RxElite (RXEI) 8-K/A Financial Statements and Exhibits

UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS

The following unaudited condensed combined pro forma financial statements (the “pro forma financial statements”) and explanatory notes have been prepared and give effect to the purchase acquisition of FineTech, Ltd. (“FineTech”) by RxElite, Inc. (“RxElite”). Both RxElite and FineTech have a fiscal year end of December 31.

In accordance with Rule 8-05 of Regulation S-X under the Securities Act of 1933, as amended, an unaudited condensed combined pro forma balance sheet (the “pro forma balance sheet”) as of December 31, 2007, and unaudited condensed combined pro forma statements of operations and other comprehensive loss for the periods ended December 31, 2007 and for the year ended December 31, 2007 (the “pro forma statements of income”), have been prepared to reflect, for accounting purposes, the purchase acquisition of FineTech by RxElite.

The following pro forma financial statements have been prepared based upon the historical financial statements of FineTech and RxElite. The pro forma financial statements should be read in conjunction with the historical consolidated financial statements and related notes thereto of RxElite and its subsidiaries as of December 31, 2007, included in its Form 10-KSB for the year ended December 31, 2007, and the December 31, 2007 audited financial statements of FineTech filed separately with this Form 8-K/A.

The pro forma balance sheet assumes that the purchase acquisition of FineTech by RxElite was completed at the beginning of the periods presented, January 1, 2007. The pro forma balance sheet includes the historical audited consolidated balance sheet data of FineTech and audited balance sheet data of RxElite as of December 31, 2007. FineTech and RxElite have activities that would require elimination in the pro forma financial statements, including depreciation of assets, equity adjustments for gain on settlement of FineTech's assets and liabilities, and recording of the purchase through issuance of RxElite common stock and cash.

The pro forma statements of operations for the year ended December 31, 2007 for RxElite and FineTech assumes that the acquisition of FineTech by RxElite occurred on January 1, 2007.

The pro forma financial statements are provided for illustrative purposes only, and are not necessarily indicative of the operating results or financial position that would have occurred if the acquisition had been consummated at the beginning of the periods or on the dates indicated, nor are they necessarily indicative of any future operating results or financial position. The pro forma financial statements do not include any adjustments related to any restructuring charges or one-time charges which may result from the mergers or the final result of valuations of inventories, property, plant and equipment, intangible assets, debt, and other obligations.

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RxELITE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET

										Pro Forma
	Historical		Historical							Combined
	RxElite		FineTech		Combined					RxElite
	as of		as of		RxElite					& FineTech
	December 31,		December 31,		&		Pro Forma			December 31,
	2007		2007		FineTech		Adjustments			2007
ASSETS
Current Assets:
Cash	$	10,113,584	$	7,031,000	$	17,144,584	$	(6,400,000	)(3)	$	3,713,584
								(7,031,000	)(2)
Accounts receivable		960,140		232,000		1,192,140		(232,000	)(2)		960,140
Inventory		7,353,339		394,000		7,747,339		(394,000	)(2)		7,353,339
Other current assets		103,217		-		103,217		-			103,217
Total Current Assets		18,530,280		7,657,000		26,187,280		(14,057,000	)		12,130,280
Fixed Assets, Net:		1,832,573		3,571,000		5,403,573		3,096,350	(3)		4,928,923
								(3,571,000	)(2)
Intellectual Property, Net		67,194		-		67,194		6,415,600	(3)		6,482,794
Other Assets		836,318		-		836,318		-			836,318
TOTAL ASSETS	$	21,266,365	$	11,228,000	$	32,494,365	$	(8,116,050	)	$	24,378,315

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RxELITE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET (continued)

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	5,720,737	$	234,000	$	5,954,737	$	(234,000	)(2)	$	5,720,737
Notes payable - related party		158,804		-		158,804		-			158,804
Accrued taxes		780,894		-		780,894		-			780,894
Other current liabilities		475,583		-		-		-			-
Total Current Liabilities		7,136,018		234,000		7,370,018		(234,000	)		7,136,018
Long Term Liabilities
Notes payable, Net		1,757,421		-		1,757,421		-			1,757,421
Other long term liabilities		58,763		-		58,763		-			58,763
Total Long Term Liabilities		1,816,184		-		1,816,184		-			1,816,184
Total Liabilities		8,952,202		234,000		9,186,202		(234,000	)		8,952,202

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RxELITE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET (continued)

Stockholders' Equity:
Preferred stock		-			-			-			-			-
Common stock		96,683			13,000			109,683			(13,000	)(1)		115,315
											18,632	(3)
Treasury stock		-			(2,090,000	)		(2,090,000	)		2,090,000	(1)		-
Additional paid-in capital		40,845,792			20,889,000			61,734,792			(20,889,000	)(1)		43,939,110
											3,093,318	(3)
Accumulated deficit		(28,628,312	)		(7,818,000	)		(36,446,312	)		18,812,000	(1)		(28,628,312	)
											(10,994,000	)(2)
Total Stockholders' Equity		12,314,163			10,994,000			23,308,163			(7,882,050	)		15,426,113
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	21,266,365		$	11,228,000		$	32,494,365		$	(8,116,050	)	$	24,378,315
Common shares		96,682,920			-			96,682,920			18,632,381	(4)		115,315,301

(1) To eliminate the common stock, treasury stock of FineTech as of the date of the acquisition.

(2) To eliminate the liabilities and assets not acquired in the purchase and the historical cost basis of FineTech property and equipment.

(3) To record allocation of purchase price paid by RxElite to FineTech assets and record common stock issued to Gutman.

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RxELITE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS

AND OTHER COMPREHENSIVE INCOME (LOSS)

												Pro Forma
												Combined
	Historical			Historical								RxElite
	RxElite			FineTech		Combined						& FineTech
	for the			for the		RxElite						for the
	Year Ended			Year Ended		&			Pro Forma			Year Ended
	Dec. 31, 2007			Dec. 31, 2007		FineTech			Adjustments			Dec. 31, 2007
REVENUES, Net	$	2,430,590		$	5,328,000	$	7,758,590			-		$	7,758,590
COST OF SALES		2,667,596			1,693,000		4,360,596			-			4,360,596
GROSS PROFIT		(237,006	)		3,635,000		3,397,994			-			3,397,994
OPERATING EXPENSES
Warehouse		56,047			-		56,047			-			56,047
Sales and Marketing		854,637			-		854,637			-			854,637
Manufacturing		100,663			-		100,663			-			100,663
Research and Development		3,145,995			438,000		3,583,995			-			3,583,995
General and Administrative		6,258,425			308,000		6,566,425			-			6,566,425
Salaries		6,212,203			-		6,212,203			-			6,212,203
Depreciation and Amortization		197,003			-		197,003			914,107	(1)		1,111,110
Total Operating Expense		16,824,974			746,000		17,570,974			914,107			18,485,081
LOSS FROM CONTINUING OPERATIONS		(17,061,980	)		2,889,000		(14,172,980	)		(914,107	)		(15,087,087	)

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RxELITE, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS

AND OTHER COMPREHENSIVE INCOME (LOSS) (continued)

OTHER INCOME (EXPENSE)
Interest Income		65,330			324,000		389,330			-			389,330
Non-product Income		464,086			-		464,086			-			464,086
Interest expense and penalties		(276,916	)		-		(276,916	)		-			(276,916	)
Other income		12,646			-		12,646			-			12,646
Disposal of debt		(358,054	)		-		(358,054	)		-			(358,054	)
Loss on settlement of debt		(3,016	)		-		(3,016	)		-			(3,016	)
Total Other Income (Expense)		(95,924	)		324,000		228,076			-			228,076
Change in accounting principal		-			-		-			-			-
NET INCOME (LOSS)	$	(17,157,904	)	$	3,213,000	$	(13,944,904	)	$	(914,107	)	$	(14,859,011	)
Basic and diluted income (loss) per share	$	0.27		$	-	$	(0.22	)	$	0.04	(2)	$	(0.18	)
Weighted average shares outstanding		62,432,499			-		62,432,499			18,632,381			81,064,880

(1) To record depreciation of assets acquired and amortization of intangible assets acquired based on life of assets.

(2) To record net change in loss per share for new shares issued and pro forma adjustments to expense.

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