Sibannac, Inc. - Quarter Report: 2014 February (Form 10-Q)

naprodis10q022814.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, 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.)

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 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: 4,990,000 shares outstanding as of March 31, 2014.

NAPRODIS, INC.

FINANCIAL STATEMENTS

For the period ended

February 28, 2014

NAPRODIS, INC.
BALANCE SHEETS
(Unaudited)

	February 28,			August 31,
	2014			2013

ASSETS

Current Assets
Cash	$	6,796		$	3,542
Accounts Receivable		13,803			22,431
Inventories, net		18,751			19,923
Total Current Assets		39,350			45,896

Property and equipment, net		20,960			25,959
Long-Term Inventories		75,006			119,534
Other Assets		10,159			10,159

TOTAL ASSETS	$	145,475		$	201,548

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts Payable and accrued expenses	$	321,752		$	239,757
Accrued payroll and payroll taxes		2,253			1,783
Accrued Interest		43,761			52,517
Customer Deposits		1,250			2,319
Payables to related party		139,308			139,586
Officer Loans		202,212			216,737

Total Liabilities		710,536			652,699

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 issued and outstanding at
February 28, 2014 and August 31, 2013		4,990			4,990
Additional paid-in capital		131,260			131,260
Deficit		(701,311	)		(587,401	)

Total Stockholders' Deficit		(565,061	)		(451,151	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	145,475		$	201,548

The accompanying notes are an integral part of these unaudited financial statements

NAPRODIS INC.

STATEMENT OF OPERATIONS

(Unaudited)

	For the three months ended						For the six months ended
	February 28,						February 28,
	2014			2013				2014			2013

Revenues	$	29,200		$	47,927		$	95,762		$	118,501

Cost of sales, (exclusive of depreciation, included in general and administrative expenses)		6,996			11,542			54,994			23,873

Gross profit		22,204			36,385			40,768			94,628

Selling expenses		2,264			7,731			4,912			9,669

General and administrative expenses
Occupancy costs		34,167			33,306			68,334			66,612
Salaries and wages		2,761			2,255			5,377			4,343
Other general and administrative expenses		43,010			20,190			68,152			48,235

Total general and administrative expenses		82,202			63,482			146,775			128,859

Net Loss before other income and expenses		(59,998	)		(27,097	)		(106,007	)		(34,231	)

Interest expense		(3,793	)		(3,972	)		(7,903	)		(8,894	)

Net Loss	$	(63,791	)	$	(31,069	)	$	(113,910	)	$	(43,125	)


Net Loss per share - basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(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 unaudited financial statements

NAPRODIS, INC.
STATEMENT OF CASH FLOWS
(Unaudited)

	For the six months ended
	February 28,
	2014			2013

Operating Activities
Net loss	$	(113,910	)	$	(43,125	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation		7,282			6,870
Changes in operating assets and liabilities:
Accounts Receivable		8,628			(2,117	)
Inventory		45,700			996
Accounts Payable and accrued expenses		81,995			22,076
Accrued payroll and payroll taxes		470			(207	)
Accrued Interest		(8,756	)		7,467
Customer Deposits		(1,069	)		7,335
Net Cash provided by operating activities		20,340			(705	)

Investing Activities
Acquisition of equipment		(2,283	)		-
Net cash used in investing activities		(2,283	)		-

Financing Activities
Proceeds (payments) on officer loans		(14,525	)		4,153
Proceeds (payments) on related party debt		(278	)		12,604
Net Cash provided by financing activities		(14,803	)		16,757

Net Increase (Decrease) in cash		3,254			16,052
Cash, beginning of period		3,542			648
Cash, end of period	$	6,796		$	16,700

Supplemental disclosures of cash flow information
Cash paid for
Interest	$	-		$	-
Income taxes		-			-

The accompanying notes are an integral part of these unaudited financial statements

NOTE 1 – BASIS OF PRESENTATION AND NATURE OF BUSINESS

Nature of Business

Naprodis, Inc. (the “Company”) was incorporated in 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 three months ended February 28, 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, 2013 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, 2014 are not necessarily indicative of results for the entire year ending August 31, 2014.

NOTE 2 – GOING CONCERN

As shown in the financial statements, the Company incurred a net loss of $(113,910) during the six months ended February 28, 2014, and as of that date, the Company’s current liabilities exceeded its current assets by $671,186. The Company has an accumulated a deficit of $701,311. 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.

NOTE 3 – PAYABLES TO RELATED PARTIES

The following payables to companies that are related by common ownership are payable on demand and have 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,
	2014		2013

Solde Naprodis, Inc.	$	3,198	$	3,198
Phybiosis, Inc.		120,105		120,105
Loresys		16,005		16,283
	$	139,308	$	139,586

NOTE 4 – LOANS FROM OFFICERS AND OTHERS

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,
	2014		2013

Paul Petit	$	86,373	$	106,378
Alain Petit		32,854		23,973
Kelley Thompson		64,026		67,427
Jean-Phillipe Petit		5,000		5,000
Antoine Lagomarsino		6,459		6,459
Guillaume Petit		7,500		7,500
	$	202,212	$	216,737

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 and six months ended February 28, 2014, as compared to the same period last year, are discussed below.

	Increase (I)
Item	or Decrease (D)	Reason

Revenue	D	Supplements removed from production

Gross profit, as a percent of total revenue (six month period only)	D	Purchased raw materials in lower quantities at a higher cost

General and Administrative expenses	I	Increased legal and professional fees

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.

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, 2014, 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, 2014, 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.

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: April 08, 2014	By:	/s/ Paul Petit
		Paul Petit, President, Principal Executive,
		Financial and Accounting Officer