Exhibit 99.2


MOSBEST, LLC, dba Stateside



DECEMBER 31, 2020





MOSBEST, LLC, dba Stateside


Index to the Financial Statements
As of December 31, 2020


Independent Auditor’s Report F-3
Balance Sheet F-4
Statement of Operations F-5
Statement of Member’s Equity F-6
Statement of Cash Flows F-7
Notes to Financial Statements F-8









To the Member

Mosbest, LLC, dba Stateside
Los Angeles, California


We have audited the accompanying financial statements of Mosbest, LLC, dba Stateside, a California limited liability company (the “Company”), which comprise the balance sheet as of December 31, 2020, and the related statements of operations, member’s equity, and cash flows for the year 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 financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.


Auditor’s Responsibility


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


An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.


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




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


  /s/ Armanino LLP
  Los Angeles, California


September 2, 2021 







MOSBEST, LLC, dba Stateside





December 31,


Current assets:     
Cash  $251,381 
Accounts receivable   56,926 
Due from factor   378,880 
Inventory   386,756 
Due from related parties   97,472 
Prepaid expenses and other current assets   11,036 
Total current assets   1,182,451 
Fixed assets, net   17,838 
Deposits   9,594 
Total assets  $1,209,883 
Current liabilities:     
Accounts payable  $289,613 
Accrued liabilities   23,673 
Loan payable, current    
Total current liabilities   313,286 
Loan payable, net of current portion    
Total liabilities   313,286 
Commitments and contingencies (Note 8)     
Member’s equity   896,597 
Total member’s equity   896,597 
Total liabilities and member’s equity  $1,209,883 


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





MOSBEST, LLC, dba Stateside





Year Ended
December 31,


Net revenues  $3,187,512 
Cost of goods sold   1,485,726 
Gross profit   1,701,786 
Operating expenses:     
General and administrative   1,192,241 
Distribution   155,483 
Sales and marketing   838,638 
Total operating expenses   2,186,362 
Loss from operations   (484,577)
Other income (expenses), net     
Other income   261,035 
Other expenses    
Total other income (expenses), net   261,035 
Provision for income taxes   800 
Net loss  $(224,341)


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





MOSBEST, LLC, dba Stateside




Balances at December 31, 2019  $1,424,263 
Distributions   (303,325)
Net loss   (224,341)
Balances at December 31, 2020  $896,597 


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





MOSBEST, LLC, dba Stateside





Year Ended
December 31,


Cash flows from operating activities:     
Net loss  $(224,341)
Adjustments to reconcile net loss to net cash used in operating activities:     
Gain on forgiveness of debt   (251,221)
Depreciation and amortization   55,207 
Non-cash contributions    
Changes in operating assets and liabilities:     
Accounts receivable   221,173 
Due from factor   (322,367)
Inventory   283,467 
Prepaid expenses and other current assets   26,663 
Accounts payable   (143,680)
Accrued liabilities   (97,397)
Net cash used in operating activities   (452,496)
Cash flows from investing activities:     
Advances to related parties    
Deposits   (9,594)
Net cash used in investing activities   (9,594)
Cash flows from financing activities:     
Proceeds from loan payable   251,221 
Advances from factor   667,907 
Distributions   (303,325)
Net cash provided by financing activities   615,803 
Net change in cash and cash equivalents   153,713 
Cash and cash equivalents at beginning of year   97,668 
Cash and cash equivalents at end of year  $251,381 
Supplemental disclosure of cash flow information:     
Cash paid for income taxes  $800 
Cash paid for interest  $ 


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





MOSBEST, LLC, dba Stateside






Mosbest, LLC, dba Stateside, (the “Company”) was formed on November 8, 2010, in the State of California. The Company’s headquarters are located in Los Angeles, California.


The Company operates a clothing business of women’s garments for casual wear, including blouses, dresses, loungewear, and more. Our team created a collection of elevated American basics influenced by the evolution of the classic t-shirt. All garments are designed and produced in Los Angeles.




Basis of Presentation


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


Use of Estimates


Preparation of the financial statements in conformity with U.S. GAAP requires us to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could ultimately differ from these estimates. It is reasonably possible that changes in estimates may occur in the near term.


Risks and Uncertainties


On January 30, 2020, the World Health Organization declared the coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The negative impact the global pandemic has had on the Company in 2020 is significant, given Stateside revenue is linked to domestic and local locations and offices for operations ranging from production to shipment of goods to customers — all of which were forced to close for a duration of 2020, per local requirements around continued operations for essential vs. non-essential businesses.


Fair Value of Financial Instruments


Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect our assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:


Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.


Level 2 — Include other inputs that are directly or indirectly observable in the marketplace.


Level 3 — Unobservable inputs which are supported by little or no market activity.


The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.





Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to us as of December 31, 2020. Fair values of the Company’s financial instruments were assumed to approximate carrying values because of the instruments’ short-term nature.




The Company maintains its cash in various commercial banks in the United States (“U.S.”). Accounts at U.S. banks are insured by the Federal Deposit Insurance Corporation up to $250,000. While the Company’s accounts at these institutions, at times, may exceed the federally insured limits, management believes that the risk of loss is not significant and the Company has not experienced any losses in such accounts to date.


Accounts Receivable


Accounts receivable are recorded at the invoiced amount and are non-interest-bearing. As of December 31, 2020, there were no allowances for credit losses.




Inventory consists of raw materials purchased from the Company’s suppliers, work in progress, finished goods and amounts held on consignment. Inventory is valued at the lower of first-in, first-out, cost, or net realizable value.


Fixed Assets, Net


Fixed assets are stated at cost less accumulated depreciation. The Company’s fixed assets are depreciated using the straight-line method over the estimated useful life of three (3) to seven (7) years. Leasehold improvements are depreciated over the lesser of the term of the respective lease or estimated useful economic life. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations.


Impairment of Long-Lived Assets


The Company reviews its long-lived assets in accordance with Accounting Standards Codification (“ASC”) 360-10-35, Impairment or Disposal of Long-Lived Assets. Under that directive, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Such group is tested for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. When such factors and circumstances exist, the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives are compared against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. For the year ended December 31, 2020, there were no impairment charges.


Revenue Recognition


In accordance with ASC Topic 606, Revenue from Contracts with Customers, the Company recognizes revenue via the sale of the Company’s merchandise to its customers. Sales contracts (purchase orders) generally have a single performance obligation, which is satisfied upon shipment of merchandise at a point in time. Revenue is measured based on the consideration stated on an invoice, net of estimated returns, chargebacks, and allowances for other deductions based upon management’s estimates and the Company’s historical experience. The Company accepts product returns from customers in line with the Company’s return policy, with each return depending on the underlying reason for and timing of the returned merchandise.


Wholesale revenues are recognized upon shipment of product to the customer. Revenues are recorded, net of expected returns, discounts and allowances. The Company reviews and refines these estimates using historical trends, seasonal results and current economic and market conditions.





E-commerce revenues of products ordered through the Company’s website are recognized upon shipment to the customers. E-commerce revenues are also reduced by expected returns and discounts.


The Company evaluates the allowance for sales returns and allowances based on historical percentages, utilizing a multiple-month lookback period. As of December 31, 2020, the Company determined no allowance for sales returns was necessary.


Cost of Goods Sold


Cost of goods sold consist of the costs of inventory sold and inbound freight. The Company includes outbound freight associated with shipping goods to customers as a component of distribution expenses as noted below.


Shipping and Handling Fees and Costs


The Company includes shipping and handling fees billed to customers within revenues. The costs associated with shipping goods to customers are recorded within distribution expenses and amounted to approximately $57,000 for the year ended December 31, 2020.




The Company expenses advertising costs as incurred. Advertising costs expensed were $20,271 for the year ended December 31, 2020.


Income Taxes


The Company is a limited liability company (LLC) classified as a partnership for federal income tax purposes, which provides for profits and losses to be reported at the individual member level for income tax purposes. The Company pays the necessary amount of distributions in order to satisfy the member’s estimated personal income tax liabilities arising from the Company’s profits. The state of California imposes an annual fee on the LLC based on the level of gross revenue of the LLC. As of December 31, 2020, the Company does not have any entity-level uncertain tax positions. The Company files income tax returns in the U.S. federal and California state jurisdictions. Generally, the Company is subject to examination by U.S. federal (or state and local) income tax authorities for three to four years from the filing of a tax return.


Concentration of Credit Risk


Cash — The Company maintains its cash with a major financial institution, which it believes to be creditworthy, located in the United States of America. The Federal Deposit Insurance Corporation insures balances up to $250,000. At times, the Company may maintain balances in excess of the federally insured limits.


Customers — As of December 31, 2020, one customer accounted for approximately 14% of accounts receivable, and accounted for approximately 12% of revenues for the year ended December 31, 2020.


Suppliers — The Company relies on a small number of vendors for raw materials and inventory purchases. Management believes that the loss of one or more of these vendors would have a material impact on the Company’s financial position, results of operations and cash flows.


Recent Accounting Pronouncements


In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability, measured on a discounted basis, the balance sheet for all leases with terms greater than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statements of operations. A modified retrospective transition approach is required for capital and operating leases existing at the date of adoption, with certain practical expedients available. The Company is currently in the process of evaluating the potential impact of this new guidance, which is effective for the Company beginning on January 1, 2022, although early adoption is permitted.





In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. Several amendments to this new guidance have also been issued by the FASB between 2016 and 2020. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. The Company is evaluating the impact of this guidance, which is effective for the Company beginning on January 1, 2023, although early adoption is permitted.




The Company assigns a portion of its accounts receivable to a third- party factoring company (“the Factor”), who assumes the credit risk with respect to the collection of non-recourse accounts receivable. The Company may request advances on the net sales factored at any time before their maturity date, and other advances at the discretion of the Factor. The Factor charges a commission on the net sales factored for credit and collection services. Should total commission and fees payable be less than $30,000 in a single year, considered to be fees charged to both the Company’s Factoring Agreement and a separate agreement with Sunnyside, LLC, then the Factor shall charge the difference between the actual fees in said year and $30,000 to the Company. Interest on advances is charged as of the last day of each month at a rate equal to the greater of either, (a) the Chase Prime Rate + (2.0%) or (b) (4.0%) per annum.


During the year ended December 31, 2020, the Company received advances from the factor of $667,907.




The Company had inventories consisting of the following:



December 31,


Raw materials  $85,966 
Work in progress   205,253 
Finished goods   89,131 
Inventory on consignment   6,407 
Inventory  $386,756 




Fixed assets, net, are comprised of the following:  



December 31,


Leasehold improvements and showrooms  $196,129 
Furniture and equipment   62,909 
Automobile   17,000 
Less: accumulated depreciation and amortization   (258,200)
Fixed assets, net  $17,838 


Depreciation and amortization expense was $55,207 for the year ended December 31, 2020.




In April 2020, the Company entered into a loan with a lender in an aggregate principal amount of $251,221 pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security (CARES) Act. The PPP Loan is evidenced by a promissory note (“Note”). Subject to the terms of the Note, the PPP Loan bears interest at a fixed rate of one percent (1%) per annum, with the first six months of interest deferred, has an initial term of two years, and is unsecured and guaranteed by the Small Business Administration. The Company may apply to the Lender for forgiveness of the PPP Loan, with the amount which may be forgiven equal to the sum of payroll costs, covered rent, and covered utility payments incurred by the Company during the applicable forgiveness period, calculated in accordance with the terms of the CARES Act. The Note provides for customary events of default including, among other things, cross-defaults on any other loan with the lender. The PPP Loan may be accelerated upon the occurrence.


In December 2020, the Company received notification from the Small Business Association that the entire PPP loan balance had been forgiven.








In May 2019, the Company advanced funds to a company partially owned by its Member. As of December 31, 2020, the amount outstanding was $97,472. These advances are unsecured, non-interest bearing, and due on demand.


The Company has a lease with the owner for its office and showroom facilities. See Note 8.


During the year ended December 31, 2020, the Company paid payroll expenses on behalf of a related party entity totaling $34,615.






The Company is not currently involved with, and does not know of any, pending or threatened litigation against the Company or any of its officers.




The Company leases office and showroom facilities in Los Angeles, California. The leases expire at various dates through November 2021 with base rents ranging from $3,100 to $9,000. The following table shows the future annual minimum obligations under lease commitments in effect at December 31, 2020:


2021  $67,620 




As of December 31, 2020, the Company had a single member. During the year ended December 31, 2020, member distributions were $303,325.


The sole member has exclusive and complete authority over the activities of the Company.


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







The Company has evaluated subsequent events that occurred through September 2, 2021, the issuance date of these financial statements.


In January 2021, the Company entered into a second PPP Loan for proceeds of $222,095.


On August 30, 2021, Digital Brands Group, Inc., a Delaware corporation (DBG”), entered into a Membership Interest Purchase Agreement (the “MIPA”) with Moise Emquies (“Seller”) pursuant to which DBG acquired all of the issued and outstanding membership interests of the Company. Pursuant to the MIPA, Seller, as the holder of all of the outstanding membership interests of the Company, exchanged all of such membership interests for $5.0 million in cash and a number of shares of common stock of DBG equal to $5.0 million, or 1,101,538 shares (the “Shares”), which number of Shares was calculated in accordance with the terms of the Agreement. Of such amount, $375,000 in cash and a number of Shares equal to $375,000, or 82,615 shares (calculated in accordance with the terms of the Agreement), is held in escrow to secure any working capital adjustments and indemnification claims. The MIPA contains customary representations, warranties and covenants by Seller.


The Acquisition closed on August 30, 2021. Upon closing of the Acquisition and the other transactions contemplated by the MIPA, the Company became a wholly-owned subsidiary of DBG.