Attached files
| file | filename |
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| EX-3.1 - EXHIBIT 3.1 - SUMMER ENERGY HOLDINGS INC | ex_3-1.htm |
| EX-3.2 - EXHIBIT 3.2 - SUMMER ENERGY HOLDINGS INC | ex_3-2.htm |
| EX-10.1 - EXHIBIT 10.1 - SUMMER ENERGY HOLDINGS INC | ex_10-1.htm |
| EX-10.2 - EXHIBIT 10.2 - SUMMER ENERGY HOLDINGS INC | ex_10-2.htm |
| EX-10.4 - EXHIBIT 10.4 - SUMMER ENERGY HOLDINGS INC | ex_10-4.htm |
| EX-10.3 - EXHIBIT 10.3 - SUMMER ENERGY HOLDINGS INC | ex_10-3.htm |
| EX-10.7 - EXHIBIT 10.7 - SUMMER ENERGY HOLDINGS INC | ex_10-7.htm |
| EX-99.3 - EXHIBIT 99.3 - SUMMER ENERGY HOLDINGS INC | ex_99-3.htm |
| EX-21.1 - EXHIBIT 21.1 - SUMMER ENERGY HOLDINGS INC | ex_21-1.htm |
| EX-10.6 - EXHIBIT 10.6 - SUMMER ENERGY HOLDINGS INC | ex_10-6.htm |
| EX-10.5 - EXHIBIT 10.5 - SUMMER ENERGY HOLDINGS INC | ex_10-5.htm |
| EX-99.1 - EXHIBIT 99.1 - SUMMER ENERGY HOLDINGS INC | ex_99-1.htm |
| 8-K - 8-K - SUMMER ENERGY HOLDINGS INC | form-8k.htm |
Exhibit 99.2
CASTWELL PRECAST CORPORATION PROFORMA BALANCE SHEET
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December 31, 2011
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December 31, 2011
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Pro forma
Adjustments
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Summer LLC
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Castwell
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Total
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(See Notes)
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Pro forma
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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1,751,911
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$
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6,981
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$
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1,758,892
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$
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$
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1,758,892
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Prepaids
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12,905
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12,905
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12,905
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Other
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1,747
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1,747
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1,747
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Total current assets
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1,766,563
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6,981
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1,773,544
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-
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1,773,544
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Long-term assets:
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Property, plant and equipment, net
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2,126
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7,346
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9,472
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9,472
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Certificate of deposit -- restricted
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500,669
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500,669
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500,669
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Deferred financinig costs, net
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194,444
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194,444
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194,444
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Total long-term assets
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697,239
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7,346
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704,585
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-
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704,585
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Total assets
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$
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2,463,802
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$
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14,327
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$
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2,478,129
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$
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-
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$
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2,478,129
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
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Accounts payable
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$
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16,962
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$
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$
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16,962
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$
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$
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16,962
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Accrued expenses
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200,000
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25,790
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225,790
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225,790
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Total current liabilities
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216,962
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25,790
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242,752
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-
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242,752
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| Stockholders' and Members' equity | ||||||||||||||||
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Preferred Stock - $.001 par value,10,000,000 shares authorized, no shares issued and outstanding
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-
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-
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-
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Common Stock - $.001 par value, 100,000,000 post transaction shares authorized, 10,504,711 post transaction shares issued and outstanding
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4,178
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4,178
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6,326
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10,504
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Additional paid in capital
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356,157
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356,157
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2,194,901
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2,551,058
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Members' Capital
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2,573,025
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2,573,025
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(2,573,025
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)
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-
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Accumulated deficit
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(326,185
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(371,798
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(697,983
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371,798
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(326,185
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)
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Total stockholders' equity
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2,246,840
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(11,463
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2,235,377
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-
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2,235,377
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Total liabilities and stockholders' equity
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$
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2,463,802
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$
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14,327
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$
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2,478,129
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$
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-
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$
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2,478,129
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CASTWELL PRECAST CORPORATION PROFORMA STATEMENT OF OPERATIONS
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Period Ended December 31, 2011 Summer LLC
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Year Ended December 31, 2011 Castwell
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Total
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Pro forma Adjustments (See Notes)
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Pro forma
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Revenues
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$
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$
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$
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-
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$
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$
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-
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Cost of goods sold
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-
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-
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Gross Profits
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-
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-
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-
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-
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-
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General and administrative expenses
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321,468
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51,330
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372,798
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(51,330
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321,468
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Operating loss
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(321,468
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(51,330
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(372,798
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51,330
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(321,468
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Financing costs, net
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(4,717
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(4,717
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(4,717
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Net loss before income taxes
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(326,185
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(51,330
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(377,515
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51,330
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(326,185
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Income taxes
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-
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Net loss
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$
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(326,185
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$
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(51,330
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$
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(377,515
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$
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51,330
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$
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(326,185
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Loss per share:
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Basic and diluted loss per share/unit
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$
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(0.06
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(0.01
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(0.07
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0.04
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(0.03
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Basic and diluted weighted average shares/units outstanding
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5,650,820
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4,077,708
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9,728,528
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751,183
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10,479,711
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Notes:
The term "Castwell" as used in this proforma statements refers to Castwell Precast Corporation and Subsidiary. The term "Summer LLC" refers to Summer Energy, LLC.
The transaction was consummated on March 27, 2012, but the pro forma adjustments present the financial statements as if the transaction was consumated as of January 1, 2011.
Castwell's only post transaction operations are conducted through one of its wholly-owned subsidiary, Summer LLC.
In accordance with financial reporting for reverse merger transactions, the post transaction operating results contained herein is only that of Summer LLC and does not include Castwell's financial results of operations. Further, the accumulated deficit after pro forma adjustments is that of Summer LLC and the common share, and related par value amounts, are that of Castwell.
Immediately prior to the transaction, Castwell effected a 1-for-4 reverse common stock split causing its 4,178,348 common shares to be converted to approximately 1,044,587 common shares. In addition, certain stockholders of Castwell canceled and returned to Castwell 237,500 common shares, so that immediately prior to the transaction the Castwell's post-split shares of its common stock issues and outstanding totaled 807,087 (excludes warrants) and post-split shares reserved for issuance upon the exercise of outstanding warrants totaled 25,000. Castwell increased its authorized common shares from 50,000,000 to 100,000,000 immediately prior to the transaction. Each of the 9,697,624 issued and outstanding members units of Summer LLC held immediately pior to the transaction were converted into the right to receive one share of Castwell's common stock. Post transaction shares of Castwell issued and outstanding totaled 10,504,711 (excludes warrants), of which 92.3% were held by the former members of Summer LLC.