Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: December 31, 2015

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

For the transition period from __________ to __________

Commission File Number: ________________

SMACK SPORTSWEAR

(Exact name of registrant as specified in its charter)

Nevada		26-1665960
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

13636 Ventura Blvd. #475

Sherman Oaks, CA 91423

(Address of principal executive offices, Zip Code)

(213) 296-3005

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 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 ☒ 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 ☒

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 ☒

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

The number of shares of registrant’s common stock outstanding as of February 11, 2016 was 27,621,237.

FORM 10-Q

SMACK SPORTSWEAR

DECEMBER 31, 2015

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		Page No.
PART I. - FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of December 31, 2015 and June 30, 2015	3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2015 and 2014	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2015 and 2014	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	11
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 1A	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	18
	Signature	19

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PART I. FINANCIAL INFORMATION

ITEM I. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Smack Sportswear

Condensed Consolidated Balance Sheets

	December 31, 2015			June 30, 2015
	(Unaudited)
ASSETS
Current Assets
Prepaid expense	$	6,875		$	-
TOTAL ASSETS		6,875			-

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	154,855		$	220,790
Payroll taxes and sales taxes payable		271,398			271,398
Due to former shareholder and officer		-			245,900
Notes payable - related parties		240,000			153,901
Notes payable		66,613			-
Other payables		37,061			8,500
Total Current Liabilities		769,927			900,489
Notes payable - related parties		-			150,000
Total Liabilities		769,927			1,050,489

Stockholders’ Deficit
Preferred stock, no par value, 5,000,000 shares authorized;
Series A voting preferred stock, 2,000,000 shares authorized;
No shares issued and outstanding		-			-
Common stock, $0.001 par value, 70,000,000 shares authorized;
27,987,623 and 22,117,776 shares issued and outstanding, respectively		27,988			22,118
Additional paid-in capital		1,537,941			1,309,017
Accumulated deficit		(2,328,981	)		(2,381,624	)
Total Stockholders’ Deficit		(763,052	)		(1,050,489	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	6,875		$	-

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

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Smack Sportswear

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2015			2014 (Restated)			2015			2014 (Restated)

REVENUE	$	-		$	-		$	-		$	-

OPERATING EXPENSES
General and administrative expenses		11,524			47,682			63,947			91,981

LOSS FROM OPERATIONS		(11,524	)		(47,682	)		(63,947	)		(91,981	)

OTHER EXPENSE
Interest expense		7,945			7,562			16,310			15,085

LOSS FROM CONTINUING OPERATIONS		(19,469	)		(55,244	)		(80,257	)		(107,066	)

DISCONTINUED OPERATIONS
Loss from discontinued operations		-			(156,163	)		-			(247,568	)
Gain from sale of discontinued operations		-						132,900			-
Income (loss) from discontinued operations		-			(156,163	)		132,900			(247,568	)

INCOME (LOSS) BEFORE INCOME TAXES		(19,469	)		(211,407	)		52,643			(354,634	)

Provision for income taxes		-			-			-			-

NET INCOME (LOSS)	$	(19,469	)	$	(211,407	)	$	52,643		$	(354,634	)

BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE:
Loss per share from continuing operations	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Income (loss) per share from discontinued operations	$	-		$	(0.01	)	$	0.01		$	(0.01	)
Net income (loss) per share	$	(0.00	)	$	(0.01	)	$	0.00		$	(0.02	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		26,137,345			20,592,505			24,127,561			19,690,829

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

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Smack Sportswear

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended
	December 31,
	2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations	$	(80,257	)	$	(107,066	)
Adjustments to reconcile net income to net cash from operating activities:
Fair value of common stock issued for services to former officers		12,000			-
Changes in operating assets and liabilities:
Prepaid expense		(6,875	)		-
Accounts payable and accrued liabilities		12,420			15,085
Net cash used in operating activities from continuing operations		(62,712	)		(91,981	)
Net cash used in operating activities from discontinued operations		-			(24,064	)
Net cash used in operating activities		(62,712	)		(116,045	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from promissory notes payable – related party		-			20,000
Repayment of notes payable – related party		-			(3,800	)
Proceeds from issuance of common stock		-			195,000
Proceeds from notes payable		66,613			-
Repayment of notes payable		(3,901	)		-
Net cash provided by financing activities from continuing operations		62,712			211,200
Net cash provided by financing activities of discontinued operations		-			-
Net cash provided by financing activities		62,712			211,200

Net increase (decrease) in cash and cash equivalents		-			95,155
Cash and cash equivalents - beginning of period		-			824
Cash and cash equivalents - end of period	$	-		$	95,979

Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Non-Cash Investing and Financing Activity:
Gain from sale of discontinued operations	$	132,900		$	-
Shares issued for debt	$	222,794		$	-

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

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SMACK SPORTSWEAR AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

December 31, 2015

NOTE 1 - ORGANIZATION, OPERATIONS AND BASIS OF ACCOUNTING

The accompanying unaudited condensed consolidated financial statements of Smack Sportswear, Inc. and Subsidiary (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they 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 normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the period ended December 31, 2015 are not necessarily indicative of the results that may be expected for the year ending June 30, 2016. For further information, refer to the financial statements and footnotes thereto included in the Company's Form 10-K for the year ended June 30, 2015.

Nature of the Business

SMACK Sportswear (“SMACK”) was originally incorporated in Nevada in October 2007. The Company’s primary business activities were the manufacturer and sale of performance and lifestyle based indoor and sand volleyball apparel and accessories. As of July 1, 2015, the Company has ceased operations and is looking for opportunities to acquire operating companies or merge with other operational entities.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying condensed consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. During the period ended December 31, 2015, the Company incurred a net loss from continuing operations of $80,257 and cash used in operating activities was $62,712, and as of that date, is delinquent in payments of $58,078 for accounts payable and $271,398 for payroll and sales taxes. As of December 31, 2015, the Company had a working capital deficiency of $763,052 and a shareholders’ deficit of $763,052. Furthermore, on July 27, 2015, the Company sold substantially all of its assets and business operations to a former officer. As a result, the Company’s operations since that date have ceased. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The opinion of our independent registered public accounting firm on our audited financial statements as of and for the year ended June 30, 2015 contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.

The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, an additional cash infusion and an identification of new business opportunities. During the period ended December 31, 2015, the Company raised $66,613 from an investor to pay past obligations and to allow the Company to continue operating in its shell status. Management believes this funding and future funding will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow it to continue looking for opportunities to acquire operating companies or merge with other operational entities. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stock holders, in case of equity financing.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

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Basis of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Team Sports Superstore. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of the condensed financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in valuing the fair value of common stock issued for services, among others. Actual results could differ from these estimates.

Fair Value of Financial Instruments

The Fair Value of Financial Instruments requires disclosure of fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As at December 31, 2015, the balances reported for cash and accounts payable and accrued expenses approximate their fair value because of their short maturities. Debt balances are stated at historical amounts less principal payments, which approximate fair market value. The Company believes interest rates in its debt agreements are commensurate with lender risk profiles for similar companies.

Loss per Share Calculations

Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the period ended December 31, 2015 and 2014, as there are no potential shares outstanding that would have a dilutive effect.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation for comparative purposes.

Recently Issued Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 3 – NOTES PAYABLE – RELATED PARTIES

Notes payable to related parties consist of the following as of December 31, 2015 and June 30, 2015:

	December 31, 2015		June 30, 2015
Loan payable – related party (a)	$	-	$	3,901
Unsecured promissory note due to related party (b)		120,000		150,000
Unsecured promissory note due to related party (c)		120,000		150,000
		240,000		303,901
Less: current portion		240,000		(153,901	)
Long-term portion	$	-	$	150,000

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(a) As of June 30, 2015, the Company had a loan payable due to a family member of the former CEO in the amount of $3,901. During the period ended December 31, 2015, the $3,901 balance was repaid and no amount was owed under the agreement as of December 31, 2015.

(b) In February 2014, the Company entered into an unsecured promissory note agreement with a shareholder. The agreement allows for the Company to borrow up to $150,000 at an interest rate of 10 percent per year. On October 30, 2015, $30,000 principal and $25,039 interest were converted into 1,375,975 shares of the Company’s common stock. As at December 31, 2015 and June 30, 2015, the outstanding balance of the note was $120,000 and 150,000, respectively. The outstanding principal amount and all accrued and unpaid interest is due by December 2016.

(c) In February 2014, the Company entered into an unsecured promissory note agreement with a shareholder. The agreement allows for the Company to borrow up to $150,000 at an interest rate of 10 percent per year. On October 30, 2015, $30,000 principal and $24,754 interest were converted into 1,368,872 shares of the Company’s common stock. As at December 31, 2015 and June 30, 2015, the outstanding balance of the note was $120,000 and 150,000, respectively. The outstanding principal amount and all accrued and unpaid interest is due by January 2016.

During the period ended December 31, 2015 and 2014, the Company incurred $14,121 and $15,085, respectively, of interest expense relating to the unsecured promissory notes. The total amount of accrued interest payable relating to those notes at December 31, 2015 and June 30, 2015 was $6,201 and $39,684, respectively.

NOTE 4 – NOTE PAYABLE

In August 2015, the Company entered into an unsecured promissory note agreement with an individual. The agreement allows for the Company to borrow up to $66,613 at an interest rate of 10 percent per year. The outstanding balance under the agreement at December 31, 2015 was $66,613. During the period ended December 31, 2015, the Company incurred $2,189 of interest expense relating to the unsecured promissory note. The outstanding principal amount and all accrued and unpaid interest is due by August 2016.

NOTE 5 – DISCONTINUED OPERATIONS

The Company’s primary business activities were the manufacturer and sale of performance and lifestyle based indoor and sand volleyball apparel and accessories. As of July 1, 2015, the Company has ceased operations. On July 27, 2015, the Company entered into an Asset Purchase agreement with the former CEO to sell to him the remaining assets of the Company that related to this business line. The purchase price of the assets sold was $132,900, which was paid by the cancellation of indebtedness owed by the Company to the former CEO. The Company and the former CEO also executed and delivered mutual release agreements that released each party from any and all claims, liabilities and indebtedness owed to the other. As of that date, the former CEO also resigned as a director of the Company.

The Company has reclassified its previously issued financial statements to segregate the discontinued operations as of the earliest period reported, and has reflected a gain on discontinued operations of $132,900 as at December 31, 2015 relating to the extinguishment of amounts due the former officer.

Revenue and expenses related to the discontinued operations were as follows:

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2014				2014
Sales		$	298,187			$	352,221
Cost of Goods Sold			190,869				218,232
Gross Profit			107,318				133,989
Selling, general and administrative costs			263,481				381,557
Loss from operations		$	(156,163	)		$	(247,568	)

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NOTE 6 – DUE TO FORMER SHAREHOLDER AND OFFICER

As mentioned in Note 5, on July 27, 2015, the Company entered into an Asset Purchase agreement with the former CEO to sell to him the remaining assets of the Company that related to this business line. The purchase price of the assets sold was $132,900, which was paid by the cancellation of indebtedness owed by the Company to the former CEO. As at December 31, 2015 and June 30, 2015, the Company owed $0 and $132,900 to this former CEO, respectively.

During the period ended December 31, 2015, an officer of the Company provided administrative service of $12,000 to the Company. During the period ended December 31, 2015, the Company settled $100,000 unpaid compensation with its officer by issuance of 2,500,000 common shares. As at December 31, 2015 and June 30, 2015, the Company owed $0 and $88,000 unpaid compensation to this officer, respectively.

During the period ended December 31, 2015, the Company settled $25,000 unpaid compensation with its former officer by issuance of 625,000 common shares. As at December 31, 2015 and June 30, 2015, the Company owed $0 and $25,000 unpaid compensation to this officer, respectively.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. The Company's sole officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

NOTE 8 – SUBSEQUENT EVENTS

On January 15, 2016, the Company, Almost Never, and the Almost Never shareholders, Danny Chan and Derek Williams, entered into the Exchange Agreement.

Pursuant to the Exchange Agreement, the Company issued 1,000,000 shares of Series A Convertible Preferred Stock to the Almost Never Shareholders in exchange for all 100,000,000 shares of issued and outstanding common stock of Almost Never. As a result of the Share Exchange, Almost Never became the Company’s wholly-owned subsidiary, and the Almost Never Shareholders acquired a controlling interest in the Company. Each holder of Series A Convertible Preferred Stock of the Company may convert such shares of Series A Convertible Preferred Stock of the Company into fully paid, non-assessable shares of Common Stock of the Company at a conversion rate calculated by multiplying the number of shares of Series A Convertible Preferred Stock of the Company to be converted by one hundred (100).

Holders of Series A Convertible Preferred Stock are entitled to vote on all matters submitted to the Company’s stockholders and are entitled to such number of votes as is equal to the number of shares of the Common Stock of the Company into which such shares of Series A Convertible Preferred Stock are convertible. The Certificate of Designation of the Company’s Series A Convertible Preferred Stock was filed with the Secretary of State of Nevada on January 15, 2016.

Almost Never is an independent film company focused on film production and production related services in connection with genre specific motion pictures with production costs in the $5.0 million to $50.0 million range.

At the closing of the Share Exchange:

1,000,000 shares of our Series A Convertible Preferred Stock were issued to the Almost Never Shareholders on a pro rata basis in exchange for all 100,000,000 shares of issued and outstanding common stock of Almost Never;

each Almost Never Shareholder received 500,000 shares of our Series A Convertible Preferred Stock, and each share of Series A Convertible Preferred Stock of the Company is convertible, at the option of the holder, into 100 shares of our Common Stock; and

the 27,621,237 shares of our Common Stock issued and outstanding immediately prior to the Share Exchange, now only reflect approximately 20% of the voting rights our outstanding Common Stock as a result of the Share Exchange.

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Immediately after the Share Exchange, the two Almost Never Shareholders have voting power equal to approximately 80% of the voting power of the Company.

Other than the Series A Convertible Preferred Stock issued in the Share Exchange, no other securities are convertible into or exercisable or exchangeable for our Common Stock (including options or warrants) are outstanding.

The issuance of Series A Convertible Preferred Stock to the two Almost Never Shareholders in connection with the Share Exchange was not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering.

At the date of these financial statements, this deal was still in the due diligence process. The Exchange Agreement contains customary representations and warranties, pre-and post-closing covenants of each party and customary closing conditions.

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the period ended December 31, 2015 and the audited financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K which was filed with the Securities and Exchange Commission on September 28, 2015.

This Quarterly Report on Form 10-Q for the period ended December 31, 2015 contains “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Quarterly Report on Form 10-Q for the period ended December 31, 2015 that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Terminology such as “believe,” “may,” “might,” “objective,” “estimate,” “continue,” “project,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions is intended to identify forward-looking statements.

We have based these forward-looking statements largely on our current expectations and projections about future events and industry and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of events to differ materially from future results expressed or implied by such forward-looking statements. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Recent Development and the Share Exchange

On January 15, 2016, pursuant to the share exchange agreement, among Smack Sportswear (the “Company”, “we,” “our” or “us”), Almost Never Films Inc. (“ANF”), an Indiana corporation, and the two shareholders of ANF (the “ANF Shareholders”), we issued to the ANF Shareholders, 1,000,000 shares of our Series A Convertible Preferred Stock (the “Series A Preferred Stock”), par value $0.001 per share in exchange for all 100,000,000 shares of the issued and outstanding common stock of ANF (the “Share Exchange”). As a result of the Share Exchange, ANF became our wholly-owned subsidiary, and our business has become the business of ANF, effective January 15, 2016.

All references to "ANF" shall mean and refer to ANF prior to the Share Exchange and to the Company as well as to the business of ANF (constituting our only business) after the Share Exchange as required by the context.

As part of Share Exchange, Doug Samuelson, our sole officer prior to the Share Exchange, resigned as Interim Chief Executive Officer and Chief Financial Officer of the Company and Danny Chan was elected as our new Chief Executive Officer, new Chief Financial Officer and a director on our board of directors (the “Board”), and Derek Williams was elected as our Chief Operating Officer. Mr. Chan and Mr. Williams held the same executive office positions at ANF prior to the Share Exchange. Effective February 12, 2016, which was ten (10) days after the filing and distribution of an Information Statement on Schedule 14f-1 by the Company, Mr. Williams became a director on our Board, and Doug Samuelson resigned as a director on our Board.

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The parties have taken all actions necessary to ensure that the Share Exchange is treated as a tax-free exchange under Section 351 of the Internal Revenue Code of 1986, as amended.

We continue to be a "smaller reporting company" and a “shell company,” each, as defined under the Securities and Exchange Act of 1943, as amended (the “Exchange Act”), following the Share Exchange.

Organizational History

The Company is a Nevada corporation incorporated in October 2007. Subsequent to June 30, 2015, the Company ceased its operations relating to the manufacturing and sales of sportswear. As of the period ended December 31, 2015, the Company did not engage in any business activities and focused its efforts on seeking a business entity for the merger of that target company into the Company.

On November 9, 2015, the Company entered into a letter of intent with ANF, to acquire ANF. On January 15, 2016, the Company acquired ANF by issuing to the two ANF Shareholders 1,000,000 shares of the Company’s Series A Convertible Preferred Stock in exchange for all 100,000,000 shares of the issued and outstanding common stock of ANF. ANF is an Indiana corporation, and a film company focused on film production and production related services in connection with genre specific motion pictures with production costs in the $5.0 million to $50.0 million range. As a result of this transaction, ANF became our wholly-owned subsidiary, and our business has become the business of ANF, effective January 15, 2016. See “—Recent Development and the Share Exchange” for additional information.

Current Plan of Operations

As a result of the Share Exchange, effective January 15, 2016, we became a film company focused on film production and production related services in connection with genre specific motion pictures with production costs in the $5.0 million to $50.0 million range.

During the next 12 months, we estimate that we will need a minimum of $150,000 to utilize for development of scripts, $50,000 for travel related expenses and $95,000 for costs associated with operating as a public company, including legal and accounting fees.

If we are not successful and do not commence operations as planned, we estimate that we will need no less than $25,000 for working capital and $95,000 for costs associated with operating as a public company, including legal and accounting fees.

Critical accounting policies and estimates

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We continually evaluate our estimates and judgments, our commitments to strategic alliance partners and the timing of the achievement of collaboration milestones. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues and expenses, as well as disclosures of contingent assets and liabilities. These estimates and judgments are also based on historical experience and other factors that are believed to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.

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Going Concern

The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt as to our ability to continue as a going concern.

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.

Results of Operations

Results of Operations for the three months ended December 31, 2015 compared to the three months ended December 31, 2014.

Revenue

There was no revenue from continuing operations for the three months ended December 31, 2015 and 2014.

General and Administrative Expenses

General and administrative (“G&A”) expenses for the three months ended December 31, 2015 and 2014 was $11,524 and $47,682, respectively. The decrease in G&A expenses of $36,158 was due primarily to the Company reducing its accounting and legal expenses. The Company’s G&A expenses for the three months ended December 31, 2015 and 2014 primarily consisted of professional service expenses relating to the Company's quarterly review of the financial statements and legal services.

Other Expenses

Other expense consists of interest expense. Interest expense for the three months ended December 31, 2015 and 2014 was $7,945 and $7,562, respectively, relating to the promissory notes payable.

Net Loss

Our net loss for the three months ended December 31, 2015 and 2014 was $19,469 and $211,407, respectively. The difference in net loss in 2015 as compared to the net loss in 2014 was primarily related to the Company’s discontinued operations.

Results of Operations for the six months ended December 31, 2015 compared to the six months ended December 31, 2014.

Revenue

There was no revenue for the six months ended December 31, 2015 and 2014.

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General and Administrative Expenses

General and administrative (“G&A”) expenses for the six months ended December 31, 2015 and 2014 was $63,947 and $91,981, respectively. The decrease in G&A expenses of $28,034 was due primarily to the Company reducing its accounting and legal expenses. The Company’s G&A expenses for the six months ended December 31, 2015 and 2014 primarily consisted of professional service expenses relating to Company's audit of the financial statements, income tax services return, and legal services.

Other Expenses

Other expense consists of interest expense. Interest expense for the six months ended December 31, 2015 and 2014 was $16,310 and $15,085, respectively, relating to the promissory notes payable.

Net Income (Loss)

Our net income for the six months ended December 31, 2015 was $52,643. Our net loss for the six months ended December 31, 2014 was $354,634. The increase in net income of $407,277 was due primarily to the gain from discontinued operations of $132,900 and loss from discontinued operations of $247,568 for the 6 months ended December 31, 2015 and 2014, respectively.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.

As of December 31, 2015, the Company had a cash balance of $0. We do not have sufficient funds to operate for the next twelve months. There can be no assurance that additional capital will be available to the Company. We currently have no agreements, arrangements or understandings with any person or entity to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.

As of the date of this Quarterly Report on Form 10-Q, the Company has a promissory note payable to a shareholder with an outstanding principal balance of $120,000 plus accrued interest which, was due on January 31, 2016, is past due and payable.

Going Concern Consideration

The accompanying condensed consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying condensed consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. During the six months ended December 31, 2015, the Company incurred a net loss from continuing operations of $80,257 and cash used in operating activities was $62,712, and as of that date, is delinquent in payments of $58,078 for accounts payable and $271,398 for payroll and sales taxes. As of December 31, 2015, the Company had a working capital deficiency of $763,052 and a shareholders’ deficit of $763,052. Furthermore, on July 27, 2015, the Company sold substantially all of its assets and business operations to a former officer. As a result, the Company’s operations since that date have ceased. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

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The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, an additional cash infusion and an identification of new business opportunities. During the six months ended December 31, 2015, the Company raised $66,613 notes payable from an investor to pay past obligations and to allow the Company to continue operating in its shell. Management believes this funding and future funding will provide the additional cash needed to meet the Company’s obligations as they become due. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stock holders, in case of equity financing.

As of December 31, 2015 and June 30, 2015, we had prepaid expenses of $6,875 and $0, respectively, and working capital deficit of $763,052 and $900,489, respectively. The decrease in working capital deficit of $137,437 was primarily due to amounts due from former shareholder and officer were converted to equity during the six months ended December 31, 2015.

Net cash used in operating activities was $62,712 for the six months ended December 31, 2015, compared to $116,045 for the six months ended December 31, 2014. The net cash used in operating activities for the six months ended December 31, 2015 primarily related to cash paid for general and administrative expenses, interest expense, and the decrease in accounts payable and accrued liabilities. The decrease of $53,333 in net cash used in operating activities in the current period was primarily due to the net cash used from discontinued operations for the six months ended December 31, 2014.

There were no cash flows used in investing activities for the six months ended December, 2015 and December 31, 2014.

Net cash flows provided by financing activities was $62,712 for the six months ended December 31, 2015, as compared to $211,200 for the six months ended December 31, 2014. For the six months ended December 31, 2015, the Company raised $66,613 from a promissory note payable from an individual. The outstanding principal amount and all accrued and unpaid interest of said promissory note is due by August 2016. The decrease in net cash flows provided by financing activities in the current period was primarily due to cash provided from discontinued operations for the six months ended December 31, 2014.

We do not have any material commitments for capital expenditures during the next twelve months. Although our proceeds from the issuance of debt and our offering of shares of common stock together with revenue from operations are currently sufficient to fund our operating expenses, we anticipate we will need to raise additional funds in the future so that we can expand our operations. Therefore, our future operations are dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we may have to curtail our marketing and development plans and possibly cease our operations.

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Off-balance sheet arrangements

During the six months ended December 31, 2015, we did not have any "off-balance sheet arrangements" (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K).

Recent accounting pronouncements

See Note 2 “Recently Issued Accounting Pronouncements” in the Notes to Condensed Consolidated Financial Statements on this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements and accounting changes.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company's management, including the Company's Chief Executive Officer ("CEO") and the Company's Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of December 31, 2015. Based upon that evaluation, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures were not effective as of December 31, 2015 due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.

Management is in the process of determining how best to change our current system and implement a more effective system to insure that information required to be disclosed in the reports that we file or submit under the Exchange Act have been recorded, processed, summarized and reported accurately. Our management intends to develop procedures to address the current deficiencies to the extent possible given limitations in financial and manpower resources. While management is working on a plan, no assurance can be made at this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended December 31, 2015, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In February 2014, the Company entered into an unsecured promissory note agreement with a shareholder. The agreement allows for the Company to borrow up to $150,000. During the three months ended December 31, 2015, $30,000 principal and $25,039 interest were converted into 1,375,975 shares of the Company’s common stock. As of December 31, 2015 and June 30, 2015, the outstanding balance of the note was $120,000 and 150,000, respectively. The foregoing issuance was deemed to be exempt from registration under Section 4(a)(2) of the Securities Act as not involving any public offering.

In February 2014, the Company entered into an unsecured promissory note agreement with a shareholder. The agreement allows for the Company to borrow up to $150,000. During the three months ended December 31, 2015, $30,000 principal and $24,754 interest were converted into 1,368,872 shares of the Company’s common stock. As of December 31, 2015 and June 30, 2015, the outstanding balance of the note was $120,000 and 150,000, respectively. The foregoing issuance was deemed to be exempt from registration under Section 4(a)(2) of the Securities Act as not involving any public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit Number		Description of Exhibit

4.1		Certificate of Designation of Series A Convertible Preferred Stock +
10.1		Share Exchange Agreement dated January 15, 2016 by and among Smack Sportswear, Almost Never Films Inc., and the Shareholders of Almost Never Films Inc. +
10.2		Promissory Note, by and between Smack Sportswear and Natalia Lopera, entered into on August 20, 2015.
10.3		Promissory Note, by and between Smack Sportswear and Frank Gillen, entered into on February 1, 2014.
10.4		Addendum to Promissory Note dated February 1, 2014, by and between Smack Sportswear and Frank Gillen, entered into on February 12, 2014.
10.5		Promissory Note, by and between Smack Sportswear and Bill Kotlar, entered into on February 1, 2014.
31.1		Certification by Chief Executive Officer and Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
32.1		Certification by Chief Executive Officer and Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.
101.INS		XBRL Instance Document.*
101.SCH		XBRL Taxonomy Extension Schema.*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase.*
101.DEF		XBRL Taxonomy Extension Definition Linkbase.*
101.LAB		XBRL Taxonomy Extension Label Linkbase.*
101.PRE		XBRL Extension Presentation Linkbase.*

Incorporated by reference to the registrant’s filing on a Form 8-K, filed with the Securities and Exchange Commission on January 20, 2016.

Attached as Exhibit 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheet, (ii) the Condensed Consolidated Statement of Operations, (iii) the Condensed Consolidated Statement of Cash Flows, and (iv) Notes to Combined Financial Statements.

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SIGNATURE

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.

	SMACK SPORTSWEAR

Date: February 16, 2016	By:	/s/ Danny Chan
		Danny Chan, Chief Executive Officer and Chief Financial Officer (principal executive officer and principal financial and accounting officer)

EXHIBIT 31.1

CERTIFICATION

I, Danny Chan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SMACK SPORTSWEAR for the quarter ended December 31, 2015;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 16, 2016	/s/ Danny Chan
	Danny Chan
	Chief Executive Officer and Chief Financial Officer (principal executive officer and principal financial and accounting officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SMACK SPORTSWEAR (the “Company”) on Form 10-Q for the quarter ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Danny Chan, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: February 16, 2016	/s/ Danny Chan
	Danny Chan
	Chief Executive Officer and Chief Financial Officer (principal executive officer and principal financial and accounting officer)

Exhibit 10.2

THIS PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE NOTE IS BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE NOTE IS “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD UNLESS IT IS REGISTERED UNDER THE ACT, PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE.

PROMISSORY NOTE

$47,650.00

August 20, 2015

THIS PROMISSORY NOTE (this “Note”) is issued by Smack Sportswear Inc., a Nevada corporation (the “Company”), to Natalia Lopera (the “Holder”).

ARTICLE I

Section 1.01 Principal. For value received, the Company hereby promises to pay on or before August 12, 2016 (the “Maturity Date”) to the order of the Holder, in lawful money of the United States of America and in immediately available funds, the principal sum of Forty Seven Thousand Six Hundred Fifty Thousand Dollars ($47,650) (the “Principal Amount”).

Section 1.02 Interest. Interest shall accrue on the Principal Amount at the rate of ten percent (10%) per annum (computed on the basis of a 365-day year and the actual days elapsed) from the date of this Note until the Principal Amount is repaid in full. Interest on the Principal Amount shall be due and payable on the Maturity Date.

Notwithstanding any provision contained herein to the contrary, the total liability of the Company for payment of interest pursuant hereto, including late charges, shall not exceed the maximum amount of such interest permitted by law to be charged, collected, or received from the Company, and if any payments by the Company include interest in excess of such a maximum amount, the Holder shall apply such excess to the reduction of the unpaid Principal Amount, or if none is due, such excess shall be refunded.

Section 1.03 Right to Prepay. The Company shall have the right to prepay all or any portion of the Principal Amount and all accrued interest thereon (the “Prepaid Amount”) at any time, on or before the Maturity Date, without penalty or premium.

Section 1.04 Prepayments Previously Made. The Company acknowledges that the Principal Payment has been paid in full by the Holder to the Company. The payments were made on June 22, 2015 ($5,000); August 12, 2015 ($2,650) and August 12, 2015 ($40,000).

ARTICLE II

Section 2.01 Representations and Warranties of the Holder. The Holder hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows:

(a) The Holder understands that this Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or registered or qualified under any the securities laws of any state or other jurisdiction, and is a “restricted security,” and cannot be resold or otherwise transferred unless it is registered under the Securities Act, and registered or qualified under any other applicable securities laws, or an exemption from such registration and qualification is available.

(b) The Holder is acquiring this Note for her own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part, and no other person has a direct or indirect beneficial interest in this Note or any portion thereof. Further, the Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to this Note for which the Holder is subscribing or any part of thereof.

(c) The Holder has full power and authority to enter into this Note, the execution and delivery of this Note has been duly authorized, and this Note constitutes a valid and legally binding obligation of the Holder.

(d) The Holder is not subscribing for this Note as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to the Holder in connection with investment.

(e) The Holder understands that the Company is under no obligation to register this Note under the Securities Act, or to assist the Holder in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction.

(f) The Holder is (i) experienced in making investments of the kind, (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect her own interests in connection with the transactions described in this Note, and the related documents, and (iii) able to afford the entire loss of her investment in this Note.

(g) The Holder has the financial ability to bear the economic risk of her investment, has adequate means for providing for her current needs and personal contingencies and has no need for liquidity with respect to her investment in this Note.

(h) The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in this Note. The Holder is not relying on the Company, or its affiliates or agents, with respect to economic considerations involved in this investment. The Holder has relied solely on her own advisors.

(i) The Holder has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the Company, including without limitation, all filings made by the Company with the Securities and Exchange Commission and all other information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, and agrees and acknowledges that it has carefully reviewed all of the filings made by the Company.

(j) No representations or warranties have been made to the Holder by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for this Note, the Holder is not relying upon any representations other than those contained herein. The Holder has consulted, to the extent it has deemed appropriate, with its own advisers as to the financial, tax, legal and related matters concerning an investment in this Note and on that basis believes that its investment in this Note is suitable and appropriate for the Holder.

(k) The Holder acknowledges that the Company is a “shell company” as such term is defined in Rule 144(i) of the Securities Exchange Act of 1934, as amended, and understands the consequences of such status.

(l) The Holder is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act.

ARTICLE III

Section 3.01 Representations and Warranties of the Company. The Company hereby acknowledges, represents and warrants to, and agrees with, the Holder as follows:

(a) Organization. The Company is a corporation organized, validly existing, and in good standing under the laws of the State of Nevada. The Company has all requisite power to own, operate and lease its business and assets and carry on its business as the same is now being conducted.

(b) Corporate Power and Authority. The Company has all requisite power and authority to enter into and deliver this Note and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Note by the Company and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action and no other action or proceeding on the part of the Company is necessary to authorize the execution, delivery, and performance by the Company of this Note and the consummation by the Company of the transactions contemplated hereby.

ARTICLE IV

Section 4.01 Events of Default. Upon the occurrence of any of the following events (each, an “Event of Default”) (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) an Event of Default shall be deemed to have occurred:

(a) Default in the payment of the Principal Amount on the Maturity Date, which default has not been cured within 10 days after its due date by acceleration or otherwise; or

(b) Default in the payment, when due or declared due, of any interest payment hereunder, which default has not been cured within 10 days after its due date by acceleration or otherwise; or

(c) The Company files for relief under the United States Bankruptcy Code (the “Bankruptcy Code”) or under any other state or federal bankruptcy or insolvency law, or files an assignment for the benefit of creditors, or if an involuntary proceeding under the Bankruptcy Code or under any other federal or state bankruptcy or insolvency law is commenced against the Company, and has not been resolved in a period of thirty (30) days after such commencement.

Section 4.02 Effect of Default. Upon the occurrence of an Event of Default as set forth in Section 4.01, the Holder shall have the right to declare the Principal Amount and all interest accrued thereon to be immediately due and payable.

ARTICLE V

Section 5.01 Notice. All notices, requests, claims, demands and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given if delivered in person against written receipt, by facsimile transmission, overnight courier prepaid, or mailed by prepaid first class registered or certified mail, postage prepaid, return receipt requested to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section):

(i) If to the Company:

Smack Sportswear Inc.

-----------------

Telecopy:

(iii) If to the Holder:

Natalia Lopera

2250 NW 114^th Ave. Unit IP

PTY11020

Miami, FL 33172

Telecopy:

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon receipt, (iii) if delivered by overnight courier to the address as provided in this Section, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt, or (iv) if delivered by mail in the manner described above to the address provided in this Section, be deemed given on the earlier of the third business day following mailing or upon receipt.

Section 5.02 Governing Law. This Note shall be deemed to be made under and shall be construed in accordance with the laws of the State of New York without giving effect to the principals of conflict of laws thereof.

Section 5.03 Severability. The invalidity of any of the provisions of this Note shall not invalidate or otherwise affect any of the other provisions of this Note, which shall remain in full force and effect.

Section 5.04 Construction and Joint Preparation. This Note shall be construed to effectuate the mutual intent of the parties. The parties and their counsel have cooperated in the drafting and preparation of this Note, and this Note therefore shall not be construed against any party by virtue of its role as the drafter thereof. No drafts of this Note shall be offered by any party, nor shall any draft be admissible in any proceeding, to explain or construe this Note. The headings contained in this Note are intended for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Note.

Section 5.05 Entire Agreement and Amendments. This Note shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the Company and the Holder. This Note represents the entire agreement between the parties hereto with respect to the subject matter hereof and there are no representations, warranties or commitments, except as set forth herein. This Note may be amended only by an instrument in writing executed by the parties hereto.

Section 5.06 Counterparts. This Note may be executed in counterparts and by electronic transmission, each of which shall be an original, but all of which shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, with the intent to be legally bound hereby, the parties have executed this Note as of the date first written above.

SMACK SPORTSWEAR INC.

By: /s/ Bill Sigler

Name: Bill Sigler

Title: Principal Executive Officer

HOLDER:

/s/ Natalia Lopera

Natalia Lopera

Exhibit 10.3

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT'). NO SALE OR DISPOSITION OF THIS PROMISSORY NOTE MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER THE ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO OBLIGATOR THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

PROMISSORY NOTE

$83,600		February 1, 2014
		Torrance, CA 90501

For value received, Smack Sportswear, a Nevada corporation (the "Debtor"), 20316 Gramercy Place, Torrance, CA 90501 promises to pay Frank Gillen (“Holder”), the sum of EIGHTY THREE THOUSAND SIX HUNDRED DOLLARS ($83,600) by January 31, 2016, along with accrued interest.

This Promissory Note is issued pursuant to funds loaned to Smack Sportswear by Valois Properties, LLC, which has subsequently been assigned to Frank Gillen, in a private transaction. Reference is made to the Uniform Commercial Code, as adopted by the State of Nevada for a full statement of the rights and obligations of the parties, including, without limitation, the parties' rights and duties with respect to the Debtor's failure to pay amounts under this Note when due.

Payment of this Note shall be made in lawful tender of the United States. The Debtor may at any time prepay without penalty all or any portion of the principal or interest owing hereunder.

Interest Rate. The Debtor also promises to pay to the order of the Holder interest on the principal amount hereof at a rate per annum equal to ten (10%) percent APR.

An “Event of Default” shall exist under this Note if:

Obligator shall fail to pay when due any principal of this Note and such default in payment is not cured within five (5) business days after written notice of same is sent to Obligator.

If Obligator fails or refuses to pay any part of the principal of this Note as the same becomes due, or upon the occurrence of an Event of Default hereunder, then in any such event the holder hereof may, at its option, (i) declare the entire unpaid balance of principal of this Note to be immediately due and payable without notice, (ii) reduce any claim to judgment, (iii) foreclose any liens, and/or (iv) demand, pursue and enforce any of Payee’s rights and remedies pursuant to any applicable law or agreement. Each right and remedy available to Payee shall be cumulative of and in addition to each other such right and remedy. No delay on the part of Payee in the exercise of any right or remedy available to Payee shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude other or further exercise thereof or exercise of any other such right or remedy.

The Holder of this Note shall have full recourse against the Debtor. And, in the case of default, the Holder would be entitled to the assets of Smack Sportswear on a pro-rata basis of the amount of the loan already paid off.

If action is instituted to collect this Note, the Debtor will pay all costs and expenses, including reasonable attorney's fees, incurred in connection with such action. The Debtor hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument. No delay on the part of the Holder in exercising any right hereunder shall operate as a waiver of such right or any other right.

The holding of any provision of this Note to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provisions and the other provisions of this Note shall remain in full force and effect.

All rights and obligations of the Debtor and the Holder shall be binding upon and benefit the successors, assigns, heirs and administrators of such parties.

This Note shall be construed in accordance with the laws of the State of Nevada, without regard to the conflicts of law provisions of any state of the United States.

IN WITNESS WHEREOF, this Note is duly executed and delivered as of the date first above written.

Smack Sportswear		(“Holder”)
(“Debtor”)

By: /s/ Bill Sigler		By: /s/ Frank Gillen
Bill Sigler, CEO		Frank Gillen

Exhibit 10.4

Addendum to

PROMISSORY NOTE

On or about February 1, 2014, Smack Sportswear., a Nevada corporation (the “Payor”) and Frank Gillen (the "Holder") entered into a “Promissory Note" for EIGHTY THREE THOUSAND SIX HUNDRED DOLLARS ($83,600) due by January 31, 2016, along with accrued interest.

Both Parties have agreed to amend original Promissory Note as follows:

1 The Promissory Note can be increased, from time-to-time to $150,000. In other words, the Promissory Note becomes a line of credit where the Payor can borrow up to $150,000 from the Holder, at the same terms, prior to January 31, 2016..

2. The amount owing on Promissory Note is now $93,600, which represents a payment by the Holder to the Law Offices of Thomas C. Cook, Ltd. for $10,000 in legal services on behalf of the Payor.

3. As a point of clarification, Valois Properties LLC, a note holder on the Smack Sportswear financials, is a single member LLC solely owned and managed by Frank Gillen. On or about December 31, 2012, Valois Properties LLC ceased to exist, and all assets and liabilities owned by Valois Properties LLC were transferred to name Frank Gillen. Frank Gillen, personally, is now owed any monies an interest owed to Valois Properties LLC by Smack Sportswear.

This addendum, executed on or about February 12, 2014, only modifies the terms listed above, it does not modify any of the other terms in the Promissory Note.

Smack Sportswear

Payor

/s/ Bill Sigler

Bill Sigler Date

Chief Executive Officer

Holder

/s/ Frank Gillen

Frank Gillen Date

Smack Sportswear

Citibank Disbursement Approval Procedure

I. Background

Smack Sportswear has a separate account with Citibank that will be used for the loan advance payments to cover the 6-month plan. It has been agreed that EVERY dollar disbursed from the Citibank account will be preapproved by Mr. Frank Gillen, Mr. Bill Sigler and Mr. Tom Mercer, prior to disbursement. In order to establish controls on the Citibank account, Smack Sportswear adopts an accountable disbursement policy.

II. Introduction

a. Issue disbursement(s) only for those business expenses that SmackSportswear can substantiate as to the date, amount, and business nature of each expense. and;

b. This Disbursement Approval Procedure is intended to help Smack Sportswear staff and coworkers file a check request properly, to receive the reimbursement check without delay, and to make necessary purchases within the budget. It is the responsibility of Smack Sportswear staff and coworkers to ensure that every Smack Sportswear-related purchase fully complies with general accounting practices. A payment may have to withheld if the required documents are not submitted, or if the purchase does not qualify as related to Smack Sportswear business.

III. Who can file a check request?

Smack Sportswear staff, coworkers and anyone who conducts a business transaction for the Smack Sportswear or on behalf of the Smack Sportswear may file a check request as a requester. However, Mr. Frank Gillen, Mr. Bill Sigler and Mr. Tom Mercer, jointly have right to approve, verify, adjust, or reject the amount or the good(s) stated on the request form. Payment will not be made if either Mr. Frank Gillen, Mr. Bill Sigler or Mr. Tom Mercer decline to approve the request.

IV. To make a purchase

It is highly recommended for the requester to always check with the Department Head before filing a request to ensure there is a budget for the purchase. To make a purchase, the requester must complete all the information, and acquire the required signatures of Mr. Frank Gillen, Mr. Bill Sigler and Mr. Tom Mercer to receive pre-approval before making the purchase.

V. Disbursement approval procedure

To file a disbursement approval request, the requester must obtain prior approval from Mr. Frank Gillen, Mr. Bill Sigler and Mr. Tom Mercer, jointly, and follow the instructions.

Agreed to and approved by:

/s/ Frank Gillen

Frank Gillen Date

/s/ Bill Sigler

Bill Sigler Date

/s/ Tom Mercer

Tom Mercer Date

Exhibit 10.5

PROMISSORY NOTE

Up to $150,000	February 1, 2014
	Torrance CA 90501

For value received, Smack Sportswear, a Nevada corporation, located at 20316 Gramercy Place, Torrance, CA 90501 ("Obligator") promises to pay to Bill Kotlar, an individual and resident of California, or his assigns ("Holder") the principal sum of up to $150,000 (the "Credit Limit"), or such lesser amount as Holder shall advance to Obligator in accordance with Section 1 hereof, together with accrued and unpaid interest thereon, each due and payable on the dates and in the manner set forth below.

This note (the "Note") is issued pursuant to the terms of the Line of Credit Agreement (as amended from time to time, the "Agreement") dated herewith, by and between Obligator and the Holder. Capitalized terms used in this Note and not otherwise defined herein have the meaning given such terms in the Agreement.

1. Principal Amounts. Subject to the terms and conditions of the Agreement, Holder agrees to advance that amount of funds to the Obligator upon Loan Requests by the Obligator, such that the amount of principal advanced hereunder and not then-repaid shall not exceed the Credit Limit. Schedule A hereto, as amended from time to time, shall set forth the amount and date of any such advances, and any repayments made by the Obligator of advanced principal and accrued interest thereon. The outstanding principal amount of this Note and all accrued interest thereon (collectively, the "Outstanding Balance") shall be due and payable on or before December 31, 2016 and subject to the terms and conditions of the Agreement.

2. Interest Rate. The Obligor also promises to pay to the order of the Holder interest on the principal amount hereof at a rate per annum equal to ten (10%) APR.

3. Attorneys' Fees. Obligator shall pay all fees, costs and expenses (including court costs and attorneys' fees) incurred by Holder in connection with enforcing and collecting this Note, and in connection with any amendment, modification or supplement to this Note, whether by negotiation, legal proceedings or otherwise.

4. Events of Default. The Agreement provides for acceleration of the obligations due hereunder upon Events of Default, as defined in the Agreement.

5. Certain Waivers. Obligator hereby waives demand, notice, presentment, protest and notice of dishonor.

6. Governing Law. This Note and all disputes arising out of or relating to this Note shall be governed by and construed under the laws of the State of Nevada, as applied to agreements among Nevada residents, made and to be performed entirely within the State of Nevada, without giving effect to conflict of laws principles that would cause the application of the laws of any other jurisdiction. Any proceeding in connection with the interpretation or enforcement of this Note shall take place in any federal or state court located in Orange County, Nevada.

7. Amendment; Waiver, No amendment, modification, termination or waiver of any provision of this Note nor consent to any departure by Holder therefore, shall in any event be effective unless the same shall be in writing and signed by Holder, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

8. Successors and Assigns. The provisions of this Note shall inure to the benefit of and be binding on any successor to Obligator and shall extend to any Holder hereof. Interest and principal shall be paid solely to the registered holder of this Note. Such payment shall constitute full discharge of Obligator' obligation to pay such interest and principal. This Note is freely assignable by any Holder hereof.

[Rest of page intentionally left blank]

IN WITNESS WHEREOF, this Note is duly executed and delivered as of the date first above written.

Smack Sportswear

/s/ Bill Sigler 2/1/14

Bill Sigler Date

Principal Executive Officer

Note Holder

/s/ Bill Kotlar 2/1/14

Bill Kotlar Date

Schedule A

Advances and Repayments

Date of Advance or Repayment (as indicated)	Amount

	$80,000 (Already Loaned to the Company)
	$ 1,000 (Accounting Fees Paid)

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Dec. 31, 2015	Feb. 11, 2016
Document and Entity Information
Entity Registrant Name	Smack Sportswear
Entity Central Index Key	0001422768
Trading Symbol	smak
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		27,621,237
Document Type	10-Q
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q2

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Dec. 31, 2015	Jun. 30, 2015
Current Assets
Prepaid expense	$ 6,875
TOTAL ASSETS	6,875
Current Liabilities
Accounts payable and accrued liabilities	154,855	$ 220,790
Payroll taxes and sales taxes payable	271,398	271,398
Due to former shareholder and officer		245,900
Notes payable - related parties	240,000	153,901
Notes payable	66,613
Other payables	37,061	8,500
Total Current Liabilities	769,927	900,489
Notes payable - related parties		150,000
Total Liabilities	$ 769,927	$ 1,050,489
Stockholders' Deficit
Preferred stock, no par value, 5,000,000 shares authorized; Series A voting preferred stock, 2,000,000 shares authorized; No shares issued and outstanding
Common stock, $0.001 par value, 70,000,000 shares authorized; 27,987,623 and 22,117,776 shares issued and outstanding, respectively	$ 27,988	$ 22,118
Additional paid-in capital	1,537,941	1,309,017
Accumulated deficit	(2,328,981)	(2,381,624)
Total Stockholders' Deficit	(763,052)	$ (1,050,489)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 6,875

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Dec. 31, 2015	Jun. 30, 2015
Preferred stock, par value (in dollars per share))
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	70,000,000	70,000,000
Common stock, shares issued	27,987,623	22,117,776
Common stock, shares outstanding	27,987,623	22,117,776
Series A Voting Preferred stock [Member]
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)

3 Months Ended

6 Months Ended

Dec. 31, 2015

Dec. 31, 2014

Dec. 31, 2015

Dec. 31, 2014

Income Statement [Abstract]

REVENUE

^[1]

OPERATING EXPENSES

General and administrative expenses

$ 11,524

$ 47,682

^[1]

$ 63,947

$ 91,981

^[1]

LOSS FROM OPERATIONS

(11,524)

(47,682)

^[1]

(63,947)

(91,981)

^[1]

OTHER EXPENSE

Interest expense

7,945

7,562

^[1]

16,310

15,085

^[1]

LOSS FROM CONTINUING OPERATIONS

(19,469)

(55,244)

^[1]

(80,257)

(107,066)

^[1]

DISCONTINUED OPERATIONS

Loss from discontinued operations

^[1]

(156,163)

(247,568)

Gain from sale of discontinued operations

132,900

Income (loss) from discontinued operations

(156,163)

^[1]

132,900

(247,568)

^[1]

INCOME (LOSS) BEFORE INCOME TAXES

$ (19,469)

$ (211,407)

^[1]

$ 52,643

$ (354,634)

^[1]

Provision for income taxes

^[1]

NET INCOME (LOSS)

$ (19,469)

$ (211,407)

^[1]

$ 52,643

$ (354,634)

^[1]

BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE:

Loss per share from continuing operations (in dollars per share)

$ (0.00)

^[1]

$ (0.00)

$ (0.01)

^[1]

Income (loss) per share from discontinued operations (in dollars per share)

(0.01)

^[1]

0.01

(0.01)

^[1]

Net income (loss) per share (in dollars per share)

$ (0.00)

$ (0.01)

^[1]

$ 0.00

$ (0.02)

^[1]

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED (in shares)

26,137,345

20,592,505

^[1]

24,127,561

19,690,829

^[1]

[1]

Restated

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)

6 Months Ended

Dec. 31, 2015

Dec. 31, 2014

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss from continuing operations

$ (80,257)

$ (107,066)

^[1]

Adjustments to reconcile net income to net cash from operating activities:

Fair value of common stock issued for services to former officers

12,000

Changes in operating assets and liabilities:

Prepaid expense

(6,875)

Accounts payable and accrued liabilities

12,420

15,085

Net cash used in operating activities from continuing operations

(62,712)

(91,981)

Net cash used in operating activities from discontinued operations

(24,064)

Net cash used in operating activities

(62,712)

(116,045)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from promissory notes payable - related party

20,000

Repayment of notes payable - related party

(3,800)

Proceeds from issuance of common stock

195,000

Proceeds from notes payable

66,613

Repayment of notes payable

(3,901)

Net cash provided by financing activities from continuing operations

$ 62,712

$ 211,200

Net cash provided by financing activities of discontinued operations

Net cash provided by financing activities

$ 62,712

$ 211,200

Net increase (decrease) in cash and cash equivalents

95,155

Cash and cash equivalents - beginning of period

824

Cash and cash equivalents - end of period

$ 95,979

Supplemental Cash Flow Disclosures

Cash paid for interest

Cash paid for income taxes

Non-Cash Investing and Financing Activity:

Gain from sale of discontinued operations

$ 132,900

Shares issued for debt

$ 222,794

[1]

Restated

ORGANIZATION, OPERATIONS AND BASIS OF ACCOUNTING	6 Months Ended
ORGANIZATION, OPERATIONS AND BASIS OF ACCOUNTING	Dec. 31, 2015
Organization, Operations and Basis of Accounting [Abstract]
ORGANIZATION, OPERATIONS AND BASIS OF ACCOUNTING	NOTE 1 - ORGANIZATION, OPERATIONS AND BASIS OF ACCOUNTING The accompanying unaudited condensed consolidated financial statements of Smack Sportswear, Inc. and Subsidiary (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they 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 normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the period ended December 31, 2015 are not necessarily indicative of the results that may be expected for the year ending June 30, 2016. For further information, refer to the financial statements and footnotes thereto included in the Company's Form 10-K for the year ended June 30, 2015. Nature of the Business SMACK Sportswear (“SMACK”) was originally incorporated in Nevada in October 2007. The Company’s primary business activities were the manufacturer and sale of performance and lifestyle based indoor and sand volleyball apparel and accessories. As of July 1, 2015, the Company has ceased operations and is looking for opportunities to acquire operating companies or merge with other operational entities. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying condensed consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. During the period ended December 31, 2015, the Company incurred a net loss from continuing operations of $80,257 and cash used in operating activities was $62,712, and as of that date, is delinquent in payments of $58,078 for accounts payable and $271,398 for payroll and sales taxes. As of December 31, 2015, the Company had a working capital deficiency of $763,052 and a shareholders’ deficit of $763,052. Furthermore, on July 27, 2015, the Company sold substantially all of its assets and business operations to a former officer. As a result, the Company’s operations since that date have ceased. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The opinion of our independent registered public accounting firm on our audited financial statements as of and for the year ended June 30, 2015 contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, an additional cash infusion and an identification of new business opportunities. During the period ended December 31, 2015, the Company raised $66,613 from an investor to pay past obligations and to allow the Company to continue operating in its shell status. Management believes this funding and future funding will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow it to continue looking for opportunities to acquire operating companies or merge with other operational entities. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stock holders, in case of equity financing.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2015
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Basis of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Team Sports Superstore. All significant intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of the condensed financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in valuing the fair value of common stock issued for services, among others. Actual results could differ from these estimates. Fair Value of Financial Instruments The Fair Value of Financial Instruments requires disclosure of fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As at December 31, 2015, the balances reported for cash and accounts payable and accrued expenses approximate their fair value because of their short maturities. Debt balances are stated at historical amounts less principal payments, which approximate fair market value. The Company believes interest rates in its debt agreements are commensurate with lender risk profiles for similar companies. Loss per Share Calculations Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the period ended December 31, 2015 and 2014, as there are no potential shares outstanding that would have a dilutive effect. Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation for comparative purposes. Recently Issued Accounting Pronouncements Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTES PAYABLE - RELATED PARTIES

6 Months Ended

Dec. 31, 2015

Notes Payable - Related Parties [Abstract]

NOTES PAYABLE - RELATED PARTIES

NOTE 3 – NOTES PAYABLE – RELATED PARTIES

Notes payable to related parties consist of the following as of December 31, 2015 and June 30, 2015:

	December 31, 2015		June 30, 2015
Loan payable – related party (a)	$	-	$	3,901
Unsecured promissory note due to related party (b)		120,000		150,000
Unsecured promissory note due to related party (c)		120,000		150,000
		240,000		303,901
Less: current portion		240,000		(153,901	)
Long-term portion	$	-	$	150,000

NOTE PAYABLE	6 Months Ended
NOTE PAYABLE	Dec. 31, 2015
Short-term Debt [Abstract]
NOTE PAYABLE	NOTE 4 – NOTE PAYABLE In August 2015, the Company entered into an unsecured promissory note agreement with an individual. The agreement allows for the Company to borrow up to $66,613 at an interest rate of 10 percent per year. The outstanding balance under the agreement at December 31, 2015 was $66,613. During the period ended December 31, 2015, the Company incurred $2,189 of interest expense relating to the unsecured promissory note. The outstanding principal amount and all accrued and unpaid interest is due by August 2016.

DISCONTINUED OPERATIONS

6 Months Ended

Dec. 31, 2015

Discontinued Operations [Abstract]

DISCONTINUED OPERATIONS

NOTE 5 – DISCONTINUED OPERATIONS

Revenue and expenses related to the discontinued operations were as follows:

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2014				2014
Sales		$	298,187			$	352,221
Cost of Goods Sold			190,869				218,232
Gross Profit			107,318				133,989
Selling, general and administrative costs			263,481				381,557
Loss from operations		$	(156,163	)		$	(247,568	)

DUE TO FORMER SHAREHOLDER AND OFFICER	6 Months Ended
DUE TO FORMER SHAREHOLDER AND OFFICER	Dec. 31, 2015
Amounts Due to Former Officer [Abstract]
DUE TO FORMER SHAREHOLDER AND OFFICER	NOTE 6 – DUE TO FORMER SHAREHOLDER AND OFFICER As mentioned in Note 5, on July 27, 2015, the Company entered into an Asset Purchase agreement with the former CEO to sell to him the remaining assets of the Company that related to this business line. The purchase price of the assets sold was $132,900, which was paid by the cancellation of indebtedness owed by the Company to the former CEO. As at December 31, 2015 and June 30, 2015, the Company owed $0 and $132,900 to this former CEO, respectively. During the period ended December 31, 2015, an officer of the Company provided administrative service of $12,000 to the Company. During the period ended December 31, 2015, the Company settled $100,000 unpaid compensation with its officer by issuance of 2,500,000 common shares. As at December 31, 2015 and June 30, 2015, the Company owed $0 and $88,000 unpaid compensation to this officer, respectively. During the period ended December 31, 2015, the Company settled $25,000 unpaid compensation with its former officer by issuance of 625,000 common shares. As at December 31, 2015 and June 30, 2015, the Company owed $0 and $25,000 unpaid compensation to this officer, respectively.

COMMITMENTS AND CONTINGENCIES	6 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7 – COMMITMENTS AND CONTINGENCIES The Company neither owns nor leases any real or personal property. The Company's sole officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

SUBSEQUENT EVENTS

6 Months Ended

Dec. 31, 2015

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 8 – SUBSEQUENT EVENTS

On January 15, 2016, the Company, Almost Never, and the Almost Never shareholders, Danny Chan and Derek Williams, entered into the Exchange Agreement.

At the closing of the Share Exchange:

Immediately after the Share Exchange, the two Almost Never Shareholders have voting power equal to approximately 80% of the voting power of the Company.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2015
Summary of Significant Accounting Policies [Abstract]
Basis of Consolidation	Basis of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Team Sports Superstore. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in valuing the fair value of common stock issued for services, among others. Actual results could differ from these estimates.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Fair Value of Financial Instruments requires disclosure of fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As at December 31, 2015, the balances reported for cash and accounts payable and accrued expenses approximate their fair value because of their short maturities. Debt balances are stated at historical amounts less principal payments, which approximate fair market value. The Company believes interest rates in its debt agreements are commensurate with lender risk profiles for similar companies.
Loss per Share Calculations	Loss per Share Calculations Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the period ended December 31, 2015 and 2014, as there are no potential shares outstanding that would have a dilutive effect.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation for comparative purposes.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTES PAYABLE - RELATED PARTIES (Tables)

6 Months Ended

Dec. 31, 2015

Notes Payable - Related Parties [Abstract]

Schedule of notes payable to related parties

	December 31, 2015		June 30, 2015
Loan payable – related party (a)	$	-	$	3,901
Unsecured promissory note due to related party (b)		120,000		150,000
Unsecured promissory note due to related party (c)		120,000		150,000
		240,000		303,901
Less: current portion		240,000		(153,901	)
Long-term portion	$	-	$	150,000

DISCONTINUED OPERATIONS (Tables)

6 Months Ended

Dec. 31, 2015

Discontinued Operations [Abstract]

Schedule of discontinued operations

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2014				2014
Sales		$	298,187			$	352,221
Cost of Goods Sold			190,869				218,232
Gross Profit			107,318				133,989
Selling, general and administrative costs			263,481				381,557
Loss from operations		$	(156,163	)		$	(247,568	)

ORGANIZATION, OPERATIONS AND BASIS OF ACCOUNTING (Details) - USD ($)

3 Months Ended

6 Months Ended

Dec. 31, 2015

Dec. 31, 2014

^[1]

Dec. 31, 2015

Dec. 31, 2014

Jun. 30, 2015

Organization, Operations and Basis of Accounting [Abstract]

Loss from operations

$ (19,469)

$ (55,244)

$ (80,257)

$ (107,066)

^[1]

Cash used in operating activities

(62,712)

$ (116,045)

Accounts payable

58,078

Payroll taxes and sales taxes payable

271,398

$ 271,398

Working capital deficiency

763,052

Shareholders' deficit

(763,052)

$ (1,050,489)

Investor to pay past obligations value

$ 66,613

[1]

Restated

NOTES PAYABLE - RELATED PARTIES (Details) - USD ($)

Dec. 31, 2015

Jun. 30, 2015

Notes payable and other debt to related parties:

Total

$ 240,000

$ 303,901

Less: Current portion

$ (240,000)

(153,901)

Long-term portion

150,000

Loan payable - related party

Notes payable and other debt to related parties:

Total

^[1]

3,901

Unsecured promissory note due to related party

Notes payable and other debt to related parties:

Total

^[2]

$ 120,000

150,000

Unsecured promissory note due to related party

Notes payable and other debt to related parties:

Total

^[3]

$ 120,000

$ 150,000

[1]	As of June 30, 2015, the Company had a loan payable due to a family member of the former CEO in the amount of $3,901. During the period ended December 31, 2015, the $3,901 balance was repaid and no amount was owed under the agreement as of December 31, 2015.
[2]	In February 2014, the Company entered into an unsecured promissory note agreement with a shareholder. The agreement allows for the Company to borrow up to $150,000 at an interest rate of 10 percent per year. On October 30, 2015, $30,000 principal and $25,039 interest were converted into 1,375,975 shares of the Company's common stock. As at December 31, 2015 and June 30, 2015, the outstanding balance of the note was $120,000 and 150,000, respectively. The outstanding principal amount and all accrued and unpaid interest is due by December 2016.
[3]	In February 2014, the Company entered into an unsecured promissory note agreement with a shareholder. The agreement allows for the Company to borrow up to $150,000 at an interest rate of 10 percent per year. On October 30, 2015, $30,000 principal and $24,754 interest were converted into 1,368,872 shares of the Company's common stock. As at December 31, 2015 and June 30, 2015, the outstanding balance of the note was $120,000 and 150,000, respectively. The outstanding principal amount and all accrued and unpaid interest is due by January 2016.

NOTES PAYABLE - RELATED PARTIES (Details Textual) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

Oct. 30, 2015

Dec. 31, 2015

Dec. 31, 2014

^[1]

Dec. 31, 2015

Dec. 31, 2014

Jun. 30, 2015

Feb. 28, 2014

Notes Payable - Related Parties (Textual)

Loan repaid to related party

$ 3,800

Interest expense

$ 7,945

$ 7,562

$ 14,121

$ 15,085

^[1]

Interest payable

6,201

$ 39,684

Loan payable - related party | Former CEO

Notes Payable - Related Parties (Textual)

Loan payable to related parties

3,901

Loan repaid to related party

3,901

Unsecured promissory note due to related party | Shareholder

Notes Payable - Related Parties (Textual)

Maximum borrowing capacity of unsecured debt

$ 150,000

Notes payable, interest rate

10.00%

Debt convertible amount

$ 30,000

Debt convertible interest amount

$ 25,039

Debt converted into common stock shares

1,375,975

Notes payable outstanding balance

120,000

150,000

Notes payable, maturity date

Dec. 31, 2016

Unsecured promissory note due to related party | Shareholder

Notes Payable - Related Parties (Textual)

Maximum borrowing capacity of unsecured debt

$ 150,000

Notes payable, interest rate

10.00%

Debt convertible amount

$ 30,000

Debt convertible interest amount

$ 24,754

Debt converted into common stock shares

1,368,872

Notes payable outstanding balance

$ 120,000

$ 150,000

Notes payable, maturity date

Jan. 31, 2016

[1]

Restated

NOTE PAYABLE (Details Textual) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

Aug. 31, 2015

Dec. 31, 2015

Dec. 31, 2014

^[1]

Dec. 31, 2015

Dec. 31, 2014

^[1]

Note Payable (Textual)

Interest Expense

$ 7,945

$ 7,562

$ 16,310

$ 15,085

Unsecured promissory note

Note Payable (Textual)

Line of Credit Facility, Maximum Borrowing Capacity

$ 66,613

Note payable interest rate

10.00%

Note payable

$ 66,613

66,613

Interest Expense

$ 2,189

Notes payable, maturity date

Aug. 31, 2016

[1]

Restated

DISCONTINUED OPERATIONS (Details) - USD ($)	3 Months Ended	6 Months Ended
DISCONTINUED OPERATIONS (Details) - USD ($)	Dec. 31, 2014	Dec. 31, 2014
Discontinued Operations [Abstract]
Sales	$ 298,187	$ 352,221
Cost of Goods Sold	190,869	218,232
Gross Profit	107,318	133,989
Selling, general and administrative costs	263,481	381,557
Loss from operations	$ (156,163)	$ (247,568)

DISCONTINUED OPERATIONS (Details Textual) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

Jul. 27, 2015

Dec. 31, 2014

^[1]

Dec. 31, 2015

Dec. 31, 2014

^[1]

Discontinued Operations (Textual)

Gain on discontinued operations

$ (156,163)

$ 132,900

$ (247,568)

Former CEO

Discontinued Operations (Textual)

Purchase price of assets sold

$ 132,900

[1]

Restated

DUE TO FORMER SHAREHOLDER AND OFFICER (Details) - USD ($)	1 Months Ended
	Dec. 31, 2015	Jul. 27, 2015	Jun. 30, 2015
Former CEO
Amounts Due to Related Parties (Textual)
Purchase price of assets sold		$ 132,900
Amounts due to related parties	$ 0		$ 132,900
Officer
Amounts Due to Related Parties (Textual)
Administrative service	12,000
Amounts due to related parties converted	$ 100,000
Number of common shares issued for unpaid compensation	2,500,000
Amounts due to related parties	$ 0		88,000
Former officer
Amounts Due to Related Parties (Textual)
Amounts due to related parties converted	$ 25,000
Number of common shares issued for unpaid compensation	625,000
Amounts due to related parties	$ 0		$ 25,000

SUBSEQUENT EVENTS (Details) - Subsequent Event [Member]	1 Months Ended
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member]	Jan. 25, 2016 USD ($) Covnersion_Multiplier Shareholders shares	Jan. 24, 2016 shares
Almost Never \| Minimum
Subsequent Event (Textual)
Film production costs \| $	$ 5,000,000
Almost Never \| Maximum
Subsequent Event (Textual)
Film production costs \| $	$ 50,000,000
Exchange Agreement \| Almost Never
Subsequent Event (Textual)
Number of issued and outstanding common stock \| shares	100,000,000
Series A Convertible Preferred Stock \| Exchange Agreement
Subsequent Event (Textual)
Rate multiplier used in conversion calculation \| Covnersion_Multiplier	100
Common stock issued and outstanding before exchange agreement \| shares		27,621,237
Percentage voting rights as result of Share Exchange	20.00%
Series A Convertible Preferred Stock \| Exchange Agreement \| Almost Never shareholders
Subsequent Event (Textual)
Number of shares issued in exchange \| $	$ 1,000,000
Number of shares received \| shares	500,000
Percentage voting rights as result of Share Exchange	80.00%
Number of shareholders \| Shareholders	2