Sibannac, Inc. - Quarter Report: 2015 November (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended November 30, 2015

For the transition period from __________ to ____________

Commission File Number: 333-122009

SIBANNIC, INC.

(Exact Name of Registrant as Specified in its Charter)

1313 E. Osborn, Phoenix, AZ 85014

(Address of Principal Executive Offices)  (Zip Code)

Registrant's telephone number including area code:  (480) 420-3171

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.

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: 17,527,194 shares outstanding as of March 11, 2016.

Part I. FINANCIAL INFORMATION.

Item 1. Financial Statements.

SIBANNAC, INC.

FINANCIAL STATEMENTS

For the period ended

November 30, 2015

SIBANNAC, INC.

BALANCE SHEETS

The accompanying notes are an integral part of these financial statements

SIBANNAC, INC.

STATEMENT OF OPERATIONS

For the Three Months Ended November 30, 2015 and 2014 (Unaudited)

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

SIBANNAC, INC.

STATEMENT OF CASH FLOWS

For the Three Months Ended November 30, 2015 and 2014 (Unaudited)

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

SIBANNAC, 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. The initial service offering will be various website marketing and professional employer organization sales.

At August 31, 2015 the Company completed the acquisition of two companies in return for the Company’s common stock. They acquired Protection Cost, Inc. for 2,300,000 shares of common stock and Apollo Media Network, Inc. for 4,500,000 shares.

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 financial statements as of and for the year ended August 31, 2015 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.

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.

NOTE 2 – CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Cash and Cash Equivalents – The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents. At certain times, cash in bank may exceed the amount covered by FDIC insurance. At November 30, 2015 and August 31, 2015 there were deposit balances in a United States bank of $109,930 and $273,808 respectively.

Fair Value of Financial Instruments

The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

As of November 30, 2015 all of the Company’s financial instruments are recorded at fair value.

Accounts Receivable and concentration of credit risk – The Company extends unsecured credit to its customers in the ordinary course of business. Accounts receivable related to online media revenues is recorded at the time services are delivered and payment is reasonably assured. Online media revenues are generally collected from 30 to 60 days after the invoice is received. As of November 30, 2015 and August 31, 2015, the Company had accounts receivable of $120,466 and $1,000, respectively.

Intangible Assets – Intangible assets are comprised of websites, media content and intellectual property related to the websites acquired through the acquisition of Apollo Media Network, Inc. The total value of these assets as of the date of acquisition on August 31, 2015 were $40,053. These balances will be amortized over their estimated useful lives ranging from three to seven years. Amortization from August 31, 2015 to November 30, 2015 was $934.

Note Receivable and Put Payable – As part of the acquisition of Apollo Media Network, Inc. the Company received a note receivable from the principal of Apollo Media Network, Inc. that is due at the payees’ discretion from two to nine years from formation on August 31, 2014. Resulting in a long term note receivable due to the company on August 31, 2015 to August 31, 2024. This loan accrues interest at a rate of 1.59% and is expected to be through the exercise of the related Put Option payable that was also established at the same time.

As part of the acquisition of Apollo Media Network, Inc. the Company issued a put option to repurchase 1,400,000 shares of common stock from the principal of Apollo Media Network, Inc. which is to be outstanding for the same period of time as the Note Receivable described above. The exercise price of the Put is stated as being the full satisfaction of the promissory note valued at $250,000.

The note receivable for $250,000 and the Put payable for $250,000 are linked to one another and will offset each other once the principal of Apollo Media Network, Inc. elects to exercise. Upon their exercise no cash will exchange hands but the asset and offsetting liability will be removed from the Companies records at that time.

Notes payable – As part of the acquisition of Apollo Media Networks, Inc. the company assumed liability for various notes payable due to four individual investors ranging from $5,000 to $64,000 principle amount. These notes have a stated interest rate of 5% except for one $30,000 note that bears interest at 40%. These notes matured at various times throughout 2015. The principle balance of all notes totaled $234,100 and accrued interest at August 31, 2015 was $20,095 for a total debt assumed of $254,195. At November 30, 2015 additional accrued interest of $5,536 was accrued resulting in total debt balance of $259,731.

The Company is currently in the process of negotiating terms with the noteholders to convert their notes into convertible notes that can be repaid through the issuance of the Company’s common stock. There is no guarantee that the company will be able to reach terms with investors to convert them into common stock. As of November 30, 2015 all of these notes were past due.

Quasi-Reorganization – During the fiscal year ended August 31, 2015 the Company’s’ shareholders approved a quasi-reorganization which has been reflected in the accompanying financial statements by an elimination of the accumulated deficit of $3,478,477 as of August 31, 2015, and a corresponding reduction of additional paid in capital. As part of the reorganization the Company evaluated its assets to determine if any needed to be written down to fair market value as a part of the reorganization. The Company determined that all assets were currently being carried at fair value and no adjustment in value we required.

Loss per share - The Company computes net loss per common share in accordance with FASB ASC 260 (SFAS No. 128 “Earnings per Share” and SAB No. 98). Under the provisions of ASC 260, the basic net loss per common share is computed by dividing the net loss available to common stock outstanding during the period. Net loss per share on a diluted basis is computed by dividing the net loss for the period by the weighted average number of common and dilutive common stock equivalent shares outstanding during the period.

The Company has no potentially dilutive securities outstanding as of August 31, 2015 and 2014.

Recent Accounting Pronouncements - We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

NOTE 3– GOING CONCERN

As shown in the financial statements, during the year ended August 31, 2015 the Company did not earn any revenue and incurred a net loss from operations of $38,321 and during the quarter ended November 30, 2015 the Company incurred an additional loss from operation of $33,876. These factors create a substantial doubt regarding the Company’s ability to continue as a going 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 4 – COMMON STOCK

On August 31, 2015 the Company completed the acquisition of 100% of the outstanding stock of Protection Cost Inc. in return for 2,300,000 shares of common stock.

On August 31, 2015 the Company completed the acquisition of 100% of the outstanding stock of Apollo Media Network, Inc. in return for 3,100,000 shares of common stock.

During the year ended August 31, 2015 the Company sold shares of its common stock to the persons, on the dates, in the amounts, and for the consideration shown below:

On August 31, 2015 various officers and directors of the company returned 6,144,406 shares of common stock to the treasury for no consideration. These shares were canceled on August 31, 2015.

NOTE 5 – RELATED PARTY TRANSACTIONS

Both Protection Cost, Inc. and Apollo Media Network, Inc. were owned and managed by individuals who were either part of management or on the board of directors of the Company. At August 31, 2015 Mr. Kimerer resigned from the board and from the management of Sibannac, Inc. as part of the acquisition of Apollo.

NOTE 6 – GOODWILL IMPAIRMENT

As of August 31, 2015 the Company had an intangible asset of $2,477,267 in goodwill related to the acquisitions of Protection Cost, Inc. and Apollo Media Network, Inc. These balance were evaluated at year-end to determine if an impairment was necessary and due to the limited cash flow generated by these business entities management determined that this balance should be fully impaired resulting in a one-time impairment expense of $2,374,486 recorded in the current fiscal year. The Company followed the guidance of FASB ASC 852-20 Quasi-reorganization in accounting for this transaction.

NOTE 7 – PROVISION FOR INCOME TAXES

The company utilizes FASB ASC 740, “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established if it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company generated a deferred tax credit through net operating loss carry forwards. As of August 31, 2015 the Company had federal and state net operating loss carry forwards of approximately $777,000 ($644,000 in 2014) that can be used to offset future taxable income. The carry forwards will begin to expire in 2014 unless utilized in earlier years.

The income tax effect of temporary differences between financial and tax reporting gives rise to the deferred tax asset at August 31, 2014 and 2013 as follows:

NOTE 8 – SUBSEQUENT EVENT

There were no financially material events subsequent to year end.

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 Sibannac, 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.

Results of Operations

In the period ended November 30, 2014 the Company had no revenue. In the period ended November 30, 2015 the Company had revenue of $143,260 as it included all operations related to online media advertising. As long as the company has adequate operating capital management expects that revenue from this source will continue to grow.

In the period ended November 30, 2014 the Company had no operating expenses. In the period ended November 30, 2015 the Company had cost of goods sold of $87,673 resulting in operating profits of $55,587 and an operating profit of 39%. Management expects that as Company revenues continue to grow operating profit margins will improve.

In the period ended November 30, 2014 the Company had general and administrative expenses of $7,500 compared to $84,125 in the period ended November 30, 2015. Management expects that as the companies continues to implement the business plan this expenses category will gradually be reduced.

Liquidity and Capital Resources

During year ended August 31, 2015 the Company received $617,500 from the sale of its common stock.

During the twelve months ending August 31, 2016 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 February 28, 2015, 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 August 31, 2015, that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II

Item 6.  Exhibits

a.  Exhibits

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.