8-K/A - CRTD - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported):July 20, 2021

Creatd, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-39500	87-0645394
(State or other jurisdiction of<br><br>incorporation or organization)	(Commission File Number)	(IRS Employer<br><br>Identification No.)

2050 Center Avenue, Suite 640

Fort Lee, NJ 07024

(Address of principal executive offices, including zip code)

(201) 258-3770

(Registrant’s telephone number, including area code)

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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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, par value $0.001	CRTD	The Nasdaq Stock Market LLC
Common Stock Purchase Warrants	CRTDW	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. ☐

Explanatory Note

On July 26, 2021, Creatd, Inc. (the “Company”), a Nevada corporation, filed a Current Report on Form 8-K (the “Initial Report”) to report that the Company, through its wholly owned subsidiary, Creatd Partners, LLC, entered into and closed the transaction contemplated by that certain Stock Purchase Agreement (the “Purchase Agreement”) with individuals named therein, to purchase, subject to the terms and conditions of the Purchase Agreement and other related agreements 55% of the voting power and 44% of the ownership of WHE Agency’s issued and outstanding shares, determined on a fully diluted basis post-transaction. As a result of the Purchase Agreement, WHE Agency became a subsidiary of the Company.

This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Initial Report to provide financial statements of WHE Agency, and the pro forma financial statements of the Company required by Item 9.01 of Form 8-K. No other modifications to the Initial Report are being made by this Amendment. This Amendment should be read in connection with the Initial Report, which provides a more complete description of the Purchase Agreements and transactions contemplated thereby.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of WHE Agency, Inc.

The audited financial statements of WHE Agency as of and for the year ended December 31, 2020, together with the related notes to the financial statements, are included as Exhibit 99.1 to this Current Report.

The unaudited financial statements of WHE Agency as of June 30, 2021 and December 31, 2020 and for the three and six months ended June 30, 2021 and 2020, together with the related unaudited notes to the financial statements, are included as Exhibit 99.2 to this Current Report and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma combined financial statements of Company as of June 30, 2021 and for the year ended December 31, 2020, and the six months ended June 30, 2021, together with the related notes to the unaudited pro forma condensed combined financial information, are included as Exhibit 99.3 to this Current Report and are incorporated herein by reference.

The pro forma financial information included in this Amendment No.1 has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the acquisition occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the Company will experience after the acquisition.

(d) Exhibits

23.1	Consent of Rosenberg Rich Baker Berman, P.A.
99.1	Audited Annual Financial Statements of WHE Agency, Inc., Year Ended December 31, 2020
99.2	Unaudited Combined Financial Statements of WHE Agency Six Months Ended June 30, 2021 and 2020
99.3	Unaudited Pro Forma Condensed Consolidated Financial Information
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	CREATD, INC.
Date: October 5, 2021	By:	/s/ Jeremy Frommer
	Name:	Jeremy Frommer
	Title:	Co-Chief Executive Officer

Exhibit 23.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the incorporation by reference in the Registration Statements of Creatd, Inc. (the “Company”) on Form S-8 (333-238255), Form S-3 (File Numbers 333-250982, 333-252018, 333-256873, and 333-258995) of our report dated October 5, 2021, with respect to our audit of the financial statements of WHE Agency, Inc. as of December 31, 2020, and for the period from March 5, 2020 (date of inception) through December 31, 2020.

/s/ Rosenberg Rich Baker Berman P.A.

Somerset, New Jersey

October 5, 2021

Exhibit99.1

AuditedFinancial Statements

WHEAGENCY, INC.

December31, 2020

CONTENTS

	Page
Independent Auditor’s Report	1
Financial Statements
Balance Sheet	2
Statement of Operations	3
Statement of Changes in Shareholders’ Equity	4
Statement of Cash Flows	5
Notes to Financial Statements	6

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Stockholders

of Creatd, Inc. and Subsidiaries

We have audited the accompanying financial statements of WHE Agency, Inc. (a Delaware limited liability corporation), which comprise the balance sheet as of December 31, 2020, and the related statements of operations, changes in shareholders’ equity, and cash flows for the period from March 5, 2020 (date of inception) through December 31, 2020, and the related notes to the financial statements.

Management’s Responsibility for the FinancialStatements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes 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.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements 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 entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of WHE Agency, Inc. as of December 31, 2020, and the results of its operations and its cash flows for the period then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ Rosenberg Rich Baker Berman P.A.

Somerset, New Jersey

October 5, 2021

WHEAGENCY, INC.

BALANCESHEET


Assets
Current Assets
Cash	3,508
Accounts receivable	599,596
Total Current Assets	603,104
Total Assets	603,104
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	483,512
Total Current Liabilities	483,512
Total Liabilities	483,512
Shareholders’ Equity
Preferred stock, 0.001 par value,1,000,000 shares authorized, 0 shares issued and outstanding	-
Common stock no par value: 4,000,000 shares authorized, 2,000,000 shares issued and outstanding	-
Additional paid in capital	37,250
Retained earnings	82,342
	119,592
Total Liabilities and Shareholders’ Equity	603,104

All values are in US Dollars.

Theaccompanying notes are an integral part of these financial statements.

WHEAGENCY, INC.

STATEMENT OF OPERATIONS

	For<br> the <br><br>Period from <br><br>March 5, <br><br>2020 <br><br>(inception)<br><br> through
	December<br> 31, <br><br>2020
Net<br> revenue	$	479,645
Operating<br> expenses
General<br> and administrative		382,303
Total<br> operating expenses		382,303
Income<br> from operations		97,342
Net<br> Income	$	97,342

Theaccompanying notes are an integral part of these financial statements.

WHEAGENCY, INC.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE PERIOD FROM MARCH 5, 2020 (INCEPTION) THROUGH DECEMBER31, 2020

	Preferred Stock				Common Shares				Paid In		Retained			Shareholders'
	Shares		Amount		Shares		Amount		Capital		Earnings			Equity
At inception		-	$	-		2,000,000	$	-	$	-	$	-		$	-
Contributions		-		-		-		-		25,000		-			25,000
RSA's issued for Services		-		-		-		-		12,250		-			12,250
Member Distributions		-		-		-		-		-		(15,000	)		(15,000	)
Net Income		-		-		-		-		-		97,342			97,342
Balance as of December 31, 2020		-	$	-		2,000,000	$	-	$	37,250	$	82,342		$	119,592

Seeaccompanying notes to financial statements.

WHEAGENCY, INC.

STATEMENTOF CASH FLOWS

	For the <br> Period from <br> March 5, <br> 2020 <br> (inception)<br> through
	December 31, <br> 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	97,342
Adjustments to reconcile net income to net cash used in operating activities:
Share-based compensation		12,250
Changes in operating assets and liabilities:
Accounts receivable		(599,596	)
Accounts payable		483,512
Net Cash Used In Operating Activities		(6,492	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contribution		25,000
Shareholder Distributions		(15,000	)
Net Cash Provided By Financing Activities		10,000
Net Change in Cash		3,508
Cash - Beginning of period		-
Cash - End of period	$	3,508
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the period for:
Income taxes	$	-
Interest	$	-

Theaccompanying notes are an integral part of these financial statements.

WHEAGENCY, INC.

NOTESTO FINANCIAL STATEMENTS

FORTHE PERIOD FROM MARCH 5, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020

NOTE1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Natureof Operations

WHE Agency, Inc. (“we,” “us,” the “Company,” or “WHE”), is a talent management and public relations agency dedicated to the representation and management of family- and lifestyle-focused influencers and digital creators. WHE currently represents 55+ family- and lifestyle-focused creators that reach a combined audience of over 50 million followers and growing. The Company was initially incorporated under the laws of the State of Delaware on March 5, 2020.

Basisof Presentation

The financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

On July 20, 2021, the Company effected a 2,000-for-1 reverse stock split. As a result, all share information in the accompanying financial statements have been adjusted as if the reverse stock split happened on the earliest date presented.

Useof Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, expenses, and stock based compensation during the reporting period. Actual results could differ from those estimates.

Cash

The Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents as of December 31, 2020.

Concentrationof Credit Risk and Other Risks and Uncertainties

Financial instruments and assets subjecting the Company to concentration of credit risk consist primarily of cash and trade accounts receivable. The Company’s cash is maintained at major U.S. financial institutions. Deposits in these institutions may exceed the amount of insurance provided on such deposits.

The Company’s customers are concentrated in the United States.

The Company provides credit in the ordinary course of business.

AccountsReceivable

The Company sells its services to customers on an open credit basis. Accounts receivables are uncollateralized, non-interest-bearing customer obligations. Accounts receivables are typically due within 45 days. Provisions for estimated uncollectible accounts receivable are made for individual accounts based upon specific facts and circumstances, including criteria such as their age, amount, and customer standing. In the opinion of management, substantially all account receivables are considered to be realizable at the amounts stated in the accompanying balance sheet, and no allowance for doubtful accounts was deemed to be necessary as of December 31, 2020.

RevenueRecognition

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:

●	identification<br> of the contract, or contracts, with a customer;
●	identification<br> of the performance obligations in the contract;
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●	determination<br> of the transaction price;
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●	allocation<br> of the transaction price to the performance obligations in the contract; and
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●	recognition<br> of revenue when, or as, we satisfy a performance obligation.
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PersonalManagement Services

The Company provides Customers (“Talent”) with personal management services, including publicity and public relations, image consulting, special event promotions, and digital development. The Company is also responsible for securing and negotiating brand opportunities on behalf of Talent. Upon request, the Company also provides management and consulting services in network and channel negotiations and helps Talent secure and develop signature collections/collaborations with marque labels. The Company has focused on long-term career opportunities, emphasizing securing projects that share the Talent’s vision. The Talent maintains all rights and privileges to approve or disapprove opportunities presented by Company to Talent. As compensation for the Management Services, the Company is entitled to receive 20% of gross earnings received by the Talent for services rendered. The Company, viewed as an Agent, recognizes revenue net of the payments received by the Talent. Contract amounts for Personal Management Services range from approximately $500-$25,000, with the Company’s net revenue ranging from $100-$5,000 per contract. From March 5, 2020 (inception) through December 31, 2020, the Company recorded Personal Management Services revenue of $479,645. The Personal Management Service revenue is transferred at a point in time when the services have been completed.

AdvertisingCosts

The Company expenses the costs associated with advertising as they are incurred. The Company incurred $26,361 for advertising costs for the period from March 5, 2020 (inception) through December 31, 2020.

StockBased Compensation

The Company follows the requirements of FASB ASC 718-10-10, ShareBased Payments with regards to stock-based compensation issued to employees and non-employees. Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods. The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date. The Company utilized Internal Revenue Code (“IRC”) Section 409Avaluation to determine grant date fair value of shares of its common stock. Compensation expense is reduced for actual forfeitures as they occur.

IncomeTaxes

The Company files its income taxes on the accrual basis as Sub-chapter S Corporation for Federal income tax purposes, and thus no income tax expense has been recorded in the statements. Income from the corporation is taxed to the shareholders in their individual returns on their share of the Company’s earnings. The Company’s net income or loss is allocated among the shareholders in accordance with the By-Laws of the Company.

The Company does not have any uncertain tax positions which must be considered for disclosure.

The Federal income tax returns of the Company for 2020 are subject to examination by the IRS, generally for a period of three years from the date they are filed. There are no examinations currently in process.

NOTE 2 – SHAREHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue up to 1,000,000 shares of preferred stock, par value $0.001 per share. The rights and features of the preferred stock are to be determined by the Board prior to the issuance of preferred shares. As of the date of this filing, those rights and features have yet to be determined by the Board. As of December 31, 2020, the Company had 0 shares of preferred stock issued and outstanding.

Common Stock

The Company is authorized to issue up 4,000,000 shares of common stock at no par value. On March 5, 2020, the Company issued 2,000,000 shares of common stock to its founders. As of December 31, 2020, the Company had 2,000,000 shares issued and outstanding.

On July 20, 2021, the Company effectuated a two thousand-for-one (2,000:1) reverse stock split of its common stock. This became effective on July 20, 2021. No fractional shares were issued in connection with the Reverse Stock Split as all fractional shares were “rounded up” to the next whole share. As a result, all share information in the accompanying financial statements has been adjusted as if the reverse stock split happened on the earliest date presented.

RestrictedStock Awards

From March 5, 2020 (inception) through December 31, 2020, the Company granted 630,000 restricted stock awards “RSA’s. The RSU’s had a grant date fair value of $83,475. From March 5, 2020 (inception) through December 31, 2020, the Company recognized stock-based compensation expense of $12,250. As of December 31, 2020 there was $71,225 of unrecognized compensation related to non-vested restricted stock.

A summary of the activity related to RSAs for the period from March 5, 2020 (inception) through December 31, 2020, is presented below:

	Total		Weighted average		Weighted average
Restricted stock awards (RSA’s)	shares		fair value		years
RSA’s non-vested at March 5, 2020		-	$	-		-
RSA’s granted		630,000		0.13		4.47
RSA’s vested		-		-		-
RSA’s forfeited		-		-		-
RSA’s non-vested December 31, 2020		630,000	$	0.13		3.74

NOTE3 – RISKS AND UNCERTAINTIES

COVID19

The COVID-19 pandemic has created significant worldwide uncertainty, volatility, and economic disruption. The extent to which COVID-19 will adversely impact our business, financial condition, and operations results depends on numerous factors, which are highly uncertain, rapidly changing, and uncontrollable. These factors include, but are not limited to: (i) the duration and scope of the pandemic; (ii) governmental, business, and individual actions that have been and continue to be taken in response to the pandemic, including travel restrictions, quarantines, social distancing, work-from-home, shelter-in-place orders, and shut-downs; (iii) the impact on U.S. and global economies and the timing and rate of economic recovery; (iv) potential adverse effects on the financial markets and access to capital; (v) potential goodwill or other impairment charges; (vi) increased cybersecurity risks as a result of pervasive remote working conditions; and (vii) our ability to effectively carry out our operations due to any adverse impacts on the health and safety of our employees and their families.

The extent to which COVID-19 impacts the Company’s operations or those of its third-party partners will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. Any such disruptions or losses we incur could have a material adverse effect on the Company’s financial results and our ability to conduct business as expected.

NOTE4 – SUBSEQUENT EVENTS

On July 20, 2021, Creatd, Inc. entered into a stock purchase agreement to purchase 44% ownership and 55% of voting power of the issued and outstanding shares of WHE Agency, Inc. The aggregate closing consideration was $935,000, which consists of a combination of $144,750 in cash and $790,250 in the form of 224,503 shares of the Company’s restricted common stock at a price of $3.52 per share. Based on the purchase price of $935,000 for 44% ownership.

Exhibit 99.2

WHE AGENCY, INC.

June 30, 2021

CONTENTS

	Page
Independent Auditor’s Report
Financial Statements
Balance Sheets (Unaudited)	1
Statements of Operations (Unaudited)	2
Statement of Changes in Shareholders’ Equity (Unaudited)	3
Statements of Cash Flows (Unaudited)	5
Notes to Financial Statements	6

WHE AGENCY, INC.

BALANCE SHEETS

	December 31, 2020
Assets
Current Assets
Cash	3,508
Accounts receivable
Total Current Assets
Total Assets
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable
Total Current Liabilities
Total Liabilities
Shareholders’ Equity
Preferred stock, 0.001 par value,1,000,000 shares authorized, 0 shares issued and outstanding
Common stock no par value: 4,000,000 shares authorized,<br> 2,033,000 and 2,000,000 shares issued and outstanding, respectively
Additional paid in capital
Retained earnings

Total Liabilities and Shareholders’ Equity

All values are in US Dollars.

The accompanying notes are an integral partof these financial statements.

WHE AGENCY, INC.

STATEMENT OF OPERATIONS (Unaudited)

	For the Three Months<br> Ended			For the Three Months<br> Ended		For the <br> Six Months<br> Ended			For the Period from March 5, 2020 (inception) through
	June 30,<br> 2021			June 30,<br> 2020		June 30,<br> 2021			June 30,<br> 2020
Net revenue	$	229,638		$	72,825	$	464,396		$	72,825
Operating expenses
General and administrative		284,378			61,375		466,545			61,745
Total operating expenses		284,378			61,375		466,545			61,745
Income (Loss) from operations		(54,740	)		11,450		(2,149	)		11,080
Net Income (Loss)	$	(54,740	)	$	11,450	$	(2,149	)	$	11,080

The accompanying notes are an integral partof these financial statements.

WHE AGENCY, INC.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

FOR THE PERIOD FROM MARCH 5, 2020 (INCEPTION) THROUGH JUNE 30, 2020

	Preferred Stock				Common Shares				Paid In		Retained		Shareholders'
	Shares		Amount		Shares		Amount		Capital		Earnings		Equity
At inception		-	$	-		2,000,000	$	-	$	-	$	-	$	-
Contributions		-		-		-		-		25,000		-		25,000
RSA's issued for services		-		-		-		-		3,838		-		3,838
Net income		-		-		-		-		-		11,080		11,080
Balance as of June 30, 2020		-	$	-		2,000,000	$	-	$	28,838	$	11,080	$	39,918

WHE AGENCY, INC.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

FOR THE SIX MONTHS ENDED JUNE 30, 2021

	Preferred Stock				Common Shares				Paid In		Retained			Shareholders'
	Shares		Amount		Shares		Amount		Capital		Earnings			Equity
Balance as of December 31, 2020		-	$	-		2,000,000	$	-	$	37,250	$	82,342		$	119,592
RSA's issued for services		-		-		33,000		-		8,275		-			8,275
Net loss		-		-		-		-		-		(2,149	)		(2,149	)
Balance as of June 30, 2021		-	$	-		2,033,000	$	-	$	45,525	$	80,193		$	125,718

The accompanying notesare an integral part of these financial statements.

WHE AGENCY, INC.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

FOR THE THREE MONTHS ENDED JUNE 30, 2020

	Preferred Stock				Common Shares				Paid In		Retained			Shareholders'
	Shares		Amount		Shares		Amount		Capital		Earnings			Equity
Balance as of April 1, 2020		-	$	-		2,000,000	$	-	$	-	$	(370	)	$	(370	)
Contributions		-		-		-		-		25,000		-			25,000
RSA's issued for services		-		-		-		-		3,838		-			3,838
Net income		-		-		-		-		-		11,450			11,450
Balance as of June 30, 2020		-	$	-		2,000,000	$	-	$	28,838	$	11,080		$	39,918

WHE AGENCY, INC.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

FOR THE THREE MONTHS ENDED JUNE 30, 2021

	Preferred Stock				Common Shares				Paid In		Retained			Shareholders'
	Shares		Amount		Shares		Amount		Capital		Earnings			Equity
Balance as of April 1, 20201		-	$	-		2,000,000	$	-	$	41,365	$	134,933		$	176,298
RSA's issued for services		-		-		33,000		-		4,160		-			4,160
Net loss		-		-		-		-		-		(54,740	)		(54,740	)
Balance as of June 30, 2021		-	$	-		2,033,000	$	-	$	45,525	$	80,193		$	125,718

The accompanying notes are an integral partof these financial statements.

WHE AGENCY, INC.

STATEMENTSOF CASH FLOWS (Unaudited)

	For the <br><br>Six Months<br><br> Ended			For the Period from March 5, 2020 (inception) through
	June 30,<br><br> 2021			June 30,<br><br> 2020
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(2,149	)		11,080
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Share-based compensation		8,274			3,839
Changes in operating assets and liabilities:
Accounts receivable		65,736			(173,270	)
Accounts payable		(56,423	)		138,616
Net Cash Provided By (Used In) Operating Activities		15,438			(19,735	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contribution		-			25,000
Net Cash Provided By Financing Activities		-			25,000
Net Change in Cash		15,438			5,265
Cash - Beginning of period		3,508			-
Cash - End of period	$	18,946		$	5,265
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the period for:
Income taxes	$	-		$	-
Interest	$	-		$	-

The accompanying notes are an integral partof these financial statements.

WHE AGENCY, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE ANDSIX MONTHS ENDED JUNE 30, 2021

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Basis of Presentation

The financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). These unaudited financial statements should be read in conjunction with the Company’s audited financial statements and the notes for the year ended December 31, 2020.

On July 20, 2021, the Company effected a 2,000-for-1 reverse stock split. As a result, all share information in the accompanying financial statements has been adjusted as if the reverse stock split happened on the earliest date presented.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates.

Cash

The Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents as of December 31, 2020.

Concentration of Credit Risk and Other Risks and Uncertainties

The Company’s customers are concentrated in the United States.

The Company provides credit in the ordinary course of business. The Company performs ongoing credit evaluations of its customers and monitors for allowances for doubtful accounts on factors surrounding the credit risk of specific customers, historical trends, and other information.

Accounts Receivable

Revenue Recognition

We determine revenue recognition through the following steps:

●	identification<br>of the contract, or contracts, with a customer;
●	identification<br>of the performance obligations in the contract;
---	---
●	determination<br>of the transaction price;
---	---
●	allocation<br>of the transaction price to the performance obligations in the contract; and
---	---
●	recognition<br>of revenue when, or as, we satisfy a performance obligation.
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Personal Management Services

The Company provides Talent with personal management services, including publicity and public relations, image consulting, special event promotions, and digital development. The Company is also responsible for securing and negotiating brand opportunities on behalf of Talent. Upon request, the Company also provides management and consulting services in network and channel negotiations and helps Talent secure and develop signature collections/collaborations with marque labels. The Company has focused on long-term career opportunities, emphasizing securing projects that share the Talent’s vision. The Talent maintains all rights and privileges to approve or disapprove opportunities presented by Company to Talent. As compensation for the Management Services, the Company is entitled to receive 20% of gross earnings received by the Talent for services rendered. The Company, viewed as an Agent, recognizes revenue net of the payments received by the Talent. Contract amounts for Personal Management Services range from approximately $500-$25,000, with the Company’s net revenue ranging from $100-$5,000 per contract. During the three and six months ended June 30, 2021, the Company recorded Personal Management Services revenue of $229,638 and $464,396, respectively. The Personal Management Service revenue is transferred at a point in time when the services have been completed.

Advertising Costs

The Company expenses the costs associated with advertising as they are incurred. The Company incurred $4,776 and $14,163 for advertising costs during the three and six months ended June 30, 2021, respectively.

Stock Based Compensation

The Company follows the requirements of FASB ASC 718-10-10, Share Based Payments with regards to stock-based compensation issued to employees and non-employees. Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods. The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date. The Company utilized Internal Revenue Code (“IRC”) Section 409Avaluation to determine grant date fair value of shares of its common stock.

Income Taxes

The Company does not have any uncertain tax positions which must be considered for disclosure.

NOTE 2 – SHAREHOLDERS’ EQUITY

Preferred Stock

Common Stock

Restricted Stock Awards

From March 5, 2020 (inception) through December 31, 2020, the Company granted 630,000 restricted stock awards “RSA’s. The RSU’s had a grant date fair value of $83,475. During the six months ended June 30, 2021, the Company recognized stock-based compensation expense of $8,274. As of June 30, 2021, there was $62,951 of unrecognized compensation related to non-vested restricted stock.

A summary of the activity related to RSAs for the six months ended June 30, 2021, is presented below:

	Total			Weighted average		Weighted average
Restricted stock awards (RSA’s)	shares			fair value		years
RSA’s non-vested at December 31, 2020		630,000		$	0.13		3.74
RSA’s granted		-			-		-
RSA’s vested		(33,000	)		0.13		-
RSA’s forfeited		-			-		-
RSA’s non-vested June 30, 2021		607,000		$	0.13		3.26

NOTE 3 – RISKS AND UNCERTAINTIES

COVID 19

NOTE 4 – SUBSEQUENT EVENTS

Exhibit 99.3

UNAUDITED PRO FORMA FINANCIAL STATEMENTS OFCREATD, INC.

References to “Creatd”, the “Company”, “we”, “us” and “our” mean Creatd, Inc. and its consolidated subsidiaries, unless the context otherwise requires.

On July 20, 2021, the Company entered into a Stock Purchase Agreement to purchase 44% ownership and 55% of voting power of the issued and outstanding shares of WHE Agency, Inc., (“WHE”). The aggregate closing consideration was $935,000, which consists of a combination of $144,750 in cash and $790,250 in the form of 224,503 shares of the Company’s restricted common stock at a price of $3.52 per share. Based on the purchase price of $935,000 for 44% ownership, the fair value of the non-controlling interest would be approximately $1,190,000.

WHE is a talent management and public relations agency dedicated to the representation and management of family- and lifestyle-focused influencers and digital creators. The transaction leverages the existing synergies between Creatd and WHE, specifically enabling WHE to utilize the Vocal platform and technology to further expand its creator network, introduce new verticals, and deepen existing brand ties. At the same time, the addition of WHE enables Creatd to expand its existing agency offerings, specifically within the scope of influencer marketing. With WHE in its portfolio, Creatd has expanded the pool of talent available to partner with its brand clients. Additionally, the transaction created immense opportunity for Creatd in terms of both human capital and market expansion. First, the transaction enables Creatd to enhance its own talent pool; gaining access to WHE’s highly skilled talent managers and brand liaisons fuels new capacity for innovation and growth. Second, WHE’s influencers work with a large set of brand partners, all of whom stand to benefit by working with Creatd Partners on Vocal for Brands marketing campaigns. Integrating WHE and its influencer network into Creatd provides Creatd the benefit of a significantly expanded customer base.

The following unaudited pro forma condensed combined financial statements, which are referred to as the unaudited pro forma financial statements, have been prepared to assist in the analysis of financial effects of the Merger. The unaudited pro forma combined condensed statements of operations, which are referred to as the unaudited pro forma statements of operations, combine the historical consolidated statements of operations of Creatd and WHE Agency, Inc, giving effect to the Merger, as if it had been completed on the first day of the period. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 were derived from the condensed consolidated financial statements of Creatd and WHE Agency, Inc. The unaudited pro forma condensed combined balance sheet, which is known as the unaudited pro forma balance sheet, combines the historical balance sheets of Creatd and WHE Agency, Inc as of June 30, 2021 and December 31, 2020, giving effect to the Merger, as if it had been completed on the first day of the period presented. The historical financial statements of WHE Agency, Inc have been adjusted to reflect certain reclassification and other conforming adjustments in order to align to Creatd’s condensed financial statement presentation.

Assumptions and estimates underlying the adjustments to the unaudited pro forma financial statements, which are referred to as the pro forma adjustments, are described in the accompanying notes. The historical consolidated financial statements have been adjusted in the unaudited pro forma financial statements to give effect to pro forma events that are directly attributable to the Merger. The unaudited pro forma financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the merger occurred on the dates indicated. Further, the unaudited pro forma financial statements do not purport to project the future operating results or financial position of the combined company following the merger. The unaudited pro forma financial statements include the assets and liabilities of WHE Agency, Inc. adjusted for Creatd’s historical cost basis. The final purchase price allocation may be materially different than that reflected in the pro forma purchase price allocation presented herein.

The unaudited pro forma financial statements, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, do not reflect the benefits of expected synergies or cost savings (or associated synergies or costs to achieve such savings), opportunities to earn additional revenue, or other factors that may result as a consequence of the merger and, accordingly, do not attempt to predict or suggest future results. Further, the unaudited pro forma financial statements do not reflect (i) any other acquisition subsequent to the balance sheet date presented or (ii) the effect of any regulatory actions that may impact the results of the combined partnership following the merger.

The unaudited pro forma financial statements have been developed from and should be read in conjunction with:

●	the<br>accompanying notes to the unaudited pro forma financial statements;
●	the historical<br>consolidated financial statements of Creatd for the six months ended June 30, 2021 and for the year ended December 31,<br>2020 filed as a part of the registration of which this prospectus forms a part; and
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●	the historical<br>financial statements of WHE Agency, Inc. for the six months ended June 30, 2021 and for the period from March 5, 2020 (inception)<br>through December 31, 2020 filed as an exhibit to the registration statement of which this prospectus forms a part.
---	---

Creatd, Inc.

PRO FORMA CONSOLIDATED BALANCE SHEETS

JUNE 30, 2021

(Unaudited)

			WHE Agency, Inc.		Adjustments			Consolidated Balance
Assets
Current Assets
Cash	2,124,656		$	18,946	$	(144,750	)	$	1,998,852
Accounts receivable, net	284,419			533,860		-			818,279
Prepaid expenses and other current assets	888,788			-		-			888,788
Total Current Assets	3,297,863			552,806		(144,750	)		3,705,919
Property and equipment, net	60,412			-		-			60,412
Intangible assets	1,493,864			-		-			1,493,864
Excess purchase price over net assets acquired	-			-		1,999,282			1,999,282
Goodwill	1,037,992			-		-			1,037,992
Deposits and other assets	148,450			-		-			148,450
Minority investment in business	367,096			-		-			367,096
Operating lease right of use asset	199,441			-		-			199,441
Total Assets	6,605,118		$	552,806	$	1,854,532		$	9,012,456
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities	2,952,353		$	427,088	$	-		$	3,379,441
Derivative liabilities	436,295			-		-			436,295
Convertible Notes, net of debt discount and issuance costs	67,048			-		-			67,048
Current portion of operating lease payable	95,579			-		-			95,579
Note payable - related party, net of debt discount	7,890			-		-			7,890
Note payable, net of debt discount and issuance costs	1,054,600			-		-			1,054,600
Deferred revenue	208,517			-		-			208,517
Total Current Liabilities	4,822,282			427,088		-			5,249,370
Non-current Liabilities:
Note payable	34,036			-		-			34,036
Convertible Notes	2,099,400			-		-			2,099,400
Operating lease payable	102,231			-		-			102,231
Total Non-current Liabilities	2,235,667			-		-			2,235,667
Total Liabilities	7,057,949			427,088		-			7,485,037
Commitments and contingencies
Shareholders’ Equity
Series E Preferred stock, 0.001 par value, 1,088 and 7,738 shares issued and outstanding, respectively	1			-		-			1
Common stock par value 0.001: 100,000,000 shares authorized;	11,858			-		225			12,083
Additional paid in capital	87,131,333			45,525		744,500			87,921,358
Less: Treasury stock, 5,657 and 5,657 shares, respectively	(62,406	)		-		-			(62,406	)
Accumulated deficit	(87,544,953	)		80,193		(133,502	)		(87,598,262	)
Accumulated other comprehensive income	(45,097	)		-		-			(45,097	)
Total Creatd, Inc. Shareholders’ Equity	(509,264	)		125,718		611,223			227,677
Non-controlling interest in consolidated subsidiary	56,433			-		1,243,309			1,299,742
	(452,831	)		125,718		1,854,532			1,527,419
Total Liabilities and Shareholders’ Equity	6,605,118		$	552,806	$	1,854,532		$	9,012,456

All values are in US Dollars.

The accompanying notesare an integral part of these condensed consolidated financial statements.

Creatd, Inc.

PRO FORMA CONSOLIDATED STATEMENTSOF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020

	Creatd, Inc. and Subsidiaries			WHE Agency, Inc.		Adjustments			Consolidated Balance
Net revenue	$	1,212,870		$	479,645	$	-		$	1,692,515
Gross margin		1,212,870			479,645		-			1,692,515
Operating expenses
Research and development		257,431			-		-			257,431
Marketing		2,881,816			-		-			2,881,816
Stock based compensation		6,276,161			-		-			6,276,161
General and administrative		8,080,797			382,303		-			8,463,100
Total operating expenses		17,496,205			382,303		-			17,878,508
Loss from operations		(16,283,335	)		97,342		-			(16,185,993	)
Other income (expenses)
Other income		512,071			-		-			512,071
Interest expense		(1,376,902	)		-		-			(1,376,902	)
Accretion of debt discount and issuance cost		(4,303,072	)		-		-			(4,303,072	)
Change In derivative liability		3,019,457			-		-			3,019,457
Impairment of investment		(11,450	)		-		-			(11,450	)
Impairment of debt security		(50,000	)		-		-			(50,000	)
Settlement of vendor liabilities		(126,087	)		-		-			(126,087	)
Gain on marketable securities		(7,453	)		-		-			(7,453	)
Gain (loss) on extinguishment of debt		(5,586,012	)		-		-			(5,586,012	)
Other expenses, net		(7,929,448	)		-		-			(7,929,448	)
Income (loss) before income tax provision		(24,212,783	)		97,342		-			(24,115,441	)
Income tax provision		-			-		-			-
Net income (loss)	$	(24,212,783	)	$	97,342	$	-		$	(24,115,441	)
Non-controlling interest in net income		-			-		(54,512	)		(54,512	)
Net income (Loss) attributable to Creatd, Inc.		(24,212,783	)		97,342		(54,512	)		(24,169,953	)
Deemed dividend		(3,135,702	)		-		-			(3,135,702	)
Net loss attributable to common shareholders		(27,348,485	)		97,342		(54,512	)		(27,305,655	)
Comprehensive loss
Net income (loss)		(24,212,783	)		97,342		-			(24,115,441	)
Currency translation gain (loss)		(31,239	)		-		-			-
Comprehensive income (loss)	$	(24,244,022	)	$	97,342	$	-		$	(24,115,441	)
Per-share data
Basic and diluted loss per share	$	(17.05	)	$	-	$	-		$	(11.73	)
Weighted average number of common shares outstanding		1,604,051			-		-			1,789,189

The accompanying notes are an integralpart of these condensed consolidated financial statements.

Creatd,Inc.

PRO FORMA CONSOLIDATED STATEMENTSOF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30,2021

	Creatd, Inc.<br><br>and<br><br>Subsidiaries			WHE<br><br>Agency, Inc.			Adjustments		Consolidated<br><br>Balance
Net revenue	$	1,714,770		$	464,396		$	-	$	2,179,166
Gross margin		1,714,770			464,396			-		2,179,166
Operating expenses
Research and development		385,450			-			-		385,450
Marketing		6,237,179			-			-		6,237,179
Stock based compensation		3,510,489			-			-		3,510,489
General and administrative		5,908,444			466,545			-		6,374,989
Total operating expenses		16,041,562			466,545			-		16,508,107
Loss from operations		(14,326,792	)		(2,149	)		-		(14,328,941	)
Other income (expenses)
Interest expense		(259,431	)		-			-		(259,431	)
Accretion of debt discount and issuance cost		(851,364	)		-			-		(851,364	)
Derivative expense		(100,502	)		-			-		(100,502	)
Change In derivative liability		(262,831	)		-			-		(262,831	)
Impairment of investment		(62,733	)		-			-		(62,733	)
Settlement of vendor liabilities		92,909			-			-		92,909
Gain (loss) on extinguishment of debt		286,009			-			-		286,009
Gain on Forgiveness of debt		279,022			-			-		279,022
Other expenses, net		(878,921	)		-			-		(878,921	)
Loss before income tax provision		(15,205,713	)		(2,149	)		-		(15,207,862	)
Income tax provision		-			-			-		-
Net loss	$	(15,205,713	)	$	(2,149	)	$	-	$	(15,207,862	)
Non-controlling interest in net income (loss)		432			-			1,203		1,635
Net loss attributable to Creatd, Inc.		(15,205,281	)		(2,149	)		1,203		(15,206,227	)
Deemed dividend		(410,750	)		-			-		(410,750	)
Net loss attributable to common shareholders		(15,616,031	)		(2,149	)		1,203		(15,616,977	)
Comprehensive loss
Net loss		(15,205,713	)		(2,149	)		-		(15,207,862	)
Currency translation gain (loss)		(7,863	)		-			-		-
Comprehensive loss	$	(15,213,576	)	$	(2,149	)	$	-	$	(15,207,862	)
Per-share data
Basic and diluted loss per share	$	(1.49	)	$	-		$	-	$	(1.38	)
Weighted average number of common shares outstanding		10,465,815			-			-		10,690,318

The accompanying notesare an integral part of these condensed consolidated financial statements.

CREATD, INC. AND SUBSIDIARIES

NOTES TO PROFORMA FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRO FORMA PRESENTATION

The unaudited pro forma consolidated balance sheet has been derived from the historical financial statements of Creatd after giving effect to the acquisition of WHE Agency, Inc.

Historical financial information has been adjusted in the pro forma balance sheet and statements of operations to give effect to pro forma events that are: directly attributable to the Merger.

The unaudited pro forma consolidated statements do not necessarily represent the actual results that would have been achieved had the companies been combined at the beginning of the year, nor may they be indicative of future operations. These unaudited pro forma financial statements should be read in conjunction with the companies’ respective historical financial statements and notes included thereto.

2. MERGER CONSIDERATION STRUCTURE

The aggregate closing consideration was $935,000, which consists of a combination of $144,750 in cash and $790,250 in the form of 224,503 shares of the Company’s restricted common stock at a price of $3.52 per share. Based on the purchase price of $935,000 for 44% ownership.

Consideration from WHE
Cash	$	144,750
Common stock consideration		790,250
Total Consideration		935,000
Allocation of purchase price
Cash		18,946
Accounts receivable		533,860
Excess purchase price over net assets acquired		1,999,282
Accounts payable and accrued expenses		(427,088	)
Non-controlling interest		(1,190,000	)
Total allocation of purchase price	$	935,000

3. PRO FORMA ADJUSTMENTS

The adjustments included in the pro forma balance sheet are to give effect to the merger of WHE Agency, Inc.