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10-Q/A - FORM 10 AMENDMENT 5 - Clinigence Holdings, Inc. | igambit10qa52711.htm |
EX-99 - Clinigence Holdings, Inc. | igmabitfinancials.htm |
EX-99 - Clinigence Holdings, Inc. | igambitauditorrpt.htm |
EX-99 - Clinigence Holdings, Inc. | igambitfinancials1.htm |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT
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To the Board of Directors and Shareholders of:
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JEKYLL ISLAND VENTURES INC.
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I have audited the accompanying balance sheet of Jekyll Island Ventures, Inc. as of
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December 31, 2008 and the related statement of income, changes in stockholders’ equity,
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and cash flows for the year then ended. These financial statements are the responsibility
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of the Company's management. My responsibility is to express an opinion on these
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financial statements based on my audit.
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I conducted my audit in accordance with standards of the Public Company Accounting Oversight
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Board (United States). Those standards require that I plan and perform the audit to obtain
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reasonable assurance about whether the financial statements are free of material misstatement.
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An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
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in the financial statements. An audit also includes assessing the accounting principles
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used and significant estimates made by management, as well as evaluating the overall
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financial statement presentation. I believe that my audit provides a reasonable basis for
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my opinion.
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In my opinion, the financial statements referred to above present fairly, in all
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material respects, the financial position of Jekyll Island Ventures, Inc. as of
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December 31, 2008, and the results of its operations and cash flows for the year then
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ended in conformity with U.S. generally accepted accounting principles.
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The Company is not required to have, nor were we engaged to perform, an audit of its internal
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control over financial reporting. Our audit included consideration of internal control over
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financial reporting as a basis for designing audit procedures that are appropriate in the
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circumstances, but not for the purpose of expressing an opinion on the Company’s internal
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control over financial reporting. Accordingly, we express no such opinion.
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/s/ Michael F. Albanese
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___________________________
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Michael F. Albanese, CPA
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Parsippany, NJ
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October 5, 2010
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F30
JEKYLL ISLAND VENTURES INC.
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BALANCE SHEET
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DECEMBER 31, 2008
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ASSETS
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Current assets
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Cash
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$ | 8,165 | ||
Accounts receivable
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72,485 | |||
Prepaid expenses
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563 | |||
$ | 81,213 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities
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Accounts payable
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$ | 23 | ||
Stockholders' equity
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Common stock, no par value; 200 shares
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authorized, issued and outstanding
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667 | |||
Retained earnings
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80,523 | |||
Total stockholders' equity
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81,190 | |||
$ | 81,213 | |||
F31
JEKYLL ISLAND VENTURES INC.
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INCOME STATEMENT
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DECEMBER 31, 2008
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Sales
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$ | 359,590 | |||||||
Cost of sales
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77,700 | ||||||||
Gross profit
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281,890 | ||||||||
Operating expenses
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General and administrative expenses
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259,730 | ||||||||
Income from operations before provision for income taxes
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22,160 | ||||||||
Provision for income taxes
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400 | ||||||||
Net income
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$ | 21,760 | |||||||
F32
JEKYLL ISLAND VENTURES INC.
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STATEMENT OF CASH FLOWS
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DECEMBER 31, 2008
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net income
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$ | 21,760 | |||
Adjustments to reconcile net income to net
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cash used by operating activities
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Increase (Decrease) in cash flows as a result of
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changes in asset and liability account balances:
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Accounts receivable
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(21,348 | ) | |||
Prepaid expenses
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(563 | ) | |||
Accounts payable
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(186 | ) | |||
NET CASH USED BY OPERATING ACTIVITIES
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(337 | ) | |||
NET DECREASE IN CASH
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(337 | ) | |||
CASH - BEGINNING OF YEAR
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8,502 | ||||
CASH - END OF YEAR
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$ | 8,165 | |||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
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Cash paid during the year for:
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Income taxes
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$ | 400 | |||
JEKYLL ISLAND VENTURES INC.
F33
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
DECEMBER 31, 2008
Common stock
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Retained
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Shares
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Amount
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Earnings
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Totals
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Balances, December 31, 2007
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200 | $ | 667 | $ | 58,763 | $ | 59,430 | |||||||||
Net income
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21,760 | 21,760 | ||||||||||||||
Balances, December 31, 2008
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200 | $ | 667 | $ | 80,523 | $ | 81,190 |
Note 1 - Organization and Basis of Presentation
The financial statements presented are those Jekyll Island Ventures Inc., (the “Company”). The Company was incorporated under the laws of the State of New York on January 7, 2005. The Company provides media technology services to the real estate community. The Company also provides website development services, sales office technology and data interchange services for many real estate firms located in New York City.
Note 2 – Summary of Significant Accounting Policies
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reporting 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 during the period. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include checking and money market accounts and any highly liquid debt instruments purchased with a maturity of three months or less.
Revenue Recognition
Revenue is recognized when services are completed and delivered to the customer.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the 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 reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.
The Company is an S Corporation for federal and New York State income tax purposes. The stockholders of an S Corporation include their respective share of the corporation's income or loss in their individual income tax returns. Accordingly, the Company pays no federal and New York State income taxes on income earned and receives no income tax benefits for losses sustained. It is, however, subject to New York City income taxes.
Note 3 – Risks and Uncertainties
Uninsured Cash Balances
Substantially all amounts of cash accounts held at financial institutions are insured by the FDIC.
Note 4 – Commitments and Contingencies
The Company provides accruals for all direct costs associated with the estimated resolution of contingencies at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated.
Note 5 – Subsequent Events
On October 1, 2009 Gotham Innovation Lab Inc. (“Gotham Lab”) acquired all of the assets and business operations of the Company for 500,000 shares of Gotham Lab’s common stock at a value of $.10 per share, and for 1,500,000 options to purchase the Gotham Lab’s common stock over a three year period at a value of $.09 per share. On February 1, 2010, the Company dissolved and distributed its shares of Gotham Lab’s common stock to the Company’s shareholders. Gotham Lab maintained the Company’s d/b/a name of Gotham Photo Company.
Gotham Lab was incorporated on September 23, 2009 under the laws of the state of New York and is a wholly owned subsidiary of iGambit Inc. Gotham Lab was created to complete the acquisition of the Company.
F34
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT
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To the Board of Directors and Shareholders of:
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JEKYLL ISLAND VENTURES INC.
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I have reviewed the accompanying balance sheet and the related statement of operations,
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changes in stockholders’ equity, and cash flows of Jekyll Island Ventures, Inc. as of
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September 30, 2009. These financial statements are the responsibility
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of the Company's management.
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Except as discussed in the following paragraph, I conducted my review in accordance with the
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standards of the Public Company Accounting Oversight Board (United States). A review
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of interim financial information consists principally of applying analytical procedures
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and making inquiries of persons responsible for financial and accounting matters. It is
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substantially less in scope than an audit conducted in accordance with the standards
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of the Public Company Accounting Oversight Board, the objective of which is the expression
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of an opinion regarding the financial statements taken as a whole. Accordingly, I do not
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express such an opinion.
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Based on my review, except for the effects of the Company’s presentation of accounts receivable
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not including a reserve of $46,000, I am not aware of any material modifications that should
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be made to the accompanying interim financial statements for them to be in conformity
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with U.S. generally accepted accounting principles.
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/s/ Michael F. Albanese
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___________________________
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Michael F. Albanese, CPA
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Parsippany, NJ
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October 5, 2010
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F35
JEKYLL ISLAND VENTURES INC.
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BALANCE SHEET
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FOR THE NINE MONTHS ENDING SEPTEMBER 31, 2009
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ASSETS
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Current assets
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Cash
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$ | 4,023 | |||||||||||||||||||
Accounts receivable
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66,958 | ||||||||||||||||||||
$ | 70,981 | ||||||||||||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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Stockholders' equity
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Common stock, no par value; 200 shares
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authorized, issued and outstanding
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-- | ||||||||||||||||||||
Retained earnings
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70,981 | ||||||||||||||||||||
Total stockholders' equity
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70,981 | ||||||||||||||||||||
$ | 70,981 | ||||||||||||||||||||
JEKYLL ISLAND VENTURES INC.
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INCOME STATEMENT
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FOR THE NINE MONTHS ENDING SEPTEMBER 31, 2009
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Sales
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$ | 249,925 | |||||||||||||||||||
Cost of sales
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59,417 | ||||||||||||||||||||
Gross profit
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190,508 | ||||||||||||||||||||
Operating expenses
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|||||||||||||||||||||
General and administrative expenses
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199,619 | ||||||||||||||||||||
Loss from operations before provision for income taxes
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(9,111 | ) | |||||||||||||||||||
Provision for income taxes
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431 | ||||||||||||||||||||
Net loss
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$ | (9,542 | ) | ||||||||||||||||||
JEKYLL ISLAND VENTURES INC.
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STATEMENT OF CASH FLOWS
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FOR THE NINE MONTHS ENDING SEPTEMBER 31, 2009
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ | (9,542 | ) | ||||||||||||||||||
Adjustments to reconcile net loss to net
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cash used by operating activities
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Increase (Decrease) in cash flows as a result of
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changes in asset and liability account balances:
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Accounts receivable
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5,527 | ||||||||||||||||||||
Prepaid expenses
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563 | ||||||||||||||||||||
Accounts payable
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(23 | ) | |||||||||||||||||||
NET CASH USED BY OPERATING ACTIVITIES
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(3,475 | ) | |||||||||||||||||||
NET CASH USED BY FINANCING ACTIVITIES:
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Return of capital
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(667 | ) | |||||||||||||||||||
NET DECREASE IN CASH
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(4,142 | ) | |||||||||||||||||||
CASH - BEGINNING OF PERIOD
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8,165 | ||||||||||||||||||||
CASH - END OF PERIOD
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$ | 4,023 | |||||||||||||||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
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Cash paid during the period for:
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Income taxes
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$ | 431 | |||||||||||||||||||
F36
JEKYLL ISLAND VENTURES INC.
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STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
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FOR THE NINE MONTHS ENDING SEPTEMBER 31, 2009
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Common stock
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Retained
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||||||||||||
Shares
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Amount
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Earnings
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Totals
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||||||||||
Balances, December 31, 2008
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200
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$
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667
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$
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80,523
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$
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81,190
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Return of capital
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--
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(667)
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--
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(667)
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Net loss
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(9,542)
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(9,542)
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|||||||||||
Balances, September 30, 2009
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200
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$
|
--
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$
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70,981
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$
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70,981
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Note 1 - Organization and Basis of Presentation
The financial statements presented are those Jekyll Island Ventures Inc., (the “Company”). The Company was incorporated under the laws of the State of New York on January 7, 2005. The Company provides media technology services to the real estate community. The Company also provides website development services, sales office technology and data interchange services for many real estate firms located in New York City.
Note 2 – Summary of Significant Accounting Policies
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reporting 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 during the period. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include checking and money market accounts and any highly liquid debt instruments purchased with a maturity of three months or less.
Revenue Recognition
Revenue is recognized when services are completed and delivered to the customer.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the 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 reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.
The Company is an S Corporation for federal and New York State income tax purposes. The stockholders of an S Corporation include their respective share of the corporation's income or loss in their individual income tax returns. Accordingly, the Company pays no federal and New York State income taxes on income earned and receives no income tax benefits for losses sustained. It is, however, subject to New York City income taxes.
Note 3 – Risks and Uncertainties
Uninsured Cash Balances
Substantially all amounts of cash accounts held at financial institutions are insured by the FDIC.
Note 4 – Commitments and Contingencies
The Company provides accruals for all direct costs associated with the estimated resolution of contingencies at the earliest date at which it is deemed probable that a liability has been incurred and the amount of such liability can be reasonably estimated.
Note 5 – Subsequent Events
On October 1, 2009 Gotham Innovation Lab Inc. (“Gotham Lab”) acquired all of the assets and business operations of the Company for 500,000 shares of Gotham Lab’s common stock at a value of $.10 per share, and for 1,500,000 options to purchase the Gotham Lab’s common stock over a three year period at a value of $.09 per share. On February 1, 2010, the Company dissolved and distributed its shares of Gotham Lab’s common stock to the Company’s shareholders. Gotham Lab maintained the Company’s d/b/a name of Gotham Photo Company.
Gotham Lab was incorporated on September 23, 2009 under the laws of the state of New York and is a wholly owned subsidiary of iGambit Inc. Gotham Lab was created to complete the acquisition of the Company.
F39
F38