Attached files
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EX-99.2 - EXHIBIT 99.2 - Cannabis Sativa, Inc. | cbds_ex99z2.htm |
EX-99.1 - EXHIBIT 99.1 - Cannabis Sativa, Inc. | cbds_ex99z1.htm |
8-K/A - 8-K/A - Cannabis Sativa, Inc. | cbds_8ka.htm |
Exhibit 99.3
Cannabis Sativa Inc. | ||||||
Unaudited ProForma Combined Balance Sheets | ||||||
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| CBDS June 30, 2017 | PrestoCorp June 30, 2017 | Pro Forma Adjustments | Ref | Pro Forma Balance |
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Assets |
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Cash |
| $441,469 | $45,612 |
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| $487,081 |
Accounts receivable |
| 2,128 | 1,500 |
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| 3,628 |
Inventory |
| 18,566 |
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| 18,566 |
Other current assets |
| 81,386 | 7,065 |
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| 88,451 |
Total Current Assets |
| 543,549 | 54,177 |
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| 597,726 |
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Equipment, net |
| 3,534 | 8,770 |
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| 12,304 |
Intangible assets |
| 3,217,011 |
| 5,463,000 | (1) | 8,680,011 |
Other long term assets |
| 50,742 |
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| 50,742 |
Total Assets |
| $3,814,836 | $62,947 | $5,463,000 |
| $9,340,783 |
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Liabilities and Stockholders' Equity (Deficit) |
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Current Liabilities |
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Accounts payable & accrued expenses |
| 715,347 | 36,149 |
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| 751,496 |
Income taxes payable |
| - | 3,998 |
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| 3,998 |
Related party payable |
| 302,793 | 4,226 |
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| 307,019 |
Total current liabilities |
| 1,018,140 | 44,373 |
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| 1,062,513 |
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Stockholders' Equity (Deficit) |
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Preferred Stock $0.001 par value; 5,000,000 shares authorized, |
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732,018 issued and outstanding |
| 732 |
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| 732 |
Common Stock, $0.0001 par value, 5,000 shares authorized, | - | - |
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issued and outstanding |
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Common Stock, $0.001 par value, 45,000,000 shares authorized, |
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19,255,796 issued and outstanding |
| 19,524 |
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| 19,524 |
Additional Paid in Capital |
| 65,751,392 | - | 2,351,574 | (3)(4) | 68,102,966 |
Retained earnings (accumulated deficit) |
| (63,154,146) | 18,574 | (18,574) | (4) | (63,154,146) |
Non-controlling Interest |
| 179,194 |
| 3,130,000 |
| 3,309,194 |
Total Stockholders' Equity (Deficit) |
| 2,796,696 | 18,574 | 5,463,000 | - | 8,278,270 |
Total Liabilities and Stockholders' Equity (Deficit) |
| $ 3,814,836 | $ 62,947 | $ 5,463,000 |
| $ 9,340,783 |
References (2017 Balance Sheet): | |
1. | Based on preliminary purchase price allocation to intangible assets |
2. | The purchase price includes an earn-out based on future performance of the Company with the |
| maximum amounts payable of $510,000 in 2019 and $510,000 in 2020 if certain revenue and income |
| milestones are achieved. |
3. | Estimated fair value of equiity issued in the purchase. Such valuation is pending final allocation. |
4. | Elimination of historical earnings of PrestoCorp to Paid-in-capital. |
Cannabis Sativa, Inc. |
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Unaudited ProForma Combined Statement of Income |
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For the Year Ended December 31, 2016 |
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| For the Year Ended December 31, 2016 | |||
| CBDS | PrestoCorp | Proforma Adjustments | Proforma Balance |
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Revenues | 29,168 | 517,474 |
| 546,642 |
Expenses | 3,183,767 | 494,707 | 300,000(1) | 3,978,474 |
Minority interest | (21,223) | - | (11,156)(2) | (32,379) |
Net Loss | $(3,133,376) | $22,767 | $(288,844) | $(3,399,453) |
Adjustments: |
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1.) To record amortization of PrestoCorp intangibles of $300,000 for the year. | |||||
2.) To eliminate the non-controlling interest in the net income for the year. |
Cannabis Sativa, Inc. |
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Unaudited ProForma Statement of Income |
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For the Six Months Ended June 30, 2017 |
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| CBDS June 30, 2017 | PrestoCorp June 30, 2017 | Proforma Adjustments | Proforma Balance |
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Revenues |
| 3,046 | 489,246 |
| 492,292 |
Expenses |
| 3,970,619 | 486,588 | 150,000(1) | 4,607,207 |
Loss attributable to minority interests | (39,758) | - | (1,303)(2) | (41,061) | |
Net Loss |
| $(3,927,815) | $2,658 | $(151,303) | $(4,076,459) |
Adjustments: |
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1.) To record amortization of tPrestoCorp intangibles of $150,000 for the six months plus $4,000 of interest | |||||
expense on a loan to Cannabis Sativa from a related party of $200,000. |
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2.) To eliminate the non-controlling interest in net income |
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