Exhibit 99.03
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA OF 20/20 GLOBAL, INC.
The following unaudited pro forma combined condensed balance sheets and the unaudited pro forma combined condensed statements of operations is based on the separate historical balance sheet and statement of operations of 20/20 Global, Inc. and Mycotopia Therapies Inc. after giving effect to the acquisition. The unaudited pro forma combined condensed balance sheet as of December 31, 2019 and September 30, 2020 and the unaudited pro forma combined condensed statements of operations for the year ended December 31, 2019, and the three and nine months ended September 30, 2020 is presented as if the acquisition had occurred on January 1, 2019 and combines the historical results of 20/20 Global, Inc. and Mycotopia Therapies Inc. for periods then ended.
The unaudited pro forma combined condensed balance sheet and the unaudited pro forma combined condensed statement of operations is provided for informational purposes only. The unaudited pro forma combined condensed balance sheet and the unaudited pro forma combined condensed statement of operations is not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the acquisition been completed as of the dates indicated or that may be achieved in the future and should not be taken as representative of future consolidated results of operations or financial condition of the Company. Furthermore, no effect has been given in the unaudited pro forma combined condensed balance sheet and the unaudited pro forma combined condensed statement of operations for synergistic benefits and potential cost savings, if any, that may be realized through the combination of the two companies or the costs that may be incurred in integrating their operations.
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20/20 Global, Inc. |
Pro Forma Condensed Combined Balance Sheet |
(Unaudited) |
| | | | | | | | | | | | |
| | Historical | | | | | | | Pro Forma |
| As of December 31, 2019 |
| | 20/20 Global, Inc. | | | Mycotopia Therapies Inc. | | | Adjustments | | Combined Balance Sheet |
ASSETS | | | | | | | | | | | | |
| | | | | | | | | | | | |
Current assets | | | | | | | | | | | | |
Cash | $ | 209,164 | | $ | - | | | $ | - | | $ | 209,164 |
Prepaid expenses and other current assets | | 7,606 | | | - | | | | - | | | 7,606 |
Other deposits and receivables | | 50,100 | | | - | | | | - | | | 50,100 |
Note receivable | | 1,000 | | | - | | | | - | | | 1,000 |
Assets of discontinued operations | | 946,715 | | | - | | A | | (350,000) | | | 596,715 |
Total current assets | | 1,214,585 | | | - | | | | | | | 864,585 |
| | | | | | | | | | | | |
Property, plant and equipment, net | | 548 | | | - | | | | - | | | 548 |
Investment in PsyTech Inc. | | - | | | - | | B | | 210,000 | | | 210,000 |
Goodwill | | - | | | - | | A | | 350,220 | | | 350,220 |
| | | | | | | | | | | | |
TOTAL ASSETS | $ | 1,215,133 | | $ | - | | | $ | 210,220 | | $ | 1,425,353 |
| | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | | | | | |
| | | | | | | | | | | | |
Accounts payable and accrued expenses | $ | 55,967 | | $ | 220 | | | $ | - | | $ | 56,187 |
Liabilities of discontinued operations | | 507,263 | | | - | | | | - | | | 507,263 |
| | | | | | | | | | | | |
Total liabilities | | 563,230 | | | 220 | | | | - | | | 563,450 |
| | | | | | | | | | | | |
Stockholders' equity | | | | | | | | | | | | |
Preferred stock, $0.001 par value; 5,000,000 shares authorized and no shares issued or outstanding | | - | | | - | | | | - | | | - |
Common stock $0.001 par value; 100,000,000 shares authorized, 12,425,420 shares issued and outstanding as of December 31, 2019 | | 12,425 | | | - | | | | - | | | 12,425 |
Additional paid-in capital | | 26,246 | | | - | | B | | 210,000 | | | 236,246 |
Retained earnings | | 613,232 | | | (220) | | A | | 220 | | | 613,232 |
Total stockholders' equity | | 651,903 | | | (220) | | | | 210,220 | | | 861,903 |
| | | | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 1,215,133 | | $ | - | | | $ | 210,220 | | $ | 1,425,353 |
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20/20 Global, Inc. |
Pro Forma Condensed Combined Income Statement |
(Unaudited) |
| | | | | | | | | |
| | Historical | | | Pro Forma |
| For the Year Ended December 31, 2019 |
| | 20/20 Global, Inc. | | | Mycotopia Therapies Inc. | | | | Combined Income Statement |
| | | | | | | | | |
Revenue | $ | - | | $ | - | | | $ | - |
Cost of revenues | | - | | | - | | | | - |
Gross profit | | - | | | - | | | | - |
| | | | | | | | | |
Operating expenses: | | | | | | | | | |
General and administrative expenses | | 123,576 | | | 220 | | | | 123,796 |
Salaries and wages | | 119,298 | | | - | | | | 119,298 |
Taxes - payroll | | 8,844 | | | - | | | | 8,844 |
Total operating expenses | | 251,718 | | | 220 | | | | 251,938 |
| | | | | | | | | |
Loss from operations | | (251,718) | | | (220) | | | | (251,938) |
| | | | | | | | | |
Other income: | | | | | | | | | |
Interest income | | 16,253 | | | - | | | | 16,253 |
Interest expense | | (8) | | | - | | | | (8) |
Other income | | 22,251 | | | - | | | | 22,251 |
Loss on legal settlement | | (40,000) | | | - | | | | (40,000) |
Total other income (expense) | | (1,504) | | | - | | | | (1,504) |
| | | | | | | | | |
Net loss before provision for income tax | | (253,222) | | | (220) | | | | (253,442) |
Provision for income tax expense | | - | | | - | | | | - |
Net loss from continuing operations | | (253,222) | | | (220) | | | | (253,442) |
Net income from discontinued operations, net of tax | | 258,025 | | | - | | | | 258,025 |
Net (loss) income | $ | 4,803 | | $ | (220) | | | $ | 4,583 |
| | | | | | | | | |
Basic and fully diluted loss per share from continuing operations | $ | (0.02) | | $ | (0.00) | | | $ | (0.02) |
Basic and fully diluted earnings per share from discontinued operations | $ | 0.02 | | $ | - | | | $ | 0.02 |
Basic and fully diluted earnings per share | $ | 0.00 | | $ | (0.00) | | | $ | 0.00 |
| | | | | | | | | |
Weighted average shares outstanding - basic and diluted | | 12,425,420 | | | 1,000,000 | | | | 12,425,420 |
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20/20 Global, Inc. |
Pro Forma Condensed Combined Balance Sheet |
(Unaudited) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | Historical | | | | | | | Pro Forma |
| | As of September 30, 2020 |
| | 20/20 Global, Inc. | | | Mycotopia Therapies Inc. | | | | Adjustments | | | Combined Balance Sheet |
ASSETS | | | | | | | | | | | | |
| | | | | | | | | | | | |
Current assets | | | | | | | | | | | | |
Cash | $ | 51,874 | | $ | 117,933 | | | $ | - | | $ | 169,807 |
Other deposits and receivables | | 48,096 | | | - | | | | - | | | 48,096 |
Assets of discontinued operations | | 384,807 | | | - | | A | | (350,000) | | | 34,807 |
Total current assets | | 484,777 | | | 117,933 | | | | | | | 252,710 |
| | | | | | | | | | | | |
Investment in PsyTech | | - | | | - | | B | | 210,000 | | | 210,000 |
Goodwill | | - | | | - | | A | | 358,511 | | | 358,511 |
| | | | | | | | | | | | |
TOTAL ASSETS | $ | 484,777 | | $ | 117,933 | | | $ | 218,511 | | $ | 821,221 |
| | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | | | | | |
| | | | | | | | | | | | |
Accounts payable and accrued expenses | $ | 1,149 | | $ | 1,444 | | | $ | - | | $ | 2,593 |
Total current liabilities | | 1,149 | | | 1,444 | | | | | | | 2,593 |
| | | | | | | | | | | | |
Notes payable, related party | | - | | | 125,000 | | | | - | | | 125,000 |
| | | | | | | | | | | | |
Total liabilities | | 1,149 | | | 126,444 | | | | - | | | 127,593 |
| | | | | | | | | | | | |
Stockholders' equity | | | | | | | | | | | | |
Preferred stock, $0.001 par value; 5,000,000 shares authorized and no shares issued or outstanding | | - | | | - | | | | - | | | - |
Common stock $0.001 par value; 100,000,000 shares authorized, 12,925,420 shares issued and outstanding as of December 31, 2019 | | 12,925 | | | - | | | | - | | | 12,925 |
Additional paid-in capital | | 50,746 | | | - | | B | | 210,000 | | | 260,746 |
Retained earnings | | 419,957 | | | (8,511) | | A | | 8,511 | | | 419,957 |
Total stockholders' equity | | 483,628 | | | (8,511) | | | | 218,511 | | | 693,628 |
| | | | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 484,777 | | $ | 117,933 | | | $ | 218,511 | | $ | 821,221 |
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20/20 Global, Inc. |
Pro Forma Condensed Combined Income Statement for the three months ended September 30, 2020 |
(Unaudited) |
| | | | | | | | | |
| | | | | | | | | |
| | Historical | | | Pro Forma |
| | For the three months ending September 30, 2020 |
| | 20/20 Global, Inc. | | | Mycotopia Therapies Inc. | | | | Combined Income Statement |
| | | | | | | | | |
| | | | | | | | | |
Operating expenses: | | | | | | | | | |
General and administrative expenses | $ | 24,013 | | $ | 2,356 | | | $ | 26,369 |
Consulting - related party | | 25,000 | | | - | | | | 25,000 |
Total operating expenses | | 49,013 | | | 2,356 | | | | 51,369 |
| | | | | | | | | |
Loss from operations | | (49,013) | | | (2,356) | | | | (51,369) |
| | | | | | | | | |
Other income (expense): | | | | | | | | | |
Interest income | | 280 | | | - | | | | 280 |
Interest expense | | - | | | (551) | | | | (551) |
Total other income (expense) | | 280 | | | (551) | | | | (271) |
| | | | | | | | | |
Net loss before provision for income tax | | (48,733) | | | (2,907) | | | | (51,640) |
Provision for income tax expense | | - | | | - | | | | - |
Net loss from continuing operations | | (48,733) | | | (2,907) | | | | (51,640) |
Net (loss) income from discontinued operations before provision for income tax | | (30,324) | | | - | | | | (30,324) |
Provision for income tax expense from discontinued operations | | - | | | - | | | | - |
Net (loss) income from discontinued operations | | (30,324) | | | - | | | | (30,324) |
Net (loss) income | | (79,057) | | | (2,907) | | | | (81,964) |
| | | | | | | | | |
Basic and fully diluted earnings per share from continuing operations | $ | (0.00) | | $ | (0.00) | | | $ | �� (0.00) |
Basic and fully diluted (loss) earnings per share from discontinued operations | $ | (0.00) | | $ | - | | | $ | (0.00) |
Basic and fully diluted (loss) earnings per share | $ | (0.01) | | $ | (0.00) | | | $ | (0.01) |
| | | | | | | | | |
Weighted average shares outstanding - basic and diluted | | 12,816,724 | | | 1,000,000 | | | | 12,816,724 |
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20/20 Global, Inc. |
Pro Forma Condensed Combined Income Statement for the nine months ended September 30, 2020 |
(Unaudited) |
| | | | | | | | |
| | | | | | | | |
| | Historical | | | Pro Forma |
| | For the nine months ending September 30, 2020 |
| | 20/20 Global, Inc. | | | Mycotopia Therapies Inc. | | | Combined Income Statement |
| | | | | | | | |
| | | | | | | | |
Operating expenses: | | | | | | | | |
General and administrative expenses | $ | 85,448 | | $ | 7,067 | | $ | 92,515 |
Consulting - related party | | 25,000 | | | - | | | 25,000 |
Total operating expenses | | 110,448 | | | 7,067 | | | 117,515 |
| | | | | | | | |
Loss from operations | | (110,448) | | | (7,067) | | | (117,515) |
| | | | | | | | |
Other income (expense): | | | | | | | | |
Interest income | | 2,143 | | | - | | | 2,143 |
Interest expense | | - | | | (1,224) | | | (1,224) |
Total other income (expense) | | 2,143 | | | (1,224) | | | 919 |
| | | | | | | | |
Net loss before provision for income tax | | (108,305) | | | (8,291) | | | (116,596) |
Provision for income tax expense | | - | | | - | | | - |
Net loss from continuing operations | | (108,305) | | | (8,291) | | | (116,596) |
Net (loss) income from discontinued operations before provision for income tax | | (84,970) | | | - | | | (84,970) |
Provision for income tax expense from discontinued operations | | - | | | - | | | - |
Net (loss) income from discontinued operations | | (84,970) | | | - | | | (84,970) |
Net (loss) income | | (193,275) | | | (8,291) | | | (201,566) |
| | | | | | | | |
Basic and fully diluted earnings per share from continuing operations | $ | (0.01) | | $ | (0.01) | | $ | (0.01) |
Basic and fully diluted (loss) earnings per share from discontinued operations | $ | (0.01) | | $ | - | | $ | (0.01) |
Basic and fully diluted (loss) earnings per share | $ | (0.02) | | $ | (0.01) | | $ | (0.02) |
| | | | | | | | |
Weighted average shares outstanding - basic and diluted | | 12,556,807 | | | 1,000,000 | | | 12,556,807 |
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Note 1 – Basis of Pro Forma Presentation
The acquisition was accounted for under the purchase method of accounting in accordance with ASC 805. The fair value of assets acquired and liabilities assumed was based upon a preliminary valuation and the Company’s estimates and assumptions are subject to change within the measurement period. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.
The unaudited pro forma condensed combined balance sheets as of December 31, 2019 are derived from our audited balance sheet and the audited balance sheet of Mycotopia Therapies Inc., in each case as of December 31, 2019.
The unaudited pro forma condensed combined balance sheets as of September 30, 2020 are derived from our unaudited balance sheet and the unaudited balance sheet of Mycotopia Therapies Inc., in each case as of September 30, 2020.
The unaudited pro forma condensed combined income statements for the year ending December 31, 2019 are derived from our audited statement of operations and the audited statement of operations of Mycotopia Therapies Inc., in each case for the year ending December 31, 2019.
The unaudited pro forma condensed combined income statements for the three and nine months ending September 30, 2020 are derived from our unaudited statement of operations and the unaudited statement of operations of Mycotopia Therapies Inc., in each case for the three and nine months ending September 30, 2020.
Note 2 – Pro Forma Adjustments
The following pro forma adjustments are included in the Company’s unaudited pro forma combined financial information:
A.To record the cash component of the consideration paid for Mycotopia Therapies Inc. and the preliminary fair value of goodwill in connection with the acquisition.
B.To record the preliminary fair value of the acquisition of PsychedeliTech, Inc., an Ontario corporation (“PsyTech”). In accordance with the terms of the acquisition, Ehave will transfer 1,050,000 shares of PsyTech to Mycotopia.
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