Medicine Man (SHWZ) 8-K/A Financial Statements and Exhibits

Exhibit 99.3

Combined Pro forma financials for the six months ended June 30, 2017 and year ended December 31, 2016
(Unaudited)

MEDICINE MAN TECHNOLOGIES, INC.

BALANCE SHEETS

Expressed in U.S. Dollars

	Medicine Man Tech			Success			Pono			Acquisition		Eliminations			Total
	June 30, 2017			June 30, 2017			June 30, 2017			June 30, 2017		June 30, 2017			June 30, 2017
Assets
Current assets
Cash and cash equivalents	$	162,554		$	26,631		$	11,414			–	$	–		$	200,599
Accounts receivable, net		169,035			62,365			–			–		–			231,400
Accounts receivable - related party		–			24,294			–			–		–			24,294
Intercompany receivable		1,000			55,858			–			–		(56,858	)		–
Available for sale securities		17,701			–			–			–		–			17,701
Inventory		–			92,798			16,376			–		–			109,174
Short-term note receivable		278,893			–			–			–		–			278,893
Other assets		32,667			17,340			–			–		–			50,007
Total current assets		661,850			279,285			27,790			–		(56,858	)		912,067
Non-current assets
Fixed assets, net accumulated depreciation	$	137,111		$	16,922		$	–			–	$	–		$	154,033
Intangible assets, net accumulated amortization		3,443			69,426			–			–		–			72,869
Goodwill		–			–			–			6,301,080		–			6,301,080
Total non-current assets		140,554			86,348			–			6,301,080		–			6,527,982
Total assets	$	802,404		$	365,633		$	27,790		$	6,301,080	$	(56,858	)	$	7,440,049
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	29,059		$	2,288		$	981		$	–	$	–		$	32,328
Other liabilities		–			3,467			1,486			–		–			4,953
Intercompany accounts payable		55,858			6,760			–			–		(62,618	)		–
Total current liabilities		84,917			12,515			2,467			–		(62,618	)		37,281
Long-term liabilities
Note payable - related party	$	–		$	58,280		$	–		$	–	$	–		$	58,280
Derivative liability		23,017			–			–			–		–		$	23,017
Convertible loan		675,000			–			–			–		–			675,000
Total long-term liabilities		698,017			58,280			–			–		–			756,297
Total liabilities		782,934			70,795			2,467			–		(62,618	)		793,578
Shareholders’ equity
Common stock $0.01 par value	$	19,118		$	10,000		$	10,000		$	–	$	(20,000	)	$	19,118
Additional paid-in capital		3,706,635			150,000			–			6,301,080		175,921			10,333,636
Additional paid-in capital - Warrants		2,100,318			–			–			–		–			2,100,318
Shareholder distributions		–			(64,037	)		(27,445	)		–		91,482			–
Accumulated other comprehensive income (loss)		(14,854	)		–			–			–		–			(14,854	)
Retained earnings		(5,791,747	)		198,875			42,768			–		(241,643	)		(5,791,747	)
Total shareholders' equity		19,470			294,838			25,323			6,301,080		5,760			6,646,471
Total liabilities and stockholders’ equity	$	802,404		$	365,633		$	27,790		$	6,301,080	$	(56,858	)	$	7,440,049

See accompanying notes to the financial statements

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MEDICINE MAN TECHNOLOGIES, INC.

STATEMENT OF COMPREHENSIVE (LOSS) AND INCOME

For the Six Months Ended June 30, 2017

Expressed in U.S. Dollars

	Medicine Man Tech			Success			Pono			Acquisition		Eliminations			Total
	June 30, 2017			June 30, 2017			June 30, 2017			June 30, 2017		June 30, 2017			June 30, 2017
Operating revenues
Product sales	$	229,214		$	397,532		$	126,604		$	–	$	(307,355	)	$	445,995
Product sales - related party		122,944			122,944			–			–		(41,574	)		204,314
Consulting fees		565,796			55,806			–			–		(44,806	)		576,796
Licensing fees		501,313			–			–			–		–			501,313
Seminar fees		4,222			–			–			–		–			4,222
Total revenue		1,423,489			576,282			126,604			–		(393,735	)		1,732,640
Cost of services
Cost of services	$	411,124		$	92,641		$	43,693		$	–	$	(87,057	)	$	460,401
Cost of services - related party		26,036			26,036			–			–		(6,625	)		45,447
Total cost of services		437,160			118,677			43,693			–		(93,682	)		505,848
Gross profit	$	986,329		$	457,605		$	82,911		$	–	$	(300,053	)	$	1,226,792
Operating expenses
General and administrative	$	435,296		$	128,580		$	46,289		$	–	$	(94,485	)	$	515,680
Professional services		233,483			94,271			36,418			–		(64,460	)		299,712
One-time acquisition cost		98,701			–			–			–		–			98,701
Advertising		89,509			53,394			26,735			–		(39,104	)		130,534
Stock based compensation		4,480,318			–			–			–		–			4,480,318
Salaries		64,447			126,636			–			–		(69,738	)		121,345
Total operating expenses	$	5,401,754		$	402,881		$	109,442		$	–	$	(267,787	)	$	5,646,290
Income from operations	$	(4,415,425	)	$	54,724		$	(26,531	)	$	–	$	(32,266	)	$	(4,419,498	)
Other income/expense
Interest income	$	(14,877	)	$	–		$	–		$	–	$	–		$	(14,877	)
Net gain on derivative		(131,382	)		–			–			–		–			(131,382	)
Interest expense related to convertible notes		44,329			–			–			–		–			44,329
Loss on management fee contracts		70,257			–			–			–		–			70,257
Net unrealized gain on available for sale securities		(262	)		–			–			–		–			(262	)
Other income		(219	)		(434	)		(13	)		–		(221	)		(887	)
Total other expense	$	(32,154	)	$	(434	)	$	(13	)	$	–	$	(221	)	$	(32,822	)
Net income (loss) before income taxes	$	(4,383,271	)	$	55,158		$	(26,518	)	$	–	$	(32,045	)	$	(4,386,676	)
Income tax expense		–			–			–			–		–			–
Net income (loss)	$	(4,383,271	)	$	55,158		$	(26,518	)	$	–	$	(32,045	)	$	(4,386,676	)
Other comprehensive income (loss), net of tax
Net unrealized (loss) on available for sale securities		(10,551	)		–			–			–		–			(10,551	)
Total other comprehensive income (loss), net of tax	$	(10,551	)	$	–		$	–		$	–	$	–		$	(10,551	)
Comprehensive loss	$	(4,393,822	)	$	55,158		$	(26,518	)		–	$	(32,045	)	$	(4,397,227	)

See accompanying notes to the financial statements

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MEDICINE MAN TECHNOLOGIES, INC.

STATEMENT OF COMPREHENSIVE (LOSS) AND INCOME

For the Twelve Months Ended December 31, 2016

Expressed in U.S. Dollars

	Medicine Man Tech			Success			Pono			Eliminations		Acquisition		Total
	December 31, 2016			December 31, 2016			December 31, 2016			December 31, 2016		December 31, 2016		December 31, 2016
Operating revenues
Product sales	$	–		$	520,140		$	359,346		$	–	$	–	$	879,486
Product sales - related party		–			259,152			1,146			–		–		260,298
Licensing fees		589,721			–			–							589,721
Promotional sales		–			–			2,316			–		–		2,316
Seminar fees		41,735			–			–			–		–		41,735
Total operating revenues		631,456			779,292			362,808			–		–		1,773,556
Cost of goods
Cost of goods	$	462,182		$	152,574		$	73,148		$	–	$	–	$	687,904
Cost of goods - related party		–			70,185			119			–		–		70,304
Total cost of goods		462,182			222,759			73,267			–		–		758,208
Gross profit	$	169,274		$	556,533		$	289,541		$	–	$	–	$	1,015,348
Operating expenses
General and administrative	$	382,641		$	107,961		$	93,792		$	–	$	–	$	584,394
Professional services		–			52,730			85,875			–		–		138,605
Advertising		311,522			16,172			121,194			–		–		448,888
Stock based compensation		627,200			–			–			–		–		627,200
Salaries		–			121,742			–			–		–		121,742
Total operating expenses	$	1,321,363		$	298,605		$	300,861		$	–	$	–	$	1,920,829
Income from operations	$	(1,152,089	)	$	257,928		$	(11,320	)	$	–	$	–	$	(905,481	)
Other income/expense
Interest income	$	(14,016	)	$	–		$	–		$	–	$	–	$	(14,016	)
Net loss on derivative liability		191,095			–			–			–		–		191,095
Net loss on available for sale securities		9,950			–			–			–		–		9,950
Interest expense related to convertible notes		22,248			–			–			–		–		22,248
Interest expense related to derivative liability		102,907			–			–			–		–		102,907
Other income		–			(373	)		214			–		–		(159	)
Total other expense	$	312,184		$	(373	)	$	214		$	–	$	–	$	312,025
Net income (loss) before income taxes	$	(1,464,273	)	$	258,301		$	(11,534	)	$	–	$	–	$	(1,217,506	)
Income tax expense		–			–			–			–		–		–
Net (loss)	$	(1,464,273	)	$	258,301		$	(11,534	)	$	–	$	–	$	(1,217,506	)

See accompanying notes to the financial statements

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Basis of Presentation

On February 27, 2017, we entered into a Merger Agreement with Pono Publications Ltd. (“Pono”), as well as a Share Exchange Agreement with Success Nutrients, Inc. (“SN”), each a Colorado corporation, in order to facilitate our acquisition of both of these entities. Also, on February 27, 2017, a majority of the holders of our Common Stock ratified in writing their approval of the proposed Merger with Pono and Share Exchange with Success Nutrients (hereinafter referred to as the “Pono Transaction” and “SN Transaction,” respectively, and jointly referred to as the “Transactions.”) The Transactions become effective on June 7, 2017 upon the filing of Statement of Merger with the Secretary of State in Colorado and Statement of Share Exchange and Articles of Exchange with the Colorado Secretary and (the “Effective Time”). For accounting purposes, the effective date of these Transactions was April 1, 2017.

At the Effective Time we issued an aggregate of 7,000,000 shares of our Common Stock to the Pono and SN stockholders in exchange for 100% of the issued and outstanding shares of Pono and SN’s capital stock. SN became a wholly owned subsidiary of our Company and Pono was consolidated into the operations of our wholly owned subsidiary, Medicine Man Consulting, Inc., a Colorado corporation. All our current management remained in place, but Charles Haupt was added as a member of our Board of Directors and Josh Haupt became our Chief Cultivation Officer.

On the Effective Date we assumed all of SN and Pono’s assets, liabilities and plans of operation. All liabilities were paid in full.

Our current stockholders were diluted by the issuance of shares of our Common Stock in the Transactions and may be diluted by future issuances of securities and sales of our securities to satisfy our working capital needs

These pro forma financial statements have been compiled from and include:

a) an unaudited pro forma balance sheet combining the unaudited balance sheets of SN and Pono as of June 30, 2017 and December 31, 2016, giving effect to the transaction as if it occurred on June 31, 2017 and December 31, 2016

b) an unaudited pro forma statement of operations combining the unaudited statement of operations of SN and Pono for the six months ended June 30, 2017, and for the twelve months ending December 31, 2016.

c) an unaudited pro forma statement of cash flows combining the unaudited statement of operations of SN and Pono for the six months ended June 30, 2017, and for the twelve months ending December 31, 2016

Based on the review of the accounting policies of SN – Pono and Medicine Man Technologies, there are no material accounting differences between the accounting policies of the companies. The unaudited pro forma financial statements should be read in conjunction with the historical financial statements and notes thereto of Medicine Man Technologies.

The acquisition column represents the Medicine Man Technologies acquisition of both Success Nutrients and Pono Publications during 2017.

It is management’s opinion that these pro forma financial statements include all adjustments necessary for the fair presentation, in all material respects, of the proposed transaction described above in accordance with US GAAP applied on a basis consistent with SN - Pono and accounting policies.

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