EX-99.3
8
v375429_ex99-3.htm
EXHIBIT 99.3
INTRODUCTION TO UNAUDITED PRO FORMA
COMBINED FINANCIAL INFORMATION
On April 23, 2014, StationDigital, Inc.,
a Delaware corporation ("StationDigital") consummated a Stock Purchase Agreement, as amended (the "Agreement")
entered into with Steel Pier Capital Advisors, LLC ("Steel Pier") whereby StationDigital acquired 4,850,000 shares
of 5,000,000 shares of Common Stock held by Steel Pier. The purchase price for the Shares was One Hundred Thousand Dollars ($100,000).
The acquisition of the Shares, which represent approximately 91% of the Registrant's shares of outstanding Common Stock,
resulted in a change in control of the Registrant.
Also on April 23, 2014, the Registrant
authorized an amendment to its Articles of Incorporation (the "Amendment") to (i) change its name to StationDigital,
Inc., (ii) to increase the number of its authorized shares of capital stock from 75,000,000 to 510,000,000 shares of which 500,000,000
shares were designated common stock, par value $0.0001 per share (the "Common Stock") and 10,000,000 shares were designated
"blank check" preferred stock, par value $0.0001 per share (the "Preferred Stock") and (iii) to effect
a forward split such that 17.6471 shares of Common Stock and Preferred Stock were issued for every 1 share of Common Stock and
Preferred Stock issued and outstanding immediately prior to the Amendment (the "Split"). The Registrant also authorized
a conversion of its corporate domicile to the State of Delaware.
Also on April 23, 2014, the Registrant
entered into and consummated the Agreement and Plan of Merger (the "Merger Agreement"), with StationDigital, whereby
StationDigital merged with into the Registrant (the "Merger") for approximately 3,585,575 pre-Split shares of the Company's
Common Stock and 56 shares of a newly-created Series A Preferred Stock. Further, the Registrant amended its By-laws to change the
fiscal year end to December 31st. The change is intended to align the Registrant's fiscal periods with that of StationDigital's
business.
The unaudited pro forma combined balance
sheet as of December 31, 2013 combines the unaudited balance sheet of the Registrant as of December 31, 2013 and the unaudited
balance sheet of StationDigital, Inc. as of December 31, 2013 and assumes that the Exchange was consummated on December 31, 2013.
The information presented in the unaudited
pro forma condensed combined financial statements does not purport to represent what our financial position or results of operations
would have been had the Exchange occurred as of the dates indicated, nor is it indicative of our future financial position or results
of operations for any period. You should not rely on this information as being indicative of the historical results that would
have been achieved had the companies always been combined or the future results that the combined company will experience after
the Exchange.
The unaudited pro forma adjustments are
based upon available information and certain assumptions that we believe are reasonable under the circumstances.
StationDigital, Inc.
(A Development Stage Company)
Pro Forma Balance Sheet
December 31,
2013
December 31,
2013
Pro Forma
StationDigital,
Inc.
Alarming Devices,
Inc.
Adjustments
Note
Consolidated
ASSETS
Current assets:
Cash
$
5,687
$
-
$
-
$
5,687
Deposit
1,000
-
-
1,000
Total current assets
6,687
-
-
6,687
Property and equipment, net
41,865
-
-
41,865
Website development costs,
net
229,884
-
-
229,884
Total assets
$
278,436
$
-
$
-
$
278,436
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable
$
634,097
$
33,252
$
-
$
667,349
Advances from stockholder
-
79,837
-
79,837
Payable to GoldenHeart Holdings
5,676,478
-
5,676,478
Payable to GHH Commerce
416,183
-
-
416,183
Total current liabilities
6,726,758
113,089
-
6,839,847
Total liabilities
6,726,758
113,089
-
6,839,847
Stockholders' deficit:
Common stock par value $0.0001: 500,000,000 shares
authorized; 68,500,154 shares issued and outstanding
748
5,340
762
1,2,3,4,5,6
6,850
Preferred stock par value $0.0001: 10,000,000
shares authorized; nil shares issued and outstanding
-
-
-
-
Loan to shareholder
(4,045
)
-
-
(4,045
)
Related party receivable
(468,389
)
-
-
(468,389
)
Stock payable
2,456
-
-
2,456
Additional paid-in capital
-
9,860
(762
)
1,2,3,4,5,6
9,098
Deficit accumulated during
the development stage
(5,979,092
)
(128,289
)
-
(6,107,381
)
Total stockholders'
deficit
(6,448,322
)
(113,089
)
-
(6,561,411
)
Total liabilities and
stockholders' deficit
$
278,436
$
-
$
-
$
278,436
Registrant share transactions
Shares
Cash Consideration
Share Value
Paid-in Capital
Pro forma adjustments
Common stock:
(1) To give effect to the elimination of StationDigital's
common stock in Share Exchange
-
$
-
$
(748
)
$
748
(2) To give effect to the exchange of Steel Pier's common stock
in Share Exchange
(5,000,000
)
-
(5,000
)
5,000
(3) To give effect to the issuance of common stock to StationDigital
in Share Exchange
3,400,000
-
3,400
(3,400
)
(4) To give effect to forward stock split of 17.6471 for 1
62,260,154
-
62,260
(62,260
)
(5) To give effect to the shares issued to Steel Pier in consideration
for Share Exchange
2,500,000
-
2,500
(2,500
)
(6) To give effect of change in par value from
$0.001 to $0.0001
-
-
(61,650
)
61,650
Total common stock pro forma adjustments
63,160,154
$
-
$
762
$
(762
)
StationDigital, Inc.
(A Development Stage Company)
Pro Forma Statements of Operations
For the Year Ended
For the Year Ended
December 31, 2013
December 31, 2013
StationDigital, Inc.
Alarming Devices, Inc.
Adjustment
Consolidated
Advertising revenue
$
13,512
$
-
$
-
$
13,512
Cost of revenue
559,750
-
-
559,750
Operating expenses:
Product development costs
282,016
-
-
282,016
Sales and marketing
4,627,523
-
-
4,627,523
Professional fees
-
30,133
-
30,133
General and administrative
455,613
-
-
455,613
Total operating expenses
5,365,152
30,133
-
5,395,285
Operating loss
(5,911,390
)
(30,133
)
-
(5,941,523
)
Net loss
$
(5,911,390
)
$
(30,133
)
$
-
$
(5,941,523
)

EX - 99 . 3 8 v375429 _ ex99 - 3 . htm EXHIBIT 99 . 3 INTRODUCTION TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On April 23 , 2014 , StationDigital , Inc . , a Delaware corporation ( " StationDigital " ) consummated a Stock Purchase Agreement , as amended ( the " Agreement " ) entered into with Steel Pier Capital Advisors , LLC ( " Steel Pier " ) whereby StationDigital acquired 4,850,000 shares of 5,000,000 shares of Common Stock held by Steel Pier . The purchase price for the Shares was One Hundred Thousand Dollars ( $ 100,000 ) . The acquisition of the Shares , which represent approximately 91 % of the Registrant 's shares of outstanding Common Stock , resulted in a change in control of the Registrant . Also on April 23 , 2014 , the Registrant authorized an amendment to its Articles of Incorporation ( the " Amendment " ) to ( i ) change its name to StationDigital , Inc . , ( ii ) to increase the number of its authorized shares of capital stock from 75,000,000 to 510,000,000 shares of which 500,000,000 shares were designated common stock , par value $ 0.0001 per share ( the " Common Stock " ) and 10,000,000 shares were designated " blank check " preferred stock , par value $ 0.0001 per share ( the " Preferred Stock " ) and ( iii ) to effect a forward split such that 17 . 6471 shares of Common Stock and Preferred Stock were issued for every 1 share of Common Stock and Preferred Stock issued and outstanding immediately prior to the Amendment ( the " Split " ) . The Registrant also authorized a conversion of its corporate domicile to the State of Delaware . Also on April 23 , 2014 , the Registrant entered into and consummated the Agreement and Plan of Merger ( the " Merger Agreement " ) , with StationDigital , whereby StationDigital merged with into the Registrant ( the " Merger " ) for approximately 3,585,575 pre - Split shares of the Company 's Common Stock and 56 shares of a newly - created Series A Preferred Stock . Further , the Registrant amended its By - laws to change the fiscal year end to December 31 st . The change is intended to align the Registrant 's fiscal periods with that of StationDigital 's business . The unaudited pro forma combined balance sheet as of December 31 , 2013 combines the unaudited balance sheet of the Registrant as of December 31 , 2013 and the unaudited balance sheet of StationDigital , Inc . as of December 31 , 2013 and assumes that the Exchange was consummated on December 31 , 2013 . The information presented in the unaudited pro forma condensed combined financial statements does not purport to represent what our financial position or results of operations would have been had the Exchange occurred as of the dates indicated , nor is it indicative of our future financial position or results of operations for any period . You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience after the Exchange . The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances . StationDigital , Inc . ( A Development Stage Company ) Pro Forma Balance Sheet December 31 , 2013 December 31 , 2013 Pro Forma StationDigital , Inc . Alarming Devices , Inc . Adjustments Note Consolidated ASSETS Current assets : Cash $ 5,687 $ - $ - $ 5,687 Deposit 1,000 - - 1,000 Total current assets 6,687 - - 6,687 Property and equipment , net 41,865 - - 41,865 Website development costs , net 229,884 - - 229,884 Total assets $ 278,436 $ - $ - $ 278,436 LIABILITIES AND STOCKHOLDERS ' DEFICIT Current liabilities : Accounts payable $ 634,097 $ 33,252 $ - $ 667,349 Advances from stockholder - 79,837 - 79,837 Payable to GoldenHeart Holdings 5,676,478 - 5,676,478 Payable to GHH Commerce 416,183 - - 416,183 Total current liabilities 6,726,758 113,089 - 6,839,847 Total liabilities 6,726,758 113,089 - 6,839,847 Stockholders ' deficit : Common stock par value $ 0.0001 : 500,000,000 shares authorized ; 68,500,154 shares issued and outstanding 748 5,340 762 1,2,3,4,5,6 6,850 Preferred stock par value $ 0.0001 : 10,000,000 shares authorized ; nil shares issued and outstanding - - - - Loan to shareholder ( 4,045 ) - - ( 4,045 ) Related party receivable ( 468,389 ) - - ( 468,389 ) Stock payable 2,456 - - 2,456 Additional paid - in capital - 9,860 ( 762 ) 1,2,3,4,5,6 9,098 Deficit accumulated during the development stage ( 5,979,092 ) ( 128,289 ) - ( 6,107,381 ) Total stockholders ' deficit ( 6,448,322 ) ( 113,089 ) - ( 6,561,411 ) Total liabilities and stockholders ' deficit $ 278,436 $ - $ - $ 278,436 Registrant share transactions Shares Cash Consideration Share Value Paid - in Capital Pro forma adjustments Common stock : ( 1 ) To give effect to the elimination of StationDigital 's common stock in Share Exchange - $ - $ ( 748 ) $ 748 ( 2 ) To give effect to the exchange of Steel Pier 's common stock in Share Exchange ( 5,000,000 ) - ( 5,000 ) 5,000 ( 3 ) To give effect to the issuance of common stock to StationDigital in Share Exchange 3,400,000 - 3,400 ( 3,400 ) ( 4 ) To give effect to forward stock split of 17 . 6471 for 1 62,260,154 - 62,260 ( 62,260 ) ( 5 ) To give effect to the shares issued to Steel Pier in consideration for Share Exchange 2,500,000 - 2,500 ( 2,500 ) ( 6 ) To give effect of change in par value from $ 0.001 to $ 0.0001 - - ( 61,650 ) 61,650 Total common stock pro forma adjustments 63,160,154 $ - $ 762 $ ( 762 ) StationDigital , Inc . ( A Development Stage Company ) Pro Forma Statements of Operations For the Year Ended For the Year Ended December 31 , 2013 December 31 , 2013 StationDigital , Inc . Alarming Devices , Inc . Adjustment Consolidated Advertising revenue $ 13,512 $ - $ - $ 13,512 Cost of revenue 559,750 - - 559,750 Operating expenses : Product development costs 282,016 - - 282,016 Sales and marketing 4,627,523 - - 4,627,523 Professional fees - 30,133 - 30,133 General and administrative 455,613 - - 455,613 Total operating expenses 5,365,152 30,133 - 5,395,285 Operating loss ( 5,911,390 ) ( 30,133 ) - ( 5,941,523 ) Net loss $ ( 5,911,390 ) $ ( 30,133 ) $ - $ ( 5,941,523 )