Rogue One, Inc. - FORM 10-Q

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EX-31.1 - Rogue One, Inc.	ex31-1.htm
EX-32.1 - Rogue One, Inc.	ex32-1.htm
EXCEL - IDEA: XBRL DOCUMENT - Rogue One, Inc.	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2012

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

Commission file number: 00-24723

STAKOOL, INC.

(Name of small business issuer in its charter)

Nevada	88-0393257
(State or other jurisdiction of Incorporation or organization)	(IRS Employer Identification Number)

8640 Philips Highway, Suite 5, Jacksonville, FL 32256

(Address of principal executive offices)

(904) 425-1209

(Issuer’s Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filed such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

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 [ ]

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

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [x]

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

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS)

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

As of March 31, 2012, the Company had 87,549,167 shares of common stock issued and outstanding. As of the date of this filing, the Company had 97,264,167 shares of common stock issued and outstanding.

FORM 10-Q – STAKOOL, INC.

INDEX

Part I. Financial Statements	Page

Item 1. Financial Statements

Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Stockholders’ Equity	F-4 - F-5
Consolidated Statements of Cash Flows	F-6
Notes to the Consolidated Financial Statements	F-7

Item 2. Management’s Discussion and Analysis of Financial Condition and Result of Operations	4

Item 3. Quantitative and Qualitative Disclosures About Market Risk	5

Item 4T. Controls and Procedures	5

Part II – Other Information

Item 1. Legal Proceedings	6
Item 1A. Risk Factors	6
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3. Defaults Upon Senior Securities	7
Item 4. Submission of Matters to a Vote of Security Holders	7
Item 5. Other Information	7
Item 6. Exhibits	7

Signatures	7

Exhibit Index	8

ITEM 1. FINANCIAL STATEMENTS

STAKOOL, INC.

FINANCIAL STATEMENTS

MARCH 31, 2012

Consolidated Balance Sheets as of March 31, 2012 (Unaudited) and December 31, 2011 (Audited)	F-2

Consolidated Statements of Operations for the Three and Twelve Months Ended March 31, 2012 (Unaudited) and March 31, 2011 (Unaudited)	F-3

Consolidated Statement of Stockholders’ Equity as of March 31, 2012 (Unaudited)	F-4 – F-5

Consolidated Statements of Cash Flows for the Three and Twelve Months Ended March 31, 2012 (Unaudited) and March 31, 2011 (Unaudited)	F - 6

Notes to Consolidated Financial Statements	F-7 – F-13

F-1

STAKOOL, INC.

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

	March 31, 2012 (Unaudited)			December 31, 2011 (Audited)
ASSETS
Current Assets
Cash and equivalents	$	15,016		$	15,560
Accounts receivable, net		5,850			3,211
Inventories		22,336			21,925
Total Current Assets		43,203			374,959

Property and equipment, net		1,211			1,311

Other Assets
Deposit		1,700			1,700


TOTAL ASSETS	$	46,113		$	377,970

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current Liabilities
Accounts payable	$	28,217		$	14,710
Accrued interest		5,833			10,299
Due for acquisition		205,000			220,000
Note Payable		50,000			0
Note payable		35,800			35,000
Convertible notes payable		0			10,000
Note payable – related party		6,000			6,000
Total Liabilities		330,850			296,009

Stockholders’ Equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 10,000,000 shares issued and outstanding		10,000			10,000
Common stock, $.001 par value, 4,000,000,000 shares authorized, ending 3/31/12 67,833,767 (2011 – 43,311,767)		58,834			43,312
Additional paid-in capital		2,057,666			1,556,450
Treasury stock		20,759			56,638
Deficit accumulated during the development stage		(2,431,996	)		(1,584,439	)
Total Stockholders’ Equity		(284,737	)		81,961

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		46,113		$	377,970

See accompanying notes to consolidated financial statements.

F-2

STAKOOL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE PERIODS ENDED MARCH 31, 2012 AND 2011

	Period ended March 31
	2012			2011

REVENUES	$	8,202		$	8,620
COST OF GOODS SOLD		2,936			5,714
GROSS MARGIN		5,267			2,906

OPERATING EXPENSES
Professional fees		28,966			2,700
Consulting fees		27,800			45,900
Consulting – stock-based compensation		761,063			0
Advertising and promotion		9,262			130
Payroll expense		159			0
Depreciation		100			0
Auto expense		2,990			533
Insurance		625			399
Meals and entertainment		2,740			1,158
Postage and delivery		1,383			465
Rent		5,980			5,865
Telephone, internet and utilities		2,756			2,308
Travel		2,652			823
Bank charges		311			399
Printing and reproduction		525			285
Investor and public relations		1,970			694
Graphic design		309			249
Office supplies		697			2,391
General and administrative expenses		1,142			1,641
TOTAL OPERATING EXPENSES		851,430			65,940

LOSS FROM OPERATIONS		(846,163	)		( 63,034	)

OTHER EXPENSES
Interest expense		1,394			0

LOSS BEFORE PROVISION FOR INCOME TAXES		(847,557	)		( 63,034	)

PROVISION FOR INCOME TAXES		0			0

NET LOSS	$	(847,557	)	$	( 63,034	)

NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.04	)	$	(0.03	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		19,543,374			1,985,699

See accompanying notes to consolidated financial statements.

F-3

STAKOOL, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

AS OF MARCH 31, 2012

	Common Stock						Preferred Stock				Additional Paid			Treasury		Accumulated			Total Stockholders’
	Shares			Amount			Shares		Amount		in Capital			Stock		Deficit			Equity

Inception, June 4, 2009		0		$	0			0	$	0	$	0		$	0	$	0		$	0

Shares issued for cash at $0.10 per share		788,000			788			-		-		78,012			-		-			78,800

Net loss for the period ended December 31, 2009		-			-			-		-		-			-		(66,041	)		(66,041	)

Balance, December 31, 2009		788,000			788			0		0		78,012			0		(66,041	)		12,759

Shares issued for cash at $0.10 per share		2,996,500			2,997			-		-		296,653			-		-			299,650

Equity issuance costs		-			-			-		-		(5,850	)		-		-			(5,850	)

Net loss for the year ended December 31, 2010		-			-			-		-		-			-		(193,657	)		(193,657	)

Balance, December 31, 2010		3,784,500			3,785			0		0		368,815			0		(259,698	)		112,902

Shares issued for cash at $0.10 per share		3,290,000			3,289			-		-		325,711			-		-			329,000

Equity issuance costs		-			-			-		-		(30,200	)		-		-			(30,200	)

Effects of reverse merger		79,425,737			79,426			10,000,000		10,000		(439,426	)		-		-			(350,000	)

Stock returned to treasury		(56,638,470	)		(56,638	)		-		-		-			56,638		-			0

Stock issued for services at $0.10 per share		4,450,000			4,450			-		-		440,550			-		-			445,000

Stock issued to board members for services at $0.10 per share		9,000,000			9,000			-		-		891,000			-		-			900,000

Net loss for the year ended December 31, 2011		-			-							-					(1,324,741	)		(1,314,741	)

Balance, December 31, 2011		43,311,767		$	43,312			10,000,000	$	10,000	$	1,556,450		$	56,638	$	(1,584,439	)	$	81,961

See accompanying notes to consolidated financial statements.

F-4

STAKOOL, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

AS OF MARCH 31, 2012

	Common Stock				Preferred Stock				Additional Paid		Treasury			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		in Capital		Stock			Deficit			Equity

Balance, December 31, 2011		43,311,767	$	43,312		10,000,000	$	10,000	$	1,556,450	$	56,638			(1,584,439	)	$	81,961

Shares issued at $0.10 per share for services rendered (categorized as stock based compensation		1,650,000		1,650		-		-		163,350		-			-			165,000

Stock issued at $0.10 per share – per acquisition agreement (categorized as stock based compensation)		2,650,000		2,650		-		-		262,350		-			-			265,000

Stock issued to various Anthus Life investors		1,950,000		1,950		-		-		23,928		-			-			25,878

Stock issued on converted note		10,000,000		1,000		-		-		9,000		-			-			10,000

Stock issued on converted note		8,172,000		8,172		-		-		32,688		-			-			40,860

Stock issued against note payable		100,000		100		-		-		9,900		-			-			10,000

Cancellation of previously issued stock		-		-		-		-		-		(35,878,570	)		(35,879	)		(35,879	)

Net loss for the period ended March 31, 2011		-		-		-		-		-		-			(847,557	)		(847,557	)

Balance, March 31, 2012		67,833,767	$	58,834		10,000,000	$	10,000	$	2,431,996	$	20,759		$	(2,431,966	)	$	(284,737	)

See accompanying notes to consolidated financial statements.

F-5

STAKOOL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE PERIODS ENDED MARCH 31, 2012 AND 2011

	Period ended March 31
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the year		(847,557	)	$	(63,035	)
Change in non-cash working capital items:
Depreciation		100
Stock-based compensation		761,063			0
Changes in assets and liabilities:
(Increase) in accounts receivable		(2,638	)		0
Decrease in prepaid expenses		3,200			1,466
(Increase) Decrease in inventories		(412	)		0
Increase (decrease) in accrued expenses		13,507			(4,863	)
Increase (decrease) in accrued interest		5,860			0
Increase (decrease) in accrued expenses – related party		0			0
Increase (decrease) in accrued interest		(4,466	)		0
Net Cash Flows Used by Operating Activities		(71,343	)		(66,432	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		0			(507	)
Issuance of note receivable – related party		0			0
Payments received on note receivable – related party		0			0
Security deposit		0			0
Net Cash Provided by (Used in) Investing Activities		0			(507	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from due to director		0			0
Payments to due to director		0			0
Proceeds from convertible notes payable		0			0
Proceeds from note payable – related party		35,800			0
Proceeds from note payable		50,000			0
Payments for due for acquisition		(15,000	)		0
Proceeds from issuance of common stock		0			133,000
Equity issuance costs		0			0
Net Cash Provided by Financing Activities		70,800			133,000

NET INCREASE (DECREASE) IN CASH		(543	)		66,061

Cash, beginning of period		15,560			87,431
Cash, end of period		15,017		$	153,492

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid		0		$	0
Income taxes paid		0		$	0

See accompanying notes to consolidated financial statements.

F-6

STAKOOL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2012

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Stakool, Inc. f/k/a Mod Hospitality, Inc. (“the Company” or “Stakool”) was incorporated in the State of Delaware in 1993. In 1997, the Company changed its Corporate Charter to the State of Nevada. On July 22, 2011, Stakool entered into an agreement of Purchase and Sale with Anthus Life Corp. (“Anthus”) where Anthus acquired 74,834,313 of the issued and outstanding shares of Stakool. Anthus operates as a wholly owned subsidiary of Stakool.

Anthus Life Corp. 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.

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.

Principles of Consolidation

The consolidated financial statements include the financial statements of the Stakool, Inc. and its wholly-owned subsidiary Anthus Life Corp. All significant inter-company balances and transactions within the Company and subsidiary have been eliminated upon consolidation.

Reclassifications

Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period financial statements.

Cash and Cash Equivalents

Stakool considers all highly liquid investments with maturities of three months or less to be cash equivalents. At March 31, 2012 and 2011, the Company had $15,016 and $153,492 of cash, respectively.

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.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, prepaid expenses, inventories, accrued expenses, accrued interest, due for acquisition, note payable, 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.

F-7

STAKOOL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2012

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

Accounts Receivable

The Company's receivables consist of billings to customers for products invoiced and shipped. The Company charges off receivables if they determine that the amount is no longer collectible. The allowance for bad debts is determined based on management's estimate of uncollectible receivables. The allowance for doubtful accounts on receivables was $0 as of March 31, 2012. Bad debt expense related to customer receivables for the year ended March 31, 2012 was $0.

Property and Equipment

The capital assets are being depreciated over their estimated useful lives, three to seven years using the straight-line method of depreciation for book purposes.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Concentration of Credit Risks

The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties.

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 March 31, 2012.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. The Company issued 1,650,000 shares of common stock to consultants for services during the period ended March 31, 2012. The Company also issued 2,650,000 shares of common stock to the former management of Stakool, Inc. that has been classified as stock based compensation during the period ended March 31, 2012. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Recent Accounting Pronouncements

Stakool 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.

F-8

STAKOOL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2012

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.

Inventories consisted of the following at March 31, 2012 and December 31, 2011:

	March 31, 2012		December 31, 2011
Finished goods	$	3,343	$	2,375
Packaging and supplies		18,265		19,550
Total Inventories		21,608	$	21,925

NOTE 3 – PREPAID EXPENSES

Prepaid expenses of $331,063 rolling over from year-end 2012 have been fully performed during period ending March 31, 2012. These services where classified as stock based compensation during 2012, and, as a resulted the exhausted pre-paid expenses remained classified as stock based compensation. No new stock has been issued to such consultants having performed such services.

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 March 31, 2012 and December 31, 2011:

	March 31, 2012			December 31, 2011
Furniture and fixtures	$	1,192		$	1,192
Office equipment		649			649
Total property and equipment		1,841			1,841
Less: Accumulated depreciation		(630	)		(530	)
Property and equipment, net		1,211		$	1,311

NOTE 5 – NOTE PAYABLE

The Company issued a promissory note for $35,000 during the period ended December 31, 2009. The note bears 6% interest, is unsecured and due on demand. Total accrued interest on this loan was $5,860 as of February 16, 2012, at which point the note and all accrued interest was converted to 8,172,000 shares of common stock.

NOTE 6 – CONVERTIBLE NOTES PAYABLE

The Company issued two notes payable in the amount of $5,000 each in February 2011. The notes are unsecured, non-interest bearing and due on demand. The notes were converted to 10,000,000 shares of common stock on January 25, 2012.

F-9

STAKOOL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2012

NOTE 7 – NOTE PAYABLE – RELATED PARTY

The Company borrowed $6,000 from a related party in December 2011. The loan is unsecured, non-interest bearing and due on demand. The balance of this loan was $6,000 as of March 31, 2012.

NOTE 8 – NOTE PAYABLE (3)

On January 16, 2012, the Company issued a convertible promissory note to a shareholder for proceeds of $50,000. The note bears 10% interest and is secured by common stock of the Company. The loan matures on January 16, 2013. Beginning 30 days before the maturity date of January 16, 2013, the note and any accrued interest is convertible into shares of the Company’s common stock at $0.05 per share. Additionally, the Company issued 100,000 shares of common stock in connection with the note. The value of the shares of common stock will be recorded as additional interest amortized over the life of the loan.

NOTE 9 – DUE FOR ACQUISTION

On July 22, 2011, Stakool entered into an agreement of Purchase and Sale with Anthus where Anthus acquired 74,834,313 of the issued and outstanding shares of Stakool.

The Company recorded a liability in association with the agreement of purchase and sale in the amount of $350,000. The terms of the agreement required a $100,000 payment at closing with additional payments due over the next six months. The Company paid $30,000 of the remaining $250,000 during the year ended December 31, 2011. The payment terms were amended in January 2012, requiring monthly payments between $15,000 and $30,000 from February 2012 through October 2012. As part of the amended terms, an additional $5,000 was added to the balance as interest. Additional payments were made during the period ended March 31, 2012, resulting in the balance for the amount due for acquisition being $205,000 as of March 31, 2012.

NOTE 10 – COMMON STOCK

Stakool has 4,000,000,000 shares of par value $0.001 common stock authorized. The Company also has 10,000,000 shares of par value $0.001 preferred stock authorized.

During the year period ended March 31, 2012, the Company issued 1,950,000 shares of restricted common stock to initial private placement investors in Anthus Life per terms of their subscription agreements.

On July 22, 2011, Stakool entered into an agreement of Purchase and Sale with Anthus where Anthus acquired 74,834,313 of the shares of Stakool. In connection with the agreement 10,000,000 shares of preferred stock were recorded along with 74,834,313 shares of common stock. Also in connection with the agreement, 56,638,470 shares of common stock were returned to treasury. An additional 22,750,000 shares of common stock and 10,000,000 shares of preferred stock are expected to be returned to treasury per the terms of the agreement during the year ended December 31, 2012.

F-10

STAKOOL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2012

NOTE 10 – COMMON STOCK (CONTINUED)

The Company issued 1,650,000 shares of common stock to consultants for services during the period ended March 31, 2012. The Company also issued 2,650,000 shares of common stock to the former management of Stakool, Inc. that has been classified as stock based compensation during the period ended March 31, 2012. See Note 1 section pertaining to Stock Based Compensation.

On January 10, 2012, the Company retired 35,878,570 shares of common stock held in treasury at December 31, 2011.

NOTE 11 – 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:

Year ended December 31, 2012	$	42,000
2013		42,000
2014		24,500
Total of payments	$	108,500

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. Total rent expense was $5,980 which included common area maintenance during the period ended March 31, 2012.

Year ended December 31, 2012	$	13,257
2013		11,277
Total of payments	$	24,534

NOTE 12 – RELATED PARTY TRANSACTIONS

The Company borrowed $6,000 from a related party in December 2011. The loan is unsecured, non-interest bearing and due on demand. The balance of this loan was $6,000 as of March 31, 2012.

The Company entered into a consulting agreement with a related party during the period ended December 31, 2009. The contract requires monthly payments of $3,500 that began in August 2009 for a period of five years. On occasion, additional expenses are incurred beyond the services provided for in the agreement.

F-11

STAKOOL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2012

NOTE 13 – BUSINESS COMBINATION

On July 22, 2011, Stakool entered into an agreement of Purchase and Sale with Anthus Life Corp. where Anthus acquired 74,834,313 of the shares of Stakool. Anthus operates as a wholly owned subsidiary of Stakool.

While Anthus is the acquiring entity, it will continue to operate Stakool in its entirety and operate Anthus as a wholly-own subsidiary of Stakool. In exchange for the total of Three Hundred Fifty Thousand Dollars ($350,000), Anthus will receive all of Stakool’s assets, including, but not limited to the following: (1) certain issued and outstanding shares of Stakool, Inc. Common; (2) 10,000,000 Shares of Stakool, Inc. Preferred Shares which are issued and outstanding; (3) All of the rights and assets of the following two wholly owned subsidiaries of Stakool, Inc.; Dream Apartments TV, and Hong Kong Orient Express; (4) a Multiple Promissory Note held by Ender Company Assets, Inc. was cancelled and 20,000,000 shares to be returned to the Company; (5) a Multiple Promissory Note held by IrishMist Consultants, Ltd. was cancelled and 20,000,000 shares returned to the Company.

NOTE 14 – GOING CONCERN

The accompanying consolidated 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 March 31, 2012. 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 15 – INCOME TAXES

As of December 31, 2012, the Company had net operating loss carry forwards of approximately $1,584,000 that may be available to reduce future years’ taxable income through 2031. 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.

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STAKOOL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2012

NOTE 15 – INCOME TAXES (CONTINUED)

The provision for Federal income tax consists of the following for the years ended December 31, 2011 and 2010:

	2011			2010
Federal income tax benefit attributable to:
Current operations	$	450,412		$	65,843
Less: valuation allowance		(450,412	)		(65,843	)
Net provision for Federal income taxes	$	0		$	0

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2011 and 2010:

	2011			2010
Deferred tax asset attributable to:
Net operating loss carryover	$	538,709		$	88,297
Less: valuation allowance		(538,709	)		(88,297	)
Net deferred tax asset	$	0		$	0

NOTE 16 – SUBSEQUENT EVENTS

On April 26, 2012, The Company enetered into an agreement with Ironridge Global to settle $284,917.22 in accounts payable (which includes the balance of the Note Payable for the acquisition of Stakool by Anthus Life Corp., outstanding legal fees, filing fees, packaging costs and certain manufacturing costs), in exchange for unregistered shares of common stock. Pursuant to an order approving stipulation for settlement of claims between Ironridge and the Company, Ironridge is entitled to receive 1 million common shares plus that number of shares with an aggregate value equal to $313,409.22 plus reasonable attorney fees, divided by 70% of the following: the volume weighted average price of the issuer’s common stock over that number of consecutive trading days following the date of receipt required for the aggregate trading volume to exceed $1.75 million, not to exceed the arithmetic average of the individual daily volume weighted average prices of any five trading days during such period.

Ironridge is prohibited from receiving any shares of common stock that would cause it to be deemed to beneficially own more than 9.99% of the Company’s total outstanding shares at any one time. Ironridge received an initial issuance of 9,715,000 shares, and may be required to return or be entitled to receive shares, based on the calculation summarized in the prior paragraph. For purposes of calculating the percent of class, the initial issuance to Ironridge was based upon a total of 87,549,167 shares of common stock outstanding immediately prior to the issuance of shares to Ironridge, such that 9,715,000 shares issued would represent approximately 9.99% of the outstanding common stock after such issuance.

In connection with the transaction, Ironridge agreed not to hold any short position in the issuer’s common stock, and not to engage in or effect, directly or indirectly, any short sale until at least 180 days after the end of the calculation period.

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2011 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements other than the events discussed above.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

We make forward-looking statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report based on the beliefs and assumptions of our management and on information currently available to us. Forward-looking statements include information about our possible or assumed future results of operations which follow under the headings “Business and Overview,” “Liquidity and Capital Resources,” and other statements throughout this report preceded by, followed by or that include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates” or similar expressions.

Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed in these forward-looking statements, including the risks and uncertainties described below and other factors we describe from time to time in our periodic filings with the U.S. Securities and Exchange Commission (the “SEC”). We therefore caution you not to rely unduly on any forward-looking statements. The forward-looking statements in this report speak only as of the date of this report, and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

OVERVIEW

ANTHUS LIFE strives to become one of the leading suppliers of natural and organic products by maintaining the highest standards for quality, consistency, sustainability, product assortments, value-added support services and integrity in our business and personal relationships. Through trust and our commitment to quality we will build a loyal consumer following throughout North America.

An experienced core management team is in place and has reviewed, studied and analyzed the natural and/or organic product market. ANTHUS LIFE will establish a procurement program and will work with outside professionals to build ANTHUS LIFE’s business, create brands through eco friendly packaging and distinctive labeling, and develop key distribution relationships.

The strategy is to have ANTHUS LIFE’s brand name strongly associated on all their distributed products and to focus on finding and developing the best USDA certified natural and/or organic food product options for North America. In fact, during 2011 and 2012, ANTHUS LIFE will introduce additional USDA Certified Organic health bars. Also, for 2011 and 2012, ANTHUS LIFE’s R&D team is diligently working to develop additional product line extensions to include energy drinks, additional health food items as well as the potential integration of advanced technologies such as nutraceuticals, etc.

ANTHUS LIFE has secured a manufacturer with the requisite governmental approval, having completed the package design and is distributing the initial product offering. ANTHUS LIFE is excited about the opportunity to bring healthy, great tasting, and natural and/or organic food products at affordable prices to the mass North American market.

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Results of Operations

General: In July 2011, Anthus Life purchased Stakool, Inc. pursuant to a Purchase Agreement wherein Anthus Life Corp agreed to pay Stakool, Inc. $350,000; and Stakool, Inc. and certain shareholders agreed to relinquish a majority of issued and outstanding Common Shares and all of the issued and outstanding Preferred Shares. An Agreement of Plan and Reorganization was subsequently entered into and Stakool, Inc. is being reorganized accordingly.

Liquidity & Capital Resources

Cash on hand at March 31, 2012 was $15,016 compared to $15,560 at December 31, 2011. During the quarter, we used $82,801 in operations, partially offset by net financing activity of $70,800, as well as using up the cash on hand at December 31, 2011. Based upon current plans, we expect to incur operating losses in future periods. We cannot guarantee that we will be successful in generating sufficient revenues to support operations in the future. Our revenues are generated from the processing of product, primarily energy bars made from natural products, which we manufacture, package and distribute. Our revenue is also relative to the day to day price of natural elements and is dependent on health conscious consumers. Failure to generate sufficient revenues will cause us to go out of business.

We believe we can meet our liquidity and capital requirements in 2012 from a variety of sources. These include our present capital resources, internally generated cash, and future equity financing activities in the fiscal year 2012.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable because we are a smaller reporting company.

Item 4T. Controls and Procedures

Management's report on internal control over financial reporting

Our Management is responsible for establishing and maintaining adequate internal control over financial reporting under the supervision of the President and Chief Executive Officer and the Chief Financial Officer. Internal control over financial reporting is a process designed 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.

Management evaluated the design and operation of our internal control over financial reporting as of March 31, 2012, based on the framework and criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and has concluded that such internal control over financial reporting is effective. There are no material weaknesses that have been identified by management.

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An evaluation was performed, under the supervision of, and with the participation of, our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-(e) to the Securities and Exchange Act of 1934). Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were adequate and effective, as of March 31, 2012, to ensure that information required to be disclosed by us in the reports that it files or submits under the Securities Exchange Act of 1934, is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the system are met and cannot detect all deviations. Because of the inherent limitations in all control systems, no evaluation of control can provide absolute assurance that all control issues and instances of fraud or deviations, if any, within the Company have been detected.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this report.

Changes in internal control over financial reporting

There were no significant changes in our internal controls over financial reporting that occurred subsequent to our evaluation of our internal control over financial reporting for the period ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There have been no material developments in this quarter in regard to any litigation pending or threatened by or against us or any of our subsidiaries.

Item 1A. Risk Factors

Not applicable because we are a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

For the three months ended March 31, 2012, 18,172,000 shares were issued for note payable conversions.

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

Item 6. Exhibits.

Please see Exhibit Index located behind the signature page.

Copies of the following documents are included as exhibits to this report pursuant to Item 601 Regulation S-K.

	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.

	STAKOOL, INC.

Dated: May 29, 2012	/s/ Peter Hellwig
	Peter Hellwig
	Principal Executive Officer

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EXHIBIT INDEX


Exhibit No.	SEC Ref. No.	Title of Document

1	31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2	32.2	Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

* The Exhibit attached to this Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

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