Accredited Solutions, Inc 10-Q for FY2022 Q2

Accredited Solutions, Inc. (ASII)

10-Q 2022-08-23 For: 2022-06-30

Added on April 06, 2026

About this 10-Q

Accredited Solutions, Inc filed this 10-Q on August 23, 2022, covering the quarter ended June 30, 2022 (FY2022 Q2).

Headline figures

Quarter ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $113.07K
Net income: $1.86M; compared with a net loss of $15 a year earlier
Diluted EPS: $0.01; compared with $0.00 a year earlier

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Nevada		000-54509		45-2578051
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not applicable.	Not applicable.	Not applicable.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

Condensed Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021		3

Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2022 and 2021 (Unaudited)		4

Condensed Consolidated Statement of Stockholders’ Deficit as of June 30, 2022 and 2021 (Unaudited)		5

Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2022 and 2021 (Unaudited)		6

Notes to Condensed Consolidated Financial Statements (Unaudited)		7

	June 30, 2022			December 31, 2021
ASSETS
Current assets
Cash	$	103,831		$	20,160
Accounts receivable		7,823			-
Inventory		1,966			2,012
Prepaid expenses		7,194			-
Total current assets		120,814			22,172

Other assets
Property, plant and equipment, net		108,833			-
Goodwill		302,215			-
Intellectual property		112,000			-
Total assets	$	643,862		$	22,172

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	69,788		$	-
Accrued liabilities		11,643			-
Interest payable		96,732			-
Interest payable to related parties		125,760			-
Notes payable		29,100			-
Convertible notes, net of discounts		687,041			-
Convertible notes to related parties, net of discounts		410,000			-
Derivative liabilities		2,183,497			-
Total current liabilities		3,613,561			-
Total liabilities		3,613,561			-

Stockholders' deficit
Preferred stock - Class A - 30,000,000 shares authorized, $0.001 par value, zero shares issued and outstanding		-			-
Common stock - 750,000,000 shares authorized, $0.001 par value, 104,994,164 and 102,500,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		104,994			102,500
Additional paid in capital		1,426,447			(80,288	)
Accumulated deficit		(4,501,140	)		(40	)
Total stockholders' deficit		(2,969,699	)		22,172
Total liabilities and stockholders' deficit	$	643,862		$	22,172

	For the Three Months Ended						For the Six Months Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Net sales	$	113,070		$	-		$	113,320		$	-
Cost of sales		82,088			-			82,134			-
Gross profit		30,982			-			31,186			-

Operating expenses
General and administrative expenses		78,141			15			81,161			30
Depreciation and amortization expense		3,854			-			3,854			-
Total operating expenses		81,995			15			85,015			30
Operating loss		(51,013	)		(15	)		(53,829	)		(30	)

Other income (expense)
Gain on derivative liabilities		2,788,386			-			2,788,386			-
Interest expense		(171,575	)		-			(171,575	)		-
Loan fees		(9,810	)		-			(9,810	)		-
Loss on extinguishment of debt		(700,919	)		-			(700,919	)		-
Total other income (expense)		1,906,082			-			1,906,082			-
Net income (loss)	$	1,855,069		$	(15	)	$	1,852,253		$	(30	)

Net loss per share - basic	$	0.01		$	(0.00	)	$	0.02		$	(0.00	)
Net loss per share - diluted	$	0.01		$	(0.00	)	$	0.01		$	(0.00	)

Weighted average number of common shares - basic		136,160,738			101,296,703			119,423,354			100,651,934
Weighted average number of common shares - diluted		287,170,106			101,296,703			270,432,722			100,651,934

	Common Stock						Additional			Accumulated
	Shares			Amount			Paid-in Capital			Deficit			Total
Balance, December 31, 2021		102,500,000		$	10,025		$	12,187		$	(40	)	$	22,172
Net loss for the period		-			-			-			(2,816	)		(2,816	)
Balance, March 31, 2022		102,500,000			10,025			12,187			(2,856	)		19,356
Issuance of common stock for cash		3,000,000			30			119,970			-			120,000
Cancellation of common stock		(5,500,000	)		(55	)		55			-			-
Reverse merger acquisition		(42,110,632	)		47,889			89,000			(6,353,353	)		(6,216,464	)
Issuance of common stock for conversion of note payable		47,104,796			47,105			1,205,235			-			1,252,340
Net loss for the period		-			-			-			1,855,069			1,855,069
Balance, June 30, 2022		104,994,164		$	104,994		$	1,426,447		$	(4,501,140	)	$	(2,969,699	)

	Common Stock						Additional				Accumulated
	Shares			Amount			Paid-in Capital			Deficit			Total
Balance, December 31, 2020		10,000,000		$	10,000		$	(7,788	)	$	(10	)	$	2,202
Net loss for the period		-			-			-			(15	)		(15	)
Balance, March 31, 2021		10,000,000			10,000			(7,788	)		(25	)		2,187
Issuance of common stock for cash		100,000			10			9,990			-			10,000
Issuance of common stock for exercise of warrant		150,000			15			9,985			-			10,000
Net loss for the period		-			-			-			(15	)		(15	)
Balance, June 30, 2021		10,250,000		$	10,025		$	12,187		$	(40	)	$	22,172

Purchase Price Allocation	Amount
Acquisition cost	$	643,000
Assets acquired
Cash and cash equivalents		38,635
Accounts receivable		41,611
Property and equipment		97,228
Trademark		100,000
Total assets acquired		277,474

Liabilities assumed
Accounts payable and accrued liabilities		77,998
Note payable		20,000
Total liabilities assumed		97,998
		463,524
Impairment of goodwill		161,309
Goodwill	$	302,215

Name Officer/Director	Number of Shares
Ron F. Sickels (1)		28,333,333
Fabian G. Deneault		28,333,333
William E. Sluss		10,000,000
Eric Newlan		14,416,667

	Class A
Name	Preferred Shares		Consideration
William Alessi		12,000,000	$	200,000	(1)

Chris Chumas		6,000,000	$	100,000	(1)

			Interest			Common Shares			Preferred Shares
Name	Principal		rate			#			#
Chris Chumas	$	100,000		10	%		7,000,000		nil

William Alessi		200,000		10	%		6,971,050	⁽¹⁾	nil

JanBella Group ⁽²⁾		110,000		10	%	nil			nil

Total	$	410,000

	Six months ended
	June 30, 2022
Expected term	1.00 years
Expected average volatility		449.45	%
Expected dividend yield		-
Risk-free interest rate		7.00	%

Total				Level 1				Level 2				Level 3
$	2,183,497			$	-			$	-			$	2,183,497

	For the Six Months Ended						Increase/ (Decrease)
	June 30, 2022			June 30, 2021
Net Sales	$	113,320		$	-		Increase/ (Decrease)	$	113,320
Cost of Sales		82,134			-			82,134
Gross Profit		31,186			-			31,186
Operating Expenses		85,015			30			84,985
Operating Loss		(53,829	)		(30	)		(53,799	)
Interest Expense		(171,575	)		-			(171,575	)
Loan Fees		(9,810	)		-			(9,810	)
Gain on Derivative Liabilities		2,788,386			-			2,788,386
Loss on Extinguishment of Debt		(700,919	)		-			(700,919	)
Net Loss	$	1,852,253		$	(30	)	$	1,852,283

	For the Three Months Ended						Increase/
	June 30, 2022			June 30, 2021			(Decrease)
Net Sales	$	113,070		$	-		$	113,070
Cost of Sales		82,088			-			82,088
Gross Profit		30,982			-			30,982
Operating Expenses		81,995			15			81,980
Operating Loss		(51,013	)		(15	)		(50,998	)
Interest Expense		(171,575	)		-			(171,575	)
Loan Fees		(9,810	)		-			(9,810	)
Gain (Loss) on Derivative Liabilities		2,788,386			-			2,788,386
Loss on Extinguishment of Debt		(700,919	)		-			(700,919	)
Net Loss	$	1,855,069		$	(15	)	$	1,855,084

	·	The Company does not have a majority of independent directors;
	·	Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;
	·	Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting; and
	·	Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.
	·	To remediate our internal control weaknesses, management intends to implement the following measures: as funding permits, the Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements; the Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting; and upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

Exhibit		Description
2.1		Plan and Agreement of Merger among Good Hemp, Inc., Good Hemp Name Change Subsidiary, Inc. and Petro X Solutions, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on May 12, 2022, file no. 000-54509)
3.1		Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 filed on September 23, 2020, file no. 333-248986)
3.2		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on July 21, 2022, file no. 000-54509)
3.3		Bylaws (incorporated by reference to Exhibit 3.2 to Annual Report on Form 10-K filed on May 25, 2018, file no. 000-54509)
3.4		Certificate of Designation of Series B-1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on July 27, 2020, file no. 000-54509)
3.5		Certificate of Designation of Series B-2 Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K filed on July 27, 2020, file no. 000-54509)
10.1		Intellectual Property Purchase Agreement, between the Company and Good Hemp Living, LLC, dated February 6, 2019 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on February 12, 2019, file no. 000-54509)
10.2		Branding Agreement between the Company and Spire Holdings, LLC, effective as of February 28, 2020 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on March 2, 2020, file no. 000-54509)
10.3		Promissory Note dated July 17, 2019, issued by the Company to William Alessi (incorporated by reference to Exhibit 10.4 to Registration Statement on Form S-1 filed on September 23, 2020, file no. 333-248986)
10.4		Promissory Note dated July 17, 2019, issued by the Company to JanBella Group, LLC (incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-1 filed on September 23, 2020, file no. 333-248986)
10.5		Promissory Note dated July 17, 2019, issued by the Company to Chris P. Chumas (incorporated by reference to Exhibit 10.6 to Registration Statement on Form S-1 filed on September 23, 2020, file no. 333-248986)
10.6		Promissory Note dated July 22, 2019, issued by the Company to William Alessi (incorporated by reference to Exhibit 10.7 to Registration Statement on Form S-1 filed on September 23, 2020, file no. 333-248986)
10.7		Promissory Note dated July 22, 2019, issued by the Company to Chris P. Chumas IRA (incorporated by reference to Exhibit 10.8 to Registration Statement on Form S-1 filed on September 23, 2020, file no. 333-248986)
10.8		Securities Purchase Agreement, between the Company and Leonite Capital LLC, dated March 25, 2021 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on March 30, 2021, file no. 000-54509)
10.9		Senior Secured Convertible Promissory Note dated February March 25, 2021, issued by the Company to Leonite Capital LLC (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on March 30, 2021, file no. 000-54509)
10.10		Common Stock Purchase Warrant, dated March 25, 2021, issued to Leonite Capital LLC (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on March 30, 2021, file no. 000-54509)
10.11		Pledge and Security Agreement between the Company and Leonite Capital LLC, dated March 25, 2021 (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed on March 30, 2021, file no. 000-54509)
10.12		Membership Interest Purchase Agreement, between the Company and the Sellers, dated April 1, 2021 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on April 7, 2021, file no. 000-54509)
10.13		Employment Agreement, between the Company and Kenneth Morgan, dated April 1, 2021 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on April 7, 2021, file no. 000-54509)
10.14		Common Stock Warrant, dated April 1, 2021, issued to Kenneth Morgan (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on April 7, 2021, file no. 000-54509)
10.15		Securities Purchase Agreement, entered into between Good Hemp, Inc. and GS Capital Partners, LLC, dated April 21, 2021 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on April 26, 2021, file no. 000-54509)
10.16		Convertible Promissory Note dated April 21, 2021, by Good Hemp, Inc. to GS Capital Partners, LLC (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on April 26, 2021, file no. 000-54509)

10.17		Securities Purchase Agreement, entered into between Good Hemp, Inc. and Metrospaces, Inc., dated May 4, 2021 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 6, 2021, file no. 000-54509)
10.18		Convertible Promissory Note dated May 4, 2021, by Good Hemp, Inc. to Metrospaces, Inc. (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on May 6, 2021, file no. 000-54509)
10.19		Engagement Agreement, between Good Hemp, Inc. and Sperry Advisory Services, LLC, dated June 16, 2021 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on June 25, 2021, file no. 000-54509)
10.20		Securities Purchase Agreement, entered into between Good Hemp, Inc. and Geneva Roth Remark Holdings, Inc., dated August 13, 2021 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August 26, 2021, file no. 000-54509)
10.21		Promissory Note dated August 13, 2021, by Good Hemp, Inc. to Geneva Roth Remark Holdings, Inc. (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on August 26, 2021, file no. 000-54509)
10.22		Securities Purchase Agreement, entered into between Good Hemp, Inc. and Jefferson Street Capital LLC, dated October 5, 2021 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on October 20, 2021, file no. 000-54509)
10.23		Inventory Financing Promissory Note dated October 5, 2021, by Good Hemp, Inc. to Jefferson Street Capital LLC (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on October 20, 2021, file no. 000-54509)
10.24		Securities Purchase Agreement, entered into between Good Hemp, Inc. and Sixth Street Lending LLC, dated October 19, 2021 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on October 27, 2021, file no. 000-54509)
10.25		Convertible Promissory Note dated October 19, 2021, by Good Hemp, Inc. to Sixth Street Lending LLC (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on October 27, 2021, file no. 000-54509)
10.26		Securities Purchase Agreement, entered into between Accredited Solutions, Inc. and 1800 Diagonal Lending LLC, dated July 27, 2022 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August 4, 2022, file no. 000-54509)
10.27		Convertible Promissory Note dated July 27, 2022, by Accredited Solutions, Inc. to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on August 4, 2022, file no. 000-54509)
31.1 *		Certification by the Principal Executive Officer
31.2 *		Certification by the Principal Accounting Officer
32.1 *		Certifications by the Principal Executive Officer
32.2 *		Certifications by the Principal Accounting Officer
101 INS **		XBRL Instance Document
101 SCH **		XBRL Taxonomy Extension Schema Document
101 CAL **		XBRL Taxonomy Calculation Linkbase Document
101 DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101 LAB **		XBRL Taxonomy Labels Linkbase Document
101 PRE **		XBRL Taxonomy Presentation Linkbase Document

		ACCREDITED SOLUTIONS, INC.

Date: August 22, 2022		/s/ Douglas V. Martin
		Douglas V. Martin
		Interim CEO

Date: August 22, 2022		/s/ Rodney Sperry
		Rodney Sperry
		Chief Financial Officer

1.	I have reviewed this quarterly report on Form 10-Q of Accredited Solutions, Inc., f/k/a Good Hemp, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	(1)	the Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.