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8-K/A - 8-K/A - Born, Inc.techs092111_8kz.htm
EX-99.1 - EXHIBIT 99.1 - Born, Inc.techs8ka092111_ex99z1.htm
EX-99.3 - EXHIBIT 99.3 - Born, Inc.techs8ka092111_ex99z3.htm
EX-99.2 - EXHIBIT 99.2 - Born, Inc.techs8ka092111_ex99z2.htm

Exhibit 99.4



TECHS LOANSTAR, INC

BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

Techs Loanstar, Inc

Quture, Inc.

 

Pro forma

 

 

 

 

 

Historical

 

Historical

 

Adjustments

 

 

Balance

 

 

July 31, 2011

 

July 31, 2011

 

July 31, 2011

 

 

July 31, 2011

 

 

(Unaudited)

 

 

 

(Unaudited)

 

 

(Unaudited)

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

    Cash

$

4,161

$

5,883

$

-

 

$

10,044

    Prepaid assets

 

28,499

 

-

 

-

 

 

28,499

   Deferred financing costs

 

2,756

 

-

 

-

 

 

2,756

        Total current assets

 

35,416

 

5,883

 

-

 

 

41,299

 

 

 

 

 

 

 

 

 

 

Total assets

$

35,416

$

5,883

$

-

 

$

41,299

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

  Accounts payable and accrued expenses

$

109,937

$

1,944

$

-

 

$

111,881

  Accounts payable and accrued expenses, related parties

 

747,173

 

112,392

 

-

 

 

859,565

  Notes payable

 

3,700

 

100,000

 

-

 

 

103,700

  Notes payable, related parties

 

106,679

 

160,448

 

-

 

 

267,127

  Convertible notes, net of discount

 

155,297

 

-

 

-

 

 

155,297

  Derivative Liability

 

216,667

 

-

 

-

 

 

216,667

Total Liabilities

 

1,339,453

 

374,784

 

-

 

 

1,714,237

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS'  DEFICIT

 

 

 

 

 

 

 

 

 

  Common stock, par value $0.001

 

342,097

 

25,000

 

1,913,542

A

 

2,280,639

  Additional paid in capital

 

1,699,967

 

2,983,000

 

(5,259,643)

A

 

(576,676)

  Deficit accumulated during the development stage

 

(3,346,101)

 

(3,376,901)

 

3,346,101

A

 

(3,376,901)

 

 

 

 

 

 

 

 

 

 

Total Stockholders' Deficit

 

(1,304,037)

 

(368,901)

 

-

 

 

(1,672,938)

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficit

$

35,416

$

5,883

$

-

 

$

41,299





1




TECHS LOANSTAR, INC

STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Historical

 

Historical

 

 

 

 

 

 

TECHS LOANSTAR,

INC

 

Q3,

LLC

 

Pro forma

 

 

 

 

For the year ended

 

For the year ended

 

Adjustments

 

Pro Forma

 

 

April 30, 2011

 

April 30, 2011

 

April 30, 2011

 

April 30, 2011

 

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

REVENUE

$

-

$

19,900

$

-

$

19,900

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

  Salaries

 

240,000

 

40,000

 

(180,000)

B

100,000

  Stock compensation

 

122,500

 

-

 

-

 

122,500

  Software development

 

-

 

66,514

 

-

 

66,514

  Impairment of  license

 

-

 

-

 

-

 

-

  Office and general

 

21,267

 

20,755

 

-

 

42,022

  Professional fees & consultants

 

312,327

 

7,900

 

-

 

320,227

Total Operating Expenses

 

696,094

 

135,169

 

(180,000)

 

651,263

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

(696,094)

 

(115,269)

 

180,000

 

(631,363)

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES):

 

 

 

 

 

 

 

 

  Interest expense

 

(88,436)

 

-

 

-

 

(88,436)

  Interest expense, related parties

 

(5,376)

 

-

 

-

 

(5,376)

  Change in derivative liability

 

(40,455)

 

-

 

-

 

(40,455)

  Gain on debt settlement

 

-

 

-

 

-

 

-

  Loss of deposit

 

-

 

-

 

-

 

-

 Total Other Income (Expenses)

 

(134,267)

 

-

 

-

 

(134,267)

 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES

 

(830,361)

 

(115,269)

 

180,000

 

(765,630)

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAX

 

-

 

-

 

-

 

-

NET LOSS

$

(830,361)

$

(115,269)

$

180,000

$

(765,630)

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per common

    share

$

(0.01)

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average

    common shares outstanding

 

122,528,163

 

25,000,000

 

2,133,110,790

C

2,280,638,953

 

 

 

 

 

 

 

 

 





2




TECHS LOANSTAR, INC

STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Historical

 

Historical

 

Historical

 

 

 

 

 

 

TECHS

 

 

 

 

 

 

 

 

 

 

LOANSTAR,

INC

For the

 

QUTURE,

INC

 

Q3,LLC

For the

 

 

 

 

 

 

three months

 

For the

 

two month

 

Pro forma

 

 

 

 

ended

 

month ended

 

ended

 

Adjustments

 

Pro Forma

 

 

July 31, 2011

 

July 31, 2011

 

June 30, 2011

 

July 31, 2011

 

July 31, 2011

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

REVENUE

$

-

$

26,000

$

10,000

 

-

$

36,000

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

  Salaries

 

60,000

 

10,000

 

20,000

 

(45,000)

B

45,000

  Stock compensation

 

-

 

-

 

-

 

-

 

-

  Software development

 

-

 

15,552

 

33,126

 

-

 

48,678

  Impairment of  license

 

-

 

-

 

-

 

-

 

-

  Office and general

 

5,080

 

4,149

 

16,845

 

-

 

26,074

  Professional fees & consultants

 

91,179

 

6,500

 

6,500

 

-

 

104,179

Total Operating Expenses

 

156,259

 

36,201

 

76,471

 

(45,000)

 

223,931

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

(156,259)

 

(10,201)

 

(66,471)

 

45,000

 

(187,931)

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES):

 

 

 

 

 

 

 

 

 

 

  Interest expense

 

(23,948)

 

(833)

 

(1,111)

 

-

 

(25,892)

  Interest expense, related parties

 

(2,011)

 

-

 

-

 

-

 

(2,011)

  Change in derivative liability

 

(151,667)

 

-

 

-

 

-

 

(151,667)

  Gain on debt settlement

 

19,337

 

-

 

-

 

-

 

19,337

  Loss of deposit

 

-

 

-

 

-

 

-

 

-

 Total Other Income (Expenses)

 

(158,289)

 

(833)

 

(1,111)

 

-

 

(160,233)

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES

 

(314,548)

 

(11,034)

 

(67,582)

 

45,000

 

(348,164)

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAX

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(314,548)

$

(11,034)

$

(67,582)

 

45,000

$

(348,164)

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per common share

$

(0.01)

$

(0.01)

 

 

 

 

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average common shares outstanding

 

303,529,921

 

25,000,000

 

 

 

1,952,109,032

C

2,280,638,953

 

 

 

 

 

 

 

 

 

 

 




3




Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements

 

1. Description of the Acquisition and Basis of Presentation

 

On August 9, 2011, Techs Loanstar, Inc. (“TCLN” or the “Company”) entered into the First Amendment Share Exchange Agreement with Quture, Inc. (“Quture”) and the stockholders of Quture (the “Quture Stockholders”) (the “Share Exchange Agreement”).  Quture, a Nevada Corporation was formed on April 26, 2011. Pursuant to the Share Exchange Agreement, on August12, 2011, the sole Stockholder of Quture transferred 100% of the outstanding shares of common stock of Quture held by them, in exchange for 1,938,543,110 shares of TCLN common stock. On August 9 there was an initial issuance of 400,000,000 shares of TCLN common stock.  Subsequent to the Share Exchange Agreement a majority of the Registrant’s shareholders voted to amend the Registrant’s Articles of Incorporation to increase the number of its authorized shares of capital stock from 900,000,000 shares to 2,510,000,000 shares of capital stock, of which 2,500,000,000 are shares of $0.001 par value common stock and 10,000,000 par value $0.001 blank check preferred shares (the “Amendment”).  Upon the effectiveness of the Amendment, the Company issued 1,438,543,110 shares of common stock to the sole Quture shareholder. The shares of our Common Stock acquired by the Quture Stockholder in such transactions constitute approximately 85% of our issued and outstanding Common Stock on a fully-diluted basis giving effect to the Share Exchange Agreement.

 

The acquisition was accounted for as a recapitalization effected by a share exchange. Quture is considered the acquirer for accounting and financial reporting purposes.  The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized. 

 

The Acquisition was accounted for as a reverse merger, whereby Quture was the continuing entity for financial reporting purposes and was deemed, for accounting purposes, to be the acquirer of Techs Loanstar. In accordance with the applicable accounting guidance for accounting for a business combination as a reverse merger, Quture is deemed to have undergone a recapitalization, whereby it is deemed to have issued equity to TCLN’s common equity holders. Accordingly, although the Company, as the parent, legally acquired Quture, in accordance with the applicable accounting guidance for accounting for a business combination as a reverse merger, Quture’s assets and liabilities will be recorded at their historical carrying amounts, with no goodwill or other intangible assets recorded as a result of the accounting merger of Quture with Techs Loanstar.  The effects of recording the accounting for the reverse merger (which occurred on August 9, 2011) are not reflected in Techs Loanstar Inc.’s condensed financial statements as of July 31, 2011 but the pro forma effects as of that date are discussed below.

 

The organizational history of Quture is described in Quture’s audited financial statements as of July 31, 2011, found as exhibit 99.1 in this Form 8-K/A.


Basis of Presentation

 

Certain disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted as permitted by SEC rules and regulations.

 

These pro forma unaudited condensed consolidated financial statements are not necessarily indicative of the results of operations that would have been achieved had the transaction actually taken place at the dates indicated and do not purport to be indicative of future position or operating results.

 

The unaudited pro forma condensed consolidated balance sheet was prepared combining the historical balance sheet of Quture at July 31, 2011 and the historical balance sheet of TCLN at July 31, 2011, as described above.  

 

Effective July 1, 2011 the Quture merged with Q3, LLC (“Q3”), a Florida Limited Liability Company, whereby Quture was the legal acquirer and Q3 is the accounting acquirer.  Accordingly, the Company is presenting the historical financial results of Q3 prior to July 1, 2011 as part of the pro forma condensed consolidated statements of operations for the year ended April 30, 2011. For the three months ended July 31, 2011 the pro forma condensed consolidated statement of operation includes May and June of Q3, with the results of Quture and TCLN for the three months ended July 31, 2011.

 




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2.  Pro Forma Adjustments and Assumptions


The accompanying unaudited pro forma consolidated financial information gives effect to the Share Exchange as if it had occurred at an earlier date, and has been prepared for illustrative purposes only and is not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had Quture and TCLN been a combined company during the specified periods.  The unaudited pro forma consolidated balance sheet set forth below represents the combined financial position of Quture and TCLN as of July 31, 2011, as if the reverse acquisition occurred on July 31, 2011.  The unaudited pro forma consolidated statements of operations set forth below represent the combined results of operations of Quture and Techs Loanstar, as if the reverse acquisition occurred on the first day of the periods presented therein, and also includes the results of Q3 for the year ended April 30, 2011 and for May and June 2011 for three months ended July 31, 2011.


The pro forma adjustments were based on the preliminary information available at the time of the preparation of the unaudited pro forma consolidated financial information. The unaudited pro forma consolidated financial information, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the historical consolidated financial statements found as exhibit 99.2 in this Form 8-K/A.

 

  

A.

Reflects the pro forma adjustments to record the elimination of Techs Loanstar’s historical equity and the assumption of its net liabilities by Quture.

 

 

 

 

B.

To eliminate the duplication of CEO salary of $10,000 per month and reduce CFO salary from $10,000 per month to $5,000 per month.

 

 

 

 

C.

We compute net income per share in accordance with FASB ASC 260, Earnings per Share. Under the provisions of FASB ASC 260, basic net income per share is computed by dividing net income attributable to common shareholders by the weighted average number of shares of common stock outstanding during the period. The 1,938,543,110 shares issued to the shareholder of Quture as a result of the reverse merger together with the existing 342,095,843 outstanding shares of the company that remained outstanding after the re-capitalization are assumed to have been outstanding since the beginning of the earliest period presented (May 1, 2011), resulting in 2,280,638,953 shares being outstanding for purposes of basic net income per share.




5