Filed By Filing Services Canada Inc. 403-717-3898



FORM 8 – K


CURRENT REPORT


Pursuant to Section 13 or 15 (d) of

The Securities Exchange Act of 1934



Date of Report

(Date of earliest

event reported):

October 11, 2002


Carmina Technologies Inc.

(Exact name of registrant as specified in its charter)



Utah

0-30685

870305395

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)



810, 540 5th Avenue SW, Calgary, Alberta, Canada T2P 0M2

(Address of principal executive offices, including zip code)


(403) 269-5369

(Registrant’s telephone number)


Item 5.

Other Events


Unaudited Pro Forma Consolidated Financial Information


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



CARMINA TECHNOLOGIES INC.



Date:

September 29, 2003

By:

 /s/  John M. Alston

-------------------------------------------

John M. Alston

President and Chief Executive Officer




 

Unaudited Pro Forma Consolidated Financial Information

The Unaudited Pro Forma Consolidated Financial Information reflects financial information that gives effect to the October 1, 2002 acquisition of 100% of the issued and outstanding common shares of Worldwide Online Corp. by the Company.  Consideration for the acquisition was 650,000 shares of common stock of the Company.

The Pro Forma Consolidated Statement of Operations included herein reflects the use of the purchase method of accounting for the above transaction.  Such financial information has been prepared from, and should be read in conjunction with, the historical financial statements and notes thereto included in the Company’s 10-KSB Annual Report for the year ended December 31, 2002.  The Pro Forma Consolidated Statement of Operations gives effect to the transaction as if it had occurred on January 1, 2002, combining the results of the Company and Worldwide Online Corp. for the twelve-month period from January 1, 2002 to December 31, 2002.  The consolidated financial statements of the Company for the year ended December 31, 2002 include the results of operations of Worldwide Online Corp. for the three-month period from October 1, 2002 (acquisition date) to December 31, 2002.  To incorporate a full year’s activity of Worldwide Online Corp., this pro forma consolidated statement of operations also includes the results of Worldwide Online Corp. for the nine-month period from January 1, 2002 to September 30, 2002.   

The Pro Forma Consolidated Financial Information is unaudited and is not necessarily indicative of the consolidated results which actually would have occurred if the above transactions had been consummated at the beginning of the period presented; nor does it purport to present the results of operations for future periods.

 

 

 


Carmina Technologies Inc.

Pro-forma Consolidated Statement of Operations

(Unaudited - Expressed in US Dollars)

  

Worldwide

  
 

Carmina

Online Corp.

  

For the year ended

Technologies

(Acquired

 

Pro-forma

December 31, 2002

(Successor)

 company) (1)

Adjustments

Balance (2)

Revenue

        
 

Hosting and access

$

109,561

$

117,733

$

-

$

227,294

 

Consulting

 

34,631

 

333,686

 

-

 

368,317

 

Hardware sales

 

30,452

 

176,781

 

-

 

207,233

  

174,644

 

628,200

 

-

 

802,844

Cost of revenues

        
 

Hosting and access

 

75,341

 

41,037

 

-

 

116,378

 

Consulting

 

18,526

 

141,934

 

-

 

160,460

 

Hardware

 

18,991

 

151,498

 

-

 

170,489

 

Depreciation

 

14,000

 

-

 

-

 

14,000

Cost of revenues

 

126,858

 

334,469

 

-

 

461,327

Gross profit

 

47,786

 

293,731

 

-

 

341,517

Expenses

        
 

General and administrative

 

794,502

 

322,229

 

-

 

1,116,731

 

Depreciation

 

4,673

 

10,750

 

-

 

15,423

 

Research and development

 

322

 

-

 

-

 

322

  

Total expenses

 

799,497

 

332,979

 

-

 

1,132,476

Loss from operations

 

(751,711)

 

(39,248)

 

-

 

(790,959)

Other income (expense)

        
 

Unrealized loss on investments

 

(51,809)

 

-

 

-

 

(51,809)

 

Writedown of advances

 

(213,461)

 

-

 

-

 

(213,461)

 

Loss on settlement of debt

 

(223,000)

 

-

 

-

 

(223,000)

 

Interest and other income

 

782

 

955

 

-

 

1,737

 

Interest expense

 

(3,108)

 

(2,403)

 

-

 

(5,511)

  

Total other expense

 

(490,596)

 

(1,448)

 

-

 

(492,044)

Net loss for the period

$

(1,242,307)

$

(40,696)

$

-

$

(1,283,003)

Basic and diluted loss per share

$

(0.06)

    

$

(0.06)

Weighted average shares

        

  outstanding

 

22,196,368

     

22,683,868

(1)

Represents the results of operations of the acquired company for the nine-month period pre-acquisition.

(2)

To reflect a full year’s operations for the October 1, 2002 acquisition of Worldwide Online Corp. (Predecessor).