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

Exhibit 99.3

MEDICINE MAN TECHNOLOGIES, INC.

BALANCE SHEETS

(UNAUDITED)

Expressed in U.S. Dollars

	Medicine Man Tech			Denver Consulting Group			Eliminations			Acquisition		Total
	September 30, 2017			September 30, 2017			September 30, 2017			September 30, 2017		September 30, 2017
Assets
Current assets
Cash and cash equivalents	$	826,257		$	216,129		$	114,502		$	–	$	927,884
Accounts receivable, net		356,940			83,234			83,234			–		356,940
Accounts receivable - related party		41,962			–			–			–		41,962
Inventory		87,685			–			–			–		87,685
Short-term note receivable		286,455			–			–			–		286,455
Other assets		106,811			1,116			1,116			–		106,811
Total current assets		1,706,110			300,479			198,852			–		1,807,737
Non-current assets
Fixed assets, net accumulated depreciation	$	155,529		$	26,833		$	26,833		$	–	$	155,529
Intangible assets, net accumulated amortization		89,340			–			–			–		89,340
Goodwill		6,301,080			–			–			3,003,226		9,304,306
Total non-current assets		6,545,949			26,833			26,833			3,003,226		9,549,175
Total assets	$	8,252,059		$	327,312		$	225,685		$	3,003,226	$	11,356,912
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	44,189		$	435		$	435		$	–	$	44,189
Accounts payable - related party		9,776			–			–			–		9,776
Derivative liability		159,105			–			–			–		159,105
Other liabilities		–			23,857			9,157			–		14,700
Total current liabilities		213,070			24,292			9,592			–		227,770
Long-term liabilities
Note payable - related party	$	58,280		$	–		$	–		$	–	$	58,280
Convertible loan		675,000			–			–			–		675,000
Total long-term liabilities		733,280			–			–			–		733,280
Total liabilities		946,350			24,292			9,592			–		961,050
Shareholders’ equity
Common stock $0.01 par value	$	20,246		$	–		$	–		$	2,258	$	22,504
Additional paid-in capital		11,345,374			–			–			3,000,968		14,346,342
Additional paid-in capital - Warrants		2,100,318			–			–			–		2,100,318
Shareholder distributions		–			(268,975	)		(268,975	)		–		–
Accumulated other comprehensive income (loss)		–			–			–			–		–
Retained earnings		(6,160,229	)		571,995			485,068			–		(6,073,302	)
Total shareholders' equity		7,305,709			303,020			216,093			3,003,226		10,395,862
Total liabilities and stockholders’ equity	$	8,252,059		$	327,312		$	225,685		$	3,003,226	$	11,356,912

See accompanying notes to the financial statements

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MEDICINE MAN TECHNOLOGIES, INC.

STATEMENT OF COMPREHENSIVE (LOSS) AND INCOME

(UNAUDITED)

For the Nine Months Ended September 30, 2017

Expressed in U.S. Dollars

	Medicine Man Tech			Denver Consulting Group		Eliminations		Acquisition		Total
	September 30, 2017			September 30, 2017		September 30, 2017		September 30, 2017		September 30, 2017
Operating revenues
Product sales	$	506,900		$	–	$	–	$	–	$	506,900
Product sales - related party		184,711			–		–		–		184,711
Licensing fees		848,816			–		–		–		848,816
Consulting fees		805,086			981,598		134,692		–		1,651,992
Consulting fees - related party		–			16,998		–		–		16,998
Seminar fees		6,239			–		–		–		6,239
Total revenue		2,351,752			998,596		134,692		–		3,215,656
Cost of services
Cost of services	$	694,018		$	–	$	–	$	–	$	694,018
Cost of services - related party		40,327			–		–		–		40,327
Subcontractors		–			68,069		47,043		–		21,026
Salaries		–			214,767		–		–		214,767
Licensing, subscriptions and permits		–			500		–		–		500
Total cost of services		734,345			283,336		47,043		–		970,638
Gross profit	$	1,617,407		$	715,260	$	87,649	$	–	$	2,245,018
Operating expenses
General and administrative	$	735,018		$	103,589	$	722	$	–	$	837,885
Professional services		384,278			21,546		–		–		405,824
Insurance		–			33,344		–		–		33,344
Acquisition costs		141,301			–		–		–		141,301
Stock based compensation		4,644,318			–		–		–		4,644,318
Officers/Directors incentive compensation		90,823			–		–		–		90,823
Travel		–			27,511		–		–		27,511
Advertising		136,436			21,995		–		–		158,431
Salaries		220,365			–		–		–		220,365
Total operating expenses	$	6,352,539		$	207,985	$	722	$	–	$	6,559,802
Income from operations	$	(4,735,132	)	$	507,275	$	86,927	$	–	$	(4,314,784	)
Other income/expense
Interest income	$	(22,439	)	$	–	$	–	$	–	$	(22,439	)
Net loss on derivative		4,706			–		–		–		4,706
Interest expense related to convertible notes		66,965			–		–		–		66,965
Loss on management fee contracts		70,257			–		–		–		70,257
Net unrealized loss on available for sale securities		14,457			–		–		–		14,457
Other income		(219	)		689		–		–		470
Total other expense	$	133,727		$	689	$	–	$	–	$	134,416
Net income (loss) before income taxes	$	(4,868,859	)	$	506,586	$	86,927	$	–	$	(4,449,200	)
Income tax expense		–			–		–		–		–
Net income (loss)	$	(4,868,859	)	$	506,586	$	86,927	$	–	$	(4,449,200	)
Other comprehensive income (loss), net of tax
Net unrealized (loss) on available for sale securities		–			–		–		–		–
Total other comprehensive income (loss), net of tax	$	–		$	–	$	–	$	–	$	–
Comprehensive loss	$	(4,868,859	)	$	506,586	$	86,927	$	–	$	(4,449,200	)

See accompanying notes to the financial statements

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MEDICINE MAN TECHNOLOGIES, INC.

BALANCE SHEETS

(UNAUDITED)

Expressed in U.S. Dollars

	Medicine Man Tech			Denver Consulting Group			Eliminations		Acquisition		Total
	December 31, 2016			December 31, 2016			December 31, 2016		December 31, 2016		December 31, 2016
Assets
Current assets
Cash and cash equivalents	$	351,524		$	32,495		$	–	$	–	$	384,019
Accounts receivable, net		25,000			45,564			–		–		70,564
Available for sale securities		13,998			–			–		–		13,998
Short-term note receivable		264,016			–			–		–		264,016
Other assets		27,479			4,123			–		–		31,602
Total current assets		682,017			82,182			–		–		764,199
Non-current assets
Fixed assets, net accumulated depreciation	$	42,126		$	34,085		$	–	$	–	$	76,211
Intangible assets, net accumulated amortization		3,708			–			–		–		3,708
Goodwill		–			–			–		3,003,226		3,003,226
Total non-current assets		45,834			34,085			–		3,003,226		3,083,145
Total assets	$	727,851		$	116,267		$	–	$	3,003,226	$	3,847,344
Liabilities and Stockholders’ Equity
Current liabilities
Derivative liability	$	294,002		$	–		$	–	$	–	$	294,002
Accounts payable - related party		–			1,282			–		–		1,282
Short-term loan payable		–			30,820			–		–		30,820
Customer deposits		–			74,632			–		–		74,632
Other liabilities		175			9,571			–		–		9,746
Total current liabilities		294,177			116,305			–		–		410,482
Long-term liabilities
Convertible loan	$	810,000		$	–		$	–	$	–	$	810,000
Total long-term liabilities		810,000			–			–		–		810,000
Total liabilities		1,104,177			116,305			–		–		1,220,482
Shareholders’ equity
Common stock $0.01 par value	$	10,403		$	–		$	–	$	2,258	$	12,661
Additional paid-in capital		1,026,052			–			–		3,000,968		4,027,020
Distributions		–			(65,447	)		–		–		(65,447	)
Accumulated other comprehensive income (loss)		(4,303	)		–			–		–		(4,303	)
Retained earnings		(1,408,478	)		65,409			–		–		(1,343,069	)
Total shareholders' equity		(376,326	)		(38	)		–		3,003,226		2,626,862
Total liabilities and stockholders’ equity	$	727,851		$	116,267		$	–	$	3,003,226	$	3,847,344

See accompanying notes to the financial statements

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Basis of Presentation

On May 5, 2017, the Company entered into a Merger Agreement with Denver Consulting Group, LLC, a Colorado corporation, in order to facilitate our acquisition of this entity. Also, on or about May 5, 2017, a majority of the holders of our Common Stock ratified in writing their approval of the proposed Merger with Denver Consulting Group, LLC (hereinafter referred to as the “DCG Transaction.”) The Transaction become effective on July 21, 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”).

At the Effective Time we issued an aggregate of 2,258,065 shares of our Common Stock to the DCG members in exchange for 100% of the ownership of the company. DCG became a wholly owned subsidiary of our Company.

On the Effective Date the Company assumed assets and liabilities related to revenue transactions, and all of their plans of operation.

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

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

a) an unaudited pro forma balance sheet combining the unaudited balance sheets as of September 30, 2017 and giving effect to the transaction as if it occurred on September 30, 2017,

a. the Medicine Man Tech column represents only the Medicine Man Tech figures at September 30, 2017

b. the Denver Consulting Group column represents the consolidation of this acquisition

c. the Eliminations column represents the elimination of the consolidation. This elimination represents the elimination of the period from July 21, 2017 to September 30, 2017 where DCG activity is shown in both the DCG column and the MMT column.

b) an unaudited pro forma statement of operations combining the unaudited statement of operations for the nine months ended September 30, 2017,

a. the Medicine Man Tech column represents the consolidated Medicine Man Tech figures at September 30, 2017, which includes DCG from July 21, 2017 forward

b. the Denver Consulting Group column represents the consolidation of this acquisition

c. the Eliminations column represents the eliminations of the consolidation. This elimination represents the elimination of the period from July 21, 2017 to September 30, 2017 where DCG activity is shown in both the DCG column and the MMT column.

Based on the review of the accounting policies of DCG 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 DCG 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 DCG and accounting policies.

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