Theralink (THER) 8-K/A Index to Financial Statements

ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined balance sheet has been derived from the audited consolidated balance sheet of OncBiomune Pharmaceuticals, Inc. (the “Company”, “ONC”, or “we”) at December 31, 2016 as reflected in the Company’s Form 10-K for the period ended December 31, 2016 as filed with the Securities and Exchange Commission, and adjusts such information to give the effect to the acquisition of Vitel Laboratorios S.A. de C.V. (“Vitel”), as if it would have occurred on December 31, 2016. The unaudited combined pro forma balance sheet gives effect to the share exchange agreement between the Company and the ordinary shareholders of Vitel which became effective on March 10, 2017.

The following unaudited pro forma combined statement of operations for the year ended December 31, 2016 has been derived from the consolidated statement of operations of the Company as reflected in the Company’s Form 10-K as filed with the Securities and Exchange Commission, and Vitel’s statement of operations for the period from January 16, 2016 (inception) to year ended December 31, 2016 has been derived from the statement of operations of Vitel as reflected in the December 31, 2016 financial statements included elsewhere in this report, and adjusts such information to give the effect to the acquisition of Vitel, as if it would have occurred at the beginning of 2016. 

Vitel is a Mexican variable capital limited liability stock corporation incorporated on January 16, 2016, and is a revenue-stage Mexico-based pharmaceutical company that sells over the counter generic drugs in México.

The unaudited pro forma combined balance sheet and unaudited combined statements of operations are presented for informational purposes only and do not purport to be indicative of the combined financial condition that would have resulted if the acquisition would have occurred on the dates indicated above.

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ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

December 31, 2016

	OncBiomune
	Pharmaceuticals, Inc.			Vitel Laboratorios,
	and Subsidiary			S.A. De C.V.
	December 31,			December 31,			Pro Forma Adjustments					Pro Forma
	2016			2016			Dr			Cr.		Balances
												(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	-		$	26,366		$	-		$	-	$	26,366
Accounts receivable, net		-			54,958			-			-		54,958
Subscription receivable		11,190			-			-			-		11,190
Inventory		-			2,964			-			-		2,964
Prepaid expenses and other current assets		30,119			33,242			-			-		63,361
Total Current Assets		41,309			117,530			-			-		158,839
LONG-TERM ASSETS:
Property and equipment, net		9,604			455			-			-		10,059
Intangible assets		-			-	(1)		4,695,596			-		4,695,596
Security deposit		6,400			-			-			-		6,400
Total Long-term Assets		16,004			455			4,695,596			-		4,712,055
Total Assets	$	57,313		$	117,985		$	4,695,596		$	-	$	4,870,894
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Convertible debt, net	$	54,688		$	-		$	-		$	-	$	54,688
Line of credit		99,741			-			-			-		99,741
Bank overdraft		812			-			-			-		812
Accounts payable		213,616			239,908			-			-		453,524
Accrued expenses		108,034			330			-			-		108,364
Derivative liabilities		402,055			-			-			-		402,055
Due to related party		5,000			-			-			-		5,000
Total Current Liabilities		883,946			240,238			-			-		1,124,184
Total Liabilities		883,946			240,238			-			-		1,124,184
STOCKHOLDERS’ DEFICIT:
Preferred stock, $0.0001 par value; 20,000,000 authorized;
Series A Preferred stock ($0.0001 par value; 1,000,000 shares authorized; 1,000,000 issued and outstanding at December 31, 2016)		100			-			-			-		100
Series B Preferred stock ($0.0001 par value; 5,000,000 shares authorized; 5,000,000 proforma shares issued and outstanding at December 31, 2016)		-			-			-	(1)		500		500
Common stock ($0.0001 par value, 500,000,000 shares authorized; 60,807,846 shares and 121,965,859 proforma shares issued and outstanding at December 31, 2016)		6,081			5	(1)		5	(1)		6,116		12,197
Paid-in capital		2,310,037			28,618				(1)		4,580,740		6,919,395
Accumulated deficit		(3,142,851	)		(164,277	)			(1)		108,245		(3,198,883	)
Accumulated other comprehensive gain		-			13,401			-			-		13,401
Total Stockholders’ Deficit		(826,633	)		(122,253	)		5			4,695,601		3,746,710
Total Liabilities and Stockholders’ Deficit	$	57,313		$	117,985		$	5		$	4,695,601	$	4,870,894

See accompanying notes to unaudited pro forma combined financial statements.

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ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

	OncBiomune			Vitel Laboratorios,
	Pharmaceuticals, Inc.			S.A. De C.V.
	and Subsidiary			For the Period from
	For the Year Ended			January 16, 2016 (Inception) to			Pro Forma Adjustments				Pro Forma
	December 31, 2016			December 31, 2016			Dr		Cr.		Balances
											(Unaudited)
SALES	$	-		$	159,399		$	-	$	-	$	159,399
COST OF SALES		-			79,847			-		-		79,847
GROSS PROFIT		-			79,552			-		-		79,552
OPERATING EXPENSES
Professional fees		817,014			75,717			-		-		892,731
Compensation and related benefits		678,436			-			-		-		678,436
Bad debt		-			3,564			-		-		3,564
Research and development		94,383			1,285			-		-		95,668
General and administrative expenses		214,212			163,263			-		-		377,475
Total Operating Expenses		1,804,045			243,829			-		-		2,047,874
LOSS FROM OPERATIONS		(1,804,045	)		(164,277	)		-		-		(1,968,322	)
OTHER EXPENSE:
Interest expense		(108,071	)		-			-		-		(108,071	)
Derivative expense		(146,141	)		-			-		-		(146,141	)
Gain on extinguishment of debt		44,625			-			-		-		44,625
Total Other Expense		(209,587	)		-			-		-		(209,587	)
LOSS BEFORE PROVISION FOR INCOME TAXES		(2,013,632	)		(164,277	)		-		-		(2,177,909	)
INCOME TAXES		-			-			-		-		-
NET LOSS	$	(2,013,632	)	$	(164,277	)	$	-	$	-	$	(2,177,909	)
NET LOSS PER COMMON SHARE:
Net loss per common share - basic and diluted	$	(0.03	)								$	(0.08	)
Weighted average shares outstanding:
Basic and diluted		58,305,875										119,463,888

See accompanying notes to unaudited pro forma combined financial statements.

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ONCBIOMUNE PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Note 1: Description of Transaction

On March 10, 2017 (the “Closing Date”), the Company completed the acquisition of 100% of the issued and outstanding capital stock of Vitel Laboratorios, S.A. de C.V., a Mexican variable stock corporation (“Vitel”) from its shareholders Manuel Cosme Odabachian and Carlos Fernando Alaman Volnie (collectively, the “Vitel Stockholders”) pursuant to the terms and conditions of a Contribution Agreement to the Property of Trust F/2868 entered into among the Company and the Vitel Stockholders on the Closing Date (the “Contribution Agreement”).

Pursuant to the terms of the Contribution Agreement, the Company issued 61,158,013 shares of its common stock and 5,000,000 shares of Series B preferred stock to Banco Actinver, S.A., in its capacity as Trustee (the “Trustee”) of the Irrevocable Management Trust Agreement Trust No. 2868 (the “Trust Agreement”) for the benefit of the Vitel Stockholders in exchange for 100% of the issued and outstanding capital stock of Vitel (the “Vitel Shares”). The Common Stock and Series B Preferred will be held by Trustee for the benefit of the Vitel Stockholders as provided for in the Trust Agreement and 98% of the Vitel Shares are held by the Trustee for the benefit of the Company as provided for in the Trust Agreement and 2% of the Vitel Shares were transferred to the Company. Vitel became a wholly owned subsidiary of the Company as of the Closing Date as the Company has full control of the Vitel Shares through the Trust.

Note 2: Basis of Presentation

We have derived the Company’s historical financial data at December 31, 2016 from its financial statements contained on Form 10-K for the period ended December 31, 2016 as filed with the Securities and Exchange Commission.

We have derived Vitel’s historical financial statements as of December 31, 2016 and the period from January 16, 2016 (inception) to December 31, 2016 from Vitel’s audited financial statements.

Note 3: Pro Forma Adjustments

The unaudited combined pro forma balance sheet at December 31, 2016 gives effect to the issuance of 61,158,013 common shares and 5,000,000 Series B preferred shares pursuant to a share exchange agreement for the acquisition of the net liabilities of Vitel.

	Debit		Credit
At December 31, 2016
1) To reflect issuance of 61,158,013 common shares and 5,000,000 Series B preferred shares pursuant to a share exchange agreement.
Intangible assets	$	4,695,596
Common stock		5		-
Series B preferred shares				500
Common shares				6,116
Additional paid-in capital				4,580,740
Accumulated deficit				108,245

The information presented in the unaudited pro forma combined financial statements does not purport to represent what our financial position or results of operations would have been had the acquisition and all related transactions occurred as of the dates indicated, nor is it indicative of our future combined financial position or combined results of operations for any period. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience after the acquisition and all related transactions.

These unaudited pro forma combined financial statements should be read in conjunction with the accompanying notes and assumptions and the historical consolidated financial statements and related notes of us and Vitel.

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