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EXHIBIT 1.5
PRO FORMA FINANCIAL INFORMATION
On April 21, 2000, High Speed Net Solutions, Inc., a Florida Corporation
("HSNS") acquired 100% of the issued and outstanding shares of common stock of
JSJ Capital Corp., a Nevada Corporation ("JSJ"), in exchange for 50,000 shares
of 144 restricted common stock of HSNS and $400,000 in cash. As a result of
HSNS's 100% ownership of JSJ, the Board of Directors of HSNS approved the merger
of JSJ into HSNS whereby HSNS will be the surviving corporation.
The pro forma exhibits include a combining consolidated balance sheet as of
December 31, 1999 that reflects the effect of the stock issued and cash paid for
legal service in connection with the acquisition. The acquisition has been
accounted for as an issuance of HSNS common stock in exchange for the net
monetary assets of JSJ, accompanied by a recapitalization. In addition, a
combining consolidated statement of operations is included which presents loss
from operations for the year ended December 31, 1999. The pro forma balance
sheet is presented assuming the reverse acquisition occurred as of December 31,
1999 and the pro forma statements of operations are presented assuming the
reverse acquisition occurred on January 1, 1999.
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High Speed Net Solutions, Inc.
Pro Forma Combined Balance
Sheet (Unaudited)
December 31, 1999
10/31/99
JSJ
Capital Pro Forma Pro Forma
Audited Corp Adjustment Combined
------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and Equivalents $ 248,740 $30 $ (400,000)(a) $ --
1,642,202 (b) 1,490,972
Other Current Assets -- --
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TOTAL CURRENT ASSETS 248,740 30 1,242,202 1,490,972
Fixed Assets, Net 3,720 3,720
Investment in Common
Stock of Related Party 1,894,127 1,894,127
Prepaid Royalties 4,528,125 4,528,125
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TOTAL ASSETS $6,674,712 $30 $1,242,202 $7,916,944
======================================================
LIABILITIES AND
STOCKHOLDERS' EQUITY
Accounts Payable and
Accrued Expenses $ 899,876 -- -- $ 899,876
Payables to Related
Parties 589,815 -- -- 589,815
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TOTAL CURRENT LIABILITIES 1,489,691 -- -- 1,489,691
Stockholders' Equity:
Series A Convertible
Preferred Stock, $0.001
par value, 5,000,000 shares
authorized 2,000 shares
issued and outstanding on
a pro forma basis -- 1,642,202 (b) 1,642,202
Common Stock, $0.001 par
value, 50,000,000 shares
authorized, 21,062,149
issued and outstanding at
December 31, 1999 and
21,112,149, pro forma 21,062 67 (67)(c)
50 (d) 21,112
Additional Paid-in Capital 17,272,820 233 67 (c)
(50)(d)
(270)(e) 17,272,800
Deficit accumulated during
development stage (11,881,242) (270) (400,000)(a)
270 (e) (12,281,242)
Treasury Stock, at cost (227,619) -- -- (227,619)
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TOTAL STOCKHOLDERS' EQUITY 5,185,021 30 1,242,202 (6,427,253)
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $6,674,712 $30 $1,242,202 $7,916,944
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(a) Represents $400,000 in legal fees paid in connection with the merger. As
this amount exceeds the net assets of the acquired Company, this charge will be
recognized in earnings upon consummation of the acquisition.
(b) Reflects the issuance of 2,000 shares of preferred stock for net cash
proceeds of $1.6 million in February, 2000.
(c) Reflects the elimination of the historical common stock of JSJ Capital
Corporation.
(d) Records the issuance of 50,000 restricted common shares of HSNS to effect
the recapitalization.
(e) Reflects the elimination of the historical accumulated deficit of JSJ
Capital Corporation.
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High Speed Net Solutions, Inc.
Pro Forma Combined Statement of Operations
(Unaudited)
Year ended December 31, 1999
10/31/99
JSJ
Capital Pro Forma Pro Forma
Audited Corp Adjustment Combined
------------------------------------------------------
Selling, general and
administrative expenses $ 7,515,797 $270 $-- (b) $ 7,516,067
Interest Expense 2,655,749 -- 2,655,749
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Net loss $(10,171,546) $270 $-- (b) $(10,171,816)
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Per share amounts (basic
and diluted) --
Net loss (0.53) -- (0.53)
Weighted average shares
outstanding 19,030,492 50,000 (a) 19,080,492
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(a) The adjustment records the effect of the acquisition and merger which
resulted in an increase in the weighted average shares outstanding.
(b) Upon consummation of the merger, the Company will recognize $400,000 in
legal expenses representing legal fees paid in connection with the
merger in excess of net assets of JSJ acquired. This charge is not
included as a pro forma adjustment as it is not expected to have a
continuing impact on the Company.
