Jacksam (JKSM) 8-K Entry into a Material Definitive Agreement

EXHIBIT 99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Acquisition of Jacksam Corporation

On September 14, 2018, our wholly owned subsidiary, Jacksam Acquisition Corp., a corporation formed in the State of Nevada on September 11, 2018, or the Acquisition Sub, merged with and into Jacksam Corporation, a corporation incorporated in August 2013 in the State of Delaware, referred to herein as Jacksam. Pursuant to this transaction, or the Merger, Acquisition Sub was the surviving corporation, and changed its name to “Jacksam Corporation”. All of the outstanding capital stock of Jacksam was converted into shares of our Common Stock.

As a result of the Merger, we acquired the one hundred percent (100%) of the issued and outstanding shares and the business of Jacksam and will continue the existing business operations of Jacksam as our wholly owned Operating subsidiary under the name Jacksam Corporation.

In accordance with the terms of the Exchange Agreement, and in connection with the completion of the acquisition, on the Closing Date we issued 45,000,000 shares of our common stock, par value $0.001 per share to the Jacksam shareholders in exchange for all of the issued and outstanding Jacksam. Following the acquisition there is a total of 48,272,311 shares of common stock issued and outstanding of which 3,272,311 are held by shareholders of the Company prior to the merger.

The following unaudited pro forma combined financial statements give effect to the Agreement and Plan of Share Exchange between Jacksam Corporation and China Grand Resorts, Inc.

The Acquisition will be accounted for as a “reverse merger” and recapitalization since, immediately following the completion of the transaction, the prior owners of Jacksam will have effective control of the public entity. For accounting purposes, Jacksam will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of China Grand Resorts, Inc. Accordingly, Jacksam’s assets, liabilities and results of operations will become the historical financial statements of the registrant, and the Company’s assets, liabilities and results of operations will be consolidated with Jacksam effective as of the date of the closing of the Merger. No step-up in basis or intangible assets or goodwill will be recorded in this transaction.  

The unaudited pro forma combined balance sheet as of June 30, 2018, as well as the unaudited combined statements of operations for the year ended December 31, 2017 and for the six months ended June 30, 2018, presented herein, gives effect to the Merger as if the transaction had occurred at the beginning of such period and includes certain adjustments within the Stockholder’s Equity section that are directly attributable to the transaction. Historically the fiscal year end for China Grand Resorts, Inc. was September 30 compared to December 31 for Jacksam. In accordance with SEC guidance these period ends are considered comparable because they are within 93 days. As such the Pro Forma Statement of Operations for the year ended December 31, 2017 is combining the fiscal year ended September 30, 2017 for China Grand Resorts, Inc. with the fiscal year ended December 31, 2017 for Jacksam. The Pro Forma Statement of Operations for the six months ended June 30, 2018 is combining the six months ended March 31, 2018 for China Grand Resorts, Inc. with the six months ended June 30, 2018 for Jacksam.

The unaudited pro forma combined financial statements have been prepared for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had Jacksam and China Grand Resorts, Inc. been a combined company during the specified periods. The unaudited pro forma combined financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the historical combined financial statements of Jacksam Corporation included herein, and the historical financial statements of China Grand Resorts, Inc. included in its Annual Report on Form 10-K for the year ended September 30, 2017 and its Quarterly Report on Form 10-Q for the six months ended March 31, 2018 and nine months ended June 30, 2018.

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China Grand Resorts, Inc.

Pro Forma Combined Balance Sheet 

As of June 30, 2018

(unaudited)

							Pro Forma			Pro Forma
	Jacksam			China Grand			Adjustments			Combined
Assets
Current Assets:
Cash	$	1,620,776		$	-					$	1,620,776
Accounts receivable		18,500			-						18,500
Inventory		898,592			-						898,592
Prepaid expenses		27,900			-						27,900
Marketable securities		200,004			-						200,004
Total Current Assets		2,765,772			-						2,765,772
Property and Equipment, net		14,879			-						14,879
Other Assets		-			-						-
Total Assets	$	2,780,651		$	-					$	2,780,651
Liabilities and Stockholders (Deficit)
Current Liabilities:
Accounts Payable and Accrued Expenses	$	184,390		$	44,012					$	228,402
Deferred Revenue		291,473			-						291,473
Convertible notes payable, current portion		1,500,000			-						1,500,000
Notes Payable		105,000			-						105,000
Total Current Liabilities		2,080,863			44,012						2,124,875
Long-Term Liabilities:
Convertible Notes Payables		1,718,500			-						1,718,500
Total Long-Term Liabilities		1,718,500			-						1,718,500
Total Liabilities		3,799,363			44,012						3,843,375
Stockholders' Deficit:
Common Stock - 100,000,000 authorized, $0.001 par value, 33,272,311 (pre-merger) shares issued and outstanding		-			33,272			15,000			48,272
Common Stock - Series A, 600,000 authorized, $0.0001 par value, 149,870 (pre-merger) shares issued and outstanding		15			-			(15	)		-
Common Stock - Series B, 400,000 authorized, $0.0001 par value, 0 shares issued and outstanding		-			-						-
Additional Paid-In Capital		1,976,135			11,728,510			(11,820,779	)		1,883,866
Accumulated Deficit		(2,994,862	)		(11,805,794	)		11,805,794			(2,994,862	)
Total Stockholders' Deficit		(1,018,712	)		(44,012	)					(1,062,724	)
Total Liabilities, and Stockholders' Deficit	$	2,780,651		$	-					$	2,780,651

The accompanying notes are an integral part of these unaudited financial statements

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China Grand Resorts, Inc.

Pro Forma Combined Statement of Operations

For the twelve months ended December 31, 2017

(unaudited)

								Pro Forma	Pro Forma
	Jacksam			China Grand				Adjustments	Combined
Sales	$	1,569,456		$	-				$	1,569,456
Cost of Sales		1,248,919			-					1,248,919
							��
Gross Profit		320,537			-					320,537
Operating Expenses
Selling, general and administrative expenses		1,025,982			3,832					1,029,814
Stock based compensation		543,479			-					543,479
Depreciation and amortization		1,066			-					1,066
Total operating expenses		1,570,527			3,832					1,574,359
(Loss) from operations		(1,249,990	)		(3,832	)				(1,253,822	)
Other (Expense)
Interest expense		(74,982	)		(48,696	)				(123,678	)
Other expense		-			-					-
Total other (Expense)		(74,982	)		(48,696	)				(123,678	)
Net Loss	$	(1,324,972	)	$	(52,528	)			$	(1,377,500	)
Weighted average shares outstanding
Basic and diluted					33,272,311					48,272,311
Loss per share
Basic and diluted					(0.00	)				(0.03	)

The accompanying notes are an integral part of these unaudited financial statements

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China Grand Resorts, Inc.

Pro Forma Combined Statement of Operations

For the six months ended June 30, 2018

(unaudited)

							Pro Forma	Pro Forma
	Jacksam			China Grand			Adjustments	Combined
Sales	$	3,352,227		$	-			$	3,352,227
Cost of Sales		2,112,438			-				2,112,438
Gross Profit		1,239,789			-				1,239,789
Operating Expenses
Selling, general and administrative expenses		1,588,165			41,207				1,629,372
Depreciation and amortization		534			-				534
Total operating expenses		1,588,699			41,207				1,629,906
(Loss) from operations		(348,910	)		(41,207	)			(390,117	)
Other (Expense)
Interest expense		(66,328	)		(24,348	)			(90,676	)
Other expense		-			-				-
Total other (Expense)		(66,328	)		(24,348	)			(90,676	)
Net Loss	$	(415,238	)	$	(65,555	)		$	(480,793	)
Weighted average shares outstanding
Basic and diluted					33,272,311				48,272,311
Loss per share
Basic and diluted					(0.00	)			(0.01	)

The accompanying notes are an integral part of these unaudited financial statements

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NOTES AND ASSUMPTIONS TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(Unaudited)

  

(1)	The existing shareholders of China Grand Resorts will return 30,000,000 shares to treasury leaving them with a total of 3,272,311 shares of common stock.
(2)	The shareholders of Jacksam Corp will exchnage 149,870 shares of common stock for 45,000,000 shares of China Grand Resorts.
(3)	The transaction eliminates the accumualted deficit of China Grant Resorts (the accounting acquiree).

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