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NEWBRIDGE GLOBAL VENTURES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

NOTE 1 — BACKGROUND OF INFORMATION AND BASIS OF PRESENTATION

The 31,000,000 shares issued to the Consortium represented 76% of the 40,904,589 shares of the Company’s common stock issued and outstanding immediately following the July 14 Acquisitions. In addition, three of the four board members were replaced by the sellers at the Close. Due to the relative size of the Consortium compared to the Company prior to the Closing and the change in control of the Company, the July Acquisitions were considered a reverse acquisition and the Consortium is the acquirer for accounting purposes.  The historical financial statements are of the Consortium.

On September 12, 2018, NewBridge provided Roots notice of termination of the Roots Agreement pursuant to Section 10.01 of the Roots Nursery, Inc. Share Exchange and Purchase Agreement (the “Termination Agreement”), effective immediately.  Pursuant to the Termination Agreement, the Company cancelled a total of 9,850,000 shares of Common Stock issued in connection with the July 14 Closing.  On the same day, the Company issued a total of 9,850,000 shares to acquire East 10^th Street LLC, a California limited liability real estate company, for 2,925,000 shares of the Company’s common stock and the rights to certain trademarks, logos, business operating procedures, marketing material and future plans for a tissue culture lab and cloning operations for 6,925,000 shares of the Company’s common stock.  These assets were acquired from Sam Mac and Eric Tran, respectively, both directors and principal shareholders in the Company.  

The unaudited pro forma combined balance sheet as of June 30, 2018, combines the unaudited consolidated balance sheets of the Company and NewBridge on June 30, 2018, and gives effect to the Acquisition as if it had occurred on June 30, 2018.

The unaudited pro forma combined statement of operations for the six months ended June 30, 2018 combines the unaudited results of operations of the Company and NewBridge to give the effect as if the Acquisition occurred the first day of the period presented (January 1, 2018). The pro forma combined statement of operations for the twelve months ended December 31, 2017, combines the audited consolidated statements of operations of the Company for the twelve months fiscal year ended December 31, 2017, with the audited combined statement of operations of NewBridge for the twelve months ended December 31, 2017, to give the effect as if the Acquisition occurred the first day of the period presented (January 1, 2017).

NOTE 2 – PRO FORMA ADJUSTMENTS

The pro forma financial statements have been prepared as if the acquisition was completed on January 1, 2018 and January 1, 2017 for annual pro formas and reflects the following pro forma adjustment:

(a)To record the goodwill on NewBridge at the time of the acquisition, to eliminate the accumulated deficit of NewBridge incurred before the reverse acquisition, and to adjust members’ capital to zero. The goodwill was calculated as the total consideration of $8,418,901 plus the net liabilities assumed of $827,052.  The total consideration is the total value of the Company immediately following the acquisition of $34,768,901 (40,904,589 shares x $0.85 share price) multiplied by the  

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percent ownership given up by the Consortium (24.2%).  

Dr. Goodwill$9,245,953 

Dr. Members’ capital$2,037,063 

    Cr. Common stock                      $        3,100

    Cr. Additional paid-in capital     $  1,091,058

    Cr. Accumulated deficit     $10,188,858 

(b)To record the issuance of 31,000,000 shares as part of the acquisition. 

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