Attached files
| file | filename |
|---|---|
| 8-K/A - FORM 8-K/A - SALAMON GROUP INC | d8ka.htm |
| EX-99.3 - EXHIBIT 99.3 - SALAMON GROUP INC | exhibit99-3.htm |
| EX-10.4 - EXHIBIT 10.4 - SALAMON GROUP INC | exhibit10-4.htm |
| EX-99.1 - EXHIBIT 99.1 - SALAMON GROUP INC | exhibit99-1.htm |
Salamon Group Inc. and Sunlogics Power Fund Management
Inc.
Unaudited Combining Proforma Balance Sheet
December 31, 2010
| Sunlogics | |||||||||||||
| Power fund | |||||||||||||
| Salamon | Management | Proforma | Combined | ||||||||||
| Group Inc. | Inc. | Adjustments | Proforma | ||||||||||
| ASSETS | |||||||||||||
| Current Assets: | |||||||||||||
| Cash and cash equivalents | $ | - | $ | 1 | $ | - | $ | 1 | |||||
| - | - | ||||||||||||
| Total Current Assets | - | 1 | - | 1 | |||||||||
| Goodwill | - | 1,585,976 | (a) |
1,585,976 | |||||||||
| Total Assets | $ | - | $ | 1 | $ | 1,585,976 | $ | 1,585,977 | |||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |||||||||||||
| Current Liabilities: | |||||||||||||
| Bank overdraft | $ | 4 | $ | - | $ | $ | 4 | ||||||
| Accounts payable and accrued liabilities | 134,423 | 12,500 | 146,923 | ||||||||||
| Due to related parties | 2,233 | 75,000 | 77,233 | ||||||||||
| Total Current Liabilities | 136,660 | 87,500 | - | 224,160 | |||||||||
| Total Liabilities | 136,660 | 87,500 | - | 224,160 | |||||||||
| Stockholders' Equity (Deficit): | |||||||||||||
| Common stock | 25,461 | 1 | 20,000 | (a) | 45,462 | ||||||||
| Common stock to be issued | 15,000 | 15,000 | |||||||||||
| Warrants issued | 20,000 | (a) | 20,000 | ||||||||||
| Additional paid-in capital | 992,500 | 1,545,976 | (a) | 2,538,476 | |||||||||
| Accumulated deficit | (1,169,621 | ) | (87,500 | ) | (1,257,121 | ) | |||||||
| Total Stockholders' Equity (Deficit) | (136,660 | ) | (87,499 | ) | 1,585,976 | 1,361,817 | |||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ | - | $ | 1 | $ | 1,585,976 | $ | 1,585,977 |
Salamon Group Inc. and Sunlogics Power Fund Management
Inc.
Unaudited Combining Proforma Statement of
Operations
For the Year Ended December 31, 2010
| Sunlogics | ||||||||||||
| Power fund | ||||||||||||
| Salamon | Management | Proforma | Combined | |||||||||
| Group Inc. | Inc. | Adjustments | Proforma | |||||||||
| Operating Expenses | ||||||||||||
| General and administrative | $ | 121,363 | $ | 87,500 | $ | - | $ | 208,863 | ||||
| Interest expense | - | - | - | - | ||||||||
| 121,363 | 87,500 | - | 208,863 | |||||||||
| Net Loss | $ | (121,363 | ) | $ | (87,500 | ) | $ | - | $ | (208,863 | ) | |
| Net loss per common share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
| Weighted average of common shares - basic and diluted | 23,042,000 | 1 | 23,042,000 |
SALAMON GROUP INC.
NOTES TO UNAUDITED CONDENSED
PRO FORMA FINANCIAL STATEMENTS
DECEMBER 31, 2010
On May 12, 2011, the Company entered into a stock purchase agreement with Sunlogics Power Fund Management Inc (“Sunlogics Power Fund”) to acquire all of the issued and outstanding shares of Sunlogics Power Fund in exchange 20,000,000 shares of the Company’s common stock and 20,000,000 stock purchase warrants. The warrants shall exercisable at a price of $0.001 per share and expiring May 12, 2016. The acquisition of Sunlogics Power has been accounted for as an asset acquisition. The operations of Sunlogics have been included in these consolidated financial statements from the date of acquisition.
The following is a summary of the purchase price allocation at the date of acquisition based upon the estimated fair value of the assets acquired and liabilities assumed:
Consideration Given:
| 20,000,000 common share purchase warrants and 20,000,000 common shares | $ | 1,596,728 | |
| Net assets acquired at fair value | |||
| Cash | $ | 1 | |
| Intangible assets | 1,754,227 | ||
| Accounts payable | (157,500 | ) | |
| Net assets at fair value | 1,596,728 |
The following unaudited pro forma condensed balance sheet as of December 31, 2010 and the unaudited pro forma statement of operations for the year ended December 31, 2010 are derived from the historical financial statements of the Company and Sunlogics Power Fund and have been prepared to give effect to the acquisition of the Sunlogics Power Fund as at December 31, 2010. The unaudited pro forma financial statements are presented as if the closing of Agreement had occurred as of December 31, 2010.
The following unaudited pro forma financial statements have been prepared for illustrative purposes only and do not purport to reflect the results the combined company may achieve in future periods or the historical results that would have been obtained. These unaudited pro forma financial statements, including the notes hereto, should be read in conjunction with (i) the historical financial statements for the Company and (ii) the historical financial statements of Sunlogics Power Fund.
NOTE–1 PRO FORMA ADJUSTMENTS
These unaudited pro forma combined financial statements reflect the following pro forma adjustments:
| (a) | To record the acquisition of the shares of Sunlogics Power Fund in exchange for 20 million shares and 20 million warrants of the Company valued at $0.001 per share and assumption of the liabilities of Sunlogics Power Fund. |
Salamon Group Inc. and Sunlogics Power Fund Management
Inc.
Unaudited Combining Proforma Balance Sheet
March 31, 2011
| Sunlogics | |||||||||||||
| Power fund | |||||||||||||
| Salamon | Management | Proforma | Combined | ||||||||||
| Group Inc. | Inc. | Adjustments | Proforma | ||||||||||
| ASSETS | |||||||||||||
| Current Assets: | |||||||||||||
| Cash and cash equivalents | $ | - | $ | 1 | $ | - | $ | 1 | |||||
| - | - | ||||||||||||
| Total Current Assets | - | 1 | - | 1 | |||||||||
| Goodwill | - | 1,585,976 | (a) | 1,585,976 | |||||||||
| Total Assets | $ | - | $ | 1 | $ | 1,585,976 | $ | 1,585,977 | |||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |||||||||||||
| Current Liabilities: | |||||||||||||
| Bank overdraft | $ | - | $ | - | $ | $ | - | ||||||
| Accounts payable and accrued liabilities | 148,827 | 20,000 | 168,828 | ||||||||||
| Advances from directors | 52,472 | 120,000 | 172,472 | ||||||||||
| Total Current Liabilities | 201,299 | 140,000 | - | 341,300 | |||||||||
| Total Liabilities | 201,299 | 140,000 | - | 341,300 | |||||||||
| Stockholders' Equity (Deficit): | |||||||||||||
| Common stock | 26,961 | 1 | 20,000 | (a) | 46,962 | ||||||||
| Common stock to be issued | - | - | |||||||||||
| Warrants | 20,000 | (a) | 20,000 | ||||||||||
| Additional paid-in capital | 1,006,000 | 1,545,976 | (a) | 2,551,976 | |||||||||
| Donated capital | 1,333 | 1,333 | |||||||||||
| Accumulated deficit | (1,235,593 | ) | (140,001 | ) | (1,375,594 | ) | |||||||
| Total Stockholders' Equity (Deficit) | (201,299 | ) | (140,000 | ) | 1,585,976 | 1,244,677 | |||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ | - | $ | - | $ | 1,585,976 | $ | 1,585,977 |
Salamon Group Inc. and Sunlogics Power Fund Management
Inc.
Unaudited Combining Proforma Statement of
Operations
For the Three Months Ended March 31, 2011
| Sunlogics | ||||||||||||
| Power fund | ||||||||||||
| Salamon | Management | Proforma | Combined | |||||||||
| Group Inc. | Inc. | Adjustments | Proforma | |||||||||
| Operating Expenses | ||||||||||||
| General and administrative | $ | 64,639 | $ | 52,500 | $ | - | $ | 117,139 | ||||
| Donated rent | 1,333 | - | - | 1,333 | ||||||||
| 65,972 | 52,500 | - | 118,472 | |||||||||
| Net Loss | $ | (65,972 | ) | $ | (52,500 | ) | $ | - | $ | (118,472 | ) | |
| Net loss per common share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
| Weighted average of common shares - basic and diluted | 26,710,728 | 1 | 26,710,729 |
SALAMON GROUP INC.
NOTES TO UNAUDITED CONDENSED
PRO FORMA FINANCIAL STATEMENTS
MARCH 31, 2011
On May 12, 2011, the Company entered into a stock purchase agreement with Sunlogics Power Fund Management Inc. (“Sunlogics Power Fund”) to acquire all of the issued and outstanding shares of Sunlogics Power Fund in exchange for 20,000,000 shares of the Company’s common stock and 20,000,000 stock purchase warrants. The warrants shall be exercisable at a price of $0.001 per share and expiring May 12, 2016. The acquisition of Sunlogics Power has been accounted for as an asset acquisition. The operations of Sunlogics have been included in these consolidated financial statements from the date of acquisition.
The following is a summary of the purchase price allocation at the date of acquisition based upon the estimated fair value of the assets acquired and liabilities assumed:
Consideration Given:
| 20,000,000 common share purchase warrants and 20,000,000 common shares | $ | 1,596,728 | |
| Net assets acquired at fair value | |||
| Cash | $ | 1 | |
| Intangible assets | 1,754,227 | ||
| Accounts payable | (157,500 | ) | |
| Net assets at fair value | 1,596,728 |
The following unaudited pro forma condensed balance sheet as of March 31, 2011 and the unaudited pro forma statement of operations for the year ended March 31, 2011 are derived from the historical financial statements of the Company and Sunlogics Power Fund and have been prepared to give effect to the acquisition of the Sunlogics Power Fund as at March 31, 2011. The unaudited pro forma financial statements are presented as if the closing of Agreement had occurred as of March 31, 2011.
The following unaudited pro forma financial statements have been prepared for illustrative purposes only and do not purport to reflect the results the combined company may achieve in future periods or the historical results that would have been obtained. These unaudited pro forma financial statements, including the notes hereto, should be read in conjunction with (i) the historical financial statements for the Company and (ii) the historical financial statements of Sunlogics Power Fund.
NOTE–1 PRO FORMA ADJUSTMENTS
These unaudited pro forma combined financial statements reflect the following pro forma adjustments: