On July 12, 2007, the Registrant filed a Current Report on Form 8-K (the “Report”) in connection with its acquisition of Vital Consultants, LLC in exchange for 80,000,000 newly-issued shares of the Registrant’s common stock, par value $0.001 per share (the “Exchange”). The description and terms of the Exchange contained in the Company’s 8-K/A filed on July 12, 2007 are incorporated herein by reference. A copy of the Exchange Agreement was filed as Exhibit 99.1 on Form 8-K on July 12, 2007 and is incorporated herein by reference. The Current Report on Form 8-K/A filed July 12, 2007 is being amended by this Amendment No. 2 to include the required historical financial statements and other financial information with respect to the Exchange as required by Item 9.01 (a) and the pro forma financial information required by Item 9.01 (b). Financial statements are being provided for Vital Solutions, LLC.
This Report replaces Item 9.01 of that filing:
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired.
The following information is included as an exhibit to this report as noted in (d) below:
1. Audited Financial Statements of Vital Solutions, LLC as of December 31, 2006 and related Statement of Income, Statement of Members’ Equity and Statement of Cash Flows for the year ended December 31, 2006 and the notes thereto.
2. Unaudited Balance Sheet of Vital Solutions, LLC as of June 30, 2007 and Statement of Income and Statement of Cash Flows for the six months ended June 30, 2007 and the notes thereto.
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed combined financial statements reflect the combination of the historical consolidated balance sheets and income statements of AAMPRO Group, Inc. and Vital Consultants, LLC.
1. Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2007 and related Statement of Income for the year ended December 31, 2006 and the six months ended June 30, 2007 and the notes thereto.
(c) Not Applicable.
(d) Exhibits.
Exhibit Index
Exhibit No. | | Description |
| | |
99.1 | | Audited Financial Statements of Vital Solutions, LLC as of December 31, 2006 and related Statement of Income, Statement of Members’ Equity and Statement of Cash Flows for the year ended December 31, 2006 and the notes thereto. |
99.2 | | Unaudited Balance Sheet of Vital Solutions, LLC as of June 30, 2007 and Statement of Income and Statement of Cash Flows for the six months ended June 30, 2007 and the notes thereto. |
99.3 | | Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2007 and related Statement of Income for the year ended December 31, 2006 and the six months ended June 30, 2007 and the notes thereto. |