BioCorRx Inc. - FORM 8-K/A - EX-99 - EXHIBIT 99.3

Attached files

file	filename
8-K/A - FRESH START 8-K/A 10-31-2011 - BioCorRx Inc.	freshstart8k.htm
EX-2 - EXHIBIT 2.1 - BioCorRx Inc.	exhibit21.htm
EX-3 - EXHIBIT 3.2 - BioCorRx Inc.	exhibit32.htm
EX-10 - EXHIBIT 10.1 - BioCorRx Inc.	exhibit101.htm
EX-10 - EXHIBIT 10.4 - BioCorRx Inc.	exhibit104.htm
EX-10 - EXHIBIT 10.3 - BioCorRx Inc.	exhibit103.htm
EX-10 - EXHIBIT 10.5 - BioCorRx Inc.	exhibit105.htm
EX-10 - EXHIBIT 10.2 - BioCorRx Inc.	exhibit102.htm
EX-99 - EXHIBIT 99.1 - BioCorRx Inc.	exhibit991.htm
EX-99 - EXHIBIT 99.2 - BioCorRx Inc.	exhibit992.htm

FRESH START PRIVATE MANAGEMENT, INC.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

BALANCE SHEET

DECEMBER 31, 2010


	Fresh Start Private			Fresh Start
	Management, Inc.			Private, Inc.			Adjustments
	2010			2010			DR		CR		Note 4		Consolidated
ASSETS
Current assets:
Cash	$	1,866		$	7,128								$	8,994
Accounts receivable		-			-									-
		-
Total current assets		1,866			7,128									8,994
Note and interest receivable		89,070							89,070		a			-
Fixed assets, net		-			4,304									4,304
Other assets
License		3,970,575												3,970,575
Deposit		-			490									490
Total other assets		3,970,575			490									3,971,065
Total assets	$	4,061,511		$	11,922								$	3,984,363

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable		19,068			12,000									31,068
Deferred revenue		-			6,500									6,500
Advances from related parties		-			77,066									77,066
Total current liabilities		19,068			95,566									114,634

Long-term liabilities
Notes payable-related party		-			89,070			89,070				a		-

Total Liabilities		19,068			184,363									114,634
Stockholders’ Equity (Deficit):
Common stock subscribed		4,070,575			-									4,070,575
Common stock, $0.001 par value; 16,000,000 shares authorized,; 16,000,000 issued and outstanding					16,000			16,000				b		-

Common stock, $0.001 par value; 200,000,000 shares authorized,; 112,430,000 issued and outstanding		75,430								37,000		c		112,430
Additional paid-in capital		18,000			-			37,000 121,562		16,000		c b		(124,562	)
Accumulated deficit		(121,562	)		(188,714	)				121,562		b		(188,714	)

Total stockholders’ equity (deficit)		4,042,443			(172,714	)								3,869,729
Total liabilities and stockholders' equity (deficit)	$	4,061,511		$	11,922								$	3,984,363

FRESH START PRIVATE MANAGEMENT, INC.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010


	Fresh Start Private			Fresh Start
	Management, Inc.			Private, Inc.			Adjustments
	2010			2010			DR		CR		Note 4		Consolidated

Revenue	$	-			144,400								$	334,080

Cost of revenue		-			38,980									38,980

Gross profit		-			105,420									105,420

Costs and Expenses:
Consulting fees		4,291			-									4,291
Office and general		7,531			230,315									236,446
Professional fees		12,334			28,220									40,974

Total costs and expenses		24,156			258,535									282,691

Operating loss		(24,156	)		(153,115	)								(177,271	)
Other Income (loss)
Interest (expense)					(1,070	)				1,070		a		-
Interest income		1,070						1,070				a		-

Net loss	$	(23,086	)	$	(154,185	)							$	(177,271	)

Net earnings (loss) per share:
Basic and diluted	$	(0.00	)	$	(0.01	)							$	(0.00	)

Weighted average common shares outstanding, basic and diluted		75,430,000			11,684,931									75,430,000

FRESH START PRIVATE MANAGEMENT, INC

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

1. Basis of Presentation

Pursuant to a common stock share exchange agreement dated October 31, 2011 between Fresh Start Private Management, Inc (the “Company”) and Fresh Start Private, Inc. (“Fresh Start”); the Fresh Start shareholders agree to exchange all of their common stock in Fresh Start for 31.3% of the total restricted outstanding and issued shares of the Company.

Since not all information required for annual financial statements is included herein; the following unaudited pro forma condensed consolidated financial statements presented below should be read in conjunction with the Company’s Form 10-Q for the nine months ended September 30, 2011 and the Fresh Start Private, Inc’s financial statements for the period ended September 30, 2011. These statements have been prepared in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars.

The unaudited pro forma condensed consolidated financial statements as of September 30, 2011 are presented as if the merger occurred on January 1, 2011. The unaudited pro forma condenses consolidated financial statements as of December 31, 2010 are presented as if the merger occurred on January 1, 2010.

The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and are not necessarily indicative of what our financial position and results of operations actually would have been for the periods presented, nor do such financial statements purport to represent the results of future periods. The pro forma adjustments are based upon available information.

Based on a review of the accounting policies of Fresh Start, it is the Company management’s opinion that there are no material accounting differences between the accounting policies of Fresh Start Private, Inc. and Fresh Start Private Management, Inc.

It is management’s opinion that these pro forma financial statements include all adjustments necessary for the fair presentation, in all material respects, of the proposed transaction described above in accordance with US GAAP applied on a basis consistent with the Company’s accounting policies. No potential costs savings, non-recurring charges, or credits are anticipated by the Company’s management subsequent to completion of the transactions.


2. Business Acquisition The share exchange agreement as described above is intended to qualify as a tax-free exchange pursuant to Section 351 and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. 3. Pro Forma Assumptions The unaudited pro forma consolidated financial statements incorporate the following pro forma assumptions: a) All of the Fresh Start Private Inc’s. common shareholders agree to exchange all of their common stock in Fresh Start Private Management Inc., equal to 100% of the issued and outstanding shares, for 37,000,000 of the Company’s restricted common shares representing 31.3% of the total number of issued and outstanding shares of the Company as of October 31, 2011 b.) The exchange agreement will be accounted for as a reverse merger and a tax-free reorganization. 4. Unaudited Pro Forma Adjustments a.) To record the Notes payable issued by Fresh Start Private Inc. to the Company and related accrued interest and interest (expense) and income b.) These adjustments reflect the recapitalization as a result of the transactions related to the share exchange 5. Pro Forma Share Capital Pro forma share capital at reverse merged date has been determined as follows: Issued common shares of:	Number of shares		Par Value		Additional Paid-in capital		Amount
Fresh Start Private Management, Inc.		118,141,938		118,142		18,000		130,430
Fresh Start Private, Inc.		0		0		0		0

Pro-forma balance		118,141,938		118,142		18,000		130,430

Attached files

Stock widget

Investing forum

BioCorRx Inc. Reports