EX-99.3 5 ex993.htm PROFORMA FINANCIALS Exhibit 99.3

Exhibit 99.3


Fresh Harvest Products and Subsidiaries

Proforma Financial Information

January 31, 2010





 

Page

Pro-Forma Consolidated Balance Sheets – January 31, 2010

2


Pro-Forma Consolidated Statements of Operations –

for the three months ended January 31, 2010



4

 

 

Notes to Pro-forma (Unaudited) Consolidated Financial Statements

6






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Fresh Harvest Products, Inc. and Subsidiaries

Pro-Forma Consolidated Balance Sheets

January 31, 2010

 

 

Fresh Harvest

 

AC

 

Pro-forma

 

Pro-forma

 

 

Products, Inc.

 

LaRocco, Inc.

 

Adjustments

 

Consolidated

 

 

(A)

 

(B)

 

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

ASSETS

Current assets

 

 

 

 

 

 

 

 

Cash

$

1,474

$

-

$

-

$

1,474

Accounts receivable, net

 

25,823

 

-

 

-

 

25,823

Inventory

 

37,461

 

11,076

 

-

 

48,537

Total current assets

 

64,758

 

11,076

 

-

$

75,834

Fixed assets

 

 

 

 

 

 

 

 

Equipment, net

 

32,757

 

8,330

 

 

 

41,087

Other assets

 

 

 

 

 

 

 

 

Goodwill

 

-

 

666,512

 

-

 

666,512

Total assets

$

97,515

$

685,918

$

-

$

783,433

 

 

 

 

 

 

 

 

 

LIABILITIES AND DEFICIENCY IN ASSETS

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable, trade

$

52,509

$

50,750

$

-

$

103,259

Accrued expenses

 

588,955

 

-

 

-

 

588,955

Loans payable, related parties

 

538,038

 

-

 

-

 

538,038

Accrued wages and related taxes payable

 

477,103

 

-

 

-

 

477,103

Notes payable, current portion

 

381,936

 

68,100

 

-

 

450,036

Due to/from subsidiary

 

-

 

-

(1)

450,000

 

 

 

 

 

 

 

(2)

(450,000)

 

-

Total current liabilities

 

2,038,541

 

118,850

 

-

 

2,157,391

Long-term notes payable, net of current

 

-

 

167,818

 

-

 

167,818

Total Liabilities

 

2,038,541

 

286,668

 

-

 

2,325,209

Commitments and Contingencies

 

-

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

Deficiency in assets

 

 

 

 

 

 

 

 

Preferred stock - no par value, 1,200,000 shares

 

 

 

 

 

 

 

 

authorized; zero issued and outstanding

 

-

 

-

 

-

 

-

Common stock - $0.0001 par value, 200,000,000 shares

 

 

 

 

 

 

 

 

authorized; 134,282,396 issued and outstanding

 

13,429

 

-

 

-

 

13,429

Additional paid in capital

 

2,806,861

 

450,000

(1)

(450,000)

 

 

 

 

 

 

 

(2)

450,000

 

3,256,861

Asset Acquisition - fees

 

-

 

(50,750)

 

-

 

(50,750)

Accumulated deficit

 

(4,761,316)

 

-

 

-

 

(4,761,316)

Total deficiency in assets

 

(1,941,026)

 

399,250

 

-

 

(1,541,776)

Total liabilities and deficiency in assets

$

97,515

$

685,918

$

-

$

783,433

 

 

 

 

 

 

 

 

 

The financial information presented herein has been prepared by management

without audit and/or review by independent certified public accountants

See accompanying notes to the proforma financial information




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Fresh Harvest Products, Inc. and Subsidiaries

Pro-Forma Consolidated Statements of Operations

For the three months ended January 31, 2010

 

 

 

 

 

 

 

 

 

 

 

Fresh Harvest

 

AC

 

Pro-forma

 

Pro-forma

 

 

Products, Inc.

 

LaRocco, Inc.

 

Adjustments

 

Consolidated

 

 

(A)

 

(C)

 

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Revenue, net

$

17,889

$

527,499

$

-

$

545,388

 

 

 

 

 

 

 

 

-

Cost of goods sold

 

8,687

 

446,724

 

-

 

455,411

 

 

 

 

 

 

 

 

 

Gross profit

 

9,202

 

80,775

 

-

 

89,977

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

Salaries and wages

 

36,000

 

5,262

 

 

 

41,262

Sales and marketing expenses

 

31,706

 

40,737

 

-

 

72,443

Legal and professional fees

 

80,940

 

-

 

 

 

80,940

General & administrative expenses

 

2,573

 

73,705

 

-

 

76,278

 

 

 

 

 

 

 

 

 

Total operating expenses

 

151,219

 

119,704

 

-

 

270,923

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

(142,017)

 

(38,929)

 

-

 

(180,946)

 

 

 

 

 

 

 

 

 

Other income (expenses)

 

 

 

 

 

 

 

 

Interest

 

(25,949)

 

(7,428)

 

-

 

(33,377)

Depreciation expense

 

(2,853)

 

(795)

 

-

 

(3,648)

 

 

 

 

 

 

 

 

 

Total other income (expenses)

 

(28,802)

 

(8,223)

 

-

 

(37,025)

 

 

 

 

 

 

 

 

 

Income (loss) before provision

 

 

 

 

 

 

 

 

 for income taxes

$

(170,819)

$

(47,152)

$

-

 

(217,971)

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

Net income (loss)

$

(170,819)

$

(47,152)

 

-

$

(217,971)

 

 

 

 

 

 

 

 

 

Basic and diluted earnings

 

 

 

 

 

 

 

 

 (loss) per common share

$

(0.004)

$

(0.019)

$

-

$

(0.005)

 

 

 

 

 

 

 

 

 

Weighted average common shares

 

 

 

 

 

 

 

 

  outstanding (basic and diluted)

 

44,220,821

 

2,434,000

 

(2,434,000)

 

44,220,821

 

 

 

 

 

 

 

 

 

The financial information presented herein has been prepared by management

without audit and/or review by independent certified public accountants

 

 

 

 

 

 

 

 

 

See accompanying notes to the proforma financial information





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FRESH HARVEST PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO PRO-FORMA (UNAUDITED)

CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2010



1.

BACKGROUND – PURCHASE AGREEMENT


On March 2, 2010, Take and Bake, Inc. d/b/a AC LaRocco Pizza Company (“Take and Bake”) entered into a purchase agreement wherein Take and Bake sold substantially all of its assets to Fresh Harvest Products, Inc. (“FRHV”)


The principal provisions of the purchase agreement include:


·

Purchase Price: $108,000 payable over 60 months at the rate of $1,800 per month; plus 15,000,000 shares of the FRHVs common stock and the assumption of certain liabilities.


·

Assets Purchased include: product inventory and supplies; office furniture, office equipment, computer equipment and other machinery and equipment; fixtures and leasehold improvements, trademarks, trademark applications, trade names, service marks, telephone numbers, contracts, leases, licenses, insurance policies, fidelity and contract bonds, and other assets related to the pizza business.


·

Assets Excluded include: cash and cash equivalents and judgments, as well as all receivables due the Company on March 2, 2010 (closing) or earned within 60 days of the closing; all checkbooks,  stubs,  books of account, ledgers  and accounting journals related to the Pizza operation; and accounts receivable resulting from litigation initiated by Take and Bake prior to the closing.


A copy of the purchase agreement is attached as Exhibit 10.1 filed with the SEC on April 30, 2010. The foregoing description of the purchase agreement is qualified in its entirety by reference to the full text of the exhibit to the Form 8-K.


2.

NOTES TO PRO-FORMA (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS


NOTE A.  

The financial information presented in the Pro-Forma Consolidated Balance Sheets as of January 31, 2010 and in the Pro-Forma Statements of Operations for the three months ended January 31, 2010 as they pertain to FRHV were derived from the Form 10-Q that FRHV filed with the SEC on March 22, 2010.


NOTE B.

The financial information presented in the Pro-Forma Consolidated Balance Sheets as of January 31, 2010 as they pertain to AC LaRocco, Inc. (“ACL”) was derived from the asset purchase agreement dated March 2, 2010 by and between FRHV and Take and Bake. ACL is a newly formed Delaware corporation that is a wholly-owned subsidiary of FRHV.  ACL owns all of the operating assets acquired by FRHV on March 2, 2010. The pro-forma financial information gives the effect of the asset acquisition as if the transaction had occurred on January 31, 2010; the last quarterly SEC reporting period for FRHV prior to March 2, 2010.


NOTE C.

The financial information presented in the Pro-Forma Consolidated Statements of Operations for the three months ended January 31, 2010 as they pertain to ACL are derived from the books and records of Take and Bake. This information is only being presented for pro-forma purposes.  Considering that the transaction on March 2, 2010 was an asset acquisition and not a reverse merger, no historical financial statements for Take and Bake will be presented in any consolidated financial statements for FRHV going forward from March 2, 2010.


3.

PRO-FORMA ADJUSTMENTS


ADJUSTMENT 1.

As part of the consideration paid under the March 2, 2010 purchase agreement, 15,000,000 shares of FRHV’s common stock is to be issued for total consideration of $450,000; the open/close and average stock price of FRHV, as quoted on the OTCBB, on March 2, 2010 was $0.03 per common share. This entry is to record the pending issuance of the 15,000,000 shares of FRHV’s common stock.


ADJUSTMENT 2.

This is the entry in consolidation to eliminate the due to/from subsidiary as of January 31, 2010 giving effect to the pending issuance of the 15,000,000 shares of FRHV’s common stock.



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