Attached files

file filename
8-K/A - CURRENT REPORT - PwrCor, Inc.ramc_8ka.htm
EX-16.1 - LETTER FROM AUDITOR - PwrCor, Inc.ramc_ex161.htm
EX-99.2 - AUDITED FINANCIAL STATEMENTS - PwrCor, Inc.ramc_ex992.htm
EX-99.1 - AUDITED FINANCIAL STATEMENTS - PwrCor, Inc.ramc_ex991.htm
EX-99.3 - UNAUDITED FINANCIAL STATEMENTS - PwrCor, Inc.ramc_ex993.htm



Unaudited Pro-Forma Combined Financial Information



On March 29, 2013, Receivable Acquisition & Management Corporation, a Delaware corporation (“RAMCO”, or “the Company”), Cornerstone Program Advisors LLC, a Delaware limited liability company (“Cornerstone”) and Sustainable Energy Industries, Inc. a Delaware corporation (“Sustainable”), entered into a definitive merger agreement (the “Agreement”). The merger was completed on May 15, 2013. Pursuant to the terms of the Agreement, two wholly-owned subsidiaries of the Company were separately merged into Sustainable and Cornerstone, with Sustainable and Cornerstone surviving as individual subsidiaries of the Company (the “Merger”). In connection with the Merger, the Company entered into a voluntary share exchange transaction (the “Exchange”) whereby the Company acquired all of the issued and outstanding membership units of Cornerstone and the issued and outstanding shares of Sustainable in exchange for the issuance to the members of Cornerstone and issuance to the shareholders of Sustainable an aggregate of approximately 176,400,000 shares of Common Stock of the Company. After the Merger the members of Cornerstone and Sustainable held 90% of the outstanding common stock in the Company.

The unaudited pro forma condensed combined financial statements presented as of and for the six months ended March 31, 2013, and for the fiscal year ended September 30, 2012, include historical financial information of the Company that has been derived from its historical financial statements as of and for the six months ended March 31, 2013, and for the fiscal year ended September 30, 2012. The financial information of Cornerstone and Sustainable has been derived from its historical financial records as of and for the six months ended March 31, 2013, and for its fiscal year ended December 31, 2012.

The unaudited pro forma condensed combined statement of operations for the six months ended March 31, 2013, and for the year ended September 30, 2012, gives effect to the Merger as if it had occurred on October 1, 2011 .The unaudited pro forma condensed combined balance sheet gives effect to the Merger as if it had occurred on March 31, 2013.

The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (i) directly attributable to the transaction; (ii) factually supportable; and (iii) with respect to the unaudited pro forma condensed combined statement of operations, expected to have a continuing impact on the combined results.

The pro forma adjustments have been developed based on assumptions and estimates, including assumptions relating to the consideration to be paid and the allocation of the purchase price to the assets acquired and liabilities assumed based on preliminary estimates of fair value. The final purchase price and the purchase price allocation may differ from that reflected in the unaudited pro forma condensed combined financial statements after final valuation procedures are performed and amounts are finalized. These differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and do not purport to represent what the actual combined results of operations or the combined financial position of the Company would have been had the Merger occurred on the dates assumed, nor are they necessarily indicative of future combined results of operations or financial position.








Unaudited Condensed Combined Pro Forma Balance Sheet at

March 31, 2013




 

 

RAMCO

 

Cornerstone

 

Sustainable

 

Pro Forma

Adjustments
(1)

 

Adjusted Pro
Forma Totals

ASSETS

 


 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

Cash and cash
equivalents

$

41,059

$

44,421

$

215

$

-

$

85,695

Accounts receivable

 

-

 

322,900

 

-

 

-

 

322,900

Total Current
Assets

$

41,059

$

367,321

$

215

$

-

$

408,595

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND
STOCKHOLDERS’
EQUITY

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

 

 

Accounts payable and
accrued expenses

$

8,844

$

97,205

$

1,902

$

(8,844)

$

99,107

Due to shareholders

 

-

 

2,000

 

7,621

 

-

 

9,621

Total Current
Liabilities

 

8,844

 

99,205

 

9,523

 

(8,844)

 

108,728

Stockholders’ Deficit

 

 

 

 

 

 

 

 

 

 

Common Stock

 

18,699

 

-

 

-

 

168,291

 

186,990

Additional paid-in capital

 

725,433

 

-

 

-

 

(725,433)

 

-

Accumulated (deficit)
equity

 

(711,917)

 

268,116

 

(9,308)

 

565,986

 

112,877

Total Stockholders’
Equity

 

32,215

 

268,116

 

(9,308)

 

8,844

 

299,867

Total Liabilities
and Stockholders’
Equity

$

41,059

$

367,321

$

215

$

-

$

408,595


(1)

Adjustments represent effects to the combined financial statements assuming the reverse merger occurred on March 31, 2013 and the members/shareholders of Cornerstone and Sustainable acquired 90% of RAMCO’s common stock.





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Unaudited Condensed Combined Pro Forma Statements of Operations -

Year Ended September 30, 2012




 

 

RAMCO -
Year Ended
September 30,
2012

 

Cornerstone -
Year Ended
December 31,
2012

 

Sustainable -
Year Ended
December 31,
2012

 

Pro
Forma
Adjustments
(2)

 

Adjusted Pro
Forma
Totals

 

 


 

 

 

 

 

 

 

 

Revenue

$

84,535

$

709,024

$

-

$

(84,535)

$

709,024

Other income

 

891

 

2,013

 

-

 

(891)

 

2,013

Total Income

 

85,426

 

711,037

 

-

 

(85,426)

 

711,037

 

 

 

 

 

 

 

 

 

 

 

Consulting fees

 

-

 

419,054

 

-

 

-

 

419,054

General and
administrative

 

90,877

 

28,420

 

13,641

 

(90,877)

 

42,061

Total Operating
Expenses

 

90,877

 

447,474

 

13,641

 

(90,877)

 

461,115

 

 

 

 

 

 

 

 

 

 

 

Other
Income/Expenses

 

 

 

 

 

 

 

 

 

 

Interest income

 

88

 

-

 

-

 

(88)

 

-

Impairment of notes
receivable

 

(165,000)

 

-

 

-

 

165,000

 

-

Debt relief

 

22,025

 

-

 

-

 

(22,025)

 

-

Total Other
Income/Expenses

$

(142,887)

 

-

 

-

 

142,887

 

-

Net (Loss) Income

 

(148,338)

$

263,563

$

(13,641)

$

148,338

$

249,922

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss
per share

 

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares
of common stock
outstanding - basic

 

17,948,896

 

 

 

 

 

 

 

 


 

(2)  The Pro-Forma adjustment gives effect to the Merger as if it occurred at the beginning of the period, with the operations of Cornerstone and Sustainable becoming the ongoing operations of the combined company.






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Unaudited Condensed Combined Pro Forma Statements of Operations -

Six Months Ended March 31, 2013





 

 

RAMCO

 

Cornerstone

 

Sustainable

 

Pro Forma

Adjustments
(2)

 

Adjusted Pro
Forma Totals

 

 


 

 

 

 

 

 

 

 

Revenue

$

25,305

$

366,236

$

-

$

(25,305)

$

366,236

Other income

 

24

 

-

 

-

 

(24)

 

-

Total Income

 

25,329

 

366,236

 

-

 

(25,329)

 

366,236

 

 

 

 

 

 

 

 

 

 

 

Consulting fees

 

 

 

333,037

 

-

 

-

 

333,037

General and administrative

 

40,906

 

17,965

 

23,866

 

(40,906)

 

41,831

Total Operating
Expenses

 

40,906

 

351,002

 

23,866

 

(40,906)

 

374,868

Net (Loss) Income

$

(15,577)

$

15,234

$

(23,866)

$

15,577

$

(8,632)

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss
per share

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares
of common stock
outstanding - basic

 

17,948,896

 

 

 

 

 

 

 

 



(2)

The Pro-Forma adjustment gives effect to the Merger as if it occurred at the beginning of the period, with the operations of Cornerstone and Sustainable becoming the operations of the combined company.









* * * * *



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