KELLTON TECH, INC.

CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31, 2018

TABLE OF CONTENTS

INDEPENDENT AUDITOR’S REPORT .......................................................................................................... 1-2

FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET ........................................................................................................... 3-4

CONSOLIDATED STATEMENT OF INCOME ................................................................................................ 5

CONSOLIDATED STATEMENT OF SHAREHOLDER’S EQUITY ...................................................................... 6

CONSOLIDATED STATEMENT OF CASH FLOW ........................................................................................... 7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS .......................................................................... 8-13

KELLTON TECH, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDER’S

EQUITY YEAR ENDED DECEMBER 31, 2018

Common Stock

Additional Paid In Capital

Retained Earnings Total

Balance at December 31, 2017 $546,000 1,716,000 5,589,404 7,851,404 Capital Contribution 501,000 501,000 Net Income 1,922,690 1,922,690 Less: Bokanyi Consulting Inc Disinvestment

(86,141) (86,141)

Balance at December 31, 2018 $546,000 2,217,000 7,598,235 10,361,235

The accompanying notes are an integral part of the consolidated financial statements.

KELLTON TECH, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2018

CASH FLOWS FROM OPERATING ACTIVITIES Net Income before Taxes $ 2,716,472 Adjustments to reconcile net loss to net cash generated from operating activities:

Depreciation 117,667 Changes in operating assets and liabilities:

(Increase)/decrease in account receivables 9,493,872 (Increase)/ decrease in prepaid & other current assets (2,913,524) Increase/(decrease) in accounts payable (6,434,011) Increase/(decrease) in other liabilities (436,178)

Net cash from operating activities 2,544,299 CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment (598,500) Investments - Contingent consideration payments (1,669,919)

Net cash used in investing activities (2,268,419) CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment on note payable - Proceeds on borrowings, net (1,059,922) Capital contribution 501,000

Net cash generated from financing activities (558,922)

Net increase/(decrease) in cash and cash equivalents (283,042) Cash and cash equivalents at the beginning of the year 802,277 Cash and cash equivalents at the end of the year $ 519,235

The accompanying notes are an integral part of the consolidated financial statements.

KELLTON TECH, INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

NATURE OF OPERATIONS:

The consolidated financial statements include the accounts of Kellton Tech, Inc. ("Kellton") and its wholly owned subsidiaries (collectively referred to as the as the "Company"): eVantage Solutions, Inc. ("eVantage"), SupremeSoft Global, Inc. ("SSG"), Vivos Professional Services, Inc. ("Vivos") and Planet Pro Inc (Planetpro). The Company delivers information technology services relating to the design, implementation and management of complex projects to customers throughout the United States of America.

Kellton Tech, lnc. is a wholly-owned subsidiary of Kellton Tech Solutions Limited ("Kellton Ltd."), a company listed on the Bombay Stock Exchange and the National Stock Exchange of India.

Note:

1. SIGNIFICANT ACCOUNTING PRACTICES AND POLICIES:

Significant accounting practices and policies followed in the preparation of the accompanying consolidated financial statements are set forth below:

Principles of Consolidation

The consolidated financial statements include the accounts of Kellton and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Basis of Presentation and Use of Estimates

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.

Note:

1. SIGNIFICANT ACCOUNTING PRACTICES AND POLICIES (Continued..)

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all unrestricted highly liquid investments with original maturities of three months or less from their purchase date to be cash equivalents.

Accounts Receivable

Accounts receivable are recorded at net realized value. Management regularly assesses the collectability of the Company's accounts receivable taking into account factors such as changes in the customer's creditworthiness, general economic conditions and conditions affecting the customer's industry. At December 31, 2018, management has determined that no allowance for doubtful accounts was needed. Unbilled Revenue

The Company records unbilled revenue for earned as of December 31, 2018, but not yet billed due to customer contracts. The Company expects all unbilled revenue to be collected. Property and Equipment

Property and equipment are stated at acquisition cost. Depreciation is charged against income over the estimated useful lives of the related property and equipment under the straight-line and accelerated methods. Maintenance and repairs are charged to expense as incurred. Depreciation charged against income during the year amounted to $117,667 Intangible Assets - Goodwill

Goodwill represents the excess cost over the fair value of net assets through acquisitions. Goodwill and other intangible assets with indefinite useful lives are not subject to amortization, but instead evaluated on an annual basis for impairment. Impairment will occur if the unit carrying value exceeds the assets implied fair value. During the year ended December 31, 2018, no charge for goodwill impairment was required. Revenue Recognition

The Company recognizes revenue from consulting services as services are provided. Additionally, direct expenses, such as travel, are billed back to clients. Expense Recognition

Advertising costs are charged to expense as incurred and totaled $32,669 for the year ended December 31, 2018.

Note:

2. CONCENTRATIONS OF CREDIT RISK The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant or unusual credit risk on cash and cash equivalents.

3. ACCRUED EXPENSES Accrued expenses consist of the following:

Payroll and payroll taxes $999,893 Interest 54,062 Consultants 2,264,647 Supplier Rebate 37,743 Miscellaneous 781,428

$ 41,37,773

4. RELATED PARTY TRANSACTIONS The Company has a borrowed a funds from affiliate companies, which has the same ownership group. The advances are due on demand without interest and the balance at December 31, 2018 was $1,047,118.

5. ACQUISITION INDEBTEDNESS PAYABLE Upon acquisition of its wholly-owned subsidiaries, the Company reached agreements with the sellers of those companies which called for, among other provisions, future payments of acquisition amounts. The balance of $2,086,265 represents management's estimate, as of December 31, 2018, of the amount that will ultimately be paid under these agreements. The amounts are payable based on the provisions of the agreements, and mature in 2018-19.

Note:

6. NOTES PAYABLE Notes payable consist of the following: Notes payable, maturing at various dates through Dec, 2019, Payable in bi-weekly installments totaling $59,834 with interest at rates ranging from 10% - 15% and secured by a security interest in the outstanding accounts receivable of the Company.

$572,703

Note payable, payable in monthly installments of $27,777 with an interest rate of prime plus 3%) and matures in June 2019. The notes is secured by the Company assets and officer life insurance policies.

$212,618

Note payable, maturing July 2019, and payable in quarterly installments of $140,000. Interest, payable monthly, is at 3% above the LIBOR rate. The note is secured by corporate assets, and a standby Letter of Credit issued by Kellton, Ltd.

$620,000

7. LONG TERM DEBT

Note payable, payable in quarterly installments of $120,000. Interest, payable monthly, is at 2% above the LIBOR rate. The note is secured by corporate assets, and a standby Letter of Credit in issued by Kellton, Ltd.

$2,820,000

Note payable, and payable in quarterly installments of $200,000. Interest, payable monthly, is at 2% above the LIBOR rate. The note is secured by corporate assets, and a standby Letter of Credit issued by Kellton, Ltd.

$1,971,265

Total $4,791,265

Less current portion ($1,280,000)

$3,511,265

Note:

8. INCOME TAXES The Company files a consolidated federal tax return. Deferred income taxes reflect the tax effect of differences between amounts recorded for financial reporting purposes and for income tax purposes. The tax effects of significant temporary differences that give rise to deferred income tax assets and liabilities are as follows: The provision (benefit) for income taxes reflected in the determination of net income (loss) is summarized as follows for the year ended December 31, 2018:

Current Federal $ 632,215 State 111,567 743,782 Deferred $50,000 Income Tax Provision $ 793,782

9. EMPLOYEE BENEFITS PLAN

The Company maintains a 40 l (k) retirement plan for the benefit of all eligible employees. The plan allows eligible employees to defer a portion of their annual compensation pursuant to Section 40l(k) of the Internal Revenue Code. The Company did match any employee deferrals during 2018.

10. COMMITMENT The Company leases office space under operating leases that expire at various dates through October 2019. The Company records rent expense using the straight-line method over the life of the lease terms, which differs from the amount of rent due under the terms of leases, resulting in a deferred rent payable at December 31, 2018. The Leases require certain deposits be maintained by the landlords; the Company bas issued a letter of credit in the amount of $35,000 as security for one of the leases. Future minimum 1ease payments under the operating lease as of December 31, 2018 are as follows:

2019 $35,899 Total $35,899

Rent expense incurred for 2018 totaled $237,265

Note:

11. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through May ,2019, the date which the financial statements were available to be issued. During 2019, the Company disinvested Supreme Soft Global Inc.