Oxford City Football Club (SKGP) 8-K/A Entry into a Material Definitive Agreement

WMX GROUP, INC.

UNAUDITED PRO-FORMA

COMBINED BALANCE SHEETS 

	December 31, 2011
	WMX Group, Inc. Amount			Smart Kids Group, Inc. Amount			Adjustment Amounts			Pro-forma Combined Financial Statements
ASSETS
Current assets:
Cash	$	8,272		$	538		$	—		$	8,810
Prepaid expenses		—			382,653			—			382,653
Total current assets		8,272			383,191			—			391,463
Property and equipment, net		2,807			227			—			3,034
Software development costs, net		—			2,750			—			2,750
		2,807			2,977			—			5,784
Total assets	$	11,079		$	386,168		$	—		$	397,247
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	2,000		$	181,377		$	—		$	183,377
Officer compensation payable		250,000			572,706			—			822,706
Total current liabilities		252,000			754,083			—			1,006,083
Total liabilities		252,000			754,083			—			1,006,083
Stockholders' deficit:
Preferred stock; $1 CAD par value, 100,000,000 shares authorized and
none issued and outstanding at December 31, 2011		—
Common stock; no par value, 500,000,000 shares authorized and
105,279,638 issued and outstanding at December 31, 2011		830,380			1,055			(1,055	)		830,380
Additional paid-in capital		—			3,262,447			(3,262,447	)		—
Common stock payable		—			81,643			(81,643	)		—
Due from related party		(297,052	)		—			—			(297,052	)
Accumulated deficit		(774,249	)		(3,713,060	)		3,345,145			(1,142,164	)
Total stockholders' deficit		(240,921	)		(367,915	)		—			(608,836	)
Total liabilities and stockholders' deficit	$	11,079		$	386,168		$	—		$	397,247

On April 30, 2012, Smart Kids Group, Inc., a Florida corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WMX Group, Inc., a Nevada corporation (“WMX”) and SKGI Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Company (“Acquisition Sub”), pursuant to which Acquisition Sub merged with and into WMX (the “Merger”). In accordance with the terms of the Merger Agreement, at the closing an aggregate of 104,042,523 shares of the Company’s common stock were issued to the holders of WMX’s common stock in exchange for their shares of WMX. Following this transaction, there were 148,796,380 shares outstanding including: (1) 104,042,523 shares held by WMX Shareholders (2) 44,753,857 shares held by Existing Company Shareholders.

The unaudited pro-forma information is based upon the historical financial statements of the Company and WMX. The objective of this pro-forma information is to show what the significant effects on the historical financial information might have been had the transactions occurred at an earlier date. This transaction have been accounted for as a reverse capitalization.

The pro-forma combined financial statements are not necessarily indicative of the results of operations or related effects on financial position that would have been attained had the above-mentioned transaction actually occurred earlier.

WMX GROUP, INC.
UNAUDTIED PRO-FORMA
COMBINED STATEMENTS OF OPERATIONS

	For the year ended December 31, 2011
	WMX Group, Inc. Amount			Smart Kids Group, Inc. Amount			Adjustment Amount		Pro-forma Combined Financial Statements
Revenues	$	—		$	—		$	—	$	—
Cost of revenues		—			—			—		—
Gross profit		—			—			—		—
Operating expenses:
General and administrative		199,377			637,545			—		836,922
Salaries and wages		—			156,184			—		156,184
Depreciation		833			—			—		833
Software development		99,539			—			—		99,539
Sub-licensing expense		—			85,757			—		85,757
Officer compensation		250,000			—			—		250,000
Stock-based compensation		204,500			—			—		204,500
Allowance on subscription receivable		20,000			—			—		20,000
Impairment of equity investment		—			13,273			—		13,273
Total operating expenses		774,249			892,759			—		1,667,008
Loss before other expenses and income taxes		(774,249	)		(892,759	)		—		(1,667,008	)
Other expenses
Finance and interest expense		—			(21,732	)		—		(21,732	)
Loss on conversion of debt		—			(4,745	)		—		(4,745	)
Total other expenses		—			(26,477	)		—		(26,477	)
Loss before income taxes		(774,249	)		(919,236	)		—		(1,693,485	)
Provision for income taxes		—			—			—		—
Net loss	$	(774,249	)	$	(919,236	)	$	—	$	(1,693,485	)

SMART KIDS GROUP, INC.
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2011

	Six months ended December 31, 2011			Six months ended December 31, 2011			Six months ended December 31, 2010			Year ended December 31, 2011
Revenues	$	—		$	—		$	—		$	—
Cost of goods sold		—			—			—			—
Gross loss		—			—			—			—
Operating expenses:
Salaries and wages		109,783			71,807			25,406			156,184
Legal and professional fees		405,827			276,750			53,866			628,711
General and administrative expenses		21,163			24,130			36,459			8,834
Sub-licensing expense		59,835			30,000			4,078			85,757
Allowance for stock receivable		57,040			—			57,040			—
Impairment of equity investment		—			13,273			13,273
Total operating expenses		653,648			415,960			176,849			892,759
Loss before other expenses and income taxes		(653,648	)		(415,960	)		(176,849	)		(892,759	)
Other expenses
Finance and interest expense		(54,724	)	$	(7,221	)	$	(40,213	)		(21,732	)
Loss on conversion of debt		(4,745	)		—			—			(4,745	)
Total other expenses		(59,469	)		(7,221	)		(40,213	)		(26,477	)
Loss before provision for income taxes		(713,117	)		(423,181	)		(217,062	)		(919,236	)
Provision for income taxes		—			—			—			—
Net loss	$	(713,117	)	$	(423,181	)	$	(217,062	)	$	(919,236	)