The accompanying
notes are an integral part of these unaudited financial statements
The accompanying
notes are an integral part of these unaudited financial statements
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 owned by related parties 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 quarter ended May 31, 2016 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 May 31, 2016 and August
31, 2015 there were deposit balances in a United States bank of $15,904 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 May 31, 2016 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 May 31, 2016 and
August 31, 2015, the Company had accounts receivable of $90,816 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. at historical cost. As the Company is in the online media business we expect that
in most periods the company will invest capital in continuing to develop these assets. The total value of these assets as of May
31, 2016 increased to $101,758 from $40,053 on August 31, 2015. These balances are amortized over their estimated useful lives
which the Company has determined ranges from three to seven years. Amortization from August 31, 2015 to May 31, 2016 was $4,146.
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., a related party, 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.
Short term secured
note payable
– To meet short term operating capital needs the Company borrowed $50,000 from one of its board members
on a short term basis guaranteed by the Companies accounts receivable. The interest charge in total is $5,000 for the term of the
loan of which $3,250 was recognized as accrued interest in the current period and added to the loan balance. As of May 31, 2016
the Company had repaid $47,000 and currently owes $6,250 to fully repay the note and interest.
Note payable
– sandbox, net
– To meet short term operating capital needs the Company borrowed approximately $28,000 from
an unrelated third party organization guaranteed by the Companies accounts receivable in May of 2016 for a flat fee of 3% of the
amount borrowed. The net balance on this note to be repaid over the next 60 days as the receivables are collected is $16,250 at
May 31, 2016.
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 May 31,
2016 additional accrued interest of $16,669 was accrued resulting in total debt balance of $270,864.
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 May 31, 2016 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 was required.
Prior to the quasi-reorganization 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 August 31, 2015, fiscal year. The Company followed the guidance of FASB ASC 852-20 Quasi-reorganization
in accounting for this transaction.
Revenue
Recognition
- Revenue is generated from the sale of the company advertising space on the network of websites it owns and
is recognized on an accrual basis as earned and collection is reasonably assured.
General &
Administrative Expenses
–
General and administrative expense are comprised of all expenses not linked to the production
or advertising of the Company’s services.
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 May 31, 2016 and August 31, 2015.
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 nine months May 31, 2016 the Company incurred a net loss from operations of $141,205 and
during the quarter ended May 31, 2016 the Company incurred a loss from operation of $39,124. 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:
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
|
|
|
various
|
|
|
|
5,729,600
|
|
|
$
|
617,500
|
(2)
|
__________________
(1)
|
Payment was received in August 2014.
|
(2)
|
Payments were received between September 2014 and March 2015.
|
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 – 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 2016 unless utilized in earlier years.
NOTE 7 – 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.