Exhibit No. 99.4
SHEARSON FINANCIAL NETWORK AND SUBSIDIARY
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND
THE YEAR ENDED DECEMBER 31, 2005
Introduction to Pro Forma Consolidated Financial Statements | F-2 |
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Pro Forma Consolidating Balance Sheet as of June 30, 2006 (Unaudited) | F-3 |
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Pro Forma Consolidating Statements of Operations for the Six Months ended June 30, 2006 (Unaudited) | F-4 |
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Pro Forma Consolidating Balance Sheet as of December 31, 2005 (Unaudited) | F-5 |
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Pro Forma Consolidating Statements of Operations for the Year Ended December 31, 2005 (Unaudited) | F-6 |
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Notes to Pro Forma Consolidated Financial Statements | F-7 |
Shearson Financial Network, Inc.
Introduction of Pro Forma Consolidated Financial Statements
(UNAUDITED)
The accompanying unaudited pro forma consolidated financial statements as of June 30, 2006 and December 31, 2005, gives effect to the purchase of certain assets and liabilities, (“Purchase”) as if the Purchase occurred on January 1, 2006 and January 1, 2005. The accompanying unaudited pro forma consolidated financial statements for the six month's ended June, 30 2006 and the year ended December 31, 2005, gives effect to the Purchase as if it occurred on the first day of each respective period presented.
The unaudited pro forma consolidated financial information is provided for illustrative purposes only and is not necessarily indicative of the results that would have occurred if the Purchase had occurred on the first day of the periods presented. The unaudited pro forma financial statements should not be construed as being representative of future operating results or financial position of the Company and should be read in conjunction with the accompanying notes to the unaudited pro forma consolidated financial statements.
SHEARSON FINANCIAL NETWORK AND SUBSIDIARY
PRO FORMA CONSOLIDATING BALANCE SHEET
FOR THE SIX MONTHS ENDED JUNE 30, 2006
| | Shearson Financial Network | | Ehome | | Debit | | Credit | | | | Pro Forma Amount | |
| | | | | | | | | | | | | | | | | | | |
ASSETS: | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | |
Cash | | $ | 110,625 | | $ | 576,777 | | | | | | (576,777 | ) | | (1) | | $ | 110,625 | |
Loans available for sale | | | 4,994,271 | | | 4,994,271 | | | | | | (4,994,271 | ) | | (1) | | | 4,994,271 | |
Loan receivable | | | - | | | 39,750 | | | | | | (39,750 | ) | | (1) | | | - | |
Accounts receivable | | | 297,152 | | | 812,764 | | | | | | (812,764 | ) | | (1) | | | 297,152 | |
Other current assets | | | 268,595 | | | 239,497 | | | | | | (239,497 | ) | | (1) | | | 268,595 | |
Total current assets | | | 5,670,643 | | | 6,663,058 | | | | | | | | | | | | 5,670,643 | |
| | | | | | | | | | | | | | | | | | | |
Fixed assets: | | | | | | | | | | | | | | | | | | | |
Property and equipment, net | | | 1,565,487 | | | 267,178 | | | | | | (267,178 | ) | | (1) | | | 1,565,487 | |
Total fixed assets | | | 1,565,487 | | | 267,178 | | | | | | | | | | | | 1,565,487 | |
| | | | | | | | | | | | | | | | | | | |
Other assets: | | | | | | | | | | | | | | | | | | | |
Goodwill | | | 3,887,040 | | | - | | | 610,809 | | | | | | (2) | | | 4,497,849 | |
Other assets | | | 25,701 | | | - | | | | | | | | | | | | 25,701 | |
Total other assets | | | 3,912,740 | | | - | | | | | | | | | | | | 4,523,549 | |
| | | | | | | | | | | | | | | | | | | |
TOTAL ASSETS | | $ | 11,148,870 | | $ | 6,930,236 | | | | | | | | | | | $ | 11,759,679 | |
| | | | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
LIABILITIES: | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | 1,109,601 | | $ | 1,350,654 | | | | | | (1,350,654 | ) | | (1) | | $ | 1,109,601 | |
Bridge notes payable | | | 869,682 | | | | | | | | | | | | | | | 869,682 | |
Accrued interest payable | | | 72,010 | | | | | | | | | | | | | | | 72,010 | |
Notes payable | | | 410,183 | | | 181,000 | | | | | | (181,000 | ) | | (1) | | | 410,183 | |
Notes payable - related party | | | 808,396 | | | | | | | | | | | | | | | 808,396 | |
Line of credit | | | 7,591,469 | | | 4,923,253 | | | | | | (4,923,253 | ) | | (1) | | | 7,591,469 | |
Total current liabilities | | | 10,861,341 | | | 6,454,907 | | | | | | | | | | | | 10,861,341 | |
| | | | | | | | | | | | | | | | | | | |
Long term debt | | | 500,000 | | | - | | | | | | | | | | | | 500,000 | |
| | | | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES | | | 11,361,341 | | | 6,454,907 | | | | | | | | | | | | 11,361,341 | |
| | | | | | | | | | | | | | | | | | | |
Stockholders' equity: | | | | | | | | | | | | | | | | | | | |
Common stock | | | 99,598 | | | 600,200 | | | | | | (600,200 | ) | | (1) | | | 99,598 | |
Preferred Stock | | | 3,000,000 | | | | | | | | | | | | | | | 3,000,000 | |
Capital account | | | - | | | 1,868,564 | | | | | | (1,868,564 | ) | | (1) | | | - | |
Additional paid-in capital | | | 23,350,403 | | | 7,398,091 | | | | | | (7,398,091 | ) | | (1) | | | 23,350,403 | |
Treasury stock, cost method | | | - | | | (521,380 | ) | | 521,380 | | | | | | (1) | | | - | |
Accumulated (deficit) | | | (26,662,472 | ) | | (8,870,145 | ) | | 9,480,955 | | | | | | (3) | | | (26,051,662 | ) |
Total stockholders' equity | | | (212,471 | ) | | 475,329 | | | | | | | | | | | | 398,339 | |
| | | | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 11,148,870 | | $ | 6,930,236 | | | | | | | | | | | $ | 11,759,679 | |
SHEARSON FINANCIAL NETWORK AND SUBSIDIARY
PRO FORMA CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2006
| | Shearson Financial | | | | Pro Forma Adjustments | | | | Pro Forma | |
| | Network | | Ehome | | Debit | | Credit | | | | Amount | |
Revenues: | | | | | | | | | | | | | |
Loan origination | | $ | 1,718,800 | | $ | 5,996,353 | | | | | | | | | | | $ | 7,715,153 | |
Other income | | | - | | | 41,884 | | | | | | (41,884 | ) | | (1) | | | - | |
Total revenues | | | 1,718,800 | | | 6,038,236 | | | | | | | | | | | | 7,715,153 | |
- | | | | | | | | | | | | | | | | | | | |
Cost of Sales | | | 526,545 | | | 2,745,820 | | | | | | (13,714 | ) | | (1) | | | 3,258,651 | |
| | | | | | | | | | | | | | | | | | | |
Gross Profit | | | 1,192,255 | | | 3,292,417 | | | | | | | | | | | | 4,456,502 | |
| | | | | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | | | | |
Salary & wages & payroll taxes | | | 1,567,189 | | | 1,535,946 | | | | | | (509,851 | ) | | (1) | | | 2,593,283 | |
Selling, general and administrative | | | 479,730 | | | 2,131,067 | | | | | | (750,166 | ) | | (1) | | | 1,860,631 | |
Professional fees | | | 1,729,850 | | | 879,861 | | | | | | (879,861 | ) | | (1) | | | 1,729,850 | |
Depreciation expense | | | 307,352 | | | - | | | | | | | | | | | | 307,352 | |
Total expenses | | | 4,084,121 | | | 4,546,873 | | | | | | | | | | | | 6,491,116 | |
| | | | | | | | | | | | | | | | | | | |
(Loss) income from operations | | | (2,891,866 | ) | | (1,254,457 | ) | | | | | | | | | | | (2,034,614 | ) |
| | | | | | | | | | | | | | | | | | | |
Other (expense) income | | | | | | | | | | | | | | | | | | | |
Other income | | | - | | | 46,757 | | | | | | (401 | ) | | (1) | | | 46,356 | |
Interest expense | | | (88,933 | ) | | (28,586 | ) | | 16,527 | | | | | | (1) | | | (100,991 | ) |
Forgiveness of debt | | | 5,150,000 | | | - | | | | | | | | | | | | 5,150,000 | |
Total other (expense) income | | | 5,061,067 | | | 18,171 | | | | | | | | | | | | 5,095,365 | |
| | | | | | | | | | | | | | | | | | | |
Loss related to minority shareholder interest | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 2,169,200 | | $ | (1,236,285 | ) | | | | | | | | | | $ | 3,060,750 | |
| | | | | | | | | | | | | | | | | | | |
Net income per share basic and diluted | | | | | | | | | | | | | | | | | | | |
Weighted average number of common shares outstanding, basic and diluted | | $ | 0.04 | | | | | | | | | | | | | | $ | 0.05 | |
| | | 62,012,424 | | | | | | | | | | | | | | | 62,012,424 | |
PRO FORMA CONSOLIDATING BALANCE SHEET
FOR THE YEAR ENDED DECEMBER 31, 2005
| | Shearson Financial Network | | Ehome | | Debit | | Credit | | | | Pro Forma Amount | |
| | | | | | | | | | | | | |
ASSETS: | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | |
Cash | | $ | 21,401 | | $ | 796,261 | | | | | | | | | | | | 817,662 | |
Loans available for sale | | | 831,200 | | | 9,364,210 | | | | | | | | | | | | 10,195,410 | |
Accounts receivable | | | 107,321 | | | 1,468,433 | | | | | | (1,395,000 | ) | | (1) | | | 180,754 | |
Other current assets | | | 433,280 | | | 412,832 | | | | | | | | | | | | 846,112 | |
Total current assets | | | 1,393,203 | | | 12,041,736 | | | | | | | | | | | | 12,039,938 | |
| | | | | | | | | | | | | | | | | | | |
Fixed assets: | | | | | | | | | | | | | | | | | | | |
Property and equipment, net | | | 1,664,571 | | | 202,289 | | | | | | | | | | | | 1,866,860 | |
Total fixed assets | | | 1,664,571 | | | 202,289 | | | | | | | | | | | | 1,866,860 | |
| | | | | | | | | | | | | | | | | | | |
Other assets: | | | | | | | | | | | | | | | | | | | |
Goodwill | | | 1,372,916 | | | - | | | | | | | | | | | | 1,372,916 | |
Other assets | | | - | | | 53,920 | | | | | | (53,920 | ) | | (1) | | | - | |
Total other assets | | | 1,372,916 | | | 53,920 | | | | | | | | | | | | 1,372,916 | |
| | | | | | | | | | | | | | | | | | | |
TOTAL ASSETS | | $ | 4,430,690 | | $ | 12,297,945 | | | | | | | | | | | $ | 15,279,714 | |
| | | | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
LIABILITIES: | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | 1,690,101 | | $ | 1,857,247 | | | | | | (1,161,219 | ) | | (1) | | | 2,386,129 | |
Bridge notes payable | | | 5,869,682 | | | - | | | | | | | | | | | | 5,869,682 | |
Accrued interest payable | | | 140,794 | | | 69,158 | | | | | | | | | | | | 209,952 | |
Notes payable | | | 333,173 | | | 211,000 | | | | | | (211,000 | ) | | (1) | | | 333,173 | |
Notes payable - related party | | | 767,846 | | | - | | | | | | | | | | | | 767,846 | |
Line of credit | | | 3,497,073 | | | 9,364,350 | | | | | | | | | | | | 12,861,423 | |
Total current liabilities | | | 12,298,669 | | | 11,501,755 | | | | | | | | | | | | 22,428,205 | |
| | | | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES | | | 12,298,669 | | | 11,501,755 | | | | | | | | | | | | 22,428,205 | |
| | | | | | | | | | | | | | | | | | | |
Stockholders' equity: | | | | | | | | | | | | | | | | | | | |
Common stock | | | 37,544 | | | 600,200 | | | | | | (600,200 | ) | | (1) | | | 37,544 | |
Preferred Stock | | | - | | | | | | 3,000,000 | | | | | | (2) | | | 3,000,000 | |
Capital account | | | - | | | 8,351,230 | | | | | | (8,351,230 | ) | | (1) | | | - | |
Additional paid-in capital | | | 20,926,149 | | | | | | | | | | | | | | | 20,926,149 | |
Treasury stock, cost method | | | - | | | (521,380 | ) | | 521,380 | | | | | | (1) | | | - | |
Accumulated (deficit) | | | (28,831,673 | ) | | (7,633,860 | ) | | 5,353,349 | | | | | | (1) | | | (31,112,184 | ) |
Total stockholders' equity | | | (7,867,979 | ) | | 796,190 | | | | | | | | | | | | (7,148,491 | ) |
| | | | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 4,430,690 | | $ | 12,297,945 | | | | | | | | | | | $ | 15,279,714 | |
SHEARSON FINANCIAL NETWORK AND SUBSIDIARY
PRO FORMA CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2005
| | Shearson Financial | | | | Pro Forma Adjustments | | | | Pro Forma | |
| | Network | | Ehome | | Debit | | Credit | | | | Amount | |
Revenues: | | | | | | | | | | | | | |
Loan origination | | $ | 6,826,190 | | $ | 10,506,674 | | | | | | | | | | | $ | 17,332,864 | |
Other income | | | - | | | 878,886 | | | | | | (878,886 | ) | | (1) | | | - | |
Total revenues | | | 6,826,190 | | | 11,385,560 | | | | | | | | | | | | 17,332,864 | |
- | | | | | | | | | | | | | | | | | | | |
Cost of Sales | | | 2,786,367 | | | 1,119,890 | | | | | | | | | | | | 3,906,257 | |
| | | | | | | | | | | | | | | | | | | |
Gross Profit | | | 4,039,822 | | | 10,265,670 | | | | | | | | | | | | 13,426,607 | |
| | | | | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | | | | |
Salary & wages & payroll taxes | | | 3,143,080 | | | 4,672,087 | | | | | | (1,387,860 | ) | | (1) | | | 6,427,308 | |
Selling, general and administrative | | | 3,926,577 | | | 11,190,543 | | | | | | (2,906,968 | ) | | (1) | | | 12,210,152 | |
Professional fees | | | 3,041,777 | | | 911,621 | | | | | | (911,621 | ) | | (1) | | | 3,041,777 | |
Depreciation expense | | | 684,820 | | | 99,492 | | | | | | | | | | | | 784,312 | |
Total expenses | | | 10,796,254 | | | 16,873,743 | | | | | | | | | | | | 22,463,548 | |
| | | | | | | | | | | | | | | | | | | |
(Loss) income from operations | | | (6,756,432 | ) | | (6,608,073 | ) | | | | | | | | | | | (9,036,941 | ) |
| | | | | | | | | | | | | | | | | | | |
Other (expense) income | | | | | | | | | | | | | | | | | | | |
Interest income | | | - | | | 3,292 | | | | | | (3,292 | ) | | (1) | | | - | |
Interest expense | | | (184,290 | ) | | (46,751 | ) | | | | | 46,751 | | | (1) | | | (184,290 | ) |
Debt discount expense | | | (2,904,110 | ) | | - | | | | | | | | | | | | (2,904,110 | ) |
Impairment of goodwill | | | (732,105 | ) | | - | | | | | | | | | | | | (732,105 | ) |
Loss on disposal of assets | | | (352,829 | ) | | (239,164 | ) | | | | | 239,164 | | | (1) | | | (352,829 | ) |
Other income | | | - | | | 2,050,000 | | | | | | (2,050,000 | ) | | (1) | | | - | |
Total other (expense) income | | | (4,173,333 | ) | | 1,767,377 | | | | | | | | | | | | (4,173,334 | ) |
| | | | | | | | | | | | | | | | | | | |
Dividens on preferred shares | | | (69,481 | ) | | | | | | | | | | | | | | (69,481 | ) |
| | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (10,999,245 | ) | $ | (4,840,696 | ) | | | | | | | | | | $ | (13,279,756 | ) |
| | | | | | | | | | | | | | | | | | | |
Net income per share basic and diluted | | | | | | | | | | | | | | | | | | | |
Weighted average number of common shares outstanding, basic and diluted | | $ | (0.50 | ) | | | | | | | | | | | | | $ | (0.61 | ) |
| | | 21,942,476 | | | | | | | | | | | | | | | 21,942,476 | |
(1) The adjustments reflect the activity not related to the purchase by assuming the transaction had closed on January 1, 2006 for the period ended June 30, 2006 and assuming the transaction had closed on January 1, 2005 for the year ended December 31, 2005.
(2) The adjustment acknowledges the consideration and any associated goodwill.
(3) This adjustment reflects the accumulated deficit for the year ended December 31, 2005 of the EHC not related to the purchase.
SHEARSON FINANCIAL NETWORK, INC. AND SUBSIDIARY
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(1) Pro Forma Adjustments:
On June 9, 2006, Shearson Financial Network, Inc.(“the Company”) purchased certain assets and defined liabilities of eHome Credit Corp. (“EHC”), for consideration of 7,500 shares of our Series A-1 Preferred Stock valued at approximately $3,000,000.
Shearson Financial Network’s unaudited pro forma consolidated financial statements for the six month period ended June 30, 2006 is derived from Shearson Financial Network’s unaudited consolidated financial statements for the period as filed on Form 10QSBA on May 29, 2007 and eHome Credit Corp. unaudited statement of income for the six months ended June 30, 2006 as provided by eHome Credit Corp.
Shearson Financial Network’s unaudited pro forma consolidated financial statements for the year ended December 31, 2005 is derived from Shearson Financial Network’s consolidated financial statements as filed on Form 10KSBA on May 22, 2006 and eHome Credit Corp. audited financial statements for the year ended December 31, 2005, as provided by eHome Credit Corp.
On November 20, 2006, the Company amended its Asset Purchase Agreement with eHome Credit Corp., adjusting the asset and liabilities purchased, as well as the consideration. The consideration was amended as follows; for consideration of $3,000,000 in Company’s Preferred Stock; the Company shall purchase from EHC, a total of $3,568,761 in assets and assume $3,082,885 in liabilities, or net assets and liabilities of $485,876. The related financial information regarding the change in consideration and the reduction of assets and liabilities purchased is reflected in the Company’s Form 10QSBA for the period ended June 30, 2006, as filed on May 29, 2007.
Pro forma adjustments were made to the unaudited consolidated Financial statements for the six months ended June 30, 2006 assuming the transaction had occurred on January 1, 2006 to include EHC’s earnings for the six months ended June 30, 2006 as attributable to the assets less liabilities purchased.
Pro forma adjustments were made to the consolidated financial statements for the year ended December 31, 2005 assuming the transaction had occurred on January 1, 2005 to include EHC’s financial operations for the year ended December 31, 2005, as attributable to the assets less liabilities purchased.
F-7