QUARTERLY FINANCIAL REPORT OF INCUMAKER, INC. FOR THE THREE MONTHS ENDING NOVEMBER 30, 2017

Transcription

1 QUARTERLY FINANCIAL REPORT OF INCUMAKER, INC. FOR THE THREE MONTHS ENDING NOVEMBER 30, 2017 Delaware (State or other jurisdiction (IRS Employer of Incorporation) Identification Number) 327 Dahlonega Road Suite 1701B Cumming, GA (Address of principal executive offices) (678) (Registrant s Telephone Number) 1

2 TABLE OF CONTENTS NOTE 1 NOTE 2 NOTE 3 NOTE 4 NOTE 5 NOTE 6 NOTE 7 NOTE 8 NOTE 9 NOTE 10 ORGANIZATION AND DESCRIPTION OF BUSINESS. 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES...3 GOING CONCERN RELATED PARTY TRANSACTIONS....5 NOTES PAYABLE.6 CAPITAL TRANSACTIONS CAPITAL STOCK CONTINGENCIES OFFICERS AND DIRECTORS..8 THIRD PARTY PROVIDERS....9 NOTE 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 9 NOTE 12 CERTIFICATION.. 11 FINANCIALS

3 INCUMAKER, INC NOTES TO FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2017 NOTE 1 DESCRIPTION OF ISSUERS, PRODUCTS AND SERVICES Incumaker, Inc. (the Company, we, Incumaker or us ) was formed in the State of Delaware on April 13, On May 31, 2011, we completed holding company reorganization pursuant to Section 251(g) of the Delaware General Corporation Law. The Company s primary (and only) SIC Code is 6719 (Holding Companies). The Company s fiscal year ends on May 31. Incumaker is an equity investment holding company. The Company is implementing an acquisition roll-up model of acquiring minority and majority ownership interests in high growth sales and marketing businesses. Incumaker will provide financing, advice and guidance to assist them in realizing their potential. Management is focusing on acquisition targets that have business operations in sales, technology, and online services. The Company has had both assets and operations since its reorganization in During its reporting periods between 2011 and 2015, management focused on the growth of the Cryotherapy business and three locations were opened. The Company has had minimal revenues from the Cryotherapy Clinics and has closed all locations. In July 2015, the Company acquired a minority interest in a social media platform, Real Deal Recruits, but cancelled that acquisition in May On April 11, 2017, CEN Biotech, Inc. an unrelated entity entered into a forward triangular merger agreement with Eastern Starr Biotech, Inc., the wholly owned subsidiary of Incumaker, Inc. Pursuant to the mandates and requirements of IRS Code Section 3681, Eastern Starr Biotech, Inc. was created specifically for the purpose of acquiring CEN Biotech, Inc. (See IRS Code Section 368(a)(2)(D) Forward Triangular Merger ). On June 27, 2017, the merger was terminated. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed are: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits. We have never experienced any losses related to these balances. All of our non-interest bearing cash balances were fully insured. Insurance coverage was $250,000 per depositor at each financial institution. At November 30, 2017 and May 31, 2017, there were no amounts held in excess of federally insured limits. The Company s financial instruments include cash, accounts payable, accrued expenses and notes payable. The carrying amounts of cash, accounts payable and accrued expenses approximate their fair value, due to the short-term nature of these items. The carrying amount of notes payable approximates their fair value due to the use of market rates of interest and maturity schedule. 3

4 Research and development costs are charged to operations when incurred and are included in operating expenses. There were no amounts charged to research and development for the three and six month s ended November 30, 2017 and Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending on the classification of the assets or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company follows the provisions of FASB ASC Uncertainty in Income Taxes (ASC ), January 1, The Company has not recognized a liability as a result of the implementation of ASC A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there are no unrecognized benefits at November 30, The Company has not recognized interest expense or penalties as a result of the implementation of ASC If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. Basic loss per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted losses per common share are computed by dividing net loss by the weighted average number of shares of common stock outstanding and dilutive options outstanding during the year. Common stock equivalents for the three and six month s ended November 30, 2017 and 2016 were anti-dilutive due to the net losses sustained by the Company during these periods. The Company recognizes all share-based payments to employees, including grants of employee stock options, as compensation expense in the financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). In July 2017, 250,000 shares were issued to Darren Bankston pursuant to an employment agreement dated July 7, 2017 and 250,000 shares were issued to Stuart Barton for his service on the Board of Directors for their service on the Board. There were no grants awarded during The Company issues common stock and common stock options and warrants to consultants for various services. For these transactions, the Company follows the guidance in FASB ASC Topic 505. Costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instrument is reached or (ii) the date at which the counterparty s performance is complete. In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: 4

5 Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement d identical, unrestricted assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts payable and accrued expenses. NOTE 3 GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the three and six month s ended November 30, 2017, the Company had a net loss of $31,026 and $87,818, respectively. As of November 30, 2017, the Company has a working capital deficit of $545,312. In view of these matters, the Company s ability to continue as a going concern is dependent upon the Company s ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes and proceeds from sub-licensing agreements until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. NOTE 4 RELATED PARTY TRANSACTIONS A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its Management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. In December 2015, the Company issued a note payable agreement to its CEO for $20,000. The 2% Secured Note was due on July 31, 2016 but was extended July 31, 2017 and the conversion price adjusted to $0.01. On February 7, 2017, the CEO sold the Note to a non-affiliated third party. The CEO leases office space to the Company at $4,800 per annum, the lease is from June 1, 2016 thru May 31, 2018 the Company has recorded this as rent expense. On April 29, 2014, the Company issued 900,000 shares to Darren Bankston for Consulting Services. On April 5, 2016, the Company authorized an additional share issuance to Darren Bankston. There is no salary compensation for the year ended May 5

6 31, The shares were recorded at $900 or $0.001, fair value per share. The shares were issued on July 26, 2016 and are restricted for one year. On April 10, 2014, the SHEP Trust sold 3,900,000 shares of Incumaker common stock to five individuals. The purchase price of the stock was $1,950. The shares were issued as follows: Sharon Lasch 700,000, Paul Mannion 850,000, Matt Myers 850,000, Vince Sbarra 850,000 and Louis Thomson 650,000. On April 9, 2014, the SHEP Trust sold $255,837 of its debt to the ER Opportunity Fund, LP for cash consideration. NOTE 5 NOTES PAYABLE During the six months ended November 30, 2017 and the year ended May 31, 2017 the Company issued convertible notes payable to private parties. Each note had interest rates of 8% and had a conversion provision allowing the holder to convert the note into shares of the Company at a discount. The following details outstanding convertible notes as of November 30, 2017: On August 16, 2017, an Agreement was made with Cen Biotech, Inc. in which Incumaker sold its newly formed subsidiary Eastern Starr Biotech, Inc., to Cen Biotech, Inc. for the cancellation and relinquishment of $3,000 debt owed to Cen Biotech by Incumaker. On August 29, 2017, the Company issued a Convertible Note for $14,400 for working capital. The Note is due August 29, 2018 and bears 8% interest annually. The note is convertible at the lesser of $0.07 or 70% of the lowest trade price of the common stock in the 15 days prior to conversion. A beneficial conversion feature has been recorded as a debt discount of $4,320. On August 29, 2017, the Company issued a Convertible Note for $3,500 for working capital. The Note is due August 29, 2018 and bears 8% interest annually. The note is convertible at the lesser of $0.07 or 70% of the lowest trade price of the common stock in the 15 days prior to conversion. A beneficial conversion feature has been recorded as a debt discount of $1,050. On August 29, 2017, the Company issued a Convertible Note for $4,200 for working capital. The Note is due August 29, 2018 and bears 8% interest annually. The note is convertible at the lesser of $0.07 or 70% of the lowest trade price of the common stock in the 15 days prior to conversion. A beneficial conversion feature has been recorded as a debt discount of $1,260. On November 30, 2017, the Company issued a Convertible Note for $11,100 for working capital. The Note is due November 30, 2018 and bears 8% interest annually. The note is convertible at the lesser of $0.07 or 70% of the lowest trade price of the common stock in the 15 days prior to conversion. A beneficial conversion feature has been recorded as a debt discount of $4,163. On November 30, 2017, the Company issued a Convertible Note for $3,500 for working capital. The Note is due November 30, 2018 and bears 8% interest annually. The note is convertible at the lesser of $0.07 or 70% of the lowest trade price of the common stock in the 15 days prior to conversion. A beneficial conversion feature has been recorded as a debt discount of $1,313. On November 30, 2017, the Company issued a Convertible Note for $3,620 for working capital. The Note is due November 30, 2018 and bears 8% interest annually. The note is convertible at the lesser of $0.07 or 70% of the lowest trade price of the common stock in the 15 days prior to conversion. A beneficial conversion feature has been recorded as a debt discount of $1,358. On November 30, 2017, the Company issued a Convertible Note for $6,400 for rent and compensation. The Note is due November 30, 2018 and bears 8% interest annually. The note is convertible at the lesser of $0.07 or 70% of the lowest trade price of the common stock in the 15 days prior to conversion. A beneficial conversion feature has been recorded as a debt discount of $2,400. 6

7 In December 2015, the Company reached a Credit Facility agreement which provides up to $25,000 in funding. In return for the facility, the Company agreed to issue to Loma an amount of stock equal to 20% of the outstanding shares as incentive for the facility. On February 12, 2016, the Company drew down $8,977 from Loma Management Partners, LLC and the 8% Convertible Secured Note is due on February 12, 2017 and can be converted into common shares at a conversion price of $0.03. On August 29, 2016, the Company drew down on the balance of the credit facility in the amount of $16,023 and issued a $ 16,023 8% convertible note payable, and can be converted into common stock at $0.03 per share. On June 1, 2017, Loma converted the $8,977 note and accrued interest into 323,566 shares of common stock. On August 29, 2016, the Company issued 1,059,142 shares of common stock to John Loud and 1,059,142 shares of common stock to John McFarland regarding the credit facility. The Company recorded the transaction as an expense of $2,118 based on a fair value per share of $ The shares were issued on April 11, 2017 and April The shares are restricted. On July 12, 2015, a 2 year $50,000 Senior Note was issued to Ancient River, LLC., for a 20% ownership. On May 31, 2017, the acquisition was terminated and the $50,000 Note was cancelled. In May 2016 the company deemed the investment to be worthless and recorded it as impairment on the Company's books as of May 31, In May 2017 both parties agreed to cancel the investment and the note, of $50,000, and forgiveness of accrued interest in the amount of $7,529. A gain of $57,529 was recognized. On April 15, 2014, the Company received a $20,000 investment from ER Opportunity Fund, LP, an accredited investment fund. The 10% Convertible Secured Note is due on May 5, 2015 and can be converted into common shares at a conversion price of $0.10. Due to anti-dilution provisions, the conversion price was reduced to $0.01. On April 9, 2014, the SHEP Trust sold $255,837 of its Convertible debt to the ER Opportunity Fund, LP for cash consideration. In the Assignment and modification agreement, the maturity of the Notes were extended to April 14, 2015 and are convertible into common stock at the lesser of (i) of $0.01 or 45% of the lowest trade over the 210 days prior to conversion. The Notes acquired are: September 20, 2013, the Company issued a note payable to a SHEP Trust in exchange for $7,875. The notes bear interest at % per annum and are due 1 year from the date of issuance. The notes mature on June 29, August 29, 2013, the Company issued a note payable to SHEP Trust in exchange for $ 96,100. The notes bear interest at % per annum and are due 1 year from the date of issuance. The notes mature on August 29, July 30, 2013, the Company issued a note payable to SHEP Trust in exchange for $24,836. The notes bear interest at % per annum and are due 1 year from the date of issuance. The notes mature on July 30, On February 1, 2017, the Company converted this note into 8,520,218 shares of common stock. June 29, 2013, the Company issued a note payable to SHEP Trust in exchange for $91,626. The notes bear interest at % per annum and are due 1 year from the date of issuance. The notes mature on June 29, May 30, 2013, the Company issued a note payable to SHEP Trust in exchange for $35,398. On July 22, 2014, the ER Opportunity Fund and the Company entered into a settlement agreement settling $127,025 of the Notes acquired by the Fund from the SHEP Trust in April 2014 for $ 60,000 of both the May 2013 and June 2013 Notes. The agreement was made through the 3(a)(10) court settlement approved on August 20, On February 1, 2017, ER Opportunity Fund converted $10,800 of debt into 1,200,000 shares of common stock. During the three month s ended November 30, 2017, the Company issued 1,582,366 shares of common stock in settlement of the remaining balance of $48,241, which resulted in a loss on settlement of $71,602. On February 19, 2014, the Company received a $15,000 investment from Louis Rusty Thomson, an accredited I Investor. The 5% Note was due on April The Note had no conversion feature and is currently due. On February 11, 2014, the Company received a $5,000 investment from Louis Rusty Thomson, an accredited investor. The 10% note was due on June 11, The Note has no conversion feature and is currently due. 7

8 On February 11, 2014, a $100,000 Note was issued to Louis Rusty Thomson, the owner of CryoMist III in exchange for the acquisition of the outstanding securities and assets of CryoMist III, LLC, a cryotherapy company, based at the Mall of Georgia, in Buford, Georgia. The Note is secured by the acquired assets of CryoMist III, LLC. On December 24, 2013, a $70,000 Note was issued to Louis Rusty Thomson, the owner of CryoMist III, in return for working capital. The Note was due on February 14, 2014 and is convertible into shares at $0.10 per share. On October 22, 2013, the Company received a $50,000 investment from Louis Rusty Thomson, an accredited investor. The investor purchased 200,000 shares at $0.25 and received 200,000 2 year warrants exercisable at $0.25. Preferred Stock NOTE 6 CAPITAL TRANSACTIONS The Company has 10,000,000 shares of authorized preferred with $0.001 par value. No preferred shares are outstanding. Stock activity during 2017 On July 26, 2016, the company issued 900,000 shares to the CEO as salary compensation. On August 29, 2016, the company awarded 2,118,284 shares to the officers of the Credit Facility. The shares were issued on April 11, 2017 and April 17, On February 1, 2017 holders of convertible notes payable in the aggregate of $59,141, elected to convert $10,800 of the convertible notes for 1,200,000 shares of common stock. On February 1, 2017 holders of convertible notes payable in the aggregate of $24,836 plus accrued interest of $6,968 elected to convert $31,804 of the convertible note for 8,520,218 shares of common stock. On April 12, 2017 holders of convertible notes payable in the aggregate of $8,977 plus accrued interest of $731 elected to convert $9,707 of the convertible notes for 323,566 shares of common stock. On July 17, 2017, the Company issued 250,000 shares of common stock to an individual for services rendered. These services were valued at $11,250. On August 9, 2017, the Company issued 200,000 shares of common stock to an individual for services rendered. These services were valued at $16,680. Options The Company has 500,000 warrants outstanding. The warrants expire on November 30, 2018 and have a $0.25 exercise price. NOTE 7 - CAPITAL STOCK At August 31, 2017, our authorized capital stock was 750,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of Preferred Stock, par value $0.001 per share. As of November 30, 2017, there were 25,034,855 shares of Common Stock issued and outstanding and no shares of Preferred Stock issued or outstanding. 8

9 NOTE 8 CONTINGENCIES: On July 21, 2017, a lawsuit was dismissed by the Plaintiff. The lawsuit that has been dismissed that was pending against Parent, titled Oelshlager v. Cryomist I, et al., pending in Fulton County Georgia State Court, CAFN: 15EV H, which could have had, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. Other than this lawsuit, there is no known proceeding pending or threatened against company. NOTE 9 - OFFICERS, DIRECTORS AND CONTROL PERSONS A. NAMES OF OFFICERS AND DIRECTORS The current CEO is Darren Bankston. Mr. Bankston and Mr. Stuart Barton are the two Board of Directors. B. LEGAL / DISCIPLINARY HISTORY Please identify whether any of the foregoing persons have, in the last five years, been the subject of: 1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses): NO 2. The entry of an order, judgement, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred or suspended or otherwise limited such person s involvement in any type of business, securities, commodities or banking activities: NO 3. A finding or judgement by a court of competent jurisdiction (in a civil action) the Securities and Exchange Commission, the Commodity Futures Trading Commission or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgement has not been reversed, suspended or vacated: NO 4. The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person s involvement in any type of business or securities activities: NO NOTE 10 - THIRD PARTY PROVIDERS A. Legal Counsel Ernest M. Stern CULHANE MEADOWS PLLC 1101 Pennsylvania Avenue, N.W. Suite 600 Washington, D.C B. Accountant or Auditor Accountant Judy Norstrud Norco Accounting & Consulting, Inc Trackside Drive Odessa, FL Auditor AMC Auditing 8250 W Charleston Blvd. Suite 100 Las Vegas, NV

10 NOTE 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of November 30, 2017, by: (i) each of our director(s); (ii) each of our named executive officer(s); and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own. Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership (1) (#) Darren Bankston (1) 327 Dahlonega Road Ste 1701B Common 2,150, % Cumming GA Stuart Barton (4) 327 Dahlonega Road Ste 1701B Common 250, % Cumming GA Fourth Street Fund, LP % Baker Donaldson Monarch Plaza Ste 1600 Common 8,520, % 3414 Peachtree Road NE Atlanta, GA All Officers and Directors as a Group (2) Common 10,920, % Percent of Class (2) (%) (1) The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table. (2) Based on 25,034,855 issued and outstanding shares of our Common Stock as of November 30, (3) Darren Bankston, an officer and director, owns 2,150,000 shares of our Common Stock. (4) Stuart Barton, a director, owns 250,000 shares of our common stock. (5) Fourth Street Fund, LP c/o Baker Donaldson, Monarch Plaza, Ste 1600, 3414 Peachtree Road NE, Ste 1600 Atlanta, GA Lisa Mannion is the manager of Fourth Street Fund, LP 10

11 OTHER INFORMATION None Note 12 - CERTIFICATIONS I, Darren Bankston, certify that: 1. I have reviewed this quarterly disclosure statement of Incumaker, Inc. 2. Based on my knowledge, this disclosure 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 disclosure statement; and 3. Based on my knowledge, the financial statements and other financial information included or incorporated by reference in this disclosure statement, fairly represent, in all material respects, the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. /s/ Darren Bankston Darren Bankston January 16,

12 INCUMAKER, INC. BALANCE SHEETS ASSETS November 30, May 31, (Unaudited) CURRENT ASSETS: Cash and cash equivalents $ 5,448 $ - Total Current Assets 5,448 - TOTAL ASSETS $ 5,448 $ - LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable and accrued expenses $ 15,973 $ 15,424 Accrued expenses, related party - 4,800 Accrued interest 101,516 84,723 Convertible notes payable, net of discount of $11,805 and $0, respectively 243, ,339 Notes payable 115, ,000 Notes payable, related party, net of discount of $2,400 and $2,000, respectively 24,000 18,000 Total Current Liabilities 500, ,286 STOCKHOLDERS' DEFICIT Common stock, $0.001 par value; 750,000,000 shares authorized; 25,034,855 and 22,952,489 shares issued and outstanding, respectively 25,035 22,952 Capital in excess of par value 547, ,148 Accumulated deficit (1,067,439) (910,386) Total Stockholders' Equity (494,553) (501,286) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 5,448 $ - 12

13 INCUMAKER, INC. STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Month's Ended November 30, For the Six Month's Ended November 30, REVENUE : Sales $ - $ - $ - $ COST OF GOODS SOLD GROSS MARGIN OPERATING EXPENSES Professional fees 12,126-27,345 - Officer's compensation 4,000-4,000 - Selling, general and administrative expenses 3,467-33,657 18,141 TOTAL OPERATING EXPENSES 19,593-65,002 18,141 LOSS FROM OPERATIONS (19,593) - (65,002) (18,141) OTHER EXPENSE (INCOME) Interest expense 9,066 9,574 20,449 19,147 Loss on conversion of notes payable 71,602 71,602 - TOTAL OTHER EXPENSE (INCOME) 80,668 9,574 92,051 19,147 NET LOSS $ (100,261) $ (9,574) $ (157,053) $ (37,288) NET LOSS PER COMMON SHARE, BASIC AND DILUTED $ (0.00) $ (0.00) $ (0.01) $ (0.00) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED 23,452,489 12,708,705 24,027,632 11,666,926 13

14 INCUMAKER, INC. STATEMENTS OF STOCKHOLDERS' DEFICIT Additional Total Common Stock Paid in Accumulated Stockholders' Shares Amount Capital Deficit Deficit Balance, May 31, ,952,489 $ 22,952 $ 386,148 $ (910,386) $ (501,286) Issuance of common stock for services (unaudited) 250, ,000-11,250 Issuance of common stock for services (unaudited) 250, ,480 16,730 Beneficial conversion feature ,862 15,862 Issuance of common stock for conversion of debt 1,582,366 1, , ,943 Net loss for the six month's ended November 30, 2017 (unaudited) (157,053) (157,053) Balance, November 30, 2017 (unaudited) 25,034,855 $ 25,035 $ 547,851 $ (1,067,439) $ (494,553) 14

15 INCUMAKER, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) For the Six Month's Ended November 30, CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (157,053) $ (37,288) Adjustments to reconcile net loss to net cash and cash equivalents provided by operating activities: Common stock issued for services 27,980 2,118 Amortization of debt discount 3,658 Loss on conversion of notes payable 71,602 Decrease in accounts payable and accrued expenses (4,252) - Increase in accrued interest 16,793 16,626 Net cash used by operating activities (41,272) (18,544) CASH FLOWS FROM INVESTING ACTIVITIES: Net cash used by investing activities - - CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of notes payable 46,720 18,544 Net cash provided by financing activities 46,720 18,544 Net decrease in cash and cash equivalents 5,448 - Cash and cash equivalents, beginning of period - - Cash and cash equivalents, end of period $ 5,448 $ - SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ - $ - Cash paid for taxes $ - $ - 15