Attached files
| file | filename |
|---|---|
| 8-K/A - FORM 8-K/A - EVIO, INC. | sgby_8ka.htm |
| EX-99.1 - AUDITED FINANCIAL STATEMENTS - EVIO, INC. | sgby_ex991.htm |
EXHIBIT 99.2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On September 17, 2015 Signal Bay, Inc. ("SGBY" or the "Company") entered into a Share Exchange Agreement (the "Agreement") by and among the Company and CR Labs, Inc. ("CRLB") for eighty percent of the common stock of CR. Labs, Inc. ("CRLB").
The Unaudited Pro Forma Condensed Consolidated Financial Statements have been prepared for informational purposes only. The Unaudited Pro Forma Condensed Consolidated Balance Sheets and Statements of Operations include certain pro forma adjustments that do not reflect any operating efficiencies or inefficiencies that resulted from the purchase of CRLB. Thus, the pro forma data provided herein is not necessarily indicative of results that would have been achieved if the companies were combined during the periods presented in the pro forma presentation or results that the Company will experience in the future.
The historical financial information has been adjusted in the Unaudited Pro Forma Condensed Consolidated Financial Statements to demonstrate pro forma events that are (a) factually supportable, (b) directly attributed to the acquisition of CRLB by the Company, and (c) with respect to the statements of earnings, are expected to have a continuing impact on the combined results of SGBY and CRLB. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with (i) the historical consolidated financial statements and the accompanying notes to the financial statements of the Company, which are included in the Company's Form 10-K for the year ended September 30, 2014; (ii) the historical unaudited condensed consolidated financial statements of the Company included in Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015; (iii) and the audited financial statements for CRLB as of September 30, 2015 and 2014 and for the year ended September 30, 2015 and from inception April 30, 2014 to September 30, 2014 included in this Amendment No. 1 to Current Report on Form 8-K.
| 1 |
SIGNAL BAY, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2015
| Signal Bay |
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| CR Labs |
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| Adjustments |
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| Combined |
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ASSETS |
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Current Assets |
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Cash or cash equivalents |
| $ | 4,345 |
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| $ | 4,718 |
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| $ | 9,063 |
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Accounts receivable |
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| 4,900 |
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| 2,859 |
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| 7,759 |
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Total current assets |
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| 9,245 |
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| 7,577 |
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| 16,822 |
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Property, Plant and Equipment |
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Property, plant and equipment |
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| 105,690 |
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| 53,344 |
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| 159,034 |
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Accumulated Depreciation and Amortization |
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| (10,680 | ) |
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| (7,766 | ) |
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| (18,446 | ) | |
Total Property, Plant and Equipment |
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| 95,010 |
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| 45,578 |
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| 140,588 |
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Libra Wellness Center 4% ownership |
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| 40,000 |
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| - |
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| 40,000 |
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Intangible Assets |
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| - |
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| - |
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| 330,982 | <C> |
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| 330,982 |
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Goodwill |
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| - |
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| - |
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| 69,166 | <C> |
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| 69,166 |
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TOTAL ASSETS |
| $ | 144,255 |
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| $ | 53,155 |
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| $ | 597,558 |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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Liabilities |
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Current Liabilities |
| $ | 11,375 |
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| $ | 25,673 |
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| $ | 37,048 |
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Current Liabilities - Related Party |
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| 62,500 |
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| - |
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| 62,500 |
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Short-Term Notes Payable |
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| 40,000 |
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| 27,630 |
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| 67,630 |
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Total Liabilities |
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| 113,875 |
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| 53,303 |
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| 167,178 |
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Stockholders' Deficit |
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Class A Preferred Stock |
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| 184 |
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| - |
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| 184 |
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Class B Preferred Stock |
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| 500 |
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| - |
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| 500 |
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Common Stock |
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| 35,197 |
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| (23,001 | ) |
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| 23,001 | <A> |
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| 35,197 |
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Additional Paid In Capital |
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| 1,168,416 |
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| - |
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| 320,000 | <B> |
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| 1,488,416 |
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Non-controlling Ownership Interest |
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| - |
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| - |
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| 80,000 | <B> |
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| 80,000 |
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Accumulated Equity (Deficit) |
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| (1,173,917 | ) |
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| 22,853 |
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| (22,853 | ) <A> |
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| (1,173,917 | ) |
Total Stockholders' Equity (Deficit) |
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| 30,380 |
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| (148 | ) |
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| 430,380 |
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Total Liabilities and Stockholders' Equity (Deficit) |
| $ | 144,255 |
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| $ | 53,155 |
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| $ | 597,558 |
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See notes to unaudited pro forma condensed consolidated financial statements
| 2 |
SIGNAL BAY, INC. | ||||||||||||||||
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | ||||||||||||||||
NINE MONTHS ENDED JUNE 30, 2015 | ||||||||||||||||
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| Signal Bay, Inc. |
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| CR Labs, Inc. |
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| Pro Forma Adjustments |
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| Combined |
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Revenues |
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Testing Services |
| $ | - |
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| $ | 72,516 |
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| $ | 72,516 |
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Consulting Services |
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| 16,812 |
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| - |
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| 16,812 |
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Total Revenue |
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| 16,812 |
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| 72,516 |
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| 89,328 |
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Operating Expenses |
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SG&A |
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| 1,126,426 |
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| 40,306 |
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| 1,166,732 |
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Depreciation and Amortization |
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| 10,680 |
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| 5,322 |
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| 16,002 |
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Total Operating Expense |
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| 1,137,106 |
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| 45,628 |
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| 1,182,734 |
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Income (Loss) From Operations |
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| (1,120,294 | ) |
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| 26,888 |
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| (1,093,406 | ) | |
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Net Income (Loss) |
| $ | (1,120,294 | ) |
| $ | 26,888 |
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| $ | (1,093,406 | ) | |
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Basic and Diluted Net Income (Loss) Per Share |
| $ | (0.00 | ) |
| $ | 0.04 |
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| $ | (0.00 | ) | |
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Weighted Average Share Outstanding Basic and Diluted |
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| 323,902,484 |
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| 700,000 |
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| 39,300,000 |
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| 363,902,484 |
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See notes to unaudited pro forma condensed consolidated financial statements
| 3 |
SIGNAL BAY, INC. | ||||||||
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | ||||||||
FROM INCEPTION ON APRIL 30, 2014 THROUGH SEPTEMBER 30, 2014 |
| Signal Bay, Inc. |
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| CR Labs, Inc. |
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| Pro Forma Adjustments |
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| Combined |
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Revenues |
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Testing Services |
| $ | - |
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| $ | 21,570 |
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| $ | 21,570 |
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Consulting Services |
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| - |
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| - |
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| - |
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Total Revenue |
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| - |
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| 21,570 |
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| 21,570 |
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Operating Expenses |
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SG&A |
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| 53,623 |
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| 23,161 |
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| 76,784 |
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Depreciation and Amortization |
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| 0 |
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| 2,446 |
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| 2,446 |
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Total Operating Expense |
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| 53,623 |
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| 25,607 |
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| 79,230 |
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Loss From Operations |
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| (53,623 | ) |
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| (4,037 | ) |
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| (57,660 | ) | |
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Net Loss |
| $ | (53,623 | ) |
| $ | (4,037 | ) |
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| $ | (57,660 | ) | |
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Basic and Diluted Net Loss Per Share |
| $ | (0.00 | ) |
| $ | (0.01 | ) |
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| $ | (0.00 | ) | |
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Weighted Average Share Outstanding Basic and Diluted |
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| 290,144,844 |
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| 700,000 |
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| 39,300,000 |
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| 330,144,844 |
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See notes to unaudited pro forma condensed consolidated financial statements
| 4 |
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
June 30, 2015 and 2014
1. BASIS OF PRESENTATION:
The accompanying unaudited Pro Forma Statements of Operations for the period from inception August 29, 2014 through September 30, 2014, and for the nine months ended June 30, 2015, reflects the acquisition of CR Labs, Inc. ("CRLB") by the Signal Bay, Inc. ("Signal Bay") as if it had occurred from inception August 29, 2014 by combining the results of Signal Bay and CRLB for the period ended September 30, 2014 and for the nine months ended June 30, 2015.
The accompanying unaudited Pro Forma Balance Sheet as of June 30, 2015 gives effect to the purchase of CRLB by Signal Bay as of June 30, 2015 by combining the balance sheets of both Signal Bay and CRLB as of June 30, 2015. The CRLB June 30, 2015 were derived from the historical accounting records of CRLB.
2. PRO FORMA ADJUSTMENTS:
The Pro Forma Financial Statements are based on the historical financial statements of Signal Bay and CRLB. The adjustments that were made are based on the information that is available and certain assumptions. Thus, actual adjustments may differ from the pro forma adjustments. These Pro Forma Financial Statements attached hereto have been prepared using the acquisition method of accounting for the combination of Signal Bay and CRLB.
The adjustments made in the preparation of the Pro Forma Financial Statements are as follows:
(A) The elimination of CRLB's Stockholder's Equity
(B) Acquisition Funding
The CRLB acquisition was funded by the issuance of 40,000,000 shares of Signal Bay's common stock for $320,000. Signal Bay acquired 80% of CRLB via stock exchange, the original members of CRLB retained 20% ownership of CRLB.
(C) The preliminary allocation of the purchase price was based on estimates of the fair value of the assets and liabilities assumed. The valuation of net assets acquired is as follows:
Cash |
| $ | 4,718 |
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Account Receivable |
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| 2,859 |
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Property Plant and Equipment |
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| 45,578 |
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Intangible Assets |
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| 330,982 |
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Goodwill |
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| 69,166 |
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Accounts Payable and Accrued Liabilities |
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| (25,673 | ) |
Notes Payable |
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| (27,630 | ) |
| $ | 400,000 |
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5