Exhibit 9.2
The consolidated unaudited pro forma financial statements have been prepared by management of the Company. In order to present consolidated financial position and results of operations of Razor, ITT, and the Company as if the acquisition had occurred as of September 30, 2007 for the consolidated pro forma balance sheet and to give effect to the acquisition of TRS, as if the transaction had taken place at April 1, 2006 for the pro forma condensed consolidated statement of income (losses) for the year ended March 31, 2007. The financial statements presented in the consolidated unaudited pro forma financial statements for Razor are the Audited Balance Sheet and Income Statement for the year ended December 31, 2006. The financial statements presented in the unaudited pro forma financial statements for ITT are the Audited Balance Sheet and Income Statement for the period November 9, 2006 (date of inception) through August 31, 2007. The financial statements presented in the consolidated unaudited pro forma financial statements for the Company are the Audited Consolidated Balance Sheet and Statement of Operations at and for the year ended March 31, 2007.
The pro forma information is based on historical financial statements giving effect to the proposed transactions accounted for using the assumptions and adjustments in the accompanying notes to the consolidated unaudited pro forma financial statements. The consolidated unaudited pro forma financial information is not necessarily indicative of the actual results of operations or the financial position which would have been attained had the acquisitions been consummated at either of the foregoing dates or which may be attained in the future. The unaudited pro forma financial information should be read in conjunction with the historical consolidated financial statements of the Company (including notes thereto) included in this Form.
With respect to the pro forma condensed consolidated statement of income (losses) that included ITT for the period ended September 30, 2007, there was no significant difference between the nine month period ended September 30, 2007, and the period November 9, 2006 (date of inception) through August 31, 2007. Additionally, the pro forma income statements of ITT for the period November 9, 2006 (date of inception) through August 31, 2007 were included in both periods of pro forma condensed consolidated statements of income (losses).
THE RETIREMENT SOLUTION, INC.
CONSOLIDATED UNAUDITED PRO FORMA BALANCE SHEET
| | | The Retirement | | | | Investment | | | | | |
| | Solution.com, | | RazorData | | Tools and | | | | | |
| | Inc. | | LLC | | Training, LLC | | | | | |
| | Sept. 30, | | Sept. 30, | | Aug. 31, | | Pro Forma | | Pro Forma | |
| | 2007 | | 2007 | | 2007 | | Adjustments | | Consolidated | |
Assets | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 16,224 | | $ | 68,250 | | $ | 109,900 | | $ | - | | $ | 194,374 | |
| Unbilled revenue | | | - | | | - | | | 11,224 | | | - | | | 11,224 | |
| Accounts receivable | | | - | | | 398,313 | | | - | | | - | | | 398,313 | |
Total Current Assets | | | 16,224 | | | 466,563 | | | 121,124 | | | - | | | 603,911 | |
Property and Equipment, net of accumulated depreciation | | | 17,937 | | | 6,041 | | | - | | | - | | | 23,978 | |
Other Assets: | | | | | | | | | | | | | | | | |
| Deposits | | | 33,800 | | | 9,774 | | | - | | | - | | | 43,574 | |
| Software development asset | | | - | | | - | | | 583,016 | | | - | | | 583,016 | |
| Intangible assets | | | - | | | - | | | - | | | 25,494,913 | (A) | | | |
| | | | | | | | | | | | | 4,500,000 | (A) | | 29,994,913 | |
| Due from related parties | | | 144,546 | | | - | | | - | | | - | | | 144,546 | |
Total Assets | | $ | 212,507 | | $ | 482,378 | | $ | 704,140 | | $ | 29,994,913 | | $ | 31,393,938 | |
| | | | | | | | | | | | | | | | | |
Liabilites and Deficiency in Stockholders' Equity | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | | | | | |
| Accounts payable and accrued liabilities | | $ | 346,045 | | $ | 25,532 | | $ | 5,899 | | $ | - | | $ | 377,476 | |
| Convertible debentures | | | 1,300,000 | | | - | | | - | | | 5,000,000 | (A) | | | |
| | | | | | | | | | | | (1,250,000 | (B)) | | | |
| | | | | | | | | | | | 312,500 | (C) | | 5,362,500 | |
| Current portion of long-term debt | | | 220,291 | | | - | | | - | | | - | | | 220,291 | |
Total Current Liabilities | | | 1,866,336 | | | 25,532 | | | 5,899 | | | 4,062,500 | | | 5,960,267 | |
Other Liabilities | | | | | | | | | | | | | | | | |
| Long-term debt | | | 64,216 | | | - | | | - | | | - | | | 64,216 | |
Total Liabilities | | | 1,930,552 | | | 25,532 | | | 5,899 | | | 4,062,500 | | | 6,024,483 | |
| | | | | | | | | | | | | | | | | |
Deficiency in Stockholders' Equity | | | | | | | | | | | | | | | | |
| Common stock | | | 147,901 | | | - | | | - | | | 86,600 | (A) | | 234,501 | |
| Additional paid-in capital | | | 8,046,122 | | | - | | | - | | | 21,563,400 | (A) | | | |
| | | | | | | | | | | | 1,250,000 | (B) | | 30,859,522 | |
| Commons stock to be issued | | | - | | | - | | | - | | | 4,500,000 | (A) | | 4,500,000 | |
| Members' equity | | | - | | | 456,846 | | | 698,241 | | | (1,155,087 | (A)) | | - | |
| Accumulated deficit | | | (9,912,068 | ) | | - | | | - | | | (312,500 | (C)) | | (10,224,568 | ) |
Total Deficiency in Stockholders' Equity | | | (1,718,045 | ) | | 456,846 | | | 698,241 | | | 25,932,413 | | | 25,369,455 | |
Total Liabilities and Deficiency in Stockholders' Equity | | $ | 212,507 | | $ | 482,378 | | $ | 704,140 | | $ | 29,994,913 | | $ | 31,393,938 | |
See accompanying notes to consolidated unaudited pro forma financial statements.
THE RETIREMENT SOLUTION, INC.
CONSOLIDATED UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
| | | | | | | Investment | | | | | |
| | | | | | | Tools and | | | | | |
| | | The | | | | Training, | | | | | |
| | | Retirement | | | | LLC | | | | | |
| | | Solution.com, | | RazorData, | | Period From | | | | | |
| | | Inc. | | LLC | | November 9, | | | | | |
| | | Six Months | | Nine Months | | 2006 | | | | | |
| | | Ended | | Ended | | (Inception) | | | | | |
| | | Sept. 30, | | Sept. 30, | | to Aug. 31, | | Pro Forma | | Pro Forma | |
| | | 2007 | | 2007 | | 2007 | | Adjustments | | Consolidated | |
| | | | | | | | | | | | |
Revenues | | $ | 16,745 | | $ | 3,437,660 | | $ | 587,383 | | $ | - | | $ | 4,041,788 | |
Operating Expenses: | | | | | | | | | | | | | | | | |
| Selling, general and administrative | | | 3,558,469 | | | 1,838,830 | | | 219,816 | | | - | | | 5,617,115 | |
| Operating costs | | | - | | | - | | | 142,943 | | | - | | | 142,943 | |
| Depreciation | | | 1,221 | | | 847 | | | - | | | - | | | 2,068 | |
Total Operating Expenses | | | 3,559,690 | | | 1,839,677 | | | 362,759 | | | - | | | 5,762,126 | |
| Income (loss) from operations | | | (3,542,945 | ) | | 1,597,983 | | | 224,624 | | | - | | | (1,720,338 | ) |
Other Income (Expenses): | | | | | | | | | | | | | | | | |
| Interest income | | | - | | | - | | | 1,444 | | | | | | 1,444 | |
| Interest expense | | | (72,904 | ) | | - | | | - | | | (156,250) | (C) | | (229,154 | ) |
Total Other Income (Expenses) net: | | | (72,904 | ) | | - | | | 1,444 | | | (156,250 | ) | | (227,710 | ) |
| Income (loss) before income taxes | | | (3,615,849 | ) | | 1,597,983 | | | 226,068 | | | (156,250 | ) | | (1,948,048 | ) |
Income Taxes | | | - | | | - | | | - | | | - | | | - | |
Net Income (Loss) | | $ | (3,615,849 | ) | $ | 1,597,983 | | $ | 226,068 | | $ | (156,250 | ) | $ | (1,948,048 | ) |
Income (Loss) Per Share (Basic and Assuming Dilution) | | $ | (0.02 | ) | | | | | | | | | | $ | (0.01 | ) |
Weighted Average Shares Outstanding | | | 145,208,101 | | | | | | | | | | | | 231,808,101 | |
See accompanying notes to consolidated unaudited pro forma financial statements.
THE RETIREMENT SOLUTION, INC.
CONSOLIDATED UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
| | | | | | | Investment | | | | | |
| | | | | | | Tools and | | | | | |
| | | The | | | | Training, | | | | | |
| | | Retirement | | | | LLC | | | | | |
| | | Solution.com, | | | | Period From | | | | | |
| | | Inc. | | RazorData, | | November 9, | | | | | |
| | | Year | | LLC | | 2006 | | | | | |
| | | Ended | | Year Ended | | (Inception) | | | | | |
| | | March 31, | | December 31, | | to August 31, | | Pro Forma | | Pro Forma | |
| | | 2007 | | 2006 | | 2007 | | Adjustments | | Consolidated | |
| | | | | | | | | | | | |
Revenues | | $ | 97,543 | | $ | 5,475,945 | | $ | 587,383 | | $ | - | | $ | 6,160,871 | |
Operating Expenses: | | | | | | | | | | | | | | | | |
| Selling, general and administrative | | | 5,600,307 | | | 68,752 | | | 219,816 | | | - | | | 5,888,875 | |
| Operating costs | | | - | | | 2,351,009 | | | 142,943 | | | - | | | 2,493,952 | |
| Depreciation | | | 985 | | | 1,129 | | | - | | | - | | | 2,114 | |
Total Operating Expenses | | | 5,601,292 | | | 2,420,890 | | | 362,759 | | | - | | | 8,384,941 | |
| Income (loss) from operations | | | (5,503,749 | ) | | 3,055,055 | | | 224,624 | | | - | | | (2,224,070 | ) |
Other Income (Expenses): | | | | | | | | | | | | | | | | |
| Interest income | | | - | | | 4,354 | | | 1,444 | | | - | | | 5,798 | |
| Interest expense | | | (247,275 | ) | | - | | | - | | | (312,500) | (C) | | (559,775 | ) |
Total Other Income (Expenses) net: | | | (247,275 | ) | | 4,354 | | | 1,444 | | | (312,500 | ) | | (553,977 | ) |
| Income (loss) before income taxes | | | (5,751,024 | ) | | 3,059,409 | | | 226,068 | | | (312,500 | ) | | (2,778,047 | ) |
Income Taxes | | | - | | | - | | | - | | | - | | | - | |
Net Income (Loss) | | $ | (5,751,024 | ) | $ | 3,059,409 | | $ | 226,068 | | $ | (312,500 | ) | $ | (2,778,047 | ) |
Income (Loss) Per Share (Basic and Assuming Dilution) | | $ | (0.05 | ) | | | | | | | | | | $ | - | |
Weighted Average Shares Outstanding | | | 121,851,000 | | | | | | | | | | | | 208,451,000 | |
See accompanying notes to consolidated unaudited pro forma financial statements.
THE RETIREMENT SOLUTION, INC.
NOTES TO CONSOLIDATED UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The Consolidated Unaudited Pro Forma Condensed Financial Statements have been prepared in order to present consolidated financial position and results of operations of The Retirement Solution, Inc. ("TRS"), Investment Tools and Training, LLC (“ITT”), and Razor Data, LLC (“Razor”) as if the acquisition had occurred as of September 30,, 2007 for the pro forma condensed balance sheet and to give effect to the acquisition of TRS, as if the transaction had taken place at April 1, 2007 for the pro forma condensed consolidated statement of losses for the year ended March 31, 2007.
The following pro forma adjustments are incorporated into the consolidated unaudited pro forma balance sheet as September 30, 2007 of and the consolidated unaudited pro forma statement of operations for the year ended March 31, 2007.
(A) To record the issuance of 86,600,000 shares of TRS common stock, 18,000,000 common shares to be issued ($0.001 par value), and the issuance of $5,000,000 in convertible debentures to purchase 100% ownership in Razor and ITT. To record intangibles for the amount of the excess of the purchase price over the fair value of the common stock and convertible debentures issued.
(B) To record the beneficial conversion feature attributable to the issuance of convertible debentures.
(C) To record the amortization of the beneficial conversion feature as interest expense.
