Attached files
| file | filename |
|---|---|
| EX-99.1 - AUDITED FINANCIAL STATEMENTS - BASANITE, INC. | paym_ex99z1.htm |
| EX-23.1 - CONSENT - BASANITE, INC. | paym_ex23z1.htm |
| 8-K/A - CURRENT REPORT - BASANITE, INC. | paym_8k.htm |
EXHIBIT 99.2
PAYMEON, INC.
PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma consolidated financial statements give effect to the acquisition of Rockstar Acquisitions, LLC, (“Rockstar”) as of December 31, 2016 by Paymeon, Inc. (“Paymeon” and the “Company”) and are based on estimates and assumptions set forth herein and in the notes to such pro forma statements.
On February 21, 2017, Paymeon executed a membership interest purchase agreement to acquire 100% of the membership interest of Rockstar. In consideration of the acquisition of all of the issued and outstanding membership interest of Rockstar, Paymeon issued an aggregate of 95,500,000 restricted shares of its common stock to the members of Rockstar.
For accounting purposes, the transaction is recorded at historical cost in accordance with ASC 805-50-25-2 as this is considered an acquisition of entities under common control as the board of directors of Paymeon and of Rockstar are the same and control the activities of the respective companies.
The following unaudited pro forma consolidated statements of operations for the period November 18, 2016 (Inception) through December 31, 2016 of the Company and Rockstar gives effect to the above as if the transactions had occurred at the beginning of the period. The unaudited pro forma consolidated balance sheet at December 31 2016 assumes the effects of the above as if this transaction had occurred as of November 18, 2016.
The unaudited pro forma consolidated financial statements are based upon, and should be read in conjunctions with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2016.
The unaudited pro forma consolidated financial statements and notes thereto contained forward-looking statements that involve risks and uncertainties. Therefore, our actual results may vary materially from those discussed herein. The unaudited pro forma consolidated financial statements do not purport to be indicative of the results that would have been reported had such events actually occurred on the dates specified, nor is it indicative our future results.
PAYMEON, INC. AND SUBSIDIARIES
PRO-FORMA CONSOLIDATING BALANCE SHEETS
DECEMBER 31, 2016
|
| Paymeon, Inc. |
|
| Rockstar Acquisitions, LLC |
|
|
| Pro-Forma Adjustments |
|
| Pro-Forma Balance |
| ||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cash |
| $ | 10,341 |
|
| $ | 77,997 |
|
|
| $ | - |
|
| $ | 88,338 |
|
Inventory |
|
| 11,916 |
|
|
| - |
|
|
|
| - |
|
|
| 11,916 |
|
Prepaid expenses |
|
| 48,362 |
|
|
| - |
|
|
|
| - |
|
|
| 48,362 |
|
Other current assets |
|
| 1,194 |
|
|
| - |
|
|
|
| - |
|
|
| 1,194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
| 71,813 |
|
|
| 77,997 |
|
|
|
| - |
|
|
| 149,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
Deposits |
|
| 12,397 |
|
|
| - |
|
|
|
| - |
|
|
| 12,397 |
|
Computer equipment, leasehold improvements and website costs, net |
|
| 227,397 |
|
|
| - |
|
|
|
| - |
|
|
| 227,397 |
|
Intangible Assets |
|
| - |
|
|
| 497,260 |
|
|
|
| - |
|
|
| 497,260 |
|
|
|
| 239,794 |
|
|
| 497,260 |
|
|
|
| - |
|
|
| 737,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 311,607 |
|
| $ | 575,257 |
|
|
| $ | - |
|
| $ | 886,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
| $ | 333,938 |
|
| $ | 12,585 |
|
|
| $ | - |
|
| $ | 346,523 |
|
Due to related party |
|
| 56,635 |
|
|
| 500,000 |
|
|
|
| - |
|
|
| 556,635 |
|
Customer deposits |
|
| 34,634 |
|
|
| - |
|
|
|
| - |
|
|
| 34,634 |
|
Accrued expenses |
|
| 1,058,446 |
|
|
| - |
|
|
|
| - |
|
|
| 1,058,446 |
|
Notes Payable |
|
| 2,000 |
|
|
| - |
|
|
|
| - |
|
|
| 2,000 |
|
Purchase order financing |
|
| 1,885 |
|
|
| - |
|
|
|
| - |
|
|
| 1,885 |
|
Purchase order financing - related party, net |
|
| 4,000 |
|
|
| - |
|
|
|
| - |
|
|
| 4,000 |
|
Note payable - convertible |
|
| 300,000 |
|
|
| - |
|
|
|
| - |
|
|
| 300,000 |
|
Notes Payable related party- convertible (net of discount and notes receivable of $100,134 |
|
| 600,414 |
|
|
| - |
|
|
|
| - |
|
|
| 600,414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
| 2,391,952 |
|
|
| 512,585 |
|
|
|
| - |
|
|
| 2,904,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficiency: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members' interests |
|
| - |
|
|
| 588,774 |
| (1) |
|
| (588,774 | ) |
|
| - |
|
Preferred stock |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
| - |
|
Common stock |
|
| 17,180 |
|
|
|
|
| (1) |
|
| 95,500 |
|
|
| 112,680 |
|
Additional paid-in capital |
|
| 9,666,562 |
|
|
| - |
| (1) |
|
| 493,274 |
|
|
| 10,159,836 |
|
Accumulated deficit |
|
| (11,764,087 | ) |
|
| (526,102 | ) |
|
|
| - |
|
|
| (12,290,189 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’ deficiency |
|
| (2,080,345 | ) |
|
| 62,672 |
|
|
|
| 588,774 |
|
|
| (2,017,673 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 311,607 |
|
| $ | 575,257 |
|
|
| $ | 588,774 |
|
| $ | 886,864 |
|
PAYMEON, INC. AND SUBSIDIARIES
PROFORMA CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2016
|
| Paymeon, Inc. |
|
| Rockstar Acquisitions, LLC (1) |
|
| Pro-Forma Adjustments |
|
| Pro-Forma Amount |
| ||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Products Sales - Clothing |
|
| 102,186 |
|
|
| - |
|
|
|
|
|
| 102,186 |
| |
Products Sales - Bicycles |
|
| 292,033 |
|
|
| - |
|
|
| - |
|
|
| 292,033 |
|
Total revenue |
|
| 394,219 |
|
|
| - |
|
|
| - |
|
|
| 394,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products sold - Clothing |
|
| 66,836 |
|
|
| - |
|
|
| - |
|
|
| 66,836 |
|
Cost of products sold - Bicycles |
|
| 187,386 |
|
|
| - |
|
|
| - |
|
|
| 187,386 |
|
Total cost of goods sold |
|
| 254,222 |
|
|
| - |
|
|
| - |
|
|
| 254,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit |
|
| 139,997 |
|
|
| - |
|
|
| - |
|
|
| 139,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees |
|
| 137,462 |
|
|
| - |
|
|
| - |
|
|
| 137,462 |
|
Payroll and payroll taxes |
|
| 311,311 |
|
|
| - |
|
|
| - |
|
|
| 311,311 |
|
Consulting expense |
|
| 1,097,407 |
|
|
| 469,410 |
|
|
| - |
|
|
| 1,566,817 |
|
General and administrative |
|
| 939,060 |
|
|
| 46,692 |
|
|
| - |
|
|
| 985,752 |
|
Total operating expenses |
|
| 2,485,240 |
|
|
| 516,102 |
|
|
| - |
|
|
| 3,001,342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from operations |
|
| (2,345,243 | ) |
|
| (516,102 | ) |
|
| - |
|
|
| (2,861,345 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on conversion of debt |
|
| (1,078,232 | ) |
|
| - |
|
|
| - |
|
|
| (1,078,232 | ) |
Gain on sale of investment |
|
| 30,000 |
|
|
| - |
|
|
| - |
|
|
| 30,000 |
|
Interest on judgement |
|
| (18,521 | ) |
|
| - |
|
|
| - |
|
|
| (18,521 | ) |
Interest expense |
|
| (285,457 | ) |
|
| - |
|
|
| - |
|
|
| (285,457 | ) |
Impairment of investments |
|
| - |
|
|
| (10,000 | ) |
|
| - |
|
|
| (10,000 | ) |
Total other expenses |
|
| (1,352,210 | ) |
|
| (10,000 | ) |
|
|
|
|
|
| (1,362,210 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before provision for income taxes |
|
| (3,697,453 | ) |
|
| (526,102 | ) |
|
| - |
|
|
| (4,223,555 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | (3,697,453 | ) |
| $ | (526,102 | ) |
| $ | - |
|
| $ | (4,223,555 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted shares outstanding |
|
| 14,447,469 |
|
|
| 95,550,000 |
|
|
|
|
|
|
| 109,997,469 |
|
Net Loss per share |
| $ | (0.26 | ) |
| $ | (0.01 | ) |
|
|
|
|
| $ | (0.04 | ) |
———————
(1) Includes operations of Rockstar Acquisitions, LLC from November 18, 2016 (Inception) to December 31, 2016
FOOTNOTES TO PROFORMA FINANCIAL STATEMENTS
1.
Basis of Presentation
The pro forma consolidated balance sheet as of December 31, 2016, and the pro forma consolidated statement of operations for the year ended December 31, 2016 were derived from and should be read in conjunction with the Form 10-K of Paymeon, Inc. for the year ended December 31, 2016, filed on April 26, 2017.
·
The unaudited pro forma consolidated balance sheet reflects results as though the Asset Sale closed on November 18, 2016 (Inception).
The unaudited pro forma financial information is for informational purposes only and does not purport to present what our results would have been had these transactions actually occurred on the dates presented or to project our results of operations or financial position for any future period.
Effective February 21, 2017, PayMeOn, Inc. (“PayMeOn”) executed a membership interest purchase agreement to acquire 100% of the membership interests of Rockstar Acquisitions, LLC (“Rockstar”). In consideration of the acquisition of all of the issued and outstanding membership interests of Rockstar, PayMeOn issued an aggregate of 95,500,000 restricted shares of its common stock to the members of Rockstar. For accounting purposes the transaction is recorded at historical cost in accordance with ASC 805-50-25-2 as this is considered an acquisition of entities under common control as the board of directors of PayMeOn and of Rockstar are the same and control the activities of the respective companies.
The following are the Proforma adjusting entries:
(1) |
|
|
|
|
|
| ||
Cash |
| $ | 1,000,000 |
|
|
|
| |
Members' interests |
| $ | 588,774 |
|
|
|
| |
Common Stock |
|
|
|
|
| $ | 95,500 |
|
Additional paid in capital |
|
|
|
|
| $ | 1,493,274 |
|
To record the share exchange of 95,500,000 units of Rockstar Acquisitions, LLC for 95,500,000 shares of common stock of Paymeon, Inc. as well as the receipt of $1,000,000 for the sale of membership interests in January 2017.