Sibannac, Inc. - Quarter Report: 2014 November (Form 10-Q)
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 November 30, 2014
|
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.)
|
9235 Bell Flower Way Highlands Ranch, CO 80126
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (720) 525-4981
|
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 x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes 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: 15,201,600 shares outstanding as of January 10, 2015.
1
NAPRODIS, INC.
FINANCIAL STATEMENTS
For the three months ended
November 30, 2014
2
|
NAPRODIS, INC.
|
||||||||
|
BALANCE SHEETS
|
||||||||
|
November 30,
|
August 31,
|
|||||||
|
|
2014
|
2014
|
||||||
|
(Unaudited)
|
||||||||
| ASSETS | ||||||||
|
Current Assets
|
||||||||
|
Cash
|
$ | 116,522 | $ | 63,000 | ||||
|
Total Current Assets
|
116,522 | 63,000 | ||||||
|
TOTAL ASSETS
|
$ | 116,522 | $ | 63,000 | ||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts payable and accrued expenses
|
$ | 30,370 | $ | 72,348 | ||||
|
Accrued payroll and payroll taxes
|
2,476 | 2,476 | ||||||
|
Stock subscription payable
|
-- | 63,000 | ||||||
|
Total Liabilities
|
32,846 | 74,824 | ||||||
|
Stockholders' Equity (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; 15,201,600 and 2,037,000
|
||||||||
|
shares issued and outstanding at November 30,
|
||||||||
|
2014 and August 31, 2014
|
15,191 | 2,027 | ||||||
|
Additional paid-in capital
|
944,171 | 791,335 | ||||||
|
Deficit
|
(875,686 | ) | (868,186 | ) | ||||
|
Total Stockholders’ Equity (Deficit)
|
83,676 | (74,824 | ) | |||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
$ | 116,522 | $ | 63,000 | ||||
The accompanying notes are an integral part of these financial statements
3
|
NAPRODIS INC.
|
||||||||
|
STATEMENT OF OPERATIONS
|
||||||||
|
(unaudited)
|
||||||||
|
For the three months ended
|
||||||||
|
November 30,
|
||||||||
|
2014
|
2013
|
|||||||
|
Revenues
|
$ | -- | $ | -- | ||||
|
Cost of sales, (exclusive of depreciation, included in
|
||||||||
|
general & administrative expenses)
|
-- | -- | ||||||
|
Gross profit
|
-- | -- | ||||||
|
Selling expenses
|
-- | -- | ||||||
|
General and administrative expenses
|
||||||||
|
Occupancy costs
|
-- | -- | ||||||
|
Salaries and wages
|
-- | -- | ||||||
|
Other general and administrative expenses
|
7,500 | -- | ||||||
|
Total general and administrative expenses
|
7,500 | -- | ||||||
|
Net Loss before other income and expenses
|
(7,500 | ) | -- | |||||
|
Loss on discontinued operations
|
-- | (58,278 | ) | |||||
|
Net Loss
|
$ | (7,500 | ) | $ | (58,278 | ) | ||
|
Net Loss per share - basic and diluted
|
||||||||
| $ | (0.00 | ) | $ | (0.01 | ) | |||
|
Weighted average common shares
|
||||||||
|
outstanding - basic and diluted
|
4,179,451 | 4,990,000 | ||||||
The accompanying notes are an integral part of these unaudited financial statements
4
|
NAPRODIS, INC.
|
||||||||
|
STATEMENT OF CASH FLOWS
|
||||||||
|
(Unaudited)
|
||||||||
|
For the three months ended
|
||||||||
|
November 30,
|
||||||||
|
2014
|
2013
|
|||||||
|
Operating Activities
|
||||||||
|
Net loss
|
$ | (7,500 | ) | $ | (58,278 | ) | ||
|
Adjustments to reconcile net loss to net cash used in operations:
|
||||||||
|
Depreciation
|
-- | 1,358 | ||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts Receivable
|
-- | 10,660 | ||||||
|
Inventory
|
-- | 41,147 | ||||||
|
Prepaid expenses
|
-- | - | ||||||
|
Accounts payable and accrued expenses
|
(41,978 | ) | 14,991 | |||||
|
Accrued payroll and payroll taxes
|
-- | 228 | ||||||
|
Accrued Interest
|
-- | 4,078 | ||||||
|
Customer Deposits
|
-- | (1,069 | ) | |||||
|
Net Cash provided (used) by operating activities
|
(49,478 | ) | 13,115 | |||||
|
Financing Activities
|
||||||||
|
Payments of officer loans
|
-- | (12,168 | ) | |||||
|
Proceeds from sale of common stock
|
103,000 | -- | ||||||
|
Net Cash provided by (used in ) financing activities
|
103,000 | (12,168 | ) | |||||
|
Net Increase in cash
|
53,522 | 947 | ||||||
|
Cash, beginning of period
|
63,000 | 3,542 | ||||||
|
Cash, end of period
|
$ | 116,522 | $ | 4,489 | ||||
|
Supplemental disclosures of cash flow information
|
||||||||
|
Subscription receivable
|
$ | 63,000 | $ | -- | ||||
The accompanying notes are an integral part of these unaudited financial statements
5
NAPRODIS, INC.
NOTES TO THE (UNAUDITED) FINANCIAL STATEMENTS
NOTE 1 – BASIS OF PRESENTATION AND NATURE OF BUSINESS
Nature of Business
Between September 2000 and August 2014 the Company was in the business of selling nutritional and personal care products.
On August 25, 2014, the Company transferred all of its assets to Naprodis, Inc., a Colorado corporation (“Colorado Naprodis”). In consideration for the transfer of these assets, Colorado Naprodis agreed to assume a substantial amount of the Company’s liabilities. Colorado Naprodis is controlled by Paul Petit, who was the Company’s president prior to August 25, 2014.
As a result of the disposal of the Company’s old business, the Company now plans to provide a variety of services to licensed marijuana growers and dispensaries.
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 three months ended November 30, 2014 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, 2014 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 three month period ended November 30, 2014 are not necessarily indicative of results for the entire year ending August 31, 2015.
NOTE 2 – GOING CONCERN
As shown in the financial statements, during the three months ended November 30, 2014 the Company did not earn any revenue and incurred a net loss of $(7,500). As of November 30, 2014, the Company has an accumulated deficit of $(875,686). These factors create a substantial doubt 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.
6
NOTE 3 – COMMON STOCK
During the three months ended November 30, 2014 the Company sold shares of its common stock to three persons, on the dates, in the amounts, and for the consideration shown below:
|
Name
|
Date
|
Shares
|
Consideration
|
|||||||||
|
Officer and Director
|
11-12-14 | 5,000,000 | $ | 63,000 | (1) | |||||||
|
Director
|
11-12-14 | 5,000,000 | $ | 63,000 | ||||||||
|
Unrelated third party
|
11-25-14 | 3,174,600 | $ | 40,000 | ||||||||
|
(1)
|
Payment was received in August 2014.
|
7
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 Operations
General
The Company was incorporated in Nevada in June 1999.
Between September 2000 and August 2014 the Company was in the business of selling nutritional and personal care products.
On August 25, 2014, the Company transferred all of its assets to Naprodis, Inc., a Colorado corporation (“Colorado Naprodis”). In consideration for the transfer of these assets, Colorado Naprodis agreed to assume a substantial amount of the Company’s liabilities. Colorado Naprodis is controlled by Paul Petit, who was the Company’s president prior to August 25, 2014.
In connection with the assignment of the Company’s assets to Colorado Naprodis:
|
●
|
Paul Petit, Jean-Phillipe Petit, Alain Petit and Kelly Thompson resigned as officers and/or directors of the Company;
|
|
|
●
|
Paul Petit agreed to the cancellation of 1,175,000 shares of his common stock. These shares were returned to treasury and cancelled;
|
|
|
●
|
S.A.R.L. Naprodis, which is controlled by Alain Petit, sold 1,788,000 shares of the Company’s common stock to the Company for a nominal consideration. The shares sold to the Company were returned to treasury and cancelled; and
|
|
|
●
|
The following persons were appointed as officers and directors of the Company:
|
|
Daniel Allen
|
President, Chief Executive Officer and a Director
|
|
|
Chase Zeman
|
Secretary, Treasurer and a Director
|
As a result of the disposal of the Company’s old business, the Company now plans to provide a suite of services to marijuana growers and dispensaries.
8
Marijuana cultivation and distribution has become a viable business market with several avenues and opportunities for new products and services. Due to the uncertainty surrounding the regulatory structure of the marijuana industry, many suppliers of products and services are hesitant to build relationships with marijuana dispensaries and growers. In an effort to rectify this problem, the Company plans to develop a centralized platform for the distribution of marijuana products and services.
Initially the Company plans to provide the following to licensed dispensaries and growers:
|
●
|
An LED lighting system that requires 70% less energy than current systems and offers prism based lighting spectrums to provide a software controlled lighting system;
|
|
|
●
|
cartridges and pen constructs that allow licensed dispensaries to distribute e-marijuana cigarette products ;
|
|
|
●
|
protection and security;
|
|
|
●
|
assistance with regulatory compliance;
|
|
|
●
|
employment, background checks and other human resource services;
|
|
|
●
|
advertising and marketing; and
|
|
|
●
|
capital and related financial services.
|
In order to provide these products and services, the Company plans to enter into partnership, joint venture and sales distribution agreements with unrelated parties who are already providing, or have indicated their capability to provide, these products and services.
As of December 31, 2014 the Company had not entered into agreements with any person relating to these products or services.
The Company’s ability to provide capital to the marijuana industry will be dependent upon the Company’s ability to raise capital through the public or private sale of its securities.
Results of Operations
Since the Company sold all of its assets to a private corporation controlled by the Company’s former president in August 2014, a comparison of the Company’s operating results for the three months ended November 30, 2014 and its financial condition as of November 30, 2014 with any prior period would not be meaningful.
Liquidity and Capital Resources
During the three months ended November 30, 2014 the Company sold shares of its common stock to the persons, on the dates, in the amounts, and for the consideration shown below:
9
|
Name
|
Date
|
Shares
|
Consideration
|
|||||||||
|
Daniel Allen
|
11-12-14 | 5,000,000 | $ | 63,000 | (1) | |||||||
|
Chase Zeman
|
11-12-14 | 5,000,000 | $ | 63,000 | ||||||||
|
Travis Hair
|
11-25-14 | 3,174,600 | $ | 40,000 | ||||||||
|
(1)
|
Payment was received in August 2014.
|
Daniel Allen is an officer and director of the Company. Chase Zeman is a director of the Company.
During the twelve months ending August 31, 2015 the Company estimates it will need approximately $500,000 to implement its business plan. 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.
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 November 30, 2014, our disclosure controls and procedures were not effective.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended November 30, 2014, that materially affected or are reasonably likely to materially affect our internal control over financial reporting.
10
PART II
Item 6. Exhibits
a. Exhibits
11
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: January 20, 2015
|
By:
|
/s/ Daniel Allen | |
| Daniel Allen, President, Principal Executive, | |||
| Financial and Accounting Officer | |||
12