UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 23, 2014 (January 23, 2013)
INTERCORE, INC.
(Exact name of registrant as specified in
its charter)
Delaware |
|
000-54012 |
|
27-2506234 |
(State or other |
|
(Commission |
|
(IRS Employer |
jurisdiction of |
|
File Number) |
|
Identification |
incorporation) |
|
|
|
Number) |
1615 South Congress Avenue - Suite 103
Delray Beach, FL 33445
(Address of principal executive offices)
(zip code)
561-900-3709
(Registrant’s telephone number, including
area code)
n/a
(Former name or former address, if changed
since last report.)
| ¨ | Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions: |
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 9.01 | Financial Statements |
As reported on our Current Report on Form
8-K filed with the Securities and Exchange Commission on January 29, 2013, InterCore, Inc. ("ICOR" or "Company")
acquired 100% of the outstanding common stock of SRG International, Inc., a Quebec Province corporation ("SRG") effective
on January 23, 2013. In connection with that transaction, ICOR issued 5,000,000 shares of Series C Convertible Preferred Stock
as described in the Form 8-K referred to above for the purpose of acquiring SRG's in-process research and development.
SRG's in-process research and development
consisted of the Driver Alertness Detection System™ ("DADS"),
a system designed around proprietary alertness detection technologies which helps operators (such a drivers of motor vehicles)
in modulating their work activity based on real time knowledge of their actual state of alertness.
The purpose of this amended filing is to
provide the audited financial statements of SRG and the related pro forma financial statements, as required.
| A) | FINANCIAL STATEMENTS OF BUSINESS ACQUIRED |
SRG International, Inc.
Financial Statements
For the period from July 5, 2012 (date
of inception)
to December 31, 2012
Index
Report of Independent Registered Public
Accounting Firm
To the Board of Directors of
SRG International Inc.
We have audited the accompanying balance
sheet of SRG International Inc. (the “Company”), as of December 31, 2012, and the related statements of operations, changes in stockholders'
deficiency, and cash flows for the period from July 5, 2012 (date of inception) to December 31, 2012. These financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board of the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012, and
the results of its operations, changes in stockholders' deficiency, and cash flows for the period from July 5, 2012 (date of inception)
to December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the
Company has experienced a net loss and negative cash flow from operating activities since inception during 2012. These matters
raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these
matters are also described in Note 2. The accompanying financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/S/Tao Su
Tao Su, CPA
December 23, 2014
Burnaby, BC, Canada
SRG International, Inc.
Balance Sheets
December 31, 2012
(Audited)
Assets | |
| | |
| |
| | |
Current assets: | |
| | |
| |
| | |
Cash | |
$ | 10 | |
| |
| | |
Total assets | |
$ | 10 | |
| |
| | |
Liabilities and Stockholders' Deficiency | |
| | |
| |
| | |
Current liabilities: | |
| | |
| |
| | |
Note payable | |
$ | 1,203,744 | |
| |
| | |
Accrued interest | |
| 28,494 | |
| |
| | |
Due to related party | |
| 1,221 | |
| |
| | |
Total liabilities | |
| 1,233,459 | |
| |
| | |
Shareholders' deficiency: | |
| | |
| |
| | |
Common stock (Par value $0.0001 per share; 350,000,000 shares authorized; 50,000,000 shares issued and outstanding) | |
| 494 | |
| |
| | |
Additional paid-in capital | |
| 4,442 | |
| |
| | |
Accumulated deficiency | |
| (1,265,672 | ) |
| |
| | |
Accumulated other comprehensive gain | |
| 27,287 | |
| |
| | |
Total shareholders' deficiency | |
| (1,233,449 | ) |
| |
| | |
Total liabilities and shareholders' deficiency | |
$ | 10 | |
The accompanying footnotes are
an integral part of these financial statements.
SRG International, Inc.
Statement of Operations
For the period from July 5, 2012 (date
of inception)
to December 31, 2012
(Audited)
Operating expenses: | |
| | |
| |
| | |
Charge for acquired research and development | |
$ | 1,230,768 | |
| |
| | |
General and administrative | |
| 6,249 | |
| |
| | |
Total operating expenses | |
| 1,237,017 | |
| |
| | |
Other expenses - Interest | |
| 28,655 | |
| |
| | |
Net loss | |
| 1,265,672 | |
| |
| | |
Other comprehensive gain - Foreign currency translation | |
| 27,287 | |
| |
| | |
Comprehensive loss | |
$ | 1,238,385 | |
| |
| | |
Net loss per common share - Basic and diluted | |
$ | 0.025 | |
| |
| | |
Weighted average common shares outstanding - Basic and diluted | |
| 50,000,000 | |
The accompanying footnotes are
an integral part of these financial statements.
SRG International, Inc.
Statement of Stockholders' Deficiency
For the period from July 5, 2012 (date
of inception)
to December 31, 2012
(Audited)
| |
| | |
| | |
| | |
| | |
Accumulated | | |
| |
| |
| | |
| | |
Additional | | |
| | |
Other | | |
| |
| |
Common Stock | | |
Paid-In | | |
Accumulated | | |
Comprehensive | | |
Total | |
| |
# Shares | | |
Amount | | |
Capital | | |
Deficiency | | |
Income | | |
Deficiency | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Balance - July 5, 2012 (Date of inception) | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Issuance of common stock for cash at $0.0001 per share | |
| 50,000,000 | | |
| 494 | | |
| 4,442 | | |
| - | | |
| - | | |
| 4,936 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| (1,265,672 | ) | |
| - | | |
| (1,265,672 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Unrealized gain on foreign currency translation | |
| - | | |
| - | | |
| - | | |
| - | | |
| 27,287 | | |
| 27,287 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance - December 31, 2012 | |
| 50,000,000 | | |
$ | 494 | | |
$ | 4,442 | | |
$ | (1,265,672 | ) | |
$ | 27,287 | | |
$ | (1,233,449 | ) |
The accompanying footnotes are
an integral part of these financial statements.
SRG International, Inc.
Statement of Cash Flow
For the period from July 5, 2012 (date
of inception)
to December 31, 2012
(Audited)
Cash flows used in operating activities: | |
| | |
| |
| | |
Net loss | |
$ | 1,265,672 | |
| |
| | |
Adjustments to reconcile net loss to cash used in operating activities: | |
| | |
Charge for acquired in-process research and development | |
| 1,230,768 | |
Change in operating assets and liabilities: | |
| | |
Increase in accrued interest | |
| 28,655 | |
Increase in due to related party | |
| 1,221 | |
| |
| | |
Net cash used in operating activities | |
| (5,028 | ) |
| |
| | |
Cash flows provided by financing activities - sale of common stock | |
| 4,936 | |
| |
| | |
Net decrease in cash | |
| (92 | ) |
| |
| | |
Effect of foreign exchange rates upon cash | |
| 102 | |
| |
| | |
Cash - Beginning of period | |
| - | |
| |
| | |
Cash - End of period | |
$ | 10 | |
| |
| | |
Supplemental disclosure of cash flow information - Cash paid for: | |
| | |
| |
| | |
Interest | |
| - | |
Income taxes | |
| - | |
| |
| | |
Supplemental disclosure of non-cash activities - Issuance of note payable | |
$ | 1,230,768 | |
The accompanying footnotes are
an integral part of these financial statements.
SRG International, Inc.
Notes to Financial Statements
December 31, 2012
SRG International, Inc. (the "Company")
was incorporated in the Province of Quebec in Canada on July 5, 2012 as 9265-6784 Quebec Inc. The Company subsequently changed
its name to SRG International Inc. effective September 12, 2012.
The Company was formed for
the purpose of operations consisting primarily of performing research, development, and testing and commercialization of
the Driver Alertness Detection System™ ("DADS™"), a system designed around proprietary alertness
detection technologies and which helps operators (such as drivers of motor vehicles) to modulate their work activity based on
real time knowledge of their actual state of alertness. Activity to date has consisted of the acquisition of and ongoing
development of DADS™.
| 2) | Basis of Presentation and Going Concern |
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. The Company incurred significant losses and negative
cash flows from operations since its inception in July 2012 and has an accumulated deficiency of $1,233,449 as of December 31,
2012. Cash used in operating activities during the period from July 5, 2012 (date of inception) to December 31, 2012 totaled $5,028
and the Company has a working capital deficiency of $1,233,449 as of December 31, 2012. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. The Company has financed its activities to date through the private
placement of equity securities. Since inception, it has dedicated most of its cash resources to general and administrative expenses.
The Company’s ability to continue
those activities is dependent upon its ability to raise additional equity, secure debt financing, and/or generate revenue.
The Company can give no assurance that
such financing will be available on acceptable terms or at all, or that it can generate revenue. Should the Company not be successful
in obtaining the necessary financing or generating revenue to fund its operations, the Company would need to curtail or cease its
operational activities. The accompanying financial statements do not include any adjustments that might be necessary should the
Company be unable to continue as a going concern.
| 3) | Significant Accounting Policies and Recent Accounting
Pronouncements |
| a) | Significant Accounting Policies |
Use of Estimates - The preparation
of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses for the reporting period. Management bases its estimates on historical experience
and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those
estimates.
Research and Development - The
Company expenses research and development costs as incurred. The Company recorded a charge for acquired research and development
of $1,203,744 during the period from July 5, 2012 (date of inception) to December 31, 2012.
Income Taxes - The Company
accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change
is effective. Income tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance
is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company
is able to realize the benefit, or that future deductibility is uncertain.
Earnings (Loss) Per Share
- The Company calculates basic and diluted net loss per common share by dividing net loss by the weighted-average number of common
shares outstanding for the period. Basic and diluted net loss per common share were the same since the inclusion of common shares
issuable pursuant to other financial instruments in the calculation of diluted net loss per common share , if any were outstanding,
would have been anti-dilutive.
Financial Instruments - The
Company records financial instruments consisting of cash and accrued expenses and amounts due to a related party at historical
cost, and notes payable at face value. The Company considers such amounts to approximate fair value due to their short term nature
of those instruments.
Intangible Assets - The Company
accounts for intangible assets at their historical cost and records amortization expense over their estimated useful lives. The
Company reviews them for impairment whenever events or changes in business circumstances indicate that the carrying amount of such
assets may not be fully recoverable. An impairment loss would be recognized when the estimated undiscounted future cash flow expected
to be derived from the use of those assets is less than their carrying values. As of December 31, 2012, the Company had not associated
any costs with the DADS™ intangible asset.
Contingent Liabilities - The
Company records contingent liabilities when it is probable that a liability has been incurred and the amount can be
reasonably estimated or determined. As of December 31, 2012, there were no accruals for contingent liabilities.
Foreign Currency Translation -
The functional currency of the Company's Canadian operations is the Canadian dollar. Assets and liabilities related to such operations
are translated at end-of-period exchange rates while the related expenses are translated at average exchange rates prevailing during
the period. Unrealized foreign currency translation gains and losses are recorded in Accumulated Other Comprehensive Gains/Losses
on the balance sheets and presented as separate components of activity in the statements of operations. During the period from
July 5, 2012 (date of inception) to December 31, 2012, the foreign currency translation gain was $27,287.
Comprehensive Income (Loss) -
The Company reports comprehensive income and loss (and components thereof) in the statement of operations. Comprehensive loss during
the period from July 5, 2012 (date of inception) to December 31, 2012 consists of net loss and foreign currency translation adjustments
affecting shareholder’s deficiency which, under US GAAP, are excluded from net loss.
Subsequent Events - The
Company has evaluated subsequent events and transactions through the date these financial statements were issued to determine
if such events and transactions required adjustment to or disclosure in these financial statements. No such adjustments were
deemed necessary.
| b) | Recent Accounting Pronouncements |
Recent accounting pronouncements issued
by the FASB and the SEC did not have, or are not believed by management to have, a material impact on the Company's present or
future financial statements.
On September 14, 2012, the
Company issued a convertible note payable (The "Note") in the amount of $1,200,000 payable in Canadian dollars in
connection with the acquisition of the DADS™ technology. As the conversion feature was deemed to have no value due to
the acquisition transaction described in Note 9, the Note was recorded at its face value. This Note accrues interest at the
rate of 8% per annum and matures on March 15, 2013. Principal and accrued interest is convertible into common stock at an
amount per share equal to 90% of the amount per share that the Company sells equity securities while the Note is outstanding.
As of December 31, 2012, $1,203,744 in principal was outstanding under this Note.
As of December 31, 2012, $1,221 was due
to a related party as further described in Note 9.
| 6) | Commitments
and Contingencies |
The Company
is subject to litigation in the ordinary course of business. Management accrues loss contingencies for all known matters that
are probable and can be reasonably estimated. As of December 31, 2012, there were no accruals for contingent liabilities.
On July 25,
2012, the Company issued 50,000,000 shares of common stock at $0.0001 per share and received proceeds of $4,936. Such shares were
issued to related parties as further described in Note 9.
| 8) | Acquisition
of DADS™ Technology and Charge for Acquired In-Process Research and Development |
On September
14, 2012 and as previously indicated in Note 4, the Company acquired the DADS™ technology through the issuance of a promissory
note. A total of $1,230,768 was allocated to acquired in-process research and development on that date. As the DADS™ technology
required substantial additional development and its commercial viability was uncertain, the amount allocated to acquired
in-process research and development was immediately charged to expense in conformity with generally accepted accounting practices.
| 9) | Related
Party Transactions |
On July 25,
2012, the Company issued 47,190,000 and 50,000 shares of common stock at $0.0001 per share to the Chief Executive Officer and
Secretary of the Company and received proceeds of $4,659 and $5, respectively.
During the
period from July 5, 2012 (date of inception) to December 31, 2012, the Chief Executive Officer of the Company advanced $1,221
to the Company. Such amount is payable on demand and does not accrue interest.
On January
23, 2013, the Company closed on a transaction contemplated by an Amended and Restated Share Exchange Agreement (the “Agreement”)
with the Company's shareholders and InterCore, Inc., a corporation based in the United States (“ICOR”), pursuant to
which the holders of 100% of the outstanding common shares of the Company's common stock transferred to ICOR all of such shares
in exchange for 5,000,000 shares of ICOR's Series C Convertible Preferred Stock. All shares of ICOR's Series C Convertible Preferred
Stock outstanding immediately after a pending reverse stock split of ICOR's common stock would be converted into 80% of ICOR's
then outstanding common stock. Shares of ICOR's Series C Convertible Preferred Stock were also entitled to vote on an “as
converted” basis on all matters to which the holders of ICOR’s Common Stock are entitled or required to vote.
As further
described in the pro forma financial information included elsewhere in this report, the acquisition of SRG was accounted for by
ICOR as a purchase of a business whereby assets acquired and liabilities were recorded at their estimated fair values as of the
date of the acquisition and the results of operations of SRG have been consolidated with those of the ICOR from the date of the
acquisition.
| A) | PRO
FORMA FINANCIAL INFORMATION |
The following
unaudited pro forma combined statements of operations for the years ended December 31, 2011 and 2012 have been derived by the
application of pro forma adjustments to the historical financial statements of InterCore, Inc. (“ICOR”) and SRG International,
Inc. ("SRG") to reflect ICOR's January 23, 2013 acquisition of SRG as if it had occurred on January 1, 2011. As SRG
was formed on July 5, 2012, there are no historical financial statements for SRG as of or for the year ended December 31, 2011.
The following
unaudited pro forma combined statements of operations for the years ended December 31, 2011 and 2012 include:
| a) | The audited
statement of operations of ICOR for the years ended December 31, 2011 and 2012, as presented
in its Annual Report on Form 10-K for the year ended December 31, 2012 as filed with
the Securities and Exchange Commission on June 25, 2013; and |
| b) | The audited
statement of operations of SRG for the period from July 5, 2012 (date of inception) to
December 31, 2012 as included elsewhere in this report. |
Pro forma adjustments
were required in the unaudited pro forma combined statements of operations to record the securities issued by ICOR in connection
with the acquisition of SRG, the assets acquired and liabilities assumed in connection with the acquisition of SRG, eliminate
the equity accounts of SRG, and record interest expense of the notes payable acquired in connection with the acquisition of SRG
as if those notes had been outstanding since January 1, 2011.
The unaudited
pro forma combined statements of operations for the years ended December 31, 2011 and 2012 should be read in conjunction with
the audited financial statements of ICOR and SRG referred to above. These unaudited pro forma combined statements of operations
should not be considered indicative of actual results that would have been achieved had the acquisition been consummated on the
date indicated, nor are they necessarily indicative of future operating results.
The unaudited
pro forma combined statements of operations for the years ended December 31, 2011 and 2012 are based on currently available information
and certain assumptions that management of ICOR believes are appropriate. Management of ICOR believes that the assumptions utilized
provide a reasonable basis for presenting the significant effects of the acquisition and that the pro forma adjustments give appropriate
effects to those assumptions and are properly applied in the unaudited pro forma combined statements of operations.
InterCore,
Inc. |
Pro
Forma Balance Sheets |
As
of December 31, 2011 |
| |
| | |
| | |
| | |
Pro Forma | |
| |
| | |
| | |
| | |
| | |
| | |
Balance | |
| |
InterCore, Inc. | | |
SRG Intl, Inc. | | |
| | |
| | |
| | |
Sheet | |
| |
as of | | |
as of | | |
| | |
| | |
| | |
as of | |
| |
December 31, | | |
December 31, | | |
Pro Forma Adjustments | | |
December 31, | |
| |
2011 | | |
2011 | | |
#1 | | |
#2 | | |
#3 | | |
2011 | |
Current Assets: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cash | |
$ | 52,422 | | |
$ | - | | |
| | | |
| | | |
| | | |
$ | 52,422 | |
Prepaid expenses | |
| 33,104 | | |
| - | | |
| 14,705 | | |
| | | |
| | | |
| 47,809 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total Current Assets | |
| 85,526 | | |
| - | | |
| | | |
| | | |
| | | |
| 100,231 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Investments | |
| 350,000 | | |
| - | | |
| | | |
| | | |
| | | |
| 350,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Acquired in-process research and development | |
| - | | |
| - | | |
| 1,467,505 | | |
| (1,467,505 | ) | |
| | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total assets | |
$ | 435,526 | | |
$ | - | | |
| | | |
| | | |
| | | |
$ | 450,231 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Current liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Accounts payable | |
$ | 373,359 | | |
$ | - | | |
| 112,896 | | |
| | | |
| | | |
$ | 486,255 | |
Accrued compensation | |
| 138,000 | | |
| - | | |
| | | |
| | | |
| | | |
| 138,000 | |
Accrued expenses | |
| 137,100 | | |
| - | | |
| 34,703 | | |
| | | |
| 96,010 | | |
| 267,813 | |
Convertible note payable | |
| 1,666,667 | | |
| - | | |
| 1,208,640 | | |
| | | |
| | | |
| 2,875,307 | |
Note payable - Due to related party | |
| 384,401 | | |
| - | | |
| | | |
| | | |
| | | |
| 384,401 | |
Note payable - Other | |
| 10,019 | | |
| - | | |
| | | |
| | | |
| | | |
| 10,019 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total liabilities | |
| 2,709,546 | | |
| - | | |
| | | |
| | | |
| | | |
| 4,161,795 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stockholders' deficiency: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Preferred stock | |
| 500 | | |
| - | | |
| 500 | | |
| | | |
| | | |
| 1,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock | |
| 14,846 | | |
| - | | |
| | | |
| | | |
| | | |
| 14,846 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Additional paid-in capital | |
| 3,419,264 | | |
| - | | |
| 125,471 | | |
| | | |
| | | |
| 3,544,735 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Accumulated deficit | |
| (5,708,630 | ) | |
| - | | |
| | | |
| (1,467,505 | ) | |
| (96,010 | ) | |
| (7,272,145 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total stockholders' deficiency | |
| (2,274,020 | ) | |
| - | | |
| | | |
| | | |
| | | |
| (3,711,564 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total liabilities and stockholders' deficiency | |
$ | 435,526 | | |
$ | - | | |
| | | |
| | | |
| | | |
$ | 450,231 | |
InterCore,
Inc. |
Pro
Forma Statements of Operations |
For
the Year Ended December 31, 2011 |
| |
| | |
| |
| |
| | |
Pro Forma | |
| |
| | |
| |
| |
| | |
| | |
Statement of | |
| |
InterCore, Inc. | | |
SRG Intl, Inc. | |
| |
| | |
| | |
Operations | |
| |
for the year | | |
for the year | |
| |
| | |
| | |
for the year | |
| |
ended | | |
ended | |
| |
| | |
| | |
ended | |
| |
December 31, | | |
December 31, | |
Pro Forma Adjustments | | |
December 31, | |
| |
2011 | | |
2011 | |
| |
#2 | | |
#3 | | |
2011 | |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Revenues | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
$ | - | |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Cost of revenues | |
| - | | |
| - | |
| |
| | | |
| | | |
| - | |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Gross profit | |
| - | | |
| - | |
| |
| | | |
| | | |
| - | |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | |
| |
| | | |
| | | |
| | |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Research and development | |
| 182,100 | | |
| - | |
| |
| | | |
| | | |
| 182,100 | |
General and administrative | |
| 1,657,445 | | |
| - | |
| |
| | | |
| | | |
| 1,657,445 | |
Charge for write-off of acquired research and development | |
| - | | |
| - | |
| |
| 1,467,505 | | |
| | | |
| 1,467,505 | |
Charge for impairment of intabgible asset | |
| 2,950,000 | | |
| - | |
| |
| | | |
| | | |
| 2,950,000 | |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Total operating expenses | |
| 4,789,545 | | |
| - | |
| |
| | | |
| | | |
| 6,257,050 | |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Operating loss | |
| (4,789,545 | ) | |
| - | |
| |
| | | |
| | | |
| (6,257,050 | ) |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Other expense - Interest | |
| (198,697 | ) | |
| - | |
| |
| | | |
| (96,010 | ) | |
| (294,707 | ) |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Net loss from continuing operations | |
| (4,988,242 | ) | |
| - | |
| |
| | | |
| | | |
| (6,551,757 | ) |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Loss for discountinued operations | |
| (408,694 | ) | |
| - | |
| |
| | | |
| | | |
| (408,694 | ) |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Net loss | |
$ | (5,396,936 | ) | |
$ | - | |
| |
| | | |
| | | |
$ | (6,960,451 | ) |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Net loss per common share - Basic and diluted: | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Continuing operations | |
$ | (0.034 | ) | |
$ | - | |
| |
| | | |
| | | |
$ | (0.045 | ) |
Discountinued operations | |
$ | (0.003 | ) | |
$ | - | |
| |
| | | |
| | | |
$ | (0.003 | ) |
| |
$ | (0.037 | ) | |
$ | - | |
| |
| | | |
| | | |
$ | (0.048 | ) |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Weighted average common shares outstanding - Basic and diluted | |
| 145,436,553 | | |
| | |
| |
| | | |
| | | |
| 145,436,553 | |
InterCore,
Inc. |
Pro
Forma Balance Sheets |
As
of December 31, 2012 |
| |
| | |
| |
|
|
| |
| | |
Pro Forma | |
| |
| | |
| |
|
|
| |
| | |
Balance | |
| |
InterCore, Inc. | | |
SRG Intl, Inc. | |
|
|
| |
| | |
Sheet | |
| |
as of | | |
as of | |
|
|
| |
| | |
as of | |
| |
December 31, | | |
December 31, | |
Pro Forma Adjustments | | |
December 31, | |
| |
2012 | | |
2012 | |
|
|
| |
#4 | | |
2012 | |
Current Assets: | |
| | | |
| | |
|
|
| |
| | | |
| | |
| |
| | | |
| | |
|
|
| |
| | | |
| | |
Cash | |
$ | 52,422 | | |
$ | 10 | |
|
|
| |
| | | |
$ | 52,432 | |
Prepaid expenses | |
| 33,104 | | |
| - | |
|
|
| |
| | | |
| 33,104 | |
| |
| | | |
| | |
|
|
| |
| | | |
| | |
Total Current Assets | |
| 85,526 | | |
| 10 | |
|
|
| |
| | | |
| 85,536 | |
| |
| | | |
| | |
|
|
| |
| | | |
| | |
Investments | |
| 350,000 | | |
| - | |
|
|
| |
| | | |
| 350,000 | |
| |
| | | |
| | |
|
|
| |
| | | |
| | |
Acquired in-process research and development | |
| - | | |
| - | |
|
|
| |
| | | |
| - | |
| |
| | | |
| | |
|
|
| |
| | | |
| | |
Total assets | |
$ | 435,526 | | |
$ | 10 | |
|
|
| |
| | | |
$ | 435,536 | |
| |
| | | |
| | |
|
|
| |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
|
|
| |
| | | |
| | |
| |
| | | |
| | |
|
|
| |
| | | |
| | |
Accounts payable | |
$ | 373,359 | | |
$ | - | |
|
|
| |
| | | |
$ | 373,359 | |
Accounts payable due to related parties | |
| - | | |
| - | |
|
|
| |
| | | |
| - | |
Accrued compensation | |
| 138,000 | | |
| - | |
|
|
| |
| | | |
| 138,000 | |
Accrued expenses | |
| 137,100 | | |
| 28,494 | |
|
|
| |
| 163,831 | | |
| 329,425 | |
Convertible note payable | |
| 1,666,667 | | |
| 1,203,744 | |
|
|
| |
| | | |
| 2,870,411 | |
Note payable - Due to related party | |
| 384,401 | | |
| 1,221 | |
|
|
| |
| | | |
| 385,622 | |
Note payable - Other | |
| 10,019 | | |
| - | |
|
|
| |
| | | |
| 10,019 | |
| |
| | | |
| | |
|
|
| |
| | | |
| | |
Total liabilities | |
| 2,709,546 | | |
| 1,233,459 | |
|
|
| |
| | | |
| 4,106,836 | |
| |
| | | |
| | |
|
|
| |
| | | |
| | |
Stockholders' deficiency: | |
| | | |
| | |
|
|
| |
| | | |
| | |
| |
| | | |
| | |
|
|
| |
| | | |
| | |
Preferred stock | |
| 500 | | |
| 494 | |
|
|
| |
| | | |
| 994 | |
| |
| | | |
| | |
|
|
| |
| | | |
| | |
Common stock | |
| 14,846 | | |
| - | |
|
|
| |
| | | |
| 14,846 | |
| |
| | | |
| | |
|
|
| |
| | | |
| | |
Additional paid-in capital | |
| 3,419,264 | | |
| 4,442 | |
|
|
| |
| | | |
| 3,423,706 | |
| |
| | | |
| | |
|
|
| |
| | | |
| | |
Accumulated deficit | |
| (5,708,630 | ) | |
| (1,265,672 | ) |
|
|
| |
| (163,831 | ) | |
| (7,138,133 | ) |
| |
| | | |
| | |
|
|
| |
| | | |
| | |
Accumulated comprehensive gain | |
| - | | |
| 27,287 | |
|
|
| |
| | | |
| 27,287 | |
| |
| | | |
| | |
|
|
| |
| | | |
| | |
Total stockholders' deficiency | |
| (2,274,020 | ) | |
| (1,233,449 | ) |
|
|
| |
| | | |
| (3,671,300 | ) |
| |
| | | |
| | |
|
|
| |
| | | |
| | |
Total liabilities and stockholders' deficiency | |
$ | 435,526 | | |
$ | 10 | |
|
|
| |
| | | |
$ | 435,536 | |
InterCore,
Inc. |
Pro
Forma Statements of Operations |
For
the Year Ended December 31, 2012 |
| |
| | |
| |
| |
| | |
Pro Forma | |
| |
| | |
| |
| |
| | |
| | |
Statement of | |
| |
InterCore, Inc. | | |
SRG Intl, Inc. | |
| |
| | |
| | |
Operations | |
| |
for the year | | |
for the year | |
| |
| | |
| | |
for the year | |
| |
ended | | |
ended | |
| |
| | |
| | |
ended | |
| |
December 31, | | |
December 31, | |
Pro Forma Adjustments | | |
December 31, | |
| |
2012 | | |
2012 | |
| |
#5 | | |
#6 | | |
2012 | |
| |
| | |
| |
| |
| | |
| | |
| |
Revenues | |
$ | 5,672 | | |
$ | - | |
| |
| | | |
| | | |
$ | 5,672 | |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Cost of revenues | |
| - | | |
| - | |
| |
| | | |
| | | |
| - | |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Gross profit | |
| 5,672 | | |
| - | |
| |
| | | |
| | | |
| 5,672 | |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | |
| |
| | | |
| | | |
| | |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Research and development | |
| 151,450 | | |
| - | |
| |
| | | |
| | | |
| 151,450 | |
General and administrative | |
| 932,989 | | |
| 6,249 | |
| |
| | | |
| | | |
| 939,238 | |
Charge for write-off of acquired research and development | |
| - | | |
| 1,230,768 | |
| |
| (1,230,768 | ) | |
| | | |
| - | |
Charge for shares issued in
connection with Myself acquisition agreement | |
| 855,000 | | |
| - | |
| |
| | | |
| | | |
| 855,000 | |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Total operating expenses | |
| 1,939,439 | | |
| 1,237,017 | |
| |
| | | |
| | | |
| 1,945,688 | |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Operating loss | |
| (1,933,767 | ) | |
| (1,237,017 | ) |
| |
| | | |
| | | |
| (1,940,016 | ) |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Other expense - Interest | |
| (249,618 | ) | |
| (28,655 | ) |
| |
| | | |
| (67,821 | ) | |
| (346,094 | ) |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Net loss | |
| (2,183,385 | ) | |
| (1,265,672 | ) |
| |
| | | |
| | | |
| (2,286,110 | ) |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Comprehensive gain - Foreign currency translation | |
| - | | |
| 27,287 | |
| |
| | | |
| | | |
| 27,287 | |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Comprehensive loss | |
$ | (2,183,385 | ) | |
$ | (1,238,385 | ) |
| |
| | | |
| | | |
$ | (2,258,823 | ) |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Net loss per common share - Basic and diluted: | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Continuing operations | |
$ | (0.012 | ) | |
$ | - | |
| |
| | | |
| | | |
$ | (0.013 | ) |
Discountinued operations | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
$ | - | |
| |
$ | (0.012 | ) | |
$ | - | |
| |
| | | |
| | | |
$ | (0.013 | ) |
| |
| | | |
| | |
| |
| | | |
| | | |
| | |
Weighted average common shares outstanding - Basic and diluted | |
| 179,050,669 | | |
| | |
| |
| | | |
| | | |
| 179,050,669 | |
InterCore,
Inc.
Pro Forma
Combined Financial Statements
As of and
for the years ended December 31, 2011 and 2012
Description
of Adjustments
The following
unaudited pro forma adjustments to the combined statements of operations for ICOR and SRG the years ended December 31, 2011 and
2012 give effect to ICOR's January 23, 2013 acquisition of SRG as if it had occurred on January 1, 2011. As SRG was formed on
July 5, 2012, there are no historical financial statements for SRG as of or for the year ended December 31, 2011.
| 1) | Record as
of January 1, 2011 the issuance of 5,000,000 shares of ICOR's Series C Convertible Preferred
Stock and the assets acquired and liabilities assumed. |
| 2) | Record a
charge to expense effective January 1, 2011 for the acquired in-process research and
development. |
| 3) | Record the
accrued interest as of December 31, 2011 and the related interest expense for the year
then ended in connection with the convertible note payable. |
| 4) | Record the
cumulative accrued interest as of December 31, 2012 in connection with the convertible
note payable. |
| 5) | Eliminate
the charge to expense for the acquired in-process research and development. |
| 6) | Record the
interest expense for the year ended December 31, 2012 in connection with the convertible
note payable. |
SRG was acquired
through the issuance of shares of ICOR's Series C Convertible Preferred Stock on January 23, 2013. Subsequent to that date, additional
shares of ICOR's Series C Convertible Preferred Stock were issued in connection with unrelated transactions. Ultimately, the conversion
of such shares into ICOR's common stock did not occur until December 31, 2013 and was governed by events independent of the SRG
acquisition. Therefore, these unaudited pro forma financial statements do not include an adjustment to the weighted average number
of common shares outstanding.
EXHIBITS
| 10.30* | Amended and Restated Share
Exchange Agreement by and between InterCore Energy, Inc., SRG, Inc. and the shareholders of SRG dated January 15, 2013 |
| * -
| Incorporated
by reference from our Current Report on Form 8-K filed with the Commission on January
29, 2013 |
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: December
23, 2014 |
InterCore, Inc. |
|
|
|
|
|
/s/ |
James
F. Groelinger |
|
|
By: |
James F. Groelinger |
|
|
Its: |
President and Chief Executive
Officer |
|