Attached files
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EX-99.4 - SHARE EXCHANGE AGREEMENT - BIOSCIENCE NEUTRACEUTICALS, INC. | jbct_ex994.htm |
EX-99.3 - PRO FORMA FINANCIAL INFORMATION - BIOSCIENCE NEUTRACEUTICALS, INC. | jbct_ex993.htm |
EX-99.2 - FINANCIAL STATEMENTS OF BUSINESSES - BIOSCIENCE NEUTRACEUTICALS, INC. | jbct_ex992.htm |
8-K - FORM 8-K - BIOSCIENCE NEUTRACEUTICALS, INC. | jbct_8k.htm |
EXHIBIT 99.1
Bio Health Products Inc.
F/K/A Essential Oils
INDEX TO FINANCIAL STATEMENTS
Inception to December 31, 2016 and December 31, 2015
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Report of Independent Registered Public Accounting Firm |
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| 2 |
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Balance Sheets |
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| 3 |
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Statements of Operations |
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| 4 |
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Statements of Owners’ Capital |
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| 5 |
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Statements of Cash Flows |
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| 6 |
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Notes to the Financial Statements |
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| 7 |
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1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Bio Health Products, Inc.:
We have audited the accompanying balance sheets of Bio Health Products, Inc. (“the Company”) as of December 31, 2016 and 2015 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit 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 opinions.
In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of Bio Health Products, Inc., as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles in the United States of America.
The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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 Company's internal control over financial reporting. Accordingly, we express no such opinion.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ BF Borgers CPA PC
BF Borgers CPA PC
Lakewood, CO
November 9, 2017
2
Bio Health Products Inc.
F/K/A Essential Oils
Balance Sheets
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| December 31, |
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| December 31, |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
| $ | 6,015 |
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| $ | 7,722 |
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Inventory |
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| 7,916 |
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| 15,184 |
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Total Current Assets |
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| 13,931 |
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| 22,906 |
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TOTAL ASSETS |
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| 13,931 |
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| 22,906 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Accrued Liabilities |
| $ | 983 |
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| $ | 652 |
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Loans payable |
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| 45,361 |
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| 6,754 |
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Total Current Liabilities |
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| 46,344 |
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| 7,406 |
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Owners’ Equity |
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Retained earnings |
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| 174,558 |
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| 172,297 |
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Owner withdraws |
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| (206,971 | ) |
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| (156,797 | ) |
TOTAL OWNERS EQUITY |
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| (32,413 | ) |
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| 15,500 |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
| $ | 13,931 |
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| $ | 22,906 |
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The accompanying notes are an integral part of these financial statements.
3
Bio Health Products Inc.
F/K/A Essential Oils
Statements of Operations
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| Year ended |
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| December 31 |
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| 2016 |
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| 2015 |
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REVENUE |
| $ | 210,428 |
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| $ | 349,149 |
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COST OF SERVICES |
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| (119,469 | ) |
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| (154,447 | ) |
GROSS PROFIT |
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| 90,959 |
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| 194,702 |
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OPERATING EXPENSES |
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General and administrative expenses |
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| 82,632 |
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| 50,845 |
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Professional fees |
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| 120 |
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| 8 |
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Total Operating Expenses |
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| 82,752 |
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| 50,853 |
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PROFITS FROM OPERATIONS |
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| 8,207 |
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| 143,849 |
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OTHER EXPENSE |
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Interest expense |
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| (5,946 | ) |
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| (244 | ) |
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| (5,946 | ) |
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| (244 | ) |
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PROFITS BEFORE INCOME TAXES |
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| 2,261 |
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| 143,605 |
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Provision for income taxes |
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| - |
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| - |
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NET PROFITS |
| $ | 2,261 |
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| $ | 143,605 |
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COMPREHENSIVE PROFITS |
| $ | 2,261 |
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| $ | 143,605 |
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BASIC AND DILUTED PROFITS PER COMMON SHARE: |
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Net profits per share |
| $ | 2,261 |
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| $ | 143,605 |
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
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| 1 |
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| 1 |
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The accompanying notes are an integral part of these financial statements.
4
Bio Health Products Inc.
F/K/A Essential Oils
Statements of Owners’ Capital
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| Total |
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| Owners |
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| Accumulated |
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| Owners' |
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| Withdraws |
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| Deficit |
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| Equity (Deficit) |
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Balance - September 22, 2014 |
| $ | - |
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| $ | - |
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| $ | - |
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Net profits |
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| - |
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| 28,692 |
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| 28,692 |
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Owner withdraws |
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| (10,100 | ) |
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| - |
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| (10,100 | ) |
Balance - December 31, 2014 |
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| (10,100 | ) |
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| 28,692 |
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| 18,592 |
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Net profits |
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| - |
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| 143,605 |
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| 143,605 |
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Owner withdraws |
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| (146,697 | ) |
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| - |
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| (146,697 | ) |
Balance - December 31, 2015 |
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| (156,797 | ) |
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| 172,297 |
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| 15,500 |
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Net profits |
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| - |
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| 2,261 |
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| 2,261 |
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Owner withdraws |
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| (50,173 | ) |
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| - |
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| (50,173 | ) |
Balance - December 31, 2016 |
| $ | (206,971 | ) |
| $ | 174,558 |
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| $ | (32,413 | ) |
The accompanying notes are an integral part of these financial statements.
5 |
Bio Health Products Inc.
F/K/A Essential Oils
Statements of Cash Flows
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| Year ended |
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| December31, |
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| 2016 |
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| 2015 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net profits |
| $ | 2,261 |
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| $ | 143,605 |
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Changes in operating assets and liabilities: |
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Inventory |
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| 7,268 |
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| (9,975 | ) |
Accrued liabilities |
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| 331 |
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| 3,600 |
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Net cash provided by operating activities |
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| 9,860 |
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| 137,229 |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Owner withdraws |
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| (50,173 | ) |
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| (146,697 | ) |
Proceeds from loans |
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| 38,607 |
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| 6,754 |
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Net cash used by financing activities |
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| (11,567 | ) |
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| (139,943 | ) |
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Net increase in cash and cash equivalents |
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| (1,707 | ) |
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| (2,714 | ) |
Cash and cash equivalents - beginning of period |
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| 7,722 |
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| 10,436 |
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Cash and cash equivalents - end of period |
| $ | 6,015 |
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| $ | 7,722 |
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Supplemental Cash Flow Disclosures |
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Cash paid for interest |
| $ | - |
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| $ | - |
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Cash paid for income taxes |
| $ | - |
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| $ | - |
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The accompanying notes are an integral part of these financial statements.
6 |
Bio Health Products Inc.
F/K/A Essential Oils
Notes to the Financial Statements
December 31, 2016
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Bio Health Products Inc. (“the Company”) was formed on June 29, 2017, and acquired Essential Oils on July 5, 2017. Essential Oils was founded and operated as a sole proprietorship selling oils through on online platform. The Company's fiscal year end is December 31. The Company started operating in September, 2014. The financial statements presented herein are the historical operations of Essential Oils.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. The Company does not currently have any accounting estimates.
Inventory
The Company's inventory consists of oil products held by the Company. All inventory held by the Company is finished goods. Inventories are stated at the lower of cost or market value. Inventory held by the Company is stored off-site and held by a third party. The Company utilizes last-in first-out for inventory items held. Items determined to be obsolete are reserved for. The Company provides for the possible inability to sell its inventories by providing an excess inventory reserve. As at December 31, 2016 and 2015, the Company determined that no reserve was required.
Financial Instruments
The Company follows ASC 820, "Fair Value Measurements and Disclosures", which 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).
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The three levels of the fair value hierarchy are described below:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Revenue Recognition
The Company recognizes revenue from the sale of products and services in accordance with ASC 605,"Revenue Recognition."
The Company recognizes revenue from services only when all of the following criteria have been met:
| i) | Persuasive evidence for an agreement exists; |
| ii) | Service has been provided; |
| iii) | The fee is fixed or determinable; and, |
| iv) | Collection is reasonably assured. |
Revenue related to product sales is fully recognized when the above criteria are met.
Recent Accounting Pronouncements
In May 2014 and again in August 2015, the Financial Accounting Standards Board issued amended accounting guidance on revenue recognition that will be applied to all contracts with customers. The objective of the new guidance is to improve comparability of revenue recognition practices across entities and to provide more useful information to users of financial statements through improved disclosure requirements. This guidance is effective for annual and interim periods beginning in 2019. Early adoption is permitted, but only beginning in 2018. The Company is currently assessing the impact of adoption on its financial statements.
Going Concern
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has negative equity as of December 31, 2017 of $32,413, and minimal cash flows provided in operating activities for the year ending December 31, 2017 of $9,860. Per management’s estimates the Company needs additional cash to maintain its operations.
These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s continued existence is dependent upon management’s ability to develop profitable operations, continued contributions from the Company’s executive officers to finance its operations and the ability to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of the Company’s products and business.
NOTE 3 – INCOME TAXES
From September 22, 2014 to December 31, 2016, the Company operated as a sole proprietorship, and therefore the Company’s owners were attributed with taxable income from inception through the period ending December 31, 2016. The Company does not have an income tax expense accrual as of December 31, 2015 or December 31, 2016, as the Company’s net income liabilities are attributed personally to the owners. No income tax provision has been recorded as of December 31, 2016, or 2015.
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NOTE 4 – COMMITMENTS AND CONTINGENCIES
From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations. For the period ending December 31, 2016 and December 31, 2015, no litigation matters were noted.
NOTE 5 – RELATED PARTY TRANSACTIONS
During the period of operations the owners of the Company withdrew amounts from the entity. For the periods ending December 31, 2016 and December 31, 2015 the owners withdrew a total of $50,173 and $146,697 respectively.
NOTE 6 – ACCRUED LIABILITIES AND LOANS PAYABLE
As of December 31, 2016, and December 31, 2015, the Company had $983, and $653 of accrued liabilities, respectively. Accrued liabilities consist entirely of negative cash balances held by a third party.
As of December 31, 2016, and December 31, 2015, the Company had $45,361, and $6,754 of loans payable, respectively. The loans are interest bearing at 12%, 16%, and 22.5% and each have a term of twelve months. Upon default of any of the loan conditions, the loans are due on demand.
Interest expense of $5,946, and $244 was recorded on the loans payable for the years ending December 31, 2016, and December 31, 2015, respectively.
NOTE 7 – GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses consisted of the following:
December 31, 2016 |
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| December 31, 2015 |
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Advertising and promotion |
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| 53,276 |
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| Advertising and promotion |
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| 19,947 |
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Office Expenses |
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| 24,632 |
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| Office Expenses |
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| 23,168 |
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Website and computer expenses |
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| 4,724 |
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| Website and computer expenses |
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| 7,730 |
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| 82,632 |
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| 50,845 |
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NOTE 8 – OWNERS’ EQUITY
For the period ending December 31, 2016, the owners earned $2,261 of profits and withdrew a total of $50,173.
For the period ending December 31, 2015, the owners earned $143,605 of profits and withdrew a total of $146,697.
9 |