Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - VYCOR MEDICAL INC | Financial_Report.xls |
| 8-K/A - 8-K/A - VYCOR MEDICAL INC | d29264-8ka.htm |
| EX-23 - EX-23 - VYCOR MEDICAL INC | d29264_exh23.htm |
| EX-99.4 - EX-99.4 - VYCOR MEDICAL INC | d29264_exh99-4.htm |
| EX-99.2 - EX-99.2 - VYCOR MEDICAL INC | d29264_exh99-2.htm |
Exhibit 99.3
SIGHT SCIENCE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2011
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Sight Science Limited
Aberdeen, Scotland
We have audited the accompanying balance sheet of Sight Science Limited as of June 30, 2011 and the related statement of operations, changes in stockholders’ deficit and cash flows for the year then ended. 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 audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 audits 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 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. We believe that our audits provide a reasonable basis for our opinion.
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 incurred a loss since inception, has a net accumulated deficit and may be unable to raise further equity. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Sight Science Limited as of June 30, 2011 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United Kingdom.
/s/ Paritz & Company, P.A.
Hackensack, New Jersey
March 20, 2012
SIGHT SCIENCE LIMTED
Balance Sheet
| June 30, 2011 | |||||
| ASSETS | |||||
| Current Assets | |||||
| Cash | £ | 13,396 | |||
| Accounts receivable, net | 1,723 | ||||
| 15,119 | |||||
| Fixed assets, net | 4,344 | ||||
| TOTAL ASSETS | £ | 19,463 | |||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||
| Current Liabilities | |||||
| Accounts payable | £ | 3,985 | |||
| Other current liabilities | 20,032 | ||||
| 24,017 | |||||
| Notes payable - long-term | 47,426 | ||||
| TOTAL LIABILITIES | 71,443 | ||||
| STOCKHOLDERS' DEFICIT | |||||
| Ordinary shares, £1.00 nominal value, 1,000,000 shares authorized, 150 shares issued and outstanding at June 30, 2011 |
150 | ||||
| Accumulated Deficit | (52,130) | ||||
| (52,130) | |||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | £ | 19,463 | |||
| See accompanying notes to financial statements | |||||
SIGHT SCIENCE LIMITED
Statement of Operations
| For the year ended | |||
| June 30, 2011 | |||
| Revenue | £ | 61,868 | |
| Cost of Goods Sold | 3,092 | ||
| Gross Profit | 58,776 | ||
| Operating expenses: | |||
| Depreciation and Amortization | 496 | ||
| General and administrative | 70,197 | ||
| Total Operating expenses | 70,693 | ||
| Operating loss | (11,917) | ||
| Other income (expense) | (125) | ||
| Net Loss Before Taxes | (12,042) | ||
| Taxes | - | ||
| Net Loss | £ | (12,042) | |
| Loss Per Share | |||
| Basic and diluted | £ | (80) | |
| Weighted Average Number of Shares Outstanding | 150 |
See accompanying notes to financial statements
SIGHT SCIENCE LIMTED
Statement of Changes in Shareholders’ Deficit
| Ordinary Shares | Accumulated | |||||||||||
| Shares | Value | Deficit | Total | |||||||||
| Ordinary share issuance at incorporation of the Company, November 15 2006 | 150 | £ | 150 | £ | 150 | |||||||
| Net loss for period ended June 30, 2010 | (40,088) | (40,088) | ||||||||||
| Balance at June 30, 2010 | 150 | £ | 150 | £ | (40,088) | £ | (39,938) | |||||
| Net loss for the twelve months ended June 30, 2011 | (12,042) | (12,042) | ||||||||||
| Balance at June 30, 2011 | 150 | £ | 150 | £ | (52,130) | £ | (51,980) | |||||
See accompanying notes to financial statements
SIGHT SCIENCE LIMITED
Statement of Cash Flows
| For the year ended June 30 | |||
| 2011 | |||
| Cash flows from operating activities: | |||
| Net loss | £ | (12,042) | |
| Adjustments to reconcile net loss to cash | |||
| used in operating activities: | |||
| Depreciation of fixed assets | 2,013 | ||
| Net loss as adjusted for non-cash items | (10.029) | ||
| Changes in assets and liabilities: | |||
| Accounts receivable | 60 | ||
| Accounts payable | (5,952) | ||
| Other current liabilities | 631 | ||
| Cash used in operating activities | (15,290) | ||
| Cash flows provided by / (used in) investing activities: | |||
| Purchase of fixed assets | (1,275) | ||
| Cash provided by / (used in) investing activities | (1,275) | ||
| Net increase (decrease) in cash | (16,565) | ||
| Cash at beginning of period | 29,961 | ||
| Cash at end of period | £ | 13,396 | |
See accompanying notes to financial statements
SIGHT SCIENCE LIMITED
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011
1. FORMATION AND BUSINESS OF THE COMPANY
Business Description
Sight Science Limited (“Sight Science” or the “Company”), was incorporated in Aberdeen, Scotland, UK on November 15, 2006 and commenced trading on July 1, 2009.
The Company develops, markets and supports vision restoration therapy software and related devices. The Company provides Neuro-Eye Therarpy (NeET). Patients enter into individual contracts for this therapy. Patients eligible for the Company’s vision therapy have partial vision loss typically resulting from a stroke or traumatic brain injury.
2. GOING CONCERN
The Company’s financial statements have been presented on a basis that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and assumes the Company will continue as a going concern. The Company has incurred losses since its inception, including a net loss of £12,042 for the year ended June 30, 2011, and the Company expects to continue to incur substantial additional losses in the future, including development and marketing costs. The Company has generated negative cash flows from operations since inception. As of June 30, 2011 the Company had a shareholders’ deficit of £51,980 and cash and cash equivalents of £13,396. The Company believes it will not have enough cash to meet its various cash needs unless the Company is able to obtain additional cash from the issuance of debt or equity securities. There is no assurance that additional funds from the issuance of equity will be available for the Company to finance its operations on acceptable terms, or at all. If adequate funds are not available, the Company may have to delay development or marketing of its therapies, or cease operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
3. ACCOUNTING POLICIES
Accounting Convention
These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and in accordance with the special provisions of Part 15 of the UK Companies Act 2006 related to small companies and with the Financial Reporting Standards for Smaller Entities (effective April 2008).
Recent Accounting Pronouncements
From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and
reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.
Uses of estimates in the preparation of financial statements
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimated. To the extent management’s estimates prove to be incorrect, financial results for future periods may be adversely affected. Significant estimates and assumptions contained in the accompanying consolidated financial statements include management’s estimate of the allowance for uncollectible accounts receivable and the completion by patients of paid-for therapies.
Revenue Recognition
Sight Science generates revenues from the provision of therapy services and other sources such as government grants, excluding value added tax. Therapy services revenues represent fees from the Company’s NeET vision restoration therapy software which is provided direct to patients. Sight Science recognizes revenue for providing the vision restoration therapy as the Company’s work effort is expended. The typical vision restoration therapy consists of six months of therapy, with a proportion of patients then going on to perform an additional period of therapy. A patient contract comprise set-up fees and monthly therapy fees. Set-up fees are recognized at the outset of the contract and therapy revenue is recognized ratably over the therapy period. Patient therapy is restricted to being completed by a patient within a specified time frame.
Research grants and other subsidies represent revenue from Scottish Enterprise agencies to cover certain smaller company cost. The Company recognizes grant revenue when services or costs have been incurred.
Deferred revenue results from patients paying for the therapy in advance of receiving the therapy.
Research and Development
The Company expenses all research and development costs as incurred. For year ended June 30, 2011 the amounts charged to research and development expenses was £nil.
Educational marketing and advertising expenses
The Company may incur costs for the education of customers on the uses and benefits of its products. The Company will include education, marketing and advertising expense as a component of selling, general and administrative costs as such costs are incurred.
Hire purchase and leasing commitments
Rentals paid under operating leases are charged to the income statement on a straight line basis over the period of the lease.
Property and equipment
The Company records property and equipment at cost and calculates depreciation using the straight-line method over the estimated useful life of the assets, which is estimated to be four years. Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized.
Income taxes
The Company accounts for income taxes in accordance with the current authoritative guidance. Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that
will be in effect when the differences are expected to reverse. Valuation allowances are established, when it is more likely than not that such benefit will not be realized.
Net Loss Per Share
Basic net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. There are no other potential ordinary shares, for example from the exercise of share options or the conversion of debt, that were outstanding during the period.
4. OPERATING LOSS
The operating loss is after charging:
| Year ended June 30, 2011 | |
| Depreciation – owned assets | £2,013 |
| Directors’ remuneration and other benefits | £8,000 |
5. PROPERTY AND EQUIPMENT
As of June 30, 2011, Property and Equipment and the estimated lives used in the computation of depreciation is as follows:
| June 30, | ||
| Estimated Useful lives | 2011 | |
| Machinery and equipment | 4 years | £1,983 |
| Therapy Devices | 4 years | 6,068 |
| 8,051 | ||
| Less: Accumulated depreciation and amortization | (3,707) | |
| Property and Equipment, net | £4,344 |
6. CURRENT LIABILITIES
As of June 30, 2011 Current Liabilities consisted of:
| June 30, | |
| 2011 | |
| Accounts payable – trade creditors | £3,985 |
| Credit card | 267 |
| Taxation and Social Security | 182 |
| Accrued Directors’ fees | 8,000 |
| Deferred Revenue | 10,000 |
| Other Accrued liabilities | 1,583 |
| Total Other Liabilities | 20,032 |
|
Total Current Liabilities |
£24,017 |
7. NOTES PAYABLE – LONG TERM
As of June 30, 2011 Notes Payable – Long term consisted of an interest free loan of £47,426 from the University of Aberdeen to the Company dated July 7, 2009 and with a maturity date of July 6, 2014.
8. INCOME TAXES
The Company has incurred losses since inception and no liability to UK corporation tax arose for the year ended June 30, 2011.
9. COMMITMENTS AND CONTINGENCIES
Lease
The Company executed a lease agreement for administrative office space on the University of Aberdeen’s premises. The lease is for one year to May 8, 2012 at a rental of £2,000 per annum.
Sponsorship of the Stroke Association
In February 2011 the Company entered into an agreement to sponsor the production of the Visual Problems After Stroke factsheet which is distributed by the Stroke Association to individuals who register in the UK. The amount of sponsorship is £2,650
10. RELATED PARTY TRANSACTIONS
The Company entered into a secondment agreement in July, 2009 with the University of Aberdeen, for the services of Prof. Arash Sahraie at a cost of approximately £7500 per annum
11. SUBSEQUENT EVENTS
On January 3, 2012 the Notes Payable – Long term, together with certain other payables due to the University of Aberdeen, were converted into 16 new ordinary shares of the Company.
On January 4, 2012 the shareholders of Sight Science entered into various agreements for the sale of all the shares of the Company to NovaVision, Inc. (“NovaVision”), a subsidiary of Vycor Medical, Inc. (“Vycor”), for a total consideration of £384,768. NovaVision agreed to pay the Sight Science shareholders £200,000 cash, of which £100,000 was paid at the Closing on January 4, 2012 and an additional £100,000 cash to be paid to the Sight Science shareholders on the one-year anniversary of the Closing. In addition, the Sight Science shareholders received at Closing further consideration in the form of 14,350,000 Vycor restricted shares, which are the subject of lock-up agreements between the Parties, and which at Closing were valued at £184,768.