Attached files

file filename
8-K - FORM 8-K - Monarch America, Inc.cank_8k.htm
EX-99.1 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - Monarch America, Inc.cank_ex991.htm
EX-10.4 - AMENDMENT TO ASSET PURCHASE AGREEMENT - Monarch America, Inc.cank_ex104.htm
EX-23.1 - AUDITOR CONSENT - Monarch America, Inc.cank_ex231.htm
EX-99.2 - PROFORMA FINANCIAL STATEMENTS - Monarch America, Inc.cank_ex992.htm

EXHIBIT 99.3

 

REM International, LLC 

Balance Sheet 

(Unaudited)

 

    June 30,
2014
    December 31,
2013
 

Current Assets

       

Cash

 

$

215

   

$

180

 

Total current assets

   

215

     

180

 

TOTAL ASSETS

 

$

215

   

$

180

 
               

LIABILITIES AND EQUITY

               

Member’s equity

 

$

215

   

$

180

 

TOTAL MEMBER’S EQUITY

 

$

215

   

$

180

 

 

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

 

 
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REM International, LLC 

Income Statement 

(Unaudited)

 

           

Six Months
Ended

    Period from
March 18, 2013
(inception)
 
  Three Months Ended June 30,     June 30,     Jun 30,  
    2014     2013     2014      2013  

Revenues

               

Consulting

 

7,455

   

$

8,900

   

$

14,375

   

$

8,900

 

Total revenues

   

7,455

     

8,900

     

14,375

     

8,900

 
                               

Cost of revenue

   

-

     

1,400

     

-

     

1,400

 

Gross profit

   

7,455

     

7,500

     

14,375

     

7,500

 
                               

Selling, general, & administrative expenses

   

1,654

     

48

     

3,496

     

48

 

Other Income (loss)

   

-

     

-

     

376

     

-

 

Net Income

 

$

5,801

   

$

7,452

   

$

11,255

   

$

7,452

 

 

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

 

 
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REM International, LLC 

Statement of Cash Flows 

(Unaudited)

 

    Six Months
Ended
    Period from
March 18, 2013
 
    June 30,     (inception)  
    2014     Jun 30, 2014  

CASH FLOWS FROM OPERATING ACTIVITIES

       

Net Income

 

11,255

   

7,452

 

Net cash provided by operating activities

   

11,255

     

7,452

 
               

CASH FLOWS FROM FINANCING ACTIVITIES

               

Member contributions

   

1,000

     

1,000

 

Member distributions

 

(12,220

)

 

(8,400

)

Net cash used in financing activities

 

(11,220

)

 

(7,400

)

               

Net cash increase for period

   

35

     

52

 

Cash and cash equivalents, beginning of period

   

180

     

-

 

Cash at end of period

   

215

     

52

 

 

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

 

 
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REM INTERNATIONAL, LLC 

(UNAUDITED) 

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE 1 – BASIS OF PRESENTATION

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the US (US GAAP) for interim financial information in accordance with Regulation S-X. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. The unaudited financial statements of REM International, LLC, a Colorado Limited Liability Company (“REM”, “the Company”, “our”, or “we”), should be read in conjunction with the notes thereto, and with the audited financial statements and footnotes found elsewhere in this Form 8-K. In the opinion of management, the audited financial statements presented herein reflect all adjustments (consisting only of normal recurring adjustments) necessary for fair presentation.

 

We prepare our financial statements in accordance with U.S. generally accepted accounting principles, which require that management make estimates and assumptions that affect reported amounts. Actual results could differ from these estimates.

 

NOTE 2 – GOING CONCERN

 

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has limited operations that may not be able to provide sufficient cash flows to support the Company. This condition raises substantial doubt about the Company’s ability to continue as a going concern.

 

The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to retain its current short term financing and ultimately to generate sufficient cash flow to meet its obligations on a timely basis in order to attain profitability.

 

To date the Company has funded its operations from both internally generated cash flow and contributions from the member. The Company will pursue additional external capitalization opportunities, as necessary, to fund its long-term goals and objectives.

 

NOTE 3 – SUBSEQUENT EVENTS

 

Management evaluated the events subsequent to December 31, 2013, and through September 11, 2014 and the following information was identified:

 

On September 11, 2014 (the “Closing Date”), Cannabis Kinetics Corp., a Nevada corporation (the “Company”), acquired substantially all of the assets of REM International, LLC, a Colorado limited liability company (“REM”) pursuant to an asset purchase agreement, dated June 6, 2014 (the “Purchase Agreement”), by and among the Company, REM, and Robert E. Matuszewki, the owner of all of the issued and outstanding equity interests in REM. The consideration paid by the Company for the assets was $118,500 and the issuance 1,500,000 shares of the Company’s common stock, par value $0.001 per share. Pursuant to the amendment to the Purchase Agreement dated as of September 11, 2014, the Company agreed to pay REM $7,000 for the next five months and commencing March 2015 $12,750 for the subsequent six months. On the Closing Date, the Company paid REM the first installment of $7,000. The assets purchased consist of certain intellectual property, including trademarks and domain names. The Purchase Agreement contains customary representations and warranties from each of the Company, REM and Mr. Matuszewki. The Company did not assume any liabilities in connection with the acquisition.

 

 
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REM was organized in the State of Colorado on March 18, 2013 to engage in the business of providing consulting services primarily related to intellectual property, global sourcing and logistics services and proprietary product management in the state of Colorado.

 

On January 10, 2013, Robert Matuszewski filed a Chapter 13 voluntary bankruptcy petition in the United States Bankruptcy Court in the District of Colorado. Since Mr. Matuszewski's ownership in REM was vested when the plan was confirmed on August 12, 2013, the Chapter 13 plan does not require Mr. Matuszewski to turn over his interest in REM. Although the trustee has requested that the plan be modified as a result of the sale of the assets of REM, Mr. Matuszewski's bankruptcy counsel has advised the Company that the trustee will have no claim on the assets of Mr. Matuszewski.

 

Mr. Matuszewski will continue to be a consultant to the Company after the Closing. Since June he has been paid $3,000 a month as a consultant to the Company, as well as a $5,000 payment when he began consulting for the Company.

 

For all the terms and conditions of the Purchase Agreement, reference is hereby made to such agreement which was annexed as Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on June 11, 2014. For all the terms and conditions of the Amendment, reference is hereby made to such agreement which is annexed as Exhibit 10.4. All statements made herein concerning the Purchase Agreement and Amendment are qualified by reference to said Exhibit.

 

 

 

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