Novo Integrated Sciences, Inc. - FORM 8-K/A - EX-99.4 - UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

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EX-99.3 - AUDITED FINANCIAL STATEMENTS - Novo Integrated Sciences, Inc.	novo_ex993.htm
EX-23.1 - CONSENT - Novo Integrated Sciences, Inc.	novo_ex231.htm
8-K/A - FORM 8-K/A - Novo Integrated Sciences, Inc.	novo_8ka.htm

EXHIBIT 99.4

Novo Integrated Sciences, Inc.,

and Novo Healthnet Limited

Pro Forma Consolidated Financial Statements

(unaudited)

Contents

		Page

Pro Forma Consolidated Financial Statements:

Pro Forma Consolidated Balance Sheet as of March 31, 2017 (unaudited)		2

Pro Forma Consolidated Statements of Operations for the three months ended March 31, 2017 (unaudited)		3

Pro Forma Consolidated Statements of Operations for the year ended December 31, 2016 (unaudited)		4

Notes to Pro Forma Consolidated Financial Statements (unaudited)		5

Novo Integrated Sciences, Inc.,

and Novo Healthnet Limited

Pro Forma Consolidated Balance Sheet

March 31, 2017

(unaudited)

	Novo Integrated			Novo			Pro forma			Pro forma
	Sciences			Healthnet			Adjustments			Consolidated
	(historical)			(historical)

ASSETS

Current Assets:
Cash and cash equivalents	$	15,358		$	103,064		$			$	118,422
Accounts receivable, net					1,096,456						1,096,456
Other receivables					350,982						350,982
Due from related parties					771,049						771,049
Prepaid expenses and other current assets		8,333			122,986						131,319
Total current assets		23,691			2,444,537			-			2,468,228

Furniture and equipment, net					302,491						302,491
Intangible assets		13,750			-						13,750

TOTAL ASSETS	$	37,441		$	2,747,028		$	-		$	2,784,469

LIABILITIES AND DEFICIT

Current Liabilities:
Accounts payable	$	5,268		$	2,105,966		$			$	2,111,234
Accrued expenses					234,810						234,810
Accrued interest (principally to related parties)					982,873						982,873
Due to related parties					1,612,617						1,612,617
Notes payable					91,470						91,470
Debentures, related parties					4,832,616						4,832,616
Total current liabilities		5,268			9,860,352			-			9,865,620

Notes payable, net of current portion					8,161						8,161
Debentures, related parties					-						-
TOTAL LIABILITIES		5,268			9,868,513			-			9,873,781

Commitments and contingencies (Note 10)		-			-			-			-

DEFICIT
Common stock		22,751			92			167,705	a		190,548
Additional paid-in capital		22,434,658						(22,592,941	)a,b		(158,283	)
Other comprehensive income					1,344,344						1,344,344
Accumulated deficit		(22,425,236	)		(8,448,883	)		22,425,236	b		(8,448,883	)
Total Novo stockholders' deficit		32,173			(7,104,447	)		-			(7,072,274	)
Noncontrolling interest					(17,038	)					(17,038	)
Total deficit		32,173			(7,121,485	)		-			(7,089,312	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	37,441		$	2,747,028		$	-		$	2,784,469

See accompanying footnotes to the pro forma financial statements.

Novo Integrated Sciences, Inc.,

and Novo Healthnet Limited

Pro Forma Consolidated Statement of Operations

For the Three Months Ended March 31, 2017

(unaudited)

	Novo Integrated			Novo			Pro forma		Pro forma
	Sciences			Healthnet			Adjustments		Consolidated
	(historical)			(historical)

Revenues	$	-		$	2,089,970		$		$	2,089,970

Cost of revenues		-			1,376,911					1,376,911

Gross profit		-			713,059			-		713,059

Operating expenses:
Selling expenses					16,374					16,374
General and administrative expenses		37,023			957,558					994,581
Total operating expenses		37,023			973,932			-		1,010,955

Income (loss) from operations		(37,023	)		(260,873	)		-		(297,896	)

Non operating income (expense)
Interest income					8,891					8,891
Interest expense					(105,982	)				(105,982	)
Total other income (expense)		-			(97,091	)		-		(97,091	)

Loss before income taxes		(37,023	)		(357,964	)		-		(394,987	)

Income tax expense		-			-			-		-

Net loss	$	(37,023	)	$	(357,964	)	$	-	$	(394,987	)

Net loss attributed to noncontrolling interest					(1,223	)				(1,223	)

Net loss attributed to Novo	$	(37,023	)	$	(356,741	)	$	-	$	(393,764	)

Weighted average common shares outstanding - basic and diluted		22,726,492								190,523,898

Net loss per common share - basic and diluted	$	(0.00	)						$	(0.00	)

See accompanying footnotes to the pro forma financial statements.

Novo Integrated Sciences, Inc.,

and Novo Healthnet Limited

Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2016

	Novo Integrated			Novo			Pro forma		Pro forma
	Sciences			Healthnet			Adjustments		Consolidated
	(historical)			(historical)

Revenues	$	-		$	7,374,282		$		$	7,374,282

Cost of revenues		-			4,759,036					4,759,036

Gross profit		-			2,615,246			-		2,615,246

Operating expenses:
Selling expenses					27,206					27,206
General and administrative expenses		164,887			2,406,459					2,571,346
Total operating expenses		164,887			2,433,665			-		2,598,552

Income (loss) from operations		(164,887	)		181,581			-		16,694

Non operating income (expense)
Interest income					65,868					65,868
Interest expense					(497,868	)				(497,868	)
Total other income (expense)		-			(432,000	)		-		(432,000	)

Loss before income taxes		(164,887	)		(250,419	)		-		(415,306	)

Income tax expense		-			-			-		-

Net loss	$	(164,887	)	$	(250,419	)	$	-	$	(415,306	)

Net loss attributed to noncontrolling interest					(7,429	)				(7,429	)

Net loss attributed to Novo	$	(164,887	)	$	(242,990	)	$	-	$	(407,877	)

Weighted average common shares outstanding - basic and diluted		22,362,683								190,160,089

Net loss per common share - basic and diluted	$	(0.01	)						$	(0.00	)

See accompanying footnotes to the pro forma financial statements.

Novo Integrated Sciences, Inc.,

and Novo Healthnet Limited

Notes to Pro form Consolidated Financial Statements

(unaudited)

NOTE 1 - BASIS OF PRESENTATION

On April 25, 2017, Novo Integrated Sciences, Inc. (“NVOS”) entered into a share exchange agreement with Novo Healthnet Limited (“NHL”) whereby NVOS issued 167,797,406 restricted shares of NVOS common stock, representing 85% of the issued and outstanding NVOS common stock, in exchange for all issued and outstanding shares of both common and preferred stock of NHL. As a result of this transaction, NHL is a wholly owned Canadian subsidiary of NVOS.

The accompanying pro forma consolidated balance sheet presents the accounts of NVOS and NHL as if the Merger occurred March 31, 2017. The accompanying pro forma consolidated statement of operations presents the accounts of NVOS and NHL for the three months ended March 31, 2017, and the years ended December 31, 2016 as if the Merger occurred on January 1, 2016.

The following adjustments would be required if the acquisition occurred as indicated above:

	a)	To record the exchange of all the issued and outstanding common and preferred stock of NHL for 167,797,498 shares of NVOS’s $0.001 par value common stock. The adjustment of $167,705 is the par value of the 167,797,498 shares of NVOS’s common stock ($167,797) less the elimination of NHL’s common stock ($92).

	b)	To record the removal of the accumulated deficit of NVOS as the transaction is recorded as a reverse merger. The exchange of shares with NHL was accounted for as a reverse acquisition under the purchase method of accounting since NHL obtained control of NVOS. Accordingly, the merger of NHL into NVOS was recorded as a recapitalization of NHL, NHL being treated as the continuing entity.

The unaudited consolidated pro forma financial information is presented for informational purposes only and is subject to a number of uncertainties and assumptions and do not purport to represent what the company’s actual performance or financial position would have been had the transaction occurred on the dates indicated and does not purport to indicate the financial position or results of operations as of any future date or for any future period.

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