Attached files
Exhibit 99.2
On the Move Systems Corp.
Pro Forma Consolidated Financial Statements
December 31, 2016 and June 30, 2017
On the Move Systems Corp.
Pro Forma Consolidated Financial Statements
December 31, 2016 and June 30, 2017
Contents |
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Pro Forma Consolidated Balance Sheet | F-1 |
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Pro Forma Consolidated Statement of Operations for the Six Month Period Ended June 30, 2017 | F-2 |
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Pro Forma Consolidated Statement of Operations for the Year ended December 31, 2016 | F-3 |
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Notes to Pro Forma Consolidated Financial Statements | F-4 |
Pro-Forma Consolidated Balance Sheet |
| On the Move |
| Robotic |
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| Pro-forma |
| Pro-forma |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
| $ | 4,532 |
| $ | 21,886 |
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| — |
| $ | 26,418 |
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Prepaid expenses , deposits and advances |
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| — |
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| 258,247 |
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| — |
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| 258,247 |
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Note receivable RAD |
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| 322,500 |
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| — |
| d) |
| (322,500 | ) |
| — |
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Note receivable |
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| 40,000 |
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| — |
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| — |
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| 40,000 |
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Total current assets |
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| 367,032 |
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| 280,133 |
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| (322,500 | ) |
| 324,665 |
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Total fixed assets-net |
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| 197,693 |
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| 197,693 |
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TOTAL ASSETS |
| $ | 367,032 |
| $ | 477,826 |
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| (322,500 | ) | $ | 522,358 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities |
| $ | 104,213 |
| $ | 91,402 |
| c) | $ | 34,000 |
| $ | 229,615 |
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Customer deposit |
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| — |
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| 20,000 |
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| — |
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| 20,000 |
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Advances payable |
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| 1,594 |
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| — |
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| — |
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| 1,594 |
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Current portion of accrued interest payable |
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| 521,868 |
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| — |
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| — |
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| 521,868 |
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Current portion of convertible notes payable, net |
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| 1,836,914 |
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| — |
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| 1,836,914 |
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Current portion of vehicle loan |
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| — |
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| 8,600 |
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| — |
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| 8,600 |
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Note payable to related party |
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| 68,000 |
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| — |
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| — |
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| 68,000 |
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Loan payable -On the Move Systems Corp |
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| — |
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| 322,500 |
| d) |
| (322,500 | ) |
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Shareholder loan |
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| 1,000 |
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| 54,730 |
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| 55,730 |
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Derivative liability |
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| 22,564,175 |
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| — |
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| 22,564,175 |
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Total current liabilities |
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| 25,097,764 |
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| 497,232 |
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| 288,500 |
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| 25,306,496 |
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Convertible notes payable, net |
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| 105,246 |
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| 565,000 |
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| — |
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| 670,246 |
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Accrued interest payable |
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| 50,304 |
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| 20,100 |
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| 70,404 |
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Vehicle loan |
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| 34,846 |
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| 34,846 |
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TOTAL LIABILITIES |
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| 25,253,314 |
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| 1,117,178 |
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| (288,500 | ) |
| 26,081,992 |
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STOCKHOLDERS’ DEFICIT |
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Common Stock, $0.001 par value; 480,000,000 shares authorized 39,721,804 shares issued and outstanding at June 30, 2017 |
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| 39,722 |
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| a) |
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| 39,722 |
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Series E Preferred Stock, $0.001 par value; 4,350,000 shares authorized; 1,000,000 shares issued and outstanding at June 30, 2017 |
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| 1,000 |
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| — |
| b) |
| 3,350 |
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| 4,350 |
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Series F Convertible Preferred Stock, $0.001 par value; 4,350 shares authorized; 1,000 shares issued and outstanding at June 30, 2017 |
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| 1,000 |
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| — |
| b) |
| 2,450 |
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| 3,450 |
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Preferred Stock, undesignated; 15,645,650 shares authorized; no shares issued and outstanding at June 30, 2017 |
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| — |
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| — |
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| — |
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| — |
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Additional paid-in capital |
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| (40,683,241 | ) |
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| b) |
| (5,800 | ) |
| (24,933,804 | ) |
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| b) |
| 15,755,237 |
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Retained Earnings |
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| 15,755,237 |
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| (639,352 | ) | c) |
| (34,000 | ) |
| (673,352 | ) |
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| b) |
| (15,755,237 | ) |
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Total stockholders’ deficit |
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| (24,886,282 | ) |
| (639,352 | ) |
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| (34,000 | ) |
| (25,559,634 | ) |
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ | 367,032 |
| $ | 477,826 |
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| $ | (322,500 | ) | $ | 522,358 |
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The accompanying notes are an integral part of these financial statements.
F-1
On the Move Systems Corp. |
| On the Move |
| Robotic |
| Pro-forma |
| Pro-forma |
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REVENUES |
| $ | — |
| $ | 2,029 |
| $ | — |
| $ | 2,029 |
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OPERATING EXPENSES |
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General and administrative expenses |
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| 253,777 |
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| 503,643 |
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| 757,420 |
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Research and development |
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| 1,873 |
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| 1,873 |
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Depreciation and Amortization |
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| 31,219 |
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| 31,219 |
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Total operating expense |
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| 253,777 |
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| 536,735 |
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| 790,512 |
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Loss from operations |
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| (253,777 | ) |
| (534,706 | ) |
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| (788,483 | ) |
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OTHER EXPENSE |
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Interest expense |
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| (301,622 | ) |
| (23,542 | ) |
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| (325,164 | ) |
Prepayment penalty and other |
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| (40,429 | ) |
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| (40,429 | ) |
Loss on derivative instruments |
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| (10,866,837 | ) |
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| (10,866,837 | ) |
Total other expense |
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| (11,208,888 | ) |
| (23,542 | ) |
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| (11,232,430 | ) |
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NET LOSS |
| $ | (11,462,665 | ) | $ | (558,248 | ) | $ | — |
| $ | (12,020,913 | ) |
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NET LOSS PER COMMON SHARE – |
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Basic and diluted |
| $ | (0.48 | ) | $ | — |
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| $ | (0.50 | ) |
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING – |
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Basic and diluted |
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| 23,807,818 |
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| 23,807,818 |
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The accompanying notes are an integral part of these financial statements.
F-2
On the Move Systems Corp. |
| On the Move |
| Robotic |
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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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General and administrative expenses |
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| 432,315 |
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| 49,349 |
| c) |
| 34,000 |
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| 515,664 |
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Research and development |
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| 30,572 |
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| 30,572 |
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Gain on disposal of fixed assets |
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| (7,597 | ) |
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| (7,597 | ) |
Impairment of fixed assets |
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| 49,302 |
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| 49,302 |
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Total operating expenses |
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| 474,020 |
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| 79,921 |
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| 34,000 |
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| 587,941 |
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Loss from operations |
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| (474,020 | ) |
| (79,921 | ) |
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| (34,000 | ) |
| (587,941 | ) |
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OTHER INCOME (EXPENSE) |
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Interest expense |
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| (770,484 | ) |
| (1,183 | ) |
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| (771,667 | ) |
Gain on financial derivatives |
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| 42,486,634 |
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| 42,486,634 |
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Gain on debt forgiveness |
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| 30,000 |
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| 30,000 |
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Loss on debt covenant violations |
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| (43,000 | ) |
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| (43,000 | ) |
Total other income (expense) |
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| 41,703,150 |
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| (1,183 | ) |
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| 41,701,967 |
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NET EARNINGS (LOSS) |
| $ | 41,229,130 |
| $ | (81,104 | ) |
| $ | (34,000 | ) | $ | 41,114,026 |
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NET LOSS PER COMMON SHARE – |
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Basic |
| $ | 4.47 |
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| N/A |
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| $ | — |
| $ | 4.47 |
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Diluted |
| $ | 0.07 |
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| N/A |
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| $ | — |
| $ | 0.07 |
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING – |
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Basic |
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| 7,580,137 |
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| 7,580,137 |
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Diluted |
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| 492,480,090 |
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| 492,480,090 |
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The accompanying notes are an integral part of these financial statements.
F-3
On the Move Systems Corp.
Notes to Pro-Forma Consolidated Financial Statements
For the Six Month Period Ended June 30, 2017 and For the Year Ended December 31, 2016
1. Basis of Presentation
Effective August 28, 2017, On the Move Systems Corp completed the acquisition of 100% of the equity of Robotic Assistance Devices Inc. in a transaction that has been accounted for as a recapitalization of Robotic Assistance Devices, Inc.
On the Move Systems Corp issued 3,350,000 shares of Series E Preferred Stock and 2,450 shares of Series F Preferred Stock to the sole shareholder of Robotic Assistance Devices, Inc. in exchange for all of the Company’s issued and outstanding 10,000 shares. In the pro forma unaudited consolidated financial statements, pro forma adjustments are made to reflect the financial position and results of operations of On the Move Systems Corp as the independent public operating entity.
The pro forma unaudited consolidated balance sheet of On the Move Systems Corp. (new corp) as at June 30, 2017 and the related pro forma unaudited consolidated statement of operations for the six-month period ended June 30, 2017 and for the year ended December 31, 2017 have been derived from using the unaudited interim and unaudited financial statements of On the Move Systems Corp. as at June 30, 2017 and for the six month period ended May 31, 2017 and year ended November 31, 2017 and from the interim and unaudited financial statements of Robotic Assistance Devices, Inc. as at June 30, 2017 and December 31, 2016 with the assumptions and adjustments outlined in note 2.
The unaudited pro forma combined balance sheet as of June 30, 2017 as well as the unaudited combined statements of operations for the year ended December 31, 2016 and for the six months ended June 30, 2017, 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.
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 On the Move Systems Corp and Robotic Assistance Devices, 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 financial statements of Robotic Assistance Devices, LLC included herein, and the historical financial statements of On the Move Systems Corp included in its Annual Report on Form 10-K for the year ended February 28, 2017 and its Quarterly Report on Form 10-Q for the three months ended May 31, 2017.
2. Pro-forma Assumptions and Adjustments
The accompanying pro forma unaudited consolidated financial statements of On the Move System
Corp have been prepared to reflect the following assumptions and adjustments:
a) The conversion of Robotic Assistance Devices Corp. LLC to Robotic Assistance Devices, Inc. which took place July 25, 2017 is assumed to take place at June 30, 2017. The 10,000 authorized shares were issued to its sole shareholder. This has been subsequently eliminated as part of the acquisition.
b) On the Move Systems Corp issued 3,350,000 shares of Series E Preferred Stock and 2,450 shares of Series F Preferred Stock to the sole shareholder of Robotic Assistance Devices, Inc. in exchange for all of the Company’s issued shares.
c) The Company’s acquisition costs of $34,000 are accrued for.
d) Elimination of inter-company loan of $322,550.
F-4