EX-99.3
3
v052009_99-3.txt
Exhibit 99.3
ALTERNATIVE ENERGY SOURCES, INC.
(A DEVELOPMENTAL STAGE COMPANY)
INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENT
Page
----
Introduction to Unaudited Pro Forma Condensed Consolidated
Financial Statement F-9
Balance Sheet - June 30, 2006 - Unaudited F-10
Notes to Financial Statement - Unaudited F-11
ALTERNATIVE ENERGY SOURCES, INC.
(A DEVELOPMENTAL STAGE COMPANY)
INTRODUCTION TO UNAUDITIED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENT
The Unaudited Pro Forma Financial Information reflects financial information,
which gives effect to the execution of the Agreement and Plan of Merger and
Reorganization between Beemer Acquisition Corporation, ("BAC") (a Delaware
corporation), a wholly owned subsidiary of Beemer Energy, Inc., ("BEI") (a
Delaware corporation), and Alternative Energy Sources, Inc., ("AES") (a Delaware
corporation). On June 19, 2006, the holders of BEI's issued and outstanding
capital stock surrendered all of their issued and outstanding capital stock to
AES in exchange for 12,900,000 shares of AES common stock. The Pro Forma
Statement included herein reflects the above transaction, which has been
accounted for as a reverse merger (recapitalization) with BEI being deemed the
accounting acquirer and BAC being deemed the legal acquirer. Such financial
information has been prepared from, and should be read in conjunction with, the
unaudited condensed consolidated June 30, 2006 financial statements of AES
included in its Form 10-QSB filing, as well as in conjunction with BEI's audited
financial statements filed herein.
The accompanying unaudited pro forma condensed consolidated financial statement
is presented to illustrate the effects of the merger and reorganization on the
historical financial position and operating results of AES and BEI. The
unaudited pro forma condensed consolidated balance sheet as of June 30, 2006
gives effect to the merger and reorganization as if it had occurred on that
date, and combines the respective balance sheets, as adjusted, at that date.
The unaudited condensed consolidated pro forma information is presented for
illustrative purposes only and is not necessarily indicative of the operating
results or financial position that would have occurred if the merger and
reorganization had been consummated on the indicated dates, nor is it
necessarily indicative of future operating results. The pro forma adjustments
are based on information available at the time of this filing.
F-9
Alternative Energy Sources, Inc.
(A Development Stage Company)
Unaudited Pro Forma Condensed Consolidated Balance Sheet
June 30, 2006
As of June 18, 2006 June 30. 2006
---------------------------- ----------------------------
Alternative Energy Beemer Energy Pro Forma Pro Forma
Sources, Inc. Inc. Adjustments Combined
--------------- --------------- --------------- ---- ---------------
ASSETS
Cash $ 6,091 $ -- $ 10,983,221 a $ 10,989,312
Prepaid expenses -- -- 18,302 a 18,302
--------------- --------------- --------------- ---------------
Total Current Assets 6,091 -- 11,001,523 11,007,614
--------------- --------------- --------------- ---------------
Total Assets $ 6,091 $ -- $ 11,001,523 $ 11,007,614
=============== =============== =============== ===============
LIABILITIES
Accounts Payable 37,609 -- (37,609) a --
Due to related parties 24,636 7,099 (31,735) a --
Note Payable 201,000 -- (201,000) a --
--------------- --------------- --------------- ---------------
Total Current Liabilities 263,245 7,099 (232,735) --
--------------- --------------- --------------- ---------------
Total Liabilities 263,245 7,099 (232,735) --
--------------- --------------- --------------- ---------------
STOCKHOLDERS' DEFICIT
Common Stock, $.0001 par value; 75,000,000
shares authorized; 15,375,000 and 40,500,000
shares issued and outstanding 1,538 -- 2,512 a --
Additional Paid in Capital 34,062 2,000 11,011,761 a 11,047,823
Accumulated Deficit (292,754) (9,099) 257,594 a (44,259)
--------------- --------------- --------------- ---------------
Total Stockholders' Deficit (257,154) (7,099) 11,271,867 11,003,564
--------------- --------------- --------------- ---------------
Total Liabilties and Stockholders' Deficit $ 6,091 $ -- $ 11,039,132 $ 11,003,564
=============== =============== =============== ===============
The accompanying notes are an integral part of these unaudited pro forma
condensed consolidated financial statements.
F-10
ALTERNATIVE ENERGY SOURCES, INC.
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENT
JUNE 30, 2006
NOTE 1 - GENERAL
On June 19, 2006, Beemer Acquisition Corporation ("BAC") a wholly owned
subsidiary of Alternative Energy Sources, Inc. ("AES") (a publicly held
corporation) entered into an Agreement and Plan of Merger and Reorganization
with Beemer Energy Inc. ("BEI"), whereby, the holders of BEI's issued and
outstanding capital stock surrendered all of their issued and outstanding
capital stock to AES in exchange for 12,900,000 shares of AES common stock. The
shareholders of AES prior to the merger retained 15,000,000 shares of AES common
stock. As a result of the merger and a concurrent private offering, the
stockholders of AES own approximately 37% of the issued and outstanding shares
common stock and the former stockholder of BEI, investors, and a finder that
received shares of common stock in connection with the offering own
approximately 63% of the issued and outstanding shares of common stock.
The above transaction has been accounted for as a reverse merger
(recapitalization) with BEI being deemed the accounting acquirer and BAC being
deemed the legal acquirer.
NOTE 2 - SUMMARY OF PRO FORMA ADJUSTMENTS
The pro forma adjustments included in the unaudited pro forma condensed
consolidated financial statement as of June 30, 2006 are as follows:
(a) - To record reverse merger and private offering of common stock and
warrants.
F-11

EX - 99 . 3 3 v052009 _ 99 - 3 . txt Exhibit 99 . 3 ALTERNATIVE ENERGY SOURCES , INC . ( A DEVELOPMENTAL STAGE COMPANY ) INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENT Page ---- Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statement F - 9 Balance Sheet - June 30 , 2006 - Unaudited F - 10 Notes to Financial Statement - Unaudited F - 11 ALTERNATIVE ENERGY SOURCES , INC . ( A DEVELOPMENTAL STAGE COMPANY ) INTRODUCTION TO UNAUDITIED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENT The Unaudited Pro Forma Financial Information reflects financial information , which gives effect to the execution of the Agreement and Plan of Merger and Reorganization between Beemer Acquisition Corporation , ( " BAC " ) ( a Delaware corporation ) , a wholly owned subsidiary of Beemer Energy , Inc . , ( " BEI " ) ( a Delaware corporation ) , and Alternative Energy Sources , Inc . , ( " AES " ) ( a Delaware corporation ) . On June 19 , 2006 , the holders of BEI 's issued and outstanding capital stock surrendered all of their issued and outstanding capital stock to AES in exchange for 12,900,000 shares of AES common stock . The Pro Forma Statement included herein reflects the above transaction , which has been accounted for as a reverse merger ( recapitalization ) with BEI being deemed the accounting acquirer and BAC being deemed the legal acquirer . Such financial information has been prepared from , and should be read in conjunction with , the unaudited condensed consolidated June 30 , 2006 financial statements of AES included in its Form 10 - QSB filing , as well as in conjunction with BEI 's audited financial statements filed herein . The accompanying unaudited pro forma condensed consolidated financial statement is presented to illustrate the effects of the merger and reorganization on the historical financial position and operating results of AES and BEI . The unaudited pro forma condensed consolidated balance sheet as of June 30 , 2006 gives effect to the merger and reorganization as if it had occurred on that date , and combines the respective balance sheets , as adjusted , at that date . The unaudited condensed consolidated pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger and reorganization had been consummated on the indicated dates , nor is it necessarily indicative of future operating results . The pro forma adjustments are based on information available at the time of this filing . F - 9 Alternative Energy Sources , Inc . ( A Development Stage Company ) Unaudited Pro Forma Condensed Consolidated Balance Sheet June 30 , 2006 As of June 18 , 2006 June 30 . 2006 ---------------------------- ---------------------------- Alternative Energy Beemer Energy Pro Forma Pro Forma Sources , Inc . Inc . Adjustments Combined --------------- --------------- --------------- ---- --------------- ASSETS Cash $ 6,091 $ -- $ 10,983,221 a $ 10,989,312 Prepaid expenses -- -- 18,302 a 18,302 --------------- --------------- --------------- --------------- Total Current Assets 6,091 -- 11,001,523 11,007,614 --------------- --------------- --------------- --------------- Total Assets $ 6,091 $ -- $ 11,001,523 $ 11,007,614 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = LIABILITIES Accounts Payable 37,609 -- ( 37,609 ) a -- Due to related parties 24,636 7,099 ( 31,735 ) a -- Note Payable 201,000 -- ( 201,000 ) a -- --------------- --------------- --------------- --------------- Total Current Liabilities 263,245 7,099 ( 232,735 ) -- --------------- --------------- --------------- --------------- Total Liabilities 263,245 7,099 ( 232,735 ) -- --------------- --------------- --------------- --------------- STOCKHOLDERS ' DEFICIT Common Stock , $ .0001 par value ; 75,000,000 shares authorized ; 15,375,000 and 40,500,000 shares issued and outstanding 1,538 -- 2,512 a -- Additional Paid in Capital 34,062 2,000 11,011,761 a 11,047,823 Accumulated Deficit ( 292,754 ) ( 9,099 ) 257,594 a ( 44,259 ) --------------- --------------- --------------- --------------- Total Stockholders ' Deficit ( 257,154 ) ( 7,099 ) 11,271,867 11,003,564 --------------- --------------- --------------- --------------- Total Liabilties and Stockholders ' Deficit $ 6,091 $ -- $ 11,039,132 $ 11,003,564 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements . F - 10 ALTERNATIVE ENERGY SOURCES , INC . ( A DEVELOPMENTAL STAGE COMPANY ) NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENT JUNE 30 , 2006 NOTE 1 - GENERAL On June 19 , 2006 , Beemer Acquisition Corporation ( " BAC " ) a wholly owned subsidiary of Alternative Energy Sources , Inc . ( " AES " ) ( a publicly held corporation ) entered into an Agreement and Plan of Merger and Reorganization with Beemer Energy Inc . ( " BEI " ) , whereby , the holders of BEI 's issued and outstanding capital stock surrendered all of their issued and outstanding capital stock to AES in exchange for 12,900,000 shares of AES common stock . The shareholders of AES prior to the merger retained 15,000,000 shares of AES common stock . As a result of the merger and a concurrent private offering , the stockholders of AES own approximately 37 % of the issued and outstanding shares common stock and the former stockholder of BEI , investors , and a finder that received shares of common stock in connection with the offering own approximately 63 % of the issued and outstanding shares of common stock . The above transaction has been accounted for as a reverse merger ( recapitalization ) with BEI being deemed the accounting acquirer and BAC being deemed the legal acquirer . NOTE 2 - SUMMARY OF PRO FORMA ADJUSTMENTS The pro forma adjustments included in the unaudited pro forma condensed consolidated financial statement as of June 30 , 2006 are as follows : ( a ) - To record reverse merger and private offering of common stock and warrants . F - 11