UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-SA
x | SEMIANNUAL REPORT PURSUANT TO REGULATION A | |
or | ||
¨ | SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A | |
For the fiscal semiannual period ended June 30, 2018 |
YiLoLife Inc. |
(Exact name of issuer as specified in its charter) |
Delaware |
| 47-4108218 |
State or other jurisdiction of incorporation or organization |
| (I.R.S. Employer Identification No.) |
201 S. 36th Street, Phoenix, Arizona 85034
(Full mailing address of principal executive offices)
(305) 608-2362
(Issuer’s telephone number, including area code)
Item 1. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Notwithstanding any references to YiLoLife Inc. or any of its subsidiaries, YiLoTM or YiLoLifeTM, all marijuana and marijuana-infused products referenced herein are acquired, possessed, owned, cultivated, manufactured, delivered, transferred, transported, supplied, sold, and/or dispensed exclusively by Natural Relief Clinic, Inc., an Arizona nonprofit corporation ("NRC"), in conformity with nonprofit medical marijuana dispensary licenses issued by the Arizona Department of Health Services. Any express or implied reference herein to the any of the foregoing activities relating to marijuana or marijuana-infused products shall be deemed to be references to the exclusive conduct of NRC. Any reference to the involvement of YiLoLife in such activities is intended to describe YiLoLife's role as a service provider for NRC. NRC does business as YiLoTM and YiLoLifeTM pursuant to a limited nonexclusive branding license granted by YiLoLife, LLC, and it also does business as Green Farmacy.
The following discussion and analysis should be read together with our financial statements and the related notes appearing elsewhere in this report.
Statements in this report may be "forward-looking statements." Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this report. In addition, such statements could be affected by risks and uncertainties related to:
¨ | our ability to raise funds for general corporate purposes and operations; | |
¨ | our ability to recruit qualified management and technical personnel; | |
¨ | federal and state regulations impacting our operations and those of our sole client, NRC, and our prospective clients; and | |
¨ | the other factors discussed in the "Risk Factors" section included in the Company’s Form 1-A filed with the SEC on November 15, 2016 which are incorporated herein by reference. |
Any forward-looking statements speak only as of the date on which they are made, and except as may be required under applicable securities laws, we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report.
As a company, YiLoLife Inc. (“Company”) currently provides valuable, ancillary services to Natural Relief Clinic, Inc. ("NRC") located in Arizona, which is our sole client, licensee, lessee, and customer. NRC operates state-compliant medical marijuana dispensaries in Arizona. We fill the void left by the traditional business community who neglect organizations such as NRC despite its need for the same services as other businesses. Viewed together, YiLoLife Inc.'s operating subsidiaries provide substantially all the necessary support services NRC needs to manage its operations - from acquiring cultivation facilities, providing industry-leading proprietary edible infusion processes, to leasing support personnel and stocking its YiLoTM-branded products at registered dispensary sites state-wide. Perhaps most importantly, as the exclusive YiLoTM-brand family of service providers, we empower our client, NRC, to contain its costs and ensure consistent results.
2 |
Results of Operations
The six month periods ended June 30, 2018 and June 30, 2017
Revenue. The Company had $3,421,579 in revenue for the six month period ended June 30, 2018, compared to $2,820,261 in revenue for the six month period ended June 30, 2017. All of the Company's revenue was derived from its sole client, NRC. YiLoTM-branded products are currently only being produced in Arizona. The marijuana market was not approved by the voters in 2016 for recreational use. The medical marijuana patients in AZ fluctuate around 160,000 patients. NRC, YiLo’s sole client, was one of the first infusion companies in AZ. Now approximately 23 infusion companies exist which led to higher competition for the same pool of approximately 160,000 medical marijuana patients. The Company’s increase in revenue is due to increased revenue from NRC. The Company made a strategic decision to enter the California market before the end of 2017 to reach a larger customer base.
Accrual based revenues for our subsidiaries that provided services to NRC for the six month periods ended June 30, 2018 and 2017 are as follows:
Accrual Revenue |
| Six Months Ended June 30, 2018 |
|
| Six Months Ended June 30, 2017 |
| ||
JJ Empire, LLC |
| $ | 2,076,949 |
|
| $ | 1,903,553 |
|
YiLo Life Inc. |
| $ | 149,980 |
|
| $ | 150,025 |
|
Green Outlet |
| $ | 167,904 |
|
| $ | 54,255 |
|
Food 2828, LLC |
| $ | 1,026,746 |
|
| $ | 712,428 |
|
Total |
| $ | 3,421,579 |
|
| $ | 2,820,261 |
|
Operating Expenses. Selling, general, and administrative expenses were $2,240,858 for the six month period ended June 30, 2018, compared to selling, general, and administrative expenses of $1,848,951 for the six month period ended June 30, 2017. The increase in selling, general, and administrative expenses was primarily due to increases in insurance expense, labels and packaging expenses, meals and entertainment, miscellaneous, rent, repair and maintenance, salaries and wages, security expense, and supplies, offset by decreases in depreciation, development expense, licenses and permits, maintenance and repairs, professional services, travel expenses, and utility expenses.
Net Income. Net income for the six month period ended June 30, 2018 was $879,721, compared to net income of $849,692 for the six month period ended June 30, 2017. See "Revenue" above.
3 |
Liquidity and Capital Resources
We had cash and cash equivalents of $458,741 at June 30, 2018 and $129,303 at December 31, 2017.
During the six month period ended June 30, 2018, we had net cash provided by operating activities of $283,015. This was primarily due to net income of $879,721, depreciation of $99,316, an increase in accounts receivable from a related party of $861,992, a decrease in prepaid expense of $17,458, a decrease in security deposit of $10,000, a decrease in accounts payable and accrued expenses of $57,429, and an increase in income tax payable of $196,000.
During the six month period ended June 30, 2017, we had net cash provided by operating activities of $740,670. This was primarily due to net income of $849,692, depreciation of $112,967, an increase in accounts receivable from a related party of $148,762, an increase in prepaid expense of $3,843, and a decrease in accounts payable and accrued expenses of $69,384.
Net cash used by investing activities was $263,145 for the six month period ended June 30, 2018 compared to net cash used in investing activities of $142,458 for the six month period ended June 30, 2017. Net cash used in investing activities related to purchases of fixed assets.
Net cash provided by financing activities was $309,568 for the six month period ended June 30, 2018 compared to net cash used by financing activities of $321,340 for the six month period ended June 30, 2017. The increase in net cash provided by financing activities was primarily due to a capital contribution.
We will have additional capital requirements during 2018 and 2019. We do not expect to be able to satisfy our anticipated cash requirements through sales activity, and therefore we will attempt to raise additional capital through the sale of our common stock pursuant to our offering circular which has been qualified by the Securities and Exchange Commission.
We cannot assure that we will have sufficient capital to finance our growth and business operations or that such capital will be available on terms that are favorable to us or at all.
Off-Balance Sheet Arrangements
The Company has no off balance sheet arrangements.
Item 2. Other Information
None.
4 |
Item 3. Financial Statements
Consolidated Financial Statements of YILOLIFE INC AND CONSOLIDATED ENTITIES June 30, 2018 and 2017 |
5 |
YILOLIFE INC
CONSOLIDATED FINANCIAL STATEMENTS WITH SUPPLEMENTAL INFORMATION
June 30, 2018 and 2017
| PAGE |
| |
| 7 |
| |
|
|
|
|
Consolidated financial statements: |
|
|
|
| 8 |
| |
| 9 |
| |
| 10 |
| |
| 11 |
| |
|
|
|
|
Supplemental information: |
|
|
|
| 16 |
|
6 |
ACCOUNTANTS’ COMPILATION REPORT
To the Stockholders’ of
YiLoLife Inc.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the accompanying consolidated financial statements of YiloLife Inc. and consolidated entities which comprise the balance sheet as of June 30, 2018 and December 31 2017, and the related statements of income and stockholders’ equity and cash flows for the six months ended June 30, 2018 and 2017, and the related notes to the financial statements in accordance with GAAP basis of accounting, and for determining that the GAAP basis of accounting is an acceptable financial reporting framework. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the financial statements nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, a conclusion, nor provide any form of assurance on these financial statements.
Phoenix, Arizona
August 29, 2018
METZ & ASSOCIATES, PLLC | CERTIFIED PUBLIC ACCOUNTANTS
7 |
Table of Contents |
CONSOLIDATED BALANCE SHEETS
As of June 30, 2018 and December 31, 2017
|
| 2018 |
|
| 2017 |
| ||
ASSETS |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
CURRENT ASSETS |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ | 458,741 |
|
| $ | 129,303 |
|
Due from related party |
|
| 7,986,093 |
|
|
| 7,124,101 |
|
Prepaid insurance |
|
| 18,194 |
|
|
| 35,652 |
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT ASSETS |
|
| 8,463,028 |
|
|
| 7,289,056 |
|
|
|
|
|
|
|
|
|
|
PROPERTY AND EQUIPMENT |
|
| 2,193,199 |
|
|
| 1,930,054 |
|
Less: Accumulated depreciation and amortization |
|
| (754,192 | ) |
|
| (654,876 | ) |
|
|
|
|
|
|
|
|
|
NET PROPERTY AND EQUIPMENT |
|
| 1,439,007 |
|
|
| 1,275,178 |
|
SECURITY DEPOSIT RECEIVABLE |
|
| 549 |
|
|
| 10,549 |
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
| $ | 9,902,584 |
|
| $ | 8,574,783 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
| $ | 334,932 |
|
| $ | 392,361 |
|
Current portion of notes payable |
|
| 16,937 |
|
|
| 15,634 |
|
Refundable security deposit |
|
| 5,941 |
|
|
| 6,000 |
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES |
|
| 357,810 |
|
|
| 413,995 |
|
|
|
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Income tax payable |
|
| 288,400 |
|
|
| 92,400 |
|
Deferred tax liability |
|
| 200,000 |
|
|
| 200,000 |
|
Auto loans, net of current portion |
|
| - |
|
|
| 9,120 |
|
TOTAL NON-CURRENT LIABILITIES |
|
| 488,400 |
|
|
| 301,520 |
|
TOTAL LIABILITIES |
|
| 846,210 |
|
|
| 715,515 |
|
STOCKHOLDERS’ EQUITY |
|
| 9,056,374 |
|
|
| 7,859,268 |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
| $ | 9,902,584 |
|
| $ | 8,574,783 |
|
The accompanying notes are an integral part of these financial statements.
8 |
Table of Contents |
CONSOLIDATED STATEMENTS OF INCOME & STOCKHOLDERS’ EQUITY
Six Months Ended June 30, 2018 and 2017
|
| 2018 |
|
| 2017 |
| ||
|
|
|
|
|
|
| ||
Revenue |
| $ | 3,421,579 |
|
| $ | 2,820,261 |
|
Selling, general, and administrative expenses |
|
| 2,240,858 |
|
|
| 1,848,951 |
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE PROVISION FOR INCOME TAXES |
|
| 1,180,721 |
|
|
| 971,310 |
|
|
|
|
|
|
|
|
|
|
Provision for income taxes: |
|
|
|
|
|
|
|
|
Federal |
|
| 258,152 |
|
|
| 92,662 |
|
State |
|
| 42,848 |
|
|
| 28,956 |
|
TOTAL PROVISION FOR INCOME TAXES |
|
| 301,000 |
|
|
| 121,618 |
|
NET INCOME |
|
| 879,721 |
|
|
| 849,692 |
|
Stockholders’ equity at beginning of the period |
|
| 7,859,268 |
|
|
| 7,299,888 |
|
Add: contributions |
|
| 317,385 |
|
|
| - |
|
Less: distributions |
|
| - |
|
|
| (311,000 | ) |
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY AT END OF YEAR |
| $ | 9,056,374 |
|
| $ | 7,838,580 |
|
The accompanying notes are an integral part of these financial statements.
9 |
Table of Contents |
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2018 and 2017
|
| 2018 |
|
| 2017 |
| ||
|
|
|
|
|
|
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
| ||
Net income |
| $ | 879,721 |
|
| $ | 849,692 |
|
Adjustments to reconcile net income to net |
|
|
|
|
|
|
|
|
cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 99,316 |
|
|
| 112,967 |
|
(Increase) decrease in: |
|
|
|
|
|
|
|
|
Due from related party |
|
| (861,992 | ) |
|
| (148,762 | ) |
Prepaid expense |
|
| 17,458 |
|
|
| (3,843 | ) |
Security deposit |
|
| 10,000 |
|
|
| - |
|
Increase (decrease) in: |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
| (57,429 | ) |
|
| (69,384 | ) |
Income tax payable |
|
| 196,000 |
|
|
| - |
|
Security deposit payable |
|
| (59 | ) |
|
| - |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
| 283,015 |
|
|
| 740,670 |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS USED BY INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
| (263,145 | ) |
|
| (142,458 | ) |
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
| (263,145 | ) |
|
| (142,458 | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Capital contribution |
|
| 317,385 |
|
|
| - |
|
Repayment of notes payable |
|
| (7,817 | ) |
|
| (10,340 | ) |
Dividends paid to shareholders |
|
| - |
|
|
| (311,000 | ) |
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
| 309,568 |
|
|
| (321,340 | ) |
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH |
|
| 329,438 |
|
|
| 276,872 |
|
|
|
|
|
|
|
|
|
|
CASH AT BEGINNING OF YEAR |
|
| 129,303 |
|
|
| 300,616 |
|
|
|
|
|
|
|
|
|
|
CASH AT END OF YEAR |
| $ | 458,741 |
|
| $ | 577,488 |
|
The accompanying notes are an integral part of these financial statements.
10 |
Table of Contents |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018 and 2017
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of YiLoLife Inc (“Company”) is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles (GAAP) and have been consistently applied in the preparation of the consolidated financial statements.
Nature of Operations – The Company was incorporated on May 11, 2015 in the state of Delaware. The Company is engaged primarily in the management and consulting business as well as other businesses that are generally tied to the consulting business. The Company operates primarily in the state of Arizona.
Principles of Consolidation – The accompanying consolidated financial statements include the accounts of Yilolife Inc. and the wholly owned subsidiaries, JJ Empire LLC, Food 2828 LLC, Green Outlet Life LLC and the development stage companies, YiLo Life LLC, YiLo CBD LLC, Commercial Business Development LLC and Commercial Business Development Arizona, LLC as of June 30, 2018 and December 31, 2017 (collectively, the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). All significant intercompany transactions and balances have been eliminated in the consolidation.
Use of Estimates – The preparation of consolidated financial statements in conformity with 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.
Method of Accounting – The Company presents its consolidated financial statements on the accrual basis of accounting in compliance with GAAP. Revenues are recognized when services are rendered and expenses realized when the obligation is incurred.
Cash and Cash Equivalents – For purposes of reporting cash flows, the Company considers all cash accounts which are subject to withdrawal restrictions or penalties, and highly liquid debt instruments purchased with a maturity of three months or less to be cash or cash equivalents.
Accounts Receivable – The Company estimates an allowance for doubtful accounts based on the creditworthiness of its customers as well as general economic conditions. Consequently, an adverse change in those factors could affect the Company’s estimate of its bad debt.
Property and Equipment – Property, equipment, and leasehold improvements are stated at cost, less accumulated depreciation and amortization. Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives using the straight-line method. Leasehold improvements are amortized over the lessor of the life of the lease or service lives of the improvements using the straight-line method. Renovations and improvements that add utility or significantly extend the useful life of assets are capitalized. Repair and maintenance costs are expensed as incurred.
Long-Lived Assets – GAAP requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value. This standard did not have a material effect on the Company’s results of operations, cash flows or financial position.
Compensated Absences – The Company allows full-time employees to receive compensation for vacation and sick leave. Compensated absences for vacation and sick pay have not been accrued since they cannot be carried forward from year to year, but are expensed as incurred.
11 |
Table of Contents |
YILOLIFE INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018 and 2017
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue Recognition – The Company provides consulting and management services. Revenue, which includes consulting, management services, and rent, is recognized when earned.
Advertising Expenses – Advertising and marketing costs are expensed as incurred. Advertising expense for the six months ended June 30, 2018 and 2017 was $21,530 and 27,732.
Income Taxes –The consolidated income of the parent company, YiLo Life Inc and wholly owned subsidiaries are taxed as a C Corporation under the Internal Revenue Code and applicable state statues. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between GAAP and tax net asset values of property and equipment. The deferred tax assets and liabilities represent future tax consequences of those differences, which will be realized when the assets and liabilities are recovered or settled.
NOTE B – PROPERTY AND EQUIPMENT
Property and equipment consists of the following at June 30, 2018 and December 31, 2017:
|
| 2018 |
|
| 2017 |
|
| Estimated Useful Life | |||
|
|
|
|
|
|
|
|
| |||
Automobiles |
| $ | 163,905 |
|
| $ | 163,905 |
|
| 5 years | |
Buildings |
|
| 366,217 |
|
|
| 366,217 |
|
| 39 years | |
Equipment |
|
| 325,111 |
|
|
| 294,626 |
|
| 5-7 years | |
Furniture & fixtures |
|
| 218,500 |
|
|
| 212,220 |
|
| 5-7 years | |
Land |
|
| 42,365 |
|
|
| 42,365 |
|
|
| |
Leasehold improvements |
|
| 825,643 |
|
|
| 599,264 |
|
| 15 years | |
Software |
|
| 251,458 |
|
|
| 251,457 |
|
| 3 years | |
|
|
|
|
|
|
|
|
|
|
| |
|
|
| 2,193,199 |
|
|
| 1,930,054 |
|
|
| |
Accumulated depreciation |
|
| (754,192 | ) |
|
| (654,876 | ) |
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
| $ | 1,439,007 |
|
| $ | 1,275,178 |
|
|
|
For the six months ended June 30, 2018 and 2017 depreciation charged to income was $99,316 and $112,967, respectively.
NOTE C – OPERATING LEASES
Office Facility – The Company currently rents office facilities on a month to month basis. The average rent is $10,000 per month.
Total rent payments, including those for month to month rentals, amounted to $176,929 and $152,200 for the six months ended June 30, 2018 and 2017.
NOTE D – RELATED PARTY TRANSACTIONS
The Company enters into transactions in the normal course of business with Natural Relief Clinic, Inc. (An Arizona Nonprofit Corporation) whose directors share common ownership YiLo Life, Inc the parent company of both wholly owned subsidiaries Food 2828 LLC and JJ Empire. Food 2828 LLC provides packaging, supplies and contract labor and JJ Empire LLC provides consulting services and leases real-estate and other assets to Natural Relief Clinic, Inc. During the six months ended June 30, 2018 and 2017, Company revenues for management services provided to Natural Relief Clinic, Inc. totaled $3,421,579 and $2,820,261 respectively. As of June 30, 2018 and December 31, 2017, the Company has receivables from Natural Relief Clinic of $7,986,093 and $7,124,101.
12 |
Table of Contents |
YILOLIFE INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018 and 2017
NOTE E – REVENUE BY SUBSIDIARY
Revenue by consolidated subsidiaries were as follows for the six months ended June 30, 2018 and 2017:
|
| 2018 |
|
| 2017 |
| ||
|
|
|
|
|
|
| ||
Food 2828 LLC |
| $ | 1,026,746 |
|
| $ | 712,428 |
|
YiLo Life Inc. |
|
| 149,980 |
|
|
| 150,025 |
|
Green Outlet |
|
| 167,904 |
|
|
| 54,255 |
|
JJ Empire LLC |
|
| 2,076,949 |
|
|
| 1,903,553 |
|
|
|
|
|
|
|
|
|
|
Total |
| $ | 3,421,579 |
|
| $ | 2,820,261 |
|
NOTE F – INCOME TAX STATUS
In accordance with Financial Accounting Standard Boards ASC Topic 740 Income Taxes the Company recognizes current and deferred income tax balances determined based on the tax rates and laws enacted at the balance sheet date.
Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to depreciable assets (using accelerated depreciation methods for income tax purposes) and to the allowance for doubtful accounts (deductible for financial statement purposes but not for income tax purposes).
The Company’s provision for income taxes differs from applying the statutory U.S. federal income tax rate to income before income taxes. The primary differences result from providing for state income taxes and from deducting certain expenses for financial statement purposes but not for federal income tax purposes.
The provision for income taxes as of June 30, 2018 and 2017 from continuing operations consists of the following components:
Current tax expense: |
| 2018 |
|
| 2017 |
| ||
Federal |
| $ | 258,152 |
|
| $ | 92,662 |
|
State |
|
| 42,848 |
|
|
| 28,956 |
|
|
| $ | 301,000 |
|
| $ | 121,618 |
|
The Company follows GAAP related to uncertainty in income taxes, which require that tax positions initially need to be recognized in the financial statements when it is more likely-than-not that the positions will not be sustained upon examination by the tax authorities. As of June 30, 2018 and December 31, 2017, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.
13 |
Table of Contents |
YILOLIFE INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2018 and 2017
NOTE G – CONCENTRATION OF RISK
The Company has risk with respect to revenue, because the Company’s main source of income arises from consulting and management services to the medical marijuana industry. For the six months ended June 30, 2018 and 2017 all of the Company’s revenue is derived from a single client who is also a related party.
NOTE H – LONG-TERM DEBT
The Company has long term debt payable to a financial institution.
|
| 2018 |
|
| 2017 |
| ||
Notes payable, payable at $2,145 per month, including interest at 1.00% per annum, secured by an automobile and maturing June, 2019. |
| $ | 16,937 |
|
| $ | 32,572 |
|
Less current maturities |
|
| (16,937 | ) |
|
| (17,858 | ) |
|
|
|
|
|
|
|
|
|
|
| $ | - |
|
| $ | 14,714 |
|
Aggregate principal payments for the next five years subsequent to June 30, 2019 are as follows:
2019 |
| $ | 16,937 |
|
|
|
|
|
|
|
| $ | 16,937 |
|
NOTE I – SUBSEQUENT EVENTS
The Company evaluates events occurring subsequent to the date of the financial statements in determining the accounting for and disclosure of transactions and events that affect the consolidated financial statements. Management has determined that there were no events that occurred that require additional disclosure. Subsequent events have been evaluated through August, 28, 2019, which is the date the consolidated financial statements were available to be issued.
14 |
Table of Contents |
SUPPLEMENTAL INFORMATION
15 |
Table of Contents |
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
Six Month Period Ended June 30, 2018 and 2017
|
| 2018 |
|
| 2017 |
| ||
|
|
|
|
|
|
| ||
Advertising |
| $ | 21,530 |
|
| $ | 27,732 |
|
Auto expenses |
|
| 7,712 |
|
|
| 6,654 |
|
Bank service charge |
|
| - |
|
|
| 6,577 |
|
Computer expense |
|
| 5,549 |
|
|
| 3,738 |
|
Depreciation |
|
| 99,316 |
|
|
| 112,967 |
|
Development expenses |
|
| - |
|
|
| 71,000 |
|
Equipment rental expenses |
|
| 2,500 |
|
|
| - |
|
Insurance |
|
| 44,576 |
|
|
| 23,336 |
|
Labels and packaging expenses |
|
| 66,053 |
|
|
| 29,216 |
|
Legal fees |
|
| 4,204 |
|
|
| 5,145 |
|
Licenses and permits |
|
| - |
|
|
| 35,309 |
|
Maintenance and repairs |
|
| - |
|
|
| 31,269 |
|
Meals and entertainment |
|
| 13,312 |
|
|
| 2,014 |
|
Miscellaneous |
|
| 100,504 |
|
|
| 5,455 |
|
Postage and delivery fees |
|
| 1,093 |
|
|
| 1,707 |
|
Professional services |
|
| 51,278 |
|
|
| 105,344 |
|
Rent |
|
| 176,929 |
|
|
| 152,200 |
|
Repair and maintenance |
|
| 94,717 |
|
|
| - |
|
Research and development |
|
| - |
|
|
| 2,316 |
|
Salaries and wages |
|
| 933,618 |
|
|
| 915,918 |
|
Security expenses |
|
| 47,218 |
|
|
| 5,616 |
|
Supplies |
|
| 457,568 |
|
|
| 153,210 |
|
Taxes – payroll |
|
| 52,538 |
|
|
| 53,515 |
|
Travel expenses |
|
| 56,523 |
|
|
| 84,546 |
|
Utility expenses |
|
| 4,120 |
|
|
| 14,167 |
|
|
|
|
|
|
|
|
|
|
|
| $ | 2,240,858 |
|
| $ | 1,848,951 |
|
The accompanying independent auditors’ report and notes are an integral part of this schedule.
16 |
Item 4. Exhibits
Exhibit Number |
| Description |
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
|
17 |
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
YiLoLife Inc. | ||
| ||
/s/ Carsten Loelke | September 28, 2018 | |
Carsten Loelke | ||
Chief Executive Officer |
Pursuant to the requirements of Regulation A, this report has been signed by the following persons on behalf of the issuer and in the capacities and on the dates indicated.
/s/ Carsten Loelke | September 28, 2018 | |
Carsten Loelke | ||
Chief Executive Officer (Principal Executive Officer ) | ||
/s/ Terence P. Mullane | September 28, 2018 | |
Terence P. Mullane Chief Financial Officer (Principal Accounting and Financial Officer) |
18 |
EXHIBIT 11.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Form 1-SA of our compilation report dated August 29, 2018 on the financial statements of YiLoLife Inc. as of and for June 30, 2018 and December 31, 2017 and the six months ended June 30, 2018 and 2017.
Phoenix Arizona
September 27, 2018
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