Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - BARFRESH FOOD GROUP INC. | f8k0112_movingbox.htm |
| EX-2.1 - SHARE EXCHANGE AGREEMENT - BARFRESH FOOD GROUP INC. | f8k0112ex2i_movingbox.htm |
| EX-10.5 - AMENDMENT NO. 2 TO AGREEMENT - BARFRESH FOOD GROUP INC. | f8k0112ex10v_movingbox.htm |
| EX-99.1 - AUDITED CONSOLIDATED FINANCIAL STATEMENTS - BARFRESH FOOD GROUP INC. | f8k0112ex99i_movingbox.htm |
| EX-10.1 - AGREEMENT OF SALE - BARFRESH FOOD GROUP INC. | f8k0112ex10i_movingbox.htm |
| EX-10.4 - FORM OF LOCK UP AGREEMENT - BARFRESH FOOD GROUP INC. | f8k0112ex10iv_movingbox.htm |
| EX-99.2 - UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS - BARFRESH FOOD GROUP INC. | f8k0112ex99ii_movingbox.htm |
| EX-10.2 - SUBSCRIPTION AGREEMENT - BARFRESH FOOD GROUP INC. | f8k0112ex10ii_movingbox.htm |
| EX-10.6 - INVESTOR RELEASE - BARFRESH FOOD GROUP INC. | f8k0112ex10vi_movingbox.htm |
| EX-10.3 - FORM OF WARRANT - BARFRESH FOOD GROUP INC. | f8k0112ex10iii_movingbox.htm |
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
The following unaudited pro forma condensed combined statement of operations of Barfresh Inc. (“Barfresh”) gives effect to the merger of Barfresh and Moving Box, Inc. (“Moving Box”) as if such transaction occurred at the beginning of the periods presented. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2010 is derived from the audited financial statements of Barfresh and Moving Box. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2011 is derived from the unaudited financial statements of Barfresh and Moving Box.
The unaudited pro forma condensed combined balance sheet at September 30, 2011 gives effect to the merger of Barfresh and Moving Box as if such transaction occurred on September 30, 2011. The unaudited pro forma condensed combined balance sheet is derived from the unaudited balance sheets of Barfresh and Moving Box as of September 30, 2011.
The unaudited pro forma condensed combined financial data do not reflect the effects of any anticipated changes to be made by Barfresh in its operations from the historical operations and are presented for informational purposes only and should not be construed to be indicating (i) the results of operations or the financial position of Barfresh that actually would have occurred had the proposed merger been consummated as of the dates indicated or (ii) the results of operation or the financial position of Barfresh in the future.
The proposed merger is expected to be accounted for as a reverse merger and it is the intention of the parties to discontinue the operations of Moving Box immediately upon closing.
The following pro forma condensed combined financial data and notes are qualified in their entirety by reference to, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” the consolidated financial statements and notes thereto of Barfresh and other historical information included elsewhere in this filing.
F-1
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Barfresh Inc.
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Proforma Condensed Combined Balance Sheets
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As of September 30, 2011
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Barfresh
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Moving Box
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Adjustments
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Pro Forma
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Assets
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Cash and cash equivalents
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$ | - | $ | 63,534 | $ | 415,329 | $ | 478,863 | ||||||||
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Intangible assets
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35,254 | - | 35,254 | |||||||||||||
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Total assets
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$ | 35,254 | $ | 63,534 | $ | 415,329 | $ | 514,117 | ||||||||
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Liabilities and stockholders’ deficit
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Loans payable - related party
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$ | - | $ | 110,200 | $ | (110,200 | ) | $ | - | |||||||
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Amounts due to related party
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131,652 | 158,750 | (158,750 | ) | 131,652 | |||||||||||
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Interest payable
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12,411 | (12,411 | ) | - | ||||||||||||
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Deferred revenue
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4,019 | (4,019 | ) | - | ||||||||||||
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Total liabilities
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131,652 | 285,380 | (285,380 | ) | 131,652 | |||||||||||
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Stockholders’ deficit:
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Common stock
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1,000 | 7 | (5 | ) | 1,002 | |||||||||||
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Additional paid in capital
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40,498 | 478,868 | 519,366 | |||||||||||||
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Deficit accumulated during development stage
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(97,398 | ) | (262,351 | ) | 221,846 | (137,903 | ) | |||||||||
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Total stockholders’ deficit
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(96,398 | ) | (221,846 | ) | 221,846 | 382,465 | ||||||||||
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Total liabilities and stockholders’ deficit
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$ | 35,254 | $ | 63,534 | $ | 415,329 | $ | 514,117 | ||||||||
F-2
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Barfresh Inc.
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Proforma Condensed Combined Statements of Operations
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For the Nine Months Ended September 30, 2011
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Barfresh
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Moving Box
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Adjustments
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Pro Forma
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Revenues
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$ | - | $ | 75,119 | $ | (75,119 | ) | $ | - | |||||||
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Operating expenses
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Production costs
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- | 93,788 | (93,788 | ) | - | |||||||||||
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General and administrative
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72,528 | 8,297 | (8,297 | ) | 72,528 | |||||||||||
| 72,528 | 102,085 | (102,085 | ) | 72,528 | ||||||||||||
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Income (loss) from operations
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(72,528 | ) | (26,966 | ) | 26,966 | (72,528 | ) | |||||||||
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Other (expenses)
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- | 67,285 | (67,285 | ) | - | |||||||||||
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Income (loss) from operations before income taxes
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(72,528 | ) | 40,319 | (40,319 | ) | (72,528 | ) | |||||||||
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Income tax provision
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- | - | - | - | ||||||||||||
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Net loss
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$ | (72,528 | ) | $ | 40,319 | $ | (40,319 | ) | $ | (72,528 | ) | |||||
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Per share information – basic and fully diluted:
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Weighted average shares outstanding
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11,333,332 | |||||||||||||||
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Net loss per share, basic
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$ | (0.01 | ) | |||||||||||||
F-3
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Barfresh Inc.
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Proforma Condensed Combined Statements of Operations
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For the Year Ended December 31, 2010
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Barfresh
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Moving Box
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Adjustments
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Pro Forma
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Revenues
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$ | - | $ | - | $ | - | $ | - | ||||||||
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Operating expenses
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Production costs
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- | 248,924 | (248,924 | ) | - | |||||||||||
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General and administrative
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23,447 | 41,969 | (41,969 | ) | 23,447 | |||||||||||
| 23,447 | 290,893 | (290,893 | ) | 23,447 | ||||||||||||
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Income (loss) from operations
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(23,447 | ) | (290,893 | ) | 290,893 | (23,447 | ) | |||||||||
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Other (expenses)
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- | - | - | - | ||||||||||||
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Income (loss) from operations before income taxes
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(23,447 | ) | (290,893 | ) | 290,893 | (23,447 | ) | |||||||||
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Income tax provision
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- | - | - | - | ||||||||||||
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Net loss
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$ | (23,447 | ) | $ | (290,893 | ) | $ | 290,893 | (23,447 | ) | ||||||
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Per share information – basic and fully diluted:
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Weighted average shares outstanding
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11,333,332 | |||||||||||||||
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Net loss per share, basic
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$ | 0.00 | ||||||||||||||
F-4
Barfresh Inc.
Notes to Proforma Condensed Combined Financial Statements
Note 1. Merger
On January 10, 2012 Barfresh and Moving Box entered into a series of agreements whereby Moving Box acquired all of the outstanding shares of Barfresh in exchange for the issuance of 9.333.332 common shares. As a result of the exchange, Barfresh became a wholly owned subsidiary of Moving Box. The exchange was accounted for as a recapitalization effected by a share exchange, wherein Barfresh is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of Barfresh have been brought forward at their book value and no goodwill has been recognized.
In addition Moving Box entered into an agreement with a principal of Moving Box to sell to that principal all of its equity interest in it subsidiary in exchange for a total of 4,500,000 shares of Moving Box common stock held by the principal. The shares of common stock acquired in this Spin-Out were cancelled following the above discussed merger.
These proforma financial statements give effect to the above described transactions as if they occurred at the date of the financial statements.
Note 2. Financing Transaction
Immediately following the merger, Moving Box completed an initial closing of the sale of units consisting of an aggregate of (i) 169,086 shares of its common stock and (ii) Warrants to purchase 169,086 shares of common stock which have a five-year term and an initial per share exercise price of $6.00, subject to adjustment as described below. The price per unit was $3.00 for an aggregate Purchase Price of $507,258. Expenses of the offering, consisting primarily of legal fees were $28,395, for net proceeds of $478,863.
The Warrants have a five-year term and are exercisable for an aggregate of 169,086 shares of our common stock at an initial per share exercise price of $6.00, subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes. The Warrants are exercisable on a cash basis.
These proforma financial statements give effect to the above described transactions as if they occurred at the date of the financial statements.
Note 3. Earnings Per Share
The proforma weighted average shares outstanding gives effect to the issuance of 9,333,332 shares of common stock in connection with the merger as if it occurred at the beginning of the periods presented.
There was no common stock equivalents in either period presented.
F- 5