8-K/A - CNFN - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No.1)

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 5, 2023 (July 1, 2023)

CFN ENTERPRISES INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-52635	90-1559541
(Commission File Number)	(IRS Employer Identification No.)
600 E. 8th Street<br><br><br>Whitefish, Montana	59937
(Address of Principal Executive Offices)	(Zip Code)

833-420-2636

(Registrant’s Telephone Number, Including Area Code)

(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(c) under the Exchange Act (17 CFR 240.13e-4(c))
---	---

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in 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

As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on July 5, 2023, on July 1 2023, CFN Enterprises Inc. (the “Company”), and its wholly owned subsidiary, RANCO, LLC, a Delaware limited liability company (“Ranco”), entered into an asset purchase agreement with RAN CoPacking Solutions LLC, a California limited liability company (the “Seller”) and the members of the Seller. The assets of the Seller acquired by Ranco consisted of assets for co-packing and white label manufacturing services, including comprehensive solutions for third party logistics (3PL) related areas such as storage, order fulfillment, solutions for custom packaging and hardware needs for many different industries, and media and design services, along with strategic marketing support, to help clients establish and enhance their brand presence in the market (the “Purchased Assets”). The acquisition of the Purchased Assets closed on July 1, 2023. The purpose of this Current Report on Form 8-K/A is to file the required financial information related to the Purchased Assets.

Item 9.01. Financial statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1	Audited Financial Statements relating to the Purchased Assets of RAN CoPacking Solutions LLC<br>as of December 31, 2022, and for the period from July 1, 2022 to December 31, 2022.
99.2	Unaudited Financial Statements relating to the Purchased Assets of RAN CoPacking Solutions LLC<br>as of June 30, 2023 and for the six months ended June 30, 2023.
99.3	Unaudited Pro Forma Combinedcfn_ex99z3.htmFinancial Information as of June 30, 2023.

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.

CFN ENTERPRISES INC.
By:	/s/ Brian Ross
Name:	Brian Ross
Title:	President and Chief Executive Officer

Date: September 15, 2023

RAN COPACKING SOLUTIONS LLC

FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR’S REPORT

AS OF DECEMBER 31, 2022 AND FOR THE PERIOD FROM JULY 1, 2022 TO DECEMBER 31, 2022

RAN COPACKING SOLUTIONS, LLC

TABLE OF CONTENTS

	Pages
INDEPENDENT AUDITOR’S REPORT	1
BALANCE SHEET	3
STATEMENT OF OPERATIONS	4
STATEMENT OF CHANGES IN MEMBERS’ EQUITY	5
STATEMENT OF CASH FLOWS	6
NOTES TO THE FINANCIAL STATEMENTS	7

805 Third Avenue<br><br><br>14^th^ Floor<br><br><br>New York, NY 10022<br><br><br>212.838-5100<br><br><br><br><br><br>www.rbsmllp.com

Independent Auditors’ Report

To the Board of Directors and Stockholders’

of CFN Enterprises, Inc.

Opinion

We have audited the accompanying Balance Sheet of Ran CoPacking Solutions, LLC (“RanCo” or the “Business”) as of December 31, 2022, pursuant to the Asset Purchase Agreement (the “Purchase Agreement”) between CFN Enterprises, Inc. and Ran CoPacking Solutions, LLC on July 1, 2023 as described in Note 1, and the related Statements of Operations, Changes in Members’ Equity, and Cash Flows for the six months ended December 31, 2022, 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 the business as of December 31, 2022, and the statement of operations and cash flows, pursuant to the Purchase Agreement, for the six months ended June 30, 2022 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 Statement section of our report. We are required to be independent of Ranco and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that RanCo will continue as a going concern. As discussed in Note 2 to the financial statements, RanCo has incurred loss and had members’ deficit of $213,022 as of December 31, 2022 and has stated that substantial doubt exists about RanCo’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Emphasis of matter

We draw attention to Note 3 to the financial statement, which describes that the accompanying financial statements were prepared for the purposes of complying with certain rules and regulations of the Securities and Exchange Commission (for inclusion in the Current Report on Form 8-K/A of CFN Enteprises, Inc. dated July 5, 2023) and is not intended to be a complete presentation of the Business’s revenues and expenses. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statement 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 statement that are free from material misstatements, whether due to fraud or error.

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

Auditors’ Responsibilities for the Audit of the Financial Statement

Our objectives are to obtain reasonable assurance about whether the financial statement as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ 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 the RanCo’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 the Business’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 audit.

/s/ RBSM LLP

New York, NY

September 15, 2023

RAN COPACKING SOLUTIONS, LLC

BALANCE SHEET

As of December 31, 2022

	December 31,
	2022
ASSETS
Current assets
Cash and cash equivalents	$149,143
Accounts receivable	272,780
Total current assets	421,923
Deposits	297,269
Right of use asset	2,550,270
Total assets	$3,269,461
LIABILITIES AND MEMBERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses	$53,879
Loan payable	11,950
Due to related party	854,557
Right of use liability, current portion	530,557
Total current liabilities	1,450,942
Right of use of liability	2,031,542
Total liabilities	3,500,262
Commitments and contingencies
Members' deficit	(213,022)
Total members' deficit	(213,022)
Total liabilities and members' deficit	$3,287,239

See accompanying notes, which are an integral part of these financial statements.

RAN COPACKING SOLUTIONS, LLC

STATEMENT OF OPERATIONS

For the period from July 1, 2022 to December 31, 2022

	For the Period
	July 1, 2022
	through
	December 31,
	2022
Revenues	$1,775,883
Cost of revenues	1,402,610
Gross profit	373,273
Operating expenses:
Selling, general and administrative	400,296
Total operating expenses	400,296
Net loss	$(27,022)

See accompanying notes, which are an integral part of these financial statements

RAN COPACKING SOLUTIONS, LLC

STATEMENT OF CHANGES IN MEMBERS’ EQUITY

For the period from July 1, 2022 to December 31, 2022

	Members'
	Deficit
Balances at July 1, 2022	$-
Member distributions	(186,000)
Net loss	(27,022)
Balances at December 31, 2022	$(213,022)

See accompanying notes, which are an integral part of these financial statements

RAN COPACKING SOLUTIONS, LLC

STATEMENT OF CASH FLOWS

For the period from July 1, 2022 to December 31, 2022

	For the Period
	July 1, 2022
	through
	December 31,
	2022
Cash flows from operating activities:
Net loss	$(27,022)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash expenses incurred by related party	150,637
Due to related party	406,651
Changes in operating assets and liabilities:
Accounts receivable	(272,780)
Accounts payable and accrued expenses	53,879
Right of use liability, net	11,829
Net cash provided by operating activities	323,193
Cash flows from financing activities:
Member distributions	(186,000)
Proceeds from loan payable, net	11,950
Net cash used in financing activities	(174,050)
Change in cash and cash equivalents	149,143
Cash and cash equivalents at beginning of period	-
Cash and cash equivalents at end of period	$149,143
Supplemental disclosure of non‐cash operating activities:
Cash paid for interest	$-
Supplemental disclosure of non‐cash investing activities:
Right of use asset and liability	$2,828,481
Security deposit incurred by related party	$297,269

See accompanying notes, which are an integral part of these financial statements

RAN COPACKING SOLUTIONS, LLC

NOTES TO FINANCIAL STATEMENTS

As of December 31, 2022 and for the period from July 1, 2022 to December 31, 2022

1.	NATURE OF OPERATIONS

RAN CoPacking Solutions LLC (the “Company”) is a California limited liability company. RAN CoPacking Solutions which offers extensive manufacturing, packaging and labeling services for specialist and consumer brands. The Company design, develop and market client’s products or need repackaging specialist and technical expertise. On July 1, 2023, CFN Enterprises, Inc. and its wholly owned subsidiary, RANCO, LLC, a Delaware limited liability company, entered into an asset purchase agreement (the “Asset Purchase Agreement”) with RAN CoPacking Solutions LLC, and the members of the RAN CoPacking Solutions LLC (collectively, the “Founders”). The assets of the RAN CoPacking Solutions, LLC acquired by Ranco LLC consist of assets for co-packing and white label manufacturing services, including comprehensive solutions for third party logistics (3PL) related areas such as storage, order fulfillment, solutions for custom packaging and hardware needs for many different industries, and media and design services, along with strategic marketing support, to help clients establish and enhance their brand presence in the market (the “Purchased Assets”) (see Note 9).

**2.**GOING CONCERN

The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt as to the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a net loss of $27,022 for the period ended December 31, 2022. As of December 31, 2022, the Company had members’ deficit of $213,022. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or to obtain additional capital financing. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("GAAP"). The Company’s fiscal year is December 31. The financial statements of the Company are presented beginning at July 1, 2022, which is the point when the Company entered into a lease for its warehouse (see Note 7) and commenced its operations surrounding the Purchased Assets.

Use of Estimates

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure 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 and assumptions reflected in these financial statements include, but are not limited to right of use assets and liabilities. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

See accompanying notes, which are an integral part of these financial statements

RAN COPACKING SOLUTIONS, LLC

NOTES TO FINANCIAL STATEMENTS

As of December 31, 2022 and for the period from July 1, 2022 to December 31, 2022

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. At December 31, 2022, the Company’s cash and cash equivalents were held at one accredited financial institution.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.

Accounts Receivable The Company’s account receivables are due from customers relating to contracts to provide investor relation services. Collateral is currently not required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments. The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. The Company determined there was no allowance for doubtful accounts as of December 31, 2022. Fair Value Measurements

Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

●Level 1—Quoted prices in active markets for identical assets or liabilities.

●Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

●Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and due to related party approximate their fair value due to the short-term maturity of these items. The Company’s loan payable approximate their fair value due to the market rate of interest on the loan.

See accompanying notes, which are an integral part of these financial statements

RAN COPACKING SOLUTIONS, LLC

NOTES TO FINANCIAL STATEMENTS

As of December 31, 2022 and for the period from July 1, 2022 to December 31, 2022

Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation.

The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered.

The Company performs services including white label manufacturing and co-packing for customers. Customers will drop off their product and the Company will perform the services via their employees and contractors. When the services are complete, the Company has satisfied its performance obligations. Revenue is recognized at this point in time.

The Company will order products that are manufactured overseas, such as custom boxes, packaging and hardware. These products are generally shipped from overseas to the customer. When these products are shipped out from the manufacturer, the Company has satisfied its performance obligations. Revenue is recognized at this point in time.

Lastly, the Company provides certain shipping and third party logistics services for customers. When the services are complete, the Company has satisfied its performance obligations. Revenue is recognized at this point in time.

The following is a disaggregation of revenue for the period ended December 31, 2022:

Services	$686,732
Products	501,722
Shipping and logistics	587,430
	$1,775,883

Cost of Revenues

Cost of revenues includes direct labor and materials. Cost of revenues also includes inbound and outbound shipping, freight and delivery costs.

Selling, General and Administrative

Selling, general and administrative expenses primarily consist of legal and professional services, insurance as well as general corporate expenses. These costs are expensed as incurred.

Income Taxes

The Company has elected to be taxed as a partnership under the Internal Revenue Code. Accordingly, no federal income tax provision and state income taxes, to the extent possible, have been recorded in the consolidated financial statements, as all items of income and expense generated by the Company are reported on the members’ personal income tax returns. The Company has no federal or state tax examinations in process as of December 31, 2022.

See accompanying notes, which are an integral part of these financial statements

RAN COPACKING SOLUTIONS, LLC

NOTES TO FINANCIAL STATEMENTS

As of December 31, 2022 and for the period from July 1, 2022 to December 31, 2022

Leases

In accordance with FASB ASC 842, Leases, upon lease commencement the Company recognizes a right-of-use asset and a corresponding lease liability measured at the present value of the fixed future minimum lease payments. The Company calculates operating lease liabilities with a risk-free discount rate, using a comparable period with the lease term. Lease and non-lease components are combined for all leases. Lease payments for leases with a term of 12 months or less are expensed on a straight-line basis over the term of the lease with no lease asset or liability recognized.

Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Company adopted ASU 2016-02 on July 1, 2022 and it did not have any effect on its financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

**4.**LOAN PAYABLE In 2022, the Company entered into loans for total proceeds of $40,000. The Company made repayments totaling $28,050, and the amount outstanding was $11,950 as of December 31, 2022. The loans mature after one year. The loans require monthly repayments of $2,013, including a 36% annual percentage rate. **5.**MEMBERS’ EQUITY

The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Company, and no member of the Company is obligated personally for any such debt, obligation, or liability.

During the period ended December 31, 2022, member distributions totaled $186,000.

6. RELATED PARTY TRANSACTIONS During the period ended December 31, 2022, the Company incurred $150,637 in expenses paid by the related party, which is the business in operations prior to the Purchased Assets. As of December 31, 2022, there was $854,557 in amounts due to the related party. 7. COMMITMENTS AND CONTINGENCIES

Lease Commitments The Company’s operating lease agreement consists of office premises in Los Angeles for the purpose of general office and warehouse operations. Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make payments arising from the lease or embedded lease. Operating lease ROU assets and operating lease liabilities are recognized at commencement date based on the present value of the future minimum lease payments over the lease term. The Company calculates operating lease liabilities with a risk-free discount rate, using a comparable period with the lease term., using a similar term as the lease payments at the commencement date. Indirect capital costs are capitalized and included in the ROU assets at commencement.

See accompanying notes, which are an integral part of these financial statements

RAN COPACKING SOLUTIONS, LLC

NOTES TO FINANCIAL STATEMENTS

As of December 31, 2022 and for the period from July 1, 2022 to December 31, 2022

The Company entered into an operating lease agreement commencing on July 1, 2022 and expiring on July 31, 2027. The lease requires monthly base rent payments of $49,782 and required a security deposit of $297,269, which was incurred by the related party prior business. On July 1, 2022, the Company recognized a ROU asset and liability of $2,828,481.

The components of lease costs are as follows:

		For the Period
		July 1, 2022
		through
	Financial Statement	December 31,
Type ****	Line Item	2022
Operating lease	Selling, general and administrative	$272,875
Total lease costs		$272,875

Supplemental cash flow information related to leases are as follows:

	For the Period
	July 1, 2022
	through
	December 31,
	2022
Operating cash flows paid for operating leases	$261,046
Right-of-use assets obtained in exchange for operating lease obligations	$2,828,481

Supplemental balance sheet information related to leases are as follows:

	December 31,
	2022
Weighted-average remaining lease term (in years)	4.58
Weighted-average discount rate	2.88%

The following is a summary of minimum lease payments as of December 31, 2022:

Year Ending December 31,	Operating Leases
2023	$597,379
2024	597,379
2025	597,379
2026	597,379
2027	348,471
Total undiscounted cash flows	2,737,985
Unamortized interest	(175,886)
Present value of lease liability	$2,562,099

Contingencies

The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matters will have a material adverse effect on its business, financial condition or results of operations.

See accompanying notes, which are an integral part of these financial statements

RAN COPACKING SOLUTIONS, LLC

NOTES TO FINANCIAL STATEMENTS

As of December 31, 2022 and for the period from July 1, 2022 to December 31, 2022

8.	SUBSEQUENT EVENTS

On July 1, 2023, CFN Enterprises, Inc. and its wholly owned subsidiary, RANCO, LLC, a Delaware limited liability company (“Ranco”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with RAN CoPacking Solutions LLC, a California limited liability company (the “Seller”) and the members of the Seller (collectively, the “Founders”). The assets of the Seller acquired by Ranco consist of assets for co-packing and white label manufacturing services, including comprehensive solutions for third party logistics (3PL) related areas such as storage, order fulfillment, solutions for custom packaging and hardware needs for many different industries, and media and design services, along with strategic marketing support, to help clients establish and enhance their brand presence in the market (the “Purchased Assets”). Ranco acquired the Purchased Assets and assumed certain liabilities of the Seller (the “Acquisition”) in exchange for an aggregate of 40 million shares of Company common stock (the “Acquisition Shares”), and $1 million in cash consideration, payable in quarterly installments in an amount equal to the lesser of (i) Ranco’s gross revenues attributable to the Purchased Assets from and after the closing, net of all accrued debts, liabilities, and obligations of the Ranco and all amounts necessary or advisable to reserve, designate, or set aside for actual or anticipated costs, payments, liabilities, obligations, and claims with respect to the Purchased Assets, all as determined in good faith by Ranco, and (ii) $250,000, until paid in full (the “Cash Consideration”). The Asset Purchase Agreement also contains an earn out provision providing for the issuance of (i) 8 million shares of Company common stock to be issued upon Ranco achieving $19 million in gross revenue attributable to the Purchased Assets and a net profit of $3.9 million within the twelve month period beginning three months from the closing of the Acquisition (the “First Earnout Period”), and (ii) 8 million shares of Company common stock to be issued upon Ranco achieving $29 million in gross revenue attributable to the Purchased Assets and a net profit of $5.9 million within the twelve month period beginning on the day immediately following the end of the First Earnout Period. The Buyer also agreed to assume the Seller’s lease for property related to the Purchased Assets in Los Angeles, California, consisting of approximately 46,000 square feet, a current monthly rent of $77,286.14 with four years remaining on the term (increasing annually to $86,936.85 for the last year of the term) with a three-year option to extend, including the Seller’s security deposit of approximately $297,000. The Company agreed to enter into employment agreements with the Founders and to guarantee the Cash Consideration portion of the purchase price. Management has evaluated subsequent events through September 15, 2023, the date the financial statements were available to be issued. Based on this evaluation, no material events were identified which require adjustment or disclosure in these financial statements.

See accompanying notes, which are an integral part of these financial statements

RAN COPACKING SOLUTIONS LLC

FINANCIAL STATEMENTS

AS OF JUNE 30, 2023 AND FOR THE SIX MONTHS ENDED JUNE 30, 2023

UNAUDITED

RAN COPACKING SOLUTIONS, LLC

TABLE OF CONTENTS

	Page
BALANCE SHEET	1
STATEMENT OF OPERATIONS	2
STATEMENT OF CHANGES INMEMBERS’EQUITY	3
STATEMENT OF CASH FLOWS	4
NOTES TO THE FINANCIAL STATEMENTS	5

RAN COPACKING SOLUTIONS, LLC

BALANCE SHEET

Unaudited

As of June 30, 2023

ASSETS
Current assets
Cash and cash equivalents	$134,060
Accounts receivable	175,340
Total current assets	309,400
Deposits	297,269
Right of use asset	2,272,059
Total assets	$2,878,728
LIABILITIES AND MEMBERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued expenses	$43,272
Due to related party	1,022,972
Right of use liability, current portion	538,243
Total current liabilities	1,604,486
Right of use of liability	1,760,485
Total liabilities	3,364,971
Commitments and contingencies
Members' deficit	(486,243)
Total members' deficit	(486,243)
Total liabilities and members' deficit	$2,878,728

See accompanying notes, which are an integral part of these unaudited financial statements.

RAN COPACKING SOLUTIONS, LLC

STATEMENT OF OPERATIONS

Unaudited

For the six months ended June 30, 2023

Revenues	$2,193,741
Cost of revenues	1,804,746
Gross profit	388,995
Operating expenses:
Selling, general and administrative	659,216
Total operating expenses	659,216
Net loss	$(270,221)

See accompanying notes, which are an integral part of these unaudited financial statements

RAN COPACKING SOLUTIONS, LLC

STATEMENT OF CHANGES IN MEMBERS’ (DEFICIT)

Unaudited

For the six months ended June 30, 2023

	Members'
	Deficit
Balances at January 1, 2023	(213,022)
Member distributions	(3,000)
Net loss	(270,221)
Balances at June 30, 2023	$(486,243)

See accompanying notes, which are an integral part of these unaudited financial statements

RAN COPACKING SOLUTIONS, LLC

STATEMENT OF CASH FLOWS

Unaudited

For the six months ended June 30, 2023

Cash flows from operating activities:
Net loss	$(270,221)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash expenses incurred by related party	168,415
Changes in operating assets and liabilities:
Accounts receivable	97,440
Accounts payable and accrued expenses	(10,607)
Right of use liability, net	14,840
Net cash used in operating activities	(133)
Cash flows from financing activities:
Member distributions	(3,000)
Repayments of loan payable, net	(11,950)
Net cash used in financing activities	(14,950)
Change in cash and cash equivalents	(15,082)
Cash at beginning of period	149,143
Cash at end of period	$134,060
Supplemental disclosure of non‐cash operating activities
Cash paid for interest	$-

See accompanying notes, which are an integral part of these unaudited financial statements

RAN COPACKING SOLUTIONS, LLC

NOTES TO UNAUDITED FINANCIAL STATEMENTS

As of June 30, 2023 and for the six months ended June 30, 2023

1.	NATURE OF OPERATIONS

**2.**GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated profits and has generated minimal revenues since inception, has sustained net losses of $270,221 for the six months ended June 30, 2023, and has incurred negative cash flows from operations for the period ended June 30, 20223. As of June 30, 2023, the Company had members’ deficit of $486,243. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or to obtain additional capital financing. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("GAAP"). The Company’s fiscal year is December 31.

Unaudited Interim Financial Information

The unaudited interim consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, within the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim financial statements have been prepared on a basis consistent with the audited financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the results for the interim periods presented and of the financial condition as of the date of the interim balance sheet. The financial data and the other information disclosed in these notes to the interim financial statements related to the six-month periods are unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year.

Use of Estimates

See accompanying notes, which are an integral part of these unaudited financial statements

RAN COPACKING SOLUTIONS, LLC

NOTES TO UNAUDITED FINANCIAL STATEMENTS

As of June 30, 2023 and for the six months ended June 30, 2023

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure 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 and assumptions reflected in these financial statements include, but are not limited to capitalization of software development costs and the valuations of common stock. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. At June 30, 2023, the Company’s cash and cash equivalents were held at one accredited financial institution.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.

Accounts Receivable

The Company’s account receivables are due from customers relating to contracts to provide investor relation services. Collateral is currently not required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments. The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. The Company determined there was no allowance for doubtful accounts as of June 30, 2023.

Fair Value Measurements

●Level 1—Quoted prices in active markets for identical assets or liabilities.

See accompanying notes, which are an integral part of these unaudited financial statements

RAN COPACKING SOLUTIONS, LLC

NOTES TO UNAUDITED FINANCIAL STATEMENTS

As of June 30, 2023 and for the six months ended June 30, 2023

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation.

The following is a disaggregation of revenue for the period ended June 30, 2023:

Services	$766,385
Products	111,155
Shipping and logistics	1,316,201
	$2,193,741

Cost of Revenues

Cost of revenues includes direct labor and materials. Cost of revenues also includes inbound and outbound shipping, freight and delivery costs.

See accompanying notes, which are an integral part of these unaudited financial statements

RAN COPACKING SOLUTIONS, LLC

NOTES TO UNAUDITED FINANCIAL STATEMENTS

As of June 30, 2023 and for the six months ended June 30, 2023

Selling, General and Administrative

Selling, general and administrative expenses primarily consist of legal and professional services, insurance as well as general corporate expenses. These costs are expensed as incurred.

Leases

Recently Adopted Accounting Pronouncements

**4.**LOAN PAYABLE

In 2022, the Company entered into loans for total proceeds of $40,000. The Company made repayments totaling $12,076, and the loan was fully repaid by June 30, 2023.

**6.**MEMBERS’ EQUITY

During the six months ended June 30, 2023, member distributions totaled $3,000.

7. RELATED PARTY TRANSACTIONS

During the six months ended December 31, 2022, the Company incurred $168,415 in expenses paid by the related party, which is the business in operations prior to the Purchased Assets. As of June 30, 2023, there was $1,022,972 in amounts due to the related party.

8. COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company’s operating lease agreement consists of office premises in Los Angeles for the purpose of general office and warehouse operations. Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make payments arising from the lease or embedded lease. Operating lease ROU assets and operating lease liabilities are recognized at commencement date based on the present value of the future minimum lease payments over the lease term. The

See accompanying notes, which are an integral part of these unaudited financial statements

RAN COPACKING SOLUTIONS, LLC

NOTES TO UNAUDITED FINANCIAL STATEMENTS

As of June 30, 2023 and for the six months ended June 30, 2023

Company calculates operating lease liabilities with a risk-free discount rate, using a comparable period with the lease term., using a similar term as the lease payments at the commencement date. Indirect capital costs are capitalized and included in the ROU assets at commencement.

The components of lease costs are as follows:

		Six Months Ended
	Financial Statement	June 30,
Type	Line Item	2023
Operating lease	Selling, general and administrative	$302,129
Total lease costs		$302,129

Supplemental cash flow information related to leases are as follows:

	Six Months Ended
	June 30,
	2023
Operating cash flows paid for operating leases	$298,689

Supplemental balance sheet information related to leases are as follows:

	June 30,
	2023
Weighted-average remaining lease term (in years)	4.09
Weighted-average discount rate	2.88%

The following is a summary of minimum lease payments as of June 30, 2023:

Period Ending June 30,	Operating Leases
2024	$597,379
2025	597,379
2026	597,379
2027	597,379
Thereafter	49,782
Total undiscounted cash flows	2,439,296
Unamortized interest	(140,568)
Present value of lease liability	$2,298,728

Contingencies

See accompanying notes, which are an integral part of these unaudited financial statements

RAN COPACKING SOLUTIONS, LLC

NOTES TO UNAUDITED FINANCIAL STATEMENTS

As of June 30, 2023 and for the six months ended June 30, 2023

9.	SUBSEQUENT EVENTS

Management has evaluated subsequent events through September 15, 2023, the date the financial statements were available to be issued. Based on this evaluation, no material events were identified which require adjustment or disclosure in these financial statements.

See accompanying notes, which are an integral part of these unaudited financial statements

10 Exhibit 99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined financial information presents the unaudited pro forma combined balance sheet and statement of operations based upon the combined historical financial statements of CFN Enterprises and RAN CoPacking Solutions LLC (“Ranco”) after giving effect to the business combinations and adjustments described in the accompanying notes.

The unaudited pro forma combined balance sheets of CFN and Ranco as of June 30, 2023 has been prepared to reflect the effects of the acquisition as if it occurred on June 30, 2023. The unaudited pro forma combined statements of operations for six months ended June 30, 2023 combine the historical results and operations of CFN and Ranco giving effect to the transaction as if it occurred on January 1, 2023. The unaudited pro forma combined statements of operations for the period ended December 31, 2022 combine the historical results and operations of CFN and Ranco giving effect to the transactions as if they occurred on July 1, 2022.

The unaudited pro forma combined financial information should be read in conjunction with the audited and unaudited historical financial statements of CFN and Ranco and the notes thereto. Additional information about the basis of presentation of this information is provided in Note 2 below.

The unaudited pro forma combined financial information was prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma adjustments reflecting the transaction have been prepared in accordance with business combination accounting guidance as provided in Accounting Standards Codification Topic 805, Business Combinations and reflect the preliminary allocation of the purchase price to the acquired assets and liabilities based upon the preliminary estimate of fair values, using the assumptions set forth in the notes to the unaudited pro forma combined financial information.

The unaudited pro forma combined financial information is provided for informational purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the transaction had been completed as of the dates set forth above, nor is it indicative of the future results or financial position of the combined company. In connection with the pro forma financial information, CFN allocated the purchase price using its best estimates of fair value. Accordingly, the pro forma acquisition price adjustments are preliminary and subject to further adjustments as additional information becomes available and as additional analyses are performed. The unaudited pro forma combined financial information also does not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the transaction or any integration costs.

Furthermore, the unaudited pro forma combined statements of operations do not include certain nonrecurring charges and the related tax effects which result directly from the transaction as described in the notes to the unaudited pro forma combined financial information.

Exhibit 99.3

CFN Enterprises, Inc.

Unaudited Pro Forma Combined Balance Sheets

As of June 30, 2023

			Pro Forma	Combined
	CFN	Ranco	Adjustments	Pro Forma
ASSETS
Current assets:
Cash	$1,048,166	$134,060	5,000,000	$6,182,226
Restricted cash	20,284	-	-	20,284
Accounts receivable, net	36,100	175,340	-	211,440
Total current assets	1,104,550	309,400	5,000,000	6,413,950
Property and equipment, net	47,907	-	-	47,907
Goodwill	-	-	9,694,243	9,694,243
Deposits	268,696	297,269	-	565,965
Right of use asset	-	2,272,059	-	2,272,059
Other assets	55,676	-	-	55,676
Total assets	$1,476,829	$2,878,728	14,694,243	$19,049,800
LIABILITIES AND STOCKHOLDERS' / MEMBERS' DEFICIT
Current liabilities:
Accounts payable	$2,318,201	$43,272	-	$2,361,473
Accrued liabilities	2,436,785	-	-	2,436,785
Due to related party	501,140	1,022,972	-	1,524,112
Deferred revenue	16,327	-	-	16,327
Due to seller	-	-	1,000,000	1,000,000
Contingent consideration	-	-	208,000	208,000
Current portion of notes payable	3,794,914	-	-	3,794,914
Current portion of right of use liability	312,033	538,243	-	850,276
Current liabilities of discontinued operations	79,823	-	-	79,823
Total current liabilities	9,459,223	1,604,486	1,208,000	12,271,709
Right of use liability	223,822	1,760,485	-	1,984,307
Long-term note payable, net of current portion and discounts	746,180	-	5,000,000	5,746,180
Total liabilities	10,429,225	3,364,971	6,208,000	20,002,196
Stockholders' / members' deficit:
Preferred stock	4	-	-	4
Common stock	41,710	-	40,000	81,710
Additional paid-in capital	52,128,924	-	7,960,000	60,088,924
Accumulated deficit	(61,123,034)	-	-	(61,123,034)
Members' deficit	-	(486,243)	486,243	-
Total stockholders' / members' deficit	(8,952,396)	(486,243)	8,486,243	(952,396)
Total liabilities and stockholders' / members' deficit	$1,476,829	$2,878,728	14,694,243	$19,049,800

All values are in US Dollars.

Exhibit 99.3

CFN Enterprises, Inc.

Unaudited Pro Forma Combined Statements of Operations

Six Months Ended June 30, 2023

			Combined
	CFN	Ranco	Pro Forma
Net revenues	$265,259	2,193,741	$2,459,000
Cost of revenues	223,675	1,804,746	2,028,421
Gross profit	41,584	388,995	430,579
Operating expenses:
Selling, general and administrative	2,125,148	659,216	2,784,364
Total operating expenses	2,125,148	659,216	2,784,364
Loss from operations	(2,083,564)	(270,221)	(2,353,785)
Other income (expense):
Interest expense	(103,501)	-	(1,103,501)
Gain on property and equipment	9,253	-	9,253
Gain on extinguishment of debt	13,219	-	13,219
Other income	157,502	-	157,502
Interest income	157	-	157
Total other income (expense), net	76,630	-	(923,370)
Provision for income taxes	-	-	-
Net loss	$(2,006,934)	(270,221)	$(3,277,155)
Preferred stock interest	120,000	-	120,000
Net loss available to common shareholders	$(2,126,934)	(270,221)	$(3,397,155)
Net loss attributable to non-controlling interest	-	-	-
Net loss available to CFN Enterprises common shareholders	$(2,126,934)	(270,221)	$(3,397,155)
Weighted average common shares outstanding -
basic and diluted	40,255,331	-	40,255,331
Net loss per common share - basic and diluted	$(0.05)	-	$(0.08)

All values are in US Dollars.

Exhibit 99.3

CFN Enterprises, Inc.

Unaudited Pro Forma Combined Statements of Operations

Period Ended December 31, 2022

			Combined
	CFN	Ranco	Pro Forma
Net revenues	$4,317,490	1,775,883	$6,093,373
Cost of revenues	6,512,109	1,402,610	7,914,719
Gross profit (loss)	(2,194,619)	373,273	(1,821,345)
Operating expenses:
Impairment expense	3,615,961	-	3,615,961
Selling, general and administrative	2,641,842	400,296	3,042,138
Total operating expenses	6,257,803	400,296	6,658,099
Income (loss) from operations	(8,452,422)	(27,022)	(8,479,444)
Other income (expense):
Loss on conversion of debt	(563,220)	-	(563,220)
Unrealized loss on marketable securities	(46,516)	-	(46,516)
Impairment of investments	(200,000)	-	(200,000)
Interest expense	(694,380)	-	(2,694,380)
Other income	34,206	-	34,206
Interest income	113	-	113
Total other income (expense), net	(1,469,797)	-	(3,469,797)
Provision for income taxes	-	-	-
Net income (loss)	$(9,922,219)	(27,022)	$(11,949,241)
Preferred stock interest	240,000	-	240,000
Net income (loss) available to common shareholders	$(10,162,219)	(27,022)	$(12,189,241)
Net loss attributable to non-controlling interest	(19,826)	-	(19,826)
Net income (loss) available to CFN Enterprises common shareholders	$(10,142,393)	(27,022)	$(12,169,415)
Weighted average common shares outstanding -
basic and diluted	34,258,898	-	34,258,898
Net loss per common share - basic and diluted	$(0.29)	-	$(0.35)

All values are in US Dollars.

Exhibit 99.3

CFN Enterprises, Inc.

Notes to Unaudited Pro Forma Financial Statements

1.Description of Transactions

Also on July 1, 2023, Ranco entered into promissory notes with certain lenders to borrow an aggregate of $5 million(the “Notes”). The Notes have a 15 month term and are subject to mandatory equal repayments commencing on the fourth month following issuance, for an aggregate repayment of $7.5 million. The Notes are secured by the assets of Ranco and guaranteed by the Company. Two of the lenders, Isaac Shehebar 2008 AIJJ Grantor Retained Annuity Trust and Ezra A. Chehebar, are existing shareholders of, and advisors to, the Company.

2.Basis of Presentation

The historical financial information has been adjusted to give pro forma effect to events that are directly attributable to the transaction, (ii) factually supportable, and (iii) with respect to the unaudited pro forma combined balance sheets and unaudited pro forma combined statements of operations, expected to have a continuing impact on the combined results.

The transaction was accounted for as a business acquisition whereas Ranco is the accounting acquiree and CFN is the accounting acquirer.

Exhibit 99.3

3.Consideration Transferred

Cash (due to seller)	$1,000,000
Common stock	8,000,000
Contingent consideration	208,000
Purchase price consideration	$9,208,000

The following table shows the preliminary allocation of the purchase price for Ranco to the acquired net identifiable assets and pro forma goodwill:

Assets acquired	$2,878,728
Goodwill	9,694,243
Liabilities assumed	(3,364,971)
Purchase price consideration	$9,208,000

a)To record the purchase price allocation of the Ranco pro forma acquisition, including the recognition of goodwill, purchase price consideration by Ranco, and elimination of Ranco’s equity.

b)To record the promissory note entered into by Ranco on July 1, 2023 and related pro forma interest expense.