MobileBits Holdings Corp - FORM 8-K/A - EX-99.2 - UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF MOBILEBITS HOLDING CORPORATION AND AIXUM.

Attached files

file	filename
8-K/A - CURRENT REPORT - MobileBits Holdings Corp	f8k120611a1_mobilebits.htm
EX-99.1 - AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010 FOR AIXUM AND UNAUDITED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010 FOR AIXUM. - MobileBits Holdings Corp	f8k120611a1ex99i_mobilebits.htm

Exhibit 99.2

Unaudited pro forma combined financial information of MobileBits Holding Corporation and Aixum Tec AG

The unaudited pro forma information below gives effect to the share exchange between Aixum Tec AG and MobileBits Holdings Corporation as if it had been consummated as of the beginning of the applicable period. The unaudited pro forma information has been derived from the historical Financial Statements of these two companies. The unaudited pro forma information is for illustrative purposes only. You should not rely on the unaudited pro forma financial information as being indicative of the historical results that would have been achieved had the acquisition occurred in the past or the future financial results that the Company will achieve after the merger.

MobileBits Holding Corporation and Aixum Tec AG.
Pro forma Combined Balance Sheet
(Unaudited)

	MobileBits
	Holdings
	Corporation			Aixum Tec AG			Pro forma			Pro forma
	07/31/12			09/30/12			Adjustments			Combined
ASSETS

Current assets:
Cash and cash equivalents		387,140			848						387,988
Investments in marketable securities		222			-						222
Accounts receivable, net		258,637			21,595						280,232
Other receivables		-			34,763						34,763
Notes receivables, net		153,390			-			(153,390	)(4)		-
Prepaid expenses and other current assets		18,242			-						18,242
Total current assets		817,631			57,206			(153,390	)		721,447

Property and equipment		30,113			9,078						39,191
Software development costs, net		204,499			581,182						785,681
Software license costs, net		21,490			-						21,490
Deposit		-			7,982						7,982
Intangible assets, net		3,212,392			-			3,110,000	(3)		6,322,392
Goodwill		11,303,803			-			790,000	(3)		12,093,803

TOTAL ASSETS		15,589,928			655,448			3,746,610			19,991,986

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable and accrued expenses		153,379			479,849						633,228
Accounts payable and accrued expenses - related parties		391,965			52,238						444,203
Advance from MobileBits		-			111,490			(111,490	)(4)		-
Notes payable - MobileBits		-			180,928			(180,928	)(4)		-
Stock payable		125,750			-						125,750
Short-term debt - related party		53,000			-						53,000
Deferred revenues		118,963			18,861						137,824
Total current liabilities		843,057			843,366			(292,418	)		1,394,005

Commitments and contingencies

Stockholders' equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding		-			-						-
Common stock, $0.001 par value; 250,000,000 shares authorized; 58,897,627 issued and outstanding		58,898			-			2,902	(3)		61,800
Common stock, CHF 0.01 par value; 104,000,000 shares authorized; 74,000,000 shares issued and 71,260,016 shares outstanding		-			907,188			(907,188	)(1)		-
											-
Additional paid-in capital		33,291,697			2,438,924			907,188	(1)		37,069,037
								(3,604,898	)(2)
								3,897,098	(3)
								139,028	(4)
Subscriptions receivable		(15,760	)		-						(15,760	)
Accumulated other comprehensive income					70,868						70,868

Accumulated deficit		(18,587,964	)		(3,604,898	)		3,604,898	(2)		(18,587,964	)

Total stockholders' equity		14,746,871			(187,918	)		4,039,028			18,597,981

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		15,589,928			655,448			3,746,610			19,991,986

Pro forma footnotes:

(1) To retire Aixum Tec AG's common stock
(2) To eliminate the accumulated deficit of Aixum Tec AG.
(3) To record shares issued to Aixum Tec AG shareholders at $0.50 per share.
- Due to volume and recent sales of stock in large volumes at $0.50 per share, $0.50 per share was used to value the shares issued upon the share exchange.
- The amounts allocated to acquire technology and other intangible assets represent the Company's estimates of their fair values at the acquisition date.
- The excess of cost over the fair value of the net tangible assets and identifiable intangible assets acquired is recorded as goodwill.
(4) To eliminate advances from MobileBits and note payable to Mobilebits upon acquisition.

MobileBits Holding Corporation and Aixum Tec AG.

Pro forma Combined Statements of Operations

(Unaudited)

	MobileBits
	Holdings
	Corporation			Aixum Tec AG
	For the twelve			For the twelve
	months ended			months ended			Pro forma			Pro forma
	10/31/11			12/31/11			Adjustments			Combined

Revenues		-			191,396						191,396

Operating expenses:
Selling, general and administrative		2,529,634			1,762,660						4,292,294
Depreciation and amortization		4,484			207,957			733,667	(3)		946,108

Total operating expenses		2,534,118			1,970,617			733,667			5,238,402

Loss from operations		(2,534,118	)		(1,779,221	)		(733,667	)		(5,047,006	)

Other income (expense):
Interest expense		-			(5,115	)					(5,115	)
Foreign exchange loss		-			7,227						7,227

Total other income (expense)		-			2,112			-			2,112

Net loss		(2,534,118	)		(1,777,109	)		(733,667	)		(5,044,894	)

Other comprehensive income (loss):
Cumulative foreign currency translation adjustment		-			29,741						29,741

Comprehensive loss		(2,534,118	)		(1,747,368	)		(733,667	)		(5,015,153	)

Net loss per common share - basic and diluted		(0.10	)		(0.03	)					(0.16	)

Weighted average number of common shares outstanding - basic and diluted		25,983,364			67,192,084			(67,192,084	)(1)		31,786,425
								5,803,061	(2)

Pro forma footnotes:

(1) To adjust Aixum Tec AG shares as if these shares were not issued and outstanding at beginning of the period.

(2) To adjust shares issued to Aixum Tec AG shareholders as if these shares were issued since beginning of the period.

(3) To record amortization of intangible assets acquired from Aixum Tec AG as if the Company had these assets at beginning of the period.

MobileBits Holding Corporation and Aixum Tec AG.

Pro forma Combined Statements of Operations

(Unaudited)

	MobileBits
	Holdings
	Corporation			Aixum Tec AG
	For the nine			For the nine
	months ended			months ended			Pro forma			Pro forma
	07/31/12			09/30/12			Adjustments			Combined

Revenues		386,887			151,706			(4,452	)(4)		534,141
Cost of revenues		(195,786	)		-						(195,786	)

Gross profit		191,101			151,706			(4,452	)		338,355

Operating expenses:
Selling, general and administrative		13,215,833			835,218						14,051,051
Depreciation and amortization		783,120			187,558			183,417	(3)		1,154,095

Total operating expenses		13,998,953			1,022,776			183,417			15,205,146

Loss from operations		(13,807,852	)		(871,070	)		(187,869	)		(14,866,791	)

Other income (expense):
Other expense		-			(804	)					(804	)
Gain on lawsuit settlement		88,801			-						88,801
Interest expense		(212,546	)		(25,253	)					(237,799	)
Foreign exchange loss		(12,462	)		-						(12,462	)

Total other income (expense)		(136,207	)		(26,057	)		-			(162,264	)

Net loss		(13,944,059	)		(897,127	)		(187,869	)		(15,029,055	)

Other comprehensive income (loss):
Cumulative foreign currency translation adjustment		-			30,896			-			30,896
											-
Comprehensive loss		(13,944,059	)		(866,231	)		(187,869	)		(14,998,159	)

Net loss per common share - basic and diluted		(0.26	)		(0.01	)					(0.25	)

Weighted average number of common shares outstanding - basic and diluted		53,305,399			65,821,205			(65,821,205	)(1)		59,108,460
								5,803,061	(2)

Pro forma footnotes:

(1) To adjust Aixum Tec AG shares as if these shares were not issued and outstanding at beginning of the period.

(2) To adjust shares issued to Aixum Tec AG shareholder as if there shares were issued since beginning of the period.

(3) To record amortization of intangible assets acquired from Aixum Tec AG as if the Company had these assets at beginning of the period.

(4) To eliminate an intercompany transaction.

Attached files

Stock widget

Investing forum

MobileBits Holdings Corp Reports