8-K
PMGC Holdings Inc. (ELAB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Dateof earliest event reported): July 7, 2025
| PMGC Holdings Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 001-41875 | 33-2382547 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| c/o 120 Newport Center Drive, Ste. 249<br><br> <br>Newport Beach, CA | 92660 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(866) 794-4940
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4©) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value | ELAB | The Nasdaq Stock<br> Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. Completion of Acquisition or Dispositionof Assets.
On July 7, 2025, PMGC Holdings Inc. (the “Company”) completed the acquisition (the “Acquisition”) of 100% of the issued and outstanding shares (the “Shares”) of Pacific Sun Packaging Inc. (the “Target”), pursuant to an Acquisition Agreement dated as of July 7, 2025 (the “Acquisition Agreement”), by and between the Buyer and the Target.
The Acquisition closed on July 7, 2025 (the “Closing”). The purchase consideration for the Shares consisted of: (i) $1,148,000 in cash paid by the Buyer to the stockholder of Target at the Closing; and (ii) a contingent earnout payment of up to $250,000, payable to the stockholder of the Target if the business achieves $1,145,915 in revenue during the Target’s 2025 fiscal year without incurring debt to fund operations. Following the Closing, the Buyer intends to continue the operation of the Target from the Target’s existing leased warehouse under a newly negotiated five-year lease agreement. In addition, one of the Target’s employees entered into a new five-year employment agreement with the Buyer, which includes a revenue-based incentive to align with the Buyer’s long-term performance objectives.
The foregoing description of the Acquisition does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”) and incorporated by reference herein.
Item 8.01 Other Events
On July 10, 2025, the Company issued a press release announcing the Closing. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
The information set forth under this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements andExhibits.
(a) Financial Statements of Business Acquired.
Combined financial statements of Pacific Sun Packaging Inc. for the years ended December 31, 2024 and December 31, 2023, and the notes related thereto, and unaudited combined financial statements of Pacific Sun Packaging Inc. for the three month period ended March 31, 2025, are attached hereto as Exhibit 99.2 and incorporated herein by reference into this Item 9.01(a).
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Condensed Combined Balance Sheet of PMGC Holdings Inc. as of March 31, 2025, Unaudited Pro Forma Condensed Combined Statements of Operations of PMGC Holdings Inc. for the year ended December 31, 2024 and Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2025 are attached hereto as Exhibit 99.3 and incorporated herein by reference into this Item 9.01(b).
(d) Exhibits.
The following exhibits are being filed herewith:
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 11, 2025
| PMGC Holdings, Inc. | |
|---|---|
| By: | /s/ Graydon Bensler |
| Name: | Graydon Bensler |
| Title: | Chief Executive Officer, President and Director |
2
Exhibit 99.1
PMGC Holdings Inc. Completes Acquisition of Customer IT PackagingCompany Pacific Sun Packaging with over $2,000,000 in combined revenue for fiscal years 2023 and 2024
| ● | Serves over 300 Commercial Clients including Data Centers, TechnologyManufacturers and Incident Response (IR) Service Providers. |
|---|---|
| ● | Adds cash flow positive revenue, enhances PMGC’s exposure to U.S.semiconductor and artificial intelligence (“AI”) infrastructure growth, and marks the launch of its strategic acquisitionprogram targeting U.S. businesses. |
| --- | --- |
Newport Beach, CA – July 10, 2025 – PMGC Holdings Inc. (Nasdaq: ELAB) (the “Company,” “PMGC,” “we,” or “us”), a diversified public holding company, today announced that it has completed the acquisition of Pacific Sun Packaging Inc. (“Pacific Sun”) a niche custom IT packaging company based in San Clemente, California.
PMGC acquired 100% of the issued and outstanding shares of Pacific Sun for $1,148,000 in cash, with an additional $250,000 earnout contingent on the company achieving $1,145,915 in revenue over the 12-month period following closing.
About Pacific Sun Packaging Inc.
Founded in 2011, Pacific Sun Packaging Inc. is a specialty packaging provider focused on high-precision, component-level packaging solutions for the electronics and information technology (“IT”) hardware industries. The company designs and supplies custom-engineered protective packaging for delicate components such as central processing units (CPUs), memory modules (DIMMs and SO-DIMMs), solid state drives (SSDs), hard disk drives (HDDs), and fiber-optic transceivers, serving customers across the semiconductor, data center, and networking equipment supply chains.
Pacific Sun’s solutions are built to meet the demanding durability, antistatic protection, and dimensional requirements of sensitive electronic parts during storage, shipping, and integration. Its products are widely used by original equipment manufacturers (OEMs), distributors, and contract manufacturers requiring scalable, reliable, and technically compliant packaging options. Known for its engineering agility, fulfillment reliability, and component-specific packaging expertise, the company operates a lean, cash-generative model from its base in San Clemente, California.
In fiscal years 2023 and 2024, Pacific Sun generated combined revenue of $2,151,418.
Strategic Rationale
The acquisition of Pacific Sun marks the first completed transaction in PMGC’s broader acquisition strategy, which targets businesses with consistent earnings, strong fundamentals, and scalable platforms. Pacific Sun operates in a specialized and growing segment of the packaging industry, supported by long-standing customer relationships, high service reliability, and deep expertise in meeting the complex needs of the technology supply chain. The company’s ability to deliver tailored, component-specific solutions with speed and consistency has made it a trusted partner to electronics and IT hardware providers navigating increased demand and supply chain complexity.
PMGC plans to work closely with Pacific Sun’s existing leadership to identify and execute growth initiatives, including the buildout of a dedicated sales function, targeted marketing investments, and operational enhancements. With the right capital and strategic support, Pacific Sun is well-positioned to expand its commercial footprint and serve a broader range of customers in the growing electronics and logistics ecosystem.
“Pacific Sun Packaging represents everything we look for in a foundational operating platform: consistent profitability, customer loyalty, and strategic exposure to macro tailwinds,” said Graydon Bensler, Chief Executive Officer of PMGC Holdings Inc. “As semiconductor, electronics manufacturing, and AI data centers increasingly move back onshore, and demand for servers, memory, and IT components continues to grow, we believe this business is well-positioned to scale with America’s advanced manufacturing revival, and we are excited to help meet that demand.”
Industry Outlook
The U.S. market for custom IT and electronics packaging is poised for multi-year growth. According to industry data:
| ● | The<br> North American electronics packaging market exceeded $8 billion in 2023.^1^ |
|---|---|
| ● | Demand is driven by the cloud, data center, and AI hardware boom, with memory<br>modules and optical networking components requiring high-spec packaging solutions. |
| --- | --- |
| ● | The CHIPS and Science Act is incentivizing domestic production, increasing<br>demand for U.S.-based packaging partners. |
| --- | --- |
| ● | E-commerce growth and stricter sustainability regulations are reshaping packaging<br>needs—rewarding suppliers that offer recyclable, efficient, and customizable designs. |
| --- | --- |
About PMGC Holdings Inc.
PMGC Holdings Inc. is a diversified holding company that manages and grows its portfolio through strategic acquisitions, investments, and development across various industries. We are committed to exploring opportunities in multiple sectors to maximize growth and value. For more information, please visit https://www.pmgcholdings.com.
Forward-Looking Statements
Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Words such as “believes,” “expects,” “plans,” “potential,” “would” and “future” or similar expressions such as “look forward” are intended to identify forward-looking statements. Forward-looking statements are made as of the date of this press release and are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, activities of regulators and future regulations and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results. Therefore, you should not rely on any of these forward-looking statements. These and other risks are described more fully in PMGC’s filings with the United States Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025, and its other documents subsequently filed with or furnished to the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at www.sec.gov. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Investor Relations Contact:
IR@pmgcholdings.com
| ^1^ | North<br>America Consumer Electronics Packaging Market Report – Industry Trends and Forecast to 2031 | Data Bridge Market Research |
|---|
Exhibit 99.2
Condensed Interim Financial Statements of
Pacific Sun Packaging Inc.
For the three months ended
March31, 2025, and 2024
(Unaudited- Expressed in United StatesDollars)
Pacific Sun Packaging Inc.
Condensed Interim Balance Sheets
(Unaudited- Expressed in United States dollar)
| ****<br><br>As of: | March 31,<br> 2025 | December 31,<br> 2024 | ||
|---|---|---|---|---|
| ASSETS<br> <br>Current Assets | ||||
| Cash | $ | 87,192 | $ | 29,544 |
| Receivables, net (Note 4) | 103,901 | 303,837 | ||
| Inventory (Note 6) | 136,108 | 124,398 | ||
| Inventory deposits | 23,468 | 19,620 | ||
| Loan receivable- shareholder (Note 7) | 53,498 | - | ||
| Total Current Assets | 404,167 | 477,399 | ||
| TOTAL ASSETS | $ | 404,167 | $ | 477,399 |
| LIABILITIES | ||||
| Current Liabilities | ||||
| Accounts<br>payable and accrued liabilities (Note 5) | $ | 144 | $ | 949 |
| Accounts payable and accrued liabilities – Related party (Note 7) | 1,879 | 8,660 | ||
| Loan payable- Related party (Note 7) | - | 59,647 | ||
| Total Current Liabilities | 2,023 | 69,256 | ||
| TOTAL LIABILITIES | $ | 2,023 | $ | 69,256 |
| Commitmentand contingencies (Note 9) | ||||
| EQUITY | ||||
| Share<br>capital (Note 8) | 10,000 | 10,000 | ||
| Retained earnings | 392,144 | 398,143 | ||
| TOTAL EQUITY | 402,144 | 408,143 | ||
| TOTAL LIABILITIES AND EQUITY | $ | 404,167 | $ | 477,399 |
The accompanying notes are an integral part of these unaudited condensed interim financial statements
1
Pacific Sun Packaging Inc.
Condensed Interim Statements of Operations
For the three months ended March 31, 2025 and 2024
(Unaudited- Expressed in United States dollar, except for the number of shares)
| Three <br><br>months <br><br>ended<br><br> March 31, | Three <br><br>months<br><br> ended<br><br> March 31, | ||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Sales (Note 10) | $ | 108,850 | 211,266 | ||
| Cost of goods sold | 81,119 | 106,190 | |||
| Gross profit | 27,731 | 105,076 | |||
| Operating expenses | |||||
| Office and administrative | $ | 10,240 | 14,891 | ||
| Professional fees | 2,643 | 1,620 | |||
| Salaries and wages (Note 7) | 20,847 | 65,475 | |||
| Total operating expenses | $ | 33,730 | 81,986 | ||
| Net (loss) income | $ | (5,999 | ) | 23,090 | |
| Basic and diluted (loss) earnings per share: | $ | (59.99 | ) | 230.90 | |
| Weighted average shares outstanding | 100 | 100 |
The accompanying notes are an integral part of these unaudited condensed interim financial statements
2
Pacific Sun Packaging Inc.
Condensed Interim Statements of Changes in Equity
For the three months ended March 31, 2025 and 2024
(Unaudited- Expressed in United States dollars, except for the number of shares)
| Common Stock | Retained | ||||||
|---|---|---|---|---|---|---|---|
| Number of <br> shares# | Amount | earnings | Total | ||||
| Balance, December 31, 2023 | 100 | 10,000 | 363,428 | 373,428 | |||
| Net income for the period | - | ||||||
| Balance, March 31, 2024 | 100 | ||||||
| Balance, December 31, 2024 | 100 | ||||||
| Net loss for the period | - | ) | ) | ||||
| Balance, March 31, 2025 | 100 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited condensed interim financial statements
3
Pacific Sun Packaging Inc.
Condensed Interim Statements of Cash Flows
For the three months ended March 31, 2025 and 2023
(Unaudited- Expressed in United States dollars)
| March 31,<br> 2025 | March 31,<br> 2024 | |||||
|---|---|---|---|---|---|---|
| Operating activities | ||||||
| Net (loss) income | $ | (5,999 | ) | $ | 23,090 | |
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||
| Non-cash items | - | - | ||||
| Changes in operating assets and liabilities: | ||||||
| Receivables | 199,936 | 107,539 | ||||
| Inventory | (11,710 | ) | 25,457 | |||
| Accounts payable and accrued liabilities | (805 | ) | (33,452 | ) | ||
| Accounts payable and accrued liabilities – Related party | (6,781 | ) | (26,000 | ) | ||
| Inventory deposits | (3,848 | ) | (2,453 | ) | ||
| Cash flows provided by operating activities | $ | 170,793 | $ | 94,181 | ||
| Financing activities | ||||||
| Repayment of Shareholder loan | (113,145 | ) | (108,168 | ) | ||
| Cash flows used in financing activities | $ | (113,145 | ) | $ | (108,168 | ) |
| Change in cash | 57,648 | (13,987 | ) | |||
| Cash, beginning of period | 29,544 | 59,934 | ||||
| Cash, ending of period | $ | 87,192 | $ | 45,947 | ||
| Supplemental cash flow information: | ||||||
| Cash paid for interest | - | - | ||||
| Cash paid for taxes | - | - |
The accompanying notes are an integral part of these unaudited condensed interim financial statements
4
Pacific Sun Packaging Inc.
Notes to the Condensed Financial Statements
(Unaudited - Expressed in United States dollars)
| 1. | Organization and nature of operations |
|---|
Pacific Sun Packaging Inc. (the “Company”) was incorporated in the State of California on February 22, 2011. The Company operates in the packaging and distribution industry, specializing in providing custom IT packaging solutions and wholesale packaging materials to both domestic and international clients. Its principal business activities include the design, sourcing, and distribution of corrugated boxes, shipping materials, protective packaging, and other related supplies for businesses across multiple sectors, including technology, consumer goods, and logistics.
The Company has established itself as a niche-market provider with limited direct competition in its segment and has a reputation for responsive customer service and flexible, customized packaging solutions. The Company operates from San Clemente, California, and conducts business primarily within the United States, although it services select international clients. It maintains a lean operational structure with the owner actively involved on a part-time basis, and a small team responsible for sales, procurement, and fulfillment.
The Company is privately held and, as of March 31, 2025, is wholly owned by a single shareholder. There are no subsidiaries or affiliated entities.
| 2. | Going concern |
|---|
Management has evaluated the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements and has concluded that there are no conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern.
| 3. | Summary of Significant Accounting Policies |
|---|
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are stated in U.S. dollars. Accordingly, the unaudited condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, we have included all adjustments considered necessary for a fair presentation and such adjustments are of a normal recurring nature. These unaudited condensed financial statements should be read in conjunction with the financial statements for the years ended December 31, 2024, and 2023. The results of operations for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2025.
The Company has elected to be treated as an S Corporation for U.S. federal income tax purposes. As such, corporate income is generally passed through to the shareholder and not subject to federal corporate income tax. Accordingly, no provision for income taxes is included in these financial statements.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the collectability of receivables, valuation of inventory, and accrued liabilities. Actual results could differ materially from those estimates.
5
Pacific Sun Packaging Inc.
Notes to the Condensed Financial Statements
(Unaudited - Expressed in United States dollars)
Recently Adopted Accounting Standards
During the year ended December 31, 2024, the Company adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard requires the use of an expected credit loss model rather than the incurred loss model for financial assets measured at amortized cost. The adoption of ASU 2016-13 did not have a material impact on the Company’s financial statements, as historical write-offs have been minimal and the Company determined that expected credit losses were immaterial as of the reporting date.
Recently Issued Accounting Standards
The Company assesses the adoption impacts of recently issued, but not yet effective, accounting standards by the Financial Accounting Standards Board on the Company's unaudited condensed financial statements.
There are no recently issued accounting standards which may have effect on the Company’s unaudited condensed financial statements
| 4. | Receivables |
|---|
As of March 31, 2025 and December 31, 2024, receivables consisted of trade receivables of $103,901 and
$303,837, respectively. As of March 31, 2025 and December 31, 2024, the Company recognized credit losses of $nil and $nil, respectively.
| 5. | Accounts Payable and Accrued Liabilities |
|---|
As of December 31, 2024 and 2023, accounts payable and accrued liabilities consisted of the following:
| March 31,<br> 2025 | December 31,<br> 2024 | |||
|---|---|---|---|---|
| Accounts payable | $ | - | $ | - |
| Accrued liabilities | 144 | 949 | ||
| $ | 144 | $ | 9,609 |
6
Pacific Sun Packaging Inc.
Notes to the Condensed Financial Statements
(Unaudited - Expressed in United States dollars)
| 6. | Inventory |
|---|
As of March 31, 2025 and December 31, 2024, inventory consisted of the following:
| March 31, | December 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Finished goods | $ | 136,108 | $ | 124,398 |
| $ | 136,108 | $ | 124,398 |
Cost of inventory recognized as expense in cost of sales for the three months ended March 31, 2025, and 2024, totaled $81,119 and $106,190, respectively. As at March 31, 2025, and December 31, 2024, the Company recorded an allowance for inventory of $nil.
| 7. | Related Party Transactions |
|---|
Related parties consist of the following individuals:
| ● | Steve Johnson, Sole Shareholder, President, and Chief Executive Officer |
|---|---|
| ● | Michael T Kerzie, Brother of Steven Johnson and Sales Representative |
Key management personnel include individuals who have authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist solely of the sole shareholder and President, Mr. Steven Johnson.
During the three months ended March 31, 2025, the Company had the following transactions with related parties:
| ● | The<br> Company had an outstanding loan receivable from Steve Johnson, Sole Shareholder, in the amount<br> of $53,498 as of March 31, 2025 (December 31, 2024 – loan payable of $59,647). The<br> Company repaid $113,145 on the loan during the year. The loan is non-interest bearing, unsecured,<br> and repayable on demand. |
|---|---|
| ● | During<br> the three months ended March 31, 2025, the Company incurred rent expense of $nil (2024 –<br> $9,000) for leasing a building owned by Steve Johnson. As the Sole Shareholder of the Company<br> and the owner of the leased building, Steve Johnson used his discretion to allocate rent<br> to the Company. |
| ● | The<br> Company employed Michael T Kerzie, the brother of Steven Johnson, as a commissioned sales<br> representative. Michael T Kerzie earned commissions in connection with customer orders during<br> the normal course of business. All compensation paid was based on standard commission rates<br> consistent with those paid to third-party representatives. During the three months ended<br> March 31, 2025, the Company incurred commission expenses totaling $5,628 (March 31, 2024-$42,975)<br> payable to Michael T. Kerzie in the normal course of business. As at March 31, 2025, the<br> amount accrued and payable to Michael T. Kerzie was $1,879 (December 31, 2024- $8,660). |
There were no other transactions with related parties requiring disclosure under ASC 850 for the three months ended March 31, 2025 and 2024
| 8. | Share Capital |
|---|
The Company is authorized to issue 5,000 shares of common stock with a par value of $100 per share. As of March 31, 2025, 100 common shares were issued and outstanding with a stated capital of $10,000, unchanged from December 31, 2024. The Company has not issued any additional classes of shares, and there are no outstanding options, warrants, or convertible securities
7
Pacific Sun Packaging Inc.
Notes to the Condensed Financial Statements
(Unaudited - Expressed in United States dollars)
| 9. | Commitments and Contingencies |
|---|
There were no commitments or contingencies as of March 31, 2025.
| 10. | Concentration |
|---|
Customers
For the three months ended March 31, 2025, the Company recorded 40% of its revenue from its 2 largest customers. The Company’s largest customer, representing $27,040 of revenue, relates to sales to a wholesaler during the period.
For the three months ended March 31, 2024, the Company recorded 64% of its revenue from its 2 largest customers. The Company’s largest customer, representing $77,760 of revenue, relates to sales to a wholesaler during the period.
As of March 31, 2025, the Company had $18,532 receivables due from these customers.
Suppliers
During the three months end March 31,2025, and 2024, the Company had 3 key suppliers that represented approximately 96% and 1 key supplier that represented 100%, respectively, of the cost incurred in the purchase of inventory. The table below represents a breakdown of each supplier as a percentage of the cost incurred (Suppliers are shown from largest to smallest and does not necessarily represent the same suppliers period over period):
| Three months | Three months | |||||
|---|---|---|---|---|---|---|
| ended<br><br> March 31, | ended<br><br> March 31, | |||||
| 2025 | 2024 | |||||
| Supplier 1 | 48 | % | 100 | % | ||
| Supplier 2 | 34 | % | - | |||
| Supplier 3 | 14 | % | - | |||
| 96 | % | 100 | % |
The Company continually evaluates the performance of its suppliers and the availability of alternatives to substitute for or supplement its inventory production supply chain and potentially considers the domestic manufacturers.
| 11. | Subsequent Events |
|---|
The Company has evaluated subsequent events through July 3, 2025, the date the financial statements were available to be issued.
Subsequent to March 31,2025, the Company entered into negotiations with an external party regarding a potential sale of the business. As of the date the financial statements were available to be issued, no binding agreement has been executed.
8
Financial Statements
Pacific Sun Packaging Inc.
For the years ended December 31,2024, and 2023
(Expressed in United States Dollars)
9
Independent Auditor’sReport
To Member or Shareholder of Pacific Sun Packaging Inc
Opinion
We have audited the accompanying financial statements of Pacific Sun Packaging Inc, which comprise the balance sheet as of December 31, 2024 and 2023, and the related statement of earnings and member’s equity and cash flows for the years then ended, and the related notes to the financial statements.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pacific Sun Packaging Inc as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Pacific Sun Packaging Inc and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Pacific Sun Packaging Inc’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.
12 Greenway Plaza Suite 1100| Houston, Texas 77046
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Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with generally accepted auditing standards, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout<br>the audit. |
|---|---|
| ● | Identify and assess the risks of material misstatement<br>of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures<br>include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| --- | --- |
| ● | Obtain an understanding of internal control relevant<br>to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion<br>on the effectiveness of Pacific Sun Packaging Inc’s internal control. Accordingly, no such opinion is expressed. |
| --- | --- |
| ● | Evaluate the appropriateness of accounting policies<br>used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the<br>financial statements. |
| --- | --- |
| ● | Conclude whether, in our judgment, there are conditions<br>or events, considered in the aggregate, that raise substantial doubt about Pacific Sun Packaging Inc’s ability to continue as a<br>going concern for a reasonable period of time. |
| --- | --- |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audits.
HTL CPAs & Business Advisors LLC
Houston, TX
July 3, 2025
11
Pacific Sun Packaging Inc.
Balance Sheets
For the years ended December 31, 2024 and 2023
(Expressed in United States dollar)
| As of: | December 31,<br> 2024 | December 31,<br> 2023 | ||
|---|---|---|---|---|
| ASSETS | ||||
| Current Assets | ||||
| Cash | $ | 29,544 | $ | 59,934 |
| Receivables, net (Note 4) | 303,837 | 270,219 | ||
| Inventory (Note 6) | 124,398 | 169,330 | ||
| Inventory deposits | 19,620 | 29,790 | ||
| Total Current Assets | $ | 477,399 | $ | 529,273 |
| TOTAL ASSETS | $ | 477,399 | $ | 529,273 |
| LIABILITIES | ||||
| Current Liabilities | ||||
| Accounts payable and accrued liabilities (Note 5) | $ | 949 | $ | 34,856 |
| Accounts payable and accrued liabilities – Related party (Note 7) | 8,660 | 34,660 | ||
| Loan payable – Related party (Note 7) | 59,647 | 86,329 | ||
| Total Current Liabilities | $ | 69,256 | $ | 155,845 |
| TOTAL LIABILITES | $ | 69,256 | $ | 155,845 |
| Commitments and Contingencies (Note 9) | ||||
| EQUITY | ||||
| Share capital (Note 8) | $ | 10,000 | $ | 10,000 |
| Retained earnings | 398,143 | 363,428 | ||
| TOTAL EQUITY | $ | 408,143 | $ | 373,428 |
| TOTAL LIABILITIES AND EQUITY | $ | 477,399 | $ | 529,273 |
The accompanying notes are an integral part of these financial statements
12
Pacific Sun Packaging Inc.
Statements of Operations
For the years ended December 31, 2024 and 2023
(Expressed in United States dollar, except for the number of shares)
| December 31,<br> 2024 | December 31, <br> 2023 | |||
|---|---|---|---|---|
| Sales (Note 10) | $ | 952,304 | 1,199,114 | |
| Cost of goods sold | 603,728 | 741,055 | ||
| Gross profit | $ | 348,576 | 458,059 | |
| Operating expenses Office and administrative | $ | 67,654 | 172,653 | |
| Professional fees | 8,157 | 10,304 | ||
| Salaries and wages (Note 7) | 238,050 | 267,590 | ||
| Total operating expenses | $ | 313,861 | 450,547 | |
| Net income | 34,715 | 7,512 | ||
| Basic and diluted earnings per share: | $ | 347.15 | 75.12 | |
| Weighted average shares outstanding | 100 | 100 |
The accompanying notes are an integral part of these financial statements
13
Pacific Sun Packaging Inc.
Statements of Changes in Equity
For the years ended December 31, 2024 and 2023
(Expressed in United States dollars, except for the number of shares)
| Common Stock | |||||
|---|---|---|---|---|---|
| Number of <br> shares<br> # | Amount | Retained earnings | Total | ||
| Balance, January 1, 2022 | 100 | ||||
| Net income for the year | - | ||||
| Balance, December 31, 2023 | 100 | ||||
| Balance, January 1, 2024 | 100 | ||||
| Net income for the year | - | ||||
| Balance, December 31, 2024 | 100 |
All values are in US Dollars.
The accompanying notes are an integral part of these financial statements
14
Pacific Sun Packaging Inc.
Statements of Cash Flows
For the years ended December 31, 2024 and 2023
(Expressed in United States dollars)
| December 31, 2024 | December 31,<br> 2023 | |||||
|---|---|---|---|---|---|---|
| Operating activities | ||||||
| Net income | $ | 34,715 | $ | 7,512 | ||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||
| Non-cash items | - | - | ||||
| Changes in operating assets and liabilities: | ||||||
| Receivables, net | (33,618 | ) | (159,737 | ) | ||
| Inventory | 44,932 | (5,850 | ) | |||
| Accounts payable and accrued liabilities | (33,907 | ) | (34,454 | ) | ||
| Accounts payable and accrued liabilities – Related party | (26,000 | ) | 27,551 | |||
| Inventory deposits | 10,170 | 56,808 | ||||
| Cash flows used in operating activities | $ | (3,708 | ) | $ | (108,170 | ) |
| Financing activities | ||||||
| (Repayment of) proceeds from related party loan | $ | (26,682 | ) | $ | 86,329 | |
| Cash flows (used in) provided by financing activities | $ | (26,682 | ) | $ | 86,329 | |
| Change in cash | (30,390 | ) | (21,841 | ) | ||
| Cash, beginning of the year | 59,934 | 81,775 | ||||
| Cash, ending of the year | $ | 29,544 | $ | 59,934 | ||
| Supplemental cash flow information: | ||||||
| Cash paid for interest | - | - | ||||
| Cash paid for taxes | - | - |
The accompanying notes are an integral part of these financial statements
15
Pacific Sun Packaging Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in United States dollars)
| 1. | Organization and nature of operations |
|---|
Pacific Sun Packaging Inc. (the “Company”) was incorporated in the State of California on February 22, 2011. The Company operates in the packaging and distribution industry, specializing in providing custom IT packaging solutions and wholesale packaging materials to both domestic and international clients. Its principal business activities include the design, sourcing, and distribution of corrugated boxes, shipping materials, protective packaging, and other related supplies for businesses across multiple sectors, including technology, consumer goods, and logistics.
The Company has established itself as a niche-market provider with limited direct competition in its segment and has a reputation for responsive customer service and flexible, customized packaging solutions. The Company operates from San Clemente, California, and conducts business primarily within the United States, although it services select international clients. It maintains a lean operational structure with the owner actively involved on a part-time basis, and a small team responsible for sales, procurement, and fulfillment.
The Company is privately held and, as of December 31, 2024, is wholly owned by a single shareholder. There are no subsidiaries or affiliated entities.
| 2. | Going concern |
|---|
Management has evaluated the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements and has concluded that there are no conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern.
| 3. | Summary of Significant Accounting Policies |
|---|
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are stated in U.S. dollars. The Company uses the accrual basis of accounting, under which revenues are recognized when earned and expenses are recognized when incurred. These financial statements reflect the operations of Pacific Sun Packaging Inc. on a standalone basis.
The Company has elected to be treated as an S Corporation for U.S. federal income tax purposes. As such, corporate income is generally passed through to the shareholder and not subject to federal corporate income tax. Accordingly, no provision for income taxes is included in these financial statements.
This summary of significant accounting policies of the Company is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the collectability of receivables, valuation of inventory, and accrued liabilities. Actual results could differ materially from those estimates.
16
Pacific Sun Packaging Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in United States dollars)
Risks and Uncertainties
The Company is subject to risks common to businesses in the packaging industry, including customer concentration, supply chain disruptions, and inflationary cost pressures. In addition, the Company is in negotiations for a potential sale, which may result in future changes to its operations or management. Management has evaluated these matters and determined there is no substantial doubt about the Company’s ability to continue as a going concern.
Concentration of Credit Risk
Cash and receivables are potentially subject to credit risk. The Company places its cash in what it believes to be credit-worthy financial institutions. Receivables relate to amounts owed by customers, and the Company evaluates the creditworthiness of customers on an ongoing basis and maintains an allowance for doubtful accounts when appropriate. As of December 31, 2024, the Company believes all receivables are collectible and has not recorded an allowance for doubtful accounts.
Cash
Cash consists of bank balances held at financial institutions.
Receivables
All receivables under standard terms are due thirty (30) days from the date billed. If the funds are not received within thirty (30) days, the customer is contacted to arrange payment. The Company uses the allowance for credit losses method to account for uncollectable receivables. As of December 31, 2024 and 2023, there was no allowance for credit losses related to receivables recorded.
Inventory
Inventory entirely consists of finished goods acquired for sale. Inventory is stated at the lower of cost or net realizable value. Cost is determined using the weighted average method. Net realizable value is determined on the basis of anticipated sales proceeds less the estimated selling expenses. To assess the need for an allowance due to obsolescence or a decline in net realizable value, management evaluates inventory aging in conjunction with expected future sales and compares the cost of inventory to its net realizable value. If the carrying amount exceeds net realizable value, an allowance is recorded to write down the inventory to its estimated net realizable value.
Inventory deposits
Inventory deposits relate to deposits made to vendors for inventory purchases. The Company may place deposits with key suppliers to secure future inventory production. These deposits are subject to credit risk if the supplier fails to deliver the goods or becomes insolvent. The Company monitors supplier financial condition and performance and does not consider these deposits to be impaired as of the reporting date.
Revenue Recognition
Revenue is recognized when control of the promised goods is transferred to the customer, which typically occurs upon shipment or delivery. Revenue is measured at the transaction price agreed with the customer, net of estimated returns, allowances, and discounts. The Company does not have significant post-delivery obligations or variable consideration arrangements.
17
Pacific Sun Packaging Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in United States dollars)
Income tax
Pacific Sun Packaging Inc. has elected to be taxed as an S-Corporation under the Internal Revenue Code. Accordingly, the Company is generally not subject to federal and most state corporate income taxes. Instead, the Company’s taxable income or loss is passed through to the shareholder and reported on the shareholder’s individual income tax return.
The Company may, however, be subject to certain state and local taxes and has assessed no material liability for such taxes for the year ended December 31, 2024.
The Company has evaluated its tax positions in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes, and has determined that there are no material uncertain tax positions that require disclosure as of December 31, 2024.
Financial Instruments and Fair Value Measurement
ASC 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosuresDRAFT of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist of cash, receivables, accounts payable and accrued liabilities, and loan payable to related party. Except for cash, the Company’s financial instruments’ carrying amounts approximate their fair values due to their short term to maturity. Cash is measured and recognized at fair value based on level 1 inputs for all periods presented.
18
Pacific Sun Packaging Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in United States dollars)
Leases
The Company accounts for leases in accordance with ASC 842, “Leases”. We determine if an arrangement meets the definition of a lease at inception of the contract. Leases are classified as either operating or finance leases. The Company’s lease has been assessed as a short-term operating lease and as a result no right-of-use (“ROU”) asset or operating lease liability is recorded. The Company recorded short term lease expense of $36,000 and $120,000, respectively, during the years ended December 31, 2024 and 2023. The expense is included in office and administrative expenses and is disclosed as a related party transaction (Note 7).
Earnings per Share
The Company computes earnings per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statements of operations. Basic EPS is computed by dividing net income available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential shares of commoDRnAFT stock outstanding during the period using the treasury stock method. The Company did not have any dilutive potential shares of common stock outstanding during the years ended December 31, 2024 and 2023.
Reportable Segments and Geographic Areas
The Company’s operations consists of one reportable segment. The sole director has been identified as the Chief Operating Decision Maker (CODM). The Company’s activities are interrelated, and each activity is dependent upon and supportive of the other. The CODM manages business activities using information for the Company as a whole. Accordingly, all significant operating decisions are based on analysis of financial products provided as a single business. As a result, no disaggregated segment information is presented.
All of the Company’s operations are conducted from and its assets are located in the United States. As a result, no disaggregated geographic area information is presented.
Recently Adopted Accounting Standards
During the year ended December 31, 2024, the Company adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard requires the use of an expected credit loss model rather than the incurred loss model for financial assets measured at amortized cost. The adoption of ASU 2016-13 did not have a material impact on the Company’s financial statements, as historical write-offs have been minimal and the Company determined that expected credit losses were immaterial as of the reporting date.
Recently Issued Accounting Standards
The Company assesses the adoption impacts of recently issued, but not yet effective, accounting standards by the Financial Accounting Standards Board on the Company’s financial statements.
There are no recently issued accounting standards which may have an effect on the Company’s financial statements.
| 4. | Receivables |
|---|
As of December 31, 2024 and December 31, 2023, receivables consisted of trade receivables of $303,837 and $270, 219, respectively. As of December 31, 2024 and 2023, the Company recognized credit losses of $nil
19
Pacific Sun Packaging Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in United States dollars)
| 5. | Accounts Payable and Accrued Liabilities |
|---|
As of December 31, 2024 and 2023, accounts payable and accrued liabilities consisted of the following:
| December 31,<br> 2024 | December 31,<br> 2023 | |||
|---|---|---|---|---|
| Accounts payable | $ | - | $ | 548 |
| Accrued liabilities | 949 | 34,308 | ||
| $ | 949 | $ | 34,856 | |
| 6. | Inventory | |||
| --- | --- |
As of December 31, 2024 and 2023, inventory consisted of the following:
| December 31, | December 31, | |||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Finished goods | $ | 124,398 | $ | 169,330 |
| $ | 124,398 | $ | 169,330 |
Cost of inventory recognized as expense in cost of sales for the years ended December 31, 2024 and 2023, totaled $603,728 and $741,055, respectively. As at December 31, 2024 and 2023, the Company recorded an allowance for inventory of $nil
| 7. | Related Party Transactions |
|---|
Related parties consist of the following individuals:
| ● | Steve Johnson, Sole Shareholder, President, and Chief Executive Officer |
|---|---|
| ● | Michael T Kerzie, Brother of Steven Johnson and Sales Representative |
| --- | --- |
Key management personnel include individuals who have authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist solely of the sole shareholder and President, Mr. Steven Johnson.
During the year ended December 31, 2024 and 2023, the Company had the following transactions with related parties:
| ● | The<br> Company had an outstanding loan payable to Steve Johnson, Sole Shareholder, in the amount<br> of $59,647 as of December 31, 2024 (December 31, 2023 – $86,329). The Company repaid<br> $26,682 on the loan during the year. The loan is non-interest bearing, unsecured, and repayable<br> on demand. |
|---|---|
| ● | During<br> the year ended December 31, 2024, the Company incurred rent expense of $36,000 (2023 –<br> $120,000) for leasing a building owned by Steve Johnson. As the Sole Shareholder of the Company<br> and the owner of the leased building, Steve Johnson used his discretion to allocate a reasonable<br> amount of rent to the Company. |
| --- | --- |
| ● | During<br> the year ended December 31, 2024, office and administrative expenses include $nil (December<br> 31, 2023 - $32,405) for repairs and maintenance of the leased building owned by Steve Johnson. |
| --- | --- |
| ● | The<br> Company employed Michael T Kerzie, the brother of Steven Johnson, as a commissioned sales<br> representative. Michael T Kerzie earned commissions in connection with customer orders during<br> the normal course of business. All compensation paid was based on standard commission rates<br> consistent with those paid to third-party representatives. During the year ended December<br> 31, 2024, the Company incurred commission expenses totaling $166,351 (December 31, 2023-$251,516)<br> payable to Michael T. Kerzie in the normal course of business. As at December 31, 2024, the<br> amount accrued and payable to Michael T. Kerzie was $8,660 (December 31, 2023-$34,660). |
| --- | --- |
There were no other transactions with related parties requiring disclosure under ASC 850 for the years ended December 31, 2024 and 2023.
20
Pacific Sun Packaging Inc.
Notes to the Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in United States dollars)
| 8. | Share Capital |
|---|
The Company is authorized to issue 5,000 shares of common stock with a par value of $100 per share. As of December 31, 2024, 100 common shares were issued and outstanding with a stated capital of $10,000, unchanged from December 31, 2023. The Company has not issued any additional classes of shares, and there are no outstanding options, warrants, or convertible securities
| 9. | Commitments and Contingencies |
|---|
There were no commitments or contingencies as of December 31, 2024 and 2023 or during the years then ended.
| 10. | Concentration |
|---|
Customers
For the year ended December 31, 2024, the Company recorded 67% of its revenue from its 3 largest customers. The Company’s largest customer, representing $284,155 of revenue, relates to sales to a wholesaler during the period.
During the year ended December 31, 2023, the Company recorded 65% of its revenue from its 3 largest customers. The Company’s largest customer, representing $380,200 of revenue, relates to sales to a wholesaler during the period.
As of December 31, 2024, the Company had $117,834 receivables due from these customers.
Suppliers
During the year end December 31, 2024, and 2023, the Company had the same one key supplier that represented approximately 93% and approximately 86%, respectively, of the cost incurred in the purchase of inventory.
The Company continually evaluates the performance of its suppliers and the availability of alternatives to substitute for or supplement its inventory production supply chain and potentially considers the domestic manufacturers.
| 11. | Subsequent Events |
|---|
The Company has evaluated subsequent events through July 3, 2025, the date the financial statements were available to be issued.
Subsequent to December 31, 2024, the Company entered into negotiations with an external party regarding a potential sale of the business. As of the date the financial statements were available to be issued, no binding agreement has been executed.
21
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIALINFORMATION
On July 7, 2025, PMGC Holdings Inc., a Nevada corporation (the “Buyer” or the “Company”), completed the acquisition of 100% of the issued and outstanding shares (the “Shares”) of Pacific Sun Packaging Inc., a California corporation (the “Target”), pursuant to an Acquisition Agreement dated as of July 7, 2025 (the “Acquisition Agreement”), by and between the Buyer and the Target. The Buyer’s proposed acquisition of Target is referred to as the “Transaction” and the Buyer and the Target are referred to collectively as the “Parties.”
Upon the closing of the Acquisition (the “Closing”), the purchase consideration for the Acquisition consisted of (i) $1,148,000 in cash, which is adjusted based on a target working capital as of Closing of $260,000, paid by the Buyer to the stockholder of Target at the Closing; and (ii) a contingent earnout payment of up to $250,000, payable to the stockholder of the Target if the business achieves $1,145,915 in revenue during the Target’s 2025 fiscal year without incurring debt to fund operations. Following the Closing, the Buyer intends to continue the operation of the Target from the Target’s existing leased warehouse under a newly negotiated five-year lease agreement.
The foregoing description of the Acquisition Agreement and the Acquisition does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on July 10, 2025 ( (the “Original Form 8-K”) and is incorporated herein by reference.
The following unaudited pro forma combined financial information has been prepared to illustrate the effect of the Acquisition. These unaudited pro forma combined financial statements have been derived by the application of pro forma adjustments to the historical audited and unaudited consolidated financial statements and other financial information of the Company and the Target. The historical financial information has been adjusted in the unaudited pro forma combined financial statements to give effect to pro forma adjustments that are (1) directly attributable to the Acquisition, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results of the Company.
The unaudited pro forma condensed combined balance sheet is based on the individual historical consolidated balance sheets of the Buyer and the Target as of March 31, 2025 and has been prepared to reflect the Acquisition as if it occurred as of such date. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024, the year ended December 31, 2023 and the three months ended March 31, 2025 combine the historical results of operations of the Buyer and the Target, giving effect to the Acquisition as if it occurred on January 1, 2023.
The unaudited pro forma combined financial statements are presented for illustrative purposes only and are based on the estimates and assumptions set forth in the accompanying notes. They do not purport to indicate the results that would actually have been obtained had the Acquisition been completed on the assumed date or for the periods presented or which may be realized in the future.
The pro forma financial statements should be read in conjunction with:
| ● | the<br> accompanying notes to the pro forma financial statements; |
|---|---|
| ● | the<br> historical unaudited condensed consolidated financial statements of the Buyer as of and for<br> the three ended March 31, 2025, and the related notes, which are included in the Company’s<br> Quarterly Report on Form 10-Q filed with the SEC on May 14, 2025 (the “Form 10-Q”); |
| ● | the<br> historical audited consolidated financial statements of the Buyer as of and for the year<br> ended December 31, 2024, and the related notes, which are included in the Buyer’s Annual<br> Report on Form 10-K filed with the SEC on March 28, 2025 (the “Form 10-K”); |
| ● | the<br> historical audited consolidated financial statements of the Buyer as of and for the year<br> ended December 31, 2023, and the related notes, which are included in the Buyer’s Annual<br> Report on Form 10-K filed with the SEC on March 29, 2024 (the “Form 10-K”); |
| ● | the<br> historical unaudited financial statements of the Target as of and for the three months ended<br> March 31, 2025, and the related notes, included as Exhibit 99.2 to this Current Report; and |
| ● | the<br> historical audited financial statements of the Target as of and for the year ended December<br> 31, 2024 and 2023, and the related notes, included as Exhibit 99.2 to this Current Report;<br> and |
| ● | the<br> Acquisition Agreement filed as Exhibit 2.1 to the Original Form 8-K. |
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2025
| Buyer <br><br> Historical | Target <br><br> Historical | Acquisition <br><br> Pro Forma <br><br> Adjustments | Pro Forma <br><br> Combined | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash | $ | 5,364,434 | $ | 87,192 | $ | (1,236,646 | ) | 1 | $ | 4,214,980 | ||
| Receivables, net | - | 103,901 | - | 103,901 | ||||||||
| Prepaid expenses and deposits | 842,199 | - | - | 842,199 | ||||||||
| Other receivables | 52,140 | - | - | 52,140 | ||||||||
| Investment in securities- current | 557,375 | - | - | 557,375 | ||||||||
| Inventory | - | 136,108 | 81,317 | 2 | 217,425 | |||||||
| Inventory deposits | - | 23,468 | - | 23,468 | ||||||||
| Loan receivable- shareholder | - | 53,498 | (53,498 | ) | 3 | - | ||||||
| Total current assets | 6,816,148 | 404,167 | (1,208,827 | ) | 6,011,488 | |||||||
| Intangibles, net | 2,072,632 | - | 1,014,444 | 2 | 3,087,076 | |||||||
| Total assets | $ | 8,888,780 | $ | 404,167 | $ | (194,383 | ) | $ | 9,098,564 | |||
| LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable and accrued liabilities | $ | 384,418 | $ | 144 | $ | 1,879 | $ | 386,441 | ||||
| Accounts payable and accrued liabilities – Related party | - | 1,879 | (1,879 | ) | - | |||||||
| Due to related parties | 375,850 | - | - | 375,850 | ||||||||
| Contingent Earn-out Liability | - | - | 207,761 | 4 | 207,761 | |||||||
| Total current liabilities | 760,268 | 2,023 | 207,761 | 970,052 | ||||||||
| Total liabilities | 760,268 | 2,023 | 207,761 | 970,052 | ||||||||
| Shareholders’ (deficit) equity: | ||||||||||||
| Share capital | - | 10,000 | (10,000 | ) | 5 | - | ||||||
| Series B preferred stock | 637 | - | - | 637 | ||||||||
| Common stock | 71 | - | - | 71 | ||||||||
| Retained earnings | - | 392,144 | (392,144 | ) | 5 | - | ||||||
| Additional paid-in capital | 23,006,702 | - | - | 23,006,702 | ||||||||
| Accumulated other comprehensive income | (816 | ) | - | - | (816 | ) | ||||||
| Accumulated deficit | (14,878,082 | ) | - | - | (14,878,082 | ) | ||||||
| Total stockholders’ (deficit) equity | 8,128,512 | 402,144 | (402,144 | ) | 8,128,512 | |||||||
| Total liabilities and stockholders’ (deficit) equity | $ | 8,888,780 | $ | 404,167 | $ | (194,383 | ) | $ | 9,098,564 |
The accompanying notes are an integral part of these financial statements
2
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTOF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
| Buyer <br><br> Historical | Target <br><br> Historical | Acquisition <br><br> Pro Forma <br><br> Adjustments | Pro Forma <br><br> Combined | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sales | $ | - | $ | 108,850 | $ | - | $ | 108,850 | |||||
| Cost of Goods Sold | - | 81,119 | - | 81,119 | |||||||||
| Gross Profit | - | 27,731 | - | 27,731 | |||||||||
| Operating expenses: | |||||||||||||
| Depreciation and amortization of intangible assets | 1,085 | - | - | 1,085 | |||||||||
| Marketing and promotion | 35,594 | - | - | 35,594 | |||||||||
| Consulting fees | 547,557 | - | - | 547,557 | |||||||||
| Office and administrative | 209,031 | 10,240 | 66,657 | a | 285,928 | ||||||||
| Professional fees | 266,468 | 2,643 | - | 269,111 | |||||||||
| Investor relations | 69,950 | - | - | 69,950 | |||||||||
| Research and development | 32,433 | - | - | 32,433 | |||||||||
| Foreign exchange (gain) loss | 386 | - | - | 386 | |||||||||
| Travel and entertainment | 39,220 | - | - | 39,220 | |||||||||
| Salaries and wages | - | 20,847 | (20,847 | ) | a | - | |||||||
| Total operating expenses | 1,201,724 | 33,730 | 45,810 | 1,281,264 | |||||||||
| Loss from operations | (1,201,724 | ) | (5,999 | ) | (45,810 | ) | (1,253,533 | ) | |||||
| Other income (expense): | |||||||||||||
| Gain on the termination of the intangible asset | 129,613 | - | - | 129,613 | |||||||||
| Interest income | 28,856 | - | - | 28,856 | |||||||||
| Interest expense | (10,474 | ) | - | - | (10,474 | ) | |||||||
| Realized loss on investments | (466,678 | ) | - | - | (466,678 | ) | |||||||
| Unrealized loss on investments | (60,404 | ) | - | - | (60,404 | ) | |||||||
| Total other income (expense) | (379,087 | ) | - | - | (379,087 | ) | |||||||
| Loss from continuing operations | (1,580,811 | ) | (5,999 | ) | (45,810 | ) | (1,632,620 | ) | |||||
| Loss from discontinued operations | (27,644 | ) | - | - | (27,644 | ) | |||||||
| Net loss | (1,608,455 | ) | (5,999 | ) | (45,810 | ) | (1,660,264 | ) | |||||
| Other comprehensive income (loss) | |||||||||||||
| Currency translation adjustment | (479 | ) | - | - | (479 | ) | |||||||
| Total comprehensive loss | $ | (1,608,934 | ) | $ | (5,999 | ) | $ | (45,810 | ) | $ | (1,660,743 | ) | |
| Net loss per share - basic and diluted: | |||||||||||||
| Continuing operations | $ | (2.902 | ) | $ | (2.997 | ) | |||||||
| Discontinued operations | (0.051 | ) | (0.051 | ) | |||||||||
| Weighted average of common shares outstanding - basic and diluted | 544,715 | 544,715 |
The accompanying notes are an integral part of these financial statements
3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTOF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
| Buyer<br><br> Historical | Target<br><br> Historical | Acquisition<br><br> Pro Forma<br><br> Adjustments | Pro Forma<br><br> Combined | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sales | $ | - | $ | 952,304 | $ | - | $ | 952,304 | ||||
| Cost of Goods Sold | - | 603,728 | - | 603,728 | ||||||||
| Gross Profit | - | 348,576 | - | 348,576 | ||||||||
| Operating expenses: | ||||||||||||
| Depreciation and amortization of intangible assets | 546 | - | - | 546 | ||||||||
| Marketing and promotion | 292,522 | - | - | 292,522 | ||||||||
| Consulting fees | 1,367,273 | - | - | 1,367,273 | ||||||||
| Office and administrative | 1,092,576 | 67,654 | 259,868 | a | 1,420,098 | |||||||
| Professional fees | 563,242 | 8,157 | - | 571,399 | ||||||||
| Investor relations | 208,326 | - | - | 208,326 | ||||||||
| Research and development | 104,654 | - | - | 104,654 | ||||||||
| Foreign exchange (gain) loss | 5,846 | - | - | 5,846 | ||||||||
| Travel and entertainment | 28,581 | - | - | 28,581 | ||||||||
| Salaries and wages | - | 238,050 | (238,050 | ) | a | - | ||||||
| Total operating expenses | 3,663,566 | 313,861 | 21,818 | 3,999,245 | ||||||||
| Income (loss) from operations | (3,663,566 | ) | 34,715 | (21,818 | ) | (3,650,669 | ) | |||||
| Other income (expense): | ||||||||||||
| Change in fair value of derivative liabilities | 369,158 | - | - | 369,158 | ||||||||
| Interest income | 12,891 | - | - | 12,891 | ||||||||
| Interest expense | (735,197 | ) | - | - | (735,197 | ) | ||||||
| Realized loss on investments | - | - | - | - | ||||||||
| Unrealized loss on investments | - | - | - | - | ||||||||
| Total other income (expense) | (353,148 | ) | - | - | (353,148 | ) | ||||||
| Income (loss) from continuing operations | (4,016,714 | ) | 34,715 | (21,818 | ) | (4,003,817 | ) | |||||
| Loss from discontinued operations | (2,229,023 | ) | - | - | (2,229,023 | ) | ||||||
| Net income (loss) | (6,245,737 | ) | 34,715 | (21,818 | ) | (6,232,840 | ) | |||||
| Other comprehensive income (loss) | ||||||||||||
| Currency translation adjustment | (539 | ) | - | - | (539 | ) | ||||||
| Total comprehensive income (loss) | $ | (6,246,276 | ) | $ | 34,715 | $ | (21,818 | ) | $ | (6,233,379 | ) | |
| Net income (loss) per share - basic and diluted: | ||||||||||||
| Continuing operations | $ | (50.473 | ) | $ | (50.311 | ) | ||||||
| Discontinued operations | (28.009 | ) | (28.009 | ) | ||||||||
| Weighted average of common shares outstanding - basic<br> and diluted | 79,582 | 79,582 |
The accompanying notes are an integral part of these financial statements
4
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTOF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
| Buyer<br><br> Historical | Target<br><br> Historical | Acquisition<br><br> Pro Forma<br><br> Adjustments | Pro Forma<br><br> Combined | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sales | $ | - | $ | 1,199,114 | $ | - | $ | 1,199,114 | ||||
| Cost of Goods Sold | - | 741,055 | - | 741,055 | ||||||||
| Gross Profit | - | 458,059 | - | 458,059 | ||||||||
| Operating expenses: | ||||||||||||
| Depreciation and amortization of intangible assets | 554 | - | - | 554 | ||||||||
| Marketing and promotion | 256,450 | - | - | 256,450 | ||||||||
| Consulting fees | 279,767 | - | - | 279,767 | ||||||||
| Office and administrative | 347,653 | 172,653 | 95,242 | a | 615,548 | |||||||
| Professional fees | 132,600 | 10,304 | - | 142,904 | ||||||||
| Investor relations | 91,009 | - | - | 91,009 | ||||||||
| Research and development | 7,410 | - | - | 7,410 | ||||||||
| Foreign exchange (gain) loss | 6,130 | - | - | 6,130 | ||||||||
| Travel and entertainment | 19,385 | - | - | 19,385 | ||||||||
| Salaries and wages | - | 267,590 | (267,590 | ) | a | - | ||||||
| Total operating expenses | 1,140,958 | 450,547 | (172,348 | ) | 1,419,157 | |||||||
| Income (loss) from operations | (1,140,958 | ) | 7,512 | 172,348 | (961,098 | ) | ||||||
| Other income (expense): | ||||||||||||
| Listing expense | (450,079 | ) | - | - | (450,079 | ) | ||||||
| Change in fair value of derivative liabilities | (71,266 | ) | - | - | (71,266 | ) | ||||||
| Interest income | 5,564 | - | - | 5,564 | ||||||||
| Total other income (expense) | (515,781 | ) | - | - | (515,781 | ) | ||||||
| Income (loss) from continuing operations | (1,656,739 | ) | 7,512 | 172,348 | (1,476,879 | ) | ||||||
| Loss from discontinued operations | (2,644,778 | ) | - | - | (2,644,778 | ) | ||||||
| Net loss | (4,301,517 | ) | 7,512 | 172,348 | (4,121,657 | ) | ||||||
| Other comprehensive income (loss) | ||||||||||||
| Currency translation adjustment | 91 | - | - | 91 | ||||||||
| Total comprehensive loss | $ | (4,301,426 | ) | $ | 7,512 | $ | 172,348 | $ | (4,121,566 | ) | ||
| Net loss per share - basic and diluted: | ||||||||||||
| Continuing operations | $ | (215.834 | ) | $ | (192.402 | ) | ||||||
| Discontinued operations | (344.552 | ) | (344.552 | ) | ||||||||
| Weighted average of common shares outstanding - basic<br> and diluted | 7,676 | 7,676 |
The accompanying notes are an integral part of these financial statements
5
Notesto Unaudited Pro Forma Condensed
CombinedFinancial Statements
Note 1 - Accounting for the Acquisition
The unaudited pro forma combined financial statements give effect to the Acquisition under the acquisition method of accounting in accordance with Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), with the Buyer treated as the acquirer. Under the acquisition method, the total purchase consideration is allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the date of the Closing. The excess of the total purchase consideration over the estimated fair value of the net identifiable assets acquired, if any, is recorded as goodwill.
For purposes of estimating the fair value, where applicable, of the assets acquired and liabilities assumed as reflected in the unaudited pro forma combined financial information, the Company has applied the guidance in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which establishes a framework for measuring fair value. In accordance with ASC 820, fair value is an exit price and is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”
As of the date of this Current Report on Form 8-K/A (this “Current Report”), the Company has not finalized the valuation work necessary to arrive at the final fair values of the assets acquired and liabilities assumed. Accordingly, the allocation of purchase price included in these pro forma financial statements is based on preliminary estimates. The purchase price allocation in the accompanying preliminary unaudited pro forma financial statements is subject to further adjustments as additional information becomes available and as additional analyses are performed. There can be no assurance that the finalization of the valuation work will not result in material changes from the preliminary purchase price allocation.
As of the Closing Date, the total consideration for the Acquisition included the following:
| Cash consideration at Closing | $ | 1,148,000 |
|---|---|---|
| Working capital adjustment | 88,646 | |
| Earnout liability | 207,761 | |
| Total consideration | $ | 1,444,407 |
The Buyer is obligated to pay contingent consideration of up to $250,000 if the Target achieves specified revenue and debt-free performance milestones during its 2025 fiscal year. This contingent consideration represents part of the purchase consideration and is required to be recognized at fair value as of the acquisition date in accordance with ASC 805. The estimated fair value of the earnout, based on the Target’s 2024 sales performance, has been included in the total consideration transferred and reflected in the preliminary purchase price allocation. Subsequent changes in the fair value of the contingent consideration liability, if any, will be recognized in earnings in the period in which they arise.
6
The preliminary allocation of the purchase consideration to the estimated fair values of assets acquired and liabilities assumed is as follows:
| Assets purchased: | ||
|---|---|---|
| Cash | $ | 87,192 |
| Receivables, net | 103,901 | |
| Inventory | 217,425 | |
| Inventory deposits | 23,468 | |
| Intangibles and goodwill | 1,014,444 | |
| Total assets acquired | 1,446,430 | |
| Liabilities assumed | ||
| Accounts payable and accrued liabilities | 2,023 | |
| Total liabilities assumed | 2,023 | |
| Total consideration | $ | 1,444,407 |
Note 2 - Basis of Presentation
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of the Buyer upon consummation of the Acquisition and the other events contemplated by the Acquisition Agreement in accordance with accounting principals generally accepted in the United States.
The assumptions and estimates underlying the unaudited pro forma adjustments presented in the unaudited pro forma condensed combined financial information are described in the accompanying notes. The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Acquisition occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of the Buyer following the consummation of the Acquisition. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. The Buyer and the Target had no historical relationship prior to the transactions discussed in this Current Report. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
7
Note 3 - Reclassification Adjustments
The unaudited pro forma condensed combined balance sheet and condensed combined statements of operations have been adjusted to reflect certain reclassifications of the Target’s historical financial statements to conform to the Buyer’s financial statement presentation.
Note 4 - Pro Forma Adjustments
Adjustments to Unaudited Pro Forma CondensedCombined Balance Sheet
| 1. | Reflects<br> the cash consideration due at Closing net of adjustment for the estimated target working<br> capital of $260,000. |
|---|---|
| 2. | Reflects<br> the fair value adjustment to inventory acquired and the allocation of the excess of the fair<br> value of the consideration over the fair value of the assets acquired and liabilities assumed<br> to intangibles and goodwill. The preliminary pro forma purchase price allocation is estimated<br> and is subject to change upon a completed valuation of the acquired assets and assumed liabilities<br> as of the date of the Closing. |
| --- | --- |
| 3. | Reflects<br> the settlement of the shareholder loan receivable as part of the target working capital adjustment. |
| --- | --- |
| 4. | Reflects<br> the estimated fair value of the $250,000 earn-out consideration to be paid in conjunction<br> with the Acquisition. |
| --- | --- |
| 5. | Reflects<br> the elimination of the historical equity balance of the Target. |
| --- | --- |
Adjustments to Unaudited Pro Forma CondensedCombined Statements of Operations
| a. | Reflects<br> the reclassification of salaries and wages to office and administrative expenses, and adjustments<br> to salaries and rent expense to reflect new agreements entered into as of the Closing, which<br> will be applicable on a go forward basis. |
|---|
8