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Organization, Description of Business, and Basis of Accounting
3 Months Ended
Mar. 31, 2017
Organization, Description of Business, and Basis of Accounting [Abstract]  
Organization, Description of Business, and Basis of Accounting

Note 1 - Organization, Description of Business, and Basis of Accounting

 

Business Organization

  

On January 24, 2017, Alltemp, Inc. (f/k/a Source Financial, Inc.) (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CSES Acquisition, Inc., a wholly owned subsidiary of the Company (“CSES Merger Sub”) and CSES Group, Inc. (“CSES”) pursuant to which the Company agreed to acquire all of the capital stock of CSES (the “Merger”) with CSES becoming a wholly owned subsidiary of the Company. The consummation of the Merger was effective on April 27, 2017. Pursuant to the Merger Agreement, the Company agreed to issue to the shareholders of CSES 127,045,969 shares of the Company’s Common Stock and issue to the holders of (a) warrants to purchase CSES Common Stock, warrants to purchase an aggregate of 18,409,680 shares of the Company’s Common Stock, (b) options to purchase CSES Common Stock, options to purchase an aggregate of 31,961, 200 shares of the Company’s Common Stock, and (c) a convertible note of CSES, a promissory note of the Company in the principal amount of $100,000 convertible into approximately 535,681 shares of the Company’s Common Stock.

 

In connection with the Merger, the Company’s Certificate of Incorporation was amended to (a) change the Company’s name to Alltemp, Inc. and (b) increase the Company’s authorized shares to 500,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock.

 

CSES is a privately held company that was incorporated in the State of Nevada in June, 2015 for the purpose of commercializing a proprietary refrigerant known as alltemp®.

 

Basis of Presentation

 

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the three months ended March 31, 2017. These interim unaudited consolidated financial statements should be read in conjunction with those financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2017, are not necessarily indicative of the results that may be expected for the year ended December 31, 2017.

 

The accompanying consolidated financial statements include the accounts of Alltemp, Inc. and its wholly owned subsidiary Venture Track, Inc. and have been prepared in accordance with accounting principles generally accepted in the United States. All significant intercompany transactions and balances have been eliminated in consolidation.

 

Reclassifications 

 

For comparability, certain prior period amounts have been reclassified, where appropriate, to conform to the financial statement presentation used in 2017. The reclassifications have no impact on net loss.