UNAUDITED PRO FORMA CONDENSED COMBINING BALANCE SHEET, NET LOSS, AND
EARNINGS PER SHARE INFORMATION
The following unaudited pro forma condensed combined balance sheet is based on
the historical balance sheets of Global Diversified Acquisition Corp. ("GDAC"),
and of MK Secure Solutions, Ltd. ("MKSS") and subsidiaries, as of December 31,
2003. On March 25, 2004, the two entities consummated an agreement and plan of
merger, with GDAC being the legal acquirer. This merger has been treated as a
recapitalization of MKSS. MKSS's shareholders obtained a majority ownership
interest in the outstanding shares of GDAC and therefore MKSS was the acquirer
for accounting purposes. Consequently, at the date of the merger, the financial
statements of MKSS became those of GDAC.
Specifically, the following unaudited pro forma condensed combined balance sheet
presents the recapitalization of GDAC as if the merger had been consummated as
of December 31, 2003.
The pro forma net loss and earnings per share information assumes the merger had
occurred as of March 11, 2003 (MKSS date of inception) and presents the earnings
per share as if MKSS had shares of common stock outstanding.
The following unaudited pro forma condensed combined balance sheet, net loss and
earnings per share information as of, and for the period ending, December 31,
2003 is presented for illustrative purposes only and is not necessarily
indicative of the financial position and results of operations that would have
been achieved if the proposed transaction had been completed as of that date.
This unaudited pro forma information should be read in conjunction with GDAC and
MKSS's historical financial statements (and related notes thereto). Financial
information on GDAC for the nine-month period ended December 31, 2003, can be
found in the GDAC Form 10-QSB-Quarterly Report. Financial information on MKSS
for 2003 can be found elsewhere in this Form 8-k Current Report. A copy of the
Form 10-QSB, as well as other documents filed by GDAC with the Securities and
Exchange Commission, are available to the public.
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GLOBAL DIVERSIFIED ACQUISITION CORP. AND
MK SECURE SOLUTIONS, LTD. AND SUBSIDIARIES
Unaudited Condensed Combining Balance Sheet
December 31, 2003
ASSETS
------
Historical Historical Pro Forma Pro Forma
GDAC MKSS Adjustments Total
------------ ------------ ------------- ------------
Current Assets
Cash $ 904 $ 68,282 $ - $ 69,186
Prepaid expenses - 13,262 - 13,262
------------ ------------ ------------- ------------
Total Current Assets 904 81,544 - 82,448
Property and Equipment, Net - 34,816 - 34,816
------------ ------------ ------------- ------------
Total Assets $ 904 $ 116,360 $ - $ 117,264
============ ============ ============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
Short-term note payable - related party $ - $ 61,660 $ - $ 61,660
Accounts liabilities 79,891 203,728 - 283,619
------------ ------------ ------------- ------------
Total Current Liabilities 79,891 265,388 - 345,279
Shareholders' Deficit
B Preference shares $0.01 par, 150,000 shares
authorized, 68,247 issued and outstanding,
liquidation preference $341,235 - 682 (682) (1) -
A Preference shares $0.01 par, 150,000 shares
authorized, 94,387 issued outstanding - 944 (944) (1) -
Common shares $0.01 par, 4,700,000 shares
authorized, 56,316 issued and outstanding - 563 (563) (1) -
Common stock 118 - 2,189 (1) 2,307
Additional paid-in capital 9,764,455 1,997,187 (9,843,560) (2) 1,918,082
Accumulated foreign exchange translation adjustment - 9,251 - 9,251
Deficit accumulated during the development stage - (2,157,655) - (2,157,655)
Deficit (9,843,560) - 9,843,560 (2) -
------------ ------------ ------------- ------------
Total Shareholder's Deficit (78,987) (149,028) - (228,015)
Total Liabilities and Shareholders' Equity $ 904 $ 116,360 $ - $ 117,264
============ ============ ============= ============
See notes
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GLOBAL DIVERSIFIED ACQUISITION CORP. AND
MK SECURE SOLUTIONS, LTD. AND SUBSIDIARIES
Unaudited Pro Forma Net Loss and Earnings Per Share
March 11, 2003
(Inception)
through
December 31, 2003
-------------------
Pro forma information (unaudited):
Net loss $ (2,157,655)
===================
Pro forma net loss $ (2,157,655)
===================
Pro forma net loss per share data:
Basic and diluted net loss per common share $ 0.11
===================
Basic and diluted weighted average number of common shares outstanding 19,290,758
===================
See notes
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GLOBAL DIVERSIFIED ACQUISITION CORP. AND
MK SECURE SOLUTIONS, LTD. AND SUBSIDIARIES
Notes to Unaudited Pro Forma Information
Global Diversified Acquisition Corp. ("GDAC") entered into an agreement and plan
of merger with MK Secure Solutions, Ltd. ("MKSS"), whereby the shareholders of
MKSS exchanged all of their shares (including ordinary and preference A and B
shares) in return for 26,246,000 shares of GDAC common stock allocated
proportionally among the MKSS shareholders based on their shares held prior to
the merger. Upon the consummation of this transaction on March 25, 2004, MKSS
members owned approximately 94% of GDAC. The combination of GDAC and MKSS has
been treated as a re-capitalization of MKSS. Consequently, the historical
financial statements of MKSS will become those of GDAC.
(1) This pro forma adjustment reflects the cancellation of 56,316 ordinary
shares, 94,387 preference A shares and 68,247 preference B shares of MKSS and
the issuance of 26,246,000 shares of common stock of GDAC pursuant to the
agreement and plan of merger.
(2) This pro forma adjustment reflects the elimination entry to reflect
accounting for the re-capitalization.
An unaudited pro forma statement of operations has been excluded in this pro
forma presentation since the audited historical statement of operations of MK
Secure Solutions, Ltd. and subsidiaries is presented elsewhere in this Form 8-K.
After the re-capitalization the financial statements of MKSS will become the
historical statement of operations of GDAC. MKSS began operations on March 11,
2003 and the statement of operations commences from that point.
The pro forma net loss per share assumes all of the above transactions occurred
on March 11, 2003 and that the number of shares of common stock expected to be
outstanding upon consummation of these transactions will be 28,865,238.
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