CannLabs, Inc. - FORM 8-K/A - EX-99.3 - EXHIBIT 99.3

Attached files

file	filename
EX-99.1 - EXHIBIT 99.1 - CannLabs, Inc.	ex99-1.htm
8-K/A - FORM 8-K (AMENDMENT NO. 4) - CannLabs, Inc.	t80690_8ka.htm

Exhibit 99.2

Carbon Bond Holdings LLC and Subsidiary

CONTENTS


		PAGE

CONSOLIDATED BALANCE SHEETS		F-2

CONSOLIDATED STATEMENTS OF OPERATIONS		F-3

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY		F-4

CONSOLIDATED STATEMENTS OF CASH FLOWS		F-5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		F-6 to F-15

Carbon Bond Holdings LLC and Subsidiary

Consolidated Balance Sheets

	March 31, 2014			December 31, 2013
	(Unaudited)			(Audited)
ASSETS	(Restated)			(Restated)

CURRENT ASSETS
Cash	$	101,850		$	54,394
Accounts Receivable		11,397			-
Prepaid expenses		4,089			4,089
Due from stockholders		-			13,970

TOTAL CURRENT ASSETS		117,336			72,453

PROPERTY AND EQUIPMENT
Equipment		64,813			47,799
Furniture and fixtures		6,520			-
Leasehold Improvements		81,153			32,906
Assets under capital lease		136,850			99,173
		289,336			179,878
Less: accumulated depreciation		48,833			32,737
		240,503			147,141

OTHER ASSETS
Deposits		4,107			3,507
		4,107			3,507

TOTAL ASSETS	$	361,946		$	223,101

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	47,548		$	14,923
Deferred revenue		30,826			3,448
Obligations under capital leases		34,376			32,305
Notes payable - stockholders		258,800			100,000

TOTAL CURRENT LIABILITIES		371,550			150,676

LONG-TERM LIABILITIES
Obligations under capital leases, net of current portion		63,601			43,523

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ DEFICIT

Common stock no par value; 100,000,000 shares authorized, 54,000,000 shares issued and outstanding at March 31, 2014 and December 31, 2013		200			200

Retained earnings		47,830			-

STOCKHOLDERS’ EQUITY BEFORE NON CONTROLLING INTEREST		48,030			200

Non controlling interest in variable interest entity		(121,235	)		28,702

TOTAL COMPANY STOCKHOLDERS’ EQUITY (DEFICIT)		(73,205	)		28,902

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	361,946		$	223,101

See accompanying notes to the consolidated financial statements.

F-2

Carbon Bond Holdings LLC and Subsidiary

Consolidated Statement of Operations

For the Three Months Ended March 31, 2014 and 2013

(Unaudited)

	Three Months			Three Months
	Ended			Ended
	March 31, 2014			March 31, 2013
	(Restated)
REVENUES	$	112,273		$	43,092

COST OF REVENUES		55,533			17,571

GROSS PROFIT		56,740			25,521

OPERATING EXPENSES
General and administrative		86,786			15,342
Payroll		37,681			11,321
Sales and Marketing		29,380			257
Total operating expenses		153,847			26,920

LOSS BEFORE OTHER EXPENSE		(97,107	)		(1,399	)

OTHER EXPENSE
Interest expense		5,000			494
Total other expenses		5,000			494

NET LOSS		(102,107	)		(1,893	)

NET LOSS ATTRIBUTABLE TO THE NONCONTROLLING VARIABLE INTEREST ENTITY		(149,937	)		(1,893	)

NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	47,830		$	-

See accompanying notes to the consolidated financial statements.

F-3

Carbon Bond Holdings LLC and Subsidiary

Consolidated Statement of Changes in Stockholders’ Deficit

For the Three Months Ended March 31, 2014

(Restated)


	Common
	Stock
	Number of				Retained		Non Controlling
	Shares		Amount		Earnings		Interest			Total

Balance December 31, 201 3 (audited)		54,000,000	$	200	$	-	$	28,702		$	28,902

Net loss		-		-		47,830		(149,937	)		(102,107	)

Balance March 31, 2014 (Unaudited)		54,000,000	$	200	$	47,830	$	( 121,235	)	$	(73,205	)

See accompanying notes to the consolidated financial statements.

F-4

Carbon Bond Holdings LLC and Subsidiary

Consolidated Statement of Cash Flows

For the Three Months Ended March 31, 2014

(Unaudited)


	March 31,			March 31,
	2014			2013
	(Restated)

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(102,107	)	$	(1,893	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Depreciation and amortization		16,096			3,163
Officer compensation from conversion of loan receivable, stockholder		13,770			-
Increase in assets
Accounts receivable		(11,397	)		10,470
Deposits		(600	)		-
Increase in liabilities
Accounts payable and accrued expenses		32,625			1,368
Deferred revenue		27,378			2,698

Net cash (used in) provided by operating activities		(24,235	)		15,806

CASH FLOWS FROM INVESTING ACTIVITIES
Due from stockholders		200			-
Purchase of equipment		(71,781	)		-

Net cash used in investing activities		(71,581	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of stockholder loans		-			(14,250	)
Repayments of obligations under capital leases		(15,528	)		(2,540	)
Proceeds from note payable - stockholders		158,800			-

Net cash provided by (used in) financing activities		143,272			(16,790	)

NET INCREASE (DECREASE) IN CASH		47,456			(984	)

CASH - BEGINNING OF YEAR		54,394			8,111

CASH - END OF PERIOD	$	101,850		$	7,127

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

Income taxes paid	$	-		$	-

Interest paid	$	4,067		$	494

Obligations under capital leases for assets under capital leases	$	37,677		$	-

See accompanying notes to the consolidated financial statements.

F-5

Carbon Bond Holdings LLC and Subsidiary

Notes to Consolidated Financial Statements

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of the Business

Carbon Bond Holdings LLC (“Carbon Bond”), a Colorado “S” Corporation was formed on October 21, 2013 for the purpose of providing administrative services and licensing proprietary software for CannLabs, Inc., a privately held “S” Corporation (“CannLabs Colorado”), which is a stand-alone cannabis testing laboratory in Denver, Colorado . Both Carbon Bond and CannLabs Colorado are commonly managed . Carbon Bond had no operations until January 1, 2014.

On January 1, 2014, Carbon Bond entered into an asset transfer agreement with CannLabs Colorado, whereby Carbon Bond would acquire all of the assets and liabilities of CannLabs Colorado, except for the Retail Marijuana Conditional License. Since Carbon Bond and CannLabs Colorado are commonly managed, the assets and liabilities were transferred at their carrying amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805. In accordance with FASB ASC 250-10-45-21, since Carbon Bond and CannLabs Colorado are commonly managed, the financial statements were retrospectively consolidated for all periods presented. The following table summarizes CannLabs Colorado assets and liabilities transferred as of January 1, 201 2 :


Assets:
Cash	$	19,258
Accounts receivable		600
Prepaid expenses		1,993
Fixed assets, net		36,587
Deposit		1,425
Total assets	$	59,863

Liabilities:
Accounts payable and accrued expenses	$	4,583
Obligations under capital leases		29,665
Total liabilites		34,248

Net assets		25,615
Less: Consideration		-

Non controlling interest - variable interest entity	$	25,615

On April 1, 2014, Carbon Bond formally entered into an administrative services and software licensing agreement with CannLabs Colorado with an effective date of January 1, 2014. The administrative services agreement requires CannLabs Colorado to pay a monthly fee consisting of certain expenses paid by Carbon Bond for the prior month plus 15%. The software licensing agreement requires CannLabs Colorado to pay a monthly fee of $10,000 to Carbon Bond for the use of certain software.

According to the requirements of FASB ASC 810 Consolidation, Carbon Bond has evaluated its relationship with CannLabs Colorado, and has concluded that, CannLabs Colorado is a “variable interest entity” (“VIE”) for accounting purposes. As a result of the contractual arrangements, which enable Carbon Bond to manage CannLabs Colorado, Carbon Bond is the primary beneficiary of CannLabs Colorado. Accordingly, Carbon Bond adopted the provisions of FASB ASC 810 and consolidate s CannLabs Colorado , reflecting the results of the combined entities as of and for the three months ended March 31, 2014 and 2013, as if the asset transfer agreement happened retroactively as of the earliest period presented .

F-6

Carbon Bond Holdings LLC and Subsidiary

Notes to Consolidated Financial Statements

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

As Carbon Bond is the primary beneficiary of CannLabs Colorado, the assets and liabilities and revenues and expenses of the VIE have been included in the accompanying consolidated financial statements. As of March 31, 2014 and for the three months then ended, the VIE had assets of $ 7.287 , liabilities of $ 128,522 , revenues of $86,063, and net loss of $ 149,937 . As of March 31, 2013 and for the three months then ended, the VIE had assets of $49,646, liabilities of $30,313, revenues of $43,092, and net loss of $1,893. The liabilities as of March 31, 2014 include balances due to Carbon Bond. These intercompany payables and transactions are eliminated upon consolidation of the VIE with Carbon Bond.

Basis of Presentation

The accompanying consolidated financial statements of Carbon Bond and its variable interest entity CannLabs Colorado (collectively, the “Company”), have been prepared in accordance with generally accepted accounting principles in the United States of America. All intercompany transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 reporting period. Actual results could differ from these estimates.

Comprehensive Income

The Company follows FASB ASC 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. The Company has no items of other comprehensive income (loss), therefore comprehensive income (loss) is equal to net income (loss).

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, accounts payable and accrued expenses and notes payable - stockholders. The carrying value of cash, accounts receivable, accounts payable and accrued expenses and notes payable – stockholders, approximate fair value, because of their short maturity.

Concentration of Credit Risk Involving Cash

The Company may have deposits with a financial institution which at times exceed Federal Depository Insurance (“FDIC”) coverage. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and certificates of deposit and commercial paper with original maturities of 90 days or less to be cash or cash equivalents.

Accounts Receivable

Trade accounts receivable are reported at the amount management expects to collect from outstanding balances. Differences between the amount due and the amount management expects to collect are reported in the results of operations of the year in which those differences are determined, with an offsetting entry to a valuation allowance for trade accounts receivable. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to trade accounts receivable.

F-7

Carbon Bond Holdings LLC and Subsidiary

Notes to Consolidated Financial Statements

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The normal credit terms extended to customers are 30 days. The Company reviews all receivables that exceed terms and establishes an allowance for doubtful accounts, if necessary, based on management’s assessment of the collectability of trade and other receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company considers the historical level of credit losses, makes judgments about the credit worthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future.

As of March 31, 2014, allowances for doubtful accounts were $0. Allowances charged for doubtful accounts amounted to $0 for the three months ended March 31, 2014 and 2013 .

Property and Equipment

Property and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets from three to seven years except for leasehold improvements and assets under capital lease, which are depreciated over the remaining lease terms. Maintenance and repairs of property are charged to operations, and major improvements are capitalized. Upon retirement, sale, or other disposition of property and equipment, the costs and accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is included in operations. Depreciation of property and equipment was $16,096 and $3,163 for the three months ended March 31, 2014 and 2013 . Depreciation of $15,668 and 3,038 was included in cost of sales for the three months ended March 31, 2014 and 2015.

Long-Lived Assets

The Company evaluates the recoverability of its long-lived assets in accordance with FASB ASC 360 “Property, Plant, and Equipment.” The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets are measured by a comparison of the carrying amount of an asset to future cash flows expected to be generated by the asset, undiscounted and without interest or independent appraisals. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value asset.

In May 2014, a piece of equipment with carrying value of approximately $32,043 as of March 31, 2014, was taken out of service due to better technology being obtained. Management has determined that they will attempt to sell the equipment through advertising in the used equipment marketplace and that the fair value approximates the carrying value. The equipment will be sold when an appropriate buyer has been located, which is expected to occur within one year.

Revenue Recognition

In accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition (Codified in FASB ASC 605), The Company will recognize revenue when (i) persuasive evidence of a customer or distributor arrangement exists or acceptance occurs, (ii) a retailer, distributor or wholesaler receives the goods or services, (iii) the price is fixed or determinable, and (iv) collectability of the sales revenues is reasonably assured. Subject to these criteria, the Company will generally recognize revenue from laboratory tests in three ways. For samples presented without a bulk or twelve month contract, revenue is recognized upon completion of the testing. Customers with bulk contracts have three months to use a predetermined number of tests. Revenue is recognized for these contracts on a pro rata basis, based on the number of tests used versus the number of tests allowed. Twelve month contracts require prepayment monthly for the succeeding month. Revenue is recognized based on the monthly payment required for the month in which the tests are performed. Because tests may not be carried over to subsequent months, the monthly revenue is recognized in full in the appropriate month.

Revenue from consulting and research and development agreements is generally recognized on a straight line basis over the term of the agreement. When the agreements contain more than one deliverable, the Company allocates revenue to separate elements under the agreement based on relative selling prices in accordance with FASB ASC 605-25.

F-8

Carbon Bond Holdings LLC and Subsidiary

Notes to Consolidated Financial Statements

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

Effective April 19, 2010, CannLabs Colorado elected, by unanimous consent of its stockholders, to be taxed under the provisions of Subchapter “S” of the Internal Revenue Code. Effective October 21, 2013, Carbon Bond elected, by unanimous consent of its stockholders, to be taxed under the provisions of Subchapter “S” of the Internal Revenue Code. A majority of the states where the Company is conducting business also recognize Subchapter “S” status for income tax purposes. The Company does not pay federal and state income taxes on its taxable income. Instead, the stockholders are liable for individual federal and state income taxes on their respective shares of the Company’s taxable income or have included their respective shares of the Company’s net operating loss in their individual income tax returns.

On May 27, 2014, Carbon Bond elected by unanimous consent of its stockholders to be treated as a “C” corporation under the Internal Revenue Code.

The Company follows FASB Accounting Standards Update (“ASU”) No. 2009-06, Income Taxes (Topic 740): Implementation Guidance on Accounting for Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities Taxes. FASB ASC 740 prescribes guidance for the financial statement recognition, measurement, and disclosure of uncertain tax positions. Tax positions must meet a more-likely-than-not recognition threshold.

As of January 1, 2014, the Company had no unrecognized tax benefits and accordingly, the Company did not recognize interest or penalties during 2014 related to unrecognized tax benefits. There has been no change in unrecognized tax benefits during the three months ended March 31, 2014 and 2013 , and there was no accrual for uncertain tax positions as of March 31, 2014. Tax years from 2010 through 2013 remain subject to examination by major tax jurisdictions.

Segment Information

The Company is organized and operates as one operating segment. In accordance with FASB ASC 280, “Segment Reporting,” the chief operating decision-maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company subject to Board approval. Since the Company operates in one segment and provides one group of similar services, all financial segment and service line information required by FASB ASC 280 can be found in the consolidated financial statements.

Research and Development Costs

In accordance with FASB ASC 730, research and development costs are expensed when incurred.

Advertising Expenses

Advertising expenses, which include general advertising, printed materials and trade shows are expensed as incurred. Advertising expenses for the three months ended March 31, 2014 and 2013 were $5,106 and $555 .

Recently Adopted Accounting Pronouncements

As of March 31, 2014 and for the three months then ended, there were no recently adopted accounting pronouncements that had a material effect on the Company’s financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

As of March 31, 2014, there were no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements.

F-9

Carbon Bond Holdings LLC and Subsidiary

Notes to Consolidated Financial Statements

NOTE 2 – RESTATEMENT

Since Carbon Bond and CannLabs Colorado are commonly managed, the 2013 and 2012 consolidated financial statements reflect the merger transaction as if it had occurred as of January 1, 2012, the beginning of the earliest period presented. Originally the 2012 financial statements were not presented and the 2013 financial statements only reflected the balance sheet of Carbon Bond. The following are tables and descriptions of the corrections by line item as of March 31, 2014 and for the three months ended March 31, 2014.


	March 31, 2014			Correction			March 31, 2014
	(As Previously						(Restated)
	Reported)

STOCKHOLDERS’ EQUITY

Common stock no par value; 1 00,000,000 shares authorized, 54,000,000 shares issued and outstanding at March 31, 2014	$	200		$	-		$	200

Retained earnings (deficit)		(73,405	)		121,235			47,830

STOCKHOLDERS’ EQUITY BEFORE NON CONTROLLING INTEREST		(73,205	)		121,235			48,030

Non controlling interest in variable interest entity		-			(121,235	)		(121,235	)

TOTAL COMPANY STOCKHOLDERS’ EQUITY		(73,205	)		-			(73,205	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	361,946		$	-		$	361,946


	For the Three						For the Three
	Months Ended						Months Ended
	March 31,						March 31,
	2014			Correction			2014
	(As Previously						(Restated)
	Reported)
NET LOSS	$	(102,107	)	$	-		$	(102,107	)

NET LOSS ATTRIBUTABLE TO THE NONCONTROLLING INTEREST		28,702			(178,639	)		(149,937	)

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(73,405	)	$	121,235		$	47,830

F-10

Carbon Bond Holdings LLC and Subsidiary

Notes to Consolidated Financial Statements

NOTE 2 – RESTATEMENT (Continued)


	Common
	Stock				Additional
	Number of				Paid in		Retained			Non Controlling
	Shares		Amount		Capital		Earnings			Interest			Total

Balance March 31, 2014 (As Previously Reported)		54,000,000	$	200	$	-	$	(73,405	)	$	-		$	(73,205	)

Correction of allocation of loss between VIE and Company		-		-		-		121,235			(121,235	)		-

Balance March 31, 2014 (Unaudited) (Restated)		54,000,000	$	200	$	-	$	47,830		$	(121,235	)	$	(73,205	)


	For the Three						For the Three
	Months Ended						Months Ended
	March 31, 2014			Correction			March 31, 2014
	(As Previously						(Restated)
	Reported)

CASH FLOWS FROM INVESTING ACTIVITIES
Due from stockholders	$	200		$	-		$	200
Purchase of equipment		(71,781	)					(71,781	)
Cash acquired in variable interest entity		54,394			(54,394	)		-

Net cash used in investing activities		(17,187	)		(54,394	)		(71,581	)

NET INCREASE IN CASH		101,850		$	(54,394	)		47,456

CASH - BEGINNING OF YEAR		-		$	54,394			54,394

CASH - END OF PERIOD	$	101,850		$	-		$	101,850

F-11

Carbon Bond Holdings LLC and Subsidiary

Notes to Consolidated Financial Statements

NOTE 3 - CAPITAL LEASES

The Company leases various laboratory equipment under capital leases. The economic substance of the leases are that the Company is financing the acquisition of the assets through leases, and accordingly, they are recorded in the Company’s assets and liabilities.

The following is an analysis of the leased assets included in property and equipment at March 31, 2014 and December 2013 :


	March 31, 2014		December 31, 2013
Machinery and equipment	$	136,850	$	99,173
Less: Accumulated depreciation		34,764		24,406

	$	102,086	$	74,767

	Three Months Ended March 31, 2014		Three Months Ended March 31, 2013

Depreciation Expense	$	10,358	$	2,598

The following is a schedule of future minimum payments required under the lease together with their present values as of March 31, 2014 and December 31, 2013 :


	March 31, 2014

2014	$	34,376
2015		36,534
2016		34,452
2017		962

Total minimum lease payments		106,324

Total amount representing interest		8,347

Present value of minimum lease payments	$	97,977

NOTE 4 – NOTES PAYABLE – STOCKHOLDERS

In January 2014, Carbon Bond assumed a note payable for $100,000 to one stockholder. The note bears interest at 10% per annum, is unsecured, and has no formal repayment terms.

In January 2014, the Company issued notes payable in the total amount of $58,800 to two stockholders. The notes are non-interest bearing, are unsecured, and have no formal repayment terms.

In March 2014, the Company issued a note payable for $100,000 to a stockholder. The note bears interest at 10% and has no formal repayment terms.

F-12

Carbon Bond Holdings LLC and Subsidiary

Notes to Consolidated Financial Statements

NOTE 4 – OPERATING LEASES

For the three months ended March 31, 2014 and 2013 , total rent expense under leases amounted to $3,150 and $3,216 . At March 31, 2014, the Company was obligated under various non-cancelable operating lease arrangements for property as follows:


2014	$	17,475
2015		24,300
2016		25,500
2017		13,050

	$	80,325

NOTE 5 – SUBSEQUENT EVENTS

Subsequent Events

Financial Accounting Standards Board Accounting Standards Codification 855-10, Subsequent Events, establishes general standards of accounting and disclosure of events that occur after the consolidated balance sheet date but before the date the financial statements are available to be issued. Subsequent events have been evaluated through August 14, 2014, the date that the consolidated financial statements were available to be issued.

CannLabs - Connecticut, Inc. (“CannLabs - CT”) was formed on May 15, 2014 as a Nevada corporation for the purpose of licensing a laboratory in Connecticut, and is owned by two of the stockholders of CannLabs, Inc. On July 31, 2014, Carbon Bond formally entered into an administrative services and software licensing agreement with CannLabs - CT with an effective date of May 15, 2014. The administrative services agreement requires CannLabs - CT to pay a monthly fee consisting of certain expenses paid by Carbon Bond for the prior month plus 15%. The software licensing agreement requires CannLabs - CT to pay a monthly fee of $10,000 to Carbon Bond for the use of certain software, once CannLabs - CT begins generating revenue.

CannLabs - Nevada, INC, (“CannLabs - NV”) was formed on May 15, 2014 as a Nevada corporation for the purpose of licensing a laboratory in Nevada, and is owned by two of the stockholders of CannLabs, Inc. On July 31,2014, Carbon Bond formally entered into an administrative services and software licensing agreement with CannLabs - CT with an effective date of May 15, 2014. The administrative services agreement requires the CannLabs - NV to pay a monthly fee consisting of certain expenses paid by Carbon Bond for the prior month plus 15%. The software licensing agreement requires the CannLabs - NV to pay a monthly fee of $10,000 to Carbon Bond for the use of certain software, once CannLabs - CT begins generating revenue.

On May 27, 2014, Carbon Bond changed its name from Carbon Holdings LLC to Carbon Bond Holdings, Inc. and became a “C” Corporation.

On June 10, 2014, the Company effected a 54,000 to 1 stock split. As a result of the stock split, the outstanding shares of common stock issued increased from 1,000 to 54,000,000 shares. Concurrent with the split Carbon Bond increased its authorized number of common shares from 1,000 to 100,000,000. As a result all of the shares of common stock were retroactively adjusted.

F-13

Carbon Bond Holdings LLC and Subsidiary

Notes to Balance Sheet

NOTE 5 – SUBSEQUENT EVENTS (Continued)

On June 10, 2014, two majority shareholders surrendered 35.7 shares (pre-split) each of Carbon Bond common stock to the Company.

Also on June 10, 2014, Carbon Bond converted a $100,000 note payable – stockholder into 71.4 shares (pre-split) of the Company’s common stock. Upon the stock split of 54,000 to 1, these shares were converted to 3,855,600 shares.

On June 10, 2014, Carbon Bond issued 5,295,000 shares to directors, board members, officers, employees, and consultants. The shares were valued at $88,109 fair value and are being expensed over the vesting terms for directors, board members, officers and employees and over the term of the contract for consultants.

On June 12, 2014, CannLabs, Inc. (“Pubco”), formerly Speedsport Branding, Inc., entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Carbon Bond Holdings, Inc., and CLB Acquisition Corp., Pubco’s newly-formed wholly-owned subsidiary (“Acquisition Sub”). Upon the closing of the transaction contemplated under the Merger Agreement (the “Merger”), Acquisition Sub merged into and with Carbon Bond, and Carbon Bond, as the surviving corporation, became a wholly-owned subsidiary of the Pubco.

Pursuant to the terms and conditions of the Merger Agreement, (i) each share of Carbon Bond common stock issued and outstanding immediately prior to the closing of the Merger was exchanged for the right to receive one share of Pubco’s common stock. Accordingly, an aggregate of 59,295,000 shares of Pubco’s common stock were issued to the holders of Carbon Bond’s common stock.

Under accounting principles generally accepted in the United States, the share exchange is considered to be a capital transaction in substance, rather than a business combination. That is, the share exchange is equivalent to the issuance of stock by Pubco for the net monetary assets of Carbon Bond, accompanied by a recapitalization, and is accounted for as a change in capital structure. Accordingly, the accounting for the share exchange will be identical to that resulting from a reverse acquisition, except no goodwill will be recorded. Under reverse takeover accounting, the post reverse acquisition comparative historical financial statements of the legal acquirer, Pubco, are those of the legal acquiree Carbon Bond, which are considered to be the accounting acquirer.

On July 14, 2014, two officers of the Company returned 1,500,000 each to the Company.

On July 14, 2014, the Company appointed a new Chief Executive Officer and entered into a three year employment agreement with the individual. As part of his employment agreement, the Company issued 3,000,000 shares of the Company’s common stock, which vest 50% on January 1, 2016 and quarterly over the remaining initial three year term. The stock is valued at $6,000,000 and will be expensed over the vesting term.

On July 21, 2014, an employee ceased employment with the Company and forfeited 100,000 shares of unvested common stock.

On July 28, 2014, the Company issued 200,000 stock options to an employee, which will be valued using the Black-Scholes Option Pricing Model and will be expensed over the vesting term.

Upon the closing of the Merger, the Company entered into a Note Purchase Agreement with an accredited investor (the “Note Purchase Agreement”), pursuant to which the investor agreed to purchase up to $750,000 of senior secured promissory notes (the “Senior Secured Notes”) in a series of three closings to occur on August 15, 2014, September 15, 2014 and October 15, 2014. On July 28, 2014, the Company issued a senior secured promissory note in the amount of $250,000, in accordance with the Note Purchase Agreement, which bears interest at 8% per annum. In connection with the Note Purchase Agreement, the Company also entered into a Security Agreement and an Intellectual Property Security Agreement. In addition, the subsidiary of the Company, Carbon Bond entered into a Subsidiary Guarantee in favor of the Buyer.

F-14

Carbon Bond Holdings LLC and Subsidiary

Notes to Balance Sheet

NOTE 5 – SUBSEQUENT EVENTS (Continued)

On August 1, 2014, CannLabs, Inc. entered into a sixty four month lease for a property in Hartford, Connecticut. The lease requires annual rental of $61,233, which increases annually.

F-15

CannLabs, Inc. - FORM 8-K/A - EX-99.3 - EXHIBIT 99.3 - November 18, 2014

Attached files

CannLabs, Inc. Reports