EXHIBIT 99.4
PRO FORMA CONDENSED FINANCIAL STATEMENTS
The following pro forma financial statements have been derived from the financial statements of Biosource America, Inc. (“Biosource America) at January 31, 2006 and adjusts such information to give effect to its asset purchase agreement of BIOsource Fuels, LLC as if the acquisition had occurred as of the end of the most recent interim period, January 31, 2006. The pro forma financial statements are presented for information purposes only and do not purport to be indicative of the financial condition that would have resulted if the acquisition had been consummated. The pro forma financial statements should be read in conjunction with the notes thereto and each Company’s consolidated financial statements and related notes thereto contained herein.
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Biosource America, Inc.
Pro-Forma Balance Sheet
January 31, 2006
| | BIOsource Fuels, LLC January 31, 2006 | | Biosource America, Inc. January 31, 2006 | | Pro Forma Adjustments | | Pro-Forma Biosource America, Inc. January 31, 2006 | |
ASSETS | | | | | | | | | |
Current assets | | | | | | | | | |
Cash | | $ | 1,408,754 | | $ | 296,020 | (2) | $ | (408,754 | ) | $ | 1,296,020 | |
Prepaid expenses | | 10,569 | | 50,000 | (2) | (10,569 | ) | 50,000 | |
Total current assets | | 1,419,323 | | 346,020 | | (419,323 | ) | 1,346,020 | |
Property and equipment, net | | 344,512 | | | (1) | 680,488 | | 1,025,000 | |
Intangible assets | | 33,260 | | | (1) | 5,319,512 | | 5,352,772 | |
Total Assets | | $ | 1,797,095 | | $ | 346,020 | | $ | 5,580,677 | | $ | 7,723,792 | |
| | | | | | | | | |
LIABILITIES AND OWNERS’ EQUITY (DEFICIT) | | | | | | | | | |
Current liabilities | | | | | | | | | |
Accounts payable & accrued expenses | | $ | 190,694 | | $ | 11,498 | (2) | $ | (190,694 | ) | $ | 11,498 | |
Due related parties | | 155,160 | | 20,124 | (2) | (155,160 | ) | 20,124 | |
Deferred revenues | | 1,243,181 | | | | | | 1,243,181 | |
Total current liabilities | | 1,589,035 | | 31,622 | | (345,854 | ) | 1,274,803 | |
Long term debt | | | | | | | | | |
Notes payable to related parties | | 687,000 | | | (2) | (687,000 | ) | | |
Convertible debt | | | | | (1) | 6,000,000 | | 6,000,000 | |
Total Liabilities | | 2,276,035 | | 31,622 | | 4,967,146 | | 7,274,803 | |
| | | | | | | | | |
Owners equity (deficit) | | | | | | | | | |
Common Stock | | | | 350,000 | | | | 350,000 | |
Additional paid-in capital | | | | | (2) | 134,591 | | 134,591 | |
Development stage deficit | | | | (35,602 | ) | | | (35,602 | ) |
Members’ contributions | | 591,682 | | 0 | (2) | (591,682 | ) | 0 | |
Accumulated deficit | | (1,070,622 | ) | 0 | (2) | 1,070,622 | | 0 | |
Total Owners’ Equity (Deficit) | | (478,940 | ) | 314,398 | | 613,531 | | 448,989 | |
Total Liabilities & Owners’ Equity (Deficit) | | $ | 1,797,095 | | $ | 346,020 | | $ | 5,580,677 | | $ | 7,723,792 | |
| | | | | | | | | | | | | | | | | | | | | | | |
(1) To record asset purchase agreement between BIOsource Fuels, LLC (seller) and Biosource America, Inc. (Buyer)
(2) To remove assets and liabilities of BIOsource Fuels not acquired in asset purchase agreement
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Biosource America, Inc.
Pro-Forma Statement of Operations
For the Three Month Period Ended January 31, 2006 for BIOsource Fuels, LLC and
For the Period from Inception (December 1, 2005) to January 31, 2006 for Biosource America, Inc.
| | BIOsource Fuels, LLC Three Months Ended January 31, 2006 | | Biosource America, Inc. Inception (December 1, 2005) to January 31, 2005 | | Pro Forma Adjustments | | Pro-Forma Biosource America, Inc. Inception (December 1, 2005) to January 31, 2005 | |
| | | | | | | | | |
Revenues | | $ | 799,819 | | | | | | $ | 799,819 | |
Cost of revenue | | 751,575 | | | | | | 751,575 | |
| | | | | | | | | |
Gross margin | | 48,244 | | | | | | 48,244 | |
| | | | | | | | | |
Expenses | | | | | | | | | |
Selling, general andadministrative | | 100,746 | | $ | 35,602 | | | | 136,348 | |
Interest expense | | 18,586 | | | | | | 18,586 | |
Depreciation | | 21,402 | | | (1) | $ | 8,334 | | 29,736 | |
| | | | | | | | | |
Total operating expenses | | 140,734 | | 35,602 | | 8,334 | | 184,670 | |
| | | | | | | | | |
Net Loss | | $ | (92,490 | ) | $ | (35,602 | ) | $ | (8,334 | ) | $ | (136,426 | ) |
| | | | | | | | | |
Weighted average of shares/units outstanding | | 4,651 | | 60,000,000 | | 6,000,000 | | 60,000,000 | |
(1) To record additional depreciation on increased value assigned to fixed assets
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| | BIOsource Fuels, LLC Year Ended October 31, 2005 | | Biosource America, Inc. Inception(December 1, 2005) to January 31, 2005 | | Pro Forma Adjustments | | Pro-Forma Biosource America, Inc. Annual Basis | |
| | | | | | | | | |
Revenues | | $ | 160,460 | | | | | | $ | 160,460 | |
| | | | | | | | | |
Expenses | | | | | | | | | |
Selling, general and administrative | | 382,215 | | $ | 35,602 | | | | 417,817 | |
Interest expense | | 59,088 | | | | | | 59,088 | |
Depreciation | | 77,434 | | | (1) | $ | 33,334 | | 110,768 | |
| | | | | | | | | |
Total operating expenses | | 518,737 | | 35,602 | | 33,334 | | 587,673 | |
| | | | | | | | | |
Net Loss | | $ | (358,277 | ) | $ | (35,602 | ) | $ | (33,334 | ) | $ | (427,213 | ) |
| | | | | | | | | |
Loss per unit | | $ | (77 | ) | $ | (0 | ) | $ | (0 | ) | $ | (0 | ) |
| | | | | | | | | |
Weighted average of shares/units outstanding | | 4,651 | | 60,000,000 | | 6,000,000 | | 60,000,000 | |
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These pro-forma financial statements have been presented to reflect the impact of the Asset Purchase Agreement entered into between Biosource America, Inc. (the buyer, “Biosource America”) and BIOsource Fuels, LLC (the seller, “BIOsource Fuels”). In connection with the Asset Purchase Agreement Biosource America agreed to purchase all of the equipment, leases, intellectual property, patents and patent applications, software, books and records of BIOsource Fuels and the cash, prepaid expenses and contract rights and liabilities associated with BIOsource Fuels contracting operations. Specifically excluded assets include cash, accounts receivable and prepaid expenses not related to the contracting business. The purchase price for the acquired assets is $6,000,000 allocated based upon the fair market value of assets acquired as detailed below:
Description | | Amount | |
| | | |
Property & equipment including pilot plant | | $ | 1,025,000 | |
| | | | |
Intangible assets including intellectual property including trade secrets, proprietary manufacturing information and know how, patents and patent applications, books and records | | 5,319,512 | |
| | | |
Total purchase price | | $ | 6,000,000 | |
The pro forma adjustments included in the pro forma financial statements included herein reflect the above asset allocation and any profit and loss effect for the related periods presented which include an increase to deprecation expense for the value assigned to depreciable assets.
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