Pro Forma Balance Sheet
As of May 31, 2010
| | | | | | | | Adjustments for | | | | | | | | | |
| | Striker | | | Granisol | | | Assets and | | | | | | | | | |
| | Energy Corp. | | | Product Line | | | Liabilities not | | | | Pro forma | | | | Pro Forma | |
| | 5/31/2010 | | | 5/31/2010 | | | Acquired | | | | Adjustments | | | | Balance Sheet | |
| | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | |
Cash | | 2,092 | | | 225,043 | | | (225,043 | ) | (1) | | 50,000 | | (2) | | 52,092 | |
Accounts receivable, net of related allowances | | - | | | 8,529 | | | (8,529 | ) | (1) | | - | | | | - | |
Inventories, net of reserve for obsolescence | | - | | | 10,152 | | | (10,152 | ) | | | - | | | | - | |
Inventory receivable | | - | | | - | | | - | | | | 117,180 | | (2) | | 117,180 | |
Deferred tax asset | | - | | | 47,803 | | | (47,803 | ) | (1) | | - | | | | - | |
Total current assets | | 2,092 | | | 291,527 | | | (291,527 | ) | | | 167,180 | | | | 169,272 | |
| | | | | | | | | | | | | | | | | |
Product rights and know-how | | - | | | - | | | - | | | | 882,820 | | (2) | | 882,820 | |
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Total assets | | 2,092 | | | 291,527 | | | (291,527 | ) | | | 1,050,000 | | | | 1,052,092 | |
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Current liabilities | | | | | | | | | | | | | | | | | |
Accounts payable | | 13,121 | | | 5,239 | | | (5,239 | ) | (1) | | - | | | | 13,121 | |
Accrued returns | | - | | | 35,047 | | | (35,047 | ) | (1) | | - | | | | - | |
Accrued income tax | | - | | | 52,518 | | | (52,518 | ) | (1) | | - | | | | - | |
Total current liabilities | | 13,121 | | | 92,804 | | | (92,804 | ) | | | - | | | | 13,121 | |
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Promissory note | | 52,402 | | | - | | | - | | | | - | | | | 52,402 | |
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Total liabilities | | 65,523 | | | 92,804 | | | (92,804 | ) | | | - | | | | 65,523 | |
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Shareholders' equity | | | | | | | | | | | | | | | | | |
Capital stock Authorized 150,000,000 common shares, par value $0.0001 Issued and outstanding 23,506,000 common shares, par value $0.0001 |
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2,056 |
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|
-
|
|
|
-
|
|
|
|
300 |
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(2) |
|
2,356 |
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Additional paid-in capital | | 200,723 | | | - | | | - | | | | 1,049,700 | | (2) | | 1,250,423 | |
Retained earnings (deficit) | | (266,210 | ) | | 198,723 | | | (198,723 | ) | | | - | | | | (266,210 | ) |
Total shareholders' equity | | (63,431 | ) | | 198,723 | | | (198,723 | ) | (1) | | 1,050,000 | | (2) | | 986,569 | |
| | | | | | | | | | | | | | | | | |
Total liabilities & net assets | | 2,092 | | | 291,527 | | | (291,527 | ) | | | 1,050,000 | | | | 1,052,092 | |
Pro FormaStatementof Operations
For the Three Months Ended May 31, 2010 | | | | | | | | | | | | Pro Forma | |
| | Striker | | | Granisol | | | Pro forma | | | | Statement of | |
| | 5/31/2010 | | | 3/31/2010 | | | Adjustments | | | | Operations | |
Gross sales | | - | | | 51,426 | | | - | | | | 51,426 | |
Sales deductions | | - | | | 18,032 | | | - | | | | 18,032 | |
Net sales | | - | | | 33,394 | | | - | | | | 33,394 | |
Cost of goods sold | | - | | | 21,293 | | | - | | | | 21,293 | |
Gross margin | | - | | | 12,101 | | | - | | | | 12,101 | |
| | | | | | | | | | | | | |
General and administrative expenses | | | | | | | | | | | | | |
Management fees | | 3,000 | | | - | | | - | | | | 3,000 | |
Legal and accounting fees | | 10,246 | | | - | | | - | | | | 10,246 | |
Other general and administrative expenses | | 3,268 | | | - | | | - | | | | 3,268 | |
Amortization of product rights and know-how | | - | | | - | | | 22,071 | | (3) | | 22,071 | |
Total general and administrative expenses | | 16,514 | | | - | | | 22,071 | | | | 38,585 | |
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Development expense | | - | | | 375 | | | - | | | | 375 | |
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Income (loss) before income taxes | | (16,514 | ) | | 11,726 | | | (22,071 | ) | | | (26,858 | ) |
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Income tax expense (benefit) | | - | | | 4,338 | | | (4,338 | ) | (4) | | - | |
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Net income (loss) | | (16,514 | ) | | 7,388 | | | (17,733 | ) | | | (26,858 | ) |
Pro Forma Statement of Operations
For the Year Ended February 28, 2010
| | | | | | | | | | | | Pro Forma | |
| | Striker | | | Granisol | | | Pro forma | | | | Statement of | |
| | 2/28/2010 | | | 12/31/2009 | | | Adjustments | | | | Operations | |
Gross sales | | - | | | 325,600 | | | - | | | | 325,600 | |
Sales deductions | | - | | | 118,823 | | | - | | | | 118,823 | |
Net sales | | - | | | 206,777 | | | - | | | | 206,777 | |
Cost of goods sold | | - | | | 134,914 | | | - | | | | 134,914 | |
Gross margin | | - | | | 71,863 | | | - | | | | 71,863 | |
| | | | | | | | | | | | | |
General and administrative expenses | | | | | | | | | | | | | |
Management fees | | 12,000 | | | - | | | - | | | | 12,000 | |
Legal and accounting fees | | 36,394 | | | - | | | - | | | | 36,394 | |
Other general and administrative expenses | | 9,807 | | | - | | | - | | | | 9,807 | |
Amotization of product rights and know-how | | - | | | - | | | 88,282 | | (3) | | 88,282 | |
Total general and administrative expenses | | 58,201 | | | - | | | 88,282 | | | | 146,483 | |
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Development expense | | - | | | 45,179 | | | - | | | | 45,179 | |
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Income (loss) before income taxes | | (58,201 | ) | | 26,684 | | | (88,282 | ) | | | (119,799 | ) |
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Income tax expense (benefit) | | - | | | 9,873 | | | (9,873 | ) | (4) | | - | |
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Net income (loss) | | (58,201 | ) | | 16,811 | | | (78,409 | ) | | �� | (119,799 | ) |
Notes to Pro Forma Consolidated Financial Information
(1) to remove the assets and liabilities not acquired in the acquistion of the Granisol product line.
(2) to record the two equity placements on June 17 and July 2, 2010, totaling 3 million common shares for proceeds of $1,050,000 necessary to acquire Granisol and to record the allocation of the $1 million purchase price, which includes $117,180 in inventory to be delivered to PediatRx, Inc. and to record the fair value of the product rights and know-how recognizing the ANDA and rights to manufacture and market the product acquired. Funding for the transaction was provided to PediatRx by Striker Energy Corp. which raised $ 1,050,000 in two equity placements prior to the transaction.
(3) to record the amortization of the acquired product rights and know-how using an estimated useful life of ten years on a straight -line basis.
(4) to record the income tax benefit associated with the amortization of the product rights and know-how net of the valuation allowance recorded against the deferred tax assets. The Company determined it was more likely than not the deferred tax assets would not be realized and recorded the pro forma adjustment net of the valuation allowance.
Striker Energy Corp. and |
The Granisol Product Line Acquisition |
SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA |
Explanatory Notes |
The unaudited pro forma financial data set forth below are presented to illustrate the estimated effects of the Purchase Agreement between PediatRx, Inc. and Cypress Pharmaceuticals, Inc., dated July 22, 2010, on our historical financial position and results of operations, adjusted to give effect to:
* The transaction wherein PediatRx, Inc., a wholly owned subsidiary of Striker Energy Corp. has acquired the assets of the Granisol product line. On July 22, 2010, PediatRx, Inc., entered into an Agreement with Cypress Pharmaceuticals, Inc., a private company.
Under the terms of the Purchase Agreement, PediatRx acquired all of the assets relating to the Granisol product line, including the ANDA, the Granisol trademark and the manufacturing and supply agreement with Therapex, a division of E-Z-EM Canada. As part of the agreement and prior to the closing, Cypress placed an order for inventory to be delivered to PediatRx after the closing date.
On July 23, 2010, PediatRx paid Cypress the consideration of $1 million for the assets and has assigned $117,180 to inventory receivable on the balance sheet as of May 31, 2010, with the remaining purchase price allocated to the product rights and know-how associated with the ANDA, the Granisol trademark, and the manufacturing and supply agreement with Therapex.
We have derived our historical financial data from our audited financial statements for the year ended February 28, 2010, and from our unaudited financial statements as of and for the three-month period ended May 31, 2010. We have derived Granisol's financial data from its audited financial statements for the year ended December 31, 2009, and its unaudited financial statements as of May 31, 2010 and for the three-month period ended March 31, 2010.
The unaudited pro forma combined balance sheet as of May 31, 2010 assumes the Agreement was completed on May 31, 2010. The information presented in the unaudited pro forma combined financial statements does not purport to represent what the financial position or results of operations would have been had the Agreement occurred as of May 31, 2010, nor is it indicative of future financial position or results of operations. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined, or the future result that the combined company will experience after the Agreement is completed.
The pro forma adjustments are based upon availible information and certain assumptions that management believes is reasonable under the circumstances. The unaudited pro forma financial statements should be read in conjunction with the accompanying notes and assumptions and the historical financial statements of Striker Energy Corp. and the Granisol Product Line.