EX-99.2
5
ex99-2.htm
Exhibit
99.2
Unaudited
Pro Forma Consolidated Financial Statements
(Introductory
Note)
The
unaudited pro forma consolidated balance sheet as of December 31, 2014, and the unaudited pro forma consolidated statements of
operations for the fiscal year ended December 31, 2014, give effect to transactions by Diego Pellicer Worldwide, Inc., ("Diego
Pellicer") and Type 1 Media, Inc., ("Type1") occurring in connection with the Merger and include (a) the recapitalization
of Type1 and spin-off of pre-Merger assets and liabilities, and conversion of Diego Pellicer common into Type1 common stock which
occurred on March 11, 2015, and are based on the historical financial statements of Diego Pellicer, as if those transactions occurred
on December 31, 2014 for purposes of the pro forma consolidated balance sheet, and on the first day of the respective periods
for purposes of the pro forma consolidated statement of operations.
The
unaudited pro forma consolidated financial information is presented for illustrative purposes only and does not purport to represent
what Diego Pellicer actual results of operations or financial position would have been had the transactions actually been completed
on or at the beginning of the indicated periods, and is not indicative of future results of operations or financial condition.
The
historical financial information of Diego Pellicer for the fiscal year ended December 31, 2014 have been derived from the audited
financial statements for such period. The unaudited pro forma consolidated financial information should be read in conjunction
with Diego Pellicer 's audited consolidated financial statements and notes thereto. The pro forma adjustments are based
upon available information and assumptions that management believes are reasonable.
DIEGO
PELLICER WORLDWIDE, INC.
Unaudited
Pro Forma Balance Sheets
December
31, 2014
Diego Pellicer
Type 1
Worldwide, Inc.
Media, Inc.
December
31, 2014
December
31, 2014
Adjustments
Consolidated
Assets
Current assets:
Cash and
equivalents
$
33,101
$
25,473
$
(25,473
)
$
33,101
Prepaid expenses
8,946
-
-
8,946
Total
current assets
42,047
25,473
(25,473
)
42,047
-
Property and Equipment,
net
253,990
1,548
(1,548
)
253,990
Other assets:
Investment, at cost
525,567
-
-
525,567
Deposits
323,000
-
-
323,000
Total other assets
848,567
-
-
848,567
Total assets
$
1,144,604
$
27,021
$
(27,021
)
$
1,144,604
Liabilities and Stockholders'
Equity (Deficiency)
Current liabilities:
Accounts payable
$
298,939
$
65,178
(65,178
)
$
298,939
Accrued expenses -
related party
124,333
16,025
(16,025
)
124,333
Accrued Compensation
1,176,563
-
-
1,176,563
Deferred Revenue
53,000
-
-
53,000
Total
current liabilities
1,652,835
81,203
(81,203
)
1,652,835
Deferred revenue
424,000
-
-
424,000
Total Liabilities
2,076,835
81,203
(81,203
)
2,158,038
Stockholders' equity (deficiency):
Preferred stock
504
-
-
504
Common stock
1352
6
(6
)
1,352
Additional paid-in
capital
4,333,980
(1,778
)
1,778
4,333,980
Treasury shares, at
cost
(87,300
)
-
-
(87,300
)
Accumulated
deficit
(5,180,767
)
(52,410
)
52,410
(5,180,767
)
Total
stockholders' equity (deficiency)
(932,231
)
(54,182
)
54,182
(932,231
)
Total liabilities
and stockholders' equity
$
1,144,604
$
27,021
$
(27,021
)
$
1,171,625
DIEGO
PELLICER WORLDWIDE, INC.
Unaudited
Pro Forma Statements of Operations
December
31, 2014
Diego Pellicer
Type 1
Worldwide, Inc.
Media, Inc.
December
31, 2014
December
31, 2014
Adjustments
Consolidated
Revenues
$
48,567
$
52,033
$
(52,033
)
$
48,567
Operating Expenses (Net)
4,816,688
71,788
(71,788
)
4,816,688
Other Income
-
4,092
(4,092
)
-
Net Loss
$
(4,768,121
)
$
(15,663
)
$
15,663
$
(4,768,121
)
Diego
Pellicer Worldwide, Inc.
Notes
to Pro Forma Financial Statements
(Unaudited)
Note
1 - INTRODUCTION
Merger
On
March 11, 2015, Diego Pellicer Worldwide, Inc. (the "Company") entered into a Share Exchange Agreement with Type 1
Media, Inc. ("Type 1"). This transaction was closed on March 11, 2015, and each issued and outstanding share of common
stock of Type 1 was exchanged for one share of Diego Pellicer Worldwide, Inc.
Pursuant
to the share exchange:
●
Each issued and outstanding share of
common stock, par value $0.0001 per share, of Type 1 Media, Inc. will be converted into one share of Diego Pellicer Worldwide,
Inc. ("DPWW") common stock, $0.0001 par value per share ("DPWW Common Stock" or "DPWW Shares")
The
completion of the Share Exchange resulted in a change of control. The Share Exchange was accounted for as a reverse merger and
recapitalization. Type 1 was the acquirer for financial reporting purposes and the Company was the acquired company.
Consequently,
the assets and liabilities and the operations reflected in the historical financial statements prior to the Share Exchange were
those of Diego Pellicer Worldwide, Inc. and was recorded at its historical cost basis; and the consolidated financial statements
after completion of the Share Exchange included the assets and liabilities of the Company and Type 1 Media Inc. historical operations
of Type 1 Media Inc. and operations of the Company from the closing date of the Share Exchange
In
connection with the Share Exchange, all share and per share amounts have been retroactively restated to the earliest period presented.
Note
2 - PRO FORMA PRESENTATION
General
The
following unaudited pro forma combined balance sheets and income statements are based on historical financial statements of Type
1 Media Inc. as if the transaction had occurred during the period ended December 31, 2014, the date of accounting acquirer's
most recent period end.
The
unaudited pro forma combined financial statements are provided for information purposes only. The pro forma financial statements
are not necessarily indicative of what the financial position or results of operations actually would have been had the acquisition
been completed at the dates indicated below. In addition, the unaudited pro forma combined financial statements do not purport
to project the future financial position or operating results of the combined company. The unaudited pro forma combined financial
information has been prepared in accordance with the rules and regulations of the Securities and Exchange Commission.
For
pro forma purposes:
●
The unaudited Pro Forma Combined Balance
Sheets as of December 31, 2014 of the companies give effect to the transaction as if it had occurred at the beginning of the
most recent year/period ended; and
●
The unaudited Pro Forma Combined Statements
of Operations for the period ended December 31, 2014 combines the income statements of the companies for the indicated periods,
giving effect to the transaction as if it had occurred at the beginning of those periods.
These
unaudited pro forma combined financial statements and accompanying notes should be read in conjunction with the separate audited
financial statements of Type 1 Media Inc. as of and for the year ended December 31, 2014.

EX - 99 . 2 5 ex99 - 2 . htm Exhibit 99 . 2 Unaudited Pro Forma Consolidated Financial Statements ( Introductory Note ) The unaudited pro forma consolidated balance sheet as of December 31 , 2014 , and the unaudited pro forma consolidated statements of operations for the fiscal year ended December 31 , 2014 , give effect to transactions by Diego Pellicer Worldwide , Inc . , ( " Diego Pellicer " ) and Type 1 Media , Inc . , ( " Type1 " ) occurring in connection with the Merger and include ( a ) the recapitalization of Type1 and spin - off of pre - Merger assets and liabilities , and conversion of Diego Pellicer common into Type1 common stock which occurred on March 11 , 2015 , and are based on the historical financial statements of Diego Pellicer , as if those transactions occurred on December 31 , 2014 for purposes of the pro forma consolidated balance sheet , and on the first day of the respective periods for purposes of the pro forma consolidated statement of operations . The unaudited pro forma consolidated financial information is presented for illustrative purposes only and does not purport to represent what Diego Pellicer actual results of operations or financial position would have been had the transactions actually been completed on or at the beginning of the indicated periods , and is not indicative of future results of operations or financial condition . The historical financial information of Diego Pellicer for the fiscal year ended December 31 , 2014 have been derived from the audited financial statements for such period . The unaudited pro forma consolidated financial information should be read in conjunction with Diego Pellicer 's audited consolidated financial statements and notes thereto . The pro forma adjustments are based upon available information and assumptions that management believes are reasonable . DIEGO PELLICER WORLDWIDE , INC . Unaudited Pro Forma Balance Sheets December 31 , 2014 Diego Pellicer Type 1 Worldwide , Inc . Media , Inc . December 31 , 2014 December 31 , 2014 Adjustments Consolidated Assets Current assets : Cash and equivalents $ 33,101 $ 25,473 $ ( 25,473 ) $ 33,101 Prepaid expenses 8,946 - - 8,946 Total current assets 42,047 25,473 ( 25,473 ) 42,047 - Property and Equipment , net 253,990 1,548 ( 1,548 ) 253,990 Other assets : Investment , at cost 525,567 - - 525,567 Deposits 323,000 - - 323,000 Total other assets 848,567 - - 848,567 Total assets $ 1,144,604 $ 27,021 $ ( 27,021 ) $ 1,144,604 Liabilities and Stockholders ' Equity ( Deficiency ) Current liabilities : Accounts payable $ 298,939 $ 65,178 ( 65,178 ) $ 298,939 Accrued expenses - related party 124,333 16,025 ( 16,025 ) 124,333 Accrued Compensation 1,176,563 - - 1,176,563 Deferred Revenue 53,000 - - 53,000 Total current liabilities 1,652,835 81,203 ( 81,203 ) 1,652,835 Deferred revenue 424,000 - - 424,000 Total Liabilities 2,076,835 81,203 ( 81,203 ) 2,158,038 Stockholders ' equity ( deficiency ) : Preferred stock 504 - - 504 Common stock 1352 6 ( 6 ) 1,352 Additional paid - in capital 4,333,980 ( 1,778 ) 1,778 4,333,980 Treasury shares , at cost ( 87,300 ) - - ( 87,300 ) Accumulated deficit ( 5,180,767 ) ( 52,410 ) 52,410 ( 5,180,767 ) Total stockholders ' equity ( deficiency ) ( 932,231 ) ( 54,182 ) 54,182 ( 932,231 ) Total liabilities and stockholders ' equity $ 1,144,604 $ 27,021 $ ( 27,021 ) $ 1,171,625 DIEGO PELLICER WORLDWIDE , INC . Unaudited Pro Forma Statements of Operations December 31 , 2014 Diego Pellicer Type 1 Worldwide , Inc . Media , Inc . December 31 , 2014 December 31 , 2014 Adjustments Consolidated Revenues $ 48,567 $ 52,033 $ ( 52,033 ) $ 48,567 Operating Expenses ( Net ) 4,816,688 71,788 ( 71,788 ) 4,816,688 Other Income - 4,092 ( 4,092 ) - Net Loss $ ( 4,768,121 ) $ ( 15,663 ) $ 15,663 $ ( 4,768,121 ) Diego Pellicer Worldwide , Inc . Notes to Pro Forma Financial Statements ( Unaudited ) Note 1 - INTRODUCTION Merger On March 11 , 2015 , Diego Pellicer Worldwide , Inc . ( the " Company " ) entered into a Share Exchange Agreement with Type 1 Media , Inc . ( " Type 1 " ) . This transaction was closed on March 11 , 2015 , and each issued and outstanding share of common stock of Type 1 was exchanged for one share of Diego Pellicer Worldwide , Inc . Pursuant to the share exchange : ● Each issued and outstanding share of common stock , par value $ 0.0001 per share , of Type 1 Media , Inc . will be converted into one share of Diego Pellicer Worldwide , Inc . ( " DPWW " ) common stock , $ 0.0001 par value per share ( " DPWW Common Stock " or " DPWW Shares " ) The completion of the Share Exchange resulted in a change of control . The Share Exchange was accounted for as a reverse merger and recapitalization . Type 1 was the acquirer for financial reporting purposes and the Company was the acquired company . Consequently , the assets and liabilities and the operations reflected in the historical financial statements prior to the Share Exchange were those of Diego Pellicer Worldwide , Inc . and was recorded at its historical cost basis ; and the consolidated financial statements after completion of the Share Exchange included the assets and liabilities of the Company and Type 1 Media Inc . historical operations of Type 1 Media Inc . and operations of the Company from the closing date of the Share Exchange In connection with the Share Exchange , all share and per share amounts have been retroactively restated to the earliest period presented . Note 2 - PRO FORMA PRESENTATION General The following unaudited pro forma combined balance sheets and income statements are based on historical financial statements of Type 1 Media Inc . as if the transaction had occurred during the period ended December 31 , 2014 , the date of accounting acquirer 's most recent period end . The unaudited pro forma combined financial statements are provided for information purposes only . The pro forma financial statements are not necessarily indicative of what the financial position or results of operations actually would have been had the acquisition been completed at the dates indicated below . In addition , the unaudited pro forma combined financial statements do not purport to project the future financial position or operating results of the combined company . The unaudited pro forma combined financial information has been prepared in accordance with the rules and regulations of the Securities and Exchange Commission . For pro forma purposes : ● The unaudited Pro Forma Combined Balance Sheets as of December 31 , 2014 of the companies give effect to the transaction as if it had occurred at the beginning of the most recent year / period ended ; and ● The unaudited Pro Forma Combined Statements of Operations for the period ended December 31 , 2014 combines the income statements of the companies for the indicated periods , giving effect to the transaction as if it had occurred at the beginning of those periods . These unaudited pro forma combined financial statements and accompanying notes should be read in conjunction with the separate audited financial statements of Type 1 Media Inc . as of and for the year ended December 31 , 2014 .
O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O B-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Generic_Info.ANNUAL_REVENUES I-Generic_Info.ANNUAL_REVENUES B-Generic_Info.ANNUAL_REVENUES I-Generic_Info.ANNUAL_REVENUES B-Generic_Info.ANNUAL_REVENUES I-Generic_Info.ANNUAL_REVENUES I-Generic_Info.ANNUAL_REVENUES I-Generic_Info.ANNUAL_REVENUES B-Generic_Info.ANNUAL_REVENUES I-Generic_Info.ANNUAL_REVENUES O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY I-Parties.BUYING_COMPANY O O O O O O O O O O O O O B-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY I-Parties.ACQUIRED_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O