Attached files
Exhibit 99.2 - Pro Forma Financial Data
Following are the consolidated pro forma financial statements of Accend Media and Cloud Star Corporation. These consolidated pro forma statements and accompanying notes are considered integral to this SEC form 8K filing.
Accend Media
Cloud Star Corporation
Consolidated Pro Forma
Unaudited Balance Sheets For the Periods as Indicated
| ASSETS Current assets: | Cloud Star Corporation February 29, 2012 |
Amend Media Pro Forma November 30, 2011 Adjustments |
Pro Forma Combined | |
| (Unaudited) | ||||
| Cash and cash equivalents | 13,658 | $ | 13,658 | |
| Accounts receivable | 79,270 | 79,270 | ||
| Other receivable | 300 | 300 | ||
| Total current assets | 13,658 | 79,570 | 93,228 | |
| Website and software | 31,279 | 31,279 | ||
| Other assets | 1,500 | 1 500 | ||
| TOTAL ASSETS | 44,937 | $ | 81,070 | 126,007 |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||
| Current liabilities: | ||||
| Bank overdraft | 603 | 603 | ||
| Accounts payable | 5,780 | 5,780 | ||
| Accrued liabilities | 100 | (10) | 90 | |
| Convertible note payable | 100,000 | 100.000 | ||
| Total current liabilities | 100,100 | 6,373 | 106,473 |
Commitments and contingencies
Stockholders' equity (deficit):
Preferred stock; on a historical and pro-forma basis; $0.001 par value; 10,000,000 shares authorized; none issued and outstanding
Common stock; $0.001 par value; on a historical basis-190,000,000 shares authorized, 150,000,000 issued and outstanding; 190,000,000 shares
|
||||||
| authorized; 97,200,000 issued and outstanding | 10 | 30,000 | 120,000 | 1 | 97,200 | |
| (52,800) | 2 | |||||
| (10) | 3 | |||||
| Additional paid-in capital | 15,090 | 20,075 | (20,075) | 1 | 17,900 | |
| 10 | 1 | |||||
| 2,800 | 2 | |||||
| Accumulated earnings (deficit) in the development stage | (70,263) | 24,622 | (99,925) | 1 | (95,566) | |
| 50,000 | 2 | |||||
| Total stockholders' equity (deficit) | (55 163) | 74,697 | 19,534 | |||
| TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | 44,937 | $ | 81,070 | 126,007 |
1 To reflect the five to one forward stock split effective in May2012.
2 To reflect the cancellation of 50,000,000 shares of common stock and 2,800,000 shares returned to treasury in connection with the merger. Offset was to accumulated deficit due to the previous removal of additional paid in capital in connection with #1.
3 Reclass of Cloud Star's common stock to the additional paid in capital account.
4 Elimination of historical Amend Media accumulated deficit and reduction of additional paid-in capital
Accend Media
Cloud Star Corporation
Consolidated Pro Forma
Unaudited Statement of Operations for the Periods as Indicated
| Cloud Star Corporation | Accend Media | |||||||
| From October 17, 2011 ("Inception") to February 29, 2012 | From December 20, 2010 ("Inception") to February 28, 2011 | Pro Forma Adjustments | Pro Forma Combined | |||||
| (Unaudited) | ||||||||
| Revenue | - | - | - | |||||
| General and administrative | 70,163 | 4,346 | 74,509 | |||||
| Loss from operations | (70,163) | (4,346) | (74,509) | |||||
| Other Income (Expense) | ||||||||
| Interest income | - | - | - | |||||
| Interest expense | (100) | - | (100) | |||||
| Total other income (expense) | (100) | - | (100) | |||||
| Net loss | (70,263) | (4,346) | (74,609) | |||||
| 80,563,380 | 1 | |||||||
| (50,000,000) | 2 | |||||||
| Weighted average shares basic and diluted | 20,140,845 | (2,800,000) | 2 | 47,904,225 | ||||
| Weighted average basic and diluted loss | ||||||||
| per common share | 0.00 | 0.00 | ||||||
1 To reflect the five to one forward stock split (20,140,845 X 5 – 20,140,845 = 80,563,380).
2 To reflect the cancellation of 50,000,000 shares of common stock in connection with the merger and return of 2,800,000 shares to treasury.
The accompanying notes are an integral part of the financial statements
NOTE 1 – Acquisition and Reorganization
On May 22, 2012, Accend Media and Cloud Star entered into an Acquisition Agreement and Plan of Merger. This merger does not involve the issuance of any new shares by Accend Media, as the former control shareholder, Scott Gerardi and another shareholder of Accend Media agreed to transfer or cancel 118,000,000 of their 120,000,000 shares as follows: 60,000,000 shares to acquire Cloud Star; 2,800,000 shares to return to treasury; 200,000 shares to a new director; 5,000,000 shares to be sold for contributed capital for the Company and 50,000,000 shares cancelled. Immediately prior to the merger, Accend Media had 150,000,000 shares outstanding after giving effect for the five for one stock split approved by its board of directors on March 22, 2012. Immediately after the merger, 97,200,000 shares are outstanding with the sole shareholder of Cloud Star owning 60,000,000 shares.
NOTE 2 – Basis of Presentation
The acquisition of Cloud Star will be accounting for as a reverse acquisition, resulting change in reporting entity, whereby the financial statements Cloud Star will be reported at historical costs after the acquisition. The assets of Accend Media are required to be reported at fair value. We don’t expect to ascribe any value to the assets of Accend Media since these are not expected to be material.
The unaudited pro forma consolidated balance sheet data was prepared assuming the acquisition was completed on November 30, 2011 and was based on the unaudited balance sheet of Accend Media as of November 30, 2011 and the audited balance sheet of Cloud Star as of February 29, 2012.
The unaudited pro forma statement of operations data was prepared for the most recent fiscal year reported by Accend Media, and assume that the acquisition was completed at the beginning of the year. Accordingly, the unaudited pro forma statement of operations data include the data of Accend Media for the period from December 20, 2010 through February 28, 2011, and the data for the period from October 17, 2011 through February 29, 2012 for Cloud Star.
These unaudited pro forma financial statements are provided for illustrative purposes and do not purport to represent what the Company’s financial position would have been if such transactions had occurred on the above mentioned dates. These statements were prepared based on accounting principles generally accepted in the United States. The use of estimates is required and actual results could differ from the estimates used. The Company believes the assumptions used provide a reasonable basis for presenting the significant effects directly attributable to the acquisition.
The historical share data of Accend Media have been retroactively adjusted to reflect the five-for-one forward stock split effected on May 7, 2012.