UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Exhibit
9.2
UNAUDITED
PRO FORMA CONDENSED
COMBINED
FINANCIAL STATEMENTS
On
April
21, 2006, APO Health, Inc., a Nevada corporation (“APO”), entered into a
definitive Agreement and Plan of Merger (the “Merger Agreement”) with APO Health
Acquisition Corp, Inc., a Nevada corporation and wholly-owned subsidiary of
APO
(“APO Acquisition”), and Jupiter Global Holdings, Corp., a Nevada corporation
(“Jupiter”). The Merger Agreement provided that upon the terms and subject to
the conditions set forth in the Merger Agreement, APO Acquisition will merge
with and into Jupiter, with Jupiter being the surviving corporation and a
wholly-owned subsidiary of APO.
On
May
11, 2006, the above-referenced parties to the Agreement and Plan of Merger
consummated the Merger Agreement and the Merger Agreement became effective
as of
May 11, 2006, the date that the Articles of Merger were accepted for filing
by
the Nevada Secretary of State. As of May 11, 2006, APO changed its name to
PAIVIS, Corp. (“PAIVIS”), and a trading symbol for PAIVIS will be announced
shortly.
As
of May
11, 2006, each share of Common Stock of Jupiter issued and outstanding
immediately prior to the Effective Time of the Merger Agreement was converted
into and become a right to receive 0.46232085067036500 of a share of
common stock of APO (the “Conversion Price”), and are automatically canceled and
retired and cease to exist as of the Effective Time of the Merger. Although
the
Effective Date of the Merger was May 11, 2006, trading in the common shares
of
Jupiter did not cease until May 18, 2006, resulting in the Registrant’s
conclusion that the actual date that Merger Shares were to issue to Jupiter
shareholders, was May 18, 2006.
The
aggregate consideration is estimated to be $14,000,750, based on management’s
estimate of the fair market value of the common and preferred stock based on
the
market prices at the time of transaction.
Because
the owners of JUPITER held approximately 85% of PAIVIS’s outstanding common
stock after the Combination, and in addition to the Company’s analysis of other
criteria used for determining which entity is the accounting acquirer under
SFAS
No.141, Jupiter is deemed to be the acquiring company for accounting purposes
and the Combination has been accounted for using the reverser merger method
of
accounting for business combinations in accordance with accounting principles
generally accepted in the United States. The audited financial statements of
JUPITER for the two years ended December 31, 2004 and 2003 are attached as
an
exhibit to this Form 8-K/A.
Under
this method of accounting, the combined company will allocate the fair market
value of $14,000,750. The unaudited pro forma condensed combined
financial statements are based on respective historical consolidated financial
statements included in this Form 8-K/A and the audited financial statements
of
PAIVIS for each of the two years ended September 30, 2006 and 2005 which are
included in the PAIVIS on Form 10-KSB, filed with the Securities and Exchange
Commission.
The
unaudited pro forma consolidated balance sheet combine the historical balance
sheets of the PAIVIS and Jupiter as of September 30, 2006, giving effect to
the
transaction described in the Agreement dated April 12, 2006 (“Acquisition”) as
if it had occurred on October 1, 2005.
The
unaudited pro forma consolidated statements of operations combine the historical
statements of operations of the PAIVIS and Jupiter for the year ended September
30, 2006, giving effect to the transaction as if it had occurred on October
1,
2005.
The
unaudited pro forma condensed combined financial statements data is based on
estimates and assumptions described in the notes to them. This data is presented
for information purposes only and is not intended to represent or be indicative
of the consolidated results of operations or financial condition of PAIVIS
that
would have been reported had the merger been completed as of the dates
presented, and should not be taken as representative of future consolidated
results of operations or financial condition of PAIVIS.
The
unaudited pro forma condensed combined financial statements should be read
in
conjunction with the related notes included in this Form 8-K/A and the audited
financial statements of PAIVIS which are included in the PAIVIS Annual Report
on
Form 10-KSB, filed with the Securities and Exchange Commission and the audited
financial statements of Jupiter which are attached as exhibits to this Form
8-K/A. The unaudited pro forma condensed combined financial statements are
not
necessarily indicative of what the actual results of operations and financial
position would have been had the merger taken place on October 1, 2005, and
do
not indicate future results of operations or financial position.
-1-
PAIVIS
Corp.
Pro-forma
Consolidated Balance
Sheet
September
30, 2006
(Stated
in US Dollars)
|
PAIVIS
Corp
|
JUPITER
Global Holdings Corp
|
Adjustments
|
Pro-forma
|
|||||||||||||||||
|
ASSETS
|
||||||||||||||||||||
|
Cash
|
$ |
514
|
$ |
88,163
|
$ | $ |
88,678
|
|||||||||||||
|
Accounts
Receivable
|
-
|
407,034
|
407,034
|
|||||||||||||||||
|
Tax
Recoverable
|
-
|
7,453
|
7,453
|
|||||||||||||||||
|
Prepaid
Expenses
|
-
|
28,009
|
28,009
|
|||||||||||||||||
|
Advance
to Subsidiary
|
86,939
|
-
|
(86,939 | ) |
(a)
|
|||||||||||||||
| $ |
87,454
|
$ |
530,660
|
$ | (86,939 | ) | $ |
531,174
|
||||||||||||
|
Goodwill
|
-
|
3,103,499
|
3,146,456
|
(b)
|
6,249,955
|
|||||||||||||||
|
Investments
|
14,000,750
|
-
|
(14,000,750 | ) |
(b)
|
-
|
||||||||||||||
|
Capital
Assets
|
-
|
100,961
|
-
|
100,961
|
||||||||||||||||
| $ |
14,088,204
|
$ |
3,735,120
|
$ | (10,941,234 | ) | $ |
6,882,090
|
||||||||||||
|
LIABILITIES
|
||||||||||||||||||||
|
Current
|
||||||||||||||||||||
|
A/P
& Accrued Expenses
|
$ |
93,695
|
$ |
4,866,316
|
$ |
-
|
$ |
4,960,011
|
||||||||||||
|
Loans
and Advances payable
|
278,441
|
2,376,680
|
-
|
2,655,121
|
||||||||||||||||
|
Advances
from Parent
|
-
|
86,939
|
(86,939 | ) |
(a)
|
-
|
||||||||||||||
| $ |
372,135
|
$ |
7,329,936
|
$ | (86,939 | ) | $ |
7,615,132
|
||||||||||||
|
Minority interest
|
-
|
7,147
|
-
|
7,147
|
||||||||||||||||
|
STOCKHOLDERS’
DEFICIENCY
|
||||||||||||||||||||
|
Share
Capital
|
||||||||||||||||||||
|
Common
Stock
|
6,112
|
1,001,304
|
(1,001,304 | ) |
(b)
|
6,112
|
||||||||||||||
|
Preferred
Stock
|
379
|
25,005
|
(25,005 | ) |
(b)
|
379
|
||||||||||||||
|
Additional
Paidin Capital
|
16,448,832
|
12,313,571
|
(12,313,571 | ) |
(b)
|
16,448,832
|
||||||||||||||
|
Deficit
|
(2,739,255 | ) | (16,941,843 | ) |
2,485,586
|
(17,195,512 | ) | |||||||||||||
| $ |
13,716,068
|
$ | (3,594,816 | ) | $ | (10,854,294 | ) | $ | (733,042 | ) | ||||||||||
| $ |
14,088,204
|
$ |
3,735,120
|
$ | (10,941,234 | ) | $ |
6,882,090
|
||||||||||||
-2-
PAIVIS
Corp.
Pro-forma
Consolidated Income Statement
Year
Ended September 30, 2006
(Stated
in US Dollars)
|
PAIVIS
Corp
|
JUPITER
Global Holdings Corp
|
Pro-forma
|
||||||||||||||||||
|
Revenue
|
$ |
-
|
$ |
6,904,783
|
$ |
6,904,783
|
||||||||||||||
|
Cost
of services
|
-
|
(6,746,835 | ) | (6,746,835 | ) | |||||||||||||||
|
Expenses
|
(253,669 | ) | (3,989,659 | ) | (4,243,328 | ) | ||||||||||||||
|
Loss from
operations
|
$ | (253,669 | ) | $ | (3,831,711 | ) | $ | (4,085,380 | ) | |||||||||||
|
Minority
Interest in loss of Subsidiary
|
-
|
|||||||||||||||||||
|
Net
Loss
|
$ | (4,085,380 | ) | |||||||||||||||||
-3-
NOTES
TO
THE UNAUDITED PRO FORMA CONDENSED
COMBINED
FINANCIAL STATEMENTS FOR SEPTEMBER 30, 2006
The
unaudited pro forma condensed combined financial statements have been prepared
in accordance with generally accepted accounting principles in the United States
after eliminating all material intercompany accounts and transactions. The
acquisition is being accounted for under the reverser merger of
accounting.
The
purchase price is allocated as follows:
|
Fair
Market Value of stock given in acquisition
|
$ |
14,000,750
|
||
|
Comprised
of:
|
||||
|
Stock
Consideration
|
10,854,294
|
|||
|
Goodwill
|
3,146,456
|
|||
|
|
||||
|
Total
Purchase Consideration
|
$ |
14,000,750
|
||
|
|
||||
|
Common
Stock
|
1,001,304
|
|||
|
Preferred
Stock
|
25,005
|
|||
|
Additional
Paid in Capital
|
12,313,571
|
|||
|
Accumulated
Deficit
|
(2,485,586 | ) | ||
|
|
||||
| $ |
10,854,294
|
|||
Under
the
terms of the agreement and in accordance with SFAS No. 141, for accounting
purposes, Jupiter has been deemed to be the acquirer. As at the date
of transactions, the fair market value of stock given in the acquisition is
estimated to be $14,000,750, and is allocated as indicated
above. These numbers do not include the effects, if any; of
adjustments that might result from the amortization of any potential
identifiable intangible assets (separate from goodwill) or impairment of the
goodwill recognized. In addition, there have been no allocations towards
reorganization costs.
The
following pro forma adjustments have been recorded to reflect the
acquisition:
Condensed
Combined Balance Sheet--adjustments to reflect the acquisition as if it had
occurred on October 1, 2005:
(a) The
elimination of inter company advance of $86,939.
(b) The
adjustment to record goodwill, inter company investment, pre-acquisition
shareholder’s equity and accumulated deficit.
The
unaudited pro forma condensed combined information reflects our best estimates;
however the actual financial position and results of operations may differ
from
the pro forma amounts reflected herein because of various factors, including,
without limitation, access to additional information, changes in value and
changes in operating results between the date of preparation of the unaudited
pro forma condensed combined financial information and the date on which the
acquisition closed. However, in the opinion of management any final
adjustments will not be material to the future financial position and/or results
of operations of PAIVIS Corp.
-4-
