EXHIBIT 99.2
ACS HOLDINGS, INC.
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2004
SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
ACS Holdings, Inc.
The following unaudited pro forma consolidated financial data for ACS Holdings,
Inc. is based on the historical financial statements of American Card Services,
Inc. and maxxZone.com, Inc. (collectively with its subsidiaries referred to
herein as "maxxZone") which appear elsewhere in this Form 8-KA and has been
prepared on a pro forma basis to give effect to the asset purchase transaction
under the purchase method of accounting, as if the transaction had occurred at
January 1, 2003 for each operating period presented. The pro forma information
was prepared based upon certain assumptions described below and may not be
indicative of results that actually would have occurred had the asset purchase
transaction occurred at the beginning of the last full fiscal year presented or
of results which may occur in the future. The unaudited pro forma consolidated
financial data and accompanying notes should be read in conjunction with the
annual and interim financial statements and notes thereto of American Card
Services, Inc. appearing elsewhere herein and maxxZone.com, Inc. incorporated by
reference into this Form 8-KA filing.
The unaudited pro forma consolidated balance sheet as of March 31, 2004 presents
the financial position of ACS Holdings, Inc. as if the asset purchase
transaction had occurred on that date and was prepared utilizing the unaudited
American Card Services, Inc. balance sheet as of March 31, 2004 and the
unaudited maxxZone.com, Inc. balance sheet as of March 31, 2004. The pro forma
consolidated statements of operations data presented assumes the asset purchase
transaction occurred at the beginning of the periods presented. It should not be
assumed that maxxZone.com, Inc. and American Card Services, Inc. would have
achieved the unaudited pro forma consolidated results if they had actually been
combined during the periods shown.
The asset purchase transaction will be accounted for as a purchase The
stockholders of American Card Services, Inc. received 3,570,000,000 shares of
common stock of ACS Holdings, Inc., the prior stockholders of ACS Holdings, Inc
(formerly maxxZone.com, Inc) retained 210,000,000 shares and in addition
420,000,000 shares of ACS Holdings, Inc. were issued to consultants for services
in connection with the asset purchase transaction resulting in the current
stockholders of American Card Services, Inc. owning approximately 85% of ACS
Holdings, Inc. common stock. The plan of merger was approved by the stockholders
of both companies and the merger was completed on May 12, 2004.
The unaudited pro forma consolidated results are based on estimates and
assumptions, which are preliminary and have been made solely for the purposes of
developing such pro forma information. The unaudited pro forma consolidated
results are not necessarily an indication of the results that would have been
achieved had such transactions been consummated as of the dates indicated or
that may be achieved in the future.
The unaudited pro forma combined results should be read in conjunction with the
historical consolidated financial statements and notes thereto set forth herein
for American Card Services, Inc. and set forth for maxxZone.com, Inc. on Form
10KSB for December 31, 2003 and Form 10QSB for the quarterly period ended March
31, 2004.
SAMUEL KLEIN AND COMPANY
Newark, New Jersey
_____________ ____, 2004
ACS HOLDINGS, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
(UNAUDITED)
AMERICAN
CARD
SERVICES, MAXXZONE
INC. .COM INC.
----------- -----------
MARCH 31,
-------------------------- PRO FORMA PRO FORMA
ASSETS 2004 2004 ADJUSTMENTS RESULTS
- ------ ----------- ----------- ----------- -----------
Current Assets:
Cash and cash equivalents $ 13,010 $ 4,997 $ (4,997)(1) $ 13,010
Restricted cash 5,000 5,000
Accounts receivable, net 7,465 7,465
Prepaid expenses 3,076 3,076
----------- ----------- ----------- -----------
28,551 4,997.00 (4,997) 28,551
Property and Equipment, Net 54,760 54,760.00
Deposits 13,319 13,319
----------- ----------- ----------- -----------
Total Assets $ 96,630 $ 4,997 $ (4,997) $ 96,630
=========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Notes payable $ 657,000 $ 15,000 $ (15,000)(1) $ 657,000
Capital lease payable 17,191 17,191
Due to officers 70,084 70,084
Accounts payable 256,615 256,615
Accrued expenses payable 400,580 36,904 (36,904)(1) 400,580
Customer deposit 17,400 17,400
Deferred revenue 103,380 103,380
----------- ----------- ----------- -----------
Total Current Liabilities 1,522,250 51,904 (51,904) 1,522,250
----------- ----------- ----------- -----------
Long-Term Liabilities:
Capital lease payable 25,495 25,495
Notes payable related parties 475,000 475,000
Convertible debt 20,730 (20,730)(1) --
Convertible debt - related party 9,647 (9,647)(1) --
Accrued interest 3,190 (3,190)(1) --
----------- ----------- ----------- -----------
500,495 33,567 (33,567) 500,495
----------- ----------- ----------- -----------
Total Liabiltiies 2,022,745 85,471 (85,471) 2,022,745
----------- ----------- ----------- -----------
Commitments and Contingencies
Stockholders' Equity (Deficit):
Preferred stock
Common stock
13,261 147,029
67,235(2)
14,761(3)
3,957,714 (5) 4,200,000
Additional paid-in-capital 716,434 3,308,626 (3,455,655)(1)
800,645 (2)
59,046 (3)
(100,000)(4)
(3,957,714)(5) (2,628,618)
Unamortized finance costs on notes payable (58,836) 58,836(4) --
Retained earnings (deficit) (2,596,974) (3,536,129) 3,536,129(1)
(867,880)(2)
(73,807)(3)
41,164(4) (3,497,497)
----------- ----------- ----------- -----------
Total Stocholders' Equity (Deficit) (1,926,115) (80,474) 80,474 (1,926,115)
----------- ----------- ----------- -----------
Total Liabilities and Stockholders'
Equity (Deficit) $ 96,630 $ 4,997 $ (4,997) $ 96,630
=========== =========== =========== ===========
ACS HOLDINGS, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED FOR THE YEAR ENDED
MARCH 31, 2004 DECEMBER 31, 2003
-------------------------------------------------- ------------------------------------------------------
AMERICAN AMERICAN
CARD MAXXZONE. CARD MAXXZONE.
SERVICES, COM, PRO FORMA PRO FORMA SERVICES, COM, PRO FORMA PRO FORMA
INC. INC. ADJUSTMENTS RESULTS INC. INC. ADJUSTMENTS RESULTS
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Revenues $ 27,030 $ 27,030 $ 110,869 $ 110,869
Cost of Sales 4,137 4,137 14,391 14,391
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Gross Profit 22,893 -- -- 22,893 96,478 -- -- 96,478
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Costs and Expenses:
General and
administrative 378,464 23,806 71,488(3) 473,758 1,692,348 56,702 1,749,050
Depreciation expense 2,553 2,553 4,418 58,383 62,801
Professional fees 13,125 13,125
Stock-based
compensation 1,197,000 867,880(2) 2,064,880 1,868,843 1,868,843
Loss on impairment
of fixed assets
and website 12,457 12,457
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Total Costs
and Expenses 381,017 1,220,806 939,368 2,541,191 1,696,766 2,009,510 -- 3,706,276
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Net Loss
from Operations (358,124) (1,220,806) (939,368) (2,541,191) (1,600,288) (2,009,510) -- (3,706,276)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Other Revenue
(Expense):
Miscellaneous
revenue 11 11 --
Interest expense (56,584) 25,000(4) (31,584) (108,794) (17,897) 16,164(4) (110,527)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
(56,573) -- 25,000 (31,573) (108,794) (17,897) 16,164 (110,527)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Net Loss before
Provision
for Income Tax (414,697) (1,220,806) (939,368) (2,572,764) (1,709,082) (2,027,407) -- (3,816,803)
Provision for
Income Tax -- -- -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Net Loss $ (414,697) $(1,220,806) $ (939,368) $(2,572,764) $(1,709,082) $ 2,027,407) $ -- $(3,816,803)
=========== =========== =========== =========== =========== =========== =========== ===========
Loss per Share:
Basic and diluted
loss per share $ (0.00) $ (0.00)
============= =============
Basic and diluted
common shares
outstanding 4,200,000,000 4,200,000,000
============= ============
ACS Holdings, Inc.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL DATA
On May 12, 2004 American Card Services Inc. and ACS Holdings, Inc (formerly
maxxZone.com, Inc), a publicly held Nevada corporation, completed an asset
purchase agreement. The asset purchase transaction will be accounted for as a
purchase The stockholders of American Card Services, Inc. received 3,570,000,000
shares of common stock of ACS Holdings, Inc., the prior stockholders of ACS
Holdings, Inc (formerly maxxZone.com, Inc) retained 210,000,000 shares and in
addition 420,000,000 shares of ACS Holdings, Inc. were issued to consultants for
services in connection with the asset purchase transaction resulting in the
current stockholders of American Card Services, Inc. owning approximately 85% of
ACS Holdings, Inc. common stock.
The asset purchase transaction will be accounted for as a purchase with American
Card Services ,Inc. deemed the acquiror for accounting and financial reporting
purposes. However since the shareholders of American Card Services. Inc. will
own approximately 85% of the outstanding shares of reorganized ACS Holdings,
Inc. no step up in basis or goodwill will be recorded. This accounting treatment
is in accordance with the Securities and Exchange Commission Staff Members
position that the acquisition by a public shell of the assets of a business of a
private company should be accounted for at historical cost and accounted for as
a reverse merger.
Note 1:
Elimination of assets and liabilities in the spin off transaction with
unconsolidated entity
Note 2:
Issuance of 67,235,000 shares of the company's common stock for services
valued at $867,880
Note 3:
Issuance by American Card Services Inc. in April 2004 of 1,476,130 shares
of its common stock for consideration valued at $73,807
Note 4:
Elimination of unamortized finance cost and expenses of $25,000 and $16,164
for the three months period ended March 31,2004 and for the year ended
December 31,2003 respectively.
Note 5:
Issuance of 3,990,000,000 and the retirement of 32,286,000 shares of the
Company's common stock in connection with the asset purchase agreement.