Attached files
| file | filename |
|---|---|
| 8-K - Rosca, Inc. | form8k.htm |
| EX-99.1 - Rosca, Inc. | securepathfinancials.htm |
Rosca,
Inc.
Pro
Forma Condensed Combined Balance Sheet
September
30, 2009
(Unaudited)
|
Rosca,
Inc. September 30, 2009
|
Secure
Path Techonology, LLC. September 30, 2009
|
Pro
Forma Adjustments
|
Reference
|
Pro
Forma Combined September 30, 2009
|
||
|
Assets
|
||||||
|
Current
assets:
|
||||||
|
Cash
|
$ 331
|
$ 19,796
|
$ 20,127
|
|||
|
Accounts
receivable, net
|
-
|
22,792
|
22,792
|
|||
|
Other
current assets
|
-
|
-
|
-
|
|||
|
Total
current assets
|
331
|
42,588
|
42,919
|
|||
|
Notes
receivable
|
-
|
125,337
|
125,337
|
|||
|
Property
and equipment, net
|
-
|
819,874
|
819,874
|
|||
|
Prepaid
license fees
|
-
|
212,336
|
212,336
|
|||
|
Other
|
-
|
217,809
|
217,809
|
|||
|
Intangible
assets and goodwill
|
-
|
-
|
7,562,872
|
[1]
|
7,562,872
|
|
|
Total
Assets
|
$ 331
|
$ 1,417,944
|
$ 8,981,147
|
|||
|
Liabilities
and Stockholders’ Deficit
|
||||||
|
Current
liabilities:
|
||||||
|
Accounts
payable
|
$ 5,980
|
$ 342,836
|
348,816
|
|||
|
Accrued
liabilities
|
-
|
238,626
|
238,626
|
|||
|
Notes
payable to related parties
|
-
|
746,482
|
746,482
|
|||
|
Notes
payable
|
37,940
|
178,936
|
216,876
|
|||
|
Embedded
derivative liability
|
-
|
498,936
|
498,936
|
|||
|
Total
current liabilities
|
43,920
|
2,005,816
|
2,049,736
|
|||
|
Commitment
and contingencies
|
-
|
-
|
-
|
|||
|
Total
liabilities
|
43,920
|
2,005,816
|
2,049,736
|
|||
|
Stockholders’
deficit:
|
||||||
|
Common
stock, $.001 par value
|
8,500
|
-
|
(1,675)
|
[1]
|
6,825
|
|
|
[2]
|
||||||
|
Additional
paid−in capital
|
21,500
|
-
|
6,972,675
|
[1]
|
6,998,175
|
|
|
4,000
|
[2]
|
|||||
|
Membership
interest
|
-
|
11,715,413
|
(11,715,413)
|
[1]
|
-
|
|
|
Accumulated
deficit
|
(73,589)
|
(12,303,285)
|
12,303,285
|
[1]
|
(73,589)
|
|
|
Total
shareholders’ equity (deficit)
|
(43,589)
|
(587,872)
|
6,931,411
|
|||
|
Total
Liabilities and Shareholders' Deficit
|
$ 331
|
$ 1,417,944
|
$ 8,981,147
|
|||
See
accompanying notes
Rosca,
Inc.
Pro
Forma Condensed Combined Statement of Operations
For
the Three Months Ended September 30, 2009
(Unaudited)
|
Rosca,
Inc. Three Months Ended September 30, 2009
|
Secure
Path Technology, LLC Three Months Ended September 30, 2009
|
Pro
Forma Adjustments
|
Reference
|
Pro
Forma Combined
|
||
|
Sales
|
$ -
|
$ 14,865
|
$ 14,865
|
|||
|
Cost
of sales
|
-
|
157,207
|
157,207
|
|||
|
Gross
profit (loss)
|
-
|
(142,342)
|
(142,342)
|
|||
|
Operating
expenses:
|
||||||
|
Selling
and marketing
|
-
|
11,149
|
11,149
|
|||
|
General
and administrative
|
4,372
|
385,887
|
390,259
|
|||
|
Total
operating expenses
|
4,372
|
397,036
|
401,408
|
|||
|
Operating
loss
|
(4,372)
|
(539,378)
|
(543,750)
|
|||
|
Other
income (expense):
|
||||||
|
Interest
expense
|
-
|
(37,096)
|
(37,096)
|
|||
|
Interest
income
|
-
|
2
|
2
|
|||
|
Change
in fair value of derivatives
|
-
|
(132,516)
|
(132,516)
|
|||
|
(4,372)
|
(708,988)
|
|||||
|
Income
taxes
|
-
|
-
|
||||
|
Net
loss
|
$ (4,372)
|
$ (708,988)
|
$ (713,360)
|
|||
|
Net
loss per share
|
$ (0.00)
|
$ (0.10)
|
||||
|
Weighted
average number of common shares outstanding
|
8,500,000
|
(1,675,000)
|
[2]
|
6,825,000
|
||
See
accompanying notes
Rosca,
Inc.
Pro
Forma Condensed Combined Statement of Operations
For
the Twelve Month Period Ended June 30, 2009 and the Year Ended June 30, 2009 for
Rosca Inc. and Secure Path Technology, LLC., Respectively
(Unaudited)
|
Rosca,
Inc. Twelve Months Ended June 30, 2009
|
Secure
Path Technology, LLC Year Ended June 30, 2009
|
Pro
Forma Adjustments
|
Reference
|
Pro
Forma Combined
|
||
|
Sales
|
$ -
|
$ 122,792
|
$ 122,792
|
|||
|
Cost
of sales
|
-
|
350,440
|
350,440
|
|||
|
Gross
profit (loss)
|
-
|
(227,648)
|
(227,648)
|
|||
|
Operating
expenses:
|
||||||
|
Selling
and marketing
|
-
|
184,092
|
184,092
|
|||
|
General
and administrative
|
22,250
|
1,478,485
|
1,500,735
|
|||
|
Total
operating expenses
|
22,250
|
1,662,577
|
1,684,827
|
|||
|
Operating
loss
|
(22,250)
|
(1,890,225)
|
(1,912,475)
|
|||
|
Other
income (expense):
|
||||||
|
Interest
expense
|
-
|
(11,273)
|
(11,273)
|
|||
|
Interest
income
|
-
|
6,790
|
6,790
|
|||
|
Change
in fair value of derivatives
|
-
|
(194,350)
|
(194,350)
|
|||
|
(22,250)
|
(2,089,058)
|
(2,111,308)
|
||||
|
Income
taxes
|
-
|
-
|
-
|
|||
|
Net
loss
|
$ (22,250)
|
$ (2,089,058)
|
$ (2,111,308)
|
|||
|
Net
loss per share
|
$ (0.00)
|
$ (0.31)
|
||||
|
Weighted
average number of common shares outstanding
|
8,500,000
|
(1,675,000)
|
[2]
|
6,825,000
|
||
See
accompanying notes
NOTES
TO UNAUDITED PRO FORMA COMBINED CONDENSED
FINANCIAL
STATEMENTS
Basis
of presentation
On
February 10, 2010, Rosca Inc. (the “Company” or “Rosca”) closed a Plan of Merger
and Reorganization Agreement (“Merger Agreement”), whereby it has acquired 100%
of the outstanding equity interests of Secure Path Technology, LLC (“Secure
Path”). Upon completion of the merger, Secure Path became a wholly-owned
subsidiary of the Company.
|
Consideration
Paid:
|
||
|
Fair
value of common stock issues
|
$ 6,975,000
|
|
|
Net
liabilities assumed over assets acquired
|
587,872
|
|
|
$ 7,562,872
|
The
preliminary estimated purchase price was determined based on the closing market
price of the common stock issued immediately preceding the date of
acquisition.
The
acquisition of Secure Path is being accounted for using the purchase method of
accounting in accordance Accounting Standards Codification No. 805, “Business
Combinations”, whereby the estimated purchase price has been allocated to
tangible and intangible net assets acquired based upon preliminary fair values
at the date of acquisition. Estimates for identifiable intangible asset are
being determined based on valuations which have not been completed as of the
date of this filing. Valuations require significant estimates and
assumptions including, but not limited to, estimating future cash flows and
developing appropriate discount rates. The preliminary fair values assigned to
approximate their net book value. The remaining assets and liabilities are based
upon their historical carrying value which approximates market value. The
purchase price and fair value estimates for the purchase price allocations may
be refined as additional information becomes available and valuations are
completed. The following table summarizes the preliminary estimated fair values
of the assets acquired and liabilities assumed at the date of
acquisition.
|
Cash
|
$ 19,796
|
|
Accounts
receivable, net
|
22,792
|
|
Notes
receivable
|
125,337
|
|
Property
and equipment, net
|
819,874
|
|
Prepaid
license fees
|
212,336
|
|
Other
|
217,809
|
|
Intangible
assets and goodwill
|
8,150,744
|
|
Accounts
payable
|
(342,836)
|
|
Accrued
liabilities
|
(238,626)
|
|
Notes
payable to related parties
|
(746,482)
|
|
Notes
payable
|
(178,936)
|
|
Embedded
derivative liability
|
(498,936)
|
|
$ 7,562,872
|
The fixed
assets are estimated to be depreciated from the date of acquisition with
estimated useful lives ranging from three to five years. The estimated useful
life of the intangible asset will be amortized over their respective estimated
lives which will be determined upon completed of the purchase price
allocation.
Any
resulting goodwill is not subject to amortization and the amount assigned to
goodwill is not deductible for tax purposes.
The
unaudited pro forma condensed combined balance sheet was prepared assuming the
transaction closed on September 30, 2009. The unaudited pro forma
condensed combined statements of operations were prepared as if the transaction
had taken place (i) at the beginning of Secure Path’s year ended June 30, 2009
and (ii) for the three month ended September 30, 2009. Since Rosca’s
year end is December 31, the pro forma statement of operations for Rosca was
prepared using the quarterly results beginning on July 1, 2008 through June 30,
2009. These statements should be read in conjunction with the
historical consolidated financial statements and related notes in Rosca Inc.’s
Annual Report on Form 10-K/A for the year ended December 31, 2008 and the
Quarterly Report on Form 10-Q for the three-month periods ended September 30,
2008, March 31, 2009 and June 30, 2009. The unaudited pro forma combined
condensed statements of operations are not necessarily indicative of what the
actual results of operations would have been had such transactions taken place
at the beginning of the respective periods.
We are
providing this information to aid you in your analysis of the financial aspects
of the transaction. The unaudited pro forma condensed combined financial
statements described above should be read in conjunction with the historical
financial statements of Rosca and Secure Path and the related notes
thereto.
The
columns captioned “Rosca” represent the balance sheet of Rosca as of
September 30, 2009 and the related statements of operations for the twelve
month period ended June 30, 2009 and for the three months ended September 30,
2009. The columns captioned “Secure Path” represent the balance sheet of Secure
Path as of June 30, 2009 and the related statements of operations for the year
ended June 30, 2009 and for the three months ended September 30,
2009.
The
unaudited pro forma combined condensed balance sheet and statements of
operations have been prepared to give effect to the following pro forma
adjustments which are deemed to be directly attributable to the
transaction:
|
1.
|
The
acquisition of 100% of the outstanding membership interest of Secure Path
through the issuance of 2,325,000 shares of Rosca’s common
stock;
|
|
2.
|
Cancellation
of 4,000,000 shares of Rosca’s common stock from Christian Mancillas,
Rosca’s former Chief Executive
Officer.
|