ASII 8-K/A
Accredited Solutions, Inc. (ASII)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 4, 2021
| GOOD HEMP, INC. |
| (Exact name of registrant as specified in its charter) |
Nevada
(State or Other Jurisdiction of Incorporation)
| 000-54509 |
| 45-2578051 |
| (Commission File Number) |
| (IRS Employer Identification No.) |
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| 20311 Chartwell Ctr. Dr., Ste. 1469, Cornelius, NC |
| 28031 |
| (Address of Principal Executive Offices) |
| (Zip Code) |
1-800-947-9197
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
| Trading Symbol(s) |
| Name of Each Exchange on Which Registered |
| None |
| N/A |
| N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-2 of this chapter.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
Good Hemp, Inc. (the “Company”) is filing this Current Report on Form 8-K/A (“Amendment No. 1”) to amend its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 7, 2021 (the “Initial Report”), which disclosed the Company’s acquisition (the “Acquisition”) of Diamond Creek Group, LLC, a North Carolina limited liability company (“Diamond Creek”).
The information previously reported in the Initial Report is hereby incorporated by reference into this Amendment No. 1. This Amendment No. 1 on Form 8-K/A is being filed solely to provide information required by Item 9.01 of Form 8-K and does not amend the Initial Report in any manner other than such Item 9.01.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired |
Diamond Creek’s balance sheet, statement of operations, statement of partners’ equity, and statement of cash flows, including the Independent Auditor’s Report thereon and the notes related thereto, are filed as Exhibit 99.1 to this Amendment No. 1 and are incorporated herein by reference.
| (d) | Exhibits |
| Exhibit No. |
| Description |
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| Financial Statements of Diamond Creek Group, LLC, and Independent Auditor’s Report thereon |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GOOD HEMP, INC. | |||
| Dated: May 27, 2021 | By: | /s/ William Alessi | |
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| William Alessi | |
| Chief Executive Officer | |||
| 3 |
EXHIBIT 99.1
Index to Financial Statements
December 31, 2020 and 2019
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| F-1 |
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| F-2 |
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| F-3 |
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| F-4 |
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| F-5 |
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| F-6 |
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Boyle CPA, LLC
Certified Public Accountants & Consultants
To the Board of Directors and Partners’ of
Diamond Creek Group, LLC
Report on the Financial Statements
We have audited the accompanying financial statements of Diamond Creek Group, LLC, which comprise the balance sheets as of December 31, 2020 and 2019, and the related statements of operations, partners’ equity, and cash flows for the years then ended, and the related notes to the financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Diamond Creek Group, LLC. as of December 31, 2020 and 2019, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
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| Bayville, New Jersey |
| April 2, 2021 |
| 361 Hopedale Drive SE Bayville, NJ 08721 |
| P (732) 822-4427 F (732) 510-0665 |
| F-1 |
| Table of Contents |
Balance Sheet
As of December 31, 2020 and December 31, 2019
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| December 31, 2020 |
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| December 31, 2019 |
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| Assets |
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| Current Assets |
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| Cash |
| $ | 80,800 |
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| $ | 51,616 |
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| Accounts Receivable- net |
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| 38,158 |
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| 56,961 |
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| Total Current Assets |
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| 118,958 |
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| 108,577 |
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| Property and equipment, net of accumulated depreciation |
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| 73,593 |
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| 81,224 |
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| Total assets |
| $ | 192,551 |
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| $ | 189,801 |
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| Liabilities and Equity |
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| Current Liabilities |
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| Accounts Payable and Accrued Expenses |
| $ | 86,539 |
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| $ | 51,666 |
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| Total current liabilities |
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| 86,539 |
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| 51,666 |
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| Long-Term Liabilities |
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| - |
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| - |
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| Total Long-Term Liabilities |
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| - |
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| - |
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| Total Liabilities |
| $ | 86,539 |
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| $ | 51,666 |
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| Partner’s Equity |
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| Partner’s Equity |
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| 106,012 |
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| 138,135 |
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| Total Equity |
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| 106,012 |
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| 138,135 |
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| Total Liabilities and Partner’s Equity |
| $ | 192,551 |
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| $ | 189,801 |
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The accompanying notes are an integral part of these financial statements.
| F-2 |
| Table of Contents |
Statement of Operations
For The Years Ended December 31, 2020 And December 31, 2019
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| December 31, 2020 |
| December 31, 2019 | ||||
| Revenue |
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| Sales Income |
| $ | 1,521,735 |
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| $ | 1,635,874 |
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| Discounts and Returns |
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| (112,190 | ) |
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| (188,856 | ) |
| Total Sales |
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| 1,409,545 |
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| 1,447,018 |
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| Cost of Goods Sold |
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| 1,109,050 |
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| 1,153,982 |
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| Gross Margin |
| $ | 300,495 |
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| $ | 293,036 |
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| Operating Expenses |
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| Selling, general and administrative |
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| 251,850 |
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| 243,808 |
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| Depreciation expense |
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| 22,132 |
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| 21,959 |
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| Total operating expenses |
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| 273,982 |
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| 265,767 |
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| Net Income (Loss) For The Period |
| $ | 26,513 |
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| $ | 27,269 |
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The accompanying notes are an integral part of these financial statements.
| F-3 |
| Table of Contents |
Statement of Partners’ Equity
For the Years Ended December 31, 2020 And December 31, 2019
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| Partner’s Capital |
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| Total |
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| Balance December 31, 2018 |
| $ | 134,132 |
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| $ | 134,132 |
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| Partner Distributions |
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| (23,266 | ) |
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| (23,266 | ) |
| Net Income |
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| 27,269 |
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| 27,269 |
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| Balance December 31, 2019 |
| $ | 138,135 |
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| $ | 138,135 |
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| Partner Distributions |
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| (58,636 | ) |
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| (58,636 | ) |
| Net Income |
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| 26,513 |
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| 26,513 |
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| Balance, December 31, 2020 |
| $ | 106,012 |
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| $ | 106,012 |
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The accompanying notes are an integral part of these financial statements.
| F-4 |
| Table of Contents |
Statement of Cash Flows
For The Years Ended December 31, 2020 And December 31, 2019
| 2020 |
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| 2019 |
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| Cash Flows From Operating Activities |
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| Net Income |
| $ | 26,513 |
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| $ | 27,269 |
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| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: |
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| Depreciation |
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| 22,132 |
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| 21,959 |
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| (Increase) decrease in: |
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| Accounts receivable |
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| 18,803 |
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| (13,684 | ) |
| Prepaids and other |
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| - |
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| 7,226 |
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| Increase(decrease) in: |
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| Accounts payable & Accrued expense |
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| 24,646 |
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| (10,776 | ) |
| Other liabilities |
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| 10,226 |
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| 5,735 |
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| Net cash provided by (used in) operating activities |
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| 102,320 |
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| 37,729 |
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| Investing Activities |
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| Purchase of equipment |
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| (14,500 | ) |
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| - |
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| Disposal of equipment |
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| - |
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| - |
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| Net cash provided by (used in) investing activities |
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| (14,500 | ) |
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| - |
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| Financing Activities |
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| Partners’ Distributions |
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| (58,636 | ) |
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| (23,266 | ) |
| Net cash provided by (used in) financing activities |
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| (58,636 | ) |
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| (23,266 | ) |
| Net Increase (Decrease) in Cash and Cash Equivalents |
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| 29,184 |
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| 14,463 |
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| Cash and Cash Equivalents, Beginning of Period |
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| 51,616 |
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| 37,153 |
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| Cash and Cash Equivalents, End of Period |
| $ | 80,800 |
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| $ | 51,615 |
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The accompanying notes are an integral part of these financial statements.
| F-5 |
| Table of Contents |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
Diamond Creek Group, LLC. (“the Company”) was organized as a limited liability company under the laws of North Carolina in February of 2012.
Description of Business
The Company acts as a wholesale distributor and sells Diamond Creek Ionized 9.5pH Alkaline Natural Springs Water to various retailers and businesses.
Basis of Accounting
The financial statements are prepared on the accrual basis of accounting, whereby revenue is recognized when earned and expenses are recognized when incurred.
Use of Estimates
The preparation of the financial statements in conformity with generally accepted accounting principles in the United States (US GAAP) requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Management uses its historical records and knowledge of its business in making estimates. Accordingly, actual results could differ from those estimates.
Revenue Recognition
On January 1, 2018, the Company adopted ASU No. 2014-09 “Revenue from Contracts with Customers” (Topic 606) and all subsequent ASUs that modified Topic 606 using the modified retrospective approach. Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies a performance obligation.
The Company’s revenue is comprised of product sales. Substantially all the Company’s revenue is recognized at the time control of the product transfers to the customer.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. There were no cash equivalents on December 31, 2020 or December 31, 2019.
Accounts Receivable
Accounts receivable is reported on the balance sheet at gross amounts due. Management closely monitors outstanding accounts receivable and charges off to expense any balances that are determined to be uncollectible. As of December 31, 2020, and December 31, 2019 accounts receivable were $38,158 and $56,961. There was no allowance for doubtful accounts and no bad debt expense was recorded.
| F-6 |
| Table of Contents |
Property and Equipment
Property and equipment are stated at cost. Expenditures for renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is calculated using the straight-line method for financial reporting purposes based on the following estimated useful lives:
| Classification |
| Useful Life |
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| Machinery & Equipment |
| 7 Years |
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Valuation of long-lived assets
In accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment used by us are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of assets to estimated discounted net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.
Income Taxes
The Company is treated as a partnership for federal and state income tax purposes. The members of the LLC are taxed on their proportionate share of the Company’s taxable income. Therefore, the financial statements do not reflect a provision or liability for federal and state income taxes. The years ending on or after December 31, 2017 remain subject to examination by federal and state tax authorities.
Accounting Pronouncements
Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to our financial position, results of operations or cash flows.
2. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
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| December 31, 2020 |
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| December 31, 2019 |
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| Accounts payable |
| $ | 60,636 |
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| $ | 42,642 |
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| Accrued credit cards |
| $ | 8,313 |
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| $ | 1,659 |
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| Other Liabilities |
| $ | 17,590 |
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| $ | 7,365 |
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| Total |
| $ | 86,539 |
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| $ | 51,666 |
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| F-7 |
| Table of Contents |
3. PROPERTY AND EQUIPMENT, NET
Property and equipment, net as of December 31, 2020 and December 31, 2019 was $73,593 and $81,224 respectively, consisting of the following:
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| December 31, 2020 |
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| December 31, 2019 |
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| Machinery & Equipment |
| $ | 168,214 |
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| $ | 153,714 |
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| Less: accumulated depreciation |
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| (94,621 | ) |
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| (72,490 | ) |
| Plant and equipment, net |
| $ | 73,593 |
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| $ | 81,224 |
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As December 31, 2020 and December 31, 2019 total depreciation expense was $22,132 and $21,959 respectively.
4. COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Company may, from time to time, become a party to legal claims and disputes. At December 31, 2020, management and legal counsel are not aware of any pending or threated litigation or unasserted claims or assessments that could result in losses, if any, that would be material to the financial statements.
The COVID-19 pandemic is having significant effects on global markets, supply chains, business, and communities. The extent of the impact of the outbreak on the operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and the impact on the Company’s customers and vendors. Management believes they are taking appropriate actions to mitigate the negative impact. However, the full impact of COVID-19 is unknown and cannot be reasonably estimated as these events are still developing.
5. SUBSEQUENT EVENTS
The Company evaluated the effect subsequent events would have on the financial statements the date the financial statements were available to be issued.
| F-8 |