REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Daviskin, Inc. (formerly MW Medical, Inc.)
(A Development Stage Company)
We have audited the accompanying consolidated balance sheet of Daviskin, Inc. (formerly MW Medical, Inc.) (a Nevada development stage corporation) as of December 31, 2004, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the year ended December 31, 2004, and for the period of March 21, 2004 (date of inception) to December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Daviskin, Inc. (Formerly MW Medical, Inc.) (a development stage company) as of December 31, 2004, and the results of its operations, changes in stockholders' equity, and its cash flows for the year ended December 31, 2004, and for the period of March 21, 2004 (date of inception) to December 31, 2004 in conformity with accounting principles generally accepted in the United States.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company currently has cash flow constraints, an accumulated deficit and has no operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
As discussed in Note 9, an error resulting in overstatements of previously reported general and administrative expenses for the year ended December 31, 2004 were discovered during the current year. Accordingly, the 2004 balance sheet and statement of operations have been restated to correct the errors.
0; CERTIFIED PUBLIC ACCOUNTANTS
Salt Lake City, Utah
April 14, 2005, except Note 9
Which is dated September 2, 2005
DAVISKIN, INC.
(formerly MW Medical, Inc.)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
December 31, 2004
ASSETS | | | |
| | | |
Current Assets | | | |
Cash | | $ | 506,131 |
Certificate of deposit | | | 312,952 |
Prepaid expenses (Note 3) | | | 9,375 |
| TOTAL CURRENT ASSETS | | 828,458 |
Fixed assets, net of accumulated depreciation of $3,409 | | | 35,703 |
| | | |
Other Assets | | | |
Deposits | | | 3,700 |
| TOTAL ASSETS | $ | 867,861 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
| | | |
Current Liabilities | | | |
Accounts payable | | $ | 39,160 |
Short term note payable (Note 4) | | | 10,500 |
Notes payable - related parties (Note 5) | | | 210,000 |
| TOTAL CURRENT LIABILITIES | | 259,660 |
Stockholders’ Equity Preferred stock; $.001 par value; 10,000,000 shares authorized, and no shares issued and outstanding | | | 0 |
Common stock; $.001 par value; 90,000,000 shares authorized, 10,713,360 shares issued and outstanding | | | 10,713 |
Additional paid-in capital | | | 4,975,938 |
Prepaid Consulting Expense | | | (1,763,021) |
Stock subscriptions receivable | | | (8,200) |
Accumulated deficit during development stage | | | (2,607,229) |
| TOTAL STOCKHOLDERS’ EQUITY | | 608,201 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 867,861 |
DAVISKIN, INC.
(formerly MW Medical, Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
| Year ended December 31, 2004 | For the Period from March 21, 2004 Date of inception through December 31, 2004 |
Revenues | $ | 0 | $ | 0 |
Cost of revenues | | 0 | | 0 |
Gross Profit (Loss) | | 0 | | 0 |
Operating expenses | | | | |
Selling, general and administrative | | 825,255 | | 825,255 |
Depreciation | | 3,409 | | 3,409 |
Consulting fees | | 1,035,528 | | 1,035,528 |
Professional fees | | 544,182 | | 544,182 |
| | 2,404,374 | | 2,404,374 |
(Loss) from Operations | | (2,404,374) | | (2,404,374) |
Other income (expenses) | | | | |
Interest expenses | | (10,000) | | (10,000) |
Interest income | | 5,198 | | 5,198 |
| | (4,802) | | (4,802) |
NET (LOSS) | $ | (2,409,176) | $ | (2,409,176) |
Basic and diluted (loss) per common share | $ | (.23) | $ | (.23) |
Basic and diluted weighted average common shares outstanding | | 10,521,806 | | 10,521,806 |
DAVISKIN, INC.
(formerly MW Medical, Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM MARCH 21, 2004 TO DECEMBER 31, 2004
| Preferred Stock | Common Stock | Stock Subscription Receivable | Accumulated Additional Paid-In Capital | Deficit During Development Stage | Total Stockholders’ Equity |
| Shares | Amount | Shares | Amount |
Balance, 3/21/04 (Date of Inception | 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | $ 0 | $ 0 |
Issuance of common stock to founders, $.001 per share | 0 | 0 | 8,200,000 | 8,200 | (8,200) | 0 | 0 | 0 |
Issuance of common stock, weighted average price of $.50 per share | 0 | 0 | 1,545,634 | 1,546 | 0 | 763,802 | 0 | 765,348 |
Issuance of common stock related to acquisition of MW Medical, Inc. | 0 | 0 | 642,729 | 642 | 0 | 0 | (198,053) | (197,411) |
Issuance of common stock related to consulting services | 0 | 0 | 325,000 | 325 | 0 | 2,634,050 | 0 | 2,634,375 |
Prepaid consulting expense related to stock issuance | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (1,763,021) |
Stock options issued to outside parties | 0 | 0 | 0 | 0 | 0 | 1,578,086 | 0 | 1,578,086 |
Net loss | 0 | 0 | 0 | 0 | 0 | 0 | (2,409,176) | (2,409,176) |
Balance, 12/31/04 | 0 | $ 0 | 10,713,360 | $10,713 | $ (8,200) | $4,975,938 | $(2,607,229) | $ 608,201 |
DAVISKIN, INC.
(formerly MW Medical, Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | For the period from March 21, 2004 Date of Inception through December 31, 2004 |
OPERATING ACTIVITIES | | |
(Net loss) | $ | (2,409,176) |
Adjustments to reconcile net (loss) to net cash used in operating activities: | | |
Stock-based compensation and expenses | | 1,763,830 |
Depreciation and amortization | | 3,409 |
Accrued interest | | 10,000 |
Changed in operating assets and liabilities: | | |
Prepaid expenses | | (13,075) |
Accounts payable | | 39,160 |
Short term notes payable | | 10,500 |
| | |
Net Cash (Used) By | | |
Operating Activities | | |
| | |
INVESTING ACTIVITIES | | |
Cash outlay for certificate of deposit | | (312,952) |
Purchase of fixed assets | | (39,112) |
Net Cash (Used) by | | |
Investing Activities | | (352,064) |
| | |
FINANCING ACTIVITIES | | |
Proceeds from note payable related party | | 200,000 |
Proceeds from stock issuances | | 1,253,548 |
Net Cash Provided by | | |
Financing Activities | | 1,453,548 |
Net change in cash and cash equivalents | | 506,132 |
Cash beginning of period | | 0 |
Cash end of period | $ | 506,132 |
DAVISKIN, INC.
(formerly MW Medical, Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES |
Description of business - Davi Skin, Inc., formerly MW Medical, Inc., (referred to as the “Company”) is involved in the establishment and development of an all natural grape-based skin care line.
History -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 9,768,327 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 that the 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.
Development stage company - The accompanying financial statements have been prepared in accordance with the Statement of Financial Accounting Standards No. 7 “Accounting and Reporting by Development-Stage Enterprises”. A development-stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenue therefrom.
Going concern - The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $2,049,175 since its inception and may require additional capital for its operational activities. The Company’s ability to raise additional capital through the future issuances of the common stock is unknown. Obtaining additional financing and attaining profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
Management feels that the cash flows generated from private placement memorandum offerings of its common stock with provide enough working capital to sustain the Company until it becomes a fully operating entity.
Definition of fiscal year - The Company’s fiscal year end is December 31.
Use of estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Revenue recognition - Revenues are recognized when products are sold and/or delivered. Costs and expenses are recognized during the period in which they are incurred.
DAVISKIN, INC.
(formerly MW Medical, Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued) |
Fixed assets - Fixed assets are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are generally 3 to 10 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense).
The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related un-discounted cash flows over the remaining life of the fixed assets in measuring their recoverability.
Fair value of financial instruments -Statement of Financial Accounting Standards (“SFAS”) No. 107, “Disclosure About Fair Value of Financial Instruments”, requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The carrying amounts and estimated fair values of the Company’s financial instruments approximate their fair value due to their short-term nature.
Earnings (loss) per share - Basic earnings (loss) per share exclude any dilutive effects of options, warrants and convertible securities. Basic earnings (loss) per share is computed using the weighted-average number of outstanding common shares during the applicable period. Diluted earnings (loss) per share is computed using the weighted-average number of common and common stock equivalent shares outstanding during the period. Stock options representing 398,800 common shares were excluded from the computation because the effect was antidilutive. Stock options are antidilutive when the results from operations are a net loss, as is the case for the year ended December 31, 2004, or when the exercise price of the options is greater than the average market price of the common stock for the period.
Research and Development - The Company expenses research and development costs as incurred. These costs totaled $10,625 for the year ended December 31, 2004.
Income taxes - The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
As of December 31, 2004, the Company has available net operating loss carryovers of approximately $3,635,651 that will expire in various periods through 2024. Such losses may not be fully deductible due to the significant amounts of non-cash service costs. The Company has established a valuation allowance for the full tax benefit of the operating loss carryovers due to the uncertainty regarding realization.
DAVISKIN, INC.
(formerly MW Medical, Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued) |
Comprehensive income (loss) - The Company has no components of other comprehensive income. Accordingly, net loss equals comprehensive loss for all periods.
Advertising costs - Advertising costs incurred in the normal course of operations are expensed as incurred. No advertising costs have been incurred from March 21, 2004 (date of inception) through December 31, 2004.
Stock-based compensation - The Company applies Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees, and Related Interpretations,” in accounting for stock options issued to employees. Under APB No. 25, employee compensation cost is recognized when estimated fair value of the underlying stock on date of the grant exceeds the exercise price of the stock option. For stock options and warrants issued to non-employees, the Company applies SFAS No. 123, “Accounting for Stock-Based Compensation,” which requires the recognition of compensation cost based upon the fair value of stock options at the grant date using the Black-Scholes option pricing model. For the period from March 21, 2004 (date of inception) through December 31, 2004, there were no stock options and/or warrants granted to employees.
In order to determine compensation on options issued to consultants, as well as fair value disclosures for employees options, the fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model.
In December 2003, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure". SFAS No. 148 amends the transition and disclosure provisions of SFAS No. 123. The Company is currently evaluating SFAS No. 148 to determine if it will adopt SFAS No. 123 to account for employee stock options using the fair value method and, if so, when to begin transition to that method.
Recent pronouncements -In September 2004,. The Emerging Issues Task Force (“EITF”) reached a consensus on EITF Issue 04-08. “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share”, which requires the inclusion of shares related to contingently convertible debt instruments for computing diluted earnings per share using the if-converted method, regardless of whether the market price contingency has been met. EIFT 04-08 will be effective for all periods ending after December 15, 2004 and includes retroactive adjustment to historically reported diluted earnings per share. The adoption of EITF Issue No. 04-08 does not currently have an impact on the Company’s operating results or financial position.
In November2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 151, “Inventory Costs, and amendment of Accounting Research Board No. 43, Chapter 4.” SFAS No. 151 clarifies that abnormal inventory costs such as costs of idle facilities, excess freight and handling costs, and wasted materials (spoilage) are required to be recognized as current period charges. The provisions of SFAS No. 151 are effective for fiscal years beginning after June 15, 2005. The adoption of SFAS 151 is not expected to have a significant impact on the Company’s operating results or financial position.
In December 2004, the FASB issued SFAS No. 153, “Exchanges of Non-monetary Assets”, which eliminates the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. SFAS
DAVISKIN, INC.
(formerly MW Medical, Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (continued) |
Recent Pronouncements (continued)--No. 153 will be effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS No. 153 does not currently have an impact on the Company’s operating results or financial position.
In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment”, which establishes standards for transactions in which an entity exchanges its equity instruments for goods or services. This standard replaces SFAS No. 123 and supersedes APB Opinion No. 25, “Accounting for Stock-based Compensation.” This standard requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the
award. This eliminates the exception to account for such awards using the intrinsic method previously allowable under APB Opinion No. 25. SFAS No. 123(R) will be effective for interim or annual reporting periods beginning on or after June 15, 2005. The Company previously adopted the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” in the second quarter of 2003, and restated prior periods at that time. Accordingly, the Company is unable to determine at this time the impact of SFAS No. 123(R) will have on its balance sheet or income statements.
2. FIXED ASSETS.
Fixed assets consist of the following as of December 31, 2004:
Furniture and fixtures | $ | 22,202 |
Computer equipment | | 16,910 |
| | 39,112 |
Less: accumulated depreciation | | 3,409 |
| | |
Fixed assets, net | $ | 35,703 |
During 2004, the Company contracted with a formulator to develop skin care products. As part of the contract, the formulator received a prepayment of $20,000. Based on expected completion dates for the formulas, the Company determined that $10,625 had been used at the end of the year, resulting in a remaining overpayment of $9,375.
4. SHORT TERM NOTE PAYABLE
During the year, the Company entered into an agreement to purchase furniture in anticipation of relocating its offices. The total principal of $10,500 is due in May 2005. The note carries a 0% interest rate.
5. | NOTE PAYABLE - RELATED PARTIES |
The Company owes $200,000 to the former President of MW Medical. The note was due December 31, 2004 and carries an interest rate of 10% per annum. Accordingly, interest of $10,000 has been recorded.
DAVISKIN, INC.
(formerly MW Medical, Inc.)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
6. CAPITAL STOCK TRANSACTIONS.
Preferred stock - The authorized preferred stock is 10,000,000 shares at $0.001 par value. As of December 31, 2004, there were no preferred shares issued or outstanding.
Common stock - The authorized common stock is 90,000,000 shares at $0.001 par value. On March 21, 2004, the Company issued 8,200,000 shares of its common stock to its founders at $0.001 per share in consideration for stock subscriptions receivable totaling $8,200. In April 2004, the Company issued 1,545,634 shares of its common stock to 55 individuals through a private placement memorandum at a weighted average cost of $0.50 per share in consideration of cash totaling $765,348.
During the third quarter, 325,000 shares of common stock were issued to three individuals under separate contracts for consulting services. The services were valued at $2,634,375. At December 31, 2004, $871,354 has been used and expensed as consulting and professional fees.
As discussed in Note 1, the Company had completed the Merger Transaction on June 21, 2004. As a result, the outstanding common stock of the Company prior to the Merger Transaction totaling 667,726 shares has been accounted for as if such shares were issued since this transaction and has been accounted as a quasi-reorganization or reverse-merger.
The Board of Directors administers the Company’s stock option plan which provides for the granting of rights to purchase shares to the Company’s directors (including nonemployee directors), executive officers, key employees, and outside consultants. As of December 31, 2004, all options issued under this plan were issue to non-employee outside consultants. No options have been issued to employees. The Board of Directors sets the vesting period and exercise price on a per issuance basis as determined by the purpose of the individual issuance.
During the year, the Company issued common stock options to non-employee outside consultants. The Company issued 415,000 options with an exercise price of $.50 and 20,000 options with an exercise price of $1.00. Using the Black-Scholes option pricing model, the fair value of the options was determined to be $1,081,092.
The following table summarized stock option activity for the option plan:
| Options issued to nonemployees at $.50 | Options issued to nonemployees at $1.00 |
Number of options granted | | 415,000 | | 20,000 |
Grant date | | July 30, 2004 | | August 26, 2004 |
Vesting period for options granted | | 0 Days | | 0 Days |
| | | | |
Assumptions used to calculate expense using the | | | | |
Black-Scholes Option Pricing Model: | | | | |
Stock price at grant date | $ | 3.00 | $ | 3.00 |
Exercise price | $ | .50 | $ | 1.00 |
Expected life of option | | 6 months | | 6 months |
Annualized Volatility | | 105.0% | | 105.0% |
Annual rate of quarterly dividends | | 0.0% | | 0.0% |
Discount Rate-Bond Equivalent Yield | | 1.74% | | 1.74% |
DAVISKIN, INC.
(formerly MW Medical, Inc.)
(A Development Stage Company)
8. CORRECTION OF ERRORS
The Company erroneously recorded prepaid consulting expense as an expense when it should have been amortized over the life of the contract. Corrections have been made to properly classify the unamortized portion of the contract as an equity item, since stock was issued as consideration for the contract, and remove the unamortized portion of the contract from the statement of operations.