Attached files
| file | filename |
|---|---|
| EX-2 - SHARE EXCHANGE AGREEMENT - UPD HOLDING CORP. | ex_2-1.htm |
| EX-99 - AUDITED CONSOLIDATED FINANCIAL STATEMENTS - UPD HOLDING CORP. | ex_99-1.htm |
| EX-99 - UNAUDITED FINANCIAL STATEMENTS - UPD HOLDING CORP. | ex_99-2.htm |
| 8-K - FORM 8-K FOR 03-16-2015 - UPD HOLDING CORP. | form_8-k.htm |
Esio Water & Beverage Development Corp.
Pro Forma Condensed Consolidated Financial Statements
Basis of Presentation
(Unaudited)
The following unaudited pro forma combined financial statements are provided for informational purposes only and do not purport to represent what the actual combined results of operations or the combined financial position of the combined company would be had the Agreement of Share Exchange and Plan of Reorganization (“Share Exchange”) occurred on the dates assumed, nor are they necessarily indicative of future combined results of operations or combined financial position
The unaudited pro forma combined statements of operations for the periods presented give effect to the Share Exchange as if they had been consummated on July 1, 2013 the start of the June 30, 2014 year end and at July 1, 2014 the starting period of the six months ended December 31, 2014, the beginning of the earliest period presented. The unaudited pro forma balance sheets give effect to the Share Exchange as if they had occurred on the dates of those balances sheets.
The Share Exchange is being accounted for as a reverse merger and recapitalization of the Company whereby the Company is deemed to be the acquirer in the reverse merger for accounting purposes. The consolidated financial statements after the acquisition include the balance sheets of both companies at historical cost, the historical results of the Company and the results of iMetabolics Corp. from the acquisition date.
We describe the assumptions underlying the pro forma adjustments in the accompanying notes, which should also be read in conjunction with these unaudited pro forma financial statements. Please read this information in conjunction with:
· | The audited financial statements of Esio Water and Beverage Development Corp. at June 30, 2014 and 2013. |
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· | The unaudited financial statements of Esio Water and Beverage Development Corp. for the six months ended December 31, 2014 and 2013. |
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Esio Water & Beverage Development Corp.
Unaudited Pro Forma Balance Sheet
December 31, 2014
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| ESWB |
| iMetabolics |
| Pro Forma |
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| Historical |
| Historical |
| Adjustments |
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| Pro Forma |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
| $ | 94,635 |
| $ | 9,375 |
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| $ | 85,260 |
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Prepaid expenses |
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| 5,161 |
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| — |
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| 5,161 |
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Total current assets |
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| 99,796 |
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| 9,375 |
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| 90,421 |
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Total Assets |
| $ | 99,796 |
| $ | 9,375 |
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| $ | 90,421 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Current Liabilities: |
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Accounts payable |
| $ | 466 |
| $ | 18,000 |
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| $ | 18,466 |
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Accrued liabilities |
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| 5,760 |
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| — |
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| 5,760 |
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Total current liabilities |
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| 6,226 |
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| 18,000 |
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| 24,226 |
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Total Liabilities |
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| 6,226 |
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| 18,000 |
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| 24,226 |
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Commitments: |
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| — |
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Stockholders’ equity (deficit): |
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Common stock, $.005 par value 200,000,000 authorized; 18,566,636 and issued and outstanding as of September and June 30, 2014 |
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| 92,833 |
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| 10,000 |
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| (10,000 | ) | (1) |
| — |
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| 300,000 |
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| 392,833 |
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Additional paid in capital |
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| 14,968,014 |
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| 2,950 |
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| (15,276,027 | ) | (1) |
| (305,063 | ) |
Accumulated deficit |
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| (14,967,277 | ) |
| (21,575 | ) |
| 14,967,277 |
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| (21,575 | ) |
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Total stockholders’ equity (deficit) |
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| 93,570 |
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| (8,625 | ) |
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| 66,195 |
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Total liabilities and stockholders’ equity (deficit) |
| $ | 99,796 |
| $ | 9,375 |
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| $ | 90,421 |
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Esio Water & Beverage Development Corp.
Unaudited Pro Forma Income Statement
For the Year Ended June 30, 2014
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| ESWB |
| iMetabolics |
| Pro Forma |
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| Historical |
| Historical |
| Adjustments |
| Pro Forma |
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Costs and Expenses |
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General and administrative |
| $ | 123,192 |
| $ | 12,838 |
| $ | — |
| $ | 136,030 |
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Directors fees |
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| 71,960 |
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| — |
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| — |
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| 71,960 |
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Operating loss |
| $ | 195,152 |
| $ | 12,838 |
| $ | — |
| $ | 207,990 |
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Net loss from operations |
| $ | (195,152 | ) | $ | (12,838 | ) | $ | — |
| $ | (207,990 | ) |
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Net Loss |
| $ | (195,152 | ) | $ | (12,838 | ) | $ | — |
| $ | (207,990 | ) |
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Basic and diluted loss per share |
| $ | (0.01 | ) |
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| $ | (0.00 | ) |
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Basic and diluted weighted average common shares outstanding |
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| 18,566,636 |
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| 78,566,636 |
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Esio Water & Beverage Development Corp.
Unaudited Pro Forma Income Statement
For the Six Months Ended December 31, 2014
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| ESWB |
| iMetabolics |
| Pro Forma |
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| Historical |
| Historical |
| Adjustments |
| Pro Forma |
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Costs and Expenses |
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General and administrative |
| $ | 48,661 |
| $ | 8,737 |
| $ | — |
| $ | 57,398 |
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Directors fees |
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| 5,000 |
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| — |
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| — |
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| 5,000 |
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Operating loss |
| $ | 53,661 |
| $ | 8,737 |
| $ | — |
| $ | 62,398 |
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Net loss from operations |
| $ | (53,661 | ) | $ | (8,737 | ) | $ | — |
| $ | (62,398 | ) |
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Net Loss |
| $ | (53,661 | ) | $ | (8,737 | ) | $ | — |
| $ | (62,398 | ) |
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Basic and diluted loss per share |
| $ | (0.00 | ) |
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| $ | (0.00 | ) |
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Basic and diluted weighted average common shares outstanding |
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| 18,566,636 |
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| 60,000,000 |
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| 78,566,636 |
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Esio Water & Beverage Development Corp.
Notes to the Unaudited Pro Forma Financial Statements
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
On December 31, 2014, we entered into a Share Exchange Agreement with iMetabolic Corp., a Nevada corporation (“iMet”), all of the stockholders of iMet. The Share Exchange Agreement (the “Share Exchange”) closed on March 18, 2015.
Pursuant to the Share Exchange, we acquired all of the outstanding shares of iMet in exchange for the issuance of 60,000,000 shares of our common stock to the iMet Shareholders.
Upon closing of the Share Exchange, iMet became our wholly owned subsidiary.
The Share Exchange is accounted for as a reverse merger and recapitalization of Esio whereby Esio is deemed to be the acquirer in the reverse merger for accounting purposes. The consolidated financial statements after the acquisition include the balance sheets of both companies at historical cost, the historical results of iMet and the results of the Company from the acquisition date.
The following unaudited pro forma combined financial information is presented to illustrate the estimated effects of our merger with iMetabolics Corp.
(1) | To recapitalize for the Share Exchange. On March 18, 2015, the Company entered into a Share Exchange Agreement with iMetabolics whereby the Company agreed to acquire all of the issued and outstanding capital stock of iMetabolics Corp. in exchange for 60,000,000 shares of the Company’s common stock. |
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