Sebring Software, Inc. - FORM 8-K/A - EX-99.2

Attached files

file	filename
8-K/A - Sebring Software, Inc.	v209177_8ka.htm
EX-99.1 - Sebring Software, Inc.	v209177_ex99-1.htm

SEBRING SOFTWARE, INC

PRO-FORMA COMBINED FINANCIAL STATEMENTS

September 30, 2010

(Unaudited)

Sebring Software, Inc

CONTENTS

PAGE	1	Pro-forma combined balance sheet at September 30, 2010 (unaudited)

PAGE	2	Pro-forma combined statement of operations for the nine months ended September 30, 2010 (unaudited)

	3	Pro-forma combined statement of operations for the year ended December 31, 2009 (unaudited)

PAGE	4	Significant notes and assumptions to pro-forma combined financial statements (unaudited)

Sebring Software, Inc.

Pro Forma Combined Balance Sheet

September 30, 2010

(unaudited)

								Pro Forma Adjustments				September 30,
	Historical							Dr		Cr		2010
	Sebring Software, LLC			Sebring Software, Inc. F/K/A Sumotext, Inc.			Adj #					Pro Forma
ASSETS

Current assets
Cash	$	5,549		$	62,009		1				62,009	$	5,549
Accounts receivables		-			40,262		1				40,262
Loans to officers and shareholders		87,193			-								87,193
Other current assets		6,000			15,000		1				15,000		6,000
Total current assets		98,742			117,271								98,742

Other assets
Furniture and equipment, net		1,656			125,788		1				125,788		1,656
Investment pursuant to recapitalization		350,000			-		4				350,000		-
Deposits		1,000			-								1,000
Total Other Assets		352,656			125,788								2,656

Total Assets	$	451,398		$	243,059							$	101,398

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Liabilities
Current liabilities
Accounts payable and accrued liabilities		346,528			39,352		1		39,352				346,528
Accrued payroll liabilities		374,485			-								374,485
Accrued interest payable		649,999			-								649,999
Accrued expenses		-			15,540		1		15,540				-
Deferred revenue		-			51,681		1		51,681				-
Current portion of notes payable		2,357,000			-		3				100,000		2,457,000
Loans payable		80,000			-								80,000
Notes payable to related party		375,638			125,000		1		125,000				375,638
Total current liabilities		4,183,650			231,573								4,283,650

Other long term liabilities		-			566,863		1		566,863				-
Total liabilities		4,183,650			798,436								4,283,650

Stockholders' deficiency
Common Stock		-			8,558		1, 4		8,558		3,493		3,493
Additional paid-in capital		-			1,062,496		1		1,062,496				(355,956	)
							3		66,316
							4		289,640
Accumulated deficit		-			(1,626,431	)	1				1,626,431		-
Members' deficit accumulated during development stage		(3,732,252	)		-		2				3,732,252		-
Deficit accumulated during development stage		-			-		2		3,732,252				(3,829,789	)
							3		33,684
							4		63,853

Total stockholders' deficiency		(3,732,252	)		(555,377	)							(4,182,252	)

Total liabilities and stockholders' deficiency	$	451,398		$	243,059			$	6,055,235	$	6,055,235	$	101,398

See Summary of Significant Notes and Assumptions to Pro Forma Combined Financial Statements

Sebring Software, Inc.

Proforma Combined Statement of Operations

For the Nine Months ended September 30, 2010

(unaudited)

										Nine months Ended
							Pro Forma Adjustments			September 30,
	Historical						Dr		Cr	2010
	Sebring Software, LLC.			Sebring Software, Inc. F/K/A Sumotext, Inc.		Adj #				Pro Forma

Employee compensation and benefits		264,622			-						264,622
Selling, general and administrative		299,402			-	5		63,853			396,939
						6		33,684
Operating expenses		564,024			-						661,561
Loss from operations		(564,024	)		-						(661,561	)
Interest expense		(251,229	)		-						(251,229	)

Net loss	$	(815,253	)	$	-		$	97,537		$	(912,790	)

See Summary of Significant Notes and Assumptions to Pro Forma Combined Financial Statements

Sebring Software, Inc.

Proforma Combined Statement of Operations

For the Year Ended December 31, 2009

(unaudited)

										Year Ended
							Pro Forma Adjustments			December 31,
	Historical						Dr		Cr	2009
	Sebring Software, LLC.			Sebring Software, Inc. F/K/A Sumotext, Inc.		Adj #				Pro Forma

Employee compensation and benefits		424,728			-						424,728
Impairment expense		452,287			-						452,287
Selling, general and administrative		204,243			-	5		63,853			301,780
						6		33,684
Operating expenses		1,081,258			-						1,178,795
Loss from operations		(1,081,258	)		-						(1,178,795	)
Interest expense		(268,146	)		-						(268,146	)

Net loss	$	(1,349,404	)	$	-		$	97,537		$	(1,446,941	)

See Summary of Significant Notes and Assumptions to Pro Forma Combined Financial Statements

Sebring Software, Inc.

Significant Notes and Assumptions to Pro-forma Combined Financial Statements

(unaudited)

(1)

The accompanying unaudited pro-forma financial information reflects the financial statements of Sebring Software, LLC. ("Sebring") and Sebring Software, Inc. formerly known as Sumotext, Inc. ("Sumotext") regarding an acquisition of Sebring on October 25, 2010. The pro-forma adjustments to the balance sheet give effect to the acquisition as if it occurred on September 30, 2010 and the pro-forma statement of operations gives effect to the acquisition as if it occurred on January 1, 2009. The acquisition is treated as a recapitalization of Sebring since Sumotext became an inactive publicly held corporation at the recapitalization date and the stockholders of Sebring obtained a controlling interest in the voting common stock of Sumotext and management control of Sumotext as a result of the acquisition. Accordingly, the assets and liabilities of Sumotext would typically be recorded at their historical cost on the books of Sebring, Inc. with a balancing charge to additional paid-in capital, however, all assets and liabilities were spun-off to a separate corporation owned by the prior shareholders of Sumotext. In addition, common stock issued to the Sebring stockholders is recorded at Sumotext's par value, of $0.0001, with a balancing charge to additional paid-in capital. Under recapitalization accounting, the historical results of operations are those of Sebring and the results of operations of Sumotext are excluded from the pro forma combined statements of operations.

(2)

Significant assumptions include: (a) A note holder of Sebring is issued the equivalent of 2,996,656 common shares in a settlement valued at $33,684, (b) A Sebring member interest equivalent of 14,234,114 common shares is redeemed in exchange for a $100,000 promissory note, (c) Sebring cancels 69,376,450 shares of common stock it owns in Sumotext, which leaves 16,201,416 shares of Sumotext common stock outstanding, (d) Sebring transfers the remaining 15,475,416 common shares of Sumotext held by Sebring to various consultants which shares are valued at $63,853, and (e) shareholders of Sebring are issued 18,729,098 shares of Sumotext common stock on the recapitalization date of October 25, 2010, leaving 34,930,514 shares of common stock outstanding after the recapitalization. These shares have a par value of $0.0001 per share

(3)	See the pro forma adjustments as of September 30, 2010 and December 31, 2009 on page 5.

Sebring Software, Inc.

Pro Forma adjustments

Balance Sheet Adjustments - September 30, 2010

	Dr.		Cr.
<1>
Accounts payable and accrued liabilities		39,352
Accrued expenses		15,540
Deferred revenue		51,681
Notes payable to related party		125,000
Other long term liabilities		566,863
Common Stock		8,558
Additional paid-in capital		1,062,496
Cash				62,009
Accounts receivables				40,262
Other current assets				15,000
Furniture and equipment, net				125,788
Accumulated deficit				1,626,431
		1,869,490		1,869,490
(To remove balance sheet impact of Sumotext operations that were spun-off)

<2>
Deficit accumulated during development stage		3,732,252
Members' deficit accumulated during development stage				3,732,252
		3,732,252		3,732,252
(To properly classify accumulated deficit in parent entity)

<3>
Deficit accumulated during development stage (settlement expense)		33,684
Additional paid-in capital		66,316
Current portion of notes payable				100,000
		100,000		100,000
(To record settlement expenses and loan related to member equity redemption in anticipation of recapitalization)

<4>
Additional paid-in capital		289,640
Deficit accumulated during development stage (consulting expense)		63,853
Investment pursuant to recapitalization				350,000
Common stock, at par				3,493

		353,493		353,493
(To reclassify for par value adjustment)

Statements of Operations Adjustments - September 30, 2010 and December 31, 2009
<5>

General & Administrative expenses		63,853

		63,853
(To reflect consulting expense incurred through the issuance of common stock in the recapitalized entity.)

<6>

General & Administrative expenses		33,684

		33,684
(To reflect settlement expense with member.)

Attached files

Sebring Software, Inc. Reports

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