Attached files
| file | filename |
|---|---|
| 8-K/A - AMENDMENT TO FORM 8-K - GROW SOLUTIONS HOLDINGS, INC. | f8k051315a1_growsolutions.htm |
| EX-99.1 - AUDITED CONSOLIDATED BALANCE SHEET OF ONE LOVE GARDEN SUPPLY AS OF DECEMBER 31, 2014 AND DECEMBER 31, 2013 - GROW SOLUTIONS HOLDINGS, INC. | f8k051315a1ex99i_growsolut.htm |
| EX-23.1 - CONSENT OF KLJ & ASSOCIATES LLP - GROW SOLUTIONS HOLDINGS, INC. | f8k051315a1ex23i_growsolut.htm |
Exhibit 99.2
| GROW SOLUTIONS HOLDINGS, INC |
| PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS |
| INTRODUCTORY NOTE |
Effective May 13, 2015 (the “Closing Date”), Grow Solutions Holdings, Inc., a Nevada corporation (the “Company”) entered into an Acquisition Agreement and Plan of Merger (the “OneLove Agreement’) with Grow Solutions Acquisition LLC, a Colorado limited liability company and a wholly owned subsidiary of the Company (“Grow Solutions Acquisition”), One Love Garden Supply LLC, a Colorado limited liability company (“OneLove”), and all of the members of OneLove (the “Members”).
On the Closing Date, OneLove merged with Grow Solutions Acquisition and became a wholly owned subsidiary of the Company (the “Merger”). Under the terms of the OneLove Agreement, the Members received (i) 1,450,000 shares of the Company’s common stock (the “Equity”), (ii) Two Hundred Thousand Dollars (US$200,000) (the “Cash”), and (iii) a cash flow promissory note in the aggregate principal amount of $50,000 issued by OneLove in favor of the Members (the “Cash Flow Note”), whereby each fiscal quarter, upon the Company recording on its financial statements $40,000 in US GAAP Net Income (“Net Income”) from sales of the Company’s products (the “Net Income Threshold”), the Company shall pay to the Members 33% of the Company’s Net Income generated above the Net Income Threshold. The aforementioned obligations owed under the Cash Flow Note shall extinguish upon the earlier of (i) payment(s) by Company in an amount equal to $50,000 in the aggregate or (ii) May 5, 2016 (collectively, the Cash Flow Note, the Equity, and the Cash, the “Consideration”). The Consideration provided to the Members was in exchange for all of the issued and outstanding membership interests of OneLove. Following the Closing Date, OneLove’s business was acquired by the Company and the Company’s management assumed control of the management of OneLove with the former managing members of OneLove resigning from OneLove upon closing of the OneLove Agreement.
The following unaudited pro forma condensed combined balance sheet as of December 31, 2014 combines the unaudited condensed balance sheet of each of the entities as of December 31, 2014.
The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014 combines the statement of operations of each of the entities for the year ended December 31, 2014, giving effect to the transactions described in the Merger Agreement as if they had occurred on January 1, 2014.
The pro forma adjustments give effect to events that are directly attributable to the transactions discussed above, that have a continuing impact on the operations of the Company, and are based on available data and certain assumptions that management believes are factually supportable.
We are providing this information to aid you in your analysis of the financial aspects of the acquisition. The unaudited pro forma condensed combined financial statements described above should be read in conjunction with the historical financial statements of each Company and the related notes thereto contained elsewhere in this filing. The pro forma adjustments and the unaudited pro forma information are not necessarily indicative of the financial position or results of operations that may have actually occurred had the merger taken place on the dates noted, or of the future financial position or operating results of the Company.
| Grow Solutions Holdings, Inc | ||||||||||||||
| Pro Forma Consolidated Balance Sheet | ||||||||||||||
| December 31, 2014 |
| One Love Garden Supply | Grow Solutions, Inc. | Grow Solutions Holdings, Inc | Adjustment | Consolidated | ||||||||||||||||
| Assets | ||||||||||||||||||||
| Current Assets | ||||||||||||||||||||
| Cash | $ | 16,830 | $ | 452,275 | $ | — | $ | (200,000 | ) | $ | 269,105 | |||||||||
| Accounts receivable, net | 8,800 | — | — | 8,800 | ||||||||||||||||
| Notes receivable | — | — | ||||||||||||||||||
| Inventories, net | 163,212 | 20,050 | — | 183,262 | ||||||||||||||||
| Total Current Assets | 188,842 | 472,325 | — | (200,000 | ) | 461,167 | ||||||||||||||
| Property and Equipment, net | 1,611 | — | — | — | 1,611 | |||||||||||||||
| Intangible assets, net | 307 | — | — | — | 307 | |||||||||||||||
| Total Assets | $ | 190,760 | $ | 472,325 | $ | — | $ | (200,000 | ) | $ | 463,085 | |||||||||
| Liabilities and Stockholders' Equity (Deficit) | ||||||||||||||||||||
| Current Liabilities: | ||||||||||||||||||||
| Accounts payable | $ | 43,729 | $ | — | $ | 7,313 | $ | — | $ | 51,042 | ||||||||||
| Accrued Expenses | 11,991 | 93,234 | 1,804 | — | 107,029 | |||||||||||||||
| Notes to Members | — | — | — | 50,000 | 3 | 50,000 | ||||||||||||||
| Notes Payable | 20,000 | — | 90,000 | — | 110,000 | |||||||||||||||
| Total Liabilities | 75,720 | 93,234 | 99,117 | 50,000 | 318,071 | |||||||||||||||
| Stockholders' Equity | ||||||||||||||||||||
| Preferred stock, par $0.001, 25,000,000 shares authorized, no shares issued and outstanding | — | — | ||||||||||||||||||
| Common stock, par $0.001, 100,000,000 shares authorized, 51,841,612 issued and outstanding | 46,255 | 419 | 5,167 | 1 | 51,841 | |||||||||||||||
| Additional paid in capital | 485,745 | 7,322,744 | (7,669,978 | ) | 1,2,3 | 138,511 | ||||||||||||||
| Retained earnings/deficit | 115,040 | (152,909 | ) | (7,422,280 | ) | 7,414,811 | 1,2 | (45,338 | ) | |||||||||||
| Total member's equity/stockholders' deficit | 115,040 | 379,091 | (99,117 | ) | (250,000 | ) | 145,014 | |||||||||||||
| Total Liabilities and Equity /Deficit | $ | 190,760 | $ | 472,325 | $ | — | $ | (200,000 | ) | $ | 463,085 | |||||||||
See accompanying notes to the pro forma consolidated financial statements
| 2 |
Grow Solutions Holdings, Inc
Statements of Operations
For the Year Ended December 31, 2014
| One Love Garden Supply | Grow Solutions, Inc. | Grow Solutions Holdings, Inc | Adjustment | Consolidated | ||||||||||||||||
| Net Sales | $ | 942,960 | $ | — | $ | — | $ | 942,960 | ||||||||||||
| Cost of goods sold | 678,548 | — | — | — | 678,548 | |||||||||||||||
| Gross profit | 264,412 | — | — | — | 264,412 | |||||||||||||||
| Selling, general and administrative | 250,776 | 152,959 | 7,419 | — | 411,154 | |||||||||||||||
| Income (loss) from operations | 13,636 | (152,959 | ) | (7,419 | ) | — | (146,742 | ) | ||||||||||||
| Other income (expense) | ||||||||||||||||||||
| Interest Expense | (50 | ) | — | — | — | (50 | ) | |||||||||||||
| Other Income | 1,968 | — | — | — | 1,968 | |||||||||||||||
| Total Other income (expense) | 1,918 | — | — | — | 1,918 | |||||||||||||||
| Net income (loss) | $ | 15,554 | $ | (152,959 | ) | $ | (7,419 | ) | $ | — | $ | (144,824 | ) | |||||||
See accompanying notes to the pro forma consolidated financial statements
| 3 |
| PEERLOGIX, INC |
| NOTES TO THE PRO FORMA UNAUDITED COMBINED FINANCIAL STATEMENTS |
Note 1 – Merger Transaction
On the Closing Date, OneLove merged with Grow Solutions Acquisition and became a wholly owned subsidiary of the Company. Under the terms of the OneLove Agreement, the Members received (i) 1,450,000 shares of the Company’s common stock, (ii) Two Hundred Thousand Dollars (US$200,000), and (iii) a cash flow promissory note in the aggregate principal amount of $50,000 issued by OneLove in favor of the Members, whereby each fiscal quarter, upon the Company recording on its financial statements $40,000 in US GAAP Net Income from sales of the Company’s products , the Company shall pay to the Members 33% of the Company’s Net Income generated above the Net Income Threshold. The aforementioned obligations owed under the Cash Flow Note shall extinguish upon the earlier of (i) payment(s) by Company in an amount equal to $50,000 in the aggregate or (ii) May 5, 2016. The Consideration provided to the Members was in exchange for all of the issued and outstanding membership interests of OneLove. Following the Closing Date, OneLove’s business was acquired by the Company and the Company’s management assumed control of the management of OneLove with the former managing members of OneLove resigning from OneLove upon closing of the OneLove Agreement.
Note 2 – Pro Forma Adjustments
| 1. | Effectively gives rise to the shares issuances to effectuate the transaction, |
| 2. | Closes out prior period deficits to paid in capital, |
| 3. | Records the payment of cash to members and the recognition of the cash flow note per the agreement. |