Exhibit 10.3

  

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
 

 To The Board of Directors and shareholders of
 Top Sail Productions, LLC
 Marina Del Rey, CA 
 

  
 I have audited the accompanying balance sheets of Top Sail Productions, LLC (the “Company”) as of December 31, 2012 and 2011 and the related statements of operations, members’ deficit and cash flows for the years ended December 31, 2012 and 2011, 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 State 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
 

 My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were I engaged to perform, an audit of its internal control over financial reporting. my audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audits provide a reasonable basis for my opinion.
  
 Opinion
 

 In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012 and 2011 and the results of its operations and its cash flows for the years ended December 31, 2012 and 2011, in conformity with accounting principles generally accepted in the United States of America.
  
 Emphasis of Matter
 

 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 of the accompanying financial statements, the Company has a minimum cash balance available for payment of ongoing operating expenses, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
  
 /s/ Terry L. Johnson, CPA
 Casselberry, Florida
 June 29, 2014
 

 

 

 


 	 	 	 	
	 TOP SAIL PRODUCTIONS, LLC

	 BALANCE SHEETS

	 

	 

	 

	 


	 

	 

	 

	 


	 

	 December 31,
	 

	 December 31,

	 

	 2012
	 

	 2011

	 ASSETS

	 

	 

	 

	 


	 Current Assets:
	 

	 

	 


	   Cash 
	  $                   4,053 
	 

	  $                 11,393 

	   Inventory, net
	                       8,438 
	 

	                     14,591 

	   Prepaids
	                               - 
	 

	                          800 

	       Total Current Assets
	 12,491 
	 

	                     26,784 

	 

	 

	 

	 


	      Total Assets
	  $                 12,491 
	 

	  $                 26,784 

	 

	 

	 

	 


	 LIABILITIES AND STOCKHOLDERS' EQUITY

	 

	 

	 

	 


	 Current Liabilities:
	 

	 

	 


	   Accounts payable & accrued expenses
	  $                   2,121 
	 

	  $                      783 

	       Total Current Liabilities
	                       2,121 
	 

	                          783 

	 

	 

	 

	 


	      Total Liabilities
	                       2,121 
	 

	                          783 

	 

	 

	 

	 


	 Members' Equity:
	 

	 

	 


	   Beginning capital - Gullo
	                     28,417 
	 

	                   (25,644)

	   Beginning capital - Meena
	                     (2,416)
	 

	                   (19,251)

	   Member's draw - Gullo
	                     (6,750)
	 

	                   (34,481)

	   Member's draw - Meena
	                     (2,250)
	 

	                   (21,390)

	   Capital contributions - Gullo
	                     64,608 
	 

	                     85,275 

	   Capital contributions - Meena
	                     27,187 
	 

	                     28,425 

	   Net income 
	                   (98,426)
	 

	                     13,067 

	       Total Stockholders' Equity (Deficit)
	                     10,370 
	 

	                     26,001 

	 

	 

	 

	 


	      Total Liabilities and Stockholders' Equity
	  $                 12,491 
	 

	  $                 26,784 

	 

	 

	 

	 


	 The accompanying notes are an integral part of these financial statements.


  

 

 

 

 

 

 

 

 

 

 

 

 

 

 	 	 	 	
	 TOP SAIL PRODUCTIONS, LLC

	 STATEMENTS OF OPERATIONS

	 

	 

	 

	 


	 

	 

	 

	 


	 

	 For the Years Ended

	 

	 December 31,

	 

	 2012
	 

	 2011

	 

	 

	 

	 


	 Revenues
	  $                   47,127 
	 

	  $                 211,705 

	 Costs of services
	                       58,451 
	 

	                       80,832 

	 

	 

	 

	 


	     Gross Margin
	                     (11,324)
	 

	                     130,873 

	 

	 

	 

	 


	 Operating Expenses:
	 

	 

	 


	   Automobile
	                       17,189 
	 

	                       27,265 

	   General and administrative
	                       15,624 
	 

	                       24,715 

	   Rent
	                       39,871 
	 

	                       43,800 

	       Total Operating Expenses
	                       72,684 
	 

	                       95,780 

	 

	 

	 

	 


	       Income (Loss) from Operations
	                     (84,008)
	 

	                       35,093 

	 

	 

	 

	 


	 Other Expenses:
	 

	 

	 


	   Interest expense
	                       14,418 
	 

	                       22,026 

	         Total Other Expense
	                       14,418 
	 

	                       22,026 

	 

	 

	 

	 


	 Net Income (Loss)
	  $                 (98,426)
	 

	  $                   13,067 

	 

	 

	 

	 


	 

	 

	 

	 


	 The accompanying notes are an integral part of these financial statements.


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 	 	 	 	 	 	 	 	 	
	 TOP SAIL PRODUCTIONS, LLC

	 STATEMENTS OF MEMBERS' EQUITY

	 

	 

	 

	 

	 

	 

	 

	 

	 


	 

	 

	 

	 

	 

	 

	 

	 

	 


	 

	 

	 

	 

	 

	 

	 

	 

	 


	 

	 

	 

	 

	 

	 

	 

	 

	 Members'

	 

	 Beginning Capital
	 Members' Draws
	 Capital Contributions
	 Net
	 Equity

	 

	 Gullo
	 Meena
	 Gullo
	 Meena
	 Gullo
	 Meena
	 Income (loss)
	 (Deficit)

	 Balance, December 31, 2010
	  $       (4,159)
	  $     (13,808)
	  $           (101,173)
	  $   (33,724)
	  $    79,044 
	  $        26,348 
	  $          2,577 
	  $        (44,895)

	 

	 

	 

	 

	 

	 

	 

	 

	 


	 Proportion of net income
	                644 
	            1,933 
	                            - 
	                  - 
	                  - 
	                      - 
	             (2,577)
	                       - 

	 Members' draws in 2010
	       (101,173)
	         (33,724)
	                101,173 
	        33,724 
	                  - 
	                      - 
	                      - 
	                       - 

	 Members' contributions in 2010
	           79,044 
	          26,348 
	                            - 
	                  - 
	       (79,044)
	           (26,348)
	                      - 
	                       - 

	 Members' draws in 2011
	                     - 
	                    - 
	                 (34,481)
	       (21,390)
	                  - 
	                      - 
	                      - 
	            (55,871)

	 Members' contributions in 2011
	                     - 
	                    - 
	                            - 
	                  - 
	        85,275 
	            28,425 
	                      - 
	           113,700 

	 Net income
	                     - 
	                    - 
	                            - 
	                  - 
	                  - 
	                      - 
	            13,067 
	             13,067 

	 Balance, December 31, 2011
	         (25,644)
	         (19,251)
	                 (34,481)
	       (21,390)
	        85,275 
	            28,425 
	            13,067 
	             26,001 

	 

	  
	  
	  
	  
	  
	  
	  
	  

	 Proportion of net income
	             3,267 
	            9,800 
	                            - 
	                  - 
	                  - 
	                      - 
	           (13,067)
	                       - 

	 Members' draws in 2011
	         (34,481)
	         (21,390)
	                  34,481 
	        21,390 
	                  - 
	                      - 
	                      - 
	                       - 

	 Members' contributions in 2011
	           85,275 
	          28,425 
	                            - 
	                  - 
	       (85,275)
	           (28,425)
	                      - 
	                       - 

	 Members' draws in 2012
	                     - 
	                    - 
	                   (6,750)
	         (2,250)
	                  - 
	                      - 
	                      - 
	              (9,000)

	 Members' contributions in 2012
	                     - 
	                    - 
	                            - 
	                  - 
	        64,608 
	            27,187 
	                      - 
	             91,795 

	 Net loss
	                     - 
	                    - 
	                            - 
	                  - 
	                  - 
	                      - 
	           (98,426)
	            (98,426)

	 Balance, December 31, 2012
	  $       28,417 
	  $       (2,416)
	  $               (6,750)
	  $     (2,250)
	  $    64,608 
	  $        27,187 
	  $       (98,426)
	  $         10,370 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	 

	 

	 

	 

	 

	 

	 

	 

	 


	 The accompanying notes are an integral part of theses financial statements.


  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 	 	 	 	
	 TOP SAIL PRODUCTIONS, LLC

	 STATEMENTS OF CASH FLOWS

	 

	 

	 

	 


	 

	 

	 

	 


	 

	 

	 

	 


	 

	 For the Years Ended

	 

	 December 31,

	 

	 2012
	 

	 2011

	 CASH FLOWS FROM OPERATING ACTIVITIES:
	 

	 

	 


	 Net Income (Loss) for the Period
	  $               (98,426)
	 

	  $                 13,067 

	 Adjustments to reconcile net loss to net cash
	 

	 

	 


	 provided by operating activities:
	 

	 

	 


	 Changes in Operating Assets and Liabilities
	 

	 

	 


	      Decrease in inventory
	                       6,153 
	 

	                     12,500 

	      Increase in prepaid expenses
	                          800 
	 

	                        (800)

	      Increase in accounts payable
	                       1,338 
	 

	                       2,121 

	 Net Cash Proceeds (Used) in Operating Activities
	                   (90,135)
	 

	                     26,888 

	 

	 

	 

	 


	 CASH FLOWS FROM INVESTING ACTIVITIES:
	 

	 

	 


	      Purchase of property and equipment 
	                               - 
	 

	                               - 

	 Net Cash Used In Investing Activities
	                               - 
	 

	                               - 

	 

	 

	 

	 


	 CASH FLOWS FROM FINANCING ACTIVITIES:
	 

	 

	 


	     Owners equity draws
	                     (9,000)
	 

	                   (55,871)

	     Owners capital contributions
	                     91,795 
	 

	                     37,876 

	 Net Cash Provided by Financing Activities
	                     82,795 
	 

	                   (17,995)

	 

	 

	 

	 


	 Net (Decrease) Increase in Cash
	                     (7,340)
	 

	                       8,893 

	 

	 

	 

	 


	 Cash at Beginning of Period 
	                     11,393 
	 

	                       2,500 

	 

	 

	 

	 


	 Cash at End of Period
	  $                   4,053 
	 

	  $                 11,393 

	 

	 

	 

	 


	 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	 

	 


	 Cash paid during period:
	 

	 

	 


	  Interest
	  $                 14,418 
	 

	  $                 22,026 

	  Franchise and Income Taxes
	  $                           - 
	 

	  $                           - 

	 

	 

	 

	 


	 

	 

	 

	 


	 The accompanying notes are an integral part of these financial statements.


 

 

 

 

 

 

 

 

 


 TOP SAIL PRODUCTIONS, LLC
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2012 AND 2011
  
 NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
 

 On May 10, 1999, the Top Sail Productions, LLC, the “Company”, a California limited liability company, entered in an operating agreement with its two members Chuck Gullo and Michelle Meena whereby both members would contribute $7,500 each. Of the net profits and losses, seventy-five percent (75%) shall be charged to Chuck Gullo and twenty-five percent (25%) to Michelle Meena.
 

 On May 11, 2013, the Company entered into a Members Interests Purchase Agreement with Primco Management Inc., (“PMCM”), a Delaware corporation, which is further described in Note 7. 
 

 The Company is a music production company and record label. The Company has a multi-year US distribution agreement through WEA, a Warner Music Group Company.     
  
 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
 Basis of presentation
  
 The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).  
 

 Use of estimates
  
 The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets, and related depreciation and amortization methods applied.
  
 Cash equivalents
  
 The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2012 and 2011, the Company had no cash equivalents.
  
 Fair value of financial instruments
  
 The Company adopted the provisions of FASB Accounting Standards Codification (“ASC”) 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements.
  
 The Fair Value Topic 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. It requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels.
  
 Fair value of financial instruments
  
 The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
  
 


 A) Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources;
  
 B) Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and
  
 C) Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate.
  
 Level 1:
 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. An active market for an asset or liability is a market in which transactions for the asset or liability occur with significant frequency and volume to provide pricing information on an ongoing basis.
  
 Level 2:
 Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
  
 Level 3:
 Unobservable inputs based on the Company’s assessment of the assumptions that are market participants would use in pricing the asset or liability.
  
 The Company did not record an intangible asset with respect to its music and prodution rights due to the uncertainty of realizing future revenues.
  
 Property and equipment
  
 Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of three (3) years for equipment, five (5) years for automobile, and seven (7) years for furniture and fixtures. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.
  
 Impairment of long-lived assets
  
 The Company follows paragraph 360-10-05-4 of the FASB ASC for its long-lived assets. The Company’s long-lived assets are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
  
 The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.
  
 As of December 31, 2012 and 2011, the Company has no long-lived assets.
  
 Commitments and contingencies
  
 The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
  
 


 Revenue recognition
  
 The Company follows paragraph 605-10-S99-1 of the FASB ASC for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured. In addition, the Company records allowances for accounts receivable that are estimated to not be collected.
  
 Income taxes
  
 The Company follows Section 740-10-30 of the FASB ASC, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
  
 The Company adopted section 740-10-25 of the FASB ASC (“Section 740-10-25”) with regards to uncertainty in income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
  
 Stock-based compensation
  
 In December 2004, the FASB issued FASB ASC No. 718, Compensation – Stock Compensation (“ASC No. 718”).  Under ASC No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans.  As such, compensation cost is measured on the date of grant at their fair value.  Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.  The Company applies this statement prospectively.
  
 Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC No. 718.  FASB ASC No. 505, Equity Based Payments to Non-Employees, defines the measurement date and recognition period for such instruments.  In general, the measurement date is when either (a) a performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB ASC.
  
 Net income (loss) per share
  
 The Company computes basic and diluted earnings per share amounts pursuant to section 260-10-45 of the FASB ASC. Basic earnings per share is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share is computed by dividing net income (loss) available to common shareholders by the diluted weighted average number of shares of common stock during the period. The 
 


 diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. 
  
 There were no potentially dilutive shares outstanding as of December 31, 2012 and 2011, respectively.
 

 Subsequent events
 

 The Company follows the guidance in Section 855-10-50 of the FASB ASC for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  
   
 Recently issued accounting pronouncements
  
 The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
 

 NOTE 3 – GOING CONCERN
 

 The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
 

 The Company has a minimum cash balance available for payment of ongoing operating expenses, has experienced losses from operations since inception, and it does not have a source of revenue sufficient to cover its operating costs. Its continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company.
 

 NOTE 4 – INVENTORY
 

 Inventory represents the finished cost of Top Sail Productions’ music CDs (including prepaid royalties to music artists) available for resale to consumers, less a reserve for defective CDs of $3,729. As of December 31, 2012 and 2011, the Company had net inventory balances of $8,438 and $14,591.
 

 NOTE 5 – INCOME TAX 
  
 Top Sail Productions, LLC, the Company, has elected to be taxed as a partnership whereby the income and losses of the Company flow through to its members. Therefore, the Company has not disclosed or recorded an income tax provision for financial statement purposes.
  
 NOTE 6 – MEMBERS’ EQUITY
  
 On May 30, 2013, Michelle Meena sold and transferred her Members Interest, consisting of twenty-five percent (25%) of the profit and losses, to Chuck Gullo.
  
 NOTE 7 – SUBSEQUENT EVENTS
 

 Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that other than listed below, no other material subsequent events exist.
 	
	 



 

 1.
 On May 30, 2013, the Company completed a Members Interest Purchase Agreement with Primco Management, Inc. (“PMCM”) whereby all the Members Interests in the Company were sold to PMCM in exchange for a total cash consideration of $440,000 and 15,000,000 restricted shares of common stock in PMCM. The Company’s sole member received an initial payment of $75,000 with the remaining balance paid 
 


 in installments until June 30, 2016.
 

 2.
 On May 30, 2013, Michelle Meena sold and transferred her Members Interest, consisting of twenty-five percent (25%) of the profit and losses, to Chuck Gullo.