Praco Corp (Form: 8-K, Received: 12/20/2017 16:42:21)

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 (Date of earliest event reported): December 14, 2017

PRACO CORPORATION

(Exact Name of Registrant as Specified in Charter)

Nevada	333-169802	27-1497347
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)

51 JFK Parkway, First Floor West

Short Hills, New Jersey 07078

(Address of principal executive offices)

(973) 218-2428

(Registrant’s telephone number)

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(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☐

FORWARD LOOKING STATEMENTS

Certain information included in this report or in other materials we have filed or will file with the SEC (as well as information included in oral statements or other written statements made or to be made by us) contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements by the fact that they do not relate to matters of strictly historical or factual nature and generally discuss or relate to estimates or other expectations regarding future events. They contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” “should” and other words or phrases of similar meaning in connection with any discussion of future operating or financial performance. Such statements may include, but are not limited to, information related to: anticipated operating results; consumer demand; financial resources and condition; changes in revenues; changes in profitability; changes in margins; changes in accounting treatment; cost of revenues; selling, general and administrative expenses; interest expense; growth and expansion; anticipated income or benefits to be realized from our investments in unconsolidated entities; the ability to produce the liquidity and capital necessary to expand and take advantage of opportunities; legal proceedings and claims.

From time to time, forward-looking statements also are included in other periodic reports on Forms 10-Q and 8-K, in press releases, in presentations, on our website and in other materials released to the public. Any or all of the forward-looking statements included in this report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties. Many factors mentioned in this report or in other reports or public statements made by us, such as government regulation and the competitive environment, will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements.

Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this current report and unless otherwise indicated, the terms “we”, “us”, “our”, the “Company” and “PRAY” refer to Praco Corporation or our subsidiary Arista Capital Ltd. (“Arista”).

This current report relates to the following items:

	1.01	Entry into a Material Definitive Agreement
	2.01	Completion of Acquisition or Disposition of Assets
	3.02	Unregistered Sales of Equity Securities
	4.01	Changes in Registrant’s Certifying Accountant
	5.01	Changes of Control in Registrant
	5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
	5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
	5.06	Change in Shell Company Status
	9.01	Financial Statements and Exhibits

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On April 19, 2017, the Company entered into the Share Exchange Agreement with Arista and the Arista Shareholders (the “Share Exchange Agreement”) pursuant to which the Company agreed, subject to the terms and conditions contained therein, to exchange newly issued shares of the Company for shares of Arista held by the Arista Shareholders, with Arista becoming a wholly-owned subsidiary of the Company (the “Transaction”). The closing of the Transaction (the “Closing”) was to take place sixty days after the execution of this Agreement, conditioned upon the completion of due diligence by the parties. On July 18, 2017, the parties entered into the First Addendum to the Share Exchange Agreement, pursuant to which the closing date for the Transaction was scheduled for September 15, 2017. In addition, Arista agreed to provide the Company with a $15,000 non-refundable deposit, and had the right to extend the closing date in intervals of thirty (30) days upon payment of an additional non-refundable deposit of $10,000 for each requested extension interval. The Closing occurred on December 14, 2017.

Prior to Closing, the Company restructured its equity ownership via a reverse stock split at a ratio of 13.2 to 1 in order to reduce the number of shares of common stock outstanding to approximately 520,000 shares followed by the issuance of additional shares to certain Praco Shareholders so that there were 617,667 shares outstanding immediately prior to the Closing. At Closing, the Company exchanged two shares of its common stock for each outstanding share of Arista common stock. This resulted in the issuance at Closing of an additional 2,470,666 shares of common stock, which meant that the Arista Shareholders would own in the aggregate approximately 80% of the outstanding common stock of the Company, with the Praco Shareholders owning the remaining approximately 20% of the Company.

Also, at Closing, the Praco Shareholders were issued warrants for 283,749 common shares on a pro-rata basis exercisable at $2.00 per share and subject to the same terms and conditions as the warrants currently held by the Arista warrant holders except without a cashless exercise option. In addition, immediately following the Closing, the Company exchanged each outstanding Arista warrant for new warrants issued by the Company entitling the holder to purchase an equal number of shares of the Company’s common stock as the number of Arista shares they were entitled to purchase upon exercise, subject to the same terms and conditions as the Arista warrants except without a cashless exercise option. Also, at Closing, the Company exchanged each outstanding Arista convertible note into a convertible note issued by the Company convertible into an equal amount of shares of the Company’s common stock as the number of Arista shares into which such notes were convertible, subject to the same terms and conditions as the convertible notes currently held by Arista convertible noteholders. As a result of such exchange offers, at Closing, the Company issued warrants to purchase 935,000 shares of Common Stock and convertible notes convertible into 199,999 shares of Common Stock.

Furthermore, at Closing, Arista paid the Company $72,500 to be used to pay all outstanding liabilities of Praco.

The Company filed a copy of (i) the Share Exchange Agreement on April 25, 2017 as an exhibit to its Current Report on Form 8-K and (ii) a First Addendum to the Share Exchange Agreement dated July 18, 2017 on August 24, 2017 as an exhibit to its Annual Report on Form 10-K. Such exhibits are hereby incorporated by reference. All references to the Share Exchange Agreement and other exhibits to this Current Report are qualified, in their entirety, by the text of such exhibits.

ITEM 2.01

COMPLETION OF ACQUISITION OF DISPOSITION OF ASSETS

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. As a result of the Share Exchange Agreement, (i) our principal business became the business of Arista, which is more fully described below, and (ii) Arista became our wholly-owned operating subsidiary. Since the Arista Shareholders obtained the majority of the outstanding shares of the Company through the acquisition, the acquisition is accounted for as a reverse merger or recapitalization of the Company. As such, Arista is considered the acquirer for accounting purposes.

FORM 10 DISCLOSURE

As disclosed elsewhere in this report, we consummated a share exchange with Arista Capital Ltd. on December 14, 2017 (the “ Transaction ”) and Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as we were, immediately before the transaction disclosed under Item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10.

Accordingly, we are providing below the information that would be included in a Form 10 if we were to file a Form 10. Please note that the information provided below relates to the combined enterprises after the closing of the Transaction, except that information relating to periods prior to the date of the Transaction only relates to Arista unless otherwise specifically indicated.

ITEM 1.

BUSINESS

Corporate History

Arista was formed on June 10, 2014 as a Nevada corporation. Arista is a finance company that provides financing to other small finance companies that do not have significant access to the capital markets. Typically, Arista does this by acquiring lease portfolios from such lenders at a purchase price that yields Arista an annual return and these lenders continue to service the portfolios purchased by us. We are currently focused on leases for trucks and construction equipment.

Overview of Arista

Arista acts as a funding source to finance the lending activities of other asset-based lenders who are in need of capital to grow their lending base. Arista was founded by a team of experienced finance professionals who saw significant opportunity to participate in this market after the financial crisis of 2009, as traditional funding sources for this segment of the financial market have disappeared or have severely limited their financing activities in this area. Arista intends to participate in this market through a variety of funding arrangements including debt financings, equity infusions and direct loan participations. Management believes that although small asset-based lenders have limited access to capital necessary to enable growth, these lenders have well-managed and maintained origination, underwriting and administrative infrastructure as well as expertise and experience in their specific area of lending. Arista has accessed this experience and infrastructure by participating with these lenders in their lending opportunities. Accordingly, Arista provides these small lenders with an ability to make additional loans that they otherwise would not be able to do either directly through a loan participation program or indirectly by allowing Arista to make the loan which they administer, enabling Arista to utilize their infrastructure.

Arista has funding arrangements with several lenders (“Lenders”). These Lenders primarily finance tractor trailers or other transportation equipment and construction equipment to companies that ordinarily would not be able to obtain dealer or commercial bank financing. These Lenders offer both finance leases and operating leases, with terms up to 60 months and transaction sizes from $10,000 to $150,000 and target advance rates that are not more than 80% loan-to-value. Generally the leases have effective interest rates of around 30%. These Lenders have developed their own credit approval processes based upon their experience with entering into leases with small transportation and construction companies. The Lenders generally require significant down payments to be made in cash by the borrower. Accordingly, since the collateral has significant value relative to the value of the loans made by them, Arista believes that the risk of loss of principal is not significant. Arista’s agreements with these Lenders provide that it will purchase portfolios of leases from them and they will service the portfolios. Arista believes that its lending activities can achieve attractive net returns of capital. Arista has raised approximately $660,000 as of September 30, 2017, and has purchased approximately $303,000 of leases in the aggregate since inception.

Arista reviews each lease portfolio in depth to determine which loans to purchase. Arista also performs a collateral valuation to determine if purchase amount of the loan will be covered if the collateral is repossessed. To this end, the Company utilizes a third-party service provider with experience in the transportation and construction equipment industries to assist in the valuation of the underlying collateral. All leases purchased to date have gone through this collateral valuation process.

Arista has access to loan portfolios amounting to over $5,000,000 through its current Lenders. Arista is currently negotiating a Term Sheet for a $3,000,000 Senior Debt credit line from a local lender but is in discussions with several other senior lenders as well to see if it can obtain more attractive terms. The Company is also reviewing three portfolios of loans from three other Lenders totaling approximately $600,000.

Our strategy is to identify specialty lenders who have operated successfully for a significant period of time and are in need of capital to grow their loan portfolio. We believe our management team has the experience necessary to identify these lenders and our investment approach involves, among other things:

●

an assessment of the markets, overall macroeconomic environment and how the assessment may impact industry and investment selection to choose the lenders to fund;

●

substantial lender-specific research and analysis; and

●

with respect to each individual lender, an emphasis on capital preservation, low volatility and management of downside risk.

The foundation of our investment philosophy incorporates intensive analysis, a management discipline based on both market technical and fundamental value-oriented research, and consideration of diversification within our lender portfolio. We follow a rigorous investment process based on:

●

a comprehensive analysis of lender loan history, including a quantitative and qualitative assessment of the lender’s business;

●

an evaluation of lender’s management and its economic incentives;

●

an analysis of the lender’s business strategy and industry trends; and

●

an in-depth examination of a prospective lender’s servicing capabilities and the overall results of their loan portfolio.

We seek to identify those lenders exhibiting superior fundamental risk-reward profiles and a strong business history, while focusing on the absolute and relative value of each individual lending investment. Arista intends to continue to broaden its list of Lenders and make purchases of their portfolios of leases on a regular basis when such risk-reward profile is attractive.

Employees

We employ 3 people and utilize independent contractors as needed.

Competition

We compete for investments with a number of other lenders and investment funds (including private equity funds and venture capital funds), special purpose acquisition company sponsors, investment banks with underwriting activities, hedge funds that invest in private investments in public equities, traditional financial services companies such as commercial banks, and other sources of financing. Many of these entities have greater financial and managerial resources than we do.

Regulatory Matters

Although most states do not directly regulate the commercial equipment lease financing business, certain states require lenders and finance companies to be licensed, impose limitations on certain contract terms and on interest rates and other charges, mandate disclosure of certain contract terms and constrain collection practices and remedies. Arista does not operate in any states that would require Arista to be licensed. Pursuant to agreements under which we purchase leases and other loan obligations, we are typically indemnified against losses resulting from the failure of the originator to have complied with applicable laws relating to obligations prior to our purchase of such obligations.

ITEM 1A.

RISK FACTORS

We are a smaller reporting company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934) and are not required to provide the information under this item.

ITEM 2.

FINANCIAL INFORMATION

Selected Financial Data

We are a smaller reporting company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934) and are not required to provide the information under this item.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following summarizes the factors affecting the operating results and financial condition of Arista. This discussion should be read together with the financial statements of Arista Capital Ltd. and the notes to financial statements included elsewhere in this current report. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed elsewhere in this report. We encourage you to review the section titled “Forward-Looking Statements” at the front of the Current Report of which this Form 10 Information is a part.

Overview

Critical Accounting Policies

The following discussion and analysis of Arista’s financial condition and results of operations are based upon Arista’s audited and unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Management continually evaluates such estimates, including those related to allowances for uncollectible finance receivables, income taxes, and the valuation of equity transactions. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to Arista’s reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements.

Going Concern

The condensed financial statements included herein have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying condensed financial statements, for the nine months ended September 30, 2017, Arista had a net loss of $306,565 and used cash in operating activities of $186,849, respectively. Additionally, Arista had an accumulated deficit of $681,652 at September 30, 2017, had a stockholders’ deficit of $341,904 at September 30, 2017, and had minimal revenues for the nine months ended September 30, 2017. Similarly, Arista had a net loss of $249,784 and $120,481 for the years ended December 31, 2016 and 2015, respectively. The net cash used in operations were $84,919 and $45,085 for the years ended December 31, 2016 and 2015, respectively. Additionally, Arista had an accumulated deficit of $375,087 and $125,303, at December 31, 2016 and 2015, respectively, had a stockholders’ deficit of $99,434 at December 31, 2016, and had minimal revenues for the years ended December 31, 2016 and 2015. Management believes that these matters raise substantial doubt about Arista’s ability to continue as a going concern for twelve months from the date of such financial statements. Management cannot provide assurance that Arista will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that its capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the date of such financial statements. Although Arista has historically raised capital from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. Management believes that its ability to attract debt and equity financing in the capital markets will be greatly enhanced by becoming a public reporting company. Toward that end, Arista has entered into a Share Exchange Agreement with Praco Corporation. If Arista is unable to raise additional capital or secure additional lending in the near future, Management expects that Arista will need to curtail or cease operations. The condensed financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Arista be unable to continue as a going concern.

Financing leases receivable

Financing leases receivable are recorded at the aggregate future minimum lease payments, estimated unguaranteed residual value of the leased equipment less unearned income. Residual values, which are reviewed periodically, represent the estimated amount we expect to receive at lease termination from the disposition of the leased equipment. Actual residual values realized could differ from these estimates. The unearned income is recognized in revenues in the statements of operations over the lease term, in a manner that produces a constant rate of return on the lease. Financing leases receivable due after twelve months from the balance sheet date are reflected as a long-term asset. Financing leases receivables are periodically evaluated based on individual creditworthiness of customers. Based on this evaluation, Arista records an allowance for estimated losses on these receivables.

Revenue recognition

Income from direct financing lease transactions is reported using the financing method of accounting, in which Arista’s investment in the leased property is reported as a receivable from the lessee to be recovered through future rentals. The interest income portion of each rental payment is calculated so as to generate a constant rate of return on the net receivable outstanding. Allowances for losses on direct financing leases are typically established based on historical charge-off and collection experience and the collectability of specifically identified lessees and billed and unbilled receivables. Direct financing leases are charged off to the allowance as they are deemed uncollectible. Direct financing leases are generally placed in a nonaccrual status (i.e., no revenue is recognized) and deemed impaired when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of all direct finance lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related direct financing leases may be placed on nonaccrual status. Leases placed on nonaccrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid lease payments is probable. Until such time, all payments received are applied only against outstanding principal balances.

Income taxes

Arista accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. Arista records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

Arista follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes ”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Arista recognizes interest and penalties related to uncertain income tax positions in other expense.

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC 505-50 – “Equity-Based Payments to Non-Employees” , all share-based payments to non-employees, including grants of stock options, are recognized in the consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black-Scholes valuation model, Arista periodically reassesses the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and Arista adjusts the expense recognized in the consolidated financial statements accordingly.

Recent Accounting Pronouncements

We do not believe that any other recently issued, but not yet effective accounting standards will have a material effect on Arista’s financial position, results of operations or cash flows.

Material Weaknesses in Internal Controls

On December 4, 2017, Ciro E. Adams, CPA, LLC (“Adams”), in connection with their audit of Arista’s financial statements for the years ended December 31, 2016 and 2015, sent a letter to Arista’s Board of Directors identifying certain matters involving internal control and Arista’s operations that they considered to be significant deficiencies or material weaknesses under the standards of the Public Company Accounting Oversight Board (PCAOB). A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. In particular, Adams noted that (i) an individual is assigned to both prepare and post journal entries, while holding responsibility for review of certain monthly reconciliations, without his entries being subject to independent review; (ii) supporting analysis is not prepared for estimating the allowance for lease losses and the related provision for lease losses, documenting compliance with relevant GAAP and Arista’s accounting policies and (iii) an independent review of financial statements and related disclosures is not performed by management and/or other suitably qualified personnel for completeness, consistency, and compliance with GAAP and Arista’s accounting and disclosure policies.

Results of Operations

The following comparative analysis of results of operations was based primarily on the comparative audited and unaudited financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the these audited and unaudited financial statements and the notes to those statements for the nine months ended September 30, 2017 and 2016 and for the years ended December 31, 2016 and 2015, which are included elsewhere in this report.

Comparison of Results of Operations for the Nine Months Ended September 30, 2017 and 2016 and for the Years Ended December 31, 2016 and 2015

Revenues

Revenues consist of interest earned of lease financings and other fee income. For the nine months ended September 30, 2017, total revenues amounted to $22,613 as compared to $1,964 for the nine months ended September 30, 2016, an increase of $20,649. For the year ended December 31, 2016, total revenues amounted to $14,028 as compared to $1,401 for the year ended December 31, 2015, an increase of $12,627. In September 2016, we entered into a Purchase and Service Agreement with a third party lease financing company to acquire a portfolio consisting of four leases for a purchase price of $234,563. The increase in revenues for the periods discussed were attributable to this lease portfolio acquisition.

Operating Expenses

For the nine months ended September 30, 2017, operating expenses amounted to $244,996 as compared to $177,514 for the nine months ended September 30, 2016, an increase of $67,482, or 38.0%. For the year ended December 31, 2016, operating expenses amounted to $212,746 as compared to $117,848 for the year ended December 31, 2015, an increase of $94,898, or 80.5%.

For the nine months ended September 30, 2017 and 2016 and for the years ended December 31. 2016 and 2015, operating expenses consisted of the following:

	Nine Months Ended September 30,				Years Ended December 31,
	2017		2016		2016		2015
Compensation and benefits	$	139,090	$	73,818	$	104,180	$	85,048
Professional fees		64,750		13,778		16,028		9,385
Provision for lease losses		24,500		79,000		79,000		7,755
General and administrative expenses		16,656		10,918		13,538		15,660
Total	$	244,996	$	177,514	$	212,746	$	117,848

	●	For the nine months ended September 30, 2017, compensation and benefits expense increased by $65,272, or 88.4%, as compared to the nine months ended September 30, 2016. For the year ended December 31, 2016, compensation and benefit expense increased by $19,132, or 22.5%, as compared to the year ended December 31, 2015. These increases were attributable to an increase in compensation paid to Arista’s chief executive officer and an increase in stock-based compensation expense.

	●	For the nine months ended September 30, 2017, professional fees increased by $50,972, or 370.0%, as compared to the nine months ended September 30, 2016. This increase was primarily attributable to an increase in legal fees of $25,342, an increase in accounting fees of $24,250, and an increase in stock-based consulting fees of $2,725. For the year ended December 31, 2016, professional fees increased by $6,643, or 70.8%, as compared to the year ended December 31, 2015. This increase was attributable to an increase in stock-based consulting fees of $6,812.

	●	For the nine months ended September 30, 2017, provision for lease losses decreased by $54,500 as compared to the nine months ended September 30, 2016. For the year ended December 31, 2016, provision for lease losses increased by $71,245 as compared to the year ended December 31, 2015. Management periodically evaluates financing leases receivables based on the individual creditworthiness of customers. Based on this evaluation, Arista records an allowance for estimated losses on these receivables.

	●	For the nine months ended September 30, 2017, general and administrative expenses increased by $5,738 as compared to the nine months ended September 30, 2016. For the year ended December 31, 2016, general and administrative expenses decreased by $2,122 as compared to the year ended December 31, 2015.

Loss from Operations

As a result of the factors described above, for the nine months ended September 30, 2017, loss from operations amounted to $222,383, as compared to $175,550 for the nine months ended September 30, 2016, an increase of $46,833, or 26.7%. For the year ended December 31, 2016, loss from operations amounted to $198,718, as compared to $116,447 for the year ended December 31, 2015, an increase of $82,271, or 70.7%.

Other Expenses

Other expenses consists of interest expense incurred on debt with third parties and related parties. For the nine months ended September 30, 2017, interest expense amounted to $84,182, as compared to $28,430 for the nine months ended September 30, 2016, an increase of $55,752, or 196.1%. For the year ended December 31, 2016, interest expense amounted to $51,066, as compared to $4,034 for the year ended December 31, 2015, an increase of $47,032, or 1,165.9%. These increases were attributable to an increase in borrowing pursuant to convertible notes instruments and the amortization of debt discount.

Net Loss

As a result of the foregoing, for the nine months ended September 30, 2017 and 2016, net loss amounted to $306,565, or $0.29 per common share (basic and diluted), and $203,980, or $0.20 per common share (basic and diluted), respectively. Additionally, for the year ended December 31, 2016 and 2015, net loss amounted to $249,784, or $0.25 per common share (basic and diluted), and $120,481, or $0.12 per common share (basic and diluted), respectively.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. Arista had cash of $108,038 and $91,687 on hand as of September 30, 2017 and December 31, 2016, respectively.

Arista’s primary uses of cash have been for salaries, fees paid to third parties for professional services, general and administrative expenses, and the acquisition lease portfolios. All funds received have been expended in the furtherance of growing the business. Arista has received funds from the collection of lease payments, and from various financing activities such as from debt financings. The following trends are reasonably likely to result in changes in Arista’s liquidity over the near to long term:

	●	An increase in working capital requirements to finance our current business,

	●	Acquisition of lease portfolios;

	●	Addition of administrative and sales personnel as the business grows, and

	●	The cost of being a public company.

During the year ended December 31, 2015, Arista issued 10% convertible promissory notes (the “10% Convertible Notes”) to three third party individuals as well as to certain directors and officers of Arista in the aggregate amount of $60,000. The unpaid principal and interest is payable three years from the date of the respective 10% Convertible Note. Arista has the right to prepay any amount outstanding under the 10% Convertible Note, subject to a prepayment penalty of 5.0% of the amount prepaid. The noteholders are entitled, at their option, at any time after the issuance of the 10% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into Arista common stock at a conversion price of $1.00 per share. In connection with these 10% Convertible Notes, Arista also issued to noteholders five-year warrants to acquire an aggregate of 60,000 shares of Arista common stock at $2.00 per share. All of the 10% Convertible Notes were converted into shares of Arista common stock and exchanged for shares of Praco at Closing.

During the year ended December 31, 2016, Arista issued additional 10% convertible promissory notes (the “2016 10% Convertible Notes”) to seven third party individuals in the aggregate amount of $400,000. The unpaid principal and interest is payable three years from the date of the respective 2016 10% Convertible Note. The 2016 10% Convertible Notes mature between June 1, 2019 and December 31, 2019. Arista has the right to prepay any amount outstanding under the 10% Convertible Note, subject to a prepayment penalty of 5.0% of the amount prepaid. The noteholders are entitled, at their option, at any time after the issuance of the 2016 10% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into Arista common stock at a conversion price of $1.50 per share. Noteholders also have the option of extending the maturity date of their notes for up to three additional one-year periods. In connection with the 2016 10% Convertible Notes, Arista also issued to noteholders five-year warrants to acquire an aggregate of 575,000 shares of Arista common stock at $2.00 per share. 2016 10% Convertible Notes in the aggregate principal amount of $200,000 were converted into shares of Arista common stock and exchanged for shares of Praco at Closing.

During the period from July 1, 2017 to September 30, 2017, Arista issued 12% convertible promissory notes (the “12% Convertible Notes”) to three third party individuals in the aggregate amount of $200,000. The unpaid principal and interest is payable three years from the date of the respective 12% Convertible Note. The 12% Convertible Notes mature between July 1, 2020 and August 1, 2020. Arista has the right to prepay any amount outstanding under the 12% Convertible Note, subject to a prepayment penalty of 5.0% of the amount prepaid. The noteholders are entitled, at their option, at any time after the issuance of the 12% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into Arista common stock at a conversion price of $3.00 per share. Noteholders also have the option of extending the maturity date of their notes for up to three additional one-year periods. In connection with the 12% Convertible Notes, Arista also issued to noteholders five-year warrants to acquire an aggregate of 300,000 shares of Arista common stock at $4.00 per share.

We may need to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations for the next 12 months from the issuance date of these financial statements. Other than revenue received from our lease portfolio, and funds received from debt financings, we presently have no other significant alternative source of working capital. We have used these funds to fund our operating expenses, pay our obligations, acquire lease portfolios, and grow our company. We need to raise significant additional capital or debt financing to acquire new properties, to acquire additional lease portfolios, and to assure we have sufficient working capital for our ongoing operations and debt obligations.

In connection with the Closing, the Company offered to exchange each outstanding Arista warrant for new warrants issued by the Company entitling the holder to purchase an equal number of shares of the Company’s common stock as the number of Arista shares they were entitled to purchase upon exercise, subject to the same terms and conditions as the Arista warrants except without a cashless exercise option. Also, at Closing, the Company offered to exchange each outstanding Arista convertible note into a convertible note issued by the Company convertible into an equal amount of shares of the Company’s common stock as the number of Arista shares into which such notes were convertible, subject to the same terms and conditions as the convertible notes currently held by Arista convertible noteholders. As a result of such exchange offers, at Closing, the Company issued warrants to purchase 935,000 shares of Common Stock and convertible notes convertible into 199,999 shares of Common Stock.

Cash Flows

Net cash flow used in operating activities was $186,849 for the nine months ended September 30, 2017, as compared to net cash used in operating activities of $53,380 for the nine months ended September 30, 2016, an increase of $133,459. Net cash flow used in operating activities was $84,919 for the year ended December 31, 2016, as compared to net cash used in operating activities of $45,085 for the year ended December 31, 2015, an increase of $39,834. Net cash used in operating activities consisted of cash used for working capital purposes for salaries, professional fees and general and administrative expenses.

For the nine months ended September 30, 2017, net cash flow provided by investing activities amounted to $2,700 and consisted of proceeds from the sale of assets held for sale. During the nine months ended September 30, 2016, Arista used cash for the acquisitions of a lease portfolio of $234,563. For the years ended December 31, 2016 and 2015, Arista used cash for the acquisitions of lease portfolios of $234,563 and $13,449, respectively.

Net cash provided by financing activities was $200,000 for the nine months ended September 30, 2017 as compared to $350,000 for the nine months ended September 30, 2016 and consisted of proceeds from convertible debt financings. Net cash provided by financing activities was $400,000 for the year ended December 31, 2016 as compared to $70,000 for the year ended December 31, 2015. For the year ended December 31, 2016, Arista received proceeds from convertible debt financings of $400,000. For the year ended December 31, 2015, Arista received proceeds from convertible debt financings of $60,000 and capital contributions of $10,000.

Off-Balance Sheet Arrangements

Arista does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Contractual Obligations

We are a smaller reporting company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934) and are not required to provide the information under this item.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934) and are not required to provide the information under this item.

ITEM 3.

PROPERTIES

Our principal executive office consists of approximately 100 square feet of space located at 51 JFK Parkway, First Floor West, Short Hills New Jersey, which we lease from a third party pursuant to a lease with a remaining term of 6 months at a monthly rent of $500. Our telephone number at that facility is (973) 218-2428. Arista subleases 1,000 square feet of office space for $750 on a month to month basis from Cambridge Capital, a company owned by Mr. Mathews. It is our belief that the space is adequate for our immediate needs. We do not presently own any real property.

ITEM 4.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of December 18, 2017, with respect to the beneficial ownership of our outstanding common stock by: (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. As of the date of this Current Report, there are 3,088,333 shares of common stock issued and outstanding.

Name and Address of Beneficial Owner, Directors and Officers:	Number of Shares and Nature of Beneficial Ownership			Percentage of Beneficial Ownership (1)
Paul Patrizio		1,750,000	(2)		56.7	%
Kenneth Mathews		179,000	(3)		5.8	%
Walter A. Wojcik, Jr.		110,000	(4)		3.6	%
Scott Williams		655,369	(5)		19.9	%
Rory Deutsch and Judith Meehan		466,667	(6)		13.6	%
David H. Wollmuth		233,333	(7)		7.2	%
David Callan		323,688	(8)		10.1	%
Hawk Opportunity Fund L.P.		204,536			6.5	%
All executive officers and directors as a group (4 persons)		2,694,369			81.3	%

(1)

Applicable percentage of ownership is based on 3,088,333 shares of common stock outstanding on December 18, 2017. Percentage ownership is determined based on shares owned together with securities exercisable or convertible into shares of common stock within 60 days of December 18, 2017 for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of December 18, 2017 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Our common stock is our only issued and outstanding class of securities eligible to vote.

(2)	Mr. Patrizio has voting power over these shares but disclaims beneficial ownership as the shares are held by AEP Holdings LLC, an entity solely owned by Mr. Patrizio’s spouse.

(3)	Includes 10,000 shares issuable upon exercise of warrants owned by Mr. Mathews.

(4)	Includes 10,000 shares issuable upon exercise of warrants owned by Mr. Wojcik together with his spouse.

(5)

Includes 140,152 shares owned by Hawk Opportunity Fund L.P. Scott Williams is only a 3.42% limited partner of Hawk Opportunity Fund LP, but based on his overall control and management of Hawk, the Hawk shares are combined for this presentation. Also includes 141,914 shares and 64,384 shares issuable upon exercise of warrants owned by Mr. Williams and Hawk Opportunity Fund L.P., respectively.

(6)	Includes 300,000 shares issuable upon exercise of warrants and 33,333 shares issuable upon conversion of convertible notes owned by Mr. Deutsch and his spouse Ms. Meehan.

(7)	Includes 150,000 shares issuable upon exercise of warrants and 16,667 shares issuable upon conversion of convertible notes owned by Mr. Wollmuth.

(8)

Includes 140,152 shares owned by Hawk Opportunity Fund L.P. David Callan is only a 14.06% limited partner of Hawk Opportunity Fund LP, but based on his overall control and management of Hawk, the Hawk shares are combined for this presentation. Also includes 37,507 shares and 64,384 shares issuable upon exercise of warrants owned by Mr. Callan and Hawk Opportunity Fund L.P., respectively.

ITEM 5.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and ages of our current directors and executive officers. Our Board of Directors appoints our executive officers. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors. There are no family relationships among our directors, executive officers, or director nominees.

Name	Age	Position
Paul Patrizio	60	Chairman and Chief Executive Officer; Director
Kenneth Mathews	75	Vice Chairman, Secretary and Treasurer; Director
Walter A. Wojcik, Jr.	68	Chief Financial Officer
Scott Williams	65	Director

Paul Patrizio Mr. Patrizio has been the Chairman and CEO of the Company since its inception. Mr. Patrizio is also Chairman of MPMI Solutions, Inc., a technology solutions provider. He is also Of Counsel to the law firm Wollmuth Maher & Deutsch LLP. Previously, he was the Managing Partner of Apogee Energy Partners LLC (“AEP”) since its inception in 2009. AEP was an energy project development company and financing firm specializing in the solar energy industry. AEP was involved (through its affiliated partnerships) in the development and financing of over $200 million of solar projects in the last five years. During that period, Mr. Patrizio also had been General Counsel to Green States Energy, Inc., a developer and owner of solar energy projects and prior to Green States Energy was General Counsel to Gehrlicher Solar America Corp., the US subsidiary of Gehrlicher Solar AG (Germany), one of the largest solar companies in the world. From 1996-2008, Mr. Patrizio was a Managing Director and General Counsel at several investment banking firms which specialized in private equity and debt transactions. From 1984-1996, Mr. Patrizio worked at New York City law firms where he specialized in corporate, securities, and general business matters which included being an associate at Cahill Gordon and Shea & Gould and a partner at Campbell & Fleming (which became the NYC office of Epstein Becker & Green). Mr. Patrizio holds a BA, MBA, JD and LLM and is admitted to practice law in New Jersey, New York and Pennsylvania.

Kenneth Mathews Mr. Mathews brings more than 50 years’ experience in corporate finance with specialties in commercial lending, capital sourcing, leasing, and financial consulting for marketing and profit improvement. He is the founder and managing director of Cambridge Capital Corp., a boutique financial consulting firm specializing in raising capital for mid-sized companies, early-stage companies, and troubled businesses. Prior to forming Cambridge Capital Corp. in 1992, Ken Mathews served for 20 years with First Fidelity Bancorporation, then a New Jersey based $30 billion dollar commercial banking organization serving the Northeast. Through a series of mergers First Fidelity was acquired by Wachovia Bank, which was acquired by Wells Fargo Bank. Mr. Mathews was an Executive Vice President responsible for several departments including National Corporate and Equipment Leasing. In the Commercial Banking Division, Mr. Mathews managed a regional network with a portfolio of secured and unsecured loans for middle market companies. In addition, Mr. Mathews was a co-founder of and served on the Board of Directors for Hilltop Community Bank, a publicly-traded community bank until its recent sale. Mr. Mathews holds a BS degree from St. Peter’s College with a major in economics, and studied for a MBA in finance and marketing at NYU’s Graduate School of Business Administration.

Walter A. Wojcik, Jr Mr. Wojcik was the SVP and Chief Financial Officer of Hilltop Community Bank, a publicly-traded bank, from its formation in 2000 until its sale in 2013. During that period, Mr. Wojcik was instrumental in its founding and operations and an active member of senior management running all of the financial operations of the bank. Prior to Hilltop, Mr. Wojcik was the SVP and CFO of Ramapo Financial Corporation, a publicly-traded financial institution, where he spent 14 years in all aspects of the accounting and financial operations of the bank including SEC reporting. Prior to Ramapo, he was with First National Bank (now Wells Fargo) in various accounting functions. Mr. Wojcik began his career as an auditor with Arthur Andersen. Mr. Wojcik holds a BS in Business Administration from Villanova University and is a licensed CPA (currently on inactive status) in the State of New Jersey.

Scott Williams Mr. Williams began his career in the investment industry in 1978 with A. G. Edwards and Sons, Inc. He has been with firms as diverse as Drexel Burnham Lambert, Prudential Securities, and Pennsylvania Merchant Group a boutique investment-banking firm. Over a 35-year period he has been involved in the management of various areas in the industry, such as high net worth accounts, a high yield trading desk and banking group, and retail and institutional sales forces. Beginning in 2004, Mr. Williams partnered with David Callan to form Hawk Management. Hawk Management was created to be the investment advisor to Hawk Opportunity Fund. The Hawk Opportunity Fund, launched in 2005, was designed to allow Callan and Williams to use their expertise in distressed and bankrupt securities to take major positions in those situations they deemed investment worthy. The Hawk Opportunity Fund has over $30,000,000 in assets under management. Mr. Williams holds a BA in Political Science with a minor in Economics from the University of Oklahoma.

There are no family relationships among Arista’s officers and directors.

Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors. Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. At the present time, members of the board of directors are not compensated for their services to the board.

Arista does not presently have any board committees, including any separately designated standing audit committee, compensation committee or nominating committee. However, following the Closing, the Company intends to establish an audit committee of the Board of Directors that shall consist of independent directors. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendation to improve the system of accounting and internal controls. The audit committee shall at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Board of Advisors

Gordon Sweely Mr. Sweely is the sole member of Arista’s Board of Advisors of the Company. Mr. Sweely is a Managing Director and Head of Structured Finance, Americas for Nomura Securities International, Asia’s global investment bank. Mr. Sweely joined Nomura in 2011 and is responsible for all structured lending and Non-Agency origination activity for Securitized Products in the Americas. Additionally, he also oversees all Collateralized Loan Obligation activity and structured lending activity for Structured Credit in the Americas. Prior to joining Nomura, Mr. Sweely spent 18 years at Lehman Brothers as Head of ABS Trading, Principal Finance and Co-Head of ABS CDOs with an expanded focus on distressed and non-investment grade assets on a whole loan and securitized basis. Mr. Sweely holds a B.S. from Hobart College and has an MBA from New York University Stern School of Business. Mr. Sweely has received 27,000 shares of Arista common stock as compensation for serving on Arista’s Board of Advisors.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Our directors and executive officers and persons who beneficially own more than 10% of our equity securities are not subject to Section 16(a) of the Securities Exchange Act of 1934, as amended.

ITEM 6.

EXECUTIVE COMPENSATION

The objective of Arista’s compensation program is to provide compensation for services rendered by our executive officers in the form of a salary. We utilize this form of compensation because we believe that it is adequate to both retain and motivate our executive officers. The amount we deem appropriate to compensate our executive officers is determined in accordance with other like corporations; we have no specific formula to determine compensatory amount at this time. We have deemed that our current compensatory program and the decisions regarding compensation are easy to administer and are appropriately suited for our objectives. We may expand our compensation program to additional future employees and to include other compensatory elements.

Summary Compensation Table

The following table provides summary information concerning cash and non-cash compensation paid or accrued by the Company or on behalf of our executive officers.

Name and Principal Position	Title	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All other compensation ($)		Total ($)
(a)	(b)			(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Paul Patrizio	President, CEO,		2017	$	81,000	$	-0-	$	-0-		-0-		7,500-		-0-		27,000-	$	115,500-
(1)	Secretary and		2016	$	28,337-	$	-0-	$	-0-		-0-		-0-		-0-		12,000-	$	40,337-
	Director		2015	$	-0-	$	-0-	$	-0-		-0-		-0-		-0-		-0-	$	-0-
Walter A.			2017	$	22,000-	$	-0-	$	-0-		-0-		-0-		-0-		-0-	$	22,000-
Wojcik, Jr.	CFO		2016	$	7,500-	$	-0-	$	6,000-		-0-		-0-		-0-		-0-	$	13,500-
(2)			2015	$	5,000-	$	-0-	$	2,000-		-0-		-0-		-0-		-0-	$	7,000-

Mr. Patrizio entered in an employment agreement with the Company immediately following the Closing, effective January 1, 2018, which provides for a five-year term, subject to renewal. Mr. Patrizio’s base salary is $150,000 and such annual salary is subject to a minimum 5% annual increase as well as increases based upon receipt by the Company of additional funding. Mr. Patrizio is entitled to an annual bonus based upon the EBITDA performance of the Company. Mr. Patrizio was also granted options to purchase 300,000 shares of common stock at an exercise price of $1.00 per share vesting annually on a pro rata basis over a three-year period commencing January 1, 2019. In addition to reimbursement of business expenses, the agreement provides payment for monthly expenses for car, home office and telecommunications and other miscellaneous expenses incurred by Mr. Patrizio of $3,000 and provides reimbursement of his health care premium of $2,000 respectively. Also, consistent with the previous agreement between Mr. Patrizio and Arista, the agreement for Mr. Patrizio provides for termination in the event of a change in control, and for severance in the event of termination without cause, or for termination due to the Company’s breach.

Arista had an oral understanding with Mr. Wojcik to pay him an annual salary of $42,000. The Company has entered into a new oral understanding with Mr. Wojcik to pay him an annual salary of $60,000 which became effective upon the closing of the Transaction.

The Company has no option or stock award plan or long-term incentive plan.

The Company has no plans that provides for the payment of retirement benefits, or benefits that will be paid primarily following retirement.

Other than Mr. Patrizio, the Company has no agreement that provides for payment to our executive officer at, following, or in connection with the resignation, retirement or other termination, or a change in control of Company or a change in our executive officer’s responsibilities following a change in control.

Director Compensation

At the present time, members of the board of directors are not compensated for their services to the board.

Outstanding Equity Awards at Fiscal Year-End

There are no outstanding equity awards to our executive officers.

ITEM 7.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Except as set forth below, none of the following persons has any direct or indirect material interest in any transaction to which we were or are a party since the beginning of our last fiscal year, or in any proposed transaction to which we propose to be a party:

	(A)	any of our directors or executive officers;

	(B)	any nominee for election as one of our directors;

	(C)	any person who is known by us to beneficially own, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or

	(D)	any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons named in paragraph (A), (B) or (C) above

Arista subleases 1,000 square feet of office space for $750 on a month to month basis from Cambridge Capital, a company owned by Mr. Mathews.

Mr. Patrizio is Of Counsel to the law firm of Wollmuth Maher & Deutsch LLP, which has acted as counsel to Arista and will act as counsel to the Company following the Closing. In addition, David H. Wollmuth and Rory M. Deutsch, partners in Wollmuth Maher & Deutsch LLP, will beneficially own approximately 7.2% and 13.6%, respectively, of the Company following the Closing.

Review, Approval or Ratification of Transactions with Related Persons

We are a smaller reporting company (as defined in Rule 12b-2 under the Securities Exchange Act of 1934) and are not required to provide the information under this item.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The NASDAQ definition of “Independent Director” means a person other than an executive officer or employee or any other individual having a relationship, which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. According to this definition, Mr. Mathews and Mr. Williams are independent directors.

ITEM 8.

LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending, or, to the knowledge of the executive officers of the Registrant, threatened against or affecting our company, our common stock, or our officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 9.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our stock is listed on the OTC Pink Current Information marketplace under the symbol “PRAY”. There is currently no active trading market for shares of our common stock. In any event, no assurance can be given that any market for our common stock will develop or be maintained.

Holders

As of December 14, 2017, after giving effect to the Closing of the Transaction, there were approximately 21 holders of record of our common stock. This figure does not take into account those shareholders whose certificates are held in the name of broker-dealers or other nominees.

Dividends

To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board will have the discretion to declare and pay dividends in the future.

Securities Authorized for Issuance Under Equity Compensation Plans

We presently do not have any equity based or other long-term incentive programs. In the future, we may adopt and establish an equity-based or other long-term incentive plan if it is in the best interest of the Company and our stockholders to do so.

Transfer Agent

Our transfer agent is VStock Transfer LLC, 18 Lafayette Place Woodmere, NY 11598.

Rule 10b-18 Transactions

During the year ended June 30, 2017, there were no repurchases of the Company’s common stock by the Company.

ITEM 10.

RECENT SALES OF UNREGISTERED SECURITIES

During the year ended December 31, 2016, Arista issued additional 10% convertible promissory notes (the “2016 10% Convertible Notes”) to seven third party individuals in the aggregate amount of $400,000. The unpaid principal and interest is payable three years from the date of the respective 2016 10% Convertible Note. The 2016 10% Convertible Notes mature between June 1, 2019 and January 1, 2020. Arista has the right to prepay any amount outstanding under the 10% Convertible Note, subject to a prepayment penalty of 5.0% of the amount prepaid. The noteholders are entitled, at their option, at any time after the issuance of the 2016 10% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into Arista common stock at a conversion price of $1.50 per share. In connection with the 2016 10% Convertible Notes, Arista also issued to noteholders five-year warrants to acquire an aggregate of 575,000 shares of Arista common stock at $2.00 per share. 2016 10% Convertible Notes in the aggregate principal amount of $200,000 were converted into shares of Arista common stock and exchanged for shares of Praco at Closing.

During the period from July 1, 2017 to September 30, 2017, Arista issued 12% convertible promissory notes (the “12% Convertible Notes”) to three third party individuals in the aggregate amount of $200,000. The unpaid principal and interest is payable three years from the date of the respective 12% Convertible Note. The 12% Convertible Notes mature between July 1 and August 1, 2020. Arista has the right to prepay any amount outstanding under the 12% Convertible Note, subject to a prepayment penalty of 5.0% of the amount prepaid. The noteholders are entitled, at their option, at any time after the issuance of the 12% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into Arista common stock at a conversion price of $3.00 per share. In connection with the 12% Convertible Notes, Arista also issued to noteholders five-year warrants to acquire an aggregate of 300,000 shares of Arista common stock at $4.00 per share. The 12% Convertible Notes were issued in transactions that were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.

ITEM 11.

DESCRIPTION OF THE REGISTRANT’S SECURITIES

Common Stock

The Company is authorized to issue 100,000,000 shares of Common Stock. The holders of Common Stock are entitled to equal dividends and distributions, with respect to the Common Stock when, as, and if declared by the Board of Directors from funds legally available for such dividends. No holders of Common Stock have any preemptive right to subscribe for any of our stock nor are any shares subject to redemption. Upon the liquidation, dissolution or winding up of the Company and after payment of creditors and any amounts payable to senior securities, the assets will be divided pro-rata on a share-for-share basis among the holders of the shares of Common Stock. All shares of Common Stock now outstanding are fully paid, validly issued and non-assessable. Currently, there are 3,088,333 shares of Common Stock issued and outstanding as of the date hereof.

Preferred Stock

The Company is authorized to issue up to 5,000,000 shares of preferred stock and the Articles of Incorporation allow the Board of Directors, without further shareholder approval, to establish the preferences, limitations and rights of the preferred stock. Preferred stock may be issued in the future in connection with acquisitions, financings or such other matters as the Board of Directors deems to be appropriate. In the event that any such shares of preferred stock are issued, a Certificate of Designation, setting forth the series of such preferred stock and the relative rights, privileges and limitations with respect thereto, shall be filed. The effect of such preferred stock is that our Board of Directors alone, within the bounds and subject to the federal securities laws and Nevada Law, may be able to authorize the issuance of preferred stock which could have the effect of delaying, deferring or preventing a change in control of our Company without further action by the shareholders and might adversely affect the voting and other rights of holders of Common Stock. The issuance of preferred stock with voting and conversion rights also may adversely affect the voting power of the holders of Common Stock, including the loss of voting control to others. Currently, there are no shares of Preferred Stock issued and outstanding as of the date hereof.

Voting Rights

Except as otherwise required by law or as may be provided by the resolutions of the Board of Directors authorizing the issuance of common stock, all rights to vote and all voting power shall be vested in the holders of common stock. Each share of common stock shall entitle the holder thereof to one vote. Except as may be provided by the resolutions of the Board of Directors authorizing the issuance of common stock, cumulative voting by any stockholder is expressly denied.

Rights upon Liquidation, Dissolution or Winding-Up of the Company

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the remaining net assets of the Company shall be distributed pro rata to the holders of the common stock.

We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.

ITEM 12.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada law provides that our directors and officers will not be personally liable to us, our stockholders or our creditors for monetary damages for any act or omission of a director or officer other than in circumstances where the director or officer breaches his or her fiduciary duty to us or our stockholders and such breach involves intentional misconduct, fraud or a knowing violation of law. Nevada law allows the articles of incorporation of a corporation to provide for greater liability of the corporation’s directors and officers. Our amended and restated articles of incorporation do not provide for greater liability of the company’s officers and directors than is provided under Nevada law.

Nevada law allows a corporation to indemnify officers and directors for actions pursuant to which a director or officer either would not be liable pursuant to the limitation of liability provisions of Nevada law or where he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to our best interests, and, in the case of an action not by or in the right of the corporation and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Our amended and restated articles of incorporation and bylaws provide indemnification for our directors and officers to the fullest extent permitted by Nevada law. Prior to the completion of this offering, we intend to enter into indemnification agreements with each of our directors that may, in some cases, be broader than the specific indemnification provisions contained under Nevada law. In addition, as permitted by Nevada law, our amended and restated articles of incorporation include provisions that eliminate the personal liability of our directors for monetary damages resulting from certain breaches of fiduciary duties as a director. The effect of these provisions is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director, except that a director will be personally liable for acts or omissions not in good faith or in a manner which he or she did not reasonably believe to be in or not opposed to the best interest of the corporation if, subject to certain exceptions, the act or failure to act constituted a breach of fiduciary duty and such breach involved intentional misconduct, fraud or knowing violations of law.

These provisions may be held not to be enforceable for certain violations of the federal securities laws of the United States.

We are also expressly authorized to carry directors’ and officers’ insurance to protect our directors, officers, employees and agents against certain liabilities.

The limitation of liability and indemnification provisions under Nevada law and in our amended and restated articles of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s fiduciary duties. Moreover, the provisions do not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

ITEM 13.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Financial Statements required by this item have been filed as exhibits to the Current Report on Form 8-K of which this Form 10 information is a part.

ITEM 14.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Report.

Item 2.01(f) of Form 8-K states that if the registrant was a shell company like we were immediately before the transaction disclosed under Item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. The foregoing Items enumerated 1 through 14 are intended to satisfy and relate such information required by Item 2.01(f) for Form 8-K. The following enumerated Items relate to this current report on Form 8-K.

END OF FORM 10 DISCLOSURE

ITEM 3.02

UNREGISTERED SHARES OF EQUITY SECURITIES

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The above securities were issued in reliance upon an exemption from registration afforded under Section 4(a)(2) of the Securities Act for transactions by an issuer not involving a public offering.

ITEM 4.01

CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

The Board of Directors of the Registrant replaced Friedman LLP as its independent registered public accounting firm on December 14, 2017 and has engaged Ciro E. Adams, CPA, LLC, as its new independent registered public accounting firm. Ciro E. Adams, CPA, LLC was Arista’s independent auditor prior to the closing of the Transaction.

The change in independent registered public accounting firm is not the result of any disagreement with Friedman LLP. During the Registrant’s fiscal years ended June 30, 2016 and 2017, and through December 14, 2017, there have been no disagreements with Friedman LLP on matters of accounting disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Friedman LLP would have caused Friedman LLP to make reference to such matter in connection with its report. Registrant has furnished Friedman LLP with a copy of the foregoing disclosure and requested Friedman LLP to furnish it with a letter addressed to the Securities and Exchange Commission and Registrant stating whether or not it agrees with such disclosures. Friedman LLP provided a letter dated December 20, 2017 which is attached as Exhibit 16.1 to this Current Report on Form 8-K.

On December 14, 2017, the Board of Directors of the Registrant approved the engagement of Ciro E. Adams, CPA, LLC as Registrant’s independent registered accounting firm for its fiscal year ending December 31, 2017. During the Registrant’s two most recent fiscal years ended June 30, 2016 and 2017 and interim period subsequent to June 30, 2017, Registrant has not consulted with (1) the application of accounting principles to a specified transaction, either completed or proposed; (2) the type of audit opinion that might be rendered on the financial statements; or (3) the subject matter of any disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K) with the Registrant’s former auditor.

ITEM 5.01

CHANGES IN CONTROL OF REGISTRANT

The information set forth above in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Share Exchange Agreement is being accounted for as a “reverse acquisition,” as the Arista Shareholders owned a majority of the outstanding shares of the Company’s capital stock immediately following the closing of the Transaction. Accordingly, Arista is deemed to be the acquirer in the reverse acquisition. After the Closing, the majority of the Board of Directors and management of the Company will be comprised of Arista’s management team and the operations of Arista are the continuing operations of the Company.

ITEM 5.02

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS .

The information set forth above in Item 2.01 of this Current Report on Form 8-K is incorporated herein by this reference. Immediately following the Closing on December 14, 2017, David Callan, Alan Cohen and Robert Craig resigned as directors of the Company. In addition, immediately following the Closing, Scott Williams resigned as Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary of the Company.

The following persons were appointed as directors and executive officers of the Registrant following the Closing:

Name	Age	Position
Paul Patrizio	60	Chairman and Chief Executive Officer; Director
Kenneth Mathews	75	Vice Chairman, Secretary and Treasurer; Director
Walter A. Wojcik, Jr.	68	Chief Financial Officer
Scott Williams	65	Director

For certain biographical and other information regarding the newly appointed directors and officers, see the “Form 10 Disclosure” included in this Current Report on Form 8-K under Item 2.01 under the headings “Directors and Executive Officers” and “Certain Relationships and Related Transactions,” which disclosure is incorporated herein by reference.

ITEM 5.03

AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On December 14, 2017, our board approved a change in the Registrant’s fiscal year from June 30 to December 31. The Registrant will file a transition report on Form 10-K for the transition period from July 1, 2017 to December 31, 2017.

ITEM 5.06

CHANGE IN SHELL COMPANY STATUS

As a result of closing of the transactions contemplated by the Share Exchange Agreement, the Registrant is no longer a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(a)	Financial Statements of Businesses Acquired .

In accordance with Item 9.01(a), the audited financial statements of Arista for the years ended December 31, 2015 and 2016 and the nine months ended September 30, 2016 and 2017 are filed herewith as Exhibits 99.1 and 99.2.

(b)	Pro Forma Financial Information.

The unaudited pro forma combined balance sheet as of September 30, 2017 and unaudited pro forma combined statements of operations for the year ended December 31, 2016, and the nine months ended September 30, 2017, are filed herewith as Exhibit 99.3

(c)	Shell Company Transactions .

(d)	Exhibits.

Exhibit Number	Description	Filed
2.1	Share Exchange Agreement between Praco Corporation, Arista Capital Ltd. and the Arista Shareholders, dated April 19, 2017.	*
2.2	First Addendum to the Share Exchange Agreement, by and between Praco Corporation, Arista Capital Ltd. and the Arista Shareholders, dated July 18, 2017.	**
10.1	Purchase and Service Agreement between Arista and BCL-Equipment Leasing LLC dated as of September 14, 2016	Filed herewith
10.2	Purchase and Service Agreement between Arista and BCL-Equipment Leasing LLC dated as of September 30, 2017	Filed herewith
10.3	Employment Agreement between Registrant and Paul Patrizio dated as of December 14, 2017	Filed herewith
16.1	Letter of Friedman LLP	Filed herewith
23.1	Consent of Ciro E. Adams, CPA, LLC	Filed herewith
99.1	Arista Capital Ltd. audited financial statements and notes for the years ended December 31, 2015 and 2016	Filed herewith
99.2	Arista Capital Ltd. unaudited financial statements and notes the nine months ended September 30, 2016 and 2017	Filed herewith.
99.3	Pro forma Financial Information	Filed herewith

Incorporated by reference from Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed on April 25, 2017.

Incorporated by reference from Exhibit 10.2 to Registrant’s Annual Report on Form 10-K filed on August 24, 2017.

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.

Dated: December 20, 2017	PRACO CORPORATION

	By:	/s/ Paul Patrizio
		Paul Patrizio Chief Executive Officer

Exhibit 10.1

PURCHASE AND SERVICE AGREEMENT

This PURCHASE AND SERVICE AGREEMENT , dated as of September 14, 2016 hereof (this “ Agreement ”), is by and between BCL-EQUIPMENT LEASING LLC., an Illinois limited liability company, (“ Seller ”), and ARISTA CAPITAL LTD., a Nevada corporation (“ Buyer ”).

WITNESSETH:

WHEREAS , the Buyer desires to purchase certain Business Equipment Leases (the “Leases”) and the Seller desires to sell and assign these Leases to the Buyer as set forth herein; and

WHEREAS , the Buyer desires to have the Seller continue to service these Leases and the Seller wishes to continue to service these Leases; and

WHEREAS, the price to purchase and service such Leases shall be set forth below; and

NOW, THEREFORE , in consideration of the foregoing premises, the mutual agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. PURCHASE

The Buyer has agreed to purchase each of the Leases set forth in Exhibit A for an amount that yields the Buyer a 20% return, and accordingly, the price for all the Leases hereby purchased is set forth in Exhibit A (the “Purchase Price”). Under no circumstances shall the Buyer purchase any of the Lease Escrow Amounts (as defined in Section 2, below), and the Purchase Price shall be reduced accordingly by the amount of the Lease Escrow Amounts. Except as provided herein, the Buyer hereby purchases the Leases and such other documents (hereinafter the “Loan Documents”) executed by the lessee (the “Debtor”) as set forth in such Leases that are attached in Exhibit A and all related security including without limitation all security agreements and all titles that show Seller as the lien holder in the collateral (hereinafter the “Collateral”) as set forth below.

SECTION 2. ASSIGNMENT

The Seller hereby assigns, conveys, sells and transfers to the Buyer as of the date hereof all of its right, title and interest in the Leases attached as Exhibit A and shall execute the Assignment set forth in Exhibit C to this Agreement. Notwithstanding the foregoing, several of the Leases as set forth in Exhibit D, escrow certain amounts from the respective Debtors for maintenance and security purposes (herein the “Lease Escrow Amounts”), and such Lease Escrow Amounts are owed to the respective Debtor at the end of the lease term to the extent that the Debtor is not in default of such Lease. The Seller shall not assign and the Buyer will not assume the Lease Escrow Amounts, and Seller shall retain all obligations to return such Lease Escrowed Amounts (whether collected prior to or after the date of this Agreement) to the particular Debtor. However, in the event of a lease default that is not cured and Seller is able to retain such Lease Escrow Amounts (hereinafter a “Lease Default”), then Seller agrees to remit one half (50%) of the particular Lease Escrow Amount to Buyer within 10 days of such Lease Default.

SECTION 3. CERTAIN REPRESENTATIONS

(a) The Buyer represents and warrants that it has duly authorized, executed and delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation enforceable against the Buyer in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and general principles of equity.

(b) The Seller represents and warrants that it has duly authorized, executed and delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation enforceable against the Seller in accordance with its terms, except as enforcement of the terms hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting enforcement of creditors’ rights generally, and general principles of equity.

(i) Seller has good and marketable title to each of the Leases, and upon transfer to Buyer, each Lease will be free and clear of any and all liens, pledges, charges, or security interests of any nature and Seller has the full right and authority to sell and assign the Leases, and further the Leases were executed with duly authorized and legally binding upon Seller and the Debtor;

(ii) The schedule attached as Exhibit "B" shows the payment history and payments to be received under of each Lease, and to the best of Seller’s knowledge, all information regarding the Leases that has been provided by Seller to Buyer is true and correct in all material respects;

(iii) The Collateral is undamaged and has not experienced any casualty during the term of the Lease except as provided in Schedule 3(iii) attached hereto.

(iv) To the best of Seller’s knowledge, no Leases are subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Leases or the exercise of the rights thereunder, render the Leases unenforceable, in whole or in part, or subject it to any right of rescission, set-off, counterclaim or defense and no such right has been asserted.

(v) The Leases contain customary and enforceable provisions, (and are not subject to consumer loan regulations), such as to render the rights and remedies of the holder thereof adequate for the realization against the collateral of the benefits of the security, including realization by judicial foreclosure.

(vi) Since their origination, the Leases have not been in default except as provided in Schedule 3(vi) .

(vii) To the best of Seller’s knowledge the Collateral is being operated with all necessary inspections, licenses and certificates necessary to operate such Collateral for the business purposes of the Debtor.

(viii) The Leases and other agreements executed in connections therewith are genuine, and each is the legal, valid and binding obligation of the Debtor thereof, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws effecting the enforcement of creditors’ rights generally and by general equity principles.

(ix) The proceeds of the Leases have been fully disbursed, and there is no requirement for future advances thereunder.

(x) The Leases and Loan Documents comply with all applicable laws, statutes, and regulations.

(xi) The Debtor is not required to consent to any assignment and transfer of the Leases and Loan Documents as contemplated herein.

The representations and warranties of the Buyer and Seller shall survive the execution of this Agreement and assignment of the Leases

SECTION 4. COVENANTS

1. Seller shall retain, and Buyer shall not assume or be responsible or liable for in any way any debts, contracts, liabilities, commitments or obligations of Seller of any kind or nature whatsoever, whether absolute or contingent, liquidated or unliquidated, disclosed or undisclosed and whether or not known or unknown, accrued or matured, and whether related to or not related to the Leases which exist prior to the date of this Agreement (collectively, “Retained Liabilities”).

2. Seller and Buyer agree to cooperate in executing any required documents necessary to provide Buyer with a first lien priority security interest in the Collateral and to add Buyer as the certificate holder with respect to insurance and title covering the Collateral.

3. Seller agrees to protect, indemnify, defend and hold harmless the Buyer, its directors, officers, agents, employees, affiliates, successors, and assigns, against all liability, loss, damage or expenses up to the amount of the Purchase Price(including, without limitation, attorneys’ fees) arising out of: (i) any claims that may arise with respect to the Leases prior to the date of this Agreement, (ii) claims that arise with respect to any Retained Liabilities, including without limitation, any obligations to collect or return the Lease Escrow Amounts; or (iii) any claims that arise from a breach of the Seller’s representations and warranties as set forth above.

4. Purchaser agrees to protect, indemnify, defend and hold harmless the Seller, its directors, officers, agents, employees, affiliates, successors, and assigns, against all liability, loss, damage or expenses up to the amount of the Purchase Price (including, without limitation, attorneys’ fees) arising out of any claims that may arise with respect to the Leases after the date of this Agreement; provided, however, losses, liability, damage or expense caused by Seller’s actions or inactions as servicer of the Leases shall be excluded from this indemnity.

SECTION 5. LEASE SERVICING

A. Seller shall be responsible for administering the Leases, collecting all payments (principal, interest, late fees, or receipts resulting from the liquidation of any collateral) and disbursing to Buyer its share of all amounts received.

B. Seller hereby represents, warrants and covenants that it shall exercise that degree of ordinary care that would be exercised by bankers or financiers, in the industry, in administering a Lease in accordance with the usual practices and procedures employed by Seller on similar Leases or leases for its own account taking into consideration the size of the Lease, creditworthiness of the applicable Debtor, other credit extended to the applicable Debtor and other matters customarily taken into account in underwriting and administering similar Leases or lease in the ordinary course of Seller's business. Seller hereby represents, warrants and covenants that it shall use reasonable efforts, consistent with the efforts Seller utilizes in connection with Leases or leases for its own account, to insure that the Lease documents are enforceable in accordance with their terms, comply with regulatory requirements related thereto, and provide customary rights and remedies to the holder thereof.

C. Subject to and in accordance with the terms and conditions set forth in this Agreement, and all applicable laws, Buyer authorizes Seller to perform the following services in connection with servicing each of the Leases:

(a)

Verify, where applicable, that the property encumbered by each Lease is valid collateral and insured (at the Debtor’s expense) by a sufficient casualty insurance policy and that Debtor has sufficient liability insurance coverage.

(b)

Keep appropriate accounting records on each note or lease and the sums collected thereon, which records will reflect the amounts collected as to principal, interest and late charges, and, if applicable, insurance, taxes and other specified amounts. Those records will be available for review by the Buyer during regular business hours at Seller’s corporate office.

(c)

Until the total amount due under each Lease is paid in full:

(i)

Proceed diligently to collect all payments due under the terms of the note or lease and promptly pay the proper parties, when and if due, principal, interest, late charges, insurance and other specified funds.

(ii)

In the event the Debtor fails to make any payments to as required by the terms of the note or lease, Seller will take steps to collect the payment including but not limited to delivering default notices, commencing and pursing foreclosure procedures, and obtaining representation in litigation and bankruptcy proceedings as deemed necessary or appropriate by Seller in its business judgment to fully protect the interests of Buyer as the ultimate lender in the Lease.

(d)

Provide Buyer with regular statements regarding Lease collections, but in no event less frequently than monthly.

(e)

Buyer hereby authorizes and empowers Seller on its behalf, to (1) execute and deliver demands for payoff and beneficiary’s statements of condition and the like; (2) execute and deliver any instruments of satisfaction or cancellation, or of partial or full release, discharge, or reconveyance, or authorizations in connection therewith, with respect to any Leases paid in full and with respect to the related personal property on such Leases , (3) deliver any and all other documents with respect to any Leases that are customary and consistent with Lease servicing practices pertaining to such Leases; (4) consent to modifications of the Leases if the effect of any such modification will not materially or adversely affect the security provided by the personal property in connection therewith; (5) institute foreclosure proceedings (judicial or non-judicial), obtain a deed-in-lieu thereof, engage in settlement discussions, and enter into forbearance and other settlement-related agreements (which agreements may contain provisions that release or waive claims against a Debtor or guarantor; and (6) take title in the name of Buyer to any property upon foreclosure or delivery of a deed-in-lieu thereof. Notwithstanding any other provision contained herein, Seller may not permit any modification to any Lease that would change the interest rate, forgive the payment of any principal or interest (expressly excluding late charges or the difference between default and non-default interest), change the outstanding principal amount, or extend the maturity date, without Buyer’s prior consent.

D. Buyer authorizes Seller to retain monthly, as compensation for administration services performed hereunder, an amount which is equal to 2.0% of the scheduled payment amount of each Lease, as indicated herein (the “Servicing Fee”), (b) 50% of all penalties, and or late charges collected from the borrower pursuant to the terms of each Lease, and (c) and 50% of the default interest collected from the Debtor pursuant to the terms of each Lease. Seller shall promptly remit the remaining amount received by each Debtor, less any Expenses as provided in 5(E) below, to Buyer. The Seller shall make one monthly remittance to the Buyer that includes all lease payments collected from the Debtors under the Leases and provide Buyer with such remittance information on the monthly collections. In the event there are insufficient funds from collections under the Leases to pay the Servicing Fee and/or the Expenses, Buyer shall remit the amount of any Expenses directly to Seller within 5 business days, however, the Servicing Fee shall accrue until such time that the Collateral is sold or released.

E. Buyer shall pay the "Expenses," related to the collection or enforcement of a defaulted Lease unless otherwise provided in this Agreement or other Agreements between the parties. The term “Expenses” shall mean all reasonable out of pocket expenses incurred by Seller or any agent of Seller in connection with the collection of a Lease including, but not limited to, outside attorneys’ fees, court charges, insurance, repairs to any vehicle, towing charges, repossession charges, costs of re-sale of any vehicle, advertising costs, and all other costs and expenses typically incurred by a lender in connection with the collection of a similar Lease.

SECTION 6. CLOSING AND DELIVERABLES.

Section 6.1 This Agreement shall be effective as of the date written above (the “ Closing ”) shall take place via electronic transfer and execution of documents and corresponding wire transfers

Section 6.2 At the Closing, the Seller shall:

A. Deliver copies of the resolutions of the Seller authorizing and approving this Agreement and all transaction and other documents;

B. execute and deliver to the Buyer a bill of sale in the form of Exhibit E . attached hereto (the “ Bill of Sale ”), together with such other instruments of transfer necessary or appropriate to transfer or vest in the Buyer the Leases and Loan Documents

C. Such other documents as may be reasonably requested by Buyer's counsel.

SECTION 7. MISCELLANEOUS

Section 7.1 Amendments and Waivers . No term, covenant, agreement or condition of this Agreement may be terminated, amended or compliance therewith waived (either generally or in a particular instance, retroactively or prospectively) except by an instrument or instruments in writing executed by each party hereto.

Section 7.2 Notices . All notices hereunder shall be delivered to the addresses set forth in the Agreement.

Section 7.3 Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of, and shall be enforceable by, the parties hereto and their respective successors and assigns. No party hereto may assign rights or obligation hereunder without the consent of the other parties hereto.

Section 7.4 Governing Law and Jurisdiction . This Agreement and the rights and obligations of the parties under this Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Parties hereto irrevocably agree that all actions arising directly or indirectly as a result or in consequence of this Agreement shall be instituted and litigated only in courts having situs in the City of New York, New York. The Parties hereby consent to the exclusive jurisdiction and venue of any state or federal court located and having its situs in New York, New York, and waives any objection based on forum non conveniens.

Section 7.5 Attorneys Fees . The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this Agreement.

Section 7.6 Counterparts . This Agreement may be executed by the parties hereto by facsimile signature or portable document format (PDF) by electronic mail and in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 7.7 Headings . The headings of the various sections of this Agreement are for convenience of reference only and shall not modify, define or limit any of the terms or provisions hereof or thereof

Section 7.8 Further Assurances . From time to time after the date hereof, without additional consideration, each of the parties agrees to execute, acknowledge, deliver, file and record, or cause to be executed, acknowledged, delivered, filed and recorded, such further instruments, and take such other action, as may be necessary or reasonably requested by the other party to make effective the transactions contemplated by this Agreement and to provide the other party the intended benefits of this Agreement. In furtherance of the foregoing, and not in limitation thereof, upon reasonable request of the Buyer, the Seller shall execute, acknowledge and deliver all such further assurances, deeds, assignments, consequences, powers of attorney and other instruments and papers as may be required to sell, transfer, assign, convey and deliver to the Buyer all right, title and interest in, the Lease subject to this Agreement. Seller shall retain in trust physical possession of the Lease documents and any other documents or instruments in its physical possession relating to the Leases in accordance with the terms of this Agreement for the benefit of Buyer as owners of the Leases. Seller acknowledges that Buyer's interest in each and every Lease made by Seller pursuant to this Agreement is subject to an assignment as set forth in this Purchase Agreement and accordingly all rights as the lender under the Lease are held by Buyer as the owner of the Lease.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement for the purposes herein expressed pursuant to all requisite authority as of this 14th day of September, 2016.

SELLER		BUYER

BCL-Equipment Leasing LLC		ARISTA CAPITAL LTD.

By: BCL-M&E LLC, its Member		By:

Name:		Name:
	Ross A. Ettin

Title:		Title:

Address of Seller		Address of Buyer

450 Skokie Blvd.		200 Madison Avenue
Suite 604		Suite 204
Northbrook, IL 60062		Morristown, NJ 07960

EXHIBIT “A”

PURCHASE PRICE AND LEASE DOCUMENTS LIST

LIST OF LEASES

Name of Lease		Purchase Price of each Lease

		$

Aggregate Purchase Price:		$

Contract #	Contract Receivable		Sale Price		Start Date	Maturity Date	Payments Remaining		Payment Amount
15-383-1	$	62,050.00	$	46,345,65	8/19/2015	9/19/2019		73	$	850.00
15-426-1	$	68,020.00	$	50,240.18	10/7/2015	11/7/2019		76	$	895.00
16-042-1	$	102,754.00	$	75,842,75	4/28/2016	11/28/2019		166	$	619.00
16-052-1	$	86,220.00	$	62,134.89	7/29/2016	2/29/2020		180	$	479.00
	$	319,044.00	$	234,563.47

Exhibit 10.2

PURCHASE AND SERVICE AGREEMENT

This PURCHASE AND SERVICE AGREEMENT , dated as of September 30, 2017 hereof (this “ Agreement ”), is by and between BCL-EQUIPMENT LEASING LLC., an Illinois limited liability company, (“ Seller ”), and ARISTA CAPITAL LTD., a Nevada corporation (“ Buyer ”).

WITNESSETH:

WHEREAS , the Buyer desires to purchase certain Business Equipment Leases (the “Leases”) and the Seller desires to sell and assign these Leases to the Buyer as set forth herein; and

WHEREAS , the Buyer desires to have the Seller continue to service these Leases and the Seller wishes to continue to service these Leases; and

WHEREAS , the price to purchase and service such Leases shall be set forth below; and

SECTION 1. PURCHASE

The Buyer has agreed to purchase each of the Leases set forth in Exhibit A for an amount that yields the Buyer a 20% return, and accordingly, the price for all the Leases hereby purchased is set forth in Exhibit A (the “Purchase Price”). The Seller has agreed to grant a credit of $25,000 towards the Purchase Price for the purchase of certain trucks from defaulted leases less $2,500 to reimburse Seller for costs it has incurred with respect to these trucks which is all described in a letter attached herewith. Under no circumstances shall the Buyer purchase any of the Lease Escrow Amounts (as defined in Section 2, below), and the Purchase Price shall be reduced accordingly by the amount of the Lease Escrow Amounts. Except as provided herein, the Buyer hereby purchases the Leases and such other documents (hereinafter the “Loan Documents”) executed by the lessee (the “Debtor”) as set forth in such Leases that are attached in Exhibit A and all related security including without limitation all security agreements and all titles that show Seller as the lien holder in the collateral (hereinafter the “Collateral”) as set forth below.

SECTION 2. ASSIGNMENT

SECTION 3. CERTAIN REPRESENTATIONS

(iii) The Collateral is undamaged and has not experienced any casualty during the term of the Lease except as provided in Schedule 3(iii) attached hereto.

(vi) Since their origination, the Leases have not been in default except as provided in Schedule 3(vi) .

(ix) The proceeds of the Leases have been fully disbursed, and there is no requirement for future advances thereunder.

(x) The Leases and Loan Documents comply with all applicable laws, statutes, and regulations.

(xi) The Debtor is not required to consent to any assignment and transfer of the Leases and Loan Documents as contemplated herein.

The representations and warranties of the Buyer and Seller shall survive the execution of this Agreement and assignment of the Leases

SECTION 4. COVENANTS

3. Seller agrees to protect, indemnify, defend and hold harmless the Buyer, its directors, officers, agents, employees, affiliates, successors, and assigns, against all liability, loss, damage or expenses up to the amount of the Purchase Price (including, without limitation, attorneys’ fees) arising out of: (i) any claims that may arise with respect to the Leases prior to the date of this Agreement, (ii) claims that arise with respect to any Retained Liabilities, including without limitation, any obligations to collect or return the Lease Escrow Amounts; or (iii) any claims that arise from a breach of the Seller’s representations and warranties as set forth above.

SECTION 5. LEASE SERVICING

(a)

(b)

(c)

Until the total amount due under each Lease is paid in full:

(i)

(ii)

(d)

Provide Buyer with regular statements regarding Lease collections, but in no event less frequently than monthly.

(e)

Buyer hereby authorizes and empowers Seller on its behalf, to (1) execute and deliver demands for payoff and beneficiary’s statements of condition and the like; (2) execute and deliver any instruments of satisfaction or cancellation, or of partial or full release, discharge, or reconveyance, or authorizations in connection therewith, with respect to any Leases paid in full and with respect to the related personal property on such Leases , (3) deliver any and all other documents with respect to any Leases that are customary and consistent with Lease servicing practices pertaining to such Leases; (4) consent to modifications of the Leases if the effect of any such modification will not materially or adversely affect the security provided by the personal property in connection therewith; (5) institute foreclosure proceedings (judicial or non-judicial), obtain a deed-in- lieu thereof, engage in settlement discussions, and enter into forbearance and other settlement-related agreements (which agreements may contain provisions that release or waive claims against a Debtor or guarantor; and (6) take title in the name of Buyer to any property upon foreclosure or delivery of a deed-in-lieu thereof. Notwithstanding any other provision contained herein, Seller may not permit any modification to any Lease that would change the interest rate, forgive the payment of any principal or interest (expressly excluding late charges or the difference between default and non-default interest), change the outstanding principal amount, or extend the maturity date, without Buyer’s prior consent.

SECTION 6. CLOSING AND DELIVERABLES.

Section 6.1 This Agreement shall be effective as of the date written above (the “ Closing ”) shall take place via electronic transfer and execution of documents and corresponding wire transfers

Section 6.2 At the Closing, the Seller shall:

A. Deliver copies of the resolutions of the Seller authorizing and approving this Agreement and all transaction and other documents;

B. execute and deliver to the Buyer a bill of sale in the form of Exhibit E. attached hereto (the “Bill of Sale ”), together with such other instruments of transfer necessary or appropriate to transfer or vest in the Buyer the Leases and Loan Documents

C. Such other documents as may be reasonably requested by Buyer's counsel.

SECTION 7. MISCELLANEOUS

Section 7.1 Amendments and Waivers . No term, covenant, agreement or condition of this Agreement may be terminated, amended or compliance therewith waived (either generally or in a particular instance, retroactively or prospectively) except by an instrument or instruments in writing executed by each party hereto.

Section 7.2 Notices. All notices hereunder shall be delivered to the addresses set forth in the Agreement.

Section 7.3 Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of, and shall be enforceable by, the parties hereto and their respective successors and assigns. No party hereto may assign rights or obligation hereunder without the consent of the other parties hereto.

Section 7.4 Governing Law and Jurisdiction . This Agreement and the rights and obligations of the parties under this Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Parties hereto irrevocably agree that all actions arising directly or indirectly as a result or in consequence of this Agreement shall be instituted and litigated only in courts having situs in the City of New York, New York. The Parties hereby consent to the exclusive jurisdiction and venue of any state or federal court located and having its situs in New York, New York, and waives any objection based on forum non conveniens.

Section 7.5 Attorneys Fees . The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this Agreement.

Section 7.6 Counterparts . This Agreement may be executed by the parties hereto by facsimile signature or portable document format (PDF) by electronic mail and in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 7.7 Headings . The headings of the various sections of this Agreement are for convenience of reference only and shall not modify, define or limit any of the terms or provisions hereof or thereof

Section 7.8 Further Assurances . From time to time after the date hereof, without additional consideration, each of the parties agrees to execute, acknowledge, deliver, file and record, or cause to be executed, acknowledged, delivered, filed and recorded, such further instruments, and take such other action, as may be necessary or reasonably requested by the other party to make effective the transactions contemplated by this Agreement and to provide the other party the intended benefits of this Agreement. In furtherance of the foregoing, and not in limitation thereof, upon reasonable request of the Buyer, the Seller shall execute, acknowledge and deliver all such further assurances, deeds, assignments, consequences, powers of attorney and other instruments and papers as may be required to sell, transfer, assign, convey and deliver to the Buyer all right, title and interest in, the Lease subject to this Agreement. Seller shall retain in trust physical possession of the Lease documents and any other documents or instruments in its physical possession relating to the Leases in accordance with the terms of this Agreement for the benefit of Buyer as owners of the Leases. Seller acknowledges that Buyer's interest in each and every Lease made by Seller pursuant to this Agreement is subject to an assignment as set forth in this Purchase Agreement and accordingly all rights as the lender under the Lease are held by Buyer as the owner of the Lease.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement for the purposes herein expressed pursuant to all requisite authority as of this 30 ^th day of September, 2017.

SELLER	BUYER

BCL-Equipment Leasing LLC	ARISTA CAPITAL LTD.

	By:	/s/ Paul Patrizio
Name:	Name: Title:	Paul Patrizio CEO
Title:

Address of Seller		Address of Buyer

450 Skokie Blvd.		200 Madison Avenue
Suite 604		Suite 204
Northbrook, IL 60062		Morristown, NJ 07960

EXHIBIT “A”

PURCHASE PRICE AND LEASE DOCUMENTS LIST

LIST OF LEASES

Name of Lease	Purchase Price of each Lease

Contract #	Contract Receivable		Sale Price
15-365-1	$	13,440.00	$	12,234.44
15-483-1	$	16,335.00	$	14,199.75
15-486-1	$	15,920.00	$	13,873.47
15-360-1	$	16,800.00	$	15,113.16

Aggregate Purchase Price :			$	55,420.82

Exhibit 10.3

EMPLOYMENT AGREEMENT

This Employment Agreement (the “ Agreement ”) is by and between ARISTA FINANCIAL CORP .(formerly Praco Corp.), a Nevada corporation, (the “ Corporation ”) and PAUL L. PATRIZIO (the “ Executive ”) and is effective as of the date of the consummation of the share exchange (the “Share Exchange”) between the Corporation and the shareholders of Arista Capital Ltd. (“Arista”) (the “ Effective Date ”)

Introduction

The Corporation wishes to retain the services of the Executive and the Executive wishes to be employed by the Corporation after the consummation of the Share Exchange. Accordingly, the Corporation and the Executive desire to enter into an employment agreement which will set forth the terms and conditions upon which the Executive shall be employed by the Corporation and upon which the Corporation shall compensate the Executive.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employment . The Executive and the Corporation hereby agree upon the terms and conditions of employment hereinafter set forth and the previous employment agreement between the Executive and Arista dated July 1, 2014 is hereby terminated on the Effective Date of this Agreement.

2. Term . Unless earlier terminated in accordance with the terms hereof, the term of this Agreement shall be for the period commencing as of the Effective Date and ending December 31, 2022; provided , however , that on the anniversary date of this Agreement each year thereafter, this Agreement shall automatically be extended for successive one-year periods unless the Corporation or the Executive shall have given the other written notice of its or his intention to terminate this Agreement at least six (6) months prior to the anniversary date of any such year. Such notice by the Corporation to terminate this Agreement shall be deemed a termination without cause under Section 11. Any failure by the Corporation or the Executive to give timely notice of termination shall cause the term of employment of the Executive to be automatically renewed hereunder for an additional one (1) year period. Upon termination or expiration of this Agreement, the Executive shall be vested with all of the pension benefits commensurate with twenty (20) years’ service with the Corporation, its successors or assigns, in any pension, profit sharing , incentive stock option, supplemental retirement or other compensation plans for qualified and non-qualified executive employees of the Corporation, now or hereafter implemented.

3. Duties .

(a) The Executive shall serve as the Chief Executive Officer of the Corporation, in which capacities he shall be responsible for directing the operations and strategy of the Corporation and its subsidiaries and such other duties consistent with such position as the Board of Directors of the Corporation (the “ Board ”) shall determine from time to time. In addition, Executive shall serve as the Chairman of the Board and as interim General Counsel of the Corporation. Without limiting the foregoing, the Executive shall consult with the Board with respect to determining the Corporation’s business strategies. The position, duties and responsibilities of the Executive hereunder may be changed, in writing, from time to time after the date of his Agreement by mutual agreement of the parties. The parties further agree that upon a Change of Control (as hereinafter defined), if the Corporation fails and refuses to elect, appoint or name the Executive as the Chairman of the Board and Chief Executive Officer of the Corporation, the Executive, at his sole and exclusive option shall be entitled to terminate this Agreement and upon such termination, the provisions of Section 12 shall apply.

(b) In the event that the Executive agrees in writing to be replaced by another individual to serve as the Corporation’s Chief Executive Officer and/or its Chairman of the Board, the Executive’s compensation and benefits hereunder shall not be reduced or compromised in any manner.

(c) The Executive shall receive no additional compensation for any services rendered as a Director in the event he is simultaneously employed by the Corporation and serving as a director of the Corporation.

(d) During the term of this Agreement, the Executive shall, without compensation other than that herein provided (unless the Board shall assign additional salary for such duties and services), also serve and continue to serve, if and when elected and re-elected, as an officer or director, or both, of any subsidiary, division or affiliate of the Corporation, provided the Executive shall not be obligated to relocate from the New York City metropolitan area and shall not incur any personal liabilities therefore that the corporation does not bond or insure against in amounts satisfactory to the Executive.

(e) Unless otherwise agreed to by the Executive, the office of the Executive shall be located at the principal offices of the Corporation within the New York metropolitan area and the Executive shall not be required to locate his office elsewhere without his prior written consent. The Executive shall not be required to travel outside the New York metropolitan area more than sixty (60) days per year.

4. Compensation .

(a) Salary . For all services rendered by the Executive pursuant to this Agreement, during the term of this Agreement the Corporation shall pay the Executive a salary at the following annual rates based upon the financial statements of the Corporation:

(i)

Upon the Effective Date, the Executive’s base compensation shall be at the rate of One Hundred Fifty Thousand Dollars ($150,000);

(ii)

Thereafter; upon the first Five Hundred Dollars ($500,000) of gross proceeds in Financing raised by the Corporation, during the Term of this Agreement the Executive’s base salary compensation shall be raised to Two Hundred Thousand Dollars ($200,000);

(iii)

Thereafter; upon the next Five Hundred Dollars ($500,000) of gross proceeds in Financing raised by the Corporation, during the Term of this Agreement the Executive’s base salary compensation shall be raised to Two Hundred Fifty Thousand Dollars ($250,000);

(iv)

Thereafter; for each additional One Million Dollars ($1,000,000) of gross proceeds in Financing raised by the Corporation, during the Term of this Agreement the Executive’s base salary compensation shall be increased by Twelve Thousand Dollars ($12,000).

The Employee’s base salary shall be increased on each January 1 ^st during the term of this Agreement by not less than five percent (5%) of the then annual compensation amount. The Board in its sole discretion may further increase said salary from time to time. In exercising such discretion, the Board shall, not less than once each year, review the Executive’s performance relative to performance criteria discussed by the Board and established with the Executive and adopted by the Board at the beginning of such year. Payments hereunder shall be made at the same frequency as payments made to other employees of the Corporation. Financing shall mean all forms of debt and equity funding received by the Corporation.

(b) Annual Bonus . The Executive will earn an annual bonus as follows: nine percent (8%) of the Corporation’s annual EBITDA (Earnings before interest expense, taxes, depreciation, and amortization and all other non-cash charges) up to the first $5,000,000 of EBITDA, then 5% on amounts thereafter, based on the audited consolidated results of the Corporation. This bonus shall be payable in cash within thirty (30) days after the audit has been completed.

(c) Transaction Bonus . In addition, the Executive will be entitled to a transaction bonus in the amount of Twenty Thousand Dollars ($20,000) payable in cash at the closing of the Share Exchange in addition to any amounts outstanding to him from Arista at that time.

(d) Options . In addition, the Executive shall be granted 300,000 options to purchase 300,000 shares of the Corporation’s common stock exercisable at $1.00 per share which shall vest annually on a pro rata basis over the 3 year period commencing January 1, 2019.

5. Full-Time Services . During the term of this Agreement, the Executive shall use his best efforts to promote the interests of the Corporation and shall devote his full time and efforts to its business and affairs. The Executive shall not engage in any other activity that could reasonably be expected to interfere with the performance of his duties, responsibilities and services hereunder; provided, however , Executive may continue his activities as Executive Chairman and General Counsel to MPMI Solutions, Inc. and Of Counsel to Wollmuth Maher & Deutsch LLP or such other entities or law firms, as well as his other activities through Apogee Partners LLC or his affiliated entities so long as they are not competitive to the Corporation or unduly interfere with the Executive’s time devoted to the activities of the Corporation .

6. Reimbursement of Incurred Business Expenses . The Executive is authorized to incur reasonable expenses for promoting the business of the Corporation, including expenses for entertainment, travel and similar items. The Corporation will reimburse the Executive for appropriate and reasonable expenses upon the Executive’s presentation of an itemized account of such expenditures in such format as the Corporation shall dictate. The Corporation shall at all times retain access to the records maintained by Executive relative to any such reimbursable expenses. In recognition of Executive’s need for an office (including one that may be maintained at his home), professional development fees, use of his automobile for business purposes and telecommunications expenses for business purposes, the Corporation will provide Executive with an allowance equal to Two Thousand Five Hundred Dollars ($2,500) per month which amount shall increase at the same rate as the Executive’s base compensation.

7. Restrictive Covenants .

(a) During the term of this Agreement and for a period of one (1) year after the termination of Executive’s employment with the Corporation pursuant to the terms of this Agreement, regardless of the reason for such termination, the Executive will not, directly or indirectly, individually or as a consultant to, or as an officer, director, employee, equity owner or agent of, or otherwise participate in the ownership or operation of any business providing similar products and services as the Corporation in the geographical areas served by the Corporation and its subsidiaries at the time of such termination, but nothing contained herein shall be deemed to prohibit the Executive from investing in any company engaged in such business, the stock of which is available in a public securities market.

(b) During the term of this Agreement and for a period of one (1) year after the termination of such employment, regardless of the reason for such termination, the Executive will not, directly or indirectly, solicit or endeavor to entice away from the Corporation or from any of its subsidiaries, or otherwise materially interfere with the business relationship of the Corporation or any of its subsidiaries with, ( i ) any person who is employed by or associated with the Corporation any of its subsidiaries; or ( ii ) any person or entity who is, or was within a one (1) year period immediately preceding termination, a customer or client of, supplier to or other party having material business relations with the Corporation or any of its subsidiaries.

(c) The Executive acknowledges that a breach of any of the covenants contained in this Section 7 would result in irreparable injury to the Corporation for which there may be no adequate remedy at law and that, in the event of an actual or threatened breach by the Executive of the provisions of this Section 7, the Corporation shall be entitled to pursue and obtain injunctive relief restraining the Executive from doing any act prohibited hereunder. Nothing contained herein shall be construed as prohibiting the Corporation from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any monetary damages to which it would be entitled under the law. In the event that any provision of this Section 7 is held to be unenforceable as a result of it being too broad, either in terms of time or geographical extent, the Executive agrees that the court can adapt and limit this Section 7 so as to make the provisions hereof enforceable to the fullest extent permissible.

8. Disclosure of Information . The Executive recognizes and acknowledges that the Corporation’s trade secrets and all other confidential and proprietary information of a business, financial or other nature, including without limitation, lists of the Corporation’s actual and prospective customers, as they exist from time to time (collectively, the “ Confidential Information ”), are a valuable and unique asset of the Corporation and therefore agrees that he will not, either during or after the term of his employment, disclose any Confidential Information concerning the Corporation and/or its subsidiaries, to any person, firm, corporation, association or other entity, for any reason whatsoever, unless previously authorized to do so by the Board. It is understood that the term “Confidential Information” shall not include any information that has entered or enters the public domain through no fault of the Executive. The Executive shall not make any use whatsoever, directly or indirectly, of the Confidential Information, except as required in connection with the performance of his duties for the Corporation. For the purpose of enforcing this provision, the Corporation may resort to any remedy available to it under the law.

9. Benefits .

(a) During the term of this Agreement, the Executive shall be entitled to participate in any employee benefit plans and arrangements made available to the Corporation’s management employees and/or executives, including, without limitation, medical insurance plans, group life insurance, long-term disability plans, 401(k) plan, dental plans or health-and-accident plans, and any of such plans and arrangements may be amended from time to time. The Corporation will provide the Executive with an allowance equal to Two Thousand Dollars ($2,000) per month for health insurance with such allowance increased on each anniversary date of this Agreement at the same rate as the Executive’s base compensation in addition to any amounts provided to employees generally.

(b) Vacations . The Executive shall be entitled to five (5) weeks of paid vacation and ten (10) personal or sick days for each full calendar year during the term of this Agreement, but if any of such time is not taken during a calendar year during the term, it shall not be added to the subsequent year’s totals. The Executive shall also be entitled to all paid holidays given by the Corporation to its management employees and/or executives.

(c) Life and Disability Insurance . For so long as the Executive remains employed by the Corporation, and until such time as the Corporation arranges a policy(ies) acceptable to the Executive, the Corporation shall provide the Executive with an allowance for life and disability insurance equal to Five Hundred Dollars ($500) per month with such allowance increased on each anniversary date of this Agreement at the same rate as the Executive’s base compensation in addition to any amounts provided to employees generally.

(d) During the term of this Agreement, the Executive shall be and continue to be a full participant in any Incentive Stock Option Plan of the Corporation, any Additional Compensation Plan of the Corporation (providing for Short and Long-Term Awards) and in any and all other executive incentive plans in which executives of the Corporation participate that may be hereafter adopted, including without limitation, any stock option, stock purchase or stock appreciation plans, or any successor plans that may be adopted by the Corporation, with at least the same reward opportunities, if any, that have heretofore been provided to the Executive and, in the case of Long-Term Awards under the Additional Compensation Plan, with at least the same reward opportunities following a Change in Control (as hereinafter defined) as the highest reward opportunity, if any, that shall have been provided to the Executive prior to the date on which a Change in Control of the Corporation shall have occurred. Nothing in this Agreement shall preclude other benefits awarded in accordance with the Corporation’s policy and improvement of reward opportunities in such plans or other plans in accordance with the practice of the Corporation on or after the date of this Agreement.

10. Disability and Death. In the event that Executive is absent from employment by reason of illness or other incapacity by which Executive is unable to perform the essential functions of his position for more than six (6) consecutive months during the term of this Agreement or if the Executive dies during the term of this Agreement, the Corporation may terminate this Agreement and the Corporation shall pay to the Executive’s estate in a lump sum within sixty (60) days, an amount equal to three (3) times the Executive’s annual salary rate then payable to the Executive pursuant to Section 4(a) of this Agreement.

11. Termination .

(a) The Corporation shall have the right, on written notice to the Executive, by action of its Board, to terminate the Executive’s employment immediately at any time for cause or without cause.

(b) For purposes of this Agreement, “ cause ” shall mean (i) conviction of a crime involving dishonesty or (ii) willfully engaging in conduct materially injurious to the Corporation or (iii) the material breach of this Agreement or any other agreement between the Executive and the Corporation, which material breach has not been cured by Executive within ten (10) days after Executive’s receipt of written notice from the Corporation of such material breach.

(c) In the event of termination of employment by the Corporation pursuant to this Section 11, without cause, the Corporation shall continue for a period equal to the greater of (A) the balance of the term of this Agreement, or (B) two (2) years, the following: (i) the Executive’s base salary at its then annual rate, and (ii) provide to the Executive the benefits under Sections 9 and 10. In addition, the Corporation shall pay the Executive in a lump sum, within thirty (30) days of the date of termination, an amount equal to the bonus or other incentives paid to the Executive in the preceding year under this Agreement. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 11(c) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 11 be reduced by any compensation earned by Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by Executive to the Corporation, or otherwise.

(d) In the event of termination of this Agreement for any other reason (including death or disability), the Corporation shall have no further obligation to make any payments or provide any benefits hereunder (except, where applicable, the payments required under Section 10 or under Section 12 below).

(e) In the event of termination of the Executive’s employment by the Corporation in the first (1 ^st ) year of this Agreement for any reason whatsoever excluding a termination with cause, the Corporation shall pay as severance to the Executive, no later than thirty (30) days following the date of termination, the greater of (i) three hundred percent (300%) of the maximum allowable bonus payable to the Executive pursuant to Section 4(b); or (ii) the sum of Three Hundred Thousand Dollars ($300,0000).

(f) The Executive may resign during the term of this Agreement for Good Reason. For purposes of this Agreement, the term “Good Reason” shall mean the Corporation breaches or fails to perform any of its material commitments, duties, or obligations under this Agreement and such breach or failure continues for a period of thirty (30) days after the Executive provides the Corporation with written notice of such breach or failure; a significant reduction or change by the Corporation in the nature or scope of the authority of, such duties or responsibilities assigned to or held by the Executive that are inconsistent with the Executive’s role with the Corporation, without the Executive’s consent; a transfer or relocation of the site of employment of the Executive, without the Executive’s express written consent, to a location more than fifty (50) miles from the location of the Executive’s then current principal location of employment (excluding business travel). If the Executive resigns for Good Reason, the Corporation shall continue to pay the Executive’s base compensation in accordance with Section 4(a) for a period (i) of six (6) months from the date of termination, or equal to the length of time from the date of termination until the end of the Employment Agreement, had the Executive’s employment not been terminated, whichever is longer; (ii) the Corporation shall pay to the Executive any bonuses that would otherwise be due to the Executive should his employment have not been terminated; and (iv) the Corporation shall pay to the Executive any other payments or benefits that the Executive is eligible to receive under any benefit or retirement plans or other arrangements that would, by their terms, apply.

(g) In the event that the Executive shall, at the time of termination, hold any outstanding and unexercised (whether or not exercisable at the time) stock option or options theretofore granted to the Executive by the Corporation or its successors or assigns, the Corporation, at the Executive’s option, shall immediately pay to the Executive, in a lump sum, an amount equal to the excess above the option exercise price under each such option, the fair market value of the shares subject to each such option at the time of termination. Solely for the purpose of this subsection, “fair market value” shall be deemed to mean the higher of (i) the average of the reported closing prices of the common shares of the Corporation, as reported on the exchange on which it traded for the last trading day prior to the date of termination and for the last trading day of each of the two preceding thirty-day periods, and (ii) in the event that a Change of Control, as defined hereinafter, occurred prior to termination as a result of a tender or exchange offer, or otherwise, and such Change of Control was consummated within twelve (12) months of termination, an amount equal to the per share consideration paid for the common shares of the Corporation acquired in the course of such tender or exchange offer.

(h) Notice of Termination . Any termination of the Executive’s employment by the Corporation or by the Executive pursuant to this Section 11 shall be communicated by written Notice of Termination to the other party in accordance with Section 14. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances, if any, claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

(i) Date of Termination . The term “date of termination” shall mean (i) if the Executive’s employment is terminated by his death, the date of his death, (ii) if the Executive’s employment is terminated due to Disability, ten (10) days after the Corporation’s notice is given (provided that the Executive shall not have returned to the performance of his duties during such ten (10) day period), (iii) if the Executive’s employment is terminated for cause, one day after the Notice of Termination is given, or (iv) if the Executive’s employment is terminated for Good Cause, ten (10) days after the Notice of Termination, or upon such date set forth in the notice if such date is more than ten (10) days after the giving of the Termination Notice, (v) if this Agreement terminates at the end of the initial term or any renewal term pursuant to Section 2, the date of such expiration.

12. Change in Control .

(a) In the event that (i) the duties and responsibilities of Executive are at any time significantly changed (by diminution, increase or other significant alteration) from the duties and responsibilities presently exercised by him; or (ii) there is a “Change in Control” (as hereinafter defined) of the Corporation, Executive may at his election, at any time within one year after either of such events, terminate this Agreement with 60 days prior written notice and Executive shall be entitled to the following compensation, in lieu of the other compensation and bonuses provided herein:

(i)

In lieu of any further salary and bonus payments to the Executive for periods subsequent to the termination, the Corporation shall pay as severance pay to the Executive, no later than thirty (30) days following the effective date of termination, (x) a lump-sum severance payment equal to three (3) times the Executive’s annual salary rate in effect as of the termination, or if greater, such rate in effect immediately prior to the Change in Control of the Corporation and (y) an amount equal to three (3) times any bonus received by him for the previous year.

(ii)

In addition, all unvested stock grants, stock options, warrants or any other securities of the Corporation then held by the Executive shall immediately vest.

(iii)

In addition thereto, the Executive, and/or his beneficiaries and survivors, shall be entitled to all of the benefits of this Agreement based upon the Executive’s retirement, including full health insurance, disability insurance, long-term health care and life insurance, together with twenty (20) years fully vested service with respect to any employee benefit plans, retirement plans or profit sharing plans of the Corporation, deemed to have occurred one (1) day prior to the date of said termination. At a minimum, for twenty-four (24) months after such termination, the Corporation shall arrange to provide the Executive with life, disability, accident, medical insurance and all other employment benefits substantially similar to those that the Executive was receiving immediately prior to the termination.

(b) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 12 by seeking other employment or otherwise.

(c) For purposes of this Agreement, a “ Change in Control ” shall be deemed to have occurred if (i) any “person” or group of “persons” (as the term “person” is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) (other than persons (A) holding equity interests or (B) with whom the Corporation has entered into definitive agreements regarding the purchase of equity interests, as of the first day of the term date of this Agreement and their affiliates, and other than the Executive) becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing twenty-five percent (25%) or more of the combined voting power of the then outstanding securities of the Corporation; (ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board, and any new director whose election or nomination was approved by the directors in office who either were directors at the beginning of the period or whose election or nomination was previously so approved, cease for any reason to constitute at least a majority of the Board thereof; or (iii) the stockholders of the Corporation approve a merger or consolidation of the Corporation with any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than twenty-five percent (25%) of the combined voting power of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation.

13. Enforceability, etc . This Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited or invalid under any such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating or nullifying the remainder of such provision or any other provisions of this Agreement. If any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, such provisions shall be construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by applicable law.

14. Notices . Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when (i) delivered in person, (ii) sent by certified mail, postage prepaid, (iii) delivered by a nationally recognized overnight delivery service or (iv) sent by telecopy, provided that a confirmation copy is sent via a nationally recognized overnight delivery service on the same business day, addressed, if to the Corporation, at the Corporation’s executive offices, Attn: President, and if to the Executive, at the address of his personal residence as maintained in the Corporation’s records, with a copy sent via facsimile and certified mail, return receipt requested, to any attorney designated by the Executive in writing to the Corporation prior to the Corporation giving the notice in question. Any party may change the person and address to which notices or other communications are to be sent by giving written notice of such change to the other party in the manner provided herein for giving notice.

15. Waiver . The waiver by either party of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach.

16. Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the Corporation, its successors and assigns, and the Executive, his heirs and legal representatives.

17. Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It may be changed only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada without giving effect to principles of conflicts of laws. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as of the date first above written.


PAUL L. PATRIZIO

ARISTA FINANCIAL CORP. (Formerly Praco Corp.)

By:
	Kenneth Mathews, Vice Chairman

Exhibit 16.1

December 20, 2017

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549 – 7561

Re: Praco Corporation

Commission File No. 333-169802

Ladies and Gentlemen:

We have read Item 4.01 of Praco Corporation’s Form 8-K dated December 20, 2017 and we agree with the statements made regarding our firm. We have no basis to agree or disagree with other statements contained therein.

Sincerely,

/s/ FRIEDMAN LLP

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and

Stockholders of Arista Capital Ltd.

Morristown, NJ 07960-6167

We hereby consent to the incorporation by reference in this Form 8-K of Praco Corporation for the event dated December 14, 2017, of our report dated December 14, 2017, relating to the financial statements of Arista Capital Ltd. for the two years ended December 31, 2016 and 2015. Our report contains an explanatory paragraph regarding Arista Capital Ltd.'s ability to continue as a going concern.

Ciro E. Adams, CPA, LLC

Wilmington, DE 19806-1004

December 20, 2017

56 Rockford Road, Wilmington, DE 19806-1004

Phone: 302-652-4783 Cell: 609-509-3856

ciro@ciroadamscpa.com

www.ciroadamscpa.com

Exhibit 99.1

ARISTA CAPITAL LTD.

INDEX TO FINANCIAL STATEMENTS

December 31, 2016 and 2015

CONTENTS

Report of Independent Registered Public Accounting Firm	F-2

Financial Statements:

Balance Sheets - As of December 31, 2016 and 2015	F-3

Statements of Operations - For the Years Ended December 31, 2016 and 2015	F-4

Statements of Changes in Stockholders’ Deficit - For the Years Ended December 31, 2016 and 2015	F-5

Statements of Cash Flows – For the Years Ended December 31, 2016 and 2015	F-6

Notes to Financial Statements	F-7 to F-17

F- 1

REPORT OF INDEPENDENT REGISTERE D PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Arista Capital Ltd .

Morristown NJ 07960-6167

We have audited the accompanying balance sheets of Arista Capital Ltd. as of December 31, 2016 and 2015, and the related statements of income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2016. Arista Capital Ltd.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Arista Capital Ltd. as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has recurring net losses from operations and a stockholders’ deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Ciro E. Adams, CPA, LLC

Ciro E. Adams, CPA, LLC

Wilmington, DE 19806-1004

December 14, 2017

F- 2

ARISTA CAPITAL LTD.

BALANCE SHEETS

	December 31,			December 31,
	2016			2015

ASSETS
CURRENT ASSETS:
Cash	$	91,687		$	11,169
Financing leases receivable, net		80,443			4,668
Accrued interest receivable		4,201			-
Prepaid expenses		549			250
Equipment held for sale		2,700			-

Total Current Assets		179,580			16,087

LONG-TERM ASSETS:
Financing leases receivable, net		63,131			-
Property and equipment, net		200			400

Total Long-term Assets		63,331			400

Total Assets	$	242,911		$	16,487

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	1,000		$	500
Accrued interest payable		9,578			754
Accrued interest payable - related parties		756			754
Accrued expenses		5,480			30

Total Current Liabilities		16,814			2,038

LONG-TERM LIABILITIES:
Convertible notes payable, net		296,522			25,695
Convertible notes payable, net - related parties		29,009			28,251

Total Long-term Liabilities		325,531			53,946

Total Liabilities		342,345			55,984

Commitments and Contingencies (See Note 9)

STOCKHOLDERS’ DEFICIT:
Preferred stock, $.0001 par value, 20,000,000 shares authorized; No shares issued and outstanding at December 31, 2016 and 2015		-			-
Common stock: $.0001 par value, 100,000,000 shares authorized; 1,042,000 and 1,000,000 issued and outstanding at December 31, 2016 and 2015		104			100
Additional paid-in capital		275,549			85,706
Accumulated deficit		(375,087	)		(125,303	)

Total Stockholders’ Deficit		(99,434	)		(39,497	)

Total Liabilities and Stockholders’ Deficit	$	242,911		$	16,487

See accompanying notes to financial statements.

F- 3

ARISTA CAPITAL LTD.

STATEMENTS OF OPERATIONS

	For the Years Ended
	December 31,
	2016			2015

REVENUES:
Interest on lease financings	$	13,278		$	1,251
Other fee income		750			150

Total revenues		14,028			1,401

OPERATING EXPENSES:
Compensation and benefits		104,180			85,048
Professional fees		16,028			9,385
Provision for lease losses		79,000			7,755
General and administrative expenses		13,538			15,660

Total operating expenses		212,746			117,848

LOSS FROM OPERATIONS		(198,718	)		(116,447	)

OTHER EXPENSES:
Interest expense		47,302			1,419
Interest expense - related parties		3,764			2,615

Total other expenses		51,066			4,034

LOSS BEFORE INCOME TAXES		(249,784	)		(120,481	)

PROVISION FOR INCOME TAXES		-			-

NET LOSS	$	(249,784	)	$	(120,481	)

NET LOSS PER COMMON SHARE:
Basic and Diluted	$	(0.25	)	$	(0.12	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and Diluted		1,000,115			985,041

See accompanying notes to financial statements.

F- 4

ARISTA CAPITAL LTD.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

									Additional					Total
	Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders’
	# of Shares		Amount		# of Shares		Amount		Capital		Deficit			Deficit

Balance, December 31, 2014		-	$	-		985,000	$	98	$	5,027	$	(4,822	)	$	303

Common stock issued for services		-		-		15,000		2		3,686		-			3,688

Capital contribution		-		-		-		-		10,000		-			10,000

Contributed services		-		-		-		-		60,000		-			60,000

Warrants issued in connection with convertible notes		-		-		-		-		6,993		-			6,993

Net loss		-		-		-		-		-		(120,481	)		(120,481	)

Balance, December 31, 2015		-		-		1,000,000		100		85,706		(125,303	)		(39,497	)

Common stock issued for services		-		-		42,000		4		20,996		-			21,000

Contributed services		-		-		-		-		14,663		-			14,663

Warrants issued in connection with convertible notes		-		-		-		-		154,184		-			154,184

Net loss		-		-		-		-		-		(249,784	)		(249,784	)

Balance, December 31, 2016		-	$	-		1,042,000	$	104	$	275,549	$	(375,087	)	$	(99,434	)

See accompanying notes to financial statements.

F- 5

ARISTA CAPITAL LTD.

STATEMENTS OF CASH FLOWS

	For the Years Ended
	December 31,
	2016			2015

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(249,784	)	$	(120,481	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		200			200
Stock-based compensation		21,000			3,688
Contributed services		14,663			60,000
Amortization of debt discount to interest expense		25,769			939
Bad debt expense		79,000			7,755
Change in operating assets and liabilities:
Financing leases receivable		13,957			1,026
Accrued interest receivable		(4,201	)		-
Prepaid expenses		(299	)		(250	)
Accounts payable		500			500
Accrued interest payable		8,824			754
Accrued interest payable - related parties		2			754
Accrued expenses		5,450			30

NET CASH USED IN OPERATING ACTIVITIES		(84,919	)		(45,085	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financing leases receivable		(234,563	)		(13,449	)
Acquisition of property and equipment		-			(600	)

NET CASH USED IN INVESTING ACTIVITIES		(234,563	)		(14,049	)

CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions		-			10,000
Proceeds from convertible notes - related parties		-			30,000
Proceeds from convertible notes		400,000			30,000

NET CASH PROVIDED BY FINANCING ACTIVITIES		400,000			70,000

NET INCREASE IN CASH		80,518			10,866

CASH, beginning of year		11,169			303

CASH, end of year	$	91,687		$	11,169

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	16,470		$	1,586
Income taxes paid	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Increase in debt discount for warrants	$	154,184		$	6,993

See accompanying notes to financial statements.

F- 6

ARISTA CAPITAL LTD.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

Organization

Arista Capital Ltd. (the “Company”) was formed on June 10, 2014 as a Nevada corporation. The Company is a finance company that provides financing to other very small finance companies that do not have significant access to the capital markets. Typically, the Company does this by acquiring lease portfolios from such lenders at a purchase price that yields the Company an annual return and these lenders continue to service the portfolios purchased by the Company. The Company is currently focused on leases for trucks and construction equipment.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going concern

These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying financial statements, the Company had a net loss of $249,784 and $120,481 for the years ended December 31, 2016 and 2015, respectively. The net cash used in operations were $84,919 and $45,085 for the years ended December 31, 2016 and 2015, respectively. Additionally, the Company had an accumulated deficit of $375,087 and $125,303, at December 31, 2016 and 2015, respectively, had a stockholders’ deficit of $99,434 at December 31, 2016, and had minimal revenues for the years ended December 31, 2016 and 2015. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that its capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. Although the Company has historically raised capital from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. Management believes that’s its ability to attract debt and equity financing in the capital markets will be greatly enhanced by becoming a public reporting company. Toward that end, the Company has entered into a Share Exchange Agreement with Praco Corporation (see Note 10 – Subsequent Events). If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Basis of presentation

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Actual results could differ materially from those estimates.

Significant estimates during the years ended December 31, 2016 and 2015 include estimates of allowances for uncollectible finance leases receivable, the useful life of property and equipment, estimates of current and deferred income taxes and deferred tax valuation allowances, and the fair value of non-cash equity transactions.

Fair value of financial instruments and fair value measurements

The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (the “FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 820.

F- 7

ARISTA CAPITAL LTD.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

The carrying amounts reported in the consolidated balance sheets for cash, financing lease receivables, prepaid expenses, convertible notes payable, accounts payable and accrued expenses, approximate their fair market value based on the short-term maturity of these instruments. The Company does not account for any instruments at fair value using level 3 valuation.

ASC 825-10 “ Financial Instruments ” , allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

Credit risk and concentrations

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. At December 31, 2016 and 2015, cash in bank did not exceed federally insured limits. The Company has not experienced any losses in such accounts through December 31, 2016 and 2015.

Financing leases receivable represent amounts due from lessees in various industries, related to equipment on direct financing leases. Currently, the Company relies on one source to acquire financing leases and to service such leases. The Company believes that other lenders are available to acquire lease portfolios if the Company cannot acquire additional financing lease receivable portfolios from its single source. Additionally, as of December 31, 2016, the Company’s portfolio of financing leases consists of four leases. A default on or loss of any of these leases would have a material adverse effect on the Company’s results of operations and financial condition.

Cash and cash equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At December 31, 2016 and 2015, the Company did not have any cash equivalents.

Financing leases receivable

Financing leases receivable are recorded at the aggregate future minimum lease payments, estimated unguaranteed residual value of the leased equipment less unearned income. Residual values, which are reviewed periodically, represent the estimated amount the Company expects to receive at lease termination from the disposition of the leased equipment. Actual residual values realized could differ from these estimates. The unearned income is recognized in revenues in the statements of operations over the lease term, in a manner that produces a constant rate of return on the lease. Financing leases receivable due after twelve months from the balance sheet date are reflected as a long-term asset. Financing leases receivables are periodically evaluated based on individual credit worthiness of customers. Based on this evaluation, the Company records allowance for estimated losses on these receivables.

Property and equipment

Property are stated at cost and are depreciated using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

Impairment of long-lived assets

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

F- 8

ARISTA CAPITAL LTD.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

Revenue recognition

Income from direct financing lease transactions is reported using the financing method of accounting, in which the Company’s investment in the leased property is reported as a receivable from the lessee to be recovered through future rentals. The interest income portion of each rental payment is calculated so as to generate a constant rate of return on the net receivable outstanding. Allowances for losses on direct financing leases are typically established based on historical charge-off and collection experience and the collectability of specifically identified lessees and billed and unbilled receivables. Direct financing leases are charged off to the allowance as they are deemed uncollectible. Direct financing leases are generally placed in a nonaccrual status (i.e., no revenue is recognized) and deemed impaired when payments are more than 90 days past due. Additionally, management periodically reviews the creditworthiness of all direct finance lessees with payments outstanding less than 90 days. Based upon management’s judgment, the related direct financing leases may be placed on nonaccrual status. Leases placed on nonaccrual status are only returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid lease payments is probable. Until such time, all payments received are applied only against outstanding principal balances.

Income taxes

The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes ”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2016 and 2015, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax years that remain subject to examination are the years ending on and after December 31, 2014. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of December 31, 2016.

Stock-based compensation

Pursuant to ASC 505-50 – “Equity-Based Payments to Non-Employees” , all share-based payments to non-employees, including grants of stock options, are recognized in the consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black-Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the consolidated financial statements accordingly.

Basic and diluted loss per share

Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method). These common stock equivalents may be dilutive in the future. All potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Company’s net losses and consisted of the following:

	December 31, 2016		December 31, 2015
Stock warrants		635,000		60,000
Convertible debt		326,665		60,000

F- 9

ARISTA CAPITAL LTD.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

Stock split

On December 31, 2015, the Company effected a 1-for-4 reverse stock split. The reverse stock split reduced the number of outstanding shares of common stock to 1 million. All share data and per share amounts have been retroactively adjusted for the reverse stock split in the accompanying financial statements and notes thereto for all periods presented.

Related parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Recent accounting pronouncements

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”), which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The ASU simplifies the current guidance in ASC Topic 740, Income Taxes , which requires entities to separately present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-17 did not have any effect of the Company’s consolidated financial statements.

On February 25, 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”) to amend the accounting guidance for leases. The accounting applied by a lessor is largely unchanged under ASU 2016-02. However, the standard requires lessees to recognize lease assets and lease liabilities for leases classified as operating leases on the balance sheet. Lessees will recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it will recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and early adoption is permitted. The Company is currently assessing the impact of the guidance on its consolidated financial statements and notes to its consolidated financial statements.

On March 30, 2016, the FASB issued ASU No. 2016-09 (“ASU 2016-09”) to amend the accounting guidance for share-based payment accounting. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016 and early adoption is permitted. The adoption of ASU 2016-09 did not have any effect of the Company’s consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

NOTE 3 – FINANCING LEASES RECEIVABLE

On September 14, 2016, the Company entered into a Purchase and Service Agreement with a third party lease financing company (the “Seller”) to acquire a portfolio consisting of four leases for a purchase price of $234,563, an amount that is estimated a yield a return on investment of approximately 20%. At December 31, 2016, each of the four truck leases are about equal in size based on receivables and interest income. The residual values of all the trucks securing the leases is approximately $87,000. No lease is in nonaccrual status. At December 31, 2015, the Company had just one truck lease. The residual value of the truck is $2,700. The lease is current in status. The Seller is responsible for administrating the leases, collecting all payments, and distributing funds to the Company. On a monthly basis, the Company shall pay the seller an administrative fee equal to 2% of the scheduled payment amount of each lease, 50% of all penalties or late fee charges collected, and 50% of all default interest collected. The seller shall remit the remaining amount received from the lessees to the Company. The finance leases require 36 monthly/weekly or bi-weekly payments through February 2020. Subsequent to December 31, 2016, two lessees defaulted on their payments and the Company entered into an agreement to settle these leases with the Seller (See Note 10 – Subsequent Events).

F- 10

ARISTA CAPITAL LTD.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

At December 31, 2016 and 2015, financing leases receivable consisted of the following:

	December 31, 2016			December 31, 2015
Total minimum financing leases receivable	$	298,240		$	12,423
Unearned income		(75,666	)		—
Total financing leases receivable		222,574			12,423
Less: allowance for uncollectible financing leases receivable		(79,000	)		(7,755	)
Financing leases receivable, net		143,574			4,668
Less: current portion of financing leases receivable, net		(80,443	)		(4,668	)
Financing leases receivable, net – long-term	$	63,131		$	—

For the years ended December 31, 2016 and 2015, activities in the Company’s allowance for uncollectible financing leases receivable were are follows:

	Amount
Allowance for uncollectible financing leases receivable at December 31, 2014	$	—
Provisions for credit losses		7,755
Allowance for uncollectible financing leases receivable at December 31, 2015		7,755
Provisions for credit losses		79,000
Charge-offs		(7,755	)
Allowance for uncollectible financing leases receivable at December 31, 2016	$	79,000

At December 31, 2016, the aggregate amounts of future minimum gross lease payments receivable are as follows:

	Amount
2017	$	98,976
2018		98,976
2019		94,062
2020		6,226

Future minimum gross financing leases receivable	$	298,240

NOTE 4 – PROPERTY AND EQUIPMENT

At December 31, 2016 and 2015, property and equipment consisted of the following:

	Useful Life	2016			2015
Computer equipment	3 Years	$	600		$	600
Less: accumulated depreciation			(400	)		(200	)
Property and equipment, net		$	200		$	400

For the years ended December 31, 2016 and 2015, depreciation and amortization expense amounted to $200 and $200, respectively.

NOTE 5 – CONVERTIBLE DEBT

During the year ended December 31, 2015, the Company entered into 10% convertible promissory notes (the “10% Convertible Notes”) with three third party individuals in the aggregate amount of $30,000. The unpaid principal and interest was payable three years from the date of the respective 10% Convertible Note through September 2018 and bear interest computed at a rate of interest which is equal to 10.0% per annum. The Company may prepay any amount outstanding under the 10% Convertible Note by making a payment to note holder of an amount in cash equal to the principal amount multiplied by a prepayment penalty percentage of 5.0%. The Noteholders are entitled, at their option, at any time after the issuance of the 10% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price of $1.00 per common shares. In connection with the 10% Convertible Notes, the Company issued to noteholders 30,000 five-year warrants to acquire common shares at $2.00 per share.

F- 11

ARISTA CAPITAL LTD.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

During the year ended December 31, 2016, the Company entered into 10% convertible promissory notes (the “2016 10% Convertible Notes”) with seven third party individuals in the aggregate amount of $400,000. The unpaid principal and interest is payable three years from the date of the respective 2016 10% Convertible Note through December 2019 and bear interest computed at a rate of interest which is equal to 10.0% per annum. The Company may prepay any amount outstanding under the 2016 10% Convertible Note by making a payment to note holder of an amount in cash equal to the principal amount multiplied by a prepayment penalty percentage of 5.0%. The Noteholders are entitled, at their option, at any time after the issuance of the 2016 10% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price of $1.50 per common shares. The noteholders have the option to extend the due date of the notes for three additional one-year periods.

In December 2017, in connection with the Share Exchange Agreement (see Note 10), the Company issued 163,333 shares of its common stock upon conversion of principal amounts of $230,000. In connection with the 2016 10% Convertible Notes, the Company issued to noteholders 575,000 five-year warrants to acquire common shares at $2.00 per share.

The Convertible Notes contain certain adjustment provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization or similar transactions.

The Warrants are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise price and they are also exercisable on a cashless basis. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock.

The Company evaluated whether or not the convertible notes and warrants above contained embedded conversion options, which meet the definition of a derivatives under ASC Topic 815. The Company concluded that since the above convertible notes had a fixed conversion price, the convertible notes were not derivative instruments.

The convertible notes were analyzed to determine if the convertible notes have an embedded beneficial conversion feature (BCF). Based on this analysis, the Company concluded that the effective conversion price was greater than the fair value of the Company’s common stock on the note dates and therefore no BCF was recorded.

As discussed above the Company granted an aggregate of 605,000 warrants to note holders (See Note 7). During the years ended December 31, 2016 and 2015, on the issuance date of the respective warrants, the fair values of the warrants of $154,184 and $4,719 was recorded as a debt discount and an increase to paid-in capital, respectively. The fair market value of each stock warrant was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions:

	2016	2015
Dividend rate	0	0
Term (in years)	5 years	5 years
Volatility	100.0%	100.0%
Risk-free interest rate	1.00% to 1.93%	1.32% to 1.37%

For the year ended December 31, 2016 and 2015, amortization of debt discount related to these convertible notes amounted to $25,012 and $414, respectively, which has been included in interest expense on the accompanying statements of operations.

As of December 31, 2016 and 2015 accrued interest payable amounted to $9,578 and $754, respectively. The weighted average interest rate for the years ended December 31, 2016 and 2015 was approximately 10.0% and 10.0%, respectively.

At December 31, 2016 and 2015, the convertible debt consisted of the following:

	December 31, 2016			December 31, 2015
Principal amount	$	430,000		$	30,000
Less: unamortized debt discount		(133,478	)		(4,305	)
Convertible note payable, net	$	296,522		$	25,695

At December 31, 2016, debt maturities are $30,000 in 2018 and $400,000 in 2019.

F- 12

ARISTA CAPITAL LTD.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

NOTE 6 – RELATED PARTY TRANSACTIONS

Convertible debt – related parties

During the year ended December 31, 2015, the Company entered into 10% convertible promissory notes with certain officers and directors of the Company in the aggregate amount of $30,000. The unpaid principal and interest was payable three years from the date of the respective convertible note through May 1, 2018 and bear interest computed at a rate of interest which is equal to 10.0% per annum. The Company may prepay any amount outstanding under these 10% convertible note by making a payment to note holder of an amount in cash equal to the principal amount multiplied by a prepayment penalty percentage of 5.0%. These noteholders are entitled, at their option, at any time after the issuance of these 10% convertible notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price of $1.00 per common shares. In December 2017, in connection with the Share Exchange Agreement (see Note 10), the Company issued 30,000 shares of its common stock upon conversion of these promissory notes.

These 10% convertible notes contain certain adjustment provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization or similar transactions.

In connection with these 10% convertible notes, the Company issued to these related party noteholders 30,000 five-year warrants to acquire common shares at $2.00 per share These warrants are exercisable for shares of the Company’s common stock upon the payment in cash of the exercise price and they are also exercisable on a cashless basis. The exercise price of the Warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Company’s common stock.

The Company evaluated whether or not these convertible notes and warrants above contained embedded conversion options, which meet the definition of a derivatives under ASC Topic 815. The Company concluded that since the above convertible notes had a fixed conversion price, the convertible notes were not derivative instruments.

As discussed above the Company granted an aggregate of 30,000 warrants to related note holders (See Note 7). During the year ended December 31, 2015, on the issuance date of the respective warrants, the fair values of the warrants of $2,274 was recorded as a debt discount and an increase to paid-in capital. The fair market value of each stock warrant was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions:

		2015
Dividend rate		0
Term (in years)		5 years
Volatility		100.0%
Risk-free interest rate		1.32% to 1.50%

For the year ended December 31, 2016 and 2015, amortization of debt discount related to these convertible notes amounted to $758 and $525, respectively, which has been included in interest expense – related parties on the accompanying statements of operations.

As of December 31, 2016 and 2015 accrued interest payable - related parties amounted to $756 and $754, respectively. For the years ended December 31, 2016 and 2015, interest expense - related parties amounted to $3,764 and $2,615, respectively.

The weighted average interest rate years ended December 31, 2016 and 2015 was approximately 10.0% and 10.0%, respectively.

F- 13

ARISTA CAPITAL LTD.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

At December 31, 2016 and 2015, the convertible debt - related parties consisted of the following:

	December 31, 2016			December 31, 2015
Principal amount	$	30,000		$	30,000
Less: unamortized debt discount		(991	)		(1,749	)
Convertible note payable – related parties, net	$	29,009		$	28,251

At December 31, 2016, debt maturities are $30,000 in 2018.

Capital contribution - related party

From time to time, the Company received advances from the Company’s chief executive officer for working capital purposes. In 2015, the Company’s chief executive officer paid $10,000 of expenses on behalf of the Company. In 2015, the repayment of these advances were forgiven by the Company’s chief executive officer and accordingly, these advances were reflected as contributed capital.

Office rent - related party

During 2015 and 2016, the Company continues to rent its office space from a Director of the Company on a month-to-month basis for $500 per month.

NOTE 7 – STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company has 20,000,000 shares of preferred stock authorized. Preferred stock may be issued in one or more series. The Company’s board of directors is authorized to issue the shares of preferred stock in such series and to fix from time to time before issuance thereof the number of shares to be included in any such series and the designation, powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of such series.

Common stock issued for services

On December 31, 2015, the Company issued 5,500 vested shares of common stock to an officer of the Company for services rendered. The shares were valued at their fair value of $2,000 or $0.364 per common share which was the fair value on the date of grant based on the value of services to be performed. In connection with these shares, the Company recorded stock-based compensation expense of $2,000.

During the year ended December 31, 2015, pursuant to advisory agreements, the Company issued 9,500 vested shares of common stock valued at a range of $0.16 to $.375 per common share or $1,688 to consultants and advisors of the Company for services rendered. The shares were valued at their fair value of $1,688 which was the fair value on the date of grant based on the value of services to be performed. In connection with these shares, the Company recorded stock-based consulting fees of $1,688.

On December 31, 2016, the Company issued 30,000 vested shares of common stock to an officer and directors of the Company for services rendered. The shares were valued at their fair value of $15,000 or $0.50 per common share which was the fair value on the date of grant based on the value of services performed. In connection with these shares, the Company recorded stock-based compensation expense of $15,000.

On December 31, 2016, the Company issued 12,000 vested shares of common stock valued to advisors of the Company for services rendered. The shares were valued at their fair value of $6,000 or $0.50 per share which was the fair value on the date of grant based on the value of services performed. In connection with these shares, the Company recorded stock-based consulting fees of $6,000.

F- 14

ARISTA CAPITAL LTD.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

Warrants

Warrant activities for the year ended December 31, 2016 and 2015 are summarized as follows:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance Outstanding December 31, 2014		—	$	—
Granted		60,000		2.00
Balance Outstanding December 31, 2015		60,000		2.00
Granted		575,000		2.00
Balance Outstanding December 31, 2016		635,000	$	2.00		4.56	$	—
Exercisable, December 31, 2016		635,000	$	2.00		4.56	$	—

NOTE 8 – INCOME TAXES

The Company maintains deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The deferred tax assets at December 31, 2016 and 2015 consist of net operating loss carryforwards and allowanced for uncollectible financing receivables. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income.

The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2016 and 2015 were as follows:

	Years Ended December 31,
	2016			2015
Income tax benefit at U.S. statutory rate of 34%	$	(84,927	)	$	(40,964	)
State income tax benefit		(16,236	)		(7,831	)
Non-deductible expenses		24,881			26,174
Change in valuation allowance		76,282			22,621
Total provision for income tax	$	—		$	—

The Company’s approximate net deferred tax assets as of December 31, 2016 and 2015 were as follows:

	December 31, 2016			December 31, 2015
Deferred Tax Assets:
Net operating loss carryforward	$	68,861		$	21,433
Allowance for uncollectible financing receivables		31,995			3,141
Total deferred tax assets		100,856			24,574
Valuation allowance		(100,856	)		(24,574	)
Net deferred tax assets	$	-		$	-

The estimated net operating loss carryforward was approximately $170,027 at December 31, 2016. The Company’s net operating loss carryforward may be limited on the usage of such net operating loss carryforwards due to a change in ownership in accordance with Section 382 of the Internal Revenue Code. The Company provided a valuation allowance equal to the net deferred income tax asset for the year ended December 31, 2016 and 2015 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the valuation allowance was $76,282 from the year ended December 31, 2016. The potential tax benefit arising from tax loss carryforwards will expire in 2036.

The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2014, 2015 and 2016 Corporate Income Tax Returns are subject to Internal Revenue Service examination.

F- 15

ARISTA CAPITAL LTD.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

NOTE 9 – COMMITMENTS AND CONTINCENGIES

Employment agreement

On July 1, 2014 and effective January 1, 2015, the Company entered into an employment agreement with the Company’s chief executive officer/director (“CEO”) to serve as the Company’s Chief Executive Officer, the term of which runs for five years through December 31, 2019) and renews automatically for one year periods unless a written notice of termination is provided not less than six months prior to the automatic renewal date. The employment agreement with CEO provides that CEO’s salary for calendar year 2015 shall be $60,000. After such time as the Company raises gross proceeds from financing of $500,000, CEO’s salary shall increase to $90,000 per year. After such time as the Company raises gross proceeds from financing of $1,000,000, CEO’s salary shall increase to $120,000 per year and after such time as the Company raises gross proceeds from financing of $1,500,000, CEO’s salary shall increase to $150,000 per year. At December 31, 2016 and 2015, CEO decided to forgive any salary due and payable pursuant to the Employment Agreement of $14,663 and $60,000, respectively. Accordingly, the Company reflected the amounts of salary forgiven as contributed services on the statement of changes in stockholders’ deficit.

Future minimum commitment payments under an employment agreement at December 31, 2016 are as follows:

Years ending December 31,	Amount
2017	$	191.500
2018		222,300
2019		228,915
Total minimum commitment employment agreement payments	$	642,715

NOTE 10 – SUBSEQUENT EVENTS

Financing leases receivable

In September 2017, the Company acquired a portfolio of four leases from the Seller for an aggregate purchase price of $55,421. The purchase price for this lease portfolio consists of a cash payment of $32,921 that was paid in October 2017, and the exchange of trucks that the Company repossessed from two lessees that defaulted on their leases in July 2017. The trucks held for sale had an estimated residual value of $47,000. In connection with the exchange of the trucks held for sale as partial payment for the acquisition of this portfolio, the Company recorded a provision for lease losses of $24,500.

Share exchange agreement

On April 19, 2017, the Company entered into a Share Exchange Agreement, (the “Share Exchange Agreement”), by and among the Company and the holders of common stock of the Company (the “Arista Shareholders”), and Praco Corporation, a Nevada corporation. The closing of the Share Exchange (the “Closing”) took place on December 14, 2017 (the “Closing Date”). Under the terms and conditions of the Share Exchange Agreement, at Closing, the Company exchanged 2,084,000 shares of Praco common stock in exchange for 1,042,000 common share of Arista common stock, which will equal 80% of the total outstanding shares of Praco, subject to the terms and conditions set forth in the Share Exchange Agreement. Also, at Closing, the Praco Shareholders were issued 283,749 warrants on a pro rata basis exercisable at $2.00 per share and subject to the same terms and conditions as the warrants currently held by the Arista warrant holders except that a cashless exercise shall not be permitted. In addition, at Closing, Praco exchanged each outstanding Arista warrant for new warrants issued by Praco entitling the holder to purchase an equal number of Praco shares and subject to the same terms and conditions as the Arista warrants except that a cashless exercise will not be permitted. Also, at Closing, Praco exchanged $600,000 of outstanding Arista convertible notes into convertible notes issued by Praco convertible into an equal amount of Praco shares, subject to the same terms and conditions as the convertible notes currently held by Arista convertible noteholders. Also, at closing, Praco issued 386,666 shares of its common stock to Arista noteholders who converted their Arista promissory notes into 193,333 shares of the Company’s common stock prior to Closing. Furthermore, at Closing, Arista paid Praco $72,500 to be used to pay outstanding liabilities of Praco. In connection with the Share Exchange Agreement, in August 2017, the Company paid a deposit of $15,000.

F- 16

ARISTA CAPITAL LTD.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

Consulting agreement

On November 17, 2017, the Company entered into a six-month consulting agreement for business development services. In connection with this agreement, the Company shall the consultant cash of $7,500 and the Company granted 15,000 option to purchase 15,000 shares of the Company’s common stock for $0.001 per share. The options expires on November 17, 2022.

Convertible debt

During the period from January 1, 2017 to the date of this report, the Company entered into 12% convertible promissory notes with three individuals in the aggregate amount of $200,000. The unpaid principal and interest is payable three years from the date of the respective 12% Convertible Note through August 1, 2020 and bear interest computed at a rate of interest which is equal to 12.0% per annum. The Company may prepay any amount outstanding under the 12% Convertible Note by making a payment to note holder of an amount in cash equal to the principal amount multiplied by a prepayment penalty percentage of 5.0%. The Noteholders are entitled, at their option, at any time after the issuance of the 12% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price of $3.00 per common shares. The noteholders have the option to extend the due date of the notes for three additional one-year periods. In connection with the 12% Convertible Notes, the Company issued to noteholders 300,000 five-year warrants to acquire common shares at $4.00 per share.

These 12% convertible notes contain certain adjustment provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization or similar transactions.

F-17

Exhibit 99.2

ARISTA CAPITAL LTD.

INDEX TO FINANCIAL STATEMENTS

September 30, 2017

(Unaudited)

CONTENTS

Financial Statements:

Balance Sheets - As of September 30, 2017 (unaudited) and December 31, 2016	F-2

Statements of Operations - For the Nine Months Ended September 30, 2017 and 2016 (unaudited)	F-3

Statements of Changes in Stockholders’ Deficit - For the Nine Months Ended September 30, 2017 (unaudited) and the Years Ended December 31, 2016 and 2015	F-4

Statements of Cash Flows - For the Nine Months Ended September 30, 2017 and 2016 (unaudited)	F- 5

Notes to Unaudited Financial Statements	F-6 to F-15

F- 1

ARISTA CAPITAL LTD.

BALANCE SHEETS

	September 30,			December 31,
	2017			2016
	(Unaudited)

ASSETS
CURRENT ASSETS:
Cash	$	108,038		$	91,687
Financing leases receivable, net		68,953			80,443
Accrued interest receivable		2,292			4,201
Prepaid expenses		15,969			549
Equipment held for sale		-			2,700

Total Current Assets		195,252			179,580

LONG-TERM ASSETS:
Financing leases receivable, net		47,434			63,131
Property and equipment, net		50			200

Total Long-term Assets		47,484			63,331

Total Assets	$	242,736		$	242,911

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	23,900		$	1,000
Accrued interest payable		15,869			9,578
Accrued interest payable - related parties		756			756
Accrued expenses		37,932			5,480

Total Current Liabilities		78,457			16,814

LONG-TERM LIABILITIES:
Convertible notes payable, net		476,605			296,522
Convertible notes payable - related parties, net		29,578			29,009

Total Long-term Liabilities		506,183			325,531

Total Liabilities		584,640			342,345

Commitments and Contingencies (See Note 7)

STOCKHOLDERS' DEFICIT:
Preferred stock, $.0001 par value, 20,000,000 shares authorized; No shares issued and outstanding at September 30, 2017 and December 31, 2016		-			-
Common stock: $.0001 par value, 100,000,000 shares authorized; 1,042,000 and 1,042,000 shares issued and outstanding at September 30, 2017 and December 31, 2016		104			104
Additional paid-in capital		339,644			275,549
Accumulated deficit		(681,652	)		(375,087	)

Total Stockholders' Deficit		(341,904	)		(99,434	)

Total Liabilities and Stockholders' Deficit	$	242,736		$	242,911

See accompanying notes to unaudited condensed financial statements.

F- 2

ARISTA CAPITAL LTD.

STATEMENTS OF OPERATIONS

(Unaudited)

	For the Nine Months Ended
	September 30,
	2017			2016

REVENUES:
Interest on lease financings	$	22,613		$	1,214
Other fee income		-			750

Total revenues		22,613			1,964

OPERATING EXPENSES:
Compensation and benefits		139,090			73,818
Professional fees		64,750			13,778
Provision for lease losses		24,500			79,000
General and administrative expenses		16,656			10,918

Total operating expenses		244,996			177,514

LOSS FROM OPERATIONS		(222,383	)		(175,550	)

OTHER EXPENSES:
Interest expense		81,370			25,612
Interest expense - related parties		2,812			2,818

Total other expenses		84,182			28,430

LOSS BEFORE INCOME TAXES		(306,565	)		(203,980	)

PROVISION FOR INCOME TAXES		-			-

NET LOSS	$	(306,565	)	$	(203,980	)

NET LOSS PER COMMON SHARE:
Basic and Diluted	$	(0.29	)	$	(0.20	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and Diluted		1,042,000			1,000,000

See accompanying notes to unaudited condensed financial statements.

F- 3

ARISTA CAPITAL LTD.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 (UNAUDITED)

AND THE YEARS ENDED DECEMBER 31, 2016 AND 2015

									Additional					Total
	Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders’
	# of Shares		Amount		# of Shares		Amount		Capital		Deficit			Deficit

Balance, December 31, 2014		-	$	-		985,000	$	98	$	5,027	$	(4,822	)	$	303

Common stock issued for services		-		-		15,000		2		3,686		-			3,688

Capital contribution		-		-		-		-		10,000		-			10,000

Contributed services		-		-		-		-		60,000		-			60,000

Warrants issued in connection with convertible notes		-		-		-		-		6,993		-			6,993

Net loss		-		-		-		-		-		(120,481	)		(120,481	)

Balance, December 31, 2015		-		-		1,000,000		100		85,706		(125,303	)		(39,497	)

Common stock issued for services		-		-		42,000		4		20,996		-			21,000

Contributed services		-		-		-		-		14,663		-			14,663

Warrants issued in connection with convertible notes		-		-		-		-		154,184		-			154,184

Net loss		-		-		-		-		-		(249,784	)		(249,784	)

Balance, December 31, 2016		-		-		1,042,000		104		275,549		(375,087	)		(99,434	)

Common stock issued for services		-		-		-		-		-		-			-

Shares issued upon conversion of debt		-		-		-		-		-		-			-

Warrants issued in connection with convertible notes		-		-		-		-		64,095		-			64,095

Net loss		-		-		-		-		-		(306,565	)		(306,565	)

Balance, September 30, 2017		-	$	-		1,042,000	$	104	$	339,644	$	(681,652	)	$	(341,904	)

See accompanying notes to unaudited condensed financial statements.

F- 4

ARISTA CAPITAL LTD.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended
	September 30,
	2017			2016

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(306,565	)	$	(203,980	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		150			150
Amortization of debt discount to interest expense		44,747			13,468
Bad debt expense		24,500			79,000
Change in operating assets and liabilities:
Financing leases receivable		35,608			1,706
Accrued interest receivable		1,909			(403	)
Prepaid expenses		(15,420	)		(678	)
Accounts payable		22,900			5,220
Accrued interest payable		6,291			9,154
Accrued interest payable - related parties		-			(754	)
Accrued expenses		(469	)		43,737

NET CASH USED IN OPERATING ACTIVITIES		(186,349	)		(53,380	)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of assets held for sale		2,700			-
Acquisition of financing leases receivable		-			(234,563	)

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		2,700			(234,563	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes		200,000			350,000

NET CASH PROVIDED BY FINANCING ACTIVITIES		200,000			350,000

NET INCREASE IN CASH		16,351			62,057

CASH, beginning of period		91,687			11,169

CASH, end of period	$	108,038		$	73,226

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	33,145		$	6,562
Income taxes paid	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Acquisition for financing leases receivable for accrued expense	$	32,921		$	-
Increase in debt discount for warrants	$	64,095		$	140,632

See accompanying notes to unaudited condensed financial statements.

F- 5

ARISTA CAPITAL LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

Organization

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Actual results could differ materially from those estimates.

The condensed financial statements for the nine months ended September 30, 2017 and 2016 have been prepared by us without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of September 30, 2017 and 2016, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole.

Significant estimates during the nine months ended September 30, 2017 and 2016 include estimates of allowances for uncollectible finance leases receivable, the useful life of property and equipment, estimates of current and deferred income taxes and deferred tax valuation allowances, and the fair value of non-cash equity transactions.

Going concern

These condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying condensed financial statements, for the nine months ended September 30, 2017, the Company had a net loss of $306,565 and used cash in operating activities of $186,349, respectively. Additionally, the Company had an accumulated deficit of $681,652 at September 30, 2017, had a stockholders’ deficit of $341,904 at September 30, 2017, and had minimal revenues for the nine months ended September 30, 2017. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that its capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. Although the Company has historically raised capital from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. Management believes that’s its ability to attract debt and equity financing in the capital markets will be greatly enhanced by becoming a public reporting company. Toward that end, the Company has entered into a Share Exchange Agreement with Praco Corporation (see Note 8 – Subsequent Events). If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These condensed financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F- 6

ARISTA CAPITAL LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

Fair value of financial instruments and fair value measurements

Credit risk and concentrations

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. At September 30, 2017 and December 31, 2016, cash in bank did not exceed federally insured limits. The Company has not experienced any losses in such accounts through September 30, 2017.

Financing leases receivable represent amounts due from lessees in various industries, related to equipment on direct financing leases. Currently, the Company relies on one source to acquire financing leases and to service such leases. The Company believes that other lenders are available to acquire lease portfolios if the Company cannot acquire additional financing lease receivable portfolios from its single source. Additionally, as of September 30, 2017, the Company’s portfolio of financing leases consists of six leases. A default on or loss of any of these leases would have a material adverse effect on the Company’s results of operations and financial condition.

Cash and cash equivalent s

For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At September 30, 2017 and December 31, 2016, the Company did not have any cash equivalents.

Financing leases receivable

Financing leases receivable are recorded at the aggregate future minimum lease payments, estimated unguaranteed residual value of the leased equipment less unearned income. Residual values, which are reviewed periodically, represent the estimated amount the Company expects to receive at lease termination from the disposition of the leased equipment. Actual residual values realized could differ from these estimates. The unearned income is recognized in revenues in the statements of operations over the lease term, in a manner that produces a constant rate of return on the lease. Financing leases receivable due after twelve months from the balance sheet date are reflected as a long-term asset. Financing leases receivables are periodically evaluated based on individual credit worthiness of customers. Based on this evaluation, the Company records allowance for estimated losses on these receivables.

Property and equipment

F- 7

ARISTA CAPITAL LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

Impairment of long-lived assets

Revenue recognition

Income taxes

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes ”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of September 30, 2017 and December 31, 2016, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax years that remain subject to examination are the years ending on and after December 31, 2014. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of September 30, 2017.

Stock-based compensation

Pursuant to ASC 505-50 – “Equity-Based Payments to Non-Employees” , all share-based payments to non-employees, including grants of stock options, are recognized in the consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black-Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the consolidated financial statements accordingly.

F- 8

ARISTA CAPITAL LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

Basic and diluted loss per share

	September 30, 2017		September 30, 2016
Stock warrants		935,000		585,000
Convertible debt		393,332		293,332

Stock split

Related parties

Recent accounting pronouncements

F- 9

ARISTA CAPITAL LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

NOTE 3 – FINANCING LEASES RECEIVABLE

On September 14, 2016, the Company entered into a Purchase and Service Agreement with a third party lease financing company (the “Seller”) to acquire a portfolio consisting of four leases for a cash purchase price of $234,563, an amount that is estimated a yield a return on investment of approximately 20%. Additionally, the Company entered into a 2 ^nd Purchase and Service Agreement with the Seller to acquire a portfolio consisting of four leases for a purchase price of $55,421, an amount that is estimated a yield a return on investment of approximately 20%. The purchase price for this lease portfolio consists of a cash payment of $32,921 that was paid in October 2017, and the exchange of trucks that the Company repossessed from two lessees that defaulted on their leases in July 2017. The trucks held for sale had an estimated residual value of $47,000. In connection with the exchange of the trucks held for sale as partial payment for the acquisition of this portfolio, during the nine months ended September 30, 2017, the Company recorded a provision for lease losses of $24,500.

.The Seller is responsible for administrating the leases, collecting all payments, and distributing funds to the Company. On a monthly basis, the Company shall pay the seller an administrative fee equal to 2% of the scheduled payment amount of each lease, 50% of all penalties or late fee charges collected, and 50% of all default interest collected. The seller shall remit the remaining amount received from the lessees to the Company. The finance leases require 36 monthly/weekly or bi-weekly payments through February 2020. Each lease is secured by ownership of the related transportation equipment. As of September 30, 2017 and December 31, 2016, financing leases receivable consists of leases for transportation equipment. At September 30, 2017 and December 31, 2016, financing leases receivable consisted of the following:

	September 30, 2017			December 31, 2016
Total minimum financing leases receivable	$	154,175		$	298,240
Unearned income		(25,258	)		(75,666	)
Total financing leases receivable		128,917			222,574
Less: allowance for uncollectible financing leases receivable		(12,530	)		(79,000	)
Financing leases receivable, net		116,387			143,574
Less: current portion of financing leases receivable, net		(68,953	)		(80,443	)
Financing leases receivable, net – long-term	$	47,434		$	63,131

For the nine months ended September 30, 2017, activities in the Company’s allowance for uncollectible financing leases receivable were are follows:

	Amount
Allowance for uncollectible financing leases receivable at December 31, 2016	$	79,000
Provisions for credit losses		24,500
Charge-offs		(90,970	)
Allowance for uncollectible financing leases receivable at September 30, 2017	$	12,530

At September 30, 2017, the aggregate amounts of future minimum gross lease payments receivable are as follows:

	Amount
2018	$	98,490
2019		50,315
2020		5,370

Future minimum gross financing leases receivable	$	154,175

F- 10

ARISTA CAPITAL LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

NOTE 4 – CONVERTIBLE DEBT

In December 2017, in connection with the Share Exchange Agreement (see Note 8), the Company issued 163,333 shares of its common stock upon conversion of principal amounts of $230,000.

During the period from July 1, 2017 to September 30, 2017, the Company entered into 12% convertible promissory notes with three individuals in the aggregate amount of $200,000. The unpaid principal and interest is payable three years from the date of the respective 12% Convertible Note through August 1, 2020 and bear interest computed at a rate of interest which is equal to 12.0% per annum. The Company may prepay any amount outstanding under the 12% Convertible Note by making a payment to note holder of an amount in cash equal to the principal amount multiplied by a prepayment penalty percentage of 5.0%. The Noteholders are entitled, at their option, at any time after the issuance of the 12% Convertible Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price of $3.00 per common shares. In connection with the 12% Convertible Notes, the Company issued to noteholders 300,000 five-year warrants to acquire common shares at $4.00 per share.

These Convertible Notes contain certain adjustment provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization or similar transactions.

The Convertible Notes contain certain adjustment provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization or similar transactions.

F- 11

ARISTA CAPITAL LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

As discussed above, during the nine months ended September 30, 2017, the Company granted an aggregate of 300,000 warrants to note holders (See Note 6). During the nine months ended September 30, 2017, on the issuance date of the respective warrants, the fair values of the warrants of $64,095 was recorded as a debt discount and an increase to paid-in capital, respectively. The fair market value of each stock warrant was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions:

	2017
Dividend rate		0
Term (in years)		5 years
Volatility		100.0	%
Risk-free interest rate		1.80% to 1.89	%

For the nine months ended September 30, 2017 and 2016, amortization of debt discount related to these convertible notes amounted to $44,178 and $12,899, respectively, which has been included in interest expense on the accompanying statements of operations.

As of September 30, 2017 and December 31, 2016, accrued interest payable amounted to $15,869 and $9,578, respectively. The weighted average interest rate for the nine months ended September 30, 2017 and 2016 was approximately 10.6% and 10.0%, respectively.

At September 30, 2017 and December 31, 2016, the convertible debt consisted of the following:

	September 30, 2017			December 31, 2016
Principal amount	$	630,000		$	430,000
Less: unamortized debt discount		(153,395	)		(133,478	)
Convertible note payable, net	$	476,605		$	296,522

At September 30, 2017, debt maturities are $30,000 in 2018, $400,000 in 2019 and $200,000 in 2020.

NOTE 5 – RELATED PARTY TRANSACTIONS

Convertible debt – related parties

During the year ended December 31, 2015, the Company entered into 10% convertible promissory notes with certain officers and directors of the Company in the aggregate amount of $30,000. The unpaid principal and interest was payable three years from the date of the respective convertible note through May 1, 2018 and bear interest computed at a rate of interest which is equal to 10.0% per annum. The Company may prepay any amount outstanding under these 10% convertible note by making a payment to note holder of an amount in cash equal to the principal amount multiplied by a prepayment penalty percentage of 5.0%. These noteholders are entitled, at their option, at any time after the issuance of these 10% convertible notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price of $1.00 per common shares. In December 2017, in connection with the Share Exchange Agreement (see Note 8), the Company issued 30,000 shares of its common stock upon conversion of these promissory notes.

These 10% convertible notes contain certain adjustment provisions that apply in connection with any stock split, stock dividend, stock combination, recapitalization or similar transactions.

F- 12

ARISTA CAPITAL LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

For the nine months ended September 30, 2017 and 2016, amortization of debt discount related to these convertible notes amounted to $569 and $569, respectively, which has been included in interest expense – related parties on the accompanying statements of operations.

As of September 30, 2017 and December 31, 2016, accrued interest payable - related parties amounted to $756 and $756, respectively. For the nine months ended September 30, 2017 and 2016, interest expense - related parties amounted to $2,812 and $2,818, respectively.

The weighted average interest rate years ended December 31, 2016 and 2015 was approximately 10.0% and 10.0%, respectively.

At September 30, 2017 and December 31, 2016, the convertible debt - related parties consisted of the following:

	September 30, 2017			December 31, 2016
Principal amount	$	30,000		$	30,000
Less: unamortized debt discount		(422	)		(991	)
Convertible note payable – related parties, net	$	29,578		$	29,009

At September 30, 2017, debt maturities are $30,000 in 2018.

Office rent - related party

During 2016 and through June 2017, the Company continued to rent its office space from a Director of the Company on a month-to-month basis for $500 per month. In July 2017, the Company continues to rent its office space from a Director of the Company on a month-to-month basis for $750 per month.

NOTE 6 – STOCKHOLDERS’ DEFICIT

Preferred Stock

F- 13

ARISTA CAPITAL LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

Warrants

Warrant activities for the nine months ended September 30, 2017 are summarized as follows:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance Outstanding December 31, 2016		635,000		2.00
Granted		300,000		4.00
Balance Outstanding September 30, 2017		935,000	$	2.64		4.13	$	-
Exercisable, September 30, 2017		935,000	$	2.64		4.13	$	-

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Employment agreement

On July 1, 2014 and effective January 1, 2015, the Company entered into an employment agreement with the Company’s chief executive officer/director (“CEO”) to serve as the Company’s Chief Executive Officer, the term of which runs for five years through December 31, 2019 and renews automatically for one-year periods unless a written notice of termination is provided not less than six months prior to the automatic renewal date. The employment agreement with CEO provides that CEO’s salary for calendar year 2015 shall be $60,000. After such time as the Company raises gross proceeds from financing of $500,000, CEO’s salary shall increase to $90,000 per year. After such time as the Company raises gross proceeds from financing of $1,000,000, CEO’s salary shall increase to $120,000 per year and after such time as the Company raises gross proceeds from financing of $1,500,000, CEO’s salary shall increase to $150,000 per year. At December 31, 2016 and 2015, CEO decided to forgive any salary due and payable pursuant to the Employment Agreement of $14,663 and $60,000, respectively. Accordingly, the Company reflected the amounts of salary forgiven as contributed services on the statement of changes in stockholders’ deficit.

Future minimum commitment payments under an employment agreement at September 30, 2017 are as follows:

Years ending December 31,	Amount
2017	$	54,000
2018		222,300
2019		228,915
Total minimum commitment employment agreement payments	$	505,215

F- 14

ARISTA CAPITAL LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

NOTE 8 – SUBSEQUENT EVENTS

Consulting agreement

Share exchange agreement

F-15

Exhibit 99.3

PRACO CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined balance sheet as of September 30, 2017, combines the historical balance sheets of Praco Corporation (“Praco”) and Arista Capital Ltd. (“Arista”), giving effect to the acquisition of Praco by Arista as if it had occurred on September 30, 2017.

The unaudited pro forma condensed combined statements of operations for the fiscal year ended December 31, 2016 and for the nine months ended September 30, 2017, are prepared by Praco and give effect to the following transactions as if they had occurred on January 1, 2016:

●

the anticipated reverse acquisition of Praco by Arista, including the related equity to be issued to complete the acquisition.

The historical financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the aforementioned transaction, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial information was based on and should be read in conjunction with the:

●

separate audited financial statements of Arista as of and for the years ended December 31, 2016, and the related notes included herein;

●

audited financial statements of Praco as of and for the year ended June 30, 2017, and the related notes included in Praco’s Annual Report on Form 10-K for the year ended June 30, 2017;

●

separate unaudited financial statements of Arista as of and for the nine months ended September 30, 2017, and the related notes; and

●

unaudited financial statements of Praco as of and for the quarters ended December 31, 2016, and the related notes included in Praco’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, and,

●

unaudited financials of Praco for the six months ended June 30, 2016 which have been derived from the statement of operations of Praco as reflected in Praco’s 2016 Form 10-K less amounts reflected in the statement of operations of Praco’s Form 10-Q for the six months ended December 31, 2015.

The unaudited pro forma condensed combined financial information has been presented for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the acquisition been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company.

Any material transactions between Arista and Praco during the periods presented in the unaudited pro forma condensed combined financial statements have been eliminated.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under U.S. GAAP. The accounting for the acquisition of Praco is dependent upon certain valuations that are provisional and are subject to change. Arista will finalize these amounts as it obtains the information necessary to complete the measurement process. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could be material. Additionally, the differences, if any, could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and Arista’s future results of operations and financial position.

In addition, the unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the acquisition of Praco, the costs to integrate the operations of Arista, Praco, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.

PRACO CORPORATION

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

September 30, 2017

	Praco Corporation			Arista Capital Ltd.
	September 30,			September 30,			Pro Forma Adjustments					Pro Forma
	2017			2017			Dr			Cr.		Balances
	(Unaudited)			(Unaudited)								(Unaudited)
ASSETS

CURRENT ASSETS:
Cash	$	5,167		$	108,038		$	-		$	-	$	113,205
Financing leases receivable, net		-			116,387			-			-		116,387
Accrued interest receivable		-			2,292			-			-		2,292
Prepaid expenses		-			15,969			-	(4)		15,000		969

Total Current Assets		5,167			242,686			-			15,000		232,853

LONG-TERM ASSETS:
Financing leases receivable, net		-			-			-			-		-
Property and equipment, net		-			50			-			-		50

Total Long-term Assets		-			50			-			-		50

Total Assets	$	5,167		$	242,736		$	-		$	15,000	$	232,903

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Notes payable	$	9,000		$	-		$	-		$	-	$	9,000
Notes payable - related parties		384,266			-	(2)		384,266			-		-
Accounts payable		53,217			23,900			-			-		77,117
Accrued interest payable		-			15,869			-			-		15,869
Accrued interest payable - related parties		-			756			-			-		756
Accrued expenses		103,385			37,932	(4)		15,000			-		126,317

Total Current Liabilities		549,868			78,457			399,266			-		229,059

LONG-TERM LIABILITIES:
Convertible notes payable, net		-			476,605	(3)		181,583			-		295,022
Convertible notes payable - related parties, net		-			29,578	(3)		29,578			-		-

Total Long-term Liabilities		-			506,183			211,161			-		295,022

Total Liabilities		549,868			584,640			610,427			-		524,081

STOCKHOLDERS' DEFICIT:
Preferred stock, $0.0001 par value; 378,788 authorized none issued and outstanding at August 31, 2015		-			-			-			-		-
Common stock: $.0001 par value, 7,575,758 shares authorized; 522,558 shares and 2,993,222 proforma shares issued and outstanding at September 30, 2017		52			104	(2)		104	(2)(3)		247		299
Paid-in capital		343,895			339,644	(1)(2)		888,856	(2)(3)		644,331		439,014
Accumulated deficit		(888,648	)		(681,652	)(3)		48,839	(1)		888,648		(730,491	)

Total Stockholders' Deficit		(544,701	)		(341,904	)		937,799			1,533,226		(291,178	)

Total Liabilities and Stockholders' Deficit	$	5,167		$	242,736		$	1,548,226		$	1,533,226	$	232,903

See accompanying notes to unaudited pro forma combined financial statements.

PRACO CORPORATION

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

	Praco Corporation			Arista Capital Ltd.
	For the Year			For the Nine Months
	Ended June 30,			Ended September 30,			Pro Forma Adjustments					Pro Forma
	2017			2017			Dr			Cr.		Balances
												(Unaudited)

REVENUES	$	-		$	22,613		$	-		$	-	$	22,613

OPERATING EXPENSES
Compensation and benefits		72,923			139,090			-			-		212,013
Professional fees		64,343			64,750								129,093
Provision for lease losses		-			24,500								24,500
General and administrative expenses		8,767			16,656			-			-		25,423

Total Operating Expenses		146,033			244,996			-			-		391,029

LOSS FROM OPERATIONS		(146,033	)		(222,383	)		-			-		(368,416	)

OTHER EXPENSE:
		(23	)		(81,370	)(3)		(48,417	)				(129,810	)
Interest expense - related parties		-			(2,812	)(3)		(422	)		-		(3,234	)

Total Other Expense		(23	)		(84,182	)		(48,839	)		-		(133,044	)

LOSS BEFORE PROVISION FOR INCOME TAXES		(146,056	)		(306,565	)		(48,839	)		-		(501,460	)

INCOME TAXES		-			-			-			-		-

NET LOSS	$	(146,056	)	$	(306,565	)	$	(48,839	)	$	-	$	(501,460	)

NET LOSS PER COMMON SHARE:
Net loss per common share - basic and diluted	$	(0.28	)									$	(0.08	)

Weighted average shares outstanding:
Basic and diluted		522,558											2,993,222

See accompanying notes to unaudited pro forma combined financial statements.

PRACO CORPORATION

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2016

	Praco Corporation			Praco Corporation			Arista Capital Ltd.
	For the Six Months			For the Six Months			For the Year
	Ended December 31,			Ended June 30,			Ended December 31,			Pro Forma Adjustments					Pro Forma
	2016			2016			2016			Dr			Cr.		Balances
															(Unaudited)

REVENUES	$	-		$	-		$	14,028		$	-		$	-	$	14,028

OPERATING EXPENSES
Compensation and benefits		-			-			104,180			-			-		104,180
Professional fees		29,670			17,664			16,028			-			-		63,362
Provision for lease losses		-			-			79,000			-			-		79,000
General and administrative expenses		30,275			6,304			13,538			-			-		50,117

Total Operating Expenses		59,945			23,968			212,746			-			-		296,659

LOSS FROM OPERATIONS		(59,945	)		(23,968	)		(198,718	)		-			-		(282,631	)

OTHER EXPENSE:
Interest expense		(23	)		(13,045	)		(47,302	)(5)		(69,681	)		-		(130,051	)
Interest expense - related parties		-			-			(3,764	)(5)		(991	)		-		(4,755	)

Total Other Expense		(23	)		(13,045	)		(51,066	)		(70,672	)		-		(134,806	)

LOSS BEFORE PROVISION FOR INCOME TAXES		(59,968	)		(37,013	)		(249,784	)		(70,672	)		-		(417,437	)

INCOME TAXES		-			-			-			-			-		-

NET LOSS	$	(59,968	)	$	(37,013	)	$	(249,784	)	$	(70,672	)	$	-	$	(417,437	)

NET LOSS PER COMMON SHARE:
Net loss per common share - basic and diluted	$	(0.11	)	$	(0.07	)									$	(0.08	)

Weighted average shares outstanding:
Basic and diluted		522,558			522,558											2,993,222

See accompanying notes to unaudited pro forma combined financial statements.

PRACO CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (continued)

Note 1: Description of Transaction

Arista Capital Ltd. (“Arista”) was formed under the laws of the State of Nevada in June 2014 and is a finance company that provides financing to other very small finance companies that do not have significant access to the capital markets. Typically, Arista does this by acquiring lease portfolios from such lenders at a purchase price that yields Arista an annual return and these lenders continue to service the portfolios purchased by Arista. Arista is currently focused on leases for trucks and construction equipment.

On April 19, 2017 and amended and effective on December 14, 2017, Praco Corporation entered into a share exchange agreement (the “Exchange Agreement”) with Arista and the shareholders of Arista. Pursuant to the Exchange Agreement, Praco acquired 100% of Arista’s issued and outstanding common stock from the Arista shareholders in exchange for the issuance of 2,470,666 shares of the Praco’s common stock, representing 80.0% of the outstanding common stock (the “Exchange”). Accordingly, the Arista shareholders became shareholders of the combined Company, and Arista became a subsidiary of Praco.

Note 2: Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, and uses the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and was based on the historical financial statements of Arista and Praco.

Under the acquisition method of accounting, in a reverse acquisition, the accounting acquirer (Arista) usually issues no consideration for the acquiree (Praco). Instead, the accounting acquiree usually issues its equity shares to the owners of the accounting acquirer. Accordingly, the acquisition-date fair value of the consideration transferred by the accounting acquirer for its interest in the accounting acquiree is based on the number of equity interests the legal subsidiary (Arista) would have had to issue to give the owners of the legal parent (Praco) the same percentage equity interest in the combined entity that results from the reverse acquisition. Financial statements and reported results of operations of Arista issued after completion of the Praco Acquisition will reflect these values.

Under ASC 805, acquisition-related transaction costs (i.e., advisory, legal, valuation, other professional fees) and certain acquisition-related restructuring charges are not included as a component of consideration transferred but are accounted for as expenses in the periods in which the costs are incurred.

In connection with the Praco Acquisition, total acquisition-related transaction costs expected to be incurred by Arista and Praco are estimated to be approximately $150,000, consisting of acquisition-related transaction costs to be incurred by Arista. The estimated acquisition-related transaction costs will be expensed by Arista in the quarter ending December 31, 2017.

PRACO CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (continued)

Note 3: Accounting Policies

Upon consummation of the Praco Acquisition, Arista will review, in detail, Praco’s accounting policies. As a result of that review, Arista may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on the combined financial statements. At this time, Arista is not aware of any differences that would have a material impact on the combined financial statements.

As a result, the unaudited pro forma condensed combined financial statements do not assume any differences in accounting policies.

Note 4: Pro Forma Adjustments in Connection with the Praco Acquisition

This note should be read in conjunction with Note 1. Description of Transaction and Note 2. Basis of Presentation . The following summarizes the pro forma adjustments in connection with the Praco Acquisition to give effect to the acquisition as if it had occurred on January 1, 2016, for purposes of the pro forma condensed combined statements of income and on September 30, 2017, for purposes of the pro forma condensed combined balance sheet:

The unaudited combined pro forma balance sheet at September 30, 2017, gives effect to 1) the reclassification of Praco’s accumulated deficit to paid-in capital as if the merger occurred on September 30, 2017, 2) to reflect issuance of 2,084,000 common shares pursuant to the exchange agreement, to reflect the forgiveness of notes payable – related parties, and to reclassify Arista par value to paid-in capital, 3) to reflect the forgiveness of notes payable – related parties to equity, 4) to reflect the issuance of 386,666 common shares upon the conversions of debt amounting to $260,000, and 5) to reclassify deposit for acquisition against accrued expenses, and includes the following pro forma adjustments.

	Debit		Credit
At September 30, 2017
1) To reclassify accumulated deficit
Paid-in capital	$	888,648
Accumulated deficit			$	888,648

2) To reflect issuance of 2,084,000 common shares pursuant to the share exchange agreement, to reflect the forgiveness of notes payable – related parties, and to reclassify Arista par value to paid-in capital
Notes payable – related parties		384,266
Paid-in capital		208
Common stock – Arista		104
Paid-in capital				384,266
Common stock				208
Paid-in Capital				104

3) To reflect the issuance of 386,666 shares of common stock pursuant to the share exchange agreement upon the conversion of Arista debt of $260,000
Convertible notes payable		181,583
Convertible notes payable – related parties		29,578
Interest expense		48,417
Interest expense – related parties		422
Common stock				39
Paid-in capital				259,961

4) To eliminate deposit for acquisition against accrued expenses
Accrued expenses		15,000
Prepaid expenses				15,000

End of Notes to

Unaudited Pro Forma Condensed Combined Financial Information