EXHIBIT 99.1
Unaudited Combined Pro Forma Financial Information
On March 31, 2015, Mix1 Life, Inc. ("Mix"), a Nevada corporation, acquired the No Fear license for beverages in North America, pursuant to an Asset Purchase Agreement (the "Agreement"). The agreement specifies that Mix will issue 1,300,138 shares of its common stock valued at $6.00 per share, $1,500,000 to be paid in cash, forgiveness of $589,170 of accounts receivable, and issued convertible debt in the amount of $2,310,000 for a total purchase price of $12,200,000.
Mix, the acquirer is a publicly registered corporation and, for accounting purposes, the business combination shall be accounted for using the acquisition method of accounting.
The unaudited combined proforma statements of operations for Mix and No Fear for the year ended August 31, 2014 and the unaudited three month period ended November 30, 2014 gives effect to the acquisition as if the transaction had taken place on September 1, 2014 and 2013. The unaudited combined pro forma balance sheet gives effect to the acquisition as if the transaction had taken place on November 30, 2014 and combines No Fear and Mix's unaudited balance sheets as of November 30, 2014.
These pro forma financial statements are provided for illustrative purposes and do not purport to represent what the Company's financial position would have been if such transactions had occurred on the above mentioned dates. These statements were prepared based on accounting principles generally accepted in the United States. The use of estimates is required and actual results could differ from the estimates used. The Company believes the assumptions used provide a reasonable basis for presenting the significant effects directly attributable to the acquisition.
Mix1 Life, Inc.
Unaudited Combined Pro Forma Balance Sheet
November 30, 2014
| | | | | Mix1 | | | | | | | | Pro Forma | | | | Pro Forma | |
| | | | | Life, Inc. | | | | No Fear | | | | Adjustments | | | | Combined | |
Assets | |
Current Assets: | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 46,673 | | | $ | - | | | $ | 105,000 | (b) | | $ | 151,673 | |
| Inventory | | | 461,102 | | | | 710,898 | | | | (710,898) | (c) | | | | |
| | | | | | | | | | | | | (359,488) | (a) | | | 101,614 | |
| | | | | | | | | | | | | | | | | | |
| Accounts Receivable | | | 241,164 | | | | - | | | | 459,270 | (a) | | | | |
| | | | | | | | | | | | | (459,270) | (d) | | | 241,164 | |
| Notes Receivable | | | 234,900 | | | | - | | | | (105,000) | (b) | | | | |
| | | | | | | | | | | | | (129,900) | (d) | | | - | |
| | | | | | | | | | | | | | | | | | |
| Other current assets | | | 51,695 | | | | - | | | | - | | | | 51,695 | |
| | Current Assets | | | 1,035,534 | | | | 710,898 | | | | (1,200,286) | | | | 546,146 | |
| | | | | | | | | | | | | | | | | | |
Equipment, Buildings, and Properties: | | | | | | | | | | | | | | | | |
| Fixtures and Equipment | | | 5,168 | | | | - | | | | 35,000 | (d) | | | 40,168 | |
| Ingredient Specifications, Branding, and Other Intangible Assets | | | 19,450,357 | | | | - | | | | 12,165,000 | (d) | | | 31,615,357 | |
| | Net Equipment, Buildings, and Properties | | | 19,455,525 | | | | - | | | | 12,200,000 | | | | 31,655,525 | |
| | | | | | | | | | | | | | | | | | |
Total Assets | | $ | 20,491,059 | | | $ | 710,898 | | | $ | 10,999,714 | | | $ | 32,201,671 | |
| | | | | | | | | | | | | | | | | | |
Liabilities and Stockholders' Equity | |
Current Liabilities: | | | | | | | | | | | | | | | | |
| Accounts Payable | | $ | 111,767 | | | $ | - | | | $ | 1,500,000 | (d) | | $ | 1,611,767 | |
| Accounts Payable - Related Party | | | 263,458 | | | | - | | | | - | | | | 263,458 | |
| Note payable - premium finance | | | 6,307 | | | | - | | | | - | | | | 6,307 | |
| | Total Current Liabilities | | | 381,532 | | | | - | | | | 1,500,000 | | | | 1,881,532 | |
| | | | | | | | | | | | | | | | | | |
12% Senior Secured Convertible Debentures | | | 750,000 | | | | - | | | | - | | | | 750,000 | |
7.5% Senior Secured Convertible Debentures | | | - | | | | - | | | | 2,310,000 | (d) | | | 2,310,000 | |
| | Total Liabilities | | | 1,131,532 | | | | | | | | 3,810,000 | | | | 4,941,532 | |
| | | | | | | | | | | | | | | | | | |
Shareholders' Equity: | | | | | | | | | | | | | | | | |
| Common Stock, $.001 par value, 100,000,000 shares authorized 11,418,740 issued and outstanding at Nov 30, 2014, and 12,718,878 issued and outstanding on pro forma column. | | | 11,419 | | | | - | | | | 1,300 | (d) | | | 12,719 | |
| Additional Paid in Capital | | | 22,430,242 | | | | | | | | 7,799,530 | (d) | | | 30,229,772 | |
| Retained Deficit | | | (3,082,134 | ) | | | 710,898 | | | | (710,898) | (c) | | | | |
| | | | | | | | | - | | | | 99,782 | (a) | | | (2,982,352 | ) |
| Total shareholders' equity | | | 19,359,527 | | | | 710,898 | | | | 7,189,714 | | | | 27,260,139 | |
| | | | | | | | | | | | | | | | | | |
Total liabilities and shareholders' equity | | $ | 20,491,059 | | | $ | 710,898 | | | $ | 10,999,714 | | | $ | 32,201,671 | |
Mix1 Life Inc.
Unaudited Combined Pro Forma Income Statement
For the Three Months Ended November 30, 2014
| | | Mix1 | | | | | | Pro Forma | | | Pro Forma | |
| | | Life Inc. | | | No Fear | | | Adjustments | | | Combined | |
Revenue: | | | | | | | | | | | | |
| Gross Sales | | $ | 242,476 | | | $ | 371,005 | | | $ | - | | | $ | 613,481 | |
| Net Sales | | | 242,476 | | | | 371,005 | | | | - | | | | 613,481 | |
| | | | | | | | | | | | | | | | | |
| Cost of goods sold | | | (212,040 | ) | | | (256,656 | ) | | | - | | | | (468,696 | ) |
| Gross Margin | | | 30,436 | | | | 114,349 | | | | - | | | | 144,785 | |
| | | | | | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | |
| Selling and marketing | | | 44,316 | | | | - | | | | - | | | | 44,316 | |
| Corporate general and administrative | | | 488,226 | | | | - | | | | - | | | | 488,226 | |
| Depreciation and amortization | | | 429,850 | | | | - | | | | 217,000 | (e) | | | 646,850 | |
| Total operating expenses | | | 962,392 | | | | - | | | | 217,000 | | | | 1,179,392 | |
| | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | (931,956 | ) | | | 114,349 | | | | (217,000 | ) | | | (1,034,607 | ) |
| | | | | | | | | | | | | | | | | |
| Interest expense | | | (93,888 | ) | | | - | | | | - | | | | (93,888 | ) |
| | | | | | | | | | | | | | | | | |
New Income (loss) | | $ | (1,025,844 | ) | | $ | 114,349 | | | $ | (217,000 | ) | | $ | (1,128,495 | ) |
| | | | | | | | | | | | | | | | | |
| Loss per common share | | | | | | | | | | | | | | | | |
| | Basic and diluted | | $ | (0.09 | ) | | | | | | | | | | $ | (0.09 | ) |
| | | | | | | | | | | | | | | | | | |
| Weighted average common shares outstanding | | | | | | | | | | | | | | | | |
| | Basic and diluted | | | 11,154,682 | | | | | | | | 1,300,138 | | | | 12,454,820 | |
Mix1 Life, Inc.
Pro Forma Combining Statements of Operations
For the Year Ended August 31, 2014
| | | Mix1 Life Inc. | | | No Fear | | | Pro Forma Adjustments | | | Pro Forma Combined | |
Revenue: | | | | | | | | | | | | | | | | |
| Gross Sales | | $ | 2,004 | | | $ | 1,709,558 | | | $ | - | | | $ | 1,711,562 | |
| Net Sales | | | 2,004 | | | | 1,709,558 | | | | - | | | | 1,711,562 | |
| | | | | | | | | | | | | | | | | |
| Cost of goods sold | | | (6,766 | ) | | | (1,139,903 | ) | | | - | | | | (1,146,669 | ) |
| Gross Margin | | | (4,762 | ) | | | 569,655 | | | | - | | | | 564,893 | |
| | | | | | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | |
| Selling and marketing | | | 98,524 | | | | - | | | | - | | | | 98,524 | |
| Corporate general and administrative | | | 1,378,874 | | | | - | | | | - | | | | 1,378,874 | |
| Depreciation and amortization | | | - | | | | - | | | | 869,000 | (e) | | | 869,000 | |
| Total operating expenses | | | 1,477,398 | | | | - | | | | 869,000 | | | | 2,346,398 | |
| | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | (1,482,160 | ) | | | 569,655 | | | | (869,000 | ) | | | (1,781,505 | ) |
| | | | | | | | | | | | | | | | | |
| Interest expense | | | (513,359 | ) | | | - | | | | - | | | | (513,359 | ) |
| | | | | | | | | | | | | | | | | |
New Income (loss) | | $ | (1,995,519 | ) | | $ | 569,655 | | | $ | (869,000 | ) | | $ | (2,294,864 | ) |
| | | | | | | | | | | | | | | | | |
Loss per common share | | | | | | | | | | | | | | | | |
| Basic and diluted | | $ | (0.20 | ) | | | | | | | | | | $ | (0.20 | ) |
| | | | | | | | | | | | | | | | | |
Weighted average number of common shares outstanding | | | | | | | | | | | | | | | | |
| Basic and diluted | | | 10,013,939 | | | | | | | | 1,300,138 | | | | 11,314,077 | |
Notes to Unaudited Combined Pro Forma Statement of Operations
NOTE 1--Basis of Presentation
The unaudited proforma combined balance sheet as of November 30, 2014 was based on the unaudited balance sheet of Mix1 Life, Inc. ("the Company") and the unaudited balance sheet of No Fear as of November 30, 2014 combined with pro forma adjustments to give effect to the purchase as if it occurred on November 30, 2014.
The unaudited combined statement of operations of the Company for the 3 month period ended November 30, 2014 were derived from the statement of operations as reported with the Form 10-Q filed on January 20, 2015.
These unaudited pro forma financial statements are provided for illustrative purposes and do not purport to represent what the Company's financial position would have been if such transactions had occurred on the above mentioned date. These statements were prepared based on accounting principles generally accepted in the United States. The use of estimates is required and actual results could differ from the estimates used. The Company believes the assumptions used provide a reasonable basis for presenting the significant effects directly attributable to the acquisition.
The following pro forma adjustments are incorporated into the unaudited combined pro forma balance sheet as of November 30, 2014 and the unaudited combined pro forma statements of operations for the three months ended November 30, 2014 and the year ended August 31, 2014.
( a ) | To record the sale of product, cost of sales, and accounts receivable associated with No Fear purchases from the Company after November 30, 2014. |
| |
( b ) | To record decreases on the notes receivable associated with No Fear. |
| |
( c ) | Entry reflects the sale of No Fear inventory to outside parties after November 30, 2014 but before the purchase date. |
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( d ) | To record purchase of No Fear license for beverages in North America |
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( e ) | To record amortization of the intangible asset acquired |
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