Sibannac, Inc. - Quarter Report: 2013 February (Form 10-Q)

naprodis10q022813.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

For the quarterly period ended February 28, 2013

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ______________

Commission File Number: 333-122009

NAPRODIS, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada		33-0903494
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

13250 Gregg St., Suite F, Poway, CA 92064

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number including area code: (858) 486-8655

N/A

Former name, former address, and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 o 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 x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Larger accelerated filer	o	Accelerated filer	o
	Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 4,990,000 shares outstanding as of June 15, 2013.

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NAPRODIS, INC.

FINANCIAL STATEMENTS

For the three months ended

February 28, 2013

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FINANCIAL STATEMENTS

	Page

Balance Sheets as of February 28, 2013 (unaudited) and August 31, 2012	1

Statements of Operations for the Three and Six Months Ended February 28, 2013 and 2012 (unaudited)	2

Statements of Cash Flows for the Six Months Ended February 28, 2013 and 2012 (unaudited)	3

Notes to Financial Statements (unaudited)	4-7

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NAPRODIS, INC.
BALANCE SHEETS
(Unaudited)

	February 28,			August 31,
	2013			2012

ASSETS
Current Assets
Cash	$	16,700		$	648
Accounts Receivable		13,513			11,396
Inventories, net		117,087			118,083
Total Current Assets		147,300			130,127

Property and equipment, net		33,653			40,523
Other Assets		10,159			10,159

TOTAL ASSETS	$	191,112		$	180,809

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts Payable and accrued expenses	$	120,097		$	98,021
Accrued payroll and payroll taxes		1,277			1,484
Accrued Interest		41,262			33,795
Customer Deposits		7,335			-
Payables to related party		137,127			124,523
Officer Loans		210,695			206,542
Total Liabilities		517,793			464,365

Stockholders' Deficit
Preferred stock, $0.001 par value,
10,000,000 shares authorized, 0 shares issued		-			-
Common Stock, $0.001 par value,
60,000,000 shares authorized;
4,990,000 isssued and outstanding at
February 28, 2013 and August 31, 2012		4,990			4,990
Additional paid-in capital		131,260			131,260
Deficit		(462,931	)		(419,806	)
Total Stockholders's Deficit		(326,681	)		(283,556	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	191,112		$	180,809

The accompanying notes are an integral part of these financial statements

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NAPRODIS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)

	For the Three Months Ended						For the Six Months Ended
		February 28,			February 29,			February 28,			February 29,
		2013			2012			2013			2012

Revenues	$	47,927		$	41,196		$	118,501		$	231,865

Cost of sales, (exclusive of depreciation, included in general
& administrative expenses)		11,542			12,329			23,873			18,934

Gross profit		36,385			28,867			94,628			212,931

Selling, General and Administrative Expenses
Selling expenses		7,731			6,359			9,669			29,304
Occupancy costs		33,306			31,656			66,612			64,028
Salaries and wages		2,255			10,571			4,343			83,604
Other general and administrative expenses		20,190			21,920			48,235			84,874

Total selling, general and administrative expenses		63,482			70,506			128,859			261,810

Net Loss before other income and expenses		(27,097	)		(41,639	)		(34,231	)		(48,879	)

Interest expense		(3,972	)		(3,961	)		(8,894	)		(6,565	)

Net Loss	$	(31,069	)	$	(45,600	)	$	(43,125	)	$	(55,444	)

Loss per share - basic and diluted		(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)

Weighted average common shares outstanding – basic and diluted	$	4,990,000			4,990,000		$	4,990,000		$	4,990,000

The accompanying notes are an integral part of these financial statements

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NAPRODIS, INC.
STATEMENT OF CASH FLOWS
(Unaudited)

	For the six months ended
	February 28,			February 29,
	2013			2012
Operating Activities
Net loss	$	(43,125	)	$	(55,444	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation		6,870			6,802
Changes in operating assets and liabilities:
Accounts Receivable		(2,117	)		(14,648	)
Inventory		996			6,191
Prepaid expenses		-			(6,500	)
Accounts Payable and accrued expenses		22,076			(6,556	)
Accrued payroll and payroll taxes		(207	)		(13,794	)
Accrued Interest		7,467			6,301
Customer Deposits		7,335			1,629
Net Cash provided by operating activities		(705	)		(76,019	)

Financing Activities
Bank Overdraft		-			10,089
Proceeds from officer loans		4,153			60,753
Proceeds (repayment) of payable to related party		12,604			-
Net Cash provided by financing activities		16,757			70,842

Net Increase in cash		16,052			(5,177	)
Cash, beginning of period		648			15,726
Cash, end of period	$	16,700		$	10,549
Supplemental disclosures of cash flow information
Cash paid for
Interest	$	-		$	-
Income taxes	$	-		$	-

The accompanying notes are an integral part of these financial statements

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NOTE 1- BASIS OF PRESENTATION AND NATURE OF BUSINESS

Nature of Business

Naprodis, Inc. (the “Company”) was incorporated in the state of Nevada on June 4, 1999. The Company is a pharmaceutical manufacturer, supplying natural raw materials and natural health care products to the health supplement and beauty product industry. The Company also markets its own line of beauty products from its offices and laboratory in Poway, California.

Basis of Presentation

The financial statements presented include all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the period presented in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature

These unaudited interim financial statements as of and for the six months ended February 28, 2013 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.

These unaudited interim financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s fiscal year end August 31, 2012 report on Form 10-K. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the six month period ended February 28, 2013 are not necessarily indicative of results for the entire year ending August 31, 2013.

The financial statements of the comparative period ended February 29, 2012 have been recast on certain line items to comport with the presentation in the 2013 statements.

NOTE 2 – GOING CONCERN

As shown in the financial statements, the Company incurred a net loss of $(43,125) during the six months ended February 28, 2013, and as of that date, the Company’s current liabilities exceeded its current assets by $326,681. The Company has accumulated a deficit of $(462,931). These factors create an uncertainty regarding the Company’s ability to continue as a going co concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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NOTE 3 – PAYABLES TO RELATED PARTIES

The following payables to companies that are related by common ownership are payable on demand andhave no terms of repayment or maturity date. The payables to Solde Naprodis and Phybiosis accrue interest at 5% per annum, while the amount due to Loresys is non-interest-bearing:

	February 28,		August 31,
	2013		2012

Solde Naprodis, Inc.	$	3,996	$	4,418
Phybiosis, Inc.		120,105		120,105
Loresys, Inc.		13,026		-
	$	137,127	$	124,523

NOTE 4 – OFFICER LOANS

Loans from the following officers of the Company have no terms of repayment or maturity, are payable on demand and bear interest at 5% per annum.

	February 28,		August 31,
	2013		2012

Paul Petit	$	106,161	$	101,987
Alain Petit		18,317		16,101
Kelley Thompson		67,258		67,258
Jean-Phillipe Petit		5,000		7,237
Antoine Lagomarsino		6,459		6,459
Guillaume Petit		7,500		7,500
	$	210,695	$	206,542

NOTE 5 – SEGMENT INFORMATION

Although the Company sells more than 400 products, only the Company’s skin care product line accounted for more than 10% of the Company’s revenue for the six months ended February 28, 2013. The following presents certain information concerning the six month’s skin care product segment:

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Six months ended February 28, 2013

			All Other
	Skin Care		Segments			Total

Revenue		82,951		35,550			118,501
Segment profit (loss)		11,195		(54,320	)		(43,125	)
Segment assets (1)		25,258		91,829			117,087
Expenditures for Segment assets (1)		14,409		3,394			17,803

Six months ended February 29, 2012

			All Other
	Skin Care		Segments			Total

Revenue		208,678		23,187			231,865
Segment profit (loss)		18,296		(73,740	)		(55,444	)
Segment assets (1)		2,406		117,813			120,219
Expenditures for Segment assets		5,826		779			6,605

Three months ended February 28, 2013

			All Other
	Skin Care		Segments			Total

Revenue		25,913		22,014			47,927
Segment profit (loss)		7,217		(38,286	)		(31,069	)
Segment assets (1)		25,258		91,829			117,087
Expenditures for Segment assets (1)		--		--			--

Three months ended February 29, 2012

			All Other
	Skin Care		Segments			Total

Revenue		37,076		4,120			231,865
Segment profit (loss)		15,048		(60,648	)		45,600
Segment assets (1)		2,406		117,813			120,219
Expenditures for Segment assets		5,826		779			6,605

(1)	Inventory is the only asset that can be segmented since the remaining assets of the Company are used for all of the Company’s activities.

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All other segments are:

* Body Care

* Hair Care

* Dietary Supplements

* Raw Materials which include:

* Essential Oils

* Hydrolates

* Clays

* Celtic Sea Salt

* Fatty Vegetal Oils

* Sea Algae

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of management and information currently available to management. The use of words such as “believes”, “expects”, “anticipates”, “intends”, “plans”, “estimates”, “should”, “likely” or similar expressions, indicates a forward-looking statement.

The identification in this report of factors that may affect our future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation

General

The Company was incorporated in Nevada in June 1999.

Since September 2000 the Company has been in the business of selling dietary and personal care products. The Company distributes its products primarily through private label resellers and through spas, beauty salons, health professionals, and health and beauty stores. As of the date of this report the Company’s products were being sold in the United States and Canada along with several foreign countries. The Company relies upon referrals from its customers and it website to market its products.

Material changes of certain items in the Company’s Statement of Operations for the three months ended February 28, 2013, as compared to the same period last year, are discussed below.

	Increase (I)
Item	or Decrease (D)		Reason

Revenues		I	New private label customers

Gross profit, as a percent of total revenue		I	Private label sales yields higher profit margin

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Material changes of certain items in the Company’s Statement of Operations for the six months ended February 28, 2013, as compared to the same period last year, are discussed below.

	Increase (I)
Item	or Decrease (D)		Reason

Revenues		D	Loss of retail customers due to lack of sales force

Gross profit, as a percentage of total revenue		D	Reduced product prices in effort to increase sales

Selling general and administrative expenses		D	reduction in expenses in response to loss of major customer

In October 2011, the Company’s largest customer, Plant Devas, which accounted for approximately 85% the Company’s its sales during the year ended August 31, 2011, decided to manufacture for its own account the products which they had previously been buying from the Company. The Company previously manufactured 22 products from its skin care segment for Plant Devas, who then resold the products under its own label. The Company is now manufacturing these same 22 skin care products and selling them under its label. The equipment used to manufacture the skin care products for Plant Devas was not custom built, but was the same equipment used, and which the Company is currently using, to manufacture all of its products.

Other than the foregoing, the Company does not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on sales, revenues or income from continuing operations, or liquidity and capital resources.

Research and Development

During the past two years the Company research and development expenses have been less than $1,500. However, the Company believes that in order to be competitive it will need to commit to continuous product innovation and improvement through research. Research efforts will combine in-house research, published research, and clinical studies and will involve the following:

	●	Investigation of the in vitro activity of new natural extracts,
	●	Identification and research of combinations of nutrients that may be suitable for new products,
	●	Analysis of the benefits of existing and newly identified nutritional supplements,
	●	Improvement of existing products following new discoveries in nutrition, and
	●	Improvements to manufacturing processes.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of February 28, 2013, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended February 28, 2013, that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II

Item 6. Exhibits

a. Exhibits

	31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	32	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NAPRODIS, INC.

Date: June 19, 2013	By:	/s/ Paul Petit
		Paul Petit
		President, Principal Executive,
		Financial and Accounting Officer