Attached files
| file | filename |
|---|---|
| 8-K/A - AMENDMENT TO FORM 8-K - eWELLNESS HEALTHCARE Corp | form8ka.htm |
| EX-10.3 - EXHIBIT 10.3 - eWELLNESS HEALTHCARE Corp | ex10-3.htm |
| EX-99.1 - EXHIBIT 99.1 - eWELLNESS HEALTHCARE Corp | ex99-1.htm |
| EX-99.2 - EXHIBIT 99.2 - eWELLNESS HEALTHCARE Corp | ex99-2.htm |
eWellness Healthcare Corporation
(Formerly Dignyte, Inc.)
(A Development Stage Enterprise)
Pro-Forma Condensed Consolidated Balance Sheet
March 31, 2014
(unaudited)
| eWellness | ||||||||||||||||
| Healthcare | eWellness | Pro-Forma | Pro-Forma | |||||||||||||
| Corporation | Corporation | Adjustments | Consolidated | |||||||||||||
| ASSETS | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Cash | $ | 2,100 | $ | 15,994 | $ | 80,783 | a | $ | 178,877 | |||||||
| 100,000 | b | |||||||||||||||
| (20,000 | )c | |||||||||||||||
| Restricted Cash | 80,783 | $ | - | (80,783 | )a | - | ||||||||||
| Prepaid expenses | - | 4,532 | - | 4,532 | ||||||||||||
| Total Current Assets | 82,883 | 20,526 | 80,000 | 183,409 | ||||||||||||
| Property and equipment, net | - | 3,863 | - | 3,863 | ||||||||||||
| Total Assets | $ | 82,883 | $ | 24,389 | $ | 80,000 | $ | 187,272 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Accounts payable | $ | 8,208 | $ | 38,777 | $ | - | $ | 46,985 | ||||||||
| Accounts payable - related party | 46,091 | - | - | 46,091 | ||||||||||||
| Convertible Notes Payable | - | 30,000 | 100,00 | b | 130,000 | |||||||||||
| Total current liabilities | 54,299 | 68,777 | 100,000 | 223,076 | ||||||||||||
| Total Liabilities | 54,299 | 68,777 | 100,000 | 223,076 | ||||||||||||
| Common shares subject to redemption | 81,680 | - | (81,680 | )e | - | |||||||||||
| Stockholders’ equity: | ||||||||||||||||
| Preferred stock, authorized, 10,000,000 shares, $.001 par value, 0 shares issued and outstanding | - | - | - | - | ||||||||||||
| Common stock, authorized, 100,000,000 shares, $.001 par value, 19,000,000 shares issued and outstanding | 10,000 | 9,000 | (10,000 | )d | 15,097 | |||||||||||
| (9,000 | )d | |||||||||||||||
| 14,200 | d | |||||||||||||||
| 897 | e | |||||||||||||||
| Additional paid in capital | 11,505 | 747,538 | 10,000 | d | 837,588 | |||||||||||
| 9,000 | d | |||||||||||||||
| (14,200 | )d | |||||||||||||||
| (7,038 | )d | |||||||||||||||
| 80,783 | e | |||||||||||||||
| Accumulated deficit (during development stage) | (74,601 | ) | (800,926 | ) | (20,000 | )c | (888,489 | ) | ||||||||
| 7,038 | d | |||||||||||||||
| Total Stockholders’ Equity | (53,096 | ) | (44,388 | ) | 61,680 | (35,804 | ) | |||||||||
| Total Liabilities and Stockholders’ Equity | $ | 82,883 | $ | 24,389 | $ | 80,000 | $ | 187,272 | ||||||||
eWellness Healthcare Corporation
(Formerly Digntye, Inc.)
(A Development Stage Enterprise)
Pro-Forma Condensed Consolidated Statement of Operations
For the Three Month Period Ending March 31, 2014
(unaudited)
| eWellness | ||||||||||||||||
| Healthcare | eWellness | Pro-Forma | Pro-Forma | |||||||||||||
| Corporation | Corporation | Adjustments | Consolidated | |||||||||||||
| Total Revenue | $ | - | $ | - | - | $ | - | |||||||||
| Operating expenses: | ||||||||||||||||
| Executive compensation | - | 186,000 | - | 186,000 | ||||||||||||
| General and administrative | 2,253 | 54,702 | (2,253 | ) | 54,702 | |||||||||||
| Professional fees | 7,764 | - | (7,764 | ) | - | |||||||||||
| Research and development - related party | - | 30 | - | 30 | ||||||||||||
| Total Operating Expenses | 10,017 | 240,732 | (10,017 | ) | 240,732 | |||||||||||
| Net (loss) from operations | (10,017 | ) | (240,732 | ) | 10,017 | (240,732 | ) | |||||||||
| Other income and (expense) | ||||||||||||||||
| Interest income | 21 | - | (21 | ) | - | |||||||||||
| Interest expense | - | - | - | - | ||||||||||||
| Interest expense - related party | (856 | ) | - | 856 | - | |||||||||||
| Total other income (expense) | (835 | ) | - | 835 | - | |||||||||||
| Net (loss) before income taxes | (10,852 | ) | (240,732 | ) | 10,852 | (240,732 | ) | |||||||||
| Income tax expense | - | - | - | - | ||||||||||||
| Net (loss) | $ | (10,852 | ) | $ | (240,732 | ) | $ | 10,852 | $ | (240,732 | ) | |||||
| BASIC AND DILUTED LOSS PER COMMON SHARE | $ | (0.01 | ) | $ | (0.03 | ) | $ | (0.02 | ) | |||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 10,849,100 | 9,000,000 | (4,800,000 | )e | 15,049,100 | |||||||||||
eWellness Healthcare Corporation
(Formerly Digntye, Inc.)
(A Development Stage Enterprise)
Pro-Forma Condensed Consolidated Statement of Operations
For Period Ending December 31, 2013
(unaudited)
| eWellness | ||||||||||||||||
| Healthcare | eWellness | Pro-Forma | Pro-Forma | |||||||||||||
| Corporation | Corporation | Adjustments | Consolidated | |||||||||||||
| Total Revenue | $ | - | $ | - | - | $ | - | |||||||||
| Operating expenses: | ||||||||||||||||
| Executive compensation | - | 423,000 | - | 423,000 | ||||||||||||
| General and administrative | 7,350 | 40,930 | (7,350 | ) | 40,930 | |||||||||||
| Professional fees | 16,331 | - | (16,331 | ) | - | |||||||||||
| Research and development - related party | - | 2,706 | - | 2,706 | ||||||||||||
| Total Operating Expenses | 23,681 | 466,636 | (23,681 | ) | 466,636 | |||||||||||
| Net (loss) from operations | (23,681 | ) | (466,636 | ) | 23,681 | (466,636 | ) | |||||||||
| Other income and (expense) | ||||||||||||||||
| Interest income | 32 | - | (32 | ) | - | |||||||||||
| Interest expense | (2,629 | ) | - | 2,629 | - | |||||||||||
| Interest expense - related party | (22 | ) | - | 22 | - | |||||||||||
| Total other income (expense) | (2,619 | ) | - | 2,619 | - | |||||||||||
| Net (loss) before income taxes | (26,300 | ) | (466,636 | ) | 26,300 | (466,636 | ) | |||||||||
| Income tax expense | (50 | ) | - | - | (50 | ) | ||||||||||
| Net (loss) | $ | (26,350 | ) | $ | (466,636 | ) | $ | 26,300 | $ | (466,686 | ) | |||||
| BASIC AND DILUTED LOSS PER COMMON SHARE | $ | (0.01 | ) | $ | (0.05 | ) | $ | (0.03 | ) | |||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 10,296,742 | 9,000,000 | (4,418,242 | )e | 14,878,500 | |||||||||||
eWELLNESS HEALTHCARE CORPORATION
(Formerly Dignyte, Inc.)
(A Development Stage Enterprise)
Notes to Condensed Pro Forma Financial Statements
March 31, 2014
On April 30, 2014, eWellness Healthcare Corporation (formerly Dignyte, Inc.) (the “Company”), a Nevada corporation, and eWellness Corporation (eWellness), a Nevada corporation, entered into a Share Exchange Agreement (the “Agreement”) wherein the Company agreed to issue 9,200,000 shares to the shareholders of eWellness Corporation. In addition, our former chief executive officer agreed to tender 5,000,000 shares of common stock back to the Company and also to assign from his holdings an additional 2,500,000 shares to the shareholders of eWellness Corporation resulting in a total of 11,700,000 shares owned by those shareholders. Upon completion of the transaction, eWellness will become our wholly owned subsidiary and its shareholders will own approximately 77% of the then issued and outstanding common stock of our company after giving effect to the cancellation of 5,000,000 shares of our common stock held by Andreas A. McRobbie-Johnson, our chief executive officer.
The merger of a private operating company into a non-operating public shell corporation with nominal assets is considered a capital transaction, in substance, rather than a business combination, for accounting purposes. Accordingly, we treated this transaction as a capital transaction without recording goodwill or adjusting any of its other assets or liabilities. The Company is subject to the public reporting requirements of the Securities Exchange Act of 1934, as amended.
Prior to the execution and delivery of the Agreement, the board of directors of eWellness approved the Agreement and the transactions contemplated thereby. Similarly the board of directors of the Company approved the Agreement. Upon completion of the Agreement, the current officers and director of the Company resigned and new officers and directors were appointed.
| (1) | UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
The unaudited pro forma condensed consolidated financial statements of the Company (the “pro forma financial statements”) have been prepared for illustrative purposes only and are not necessarily indicative of what the combined entities condensed consolidated financial position or results of operations actually would have been had the share purchase exchange between the Company and eWellness had been completed as of the date indicated below. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future financial position or operating results of the combined entities. Future results may vary significantly from the results reflected because of various factors.
The pro forma financial statements give effect to the share exchange as if the share exchange was already consummated. The historical financial statements have been adjusted in the pro forma financial statements to give effects to events that are (1) directly attributable to the share exchange, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the combined entities. The unaudited pro forma condensed consolidated statement of operations does not reflect any non-recurring charges directly related to the share exchange that the combined entities may incur upon completion of the share exchange. The pro forma financial statements were derived from and should be read in conjunction with the historical financial statements of the Company and eWellness.
The unaudited pro forma financial statements do not include an adjustment for Rule 419 violations. After numerous discussions with its counsel and past management, Management believes the consent received from the participants to convert the funds into the private offering constituted a constructive return of the funds and therefore does not believe a reserve is warranted or appropriate. However, litigation and enforcement actions are inherently unpredictable, the outcome of any potential lawsuit or action is subject to significant uncertainties and, therefore, determining at this time, the likelihood of a loss, any SEC enforcement action and/or the measurement of the amount of any loss is complex. Consequently, we are unable to estimate the range of reasonably possible loss. Our assessment is based on an estimate and assumption that has been deemed reasonable by management, but the assessment process relies heavily on an estimate and assumption that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change that estimate and assumption.
The unaudited pro forma condensed combined consolidated balance sheet as of March 31, 2014 reflects the merger as if it occurred on March 31, 2014 and the unaudited pro forma condensed combined consolidated statements of operations for the three months ended March 31, 2014 and the year ended December 31, 2013 reflect the merger as if it occurred on January 1, 2013.
| (2) | UNAUDITED PRO FORMA ADJUSTMENTS |
The unaudited pro forma adjustments are as follows:
| A. | The adjustment reflects the 90% of funds received by the Company that was restricted per the agreement dated September 18, 2012 to become unrestricted cash at the share purchase exchange. | |
| B. | The adjustment reflects convertible notes issued for funds received. | |
| C. | The adjustment reflects the Company’s estimated payment of professional fees and other costs of $20,000 directly attributable to the share purchase exchange. | |
| D. | The adjustment eliminates the historical stockholders’ equity and reflects the issuance of shares pursuant to the share exchange agreement | |
| E. | The adjustment reflects the transfer of the redeemable shares of the Company to regular shares of the Company. | |
| F. | The following sets forth the computation of the unaudited pro forma base and diluted loss per share as of the three months ended March 31, 2014 and year ended December 31, 2013: |
| 3 Months Ended | Year Ended | |||||||
| 3/31/2014 | 12/31/2013 | |||||||
| Pro forma basic and diluted loss per share: | ||||||||
| Numerator | ||||||||
| Net Loss | $ | (240,732 | ) | $ | (466,686 | ) | ||
| Denominator | ||||||||
| Weighted average common shares of eWellness | ||||||||
| Healthcare Corporation after the cancellation of 5,000,000 shares | 5,849,100 | 5,678,500 | ||||||
| Common shares issued per the Share Exchange Agreement | 9,200,000 | 9,200,000 | ||||||
| Pro forma basic and diluted common shares outstanding | 15,049,100 | 14,878,500 | ||||||
| Pro forma basic and diluted net loss per share | $ | (0.02 | ) | $ | (0.03 | ) | ||