Attached files
| file | filename |
|---|---|
| 8-K - WWA 8-K ACQUIRE INFRASTRUCTURE - GENIE GATEWAY | kacquireidvc.htm |
Exhibit 99.3
WWA GROUP, INC.
UNAUDITED PRO FORMA COMBINED INFORMATION
For the nine months ended September 30, 2011 and for the year ended December 31, 2010
TABLE OF CONTENTS
Page
Basis of presentation F-2
Unaudited pro forma condensed balance sheets for the nine months ended September 30, 2011 F-3
Unaudited pro forma condensed statements of operations for the nine months ended
September 30, 2011 F-4
Unaudited pro forma condensed statements of operations for the year ended December 31, 2010 F-5
Notes to pro forma combined balance sheets and statements of operation F-6
F-1
Basis of presentation
The following unaudited pro forma financial information of WWA Group, Inc. ("Company") is based on the historical financial statements of the Company. The combined balance sheet and statement of operations of the Company for the nine months ended September 30, 2011, have been prepared as if the acquisition of an aggregate of sixty three and one half percent (63.5%) of Infrastructure Developments Corp. (“Infrastructure”) had occurred on January 1, 2010, the first day of the fiscal year of the registrant.
Such unaudited pro forma financial information should be read in conjunction with the historical financial statements of the Company for the years ended December 31, 2010 and 2009, including the notes thereto, which were filed as part of the Company’s Form 10-K/A, filed with the Securities and Exchange Commission on November 14, 2011. This unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of the results of operations of the Company that would have occurred if the consolidation of Infrastructure had been completed on the dates indicated, nor does it purport to represent the Company’s results of operations as of any future date or for any future period. The pro forma combined balance sheet and statement of operations of the Company only include the consolidation of Infrastructure. In addition, the pro forma combined financial statements are based upon fair value of the assets and liabilities consolidated from Infrastructure. Management believes all material adjustments necessary to reflect the effect of the consolidation have been made to the unaudited pro forma financial information.
F-2
Exhibit 99.3
|
WWA Group, Inc., Pro Forma Consolidated Balance Sheets at September 30, 2011
| |||||
|
Assets |
Company |
Infrastructure |
Adjustments |
Consolidated |
|
|
Current assets: |
|
|
|
|
|
|
Cash |
$ 710 |
$ 95,056 |
|
$ 95,766 |
|
|
Notes receivable |
0 |
0 |
|
0 |
|
|
Prepaid Expenses |
0 |
40,740 |
|
40,740 |
|
|
Other current assets |
264,835 |
21,053 |
|
285,888 |
|
|
Total current assets |
265,545 |
156,849 |
|
422,394 |
|
|
|
|
|
|
|
|
|
Investment in equity interests |
4,263,544 |
0 |
(4,263,544) |
0 |
|
|
Notes receivable |
0 |
0 |
|
0 |
|
|
Investment in related party entity |
0 |
0 |
|
0 |
|
|
Total Assets |
$ 4,529,089 |
$ 156,849 |
$ (4,263,545) |
$ 422,394 |
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity |
|
|
|
| |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
Accounts Payable |
0 |
27,856 |
|
27,856 |
|
|
Accrued expenses |
73,470 |
233,171 |
|
306,641 |
|
|
Short Term Debt - Notes Payable |
9,144 |
364,226 |
|
373,370 |
|
|
Current maturities of long-term debt |
0 |
0 |
|
0 |
|
|
Total current liabilities |
82,614 |
625,253 |
|
707,867 |
|
|
Long-term debt |
0 |
0 |
|
0 |
|
|
Total liabilities |
82,614 |
625,253 |
|
707,867 |
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
Stockholders' equity: |
|
|
|
|
|
|
Common stock, $0.001 par value, 50,000,000 shares |
|
|
|
|
|
|
authorized; 22,591,922 shares issued and outstanding: |
22,592 |
0 |
|
22,592 |
|
|
Common stock, $0.001 par value, 500,000,000 shares |
|
|
|
| |
|
authorized; 124,406,360 shares issued and outstanding: |
|
|
|
|
|
|
Majority stock (Company) |
0 |
186,994 |
(186,994) |
0 |
|
|
Minority stock |
0 |
103,112 |
|
103,112 |
|
|
Additional paid-in capital |
4,449,080 |
0 |
|
4,449,080 |
|
|
Additional paid-in capital- Minority share |
0 |
4,247,083 |
|
4,247,083 |
|
|
Additional paid-in capital- Majority (Company) share |
0 |
4,076,550 |
(4,076,550) |
0 |
|
|
Retained earnings |
(25,198) |
(9,082,144) |
|
(9,107,342) |
|
|
Total stockholders' equity: |
4,446,474 |
(468,405) |
(4,263,545) |
(285,474) |
|
|
|
|
|
|
|
|
|
|
$ 4,529,089 |
$ 156,849 |
$ (4,263,545) |
$ 422,394 |
|
The accompanying notes are an integral part of these consolidated financial statements
F-3
Exhibit 99.3
|
WWA Group, Inc., Pro Forma Consolidated Statements of Income for the nine months ended September 30, 2011
| ||||
|
|
Company |
Infrastructure |
Adjustments |
Consolidated |
|
|
|
|
|
|
|
Revenues from commissions and services |
$ 0 |
$ 0 |
|
$ 0 |
|
Revenues from sales of equipment |
$ 0 |
$ 0 |
|
$ 0 |
|
Revenues from contracts |
$ 0 |
$ 571,443 |
|
$ 571,443 |
|
Revenues from Ship Charter |
0 |
0 |
|
0 |
|
Total revenues |
0 |
571,443 |
|
571,443 |
|
|
|
|
|
|
|
Direct costs - commissions and services |
0 |
636,894 |
|
636,894 |
|
Direct costs - sales of equipment |
0 |
0 |
|
0 |
|
Gross profit |
0 |
(65,451) |
|
(65,451) |
|
Operating expenses: |
|
|
|
|
|
General, selling and administrative expenses |
19,517 |
642,473 |
|
661,990 |
|
Salaries and wages |
0 |
200,486 |
|
200,486 |
|
Selling expenses |
0 |
0 |
|
0 |
|
Bad debt expenses |
0 |
524,685 |
|
524,685 |
|
Depreciation and amortization expense |
0 |
0 |
|
0 |
|
Total operating expenses |
19,517 |
1,367,644 |
|
1,387,161 |
|
|
|
|
|
|
|
(Loss) income from operations |
(19,517) |
(1,433,095) |
|
(1,452,612) |
|
Other income (expense): |
|
|
|
|
|
Interest expense |
0 |
(85,118) |
68,541 |
(16,577) |
|
Impairment of Notes receivables |
(490,000) |
0 |
|
(490,000) |
|
Loss on Equity investment |
0 |
0 |
|
0 |
|
Extraordinary gain/loss on restatement of investments in PTP |
566,781 |
0 |
|
566,781 |
|
Interest income |
20,196 |
0 |
28,149 |
48,345 |
|
Other income (expense) |
(2) |
(4,017,801) |
2 |
(4,017,801) |
|
|
|
|
|
|
|
Total other income (expense) |
96,975 |
(4,102,919) |
96,692 |
(3,909,252) |
|
|
|
|
|
|
|
(Loss) income before income taxes |
77,458 |
(5,536,014) |
96,692 |
(5,361,864) |
|
|
|
|
|
|
|
Provision for income taxes |
$ 0 |
$ 0 |
|
$ 0 |
|
|
|
|
|
|
|
Net (Loss) income from continued operations |
$ 77,458 |
$ (5,536,014) |
|
$ 5,361,864) |
|
|
|
|
|
|
|
Discontinued operations |
|
|
|
|
|
Loss for the period from discontinued operations net of tax |
$ 0 |
$ 0 |
|
$ 0 |
|
|
|
|
|
|
|
Profit/(Loss) for the period |
$ 77,458 |
$ (5,536,014) |
|
$ (5,361,864) |
F-4
The accompanying notes are an integral part of these consolidated financial statements
Exhibit 99.3
|
WWA Group, Inc., Pro Forma Consolidated Statements of Income for the year ended December 31, 2010
| |||||
|
|
Company |
Infrastructure |
Adjustments |
Consolidated |
|
|
Continuing Operations |
|
|
|
|
|
|
Revenues from commissions and services |
$ 12,170 |
$ 0 |
|
$ 12,170 |
|
|
Project Management |
$ 0 |
$ 1,921,139 |
|
$ 1,921,139 |
|
|
Revenues from sales of equipment |
$ 72,600 |
$ 0 |
|
$ 72,600 |
|
|
Total revenues |
84,770 |
1,921,139 |
|
2,005,909 |
|
|
|
|
|
|
|
|
|
Direct costs - commissions and services |
9,646 |
2,185,667 |
|
2,195,313 |
|
|
Direct costs - sales of equipment |
68,371 |
0 |
|
68,371 |
|
|
Gross profit |
6,753 |
(264,528) |
|
(257,775) |
|
|
Operating expenses: |
|
|
|
|
|
|
General, selling and administrative expenses |
108,876 |
260,364 |
|
369,240 |
|
|
Salaries and wages |
42,201 |
327,836 |
|
370,037 |
|
|
Selling expenses |
2,878 |
0 |
|
2,878 |
|
|
Depreciation and amortization expense |
18,827 |
28,037 |
|
46,864 |
|
|
Total operating expenses |
172,782 |
616,237 |
|
789,018 |
|
|
|
|
|
|
|
|
|
Income (Loss) from operations |
(166,028) |
(880,764) |
|
(1,046,792) |
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
Interest expense |
(318,282) |
(35,541) |
|
(353,823) |
|
|
Other Income |
0 |
141,687 |
|
141,687 |
|
|
Interest Income |
35,541 |
0 |
|
35,541 |
|
|
Extraordinary gain/loss on restatement of investments in PTP |
523,334 |
0 |
|
523,334 |
|
|
Loss on equity investment |
90,800 |
0 |
|
90,800 |
|
|
|
|
|
|
|
|
|
Total other expense |
331,393 |
106,146 |
|
437,539 |
|
|
|
|
|
|
|
|
|
Loss before income taxes |
165,365 |
(774,618) |
|
(609,253) |
|
|
|
|
|
|
|
|
|
Provision for income taxes |
$ 0 |
$ 0 |
|
$ 0 |
|
|
|
|
|
|
|
|
|
Loss for the year from continuing operations |
$ 165,365 |
$ (774,618) |
|
$ (609,253) |
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
|
|
|
|
|
Loss for the year from discontinued operations net of tax |
(439,531) |
0 |
|
(439,531) |
|
|
Loss recognized on sale of World Wide Auctioneers, Ltd |
|
|
|
|
|
|
and Crown Diamond Holdings Ltd |
(784,083) |
0 |
|
(784,083) |
|
|
|
|
|
|
|
|
|
Loss for the year |
$ (1,058,249) |
$ (774,618) |
|
$ (1,832,866) |
|
The accompanying notes are an integral part of these consolidated financial statements
F-5
WWA GROUP, INC.
UNAUDITED PRO FORMA COMBINED INFORMATION
For the nine months ended September 30, 2011 and for the year ended June 30, 2011
Notes to Proforma combined Balance Sheets and Statements of Operations:
Share Acquisitions
On April 14, 2010, Intelspec International, Inc. (“Intelspec”), the Company's then minority owned unconsolidated subsidiary, concluded an agreement with Infrastructure, a publicly traded company, pursuant to which Intelspec became a subsidiary of Infrastructure. The Company acquired 21,294,218 shares of Infrastructure's common stock, an approximately 22% interest, as a result of the transaction. In July 2010, the Company sold four million shares of Infrastructure's common stock at a value of $320,000 reducing the Company’s investment to 17.75%.
On May 17, 2011, Infrastructure executed a convertible promissory note (“Note”) with the Company for amounts lent to Infrastructure and its subsidiaries, including Intelspec, since 2007 totaling an aggregate of $2,442,000, at an interest rate of 6% per annum, to be paid in full within five years of the execution of the Note, with the option to convert all or part of the principal and accrued interest into shares of common stock of Infrastructure, par value $0.001, at $0.07 per share at any time prior to maturity.
On November 21, 2011, the Company was authorized the issuance of 165,699,842 shares of Infrastructure's common stock valued at $2,477,544 or $0.014952 per share on conversion of the Note, as amended as of the date of conversion to permit a conversion price of approximately $0.015 per share constituting a premium to the $0.013 average price of Infrastructure’s common stock over the ten day period preceding the date of conversion.
Following the transaction on November 21, 2011, the Company owned 186,994,060 shares or 63.5% of Infrastructure's common stock.
Principles of Consolidation
The accompanying consolidated pro forma financial statements include the accounts of the Company and Infrastructure, its majority-owned subsidiary. All material intercompany accounts and transactions between the companies for the periods presented have been eliminated in consolidation.
Accounting Acquirer
The Company evaluated its investment in Infrastructure in accordance with ASC805, Business Combinations, according to the Company's evaluation of 805-10-55-12, it concluded that the accounting acquirer was the Company for this proforma presentation because after the close of this transaction the shareholders of the Company held a majority voting power of Infrastructure. So the Company has eliminated the equity accounts and accumulated deficit of Infrastructure and left the accumulated deficit of the Company in its proforma balance sheet presentation.
F-6
Exhibit 99.3
WWA GROUP, INC.
UNAUDITED PRO FORMA COMBINED INFORMATION
For the nine months ended September 30, 2011 and for the year ended June 30, 2011
Adjustment Entries
The following entries have been adjusted in the Company's financials for preparation of the pro forma financials of the Company and Infrastructure for the nine months ended September 30, 2011:
|
Reversed entry for share of profit and loss of Infrastructure already recorded in the Company's books for nine months ended September 30, 2011: | ||||
|
|
|
|
|
|
|
Investment in Power Track Projects, FZE ("PTP") dr. |
|
404,955.54 |
|
|
|
Loss on investment cr. |
|
|
|
404,955.54 |
|
|
|
|
|
|
|
Reversed entry for 50% impairment of notes receivable-PTP in group books: |
|
| ||
|
|
|
|
|
|
|
Notes receivable - PTP dr. |
|
1,221,002.65 |
|
|
|
Impairment of notes receivable expense cr. |
|
|
|
1,221,002.65 |
|
|
|
|
|
|
|
Difference of original value and investment as at the beginning of 2010 has been considered as extraordinary profit on revaluation: | ||||
|
|
|
|
|
|
|
Original investment value |
|
1,786,000.00 |
|
|
|
Investment as of January 1, 2011 |
|
1,219,218.83 |
|
|
|
Extraordinary gain /loss |
|
566,781.17 |
|
|
|
|
|
|
|
|
|
Issuance of 165,688,942 shares of Infrastructure to the Company for $2,477,544 against its notes receivable of $2,409,003 plus reversed interest accrued on those notes: | ||||
|
|
|
|
|
|
|
Investment in PTP dr. |
|
2,477,544.00 |
|
|
|
Notes receivable cr. |
|
|
|
2,409,003.00 |
|
Interest income cr. |
|
|
|
20,196.00 |
|
Accrued income cr. |
|
|
|
48,345.00 |
|
|
|
|
|
|
|
The effect of the share issuance entry has also been given in Infrastructure books: | ||||
|
|
|
|
|
|
|
Long term debt-notes payable dr. |
|
2,409,003.00 |
|
|
|
Interest expense |
|
68,541 |
|
|
|
Additional paid up capital (2,477,544 -165,700)cr. |
|
|
|
2,311,844.00 |
|
Capital stock (165,688,942 shares) cr. |
|
|
|
165,700 |
F-7
Exhibit 99.3
WWA GROUP, INC.
UNAUDITED PRO FORMA COMBINED INFORMATION
For the nine months ended September 30, 2011 and for the year ended June 30, 2011
Adjustment Entries - continued
The following entries have been adjusted in the Company's financials for preparation of the pro forma financials of the Company and Infrastructure for the year ended December 31, 2010:
|
Reversed entry for share of profit and loss of Infrastructure was already recorded in the Company's books for the quarters ended March and June 2010 (share of loss for the quarter ended June 30, 2010 was $48,330.33, and the share of profit for the quarter ended March 30, 2010 was $4,883.54):
| ||||
|
Investment in Power Track Projects, FZE ("PTP") dr. |
43,446.79 |
|
|
|
|
Loss on investment cr. |
|
43,446.79 |
|
|
|
|
|
|
|
|
|
The loss on investment will become |
90,800.00 |
|
|
|
|
Investment in PTP will become |
1,262,665.62 |
|
|
|
|
|
|
|
|
|
|
Investment in PTP in the Company's books has been restated at its original value of $1,786,000 from its present value of $1,262,665.62 (after reversing impact of loss of $43,446.79) and the difference of original value and investment as on beginning of 2010 has been considered as extraordinary profit on revaluation: | ||||
|
|
|
|
|
|
|
Original investment value |
1,786,000.00 |
|
|
|
|
Investment as of January 1, 2010 |
1,262,665.62 |
|
|
|
|
Extraordinary gain /loss |
523,334.38 |
|
|
|
|
|
|
|
|
|
|
The issuance of 165,688,942 shares of Infrastructure to the Company for $2,477,544 against its notes receivable of $2,442,003.39 plus interest on those notes: | ||||
|
|
|
|
|
|
|
Investment in PTP dr. |
2,477,544.00 |
|
|
|
|
Notes receivable cr. |
|
2,442,003.39 |
|
|
|
Interest income cr. |
|
35,540.61 |
|
|
|
|
|
|
|
|
|
The effect of the share issuance entry has also been given in Infrastructure books: | ||||
|
|
|
|
|
|
|
Long term debt-notes payable dr. |
2,442,003.29 |
|
|
|
|
Interest exp |
35,541.00 |
|
|
|
|
Additional paid up capital (2,477,544 -165,700) cr. |
|
2,311,844.00 |
|
|
|
Capital stock (165,688,942) cr. |
|
165,700 |
|
|
F-8