Item
1. Financial Statements.
UNEEQO, INC.
CONSOLIDATED BALANCE
SHEETS
(UNAUDITED)
|
|
|
March 31,
|
|
|
June 30,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
31,399
|
|
|
$
|
100
|
|
|
Prepaid expenses
|
|
|
1,500
|
|
|
|
–
|
|
|
Total Current Assets
|
|
|
32,899
|
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
32,899
|
|
|
$
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
171,224
|
|
|
$
|
39,022
|
|
|
Accounts payable to related party
|
|
|
–
|
|
|
|
29,180
|
|
|
Note payable
|
|
|
206,900
|
|
|
|
110,000
|
|
|
Due to related party
|
|
|
42
|
|
|
|
–
|
|
|
Total Current Liabilities
|
|
|
378,166
|
|
|
|
178,202
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
378,166
|
|
|
|
178,202
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit
|
|
|
|
|
|
|
|
|
|
Common stock: 150,000,000 authorized; $0.001 par value 113,750,000
shares and 112,750,000 issued and outstanding, respectively
|
|
|
113,750
|
|
|
|
112,750
|
|
|
Additional paid in capital
|
|
|
217,616
|
|
|
|
146,301
|
|
|
Subscription receivable
|
|
|
(36,807
|
)
|
|
|
(36,807
|
)
|
|
Accumulated other comprehensive income
|
|
|
(410
|
)
|
|
|
–
|
|
|
Accumulated deficit
|
|
|
(639,416
|
)
|
|
|
(400,346
|
)
|
|
Total Stockholders' Deficit
|
|
|
(345,267
|
)
|
|
|
(178,102
|
)
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
$
|
32,899
|
|
|
$
|
100
|
|
The accompanying notes are an
integral part of these unaudited consolidated financial statements.
UNEEQO, INC.
CONSOLIDATED STATEMENTS
OF OPERATIONS
(UNAUDITED)
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
1,959
|
|
|
$
|
8,249
|
|
|
$
|
9,719
|
|
|
$
|
61,029
|
|
|
Professional fees
|
|
|
10,567
|
|
|
|
10,500
|
|
|
|
31,769
|
|
|
|
42,000
|
|
|
Research and development
|
|
|
56,639
|
|
|
|
–
|
|
|
|
186,162
|
|
|
|
–
|
|
|
Gain (loss) on settlement of accounts payable
|
|
|
–
|
|
|
|
(12,500
|
)
|
|
|
–
|
|
|
|
(12,500
|
)
|
|
Total Operating Expenses
|
|
|
69,165
|
|
|
|
6,249
|
|
|
|
227,650
|
|
|
|
90,529
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from operations
|
|
|
(69,165
|
)
|
|
|
(6,249
|
)
|
|
|
(227,650
|
)
|
|
|
(90,529
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(4,340
|
)
|
|
|
(1,758
|
)
|
|
|
(11,379
|
)
|
|
|
(3,747
|
)
|
|
Total other expense
|
|
|
(4,340
|
)
|
|
|
(1,758
|
)
|
|
|
(11,379
|
)
|
|
|
(3,747
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(73,505
|
)
|
|
$
|
(8,007
|
)
|
|
$
|
(239,029
|
)
|
|
$
|
(94,276
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
(1,118
|
)
|
|
|
–
|
|
|
|
(451
|
)
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Loss
|
|
$
|
(74,623
|
)
|
|
$
|
(8,007
|
)
|
|
$
|
(239,480
|
)
|
|
$
|
(94,276
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and dilutive loss per common share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
113,094,444
|
|
|
|
112,750,000
|
|
|
|
112,863,139
|
|
|
|
112,750,000
|
|
The accompanying notes are an
integral part of these unaudited consolidated financial statements.
UNEEQO, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
|
Nine Months Ended
|
|
|
|
|
March 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(239,029
|
)
|
|
$
|
(94,276
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
Gain in settlement of accounts payable
|
|
|
–
|
|
|
|
(12,500
|
)
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
(1,500
|
)
|
|
|
3,390
|
|
|
Accounts payable and accrued liabilities
|
|
|
132,202
|
|
|
|
33,218
|
|
|
Accounts payable related party
|
|
|
–
|
|
|
|
10,200
|
|
|
Due to related party
|
|
|
(6,823
|
)
|
|
|
–
|
|
|
Net cash used in operation activities
|
|
|
(115,150
|
)
|
|
|
(59,968
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Net Cash Used In Investing Activities
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Proceeds from note payable
|
|
|
96,900
|
|
|
|
85,000
|
|
|
Proceeds from sale of common stock
|
|
|
50,000
|
|
|
|
–
|
|
|
Net cash provided by financing activities
|
|
|
146,900
|
|
|
|
85,000
|
|
|
|
|
|
|
|
|
|
|
|
|
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
|
(451
|
)
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
31,299
|
|
|
|
25,032
|
|
|
Cash and cash equivalents, beginning of period
|
|
|
100
|
|
|
|
–
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
31,399
|
|
|
$
|
25,032
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
–
|
|
|
$
|
–
|
|
|
Cash paid for taxes
|
|
$
|
–
|
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash transactions:
|
|
|
|
|
|
|
|
|
|
Related party debt forgiven
|
|
$
|
22,315
|
|
|
$
|
–
|
|
The accompanying notes are an
integral part of these unaudited consolidated financial statements.
UNEEQO, INC.
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 1 – BASIS OF PRESENTATION
The accompanying consolidated
financial statements have been prepared by management, in accordance with generally accepted accounting principles in the United
States (“GAAP”), without audit by an independent registered public accounting firm. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.
NOTE 2 – GOING CONCERN
The accompanying unaudited
interim financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates
the realization of assets and the liquidation of liabilities in the normal course of business. As of March 31, 2017, the Company
has an accumulated deficit and has earned no revenues during the nine months ended March 31, 2017.
The ability of the Company to
obtain profitability is dependent upon, among other things, obtaining additional financing to continue operations, and development
of its business plan. In response to these problems, management intends to raise additional operating funds through equity and/or
debt offerings. However, there can be no assurance management will be successful in its endeavors.
There are no assurances that
the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or
(2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its
working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or
bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional
financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available
to the Company, it may be required to curtail or cease its operations.
These factors, among others,
raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
NOTE 3 – RELATED PARTY TRANSACTIONS
During
the nine months ended March 31, 2017, total expenses paid directly by our current CEO on behalf of the Company were $41. As
of March 31, 2017 and June 30, 2016, the amount owed to the CEO was $41 and $0, respectively. The amount is
unsecured, non-interest bearing, and due on demand.
As of March 31, 2017 and
June 30, 2016, our former President and CEO was owed $0 and $29,180, respectively, for consulting services provided to the
Company. On April 6, 2016, Matthew E. Killeen resigned from the Board and as the Company’s President, Chief Executive Officer,
Secretary and Treasurer, effective immediately. Mr. Killen had been serving as the President, Chief Executive Officer, Secretary
and Treasurer of the Company since June 18, 2014. During the nine months ended March 31, 2017, the Company repaid $6,824 and
$22,315 was forgiven. As a result, the Company recorded debt forgiven of $22,315 as additional paid in capital.
NOTE 4 – NOTES PAYABLE
The Company had the following notes payable
outstanding as of March 31, 2017 and June 30, 2016:
|
|
|
March 31,
|
|
|
June 30,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
Dated – November 14, 2014
|
|
$
|
15,000
|
|
|
$
|
15,000
|
|
|
Dated – September 1, 2015
|
|
|
15,000
|
|
|
|
15,000
|
|
|
Dated – November 10, 2015
|
|
|
15,000
|
|
|
|
15,000
|
|
|
Dated – March 2, 2016
|
|
|
30,000
|
|
|
|
30,000
|
|
|
Dated – March 30, 2016
|
|
|
25,000
|
|
|
|
25,000
|
|
|
Dated – May 20, 2016
|
|
|
10,000
|
|
|
|
10,000
|
|
|
Dated – July 18, 2016
|
|
|
6,900
|
|
|
|
–
|
|
|
Dated – September 8, 2016
|
|
|
65,000
|
|
|
|
–
|
|
|
Total notes payable
|
|
$
|
181,900
|
|
|
$
|
110,000
|
|
The Company recognized interest
expenses of $2,828 and $95 for the nine months ended March 31, 2017 and 2016.
On November 14,
2014, the Company entered into a promissory note in the amount of $15,000. The note is unsecured, due on May 14, 2015 and is
non interesting bearing. As of March 31, 2017, the note was past due and due on demand and the outstanding
principal balance was $15,000.
On September 1,
2015, the Company issued a promissory note in the principal amount of $15,000, bearing interest at the rate of 8% per annum
and maturing on the first anniversary of the date of issuance. The Company may prepay any or all of the outstanding principal
of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount
prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and
sale. As of March 31, 2017, the note was past due and currently in default, and the outstanding principal
balance was $15,000.
On November 10,
2015, the Company issued a promissory note in the principal amount of $15,000, bearing interest at the rate of 8% per annum
and maturing on the first anniversary of the date of issuance. The Company may prepay any or all of the outstanding principal
of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount
prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and
sale. The note is currently in default, and the outstanding principal
balance was $15,000.
On March 2, 2016, the Company
entered into a promissory note in the amount of $30,000. The note is unsecured, due on March 2, 2017 and bears interest at a rate
of 8% per annum. The Company may prepay any or all of the outstanding principal of the promissory note at any time without penalty
and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due
upon an event of default, including breach, default, bankruptcy and sale. The note is currently in default, and the outstanding principal balance was
$30,000.
On
March 30, 2016 the Company received $25,000. On April 6, 2016, the Company formalized the loan and entered into a promissory
note in the amount of $25,000. The note is unsecured, due on April 6, 2017 and bears interest at a rate of 8% per annum. As
of March 31, 2017 and June 30, 2016, the outstanding principal balance was $25,000 and $25,000, respectively. The note is
currently in default.
On
May 20, 2016, the Company entered into a promissory note in the amount of $10,000. The note is unsecured, due on May 20, 2017
and bears interest at a rate of 8% per annum. As of March 31, 2017 and June 30, 2016 the outstanding principal
balance was $10,000 and $10,000, respectively. The note is currently in default.
On July 18, 2016, the Company
entered into a promissory note in the amount of $6,900. The note is unsecured, due on July 18, 2017 and bears interest at a rate
of 8% per annum. As of March 31, 2017, the outstanding principal balance was $6,900. The note is currently in default.
On September 8, 2016, the Company
entered into a promissory note in the amount of $65,000. The note is unsecured, due on September 8, 2017 and bears interest at
a rate of 8% per annum. As of March 31, 2017, the outstanding principal balance was $65,000. The note is currently in default.
NOTE 5 – GAIN ON SETTLEMENT OF
ACCOUNTS PAYABLE
During the nine months ended March 31,
2017 a professional forgave fees of $12,500.
NOTE 6 – SUBSEQUENT EVENTS
As of March 31, 2017 and June 30, 2016,
our President and CEO was owed $37,980 and $27,780, respectively, for consulting services provided to the Company. On April 6,
2016, Matthew E. Killeen resigned from the Board and as the Company’s President, Chief Executive Officer, Secretary and
Treasurer, effective immediately. Mr. Killen had been serving as the President, Chief Executive Officer, Secretary and Treasurer
of the Company since June 18, 2014. The Company agreed to pay Mr. Killeen $16,365 in settlement of all amounts owed to him. As
of May 18, 2016 the Company has paid him $8,500.
On May 20, 2016, the Company entered into
a promissory note in the amount of $10,000. The note is unsecured, due on May 20, 2017 and bears interest at a rate of 8% per annum.
Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations.
Forward Looking Statements
This section of this report includes a
number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking
statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements,
which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results or our predictions.
Plan of Operations
We are a “blank check” company
currently in the process of seeking to acquire a target company or business seeking the perceived advantages of being a publicly
held corporation. Our principal business objective for the next twelve (12) months and beyond such time will be to achieve long-term
growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential
candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
We do not currently engage in any business
activities that provide cash flow and the Company does not intend to engage in any types of business activities that may provide
cash flow for investigating and analyzing business combinations.
During the next twelve (12) months we anticipate
incurring costs related to:
|
|
(i)
|
filing of Exchange Act reports, and
|
|
|
|
|
|
|
(ii)
|
consummating an acquisition.
|
At this time, we are solely reliant on
funding for cash flow and as such, have enough subscription receivable to maintain current operations until the end of the second
quarter of fiscal year 2016, at which point in time the Company would need to obtain new funding agreements.
We are in the development stage and have
negative working capital, negative stockholders’ equity and have not earned any revenues from operations to date. These conditions
raise substantial doubt about our ability to continue as a going concern. The Company has not commenced our efforts to locate a
merger candidate and will not do so until it clears all comments with the SEC and FINRA. Our ability to continue as a going concern
is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and
ultimately, achieve profitable operations.
We may consider a business which has recently
commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking
to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties
and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with,
a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares,
while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public
offering.
Our sole officer and director has not had
any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any
target business that is selected may be a financially unstable company or an entity in its early stages of development or growth,
including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent
in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we
may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management
will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain
or assess all significant risks.
We anticipate that the selection of a business
combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made
in some industries and shortages of available capital, our management believes that there are numerous firms seeking companies
with no capital and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a
publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing
may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive
stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures
and the like through the issuance of stock. Potentially available business combinations may occur in many different industries
and at various stages of development, all of which will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.
Results of Operations
Nine Months Ended March 31, 2017 compared
to March 31, 2016
Revenues
We did not have any revenues for the nine
months ended March 31, 2017 and 2016, respectively.
Consulting Expenses
We recognized consulting expenses in the
amount of $10,500 and $nil for the nine months ended March 31, 2017 and 2016, respectively. The increase was a result of amounts
owed to our executive officer for services provided to the Company.
General and Administrative Expenses
We recognized general and administrative
expenses in the amount of $8,249 and $31,138 for the nine months ended March 31, 2017 and 2016, respectively. The decrease is
a result of reduced professional fees.
Gain on Settlement of Accounts Payable
During the nine months end March 31, 2017
a professional forgave fees of $12,500.
Net Loss
We incurred a net loss of $8,007 for the
nine months ended March 31, 2017, as compared to $43,866 for the comparable period of 2016. The decrease in the net loss was primarily
the result of the operations of WeedWeb, mainly employee cost in 2016.
Liquidity and Capital Resources
As of March 31, 2017, we had $25,032 of
cash on hand. We intend to rely upon the remaining balance of our subscription receivable, to fund administrative expenses pending
acquisition of an operating company.
The Company has sustained operating losses
and cash used in operating activities since inception, and as of March 31, 2017, the Company has a working capital deficit of $151,066.
These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation
is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional
financing from its shareholders or other sources, as may be required.
Management is working to begin principal
revenue generating operations; however, it may not be able to do so within the next fiscal year. Management is also seeking to
raise additional working capital through various financing sources, including the sale of the Company’s equity securities,
which may not be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms,
we may be unable to continue our exploration stage business as desired and operating results will be adversely affected. In addition,
any financing arrangement may have potentially adverse effects on us or our stockholders.
Debt financing (if available and undertaken)
will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility.
If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders will be reduced
and the new equity securities may have rights, preferences or privileges senior to those of the holders of our common stock.
On September 1, 2014, we entered into a
Funding Agreement with Craigstone Ltd. (“Craigstone”), pursuant to which Craigstone agreed to purchase an aggregate
of 2,500,000 shares of our common stock for $0.10 per share, for a total purchase price of $250,000, and a warrant to acquire 500,000
shares of our common stock for $0.20 per share. To date, the Company has received an aggregate of $213,193 under this agreement
with Craigstone, of which $45,000 was provided in 2014 in the form of an advance payable on demand and recorded a stock subscription
receivable of $36,807.
On September 8, 2014, we entered into a
Funding Agreement with Gotama Capital, S.A. (“Gotama”) pursuant to which Gotama purchased an aggregate of 250,000 shares
of our common stock for $0.10 per share, for a total purchase price of $25,000.
On November 14, 2014, the Company entered
into a promissory note in the amount of $15,000. The note is unsecured, due on May 14, 2015 and is non interesting bearing. As
of March 31, 2017, the note was past due and is due on demand and the outstanding principal balance was $15,000.
On September 1, 2015, the Company issued
a promissory note to Craigstone in the principal amount of $15,000, bearing interest at the rate of 8% per annum and maturing
on the first anniversary of the date of issuance. The Company may prepay any or all of the outstanding principal of the promissory
note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory
note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of March 31, 2017,
the outstanding principal balance was $15,000.
On November 10, 2015, the Company issued
a promissory note to Craigstone in the principal amount of $15,000, bearing interest at the rate of 8% per annum and maturing on
the first anniversary of the date of issuance. The Company may prepay any or all of the outstanding principal of the promissory
note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory
note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of March 31, 2017,
the outstanding principal balance was $15,000.
On March 2, 2016, the Company issued a
promissory note to Craigstone in the amount of $30,000. The note is unsecured, due on March 2, 2017 and bears interest at a rate
of 8% per annum. The Company may prepay any or all of the outstanding principal of the promissory note at any time without penalty
and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due
upon an event of default, including breach, default, bankruptcy and sale. As of March 31, 2017, the outstanding principal balance
was $30,000.
On March 30, 2016, the Company received
$25,000 from Craigstone. On April 6, 2016, the Company formalized the loan and issued a promissory note to Craigstone in the amount
of $25,000. The note is unsecured, due on April 6, 2017 and bears interest at a rate of 8% per annum. As of March 31, 2017, the
outstanding principal balance was $25,000.
We will require additional capital to finance
the growth of the Company’s current and expected future operations, as well as to achieve its strategic objectives. Management
believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity
for us to continue as a going concern.
Management anticipates seeking out a target
company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions
to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more internet sites
and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage
in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and
its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in
which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash
or a portion of the stock in the Company retained by management and its affiliates, or both.
The Company may enter into agreements
with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale
of its securities with such other consultants.
|
|
|
For the Nine Months
Ended
December 31,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
Net cash used in operating activities
|
|
$
|
(56,968
|
)
|
|
$
|
(235,814
|
)
|
|
Net cash used in investing activities
|
|
$
|
–
|
|
|
$
|
(1,828
|
)
|
|
Net cash provided by financing activities
|
|
$
|
85,000
|
|
|
$
|
220,000
|
|
Net cash used in operations was $56,968
for the nine months ended March 31, 2017 compared to $235,814 for the nine months ended March 31, 2017. This decrease was primarily
attributable to operations of WeedWeb.
Net cash used in investing activities was
$0 and $1,828 for the nine months ended March 31, 2017 and 2015, respectively. This decrease was primarily attributable to the
no purchase of fixed assets.
New cash flows provided by financing activities
for the nine months ended March 31, 2017 were $85,000, compared to $220,000 for the nine months ended March 31, 2017. This decrease
was primarily attributable to the sale of common stock, from our two funding agreements in 2014.
Off Balance Sheet Arrangements
We have no off balance sheet arrangements.
Going Concern
We anticipate that additional funding will
be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any
assurance that we will be able to raise sufficient funding from the sale of our common stock or through loans from our directors
to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.
Recent Accounting Pronouncements
Recent accounting pronouncements issued
by FASB (including the Emerging Issues Task Force), the AICPA and the SEC, did not or are not believed by the Company management,
to have a material impact on the Company’s present or future financial statements.
In June 2014, the FASB issued ASU 2014-10,
“Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from
the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other
reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1)
present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial
statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the
entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior
years it had been in the development stage. The amendments in this update are applied retrospectively. The Company elected early
adoption of ASU 2014-10. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from
the Company. The company elected early adoption of ASU 2014-10.
No other accounting pronouncements issued
by FASB (including the Emerging Issues Task Force), the AICPA and the SEC, did not or are not believed by the Company management,
to have a material impact on the Company’s present or future financial statements.