Attached files

file filename
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
 
 
 
 To the Board of Directors and Shareholders of:
 JEKYLL ISLAND VENTURES INC.
 
 
 I have audited the accompanying balance sheet of Jekyll Island Ventures, Inc. as of
 December 31, 2008 and the related statement of income, changes in stockholders’ equity,
 and cash flows for the year then ended.  These financial statements are the responsibility
 of the Company's management.  My responsibility is to express an opinion on these
 financial statements based on my audit.
 
 I conducted my audit in accordance with standards of the Public Company Accounting Oversight
 Board (United States).  Those standards require that I plan and perform the audit to obtain
 reasonable assurance about whether the financial statements are free of material misstatement.
 An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
 in the financial statements.  An audit also includes assessing the accounting principles
 used and significant estimates made by management, as well as evaluating the overall
 financial statement presentation.  I believe that my audit provides a reasonable basis for
 my opinion.
 
 In my opinion, the financial statements referred to above present fairly, in all
 material respects, the financial position of Jekyll Island Ventures, Inc.  as of
 December 31, 2008, and the results of its operations and cash flows for the year then
 ended in conformity with U.S. generally accepted accounting principles.
 
 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 Company’s internal
 control over financial reporting.  Accordingly, we express no such opinion.
 
 
 
 
/s/ Michael F. Albanese
 ___________________________
 Michael F. Albanese, CPA
 Parsippany, NJ
 
  October 5, 2010

 
 
                                                          F30

 
JEKYLL ISLAND VENTURES INC.
     
BALANCE SHEET
 
DECEMBER 31, 2008
 
       
ASSETS
 
       
Current assets
     
    Cash
  $ 8,165  
    Accounts receivable
    72,485  
    Prepaid expenses
    563  
         
         
    $ 81,213  
         
LIABILITIES AND STOCKHOLDERS' EQUITY
 
         
Current liabilities
       
    Accounts payable
  $ 23  
         
         
Stockholders' equity
       
    Common stock, no par value; 200 shares
       
         authorized, issued and outstanding
    667  
    Retained earnings
    80,523  
         
Total stockholders' equity
    81,190  
         
    $ 81,213  
         
 

 
 
 
F31
 
JEKYLL ISLAND VENTURES INC.
INCOME STATEMENT
DECEMBER 31, 2008
     
 

 
Sales
  $ 359,590    
                 
Cost of sales
     77,700            
                   
Gross profit
     281,890            
                   
Operating expenses
                 
    General and administrative expenses
     259,730            
                   
Income from operations before provision for income taxes
     22,160            
                   
Provision for income taxes
     400            
                   
Net income
  $ 21,760    
                   
                   
 

 

 
 
F32

 

JEKYLL ISLAND VENTURES INC.
   
STATEMENT OF CASH FLOWS
   
DECEMBER 31, 2008
   
         
CASH FLOWS FROM OPERATING ACTIVITIES:
   
    Net income
  $ 21,760  
    Adjustments to reconcile net income to net
         
         cash used by operating activities
         
         Increase (Decrease) in cash flows as a result of
         
         changes in asset and liability account balances:
         
            Accounts receivable
    (21,348 )
            Prepaid expenses
    (563 )
            Accounts payable
    (186 )
           
              NET CASH USED BY OPERATING ACTIVITIES
    (337 )
           
NET DECREASE IN CASH
    (337 )
           
CASH - BEGINNING OF YEAR
    8,502  
           
CASH - END OF YEAR
  $ 8,165  
           
           
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
         
    Cash paid during the year for:
         
      Income taxes
  $ 400  
           


JEKYLL ISLAND VENTURES INC.
 
F33

 
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
DECEMBER 31, 2008

   
Common stock
   
Retained
       
   
Shares
   
Amount
   
Earnings
   
Totals
 
                         
Balances, December 31, 2007
    200     $ 667     $ 58,763     $ 59,430  
                                 
    Net income
                    21,760       21,760  
                                 
Balances, December 31, 2008
    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
 
 
 
 To the Board of Directors and Shareholders of:
 JEKYLL ISLAND VENTURES INC.
 
 
 I have reviewed the accompanying balance sheet and the related statement of operations,
 changes in stockholders’ equity, and cash flows of Jekyll Island Ventures, Inc. as of
 September 30, 2009.  These financial statements are the responsibility
 of the Company's management.
 
 Except as discussed in the following paragraph, I conducted my review in accordance with the
 standards of the Public Company Accounting Oversight Board (United States).   A review
 of interim financial information consists principally of applying analytical procedures
 and making inquiries of persons responsible for financial and accounting matters.  It is
 substantially less in scope than an audit conducted in accordance with the standards
 of the Public Company Accounting Oversight Board, the objective of which is the expression
 of an opinion regarding the financial statements taken as a whole.   Accordingly, I do not
 express such an opinion.
 
 Based on my review, except for the effects of the Company’s presentation of accounts receivable
 not including a reserve of $46,000, I am not aware of any material modifications that should
 be made to the accompanying interim financial statements for them to be in conformity
 with U.S. generally accepted accounting principles.
 
 
 
/s/ Michael F. Albanese
 ___________________________
 Michael F. Albanese, CPA
 Parsippany, NJ
 
  October 5, 2010


 
 
F35

 

 

 
JEKYLL ISLAND VENTURES INC.
     
BALANCE SHEET
     
FOR THE NINE MONTHS ENDING SEPTEMBER 31, 2009
 
     
ASSETS
         
Current assets
                 
    Cash
  $ 4,023                      
    Accounts receivable
    66,958                      
                   
    $ 70,981                      
                   
LIABILITIES AND STOCKHOLDERS' EQUITY
         
                   
Stockholders' equity
                 
    Common stock, no par value; 200 shares
                 
         authorized, issued and outstanding
    --                      
    Retained earnings
    70,981                      
                   
Total stockholders' equity
    70,981                      
                   
    $ 70,981                      
JEKYLL ISLAND VENTURES INC.
   
INCOME STATEMENT
   
FOR THE NINE MONTHS ENDING SEPTEMBER 31, 2009
   
Sales
    $ 249,925        
         
Cost of sales
      59,417        
         
Gross profit
      190,508        
         
Operating expenses
       
General and administrative expenses
      199,619        
         
Loss from operations before provision for income taxes
      (9,111 )      
         
Provision for income taxes
      431        
         
Net loss
    $ (9,542 )      
 
 
JEKYLL ISLAND VENTURES INC.
   
STATEMENT OF CASH FLOWS
   
FOR THE NINE MONTHS ENDING SEPTEMBER 31, 2009
   
           
CASH FLOWS FROM OPERATING ACTIVITIES:
         
Net loss
    $ (9,542 )
Adjustments to reconcile net loss to net
               
cash used by operating activities
               
Increase (Decrease) in cash flows as a result of
               
changes in asset and liability account balances:
               
Accounts receivable
                5,527  
Prepaid expenses
                563  
Accounts payable
                (23 )
                 
                 
NET CASH USED BY OPERATING ACTIVITIES
                (3,475 )
                 
NET CASH USED BY FINANCING ACTIVITIES:
               
Return of capital
                (667 )
                 
NET DECREASE IN CASH
                (4,142 )
                 
CASH - BEGINNING OF PERIOD
                8,165  
                 
CASH - END OF PERIOD
    $ 4,023  
                 
                 
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
               
Cash paid during the period for:
               
Income taxes
    $ 431  
                 
 

 

 
 
F36

 

 

 
 
JEKYLL ISLAND VENTURES INC.
         
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
         
FOR THE NINE MONTHS ENDING SEPTEMBER 31, 2009
         
             
 
Common stock
   
Retained
       
 
Shares
   
Amount
   
Earnings
   
Totals
 
                       
Balances, December 31, 2008
200
 
$
667
 
$
80,523
 
$
81,190
 
                       
    Return of capital
--
   
(667)
   
--
   
(667)
 
                       
    Net loss
           
(9,542)
   
(9,542)
 
                       
Balances, September 30, 2009
200
 
$
--
 
$
70,981
 
$
70,981
 
                       


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