Sito Mobile (SITOQ) 8-K/A Financial Statements and Exhibits

Exhibit 99.2

SITO MOBILE, LTD.

PRO FORMA UNAUDITED CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2014

	SITO Mobile		DoubleVision		Adjustments				Combined
Current Assets:
Cash and cash equivalents	$	1,976,201	$	178,955	$	(400,000	)	[A]	$	1,755,156
Accounts receivable, net – current portion		1,603,209		56,315		(26,647	)	[B]		1,632,877
Prepaid consulting		354,158		-		-				354,158
Other prepaid expenses		229,581		6,150		-				235,731
Note receivable – discontinued operations		-		15,000		-				15,000
Total current assets		4,163,149		256,420		(426,647	)			3,992,922
Other assets:
Property and equipment, net		231,426		22,185		-				253,611
Accounts receivable, net		450,000		-		-				450,000
Capitalized software development costs, net		350,486		236,663		-				587,149
Patents		367,172		-		-				367,172
Patent application costs		1,028,096		-		-				1,028,096
Software license		831,000		-		-				831,000
Other assets including security deposits		116,412		-		-				116,412
Goodwill		-		-		3,482,884		[C]		3,482,884
Total assets	$	7,537,741	$	515,268	$	3,056,237			$	11,109,246

Notes

[A] To record the $400,000 SITO Mobile cash payment to holder of the DoubleVision Networks, Inc. convertible debenture having $331,194 in principal and interest outstanding and a $68,806 conversion premium payment required under the terms of debenture that is charged to interest expense for the nine month ended June 30, 2014.

[B] To eliminate $52,413 of media placement services that SITO Mobile, Ltd. purchased from DoubleVision Networks, Inc. during the nine months ended June 30, 2014, and the $26,647 balance for the services that SITO Mobile, Ltd. owed to DoubleVision Networks, Inc. as of June 30, 2014.

[C] SITO Mobile acquired all of the outstanding capital stock of DoubleVision Networks, Inc. for a contractual price of $3,680,000 million that was paid by issuing 8,000,000 shares of SITO Mobile, Ltd. common stock to shareholders of DoubleVision Networks, Inc. at an agreed-upon valuation of $.41 per share, plus a cash payment of $400,000 to the holder of the DoubleVision Networks, Inc. convertible debenture. The $3,482,884 excess of the fair value of the total consideration over the estimated fair value of the net assets was recorded as goodwill, which was primarily attributable to the synergies expected from combining the technologies, including complementary products that will enhance the Company’s overall product portfolio, and the value of the workforce that became Company employees following the closing of the acquisition. The shareholder’s equity of DoubleVision Networks, Inc., which becomes a wholly owned subsidiary of SITO Mobile, Ltd. upon acquisition, is eliminated in consolidation.

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SITO MOBILE, LTD.

PRO FORMA UNAUDITED CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2014

		SITO Mobile			DoubleVision			Adjustments				Combined
Current liabilities:
Accounts payable	$	1,498,296		$	261,205		$	(26,647	)	[B]	$	1,732,854
Accrued expenses		726,186			-			-				726,186
Deferred licensing revenue		303,082			-			-				303,082
Accrued compensation – related party		265,719			756,666			-				1,022,385
Convertible debenture – related party		629,755			331,194			(331,194	)	[A]		629,755
Loans from Co-founders		-			20,284			-				20,284
Convertible debentures – unrelated parties		3,480,949			-			-				3,480,949
Current portion of capital lease obligation		16,578			-			-				16,578
Total current liabilities		6,920,565			1,369,349			(357,841	)			7,932,073
Long-term portion of capital lease obligation		16,914			-			-				16,914
Total liabilities		6,937,479			1,369,349			(357,841	)			7,948,987
Stockholders’ equity:
Preferred stock		-			38			(38	)	[C]		-
Common stock		142,729			748			8,000		[C]		150,729
								(748	)	[C]
Treasury stock		-			(30,000	)		30,000		[C]		-
Additional paid-in capital		133,269,919			409,126			3,272,000		[C]		136,541,919
								(409,126	)	[C]
Accumulated deficit		(132,812,386	)		(1,233,993	)		68,806		[A]		(133,532,389	)
								445,184		[C]
Total stockholders’ equity		600,262			(854,081	)		3,414,078				3,160,259
Total liabilities and stockholders’ equity	$	7,537,741		$	515,268		$	3,056,237			$	11,109,246

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SITO MOBILE, LTD.

PRO FORMA UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED JUNE 30, 2014

	SITO Mobile			DoubleVision			Adjustments				Combined
Revenue
Wireless applications	$	5,844,468		$	-		$	-			$	5,844,468
Licensing and royalties		821,918			-			-				821,918
Media placement		201,500			862,595			(52,413	)	[B]		1,011,682
		6,867,886			862,595			(52,413	)			7,678,068
Cost of Sales		2,453,343			358,772			(52,413	)			2,759,702
Gross Profit		4,414,543			503,823			-				4,918,366
Operating Expenses
General and administrative (including stock based compensation)		3,369,460			118,773			-				3,488,233
Compensation expense (including stock based compensation)*		2,887,094			572,539			-				3,459,633
Depreciation and amortization		453,935			37,678			-				491,613
Research and development		48,326			-			-				48,326
Total operating expenses		6,758,815			728,990			-				7,487,805
Loss from operations		(2,344,272	)		(225,167	)		-				(2,569,439	)
Other Income (Expenses)
Interest expense		(569,097	)		(11,219	)		(68,806	)	[A]		(649,122	)
Forgiveness of interest on note payable – related party		-			81,914			-				81,914
Loss on impairment of software		-			(31,950	)		-				(31,950	)
Total other income (expense)		(569,097	)		38,745			(68,806	)			(599,158	)
Net loss before income taxes		(2,913,369	)		(186,422	)		(68,806	)			(3,168,597	)
Provision for income taxes		-			-			-				-
Net loss	$	(2,913,369	)	$	(186,422	)	$	(68,806	)		$	(3,168,597	)
Basic and diluted loss per share	$	(0.02	)		-			-			$	(0.02	)
Weighted average shares outstanding		142,101,080			-			-				142,101,080
Details of stock based compensation included within:
Compensation Expense	$	388,520		$	11,699		$	-			$	400,219
General Administrative		1,060,242			-			-				1,060,242
Total	$	1,448,762		$	11,699		$	-			$	1,460,461

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