NEMUS BIOSCIENCE, INC., 10-K filed on 1/27/2014
Annual Report
Document and Entity Information (USD $)
12 Months Ended
Oct. 31, 2013
Jan. 22, 2014
Apr. 30, 2013
Document and Entity Information [Abstract]
 
 
 
Entity Registrant Name
LOAD GUARD LOGISTICS, INC. 
 
 
Entity Central Index Key
0001516551 
 
 
Trading Symbol
lgli 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Well-known Seasoned Issuer
No 
 
 
Current Fiscal Year End Date
--10-31 
 
 
Entity Filer Category
Smaller Reporting Company 
 
 
Entity Common Stock, Shares Outstanding
 
3,623,500 
 
Entity Public Float
 
 
$ 0 
Document Type
10-K 
 
 
Document Period End Date
Oct. 31, 2013 
 
 
Amendment Flag
false 
 
 
Document Fiscal Year Focus
2013 
 
 
Document Fiscal Period Focus
FY 
 
 
CONSOLIDATED BALANCE SHEETS (USD $)
Oct. 31, 2013
Oct. 31, 2012
Current assets:
 
 
Cash and cash equivalents
$ 52,186 
$ 26,404 
Accounts receivable, less allowance of $0
25,338 
6,906 
Prepaid expenses
15,591 
 
Notes receivable
13,019 
   
Note receivable, related party
   
5,038 
Total current assets
106,134 
38,348 
Note receivable, related party - non-current
   
4,536 
Equipment, net of accumulated depreciation of $7,912 and $0, respectively
39,560 
   
Total assets
145,694 
42,884 
Current liabilities:
 
 
Accounts payable and accrued liabilities
15,079 
4,079 
Taxes payable
 
246 
Notes payable, related parties
47,238 
   
Total current liabilities
62,317 
4,325 
Total liabilities
62,317 
4,325 
Stockholders' equity:
 
 
Preferred stock, $0.001 par value,20,000,000 shares authorized; none issued and outstanding
   
   
Common stock, $0.001 par value, 100,000,000 shares authorized; 3,623,500 and 2,527,500 shares issued and outstanding, respectively
3,623 
2,527 
Additional paid-in capital
83,077 
35,573 
Retained earnings (deficit)
(3,323)
459 
Total stockholders' equity
83,377 
38,559 
Total liabilities and stockholders' equity
$ 145,694 
$ 42,884 
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $)
Oct. 31, 2013
Oct. 31, 2012
Statement Of Financial Position [Abstract]
 
 
Allowance for accounts receivable (in dollars)
$ 0 
$ 0 
Accumulated depreciation on equipment (in dollars)
$ 7,912 
$ 0 
Preferred stock, par value (in dollars per share)
$ 0.001 
$ 0.001 
Preferred stock, shares authorized
20,000,000 
20,000,000 
Preferred stock, shares issued
   
   
Preferred stock, shares outstanding
   
   
Common stock, par value (in dollars per share)
$ 0.001 
$ 0.001 
Common stock, shares authorized
100,000,000 
100,000,000 
Common stock, shares issued
3,623,500 
2,527,500 
Common stock, shares outstanding
3,623,500 
2,527,500 
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
12 Months Ended
Oct. 31, 2013
Oct. 31, 2012
Income Statement [Abstract]
 
 
Operating revenues
$ 339,926 
$ 16,243 
Operating expenses:
 
 
Fuel and fuel taxes
131,341 
5,356 
Salaries and wages
87,870 
2,639 
Operations and maintenance
67,298 
396 
Professional fees
32,164 
1,204 
General and administrative
28,495 
2,531 
Total operating expenses
347,168 
12,126 
Operating income (loss)
(7,242)
4,117 
Other income (expense)
 
 
Interest expense
(2,151)
 
Interest income
789 
638 
Gain on insurance claim
6,506 
 
Loss on disposal of equipment
(1,684)
 
Total other income (expense)
3,460 
638 
Income (loss) before income taxes
(3,782)
4,755 
Provision for income taxes
   
(246)
Net income (loss)
$ (3,782)
$ 4,509 
Basic and diluted income (loss) per common share (in dollars per share)
$ 0.00 
$ 0.00 
Weighted-average number of common shares outstanding (in shares)
3,119,184 
2,332,746 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $)
Preferred Stock
Common Stock
Additional Paid-in Capital
Retained Earnings (Deficit)
Total
BALANCE at Oct. 31, 2011
    
$ 2,325 
$ 27,675 
$ (4,050)
$ 25,950 
BALANCE (in shares) at Oct. 31, 2011
   
2,325,000 
 
 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
Common shares issued for cash (October 18, 2012)
   
202 
7,898 
 
8,100 
Common shares issued for cash (in shares) (October 18, 2012)
   
202,500 
 
 
 
Net income
 
 
 
4,509 
4,509 
BALANCE at Oct. 31, 2012
   
2,527 
35,573 
459 
38,559 
BALANCE (in shares) at Oct. 31, 2012
   
2,527,500 
 
 
2,527,500 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
Common shares issued for cash (November 25, 2012)
   
620 
24,180 
   
24,800 
Common shares issued for cash (October 28, 2013)
   
476 
23,324 
   
23,800 
Common shares issued for cash (in shares) (November 25, 2012)
   
620,000 
 
 
 
Common shares issued for cash (in shares) (October 28, 2013)
   
476,000 
 
 
 
Net income
 
 
 
(3,782)
(3,782)
Net income (November 25, 2012)
   
 
 
 
 
BALANCE at Oct. 31, 2013
    
$ 3,623 
$ 83,077 
$ (3,323)
$ 83,377 
BALANCE (in shares) at Oct. 31, 2013
   
3,623,500 
 
 
3,623,500 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parentheticals)
12 Months Ended
Oct. 31, 2012
October 18, 2012
Oct. 31, 2013
November 25, 2012
Oct. 31, 2013
October 28, 2013
Common stock issue price (in dollars per share)
$ 0.04 
$ 0.04 
$ 0.05 
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
12 Months Ended
Oct. 31, 2013
Oct. 31, 2012
Cash flows from operating activities:
 
 
Net income (loss)
$ (3,782)
$ 4,509 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation
10,872 
   
Loss on disposal of equipment
1,684 
 
Changes in certain working capital items:
 
 
Accounts receivable, net
(18,432)
(6,906)
Prepaid expenses
(15,591)
 
Accounts payable and accrued liabilities
10,754 
4,325 
Net cash provided by (used in) operating activities
(14,495)
1,928 
Cash flows from investing activities:
 
 
Purchases of equipment
(49,116)
 
Proceeds from sale of equipment
11,000 
   
Net cash used in investing activities
(38,116)
   
Cash flows from financing activities:
 
 
Issuance of notes receivable
(7,500)
 
Payments received from notes receivable
15,055 
 
Proceeds from loans
32,000 
2,462 
Repayments on loans
(9,762)
 
Proceeds from issuance of common stock
48,600 
8,100 
Net cash provided by financing activities
78,393 
10,562 
Net increase (decrease) in cash and cash equivalents
25,782 
12,490 
Cash and cash equivalents, beginning of period
26,404 
13,914 
Cash and cash equivalents, end of the period
52,186 
26,404 
Supplemental cash flow disclosure:
 
 
Interest paid
2,151 
 
Income taxes paid
106 
 
Non-cash transactions
 
 
Purchase of equipment in exchange for note payable
25,000 
 
Sale of equipment for cash and exchange of note receivable
$ 11,000 
 
ORGANIZATION AND DESCRIPTION OF BUSINESS
ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 -      ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Load Guard Logistics, Inc. (the “Company”) is a Nevada corporation incorporated on March 16, 2011, and is based in Miami, FL.  The company was originally incorporated as Load Guard Transportation, Inc. and changed its name to Load Guard Logistics, Inc. on November 6, 2012.  The Company incorporated a wholly-owned subsidiary, “LGT, Inc.” in Florida on March 18, 2011.  The Company’s fiscal year end is October 31.

 

The Company operates as a transportation and delivery services company.  We generate revenues from the actual movement of freight from shippers to consignees as well as serving as a logistics provider by arranging for others to provide the transportation services.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Consolidation

 

These financial statements include the accounts of the Company and the wholly-owned subsidiary, LGT, Inc.  All material intercompany balances and transactions have been eliminated.

 

Basis of Presentation

 

The Consolidated Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. 

 

Use of Estimates

 

The preparation of 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 and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

 

Reclassifications

 

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.   These reclassifications had no effect on reported income.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of three months or less. 

 

Accounts Receivable

 

The Company extends credit to its customers in the normal course of business.  The Company performs ongoing credit evaluations and generally does not require collateral.  Trade accounts receivable are recorded at their invoiced amounts, net of allowance for doubtful accounts.  The Company evaluates the adequacy of its allowance for doubtful accounts quarterly.  Accounts outstanding longer than contractual payment terms are considered past due and are reviewed individually for collectability.  The Company maintains reserves for potential credit losses based upon its loss history and specific receivables aging analysis.  Receivable balances are written off when collection is deemed unlikely.  Management’s evaluation of outstanding balances determined that an allowance, as of October 31, 2013 and 2012 was not considered necessary, based on history and its subsequent collections.

 

Concentration Risk

For the year ending October 31 2013, the Company recognized revenues from two customers, in the amount
 of approximately $195,800 or 67.4% of total revenues.   The same two customers account for approximately $20,500 or 81.1% of total receivables.

 

Equipment

 

Property and equipment is stated at cost.  Depreciation is computed by the straight-line method over estimated useful lives (5 years).  Historical costs are reviewed and evaluated for their net realizable value of the assets.  The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment existed at October 31, 2013 and 2012.

 

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable.  When required impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  We did not recognize any impairment losses for any periods presented.

 

Net Income (Loss) Per Share of Common Stock

 

The Company follows ASC 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

 

The following table sets forth the computation of basic and diluted earnings per share, for the years ended October 31, 2013 and 2012:

 

 

 

Year Ended October 31,

 

 

 

 

 

 

2013

 

2012

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

 

$

(3,782)

$

4,509

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding (Basic)

 

 

 

 

 

3,119,184

 

2,332,746

 

 

 

 

 

 

 

 

 

Net income (loss) per share (Basic)

 

 

 

 

$

(0.00)

$

0.00

 

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

 

Concentrations of Credit Risk

 

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

 

Financial Instruments

 

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

 

ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for 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 on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

·         Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

 

·         Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

·         Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of October 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

 

Level 1

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company’s financial instruments consist principally of cash, accounts receivable; related party notes payable; and, accounts payable and accrued liabilities.

 

Revenue Recognition

 

The Company recognizes revenue from the sale of services in accordance with ASC 605, “Revenue Recognition.”  The Company recognizes revenue only when all of the following criteria have been met:

 

i)         Persuasive evidence for an agreement exists;

ii)        Service has been provided; 

iii)       The fee is fixed or determinable; and

iv)       Collection is reasonably assured.

 

Recent Accounting Pronouncements

 

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

GOING CONCERN AND LIQUIDITY CONSIDERATIONS
GOING CONCERN AND LIQUIDITY CONSIDERATIONS

NOTE 3 -      GOING CONCERN AND LIQUIDITY CONSIDERATIONS                

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As of October 31, 2013, the Company has a loss from operations of $3,782 and negative cash flows from operations of $14,495.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending October 31, 2014.

 

The ability of the Company to fully commence its operations is dependent upon, among other things, obtaining additional financing to continue operations, and execution of its business plan.  In response to these concerns, management intends to raise additional funds through public or private placement offerings and through loans from officers and directors.

 

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that management's plan will be successful.

EQUIPMENT
EQUIPMENT

NOTE 4 -      EQUIPMENT

 

The following table shows the Company’s equipment detail as of October 31, 2013 and October 31, 2012:

 

 

 

2013

 

 

2012

Tractor

$

19,231

 

$

-

Trailer

 

28,241

 

 

-

Gross equipment at cost

 

47,472

 

 

-

Accumulated depreciation and amortization

 

(7,912)

 

 

-

Net equipment

$

39,560

 

$

-

 

Depreciation expense totaled $10,872 and $0 at October 31, 2013 and 2012, respectively.

NOTES RECEIVABLE
NOTES RECEIVABLE

NOTE 5 -   NOTES RECEIVABLE

 

Cash was issued in exchange for promissory notes from unrelated contractors, for the specific purpose of purchasing truck and trailers to be used in operations of Load Guard Transportation.

 

 

 

October 31, 2013

 

October 31, 2012

On July 8, 2013, we issued a one-year, secured $11,000 fixed rate Promissory Note (the “note”) to an independent contractor, with an interest rate of 8%, which matures in July 2014. The note was issued for the financing of a tractor and trailer we sold for $22,000. The note calls for weekly payments of $228.46, until the balance and accrued interest is paid in full, and can be repaid before maturity in whole or part, without penalty.

 

$

7,827

 

 

 

$

-

 

 

 

 

 

 

 

On July 8, 2013, we issued a one-year, secured $7,500 fixed rate Promissory Note (the “note”) to an independent contractor, with an interest rate of 10%, which matures in July 2014. The note was issued for the financing of a trailer valued at $7,500. The note calls for weekly payments of $144.23, until the balance and accrued interest is paid in full, and can be repaid before maturity in whole or part, without penalty.

 

 

5,192

 

 

-

 

 

 

 

 

 

 

Total notes receivable

 

$

13,019

 

$

-

Less current portion of notes receivable

 

 

(13,019)

 

 

-

 

 

 

 

 

 

 

Long-term portion of notes receivable

 

$

-

 

$

-

 

During the year ended October 31, 2013 and 2012, the Company earned interest revenue of $789 and $0, respectively.

RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS

NOTE 6 -      RELATED PARTY   TRANSACTIONS

 

Note Receivable - Related Party

 

Note receivable, from a related party, at October 31, 2013 and, 2012 consisted of:

 

 

 

October 31, 2013

 

October 31, 2012

On March 31, 2011, we issued a three-year, secured $15,000 fixed rate Promissory Note (the “note”) to a shareholder, with an interest rate of 6%, which matures in March 2014. The note was originally issued for the financing of a trailer of a contractor, to be used for the benefit of the Company. The note calls for monthly payments of $456.33, until the balance and accrued interest is paid in full, and can be repaid before maturity in whole or part, without penalty.

 

$

-

 

$

9,574

 

 

 

 

 

 

 

Less current portion of note receivable

 

 

-

 

 

5,038

 

 

 

 

 

 

 

Long-term portion of note receivable

 

$

-

 

$

4,536

 

During the year ended October 31, 2013 and 2012, the Company earned interest revenue of $304 and $638, respectively. During February 2013, the note was paid in full.

 

Notes Payable – Related Party

 

Notes payable, from related parties, at October 31, 2013 and 2012 consisted of:

 

 

 

October 31, 2013

 

October 31, 2012

On March 13, 2013 an officer, director, and shareholder of the Company sold his tractor and trailer to the Company for a $25,000 unsecured, non-interest bearing Promissory Note, due March 12, 2014.

 

$

25,000

 

$

-

 

 

 

 

 

 

 

On January 11, 2013, we issued an eighteen-month, $32,000 fixed rate Promissory Note payable (the “note”) to a Director, who is also an Officer and shareholder, with an interest rate of 8%, which matures in June 11, 2014. The note was issued for the financing of a tractor and trailer, to be used for the benefit of the Company. The note calls for monthly payments of $1,829.49, until the balance and accrued interest is paid in full, and can be repaid before maturity in whole or part, without penalty.

 

 

 

 

22,238

 

 

 

-

 

 

 

 

 

 

 

Total notes payable

 

$

47,238

 

$

-

Less current portion of notes payable

 

 

(47,238)

 

 

-

 

 

 

 

 

 

 

Long-term portion of notes payable

 

$

-

 

$

-

 

During the year ended October 31, 2013, the Company recorded interest expense of $2,038 and made $11,800 in payments on the notes.

 

Other

 

The officers and directors of the Company may be involved in other business activities and may, in the future, become involved in other business opportunities that become available. He may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts. 

 

The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder of the Company to use at no charge.

 

The Company does not have employment contracts with its two key employees, the controlling shareholders, who are officers and directors of the Company.

 

The controlling shareholders and management have pledged support to fund continuing operations through temporary loans to meet the Company’s cash flow requirements; however there is no written commitment to this effect.  The Company is dependent upon the continued support of these parties until such time that the Company receives adequate equity capital or other long-term financing.

 

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

EQUITY
EQUITY

NOTE 7 -   EQUITY

 

Preferred Stock

 

The Company has authorized 20,000,000 preferred shares with a par value of $0.001 per share.  The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.  No rights or preferences have been adopted and there are no dividend or liquidation rights.

 

There were no preferred shares issued and outstanding as of October 31, 2013 and 2012.

 

Common Stock

 

The Company has authorized 100,000,000 common shares with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.  Holders have equal ratable rights to dividends from funds legally available and are entitled to share in assets available for distribution upon liquidation.  Holders do not have preemptive, subscriptive, conversion or cumulative voting rights, and there are no redemption or sinking find provisions or rights.  Holders of common stock have the right to approve any amendment of the Articles of Incorporation, elect directors, approve any plan of merger and approve a plan for the sale, lease or exchange of all of the Company’s assets as proposed by the Board of Directors.

 

Since March 16, 2011 (Inception) to October 31, 2013, the Company has issued 3,623,500 common shares for $86,700 in cash. 

 

There were 3,623,500 and 2,527,500 common shares issued and outstanding at October 31, 2013 and 2012, respectively. 

 

The Company has no stock option plan, warrants or other dilutive securities.

PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES

NOTE 8 -      PROVISION FOR INCOME TAXES

 

The Company follows ASC 740, Income Taxes.  ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse.  ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

 

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net income before provision for income taxes for the following reasons:

 

 

 

October 31, 2013

 

October 31, 2012

Income tax (benefit) expense at statutory rate

$

(1,300)

$

1,623

Valuation allowance

 

1,300

 

(1,377)

Income tax expense per books

$

-

$

246

 

The net operating loss of $3,323 begins expiring in 2031.

COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES

NOTE 9 -      COMMITMENTS AND CONTINGENCIES     

 

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.  There were no commitments or contingencies as of October 31, 2013 and 2012.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

Basis of Consolidation

 

These financial statements include the accounts of the Company and the wholly-owned subsidiary, LGT, Inc.  All material intercompany balances and transactions have been eliminated.

Basis of Presentation

 

The Consolidated Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. 

Use of Estimates

 

The preparation of 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 and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Reclassifications

 

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.   These reclassifications had no effect on reported income.

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of three months or less. 

Accounts Receivable

 

The Company extends credit to its customers in the normal course of business.  The Company performs ongoing credit evaluations and generally does not require collateral.  Trade accounts receivable are recorded at their invoiced amounts, net of allowance for doubtful accounts.  The Company evaluates the adequacy of its allowance for doubtful accounts quarterly.  Accounts outstanding longer than contractual payment terms are considered past due and are reviewed individually for collectability.  The Company maintains reserves for potential credit losses based upon its loss history and specific receivables aging analysis.  Receivable balances are written off when collection is deemed unlikely.  Management’s evaluation of outstanding balances determined that an allowance, as of October 31, 2013 and 2012 was not considered necessary, based on history and its subsequent collections.

Concentration Risk

For the year ending October 31 2013, the Company recognized revenues from two customers, in the amount
 of approximately $195,800 or 67.4% of total revenues.   The same two customers account for approximately $20,500 or 81.1% of total receivables.

Equipment

 

Property and equipment is stated at cost.  Depreciation is computed by the straight-line method over estimated useful lives (5 years).  Historical costs are reviewed and evaluated for their net realizable value of the assets.  The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment existed at October 31, 2013 and 2012.

 

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable.  When required impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  We did not recognize any impairment losses for any periods presented.

Net Income (Loss) Per Share of Common Stock

 

The Company follows ASC 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

 

The following table sets forth the computation of basic and diluted earnings per share, for the years ended October 31, 2013 and 2012:

 

 

 

Year Ended October 31,

 

 

 

 

 

 

2013

 

2012

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

 

$

(3,782)

$

4,509

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding (Basic)

 

 

 

 

 

3,119,184

 

2,332,746

 

 

 

 

 

 

 

 

 

Net income (loss) per share (Basic)

 

 

 

 

$

(0.00)

$

0.00

 

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Concentrations of Credit Risk

 

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Financial Instruments

 

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

 

ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for 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 on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

·         Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

 

·         Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

·         Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of October 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

 

Level 1

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company’s financial instruments consist principally of cash, accounts receivable; related party notes payable; and, accounts payable and accrued liabilities.

Revenue Recognition

 

The Company recognizes revenue from the sale of services in accordance with ASC 605, “Revenue Recognition.”  The Company recognizes revenue only when all of the following criteria have been met:

 

i)         Persuasive evidence for an agreement exists;

ii)        Service has been provided; 

iii)       The fee is fixed or determinable; and

iv)       Collection is reasonably assured.

Recent Accounting Pronouncements

 

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
Schedule of computation of basic and diluted earnings per share

 

 

 

Year Ended October 31,

 

 

 

 

 

 

2013

 

2012

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

 

$

(3,782)

$

4,509

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding (Basic)

 

 

 

 

 

3,119,184

 

2,332,746

 

 

 

 

 

 

 

 

 

Net income (loss) per share (Basic)

 

 

 

 

$

(0.00)

$

0.00

EQUIPMENT (Tables)
Schedule of equipment

 

 

 

2013

 

 

2012

Tractor

$

19,231

 

$

-

Trailer

 

28,241

 

 

-

Gross equipment at cost

 

47,472

 

 

-

Accumulated depreciation and amortization

 

(7,912)

 

 

-

Net equipment

$

39,560

 

$

-

NOTES RECEIVABLE (Tables)
Schedule of notes receivable

 

 

 

October 31, 2013

 

October 31, 2012

On July 8, 2013, we issued a one-year, secured $11,000 fixed rate Promissory Note (the “note”) to an independent contractor, with an interest rate of 8%, which matures in July 2014. The note was issued for the financing of a tractor and trailer we sold for $22,000. The note calls for weekly payments of $228.46, until the balance and accrued interest is paid in full, and can be repaid before maturity in whole or part, without penalty.

 

$

7,827

 

 

 

$

-

 

 

 

 

 

 

 

On July 8, 2013, we issued a one-year, secured $7,500 fixed rate Promissory Note (the “note”) to an independent contractor, with an interest rate of 10%, which matures in July 2014. The note was issued for the financing of a trailer valued at $7,500. The note calls for weekly payments of $144.23, until the balance and accrued interest is paid in full, and can be repaid before maturity in whole or part, without penalty.

 

 

5,192

 

 

-

 

 

 

 

 

 

 

Total notes receivable

 

$

13,019

 

$

-

Less current portion of notes receivable

 

 

(13,019)

 

 

-

 

 

 

 

 

 

 

Long-term portion of notes receivable

 

$

-

 

$

-

RELATED PARTY TRANSACTIONS (Tables)

 

 

 

October 31, 2013

 

October 31, 2012

On March 31, 2011, we issued a three-year, secured $15,000 fixed rate Promissory Note (the “note”) to a shareholder, with an interest rate of 6%, which matures in March 2014. The note was originally issued for the financing of a trailer of a contractor, to be used for the benefit of the Company. The note calls for monthly payments of $456.33, until the balance and accrued interest is paid in full, and can be repaid before maturity in whole or part, without penalty.

 

$

-

 

$

9,574

 

 

 

 

 

 

 

Less current portion of note receivable

 

 

-

 

 

5,038

 

 

 

 

 

 

 

Long-term portion of note receivable

 

$

-

 

$

4,536

 

 

 

October 31, 2013

 

October 31, 2012

On March 13, 2013 an officer, director, and shareholder of the Company sold his tractor and trailer to the Company for a $25,000 unsecured, non-interest bearing Promissory Note, due March 12, 2014.

 

$

25,000

 

$

-

 

 

 

 

 

 

 

On January 11, 2013, we issued an eighteen-month, $32,000 fixed rate Promissory Note payable (the “note”) to a Director, who is also an Officer and shareholder, with an interest rate of 8%, which matures in June 11, 2014. The note was issued for the financing of a tractor and trailer, to be used for the benefit of the Company. The note calls for monthly payments of $1,829.49, until the balance and accrued interest is paid in full, and can be repaid before maturity in whole or part, without penalty.

 

 

 

 

22,238

 

 

 

-

 

 

 

 

 

 

 

Total notes payable

 

$

47,238

 

$

-

Less current portion of notes payable

 

 

(47,238)

 

 

-

 

 

 

 

 

 

 

Long-term portion of notes payable

 

$

-

 

$

-

PROVISION FOR INCOME TAXES (Tables)
Schedule of statutory federal income tax rate to the net income before provision for income taxes

 

 

 

October 31, 2013

 

October 31, 2012

Income tax (benefit) expense at statutory rate

$

(1,300)

$

1,623

Valuation allowance

 

1,300

 

(1,377)

Income tax expense per books

$

-

$

246

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Computation of basic and diluted earnings per share (Details) (USD $)
12 Months Ended
Oct. 31, 2013
Oct. 31, 2012
Accounting Policies [Abstract]
 
 
Net income (loss)
$ (3,782)
$ 4,509 
Weighted average common shares outstanding (Basic) (in shares)
3,119,184 
2,332,746 
Net income (loss) per share (Basic) (in dollars per share)
$ 0.00 
$ 0.00 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) (Customer Concentration Risk, USD $)
12 Months Ended
Oct. 31, 2013
Customer
Concentration Risk [Line Items]
 
Number of customers
Revenue |
Two Customers
 
Concentration Risk [Line Items]
 
Concentration risk, approximate amount
$ 195,800 
Concentration risk, approximate percentage
67.40% 
Accounts Receivable |
Two Customers
 
Concentration Risk [Line Items]
 
Concentration risk, approximate amount
$ 20,500 
Concentration risk, approximate percentage
81.10% 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals 1)
12 Months Ended
Oct. 31, 2013
Accounting Policies [Abstract]
 
Depreciation method
straight-line method 
Estimated useful lives of equipment
5 years 
GOING CONCERN AND LIQUIDITY CONSIDERATIONS (Detail Textuals) (USD $)
12 Months Ended
Oct. 31, 2013
Oct. 31, 2012
Going Concern and Liquidity Considerations [Abstract]
 
 
Loss from operations
$ (3,782)
$ 4,509 
Cash flows from operations
$ (14,495)
$ 1,928 
EQUIPMENT (Details) (USD $)
Oct. 31, 2013
Oct. 31, 2012
Property, Plant and Equipment [Line Items]
 
 
Gross equipment at cost
$ 47,472 
    
Accumulated depreciation and amortization
(7,912)
Net equipment
39,560 
   
Tractor
 
 
Property, Plant and Equipment [Line Items]
 
 
Gross equipment at cost
19,231 
   
Trailer
 
 
Property, Plant and Equipment [Line Items]
 
 
Gross equipment at cost
$ 28,241 
    
EQUIPMENT (Detail textuals) (USD $)
12 Months Ended
Oct. 31, 2013
Oct. 31, 2012
Property, Plant and Equipment [Abstract]
 
 
Depreciation expense
$ 10,872 
    
NOTES RECEIVABLE (Details) (USD $)
Oct. 31, 2013
Oct. 31, 2012
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Total notes receivable
$ 13,019 
    
Less current portion of notes receivable
(13,019)
   
Long-term portion of notes receivable
   
   
8% Secured Promissory Note
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Total notes receivable
7,827 
   
10% Secured Promissory Note
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Total notes receivable
$ 5,192 
    
NOTES RECEIVABLE (Parentheticals) (Details) (Independent Contractor, USD $)
0 Months Ended
Jul. 8, 2013
8% Secured Promissory Note
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
Maturity period of note receivable
1 year 
Promissory note receivable fixed rate
$ 11,000 
Notes receivable interest rate
8.00% 
Notes received for sale of equipment
22,000 
Notes receivable weekly payments
228.46 
10% Secured Promissory Note
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
Maturity period of note receivable
1 year 
Promissory note receivable fixed rate
7,500 
Notes receivable interest rate
10.00% 
Notes received for sale of equipment
7,500 
Notes receivable weekly payments
$ 144.23 
NOTES RECEIVABLE (Detail Textuals) (USD $)
12 Months Ended
Oct. 31, 2013
Oct. 31, 2012
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Interest income
$ 789 
$ 638 
Notes Receivable
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Interest income
$ 789 
$ 0 
RELATED PARTY TRANSACTIONS - Note receivable (Details) (USD $)
Oct. 31, 2013
Oct. 31, 2012
Related Party Transactions [Abstract]
 
 
On March 31, 2011, we issued a three-year, secured $15,000 fixed rate Promissory Note (the "note") to a shareholder, with an interest rate of 6%, which matures in March 2014. The note was originally issued for the financing of a trailer of a contractor, to be used for the benefit of the Company. The note calls for monthly payments of $456.33, until the balance and accrued interest is paid in full, and can be repaid before maturity in whole or part, without penalty.
    
$ 9,574 
Less current portion of note receivable
   
5,038 
Long-term portion of note receivable
    
$ 4,536 
RELATED PARTY TRANSACTIONS- Note receivable (Parentheticals) (Details) (Contractor, Notes Receivable, USD $)
1 Months Ended
Mar. 31, 2011
Contractor |
Notes Receivable
 
Related Party Transaction [Line Items]
 
Maturity period of note receivable
3 years 
Promissory note receivable fixed rate
$ 15,000 
Notes receivable interest rate
6.00% 
Notes receivable monthly payments
$ 456.33 
RELATED PARTY TRANSACTIONS - Notes payable (Details 1) (USD $)
Oct. 31, 2013
Oct. 31, 2012
Related Party Transaction [Line Items]
 
 
Total notes payable
$ 47,238 
    
Less current portion of notes payable
(47,238)
   
Long-term portion of notes payable
   
   
Promissory Note |
Officer, Director and Shareholder
 
 
Related Party Transaction [Line Items]
 
 
Total notes payable
25,000 
   
Promissory Note |
Director
 
 
Related Party Transaction [Line Items]
 
 
Total notes payable
$ 22,238 
    
RELATED PARTY TRANSACTIONS- Notes payable (Parentheticals) (Details 1) (Promissory Note, USD $)
0 Months Ended
Mar. 13, 2013
Officer, Director and Shareholder
Jan. 11, 2013
Director
Related Party Transaction [Line Items]
 
 
Promissory note payable
$ 25,000 
$ 32,000 
Note payable interest rate
 
8.00% 
Repayment period of promissory note
 
18 months 
Frequency of payments
 
Monthly 
Note payable monthly payments
 
$ 1,829.49 
RELATED PARTY TRANSACTIONS (Detail Textuals) (USD $)
12 Months Ended
Oct. 31, 2013
Oct. 31, 2012
Related Party Transactions [Abstract]
 
 
Interest income related party
$ 304 
$ 638 
Interest expense
2,038 
 
Repayments of notes payable
$ 11,800 
 
EQUITY (Detail Textuals) (USD $)
32 Months Ended
Oct. 31, 2013
Oct. 31, 2012
Equity [Abstract]
 
 
Preferred stock, shares authorized
20,000,000 
20,000,000 
Preferred stock, par value (in dollars per share)
$ 0.001 
$ 0.001 
Preferred stock, shares issued
   
   
Preferred stock, shares outstanding
   
   
Common stock, shares authorized
100,000,000 
100,000,000 
Common stock, par value (in dollars per share)
$ 0.001 
$ 0.001 
Votes entitled to common shareholders
one vote 
 
Common stock issued from date of inception
3,623,500 
 
Common shares issued for cash
$ 86,700 
 
Common stock, shares issued
3,623,500 
2,527,500 
Common stock, shares outstanding
3,623,500 
2,527,500 
PROVISION FOR INCOME TAXES - Income tax reconciliation (Details) (USD $)
12 Months Ended
Oct. 31, 2013
Oct. 31, 2012
Income Tax Disclosure [Abstract]
 
 
Income tax (benefit) expense at statutory rate
$ (1,300)
$ 1,623 
Valuation allowance
1,300 
(1,377)
Income tax expense per books
    
$ 246 
PROVISION FOR INCOME TAXES (Detail Textuals) (USD $)
12 Months Ended
Oct. 31, 2013
Income Tax Disclosure [Abstract]
 
Statutory federal income tax rate
34.00% 
Net operating loss expiring in 2031
$ 3,323