1-SA 1 yilolife_s1a.htm 1-SA yilolife_s1a.htm

 

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

 

TABLE OF CONTENTS

 

 

PAGE

 

Accountant’s compilation report

 

 7

 

 

 

 

 

Consolidated financial statements:

 

 

 

Consolidated balance sheets

 

 8

 

Consolidated statements of income and stockholders' equity

 

 9

 

Consolidated statements of cash flows

 

 10

 

Notes to consolidated financial statements

 

 11

 

 

 

 

 

Supplemental information:

 

 

 

Selling, general, and administrative expenses

 

 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

 

 
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Table of Contents

 

YILOLIFE INC

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

 

YILOLIFE INC

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.

 

 
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Table of Contents

 

YILOLIFE INC

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.

 

 
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Table of Contents

 

YILOLIFE INC

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.

 

 
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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.

 

 
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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.

 

 
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Table of Contents

 

 

 

SUPPLEMENTAL INFORMATION

 

 

 

 
15
 
Table of Contents

 

YILOLIFE INC

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

2.1

 

Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 2.1 to the Company’s Form 1-A filed on July 6, 2016)

2.2

 

Bylaws of the Company (Incorporated by reference to Exhibit 2.2 to the Company’s Form 1-A filed on July 6, 2016)

4.1

 

Form of Subscription Agreement (Incorporated by reference to Exhibit 4.1 to the Company’s Form 1-A/A filed on September 15, 2016)

6.1

 

Commercial Lease Agreement, dated January 1, 2014, between JJ Empire, LLC and Community Dental Services of AZ (Incorporated by reference to Exhibit 6.1 to the Company’s Form 1-A/A filed on September 15, 2016)

6.2

 

Commercial Lease Agreement, dated March 1, 2012, between JJ Empire, LLC and Natural Relief Clinic, Inc. (Incorporated by reference to Exhibit 6.2 to the Company’s Form 1-A/A filed on September 15, 2016)

6.3

 

Commercial Lease Agreement, dated July 1, 2012, between JJ Empire, LLC and Natural Relief Clinic, Inc. (Incorporated by reference to Exhibit 6.3 to the Company’s Form 1-A/A filed on September 15, 2016)

6.4

 

Commercial Lease Agreement, dated May 1, 2013, between JJ Empire, LLC and Food 2828, LLC. (Incorporated by reference to Exhibit 6.4 to the Company’s Form 1-A/A filed on September 15, 2016)

6.5

 

Commercial Lease Agreement, dated May 1, 2013, Food 2828, LLC and Natural Relief Clinic, Inc. (Incorporated by reference to Exhibit 6.5 to the Company’s Form 1-A/A filed on September 15, 2016)

6.6

 

YiLoLife, Inc. 2016 Equity Incentive Plan, dated January 1, 2016. (Incorporated by reference to Exhibit 6.6 to the Company’s Form 1-A/A filed on September 15, 2016)

6.7

 

Descriptions of Unwritten Agreements (Incorporated by reference to Exhibit 6.7 to the Company’s Form 1-A/A filed on September 15, 2016)

11.1

 

Consent of Metz & Associates PLLC

 
 
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