Attached files
EXHIBIT 99.3
Pro-Forma Financial Information
The following unaudited pro-forma data provides the balance sheet as of December 31, 2018 and summarizes the result of the operations for the nine months ended September 30, 2019 as if the acquisition of Firetainment, Inc. had been completed on January 1, 2018. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2018.
Pro-Forma |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Consolidated Balance Sheets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| At September 30, 2019 |
| |||||||||||||
|
| Firetainment |
|
| Viabuilt |
|
| Pro-Forma Adjustments |
| (a) | Combined |
| ||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
| ||||
CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cash |
| $ | 30,340 |
|
| $ | - |
|
| - |
|
| $ | 30,340 |
| |
Accounts receivable, net |
|
| 17,038 |
|
|
| - |
|
| - |
|
|
| 17,038 |
| |
Inventory |
|
| 65,424 |
|
|
| - |
|
| - |
|
|
| 65,424 |
| |
Other current assets |
|
| 4,524 |
|
|
| - |
|
| - |
|
|
| 4,524 |
| |
Total Current Assets |
|
| 117,326 |
|
|
| - |
|
|
| - |
|
|
| 117,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS, NET |
|
| 76,019 |
|
|
| - |
|
|
| - |
|
|
| 76,019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
| $ | 193,345 |
|
| $ | - |
|
| - |
|
| $ | 193,345 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of credit - related party |
| $ | 119,790 |
|
| $ | - |
|
| $ | - |
|
| $ | 119,790 |
|
Related party advances |
|
| 471,150 |
|
|
| - |
|
|
| - |
|
|
| 471,150 |
|
Notes payable |
|
| 198,175 |
|
|
| - |
|
|
| - |
|
|
| 198,175 |
|
Finance lease liability, current portion |
|
| 13,405 |
|
|
| - |
|
|
| - |
|
|
| 13,405 |
|
Accounts payable |
|
| 78,674 |
|
|
| 12,705 |
|
|
| - |
|
|
| 91,379 |
|
Due to related party |
|
| - |
|
|
| 80,437 |
|
|
| (80,437 | ) |
|
| - |
|
Accrued expenses |
|
| 104,814 |
|
|
| 32,669 |
|
|
| - |
|
|
| 137,483 |
|
Total Current Liabilities |
|
| 986,008 |
|
|
| 125,811 |
|
|
| (80,437 | ) |
|
| 1,031,382 |
|
NON-CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance lease liability |
|
| 47,972 |
|
|
| - |
|
|
| - |
|
|
| 47,972 |
|
Derivative liability |
|
| - |
|
|
| 525,274 |
|
|
| - |
|
|
| 525,274 |
|
Convertible debt |
|
| - |
|
|
| 97,058 |
|
|
| - |
|
|
| 97,058 |
|
Total Long-Term Debt |
|
| 47,972 |
|
|
| 622,332 |
|
|
| - |
|
|
| 670,804 |
|
Total Liabilities |
|
| 1,033,980 |
|
|
| 748,143 |
|
|
| (80,437 | ) |
|
| 1,701,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
| 100 |
|
|
| 1,235 |
|
|
| 6,900 |
|
| 8,235 |
| |
Additional paid-in-capital |
|
| 124,000 |
|
|
| 123,870 |
|
|
| (799,711 | ) |
|
| (667,706 | ) |
Accumulated deficit |
|
| (964,735 | ) |
|
| (873,248 | ) |
|
| 873,248 |
|
|
| (964,735 | ) |
|
|
| (840,635 | ) |
|
| (748,143 | ) |
|
| 80,437 |
|
|
| (1,508,341 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT |
| $ | 193,345 |
|
| $ | - |
|
| - |
|
| $ | 193,345 |
|
(a) | On December 23, 2019, Viabuilt Ventures, Inc. completed a Share Exchange with Firetainment, Inc. As a result of the share exchange, Firetainment, Inc. became a wholly owned subsidiary of Viabuilt Ventures, Inc. As a result, the shareholders of Firetainment, Inc. owned a majority (85%) of the voting stock of Viabuilt Ventures, Inc. The transaction was regarded as a reverse merger whereby Firetainmnet, Inc. was considered to be the accounting acquirer as it retained control of Viabuilt Ventures, Inc. after the exchange. Although the Company is the legal parent company, the share exchange was treated as a recapitalization of Firetainmnet, Inc. Firetainment, Inc. is the continuing entity for financial reporting purposes. The Financial Statements have been prepared as if Firetainment, Inc. had always been the reporting company and then on the share exchange date, had changed its name and reorganized its capital stock. |
1 |
Pro-Forma
Consolidated Statements of Operations
(Unaudited)
|
| Nine months ended September 30, 2019 |
| |||||||||||||
|
| Firetainment Nine Months |
|
| Viabuilt Nine Months |
|
| Pro-Forma Adjustments |
| (b) | Combined |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenue |
| $ | 750,492 |
|
| $ | - |
|
|
| - |
|
| $ | 750,492 |
|
Cost of goods sold |
|
| 520,491 |
|
|
| - |
|
|
| - |
|
|
| 520,491 |
|
Gross profit |
|
| 230,001 |
|
|
| - |
|
|
| - |
|
|
| 230,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
| 158,485 |
|
|
| 22,297 |
|
|
| (22,297 | ) |
|
| 158,485 |
|
Selling expense |
|
| 19,133 |
|
|
| - |
|
|
| - |
|
|
| 19,133 |
|
Salaries and wages |
|
| 29,128 |
|
|
| - |
|
|
| - |
|
|
| 29,128 |
|
|
|
| 206,746 |
|
|
| 22,297 |
|
|
| (22,297 | ) |
|
| 206,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
| 23,255 |
|
|
| 22,297 |
|
|
| (22,297 | ) |
|
| 23,255 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income/ (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expenses |
|
| (57,671 | ) |
|
| (84,848 | ) |
|
| 84,848 |
|
|
| (57,671 | ) |
Other income (expense) |
|
| - |
|
|
| (26,627 | ) |
|
| 26,627 |
|
|
| - |
|
Total other income/ (expenses) |
|
| (57,671 | ) |
|
| (111,475 | ) |
|
| 111,475 |
|
|
| (57,671 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
| - |
|
|
| - |
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | (34,416 | ) |
| $ | (133,772 | ) |
| $ | 133,772 |
|
| $ | (34,416 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share - basic and diluted |
| $ | (344 | ) |
| $ | (0.11 | ) |
| $ | 0.11 |
| $ | (0.01 | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
during the year - basic and diluted |
|
| 100 |
|
|
| 1,179,848 |
|
|
|
|
|
| 7,003,383 |
|
(b) | The share exchange was treated as a recapitalization of Firetainment, Inc. and is the continuing entity for financial reporting purposes. The Financial Statements have been prepared as if Firetainment, Inc. had always been the reporting company and then on the share exchange date, had changed its name and reorganized its capital stock. |
2 |