Attached files

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EX-99.2 - UNAUDITED PRO FORMA - GridIron BioNutrients, Inc.mycloudz_ex992.htm
EX-10.3 - INDEMNIFICATION AGREEMENT - GridIron BioNutrients, Inc.mycloudz_ex103.htm
EX-10.2 - INDEMNIFICATION AGREEMENT - GridIron BioNutrients, Inc.mycloudz_ex102.htm
EX-10.1 - INDEMNIFICATION AGREEMENT - GridIron BioNutrients, Inc.mycloudz_ex101.htm
EX-2.1 - SHARE EXCHANGE AGREEMENT - GridIron BioNutrients, Inc.mycloudz_ex21.htm
8-K - FORM 8-K - GridIron BioNutrients, Inc.mycloudz_8k.htm

EXHIBIT 99.1

 

GRIDIRON BIONUTRIENTS, INC.

Financial Statements

August 31, 2017

 

Table of Contents

 

Page

 

Report of Independent Registered Accounting Firm

F-2

 

 

Balance Sheet as of August 31, 2017

F-3

 

 

Statement of Operations for the Period of July 20, 2017 (Inception) to August 31, 2017

F-4

 

 

Statement of Changes in Stockholders’ Deficit for the Period of July 20, 2017 (Inception) to August 31, 2017

F-5

 

 

Statement of Cash Flows for the Period of July 20, 2017 (Inception) to August 31, 2017

F-6

 

 

Notes to Financial Statements

F-7 – F-11

 


 
F-1
 
 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of Gridiron BioNutrients, Inc.

 

We have audited the accompanying balance sheet of Gridiron BioNutrients, Inc. as of August 31, 2017, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the period of July 20, 2017 (inception) to August 31, 2017. Gridiron BioNutrients, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit 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 audit provides 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 Gridiron BioNutrients, Inc. as of August 31, 2017, and the results of its operations and its cash flows for the period of July 20, 2017 (inception) to August 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has a history of operating losses, has limited cash resources, and its viability is dependent upon its ability to meet future financing requirements. These factors raise substantial doubt about the Company’s 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.

 

  

Fruci & Associates ll, PLLC

Spokane, WA

September 29, 2017

 

 
F-2
 
 

 

GRIDIRON BIONUTRIENTS, INC.

 

BALANCE SHEET

 

AUGUST 31, 2017

 

 

 

 

 

ASSETS

 

Current assets

 

 

 

Cash

 

$ 25

 

Total current assets

 

 

25

 

 

 

 

 

 

Trademarks

 

 

2,800

 

 

 

 

 

 

Total assets

 

$ 2,825

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities

 

 

 

 

Related party payable

 

$ 16,101

 

Total current liabilities

 

 

16,101

 

 

 

 

 

 

Commitments and contingencies

 

 

-

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

Common stock, $0.001 par value; 75,000,000 shares authorized; 200,000 shares issued and outstanding

 

 

200

 

Additional paid in capital

 

 

-

 

Accumulated deficit

 

 

(13,476 )

Total stockholders' deficit

 

 

(13,276 )

 

 

 

 

 

Total liabilities and stockholders' deficit

 

$ 2,825

 

    

The accompanying notes are an integral part of these financial statements.

 

 
F-3
 
 

 

GRIDIRON BIONUTRIENTS, INC.

 

STATEMENT OF OPERATIONS

 

PERIOD OF JULY 20, 2017 (INCEPTION) TO AUGUST 31, 2017

 

 

 

 

 

Revenue

 

$ -

 

 

 

 

 

 

Operating expenses

 

 

 

 

General and administrative

 

 

13,476

 

Total operating expenses

 

 

13,476

 

 

 

 

 

 

Net loss before income taxes

 

 

(13,476 )

 

 

 

 

 

Provision for income tax

 

 

-

 

 

 

 

 

 

Net loss

 

$ (13,476 )

 

 

 

 

 

Net loss per common share, basic and diluted

 

$ (2.90 )

 

 

 

 

 

Weighted average common shares outstanding, basic and diluted

 

 

4,651

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 
F-4
 
 

 

GRIDIRON BIONUTRIENTS, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

PERIOD OF JULY 20, 2017 (INCEPTION) TO AUGUST 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional

Paid in

 

 

Accumulated

 

 

 

 

 

 

Number

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

Common shares issued to founders

 

 

200,000

 

 

 

200

 

 

 

-

 

 

 

-

 

 

 

200

 

Net loss, period ended August 31, 2017

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(13,476 )

 

 

(13,476 )

Balance, August 31, 2017

 

 

200,000

 

 

$ 200

 

 

$ -

 

 

$ (13,476 )

 

$ (13,276 )

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 
F-5
 
 

 

GRIDIRON BIONUTRIENTS, INC.

 

STATEMENT OF CASH FLOWS

 

PERIOD OF JULY 20, 2017 (INCEPTION) TO AUGUST 31, 2017

 

 

 

 

 

Cash flows from operating activities

 

 

 

Net loss

 

$ (13,476 )

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

Stock based compensation

 

 

200

 

Expenses paid on behalf of company

 

 

13,276

 

Net cash used in operating activities

 

 

-

 

 

 

 

 

 

Cash flows from investing activities

 

 

-

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Advances from related parties

 

 

25

 

Net cash provided by financing activities

 

 

25

 

 

 

 

 

 

Cash, beginning of period

 

 

-

 

Net change in cash

 

 

25

 

Cash, end of period

 

$ 25

 

 

 

 

 

 

Supplemental cash flow information

 

 

 

 

Cash paid for income taxes

 

$ -

 

Cash paid for interest

 

$ -

 

 

 

 

 

 

Supplemental disclosure of non-cash investing activities

 

 

 

 

Trademark costs paid by related party

 

$ 2,800

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 
F-6
 
 

 

GRIDIRON BIONUTRIENTS, INC.

Notes to Financial Statements

August 31, 2017

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Gridiron BioNutrients, Inc. (the “Company” or “Gridiron”) was formed under the laws of the state of Nevada on July 20, 2017 to develop and distribute a retail line of health water infused with probiotics and minerals.

 

The Company has elected a December 31 year end.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

This summary of accounting policies for Gridiron is presented to assist in understanding the Company’s financial statements. The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting) and have been consistently applied in the preparation of the financial statements.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. Estimates are used when accounting for fair value calculations related to embedded conversion features of outstanding convertible notes payable.

 

Cash

 

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The Company held no cash equivalents as of August 31, 2017. As of August 31, 2017, the Company did not hold cash with any one financial institution in excess of the FDIC insured limit of $250,000.

 

Revenue recognition

 

The Company follows paragraph 605-10-S99 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company primarily generates revenues through the sale of products through its website and at industry tradeshows.

 

Fair Value of Financial Instruments

 

Fair value of certain of the Company’s financial instruments including cash, account payable, accrued expenses, notes payable, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments.

 

Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk.

 

Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

 

 
F-7
 
 

 

GRIDIRON BIONUTRIENTS, INC.

Notes to Financial Statements

August 31, 2017

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Fair Value of Financial Instruments (continued)

 

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

 

Level 2: 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; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

 

Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values.

 

Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income.

 

The Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with ASC 825-10 as of August 31, 2017.

 

Income Taxes

 

Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Use of net operating loss carry forwards for income tax purposes may be limited by Internal Revenue Code section 382 if a change of ownership occurs.

 

Basic Income (Loss) Per Share

 

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There were no potentially dilutive shares outstanding during the period ended August 31, 2017.

 

Dividends

 

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.

 

Advertising Costs

 

The Company’s policy regarding advertising is to expense advertising when incurred. We incurred a total of $8,758 of advertising costs during the period ended August 31, 2017.

 

Stock-Based Compensation

 

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of subtopic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”) and subtopic 718-20 for awards classified as equity to employees. There was $200 of stock based compensation during the period ended August 31, 2017.

 

 
F-8
 
 

 

GRIDIRON BIONUTRIENTS, INC.

Notes to Financial Statements

August 31, 2017

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Related Parties

 

The registrant follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

 

Pursuant to Section 850-10-20 the Related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the registrant; (e) management of the registrant; (f) other parties with which the registrant may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Accounts Receivable

 

Accounts receivable balances are established for amounts owed to the Company from its customers from the sale of products. The Company closely monitors the collectability of outstanding accounts receivable and provide an allowance for doubtful accounts based on estimated collections of outstanding amounts. There was no outstanding accounts receivable as of August 31, 2017.

 

Recently Issued Accounting Standards

 

In February 2015, the FASB issued ASC 2015-02, “Consolidation (Topic 810) - Amendments to the Consolidation Analysis.” This standard modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for fiscal years beginning after December 15, 2015, and requires either a retrospective or a modified retrospective approach to adoption. Early adoption is permitted. The Company adopted has this standard and determined it does not have a significant impact on its financial statements.

 

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” This update eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new standard should be applied prospectively to measurement period adjustments that occur after the effective date. The new standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The Company has adopted this guidance and the adoption of this guidance did not have an impact on the Company’s results of operations, financial position, or cash flows for the period ended August 31, 2017.

 

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.The amendments in this update simplify several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted the new guidance on January 1, 2017. The primary impact of adoption was the recognition of excess tax benefits in our provision for income taxes rather than paid-in capital. However, as the Company has a full valuation allowance against its deferred tax asset, a corresponding adjustment was recorded to increase the valuation allowance.


 
F-9
 
 

 

GRIDIRON BIONUTRIENTS, INC.

Notes to Financial Statements

August 31, 2017

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Recently Issued Accounting Standards (continued)

 

In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment”. The amendments in this update simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. This update is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 31, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing after January 1, 2017. The Company notes that this guidance applies to its reporting requirements and will implement the new guidance accordingly in performing goodwill impairment testing; however, the Company does not believe this update will have a material impact on the financial statements.

 

Management believes recently issued accounting pronouncements will have no impact on the financial statements of the Company.

 

Property, Plant and Equipment

 

Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Depreciation is computed over the estimated useful lives of the related assets. For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statements purposes, depreciation is computed under the straight-line method. There was no equipment as of August 31, 2017.

 

Trademark

 

During the period ended August 31, 2017, a related party incurred total costs of $2,800 to acquire a trademark on behalf of the Company. Trademark costs are capitalized as incurred to the extent the Company expects the costs incurred to result in a trademark being awarded. Trademarks are reviewed for impairment loss considerations annually. As of August 31, 2017, the Company had trademarks totaling $2,800 and recorded impairment losses of $0 for the period then ended.

 

NOTE 3 – GOING CONCERN

 

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company had a net loss of $13,476 for the period from July 20, 2017 (inception) to August 31, 2017. The Company has a working capital deficit of $16,076 and an accumulated deficit of $13,476 as of August 31, 2017. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The Company has a minimum cash balance available for payment of ongoing operating expenses, has experienced losses from operations since inception, and it does not have a source of revenue sufficient to cover its operating costs. Its continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

Management plans to fund operations through additional debt and equity financing. Debt instruments may be convertible or non-convertible and will vary based on the Company’s needs and financing options available at such times.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

During the period of July 20, 2017 (inception) to August 31, 2017, a company director paid a total of $2,800 towards obtaining trademarks, $13,276 towards operating and start up costs and $25 to open the Company bank account. The advances are non-interest bearing and due on demand and as such is included in current liabilities. There was $16,101 due as of August 31, 2017.

 

 
F-10
 
 

 

GRIDIRON BIONUTRIENTS, INC.

Notes to Financial Statements

August 31, 2017

 

NOTE 5 – STOCKHOLDERS’ EQUITY

 

The Company is authorized to issue up to 75,000,000 shares of $0.001 par value common stock. During the period ended August 31, 2017, the Company issued a total of 200,000 common shares to the members of its board of directors for services valued at $0.001 per share for a total of $200.

 

There were 200,000 common shares issued and outstanding as of August 31, 2017.

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

The Company could become a party to various legal actions arising in the ordinary course of business. Matters that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, the Company’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters. As of the date of this report, there are no pending legal proceedings to which the Company is a party or of which any of their property is the subject, nor are there any such proceedings known to be contemplated by governmental authorities.

 

NOTE 7 – SUBSEQUENT EVENTS

 

The Company has evaluated all events occurring subsequently to these financial statements through September 29, 2017 and determined there are none to disclose.

 

 

F-11