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| CXM > SEC Filings for CXM > Form 8-K/A on 11-Dec-2012 | All Recent SEC Filings |
11-Dec-2012
Financial Statements and Exhibits
(a) Financial statements of business acquired.
• Report of Independent Registered Public Accounting Firm.
• Balance Sheets as of December 31, 2011 and June 30, 2012 (unaudited).
• Statements of Operations for the year ended December 31, 2011 and for the six months ended June 30, 2011 and June 30, 2012 (unaudited).
• Statements of Stockholders' Equity (Deficit) for the year ended December 31, 2011 and for the six months ended June 30, 2012 (unaudited).
• Statements of Cash Flows for the year ended December 31, 2011 and for the six months ended June 30, 2011 and June 30, 2012 (unaudited).
• Notes to Financial Statements.
(b) Pro forma financial information.
• Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2012.
• Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2011.
• Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2012.
• Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
On September 28, 2012 Cardium, through its subsidiary, acquired substantially all of the assets business and product portfolio of To Go Brands, Inc., a Nevada corporation. Following the acquisition To Go Brands, Inc. changed its name to TGB Holdings, Inc. The following financial statements are those of TGB Holdings, Inc., (formerly known as To Go Brands, Inc. prior to the acquisition) They are not the financial statements of Cardium's wholly-owned subsidiary, (which changed its name to To Go Brands, Inc., a Delaware corporation, following the acquisition).
TO GO BRANDS, INC.
CONTENTS
Report of Independent Registered Public Accounting Firm 1
Financial Statements
Balance Sheets 2
Statements of Operations 3
Statement of Changes in Stockholders' Equity 4
Statements of Cash Flows 5
Notes to Financial Statements 6-20
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To the
Board of Directors and Shareholders
To Go Brands, Inc.
We have audited the accompanying balance sheet of To Go Brands, Inc. (the "Company") as of December 31, 2011 and the related statements of operations, changes in stockholders' equity 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 audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 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 effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of To Go Brands, Inc. as of December 31, 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 States of America.
As described in Note 2 to the financial statements, the Company sold substantially all of its net assets and business operations to Cardium Therapeutics, Inc., a publicly traded company, pursuant to an Asset Purchase Agreement dated September 28, 2012. As a result of the above sale, the Company has become an inactive entity with no operations, which exists for the sole purpose of winding down its affairs for the benefit of its stockholders. Management's intentions with regard to the Company's future and the winding down of its affairs are also discussed in Note 2 to the financial statements.
/s/ Marcum, LLP
Marcum, LLP
New York, NY
December 10, 2012
TO GO BRANDS, INC.
BALANCE SHEETS
December 31, June 30,
2011 2012
(Unaudited)
Assets
Current Assets
Cash $ 293,261 $ 246,724
Accounts receivable, net 307,840 143,462
Note receivable - sale of trademark 30,000 -
Inventories, net 522,428 487,348
Prepaid expenses and other current assets 157,910 52,941
Total Current Assets 1,311,439 930,475
Property and Equipment, Net 111,746 64,131
Other Assets 24,158 33,628
Total Assets $ 1,447,343 $ 1,028,234
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable $ 272,720 $ 124,853
Accrued expenses 113,511 121,412
Deferred revenue 46,106 4,715
Total Current Liabilities 432,337 250,980
Deferred Rent 27,725 -
Total Liabilities 460,062 250,980
Commitments and Contingencies
Stockholders' Equity:
Convertible Preferred stock, $0.001 par value;
10,000,000 shares authorized and 310,167 issued and
outstanding at December 31, 2011 and June 30, 2012,
respectively (aggregate liquidation preference of
$930,500) 310 310
Common stock, $0.001 par value; 40,000,000 shares
authorized and 7,603,126 and 7,686,459 issued and
outstanding at December 31, 2011 and June 30, 2012,
respectively 7,603 7,686
Additional paid-in capital 12,628,198 12,635,369
Accumulated deficit (11,648,830 ) (11,866,111 )
Total Stockholders' Equity 987,281 777,254
Total Liabilities and Stockholders' Equity $ 1,447,343 $ 1,028,234
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The common stock shares authorized, issued and outstanding have been adjusted to reflect a 3 to 1 reverse split, effectuated in March 2012.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF OPERATIONS
For the Year
Ended For the Six-Month
December 31, Periods Ended June 30
2011 2012 2011
(Unaudited)
Net Sales $ 4,539,545 $ 1,605,858 $ 2,225,587
Cost of Sales 2,343,945 847,176 1,055,831
Gross Profit 2,195,600 758,682 1,169,756
Operating Expenses
General and administrative 704,267 314,077 346,706
Selling and marketing 1,725,076 652,346 895,952
Research and development 68,831 39,540 28,406
Total Operating Expenses 2,498,174 1,005,963 1,271,064
Loss from Operations (302,574 ) (247,281 ) (101,308 )
Other Income (Expense):
Sale of trademark - 30,000 -
Total Other Income - 30,000 -
Net Loss $ (302,574 ) $ (217,281 ) $ (101,308 )
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The accompanying notes are an integral part of these financial statements.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Series A Additional
Preferred Stock Common Stock Paid-In Accumulated
Shares Amount Shares Amount Capital Deficit Total
Balance - January 1, 2011 310,167 $ 310 2,154,421 $ 2,155 $ 12,020,123 $ (11,346,256 ) $ 676,332
-
Issuances of common stock in
private placement - - 4,333,333 4,333 575,729 - 580,062
Issuances of common stock upon
exercise of warrants - - 1,115,372 1,115 32,346 - 33,461
Net loss - - - - - (302,574 ) (302,574 )
Balance - December 31, 2011 310,167 310 7,603,126 7,603 12,628,198 (11,648,830 ) 987,281
-
Issuances of common stock in
private placement - - 83,333 83 7,171 - 7,254
Net loss - - - - - (217,281 ) (217,281 )
Balance - June 30, 2012
(Unaudited) 310,167 $ 310 7,686,459 $ 7,686 $ 12,635,369 $ (11,866,111 ) $ 777,254
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The common stock shares authorized, issued and outstanding have been adjusted to reflect a 3 to 1 reverse split, effectuated in March 2012.
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF CASH FLOWS
For the Year
Ended For the Six-Month
December 31, Periods Ended June 30,
2011 2012 2011
(Unaudited)
Reconciliation of net loss to net cash used in
operating activities:
Net loss $ (302,574 ) $ (217,281 ) $ (101,308 )
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 114,821 52,721 59,571
Change in reserve for product returns (84,915 ) (10,000 ) (46,915 )
Change in reserve for inventory returns 113,482 4,122 (13,377 )
Gain on forgiveness of payables (141,810 ) - (110,016 )
Change in operating assets and liabilities:
Accounts receivable 256,195 174,379 37,223
Notes receivable (30,000 ) - (30,000 )
Inventories 345,037 30,958 352,771
Prepaid expenses and other current assets (102,090 ) 104,968 7,252
Other assets 26,161 (9,469 ) 23,848
Accounts payable (424,189 ) (147,867 ) (289,311 )
Accrued expenses (87,627 ) 7,900 (137,872 )
Deferred revenue 21,550 (41,390 ) 66,301
Deferred rent (55,449 ) (27,725 ) (27,725 )
Net Cash Used in Operating Activities (351,408 ) (78,684 ) (209,558 )
Cash Flows from Investing Activities
Proceeds from note receivable - sale of
trademark - 30,000 -
Purchases of property and equipment 1,588 (5,107 ) -
Net Cash Provided by Investing Activities 1,588 24,893 -
Cash Provided by Financing Activities
Proceeds from issuances of common stock, net of
issuance costs 613,523 7,254 658,523
Net Increase (Decrease) in Cash 263,703 (46,537 ) 448,965
Cash - Beginning of period 29,558 293,261 29,558
Cash - End of period $ 293,261 $ 246,724 $ 478,523
Supplemental Disclosures of Cash Flow
Information
Cash paid during the year for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
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The accompanying notes are an integral part of these financial statements.
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