Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - Sibannac, Inc. | Financial_Report.xls |
| EX-32 - NAPRODIS 10Q, CERTIFICATION 906, CEO/CFO - Sibannac, Inc. | naprodisexh32.htm |
| EX-31.1 - NAPRODIS 10Q, CERTIFICATION 302, CEO - Sibannac, Inc. | naprodisexh31_1.htm |
| EX-31.2 - NAPRODIS 10Q, CERTIFICATION 302, CFO - Sibannac, Inc. | naprodisexh31_2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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x
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934
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For the quarterly period ended November 30, 2012
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _____________ to _______________
Commission File Number: 333-122009
NAPRODIS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Nevada
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33-0903494
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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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
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N/A
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Former name, former address, and former fiscal year, if changed since last report
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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 o No x
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.
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Larger accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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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 May 23, 2013.
NAPRODIS, INC.
FINANCIAL STATEMENTS
For the three months ended
November 30, 2012
FINANCIAL STATEMENTS
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Page
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NAPRODIS, INC.
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||||||||
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BALANCE SHEETS
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||||||||
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November 30,
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August 31,
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|||||||
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2012
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2012
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|||||||
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ASSETS
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(Unaudited)
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|||||||
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Current assets
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||||||||
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Cash
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$ | 13,237 | $ | 648 | ||||
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Accounts receivable
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12,177 | 11,396 | ||||||
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Inventories, net
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124,769 | 118,083 | ||||||
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Total current assets
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150,183 | 130,127 | ||||||
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Property and equipment, net
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37,088 | 40,523 | ||||||
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Other assets
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10,159 | 10,159 | ||||||
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TOTAL ASSETS
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$ | 197,430 | $ | 180,809 | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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||||||||
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Current liabilities
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||||||||
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Accounts payable and accrued expenses
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$ | 123,995 | $ | 98,021 | ||||
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Accrued payroll and payroll taxes
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1,092 | 1,484 | ||||||
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Accrued interest
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37,927 | 33,795 | ||||||
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Payables to related party
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124,523 | 124,523 | ||||||
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Officer loans
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205,505 | 206,542 | ||||||
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Total liabilities
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493,042 | 464,365 | ||||||
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Stockholders' deficit
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||||||||
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Preferred stock, $0.001 par value,
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||||||||
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10,000,000 shares authorized, 0 share issued
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- | - | ||||||
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Common stock, $0.001 par value,
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||||||||
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60,000,000 shares authorized;
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4,990,000 issued and outstanding at
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November 30, 2012 and August 31, 2012
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4,990 | 4,990 | ||||||
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Additional paid-in capital
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131,260 | 131,260 | ||||||
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Accumulated deficit
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(431,862 | ) | (419,806 | ) | ||||
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Total stockholders’ deficit
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(295,612 | ) | (283,556 | ) | ||||
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TOTAL LIABILITIES AND
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||||||||
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STOCKHOLDERS' DEFICIT
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$ | 197,430 | $ | 180,809 | ||||
The accompanying notes are an integral part of these financial statements
NAPRODIS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
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For the three months ended
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||||||||
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November 30,
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||||||||
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2012
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2011
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Revenue
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$ | 70,574 | $ | 190,669 | ||||
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Cost of sales, (exclusive of depreciation, included in
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||||||||
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general & administrative expenses)
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12,331 | 25,330 | ||||||
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Gross profit
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58,243 | 165,339 | ||||||
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Selling, general and administrative expenses
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Selling expenses
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1,938 | 4,220 | ||||||
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Occupancy costs
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33,306 | 32,372 | ||||||
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Salaries and wages
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2,088 | 73,033 | ||||||
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Other general and administrative expenses
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28,045 | 62,954 | ||||||
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Total selling, general and administrative expenses
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65,377 | 172,579 | ||||||
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Net loss before other income and expenses
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(7,134 | ) | (7,240 | ) | ||||
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Interest expense
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4,922 | 2,604 | ||||||
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Net loss
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$ | (12,056 | ) | $ | (9,844 | ) | ||
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Loss per share - basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | ||
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Weighted average common shares outstanding - basic and diluted
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4,990,000 | 4,150,000 | ||||||
The accompanying notes are an integral part of these financial statements
NAPRODIS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
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For the three months ended
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||||||||
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November 30,
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||||||||
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2012
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2011
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Operating Activities
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Net loss
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$ | (12,056 | ) | $ | (9,844 | ) | ||
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Adjustments to reconcile net loss to net cash provided by operations:
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Depreciation expense
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3,435 | 3,401 | ||||||
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Changes in operating assets and liabilities:
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Accounts receivable
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(781 | ) | (5,806 | ) | ||||
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Inventories
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(6,686 | ) | 2,622 | |||||
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Prepaid expenses
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- | (6,500 | ) | |||||
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Accounts payable and accrued expenses
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25,974 | 3,005 | ||||||
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Accrued payroll and payroll taxes
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(392 | ) | (13,909 | ) | ||||
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Bank overdraft
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- | 8,044 | ||||||
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Accrued interest
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4,132 | 2,604 | ||||||
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Customer deposits
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- | (2,104 | ) | |||||
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Net cash provided by (used in) operating activities
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13,626 | (18,487 | ) | |||||
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Financing Activities
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||||||||
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Repayment on officer loans
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(1,037 | ) | 4,254 | |||||
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Net cash used in financing activities
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(1,037 | ) | 4,254 | |||||
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Net increase (decrease) in cash
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12,589 | (14,233 | ) | |||||
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Cash, beginning of period
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648 | 15,726 | ||||||
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Cash, end of period
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$ | 13,237 | $ | 1,493 | ||||
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Supplemental disclosures of cash flow information
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||||||||
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Cash paid for
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||||||||
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Interest
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$ | - | $ | - | ||||
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Income taxes
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$ | - | $ | - | ||||
The accompanying notes are an integral part of these financial statements
NAPRODIS, INC.
NOTES TO FINANCIAL STATEMTNS
For the three months ended
November 30, 2012
NOTE 1- BASIS OF PRESENTATION AND NATURE OF BUSINESS
Nature of Business
Naprodis, Inc. (the “Company”) was incorporated in the state of 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 accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”).
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 November 30, 2012 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, 2012 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 month period ended November 30, 2012 are not necessarily indicative of results for the entire year ending August 31, 2013.
Summary of Significant Accounting Policies
Cash and Cash Equivalents
For purposes of the statements of cash flows, cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations. As of November 30, 2012 and August 31, 2012, there were no cash and cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could materially differ from those estimates. Significant estimates made by management are, among others, realizability of long-lived assets and deferred taxes.
Recognition of Revenue The Company's revenue recognition policies are in compliance with ASC 605-13 (Staff accounting bulletin (SAB) 104). Sales revenue is recognized at the date of completion of services to customers when a formal arrangement exists, the price is fixed or determinable, the delivery of services is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Revenue from wholesale customers is recognized at the time title passes and risk of loss is transferred to the customer, i.e. FOB “freight on board”. Discounts are based on trade terms. E-commerce revenue is recognized upon receipt of payment and shipment to the customer. The Company does not grant price adjustments after a sale is complete. The Company warrants its products sold on the internet with a right of exchange. Returns of unused merchandise are pre-authorized. Sales are presented net of discounts and allowances. The Company accounts for sales taxes by excluding such taxes from revenue and cost of revenue.
Components of Revenue:
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2012
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2011 | ||||||
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Service
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19.2 | % | 26.3 | % | ||||
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Personal Care
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80.8 | % | 65.8 | % | ||||
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Other
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0.0 | % | 7.9 | % | ||||
Shipping and Handling Costs
Shipping and handling charges billed to customers are included in general revenue. Costs associated with shipping goods to customers that are not billed are reflected as selling costs.
Cost of Goods Sold
Cost of Goods Sold includes the expenses incurred to acquire and produce inventory for sale, including product costs, freight in and import costs, as well as changes in reserves for inventory shrinkage and obsolescence.
Inventories
Inventory is recorded as lower of cost (first in, first out) or market. When required, a provision is made to reduce excess and obsolete inventory to estimated net value. Inventory at November 30, 2012 and August 31, 2012 consisted of raw materials, work in process, and finished goods as follows:
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November 30,
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August 31, | ||||||
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2012 |
2012
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Raw materials
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$ | 133,891 | $ | 123,811 | ||||
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Work in process
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326 | 326 | ||||||
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Finished goods
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512 | 3,906 | ||||||
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Provision for price adjustments
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(9,960 | ) | (9,960 | ) | ||||
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Total inventory
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$ | 124,769 | $ | 118,083 | ||||
Deposits
Deposits represent amounts paid under the Company’s office and laboratory space lease.
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November 30,
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August 31,
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|||||||
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2012
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2012 | |||||||
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| $ | 10,159 | $ | 10,159 | |||||
Concentration of Credit Risk: Credit risk arises from the potential that a counterpart will fail to perform its obligations. The Company is exposed to credit risk related to its accounts receivable and manufacturing risk related to source of raw materials.
Cash and cash equivalents: The Company maintains its cash deposits in one bank account, which at times may exceed federally insured limits.
Revenues and Accounts Receivable: It is management’s opinion that the Company is not exposed to significant credit risk associated with the balance of its accounts receivable as of November 30, 2012 and August 31, 2012, nor manufacturing risk related to its suppliers.
Product Purchases and Accounts Payable: The Company purchased approximately 10% and 42% in 2012 and 2011, respectively, of its products from two companies that are related parties. (See Note 6)
Accounts Receivable
Accounts receivable are presented at net realizable value consisting of the carrying amount, less an allowance for uncollectible accounts as needed. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and uses the allowance method to account for uncollectable accounts receivable balances. Under the allowance method, if needed, an estimate of uncollectable customer balances is made based upon specific account balances that are considered uncollectable. Factors used to establish an allowance include the age of the balance, credit quality, payment history, current credit-worthiness of the customer and current economic trends. There is no allowance for doubtful accounts recorded as of November 30, 2012 and August 31, 2012 as the balance of the Company’s receivables was considered collectable based on analysis of individual accounts.
Property and Equipment
Equipment is stated at cost less accumulated depreciation and depreciated using straight line methods over the estimated useful lives of the related assets ranging from 5 to 10 years.
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Equipment:
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5 and 7 years (pallet racks 10 years) | |
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Furniture and Fixtures
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7 years
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Autos, trucks, buses
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5 years
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Assets costing more than $500 are capitalized.
Maintenance and repairs are expensed currently. The cost of normal maintenance and repairs is charged to operations as incurred. Major overhaul that extends the useful life of existing assets is capitalized. When equipment is retired or disposed, the costs and related accumulated depreciation are eliminated and the resulting profit or loss is recognized in income. Expenditures for maintenance and repairs are charged to operations as incurred; additions, renewals and betterments are capitalized.
Impairment of Long-lived Assets
The Company adopted FASB ASC Topic 360: Property Plant and Equipment, sub topic 360-10-35-15: Impairment or Disposal of Long Lived Assets (SFAS 142 and 144). ASC 360-10-35-15 requires recognition of impairment losses on long-lived assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. No impairment has been applied to the company’s long lived assets.
Loss Per Share
The Company computes net earnings (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 earnings (loss) per common share is computed by dividing the net earnings (loss) available to common stock outstanding during the period. Net earnings (loss) per share on a diluted basis is computed by dividing the net earnings (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 November 30, 2012 and 2011.
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. FASB 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.
All of the Company’s financial instruments are recorded at fair value due their term of maturity.
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 of 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 November 30, 2012 the Company had federal and state net operating loss carryforwards of approximately $441,000 that can be used to offset future taxable income. The carryforwards will begin to expire in 2014 unless utilized in earlier years.
Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.
NOTE 2 – GOING CONCERN
As shown in the financial statements, the Company incurred a net loss of $12,056 and $9,844 during the three months ended November 30, 2012 and 2011, respectively. The Company has accumulated a deficit of $431,862 and $419,806 as of November 30, 2012 and August 31, 2012, respectively. These factors create an uncertainty regarding the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 – PROPERTY AND EQUIPMENT
A summary as of November 30, 2012 and August 31, 2012 is as follows:
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November 30,
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August 31,
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|||||||
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2012
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2012 | |||||||
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Machinery and Equipment
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$ | 48,152 | $ | 48,152 | ||||
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Automobile
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28,800 | 28,800 | ||||||
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Furniture and Fixtures
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10,819 | 10,819 | ||||||
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87,771 | 87,771 | ||||||
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Less: accumulated depreciation
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(50,683 | ) | (47,248 | ) | ||||
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Property and equipment, net
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$ | 37,088 | $ | 40,523 | ||||
NOTE 4 – OPERATING LEASES
The Company leased office and warehouse space under a lease that expired January 31, 2010. On February 1, 2011 the Company moved to new premises under a five year lease. The future minimum payments for lease and common area costs are as follows, for the fiscal years ending August 31,
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2013
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135,235 | |||
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2014
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158,740 | |||
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2015
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58,425 | |||
| $ | 352,400 |
NOTE 5 – RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the financial statements.
Effective January 2013, we adopted FASB ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on the financial statements.
Not Adopted
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our financial statements.
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
NOTE 6 – PAYABLES TO RELATED PARTIES
The following payables to companies that are related by common ownership are payable on demand, have no terms of repayment or maturity date and accrue interest at 5% per annum:
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November 30,
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August 31,
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|||||||
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2012
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2012 | |||||||
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Solde Naprodis Inc.
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$ | 4,418 | $ | 4,418 | ||||
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Phybiosis Inc.
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120,105 | 120,105 | ||||||
| $ | 124,523 | $ | 124,523 | |||||
NOTE 7 – OFFICER LOANS
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.
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November 30,
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August 31,
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|||||||
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2012
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2012 | |||||||
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Paul Petit
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$ | 101,987 | $ | 101,987 | ||||
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Alain Petit
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16,101 | 16,101 | ||||||
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Kelley Thompson
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67,258 | 67,258 | ||||||
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Jean-Phillipe Petit
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6,200 | 7,237 | ||||||
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Antoine Lagomarsino
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6,459 | 6,459 | ||||||
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Guillaume Petit
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7,500 | 7,500 | ||||||
| $ | 205,505 | $ | 206,542 | |||||
NOTE 8 – LOSS CONTINGENCIES, LEGAL PROCEEDINGS
There were no loss contingencies or legal proceedings against the Company with respect to matters arising in the ordinary course of business. Neither the Company nor any of its officers or directors is involved in any other litigation either as plaintiffs or defendants, and have no knowledge of any threatened or pending litigation against them or any of the officers or directors.
NOTE 9 – SEGMENTED INFORMATION
Although the Company sells more than 400 products, only the Company’s skin care product line accounted for more than 10% of the Company’s revenue for the three months ended November 30, 2012 and 2011. The following presents certain information concerning the Company’s skin care product segment:
For the three months ended November 30, 2012
|
Skin Care
|
All Other Segments
|
Total
|
||||||||||
|
Revenue
|
$ | 57,038 | $ | 13,536 | $ | 70,574 | ||||||
|
Interest Revenue
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0 | 0 | 0 | |||||||||
|
Interest Expense
|
5,383 | 1,278 | 6,661 | |||||||||
|
Depreciation and Amortization
|
2,776 | 659 | 3,435 | |||||||||
|
Segment profit (loss)
|
42,659 | 10,123 | 52,782 | |||||||||
|
Segment assets (1)
|
104,404 | 24,777 | 129,181 | |||||||||
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Expenditures for segment assets (1)
|
14,409 | 3,394 | 17,803 | |||||||||
For the three months ended November 30, 2011
|
Skin Care
|
All Other Segments
|
Total
|
||||||||||
|
Revenue
|
$ | 171,602 | $ | 19,067 | $ | 190,669 | ||||||
|
Interest Revenue
|
0 | 0 | 0 | |||||||||
|
Interest Expense
|
0 | 2,577 | 2,577 | |||||||||
|
Depreciation and Amortization
|
0 | 3,402 | 3,402 | |||||||||
|
Segment profit (loss)
|
24,555 | 2,729 | 27,284 | |||||||||
|
Segment assets (1)
|
2,576 | 126,213 | 128,789 | |||||||||
|
Expenditures for segment assets
|
5,826 | 779 | 6,605 | |||||||||
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(1)
|
Inventory is the only asset that can be segmented since the remaining assets of the Company are used for all of the Company’s activities.
|
All other segments are:
|
●
|
Body Care
|
|
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●
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Hair Care
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|
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●
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Dietary Supplements
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|
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●
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Raw Materials which include:
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|
*
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Essential Oils
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|
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*
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Hydrolates
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|
|
*
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Clays
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|
|
*
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Celtic Sea Salt
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|
|
*
|
Fatty Vegetal Oils
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|
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*
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Sea Algae
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NOTE 10 – CAPITAL STOCK
At November 30, 2012, the Company has 10,000,000 shares of preferred stock and 60,000,000 shares of common stock authorized and 4,990,000 shares of common stock issued and outstanding at par value of $.001 per share.
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 months ended November 30, 2012, as compared to the same period last year, are discussed below.
|
Increase (I)
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||||
|
Item
|
or Decrease (D)
|
Reason
|
||
|
Revenues
|
D
|
(1)
|
||
|
Cost of Sales
|
D
|
(1)
|
||
|
Salaries and wages
|
D
|
(1)
|
||
|
Other general and
|
||||
|
administrative expenses
|
D
|
(1)
|
|
(1)
|
Loss of major customer.
|
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:
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●
|
Investigation of the in vitro activity of new natural extracts,
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|
|
●
|
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 November 30, 2012, 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 November 30, 2012, 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.
| NAPRODIS, INC. | |||
|
Date: May 24, 2013
|
By:
|
/s/ Paul Petit | |
| Paul Petit, President, Principal Executive, | |||
| Financial and Accounting Officer | |||
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