DAVI SKIN, INC. f.k.a.
MW MEDICAL, INC.
PRO FORMA
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2004
(UNAUDITED)
; Historical |
; Davi Skin, Inc. fka Pro Forma |
; Davi Skin, Inc. MW Medical, Inc. Consolidated Pro Forma Consolidated |
; (Unaudited) (Unaudited) Total Adjustments Total |
ASSETS | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | |
Cash | $ | 590,171 | | $ | - | | $ | 590,171 | | | | | | $ | 590,171 |
Stock subscription receivable | | 8,200 | | | - | | | 8,200 | | | | | | | 8,200 |
Total current assets | | 598,371 | | | - | | | 598,371 | | | | | | | 598,371 |
| | | | | | | | | | | | | | | |
Fixed assets | | 19,752 | | | - | | | 19,752 | | | | | | | 19,752 |
| | | | | | | | | | | | | | | |
Total assets | $ | 618,123 | | $ | - | | $ | 618,123 | | | | | | $ | 618,123 |
| | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | $ | 17,889 | | $ | 1,922 | | $ | 19,811 | | | | | | $ | 19,811 |
Due to related parties | | - | | | 200,000 | | | 200,000 | | | | | | | 200,000 |
Total current liabilities | | 17,889 | | | 201,922 | | | 219,811 | | | | | | | 219,811 |
| | | | | | | | | | | | | | | |
Long term debts | | - | | | - | | | - | | | | | | | - |
| | | | | | | | | | | | | | | |
Total liabilities | | 17,889 | | | 201,922 | | | 219,811 | | | | | | | 219,811 |
| | | | | | | | | | | | | | | |
Stockholders' equity | | | | | | | | | | | | | | | |
Common stock | | 9,746 | | | 645 | | | 10,391 | | | | | | | 10,391 |
Additional paid-in capital | | 763,802 | | | 15,656,923 | | | 16,420,725 | | | 15,656,923 | (a) | | | 763,802 |
Retained earnings (accumulated deficit) | | (173,314 | ) | | (15,859,490 | ) | | (16,032,804 | ) | | (15,656,923 | ) | | | (375,881) |
Total stockholders' equity | | 600,234 | | | (201,922 | ) | | 398,312 | | | | | | | 398,312 |
| | | | | | | | | | | | | | | |
Total liabilities and stockholders' equity | $ | 618,123 | | $ | - | | $ | 618,123 | | $ | - | | | $ | 618,123 |
| | | | | | | | | | | | | | | |
(a) Adjustment to related to reverse-merger transaction
DAVI SKIN, INC. f.k.a.MW MEDICAL, INC.
PRO FORMA
CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2004
(UNAUDITED)
; Historical |
; Davi Skin, Inc. fka Pro Forma |
; Davi Skin, Inc. MW Medical, Inc. Consolidated Pro Forma Consolidated |
; (Audited) (a) (Unaudited ) Total Adjustments Total |
| | | | | | | | | | | | | | | | |
Revenues | $ | - | | $ | - | | $ | - | | $ | - | | | | $ | - |
| | | | | | | | | | | | | | | | |
Operating expenses | | | | | | | | | | | | | | | | |
Depreciation, depletion and amortization | | 999 | | | - | | | 999 | | | - | | | | | 999 |
Selling, general and adminstrative expenses | | 173,189 | | | 93,686 | | | 266,875 | | | (93,686 | ) | (b) | | | 173,189 |
Total operating expenses | | 174,188 | | | 93,686 | | | 267,874 | | | (93,686 | ) | | | | 174,188 |
| | | | | | | | | | | | | | | | |
Income from operations | | (174,188 | ) | | (93,686 | ) | | (267,874 | ) | | 93,686 | | | | | (174,188) |
| | | | | | | | | | | | | | | | |
Other income (expense) | | | | | | | | | | | | | | | | |
Interest income | | 874 | | | - | | | 874 | | | - | | | | | 874 |
Interest expense | | - | | | (22,327 | ) | | (22,327 | ) | | 22,327 | | (b) | | | - |
Total other income (expense) | | 874 | | | (22,327 | ) | | (21,453 | ) | | 22,327 | | | | | 874 |
| | | | | | | | | | | | | | | | |
Income before income taxes | | (173,314 | ) | | (116,013 | ) | | (289,327 | ) | | 116,013 | | | | | (173,314) |
Income taxes | | - | | | - | | | - | | | - | | | | | - |
| | | | | | | | | | | | | | | | |
Net income | $ | (173,314 | ) | $ | (116,013 | ) | $ | (289,327 | ) | $ | 116,013 | | | | $ | (173,314) |
| | | | | | | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | | | | | | |
Basic and fully diluted earnings per share | | | | | | | | | | | | | | | $ | (0.02) |
Weighted average outstanding shares used in calculation | | | | | | | | | | | | | | | | 10,390,667 |
| | | | | | | | | | | | | | | | |
(a) Operations related to Davi Skin, Inc. reflects activities from March 21, 2004 (Date of Inception) through June 30, 2004.
(b) Elimination of operations for the Registrant prior to the reverse merger transaction.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On June 21, 2004, the Company completed and closed a Plan of Merger and Reorganization Agreement ("Merger Transaction") with Davi Skin, Inc. ("Davi"), a privately owned company, whereby both parties agreed that a subsidiary of the Company would merge into and with Davi and become a wholly owned subsidiary of the Company. As consideration for this merger transaction, the Company issued 9,745,634 shares of its common stock in exchange for all the outstanding common stock of Davi on a one-for-one share exchange basis. The Agreement further provided for Company’s officers and directors were to resign and the board of directors of Davi would become the board of directors for the Company. This transaction has been accounted for as a quasi-reorganization or reverse merger whereby Davi would be considered the accounting acquirer, and the accounting history of the acquirer would be carried forward as the history for the Company and no goodwill would be recorded. Accordingly, the accompanying financial statements reflect the history of Davi from its date incorporation of March 21, 2004 (incorporated in the State of Nevada). Prior to the Merger Transaction, the Company had 645,033 shares of its common stock outstanding, $1,922 in accounts payable, $200,000 in a note payable to a related party and no assets.
The adjustments to the historical financial statements reflect the effect of the recording of the reverse merger of the Registrant and the previously privately-held Davi. The reported results of operations and financial condition are those of Davi. The adjustments eliminate the results of operations for the Registrant for the periods before the reverse acquisition of the Registrant by Davi, combine the balance sheets of both entities and reflect the stockholders' equity/deficit as if the transaction had occurred at the date of the pro forma statements.