Expedition Leasing, Inc.
and Sinary Bio-Technology Holdings Group, Inc. and Subsidiary
Pro forma Combined Balance Sheet
As of September 30, 2007
(unaudited)
| | Expedition | | | | Pro forma | | Pro forma | |
| | Leasing (1) | | Sinary (2) | | Adjustments | | Combined | |
| | (historical) | | | | | | | |
| | | | | | | | | |
ASSETS | | | | | | | | | |
| | | | | | | | | |
CURRENT ASSETS | | | | | | | | | |
Cash and cash equivalents | | $ | 1,979 | | $ | 101,180 | | $ | | | $ | 103,159 | |
Accounts receivable, net | | | | | | 7,207 | | | | | | 7,207 | |
Other receivables | | | | | | 16,004 | | | | | | 16,004 | |
Due from shareholder | | | | | | 2,737,408 | | | | | | 2,737,408 | |
Due from related parties | | | | | | 4,089 | | | | | | 4,089 | |
Inventory | | | | | | 324,216 | | | | | | 324,216 | |
| | | | | | | | | | | | | |
TOTAL CURRENT ASSETS | | | 1,979 | | | 3,190,104 | | | - | | | 3,192,083 | |
| | | | | | | | | | | | | |
ADVANCES FOR CONSTRUCTION AND EQUIPMENT | | | | | | 191,430 | | | | | | 191,430 | |
| | | | | | | | | | | | | |
PROPERTY AND EQUIPMENT, NET | | | | | | 4,109,798 | | | | | | 4,109,798 | |
CONSTRUCTION IN PROGRESS | | | | | | 2,669 | | | | | | 2,669 | |
INTANGIBLE ASSETS | | | | | | 252,807 | | | | | | 252,807 | |
| | | | | | | | | | | | | |
TOTAL ASSETS | | $ | 1,979 | | $ | 7,746,808 | | $ | - | | $ | 7,748,787 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | | | | | | |
Accounts payable | | $ | 46,812 | | $ | 82,318 | | $ | (46,812) | (a) | $ | 82,318 | |
Other payables | | | | | | 7,664,490 | | | | | | 7,664,490 | |
Accrued expenses | | | 24,350 | | | | | | (24,350) | (a) | | - | |
Due to related party | | | 60,000 | | | | | | (60,000) | (a) | | - | |
Due to shareholder | | | | | | 650,000 | (d) | | | | | 650,000 | |
| | | | | | | | | | | | | |
TOTAL CURRENT LIABILITIES | | | 131,162 | | | 8,396,808 | | | (131,162 | ) | | 8,396,808 | |
| | | | | | | | | | | | | |
STOCKHOLDERS' EQUITY | | | | | | | | | | | | | |
Common Stock | | | 252 | | | | | | - | (b) | | 252 | |
Additional paid in capital | | | 119,489 | | | | | | (117,762) | (a) | | 1,727 | |
Subscription Receivable | | | | | | | | | | | | - | |
Statutory reserve | | | | | | | | | | | | - | |
Retained earnings (accumulated deficit) | | | (248,924 | ) | | (650,000) | (d) | | 248,924 | (a) | | (650,000 | ) |
| | | | | | | | | | | | | |
TOTAL STOCKHOLDERS' EQUITY | | | (129,183 | ) | | (650,000 | ) | | 131,162 | | | (648,021 | ) |
| | | | | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 1,979 | | $ | 7,746,808 | | $ | - | | $ | 7,748,787 | |
(1) | Source: unaudited financial statements of Expedition Leasing, Inc. as of September 30, 2007 as filed in Quarterly Report on Form 10QSB filed with the SEC on November 14, 2007. |
(2) | Source: unaudited financial statements of Heilongjiang Weikang Bio-Technology Group Co., Ltd. ("Weikang") (a wholly owned subsidiary of Sinary) as of September 30, 2007 included in this 8-K, consolidated with Sinary on a pro forma basis. Sinary acquired Weikang on October 25, 2006 for $7.6 million by assumption of debt. |
(a) | Elimination of accumulated deficit, capital accounts as a result of recapitalization, and reflection of payment of all liabilities of EXDG prior to closing. |
(b) | After cancellation of 24,725,200 shares by the old shareholders of Expedition and issuance of 24,725,200 shares to the shareholder of Sinary |
See accompanying notes to pro forma combined financial statements
Expedition Leasing, Inc.
and Sinary Bio-Technology Holdings Group, Inc. and Subsidiary
Pro forma Combined Statement of Operations
For the Nine Months Ended September 30, 2007
(unaudited)
| | Expedition | | | | Pro forma | | Pro forma | |
| | Leasing (1) | | Sinary (2) | | Adjustments | | Combined | |
| | (historical) | | | | | | | |
| | | | | | | | | |
Net Revenue | | $ | 9,287 | | $ | 2,935,010 | | $ | | | $ | 2,944,297 | |
| | | | | | | | | | | | | |
Cost of Revenue | | | - | | | 1,474,004 | | | | | | 1,474,004 | |
| | | | | | | | | | | | | |
Gross Profit | | | 9,287 | | | 1,461,006 | | | - | | | 1,470,293 | |
| | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | |
Selling expenses | | | - | | | 7,651 | | | | | | 7,651 | |
General and administrative expenses | | | 56,585 | | | 230,816 | | | | | | 287,401 | |
| | | | | | | | | | | | | |
Total operating expenses | | | 56,585 | | | 238,467 | | | - | | | 295,052 | |
| | | | | | | | | | | | | |
Income (loss) from operations | | | (47,298 | ) | | 1,222,539 | | | - | | | 1,175,241 | |
| | | | | | | | | | | | | |
Non-operating expenses: | | | | | | | | | | | | | |
Interest income expense | | | (5,043 | ) | | | | | | | | (5,043 | ) |
Finance expenses | | | | | | (128 | ) | | | | | (128 | ) |
Other expenses | | | | | | (1,721 | ) | | | | | (1,721 | ) |
| | | | | | | | | | | | | |
Total non-operating expenses | | | (5,043 | ) | | (1,849 | ) | | - | | | (6,892 | ) |
| | | | | | | | | | | | | |
Income (loss) before income tax | | | (52,341 | ) | | 1,220,690 | | | - | | | 1,168,349 | |
| | | | | | | | | | | | | |
Net income (loss) | | $ | (52,341 | ) | $ | 1,220,690 | | $ | - | | $ | 1,168,349 | |
| | | | | | | | | | | | | |
Earnings per share | | $ | (0.00 | ) | | | | | | | $ | 0.05 | |
| | | | | | | | | | | | | |
Weighted average shares outstanding | | | 25,229,800 | | | | | | | | | 25,229,800 | |
(1) | Source: unaudited financial statements of Expedition Leasing, Inc. as of September 30, 2007 as filed in Quarterly Report on Form 10QSB filed with the SEC on November 14, 2007. |
(2) | Source: unaudited financial statements of Heilongjiang Weikang Bio-Technology Group Co., Ltd. ("Weikang") (a wholly owned subsidiary of Sinary) as of September 30, 2007 included in this Form 8-K, consolidated with Sinary on a pro forma basis. Sinary acquired Weikang on October 25, 2007 for $7.6 million by assumption of debt. |
See accompanying notes to pro forma combined financial statements
Expedition Leasing, Inc.
and Sinary Bio-Technology Holdings Group, Inc. and Subsidiary
Pro forma Combined Statement of Operations
For the Year Ended December 31, 2006
(unaudited)
| | Expedition | | | | Pro forma | | Pro forma | |
| | Leasing (1) | | Sinary (2) | | Adjustments | | Combined | |
| | (historical) | | | | | | | |
| | | | | | | | | |
Net Revenue | | $ | 9,600 | | $ | 2,487,148 | | $ | | | $ | 2,496,748 | |
| | | | | | | | | | | | | |
Cost of Revenue | | | - | | | 1,201,858 | | | | | | 1,201,858 | |
| | | | | | | | | | | | | |
Gross Profit | | | 9,600 | | | 1,285,290 | | | - | | | 1,294,890 | |
| | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | |
Selling expenses | | | - | | | 13,434 | | | | | | 13,434 | |
General and administrative expenses | | | 109,790 | | | 210,562 | | | | | | 320,352 | |
| | | | | | | | | | | | | |
Total operating expenses | | | 109,790 | | | 223,996 | | | - | | | 333,786 | |
| | | | | | | | | | | | | |
Income (loss) from operations | | | (100,190 | ) | | 1,061,294 | | | - | | | 961,104 | |
| | | | | | | | | | | | | |
Non-operating income (expenses): | | | | | | | | | | | | | |
Other expense | | | - | | | (4,458 | ) | | | | | (4,458 | ) |
Interest income | | | 3,573 | | | 3,556 | | | | | | 7,129 | |
Interest expense | | | (8,000 | ) | | - | | | | | | (8,000 | ) |
| | | | | | | | | | | | | |
Total non-operating expenses | | | (4,427 | ) | | (902 | ) | | - | | | (5,329 | ) |
| | | | | | | | | | | | | |
Income (loss) before income tax | | | (104,617 | ) | | 1,060,392 | | | - | | | 955,775 | |
| | | | | | | | | | | | | |
Net income (loss) | | $ | (104,617 | ) | $ | 1,060,392 | | $ | - | | $ | 955,775 | |
| | | | | | | | | | | | | |
Earnings per share | | $ | (0.00 | ) | | | | | | | $ | 0.04 | |
| | | | | | | | | | | | | |
Weighted average shares outstanding | | | 25,229,800 | | | | | | | | | 25,229,800 | |
(1) | Source: audited financial statements of Expedition Leasing, Inc. for the year ended December 31, 2006 as filed in Annual Report on Form 10-KSB filed with the SEC on April 2, 2007. |
(2) | Source: audited financial statements of Heilongjiang Weikang Bio-Technology Group Co., Ltd. ("Weikang") (a wholly owned subsidiary of Sinary) for the year ended December 31, 2006 included in Form 8-K, consolidated with Sinary on a pro forma basis. |
See accompanying notes to pro forma combined financial statements
Expedition Leasing, Inc. and
Sinary Bio-Technology Holdings Group, Inc. and subsidiary
Notes to Pro forma Combined Financial Statements
NOTE 1 - BASIS OF PRESENTATION
The accompanying pro forma combined balance sheet presents the accounts of Expedition Leasing, Inc. ("Expedition Leasing") and Sinary Bio-Technology Holdings Group, Inc. and subsidiary (collectively “Sinary”) as if both the acquisition of subsidiary by Sinary and the acquisition of Sinary by Expedition Leasing occurred on September 30, 2007. The accompanying pro forma combined statements of operations present the accounts of Expedition Leasing and Sinary for the year ended December 31, 2006 and the nine months ended September 30, 2007 as if both the acquisition of subsidiary by Sinary and the acquisition of Sinary by Expedition Leasing occurred on January 1, 2006 and January 1, 2007 for income statement purposes, and on September 30, 2007 for balance sheet purposes. For accounting purposes, the acquisition of Sinary by Expedition Leasing is being accounted for as a recapitalization of Sinary.
The following adjustments would be required if the acquisition occurred as indicated above:
a. | Recapitalization of Sinary to account for issuance of an aggregate of 24,725,200 shares of Expedition Leasing to the shareholders of Sinary, the total issued and outstanding shares after the reverse merger were 25,229,800; |
b. | Cancellation of 24,725,200 shares of Expedition Leasing common stock owned by major shareholder, president of Expedition Leasing and public float as part of the transaction; |
c. | Elimination of accumulated deficit, capital accounts as a result of recapitalization, and reflection of payment of all liabilities of Expedition Leasing prior to closing. |
d. | The payment of $650,000 for the cost of the shell is not reflected in the pro forma statement of operations as it is a non recurring expense. This amount however is reflected in the pro forma balance sheet. |
e. | The pro forma consolidation of Weikang with Sinary is based on a preliminary allocation of purchase price. |
f. | Sinary has no assets or operations other than the investment in Weikang of RMB 57 million by assumption of debt. |