On March 15, 2016, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 250 new common shares for 1 old common share. All shares amounts have been retroactively adjusted for all periods presented.
The accompanying notes are an integral part of these condensed financial statements.
On March 15, 2016, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 250 new common shares for 1 old common share. All shares amounts have been retroactively adjusted for all periods presented.
MY CLOUDZ, INC.
STATEMENTS OF CASH FLOWS
(Audited)
|
|
Year ended
August 31,
2017
|
|
|
Year ended
August 31,
2016
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
Net loss for the period
|
|
$
|
(35,850
|
)
|
|
$
|
(35,008
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
|
|
-
|
|
|
|
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
(21,226
|
)
|
|
|
22,000
|
|
Prepaid
|
|
|
(1,875
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH USED IN OPERATING ACTIVITIES
|
|
|
(58,951
|
)
|
|
|
(13,008
|
)
|
|
|
|
|
|
|
|
|
|
NET CASH USED IN INVESTING ACTIVITIES
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
CASH FLOW FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Proceeds from sale of common stock
|
|
|
5,000
|
|
|
|
4,029
|
|
Services rendered for common stock
|
|
|
5,000
|
|
|
|
(10
|
)
|
Proceeds from related parties
|
|
|
48,720
|
|
|
|
13,510
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
|
|
58,720
|
|
|
|
17,528
|
|
|
|
|
|
|
|
|
|
|
NET DECREASE IN CASH
|
|
|
(231
|
)
|
|
|
4,521
|
|
|
|
|
|
|
|
|
|
|
CASH, BEGINNING OF PERIOD
|
|
|
5,108
|
|
|
|
587
|
|
|
|
|
|
|
|
|
|
|
CASH, END OF PERIOD
|
|
$
|
4,877
|
|
|
$
|
5,108
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING
ACTIVITIES:
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
Income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
The accompanying notes are an integral part of these financial statements.
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
My Cloudz, Inc. was incorporated in the State of Nevada as a for-profit Company on July 31, 2014 and established a fiscal year end of August 31. The Company intends to market and sell its planned online data storage through its intended website.
Going concern
To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $88,948. As at August 31, 2017 the Company has a working capital deficit of $ 69,929. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. As of August 31, 2017 the Company has funded initial expensed through advances from the president. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The financial statements present the balance sheet, statements of operations, stockholders’ equity (deficit) and cash flows of the Company. These financial statements are presented in the United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.
Comprehensive Loss
“Reporting Comprehensive Income” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of August 31, 2017, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.
Cash
Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of August 31, 2017. As of August 31, 2017 the Company had $16 held in an escrow account with Highland Escrow Trust and Real Estate Services Co. Ltd., and $4,861 in a lawyers trust account with the Law Offices of Thomas E. Puzzo, PLLC.
Financial Instruments
All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair value of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
MY CLOUDZ, INC.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2017 (Audited)
|
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Loss per Common Share
The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the period. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share is the same as basic loss per share due to the lack of dilutive items in the Company.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – CAPITAL STOCK
The Company’s capitalization is 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.
On November 10, 2014, the Company issued 1,250,000,000 common shares at $0.000004 per share to the sole director and president of the Company for cash proceeds of $5,000.
On March 11, 2016, the Company closed of its financing and the Company issued 20,137,500 common shares to 30 shareholders at $0.0002 per share for net cash proceeds of $4,029.
On March 15, 2016, the founding shareholder of the Company returned 1,217,500,000 restricted shares of common stock to treasury and the shares were subsequently cancelled by the Company. The shares were returned to treasury for $0.000000008 per share for a total consideration of $10 to the shareholder.
On March 15, 2016, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 250 new common shares for 1 old common share. The issued and outstanding common stock increased from 210,550 to 52,637,500 as of March 15, 2016.
On May 29, 2017 the directors of the Company approved the issuance of 2,500,000 common shares at $0.001 to Thomas Puzzo to provide legal services to the Company for a term of one year.
All references in these financial statements to number of common shares, price per share and weighted average number of shares outstanding prior to the 250:1 forward split have been adjusted to reflect the stock split on a retroactive basis unless otherwise noted.
On June 1, 2017 the directors of the Company approved to sell up to ten million (10,000,000) common shares of the Company stock at $0.001 per share. As of August 31, 2017 the Company had sold 5,000,000 shares for net proceeds of $5,000 to the Company.
MY CLOUDZ, INC.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2017 (Audited)
|
NOTE 3 – CAPITAL STOCK (continued)
On June 1, 2017 the Company in exchange for providing legal services in connections with a business transaction (refer to Note 4) all rendering legal advice in connection with U.S. securities relations for a term of one year the Company issued a total of 5,000,000 ( 2 x 2,500,000) restricted shares to two lawyers at a par value of $0.001. All considerations for payment for the shares will have been paid for the shares as of June 1, 2017.
As of August 31, 2017, the Company has not granted any stock options and has not recorded any stock-based compensation.
NOTE 4 – LETTER OF INTENT
Subsequent to the period, on September 5, My Cloudz, Inc., a Nevada corporation (the “Company”), announced it had entered into a non-binding letter of intent, dated August 17
th
executed September 5, 2017 (the “Letter of Intent”), with Gridiron BioNutrients™ a Nevada corporation (“Gridiron”), pursuant to which, the Company has proposed to acquire Gridiron. The prospective transaction is contemplated to be structured as a share exchange, whereby the Company would acquire all issued and outstanding shares and other securities of Gridiron in exchange for shares of common stock of the Company, such that upon closing of the share exchange, the shareholders of Gridiron would hold 70% of the issued and outstanding shares of common stock of the Company.
Gridiron BioNutrients™ is a business committed to health solutions through the advancement of cannabidiol “CBD” science. The Company’s flagship product is Gridiron MVP™ Water; Gridiron is also currently in development of additional CBD products for the health and wellness industry that will be released over the next twelve months.
The Gridiron MVP™ water is infused with the highest quality organic CBD that has soil based probiotics, fulvic and humic minerals, 77+ additional trace minerals, electrolytes, with a pH of 10. The beverage has no THC, no sugar - no artificial flavors - no artificial colors.
The Letter of Intent provides that until November 30
th
, 2017 neither the Company nor Gridiron BioNutrients™ may negotiate or deal with any other party with respect to any matter related to the prospective share exchange, and (ii) that definitive documentation regarding the prospective share exchange shall be executed not later than November 30, 2017, and that closing shall take place on November 30
th
2017. The agreement allows for an automatic extension of 30 days should the definitive agreement not be executed by November 30
th
, 2017. Should for any reason the definitive agreement not be executed by March 31, 2018 then the letter of intent shall be deemed terminated.
NOTE 5 – RELATED PARTY TRANSACTIONS
As of August 31, 2017 the Company’s outstanding related party advances balance is $75,907 (August 31, 2016 - $27,187). The amounts are due to the Company’s former President and, are non-interest bearing, unsecured, expected to be repaid and considered a current liability.
On June 1, 2017 the Company issued to the current president of the Company 2,500,000 restricted common shares for providing legal services.
NOTE 6 – INCOME TAXES
A reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:
|
|
August 31,
2017
|
|
|
August 31,
2016
|
|
|
|
|
|
|
|
|
Net loss before income taxes per financial statements
|
|
$
|
(35,850
|
)
|
|
$
|
(35,008
|
)
|
Income tax rate
|
|
|
34
|
%
|
|
|
34
|
%
|
Income tax recovery
|
|
|
(12,189
|
)
|
|
|
(11,903
|
)
|
Non-deductible
|
|
|
--
|
|
|
|
--
|
|
Valuation allowance change
|
|
|
12,189
|
|
|
|
11,903
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
$
|
–
|
|
|
$
|
–
|
|
MY CLOUDZ, INC.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2017 (Audited)
|
The significant component of deferred income tax assets at August 31, 2017 and August 31, 2016, is as follows:
|
|
August 31,
2017
|
|
|
August 31,
2016
|
|
Net operating loss carry-forward
|
|
$
|
30,243
|
|
|
$
|
18,054
|
|
Valuation allowance
|
|
|
(30,243
|
)
|
|
|
(18,054
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred income tax asset
|
|
$
|
–
|
|
|
$
|
–
|
|
The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management's judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.
As of August 31, 2017 and August 31, 2016 the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the year ended August 31, 2017 and August 31, 2016 and no interest or penalties have been accrued as of August 31, 2017 and August 31, 2016. As of August 31, 2017 and August 31, 2016, the Company did not have any amounts recorded pertaining to uncertain tax positions.
The tax years from 2014 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.
NOTE 7 – SUBSEQUENT EVENTS
On September 5, My Cloudz, Inc., a Nevada corporation (the “Company”), announced it had entered into a non-binding letter of intent, dated August 17
th
executed September 5, 2017 (the “Letter of Intent”), with Gridiron BioNutrients™ a Nevada corporation (“Gridiron”), pursuant to which, the Company has proposed to acquire Gridiron. The prospective transaction is contemplated to be structured as a share exchange, whereby the Company would acquire all issued and outstanding shares and other securities of Gridiron in exchange for shares of common stock of the Company, such that upon closing of the share exchange, the shareholders of Gridiron would hold 70% of the issued and outstanding shares of common stock of the Company.
Gridiron BioNutrients™ is a business committed to health solutions through the advancement of cannabidiol “CBD” science. The Company’s flagship product is Gridiron MVP™ Water; Gridiron is also currently in development of additional CBD products for the health and wellness industry that will be released over the next twelve months.
The Gridiron MVP™ water is infused with the highest quality organic CBD that has soil based probiotics, fulvic and humic minerals, 77+ additional trace minerals, electrolytes, with a pH of 10. The beverage has no THC, no sugar - no artificial flavors - no artificial colors.
The Letter of Intent provides that until November 30
th
, 2017 neither the Company nor Gridiron BioNutrients™ may negotiate or deal with any other party with respect to any matter related to the prospective share exchange, and (ii) that definitive documentation regarding the prospective share exchange shall be executed not later than November 30, 2017, and that closing shall take place on November 30
th
2017. The agreement allows for an automatic extension of 30 days should the definitive agreement not be executed by November 30
th
, 2017. Should for any reason the definitive agreement not be executed by March 31, 2018 then the letter of intent shall be deemed terminated.
MY CLOUDZ, INC.
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2017 (Audited)
|
NOTE 7 – SUBSEQUENT EVENTS (continued)
On October 9, 2017, My Cloudz, Inc., a Nevada corporation (the “Company”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company, GridIron BioNutrients, Inc., a Nevada corporation (“GridIron BioNutrients”), and the holders of common stock of GridIron BioNutrients, which consisted of 3 stockholders.
Under the terms and conditions of the Share Exchange Agreement, the Company offered, sold and issued 70,000,000 shares of common stock of the Company in consideration for all the issued and outstanding shares in GridIron BioNutrients. The effect of the issuance is that former GridIron BioNutrients shareholders now hold approximately 57.0% of the issued and outstanding shares of common stock of the Company, and GridIron BioNutrients is now a wholly-owned subsidiary of the Company.
Darren Long, the founder of GridIron BioNutrients, and the Company’s new Chief Executive Officer, Chairman of the board of directors, and Secretary, is the holder of 35,000,000 shares of common stock of the Company. Timothy Orr, the Company’s new President and a director of the Company, is the holder of 17,500,000 shares of common stock of the Company. Brian Martinho, the Company’s new Treasurer and a director, is the holder of 17,500,000 shares of common stock of the Company. The Company’s new officers and sole director, therefore, control an aggregate of 70,000,000, or 57.0%, of the outstanding common stock of the Company, on a fully diluted basis.
GridIron BioNutrients was incorporated on July 20, 2017, in Nevada. The business of GridIron BioNutrients is now our principal business. GridIron BioNutrients is organized for various investments under the GridIron BioNutrients brand as well as to conduct any other related business and activities. GridIron BioNutrients is the owner and has right to intellectual property, including trademark, trade dress, images, likenesses and other associated intellectual property, such as the name “Sony Hill” related to Timothy Orr.