ACQUISITIONS | NOTE 5 ACQUISITIONS AOS Acquisition On September 12, 2022, STCB, through its wholly-owned subsidiary Merger Sub, completed the AOS Acquisition. The AOS Acquisition consisted of Merger Sub merging with and into AOS, with AOS being the surviving corporation. AOS is a maker of premium body and skincare products engineered to power and protect athletes. Starco acquired AOS as STCB is always looking for technologies and brands that have the ability to scale and change behavior. In the world of sport, there are currently no brands that have successfully penetrated multiple categories of consumer products. AOS has historically been a personal care brand – offering products such as body wash, shampoo, deodorant and face wash. Starco Brands, through its relationship with TSG, has access to intellectual property that will allow AOS vertically integrate manufacturing and expand into multiple consumer product categories – OTC, sun care, air care, beverage, etc. The AOS Acquisition was completed through an all-stock deal, where the Company’s shares were issued at $ 0.19 61,400,000 5,000,000 5,000,000 5,000,000 Securities Act 0.0982 The 5,000,000 5,000,000 5,000,000 As of December 31, 2022, the Company paid $ 1,821 6,137 62,499 The AOS Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary fair values of the acquired assets and liabilities as of the acquisition date were: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES Consideration 2 $ 12, 608,560 Assets acquired: Cash and cash equivalents 200,661 Accounts receivable 153,764 Prepaid and other assets 167,565 Inventory 656,447 PP&E, net 16,622 Intangibles 17,309 Right of use asset 85,502 Total assets acquired 1,297,871 Liabilities assumed: Accrued liabilities 562,919 Accounts payable 128,724 Right of use liability 87,539 Total liabilities assumed 779,182 Net assets acquired 518,698 Goodwill $ 12,089,871 2 Consideration consists of the following: $ 1,821 cash paid to sellers at the acquisition date, $ 11,654,452 of shares transferred to sellers at the acquisition date, $ 4,147 of cash to be paid to sellers, $ 1,990 of cash holdback to be paid to sellers at the end of the holdback period and $ 946,149 of equity holdback to be paid to sellers at the end of the holdback period. The preliminary purchase price allocation is based on estimates of the fair values of the tangible and intangible assets acquired and liabilities assumed. The Company will utilize recognized valuation techniques as part of its final valuation of the AOS Acquisition, which is expected to be complete in Q2 2023. The above purchase price allocation is preliminary and subject to change as the Company may further refine the determination of certain assets during the measurement period of one year. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented. Subsequent to the AOS Acquisition, during the period September 13, 2022 through December 31, 2022, AOS earned $ 1,003,666 612,529 The Company incurred approximately $ 1,770,000 It is the Company’s intention to file a Section 338(h)(10) tax election in regards to the AOS Acquisition which allows for a step up in the tax basis of the assets acquired. Skylar Acquisition On December 29, 2022, STCB, through its wholly-owned subsidiary Starco Merger Sub II. Inc. (“First Merger Sub”), completed its acquisition (the “Skylar Acquisition”) of Skylar Body, Inc. (“Skylar”). The Skylar Acquisition consisted of First Merger Sub margining with and into Skylar (“First Merger”) with Skylar being the surviving corporation, and immediately following the First Merger, and as part of the same overall transaction as the First Merger, Skylar merged with and into Second Merger Sub (the “Second Merger”) with the Second Merger being the surviving corporation. Skylar is a maker of fragrances that are hypoallergenic and safe for sensitive skin. Starco acquired AOS as STCB is always looking for technologies and brands that have the ability to scale and change behavior. In the world of fragrances, there are no other brands that have successfully built a clean, beautiful, premium incredibly well-scented and recyclable fragrance brands for consumers. Starco Brands, through its relationship with TSG and other strong partners, the Company has access to intellectual property that will allow Skylar to vertically integrate manufacturing and expand, positioning Skylar to be the future of fragrance. The Skylar Acquisition was completed through a cash and stock deal, where the Company paid $ 2,00,000 0.20 68,622,219 11,573,660 19,268,162 11,573,660 Securities Act 0.17 The 11,573,660 19,268,162 11,573,660 As of December 31, 2022, the Company paid $ 27,273 The Skylar Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary fair values of the acquired assets and liabilities as of the acquisition date were: SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES Consideration 3 $ 21,900,062 Assets acquired: Cash and cash equivalents 339,679 Accounts receivable 381,762 Prepaid and other assets 701,566 Inventory 2,508,287 PP&E, net 25,942 Intangibles 161,693 Total assets acquired 4,118,929 Liabilities assumed: Accrued liabilities 540,036 Accounts payable 2,425,524 Total liabilities assumed 2,965,560 Net assets acquired 1,153,369 Goodwill $ 20,746,692 The preliminary purchase price allocation is based on estimates of the fair values of the tangible and intangible assets acquired and liabilities assumed. The Company will utilize recognized valuation techniques as part of its final valuation of the AOS Acquisition, which is expected to be complete in Q2 2023. The above purchase price allocation is preliminary and subject to change as the Company may further refine the determination of certain assets during the measurement period of one year. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented. Subsequent to the Skylar Acquisition, during the period December 29, 2022 through December 31, 2022, Skylar earned $ 23,012 17,386 The Company incurred approximately $ 1,770,000 It is the Company’s intention to file a Section 338(h)(10) tax election in regards to the Skylar Acquisition which allows for a step up in the tax basis of the assets acquired. The following unaudited proforma condensed consolidated results of operations have been prepared, as if the Acquisition had occurred as of January 1, 2022 and 2021, for the years ended December 31, 2022 and 2021, respectively: PROFORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (Unaudited) SCHEDULE OF PROFORMA INFORMATION Starco Brands Inc. The AOS Group Inc. Skylar Body, Inc. Proforma Starco Brands Inc. For the Year Ended December 31, 2022 Starco Brands Inc. The AOS Group Inc. Skylar Body, Inc. Proforma Starco Brands Inc. Revenue $ 6,786,051 $ 4,616,836 $ 10,433,927 $ 21,836,813 Net Income (Loss) $ 1,036,346 $ (4,101,867 ) $ (4,832,595 ) $ (7,326,688 ) Net income attributable to non-controlling interest $ 167,891 $ - $ - $ 167,891 Net Income (Loss) attributable to Starco Brands $ 1,439,883 $ (4,101,867 ) $ (4,832,595 ) $ (7,494,580 ) Starco Brands Inc. The AOS Group Inc. Skylar Body, Inc. Proforma Starco Brands Inc. For the Year Ended December 31, 2021 Starco Brands Inc. The AOS Group Inc. Skylar Body, Inc. Proforma Starco Brands Inc. Revenue $ 673,329 $ 10,101,584 $ 8,835,330 $ 19,610,243 Net Loss $ (2,325,074 ) $ (3,984,781 ) $ (4,949,599 ) $ (11,259,454 ) Net Income (Loss) $ (2,325,074 ) $ (3,984,781 ) $ (4,949,599 ) $ (11,259,454 ) Net (income) attributable to non-controlling interest $ (73,909 ) $ - $ - $ (73,909 ) Net Income (Loss) attributable to Starco Brands $ (2,251,165 ) $ (3,984,781 ) $ (4,949,599 ) $ (11,185,545 ) A pro forma balance sheet was excluded from this disclosure as the transactions are already reflected in the December 31, 2022 condensed consolidated balance sheets, given there were minimal adjustments to the September 12, 2022 AOS closing balance sheet and the December 29, 2022 Skylar closing balance sheet. 3 2,039,345 13,120,924 571,428 2,314,732 3,853,632 |