UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
IAC Holdings, Inc.
(Name of Small Business Issuer in its Charter)
Florida 621111 22-3917571
(State of Incorporation) (Primary Standard (IRS Employer ID No.)
Classification Code)
136 E. Colonial Dr.
Orlando, FL. 32801
(407) 649-3899
(Address and Telephone Number of Principal Executive Offices)
Copies to:
Michael Paige
Michael Paige PLLC, Counsel
c/o Jackson & Campbell, P.C.
One Lafayette Centre,
300 South Tower
1120 20th Street, N.W.
Washington, D.C. 20036-3437
Telephone: 202-457-1600
Telecopier: 202-457-1678
Securities to be Registered Under Section 12(b) of the Act: None
Securities to be Registered Under Section 12(g) of the Act:
Common Stock, $.0001 Par Value
(Title of Class)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting company" in Rule
12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
TABLE OF CONTENTS
ITEM 1. Business.............................................................2
ITEM 1A. Risk Factors.........................................................4
ITEM 2. Financial Information................................................8
ITEM 3. Properties..........................................................13
ITEM 4. Security Ownership of Certain Beneficial Owners and Management......13
ITEM 5. Directors and Executive Officers....................................14
ITEM 6. Executive Compensation..............................................14
ITEM 7. Certain Relationships and Related Transactions, and Director
Independence..................................................................14
ITEM 8. Legal Proceedings...................................................15
ITEM 9. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters...................................................15
ITEM 10. Recent Sales of Unregistered Securities.............................15
ITEM 11. Description of Registrant's Securities to be Registered.............15
ITEM 12. Indemnification of Directors and Officers...........................16
ITEM 13. Financial Statements and Supplementary Data.........................18
ITEM 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure..........................................................19
ITEM 15. Financial Statements and Exhibits...................................19
SIGNATURES....................................................................21
EXHIBITS......................................................................21
PART I
ITEM 1. Business.
Background
IAC Holdings, Inc. ("IAC", the "Company", "we" or "us"), was incorporated under
the laws of Florida in October, 2005, under the name Emerging Markets Holdings,
Inc. Since we were incorporated, we have directed our efforts at identifying a
business to acquire. We changed our name to our present name on January 29,
2008, following the acquisition, pursuant to a Share Exchange Agreement, dated
October 31, 2007 ("Agreement"), of all of the outstanding shares of Injury &
Accident Clinic, Inc., a corporation operating injury and accident clinics
incorporated under the laws of Florida in 1998 (this subsidiary is herein is
referred to as "IAC Clinics").
As provided for in the Agreement, the stockholder of IAC Clinics received
3,800,000 shares of IAC common stock, of which 1,800,000 shares were transferred
by existing stockholders and 2,000,000 shares were issued by the Company, or in
the aggregate 54.28% of the outstanding stock after the acquisition, in exchange
for all of the outstanding shares of IAC Clinics common stock they held.
Immediately following the share exchange, IAC had a total of 7,000,000 shares of
common stock issued and outstanding. Pursuant to the Agreement, IAC Clinics
became a wholly-owned subsidiary of the Company, and the Company changed its
name to IAC Holdings, Inc. For accounting purposes, the Agreement has been
treated as a recapitalization of the Company as the acquirer. The financial
statements show a retroactive restatement of IAC's historical stockholders
equity to reflect the equivalent number of shares of common stock issued in the
acquisition.
Our Business
We operate three injury and accident clinics in Florida providing chiropractic
treatment and services. We were founded by Christine Nguyen, our President and
CEO and commenced operations in Tampa, Florida in 1998, to provide services to
persons who have been injured in automobile accidents, as well as for other
personal injuries and physical problems, including muscle injuries and related
spinal problems. In July of 2000, we opened our second office in Orlando. The
Orlando office is now our headquarters and primary clinic. In July of 2002,
another office was opened in Pinellas Park, and the fourth office was opened in
Tampa in July 2007. We closed our first Tampa office in November, 1999.
Our principal executive offices are located at 136 E. Colonial Dr. Orlando, FL.
32801. Our corporate website address is www.injuryaccidentclinic.com.
Information contained on our website is not part of this registration statement
Services Provided by Our Clinics
Our clinics provide a full range of chiropractic services commonly available in
injury and accident clinics, including in particular, treatment for personal
injuries, auto accidents, herniated discs, mid-back and rib pain, sports
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injuries, subluxation, arch and foot pain, carpal tunnel syndrome, rotator cuff
injuries, shoulder tendonitis, bursitis (hip, knee, elbow, shoulder), tennis
elbow, pinched nerves, lower back problems, neck pain, arm pain. We also provide
the following services: dietary counseling, soft tissue technique, pain relief
physiologic therapeutics, musculoskeletal manipulation and rehabilitation. Our
employee chiropractors are licensed by the State of Florida. Our revenues are
largely dependent on payments from insurance companies for reimbursement for
clients' personal injuries.
Our goals are to provide our customers with the highest quality chiropractic
information and to educate customers about their medical condition and then
accommodate their needs by providing a positive and satisfying experience. All
of the Company's facilities, doctors and their teams are committed to bringing
better health and a better way of life by providing scientifically sound, safe
and effective chiropractic care.
Our offices are conveniently located throughout central Florida and our
qualified personnel are friendly and ready to ensure a pleasant visit. We take
pride in providing the best possible care and building a long term
patient/doctor relationship. We invite our patients to call our office with any
questions or email us via the contact us or request an appointment page of our
Web site.
Payments for Services at our Clinics
Our revenues largely depend on payments from insurance companies for their
policy holders' personal injuries. Insurance companies are usually billed
immediately but it typically takes 30 - 45 days to get a reply regarding
patients' benefits. Deductibles, usually 20%, are billed but rarely collected
because patient is generally experiencing hardship and our management believes
it to be a beneficial and sound marketing activity to help the injured.
Historically, collection efforts with a separate billing department have not
been economically beneficial. Our clinics accept cash payments. If the patient
does not have insurance and can not pay cash, the clinic can still perform
services if the patient has a Letter of Protection from their attorney where a
legal claim is being made. Florida is a no fault state, so any person involved
in an automobile accident and has insurance is protected financially from
liability resulting from that injury. If patient does not have an attorney
making a claim, then he or she will need to pay cash to continue treatment
Competition
We experience competition from other chiropractic clinics and individual
chiropractic practitioners, as well as generally from medical practices and
hospitals. While there is significant competition, we have concentrated on
providing better services to our patients and on optimizing the locations of our
clinics. Our marketing niche strategy was developed when we realized that there
are social and cultural differences within a single community that require
changes to be made to a product or service. We have specialized products and
services for several cultural groups. Our clinics treat a large number of
Vietnamese-American and Latino customers in the Central Florida area.
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Our Market Strategy
We plan to open more offices throughout Florida in 2008 and are using
demographic and strategic marketing analysis to identify new niche markets. We
are finalizing our turn-key methodologies for chiropractic treatment facilities
and plan to expand into other medical fields, including sports medicine, medical
diagnostics and boutique-spa style treatment facilities. We intend to expand our
diversified marketing and advertising campaigns in the identified niche markets
and increase market share by opening offices in these key locations, where we
have already established our company brand and reputation
Employees
We currently have 8 employees, consisting of two doctors, one assistant, two
massage therapists, one manager, one receptionist and our Chief Executive
Officer and President.
ITEM 1A. Risk Factors
Our business is subject to numerous risk factors, including the following:
WE HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE
LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES,
DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL
COMPANY.
We were incorporated in Florida in 1998. We have a limited amount of assets or
financial resources. The likelihood of our success must be considered in light
of the expenses and difficulties in marketing our services to our clients. Since
we have a limited operating history of marketing our services to the public, we
may not be able to grow and generate sufficient revenues to meet our expenses
and support our anticipated activities.
WE DEPEND ON THE SERVICES OF OUR CHIEF EXECUTIVE OFICER, AND IMPLEMENTATION OF
OUR BUSINESS PLAN COULD BE SERIOUSLY HARMED IF WE LOSE THE SERVICES OF OUR CEO.
We depend heavily on the services of Mrs. Christine Nguyen, our Chief Executive
Officer and President. We do not have an employment agreement with Mrs.
Christine Nguyen, nor do we have a "key person" life insurance policy on Mrs.
Christine Nguyen to cover our losses in the event of her death. There can be no
assurance that our CEO will remain in her management positions with us, and the
loss of her services would disrupt our business operations which could reduce
our revenues and profits.
INTEGRATION OF THE BUSINESS AND PRODUCT OFFERINGS OF ACQUIRED COMPANIES COULD
DISRUPT OUR BUSINESS OPERATIONS.
We anticipate that we may, from time to time, acquire additional businesses,
assets or securities of companies that we believe would provide a strategic fit
with our business. Any business we acquire will need to be integrated with our
existing operations. There can be no assurance that we will not have
difficulties doing so in the future. In addition, we could incur unknown or
contingent liabilities of acquired companies. Difficulties in integrating the
operations and personnel of the acquired companies could disrupt
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our business operations, divert management's time and attention and impair
relationships with and risk the possible loss of key employees and customers of
the acquired business. Our failure to adequately manage the integration of any
acquisition could disrupt our business operations and lower our revenues and
profits.
WE DEPEND UPON REIMBURSEMENT BY INSURANCE COMPANIES.
The health care insurance industry reimbursement process is complex and can
involve lengthy delays between the time that revenue is recognized and the time
that reimbursement amounts are settled. As a result, the reimbursement process
may affect our financial condition and results of operations
IF WE FAIL TO COMPLY WITH EXTENSIVE LAWS AND GOVERNMENT REGULATIONS, WE COULD
SUFFER PENALTIES OR BE REQUIRED TO MAKE SIGNIFICANT CHANGES TO OUR OPERATIONS.
The health care industry, including our company, is required to comply with
extensive and complex laws and regulations at the federal, state and local
government levels relating to, among other things,
o licensure and certification;
o adequacy and quality of health care services;
o qualifications of health care and support personnel;
o quality of equipment;
o confidentiality, maintenance and security issues associated with
medical records and claims processing;
o relationships with physicians and other referral sources;
o operating policies and procedures;
o addition of facilities and services; and
o billing for services.
Many of these laws and regulations are expansive, and we do not always have the
benefit of significant regulatory or judicial interpretation of these laws and
regulations. In the future, different interpretations or enforcement of these
laws and regulations could subject our current or past practices to allegations
of impropriety or illegality or could require us to make changes in our
facilities, equipment, personnel, services, capital expenditure programs and
operating expenses.
If we fail to comply with applicable laws and regulations, we could be subjected
to liabilities, including criminal penalties, civil penalties (including the
loss of our licenses to operate one or more of our facilities.
5
WE ARE REQUIRED TO COMPLY WITH LAWS GOVERNING THE TRANSMISSION AND PRIVACY OF
HEALTH INFORMATION.
The Health Insurance Portability and Accountability Act of 1996 (HIPAA) requires
us to comply with standards for the exchange of health information within our
company and with third parties, such as payors, business associates and
patients. These include standards for common health care transactions, such as:
o claims information, plan eligibility, payment information and the use
of electronic signatures;
o unique identifiers for providers, employers, health plans and
individuals; and
o security, privacy and enforcement.
The Department of Health and Human Services has released final rules to
implement a number of these requirements, and several HIPAA initiatives have
become effective, including privacy protections, transaction standards, and
security standards. If we fail to comply with these standards, we could be
subject to criminal penalties and civil sanctions
WE FACE REGIONAL AND LOCAL COMPETITION.
Our clinics compete primarily on a local and regional basis with many medical
and chiropractic practices. Our ability to compete successfully varies from
location to location depending on a number of factors, including the number of
competing providers in the local market, the types of services available,
quality of care, reputation, age and appearance of each center and the cost of
care in each locality. Patients' treatment facility decisions are in addition
influenced by, among other things, the perceived absolute or relative overall
value of our facilities, including its quality or pricing, compared to
competitive companies. We could also experience higher than expected selling,
general and administrative expenses if we find it necessary to increase
advertising or promotional expenditures, or the number of our personnel to
maintain our competitive position, or for other reasons.
OUR LABOR COSTS MAY INCREASE WITH A POTENTIAL SHORTAGE OF QUALIFIED PERSONNEL.
Labor costs accounted for 51% of the operating expenses in the year ended
December 31, 2006. Our long-term wage rate increases during the same period were
17%. We compete with other health care providers to attract and retain qualified
or skilled personnel. We also compete with various industries for lower-wage
employees. If a shortage of health care workers occurred in the region in which
we operate, it could adversely affect our ability to attract and retain
qualified personnel and could further increase our operating costs.
OUR OPERATIONS ARE SUBJECT TO OCCUPATIONAL HEALTH AND SAFETY REGULATIONS.
We are subject to a wide variety of federal, state and local
occupational health and safety laws and regulations. The types of regulatory
requirements faced by health care providers such as us include:
o air and water quality control requirements;
o occupational health and safety requirements (such as standards
regarding blood-borne pathogens and ergonomics) and waste management
requirements;
6
o specific regulatory requirements applicable to asbestos,
polychlorinated biphenyls and radioactive substances;
o requirements for providing notice to employees and members of the
public about hazardous materials and wastes; and
o certain other requirements.
If we fail to comply with these standards, we may be subject to sanctions and
penalties.
THE COST OF GENERAL AND PROFESSIONAL LIABILITY CLAIMS MAY INCREASE.
Patient care liability remains a serious industry-wide issue. We have not
experienced a large number of claims, or any significant liability for claims to
date. General and professional liability claims for the healthcare industry have
become increasingly expensive. If patient care claims increase in number and
size, our future financial condition and operating results may be adversely
affected.
WE HAVE NEVER PAID CASH DIVIDENDS AND WE MAY NOT PAY DIVIDENDS IN THE FUTURE.
Holders of our common stock are entitled to cash dividends when, as and if
declared by the board of directors out of funds legally available for the
payment of dividends. Our management does not and may not in the future
anticipate the declaration or payments of any dividends. We intend to retain
earnings, if any, to finance the development and expansion of our business. Our
future dividend policy will be subject to the discretion of our board of
directors and will be contingent upon future earnings, if any, our financial
condition, capital requirements, general business conditions and other factors.
7
ITEM 2. Financial Information.
IAC HOLDINGS, INC.--SELECTED FINANCIAL DATA
- ------------------------------------------------------------------------------------------------------
Years Ended December 31 Nine Months Ended September 30
- ------------------------------------------------------------------------------------------------------
2006 2005 2007 2006
- ------------------------------------------------------------------------------------------------------
Statement of
operations data:
- ------------------------------------------------------------------------------------------------------
Operating revenues -0- -0- -0- -0-
- ------------------------------------------------------------------------------------------------------
Net Loss $(4,123) $(14,526) $(1,059) $(4,956)
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
Balance sheet data:
- ------------------------------------------------------------------------------------------------------
Total assets 284 234 284
- ------------------------------------------------------------------------------------------------------
Current Liabilities 8,833 4,660 9,892
- ------------------------------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS
The following discussion and analysis of our plan of operations should be read
in conjunction with our financial statements and related notes appearing
elsewhere in this prospectus. This discussion and analysis contain
forward-looking statements that involve risks, uncertainties and assumptions.
Actual results may differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including, but not
limited to, those presented under the heading of "Risk Factors" and elsewhere in
this registration statement.
Overview
- --------
We were incorporated in Florida in 2005 under the name Emerging Markets
Holdings, Inc. Since we were incorporated, we have directed our efforts at
identifying a business to acquire and more recently, until our acquisition
described below, to consulting activities. We changed our name to our present
name on January 29 , 2008, following the acquisition, pursuant to a Share
Exchange Agreement, dated October 31, 2007, of all of the outstanding shares of
Injury & Accident Clinic Inc., a corporation operating injury and accident
clinics incorporated under the laws of Florida in 1998.
Through our subsidiary, Injury & Accident Clinic, Inc., we now operate three
injury and accident clinics in Florida providing chiropractic treatment and
services. The clinics provide services to persons who have been injured in
automobile accidents, as well as for other personal injuries and physical
problems, including muscle injuries and related spinal problems.
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Results of Operations--IAC Holdings, Inc.
- -----------------------------------------
FISCAL YEAR ENDED DECEMBER 31, 2006 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
2005.
Net Loss
We had no revenues for the fiscal years ended December 31, 2006 and December 31,
2005, and had net losses of $4,123 and $14,526, respectively, for those periods.
We incurred general and administration expenses of $3,719 and $14,375,
respectively, for the fiscal years ended December 31, 2006 and 2005, and
incurred interest expense of $404 and $151, respectively, for those periods.
NINE MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2006.
Net Loss
We had no revenues for the nine month periods ended September 30, 2007 and
September 30, 2006, and had net losses of $1,059 and $4,956, respectively, for
those periods. We incurred general and administration expenses of $721 and
$4,172, respectively, for the nine month periods ended September 30, 2007 and
2006, and incurred interest expense of $338 and $244, respectively, for those
periods.
THREE MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO THREEE MONTHS ENDED SEPTEMBER
30, 2006.
Net Loss
We had no revenues for the three month periods ended September 30, 2007 and
September 30, 2006, and had net losses of $206 and $770, respectively, for those
periods. We incurred general and administration expenses of $91 and $673,
respectively, for the three month periods ended September 30, 2007 and 2006, and
incurred interest expense of $115 and $97, respectively, for those periods.
Results of Operations--Injury & Accident Clinic, Inc.
- -----------------------------------------------------
FISCAL YEAR ENDED DECEMBER 31, 2006 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
2005.
Revenues
Revenues decreased $252,412 or 17% to $1,260,332 for the fiscal year ended
December 31, 2006 from $1,512,744 for the fiscal year ended December 31, 2005.
This decrease was primarily due to a decrease in the number of new patients.
The overall decline in the number of patients from 2005 to 2006 was expected due
to an intentional decrease in marketing activities and advertising budget.
Additional marketing expenses had been used to increase patients, as it was the
case in 2004 and 2005. The intentional reduction in marketing and advertising
was for the purpose of identifying a baseline of production and to determine the
extent of the relationship between marketing and revenues. This is believed to
allow for more accurate projections in the coming years.
9
Cost of Sales
Selling, general and administrative expense decreased by $150,595 or 16% to
$844,462 for the fiscal year ended December 31, 2006, from $995,057 for the
fiscal year ended December 31, 2005. This decrease was primarily due to reduced
revenues.
Income from Operations.
As a result of the foregoing, our net earnings before income taxes decreased by
$109,010 or 21% to $408,147 for the fiscal year ended December 31, 2006 from
$517,157 for the fiscal year ended December 31, 2005.
Liquidity and Capital Resources
- -------------------------------
As of September 30, 2007, the Company's current liabilities exceeded its current
assets by $9,608. From the Company's inception to September 30, 2007 the Company
has accumulated deficit of $19,708.
We expect to be able to operate profitably following the acquisition of Injury &
Accident Clinic, Inc.
Off-Balance Sheet Arrangements
- ------------------------------
We have not entered into any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources and would be considered
material to investors.
Inflation
- ---------
It is the opinion of the Company that inflation has not had a material effect on
its operations.
Critical Accounting Policies and Estimates
- ------------------------------------------
The discussion and analysis of our plan of operations is based upon our
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of our consolidated financial statements requires us to make
estimates and assumptions that affect our reported results of operations and the
amount of reported assets and liabilities.
Some accounting policies involve judgments and uncertainties to such an extent
that there is reasonable likelihood that materially different amounts could have
been reported under different conditions, or if different assumptions had been
used. Actual results may differ from the estimates and assumptions used in the
preparation of our consolidated financial statements. Described below are the
most significant policies we apply, or intend to apply, in preparing our
10
consolidated financial statements, some of which are subject to alternative
treatments under accounting principles generally accepted in the United States
of America. We also describe the most significant estimates and assumptions we
make in applying these policies.
Recently Issued Accounting Standards Not Yet Adopted
- ----------------------------------------------------
Fair Value Measurements. In September 2006, the FASB issued SFAS No. 157, "Fair
Value Measurements", which defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles ("GAAP"), and
expands disclosures about fair value measurements. Prior to this Statement,
there were different definitions of fair value and limited guidance for applying
those definitions in GAAP. This Statement provides the definition to increase
consistency and comparability in fair value measurements and for expanded
disclosures about fair value measurements. The Statement emphasizes that fair
value is a market-based measurement, not an entity-specific measurement. The
Statement clarifies that market participant assumptions include assumptions
about risk, i.e. the risk inherent in a particular valuation technique used to
measure fair value and/or the risk inherent in the inputs to the valuation
technique. The Statement expands disclosures about the use of fair value to
measure assets and liabilities in interim and annual periods subsequent to
initial recognition. The disclosures focus on the inputs used to measure fair
value and for recurring fair value measurements using significant unobservable
inputs, the effect of the measurements on earnings for the period. The Statement
is effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. Earlier
application is encouraged, provided that the reporting entity has not yet issued
financial statements for that fiscal year, including the financial statements
for an interim period within that fiscal year. The Company does not expect
adoption of this standard will have a material impact on its financial position,
operations or cash flows.
Accounting for Registration Payment Arrangements. In December 2006, the FASB
issued FSP EITF 00-19-2, Accounting for Registration Payment Arrangements ("FSP
00-19-2") which addresses accounting for registration payment arrangements. FSP
00-19-2 specifies that the contingent obligation to make future payments or
otherwise transfer consideration under a registration payment arrangement,
whether issued as a separate agreement or included as a provision of a financial
instrument or other agreement, should be separately recognized and measured in
accordance with FASB Statement No. 5, Accounting for Contingencies. FSP 00-19-2
further clarifies that a financial instrument subject to a registration payment
arrangement should be accounted for in accordance with other applicable
generally accepted accounting principles without regard to the contingent
obligation to transfer consideration pursuant to the registration payment
arrangement. For registration payment arrangements and financial instruments
subject to those arrangements that were entered into prior to the issuance of
EITF 00-19-2, this guidance shall be effective for financial statements issued
for fiscal years beginning after December 15, 2006 and interim periods within
those fiscal years. The Company has not yet determined the impact that the
adoption of FSP 00-19-2 will have on its financial statements.
11
The Fair Value Option for Financial Assets and Financial Liabilities. In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities--including an amendment of FASB
Statement No. 115", permitting entities to choose to measure many financial
instruments and certain other items at fair value. The objective is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
measurement. The statement applies to all entities, including not-for profit
organizations. Most of the provisions of this Statement apply only to entities
that elect the fair value option. However, the amendment to SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities", applies to
all entities with available-for-sale and trading securities. The Company does
not expect adoption of this standard will have a material impact on its
financial position, operations or cash flows.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
12
ITEM 3. Properties.
The Company does not own any real estate. We lease our three clinic facilities.
Our Orlando, Florida, clinic and principal offices, consisting of approximately
2,140 square feet of office space and space designed for use as a clinic, are
leased under a lease expiring July 31, 2008, at a monthly rental of $2,848, with
a three-year renewal period at our option. We lease our Pinellas Park, Florida,
clinic consists of approximately 1,200 square feet of space designed for clinic
use, under a lease expiring July 31, 2008, at a monthly rental of $900, with a
one year renewal period at our option. Our Tampa, Florida, clinic consisting of
approximately 800 square feet of clinic space, is leased under a lease expiring
May 31, 2008, at a monthly rental of $755, and is renewable for a three year
period at our option.
ITEM 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth each person known by us to be the beneficial
owner of five percent or more of the Company's voting Stock, all directors
individually and all directors and officers of the Company as a group. Except as
noted, each person has sole voting and investment power with respect to the
shares shown.
Name and Address of Beneficial Owner Number of Shares Percentage of Class
Owned Beneficially
Christine Nguyen, CEO and Director
c/o Injury & Accident Clinic, Inc. 3,800,000 Common 54.28%
136 E. Colonial Dr. Shares
Orlando, FL. 32801
Ramon Rosales 575,000 Common 8.21%
Shirys N39-48 Ed. Shares
San Luis, planta baja
Quito, Ecuador
Wolf Blitz Corporation (1) 500,000 Common 7.14%
309 Celtic Ct. Shares
Oviedo, Florida 32765
(1) The owner of Wolf Blitz Corporation is Serguei Melnick, 309 Celtic Ct.,
Oviedo, FL 32765.
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ITEM 5. Directors and Executive Officers.
We have one Director and Officer as follows:
Name Age Positions and Offices Held
Christine Nguyen 38 President, CEO and Director
Nguyen
Christine Nguyen, 38, founded Injury & Accident Clinic, Inc. in 1998 and serves
as our President and Chief Executive Officer. Prior to founding Injury &
Accident Clinic, Inc., from 1996 to 1998 she was Marketing Director of Kalaf
Health Centers in Tampa, Florida. In 1998 she founded CN Professional Consulting
and Marketing Services in the United States and served as CEO. In 1998, she was
CEO and President of Injury & Accident Clinic, Inc. Between 2003 and 2004 she
acquired Saigon News Communications, Inc. and Van Nghe Thoi Bao publishing
company. She also became the sole owner of Florida DEP Magazine, LLC. In 2004
she co-founded Loan Trust Mortgage Corporation in Orlando, Florida and was CFO
and Director of Marketing for Turtle Bay Real Estate, Inc. Since 2007 she has
been the President and Owner of LoanTrust Investment, Inc. and The Marketing
Group, Inc., both located in the United States. In January of 2007 she was
appointed CEO of Orlando Wholesale Printing, located in Orlando, Florida.
Mrs. Nguyen's education includes the University of Southern Mississippi and Gulf
Coast University of Florida. Her Major areas of study were medical
administration and business management. She is fluent in English, Vietnamese,
and has working knowledge of Spanish.
EMPLOYMENT AGREEMENT
At this time, there is no employment agreement with Ms. Nguyen.
ITEM 6. Executive Compensation.
The Company currently pays a salary of $20,000 a month to Ms. Christine Nguyen,
its President and CEO. The Company has no employment agreement in effect with
Ms. Nguyen.
ITEM 7. Certain Relationships and Related Transactions, and Director
Independence.
In connection with the acquisition of all of the outstanding shares of Injury &
Accident Clinic, Inc. by the Company pursuant to the October 31, 2007 Share
Exchange Agreement, the Company issued an aggregate of_2,000,000 shares of its
common stock to Christine Nguyen, our Chief Executive Officer and major
shareholder.
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ITEM 8. Legal Proceedings.
None.
ITEM 9. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters.
Not applicable.
ITEM 10. Recent Sales of Unregistered Securities.
In connection with the acquisition of all of the outstanding shares of Injury &
Accident Clinic, Inc. by the Company pursuant to the October 31, 2007 Share
Exchange Agreement, the Company issued an aggregate of 2,000,000 shares of its
common stock to Christine Nguyen, our Chief Executive Officer and major
shareholder.
ITEM 11. Description of Registrant's Securities to be Registered.
Our authorized capital stock consists of 105,000,000 shares of which 100,000,000
are Common Stock, par value $.0001 per share and 5,000,000 are Preferred Stock,
par value $.0001 per share.
The following statements relating to the capital stock set forth the material
terms of our securities; however, reference is made to the more detailed
provisions of, and such statements are qualified in their entirety by reference
to, the Articles of Incorporation, as amended.
Common Stock
Holders of shares of common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders. Holders of common stock do not have
cumulative voting rights. Holders of common stock are entitled to share ratably
in dividends, if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefore. In the event
of a liquidation, dissolution or winding up of the Company, the holders of
common stock are entitled to share pro rata all assets remaining after payment
in full of all liabilities. All of the outstanding shares of common stock are
fully paid and non-assessable. Holders of common stock have no preemptive rights
to purchase our common stock. There are no conversion or redemption rights or
sinking fund provisions with respect to the common stock.
The Board of Directors does not at present intend to seek stockholder approval
prior to any issuance of currently authorized stock, unless otherwise required
by law or stock exchange rules.
As of February 1, 2008 we have 7,000,000 shares of common stock issued and
outstanding.
15
Preferred Stock
The Board of Directors has the authority to issue up to 5,000,000 shares of
preferred stock and to fix the price, rights, preferences, privileges and
restrictions, including voting rights, of those shares without any further vote
or action by the stockholders. The rights of the holders of Common Stock will be
subject to, and may be adversely affected by, the rights of the holders of any
preferred stock that may be issued in the future.
Transfer Agent
Pacific Stock Transfer Company - 500 E. Warm Springs Road, Suite 240, Las Vegas,
NV 89119, is the transfer agent for our common stock.
ITEM 12. Indemnification of Directors and Officers.
As provided by Chapter 607(Corporations), Section 850, of the Florida Statutes,
we have power to indemnify any person who was or is a party to any proceeding
(other than an action by, or in the right of, the corporation), by reason of the
fact that he or she is or was a director, officer, employee, or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against liability incurred in connection with such
proceeding, including any appeal thereof, if he or she acted in good faith and
in a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The
termination of any proceeding by judgment, order, settlement, or conviction or
upon a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in, or not opposed to, the best interests of
the Company or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.
The Company has the power to indemnify any person, who was or is a party to any
proceeding by or in the right of the Company to procure a judgment in its favor
by reason of the fact that the person is or was a director, officer, employee,
or agent of the Company or is or was serving at the request of the Company as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses and amounts paid in
settlement not exceeding, in the judgment of the board of directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof. Such indemnification shall be
authorized if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
Company, except that no indemnification shall be made under this subsection in
respect of any claim, issue, or matter as to which such person shall have been
adjudged to be liable unless, and only to the extent that, the court in which
such proceeding was brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
16
To the extent that a director, officer, employee, or agent of a Company has been
successful on the merits or otherwise in defense of any proceeding referred to
in the two preceding paragraphs, or in defense of any claim, issue, or matter
therein, the Florida corporations law provides that he or she shall be
indemnified against expenses actually and reasonably incurred by him or her in
connection therewith.
The Company has the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the Company or
is or was serving at the request of the Company as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise against any liability asserted against the person and incurred
by him or her in any such capacity or arising out of his or her status as such,
whether or not the Company would have the power to indemnify the person against
such liability under the provisions discussed above.
Our Articles of Incorporation provide in Article SIXTH that no director of the
Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director except (a) for any
breach of the director's duty of loyalty to the Company or its stockholders, (b)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (c) under Section 607.0834 of the Florida
Business Corporation Act ("FBCA"), or (d) for any transaction from which the
director derived an improper personal benefit. If the FCBA is hereafter amended
to permit a corporation to further eliminate or limit the liability of a
director of a corporation, then the liability of a director of the Company, in
addition to the circumstances in which a director is not personally liable as
set forth in the preceding sentence, shall, without further action of the
directors or stockholders, be further eliminated or limited to the fullest
extent permitted by the FBCA as so amended.
Our Articles of Incorporation further provide in Article SEVENTH that our
directors, officers, employees or agents shall be indemnified and held harmless
by the Company against all judgments, penalties and fines incurred or paid, and
against all expenses (including attorneys' fees) and settlement amounts incurred
or paid, in connection with any specified proceedings, except in relation to
matters as to which the person did not act in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful. The right to
indemnification conferred in this Article Seventh shall include the right with
certain conditions to require the Company to pay the expenses (including
attorneys' fees) incurred in defending any such proceeding in advance of its
final disposition.
17
ITEM 13. Financial Statements and Supplementary Data.
IAC HOLDINGS, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 2006
INDEX
Paqe
----
Report of Independent Registered Public Accounting Firm F-1
Balance Sheet as of December 31, 2006 and 2005 F-2
Statement of Operations, for the years ended December 31, 2006
and 2005 and the period October 11, 2005 (Date of Formation)
through December 31, 2006 F-3
Statement of Stockholders' Deficiency, for the years ended
December 31, 2006 and 2005 and the period October 11, 2005
(Date of Formation) through December 31, 2006 F-4
Statement of Cash Flows, for the years ended December 31, 2006
and 2005 and the period October 11, 2005 (Date of Formation)
through December 31, 2006 F-5
Notes to Financial Statements F-6 - F-8
18
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of IAC Holdings Inc.
Attn.: Christine Nguyen, President and Chief Executive Officer
309 Celtic Court
Oviedo, FL 32765
We have audited the accompanying balance sheet of IAC Holdings, Inc. (formerly
Emerging Markets Holdings, Inc., the "Company") (a development stage company) as
of December 31, 2006 and 2005 and, the related statements of operations,
stockholders' deficiency and cash flows for the Period October 11, 2005 (Date of
Formation) through December 31, 2005. 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 audits 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. 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 audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2005, and the
results of their operations and their cash flows for the Period October 11, 2005
(Date of Formation) through December 31, 2005 in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As more fully explained in Note 1 to the
financial statements the Company needs to obtain additional financing to fulfill
its proposed activities and find a merger candidate to expand its operations.
These uncertainties raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans are also described in Note 1.
The accompanying financial statements do not include any adjustments that might
result from the outcome of these uncertainties should the Company be unable to
continue as a going concern.
WIENER, GOODMAN & COMPANY, P.C.
Eatontown, New Jersey
February 8, 2008
F-1
IAC HOLDINGS, INC.
BALANCE SHEET
(A Development Stage Company)
December 31,
2006 2005
---- ----
ASSETS
Current Assets:
Cash in bank $ 284 $ 234
-------- --------
TOTAL ASSETS $ 284 $ 234
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
Accrued expenses $ 352 $ 1,511
Loan payable -related party 7,065 2,650
Note payable 1,416 499
-------- --------
Total Current Liabilities 8,833 4,660
Commitments and Contingencies
Stockholders' Deficiency:
Common Stock, $.0001 par value - 15,000,000
shares authorized; 5,000,000 shares outstanding 500 500
Paid in capital 9,600 9,600
Deficit accumulated during the development stage (18,649) (14,526)
-------- --------
Total Stockholders' Deficiency (8,549) (4,426)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY $ 284 $ 234
======== ========
See notes to financial statements.
F-2
IAC HOLDINGS, INC.
STATEMENT OF OPERATIONS
YEARS ENDED DECEMBER 31, 2006 AND 2005 AND THE
PERIOD OCTOBER 11, 2005 (Date of Formation)
THROUGH DECEMBER 31, 2006
(A Development Stage Company)
Period
October 11, 2005
Years Ended (Date of Formation)
December 31, through
2006 2005 December 31, 2006
---- ---- -----------------
Costs and expenses:
General and
administrative expenses 3,719 14,375 18,094
Interest expense 404 151 555
----------- ----------- --------
Net loss $ (4,123) $ (14,526) $(18,649)
=========== =========== ========
Loss per common share -
basic and diluted $ - $ - $ -
=========== =========== ========
Weighted average number of
common shares outstanding -
basic and diluted 5,000,000 5,000,000 -
=========== =========== ========
See notes to financial statements.
F-3
IAC HOLDINGS, INC.
STATEMENT OF STOCKHOLDERS' DEFICIENCY
PERIOD OCTOBER 11, 2005 (Date of Formation)
THROUGH DECEMBER 31, 2006
(A Development Stage Company)
Deficit
Accumulated
During the
Common Stock Paid- In Development
Total No of shares Amount Capital Stage
----- ------------ ------ ------- -----
October 11, 2005 (Date of Formation) $ - - $ - $ - $ -
Issuance of shares 10,100 5,000,000 500 9,600 -
Net loss (14,526) - - - (14,526)
-------- --------- ---- ------ --------
Balance, December 31, 2005 (4,426) 5,000,000 500 9,600 (14,526)
-------- --------- ---- ------ --------
Net loss (4,123) - - - (4,123)
-------- --------- ---- ------ --------
Balance, December 31, 2006 $ (8,549) 5,000,000 $500 $9,600 $(18,649)
======== ========= ==== ====== ========
See notes to financial statements.
F-4
IAC HOLDINGS, INC.
STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2006 AND 2005 AND THE
PERIOD OCTOBER 11, 2005 (Date of Formation)
THROUGH DECEMBER 31, 2006
(A Development Stage Company)
Period
October 11, 2005
Years Ended (Date of Formation)
December 31, through
2006 2005 December 31, 2006
---- ---- -----------------
Cash flows from operating activities:
Net loss $(4,123) $(14,526) $(18,649)
Adjustments to reconcile net loss to net cash
used in operating activities:
Change in operating assets and liabilities:
Increase in accrued expenses (1,159) 1,511 352
------- -------- --------
Net cash used in operating activities (5,282) (13,015) (18,297)
------- -------- --------
Cash flows from financing activities:
Proceeds from issuance of common
stock - 10,100 10,100
Proceeds from borrowings - related party 4,415 2,650 7,065
Proceeds from borrowings 2,117 499 2,616
Repayment of loan (1,200) - (1,200)
------- -------- --------
Net cash provided by financing activities 5,332 13,249 18,581
------- -------- --------
Net increase in cash 50 234 284
Cash - beginning of period 234 - -
------- -------- --------
Cash - end of period $ 284 $ 234 $ 284
======= ======== ========
See notes to financial statements.
F-5
IAC HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2006
(A DEVELOPMENT STAGE COMPANY)
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
- ---------------------
IAC Holdings, Inc. (the "Company") was incorporated under the name Emerging
Markets Holdings, Inc. in the State of Florida on October 11, 2005. The Company
was formed by Serguei Melnik as incorporator. Since inception, the Company has
been engaged in organizational efforts and obtaining initial financing. The
Company was formed to pursue a business combination.
Organization
- ------------
The Company is considered a development stage enterprise as defined in Financial
Accounting Standards Board ("FASB") Statement No. 7, "Accounting and Reporting
for Development Stage Companies". The Company filed a registration statement for
classification as a "blank check" company, which indicated that its business
plan is to merge with an unidentified company or companies. The Securities and
Exchange Commission defines a "blank check" company as any development stage
company that is issuing a penny stock, within the meaning of Section 3(a) (51)
of the Exchange Act, and that has no specific plan or purpose, or has indicated
that its business plan is to merge with an unidentified company or companies.
The registration statement was withdrawn.
Going Concern
- -------------
The Company's initial activities have been dedicated to raising capital for
future operations.
The ability of the Company to achieve its business plan to merge with an
unidentified company or companies is contingent upon its success in raising
additional capital until a merger is consumated.
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the financial
statements, development stage losses from October 11, 2005 (Date of Formation)
through December 31, 2006 aggregated $18,649. The Company's cash flow
requirements during the period have been met by the sale of common stock. If the
Company is unable to obtain additional funds for its working capital, it may
have to cease operations. There is no assurance that additional capital will be
obtained. This raises substantial doubt about the ability of the Company to
continue as a going concern.
These financial statements do not include any adjustments relating to
recoverability and classification of recorded asset amounts or the amounts and
classifications of liabilities that might be necessary should the Company be
unable to continue as a going concern.
F-6
Significant Accounting Policies
- -------------------------------
Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting principles
accepted in the United States of America requires management to make estimates
and assumptions that affect the reported 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
reporting period. Actual results could differ from those estimates.
Income Taxes
- ------------
The Company accounts for income taxes using an asset and liability approach
under which deferred income taxes are recognized by apply enacted tax rates
applicable to future years to the differences between the financial statement
carrying amount and the tax basis of reported assets and liabilities.
The principal item giving rise to deferred taxes are temporary differences
caused by the capitalization of start-up expenditures as required by Section 195
of the Internal Revenue Code of 1986, as amended, for tax purposes and expensing
for book purposes.
Loss Per Share
- --------------
Basic loss per common share are computed by dividing net loss by weighted
average number of common shares outstanding during the year. Diluted earnings
per common share are computed by dividing net earnings by the weighted average
number of common share and potential common shares outstanding during the year.
As of December 31, 2006, there were 5,000,000 potential common shares.
New Financial Accounting Standards
- ----------------------------------
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material effect on its financial statements.
2. NOTE PAYABLE
The Company has a line of credit with Sun Trust Bank in the amount of $5,000. As
of December 31, 2006, the Company owed $1,416 on this line of credit. The annual
rate of interest is 19.08% per annum. For the years ended December 31, 2006 and
2005, the Company recorded interest expense of $205 and $-0-, respectively.
3. LOAN FROM RELATED PARTY
During 2005 and 2006, the Company borrowed $7,065 from a related party, Wolf
Blitz Corporation, a stockholder of the Company. The note is due upon demand
note with interest at six percent (6%) per annum. Interest expense for the years
ended December 31, 2006 and 2005 amounted to $199 and $151, respectively and is
included in accrued expenses on the Company's balance sheet.
4. COMMON STOCK
In October 2005, the month of the Company's formation, the Company issued
5,000,000 shares of its common stock, $.0001 par value to principals of the
Company and received proceeds of $10,100.
F-7
5. INCOME TAXES
At December 31, 2006, the Company has a net operating loss carry-forward of
approximately $18,649. Deferred income taxes reflect the impact of net operating
carryforwards. In recognition of the uncertainty regarding the ultimate amount
of income tax benefits to be derived from the Company's net operating
loss-carryforwards, the Company has recorded a valuation allowance for the
entire amount of the deferred asset. Section 195 of the Internal Revenue Code of
1986 requires the capitalization of start-up expenditures for tax purposes until
the Company becomes an operational entity. At that time, the capitalized
expenditures will be amortized over a period of five years.
6. SUBSEQUENT EVENT
In November 2007, the Company entered into a share exchange agreement with the
shareholders of Injury & Accident Clinic, Inc. ("Injury & Accident Clinic"). In
connection with the share exchange agreement, the Company acquired the assets
and assumed the liabilities of Injury & Accident Clinic. For accounting
purposes, the share exchange agreement has been treated as a recapitalization of
Injury & Accident Clinic.
As provided for in the share exchange agreement, the stockholder of Injury &
Accident Clinic received 3,800,000 shares of the Company's common stock, of
which 1,800,000 shares were transferred by existing stockholders and 2,000,000
shares were issued by the Company, or in aggregate 54.28% of the outstanding
common stock after the acquisition, in exchange for all of the outstanding
shares of Injury & Accident Clinic they held. Immediately following the share
exchange, the Company had a total of 7,000,000 shares of common stock issued and
outstanding. Pursuant to the share exchange agreement, Injury & Accident Clinic
became a wholly-owned subsidiary of the Company, and the Company changed its
name to IAC Holding, Inc. For accounting purposes, the share exchange agreement
has been treated as a recapitalization of the Company as the acquirer.
F-8
IAC HOLDINGS, INC.
FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 2007
IAC HOLDINGS, INC.
INDEX
Page
----
Financial Statements
Balance Sheet as of September 30, 2007 (Unaudited) F-1-1
Statement of Operations for the three and nine months
ended September 30, 2007 and 2006 and for the period
October 11, 2005 (Date of Formation) through
September 30, 2007 (Unaudited) F-1-2
Statement of Stockholders' Deficiency, period
October 11, 2005 (Date of Formation) through
September 30, 2007 (Unaudited) F-1-3
Statement of Cash Flows for the nine months ended
September 30, 2007 and 2006 and for the period
October 11, 2005 (Date of Formation) through
September 30, 2007 (Unaudited) F-1-4
Notes to Unaudited Financial Statements F-1-5 - F-1-7
IAC HOLDINGS, INC.
BALANCE SHEET
SEPTEMBER 30, 2007
(A Development Stage Company)
(Unaudited)
ASSETS
Current Assets:
Cash in bank $ 284
--------
TOTAL ASSETS $ 284
========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
Accrued expenses $ 689
Loan payable - related party 7,965
Note payable 1,238
--------
Total Current Liabilities 9,892
--------
Commitments and Contingencies
Stockholders' Deficiency:
Common Stock, $.0001 par value - 15,000,000
shares authorized; 5,000,000 shares outstanding 500
Paid in capital 9,600
Deficit accumulated during the development stage (19,708)
--------
Total Stockholders' Deficiency (9,608)
--------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY $ 284
========
F-1-1
IAC HOLDINGS, INC.
STATEMENT OF OPERATIONS
(A Development Stage Company)
(Unaudited)
For the Period
October 11, 2005
Nine Months Ended Three Months Ended (Date of Formation)
September 30, September 30, through
2007 2006 2007 2006 September 30, 2007
---- ---- ---- ---- ------------------
Costs and expenses:
General and
administrative expenses $ 721 $ 4,712 $ 91 $ 673 $ 18,815
Interest expense 338 244 115 97 893
----------- ----------- ----------- ----------- --------
Net (Loss) $ (1,059) $ (4,956) $ (206) $ (770) $(19,708)
=========== =========== =========== =========== ========
Loss per common share -
basic and diluted $ - $ - $ - $ -
=========== =========== =========== ===========
Weighted average number of
common shares outstanding
basic and diluted 5,000,000 5,000,000 5,000,000 5,000,000
=========== =========== =========== ===========
F-1-2
IAC HOLDINGS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
PERIOD OCTOBER 11, 2005 (DATE OF FORMATION)
THORUGH SEPTEMBER 30, 2007
(A Development Stage Company)
(Unaudited)
Deficit
Accumulated
During the
Common Stock Paid- In Development
Total No of shares Amount Capital Stage
----- ------------ ------ ------- -----
11-Oct-05 $ - - $ - $ - $ -
(Date of Formation)
Issuance of shares 10,100 5,000,000 500 9,600 -
Net loss (14,526) - - - (14,526)
-------- --------- ---- ------ --------
Balance, December 31, 2005 (4,426) 5,000,000 500 9,600 (14,526)
Net loss (4,519) - - - (4,519)
-------- --------- ---- ------ --------
Balance, March 31, 2006 (8,945) 5,000,000 500 9,600 (19,045)
Net income 333 - - - 333
-------- --------- ---- ------ --------
Balance, June 30, 2006 (8,612) 5,000,000 500 9,600 (18,712)
Net loss (770) - - - (770)
-------- --------- ---- ------ --------
Balance, September 30, 2006 (9,382) 5,000,000 500 9,600 (19,482)
Net loss (4,123) - - - (4,123)
-------- --------- ---- ------ --------
Balance, December 31, 2006 (8,549) 5,000,000 500 9,600 (18,649)
Net loss - - - - (1,059)
-------- --------- ---- ------ --------
Balance, September 30, 2007 $ (8,549) 5,000,000 $500 $9,600 $(19,708)
======== ========= ==== ====== ========
F-1-3
IAC HOLDINGS, INC.
STATEMENT OF CASH FLOWS
(A Development Stage Company)
(Unaudited)
For the Period
Nine Months Ended October 11, 2005
September 30, (Date of Formation)
2007 2006 Through September 30, 2007
---- ---- --------------------------
Cash flows from operating activities:
Net loss $(1,059) $(4,712) $(19,708)
Adjustments to reconcile net loss to net cash
used in operating activities:
Change in operating assets and liabilities:
(Decrease) increase in accrued expenses 337 (267) 689
------- ------- --------
Net cash used in operating activities (722) (4,979) (19,019)
------- ------- --------
Cash flows from financing activities:
Proceeds from issuance of common
Stock - - 10,100
Proceeds from borrowings - related party 900 4,015 7,965
Proceeds from borrowings 722 2,058 3,338
Repayment of loan (900) (900) (2,100)
------- ------- --------
Net cash provided by financing activities 722 5,173 19,303
------- ------- --------
Net (decrease) increase in cash - 194 284
Cash - beginning of period 284 234 -
------- ------- --------
Cash - end of period $ 284 $ 428 $ 284
======= ======= ========
F-1-4
IAC HOLDINGS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
(A DEVELOPMENT STAGE COMPANY)
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
- ---------------------
IAC Holdings, Inc. (the "Company") was incorporated under the name Emerging
Markets Holdings, Inc. in the State of Florida on October 11, 2005. The Company
was formed by Serguei Melnik as incorporator. Since inception, the Company has
been engaged in organizational efforts and obtaining initial financing. The
Company was formed to pursue a business combination.
Organization
- ------------
The Company is considered a development stage enterprise as defined in Financial
Accounting Standards Board ("FASB") Statement No. 7, "Accounting and Reporting
for Development Stage Companies". The Company is a "blank check" company and has
indicated that its business plan is to merge with an unidentified company or
companies. The Securities and Exchange Commission defines a "blank check"
company as any development stage company that is issuing a penny stock, within
the meaning of Section 3(a) (51) of the Exchange Act, and that has no specific
plan or purpose, or has indicated that its business plan is to merge with an
unidentified company or companies.
Going Concern
- -------------
The Company's initial activities have been dedicated to raising capital for
future operations.
The ability of the Company to achieve its business plan to merge with an
unidentified company or companies is contingent upon its success in raising
additional capital until a merger is consummated.
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the financial
statements, development stage losses from October 11, 2005 (Date of Formation)
through September 30, 2007 aggregated $19,708. The Company's cash flow
requirements during the period have been met by the sale of common stock. If the
Company is unable to obtain additional funds for its working capital, it may
have to cease operations. There is no assurance that additional capital will be
obtained. This raises substantial doubt about the ability of the Company to
continue as a going concern.
These financial statements do not include any adjustments relating to
recoverability and classification of recorded asset amounts or the amounts and
classifications of liabilities that might be necessary should the Company be
able to continue as a going concern.
Significant Accounting Policies
- -------------------------------
Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting principles
accepted in the United States of America requires management to make estimates
and assumptions that affect the reported 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
reporting period. Actual results could differ from those estimates.
F-1-5
Income Taxes
- ------------
The Company accounts for income taxes using an asset and liability approach
under which deferred income taxes are recognized by apply enacted tax rates
applicable to future years to the differences between the financial statement
carrying amount and the tax basis of reported assets and liabilities.
The principal item giving rise to deferred taxes are temporary differences
caused by the capitalization of start-up expenditures as required by Section 195
of the Internal Revenue Code of 1986, as amended, for tax purposes and expensing
for book purposes.
Loss Per Share
- --------------
Basic losses per common share are computed by dividing net loss by weighted
average number of common shares outstanding during the year. Diluted earnings
per common share are computed by dividing net earnings by the weighted average
number of common share and potential common shares outstanding during the year.
As of September 30, 2007, there were 5,000,000 outstanding common shares.
New Financial Accounting Standards
- ----------------------------------
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material effect on its financial statements.
2. NOTE PAYABLE
The Company has a line of credit with Sun Trust Bank in the amount of $5,000. As
of September 30, 2007, the Company owed $1,238 on this line of credit. The
annual rate of interest is 15.24% per annum. For the nine and three months ended
September 30, 2007 and 2006 the Company recorded interest expense of $338 and
$115 and $95 and $6, respectively.
3. LOAN FROM RELATED PARTY
From interim through September 30, 2007, the Company borrowed $7,965 from a
related party, Wolf Blitz Inc., a stockholder of the Company. The Note is a
demand note with interest at six percent (6%) per annum. Interest expense for
the nine months ended September 30, 2007 and for the period October 11, 2005,
(date of formation) through September 30, 2007 amounted to $338 and $689,
respectively and is included in accrued expenses on the Company's balance sheet.
4. COMMON STOCK
In October 2005, the month of the Company's formation, the Company issued
5,000,000 shares of its common stock, $.0001 par value to principals of the
Company and received proceeds of $10,100.
5. INCOME TAXES
At September 30, 2007, the Company has a net operating loss carry-forward of
approximately $19,700. Deferred income taxes reflect the impact of net operating
carryforwards. In recognition of the uncertainty regarding the ultimate amount
of income tax benefits to be derived from the Company's net operating
loss-carryforwards, the Company has recorded a valuation allowance for the
entire amount of the deferred asset. Section 195 of the Internal Revenue Code of
1986 requires the capitalization of start-up expenditures for tax purposes until
the Company becomes an operational entity. At that time, the capitalized
expenditures will be amortized over a period of five years.
F-1-6
6. SUBSEQUENT EVENT
On October 31, 2007, the Company entered into a share exchange agreement with
the shareholders of Injury & Accident Clinic, Inc. ("Injury & Accident Clinic").
In connection with the share exchange agreement, the Company acquired the assets
and assumed the liabilities of Injury & Accident Clinic. For accounting
purposes, the share exchange agreement has been treated as a recapitalization of
Injury & Accident Clinic.
As provided for in the share exchange agreement, the stockholder of Injury &
Accident Clinic received 3,800,000 shares of the Company's common stock, of
which 1,800,000 shares were transferred by existing stockholders and 2,000,000
shares were issued by the Company, or in aggregate 54.28% of the outstanding
common stock after the acquisition, in exchange for all of the outstanding
shares of Injury & Accident Clinic they held. Immediately following the share
exchange, the Company had a total of 7,000,000 shares of common stock issued and
outstanding. Pursuant to the share exchange agreement, Injury & Accident Clinic
became a wholly-owned subsidiary of the Company, and the Company changed its
name to IAC Holdings, Inc. For accounting purposes, the share exchange agreement
has been treated as a recapitalization of the Company as the acquirer.
F-1-7
INJURY & ACCIDENT CLINIC, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 2006
INJURY & ACCIDENT CLINIC, INC
(An "S" Corporation)
INDEX
-----
Page
----
Report of Independent Registered Accounting Firm F-2-1
Balance Sheets as of December 31, 2006 and 2005 F-2-2
Statements of Operations Years Ended December
31, 2006 and 2005 F-2-3
Statement of Changes in Stockholders' Equity, Years
Ended December 31, 2006 and 2005 F-2-4
Statements of Cash Flows, Years
Ended December 31, 2006 and 2005 F-2-5
Notes to Financial Statements F-2-6 - F-2-10
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Injury & Accident Clinic, Inc.
Orlando, FL
We have audited the accompanying consolidated balance sheets of Injury &
Accident Clinic, Inc. (an "S" Corporation) (the "Company") as of December 31,
2006 and 2005, and the related statements of operations, stockholders' equity
and cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated 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 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 consolidated
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.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2006 and
2005, and the results of its operations and its cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States of America.
WIENER, GOODMAN & COMPANY, P.C.
Eatontown, New Jersey
December 7, 2007
F-2-1
INJURY AND ACCIDENT CLINIC, INC.
(An "S" Corporation)
BALANCE SHEETS
December 31,
------------
2006 2005
---- ----
ASSETS
Current Assets:
Cash $ 72,646 $129,564
Accounts receivable-net 86,133 141,054
-------- --------
Total Current Assets 158,779 270,618
Property and equipment-net 53,625 80,967
-------- --------
Total Assets $212,404 $351,585
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts payable $ 23,192 $ 24,220
Accrued expenses 19,349 11,467
Current portion of long-term debt 9,398 24,947
-------- --------
Total Current Liabilities 51,939 60,634
-------- --------
Long-term Liabilities
Long-term debt - less current
portion above 29,825 39,223
-------- --------
Total Liabilities 81,764 99,857
-------- --------
Commitments and Contingencies - -
Stockholder's Equity:
Common stock, no par value - authorized
15,000,000 shares, outstanding 1,000 shares 1,000 1,000
Retained earnings 129,640 250,728
-------- --------
Total Stockholder's Equity 130,640 251,728
-------- --------
Total Liabilities and
Stockholder's Equity $212,404 $351,585
======== ========
See notes to financial statements.
F-2-2
INJURY AND ACCIDENT CLINIC, INC.
(An "S" Corporation)
STATEMENTS OF OPERATIONS
Years Ended December 31,
------------------------
2006 2005
---- ----
Net sales:
Sales $ 1,260,332 $ 1,512,744
----------- -----------
Cost and expenses:
Selling, general and administrative 844,462 995,057
----------- -----------
Income from operations 415,870 517,687
Other income (expense):
Interest income 645 2,652
Interest expense (8,368) (3,182)
----------- -----------
(7,723) (530)
----------- -----------
Net earnings $ 408,147 $ 517,157
=========== ===========
See notes to financial statements.
F-2-3
INJURY AND ACCIDENT CLINIC, INC.
(An "S" Corporation)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2006 and 2005
Common Stock Retained Earnings Total
------------ ----------------- -----
Balance, January 1, 2005 $1,000 $ 480,740 $ 481,740
Net income - 517,157 517,157
S-Corporation dividends - (747,169) (747,169)
------ --------- ---------
Balance, December 31, 2005 1,000 250,728 251,728
Net income - 408,147 408,147
S-Corporation dividends - (529,235) (529,235)
------ --------- ---------
Balance, December 31, 2006 $ 1,000 $ 129,640 $ 130,640
======= ========= =========
See notes to financial statements.
F-2-4
INJURY AND ACCIDENT CLINIC, INC.
(An "S" Corporation)
STATEMENTS OF CASH FLOWS
Years Ended December 31,
2006 2005
---- ----
Cash flows from operating activities:
Net earnings $ 408,147 $ 517,157
Adjustments to reconcile net cash
provided by operating activities:
Depreciation and amortization 37,096 29,891
Changes in operating assets and
liabilities:
Decrease in accounts receivable 54,921 8,129
Increase in accounts payable and accrued expenses 5,568 79,892
--------- ---------
Net cash provided by operating
activities 505,732 635,069
--------- ---------
Cash flows from investing activities:
Purchase of property and equipment (11,200) (65,308)
--------- ---------
Cash flows from financing activities:
Distributions to stockholders (529,235) (747,169)
Proceeds from loan - 49,870
Repayments of debt (22,215) (13,177)
--------- ---------
Net cash used in financing activities (551,450) (710,476)
--------- ---------
Net decrease in cash (56,918) (140,715)
Cash-beginning of year 129,564 270,279
--------- ---------
Cash-end of year $ 72,646 $ 129,564
========= =========
See notes to financial statements.
F-2-5
INJURY & ACCIDENT CLINIC, INC
(An "S" Corporation)
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Injury & Accident Clinic, Inc. (the "Company" or "Injury and Accident
Clinic") is a recognized leader in helping individuals who have been injured in
automobile accidents or have experienced muscle injuries or spinal related
problems. Injury and Accident Clinic, Inc. originated in Tampa, Florida in 1998.
In July of 2000, we opened our second office in Orlando, Florida. The Orlando
office is now our headquarters and primary clinic. In July 2002, another office
was opened in Pinellas Park, Florida. Our fourth office opened in Tampa in July
2007. We have turn-key methodologies for chiropractic treatment facilities and
are expanding into other medical fields including; sports medicine, medical
diagnostics and boutique-spa style treatment centers.
Use of Estimates
----------------
The preparation of the financial statements in conformity with accepted
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
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 reporting period. Examples include estimates of
costs to complete performance contracts, income tax exposures and valuation
allowances. Actual results could differ from those estimates.
Revenue Recognition
-------------------
The Company recognizes revenue in accordance with the guidance contained in
SEC Staff Bulletin No. 104, "Revenue Recognition in Financial Statements" ("SAB
No. 104"). Revenue is recognized when services are performed.
Amounts billed to patients that remain unpaid for one year are written off
as bad debt. Collection activities are more expensive and usually not productive
due to patient's hardships, injuries, loss of job and or income etc. There was
no bad debt expense for the years ended December 31, 2006 and 2005.
Amounts billed to insurance companies that remain uncollected are pursued
through legal action and only amounts not recovered after litigation are written
off as bad debts. There was no bad debt expenses for the years ended December
31, 2006 and 2005.
F-2-6
Depreciation
------------
Property and equipment is carried at cost. Depreciation is computed using
the straight-line method at rates calculated to extinguish the assets cost over
their estimated useful lives. For income tax purposes, depreciation is recorded
using accelerated methods of cost recovery over statutory recovery periods.
Income Taxes
------------
The Company with the consent of its stockholder's, has elected under the
Internal Revenue Code to be an "S" corporation. Under this election, income,
losses and credits are included in the individual tax returns of the
stockholders. Therefore, no provision has been made for federal income taxes.
Evaluation of Long-Lived Assets
-------------------------------
The Company reviews property and equipment for impairment whenever events
or changes in circumstances indicate the carrying value may not be recoverable
in accordance with guidance in SFAS No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets." If the carrying value of the long-lived asset
exceeds the present value of the related estimated future cash flows, the asset
would be adjusted to its fair value and an impairment loss would be charged to
operations in the period identified.
Fair Value of Financial Instruments
-----------------------------------
For financial instruments including cash, accounts payable, and accrued
expenses, it was assumed that the carrying amount approximated fair value
because of the short maturities of such instruments.
F-2-7
New Financial Accounting Standards
----------------------------------
In September 2006, the FASB issued SFAS No. 157 "Fair Value Measurements,"
("SFAS 157") which enhances existing guidance for measuring assets and
liabilities using fair value. This standard provides a single definition of fair
value, together with a framework for measuring it, and requires additional
disclosure about the use of fair value to measure assets and liabilities. SFAS
157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. The
Company does not believe that SFAS 157 will have a material impact on its
financial statements.
In February 2007, the FASB issued SFAS No. 159 "The Fair Value Option for
Financial Assets and Financial Liabilities," ("SFAS 159") providing companies
with an option to report selected financial assets and liabilities at fair
value. The standard's objective is to reduce both complexity in accounting for
financial instruments and the volatility in earnings caused by measuring related
assets and liabilities differently. It also requires entities to display the
fair value of those assets and liabilities for which the Company has chosen to
use fair value on the face of the balance sheet. SFAS 159 is effective for
fiscal years beginning after November 15, 2007. The Company is currently
evaluating the impact of the adoption of this Statement on its financial
statements.
2. PROPERTY, OFFICE and EQUIPMENT
December 31,
2006 2005
---- ----
Machinery and equipment $209,998 $246,471
Furniture and fixtures 40,058 32,058
-------- --------
250,056 278,529
Less: accumulated depreciation 196,431 197,562
-------- --------
$ 53,625 $ 80,967
======== ========
Depreciation expense for the year ended December 31, 2006 and 2005 was
$37,096 and $29,891, respectively.
F-2-8
3. DEBT
At December 31, 2006 and 2005, long-term debt consisted of the following:
December 31,
2006 2005
---- ----
Automobile loan, interest at 10.17% per anum,
paid in full July 20, 2006, monthly payment
of $847.10 $ - $ 16,233
Automobile loan, interest at 7.58% per anum,
due September 29, 2010, monthly payment
of $1,004.13 39,223 47,937
------- --------
39,223 64,170
Less: current portion 9,398 (24,947)
------- --------
$29,825 $ 39,223
======= ========
Future minimum payments:
Year Ending December 31,
------------------------
2007 9,398
2008 10,136
2009 10,931
2010 8,758
--------
$ 39,223
========
Interest expense for the years ended December 31, 2006 and 2005 amounted to
$8,368 and $3,182, respectively.
4. CAPITAL STOCK
The Company is authorized to issue 1,000,000 shares of no par common
stock, of which 1,000 shares are outstanding. All the outstanding common stock
is fully paid and non-assessable.
5. COMMITMENTS AND CONTINGENCIES
Leases
------
The Company conducts its operations from leased properties in Florida. Some
of the leases require the Company to pay certain executive costs (such as
insurance and maintenance).
Future minimum lease payments for operating leases are approximately as
follows:
Years Ending
December 31, Amount
------------ ------
2007 $ 50,180
2008 30,020
--------
$ 80,200
========
F-2-9
Total rent expense was approximately $48,560 and $39,160 for the years
ended December 31, 2006 and 2005, respectively.
Consultant
- ----------
In August 2007, Injury & Accident Clinic entered into a one year consulting
agreement with Alfa Investment Fund LLC ("Alfa Investment") which expires in
July 2008. Alfa Investment will be compensated $50,000 in accordance with the
signed consulting agreement.
6. LEGAL PROCEEDINGS
On November 2, 2007, the Company entered into an agreement with State Farm
Insurance Agency ("State Farm") to settle a claim for services rendered in 2001,
2002 and 2003. The original claim was for $559,979. State Farm agreed to pay the
Company $125,000 and pay legal fees incurred by the Company in the amount of
$225,000. The Company has not recorded the claim because of the uncertainty and
the policy is to back when the claim is settled or the money is received. The
Company will reflect the settlement in its financial statements for the year
ending December 31, 2007.
7. SUBSEQUENT EVENTS
On October 31, 2007, Injury & Accident Clinic entered into a share exchange
with the shareholders of Emerging Markets Holdings, Inc. ("Emerging Markets
Holdings") In connection with the share exchange, Emerging Markets Holdings
acquired the assets and assumed the liabilities of Injury & Accident Clinic. For
accounting purposes, the share exchange agreement has been treated as
recapitalization of Injury & Accident Clinic.
As provided for in the share exchange agreement, the stockholders of Injury
& Accident Clinic received 3,800,000 of Emerging Markets Holdings common stock,
representing 54% of the outstanding stock after the acquisition in exchange for
the outstanding shares of Injury & Accident Clinic common stock they held, which
was accounted for as a recapitalization. Immediately following the share
exchange, Emerging Markets Holdings had 7,000,000 common shares issued and
outstanding.
F-2-10
ITEM 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
ITEM 15. Financial Statements and Exhibits.
(a) Financial Statements.
1. Financial Statements of IAC Holdings, Inc. at December 31, 2007 and
2006 (Audited)
Report of Independent Registered Public Accounting Firm
Balance Sheet as of December 31, 2006 and 2005
Statement of Operations, for the years ended December 31, 2006 and 2005 and
the period October 11, 2005 (Date of Formation) through December 31, 2006
Statement of Stockholders' Deficiency, for the years ended December 31,
2006 and 2005 and the period October 11, 2005 (Date of Formation) through
December 31, 2006
Statement of Cash Flows, for the years ended December 31, 2006 and 2005 and
the period October 11, 2005 (Date of Formation) through December 31, 2006
Notes to Financial Statements
2. Unaudited Financial Statements of IAC Holdings, Inc. at September
30, 2007
Balance Sheet as of September 30, 2007 (Unaudited)
Statement of Operations for the three and nine months ended September 30, 2007
and 2006 and for the period October 11, 2005 (Date of Formation) through
September 30, 2007 (Unaudited)
Statement of Stockholders' Deficiency, period October 11, 2005 (Date of
Formation) through September 30, 2007 (Unaudited)
19
Statement of Cash Flows for the nine months ended September 30, 2007 and 2006
and for the period October 11, 2005 (Date of Formation) through September 30,
2007 (Unaudited)
Notes to Unaudited Financial Statements
3. Audited Financial Statements of Injury & Accident Clinic, Inc.
Report of Independent Registered Accounting Firm
Balance Sheets as of December 31, 2006 and 2005
Statement of Operations, for the years ended December 31, 2006 and 2005
Statement of Changes in Stockholders' Equity, Years ended December 31, 2006
and 2005
Statement of Cash Flows, for the years ended December 31, 2006 and 2005
Notes to Financial Statements
(b) Exhibits.
- --------------------------------------------------------------------------------
Exhibit No. Description
- --------------------------------------------------------------------------------
3.1 Articles of Incorporation (incorporated by reference to Exhibit
3.1 to Amendment No. 2 to the Company's Registration Statement on
Form SB-2, filed with the Securities and Exchange Commission on
December 12, 2006).
- --------------------------------------------------------------------------------
3.1a Articles of Amendment, filed January 28, 2008, filed herewith.
- --------------------------------------------------------------------------------
3.1b Articles of Amendment, filed February, 2008, filed herewith.
- --------------------------------------------------------------------------------
3.2 By-Laws (incorporated by reference to Exhibit 3.2 to Amendment
No. 2 to the Company's Registration Statement on Form SB-2, filed
with the Securities and Exchange Commission on December 12,
2006).
- --------------------------------------------------------------------------------
4.1 Specimen Stock Certificate (incorporated by reference to Exhibit
4.1 to Amendment No. 2 to the Company's Registration Statement on
Form SB-2, filed with the Securities and Exchange Commission on
December 12, 2006).
- --------------------------------------------------------------------------------
10.1 Form of Subscription Agreement (incorporated by reference to
Exhibit 10.1 to Amendment No. 2 to the Company's Registration
Statement on Form SB-2, filed with the Securities and Exchange
Commission on December 12, 2006).
- --------------------------------------------------------------------------------
10.2 Agreement of Advance Funds (incorporated by reference to Exhibit
10.2 to Amendment No. 2 to the Company's Registration Statement
on Form SB-2, filed with the Securities and Exchange Commission
on December 12, 2006).
- --------------------------------------------------------------------------------
10.3 Share Exchange Agreement, dated October 31, 2007, by and between
the Company and Injury & Accident Clinic Inc., filed herewith.
- --------------------------------------------------------------------------------
21 Subsidiaries of Registrant, filed herewith.
- --------------------------------------------------------------------------------
20
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
By: /s/ Christine Nguyen
--------------------
Christine Nguyen
Title: President/CEO
Dated: February 22, 2008
21