Form 8-K/A New You, Inc. For: May 03

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

ST BRANDS, INC

Balance Sheet

December 31, 2020 and 2019

 

			2020				2019
Assets
Current assets		$	-			$	-
Noncurrent assets			-				-
Total assets		$	-			$	-
Liabilities and Deficiency in Stockholder’s Equity
Current liabilities:
Due to related party		$	388			$	338
Nonurrent liabilities:			-				-
Total liabilities			388				338
Commitments and contingencies
Deficiency in Stockholder’s Equity Common stock, $0.01par value, 1,000 shares authorized, issued and outstanding			10				10
Paid-in capital in excess of par			-				-
Accumulated deficit			(398	)			(348	)
Total deficiency in stockholder’s equity			(388	)			(338	)
Total liabilities and deficiency in stockholder’s equity		$	-			$	-

 

See accompanying notes to the financial statements.

 

 

ST BRANDS, INC.

Statement of Operation

For the Period from October 22, 2019 (Inception) to December 31, 2019 and

For the Year Ended December 31, 2020

 

		2020				2019
Revenues		$	-			$	-
Operating expenses:
General and administrative			50				348
Total operating expenses			50				348
Operating loss			(50	)			(348	)
Net loss before income taxes			(50	)			(348	)
Income taxes			-				-
Net loss		$	(50	)		$	(348	)

 

See accompanying notes to the financial statements.

 

 

ST BRANDS, INC.

Statement of Deficiency in Stockholder’s Equity

For the Period from October 22, 2019 (Inception) to December 31, 2019 and

For the Year Ended December 31, 2020

 

		Common Stock								Paid-in				Accumulated
		Shares				Value				Capital				Deficit				Total
Balance, October 22, 2019 (Inception)			-			$	-			$	-			$	-			$	-
Issuance of common stock			1,000				10				-				-				10
Net loss			-				-				-				(348	)			(348	)
Balance, December 31, 2019			1,000				10				-				(348	)			(338	)
Net loss			-				-				-				(50	)			(50	)
Balance, December 31, 2020			1,000			$	10			$	-			$	(398	)		$	(388	)

 

See accompanying notes to the financial statements.

 

 

ST BRANDS, INC.

Statements of Cash Flows

For the Period from October 22, 2019 (Inception) to December 31, 2019 and

For the Year Ended December 31, 2020

 

		2020				2019
Cash flows from operating activities:
Net loss		$	(50	)		$	(348	)
Adjustment to reconcile net loss to net cash used in operating activities:
Increase in liabilities:
Due to related party			50				348
Net cash used in operating activities			-				-
Cash flows from investing activities:			-				-
Cash flows from financing activities:			-				-
Change in cash and cash equivalents			-				-
Cash and cash equivalents, beginning of period			-				-
Cash and cash equivalents, end of year		$	-			$	-
Supplemental cash flow information:
Cash paid for interest		$	-			$	-
Cash paid for taxes		$	-			$	-
Shares issued for settlement of related party payable		$	-			$	-

 

See accompanying notes to the financial statements.

 

 

 

 

 

 

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The following unaudited pro forma condensed combined financial information is derived from the historical consolidated financial statements of New You, Inc. (the “Company”) and the unaudited financial statements of ST Brands, Inc. as of and for the twelve-months ended December 31, 2020.

 

The unaudited pro forma condensed combined balance sheet as of December 31, 2020 gives effect to the acquisition as if it had occurred on December 31, 2020. The unaudited pro forma condensed combined statements of operations for the twelve-months ended December 31, 2020 give effect to the acquisition as if it had occurred on December 31, 2020.

 

Other than as disclosed in the notes thereto, the unaudited pro forma combined financial statements do not reflect any additional liabilities, off-balance sheet commitments or other obligations that may become payable after the date of such financial statements.

 

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only to reflect the acquisition and do not represent what our results of operations or financial position would actually have been had the transactions occurred on the dates noted above, or project our results of operations or financial position for any future periods. The unaudited pro forma condensed combined financial statements are intended to provide information about the continuing impact of the acquisition as if it had been consummated earlier. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable and are expected to have a continuing impact on our results of operations. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial statements have been made.

 

The acquisition will be accounted for using the acquisition method of accounting for business combinations. The allocation of the preliminary estimated purchase price is based upon management’s estimates of and assumptions related to the fair value of assets to be acquired and liabilities to be assumed as of April 30, 2021 using currently available information. Due to the fact that the unaudited pro forma combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations may materially differ from the pro forma amounts included herein.

 

The following unaudited pro forma condensed combined financial information should be read in conjunction with the Company’s consolidated financial statements and related notes. The Company’s financial statements and notes are included in our Annual Report on Form 10-K for the year ended December 31, 2020.

 

 

		New You Inc.				ST Brands				PRO FORMA ADJUSTMENTS				Tick Marks				Consolidated Totals
ASSETS
Current Assets:
Cash			69,420				-												69,420
Credit Card Receivable			1,952				-												1,952
Inventory			79,438				-												79,438
Prepaid Expenses and Other Current Assets			8,212				-												8,212
Total Current Assets			159,022				-				-								159,022
Goodwilll											7,850,388				1
											(7,850,388	)			2				-
Property and Equipment, Net			20,004				-												20,004
Operating Lease Right of Use Asset, Net			42,380				-												42,380
TOTAL ASSETS			221,407				-				-								221,407
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities:
Accounts Payable and Other Accrued Expenses			357,563				-												357,563
Accounts Payable to Related Parties			30,625				388												31,013
Deferred Rent			37,602				-												37,602
Notes Payable			338,958				-												338,958
Convertible Notes Payable			281,000				-												281,000
Debt Discount			(177,798	)			-												(177,798	)
Derivative Liability			1,176,087				-												1,176,087
Operating Lease Liability, Current			44,679				-												44,679
Related Party Debt			573,659				-												573,659
Total Current Liabilities			2,662,375				388				-								2,662,763
Noncurrent Liabilities
Obligations to Purchase ST Brands			-								7,850,000				1				7,850,000
			-				-				7,850,000								7,850,000
TOTAL LIABILITIES			2,662,375				388				7,850,000								10,512,763
STOCKHOLDERS’ DEFICIT
Common stock at $0.00001 par value: 1,400,000,000 shares authorized as of December 31, 2020; 39,523,051 shares issued as of December 31, 2020			395				-												395
Additional Paid-in Capital			4,588,357				10				(10	)			1				4,588,357
Accumulated Deficit			(7,029,720	)			(398	)			(7,849,990	)			1&2				(14,880,108	)
TOTAL STOCKHOLDERS’ DEFICIT			(2,440,968	)			(388	)			(7,850,000	)							(10,291,356	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT			221,407				-				-								221,407

 

1 On April 30, 2021, New You Inc. agreed to purchase ST Brands. New You Inc purchased ST Brands by issuing stock of New You Inc that had a fair market value of $7,850,388 at the time of the transaction. Since the purchase of ST Brands is contingent upon performance of certain actions in the future, a corresponding liability has been made to offset the Investment. As a result of this transaction, Goodwill of $7,850,388 with an offset to liability is recorded.    

 

2 Upon merger, the company recorded an impairment charge against goodwill given that ST Brands has no current operations.  

 

		For The Twelve Months Ended
		December 31,
		New You Inc				ST Brands				Total
		2020				2020				2020
Revenue		$	2,008,493				-				2,008,493
Cost of Goods Sold			310,940				-				310,940
Gross Profit			1,697,552				-				1,697,552
Selling, General and Administrative Expenses
Commission Expense			537,927				-				537,927
Stock Based Compensation			2,736,515				-				2,736,515
Other			1,521,954				50				1,522,004
Total Selling, General and Administrative Expenses			4,796,396				50				4,796,446
(Loss) Income from Operations			(3,098,843	)			(50	)			(3,098,893	)
Interest Expense			701,589				-				701,589
Change in fair value of derivative			1,108,984				-				1,108,984
Net (Loss) Income before Income Tax Expense			(4,909,416	)			(50	)			(4,909,466	)
Income Tax Expense			-								-
Net (Loss) Income		$	(4,909,416	)			(50	)			(4,909,466	)
Net (Loss) Income Per Common Share
- Basic and Diluted		$	(0.16	)			-				(0.16	)
Weighted Average Common Shares Outstanding
- Basic and Diluted			31,670,792				-				31,670,792

 

 

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