Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
fiscal year ended November 30, 2016
☐ TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF
1934
For the
transition period from ___ to ____
Commission
file number: 000-55590
HEMP NATURALS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of incorporation or
organization)
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47-5604166
(I.R.S. Employer
Identification No.)
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16950
North Bay Road, Suite 1803
Sunny Isles Beach,
Florida
(Address of
principal executive offices)
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33160
(Zip
Code)
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Registrant’s
telephone number, including area code: (347) 301-8431
Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to Section 12(g) of the Act:
Common Stock, no par
value
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes ☐ No
☒
Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act.
Yes
☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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
☒ 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 (§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 ☒ No
☐
Indicate
by check mark if disclosure of delinquent filers pursuant to item
405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes ☒ No
☒
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 definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer ☐
Non-accelerated
filer ☐
|
Accelerated
filed ☐
Smaller
reporting company ☒
|
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes
☐ No ☒
The
aggregate market value of the voting stock held by non-affiliates
of the registrant as of January 30, 2017 was $60,179.49 based on
the price at which our common stock was last sold, $0.03 per share,
on November 23, 2016.
The
number of shares outstanding of the issuer’s classes of
Common Stock as of February 21, 2017 was 14,005,983.
HEMP NATURALS, INC.
FORM 10-K
For the Year Ended November 30, 2016
INDEX
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Page
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PART I
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Item 1.
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Business
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3
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Item 1A.
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Risk Factors
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4
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Item 1B.
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Unresolved Staff Comments
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4
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Item 2.
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Properties
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4
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5Item 3.
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Legal Proceedings
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4
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Item 4.
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Mine Safety Disclosures
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4
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PART II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
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5
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Item 6.
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Selected Financial Data
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5
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Item 7.
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Management's Discussion and Analysis of Financial Condition and
Results of Operations
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6
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Item 7A.
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Quantitative and Qualitative Disclosures about Market
Risk
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6
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Item 8.
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Financial Statements and Supplementary Data
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F1-F10
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
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7
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Item 9A.
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Controls and Procedures
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7
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Item 9B.
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Other Information
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7
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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8
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Item 11.
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Executive Compensation
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8
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
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9
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Item 13.
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Certain Relationships and Related Transactions, and Director
Independence
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9
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Item 14.
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Principal Accounting Fees and Services
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9
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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10
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Signatures
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11
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-2-
PART I
ITEM 1. BUSINESS
When
used in this Form 10-K, the words "expects," "anticipates,"
"estimates" and similar expressions are intended to identify
forward-looking statements. Such statements are subject to risks
and uncertainties, including those set forth below under "Risks and
Uncertainties," that could cause actual results to differ
materially from those projected. These forward-looking statements
speak only as of the date hereof. Hemp Naturals, Inc. expressly
disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in the Company's expectations with
regard thereto or any change in events, conditions or circumstances
on which any statement is based. This discussion should be read
together with the financial statements and other financial
information included in this Form 10-K. Readers should carefully
review the risk factors described in other
documents the Company files from time to
time with the Securities and Exchange
Commission, including the Quarterly Reports on Form
10-Q to be filed by the Company subsequent to this Annual
Report on Form 10-K and any Current Reports on Form 8-K
filed by the Company.
Hemp
Naturals, Inc., a Delaware corporation (“the Company”)
was incorporated on November 13, 2015 under the laws of the state
of Delaware. We have performed limited business operations and have
generated no revenue to date.
Our Business
Hemp
Naturals, Inc. is an early stage company that plans to research,
develop, acquire and sell products made of industrial hemp. While
the company will have a wide range of products and supplementary
goods to go with our primary line up, the focus will be, at least
initially, upon clothing made out of industrial hemp. Our
additional products may include, but not be limited to, nutritional
hemp health supplements, hemp shakes and/or foods, and beauty
supply products with hemp as the key ingredient.
One of
the keys to the success of our future business will be establishing
positive and long lasting relationships with companies which
manufactures products made out of industrial hemp. If we can
acquire these products wholesale and at low prices, we will be able
to subsequently resell them under the Hemp Naturals name to the
general population at a significant profit. Of course, this depends
upon our ability to forge these long lasting and positive
relationships with, as of yet, unidentified manufacturers.
Currently, the company has no products or goods for
sale.
The
growing demand and need for hemp products gives us an ideal
environment in which to enter the already competitive hemp
industry. As the demand grows, and indeed it has continued to grow
steadily over the past several years, so too does the need for high
quality goods. Through an aggressive marketing plan which will
primarily utilize social media, but may also rely on print media,
radio spots, and other as of yet unnamed methods, we aim to become
the first retailer that enters an individual’s mind when they
think of hemp goods.
There
has been some controversy surrounding industrial hemp, due to the
fact that it comes from the same plant as marijuana. Due to these
concerns, and the illegal nature of the sale of marijuana in the
majority of states within the United States, Hemp Naturals, Inc.
plans to follow all federal regulations and statutes pertinent to
the sale of hemp-based goods. Hemp Naturals does not intend to
import or export any products containing THC. The U.S. Customs
Service has a “zero tolerance standard” for the
importation of industrial hemp, meaning that a product cannot have
any potentially dangerous substances contained in it or it will be
considered adulterated and unfit for human consumption, and thus
illegal to possess or use per U.S. Federal Law. In 2001 the DEA
elaborated on this and clarified that any product with any quantity
of THC in it at all cannot be imported into the United States.
Since no hemp based products containing THC are legally permitted
in the United States these products are not allowed to be exported
out of the United States either. Because of the strict laws that
exist with the U.S. importation and exportation of industrial hemp
products our business could be adversely affected and even if our
products contain no THC there exists the possibility that any
hemp-based products could be deemed illegal if a change in law were
to occur. There are no foreign countries, to our knowledge, that
have laws which could negatively affect the importation or
exportation of our hemp based products since they will not contain
any THC.
Business Progress
To
date, our operations have consisted of developing our website and
producing and distributing hemp-based rolling papers.
We have
two part time employees, Levi Jacobson our Chief Executive Officer
and Maryna Bleier our Secretary. Currently, both Mr. Jacobson and
Ms. Bleier have the flexibility to work on our business up to 25 to
30 hours per week, but are prepared to devote more time if
necessary. We do not presently have pension, health, annuity,
insurance, stock options, profit sharing, or similar benefit plans;
however, we may adopt plans in the future. There are presently no
personal benefits available to our officer and director. During the
initial implementation of our business plan, we intend to hire
independent consultants to assist in the development and execution
of our business operations.
Competition
The
industry in which Hemp Naturals, Inc. competes is highly
competitive. Many Companies offer hemp-based goods such as clothes,
cosmetics, and foods and at competitive prices. As we are small and
have very limited resources we may not be able to compete with our
larger, better financed competitors. We may also not be able to
offer our goods at as low of prices at our competitors, making it
difficult to make sales, and increase brand awareness. We will also
be in competition with non-hemp-based products.
-3-
ITEM 1A. RISK FACTORS
This
item is inapplicable because we are a "smaller reporting company"
as defined in Exchange Act Rule 12b-2.
ITEM 1B. UNRESOLVED STAFF COMMENTS
This
item is inapplicable because we are a "smaller reporting company"
as defined in Exchange Act Rule 12b-2.
ITEM 2. PROPERTIES
We do
not own any property. Our office space is provided by our
Secretary, Maryna Bleier at $5,000 per month which is accounted for
as contributed capital.
ITEM 3. LEGAL PROCEEDINGS
Hemp
Naturals, Inc. is not a party to any material pending legal
proceeding.
ITEM 4. MINE SAFETY DISCLOSURES
Not
applicable.
-4-
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
(a)
Market information and issuance of unregistered
securities
There
exists no market for the trading of our common stock, par value
$0.001 per share (the "Common Stock"). While management believes
that our Common Stock may be eligible for a quotation on the Over
the Counter Market, there can be no assurance that any such
quotation ever is obtained. Moreover, in the event a quotation is
obtained, there can be no guarantee that a liquid trading market in
our Common Stock will ever develop.
(b)
Holders
As of
November 30, 2016, there were approximately 40 record holders of
common stock.
(c)
Dividends
The
Company has not paid any dividends on its common stock. The
Company currently intends to retain any earnings for use in its
business, and therefore does not anticipate paying cash dividends
in the foreseeable future.
(d)
Equity Compensation Plans
None
(e)
Company repurchases of
common stock during the year ended November 30,
2016
None
(f)
Performance Graphic
The
Company is not required to provide a performance graph since it is
a "smaller reporting company" as defined in Regulation S-K Rule
10(f).
(g)
Recent Sales of Unregistered Securities
On
March 1, 2016, our Offering Statement on Form 1-A was qualified by
the Securities and Exchange Commission. During the month of March
2016 an aggregate of 1,805,983 shares of common stock were sold to
37 purchasers at a purchase price of $0.03 per share for an
aggregate gross proceeds of $55,030.
ITEM 6. SELECTED FINANCIAL DATA
As a
smaller reporting company, we are not required to respond to this
item.
-5-
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS
Critical Accounting Policies and Estimates
Use of
estimates. In
preparing financial statements in conformity with accounting
principles generally accepted in the United States of America,
management makes estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the dates of the financial statements, as
well as the reported amounts of revenues and expenses during the
reporting periods. These accounts and estimates include, but are
not limited to, the valuation of accounts receivable, inventories,
deferred income taxes and the estimation on useful lives of
property, plant and equipment. Actual results could differ from
those estimates.
Plan of Operations
We had
a loss from operations for the year ended November 30, 2016 of
$36,379 including professional fees of $9,115 and organization and
related expenses of $27,264. We project we will continue to have
losses from operations until such time as we have sales from
operations.
There
can be no assurance that our efforts to implement our business plan
will be successful or that we will obtain revenues or
profitability.
Information
included in this report includes forward looking statements, which
can be identified by the use of forward-looking terminology such as
may, expect, anticipate, believe, estimate, or continue, or the
negative thereof or other variations thereon or comparable
terminology. The statements in "Risk Factors" and other statements
and disclaimers in this report constitute cautionary statements
identifying important factors, including risks and uncertainties,
relating to the forward-looking statements that could cause actual
results to differ materially from those reflected in the
forward-looking statements.
Our
activities have mostly been devoted to seeking capital and
development of a business plan. Our auditors have included an
explanatory paragraph in their report on our financial statements,
relating to the uncertainty of our business as a going concern, due
to our lack of operating history or current revenues, its nature as
a start up business, management's limited experience and limited
funds. We do not believe that conventional financing, such as bank
loans, is available to us due to these factors. We have no bank
line of credit available to us. Management believes that it will be
able to raise the required funds for operations from one or more
future offerings, in order to effect our business
plan.
Our
future operating results are subject to many facilities,
including:
●
our success in
developing new hemp-based products;
●
the success of
marketing and distributing those products;
●
our ability to
obtain additional financing; and
●
other risks which
we identify in future filings with the SEC.
Any or
all of our forward looking statements in this prospectus and in any
other public statements we make may turn out to be wrong. They can
be affected by inaccurate assumptions we might make or by known or
unknown risks and uncertainties. Consequently, no forward looking
statement can be guaranteed. In addition, we undertake no
responsibility to update any forward-looking statement to reflect
events or circumstances which occur after the date of this
prospectus.
Contractual Obligations and Off-Balance Sheet
Arrangements
We do
not have any contractual obligations or off balance sheet
arrangements.
Liquidity and Capital Resources
Our
accountants have issued, in their audit report, a going concern
opinion reflecting a conclusion that our operations may not be able
to continue because of a lack of financial resources.
For the
year ended November 30, 2016, the Company recorded losses of
$36,379, compared to losses of $14,319 for the period from November
13, 2015 (Inception) through November 30, 2015. The change in
operating expenses is due to increased organizational and related
expenses, which consisted primarily of office rent
expense.
For the
year ended November 30, 2016, the Company used $10,793 cash in
operating activities, compared to $100 used for the period from
November 13, 2015 (Inception) through November 30, 2015. The change
in cash flow is due to increased operating expenses for the
period.
For the
year ended November 30, 2016, the Company financing activities
provided $56,710, compared to $0 for the period from November 13,
2015 (Inception) through November 30, 2015. The increase in 2016
was primarily due to sales of our common stock for
cash.
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November
30,
2016
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November
30,
2015
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Cash
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$46,017
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$100
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The
increase in cash of $45,917 since the end of fiscal year 2015 was
due to sales of our common stock. There are no limitations on our
ability to access our cash.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
We are
a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and are not required to provide the
information under this item.
-6-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board
of Directors and Stockholders
Hemp
Naturals, Inc.
Sunny
Isles Beach, Florida
We have
audited the accompanying balance sheets of Hemp Naturals, Inc. (the
“Company”) as of November 30, 2016 and 2015, and the
related statements of operations, changes in stockholders’
equity (deficit), and cash flows for the year ended November 30,
2016 and the period from November 13, 2015 (date of inception)
through November 30, 2015. 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
audit.
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 an 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 also includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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 Hemp Naturals,
Inc. as of November 30, 2016 and 2015, and the results of its
operations and its cash flows for the year ended November 30, 2016
and for the period from November 13, 2015 (date of inception)
through November 30, 2015, 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
3 to the financial statements, the Company has suffered recurring
losses from operations and no revenues which raises substantial
doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in
Note 3. The financial statements do not include any adjustments
that might result from the outcome of this
uncertainty.
February 17,
2017
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston,
Texas
F-1
HEMP NATURALS, INC.
BALANCE SHEETS
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November
30,
2016
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November
30,
2015
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ASSETS
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Current
Assets
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Cash
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$46,017
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$100
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Deposits
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1,530
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-
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Inventory
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999
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-
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Total Current
Assets
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48,586
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100
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TOTAL
ASSETS
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$48,586
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$100
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LIABILITIES &
STOCKHOLDERS’ EQUITY (DEFICIT)
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Current
Liabilities
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Accrued
Expenses
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$2,765
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$3,099
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Total Current
Liabilities
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2,765
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3,099
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TOTAL
LIABILITIES
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2,765
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3,099
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Stockholders’ Equity
(Deficit)
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Preferred stock,
$.0001 par value, 20,000,000 shares authorized; none issued and
outstanding as of November 30, 2016 and 2015
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-
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-
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Common stock ,
$.0001 par value, 500,000,000 shares authorized, 14,005,983 and
12,200,000 shares issued and outstanding as of November 30, 2016
and 2015, respectively
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1,401
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1,220
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Additional Paid in
Capital
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95,078
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10,100
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Accumulated
Deficit
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(50,698)
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(14,319)
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Total
Stockholders’ Equity (Deficit)
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45,781
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(2,999)
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TOTAL
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
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$48,586
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$100
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The
accompanying notes are an integral part of these financial
statements.
F-2
HEMP NATURALS, INC.
STATEMENTS OF OPERATIONS
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For the year
ended November 30, 2016
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For the period
from November 13
(date of
inception) to November 30,
2015
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Operating
Expenses
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Organization and
Related Expenses
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27,264
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1,319
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Professional
Fees
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9,115
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13,000
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Total
Operating Expenses
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36,379
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14,319
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Net
loss
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$(36,379)
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$(14,319)
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Basic
and Diluted Net loss Per Common Stock
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$(0.00)
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$(0.00)
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Weighted
average number of common stock outstanding – basic and
diluted
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$13,476,181
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$12,015,385
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The
accompanying notes are an integral part of these financial
statements.
F-3
HEMP NATURALS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE PERIOD FROM NOVEMBER 13, 2015 (INCEPTION) THROUGH NOVEMBER
30, 2016
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Common
Stock
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Par Value Common
Stock
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Additional
Paid-in Capital
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Accumulated
Deficit
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Total
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Balances,
November 13, 2015 (date of inception)
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-
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$-
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$-
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$-
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$-
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Issuance
of shares for services:
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November 18,
2015--Common stock, par value $.0001
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12,000,000
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1,200
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-
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-
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1,200
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November 30,
2015—Common stock, par value $.0001
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200,000
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20
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-
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-
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20
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Contributed
expenses from related party
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-
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-
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10,100
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-
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10,100
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Net
loss
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-
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-
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-
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(14,319)
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(14,319)
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|
|
|
|
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Balances,
November 30, 2015
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12,200,000
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1,220
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10,100
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(14,319)
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(2,999)
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|
|
|
|
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Proceeds from the
sale of common shares
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1,805,983
|
181
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54,849
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-
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55,030
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Cash contribution
from related party
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-
|
-
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1,680
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-
|
1,680
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Contributed capital
from related parties
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-
|
-
|
28,449
|
-
|
28,449
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Net
loss
|
-
|
-
|
-
|
(36,379)
|
(36,379)
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Balances, November
30, 2016
|
14,005,983
|
$1,401
|
$95,078
|
$(50,698)
|
$45,781
|
The
accompanying notes are an integral part of these financial
statements.
F-4
HEMP NATURALS, INC.
STATEMENTS OF CASH FLOWS
|
For the Year Ended November
30,2016
|
For the period
from November 13
(date of
inception) to November 30,2015
|
CASH FLOWS FROM
OPERATING ACTIVITIES
|
|
|
Net
loss
|
$(36,379)
|
$(14,319)
|
Adjustment to
reconcile net loss to net cash used in operating
activities:
|
|
|
Expenses
contributed to capital
|
28,449
|
10,100
|
Stock based
compensation
|
-
|
1,220
|
|
|
|
Changes in current
assets and liabilities:
|
|
|
Deposits
|
(1,530)
|
-
|
Inventory
|
(999)
|
-
|
Accrued
expenses
|
(334)
|
3,099
|
|
|
|
Net cash provided
by (used in) operating activities
|
(10,793)
|
100
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES
|
|
|
Proceeds
from sale of common stock
|
55,030
|
-
|
Contributed
capital from shareholder
|
1,680
|
-
|
Net cash
provided by financing activities
|
56,710
|
-
|
|
|
|
Net increase in
cash and cash equivalents
|
45,917
|
100
|
Cash and cash
equivalents at beginning of year
|
100
|
-
|
Cash and cash
equivalents at end of year
|
46,017
|
100
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
Cash paid
for:
|
|
|
Interest
|
$-
|
$-
|
Income
taxes
|
$-
|
$-
|
The
accompanying notes are an integral part of these financial
statements.
F-5
Hemp Naturals, Inc.
Notes to the financial statements
Note 1 – Organization and Description of
Business
Hemp
Naturals, Inc. (the Company) was incorporated under the laws of the
State of Delaware on November 13, 2015. The Company intends to
offer consumer goods that are made of industrial hemp and/or the
non-psychoactive ingredients of the cannabis plant.
The
Company has elected November 30th as its year end.
Note 2 – Summary of Significant Accounting
Policies
Basis of Presentation
This
summary of significant accounting policies is presented to assist
in understanding the Company's financial statements. These
accounting policies conform to accounting principles, generally
accepted in the United States of America, and have been
consistently applied in the preparation of the financial
statements.
Inventories
Inventories, consisting of products available for sale, are
primarily accounted for using the first-in, first-out ("FIFO")
method, and are valued at the lower of cost or market value. This
valuation requires Hemp Naturals, Inc. to make judgments, based on
currently-available information, about the likely method of
disposition, such as through sales to individual customers, returns
to product vendors, or liquidations, and expected recoverable
values of each disposition category.
Use of Estimates
The
preparation of financial statements in conformity with generally
accepted accounting principles 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. In the opinion of management, all adjustments necessary in
order to make the financial statements not misleading have been
included. Actual results could differ from those
estimates.
Cash and Cash Equivalents
The
Company considers all highly liquid investments with an original
maturity of three months or less when purchased to be cash
equivalents. Cash and cash equivalents at November 30, 2016 and
November 30, 2015 were $46,017 and $100, respectively.
Income Taxes
The
Company accounts for income taxes under ASC 740,
“Income Taxes.”
Under the asset and liability method of ASC 740, deferred tax
assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period the enactment occurs. A
valuation allowance is provided for certain deferred tax assets if
it is more likely than not that the Company will not realize tax
assets through future operations. No deferred tax assets or
liabilities were recognized at November 30, 2016.
Basic Earnings (Loss) Per Share
The
Company computes basic and diluted earnings (loss) per share in
accordance with ASC Topic 260, Earnings per Share. Basic earnings
(loss) per share is computed by dividing net income (loss) by the
weighted average number of common shares outstanding during the
reporting period. Diluted earnings (loss) per share reflects the
potential dilution that could occur if stock options and other
commitments to issue common stock were exercised or equity awards
vest resulting in the issuance of common stock that could share in
the earnings of the Company.
The
Company does not have any potentially dilutive instruments as of
November 30, 2016 or 2015 and, thus, anti-dilution issues are not
applicable.
F-6
Fair
Value of Financial Instruments
The
Company’s balance sheet includes certain financial
instruments. The carrying amounts of current assets and current
liabilities approximate their fair value because of the relatively
short period of time between the origination of these instruments
and their expected realization.
ASC
820, Fair Value Measurements
and Disclosures, defines fair value as the exchange price
that would be received for an asset or paid to transfer a liability
(an exit price) in the principal or most advantageous market for
the asset or liability in an orderly transaction between market
participants on the measurement date. ASC 820 also establishes a
fair value hierarchy that distinguishes between (1) market
participant assumptions developed based on market data obtained
from independent sources (observable inputs) and (2) an
entity’s own assumptions about market participant assumptions
developed based on the best information available in the
circumstances (unobservable inputs). The fair value hierarchy
consists of three broad levels, which gives the highest priority to
unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1) and the lowest priority to unobservable
inputs (Level 3). The three levels of the fair value hierarchy are
described below:
∙
|
Level 1
- Unadjusted quoted prices in active markets that are accessible at
the measurement date for identical, unrestricted assets or
liabilities.
|
∙
|
Level 2
- Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or
indirectly, including quoted prices for similar assets or
liabilities in active markets; quoted prices for identical or
similar assets or liabilities in markets that are not active;
inputs other than quoted prices that are observable for the asset
or liability (e.g., interest rates); and inputs that are derived
principally from or corroborated by observable market data by
correlation or other means.
|
∙
|
Level 3
- Inputs that are both significant to the fair value measurement
and unobservable.
|
Fair
value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of
November 30, 2016. The respective carrying value of certain
on-balance-sheet financial instruments approximated their fair
values due to the short-term nature of these instruments. These
financial instruments include accrued expenses.
Related Parties
The
Company follows ASC 850, Related Party Disclosures, for the
identification of related parties and disclosure of related party
transactions.
Share-Based Compensation
ASC
718, “Compensation –
Stock Compensation”, prescribes accounting and
reporting standards for all share-based payment transactions in
which employee services are acquired. Transactions include
incurring liabilities, or issuing or offering to issue shares,
options, and other equity instruments such as employee stock
ownership plans and stock appreciation rights. Share-based payments
to employees, including grants of employee stock options, are
recognized as compensation expense in the financial statements
based on their fair values. That expense is recognized over the
period during which an employee is required to provide services in
exchange for the award, known as the requisite service period
(usually the vesting period).
The
Company accounts for stock-based compensation issued to
non-employees and consultants in accordance with the provisions of
ASC 505-50, “Equity –
Based Payments to
Non-Employees.” Measurement of share-based
payment transactions with non-employees is based on the fair value
of whichever is more reliably measurable: (a) the goods or
services received; or (b) the equity instruments issued. The
fair value of the share-based payment transaction is determined at
the earlier of performance commitment date or performance
completion date.
The
Company’s stock based compensation for year ended November
30, 2016 and for the period from November 13, 2015 (Inception)
through November 30, 2015 was $0 and $1,220,
respectively.
F-7
Note 3 – Going Concern
The
Company’s financial statements are prepared in accordance
with generally accepted accounting principles applicable to a going
concern that contemplates the realization of assets and liquidation
of liabilities in the normal course of business.
The
Company demonstrates adverse conditions that raise substantial
doubt about the Company's ability to continue as a going concern
for one year following the issuance of these financial statements.
These adverse conditions are negative financial trends,
specifically reoccurring operating loss, no revenues to fund
operations, and other adverse key financial ratios.
The
Company has not established any source of revenue to cover its
operating costs. Management plans to fund operating expenses with
related party contributions to capital. There is no assurance that
management's plan will be successful.
The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary
in the event that the Company cannot continue as a going
concern.
Note 4 – Income Taxes
Potential
benefits of income tax losses are not recognized in the accounts
until realization is more likely than not. The Company has incurred
a net operating loss carryforward of $50,698 which begins expiring
in 2034. The Company has adopted ASC 740, “Accounting for
Income Taxes”, as of its inception. Pursuant to ASC 740 the
Company is required to compute tax asset benefits for non-capital
losses carried forward. The potential benefit of the net operating
loss has not been recognized in these financial statements because
the Company cannot be assured it is more likely than not it will
utilize the loss carried forward in future years.
Significant
components of the Company’s deferred tax assets and
liabilities as of November 30, 2016 and November 30, 2015 after
applying enacted corporate income tax rates of 34%, is a net
operating loss carryforward of $17,237 with a full valuation
allowance of $(17,237) which is a total deferred tax asset of $0 as
of November 30, 2016 and operating loss carryforward of $4,868 and
a valuation allowance of $(4,868) which is a total deferred tax
asset of $0 as of November 30, 2015.
Due to
the change in ownership provisions of the Tax Reform Act of 1986,
net operating loss carryforwards for Federal income tax reporting
purposes are subject to annual limitations. Should a change in
ownership occur, net operating loss carryforwards may be limited as
to use in future years.
F-8
Note 5 – Commitments and Contingencies
The
Company follows ASC 450-20, Loss Contingencies, to report
accounting for contingencies. Liabilities for loss
contingencies arising from claims, assessments, litigation, fines
and penalties and other sources are recorded when it is probable
that a liability has been incurred and the amount of the assessment
can be reasonably estimated. There were no commitments or
contingencies as of November 30, 2016 and 2015 other than the
below:
Office Space
The
Company contracted the use of 3,000 square feet of space owned by
our Secretary, Maryna Bleier, who has been and will be contributing
the space, valued at $5,000 per month, to the Company as additional
paid-in capital July 1, 2016 until July 1, 2028. Beginning July 1,
2028, the Company is obligated to pay $5,000 monthly for the use of
their office space per the terms of the rental
contract.
Note 6 – Shareholder Equity
Preferred Stock
The
authorized preferred stock of the Company consists of 20,000,000
shares with a par value of $0.0001. The Company has no shares of
preferred stock issued and outstanding as of November 30, 2016 and
2015.
Common Stock
The
authorized common stock of the Company consists of 500,000,000
shares with a par value of $0.0001. There were 14,005,983 and
12,200,000 shares of common stock issued and outstanding as of
November 30, 2016 and 2015; respectively.
On
November 30, 2015, V Financial Group LLC was issued 200,000 shares
of restricted common stock with a par value of $.0001 for services
rendered to the Company. The fair value of the transaction is
$20.00. Thomas DeNunzio is the controlling party for V Financial
Group LLC.
On
November 18, 2015 the Company issued 6,000,000 shares of restricted
common stock to Levi Jacobson and 6,000,000 shares of restricted
common stock to Maryna Bleier. The shares were issued in exchange
for developing the Company’s business plan. The fair value of
the shares issued as compensation was $0.0001 per share. The
Company recorded 1,220 in stock based compensation.
In
March 2016, a total of 1,803,983 shares of common stock at par
value of $.0001 were sold to 37 investors for cash of
$55,030.
The
Company does not have any potentially dilutive instruments as of
November 30, 2016 and 2015 and, thus, anti-dilution issues are not
applicable.
Pertinent Rights and Privileges
Holders
of shares of Common Stock are entitled to one vote for each share
held to be used at all stockholders’ meetings and for all
purposes including the election of directors. Common Stock does not
have cumulative voting rights. Nor does it have preemptive or
preferential rights to acquire or subscribe for any unissued shares
of any class of stock.
Holders
of shares of Preferred Stock are entitled to voting rights where
every one share of Preferred Stock has voting rights equal to one
hundred shares of Common Stock.
Additional Paid In Capital
During
the period ended November 30, 2015 our CEO paid a combined $10,100
in operating expenses which is recorded as additional paid in
capital.
During
the year ended November 30, 2016, our CEO contributed cash of
$1,680 to the Company to pay for expenses and paid $2,599 in
operating expenses on behalf of the Company which is recorded as
additional paid in capital. Two shareholders also paid operating
expenses on behalf of the Company totaling $850 which are recorded
as additional paid in capital. Our Secretary provided rental space
to the company totaling $25,000 for the 2016 fiscal year, which is
recorded as additional paid in capital.
F-9
Note 7 – Related-Party Transactions
Contributed Capital
As of
November 30, 2016, our CEO has provided the Company contributed
capital in the form of cash and payment of expenses on behalf of
the Company totaling $4,279, our Secretary has provided the Company
contributed office space valued at $25,000 and two shareholders
have provided the Company contributed capital totaling
$850.
Office Space
At this
time our office space is provided to us rent free by our Secretary
Maryna Bleier which is accounted for as contribution of $5,000
monthly. Our office space is located at 16950 North Bay Road, Suite
1803 Sunny Isles Beach, Florida 33160. After July 1, 2028, the
Company is obligated to pay $5,000 monthly.
Equity
On
November 18, 2015 the Company issued 6,000,000 shares of restricted
common stock to Levi Jacobson and 6,000,000 shares of restricted
common stock to Maryna Bleier. The shares were issued in exchange
for developing the Company’s business plan. The fair value of
the shares issued as compensation was $0.0001 per share. The
Company recorded 1,220 in stock based compensation.
Note 8 – Subsequent Events
In
December 2016, the CEO and Secretary of the Company were
compensated $20,000 and $15,000 respectively in cash for payment of
future services.
Our
Secretary contributed rental space to the Company at $5,000/month,
which is recorded as additional paid in capital.
F-10
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not
Applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under
the supervision and with the participation of our management,
including our principal executive officer and the principal
financial officer, we are responsible for conducting an evaluation
of the effectiveness of the design and operation of our internal
controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as of the end
of the fiscal year covered by this report. Disclosure controls and
procedures means that the material information required to be
included in our Securities and Exchange Commission
(“SEC”) reports is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms
relating to our company, including any consolidating subsidiaries,
and was made known to us by others within those entities,
particularly during the period when this report was being prepared.
Based on this evaluation, our principal executive officer and
principal financial officer concluded as of the evaluation date
that our disclosure controls and procedures were not effective as
of November 30, 2016.
Management’s Annual Report on Internal Control over Financial
Reporting
As of
November 30, 2016, management assessed the effectiveness of our
internal control over financial reporting. The Company's management
is responsible for establishing and maintaining adequate internal
control over financial reporting for the Company. Internal control
over financial reporting is defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Securities Exchange Act of 1934, as amended,
as a process designed by, or under the supervision of, the
Company’s principal executive officer and the principal
financial officer and effected by the Company’s Board of
Directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with GAAP in the United States of America and includes
those policies and procedures that:
|
∙
|
Pertain
to the maintenance of records that in reasonable detail accurately
and fairly reflect our transactions and dispositions of our
assets;
|
|
|
|
|
∙
|
Provide
reasonable assurance our transactions are recorded as necessary to
permit preparation of our financial statements in accordance with
GAAP, and that receipts and expenditures are being made only in
accordance with authorizations of our management and directors;
and
|
|
|
|
|
∙
|
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial
statement.
|
In
evaluating the effectiveness of our internal control over financial
reporting, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) in Internal Control – Integrated
Framework. Based on that evaluation, completed only by Levi
Jacobson, our President and sole director, who also serves as our
principal executive officer, principal financial officer and
principal accounting officer, Mr. Jacobson concluded that, as of
November 30, 2016, such internal controls and procedures were not
effective to detect the inappropriate application of US GAAP rules
as more fully described below.
This
was due to deficiencies that existed in the design or operation of
our internal controls over financial reporting that adversely
affected our internal controls and that may be considered to be
material weaknesses.
The
matters involving internal controls and procedures that our
management considered to be material weaknesses under the standards
of the Public Company Accounting Oversight Board were: (i) lack of
a functioning audit committee due to a lack of a majority of
independent members and a lack of a majority of outside directors
on our board of directors, resulting in ineffective oversight in
the establishment and monitoring of required internal controls and
procedures; (ii) inadequate segregation of duties consistent with
control objectives; and (iii) ineffective controls over period end
financial disclosure and reporting processes. The aforementioned
material weaknesses were identified by our President and sole
director, who also serves as our principal executive officer,
principal financial officer and principal accounting officer, in
connection with the review of our financial statements as of
November 30, 2016.
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.
This
annual report does not include an attestation report of the
Company’s registered public accounting firm regarding
internal control over financial reporting. Management’s
report was not subject to the attestation by the Company’s
registered public accounting firm pursuant to temporary rules of
the SEC that permit the Company to provide only management’s
report in this annual report.
Changes in Internal Control Over Financial Reporting.
There
were no changes in the Company’s internal control over
financial reporting that occurred during the year ended November
30, 2016 that have materially affected, or that are reasonably
likely to materially affect, the Company’s internal control
over financial reporting.
ITEM 9B. OTHER INFORMATION
Not
applicable.
-7-
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
The
sole member of the Board of Directors of Hemp Naturals, Inc. serves
until the next annual meeting of stockholders, or until his
successors have been elected. The officers serves at the pleasure
of the Board of Directors. The following table is the director and
executive officers of Hemp Naturals, Inc.
Name
|
Age
|
Position
|
Levi
Jacobson
|
24
|
Chief
Executive Officer, Chief operations Officer, Chief Financial
Officer, Chief Accounting Officer, Director
|
Maryna
Bleier
|
29
|
Secretary
|
Levi Jacobson- Chief Executive Officer, Chief operations Officer,
Chief Financial Officer, Chief Accounting Officer,
Director
Mr.
Jacobson studied business and economics at Touro College from 2010
to 2014, when he graduated. After graduation, Mr. Jacobson worked
for Blue Car Enterprise as a Manager/Director specializing in sales
and ad management until August 2015.
Maryna Bleier- Secretary
Mrs.
Bleier graduated from the National Institute of Business in Ukraine
with an International Business and Entrepreneurial Degree in 2008.
From 2009 until 2014 Mrs. Bleier was self-employed as an importer
of Ukrainian goods. The goods she has successfully imported into
the United States have been distributed throughout the Country with
a particular emphasis on Brighton Beach in Brooklyn.
Code of Ethics
Hemp
Naturals, Inc. has not adopted a code of ethics which applies to
the chief executive officer, or principal financial and accounting
officer, because of our level of operations of the public entity in
2016. Hemp Naturals, Inc. intends to adopt a code of ethics
during calendar 2017.
Audit Committee Financial Expert
Hemp
Naturals, Inc. does not have either an Audit Committee or a
financial expert on the Board of Directors. The Board
of Directors believes that obtaining the services of an audit
committee financial expert is not economically rational at this
time in light of the costs associated with
identifying and retaining an individual who would
qualify as an audit committee financial
expert, the limited scope of our operations and the
relative simplicity of our financial statements
and accounting procedures .
Section 16(a) Beneficial Ownership Reporting
Compliance
Section
16(a) of the Exchange Act
requires Hemp Naturals, Inc.'s officers,
directors and persons who own more than ten
percent of a registered class of our equity securities to file
reports of ownership and changes in
ownership with the SEC. Officers, directors and ten percent
stockholders are required by regulation to furnish Hemp Naturals,
Inc. with copies of all Section 16(a) forms they file. During
the year ended November 30, 2016, Hemp Naturals, Inc. believes that
all such persons failed to file the reports required by Section
16(a) of the Exchange Act, including Forms 3, 4 and 5. Based on
representations submitted by such people, Hemp Naturals, Inc. does
not believe that such individuals purchased or sold any Hemp
Naturals, Inc. Common Stock during 2016.
Item 11. EXECUTIVE COMPENSATION
Neither
Mr. Jacobson nor Ms. Bleier is receiving any regular compensation,
cash or otherwise, for their services until such times as revenues
are forthcoming. Mr. Jacobson is the sole director. There is no
option or non-cash compensation plan at this time. No amounts are
paid or payable to the director for acting as such. In the year
ended November 30, 2016, Hemp Naturals, Inc. had one board of
directors meeting. No Board committees have been established. Due
to the small size of Hemp Naturals, Inc.’s operations, the
entire Board of Directors functions as the audit committee; Mr.
Jacobson is not a “financial expert” as defined in
Regulation S-K 407. We have no independent director.
-8-
The
following table sets forth the compensation of the Company's sole
executive officer for the years ended November 30, 2016 and
2015.
Name:
|
Fiscal
Year:
|
Salary, Fees,
Commissions ($):
|
Bonus
($):
|
Stock Awards
($):
|
Stock Options
($):
|
All Other
Compensation ($):
|
Total
($):
|
Levi
Jaconson
CEO, Director
|
20152016
|
--
|
--
|
600-
|
--
|
--
|
6000
|
Maryna
Bleier
Secretary
|
20152016
|
--
|
--
|
600-
|
--
|
--
|
6000
|
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table
sets forth information relating to the beneficial ownership of
Company common stock as of the date of this report by (i) each
person known by Hemp Naturals, Inc. to be the beneficial owner of
more than 5% of the outstanding shares of common stock, and (ii)
each of Hemp Naturals, Inc. ' directors and executive officers.
Unless otherwise noted below, Hemp Naturals, Inc. believes that all
persons named in the table have sole voting and investment power
with respect to all shares of common stock beneficially owned by
them. For purposes hereof, a person is deemed to be the beneficial
owner of securities that can be acquired by such person within 60
days from the date hereof upon the exercise of warrants or options
or the conversion of convertible securities. Each beneficial
owner's percentage ownership is determined by assuming that any
warrants, options or convertible securities that are held by such
person (but not those held by any other person) and which are
exercisable within 60 days from the date hereof, have been
exercised.
Name
|
Common Stock
|
Percentage (1)
|
|
|
|
Levi
Jacobson
|
6,000,000
|
42.8%
|
Maryna
Bleier
|
6,000,000
|
42.8%
|
All
officers and directors as a group (2 persons)
|
12,000,000
|
85.7%
|
(1)
Based on 14,005,983
shares issued and outstanding as of February 21, 2017.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
On
November 18, 2015 the Company issued 6,000,000 shares of restricted
common stock to Levi Jacobson and 6,000,000 shares of restricted
common stock to Maryna Bleier. The shares were issued in exchange
for developing the Company’s business plan. The fair value of
the shares issued as compensation was $0.0001 per share. The
Company recorded 1,220 in stock based compensation.
Director Independence
Currently, the
Company does not have any independent directors. Since the
Company’s Common Stock is not currently listed on a national
securities exchange, we have used the definition of
“independence” of The NASDAQ Stock Market to make
this determination.
Under
NASDAQ Listing Rule 5605(a)(2), an "independent director" is a
"person other than an officer or employee of the company or any
other individual having a relationship which, in the opinion of the
company's board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a
director."
We do
not currently have a separately designated audit, nominating or
compensation committee. However, we do intend to comply with
the independent director and committee composition requirements in
the future.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
During
the period covering the fiscal year ended November 30, 2016, our
principal accounting firm MaloneBailey, LLP was paid $10,000 for
audit and review fees. Audit fees to MaloneBailey, LLP were $2,500
for the period ended November 30, 2015.
No tax
consultant or other fees were paid.
Audit Committees pre-approval policies and procedures
We do
not have an audit committee. Our engagement of Malone Bailey
LLP as our independent registered public accounting firm was
approved by the Board of Directors.
-9-
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibits. The
following exhibits of the Company are included herein.
3.1
|
Articles of Incorporation (1)
|
3.2
|
Bylaws(1)
|
31.01
|
Certification of Chief Executive and Financial Officer pursuant to
Section 302 of the Sarbanes Oxley
Act of 2002. Filed herewith.
|
31.02
|
Certification of Chief Executive and Financial Officer pursuant to
Section 906 of the Sarbanes Oxley
Act of 2002. Filed herewith.
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
__________________
(1)
Incorporated by reference to such exhibit as filed with the
Company’s Form 1-A Offering Statement, file number 024-10523,
filed on January 29, 2016.
|
All
other Exhibits called for by Rule 601 of Regulation S-K are
inapplicable to this filing.
-10-
SIGNATURES
Pursuant to the
requirements of Section 13 or 15(d) 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.
|
|
HEMP
NATURALS, INC.
|
|
|
|
|
|
Date: February 21, 2017
|
|
/s/
Levi
Jacobson
|
|
|
|
Levi Jacobson,
Chief Executive Officer, Chief Financial Officer, and
Director
|
|
|
|
|
|
Pursuant to the
requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates
indicated.
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Date: February 21, 2017
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/s/
Levi
Jacobson
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Levi Jacobson,
Chief Executive Officer, Chief Financial Officer, and
Director
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-11-