Attached files
| file | filename |
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| 8-K - FORM 8-K - Onyx Service & Solutions, Inc | onxy8k.htm |
| EX-10 - EXHIBIT 10.2 - Onyx Service & Solutions, Inc | onxyexhibit102.htm |
| EX-10 - EXHIBIT 10.1 - Onyx Service & Solutions, Inc | onxy8kexhibit101.htm |
| EX-99 - EXHIBIT 99.1 - Onyx Service & Solutions, Inc | onxy8kexhibit991.htm |
Unaudited Pro Forma Condensed Consolidated Financial Statements
On August 22, 2011, Onyx Service & Solutions, Inc. (“ONYX” or “the Company”) purchased 100% of the issued and outstanding stock of Southern Geo Power Corporation (“SGPC”) in return for the issuance of 11,000,000 shares of ONYX common stock and the assumption of certain debts with a principal balance of $400,000.
The pro forma condensed consolidated financial statements, which have been prepared in accordance with rules prescribed by Article 11 of Regulation S-X, are provided for informational purposes only and are not necessarily indicative of the past or future results of operations or financial position of the Company.
The Unaudited Pro Forma Consolidated Statement of Income and Unaudited Pro Forma Consolidated Balance Sheet are prepared to give the effect of the Company’s purchase of SGPC. The SGPC audited financial statements were prepared as of and for the year ended July 31, 2011 (its fiscal year end), and for the period from Inception (October 30, 2009) to July 31, 2010. ONYX’s fiscal year isNovember 30. Per Article 11 of Regulation S-X the Company has made certain adjustments herein to the financial results of SGPC in order for the Pro Forma financial statements presented herein to conform to the fiscal year end of ONYX.
The Pro Forma Consolidated Statements of Income have been prepared on the basis on the first 6 months of ONYX’s 2011 fiscal year, and ONYX’s 2010 fiscal year, which began December 1, 2010, and 2009, respectively.The Unaudited Pro Forma Consolidated Balance Sheets for the 6 months ended May 31, 2011, and for the fiscal year ended November 30, 2010, present the financial position of the Company as if the acquisition of SGPC occurred as of the end of the 2010 fiscal year. The acquisition has been accounted for using the purchase method in accordance with Accounting Standards Codification 805, Business Combinations.
This information should be read in conjunction the previously filed historical consolidated financial statements and accompanying notes contained in the Company’s Quarterly Report on Form 10-Q for the 6 months ended May 31, 2011, and the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2010 and other subsequent filings, and in conjunction with the historical financial statements and accompanying notes of SGPC included in this report on Form 8-K.
1
Onyx Service & Solutions, Inc.
Proforma Balance Sheet
As of May 31, 2011
(unaudited)
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| Onyx Service & Solutions, Inc. |
| Southern Geo Power Corp. (1) |
| Adjustments |
| Proforma |
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| ASSETS |
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| Current Assets |
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| Cash and cash equivalents |
| $ | 14,239 |
| $ | — |
| $ | — |
| $ | 14,239 |
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| Accounts Receivable |
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| 1,225 |
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| — |
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| — |
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| 1,225 |
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| Total Current Assets |
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| 15,464 |
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| — |
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| — |
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| 15,464 |
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| Equipment, net |
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| 931 |
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| — |
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| — |
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| 931 |
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| Goodwill |
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| — |
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| — | (2) |
| 1,100 |
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| 476,534 |
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| (3) |
| 475,434 |
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| TOTAL ASSETS |
| $ | 16,395 |
| $ | — |
| $ | 476,534 |
| $ | 492,929 |
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| LIABILITIES AND STOCKHOLDERS' EQUITY |
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| Current Liabilities |
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| Accounts Payable and Accrued Expenses |
| $ | 12,698 |
| $ | — |
| $ | — |
| $ | 12,698 |
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| Total Current Liabilities |
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| 12,698 |
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| — |
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| — |
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| 12,698 |
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| Note payable, Net of Accrued Interest |
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| 18,381 |
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| 475,434 |
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| — |
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| 493,815 |
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| TOTAL LIABILITIES |
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| 31,079 |
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| 475,434 |
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| — |
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| 506,513 |
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| Stockholders' Equity |
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| Common Stock |
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| 431 |
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| — | (2) |
| 1,100 |
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| 1,531 |
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| Additional Paid in Capital |
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| 78,428 |
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| 90,200 | (3) |
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| 78,428 |
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| Retained Deficit |
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| (93,543) |
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| (565,634) | (3) |
| 565,634 |
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| (93,543) |
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| Total Stockholders' Equity |
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| (14,684) |
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| (475,434) |
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| 476,534 |
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| (13,584) |
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| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
| $ | 16,395 |
| $ | — |
| $ | 476,534 |
| $ | 492,929 |
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(1)
The fiscal year end for SGPC is July 31. The balance sheet information presented herein for SGPC has been adjusted to conform to the ONYX balance sheet information as of May 31, 2011.
(2)
Reflects the issuance of 11,000,000 shares of ONYX common stock at par value related to the acquisition of SGPC.
(3)
Reflects the elimination of SGPC equity accounts.
2
Onyx Service & Solutions, Inc.
Proforma Statement of Operations
For The Six Months Ended May 31, 2011
(unaudited)
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| Onyx Service & Solutions, Inc. |
| Southern Geo Power Corp. |
| Adjustments |
| Proforma |
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| Revenues |
| $ | 11,099 |
| $ | — |
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| — |
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| 11,099 |
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| Cost of revenue |
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| 3,483 |
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| — |
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| — |
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| 3,483 |
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| Gross Profit |
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| 7,616 |
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| — |
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| — |
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| 7,616 |
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| Operating Expenses |
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| General and administrative |
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| 45,070 |
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| 36,133 |
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| 81,203 |
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| Depreciation |
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| 428 |
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| — |
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| 428 |
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| Total operating expenses |
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| 45,498 |
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| 36,133 |
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| — |
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| 81,631 |
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| Net Loss from Operations |
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| (37,882) |
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| (36,133) |
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| — |
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| (74,015) |
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| Other Expense |
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| (181) |
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| (33,879) |
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| — |
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| (34,060) |
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| Net Loss |
| $ | (38,063) |
| $ | (70,012) |
| $ | — |
| $ | (108,075) |
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3
Onyx Service & Solutions, Inc.
Proforma Balance Sheet
As of November 30, 2010
(unaudited)
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| Onyx Service & Solutions, Inc. |
| Southern Geo Power Corp. (1) |
| Adjustments |
| Proforma |
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| ASSETS |
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| Current Assets |
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| Cash and cash equivalents |
| $ | 32,541 |
| $ | 133 |
| $ | — |
| $ | 32,674 |
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| Accounts Receivable |
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| 869 |
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| — |
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| 869 |
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| Total Current Assets |
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| 33,410 |
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| 133 |
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| 33,543 |
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| Equipment, net |
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| 1,359 |
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| 1,359 |
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| Goodwill |
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| — |
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| 1,100 |
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| 442,522 |
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| 441,422 |
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| TOTAL ASSETS |
| $ | 34,769 |
| $ | 133 |
| $ | 442,522 |
| $ | 477,424 |
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| LIABILITIES AND STOCKHOLDERS' EQUITY |
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| Current Liabilities |
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| Accounts Payable and Accrued Expenses |
| $ | 11,389 |
| $ | — |
| $ | — |
| $ | 11,389 |
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| Total Current Liabilities |
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| 11,389 |
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| — |
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| 11,389 |
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| Note payable, Net of Accrued Interest |
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| 441,555 |
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| 441,555 |
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| TOTAL LIABILITIES |
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| 11,389 |
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| 441,555 |
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| 452,944 |
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| Stockholders' Equity |
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| Common Stock |
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| 431 |
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| 1,100 |
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| 1,531 |
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| Additional Paid in Capital |
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| 78,429 |
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| 54,200 | (3) |
| (54,200) |
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| 78,429 |
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| Retained Deficit |
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| (55,480) |
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| (495,622) | (3) |
| 495,622 |
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| (55,480) |
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| Total Stockholders' Equity |
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| 23,380 |
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| (441,422) |
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| 442,522 |
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| (24,480) |
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| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
| $ | 34,769 |
| $ | 133 |
| $ | 442,522 |
| $ | 477,424 |
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(1)
The fiscal year end for SGPC is July 31. The balance sheet information presented herein for SGPC has been adjusted to conform to the November 30 fiscal year end of ONYX.
(2)
Reflects the issuance of 11,000,000 shares of ONYX common stock at par value related to the acquisition of SGPC.
(3)
Reflects the elimination of SGPC equity accounts.
4
Onyx Service & Solutions, Inc.
Proforma Statement of Operations
For Year Ended November 30, 2010
(unaudited)
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| Onyx Service & Solutions, Inc. |
| Southern Geo Power Corp. |
| Adjustments |
| Proforma |
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| Revenues |
| $ | 23,401 |
| $ | — |
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| 11,099 |
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| Cost of revenue |
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| 4,437 |
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| 3,483 |
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| Gross Profit |
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| 18,964 |
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| 7,616 |
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| Operating Expenses |
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| General and administrative |
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| 70,312 |
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| 54,068 |
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| 124,380 |
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| Legal and Professional Fees |
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| — |
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| 100,000 |
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| 100,000 |
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| Depreciation |
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| 1,693 |
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| — |
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| 1,693 |
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| Total operating expenses |
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| 72,005 |
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| 154,068 |
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| 226,073 |
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| Net Loss from Operations |
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| (53,041) |
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| (154,068) |
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| (207,109) |
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| Other Expense |
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| (425) |
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| (341,555) |
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| (341,980) |
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| Net Loss |
| $ | (53,466) |
| $ | (495,623) |
| $ | — |
| $ | (549,098) |
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5