Attached files
| file | filename |
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| EX-32.1 - Orbis Corp | ex32-1.htm |
| EX-31.1 - Orbis Corp | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 333-199205
ORBIS CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 38-39455474 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| 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)
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the issuer (1) 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 [ ] No [X]
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 [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [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 Ruble 12b-2 of the Exchange Act.
| 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]
The aggregate market value of the common stock held by non-affiliates as of June 30, 2015 was $60,000.00 (based on the price of $0.01 per share paid for the 6,000,000 shares held by non-affiliates as of June 30, 2015).
As of August 9, 2016, there were 99,900,000 shares of the registrant’s common stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Table of Contents
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FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This annual report on Form 10-K and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are discussed in greater detail under Item 1A – “Risk Factors” of this annual report on Form 10-K.
We caution that the factors described herein and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
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Our Company
Orbis Corporation (“Orbis,” the “Company,” “we,” or “us”) is a non-asset based point-to-point delivery of medical specimens company. A non-asset based delivery company, as opposed to an asset-based delivery company, does not own its own transportation equipment. We utilize the services of independent contractors to provide our delivery services. As of December 31, 2015, eleven independent contractors provide services to us on a full-time basis. We do not enter into service agreements with our independent contractors and our industry is characterized by high turnover. Therefore, we must regularly recruit new independent contractors to replace those who no longer provide services. The independent contractors are responsible for paying for their own vehicles, equipment, fuel and operating expenses. Point-to-point delivery refers to a transportation system in which passengers or goods travel directly to a destination, rather than going through a central hub. This differs from the spoke-hub distribution paradigm in which the passengers or goods go to a central location in order to reach their ultimate destination. Our business is referred to as “point-to-point” delivery because our independent contractors are dispatched directly to the hospital, medical laboratory and/or medical center, as the case may be, and they then travel directly to the delivery point, rather than returning to a central corporate office.
Orbis was incorporated in Nevada in 2014, and Ceberus Distribution & Courier Services Inc., our wholly owned subsidiary (“Ceberus”), was incorporated in Ontario, Canada, in 2009. Currently, all of our operations are performed by Ceberus. 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.
In August 2014, we formed Orbis Logistics Limited, a wholly owned subsidiary (“Logistics”), in the United Kingdom to perform non-asset based point-to-point delivery of medical specimens in the United Kingdom. However, we have not yet commenced operations or generated any revenue in the United Kingdom. Currently, we are a non-asset based specialized provider of urgent point-to-point delivery services of medical specimens to and from hospitals, medical laboratories and medical centers across the Greater Toronto area and surrounding areas, including the York, Durham and Peel regions. We believe that the rapidly aging Toronto population and the expected rise in health care spending, including diagnostics testing for various diseases, will increase the demand for delivery of medical specimens between hospitals and other medical agencies. In addition, we believe that we can capitalize on hospitals’ and medical laboratories’ need to perform diagnostics tests efficiently, requiring quick transportation of medical specimens.
During the year ended December 31, 2015, we generated revenue of $457,603 and had a net loss of $379,305. We currently spend more cash than the revenue we generate, and as of December 31, 2015, we had only $1,284 cash on hand. Our burn rate and lack of cash on hand raise substantial doubt about our ability to continue as a going concern.
In March 2013, we entered into an agreement with IPS Invoice Payment Systems 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.
In the first, second and third quarters of 2014, Dynamis Capital, Inc., an unrelated third party, paid an aggregate of $48,833 on our behalf for legal, accounting and auditing services provided to Ceberus. In order to memorialize our obligation to repay these funds, on August 15, and September 26, 2014, we issued promissory notes to the lender in the aggregate principal amount of $48,833. The notes accrue interest at the rate of 10% per annum and each was due and payable 180 days from the respective note date. Until each note is paid in full, the lender is entitled, at its option, to convert all amounts due under the respective note into shares of our common stock. The number of shares of common stock to be issued upon conversion of each note will 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. The conversion price will be computed by dividing the sum of the principal and any accrued interest outstanding by the average volume weighted average price of our common stock over the seven trading days prior to the conversion date, and then multiplying the result by 80% or $0.01, whichever is greater; provided, however, that if no market for our common stock exists, the conversion price shall be $0.01 per share. 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.
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Point-to-Point Medical Courier Business
The delivery and logistics industry has grown considerably, but remains fragmented. The industry is composed primarily of same-day, next-day and second-day service providers. Historically, same-day delivery service involved mostly document deliveries. Over time, technological developments such as the Internet have increased time sensitivity in a variety of business transactions, thereby increasing demand for the same-day delivery of various goods beyond documents. Goods that require time sensitive delivery now include items such as medical specimens, replacement computer parts and consumer goods purchased online. Orbis primarily services the same-day, inter-city delivery market of medical specimens between hospitals, medical laboratories and other related medical agencies.
We have established a subsidiary, Logistics, in the United Kingdom in the town of Windsor. Windsor is strategically located 20 minutes away from Heathrow International Airport and 40 minutes away from the capital city of London. We plan to implement a similar business model that we have used in Canada focusing on the courier and delivery of medical specimens. However, to date, we have not yet commenced business operations in the United Kingdom.
We perform “stat work,” which involves immediate/on-demand deliveries, and route work, where drivers will travel along a predetermined route to make pick-ups and deliveries. Dispatch services for stat work is performed by the client, meaning that all communication occurs solely between the client and our contracted drivers. This differs from route work, where coordination and dispatch is conducted in-house, meaning that we act as an intermediary between the client and our contracted drivers. Usually our dispatch services for route work include coordinating schedules and/or any changes to pick-up or drop-off locations through email and/or mobile telephone.
The client is billed at the rate of C$25 per hour and invoiced on a weekly basis, payable within 30 days. Contracted drivers are remunerated at C$20 per hour, and the Company generates revenue of C$5 per hour.
Customers
We have chosen to focus on the point-to-point delivery of medical specimens in the greater Toronto metropolitan area because of the rapidly aging population of Toronto and the expected rise in health care spending including diagnostics testing for various diseases which we expect will increase the demand for delivery of medical specimens between hospitals and related medical agencies. The requirements of hospitals and medical laboratories to perform diagnostic tests efficiently requires the quick transportation and turnaround of medical specimens necessary to conduct diagnostic testing for various diseases. During 2015 and 2014, one customer, Gamma-Dynacare Medical Laboratories, accounted for 100% of our total sales.
Marketing
The Company currently has one customer. Going forward, the Company plans to develop an enhanced website to attract additional customers. The Company may also use social media and conventional marketing methods, such as networking and outsourced telemarketing, to expand its customer base.
Competition
The point-to-point delivery industry refers to a transportation system in which passengers or goods travel directly to a destination, rather than going through a central hub. This differs from the spoke-hub distribution paradigm in which the passengers or goods go to a central location in order to reach their ultimate destination. The point-to-point delivery industry is highly fragmented with a low entry barrier and therefore there are a large number of players that range from international to local in scope.
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While many major national and international operators in the industry have moved toward consolidation to operate on a national and international scale, we have taken a different approach in the same-day delivery and logistics industry. We believe that specialization in local markets and in several key sectors such as the delivery of medical specimens offers more competitive benefits to local businesses than those that large-scale operators can provide. We believe that our advantages include:
| ● | Specialized focus in the Toronto Area with extra customer service to local businesses; | |
| ● | Competitive pricing to businesses operating in the greater Toronto area due to lower overhead and operating costs when compared to couriers who operate on a national or international scale; | |
| ● | Competitive same day point-to-point delivery service for local businesses in the greater Toronto area, allowing for faster delivery times than the traditional hub-and-spokes model used by most larger courier companies; and | |
| ● | Reduced operating overhead and asset depreciation risk, as compared to some competitors, by using delivery contractors, rather than maintaining a fleet of delivery vehicles and full-time employees. |
Today, there are many companies offering same-day or next-day medical courier services, including CitySprint, ERS Medical, as well as the U.K. divisions of worldwide couriers such as FedEx, DHL, UPS and TNT. The global bio-pharma logistics market is heading toward $75 billion by 2018, according to industry publication pharmaceutical commerce, on the back of new logistics technologies, as well as increasing freight and fuel charges.
In the United Kingdom, the Independent/Freelance courier business model is highly popular, with an abundant supply of labor employed in the industry. This is likely because of the low business requirements (a vehicle) and the lucrative number of items sent within the U.K. every day.
Government Regulation
In Canada, we are governed by the Ontario Dangerous Goods Transportation Act (the “ODGTA”). The ODGTA ratifies regulations enacted by Transport Canada regarding the classification, documentation, packaging and transportation of dangerous goods, including but not limited to, flammable liquids, toxic and infectious substances, and corrosives. All of our independent contractors must be certified in accordance with the ODGTA to handle and transport biomedical specimens, or be under the direct supervision of someone who has been trained and certified.
In the U.K, courier services that transport medical specimens are required to receive specialist good manufacturing practice (“GMP”) training, certified by the World Health Organization. GMPs seek to ensure that food, drug and active pharmaceutical product manufacturers are current with international safety and quality guidelines. In addition, drivers and handlers should be instructed to transport blood products, medications and any other biological specimens according to UN 3373 standards, a classification that sets forth the appropriate packaging requirements for diagnostics specimens transport. Additionally, medical couriers should comply with Clinical Pathology Accreditation medical laboratory standards, which outline the requirements for management of a medical laboratory, including references to proper collection, handling and transportation of medical specimens.
Employees
As of August 5, 2016, we had one employee and eleven independent contractors.
Emerging Growth Company and Smaller Reporting Company Status
Emerging Growth Company
We are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We intend to take advantage of all of these exemptions.
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In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, and delay compliance with new or revised accounting standards until those standards are applicable to private companies. We have elected to take advantage of the benefits of this extended transition period.
We could be an emerging growth company until the last day of the first fiscal year following the fifth anniversary of our first common equity offering, although circumstances could cause us to lose that status earlier if our annual revenues exceed $1.0 billion, if we issue more than $1.0 billion in non-convertible debt in any three-year period or if we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act.
Smaller Reporting Company
We also qualify as a “smaller reporting company” under Rule 12b-2 of the Exchange Act, which is defined as a company with a public equity float of less than $75 million. To the extent that we remain a smaller reporting company at such time as we are no longer an emerging growth company, we will still have reduced disclosure requirements for our public filings, some of which are similar to those of an emerging growth company, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
The risk factors in this section describe the material risks to our business, prospects, results of operations, financial condition or cash flows, and should be considered carefully. In addition, these factors constitute our cautionary statements under the Private Securities Litigation Reform Act of 1995 and could cause our actual results to differ materially from those projected in any forward-looking statements made in this annual report on Form 10-K. Investors should not place undue reliance on any such forward-looking statements. Any statements that are not historical facts and that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “intends,” “plans,” “believes” and “projects”) may be forward-looking and may involve estimates and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements.
Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Risks Related to Our Business and Our Industry
We do not maintain contracts with our customers.
Our customers are free to terminate the use of our services at any time. We do not have any fixed-term or other contracts in place to guarantee a certain degree of stability in our revenues. The loss of a customer could have a material adverse effect on our operations, revenues and ability to generate a profit. See “—Loss of a key customer may adversely impact our business and results of operations.”
We rely heavily on information and technology to operate our transportation networks, and any disruption to our technology infrastructure or the Internet could harm our operations and our reputation among customers.
Our ability to attract and retain customers and to compete effectively depends in part upon the sophistication and reliability of our technology network, including the ability to provide features of service that are important to our customers. External and internal risks, such as malware, code anomalies, “Acts of God,” attempts to penetrate our networks, data leakage and human error, pose a direct threat to our services and data. Any disruption to the Internet or our technology infrastructure, including those impacting our computer systems, could adversely impact our customer service, volumes and revenues and result in increased costs. These types of adverse impacts could also occur in the event the confidentiality, integrity or availability of company and customer information was compromised due to a data loss by us or a trusted third-party. While we have invested and continue to invest in technology security initiatives, information technology risk management and disaster recovery plans, these measures cannot fully insulate us from technology disruptions or data loss and the resulting adverse effect on our operations and financial results. Additionally, the cost and operational consequences of implementing further data or system protection measures could be significant.
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Loss of a key customer may adversely impact our business and results of operations.
During the years ended December 31, 2015 and 2014, one customer, Gamma-Dynacare Medical Laboratories, accounted for 100% of our total sales. The loss of this customer would adversely impact our business, financial condition and results of operations.
Certain tax and legal matters related to independent contractors could have a material adverse effect on our business and results of operations.
All of our drivers are independent contractors, as opposed to employees of the Company. The Company does not pay or withhold any federal or state employment tax with respect to or on behalf of independent contractors. From time to time, taxing authorities in Canada have sought to assert that independent contractors in the transportation industry, including those utilized by the Company, are employees, rather than independent contractors. The Company believes that the independent contractors utilized by the Company are not employees under existing interpretations of federal Canadian and provincial laws. However, there can be no assurance that federal Canadian, or provincial authorities or independent contractors will not challenge this position, or that other laws or regulations, including tax laws, or interpretations thereof, will not change. If, as a result of any of the foregoing, the Company were required to pay withholding taxes and pay for and administer added employee benefits to these drivers, the Company’s operating costs would increase. Additionally, if the Company is required to pay back-up withholding with respect to amounts previously paid to such drivers, it may also be required to pay penalties or be subject to other liabilities as a result of incorrect classification of such drivers. Any of the foregoing circumstances could have a material adverse impact on the Company’s financial condition and results of operations, and/or cause the Company to restate financial information from prior periods.
Our business and results of operations may be impacted adversely by increased expenses of our independent contractors.
Our point-to-point delivery services are performed by independent contractors. These independent contractors are responsible for paying for their own vehicles, equipment, fuel and operating expenses. However, increases in fuel costs, insurance costs, increased costs of new and used vehicles or reduced financing sources available may discourage current independent contractors from continuing to provide services to us, and potential independent contractors from entering the industry. If we are able to retain our independent contractors, we may be required to increase the amounts paid to such independent contractors in order to obtain their services, which could adversely affect our business and results of operations.
If we are unable to retain our current independent contractors or recruit suitable replacements, our results of operations and ability to expand could be materially adversely affected.
We have not entered into service agreements with our independent contractors and our industry is characterized by high turnover. Therefore, we regularly must recruit new independent contractors to replace those who no longer provide services. If we are unable to retain our existing independent contractors or recruit new independent contractors, our results of operations and ability to expand could be materially adversely affected.
We face intense competition, which may adversely affect our business and results of operations.
The express courier and transportation market is both highly competitive and sensitive to price and service, especially in periods of little or no macro-economic growth. Some of our competitors have more financial resources than we do, which enables them to raise capital more easily. We also compete with regional transportation providers that operate smaller and less capital-intensive transportation networks. We believe we will compete effectively with these companies – for example, by providing more reliable service at competitive prices. However, an irrational pricing environment can limit our ability not only to maintain or increase our prices (including any fuel surcharges), but also to maintain or grow our market share.
If we do not effectively operate, integrate, leverage and grow any businesses we may acquire, our financial results and reputation may suffer.
Our strategy for long-term growth, productivity and profitability may depend, in part, on our ability to make prudent strategic acquisitions and to realize the benefits we expect when we make those acquisitions. While we expect our future acquisitions, if any, to enhance our value proposition to customers and improve our long-term profitability, there can be no assurance that we will realize our expectations within the time frame we have established, if at all.
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We are also subject to other risks and uncertainties that affect many other businesses.
These risks and uncertainties include:
| ● | increasing costs, the volatility of costs and funding requirements and other legal mandates for employee benefits, especially pension and healthcare benefits; | |
| ● | the increasing costs of compliance with federal, state and foreign governmental agency mandates: | |
| ● | the impact of any international conflicts on the United States, Canada, the United Kingdom and global economies in general, the transportation industry or us in particular, and the effects these events have on our costs or the demand for our services; | |
| ● | any impacts on our business resulting from new domestic or international government laws and regulation; and | |
| ● | market acceptance of our services. |
Our independent registered public accounting firm has substantial doubt as to our ability to continue as a going concern.
As a result of our net losses to date, net cash used in operations, working capital deficit, accumulated deficit and stockholders’ deficiency, our independent registered public accounting firm has concluded that there is substantial doubt as to our ability to continue as a going concern, and accordingly, has modified its report on our audited consolidated financial statements for the years ended December 31, 2015 and 2014 in the form of an explanatory paragraph describing the events that have given rise to this uncertainty. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We may be unable to continue as a going concern if we do not successfully raise additional capital.
If we are unable to successfully raise the capital we need we may need to reduce the scope of our business to fully satisfy our future short-term liquidity requirements. If we cannot raise additional capital or reduce the scope of our business, we may be otherwise unable to achieve our goals or continue our operations. While we believe that we will be able to raise the capital we need to continue our operations, there can be no assurances that we will be successful in these efforts or able to resolve our liquidity issues or eliminate our operating losses.
Our inability to effectively manage our growth could harm our business and materially and adversely affect our operating results and financial condition.
Our strategy envisions growing our business. Any growth in or expansion of our business is likely to continue to place a strain on our management and administrative resources, infrastructure and systems. As with other growing businesses, we expect that we will need to further refine and expand our business development capabilities, our systems and processes and our access to financing sources. We may also need to hire, train, supervise and manage new employees. These processes are time consuming and expensive, will increase management responsibilities and will divert management attention. We cannot assure you that we will be able to:
| ● | allocate our human resources optimally; | |
| ● | meet our capital needs; or | |
| ● | identify and hire qualified employees or retain valued employees. |
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Our inability or failure to manage our growth and expansion effectively could harm our business and materially and adversely affect our operating results and financial condition.
Our operating results may fluctuate significantly based on customer acceptance of our services. As a result, period-to-period comparisons of our results of operations are unlikely to provide a good indication of our future performance.
Management expects that we will experience substantial variations in our net sales and operating results from quarter to quarter due to customer acceptance of our services. If customers don’t accept our services, our sales and revenues will decline, resulting in a reduction in our operating income or possibly an increase in losses.
Our future success depends on our ability to grow and expand our customer base, and our failure to achieve such growth or expansion could materially harm our business.
To date, our revenue growth has been derived from our provision of urgent point-to-point delivery services of medical specimens to and from hospitals, medical laboratories and medical centers. During 2015 and 2014, one customer accounted for 100% of our total sales. Our success and the planned growth and expansion of our business depend on our achieving greater and broader acceptance of our services and expanding our customer base. There can be no assurance that customers will hire us to provide these delivery services or that we will expand our customer base. This could materially impair our ability to increase sales and revenue and materially and adversely affect our margins, which could harm our business and cause our stock price to decline.
Our industry is highly competitive and we have less capital and resources than many of our competitors, which may give them an advantage in developing and marketing products similar to ours or make our products obsolete.
We are involved in a highly competitive industry where we compete with numerous other companies who offer products similar to the products we sell. These competitors may have far greater resources, more experience, and personnel perhaps more qualified than we do. Such resources may give our competitors an advantage in developing and marketing products similar to ours or products that make our products obsolete. There can be no assurance that we will be able to successfully compete against these other entities.
Failure to maintain permits and licensing may adversely impact our ability to operate our business.
Although certain aspects of the transportation industry have been significantly deregulated, our delivery operations are still subject to various Canadian federal, provincial and local laws, ordinances and regulations that in many instances require certificates, permits and licenses. If we fail to maintain required certificates, permits or licenses, or if we fail to comply with applicable laws, ordinances or regulations, we may incur substantial fines or possible revocation of our authority to conduct certain of our operations.
Fluctuations of foreign exchange rates may adversely affect our results.
Currently, our operations are conducted solely in Canada. Exchange rate fluctuations between the U.S. and Canadian dollar result in fluctuations in reported amounts from Canadian operations in our consolidated financial statements. The Canadian dollar is the functional currency for our Canadian operations. Therefore, any change in the exchange rate will affect our reported sales, expenses and net income. In the future, we intend to commence operations in the United Kingdom. To the extent we commence operations in the United Kingdom, exchange rate fluctuations between the British pound and the Canadian dollar will result in fluctuations in reported amounts from British operations in our consolidated financial statements. The recent Brexit vote in the United Kingdom may also negatively impact the British pound, which could negatively affect any future reported amounts from any operations we may commence in the United Kingdom.
Historically, we have not entered into hedging transactions with respect to our foreign currency exposure, but we may do so in the future. There can be no assurance that fluctuations in foreign currency exchange rates will not have a material adverse impact on our business, financial condition or results of operations.
We will be required to attract and retain top quality talent to compete in the marketplace.
We believe our future growth and success will depend in part on our ability to attract and retain highly skilled managerial, product development, sales and marketing, and finance personnel. There can be no assurance of success in attracting and retaining such personnel. Shortages in qualified personnel could limit our ability to increase sales and expand our business.
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As a public company, we are subject to evolving and expensive corporate governance regulations and requirements. Our failure to adequately adhere to these requirements or the failure or circumvention of our controls and procedures could seriously harm our business.
As a public company, we are subject to various federal, state and other rules and regulations, including applicable requirements of the Sarbanes-Oxley Act. Compliance with these evolving regulations is costly and requires a significant diversion of management time and attention, particularly with regard to our disclosure controls and procedures and our internal control over financial reporting.
Our internal controls and procedures may not be able to prevent errors or fraud in the future. Faulty judgments, simple errors or mistakes, or the failure of our personnel to adhere to established controls and procedures may make it difficult for us to ensure that the objectives of the control system are met. A failure of our controls and procedures to detect other than inconsequential errors or fraud could seriously harm our business and results of operations. We currently have a material weakness in our system of internal controls over financial reporting that has not been remediated, which could adversely affect our ability to control cash disbursements and to record, process, summarize and report certain financial data. See “—We have a material weakness in our system of internal controls over financial reporting that has not been remediated as of December 31, 2015.”
Additionally, because Mr. Bansal, our President and Chief Executive Officer, had no prior experience running a public company, it is possible that the business might not be successful. Prior to our initial public offering in February 2015, Mr. Bansal had no experience serving as an officer or director of a public company, or experience with the reporting or financial disclosure requirements to which public companies are subject. Such lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial information to our stockholders. Consequently, our operations, future earnings and ultimate financial success could suffer irreparable harm due to his ultimate lack of experience with public companies and their reporting requirements in general.
We have material weaknesses in our system of internal controls over financial reporting that have not been remediated as of December 31, 2015.
In connection with the evaluation of the effectiveness of our internal controls over financial reporting as of December 31, 2015, management discovered the following material weaknesses: segregation of duties in the handling of cash, cash receipts and cash disbursements was not formalized, and there is no independent board to oversee management decisions and use of funds. In light of these material weaknesses, management has concluded that we did not maintain effective internal control over our disclosure controls and procedures as of December 31, 2015, which constituted a material weakness in our internal controls over financial reporting. Although we are working to remediate these deficiencies as outlined in Item 9A of this Annual Report on Form 10-K, there can be no assurance that our remediation efforts will resolve all of our internal control deficiencies or that we will not discover additional material weaknesses or significant deficiencies as we evaluate and test such controls in the future. Such material weaknesses or deficiencies could adversely affect our ability to control cash disbursements and to record, process, summarize and report our financial information, which could cause current and potential stockholders to lose confidence in our financial reporting, which could have a negative effect on the price of our common stock.
Supporting a growing customer base could strain our personnel and corporate infrastructure, and if we are unable to scale our operations and increase productivity, we may not be able to successfully implement our business plan.
Our current management and human resources infrastructure is comprised of our President and Chief Executive Officer and several independent contractors. Our success will depend, in part, upon the ability of our management to manage our proposed business effectively. To do so, we may need to hire, train and manage new employees. To manage the expected domestic growth of our operations and personnel, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. If we fail to successfully scale our operations and increase productivity, we will be unable to execute our business plan.
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We are dependent on Mr. Bansal, our President and Chief Executive Officer, and the loss of this officer could harm our business and prevent us from implementing our business plan in a timely manner.
Our success depends substantially upon the continued services of Mr. Bansal. Mr. Bansal manages our business from Canada. We do not maintain key person life insurance policies on our President and Chief Executive Officer. The loss of Mr. Bansal’s services could have a material adverse effect on our business and operations.
Our Chief Executive Officer can exert significant influence over us and make decisions that are not in the best interests of all stockholders.
Our Chief Executive Officer and sole director is also our only employee and has the ability to unilaterally control the Company’s cash disbursements. In 2015, our Chief Executive Officer unilaterally decided to increase his compensation by $138,257 (from $63,184 in 2014 to $201,441 in 2015). Although our Chief Executive Officer no longer holds the majority of our common stock, without oversight by independent board members or influence from other executive officers, our Chief Executive Officer has substantial discretion and authority to act unilaterally in ways that may not be in the best interests of all stockholders. We are also highly dependent on our Chief Executive Officer’s judgment and ability to increase revenue and expand our business operations. You should only invest in our common stock if you trust our Chief Executive Officer’s business judgment and ability to increase value for the Company’s stockholders.
We did not withhold taxes on payments to our Chief Executive Officer and no employer payroll taxes have been paid to the Canadian tax authorities.
Our Chief Executive Officer has taken compensation without income tax withholding and no employer payroll taxes have been paid to the Canadian tax authorities. Accordingly, the Company has estimated amounts due, and has expensed and accrued such amounts and included them in general and administrative expenses. Accrued expenses at December 31, 2015 consist of estimated employer related payroll taxes of $34,238. Accrued expenses at December 31, 2014 were $44,568 and included $18,727 of estimated employer related payroll taxes. There can be no assurance that we will implement sufficient controls and procedures to ensure timely payment of payroll taxes or that we will have sufficient funds to pay accrued expenses. Furthermore, the Company or its officer may be subject to other actions by the Canadian taxing authorities with regard to this matter.
If the Company is required to pay harmonized sales tax liability, it could have a material adverse impact on the Company.
The Company is delinquent in filing of Harmonized Sales Tax (“HST”) returns for at least the last two years. The Company has estimated and recorded the delinquent HST liability, interest and penalties in the accompanying financial statements as of December 31, 2015 and 2014, respectively, however, the Company has failed to pay the HST liability. If the Company is required to pay HST liability including interest and penalties, it could have a material adverse impact on the Company’s financial position. Furthermore, the Company or its officer may be subject to other actions by the Canadian taxing authorities with regard to this matter.
Our ability to grow our business may depend on developing a positive brand reputation and customer loyalty.
Establishing and maintaining a positive brand reputation and nurturing customer loyalty is critical to attracting new customers. We expect to expend reasonable but limited resources to develop, maintain and enhance our brand in the near future. In addition, nurturing customer loyalty will depend on our ability to provide a high-quality user experience. If we are unable to maintain and enhance our brand reputation and customer satisfaction, our ability to attract new customers will be harmed.
In order to execute our business plan, we may need to raise additional capital. If we are unable to raise additional capital, we may not be able to achieve our business plan and you could lose your investment.
We may need to raise additional funds through public or private debt or equity financings as well as obtain credit from vendors to be able to fully execute our business plan. Any additional capital raised through the sale of equity may dilute your ownership interest. We may not be able to raise additional funds on favorable terms, or at all. If we are unable to obtain additional funds or credit from our vendors, we will be unable to execute our business plan and you could lose your investment.
Risks Related to Our Common Stock
There is currently no trading market for our common stock.
There currently is no trading market for our stock. While we intend to utilize a marker maker to apply for quotation on the OTC Markets in the near future, we cannot assure you that a public market will ever develop. There is no guarantee that our common will ever be quoted on the OTC Markets or any exchange. Furthermore, you will likely not be able to sell your securities if a regular trading market for our securities does not develop and we cannot predict the extent, if any, to which investor interest will lead to the development of a viable trading market in our common stock. Even if a limited trading market does develop, there is a risk that the absence of potential buyers will prevent you from selling our common stock.
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U.S. investors may experience difficulties in attempting to effect service of process and to enforce judgments based upon U.S. federal securities laws against the us and our sole non-U.S. resident officer and director.
Our sole director and officer, Manhor S. Bansal, is not resident of the United States. Consequently, it may be difficult for investors to effect service of process on Mr. Bansal in the United States and to enforce in the United States judgments obtained in United States courts against Mr. Bansal based on the civil liability provisions of the United States securities laws. Because we have no assets located in the United States, it may be difficult or impossible for U.S. investors to collect a judgment against us. Further, any judgment obtained in the United States against us may not be enforceable in the United Kingdom or Canada.
We do not expect to pay dividends in the future; any return on investment may be limited to the value of our common stock.
We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors at such time as our Board of Directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts. There can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our Board. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.
Our stockholders may experience significant dilution if future equity offerings are used to fund operations or acquire complementary businesses.
If our future operations or acquisitions are financed through the issuance of equity securities, our stockholders could experience significant dilution. In addition, securities issued in connection with future financing activities or potential acquisitions may have rights and preferences senior to the rights and preferences of our common stock. We may grant options to purchase shares of our common stock to our directors, employees and consultants. The issuance of shares of our common stock upon the exercise of and such options may result in dilution to our stockholders.
As an “emerging growth company” under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements.
We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
| ● | have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; | |
| ● | comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (i.e., an auditor discussion and analysis); | |
| ● | submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency”; and | |
| ● | disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. |
In addition, Section 102 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our consolidated financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
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We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
Our common stock may be considered a “penny stock” within the meaning of Rule 3a-51-1 of the Exchange Act which will affect your ability to sell your shares of common stock; “penny stocks” often suffer wide fluctuations and have certain disclosure requirements which make resale in the secondary market difficult.
Our common stock will be subject to the Penny Stock Reform Act, which will affect your ability to sell your common stock in any secondary market, which may or may not develop. If our common stock is not listed on a nationally approved exchange, and we do not meet certain minimum financing requirements, or have a bid price of at least $5.00 per share, our common stock will likely be defined as a “penny stock.” Broker-dealer practices, in connection with transactions in “penny stocks,” are regulated by the SEC. Rules associated with transactions in penny stocks include the following:
| ● | the delivery of standardized risk disclosure documents; | |
| ● | the provision of other information such as current bid/offer quotations, compensation to be provided broker-dealer and salesperson, monthly accounting for penny stocks held in the customer’s account; | |
| ● | written determination that the penny stock is a suitable investment for purchaser; | |
| ● | written agreement to the transaction from purchaser; and | |
| ● | a two-business day delay prior to execution of a trade |
These disclosure requirements and the wide fluctuations that “penny stocks” often experience in the market may make it difficult for you to sell your common stock in any secondary market, which may or may not develop. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
We have two convertible notes outstanding and the holder of these notes can elect to convert the notes into shares of our common stock, diluting current stockholders’ equity.
Dynamis Capital, Inc., the holder of two convertible notes in the aggregate principal amount of $48,833, each with a maturity date that was 180 days from the respective note date, can convert the notes into shares of our common stock. The number of shares of common stock to be issued upon conversion of each note will 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. The conversion price will be computed by dividing the sum of the principal and any accrued interest outstanding by the average volume weighted average price of our common stock over the seven trading days prior to the conversion date, and then multiplying the result by 80% or $0.01, whichever is greater; provided, however, that if no market for our common stock exists, the conversion price shall be $0.01 per share. 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.
GENERAL RISK STATEMENT
Based on all of the foregoing, we believe it is possible for future revenue, expenses and operating results to vary significantly from quarter to quarter and year to year. As a result, quarter-to-quarter and year-to-year comparisons of operating results are not necessarily meaningful or indicative of future performance. Furthermore, we believe that it is possible that in any given quarter or fiscal year our operating results could differ from the expectations of public market analysts, if any, or investors.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
Our principal executive offices are located at 100 Peffer Law Circle, Brampton, Ontario L6Y 0L6 Canada. Our President and Chief Executive Officer leases the property and permits us to use the property at no cost. We believe our current space is adequate for our operations at this time.
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.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES
Market Information
There is currently no public trading market for our common stock and no such market may ever develop. While we intend to seek and obtain quotation of our common stock for trading on the OTC Markets, there is no assurance that our application will be approved. An application for quotation on the OTC Markets must be submitted by one or more market makers who:
| ● | are approved by FINRA; | |
| ● | who agree to sponsor the security; and | |
| ● | who demonstrate compliance with SEC Rule 15(c)2-11 before initiating a quote in a security on the OTC Markets. |
In order for a security to be eligible for quotation by a market maker on the OTC Markets, we will be required to meet a ($0.01) bid price test, provide information based on our reporting standard (SEC Reporting, Bank Reporting or International Reporting), and submit an annual OTC Markets Certification signed by our Chief Executive Officer or Chief Financial Officer. Currently, Mr. Bansal, our President and Chief Executive Officer, acts as our principal financial and accounting officer.
We intend to cause a market maker to submit an application for quotation to the OTC Markets. However, we can provide no assurance that our common stock will be traded on the OTC Markets or, if traded, that a public market will materialize.
As of August 5, 2016, we had 17 record holders and 99,900,000 shares of common stock issued and outstanding.
We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.
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Recent Sales of Unregistered Securities
During the three months ended December 31, 2015, we sold 13,350,000 shares of our common stock to seven accredited investors at $0.01 per share for total aggregate proceeds of $133,500 pursuant to Stock Subscription Agreements in private placement transactions in reliance on Section 4(a)(2) of the Securities Act and Regulation D thereunder. We used the proceeds for working capital and general corporate purposes.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to a smaller reporting company.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Form 10−K 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 audited consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable 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 services 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 report, 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 services 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. Because 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 of our assets, the factoring advances at December 31, 2015 and 2014, which have been treated as secured loans on our consolidated balance sheets were $47,090 and $33,592, respectively. The total accounts receivable factored in 2015 and 2014 were $457,404 and $294,382, respectively. We incurred factor fees of $26,004 and $8,888 in 2015 and 2014. Total outstanding accounts receivable factored at December 31, 2015 and 2014, which are included in accounts receivable on our balance sheets were $52,833 and $37,325, respectively.
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Results of Operations
For the year ended December 31, 2015 compared to December 31, 2014
Revenue
Revenue for the years ended December 31, 2015 and 2014 was $457,603 and $294,841, respectively. Revenue increased by $162,762 (55%) in 2015 compared to the previous year primarily due to an increase in the number of point-to-point deliveries with the same sole customer.
Cost of Revenue
Cost of revenue for the years ended December 31, 2015 and 2014 was $371,227 and $220,492, respectively. Cost of revenue in 2015 increased by $150,735 (68%) compared to the previous year as a result of an increase in independent contractor expense due to increase in point-to-point deliveries and increases to driver hourly compensation.
Operating Expenses
Total operating expenses for the years ended December 31, 2015 and 2014 were $434,794 and $150,194, respectively. Operating expenses in 2015 increased by $284,600 (189%) as compared to the previous year primarily due to an increase in officer’s compensation of $138,257, impairment of website costs of $82,325 due to management’s dissatisfaction with the website development and disagreement with the vendor who developed the website, increase in professional fees of $15,762 for public company reporting requirements, and general increase in general and administrative expenses of $48,256.
Other Income (Expenses)
Total other expenses for the year ended December 31, 2015 and 2014 were $30,887 and $10,597, respectively. Other income (expenses) consists of factoring fees and interest expense. Factoring fees in 2015 increased by $17,116 to $26,004 as a result of increase in accounts receivable factored in 2015. Interest expense of $4,883 and $1,709 for the year ended December 31, 2015 and 2014 consisted of interest recorded on the convertible promissory notes executed by us in 2014.
Provision for Income Taxes
There was no income tax expense in 2015 and 2014 due to the Company’s net taxable losses. At December 31, 2015 and 2014, the Company has a net operating loss (“NOL”) for Canadian and U.S. tax purposes that approximates $516,000 and $137,000, respectively, and is available to offset taxable income through 2025 in both jurisdictions. Consequently, the Company may have NOL carry forwards available for income tax purposes, which will continue to be available until they are recovered through earning taxable income. Deferred tax assets would arise from the recognition of anticipated utilization of these net operating losses to offset future taxable income.
Net Loss
Net loss for the years ended December 31, 2015 and 2014 was $379,305 and $86,442, respectively. The increase in net loss was primarily due to an increase in officer’s compensation, impairment of website costs, increase in professional fees related to the preparation of the Company’s SEC reporting statements, general increase in general and administrative expenses and increase in factoring fees. The basic and diluted net loss per common share for the years ended December 31, 2015 and 2014 was $0 and $0, respectively.
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 December 31, 2015, we had cash of $1,284, a decrease of $18,768 from the cash and cash equivalent balance of $20,052 as of December 31, 2014. At December 31, 2015, we had current liabilities of $299,786, compared to current assets of $55,269, which resulted in a negative working capital position of $244,517. The current liabilities are comprised principally of accounts payable, accrued expenses, due to sub-contractors, advances from officer, loan payable to factor, sales tax payable 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.
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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.
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 shareholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to 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 shareholders. 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.
Although we have been able to raise capital in the past, no assurance can be given that sources of financing will continue to be available to us or that demand for our equity or debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us, if at all. 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 flow used in operating activities for the year ended December 31, 2015 was $230,715 which resulted primarily due to our net loss of $379,305, impairment of website development costs of $82,325, decrease in accounts receivable of $21,604, increase in accounts payable of $13,419, decrease in accrued expenses of $5,696, increase in accrued interest payable of $4,883, increase in due to sub-contractors of $13,242 and increase in sales tax payable of $62,021.
Investing Activities
Net cash flow used in investing activities for the year ended December 31, 2015 was $82,325 which resulted due to cash paid for website design cost.
Financing Activities
Net cash flow provided by financing activities for the year ended December 31, 2015 was $296,570 which resulted primarily from the loan proceeds from factor net of repayments of $20,566, cash advances from officer of $22,960 for the Company’s working capital requirements, and cash received from sale of common shares of $249,000.
We experienced a net decrease of $4,866 as a result of currency exchange rate fluctuations during the year ended December 31, 2015.
As a result of the above activities, we experienced a net decrease in cash of $21,336 for the year ended December 31, 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.
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Critical Accounting Policies
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 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.
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.
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.
Recently Issued Accounting Standards
The Company implemented all new accounting standards that are in effect and that may impact the consolidated financial statements and does 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Financial Statement Schedules appearing on pages F-1 through F-12 of this annual report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. 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 annual report on Form 10-K. Based upon that evaluation, our Chief Executive Officer concluded that as a result of the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of December 31, 2015.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for the preparation of our consolidated financial statements and related information. Management uses its best judgment to ensure that the consolidated financial statements present fairly, in material respects, our financial position and results of operations in conformity with generally accepted accounting principles.
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Exchange Act. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls including the possibility of human error and overriding of controls. Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.
Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention of or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
Under the supervision of our Chief Executive Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework Internal Control—Integrated Framework (2013) as outlined by the Committee of Sponsoring Organizations of the Treadway Commission and guidance prepared by the Commission specifically for smaller public companies. Based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2015. We have identified the following material weakness as of December 31, 2015:
| ● | Segregation of duties in the handling of cash, cash receipts and cash disbursements was not formalized, and | |
| ● | Lack of an independent board to oversee management decisions and use of funds. |
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 plan to implement such systems. |
| 20 |
Management believes the actions described above will remediate the material weakness we have identified and strengthen our internal control over financial reporting.
Our management, including our Chief Executive Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control 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. Due to 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 our Company have been detected.
This annual report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report on Form 10-K.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
None.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Members of our Board of Directors are elected by the stockholders to a term of one year and serve until their successors are elected and qualified. Our officers are appointed by our Board to a term of one year and serve until their successors are duly appointed and qualified, or until the officer is removed from office. Our Board has no nominating, audit or compensation committees.
Manhor S. Bansal currently is our only officer and director. Set forth below is certain information regarding Mr. Bansal.
| Name | Age | Position | ||
| Manhor S. Bansal | 51 | President, Chief Executive Officer and Director |
Background Information about our Officers and Directors
Manhor S. Bansal. Mr. Bansal has served as our President and Chief Executive Officer and as a director since January 2014. Mr. Bansal founded Ceberus in 2009 and has served as its President and Chief Executive Officer since that time. Prior to founding Ceberus, Mr. Bansal worked in the courier and transportation industry for almost 15 years. Mr. Bansal’s experience as our President and Chief Executive Officer and his involvement with our formation, along with his knowledge of our business and industry, has led our board of directors to conclude that he should continue to serve as a director.
Involvement in Certain Legal Proceedings
No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
Corporate Governance
Our Board has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing similar functions. The functions of those committees are being undertaken by our Board. Because we do not have any independent directors, our Board believes that the establishment of committees of our Board would not provide any benefits to our Company and could be considered more form than substance.
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We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor have our officers and directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our officers and directors have not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors.
Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees.
As with most small, early stage companies until such time as our Company further develops our business, achieves a stronger revenue base and has sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our Board to include one or more independent directors, we intend to establish an audit committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committees of our Board.
Code of Ethics
We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics is available on our website at www.OrbisCorporation.co.uk. We intend to post any amendments to the code, or any waivers of its requirements, on our website. The contents of our website are not incorporated by reference into this annual report on Form 10-K.
Committees of our Board of Directors
Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committees of our Board of Directors.
Our Board does not have standing audit, compensation or nominating committees. Our Board does not believe these committees are necessary based on the size of our company, the current levels of compensation to corporate officers and voting control lies with our current board of directors. Our Board will consider establishing audit, compensation and nominating committees at the appropriate time.
The entire Board of Directors participates in the consideration of compensation issues and of director nominees. Candidates for director nominees will be reviewed in the context of the current composition of the Board and our operating requirements and the long-term interests of our stockholders. In conducting this assessment, the Board of Directors will consider professional and business skills, experience, expertise, diversity, judgment and such other factors as it deems appropriate given the current needs of the Board and our company, to maintain a balance of knowledge, experience and capability.
The Board’s process for identifying and evaluating nominees for director, including nominees recommended by stockholders, will involve compiling names of potentially eligible candidates, conducting background and reference checks, conducting interviews with the candidate and others (as schedules permit), meeting to consider and approve the final candidates and, as appropriate, preparing an analysis with regard to particular recommended candidates.
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Director Compensation
Our director does not receive any compensation for his service as a director and there is no director compensation being considered at this time.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act requires directors, executive officers and holders of more than 10% of an equity security registered pursuant to Section 12 of the Exchange Act to file various reports with the SEC. Our equity securities are not registered pursuant to Section 12 of the Exchange Act, so our directors, executive officers and 10% holders are not subject to Section 16(a).
Procedures for Nominating Directors
There have been no material changes to the procedures by which security holders may recommend nominees to the Board during the quarter ended December 31, 2015.
ITEM 11. EXECUTIVE COMPENSATION
The following table summarizes compensation recorded by us for the years ended December 31, 2015 and December 31, 2014 for our principal executive officer.
Summary Compensation Table
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||
| Manhor S. Bansal, President and Chief Executive Officer | 2015 | 201,441 | 0 | 0 | 0 | 0 | 0 | 0 | 201,441 | |||||||||||||||||||||||||
| 2014 | 0 | 0 | 0 | 0 | 0 | 0 | 63,184 | (1) | 63,184 | |||||||||||||||||||||||||
| (1) | Represents (i) an aggregate management fee of $36,549 paid to Mr. Bansal by the Company in lieu of salary, (ii) payment by the Company of certain of Mr. Bansal’s personal expenses in the aggregate amount of $22,253, and (iii) repayment by the Company of a personal loan of Mr. Bansal in the aggregate amount of $4,382. |
Narrative Disclosure to Summary Compensation Table
The Company has not established a base salary for the President and Chief Executive Officer. However, from time to time, the President, Chief Executive Officer and sole director approves, in his sole discretion, payments to be made to himself by the Company in the form of a management fee. The management fee is intended to compensate Mr. Bansal for services rendered to the Company in his capacity as an executive officer. There is no written agreement regarding the management fee and no terms in place regarding the amount and timing of management fees. In addition, from time to time, the President, Chief Executive Officer and sole director approves, in his sole discretion, the payment by the Company of certain of the President and Chief Executive Officer’s personal expenses and/or financial obligations.
There are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or our subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.
Employment Agreements
There are no current employment agreements between the Company and our executive officer or understandings regarding future compensation.
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Outstanding Equity Awards at Fiscal Year-End
No executive officer received any equity awards, or holds exercisable or unexercisable options, as of December 31, 2015.
Long-Term Incentive Plans
There are no arrangements or plans in which the Company would provide pension, retirement or similar benefits for directors or executive officers.
Compensation Committee
We do not currently have a compensation committee of our Board of Directors. The Board as a whole determines executive compensation.
Compensation of Directors
Our current director does not receive separate compensation for his service on our Board of Directors. Our Board has the authority to fix the compensation of directors. We do not intend to pay employee directors a separate fee for their Board services.
No compensation was paid to our director for his service as a director during the year ended December 31, 2015.
Director Independence
Our Board of Directors currently consists of one member, who does not qualify as an independent director in accordance with the listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, including whether the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our Board has not made a subjective determination as to each director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our Board of Directors made these determinations, our Board would have reviewed and discussed information provided by our sole director with regard to his business and personal activities and relationships as they may relate to us and our management.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth information regarding beneficial ownership of our common stock as of August 5, 2016, by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, (ii) each director and named executive officer, and (iii) all executive officers and directors as a group. As of August 5, 2016, there were 99,900,000 shares of our common stock outstanding.
The number of shares of common stock beneficially owned by each person is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.
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| Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class (1) | ||||||
| Manhor S. Bansal (2) | 25,000,000 | 25.03 | % | |||||
| All directors and executive officers as a group (1 person) | 25,000,000 | 25.03 | % | |||||
| Other 5% Shareholders: | ||||||||
| Raymond Fang (3) | 25,000,000 | 25.03 | % | |||||
| Ekaterina Diumina (4) | 25,000,000 | 25.03 | % | |||||
(1) Percent of Class is based on 99,900,000 shares issued and outstanding.
(2) Manhor S. Bansal, 100 Peffer Law Circle, Brampton, Ontario, Canada L6Y 0L6
(3) Raymond Fang, Fuli Cheng, Guangqumen Wai Dajie, Chaoyang District, Building A1, Suite 505, Beijing, 100022 China.
(4) Ekaterina Diumina, Tovaricsheskiy pr-t, 32 corpus #2, App #75, Sankt-Petersburg, 193231 Russia.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
On July 18, 2014, we entered into a Capital Contribution Agreement with Manhor S. Bansal, our President, Chief Executive Officer and director, pursuant to which Mr. Bansal contributed 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.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table shows the fees that were billed for the audit and other services provided by Salberg & Company, P.A. for the fiscal years ended December 31, 2015 and 2014.
| 2015 | 2014 | |||||||
| Audit Fees | $ | 38,000 | $ | 32,700 | ||||
| Audit-Related Fees | - | - | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
| Total | $ | 38,000 | $ | 32,700 | ||||
Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.
Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC, other accounting consulting and other audit services.
Tax Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.
All Other Fees — This category consists of fees for other miscellaneous items.
Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
The consolidated financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Financial Statements and Schedules” on page F-1 and included on pages F-2 through F-12.
(2) Financial Statement Schedules
All schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.
| 25 |
(3) Exhibits.
| 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). | |
| 21.1 | List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s annual report on Form 10-K filed with the SEC on April 9, 2015). | |
| 31.1* | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. | |
| 31.2* | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial and Accounting Officer. | |
| 32.1** | Section 1350 Certification of Chief Executive Officer and Principal Financial and Accounting Officer. | |
| 101.INS* | XBRL Instance Document | |
| 101.SCH* | XBRL Taxonomy Extension Schema | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase |
* Filed herewith.
** Furnished herewith.
| 26 |
Pursuant to the requirements of Section 13 or 15(d) 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: August 10, 2016 | By: | /s/ Manhor S. Bansal |
| Manhor S. Bansal, | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Manhor S. Bansal | President, Chief Executive Officer and Director | August 10, 2016 | ||
| Manhor S. Bansal | (principal executive officer, principal financial officer and principal accounting officer) |
| 27 |
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by
Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act
No annual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.
| 28 |
INDEX TO FINANCIAL STATEMENTS
| 29 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of:
Orbis Corporation and Subsidiaries
We have audited the accompanying consolidated balance sheets of Orbis Corporation and Subsidiaries as of December 31, 2015 and 2014 and the related consolidated statements of operations and comprehensive income (loss), changes in stockholder’s deficit, and cash flows for each of the two years in the period ended December 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Orbis Corporation and Subsidiaries as of December 31, 2015 and 2014 and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company had a net loss of $379,305 and cash used in operating activities of $230,715 in 2015, and has a working capital deficit, accumulated deficit and stockholders’ deficit of $244,517, $518,732 and $244,517, respectively, at December 31, 2015. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
SALBERG & COMPANY, P.A.
Boca Raton, Florida
August 10, 2016
2295 NW Corporate Blvd., Suite 240 ● Boca Raton, FL 33431-7328
Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 ● Fax: (561) 995-1920
www.salbergco.com ● info@salbergco.com
Member National Association of Certified Valuation Analysts ● Registered with the PCAOB
Member CPAConnect with Affiliated Offices Worldwide ● Member AICPA Center for Audit Quality
| F-1 |
ORBIS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| December 31, 2015 | December 31, 2014 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 1,284 | $ | 20,052 | ||||
| Accounts receivable | 52,833 | 37,325 | ||||||
| Due from factor | 1,152 | 3,353 | ||||||
| Total Current Assets | 55,269 | 60,730 | ||||||
| Total Assets | $ | 55,269 | $ | 60,730 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Bank overdraft | $ | 3,722 | $ | - | ||||
| Accounts payable | 13,419 | - | ||||||
| Accrued expenses | 34,238 | 44,568 | ||||||
| Accrued interest payable | 6,592 | 1,709 | ||||||
| Due to sub-contractors | 24,722 | 17,962 | ||||||
| Loan payable to factor | 47,090 | 33,592 | ||||||
| Advances from officer | 25,702 | - | ||||||
| Sales tax payable | 95,468 | 45,789 | ||||||
| Convertible notes payable | 48,833 | 48,833 | ||||||
| Total Current Liabilities | 299,786 | 192,453 | ||||||
| Total Liabilities | 299,786 | 192,453 | ||||||
| Stockholder’s Deficit: | ||||||||
| Common stock $0.0001 par value; 500,000,000 shares authorized; 99,900,000 shares and 75,000,000 shares issued and outstanding at December 31, 2015 and 2014, respectively | 9,990 | 7,500 | ||||||
| Additional paid in capital | 239,370 | (7,140 | ) | |||||
| Accumulated deficit | (518,732 | ) | (139,427 | ) | ||||
| Accumulated other comprehensive income | 24,855 | 7,344 | ||||||
| Total Stockholder’s Deficit | (244,517 | ) | (131,723 | ) | ||||
| Total Liabilities and Stockholder’s Deficit | $ | 55,269 | $ | 60,730 | ||||
See accompanying notes to the consolidated financial statements.
| F-2 |
ORBIS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| For the year ended December 31, | ||||||||
| 2015 | 2014 | |||||||
| Revenue | $ | 457,603 | $ | 294,841 | ||||
| Cost of revenue | 371,227 | 220,492 | ||||||
| Gross profit | 86,376 | 74,349 | ||||||
| Operating Expenses: | ||||||||
| Impairment of website costs | 82,325 | - | ||||||
| Officer’s compensation | 201,441 | 63,184 | ||||||
| Professional fees | 87,114 | 71,352 | ||||||
| General and administrative | 63,914 | 15,658 | ||||||
| Total Operating Expenses | 434,794 | 150,194 | ||||||
| Loss from Operations | (348,418 | ) | (75,845 | ) | ||||
| Other Income (Expenses): | ||||||||
| Factoring fees | (26,004 | ) | (8,888 | ) | ||||
| Interest expense | (4,883 | ) | (1,709 | ) | ||||
| Total Other Income (Expenses) | (30,887 | ) | (10,597 | ) | ||||
| Net loss | $ | (379,305 | ) | $ | (86,442 | ) | ||
| Other Comprehensive Income (Loss): | ||||||||
| Unrealized foreign currency translation gain (loss) | 17,511 | 4,503 | ||||||
| Total other comprehensive income (loss) | $ | 17,511 | $ | 4,503 | ||||
| Total comprehensive income (loss) | (361,794 | ) | (81,939 | ) | ||||
| Net loss per common share - basic and diluted | $ | - | $ | - | ||||
| Weighted average shares outstanding - basic and diluted | 82,700,959 | 75,000,000 | ||||||
See accompanying notes to the consolidated financial statements.
| F-3 |
ORBIS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
| Common Stock | Additional Paid-in | Accumulated | Accumulated Other Comprehensive | Total Stockholder’s | ||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Income (Loss) | Deficit | |||||||||||||||||||
| Balance - December 31, 2013 | 75,000,000 | $ | 7,500 | $ | (7,140 | ) | $ | (52,985 | ) | $ | 2,841 | $ | (49,784 | ) | ||||||||||
| Net loss | - | - | - | (86,442 | ) | - | (86,442 | ) | ||||||||||||||||
| Foreign currency translation gain (loss) | - | - | - | - | 4,503 | 4,503 | ||||||||||||||||||
| Balance - December 31, 2014 | 75,000,000 | 7,500 | (7,140 | ) | (139,427 | ) | 7,344 | (131,723 | ) | |||||||||||||||
| Issuance of stock for cash | 24,900,000 | 2,490 | 246,510 | - | - | 249,000 | ||||||||||||||||||
| Foreign currency translation gain (loss) | - | - | - | - | 17,511 | 17,511 | ||||||||||||||||||
| Net loss | - | - | - | (379,305 | ) | - | (379,305 | ) | ||||||||||||||||
| Balance - December 31, 2015 | 99,900,000 | $ | 9,990 | $ | 239,370 | $ | (518,732 | ) | $ | 24,855 | $ | (244,517 | ) | |||||||||||
See accompanying notes to the consolidated financial statements.
| F-4 |
ORBIS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For The Year Ended December 31, | ||||||||
| 2015 | 2014 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | (379,305 | ) | $ | (86,442 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Impairment of website costs | 82,325 | - | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | (21,604 | ) | (29,029 | ) | ||||
| Accounts payable | 13,419 | (1,228 | ) | |||||
| Accrued expenses | (5,696 | ) | 31,279 | |||||
| Accrued interest payable | 4,883 | 1,709 | ||||||
| Due to subcontractors | 13,242 | 15,459 | ||||||
| Sales tax payable | 62,021 | 11,542 | ||||||
| Net Cash Used In Operating Activities | (230,715 | ) | (56,710 | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Cash paid for website design costs | (82,325 | ) | - | |||||
| Net Cash Used in Investing Activities | (82,325 | ) | - | |||||
| Cash Flows From Financing Activities: | ||||||||
| Bank overdraft | 4,044 | - | ||||||
| Loan proceeds from (repayments to) factor, net | 20,566 | 20,868 | ||||||
| Cash advances from officer | 22,960 | - | ||||||
| Cash proceeds from sale of stock | 249,000 | - | ||||||
| Loan proceeds from convertible promissory notes | - | 48,833 | ||||||
| Net Cash Provided by Financing Activities | 296,570 | 69,701 | ||||||
| Effect of Exchange Rate Changes on Cash | (4,866 | ) | (1,332 | ) | ||||
| Net (Decrease) Increase in Cash | (21,336 | ) | 11,659 | |||||
| Cash, Beginning of Period | 20,052 | 8,393 | ||||||
| Cash, End of Period | $ | 1,284 | $ | 20,052 | ||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
See accompanying notes to the consolidated financial statements.
| F-5 |
ORBIS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015 and 2014
NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 services 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.
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, an inactive subsidiary located in the United Kingdom. All intercompany balances and transactions have been eliminated in consolidation.
Cash and Cash Equivalents
For the purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be a cash equivalent. There were no cash equivalents at December 31, 2015 or 2014.
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, estimates of penalties and interest on delinquent 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.
Concentrations
Cash Concentrations
Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed insured limits in the U.S. or in Canada. We have not experienced any losses related to these balances. There were no amounts on deposit in excess of insured limits at December 31, 2015 and 2014.
Significant Customers and Concentration of Credit Risk
During the years ended December 31, 2015 and 2014, one customer accounted for 100% of total sales. At December 31, 2015 and 2014, the same one customer accounted for 100% of accounts receivable.
Geographic Concentration of Business
During the years ended December 31, 2015 and 2014, the Company provided point-to-point delivery services 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.
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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, advances from officer and other current liabilities, and loan payable to factor, the carrying amounts approximate fair value due to their short maturities. Amounts recorded for convertible notes 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).
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 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.
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.
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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.
Long-lived Assets
In accordance with ASC 360, “Property, Plant, and Equipment”, we test long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset compared to the estimated future undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss equal to the excess of the carrying value over the assets fair market value is recognized when the carrying amount exceed the undiscounted cash flows.
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 years ended December 31, 2015 and 2014, no adjustments were recognized for uncertain tax benefits. The years 2009 through 2015 are subject to examination by the Canada Revenue Agency.
Earnings (Loss) Per Share
Basic earnings 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 December 31, 2015, $48,833 of convertible notes principal balance was 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.
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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). The foreign currency translation adjustment included in other comprehensive income and loss for the years ended December 31, 2015 and 2014 amounted to a gain of $17,511 and $4,503, respectively.
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.
As of December 31, 2015 and 2014, the exchange rates used to translate amounts in Canadian dollars into USD for the purposes of preparing the financial statements were as follows:
| December 31, 2015 | December 31, 2014 | |||||||
| Exchange rate on balance sheet dates | ||||||||
| USD : CAD exchange rate | 0.7209 | 0.8599 | ||||||
| Average exchange rate for the period | ||||||||
| USD : CAD exchange rate | 0.7833 | 0.9058 | ||||||
Recent Issued Accounting Standards
The Company implemented all new accounting standards that are in effect and that may impact our 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 2 – GOING CONCERN
As reflected in the accompanying consolidated financial statements for the year ended December 31, 2015, the Company incurred a net loss of $379,305 and cash used in operating activities was $230,715. The working capital deficit, accumulated deficit and stockholders’ deficit as of December 31, 2015 were $244,517, $518,732 and $244,517, respectively. These matters raise 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. The Company received $249,000 from the sale of its common stock during the year ended December 31, 2015. Management is continuing to raise debt or equity capital and believes that the actions presently being taken provide the opportunity for the Company to continue as a going concern.
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.
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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. 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 December 31, 2015 and December 31, 2014 which have been treated as secured loans on the accompanying consolidated balance sheets were $47,090 and $33,592, respectively. The total accounts receivable factored during the year ended December 31, 2015 and 2014 were $457,404 and $294,382, respectively. The factor fees incurred during the years ended December 31, 2015 and 2014 were $26,004 and $8,888, respectively. Total outstanding accounts receivable factored at December 31, 2015 and 2014 which is included in Accounts Receivable on the accompanying consolidated balance sheets were $52,833 and $37,325, respectively. The holdback amount due from the factor related to accounts receivable that the factor collected as of the years-ended December 31, 2015 and 2014 was $1,152 and $3,353, respectively.
Accounts Receivable as of December 31, 2015 and 2014 as follows:
| December 31, 2015 | December 31, 2014 | |||||||
| Factored Accounts Receivable | $ | 52,833 | $ | 37,325 | ||||
| Allowance for Doubtful Accounts | - | - | ||||||
| Accounts Receivable, net | $ | 52,833 | $ | 37,325 | ||||
NOTE 4 – CAPITALIZED WEBSITE COSTS
Capitalized website costs consisted of the following at December 31, 2015 and 2014, respectively:
| December 31, 2015 | December 31, 2014 | |||||||
| Capitalized website costs | $ | 82,325 | $ | - | ||||
| Less: impairment of website costs | (82,325 | ) | - | |||||
| Capitalized website costs, net | $ | - | $ | - | ||||
The Company expended $82,325 for the development of website costs for the year ended December 31, 2015. Management was unhappy with the vendor who developed the website, which did not satisfy the Company’s requirements. As a result, management decided to impair the capitalized website costs to $0 and recorded an impairment expense of $82,325 for the year ended December 31, 2015.
NOTE 5 – INCOME TAXES AND OTHER TAXES 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 (See Note 10) for the periods ended:
| December 31, 2015 | December 31, 2014 | |||||||
| HST Payables | $ | 86,919 | $ | 42,461 | ||||
| Penalties and interest payable | 8,549 | 3,328 | ||||||
| Total HST payable | $ | 95,468 | $ | 45,789 | ||||
Income Taxes
There was no income tax expense in 2015 and 2014 due to the Company’s net taxable losses.
At December 31, 2015, the Company has a net operating loss (NOL) for Canadian tax purposes and U.S. tax purposes that approximates $516,000 and is available to offset taxable income through 2035 in both jurisdictions. Consequently, the Company may have NOL carry forwards available for income tax purposes, which will continue to be available until they are recovered through earning taxable income. Deferred tax assets would arise from the recognition of anticipated utilization of these net operating losses to offset future taxable income.
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The components for the provision for income taxes are as follows:
| Year Ended | ||||||||
| December 31, 2015 | December 31, 2014 | |||||||
| Current Taxes | $ | - | $ | - | ||||
| Deferred Taxes | - | - | ||||||
| Provision for Income Taxes | $ | - | $ | - | ||||
A reconciliation of income tax (benefit) computed at the 15.5% Canadian Federal statutory rate to the income tax recorded is as follows:
| Year Ended | ||||||||
| December 31, 2015 | December 31, 2014 | |||||||
| Amount | Amount | |||||||
| Income Tax Expense (Benefit) at Canadian Statutory Rate | $ | (58,792 | ) | $ | (13,399 | ) | ||
| Donations | 89 | 155 | ||||||
| Change in valuation allowance | 58,703 | 13,244 | ||||||
| Total Income Tax Expense (Benefit) | $ | – | $ | – | ||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company’s net deferred income taxes are as follows:
| December 31, 2015 | December 31, 2014 | |||||||
| Net Operating Loss Carry Forwards | $ | 79,907 | $ | 21,203 | ||||
| Total Non-Current Deferred Tax Assets | 79,907 | 21,203 | ||||||
| Deferred Tax Valuation Allowance | $ | (79,907 | ) | $ | (21,203 | ) | ||
| Total Non-Current Deferred Tax Assets | – | – | ||||||
| Total Deferred Tax Assets (Net) | $ | – | $ | – | ||||
Net operating loss carry forwards for the years ended December 31, 2015 comprised of $25,585 for US purposes and $54,322 for Canada purposes, and for December 31, 2014 comprised of $11,839 for US purposes and $9,364 for Canada tax purposes.
Management has determined that the realization of the net deferred tax asset is not assured and has recorded a valuation allowance for the entire amount of such benefits. The change in the valuation allowance in 2015 and 2014 was an increase of $58,703 and $13,244, respectively.
NOTE 6 - ACCRUED EXPENSES
The sole officer has taken compensation without income tax withholding and no employer payroll taxes have been paid to the Canadian tax authorities. Accordingly, the Company has estimated amounts due, and has expensed and accrued such amounts in each year 2015 and 2014, and included them in general and administrative expenses. Accrued expenses at December 31, 2015 consist of estimated employer related payroll taxes of $34,238. Accrued expenses at December 31, 2014 were $44,568 and included $18,727 of estimated employer related payroll taxes and $25,841 of accrued payables.
NOTE 7 – CONVERTIBLE NOTES PAYABLE
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 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 this Note 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. 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 notice of default and demand of payment to the Company in writing pursuant to the terms of the Convertible Promissory Notes. The Company recorded interest expense of $4,883 and $1,709 for the years ended December 31, 2015 and 2014, respectively. Accrued interest payable at December 31, 2015 and 2014 amounted to $6,592 and $1,709, respectively.
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Payment. Unless prepaid or converted in accordance herewith, all principal and accrued interest under this Note is payable in one lump sum on the Note Maturity Date. 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 this Note, 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.
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, then Conversion Price shall be $0.01 per share. No market existed as of December 31, 2015 and therefore, the Conversion Price was fixed at $0.01 per share.
NOTE 8 – STOCKHOLDER’S 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 consisted of 500,000,000 shares of common stock at a par value of $0.0001 per share at December 31, 2015.
Pursuant to Stock Subscription Agreements during 2015, the Company sold 24,900,000 shares of its common stock at $0.01 per share to investors for cash consideration of $249,000.
As a result of the above stock issuances, the Company has 99,900,000 shares of common stock issued and outstanding as of December 31, 2015.
On February 29, 2016, we had 99,900,000 shares of common stock issued and outstanding. The aggregate sale of 50,000,000 shares of common stock by our sole officer and director represented a transfer of 50.05% ownership in the Company. Notwithstanding the change of ownership control, the selling shareholder continues to serve as our sole officer and director.
NOTE 9 – RELATED PARTY
The Company has engaged family members that are related to the sole officer and director as independent contractors. For the years ended December 31, 2015 and 2014, the Company paid family members of the sole officer and director $19,350 and $2,445, respectively.
NOTE 10 – CONTINGENCIES
The Company does not pay or withhold any federal or state employment tax with respect to or on behalf of the drivers who are treated as independent contractors. From time to time, taxing authorities in Canada have sought to assert that independent contractors in the transportation industry, including those utilized by the Company, are employees, rather than independent contractors. The Company believes that the independent contractors utilized by the Company are not employees under existing interpretations of federal Canadian and provincial laws. However, there can be no assurance that federal Canadian, or provincial authorities or independent contractors will not challenge this position, or that other laws or regulations, including tax laws, or interpretations thereof, will not change. If, as a result of any of the foregoing, the Company were required to pay withholding taxes and pay for and administer added employee benefits to these drivers, the Company’s operating costs would increase. Additionally, if the Company is required to pay back-up withholding with respect to amounts previously paid to such drivers, it may also be required to pay penalties or be subject to other liabilities as a result of incorrect classification of such drivers. Any of the foregoing circumstances could have a material adverse impact on the Company’s financial condition and results of operations, and/or cause the Company to restate financial information from prior periods.
The Company did not withhold payroll taxes or make payment of payroll taxes for officer’s compensation. If the Company is required to pay employer related payroll taxes, it may also be required to pay interest and penalties for non-payment of taxes, and it could have a material adverse impact on the Company’s financial position. The Company has recorded as a liability the estimated payroll taxes and related interest and penalties for all periods through December 31, 2015.
The Company is delinquent in filing of Harmonized Sales Tax (“HST”) returns for at least the last two years. The Company has estimated and recorded the delinquent HST liability, interest and penalties in the accompanying financial statements as of December 31, 2015 and 2014, respectively, however, the Company has failed to pay the HST liability. If the Company is required to pay HST liability including interest and penalties, it could have a material adverse impact on the Company’s financial position. Furthermore, the Company or its officer may be subject to other actions by the Canadian taxing authorities with regard to this matter.
NOTE 11 - SUBSEQUENT EVENTS
On February 29, 2016, the Company underwent a change of control of ownership. On February 17, 2016, our sole officer and director who owned 75,000,000 shares of our common stock, par value $0.0001 per share, entered into (i) a Stock Purchase Agreement with a third party investor, pursuant to which our sole director sold 25,000,000 of his shares of common stock on February 29, 2016 for a purchase price of $0.0001 per share (an aggregate purchase price of $2,500), and (ii) a Stock Purchase Agreement with another investor, pursuant to which our sole director sold 25,000,000 of his shares of common stock to another third party investor on February 29, 2016 for a purchase price of $0.0001 per share (an aggregate purchase price of $2,500). The resale transactions by our sole officer and director closed on February 29, 2016 and our sole officer and director retained ownership of 25,000,000 shares of our common stock.
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