BEVsystems International, Ltd.
and Aqua Clara Bottling & Distribution, Inc.
Pro forma Balance Sheet
December 2001
(Unaudited)
Aqua Clara
BEVsystems Bottling &
International, Ltd. Distribution, Inc.
Period ended Period ended Pro Forma
December 31,2001 December 29,2001 Adjustments Combined
------------------ ------------------ ----------- -----------
Assets
Cash $ 84,961 $ 5,223 $ 90,184
Accounts receivable 23,791 148,420 172,211
Inventories 21,297 45,315 66,612
Prepaid expenses 17,000 3,701 20,701
------------ ------------ ----------- -----------
Total current assets 147,049 202,659 0 349,708
------------ ------------ ----------- -----------
Property, plant & equipment, net 232,068 1,649,467 1,409,303 (A) 3,290,838
Other assets 5,598 5,598
Intangible assets 5,913,490 9,058,741 (A) 14,972,231
------------ ------------ ----------- -----------
Total Assets $ 6,292,607 $ 1,857,724 $10,468,044 $18,618,375
============ ============ =========== ===========
Liabilities and equity
Accounts payable and accrued $ 1,158,817 $ 1,148,929 $ 2,307,746
Notes payable 1,020,638 128,625 1,149,263
------------ ------------ ----------- -----------
Total liabilities 2,179,455 1,277,554 0 3,457,009
------------ ------------ ----------- -----------
Equity
Preferred stock 74,602 74,602
Common stock & additional
paid-in capital 6,535,671 13,583,206 (13,583,206) (A) 17,509,283
10,468,044 (A)
505,568 (A)
Accumulated deficit (2,422,519) (13,077,638) 13,077,638 (A) (2,422,519)
------------ ------------ ----------- -----------
Total stockholders' equity 4,113,152 580,170 10,468,044 15,161,366
------------ ------------ ----------- -----------
Total Liabilities and Equity $ 6,292,607 $ 1,857,724 $10,468,044 $18,618,375
============ ============ =========== ===========
BEVsystems International, Ltd.
and Aqua Clara Bottling & Distribution, Inc.
Pro forma Condensed Statement of Operations
For the period ended December 2001
(Unaudited)
Aqua Clara
BEVsystems Bottling &
International, Ltd. Distribution, Inc.
Period ended Period ended Pro Forma
December 31,2001 December 29,2001 Adjustments Combined
------------------ ------------------ ----------- -----------
Revenues $ 1,499,645 $ 331,523 $ 1,831,168
Cost of revenues 1,353,135 341,803 1,694,938
Gross profit (loss) 146,510 (10,280) 136,230
General, administrative and
sales expenses 2,569,029 1,337,308 15,315 (B) 3,921,652
------------ ------------ ----------- -----------
Net loss from continuing operations (2,422,519) (1,347,588) (15,315) (3,785,422)
------------ ------------ ----------- -----------
Net loss applicable to common stock (2,422,519) (1,347,588) (15,315) (3,785,422)
============ ============ =========== ===========
Basic and diluted loss per share:
Net loss per common share $ (0.17100) $ (0.14669)
Weighted average shares of common ============ ===========
stock outstanding 7,882,836 (C) 25,805,170
============ ===========
BEVsystems International, Ltd.
and Aqua Clara Bottling & Distribution, Inc.
Unaudited Pro Forma Financial Statements
BEVsystems International, Inc. (Aqua Clara) (a Colorado corporation,
formerly known as Aqua Clara Bottling and Distribution, Inc.) issued
30,432,410 shares of common stock for all of the outstanding stock of
BEVsystems International, Ltd. (BEV Ltd.) (a Bermuda corporation)
pursuant to an acquisition agreement entered into January 15, 2002.
The acquisition was accounted for using the purchase method of
accounting with BEV Ltd. treated as the acquirer for accounting
purposes. As a result, the assets and liabilities of BEV Ltd. are
recorded at historical values and the assets and liabilities of Aqua
Clara are recorded at their estimated fair values at the date of the
merger.
The following unaudited pro forma statements reflect the combined
results of BEV Ltd. and Aqua Clara. The balance sheet is as of
December 31, 2001 for BEV Ltd. and December 29, 2001 for Aqua Clara,
the end of the most recent fiscal quarter. The statement of
operations reflects the activity of BEV Ltd. for the period from
April 1, 2001 through December 31, 2001 and Aqua Clara for the period
from April 1, 2001 through December 29, 2001 (three thirteen week
quarters). The information was prepared as if the acquisition had
occurred on April 1, 2001. In preparing the pro forma information,
various assumptions were made. The pro forma financial statements
are unaudited and do not purport to be indicative of the actual
results of operations or financial position that would have been
reported had these transactions occurred on April 1, 2001, nor is
it indicative of the results of future combined operations. The
pro forma statements should be read in conjunction with the audited
historical financial statements of BEV Ltd. and Aqua Clara.
BEVsystems International, Ltd.
and Aqua Clara Bottling & Distribution, Inc.
Notes to Unaudited Pro Forma Financial Statements
BEVsystems International, Inc. effected a 10 for 1 reverse stock
split on March 15, 2002. This stock split has been reflected in the
financial statements and footnotes for all periods.
A) Reflects the accounting for the purchase of Aqua Clara Bottling &
Distribution, Inc., as if the purchase were transacted December 29,
2001. The purchase price of $12,110,741 is based on the market
capitalization of Aqua Clara calculated on the closing price of
$1.10 per share on February 25, 2002, the closing date the
transaction. For accounting purposes, the acquisition has been
treated as an acquisition of Aqua Clara by BEV Ltd. and as a
recapitalization of Aqua Clara. The intangible asset adjustment
amount reflects the excess purchase price over the estimated fair
value of Aqua Clara's identifiable assets and liabilities.
B) Amortization of the purchase adjustment to the tangible depreciable
assets over the remaining useful lives of the assets.
C) Reflects the weighted average number of shares outstanding for
the period, after giving effect to the merger.