CervoMed (CRVO) 8-K Entry into a Material Definitive Agreement

Exhibit 99.2

The following pro forma financial information has been prepared as if the Mergers (as defined in this Report on Form 8-K) occurred on: September 30, 2013 for the Pro Forma Statement of Financial Position, September 30, 2013 on page 2 of this Exhibit; on January 1, 2013 for the Pro Forma Statement of Income for the Nine Months Ended September 30, 2013 on page 3 of this Exhibit; and on January 1, 2012 for the Pro Forma Statement of Income for the Year Ended December 31, 2012 on page 4 of this Exhibit.

The information in these pro forma financials for Hygeia and Canterbury has been derived from the audited financial statements for the year ended December 31, 2012 and the unaudited financial statements for the nine months ended September 30, 2013. The information in these pro forma financials for Stratus has been derived from the audited financial statements for the year ended December 31, 2012 and the unaudited financial statements for the nine months ended September 30, 2013.

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Stratus Media Group, Inc., Hygeia Therapeutics, Inc. and Canterbury Laboratories, LLC

Pro Forma Statement of Financial Position

September 30, 2013

	September 30, 2013
	Stratus Media			Hygeia/			Pro Forma			Pro Forma
	Group			Canterbury			Adjustments			Combined
ASSETS
Current assets
Cash and equivalents	$	255,596		$	129,672		$	–		$	385,268
Accounts receivable		53,013			23,655			–			76,668
Prepaid expenses and deposits		2,901,438			–			–			2,901,438
Total current assets		3,210,047			153,327			–			3,363,374
Property and equipment, net		24,461			7,446			–			31,907
Goodwill								8,672,656	(a)		8,672,656
Intangible assets		–			132,571			7,646,429	(b)		7,779,000
Total assets	$	3,234,508		$	293,344		$	16,319,085		$	19,846,937
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	1,540,706		$	291,647		$	–		$	1,832,353
Deferred salary		1,425,365			–			–			1,425,365
Accrued interest		207,593			20,267			–			227,860
Other accrued expenses and other liabilities		2,350,011			73,974			–			2,423,985
Amounts payable to officers		211,358			26,902			–			238,260
Advances from Stockholder/member		–			62,814						62,814
Rent liability for facilities no longer occupied		1,260,644			–			–			1,260,644
Notes payable		2,575,002			–			–			2,575,002
Total current liabilities		9,570,679			475,604			–			10,046,283
Long-term liabilities - convertible notes payable		–			715,000			–			715,000
Deffered tax liability		–			–			3,000,576	(c)		3,000,576
Total long-term liabilities		–			715,000			3,000,576			3,715,576
Commitments and contingencies
Stockholders' deficit
Series C 10% Preferred Stock, $0.001 par value: 1,000,000 shares authorized, 0 shares issued and outstanding		–			–			–			–
Series D 10% Preferred Stock, $0.001 par value: 500,000 shares authorized, 0 shares issued and outstanding		–			–			–			–
Series E 5% Preferred Stock, $0.001 par value: 10,000 shares authorized, 0 shares issued and outstanding		–			–			–			–
Hygeia Series A convertible preferred stock, par value $0.0001: 42,000,000 shares authorized, 20,000,064 shares issued and outstanding		–			2,000			(2,000)	(d)		–
Canterbury Series A convertible preferred units: 91,000,000 shares authorized, 53,745,298 units issued and outstanding		–			–			–			–
Canterbury common units, 106,000,000 units authorized,: 7,774,260 units issued and outstanding		–			–			–			–
Canterbury profit units.  Authorized 7,341,880 units: 2,349,965, units issued and outstanding		–			–			–			–
Common stock, $0.001 par value: 1,000,000,000 shares authorized		420,966			1,012			114,000	(e)		535,978
Additional paid-in capital		53,256,628			2,086,416			10,219,821	(f)		65,562,865
Accumulated deficit		(59,966,621	)		(2,986,688	)		2,986,688	(g)		(59,966,621	)
Total Stratus stockholders' deficit		(6,289,027	)		(897,260	)		13,318,509			6,132,222
Non-controlling interest/(deficit)		(47,144	)		–			–			(47,144	)
Total stockholders' deficit		(6,336,171	)		(897,260	)		13,318,509			6,085,078
Total liabilities and stockholders' deficit	$	3,234,508		$	293,344		$	16,319,085		$	19,846,937

____________

(a) Total consideration of $12,421,249 using the closing stock price at September 30, 2013 of $0.108 times 115,011,163 shares issued for the Mergers, less $7,634,644 adjustment based on preliminary allocation to intangible assets, plus deferred tax liability of $3,053,858, plus net assets acquired of $839,264.

(b) To increase the carrying value of Yale License to estimated value of $7,779,000 based on the preliminary allocation, less $144,356 book value of the Yale License.

(c) Fair value of patents of $ 7,779,000 less book value of $144,356 tax effected for combined Federal and state taxes.

(d) To eliminate Canterbury Series A convertible preferred units.

(e) To account for $115,012 for 115,011,563 shares issued for the Mergers less $1,012 to eliminate common stock of Hygeia.

(f) Includes $12,421,249 fair value of shares issues less $115,012 par value of common stock less elimination of additional paid in capital of Canterbury and Hygeia $ 2,132,627, less $115,012 for the issuance of shares for the Mergers.

(g) Elimination of accumulated deficit of $2,986,688 for Hygeia and Canterbury.

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Stratus Media Group, Inc., Hygeia Therapeutics, Inc. and Canterbury Laboratories, LLC

Pro Forma Statement of Income

For the Nine Months Ended September 30, 2013

	Nine Months Ended September 30, 2013
	Stratus Media			Hygeia/			Pro Forma			Pro Forma
	Group			Canterbury			Adjustments			Combined
Revenues	$	71,667		$	127,167		$	–		$	198,834
Cost of revenues		–			89,387			–			89,387
Gross profit		71,667			37,780			–			109,447
Operating expenses
General and administrative		1,766,561			210,359			340,007	(a)		2,316,927
Impairment of intangible assets		1,935,621			–			–			1,935,621
Warrants, options and stock		4,238,650			–			–			4,238,650
Fair value of common stock exchanged for warrants		3,069,792			–			–			3,069,792
Legal and professional services		1,010,415			329,224			–			1,339,639
Research and development		–			20,668			–			20,668
Depreciation and amortization		24,577			33,808			560,457	(b)		618,842
Total operating expenses		12,045,616			594,059			900,464			13,540,139
Loss from operations		(11,973,949	)		(556,279	)		(900,464	)		(13,430,692	)
Other (income)/expenses
(Gain)/loss on adjustments to fair value of derivative liability		(8,980,077	)		–			–			(8,980,077	)
Gain on extinguishment of derivative liability		(1,409,530	)		–			–			(1,409,530	)
Other (income)/expenses		(54,498	)		–			–			(54,498	)
Interest expense		152,778			20,267			–			173,045
Total other (income)/expenses		(10,291,327	)		20,267			–			(10,271,060	)
Net loss		(1,682,622	)		(576,546	)		(900,464	)		(3,159,632	)
Net loss attributed to non-controlling interests		28,065			–			–			28,065
Net loss attributed to Stratus Media Group		(1,654,557	)		(576,546	)		(900,464	)		(3,131,567	)
Preferred dividends		171,625			–			–			171,625
Net income/(loss) attributable to Stratus Media
Group common shareholders	$	(1,826,182	)	$	(576,546	)	$	(900,464	)	$	(3,303,192	)
Basic and diluted earnings per share	$	(0.01	)							$	(0.01	)
Basic and fully-diluted weighted average shares outstanding		264,660,276						115,011,563	(c)		379,671,839

(a)	Additional salaries and related taxes that would be due under employment contracts for two officers for nine months ended September 30, 2013.
(b)	Nine months of amortization of the initial $7,779,000 value for Yale Patents, based on preliminary allocations, that is being amortized over the average 132 month remaining life of the patents.
(c)	Shares issued for Mergers with Canterbury and Hygeia.

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Stratus Media Group, Inc., Hygeia Therapeutics, Inc. and Canterbury Laboratories, LLC

Pro Forma Statement of Income

For the Year Ended December 31, 2012

	Year Ended December 31, 2012
	Stratus Media			Hygeia/			Pro Forma			Pro Forma
	Group			Canterbury			Adjustments			Combined
Revenues	$	374,542		$	246,731		$	–		$	621,273
Cost of revenues		235,803			123,374			–			359,177
Gross profit		138,739			123,357			–			262,096
Operating expenses
General and administrative		4,570,162			324,261			396,626	(a)		5,291,049
Impairment of intangible assets		1,423,844			–			–			1,423,844
Warrants, options and stock		3,643,662			–			–			3,643,662
Legal and professional services		2,258,898			77,965			–			2,336,863
Research and development		–			–			–			–
Depreciation and amortization		34,043			17,196			747,276	(b)		798,515
Total operating expenses		11,930,609			419,422			1,143,902			13,493,933
Loss from operations		(11,791,869	)		(296,065	)		(1,143,902	)		(13,231,837	)
Other (income)/expenses
Fair value of derivative liabilities in excess of proceeds		408,501			–			–			408,501
(Gain)/loss on adjustments to fair value of   derivative liability		(6,907,748	)		–			–			(6,907,748	)
Other (income)/expenses		379,188			–			–			379,188
Present value of remaining lease payments for facilities no longer occupied		1,010,111			–			–			1,010,111
Interest expense		167,894			–			–			167,894
Total other (income)/expenses		(4,942,054	)		–			–			(4,942,054	)
Net loss		(6,849,815	)		(296,065	)		(1,143,902	)		(8,289,783	)
Preferred dividends		497,167			–			–			497,167
Net income/(loss) attributable to Stratus Media Group common shareholders	$	(7,346,982	)	$	(296,065	)	$	(1,143,902	)	$	(8,786,950	)
Basic and diluted earnings per share	$	(0.08	)							$	(0.04	)
Basic and fully-diluted weighted average shares outstanding		89,534,257						115,011,563	(c)		204,545,820

(a) Additional salaries and related taxes that would be due under employment contracts for two officers for the year ended December 31, 2012.

(b) Twelve months of amortization of the initial $7,779,000 value for Yale Patents, based on preliminary allocations, that is being amortized over the average 132 month remaining life of the patents.

(c) Shares issued for Mergers with Canterbury and Hygeia.

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