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EXHIBIT 99.1

 

Diamond Creek Group, LLC

Index to Financial Statements

December 31, 2020 and 2019

 

Independent Auditors’ Report

 

F-1

 

Balance Sheet

 

F-2

 

Statement of Operations

 

F-3

 

Statement of Partners’ Equity

 

F-4

 

Statement of Cash Flows

 

F-5

 

Notes to Financial Statements

 

F-6

 

 

 

 

Boyle CPA, LLC

Certified Public Accountants & Consultants

 

INDEPENDENT AUDITOR’S REPORT

 

To the Board of Directors and Partners’ of

Diamond Creek Group, LLC

 

Report on the Financial Statements

 

We have audited the accompanying financial statements of Diamond Creek Group, LLC, which comprise the balance sheets as of December 31, 2020 and 2019, and the related statements of operations, partners’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Diamond Creek Group, LLC. as of December 31, 2020 and 2019, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

Bayville, New Jersey

April 2, 2021

 

361 Hopedale Drive SE

Bayville, NJ 08721

 

P (732) 822-4427

F (732) 510-0665

 

 
F-1

Table of Contents

  

Diamond Creek Group, LLC

Balance Sheet

As of December 31, 2020 and December 31, 2019

 

 

 

December 31,

2020  

 

 

December 31,

2019 

 

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$ 80,800

 

 

$ 51,616

 

Accounts Receivable- net

 

 

38,158

 

 

 

56,961

 

Total Current Assets

 

 

118,958

 

 

 

108,577

 

Property and equipment, net of accumulated depreciation

 

 

73,593

 

 

 

81,224

 

Total assets

 

$ 192,551

 

 

$ 189,801

 

 

 

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts Payable and Accrued Expenses

 

$ 86,539

 

 

$ 51,666

 

Total current liabilities

 

 

86,539

 

 

 

51,666

 

 

 

 

 

 

 

 

 

 

Long-Term Liabilities

 

 

-

 

 

 

-

 

Total Long-Term Liabilities

 

 

-

 

 

 

-

 

Total Liabilities

 

$

86,539

 

 

$

51,666

 

 

 

 

 

 

Partner’s Equity

 

 

 

 

 

 

 

 

Partner’s Equity

 

 

106,012

 

 

 

138,135

 

Total Equity

 

 

106,012

 

 

 

138,135

 

Total Liabilities and Partner’s Equity

 

$ 192,551

 

 

$ 189,801

 

 

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

 

 
F-2

Table of Contents

 

Diamond Creek Group, LLC

Statement of Operations

For The Years Ended December 31, 2020 And December 31, 2019

 

 

 

December 31,

2020

 

December 31,

2019

Revenue

 

 

 

 

Sales Income

 

$ 1,521,735

 

 

$ 1,635,874

 

Discounts and Returns

 

 

(112,190 )

 

 

(188,856 )

Total Sales

 

 

1,409,545

 

 

 

1,447,018

 

Cost of Goods Sold

 

 

1,109,050

 

 

 

1,153,982

 

Gross Margin

 

$ 300,495

 

 

$ 293,036

 

Operating Expenses

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

251,850

 

 

 

243,808

 

Depreciation expense

 

 

22,132

 

 

 

21,959

 

Total operating expenses

 

 

273,982

 

 

 

265,767

 

Net Income (Loss) For The Period

 

$ 26,513

 

 

$ 27,269

 

 

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

 

 
F-3

Table of Contents

     

Diamond Creek Group, LLC

Statement of Partners’ Equity

For the Years Ended December 31, 2020 And December 31, 2019

 

 

 

Partner’s

Capital

 

 

Total

 

Balance December 31, 2018

 

$ 134,132

 

 

$ 134,132

 

Partner Distributions

 

 

(23,266 )

 

 

(23,266 )

Net Income

 

 

27,269

 

 

 

27,269

 

Balance December 31, 2019

 

$ 138,135

 

 

$ 138,135

 

Partner Distributions

 

 

(58,636 )

 

 

(58,636 )

Net Income

 

 

26,513

 

 

 

26,513

 

Balance, December 31, 2020

 

$ 106,012

 

 

$ 106,012

 

 

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

 

 
F-4

Table of Contents

   

Diamond Creek Group, LLC

Statement of Cash Flows

For The Years Ended December 31, 2020 And December 31, 2019

 

2020

 

 

2019

 

Cash Flows From Operating Activities

 

 

 

 

 

 

Net Income

 

$ 26,513

 

 

$ 27,269

 

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

22,132

 

 

 

21,959

 

(Increase) decrease in:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

18,803

 

 

 

(13,684 )

Prepaids and other

 

 

-

 

 

 

7,226

 

Increase(decrease) in:

 

 

 

 

 

 

 

 

Accounts payable & Accrued expense

 

 

24,646

 

 

 

(10,776 )

Other liabilities

 

 

10,226

 

 

 

5,735

 

Net cash provided by (used in) operating activities

 

 

102,320

 

 

 

37,729

 

Investing Activities

 

 

 

 

 

 

 

 

Purchase of equipment

 

 

(14,500 )

 

 

-

 

Disposal of equipment

 

 

-

 

 

 

-

 

Net cash provided by (used in) investing activities

 

 

(14,500 )

 

 

-

 

Financing Activities

 

 

 

 

 

 

 

 

Partners’ Distributions

 

 

(58,636 )

 

 

(23,266 )

Net cash provided by (used in) financing activities

 

 

(58,636 )

 

 

(23,266 )

Net Increase (Decrease) in Cash and Cash Equivalents

 

 

29,184

 

 

 

14,463

 

Cash and Cash Equivalents, Beginning of Period

 

 

51,616

 

 

 

37,153

 

Cash and Cash Equivalents, End of Period

 

$ 80,800

 

 

$ 51,615

 

 

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

 

 
F-5

Table of Contents

  

NOTES TO FINANCIAL STATEMENTS

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization and Nature of Operations

 

Diamond Creek Group, LLC. (“the Company”) was organized as a limited liability company under the laws of North Carolina in February of 2012.

 

Description of Business

 

The Company acts as a wholesale distributor and sells Diamond Creek Ionized 9.5pH Alkaline Natural Springs Water to various retailers and businesses.

 

Basis of Accounting

 

The financial statements are prepared on the accrual basis of accounting, whereby revenue is recognized when earned and expenses are recognized when incurred.

 

Use of Estimates

 

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States (US GAAP) requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Management uses its historical records and knowledge of its business in making estimates. Accordingly, actual results could differ from those estimates.

 

Revenue Recognition

 

On January 1, 2018, the Company adopted ASU No. 2014-09 “Revenue from Contracts with Customers” (Topic 606) and all subsequent ASUs that modified Topic 606 using the modified retrospective approach. Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies a performance obligation.

 

The Company’s revenue is comprised of product sales. Substantially all the Company’s revenue is recognized at the time control of the product transfers to the customer.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. There were no cash equivalents on December 31, 2020 or December 31, 2019.

 

Accounts Receivable

 

Accounts receivable is reported on the balance sheet at gross amounts due. Management closely monitors outstanding accounts receivable and charges off to expense any balances that are determined to be uncollectible. As of December 31, 2020, and December 31, 2019 accounts receivable were $38,158 and $56,961. There was no allowance for doubtful accounts and no bad debt expense was recorded.

 

 
F-6

Table of Contents

    

Property and Equipment

 

Property and equipment are stated at cost. Expenditures for renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is calculated using the straight-line method for financial reporting purposes based on the following estimated useful lives:

 

Classification

 

Useful Life

 

 

 

 

 

Machinery & Equipment

 

7 Years

 

  

Valuation of long-lived assets

 

In accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment used by us are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of assets to estimated discounted net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

 

Income Taxes

 

The Company is treated as a partnership for federal and state income tax purposes. The members of the LLC are taxed on their proportionate share of the Company’s taxable income. Therefore, the financial statements do not reflect a provision or liability for federal and state income taxes. The years ending on or after December 31, 2017 remain subject to examination by federal and state tax authorities.

 

Accounting Pronouncements

 

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to our financial position, results of operations or cash flows.

 

2. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

 

 

December 31,

2020

 

 

December 31,

2019

 

Accounts payable

 

$ 60,636

 

 

$ 42,642

 

Accrued credit cards

 

$ 8,313

 

 

$ 1,659

 

Other Liabilities

 

$ 17,590

 

 

$ 7,365

 

Total

 

$ 86,539

 

 

$ 51,666

 

 

 
F-7

Table of Contents

  

3. PROPERTY AND EQUIPMENT, NET

 

Property and equipment, net as of December 31, 2020 and December 31, 2019 was $73,593 and $81,224 respectively, consisting of the following:

 

 

 

December 31,

2020

 

 

December 31,

2019

 

Machinery & Equipment

 

$ 168,214

 

 

$ 153,714

 

Less: accumulated depreciation

 

 

(94,621 )

 

 

(72,490 )

Plant and equipment, net

 

$ 73,593

 

 

$ 81,224

 

 

As December 31, 2020 and December 31, 2019 total depreciation expense was $22,132 and $21,959 respectively.

 

4. COMMITMENTS AND CONTINGENCIES

 

In the ordinary course of business, the Company may, from time to time, become a party to legal claims and disputes. At December 31, 2020, management and legal counsel are not aware of any pending or threated litigation or unasserted claims or assessments that could result in losses, if any, that would be material to the financial statements.

 

The COVID-19 pandemic is having significant effects on global markets, supply chains, business, and communities. The extent of the impact of the outbreak on the operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and the impact on the Company’s customers and vendors. Management believes they are taking appropriate actions to mitigate the negative impact. However, the full impact of COVID-19 is unknown and cannot be reasonably estimated as these events are still developing.

 

5. SUBSEQUENT EVENTS

 

The Company evaluated the effect subsequent events would have on the financial statements the date the financial statements were available to be issued.

 

 
F-8