Attached files
Exhibit 99.3
Umicron Ltd.
(A Development Stage Company)
Balance Sheet
September 30, 2013
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ASSETS
Current assets
Cash $ 1,789
Deposit 2,580
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Total current assets 4,369
Non-current assets
Machinery 11,314
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TOTAL ASSETS $ 15,683
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liability:
Accrued expenses $ 1,250
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Total current liabilities 1,250
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Stockholders' deficit
Common stock:(pound)1 par value ($1.55 as of
August 31, 2013), 1,000 shares authorized;
1,000 shares issued and outstanding 1,514
Additional Paid in Capital 148,971
Deficit accumulated during the development stage (136,052)
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Total stockholders' deficit 14,433
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 15,683
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See accompanying notes to the financial statements.
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Umicron Ltd.
(A Development Stage Company)
Statement of Operations
For the For the
Three Months Nine Months
Ended Ended
September 30, 2013 September 30, 2013
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Revenues $ -- $ --
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Operating expenses
Rent 5,790 14,120
Office and miscellaneous 3,142 5,619
Research and development 2,407 3,696
Amortization 1,202 1,202
Professional fees 1,250 2,108
Consulting 109,307 109,307
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Total operating expenses 123,098 136,052
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Loss before income tax provision (123,098) (136,052)
Income tax provision -- --
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Net loss $ (123,098) $ (136,052)
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Net loss per common share:
- Basic and diluted $ (175.85) $ (194.36)
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Weighted average common shares outstanding
- basic and diluted 700 700
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See accompanying notes to the financial statements.
F-2
Umicron Ltd.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
For the Period from December 6, 2012 (Inception) through August 31, 2013
Common Stock, Deficit
Par Value $0.1826 Accumulated Total
--------------------- Additional during the Stockholders'
Number of paid-in Development Equity
Shares Amount Capital Stage (Deficit)
------ ------ ------- ----- ---------
Balance, December 6, 2012 (inception) -- $ -- $ -- $ -- $ --
Shares issued to founder 900 1,363 (1,363) -- --
Shares issued for consulting services 60 91 45,548 -- 45,639
Shares issued for cash 40 60 29,786 -- 29,846
Contributed Services -- -- 75,000 -- 75,000
Net loss (136,052) (136,052)
------- ------- --------- --------- ---------
Balance, September 30, 2013 1,000 $ 1,514 $ 148,971 $(136,052) $ 14,433
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See accompanying notes to the financial statements.
F-3
Umicron Ltd.
(A Development Stage Company)
Statement of Cash Flows
For the
Nine Months
Ended
September 30, 2013
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (136,052)
Non cash items
Depreciation 1,202
Stock based compensation 45,639
Contributed Services 75,000
Adjustments to reconcile net loss to net cash
used in operating activities:
Changes in operating assets and liabilities:
Deposit (2,580)
Accrued liabilities 1,250
----------
Net cash used in operating activities (15,541)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (12,516)
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Net cash provided by financing activities (12,516)
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CASH FLOWS FROM FINANCING ACTIVITY
Proceeds from sale of common stock 29,846
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Net cash provided by financing activities 29,846
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Net change in cash 1,789
Cash, beginning of period --
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Cash, end of period $ 1,789
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Supplemental disclosure of cash flows information:
Interest paid $ --
==========
Income tax paid $ --
==========
See accompanying notes to the financial statements.
F-4
Umicron Ltd.
(A Development Stage Company)
September 30, 2013
Notes to the Financial Statements
NOTE 1 - ORGANIZATION AND OPERATIONS
UMICRON LTD.
Umicron Ltd. ("Umicron"), a development stage company, was incorporated on
December 6, 2012 under the laws of England and Wales to engage in any lawful
business or activity for which corporations may be organized under the laws of
England and Wales. Umicron intends to engage in the development and sale of 3D
printers.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company's financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America ("U.S.
GAAP").
DEVELOPMENT STAGE COMPANY
The Company is a development stage company as defined by section 915-10-20 of
the FASB Accounting Standards Codification. The Company is still devoting
substantially all of its efforts on establishing the business and its planned
principal operations have not commenced. All losses accumulated since inception
have been considered as part of the Company's development stage activities.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reporting amounts of revenues and
expenses during the reporting period.
The Company's significant estimates and assumptions include the fair value of
financial instruments; income tax rate, income tax provision, deferred tax
assets and valuation allowance of deferred tax assets; the carrying value and
recoverability of long-lived assets, including the values assigned to an
estimated useful lives of website development costs and the assumption that the
Company will be a going concern. Those significant accounting estimates or
assumptions bear the risk of change due to the fact that there are uncertainties
attached to those estimates or assumptions, and certain estimates or assumptions
are difficult to measure or value.
Management bases its estimates on historical experience and on various
assumptions that are believed to be reasonable in relation to the financial
statements taken as a whole under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.
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Management regularly evaluates the key factors and assumptions used to develop
the estimates utilizing currently available information, changes in facts and
circumstances, historical experience and reasonable assumptions. After such
evaluations, if deemed appropriate, those estimates are adjusted accordingly.
Actual results could differ from those estimates.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities of foreign operations are translated into United States
dollar equivalents using the exchange rates in effect at the balance sheet date.
Revenues and expenses are translated using the average exchange rates during
each period. Adjustments resulting from the process of translating foreign
functional currency financial statements into U.S. dollars are included in
accumulated other comprehensive income in common shareholders' equity. Foreign
currency transaction gains and losses are included in current earnings were
nominal for the initial period presented..
CASH EQUIVALENTS
The Company considers all highly liquid investments with maturities of three
months or less at the time of purchase to be cash equivalents.
RELATED PARTIES
The Company follows subtopic 850-10 of the FASB Accounting Standards
Codification for the identification of related parties and disclosure of related
party transactions.
Pursuant to section 850-10-20 the related parties include a) affiliates of the
Company; b) entities for which investments in their equity securities would be
required, absent the election of the fair value option under the Fair Value
Option Subsection of section 825-10-15, to be accounted for by the equity method
by the investing entity; c) trusts for the benefit of employees, such as pension
and profit-sharing trusts that are managed by or under the trusteeship of
management; d) principal owners of the Company; e) management of the Company; f)
other parties with which the Company may deal if one party controls or can
significantly influence the management or operating policies of the other to an
extent that one of the transacting parties might be prevented from fully
pursuing its own separate interests; and g. other parties that can significantly
influence the management or operating policies of the transacting parties or
that have an ownership interest in one of the transacting parties and can
significantly influence the other to an extent that one or more of the
transacting parties might be prevented from fully pursuing its own separate
interests.
The financial statements shall include disclosures of material related party
transactions, other than compensation arrangements, expense allowances, and
other similar items in the ordinary course of business. However, disclosure of
transactions that are eliminated in the preparation of consolidated or combined
financial statements is not required in those statements. The disclosures shall
include: a) the nature of the relationship(s) involved; b) a description of the
transactions, including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which income statements are presented, and
such other information deemed necessary to an understanding of the effects of
the transactions on the financial statements; c) the dollar amounts of
transactions for each of the periods for which income statements are presented
and the effects of any change in the method of establishing the terms from that
used in the preceding period; and d. amounts due from or to related parties as
of the date of each balance sheet presented and, if not otherwise apparent, the
terms and manner of settlement.
F-6
COMMITMENTS AND CONTINGENCIES
The Company follows subtopic 450-20 of the FASB Accounting Standards
Codification to report accounting for contingencies. Certain conditions may
exist as of the date the consolidated financial statements are issued, which may
result in a loss to the Company but which will only be resolved when one or more
future events occur or fail to occur. The Company assesses such contingent
liabilities, and such assessment inherently involves an exercise of judgment. In
assessing loss contingencies related to legal proceedings that are pending
against the Company or unasserted claims that may result in such proceedings,
the Company evaluates the perceived merits of any legal proceedings or
unasserted claims as well as the perceived merits of the amount of relief sought
or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material
loss has been incurred and the amount of the liability can be estimated, then
the estimated liability would be accrued in the Company's consolidated financial
statements. If the assessment indicates that a potentially material loss
contingency is not probable but is reasonably possible, or is probable but
cannot be estimated, then the nature of the contingent liability, and an
estimate of the range of possible losses, if determinable and material, would be
disclosed.
Loss contingencies considered remote are generally not disclosed unless they
involve guarantees, in which case the guarantees would be disclosed. Management
does not believe, based upon information available at this time, that these
matters will have a material adverse effect on the Company's consolidated
financial position, results of operations or cash flows. However, there is no
assurance that such matters will not materially and adversely affect the
Company's business, financial position, and results of operations or cash flows.
REVENUE RECOGNITION
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards
Codification for revenue recognition. The Company recognizes revenue when it is
realized or realizable and earned. The Company considers revenue realized or
realizable and earned when all of the following criteria are met: (i) persuasive
evidence of an arrangement exists, (ii) the product has been shipped or the
services have been rendered to the customer, (iii) the sales price is fixed or
determinable, and (iv) collectability is reasonably assured.
RESEARCH AND DEVELOPMENT
Costs incurred in connection with the development of new products and
manufacturing methods are charged to selling, general and administrative
expenses as incurred.
INCOME TAX PROVISION
The Company adopted the provisions of paragraph 740-10-25-13 of the FASB
Accounting Standards Codification. Paragraph 740-10-25-13.addresses the
determination of whether tax benefits claimed or expected to be claimed on a tax
return should be recorded in the financial statements. Under paragraph
740-10-25-13, the Company may recognize the tax benefit from an uncertain tax
position only if it is more likely than not that the tax position will be
sustained on examination by the taxing authorities, based on the technical
merits of the position. The tax benefits recognized in the financial statements
from such a position should be measured based on the largest benefit that has a
greater than fifty percent (50%) likelihood of being realized upon ultimate
settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition,
classification, interest and penalties on income taxes, accounting in interim
periods and requires increased disclosures. The Company had no material
adjustments to its liabilities for unrecognized income tax benefits according to
the provisions of paragraph 740-10-25-13.
F-7
The estimated future tax effects of temporary differences between the tax basis
of assets and liabilities are reported in the accompanying consolidated balance
sheets, as well as tax credit carry-backs and carry-forwards. The Company
periodically reviews the recoverability of deferred tax assets recorded on its
consolidated balance sheets and provides valuation allowances as management
deems necessary.
Management makes judgments as to the interpretation of the tax laws that might
be challenged upon an audit and cause changes to previous estimates of tax
liability. In addition, the Company operates within multiple taxing
jurisdictions and is subject to audit in these jurisdictions. In management's
opinion, adequate provisions for income taxes have been made for all years. If
actual taxable income by tax jurisdiction varies from estimates, additional
allowances or reversals of reserves may be necessary.
UNCERTAIN TAX POSITIONS
The Company did not take any uncertain tax positions and had no adjustments to
unrecognized income tax liabilities or benefits pursuant to the provisions of
Section 740-10-25 for the period from December 6, 2012 (inception) through
September 30, 2013.
NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per common share is computed pursuant to section 260-10-45 of
the FASB Accounting Standards Codification. Basic net income (loss) per common
share is computed by dividing net income (loss) by the weighted average number
of shares of common stock outstanding during the period. Diluted net income
(loss) per common share is computed by dividing net income (loss) by the
weighted average number of shares of common stock and potentially outstanding
shares of common stock during the period to reflect the potential dilution that
could occur from common shares issuable through contingent shares issuance
arrangement, stock options or warrants.
There were no potentially outstanding dilutive shares for the period from
December 6, 2012, 2012 (inception) through September 30, 2013.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Management does not believe that any recently issued accounting pronouncements
would have a material effect on the accompanying consolidated financial
statements.
NOTE 3 - GOING CONCERN
The financial statements have been prepared assuming that the Company will
continue as a going concern, which contemplates continuity of operations,
realization of assets, and liquidation of liabilities in the normal course of
business.
As reflected in the financial statements, the Company had a deficit accumulated
during the development stage at September 30, 2013, a net loss and net cash used
in operating activities for the period from December 6, 2012 (inception) through
September 30, 2013. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
While the Company is attempting to commence operations and generate revenues,
the Company's cash position may not be significant enough to support the
Company's daily operations. Management intends to raise additional funds by way
F-8
of a public or private offering. Management believes that the actions presently
being taken to further implement its business plan and generate revenues provide
the opportunity for the Company to continue as a going concern. While the
Company believes in the viability of its strategy to increase revenues and in
its ability to raise additional funds, there can be no assurances to that
effect. The ability of the Company to continue as a going concern is dependent
upon the Company's ability to further implement its business plan and generate
revenues.
The financial statements do not include any adjustments related to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
NOTE 4 - EQUIPMENT
Equipment is stated at cost less accumulated depreciation. Depreciation is
computed using the straight-line method over the estimated useful lives of the
assets which is 5 years.
Accumulated Net Book
Description Cost Amortization Value
----------- ---- ------------ -----
Equipment $12,207 $ 1,202 $11,005
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NOTE 5 - LEASE COMMITMENTS
The Company leases an industrial premises for $9,625 per year through March 31,
2016. The Company has the option to cancel the lease with three months notice
starting January 1, 2014. The Company leases a live/work premises for $2,079 per
month until April 30, 2014. A table of minimum lease payments due is as follows:
Year ended September 30, 2014 $19,840
NOTE 6 - STOCKHOLDERS' EQUITY
SHARES AUTHORIZED
Upon formation the total number of shares of common stock which the Company is
authorized to issue is unlimited.
COMMON STOCK
On December 6, 2012, the Company issued 900 shares to its founder at zero
valuation.
On March 11, 2013, the Company issued 40 shares to two third parties for
services with a total value of $29,846
During the period the Company sold 60 shares for total proceeds of $45,639.
During the period, various stockholders performed services for the Company
valued at $75,000.
F-9
NOTE 6 - INCOME TAX PROVISION
DEFERRED TAX ASSETS
At September 30, 2013, the Company had net operating loss ("NOL") carry-forwards
for English income tax purposes of approximately $25,500 that may be offset
against future taxable income, expiring in 2033. No tax benefit has been
reported with respect to these net operating loss carry-forwards in the
accompanying financial statements because the Company believes that the
realization of the Company's net deferred tax assets of approximately $6,500 was
not considered more likely than not and accordingly, the potential tax benefits
of the net loss carry-forwards are fully offset by a full valuation allowance.
Components of deferred tax assets are as follows:
September 30, 2013
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Net deferred tax assets - Non-current:
Expected income tax benefit from NOL carry-forwards $ 6,500
Less: Valuation allowance (6,500)
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Deferred tax assets, net of valuation allowance $ --
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F-1
