Exhibit 99.2
Bio-Bridge Science, Inc, |
Unaudited Pro Forma Condensed Consolidated Balance Sheet |
As of March 31, 2008 |
| | Historical | | | | | | | |
| | BGES | | XHBD | | | | Notes | | | |
Current Assets | | (Unaudited) | | (Unaudited) | | | | | | (Unaudited) | |
Cash and cash equivalents | | $ | 303,840 | | $ | 7,462 | | $ | | | | | | $ | 311,302 | |
Accounts receivable | | | | | | 232,111 | | | | | | | | | 232,111 | |
Inventories | | | | | | 508,601 | | | 302,556 | | | c | | | 811,157 | |
Due from employees, net | | | | | | 15,684 | | | | | | | | | 15,684 | |
Preaid expenses and other receivables | | | 23,320 | | | 9,987 | | | | | | | | | 33,307 | |
Other | | | | | | 652 | | | | | | | | | 652 | |
Trading securities, at fair value | | | 1,129,275 | | | | | | (854,823 | ) | | b | | | 274,452 | |
Total Current Assets | | | 1,456,435 | | | 774,497 | | | (552,267 | ) | | | | | 1,678,665 | |
| | | | | | | | | | | | | | | | |
Fixed assets,net | | | 63,132 | | | 148,285 | | | 54,994 | | | c | | | 266,411 | |
Construction in progress | | | 1,904,033 | | | | | | | | | | | | 1,904,033 | |
Land use right,net of current portion | | | 376,861 | | | | | | | | | | | | 376,861 | |
Other | | | | | | 5,154 | | | | | | | | | 5,154 | |
Intangible | | | | | | | | | 410,656 | | | c | | | 410,656 | |
TOTAL ASSETS | | $ | 3,800,461 | | $ | 927,936 | | $ | (86,617 | ) | | | | $ | 4,641,780 | |
| | | | | | | | | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | | | | | | | | | |
Accounts payables | | $ | | | $ | 636,888 | | $ | | | | | | $ | 636,888 | |
Acccured expenses and other payables | | | 157,215 | | | 17,226 | | | | | | | | | 174,441 | |
Income taxes payable | | | | | | 53,343 | | | | | | | | | 53,343 | |
Payable to vendor and contractors | | | 129,064 | | | 49,864 | | | | | | | | | 178,928 | |
Due to director or shareholder | | | 28,494 | | | 777 | | | | | | | | | 29,271 | |
Due to employees | | | | | | | | | | | | | | | — | |
Total Current Liabilities | | | 314,773 | | | 758,098 | | | | | | | | | 1,072,871 | |
| | | | | | | | | | | | | | | | |
LONG-TERM LIABILITIES | | | | | | | | | | | | | | | | |
Defered tax liabilities | | | — | | | — | | | | | | | | | — | |
Total Long-term Liabilities | | | — | | | — | | | | | | | | | — | |
| | | | | | | | | | | | | | | | |
TOTAL LIABILITIES | | | 314,773 | | | 758,098 | | | — | | | | | | 1,072,871 | |
| | | | | | | | | | | | | | | | |
MINORITY INTEREST | | | — | | | — | | | 83,221 | | | d | | | 83,221 | |
| | | | | | | | | | | | | | | | |
Shareholder Equity: | | | | | | | | | | | | | | | | |
Preferred stock | | | 4,000 | | | | | | | | | | | | 4,000 | |
Common stock/Momber's Equity | | | 34,358 | | | 62,453 | | | (62,455 | ) | | | | | 34,358 | |
Additional paid-in capital | | | 10,592,165 | | | | | | | | | | | | 10,592,165 | |
Preferred stock dividend payable in common stock | | | 47,000 | | | | | | | | | | | | 47,000 | |
Subscription receivable | | | (20,020 | ) | | | | | | | | | | | (20,020 | ) |
Stock to be issued | | | 257 | | | | | | | | | | | | 257 | |
Accumulated other comprehensive gain | | | 308,474 | | | 12,968 | | | (12,967 | ) | | | | | 308,474 | |
Accumulated decifit | | | (7,480,546 | ) | | 94,417 | | | (94,416 | ) | | | | | (7,480,546 | ) |
Total Shareholder's Equity | | | 3,485,688 | | | 169,838 | | | (169,838 | ) | | | | | 3,485,688 | |
| | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND SHREHOLDERS' EQUITY | | $ | 3,800,461 | | $ | 927,936 | | $ | (86,617 | ) | | | | $ | 4,641,780 | |
Unaudited Pro Forma Condensed Consolidated Satements of Operations
For Three Months Ended March 31, 2008
| | | | | | Pro forma | | | | Pro forma | |
| | Historical | | Adjustments | | Notes | | Consolidated | |
| | BGES | | XHBD | | | | | | | |
| | | | | | | | | | | |
Revenues | | $ | 2,285 | | | | | | | | | | | $ | $171,458 | |
Cost of goods sold | | | (891 | ) | | (77,869 | ) | | (46,721 | ) | | e | | | (125,481 | ) |
Gross Profit | | | 1,394 | | | 91,304 | | | (46,721 | ) | | | | | 45,977 | |
| | | | | | | | | | | | | | | | |
Research and development cost | | | 36,533 | | | | | | | | | | | | 36,533 | |
Selling general and administrative expenses | | | 218,890 | | | 35,940 | | | | | | | | | 254,830 | |
INCOME(LOSS) FROM OPERATIONS | | | (254,029 | ) | | 55,364 | | | (46,721 | ) | | | | | (245,386 | ) |
Interest Income | | | 26 | | | | | | | | | | | | 26 | |
Unrealized loss on trading securities | | | (70,862 | ) | | | | | | | | | | | (70,862 | ) |
Loss on sale of trading securities | | | (9,766 | ) | | | | | | | | | | | (9,766 | ) |
Dividend Income | | | 46,117 | | | | | | | | | | | | 46,117 | |
Income (loss) before income taxes and minority interest | | | (288,514 | ) | | 55,364 | | | (46,721 | ) | | | | | (279,871 | ) |
| | | | | | (13,841 | ) | | 11,680 | | | f | | | (2,161 | ) |
Minority Interest | | | | | | | | | (3,176 | ) | | g | | | (3,176 | ) |
NET INCOME (LOSS) | | | (288,514 | ) | | 41,523 | | | (38,217 | ) | | | | | (285,208 | ) |
| | | | | | | | | | | | | | | | |
Deemed Preferred Stock Dividends | | | | | | | | | | | | | | | | |
Preferred Stock Dividends | | | (90,000 | ) | | — | | | | | | | | | (90,000 | ) |
Net Loss Attributable to Common Shareholders | | $ | (378,514 | ) | $ | 41,523 | | $ | (38,217 | ) | | | | $ | (375,208 | ) |
| | | | | | | | | | | | | | | | |
(Loss) Per Shares, baisc and diluted | | $ | (0.01 | ) | $ | — | | | | | | | | $ | (0.01 | ) |
| | | | | | | | | | | | | | | | |
Loss per share, attributable to common shareholders, basic and diluted | | $ | (0.01 | ) | $ | — | | | | | | | | $ | (0.01 | ) |
| | | | | | | | | | | | | | | | |
Weighted Average Share Outstanding, basic and diluted | | | 34,357,676 | | | 34,357,676 | | | | | | | | | 34,357,676 | |
Unaudited Pro Forma Condensed Consolidated Satements of OperationsFor The Year Ended Dcember 31, 2007
| | | | | | Pro forma | | | | Pro forma | |
| | Historical | | | | Adjustments | | Notes | | Consolidated | |
| | BGES | | XHBD | | | | | | | |
| | | | | | | | | | | |
Revenues | | $ | 2,979 | | $ | 550,764 | | $ | | | | | | $ | $553,743 | |
Cost of goods sold | | | (1,629 | ) | | (351,225 | ) | | (210,735 | ) | | e | | | (563,589 | ) |
Gross Profit (loss) | | | 1,350 | | | 199,539 | | | (210,735 | ) | | | | | 9,846 | |
| | | | | | | | | | | | | | | | |
Research and development cost | | | (155,087 | ) | | — | | | | | | | | | (155,087 | ) |
Selling expenses | | | (40,128 | ) | | (13,396 | ) | | | | | | | | (53,524 | ) |
General and administrative expenses | | | (1,164,664 | ) | | (84,499 | ) | | | | | | | | (1,249,163 | ) |
INCOME(LOSS) FROM OPERATIONS | | | (1,358,529 | ) | | 101,644 | | | (210,735 | ) | | | | | (1,467,620 | ) |
Interest Income | | | 5,267 | | | | | | | | | | | | 5,267 | |
Unrealized loss on trading securities | | | (372,192 | ) | | | | | | | | | | | (372,192 | ) |
Loss on sale of trading securities | | | (2,818 | ) | | | | | | | | | | | (2,818 | ) |
Dividend Income | | | 127,480 | | | | | | | | | | | | 127,480 | |
Income (loss) before income taxes and minority interest | | | (1,600,792 | ) | | (101,644 | ) | | (210,735 | ) | | | | | (1,709,883 | ) |
Income Taxes | | | | | | (35,709 | ) | | 35,709 | | | f | | | — | |
Minority Interest | | | | | | | | | 53,455 | | | g | | | 53,455 | |
| | | | | | | | | | | | | | | | |
NET INCOME (LOSS) | | | (1,600,792 | ) | | 65,935 | | | (121,571 | ) | | | | | (1,656,428 | ) |
| | | | | | | | | | | | | | | | |
Deemed Preferred Stock Dividends | | | (1,293,320 | ) | | | | | | | | | | | (1,293,320 | ) |
Preferred Stock Dividends | | | (317,000 | ) | | | | | | | | | | | (317,000 | ) |
Net Loss Attributable to Common Shareholders | | | (3,211,112 | ) | | 65,935 | | $ | (121,571 | ) | | | | | (3,266,748 | ) |
| | | | | | | | | | | | | | | | |
Loss Per Shares, baisc and diluted | | $ | (0.05 | ) | $ | — | | | | | | | | $ | (0.05 | ) |
| | | | | | | | | | | | | | | | |
Loss per share, attributable to common shareholders, basic and diluted | | $ |
(0.09 | ) | $ | | | | | | | | | $ |
(0.10 | ) |
| | | | | | | | | | | | | | | | |
Weighted Average Share Outstanding, basic and diluted | | | 33,992,951 | | | 33,992,951 | | | | | | | | | 33,992,951 | |
Notes:
a. The estimated purchase price has been preliminarily allocated based on estimated fair values of assets acquired and liabilities assumed in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations”. Upon the completion of the acquisition of HXBD, the Company will complete its valuation of the fair value of the acquired assets and liabilities; as such the allocation may change and result in amortizable intangibles. The Company’s preliminary purchase price allocation is as follows:
Cash | | $ | 7,462 | |
Accounts receivable | | | 232,111 | |
Inventories | | | 811,157 | |
Property and equipment | | | 203,279 | |
Other assets | | | 31,477 | |
Intangible | | | 410,656 | |
Accounts payable | | | (636,888 | ) |
Accrued expenses | | | (17,226 | ) |
Income taxes payable | | | (53,343 | ) |
Minority interest | | | (83,221 | ) |
Other payables | | | (50,641 | ) |
| | | | |
Total purchase price | | $ | 854,823 | |
b. Reflects the acquisition of HXBD for $854,823 (RMB 6,000,000)
c. Reflects the increase in inventories and property and equipment based on preliminary allocation of estimated fair values.
d. Reflects the book value of minority interest
e. Reflects increase to cost of goods sold from increase in inventories
f. Reflects decrease to income tax due to higher cost of goods sold
g. Reflects minority interest income in pro-forma consolidation.