Live Ventures (LIVE) 8-K/A Financial Statements and Exhibits

Exhibit 99.2

LiveDeal, Inc.,

and Modern Everyday, Inc.

Pro Forma Consolidated Financial Statements

(unaudited)

Contents

	Page
Pro Forma Consolidated Financial Statements:
Pro Forma Consolidated Balance Sheet
as of June 30, 2014 (unaudited)	F-2
Pro Forma Consolidated Statements of Operations
for the nine months ended June 30, 2014 (unaudited)	F-3
Pro Forma Consolidated Statements of Operations
for the year ended September 30, 2013 (unaudited)	F-4
Notes to Pro Forma Consolidated Financial Statements (unaudited)	F-5

F-1

Live Deal, Inc.,

and Modern Everyday, Inc.

Pro Forma Consolidated Balance Sheet

June 30, 2014

(unaudited)

	LiveDeal, Inc.			Modern Everyday, Inc.		Pro forma Adjustments				Pro forma Consolidated
	(historical)			(historical)
Assets
Cash and cash equivalents	$	10,343,408		$	204,557	$	(1,100,000	)	a	$	9,447,965
Accounts receivable, net		1,612,533			208,666						1,821,199
Inventory		676,636			1,127,392						1,804,028
Prepaid expenses and other current assets		654,017			259,962						913,979
Total current assets		13,286,594			1,800,577		(1,100,000	)			13,987,171
Accounts receivable, long term portion, net		44,638			–						44,638
Property and equipment, net		144,368			8,350						152,718
Deposits and other assets		53,863			19,392						73,255
Intangible assets, net		2,830,362			111,376		1,439,553				4,381,291
Total assets	$	16,359,825		$	1,939,695	$	339,553			$	18,639,073
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable	$	702,797		$	302,471	$	–			$	1,005,268
Accrued liabilities		887,410			313,787		198,000		a		1,399,197
Loan Payable		–			70,000						70,000
Derivative liability		198,037			–						198,037
Deferred Revenue		–			243						243
Notes Payable		473,236			418,620		530,363		a		1,422,219
Total current liabilities		2,261,480			1,105,121		728,363				4,094,964
Loan payable - long term		–			243,764				��		243,764
Total liabilities		2,261,480			1,348,885		728,363				4,338,728
Stockholders' equity:
Series E convertible preferred stock		10,866									10,866
Common stock		14,375					50		a		14,425
Paid in capital		44,334,102			230,000		(28,050	)	a		44,536,052
Accumulated deficit		(30,260,998	)		360,810		(360,810	)	a		(30,260,998	)
Total stockholders' equity		14,098,345			590,810		(388,810	)			14,300,345
Total liabilities and stockholders' equity	$	16,359,825		$	1,939,695	$	339,553			$	18,639,073

See accompanying notes to pro forma consolidated financial statements

F-2

LiveDeal, Inc.,

and Modern Everyday, Inc.

Pro Forma Consolidated Statement of Operations

For the Nine Months ended June 30, 2014

(unaudited)

	LiveDeal, Inc.			Modern Everyday, Inc.			Pro forma Adjustments				Pro forma Consolidated
		(Historical)			(Historical)
Net revenues	$	3,945,897		$	7,902,758		$	–			$	11,848,655
Cost of services		2,746,465			4,490,504							7,236,969
Gross profit		1,199,432			3,412,254			–				4,611,686
Operating expenses:
General and administrative expenses		3,658,497			716,926			215,933		b		4,591,356
Sales and marketing expenses		409,061			2,777,604							3,186,665
Total operating expenses		4,067,558			3,494,530			215,933				7,778,021
Operating loss		(2,868,126	)		(82,276	)		(215,933	)			(3,166,335	)
Other expense:
Interest expense, net		(284,082	)		(70,947	)		(39,777	)	c		(394,806	)
Other income		284,480			52,102							336,582
Gain (loss) on derivative liability		(58,185	)									(58,185	)
Total other expense, net		(57,787	)		(18,845	)		(39,777	)			(116,409	)
Net loss	$	(2,925,913	)	$	(101,121	)	$	(255,710	)		$	(3,282,744	)
Earnings per share - basic and diluted:	$	(0.23	)								$	(0.26	)
Weighted average common shares outstanding:
Basic and diluted		12,751,344										12,801,344

See accompanying notes to pro forma consolidated financial statements

F-3

LiveDeal, Inc.,

and Modern Everyday, Inc.

Pro Forma Consolidated Statement of Operations

For the Year Ended September 30, 2013

	LiveDeal, Inc.			Modern Everyday, Inc.			Pro forma Adjustments				Pro forma Consolidated
		(Historical)			(Historical)
Net revenues	$	2,351,868		$	7,159,343		$	–			$	9,511,211
Cost of services		916,331			3,728,343							4,644,674
Gross profit		1,435,537			3,431,000			–				4,866,537
Operating expenses:
General and administrative expenses		4,114,843			829,166			287,911		b		5,231,920
Sales and marketing expenses		58,788			2,483,647							2,542,435
Total operating expenses		4,173,631			3,312,813			287,911				7,774,355
Operating income (loss)		(2,738,094	)		118,187			(287,911	)			(2,907,818	)
Other expense:
Interest expense, net		(3,291,031	)		(104,462	)		(53,036	)	c		(3,448,529	)
Other income		279,403			209,222							488,625
Total other expense, net		(3,011,628	)		104,760			(53,036	)			(2,959,904	)
Income (loss) from continuing operations		(5,749,722	)		222,947			(340,947	)			(5,867,722	)
Discontinued operations
Income from discontinued component, including disposal costs		2,708			656,314							659,022
Income from discontinued operations		2,708			656,314			–				659,022
Net income (loss)	$	(5,747,014	)	$	879,261		$	(340,947	)		$	(5,208,700	)
Earnings per share - basic and diluted:
Loss from continuing operations	$	(1.84	)								$	(1.84	)
Discontinued operations	$	0.00									$	0.21
Net loss	$	(1.84	)								$	(1.64	)
Weighted average common shares outstanding:
Basic and diluted		3,131,420										3,181,420

See accompanying notes to pro forma consolidated financial statements

F-4

LiveDeal, Inc.,

and Modern Everyday, Inc.

Notes to Pro Forma Consolidated Financial Statements

NOTE 1 - BASIS OF PRESENTATION

On August 24, 2014, LiveDeal, Inc. (“LiveDeal”) and Modern Everyday Inc., a Delaware corporation (“MEI”), entered into a Stock Purchase Agreement whereby LiveDeal acquired 100% of the issued and outstanding shares of common stock (the “Shares”) of MEI.

The accompanying pro forma consolidated balance sheet presents the accounts of LiveDealand MEIas if the acquisition occurred June 30, 2014. The accompanying pro forma consolidated statement of operations presents the accounts of LiveDeal andMEI for the nine months ended June 30, 2014 and the year ended September 30, 2014, as if the acquisition occurred on October 1, 2012.

The following adjustments would be required if the acquisition occurred as indicated above:

a. To allocate the purchase price of $2,030,363 consisting of $1,100,000 in cash, a non-interest bearing note payable of $600,000 (imputed interest at 10% per annum resulting in present value of $530,363) and 50,000 shares of the Company’s common stock with a guaranteed value of $400,000;

b. To record amortization of the purchased intangible assets assuming an estimated useful life of 60 months; and

c. To record interest expense on the $600,000 acquisition note payable.

The unaudited consolidated pro forma financial information is presented for informational purposes only and is subject to a number of uncertainties and assumptions and do not purport to represent what the company’s actual performance or financial position would have been had the transaction occurred on the dates indicated and does not purport to indicate the financial position or results of operations as of any future date or for any future period.

F-5