ITRACKR SYSTEMS INC - FORM 8-K - EX-99.2 - PRO FORMA FINANCIALS

Attached files

file	filename
8-K - FORM 8-K - ITRACKR SYSTEMS INC	itrackr_8k.htm
EX-16.1 - LETTER FROM BEDINGER AND COMPANY TO THE SECURITIES AND EXCHANGE COMMISSION - ITRACKR SYSTEMS INC	itrackr_ex161.htm
EX-10.2 - PROMISSORY NOTE - ITRACKR SYSTEMS INC	itrackr_ex102.htm
EX-10.3 - PROMISSORY NOTE - ITRACKR SYSTEMS INC	itrackr_ex103.htm
EX-10.1 - PURCHASE AGREEMENT - ITRACKR SYSTEMS INC	itrackr_ex101.htm
EX-99.1 - RESPONDQ Q1 2011 FINANCIALS - ITRACKR SYSTEMS INC	itracker_ex991.htm

EXHIBIT 99.2

iTrackr Systems, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

As of March 31, 2011

	iTrackr			RespondQ			Acquisition
	Actual			Actual			Adjustments				Pro Forma
Assets
Current Assets
Cash	$	285		$	13,029						$	13,314
Accounts receivable		22,505			143,561			(20,617	)	1)		145,449
Other current assets		-			30,023			(27,901	)	2)		2,122
Total Current Assets		22,790			186,613			(48,518	)			160,885

Fixed assets		206,211			15,136			-				221,347
Accumulated depreciation		(151,035	)		(702	)		-				(151,737	)
Net fixed assets		55,176			14,434			-				69,610
Customer lists net		-			-			2,509,846				2,509,846
Other assets		-			3,500			-				3,500
Total Assets	$	77,966		$	204,547		$	2,461,328			$	2,743,841

Liabilities and Stockholder's Equity
Current Liabilities
Accounts payable and accrued expenses	$	150,644		$	213,776		$	(27,901	)	2)	$	336,519
Accrue payroll		702,000			-			-				702,000
Accrued Interest payable		21,394			-			-				21,394
Promissory notes		56,000			-			100,000		3)		156,000
Related party Notes Payable		192,812			-			-				192,812
Total Current Liabilities		1,122,850			213,776			72,099				1,408,725

Notes payable, non-current		-			-			-				-
Total Liabilities		1,122,850			213,776			72,099				1,408,725

Stockholder's Equity
Member interest		-			50,000			(50,000	)			-
Common stock		3,142,538			-			2,380,000		4)		5,522,538
Common stock payable		37,500			-			-				37,500
Deficit accumulated during the development stage		(4,224,922	)		(59,229	)		59,229				(4,224,922	)
Total Stockholder's Equity		(1,044,884	)		(9,229	)		2,389,229				1,335,116
Total Liabilities and Stockholder's Equity	$	77,966		$	204,547		$	2,461,328			$	2,743,841

iTrackr Systems, Inc.

Pro Forma Consolidated Statements of Operations

For the Three Months Ended March 31, 2011 (Unaudited) and the Years Ended December 31, 2010 and 2009 (Audited)

	Three Months Ended March 31, 2011									Year Ended December 31, 2010									Year Ended December 31, 2009
	iTrackr			RespondQ						iTrackr			RespondQ						iTrackr			RespondQ
	Actual			Actual			Pro Forma			Actual			Actual			Pro Forma			Actual			Actual			Pro Forma

Revenue	$	46,250		$	312,785		$	359,035		$	85,576		$	121,484		$	207,060		$	7,493		$	-		$	7,493
Cost of Sales		-			232,775			232,775			-			105,322			105,322			-			-			-
Gross profit		46,250			80,010			126,260			85,576			16,162			101,738			7,493			-			7,493

Operating expenses
General and administrative		112,289			90,659			202,948			436,506			36,762			473,268			305,093			10,343			315,436
Research and development		49,651			-			49,651			145,626			-			145,626			235,907			-			235,907
Sales and marketing		-			-			-			-			9,435			9,435			4,796			7,500			12,296
Depreciation		8,695			702			9,397			35,482			-			35,482			33,508			-			33,508
Stock compensation		-			-			-			483,459			-			483,459			99,169			-			99,169
Total operating expenses		170,635			91,361			261,996			1,101,073			46,197			1,147,270			678,473			17,843			696,316

Loss from operations		(124,385	)		(11,351	)		(135,736	)		(1,015,497	)		(30,035	)		(940,210	)		(670,980	)		(17,843	)		(688,823	)

Other Income and (Expense)
Interest expense		(5,445	)		-			(5,445	)		(16,313	)		-			(16,313	)		(90,462	)		-			(90,462	)
Other expense		-			-			-						-			-			(163,000	)		-			(163,000	)
Other income		-			-			-			29,172			-			29,172			-			-			-
Total other income and expense		(5,445	)		-			(5,445	)		12,859			-			12,859			(253,462	)		-			(253,462	)
Earnings before taxes		(129,830	)		(11,351	)		(141,181	)		(1,002,638	)		(30,035	)		(927,351	)		(924,442	)		(17,843	)		(942,285	)
Provision for income taxes		-			-			-			-			-			-			-			-			-
NET LOSS	$	(129,830	)	$	(11,351	)	$	(141,181	)	$	(1,002,638	)	$	(30,035	)	$	(927,351	)	$	(924,442	)	$	(17,843	)	$	(942,285	)

Weighted average shares outstanding-basic		19,428,983									20,036,477									14,632,513
Shares issued for acquisition								5,000,000									5,000,000									5,000,000
Total weighted average shares outstanding								24,428,983									25,036,477									19,632,513

Net loss per common share-basic	$	(0.01	)				$	(0.01	)	$	(0.05	)				$	(0.04	)	$	(0.06	)				$	(0.05	)

iTrackr Systems, Inc.

Notes to Pro Forma Consolidated Financial Statements

For the Three Months Ended March 31, 2011 and Years Ended December 31, 2010 and 2009

On July 12, 2011, iTrackr Systems, Inc. (the “Company”) acquired 100% of the issued and outstanding membership interests (the “Units”) of RespondQ, LLC, a Florida limited liability company from Idamia, LLC, a Florida limited liability corporation (“Idamia”) and Iselsa II, LLC (“Iselsa”), a Delaware limited liability corporation. Iselsa owns 70% of the Units and Idamia owns 30% of the Units being sold. The owner of Idamia, LLC is Radosveta Rizzo. Ms. Rizzo is the wife of the Company’s Chief Executive Officer. The purchase price for the Units was an aggregate of five million (5,000,000) shares of restricted common stock of the Company and promissory notes in the aggregate principal amount of $100,000. The promissory notes bear interest at 10% per annum and all principal and interest is due and payable on October 12, 2011. Upon an occurrence of an Event of Default, the Promissory Notes are convertible into to shares of the Company’s common stock at $0.10 per share.

The purchase consideration for the RespondQ Units was approximately $2,480,000 million, which consisted of the notes and the fair value of 5 million shares of iTrackr Systems, Inc. common stock issued to Idamia and Iselsa, was determined using a per share price of $0.476, which reflects the closing price of the Company’s common stock (i.e., $0.56) on the date of the purchase adjusted for a 15% discount due to the restriction placed on the stock and resulting lack of liquidity.

The accompanying unaudited financial information has been developed by application of pro forma adjustments to the historical financial statements of iTrackr Systems, Inc. appearing elsewhere in this Current Report. The unaudited pro forma information gives effect to the Merger which has been assumed to have occurred on January 1, 2009 for purposes of the statement of operations. The pro forma condensed consolidated financial statements may not be indicative of the actual results of the acquisition. In particular, the pro forma consolidated financial statements are based on management's current estimate of the allocation of the purchase price, the actual allocation of which may differ.

The unaudited pro forma condensed consolidated balance sheet should be read in conjunction with the notes thereto and with the historical financial statements of the Company as filed in its annual report on Form 10-K/A for the year ended December 31, 2010 and with the historical financial statements of RespondQ, LLC included in the 8-K report. The unaudited pro forma consolidated balance sheet is not necessarily indicative of the Company's financial position that would have been achieved had the acquisition been consummated at March 31, 2011.

The pro forma adjustments to the unaudited condensed consolidated balance sheet are as follows:

Issuance of 5 million shares of iTrackr Systems, Inc. at fair value	4	)	$	2,380,000
Issuance of promissory notes	3	)		100,000
Receivable by iTrackr from RespondQ	1	)		20,617
Net assets acquired				9,229
Fair value customer list adjustment				(2,509,846	)
Cost in excess of net assets acquired			$	-

The allocation of the purchase price, is as follows:


Net tangible assets acquired and liabilities assumed:
Cash and cash equivalents			$	13,029
Accounts receivable				143,561
Prepaid expenses and other current assets				2,122
Property and equipment				14,434
Other long-term assets - Deposits				3,500
Customer lists				2,509,846
Accounts payable				(213,776	)
Net tangible assets acquired and liabilities assumed:						$	2,472,716
Consideration paid
5 million shares of common stock	4	)	$	2,380,000
Issuance of 2 promissory notes	3	)		100,000
Receivable by iTrackr from RespondQ	1	)		20,617
Receivable by RespondQ from iTrackr	2	)		(27,901	)
Total consideration						$	2,472,716

1)	Represents a receivable to iTrackr for sales to RespondQ, LLC

2)	Represents a receivable from iTrackr for bills paid on behalf of iTrackr.

3)	$100,000 of promissory notes was issued to the members of RespondQ, LLC pursuant to the purchase agreement.

Represents the issuance of 5 million shares of restricted common stock at $0.476 per share, which reflects the closing price of the Company’s common stock (i.e., $0.56) on the date of the purchase adjusted for a 15% discount due to the restriction placed on the stock and resulting lack of liquidity.

ITRACKR SYSTEMS INC - FORM 8-K - EX-99.2 - PRO FORMA FINANCIALS - July 14, 2011

Attached files

ITRACKR SYSTEMS INC Reports