EX-99 4 exhibit99-2.txt Form 8-K/A Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The following Unaudited Pro Forma Combined Financial Statements of Disease Sciences, Inc. ("DSSC") and Iceweb, Inc. ("Iceweb") gives effect to the merger between DSSC and Iceweb under the purchase method of accounting prescribed by Accounting Principles Board Opinion No. 16, Business Combinations. These pro forma statements are presented for illustrative purposes only. The pro forma adjustments are based upon available information and assumptions that management believes are reasonable. The Unaudited Pro Forma Combined Financial Statements do not purport to represent what the results of operations or financial position of DSSC would actually have been if the merger had in fact occurred on February 1, 2001 or nor do they purport to project the results of operations or financial position of DSSC for any future period or as of any date, respectively. The acquisition of Iceweb by DSSC has been accounted for as a reverse acquisition under the purchase method for business combinations. The combination of the two companies is recorded as a recapitalization of Iceweb, pursuant to which Iceweb is treated as the continuing entity. These Unaudited Pro Forma Combined Financial Statements do not give effect to any restructuring costs or to any potential cost savings or other operating efficiencies that could result from the merger between DSSC and Iceweb. The financial statements of DSSC for the year ended January 31, 2002, are derived from audited financial statements and are included in the Form 10-KSB as filed by DSSC on May 16, 2002, with the Securities and Exchange Commission. The financial statements of DSSC for the two months ended March 31, 2002, are derived from unaudited financial statements and will be included in the Form 10-QSB to be filed by DSSC for the quarter ending April 30, 2002, with the Securities and Exchange Commission. You should read the financial information in this section along with DSSC's historical financial statements and accompanying notes in prior Securities and Exchange Commission filings and in this amended Current Report on Form 8-K. DISEASE SCIENCES, INC Unaudited Pro Forma Combined Balance Sheet March 31, 2002 Pro Forma Adjustments ----------------------------- DSSC ICEW DR CR Pro Forma -------- --------- ------- ------- --------- ASSETS Current assets: Cash and cash 5,474 3,825 0 0 9,299 equivalents Accounts receivable 0 42,713 0 0 42,713 Prepaid expense 0 0 0 0 0 Total current assets 5,474 46,538 0 0 52,013 Property and 0 121,515 0 0 121,515 equipment, net Other assets Trademarks and 0 79,053 0 0 79,053 intangibles Deposits 0 0 0 0 0 Due from related party 0 84,857 0 0 84,857 Total other assets 0 163,910 0 0 163,910 Total assets 5,474 331,963 0 0 337,438 LIABILITIES and STOCKHOLDERS DEFICIT Current liabilities: Accounts payable 33,286 268,225 0 0 301,511 Note payable 97,000 0 0 0 97,000 Line of credit 0 403,015 0 0 403,015 Due to related party 0 0 0 0 0 Deferred revenue 0 5,000 0 0 5,000 Total current 130,286 676,240 0 0 806,526 liabilities Stockholders Deficit Common stock 10,727 27,720 27,720 18,711 29,438 Treasury stock 0 0 5,600 5,600 0 Additional paid in 726,012 1,667,971 880,262 27,720 1,541,441 capital Note receivable (200,000) 0 0 200,000 0 Accumulated deficit (661,551) (2,039,967) 0 661,551 (2,039,967) Total stockholders (124,812) (344,277) 0 0 (469,088) deficit Total liabilities 5,474 331,963 0 0 337,438 and stockholders deficit 2 DISEASE SCIENCES, INC. Unaudited Pro Forma Combined Statements of Operations Year Ended January 31, 2002 DSSC ICEW DR CR Pro Forma --------- ----------- ---- ---- ---------- Revenues 0 297,239 297,239 Cost of sales 0 69,900 69,900 Gross profit 0 227,339 227,339 Operating expenses: Salaries and 258,650 523,609 782,259 employee benefits Professional fees 110,706 47,331 158,037 Other selling, 179,857 336,419 516,276 general and administrative Marketing 49,287 32,589 81,876 Total operating 598,500 939,948 1,538,448 expense Operating loss (598,500) (712,608) (1,311,108) Other income and expense Other income 3,838 1,438 5,276 Other expense 8,275 34,199 42,474 Depreciation and 0 127,548 127,548 amortization Gain or loss on 0 193,792 193,792 disposal Total other income 4,437 354,101 358,538 and expense Net loss (602,937) (1,066,709) (1,669,646) Net loss per $(.07) $(.04) $(.06) weighted shares outstanding 3 DISEASE SCIENCES, INC. Unaudited Pro Forma Combined Statements of Operations For the two month period Ended March 31, 2002 DSSC ICEW DR CR Pro Forma --------- ----------- ---- ---- ---------- Revenues 0 53,105 53,105 Cost of sales 0 19,962 19,962 Gross profit 0 40,143 40,143 Operating expenses: Salaries and 46,498 64,480 110,978 employee benefits Professional fees (11,967) 3,253 (8,715) Other selling, 17,695 51,729 69,424 general and administrative Marketing 6,309 2,074 8,383 ----------------------- ---------- Total operating 58,535 121,535 180,070 expense Operating loss (58,535) (81,392) (139,927) Other income and expense Other income 0 0 0 Other expense 0 3,369 3,369 Depreciation and 0 13,370 13,370 amortization Gain or loss on 0 2,117 2,117 disposal Total other income 0 19,217 19,217 and expense Net loss (58,535) (100,608) (159,144) Net loss per $(.01) $(.00) $(.01) weighted shares outstanding 4 DISEASE SCIENCES, INC. Unaudited Pro Forma Adjustments Pro Forma adjustments reflect the following transaction: Pro Forma adjustments - Appearing on the Balance Sheet January 31, 2002 DR CR -------- -------- Common Stock $5,000 Additional paid in capital $5,000 To record 5,000,000 shares of Iceweb treasury stock Cancelled as part of the merger agreement Additional paid in capital $194,400 Treasury stock $5,600 Note receivable $200,000 To record the 5,600,000 shares of DSSC stock turned back to DSSC as part of the Shares issued to Iceweb shareholders; as part of this transaction the Note Receivable due from DSSC Company Officers for the purchase of stock options was reduced to $0. Common stock $22,720 Additional paid in capital $22,720 Additional paid in capital $685,682 Common stock $24,311 Accumulated deficit $661,551 To record the issuance of approximately 24,311,000 shares of DSSC stock for all of the Outstanding Iceweb shares. The acquisition has been accounted for as a reverse acquisition under the purchase method for business combinations. The combination of the two companies is recorded as a recapitalization of Iceweb, pursuant to which Iceweb is treated as the continuing entity. 5