Davi Skin, Inc. MW Medical, Inc. Consolidated Pro Forma Consolidated
(Unaudited)
(Unaudited)
Total
Adjustments
Total
ASSETS
Current assets
Cash
$
590,171
$
-
$
590,171
$
590,171
Stock subscription receivable
8,200
-
8,200
8,200
Total current assets
598,371
-
598,371
598,371
Fixed assets
19,752
-
19,752
19,752
Total assets
$
618,123
$
-
$
618,123
$
618,123
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities
$
17,889
$
1,922
$
19,811
$
19,811
Due to related parties
-
200,000
200,000
200,000
Total current liabilities
17,889
201,922
219,811
219,811
Long term debts
-
-
-
-
Total liabilities
17,889
201,922
219,811
219,811
Stockholders' equity
Common stock
9,746
645
10,391
10,391
Additional paid-in capital
763,802
15,656,923
16,420,725
15,656,923
(a)
763,802
Retained earnings (accumulated deficit)
(173,314
)
(15,859,490
)
(16,032,804
)
(15,656,923
)
(375,881)
Total stockholders' equity
600,234
(201,922
)
398,312
398,312
Total liabilities and stockholders' equity
$
618,123
$
-
$
618,123
$
-
$
618,123
(a) Adjustment to related to reverse-merger transaction
1
DAVI SKIN, INC. f.k.a.MW MEDICAL, INC.
PRO FORMA
CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2004
(UNAUDITED)
Historical
Davi Skin, Inc. fka
Pro Forma
Davi Skin, Inc.
MW Medical, Inc.
Consolidated
Pro Forma
Consolidated
(Audited) (a)
(Unaudited )
Total
Adjustments
Total
Revenues
$
-
$
-
$
-
$
-
$
-
Operating expenses
Depreciation, depletion and amortization
999
-
999
-
999
Selling, general and adminstrative expenses
173,189
93,686
266,875
(93,686
)
(b)
173,189
Total operating expenses
174,188
93,686
267,874
(93,686
)
174,188
Income from operations
(174,188
)
(93,686
)
(267,874
)
93,686
(174,188)
Other income (expense)
Interest income
874
-
874
-
874
Interest expense
-
(22,327
)
(22,327
)
22,327
(b)
-
Total other income (expense)
874
(22,327
)
(21,453
)
22,327
874
Income before income taxes
(173,314
)
(116,013
)
(289,327
)
116,013
(173,314)
Income taxes
-
-
-
-
-
Net income
$
(173,314
)
$
(116,013
)
$
(289,327
)
$
116,013
$
(173,314)
Earnings per share:
Basic and fully diluted earnings per share
$
(0.02)
Weighted average outstanding shares used in calculation
10,390,667
(a) Operations related to Davi Skin, Inc. reflects activities from March 21, 2004 (Date of Inception) through June 30, 2004.
(b) Elimination of operations for the Registrant prior to the reverse merger transaction.
2
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
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 9,745,634 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 for 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.
The adjustments to the historical financial statements reflect the effect of the recording of the reverse merger of the Registrant and the previously privately-held Davi. The reported results of operations and financial condition are those of Davi. The adjustments eliminate the results of operations for the Registrant for the periods before the reverse acquisition of the Registrant by Davi, combine the balance sheets of both entities and reflect the stockholders' equity/deficit as if the transaction had occurred at the date of the pro forma statements.
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