Exhibit 10.27 


 


UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION FOR


THE


TWELVE MONTHS ENDED DECEMBER 31, 2014
AND THE SIX MONTHS ENDED


JUNE 30, 2015


 


On May 6, 2015, MyECheck purchased all the shares of Seergate,
a foreign Israel company, under a Share Purchase Agreement by issuing to Seergate’s stockholder’ one hundred fifty
million (150,000,000) MyECheck ordinary shares. MyECheck issued to Seergate’s stockholders one Seergate ordinary share for
each share of MyECheck common stock outstanding and thereby became the parent of Seergate. Immediately after the consummation of
the acquisition, MyECheck stockholders, in the aggregate, owned approximately 100% of the combined company’s ordinary shares
on a fully diluted basis (using the treasury stock method). Accordingly, the acquisition was accounted for as a business combination
and the purchase price consideration was allocated to the tangible and intangible assets acquired and liabilities assumed from
Seergate.


 


The following Unaudited Pro Forma Condensed Combined Statement
of Operations for the six months ended June 30, 2015 and for the year ended December 31, 2014 combines the historical consolidated
statements of operations of MyECheck and Seergate, giving effect to the acquisition as if it had been consummated on January 1,
2014. Assumptions and estimates underlying the unaudited pro forma adjustments are described in these notes, which should be read
in conjunction with the Unaudited Pro Forma Condensed Combined Financial Information.


 


The pro forma combined financial information has been prepared
in accordance with SEC Regulation S-X Article 11. The pro forma combined financial information is presented for illustrative purposes
only and is not necessarily indicative of the combined operating results that would have occurred if the acquisition had been consummated
on the dates and in accordance with the assumptions described herein, nor is it necessarily indicative of future results of operations
of the combined company.


 


These Unaudited Pro Forma Condensed Combined Statement of Operations
have been developed from and should be read in conjunction with the audited consolidated financial statements of MyECheck contained
in its Registration Statement on Form 10 for the fiscal year ended December 31, 2014, incorporated herein by reference, Exhibit
10.27 as well as the Seergate audited consolidated financial statements as of and for the years ended December 31, 2014 and 2013,
incorporated herein by reference, Exhibit 10.26.


 




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MYECHECK, INC. AND SUBSIDIARIES


UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS


FOR THE TWELVE MONTHS ENDED DECEMBER
31, 2014


 








	 	 	 	 	 	USD	 	 	Pro Forma	 	 	Pro Forma for	 
	 	 	MyECheck	 	 	Seergate	 	 	Adjustments	 	 	Seergate Acquisition	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revenues	 	$	952,156	 	 	 	-	 	 	 	-	 	 	$	952,159	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cost of Revenues	 	 	99,976	 	 	 	-	 	 	 	-	 	 	 	99,976	 
	Gross Profit	 	 	852,180	 	 	 	-	 	 	 	-	 	 	 	852,180	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	General and administrative	 	 	1,203,794	 	 	 	305,892	 	 	 	 	 	 	 	1,509,686	 
	Loss from disposal of assets	 	 	-	 	 	 	13,289	 	 	 	-	 	 	 	13,289	 
	Research and development	 	 	254,580	 	 	 	199,765	 	 	 	643,952	(a)	 	 	1,098,297	 
	Total Operating Expenses	 	 	1,458,374	 	 	 	518,946	 	 	 	643,952	 	 	 	2,621,272	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Income or (Loss) from Operations	 	 	(606,194	)	 	 	(518,946	)	 	 	(643,952	)	 	 	(1,769,092	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Income/(Expense)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Derivative liability	 	 	(488,246	)	 	 	-	 	 	 	-	 	 	 	(488,246	)
	Change in fair value of derivative liabilities	 	 	48,878	 	 	 	-	 	 	 	-	 	 	 	48,878	 
	Interest expense net of interest income	 	 	(24,266	)	 	 	(44,549	)	 	 	40,673	(c)	 	 	(28,142	)
	Loss on convertible note	 	 	(62,980	)	 	 	-	 	 	 	-	 	 	 	(62,980	)
	Other income cost recovery	 	 	140,685	 	 	 	-	 	 	 	-	 	 	 	140,685	 
	Total Other Income/(Expense)	 	 	(385,929	)	 	 	(44,549	)	 	 	40,673	 	 	 	(389,805	)
	Net income or (loss) before income taxes	 	 	(992,123	)	 	 	(563,495	)	 	 	(603,279	)	 	 	(2,158,897	)
	Provision for income taxes	 	 	(800	)	 	 	-	 	 	 	-	 	 	 	(800	)
	Net (Loss) or
    Income	 	$	(992,923	)	 	$	(563,495	)	 	$	(603,279	)	 	$	(2,159,697	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net income (loss) per common share	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Basic	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	Diluted	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Weighted average common shares outstanding	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Basic	 	 	4,198,671,107	 	 	 	 	 	 	 	150,000,000	(b)	 	 	4,348,671,107	 
	Diluted	 	 	4.198.671,107	 	 	 	 	 	 	 	150,000,000	(b)	 	 	4,348,671,107	 











 


See accompanying Notes to Unaudited Pro
Forma Condensed Combined Financial Statements, which are an


Integral part of these statements.


 




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MYECHECK, INC. AND SUBSIDIARIES


UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS


FOR THE SIX MONTHS ENDED JUNE 30, 2015


 


	 	 	MyECheck	 	 	USD	 	 	 	 	 	 	 
	 	 	Inc.	 	 	Seergate	 	 	Pro Forma	 	 	MyECheck, Inc.	 
	 	 	Historical	 	 	Historical	 	 	Adjustments	 	 	Pro
    Forma	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revenues	 	$	558,109	 	 	$	-	 	 	$	-	 	 	$	558,109	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cost of Revenues	 	 	2,344	 	 	 	-	 	 	 	-	 	 	 	2,344	 
	Gross Profit	 	 	555,765	 	 	 	-	 	 	 	-	 	 	 	555,765	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	General and administrative	 	 	978,767	 	 	 	34,965	 	 	 	-	 	 	 	1,013,732	 
	Loss from disposal of assets	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	Research and development	 	 	230,960	 	 	 	155,943	 	 	 	222,172	(a)	 	 	609,075	 
	Total Operating Expenses	 	 	1,209,727	 	 	 	190,908	 	 	 	222,172	 	 	 	1,622,807	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Income or (Loss) from Operations	 	 	(653,962	)	 	 	(190,908	)	 	 	(222,172	)	 	 	(1,067,042	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Income/(Expense)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Derivative liability	 	 	(139,670	)	 	 	-	 	 	 	-	 	 	 	(139,670	)
	Change in fair value of derivative liabilities	 	 	303,044	 	 	 	-	 	 	 	-	 	 	 	303,044	 
	Interest expense net of interest income	 	 	(36,593	)	 	 	(993	)	 	 	-	 	 	 	(37,586	)
	Loss on convertible note	 	 	(1,229,550	)	 	 	-	 	 	 	-	 	 	 	(1,229,550	)
	Other income and expenses	 	 	1,114	 	 	 	-	 	 	 	-	 	 	 	1,114	 
	Other income cost recovery	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	Other income forgiveness of debt	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	Total Other Income/(Expense)	 	 	(1,101,925	)	 	 	(993	)	 	 	-	 	 	 	(1,102,648	)
	Net income or (loss) before income taxes	 	 	(1,755,887	)	 	 	(191,901	)	 	 	(222,172	)	 	 	(2,169,960	)
	Provision for income taxes	 	 	(800	)	 	 	-	 	 	 	-	 	 	 	(800	)
	Net (Loss) or
    Income	 	$	(1,756,687	)	 	$	(191,901	)	 	$	(222,172	)	 	$	(2,170,760	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net income (loss) per common share	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Basic	 	$	0.00	 	 	$	0.00	 	 	 	 	 	 	$	0.00	 
	Diluted	 	$	0.00	 	 	$	0.00	 	 	 	 	 	 	$	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Weighted average common shares outstanding	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Basic	 	 	4,123,327,847	 	 	 	 	 	 	 	105,248,619	(b)	 	 	4,228,576,466	 
	Diluted	 	 	4.123,327,847	 	 	 	 	 	 	 	105,248,619	(b)	 	 	4,228,576,466	 



 


See accompanying Notes to Unaudited Pro
Forma Condensed Combined Financial Statements, which are an


Integral part of these statements.


 




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NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS


 


NOTE 1. DESCRIPTION OF THE TRANSACTION


 


On May 6, 2015, MyECheck, Inc. completed its acquisition of
Seergate. Pursuant to the May 5, 2015 purchase agreement, MyECheck issued 150,000,000 shares of the Company’s common stock
to the shareholders of Seergate on a pro rata basis thereby making Seergate an indirect, wholly-owned subsidiary of MyECheck. On
February 2, 2015, in contemplation of the acquisition, Seergate shareholders approved a conversion of all outstanding Seergate
preferred shares and convertible debt into common stock.


 


NOTE 2. BASIS OF PRO FORMA PRESENTATION


 


The following Unaudited Pro Forma Condensed Combined Statement
of Operations for the six months ended June 30, 2015 and for the year ended December 31, 2014 combines the historical consolidated
statements of operations of MyECheck and Seergate, giving effect to the acquisition as if it had been consummated on January 1,
2014.


 


The acquisition is reflected in the Unaudited Pro Forma Condensed
Combined Statement of Operations as an acquisition of Seergate by MyEcheck in accordance with Accounting Standards Codification
Topic 805, “Business Combinations,” using the acquisition method of accounting with MyECheck as the accounting acquirer.
For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, MyECheck estimated the fair
values as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions of the acquisition,
including historical and current market data.


 


Transaction costs have been excluded from the Unaudited Pro
Forma Condensed Combined Statement of Operations as they reflect charges directly related to the acquisition, which do not have
an ongoing impact. In addition, the Unaudited Pro Forma Condensed Combined Statement of Operations does not include one-time costs
directly attributable to the transaction, employee retention costs or professional fees incurred by MyECheck or Seergate pursuant
to provisions contained in the purchase agreement, as those costs are not considered part of the purchase price.


 


MyECheck and Seergate did not incur significant costs associated
with integrating the operations of MyECheck and Seergate after the acquisition was completed. The Unaudited Pro Forma Condensed
Combined Statement of Operations does not reflect the costs of any integration activities or benefits that may result from realization
of future cost savings from operating efficiencies or revenue synergies expected to result from the acquisition.


 


MyECheck’s management determined that the purchase price
of Seergate’s mobile application was valued at Three Million US Dollars ($3,000,000) or 150,000,000 shares. The benefit to
MyECheck is the acceleration of the mobile application to market.


 




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NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS (CONT.)


 


Under the purchase method of accounting,
the estimated purchase price of the Acquisition was allocated to Seergate’s net tangible and identifiable intangible assets
and liabilities assumed based on their estimated fair values as of the date of the completion of the Acquisition, as follows:


 


	Cash	 	$	67,413	 
	Computer Equipment	 	 	6,145	 
	Other assets	 	 	7,777	 
	Total assets	 	 	81,335	 
	 	 	 	 	 
	Less Liabilities:	 	 	 	 
	Payroll accrual	 	 	(45,885	)
	Development costs and reimbursement of expenses owed by MyECheck to Seergate	 	 	(178,382	)
	Total liabilities	 	 	(224,267	)
	Excess liabilities greater than assets	 	 	(142,932	)
	IP for mobile application	 	 	3,217,962	 
	 	 	$	3,075,030	 



 


NOTE 4. PRO FORMA ADJUSTMENTS


 


The unaudited adjustments included in the Unaudited Pro Forma
Condensed Combined Financial Statements are as follows:


 


(a) Amortization IP. Amortization
expense is recorded in research and development as a result of the fair market value of the Intellectual Property (IP) for the
mobile application acquired. The estimated fair value of amortizable intangible assets of $3,217,962 million will be amortized
on a straight-line basis over the estimated useful lives of the IP that has been estimated to be 5 years.


 


(b) Shares outstanding. The unaudited pro forma weighted
average number of basic shares outstanding is calculated for each period presented by adding the weighted average number of basic
shares issued of 150,000,000 as of January 1, 2014. At June 30, 2015, an adjustment of 105,248.691 was added to adjust the weighted
average share had the transaction occurred as of January 1, 2014.


 


(c) Interest expense as a result of conversion before the
acquisition. The interest expense adjustment was a result of the conversion of debt and derivative liability expense being
converted after the announcement but before the date of acquisition.


 




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