| Basis of Presentation and Summary of Significant Accounting Policies | NOTE 1 BASIS OF PRESENTATION
AND Summary of Significant Accounting Policies- BASIS OF PRESENTATION AND PRINCIPLES
OF CONSOLIDATION The interim consolidated financial statements
of Quest Solution, Inc. include the combined accounts of Quest Marketing, Inc., an Oregon Corporation, Bar Code Specialties, Inc.,
(BCS) a California Corporation, Quest Canada, Inc., (formerly known as ViascanQdata, Inc.), (Viascan)
a Canadian based corporation with operations in the same business line as Quest and Quest Exchange Limited, a Canadian based holding
company. BCS was acquired on November 21, 2014, and as such the operating results of BCS have been consolidated into the Companys
consolidated results of operations beginning on November 22, 2014. Effective October 1, 2015, the financial statements of Viascan
have been consolidated into the Companys consolidated results of operations. The companies currently operate as a single
business unit. All material intercompany transactions and accounts have been eliminated in consolidation. The interim consolidated financial statements
included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars,
have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that
the disclosures are adequate to make the information presented not misleading. These unaudited interim condensed financial
statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary
for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in
conjunction with the audited financial statements of the Company for the year ended December 31, 2015 and notes thereto included
in the Companys Form 10-K filed with the Securities and Exchange Commission (the SEC) on April 18, 2016 .
The Company follows the same accounting policies in the preparation of interim reports. Operating results for the six months
ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ended December 31, 2016. Summary
of Significant Accounting Policies This summary of significant accounting
policies of Quest Solution, Inc. is presented to assist in understanding the Companys consolidated financial statements.
The consolidated financial statements and notes are representations of the Companys management who is responsible for the
integrity and objectivity of the financial statements. These accounting policies conform to generally accepted accounting principles
and have been consistently applied in the preparation of the financial statements. Cash Cash consists of petty cash, checking,
savings, and money market accounts. For the purpose of the statements of cash flows, all highly liquid investments with an original
maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of June 30, 2016 and
December 31, 2015. The Company maintains its cash in bank
deposit accounts which, at times, may exceed federal insured limits. The Company has restricted cash on deposit
with a federally insured bank in the amount of $774,098 at June 30, 2016. This cash is security and collateral for a corporate
credit card agreement with a bank and for deposit against a letter of credit issued for executive life insurance policies owned
by the Company. USE OF ESTIMATES The preparation of consolidated financial
statements in conformity with accounting principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. Certain accounting policies involve judgments
and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported
under different conditions, or if different assumptions had been used. The Company evaluates its estimates and assumptions on a
regular basis. The Company uses historical experience and various other assumptions that are believed to be reasonable under the
circumstances to form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may materially differ from these estimates and assumptions used in preparation of the consolidated
financial statements. PURCHASE ACCOUNTING AND BUSINESS
COMBINATIONS The Company accounts for its business
combinations using the purchase method of accounting which requires that intangible assets be recognized apart from goodwill if
they are contractual in nature or separately identifiable. Acquisitions are measured on the fair value of consideration exchanged
and, if the consideration given is not cash, measurement is based on the fair value of the consideration given or the fair value
of the assets acquired, whichever is more reliably measurable. The excess of cost of an acquired entity over the fair value of
identifiable acquired assets and liabilities assumed is allocated to goodwill. The valuation and allocation process
relies on significant assumptions made by management. In certain situations, the allocations of excess purchase price are based
upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when the Company receives updated
information, including appraisals and other analyses, which are completed within one year of the acquisition. Revisions to the
fair values, which may be significant, are recorded when pending information is finalized, within one year from the acquisition
date. ACCOUNTS RECEIVABLE Accounts receivable are carried at their
estimated collectible amounts. The Company provides allowances for uncollectible accounts receivable equal to the estimated collection
losses that will be incurred in collection of all receivables. Accounts receivable are periodically evaluated for collectability
based on past credit history with customers and their current financial condition. The Companys management determines which
accounts are past due and if deemed uncollectible, the Company charges off the receivable in the period the determination is made.
The Company generally requires no collateral to secure its ordinary accounts receivable. Based on managements evaluation,
accounts receivable has a balance in the allowance for doubtful accounts of $46,808 and $83,870 for the period ending June 30,
2016 and December 31, 2015, respectively. PROPERTY AND EQUIPMENT Property and equipment are stated at
purchased cost and depreciated using both straight-line and accelerated methods over estimated useful lives ranging from 3 to 15
years. Upon disposition of property and equipment, related gains and losses are recorded in the results of operations. Depreciation
expense for period ending June 30, 2016 and December 31, 2015 was $170,792 and $155,798, respectively. For federal income tax purposes,
depreciation is computed using the modified accelerated cost recovery system. Expenditures for major renewals and betterments that
extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expenses
as incurred. INTANGIBLE ASSETS Intangible assets are stated at cost,
net of accumulated amortization. The assets are being amortized on the straight-line method over useful lives ranging from 3 to
10 years. Amortization expense for the period ending June 30, 2016 and December 31, 2015 was $850,850 and $2,506,167, respectively.
June 30, 2016 December 31, 2015
Goodwill $ 18,952,024 $ 21,252,024
Trade Names 4,390,000 4,390,000
Customer Relationships 9,190,000 9,190,000
Accumulated amortization (3,357,017 ) (2,506,167 )
Intangibles, net $ 29,175,007 $ 32,325,857 Goodwill is not amortized, but is evaluated
for impairment annually or when indicators of a potential impairment are present. Our impairment testing of goodwill is performed
separately from our impairment testing of intangibles. The annual evaluation for impairment of goodwill and intangibles is based
on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. None
of the goodwill is deductible for income tax purposes. For the period ended June 30, 2016, the goodwill in relation to the Companys
investments in ViascanQdata was impaired by $2.3 million. The impairment charge was driven by the following reasons:
● Net operating losses for the first six months of the year
● Negative cash flow resulting in the Company funding $5.7 million to date
● Negative working capital
● Conversion of $1.8 million of notes related to the acquisition to preferred Series C shares at condition significantly move favorable to the Company
● Forgiveness of $0.5 million of notes related to the acquisition Purchased intangible assets with finite
useful lives are amortized over their respective estimated useful lives (using an accelerated method for customer relationships
and trade names) to their estimated residual values, if any. The Companys finite-lived intangible assets consist of customer
relationships, contractor and resume databases, trade names, and internal use software and are being amortized over periods ranging
from two to nine years. Purchased intangible assets are reviewed annually to determine if facts and circumstances indicate that
the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts
and circumstances exist, recoverability is assessed by comparing the projected undiscounted net cash flows associated with the
related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are
based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated,
the rate of amortization is accelerated and the remaining carrying value is amortized over the new shorter useful life. No impairments
were identified or changes to estimated useful lives have been recorded as of June 30, 2016 and December 31, 2015. ADVERTISING The Company generally expenses advertising
costs as incurred. During the six month period ending June 30, 2016 and June 30, 2015, the Company spent $60,495 and $51,487 on
advertising (marketing, trade show and store front expense), net of co-operative rebates, respectively. The Company received rebates on advertising
from co-operative advertising agreements with several vendors and suppliers. These rebates have been recorded as a reduction to
the related advertising and marketing expense in the period earned. INVENTORY Substantially all of the inventory consists
of raw materials and finished goods and are valued based upon first-in first-out (FIFO) cost, not in excess of market.
The determination of whether the carrying amount of inventory requires a write-down is based on a detailed evaluation of inventory
relative to any potential slow moving products or discontinued items as well as the market conditions for the specific inventory
items. Inventory reserves relating primarily to the acquisition of Viascan on October 1, 2015 of $568,072 and $609,443, were recorded
as of June 30, 2016 and December 31, 2015, respectively. DEPRECIATION AND AMORTIZATION Depreciation and amortization expense
primarily consists of the non-cash write-down of tangible and intangible assets over their expected economic lives. We expect this
expense to continue to grow in absolute dollars and potentially as a percentage of revenue as we continue to grow and incur capital
expenditures to improve our technological infrastructure and acquire assets through potential future acquisitions. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value is the price that would be
received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for
the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting
guidance provides a hierarchy for inputs used in measuring fair value that prioritize the use of observable inputs over the use
of unobservable inputs, when such observable inputs are available. The three levels of inputs that may be used to measure fair
value are as follows:
● Level 1 - Quoted prices in active markets for identical assets or liabilities.
● Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data.
● Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by the Company. Assets and liabilities are classified
based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy
classification on a quarterly basis. Changes in the observable inputs may result in a reclassification of assets and liabilities
within the three levels of the hierarchy outlined above. NET LOSS PER COMMON SHARE Net loss per share is provided in accordance
with FASB ASC 260-10, Earnings per Share. Basic net loss per common share (EPS) is computed by dividing
income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings
per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common
shares were issued, unless doing so is anti-dilutive. The weighted-average number of common shares outstanding for computing basic
EPS as of June 30, 2016 and June 30, 2015 were 36,885,105 and 35,224,128, respectively. The fully diluted number of 50,536,435
includes the potential of the existing senior subordinated debt holders converting their debt into common shareholder equity at
$1.00 per share (for $3,231,388 in debt) and $2.00 per share (for $337,382 in debt) and 10,082,560 preferred Series B and C shares
converting to common shares. Despite the fact the conversion is out of the money, accounting rules require these
amounts to be included in diluted shares outstanding. Additional terms of the debt would require the Board of Directors to consent
to any debt holder converting and having a position greater than 4.99% outstanding on the date of conversion. GOODWILL Goodwill is the excess of the purchase
price paid over the fair value of the net assets of the acquired business. Goodwill is tested annually at December 31 for impairment.
The annual qualitative or quantitative assessments involve determining an estimate of the fair value of reporting units in order
to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative assessment evaluates whether
it is more likely than not that a reporting units fair value is less than its carrying amount before applying the two-step
quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test compares the fair value of the
reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value,
an impairment loss may be recognized. The amount of impairment loss is determined by comparing the implied fair value of reporting
unit goodwill with the carrying amount. If the carrying amount exceeds the implied fair value then an impairment loss is recognized
equal to that excess. We test our goodwill and other indefinite-lived
intangible assets for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances
indicate there may be impairment. We are required to write down the value of goodwill only when our testing determines the recorded
amount of goodwill exceeds the fair value. For the period ended June 30, 2016, the goodwill in relation to the Companys
investments in ViascanQdata was impaired by $2.3 million. The impairment charge was driven by the following reasons:
● Net operating losses for the first six months of the year
● Negative cash flow resulting in the Company funding $5.7 million to date
● Negative working capital
● Conversion of $1.8 million of notes related to the acquisition to Series C preferred shares at condition significantly move favorable to the Company
● Forgiveness of $0.5 million of notes related to the acquisition. The annual measurement date for testing
goodwill impairment is December 31, at which date we test our reporting units, which is currently our ownership in Quest Solution,
Inc. FOREIGN CURRENCY TRANSLATION, FOREIGN EXCHANGE CONTRACTS
AND COMPREHENSIVE LOSS The functional
currency of the Companys foreign subsidiaries is the local currency. Gains and losses resulting from the translation of
the foreign subsidiaries financial statements are included in accumulated other comprehensive income (loss) and reported
as a separate component of stockholders equity. Gains and losses resulting from foreign currency transactions are included
in net income (loss). The Company
currently does not enter into financial instruments for either trading or speculative purposes. There were no forward foreign exchange
contracts used during the six month periods ended June 30, 2016 and 2015. Total comprehensive loss is comprised
of net loss and other comprehensive earnings losses, such as foreign currency translation gains or losses and unrealized gains
or losses on available-for-sale marketable securities. RECENT ACCOUNTING PRONOUNCEMENTS The Company has evaluated the recent
pronouncements and believes that none of them will have a material effect on the Companys financial statements. |
