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OhManIDied

04/23/14 4:04 PM

#5098 RE: OhManIDied #5097

Subsequent to December 31, 2013, the Company issued a total of 40,256,933 and 15,000,000 shares of Common Stock upon conversion of Series B shares and Series C shares, respectively.

On March 26, 2014 the Company sold all of its interest in Pet Airways, Inc. to The Watermark Company, Inc., a corporation controlled by Daniel Wiesel and Alysa Binder, both officers and directors of the Company. The consideration for the sale of Pet Airways, Inc. was the relief gained through the sale from debts of Pet Airways, Inc. totaling approximately $1,000,000. The Company retains the ownership of the flight reservation system developed by the Company; however, Pet Airways, Inc. retains a royalty free license to utilize the system in perpetuity. A sale of the flight reservation system is being considered.

On March 31, 2014, the Board of Directors voted to elect John Garbino and Edward Kurtz as members of the Board of Directors.

On March 26, 2014, the Company issued 60,000,000 Common Stock shares to Daniel Wiesel and Alysa Binder, both officers and directors of the Company, pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933. The shares were issued in consideration of the cancellation of accrued, yet unpaid wages through December 31, 2013 and the agreement by The Watermark Company, Inc., a corporation controlled by the Daniel Wiesel and Alysa Binder, to purchase the Company’s interest in Pet Airways, Inc., a subsidiary through which the Company formerly operated its discontinued pet airline. The sale of Pet Airways, Inc. relieves the Company of debts totaling approximately $1,000,000. The Company had agreed, in principle, to allow Mr. Wiesel and Ms. Binder to reacquire Pet Airways and settle their outstanding unpaid wages as soon as the acquisition of PDC/MESA was complete. The Company retains the ownership of the flight reservation system developed by the Company; however, Pet Airways, Inc. retains a royalty free license to utilize the system in perpetuity. A sale of the flight reservation system is being considered.

The following table summarizes the unaudited pro forma consolidated results of operations as though the Company and PDC-CA acquisition had occurred on January 1, 2012 as well as the disposition of Pet Airways, Inc. in March 2014:

For the Year Ended
December 31, 2013 For the Year Ended
December 31, 2012
(UNAUDITED) (UNAUDITED)
As Reported Pro Forma As Reported Pro Forma
Net revenues $ - $ 8,246,609 $ - $ 9,944,039

Loss from operations (5,437,025 ) (97,705 ) (879,244 ) (8,258,103 )

Loss per common share:
Basic and Diluted $ (0.05 ) $ (0.00 ) $ (0.01 ) $ (0.12 )

The unaudited pro forma consolidated income statements are for informational purposes only and should not be considered indicative of actual results that would have been achieved if the Company’s PDC-CA acquisition, and disposition of Pet Airways, Inc. in March 2014 had been completed at the beginning of 2012, or results that may be obtained in any future period.

On March 26, 2014, the Company issued 7,441,584 Common Stock shares to the Daniel T Zagorin Family Trust in exchange for $500,000 in cash.

On March 26, 2014, the Company changed its name to “Praxsyn Corporation” and increased the number of authorized shares of common stock to 1,400,000,000 shares.

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HEMIsphere05

04/23/14 4:47 PM

#5108 RE: OhManIDied #5097

Doesn't look very good...significant losses