Smack Sportswear
|
Nevada
|
000-53049
|
26-1665960
|
||
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
||
|
|
|
||
|
13636 Ventura Blvd #475
Sherman Oaks, CA 91423
|
|
||
(Address of Principal Executive Offices)
|
Registrant's telephone number, including area code:
|
(213) 296-3005
|
|
|
6025 Macadam Ct.
Agoura Hills, CA 91301
|
|
(Former Name or Former Address, if Changed Since Last Report)
|
3
|
||
4
|
||
5
|
||
5
|
||
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5
|
|
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8
|
|
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11
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12
|
|
|
19
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|
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22
|
|
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25
|
|
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28
|
|
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28
|
|
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29
|
|
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30
|
|
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31
|
|
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33
|
|
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33
|
|
34
|
||
Item 3.03. Material Modification to Rights of Security Holders | 34 | |
34
|
||
34
|
||
34
|
||
35
|
· | the plans and objectives of management for future operations; |
· | a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items; |
· | our ability to fund operations and business plans; |
· | overall industry and market trends; |
· | current and future economic and political conditions; |
· | our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"); |
· | our ability to remain current with our SEC reporting obligations; and |
· | other assumptions described in this Report underlying or relating to any forward-looking statements. |
Item 1.01
|
|
Item 2.01
|
|
Item 3.02
|
|
Item 3.03
|
|
Item 5.01
|
|
Item 5.02
|
|
Item 5.03
|
|
Item 9.01
|
· | Amendment of any Articles of Incorporation, certificate of designation or by-laws or other constitutional documents of the Company that adversely affect the Series A Convertible Preferred Stock; |
· | Issuance of any securities and reclassification of any outstanding securities of the Company; |
· | Any merger or consolidation of the Company with one or more other corporations in which the shareholders of the Company immediately after such merger or consolidation hold stock representing less than a majority of the voting power of the outstanding stock of the surviving company; |
· | The liquidation or dissolution of the Company and any termination or material modification of the Company’s subsidiaries; |
· | Acquisitions, divestments or disposals where the aggregate consideration, in one transaction or a series of related transactions, exceeds $1,000,000; |
· | Any material change to the nature of the business and strategic direction of the Company; |
· | Incurrence of any capital expenditures for any project which exceeds $1,000,000; |
· | Incurrence of any new indebtedness which exceeds $1,000,000; |
· | Entering any new related-party transactions or a series of related-party transactions within any 12-month period, contracts and arrangements which exceed $1,000,000 in consideration; and |
· | Any payments outside the ordinary course of business and any payment of dividends. |
· | 1,000,000 shares of our Series A Convertible Preferred Stock were issued to the Almost Never Shareholders on a pro rata basis in exchange for all 100,000,000 shares of issued and outstanding common stock of Almost Never; |
· | each Almost Never Shareholder received 500,000 shares of our Series a Convertible Preferred Stock, and each share of Series a Convertible Preferred Stock of the Company is convertible, at the option of the holder, into 100 shares of our Common Stock; and |
· | the 27,621,237 shares of our Common Stock issued and outstanding immediately prior to the Share Exchange, now only reflect approximately 20% of the voting rights our outstanding Common Stock as a result of the Share Exchange. |
· | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
· | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
· | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
· | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
|
October 31, 2015
|
|||
Current Assets
|
$
|
8,910
|
||
Current Liabilities
|
-
|
|||
Working Capital
|
$
|
8,910
|
|
July 8, 2015
through October 31, 2015
|
|||
Net cash provided by operating activities
|
$
|
(1,090
|
)
|
|
Net cash used in investing activities
|
-
|
|||
Net cash provided by financing activities
|
10,000
|
|||
Net increase in cash
|
$
|
8,910
|
Name and Address of Beneficial Owner
|
|
Title of Class
|
|
Amount and Nature of Beneficial Owner
|
|
Percent of Class
(1)
|
|
|
5% Stockholders
|
||||||||
Danny Chan
|
Common Stock
|
1,706,084
|
6.2
|
%
|
||||
Fox Chase
PO Box 233, Redondo Beach, CA 90277
|
Common Stock
|
1,666,667
|
6.0
|
%
|
||||
Named Executive Officers and Directors
|
||||||||
William Sigler
(2)
, Former Director and Officer
1765 Oak Street, Torrance, CA 90501
|
|
Common Stock
|
|
3,418,999
|
|
|
12.4
|
%
|
Christopher Jenks, Former Officer
1211 8th St. Manhattan Beach, CA 90266
|
|
Common Stock
|
|
1,458,334
|
|
|
5.3
|
%
|
Doug Samuelson, Interim Chief Executive Officer and
Chief Financial Officer, and Director
6025 Macadam Ct., Agoura Hills, CA
|
|
Common Stock
|
|
2,558,334
|
|
9.3
|
%
|
|
All directors and officers as a group (1 person)
|
|
Common Stock
|
|
2,558,334
|
|
9.3
|
%
|
Name and Address of Beneficial Owner
|
|
Title of Class
|
|
Amount and Nature of Beneficial Owner
|
|
Percent of Class
(1)
|
|
|
5% Stockholder
|
||||||||
Fox Chase
PO Box 233, Redondo Beach, CA 90277
|
Common Stock
|
1,666,667
|
6.0
|
%
|
||||
Named Executive Officers and Directors
|
||||||||
Danny Chan, Chief Executive Officer,
Chief Financial Officer and Director
|
Common Stock
|
51,706,084
(2)
|
66.6
|
%
(2)
|
||||
Derek Williams, Chief Operating Officer
|
Common Stock
|
50,000,000
(3)
|
64.4
|
%
(3)
|
||||
Doug Samuelson, Director and Former Officer
6025 Macadam Ct., Agoura Hills, CA
|
|
Common Stock
|
|
2,558,334
|
|
9.3
|
%
|
|
William Sigler
(4)
, Former Officer
1765 Oak Street, Torrance, CA 90501
|
Common Stock
|
3,418,999
|
12.4
|
%
|
||||
Christopher Jenks, Former Officer
1211 8th St. Manhattan Beach, CA 90266
|
Common Stock
|
1,458,334
|
5.3
|
%
|
||||
All directors and officers as a group (3 persons)
|
|
Common Stock
|
|
104,264,418
|
|
81.7
|
%
|
Name and Address of Beneficial Owner
|
|
Title of Class
|
|
Amount and Nature of Beneficial Owner
|
|
Percent of Class
(1)
|
|
|
Named Executive Officers and Directors
|
||||||||
Danny Chan
(1)
, Chief Executive Officer,
Chief Financial Officer and Director
|
Series A Convertible Preferred Stock
|
500,000
|
50.0
|
%
|
||||
Derek Williams
(2)
, Chief Operating Officer
|
Series A Convertible Preferred Stock
|
500,000
|
50.0
|
%
|
||||
All directors and officers as a group (2 persons)
|
|
Series A Convertible Preferred Stock
|
|
1,000,000
|
|
100.0
|
%
|
Name
|
|
Age
|
|
Position
|
|
Date Named to Board of Directors/as Executive Officer
|
Danny Chan
|
|
38
|
|
Chief Executive Officer, Chief Financial Officer and Director
|
|
January 15, 2016
|
Derek Williams
|
|
34
|
|
Chief Operating Officer
|
|
January 15, 2016
|
Doug Samuelson
|
56
|
Director
|
July 15, 2015
|
· | Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
· | Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
· | Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; |
· | Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
· | Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or |
· | Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Name and Principal Position |
|
Year |
|
Salary ($) |
|
|
Bonus ($) |
|
|
Stock Awards ($) |
|
|
Option Awards ($) |
|
|
Non-Equity
Incentive Plan Compensation ($) |
|
|
Nonqualified
Deferred Compensation Earnings ($) |
|
|
All
Other Compensa-tion ($) |
|
|
Total
($) |
|
||||||||
William Sigler,
|
|
2015
|
|
|
32,900
|
|
|
|
-
|
|
|
-
|
|
|
-
|
-
|
-
|
-
|
|
|
|
32,900
|
|
|||||||||||
Director and former CEO
(1)
|
|
2014
|
|
|
100,000
|
|
|
|
-
|
|
|
-
|
|
|
-
|
-
|
-
|
-
|
|
|
|
100,000
|
|
|||||||||||
Doug Samuelson,
|
|
2015
|
|
|
64,500
|
|
|
|
-
|
|
|
37,500
|
|
|
|
-
|
-
|
-
|
-
|
|
|
|
102,000
|
|
||||||||||
Interim CEO and CFO
(2)
|
|
2014
|
|
|
23,500
|
|
|
|
-
|
|
|
10,500
|
|
|
|
-
|
-
|
-
|
-
|
|
|
|
34,000
|
|
||||||||||
Christopher Jenks
(3)
|
|
2015
|
|
|
-
|
|
|
|
25,000
|
|
|
|
9,731
|
|
|
|
-
|
-
|
-
|
-
|
|
|
|
34,731
|
|
|||||||||
|
|
2014
|
|
|
-
|
|
|
|
-
|
-
|
|
|
|
-
|
-
|
-
|
-
|
|
|
|
-
|
|
||||||||||||
Tom Mercer,
|
|
2015
|
|
|
52,500
|
|
|
|
-
|
-
|
|
|
|
-
|
-
|
-
|
-
|
|
|
|
52,500
|
|
||||||||||||
President and Director
(4)
|
|
2014
|
|
|
37,500
|
|
|
|
-
|
|
|
|
20,000
|
|
|
|
-
|
-
|
-
|
-
|
|
|
|
57,500
|
|
|||||||||
Charles A. Lesser,
|
|
2015
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
-
|
-
|
-
|
|
|
|
-
|
||||||||||
former CFO
(5)
|
|
2014
|
|
|
40,000
|
|
|
|
-
|
|
|
|
80,000
|
|
|
|
-
|
-
|
-
|
-
|
|
|
|
120,000
|
|
|||||||||
Ray Valdez,
|
|
2015
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
-
|
-
|
-
|
|
|
|
-
|
||||||||||
former CIO
(6)
|
|
2014
|
|
|
-
|
|
|
|
-
|
|
|
|
40,000
|
|
|
|
-
|
-
|
-
|
-
|
|
|
|
40,000
|
|
|
(1)
|
William Sigler was appointed as our Chief Executive Officer and a director in April 2012. During FY 2015 and FY 2014, Mr. Sigler accrued a salary of $32,000 and $100,000, respectively. Mr. Sigler resigned as our Chief Executive Officer on September 22, 2014. Mr. Sigler resigned as our Corporate Secretary on November 12, 2014. Mr. Sigler resigned as a director of the Company on July 27, 2015.
|
|
|
(2)
|
Doug Samuelson was appointed as our Interim Chief Executive Officer on February 16, 2015 and Chief Financial Officer on
April 1, 2014
. Mr. Samuelson was appointed Chairman of the Board on June 5, 2015. During FY 2015 and FY 2014, Mr. Samuelson accrued a salary of $64,500 and $23,500, respectively. Mr. Samuelson also earned stock awards of $37,500 and $10,500 during FY 2015 and FY 2014, respectively. Effective upon the closing date of the Share Exchange transaction on January 15, 2016, Mr. Samuelson resigned as our Interim Chief Executive Officer and Chief Financial Officer.
|
|
|
(3)
|
Christopher Jenks was appointed Chairman of the Board on October 15, 2014, and our interim Chief Executive Officer on November 12, 2014. Mr. Jenks resigned as our interim Chief Executive Officer and President on February 13, 2015. Mr. Jenks resigned as a Chairman of our Board on June 5, 2015.
|
|
(4) | Tom Mercer was appointed President and Director in February 2014. During FY 2015 and FY 2014, Mr. Mercer accrued a salary of $52,500 and $37,500, respectively. Mr. Mercer also earned stock awards of $20,000 during FY 2014. Mr. Mercer resigned as our President and a director on January 9, 2015. | ||
(5) | Charles A. Lesser was appointed as our CFO in December 2012. During FY 2014, Mr. Lesser accrued a salary of $40,000 and earned stock awards of $80,000. | ||
|
(6)
|
Ramon Valdez was CFO and subsequently Chief Information Officer for the Company. Mr. Valdez resigned his position during FY 2014. Mr. Valdez received stock awards of $40,000 in FY 2014.
|
Quarter Ended
|
High
|
Low
|
||||||
December 31, 2015
|
$
|
0.07
|
$
|
0.03
|
||||
September 30, 2015
|
$
|
0.02
|
$
|
0.02
|
||||
June 30, 2015
|
$
|
0.03
|
$
|
0.03
|
||||
March 31, 2015
|
$
|
0.07
|
$
|
0.07
|
||||
December 31, 2014
|
$
|
0.23
|
$
|
0.19
|
||||
September 30, 2014
|
$
|
0.11
|
$
|
0.11
|
||||
June 30, 2014
|
$
|
0.10
|
$
|
0.08
|
||||
March 31, 2014
|
$
|
0.19
|
$
|
0.18
|
||||
December 31, 2013
|
$
|
0.03
|
$
|
0.03
|
||||
September 30, 2013
|
$
|
0.09
|
$
|
0.09
|
· | Restricting dividends on the Common Stock; |
· | Diluting the voting power of the Common Stock; |
· | Impairing the liquidation rights of the Common Stock; or |
· | Delaying or preventing a change in control of the Company without further action by the stockholders. |
· | Amendment of any Articles of Incorporation, certificate of designation or by-laws or other constitutional documents of the Company that adversely affect the Series A Convertible Preferred Stock; |
· | Issuance of any securities and reclassification of any outstanding securities of the Company; |
· | Any merger or consolidation of the Company with one or more other corporations in which the shareholders of the Company immediately after such merger or consolidation hold stock representing less than a majority of the voting power of the outstanding stock of the surviving company; |
· | The liquidation or dissolution of the Company and any termination or material modification of the Company’s subsidiaries; |
· | Acquisitions, divestments or disposals where the aggregate consideration, in one transaction or a series of related transactions, exceeds $1,000,000; |
· | Any material change to the nature of the business and strategic direction of the Company; |
· | Incurrence of any capital expenditures for any project which exceeds $1,000,000; |
· | Incurrence of any new indebtedness which exceeds $1,000,000; |
· | Entering any new related-party transactions or a series of related-party transactions within any 12-month period, contracts and arrangements which exceed $1,000,000 in consideration; and |
· | Any payments outside the ordinary course of business and any payment of dividends. |
Page
|
|
36
|
|
37
|
|
38
|
|
39
|
|
40
|
|
41-48
|
October 31,
|
||||
2015
|
||||
Assets
|
||||
Current Assets
|
||||
Cash and cash equivalents
|
8,910
|
|||
Total Current Assets
|
8,910
|
|||
Total Assets
|
$
|
8,910
|
||
Liabilities and Stockholders’ Equity
|
||||
Total Liabilities
|
$
|
-
|
||
Commitments and Contingencies (Note F)
|
||||
Stockholders' Equity
|
||||
Common stock, 100,000,000 shares issued and outstanding at October 31, 2015
|
10,000
|
|||
Accumulated deficit
|
(1,090
|
)
|
||
Total Stockholders' Equity
|
8,910
|
|||
Total Liabilities and Stockholders’ Equity
|
$
|
8,910
|
July 8, 2015 to
|
||||
October 31, 2015
|
||||
Revenues
|
$
|
-
|
||
Operating Expenses
|
||||
General and administrative
|
1,090
|
|||
Total Operating Expenses
|
1,090
|
|||
Loss from Operations
|
(1,090
|
)
|
||
Net Loss
|
$
|
(1,090
|
)
|
|
Net Loss Per Share: Basic and Diluted
|
$
|
(0.00
|
)
|
|
Weighted Average Number of Shares Outstanding: | ||||
Basic and Diluted
|
100,000,000
|
Common Stock
|
Accumulated
|
|||||||||||||||
Shares
|
Amount
|
Deficit
|
Total
|
|||||||||||||
Balance, July 8, 2015
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||
Common stock issued for cash at $0.0001 per share
|
100,000,000
|
10,000
|
-
|
10,000
|
||||||||||||
Net loss for the period
|
-
|
-
|
(1,090
|
)
|
(1,090
|
)
|
||||||||||
Balance, October 31, 2015
|
100,000,000
|
$
|
10,000
|
$
|
(1,090
|
)
|
$
|
8,910
|
July 8, 2015 to
|
||||
October 31, 2015
|
||||
Cash Flows from Operating Activities
|
||||
Net loss
|
$
|
(1,090
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities
|
-
|
|||
Changes in operating assets and liabilities
|
-
|
|||
Net cash used in operating activities
|
(1,090
|
)
|
||
Cash Flows from Investing Activities
|
||||
Net cash used in investing activities
|
-
|
|||
Cash Flows from Financing Activities
|
||||
Proceed from issuance of common stock
|
10,000
|
|||
Net cash provided by Financing Activities
|
10,000
|
|||
Net cash increase for period
|
8,910
|
|||
Cash at beginning of period
|
-
|
|||
Cash at end of period
|
$
|
8,910
|
July 8, 2015 to
|
||||
October 31, 2015
|
||||
Net loss
|
$
|
(1,090
|
)
|
|
Weighted average common shares issued and outstanding (Basic and Diluted)
|
100,000,000
|
|||
Net loss per share, Basic and Diluted
|
$
|
(0.00
|
)
|
Level 1 | applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. |
Level 2 | applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
Level 3 | applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
i)
|
Persuasive evidence for an agreement exists;
|
ii)
|
Service has been provided;
|
iii)
|
The fee is fixed or determinable; and,
|
iv)
|
Collection is reasonably assured.
|
October 31, 2015
|
||||
Income tax expense at statutory rate
|
$
|
(224
|
)
|
|
Valuation allowance
|
224
|
|||
Income tax expense per books
|
$
|
-
|
October 31, 2015
|
||||
NOL carry forward
|
$
|
224
|
||
Valuation allowance
|
(224
|
)
|
||
Net deferred tax asset
|
$
|
-
|
Incorporated by Reference | ||||||
Exhibit No.
|
Description
|
Form
|
SEC File No.
|
Exhibit
|
Filing Date
|
Filed Herewith
|
2.1
|
X
|
|||||
3.1
|
Articles of Incorporation of the Company
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SB2
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333-148510
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3.1
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1/7/2008
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3.2
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Amendment to Articles of Incorporation of the Company
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8-K
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000-53049
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3.2
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4/13/2012
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3.3
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Bylaws of the Company
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SB2
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333-148510
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3.2
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1/7/2008
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4.1
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X
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23.1
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X
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99.1
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X
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SMACK SPORTSWEAR
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Dated: January 20, 2016
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By:
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/s/ Danny Chan
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Name: Danny Chan
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Title: Chief Executive Officer and Chief Financial Officer
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ARTICLE I EXCHANGE OF SECURITIES
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1
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1.1.
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Securities Exchange.
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1 |
1.2.
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Closing.
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2 |
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
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2
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2.1.
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Good Title.
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2 |
2.2.
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Power and Authority.
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2 |
2.3.
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No Conflicts.
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2 |
2.4.
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Litigation.
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2 |
2.5.
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No Finder’s Fee.
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3 |
2.6.
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Purchase Entirely for Own Account.
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3 |
2.7.
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Available Information.
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3 |
2.8.
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Non-Registration.
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3 |
2.9.
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Restricted Securities.
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3 |
2.10.
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Accredited Investor.
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3 |
2.11.
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Legends.
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4 |
2.12.
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Additional Legend.
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4 |
2.13.
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Disclosure.
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4 |
ARTICLE III REPRESENTATIONS AND WARRANTIES OF ANF
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4
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3.1.
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Organization, Standing and Power.
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4 |
3.2.
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Subsidiaries; Equity Interests.
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4 |
3.3.
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Capital Structure.
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4 |
3.4.
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Authority; Execution and Delivery; Enforceability.
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5 |
3.5.
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No Conflicts; Consents.
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5 |
3.6.
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Taxes.
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5 |
3.7.
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Litigation.
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5 |
3.8.
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Compliance with Applicable Laws.
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5 |
3.9.
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Brokers.
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5 |
3.10.
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Contracts.
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5 |
3.11.
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Title to Properties.
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6 |
3.12.
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Financial Statements; Liabilities.
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6 |
3.13.
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Absence of Certain Changes or Events.
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6 |
3.14.
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Information Supplied.
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6 |
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SMACK
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6
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4.1.
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Organization, Standing and Power.
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6 |
4.2.
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Subsidiaries; Equity Interests.
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7 |
4.3.
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Capital Structure.
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7 |
4.4.
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Authority; Execution and Delivery; Enforceability.
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7 |
4.5.
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No Conflicts; Consents.
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7 |
4.6.
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Taxes.
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8 |
4.7.
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Benefit Plans.
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8 |
4.8.
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Litigation.
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9 |
4.9.
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Compliance with Applicable Laws.
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9 |
4.10.
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Contracts.
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9 |
4.11.
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Title to Properties.
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9 |
4.12.
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Intellectual Property.
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9 |
4.13.
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Labor Matters.
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10 |
4.14.
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SEC Documents; Undisclosed Liabilities.
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10 |
4.15.
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Transactions With Affiliates and Employees.
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10 |
4.16.
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Application of Takeover Protections.
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10 |
4.17.
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Absence of Certain Changes or Events.
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10 |
4.18.
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Certain Registration Matters.
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11 |
4.19.
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Quotation and Maintenance Requirements.
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11 |
4.20.
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Disclosure.
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12 |
4.21.
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Information Supplied.
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12 |
4.22.
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No Undisclosed Events, Liabilities, Developments or Circumstances.
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12 |
4.23.
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No Additional Agreements.
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12 |
ARTICLE V CONDITIONS TO CLOSING
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12
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5.1.
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Conditions Precedent to Obligations of ANF and the Shareholders.
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12 |
5.2.
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Conditions Precedent to Obligations of Smack.
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13 |
ARTICLE VI COVENANTS; INDEMNIFICATION
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15
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6.1.
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Blue Sky Laws.
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15 |
6.2.
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Fees and Expenses.
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15 |
6.3.
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Cooperation.
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15 |
6.4.
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Indemnification.
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15 |
ARTICLE VII MISCELLANEOUS
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15
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7.1.
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Notices.
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15 |
7.2.
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Amendments; Waivers; No Additional Consideration.
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16 |
7.3.
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Replacement of Securities.
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16 |
7.4.
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Independent Nature of Shareholders’ Obligations and Rights.
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16 |
7.5.
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Limitation of Liability.
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16 |
7.6.
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Interpretation.
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16 |
7.7.
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Severability.
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17 |
7.8.
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Counterparts; Facsimile Execution.
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17 |
7.9.
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Entire Agreement; Third Party Beneficiaries.
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17 |
7.10.
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Governing Law.
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17 |
7.11.
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Assignment.
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17 |
7.12.
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Independent Counsel.
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17 |
Exhibit A
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Schedule of Securities Exchanged
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Exhibit B
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Definitions
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Exhibit C
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Certificate of Designation
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Name
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Title
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Danny Chan
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Director, Chief Executive Officer
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Derek Williams
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Director, Chief Operating Officer, with the appointment of Mr. Williams as a Director to be effective only ten (10) business days after the filing and mailing of an Information Statement on Schedule 14f-1.
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Shareholder
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ANF Shares
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Smack Shares
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Danny Chan
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50,000,000
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500,000
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Derek Williams
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50,000,000
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500,000
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Total:
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100,000,000
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1,000,000
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Smack
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Almost Never
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|||||||||||||||
Sportswear
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Films Inc.
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Proforma
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||||||||||||||
July 1, 2015
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July 8, 2015
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Adjustments
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Proforma
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|||||||||||||
to September 30, 2015
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to October 31, 2015
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(b)
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As Adjusted
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|||||||||||||
Sales
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$
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-
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$
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-
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$
|
-
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$
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-
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||||||||
Cost of goods sold
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-
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-
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-
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-
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||||||||||||
Gross profit
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-
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-
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-
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-
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||||||||||||
Operating Expenses
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||||||||||||||||
Selling, general and administrative expenses
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52,423
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1,090
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(52,423
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)
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1,090
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|||||||||||
Operating Loss
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(52,423
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)
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(1,090
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)
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52,423
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(1,090
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)
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|||||||||
Other Expenses
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||||||||||||||||
Interest expense
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8,365
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-
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(8,365
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)
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-
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|||||||||||
Loss from Continuing Operations
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(60,788
|
)
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(1,090
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)
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(52,423
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)
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(1,090
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)
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||||||||
Provision for Income Taxes
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-
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-
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-
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-
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Gain from Discontinued Operation, Net of Tax Benefits
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132,900
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-
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(132,900
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)
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-
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|||||||||||
Net Income (Loss)
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$
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72,112
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$
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(1,090
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)
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$
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(185,323
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)
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$
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(1,090
|
)
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|||||
Net Loss Per Share: Basic and Diluted
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$
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0.00
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$
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0.00
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$
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(0.00
|
)
|
|||||||||
Weighted Average Number of Shares Outstanding: Basic and Diluted
|
22,117,776
|
100,000,000
|
22,117,776
|
(a) | To exchange 1,000,000 Series A Convertible Preferred shares of the Company with 100,000,000 shares of common stock of Almost Never. |
(b) | To eliminate the investment in Almost Never and common stock of Almost Never and the accumulated loss of the Company incurred before the reverse acquisition. |
(c) | To seek our shareholders’ approval to amend our Articles of Incorporation to increase the number of authorized shares of Common Stock from 70,000,000 shares to 200,000,000 shares |