EX-99 4 ex993aa.htm DATAMEG PRO FORMA UNAUDITED 9 MONTHS 2007 DATAMEG CORPORATION

DATAMEG CORPORATION

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The Unaudited Pro Forma Financial Information reflects financial information, which gives effect to the purchase of all the common stock of American Marketing and Sales, Inc., a Massachusetts corporation ("AMS"), in exchange for 15 million restricted shares of common stock of Datameg Corporation, a Delaware corporation ("Datameg"), valued at $.0333333 per share (for total value of $500,000), and a note payable in the amount of $4,000,000. The acquisition of AMS was considered completed on December 7, 2007, as was reported in a Form 8-K filed on December 13, 2007. The transaction is being accounted for using the purchase method of accounting pursuant to the provisions in SFAS 141, "Business Combinations."

The Pro Forma Balance Sheet gives effect to the transaction as if it has occurred on September 30, 2007. The Pro Forma Statements of Operations give effect to the transaction as if it had occurred at the beginning of each period presented, thereby combining the results of operations for the years ended December 31, 2005 and 2006, and for the nine months ended September 30, 2007 for both Datameg and AMS. Such financial information is provided below and has been prepared from and should be read in conjunction with the historical financial statements of Datameg and AMS.

 

 

Datameg Corporation

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2005

(Unaudited)

American

Pro Forma

Datameg

Marketing and

Combining

Pro Forma

Corporation

Sales, Inc.

Adjustments

Combined

Income from Operations

$ 45,501

$ 8,841,004

$ -

$ 8,886,505

Cost of Goods Sold

42,663

6,199,146

-

6,241,809

Gross Profit

2,838

2,641,858

-

2,644,696

Operating Expenses

5,146,925

1,260,250

-

6,407,175

Net Income (Loss) from Operations

(5,144,087)

1,381,608

-

(3,762,479)

Other Income (Expense)

(962,417)

(221,148)

-

(1,183,565)

Net Income (Loss) from Continuing Operations

(6,106,504)

1,160,460

-

(4,946,044)

Discontinued Operations

Net loss from discontinued operations

-

(51,191)

-

(51,191)

Net Income (Loss)

$ (6,106,504)

$ 1,109,269

$ -

$ (4,997,235)

Net Earnings (Loss) Per Share – Basic and Diluted

Continuing operations

$ (0.02)

Discontinued operations

-

Basic & Diluted Loss per Share

$ (0.02)

Weighted Average Number of

Common Shares Outstanding

318,324,586

 

 

Datameg Corporation

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2006

(Unaudited)

American

Pro Forma

Datameg

Marketing and

Combining

Pro Forma

Corporation

Sales, Inc.

Adjustments

Combined

Income from Operations

$ 43,244

$ 9,464,147

$ -

$ 9,507,391

Cost of Goods Sold

97

7,584,564

-

7,584,661

Gross Profit

43,147

1,879,583

-

1,922,730

Operating Expenses

1,454,560

1,280,588

-

2,735,148

Net Income (Loss) from Operations

(1,411,413)

598,995

-

(812,418)

Other Income (Expense)

(96,750)

(190,906)

-

(287,656)

Net Income (Loss) from Continuing Operations

(1,508,163)

408,089

-

(1,100,074)

Discontinued Operations

Income from discontinued operations

-

220,754

-

220,754

Gain on sale of discontinued operations

-

447,250

-

447,250

Net Income from Discontinued Operations

-

668,004

-

668,004

Net Income (Loss)

$ (1,508,163)

$ 1,076,093

$ -

$ (432,070)

Net Earnings (Loss) Per Share – Basic and Diluted

Continuing operations

$ -

Discontinued operations

-

Basic & Diluted Loss per Share

$ -

Weighted Average Number of

Common Shares Outstanding

362,642,448

 

 

DATAMEG CORPORATION

PRO FORMA CONSOLIDATED BALANCE SHEET

September 30, 2007

(Unaudited)

American

Pro Forma

Datameg

Marketing and

Combining

Pro Forma

Corporation

Sales, Inc.

Adjustments

Combined

ASSETS

Current Assets

Cash & cash equivalents

$ 5,703

$ 288,375

$ -

$ 294,078

Accounts receivable - trade

-

1,153,128

-

1,153,128

Short-term loan receivable

-

185,000

-

185,000

Prepaid expenses

-

3,000

-

3,000

Inventory

163,400

279,470

-

442,870

Total Current Assets

169,103

1,908,973

-

2,078,076

Fixed Assets – Net (4)

7,387

1,770,140

1,665,635

3,443,162

Other Assets

213,964

-

-

213,964

Total Assets

$ 390,454

$ 3,679,113

$ 1,665,635

$ 5,735,202

LIABILITIES AND STOCKHOLDERS'

EQUITY (DEFICIT)

Current Liabilities

Accounts payable

$ 3,234,243

$ 465,518

$ -

$ 3,699,761

Related party payables

227,790

-

-

227,790

Notes payable (current)

1,103,015

379,230

-

1,482,245

Total Current Liabilities

4,565,048

844,748

-

5,409,796

Long-term Liabilities

Notes payable (long-term) (5)

70,000

-

4,000,000

4,070,000

Total Long-term Liabilities

70,000

-

4,000,000

4,070,000

Total Liabilities

4,635,048

844,748

4,000,000

9,479,796

Minority Interest

(67,939)

-

-

(67,939)

STOCKHOLDERS’ EQUITY (DEFICIT)

Common stock (1)

37,399

1,000

500

38,899

Additional paid-in capital (2)

32,506,865

334,851

163,649

33,005,365

Stock subscription receivable

(315,056)

-

-

(315,056)

Stock to be issued

82,970

-

-

82,970

Retained earnings (Accumulated deficit) (3)

(36,488,833)

2,498,514

(2,498,514)

(36,488,833)

Total Stockholders' Equity (Deficit)

(4,176,655)

2,834,365

(2,334,365)

(3,676,655)

Total Liabilities and Stockholders' Equity (Deficit)

$ 390,454

$ 3,679,113

$ 1,665,635

$ 5,735,202

Footnotes on the adjustments

(1) To reflect issuance of 15,000,000 Datameg shares for acquisition of AMS and eliminate 5,000 shares of AMS stock in combination.

(2) To reflect elimination of AMS paid-in capital offset by increase resulting from issuance of 15,000,000 shares of Datameg stock in acquisition valued at $500,000.

(3) To eliminate AMS retained earnings in combination.

(4) To reflect write-up of fixed assets to fair market value.

(5) To reflect the note payable to former AMS stockholders incurred by Datameg for the acquisition of AMS.

 

 

Datameg Corporation

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007

(Unaudited)

American

Pro Forma

Datameg

Marketing and

Combining

Pro Forma

Corporation

Sales, Inc.

Adjustments

Combined

Income from Operations

$ -

$ 7,378,686

$ -

$ 7,378,686

Cost of Goods Sold

-

5,514,608

-

5,514,608

Gross Profit

-

1,864,078

-

1,864,078

Operating Expenses

1,305,652

1,310,270

-

2,615,922

Net Loss from Operations

(1,305,652)

553,808

-

(751,844)

Other Income (Expense)

(98,479)

(48,933)

-

(147,412)

Net Loss

$ (1,404,131)

$ 504,875

$ -

$ (899,256)

Basic & Diluted Loss per Share

$ -

Weighted Average Number of

Common Shares Outstanding

397,053,278