19. Pro Forma Financials for Acquisition of Canterbury and Hygeia (Tables)

12 Months Ended

Dec. 31, 2013

Pro Forma Financials For Acquisition Of Canterbury And Hygeia Tables

Business Acquisition, Pro Forma Information

If the Mergers had occurred on January 1, 2012, the combined statement of operations for the year ended December 31, 2013 would be as follows:

RestorGenex Corporation, Canterbury and Hygeia

Pro Forma Income Statements

For the Year Ended December 31, 2013

	Year Ended December 31, 2013 (a)
				Pro Forma
				Adjustments			Other
				for Canterbury			Pro Forma			Pro Forma
	RestorGenex			and Hygeia (b)			Adjustments			Combined
	(Audited)
Revenues	$	71,667		$	127,167		$	–		$	198,834
Cost of revenues		–			89,387			–			89,387
Gross profit		71,667			37,780			–			109,447
Operating expenses
General, administrative, research and development		2,008,118			265,260			503,732	(c)		2,777,110
Impairment of intangible assets		1,935,621			–			–			1,935,621
Warrants, options and stock		4,228,317			–			–			4,228,317
Fair value of common stock exchanged for warrants		3,069,792			–			–			3,069,792
Legal and professional services		1,071,392			326,646			–			1,398,038
Depreciation and amortization		675,757			14,781			659,958	(d)		1,350,496
Total operating expenses		12,988,997			606,687			1,163,690			14,759,374
Loss from operations		(12,917,330	)		(568,907	)		(1,163,690	)		(14,649,927	)
Other (income)/expenses
(Gain)/loss on adjustments to fair value of derivative liability		(8,980,077	)		–			–			(8,980,077	)
Gain on extinguishment of derivative liability		(1,183,093	)		–			–			(1,183,093	)
Other (income)/expenses		(524,505	)		–			–			(524,505	)
Interest expense		228,294			20,267			–			248,561
Total other (income)/expenses		(10,459,381	)		20,267			–			(10,439,114	)
Net loss		(2,457,949	)		(589,174	)		(1,163,690	)		(4,210,813	)
Net loss attributed to non-controlling interests		(6,401	)		–			–			(6,401	)
Net loss attributed to RestorGenex Corporation		(2,464,350	)		(589,174	)		(1,163,690	)		(4,217,214	)
Preferred dividends		171,625			–			–			171,625
Net income/(loNet income/(loss) attributable to RestorGenexss) attributable to RestorGenex Corporation common shareholders	$	(2,635,975	)	$	(589,174	)	$	(1,163,690	)	$	(4,388,839	)
Basic and diluted earnings per share	$	(1.00	)							$	(1.20	)
Basic and fully-diluted weighted average shares outstanding		2,646,603						1,014,623	(e)		3,661,226

(a)	Assumes the mergers with Canterbury and Hygeia occurred on January 1, 2012.
(b)	Results of operations from January 1, 2013 to November 18, 2013, when the mergers were closed.
(c)	Impact of employment agreements from January 1, 2013 to November 18, 2013.
(d)	Impact of amortization of intangible assets from January 1, 2013 to November 18, 2013.
(e)	Impact on weighted average shares if the 1,150,116 shares issued for the mergers were outstanding for the full year.

If the Mergers had occurred on January 1, 2012, the combined statement of operations for the year ended December 31, 2012 would be as follows:

RestorGenex Corporation, Canterbury and Hygeia

Pro Forma Income Statements

For the Year Ended December 31, 2012

	Year Ended December 31, 2012 (a)
							Other
				Canterbury			Pro Forma			Pro Forma
	RestorGenex			and Hygeia			Adjustments			Combined
	(Audited)
Revenues	$	374,542		$	246,731		$	–		$	621,273
Cost of revenues		235,803			123,374			–			359,177
Gross profit		138,739			123,357			–			262,096
Operating expenses
General, administrative, research and development		4,570,161			324,261			503,732	(b)		5,398,154
Impairment of intangible assets		1,423,844			–			–			1,423,844
Warrants, options and stock		3,643,662			–			–			3,643,662
Legal and professional services		2,128,898			77,965			–			2,206,863
Depreciation and amortization		164,043			17,196			747,276	(c)		928,515
Total operating expenses		11,930,608			419,422			1,251,008			13,601,038
Loss from operations		(11,791,869	)		(296,065	)		(1,251,008	)		(13,338,942	)
Other (income)/expenses
Fair value of derivative liabilities in excess of proceeds		408,501
(Gain)/loss on adjustments to fair value of derivative liability		(6,907,748	)		–			–			(6,907,748	)
Other (income)/expenses		379,188			–			–			379,188
Present value of remaining lease payments for facilities no longer occupied		1,010,111
Interest expense		167,894			–			–			167,894
Total other (income)/expenses		(4,942,054	)		–			–			(6,360,666	)
Net loss		(6,849,815	)		(296,065	)		(1,251,008	)		(6,978,276	)
Net loss attributed to non-controlling interests		(19,079	)		–			–			(19,079	)
Net loss attributed to RestorGenex Corporation		(6,868,894	)		(296,065	)		(1,251,008	)		(6,997,355	)
Preferred dividends		497,167			–			–			497,167
Net income/(loss) attributable to RestorGenex Corporation common shareholders	$	(7,366,061	)	$	(296,065	)	$	(1,251,008	)	$	(7,494,522	)
Basic and diluted earnings per share	$	(8.16	)							$	(3.65	)
Basic and fully-diluted weighted average shares outstanding		903,139						1,150,116	(d)		2,053,255
Fully-diluted weighted average shares outstanding		1,121,987						1,150,116	(d)		2,272,103

(a)	Assumes the mergers with Canterbury and Hygeia occurred on January 1, 2012.
(b)	Impact of employment agreements for the full year.
(c)	Impact of amortization of intangible assets for the full year.
(d)	Impact on weighted average shares if the 1,150,116 shares issued for the mergers were outstanding for the full year.