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8-K/A - CARIBBEAN VILLA CATERING CORPORATION FORM 8-K - ITOCO INC. | form8ka.htm |
Exhibit
99.2
Pro Forma
Financial Information.
Unaudited
Condensed Combined Pro Forma Balance Sheet as of September 30, 2009
Unaudited
Condensed Combined Pro Forma Statement of Operations for the Nine
Months Ended September 30, 2009 and the Twelve Months Ended December 31,
2008
Notes to
Unaudited Condensed Combined Pro Forma Financial Statements
Unaudited
Condensed Combined Pro Forma Financial Information
On
December 31, 2009, Caribbean Villa Catering Corporation, a Nevada
corporation (“Caribbean ” or the “Company”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Caribbean Villa
Acquisition Corp. , a Nevada corporation and wholly-owned subsidiary of the
Company (the “Subsidiary”) and CJSC Globotek., a Russian corporation
(“Globotek”). Under the terms of the agreement, the Company issued approximately
40,000,000 shares of its common stock (the “Acquisition Shares”) to the
shareholders of Globotek, representing approximately 61.73% of the issued and
outstanding common stock.
The
Registrant is a publicly registered corporation with no significant operations
prior to the merger. For accounting purposes, CJSC Globotek shall be the
surviving entity. The transaction is accounted for using the purchase method of
accounting. As a result of the recapitalization and change in control, CJSC
Globotek is the acquiring entity in accordance with Accounting Standards. The
accumulated earnings of CJSC Globotek will be carried forward after the
completion of the Merger. Operations prior to the Merger will be those of CJSC
Globotek.
The
unaudited condensed combined pro forma statements of operations are presented
combining Globoteks’ condensed audited statement of operations for the year
ended December 31, 2008 and Caribbean Villa Catering Corporations’ audited
condensed statement of operations for the year ended December 31, 2008 and the
unaudited condensed statement of operations for the nine-month period ended
September 30, 2009. The unaudited condensed combined pro forma balance sheet
gives effect to the acquisition as if the transaction had taken place on
September 30, 2009 and combines Globotek’s unaudited condensed balance sheet as
of September 30, 2009 with the Company’s condensed balance sheet as of September
30, 2009.
The
unaudited condensed combined pro forma financial data and the notes thereto
should be read in conjunction with each of the Registrant’s and Globoteks’
historical financial statements. The unaudited condensed combined pro forma
financial data is based upon certain assumptions and estimates of management
that are subject to change. The unaudited condensed combined pro forma financial
data is presented for illustrative purposes only and is not necessarily
indicative of any future results of operations or the results that might have
occurred if the exchange transaction had actually occurred on the indicated
date.
The pro
forma information is based on historical financial statements giving effect to
the proposed transactions using the purchase method of accounting and the
assumptions and adjustments in the accompanying notes to the pro forma financial
statements. The unaudited condensed combined pro forma financial information is
not necessarily indicative of the actual results of operations or the financial
position which would have been attained had the acquisitions been consummated at
either of the foregoing dates or which may be attained in the future. The pro
forma financial information should be read in conjunction with the historical
financial statements of CJSC Globotek (including notes thereto) included in this
Form.
1
CARIBBEAN
VILLA CATERING CORPORATION
UNAUDITED
CONDENSED COMBINED PRO FORMA BALANCE SHEET
SEPTEMBER
30, 2009
Globotek
|
CaribbeanVilla
|
Pro
Forma
|
Pro
Forma
|
|||||||||||||||||
30-Sep-09
|
30-Sep-09
|
Adjustments
|
Combined
|
|||||||||||||||||
Assets
|
||||||||||||||||||||
Current
Assets
|
||||||||||||||||||||
Cash
and cash equivalents
|
$ | 75 | $ | 8,035 | - | 8,110 | ||||||||||||||
Trade
receivable, net
|
209,098 | - | - | 209,098 | ||||||||||||||||
Inventories
|
106,255 | - | - | 106,255 | ||||||||||||||||
Advance
paid to suppliers
|
112,079 | - | - | 112,079 | ||||||||||||||||
VAT
recoverable
|
513,095 | - | - | 513,095 | ||||||||||||||||
Other
current assets
|
191,191 | - | - | 191,191 | ||||||||||||||||
Total
Current Assets
|
1,131,793 | 8,035 | - | 1,139,828 | ||||||||||||||||
Property
and Equipment, net
|
3,485,241 | 3,205 | - | 3,488,446 | ||||||||||||||||
Other
Assets:
|
||||||||||||||||||||
Intangible
Assets
|
145,794 | - | - | 145,794 | ||||||||||||||||
Total
Assets
|
$ | 4,762,828 | $ | 11,240 | - | 4,774,068 | ||||||||||||||
(Deficiency
in) Stockholders' equity and Liabilities
|
||||||||||||||||||||
Current
Liabilities:
|
||||||||||||||||||||
Advances
received from customers
|
$ | 155,436 | $ | - | - | 155,436 | ||||||||||||||
Trade
payable
|
1,218,179 | - | - | 1,218,179 | ||||||||||||||||
Notes
payable – current
|
1,062,023 | 10,003 | - | 1,072,026 | ||||||||||||||||
Capital
lease payable – current
|
1,650,266 | - | - | 1,650,266 | ||||||||||||||||
Other
current liabilities
|
125,175 | - | - | 125,175 | ||||||||||||||||
Total
Current Liabilities
|
4,211,079 | 10,003 | - | 4,221,082 | ||||||||||||||||
Long-term
Liabilities:
|
||||||||||||||||||||
Notes
payable – long term
|
1,045,635 | - | - | 1,045,635 | ||||||||||||||||
Capital
lease payable – long term
|
564,840 | - | - | 564,840 | ||||||||||||||||
Total
Long-term Liabilities
|
1,610,475 | - | - | 1,610,475.00 | ||||||||||||||||
(Deficiency
in) Stockholders' Equity:
|
||||||||||||||||||||
Common
Stock
|
100 | 24,800 | (100 | ) | (1) | 64,800 | ||||||||||||||
40,000 | (2) | |||||||||||||||||||
Additional
paid-in capital
|
1,059 | 82,700 | (1,059 | ) | (1) | (62,404 | ) | |||||||||||||
(106,263 | ) | (3) | ||||||||||||||||||
( 38,841 | ) | |||||||||||||||||||
Accumulated
deficit
|
(1,878,716 | ) | (106,263 | ) | 106,263 | (3) | (1,878,716 | ) | ||||||||||||
Accumulated
other comprehensive income
|
818,831 | - | - | 818,831 | ||||||||||||||||
Total
(Deficiency in) Stockholders' Equity
|
(1,058,726 | ) | 1,237 | - | (1,057,489 | ) | ||||||||||||||
Total
(Deficiency in) Stockholders’ Equity and Liabilities
|
$ | 4,762,828 | $ | 11,240 | - | 4,774,068 |
See
accompanying notes to the unaudited condensed combined financial
statements
2
CARIBBEAN
VILLA CATERING CORPORATION
UNAUDITED
CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009
Globotek
|
Caribbean
Villa
|
Pro
Forma Combined
|
||||||||||
30-Sep-09
|
30-Sep-09
|
30-Sep-09
|
||||||||||
Revenues
|
||||||||||||
Sale
of productive output
|
$ | 23,064 | $ | - | $ | 23,064 | ||||||
Sale
of goods
|
865,453 | - | 865,453 | |||||||||
Other
revenue
|
437,076 | - | 437,076 | |||||||||
Total
Revenue
|
1,325,593 | - | 1,325,593 | |||||||||
Cost
of Sales
|
1,056,318 | - | 1,056,318 | |||||||||
Gross
profit
|
269,275 | - | 269,275 | |||||||||
Operating
Expenses:
|
||||||||||||
VAT
|
202,209 | 202,209 | ||||||||||
Selling,
general and administrative
|
524,073 | 38,163 | 562,236 | |||||||||
Total
Operating Expenses
|
726,282 | 38,163 | 764,445 | |||||||||
Income
(Loss) from Operations
|
(457,007 | ) | (38,163 | ) | (495,170 | ) | ||||||
Other
Income (Expenses):
|
||||||||||||
Interest
income
|
2,035 | - | 2,035 | |||||||||
Interest
expense
|
(154,036 | ) | - | (154,036 | ) | |||||||
Miscellaneous
income
|
16,072 | - | 16,072 | |||||||||
Total
Other Income (Expenses)
|
(135,929 | ) | - | (135,929 | ) | |||||||
(Loss)
before Taxes
|
(592,936 | ) | (38,163 | ) | (631,099 | ) | ||||||
Income
tax (expenses) benefit
|
(194 | ) | - | (194 | ) | |||||||
Net
(Loss)
|
$ | (593,130 | ) | $ | (38,163 | ) | $ | (631,293 | ) |
Net
(loss) per common share
|
$ | (0.02 | ) | $ | - | $ | (0.01 | ) | ||||
(basic
and assuming dilution)
|
||||||||||||
Weighted
average shares outstanding
|
40,000,000 | 24,800,000 | 64,800,000 | |||||||||
(basic
and diluted)
|
See
accompanying notes to unaudited condensed combined financial
statements
3
CARIBBEAN
VILLA CATERING CORPORATION
UNAUDITED
CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS
FOR
THE TWELVE MONTHS ENDED DECEMBER 31, 2008
Globotek
|
Caribbean
Villa
|
Pro
Forma Combined
|
||||||||||
31-Dec-08
|
31-Dec-08
|
31-Dec-08
|
||||||||||
Revenues:
|
||||||||||||
Sale
of productive output
|
$ | 4,360,076 | $ | - | $ | 4,360,076 | ||||||
Sale
of goods
|
2,340,345 | - | 2,340,345 | |||||||||
Other
revenue
|
74,098 | - | 74,098 | |||||||||
Total
Revenue
|
6,774,519 | - | 6,774,519 | |||||||||
Cost
of Sales
|
2,448,949 | - | 2,448,949 | |||||||||
Gross
Profit (Loss)
|
4,325,570 | - | 4,325,570 | |||||||||
Operating
Expenses:
|
||||||||||||
Depreciation
and amortization
|
399,098 | - | 399,098 | |||||||||
Value
added taxes (VAT)
|
1,041,993 | - | 1,041,993 | |||||||||
Selling,
general and administrative
|
828,025 | 64,142 | 892,167 | |||||||||
Total
Operating Expenses
|
2,269,116 | 64,142 | 2,333,258 | |||||||||
Income
(Loss) from Operations
|
2,056,454 | (64,142 | ) | 1,992,312 | ||||||||
Other
Income (Expenses):
|
||||||||||||
Interest
expense, net
|
(130,410 | ) | - | (130,410 | ) | |||||||
Miscellaneous
income
|
70,797 | - | 70,797 | |||||||||
Total
Other Income (Expenses)
|
(59,613 | ) | - | (59,613 | ) | |||||||
Income
(Loss) before Taxes
|
1,996,841 | (64,142 | ) | 1,932,699 | ||||||||
Income
tax expenses (benefit)
|
672,601 | - | 672,601 | |||||||||
Net
Income (Loss)
|
$ | 1,324,240 | $ | (64,142 | ) | $ | 1,260,098 |
Net
income per common share
|
$ | 0.03 | $ | - | $ | 0.02 | ||||||
(basic
and assuming dilution)
|
||||||||||||
Weighted
average shares outstanding
|
40,000,000 | 24,800,000 | 64,800,000 | |||||||||
(basic
and diluted)
|
See
accompanying notes to unaudited condensed combined pro forma financial
statements
4
CARIBBEAN
VILLA CATERING CORPORATION
NOTES
TO UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS
1. Basis
of Presentation.
The
unaudited condensed combined pro forma Financial Statements have been prepared
in order to present combined financial position and results of operations of the
Registrant and CJSC Globotek as if the acquisition had occurred as of September
30, 2009 for the pro forma condensed combined balance sheet as of September 30,
2009 and the unaudited condensed combined pro forma statement of operations for
the nine month period ended September 30, 2009. The audited condensed
combined pro forma statement of operations for the twelve months ended December
31, 2008 is derived from the audited statement of operations of Globotek and the
audited statement of operations of Caribbean Villa Catering Corporation, for the
year ended December 31, 2008 , giving effect to the merger as if it
had occurred at January 1, 2008 .
The
condensed statement of operations for Caribbean Villa Catering Corporation for
the nine month period ended September 30, 2009 were derived from the
consolidated statement of operations as reported with the 10-Q filed on November
23, 2009. The condensed statement of operations for Caribbean Villa
Catering Corporation for the year ended December 31, 2008 were derived from the
consolidated statement of operations as reported with the S-1 filed on April 15,
2009.
The
following adjustments represent the pro forma adjustments giving effect to the
merger as if it had occurred at December 31, 2008 with respect to the unaudited
condensed combined pro forma balance sheet. There were no proforma
adjustments for the statements of operations contained herein.
(1) To
eliminate Globotek’s capital structure.
(2) To
record issuance of 40,000,000 shares of Caribbean Villa Catering Corporation
common stock in exchange for conversion of all shares of Globotek’s common
stock.
(3) To
eliminate Registrant’s accumulated deficit and record recapitalization of
Registrant
5