Luvu Brands, Inc. - FORM 8-K/A - EX-99.2

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8-K/A - Luvu Brands, Inc.	v189479_8ka.htm

LIBERATOR, INC.

UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET

				WES											Adjusted
	Liberator, Inc.			Consulting, Inc.			Combined			Pro Forma					ProForma
	June 30, 2009			June 30, 2009			Totals			Adjustments			AE		Totals
				(Unaudited)
ASSETS
Current Assets:
Cash	$	1,815,633		$	4,213		$	1,819,846		$	-				$	1,819,846
Accounts receivable		346,430						346,430								346,430
Inventories		700,403						700,403								700,403
Prepaid Expenses		95,891			-			95,891			-					95,891
Total Current Assets		2,958,357			4,213			2,962,570			-					2,962,570
Property and Equipment, net		1,135,517			475			1,135,992			-					1,135,992

TOTAL ASSETS	$	4,093,874		$	4,688		$	4,098,562		$	-				$	4,098,562

LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	2,247,845		$	-		$	2,247,845		$	-				$	2,247,845
Accrued compensation		154,994			-			154,994			-					154,994
Accrued expenses		145,793			-			145,793			-					145,793
Revolving line of credit		171,433			-			171,433			-					171,433
Current long-term debt		145,481			31,382			176,863			(31,382	)		1		145,481
Credit card advance		198,935			-			198,935			-					198,935
Total Current Liabilities		3,064,481			31,382			3,095,863			(31,382	)				3,064,481
Long-term liabilities:
Note payable -equipment		72,812			-			72,812			-					72,812
Lease payable		225,032			-			225,032			-					225,032
Note payable -related		125,948			-			125,948			-					125,948
Convertible note payable		285,750			-			285,750			-					285,750
Unsecured lines of credit		124,989			-			124,989			-					124,989
Deferred rent payable		356,308			-			356,308			-					356,308
Less: current portion		(145,481	)		-			(145,481	)		-					(145,481	)
Total long-term liabilities		1,045,358			-			1,045,358			-					1,045,358
Total Liabilities		4,109,839			31,382			4,141,221			(31,382	)				4,109,839

Stockholders' Equity:
Preferred Stock		430			-			430			-					430
Common Stock		6,093			12,050			18,143			609,330			2		611,660
											(19,440	)		3
											3,627			4
Additional Paid-in Capital		5,286,970			1,487			5,288,457			31,382			1		4,726,322
											(609,330	)		2
											19,440			3
											(3,627	)		4
Accumulated Deficit		(5,309,458	)		(40,231	)		(5,349,689	)		-					(5,349,689	)

Total Stockholders' Deficit		(15,965	)		(26,694	)		(42,659	)		31,382					(11,277	)

TOTAL LIABILITIES
AND STOCKHOLDERS'
EQUITY (DEFICIT)	$	4,093,874		$	4,688		$	4,098,562		$	-				$	4,098,562

1	To record gain on forgiveness of debt which occurred on August 11, 2009.

2	To record issuance of 60,932,981 shares of common stock to acquire 100% of the common shares of Liberator, Inc. at $0.01 per share.

3	To cancel 972,000 shares of common stock owned by Liberator, Inc.

4	To reflect increase in par value from $.0001 per share to $.01 per share.

LIBERATOR, INC.

UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS

				WES Consulting
	Liberator, Inc.			Inc.									Pro-Forma
	For the Year			For the Year									Adjusted
	Ended			Ended			Combined			Pro Forma			Combined
	June 30, 2009			June 30, 2009			Totals			Adjustments		AJE	Totals
				(Unaudited)

REVENUES	$	10,260,552		$	69,300		$	10,329,852		$	-		$	10,329,852
COST OF SALES		7,144,108			-			7,144,108			-			7,144,108

GROSS PROFIT		3,116,444			69,300			3,185,744			-			3,185,744

OPERATING EXPENSES

Advertising and Promotion		864,690			-			864,690			-			864,690
Other Selling and Marketing		1,201,054			-			1,201,054			-			1,201,054
General and Administrative		1,781,352			92,732			1,874,084			-			1,874,084
Depreciation		270,217			569			270,786			-			270,786

Total Costs and Expenses		4,117,313			93,301			4,210,614			-			4,210,614

OPERATING LOSS		(1,000,869	)		(24,001	)		(1,024,870	)		-			(1,024,870	)

OTHER INCOME (EXPENSE)

Interest Income		1,980			-			1,980			-			1,980
Interest Expense		(482,598	)					(482,598	)					(482,598	)
Expenses related to reverse acquisition of Remark		(2,273,495	)		-			(2,273,495	)		-			(2,273,495	)

Total Other Income (Expense)		(2,754,113	)		-			(2,754,113	)		-			(2,754,113	)

Loss Before Taxes		(3,754,982	)		(24,001	)		(3,778,983	)		-			(3,778,983	)

INCOME TAX PROVISION (BENEFIT)		-			-			-			-			-

NET LOSS	$	(3,754,982	)	$	(24,001	)	$	(3,778,983	)	$	-		$	(3,778,983	)

WES Consulting, Inc.

Notes to Pro Forma Consolidated Financial Statements

June 30, 2009

NOTE 1 - Summary of Transaction

On October 19, 2009, WES Consulting, Inc. (the “Company”) completed a merger with Liberator Inc., a Nevada corporation (“Liberator”) whereby the Company exchanged all of the issued and outstanding shares of Liberator for shares of the Company. This resulted in a merger of Liberator into the Company, with the Company as the surviving entity.

NOTE 2 - Management Assumptions

The pro forma balance sheet and statements of operations assumes that the entities were together at the beginning of the year ended June 30, 2009.

The pro forma balance sheets assume that through the issuance of 60,932,981 shares of common stock, the Company acquires all of outstanding shares of Liberator.

The proforma statements of operations assume that the Company’s revenues and expenses have been combined with Liberator’s at the beginning of the year ended June 30, 2009.

NOTE 3 – Pro forma Adjusting Entries

To record gain on forgiveness of debt which occurred on August 11, 2009.

To record issuance of 60,932,981 shares of common stock to acquire 100% of the common shares of Liberator, Inc. at $0.01 per share.

To cancel 972,000 shares of common stock owned by Liberator, Inc.

To reflect increase in par value from $.0001 per share to $.01 per share.

Luvu Brands, Inc. - FORM 8-K/A - EX-99.2 - June 30, 2010

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Luvu Brands, Inc. Reports