Exhibit 99.2
INVESTNET, INC.
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)
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INVESTNET, INC.
September 30, 2004
Introduction to Unaudited Pro Forma Consolidated Financial Statements
Pursuant to an Acquisition Agreement (the “Agreement”) dated as of October 12, 2004 by and between Investnet, Inc., (“Investnet” or the “Company”), a public company listed for trading on the Over-the-Counter Bulletin Board, and Jiang Jin Biao (the “Seller”), Investnet agrees to acquire all of the outstanding capital stock of Champion Agents Limited (“Champion”), a British Virgin Island company which is wholly owned by the Seller and operates a wholly owned subsidiary primarily in the Peoples Republic of China, in a business combination accounted for as a purchase. The Seller will receive the amount of common shares of Investnet which is equivalent to USD 600,000 in value. The price of the common stock of Investnet at the time of closing shall be valued at the arithmetical average of the five days of closi ng share prices prior to the closing date as defined in the Agreement. The closing date of the transaction was agreed to take place on December 13, 2004. Investnet would issue the total amount of 4,615,385 common shares to acquire a 100% interest in Champion.
The following unaudited pro forma consolidated financial statements give effect to the acquisition by Investnet of Champion, to be accounted for as a purchase. The unaudited pro forma consolidated financial statements are derived from the historical financial statements of Investnet and Champion.
The unaudited pro forma consolidated balance sheet gives effect to the acquisition as if it had occurred on January 1, 2004. The unaudited pro forma consolidated statement of operations gives effect to the acquisition as if it had occurred on January 1, 2004 and combines Investnet’s statements of operations with Champion’s statements of operations for the nine months ended September 30, 2004. The pro forma adjustments are based on certain assumptions that management believes are reasonable under the circumstances.
The pro forma information is not necessarily indicative of the results that would have been reported had such event actually occurred on the date specified, nor is it intended to project Investnet’s results of operations or financial position for any future period or date. The information set forth should be read in conjunction with Investnet’s audited consolidated financial statements for the year ended December 31, 2003, included in the Company’s Form 10-K Annual Report, and Form 10-Q for the quarter ended September 30, 2004, and the financial statements of Champion included elsewhere in this Form 8-K/A.
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INVESTNET, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
September 30, 2004
(Unaudited)
(Stated in US Dollars)
| | | | Champion | | | | | Pro Forma |
| | Investnet, | | Agents | | Pro Forma | | | Consolidated |
| | Inc. | | Limited | | Adjustments | | | Total |
| | | | | | | | | |
Assets | | | | | | | | | |
Current | | | | | | | | | |
Cash and cash equivalents | | 5,810 | | 26,416 | | | | | 32,226 |
Trade receivables, net | | - | | 62,106 | | | | | 62,106 |
Deposits and other | | | | | | | | | |
Receivables | | 119,189 | | 67,644 | | | | | 186,833 |
Due from a related party | | - | | 17,404 | | | | | 17,404 |
Inventories | | - | | 17,049 | | | | | 17,049 |
| | | | | | | | | |
| | 124,999 | | 190,619 | | | | | 315,618 |
Capital assets, net | | 1,289,825 | | 48,145 | | | | | 1,337,970 |
Goodwill | | - | | - | | 519,688 | [b] | | 519,688 |
| | | | | | | | | |
| | 1,414,824 | | 238,764 | | | | | 2,173,276 |
| | | | | | | | | |
Liabilities | | | | | | | | | |
Current | | | | | | | | | |
Accounts payables and other | | | | | | | | | |
accrued liabilities | | 109,183 | | 92,452 | | | | | 201,635 |
Short-term bank loans | | 86,803 | | - | | | | | 86,803 |
Income tax payable | | - | | 4,352 | | | | | 4,352 |
Due to related parties | | 240,257 | | 31,255 | | | | | 271,512 |
| | | | | | | | | |
| | 436,243 | | 128,059 | | | | | 564,302 |
Deferred taxes | | 33,342 | | - | | | | | 33,342 |
| | | | | | | | | |
| | 469,585 | | 128,059 | | | | | 597,644 |
| | | | | | | | | |
Stockholders’ Equity | | | | | | | | | |
Common stock | | 39,197 | | 1 | | 483 | [a] | | 39,680 |
| | | | | | (1) | [b] | | |
Additional paid-in capital | | 3,756,891 | | 60,474 | | 599,517 | [a] | | 4,356,408 |
| | | | | | (60,474) | [b] | | |
Accumulated other | | | | | | | | | |
comprehensive income | | 2,214 | | - | | | | | 2,214 |
Statutory public welfare | | | | | | | | | |
reserve | | - | | 31,781 | | (30,237) | [b] | | 1,544 |
Retained earnings | | | | | | | | | |
(accumulated deficit) | | (2,853,063) | | 18,449 | | 10,400 | [b] | | (2,824,214) |
| | | | | | | | | |
| | 945,239 | | 110,705 | | | | | 1,575,632 |
| | | | | | | | | |
| | 1,414,824 | | 238,764 | | | | | 2,173,276 |
| | | | | | | | | |
| | | | | | | | | |
See accompanying notes to financial statements.
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INVESTNET, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the nine months ended September 30, 2004
(Unaudited)
(Stated in US Dollars)
| | | | Champion | | | | | Pro Forma |
| | Investnet, | | Agents | | Pro Forma | | | Consolidated |
| | Inc. | | Limited | | Adjustments | | | Total |
| | | | | | | | | |
Net Revenues | | | | | | | | | |
Hardware and software sales | | - | | 715,780 | | | | | 715,780 |
Cost of sales | | - | | (668,230) | | | | | (668,230) |
| | | | | | | | | |
Gross profit | | - | | 47,550 | | | | | 47,550 |
IT services income | | 257 | | 86,143 | | | | | 86,400 |
Other income | | 36 | | 43,796 | | | | | 43,832 |
| | | | | | | | | |
| | 293 | | 177,489 | | | | | 177,782 |
| | | | | | | | | |
Expenses | | | | | | | | | |
Administrative expenses | | 434,478 | | 126,421 | | | | | 560,899 |
Consulting and marketing fees | | | | | | | | | |
and expenses | | 3,157,290 | | - | | | | | 3,157,290 |
Depreciation | | 310,314 | | 8,993 | | | | | 319,307 |
Finance costs | | 7,554 | | - | | | | | 7,554 |
Other operating expenses | | 1,019 | | - | | | | | 1,019 |
Selling and distribution costs | | 193 | | - | | | | | 193 |
| | | | | | | | | |
| | 3,910,848 | | 135,414 | | | | | 4,046,262 |
| | | | | | | | | |
Income (loss) from operations | | | | | | | | | |
before other items and taxes | | (3,910,555) | | 42,075 | | | | | (3,868,480) |
| | | | | | | | | |
Other items | | | | | | | | | |
Gain on disposal of capital | | | | | | | | | |
Assets | | 3,555 | | - | | | | | 3,555 |
| | | | | | | | | |
Income (loss) from operations | | | | | | | | | |
before taxes | | (3,907,000) | | 42,075 | | | | | (3,864,925) |
| | | | | | | | | |
Current taxes | | - | | (11,682) | | | | | (11,682) |
Deferred taxes recovery | | 100,113 | | - | | | | | 100,113 |
| | | | | | | | | |
Net income (loss) | | (3,806,887) | | 30,393 | | | | | (3,776,494) |
| | | | | | | | | |
Basic and diluted income (loss) | | | | | | | | | |
per share | | (0.10) | | | | | | | (0.10) |
| | | | | | | | | |
Weighted average shares | | | | | | | | | |
outstanding – basic and diluted | | 36,273,141 | | | | 483,092 | [a] | | 36,756,233 |
| | | | | | | | | |
See accompanying notes to financial statements.
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INVESTNET, INC.
NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004
(Stated in US Dollars)
(Unaudited)
Note 1
Pro Forma Adjustments
The following pro forma adjustments have been reflected in the pro forma financial information:
a.
To record the issuance of 483,092 common shares of Investnet to acquire 100% of the issued and outstanding shares of Champion. The price of the common stock of Investnet amounted to USD1.242 is valued at the arithmetical average of the five days of closing share prices prior to January 1, 2004 as if the acquisition had occurred on January 1, 2004.
b.
To eliminate capital stock and paid in capital of Investnet against paid in capital, reserve and retained earnings. Based on an evaluation of the net tangible assets acquired, Investnet has allocated the total cost of the acquisition of Champion as follows:
Total consideration | | 600,000 |
| | |
Net tangible assets acquired | | 80,312 |
Goodwill | | 519,688 |
| | |
| | 600,000 |
| | |
The pro forma consolidated financial statements reflect preliminary estimates of the allocation of the purchase price for the acquisition that may be adjusted.
Note 2
Reclassifications
Certain reclassifications have been included in the unaudited pro forma balance sheet to conform to statement presentations.
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