Attached files
| file | filename |
|---|---|
| 8-K/A - URBAN AG. CORP | v203885_8ka.htm |
Exhibit
99.2
UNAUDITED
PRO FORMA CONDENSED COMBINED
BALANCE
SHEET AND STATEMENTS OF OPERATIONS
1.
Description of Transaction and Basis of Presentation
On August
16, 2010, Aquamer completed an asset acquisition wherein it acquired all of the
business assets of UAC. The Company paid for these assets with 60,000,004
shares of its common stock. UAC was formed on April 22, 2010 to conduct urban
indoor vertical farming. UAC currently holds an exclusive license (the "License
Agreement") for Massachusetts and a has right of first refusal to purchase
exclusive licenses for New Jersey, Pennsylvania and California from TerraSphere
Systems, LLC, a company that designs and builds proprietary systems for growing
fruits and vegetables in controlled, indoor environments. UAC purchased the
license on May 1, 2010 for $1,000,000. The technology is proprietary and
unique. The technology used under the license can not be disclosed or
transferred to a third party without prior written consent of the licensor.
Nothing occurred between May 1, 2010 and the asset acquisition date to enhance
the license value. Given these factors, combined with the brief period (fifteen
weeks) from original purchase by UAC to the Aquamer transaction date, the
$1,000,000 historical cost is the fair value of the asset.
The
Unaudited Pro Forma Condensed Combined Statements of Operations presented below
are derived from the historical financial statements of Aquamer and present the
acquisition of UAC as an asset acquisition at historical cost.
The
Unaudited Pro Forma Condensed Combined Statement of Operations for the fiscal
year ended December 31, 2009 gives effect to the UAC transaction as if it had
occurred on January 1, 2009 and combines the historical audited statements of
operations of Aquamer with pro forma adjustments for UAC for the twelve months
ended December 31, 2009. UAC was not formed until April 2010 and as a result had
no operating activity during 2009. The Unaudited Pro Forma Condensed Combined
Statement of Operations for the nine months ended September 30, 2010 gives
effect to the UAC transaction as if it had occurred on January 1, 2010 and
combines the historical unaudited statements of operations of Aquamer and UAC
for the nine months ended September 30, 2010.
The
Unaudited Pro Forma Condensed Combined Financial Statements are for illustrative
purposes only and are not intended to project the results of operations for any
future period. The pro forma adjustments are based upon currently available
information and upon certain assumptions Aquamesr believes are reasonable under
the circumstances. The Unaudited Pro Forma Condensed Combined Financial
Statements should be read in conjunction with the separate historical
consolidated financial statements and accompanying notes of Aquamer. Due to
UAC’s recent formation, UAC had limited operating history during 2010 and no
operating activity during 2009. Since Aquamer acquired UAC’s assets, no
historical financial statements of UAC have been included with this
filing.
1
Aquamer
Medical Inc. & Subsidiaries
Pro
Forma Condensed Combined Statement of Operations
For
the fiscal year ended December 31, 2009 (Unaudited)
|
Aquamer
Medical,
Inc.
|
Urban
Agriculture
Corporation
|
Pro Forma
Adjustments
|
Aquamer
Medical Inc.
Combined
|
|||||||||||||
|
Revenue
|
- | - | - | - | ||||||||||||
|
Costs
and Expenses
|
||||||||||||||||
|
General
and Administrative
|
$ | 254,883 | - | - | $ | 254,883 | ||||||||||
|
Amortization
of Intangibles
|
10,000 | - | $ | 66,667 | A | 76,667 | ||||||||||
|
Interest,
net of interest income
|
514 | - | - | 514 | ||||||||||||
|
Impairment
of patent
|
45,000 | - | - | 45,000 | ||||||||||||
|
Total
Costs and Expenses
|
310,398 | - | 66,667 | 377,065 | ||||||||||||
|
Loss
before income taxes
|
(310,398 | ) | - | (66,667 | ) | (377,065 | ) | |||||||||
|
Federal
and State Income Tax Expense
|
- | - | - | - | ||||||||||||
|
Deficit
accumulated during development stage
|
$ | (310,398 | ) | - | $ | (66,667 | ) | $ | (377,065 | ) | ||||||
|
Basic
and Diluted Loss Per Share
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||||||
|
Weighted
Average Number of Common Shares Outstanding
|
79,620,179 | 139,620,181 | ||||||||||||||
Aquamer
Medical Inc. & Subsidiaries
Pro
Forma Condensed Combined Statement of Operations
For
the interim period ended September 30, 2010 (Unaudited)
|
Aquamer
Medical, Inc. &
Subsidiaries
|
Pro Forma
Adjustments
|
Pro Forma
Aquamer
Medical Inc. &
Subsidiaries
|
||||||||||
|
Revenue
|
- | - | - | |||||||||
|
Costs
and Expenses
|
||||||||||||
|
Selling,
General and Administrative
|
$ | 455,183 | - | $ | 455,183 | |||||||
|
Amortization
of intangibles
|
181,583 | $ | 41,667 | A |
|
223,250 | ||||||
|
Interest,
net of interest income
|
(34 | ) | (34 | ) | ||||||||
|
Total
Costs and Expenses
|
636,732 | 41,667 | 678,399 | |||||||||
|
Loss
before income taxes
|
(636,732 | ) | (41,667 | ) | (678,399 | ) | ||||||
|
Federal
and State Income Tax Expense
|
- | - | - | |||||||||
|
Deficit
accumulated during development stage
|
$ | (636,732 | ) | $ | (41,667 | ) | $ | (678,399 | ) | |||
|
Basic
and Diluted Loss Per Share
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
|
Weighted
Average Number of Common Shares Outstanding
|
114,167,508 | 164,277,400 | ||||||||||
2
Notes
to Pro Forma Condensed Combined Statements of Operations
1.
Pro Forma Adjustments
The
following are brief descriptions of each of the pro forma adjustments included
in the unaudited pro forma combined condensed financial statements:
(A)— To
reflect amortization expense associated with UAC’s contractual intangible asset,
a third-party license agreement. Amortization expense is taken over
the asset’s useful life of 15 years. For the pro forma financial
statements, amortization expense is calculated for the entire period through the
reporting date.
3