Sibannac, Inc. - Quarter Report: 2015 February (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 February 28, 2015
| 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
SIBANNIC, 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.) |
1313 E. Osborn, Phoenix, AZ 85014
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (480) 420-3171
| 9235 Bell Flower Way, Highlands Ranch, CO 80126 |
| 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: 16,467,200 shares outstanding as of April 8, 2015.
SIBANNAC, INC.
FINANCIAL STATEMENTS
For the period ended
February 28, 2015
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SIBANNAC, INC.
BALANCE SHEETS
(Unaudited)
SIBANNAC, INC.
BALANCE SHEETS
| February 28, | August 31, | |||||||
| 2015 | 2014 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash [note 2] | $ | 207,658 | $ | 63,000 | ||||
| Loans receivable [note 2] | 20,000 | – | ||||||
| Total Current Assets | 227,658 | 63,000 | ||||||
| TOTAL ASSETS | $ | 227,658 | $ | 63,000 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 6,760 | $ | 72,348 | ||||
| Accrued payroll and payroll taxes | 2,476 | 2,476 | ||||||
| Stock subscription payable | – | 63,000 | ||||||
| Total Liabilities | 9,236 | 137,824 | ||||||
| Stockholders' Equity (Deficit) | ||||||||
| Common Stock, $0.001 par value, 60,000,000 shares authorized; 15,967,200 and 2,027,000 shares issued and outstanding at February 28, 2015 and August 31, 2014 [note 4] | 15,957 | 2,027 | ||||||
| Additional paid-in capital | 1,094,405 | 791,335 | ||||||
| Deficit | (891,940 | ) | (868,186 | ) | ||||
| Total Stockholders’ Equity (Deficit) | 218,422 | (74,824 | ) | |||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 227,658 | $ | 63,000 | ||||
The accompanying notes are an integral part of these financial statements
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SIBANNAC, INC.
STATEMENT OF OPERATIONS
(Unaudited)
| For the three months ended | For the six months ended | |||||||||||||||
| February 28, | February 28, | |||||||||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||||||||
| Revenues | $ | – | $ | 29,200 | $ | – | $ | 95,762 | ||||||||
| General and Administrative Expenses | – | 6,996 | – | 54,994 | ||||||||||||
| Gross profit | – | 22,204 | – | 40,768 | ||||||||||||
| Selling expenses | – | 2,264 | – | 4,912 | ||||||||||||
| General and administrative expenses | ||||||||||||||||
| Occupancy costs | – | 34,167 | – | 68,334 | ||||||||||||
| Salaries and wages | – | 2,761 | – | 5,377 | ||||||||||||
| Other general and administrative expenses | 16,254 | 43,010 | 23,754 | 68,152 | ||||||||||||
| Total general and administrative expenses | 16,254 | 82,202 | 23,754 | 146,775 | ||||||||||||
| Net Loss before other income and expenses | (16,254 | ) | (59,998 | ) | (23,754 | ) | (106,007 | ) | ||||||||
| Interest expense | – | (3,793 | ) | – | (7,903 | ) | ||||||||||
| Net Loss | $ | (16,254 | ) | $ | (63,791 | ) | $ | (23,754 | ) | $ | (113,910 | ) | ||||
| Net Loss per share - basic and diluted | $ | (0.0010 | ) | $ | (0.0100 | ) | $ | (0.0015 | ) | $ | (0.0200 | ) | ||||
| Weighted average common shares outstanding - basic and diluted | 8,985,331 | 4,990,000 | 16,020,978 | 4,990,000 | ||||||||||||
The accompanying notes are an integral part of these unaudited financial statements
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SIBANNAC, INC.
STATEMENT OF CASH FLOWS
(Unaudited)
| For the six months ended | ||||||||
| February 28, | ||||||||
| 2015 | 2014 | |||||||
| Operating Activities | ||||||||
| Net loss | $ | (23,754 | ) | $ | (113,910 | ) | ||
| Adjustments to reconcile net loss to net cash used in operations: | ||||||||
| Depreciation | – | 7,282 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts Receivable | – | 8,628 | ||||||
| Inventory | – | 45,700 | ||||||
| Accounts Payable and accrued expenses | (65,588 | ) | 81,995 | |||||
| Accrued payroll and payroll taxes | – | 470 | ||||||
| Accrued Interest | – | (8,756 | ) | |||||
| Other Payable | (63,000 | ) | – | |||||
| Customer Deposits | – | (1,069 | ) | |||||
| Net Cash (used in)/provided by operating activities | (152,342 | ) | 20,340 | |||||
| Investing Activities | ||||||||
| Acquisition of equipment | – | (2,283 | ) | |||||
| Net cash used in investing activities | – | (2,283 | ) | |||||
| Financing Activities | ||||||||
| Loans receivable | (20,000 | ) | – | |||||
| Proceeds (payments) on officer loans | – | (14,525 | ) | |||||
| Proceeds (payments) on related party debt | – | (278 | ) | |||||
| Proceed on sale of equity securities | 317,000 | – | ||||||
| Net Cash provided by financing activities | 297,000 | (14,803 | ) | |||||
| Net Increase (Decrease) in cash | 144,658 | 3,254 | ||||||
| Cash, beginning of period | 63,000 | 3,254 | ||||||
| Cash, end of period | $ | 207,658 | $ | 6,796 | ||||
| Supplemental disclosures of cash flow information | ||||||||
| Cash paid for | ||||||||
| Interest | $ | – | $ | – | ||||
| Income taxes | $ | – | $ | – | ||||
The accompanying notes are an integral part of these unaudited financial statements
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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.
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, 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.
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 and six month periods ended February 28, 2015 are not necessarily indicative of results for the entire year ending August 31, 2015.
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 February 28, 2015 and August 31, 2014 there were deposit balances in a United States bank of $57,658 and $0 respectively. In addition, the Company maintains cash balance in trust accounts managed by the Company’s attorney totaling $150,000 and $63,000 in February 28, 2015 and August 31, 2014, respectively.
Loan Receivable - The Company extended a short term loan of $20,000 to a company that is currently holding multiple assets for which the Company is currently in the process of finalizing a purchase agreement. This loan does not pay interest and is expected to be retired upon the completion of the asset purchase which has not occurred as of this filing.
Interest expense - The Company had various payables outstanding in the periods including February 28, 2014 to companies that are related by common ownership and were payable on demand and have no terms of repayment or maturity date and accrued interest at 5% per annum resulting in $7,903 of interest expense being recognized in February 28, 2014.
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NOTE 3– GOING CONCERN
As shown in the financial statements, during the six months ended February 28, 2015 the Company did not earn any revenue and incurred a net loss of $23,754. As of February 28, 2015, the Company has an accumulated deficit of $891,940. 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
During the six months ended February 28, 2015 the Company sold shares of its common stock to the 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 parties | 11-25-14 | 4,429,600 | $ | 291,000 | (2) | |||||||
| (1) | Payment was received in August 2014. |
| (2) | Payments were received between September 2014 and February 2015. |
NOTE 5 – SUBSEQUENT EVENT
Subsequent to period end, the Company extended an additional $20,000 non-interest bearing loan to an unrelated third party. The Company expects this loan to be retired upon the completion of a proposed asset purchase currently being negotiated.
In addition, subsequent to period end, the Company raised an additional $100,000 of cash through the issuance of 500,000 shares of its common stock.
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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 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.
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.
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.
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Initially the Company plans to provide the following to licensed dispensaries and growers:
| · | 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 April 8, 2015 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 and six months ended February 28, 2015 and its financial condition as of February 28, 2015 with any prior period would not be meaningful.
Liquidity and Capital Resources
During the three and six months ended February 28, 2015 the Company received $317,000 from the sale of its common stock.
During the twelve months ending March 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.
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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, 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 February 28, 2015, that materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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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. | |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Schema Document | |
| 101.CAL | XBRL Calculation Linkbase Document | |
| 101.DEF | XBRL Definition Linkbase Document | |
| 101.LAB | XBRL Labels Linkbase Document | |
| 101.PRE | XBRL Presentation Linkbase Document |
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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.
| SIBANNAC, INC. | ||
| Date: April 8, 2015 | By: | /s/ Daniel Allen |
| Daniel Allen, President, Principal Executive Officer | ||
| Date: April 8, 2015 | By: | /s/ Paul Dickman |
| Paul Dickman, Principal Financial and Accounting Officer | ||
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