UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended November 30, 2015

 

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to ____________

 

Commission File Number: 333-122009

 

SIBANNIC, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada   33-0903494

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

1313 E. Osborn, Phoenix, AZ 85014

(Address of Principal Executive Offices)  (Zip Code)

 

Registrant's telephone number including area code:  (480) 420-3171

 

9235 Bell Flower Way, Highlands Ranch, CO 80126
Former name, former address, and former fiscal year, if changed since last report

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 x No o

 

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 x No o

 

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 definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

  Larger accelerated filer o Accelerated filer o
  Non-accelerated filer o Smaller reporting company x

 

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 17,527,194 shares outstanding as of March 11, 2016.

 

 

 

   

 

 

Part I. FINANCIAL INFORMATION.

 

Item 1. Financial Statements.

 

SIBANNAC, INC.

FINANCIAL STATEMENTS

For the period ended

November 30, 2015

 

 

 

 

 

 

 

 

 

 2 

 

 

SIBANNAC, INC.

BALANCE SHEETS

 

   (Unaudited)     
   November 30, 2015   August 31, 2015 
         
ASSETS          
Current Assets          
Cash  $109,930   $273,808 
Accounts receivable   120,466    1,000 
Total Current Assets   230,396    274,808 
           
Non current assets          
Intangible assets, net   55,134    40,053 
Note receivable, net   250,991    250,000 
Total Non-Current Assets   306,125    290,053 
           
TOTAL ASSETS  $536,521   $564,861 
           
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          
Commitments and Contingencies          
Current Liabilities          
Accounts payable and accrued expenses  $2,476   $2,476 
Accrued payroll and payroll taxes   –    – 
Note Payable, net   259,731    254,195 
Stock subscription payable   –    – 
Total Current Liabilities   262,207    256,671 
           
Non-current liabilities          
Put payable   250,000    250,000 
Total Non-Current Liabilities   250,000    250,000 
           
Total Liabilities   512,207    506,671 
           
Stockholders' Equity after reorganization August 31, 2015          
Preferred Stock, $0.001 par value, 10,000,000 shares authorized; 0 shares outstanding   –    – 
Common Stock, $0.001 par value, 60,000,000 shares authorized; 17,527,194 and 2,027,000 shares issued and outstanding at November 30, 2015 and 2014 [note 4]   17,528    17,528 
Additional paid-in capital   40,662    40,662 
Retained deficit   (33,876)   – 
           
Total Stockholders’ Equity (Deficit)   24,314    58,190 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)  $536,521   $564,861 

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

 

 

 

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SIBANNAC, INC.

STATEMENT OF OPERATIONS

For the Three Months Ended November 30, 2015 and 2014 (Unaudited)

 

   Three Months Ended November 30, 2015
   2015   2014 
         
Revenues  $143,260   $– 
           
Cost of Goods Sold (exclusive of depreciation, included in general & administrative expenses)  $87,673   $– 
           
Gross profit  $55,587   $– 
           
Selling expenses  $–   $– 
           
General and administrative expenses          
Occupancy costs  $–   $– 
Salaries and wages   –    – 
Other general and administrative expenses   84,125    7,500 
           
Total general and administrative expenses  $84,125   $7,500 
           
Goodwill impairment expense  $–   $– 
           
Net Profit/(Loss) from Operations  $(28,538)  $(7,500)
           
Amortization Expense   (934)   – 
Other Income   128   – 
Interest Income   1,004   – 
Interest Expense   (5,536)   – 
           
Net Income/(Loss)  $(33,876)  $(7,500)
           
           
Net Loss per share - basic and diluted  $(0.00)  $(0.00)
           
Weighted average common shares outstanding - basic and diluted   17,527,194    4,179,451 

 

 

 

 

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

 

 

 

 4 

 

 

SIBANNAC, INC.

STATEMENT OF CASH FLOWS

For the Three Months Ended November 30, 2015 and 2014 (Unaudited)

 

   2015   2014 
           
Operating Activities          
Net loss  $(33,876)  $(7,500)
Adjustments to reconcile net loss to net cash used in operations:          
Depreciation & Amortization   934    – 
Goodwill impairment   –    – 
Changes in operating assets and liabilities:          
Accounts Receivable   (120,466)   – 
Other Assets   –      
Accounts Payable and accrued expenses   (30,370)   (41,978)
Accrued payroll and payroll taxes   –    – 
Other Payable   –    – 
Customer Deposits   –    – 
Net Cash (used in)/provided by operating activities   (183,778)   (49,478)
           
Investing Activities          
Website Development Costs   (56,068)   – 
Notes Receivable, net   (250,991)   – 
Notes Payable, net   509,731    – 
Net cash used in investing activities   202,672    – 
           
Financing Activities          
           
Proceeds from the sale of common stock   (25,486)   103,000 
Net Cash provided by financing activities   (25,486)   103,000 
           
Net Increase (Decrease) in cash   (6,592)   53,522 
Cash, beginning of period   116,522    63,000 
Cash, end of period  $109,930   $116,522 
           
Supplemental disclosures of cash flow information          
Cash paid for          
Interest  $–   $– 
Income taxes  $–   $– 

 

 

 

 

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

 

 

 

 5 

 

 

SIBANNAC, INC.

NOTES TO THE (UNAUDITED) FINANCIAL STATEMENTS

 

NOTE 1 – BASIS OF PRESENTATION AND NATURE OF BUSINESS

 

Nature of Business

 

Between September 2000 and August 2014 the Company was in the business of selling nutritional and personal care products.

 

On August 25, 2014, the Company transferred all of its assets to Naprodis, Inc., a Colorado corporation (“Colorado Naprodis”). In consideration for the transfer of these assets, Colorado Naprodis agreed to assume a substantial amount of the Company’s liabilities. Colorado Naprodis is controlled by Paul Petit, who was the Company’s president prior to August 25, 2014.

 

As a result of the disposal of the Company’s old business, the Company now plans to provide a variety of services to licensed marijuana growers and dispensaries. The initial service offering will be various website marketing and professional employer organization sales.

 

At August 31, 2015 the Company completed the acquisition of two companies in return for the Company’s common stock. They acquired Protection Cost, Inc. for 2,300,000 shares of common stock and Apollo Media Network, Inc. for 4,500,000 shares.

 

Basis of Presentation

 

The financial statements presented include all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the period presented in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.

 

These financial statements as of and for the year ended August 31, 2015 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.

 

The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context.

 

NOTE 2 – CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Cash and Cash Equivalents – The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents. At certain times, cash in bank may exceed the amount covered by FDIC insurance. At November 30, 2015 and August 31, 2015 there were deposit balances in a United States bank of $109,930 and $273,808 respectively.

 

Fair Value of Financial Instruments

 

The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

 

 

 

 6 

 

 

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

As of November 30, 2015 all of the Company’s financial instruments are recorded at fair value.

 

Accounts Receivable and concentration of credit risk – The Company extends unsecured credit to its customers in the ordinary course of business. Accounts receivable related to online media revenues is recorded at the time services are delivered and payment is reasonably assured. Online media revenues are generally collected from 30 to 60 days after the invoice is received. As of November 30, 2015 and August 31, 2015, the Company had accounts receivable of $120,466 and $1,000, respectively.

 

Intangible Assets – Intangible assets are comprised of websites, media content and intellectual property related to the websites acquired through the acquisition of Apollo Media Network, Inc. The total value of these assets as of the date of acquisition on August 31, 2015 were $40,053. These balances will be amortized over their estimated useful lives ranging from three to seven years. Amortization from August 31, 2015 to November 30, 2015 was $934.

 

Note Receivable and Put Payable – As part of the acquisition of Apollo Media Network, Inc. the Company received a note receivable from the principal of Apollo Media Network, Inc. that is due at the payees’ discretion from two to nine years from formation on August 31, 2014. Resulting in a long term note receivable due to the company on August 31, 2015 to August 31, 2024. This loan accrues interest at a rate of 1.59% and is expected to be through the exercise of the related Put Option payable that was also established at the same time.

 

As part of the acquisition of Apollo Media Network, Inc. the Company issued a put option to repurchase 1,400,000 shares of common stock from the principal of Apollo Media Network, Inc. which is to be outstanding for the same period of time as the Note Receivable described above. The exercise price of the Put is stated as being the full satisfaction of the promissory note valued at $250,000.

 

The note receivable for $250,000 and the Put payable for $250,000 are linked to one another and will offset each other once the principal of Apollo Media Network, Inc. elects to exercise. Upon their exercise no cash will exchange hands but the asset and offsetting liability will be removed from the Companies records at that time.

 

Notes payable – As part of the acquisition of Apollo Media Networks, Inc. the company assumed liability for various notes payable due to four individual investors ranging from $5,000 to $64,000 principle amount. These notes have a stated interest rate of 5% except for one $30,000 note that bears interest at 40%. These notes matured at various times throughout 2015. The principle balance of all notes totaled $234,100 and accrued interest at August 31, 2015 was $20,095 for a total debt assumed of $254,195. At November 30, 2015 additional accrued interest of $5,536 was accrued resulting in total debt balance of $259,731.

 

The Company is currently in the process of negotiating terms with the noteholders to convert their notes into convertible notes that can be repaid through the issuance of the Company’s common stock. There is no guarantee that the company will be able to reach terms with investors to convert them into common stock. As of November 30, 2015 all of these notes were past due.

 

Quasi-Reorganization – During the fiscal year ended August 31, 2015 the Company’s’ shareholders approved a quasi-reorganization which has been reflected in the accompanying financial statements by an elimination of the accumulated deficit of $3,478,477 as of August 31, 2015, and a corresponding reduction of additional paid in capital. As part of the reorganization the Company evaluated its assets to determine if any needed to be written down to fair market value as a part of the reorganization. The Company determined that all assets were currently being carried at fair value and no adjustment in value we required.

 

 

 

 7 

 

 

Loss per share - The Company computes net loss per common share in accordance with FASB ASC 260 (SFAS No. 128 “Earnings per Share” and SAB No. 98). Under the provisions of ASC 260, the basic net loss per common share is computed by dividing the net loss available to common stock outstanding during the period. Net loss per share on a diluted basis is computed by dividing the net loss for the period by the weighted average number of common and dilutive common stock equivalent shares outstanding during the period.

 

The Company has no potentially dilutive securities outstanding as of August 31, 2015 and 2014.

 

Recent Accounting Pronouncements - We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

NOTE 3– GOING CONCERN

 

As shown in the financial statements, during the year ended August 31, 2015 the Company did not earn any revenue and incurred a net loss from operations of $38,321 and during the quarter ended November 30, 2015 the Company incurred an additional loss from operation of $33,876. These factors create a substantial doubt regarding the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 4 – COMMON STOCK

 

On August 31, 2015 the Company completed the acquisition of 100% of the outstanding stock of Protection Cost Inc. in return for 2,300,000 shares of common stock.

 

On August 31, 2015 the Company completed the acquisition of 100% of the outstanding stock of Apollo Media Network, Inc. in return for 3,100,000 shares of common stock.

 

During the year ended August 31, 2015 the Company sold shares of its common stock to the persons, on the dates, in the amounts, and for the consideration shown below:

 

Name  Date   Shares   Consideration 
Officer and Director   11-12-14    5,000,000   $63,000(1)
Director   11-12-14    5,000,000   $63,000 
Unrelated third parties   various    5,729,600   $617,500(2)

 

(1) Payment was received in August 2014.
(2) Payments were received between September 2014 and March 2015.

 

On August 31, 2015 various officers and directors of the company returned 6,144,406 shares of common stock to the treasury for no consideration. These shares were canceled on August 31, 2015.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

Both Protection Cost, Inc. and Apollo Media Network, Inc. were owned and managed by individuals who were either part of management or on the board of directors of the Company. At August 31, 2015 Mr. Kimerer resigned from the board and from the management of Sibannac, Inc. as part of the acquisition of Apollo.

 

 

 

 8 

 

 

NOTE 6 – GOODWILL IMPAIRMENT

 

As of August 31, 2015 the Company had an intangible asset of $2,477,267 in goodwill related to the acquisitions of Protection Cost, Inc. and Apollo Media Network, Inc. These balance were evaluated at year-end to determine if an impairment was necessary and due to the limited cash flow generated by these business entities management determined that this balance should be fully impaired resulting in a one-time impairment expense of $2,374,486 recorded in the current fiscal year. The Company followed the guidance of FASB ASC 852-20 Quasi-reorganization in accounting for this transaction.

 

NOTE 7 – PROVISION FOR INCOME TAXES

 

The company utilizes FASB ASC 740, “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established if it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company generated a deferred tax credit through net operating loss carry forwards. As of August 31, 2015 the Company had federal and state net operating loss carry forwards of approximately $777,000 ($644,000 in 2014) that can be used to offset future taxable income. The carry forwards will begin to expire in 2014 unless utilized in earlier years.

 

The income tax effect of temporary differences between financial and tax reporting gives rise to the deferred tax asset at August 31, 2014 and 2013 as follows:

 

   August 31,
2015		   August 31,
2014		 
           
Net operating losses   334,000    277,000 
Less: valuation allowance   (334,000)   (277,000)
Net deferred tax assets  $–   $– 

 

NOTE 8 – SUBSEQUENT EVENT

 

There were no financially material events subsequent to year end.

 

 

 

 

 

 

 

 

 

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

 

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of management and information currently available to management. The use of words such as “believes”, “expects”, “anticipates”, “intends”, “plans”, “estimates”, “should”, “likely” or similar expressions, indicates a forward-looking statement.

 

The identification in this report of factors that may affect our future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

 

 

 

 

 

 

 

 

 

 10 

 

 

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

 

General

 

The Company was incorporated in Nevada in June 1999.

 

Between September 2000 and August 2014 the Company was in the business of selling nutritional and personal care products.

 

On August 25, 2014, the Company transferred all of its assets to Sibannac, Inc., a Colorado corporation (“Colorado Naprodis”). In consideration for the transfer of these assets, Colorado Naprodis agreed to assume a substantial amount of the Company’s liabilities. Colorado Naprodis is controlled by Paul Petit, who was the Company’s president prior to August 25, 2014.

 

Results of Operations

 

In the period ended November 30, 2014 the Company had no revenue. In the period ended November 30, 2015 the Company had revenue of $143,260 as it included all operations related to online media advertising. As long as the company has adequate operating capital management expects that revenue from this source will continue to grow.

 

In the period ended November 30, 2014 the Company had no operating expenses. In the period ended November 30, 2015 the Company had cost of goods sold of $87,673 resulting in operating profits of $55,587 and an operating profit of 39%. Management expects that as Company revenues continue to grow operating profit margins will improve.

 

In the period ended November 30, 2014 the Company had general and administrative expenses of $7,500 compared to $84,125 in the period ended November 30, 2015. Management expects that as the companies continues to implement the business plan this expenses category will gradually be reduced.

 

Liquidity and Capital Resources

 

During year ended August 31, 2015 the Company received $617,500 from the sale of its common stock.

 

During the twelve months ending August 31, 2016 the Company estimates it will need approximately $500,000 to implement its business plan. Other than the foregoing, the Company does not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on sales, revenues or income from continuing operations, or liquidity and capital resources.

 

Item 4.  Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

An evaluation was carried out under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of February 28, 2015, our disclosure controls and procedures were not effective.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting during the quarter ended August 31, 2015, that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

 

 

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PART II

 

Item 6.  Exhibits

 

a.  Exhibits

 

31.1   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS   XBRL Instance Document
     
101.SCH   XBRL Schema Document
     
101.CAL   XBRL Calculation Linkbase Document
     
101.DEF   XBRL Definition Linkbase Document
     
101.LAB   XBRL Labels Linkbase Document
     
101.PRE   XBRL Presentation Linkbase Document

 

 

 

 

 

 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  SIBANNAC, INC.
   
Date: March 11, 2016 By: /s/ Daniel Allen
    Daniel Allen, President, Principal Executive Officer
     
     
Date: March 11, 2016 By: /s/ Paul Dickman
    Paul Dickman, Principal Financial and Accounting Officer
     

 

 

 

 

 

 

 

 

 

 

 13 



EXHIBIT 31.1

 

CERTIFICATION

 

I, Daniel Allen, certify that;

 

1.      I have reviewed this quarterly report on Form 10-Q of Sibannic, Inc.;

 

2.      Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;

 

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)        Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)        Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)        Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)        Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.      The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)        All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)        Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: March 11, 2016 /s/ Daniel Allen  
  Daniel Allen,  
  Principal Executive Officer  

 



EXHIBIT 31.2

 

CERTIFICATION

 

I, Paul Dickman, certify that;

 

1.      I have reviewed this quarterly report on Form 10-Q of Sibannic, Inc.;

 

2.      Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;

 

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.      The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)        Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)        Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)        Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)        Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.      The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)        All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)        Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date: March 11, 2016 /s/ Paul Dickman  
  Paul Dickman  
  Principal Financial Officer  

  



EXHIBIT 32.1

 

In connection with the quarterly report of Sibannic, Inc., (the “Company”) on Form 10-Q for the quarter ended May 31, 2015 as filed with the Securities Exchange Commission on the date hereof (the “Report”) Daniel Allen, the Principal Executive Officer of the Company, certifies pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

 

  (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

 

Date: March 11, 2016 /s/ Daniel Allen  
  Daniel Allen,  
  Principal Executive Officer  

 



EXHIBIT 32.2

 

 

In connection with the quarterly report of Sibannic, Inc., (the “Company”) on Form 10-Q for the quarter ended May 31, 2015 as filed with the Securities Exchange Commission on the date hereof (the “Report”) Paul Dickman, the Principal Financial Officer of the Company, certifies pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

 

  (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

 

Date: March 11, 2016 /s/ Paul Dickman  
  Paul Dickman  
  Principal Financial Officer  

 



v3.3.1.900
Document and Entity Information - shares
 3 Months Ended
Nov. 30, 2015
Mar. 11, 2016
Document And Entity Information    
Entity Registrant Name Sibannac, Inc.  
Entity Central Index Key 0001313938  
Document Type 10-Q  
Document Period End Date Nov. 30, 2015  
Amendment Flag false  
Current Fiscal Year End Date --08-31  
Is Entity a Well-known Seasoned Issuer? No  
Is Entity a Voluntary Filer? No  
Is Entity's Reporting Status Current? No  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   5,448,000
Document Fiscal Year Focus 2016  
Fiscal Period Focus Q1  


v3.3.1.900
Balance Sheets (Unaudited) - USD ($)
Nov. 30, 2015
Aug. 31, 2015
Current Assets    
Cash $ 109,930 $ 273,808
Accounts receivable 120,466 1,000
Total Current Assets 230,396 274,808
Non current assets    
Intangible assets, net 55,134 40,053
Note receivable, net 250,991 250,000
Total Non-Current Assets 306,125 290,053
TOTAL ASSETS $ 536,521 $ 564,861
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)    
Commitments and Contingencies
Current Liabilities    
Accounts payable and accrued expenses $ 2,476 $ 2,476
Accrued payroll and payroll taxes 0 0
Notes payable, net 259,731 254,195
Stock subscription payable 0 0
Total Current Liabilities 262,207 256,671
Non-current liabilities    
Put payable 250,000 250,000
Total Non-Current Liabilities 250,000 250,000
Total Liabilities 512,207 506,671
Stockholders' Equity (Deficit)    
Preferred Stock, $0.001 par value, 10,000,000 shares authorized; 0 shares outstanding 0 0
Common Stock, $0.001 par value, 60,000,000 shares authorized; 17,527,194 and 2,027,000 shares issued and outstanding at November 30, 2015 and 2014 [note 4] 17,528 17,528
Additional paid-in capital 40,662 40,662
Retained deficit (33,876) 0
Total Stockholders' Equity (Deficit) 24,314 58,190
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 536,521 $ 564,861


v3.3.1.900
Balance Sheets (Parenthetical) - $ / shares
Nov. 30, 2015
Aug. 31, 2015
Statement of Financial Position [Abstract]    
Preferred Stock, Par Value $ 0.001 $ 0.001
Preferred Stock, Shares Authorized 10,000,000 10,000,000
Preferred Stock, Shares Issued 0 0
Preferred Stock, Shares Outstanding 0 0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 60,000,000 60,000,000
Common stock, shares issued 17,527,194 17,527,194
Common stock, shares outstanding 2,027,000 2,027,000


v3.3.1.900
Statements of Operations (Unaudited) - USD ($)
 3 Months Ended
Nov. 30, 2015
Nov. 30, 2014
Income Statement [Abstract]    
Revenues $ 143,260 $ 0
Cost of Goods Sold (exclusive of depreciation, included in general & administrative expenses) 87,673 0
Gross profit 55,587 0
Selling expenses 0 0
General and administrative expenses    
Occupancy costs 0 0
Salaries and wages 0 0
Other general and administrative expenses 84,125 7,500
Total general and administrative expenses 84,125 7,500
Goodwill impairment expense 0 0
Net Profit/(Loss) from Operations (28,538) (7,500)
Amortization Expense (934) 0
Other Income 128 0
Interest Income 1,004 0
Interest Expense (5,536) 0
Net Income/(Loss) $ (33,876) $ (7,500)
Net Loss per share - basic and diluted $ (0.00) $ (0.00)
Weighted average common shares outstanding - basic and diluted 17,527,194 4,179,451


v3.3.1.900
Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended
Nov. 30, 2015
Nov. 30, 2014
Operating Activities    
Net loss $ (33,876) $ (7,500)
Adjustments to reconcile net loss to net cash used in operations:    
Depreciation & Amortization 934 0
Goodwill impairment 0 0
Changes in operating assets and liabilities:    
Accounts Receivable (120,466) 0
Other Assets 0 0
Accounts Payable and accrued expenses (30,370) (41,978)
Accrued payroll and payroll taxes 0 0
Other Payable 0 0
Customer Deposits 0 0
Net Cash (used in)/provided by operating activities (183,778) (49,478)
Investing Activities    
Website Development Costs (56,068) 0
Notes Receivable, net (250,991) 0
Notes Payable, net 509,731 0
Net cash used in investing activities 202,672 0
Financing Activities    
Proceeds from the sale of common stock (25,486) 103,000
Net Cash provided by financing activities (25,486) 103,000
Net Increase (Decrease) in cash (6,592) 53,522
Cash, beginning of period 273,808  
Cash, end of period 109,930 116,522
Supplemental disclosures of cash flow information    
Interest 0 0
Income taxes $ 0 $ 0


v3.3.1.900
1. Basis of Presentation and Nature of Business
 3 Months Ended
Nov. 30, 2015
Accounting Policies [Abstract]  
1. Basis of Presentation and Nature of Business

Nature of Business

 

Between September 2000 and August 2014 the Company was in the business of selling nutritional and personal care products.

 

On August 25, 2014, the Company transferred all of its assets to Naprodis, Inc., a Colorado corporation (“Colorado Naprodis”). In consideration for the transfer of these assets, Colorado Naprodis agreed to assume a substantial amount of the Company’s liabilities. Colorado Naprodis is controlled by Paul Petit, who was the Company’s president prior to August 25, 2014.

 

As a result of the disposal of the Company’s old business, the Company now plans to provide a variety of services to licensed marijuana growers and dispensaries. The initial service offering will be various website marketing and professional employer organization sales.

 

At August 31, 2015 the Company completed the acquisition of two companies in return for the Company’s common stock. They acquired Protection Cost, Inc. for 2,300,000 shares of common stock and Apollo Media Network, Inc. for 4,500,000 shares.

 

Basis of Presentation

 

The financial statements presented include all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the period presented in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.

 

These financial statements as of and for the year ended August 31, 2015 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.

 

The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context.


v3.3.1.900
2. Critical Accounting Policies and Estimates
 3 Months Ended
Nov. 30, 2015
Accounting Policies [Abstract]  
2. Critical Accounting Policies and Estimates

Cash and Cash Equivalents – The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents. At certain times, cash in bank may exceed the amount covered by FDIC insurance. At November 30, 2015 and August 31, 2015 there were deposit balances in a United States bank of $109,930 and $273,808 respectively.

 

 Fair Value of Financial Instruments

 

The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

 

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

As of November 30, 2015 all of the Company’s financial instruments are recorded at fair value.

 

Accounts Receivable and concentration of credit risk – The Company extends unsecured credit to its customers in the ordinary course of business. Accounts receivable related to online media revenues is recorded at the time services are delivered and payment is reasonably assured. Online media revenues are generally collected from 30 to 60 days after the invoice is received. As of November 30, 2015 and August 31, 2015, the Company had accounts receivable of $120,466 and $1,000, respectively.

 

Intangible Assets – Intangible assets are comprised of websites, media content and intellectual property related to the websites acquired through the acquisition of Apollo Media Network, Inc. The total value of these assets as of the date of acquisition on August 31, 2015 were $40,053. These balances will be amortized over their estimated useful lives ranging from three to seven years. Amortization from August 31, 2015 to November 30, 2015 was $934.

 

Note Receivable and Put Payable – As part of the acquisition of Apollo Media Network, Inc. the Company received a note receivable from the principal of Apollo Media Network, Inc. that is due at the payees’ discretion from two to nine years from formation on August 31, 2014. Resulting in a long term note receivable due to the company on August 31, 2015 to August 31, 2024. This loan accrues interest at a rate of 1.59% and is expected to be through the exercise of the related Put Option payable that was also established at the same time.

 

As part of the acquisition of Apollo Media Network, Inc. the Company issued a put option to repurchase 1,400,000 shares of common stock from the principal of Apollo Media Network, Inc. which is to be outstanding for the same period of time as the Note Receivable described above. The exercise price of the Put is stated as being the full satisfaction of the promissory note valued at $250,000.

 

The note receivable for $250,000 and the Put payable for $250,000 are linked to one another and will offset each other once the principal of Apollo Media Network, Inc. elects to exercise. Upon their exercise no cash will exchange hands but the asset and offsetting liability will be removed from the Companies records at that time.

 

Notes payable – As part of the acquisition of Apollo Media Networks, Inc. the company assumed liability for various notes payable due to four individual investors ranging from $5,000 to $64,000 principle amount. These notes have a stated interest rate of 5% except for one $30,000 note that bears interest at 40%. These notes matured at various times throughout 2015. The principle balance of all notes totaled $234,100 and accrued interest at August 31, 2015 was $20,095 for a total debt assumed of $254,195. At November 30, 2015 additional accrued interest of $5,536 was accrued resulting in total debt balance of $259,731.

 

The Company is currently in the process of negotiating terms with the noteholders to convert their notes into convertible notes that can be repaid through the issuance of the Company’s common stock. There is no guarantee that the company will be able to reach terms with investors to convert them into common stock. As of November 30, 2015 all of these notes were past due.

 

Quasi-Reorganization – During the fiscal year ended August 31, 2015 the Company’s’ shareholders approved a quasi-reorganization which has been reflected in the accompanying financial statements by an elimination of the accumulated deficit of $3,478,477 as of August 31, 2015, and a corresponding reduction of additional paid in capital. As part of the reorganization the Company evaluated its assets to determine if any needed to be written down to fair market value as a part of the reorganization. The Company determined that all assets were currently being carried at fair value and no adjustment in value we required.

 

Loss per share - The Company computes net loss per common share in accordance with FASB ASC 260 (SFAS No. 128 “Earnings per Share” and SAB No. 98).  Under the provisions of ASC 260, the basic net loss per common share is computed by dividing the net loss available to common stock outstanding during the period.  Net loss per share on a diluted basis is computed by dividing the net loss for the period by the weighted average number of common and dilutive common stock equivalent shares outstanding during the period.

 

The Company has no potentially dilutive securities outstanding as of August 31, 2015 and 2014.

 

Recent Accounting Pronouncements - We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.


v3.3.1.900
3. Going Concern
 3 Months Ended
Nov. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
3. Going Concern

As shown in the financial statements, during the year ended August 31, 2015 the Company did not earn any revenue and incurred a net loss from operations of $38,321 and during the quarter ended November 30, 2015 the Company incurred an additional loss from operation of $33,879. These factors create a substantial doubt regarding the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


v3.3.1.900
4. Common Stock
 3 Months Ended
Nov. 30, 2015
Equity [Abstract]  
4. Common Stock

On August 31, 2015 the Company completed the acquisition of 100% of the outstanding stock of Protection Cost Inc. in return for 2,300,000 shares of common stock.

 

On August 31, 2015 the Company completed the acquisition of 100% of the outstanding stock of Apollo Media Network, Inc. in return for 3,100,000 shares of common stock.

 

During the year ended August 31, 2015 the Company sold shares of its common stock to the persons, on the dates, in the amounts, and for the consideration shown below:

 

Name  Date   Shares   Consideration 
Officer and Director   11-12-14    5,000,000   $63,000(1)
Director   11-12-14    5,000,000   $63,000 
Unrelated third parties   various    5,729,600   $617,500(2)

 

(1) Payment was received in August 2014.
(2) Payments were received between September 2014 and March 2015.

 

On August 31, 2015 various officers and directors of the company returned 6,144,406 shares of common stock to the treasury for no consideration. These shares were canceled on August 31, 2015.


v3.3.1.900
5. Related Party Transactions
 3 Months Ended
Nov. 30, 2015
Related Party Transactions [Abstract]  
5. Related Party Transactions

Both Protection Cost, Inc. and Apollo Media Network, Inc. were owned and managed by individuals who were either part of management or on the board of directors of the Company. At August 31, 2015 Mr. Kimerer resigned from the board and from the management of Sibannac, Inc. as part of the acquisition of Apollo.

 


v3.3.1.900
6. Goodwill Impairment
 3 Months Ended
Nov. 30, 2015
Goodwill and Intangible Assets Disclosure [Abstract]  
6. Goodwill Impairment

As of August 31, 2015 the Company had an intangible asset of $2,477,267 in goodwill related to the acquisitions of Protection Cost, Inc. and Apollo Media Network, Inc. These balance were evaluated at year-end to determine if an impairment was necessary and due to the limited cash flow generated by these business entities management determined that this balance should be fully impaired resulting in a one-time impairment expense of $2,374,486 recorded in the current fiscal year. The Company followed the guidance of FASB ASC 852-20 Quasi-reorganization in accounting for this transaction.


v3.3.1.900
7. Provision for Income Taxes
 3 Months Ended
Nov. 30, 2015
Income Tax Disclosure [Abstract]  
7. Provision for Income Taxes

The company utilizes FASB ASC 740, “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established if it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company generated a deferred tax credit through net operating loss carry forwards. As of August 31, 2015 the Company had federal and state net operating loss carry forwards of approximately $777,000 ($644,000 in 2014) that can be used to offset future taxable income. The carry forwards will begin to expire in 2014 unless utilized in earlier years.

 

The income tax effect of temporary differences between financial and tax reporting gives rise to the deferred tax asset at August 31, 2014 and 2013 as follows:

 

   August 31,
2015		   August 31,
2014		 
           
Net operating losses   334,000    277,000 
Less: valuation allowance   (334,000)   (277,000)
Net deferred tax assets  $–   $– 


v3.3.1.900
8. Subsequent Event
 3 Months Ended
Nov. 30, 2015
Subsequent Events [Abstract]  
8. Subsequent Event

There were no financially material events subsequent to year end.

 


v3.3.1.900
2. Critical Accounting Policies and Estimates (Policies)
 3 Months Ended
Nov. 30, 2015
Accounting Policies [Abstract]  
Cash and cash equivalents

Cash and Cash Equivalents – The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents. At certain times, cash in bank may exceed the amount covered by FDIC insurance. At November 30, 2015 and August 31, 2015 there were deposit balances in a United States bank of $109,930 and $273,808 respectively.
Fair Value of Financial Instruments

 

Fair Value of Financial Instruments

 

The Financial Accounting Standards Board issued   ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements.  FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.  FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

 

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

As of November 30, 2015 all of the Company’s financial instruments are recorded at fair value.
Accounts Receivable and concentration of credit risk

Accounts Receivable and concentration of credit risk – The Company extends unsecured credit to its customers in the ordinary course of business. Accounts receivable related to online media revenues is recorded at the time services are delivered and payment is reasonably assured. Online media revenues are generally collected from 30 to 60 days after the invoice is received. As of November 30, 2015 and August 31, 2015, the Company had accounts receivable of $120,466 and $1,000, respectively.
Intangible Assets

Intangible Assets – Intangible assets are comprised of websites, media content and intellectual property related to the websites acquired through the acquisition of Apollo Media Network, Inc. The total value of these assets as of the date of acquisition on August 31, 2015 were $40,053. These balances will be amortized over their estimated useful lives ranging from three to seven years. Amortization from August 31, 2015 to November 30, 2015 was $934.
Note Receivable and Put Payable

Note Receivable and Put Payable – As part of the acquisition of Apollo Media Network, Inc. the Company received a note receivable from the principal of Apollo Media Network, Inc. that is due at the payees’ discretion from two to nine years from formation on August 31, 2014. Resulting in a long term note receivable due to the company on August 31, 2015 to August 31, 2024. This loan accrues interest at a rate of 1.59% and is expected to be through the exercise of the related Put Option payable that was also established at the same time.

 

As part of the acquisition of Apollo Media Network, Inc. the Company issued a put option to repurchase 1,400,000 shares of common stock from the principal of Apollo Media Network, Inc. which is to be outstanding for the same period of time as the Note Receivable described above. The exercise price of the Put is stated as being the full satisfaction of the promissory note valued at $250,000.

 

The note receivable for $250,000 and the Put payable for $250,000 are linked to one another and will offset each other once the principal of Apollo Media Network, Inc. elects to exercise. Upon their exercise no cash will exchange hands but the asset and offsetting liability will be removed from the Companies records at that time.
Notes payable

Notes payable – As part of the acquisition of Apollo Media Networks, Inc. the company assumed liability for various notes payable due to four individual investors ranging from $5,000 to $64,000 principle amount. These notes have a stated interest rate of 5% except for one $30,000 note that bears interest at 40%. These notes matured at various times throughout 2015. The principle balance of all notes totaled $234,100 and accrued interest at August 31, 2015 was $20,095 for a total debt assumed of $254,195. At November 30, 2015 additional accrued interest of $5,536 was accrued resulting in total debt balance of $259,731.

 

The Company is currently in the process of negotiating terms with the noteholders to convert their notes into convertible notes that can be repaid through the issuance of the Company’s common stock. There is no guarantee that the company will be able to reach terms with investors to convert them into common stock. As of November 30, 2015 all of these notes were past due.
Quasi-Reorganization

Quasi-Reorganization – During the fiscal year ended August 31, 2015 the Company’s’ shareholders approved a quasi-reorganization which has been reflected in the accompanying financial statements by an elimination of the accumulated deficit of $3,478,477 as of August 31, 2015, and a corresponding reduction of additional paid in capital. As part of the reorganization the Company evaluated its assets to determine if any needed to be written down to fair market value as a part of the reorganization. The Company determined that all assets were currently being carried at fair value and no adjustment in value we required.
Loss per Share

Loss per share - The Company computes net loss per common share in accordance with FASB ASC 260 (SFAS No. 128 “Earnings per Share” and SAB No. 98). Under the provisions of ASC 260, the basic net loss per common share is computed by dividing the net loss available to common stock outstanding during the period. Net loss per share on a diluted basis is computed by dividing the net loss for the period by the weighted average number of common and dilutive common stock equivalent shares outstanding during the period.

 

The Company has no potentially dilutive securities outstanding as of August 31, 2015 and 2014.
Recent Accounting Pronouncements

Recent Accounting Pronouncements - We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.


v3.3.1.900
4. Common Stock (Tables)
 3 Months Ended
Nov. 30, 2015
Equity [Abstract]  
Schedule of stock sold

Name  Date   Shares   Consideration 
Officer and Director   11-12-14    5,000,000   $63,000(1)
Director   11-12-14    5,000,000   $63,000 
Unrelated third parties   various    5,729,600   $617,500(2)

 

(1) Payment was received in August 2014.
(2) Payments were received between September 2014 and March 2015.

 


v3.3.1.900
7. Provision for Income Taxes (Tables)
 3 Months Ended
Nov. 30, 2015
Income Tax Disclosure [Abstract]  
Schedule of deferred tax assets
   August 31,
2015		   August 31,
2014		 
           
Net operating losses   334,000    277,000 
Less: valuation allowance   (334,000)   (277,000)
Net deferred tax assets  $–   $– 


v3.3.1.900
2. Critical Accounting Policies and Estimates (Details Narrative) - USD ($)
 3 Months Ended
Nov. 30, 2015
Nov. 30, 2014
Aug. 31, 2015
Cash $ 109,930 $ 116,522 $ 273,808
Accounts receivable 120,466   1,000
Intangible assets     40,053
Amortization expense 934 $ 0  
Note receivable $ 250,991   250,000
Note receivable interest rate 1.59%    
Put payable $ 250,000   250,000
Notes payable     234,100
Accrued interest 5,536   20,095
Total debt assumed $ 259,731   254,195
Elimination of accumulated deficit through quasi-reorganization     $ 3,478,477
Potentially dilutive securities 0    
Minimum [Member]      
Estimated useful lives of intangible assets 3 years    
Maximum [Member]      
Estimated useful lives of intangible assets 7 years    


v3.3.1.900
3. Going Concern (Details Narrative)
 3 Months Ended
Nov. 30, 2015
USD ($)
Going Concern Details Narrative  
Loss from operations $ (33,876)


v3.3.1.900
4. Common Stock (Details)
 12 Months Ended
Aug. 31, 2015
USD ($)
shares
Protection Cost Inc.  
Equity interest owned 100.00%
Stock issued for acquisition, shares 2,300,000
Apollo Media Network, Inc.  
Equity interest owned 100.00%
Stock issued for acquisition, shares 3,100,000
Officer and Director  
Stock issued for cash, shares 5,000
Stock issued for cash, amount | $ $ 63,000
Director  
Stock issued for cash, shares 5,000,000
Stock issued for cash, amount | $ $ 63,000
Shares returned to treasury 6,144,406
Unrelated third party  
Stock issued for cash, shares 5,729,600
Stock issued for cash, amount | $ $ 617,500


v3.3.1.900
6. Goodwill Impairment (Details Narrative) - USD ($)
 3 Months Ended 12 Months Ended
Nov. 30, 2015
Nov. 30, 2014
Aug. 31, 2015
Goodwill impairment $ 0 $ 0  
Protection Cost Inc.      
Goodwill     $ 2,477,267
Goodwill impairment     $ 2,374,486


v3.3.1.900
7. Provision for Income Taxes (Details) - USD ($)
Aug. 31, 2015
Aug. 31, 2014
Income Tax Disclosure [Abstract]    
Net operating losses $ 334,000 $ 277,000
Less: valuation allowance (334,000) (277,000)
Net deferred tax assets $ 0 $ 0


v3.3.1.900
7. Provision for Income Taxes (Details Narrative) - USD ($)
 3 Months Ended
Nov. 30, 2015
Aug. 31, 2015
Aug. 31, 2014
Income Tax Disclosure [Abstract]      
Federal and state operating loss carryforwards   $ 777,000 $ 644,000
Carryforward beginning expiration date Dec. 31, 2014    
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