Exhibit 99.2
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
The following unaudited pro forma condensed financial data gives effect to
the Sale of the Membership Interest. The unaudited pro forma balance sheet as of
October 31, 2008 and as of January 31, 2008 have been prepared assuming the Sale
occurred as of the beginning of each respective period. The unaudited pro forma
consolidated statements of operations for the nine months ended October 31, 2008
and the year ended January 31, 2008 have been prepared assuming that the Sale
occurred the beginning of each respective period. The unaudited pro forma
consolidated financial data is presented for informational purposes only and is
not necessarily indicative of the results of future operations of the Company or
the actual results of operations that would have occurred had the Sale been
consummated as of the dates indicated above.
The unaudited pro forma consolidated financial data should be read in
conjunction with the related notes in the definitive Information Statement filed
with the Securities and Exchange Commission, our audited financial statements as
of and for the period ended January 31, 2008 contained in our Annual Report on
Form 10-KSB/A for the year ended January 31, 2008, and our unaudited financial
statements contained in our Quarterly Report on Form 10-Q for the nine months
ended October 31, 2008.
THE PRO FORMA INFORMATION PRESENTED IS NOT NECESSARILY INDICATIVE OF THAT
WHICH WOULD HAVE BEEN ATTAINED HAD THE SALE OCCURRED AT AN EARLIER DATE.
Advanced Technologies Group Ltd.
Pro Forma Condensed Balance Sheet
31-Jan-08
(A)
31-Jan-08 Pro Forma Pro Forma,
As Reported Adjustments As Adjusted
----------- ----------- -----------
ASSETS
Current assets:
Cash & short term deposits $ 67,287 $ 9,000,000 $ 9,067,287
------------ ------------
Total current assets $ 67,287 $ 9,067,287
Other assets:
Investment in FX Direct Dealer 2,407,058 $ (2,407,058) 0
Subordinated loan receivable @ 10% 0 $ 18,700,000 18,700,000
Security deposit 45,000 45,000
Trademark- net 7,873 7,873
------------ ------------
Total assets $ 2,527,218 $ 27,820,160
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable & accrued expenses $ 2,934,120 $ 12,640,000 $ 15,574,120
------------ ------------
Total current liabilities $ 2,934,120 $ 15,574,120
Shareholder advance 4,600 $ (4,600) 0
Shareholders' equity:
Series A preferred stock, one share convertible to one share of common;
13% cumulative non-participating, authorized 1,000,000 shares at
stated value of $3 per share, issued and outstanding 762,081 shares $ 1,712,601 $ 1,712,601
Series B preferred stock, one share convertible to one share of common;
6% cumulative non-participating, authorized 7,000,000 shares at
stated value of $3 per share, issued and outstanding 1,609,955 shares 4,384,754 4,384,754
Common stock- $.0001 par value, authorized 100,000,000 shares, issued
and outstanding, 18,268,104 at January 31, 2008 and 18,056,673 at
January 31, 2007 1,827 1,827
Additional paid in capital 32,664,364 32,664,364
Accumulated deficit (39,175,048) $ 12,657,542 (26,517,506)
------------ ------------
Total shareholders' equity (411,502) 6,148,685
------------ ------------
Total Liabilities & Shareholders' Equity $ 2,527,218 $ 27,820,160
============ ============
A. To reflect the sale of the 25% interest in FX Direct Dealer for $9 million
and a $17 million subordinated loan due in three years at 10%.
2
Advanced Technologies Group Ltd.
Pro Forma Condensed Statement of Operations
For the Year Ended January 31, 2008
(A)
31-Jan-08 Pro Forma Pro Forma,
As Reported Adjustments As Adjusted
----------- ----------- -----------
Revenues:
Revenues from software maintenance $ 919,000 $ 919,000
Software maintenance costs (591,000) (591,000)
------------ ------------
Net revenues $ 328,000 $ 328,000
General and administrative expenses:
Salaries and benefits $ 3,160,071 $ 2,500,000 $ 5,660,071
Promotion & investor relations 37,501 37,501
Consulting 5,594 5,594
General administration 405,646 405,646
Depreciation 19,079 19,079
------------ ------------
Total general & administrative expenses 3,627,891 6,127,891
------------ ------------
Net loss from operations $ (3,299,891) $ 6,455,891
Other revenues and expenses:
Gain on investment in FX Direct Dealer 2,407,058 $ 26,000,000 28,407,058
Interest income 1,734 $ 1,700,000 1,701,734
Software consulting 100,000 100,000
Sub-lease income 129,610 129,610
------------ ------------
Net income (loss) before provision for income taxes $ (661,489) $ 36,794,293
Provision for income taxes 0 $(10,140,000) (10,140,000)
------------ ------------
Net income (loss) $ (661,489) $ 26,654,293
============ ============
Loss per common share:
Basic & fully diluted $ (0.04) $ 1.47
Weighted average of common shares:
Basic & fully diluted 18,085,135 18,085,135
A. To reflect the sale of the 25% interest in FX Direct Dealer for $9 million
and a $17 million subordinated loan due in three years at 10%.
3
Advanced Technologies Group Ltd.
Pro Forma Condensed Balance Sheet
31-Oct-08
(A)
31-Oct-08 Pro Forma Pro Forma,
As Reported Adjustments As Adjusted
----------- ----------- -----------
ASSETS
Current assets:
Cash & short term deposits $ 40,070 $ 9,000,000 $ 9,040,070
------------ ------------
Total current assets $ 40,070 $ 9,040,070
Other assets:
Investment in FX Direct Dealer 2,407,058 $ (2,407,058) 0
Subordinated loan receivable @ 10% 0 $ 18,416,667 18,416,667
Trademark- net 7,419 7,419
------------ ------------
Total assets $ 2,454,547 $ 27,464,156
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable & accrued expenses $ 3,026,380 $ 12,640,000 $ 15,666,380
------------ ------------
Total current liabilities $ 3,026,380 $ 15,666,380
Shareholder advances 96,386 $ (96,386) 0
Shareholders' equity:
Series A preferred stock, one share convertible to one share of common;
13% cumulative non-participating, authorized 1,000,000 shares at
stated value of $3 per share, issued and outstanding 762,081 shares $ 1,712,601 $ 1,712,601
Series B preferred stock, one share convertible to one share of common;
6% cumulative non-participating, authorized 7,000,000 shares at
stated value of $3 per share, issued and outstanding 1,609,955 shares 4,384,754 4,384,754
Common stock- $.0001 par value, authorized 100,000,000 shares,
issued and outstanding, 18,268,104 shares 1,827 1,827
Additional paid in capital 32,664,364 32,664,364
Accumulated deficit (39,431,765) $ 12,465,995 (26,965,770)
------------ ------------
Total shareholders' equity (668,219) 5,700,421
------------ ------------
Total Liabilities & Shareholders' Equity $ 2,454,547 $ 27,464,156
============ ============
A. To reflect the sale of the 25% interest in FX Direct Dealer for $9 million
and a $17 million subordinated loan due in three years at 10%.
4
Advanced Technologies Group Ltd.
Pro Forma Condensed Statement of Operations
For the Nine Months Ended October 31, 2008
(A)
31-Oct-08 Pro Forma Pro Forma,
As Reported Adjustments As Adjusted
----------- ----------- -----------
Revenues:
Revenues from software maintenance $ 0 $ 0
Software maintenance costs 0 0
------------ ------------
Net revenues $ 0 $ 0
General and administrative expenses:
Salaries and benefits $ 106,533 $ 2,500,000 $ 2,606,533
Promotion & investor relations 17,690 17,690
Consulting 2,300 2,300
General administration 161,155 161,155
------------ ------------
Total general & administrative expenses 287,678 2,787,678
------------ ------------
Net loss from operations $ (287,678) $ (2,787,678)
Other revenues and expenses:
Gain on investment in FX Direct Dealer 0 $ 23,592,942 $ 23,592,942
Interest income 69 $ 1,416,667 1,416,736
Sub-lease income 30,892 30,892
------------ ------------
Net loss before provision for income taxes $ (256,717) $ 22,252,892
Provision for income taxes 0 $(10,140,000) (10,140,000)
------------ ------------
Net loss $ (256,717) $ 12,112,892
============ ============
Loss per common share:
Basic & fully diluted $ (0.01) $ 0.66
Weighted average of common shares:
Basic & fully diluted 18,268,104 18,268,104
A. To reflect the sale of the 25% interest in FX Direct Dealer for $9 million
and a $17 million subordinated loan due in three years at 10%.
5