UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED MAY 31, 2014

OR  

[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to  

COMMISSION FILE NUMBER: 333-195097

HempAmericana, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
78 Reade Street, Suite 4FW New York City, NY		10007
(Address of principal executive offices)		(Zip Code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 3 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. [X]Yes [ ] No

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 (Section 232.405 of this chapter) during the preceding 3 months (or for such shorter period that the registrant was required to submit and post such files). [X ]Yes [ ] No

 

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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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		[  ]		Accelerated filer		[  ]
Non-accelerated filer		[ ] (Do not check if a smaller reporting company)		Smaller reporting company		[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[X ]Yes [  ] No

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of July 21, 2014: 80,500,000 shares of common stock.

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TABLE OF CONTENTS

HEMPAMERICANA, INC.

 INDEX

 PART I-FINANCIAL INFORMATION

 

ITEM 1		FINANCIAL STATEMENTS		4
Condensed Balance Sheets at May 31, 2014 (unaudited) and February 28, 2014				4
Condensed Statements of Operations for the Three Months ended May 31, 2014 (unaudited)				5
Condensed Statements of Cash Flows for the Three Months ended May 31, 2014 (unaudited)				6
Notes to Unaudited Financial Statements				7
ITEM 2		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		9
ITEM 3		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		10
ITEM 4		CONTROLS AND PROCEDURES		10
PART II-OTHER INFORMATION
ITEM 1		LEGAL PROCEEDINGS		10
ITEM 1A		RISK FACTORS
ITEM 2		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		10
ITEM 3		DEFAULTS UPON SENIOR SECURITIES		10
ITEM 4		REMOVED AND RESERVED		11
ITEM 5		OTHER INFORMATION		11
ITEM 6		EXHIBITS		11
SIGNATURES				11

 

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PART I-FINANCIAL INFORMATION

 

ITEM 1

FINANCIAL STATEMENTS

HEMPAMERICANA, INC.

 

CONDENSED BALANCE SHEETS

 

		As of May 31, 2014 (unaudited)				As of February 28, 2014
ASSETS
Current Assets
Cash		$	2,000			$	100
Total Current Assets		$	2,000			$	100
TOTAL ASSETS		$	2,000			$	100
LIABILITIES & STOCKHOLDER EQUITY (DEFICIT)
Current Liabilities
Accounts payable-Related party		$	480			$	480
Accounts payable			1,500				--
Total Current Liabilities			1,980				480
TOTAL LIABILITIES			1,980				480
Stockholder Equity (Deficit)
Preferred stock ($.001 par value, 20,000,000 shares authorized; none issued and outstanding)			—				—
Common stock ($.001 par value, 1,000,000,000 shares authorized, 80,500,000 shares issued and outstanding as of May 31, 2014 and and 40,000,000 as of February 28, 2014)			80,500				40,000
Additional paid-in capital			(37,000)				(40,000)
Retained Deficit			(43,480	)			(380)
Total Stockholders’ Equity (Deficit)			20				(380)
TOTAL LIABILITIES & STOCKHOLDER EQUITY (DEFICIT)		$	2,000			$	100

See Accompanying Notes to Unaudited Financial Statements

 

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 HEMPAMERICANA, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

			Three Months Ended May 31, 2014
General & Administrative Expenses			43,100
Total General & Administrative expenses		$	43,100
Net Loss		$	(43,100)
Basic and Diluted Loss Per Share		$	(0.00)
Weighted average number of common shares outstanding			55,847,826

See Accompanying Notes to Unaudited Financial Statements

 

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HEMPAMERICANA, INC..

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

		For the Three Months Ended May 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(43,100)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
Common stock issued to Founder for services rendered		40,500
Changes in current assets and liabilities:
Net cash provided by (used in) operating activities		(1,100)
CASH FLOWS FROM FINANCING ACTIVITIES
Contributions by owners		3,000
Net increase in cash		1,900
Cash at beginning		100
Cash at period end		$      2,000
NONCASH FINANCING AND INVESTING INFORMATION:
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	—
Income taxes paid	$	—

See Accompanying Notes to Unaudited Condensed Financial Statements

 

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HEMPAMERICANA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MAY 31, 2014

(UNAUDITED)

 

NOTE 1—ORGANIZATION AND DESCRIPTION OF BUSINESS AND Basis of presentation

HempAmericana, Inc. (the “Company”) is a growth company that plans to research, develop and sell products made of industrial hemp. In essence anything that can be made with plastic can be made with industrial hemp and HempAmericana plans to fill the growing need and demand for hemp based products within the United States. Currently, the Company is in its research stage. The Company was incorporated under the laws of the State of Delaware on February 10, 2014.

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the period from inception through February 28, 2014 and notes thereto and other pertinent information contained in our Form S-1 the Company has filed with the Securities and Exchange Commission (the “SEC”).

 

The results of operations for the three month period ended May 31, 2014 are not necessarily indicative of the results for the full fiscal year ending February 28, 2014.

 

In the quarter ended May 31, 2014, the Company elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage

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 2—GOING CONCERN

The accompanying financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company has no current revenue sources. The Company’s management plans to engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

NOTE 3—STOCKHOLDER EQUITY

On April 25, 2014, the Company issued 40,000,000 shares of restricted common stock to Elad Enterprise Corp. and 500,000,000 shares of restricted common stock to ETN Services, LLC, both valued at $ .001 for a total of $40,500.

 

NOTE 4 – RELATED-PARTY TRANSACTIONS

 

Accounts payable 

 

At May 31, 2014 and February 28, 2014 the company had a related-party payable in the amount of $480 to its sole officer and director.

Other

 

We neither rent nor own any properties. Until we pursue a viable business opportunity and recognize income, we will not seek office space. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

 

 

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ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

PLAN OF OPERATION

The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the “business combination”). In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.

The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.

 

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times hereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company’s securities may depress the market value of the Company’s securities in the future if such a market develops, of which there is no assurance.

The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company, which the target company shareholders would acquire in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company’s shareholders at such time.

LIQUIDITY

 

We have no known demands or commitments and are not aware of any events or uncertainties as of May 31, 2014 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

 

CAPITAL RESOURCES

 

We had no material commitments for capital expenditures as of May 31, 2014 and February 28, 2014.

 

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OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

CRITICAL ACCOUNTING POLICIES

 

We prepare our condensed financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed financial statements.

 

While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

 

ITEM 4

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of May 31, 2014. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were ineffective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

 

Material weaknesses noted were: lack of a functioning audit committee; lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives affecting authorization, recordkeeping, custody of assets, and reconciliations; and, management is dominated by a single individual/small group without adequate compensating controls.

 

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. 

 

Changes in Internal Controls over Financial Reporting

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter ended May 31, 2014, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II-OTHER INFORMATION

 

ITEM 1

LEGAL PROCEEDINGS

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

 

ITEM 1A

RISK FACTORS

As a “smaller reporting company” defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

 

ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On April 25, 2014 the Company issued 40,000,000 shares of restricted common stock to Elad Properties Enterprise Corp, and 500,000 shares of restricted common stock to ETN Services, LLC.

 

Regarding the 500,000 shares issued to ETN Services LLC, the shares were issued for services rendered for filing the Company’s (HempAmericana’s) S-1 Registration Statement. ETN Services did not pay any monies for the shares issued. The value of the shares is $500 based on the par value of $.001 per share of common stock. The related party of ETN Services LLC is Jeffrey DeNunzio. The shares of common stock that were issued to ETN Services LLC are restricted and not free trading. All provisions and restrictions that go along with holding restricted stock apply.

 

Regarding the 40,000,000 shares issued to Elad Properties Enterprise Corporation, they were issued for services rendered for developing the Company’s (HempAmericana’s) business plan. Elad Properties did not pay any monies for the shares issued. The value of shares is $40,000 based on the par value of $.001 per share of common stock. The related party of Elad Properties Enterprise Corporation is Shlomo Bleier. The shares of common stock that were issued to Elad Properties Enterprise Corp are restricted and not free trading. All provisions and restrictions that go along with holding restricted stock apply.

 

ITEM 3

DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4	MINE SAFETY DISCLOSURES

Not applicable.

 

ITEM 5

OTHER INFORMATION

None.

 

ITEM 6

EXHIBITS

 

(a)	Exhibits required by Item 601 of Regulation S-K.

 

Exhibit No.		Description
3.1		Certificate of Incorporation, as filed with the Delaware Secretary of State on February 10, 2014. (1)
3.2		By-laws. (1)
23.1		Consent of Independent Registered Public Accounting Firm (2)
31.1		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the quarter ended May 31, 2014. (2)
32.1		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
101.INS		XBRL Instance Document (3)
101.SCH		XBRL Taxonomy Extension Schema (3)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase (3)
101.DEF		XBRL Taxonomy Extension Definition Linkbase (3)
101.LAB		XBRL Taxonomy Extension Label Linkbase (3)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase (3)

 ____________________

(1)	Filed as an exhibit to the Company's Registration Statement on Form S-1, as filed with the SEC on April 7, 2014, and incorporated herein by this reference.
(2)	Filed herewith.
(3)	Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

  

 

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 

HempAmericana, Inc.

(Registrant)

 

By: /s/ Salvador Rosillo

Principal Executive Officer

Principal Financial Officer

Dated: July 21, 2014

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