Attached files
| file | filename |
|---|---|
| 8-K/A - CURRENT REPORT AMENDMENT NO. 1 - TaxMasters, Inc. | taxmasters_8ka-080409.htm |
| EX-99.2 - UNAUDITED CONDENSED BALANCE SHEET - TaxMasters, Inc. | taxmasters_8ka-ex9902.htm |
| EX-99.1 - AUDITED FINANCIAL STATEMENTS - TaxMasters, Inc. | taxmasters_8ka-ex9901.htm |
EXHIBIT
99.3
TAXMASTERS,
INC.
INTRODUCTION
TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE SIX
MONTHS ENDED JUNE 30, 2009,
AND
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
The
unaudited Pro Forma Financial Information reflects financial Information of
Crown Partners, Inc (“Company”). and TaxMasters, Inc (“TaxMasters”) to the
execution of the Plan and Share Exchange Agreement of Reorganization, dated
August 4, 2009. On August 4, 2009 the Company (formerly known as
Crown Partners, Inc.), a Nevada corporation, closed a share exchange agreement
with TaxMasters, Inc. under which all of the following occurred: (i) the Company
amended its Articles of Incorporation changing its name to “TaxMasters, Inc”,
increased authorized shares of common stock to 1,000,000,000, par value $.0001
and increasing authorized shares of undesignated preferred stock to 500,000,000,
par value $.0001, (ii) the Company issued 301,000,000 shares of its common stock
to the sole stockholder of TaxMasters, Inc. in exchange for all of the issued
and outstanding shares of common stock of TaxMasters, Inc. as a result of which
TaxMasters became a wholly-owned subsidiary of the Company; (iii) the Company
issued 1,000 shares of its Control Series of Preferred Stock to the
TaxMasters sole stockholder which give the sole stockholder the authority to
designate a majority of the Company's board of directors for a five year period;
(iv) the sole stockholder has the right to earn up to an additional
299,000,000 shares of the Company's common stock during the next five
years based on a formula calculated on the net profits of the Company; and
(v) the Company's current board of directors and officers resigned
effective with the closing and concurrently appointed TaxMasters sole
stockholder as a director. The Pro Forma Statements included herein
reflect the above transaction which has been accounted for as a reverse merger
whereby Tax Masters, Inc. is considered the accounting acquirer and the
historical and future financial statements will be those of Tax Masters, Inc.
since the Company discontinued their primary business activity of daily trading
in the stock market.
The accompanying unaudited pro forma consolidated
financial statement is presented to illustrate the effects of the merger and
reorganization on the historical financial position of the Company and
TaxMasters, Inc. The unaudited pro forma consolidated balance sheet
as of June 30, 2009 gives effect to the merger and reorganization as if it had
occurred on that date, and combines the respective balance sheets, as adjusted,
at that date. A pro forma statement of operations has not been presented
as the Company’s former operations were contemporaneously sold at the time of
merger and, therefore, the combined continuing operations are those of only Tax
Masters, Inc. Such financial information has been
prepared from, and should be read in conjunction with, the (i) unaudited
consolidated June 30, 2009 financial statements of the Company included in its
Form 10-Q filing and (ii) unaudited financial statements of TaxMasters,
Inc. for the six months ended June 30, 2009.
The
unaudited consolidated pro forma information is presented for illustrative
purposes only and is not necessarily indicative of the operating results or
financial position that would have occurred if the merger and reorganization had
been consummated on the indicated dates, nor is it necessarily indicative of
future operating results. The pro forma adjustment are based on
information available at the time of this filing.
TAXMASTERS,
INC.
UNAUDITED
PRO FORMA CONSOLIDATED BALANCE SHEET
(Unaudited)
JUNE 30,
2009
|
TaxMasters,
Inc
|
Crown
Partners, Inc
|
Notes
|
Adjustments
|
Pro
Forma
|
||||||||||||||||
|
ASSETS
|
||||||||||||||||||||
|
CURRENT
ASSETS:
|
||||||||||||||||||||
|
Cash
and cash equivalents
|
$ | 3,999,892 | $ | 12,194 | a | $ | (12,194 | ) | $ | 3,999,892 | ||||||||||
|
Short-term
CD's
|
310,963 | - | 310,963 | |||||||||||||||||
|
Accounts
receivable trade, net
|
12,907,430 | - | 12,907,430 | |||||||||||||||||
|
Notes
Payable
|
400,000 | 400,000 | ||||||||||||||||||
|
Total
current assets
|
17,618,285 | 12,194 | (12,194 | ) | 17,618,285 | |||||||||||||||
|
PROPERTY
AND EQUIPMENT, net
|
154,844 | 34,411 | a | (34,411 | ) | 158,844 | ||||||||||||||
|
LONG-TERM
INVESTMENTS
|
419,747 | 419,747 | ||||||||||||||||||
|
OTHER
ASSETS
|
17,000 | - | - | 17,000 | ||||||||||||||||
|
TOTAL
ASSETS
|
$ | 18,209,876 | $ | 46,605 | $ | (46,605 | ) | $ | 18,209,876 | |||||||||||
|
LIABILITIES
AND STOCKHOLDERS’
DEFICIT
|
||||||||||||||||||||
|
CURRENT
LIABILITIES
|
||||||||||||||||||||
|
Accounts
payable and accrued expenses:
|
$ | 785,889 | $ | 32,602 | a | $ | (32,602 | ) | $ | 785,889 | ||||||||||
|
Deferred
revenue
|
7,288,864 | 7,288,864 | ||||||||||||||||||
|
Capital
lease obligations
|
48,383 | 48,383 | ||||||||||||||||||
|
Accounts
payable - related party
|
68,738 | a | (68,738 | ) | - | |||||||||||||||
|
Advances
from related party
|
22,689 | a | (22,689 | ) | - | |||||||||||||||
|
Salaries
payable
|
23,100 | a | (23,100 | ) | - | |||||||||||||||
|
Notes
payable
|
15,700 | a | (15,700 | ) | - | |||||||||||||||
|
Notes
payable to related party - Shareholder
|
53,860 | a | (53,860 | ) | - | |||||||||||||||
|
Total
current liabilities
|
8,123,136 | 216,689 | (216,689 | ) | 8,123,136 | |||||||||||||||
|
LONG
TERM LIABILITIES
|
||||||||||||||||||||
|
Capital
lease obligations
|
93,921 | - | 93,921 | |||||||||||||||||
|
Deferred
revenue, net of current portion
|
15,632,824 | 15,632,824 | ||||||||||||||||||
|
Total liabilities
|
23,849,881
|
216,689 | (216,689 | ) |
23,849,881
|
|||||||||||||||
|
STOCKHOLDERS’
DEFICIT
|
||||||||||||||||||||
|
Preferred
stock, convertible, $0.001 par value, 500,000,000 shares authorized, 1,000
shares issued and outstanding at June 30, 2009
|
- | - | c | 1 | 1 | |||||||||||||||
|
Common
stock, $0.001 par value, 1,000,000,000 authorized, 303,713,899 shares
issued and outstanding at June 30, 2009
|
- | 2,713 | b | 301,000 | 303,713 | |||||||||||||||
|
Additional
paid in capital
|
- | 10,156,949 | a,b,c |
(10,460,662
|
)
|
(303,713 | ) | |||||||||||||
|
Accumulated deficit
|
(5,640,005 | ) |
(10,329,746
|
)
|
10,329,746 | (5,640,005 | ) | |||||||||||||
|
Total
stockholders’ deficit
|
(5,640,005 | ) | (170,084 | ) | 170,084 | (5,640,005 | ) | |||||||||||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ | 18,209,876 | $ | 46,605 | $ | (46,605 | ) | $ | 18,209,876 | |||||||||||
ADJUSTMENT
NOTES :
|
a =
To
remove the assets, liabilities and operations of Crown Partners, Inc. subsidiary Crown Equity
which was spun out contemporaneously
with the merger, leaving TaxMasters, Inc. as the only
operations.
|
||||||||||||||||||||
|
b =
Represents the issuance of common stock to the sole stockholder of
TaxMasters, Inc. for all the issued and outstanding of common stock
TaxMasters, Inc. as a result of which TaxMasters become a wholly-owned
subsidiary of the Company
|
||||||||||||||||||||
|
c =
Represents the issuance of Preferred convertible stock to the TaxMaster
sole stockholder giving him the authority to designate a majority of the
Company Board Inc.
|
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2