WMX GROUP HOLDINGS, INC.
Notes to Pro Forma Condensed Combined Financial Statements
(Unaudited)
The following WMX Group Holdings, Inc. (the “Company”) unaudited pro forma condensed combined balance sheet as of March 31, 2013 and unaudited pro forma condensed combined statements of operations for the year ended June 30, 2012 and for the nine months ended March 31, 2013, give effect to the acquisition of the 100% of the membership interests in the Oxford City Football Club, LLC (“Football Club”). On March 27, 2013 the Football Club acquired 49% of the outstanding capital stock of Oxford City Football Club (Trading) Limited which operates the Oxford City Football Club located in City of Oxford, England. The pro forma condensed combined balance sheet is presented as if the transaction had occurred on March 31, 2013, and the pro forma condensed combined statements of operations are presented as if the transactions had occurred on July 1, 2011.
The pro forma condensed combined balance sheet and the pro forma condensed combined statements of operations were derived by adjusting the historical financial statements of the Company. The adjustments are based on currently available information and, therefore, the actual adjustments may differ from the pro forma adjustments. The Company is accounting for the acquisition of the Football Club using the equity method in accordance with ASC 323,Investments — Equity Method and Joint Ventures. The Company is currently in the process of determining the fair value of the assets and liabilities acquired in the transaction. The pro forma balance sheet and the pro forma statements of operations were derived using the preliminary fair value of the assets and liabilities acquired in the transaction. These fair values are subject to change as the Company completes the fair value determination process.
The unaudited pro forma financial information has been prepared by our management and is based on our historical financial statements and the assumptions and adjustments described herein and in the notes to the unaudited pro forma financial information below. The presentation of the unaudited pro forma financial information is prepared in conformity with Article 11 of Regulation S-X.
The pro forma condensed combined financial statements should be read in conjunction with the historical financial statements and the related notes thereto for the year ended June 30, 2012 included in Form 10-K for WMX Group Holdings, Inc.
The pro forma information is presented for illustrative purposes only and may not be indicative of the results that would have been obtained had the acquisition of assets actually occurred on the dates assumed nor is it necessarily indicative of WMX Group Holdings, Inc. future consolidated results of operations or financial position.
WMX GROUP HOLDINGS, INC.
PRO FORMA CONDENSED COMBINED BALANCE SHEETS
AS OF MARCH 31, 2013
(Unaudited)
| WMX Holdings Group, Inc. | | Oxford City Football Club, LLC | | Pro Forma Adjustments | | Pro Forma Amount |
| ASSETS | | | | | | | |
| Current assets: | | | | | | | | | | | | | | | |
| Cash | $ | 21,915 | | | $ | 0 | | | $ | 0 | | | $ | 21,915 | |
| Other current assets | | 18,962 | | | | 0 | | | | 0 | | | | 18,962 | |
| Total current assets | | 40,877 | | | | 0 | | | | 0 | | | | 40,877 | |
| Investment in Oxford City Football Club | | | | | | | | | | | | | | | |
| (Trading) Limited | | 0 | | | | 35,000 | | | | 0 | | | | 35,000 | |
| Property and equipment, net | | 22,725 | | | | 0 | | | | 0 | | | | 22,725 | |
| | | 22,725 | | | | 35,000 | | | | 0 | | | | 57,725 | |
| Total assets | $ | 63,602 | | | $ | 35,000 | | | $ | 0 | | | $ | 98,602 | |
| LIABILITIES AND EQUITY | | | | | | | | | | | | | | | |
| Current liabilities: | | | | | | | | | | | | | | | |
| Accounts payable and accrued liabilities | $ | 23,799 | | | $ | 0 | | | $ | 0 | | | $ | 23,799 | |
| Officer compensation payable | | 331,527 | | | | 0 | | | | 0 | | | | 331,527 | |
| Total current liabilities | | 355,326 | | | | 0 | | | | 0 | | | | 355,326 | |
| Total Liabilities | | 355,326 | | | | 0 | | | | 0 | | | | 355,326 | |
| Stockholders' Equity | | | | | | | | | | | | | | | |
| Preferred stock | | 0 | | | | 0 | | | | 0 | | | | | |
| Common stock | | 22 | | | | 0 | | | | 0 | | | | 22 | |
| Additional paid-in capital | | 3,526,561 | | | | 35,000 | | | | 0 | | | | 3,561,561 | |
| Stock payable | | 215,591 | | | | 0 | | | | 0 | | | | 215,591 | |
| Retained earnings | | (4,033,898 | ) | | | 0 | | | | 0 | | | | (4,033,898 | ) |
| Total equity | | (291,724 | ) | | | 35,000 | | | | 0 | | | | (256,724 | ) |
| Total liabilities and equity | $ | 63,602 | | | $ | 35,000 | | | $ | 0 | | | $ | 98,602 | |
WMX GROUP HOLDINGS, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31, 2013
(Unaudited)
| WMX Group
Holdings, Inc. | | Oxford City
Football Club, LLC | | Pro Forma
Adjustments | | Pro Forma
Amount |
| Revenues | $ | 53,435 | | | $ | 0 | | | $ | 0 | | | $ | 53,435 | |
| Operating expenses: | | | | | | | | | | | | | | | |
| General and administrative | | 139,816 | | | | 0 | | | | 0 | | | | 139,816 | |
| Depreciation | | 3,280 | | | | 0 | | | | 0 | | | | 3,280 | |
| Software development | | 2,609 | | | | 0 | | | | 0 | | | | 2,609 | |
| Officer compensation | | 764,780 | | | | 0 | | | | 0 | | | | 764,780 | |
| Professional fees | | 87,370 | | | | 0 | | | | 0 | | | | 87,370 | |
| Professional stock based fees | | 626,000 | | | | 0 | | | | 0 | | | | 626,000 | |
| (Gain) loss on extinguishment of accounts payable and due to related parties | | 1,106,636 | | | | 0 | | | | 0 | | | | 1,106,636 | |
| Total operating expenses | | 2,730,491 | | | | 0 | | | | 0 | | | | 2,730,491 | |
| Income (loss) before other (income) expense | | (2,677,056 | ) | | | 0 | | | | 0 | | | | (2,677,056 | ) |
| Other (income) expense | | | | | | | | | | | | | | | |
| Share of income (loss) of Oxford City | | | | | | | | | | | | | | | |
| Football Club (Trading) Limited | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| Total other (income) expense | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| Income (loss) before income taxes | | (2,677,056 | ) | | | 0 | | | | 0 | | | | (2,677,056 | ) |
| Provision for income taxes | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| Net income (loss) | ($ | 2,677,056 | ) | | $ | 0 | | | $ | 0 | | | ($ | 2,677,056 | ) |
| Basic and diluted net income (loss) per common share | | | | | | | | | | | | | ($ | 9.68 | ) |
| Basic and diluted weighted average number of common shares outstanding | | | | | | | | | | | | | | 276,640 | |
WMX GROUP HOLDINGS, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2012
(Unaudited)
| WMX Group
Holdings, Inc. | | Oxford City
Football Club, LLC | | Pro Forma
Adjustments | | Pro Forma
Amount |
| Revenues | $ | 98 | | | $ | 0 | | | $ | 0 | | | $ | 98 | |
| Operating expenses: | | | | | | | | | | | | | | | |
| General and adminstrative | | 62,566 | | | | 0 | | | | 0 | | | | 62,566 | |
| Amortization | | 496 | | | | 0 | | | | 0 | | | | 496 | |
| Depreciation | | 1,206 | | | | 0 | | | | 0 | | | | 1,206 | |
| Impairment of fixed assets and intangible assets | | 1,488 | | | | 0 | | | | 0 | | | | 1,488 | |
| Software development | | 52,849 | | | | 0 | | | | 0 | | | | 52,849 | |
| Officer compensation | | 256,987 | | | | 0 | | | | 0 | | | | 256,987 | |
| Professional fees | | 126,786 | | | | 0 | | | | 0 | | | | 126,786 | |
| Sub-licensing expense | | 10,000 | | | | 0 | | | | 0 | | | | 10,000 | |
| Professional stock based fees | | 497,064 | | | | 0 | | | | 0 | | | | 497,064 | |
| Finance expense | | 25,000 | | | | 0 | | | | 0 | | | | 25,000 | |
| Total operating expenses | | 1,034,442 | | | | 0 | | | | 0 | | | | 1,034,442 | |
| Income (loss) before other (income) expense | | (1,034,344 | ) | | | 0 | | | | 0 | | | | (1,034,344 | ) |
| Other (income) expense | | | | | | | | | | | | | | | |
| Share of income (loss) of Oxford City | | | | | | | | | | | | | | | |
| Football Club (Trading) Limited | | 0 | | | | (35,000 | ) | | | 0 | | | | (35,000 | ) |
| Total other (income) expense | | 0 | | | | (35,000 | ) | | | 0 | | | | (35,000 | ) |
| Income (loss) before income taxes | | (1,034,344 | ) | | | (35,000 | ) | | | 0 | | | | (1,069,344 | ) |
| Provision for income taxes | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| Net income (loss) | ($ | 1,034,344 | ) | | ($ | 35,000 | ) | | $ | 0 | | | ($ | 1,069,344 | ) |
| Basic and diluted net income (loss) per common shares | | | | | | | | | | | | | ($ | 3.55 | ) |
| Basic and diluted weighted average number of common shares outstanding | | | | | | | | | | | | | | 301,415 | |
WMX GROUP HOLDINGS, INC.
Notes to Pro Forma Condensed Combined Financial Statements
(Unaudited)
| A. | On April 29, 2013, the Company acquired all of the issued outstanding membership interests of Oxford City Football Club, LLC (“Football Club”). Football Club on March 27, 2013 acquired 49% of the outstanding capital stock of Oxford City Football Club (Trading) Limited which operates the Oxford City Football Club located in the City of Oxford, England. For consideration, the Company transferred 6,250 shares of common stock of WMX Group Holdings, Inc. (WMXG: OTC BB), a Florida corporation. The shares were valued at $35,000 based on the closing price of $5.60 per share. |
