Exhibit 99.3
BAS CONSULTING INC.
UNAUDITED PRO FORMA COMBINED
FINANCIAL STATEMENTS
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CONTENTS
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1
Unaudited Pro Forma Combined Balance Sheets at September 30, 2005
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2
Unaudited Pro Forma Combined Statements of Operations for nine months ended September 30, 2005
PAGE
3
Notes to Unaudited Pro Forma Combined Financial Statements
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4
Unaudited Pro Forma Combined Balance Sheets at December 31, 2004
PAGE
5
Unaudited Pro Forma Combined Statements of Operations for year ended December 31, 2004
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6
Notes to Unaudited Pro Forma Combined Balance Sheets at December 31, 2004
PRO FORMA COMBINED FINANCIAL STATEMENTS
The accompanying unaudited pro forma combined financial statements are based upon the historical condensed balance sheets and condensed statements of operations of BAS Consulting Inc. ("BAS" or the "Company") and Hangzhou Aida Pharmaceuticals Co., Ltd. and subsidiaries ("Aida"). The unaudited pro forma combined balance sheet has been prepared as if the acquisition occurred on September 30, 2005 and December 31, 2004. The unaudited pro forma combined financial statements of operations for the year ended December 31, 2004 and for the nine months ended September 30, 2005 have been prepared as if the acquisition had occurred on January 1, 2004. The statements are based on accounting for the business combination as a reverse acquisition, whereby the Company will be the surviving corporate entity, but Aida is the accounting acquirer. As Aida is the accounti ng acquirer in a transaction accounted for as a purchase in accordance with generally accepted accounting principles, the purchase price has been allocated to the Company's assets and liabilities based upon preliminary estimates of their respective fair values. The pro forma information may not be indicative of the results that actually would have occurred if the merger had been in effect from and on the dates indicated or which may be obtained in the future.
BAS CONSULTING INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2005
| | | | | | | | |
| | | | | | | | |
| | AIDA HISTORICAL | | BAS HISTORICAL | | PRO FORMA ADJUSTMENTS | | PRO FORMA COMBINED |
CURRENT ASSETS | | | | | | | | |
Cash and cash equivalents | $ | 4,676,131 | $ | - | $ | - | $ | 4,676,131 |
Accounts receivable, net | | 8,255,852 | | - | | - | | 8,255,852 |
Notes receivable | | 1,762,356 | | - | | - | | 1,762,356 |
Inventories, net | | 4,586,974 | | - | | - | | 4,586,974 |
Due from related parties | | 3,384,122 | | - | | - | | 3,384,122 |
Other receivables and prepaid expenses | | 5,843,720 | | - | | - | | 5,843,720 |
Due from employees | | 1,198,798 | | - | | - | | 1,198,798 |
Prepayments for goods | | 768,749 | | - | | - | | 768,749 |
Deferred taxes | | 14,475 | | - | | - | | 14,475 |
Total current assets | | 30,491,177 | | - | | - | | 30,491,177 |
| | | | | | | | |
Plant and equipment, net | | 11,565,472 | | - | | - | | 11,565,472 |
Land use right, net | | 1,244,520 | | - | | - | | 1,244,520 |
Construction in progress | | 1,808,010 | | - | | - | | 1,808,010 |
Patents, net | | 115,083 | | - | | - | | 115,083 |
Long term investments | | 223,605 | | - | | - | | 223,605 |
Good will | | 1,728,798 | | - | | - | | 1,728,798 |
Deferred taxes | | 205,364 | | - | | - | | 205,364 |
| | | | | | | | |
TOTAL ASSETS | $ | 47,382,029 | $ | - | $ | - | $ | 47,382,029 |
| | | | | | | | |
| | | | | | | | |
CURRENT LIABILITIES | | | | | | | | |
Accounts payable | $ | 3,421,952 | $ | | $ | - | $ | 3,421,952 |
Other payables and accrued liabilities | | 4,667,885 | | | | - | | 4,667,885 |
Accrued expense | | 1,558,951 | | 49,000 | | - | | 1,607,951 |
Short term debt | | 12,635,937 | | 6,000 | | - | | 12,641,937 |
Notes payable | | 5,567,993 | | | | - | | 5,567,993 |
Due to related parties | | 1,592,127 | | | | - | | 1,592,127 |
Amt due to employee | | 229,256 | | | | - | | 229,256 |
Taxes payable | | 244,965 | | | | - | | 244,965 |
Customer deposits | | 1,147,832 | | | | - | | 1,147,832 |
Deferred taxes | | 50,465 | | | | - | | 50,465 |
Total current liabilities | | 31,117,363 | | 55,000 | | - | | 31,172,363 |
| | | | | | | | |
LONG-TERM LIABILITIES | | | | | | | | |
Long-term bank loan | | 4,862,031 | | - | | - | | 4,862,031 |
Deferred taxes | | 365,456 | | - | | - | | 365,456 |
Minority interest | | 3,907,363 | | - | | - | | 3,907,363 |
Total long-term liabilities | | 9,134,850 | | - | | - | | 9,134,850 |
| | | | | | | | |
TOTAL LIABILITIES | | 40,252,213 | | 55,000 | | - | | 40,307,213 |
| | | | | | | | |
SHAREHOLDERS’ EQUITY | | | | | | | | |
Registered capital | | 3,443,323 | | 10,454 | | (3,443,323) | (1) | 10,454 |
Additional paid-in capital | | - | | 45,239 | | 3,347,630 | (1) | 3,392,869 |
Reserve fund | | 449,957 | | - | | | | 449,957 |
Retained earnings | | 3,098,354 | | (110,693) | | 95,693 | (1) | 3,083,354 |
Accumulated other comprehensive income | | 138,182 | | - | | | | 138,182 |
| | | | | | | | |
Total Shareholders’ Equity | | 7,129,816 | | (55,000) | | - | | 7,074,816 |
| | | | | | | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 47,382,029 | $ | - | $ | - | $ | 47,382,029 |
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1
BAS CONSULTING INC.
UNAUDITED PRO FORMA COMBINED STATEMENT
OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
| | | | | | | | |
| | AIDA HISTORICAL | | BAS HISTORICAL | | PRO FORMA ADJUSTMENTS | | PRO FORMA COMBINED |
| | | | | | | | |
REVENUES | $ | 19,466,000 | $ | - | $ | - | $ | 19,466,000 |
| | | | | | | | |
COST OF GOODS SOLD | | (7,635,739) | | - | | - | | (7,635,739) |
| | | | | | | | |
GROSS PROFIT | | 11,830,261 | | - | | - | | 11,830,261 |
| | | | | | | | |
Research and development costs | | (122,185) | | - | | - | | (122,185) |
| | | | | | | | |
Selling and distribution expenses | | (6,001,127) | | - | | - | | (6,001,127) |
| | | | | | | | |
General and administrative expenses | | (2,133,931) | | (22,000) | | - | | (2,155,931) |
| | | | | | | | |
INCOME FROM OPERATIONS | | 3,573,018 | | (22,000) | | - | | 3,551,018 |
| | | | | | | | |
OTHER INCOME (EXPENSES) | | | | | | | | |
| | | | | | | | |
Disposition of discontinued operation, net | | 221,249 | | - | | - | | 221,249 |
| | | | | | | | |
Interest expense | | (843,105) | |
- | | - | | (843,105) |
| | | | | | | | |
Government grants | | 23,179 | | - | | - | | 23,179 |
| | | | | | | | |
Forgiveness of debt | | 96,258 | | - | | - | | 96,258 |
| | | | | | | | |
Other income/(expense), net | | 22,783 | | - | | - | | 22,783 |
| | | | | | | | |
INCOME BEFORE INCOME TAXES | | 3,093,382 | | (22,000) | | - | | 3,071,382 |
| | | | | | | | |
INCOME TAXES | | (137,641) | | - | | - | | (137,641) |
| | | | | | | | |
INCOME BEFORE MINORITY INTEREST | | 2,955,741 | | (22,000) | | - | | 2,933,741 |
| | | | | | | | |
MINORITY INTEREST | | (1,075,590) | | - | | - | | (1,075,590) |
| | | | | | | | |
NET INCOME | | 1,880,151 | | (22,000) | | - | | 1,858,151 |
| | | | | | | | |
FOREIGN CURRENCY TRANSLATION (LOSS) GAIN | | 138,038 | | - | | - | | 138,038 |
| | | | | | | | |
COMPREHENSIVE INCOME | $ | 2,018,189 | $ | (22,000) | $ | - | $ | 1,996,189 |
| | | | | | | | |
2
BAS CONSULTING INC.
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(1)
To eliminate the equity of the acquiree and goodwill is calculated based on the acquisition consideration less the net asset value of the acquiree.
3
BAS CONSULTING INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2004
| | | | | | | | |
| | | | | | | | |
| | AIDA HISTORICAL | | BAS HISTORICAL | | PRO FORMA ADJUSTMENTS | | PRO FORMA COMBINED |
CURRENT ASSETS | | | | | | | | |
Cash and cash equivalents | $ | 2,856,569 | $ | - | $ | - | $ | 2,856,569 |
Restricted cash | | 258,805 | | - | | - | | 258,805 |
Accounts receivable, net | | 6,122,787 | | - | | - | | 6,122,787 |
Notes receivable | | 1,726,545 | | - | | - | | 1,726,545 |
Inventories, net | | 5,206,529 | | - | | - | | 5,206,529 |
Due from related parties | | 610,452 | | - | | - | | 610,452 |
Other receivables and prepaid expenses | | 966,712 | | - | | - | | 966,712 |
Due from employees | | 739,385 | | - | | - | | 739,385 |
Prepayments for goods | | 282,882 | | - | | - | | 282,882 |
Deferred taxes | | - | | - | | - | | - |
Total current assets | | 18,770,666 | | - | | - | | 18,770,666 |
| | | | | | | | |
Plant and equipment, net | | 4,747,140 | | - | | - | | 4,747,140 |
Land use right, net | | 591,620 | | - | | - | | 591,620 |
Construction in progress | | 51,494 | | - | | - | | 51,494 |
Patents, net | | 178,583 | | - | | - | | 178,583 |
Long term investments | | 640,320 | | - | | - | | 640,320 |
Due from related parties | | 25,745 | | - | | - | | 25,745 |
Due from employees | | 26,286 | | - | | - | | 26,286 |
Deferred taxes | | 214,938 | | - | | - | | 214,938 |
| | | | | | | | |
TOTAL ASSETS | $ | 25,246,792 | $ | - | $ | - | $ | 25,246,792 |
| | | | | | | | |
| | | | | | | | |
CURRENT LIABILITIES | | | | | | | | |
Accounts payable | $ | 1,148,299 | $ | | $ | - | $ | 1,148,299 |
Other payables and accrued liabilities | | 1,022,532 | | | | - | | 1,022,532 |
Accrued expense | | - | | 33,000 | | - | | 33,000 |
Short term debt | | 8,625,868 | | - | | - | | 8,625,868 |
Due to related parties | | 5,952,226 | | - | | - | | 5,952,226 |
Taxes payable | | 26,104 | | - | | - | | 26,104 |
Customer deposits | | 431,427 | | - | | - | | 431,427 |
Deferred taxes | | 107,453 | | - | | - | | 107,453 |
Total current liabilities | | 17,313,909 | | 33,000 | | - | | 17,346,909 |
| | | | | | | | |
LONG-TERM LIABILITIES | | | | | | | | |
Long-term bank loan | | 1,087,416 | | - | | - | | 1,087,416 |
Deferred taxes | | 174,623 | | - | | - | | 174,623 |
Minority interest | | 1,559,217 | | - | | - | | 1,559,217 |
Total long-term liabilities | | 2,821,256 | | - | | - | | 2,821,256 |
| | | | | | | | |
TOTAL LIABILITIES | | 20,135,165 | | 33,000 | | - | | 20,168,165 |
| | | | | | | | |
SHAREHOLDERS’ EQUITY | | | | | | | | |
Registered capital | | 3,443,323 | | 10,454 | | (3,443,323) | (1) | 10,454 |
Additional paid-in capital | | - | | 45,239 | | 3,354,630 | (1) | 3,399,869 |
Reserve fund | | 449,957 | | - | | | | 449,957 |
Retained earnings | | 1,218,203 | | (88,693) | | 88,693 | (1) | 1,218,203 |
Accumulated other comprehensive income | | 144 | | | | | | 144 |
| | | | | | | | |
Total Shareholders’ Equity | | 5,111,627 | | (33,000) | | | | 5,078,627 |
| | | | | | | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 25,246,792 | $ | - | $ | | $ | 25,246,792 |
| | | | | | | | |
4
BAS CONSULTING INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2004
| | | | | | | | |
| | AIDA HISTORICAL | | BAS HISTORICAL | | PRO FORMA ADJUSTMENTS | | PRO FORMA COMBINED |
| | | | | | | | |
REVENUES | $ | 18,237,796 | $ | 6,500 | $ | - | $ | 18,244,296 |
| | | | | | | | |
COST OF GOODS SOLD | | (6,871,976) | | - | | - | | (6,871,976) |
| | | | | | | | |
GROSS PROFIT | | 11,365,820 | | 6,500 | | - | | 11,372,320 |
| | | | | | | | |
Research and development costs | | (263,081) | | - | | - | | (263,081) |
| | | | | | | | |
Selling and distribution expenses | | (6,036,561) | | - | | - | | (6,036,561) |
| | | | | | | | |
General and administrative expenses | | (2,076,523) | | (69,193) | | - | | (2,145,716) |
| | | | | | | | |
INCOME FROM OPERATIONS | | 2,989,655 | | (62,693) | | - | | 2,926,962 |
| | | | | | | | |
OTHER INCOME (EXPENSES) | | | | | | | | |
| | | | | | | | |
Interest expense | | (505,059) | | - | | - | | (505,059) |
| | | | | | | | |
Other income/(expense), net | | 159,892 | | - | | - | | 159,892 |
| | | | | | | | |
INCOME BEFORE INCOME TAXES | | 2,644,488 | | (62,693) | | - | | 2,581,795 |
| | | | | | | | |
INCOME TAXES | | (171,645) | | - | | - | | (171,645) |
| | | | | | | | |
INCOME BEFORE MINORITY INTEREST | | 2,472,843 | | (62,693) | | - | | 2,410,150 |
| | | | | | | | |
MINORITY INTEREST | | (837,903) | | - | | - | | (837,903) |
| | | | | | | | |
NET INCOME | | 1,634,940 | | (62,693) | | - | | 1,572,247 |
| | | | | | | | |
FOREIGN CURRENCY TRANSLATION (LOSS) GAIN | | (4) | | - | | - | | (4) |
| | | | | | | | |
COMPREHENSIVE INCOME | $ | 1,634,936 | $ | (62,693) | $ | - | $ | 1,572,243 |
| | | | | | | | |
5
BAS CONSULTING INC.
NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT
OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004
(1)
To eliminate the equity of the acquiree and goodwill is calculated based on the acquisition consideration less the net asset value of the acquiree.
6