EX-99.2 5 xox025545_ex99-2.txt PRO FORMA FINANCIAL INFORMATION EXHIBIT 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined statements of operations reflect the pro forma consolidated results of operations of XOX Corporation ("XOX") for the year ended December 31, 2001 and for the six months ended June 30, 2002 with those of Tele Digital Development, Inc. ("Tele Digital") after giving effect to the Agreement and Plan of Merger (the "Merger Agreement") between Tele Digital, XOX and TD Acquisition, Inc., a wholly-owned subsidiary of XOX, dated January 7, 2002, under the assumptions set forth in the accompanying notes. The unaudited pro forma condensed combined balance sheet combines the June 30, 2002 unaudited historical consolidated condensed balance sheet of XOX with the June 30, 2002 unaudited historical consolidated condensed balance sheet of Tele Digital after giving effect to the Merger Agreement, under the assumptions set forth in the accompanying notes. The pro forma condensed combined financial statements should be read in conjunction with the accompanying explanatory notes, the Merger Agreement, the historical financial statements and related notes of XOX previously filed and the financial statements of Tele Digital, appearing elsewhere in this Current Report on Form 8-K. XOX CORPORATION PRO FORMA CONDENSED COMBINED BALANCE SHEET JUNE 30, 2002 - RESTATED (UNAUDITED)

XOX CORPORATION PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2002 - RESTATED (UNAUDITED)

XOX CORPORATION PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2001 (UNAUDITED)

XOX CORPORATION PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS JUNE 30, 2002 (UNAUDITED) NOTE A - BASIS OF PRESENTATION On July 3, 2002 (the "Effective Date"), XOX Corporation ("XOX") completed its acquisition of Tele Digital Development, Inc. ("Tele Digital") through its wholly-owned subsidiary, TD Acquisition, Inc. (TD Acquisition). Pursuant to terms of the Agreement and Plan of Merger (the "Merger Agreement") among XOX, Tele Digital and TD Acquisition, dated as of January 7, 2002, Tele Digital became a wholly-owned subsidiary of XOX. The merger is being accounted for as a reverse acquisition, with Tele Digital being the acquirer and the surviving entity. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, giving effect to the merger accounted for by the purchase method as of June 30, 2002 for the accompanying condensed combined balance sheet and as of January 1, 2001 for the accompanying pro forma condensed combined statements of operations for the year ended December 31, 2001 and the six months ended June 30, 2002. NOTE B - PRO FORMA ADJUSTMENTS The pro forma adjustments are purchase accounting adjustments to equity that are required in a transaction accounted for as a reverse acquisition. The common stock and additional paid-in capital balances were adjusted for the conversion of Tele Digital common shares into common shares of XOX and also to adjust for the difference in par values. The accumulated deficit balance was adjusted to eliminate the accumulated deficit of XOX. At December 31, 2001 and June 30, 2002, shares of Tele Digital were adjusted to 8,586,808 and 10,278,537 based on the conversion rate of .7483, as per the Merger Agreement, for inclusion in the denominator of the basic and diluted earnings (loss) per share calculation. END OF FILING

XOX CORP 8-K/A