Attached files
| file | filename |
|---|---|
| EX-23 - CONSENT OF INDEPENDENT ACCOUNTANTS - Ominto, Inc. | ex231.htm |
| EX-99 - AUDITED FINANCIAL STATEMENTS CG HOLDINGS LIMITED - Ominto, Inc. | ex991.htm |
| 8-K/A - FORM 8-K/A1 FOR 10-19-2009 - Ominto, Inc. | form8-k.htm |
Exhibit 99.2
Pro Forma Condensed Combined Financial Statement
Effective October 19, 2009, the company has completed its merger with MediaNet Group Technologies, Inc., a publicly-held, United States of America based company. At closing (October 19, 2009), our shareholders were issued 5,000,000 shares of Series A Convertible Preferred Stock that automatically converts into 90% of the shares of common stock of MediaNet Group Technologies, Inc., to be issued and outstanding after the conversion and has 90% of the voting power of MediaNet Group Technologies, Inc., shareholders. MediaNet Group Technologies, Inc., will file proxy material with the United States Security and Exchange Commission to increase its authorized common shares to 500,000,000 and its authorized preferred shares to 25,000,000. Upon completion of the increase in authorized shares, the fully diluted common shares of MediaNet Group Technologies, Inc. will be 299,016,520, of which the company’s shareholders will own 269,114,868 shares.
PF-1
MediaNet Group Technologies and Subsidiaries
Unaudited Pro Forma Consolidated Balance Sheet
September 30, 2009
(expressed in US Dollars, except for number of shares)
|
|
CG Holdings |
|
MediaNet |
|
Notes |
|
Pro Forma |
|
Pro Forma |
| ||||
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
2,452,865 |
|
$ |
46,372 |
|
|
|
|
— |
|
$ |
2,499,237 |
|
|
Restricted cash |
|
722,230 |
|
|
— |
|
|
|
|
— |
|
|
722,230 |
|
|
Accounts receivable - net |
|
37,995 |
|
|
70,375 |
|
e |
|
|
(35,372 |
) |
|
72,998 |
|
|
Inventories |
|
321,095 |
|
|
80,046 |
|
|
|
|
— |
|
|
401,141 |
|
|
Interest receivable |
|
3,038 |
|
|
— |
|
a |
|
|
(3,038 |
) |
|
— |
|
|
Prepaid Expenses |
|
127,209 |
|
|
— |
|
|
|
|
— |
|
|
127,209 |
|
|
Deposits |
|
94,070 |
|
|
— |
|
|
|
|
— |
|
|
94,070 |
|
|
Total Current Assets |
|
3,758,502 |
|
|
196,793 |
|
|
|
|
(38,410 |
) |
|
3,916,885 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
88,113 |
|
|
6,026 |
|
|
|
|
— |
|
|
94,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note Receivable-MediaNet Group |
|
250,000 |
|
|
— |
|
a |
|
|
(250,000 |
) |
|
— |
|
|
Employee Advance |
|
30,400 |
|
|
— |
|
|
|
|
— |
|
|
30,400 |
|
|
Trademark -net |
|
— |
|
|
1,600 |
|
|
|
|
— |
|
|
1,600 |
|
|
Other Assets |
|
222 |
|
|
— |
|
|
|
|
— |
|
|
222 |
|
|
Total Other Assets |
|
280,622 |
|
|
1,600 |
|
|
|
|
(250,000 |
) |
|
32,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
$ |
4,127,237 |
|
$ |
204,419 |
|
|
|
$ |
(288,410 |
) |
$ |
4,043,246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
$ |
116,821 |
|
$ |
40,012 |
|
e |
|
$ |
(35,372 |
) |
$ |
121,461 |
|
|
Accounts payable - related party |
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
Accrued liabilities |
|
275,671 |
|
|
310,044 |
|
|
|
|
— |
|
|
585,715 |
|
|
Accrued incentive |
|
644,292 |
|
|
— |
|
|
|
|
— |
|
|
644,292 |
|
|
Loyalty points payalbe |
|
— |
|
|
209,025 |
|
|
|
|
— |
|
|
209,025 |
|
|
Commissions payable |
|
1,876,605 |
|
|
— |
|
|
|
|
— |
|
|
1,876,605 |
|
|
Income taxes payable |
|
287,838 |
|
|
— |
|
|
|
|
— |
|
|
287,838 |
|
|
Customer deposits |
|
18,348 |
|
|
— |
|
|
|
|
— |
|
|
18,348 |
|
|
Deferred revenue |
|
2,577,168 |
|
|
49,667 |
|
|
|
|
— |
|
|
2,626,835 |
|
|
Note payable - related party |
|
99,855 |
|
|
91,500 |
|
|
|
|
— |
|
|
191,355 |
|
|
Accrued Interest - related party |
|
— |
|
|
3,038 |
|
a |
|
|
(3,038 |
) |
|
— |
|
|
Total Current Liabilities |
|
5,896,599 |
|
|
703,286 |
|
|
|
|
(38,410.00 |
) |
|
6,561,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long Term Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note payable -related party |
|
— |
|
|
250,000 |
|
a |
|
|
(250,000 |
) |
|
— |
|
|
less: Current maturities of long term debt |
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
Total Long-Term Liabilities |
|
— |
|
|
250,000.00 |
|
|
|
|
(250,000.00 |
) |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
5,896,599 |
|
|
953,286 |
|
|
|
|
(288,410 |
) |
|
6,561,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock -$.001 par value, 50,000,000 |
|
2,928 |
|
|
27,304 |
|
b |
|
|
268,785 |
|
|
299,017 |
|
|
Additional paid-in capital |
|
4,715 |
|
|
6,098,715 |
|
b,d |
|
|
(7,143,671 |
) |
|
(1,040,241 |
) |
|
Accumulated other comprehensive income (loss) |
|
(14,177 |
) |
|
— |
|
|
|
|
— |
|
|
(14,177 |
) |
|
Accumulated earning/deficit |
|
(1,762,828 |
) |
|
(6,874,886 |
) |
d |
|
|
6,874,886 |
|
|
(1,762,828 |
) |
|
Stockholders’ Equity (deficit) |
|
(1,769,362 |
) |
|
(748,867 |
) |
|
|
|
— |
|
|
(2,518,229 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and |
$ |
4,127,237 |
|
$ |
204,419 |
|
|
|
$ |
(288,410 |
) |
$ |
4,043,246 |
|
See Notes to Unauidted Pro Forma Consolidated Financial Statements
PF-2
MediaNet Group Technologies and Subsidiaries
Unaudited Pro Forma Consolidated Statements of Operations
For the Year Ended September 30, 2009
(expressed in US Dollars, except for number of shares)
|
|
|
CG Holdings |
|
MediaNet |
|
Pro Forma |
|
Pro Forma |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
14,507,755 |
|
$ |
2,609,107 |
|
$ (142,413 |
) |
$ |
16,974,449 |
|
|
Cost of Sales |
|
|
9,743,485 |
|
|
2,189,499 |
|
(128,827 |
) |
|
11,804,157 |
|
|
Gross Profit |
|
|
4,764,270 |
|
|
419,608 |
|
(13,586 |
) |
|
5,170,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
4,258,764 |
|
|
1,647,024 |
|
— |
|
|
5,905,788 |
|
|
Total operating expenses |
|
|
4,258,764 |
|
|
1,647,024 |
|
— |
|
|
5,905,788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
505,506 |
|
|
(1,227,416 |
) |
(13,586 |
) |
|
(735,496 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Income |
|
|
3,038 |
|
|
9 |
|
— |
|
|
3,047 |
|
|
Interest expense |
|
|
— |
|
|
(6,292 |
) |
— |
|
|
(6,292 |
) |
|
Total other income(expense) |
|
|
3,038 |
|
|
(6,283 |
) |
— |
|
|
(3,245 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income(loss) before income taxes |
|
|
508,544 |
|
|
(1,233,699 |
) |
(13,586 |
) |
|
(738,741 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
|
287,838 |
|
|
— |
|
— |
|
|
287,838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains on sale of subsidiary |
|
|
— |
|
|
74,990 |
|
— |
|
|
74,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
220,706 |
|
|
(1,158,709 |
) |
(13,586 |
) |
|
(951,589 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share from |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic & Diluted |
|
$ |
220.71 |
|
$ |
(0.05 |
) |
— |
|
$ |
(0.00 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic & Diluted |
|
|
1,000 |
|
|
22,909,781 |
|
276,105,739 |
|
|
299,016,520 |
|
See Notes to Unauidted Pro Forma Consolidated Financial Statements
PF-3
MediaNet Group Technologies and Subsidiaries
Unaudited Pro Forma Consolidated Statements of Operations
For the Year Ended September 30, 2008
(expressed in US Dollars, except for number of shares)
|
|
|
CG Holdings |
|
MediaNet |
|
Pro Forma |
|
Pro Forma |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
|
— |
|
$ |
2,203,392 |
|
— |
|
$ |
2,203,392 |
|
|
Cost of Sales |
|
|
— |
|
|
1,925,029 |
|
— |
|
|
1,925,029 |
|
|
Gross Profit |
|
|
— |
|
|
278,363 |
|
— |
|
|
278,363 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
3,250 |
|
|
1,173,702 |
|
— |
|
|
1,176,952 |
|
|
Total operating expenses |
|
|
3,250 |
|
|
1,173,702 |
|
— |
|
|
1,176,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
(3,250 |
) |
|
(895,339 |
) |
— |
|
|
(898,589 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Income |
|
|
— |
|
|
360 |
|
— |
|
|
360 |
|
|
Interest expense |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
Total other income(expense) |
|
|
— |
|
|
360 |
|
— |
|
|
360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income(loss) before income taxes |
|
|
(3,250 |
) |
|
(894,979 |
) |
— |
|
|
(898,229 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains on sale of subsidiary |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
(3,250 |
) |
|
(894,979 |
) |
— |
|
|
(898,229 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share from |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic & Diluted |
|
$ |
(3.25 |
) |
$ |
(0.04 |
) |
— |
|
$ |
(0.00 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic & Diluted |
|
|
1,000 |
|
|
20,446,644 |
|
278,568,876 |
|
|
299,016,520 |
|
See Notes to Unauidted Pro Forma Consolidated Financial Statements
PF-4
Pro Forma Adjustments
The preceding unaudited condensed combined consolidated pro forma balance sheets have been prepared as if the share exchange Transaction was completed on October 19, 2009 ; the preceduing unaudited condensed combined consolidated pro forma statements of operations have been prepared as if the share exchange transaction was completed, respectively, on September 30, 2009, and September 30, 2008. The following pro forma adjustments:
|
(a) |
Eliminate the intercompany loan. |
(b) Adjust the accounts of the companies to reflect the share exchange resulting in CG Holdings Limited as the accounting acquiror. After the closing of the merger and the private placement, the company will have 299,016,520 shares of common stock outstanding.
|
(c) |
Elimination of intercompany sales and cost of sales |
|
(d) |
to reflect the recapitalization as a result of the share exchange |
|
(e) |
Elimination of intercompany accounts recievable and payable |
Income (loss) Per Share from Continuing Opearations
Pro forma basic and diluted shares outstanding include the weighted average number of common shares outstanding for MediaNet Group Technologies. during the respective periods, in addition to the common stock issued as a result of the share exchange assuming they had been issued at the beginning of the period. The common stock issued in connection with the share exchange Transaction is assumed to be outstanding for the entire period presented.
PF-5