EXHIBIT 99.1
SIGAL CONSULTING, LLC
FINANCIAL STATEMENTS
AND SUPPLEMENTARY INFORMATION
FOR THE PERIOD AUGUST 16, 2013 (DATE OF
INCEPTION) TO DECEMBER 31, 2013
INDEPENDENT AUDITOR'S REPORT 1-2
FINANCIAL STATEMENTS
BALANCE SHEET 4
STATEMENT OF INCOME AND MEMBERS' CAPITAL 5
STATEMENT OF CASH FLOWS 6
NOTES TO THE FINANCIAL STATEMENTS 7
(1) |
KESNER, GODES & MORRISSEY, LLC
CERTIFIED PUBLIC ACCOUNTANTS
15 PACELLA PARK DRIVE -SUITE 200
RANDOLPH, MA 02368
TEL (781) 961-2900 FAX (781) 961-2927
INDEPENDENT AUDITOR'S REPORT
To the Members
of Sigal Consulting, LLC
Newton, Massachusetts
Report on the Financial Statements
We have audited the accompanying financial statements of Sigal Consulting, LLC (a Massachusetts Partnership) which comprise the balance sheet as of December 31, 2013 and the related statements of income and members' capital, and cash flows for the period August 16, 2013 (date of inception) to December 31, 2013, and the related notes to the financial statements.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
(2) |
KESNER, GODES & MORRISSEY, LLC
CERTIFIED PUBLIC ACCOUNTANTS
15 PACELLA PARK DRIVE -SUITE 200
RANDOLPH, MA 02368
TEL (781) 961-2900 FAX (781) 961-2927
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sigal Consulting, LLC as of December 31, 2013, and the results of its income and cash flows for the period August 16, 2013 (date of inception) to December 31, 2013 in accordance with accounting principles generally accepted in the United States of America.
/s/ Randolph, Massachusetts
Randolph, Massachusetts
June 11, 2014
(3) |
SIGAL CONSULTING LLC | ||||
BALANCE SHEET | ||||
DECEMBER 31, 2013 | ||||
ASSETS | ||||
Current Assets | ||||
Cash | $ | 11,449 | ||
Advance to Client | 500,000 | |||
Due from affiliate | 5,600 | |||
Due from client | 100 | |||
Total Current Assets | 517,149 | |||
Other Assets | ||||
Deposits | 20,000 | |||
Total Other Assets | 20,000 | |||
TOTAL ASSETS | $ | 537,149 | ||
Current Liabilities | ||||
Accounts Payables | $ | 46,230 | ||
Accrued interest | 4,167 | |||
Note payable | 500,000 | |||
Total Current Liabilities | 550,397 | |||
Other Liabilities | ||||
Due to members | 90,000 | |||
Total Other Liabilities | 90,000 | |||
Total Liabilities | 640,397 | |||
Stockholders' (Deficit) | ||||
Members capital | (103,248 | ) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 537,149 | ||
See accompanying notes to the financial statements |
(4) |
t | ||||
STATEMENT OF INCOME AND MEMBERS’ CAPITAL | ||||
FOR THE PERIOD AUGUST 16, 2013 (DATE OF INCEPTION) TO DECEMBER 31, 2013 | ||||
INCOME | ||||
Consulting income | $ | 109,000 | ||
109,000 | ||||
EXPENSES | ||||
Background checks | 291 | |||
Consulting fees | 5,000 | |||
Due and subscriptions | 166 | |||
Filing fees | 6,000 | |||
Interest expenses | 5,556 | |||
Legal and professional fees | 79,339 | |||
Non refundable application fee | 90,000 | |||
Supplies | 396 | |||
Travel expense | 500 | |||
Writers | 25,000 | |||
212,248 | ||||
NET LOSS | (103,248 | ) | ||
MEMBERS' CAPITAL, August 16, 2013 | — | |||
MEMBERS' CAPITAL, December 31, 2013 | $ | (103,248 | ) | |
See accompanying notes to the financial statements |
(5) |
SIGAL CONSULTING LLC | ||||
STATEMENT OF CASH FLOWS | ||||
FOR THE PERIOD AUGUST 16, 2013 (DATE OF INCEPTION) TO DECEMBER 31, 2013 | ||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ | (103,248 | ) | |
Adjustments to reconcile net loss to net cash used for operating activities | ||||
Changes in | ||||
Advance to client | (500,000 | ) | ||
Due from affiliate | (5,600 | ) | ||
due fro client | (100 | ) | ||
Deposits | (20,000 | ) | ||
Accounts payable | 46,230 | |||
Accrued interest | 4,167 | |||
TOTAL ADJUSTMENTS | (475,303 | ) | ||
NET CASH USED BY OPERATING ACTIVITIES | (578,551 | ) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Advances from members | 90,000 | |||
Proceeds from note payable | 500,000 | |||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 590,000 | |||
NET INCREASE IN CASH | 11,449 | |||
CASH, BEGINNING OF PERIOD | — | |||
CASH, END OF PERIOD | $ | 11,449 | ||
SUPPLEMENTAL DISCLOSURES | ||||
interest paid | $ | 1,389 | ||
See accompanying notes to the financial statements |
(6) |
SIGAL CONSULTING, LLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD AUGUST 16, 2013 (DATE OF INCEPTION) TO DECEMBER 31, 2013
1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Sigal Consulting, LLC (the Partnership) was organized under the state laws of Massachusetts on August 16, 2013. The limited liability company's general character of business is to render consulting services to individuals and companies seeking to apply for a license to operate a medical marijuana dispensary in Massachusetts. The company has a regular place of business at 26 Ossipee Road, Newton, MA.
The limited liability company is recognized as a partnership for federal tax purposes. The earnings and losses are passed through to the members each year and as an entity has no federal income tax liability, therefore no provision for federal income taxes is presented in these financial statements.
The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
2. | CASH AND CASH EQUIVALENTS |
At December 31, 2013, cash and cash equivalents include cash on hand, demand deposits with banks and all highly liquid investments with original maturities of three months or less.
For the purpose of preparing the statement of cash flows, the Partnership considers all cash accounts which are not subject to withdrawal restrictions or penalties, and short-term instruments purchased with a maturity of three months or less to be cash and cash equivalents.
3. | CONCENTRATIONS OF CREDIT RISK |
Financial instruments, which potentially subject the Partnership to credit risk, consist principally of cash in demand accounts. The Partnership may be subject to credit risk to its cash and cash equivalent investments, which are placed with high credit-quality financial institutions. From time to time, the Partnership may have amounts on deposit in excess of the FDIC limits. Management believes that the Partnership is not exposed to any significant credit risk on cash and cash equivalents. As of December 31, 2013, the Partnership did not have cash and cash equivalents in excess of the FDIC limits. The Partnership has not experienced any losses on its cash equivalents.
The Partnership provides consulting services. The terms of the contracts generally require a sum deposit plus basic contractual payments at the beginning of each month. Credit risk associated with the contract agreements is limited to the amount of contract receivable.
(7) |
FOR THE PERIOD AUGUST 16, 2013 (DATE OF INCEPTION) TO DECEMBER 31, 2013
4. | NOTE PAYABLE |
Note payable as of December 31, 2013 consisted of the following:
21st Century and Bruce Levine - interest at 10.0% per annum.
Monthly payments of interest only to lender. $500,000
Future maturities of the note payable is as follows
2014 $500,000
5. | RELATED PARTY TRANSACTIONS |
At times, the members make advances to and from the Partnership and other related entities. These advances are considered short term temporary advances and no interest is paid or accrued on these advances. The balance in due from affiliated entities was $5,600 and due to members' was $90,000 at December 31, 2013.
On November 20, 2013, Sigal Consulting LLC borrowed $500,000 from a related party. The interest is payable on December 1, 2013, and on the first day of each succeeding calendar month until the note is paid in full, and interest rate is a fixed rate equal to ten percent (10.0%) per annum.
The loan proceeds were advanced to a client's account and were repaid in full on February 2, 2014.
(8) |
FOR THE PERIOD AUGUST 16, 2013 (DATE OF INCEPTION) TO DECEMBER 31, 2013
6. | TAX POSITIONS AND FILING |
The Partnership adopted Topic 740 of the FASB Accounting Standards Codification (ASC) relating to accounting for uncertainty in income taxes. As required by this topic, Management of the Partnership has evaluated its tax positions, applying a "More Likely Than Not" standard, and believes that there would be no material changes to the results of its operations or financial position as a result of an audit by the applicable taxing authorities, federal or state(s). The Partnership has filed all of its known and required returns in a timely manner including as permitted, allowed extensions. The income tax returns of the Partnership are subject to examination by the IRS and the state(s) for three years after they are filed.
7. | SUBSEQUENT EVENTS |
Management has evaluated subsequent events through June 11, 2014, the date on which the financial statements were available to be issued. There were no material subsequent events that required recognition or additional disclosures in these financial statements.