HealthWarehouse.com (HEWA) 8-K/A Entry into a Material Definitive Agreement

EXHIBIT 99.5

HEALTHWAREHOUSE.COM, INC.

PRO FORMA COMBINED

FINANCIAL STATEMENTS

(UNAUDITED)

INTRODUCTORY NOTE

On May 14, 2009, HealthWarehouse.com, Inc. (“HealthWarehouse”) completed a share exchange transaction (the “Exchange”) with Clacendix, Inc. (“Clacendix”), a public shell corporation. As a result of the Exchange, the former owners of HealthWarehouse became the controlling stockholders of Clacendix.

The following sets forth the combined statements of operations of HealthWarehouse on a pro forma basis for the three months ended March 31, 2009. The pro forma statements of operations data give effect to the transactions as if they had occurred at the beginning of the period. The pro forma balance sheet gives effect to the transactions as if they had occurred March 31, 2009. The pro forma financial statements are provided for informational purposes only, are unaudited, and not necessarily indicative of future results or what the operating results or financial condition of the Company would have been had the Exchange been consummated on the dates assumed. The following pro forma financial statements should be read in conjunction with the historical financial statements and the accompanying notes thereto, of HealthWarehouse included elsewhere in this filing and the historical condensed financial statements and the accompanying notes there to of Clacendix for the three months ended March 31, 2009, filed with the Securities Exchange Commission on May 12, 2009.

HealthWarehouse.com, Inc.

Pro Forma Combined Balance Sheet

As of March 31, 2009

(Unaudited)

							Pro forma adjustments				Pro forma adjustments
	Clacendix			HealthWarehouse			Clacendix				HealthWarehouse				Combined
Current Assets	(b)			(a)
Cash and cash equivalents	$	1,247,173		$	423,776						$	(21,000	)	k	$	2,849,949
												1,200,000		d
Accounts receivable		-			23,596											23,596
Inventory		-			111,987											111,987
Other receivables		1,033			-											1,033
Prepaid expenses and other current assets		534			-							-				534
		1,248,740			559,359			-				1,179,000				2,987,099
Property and equipment, net		-			376,383											376,383
Deferred transaction costs					265,000											265,000
Other assets		-			48,441											48,441
TOTAL ASSETS	$	1,248,740		$	1,249,183		$	-			$	1,179,000			$	3,676,923
Current Liabilities
Accounts payable - trade	$	146,120		$	326,089										$	472,209
Accounts payable - related					745,567											745,567
Accrued expenses		140,034									$	299,013		h		439,047
Convertible promissory notes												1,200,000		d		1,025,000
												(200,000	)	d
												25,000		d
Accrued payroll and related liabilities		17,262														17,262
Accrued interest - related party		15,814														15,814
		319,230			1,071,656			-				1,324,013				2,714,899
Stockholders’ Equity
Preferred stock		156			-											156
Common stock		33,057			1,032,528							154,876		i		1,220,461
Additional paid in capital		45,873,892			-			(44,721,320	)	e		(299,013	)	h		454,475
								(256,275	)	f		200,000		d
												(154,876	)	i
Accumulated deficit		(44,721,320	)		(855,002	)		44,721,320		e						(855,002	)
Deficit accumulated during the development stage		(256,275	)					256,275		f						-
Total Stockholders' Equity		929,510			177,526							(98,695	)			1,008,341
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	1,248,740		$	1,249,183		$	-			$	1,225,318			$	3,723,241

2

HealthWarehouse.com, Inc.

Notes to Pro Forma Combined Balance Sheet

(Unaudited)

NOTE 1 – Share Exchange Transaction

HealthWarehouse.com, Inc. (“HealthWarehouse”) entered into a securities exchange agreement with Clacendix, Inc. (“Clacendix”), a public shell corporation, whereby 100% of the outstanding shares of class A and class B common stock of HealthWarehouse were exchanged for 155,194,563 shares of Clacendix common stock. As a result of the share exchange transaction (the “Exchange”), the former owners of HealthWarehouse became the controlling stockholders of Clacendix. Accordingly, the share exchange transaction of HealthWarehouse and Clacendix has been accounted for as a reverse recapitalization of Healthwarehouse.

NOTE 2 - Pro Forma Adjustments

The pro forma adjustments to the condensed balance sheet give effect to the recapitalization of HealthWarehouse as if the Exchange had occurred at the beginning of the   period.

Balance Sheet – March 31, 2009:

a. Derived from the unaudited balance sheet of HealthWarehouse as of March 31, 2009.

b. Derived from the unaudited balance sheet of Clacendix as of March 31, 2009.

c. Note left blank intentionally.

d. HealthWarehouse sale of $1,200,000 in convertible promissory notes closed on May 12, 2009.

e. Elimination of Clacendix accumulated deficit.

f. Elimination of Clacendix accumulated deficit during development stage.

h. Estimated cost to complete Exchange to HealthWarehouse.

i. Exchange of HealthWarehouse shares for, and issuance of 155,194,563 of Clacendix shares.

j. The 188,250,744 shares of Clacendix common stock issued and outstanding consist of 155,194,563 shares issued in the Exchange to the former stockholders of HealthWarehouse and 33,056,161 shares outstanding held by the pre-Exchange stockholders of Clacendix.

k. Record expense of Chief Financial Officer as if hired on January 1, 2009.

3

HealthWarehouse.com, Inc.

Pro Forma Combined Statement of Operations

For the three months  ended March 31, 2009

(Unaudited)

							Pro forma adjustments				Pro forma adjustments
	Clacendix			HealthWarehouse			Clacendix				HealthWarehouse				Combined
Revenues	$	-		$	756,171		$				$				$	756,171
Cost of Sales		-			573,689											573,689
Gross Profit		-			182,482											182,482
								(259,309	)	c
Selling,General, and Administrative Expenses		259,309			359,899			180,800		h		21,000		d		561,699
Operating Loss		(259,309	)		(177,417	)		259,309		c						(379,217	)
Interest Income		3,033			375			(3,033	)	c						375
Amortization of debt discount		-			-			-				25,000		f		25,000
Net loss	$	( 256,276	)	$	(177,042	)	$	75,476			$	( 46,000	)		$	( 403,842	)
	(b)			(a)
Net loss per common share - Basic and Diluted	$	(0.00	)	$	(0.40	)									$	(0.00	)
Weighted average number of common												155,194,563		e,g
shares outstanding- Basic and Diluted		33,056,161			1,098,352							(1,098,352	)	e,g		188,250,724

4

HealthWarehouse.com, Inc.

Notes to Pro Forma Combined Statement of Operations

(Unaudited)

Statement of Operations - March 31, 2009:

a. Derived from the unaudited Statement of Operations of HealthWarehouse for the three months ended March 31, 2009.

b. Derived from the unaudited Statement of Operations of Clacendix for the three months ended March 31, 2009.

c. Elimination of Clacendix unaudited Statement of Operations for the three months ended March 31, 2009.

d. Record expense of Chief Financial Officer as if hired January 1, 2009.

e. Exchange of HealthWarehouse shares for, and issuance of, 155,194,563 of Clacendix shares.

f. To account for the amortization of deferred debt discount for the three months ended March 31, 2009.

g. Does not give effect to the contingent issuance of common shares under certain rights and obligations of HW.

h. Estimated cost to complete exchange to Clacendix.

5