Attached files
| file | filename |
|---|---|
| 8-K - Thwapr, Inc. | v179918_8k.htm |
| EX-3.1 - Thwapr, Inc. | v179918_ex3-1.htm |
| EX-10.4 - Thwapr, Inc. | v179918_ex10-4.htm |
| EX-10.5 - Thwapr, Inc. | v179918_ex10-5.htm |
| EX-99.1 - Thwapr, Inc. | v179918_ex99-1.htm |
| EX-10.8 - Thwapr, Inc. | v179918_ex10-8.htm |
| EX-10.7 - Thwapr, Inc. | v179918_ex10-7.htm |
| EX-10.9 - Thwapr, Inc. | v179918_ex10-9.htm |
| EX-10.6 - Thwapr, Inc. | v179918_ex10-6.htm |
| EX-10.4(A) - Thwapr, Inc. | v179918_ex10-4a.htm |
| EX-99.3 - Thwapr, Inc. | v179918_ex99-3.htm |
Exhibit
99.2
UNAUDITED PRO FORMA COMBINED FINANCIAL
STATEMENTS
Balance Sheet at September 30,
2009
Notes to the Unaudited Pro Forma Balance
Sheet
UNAUDITED PRO FORMA COMBINED BALANCE
SHEET
On March 29, 2010 Seaospa,
Inc. ("Seaospa" or "Company") a public reporting company without any business or operating
activities, issued 142,676,508 shares of unregistered shares of common
stock in exchange for 100% equity interest in Thwapr, Inc. ("Thwapr"), making
Thwapr a wholly-owned subsidiary of Seaospa at the opening of business on March 30, 2010. This
voluntary share exchange transaction resulted in the shareholders of Thwapr
obtaining a majority voting interest in the Company. Accounting
principles generally accepted in the United States of America require that the
company whose shareholders retain the majority
interest in a combined business be treated as the acquirer for accounting
purposes, resulting in a reverse acquisition. Accordingly, the share
exchange transaction has been accounted for as recapitalization of
Thwapr.
The following unaudited pro forma
combined balance sheet reflects the combination of Thwapr and Seaospa and the
issuance of shares of Seaospa common stock to Thwapr stockholders. The unaudited pro forma
combined balance sheet has been derived from unaudited consolidated historical
financial statements of both Thwapr and Seaospa. The financial
statements of Seaospa as of September 30, 2009 are contained in its Quarterly
Report on Form 10-Q filed with the SEC on
November 10, 2009. The financial statements of Thwapr as of September
30, 2009 are contained in this filing.
Although from a legal perspective,
Seaospa acquired Thwapr, from an accounting perspective, the transaction
is viewed as a
recapitalization of Thwapr accompanied by an issuance of stock by Thwapr for the
net assets of Seaospa. This is because Seaospa did not have operations
immediately prior to the merger, and following the merger, Thwapr is the
operating company. Thwapr's officers and
directors will serve as the officers and directors of the new combined entity.
Additionally, Thwapr's stockholders will own approximately 91% of the
outstanding shares of Seaospa after the completion of the
transaction.
Given these circumstances, the transaction is
accounted for as a capital transaction rather than as a business
combination. That is, the transaction is equivalent to the issuance
of stock by Thwapr for the net assets of Seaospa, accompanied by a
recapitalization. Because the transaction is accounted for
as a capital transaction, the pro-forma financial statements do not include an
income statement. In addition, the pro forma balance sheet has been
prepared in such a manner that the pro forma equity section reflects the total outstanding Seaospa shares
for the new merged entity. Additional, Seaospa's accumulated deficit
and additional paid-in capital accounts have been eliminated, while Thwapr's
accumulated deficit remains.
The following Unaudited Pro Forma
Combined Balance Sheet give effect to the aforementioned reverse acquisition
based on the assumptions and adjustments set forth in the accompanying notes to
the Unaudited Pro Forma Combined Balance Sheet which management believes are reasonable. The
Unaudited Pro Forma Combined Balance Sheet represents the combined
financial position of Seaospa and Thwapr as of September 30, 2009 as if the
reverse acquisition occurred on September 30, 2009. These
unaudited Pro Forma Combined Financial Statements and
accompanying notes should be read in conjunction with the unaudited historical
financial statements and related notes of Seaospa and Thwapr, which are included
in this document and in the Form 10-Q filed on November 10,
2009.
The Unaudited Pro Forma Combined
financial information is
presented for illustrative purposes only and is not necessarily indicative of
the operating results that would have been achieved if the reverse acquisition
of Seaospa had been consummated as of the beginning of the period indicated, nor
is it necessarily indicative of the results of
future operations.
SEAOSPA, INC
UNAUDITED PROFORMA COMBINED BALANCE
SHEET
|
September 30,
2009
|
|||||||||||||||||||
|
ASSETS
|
Thwapr, Inc.
(Unaudited)
|
Seaospa, Inc.
(Unaudited)
|
Note
|
Pro Forma
Adjustments
|
Pro Forma
Combined
(Unaudited)
|
||||||||||||||
|
CURRENT
ASSETS
|
|||||||||||||||||||
|
Cash and cash
equivalents
|
$ | 14,876 | $ | 35,270 | $ | 50,146 | |||||||||||||
|
Prepaid
expenses
|
1,003 | - | 1,003 | ||||||||||||||||
|
TOTAL CURRENT
ASSETS
|
15,879 | 35,270 | - | 51,149 | |||||||||||||||
|
PROPERTY AND EQUIPMENT,
net
|
19,303 | - | 19,303 | ||||||||||||||||
|
OTHER
ASSETS
|
|||||||||||||||||||
|
Deposits
|
- | - | - | ||||||||||||||||
|
TOTAL
ASSETS
|
$ | 35,182 | $ | 35,270 | $ | - | $ | 70,452 | |||||||||||
|
LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIT)
|
|||||||||||||||||||
|
CURRENT
LIABILITIES
|
|||||||||||||||||||
|
Accounts payable and accrued
expenses
|
$ | 85,923 | $ | 10,000 | $ | - | $ | 95,923 | |||||||||||
|
Accounts payable to
shareholders
|
2,201 | - | - | 2,201 | |||||||||||||||
|
TOTAL CURRENT
LIABILITIES
|
88,124 | 10,000 | - | 98,124 | |||||||||||||||
|
SHAREHOLDERS' EQUITY
(DEFICIT):
|
|||||||||||||||||||
|
Preferred
stock
|
1,574 | - | 2(a) |
|
(1,574 | ) | - | ||||||||||||
|
Common
stock
|
17 | 487 |
2(a)
|
|
46,510 | 47,014 | |||||||||||||
|
Additional paid-in
capital
|
3,287,167 | 56,511 |
2(a)
|
|
(76,664 | ) | 3,267,014 | ||||||||||||
|
Subscription
receivable
|
(350,000 | ) | - | (350,000 | ) | ||||||||||||||
|
Deficit accumulated during the
development stage
|
(2,991,700 | ) | (31,728 | ) | 31,728 | (2,991,700 | ) | ||||||||||||
|
TOTAL SHAREHOLDERS' EQUITY
(DEFICIT)
|
(52,942 | ) | 25,270 | - | (27,672 | ) | |||||||||||||
|
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY (DEFICIT)
|
$ | 35,182 | $ | 35,270 | $ | - | $ | 70,452 | |||||||||||
The accompanying notes are an integral
part of these unaudited pro forma combined financial
statements
NOTES
TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET
|
1.
|
BASIS
OF PRESENTATION
|
The Unaudited Pro Forma Combined Balance
Sheet represents the combined financial position of Seaospa and Thwapr as of
September 30, 2009 as if
the reverse acquisition occurred on September 30, 2009.
The Unaudited Pro Forma Combined
Statements of Operations give effect to the reverse acquisition of Seaospa and
Thwapr assuming that the reverse acquisition took place on the beginning of the first accounting period
presented in these pro forma combined financial statements.
|
2.
|
PROFORMA
ADJUSTMENTS
|
|
|
(a)
|
In
July 2009, Thwapr amended and restated its Certificate of Incorporation to
change its name to Thwapr, Inc., and to increase its authorized number of
shares to 200,000,000 of which 180,000,000 shares shall be common and
20,000,000 shall be preferred stock. Concurrently, Thwapr
entered into an Exchange Offer Agreement (“Offering”) with all the then
shareholders of Thwapr. Pursuant to the Offering, shareholders
at that time exchanged all of their respective shares of Common Stock of
Thwapr for shares of Series A Preferred Stock of Thwapr at a ratio of one
share of Series A Preferred Stock for each share of Common
Stock. The shares of Series A Preferred Stock shall
automatically convert into shares of Common Stock at a ratio of 9 shares
of Common Stock for each share of Series A Preferred Stock upon the
following events:
|
|
(a)
|
the
three year anniversary of the Offering and Thwapr obtaining at least
10,000,000 active registered users, or
|
|
|
(b)
|
upon
the occurrence of a change of
control.
|
Subsequently,
Thwapr began an offering of its Common Stock to sell 2,500,000 shares of Common
Stock at an offering price of $4.00 per share for an aggregate offering amount
of $10,000,000. In November 2009, the Board of Directors of Thwapr
retroactively re-priced the stock offering to $1.25 per share and issued
additional shares to investors who had previously purchased Common Stock so that
the number of shares they hold is equal to the amount of money invested divided
by $1.25 with partial shares rounded up. The effect of this
re-pricing was to increase the number of shares of Common Stock from 168,500 to
539,200. On February 19, 2010, Thwapr approved the conversion of the
preferred stock to common stock with a restriction on the sale of the stock
equal to the previous conversion to common stock. The result was to
increase the amount of stock from 16,268,412 shares outstanding to 142,102,108
shares outstanding of which 141,562,908 are restricted under the terms described
above. On March 5, 2010 Seaospa implemented a 3 for 1 stock split
resulting in an increase in the number of shares of common stock of Seaospa
outstanding from 4,869,918 to 14,609,754 and increasing the par value of the
stock from $.0001 to $.0003 per share.
As a
result of the above, on a Pro Forma basis the combined companies have total
shares outstanding of 156,711,862 at a par value of $.0003 resulting in
paid-in-capital of $47,014.