Exhibit 99.2
PRO FORMA FINANCIAL INFORMATION
UPSNAP, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2007
| | | | | | | | Proforma Adjustments | | | |
ASSETS | | UpSnap Inc. | | | Duratech Group Inc. | | | Amount | | Explanation | | Consolidated Balance | |
| | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 19,382 | | | $ | - | | | $ | (19,382 | ) | | | $ | - | |
Accounts receivable, net | | | 285,472 | | | | 293,584 | | | | (285,472 | ) | | | | 293,584 | |
Advances | | | 11,028 | | | | 2,531 | | | | (11,028 | ) | | | | 2,531 | |
Notes Receivable | | | - | | | | - | | | | | | | | | - | |
Due from related parties | | | - | | | | - | | | | | | | | | - | |
Inventory | | | - | | | | 1,955,640 | | | | | | | | | 1,955,640 | |
Other current assets | | | 17,812 | | | | - | | | | (17,812 | ) | | | | - | |
Total Current Assets | | | 333,694 | | | | 2,251,755 | | | | (333,694 | ) | | | | 2,251,755 | |
| | | | | | | | | | | | | | | | | |
Property, Plant and Equipment, net | | | 81,111 | | | | 167,082 | | | | (81,111 | ) | | | | 167,082 | |
| | | | | | | | | | | | | | | | | |
Other Assets: | | | | | | | | | | | | | | | | | |
Other Intagibles | | | 756,585 | | | | - | | | | (756,585 | ) | | | | - | |
Pre-Merger Costs | | | 238,556 | | | | - | | | | (238,556 | ) | | | | - | |
Goodwill | | | 4,677,862 | | | | - | | | | (4,677,862 | ) | | | | - | |
Security deposits | | | 1,115 | | | | 87,996 | | | | (1,115 | ) | | | | 87,996 | |
| | | | | | | | | | | | | | | | | |
TOTAL ASSETS | | $ | 6,088,923 | | | $ | 2,506,833 | | | $ | (6,088,923 | ) | | | $ | 2,506,833 | |
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LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | | | | | | |
Payables and accrued liabilities | | $ | 252,566 | | | $ | 527,953 | | | $ | (252,566 | ) | | | $ | 527,953 | |
Customer deposit | | | - | | | | 103,500 | | | | | | | | | 103,500 | |
Bank Overdraft | | | - | | | | 202,063 | | | | | | | | | 202,063 | |
Notes Payable, current | | | - | | | | 495,244 | | | | | | | | | 495,244 | |
Other current liabilites | | | 7,436 | | | | 353 | | | | (7,436 | ) | | | | 353 | |
Total Current Liabilities | | | 260,002 | | | | 1,329,113 | | | | (260,002 | ) | | | | 1,329,113 | |
| | | | | | | | | | | | | | | | | |
Other Liabilities: | | | | | | | | | | | | | | | | | |
Notes Payable | | | 113,500 | | | | 1,031,688 | | | | (113,500 | ) | | | | 1,031,688 | |
Due to Shareholder/Related Parties | | | - | | | | 430,195 | | | | | | | | | 430,195 | |
TOTAL LIABILITIES | | | 113,500 | | | | 1,461,882 | | | | (113,500 | ) | | | | 1,461,882 | |
| | | | | | | | | | | | | | | | | |
Commitments and contingencies | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Registered capital | | | - | | | | 48,040 | | | | (48,040 | ) | | | | - | |
Preferred stock | | | - | | | | - | | | | - | | | | | - | |
Common stock | | | 22,720 | | | | - | | | | 50,349 | | | | | 73,069 | |
Common stock subscribed | | | - | | | | - | | | | - | | | | | - | |
Additional paid-in capital | | | 8,769,194 | | | | (28,214 | ) | | | (8,771,503 | ) | | | | (30,523 | ) |
Accumulated Comprehensive Income | | | - | | | | - | | | | | | | | | - | |
Accumulated deficit | | | (3,076,493 | ) | | | (303,989 | ) | | | 3,053,773 | | | | | (326,709 | ) |
| | | | | | | | | | | | | | | | | |
Total Stockholders' Equity | | | 5,715,421 | | | | (284,162 | ) | | | (5,715,421 | ) | | | | (284,162 | ) |
| | | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 6,088,923 | | | $ | 2,506,833 | | | $ | (6,088,923 | ) | | | $ | 2,506,833 | |
The accompanying notes are an integral part of these financial statements.
UPSNAP, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE-MONTHS ENDED JUNE 30, 2008
| | | | | | | | Proforma Adjustments | | Consolidated | |
| | UpSnap, Inc. | | | Duratech Group Inc. | | | Amount | | Explanation | | Statement of Operations | |
| | | | | | | | | | | | | |
Sales | | $ | 470,970 | | | $ | 3,834,540 | | | $ | (470,970 | ) | | | $ | 3,834,540 | |
Cost of Sales | | | 186,589 | | | | 2,724,520 | | | | (186,589 | ) | | | | 2,724,520 | |
| | | | | | | | | | | | | | | | | |
Gross Profit | | | 284,381 | | | | 1,110,020 | | | | (284,381 | ) | | | | 1,110,020 | |
| | | | | | | | | | | | | | | | | |
Expense | | | | | | | | | | | | | | | | | |
General and administrative | | | 582,836 | | | | 977,024 | | | | (582,836 | ) | | | | 977,024 | |
Product development | | | 74,233 | | | | - | | | | (74,233 | ) | | | | - | |
Stock based compensation | | | 232,030 | | | | - | | | | (232,030 | ) | | | | - | |
Payroll expense | | | - | | | | 212,030 | | | | - | | | | | 212,030 | |
Interest expense | | | - | | | | 166,110 | | | | - | | | | | 166,110 | |
Bad debt expense | | | - | | | | 3,160 | | | | - | | | | | 3,160 | |
Merger costs | | | 307,215 | | | | - | | | | (307,215 | ) | | | | - | |
Impairment of Goodwill | | | 4,677,862 | | | | - | | | | (4,677,862 | ) | | | | - | |
Impairment of Intangible Assets | | | 588,455 | | | | - | | | | (588,455 | ) | | | | - | |
Depreciation and amortization | | | - | | | | 10,188 | | | | - | | | | | 10,188 | |
| | | | | | | | | | | | | | | | | |
| | | 6,462,631 | | | | 1,368,512 | | | | (6,462,631 | ) | | | | 1,368,512 | |
| | | | | | | | | | | | | | | | | |
Net income from operations | | | (6,178,250 | ) | | | (258,492 | ) | | | 6,178,250 | | | | | (258,492 | ) |
| | | | | | | | | | | | | | | | | |
Other Income (Expenses) | | | | | | | | | | | | | | | | | |
Gain on extinguishment | | | 113,500 | | | | - | | | | (113,500 | ) | | | | - | |
Gain on sale of assets | | | 2,092 | | | | - | | | | (2,092 | ) | | | | - | |
Interest income | | | - | | | | - | | | | - | | | | | - | |
Other income/(expense) | | | - | | | | 163,165 | | | | | | | | | 163,165 | |
| | | | | | | | | | | | | | | | | |
Net loss before tax and comprehensive income | | $ | (6,062,658 | ) | | $ | (95,327 | ) | | | 6,062,658 | | | | $ | (95,327 | ) |
| | | | | | | | | | | | | | | | | |
Other Comprehensive Income (Loss) | | | | | | | | | | | | | | | | | |
Foreign Currency Translation Gain/(Loss) | | | - | | | | - | | | | - | | | | | - | |
| | | | | | | | | | | | | | | | | |
Comprehensive Income (Loss) | | | (6,062,658 | ) | | | (95,327 | ) | | | 6,062,658 | | | | | (95,327 | ) |
| | | | | | | | | | | | | | | | | |
Income Tax | | | - | | | | - | | | | - | | | | | - | |
| | | | | | | | | | | | | | | | | |
Net Income | | $ | (6,062,658 | ) | | $ | (95,327 | ) | | | 6,062,658 | | | | $ | (95,327 | ) |
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Weighted average number of common shares outstanding | | | | | | | | | | | | | | | | 73,440,407 | |
| | | | | | | | | | | | | | | | | |
Net income per basis and diluted shares | | | | | | | | | | | | | | | $ | (0.00 | ) |
The accompanying notes are an integral part of these financial statements.
UPSNAP, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
FOR YEAR ENDED SEPTEMBER 30, 2007 AND NINE-MONTHS ENDED JUNE 30, 2008
Introduction to Unaudited Pro Forma Consolidated Financial Statements
The following unaudited pro forma consolidated statements of operations reflect adjustments to the UpSnap Inc. historical statements of operations for the nine-months ended June 30, 2008 to give effect to:
The reverse merger (which was completed on September 17, 2008) as if it had occurred on October 1, 2006. In a transaction accounted for as a reverse merger, Duratech Group Inc. is treated as the accounting acquirer.
The unaudited pro forma consolidated statements of operations for the nine-months ending June 30, 2008 are not necessarily indicative of what the actual results of operations of UpSnap, Inc. would have been assuming the transactions had been completed as set forth above, nor do they purport to represent UpSnap Inc.'s results of operations for future periods.
The following unaudited pro forma consolidated balance sheets reflect adjustments to the UpSnap Inc. historical balance sheet at September 30, 2007 to give effect to this reverse merger
(a) | The Duratech Group Inc. numbers represent the balances at September 30, 2007 for the September 30, 2007 pro forma balance sheet. |
(b) | Issuance of UpSnap Inc. shares in exchange for Duratech Group Inc. equity to reflect that Duratech Group Inc. will hold 50,349,342 common shares of the combined company and options for 18,950,334 common shares of the Registrant |
The unaudited pro forma consolidated financial statements should be read in conjunction with the historical financial statements and related notes to Duratech Group Inc. which is included in this form 8-K and the historical financial statements of UpSnap Inc. which are included with its filings to the SEC.