Attached files
| file | filename |
|---|---|
| 8-K - InterCore, Inc. | v208036_8k.htm |
| EX-10.1 - InterCore, Inc. | v208036_ex10-1.htm |
I-WEB
MEDIA, INC.
Pro
Forma Financial Statements
As
of September 30, 2010
and
For
the Period April 29, 2010 (Inception)
to
September 30, 2010
INTRODUCTION
The
following pro forma financial statements are intended to show the effect on
I-Web Media, Inc. (the Company) of the purchase of certain assets as if those
purchases had occurred on the earliest date of the Company’s current fiscal
year, April 29, 2010, which is also the date of inception.
The
purchases consist of: a) assets related to the Myself® pelvic muscle trainer
purchased from New Horizon, Inc. on December 9, 2010; and b) assets related to a
novel medical applicator capable of delivering medicants and internal devices in
an atraumatic fashion purchased from RWIP, LLC on December 13,
2010. These transactions are more fully described in the Current
Report on Form 8-K filed by the Company on December 15, 2010.
These pro
forma financial statements have been prepared utilizing the Company’s historical
financial statements and pro forma adjustments as described in the accompanying
footnotes. The pro forma financial statements presented herein are
not necessarily indicative of results of operations that would have resulted had
the transactions been completed as of April 29, 2010 nor are they necessarily
indicative of the results of operations in future periods of the Company. These
pro forma statements are, therefore, qualified in their entirety.
|
I-Web
Media, Inc.
|
|
PRO
FORMA BALANCE SHEET
|
|
September
30, 2010
|
|
(Unaudited)
|
|
As
Reported
|
Pro
Forma Adjustments
|
Pro
Forma
|
||||||||||
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Assets
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||||||||||||
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Current
assets:
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||||||||||||
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Cash
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$ | 26,774 | $ | 26,774 | ||||||||
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Prepaid
expenses
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- | 27,500 | (e) | 27,500 | ||||||||
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Total
current assets
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26,774 | 54,274 | ||||||||||
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Intangible
assets
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- | 3,075,000 | (a)(b)(c) | 3,075,000 | ||||||||
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Total
assets
|
$ | 26,774 | $ | 3,129,274 | ||||||||
|
Liabilities and
Stockholders' Equity (Deficit)
|
||||||||||||
|
Accounts
payable
|
$ | 15,410 | 168,541 |
(a)(d)(e)(f)
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$ | 183,951 | ||||||
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Promissory
notes
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- | 2,125,000 | (a)(d) | 2,125,000 | ||||||||
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Total
liabilities
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15,410 | 2,308,951 | ||||||||||
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Stockholders'
equity (deficit):
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||||||||||||
|
Common
stock, $0.0001 par value, 100,000,000 shares authorized, 11,125,000 shares
issued and outstanding as of September 30, 2010
|
1,112 | 400 | (b) | 1,512 | ||||||||
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Preferred
stock, $0.0001 par value, 20,000,000 shares authorized, no shares issued
and outstanding as of September 30, 2010
|
- | 300 | (c) | 300 | ||||||||
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Additional
paid-in capital
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29,008 | 949,300 | (b)(c) | 978,308 | ||||||||
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Accumulated
deficit
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(18,756 | ) | (141,041 | ) (a)(c)(d)(f) | (159,797 | ) | ||||||
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Total
stockholders' equity (deficit)
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11,364 | 820,323 | ||||||||||
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Total
liabilities and stockholders' equity (deficit)
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$ | 26,774 | $ | 3,129,274 | ||||||||
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I-Web
Media, Inc.
|
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PRO
FORMA STATEMENT OF OPERATIONS
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Period
from April 29, 2010 (Inception) to September 30, 2010
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(Unaudited)
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|
As
Reported
|
Pro
Forma Adjustments
|
Pro
Forma
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||||||||||
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Revenue
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$ | - | $ | - | ||||||||
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Expenses:
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||||||||||||
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Research
and development
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- | 52,500 |
(f)
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52,500 | ||||||||
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General
and administrative
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18,780 | 18,780 | ||||||||||
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Total
expenses
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18,780 | 71,280 | ||||||||||
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Operating
loss
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(18,780 | ) | (71,280 | ) | ||||||||
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Other
income (expense):
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||||||||||||
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Other
income
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24 | 24 | ||||||||||
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Interest
expense
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- | (88,541 | ) (a)(d) | (88,541 | ) | |||||||
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Total
other income (expense)
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24 | (88,517 | ) | |||||||||
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Pretax
loss
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(18,756 | ) | (159,797 | ) | ||||||||
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Provision
for income taxes
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- | - | ||||||||||
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Net
income
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$ | (18,756 | ) | $ | (159,797 | ) | ||||||
I-WEB
MEDIA, INC.
Pro
Forma Financial Statements
As
of September 30, 2010
and
For
the Period April 29, 2010 (Inception)
to
September 30, 2010
FOOTNOTES
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1)
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Asset
Purchases
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a) Myself®
Pelvic Muscle Trainer
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Effective
December 9, 2010, the Company acquired from New Horizon, Inc. (“New
Horizon”) the royalty stream owned by New Horizon related to the Myself®
pelvic muscle trainer (the “Royalty
Stream”).
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Consideration for the purchase of this
Royalty Stream consists of:
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i)
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A
$2 million promissory note which bears interest at
10%. Principal is due and payable in six equal installments at
the end of each quarter beginning on March 31, 2011 and ending June 30,
2012. The principal amount outstanding under this note is
convertible into the Company’s common stock at the rate of $1.50 per share
at anytime at the option of the holder. Interest is due and
payable as of the end of each month beginning December 31, 2010 and may be
paid with the Company’s common stock at the rate of $1.00 per share at the
option of the Company.
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ii)
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4
million shares of our common stock;
and
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iii)
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3
million shares of Series B Convertible Preferred Stock to be created by
the Company which has certain rights including the ability to convert each
share of such preferred stock into five shares of common
stock.
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Additionally,
the Company may be obligated to issue up to an additional 2 million shares
of common stock and 1.5 million shares of Series B Convertible Preferred
Stock if the average closing price of the Company’s common stock during
July 2012 is between $1.33 and $2.00 per
share.
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b) Novel
Medical Applicator
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Effective
December 13, 2010, the Company acquired from RWIP, LLC (“RWIP”) a patent
application and related rights for a novel medical applicator (the
“Technology”) that is capable of delivering medicants and internal devices
within the body in an atraumatic fashion (meaning without producing
injury or damage).
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Consideration for the purchase of the
Technology consists of:
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i)
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A
$125,000 promissory note which bears interest at 10%. Principal
and interest is due and payable on February 28, 2011. Principal
and interest amounts outstanding under this note are convertible into the
Company’s common stock at the rate of $1.50 per share at anytime at the
option of the holder. Principal and interest amounts
outstanding under this note may be paid with the Company’s common stock at
the rate of $1.00 per share at the option of the
Company.
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ii)
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A
warrant to purchase 150,000 shares of the Company’s common stock at $2.00
per share through December 2014;
and
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iii)
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Royalty
payments equal to 20% of the net income derived by the Company related to
the Technology.
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2)
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Commitments
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Effective
December 13, 2010 and concurrent with the purchase of the Technology described
above, the Company entered into a consulting agreement with RWIP for a period of
one year wherein RWIP will provide a variety of testing, development, and
marketing services in connection with the Technology. Payments for
such services under this agreement are estimated to aggregate $130,000 and will
be expensed as incurred.
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3)
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Pro
Forma Adjustments
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The cost
basis for the purchase of the Royalty Stream and the Technology as described
above consists of promissory notes and securities issued by the
Company.
Since
there is a very limited market for the securities of the Company, for purposes
of these pro forma financial statements the value of the common and preferred
restricted shares issued in connection with these transactions were determined
to be $0.05 and $0.25, respectively, based upon the amount paid in cash for
securities of the Company on November 4, 2010. On that date, as
described in a Current Report on Form 8-K filed by the Company on November 5,
2010, an entity controlled by one of the Company’s directors purchased 2,000,000
shares of a yet-to-be-created Series A Convertible Preferred Stock for $100,000,
or $0.05 per share, with each share of Series A Convertible Preferred Stock
convertible into one share of common stock. Therefore, for purposes
of the pro forma statements, the common shares are valued at $0.05 per
share. One of the asset acquisition transactions involved shares of a
yet-to-be-created Series B Convertible Preferred Stock, each of which is
convertible into five shares of common stock. Therefore, for purposes
of the pro forma statements, shares of the Series B Convertible Preferred Stock
are valued at $0.25 per share.
The
warrants issued in one of the asset acquisition transactions are deemed to be of
de minimis value based upon a Black Scholes calculation. Therefore,
no value has been ascribed to them and, consequently, there is no pro forma
adjustment related to them.
No pro
forma adjustment has been recorded for amortization of the Royalty Stream or the
Technology intangible assets as they have yet to generate revenue for the
Company. For the same reason, no pro forma revenue has been
shown.
Pro forma
adjustments consist of the following
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a)
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Issuance
of a $2 million 10% promissory note and accrual of $83,333 of interest for
the period from April 29, 2010 to September 30,
2010.
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b)
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Issuance
of 4 million shares of common stock with a value of $0.05 per
share.
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c)
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Issuance
of 3 million shares of Series B Convertible Preferred Stock with a value
of $0.25 per share.
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d)
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Issuance
of a $125,000 10% promissory note and accrual of $5,208 of interest for
the period from April 29, 2010 to September 30,
2010.
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e)
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Recording
a $27,500 retainer in accordance with terms of a consulting agreement for
the development of the novel medical applicator
technology.
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f)
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Recording
$52,500 in minimum payments for services for the period from April 29,
2010 to September 30, 2010 in accordance with terms of a consulting
agreement for the development of the novel medical applicator
technology.
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* * * * *