Attached files
| file | filename |
|---|---|
| 8-K/A - Rogue One, Inc. | stakool8ka091511.htm |
Exhibit 13.1
ANTHUS LIFE CORP.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JANUARY 1, 2011 TO JUNE 30, 2011
ANTHUS LIFE CORP.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
JANUARY 1, 2011 TO JUNE 30, 2011
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Balance Sheets as of June 30, 2011
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F - 1
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Statements of Operations for the periods ended June 30, 2011
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F - 2 |
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Statement of Stockholders’ Equity as of June 30, 2011
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F - 3
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Statements of Cash Flows for the periods ended June 30, 2011
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F - 4 |
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Notes to Financial Statements
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F - 5 – F - 9
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ANTHUS LIFE CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF JUNE 30, 2011
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June 30, 2011
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||||
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ASSETS
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||||
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Current Assets
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||||
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Cash and equivalents
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$ | 88,766 | ||
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Prepaid expenses
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5,966 | |||
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Inventories
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24,706 | |||
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Accounts Receivable
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257 | |||
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Note receivable
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35,000 | |||
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Total Current Assets
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154,695 | |||
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Property and equipment, net
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1,769 | |||
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Other Assets
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||||
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Deposit
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1,700 | |||
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TOTAL ASSETS
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$ | 158,164 | ||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||
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Liabilities
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||||
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Current Liabilities
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||||
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Accrued expenses
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$ | 3,500 | ||
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Accrued interest – related party
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3,199 | |||
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Note payable – related party
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35,000 | |||
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Total Liabilities
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41,699 | |||
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Stockholders’ Equity
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||||
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Common Stock, $.001 par value, 50,000,000 shares authorized, 5,229,500 shares issued and outstanding (as of June 30, 2011)
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5,230 | |||
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Additional paid-in capital
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506,888 | |||
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Deficit accumulated during the development stage
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(395,653 | ) | ||
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Total Stockholders’ Equity
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116,465 | |||
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$ | 158,164 | ||
See accompanying notes to financial statements.
F-1
ANTHUS LIFE CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE PERIOD JANUARY 1, 2011 AND JUNE 30, 2011
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Period from
January 1, 2011 to June 30, 2011
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||||
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REVENUES
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$ | 10,161 | ||
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COST OF GOODS SOLD
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11,631 | |||
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GROSS MARGIN
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(1,470 | ) | ||
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OPERATING EXPENSES
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||||
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Professional fees
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1,640 | |||
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Consulting fees
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84,250 | |||
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Advertising and promotion
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4,810 | |||
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Depreciation
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0 | |||
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Auto expense
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986 | |||
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Insurance
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789 | |||
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Meals and entertainment
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5,230 | |||
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Postage and delivery
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1,336 | |||
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Rent
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8,798 | |||
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Telephone, internet and utilities
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5,117 | |||
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Travel
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6,078 | |||
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Bank charges
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750 | |||
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Printing and reproduction
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285 | |||
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Investor and public relations
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1,694 | |||
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Graphic design
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1,701 | |||
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Office supplies
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4,542 | |||
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General and administrative expenses
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5,429 | |||
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TOTAL OPERATING EXPENSES
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133,435 | |||
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LOSS FROM OPERATIONS
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(134,905 | ) | ||
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OTHER EXPENSES
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||||
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Interest expense
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1,050 | |||
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LOSS BEFORE PROVISION FOR INCOME TAXES
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(135,955 | ) | ||
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PROVISION FOR INCOME TAXES
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0 | |||
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NET LOSS
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(135,955 | ) | ||
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NET LOSS PER SHARE: BASIC AND DILUTED
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(0.06 | ) | ||
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
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2,240,752 | |||
See accompanying notes to financial statements.
F-2
ANTHUS LIFE CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ EQUITY
PERIOD FROM JANUARY 1, 2011 TO JUNE 30, 2011
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Common Stock
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Additional paid-in
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Deficit accumulated during the development
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||||||||||||||||||
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Shares
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Amount
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capital
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stage
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Total
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Balance, December 31, 2010
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3,784,500 | $ | 3,785 | $ | 368,815 | $ | (259,698 | ) | $ | 112,902 | ||||||||||
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Shares issued for cash at $0.10 per share
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1,445,000 | 1,445 | 138,073 | - | 139,518 | |||||||||||||||
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Net loss for the period ended June 30, 2011
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- | - | - | (135,955 | ) | (135,955 | ) | |||||||||||||
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Balance, June 30, 2011
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5,229,500 | 5,230 | 506,888 | (395,653 | ) | 116,465 | ||||||||||||||
See accompanying notes to financial statements.
F-3
ANTHUS LIFE CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 1, 2011 TO JUNE 30, 2011
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Period ended June 30, 2011
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss for the period
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$ | (135,955 | ) | |
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Changes in assets and liabilities:
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Increase (decrease) in accounts receivable
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(257 | ) | ||
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(Increase) decrease in prepaid expenses
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1,466 | |||
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Increase (decrease) in accrued expenses
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(4,864 | ) | ||
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NET CASH USED BY OPERATING ACTIVITIES
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(139,610 | ) | ||
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CASH FLOWS FROM INVESTING ACTIVITIES
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||||
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Purchase of property and equipment
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(507 | ) | ||
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NET CASH USED IN FINANCING ACTIVITIES
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(507 | ) | ||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from due to director
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(100 | ) | ||
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Proceeds from issuance of common stock
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144,500 | |||
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NET CASH PROVIDED BY FINANCING ACTIVITIES
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144,400 | |||
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NET INCREASE IN CASH
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1,335 | |||
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Cash, beginning of period
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87,431 | |||
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Cash, end of period
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$ | 88,766 | ||
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SUPPLEMENTAL CASH FLOW INFORMATION:
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||||
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Interest paid
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$ | 0 | ||
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Income taxes paid
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$ | 0 | ||
See accompanying notes to financial statements.
F-4
ANTHUS LIFE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2011
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Anthus Life Corp. (“Anthus” or “the Company”) was incorporated in Nevada on June 4, 2009. Anthus is a developer and manufacturer of natural and organic food products packaged for consumer consumption. The company has one product line in the natural food category currently, and will deploy several additional product lines fostering rapid growth in retail accounts, consumer exposure and revenue.
Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end.
Cash and Cash Equivalents
Anthus considers all highly liquid investments with maturities of three months or less to be cash equivalents. At June 30, 2011, the Company had $88,766 of cash on hand.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, inventories, note receivable, accrued expenses, accrued interest – related party and note payable – related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Inventories
Inventories consist of natural and organic food products, wrappers and boxes, and are stated at the lower of cost or market. Cost is determined on the average cost method. Inventories are reviewed and reconciled periodically.
F-5
ANTHUS LIFE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2011
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of June 30, 2011.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Recent Accounting Pronouncements
Anthus does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
NOTE 2 – INVENTORIES
Inventories consist of packaging and supplies used in the production of the company’s product. Inventories are stated at the lower of cost, computed using the first-in first-out method, or market.
NOTE 3 – PREPAID EXPENSES
Prepaid expenses consisted of an amount paid toward a consulting contract which requires monthly payments of $3,500 that began in August 2009 for a period of five years. The Company pre-paid $4,500 to the consultant in December 2010 for services to be performed in 2011. The Company also pre-paid, in December 2010, for rent due in January 2011.
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment is recorded at cost. The Company depreciates the equipment using the straight-line method over the useful lives of the equipment. The useful lives are estimated to be between 3 and 7 years. Property and equipment consisted of the following at June 30, 2011, and December 31, 2010, respectively:
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June 30,
2011
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December 31, 2010
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Furniture and fixtures
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$ | 507 | $ | 685 | ||||
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Office equipment
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- | 649 | ||||||
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Total property and equipment
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507 | 1,334 | ||||||
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Less: Accumulated depreciation
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- | (72 | ) | |||||
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Property and equipment, net
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$ | 507 | $ | 1,262 | ||||
F-6
ANTHUS LIFE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2011
NOTE 4 –ACCRUED EXPENSES
Accrued expenses consisted of amounts due to a consultant as of June 30, 2011.
NOTE 5 – DUE TO DIRECTOR
During the period ended June 30, 2011, the director of the Company was paid $100 for monies previously deposited into a company bank account to maintain a minimum balance. The amount is paid to the director was non-interest bearing and unsecured.
NOTE 6 – NOTE PAYABLE – RELATED PARTY
The Company has a note payable of $35,000 due to a related party as of June 30, 2011. The note bears 6% interest, is unsecured and due on demand.
Interest expense accumulated was $3,199 for the period ended June 30, 2011. The note and any accrued interest can be converted to stock at any time by the note holder at $0.005 current bid or some other price determined by the board of directors. Accrued interest on this note was $3,199 as of June 30, 2011.
NOTE 7 – COMMON STOCK
The Company has 50,000,000 shares of $0.001 par value common stock authorized.
During the period ended December 31, 2009, the Company issued 788,000 shares of common stock to several investors at $0.10 per share for total cash proceeds of $78,800.
During the year ended December 31, 2010, the Company issued 2,996,500 shares of common stock at $0.10 per share for total cash proceeds of $299,650. Equity issuance costs related these issuances were $5,850 and were recorded as a reduction in additional paid in capital.
During the period ended June 30, 2011, the Company issued 1,445,000 shares of common stock to several investors at $0.10 per share for total cash proceeds of $144,500.
As of June 30, 2011 there were 5,229,500 shares of common stock issued and outstanding.
F-7
ANTHUS LIFE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2011
NOTE 8 – COMMITMENTS AND CONTINGENCIES
The Company signed an agreement with a related party on August 1, 2009 for consulting services. The agreement runs for a term of five years with monthly payments of $3,500. The minimum annual payments over the life of the contract are as follows:
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Year ended December 31, 2011
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$ | 42,000 | ||
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2012
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42,000 | |||
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2013
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42,000 | |||
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2014
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24,500 | |||
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Total of payments
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$ | 150,500 |
The Company neither owned nor leased any real or personal property as of December 31, 2009. An officer has provided office services without charge. There is no obligation for this arrangement to continue. Such costs are immaterial to the financial statements and accordingly are not reflected herein.
On September 29, 2010, the Company signed a lease for office space in Jacksonville, Florida. The lease commenced on November 1, 2010 and is for a term of three years and one month. The monthly rent is $1,073.33 with annual increases. The lease required a security deposit of $1,700.
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Year ended December 31, 2011
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$ | 12,933 | ||
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2012
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13,257 | |||
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2013
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11,277 | |||
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Total of payments
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$ | 37,467 |
NOTE 9 – INCOME TAXES
As of December 31, 2010, the Company had net operating loss carry forwards of approximately $260,000 that may be available to reduce future years’ taxable income through 2029. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for Federal income tax consists of the following:
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2010
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2009
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Federal income tax benefit attributable to:
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||||||||
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Current operations
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$ | 65,843 | $ | 22,454 | ||||
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Less: valuation allowance
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(65,843 | ) | (22,454 | ) | ||||
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Net provision for Federal income taxes
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$ | 0 | $ | 0 | ||||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
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2010
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2009
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Deferred tax asset attributable to:
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Net operating loss carryover
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$ | 88,297 | $ | 22,454 | ||||
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Less: valuation allowance
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(88,297 | ) | (22,454 | ) | ||||
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Net deferred tax asset
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$ | 0 | $ | 0 | ||||
F-8
ANTHUS LIFE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE 10 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had limited revenues as of June 30, 2010. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
NOTE 11 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to June 30, 2011, and has determined that it does not have any material subsequent events to disclose in these financial statements.
On June 16, 2011, Stakool, Inc. entered into a Letter of Intent of Sale and Purchase with Anthus Life Corp., a privately held Nevada corporation.
On July 22, 2011, Stakool, Inc. and Anthus Life Corp. executed an Agreement of Sale and Purchase wherein Anthus Life Corp received 77,588,470 shares of 79,388,470 issued and outstanding shares of Stakool, Inc. common shares, as well as 10,000,000 Preferred Shares of Stakool, Inc. in exchange for scheduled payments, totaling Three Hundred Fifty Thousand Dollars ($350,000); as of January 5, 2011, $130,000.00 has been paid.
In October 2011, Stakool, Inc. entered into a Consulting Agreement with Kyle Gotshalk in exchange for 1,300,000 shares of Stakool, Inc. common stock.
F-9