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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: September 30, 2012

or

¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 00-24723

STAKOOL, INC.
(Exact Name of registrant as specified in its charter)

Nevada
 
88-0393257
(State or other Jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification Number)

8640 Philips Highway, Suite 5,
Jacksonville, FL 32256
(Address of principal executive offices)

(904) 425-1209
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 ¨

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 ¨   No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:

¨
Large Accelerated Filer
¨
Accelerated Filer
       
¨
Non-Accelerated Filer
x
Smaller Reporting Company

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

As of November 9, 2012, there was 2,760,264,167 shares outstanding of the registrant’s common stock.
 


 
 
 
 
 
 
TABLE OF CONTENTS
 
 
Page
Part I. Financial Information
 
   
Item 1.
Consolidated Financial Statements.
3
   
 
Balance Sheets for the periods ending September 30, 2012 and December 31, 2011 (unaudited).
3
   
 
Statements of Operations for the three and nine  month periods ending September 30, 2012 and 2011 (unaudited).
4
   
 
Statement of Shareholders’ Equity (Deficit) as of September 30, 2012 (unaudited).
5
   
 
Statements of Cash Flows for the nine month periods ending September 30, 2012 and 2011 (unaudited).
7
   
 
Notes to Consolidated Financial Statements (unaudited).
8
   
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
14
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
16
Item 4.
Controls and Procedures.
16
   
Part II. Other Information.
 
   
Item 1.
Legal Proceedings
17
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
17
Item 3.
Defaults Upon Senior Securities.
17
Item 4.
Mine Safety Disclosure.
17
Item 5.
Other Information.
17
Item 6.
Exhibits.
18
   
Signatures
19
 
 
 

 

PART I. FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS

STAKOOL, INC.
CONSOLIDATED BALANCE SHEETS
 
 
   
September 30,
 2012
   
December 31,
2011
 
   
(unaudited)
   
(unaudited)
 
Assets
           
Current assets:
           
Cash
  $ 1,302     $ 15,560  
Accounts receivable
    606       3,211  
Prepaid expenses
    287,666       334,263  
Inventories
    22,164       21,925  
Total current assets
    311,738       374,959  
                 
Property and equipment, net
    1,011       1,311  
                 
Other assets:
               
Deposits
    1,700       1,700  
Total assets
  $ 314,449     $ 377,970  
                 
Liabilities and Shareholders’ Equity (Deficit)
               
Liabilities
               
Current liabilities:
               
Accounts payable
  $ 408,707     $ 14,710  
Due for acquisition
    ---       220,000  
Note payable
    118,300       35,000  
Note payable – related parties
    6,000       6,000  
Convertible notes payable
    ---       10,000  
Accrued interest
    ---       10,299  
Accrued interest - related parties
    3,333       ---  
Total current liabilities
    536,340       296,009  
Total liabilities
    536,340       296,009  
                 
Shareholders’ equity (deficit)
               
Preferred stock, 100,000,000 shares authorized,
               
10,039,401, par value $0.00001 and 10,000,000, par value $0.001 shares issued and outstanding, respectively
    100       10,000  
Common stock, 4,000,000,000 shares authorized;
               
2,315,548,767, par value $0.00001 and 43,311,767, par value $0.001 shares issued and outstanding, respectively
    23,155       43,312  
Additional paid-in capital
    5,130,262       1,556,450  
Treasury stock
    20,759       56,638  
(Accumulated deficit) during development stage
    (5,396,167 )     (1,584,439 )
Total shareholders’ equity (deficit)
    (221,891 )     81,961  
Total liabilities and shareholders’ equity (deficit)
  $ 314,449     $ 377,970  
                 
The accompanying notes are an integral part of these financial statements.

 
3

 
 
STAKOOL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
Revenue
 
 
   
 
   
 
   
 
 
   Net sales
  $ 2,251     $ 3,347     $ 17,388     $ 3,347  
      Total revenues
    2,251       3,347       17,388       3,347  
    
                               
Cost and expenses
                               
   Cost of revenues
    1,324       1,380       16,846       1,380  
   Professional fees
    179,135       29,152       293,536       29,152  
   Stock based compensation
    2,662,500       150,000       3,423,563       150,000  
   Rents
    4,485       2,933       11,960       2,933  
   Selling, general & administrative
    41,822       37,113       79,017       53,964  
      Total operating expenses
    2,889,266       220,578       3,824,922       237,429  
         Loss from operations
    (2,887,015 )     (217,231 )     (3,807,534 )     (234,082 )
    
                               
Other income (expenses):
                               
   Interest expense, related parties
    (1,250 )     (1,575 )     (3,894 )     (1,575 )
   Depreciation and amortization
    (100 )     (282 )     (300 )     (282 )
      Loss before income tax
    (2,888,365 )     (219,088 )     (3,811,728 )     (235,939 )
Income tax provision
    ---       ---       ---       ---  
   Net income (loss)
  $ (2,888,365 )   $ (219,088 )   $ (3,811,728 )   $ (235,939 )
Income (loss) per common shares
                               
   basic and diluted
  $ (0.00 )   $ (0.00 )   $ (0.02 )   $ (0.00 )
    
                               
Basic and diluted weighted average
                               
    number of common shares outstanding
    1,126,098,767       79,425,737       207,480,811       78,583,246  

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

 
4

 

 
 
STAKOOL, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIT) (unaudited)
AS OF SEPTEMBER 30, 2012
 
                           
Additional
               
Total
 
   
Common Stock
   
Preferred Stock
   
paid-in
   
Treasury
   
Accumulated
   
Stockholders’
 
   
Shares
   
Par value
   
Shares
   
Par value
   
Capital
   
Stock
   
Deficit
   
Equity (Deficit)
 
Balance at June 4, 2009 (inception)
    ---     $ ---       ---     $ ---     $ ---     $ ---     $ ---     $ ---  
                                                                 
Shares issued for cash at $0.10 per share
    788,000       788       ---       ---       78,012       ---       ---       78,800  
                                                                 
Net loss
    ---       ---       ---       ---       ---       ---       (66,041 )     (66,041 )
                                                                 
Balance at December 31, 2009
    788,000     $ 788       ---     $ ---     $ 78,012     $ ---     $ (66,041 )   $ 12,759  
                                                                 
Shares issued for cash at $0.10 per share
    2,996,500       2,997       ---       ---       296,653       ---       ---       299,650  
                                                                 
Equity issuance cost
    ---       ---       ---       ---       (5,850 )     ---       ---       (5,850 )
                                                                 
Net loss
    ---       ---       ---       ---       ---       ---       (193,657 )     (193,657 )
                                                                 
Balance at December 31, 2010
    3,784,500     $ 3,785       ---     $ ---     $ 368,815     $ ---     $ (259,698 )   $ 112,902  
                                                                 
Shares issued for cash at $0.10 per share
    3,290,000       3,289       ---       ---       325,711       ---       ---       329,000  
                                                                 
Equity issuance cost
    ---       ---       ---       ---       (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       ---       ---  
                                                                 
Shares issued for cash at $0.10 per share
    4,450,000       4,450       ---       ---       440,550       ---       ---       445,000  
                                                                 
Stock issued to board member for services at $0.10 per share
    9,000,000       9,000       ---       ---       891,000       ---       ---       900,000  
                                                                 
Net loss
    ---       ---       ---       ---       ---       ---       (1,324,741 )     (1,324,741 )
                                                                 
Balance at December 31, 2011
    43,311,767     $ 43,312       10,000,000     $ 10,000     $ 1,556,450     $ 56,638     $ (1,584,439 )   $ 81,961  
                                                                 
Stock 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       2650       ---       ---       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       10,000       ---       ---       ---       ---       ---       10,000  
 
 
5

 
 
 
STAKOOL, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIT)
AS OF SEPTEMBER 30, 2012
 
 
                           
Additional
               
Total
 
   
Common Stock
   
Preferred Stock
   
paid-in
   
Treasury
   
Accumulated
   
Stockholders’
 
   
Shares
   
Par value
   
Shares
   
Par value
   
Capital
   
Stock
   
Deficit
   
Equity (Deficit)
 
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
    ---       ---       ---       ---       ---       (35,879 )     ---       (35,879 )
                                                                 
Stock issued for Ironridge 3(a)10 transaction
    9,715,000       9,715       ---       ---       275,202       ---       ---       284,917  
                                                                 
Adjustment for new par value
    ---       (76,775 )     ---       (9,900 )     86,675       ---       ---       ---  
                                                                 
Issued common stock to Ludlow capital, a non-related party, at $0.01 per share
    2,000,000       20       ---       ---       19,980       ---       ---       20,000  
                                                                 
Issued common stock to Ironridge for 3(a) transaction
    236,000,000       2,360       ---       ---       21,240       ---       ---       23,600  
                                                                 
Issued Preferred C stock for services to a non-related party for services
    ---       ---       10,000       ---       25,000       ---       ---       25,000  
                                                                 
Issued 2 billion shares of common stock to an officer and director for control
    2,000,000,000       20,000       ---       ---       2,580,000       ---       ---       2,600,000  
                                                                 
Issued Preferred C stock for services to a related party
    ---       ---       25,000       ---       62,500       ---       ---       62,500  
                                                                 
Sold Preferred C stock to non related parties for cash
    ---       ---       4,400       ---       11,000       ---       ---       11,000  
                                                                 
Issued Preferred B stock to an officer and director for control
    ---       ---       1       ---       ---       ---       ---       ---  
                                                                 
Net loss
    ---       ---       ---       ---       ---       ---       (3,811,728 )     (3,811,728 )
                                                                 
Balance at September 30, 2012
    2,315,548,767     $ 23,155       10,039,401     $ 100     $ 5,130,262     $ 20,759     $ (5,396,167 )   $ (221,891 )
 
The accompanying notes are an integral part of these financial statements.

 
6

 
 
STAKOOL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
   
Nine months ended
 
   
September 30,
 
   
2012
   
2011
 
   
(unaudited)
   
(unaudited)
 
Cash flows from operating activities:
           
Net income (loss)
  $ (3,811,728 )   $ (235,939 )
Adjustments to reconcile net loss to net cash
               
  Provided by operating activities:
               
Depreciation and amortization
    300       282  
Stock based compensation
    3,423,563       150,000  
Change in assets and liabilities:
               
Accounts and other receivables
    2,605       (679 )
Prepaid expense
    46,597       ---  
Inventories
    (239 )     ---  
Accounts payable
    393,997       ---  
Accrued interest
    (10,299 )     ---  
Accrued interest – related parties
    3,333       1,575  
Net cash used in operating activities
    48,129       (84,761 )
                 
Cash flows from investing activities:
               
Cash acquired in merger/acquisition
    ---       38,988  
Net cash used in investing activities
    ---       38,988  
                 
Cash flows from financing activities:
               
Contributed capital
    ---       39,500  
Proceeds from notes payable
    82,600       ---  
Repayment of notes payable, related parties
    ---       (9,750 )
Repayment of notes payable
    (9,300 )     ---  
Payments on due for acquisition
    (220,000 )     ---  
Proceeds from stock sales
    84,313       20,000  
Net cash provided by financing activities
    (62,387 )     49,750  
                 
Net change in cash and cash equivalents
    (14,258 )     3,977  
                 
Cash and cash equivalents
               
Beginning of period
    15,560       7,305  
End of period
  $ 1,302     $ 11,282  
                 
Supplemental cash flow information:
               
Cash paid during the period for:
               
Income taxes
  $ ---     $ ---  
Interest
  $ ---     $ ---  
Non-cash investing and financing activities:
               
Assets spun off in merger/acquisition
  $ ---     $ 200,000  
Liabilities spun off in merger/acquisition
    ---       223,396  
Total non-cash investing and financing activities
  $ ---     $ 423,396  
                 
The accompanying notes are an integral part of these financial statements.

 
7

 
 
STAKOOL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
(UNAUDITED)
 
NOTE 1 – NATURE OF BUSINESS
 
ORGANIZATION

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.

The Company is headquartered in Jacksonville, FL

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management’s plan to obtain such resources for the Company include obtaining capital from management and significant stockholders sufficient to meet the Company’s minimal operating expenses.  However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company.  In addition, profitability will ultimately depend upon the level of revenues received from business operations.  However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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.

UNAUDITED INTERIM FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the three and nine month periods ended September 30, 2012 and 2011; (b) the financial position at September 30, 2012; and (c) cash flows for the nine month periods ended September 30, 2012 and 2011, have been made.
 
 
8

 
 
STAKOOL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
(UNAUDITED)
 
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.

CASH AND CASH EQUIVALENTS

Stakool considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At September 30, 2012 and December 31, 2011, the Company had $1,302 and $15,560 of cash, respectively.

DEFERRED INCOME TAXES AND VALUATION ALLOWANCE

The Company accounts for income taxes under FASB ASC 740 “Income Taxes.”  Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.”  The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share.  Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding.  Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at September 30, 2012 and at December 31, 2011.  As of September 30, 2012 and at December 31, 2011, the Company had no dilutive potential common shares.

REVENUE RECOGNITION

The Company derives revenue from consulting arrangements with clients.  Revenue is generated by hourly fee structure or fixed contract costs, based on expected time to complete; additionally, costs incurred may be billed, as defined by the contractual arrangements.  The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

STOCK BASED COMPENSATION

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  The Company issued 3,365,000 shares of common stock and 14,400 shares of Convertible Preferred C stock to consultants for services during the period ended September 30, 2012. The Company also issued 2,650,000 shares of common stock to the former management, 2,000,000,000 shares of common stock, 25,000 shares of convertible preferred C stock and 1 share of convertible preferred B stock to certain officers and directors of Stakool, Inc. that has been classified as stock based compensation during the period ended September 30, 2012.   To date, the Company has not granted any stock options.
 
 
9

 
 
STAKOOL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
(UNAUDITED)
 
RECENT ACCOUNTING PRONOUNCEMENTS

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect of such rules and releases will not have a material impact on the Company's present or future financial statements.

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 September 30, 2012. Bad debt expense related to customer receivables for the three and nine months ended September 30, 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.

NOTE 3 –BALANCE SHEET COMPONENTS

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.

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 September 30, 2012 and December 31, 2011:

   
September 30,
2012
   
December 31,
2011
 
Finished goods
  $ 3,994     $ 2,375  
Packaging and supplies
    18,170       19,550  
Total Inventories
    22,164     $ 21,925  

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 September 30, 2012 and December 31, 2011:

   
September 30,
 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
    (830 )     (530 )
Property and equipment, net
  $ 1,011     $ 1,311  
 
 
10

 
 
STAKOOL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
(UNAUDITED)
SHORT TERM NOTES PAYABLE

Notes payable consist of the following at September 30, 2012:

   
September 30,
2012
 
Line of credit from Blue Dolphin a non related party.  Certain funds were loaned for expenses.  The line of credit carries a 0% interest rate and payments can be made at any time.
  $ 35,800  
         
On August 15, 2012, the Company executed a convertible promissory note to Asher Enterprises, Inc. for proceeds of $32,500.  The note bears a 8% interest and is secured by common stock of the Company.  The loan matures on May 17, 2013.  Any principal balance remaining after the due date is subject to a increased interest rate of 22% APR.  The principal and interest can be convertible into shares of the Company’s common stock at a 45% discount to the market price.
    32,500  
         
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.
    50,000  
         
Total notes payable
  $ 118,300  

DUE FOR ACQUISITION

On April 26, 2012, the Company entered 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 affect, directly or indirectly, any short sale until at least 180 days after the end of the calculation period.

The balance due for acquisition at September 30, 2012 is $-0-.
 
 
11

 

STAKOOL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
(UNAUDITED)
 
NOTE 4 –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 September 30, 2012.

NOTE 5 –SHAREHOLDERS’ EQUITY (DEFICIT)

The Company filed an amendment to its Articles of Incorporation with the state of Nevada on July 23, 2012 to change the designation of its capital and preferred stock, as follows.  The authorized common stock of the Company consist of 4,000,000,000 shares with a par value $0.00001. The Company also has 100,000,000 shares of par value $0.00001 preferred stock authorized.  As a result, the Company adjusted the par value and additional paid in capital accounts on its balance sheet at September 30, 2012.

During the period ended September 30, 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.

During the period ended September 30, 2012, the Company issued 3,650,000 shares of common stock and 14,400 shares of Convertible Preferred C stock to consultants for services

During the period ended September 30, 2012. The Company issued 2,650,000 shares of common stock to the former management for services.

During the period ended September 30, 2012 the Company issued 2,000,000,000 shares of common stock, 25,000 shares of convertible preferred C stock and 1 share of convertible preferred B stock to an officer and director that has been classified as stock based compensation during the period ended September 30, 2012.

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

During the period ending September 30, 2012 the Company converted two notes payable from non-related parties along with the accrued interest for a total of $20,299 into 10,100,000 shares of its common stock.

During the period ending September 30, 2012 the Company converted a note payable from a non-related party into 8,172,000 shares of its common stock.

On April 26, 2012, The Company entered 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.  Ironridge received an initial issuance of 9,715,000 shares of the Company’s common stock.  During the period ending September 30, 2012 the Company issued an additional 236,000,000 shares of unrestricted common stock to Ironridge.

On September 14, 2012 the Company filed a Form S-8 with the Securities and Exchange Commission.  The Form S-8 registered 400,000,000 shares of its common stock in connection with the Company’s 2012 Incentive Stock Plan.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

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 $7,475, which included common area maintenance, during the period ended September 30, 2012.

Year ended December 31, 2012
  $ 13,257  
2013
    11,277  
Total of payments
  $ 24,534  
 
 
12

 
 
STAKOOL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
(UNAUDITED)
 
NOTE 7 – INCOME TAXES

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.  As of September 30, 2012 the Company had a loss of $5,396,167.  The net operating loss in the amount of $5,396,167, resulting from operating activities, result in deferred tax assets of approximately $1,834,697 at the effective statutory rates.  The deferred tax asset has been off-set by an equal valuation allowance.

NOTE 8 – SUBSEQUENT EVENTS

During the month of October 2012 the Company issued 282,980 shares of the Company’s convertible preferred C stock.  The stock was issued as an addendum to the subscription agreements associated with the open private placement investments made by various investors between fiscal year 2009 and 2011.

On October 5, 2012 the Company issued 375,000,000 shares of its common stock without restriction to various consultants for services.  The Company registered the common stock with the Securities and Exchange Commission on Form S-8 on September 14, 2012.

On October 10, 2012 the Company issued 50,000,000 shares of its common stock without restriction to Asher Enterprise, Inc. at a value of $15,000.  The shares were issued as principal reduction to a Promissory Note dated January 16, 2012 between the Company and a non-related party.

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2012 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 in addition to those already disclosed.
 
 
13

 

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 a leading supplier 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.  During 2012 and 2013, ANTHUS LIFE will continue to introduce additional USDA Certified Organic health product, positively impacting sales going forward.  Also, for 2012 and 2013, ANTHUS LIFE’s R&D team is diligently working to develop additional product line extensions to include but not limited to energy drinks, additional health food items, snacks, cookies, as well as the potential integration of advanced technologies such as nutraceuticals, etc.

In June 2009, ANTHUS LIFE secured a contract manufacturer with the requisite governmental approval, having completed the package design and is distributing the initial product offering.  During the first half of 2012, ANTHUS LIFE engaged efforts to entirely redesign the packaging (wrapper and display boxes) of its Natural plus Energy product line.  ANTHUS LIFE is excited about the opportunity to bring healthy, great tasting, and natural and/or organic food products at affordable prices to North American consumer market.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report on Form 10-Q and other reports filed by StaKool, Inc. (“we,” “us,” “our,” or the “Company”) from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements (collectively the “Filings”) and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management.  Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof.  When used in the Filings, the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”, or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements.  Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors.  Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.
 
 
14

 

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements.  Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).  These accounting principles require us to make certain estimates, judgments and assumptions.  We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made.  These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented.  Our financial statements would be affected to the extent there are material differences between these estimates and actual results.  In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application.  There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result.  The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

Results of Operations for the three and nine months ended September 30, 2012 and 2011

Revenues

Total Revenue.  Total revenues for the three and nine months ended September 30, 2012 and 2011 were $2,251, $17,388, $3,347 and $3,347, respectively.  Total revenues were the result of our product sales.

Operating Expenses

Total Operating Expenses.  Total operating expenses for the three and nine months ended September 30, 2012 and 2011 were $2,889,266, $3,824,922, $220,578 and $237,429, respectively.  Total operating expenses consisted of Cost of revenues, professional fees, stock based compensation, Rent and selling, general and administrative expenses.  The changes in operating expenses were primarily the results of stock based compensation, and consulting fees.

Liquidity & Capital Resources

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.

The Company sustained a loss of $3,811,728 for the nine months ended September 30, 2012 and $235,939 for the nine months ended September 30, 2011.  Because of the absence of positive cash flows from operations, the Company requires additional funding for continuing the development and marketing of products. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We are presently unable to meet our obligations as they come due.  At September 30, 2012 we had minimal assets and a working capital deficit of $224,602.  Our working capital deficit is due to the results of operations.

Net cash (used in)/provided by operating activities for the nine months ended September 30, 2012 and 2011 was $48,129 and ($84,761), respectively.  Net cash used in operating activities includes our net loss, accounts payable, depreciation, prepaid expenses, accrued interest and services settled in common stock.

Net cash used in investing activities for the nine months ended September 30, 2012 and 2011 was $-0- and $38,988, respectively.  Net cash used in investing activities includes the cash acquired in merger/acquistion.

Net cash provided by (used in) financing activities for the nine months ended September 30, 2012 and 2011 was ($62,387) and $49,750, respectively.  Net cash provided by financing activities for the nine months ended September 30, 2012 includes the proceeds from stock sales of $84,313, proceeds from and payments on notes payable net of $73,300, and payment due for acquisition of ($220,000).
 
 
15

 

We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing.  However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability.  In addition, our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations.  We are presently engaged in capital raising activities through one or more private offering of our company’s securities.  See “Note 2 – Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”

Off-Balance Sheet Arrangements

As of September 30, 2012, 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
 
We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures.

(a)           Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

With respect to the period ending September 30, 2012, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.

Based upon our evaluation regarding the period ending September 30, 2012, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.  Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.  However, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

(b)           Changes in Internal Controls.

There have been no changes in the Company’s internal control over financial reporting during the period ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
 
 
16

 

PART II - OTHER INFORMATION
 
Item 1.      Legal Proceedings.
 
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.  There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC on April 24, 2012.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the period ended September 30, 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.

During the period ended September 30, 2012, the Company issued 3,650,000 shares of common stock and 14,400 shares of Convertible Preferred C stock to consultants for services

During the period ended September 30, 2012. The Company issued 2,650,000 shares of common stock to the former management for services.

During the period ended September 30, 2012 the Company issued 25,000 shares of convertible preferred C stock and 1 share of convertible preferred B stock to an officer and director that has been classified as stock based compensation during the period ended September 30, 2012.

During the period ending September 30, 2012 the Company converted two notes payable from non-related parties along with the accrued interest for a total of $20,299 into 10,100,000 shares of its common stock.

During the period ending September 30, 2012 the Company converted a note payable from a non-related party into 8,172,000 shares of its common stock.

During the period ending September 30, 2012 the Company issued 236,000,000 shares of unrestricted common stock in connection with its 3(a) transaction with Ironridge Global IV, Inc.

There were no other unregistered sales of the Company’s equity securities during the period ended September 30, 2012 that were not otherwise disclosed on a Form 4, Form 8-K or Form S-8.
 
Item 3. Defaults upon Senior Securities.

There were no defaults upon senior securities during the quarter ended September 30, 2012.

Item 4.  Mine Safety Disclosure.
 
Not applicable
 
Item 5.  Other Information.
 
There is no other information required to be disclosed under this item which was not previously disclosed.
 
 
17

 
 
Item 6. Exhibits.

Exhibit No.
 
Description
31.1
 
Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
     
31.2
 
Certification by the Principal Accounting Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
     
32.1
 
Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
     
32.2
 
Certification by the Principal Accounting Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
 
 
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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.
 
 
STAKOOL, INC.
 
       
Dated:  November 9, 2012
  /s/ Peter Hellwig  
    Peter Hellwig  
    Principal Executive Officer  
 
 
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