Attached files
| file | filename |
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| EX-99.1 - EXHIBIT 99.1 FINANCIAL STATEMENTS - CEREBAIN BIOTECH CORP. | f8k020812_ex99z1.htm |
| EX-10.4 - EXHIBIT 10.4 ASSIGNMENT AND ASSUMPTION AGREEMENT - CEREBAIN BIOTECH CORP. | f8k020812_ex10z4.htm |
| EX-10.6 - EXHIBIT 10.6 PATENT LICENSE AGREEMENT - CEREBAIN BIOTECH CORP. | f8k020812_ex10z6.htm |
| EX-10.3 - EXHIBIT 10.3 SHARE EXCHANGE AGREEMENT - CEREBAIN BIOTECH CORP. | f8k020812_ex10z3.htm |
| EX-10.5 - EXHIBIT 10.5 STOCK PURCHASE AGREEMENT - CEREBAIN BIOTECH CORP. | f8k020812_ex10z5.htm |
| 8-K - FORM 8-K CURRENT REPORT - CEREBAIN BIOTECH CORP. | f8k020812_8k.htm |
Exhibit 99.2
DISCOUNT DENTAL MATERIALS, INC. PROFORMA STATEMENT
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| June 30, |
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| June 30, |
| 2011 |
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| 2011 Cerebain |
| Discount Dental |
| Total |
| Pro forma Adjustments |
| Pro forma |
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| (unaudited) |
| (unaudited) |
| (unaudited) |
| (unaudited) |
ASSETS |
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Current assets: |
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Cash and cash equivalents | $ | 746 | $ | 4,474 | $ | 5,220 | $ | (4,474) | $ | 746 |
Total current assets |
| 746 |
| 4,474 |
| 5,220 |
| (4,474) |
| 746 |
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Long-term assets: |
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Computer equipment, net |
| 1,212 |
| - |
| 1,212 |
| - |
| 1,212 |
Patent rights |
| 75,900 |
| - |
| 75,900 |
| - |
| 75,900 |
Total long-term assets |
| 77,112 |
| - |
| 77,112 |
| - |
| 77,112 |
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Total assets | $ | 77,858 | $ | 4,474 | $ | 82,332 | $ | (4,474) | $ | 77,858 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable | $ | 7,649 | $ | 750 | $ | 8,399 | $ | (750) | $ | 7,649 |
Related party payable |
| 388,110 |
| 18,004 |
| 406,114 |
| (18,004) |
| 388,110 |
Income taxes payable |
| 1,800 |
| - |
| 1,800 |
| - |
| 1,800 |
Note payable to stockholder |
| 5,490 |
| - |
| 5,490 |
| - |
| 5,490 |
Total current liabilities |
| 403,049 |
| 18,754 |
| 421,803 |
| (18,754) |
| 403,049 |
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Total liabilities |
| 403,049 |
| 18,754 |
| 421,803 |
| (18,754) |
| 403,049 |
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Stockholders’ equity |
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Common stock ($0.001 par value: 100,000,000 shares authorized; |
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21,560,000 shares issued and outstanding at September 30, 2011) |
| 21,540 |
| 13,260 |
| 34,800 |
| (13,260) |
| 21,540 |
Additional paid in capital |
| 157,960 |
| 7,740 |
| 165,700 |
| (7,740) |
| 157,960 |
Deficit accumulated during the development stage |
| (504,691) |
| (35,280) |
| (539,971) |
| 35,280 |
| (504,691) |
Total stockholders’ deficit |
| (325,191) |
| (14,280) |
| (339,471) |
| 14,280 |
| (325,191) |
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Total liabilities and stockholders’ deficit | $ | 77,858 | $ | 4,474 | $ | 82,332 | $ | (4,474) | $ | 77,858 |
DISCOUNT DENTAL MATERIALS, INC. PROFORMA STATEMENT
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| Fiscal Year Ended |
| 12 Months Ended |
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| June 30, |
| June 30, |
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| 2011 |
| 2011 |
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| Pro forma |
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| Cerebain |
| Discount Dental |
| Total |
| adjustments |
| Pro forma |
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Operating Expenses |
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Selling, general and administrative expenses | $ | 384,993 | $ | 15,480 | $ | 400,473 | $ | (15,480) | $ | 384,993 |
Marketing expenses |
| 1,500 |
| - |
| 1,500 |
| - |
| 1,500 |
Depreciation |
| 499 |
| - |
| 499 |
| - |
| 499 |
Total operating expenses |
| 386,992 |
| 15,480 |
| 402,472 |
| (15,480) |
| 386,992 |
Net operating loss |
| (386,992) |
| (15,480) |
| (402,472) |
| 15,480 |
| (386,992) |
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Loss before income taxes |
| (386,992) |
| (15,480) |
| (402,472) |
| 15,480 |
| (386,992) |
Income taxes |
| (900) |
| - |
| (900) |
| - |
| (900) |
Net loss | $ | (387,892) | $ | (15,480) | $ | (403,372) | $ | 15,480 | $ | (387,892) |
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Loss per share: |
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Basic and diluted loss per share from continuing operations | $ | (0.02) | $ | (0.00) | $ | (0.02) | $ | (0.00) | $ | (0.02) |
Basic and diluted loss per share | $ | (0.02) | $ | (0.00) | $ | (0.02) | $ | (0.00) | $ | (0.02) |
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Basic and diluted weighted average shares outstanding |
| 19,653,342 |
| 19,653,342 |
| 19,653,342 |
| 19,653,342 |
| 19,653,342 |
Notes:
The following adjustments to the unaudited condensed combined pro forma financial statements are based on the assumption that the share exchange was consummated on February 9, 2012.
(a) On January 17, 2012, the holders of a majority of the Company’s common stock entered into a Stock Purchase Agreement with Cerebain Biotech Corp., a Nevada corporation, under which Cerebain agreed to purchase an aggregate of 3,800,000 shares of the Company’s common stock from those shareholders in exchange for $296,000. These shares represent approximately 90% of the Company’s outstanding common stock (after taking into account the cancellation of 6,000,000 shares of its common stock by R. Douglas Barton under the Spinoff Agreement as discussed herein). The transaction closed February 9, 2012. Concurrently with the close of the transaction, the Company closed a transaction with the shareholders of Cerebain whereby it issued 4,556,800 shares of its common stock in exchange for 22,784,000 shares of Cerebain’s common stock, which represented 100% of Cerebain’s outstanding common stock. In addition, concurrent with these two transactions, the Company closed a transaction with its primary shareholder, Mr. R. Douglas Barton, whereby it sold all of our assets in exchange for Mr. Barton assuming all of the Company’s then-existing liabilities, as well as the return of 6,000,000 shares of the Company’s common stock.
As a result of these transactions: (i) Cerebain became the Company’s wholly-owned subsidiary, (ii) all of the Company’s officers and one of our directors resigned immediately, and it appointed one new director and retained new executive officers; and (iii) the Comapny changed its business focus from one selling disposable dental supply products at discount prices over the Internet to one focusing on researching, developing, and testing medicinal treatments utilizing omentum under a patent Cerebain, the Company’s now wholly-owned subsidiary, licenses from Dr. Surinder Singh Saini, MD.
The Company’s only operations are conducted through its wholly-owned subsidiary, Cerebain. In accordance with financial reporting for reverse merger transactions the financial reporting contained herein is only that of Cerebain and does not include Discount Dental’s financial results.
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