Retrospettiva, Inc.

Unaudited Combined Pro Forma Financial Information

December 31, 2016

On March 17, 2017, AMMO, Inc. (formerly Retrospettiva, Inc.), a Delaware Corporation (the "PUBCO"), entered into a definitive agreement (the "Agreement") with Ammo, Inc., a Delaware Corporation ( "PRIVCO") under which  PUBCO acquired all of the outstanding shares of common stock of PRIVCO.  Under the terms of the Agreement, PUBCO purchased PRIVCO for 17,285,800 newly issued shares of common stock of the Company.

The unaudited combined pro forma statement of operations for the PUBCO, for the year ended December 31, 2016, and for PRIVCO, for the period from October 13, 2016 (inception) to December 31, 2016, give effect to the acquisition as if the transactions had taken place on January 1, 2017.  The unaudited combined balance sheet gives effect to the acquisition as if the transactions had taken place on December 31, 2016 and combines the PUBCO's and PRIVCO's audited balance sheets as of December 31, 2016.  The combination is being accounted for as a reverse merger whereby PRIVCO is the surviving entity.

These pro forma financial statements are provided for illustrative purposes and do not purport to represent  what the PUBCO's financial position would have been if such transactions had occurred on the above mentioned date.  These statements were prepared based on accounting principles generally accepted in the United States.  The use of estimates is required and actual results could differ from the estimates used.  PUBCO believes the assumptions used provide a reasonable basis for presenting the significant effects directly attributable to the acquisition.

Retrospettiva,

Ammo,

Pro Forma

Pro Forma

Inc.

Inc.

Adjustments

Combined

Assets

Current Assets:

Cash and cash equivalents

$

-

$

10,116

$

-

$

10,116

Vendor notes receivable, net of allowance for collection

-

2,585,000

-

2,585,000

    of $360,993

Vendor advances receivable

-

$

89,934

-

89,934

Inventory, at lower cost or market, principally first-in, first-out

-

219,105

-

219,105

Total Current Assets

-

2,904,155

-

2,904,155

Other Assets:

Licensing agreement, net of $-0- of accumulated amortization

-

125,000

-

125,000

Total Assets

$

-

$

3,029,155

$

-

$

3,029,155

Liabilities and Stockholders' Equity

Liabilities:

Accrued payables

$

575

$

57,995

$

(575

)

$

57,995

Convertible note payable, net of debt discount

-

1,518,750

-

1,518,750

Note payable - related party

-

960,000

-

960,000

Stock issuance liability

625,000

-

(625,000

)

-

Total liabilities

625,575

2,536,745

(625,575

)

2,536,745

Shareholders' Equity (Deficit):

Common Stock, $0.001 par value, 100,000,000 shares authorized

    577,056 and 16,355,377 issued and outstanding prior to and

577

-

15,754

-

      after reverse merger, respectively

500

-

-

(476

)

16,355

Common Stock, $0.001 par value, 100,000,000 shares authorized

-

-

    15,754,000 issued and outstanding

15,754

(15,754

)

Additional Paid in Capital

7,165,790

799,180

624,500

-

-

-

(7,791,942

)

-

-

-

575

-

-

-

476

798,579

Stock subscription receivable

-

(167,500

)

-

(167,500

)

Retained Deficit

(7,791,942

)

(155,024

)

7,791,942

(155,024

)

Total shareholders' equity (deficit)

(625,575

)

492,410

625,575

492,410

Total liabilities and shareholders' equity

$

-

$

3,029,155

$

-

$

3,029,155

Ammo, Inc.

Retrospettiva, Inc.

For period

Twelve months ended

October 13, 2016 (inception)

Pro Forma

Pro Forma

December 31, 2016

to December 31, 2016

Adjustments (e)

Combined

Revenue:

Gross Revenues

$

-

$

-

$

-

-

Operating Expenses:

Corporate General and Administrative

11,040

136,274

(11,040

)

136,274

Loss from operations

(11,040

)

(136,274

)

11,040

(136,274

)

Other income (expense)

Interest expense

(14,094

)

(18,750

)

14,094

(18,750

)

Financing Expense

(306,304

)

-

306,304

-

Income (loss) before income taxes

(331,438

)

(155,024

)

331,438

(155,024

)

Provision for Income Taxes

(2,050

)

-

2,050

-

New Income (loss)

$

(333,488

)

$

(155,024

)

$

333,488

$

(155,024

)

Loss per common share

$

(0.58

)

$

(0.01

)

$

-

$

(0.01

)

Weighted average common shares outstanding

577,056

15,754,000

-

16,355,377

NOTE 1--Basis of Presentation

 

The unaudited pro forma combined balance sheets and statements of operations are derived from the audited historical  financial statements of Retrospettiva, included in its annual report on Form 10-K for the year ended December 31, 2016, and Ammo's audited historical financial statement for the period ended December 31, 2016, included here in Form 8-K.  The unaudited combined balance sheets and statements of operations have been adjusted to reflect the purchase of Ammo by Retrospettiva and certain other events.  

These pro forma financial statements are provided for illustrative purposes and do not purport to represent  what the Company's financial position and results of operations would have been if such transactions had occurred on the above mentioned date.  These pro forma statements were prepared based on accounting principles generally accepted in the United States.  The use of estimates is required and actual results could differ from the estimates used.  The Company believes the assumptions used provide a reasonable basis for presenting the significant effects directly attributable to the acquisition. 

The following pro forma adjustments are incorporated into the unaudited combined pro forma balance sheet as of December 31, 2016 and the unaudited combined pro forma statement of operations for the period ended December 31, 2016. 

  (a)  To eliminate accrued payables

  (b)  Retrospettiva issues 500,000 shares of its common stock to satistify the $625,000 stock issuance liability.

  (c)  Controlling shareholders agreed to cancel 475,679 shares of the Company's common stock.

  (d)  To reclass Retrospettiva's retained deficit at December 31, 2016  so that only Ammo's retained deficit is carried forward.

  (e)  Eliminate Retrospettiva's 2016 operations.

  (f)   Reclass Ammo's common stock par value.

NOTE:  At March 17, 2017 the Company's outstanding common shares:

Ammo

     Ammo shares at December 31, 2016

15,754,000

15,754,000

     Retrospettiva shares at December 31, 2016

577,056

-

     Common Shares issued to satisfy issuance liability

500,000

-

     Retire Share

(475,679

)

-

                            Pro Forma shares December 31, 2016

16,355,377

15,754,000

     Ammo Shares issued in 2017

1,531,800

1,531,800

     Outstanding shares March 17, 2017

17,887,177

17,285,800

*

*  Number of outstanding common shares reported in the March 17, 2017

       "Shares Purchase Agreement".