Attached files
| file | filename |
|---|---|
| EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF FORMATION - NightCulture, Inc. | xxx_8k-ex0301.htm |
| EX-10.1 - SHARE EXCHANGE AGREEMENT - NightCulture, Inc. | xxx_8k-ex1001.htm |
| EX-99.1 - NIGHT CULTURE, INC. FINANCIAL STATEMENTS - NightCulture, Inc. | xxx_8k-ex9901.htm |
| EX-10.2 - MEMORANDUM OF UNDERSTANDING - NightCulture, Inc. | xxx_8k-ex1002.htm |
| EX-3.2 - BYLAWS - NightCulture, Inc. | xxx_8k-ex0302.htm |
| EX-99.2 - NIGHT CULTURE, INC. FINANCIAL STATEMENTS - NightCulture, Inc. | xxx_8k-ex9902.htm |
| 8-K - CURRENT REPORT ON FORM 8-K - NightCulture, Inc. | xxx_8k-073111.htm |
Exhibit 99.3
XXX ACQUISITION CORP.
INTRODUCTION TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS AND STATEMENT OF OPEARATIONS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2011
The unaudited Pro Forma Financial Information reflects financial Information of XXX Acquisition Corp. (“Company”). and Night Culture, (“Night Culture”) to the execution of the Share Exchange Agreement, dated as of July 31, 2011. On July 31, 2011 the Company, a Nevada corporation, closed a share exchange agreement with Night Culture under which (a) the Company acquired all of the outstanding capital stock of Night Culture and issued an aggregate of 5,000,000 shares of common stock to the shareholders of Night Culture, (b) the sole officer of the Company resigned and Mr. Michael Long, a shareholder and the President of Night Culture, was appointed as Chief Executive Officer of the Company and (c) Mr. Long was appointed to the Board of Directors of the Company. The Pro Forma Statements included herein reflect the above transaction which has been accounted for as a reverse merger whereby Night Culture is considered the accounting acquirer and the historical and future financial statements will be those of Night Culture since the Company discontinued its primary business activity since 2009.
The accompanying unaudited pro forma consolidated financial statement is presented to illustrate the effects of the merger and reorganization on the historical financial position of the Company and Night Culture. The unaudited pro forma consolidated balance sheet as of June 30, 2011 gives effect to the merger and reorganization as if it had occurred on that date, and combines the respective balance sheets, as adjusted, at that date. The unaudited pro forma consolidated statement of operations for the six months ended June 30, 2011 gives effect to the merger and reorganization as if it had occurred on that date, and combines the respective statements of operations, as adjusted, the six month period ended at that date. The pro forma financial information has been prepared from, and should be read in conjunction with, the (i) unaudited consolidated June 30, 2011 financial statements of the Company included in its Form 10-Q filing and (ii) unaudited financial statements of Night Culture for the six months ended June 30, 2011.
The unaudited consolidated pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger and reorganization had been consummated on the indicated dates, nor is it necessarily indicative of future operating results. The pro forma adjustment are based on information available at the time of this filing.
XXX ACQUISITION, INC
PROFORMA BALANCE SHEETS
As of June 30, 2011
|
Night Culture
|
XXX Acquisition
|
Elimination
|
Consolidation
|
|||||||||||||
|
ASSETS
|
||||||||||||||||
|
Current assets:
|
||||||||||||||||
|
Cash and cash equivalents
|
$ | 226,196 | -- | $ | 226,196 | |||||||||||
|
Note receivable-related party
|
85,000 | -- | 85,000 | |||||||||||||
|
Total current assets
|
311,196 | -- | 311,196 | |||||||||||||
|
Fixed assets, net of depreciation of $2,500
|
4,030 | -- | 4,030 | |||||||||||||
|
Markets, net of accumulated amortization
|
51,727 | -- | 51,727 | |||||||||||||
|
Investments in subsidiary
|
- | 3 | (3 | ) | -- | |||||||||||
|
Total assets
|
$ | 366,954 | 3 | (3 | ) | $ | 366,954 | |||||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY(DEFICIT)
|
||||||||||||||||
|
Current liabilities:
|
||||||||||||||||
|
Accounts payable and accrued expense
|
$ | 719 | 552,536 | $ | 553,255 | |||||||||||
|
Taxes payable
|
2,887 | -- | 2,887 | |||||||||||||
|
Notes payable
|
-- | 694,349 | 694,349 | |||||||||||||
|
Advances- related party
|
22,500 | -- | 22,500 | |||||||||||||
|
Total current liabilities
|
26,106 | 1,246,885 | 1,272,991 | |||||||||||||
|
Convertible debentures
|
350,000 | -- | 350,000 | |||||||||||||
|
Total liabilities
|
376,106 | 1,246,885 | 1,622,991 | |||||||||||||
|
Stockholders’ equity(deficit):
|
||||||||||||||||
|
Preferred stock, $0.001 par value, 1,000,000 authorized, none outstanding
|
-- | -- | ||||||||||||||
|
Common stock, $0.001 par value
|
3 | 5,806 | (3 | ) | 5,806 | |||||||||||
|
Additional paid-in capital
|
36,747 | 6,757,562 | 6,794,309 | |||||||||||||
|
Retained earnings
|
(45,902 | ) | (8,010,250 | ) | (8,056,152 | ) | ||||||||||
|
Total stockholders’ equity(deficit)
|
(9,152 | ) | (1,246,882 | ) | (1,256,037 | ) | ||||||||||
|
Total liabilities and stockholders’ equity (deficit)
|
$ | 366,954 | 3 | (3 | ) | $ | 366,954 | |||||||||
NIGHT CULTURE, INC.
PROFORMA STATEMENTS OF OPERATIONS
Six Months Ended June 2011
|
|
Night Culture
|
XXX Acquisitions
|
Consolidation
|
|||||||||
|
Revenue
|
$ | 284,896 | $ | -- | $ | 284,896 | ||||||
|
Direct material costs
|
188,857 | -- | 188,857 | |||||||||
|
Gross profit
|
96,039 | -- | 96,039 | |||||||||
|
Operating expenses:
|
||||||||||||
|
General and administrative expense
|
94,803 | 34,717 | 129,522 | |||||||||
|
Amortization
|
1,916 | -- | 1,916 | |||||||||
|
Income (loss) from operations
|
(680 | ) | (34,717 | ) | (35,397 | |||||||
|
Other income(expense)
|
||||||||||||
|
Interest expense
|
(1,283 | ) | -- | (1,283 | ) | |||||||
|
Total other income(expense)
|
(1,283 | ) | -- | (1,283 | ) | |||||||
|
Net income (loss)
|
$ | (1,963 | ) | (34,717 | ) | $ | (36,680 | ) | ||||