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  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
  
x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended May 31, 2014
 
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _________ to __________
 
Commission file number: 333-178210
 
SERVICE TEAM INC.
(Exact name of registrant as specified in its charter)
 
Nevada
61-1653214
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
 
18482 Park Villa Place, Villa Park,  California 92861
(Address of principal executive offices) (Zip Code)
 
(714) 538-5214
(Registrant's telephone number, including area code)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  x    No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).         Yes  o    No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer", accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  
 
 
Large accelerated filer o         Accelerated filer o         Non-accelerated filer o        Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  o    No  x
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 12,485,647 common shares and no preferred stock as of July 8, 2014.
 

 
PART I — FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
 
 
 
 
 
 
TABLE OF CONTENTS
 
 
 
Page
Financial Statements
 
 
 
 
 
Consolidated Balance Sheets as of May 31, 2014 (unaudited) and August 31, 2013
3
 
Consolidated Statements of Operations for the three and nine month periods ended May 31, 2014 and Combined Statements of Operations for the three and nine month periods ended May 31, 2013 (unaudited)  
4
 
Consolidated Statement of Shareholders Deficit for the year ended August 31, 2013 and the nine months ended May 31, 2014 (unaudited)
5
 
Consolidated Statement of Cash Flows for the nine months ended May 31, 2014 and Combined Statement of Cash Flows for the nine months ended May 31, 2013  (unaudited) 
6
 
Notes to the Consolidated and Combined Financial Statements (unaudited)
7
 
 
 
 
 
 
 
 
1



SERVICE TEAM INC.
 
CONSOLIDATED BALANCE SHEETS
 
AS OF MAY 31, 2014 (UNAUDITED) AND AUGUST 31, 2013
 
 
 
 
 
 
 
 
5/31/14
   
8/31/13
 
ASSETS
 
   
 
Cash
 
$
6,107
   
$
100,895
 
Accounts receivable, net of allowances of $5,961 and $5,961, respectively
   
92,033
     
110,240
 
Total current assets
   
98,140
     
211,135
 
 
               
Property and equipment, net
   
246
     
-
 
Prepaid expenses
   
9,000
     
9,000
 
TOTAL ASSETS
 
$
107,386
   
$
220,135
 
 
               
LIABILITIES & SHAREHOLDERS' (DEFICIT)
               
Accounts payable
 
$
159,144
   
$
128,167
 
Cash overdrafts
   
19,657
     
4,399
 
Promissory note – related party
   
14,315
     
199,999
 
Convertible note payable, net of unamortized discount of $0 and $6,833, respectively
   
18,003
     
16,170
 
Contingent liability
   
54,100
     
54,100
 
Accrued payroll
   
37,854
     
38,227
 
Accrued interest
   
2,571
     
537
 
TOTAL LIABILITIES
   
305,644
     
441,599
 
 
               
Common stock, $0.001 par value, 74,000,000 authorized, 12,485,647 and 12,387,314 issued and outstanding as of May 31, 2014 and August 31, 2013, respectively.
   
12,486
     
12,367
 
Additional paid in capital
   
995,650
     
950,302
 
Subscriptions receivable
   
(10,000
)
   
-
 
Accumulated deficit
   
(1,196,394
)
   
(1,184,133
)
TOTAL SHAREHOLDERS' (DEFICIT)
   
(198,258
)
   
(221,464
)
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT)
 
$
107,386
   
$
220,135
 
 
               
 
The accompanying notes are an integral part of these consolidated financial statements.
 
2



SERVICE TEAM INC.
 
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTH PERIODS ENDED MAY 31, 2014 AND THE COMBINED
STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTH PERIODS ENDED
MAY 31, 2013 (UNAUDITED)
 
 
 
 
3 Months
Ended
5/31/14
   
3 Months
Ended
5/31/13
   
9 Months
Ended
5/31/14
   
9 Months
Ended
5/31/13
 
REVENUES
 
   
   
   
 
Sales
 
$
450,237
   
$
243,370
   
$
1,370,355
   
$
549,241
 
 
                               
COST OF SALES
                               
Cost of sales
   
266,439
     
128,855
     
1,146,261
     
386,086
 
Gross Margin
   
183,798
     
114,515
     
224,094
     
163,155
 
 
                               
OPERATING EXPENSES
                               
General & administrative expenses
   
107,302
     
404,158
     
216,736
     
547,101
 
Total Operating Expenses
   
107,302
     
404,158
     
216,736
     
547,101
 
 
                               
INCOME (LOSS) FROM OPERATIONS
   
76,496
     
(289,643
)
   
7,358
     
(383,946
)
 
                               
OTHER INCOME (EXPENSE)
                               
Interest expense
   
(1,874
)
   
(2,672
)
   
(19,619
)
   
(9,385
)
Total Other Income (Expense)
   
(1,874
)
   
(2,672
)
   
(19,619
)
   
(9,385
)
 
                               
NET INCOME (LOSS)
 
$
74,622
   
$
(292,315
)
 
$
(12,261
)
 
$
(393,331
)
 
                               
Weighted average number of common shares outstanding - basic and fully diluted
   
12,452,277
     
7,970,526
     
12,412,601
     
7,794,212
 
 
                               
Net income (loss) per share - basic and fully diluted
 
$
0.01
   
$
(0.04
)
 
$
(0.00
)
 
$
(0.05
)
 
The accompanying notes are an integral part of these financial statements.
 
 
3



SERVICE TEAM INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS DEFICIT FOR THE YEAR
ENDED AUGUST 31, 2013 AND THE NINE MONTHS
ENDED MAY 31, 2014 (UNAUDITED)

 
 
 
 
Common Stock
   
Additional
Paid In
   
Subscriptions
   
Accumulated
   
 
 
 
Shares
   
Amount
   
Capital
   
Receivable
   
Deficit
   
Total
 
Balance,  August 31, 2012 (restated)
   
7,707,500
   
$
7,708
   
$
321,044
   
$
(28,700
)
 
$
(430,554
)
 
$
(130,502
)
Imputed Interest on Related Party Debt
   
-
     
-
     
15,338
     
-
     
-
     
15,338
 
Shares Issued for Services
   
300,000
     
300
     
194,700
     
-
     
-
     
195,000
 
Shares Issued for Cash
   
359,814
     
360
     
171,217
     
-
     
-
     
171,576
 
Shares Issued for Acquisition
   
4,000,000
     
4,000
     
(4,000
)
   
-
     
-
     
-
 
Contributed Lease Payment from Related Party
   
-
     
-
     
28,000
     
-
     
-
     
28,000
 
Contributed Capital
   
-
     
-
     
195,000
     
-
     
-
     
195,000
 
Imputed rent expense
   
-
     
-
     
6,000
     
-
     
-
     
6,000
 
Beneficial conversion feature
   
-
     
-
     
23,003
     
-
     
-
     
23,003
 
Cash Received from Stock Receivables
   
-
     
-
     
-
     
28,700
     
-
     
28,700
 
Net Loss
   
-
     
-
     
-
     
-
     
(753,579
)
   
(753,579
)
Balance, August 31, 2013
   
12,367,314
   
$
12,368
   
$
950,302
   
$
-
   
$
(1,184,133
)
 
$
(221,464
)
Imputed Interest on Related Party Debt
   
-
     
-
     
10,716
     
-
     
-
     
10,716
 
Shares Issued for Cash
   
98,333
     
98
     
24,652
     
-
     
-
     
24,750
 
Shares Issued for Receivable
   
20,000
     
20
     
9,980
     
(10,000
)
   
-
     
-
 
Net Loss
   
-
     
-
     
-
     
-
     
(12,261
)
   
(12,261
)
Balance, May 31, 2014
   
12,485,647
   
$
12,486
   
$
995,650
   
$
(10,000
)
 
$
(1,196,394
)
 
$
(198,258
)
 
                                               
 
The accompanying notes are an integral part of these consolidated financial statements
 
 
4



SERVICE TEAM INC.
 CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTH PERIOD ENDED MAY 31, 2014 AND THE COMBINED STATEMENT OF CASH FLOWS FOR THE NINE MONTH PERIOD ENDED MAY 31, 2013 (UNAUDITED)
 
 
 
 
5/31/14
   
5/31/13
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
   
 
 
 
   
 
Net Loss
 
$
(12,261
)
 
$
(393,331
)
 
               
Adjustments to reconcile net loss with cash provided by (used in) operations:
               
Debt discount amortization
   
6,833
     
-
 
Stock based capital contribution
   
-
     
195,000
 
Stock based compensation
   
-
     
195,000
 
Imputed interest
   
10,716
     
9,385
 
 
               
CHANGE IN OPERATING ASSETS AND LIABILITIES
               
 
               
Accounts Receivable
   
18,207
     
(74,524
)
Accrued Expenses
   
1,661
     
(30,221
)
Accounts Payable
   
30,978
     
(132,100
)
Net Cash Provided by (Used in) Operating Activities
   
56,134
     
(230,791
)
 
               
CASH FLOWS FROM INVESTING ACTIVITIES
               
 
               
Cash paid for fixed assets
   
(246
)
   
-
 
Net Cash Used in Investing Activities
   
(246
)
   
-
 
 
               
CASH FLOWS FROM FINANCING ACTIVITIES
               
 
               
Proceeds from sale of stock
   
24,750
     
47,777
 
Proceeds from loan – related party
   
5,280
     
123,643
 
Payments on loan – related party
   
(190,964
)
   
(11,192
)
Payments on convertible notes payable
   
(5,000
)
   
-
 
Cash overdrafts
   
15,258
     
2,295
 
Net Cash Provided by (Used in) Financing Activities
   
(150,676
)
   
162,523
 
 
               
Net Decrease In Cash and Cash Equivalents
   
(94,788
)
   
(68,268
)
 
               
Cash at Beginning of Period
   
100,895
     
71,621
 
 
               
Cash at End of Period
 
$
6,107
   
$
3,353
 
 
               
Supplemental Disclosures
               
Interest Paid
 
$
-
   
$
-
 
Taxes Paid
 
$
-
   
$
-
 
 
               
Non-cash transactions:
               
Shares issued for subscriptions receivable
 
$
10,000
   
$
-
 
 
               
The accompanying notes are an integral part of these financial statements.

 
5

SERVICE TEAM INC.
NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (UNAUDITED)
 
NOTE 1 - ORGANIZATION
 
Organization
 
Service Team Inc. (the Company) was incorporated pursuant to the laws of the State of Nevada on June 6, 2011.  The Company was organized to comply with the warranty obligations of electronic devices manufactured by companies outside of the United States.  The business proved to be unprofitable and the Company reduced its warranty and repair operations.  On June 5, 2013, Service Team Inc. acquired Trade Leasing, Inc. for 4,000,000 shares of its common stock, a commonly held company.  Trade Leasing, Inc., a California corporation, was incorporated on November 1, 2011, and commenced business January 1, 2013.  Trade Leasing, Inc. is principally involved in the manufacturing, maintenance and repair of truck bodies.  
 
The Company has established a fiscal year end of August 31.
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
 
During the fiscal years ending before August 31, 2012, Service Team Inc. had no subsidiaries. From the date of inception of Service Team, Inc., until the time of the acquisition of Trade Leasing, Inc., the President and sole owner of Service Team, Inc. held a 100% ownership interest in Trade Leasing, Inc. Prior to the acquisition, Service Team, Inc. and Trade Leasing, Inc. were considered entities under common control and common ownership, as control and ownership of each entity resided with Service Team's chief accounting officer.

As both Service Team, Inc. and Trade Leasing, Inc. are under common control and ownership, the acquisition was accounted for as a transfer of assets, constituting a business, under common control. Accordingly, pursuant to ASC Subtopic 805-50, the operations of Trade Leasing, Inc. for the year ended August 31, 2013 were included in the accompanying financial statements as if the transaction had occurred retroactively. See Note 3 for further discussion. Intra-company and intercompany transactions between Service Team, Inc. and Trade Leasing, Inc. were eliminated, resulting in operations for the retroactive period prior to the acquisition date essentially being on the same basis as operations post acquisition date.

The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP).
 
The consolidated financial statements present the Balance Sheet, Statements of Operations, Shareholders' Deficit and Cash Flows of the Company. These consolidated financial statements are presented in United States dollars. The accompanying unaudited, consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q.  All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein.
 
Principles of Consolidation
 
The accompanying consolidated financial statements include the accounts of Service Team Inc. and Trade Leasing, Inc. both of which are under common control and ownership. The condensed consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The prior periods for the three months and nine months ended May 31, 2014 have been combined for both companies under common control in accordance with ASC 805. All significant inter-company transactions have been eliminated in the preparation of these financial statements. 
 
6


Use of Estimates
 
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.  Actual results could differ from those estimates. 
  
Going Concern
 
The Company's consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America, and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business.  However, we have incurred continued losses, ongoing negative cash flows from operations, have a net working capital deficiency of $207,504, and have an accumulated deficit of approximately $1,196,394 as of May 31, 2014.  There can be no assurance that the Company will be successful in order to continue as a going concern. The Company is funding its operations by issuing common shares and debt. As of May 31, 2014, the Company had sold 6,000,000 shares to Hallmark Venture Group, Inc. at $0.001 per share for net funds to the Company of $6,000 and received capital contributions of $23,027.  The Company has also sold 2,067,347 shares to various individuals and received net funds of $305,579.  Hallmark Venture Group, Inc. has also loaned the Company $219,215.  The major shareholder, Hallmark Venture Group, Inc., has committed to advancing additional funds as may be required for the operation of the Company. We cannot be certain that capital will be provided when it is required.
 
Cash and Equivalents
 
Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. There were no cash equivalents at May 31, 2014 or August 31, 2013.
 
Concentration of Credit Risk
 
Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, are cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of FDIC insurance limits.
 
Accounts Receivable
 
All accounts receivable are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days the customer is contacted to arrange payment. The Company uses the allowance method to account for uncollectable accounts receivable. All accounts were considered collectable at period end and no allowance for bad debts was considered necessary.  The allowance for doubtful accounts as of May 31, 2014 and August 31, 2013 was $5,961 and $5,961, respectively.
 
Accounts Receivable and Revenue Concentrations
 
The Company's wholly owned subsidiary, Trade Leasing, Inc., has more than 400 customers. Three customers represented 18%, 12% and 11% of total receivables as of May 31, 2014. One customer represents about 36% of total receivables as of August 31, 2013.   
 
During the nine months ended May 31, 2014, the Company had one customer that represented about 15% of total sales.  During the nine months ended May 31, 2013, the Company had one customer that represented about 30% of total sales.  
 
Inventory
 
The Company does not own inventory.  For the Service Products division, parts are supplied to the Company without charge by the manufacturers of the electrical appliance for use in making the warranty repairs as needed. Any unused parts are considered to be immaterial as of year-end. For the Trade Leasing division, materials are purchased as needed from local suppliers; therefore, there was no additional inventory on hand at May 31, 2014 or August 31, 2013.
  
7

Property and Equipment
 
Equipment, vehicles and furniture, which are recorded at cost, consist primarily of fabrication equipment and are depreciated using the straight-line method over the estimated useful lives of the related assets (generally fifteen years or less). Costs incurred for maintenance and repairs are expensed as incurred and expenditures for major replacements and improvements are capitalized and depreciated over their estimated remaining useful lives. There was no depreciation expense during the nine months ended May 31, 2014 and August 31, 2013. 
 
Net property and equipment were as follows at May 31, 2014 and August 31, 2013: 
 
 
 
5/31/14
   
8/31/13
 
Equipment
 
$
233,746
   
$
233,500
 
Vehicles
   
15,000
     
15,000
 
Furniture
   
1,500
     
1,500
 
Subtotal
   
250,746
     
250,000
 
 
               
Less accumulated depreciation
   
(250,000
)
   
(250,000
)
Total
 
$
246
   
$
-
 
 
Lease Commitments
 
Service Team Inc. leases a manufacturing facility at 10633 Ruchti Road, South Gate, California 90280 on a year-to-year basis for $7,000 per month.  The location consists of three acres of land with two buildings a fabrication building of 6,000 square feet and a final assembly building of 12,000 square feet.  The final assembly building includes a large spray booth capable of accommodating large trucks and office space for four offices. 
 
Our principal executive offices are located in 600 square feet in a building at 18482 Park Villa Place, Villa Park, California 92861. The space is furnished by Hallmark Venture Group, Inc., a related party, at no charge.
 
Beneficial Conversion Features
 
From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.
 
Fair Value of Financial Instruments
 
The Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820 on June 6, 2011. Under this FASB, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.
  
The Company has various financial instruments that must be measured under the new fair value standard including: cash, convertible notes payable, accrued expenses, promissory notes payable, accounts receivable and accounts payable. The Company's financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:  
 
8

Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.  The fair value of the Company's cash is based on quoted prices and therefore classified as Level 1. 
 
Level 2 - Inputs include quoted prices for similar assets and 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, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
 
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
 
Cash, accounts receivable, accounts payable, promissory notes and accrued expenses reported on the balance sheet are estimated by management to approximate fair market value due to their short term nature.
 
The following table presents assets that were measured and recognized at fair value as of May 31, 2014 on a recurring basis:
 
 
 
 
 
Total
 
 
 
 
 
Realized
 
Description
Level 1
 
Level 2
 
Level 3
 
Loss
 
Convertible notes payable
$
-
 
$
-
 
$
18,003
 
$
-
 
Total
$
-
 
$
-
 
$
18,003
 
$
-
 
 
The following table presents assets that were measured and recognized at fair value as of August 31, 2013 on a recurring basis:
 
 
 
 
 
Total
 
 
 
 
 
Realized
 
Description
Level 1
 
Level 2
 
Level 3
 
Loss
 
 Convertible notes payable
$
-
 
$
-
 
$
16,170
 
$
-
 
Total
$
-
 
$
-
 
$
16,170
 
$
-
 
 
Income Taxes
 
In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical operating results and the uncertainty of the economic conditions, the Company has recorded a full valuation allowance against its deferred tax assets at May 31, 2014 and August 31, 2013 where it cannot conclude that it is more likely than not that those assets will be realized.
  
Revenue Recognition
 
Trade Leasing Division
 
The Trade Leasing Division receives orders from customers to build or repair truck bodies. The company builds the requested product. At the completion of the product the truck is delivered to the customer.  If the customer accepts the product Trade Leasing Inc. issues an invoice to the customer for the job. The invoice is entered into our accounting system and is recognized as revenue at that time.
  
9

In the Trade Leasing Division we use the completed contract method for truck bodies built, which typically have construction periods of 15 days or less. Contracts are considered complete when title has passed, the customer has accepted the product and we do not retain risks or rewards of ownership of the truck bodies. Losses are accrued if manufacturing costs are expected to exceed manufacturing contract revenue.  Manufacturing expenses are primarily composed of aluminum cost, which is the largest component of our raw materials cost and the cost of labor. 
  
Service Products Division
 
The Service Products Division repairs or replaces electrical appliances (mostly televisions), covered by warranties or insurance companies.  The Company has a price list of its services that sets forth a menu of charges for various repairs or replacements.  At the completion of the repair, an invoice is prepared itemizing the parts used and fixed labor rate costs are billed by the Company.  The invoice is entered into our accounting system and is recognized as revenue at that time. Our invoice is paid by the warranty insurance companies.  We do not take title to the product at any point during this process.
 
As described above, in accordance with the requirements of ASC 605-10-599, the Company recognizes revenue when (1) persuasive evidence of an arrangement exists (contracts); (2) delivery has occurred; (3) the sellers' price is fixed or determinable (per the customers' contract); and (4) collectability is reasonably assured (based upon our credit policy).
 
Share Based Expenses
 
The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more readily determinable. The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.
 
Stock Based Compensation
 
In December of 2004, the FASB issued a standard which applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are based on the fair value of those equity instruments. For any unvested portion of previously issued and outstanding awards, compensation expense is required to be recorded based on the previously disclosed methodology and amounts. Prior periods presented are not required to be restated. We adopted the standard as of inception.  The Company has not issued any stock options to its Board of Directors and officers as compensation for their services.  If options are granted, they will be accounted for at a fair value as required by the FASB ASC 718.
  
Net Loss Per Share
 
The Company adopted the standard issued by the FASB, which requires presentation of basic earnings or loss per share and diluted earnings or loss per share. Basic income (loss) per share (Basic EPS) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share ("Diluted EPS") are similarly calculated using the treasury stock method except that the denominator is increased to reflect the potential dilution that would occur if dilutive securities at the end of the applicable period were exercised. As of May 31, 2014 and May 31, 2013, because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.  In addition, although there was net income during the nine month period ended May 31, 2014, there were no dilutive securities; therefore, there is no difference between Basic EPS and Diluted EPS for this period.
  
10

Recent Accounting Pronouncements
 
In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations. 
 
In February 2013, FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:
 
 
-
Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
 
 
-
Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.
 
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 did not have a material impact on our financial position or results of operations.
 
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 did not have a material impact on our financial position or results of operations.
  
In October 2012, the FASB issued ASU 2012-04, "Technical Corrections and Improvements" in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.
  
11


NOTE 3 - ACQUISITIONS
 
Stock Exchange Agreement – Trade Leasing, Inc.
 
On June 5, 2013, the Company closed on a Stock Exchange Agreement (SEA) with Hallmark Holdings Inc. Pursuant to the SEA, we purchased all of Hallmark's 25,000 shares in Trade Leasing, Inc., a California corporation, which gave the Company ownership of all of its furniture, equipment and vehicles in exchange for 4,000,000 common shares of the Company.
 
The Company manufactures truck bodies that are attached to a truck chassis which consists of an engine, drive train, a frame with wheels, and in some cases, a cab.  The truck chassis is manufactured by third parties that are major automotive or truck companies.  These companies do not typically build specialized truck bodies.  The company is also involved in other products used by the trucking industry.   The company operates a complete manufacturing and repair facility in South Gate, California.  The facility manufactures both custom and standard production truck bodies in approximately 70 different models designed to fill the specialized demands of the user.   The vans are available for hauling dry freight or refrigerated freight.  The refrigerated vans are built with two to four inches of foam insulating that is sprayed in place for hauling refrigerated products such as meats, vegetables, flowers and similar products.  The Company installs different types of cooling systems in the trucks.  This varies from motor driven units installed outside the van body or refrigeration units driven off the engine of the truck.  Some refrigerated trucks use a system called cold plate where a large metal plate is cooled by power while the truck is parked.  The power is then unplugged and the truck will stay cool for many hours.  The Company's customers are auto dealers and users of trucks; such as dairies, food distributors and local delivery.
 
This acquisition was accounted for as an acquisition by entities under common control due to the fact that both Service Team, Inc. and Trade Leasing, Inc. were and continue to be commonly held by Hallmark Venture Group, Inc., and its affiliates. The ownership structure of the Company did not change as a result nor did any of its officers change positions.
 
As the assets acquired were from an entity under common control, the assets from Trade Leasing, Inc. have been combined at historical cost for all periods presented, with no step-up in basis. See below for the recognition entry for the stock issued for the acquisition:
 
Additional paid-in-capital
 
$
4,000
 
Common stock, based on par value of $0.001
 
$
(4,000)
 
 
Also pursuant to ASC Section 805-50-45, financial statements and financial information presented for 2012 have been retrospectively adjusted to furnish comparative information. Therefore, the accompanying combined statement of operations for the three and nine months ended May 31, 2014 presents the combined financial position and results of operations of the Company and Trade Leasing, Inc.
 
Intercompany transactions occurred on or after November 1, 2011, have been eliminated. Likewise, for the period from November 1, 2011 through August 31, 2013, effects of any intra-entity transactions (between the Company and Trade Leasing, Inc.) have been eliminated, resulting in operations for the period prior to Acquisition date essentially being on the same basis as operations post Acquisition date.
 
The impact of the retrospective adjustment on the Company's combined statement of operations for the three and nine months ended May 31, 2013, are summarized below.
 
12


STATEMENT OF OPERATIONS
 
 
 
 
 
Three Months Ended May 31, 2013
 
 
The Company
   
Trade Leasing
 
Combined Company and Trade Leasing
 
 
 
   
 
 
Revenues
 
$
10,500
   
$
232,870
 
$
243,370
 
 
                   
Cost of sales
   
37,302
     
91,553
   
128,855
 
 
                   
Gross Margin
   
(26,802
)
   
141,317
   
114,515
 
 
                   
Operating Expenses
   
393,974
     
10,184
   
404,158
 
 
                   
Operating (Loss) Income
   
(420,776
)
   
131,133
   
(289,643
)
 
                   
Other expense
                   
   Interest expense
   
2,672
     
-
   
2,672
 
 
                     
Net Income (Loss)
 
$
(423,448
)
 
$
131,133
 
$
(292,315
)
 
 
STATEMENT OF OPERATIONS
 
 
   
 
 
 
 
Nine Months Ended May 31, 2013
 
 
 
The Company
   
Trade Leasing
 
Combined Company and Trade Leasing
 
 
 
   
 
 
Revenues
 
$
10,811
   
$
538,430
 
$
549,241
 
 
                   
Cost of sales
   
126,761
     
259,325
   
386,086
 
 
                   
Gross Margin
   
(115,950
)
   
279,105
   
163,155
 
 
                   
Operating Expenses
   
474,195
     
72,906
   
547,101
 
 
                   
Operating (Loss) Income
   
(590,145
)
   
206,199
   
(383,946
)
 
                   
Other expense
                   
   Interest expense
   
9,385
     
-
   
9,385
 
 
                     
Net Income (Loss)
 
$
(599,530
)
 
$
206,199
 
$
(393,331
)
 
  
13


NOTE 4 – CAPITAL STOCK
 
The Company's authorized capital is 74,000,000 common shares with a par value of $0.001 per share and 100,000 preferred shares with a par value of $0.001 per share.  
 
2013
 
During the fiscal year ended August 31, 2013 the company sold 359,814 shares to various individuals for cash of $171,576.  An additional cash amount of $28,700 was received from the stock receivable at August 31, 2012.
 
During the fiscal year ended August 31, 2013, $15,338 of interest expense was imputed from a promissory note with related party Hallmark Venture Group, Inc. based upon the average balance during the year at an interest rate of 10 percent.
 
On April 16, 2013, the Company granted 300,000 restricted shares to Newport Capital Consultants for consulting services to be performed over the two year period beginning on that date.  As there were no claw-back provisions on the shares, the Company expensed fully the fair value of the shares on the Agreement date valued at $195,000 based upon the closing market price on the date of grant.  In addition, 300,000 trading shares were contributed by U.S. Affiliated, Inc. which was accounted for as a capital contribution of shares which were transferred to Newport Capital Consultants as additional stock compensation expense of $195,000 based upon the closing market price on the date of grant.
 
On May 31, 2013, the Company issued 4,000,000 shares to Hallmark Venture Group, Inc. as consideration its interest in the 25,000 shares of Trade Leasing, Inc., on June 5, 2013; the shares were booked at par value issuance cost with a decrease to additional paid in capital of $4,000 due to treatment requirements for stock granted for an acquisition of an entity under common control.  The transaction was accounted for as an acquisition of entity under common control which requires booking the transaction at historical cost.
  
On June 21, 2013, for value received, the Company gave a convertible promissory note to Howard Nunn, in the original principal amount of $23,003 (the "Nunn Note"). The Nunn Note has a maturity date of September 30, 2013, and principle and accrued interest at the rate of twelve percent (12%). The note holder has an option to convert the note into Common Stock at the price of $0.50 per share.
 
The Company evaluated the Nunn Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, does not constitute a derivative liability as the appropriate number of shares will be available or issuable for settlement to occur. The beneficial conversion feature discount resulting from the conversion price of $0.75 below the market price on June 21, 2013 of $1.25 provided a value of $23,003; which was recorded as an increase to additional paid in capital and a reduction of debt due to the discount. As of August 31, 2013, the remaining debt discount balance was $6,833.
 
During the fiscal year ended August 31, 2013, $6,000 of rent expense was imputed from a lease note with related party Hallmark Venture Group, Inc. based upon the calculated fair value of the space provided at no cost to the Company.
 
During the fiscal year ended August 31, 2013, $28,000 of capital was contributed by Hallmark Venture Group, Inc., in payment of lease expenses for Trade Leasing, Inc.
 
2014
 
During the three months ended November 30, 2013 the Company sold 20,000 shares for a $10,000 receivable from one investor.
 
During the three months ended February 28, 2014 the Company sold 43,333 shares for $15,000 of cash from an unrelated investor.
 
14

During the three months ended May 31, 2014 the Company sold 55,000 shares for $9,750 of cash from three unrelated investors.
 
During the nine months ended May 31, 2014, $10,716 of interest expense was imputed from a promissory note with related party Hallmark Venture Group, Inc. based upon the average balance during the period at an interest rate of 10 percent.
 
No preferred shares have been issued.
 
As of May 31, 2014, and August 31, 2013, the Company has not granted any stock options.  
  
Stock Based Compensation
 
We have accounted for stock based compensation under the provisions of FASB Accounting Standards codification (ASC) 718-10-55.  (Prior authoritative literature:  FASB Statement 123 (R), Share-based payment.)  This statement requires us to record any expense associated with the fair value of stock based compensation.  Determining fair value requires input of highly subjective assumptions, including the expected price volatility.  Changes in these assumptions can materially affect the fair value estimate.
 
NOTE 5 – DEBT TRANSACTIONS
 
Convertible Note Payable
 
On June 21, 2013, for value received, the Company gave a convertible promissory note to Howard Nunn, in the original principal amount of $23,003 (the Nunn Note). The Nunn Note has a maturity date of September 30, 2014, and principle and accrued interest at the rate of twelve percent (12%). The note holder has an option to convert the note into Common Stock at the price of $0.50 per share.
  
The Company evaluated the Nunn Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, does not constitute a derivative liability as the appropriate number of shares will be available or issuable for settlement to occur. The beneficial conversion feature discount resulting from the conversion price of $0.75 below the market price on June 21, 2013 of $1.25 provided a value of $23,003; which was recorded as an increase to additional paid in capital and a reduction of debt due to the discount. The discount was amortized accordingly to the effective interest method over the term of the convertible note in the amount of $6,833 for the nine months ended May 31, 2014.   As of May 31, 2014, the remaining debt discount balance was $0.  Accrued interest at May 31, 2014 and August 31, 2013 were $2,607 and $537, respectively.
 
Promissory Note – Related Party
 
On August 25, 2011, the Company entered into a loan agreement with Hallmark Venture Group, Inc., with no maturity date or interest rate. During the fiscal year ended August 31, 2013 and the nine months ended May 31, 2014, the Company has received funds of $141,493and $5,280, respectively, and repaid funds of $48,258 and $190,964, respectively.  During the nine month periods ended May 31, 2014 and May 31, 2013, the Company has imputed interest at a reasonable rate of 10 percent totaling $10,716 and $9,385, respectively.  
 
NOTE 6 - RELATED PARTY TRANSACTIONS
 
Promissory Note – Related Party
 
On August 25, 2011, the Company entered into a loan agreement with Hallmark Venture Group, Inc., with no maturity date or interest rate. During the fiscal year ended August 31, 2013 and the nine months ended May 31, 2014, the Company has received funds of $141,493and $5,280, respectively, and repaid funds of $48,258 and $190,964, respectively.  During the nine month periods ended May 31, 2014 and May 31, 2013, the Company has imputed interest at a reasonable rate of 10 percent totaling $10,716 and $9,385, respectively.  
 
15

Common Stock Transactions
 
On May 31, 2013, the Company issued 4,000,000 shares to Hallmark Venture Group, Inc. as consideration its interest in the 25,000 shares of Trade Leasing, Inc., on June 5, 2013; the shares were booked at par value issuance cost with a decrease to additional paid in capital of $4,000 due to treatment requirements for stock granted for an acquisition of an entity under common control.  The transaction was accounted for as an acquisition of entity under common control which requires booking the transaction at historical cost.
 
Lease Commitments
 
Our principal executive offices are located in 600 square feet in a building at 18482 Park Villa Place, Villa Park, California 92861. The space is furnished by Hallmark Venture Group, Inc., a related party, at no charge.  
  
NOTE 7 – INCOME TAXES
 
The Company accounts for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations.
 
No provision for federal income taxes has been recorded due to the net operating loss carry forwards totaling approximately $634,955 as of May 31, 2014, that will be offset against future taxable income.  The available net operating loss carry forwards of approximately $634,955 will expire in various years through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carry forwards.
 
The actual income tax provisions differ from the expected amounts calculated by applying the statutory income tax rate to the Company's loss before income taxes.  The components of these differences are as follows at May 31, 2014 and August 31, 2013:
 
 
 
5/31//14
   
8/31/13
 
 Net tax loss carry-forwards
 
$
634,955
   
$
631,243
 
 Statutory rate    
   
34
%
   
34
%
 Expected tax recovery
   
215,885
     
217,623
 
 Change in valuation allowance
   
(215,885
)
   
(217,623
)
 Income tax provision
 
$
-
   
$
-
 
 
               
 Components of deferred tax asset:
               
 Non capital tax loss carry forwards 
 
$
215,885
   
$
217,623
 
 Less: valuation allowance   
   
(215,885
)
   
(217,623
)
 Net deferred tax asset 
 
$
-
   
$
-
 
 
16


NOTE 8 – COMMITMENTS AND CONTINGENCIES
 
Litigation
 
None.
 
Operating Leases
 
Service Team Inc. leases a manufacturing facility at 10633 Ruchti Road, South Gate, California 90280 on a year-to-year basis for $7,000 per month.  The location consists of three acres of land with two buildings, a fabrication building of 6,000 square feet and a final assembly building of 12,000 square feet.  The final assembly building includes a large spray booth capable of accommodating large trucks and office space for four offices.  The minimum lease payments required over the next 12 months is $84,000.
 
Our principal executive offices are located in 600 square feet in a building at 18482 Park Villa Place, Villa Park, California 92861. The space is furnished by Hallmark Venture Group, Inc., a related party, at no charge.
 
NOTE 9 – SEGMENT REPORTING
 
Our operations are managed through two operating segments, as shown below. We disclose the results of each of our operating segments in accordance with ASC 280, Segment Reporting. Each of the operating segments is managed under a common structure chaired by our Chief Executive Officer and discrete financial information for both of the segments is available. Our Chief Executive Officer uses the operating results of each of the two operating segments for performance evaluation and resource allocation and, as such, is the chief operating decision maker. The activities of each of our segments from which they earn revenues and incur expenses are described below: 
 
 
 
The Trade Leasing segment is involved in the manufacture and repair of truck bodies.
 
 
 
The Service Products segment specializes in electronics service, repair and sales.
 
Summarized financial information concerning reportable segments is shown in the following table for the nine months ended:
 
May 31, 2014:
 
   
 
 
 
 
Service Products
   
Trade Leasing
 
Total
 
 
 
   
 
 
Revenues
 
$
-
   
$
1,370,355
 
$
1,370,355
 
 
                   
Cost of sales
   
9,046
     
1,137,215
   
1,146,261
 
 
                   
Gross Profit (Loss) Margin
   
(9,046
)
   
233,140
   
224,094
 
 
                   
Operating Expenses
   
62,558
     
154,178
   
216,736
 
 
                   
Operating Income (Loss)
   
(71,604
)
   
78,962
   
7,358
 
 
                   
Other expense
                   
   Interest expense
   
19,619
     
-
   
19,619
 
 
                     
Net Loss
 
$
(91,223
)
 
$
78,962
 
$
(12,261
 
 
 
17

 
 
   
 
 
May 31, 2013:
 
   
 
 
 
 
Service Products
   
Trade Leasing
 
Total
 
 
 
   
 
 
Revenues
 
$
10,811
   
$
538,430
 
$
549,241
 
 
                   
Cost of sales
   
126,761
     
259,325
   
386,086
 
 
                   
Gross Margin
   
(115,950
)
   
279,105
   
163,155
 
 
                   
Operating Expenses
   
474,195
     
72,906
   
547,101
 
 
                   
Operating (Loss) Income
   
(590,145
)
   
206,199
   
(383,946
)
 
                   
Other expense
                   
   Interest expense
   
9,385
     
-
   
9,385
 
 
                     
Net Income (Loss)
 
$
(599,530
)
 
$
206,199
 
$
(393,331
)
 
NOTE 10 – SUBSEQUENT EVENTS
 
There were no subsequent events through the date that the financial statements were issued. 
 
 
18


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
 
Overview of Our Company
 
Service Team Inc. (the Company) was incorporated pursuant to the laws of the State of Nevada on June 6, 2011.  The Company was organized to comply with the warranty obligations of electronic devices manufactured by companies outside of the United States.  The business proved to be unprofitable and the Company reduced its warranty and repair operations.  On June 5, 2013, Service Team Inc. acquired 25,000 common shares of Trade Leasing, Inc., granting 100% ownership, for 4,000,000 shares of its common stock; in addition, both entities are under common control.   Trade Leasing, Inc., a California corporation, was incorporated on November 1, 2011, and commenced business January 1, 2013.  Trade Leasing, Inc. is principally involved in the manufacturing, maintenance and repair of truck bodies.  Service Team Inc. and Trade Leasing Inc. have not been involved in a bankruptcy, receivership or any similar proceeding. The acquisition of Trade Leasing Inc. is a major change in the operations of the company. Trade Leasing is being operated as a separate division of Service Team Inc.
 
Trade Leasing Division.  This division is involved in the manufacture and repair of truck bodies.  The Company manufactures truck bodies that are attached to a truck chassis which consists of an engine, drive train, a frame with wheels, and in some cases, a cab.  The truck chassis is manufactured by third parties that are major automotive or truck companies.  These companies do not typically build specialized truck bodies.  The company is also involved in other products used by the trucking industry.   The company operates a complete manufacturing and repair facility in South Gate, California.  The facility manufactures both custom and standard production truck bodies in approximately 70 different models designed to fill the specialized demands of the user.   The vans are available for hauling dry freight or refrigerated freight.  The refrigerated vans are built with two to four inches of foam insulating that is sprayed in place for hauling refrigerated products such as meats, vegetables, flowers and similar products.  The Company installs different types of cooling systems in the trucks.  This varies from motor driven units installed outside the van body or refrigeration units driven off the engine of the truck.  Some refrigerated trucks use a system called "cold plate" where a large metal plate is cooled by power while the truck is parked.  The power is then unplugged and the truck will stay cool for many hours.  The Company's customers are auto dealers and users of trucks; such as dairies, food distributors and local delivery. The company has approximately 400 customers. One customer South Bay Ford represented more than 10% of sale in the last 12 months. The company is not dependent on a few major customers. Trade Leasing purchases raw materials from approximately 25 suppliers.  There are several hundred similar suppliers of comparable materials in the local area. Trade Leasing Inc. purchases refrigeration units from Thermoking Corporation a division of United Technologies and Carrier Corporation, a division of Ingersol Rand Corporation. The two companies represent more than 80% of the refrigeration unit market. There are several other manufactures of refrigeration units that represent a small part of the market. Trade Leasing Inc. employs 23 factory workers and 3 management personnel.  The management personnel make all of the sales and manage the factory. The company has all of the government licenses necessary to conduct its business. These include 9 different city, county and state licenses covering vehicle transportation, air quality, hazard waste (Paint), land or building use, and sales tax.
 
Service Products Division.  This division specializes in electronics service, repair and sales.  Most electronic devices today are produced in foreign countries, mostly Asia.  These companies have minimal local presence and do not have the ability to honor the warranty commitments that retailers require to sell their products.  Service Products Division is able to fulfill the requirements of these foreign manufacturers so that they may sell their products in the United States.   Service Products Division operates a service and repair facility in Chula Vista, California.  Service Products Division is also in the business of marketing electronic products.  This division is currently marketing a small battery backup charge called, MyPowerPebble.  It is used to plug into a cell phone or laptop computer to extend the time between recharging the appliance.  MyPowerPebble is a small, compact egg shaped device that has no cords or wiring.  This division has prepared an Infomercial for airing on national television.  The company has bought several hundred slots of air time on television and cable stations to market the product.  This may be accessed at www.mypowerpebble.com    The Infomercial began airing over the internet the week of December 16th and will be aired over national television starting in April 2014.  Service Products Division has also contracted for two additional products to be developed over the next several months. 
  
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Acquisition of Trade Leasing, Inc.
 
On June 5, 2013, the Company closed on a Stock Exchange Agreement (SEA) with Hallmark Holdings Inc. Pursuant to the SEA, we purchased all of Hallmark's 25,000 shares in Trade Leasing, Inc., a California corporation, which gave the Company ownership of all of its furniture, equipment and vehicles in exchange for 4,000,000 common shares of the Company.
 
This acquisition was accounted for as an acquisition by entities under common control due to the fact that both Service Team, Inc. and Trade Leasing, Inc. were and continue to be commonly held by Hallmark Venture Group, Inc., and its affiliates. The ownership structure of the Company did not change as a result nor did any of its officers change positions.
 
As the assets acquired were from an entity under common control, the assets from Trade Leasing, Inc. have been combined at historical cost for all periods presented, with no step-up in basis. See Note 3 for further information.
 
Liquidity and Capital Resources
 
As of May 31, 2014, we had assets of $107,386 including current assets of $98,140.   We have accounts payable of $159,144, related party notes payable (Hallmark Venture Group) of $14,315, convertible notes payable of $18,003, contingent liabilities of $54,100, and accrued expenses of $40,425.   The amount owed Hallmark Venture Group, Inc. were funds advanced to pay our on-going expenses.   Hallmark Venture Group, Inc. is prepared to advance us additional funds as needed. There is no firm payback date. It is to be repaid when we have funds available. Accrued expenses are for work performed by employees during the organizational stage of the Company. There is no firm date which these are to be paid. It is to be repaid when we have funds available.  Since inception we have also raised $305,579 from the sale of our common stock.  We believe our ability to achieve commercial success and continued growth will be dependent upon our continued access to capital either through additional sale of our equity or cash generated from operations. We will seek to obtain additional working capital through the sale of our securities. We will attempt to obtain additional capital through bank lines of credit; however, we have no agreements or understandings with third parties at this time.   Management believes that the acquisition of Trade Leasing, Inc. adds sales of more than one million dollars per year and a projected profit of more than one hundred thousand dollars.
   
Rescission Offer
 
The Company has a contingent liability associated with the rescission offer (as noted below) made to investors due to the sale of unregistered stock.  The liability is equal to the number of shares of common stock sold of 541,000 times the selling price of $0.10 per share which equals $54,100.  As of February 28, 2014, and August 31, 2013, the estimated dollar value of the contingent liability is $54,100 and $54,100, respectively.
 
During the period from November 29, 2011, until June 1, 2012, the Company sold 541,000 shares to various individuals for a total cash consideration of $54,100.  The funds were used for operating capital of the Company including rent and payroll. These sales of our shares sold after the filing date of our S-1 Registration (November 29, 2011) may not be covered by a valid private placement exemption from the registration requirements due to possible integration with the public offering.  To be certain of our position we have elected to offer rescission for all private sales made after November 29, 2011.  Our rescission offer covers twenty-five shareholders (25) for a total of 541,000 shares originally sold for $54,100. 
  
Results of Operations
 
Three Months Ended May 31, 2014 compared to the Three Months Ended May 31, 2013
 
Sales during the three month period ended May 31, 2014, were $450,237 compared to $243,370 for the three month period ending May 31, 2013.   Our cost of revenues was $266,439 which consisted primarily of manufacturing and repair personnel salaries and purchases of materials for construction.  Our operating expenses were $107,302. We had profit from operations of $76,496.  Our interest expense was $1,874; leaving net income of $74,622.  
 
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Nine Months Ended May 31, 2014 compared to the Nine Months Ended May 31, 2013
 
Sales during the nine month period ended May 31, 2014, were $1,370,355 compared to $549,241 for the nine month period ending May 31, 2013.   Our cost of revenues was $1,146,261 which consisted primarily of manufacturing and repair personnel salaries and purchases of materials for construction.  Our operating expenses were $216,736. We had income from operations of $7,358.  Our interest expense was $19,619; leaving a net loss of $12,261.  
 
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.
 
Not Applicable
 
Item 4.  Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures
 
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a, 15(c) and 15d, 15(e)). Based upon that evaluation, our principal executive officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure.
  
Inherent Limitations of Internal Controls
 
Our Principal Executive Officer does not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
 
Changes in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting, other than those stated above, during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
 
 
 
 
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PART II—OTHER INFORMATION
 
 
Item 1.  Legal Proceedings.
 
None
 
Item 1A. Risk Factors.
 
Not applicable.
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
 
During the period from August 31, 2013, to May 31, 2014, the Company sold 118,333 shares of common stock for consideration of $34,750.
 
Item 3. Defaults Upon Senior Securities.
 
None.
 
Item 4.  Mine Safety Disclosures.
 
Not applicable.
    
Item 5. Other Information.
 
None.
 
Item 6. Exhibits.
 
(a)  
The following exhibits are filed with this report.
 
31.1  Certification by Chief Executive Officer pursuant to Sarbanes Oxley Section 302.
 
31.2  Certification by Chief Financial Officer pursuant to Sarbanes Oxley Section 302.
 
32.l  Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
 
32.2  Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
 
101   Interactive Data Files
 
 
 
 
 
 
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SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Service Team Inc.
 
 
 
 
 
Date  July 14, 2014
By:
/s/ Carlos Arreola
 
 
 
Carlos Arreola
 
 
 
Chief Executive Officer and President
Principal Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
Date  July 14, 2014
By:
/s/ Robert L. Cashman
 
 
 
Robert L. Cashman
 
 
 
Chief Financial Officer
Principal Financial and Accounting Officer
 
 
 
 
 
 

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