Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended May 31, 2016
Commission
File No: 000-55590
HEMP NATURALS, INC.
(Exact
Name of Registrant As Specified In Its Charter)
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Delaware
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47-5604166
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(State
or other jurisdiction
of
incorporation or organization)
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IRS
I.D.
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16950 North Bay Road, Suite 1803
Sunny Isles Beach, Florida 33160
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(47) 301-8431
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(Address
of principal executive offices)
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(Issuer’s
telephone number)
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(360) 470-8634
(Name,
address and telephone number of agent for service)
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 whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act.
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Large
accelerated filer
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☐
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Accelerated
Filer
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☐
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Non-accelerated
filer
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☐
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Smaller
Reporting Company
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☒
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(Do not
check if smaller reporting company)
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Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
Indicate
the number of shares outstanding of each of the issuer’s
classes of common equity, as of the latest practicable date: As of
February 21, 2017 the Company had outstanding 14,005,983 shares of
its common stock, par value $0.0001.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, including "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in Item 2 of Part I of this report include
forward-looking statements. These statements involve known and
unknown risks, uncertainties and other factors that may cause our
actual results, levels of activity, performance or achievements to
be materially different from any future results, levels of
activity, performance, or achievements expressed or implied by
forward-looking statements.
In some cases, you can identify forward-looking statements by
terminology such as "may," "should," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential,"
"proposed," "intended," or "continue" or the negative of these
terms or other comparable terminology. You should read statements
that contain these words carefully, because they discuss our
expectations about our future operating results or our future
financial condition or state other "forward-looking" information.
There may be events in the future that we are not able to
accurately predict or control. Before you invest in our securities,
you should be aware that the occurrence of any of the events
described in this Quarterly Report could substantially harm our
business, results of operations and financial condition, and that
upon the occurrence of any of these events, the trading price of
our securities could decline and you could lose all or part of your
investment. Although we believe that the expectations reflected in
the forward-looking statements are reasonable, we cannot guarantee
future results, growth rates, levels of activity, performance or
achievements. We are under no duty to update any of the
forward-looking statements after the date of this Quarterly Report
to conform these statements to actual results.
TABLE OF CONTENTS
HEMP NATURALS, INC.
INDEX
PART I-FINANCIAL INFORMATION
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ITEM
1
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FINANCIAL
STATEMENTS
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F1
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Balance
Sheets at May 31, 2016 (unaudited) and November 30,
2015
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F1
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Statements
of Operations for the Three and Six Months ended May 31, 2016
(unaudited)
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F2
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Statements
of Cash Flows for the Six Months ended May 31, 2016
(unaudited)
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F3
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Notes
to Unaudited Financial Statements
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F4-F8
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ITEM
2
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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3
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ITEM
3
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QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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4
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ITEM
4
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CONTROLS
AND PROCEDURES
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4
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PART II-OTHER INFORMATION
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ITEM
1
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LEGAL
PROCEEDINGS
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5
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ITEM
1A
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RISK
FACTORS
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ITEM
2
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UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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5
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ITEM
3
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DEFAULTS
UPON SENIOR SECURITIES
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5
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ITEM
4
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MINE
SAFETY DISCLOSURES
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5
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ITEM
5
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OTHER
INFORMATION
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5
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ITEM
6
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EXHIBITS
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5
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SIGNATURES
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6
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-2-
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
HEMP NATURALS, INC.
BALANCE SHEETS
(Unaudited)
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May
31,
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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46,117
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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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48,646
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100
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TOTAL
ASSETS
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$48,646
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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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-
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3,099
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Total Current
Liabilities
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-
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3,099
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TOTAL
LIABILITIES
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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 May 31, 2016 and November 30, 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 May 31, 2016 and
November 30, 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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70,078
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10,100
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Accumulated
Deficit
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(22,833)
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(14,319)
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Total
Stockholders’ Equity/(Deficit)
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$48,646
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$(2,999)
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TOTAL LIABILITIES
& STOCKHOLDERS’ EQUITY/(DEFICIT)
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$48,646
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$100
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The
accompanying notes are an integral part of these unaudited
financial statements.
-F-1-
HEMP NATURALS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months
Ended
May 31,
2016
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Six Months
Ended
May 31,
2016
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Revenues
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$-
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$-
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Total
Revenues
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-
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-
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General
& Administrative Expenses
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Organization and
Related Expenses
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2,124
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2,164
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Professional
fees
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6,350
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6,350
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Total
General & Administrative Expenses
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8,474
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8,514
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Net
Loss
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$(8,474)
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$(8,514)
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Basic
and Diluted Net Loss Per Common Share
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$(0.00)
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$(0.00)
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Weighted
average number of common shares outstanding – basic and
diluted
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13,684,644
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12,946,378
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The
accompanying notes are an integral part of these unaudited
financial statements.
-F-2-
HEMP NATURALS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
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Six Months Ended
May 31, 2016
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CASH FLOWS FROM
OPERATING ACTIVITIES
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Net
loss
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$(8,514)
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Adjustment to
reconcile net loss to net cash used in operating
activities:
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Expenses
contributed to capital
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3,449
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Changes in current
assets and liabilities:
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Deposits
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(1,530)
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Inventory
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(999)
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Accrued
expenses
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(3,099)
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Net cash provided
used in operating activities
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(10,693)
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CASH FLOWS FROM
FINANCING ACTIVITIES
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Proceeds
from sale of common stock
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55,030
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Contributions
from related party
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1,680
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Net cash
provided by financing activities
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56,710
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Net increase in
cash and cash equivalents
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46,017
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Cash and cash
equivalents at beginning of year
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100
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Cash and cash
equivalents at end of year
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46,117
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SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
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Cash paid
for:
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Interest
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$-
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Income
taxes
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$-
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The
accompanying notes are an integral part of these unaudited
financial statements.
-F-3-
Hemp Naturals, Inc.
Notes to the unaudited 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 unaudited interim 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 unaudited
interim financial statements. While the information presented in
the accompanying interim financial statements for the three and six
months ended May 31, 2016 is unaudited, it includes all adjustments
which are, in the opinion of management, necessary to present
fairly the financial position, results of operations and cash flows
for the interim period presented in accordance with the accounting
principles generally accepted in the United States of America. In
the opinion of management, all adjustments considered necessary for
a fair presentation of the results of operations and financial
position have been included and all such adjustments are of a
normal recurring nature. The accompanying unaudited interim
financial statements should be read in conjunction with the
Company’s audited financial statements (and notes thereto)
for the period from November 13 (date of inception) to November 30,
2015 included elsewhere in the Company’s Form 1-A filed with
the SEC on January 29, 2016. Operating results for the three and
six months ended May 31, 2016 are not necessarily indicative of the
results that can be expected for the year ending November 30,
2016.
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 unaudited interim 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 May 31, 2016 and November
30, 2015 were $46,117 and $100, respectively.
Related Parties
The
Company follows ASC 850, Related Party Disclosures, for the
identification of related parties and disclosure of related party
transactions.
-F-4-
Note 3 – Going Concern
The
Company’s unaudited interim 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 unaudited interim
financial statements. These adverse conditions are negative
financial trends, specifically operating loss, working capital
deficiency, 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
unaudited interim 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.
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 May 31, 2016.
Note 5 – Stockholders’ 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 May 31, 2016 and
November 30, 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 May
31, 2016 and November 30, 2015, respectively.
The
Company does not have any potentially dilutive instruments as of
May 31, 2016 and, thus, anti-dilution issues are not
applicable.
In
March and April of 2016, a total of 1,803,983 shares of common
stock at par value of $.0001 were sold to 37 purchasers for cash of
$55,030.
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.
-F-5-
Additional Paid In Capital
During
the six months ended May 31, 2016, our CEO contributed and paid
expenses on behalf of the company for a combined $4,279 which is
recorded as additional paid in capital. Two shareholders also paid
operating expenses totaling $850 which are recorded as additional
paid in capital.
Note 6 – Related-Party Transactions
Contributed Capital
As of
May 31, 2016, our CEO has provided the Company contributed capital
totaling $4,279 and two shareholders have provided the Company
contributed capital totaling $850.
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 $1,200 in stock based compensation for management
services.
In
March and April of 2016, a total of 1,803,983 shares of common
stock at par value of $.0001 were sold to 37 purchasers for cash of
$55,030.
Note 7 – Subsequent Events
Our
Secretary contributed rental space to the Company at $5,000/month
from July 1, 2016, which is recorded as additional paid in
capital.
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.
-F-6-
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
This Management’s Discussion and Analysis of Financial
Condition and Results of Operations should be read in conjunction
with our unaudited consolidated financial
statements.
Forward-Looking Statements
Certain
statements, other than purely historical information, including
estimates, projections, statements relating to our business plans,
objectives, and expected operating results, and the assumptions
upon which those statements are based, are “forward-looking
statements.” These forward looking statements generally are
identified by the words “believes,”
“project,” “expects,”
“anticipates,” “estimates,”
“intends,” “strategy,” “plan,”
“may,” “will,” “would,”
“will be,” “will continue,” “will
likely result,” and similar expressions. Forward-looking
statements are based on current expectations and assumptions that
are subject to risks and uncertainties which may cause actual
results to differ materially from the forward looking statements.
Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain. Factors which could have a
material adverse effect on our operations and future prospects on a
consolidated basis include, but are not limited to: changes in
economic conditions, legislative/regulatory changes, availability
of capital, interest rates, competition, and generally accepted
accounting principles. These risks and uncertainties should also be
considered in evaluating forward-looking statements and undue
reliance should not be placed on such statements.
Critical Accounting Policies and Estimates
Our unaudited interim financial statements and related public
financial information are based on the application of accounting
principles generally accepted in the United States ("US GAAP"). US
GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenues and expenses amounts
reported. These estimates can also affect supplemental information
contained in our external disclosures including information
regarding contingencies, risk and financial condition. We believe
our use of estimates and underlying accounting assumptions adhere
to GAAP and are consistently and conservatively applied. We base
our estimates on historical experience and on various other
assumptions that we believe to be reasonable under the
circumstances. Actual results may differ materially from these
estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our
unaudited interim financial statements.
We believe the following is among the most critical accounting
policies that impact our unaudited interim financial statements. We
suggest that our significant accounting policies, as described in
our unaudited interim financial statements in the Summary of
Significant Accounting Policies, be read in conjunction with this
Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Accounting Standard Codification ("ASC") Topic 605
We recognize revenue in accordance with ASC Topic 605,
“Revenue Recognition” when persuasive evidence of an
arrangement exists, delivery has occurred, the sales price is fixed
or determinable, and collectability is reasonably
assured.
Off-Balance Sheet Arrangements
We do
not have any off-balance sheet arrangements.
Overview
Second Quarter Result of Operations
Total
revenue for the current year second quarter was $0. Second quarter
income was $0.
Expense Overview
Expenses
for second quarter consisted of SG&A operating expenses.
General and Administrative expenses mainly consist of organization
and related expenses and professional fees. General and
Administrative expenses for the three and six months ended May 31,
2016 were $8,474 and $8,514 respectively.
-3-
Net loss
Net
loss for the three and six months ended May 31, 2016 was $8,474 and
$8,514 respectively.
Liquidity and Capital Resources
Cash and Cash Equivalents
Our
cash and cash equivalents at the beginning of the three month
period ended May 31, 2016 was $100 and increased to $46,117 at the
end of the period. The increase was primarily due to the financing
activities described below.
Operating Activities
Operating
activities used $10,693 of cash during the six months ended May 31,
2016. Additional paid-in capital from our CEO and two shareholders
provided $3,449, while total changes of $5,628 in deposits,
inventory and accrued expenses accounted for the remaining change
in operating activities for the period.
Financing Activities
Financing
Activities provided $56,710 of cash during the six months ended May
31, 2016, primarily due to the sale of 1,805,983 shares of common
stock.
Working Capital
Our
working capital was ($2,999) and $48,646 on November 30, 2015 and
May 31, 2016, respectively.
Liabilities
Liabilities
were $3,099 at November 30, 2015 and $0 at May 31,
2016.
Going Concern
The
Company’s
unaudited interim 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 unaudited interim
financial statements. These adverse conditions are negative
financial trends, specifically operating loss, working capital
deficiency, 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
unaudited interim 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.
-4-
Item 3. Quantitative and Qualitative Disclosures about Market
Risk
Pursuant
to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company
is not required to provide the information required by this Item as
it is a “ smaller reporting company,” as defined by
Rule 229.10(f)(1).
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We
conducted an evaluation under the supervision and with the
participation of our management, including our Chief Executive
Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. The term “disclosure
controls and procedures,” as defined in Rules 13a-15(e) and
15d-15(e) under the Securities and Exchange Act of 1934, as amended
(“Exchange Act”), means controls and other procedures
of a company that are designed to ensure that information required
to be disclosed by the company in the reports it files or submits
under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and
Exchange Commission’s rules and forms. Disclosure controls
and procedures also include, without limitation, controls and
procedures designed to ensure that information required to be
disclosed by a company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the
company’s management, including its principal executive and
principal financial officers, or persons performing similar
functions, as appropriate, to allow timely decisions regarding
required disclosure. Based on this evaluation, our Chief Executive
Officer concluded as of May 31, 2016 that our disclosure controls
and procedures were not effective at ensuring that the material
information required to be disclosed in the Exchange Act reports is
recorded, processed, summarized and reported as required in
applicable SEC rules and forms. Through the use of external
consultants and the review process, management believes that the
unaudited interim financial statements and other information
presented herewith are materially correct.
Changes in Internal Control over Financial Reporting
During
the quarter ended May 31, 2016, there were no changes in our
internal control over financial reporting identified in connection
with management’s evaluation of the effectiveness of our
internal control over the financial reporting that have materially
affected, or are reasonably likely to materially affect, our
internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act.
-5-
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Neither
the Company nor its property is a party to any pending legal
proceeding.
Item 1A. Risk Factors
The
Company is not required to provide the information required by this
Item as it is a “ smaller reporting company,” as
defined by Rule 229.10(f)(1).
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
Item 6. Exhibits
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Exhibit Number
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Description of Exhibit
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31.1
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Certification
of Chief Executive Officer and Chief Financial Officer, pursuant to
Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of
the Sarbanes-Oxley Act of 2002.(filed herewith)
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32.1
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Certification
of the Chief Executive Officer and Chief Financial Officer pursuant
to 18 United States Code Section 1350, as enacted by Section 906 of
the Sarbanes-Oxley Act of 2002 (filed herewith)
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101
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The
following materials from the Company’s Quarterly Report on
Form 10-Q for the quarter ended May 31, 2016 formatted in XBRL
(Extensible Business Reporting Language): (i) the Consolidated
Balance Sheets, (ii) the Consolidated Statements of Income, (iii)
the Consolidated Statements of Stockholders’ Equity, (iv) the
Consolidated Statements of Cash Flows and (v) the Notes to
Consolidated Financial Statements, tagged as blocks of text.
(1)
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(1)
Users of this data
are advised that pursuant to Rule 406T of Regulation S-T, this XBRL
information is being furnished and not filed herewith for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended,
and Sections 11 or 12 of the Securities Act of 1933, as amended,
and is not to be incorporated by reference into any filing, or part
of any registration statement or prospectus, of Hemp Naturals Inc.,
whether made before or after the date hereof, regardless of any
general incorporation language in such filing.
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SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report on Form 10-Q to be signed on its
behalf by the undersigned, thereunto duly authorized.
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HEMP NATURALS INC.
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Dated:
February 21, 2017
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By:
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/s/ Levi
Jacobson
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Levi
Jacobson
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Chief
Executive Officer, Chief Financial Officer, Director
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