Exhibit 99.2
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following Unaudited Pro Forma Combined Financial Statements of
AuctionAnything.com, Inc. ("AuctionAnything") and Disease S.I., Inc. ("Disease
SI") gives effect to the merger between AuctionAnything and Disease SI under the
purchase method of accounting prescribed by Accounting Principles Board Opinion
No. 16, Business Combinations. These pro forma statements are presented for
illustrative purposes only. The pro forma adjustments are based upon available
information and assumptions that management believes are reasonable. The
Unaudited Pro Forma Combined Financial Statements do not purport to represent
what the results of operations or financial position of AuctionAnything would
actually have been if the merger had in fact occurred on February 1, 2001 or
February 1, 2000, nor do they purport to project the results of operations or
financial position of AuctionAnything for any future period or as of any date,
respectively. The acquisition of Disease SI by AuctionAnything has been
accounted for as a reverse acquisition under the purchase method for business
combinations. The combination of the two companies is recorded as a
recapitalization of Disease SI, pursuant to which Disease SI is treated as the
continuing entity.
These Unaudited Pro Forma Combined Financial Statements do not give effect
to any restructuring costs or to any potential cost savings or other operating
efficiencies that could result from the merger between AuctionAnything and
Disease SI.
The consolidated financial statements of AuctionAnything for the year ended
January 31, 2001, are derived from audited consolidated financial statements and
are included in the Form 10-KSB as filed by AuctionAnything on May 15, 2001,
with the Securities and Exchange Commission. The consolidated financial
statements of AuctionAnything for the three months ended April 30, 2001, are
derived from unaudited consolidated financial statements and are included in the
Form 10-QSB as filed by AuctionAnything on June 18, 2001, with the Securities
and Exchange Commission.
You should read the financial information in this section along with
AuctionAnything's historical consolidated financial statements and accompanying
notes in prior Securities and Exchange Commission filings and in this amended
Current Report on Form 8-K.
AUCTIONANYTHING.COM, INC.
Unaudited Pro Forma Combined Balance Sheet
April 30, 2001
Pro Forma adjustments
-----------------------
ASSETS AUCTION DISEASE DR CR Pro Forma
--------------- ------------- ---------- --------- ------------
Current assets:
Cash and cash equivalents $ 4,251 $ 59,100 $ 140,000 $ 106,500 $ 96,851
Accounts receivable 18,428 - 18,428
Other assets 5,000 - 5,000
--------------- ------------- ------------
Total current assets 27,679 59,100 120,279
EQUIPMENT 36,091 - 36,091
--------------- ------------- ------------
$ 63,770 $ 59,100 $ 156,370
=============== ============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses $ 148,718 $ - $ 148,718
Unearned revenue 2,035 - 2,035
Note payable - - 140,000 140,000
--------------- ------------- ------------
Total current liabilities 150,753 - 290,753
Stockholders' equity (deficit):
Common stock, 28,790,696 actual shares
80,768,922 pro forma shares 28,791 60,000 60,000 60,000 88,791
Treasury stock, 8,021,774 shares - - 8,022 (8,022)
Additional paid-in capital 1,256,084 - 1,530,336 60,000 (214,252)
Accumulated deficit (1,371,858) (900) 1,371,858 (900)
--------------- ------------- ------------
Total stockholders' equity (deficit) (86,983) 59,100 (134,383)
--------------- ------------- ------------
$ 63,770 $ 59,100 $ 156,370
=============== ============= ============
See notes to unaudited pro forma financial statements
AUCTIONANYTHING.COM, INC.
Unaudited Pro Forma Combined Statements of Operations
STATEMENT OF OPERATIONS
Year Ended January 31, 2001
Pro Forma adjustments
-----------------------
AUCTION DISEASE TOTAL DR CR Pro Forma
----------- ---------- ----------- ---------- ---------- ---------------
REVENUES:
Auction sales $ 74,151 $ - 74,151 $ 74,151
Internet business solutions 58,820 - 58,820 58,820
Internet service revenue 36,260 - 36,260 36,260
Custom development fees 26,475 - 26,475 26,475
----------- ---------- ----------- ---------------
195,706 - 195,706 195,706
COST OF SALES 59,083 - 59,083 59,083
COST OF SERVICES 28,130 - 28,130 28,130
----------- ---------- ----------- ---------------
87,213 - 87,213 87,213
GROSS PROFIT 108,493 - 108,493 108,493
OPERATING EXPENSES:
Salaries and employee benefits 306,310 - 306,310 306,310
Professional fees 102,323 - 102,323 102,323
Other selling, general and
administrative 46,503 - 46,503 46,503
Advertising 17,512 - 17,512 17,512
Insurance 18,383 - 18,383 18,383
----------- ---------- ----------- ---------------
491,031 - 491,031 491,031
OPERATING LOSS (382,538) - (382,538) (382,538)
OTHER INCOME 2,718 - 2,718 2,718
CAPITAL GAINS (LOSSES) (859) - (859) (859)
DEPRECIATION AND AMORTIZATION (172,417) - (172,417) (172,417)
(170,558) - (170,558) (170,558)
----------- ---------- ----------- ---------------
NET LOSS $ (553,096) $ - $ (553,096) $ (553,096)
=========== ========== =========== ===============
NET LOSS PER WEIGHTED AVERAGE
SHARES OUTSTANDING
- Basic and Diluted $ (0.02) $ - $ (0.02) $ (0.01)
=========== ========== ============ ===============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING
- Basic and Diluted 28,588,693 - 28,588,693 60,000,000 8,021,774 80,566,919
=========== ========== ============ ===============
See notes to unaudited pro forma financial statements
AUCTIONANYTHING.COM, INC.
Unaudited Pro Forma Combined Statements of Operations
STATEMENT OF OPERATIONS
Pro Forma adjustments
-----------------------
AUCTION DISEASE TOTAL DR CR Pro Forma
---------------- ------------------ --------- --------- ----------- -----------
Three Months April 17, 2001
Ended (inception) through
April 30, 2001 April 30, 2001
REVENUES:
Internet service revenue $ 6,720 $ - $ 6,720 $ 6,720
Internet business solutions 15,382 - 15,382 15,382
Custom development fees 8,450 - 8,450 8,450
---------------- ---------------- --------- -----------
30,552 - 30,552 30,552
COST OF SERVICES 7,022 - 7,022 7,022
---------------- ---------------- --------- -----------
GROSS PROFIT 23,530 - 23,530 23,530
OPERATING EXPENSES:
Salaries and employee benefits 39,935 - 39,935 39,935
Professional fees 12,732 - 12,732 12,732
Other selling, general
and administrative (6,301) 900 (5,401) (5,401)
Depreciation and amortization 5,354 - 5,354 5,354
Advertising 17 - 17 17
Insurance 46 - 46 46
---------------- ---------------- --------- -----------
51,783 900 52,683 52,683
OTHER INCOME 95 - 95 95
---------------- ---------------- --------- -----------
NET LOSS $ (28,158) $ (900) $ (29,153) $ (29,153)
================ ================ ========= ===========
NET LOSS PER WEIGHTED AVERAGE
SHARES OUTSTANDING
- Basic and Diluted (0.00) $ - $ (0.00) $ (0.00)
================ ================ ========= ===========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING
- Basic and Diluted 28,790,696 - 28,790,696 60,000,000 8,021,774 80,768,922
================ ================ ========= ===========
See notes to unaudited pro forma financial statements
AUCTIONANYTHING.COM, INC.
Unaudited Pro Forma Adjustments
Pro Forma adjustments reflect the following transaction:
Pro Forma adjustments - Balance Sheet April 30, 2001 DR CR
----------------- ---------------
(a)
Common Stock $ 60,000 $
Additional paid-in capital 60,000
Additional paid-in capital 1,431,858
Common Stock 60,000
Accumulated defict 1,371,858
To record the acquisition of Disease SI by AuctionAnything for 60,000,000 shares of
AuctionAnything's common stock, which is equivalent to 74.3% of the total number of
AuctionAnything shares of common stock outstanding, in exchange for all the
outstanding shares of Disease SI common stock the AuctionAnything Stockholders delivered
to Disease SI.
The acquisition has been accounted for as a reverse acquisition under the purchase
method for business combinations. The combination of the two companies is recorded
as a recapitalization of Disease SI, pursuant to which Disease SI is treated as the continuing
entity.
(b)
Cash 140,000
Notes payable 140,000
To record proceeds from promissory note issued in May 2001.
(c)
Treasury stock 8,022
Additional paid-in capital 98,478
Cash 106,500
To record purchase of 8,021,774 shares of treasury stock