Attached files
Exhibit 99.8
Unaudited Pro Forma Condensed Financial Statements
Table of Contents
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Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2016 | 1 |
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Unaudited Pro Forma Consolidated Statement of Operations |
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for the Year Ended December 31, 2015 | 2 |
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Unaudited Pro Forma Consolidated Statement of Operations |
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for the Nine Months Ended September 30, 2016 | 3 |
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Notes to the Unaudited Pro Forma Consolidated Financial Statements | 4 |
InterLok Key Management Inc. Unaudited Pro Forma Consolidated Balance Sheet September 30, 2016 | |||||||||
| Butte Highlands Mining Company | InterLok Key Management Inc. | Combined Totals | Pro Forma Adjustments | Ref | Adjusted Pro Forma Totals | |||
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ASSETS |
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| CURRENT ASSETS |
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| Cash and cash equivalents | $ 70,926 | $ 161,238 | $ 232,164 | $ 82,656 | 1, 2 | $ 314,820 | |
| TOTAL CURRENT ASSETS | 70,926 | 161,238 | 232,164 | 82,656 |
| 314,820 | ||
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| OTHER ASSETS |
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| Patents | - | 75 | 75 |
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| 75 | |
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TOTAL ASSETS | $ 70,926 | $ 161,313 | $ 232,239 | $ 82,656 |
| $ 314,895 | |||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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| CURRENT LIABILITIES |
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| Accounts payable | $ 9,174 | $ - | $ 9,174 |
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| $ 9,174 | |
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| Accrued interest payable | - | 1,525 | 1,525 |
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| 1,525 | |
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| Advances payable to related party | - | 42,662 | 42,662 |
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| 42,662 | |
| TOTAL CURRENT LIABILITIES | 9,174 | 44,187 | 53,361 | - |
| 53,361 | ||
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| Convertible notes payable | - | 210,000 | 210,000 |
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| 210,000 | |
| TOTAL LIABILITIES | 9,174 | 254,187 | 263,361 | - |
| 263,361 | ||
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| STOCKHOLDERS' EQUITY (DEFICIT) |
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| Preferred stock, $0.001 par value; 20,000,000 shares |
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| authorized; none issued and outstanding | - | - | - |
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| Common stock, Class A, $0.001 par value; 500,000,000 shares |
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| authorized; 1,443,017 shares issued and outstanding | 1,443 |
| 1,443 | 56,656 | 4 | 58,099 |
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| Common stock, Class B, $0.001 par value; 1,707,093 shares |
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| authorized; 1,538,872 shares issued and outstanding | 1,539 |
| 1,539 |
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| 1,539 |
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| Common stock, $0.001 par value; 100,000,000 shares |
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| authorized; 3,000,000 shares issued and outstanding | - | 3,000 | 3,000 | 53,656 | 1, 2 | - |
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| (56,656) | 3 |
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| Additional paid-in capital | 269,469 |
| 269,469 | 29,000 | 2 | 87,770 | |
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| 56,656 | 3 |
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| (56,656) | 4 |
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| (210,699) | 5 |
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| Accumulated deficit | (210,699) | (95,874) | (306,573) | 210,699 | 5 | (95,874) | |
| TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 61,752 | (92,874) | (31,122) | 82,656 |
| 51,534 | ||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 70,926 | $ 161,313 | $ 232,239 | $ 82,656 |
| $ 314,895 |
1
InterLok Key Management Inc. Unaudited Pro Forma Consolidated Statements of Operations For the Fiscal Year Ended December 31, 2015 | ||||||||
| Butte Highlands Mining Company | InterLok Key Management LLC | Combined Totals | Pro Forma Adjustments | Ref | Adjusted Pro Forma Totals | ||
OPERATING EXPENSES |
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| Professional fees & consulting | $ 27,045 | $ 165 | $ 27,210 |
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| $ 27,210 | |
| Amortization of patents | - | 30 | 30 |
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| 30 | |
| General and administrative | 5,696 | 11,995 | 17,691 |
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| 17,691 | |
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| TOTAL OPERATING EXPENSES | 32,741 | 12,190 | 44,931 | - |
| 44,931 |
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OTHER INCOME (EXPENSES) |
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| Interest income | 1 | - | 1 |
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| 1 | |
| Interest expense | (10) | - | (10) |
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| (10) | |
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| TOTAL OTHER INCOME (EXPENSES) | (9) | - | (9) | - |
| (9) |
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LOSS BEFORE TAXES |
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| Income tax expense | - | - | - |
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| - | |
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NET LOSS | $ 32,750 | $ 12,190 | $ 44,940 | $ - |
| $ 44,940 | ||
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PRO FORMA NET LOSS PER COMMON |
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| SHARE, BASIC AND DILUTED | ($0.01) |
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| $(nil) | |
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PRO FORMA WEIGHTED AVERAGE COMMON |
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| SHARES OUTSTANDING, BASIC AND DILUTED | 2,981,889 |
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| 56,655,891 | 4 | 59,637,780 |
2
InterLok Key Management Inc. Unaudited Pro Forma Consolidated Statements of Operations For the Nine Months Periods Ended September 30, 2016 | ||||||||
| Butte Highlands Mining Company | InterLok Key Management Inc. | Combined Totals | Pro Forma Adjustments | Ref | Adjusted Pro Forma Totals | ||
OPERATING EXPENSES |
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| Professional fees | $ 27,296 | $ 13,800 | $ 41,096 |
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| $ 41,096 | |
| Amortization of patents | - | 23 | 23 |
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| 23 | |
| General and administrative | 9,554 | 32,458 | 42,012 |
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| 42,012 | |
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| TOTAL OPERATING EXPENSES | 36,850 | 46,281 | 83,131 | - |
| 83,131 |
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OTHER INCOME (EXPENSE) |
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| Interest expense | - | (1,541) | (1,541) |
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| (1,541) | |
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| TOTAL OTHER INCOME (EXPENSE) | - | (1,541) | (1,541) | - |
| (1,541) |
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LOSS BEFORE TAXES |
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| Income tax expense | - | - | - |
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NET LOSS | $ 36,850 | $ 47,822 | $ 84,672 | $ - |
| $ 84,672 | ||
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PRO FORMA NET LOSS PER COMMON |
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| SHARE, BASIC AND DILUTED | ($0.01) |
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| $(nil) | |
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PRO FORMA WEIGHTED AVERAGE COMMON |
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| SHARES OUTSTANDING, BASIC AND DILUTED | 2,981,889 |
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| 56,655,891 | 4 | 59,637,780 |
3
INTERLOK KEY MANAGEMENT INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
These unaudited pro forma consolidated financial statements do not contain all of the information required for annual financial statements. Accordingly, they should be read in conjunction with the most recent annual financial statements of InterLok Key Management Inc. and Butte Highlands Mining Company. Effective January 6, 2017, InterLok Key Management Inc. entered into a Share Exchange Agreement with Butte Highlands Mining Company, a United States publicly traded company registered with the Securities and Exchange Commission. Under the terms of the agreement, the shareholders of InterLok Key Management Inc. exchanged all 56,655,891 outstanding shares of its common stock to Butte Highlands Mining Company for 56,655,891 shares of Class A common stock of Butte Highlands Mining Company.
These pro forma consolidated financial statements have been compiled from and include:
a)
An unaudited pro forma consolidated balance sheet combining the unaudited balance sheet of InterLok Key Management Inc. as of September 30, 2016, with the unaudited balance sheet of Butte Highlands Mining Company as of September 30, 2016, giving the effect to the transaction is if it occurred on September 30, 2016.
b)
An unaudited pro forma consolidated statement of operations combining the audited statement of operations of InterLok Key Management Inc. for the year ended December 31, 2015, with the audited statement of operations of Butte Highlands Mining Company for the year ended December 31, 2015, giving effect to the transaction as if it occurred on January 1, 2015.
c)
An unaudited pro forma consolidated statement of operations combining the unaudited statement of operations of InterLok Key Management Inc. for the nine months ended September 30, 2016, with the unaudited statement of operations of Butte Highlands Mining Company for the nine months ended September 30, 2016, giving effect to the transaction as if it occurred on January 1, 2015.
The unaudited pro forma financial consolidated statements have been compiled using the significant accounting policies as set out in the audited financial statements of InterLok Key Management Inc. and Butte Highlands Mining Company for the year ended December 31, 2015, and the unaudited financial statements of InterLok Key Management Inc. and Butte Highlands Mining Company for the nine months ended September 30, 2016. Certain historical financial statement amounts of InterLok Key Management Inc. have been reclassified to conform to the Butte Highlands Mining Company presentation. These reclassifications had no impact on net loss or accumulated deficit as previously presented.
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Note 2. Proposed Transaction
On January 6, 2017 InterLok Key Management Inc. entered into a share exchange agreement ("Plan of Merger") with Butte Highlands Mining Company, a US publicly traded company registered with the Securities and Exchange Commission. Under the terms of the agreement, the shareholders of InterLok Key Management Inc. exchanged all 56,655,891 outstanding shares of its common stock to Butte Highlands Mining Company for 56,655,891 shares of Class A common stock of Butte Highlands Mining Company.
The Plan of Merger was treated as a reverse merger with InterLok Key Management Inc. deemed the accounting acquirer and Butte Highlands Mining Company deemed the accounting acquiree under the acquisition method of accounting. The reverse merger is deemed a recapitalization and the unaudited pro forma consolidated financial statements represent the continuation of the financial statements of InterLok Key Management Inc., while the capital structure of Butte Highlands Mining Company remains intact. Assets acquired and liabilities assumed are reported at their historical amounts.
Pro forma adjustments reflect the issuance of 56,655,891 shares of Class A Common Stock of Butte Highlands Mining Company in exchange for 56,655,891 shares of Common Stock of InterLok Key Management Inc.
The following is a detail of the pro forma adjustments:
Ref 1 To reflect the sale of 52,655,891 common shares of InterLok Key Management Inc. for cash at $0.001 per share that occurred subsequent to September 30, 2016 but prior to the Plan of Merger.
Ref 2 To reflect the sale of 1,000,000 common shares of InterLok Key Management Inc. for cash at $0.03 per share that occurred subsequent to September 30, 2016 but prior to the Plan of Merger.
Ref 3 Exchange all outstanding common shares of InterLok Key Management Inc. for 56,655,891 Class A common shares of Butte Highlands Mining Company.
Ref 4 Issue 56,655,891 Class A common shares of Butte Highlands Mining Company in exchange for all outstanding shares of InterLok Key Management Inc.
Ref 5 Eliminate Butte Highlands Mining Company accumulated deficit.
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