TherapeuticsMD (TXMD) 8-K Index to Financial Statements

EXHIBIT 99.3

AMHN, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2009

	Historical						Adjustments			Consolidated
	AMHN			SPECTRUM
ASSETS
Current Assets
Cash	$	42,066		$	200		$	—		$	42,266
Accounts receivable00		10,568			5,160			—			15,728
Prepaid expenses		17,238			—			—			17,238
Total current assets		69,872			5,360			—			75,232
Fixed Assets
Site equipment		431,296			53,522			—			484,818
Accumulated depreciation		(48,536	)		(6,344	)		—			(54,880	)
Net fixed assets		382,760			47,178			—			429,938
Other Assets
Segment library		410,000			13,495			—			423,495
Accumulated amortization		(27,667	)		(1,125	)		—			(28,792	)
Net segment library		382,333			12,370			—			394,703
Security deposit		14,800			—			—			14,800
Goodwill		—			—			50,000	A		90,947
								40,947	B
Total other assets		397,133			12,370			90,947			500,450
TOTAL ASSETS	$	849,765		$	64,908		$	90,947		$	1,005,620
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	229,044		$	105,855		$	—		$	334,899
Accrued expenses		331,073			—			—			331,073
Promissory note payable-related party		600,000			—			—			600,000
Due to related parties		700			—			—			700
TOTAL LIABILITIES		1,160,817			105,855			—			1,266,672
Common stock		1,579,021			1			50,000	A		1,669,969
					—			40,947	B
Accumulated deficit		(1,890,073	)		(40,948	)		—			(1,931,021	)
TOTAL STOCKHOLDERS’ DEFICIT		(311,052	)		(40,947	)		90,947			(261,052	)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	849,765		$	64,908		$	90,947		$	1,005,620

AMHN, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR YEAR ENDED DECEMBER 31, 2009

	Historical						Adjustment		Consolidated
	AMHN			SPECTRUM
Revenues, net	$	10,569		$	3,235		$	—	$	13,804
Expenses
Operating costs		43,152			—			—		43,152
Selling, general and administration		1,536,899			36,714			—		1,573,613
Depreciation and amortization expense		76,203			7,469					83,672
Interest expense		8,856			—			—		8,856
Total expenses		1,665,110			44,183			—		1,709,293
Net loss before provision for income taxes	$	(1,654,541	)	$	(40,948	)	$	—	$	(1,695,489	)
Loss per share, basic and diluted	$	(0.23	)	$	(40.95	)			$	(0.10	)
Weighted average number of shares outstanding		7,264,707			1,000					16,290,209

AMHN, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

MARCH 31, 2010

	Historical
	AMHN			SPECTRUM			Adjustments			Consolidated
ASSETS
Current Assets
Cash	$	48,049		$	2,125		$	—		$	50,174
Accounts receivable00		15,329			11,512			—			26,841
Prepaid expenses		1,981			—			—			1,981
Total current assets		65,359			13,637			—			78,996
Fixed Assets
Site equipment		483,796			235,522			—			719,318
Accumulated depreciation		(85,936	)		(25,378	)		—			(111,314	)
Net fixed assets		397,860			210,144			—			608,004
Other Assets
Segment library		410,000			13,495			—			423,495
Accumulated amortization		(48,167	)		(4,498	)		—			(52,665	)
Net segment library		361,833			8,997			—			370,830
Security deposit		14,800			—			—			14,800
Goodwill		—			—			50,000	A		203,254
								153,254	B
Total other assets		376,633			8,997			203,254			588,884
TOTAL ASSETS	$	839,852		$	232,778		$	203,254		$	1,275,884
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	359,413		$	386,032		$	—		$	745,445
Accrued expenses		338,883			—			—			338,883
Promissory note payable-related party		800,000			—			—			800,000
TOTAL LIABILITIES		1,498,296			386,032			—			1,884,328
Common stock		1,579,021			1			50,000	A		1,782,276
					—			153,254	B
Accumulated deficit		(2,237,465	)		(153,255	)		—			(2,390,720	)
TOTAL STOCKHOLDERS’ DEFICIT		(658,444	)		(153,254	)		203,254			(608,444	)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	839,852		$	232,778		$	203,254		$	1,275,884

AMHN, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THREE MONTHS ENDED MARCH 31, 2010

	Historical
	AMHN			SPECTRUM			Adjustment		Consolidated
Revenues, net	$	15,329		$	8,277		$	—	$	23,606
Expenses
Operating costs		32,625			—			—		32,625
Selling, general and administration		263,665			98,177			—		361,842
Depreciation and amortization expense		57,900			22,407					80,307
Interest expense		8,531			—			—		8,531
Total expenses		362,721			120,584			—		483,305
Net loss before provision for income taxes	$	(347,392	)	$	(112,307	)	$	—	$	(459,699	)
Loss per share, basic and diluted	$	(0.02	)	$	(112.31	)			$	(0.03	)
Weighted average number of shares outstanding		15,790,209			1,000					16,290,209

AMHN, INC. AND SUBSIDIARIES

PRO-FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro-forma consolidated financial statements give effect to the acquisition of Spectrum Health Network, Inc. (“Spectrum”) by AMHN, Inc. (“AMHN” and the “Company”) and are based on estimates and assumptions set forth herein and in the notes to such pro-forma statements.

On June 11, 2010, Spectrum entered into an Agreement and Plan of Reorganization with AMHN, SHN Acquisition Corp., and Gordon Communication, Inc. (“Gordon”), and upon closing of the transaction, Spectrum became a wholly-owned subsidiary of AMHN (the “Agreement”).

The following unaudited consolidated pro-forma financial information for the year ended December 31, 2009 and for the three months ended March 31, 2010 gives effect to the above as if the transactions had occurred at the beginning of the periods. The unaudited pro-forma consolidated balance sheet at December 31, 2009 and March 31, 2010 assumes the effects of the above as if these transactions had occurred as of December 31, 2009 and March 31, 2010.

AMHN, INC. AND SUBSIDIARIES

PRO-FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro- forma consolidated financial statements are based upon, and should be read in conjunctions with AMHN’s audited financial statements as of and for the year ended December 31, 2009 and its unaudited financial statements as of and for the three months ended March 31, 2010 and the historical financial statements of Spectrum from its inception (October 21, 2009) through March 31, 2010.

The unaudited pro forma consolidated financial statements and notes thereto contained forward-looking statements that involve risks and uncertainties. Therefore, our actual results may vary materially from those discussed herein. The unaudited pro forma consolidated financial statements do not purport to be indicative of the results that would have been reported had such events actually occurred on the dates specified, nor is it indicative our future results.

AMHN, INC. AND SUBSIDIARIES

NOTES TO

PRO-FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A –ADJUSTMENT

(a) To record the issuance of 500,000 shares of Common Stock to Gordon pursuant to the Closing on June 11, 2010. As a result of this transaction, the Company acquired all of the assets and assumed all of the liabilities of Spectrum.

(b) To reflect the results of the Agreement whereby Gordon exchanged 100% of the issued and outstanding shares of Common Stock of Spectrum for 500,000 shares of Common Stock of AMHN.

NOTE B –PRO-FORMA WEIGHTED AVERAGE SHARES OUTSTANDING

Pro-forma shares of Common Stock outstanding assuming the transaction occurred as of October 21, 2009.

AMHN shares outstanding	15,790,209
Shares issued in acquisition transaction	500,000
	16,290,209