EXHIBIT 99.02
PRO-FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
OF
NOHO, INC. (WYOMING CORPORATION) AND
DOLCE BEVUTO, INC. (NEVADA CORPORATION)
| INDEX | F-1 |
| Pro-Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2013, with Pro-forma Adjustments and Pro-Forma Consolidated | F-2 |
| Pro-Forma Consolidated Statement of Operations for the Year Ended December 31, 2012, with Pro-forma Adjustments and Pro-Forma Consolidated | F-3 |
| Notes to Pro-Forma Condensed Consolidated Financial Statements | F-4 |
| | |
| | |
NOHO, INC
PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2013
(unaudited)
| | | | | | | | | |
| | | Noho, Inc. | | Dolce Bevuto, Inc. | | | | |
| | | (Wyoming Corp) | | (Nevada Corp) | | | | |
| | | For the six months ended | | For the six months ended | | Pro-Forma | | Pro-Forma |
| | | June 30, 2013 | | June 30, 2013 | | Adjustments | | Consolidated |
| | | | | | | | | |
| | | | | | | | | |
| Revenue | | $ - | | $ 277,978 | | $ - | | $ 277,978 |
| Cost of sales | | - | | 281,835 | | | | 281,835 |
| | | | | | | | | |
| Gross profit | | - | | (3,857) | | - | | (3,857) |
| | | | | | | | | |
| Operating expenses: | | | | | | | | |
| Executive compensation | | - | | 187,900 | | - | | 187,900 |
| Stock-based compensation - executive | | - | | - | | - | | - |
| Stock-based compensation - professional | | - | | - | | - | | - |
| Contract labor | | - | | 289,001 | | - | | 289,001 |
| Amortization and depreciation | | - | | 9,547 | | - | | 9,547 |
| General and administrative expenses | | 67,201 | | 449,064 | | (67,201) | (1) | 449,064 |
| Total expenses | | 67,201 | | 935,512 | | (67,201) | | 935,512 |
| | | | | | | | | |
| Loss from continuing operations | | (67,201) | | (939,369) | | 67,201 | | (939,369) |
| | | | | | | | | |
| Other income (expense): | | | | | | | | |
| Interest income | | - | | - | | - | | - |
| Interest expense | | (16,608) | | - | | 16,608 | (1) | - |
| Interest expense - related party | | �� - | | (80,892) | | - | | (80,892) |
| Loss on sale of asset | | - | | - | | - | | - |
| Total other expense | | (16,608) | | (80,892) | | 16,608 | | (80,892) |
| | | | | | | | | |
| Net (loss) | | $ (83,809) | | $ (1,020,261) | | $ 83,809 | | $ (1,020,261) |
NOHO, INC
PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2012
(unaudited)
| | | | | | | | | |
| | | Noho, Inc. | | Dolce Bevuto, Inc. | | | | |
| | | (Wyoming Corp) | | (Nevada Corp) | | | | |
| | | For the year ended | | For the year ended | | Pro-Forma | | Pro-Forma |
| | | December 31, 2012 | | December 31, 2012 | | Adjustments | | Consolidated |
| | | | | | | | | |
| | | | | | | | | |
| Revenue | | $ - | | $ 1,267,028 | | $ - | | $ 1,267,028 |
| Cost of sales | | - | | 706,513 | | | | 706,513 |
| | | | | | | | | |
| Gross profit | | - | | 560,515 | | - | | 560,515 |
| | | | | | | | | |
| Operating expenses: | | | | | | | | |
| Executive compensation | | - | | 375,800 | | - | | 375,800 |
| Stock-based compensation - executive | | - | | 755,190 | | - | | 755,190 |
| Stock-based compensation - professional | | - | | 133,116 | | - | | 133,116 |
| Contract labor | | - | | 480,477 | | - | | 480,477 |
| Amortization and depreciation | | - | | 17,505 | | - | | 17,505 |
| General and administrative expenses | | 4,400 | | 625,128 | | (4,400) | (1) | 625,128 |
| Total expenses | | 4,400 | | 2,387,216 | | (4,400) | | 2,387,216 |
| | | | | | | | | |
| Loss from continuing operations | | (4,400) | | (1,826,701) | | 4,400 | | (1,826,701) |
| | | | | | | | | |
| Other income (expense): | | | | | | | | |
| Interest income | | - | | 1 | | - | | 1 |
| Interest expense | | - | | (123) | | - | | (123) |
| Interest expense - related party | | - | | (72,160) | | - | | (72,160) |
| Loss on sale of asset | | - | | - | | - | | - |
| Total other expense | | - | | (72,282) | | - | | (72,282) |
| | | | | | | | | |
| Net (loss) | | $ (4,400) | | $ (1,898,983) | | $ 4,400 | | $ (1,898,983) |
| | | | | | | | | |
NOTES TO PRO-FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
OF
NOHO, INC. (WYOMING CORPORATION) AND
DOLCE BEVUTO, INC. (NEVADA CORPORATION)
1. BASIS OF PRESENTATION FOR PRO-FORMA FINANCIAL STATEMENTS
On April 1, 2013, Noho, Inc., a Wyoming Corporation, (“DRNK”) acquired 100% of Dolce Bevuto, Inc., a Nevada Corporation, (“DB”) in exchange for a total of 12,713,763 restricted shares of DRNK’s common stock. Additionally, former management agreed to cancel 19,760,000 shares of DRNK’s common stock.
The unaudited pro-forma condensed consolidated financial statements have been developed from the unaudited records of DRNK for the six months ended June 30, 2012 and for the year ended December 31, 2012 and the unaudited records of DB for the six months ended June 30, 2012 and the audited records of DB for the year ended December 31, 2012.
The unaudited pro-forma condensed consolidated statement of operations is based upon the historical financial statements of DRNK and DB, after giving effect to the acquisition. The unaudited pro-forma condensed consolidated statement of operations is presented as if the acquisition had occurred at the beginning of the period.
2. PRO-FORMA ADJUSTMENTS
The pro-forma adjustments included in the unaudited condensed consolidated financial statements are as follows:
| (1) | Net effect of the elimination of all of the expenses of DRNK. |
