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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 7, 2025

 

PMGC Holdings Inc.
(Exact name of registrant as specified in its charter)

 

Nevada   001-41875   33-2382547
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

c/o 120 Newport Center Drive, Ste. 249

Newport Beach, CA

  92660
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (866) 794-4940

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4©)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value   ELAB   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 


 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

On July 7, 2025, PMGC Holdings Inc. (the “Company”) completed the acquisition (the “Acquisition”) of 100% of the issued and outstanding shares (the “Shares”) of Pacific Sun Packaging Inc. (the “Target”), pursuant to an Acquisition Agreement dated as of July 7, 2025 (the “Acquisition Agreement”), by and between the Buyer and the Target.

 

The Acquisition closed on July 7, 2025 (the “Closing”). The purchase consideration for the Shares consisted of: (i) $1,148,000 in cash paid by the Buyer to the stockholder of Target at the Closing; and (ii) a contingent earnout payment of up to $250,000, payable to the stockholder of the Target if the business achieves $1,145,915 in revenue during the Target’s 2025 fiscal year without incurring debt to fund operations. Following the Closing, the Buyer intends to continue the operation of the Target from the Target’s existing leased warehouse under a newly negotiated five-year lease agreement. In addition, one of the Target’s employees entered into a new five-year employment agreement with the Buyer, which includes a revenue-based incentive to align with the Buyer’s long-term performance objectives.

 

The foregoing description of the Acquisition does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”) and incorporated by reference herein.

 

Item 8.01 Other Events

 

On July 10, 2025, the Company issued a press release announcing the Closing. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

 

The information set forth under this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired.

 

Combined financial statements of Pacific Sun Packaging Inc. for the years ended December 31, 2024 and December 31, 2023, and the notes related thereto, and unaudited combined financial statements of Pacific Sun Packaging Inc. for the three month period ended March 31, 2025, are attached hereto as Exhibit 99.2 and incorporated herein by reference into this Item 9.01(a).

 

(b) Pro Forma Financial Information.

 

The Unaudited Pro Forma Condensed Combined Balance Sheet of PMGC Holdings Inc. as of March 31, 2025, Unaudited Pro Forma Condensed Combined Statements of Operations of PMGC Holdings Inc. for the year ended December 31, 2024 and Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2025 are attached hereto as Exhibit 99.3 and incorporated herein by reference into this Item 9.01(b).

 

(d) Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
10.1*   Acquisition Agreement dated as of July 7, 2025, by and between PMGC Holdings Inc. and Pacific Sun Packaging Inc.
99.1   Press Release of PMGC Holdings Inc. dated as of July 10, 2025.
99.2   Audited combined financial statements of Pacific Sun Packaging Inc. for the years ended December 31, 2024 and December 31, 2023, and the notes related thereto, and unaudited combined financial statements of Pacific Sun Packaging Inc. for the three month period ended March 31, 2025.
99.3   Unaudited Pro Forma Condensed Combined Balance Sheet of PMGC Holdings Inc. as of March 31, 2025, Unaudited Pro Forma Condensed Combined Statements of Operations of PMGC Holdings Inc. for the year ended December 31, 2024 and Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2025.
104   Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

* The schedules, exhibits or similar attachments have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any schedules, exhibits or similar attachments to the Securities and Exchange Commission upon request.

 

1


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 11, 2025

 

PMGC Holdings, Inc.  
   
By: /s/ Graydon Bensler  
Name:  Graydon Bensler  
Title: Chief Executive Officer, President and Director  

 

 

2

 

EX-99.1 2 ea024873901ex99-1_pmgc.htm PRESS RELEASE OF PMGC HOLDINGS INC. DATED AS OF JULY 10, 2025

Exhibit 99.1

 

PMGC Holdings Inc. Completes Acquisition of Customer IT Packaging Company Pacific Sun Packaging with over $2,000,000 in combined revenue for fiscal years 2023 and 2024

 

Serves over 300 Commercial Clients including Data Centers, Technology Manufacturers and Incident Response (IR) Service Providers.

 

Adds cash flow positive revenue, enhances PMGC’s exposure to U.S. semiconductor and artificial intelligence (“AI”) infrastructure growth, and marks the launch of its strategic acquisition program targeting U.S. businesses.

 

Newport Beach, CA – July 10, 2025 – PMGC Holdings Inc. (Nasdaq: ELAB) (the “Company,” “PMGC,” “we,” or “us”), a diversified public holding company, today announced that it has completed the acquisition of Pacific Sun Packaging Inc. (“Pacific Sun”) a niche custom IT packaging company based in San Clemente, California.

 

PMGC acquired 100% of the issued and outstanding shares of Pacific Sun for $1,148,000 in cash, with an additional $250,000 earnout contingent on the company achieving $1,145,915 in revenue over the 12-month period following closing.

 

About Pacific Sun Packaging Inc.

 

Founded in 2011, Pacific Sun Packaging Inc. is a specialty packaging provider focused on high-precision, component-level packaging solutions for the electronics and information technology (“IT”) hardware industries. The company designs and supplies custom-engineered protective packaging for delicate components such as central processing units (CPUs), memory modules (DIMMs and SO-DIMMs), solid state drives (SSDs), hard disk drives (HDDs), and fiber-optic transceivers, serving customers across the semiconductor, data center, and networking equipment supply chains.

 

Pacific Sun’s solutions are built to meet the demanding durability, antistatic protection, and dimensional requirements of sensitive electronic parts during storage, shipping, and integration. Its products are widely used by original equipment manufacturers (OEMs), distributors, and contract manufacturers requiring scalable, reliable, and technically compliant packaging options. Known for its engineering agility, fulfillment reliability, and component-specific packaging expertise, the company operates a lean, cash-generative model from its base in San Clemente, California.

 

In fiscal years 2023 and 2024, Pacific Sun generated combined revenue of $2,151,418.

 

Strategic Rationale

 

The acquisition of Pacific Sun marks the first completed transaction in PMGC’s broader acquisition strategy, which targets businesses with consistent earnings, strong fundamentals, and scalable platforms. Pacific Sun operates in a specialized and growing segment of the packaging industry, supported by long-standing customer relationships, high service reliability, and deep expertise in meeting the complex needs of the technology supply chain. The company’s ability to deliver tailored, component-specific solutions with speed and consistency has made it a trusted partner to electronics and IT hardware providers navigating increased demand and supply chain complexity.

 


 

PMGC plans to work closely with Pacific Sun’s existing leadership to identify and execute growth initiatives, including the buildout of a dedicated sales function, targeted marketing investments, and operational enhancements. With the right capital and strategic support, Pacific Sun is well-positioned to expand its commercial footprint and serve a broader range of customers in the growing electronics and logistics ecosystem.

 

“Pacific Sun Packaging represents everything we look for in a foundational operating platform: consistent profitability, customer loyalty, and strategic exposure to macro tailwinds,” said Graydon Bensler, Chief Executive Officer of PMGC Holdings Inc. “As semiconductor, electronics manufacturing, and AI data centers increasingly move back onshore, and demand for servers, memory, and IT components continues to grow, we believe this business is well-positioned to scale with America’s advanced manufacturing revival, and we are excited to help meet that demand.”

 

Industry Outlook

 

The U.S. market for custom IT and electronics packaging is poised for multi-year growth. According to industry data:

 

The North American electronics packaging market exceeded $8 billion in 2023.1

 

Demand is driven by the cloud, data center, and AI hardware boom, with memory modules and optical networking components requiring high-spec packaging solutions.

 

The CHIPS and Science Act is incentivizing domestic production, increasing demand for U.S.-based packaging partners.

 

E-commerce growth and stricter sustainability regulations are reshaping packaging needs—rewarding suppliers that offer recyclable, efficient, and customizable designs.

 

About PMGC Holdings Inc.

 

PMGC Holdings Inc. is a diversified holding company that manages and grows its portfolio through strategic acquisitions, investments, and development across various industries. We are committed to exploring opportunities in multiple sectors to maximize growth and value. For more information, please visit https://www.pmgcholdings.com.

 

Forward-Looking Statements

 

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Words such as “believes,” “expects,” “plans,” “potential,” “would” and “future” or similar expressions such as “look forward” are intended to identify forward-looking statements. Forward-looking statements are made as of the date of this press release and are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, activities of regulators and future regulations and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results. Therefore, you should not rely on any of these forward-looking statements. These and other risks are described more fully in PMGC’s filings with the United States Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025, and its other documents subsequently filed with or furnished to the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at www.sec.gov. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

 

Investor Relations Contact:

 

IR@pmgcholdings.com

 

 

1 North America Consumer Electronics Packaging Market Report – Industry Trends and Forecast to 2031 | Data Bridge Market Research

 

 

EX-99.2 3 ea024873901ex99-2_pmgc.htm AUDITED COMBINED FINANCIAL STATEMENTS OF PACIFIC SUN PACKAGING INC. FOR THE YEARS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023, AND THE NOTES RELATED THERETO, AND UNAUDITED COMBINED FINANCIAL STATEMENTS OF PACIFIC SUN PACKAGING INC

Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

Condensed Interim Financial Statements of

Pacific Sun Packaging Inc.

 

For the three months ended

March 31, 2025, and 2024

 

(Unaudited- Expressed in United States Dollars)

 

 

 

 

 

 

 

 

 


 

Pacific Sun Packaging Inc. 

Condensed Interim Balance Sheets
(Unaudited- Expressed in United States dollar)

 

 

 

As of:

  March 31,
2025
    December 31,
2024
 

ASSETS

Current Assets

           
Cash   $ 87,192     $ 29,544  
Receivables, net (Note 4)     103,901       303,837  
Inventory (Note 6)     136,108       124,398  
Inventory deposits     23,468       19,620  
Loan receivable- shareholder (Note 7)     53,498       -  
Total Current Assets     404,167       477,399  
TOTAL ASSETS   $ 404,167     $ 477,399  
                 
LIABILITIES                
Current Liabilities                

Accounts payable and accrued liabilities (Note 5)

  $ 144     $ 949  
Accounts payable and accrued liabilities – Related party (Note 7)     1,879       8,660  
Loan payable- Related party (Note 7)     -       59,647  
Total Current Liabilities     2,023       69,256  
TOTAL LIABILITIES   $ 2,023     $ 69,256  

Commitment and contingencies (Note 9)

               
EQUITY                

Share capital (Note 8)

    10,000       10,000  
Retained earnings     392,144       398,143  
TOTAL EQUITY     402,144       408,143  
TOTAL LIABILITIES AND EQUITY   $ 404,167     $ 477,399  

 

The accompanying notes are an integral part of these unaudited condensed interim financial statements

 

1


 

Pacific Sun Packaging Inc.

Condensed Interim Statements of Operations

For the three months ended March 31, 2025 and 2024

(Unaudited- Expressed in United States dollar, except for the number of shares)

 

 

    Three 
months
ended
March 31,
    Three 
months
ended
March 31,
 
    2025     2024  
 Sales (Note 10)   $ 108,850       211,266  
Cost of goods sold     81,119       106,190  
Gross profit     27,731       105,076  
Operating expenses                
Office and administrative   $ 10,240       14,891  
Professional fees     2,643       1,620  
Salaries and wages (Note 7)     20,847       65,475  
Total operating expenses   $ 33,730       81,986  
Net (loss) income   $ (5,999 )     23,090  
Basic and diluted (loss) earnings per share:   $ (59.99 )     230.90  
Weighted average shares outstanding     100       100  

 

The accompanying notes are an integral part of these unaudited condensed interim financial statements

 

2


 

Pacific Sun Packaging Inc.
Condensed Interim Statements of Changes in Equity
For the three months ended March 31, 2025 and 2024
(Unaudited- Expressed in United States dollars, except for the number of shares)

 

 

    Common Stock     Retained        
    Number of
shares#
    Amount
$
    earnings
$
    Total
$
 
Balance, December 31, 2023   100     10,000     363,428     373,428  
Net income for the period     -       -       23,090       23,090  
Balance, March 31, 2024     100       10,000       386,518       396,518  
Balance, December 31, 2024     100       10,000       398,143       408,143  
Net loss for the period     -       -       (5,999 )     (5,999 )
Balance, March 31, 2025     100       10,000       392,144       402,144  

 

The accompanying notes are an integral part of these unaudited condensed interim financial statements

 

3


 

Pacific Sun Packaging Inc.

Condensed Interim Statements of Cash Flows

For the three months ended March 31, 2025 and 2023

(Unaudited- Expressed in United States dollars)

 

 

    March 31,
2025
    March 31,
2024
 
Operating activities            
Net (loss) income   $ (5,999 )   $ 23,090  
Adjustments to reconcile net (loss) income to net cash provided by operating activities:            
Non-cash items     -       -  
                 
Changes in operating assets and liabilities:                
Receivables     199,936       107,539  
Inventory     (11,710 )     25,457  
Accounts payable and accrued liabilities     (805 )     (33,452 )
Accounts payable and accrued liabilities – Related party     (6,781 )     (26,000 )
Inventory deposits     (3,848 )     (2,453 )
Cash flows provided by operating activities   $ 170,793     $ 94,181  
                 
Financing activities                
Repayment of Shareholder loan     (113,145 )     (108,168 )
Cash flows used in financing activities   $ (113,145 )   $ (108,168 )
Change in cash     57,648       (13,987 )
Cash, beginning of period     29,544       59,934  
Cash, ending of period   $ 87,192     $ 45,947  
Supplemental cash flow information:                
Cash paid for interest     -       -  
Cash paid for taxes     -       -  

 

The accompanying notes are an integral part of these unaudited condensed interim financial statements

 

4


 

Pacific Sun Packaging Inc.

Notes to the Condensed Financial Statements

(Unaudited - Expressed in United States dollars)

 

 

1. Organization and nature of operations

 

Pacific Sun Packaging Inc. (the “Company”) was incorporated in the State of California on February 22, 2011. The Company operates in the packaging and distribution industry, specializing in providing custom IT packaging solutions and wholesale packaging materials to both domestic and international clients. Its principal business activities include the design, sourcing, and distribution of corrugated boxes, shipping materials, protective packaging, and other related supplies for businesses across multiple sectors, including technology, consumer goods, and logistics.

 

The Company has established itself as a niche-market provider with limited direct competition in its segment and has a reputation for responsive customer service and flexible, customized packaging solutions. The Company operates from San Clemente, California, and conducts business primarily within the United States, although it services select international clients. It maintains a lean operational structure with the owner actively involved on a part-time basis, and a small team responsible for sales, procurement, and fulfillment.

 

The Company is privately held and, as of March 31, 2025, is wholly owned by a single shareholder. There are no subsidiaries or affiliated entities.

 

2. Going concern

 

Management has evaluated the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements and has concluded that there are no conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern.

 

3. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are stated in U.S. dollars. Accordingly, the unaudited condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, we have included all adjustments considered necessary for a fair presentation and such adjustments are of a normal recurring nature. These unaudited condensed financial statements should be read in conjunction with the financial statements for the years ended December 31, 2024, and 2023. The results of operations for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2025.

 

The Company has elected to be treated as an S Corporation for U.S. federal income tax purposes. As such, corporate income is generally passed through to the shareholder and not subject to federal corporate income tax. Accordingly, no provision for income taxes is included in these financial statements.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the collectability of receivables, valuation of inventory, and accrued liabilities. Actual results could differ materially from those estimates.

 

5


 

Pacific Sun Packaging Inc.

Notes to the Condensed Financial Statements

(Unaudited - Expressed in United States dollars)

 

 

Recently Adopted Accounting Standards

 

During the year ended December 31, 2024, the Company adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard requires the use of an expected credit loss model rather than the incurred loss model for financial assets measured at amortized cost. The adoption of ASU 2016-13 did not have a material impact on the Company’s financial statements, as historical write-offs have been minimal and the Company determined that expected credit losses were immaterial as of the reporting date.

 

Recently Issued Accounting Standards

 

The Company assesses the adoption impacts of recently issued, but not yet effective, accounting standards by the Financial Accounting Standards Board on the Company's unaudited condensed financial statements.

 

There are no recently issued accounting standards which may have effect on the Company’s unaudited condensed financial statements

 

4. Receivables

 

As of March 31, 2025 and December 31, 2024, receivables consisted of trade receivables of $103,901 and

$303,837, respectively. As of March 31, 2025 and December 31, 2024, the Company recognized credit losses of $nil and $nil, respectively.

 

5. Accounts Payable and Accrued Liabilities

 

As of December 31, 2024 and 2023, accounts payable and accrued liabilities consisted of the following:

 

    March 31,
2025
    December 31,
2024
 
Accounts payable   $ -     $ -  
Accrued liabilities     144       949  
    $ 144     $ 9,609  

 

6


 

Pacific Sun Packaging Inc.

Notes to the Condensed Financial Statements

(Unaudited - Expressed in United States dollars)

 

 

6. Inventory

 

As of March 31, 2025 and December 31, 2024, inventory consisted of the following:

 

    March 31,     December 31,  
    2025     2024  
             
Finished goods   $ 136,108     $ 124,398  
    $ 136,108     $ 124,398  

 

Cost of inventory recognized as expense in cost of sales for the three months ended March 31, 2025, and 2024, totaled $81,119 and $106,190, respectively. As at March 31, 2025, and December 31, 2024, the Company recorded an allowance for inventory of $nil.

 

7. Related Party Transactions

 

Related parties consist of the following individuals:

 

Steve Johnson, Sole Shareholder, President, and Chief Executive Officer
     
Michael T Kerzie, Brother of Steven Johnson and Sales Representative

 

Key management personnel include individuals who have authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist solely of the sole shareholder and President, Mr. Steven Johnson.

 

During the three months ended March 31, 2025, the Company had the following transactions with related parties:

 

The Company had an outstanding loan receivable from Steve Johnson, Sole Shareholder, in the amount of $53,498 as of March 31, 2025 (December 31, 2024 – loan payable of $59,647). The Company repaid $113,145 on the loan during the year. The loan is non-interest bearing, unsecured, and repayable on demand.
     
During the three months ended March 31, 2025, the Company incurred rent expense of $nil (2024 – $9,000) for leasing a building owned by Steve Johnson. As the Sole Shareholder of the Company and the owner of the leased building, Steve Johnson used his discretion to allocate rent to the Company.
     
The Company employed Michael T Kerzie, the brother of Steven Johnson, as a commissioned sales representative. Michael T Kerzie earned commissions in connection with customer orders during the normal course of business. All compensation paid was based on standard commission rates consistent with those paid to third-party representatives. During the three months ended March 31, 2025, the Company incurred commission expenses totaling $5,628 (March 31, 2024-$42,975) payable to Michael T. Kerzie in the normal course of business. As at March 31, 2025, the amount accrued and payable to Michael T. Kerzie was $1,879 (December 31, 2024- $8,660).

 

There were no other transactions with related parties requiring disclosure under ASC 850 for the three months ended March 31, 2025 and 2024

 

8. Share Capital

 

The Company is authorized to issue 5,000 shares of common stock with a par value of $100 per share. As of March 31, 2025, 100 common shares were issued and outstanding with a stated capital of $10,000, unchanged from December 31, 2024. The Company has not issued any additional classes of shares, and there are no outstanding options, warrants, or convertible securities There were no commitments or contingencies as of March 31, 2025.

 

7


 

Pacific Sun Packaging Inc.

Notes to the Condensed Financial Statements

(Unaudited - Expressed in United States dollars)

 

 

9. Commitments and Contingencies

 

 

10. Concentration

 

Customers

 

For the three months ended March 31, 2025, the Company recorded 40% of its revenue from its 2 largest customers. The Company’s largest customer, representing $27,040 of revenue, relates to sales to a wholesaler during the period.

 

For the three months ended March 31, 2024, the Company recorded 64% of its revenue from its 2 largest customers. The Company’s largest customer, representing $77,760 of revenue, relates to sales to a wholesaler during the period.

 

As of March 31, 2025, the Company had $18,532 receivables due from these customers.

 

Suppliers

 

During the three months end March 31,2025, and 2024, the Company had 3 key suppliers that represented approximately 96% and 1 key supplier that represented 100%, respectively, of the cost incurred in the purchase of inventory. The table below represents a breakdown of each supplier as a percentage of the cost incurred (Suppliers are shown from largest to smallest and does not necessarily represent the same suppliers period over period):

 

    Three months     Three months  
    ended
March 31,
    ended
March 31,
 
    2025     2024  
Supplier 1     48 %     100 %
Supplier 2     34 %     -  
Supplier 3     14 %     -  
                 
      96 %     100 %

 

The Company continually evaluates the performance of its suppliers and the availability of alternatives to substitute for or supplement its inventory production supply chain and potentially considers the domestic manufacturers.

 

11. Subsequent Events

 

The Company has evaluated subsequent events through July 3, 2025, the date the financial statements were available to be issued.

 

Subsequent to March 31,2025, the Company entered into negotiations with an external party regarding a potential sale of the business. As of the date the financial statements were available to be issued, no binding agreement has been executed.

 

8


 

 

 

 

 

Financial Statements

 

Pacific Sun Packaging Inc.

 

For the years ended
December 31, 2024, and 2023

 

(Expressed in United States Dollars)

 

 

 

 

 

 

 

9


 

 

Independent Auditor’s Report

 

To Member or Shareholder of Pacific Sun Packaging Inc

 

Opinion

 

We have audited the accompanying financial statements of Pacific Sun Packaging Inc, which comprise the balance sheet as of December 31, 2024 and 2023, and the related statement of earnings and member’s equity and cash flows for the years then ended, and the related notes to the financial statements.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pacific Sun Packaging Inc as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Pacific Sun Packaging Inc and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Responsibilities of Management for the Financial Statements

 

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Pacific Sun Packaging Inc’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

 

12 Greenway Plaza Suite 1100 | Houston, Texas 77046

 

10


 

Auditor’s Responsibilities for the Audit of the Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

 

In performing an audit in accordance with generally accepted auditing standards, we:

 

Exercise professional judgment and maintain professional skepticism throughout the audit.

 

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Pacific Sun Packaging Inc’s internal control. Accordingly, no such opinion is expressed.

 

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

 

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Pacific Sun Packaging Inc’s ability to continue as a going concern for a reasonable period of time.

 

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audits.

 

 

HTL CPAs & Business Advisors LLC (Expressed in United States dollar)

Houston, TX

July 3, 2025

 

11


 

Pacific Sun Packaging Inc.

Balance Sheets

For the years ended December 31, 2024 and 2023

 

 

As of:   December 31,
2024
    December 31,
2023
 
             
ASSETS            
Current Assets            
Cash   $ 29,544     $ 59,934  
Receivables, net (Note 4)     303,837       270,219  
Inventory (Note 6)     124,398       169,330  
Inventory deposits     19,620       29,790  
Total Current Assets   $ 477,399     $ 529,273  
                 
TOTAL ASSETS   $ 477,399     $ 529,273  
LIABILITIES                
Current Liabilities                
Accounts payable and accrued liabilities (Note 5)   $ 949     $ 34,856  
Accounts payable and accrued liabilities – Related party (Note 7)     8,660       34,660  
Loan payable – Related party (Note 7)     59,647       86,329  
Total Current Liabilities   $ 69,256     $ 155,845  
TOTAL LIABILITES   $ 69,256     $ 155,845  
                 
Commitments and Contingencies (Note 9)                
                 
EQUITY                
                 
Share capital (Note 8)   $ 10,000     $ 10,000  
Retained earnings     398,143       363,428  
TOTAL EQUITY   $ 408,143     $ 373,428  
TOTAL LIABILITIES AND EQUITY   $ 477,399     $ 529,273  

 

The accompanying notes are an integral part of these financial statements

 

12


 

Pacific Sun Packaging Inc.

Statements of Operations

For the years ended December 31, 2024 and 2023

(Expressed in United States dollar, except for the number of shares)

 

 

    December 31,
2024
    December 31,
2023
 
Sales (Note 10)   $ 952,304       1,199,114  
Cost of goods sold     603,728       741,055  
Gross profit   $ 348,576       458,059  
                 
Operating expenses Office and administrative   $ 67,654       172,653  
Professional fees     8,157       10,304  
Salaries and wages (Note 7)     238,050       267,590  
Total operating expenses   $ 313,861       450,547  
                 
Net income     34,715       7,512  
                 
Basic and diluted earnings per share:   $ 347.15       75.12  
                 
Weighted average shares outstanding     100       100  

 

The accompanying notes are an integral part of these financial statements

 

13


 

Pacific Sun Packaging Inc.

Statements of Changes in Equity

For the years ended December 31, 2024 and 2023

(Expressed in United States dollars, except for the number of shares)

 

 

    Common Stock              
    Number of
shares
#
    Amount
$
    Retained
earnings
$
    Total
$
 
                         
Balance, January 1, 2022     100       10,000       355,916       365,916  
Net income for the year     -       -       7,512       7,512  
Balance, December 31, 2023     100       10,000       363,428       373,428  
                                 
Balance, January 1, 2024     100       10,000       363,428       373,428  
Net income for the year     -       -       34,715       34,715  
Balance, December 31, 2024     100       10,000       398,143       408,143  

 

The accompanying notes are an integral part of these financial statements

 

14


 

Pacific Sun Packaging Inc.

Statements of Cash Flows

For the years ended December 31, 2024 and 2023

(Expressed in United States dollars)

 

 

    December 31,
2024
    December 31,
2023
 
Operating activities            
             
Net income   $ 34,715     $ 7,512  
Adjustments to reconcile net income to net cash used in operating activities:                
Non-cash items     -       -  
                 
Changes in operating assets and liabilities:                
Receivables, net     (33,618 )     (159,737 )
Inventory     44,932       (5,850 )
Accounts payable and accrued liabilities     (33,907 )     (34,454 )
Accounts payable and accrued liabilities – Related party     (26,000 )     27,551  
Inventory deposits     10,170       56,808  
Cash flows used in operating activities   $ (3,708 )   $ (108,170 )
                 
Financing activities                
(Repayment of) proceeds from related party loan   $ (26,682 )   $ 86,329  
Cash flows (used in) provided by financing activities   $ (26,682 )   $ 86,329  
Change in cash     (30,390 )     (21,841 )
Cash, beginning of the year     59,934       81,775  
Cash, ending of the year   $ 29,544     $ 59,934  
                 
Supplemental cash flow information:                
Cash paid for interest     -       -  
Cash paid for taxes     -       -  

 

The accompanying notes are an integral part of these financial statements

 

15


 

Pacific Sun Packaging Inc.

Notes to the Financial Statements

For the years ended December 31, 2024 and 2023

(Expressed in United States dollars)

 

 

1. Organization and nature of operations

 

Pacific Sun Packaging Inc. (the “Company”) was incorporated in the State of California on February 22, 2011. The Company operates in the packaging and distribution industry, specializing in providing custom IT packaging solutions and wholesale packaging materials to both domestic and international clients. Its principal business activities include the design, sourcing, and distribution of corrugated boxes, shipping materials, protective packaging, and other related supplies for businesses across multiple sectors, including technology, consumer goods, and logistics.

 

The Company has established itself as a niche-market provider with limited direct competition in its segment and has a reputation for responsive customer service and flexible, customized packaging solutions. The Company operates from San Clemente, California, and conducts business primarily within the United States, although it services select international clients. It maintains a lean operational structure with the owner actively involved on a part-time basis, and a small team responsible for sales, procurement, and fulfillment.

 

The Company is privately held and, as of December 31, 2024, is wholly owned by a single shareholder. There are no subsidiaries or affiliated entities.

 

2. Going concern

 

Management has evaluated the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements and has concluded that there are no conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern.

 

3. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are stated in U.S. dollars. The Company uses the accrual basis of accounting, under which revenues are recognized when earned and expenses are recognized when incurred. These financial statements reflect the operations of Pacific Sun Packaging Inc. on a standalone basis.

 

The Company has elected to be treated as an S Corporation for U.S. federal income tax purposes. As such, corporate income is generally passed through to the shareholder and not subject to federal corporate income tax. Accordingly, no provision for income taxes is included in these financial statements.

 

This summary of significant accounting policies of the Company is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the collectability of receivables, valuation of inventory, and accrued liabilities. Actual results could differ materially from those estimates.

 

16


 

Pacific Sun Packaging Inc.

Notes to the Financial Statements

For the years ended December 31, 2024 and 2023

(Expressed in United States dollars)

 

 

Risks and Uncertainties

 

The Company is subject to risks common to businesses in the packaging industry, including customer concentration, supply chain disruptions, and inflationary cost pressures. In addition, the Company is in negotiations for a potential sale, which may result in future changes to its operations or management. Management has evaluated these matters and determined there is no substantial doubt about the Company’s ability to continue as a going concern.

 

Concentration of Credit Risk

 

Cash and receivables are potentially subject to credit risk. The Company places its cash in what it believes to be credit-worthy financial institutions. Receivables relate to amounts owed by customers, and the Company evaluates the creditworthiness of customers on an ongoing basis and maintains an allowance for doubtful accounts when appropriate. As of December 31, 2024, the Company believes all receivables are collectible and has not recorded an allowance for doubtful accounts.

 

Cash

 

Cash consists of bank balances held at financial institutions.

 

Receivables

 

All receivables under standard terms are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days, the customer is contacted to arrange payment. The Company uses the allowance for credit losses method to account for uncollectable receivables. As of December 31, 2024 and 2023, there was no allowance for credit losses related to receivables recorded.

 

Inventory

 

Inventory entirely consists of finished goods acquired for sale. Inventory is stated at the lower of cost or net realizable value. Cost is determined using the weighted average method. Net realizable value is determined on the basis of anticipated sales proceeds less the estimated selling expenses. To assess the need for an allowance due to obsolescence or a decline in net realizable value, management evaluates inventory aging in conjunction with expected future sales and compares the cost of inventory to its net realizable value. If the carrying amount exceeds net realizable value, an allowance is recorded to write down the inventory to its estimated net realizable value.

 

Inventory deposits

 

Inventory deposits relate to deposits made to vendors for inventory purchases. The Company may place deposits with key suppliers to secure future inventory production. These deposits are subject to credit risk if the supplier fails to deliver the goods or becomes insolvent. The Company monitors supplier financial condition and performance and does not consider these deposits to be impaired as of the reporting date.

 

Revenue Recognition

 

Revenue is recognized when control of the promised goods is transferred to the customer, which typically occurs upon shipment or delivery. Revenue is measured at the transaction price agreed with the customer, net of estimated returns, allowances, and discounts. The Company does not have significant post-delivery obligations or variable consideration arrangements.

 

17


 

Pacific Sun Packaging Inc.

Notes to the Financial Statements

For the years ended December 31, 2024 and 2023

(Expressed in United States dollars)

 

 

Income tax

 

Pacific Sun Packaging Inc. has elected to be taxed as an S-Corporation under the Internal Revenue Code. Accordingly, the Company is generally not subject to federal and most state corporate income taxes. Instead, the Company’s taxable income or loss is passed through to the shareholder and reported on the shareholder’s individual income tax return.

 

The Company may, however, be subject to certain state and local taxes and has assessed no material liability for such taxes for the year ended December 31, 2024.

 

The Company has evaluated its tax positions in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes, and has determined that there are no material uncertain tax positions that require disclosure as of December 31, 2024.

 

Financial Instruments and Fair Value Measurement

 

ASC 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosuresDRAFT of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

 

Level 1

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

 

Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company’s financial instruments consist of cash, receivables, accounts payable and accrued liabilities, and loan payable to related party. Except for cash, the Company’s financial instruments’ carrying amounts approximate their fair values due to their short term to maturity. Cash is measured and recognized at fair value based on level 1 inputs for all periods presented.

 

18


 

Pacific Sun Packaging Inc.

Notes to the Financial Statements

For the years ended December 31, 2024 and 2023

(Expressed in United States dollars)

 

 

Leases

 

The Company accounts for leases in accordance with ASC 842, “Leases”. We determine if an arrangement meets the definition of a lease at inception of the contract. Leases are classified as either operating or finance leases. The Company’s lease has been assessed as a short-term operating lease and as a result no right-of-use (“ROU”) asset or operating lease liability is recorded. The Company recorded short term lease expense of $36,000 and $120,000, respectively, during the years ended December 31, 2024 and 2023. The expense is included in office and administrative expenses and is disclosed as a related party transaction (Note 7).

 

Earnings per Share

 

The Company computes earnings per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statements of operations. Basic EPS is computed by dividing net income available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential shares of commoDRnAFT stock outstanding during the period using the treasury stock method. The Company did not have any dilutive potential shares of common stock outstanding during the years ended December 31, 2024 and 2023.

 

Reportable Segments and Geographic Areas

 

The Company’s operations consists of one reportable segment. The sole director has been identified as the Chief Operating Decision Maker (CODM). The Company’s activities are interrelated, and each activity is dependent upon and supportive of the other. The CODM manages business activities using information for the Company as a whole. Accordingly, all significant operating decisions are based on analysis of financial products provided as a single business. As a result, no disaggregated segment information is presented.

 

All of the Company’s operations are conducted from and its assets are located in the United States. As a result, no disaggregated geographic area information is presented.

 

Recently Adopted Accounting Standards

 

During the year ended December 31, 2024, the Company adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard requires the use of an expected credit loss model rather than the incurred loss model for financial assets measured at amortized cost. The adoption of ASU 2016-13 did not have a material impact on the Company’s financial statements, as historical write-offs have been minimal and the Company determined that expected credit losses were immaterial as of the reporting date.

 

Recently Issued Accounting Standards

 

The Company assesses the adoption impacts of recently issued, but not yet effective, accounting standards by the Financial Accounting Standards Board on the Company’s financial statements.

 

There are no recently issued accounting standards which may have an effect on the Company’s financial statements.

 

4. Receivables

 

As of December 31, 2024 and December 31, 2023, receivables consisted of trade receivables of $303,837 and $270, 219, respectively. As of December 31, 2024 and 2023, the Company recognized credit losses of $nil

 

19


 

Pacific Sun Packaging Inc.

Notes to the Financial Statements

For the years ended December 31, 2024 and 2023

(Expressed in United States dollars)

 

 

5. Accounts Payable and Accrued Liabilities

 

As of December 31, 2024 and 2023, accounts payable and accrued liabilities consisted of the following:

 

    December 31,
2024
    December 31,
2023
 
             
Accounts payable   $ -     $ 548  
Accrued liabilities     949       34,308  
    $ 949     $ 34,856  

 

6. Inventory

 

As of December 31, 2024 and 2023, inventory consisted of the following:

 

    December 31,     December 31,  
    2024     2023  
Finished goods   $ 124,398     $ 169,330  
    $ 124,398     $ 169,330  

 

Cost of inventory recognized as expense in cost of sales for the years ended December 31, 2024 and 2023, totaled $603,728 and $741,055, respectively. As at December 31, 2024 and 2023, the Company recorded an allowance for inventory of $nil

 

7. Related Party Transactions

 

Related parties consist of the following individuals:

 

Steve Johnson, Sole Shareholder, President, and Chief Executive Officer

 

Michael T Kerzie, Brother of Steven Johnson and Sales Representative

 

Key management personnel include individuals who have authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist solely of the sole shareholder and President, Mr. Steven Johnson.

 

During the year ended December 31, 2024 and 2023, the Company had the following transactions with related parties:

 

The Company had an outstanding loan payable to Steve Johnson, Sole Shareholder, in the amount of $59,647 as of December 31, 2024 (December 31, 2023 – $86,329). The Company repaid $26,682 on the loan during the year. The loan is non-interest bearing, unsecured, and repayable on demand.

 

During the year ended December 31, 2024, the Company incurred rent expense of $36,000 (2023 – $120,000) for leasing a building owned by Steve Johnson. As the Sole Shareholder of the Company and the owner of the leased building, Steve Johnson used his discretion to allocate a reasonable amount of rent to the Company.

 

During the year ended December 31, 2024, office and administrative expenses include $nil (December 31, 2023 - $32,405) for repairs and maintenance of the leased building owned by Steve Johnson.

 

The Company employed Michael T Kerzie, the brother of Steven Johnson, as a commissioned sales representative. Michael T Kerzie earned commissions in connection with customer orders during the normal course of business. All compensation paid was based on standard commission rates consistent with those paid to third-party representatives. During the year ended December 31, 2024, the Company incurred commission expenses totaling $166,351 (December 31, 2023-$251,516) payable to Michael T. Kerzie in the normal course of business. As at December 31, 2024, the amount accrued and payable to Michael T. Kerzie was $8,660 (December 31, 2023-$34,660).

 

There were no other transactions with related parties requiring disclosure under ASC 850 for the years ended December 31, 2024 and 2023.

 

20


 

Pacific Sun Packaging Inc.

Notes to the Financial Statements

For the years ended December 31, 2024 and 2023

(Expressed in United States dollars)

 

 

8. Share Capital

 

The Company is authorized to issue 5,000 shares of common stock with a par value of $100 per share. As of December 31, 2024, 100 common shares were issued and outstanding with a stated capital of $10,000, unchanged from December 31, 2023. The Company has not issued any additional classes of shares, and there are no outstanding options, warrants, or convertible securities

 

9. Commitments and Contingencies

 

There were no commitments or contingencies as of December 31, 2024 and 2023 or during the years then ended.

 

10. Concentration

 

Customers

 

For the year ended December 31, 2024, the Company recorded 67% of its revenue from its 3 largest customers. The Company’s largest customer, representing $284,155 of revenue, relates to sales to a wholesaler during the period.

 

During the year ended December 31, 2023, the Company recorded 65% of its revenue from its 3 largest customers. The Company’s largest customer, representing $380,200 of revenue, relates to sales to a wholesaler during the period.

 

As of December 31, 2024, the Company had $117,834 receivables due from these customers.

 

Suppliers

 

During the year end December 31, 2024, and 2023, the Company had the same one key supplier that represented approximately 93% and approximately 86%, respectively, of the cost incurred in the purchase of inventory.

 

The Company continually evaluates the performance of its suppliers and the availability of alternatives to substitute for or supplement its inventory production supply chain and potentially considers the domestic manufacturers.

 

11. Subsequent Events

 

The Company has evaluated subsequent events through July 3, 2025, the date the financial statements were available to be issued.

 

Subsequent to December 31, 2024, the Company entered into negotiations with an external party regarding a potential sale of the business. As of the date the financial statements were available to be issued, no binding agreement has been executed.

 

 

21

 

EX-99.3 4 ea024873901ex99-3_pmgc.htm UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET OF PMGC HOLDINGS INC. AS OF MARCH 31, 2025, UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS OF PMGC HOLDINGS INC

Exhibit 99.3

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

On July 7, 2025, PMGC Holdings Inc., a Nevada corporation (the “Buyer” or the “Company”), completed the acquisition of 100% of the issued and outstanding shares (the “Shares”) of Pacific Sun Packaging Inc., a California corporation (the “Target”), pursuant to an Acquisition Agreement dated as of July 7, 2025 (the “Acquisition Agreement”), by and between the Buyer and the Target. The Buyer’s proposed acquisition of Target is referred to as the “Transaction” and the Buyer and the Target are referred to collectively as the “Parties.”

 

Upon the closing of the Acquisition (the “Closing”), the purchase consideration for the Acquisition consisted of (i) $1,148,000 in cash, which is adjusted based on a target working capital as of Closing of $260,000, paid by the Buyer to the stockholder of Target at the Closing; and (ii) a contingent earnout payment of up to $250,000, payable to the stockholder of the Target if the business achieves $1,145,915 in revenue during the Target’s 2025 fiscal year without incurring debt to fund operations. Following the Closing, the Buyer intends to continue the operation of the Target from the Target’s existing leased warehouse under a newly negotiated five-year lease agreement.

 

The foregoing description of the Acquisition Agreement and the Acquisition does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on July 10, 2025 ( (the “Original Form 8-K”) and is incorporated herein by reference.

 

The following unaudited pro forma combined financial information has been prepared to illustrate the effect of the Acquisition. These unaudited pro forma combined financial statements have been derived by the application of pro forma adjustments to the historical audited and unaudited consolidated financial statements and other financial information of the Company and the Target. The historical financial information has been adjusted in the unaudited pro forma combined financial statements to give effect to pro forma adjustments that are (1) directly attributable to the Acquisition, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results of the Company.

 

The unaudited pro forma condensed combined balance sheet is based on the individual historical consolidated balance sheets of the Buyer and the Target as of March 31, 2025 and has been prepared to reflect the Acquisition as if it occurred as of such date. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024, the year ended December 31, 2023 and the three months ended March 31, 2025 combine the historical results of operations of the Buyer and the Target, giving effect to the Acquisition as if it occurred on January 1, 2023.

 

The unaudited pro forma combined financial statements are presented for illustrative purposes only and are based on the estimates and assumptions set forth in the accompanying notes. They do not purport to indicate the results that would actually have been obtained had the Acquisition been completed on the assumed date or for the periods presented or which may be realized in the future.

 

The pro forma financial statements should be read in conjunction with:

 

the accompanying notes to the pro forma financial statements;
     
the historical unaudited condensed consolidated financial statements of the Buyer as of and for the three ended March 31, 2025, and the related notes, which are included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2025 (the “Form 10-Q”);
     
the historical audited consolidated financial statements of the Buyer as of and for the year ended December 31, 2024, and the related notes, which are included in the Buyer’s Annual Report on Form 10-K filed with the SEC on March 28, 2025 (the “Form 10-K”);
     
the historical audited consolidated financial statements of the Buyer as of and for the year ended December 31, 2023, and the related notes, which are included in the Buyer’s Annual Report on Form 10-K filed with the SEC on March 29, 2024 (the “Form 10-K”);
     
the historical unaudited financial statements of the Target as of and for the three months ended March 31, 2025, and the related notes, included as Exhibit 99.2 to this Current Report; and
     
the historical audited financial statements of the Target as of and for the year ended December 31, 2024 and 2023, and the related notes, included as Exhibit 99.2 to this Current Report; and
     
the Acquisition Agreement filed as Exhibit 2.1  to the Original Form 8-K.

 


 


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 31, 2025

 

    Buyer
Historical
    Target
Historical
    Acquisition
Pro Forma
Adjustments
        Pro Forma
Combined
 
ASSETS                            
Current assets:                            
Cash   $ 5,364,434     $ 87,192     $ (1,236,646 )   1   $ 4,214,980  
Receivables, net     -       103,901       -           103,901  
Prepaid expenses and deposits     842,199       -       -           842,199  
Other receivables     52,140       -       -           52,140  
Investment in securities- current     557,375       -       -           557,375  
Inventory     -       136,108       81,317     2     217,425  
Inventory deposits     -       23,468       -           23,468  
Loan receivable- shareholder     -       53,498       (53,498 )   3     -  
Total current assets     6,816,148       404,167       (1,208,827 )         6,011,488  
Intangibles, net     2,072,632       -       1,014,444     2     3,087,076  
Total assets   $ 8,888,780     $ 404,167     $ (194,383 )       $ 9,098,564  
                                     
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY                                    
Current liabilities:                                    
Accounts payable and accrued liabilities   $ 384,418     $ 144     $ 1,879         $ 386,441  
Accounts payable and accrued liabilities – Related party     -       1,879       (1,879 )         -  
Due to related parties     375,850       -       -           375,850  
Contingent Earn-out Liability     -       -       207,761     4     207,761  
Total current liabilities     760,268       2,023       207,761           970,052  
Total liabilities     760,268       2,023       207,761           970,052  
                                     
Shareholders’ (deficit) equity:                                    
Share capital     -       10,000       (10,000 )   5     -  
Series B preferred stock     637       -       -           637  
Common stock     71       -       -           71  
Retained earnings     -       392,144       (392,144 )   5     -  
Additional paid-in capital     23,006,702       -       -           23,006,702  
Accumulated other comprehensive income     (816 )     -       -           (816 )
Accumulated deficit     (14,878,082 )     -       -           (14,878,082 )
Total stockholders’ (deficit) equity     8,128,512       402,144       (402,144 )         8,128,512  
Total liabilities and stockholders’ (deficit) equity   $ 8,888,780     $ 404,167     $ (194,383 )       $ 9,098,564  

 

The accompanying notes are an integral part of these financial statements

 

2


 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

 

    Buyer
Historical
    Target
Historical
    Acquisition
Pro Forma
Adjustments
        Pro Forma
Combined
 
Sales   $ -     $ 108,850     $ -         $ 108,850  
Cost of Goods Sold     -       81,119       -           81,119  
Gross Profit     -       27,731       -           27,731  
Operating expenses:                                    
Depreciation and amortization of intangible assets     1,085       -       -           1,085  
Marketing and promotion     35,594       -       -           35,594  
Consulting fees     547,557       -       -           547,557  
Office and administrative     209,031       10,240       66,657     a     285,928  
Professional fees     266,468       2,643       -           269,111  
Investor relations     69,950       -       -           69,950  
Research and development     32,433       -       -           32,433  
Foreign exchange (gain) loss     386       -       -           386  
Travel and entertainment     39,220       -       -           39,220  
Salaries and wages     -       20,847       (20,847 )   a     -  
Total operating expenses     1,201,724       33,730       45,810           1,281,264  
Loss from operations     (1,201,724 )     (5,999 )     (45,810 )         (1,253,533 )
Other income (expense):                                    
Gain on the termination of the intangible asset     129,613       -       -           129,613  
Interest income     28,856       -       -           28,856  
Interest expense     (10,474 )     -       -           (10,474 )
Realized loss on investments     (466,678 )     -       -           (466,678 )
Unrealized loss on investments     (60,404 )     -       -           (60,404 )
Total other income (expense)     (379,087 )     -       -           (379,087 )
Loss from continuing operations     (1,580,811 )     (5,999 )     (45,810 )         (1,632,620 )
Loss from discontinued operations     (27,644 )     -       -           (27,644 )
Net loss     (1,608,455 )     (5,999 )     (45,810 )         (1,660,264 )
Other comprehensive income (loss)                                    
Currency translation adjustment     (479 )     -       -           (479 )
Total comprehensive loss   $ (1,608,934 )   $ (5,999 )   $ (45,810 )       $ (1,660,743 )
Net loss per share - basic and diluted:                                    
Continuing operations   $ (2.902 )           $ (2.997 )            
Discontinued operations     (0.051 )             (0.051 )            
Weighted average of common shares outstanding - basic and diluted     544,715               544,715              

 

The accompanying notes are an integral part of these financial statements

 

3


 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

 

    Buyer
Historical
    Target
Historical
    Acquisition
Pro Forma
Adjustments
        Pro Forma
Combined
 
Sales   $ -     $ 952,304     $ -         $ 952,304  
Cost of Goods Sold     -       603,728       -           603,728  
Gross Profit     -       348,576       -           348,576  
Operating expenses:                                    
Depreciation and amortization of intangible assets     546       -       -           546  
Marketing and promotion     292,522       -       -           292,522  
Consulting fees     1,367,273       -       -           1,367,273  
Office and administrative     1,092,576       67,654       259,868     a     1,420,098  
Professional fees     563,242       8,157       -           571,399  
Investor relations     208,326       -       -           208,326  
Research and development     104,654       -       -           104,654  
Foreign exchange (gain) loss     5,846       -       -           5,846  
Travel and entertainment     28,581       -       -           28,581  
Salaries and wages     -       238,050       (238,050 )   a     -  
Total operating expenses     3,663,566       313,861       21,818           3,999,245  
Income (loss) from operations     (3,663,566 )     34,715       (21,818 )         (3,650,669 )
Other income (expense):                                    
Change in fair value of derivative liabilities     369,158       -       -           369,158  
Interest income     12,891       -       -           12,891  
Interest expense     (735,197 )     -       -           (735,197 )
Realized loss on investments     -       -       -           -  
Unrealized loss on investments     -       -       -           -  
Total other income (expense)     (353,148 )     -       -           (353,148 )
Income (loss) from continuing operations     (4,016,714 )     34,715       (21,818 )         (4,003,817 )
Loss from discontinued operations     (2,229,023 )     -       -           (2,229,023 )
Net income (loss)     (6,245,737 )     34,715       (21,818 )         (6,232,840 )
Other comprehensive income (loss)                                    
Currency translation adjustment     (539 )     -       -           (539 )
Total comprehensive income (loss)   $ (6,246,276 )   $ 34,715     $ (21,818 )       $ (6,233,379 )
Net income (loss) per share - basic and diluted:                                    
Continuing operations   $ (50.473 )                       $ (50.311 )
Discontinued operations     (28.009 )                         (28.009 )
Weighted average of common shares outstanding - basic and diluted     79,582                           79,582  

 

The accompanying notes are an integral part of these financial statements

 

4


 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2023

 

    Buyer
Historical
    Target
Historical
    Acquisition
Pro Forma
Adjustments
        Pro Forma
Combined
 
Sales   $ -     $ 1,199,114     $ -         $ 1,199,114  
Cost of Goods Sold     -       741,055       -           741,055  
Gross Profit     -       458,059       -           458,059  
Operating expenses:                                    
Depreciation and amortization of intangible assets     554       -       -           554  
Marketing and promotion     256,450       -       -           256,450  
Consulting fees     279,767       -       -           279,767  
Office and administrative     347,653       172,653       95,242     a     615,548  
Professional fees     132,600       10,304       -           142,904  
Investor relations     91,009       -       -           91,009  
Research and development     7,410       -       -           7,410  
Foreign exchange (gain) loss     6,130       -       -           6,130  
Travel and entertainment     19,385       -       -           19,385  
Salaries and wages     -       267,590       (267,590 )   a     -  
Total operating expenses     1,140,958       450,547       (172,348 )         1,419,157  
Income (loss) from operations     (1,140,958 )     7,512       172,348           (961,098 )
Other income (expense):                                    
Listing expense     (450,079 )     -       -           (450,079 )
Change in fair value of derivative liabilities     (71,266 )     -       -           (71,266 )
Interest income     5,564       -       -           5,564  
Total other income (expense)     (515,781 )     -       -           (515,781 )
Income (loss) from continuing operations     (1,656,739 )     7,512       172,348           (1,476,879 )
Loss from discontinued operations     (2,644,778 )     -       -           (2,644,778 )
Net loss     (4,301,517 )     7,512       172,348           (4,121,657 )
Other comprehensive income (loss)                                    
Currency translation adjustment     91       -       -           91  
Total comprehensive loss   $ (4,301,426 )   $ 7,512     $ 172,348         $ (4,121,566 )
Net loss per share - basic and diluted:                                    
Continuing operations   $ (215.834 )                       $ (192.402 )
Discontinued operations     (344.552 )                         (344.552 )
Weighted average of common shares outstanding - basic and diluted     7,676                           7,676  

 

The accompanying notes are an integral part of these financial statements

 

5


 

NOTES TO UNAUDITED PRO FORMA CONDENSED

COMBINED FINANCIAL STATEMENTS

 

Note 1 - Accounting for the Acquisition

 

The unaudited pro forma combined financial statements give effect to the Acquisition under the acquisition method of accounting in accordance with Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), with the Buyer treated as the acquirer. Under the acquisition method, the total purchase consideration is allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the date of the Closing. The excess of the total purchase consideration over the estimated fair value of the net identifiable assets acquired, if any, is recorded as goodwill. 

 

For purposes of estimating the fair value, where applicable, of the assets acquired and liabilities assumed as reflected in the unaudited pro forma combined financial information, the Company has applied the guidance in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which establishes a framework for measuring fair value. In accordance with ASC 820, fair value is an exit price and is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”

 

As of the date of this Current Report on Form 8-K/A (this “Current Report”), the Company has not finalized the valuation work necessary to arrive at the final fair values of the assets acquired and liabilities assumed. Accordingly, the allocation of purchase price included in these pro forma financial statements is based on preliminary estimates. The purchase price allocation in the accompanying preliminary unaudited pro forma financial statements is subject to further adjustments as additional information becomes available and as additional analyses are performed. There can be no assurance that the finalization of the valuation work will not result in material changes from the preliminary purchase price allocation.

 

As of the Closing Date, the total consideration for the Acquisition included the following:

 

Cash consideration at Closing   $ 1,148,000  
Working capital adjustment     88,646  
Earnout liability     207,761  
Total consideration   $ 1,444,407  

 

The Buyer is obligated to pay contingent consideration of up to $250,000 if the Target achieves specified revenue and debt-free performance milestones during its 2025 fiscal year. This contingent consideration represents part of the purchase consideration and is required to be recognized at fair value as of the acquisition date in accordance with ASC 805. The estimated fair value of the earnout, based on the Target’s 2024 sales performance, has been included in the total consideration transferred and reflected in the preliminary purchase price allocation. Subsequent changes in the fair value of the contingent consideration liability, if any, will be recognized in earnings in the period in which they arise.

 

6


 

The preliminary allocation of the purchase consideration to the estimated fair values of assets acquired and liabilities assumed is as follows:

 

Assets purchased:      
Cash   $ 87,192  
Receivables, net     103,901  
Inventory     217,425  
Inventory deposits     23,468  
Intangibles and goodwill     1,014,444  
Total assets acquired     1,446,430  
Liabilities assumed        
Accounts payable and accrued liabilities     2,023  
Total liabilities assumed     2,023  
Total consideration   $ 1,444,407  

 

Note 2 - Basis of Presentation

 

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of the Buyer upon consummation of the Acquisition and the other events contemplated by the Acquisition Agreement in accordance with accounting principals generally accepted in the United States.

 

The assumptions and estimates underlying the unaudited pro forma adjustments presented in the unaudited pro forma condensed combined financial information are described in the accompanying notes. The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Acquisition occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of the Buyer following the consummation of the Acquisition. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. The Buyer and the Target had no historical relationship prior to the transactions discussed in this Current Report. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

 

7


 

Note 3 - Reclassification Adjustments

 

The unaudited pro forma condensed combined balance sheet and condensed combined statements of operations have been adjusted to reflect certain reclassifications of the Target’s historical financial statements to conform to the Buyer’s financial statement presentation.

 

Note 4 - Pro Forma Adjustments

 

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

 

1. Reflects the cash consideration due at Closing net of adjustment for the estimated target working capital of $260,000.

 

2. Reflects the fair value adjustment to inventory acquired and the allocation of the excess of the fair value of the consideration over the fair value of the assets acquired and liabilities assumed to intangibles and goodwill. The preliminary pro forma purchase price allocation is estimated and is subject to change upon a completed valuation of the acquired assets and assumed liabilities as of the date of the Closing.

 

3. Reflects the settlement of the shareholder loan receivable as part of the target working capital adjustment.

 

4. Reflects the estimated fair value of the $250,000 earn-out consideration to be paid in conjunction with the Acquisition.

 

5. Reflects the elimination of the historical equity balance of the Target.

 

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

 

a. Reflects the reclassification of salaries and wages to office and administrative expenses, and adjustments to salaries and rent expense to reflect new agreements entered into as of the Closing, which will be applicable on a go forward basis.

 

 

8