Subsequent Events (Tables)

6 Months Ended

Mar. 31, 2018

Schedule of Pro-Forma Consolidated Financials Statements

Below are the pro-forma consolidated financials as of March 31, 2018 as if the acquisition closed as of March 31, 2008:

	Monster Consolidated			Atlantic Acquisition Inc.			Adjustments			Pro-Forma Consolidated			Notes
Assets
Current assets
Cash and cash equivalents	$	6,546,443		$	20,000					$	6,566,443
Restricted cash		501,346									501,346
Accounts receivable, net		29,642,471									29,642,471
Accounts receivable assigned		2,829,539									2,829,539
Inventories, net		10,338,432									10,338,432
Prepaid expenses and other current assets		17,302,869									17,302,869
Total current assets		67,161,100			20,000						67,181,100
Property and equipment, net		1,549,839									1,549,839
Trademarks, net		4,357,466									4,357,466
Related party receivable		1,943,594									1,943,594
Total assets	$	75,011,999		$	20,000		$	-		$	75,031,999
Liabilities and Shareholders’/Members’ Deficit
Current liabilities
Accounts payable	$	12,319,991		$	2,000					$	12,321,991
Accrued liabilities		66,661,222						(3,589,084	)		63,072,138		⁽³⁾
Notes payable to shareholders		70,710,409			52,332			(41,328,409	)		29,434,332		⁽³⁾
Factoring payable		463,628									463,628
Total current liabilities		150,155,250			54,332			(44,917,493	)		105,292,089
Notes payable to shareholders, non-current		47,358,767						(46,969,753	)		389,014
Other liabilities		2,399,128						(686,578	)		1,712,550
Total liabilities		199,913,145			54,332			(92,573,824	)		107,393,653
Commitments and Contingencies (Note 8)
Shareholders’/members’ equity (deficit)
Common stock; no par value		30,470						(30,470	)		-		⁽¹⁾⁽²⁾
Common stock; $0.0001 par value					2,100			(2,100	)		-		⁽¹⁾⁽²⁾
Common stock; $0.001 par value								317,150			317,150		⁽¹⁾⁽²⁾
Preferred stock; $0.001 par value								10,008			10,008		⁽³⁾
Additional paid-in capital		73,609,441			19,900			96,400,610			170,029,951		⁽¹⁾⁽²⁾
Members’ equity		4,121,374						(4,121,374	)		-		⁽¹⁾⁽²⁾
Accumulated deficit		(193,326,642	)		(56,332	)					(193,382,974	)
Accumulated other comprehensive loss		(9,335,789	)								(9,335,789	)
Total shareholders’/members’ deficit		(124,901,146	)		(34,332	)		92,573,824			(32,361,654	)
Total liabilities and shareholders’/members’ deficit	$	75,011,999		$	20,000		$	-		$	75,031,999

1)	On February 13, 2017, a Share Exchange Agreement was executed between Atlantic Acquisition, Inc. and Monster Inc. and Monster, LLC under which upon closing of the share exchange transaction, Atlantic Acquisition, Inc. (“AA”) acquired all the equity interest in Monster, Inc. and Monster, LLC and issued 300,000,000 shares of AA’s common stock to the shareholders and members, as applicable, of Monster, Inc. and Monster, LLC.
2)	Effective on April 12, 2018 (the “Closing Date”), pursuant to the Share Exchange Agreement, Monster, Inc. and Monster, LLC became two wholly-owned subsidiaries of AA. The acquisition of Monster, Inc. and Monster, LLC is treated as a reverse acquisition, and the business of Monster, Inc. and Monster, LLC became the business of AA.
3)	On April 12, 2018, the two noteholders under common control of the majority shareholder of Monster, Inc. and Monster, LLC, converted approximately $92,573,824 of the notes owed by Monster, LLC to 10,007,981 shares of Series A Convertible Preferred Stock of AA.

Pro-Forma Consolidated Statement of Comprehensive Loss

Three Months Ended March 31, 2018

	Monster Consolidated			Atlantic Acquisition Inc.		Adjustments		Pro-Forma Consolidated
Net sales	$	7,775,992						$	7,775,992
Cost of sales		5,310,477							5,310,477
Gross profit		2,465,515			-		-		2,465,515
Selling, general and administrative expenses		20,871,688							20,871,688
Loss from operations		(18,406,173	)		-		-		(18,406,173	)
Other income (expenses)
Interest expense		(1,372,397	)						(1,372,397	)
Gain from foreign currency transactions		124,670							124,670
Other, net		30,447							30,447
Loss before income taxes		(19,623,453	)		-		-		(19,623,453	)
Provision for income taxes		15,551							15,551
Net loss		(19,639,004	)		-		-		(19,639,004	)
Other comprehensive loss, net of tax
Foreign currency translation and adjustments		(51,413	)						(51,413	)
Comprehensive loss	$	(19,690,417	)	$	-	$	-	$	(19,690,417	)

MONSTER PRODUCTS, INC. 10-Q