Unaudited Pro-Forma Combined Financial Information
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 |
| Adjusted Pro |
| ASSETS |
| |
|
|
|
|
|
|
|
|
| Current Assets |
|
|
|
|
|
|
|
|
| |
| Cash and cash | $ | 41,059 | $ | 44,421 | $ | 215 | $ | - | $ | 85,695 |
| Accounts receivable |
| - |
| 322,900 |
| - |
| - |
| 322,900 |
| Total Current | $ | 41,059 | $ | 367,321 | $ | 215 | $ | - | $ | 408,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND |
|
|
|
|
|
|
|
|
|
|
| Current Liabilities |
|
|
|
|
|
|
|
|
|
|
| Accounts payable and | $ | 8,844 | $ | 97,205 | $ | 1,902 | $ | (8,844) | $ | 99,107 |
| Due to shareholders |
| - |
| 2,000 |
| 7,621 |
| - |
| 9,621 |
| Total Current |
| 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) |
| (711,917) |
| 268,116 |
| (9,308) |
| 565,986 |
| 112,877 |
| Total Stockholders’ |
| 32,215 |
| 268,116 |
| (9,308) |
| 8,844 |
| 299,867 |
| Total Liabilities | $ | 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.
2
Unaudited Condensed Combined Pro Forma Statements of Operations -
Year Ended September 30, 2012
|
|
| RAMCO - |
| Cornerstone - |
| Sustainable - |
| Pro |
| Adjusted Pro |
|
|
| |
|
|
|
|
|
|
|
|
| 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 |
| 90,877 |
| 28,420 |
| 13,641 |
| (90,877) |
| 42,061 |
| Total Operating |
| 90,877 |
| 447,474 |
| 13,641 |
| (90,877) |
| 461,115 |
|
|
|
|
|
|
|
|
|
|
|
|
| Other |
|
|
|
|
|
|
|
|
|
|
| Interest income |
| 88 |
| - |
| - |
| (88) |
| - |
| Impairment of notes |
| (165,000) |
| - |
| - |
| 165,000 |
| - |
| Debt relief |
| 22,025 |
| - |
| - |
| (22,025) |
| - |
| Total Other | $ | (142,887) |
| - |
| - |
| 142,887 |
| - |
| Net (Loss) Income |
| (148,338) | $ | 263,563 | $ | (13,641) | $ | 148,338 | $ | 249,922 |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted loss |
| (0.01) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average shares |
| 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.
3
Unaudited Condensed Combined Pro Forma Statements of Operations -
Six Months Ended March 31, 2013
|
|
| RAMCO |
| Cornerstone |
| Sustainable |
| Pro Forma Adjustments |
| Adjusted Pro |
|
|
| |
|
|
|
|
|
|
|
|
| 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 |
| 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 | $ | (0.00) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average shares |
| 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.
* * * * *
4