Attached files
| file | filename |
|---|---|
| EX-32.1 - Orbis Corp | ex32-1.htm |
| EX-31.1 - Orbis Corp | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
[ ] 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: 333-199205
ORBIS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Nevada |
| (State or other jurisdiction of |
| incorporation or organization) |
| 100 Peffer Law Circle | ||
| Brampton, Ontario | ||
| Canada | L6Y 0L6 | |
| (Address of principal executive offices) | (Zip Code) |
(647) 308-5963
(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 [ ]
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]
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 definitions of “large accelerated filer, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| Non-accelerated filer | [ ] | Smaller reporting company | [X] |
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of November 23, 2015, there were 99,900,000 shares of the registrant’s common stock issued and outstanding.
ORBIS CORPORATION
INDEX
| 2 |
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this quarterly report on Form 10-Q. Additionally, statements concerning future matters are forward-looking statements.
Although forward-looking statements in this quarterly report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the fiscal year ended December 31, 2014, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this quarterly report on Form 10-Q and in other reports that we file with the Securities and Exchange Commission (the “SEC”). You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this quarterly report on Form 10-Q.
We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with, or furnish to, the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this quarterly report on Form 10-Q, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
| 3 |
PART I – FINANCIAL INFORMATION
ORBIS CORPORATION AND SUBSIDIARIES
| September 30, 2015 | December 31, 2014 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 4,781 | $ | 20,052 | ||||
| Accounts receivable | 112,437 | 37,325 | ||||||
| Due from factor | 1,061 | 3,353 | ||||||
| Total Current Assets | 118,279 | 60,730 | ||||||
| Website costs, net | 76,063 | - | ||||||
| Total Assets | $ | 194,342 | $ | 60,730 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 26,800 | $ | - | ||||
| Accrued expenses | 26,730 | 44,568 | ||||||
| Accrued interest payable | 5,362 | 1,709 | ||||||
| Due to sub-contractors | 25,120 | 17,962 | ||||||
| Loan payable to factor | 101,466 | 33,592 | ||||||
| Advances from officer | 25,702 | - | ||||||
| Compensation payable to officer | 6,640 | - | ||||||
| Sales tax payable | 82,170 | 45,789 | ||||||
| Convertible notes payable | 48,833 | 48,833 | ||||||
| Total Current Liabilities | 348,823 | 192,453 | ||||||
| Total Liabilities | 348,823 | 192,453 | ||||||
| Stockholders’ Deficit: | ||||||||
| Common stock $0.0001 par value; 500,000,000 shares authorized; 86,550,000 shares and 75,000,000 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 8,655 | 7,500 | ||||||
| Additional paid in capital | 107,205 | (7,140 | ) | |||||
| Accumulated deficit | (284,670 | ) | (139,427 | ) | ||||
| Accumulated other comprehensive income | 14,329 | 7,344 | ||||||
| Total Stockholders’ Deficit | (154,481 | ) | (131,723 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 194,342 | $ | 60,730 | ||||
See accompanying condensed notes to the unaudited consolidated financial statements.
| F-1 |
ORBIS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE
INCOME (LOSS)
(Unaudited)
| For The Three Months Ended September 30, | For The Nine Months Ended September 30, | |||||||||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||||||||
| Revenue | $ | 134,050 | $ | 86,621 | $ | 350,750 | $ | 192,873 | ||||||||
| Cost of revenue | 89,624 | 68,466 | 279,681 | 136,173 | ||||||||||||
| Gross profit | 44,426 | 18,155 | 71,069 | 56,700 | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Amortization expense | 2,506 | - | 2,506 | - | ||||||||||||
| Officer’s compensation | 52,287 | 19,888 | 79,694 | 39,684 | ||||||||||||
| Professional fees | 15,103 | 11,915 | 78,069 | 48,833 | ||||||||||||
| General and administrative | 2,851 | 2,875 | 37,436 | 8,075 | ||||||||||||
| Total Operating Expenses | 72,747 | 34,678 | 197,705 | 96,592 | ||||||||||||
| Loss from Operations | (28,321 | ) | (16,523 | ) | (126,636 | ) | (39,892 | ) | ||||||||
| Other Income (Expenses): | ||||||||||||||||
| Factoring fees | (6,920 | ) | (3,013 | ) | (14,955 | ) | (5,785 | ) | ||||||||
| Interest expense | (1,230 | ) | (478 | ) | (3,652 | ) | (478 | ) | ||||||||
| Total Other Income (Expenses) | (8,150 | ) | (3,491 | ) | (18,607 | ) | (6,263 | ) | ||||||||
| Net loss | $ | (36,471 | ) | $ | (20,014 | ) | $ | (145,243 | ) | $ | (46,155 | ) | ||||
| Other Comprehensive Income (Loss): | ||||||||||||||||
| Net loss | (36,471 | ) | (20,014 | ) | (145,243 | ) | (46,155 | ) | ||||||||
| Unrealized foreign currency translation gain (loss) | 4,792 | 1,759 | 6,985 | 1,938 | ||||||||||||
| Total other comprehensive income (loss) | $ | (31,679 | ) | $ | (18,255 | ) | $ | (138,258 | ) | $ | (44,217 | ) | ||||
| Net loss per common share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| Weighted average shares outstanding - basic and diluted | 83,539,130 | 75,000,000 | 78,419,780 | 75,000,000 | ||||||||||||
See accompanying condensed notes to the unaudited consolidated financial statements.
| F-2 |
ORBIS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For The Nine Months Ended September 30, | ||||||||
| 2015 | 2014 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | (145,243 | ) | $ | (46,155 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization expense | 2,506 | - | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | (83,308 | ) | (30,020 | ) | ||||
| Accounts payable and accrued expenses | 11,930 | 5,252 | ||||||
| Accrued interest payable | 3,652 | 478 | ||||||
| Due to subcontractors | 12,939 | 10,048 | ||||||
| Sales tax payable | 45,211 | (2,757 | ) | |||||
| Net Cash Used In Operating Activities | (152,313 | ) | (63,154 | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Cash paid for website costs | (83,533 | ) | - | |||||
| Net Cash Used for Investing Activities | (83,533 | ) | - | |||||
| Cash Flows From Financing Activities: | ||||||||
| Loan proceeds from (repayments to) factor, net | 77,040 | 22,216 | ||||||
| Cash advances from officer | 29,993 | - | ||||||
| Cash proceeds from sale of stock | 115,500 | - | ||||||
| Loan proceeds from convertible promissory notes | - | 48,833 | ||||||
| Net Cash Provided by Financing Activities | 222,533 | 71,049 | ||||||
| Effect of Exchange Rate Changes on Cash | (1,958 | ) | (505 | ) | ||||
| Net (Decrease) Increase in Cash | (15,271 | ) | 7,390 | |||||
| Cash, Beginning of Period | 20,052 | 8,393 | ||||||
| Cash, End of Period | $ | 4,781 | $ | 15,783 | ||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
See accompanying condensed notes to the unaudited consolidated financial statements.
| F-3 |
ORBIS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(UNAUDITED)
NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN
Nature of Operations
Orbis Corporation was incorporated in January 2014 to reorganize Ceberus Distribution & Courier Services, Inc. (“Ceberus”) which was incorporated under the laws of the Province of Ontario on June 5, 2009. The consolidated entity is referred to as “the Company”. The Company provides distribution and courier service primarily for the medical field and currently operates only in Canada.
The reorganization, which occurred in July 2014, is retroactively reflected in the accompanying consolidated financial statements and footnotes for all periods presented.
Basis of Presentation
The accompanying interim consolidated financial statements are unaudited, but in the opinion of management of the Company, contain all adjustments, which include normal recurring adjustments necessary to present fairly the financial position at September 30, 2015, and the results of operations and cash flows for the three months and nine months periods ended September 30, 2015. The balance sheet as of December 31, 2014 is derived from the Company’s audited consolidated financial statements.
Certain information and footnote disclosures normally included in consolidated financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these interim consolidated financial statements are adequate to make the information presented therein not misleading. For further information, refer to the consolidated financial statements and the notes thereto contained in the Company’s 2014 Annual Report filed with the Securities and Exchange Commission on Form 10-K on April 9, 2015.
Going Concern
As reflected in the accompanying consolidated financial statements, the Company had a net loss of $145,243 for the nine months ended September 30, 2015 and cash used in operating activities of $152,313 for the nine months ended September 30, 2015. The Company had a working capital deficit of $230,544, accumulated deficit of $284,670 and stockholders’ deficit of $154,481 as of September 30, 2015. These matters raise a substantial doubt about the Company’s ability to continue as a going concern.
The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan and raise capital. Ultimately, the continuation of the Company as a going concern is dependent upon the ability of the Company to generate sufficient revenue and to attain profitable operations. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
| F-4 |
ORBIS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(UNAUDITED)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Orbis Corporation and its wholly-owned subsidiaries, Ceberus Distribution & Courier Services, Inc. located in Canada, and Orbis Logistics Limited, a recently formed inactive subsidiary located in the United Kingdom. All intercompany balances and transactions have been eliminated in consolidation.
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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates in the accompanying consolidated financial statements include the allowance on accounts receivable, valuation of deferred tax assets, valuation of intangible assets and estimates of sales taxes payable. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Significant Customers and Concentration of Credit Risk
During the three and nine months ended September 30, 2015 and 2014, one customer accounted for 100% of total sales. At September 30, 2015 and December 31, 2014, the same one customer accounted for 100% of accounts receivable.
Geographic Concentration of Business
During the three and nine months ended September 30, 2015 and 2014, the Company provided point-to-point delivery services of medical specimens from hospitals, medical laboratories and medical centers across the Greater Toronto Area and surrounding areas including York Region, Durham Region and Peel Region.
Fair Value of Financial Instruments and Fair Value Measurements
We measure our financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their short maturities. Amounts recorded for loans payable also approximate fair value because current interest rates available to us for debt with similar terms and maturities are substantially the same.
We follow accounting guidance for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost).
| F-5 |
ORBIS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(UNAUDITED)
The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs, other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.
Accounts Receivable and Factoring
Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. In determining the collections on the accounts, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances.
The Company accounts for the transfer of our accounts receivable to a third party under a factoring agreement in accordance with ASC 860-10-40-5 “Transfers and Servicing”. ASC 860-10 requires that several conditions be met in order to present the transfer of accounts receivable as a sale. Even though we have isolated the transferred (sold) assets and we have the legal right to transfer our assets (accounts receivable) we do not meet the third test of effective control since our accounts receivable sales agreement with the factor requires us to be liable in the event of default by one of our customers. Because we do not meet all three conditions, we do not qualify for sale treatment and our debt incurred with respect to the sale of our accounts receivable is presented as a secured loan liability “Loan payable to factor” on our consolidated balance sheet.
Revenue Recognition
The Company recognizes revenue upon delivery of shipments for our distribution and courier services business. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery services have been rendered, the price is fixed or determinable and collectability is reasonably assured. The Company’s specific revenue recognition policies are as follows:
The Company recognizes revenue from the weekly billing it performs based on the number of hours driven on various routes and evidenced by the customer authorization and acceptance of completed routes and any special runs authorized by the customer.
Cost of Revenue
Cost of revenue includes subcontractor expenses which are amounts paid or due to courier drivers and the costs of fuel and vehicle maintenance.
| F-6 |
ORBIS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(UNAUDITED)
Intangible Assets
The Company records the purchase of intangible assets not purchased in a business combination in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350 “Intangibles - Goodwill and Other”.
Capitalized Website Costs
Generally, costs for developing website application and infrastructure, creating the initial graphics of the website, and adding upgrades and enhancements are capitalized whereas costs for planning, adding content, and operating the website are expensed as incurred. Capitalized website costs are stated at cost less accumulated amortization. Amortization is computed on a straight-line basis over the expected useful life of the website and related upgrades and enhancements.
Income Taxes
The Company’s operating subsidiary is governed by Canadian income tax laws, which are administered by the Canada Revenue Agency, and the parent holding company is governed by U.S. tax laws.
The Company follows FASB ASC 740 when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.
The Company adopted provisions of ASC 740, Sections 25 through 60, “Accounting for Uncertainty in Income Taxes.” These sections provide detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized upon the adoption of ASC 740 and in subsequent periods. Upon the adoption of ASC 740, the Company had no unrecognized tax benefits. During the three and nine months ended September 30, 2015 and 2014, no adjustments were recognized for uncertain tax benefits. The tax years 2009 through 2014 are subject to examination by the Canada Revenue Agency.
Earnings (Loss) Per Share
Basic earnings (loss) per share (EPS) are computed by dividing net earnings (loss) by the weighted average number of common shares outstanding. The dilutive EPS adds the dilutive effect of stock options, warrants and other common stock equivalents. As of September 30, 2015 and December 31, 2014, there were $48,833 of convertible notes principal balance that were convertible into 4,883,300 shares of common stock. The effect of these common stock equivalents is anti-dilutive due to the Company’s net loss.
Foreign Currency Translation
The accompanying consolidated financial statements are presented in U.S. Dollars (“USD”). The reporting currency of the Company is the USD. The functional currency of the Company’s operating subsidiary is Canadian Dollar (CAD). Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the spot exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into USD are included in determining comprehensive income (loss). The foreign currency translation adjustment included in comprehensive income and loss for the three and nine months periods ended September 30, 2015 resulted in a gain of $4,792 and $6,985, compared to a gain of $1,759 and $1,938, respectively, for the same periods in 2014.
| F-7 |
ORBIS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(UNAUDITED)
Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the results of operations as incurred.
As of September 30, 2015 and December 31, 2014, the exchange rates used to translate amounts in Canadian Dollars into USD for the purposes of preparing the financial statements were as follows:
| September 30, 2015 | December 31, 2014 | |||||||
| Exchange rate on balance sheet dates CAD : USD exchange rate | 0.7461 | 0.8599 | ||||||
| Average exchange rate for the period CAD : USD exchange rate | 0.7948 | 0.9058 | ||||||
Recent Issued Accounting Standards
The Company implemented all new accounting standards that are in effect and that may impact the consolidated financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on the consolidated financial position or results of operations.
NOTE 3 – ACCOUNTS RECEIVABLE AND FACTORING
In March 2013, the Company entered into an agreement with a Factoring company whereby the Company will assign, in the Factor’s sole discretion, selected accounts receivable to the Factor in exchange for initial cash funding (“factor advances”) for 90% of the factored receivable. The minimum 10% reserve held back by the Factor is released, less fees, after collection of the account receivable by the Factor. The Company pays a factor fee of one tenth of a percent (0.10%) daily of the face value of submitted invoices until collected. The factoring agreement provides for full recourse against the Company for factored accounts receivable that are not collected by the Factor for any reason, and the collection of such accounts receivable are fully secured by substantially all assets of the Company. The factoring advances at September 30, 2015 and December 31, 2014 which have been treated as secured loans on the accompanying consolidated balance sheets were $101,466 and $33,592, respectively. The total accounts receivable factored for the nine months ended September 30, 2015 and 2014 were $350,548 and $238,349, respectively. The factor fees incurred for the three and nine months ended September 30, 2015 and 2014 were $6,920 and $14,955 as compared to factor fees of $3,013 and $5,785, respectively, for the same periods in 2014. Total outstanding accounts receivable factored at September 30, 2015 and December 31, 2014 which is included in accounts receivable on the accompanying consolidated balance sheets were $112,437 and $37,325, respectively. The holdback amount due from the factor related to accounts receivable that the factor has collected as of September 30, 2015 and December 31, 2014 was $1,061 and $3,353, respectively.
Accounts Receivable as of September 30, 2015 and December 31, 2014 are as follows:
| September 30, 2015 | December 31, 2014 | |||||||
| (Unaudited) | ||||||||
| Factored Accounts Receivable | $ | 112,437 | $ | 37,325 | ||||
| Allowance for doubtful accounts | - | - | ||||||
| Accounts receivable, net | $ | 112,437 | $ | 37,325 | ||||
| F-8 |
ORBIS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(UNAUDITED)
NOTE 4 – CAPITALIZED WEBSITE COSTS
Capitalized website costs consisted of the following at September 30, 2015 and December 31, 2014:
| September 30, 2015 | December 31, 2014 | |||||||
| (Unaudited) | ||||||||
| Capitalized website costs | $ | 78,569 | $ | - | ||||
| Less: accumulated amortization | (2,506 | ) | - | |||||
| Capitalized website costs | $ | 76,063 | $ | - | ||||
Amortization expense of capitalized website costs for the three and nine months ended September 30, 2015 were $2,506 and $2,506, compared to $0 and $0, respectively, for the same periods in 2014.
The following is a schedule of estimated future amortization expense of capitalized website costs at September 30, 2015:
| Year Ending December 31, | Amortization | |||
| 2015 | $ | 3,921 | ||
| 2016 | 15,683 | |||
| 2017 | 15,683 | |||
| 2018 | 15,683 | |||
| 2019 | 15,683 | |||
| 2020 | 9,410 | |||
| Total | $ | 76,063 | ||
NOTE 5 – SALES TAX PAYABLE
Harmonized Sales Taxes “HST”
HST is a consumption tax in Canada. These taxes are considered “value added” taxes as they are based on net sales and purchases of goods and services. The Company has estimated the HST payable and related interest and penalties payable for the periods ended:
| September 30, 2015 | December 31, 2014 | |||||||
| (Unaudited) | ||||||||
| HST Payables | $ | 79,283 | $ | 42,461 | ||||
| Penalties and interest payable | 2,887 | 3,328 | ||||||
| Total HST payable | $ | 82,170 | $ | 45,789 | ||||
| F-9 |
ORBIS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(UNAUDITED)
NOTE 6 – CONVERTIBLE PROMISSORY NOTES
On January 15, March 29, April 16, August 13, and September 25, 2014, the following amounts were paid by a third party on behalf of the Company for legal, accounting and auditing services provided to Ceberus: $12,371 (legal), $9,500 (accounting) and $26,962 (auditing). On August 14, 2014 and September 26, 2014, Convertible Promissory Notes in the amounts of $36,918 and $11,915, respectively, for a total of $48,833, were executed to memorialize the obligation of Orbis to repay the funds. The terms of the Notes are as follows:
Principal and Interest
Interest shall accrue on the unpaid principal balance and any unpaid late fees or other fees under these Notes at a rate of ten percent (10%) per annum until the full amount of the principal and fees has been paid. The entire unpaid principal balance and all accrued and unpaid interest, if any, under this Note, shall be due and payable on the date that is 180 days from the note date. Accrued interest payable on these Notes at September 30, 2015 and December 31, 2014 amounted to $5,362 and $1,709, respectively. Interest expense for the three and nine months periods ended September 30, 2015 and 2014 was $1,231 and $3,652, respectively, as compared to interest expense of $478 for the same periods in 2014. On February 12, 2015, the Company defaulted on the $36,918 note and on March 25, 2015 the Company defaulted on the $11,915 note by failing to pay principal and accrued interest on the maturity dates. However, the lender has not provided notices of default and demand of payment to the Company in writing pursuant to the terms of the Convertible Promissory Notes.
Payment
Unless prepaid or converted in accordance herewith, all principal and accrued interest under these Notes are payable in one lump sum on the Note Maturity Dates. All payments of interest and principal shall be (i) in lawful money of the United States of America, and (ii) in the form of immediately available funds. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal.
Lender Optional Conversion to Shares
Beginning on the date of issuance of these Notes, lender is entitled to convert all amounts due hereunder into shares of the Company’s Common Stock at the Conversion Price. Conversion rights shall terminate upon acceptance by lender of payment in full of principal, accrued interest and any other amounts due under this Note.
Calculation
The number of shares of the Company’s Common Stock to be issued upon conversion of this Debenture shall be determined by dividing (x) the amount of principal and accrued and unpaid interest to be converted by (y) the Conversion Price then in effect.
| F-10 |
ORBIS CORPORATION AND SUBSIDIARIES
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2015
(UNAUDITED)
Conversion Price; Number of Shares
The conversion price shall be computed by dividing the principal sum and any accrued interest outstanding on the Promissory Note by the average volume weighted average price of the Company’s common stock over the seven (7) trading days prior to the Conversion Date and then multiplying the result by 80% (20% discount to market) or $0.01 whichever is greater (the “Conversion Price”), provided, however, that if no market exists, the Conversion Price shall be $0.01 per share.
NOTE 7 – STOCKHOLDERS’ EQUITY
In January 2014, the Company reorganized by forming a U.S. based parent, incorporated in Nevada. The reorganization resulted in a recapitalization of equity and the presentation of the accompanying consolidated financial statements of a consolidated entity. All share and per share data is retroactively restated for the recapitalization for the periods presented.
The Company’s authorized capital at September 30, 2015 consisted of 500,000,000 shares of common stock at a par value of $0.0001 per share.
Pursuant to Stock Subscription Agreements, the Company sold its common stock to accredited investors. During the three months ended September 30, 2015, the Company sold 5,550,000 shares of its common stock at $0.01 per share, receiving $55,500. During the nine months ended September 30, 2015, the Company sold 11,550,000 shares of its common stock at $0.01 per share, receiving $115,500.
As a result of the above stock issuances, the Company has 86,550,000 shares of common stock issued and outstanding as of September 30, 2015.
NOTE 8 – SUBSEQUENT EVENTS
From October 1, 2015 to November 23, 2015, the Company sold 13,350,000 shares of common stock to seven accredited investors pursuant to Stock Subscription Agreements, and received $133,500.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This quarterly report Form 10-Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this quarterly report on Form 10-Q. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission (“SEC”) regulations and is not intended to serve as a basis for projections of future events.
Overview
Prior to July 2014, Ceberus was wholly-owned by Manhor S. Bansal, our President and Chief Executive Officer. On July 18, 2014, Orbis entered into a Capital Contribution Agreement with Mr. Bansal, pursuant to which Mr. Bansal agreed to contribute his 100% membership interest in Ceberus to Orbis in exchange for 75,000,000 shares of Orbis common stock. As a result of the transactions contemplated by the Capital Contribution Agreement, Ceberus became a wholly-owned subsidiary of Orbis.
We are a non-asset based specialized provider of urgent point-to-point delivery service of medical specimens to and from hospitals, medical laboratories and medical centers across the Greater Toronto Area and surrounding areas including York Region, Durham Region and Peel Region.
As of the date of the filing of this report, we have no operations in the United Kingdom and we have not generated any revenues in the United Kingdom. On August 22, 2014, we formed Orbis Logistics Limited, a wholly-owned subsidiary (“Logistics”), in the United Kingdom. We intend that Logistics will perform non-asset based point-to-point delivery of medical specimens in the United Kingdom, and will commence operations in late 2016. As of the date of the filing of this quarterly report on Form 10-Q, we have not taken any steps, other than formation of the subsidiary, to implement Logistics’ business.
As a non-asset based provider of point-to-point delivery of medical specimen service in Ontario province, Canada, we do not own any equipment and our services are provided through our strategic alliances with independent contractors. Our point-to-point medical specimen delivery service emphasizes safety and all our contractors are certified by the Government of Ontario to handle and transport biomedical materials.
In March 2013, we entered into a factoring agreement (the “Factoring Agreement”) with IPS Invoice Payment System Corp., a factoring company (“IPS”), pursuant to which we agreed to assign, in IPS’ sole discretion, selected accounts receivable to IPS in exchange for initial cash funding for 90% of the factored receivable. The minimum 10% reserve held back by IPS will be released, less fees, after collection of the account receivable by IPS. We agreed to pay a factor fee of 0.10% daily of the face value of submitted invoices until collected. The Factoring Agreement provides for full recourse against us for factored accounts receivable that are not collected by IPS for any reason, and the collection of such accounts receivable is fully secured by substantially all assets of the Company. The factoring advances at September 30, 2015 and December 31, 2014, which have been treated as secured loans on our consolidated balance sheets were $101,466 and $33,592, respectively. The total accounts receivable factored for the nine months ended September 30, 2015 and 2014 were $350,548 and $238,349, respectively. We incurred factor fees of $6,920 and $14,955 for the three and nine months ended September 30, 2015 and 2014 as compared to factor fees of $3,013 and $5,785, respectively, for the same periods in 2014. Total outstanding accounts receivable factored at September 30, 2015 and December 31, 2014 which is included in Accounts Receivable on the accompanying consolidated balance sheets were $112,437 and $37,325, respectively. The holdback amount due from the factor related to accounts receivable that the factor has collected as of September 30, 2015 and December 31, 2014 was $1,061 and $3,353, respectively.
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Results of Operations
For the three and nine months periods ended September 30, 2015 and September 30, 2014
Revenue
Revenue for the three and nine months periods ended September 30, 2015 was $134,050 and $350,750, respectively, compared to $86,621 and $192,873 for the same periods ended in 2014. Revenues increased by $47,429 (55%) and $157,877 (82%) respectively for the three and nine months ended September 30, 2015 compared to the same periods in 2014, primarily due to an increase in the number of point-to-point deliveries.
Cost of Revenue
Cost of revenue for the three and nine months periods ended September 30, 2015 was $89,624 and $279,681, respectively, compared to $68,466 and $136,173 for the same periods ended in 2014. Cost of revenues increased by $21,158 (31%) and $143,508 (105%) for the three and nine months periods ended September 30, 2015 compared to the same periods in 2014, primarily due to an increase in the number of point-to-point deliveries, fuel costs and vehicle maintenance.
Operating Expenses
Total operating expenses for the three and nine months periods ended September 30, 2015 and 2014 were $72,747 and $197,705, respectively, compared to operating expenses of $34,678 and $96,592 for the same periods ended in 2014. Operating expenses for the three months and nine months ended September 30, 2015 increased by $38,069 and $101,113 as compared to the same periods in 2014. The increase in operating expenses for the three months ended September 30, 2015 as compared to the same period in 2014, resulted primarily due to increase in amortization expense of $2,506, increase in officer’s compensation of $32,399, and increase in professional fees of $3,188. The increase in operating expenses for the nine months ended September 30, 2015 as compared to the same period in 2014 was primarily due to the increase in amortization expense of $2,506, increase in officer’s compensation of $40,010, increase in professional and consulting fees of $29,236 for public company reporting requirements, and general increase in general and administrative expenses of $29,361.
Other Income (Expenses)
Total other expenses for the three and nine months periods ended September 30, 2015 and 2014 were $8,150 and $18,607, respectively, as compared to total other expenses of $3,491 and $6,263, respectively, for the same periods ended in 2014. Other income (expenses) consists of factoring fees and interest expense. Factoring fees increased by $3,907 and $9,170 respectively, for the three and nine months ended September 30, 2015 as compared to the same periods ended in 2014, primarily as a result of increase in accounts receivable factored in 2015. Interest expense of $1,230 and $3,652 for the three and nine months ended September 30, 2015 consisted of interest on the convertible promissory notes for full three and nine months, respectively. Interest expense of $478 and $478 for the three and nine months ended in 2014 was recorded as we did not execute the convertible promissory notes until August 14, 2014 and September 26, 2014.
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Net Loss
Net loss for the three and nine months periods ended September 30, 2015 was $36,471 and $145,243, respectively, as compared to a net loss of $20,014 and $46,155, for the same periods in 2014. The increase in net loss was primarily due to an increase in revenues, offset by an increase in cost of sales as a result of increase in sub-contractors fees for point-to-point deliveries of specimens, increase in professional and consulting fees related to the audit fees and fees relating to preparation and filing of the Company’s Annual and Quarterly Reports, increase in officer’s compensation, increase in web design and development fees, and increase in factoring fees. The basic and diluted net loss per common share for the three and nine months ended September 30, 2015 was $0 and $0, respectively.
Other Comprehensive Income (Loss)
Other comprehensive income (loss) is comprised of unrealized foreign currency translation gain or loss due to foreign currency transactions. The Company recorded an unrealized foreign currency translation gain of $4,792 and a gain of $6,985 for the three and nine months ended September 30, 2015 compared to a gain of $1,759 and a gain of $1,938 for the same periods in 2014.
Recently Issued Accounting Pronouncements
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Capital Resources and Liquidity
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of September 30, 2015, we had cash of $4,781 as compared to $20,052 as of December 31, 2014. At September 30, 2015, we had current liabilities of $348,823, compared to current assets of $118,279, which resulted in a negative working capital of $230,544. The current liabilities are comprised principally of accounts payable and accrued expenses, due to sub-contractors, loan payable to factor, sales tax payable, advances from an officer, and convertible notes payable. These factors and our ability to meet our debt obligations from current operations, and the need to raise additional capital to accomplish our objectives, raises substantial doubt about our ability to continue as a going concern. From October 1, 2015 to November 23, 2015, the Company sold 13,350,000 shares of common stock to seven accredited investors pursuant to Stock Subscription Agreements, and received $133,500.
We expect our expenses will continue to increase during the foreseeable future as a result of increased operational expenses and expanded geographical areas. We anticipate generating minimal revenues over the next twelve months. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.
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We presently do not have any significant credit available, bank financing or other external sources of liquidity. Due to our historical operating losses, our operations have not been a source of liquidity. We will need to obtain additional capital in order to expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding.
To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing sole stockholder. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to the sole holder of our common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing sole shareholder. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing.
In the past, we have been successful in raising capital, however, no assurance can be given that these sources of financing will continue to be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of our planned service development and marketing efforts, any of which could have a negative impact on our business and operating results.
Operating Activities
Net cash flows used in operating activities for the nine months ended September 30, 2015 was $152,313 which resulted primarily due to our net loss of $145,243, amortization of website costs of $2,506, increase in accounts receivable of $83,308, increase in accounts payable and accrued expenses of $11,930, increase in accrued interest payable of $3,652, increase in due to sub-contractors of $12,939, and increase in sales tax payable of $45,211.
Investing activities
Net cash flows used for investing activities for the nine months ended September 30, 2015 was $83,533 which resulted primarily due to payments for website costs.
Financing Activities
Net cash flows provided by financing activities for the nine months ended September 30, 2015 was $222,533 which resulted primarily from the loan received from factor net of repayments, of $77,040, cash received from officer of $29,993 for working capital needs, and cash proceeds from sale of common stock of $115,500.
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The effect of exchange rates on cash was a net decrease of $1,958 as a result of currency exchange rate fluctuations for the nine months ended September 30, 2015.
As a result of the above activities, we experienced a net decrease in cash of $15,271 for the nine months ended September 30, 2015. Our ability to continue as a going concern is still dependent on our success in obtaining additional financing from investors or from sale of our common shares.
As reflected in the accompanying consolidated financial statements for the nine months ended September 30, 2015, the Company had a net loss of $145,243, and net cash used in operating activities of $152,313. The working capital deficit, accumulated deficit and total stockholders’ deficit as of September 30, 2015 were $230,544, $284,670 and $154,481, respectively. These matters raise substantial doubt about the Company’s ability to continue as a going concern.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates in the accompanying consolidated financial statements include the allowance on accounts receivable, valuation of deferred tax assets, valuation of intangible assets and estimates of sales taxes payable. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Accounts Receivable and Factoring
Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from the customer net of estimated allowances for uncollectible accounts. In determining the collections on the account, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances.
The Company accounts for the transfer of our accounts receivable to a third party under a factoring agreement in accordance with ASC 860-10-40-5 “Transfers and Servicing”. ASC 860-10 requires that several conditions be met in order to present the transfer of accounts receivable as a sale. Even though we have isolated the transferred (sold) assets and we have the legal right to transfer our assets (accounts receivable) we do not meet the third test of effective control since our accounts receivable sales agreement with the factor requires us to be liable in the event of default by one of our customers. Because we do not meet all three conditions, we do not qualify for sale treatment and our debt incurred with respect to the sale of our accounts receivable is presented as a secured loan liability “Loan payable to factor” on our consolidated balance sheet.
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Revenue Recognition
The Company recognizes revenue upon delivery of shipments for our distribution and courier services business. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery services have been rendered, the price is fixed or determinable and collectability is reasonably assured.
The Company recognizes revenue from the weekly billing it performs based on the number of hours driven on various routes and evidenced by the customer authorization and acceptance of completed routes and any special runs authorized by the customer.
Cost of Revenue
Cost of revenue includes subcontractor expenses which are amounts paid or due to courier drivers and the costs of fuel and vehicle maintenance.
Capitalized Website Costs
Generally, costs for developing website application and infrastructure, creating the initial graphics of the website, and adding upgrades and enhancements are capitalized whereas costs for planning, adding content, and operating the website are expensed as incurred. Capitalized website costs are stated at cost less accumulated amortization. Amortization is provided for on a straight-line basis over the expected useful life of the website and related upgrades and enhancements.
Foreign Currency Translation
The accompanying consolidated financial statements are presented in U.S. dollars (“USD”). The reporting currency of the Company is the USD. The functional currency of the Company’s operating subsidiary is the Canadian dollar (CAD). Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the spot exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the consolidated statements of cash flows may not necessarily agree with the changes in the corresponding balances on the consolidated balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into USD are included in determining comprehensive income (loss).
Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the consolidated balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the consolidated results of operations as incurred.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management conducted an evaluation, with the participation of our Chief Executive Officer, who is our principal executive officer and our principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer concluded that as a result of the material weakness in our internal control over financial reporting disclosed previously, our disclosure controls and procedures were not effective as of September 30, 2015.
We have identified the following material weakness as of September 30, 2015:
| ● | Segregation of duties in the handling of cash, cash receipts and cash disbursements was not formalized. |
Remediation of Material Weakness in Internal Control
We believe the following actions we have taken and are taking will be sufficient to remediate the material weakness described above:
| ● | Management has internally formalized the procedures for segregation of duties and monitoring handling of cash, cash receipts and cash disbursements. We are establishing a formal documented system of internal controls surrounding cash and implement such systems. |
Management believes the actions described above will remediate the material weakness we have identified and strengthen our internal control over financial reporting. We expect the material weakness will be remediated by December 31, 2015.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting during the three months ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us that may materially affect us.
Not applicable for smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Pursuant to a Stock Subscription Agreement, the Company sold 5,550,000 shares of common stock to seven (7) accredited investors during the three months ended September 30, 2015. The shares were sold at a per share purchase price of $0.01 per share, resulting in $55,500 in aggregate proceeds to the Company. The shares of common stock issued in this offering were offered and sold without registration under the Securities Act, or state securities laws, in reliance on the exemptions provided by Section 4(a)(2) (previously 4(2)) of the Securities Act and Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws, based on the lack of any general solicitation or advertising in connection with the sale of the securities; the representation of the investor to the Company that it is an accredited investor (as that term is defined in Rule 501 of Regulation D) and that it was purchasing the securities for its own account and without a view to distribute them.
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
None.
| Exhibit Number | Description of Exhibit | |
| 3.1 | Articles of Incorporation of Orbis Corporation (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form S-1 filed with the SEC on October 8, 2014). | |
| 3.2 | Bylaws of Orbis Corporation (incorporated by reference to Exhibit 3.2 to the Company’s registration statement on Form S-1 filed with the SEC on October 8, 2014). | |
| 10.1 | Capital Contribution Agreement dated as of July 18, 2014 by and between Manhor S. Bansal and Orbis Corporation (incorporated by reference to Exhibit 10.1 to the Company’s registration statement on Form S-1 filed with the SEC on October 8, 2014). | |
| 10.2 | Convertible Promissory Note made by Orbis Corporation in favor of Dynamis Capital, Inc. dated as of August 15, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s registration statement on Form S-1 filed with the SEC on October 8, 2014). | |
| 10.3 | Convertible Promissory Note made by Orbis Corporation in favor of Dynamis Capital, Inc. dated as of September 26, 2014 (incorporated by reference to Exhibit 10.3 to the Company’s registration statement on Form S-1 filed with the SEC on October 8, 2014). | |
| 10.4 | Form of Subscription Agreement (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Company’s registration statement on Form S-1 filed with the SEC on December 29, 2014). | |
| 10.5 | Agreement dated as of March 25, 2013 between Ceberus Distribution & Courier Services Inc. and IPS invoice Payment System Corp. (incorporated by reference to Exhibit 10.5 to Amendment No. 1 to the Company’s registration statement on Form S-1 filed with the SEC on December 29, 2014). | |
| 31.1* | Section 302 Certificate of Chief Executive Officer. | |
| 32.1* | Section 906 Certificate of Chief Executive Officer and Principal Financial and Accounting Officer. | |
| 101.INS* | XBRL Instance Document | |
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
* Filed herewith.
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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.
| ORBIS CORPORATION | ||
| Date: November 23, 2015 | By: | /s/ Manhor S. Bansal |
| Manhor S. Bansal | ||
| President and Chief Executive Officer (principal executive officer, principal financial officer and principal accounting officer) | ||
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