Exhibit 99.3
MEDIXALL GROUP, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND THE YEAR ENDED 2015
Description of Pro Forma Transactions
IHL of Florida, Inc. Acquisition
On December 13, 2016, MediXall Group, Inc., a Nevada corporation (“MDXL”), formerly known as Continental Rail Corp., completed a Share Exchange Agreement and Plan of Reorganization (the “Agreement”) with IHL of Florida, Inc., a Florida corporation (“IHL”).
Pursuant to the terms of the Agreement, IHL shareholders transferred to MDXL all the issued and outstanding shares of capital stock of the IHL shareholders. In exchange for the IHL shares, MDXL issued 41,131,000 shares of common stock to IHL shareholders and 264,894 shares of Series A Preferred Stock convertible into 24,900,000 shares of common stock.
Prior to this Agreement, On July 8, 2016, IHL entered into a Share Exchange Agreement with MediXall, Inc., a Florida corporation (“MediXall”). MediXall was founded in November 2015 by Noel Guillama and Jennie Rios. The Company is a technology and innovative-driven organization purposefully designed and structured to bring effective change to the healthcare industry by improving healthcare and reducing costs. The Company currently has the exclusive rights to 10 patents and 18 pending patents related to healthcare technologies licensed by The Quantum Group, Inc., (a privately-held Florida corporation), an incubator of companies that design, develop and deploy innovative solutions, technology, products, and services to the healthcare industry.
The Company is currently in development of a cloud-based electronic marketplace titled MediXaid where clients can shop for their own medical services; diagnostic procedures and services; and medical equipment and devices. In this proposed marketplace, consumers, as well as corporations such as insurance companies, will be able to purchase on the platform what they seek and how they seek it. The platform will be designed to work in both a mobile and desktop environment. MediXaid will operate in the form of a reverse auction where the consumer will choose from a list of products and/or services required. Qualified and vetted suppliers will compete based on a combination of quality score, location, best price and convenience.
The unaudited pro forma condensed consolidated financial statements do not include any adjustments regarding liabilities incurred or cost savings achieved resulting from the integration of the companies, as management is in the process of assessing what, if any, future actions are necessary. The unaudited pro forma condensed consolidated financial statements are not intended to represent or be indicative of the consolidated results of operations or financial condition of the Company that would have been reported had the Agreement been completed as of the dates presented, and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity.
The unaudited pro forma condensed consolidated financial statements should be read in conjunction with (i) the historical audited financial statements and related notes of the Company and the sections entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on April 28, 2016; (ii) the audited historical financial statements and related notes of MediXall, Inc. as of December 31, 2015 and for the unaudited historical and related notes of IHL of Florida for the period from January 1, 2016 through September 30, 2016.
MEDIXALL GROUP, INC. | |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET | |
AS OF DECEMBER 31, 2015 |
MediXall Group, Inc. | MediXall, Inc. | Pro Forma | December 31, 2015 | |||||||||||||
(Actual) | (Actual) | Adjustments | Proforma | |||||||||||||
ASSETS | ||||||||||||||||
CURRENT ASSETS: | ||||||||||||||||
Cash | $ | - | $ | 50 | $ | - | $ | 50 | ||||||||
Total Current Assets | - | 50 | - | 50 | ||||||||||||
OTHER ASSETS: | ||||||||||||||||
Investments | 25,000 | 40,437 | (A) | 65,437 | ||||||||||||
Total Assets | $ | 25,000 | $ | 50 | $ | 40,437 | $ | 65,487 | ||||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||||||||||
CURRENT LIABILITIES: | ||||||||||||||||
Accounts payable - related party | $ | 400,612 | $ | 206 | $ | - | $ | 400,818 | ||||||||
Accounts payable | 63,064 | - | - | 63,064 | ||||||||||||
Accrued expenses - related party | 334,454 | - | - | 334,454 | ||||||||||||
Accrued expenses | 229,162 | - | - | 229,162 | ||||||||||||
Total Current Liabilities | 1,027,292 | 206 | - | 1,027,498 | ||||||||||||
STOCKHOLDERS' DEFICIT: | ||||||||||||||||
Preferred stock | - | - | 265 | (A) | 265 | |||||||||||
Common stock | 2,562 | 925 | 40,172 | (A) | 43,659 | |||||||||||
Additional paid-in capital | 4,032,960 | - | 4,032,960 | |||||||||||||
Accumulated deficit | (5,037,814 | ) | (1,081 | ) | - | (5,038,895 | ) | |||||||||
Total Stockholders' Deficit | (1,002,292 | ) | (156 | ) | 40,437 | (962,011 | ) | |||||||||
Total Liabilities and Stockholders' Deficit | $ | 25,000 | $ | 50 | $ | 40,437 | $ | 65,487 |
(The accompanying notes are an integral part of these pro forma condensed consolidated financial statements)
MEDIXALL GROUP, INC. |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
FOR THE YEAR ENDED DECEMBER 31, 2015 |
MediXall Group, Inc. For the Year Ended December 31, 2015 (Actual) | MediXall, Inc. For the period November 24, 2015 (Date of Inception) Through December 31, 2015 (Actual) | Pro Forma Adjustments | Total Pro Forma Year Ended December 31, 2015 | |||||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | ||||||||
Operating Expenses | ||||||||||||||||
Professional fees | 59,333 | 925 | - | 60,258 | ||||||||||||
Professional fees - related party | 23,445 | - | - | 23,445 | ||||||||||||
Management fees - related party | 120,000 | - | - | 120,000 | ||||||||||||
Personnel related expenses | 109,867.00 | - | - | 109,867 | ||||||||||||
Other selling, general and administrative | 35,976 | 156 | - | 36,132 | ||||||||||||
Total Operating Expenses | 348,621 | 1,081 | - | 349,702 | ||||||||||||
Loss before taxes | (348,621 | ) | (1,081 | ) | (349,702 | ) | ||||||||||
Provision for income taxes | - | - | - | |||||||||||||
Net Loss | $ | (348,621 | ) | $ | (1,081 | ) | $ | - | $ | (349,702 | ) | |||||
Weighted average number of common shares oustanding during the period ended December 31, 2015 - basic and diluted | 2,535,975 | |||||||||||||||
Net loss per common share - basic and diluted | $ | (0.14 | ) |
(The accompanying notes are an integral part of these pro forma condensed consolidated financial statements)
MEDIXALL GROUP, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2016
MediXall Group. | IHL of Florida, Inc. | Pro Forma | September 30, 2016 | |||||||||||||
(Actual) | (Actual) | Adjustments | Proforma | |||||||||||||
ASSETS | ||||||||||||||||
CURRENT ASSETS: | ||||||||||||||||
Cash | $ | 155 | $ | 42,956 | $ | - | $ | 43,111 | ||||||||
Accounts receivable - related party | - | 86,442 | - | 86,442 | ||||||||||||
Total Current Assets | 155 | 129,398 | - | 129,553 | ||||||||||||
OTHER ASSETS: | ||||||||||||||||
Investments | - | 37,841 | (B) | 37,841 | ||||||||||||
Total Assets | $ | 155 | $ | 129,398 | $ | 37,841 | $ | 167,394 | ||||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||||||||||
CURRENT LIABILITIES: | ||||||||||||||||
Accounts payable - related party | $ | 518,896 | $ | 4,957 | $ | - | $ | 523,853 | ||||||||
Accounts payable | 86,852 | - | - | 86,852 | ||||||||||||
Accrued expenses - related party | 344,964 | - | - | 344,964 | ||||||||||||
Accrued expenses | 229,162 | 12,317 | - | 241,479 | ||||||||||||
Total Current Liabilities | 1,179,874 | 17,274 | - | 1,197,148 | ||||||||||||
STOCKHOLDERS' DEFICIT: | ||||||||||||||||
Preferred stock | - | 10 | 255 | (B) | 265 | |||||||||||
Common stock | 2,528 | 3545 | 37,586 | (B) | 43,659 | |||||||||||
Additional paid-in capital | 4,007,994 | 350945 | 4,358,939 | |||||||||||||
Accumulated deficit | (5,190,241 | ) | (242,376 | ) | - | (5,432,617 | ) | |||||||||
Total Stockholders' Deficit | (1,179,719 | ) | 112,124 | 37,841 | (1,029,754 | ) | ||||||||||
Total Liabilities and Stockholders' Deficit | $ | 155 | $ | 129,398 | $ | 37,841 | $ | 167,394 |
(The accompanying notes are an integral part of these pro forma condensed consolidated financial statements)
MEDIXALL GROUP, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016
MediXall Group, Inc. (Actual) | IHL of Florida, Inc. (Actual) | Pro Forma Adjustments | Total Pro Forma Nine Months Ended September 30, 2016 | |||||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | ||||||||
Operating Expenses | ||||||||||||||||
Professional fees | 40,757 | 5,000 | - | 45,757 | ||||||||||||
Professional fees - related party | 105,813 | 17,165 | - | 122,978 | ||||||||||||
Management fees - related party | - | 151,500 | - | 151,500 | ||||||||||||
Personnel related expenses | - | 62,151 | - | 62,151 | ||||||||||||
Other selling, general and administrative | 5,857 | 6,560 | - | 12,417 | ||||||||||||
Total Operating Expenses | 152,427 | 242,376 | - | 394,803 | ||||||||||||
Loss before taxes | (152,427 | ) | (242,376 | ) | - | (394,803 | ) | |||||||||
Provision for income taxes | - | - | - | |||||||||||||
Net Loss | $ | (152,427 | ) | $ | (242,376 | ) | $ | - | $ | (394,803 | ) | |||||
Weighted average number of common shares oustanding during the period ended December 31, 2015 - basic and diluted | 2,566,606 | |||||||||||||||
Net loss per common share - basic and diluted | $ | (0.15 | ) |
MEDIXALL GROUP, INC.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND THE YEAR ENDED 2015
Note 1. Basis of Pro Forma Presentation
The unaudited pro forma condensed consolidated financial statements have been prepared by MediXall Group, Inc. (“MediXall” or the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission for the purposes of inclusion in Continental’s Form 8-K prepared and filed in connection with the Share Exchange Agreement and Plan of Reorganization.
Certain information and certain disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures provided herein are adequate to make the information presented not misleading.
The unaudited pro forma condensed consolidated financial statements have been prepared to give effect to the Agreement and the following related transactions: the issuance of restricted common stock.
The unaudited pro forma condensed consolidated financial statements for the year ended December 31, 2015 and the unaudited pro forma condensed consolidated financial statements for the nine months ended September 30, 2016 gives effect to the Agreement as if it occurred on January 1, 2015 and 2016 respectively. The unaudited pro forma condensed consolidated statement of operations is derived from the audited historical financial statements of Continental and MediXall as of and for the period ended December 31, 2015 and the unaudited historical financial statements of Continental and the unaudited financial statements of IHL of Florida, Inc. as of and for the nine months ended September 30, 2016.
The unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and do not purport to be indicative of the Company’s consolidated financial position or consolidated results of operations which would actually have been obtained had such transactions been completed as of the date or for the periods presented, or of the consolidated financial position or consolidated results of operations that may be obtained in the future.
Note 2. Acquisition of IHL
The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of the Exchange:
Current assets | $ | 98,998 | ||
Current liabilities | (17,274 | ) | ||
Preliminary net assets acquired | $ | 81,724 |
Note 3. Pro Forma Adjustments
The following pro forma adjustments are included in the Company’s unaudited pro forma condensed combined financial information:
(A) | To record the share exchange and plan of reorganization with IHL of Florida, Inc.: |
Investments | 40,437 | |||
Common Stock | 40,172 | |||
Preferred Stock | 265 |
(B) | To record the share exchange and plan of reorganization with IHL of Florida, Inc.: |
Investments | 37,841 | |||
Common Stock | 37,586 | |||
Preferred Stock | 255 |