Exhibit 13.4
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION.
On October 31, 2011, Anthus Life Corp. (“Anthus”) completed its acquisition of the shares and certain assets of Stakool, Inc. (“STKO”). The following unaudited pro forma combined balance sheets and income statements are based on historical financial statements of the companies. The unaudited pro forma combined financial statements are provided for information purposes only. The pro forma financial statements are not necessarily indicative of what the financial position or results of operations actually would have been had the acquisition been completed at the dates indicated below. In addition, the unaudited pro forma combined financial statements do not purport to project the future financial position or operating results of the combined company. The unaudited pro forma combined financial information has been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. For pro forma purposes:
• | The Unaudited Pro Forma Combined Balance Sheets as of December 31, 2010 combines the historical balance sheets of the companies as of December 31, 2010, giving effect to the acquisition as if it had occurred on January 1, 2010. |
• | The Unaudited Pro Forma Combined Income Statements for the year ended December 31, 2010 combines the historical income statements of the companies for the year ended December 31, 2010, giving effect to the acquisition as if it had occurred on January 1, 2010. |
• | The Unaudited Pro Forma Combined Balance Sheets as of December 31, 2009 combines the historical balance sheets of the companies as of December 31, 2009, giving effect to the acquisition as if it had occurred on January 1, 2009. |
• | The Unaudited Pro Forma Combined Income Statements for the year ended December 31, 2009 combines the historical income statements of the companies for the year ended December 31, 2009, giving effect to the acquisition as if it had occurred on January 1, 2009. |
STAKOOL, INC.
TABLE OF CONTENTS
DECEMBER 31, 2010 AND 2009
Pro Forma Combined Balance Sheets as of | |
December 31, 2010 (Unaudited) | 2 |
| |
Pro Forma Combined Statements of Operations | |
for the Year Ended December 31, 2010 (Unaudited) | 3 |
| |
Pro Forma Combined Balance Sheets as of | |
December 31, 2009 (Unaudited) | 4 |
| |
Pro Forma Combined Statements of Operations | |
for the Year Ended December 31, 2009 (Unaudited) | 5 |
| |
Notes to the Pro Forma Adjustments | 6 |
STAKOOL, INC.
PRO FORMA COMBINED BALANCE SHEETS (Unaudited)
AS OF DECEMBER 31, 2010
ASSETS | | Stakool, Inc. | | | Anthus Life Corp. | | | Eliminations | | | Total | |
Current Assets | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 7,305 | | | $ | 87,431 | | | | | | $ | 94,736 | |
Prepaid expenses and taxes | | | 0 | | | | 5,966 | | | | | | | 5,966 | |
Inventories | | | 0 | | | | 24,706 | | | | | | | 24,706 | |
Notes receivable | | | 0 | | | | 35,000 | | | | | | | 35,000 | |
Total Current Assets | | | 7,305 | | | | 153,103 | | | | | | | 160,408 | |
| | | | | | | | | | | | | | | |
Property and Equipment, Net | | | 0 | | | | 1,262 | | | | | | | 1,262 | |
| | | | | | | | | | | | | | | |
Other Assets | | | | | | | | | | | | | | | |
Note receivable | | | 200,000 | | | | 0 | | | | (200,000 | )a | | | 0 | |
Deposit | | | 0 | | | | 1,700 | | | | | | | | 1,700 | |
Total Other Assets | | | 200,000 | | | | 1,700 | | | | | | | | 1,700 | |
| | | | | | | | | | | | | | | | |
TOTAL ASSETS | | $ | 207,305 | | | $ | 156,065 | | | | | | | $ | 163,370 | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY (DEFICIT) | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | 64,643 | | | $ | 4,864 | | | | (64,643 | )a | | $ | 4,864 | |
Accrued interest – related party | | | 0 | | | | 3,199 | | | | | | | | 3,199 | |
Notes payable | | | 168,503 | | | | 0 | | | | (168,503 | )a | | | 0 | |
Note payable – related party | | | 0 | | | | 35,000 | | | | | | | | 35,000 | |
Due to director | | | 0 | | | | 100 | | | | | | | | 100 | |
Total Current Liabilities | | | 233,146 | | | | 43,163 | | | | | | | | 43,163 | |
| | | | | | | | | | | | | | | | |
EQUITY (DEFICIT) | | | | | | | | | | | 6,537 | b | | | | |
Common stock | | | 68,297 | | | | 3,785 | | | | (3,785 | )c | | | 74,834 | |
| | | | | | | | | | | 33,146 | a | | | | |
| | | | | | | | | | | (6,537 | )b | | | | |
Additional paid in capital | | | 6,014,363 | | | | 368,815 | | | | 3,785 | c | | | 6,413,572 | |
Accumulated deficit | | | (6,108,501 | ) | | | (259,698 | ) | | | | | | | (6,368,199 | ) |
Total Equity (Deficit) | | | (25,841 | ) | | | 112,902 | | | | | | | | 120,207 | |
| | | | | | | | | | | | | | | | �� |
TOTAL LIABILITIES AND EQUITY (DEFICIT) | | $ | 207,305 | | | $ | 156,065 | | | | | | | $ | 163,370 | |
STAKOOL, INC.
PRO FORMA COMBINED STATEMENTS OF OPERATIONS (Unaudited)
FOR THE YEAR ENDED DECEMBER 31, 2010
| | Stakool, Inc. | | | Anthus Life Corp. | | | Totals | |
| | | | | | | | | |
GROSS REVENUES | | $ | 0 | | | $ | 4,813 | | | $ | 4,813 | |
COST OF GOODS SOLD | | | 0 | | | | 5,526 | | | | 5,526 | |
GROSS PROFIT | | | 0 | | | | (713 | ) | | | (713 | ) |
| | | | | | | | | | | | |
OPERATING EXPENSES | | | 157,117 | | | | 190,844 | | | | 347,961 | |
LOSS FROM OPERATIONS | | | (157,117 | ) | | | (191,557 | ) | | | (348,674 | ) |
| | | | | | | | | | | | |
OTHER INCOME (EXPENSE) | | | (112,364 | ) | | | (2,100 | ) | | | (114,464 | ) |
| | | | | | | | | | | | |
LOSS BEFORE PROVISION FOR INCOME TAXES | | | (269,481 | ) | | | (193,657 | ) | | | (463,138 | ) |
| | | | | | | | | | | | |
PROVISION FOR INCOME TAXES | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | |
NET LOSS | | $ | (269,481 | ) | | $ | (193,657 | ) | | $ | (463,138 | ) |
STAKOOL, INC.
PRO FORMA COMBINED BALANCE SHEETS (Unaudited)
AS OF DECEMBER 31, 2009
ASSETS | | Stakool, Inc. | | | Anthus Life Corp. | | | Eliminations | | | Total | |
Current Assets | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 100 | | | $ | 5,943 | | | | | | $ | 6,043 | |
Prepaid expenses and taxes | | | 0 | | | | 16,000 | | | | | | | 16,000 | |
Inventories | | | 0 | | | | 34,029 | | | | | | | 34,029 | |
Total Current Assets | | | 100 | | | | 55,972 | | | | | | | 56,072 | |
| | | | | | | | | | | | | | | |
Property and Equipment, Net | | | 0 | | | | 0 | | | | | | | 0 | |
| | | | | | | | | | | | | | | |
Other Assets | | | | | | | | | | | | | | | |
Investments, net | | | 58,000 | | | | 0 | | | | (58,000 | )a | | | 0 | |
Total Other Assets | | | 58,000 | | | | 0 | | | | | | | | 0 | |
| | | | | | | | | | | | | | | | |
TOTAL ASSETS | | $ | 58,100 | | | $ | 55,972 | | | | | | | $ | 56,072 | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY (DEFICIT) | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | 64,000 | | | $ | 6,614 | | | | (64,000 | )a | | $ | 6,614 | |
Accrued expenses – related party | | | 0 | | | | 500 | | | | | | | | 500 | |
Accrued interest – related party | | | 0 | | | | 1,099 | | | | | | | | 1,099 | |
Notes payable | | | 301,925 | | | | 0 | | | | (301,925 | )a | | | 0 | |
Note payable – related party | | | 0 | | | | 35,000 | | | | | | | | 35,000 | |
Due to director | | | 0 | | | | 100 | | | | | | | | 100 | |
Total Current Liabilities | | | 365,925 | | | | 43,213 | | | | | | | | 43,213 | |
| | | | | | | | | | | | | | | | |
EQUITY (DEFICIT) | | | | | | | | | | | 74,767 | b | | | | |
Common stock | | | 67 | | | | 788 | | | | (788 | )c | | | 74,834 | |
| | | | | | | | | | | 307,925 | a | | | | |
| | | | | | | | | | | (74,767 | )b | | | | |
Additional paid in capital | | | 5,531,128 | | | | 78,012 | | | | 788 | c | | | 5,843,086 | |
Accumulated deficit | | | (5,839,020 | ) | | | (66,041 | ) | | | | | | | (5,905,061 | ) |
Total Equity (Deficit) | | | (307,825 | ) | | | 12,759 | | | | | | | | 12,859 | |
| | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND EQUITY (DEFICIT) | | $ | 58,100 | | | $ | 55,972 | | | | | | | $ | 56,072 | |
STAKOOL, INC.
PRO FORMA COMBINED STATEMENTS OF OPERATIONS (Unaudited)
FOR THE YEAR ENDED DECEMBER 31, 2009
| | Stakool, Inc. | | | Anthus Life Corp. | | | Totals | |
| | | | | | | | | |
GROSS REVENUES | | $ | 0 | | | $ | 0 | | | $ | 0 | |
COST OF GOODS SOLD | | | 0 | | | | 0 | | | | 0 | |
GROSS PROFIT | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | |
OPERATING EXPENSES | | | 0 | | | | 64,942 | | | | 64,942 | |
LOSS FROM OPERATIONS | | | 0 | | | | (64,942 | ) | | | (64,942 | ) |
| | | | | | | | | | | | |
OTHER INCOME (EXPENSE) | | | 0 | | | | (1,099 | ) | | | (1,099 | ) |
| | | | | | | | | | | | |
LOSS BEFORE PROVISION FOR INCOME TAXES | | | 0 | | | | (66,041 | ) | | | (66,041 | ) |
| | | | | | | | | | | | |
PROVISION FOR INCOME TAXES | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | |
NET LOSS | | $ | 0 | | | $ | (66,041 | ) | | $ | (66,041 | ) |
STAKOOL, INC.
NOTES TO THE PRO FORMA ADJUSTMENTS (Unaudited)
DECEMBER 31, 2010 AND 2009
(a) Elimination of assets and liabilities not included in share and asset acquisition
(b) Acquisition of 74,834,313 shares of Stakool, Inc. stock by Anthus Life Corp.
(c) 1 to 1 share exchange for Anthus Life Corp. common stock to Stakool, Inc. shares of common stock