EX-99.2
5
ex992.htm
Summary Allianex PL
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined balance sheet combines our historical unaudited balance sheet as of March 31, 2010 and the historical audited balance sheet of Allianex as of March 31, 2010, giving effect to the acquisition as if it had occurred on March 31, 2010.
The following unaudited pro forma condensed combined statements of operations combine (i) the historical unaudited statements of operations of us and Allianex, LLC ("Allianex") for the three months ended March 31, 2010, giving effect to the acquisition as if it had occurred on January 1, 2010, and (ii) the historical unaudited statements of operations of us and Allianex for the twelve months ended December 31, 2009, giving effect to the acquisition as if it had occurred on January 1, 2009.
The following information should be read in conjunction with the pro forma condensed combined financial statements:
·
Accompanying notes to the unaudited pro forma condensed combined statements;
·
Separate historical financial statements of Allianex included elsewhere in this Report; and
·
Our separate historical financial statements, which are included in our Annual Reports filed on Form 10-K and our Quarterly Reports filed on Form 10-Q.
The unaudited pro forma information is not necessarily indicative of the financial position or results of operations that may have actually occurred had the acquisition taken place on the dates noted, or the future financial position or operating results of the combined company.
Kensington Leasing, Ltd. and Allianex LLC
Consolidated Pro Forma Balance Sheets (Unaudited)
Historical
Pro Forma Consolidated (Unaudited)
Kensington Leasing, Ltd.
Three Months Ended March 31,
2010
Allianex LLC
Three Months Ended March 31,
2010 (a)
Adjustments
As Adjusted
ASSETS
Current assets
Cash
$
346,805
$
101,238
$
--
$
448,043
Accounts receivable
--
3,900
--
3,900
Other current assets
102,380
--
--
102,380
Total current assets
449,185
105,138
--
554,323
Property and equipment, net
--
38,782
--
38,782
Intangible assets and goodwill
5,000
--
88,587
(b)
93,587
Total assets
454,185
143,920
88,587
686,692
LIABILITIES AND
SHAREHOLDERS' DEFICIT
Liabilities
Notes payable
763
100,000
--
100,763
Accounts payable and accrued
789
11,507
--
12,296
expenses
Due to related parties
15,000
--
--
15,000
Total liabilities
16,552
111,507
--
128,059
Stockholders' Equity (Deficit)
Common stock
7,313
--
575
(b)
7,888
Paid in capital
490,512
--
120,425
(b)
610,937
Deficit accumulated during
(60,193)
(819,855)
819,855
(b)
(60,193)
development stage
Member contributions during
--
852,268
(852,268)
(b)
--
development stage
Total shareholders' equity
437,632
32,413
88,587
558,632
(deficit)
Total liabilities and
$
454,185
$
143,920
$
88,587
$
686,692
shareholders' equity (deficit)
See accompanying notes to pro forma financial information
Kensington Leasing, Ltd. and Allianex LLC
Consolidated Pro Forma Statements of Operations
Historical (Audited)
Pro Forma Consolidated (Unaudited)
Kensington Leasing, Ltd.
December 31, 2009
Allianex LLC
December 31, 2009 (a)
Adjustments
As Adjusted
Income
$ --
$
7,293
$
--
$
7,293
Operating expenses
General and administrative
2,045
41,823
--
43,868
Legal and accounting
25,030
--
--
25,030
Selling
--
109,336
--
109,336
Total operating expenses
27,075
151,159
--
178,234
Income from operations
(27,075)
(143,866)
--
(170,941)
Other income (expense)
LLC Fees
--
(800)
800
(c)
--
Interest income (expense)
(327)
--
--
(327)
Total other income (expense)
(327)
(800)
800
(327)
Net loss
$
(27,402)
$
(144,666)
$
800
$
(171,268)
Net loss per share
$
(0.02)
$
(0.09)
Weighted average shares outstanding
1,237,104
(b)
1,812,104
See accompanying notes to pro forma financial information
Kensington Leasing, Ltd. and Allianex LLC
Consolidated Pro Forma Statements of Operations (Unaudited)
Historical
Pro Forma
Kensington Leasing, Ltd.
Three Months Ended March 31, 2010
Allianex LLC
Three Months Ended March 31, 2010(a)
Adjustments
As Adjusted
Income
$ --
$
--
$
--
$
--
Operating expenses
General and administrative
1,976
7,426
--
9,402
Legal and accounting
25,815
-
25,815
Selling
-
18,854
--
18,854
Total operating expenses
27,791
26,280
--
54,071
Income from operations
(27,791)
(26,280)
--
(54,071)
Other income (expense)
LLC Fees
--
(200)
200
(c)
--
Interest income (expense)
--
--
--
--
Total other income (expense)
--
(200)
200
--
Net loss
$
(27,791)
$
(26,480)
$
200
$
(54,071)
Net loss per share
$
(0.02)
$
(0.03)
Weighted average shares outstanding
1,379,667
(b)
1,954,667
See accompanying notes to pro forma financial information
Notes to Pro Forma Financial Information
(a)
The Unaudited Pro Forma Consolidated Financial Statements are based on the historical financial statements of Allianex, LLC.
(b)
Adjustments reflect the opening balance sheet entries as determined by an internal valuation of the fair market value of the consideration paid. We issued 575,000 shares of our common stock to Allianex LLC at a value of $.08 per share and $75,000 in cash for a total value of $121,000. The assets we acquired from Allianex included principally: fixed assets (recorded at net book value); contracts and relationships with a network of retail aggregator partners, affinity groups and direct selling companies, and a call center; as well as a worldwide license to use, exploit, market, sell and distribute certain software products to the purchasers of prepaid cards.
(c)
Adjustments reflect the reversal of fees incurred by the Allianex, LLC, as a limited liability company, which would not have been incurred as a Corporation.

EX - 99 . 2 5 ex992 . htm Summary Allianex PL UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined balance sheet combines our historical unaudited balance sheet as of March 31 , 2010 and the historical audited balance sheet of Allianex as of March 31 , 2010 , giving effect to the acquisition as if it had occurred on March 31 , 2010 . The following unaudited pro forma condensed combined statements of operations combine ( i ) the historical unaudited statements of operations of us and Allianex , LLC ( " Allianex " ) for the three months ended March 31 , 2010 , giving effect to the acquisition as if it had occurred on January 1 , 2010 , and ( ii ) the historical unaudited statements of operations of us and Allianex for the twelve months ended December 31 , 2009 , giving effect to the acquisition as if it had occurred on January 1 , 2009 . The following information should be read in conjunction with the pro forma condensed combined financial statements : · Accompanying notes to the unaudited pro forma condensed combined statements ; · Separate historical financial statements of Allianex included elsewhere in this Report ; and · Our separate historical financial statements , which are included in our Annual Reports filed on Form 10 - K and our Quarterly Reports filed on Form 10 - Q . The unaudited pro forma information is not necessarily indicative of the financial position or results of operations that may have actually occurred had the acquisition taken place on the dates noted , or the future financial position or operating results of the combined company . Kensington Leasing , Ltd . and Allianex LLC Consolidated Pro Forma Balance Sheets ( Unaudited ) Historical Pro Forma Consolidated ( Unaudited ) Kensington Leasing , Ltd . Three Months Ended March 31 , 2010 Allianex LLC Three Months Ended March 31 , 2010 ( a ) Adjustments As Adjusted ASSETS Current assets Cash $ 346,805 $ 101,238 $ -- $ 448,043 Accounts receivable -- 3,900 -- 3,900 Other current assets 102,380 -- -- 102,380 Total current assets 449,185 105,138 -- 554,323 Property and equipment , net -- 38,782 -- 38,782 Intangible assets and goodwill 5,000 -- 88,587 ( b ) 93,587 Total assets 454,185 143,920 88,587 686,692 LIABILITIES AND SHAREHOLDERS ' DEFICIT Liabilities Notes payable 763 100,000 -- 100,763 Accounts payable and accrued 789 11,507 -- 12,296 expenses Due to related parties 15,000 -- -- 15,000 Total liabilities 16,552 111,507 -- 128,059 Stockholders ' Equity ( Deficit ) Common stock 7,313 -- 575 ( b ) 7,888 Paid in capital 490,512 -- 120,425 ( b ) 610,937 Deficit accumulated during ( 60,193 ) ( 819,855 ) 819,855 ( b ) ( 60,193 ) development stage Member contributions during -- 852,268 ( 852,268 ) ( b ) -- development stage Total shareholders ' equity 437,632 32,413 88,587 558,632 ( deficit ) Total liabilities and $ 454,185 $ 143,920 $ 88,587 $ 686,692 shareholders ' equity ( deficit ) See accompanying notes to pro forma financial information Kensington Leasing , Ltd . and Allianex LLC Consolidated Pro Forma Statements of Operations Historical ( Audited ) Pro Forma Consolidated ( Unaudited ) Kensington Leasing , Ltd . December 31 , 2009 Allianex LLC December 31 , 2009 ( a ) Adjustments As Adjusted Income $ -- $ 7,293 $ -- $ 7,293 Operating expenses General and administrative 2,045 41,823 -- 43,868 Legal and accounting 25,030 -- -- 25,030 Selling -- 109,336 -- 109,336 Total operating expenses 27,075 151,159 -- 178,234 Income from operations ( 27,075 ) ( 143,866 ) -- ( 170,941 ) Other income ( expense ) LLC Fees -- ( 800 ) 800 ( c ) -- Interest income ( expense ) ( 327 ) -- -- ( 327 ) Total other income ( expense ) ( 327 ) ( 800 ) 800 ( 327 ) Net loss $ ( 27,402 ) $ ( 144,666 ) $ 800 $ ( 171,268 ) Net loss per share $ ( 0 . 02 ) $ ( 0 . 09 ) Weighted average shares outstanding 1,237,104 ( b ) 1,812,104 See accompanying notes to pro forma financial information Kensington Leasing , Ltd . and Allianex LLC Consolidated Pro Forma Statements of Operations ( Unaudited ) Historical Pro Forma Kensington Leasing , Ltd . Three Months Ended March 31 , 2010 Allianex LLC Three Months Ended March 31 , 2010 ( a ) Adjustments As Adjusted Income $ -- $ -- $ -- $ -- Operating expenses General and administrative 1,976 7,426 -- 9,402 Legal and accounting 25,815 - 25,815 Selling - 18,854 -- 18,854 Total operating expenses 27,791 26,280 -- 54,071 Income from operations ( 27,791 ) ( 26,280 ) -- ( 54,071 ) Other income ( expense ) LLC Fees -- ( 200 ) 200 ( c ) -- Interest income ( expense ) -- -- -- -- Total other income ( expense ) -- ( 200 ) 200 -- Net loss $ ( 27,791 ) $ ( 26,480 ) $ 200 $ ( 54,071 ) Net loss per share $ ( 0 . 02 ) $ ( 0 . 03 ) Weighted average shares outstanding 1,379,667 ( b ) 1,954,667 See accompanying notes to pro forma financial information Notes to Pro Forma Financial Information ( a ) The Unaudited Pro Forma Consolidated Financial Statements are based on the historical financial statements of Allianex , LLC . ( b ) Adjustments reflect the opening balance sheet entries as determined by an internal valuation of the fair market value of the consideration paid . We issued 575,000 shares of our common stock to Allianex LLC at a value of $ .08 per share and $ 75,000 in cash for a total value of $ 121,000 . The assets we acquired from Allianex included principally : fixed assets ( recorded at net book value ) ; contracts and relationships with a network of retail aggregator partners , affinity groups and direct selling companies , and a call center ; as well as a worldwide license to use , exploit , market , sell and distribute certain software products to the purchasers of prepaid cards . ( c ) Adjustments reflect the reversal of fees incurred by the Allianex , LLC , as a limited liability company , which would not have been incurred as a Corporation .