ICOWORKS INC.
PROFORMA CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars)
(Unaudited - Prepared by management)
December 31, | ||
2002 | ||
$ | ||
ASSETS | ||
| CURRENT ASSETS | ||
| Cash and cash equivalents | 150,448 | |
| Accounts receivable | 86,887 | |
| Deferred bonus | 19,816 | |
| Marketable Securities | 17,916 | |
| Inventory | 73,823 | |
| Prepaid expenses | 18,319 | |
| Deferred tax asset less valuation allowance | - | |
| Total Current Assets | 367,209 | |
| CAPITAL ASSETS | 81,909 | |
| CUSTOMER LIST | 341,360 | |
| 790,478 | ||
| LIABILITIES AND SHAREHOLDERS' DEFICIT | ||
| CURRENT LIABILITIES | ||
| Accounts payable | 367,955 | |
| Due to related parties | 517,070 | |
| TOTAL LIABILITIES | 885,025 | |
| MINORITY INTEREST | (11,755 | ) |
| SHAREHOLDERS' DEFICIT | ||
| Common stock, par $0.001, authorized 100,000,000 | 12,886 | |
| Issued 12,886,398 | ||
| Additional paid-in capital | 2,184,889 | |
| Accumulated deficit | (2,280,567 | ) |
| (82,792 | ) | |
| 790,478 | ||
ICOWORKS INC.
PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIODS ENDED
(expressed in U.S. Dollars)
(Unaudited - Prepared by managment)
| December 31, | June 30, | |||||
| 2002 | 2002 | |||||
| REVENUE | ||||||
| Auction proceeds | $ | 623,383 | $ | 967,596 | ||
| Cost of goods sold | 369,224 | 683,086 | ||||
| Net Auction Proceeds | 254,159 | 284,510 | ||||
| Other Revenue | 51,750 | - | ||||
| NET REVENUE | 305,909 | 284,510 | ||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ||||||
| Bank charges | 34,207 | 22,110 | ||||
| Amortization | 138,401 | 144,415 | ||||
| Entertainment and promotion | 21,360 | 64,605 | ||||
| Management fees | 102,000 | 150,000 | ||||
| Salaries, Commisions and benefits | 186,617 | 158,509 | ||||
| Professional fees | 65,720 | 234,469 | ||||
| Office expenses | 229,443 | 174,037 | ||||
| Financing fees | - | 92,741 | ||||
| Website design and maintenance | - | 341,210 | ||||
| TOTAL GENERAL AND ADMINISTRATIVE EXPENSES | 777,748 | 1,382,096 | ||||
| LOSS BEFORE MINORITY INTEREST IN SUBSIDIARIES | (471,839 | ) | (1,097,586 | ) | ||
| MINORITY INTEREST IN NET LOSS OF SUBSIDIARIES | (11,755 | ) | (46,229 | ) | ||
| LOSS BEFORE OTHER ITEMS | (460,084 | ) | (1,051,357 | ) | ||
| OTHER INCOME (EXPENSES) | ||||||
| Foreign exchange gain (loss) | - | 2,358 | ||||
| Reversal of contingent liability | - | 63,530 | ||||
| Write down of plant and equipment | - | (1,215 | ) | |||
| Gain on settlement of accounts payable | - | 55,000 | ||||
| Interest income | 504 | - | ||||
| Loss on sale of assets | (4,184 | ) | - | |||
| Gain on sale of available-for-sale equity securities | 8,588 | - | ||||
| TOTAL OTHER INCOME | 4,908 | 119,673 | ||||
| NET LOSS | (455,176 | ) | (931,684 | ) | ||
| Loss per share | $ | (0.09 | ) | $ | (0.19 | ) |
| Weighted average of common shares issued and outstanding | 5,006,604 | 5,006,604 |
ICOWORKS INC.
Notes to PROFORMA Consolidated Financial Statements
December 31, 2002
NOTE 1: BASIS OF PRESENTATION
The attached pro forma balance sheet as of December 31 2002 is based on the historical balance sheets of Icoworks Inc. (“II”) (formerly Paragon Polaris Strategies.com, Inc.) and Icoworks Holdings Inc. (“IHI”) (formerly Icoworks, Inc, formerly Tradezap Inc. and formerly Miracle Living Centres Inc.) as at December 31, 2002. The two entities merged on February 20, 2003.
The merger resulted in II being the legal parent company and IHI the accounting parent, and accordingly the transaction has been characterized as a recapitalization of IHI. The balance sheet and income statements reflect the merger as if it had been completed on December 31, 2002.
The recapitalization is reflected with the issuance of stock by IHI, represented by the outstanding shares of II, in exchange for 56% of the assets and liabilities of II.
There was a small inter-company balance that was eliminated.
NOTE 2: NATURE OF OPERATIONS
IHI was incorporated as a Nevada corporation on February 27, 1998 under the name “Miracle Living Centers, Inc.” The corporate name was changed to “TradeZap, Inc.” on December 8, 2000. The corporate name was subsequently changed to “Icoworks, Inc.” on May 6, 2002 to reflect its current business operations and subsequently on June 18, 2003 changed its name to Icoworks Holdings Inc.
IHI acquired all the issued and outstanding common shares of Bill Wigley Auction Services Ltd. effective December 1, 2001 from Bill Wigley and his spouse. Bill Wigley Auction Services Ltd. was subsequently renamed Icoworks Services Ltd. (“Icoworks Services”). Icoworks Services is an Alberta corporation incorporated on January 30, 1987.
II was incorporated as Paragon Polaris Strategies.com Inc. under the laws of the State of Nevada on May 27, 1999
NOTE 3: CAPITAL STOCK
II's articles of incorporation were amended to allow it to issue up to 100,000,000 million shares of common stock, par value $0.001 and 10,000,000 million shares of preferred stock, par value $0.001. If the merger had taken place on December 31, 2002, the number of issued and outstanding common shares would be 12,886,398.
