Exhibit 99.2
MAKISM 3D CORP. (f/k/a ADVANCED CELLULAR, INC.)
Pro-Forma Combined Financial Statements
UMICRON LTD.
INTRODUCTION AND BASIS OF PRESENTATION
FOR PRO FORMA COMBINED FINANCIAL STATEMENTS
The following pro forma combined financial statements give effect to the acquisition of Umicron Ltd. (“Umicron”) by Makism 3D Corp. (“Makism”) by Share Exchange Agreement dated October 29, 2013, Makism acquired 100% of the issued and outstanding shares of Umicron in exchange for 30,000,000 common shares representing approximately 50.34% of its total issued and outstanding shares at the time (the “Exchange”). The combination is accounted for as a reverse merger.
The following unaudited pro forma combined financial statements are presented to illustrate the estimated effects of the Exchange. The following pro forma combined balance sheet includes the balance sheets of Makism as of June 30, 2013 and Umicron as of August 31, 2013, as if the acquisition of Target occurred on each date, respectively, for the balance sheets and as of the first day of each year presented for the statements of operations.
The pro forma combined balance sheet and statement of operations should be read in conjunction with the separate historical audited financial statements for both Makism and Umicron, appearing elsewhere, as follows:
| (i) | for Makism, financial statements for the year ended June 30, 2013, as filed recently in its Annual Report on Form 10-K; and |
| | |
| (ii) | for Umicron, audited financial statements for the period from inception (December 6, 2012) to August 31, 2013, appearing elsewhere in this Form 8-K. |
Pro forma adjustments:
(A) To record the concurrent private placement of 600,000 shares for cash proceeds of $350,000, collected as of the closing date of October 29, 2013, and
(B) To record cancellation of 41,000,000 common shares by the former majority shareholder of Makism.
MAKISM 3D CORP.
(fka Advanced Cellular, Inc.)
PRO FORMA COMBINED BALANCE SHEET
| | Makism | | | Umicron | | | | | | | | |
| | June 30, | | | August 31, | | | | | | | | |
| | 2013 | | | 2012 | | | | | | | | |
ASSETS | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
CURRENT ASSETS | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | - | | | $ | 6,782 | | (E) | | $ | 350,000 | | | $ | 356,782 | |
Deposit | | | - | | | | 1,880 | | | | | | | | | 1,880 | |
| | | - | | | | 8,662 | | | | | 350,000 | | | | 358,662 | |
| | | | | | | | | | | | | | | | | |
Machinery | | | - | | | | 11,005 | | | | | - | | | | 11,005 | |
| | | | | | | | | | | | | | | | | |
| | $ | - | | | $ | 19,667 | | | | $ | 350,000 | | | $ | 369,667 | |
| | | | | | | | | | | | | | | | | |
LIABILITIES | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 10,713 | | | $ | 1,250 | | | | $ | - | | | $ | 11,963 | |
Loans payable - director | | | 21,343 | | | | - | | | | | - | | | | 21,343 | |
| | | 32,056 | | | | 1,250 | | | | | - | | | | 33,306 | |
| | | | | | | | | | | | | | | | | |
STOCKHOLDERS' DEFICIT | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
CAPITAL STOCK | | | | | | | | | | | | | | | | | |
Authorized – | | | | | | | | | | | | | | | | | |
50,000,000 preferred shares $0.0001 par value; | | | | | | | | | | | | | | | | | |
0 issued and outstanding | | | | | | | | | | | | | | | | | |
100,000,000 common shares $0.0001 par value; | | | | | | | | | | | | | | | | | |
59,600,000 issued and outstanding | | | 7,000 | | | | 1,514 | | (B) | | | 3,000 | | | | 5,960 | |
| | | | | | | | | (D) | | | (1,514 | ) | | | | |
| | | | | | | | | (E) | | | 60 | | | | | |
| | | | | | | | | (F) | | | (4,100 | ) | | | | |
ADDITIONAL PAID IN CAPITAL | | | 44,250 | | | | 148,971 | | (C) | | | (3,000 | ) | | | 462,469 | |
| | | | | | | | | (D) | | | (81,792 | ) | | | | |
| | | | | | | | | (E) | | | | | | | | |
| | | | | | | | | (F) | | | 349,900 | | | | | |
| | | | | | | | | | | | 4,100 | | | | | |
RETAINED EARNINGS (DEFICIT) | | | (83,306 | ) | | | 132,068 | | (D) | | | 83,306 | | | | 132,068 | |
| | | (32,056 | ) | | | 18,417 | | | | | 350,000 | | | | 336,361 | |
| | $ | - | | | $ | 19,667 | | | | $ | 350,000 | | | $ | 369,667 | |
The accompanying notes are an integral part of these pro forma financial statements
MAKISM 3D CORP.
(fka Advanced Cellular, Inc.)
PRO FORMA COMBINED STATEMENT OF OPERATIONS
| | Makism Year Ended June 30, 2013 | | | Umicron Period Ended August 31, 2013 | | | Pro Forma | |
| | | | | | | | | |
Expenses and other items: | | | | | | | | | |
Amortization | | $ | - | | | $ | 1,202 | | | $ | 1,202 | |
Research and development | | | | | | | 3,696 | | | | 3,696 | |
Consulting | | | | | | | 108,326 | | | | 33,326 | |
Legal and accounting | | | - | | | | 2,108 | | | | 2,108 | |
General and administrative | | | 27,880 | | | | 16,736 | | | | 44,616 | |
| | | | | | | | | | | | |
Total expenses and other items | | | 27,880 | | | | 132,068 | | | | 84,948 | |
| | | | | | | | | | | | |
Net Loss | | $ | (27,880 | ) | | $ | (132,068 | ) | | $ | (84,948 | ) |
| | | | | | | | | | | | |
Loss per Share – basic and diluted | | $ | (0.00 | ) | | $ | (188.67 | ) | | $ | (0.00 | ) |
| | | | | | | | | | | | |
Shares used in calculating basic and diluted loss per share | | | 70,000,000 | | | | 700 | | | | 59,600,000 | |
The accompanying notes are an integral part of these pro forma financial statements
MAKSIM 3D CORP.
PRO FORMA CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
NOTE 1 – Pro Forma Adjustments
The pro forma adjustments to the consolidated balance sheet give effect to the acquisition of Umicron as if the transactions had occurred at the company’s respective balance sheet date of the most recent audit.
A. Derived from the balance sheet of Makism as of June 30, 2013 and the period then ended.
B. Derived from the balance sheet of Umicron as of August 31, 2013 and the period then ended.
C. Pro forma adjustment to reflect the issuance of 30,000,000 common shares of Makism for 100% of outstanding shares of Umicron.
D. To reclassify Makism’s deficit and Umicron’s common stock as additional paid-in capital in connection with the accounting for a reverse acquisition.
E. To record the concurrent private placement of 1,000,000 shares for cash proceeds of $350,000.
F. To record cancellation of 41,000,000 common shares.