Attached files
Exhibit 99.2
Pro Forma Financial Information.
Unaudited Condensed Combined Pro Forma Balance Sheet as of September 30, 2010
Unaudited
Condensed Combined Pro Forma Statement of Operations for the Three Months Ended
September 30, 2010
Notes to Condensed Combined Pro Forma Financial Information
Unaudited Condensed Combined Pro Forma Financial Information
On December 29, 2010, Clean Wind Energy, Inc. (Clean Wind), a Delaware corporation, merged with a
wholly owned subsidiary of Superior Silver Mines, Inc., a Nevada corporation (Superior or the
Registrant), all pursuant to an Agreement and Plan of Merger dated December 29, 2010 (the
Agreement) and filed with the Secretary of State of Nevada. Under the terms of the Agreement,
each share of Clean Wind capital stock was converted into the right to receive 4,000 shares of
Superiors common stock.
The Registrant is a publicly registered corporation with no significant operations prior to the
merger. For accounting purposes, Clean Wind shall be the surviving entity. The transaction is
accounted for as a recapitalization of Clean Wind pursuant to which Clean Wind
is treated as the surviving and continuing entity although Superior is the
legal acquirer rather than a reverse acquisition. Accordingly, the registrant
or Superiors historical financial statements are
those of Clean Wind immediately following the consummation of the reverse merger.
The unaudited condensed combined pro forma statement of operations gives effect to the acquisition as if the
transaction had taken place on July 26, 2010 (date of inception of the surviving entity, Clean Wind) and combines
Superiors unaudited condensed statement of operations for the three month period ended September 30, 2010 and
Clean Winds unaudited condensed statement of operations for the period July 26, 2010 (date of inception) through
September 30, 2010. The unaudited condensed combined pro forma balance sheet gives effect to the acquisition as if
the transaction had taken place on September 30, 2010 and combines Clean Winds unaudited condensed balance
sheet as of September 30, 2010 with the Superiors unaudited condensed balance sheet as of September 30, 2010.
The
unaudited condensed combined pro forma financial information is for illustrative purposes only.
These companies may have performed differently had they actually been combined for the periods
presented. You should not rely on the condensed combined pro forma financial information as being
indicative of the historical results that would have been achieved had the companies always been
combined or the future results that the combined companies will experience after the merger.
Unaudited condensed combined pro forma financial information and the notes thereof should be read in conjunction with
the accompanying historical financial statements of Clean Winds and Managements Discussion and
Analysis included elsewhere in this report.
Superior Silver Mines, Inc.
Unaudited Condensed Combined Pro Forma Balance Sheet
September 30, 2010
Superior | Clean | |||||||||||||||
Silver | Wind | Pro Forma | Pro Forma | |||||||||||||
Mines | Energy | Adjustments | Combined | |||||||||||||
ASSETS |
||||||||||||||||
Current Assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 242,451 | $ | 75 | $ | 242,526 | ||||||||||
Total current assets |
242,451 | 75 | 242,526 | |||||||||||||
TOTAL ASSETS |
$ | 242,451 | $ | 75 | $ | 242,526 | ||||||||||
LIABILITIES AND
STOCKHOLDERS EQUITY |
||||||||||||||||
Current Liabilities: |
||||||||||||||||
Accounts payable, related parties |
$ | 980 | $ | | $ | 980 | ||||||||||
Total current liabilities |
980 | | 980 | |||||||||||||
Stockholders Equity: |
||||||||||||||||
Preferred stock, $0.0001 par
value; 10,000,000 authorized; none issued and outstanding |
| | | |||||||||||||
Commson stock, $0.0001 par value; 500,000,000 authorized; 20,955,199 issued in historical column; and 327,055,199 issued in pro forma column |
30,000 | b | ||||||||||||||
600 | d | |||||||||||||||
2,096 | | 10 | e | 32,706 | ||||||||||||
Common stock, $0.001 par value;
100,000 authorized; 75,000
issued and outstanding at
September 30, 2010 |
| 75 | (75 | )a | | |||||||||||
(30,000 | )b | |||||||||||||||
Additional paid-in capital |
1,206,066 | 75 | a | 550,440 | ||||||||||||
(966,691 | )c | |||||||||||||||
335,400 | d | |||||||||||||||
5,590 | e | |||||||||||||||
Accumulated deficit during development stage |
(341,600 | ) | ||||||||||||||
(966,691 | ) | 966,691 | c | (341,600 | ) | |||||||||||
Stockholders equity |
241,471 | 75 | 241,546 | |||||||||||||
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY |
$ | 241,451 | $ | 75 | $ | 242,526 | ||||||||||
See accompanying notes to unaudited condensed combined pro forma financial statements
Superior Silver Mines, Inc.
Unaudited Condensed Combined Pro Forma Statement of Operations
For the Three Months Ended September 30, 2010
Pro Forma | ||||||||||||||||
Combined | ||||||||||||||||
Superior | Clean Wind | Pro Forma | Balances | |||||||||||||
Silver Mines | Energy | Adjustments | (Unaudited) | |||||||||||||
Operating Expenses: |
||||||||||||||||
336,000 | d | |||||||||||||||
General & Administrative |
$ | 24,242 | | 5,600 | e | 365,842 | ||||||||||
Total Operating Expenses |
24,242 | | 341,600 | 365,842 | ||||||||||||
Loss from Operations |
(24,242 | ) | | (341,600 | ) | (365,842 | ) | |||||||||
Other Income: |
||||||||||||||||
Interest income |
593 | | | 593 | ||||||||||||
Total Other Income |
593 | | | 593 | ||||||||||||
Net Loss |
$ | (23,649 | ) | $ | | (341,600 | ) | $ | (365,249 | ) | ||||||
Loss per common share
(basic) |
$ | (0.00 | ) | $ | | | $ | (.00 | ) | |||||||
(75,000 | )a | |||||||||||||||
300,000,000 | b | |||||||||||||||
6,000,000 | d | |||||||||||||||
Weighted average common
shares outstanding
basic |
20,955,199 | 75,000 | 100,000 | e | 327,055,199 |
See accompanying notes to unaudited condensed combined pro forma financial statements
SUPERIOR SILVER MINES, INC.
NOTES TO UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS
1. Basis of Presentation.
The unaudited condensed combined pro forma Financial Statements have been prepared in order to
present combined financial position and results of operations of the Registrant and Clean Wind as
if the acquisition had occurred as of September 30, 2010 for the pro forma condensed combined
balance sheet and to give effect to the acquisition of the Registrant, as if the transaction had
taken place at July 26, 2010 (date of Clean Winds inception)
for the condensed combined pro forma statement of operations
for the three months ended September 30, 2010.
The condensed statement of operations for the Registrant for the nine month period ended September
30, 2010 were derived from the consolidated statement of operations as reported with the 10-Q filed
on November 10, 2010.
The
following pro forma adjustments are incorporated into the condensed
combined pro forma balance
sheet as of September 30, 2010 and the condensed combined pro forma statement of operations for the
three months ended September 30, 2010.
(a) To eliminate Clean Wind capital structure.
(b) To record issuance of 300,000,000 shares of Superior common stock in exchange for conversion of
all shares of Clean Wind common stock.
(c) To eliminate Registrants accumulated deficit and record recapitalization of Registrant.
(d) To record the fair value of 6,000,000 shares of Superior restricted common stock issued to
professional advisors in exchange for services rendered.
(e) To
record the fair value of 100,000 shares of Superior restricted common stock issue to Terrence J. Dunne for
services provided to the Company.