Attached files
| file | filename |
|---|---|
| EX-99.1 - AUDITED FINANCIAL STATEMENTS - Rapid Therapeutic Science Laboratories, Inc. | rtsl_ex991.htm |
| 8-K/A - AMENDMENT NO. 1 - Rapid Therapeutic Science Laboratories, Inc. | rtsl_8ka.htm |
RAPID THERAPEUTIC SCIENCE LABORATORIES, INC.
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 2020
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| Pro Forma |
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| As Reported |
| Adjustments |
| As Adjusted | |||||
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| Assets |
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| Current assets: |
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| Cash and cash equivalents | $ | 266,055 |
| $ | - |
| $ | 266,055 | |
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| Inventory |
| 192,746 |
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| - |
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| 192,746 | |
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| Total current assets |
| 458,801 |
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| - |
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| 458,801 |
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| Property and equipment: |
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| Property and equipment |
| 92,979 |
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| 500,000 | (A) |
| 592,979 | |
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| 92,979 |
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| 500,000 |
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| 592,979 | ||
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| Less: Accumulated depreciation |
| (2,418) |
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| - |
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| (2,418) | |
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| Net property and equipment |
| 90,561 |
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| 500,000 |
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| 590,561 |
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| Other assets: |
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| Sublicense agreement |
| 252,500 |
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| - |
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| 252,500 | |
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| Total other assets |
| 252,500 |
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| - |
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| 252,500 |
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| Total assets | $ | 801,862 |
| $ | 500,000 |
| $ | 1,301,862 |
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| Liabilities and Stockholders’ Equity (Deficit) |
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| Current liabilities: |
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| Accounts payable | $ | 69,139 |
| $ | 8,524 | (A) | $ | 77,663 | |
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| Equity subscription payable |
| 100,000 |
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| - |
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| 100,000 | |
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| Current portion of notes payable |
| 390,327 |
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| 300,000 | (A) |
| 690,327 | |
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| Accrued interest payable |
| 337,979 |
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| - |
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| 337,979 | |
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| Derivative liability |
| 83,606 |
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| - |
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| 83,606 | |
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| Total current liabilities |
| 981,051 |
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| 308,524 |
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| 1,289,575 |
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| Convertible notes payable |
| 315,240 |
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| - |
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| 315,240 | ||
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| Total liabilities |
| 1,296,291 |
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| 308,524 |
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| 1,604,815 |
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| Stockholders’ equity (deficit): |
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| Preferred stock |
| - |
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| - |
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| - | |
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| Common stock |
| 175,882 |
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| 625 | (A) |
| 176,507 | |
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| Additional paid-in capital |
| 4,475,363 |
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| 499,375 | (A) |
| 4,974,738 | |
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| Accumulated deficit |
| (4,808,335) |
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| (308,524) | (A) |
| (5,116,859) | |
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| Treasury stock |
| (337,339) |
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| - |
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| (337,339) | |
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| Total stockholders’ equity (deficit) |
| (494,429) |
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| 191,476 |
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| (302,953) |
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| Total liabilities and stockholders equity (deficit) | $ | 801,862 |
| $ | 500,000 |
| $ | 1,301,862 |
1
RAPID THERAPEUTIC SCIENCE LABORATORIES, INC.
PRO FORMA STATEMENT OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 2020
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| Pro Forma |
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| As Reported |
| Adjustments |
| As Adjusted | ||||
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| Revenues | $ | 130,916 |
| $ | 94,750 | (B) |
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| (94,750) | (C) | $ | 130,916 | |
| Cost of goods sold |
| 23,347 |
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| 29,681 | (B) |
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| (29,681) | (C) |
| 23,347 | |
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| Gross profit |
| 107,569 |
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| - |
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| 107,569 |
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| Operating expenses: |
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| General and administrative |
| 1,222,674 |
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| 300,000 | (A) |
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| 8,524 | (B) |
| 1,531,198 | |
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| Amortization expense |
| 50,000 |
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| - |
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| 50,000 |
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| Depreciation expense |
| 2,418 |
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| - |
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| 2,418 |
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| 1,275,092 |
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| 308,524 |
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| 1,583,616 | |
| Other income (expense): |
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| Interest expense |
| (39,393) |
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| - |
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| (39,393) |
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| Loss before income taxes |
| (1,206,916) |
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| (308,524) |
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| (1,515,440) | |
| Income taxes |
| - |
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| - |
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| - | |
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| Net loss | $ | (1,206,916) |
| $ | (308,524) |
| $ | (1,515,440) |
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| Net loss per share, basic and diluted | $ | (0.01) |
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| $ | (0.01) | |
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| Weighted average shares outstanding |
| 163,687,569 |
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| 164,312,569 | |
2
RAPID THERAPEUTIC SCIENCE LABORATORIES, INC.
PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 2020
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| Pro Forma |
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| As Reported |
| Adjustments |
| As Adjusted | ||||
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| Revenues | $ | 9,139 |
| $ | 35,000 | (B) | $ | 44,139 | |
| Cost of goods sold |
| 7,155 |
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| 29,000 | (B) |
| 36,155 | |
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| Gross profit |
| 1,984 |
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| 6,000 |
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| 7,984 |
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| Operating expenses: |
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| General and administrative |
| 397,487 |
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| 300,000 | (A) |
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| 12,734 | (B) |
| 710,221 | |
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| Amortization expense |
| 37,500 |
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| - |
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| 37,500 |
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| Depreciation expense |
| - |
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| - |
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| - |
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| 434,987 |
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| 312,734 |
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| 747,721 | |
| Other income (expense): |
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| Interest expense |
| (191,581) |
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| - |
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| (191,581) |
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| Loss before income taxes |
| (624,584) |
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| (306,734) |
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| (931,318) | |
| Income taxes |
| - |
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| - |
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| - | |
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| Net loss | $ | (624,584) |
| $ | (306,734) |
| $ | (931,318) |
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| Net loss per share, basic and diluted | $ | (0.01) |
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| $ | (0.02) | |
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| Weighted average shares outstanding |
| 60,024,614 |
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| 60,649,614 | |
3
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The closing of the Asset Purchase and Sales Agreement between Rapid Therapeutic Science Laboratories, Inc. (the “Company”) and Razor Jacket, LLC took place on November 16, 2020, with an effective date of November 1, 2020. The following adjustments have been reflected in the Company’s unaudited pro forma combined Balance Sheet as of September 30, 2020, and in the unaudited pro forma combined Statements of Operations for the six month period ended September 30, 2020 and for the year ended March 31, 2020.
(A)To record the closing of the Asset Purchase and Sales Agreement between the Company and Razor Jacket, LLC, for a total purchase price of: (i) $300,000 in cash, paid at closing, which was funded with a short-term borrowing of the same amount; (ii) 625,000 shares of restricted common stock, issued at closing; and (iii) the right for the sellers to earn up to 16.5 million shares of a new series of preferred stock.
(B)To record the historical revenues and expenses of Razor Jacket, LLC, as reported during the six month period ended September 30, 2020 and during the period from inception on July 12, 2019 to March 31, 2020.
(C)To record the elimination of the intracompany sales made by Razor Jacket, LLC to the Company, as reported during the six month period ended September 30, 2020 (there were no such intracompany sales in the period from inception on July 12, 2019 to March 31, 2020).
The transaction is being accounted for by the Company as an acquisition of assets, pursuant to the provisions of ASC 805-50. The unaudited pro forma combined financial statements are not intended to represent or be indicative of the consolidated results of operations or financial condition of the combined company that would have been reported had the acquisition been completed as of the dates presented, and further should not be taken as representative of the future consolidated results of operations or financial condition of the Company.
4