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8-K/A - FORM 8-K/A - EVIO, INC. | sgby_8ka.htm |
EX-99.2 - UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - EVIO, INC. | sgby_ex992.htm |
EXHIBIT 99.1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
CR Labs, Inc.
Bend, Oregon
We have audited the accompanying balance sheets of CR Labs, Inc. as of September 30, 2015 and 2014, and the related statements of operations, stockholders' deficit, and cash flows for the year ended September 30, 2015 and the period from inception of April 30, 2014 to September 30, 2014. These financial statements are the responsibility of the entity's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CR Labs, Inc. as of September 30, 2015 and 2014, and the results of its operations and its cash flows for the year ended September 30, 2015 and the period from inception of April 30, 2014 to September 30, 2014, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company has a working capital deficit and likely needs financing in order to meet its financial obligations. These conditions raise significant doubt about the Company's ability to continue as a going concern. Management's plans in this regard are described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Houston, Texas
January 11, 2016
CR Labs, Inc.
Balance Sheets
As of September 30, 2015 and 2014
| September 30, |
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| September 30, |
| |||
ASSETS |
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Current Assets |
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Cash and Cash Equivalents |
| $ | 4,116 |
|
| $ | 11,951 |
|
Accounts Receivable |
|
| 3,422 |
|
|
| - |
|
Total Current Assets |
|
| 7,538 |
|
|
| 11,951 |
|
Property, Plant and Equipment |
|
|
|
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|
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|
Property, Plant and Equipment |
|
| 53,344 |
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|
| 26,153 |
|
Accumulated Depreciation and Amortization |
|
| (10,393 | ) |
|
| (2,446 | ) |
Total Property, Plant and Equipment |
|
| 42,951 |
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|
| 23,707 |
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Total Assets |
| $ | 50,489 |
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| $ | 35,658 |
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LIABILITIES AND SHAREHOLDERS' DEFICIT |
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Liabilities |
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Accounts Payable |
| $ | 31,138 |
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| $ | - |
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Accounts Payable - Related Party |
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| 9,725 |
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|
| - |
|
Accrued Liabilities |
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| 11,659 |
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|
| 1,050 |
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Current Portion Notes Payable - Related Party |
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| 13,507 |
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| 38,515 |
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Total Current Liabilities |
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| 66,029 |
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| 39,565 |
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Notes Payable - Related Party, less Current Portion |
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| 13,047 |
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| - |
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Total Liabilities |
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| 79,076 |
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| 39,565 |
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Shareholders' Deficit |
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Common Stock, No Par Value , 1,000,000 shares authorized, 700,000 issued and outstanding |
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| (32,411 | ) |
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| 130 |
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Retained Earnings (Deficit) |
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| 3,824 |
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| (4,037 | ) |
Total Shareholders' Equity (Deficit) |
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| (28,587 | ) |
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| (3,907 | ) |
Total Liabilities and Shareholders' Equity (Deficit) |
| $ | 50,489 |
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| $ | 35,658 |
|
The accompanying notes are an integral part of these financial statements.
1 |
CR Labs, Inc.
Statements of Operations
Year Ended September 30, 2015 and From Inception on April 30, 2014 through September 30, 2014
| Year End |
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| Inception to |
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| September 30, |
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| September 30, |
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Revenues |
| $ | 97,887 |
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| $ | 21,570 |
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Total Revenue |
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| 97,887 |
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| 21,570 |
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Operating Expenses |
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SG&A |
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| 82,079 |
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| 23,161 |
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Depreciation and Amortization |
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| 7,947 |
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| 2,446 |
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Total Operating Expenses |
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| 90,026 |
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| 25,607 |
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Net Income (Loss) |
| $ | 7,861 |
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| $ | (4,037 | ) |
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Net income (loss) per share, basic and diluted |
| $ | 0.01 |
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| $ | (0.01 | ) |
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Weighted average number of shared outstanding, basic and diluted |
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| 700,000 |
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| 700,000 |
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The accompanying notes are an integral part of these financial statements.
2 |
CR Labs, Inc.
Statements of Changes in Shareholders' Equity (Deficit)
Year Ended September 30, 2015 and From Inception on April 30, 2014 through September 30, 2014
| Common Stock |
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| Retained |
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| Total |
| ||||||||
| Shares |
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| Amount |
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| (Deficit) |
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| Equity/(Deficit) |
| |||||
Inception - April 30, 2014 |
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| 700,000 |
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| $ | 130 |
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| $ | - |
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| $ | 130 |
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Net Loss |
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| - |
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| - |
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| (4,037 | ) |
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| (4,037 | ) |
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Balances September 30, 2014 |
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| 700,000 |
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| 130 |
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| (4,037 | ) |
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| (3,907 | ) |
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Distributions |
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| - |
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| (32,541 | ) |
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| - |
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| (32,541 | ) |
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Net Income |
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| - |
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| - |
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| 7,861 |
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| 7,861 |
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Balances September 30, 2015 |
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| 700,000 |
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| $ | (32,411 | ) |
| $ | 3,824 |
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| $ | (28,587 | ) |
The accompanying notes are an integral part of these finacial statements.
3 |
CR Labs, Inc.
Statements of Cash Flows
Year Ended September 30, 2015 and From Inception on April 30, 2014 through September 30, 2014
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| Inception to |
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| Year End |
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| Year End |
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| September 30, |
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| September 30, |
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Cash flows from operating activities |
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Net income (loss) |
| $ | 7,861 |
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| $ | (4,037 | ) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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Depreciation and Amortization Expense |
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| 7,947 |
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| 2,446 |
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Changes in: |
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Accounts Payable |
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| 31,138 |
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| - |
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Accounts Receivable |
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| (3,422 | ) |
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| - |
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Accrued Liabilities |
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| 10,885 |
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| - |
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Customer Deposits |
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| (276 | ) |
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| 1,050 |
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Net cash provided by (used in) operating activities |
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| 54,133 |
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| (541 | ) |
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Cash flows from investing activities |
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Laboratory Equipment |
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| (26,742 | ) |
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| (24,843 | ) |
Furniture and Fixtures |
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| (449 | ) |
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| (495 | ) |
Tenant Improvements |
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| - |
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| (815 | ) |
Net cash used in investing activities |
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| (27,191 | ) |
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| (26,153 | ) |
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Cash flows from financing activities |
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Distributions |
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| (32,541 | ) |
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| - |
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Related Party Advances |
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| (11,961 | ) |
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| 38,645 |
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Accounts Payable - Related Party |
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| 9,725 |
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| - |
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Net cash provided by (used in) financing activities |
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| (34,777 | ) |
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| 38,645 |
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Net cash increase (decrease) for period |
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| (7,835 | ) |
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| 11,951 |
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Cash balance, beginning of period |
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| 11,951 |
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| - |
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Cash balance, end of period |
| $ | 4,116 |
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| $ | 11,951 |
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Cash paid for: |
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Interest |
| $ | - |
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| $ | - |
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Accrued income taxes |
| $ | - |
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| $ | - |
|
The accompanying notes are an integral part of these financial statements.
4 |
Notes to Financial Statements
September 30, 2015 and 2014
NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES
CR Labs, Inc. ("CRLB" or the "Company") was originally formed in the State of Oregon on April 30, 2014 under the name Cannalytical Research, LLC. On September 4, 2015, under Oregon Revised Statutes, the Company performed a statutory conversion, changing the Company from a Limited Liability company to a Corporation and changed the name to CR Labs, Inc. The Company, located in Bend, OR is a Cannabis Analytical Testing company. CRLB's primary business is to provide Cannabis Compliance Testing in accordance with the Oregon Health Authority.
Basis of Presentation:
These financial statements are prepared in United States ("US") dollars and in accordance with accounting principles generally accepted in the United States of America ("GAAP"). A summary of significant accounting policies consistently applied in the preparation of the financial statements are outlined below.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Recently Issued Accounting Pronouncements:
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position or cash flows.
Income Taxes:
The Company has adopted ASC 740-10, which requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Cash:
Cash and cash equivalents include cash in banks with original maturities of three months or less. CRLB maintains deposits in a financial institution which provides Federal Deposit Insurance Corporation coverage for interest bearing and non-interest bearing transaction accounts of up to $250,000. At September 30, 2015 and 2014, none of the Company's cash was in excess of federally insured limits.
5 |
Revenue Recognition:
CRLB recognizes revenue from the sale of services in accordance with ASC 605. Revenue will be recognized only when all of the following criteria have been met:
* | Persuasive evidence of an arrangement exists; | |
* | Delivery has occurred or services have been rendered. | |
* | The price is fixed or determinable; and | |
* | Collectability is reasonably assured. |
The main sources of revenue are recognized as follows:
| · | Revenues associated with compliance testing are recognized upon issuance of a Certificate of Analysis. |
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| · | Revenues associated with services are invoiced and recognized upon completion of service and receipt of service by the customer. |
Accounts Receivable:
Accounts Receivable consists of services and compliance testing receivables due from customers and are unsecured. The receivables are generally unsecured and such amounts are generally due within 30 days after the date of the invoice. Accounts Receivable are carried at their face amount, less an allowance for doubtful accounts. CRLB's policy is generally not to charge interest on receivables after the invoice becomes past due. A receivable is considered past due if payments have not been received within agreed upon invoice terms. Write offs are recorded at a time when a customer receivable is deemed uncollectible. CRLB had no bad debt accruals at September 30, 2015 and 2014.
Property, Plant and Equipment:
Property, Plant and Equipment is carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are in operating income. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the assets as follows:
Buildings and Improvements |
| 15 Years |
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Laboratory Equipment |
| 5 Years |
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Furniture and Fixtures |
| 7 Years |
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6 |
Impairment of Long-Lived Assets:
CRLB evaluates, on a periodic basis, long-lived assets to be held and used for impairment in accordance with the reporting requirements of ASC 360-10. The evaluation is based on certain impairment indicators, such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If these impairment indicators are present or other factors exist that indicate that the carrying amount of the asset may not be recoverable, then an estimate of the undiscounted value of expected future operating cash flows is used to determine whether the asset is recoverable and the amount of any impairment is measured as the difference between the carrying amount of the asset and its estimated fair value. The fair value is estimated using valuation techniques such as market prices for similar assets or discounted future operating cash flows.
Fair Value Measurements:
ASC Topic 820, defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair value of financial instruments are based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company's credit worthiness, among other things, as well as unobservable parameters.
Cash, accounts receivable, accounts payable and other accrued expenses and other current assets and liabilities are carried at amounts which reasonably approximate their fair values because of the relatively short maturity of those instruments.
NOTE 2 – PROPERTY, PLANT AND EQUIPMENT
At September 30, 2015 and 2014 Property, Plant and Equipment was as follows:
| 2015 |
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| 2014 |
| |||
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Tenant Improvements |
| $ | 815 |
|
| $ | 815 |
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Laboratory Equipment |
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| 51,585 |
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| 24,843 |
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Furniture and Fixtures |
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| 944 |
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| 495 |
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Total property, plant and equipment |
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| 53,344 |
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| 26,153 |
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Less: Accumulated Depreciation |
|
| 10,393 |
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| 2,446 |
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Net property, plant and equipment |
| $ | 42,951 |
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| $ | 23,707 |
|
For the year ended September 30, 2015 and the period ended September 30, 2014, depreciation expense was $7,947 and $2,446, respectively.
7 |
NOTE 3 – RELATED PARTY TRANSACTIONS
NOTE PAYABLE – RELATED PARTY
At September 30, 2015 and 2014, the outstanding balance on the Note Payable was $26,554 and $38,515, respectively.
Note payable to the President bearing interest at 6.5% with monthly payment of $1,225 maturing August, 2017. The note is unsecured.
During the year ended September 30, 2015, Signal Bay, Inc., a related party, paid $9,725 of CRLB's operating expenses. This amount was recorded as accounts payable – related party on the accompanying financial statements.
NOTE 4 – EQUITY
At September 30, 2015 the Company had 700,000 common shares issued and outstanding that were issued to the founders.
The Company has no stock options or warrants outstanding.
NOTE 5 – EMPLOYEE BENEFITS AND AGREEMENTS
Officer Agreement:
Contemporaneously with the share exchange and majority acquisition of CR Labs, Inc. by Signal Bay, Inc. that occurred on September 17, 2015, the following agreements were executed by Signal Bay, Inc. as parent company on behalf of CR Labs, Inc.
On September 17, 2015 CRLB entered into a three-year Employment Agreement with Eric Ezrine ("Mr. Ezrine"). For certain compensation, including a salary and signing bonus, Mr. Ezrine would remain president of CRLB for the term of his Employee Agreement. Mr. Ezrine also received certain healthcare benefits relating to his Employee Agreement. Mr. Ezrine also received a grant of 1,250,000 shares of SGBY Common stock to be vested at a rate of 25% per year over four years on the anniversary date.
On September 17, 2015 CRLB entered into a three-year Employment Agreement with Carlos Cummings ("Mr. Cummings.) For certain compensation, including a salary and signing bonus, Mr. Cummings would remain vice president of CRLB for the term of his Employee Agreement. Mr. Cummings also received certain healthcare benefits relating to his Employee Agreement. Mr. Cummings also received a grant of 1,000,000 shares of SGBY Common stock to be vested at a rate of 25% per year over four years on the anniversary date.
No other employees have employment agreements at CRLB, and they are at-will employees.
Accrued Compensation:
At September 30, 2015 the Company's liabilities included an accrued bonus due to Mr. Ezrine and Mr. Cummings as part of their Employee Agreements. The total signing bonus due to Mr. Ezrine and Mr. Cummings at September 30, 2015, was $5,000.
8 |
NOTE 6 – GOING CONCERN
As of September 30, 2015 the Company had negative working capital of $58,491 and likely needs financing in order to meet its financial obligations. These conditions raise substantial doubt about CRLB's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should CRLB be unable to continue as a going concern.
Our future success and viability, therefore, are dependent upon our ability to generate revenues sufficient to cover our operating costs and expenses. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon the Company.
NOTE 7 – SUBSEQUENT EVENTS
Facility Lease:
On December 1, 2015, CRLB executed a facility lease for its analytical testing lab in Bend, OR. This new facility will provide sufficient space for additional analytical testing equipment required by both the Oregon Health Authority and the Oregon Liquor Control Commission.
9