Form 8-K/A
Exhibit 99.2
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following Unaudited Pro Forma Combined Financial Statements of Disease
Sciences, Inc. ("DSSC") and Iceweb, Inc. ("Iceweb") gives effect to the merger
between DSSC and Iceweb under the purchase method of accounting prescribed by
Accounting Principles Board Opinion No. 16, Business Combinations. These pro
forma statements are presented for illustrative purposes only. The pro forma
adjustments are based upon available information and assumptions that management
believes are reasonable. The Unaudited Pro Forma Combined Financial Statements
do not purport to represent what the results of operations or financial position
of DSSC would actually have been if the merger had in fact occurred on February
1, 2001 or nor do they purport to project the results of operations or financial
position of DSSC for any future period or as of any date, respectively. The
acquisition of Iceweb by DSSC has been accounted for as a reverse acquisition
under the purchase method for business combinations. The combination of the two
companies is recorded as a recapitalization of Iceweb, pursuant to which Iceweb
is treated as the continuing entity.
These Unaudited Pro Forma Combined Financial Statements do not give effect
to any restructuring costs or to any potential cost savings or other operating
efficiencies that could result from the merger between DSSC and Iceweb.
The financial statements of DSSC for the year ended January 31, 2002, are
derived from audited financial statements and are included in the Form 10-KSB as
filed by DSSC on May 16, 2002, with the Securities and Exchange Commission. The
financial statements of DSSC for the two months ended March 31, 2002, are
derived from unaudited financial statements and will be included in the Form
10-QSB to be filed by DSSC for the quarter ending April 30, 2002, with the
Securities and Exchange Commission.
You should read the financial information in this section along with DSSC's
historical financial statements and accompanying notes in prior Securities and
Exchange Commission filings and in this amended Current Report on Form 8-K.
DISEASE SCIENCES, INC
Unaudited Pro Forma Combined Balance Sheet
March 31, 2002
Pro Forma Adjustments
-----------------------------
DSSC ICEW DR CR Pro Forma
-------- --------- ------- ------- ---------
ASSETS
Current assets:
Cash and cash 5,474 3,825 0 0 9,299
equivalents
Accounts receivable 0 42,713 0 0 42,713
Prepaid expense 0 0 0 0 0
Total current assets 5,474 46,538 0 0 52,013
Property and 0 121,515 0 0 121,515
equipment, net
Other assets
Trademarks and 0 79,053 0 0 79,053
intangibles
Deposits 0 0 0 0 0
Due from related party 0 84,857 0 0 84,857
Total other assets 0 163,910 0 0 163,910
Total assets 5,474 331,963 0 0 337,438
LIABILITIES and
STOCKHOLDERS DEFICIT
Current liabilities:
Accounts payable 33,286 268,225 0 0 301,511
Note payable 97,000 0 0 0 97,000
Line of credit 0 403,015 0 0 403,015
Due to related party 0 0 0 0 0
Deferred revenue 0 5,000 0 0 5,000
Total current 130,286 676,240 0 0 806,526
liabilities
Stockholders Deficit
Common stock 10,727 27,720 27,720 18,711 29,438
Treasury stock 0 0 5,600 5,600 0
Additional paid in 726,012 1,667,971 880,262 27,720 1,541,441
capital
Note receivable (200,000) 0 0 200,000 0
Accumulated deficit (661,551) (2,039,967) 0 661,551 (2,039,967)
Total stockholders (124,812) (344,277) 0 0 (469,088)
deficit
Total liabilities 5,474 331,963 0 0 337,438
and stockholders
deficit
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DISEASE SCIENCES, INC.
Unaudited Pro Forma Combined Statements of Operations
Year Ended January 31, 2002
DSSC ICEW DR CR Pro Forma
--------- ----------- ---- ---- ----------
Revenues 0 297,239 297,239
Cost of sales 0 69,900 69,900
Gross profit 0 227,339 227,339
Operating expenses:
Salaries and 258,650 523,609 782,259
employee benefits
Professional fees 110,706 47,331 158,037
Other selling, 179,857 336,419 516,276
general and
administrative
Marketing 49,287 32,589 81,876
Total operating 598,500 939,948 1,538,448
expense
Operating loss (598,500) (712,608) (1,311,108)
Other income and
expense
Other income 3,838 1,438 5,276
Other expense 8,275 34,199 42,474
Depreciation and 0 127,548 127,548
amortization
Gain or loss on 0 193,792 193,792
disposal
Total other income 4,437 354,101 358,538
and expense
Net loss (602,937) (1,066,709) (1,669,646)
Net loss per $(.07) $(.04) $(.06)
weighted shares
outstanding
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DISEASE SCIENCES, INC.
Unaudited Pro Forma Combined Statements of Operations
For the two month period Ended March 31, 2002
DSSC ICEW DR CR Pro Forma
--------- ----------- ---- ---- ----------
Revenues 0 53,105 53,105
Cost of sales 0 19,962 19,962
Gross profit 0 40,143 40,143
Operating expenses:
Salaries and 46,498 64,480 110,978
employee benefits
Professional fees (11,967) 3,253 (8,715)
Other selling, 17,695 51,729 69,424
general and
administrative
Marketing 6,309 2,074 8,383
----------------------- ----------
Total operating 58,535 121,535 180,070
expense
Operating loss (58,535) (81,392) (139,927)
Other income and
expense
Other income 0 0 0
Other expense 0 3,369 3,369
Depreciation and 0 13,370 13,370
amortization
Gain or loss on 0 2,117 2,117
disposal
Total other income 0 19,217 19,217
and expense
Net loss (58,535) (100,608) (159,144)
Net loss per $(.01) $(.00) $(.01)
weighted shares
outstanding
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DISEASE SCIENCES, INC.
Unaudited Pro Forma Adjustments
Pro Forma adjustments reflect the following transaction:
Pro Forma adjustments -
Appearing on the Balance Sheet January 31, 2002
DR CR
-------- --------
Common Stock $5,000
Additional paid in capital $5,000
To record 5,000,000 shares of Iceweb treasury stock Cancelled as part
of the merger agreement
Additional paid in capital $194,400
Treasury stock $5,600
Note receivable $200,000
To record the 5,600,000 shares of DSSC stock turned back to DSSC as part of the
Shares issued to Iceweb shareholders; as part of this transaction the Note
Receivable due from DSSC Company Officers for the purchase of stock options was
reduced to $0.
Common stock $22,720
Additional paid in capital $22,720
Additional paid in capital $685,682
Common stock $24,311
Accumulated deficit $661,551
To record the issuance of approximately 24,311,000 shares of DSSC stock for all
of the Outstanding Iceweb shares.
The acquisition has been accounted for as a reverse acquisition under the
purchase method for business combinations. The combination of the two companies
is recorded as a recapitalization of Iceweb, pursuant to which Iceweb is treated
as the continuing entity.
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