EX-7.1 3 proforma1.txt PRO FORMA FINANCIAL STATEMENTS (UNAUDITED) BEVsystems International, Ltd. and Aqua Clara Bottling & Distribution, Inc. Pro forma Balance Sheet December 2001 (Unaudited)
Aqua Clara BEVsystems Bottling & International, Ltd. Distribution, Inc. Period ended Period ended Pro Forma December 31,2001 December 29,2001 Adjustments Combined ------------------ ------------------ ----------- ----------- Assets Cash $ 84,961 $ 5,223 $ 90,184 Accounts receivable 23,791 148,420 172,211 Inventories 21,297 45,315 66,612 Prepaid expenses 17,000 3,701 20,701 ------------ ------------ ----------- ----------- Total current assets 147,049 202,659 0 349,708 ------------ ------------ ----------- ----------- Property, plant & equipment, net 232,068 1,649,467 1,409,303 (A) 3,290,838 Other assets 5,598 5,598 Intangible assets 5,913,490 9,058,741 (A) 14,972,231 ------------ ------------ ----------- ----------- Total Assets $ 6,292,607 $ 1,857,724 $10,468,044 $18,618,375 ============ ============ =========== =========== Liabilities and equity Accounts payable and accrued $ 1,158,817 $ 1,148,929 $ 2,307,746 Notes payable 1,020,638 128,625 1,149,263 ------------ ------------ ----------- ----------- Total liabilities 2,179,455 1,277,554 0 3,457,009 ------------ ------------ ----------- ----------- Equity Preferred stock 74,602 74,602 Common stock & additional paid-in capital 6,535,671 13,583,206 (13,583,206) (A) 17,509,283 10,468,044 (A) 505,568 (A) Accumulated deficit (2,422,519) (13,077,638) 13,077,638 (A) (2,422,519) ------------ ------------ ----------- ----------- Total stockholders' equity 4,113,152 580,170 10,468,044 15,161,366 ------------ ------------ ----------- ----------- Total Liabilities and Equity $ 6,292,607 $ 1,857,724 $10,468,044 $18,618,375 ============ ============ =========== ===========
BEVsystems International, Ltd. and Aqua Clara Bottling & Distribution, Inc. Pro forma Condensed Statement of Operations For the period ended December 2001 (Unaudited)
Aqua Clara BEVsystems Bottling & International, Ltd. Distribution, Inc. Period ended Period ended Pro Forma December 31,2001 December 29,2001 Adjustments Combined ------------------ ------------------ ----------- ----------- Revenues $ 1,499,645 $ 331,523 $ 1,831,168 Cost of revenues 1,353,135 341,803 1,694,938 Gross profit (loss) 146,510 (10,280) 136,230 General, administrative and sales expenses 2,569,029 1,337,308 15,315 (B) 3,921,652 ------------ ------------ ----------- ----------- Net loss from continuing operations (2,422,519) (1,347,588) (15,315) (3,785,422) ------------ ------------ ----------- ----------- Net loss applicable to common stock (2,422,519) (1,347,588) (15,315) (3,785,422) ============ ============ =========== =========== Basic and diluted loss per share: Net loss per common share $ (0.17100) $ (0.14669) Weighted average shares of common ============ =========== stock outstanding 7,882,836 (C) 25,805,170 ============ ===========
BEVsystems International, Ltd. and Aqua Clara Bottling & Distribution, Inc. Unaudited Pro Forma Financial Statements BEVsystems International, Inc. (Aqua Clara) (a Colorado corporation, formerly known as Aqua Clara Bottling and Distribution, Inc.) issued 30,432,410 shares of common stock for all of the outstanding stock of BEVsystems International, Ltd. (BEV Ltd.) (a Bermuda corporation) pursuant to an acquisition agreement entered into January 15, 2002. The acquisition was accounted for using the purchase method of accounting with BEV Ltd. treated as the acquirer for accounting purposes. As a result, the assets and liabilities of BEV Ltd. are recorded at historical values and the assets and liabilities of Aqua Clara are recorded at their estimated fair values at the date of the merger. The following unaudited pro forma statements reflect the combined results of BEV Ltd. and Aqua Clara. The balance sheet is as of December 31, 2001 for BEV Ltd. and December 29, 2001 for Aqua Clara, the end of the most recent fiscal quarter. The statement of operations reflects the activity of BEV Ltd. for the period from April 1, 2001 through December 31, 2001 and Aqua Clara for the period from April 1, 2001 through December 29, 2001 (three thirteen week quarters). The information was prepared as if the acquisition had occurred on April 1, 2001. In preparing the pro forma information, various assumptions were made. The pro forma financial statements are unaudited and do not purport to be indicative of the actual results of operations or financial position that would have been reported had these transactions occurred on April 1, 2001, nor is it indicative of the results of future combined operations. The pro forma statements should be read in conjunction with the audited historical financial statements of BEV Ltd. and Aqua Clara. BEVsystems International, Ltd. and Aqua Clara Bottling & Distribution, Inc. Notes to Unaudited Pro Forma Financial Statements BEVsystems International, Inc. effected a 10 for 1 reverse stock split on March 15, 2002. This stock split has been reflected in the financial statements and footnotes for all periods. A) Reflects the accounting for the purchase of Aqua Clara Bottling & Distribution, Inc., as if the purchase were transacted December 29, 2001. The purchase price of $12,110,741 is based on the market capitalization of Aqua Clara calculated on the closing price of $1.10 per share on February 25, 2002, the closing date the transaction. For accounting purposes, the acquisition has been treated as an acquisition of Aqua Clara by BEV Ltd. and as a recapitalization of Aqua Clara. The intangible asset adjustment amount reflects the excess purchase price over the estimated fair value of Aqua Clara's identifiable assets and liabilities. B) Amortization of the purchase adjustment to the tangible depreciable assets over the remaining useful lives of the assets. C) Reflects the weighted average number of shares outstanding for the period, after giving effect to the merger.