Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements give effect to the acquisition transactions (the “Acquisitions”) between RC-1, Inc. (“RC-1”) and Media Design Associates, Inc. (“MDA”) and RC-1 and Booyah Technologies LLC (“Booyah”).

The MDA acquisition was consummated pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of May 31, 2021 by and among the RC-1, MDA Acquisition Corporation, a wholly-owned subsidiary of the RC-1 (the “Merger Subsidiary”), MDA and Michael Wohl. Pursuant to the terms of the Merger Agreement, the Merger Subsidiary merged with and into MDA (the “Merger”) and Michael Wohl was issued 10,263,158 shares of our Common Stock and a promissory note in the amount of $625,000. The Booyah acquisition was consummated pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”) dated as of May 31, 2021 by and among the Company, Booyah and Ben Marlow. Pursuant to the terms of the Purchase Agreement, the RC-1 issued 7,244,626 shares of our Common Stock to Ben Marlow in exchange for all of the outstanding membership interests of Booyah.

The unaudited pro forma combined financial statements presented below are prepared by applying the acquisition method of accounting. Pro forma adjustments which give effect to certain transactions occurring as a direct result of the Acquisitions are described in the accompanying unaudited notes presented on the following pages. The accompanying unaudited pro forma combined statement of operations for the three months ended March 31, 2021 and for the year ended December 31, 2020 present the combined results of operations as if the Acquisitions had occurred on January 1, 2020 and assumes the recission option has not been exercised. The unaudited pro forma consolidated balance sheet at March 31, 2021 assuming the Acquisitions occurred on January 1, 2021.

These unaudited pro forma combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had RC-1 and the Acquisitions been a consolidated company during the specified periods.

RC-1 Inc.

Unaudited Condensed Combined Pro Forma Balance Sheet

March 31, 2021

				Media Design Associates, Inc.							Booyah Technologies LLC
	RC-1			Historical		Pro Forma Adjustments			Pro Forma		Historical			Pro Forma Adjustments		Pro Forma		Notes		RC-1 Pro Forma
Current assets
Cash and cash equivalents	$	241,750		$	900,198	$	–		$	900,198	$	14,600		$	–	$	14,600			$	1,156,548
Accounts receivable, net		48,703			43,896		–			43,896		45,548			–		45,548				138,147
Inventory		73,672			–		–			–		–			–		–				73,672
Prepaid expenses and other current assets		–			12,153		–			12,153		–			–		–				12,153
Current assets		364,125			956,247		–			956,247		60,148			–		60,148				1,380,520

Property and equipment, net		29,319			36,630		–			36,630		64,670					64,670				130,619
Goodwill		–			–		439,167			439,167		–			–		–		A		439,167
Trademark		–			–		306,000			306,000		–			82,800		82,800		A		388,800
Customer relationship		–			–		433,900			433,900		–			420,800		420,800		A		854,700
Other assets		3,500			1,299		–			1,299		–			–		–				4,799
Total assets	$	396,944		$	994,176	$	1,179,067		$	2,173,243	$	124,818		$	503,600	$	628,418			$	3,198,605

Current liabilities
Accounts payable and accrued liabilities	$	104,801		$	233,602	$	–		$	233,602	$	75,218		$	–	$	75,218			$	413,621
Deferred compensation		–			–		–			–		–			–		–				–
Customer deposits		41,718			350,214		–			350,214		71,235			–		71,235				463,167
Note payable, related party		95,491			–		–			–		–			–		–				95,491
Note payable		–			–		625,000			625,000		28,750			–		28,750		B		653,750
Current maturities of long-term debt		5,277			6,641		–			6,641		21,076			–		21,076				32,994
Capital lease obligation, current portion		–			4,671		–			4,671		–			–		–				4,671
Total current liabilities		247,287			595,128		625,000			1,220,128		196,279			–		196,279				1,663,694

Long-term debt, net of current portion		17,364			166,769		–			166,769		49,785			–		49,785				233,918
Lease obligation, net of current portion		–			3,870		–			3,870		–			–		–				3,870
Deferred tax liability		–			–		155,376			155,376		–			105,755		105,755		C		261,131
Total liabilities		264,651			765,767		780,376			1,546,143		246,064			105,755		351,819				2,162,613

Shareholder's equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized; Series A 100,000 and 0 issued and outstanding at March 31, 2021		100			–		–			–		–			–		–				100
Common stock, $0.001 par value; 250,000,000 shares authorized; 95,789,474 shares outstanding, 113,297,258 shares pro forma		95,789			1,000		13,525			14,525		–			9,094		9,094		D		119,408
Additional paid in capital		496,076			109,463		503,112			612,575		–			235,297		235,297		D		1,343,948
Accumulated deficit		(459,672	)		117,946		(117,946	)		–		(121,246	)		153,454		32,208		D		(427,464	)
Total shareholders' equity		132,293			228,409		398,691			627,100		(121,246	)		397,844		276,598				1,035,992
Liabilities and shareholders' equity	$	396,944		$	994,176	$	1,179,067		$	2,173,243	$	124,818		$	503,600	$	628,418			$	3,198,605

See the accompanying notes to the unaudited pro forma condensed combined financial statements.

RC-1 Inc.

Unaudited Condensed Proforma Statement of Operations

For the Three Months Ended March 31, 2021

				Media Design Associates, Inc.									Booyah Technologies LLC
	RC-1			Historical			Pro Forma Adjustments			Pro Forma			Historical			Pro Forma Adjustments			Pro Forma			Note		RC-1 Pro Forma

Net sales	$	61,854		$	792,593		$	–		$	792,593		$	144,380		$	–		$	144,380				$	998,827

Cost of sales		33,306			364,601			–			364,601			82,897			–			82,897					480,804
Gross margin		28,548			427,992			–			427,992			61,483			–			61,483					518,023

Operating expenses:
Selling expenses		–			12,955			–			12,955			5,763			–			5,763					18,718
Payroll and related expenses		128,706			102,304			–			102,304			78,042			–			78,042					309,052
Depreciation and amortization		1,795			1,881			3,616			5,497			6,761			3,507			10,268			F		17,560
General and administrative		188,145			37,442			–			37,442			17,523			–			17,523					243,110
Total operating expenses		318,646			154,582			3,616			158,198			108,089			3,507			111,596					588,440

Income (loss) from operations		(290,098	)		273,410			(3,616	)		269,794			(46,606	)		(3,507	)		(50,113	)				(70,417	)

Other income (expense):
Other income		–			103,196			–			103,196			–			–			–					103,196
Interest expense		(554	)		(1,562	)		–			(1,562	)		(81	)		–			(81	)				(2,197	)
Total other income (expense)		(554	)		101,634			–			101,634			(81	)		–			(81	)				100,999

Net income (loss)	$	(290,652	)	$	375,044		$	(3,616	)	$	371,428		$	(46,687	)	$	(3,507	)	$	(50,194	)			$	30,583

Basic and diluted net income (loss) per share	$	(0.00	)																					$	0.00

Weighted average shares outstanding		90,536,550																							117,881,188

See the accompanying notes to the unaudited pro forma condensed combined financial statements.

RC-1 Inc.

Unaudited Condensed Proforma Statement of Operations

For the Year Ended December 31, 2020

				Media Design Associates, Inc.									Booyah Technologies LLC
	RC-1			Historical			Pro Forma Adjustments			Pro Forma			Historical			Pro Forma Adjustments			Pro Forma			Note		RC-1 Pro Forma

Net sales	$	130,635		$	1,353,366		$	–		$	1,353,366		$	1,101,409		$	–		$	1,101,409				$	2,585,410

Cost of sales		138,662			877,568			–			877,568			760,325			–			760,325					1,776,555
Gross margin		(8,027	)		475,798			–			475,798			341,084			–			341,084					808,855

Operating expenses:
Selling expenses		–			64,468			–			64,468			26,898			–			26,898					91,366
Payroll and related expenses		–			489,636			–			489,636			185,520			–			185,520					675,156
Depreciation and amortization		–			16,339			14,463			30,802			19,439			14,027			33,466			F		64,268
General and administrative		–			73,767			–			73,767			124,509			–			124,509					198,276
Total operating expenses		–			644,210			14,463			658,673			356,366			14,027			370,393					1,029,066

Income (loss) from operations		(8,027	)		(168,412	)		(14,463	)		(182,875	)		(15,282	)		(14,027	)		(29,309	)				(220,211	)

Other income (expense):
Other income		–			41,935			–			41,935			–			32,208			32,208			G		74,143
Interest expense		(7,274	)		(8,285	)		–			(8,285	)		(6,920	)		–			(6,920	)				(22,479	)
Total other income (expense)		(7,274	)		33,650			–			33,650			(6,920	)		32,208			25,288					51,664

Net income (loss)	$	(15,301	)	$	(134,762	)	$	(14,463	)	$	(149,225	)	$	(22,202	)	$	18,181		$	(4,021	)			$	(168,547	)

Basic and diluted net income (loss) per share	$	(0.00	)																					$	(0.00	)

Weighted average shares outstanding		13,921,581																							66,787,481

See the accompanying notes to the unaudited pro forma condensed combined financial statements.

Notes to the Unaudited Pro-Forma Condensed Combined

Financial Statements

Proforma adjustments:

The following pro forma adjustments are incorporated into the pro forma condensed combined balance sheet as of March 31, 2021 and the pro forma condensed combined statement of operations for the three months ended March 31, 2021 and the year ended December 31, 2020.

To recognize the identified intangible assets and goodwill at fair value as a result of the acquisitions of MDA and Booyah.

To recognize the fair value of the note payable to the seller of MDA.

To recognize deferred tax liabilities related to the identified intangibles of MDA and Booyah.

To eliminate the pre-existing equity of MDA and Booyah and recognize equity issued by RC-1 related to the acquisitions consisting of 10,263,158 and 7,244,626 shares issued to the sellers of MDA and Booyah, respectively and reflect the impact of the bargain purchase gain on the acquisition of Booyah.

To account for the amortization of the identified intangible acquired in the acquisition of MDA and Booyah.

To account for the amortization of the identified intangible acquired in the acquisition of MDA and Booyah for the respective period.

To recognize the bargain purchase gain on the acquisition of Booyah based on consideration of $244, 390 allocated to net assets of $276,598.

RC-1, Inc. 8-K