EMAV HOLDINGS, INC.
Significant Notes and Assumptions to Pro-Forma Financial Statements
(Unaudited)
On December 27, 2013, EMAV Holdings, Inc., a Delaware corporation (sometimes referred to in this report as “EMAV Holdings” or the “Company”); EV Pop Acquisition Company, a Delaware corporation and a wholly-owned subsidiary of EMAV Holdings (sometimes referred to in this report as “Merger Sub”); and, Electric Motors and Vehicles Company, a Delaware corporation, entered into an Agreement and Plan of Merger and Reorganization, sometimes referred to in this report as the “Merger Agreement”. Pursuant to the Merger Agreement, Merger Sub merged with and into Electric Motors and Vehicles Company, and Electric Motors and Vehicles Company was the surviving corporation of the transaction, which is sometimes referred to in this report as the “Merger”. Following the closing of the Merger, Electric Motors and Vehicles Company became a wholly-owned subsidiary of EMAV Holdings, with the former stockholders of Electric Motors and Vehicles Company owning 97.3% of the outstanding shares of common stock of the combined company. At the closing of the Merger, EMAV Holdings issued 37,840,525 shares of common stock to the former stockholders of Electric Motors and Vehicles Company in exchange for all of the outstanding shares of capital stock of Electric Motors and Vehicles Company. In addition, EMAV Holdings assumed the obligation of Electric Motors and Vehicles Company to issue shares pursuant to all outstanding warrants.
The Merger closed concurrently with the execution and delivery of the Merger Agreement. Reference is hereby made to Item 2.01 regarding the completion of the Merger.
As used in this Current Report on Form 8-K, (i) all references to the “Combined Company” refer to EMAV Holdings, Inc. and its subsidiary (Electric Motors and Vehicles Company), following the closing of the Merger; and, (ii) unless the context otherwise indicates or requires, all references to “we,” “our” and “us” refer to the Combined Company from and after the closing of the Merger.
The accompanying unaudited pro-forma financial information reflects the financial statements of EMAV Holdings, Inc. and Electric Motors and Vehicles Company. The pro-forma adjustments to the balance sheet give effect to the acquisitions of Electric Motors and vehicles Company as if the transaction occurred on October 31, 2013. The pro-forma adjustments to the statements of operations give effect to the acquisitions as if the transaction occurred on November 1, 2012.
For the accounting treatment, the Merger is being accounted for as a reverse-merger and recapitalization. Electric Motors and Vehicles Company is the acquirer for financial reporting purposes and EMAV Holdings is the acquired company. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior to the Merger will be those of Electric Motors and Vehicles Company and will be recorded at the historical cost basis of Electric Motors and Vehicles Company, and the consolidated financial statements after completion of the Merger will include the assets and liabilities of EMAV Holdings and Electric Motors and Vehicles Company, and the historical operations of Electric Motors and Vehicles Company and operations of the Combined Company from the closing date of the Merger.
Significant assumptions include:
We eliminated the accounts payable and accounts receivable due to or from EMAV Holdings, Inc. and Electric Motor and Vehicle Company when combining the two entities Balance Sheets at October 31, 2013.
We incurred a non-recurring $10,000 of professional fees for legal and accounting related to the acquisition which is reflected as adjustments to accumulated deficit at October 31, 2013.
Depreciation of property and equipment has been given effect to the acquisitions as if they occurred on October 1, 2012.
The following reflect the pro-forma adjustments as at October 31, 2013:
