EXHIBIT 99.1

Well Adjusted Venture, LLC and Affiliate

Consolidated Financial Statements

as of December 31, 2018, and December 31, 2017 and

for the years ended December 31, 2018 and 2017

Independent Auditor's Report

To the Board of Directors and Member
Well Adjusted Ventures, LLC

We have audited the accompanying consolidated financial statements of Well Adjusted Ventures, LLC (the "Company"), which are comprised of the consolidated balance sheets as of December 31, 2018 and 2017 and the related consolidated statements of operations, member’s equity, and cash flows for each of the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated 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 consolidated financial statements based on our audits. We conducted our audits 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Well Adjusted Ventures, LLC as of December 31, 2018 and 2017 and the results of their operations and their cash flows for each of the years then ended in accordance with accounting principles generally accepted in the United States of America.

October 24, 2019

Denver, Colorado

WELL ADJUSTED VENTURE LLC AND AFFILIATE

CONSOLIDATED STATEMENTS OF FINANCIAL POSITIONS

The accompanying notes are an integral part of these consolidated financial statements

WELL ADJUSTED VENTURE LLC AND AFFILIATE

CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these consolidated financial statements

WELL ADJUSTED VENTURE LLC AND AFFILIATE

CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these consolidated financial statements

WELL ADJUSTED VENTURE LLC AND AFFILIATE

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' DEFICIT

The accompanying notes are an integral part of these consolidated financial statements

WELL ADJUSTED VENTURE LLC AND AFFILIATE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Well Adjusted Venture LLC and Sahagun Chiropractic Corporation (collectively, the “Company”) was formed for the purpose of operating a franchise for The Joint Corp. ("The Joint"), a franchisor that specializes in providing affordable, convenient, and accessible chiropractic care through licensed chiropractic professionals.

On August 15, 2019, Well Adjusted Venture LLC entered into an agreement with The Joint in which it sold substantially all of the assets of the developed franchise and terminated its franchise rights under the franchise agreement for consideration of $325,000.

Basis of Presentation

The preparation of the Company’s accompanying financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the amount of assets, liabilities, revenue, costs, expenses and other (expenses) income that are reported in the financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events, historical experience, actions that the Company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates.

Basis of Consolidation

The audited consolidated financial statements include the results of Well Adjusted Venture LLC and the professional corporation, Sahagun Chiropractic Corporation, a California professional service corporation (the “PC”). All intercompany balances and transactions have been eliminated upon consolidation.

Variable Interest Entities (VIE)

The Company does not own its chiropractic practice, as California is one of the states that regulate the practice of chiropractic care and require that chiropractic services be provided by legal entities organized under state laws as professional corporations. As such, the Company entered into a long-term management agreement with the PC which is owned by the licensed chiropractor, which, in turn, employ or contract with chiropractors who provide professional chiropractic cares in the Company’s clinic. The management agreement has terms that provide for the Company to conduct, supervise, and manage the day-to-day non-clinical operations of the clinic and provide all management and administrative services. The Company receives a fixed management fee for these services. Based on the provisions of the agreement, the Company has determined that it has the power to control certain significant non-clinical activities of the PC. Accordingly, the PC is a VIE for which the Company is the primary beneficiary and must consolidate the VIE as defined by Accounting Standards Codification 810 – Consolidations.

Comprehensive Income

Net income and comprehensive income are the same for the years ended December 31, 2018 and 2017.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and credit quality of, the financial institutions with which it invests. The Company had no cash equivalents as of December 31, 2018 and 2017.

Franchise Fees

For each franchise purchased by the Company, a fee of $29,000 is paid to The Joint. The fees are amortized on a straight-line basis over a period of 10 years, which is the term of the franchise agreement. 

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over estimated useful lives of three to seven years. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the assets. Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income.

Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to estimated undiscounted future cash flows in its assessment of whether or not long-lived assets are recoverable. No impairments of long-lived assets were recorded for the years ended December 31, 2018 and 2017.

Revenue Recognition

The Company earns revenues from clinics that it owns and operates, and revenues are recognized when services are performed. The Company offers a variety of membership and wellness packages which feature discounted pricing as compared with its single-visit pricing.  Amounts collected in advance for membership and wellness packages are recorded as deferred revenue and recognized when the service is performed.

Royalties and Advertising Fees

Pursuant to the franchise agreements, the Company is required to pay royalties and advertising fees to The Joint based on a percentage of sales, including 7% for royalties and 2% for advertising fees. Total royalties and advertising fees for the years ended December 31, 2018 and 2017 were $46,708, and $41,456, respectively. 

Advertising Costs

The Company expenses advertising costs as incurred. Advertising expenses for the years ended December 31, 2018 and 2017 were $10,380, and $9,213, respectively. 

Income Taxes

The Company has elected to be treated as a limited liability company for income tax purposes. Accordingly, taxable income and losses of the Company are reported on the income tax returns of the members, and no provision for federal income taxes has been recorded on the accompanying financial statements.

The Company applies a more likely than not measurement methodology to reflect the financial statement impact of uncertain tax positions taken or expected to be taken in a tax return. If taxing authorities were to disallow any tax positions taken by the Company, the additional income taxes, if any, would be imposed on the Company's members rather than on the Company. Accordingly, there would be no effect on the Company's financial statements.

Off-Balance Sheet Arrangements

An off-balance sheet arrangement is any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has an obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

As of December 31, 2018, and 2017, the member of the Company had an outstanding loan of $47,337, and $173,086, respectively, with a lender where the member had agreed to provide a pledge of 100% interest in the Company as a security against the moneys owed. The lender has since agreed to remove the lien and the clinic is unencumbered as of October 22, 2019.

Recent Accounting Pronouncements

Newly Issued Accounting Standards Not Yet Adopted

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 - Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard also calls for additional disclosures around the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard becomes effective for the Company as of the acquisition date by The Joint.

In February 2016, the FASB issued the guidance of Accounting Standards Codification 842 – Leases. The new guidance will require lessees to recognize a right-of-use asset and a lease liability for virtually all leases, other than leases with a term of 12 months or less, and to provide additional disclosures about leasing arrangements. The Company will adopt this standard using the modified retrospective approach. The Company is still finalizing its adoption procedures, but it anticipates that the adoption of this standard will result in the recognition of additional right-of-use assets and lease liabilities for minimum commitments under noncancelable operating leases of approximately $210,000 as of the date of adoption.

The Company reviewed other newly issued accounting pronouncements and concluded that they either are not applicable to the Company's operations or that no material effect is expected on the Company's financial statements upon future adoption.

Note 2: Property and Equipment

Property and equipment consist of the following:

Depreciation expense was $12,600 and $14,008 for the years ended December 31, 2018, and 2017, respectively.

Note 3: Franchise fees

Franchise fees consist of the following:

Amortization expense related to the Company’s franchise fees were $2,900 and $2,900 for the years ended December 31, 2018 and 2017, respectively.

Estimated amortization expense for 2019 and subsequent years is as follows:

Note 4: Commitments and Contingencies

The Company leases facilities under non-cancelable operating leases. Rent expenses for the years ended December 31, 2018 and 2017 were $56,089 and $59,991, respectively.

Future minimum lease payments under these leases are approximately as follows:

Litigation

In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company.

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