Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Cuentas Inc. | f8k012012_leaguenow.htm |
| EX-2.1 - STOCK PURCHASE AGREEMENT - Cuentas Inc. | f8k012012ex2i_leaguenow.htm |
| EX-99.1 - AUDITED FINANCIAL STATEMENTS - Cuentas Inc. | f8k012012ex99i_leaguenow.htm |
| EX-99.3 - UNAUDITED FINANCIAL STATEMENTS - Cuentas Inc. | f8k012012ex99iii_leaguenow.htm |
Exhibit 99.2
UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL STATEMENTS
FOR
LEAGUE NOW HOLDINGS CORPORATION
AND
INFINITI SYSTEMS GROUP, INC
LEAGUE NOW HOLDINGS CORPORATION
AND
INFINITI SYSTEMS GROUP, INC.
INDEX TO UNAUDITED CONSOLIDATED PRO FORMA
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
| Page | |
| Selected Pro Forma Data | PF-1 |
| Pro Forma Balance Sheet as at September 30, 2011 | PF-2 |
| Pro Forma Statement of Operation for nine months ended September 30, 2011 | PF-3 |
| Pro Forma Statement of Operation for the year ended December 31, 2010 | PF-4 |
| Notes to unaudited Financial Statements | PF-5 |
All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been omitted.
LEAGUE NOW HOLDING CORPORATION
AND
INFINITI SYSTEMS GROUP, INC.
SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
FOR FINANCIAL STATEMENTS
The unaudited pro forma consolidated balance sheet of League Now Holding Corporation and Infiniti Systems Group, Inc. as of September 30, 2011 gives the effect to the purchase of Infiniti Systems Group, Inc. as if it had occurred on December 31, 2010. The Infiniti Systems Group purchase transaction was closed on January 24, 2012 for share exchange agreements between parties. The unaudited pro forma statements for the period ended September 30, 2011 gives the effect to the acquisition by League Now Holdings as if it had occurred on December 31, 2010. The column headed “Infiniti Systems Group” in the unaudited pro forma statement of operations gives the effect to revenues and expenses of the acquisition for periods being reported and was not included in our historical financial statements. Infiniti Systems Group, Inc. was acquired on December 31, 2011 and the purchase was accounted for by League Now Holding using the purchase method of accounting.
The following unaudited pro forma financial data have been included as required by the rules of the Securities and Exchange Commission and are provided for comparative purposes only. The unaudited pro forma financial data presented are based upon the historical consolidated financial statements and the historical statements of revenues and direct operating expenses of League Now Holdings Inc and Infiniti Systems Group, Inc. and should be read in conjunction with such financial statements and related notes thereto included in this report.
The pro forma financial data are based upon assumptions and include adjustments as explained in the notes to the unaudited pro forma financial statements, and the actual recording of transactions could differ. The unaudited pro forma financial data re not necessarily indicative of the financial results that would have occurred had the purchase been effective on and as of the date indicated and should not be viewed as indicative of operations in future periods.
PF-1
|
LEAGUE NOW HOLDINGS CORPORATION
|
||||||||||||
|
UNAUDITED PROFORMA CONSOLIDATED BALANCE SHEET
|
||||||||||||
|
AS AT SEPTEMBER 30, 2011
|
||||||||||||
|
League
|
Infiniti
|
Proforma
|
ProForma
|
|||||||||
|
Now
|
Systems
|
Adjustments |
Consolidated
|
|||||||||
|
Holdings
|
Group
|
|||||||||||
| Assets | ||||||||||||
|
CURRENT ASSETS
|
||||||||||||
|
Cash and cash equivalents
|
3,243
|
13,005
|
16,248
|
|||||||||
|
Accounts receivable
|
-
|
921
|
921
|
|||||||||
|
Other current assets
|
7,000
|
18,119
|
25,119
|
|||||||||
|
Inventory
|
-
|
-
|
-
|
|||||||||
|
10,243
|
32,045
|
42,288
|
||||||||||
|
PROPERTY PLANT & EQUIPMENT, net
|
2,058
|
3,480
|
5,538
|
|||||||||
|
Goodwill
|
36,032
|
-
|
1,028,059
|
C
|
1,064,091
|
|||||||
|
Patent, net
|
6,433
|
-
|
6,433
|
|||||||||
|
54,766
|
35,525
|
1,118,350
|
||||||||||
|
CURRENT LIABILITIES
|
-
|
|||||||||||
|
Accounts payable
|
23,726
|
8,215
|
31,941
|
|||||||||
|
Other accrued liabilities
|
3,433
|
77,600
|
81,033
|
|||||||||
|
Notes payable
|
-
|
88,053
|
88,053
|
|||||||||
|
Other current liabilities
|
-
|
700,362
|
-
|
700,362
|
||||||||
|
27,159
|
874,230
|
901,389
|
||||||||||
|
-
|
47,644
|
47,644
|
||||||||||
|
-
|
122,128
|
122,128
|
||||||||||
|
-
|
169,772
|
169,772
|
||||||||||
|
Preferred stock, $0.001 par value: authorized 10,000,000 shares;
|
||||||||||||
|
none issued and outstanding as of December 2010
|
-
|
-
|
-
|
|||||||||
|
-
|
||||||||||||
|
Stockholders' equity:
|
||||||||||||
|
Common stock, $.001 par value, authorized 100,000,000
|
||||||||||||
|
shares; issued and outstanding 45,748,288 as of
|
||||||||||||
|
September 30,2011
|
45,748
|
500
|
500
|
C
|
45,748
|
|||||||
|
Additional paid-in-capital
|
13,412
|
343,868
|
203,550
|
C
|
153,730
|
|||||||
|
Accumulated deficit
|
(31,553)
|
(1,352,845)
|
(1,232,109)
|
C
|
(152,289)
|
|||||||
|
27,607
|
(1,008,477)
|
47,189
|
||||||||||
|
54,766
|
35,525
|
1,118,350
|
||||||||||
PF-2
|
LEAGUE NOW HOLDINGS CORPORATION
|
|||||||
|
UNAUDITED PROFORMA CONSOLIDATED INCOME STATEMENT
|
|||||||
|
FOR NINE MONTHS ENDED SEPTEMBER 30, 2011
|
|||||||
|
League
|
Infiniti
|
Proforma
|
ProForma
|
|||||||||
|
Now
|
Systems
|
Adjustments |
Consolidated
|
|||||||||
|
Holdings
|
Group
|
|||||||||||
|
Revenue
|
-
|
2,439,666
|
2,439,666
|
|||||||||
|
Cost of sales
|
-
|
1,319,558
|
1,319,558
|
|||||||||
|
Gross Profit
|
-
|
1,120,108
|
1,120,108
|
|||||||||
|
Expenses:
|
||||||||||||
|
General and administrative expenses
|
16,700
|
1,235,280
|
1,251,980
|
|||||||||
|
Interest expense
|
-
|
72,252
|
||||||||||
|
Depreciation and amortization
|
-
|
3,961
|
3,961
|
|||||||||
|
16,700
|
1,311,493
|
1,255,941
|
||||||||||
|
(Loss) from operations
|
(16,700)
|
(191,385)
|
(135,833)
|
|||||||||
|
Other income
|
70,648
|
70,648
|
||||||||||
|
Net (loss) before taxes
|
(16,700)
|
(120,737)
|
(137,437)
|
|||||||||
|
Provision for income taxes
|
-
|
-
|
-
|
|||||||||
|
Net loss
|
(16,700)
|
(120,737)
|
(137,437)
|
|||||||||
|
Accumulated deficit - beginning of period
|
(15,107)
|
(1,232,109)
|
1,232,109
|
E
|
(15,107)
|
|||||||
|
Accumulated deficit - end of period
|
(31,807)
|
(1,352,846)
|
(152,544)
|
|||||||||
PF-3
|
LEAGUE NOW HOLDINGS CORPORATION
|
||||||||||||
|
PROFORMA CONSOLIDATED INCOME STATEMENT
|
||||||||||||
|
FOR THE YEAR ENDED DECEMBER 31, 2010
|
||||||||||||
|
League
|
Infiniti
|
Proforma
|
ProForma
|
|||||||||
|
Now
|
Systems
|
Adjustments |
Consolidated
|
|||||||||
|
Holdings
|
Group
|
|||||||||||
|
Revenues
|
63,768
|
2,439,666
|
2,503,434
|
|||||||||
|
Cost of sales
|
4,361
|
1,319,558
|
1,323,919
|
|||||||||
|
Gross profit
|
59,407
|
1,120,108
|
1,179,515
|
|||||||||
|
Expenses:
|
||||||||||||
|
General and administrative expenses
|
58,275
|
1,235,280
|
1,293,555
|
|||||||||
|
Interest expense
|
-
|
72,251
|
72,251
|
|||||||||
|
58,275
|
1,307,531
|
1,365,806
|
||||||||||
|
Income from operations
|
1,132
|
(187,423)
|
(186,291)
|
|||||||||
|
Other income
|
-
|
70,648
|
70,648
|
|||||||||
|
-
|
70,648
|
70,648
|
||||||||||
|
Net income before taxes
|
1,132
|
(116,775)
|
(115,643)
|
|||||||||
|
Provision for income taxes
|
-
|
-
|
-
|
|||||||||
|
Net profit/(loss)
|
1,132
|
(116,775)
|
(248,206)
|
|||||||||
|
Accumulated deficit - beginning of year
|
(273,694)
|
(1,232,109)
|
1,232,109
|
E
|
(273,694)
|
|||||||
|
Accumulated deficit - end of year
|
(272,562)
|
(1,348,884)
|
(521,900)
|
|||||||||
PF-4
NOTES TO
UNAUDITED PROFORMA
CONSOLIDATED FINANCIAL STATEMENTS
The unaudited pro forma financial data for League Now Holdings Corporation and Infiniti Systems Group, Inc. for the period ended September 30, 2011 has been prepared to give effect to the acquisition by League Now Holdings Corporation of Infiniti Systems Group, Inc. The column headed Infiniti Systems Group. in the unaudited proforma consolidated income statement gives effect to the revenues and direct operating expenses of the acquisition for the period that were not included in the League Now Statement historical financial statements. The unaudited pro forma financial statements are not necessarily indicative of the results of League Now Holdings Corporation future operations.
The unaudited pro forma adjustment notes for the balance sheet are as follows:
|
A.
|
The estimated value of contracts purchased and preliminary adjustments to historical book value of Infiniti Systems Group, Inc. as a result of the transaction.
|
|
B.
|
Acquisition equity eliminations.
|
The unaudited pro forma adjustment notes for the statement of operations are as follows:
|
C.
|
Elimination of pre-acquisition profits.
|
PF-5