ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO FINANCIAL STATEMENTS
19
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805 Third Avenue
New York, NY 10022
212.838-5100
212.838.2676/ Fax
www.rbsmllp.com
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Grasshopper Staffing, Inc.:
We have audited the accompanying consolidated balance sheet of Grasshopper Staffing, Inc. (the Company) as of July 31, 2016, and the related consolidated statement of operations, statement of changes in stockholders deficit and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Companys internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Grasshopper Staffing, Inc. as of July 31, 2016 and the results of its operations and its cash flows for the year ended July 31, 2016 in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has sustained significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Companys ability to continue as a going concern. Managements plans regarding those matters are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ RBSM LLP
New York, NY
July 18, 2017
F-1
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STEVENSON & COMPANY CPAS LLC
A PCAOB Registered Accounting Firm
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10101 Flair Court.
Tampa, FL 33615
(813) 361-5741
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
Grasshopper Staffing, Inc.
We have audited the accompanying consolidated balance sheet of Grasshopper Staffing, Inc. as of July 31, 2015 and the related consolidated statement of operations, changes in stockholders deficiency, and cash flows for the year ended July 31, 2015. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Grasshopper Staffing, Inc. as of July 31, 2015, and the consolidated results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Companys ability to continue as a going concern. Managements plans regarding those matters are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Stevenson & Company CPAS LLC
Stevenson & Company CPAS LLC
Tampa, Florida
November 23, 2016
F-2
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GRASSHOPPER STAFFING, INC.
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CONSOLIDATED BALANCE SHEETS
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July 31,
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July 31,
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2016
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2015
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ASSETS
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CURRENT ASSETS
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Cash and cash equivalents
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$
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-
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$
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17,617
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Accounts receivable, net
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15,929
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20,345
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Prepaid expenses and other current assets
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5,474
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2,633
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Total Current Assets
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21,403
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40,595
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Property and equipment, net
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4,217
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5,178
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Intangible assets, net
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2,507
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4,178
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6,724
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9,356
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TOTAL ASSETS
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$
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28,127
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$
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49,951
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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CURRENT LIABILITIES:
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Accounts payable and accrued expenses
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$
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54,041
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$
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41,653
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Accounts payable and accrued expenses - related party
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103,742
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-
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Payroll related liabilities
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51,618
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3,644
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Due to others
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2,854
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-
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Due to related party
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121,935
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16,671
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Factoring arrangement
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25,022
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-
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Total Current Liabilities
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359,212
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61,968
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TOTAL LIABILITIES
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359,212
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61,968
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Commitments and contingencies
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-
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-
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STOCKHOLDERS' DEFICIT
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Common stock par value $0.001; 200,000,000 shares authorized;
26,287,500 and 16,425,000 shares issued and outstanding as of
July 31, 2016 and July 31, 2015, respectively
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26,288
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16,425
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Additional paid-in capital
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5,807,710
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356,759
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Accumulated deficit
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(6,165,083)
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(385,201)
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TOTAL STOCKHOLDERS' DEFICIT
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(331,085)
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(12,017)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$
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28,127
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$
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49,951
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The accompanying notes are an integral part of these consolidated financial statements.
F-3
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GRASSHOPPER STAFFING, INC.
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CONSOLIDATED STATEMENTS OF OPERATIONS
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For the Years Ended
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July 31,
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2016
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2015
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NET REVENUES
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Contract staffing services
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$
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439,736
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$
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146,305
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COST OF SERVICES
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Cost of services
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315,282
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96,297
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GROSS PROFIT
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124,454
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50,008
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SELLING, GENERAL AND ADMINISTRATIVE
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Professional fees
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4,765,165
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19,325
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Payroll and related expenses
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1,055,875
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353,297
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Selling, general and administrative expenses
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72,015
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23,467
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TOTAL SELLING, GENERAL AND ADMINISTRATIVE
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5,893,055
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396,089
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LOSS FROM OPERATIONS
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(5,768,601)
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(346,081)
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OTHER EXPENSE
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Interest expense
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(11,281)
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(332)
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TOTAL OTHER EXPENSE
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(11,281)
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(332)
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NET LOSS
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(5,779,882)
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(346,413)
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NET LOSS PER COMMON SHARE
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Basic and diluted
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$
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(0.27)
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$
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(0.03)
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING
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Basic and diluted
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21,629,850
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13,459,795
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The accompanying notes are an integral part of these consolidated financial statements.
F-4
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GRASSHOPPER STAFFING, INC.
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STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
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FOR THE YEARS ENDED JULY 31, 2016 AND 2015
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Additional
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Total
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Common Stock
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Paid-In
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Accumulated
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Stockholders'
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Shares
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Amount
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Capital
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Deficit
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Deficit
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Balance - July 31, 2014
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13,000,000
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$
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13,000
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$
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27,000
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$
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(38,788)
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$
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1,212
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Stock-based compensation
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3,175,000
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3,175
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1,298,575
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-
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1,301,750
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Deferred compensation
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-
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-
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(979,217)
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-
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(979,217)
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Acquisition of subsidiary
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250,000
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250
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10,401
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-
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10,651
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Net loss
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-
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-
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-
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(346,413)
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(346,413)
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Balance July 31, 2015
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16,425,000
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16,425
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356,759
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(385,201)
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(12,017)
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Stock-based compensation
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1,775,000
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1,775
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662,338
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-
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664,113
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Amortization of deferred compensation
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-
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-
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921,133
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-
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921,133
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Stock issued for cash
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87,500
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|
88
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17,412
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-
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17,500
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Issuance of common stock for services - related party
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8,000,000
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8,000
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495,389
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-
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503,389
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Fair value of warrants issued for services
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-
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|
-
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3,354,679
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-
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3,354,679
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Net loss
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|
-
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|
-
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-
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(5,779,882)
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(5,779,882)
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|
|
|
|
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Balance July 31, 2016
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26,287,500
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$
|
26,288
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$
|
5,807,710
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$
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(6,165,083)
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$
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(331,085)
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The accompanying notes are an integral part of these consolidated financial statements.
F-5
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GRASSHOPPER STAFFING, INC.
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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For the Years Ended
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July 31,
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2016
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2015
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|
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$
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(5,779,882)
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$
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(346,413)
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Adjustments to reconcile net loss to net cash used in operating activities:
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|
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Depreciation and amortization expense
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2,632
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|
1,295
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Revenue factoring expense
|
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14,350
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|
|
-
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Amortization of deferred stock compensation, related parties
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921,133
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|
|
-
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Issuance of common stock for services
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664,113
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322,533
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Issuance of common stock for services - related party
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503,389
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-
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Fair value of warrants issued for services
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3,354,679
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-
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Changes in operating assets and liabilities:
|
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Accounts receivable, net
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4,416
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(20,345)
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Prepaid expenses and other current assets
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(2,841)
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(2,633)
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Accounts payable and accrued expenses
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|
12,388
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|
|
22,402
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Accounts payable and accrued expenses - related party
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|
103,742
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|
|
-
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Payroll related liabilities
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47,974
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3,644
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|
|
|
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NET CASH USED IN OPERATING ACTIVITIES
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(153,907)
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(19,517)
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CASH FLOWS FROM FINANCING ACTIVITIES
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|
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Proceeds from issuance of stock
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17,500
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|
|
-
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Proceeds from third party loans
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|
2,854
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|
|
-
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Proceeds from shareholder loans
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|
110,564
|
|
|
25,755
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Payments of shareholder loans
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(5,300)
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|
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(11,684)
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Advances under factoring arrangements
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|
35,000
|
|
|
-
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Repayments under factoring arrangements
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|
(24,328)
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|
|
-
|
|
|
|
|
|
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NET CASH PROVIDED BY FINANCING ACTIVITIES
|
|
136,290
|
|
|
14,071
|
|
|
|
|
|
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Net decrease in cash and cash equivalents
|
|
(17,617)
|
|
|
(5,446)
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|
|
|
|
|
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Cash and cash equivalents, beginning of year
|
|
17,617
|
|
|
23,063
|
|
|
|
|
|
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Cash and cash equivalents, end of year
|
$
|
-
|
|
$
|
17,617
|
|
|
|
|
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SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for taxes
|
$
|
-
|
|
$
|
-
|
Cash paid for interest
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
NON-CASH ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
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Common stock issued as deferred stock compensation - related parties
|
$
|
-
|
|
$
|
979,217
|
Common stock issued in acquisition of subsidiary
|
$
|
-
|
|
$
|
10,651
|
The accompanying notes are an integral part of these consolidated financial statements.
F-6
GRASSHOPPER STAFFING, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2016 and JULY 31, 2015
NOTE 1 - NATURE OF OPERATIONS
Grasshopper Staffing Inc (the Company), formally Tomichi Creek Outfitters, was formed in the state of Nevada on June 25, 2013 and its year-end is July 31.
On March 2, 2015, the Company entered into a Business Acquisition Agreement and share exchange under which it acquired the business and assets of Grasshopper Staffing Inc (Grasshopper Colorado), formed in the state of Colorado on January 13, 2015. The exchange for $10,651 was represented by 250,000 shares of the Companys common stock in exchange for all of the outstanding shares of Grasshopper Colorado. The assets purchased include the logo and website, office supplies and office furniture. Grasshopper Colorado is operating as a wholly-owned subsidiary of the Company and is now the primary operation of its business.
Grasshopper Colorado was founded as a solution to the staffing needs presented in the blossoming cannabis industry in Colorado. Grasshopper Colorado is an agency that serves the Colorado's cannabis employment needs by providing employee recruiting, training, securing proper credentials and ensuring compliance with the ever-changing local and state laws. Grasshopper Colorado specializes in providing budtenders, trimmers, janitorial, security, payroll, armored transport, edible production, infusion specialists, grow consultants, irrigation, retail sales, IT solutions, web design, and event services.
NOTE 2 - GOING CONCERN
The accompanying consolidated financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern. The Company has a history of losses, an accumulated deficit, has negative working capital and has not generated cash from its operations to support meaningful ongoing operations. In view of these matters, the Companys ability to continue as a going concern is dependent upon advancement of operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements of the Company have been prepared using the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (U.S. GAAP).
The consolidated financial statements include the Companys accounts and those of the Companys wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated.
Reclassifications
Certain prior period amounts have been reclassified to conform to current period presentation.
F-7
GRASSHOPPER STAFFING, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2016 and JULY 31, 2015
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the estimates of useful lives for depreciation.
Cash and Cash Equivalents
The Company considers highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less to be cash equivalents.
Accounts Receivable
Accounts receivable represent amounts due from customers in the ordinary course of business from sales activities The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. At July 31, 2016 and 2015, the Company wrote off $4,396 and $0 to the allowance.
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized while minor replacements and maintenance and repairs, which do not improve or extend the life of such assets, are charged to operations as incurred. Disposals are removed at cost less accumulated depreciation, and any resulting gain or loss is reflected in the statement of operations. Depreciation is calculated using the straight-line method which depreciates the assets over the estimated useful lives of the depreciable assets ranging from five to seven years.
Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment at least annually or whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. The Company did not recognize any impairment losses for any periods presented.
Intangible Assets
Intangible assets with definite useful lives are recorded on the basis of cost and are amortized on a straight-line basis over their estimated useful lives. The Company uses a useful life of 3 years for website development. The Company evaluates the remaining useful life of intangible assets annually to determine whether events and circumstances warrant a revision to the remaining amortization period. If the estimate of the intangible assets remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized prospectively over that revised remaining useful life. At July 31, 2016, no revision to the remaining amortization period of the intangible assets was made.
F-8
GRASSHOPPER STAFFING, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2016 and JULY 31, 2015
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.
Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.
Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and borrowings. The fair value of current financial assets and current financial liabilities approximates their carrying value because of the short-term maturity of these financial instruments.
Revenue Recognition
Revenue is derived from the placement of temporary workers. The Company recognizes revenue when it is realized or realizable and estimable in accordance with ASC 605,
Revenue Recognition
. The Company will recognize revenue only when all of the following criteria have been met:
·
Persuasive evidence for an agreement exists;
·
Service has been provided;
·
The fee is fixed or determinable; and,
·
Collection is reasonably assured.
Advertising
Advertising costs are expensed as incurred. As of July 31, 2016 and July 31, 2015, no advertising costs have been incurred.
Basic Net Loss Per Common Share
Basic net loss per common share is computed by dividing the loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
F-9
GRASSHOPPER STAFFING, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2016 and JULY 31, 2015
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Stock Based Compensation
The Company accounts for the grant of restricted stock awards in accordance with ASC 718, Compensation-Stock Compensation. ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of equity based compensation. The expense is recognized over the period during which the employee is required to provide service in exchange for the compensation. Any remaining unrecognized balance will be recognized ratably over the life of the vesting period and is a reduction of stockholders' equity.
The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 505-50 Equity-Based Payments to Non-Employees.
Income Taxes
Under ASC 740, Income Taxes, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of July 31, 2016 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.
Recent Accounting Pronouncements
The Company has reviewed the FASB issued Accounting Standards Update (ASU) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporations reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.
In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 201601, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available for sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance.
In March 2016, the FASB issued an Accounting Standards Update (ASU) ASU 2016 - 09 Improvements to Employee ShareBased Payment Accounting
which is intended to improve the accounting for employee sharebased payments. The ASU simplifies several aspects of the accounting for sharebased payment award transactions, including
;
the income tax consequences, classification of awards as either equity or liabilities, and the classification on the statement of cash flows. The new standard is effective for fiscal years and interim periods beginning after December 15, 2016, and upon adoption, an entity should apply the amendments by means of a cumulativeeffect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance.
F-10
GRASSHOPPER STAFFING, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2016 and JULY 31, 2015
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
In April 2016, the FASB issued an Accounting Standards Update (ASU) ASU 2016 - 10 Revenue from Contract with Customers: identifying Performance Obligations and Licensing. The amendments in this Update clarify the two following aspects (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entitys promise to grant a license provides a customer with either a right to use the entitys intellectual property (which is satisfied at a point in time) or a right to access the entitys intellectual property (which is satisfied over time). The amendments in this Update are intended to reduce the degree of judgement necessary to comply with Topic 606. This guidance has no effective date as yet. The Company is currently evaluating the impact of adopting this guidance.
In August 2016, the FASB issued ASU 201615, "Classification of Certain Cash Receipts and Cash Payments." ASU 201615 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 201615 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance.
In November 2016, the FASB issued Accounting Standards Update No. (ASU) 201620, an amendment to Accounting Standards Update No. 201409, Revenue from Contracts with Customers (Topic 606). This ASU addressed several areas related to contracts with customers. This topic is not yet effective and will become effective with Topic 606. The Company is currently evaluating the impact of adopting this guidance.
In January 2017, the FASB issued Accounting Standards Update No. (ASU) 201702, an amendment to Topic 805, Business Combinations. The amendments in this Update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this Update affect all reporting entities that must determine whether they have acquired or sold a business. The amendments in this Update provide a more robust framework to use in determining when a set of assets and activities is a business. The amendments in this Update apply to annual periods beginning after December 15, 2017. The amendments in this Update should be applied prospectively on or after the effective date. No disclosures are required at transition. The Company is currently evaluating the impact of adopting this guidance.
In January 2017, the FASB issued Accounting Standards Update No. (ASU) 201704, an amendment to Topic 350, Intangibles - Goodwill and Other, an entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Because these amendments eliminate Step 3 from the goodwill impairment test, they should reduce the cost and complexity of evaluating goodwill for impairment. An entity should apply the amendments in this Update on a prospective basis. The amendments in this Update are effective for Goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adopting this guidance.
Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.
F-11
GRASSHOPPER STAFFING, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2016 and JULY 31, 2015
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at July 31, 2016 and 2015:
|
|
|
|
|
| |
|
|
July 31,
2016
|
|
July 31,
2015
|
Computer equipment
|
|
$
|
2,644
|
|
$
|
2,643
|
Furniture and fixtures
|
|
|
3,007
|
|
|
3,007
|
Subtotal
|
|
|
5,650
|
|
|
5,650
|
Less: accumulated depreciation
|
|
|
(1,434)
|
|
|
(472)
|
Total property and equipment, net
|
|
$
|
4,217
|
|
$
|
5,178
|
Depreciation expense for the years ended July 31, 2016 and 2015 was $961 and $472 respectively.
NOTE 5 - INTANGIBLE ASSETS
Intangible assets consisted of the following at July 31, 2016 and 2015:
|
|
|
|
|
| |
|
|
July 31,
2016
|
|
July 31,
2015
|
Website development
|
|
$
|
5,000
|
|
$
|
5,000
|
Less: accumulated amortization
|
|
|
(2,493)
|
|
|
(822)
|
Total intangible assets, net
|
|
$
|
2,507
|
|
$
|
4,178
|
Amortization expense for the years ended July 31, 2016 and 2015 was $1,671 and $822 respectively.
NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following at July 31, 2016 and 2015:
|
|
|
|
| |
|
July 31,
2016
|
|
July 31,
2015
|
Accounts Payable
|
$
|
40,486
|
|
$
|
19,512
|
Accrued Expenses
|
|
1,600
|
|
|
1,600
|
Accrued Payroll
|
|
10,951
|
|
|
20,541
|
Cash Overdraft
|
|
1,004
|
|
|
-
|
Total
|
$
|
54,041
|
|
$
|
41,653
|
NOTE 7 - PAYROLL LIABILITIES
The Company has past due payroll liabilities due to the Internal Revenue Service (IRS) for unpaid payroll taxes, penalties and interest for 2015 and 2016. The original unpaid payroll taxes to the IRS for these periods totaled $32,966.
As of July 31, 2016, the past due balance due to the IRS, including penalties, interest, and fees, totaled $51,618. During the year ended July 31, 2016 the Company incurred $9,539 in penalties and interest from the IRS. Subsequent to year end, on February 10, 2017, the Company paid back $10,116 of the outstanding liability, interest and penalties related to the March 31, 2016 tax period. The Company is working with the IRS to negotiate a payment plan for the remaining balance due.
F-12
GRASSHOPPER STAFFING, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2016 and JULY 31, 2015
NOTE 8 - FACTORING ARRANGEMENTS
On April 13, 2016, the Company entered into a revenue-based factoring agreement with TUV Investments LLC (TUV), pursuant to which for consideration of $20,000 the Company agreed to sell, assign and transfer all of the Companys future receipts until the repayment of the agreed upon purchase price of $27,600 is paid in full pursuant to specified repayment terms. The repayment terms provide, that the Company shall pay TUV the greater of an authorized daily debit (ACH withdrawal) of $199 on each available banking day, or 14% of the Companys daily receipts until the $27,600 is paid in full. The Company has recognized all expenses related to this agreement in the aggregate total of $8,305 as factoring expenses on the date of the agreement. The obligations of the Company and its subsidiaries under the Factoring Agreement are secured by substantially all the assets of the Company and its subsidiaries. As of July 31, 2016, this agreement has an outstanding balance of $13,740.
On May 6, 2016, the Company entered into a revenue-based factoring agreement with Merchant Cash Advance Fund One (Merchant), pursuant to which for consideration of $7,500 the Company agreed to sell, assign and transfer all of the Companys future receipts until the repayment of the agreed upon purchase price of $10,875 is paid in full pursuant to specified repayment terms. The repayment terms provide, that the Company shall pay Merchant the greater of an authorized daily debit (ACH withdrawal) of $108 on each available banking day, or 5% of the Companys daily receipts until the $10,875 is paid in full. The Company has recognized all expenses related to this agreement in the aggregate total of $3,774 as factoring expenses on the date of the agreement. The obligations of the Company and its subsidiaries under the Factoring Agreement are secured by substantially all the assets of the Company and its subsidiaries. As of July 31, 2016, this agreement has an outstanding balance of $5,691.
On May 6, 2016, the Company entered into a revenue-based factoring agreement with Samson Horus (Samson), pursuant to which for consideration of $7,500 the Company agreed to sell, assign and transfer all of the Companys future receipts until the repayment of the agreed upon purchase price of $10,875 is paid in full pursuant to specified repayment terms. The repayment terms provide, that the Company shall pay Samson the greater of an authorized daily debit (ACH withdrawal) of $108 on each available banking day, or 5% of the Companys daily receipts until the $10,875 is paid in full. The Company has recognized all expenses related to this agreement in the aggregate total of $4,475 as factoring expenses on the date of the agreement. The obligations of the Company and its subsidiaries under the Factoring Agreement are secured by substantially all the assets of the Company and its subsidiaries. As of July 31, 2016, this agreement has an outstanding balance of $5,591.
NOTE 9 - CONCENTRATIONS
The following table sets forth information as to each customer that accounted for 10% or more of the Companys revenues for the years ended July 31, 2016 and 2015. At July 31, 2016, three customers accounted for 62% of the Companys total revenue.
|
|
|
|
|
| |
Customer
|
|
Year Ended
July 31, 2016
|
|
Year Ended
July 31, 2015
|
A
|
|
|
35%
|
|
|
46%
|
B
|
|
|
16%
|
|
|
23%
|
C
|
|
|
10%
|
|
|
15%
|
NOTE 10 - INCOME TAXES
The Company files corporate income tax returns in the United States (federal), Nevada and Colorado. The Company is subject to federal, state and local income tax examinations by tax authorities through inception.
F-13
GRASSHOPPER STAFFING, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2016 and JULY 31, 2015
NOTE 10 - INCOME TAXES
(continued)
The Company's tax expense differs from the "expected" tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 34% and State tax rate net of federal benefit of 3.01% and 0.00% to income before taxes related to operations in Colorado and Nevada, respectfully), as follows:
|
|
|
|
|
| |
|
|
For the Years Ended July 31,
|
|
|
2016
|
|
2015
|
Expected tax
|
|
$
|
1,965,200
|
|
$
|
129,000
|
Permanent differences - primarily equity based compensation
|
|
|
(2,014,000)
|
|
|
(119,000)
|
Increase in valuation allowance
|
|
|
(125,000)
|
|
|
(10,000)
|
Total
|
|
$
|
--
|
|
$
|
--
|
The tax effects of temporary differences that give rise to the Companys net deferred tax assets as of July 31, 2016 and 2015 are as follows:
|
|
|
|
|
| |
|
|
For the Years Ended July 31,
|
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
Net operating losses
|
|
$
|
147,800
|
|
$
|
22,800
|
Valuation allowance
|
|
|
(147,800)
|
|
|
(22,800)
|
Net deferred tax asset
|
|
$
|
--
|
|
$
|
--
|
The Company has approximately $454,000 of net operating losses (NOL) carried forward to offset taxable income, if any, in future years which expire commencing in fiscal 2036. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. The tax returns for 2013 through 2016 remain open for inspection by federal and state taxing authorities. Utilization of the NOLs may be limited under IRC certain 382 due to ownership changes.
NOTE 11 - RELATED PARTY TRANSACTIONS
In support of the Companys efforts and cash requirements, it has relied on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. As of July 31, 2016 and July 31, 2015, members of management have loaned the Company $121,935 and $16,671, respectively. The loans are payable on demand and carry no interest.
In addition, the Company has accrued expenses related to the January 15, 2016 consulting and advisory agreement (See Note 12). As of July 31, 2016 and 2015, the Company has accrued $103,742 and $0, respectively in monthly retainer fees and travel expenses related to this agreement.
The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.
F-14
GRASSHOPPER STAFFING, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2016 and JULY 31, 2015
NOTE 12 - CAPITAL STOCK
The Company is authorized to issue an aggregate of 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. At July 31, 2016 and July 31, 2015, the Company had 26,287,500 and 16,425,000 common shares issued and outstanding, respectively.
On March 2, 2015, the Company entered into a Business Acquisition Agreement and share exchange under which the Company acquired the business and assets of Grasshopper Colorado in exchange for $10,651, which was represented by 250,000 shares of common stock in exchange for 100% of the Grasshopper Colorados common shares. The acquisition resulted in a change in management control, therefore, the investment in the subsidiary value has been eliminated.
Shares Issued for Services:
On June 12, 2015, the Company's Board of Directors approved the issuance of 3,175,000 shares of common stock to various employees and consultants. The fair market value of the shares was $1,301,750 at the date of grant, of which $322,533 was recognized as an expense in the year ended July 31, 2015. The remaining balance of $979,217 was recorded to additional paid in capital and is being amortized over the life of the employment agreements (15 - 18 months). The Company has recorded $921,133 of consulting expense for the year ended July 31, 2016 related to these agreements.
On August 3, 2015, the Company entered into a one-year consulting agreement with Acorn Management Partners, LLC. Under the terms of the agreement, the Company paid compensation of $12,500 for the first month and $10,000 a month thereafter and issued 375,000 shares of the Companys common stock on August 24, 2015 valued at $146,213. In addition, as per the agreement, the Company was to issue $75,000 in common stock to be priced at the closing bid price of the last trading day of the previous period during both the third and fourth three-month period. This agreement was terminated on December 3, 2015 and as a result, the additional $150,000 in common stock will not be issued. As of the date of termination, the Company had paid Acorn Management an aggregate total of $36,500. The remaining $6,000 due to Acorn was satisfied through the issuance of warrants as per the agreement dated March 29, 2016 (see below).
On August 10, 2015, the Company entered into a second consulting agreement with Acorn Management Partners, LLC, with no termination date, for 1,000,000 shares of the Companys common stock that were authorized to be issued on August 5, 2015 and were issued on August 24, 2015. Under the terms of the agreement, the stock is considered to be fully earned on the date of issuance. The shares were valued at the date of authorization at $0.3889 per share or $389,900.
On January 15, 2016, the Company entered into a three-year consulting and advisory agreement with Platinum Equity Advisors, LLC, a related party. Compensation consists of a monthly retainer fee of $20,000. In addition, for services rendered through January 15, 2016, the Company issued on February 15, 2016, 8,000,000 shares of the Companys common stock at a value of $0.35 per share or $2,788,000. The first months retainer was offset by $8,000 for the shares issued, resulting in a reduction of accounts payable and the remainder will be amortized over the life of the agreement. For the year ended July 31, 2016, the Company has recorded $503,389 in consulting expense related to this agreement resulting in an unamortized portion amounting to $2,284,611.
Shares Issued for Working Capital:
On September 28, 2015, the Company issued 50,000 shares of common stock at $0.20 per share for gross proceeds for working capital of $10,000.
On September 28, 2015, the Company issued 37,500 shares of common stock at $0.20 per share for gross proceeds for working capital of $7,500.
F-15
GRASSHOPPER STAFFING, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2016 and JULY 31, 2015
NOTE 12 - CAPITAL STOCK
(continued)
Warrants:
On October 28, 2015, the Company entered into a one-year consulting agreement with Caro Capital LLC. Under the terms of the agreement, the Company made a commitment of $2,500 per month for nine months, until the Company closed on financing. As the agreement terminated on February 18, 2016 and no financing was raised, the Company does not owe the consultant any cash compensation and therefore no accrual is shown on the balance sheet. According to the terms of the agreement, upon execution the Company is to issue 200,000 warrants for share of the Companys common stock at an exercise price of 0.001 per share for a total purchase price of $200. In addition, the Company is to issue, and the consultant is to purchase, 200,000 additional warrants per quarter (up to 800,000 warrants in total). As of January 31, 2016 the Company has issued 400,000 warrants and recorded $127,609 in consulting fees related to the fair value of the warrants. On February 10, 2016, the Company terminated the agreement dated October 28, 2015 with Caro Capital LLC. As a result of the termination of the agreement, the 400,000 warrants were cancelled. On February 10, 2016, 400,000 shares of common stock with a market value of $0.32 per share or $128,000 were issued by the Company as compensation for four months of service.
On March 29, 2016, the Company agreed to issue 6,000,000 warrants to purchase shares of the Companys common stock as satisfaction of $6,000 in compensation that was owed to Acorn Management Partners, LLC. The warrants have an exercise price of $0.01 and expire ten years from the date of issuance. The warrants were valued using the Black-Scholes option-pricing model and a fair value of approximately $3,200,000 was expensed.
The fair value of the warrants issued and the significant assumptions used to determine those fair values, using a Black-Scholes option-pricing model are as follows:
|
| |
|
|
July 31, 2016
|
Volatility
|
|
189% - 208%
|
Expected remaining term (in years)
|
|
1.00 - 10.00
|
Risk-free interest rate
|
|
0.33% - 1.81%
|
Expected dividend yield
|
|
None
|
A summary of the Companys warrant activity during the years ended July 31, 2016 ad 2015 is presented below:
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Weighted
|
|
Average
|
|
|
|
|
|
|
Average
|
|
Remaining
|
|
Aggregate
|
|
|
Number of
|
|
Exercise
|
|
Contractual
|
|
Intrinsic
|
Warrants
|
|
Shares
|
|
Price
|
|
Term
|
|
Value
|
Balance Outstanding, July 31, 2015
|
|
|
-
|
|
$
|
-
|
|
|
-
|
|
$
|
-
|
Granted
|
|
|
6,800,000
|
|
|
0.01
|
|
|
9.67
|
|
|
-
|
Forfeited
|
|
|
(800,000)
|
|
|
-
|
|
|
-
|
|
|
-
|
Exercised
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
Expired
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
Balance Outstanding, July 31, 2016
|
|
|
6,000,000
|
|
$
|
0.01
|
|
|
9.67
|
|
$
|
1,860,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, July 31, 2016
|
|
|
6,000,000
|
|
$
|
0.01
|
|
|
9.67
|
|
$
|
1,860,000
|
As of July 31, 2016, there are no options outstanding to acquire any additional shares of common stock of the Company.
F-16
GRASSHOPPER STAFFING, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2016 and JULY 31, 2015
NOTE 13 - COMMITMENTS AND CONTINGENCIES
Legal Matters
In the normal course of business, the Company may become a party to litigation matters involving claims against the Company. The Company's management is unaware of any pending or threatened assertions and there are no current matters that would have a material effect on the Companys financial position or results of operations.
The Companys operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.
Operating Leases
The companys executive offices are located at 200 S Victoria Ave, Pueblo, Co 81003. The property is leased on a month to month basis with a monthly rental payment of $800.
NOTE 14 - SUBSEQUENT EVENTS
The Company follows the guidance in Sections 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company has evaluated the period after the balance sheet date up through the date of filing, which is the date that the consolidated financial statements were issued, and determined that, there were no subsequent events or transactions that required recognition or disclosure in the consolidated financial statements.
F-17