UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended July 31, 2017

 

OR

 

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

 

For the transition period from ____________ to ____________

 

Commission File Number 000-55654

 

NUTRIBAND INC.

(Exact name of registrant as specified in its charter)

 

NEVADA		81-1118176
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

309 Celtic Court, Oviedo, Florida		32765
(Address of Principal Executive Offices)		(Zip Code)

 

(385) 881-3385

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name, Former Address and Former Fiscal Year, if changed since last report)

 

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

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☒
		Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

 

The number of shares outstanding of the issuer’s common stock, par value $.001 per share, was 20,767,100 as of September 18, 2017.

 

 

 

NUTRIBAND INC.

 

INDEX

 

	Page
Part I.  Financial Information	1
Item 1. Financial Statements	1
Condensed Consolidated Balance Sheets as of July 31, 2017 (unaudited) and as of January 31, 2017	2
Condensed Consolidated Statements of Operations for the Six and Three Months Ended July 31, 2017 and 2016 (unaudited)	3
Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 31, 2017 and 2016 (unaudited)	4
Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	8
Item 3. Quantitative and Qualitative Disclosures about Market Risk	10
Item 4. Controls and Procedures.	10
Part II. Other Information	11
Item 6. Exhibits.	11
Signatures	12

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS

 

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the Securities and Exchange Commission.

 

The results of operations for the six months ended July 31, 2017 and 2016 are not necessarily indicative of the results for the entire fiscal year or for any other period.

 

 

NUTRIBAND INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
		July 31,				January 31,
		2017				2017
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	7,796			$	27,124
Inventories			3,700				8,048
Prepaid expenses			44,576				2,326
VAT receivable			250				229
Total Current Assets			56,322				37,727
Intangible assets-net			2,452,055				-
TOTAL ASSETS		$	2,508,377			$	37,727
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term debt to related parties		$	9,720			$	8,888
Current portion of long-term debt			1,729				1,581
Accounts payable and accrued expenses			6,465				4,149
Total Current Liabilities			17,914				14,618
Long-term debt-less current portion			-				-
Total Liabilities			17,914				14,618
Commitments and Contingencies			-				-
STOCKHOLDERS’ EQUITY :
Preferred stock, $.001 par value, 10,000,000 shares authorized, -0- outstanding			-				-
Common stock, $.001 par value, 100,000,000 shares authorized; 20,767,100 and 15,572,100 shares issued and outstanding at July 31, 2017 and January 31, 2017, respectively			20,767				15,572
Additional paid-in-capital			2,775,597				183,292
Accumulated other comprehensive income			142				1,709
Accumulated deficit			(306,043	)			(177,464	)
Total Stockholders’ Equity			2,490,463				23,109
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	2,508,377			$	37,727

 

See notes to unaudited consolidated financial statements

 

 

NUTRIBAND INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
		Three Months Ended								Six Months Ended
		July 31,								July 31,
		2017				2016				2017				2016
Revenue		$	-			$	-			$	-			$	-
Costs and expenses:
Selling, general and administrative			92,962				35,623				128,579				87,704
Loss from operations before provision for income taxes			(92,962	)			(35,623	)			(128,579	)			(87,704	)
Provision for income taxes			-				-				-				-
Net loss		$	(92,962	)		$	(35,623	)		$	(128,579	)		$	(87,704	)
Net loss per common share-basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.01	)		$	(0.00	)
Weighted average common shares outstanding
- basic and diluted			19,550,361				22,375,000				17,594,199				22,325,549
Other Comprehensive Income (Loss):
Net loss		$	(92,962	)		$	(35,623	)		$	(128,579	)		$	(87,704	)
Foreign currency translation adjustment			(1,471	)			262				(1,567	)			(345	)
Total Comprehensive Loss		$	(94,433	)		$	(35,361	)		$	(130,146	)		$	(88,049	)

 

See notes to unaudited consolidated financial statements

 

 

NUTRIBAND INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
		Six Months Ended				Six Months Ended
		July 31, 2017				July 31, 2016
Cash flows from operating activities:
Net loss		$	(128,579	)		$	(87,704	)
Adjustments to reconcile net loss to net cash  used in operating activities:
Amortization			47,945
Expenses paid on behalf of Company by related party			-				458
Changes in operating assets and liabilities:
Inventories			4,348				(27,986	)
Prepaid expenses			15,250
Accounts payable and accrued expenses			2,307				14,913
Net Cash Used In Operating Activities			(58,729	)			(100,319	)
Cash flows from investing activities:
Net Cash Provided by Investing Activities			-				-
Cash flows from financing activities:
Proceeds from sale of common stock			40,000				100,000
Payment of long-term debt			-				(458	)
Proceeds from related parties			8,250				7,500
Payment of related party payables			(8,250	)			(600	)
Net Cash Provided by Financing Activities			40,000				106,442
Effect of exchange rate on cash			(599	)			6
Net increase (decrease) in cash			(19,328	)			6,129
Cash and cash equivalents - Beginning of period			27,124				100
Cash and cash equivalents - End of period		$	7,796			$	6,229
Supplementary information:
Cash paid for:
Interest		$	-			$	-
Income taxes		$	-			$	-
Non-cash Investing Activities:
Common stock issued for purchase of patents		$	2,500,000			$	-
Common stock issued for prepaid expenses		$	57,500			$	-

 

See notes to unaudited consolidated financial statements

 

 

NUTRIBAND INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE SIX AND THREE

MONTHS ENDED JULY 31, 2017 AND 2016

 

1.	DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The consolidated balance sheet as of July 31, 2017 and the consolidated statements of operations and cash flows for the periods presented have been prepared by Nutriband, Inc. and Subsidiary (the “Company” or “Nutriband”) and are unaudited. The consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in stockholders’ deficiency and cash flows for all periods presented have been made. The information for the consolidated balance sheet as of January, 31, 2017 was derived from audited financial statements of the Company.

 

Organization

 

Nutriband Inc. (the “Company” or “Nutriband”) was incorporated in the State of Nevada in January 2016. In January 2016, the Company acquired Nutriband Ltd. (“Nutriband Ltd”), a company registered in Dublin, Ireland, to enter the health supplement market with new applications of transdermal patches for delivery of supplements. Nutriband Ltd. moved manufacturing and operations to the United States during 2016. The product line consists of three products: an Energy Patchline, Weight Management Patchline, and a Multivitamin Patchline.

 

Going Concern

 

The consolidated financial statements for the six months ended July 31, 2017, have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.  The Company has a past history of recurring losses from operations.  The Company will require additional funding to execute its future strategic business plan.  Successful business operations and its transition to attaining profitability are dependent upon obtaining additional financing and achieving a level of revenue to support its cost structure.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

Management acquired Nutriband Ltd. in 2016 to enter the health supplement market. The Company is also exploring some acquisition opportunities which would expand the Company’s operations into the pharmaceutical field.

 

Management believes these acquisitions will be profitable and the cash flows from these operations will enable the Company to fund the operations of the consolidated group over the next twelve months. Therefore, the annual financial statements continue to be prepared on a going concern basis.

 

Significant Accounting Policies

 

Principles of Consolidation

 

The consolidated financial statements of the Company include the Company and its wholly-owned subsidiary. All material intercompany balances and transactions have been eliminated.

 

Evaluation of Long-lived Assets

 

Patents represent an important component of the Company’s total assets .The Company amortizes its patents on a straight-line basis over the estimated useful lives of the assets. Management reviews long-lived assets for potential impairment whenever significant events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Impairment exists when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the estimated undiscounted cash flows expected to result from the use and eventual disposition of the asset. If impairment exists, the resulting write-down would be the difference between fair market value of the long-lived asset and the related net book value. There was no impairment as of July 31, 2017.

 

The Company’s significant accounting policies are summarized in Note 1 of the Company’s Annual Report on Form 10-K for the year ended January 31, 2017. There were no significant changes to these accounting policies during the six months ended July 31, 2017 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material effect on its financial statements.

 

 

2.

INVENTORIES

 

Inventory as of July 31, 2017 and January 31, 2017 are as follows:

 

			July 31,				January 31,
			2017				2017
	Finished goods		$	3,700			$	8,048
	Work in progress			-				-
	Raw materials			-				-
			$	3,700			$	8,048

 

3.

DEBT

 

Short-term debt-related parties as of July 31, 2017 and January 31, 2017, consists of loans from officers and related parties, that are interest free and due on demand. As of July 31, 2017, and January 31, 2017, short-term debt amounted to $9,720 and $8,888, respectively.

 

Long-term debt as of July 31, 2017 and January 31, 2017, consists of a loan from South County Dublin Council that is interest free with monthly payments of $75. The loan is due October 2017. As of July 31, 2017, and January 31, 2017, the total balance of long-term debt (current portion) amounted to $1,729 and $1,581, respectively.

 

4.

RELATED PARTY TRANSACTIONS

 

a)

As of July 31, 2017 and January 31, 2017, Ann Sheridan, mother of the Chief Executive Officer and a Director of Nutriband Limited (Ireland), advanced the Company $9,720 and $8,888, respectively, for operating capital. The advance is interest free and due on demand.

 

b)

During the year ended January 31, 2017, the Company’s Chief Financial Officer advanced the Company $22,950 for operating capital all of which was repaid as of January 31, 2017. The advance is interest free and due on demand. During the six months ended July 31, 2017, the Chief Financial Officer loaned an additional $8,250, all of which was repaid as of July 31, 2017.

 

 

5.

WARRANTS

 

The following table summarizes the changes in warrants outstanding and the related price of the shares of the Company’s common stock issued to non-employees of the Company. The warrants were granted in connection with the proceeds of the sale of common stock with Nociota Holdings Limited in February, 2016 and November, 2016. The fair value of the warrants issued amounted to $142,434. In 2017, warrants were granted in connection with proceeds of the sale of common stock with four individuals. The fair value of the warrants issued amounted to $35,000.

 

							Exercise				Remaining		Intrinsic
			Shares				Price				Life		Value
	Outstanding, February 1, 2017			650,000			$	1.35			2.2 years
	Granted			80,000				3.50			3.0 years
	Expired/Cancelled			-
	Exercised			-
	Outstanding-period ending July 31, 2017			730,000			$	1.58			1.85 years		$	-
	Exercisable - period ending July 31, 2017			500,000			$	0.70			1.55 years		$	-

 

6.

STOCKHOLDERS’ EQUITY

 

In June and July 2017, the Company received proceeds of $40,000 and issued 80,000 shares of common stock. The shares were valued at $0.50 per share, the fair value at the time of issuance. In connection with the sale of common stock, the Company issued warrants to purchase 80,000 shares of common stock at $3.50 per share expiring three years from the date of issuance.

 

During the six months ended July 31, 2017, the Company issued 115,000 shares as compensation for services rendered. The fair value of the shares issued was $57,500, of which $13,750 was expensed during the six months ended July 31, 2017.

 

In May 2017, the Company acquired the rights, title and interest in Transdermal Patch and Formation as described in the U.S. Patent Applications on February 6, 2017 from Advanced Health Brands, Inc. in exchange for 5,000,000 shares of the Company’s common stock valued at $2,500,000 based on the most recent issuance of the Company’s common stock for cash of $0.50.

 

7.

INTANGIBLES

 

As of July 31, 2017, the Company has not recognized any income or cash flow from the use of the patents. The patents are provisional patents and the Company will have one year from the date of issue to finalize the applications. The Company will continue its plans to utilize the patents. The patents are amortized over its useful life of ten years. As of July 31, 2017, the remaining useful life is 9.8 years.

 

The components of intangible assets are as follows:

 

	Patents
	Balance February 1, 2017		$	-
	Acquisition of patents in 2017			2,500,000
	Amortization for the period ended July 31, 2017			(47,945	)
	Balance July 31, 2017		$	2,452,055

 

8.

SUBSEQUENT EVENTS

 

In September 2017, the Company received a $15,000 interest free advance from TII Jet Services.

 

 

ITEM 2.

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

 

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto and other financial information included elsewhere in this report.

 

Certain statements contained in this report, including, without limitation, statements containing the words “believes,” “anticipates,” “expects” and words of similar import, constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including our ability to create, sustain, manage or forecast our growth; our ability to attract and retain key personnel; changes in our business strategy or development plans; competition; business disruptions; adverse publicity; and international, national and local general economic and market conditions.

 

GENERAL

 

Overview

 

The Company was incorporated in the State of Nevada on January 4, 2016. We plan to enter the health supplement market with new applications of transdermal patches for delivery of supplements and OTC products.

 

RESULTS OF OPERATIONS

 

THREE MONTHS ENDED July 31, 2017

 

Revenues

 

Our revenue was $-0- and we incurred a net loss of $92,962 for the three months ended July 31, 2017.

 

General and Administrative Expenses

 

For the three months ended July 31, 2017 our selling, general and administrative expenses were $92,962 primarily due to professional fees and amortization expense. The increase from 2016 is primarily due to the amortization of the recently acquired patents and an increase in legal fees.

 

SIX MONTHS ENDED July 31, 2017

 

Revenues

 

Our revenue was $-0- and we incurred a net loss of $128,579 for the six months ended July 31, 2017.

 

General and Administrative Expenses

 

For the six months ended July 31, 2017 our selling, general and administrative expenses were $128,579 primarily due to professional fees and amortization expense. The increase from 2016 is primarily due to the amortization of the recently acquired patents and an increase in legal fees.

 

THREE MONTHS ENDED July 31, 2016

 

Revenues

 

Our revenue was $-0- and we incurred a net loss of $35,623 for the three months ended July 31, 2016.

 

General and Administrative Expenses

 

For the three months ended July 31, 2016 our selling, general and administrative expenses were $35,623.

 

SIX MONTHS ENDED July 31, 2016

 

Revenues

 

Our revenue was $-0- and we incurred a net loss of $87,704 for the six months ended July 31, 2016.

 

General and Administrative Expenses

 

For the six months ended July,31 2016 our Selling, general and administrative expenses were $87,804.

 

 

LIQUIDITY AND CAPITAL REQUIREMENTS

 

Overview

 

As of July 31, 2017, the Company had $7,796 in cash. We do not have sufficient resources to effectuate our business.

 

We expect to incur a minimum of $85,000 in expenses during the next twelve months of operations. We estimate that these expenses will be comprised primarily of general expenses including marketing and research and development costs, overhead, legal and accounting fees. 

 

We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

 

Going Concern

 

The Company has not generated any revenues, has recurring net losses as of July 31, 2017, and used cash in operations of $58,729 in the six-month period ended July 31, 2017. In addition, as of January 31, 2017 and July 31, 2017, the Company had accumulated deficits of $177,464 and $306,043 respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to continue its operations is dependent on the execution of management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements.

 

There can be no assurances that the Company will be successful in generating additional cash from the equity/debt markets or other sources to be used for operations. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Based on the Company’s current resources, the Company will not be able to continue to operate without additional immediate funding. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.

 

Estimated 2017 Capital Requirements

 

We estimate our capital requirements over the next twelve months for the development and marketing of our products to be $85,000 to $150,000.

  

Off Balance Sheet Arrangements

 

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Critical Accounting Policies

 

The discussion and analysis of our plan of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect our reported results of operations and the amount of reported assets and liabilities.

 

Some accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. Actual results may differ from the estimates and assumptions used in the preparation of our consolidated financial statements.

 

It is the opinion of the Company that inflation has not had a material effect on its operations.

 

New Financial Accounting Standards

 

Management does not believe that any recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the consolidated financial statements included herewith.

 

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Credit Risk - Our accounts receivables would be subject, in the normal course of business, to collection risks. We plan to assess these risks and establish policies and business practices to protect against the adverse effects of collection risks.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable.

 

ITEM 4.

CONTROLS AND PROCEDURES

 

a. Disclosure controls and procedures.

 

As of the end of period covered by this report, the Company carried out an evaluation, with the participation of the Company’s Chief Executive Officer and Principal Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Company’s Chief Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were not effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

 

b. Changes in internal controls over financial reporting.

 

No changes were made to the Company’s internal controls in the quarterly period covered by this report that have materially affected, or are reasonably likely materially to affect, the Company’s internal control over financial reporting.

 

 

PART II—OTHER INFORMATION

 

ITEM 6.

EXHIBITS.

 

31*		Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32**		Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

 

*	Filed herewith
**	Furnished herewith

 

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

 

SEC Ref. No.		Title of Document
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Label Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document

 

The XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	NUTRIBAND INC.
Dated: September 19, 2017	BY:	/s/ Gareth Sheridan
		Gareth Sheridan
		President and Chief Executive Officer

 

 

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