NOTE 4 - FRESH START ACCOUNTING

On July 12, 2013, the Company adopted fresh start accounting and reporting in accordance with Topic ASC 852. The Company was required to apply the provisions of fresh start reporting to its financial statements, as the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the emerging entity and the reorganization value of the Predecessor Company’s assets immediately before the date of confirmation was less than the post-petition liabilities and allowed claims.

Fresh start accounting and reporting generally requires resetting the historical net book value of assets and liabilities to fair value as of the Effective Date by allocating the entity’s enterprise value as set forth in the Reorganization Plan to its assets and liabilities pursuant to accounting guidance related to business combinations. The financial statements as of the Effective Date report the results of the Successor Company with no beginning retained earnings or accumulated deficit. Any presentation of the Successor Company represents the financial position and results of operations of a new reporting entity and is not comparable to prior periods. The unaudited condensed consolidated financial statements for periods ended prior to the Effective Date do not include the effect of any changes in capital structure or changes in the fair value of assets and liabilities as a result of fresh start accounting.

In accordance with ASC Topic 852, the Predecessor Company’s pre-emergence charges to earnings of $778, recorded as reorganization items result from certain costs and expenses relating to the Reorganization Plan becoming effective, including the cancellation of certain debt upon issuance of new equity.

Methodology, Analysis and Assumptions

The Company determined that the fair value of the Company (“Reorganization Value”) on the Effective date to be minimal.

The Company’s valuation was based upon a discounted cash flow methodology, which included a calculation of the present value of expected un-levered after-tax free cash flows reflected in the Company’s long-term financial projections, including the calculation of the present value of the terminal value of cash flows, and supporting analysis that included a comparison of selected financial data of the Company with similar data of other publicly held companies comparable to ours in terms of end markets, operational characteristics, growth prospects and geographical footprint. The Company also considered precedent transaction analysis but ultimately determined there was insufficient data for a meaningful analysis.

	July 12, 2013
	Predecessor		Reorganization
	Company		Adjustments			Successor Company
ASSETS
Current assets
Cash and cash equivalents	$	717	$	-		$	717
Prepaid expenses and other current assets		237					237
Total current assets		954		-			954
TOTAL ASSETS	$	954	$	-		$	954

LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued expenses	$	15,566	$	(15,395)	(2)	$	171
Note payable		2,614		(2,614)	(3)		-
Total current liabilities		18,180		(18,009)			171
TOTAL LIABILITIES		18,180		(18,009)			171

COMMITMENTS AND CONTINGENCIES		-		-			-

SHAREHOLDERS' (DEFICIT) EQUITY

Convertible preferred stock - par value $.000001, 5,000,000,000 shares authorized, 4,600,000,000 shares issued and outstanding at July 11, 2013; no shares authorized, issued or outstanding at June 30, 2013		-		5	(3)		5

Common stock - par value $.000001, 100,000,000,000 shares authorized, 400,000,000 shares issued and outstanding at July 11, 2013; par value $.01, 100,000,000 authorized and outstanding at June 30, 2013.		1,000		(1,000)	(1)		-
Additional paid-in capital		182,281		(182,281)	(4)		-
				778	(5)		778
Common stock, held in treasury, at cost, 0 and 681,509 shares at July 11, 2013 and June 30, 2013, respectively.		(4,981)		4,981	(4)		-
Accumulated income (deficit)		(195,526)		195,526	(1)		-

TOTAL SHAREHOLDERS' (DEFICIT) EQUITY		(17,226)		18,009			783
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY	$	954	$	-		$	954

1) To reduce the total par value of stock held by the pre-petition stockholders to $100, in accordance with the new post-bankruptcy capital structure

2) To record conversion of pre-petition Accounts Payable to 300,000,000, $0.000001 par value common shares, in accordance with the new post-bankruptcy capital structure

3) To record conversion of note payable to 4,600,000,000, $0.000001 par value shares of convertible preferred stock, in accordance with the new post-bankruptcy petition capital structure

4) To eliminate Treasury Stock. APIC and Accumulated Deficit as of July 11, 2013

5) Elimination of Predecessor Company accumulated deficit July 1, 2013 to July 11, 2013