Click here to close now.

Welcome!

.NET Authors: Greg O'Connor, Jayaram Krishnaswamy, Adine Deford, Peter Silva, Pat Romanski

News Feed Item

CapGain Properties Inc. Releases Pro Forma Data

LAKE IN THE HILLS, ILLINOIS -- (Marketwire) -- 01/24/13 -- In light of the completion of its Qualifying Transaction with Big Mojo Capital Inc., CapGain Properties Inc. (TSX VENTURE:CPP) ("CapGain") is releasing key pro forma data concerning the resulting issuer, as contained below:


Pro Forma Consolidated Statement of Financial Positions                     
Expressed in United States Dollars                                          
As of September 30, 2012                                                    
(Unaudited)                                                                 
                                                                            
                                                                  Pro Forma 
                                                               Consolidated 
                                        CapGain     Pro Forma       CapGain 
                         Big Mojo    Properties   Adjustments    Properties 
                     Capital Inc.          Inc.       (Note 4)         Inc. 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                              US$           US$           US$           US$ 
ASSETS                                                                      
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Current                                                                     
 Cash and cash                                                              
  equivalents                  25       164,014    311,500 (a)      414,039 
                                                  (61,500) (c)              
 Goods and services                                                         
  taxes recoverable                       5,835                       5,835 
 Prepaid expenses                                                           
  and deposits                            1,000                       1,000 
 Real estate                                                                
  inventories                         7,485,000                   7,485,000 
 Prepaid qualifying                                                         
  transaction cost                      135,010  (135,010) (c)              
----------------------------------------------------------------------------
----------------------------------------------------------------------------
  Total current                                                             
   assets                      25     7,790,859                   7,905,874 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total assets                   25     7,790,859                   7,905,874 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
LIABILITIES                                                                 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Current                                                                     
 Accounts payable                                                           
  and accrued                                                               
  liabilities              73,865        56,651                     130,516 
 Mortgage payable                       754,150                     754,150 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
  Total current                                                             
   liabilities             73,865       810,801                     884,666 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Due to a related                                                            
 party                                   99,726                      99,726 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                        910,527                     984,392 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
SHAREHOLDERS' EQUITY                                                        
----------------------------------------------------------------------------
----------------------------------------------------------------------------
 Common Shares            211,625     6,397,981    311,500 (a)    8,346,770 
                                                   907,637 (a)              
                                                     5,000 (b)              
                                                   724,652 (d)              
                                                 (211,625) (d)              
 Preferred shares,                                                          
  series A                              907,637    907,637 (a)              
 Contributed surplus                                97,000 (c)      156,261 
                                                    41,439 (c)              
                                                    17,822 (c)              
 Reserves                  51,684                 (51,684) (d)              
 Deficit                 (337,148)     (425,286)   (5,000) (b)   (1,581,549)
                                                  (97,000) (c)              
                                                  (41,439) (c)              
                                                  (17,822) (c)              
                                                 (135,010) (c)              
                                                  (61,500) (c)              
                                                   337,148 (d)              
                                                 (798,492) (d)              
----------------------------------------------------------------------------
----------------------------------------------------------------------------
  Total                                                                     
   shareholders'                                                            
   equity                 (73,840)    6,880,332                   6,921,482 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total liabilities                                                           
 and shareholders'                                                          
 equity                        25     7,790,859                   7,905,874 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Pro forma assumptions and adjustments

The pro forma consolidated statement of financial position includes the following pro forma assumptions and adjustments:

(a) The Corporation will issue a total of 33,440,486 Common Shares in exchange for 33,440,486 issued Common Shares of CapGain and 4,538,185 Common Shares in exchange for the issued 4,538,185 Preferred Shares, Series A of CapGain. In addition, the Corporation will issue one Common Share in exchange for each Common Share of CapGain issued by CapGain through the Private Placement. The Private Placement expects to raise $550,000 from the issuance of 5,500,000 Common Shares at $0.10 per share, of which, 2,385,000 common shares amounting to $238,500 was raised as of September 30, 2012.

(b) Sponsorship shares were issued to Union Securities, Ltd. totaling 50,000 common shares at $0.10 per share as partial compensation for acting as Sponsor. The amount of $5,000 was charged to Deficit.

(c) Options to acquire common shares of the Corporation at an exercise price of $0.10 per share, for up to 1,300,000 common shares were granted to directors of the Corporation. The value assigned for each option is $0.07 and in total amount of $97,000 which has been recorded under contributed surplus. The fair value of the options has been estimated using the Black Scholes option pricing model with the following assumptions: Exercise and share price $0.10; Risk-free interest rate 1.64%; Expected volatility 100%; Expected dividend yield Nil; Weighted average life 5 years; and Forfeiture rate Nil.

Prior to the proposed Qualifying Transaction, the Corporation had granted 400,000 stock options to its officers and directors. The options will expire 90 days following cessation of office, directorship or technical consulting arrangement. Upon completion of the Qualifying Transactions, holders of the 300,000 stock options will no longer continue as officers and directors of the Corporation, hence, CapGain, being the accounting parent, was deemed to have issued replacement options to provide opportunity to the former officers and directors to exercise their options within 90 days from the date of the completion of Qualifying Transaction. In addition, replacement options were also issued for the existing 100,000 stock options owned by a director of the Corporation who will continue as a director of the consolidated entity.

Consequently, additional share-based payment expense was recorded in the amount of $41.439. The Corporation also has Agent's Options of 200,000 outstanding and exercisable as at September 30, 2012. These options have an exercise price of $0.10 per share and expire on March 7, 2013. Costs incurred related to the Qualifying Transaction were written off to Deficit in the amount of $135,010. Additional transaction costs totaling $61,500 were incurred and charged to Deficit. The existing 400,000 stock options granted to directors and officers of the Corporation, 200,000 existing agent options and costs incurred related to the Qualifying Transactions are a portion of the consideration for the transaction.

(d) IFRS 2 states that for equity-settled share based payment transactions, the entity shall measure the goods or services received, and the corresponding increase in equity, directly, at the fair value of the goods or services received, unless the fair value cannot be estimated reliably. If the entity cannot estimate reliably the fair value of the goods or services received, the entity will measure their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted. When the transaction is accounted for under IFRS 2, no goodwill will arise on the transaction; rather the amount is recognized as a listing expense in Profit and Loss, eventually to Deficit.

The transactions described in the Share Purchase Agreement in Note 3 will result in the elimination of the Corporation's equity accounts as at September 30, 2012, along with the recognition of the fair value of the consideration granted by CapGain for the net liabilities of the Corporation, the difference being treated as a listing expense. The fair value of the common shares of the Corporation was calculated at a deemed price of $0.181163 per share.

Consideration (in US $)

Fair value of common shares issued (4,000,000 shares at $0.181163): 724,652

Fair value of replacement stock options granted to former officers and directors of the Corporation (400,000 stock options): 41,439

Fair value of agent stock options (200,000 stock options): 17,822

Transaction costs: 201,510

Total: 985,423

Net liability received

Cash: 25

Accounts payable and accrued liabilities: (73,865)

Total: (73,840)

Listing expense: 1,059,263

About CapGain

CapGain is an investment company that purchases, re-structures when applicable, and sells real estate in the United States, with a forward moving focus on income producing real estate. CapGain's contacts within the real estate and finance industries allow the purchase of properties significantly below market value.

Additional information on the operations or financial results of CapGain is included in reports on file with applicable securities regulatory authorities and may be accessed through the TMX website (www.tmx.com) and the SEDAR website (www.sedar.com) under the profile for CapGain.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements included in this report and the documents that we incorporate by reference, are forward-looking statements and can generally be identified by words such as "will," "allow," "outlook," or the negative of these terms, and other comparable terminology.

Various risks and other factors could cause actual results, and actual events that occur, to differ materially from those contemplated by the forward looking statements, such as whether CapGain is able to meet price, performance, quality and delivery requirements. Although CapGain believes that the expectations represented by any forward-looking statements and forward-looking information contained herein are reasonable based on the information available to them on the date of this document, management cannot assure investors that actual results, performance or achievements will be consistent with these forward-looking statements or forward-looking information. CapGain undertakes no obligation to update the information in this press release to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated or unanticipated events.

The TSXV has neither approved nor disapproved the contents of this press release. The TSXV does not accept responsibility for the adequacy or accuracy of this release.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

@ThingsExpo Stories
The WebRTC Summit 2014 New York, to be held June 9-11, 2015, at the Javits Center in New York, NY, announces that its Call for Papers is open. Topics include all aspects of improving IT delivery by eliminating waste through automated business models leveraging cloud technologies. WebRTC Summit is co-located with 16th International Cloud Expo, @ThingsExpo, Big Data Expo, and DevOps Summit.
SYS-CON Media announced today that @WebRTCSummit Blog, the largest WebRTC resource in the world, has been launched. @WebRTCSummit Blog offers top articles, news stories, and blog posts from the world's well-known experts and guarantees better exposure for its authors than any other publication. @WebRTCSummit Blog can be bookmarked ▸ Here @WebRTCSummit conference site can be bookmarked ▸ Here
SYS-CON Events announced today that Cisco, the worldwide leader in IT that transforms how people connect, communicate and collaborate, has been named “Gold Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Cisco makes amazing things happen by connecting the unconnected. Cisco has shaped the future of the Internet by becoming the worldwide leader in transforming how people connect, communicate and collaborate. Cisco and our partners are building the platform for the Internet of Everything by connecting the...
Wearable technology was dominant at this year’s International Consumer Electronics Show (CES) , and MWC was no exception to this trend. New versions of favorites, such as the Samsung Gear (three new products were released: the Gear 2, the Gear 2 Neo and the Gear Fit), shared the limelight with new wearables like Pebble Time Steel (the new premium version of the company’s previously released smartwatch) and the LG Watch Urbane. The most dramatic difference at MWC was an emphasis on presenting wearables as fashion accessories and moving away from the original clunky technology associated with t...
Temasys has announced senior management additions to its team. Joining are David Holloway as Vice President of Commercial and Nadine Yap as Vice President of Product. Over the past 12 months Temasys has doubled in size as it adds new customers and expands the development of its Skylink platform. Skylink leads the charge to move WebRTC, traditionally seen as a desktop, browser based technology, to become a ubiquitous web communications technology on web and mobile, as well as Internet of Things compatible devices.
SYS-CON Events announced today that robomq.io will exhibit at SYS-CON's @ThingsExpo, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. robomq.io is an interoperable and composable platform that connects any device to any application. It helps systems integrators and the solution providers build new and innovative products and service for industries requiring monitoring or intelligence from devices and sensors.
Docker is an excellent platform for organizations interested in running microservices. It offers portability and consistency between development and production environments, quick provisioning times, and a simple way to isolate services. In his session at DevOps Summit at 16th Cloud Expo, Shannon Williams, co-founder of Rancher Labs, will walk through these and other benefits of using Docker to run microservices, and provide an overview of RancherOS, a minimalist distribution of Linux designed expressly to run Docker. He will also discuss Rancher, an orchestration and service discovery platf...
SYS-CON Events announced today that Akana, formerly SOA Software, has been named “Bronze Sponsor” of SYS-CON's 16th International Cloud Expo® New York, which will take place June 9-11, 2015, at the Javits Center in New York City, NY. Akana’s comprehensive suite of API Management, API Security, Integrated SOA Governance, and Cloud Integration solutions helps businesses accelerate digital transformation by securely extending their reach across multiple channels – mobile, cloud and Internet of Things. Akana enables enterprises to share data as APIs, connect and integrate applications, drive part...
SYS-CON Events announced today that Vitria Technology, Inc. will exhibit at SYS-CON’s @ThingsExpo, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Vitria will showcase the company’s new IoT Analytics Platform through live demonstrations at booth #330. Vitria’s IoT Analytics Platform, fully integrated and powered by an operational intelligence engine, enables customers to rapidly build and operationalize advanced analytics to deliver timely business outcomes for use cases across the industrial, enterprise, and consumer segments.
SYS-CON Events announced today that Solgenia will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY, and the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Solgenia is the global market leader in Cloud Collaboration and Cloud Infrastructure software solutions. Designed to “Bridge the Gap” between Personal and Professional Social, Mobile and Cloud user experiences, our solutions help large and medium-sized organizations dr...
SYS-CON Events announced today that Liaison Technologies, a leading provider of data management and integration cloud services and solutions, has been named "Silver Sponsor" of SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York, NY. Liaison Technologies is a recognized market leader in providing cloud-enabled data integration and data management solutions to break down complex information barriers, enabling enterprises to make smarter decisions, faster.
Cloud is not a commodity. And no matter what you call it, computing doesn’t come out of the sky. It comes from physical hardware inside brick and mortar facilities connected by hundreds of miles of networking cable. And no two clouds are built the same way. SoftLayer gives you the highest performing cloud infrastructure available. One platform that takes data centers around the world that are full of the widest range of cloud computing options, and then integrates and automates everything. Join SoftLayer on June 9 at 16th Cloud Expo to learn about IBM Cloud's SoftLayer platform, explore se...
@ThingsExpo has been named the Top 5 Most Influential M2M Brand by Onalytica in the ‘Machine to Machine: Top 100 Influencers and Brands.' Onalytica analyzed the online debate on M2M by looking at over 85,000 tweets to provide the most influential individuals and brands that drive the discussion. According to Onalytica the "analysis showed a very engaged community with a lot of interactive tweets. The M2M discussion seems to be more fragmented and driven by some of the major brands present in the M2M space. This really allows some room for influential individuals to create more high value inter...
The world's leading Cloud event, Cloud Expo has launched Microservices Journal on the SYS-CON.com portal, featuring over 19,000 original articles, news stories, features, and blog entries. DevOps Journal is focused on this critical enterprise IT topic in the world of cloud computing. Microservices Journal offers top articles, news stories, and blog posts from the world's well-known experts and guarantees better exposure for its authors than any other publication. Follow new article posts on Twitter at @MicroservicesE
SYS-CON Events announced today the IoT Bootcamp – Jumpstart Your IoT Strategy, being held June 9–10, 2015, in conjunction with 16th Cloud Expo and Internet of @ThingsExpo at the Javits Center in New York City. This is your chance to jumpstart your IoT strategy. Combined with real-world scenarios and use cases, the IoT Bootcamp is not just based on presentations but includes hands-on demos and walkthroughs. We will introduce you to a variety of Do-It-Yourself IoT platforms including Arduino, Raspberry Pi, BeagleBone, Spark and Intel Edison. You will also get an overview of cloud technologies s...
SYS-CON Events announced today that SafeLogic has been named “Bag Sponsor” of SYS-CON's 16th International Cloud Expo® New York, which will take place June 9-11, 2015, at the Javits Center in New York City, NY. SafeLogic provides security products for applications in mobile and server/appliance environments. SafeLogic’s flagship product CryptoComply is a FIPS 140-2 validated cryptographic engine designed to secure data on servers, workstations, appliances, mobile devices, and in the Cloud.
Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities. Accordingly, attendees at the upcoming 16th Cloud Expo at the Javits Center in New York June 9-11 will find fresh new content in a new track called PaaS | Containers & Microservices Containers are not being considered for the first time by the cloud community, but a current era of re-consideration has pushed them to the top of the cloud agenda. With the launch of Docker's initial release in March of 2013, interest was revved up several notches. Then late last...
SOA Software has changed its name to Akana. With roots in Web Services and SOA Governance, Akana has established itself as a leader in API Management and is expanding into cloud integration as an alternative to the traditional heavyweight enterprise service bus (ESB). The company recently announced that it achieved more than 90% year-over-year growth. As Akana, the company now addresses the evolution and diversification of SOA, unifying security, management, and DevOps across SOA, APIs, microservices, and more.
After making a doctor’s appointment via your mobile device, you receive a calendar invite. The day of your appointment, you get a reminder with the doctor’s location and contact information. As you enter the doctor’s exam room, the medical team is equipped with the latest tablet containing your medical history – he or she makes real time updates to your medical file. At the end of your visit, you receive an electronic prescription to your preferred pharmacy and can schedule your next appointment.
The Open Compute Project is a collective effort by Facebook and a number of players in the datacenter industry to bring lessons learned from the social media giant's giant IT deployment to the rest of the world. Datacenters account for 3% of global electricity consumption – about the same as all of Switzerland or the Czech Republic -- according to people I met at the recent Open Compute Summit in San Jose. With increasing mobility at the edge of the cloud and vast new dataflows being predicted with the growth of the Internet of Things (and The Coming Age of Many Zettabytes) in the near...