EX-99.2OTHERFINANCIA 2 proformafs.txt PRO FORMA FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The following Unaudited Pro Forma Combined Financial Statements of AuctionAnything.com, Inc. ("AuctionAnything") and Disease S.I., Inc. ("Disease SI") gives effect to the merger between AuctionAnything and Disease SI under the purchase method of accounting prescribed by Accounting Principles Board Opinion No. 16, Business Combinations. These pro forma statements are presented for illustrative purposes only. The pro forma adjustments are based upon available information and assumptions that management believes are reasonable. The Unaudited Pro Forma Combined Financial Statements do not purport to represent what the results of operations or financial position of AuctionAnything would actually have been if the merger had in fact occurred on February 1, 2001 or February 1, 2000, nor do they purport to project the results of operations or financial position of AuctionAnything for any future period or as of any date, respectively. The acquisition of Disease SI by AuctionAnything has been accounted for as a reverse acquisition under the purchase method for business combinations. The combination of the two companies is recorded as a recapitalization of Disease SI, pursuant to which Disease SI is treated as the continuing entity. These Unaudited Pro Forma Combined Financial Statements do not give effect to any restructuring costs or to any potential cost savings or other operating efficiencies that could result from the merger between AuctionAnything and Disease SI. The consolidated financial statements of AuctionAnything for the year ended January 31, 2001, are derived from audited consolidated financial statements and are included in the Form 10-KSB as filed by AuctionAnything on May 15, 2001, with the Securities and Exchange Commission. The consolidated financial statements of AuctionAnything for the three months ended April 30, 2001, are derived from unaudited consolidated financial statements and are included in the Form 10-QSB as filed by AuctionAnything on June 18, 2001, with the Securities and Exchange Commission. You should read the financial information in this section along with AuctionAnything's historical consolidated financial statements and accompanying notes in prior Securities and Exchange Commission filings and in this amended Current Report on Form 8-K. AUCTIONANYTHING.COM, INC. Unaudited Pro Forma Combined Balance Sheet April 30, 2001
Pro Forma adjustments ----------------------- ASSETS AUCTION DISEASE DR CR Pro Forma --------------- ------------- ---------- --------- ------------ Current assets: Cash and cash equivalents $ 4,251 $ 59,100 $ 140,000 $ 106,500 $ 96,851 Accounts receivable 18,428 - 18,428 Other assets 5,000 - 5,000 --------------- ------------- ------------ Total current assets 27,679 59,100 120,279 EQUIPMENT 36,091 - 36,091 --------------- ------------- ------------ $ 63,770 $ 59,100 $ 156,370 =============== ============= ============ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable and accrued expenses $ 148,718 $ - $ 148,718 Unearned revenue 2,035 - 2,035 Note payable - - 140,000 140,000 --------------- ------------- ------------ Total current liabilities 150,753 - 290,753 Stockholders' equity (deficit): Common stock, 28,790,696 actual shares 80,768,922 pro forma shares 28,791 60,000 60,000 60,000 88,791 Treasury stock, 8,021,774 shares - - 8,022 (8,022) Additional paid-in capital 1,256,084 - 1,530,336 60,000 (214,252) Accumulated deficit (1,371,858) (900) 1,371,858 (900) --------------- ------------- ------------ Total stockholders' equity (deficit) (86,983) 59,100 (134,383) --------------- ------------- ------------ $ 63,770 $ 59,100 $ 156,370 =============== ============= ============
See notes to unaudited pro forma financial statements AUCTIONANYTHING.COM, INC. Unaudited Pro Forma Combined Statements of Operations STATEMENT OF OPERATIONS Year Ended January 31, 2001
Pro Forma adjustments ----------------------- AUCTION DISEASE TOTAL DR CR Pro Forma ----------- ---------- ----------- ---------- ---------- --------------- REVENUES: Auction sales $ 74,151 $ - 74,151 $ 74,151 Internet business solutions 58,820 - 58,820 58,820 Internet service revenue 36,260 - 36,260 36,260 Custom development fees 26,475 - 26,475 26,475 ----------- ---------- ----------- --------------- 195,706 - 195,706 195,706 COST OF SALES 59,083 - 59,083 59,083 COST OF SERVICES 28,130 - 28,130 28,130 ----------- ---------- ----------- --------------- 87,213 - 87,213 87,213 GROSS PROFIT 108,493 - 108,493 108,493 OPERATING EXPENSES: Salaries and employee benefits 306,310 - 306,310 306,310 Professional fees 102,323 - 102,323 102,323 Other selling, general and administrative 46,503 - 46,503 46,503 Advertising 17,512 - 17,512 17,512 Insurance 18,383 - 18,383 18,383 ----------- ---------- ----------- --------------- 491,031 - 491,031 491,031 OPERATING LOSS (382,538) - (382,538) (382,538) OTHER INCOME 2,718 - 2,718 2,718 CAPITAL GAINS (LOSSES) (859) - (859) (859) DEPRECIATION AND AMORTIZATION (172,417) - (172,417) (172,417) (170,558) - (170,558) (170,558) ----------- ---------- ----------- --------------- NET LOSS $ (553,096) $ - $ (553,096) $ (553,096) =========== ========== =========== =============== NET LOSS PER WEIGHTED AVERAGE SHARES OUTSTANDING - Basic and Diluted $ (0.02) $ - $ (0.02) $ (0.01) =========== ========== ============ =============== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and Diluted 28,588,693 - 28,588,693 60,000,000 8,021,774 80,566,919 =========== ========== ============ ===============
See notes to unaudited pro forma financial statements AUCTIONANYTHING.COM, INC. Unaudited Pro Forma Combined Statements of Operations STATEMENT OF OPERATIONS
Pro Forma adjustments ----------------------- AUCTION DISEASE TOTAL DR CR Pro Forma ---------------- ------------------ --------- --------- ----------- ----------- Three Months April 17, 2001 Ended (inception) through April 30, 2001 April 30, 2001 REVENUES: Internet service revenue $ 6,720 $ - $ 6,720 $ 6,720 Internet business solutions 15,382 - 15,382 15,382 Custom development fees 8,450 - 8,450 8,450 ---------------- ---------------- --------- ----------- 30,552 - 30,552 30,552 COST OF SERVICES 7,022 - 7,022 7,022 ---------------- ---------------- --------- ----------- GROSS PROFIT 23,530 - 23,530 23,530 OPERATING EXPENSES: Salaries and employee benefits 39,935 - 39,935 39,935 Professional fees 12,732 - 12,732 12,732 Other selling, general and administrative (6,301) 900 (5,401) (5,401) Depreciation and amortization 5,354 - 5,354 5,354 Advertising 17 - 17 17 Insurance 46 - 46 46 ---------------- ---------------- --------- ----------- 51,783 900 52,683 52,683 OTHER INCOME 95 - 95 95 ---------------- ---------------- --------- ----------- NET LOSS $ (28,158) $ (900) $ (29,153) $ (29,153) ================ ================ ========= =========== NET LOSS PER WEIGHTED AVERAGE SHARES OUTSTANDING - Basic and Diluted (0.00) $ - $ (0.00) $ (0.00) ================ ================ ========= =========== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and Diluted 28,790,696 - 28,790,696 60,000,000 8,021,774 80,768,922 ================ ================ ========= ===========
See notes to unaudited pro forma financial statements AUCTIONANYTHING.COM, INC. Unaudited Pro Forma Adjustments Pro Forma adjustments reflect the following transaction:
Pro Forma adjustments - Balance Sheet April 30, 2001 DR CR ----------------- --------------- (a) Common Stock $ 60,000 $ Additional paid-in capital 60,000 Additional paid-in capital 1,431,858 Common Stock 60,000 Accumulated defict 1,371,858 To record the acquisition of Disease SI by AuctionAnything for 60,000,000 shares of AuctionAnything's common stock, which is equivalent to 74.3% of the total number of AuctionAnything shares of common stock outstanding, in exchange for all the outstanding shares of Disease SI common stock the AuctionAnything Stockholders delivered to Disease SI. The acquisition has been accounted for as a reverse acquisition under the purchase method for business combinations. The combination of the two companies is recorded as a recapitalization of Disease SI, pursuant to which Disease SI is treated as the continuing entity. (b) Cash 140,000 Notes payable 140,000 To record proceeds from promissory note issued in May 2001. (c) Treasury stock 8,022 Additional paid-in capital 98,478 Cash 106,500 To record purchase of 8,021,774 shares of treasury stock