Pro forma Balance Sheets
June 30, 2011
| | Nyxio | | | Nyxio | | | Pro forma | | | Unaudited | |
| | Technologies, Inc. | | | Technologies Corp. | | | Adjustments | | | Pro forma | |
| | | | | | | | | | | | |
Assets | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | |
Cash | | $ | 46,023 | | | $ | 60 | | | $ | - | | | $ | 46,083 | |
Accounts receivable | | | 520 | | | | - | | | | - | | | | 520 | |
Inventory | | | 10,003 | | | | - | | | | - | | | | 10,003 | |
Prepaid expenses | | | 2,650 | | | | 742 | | | | - | | | | 3,392 | |
Due from related party | | | 18,626 | | | | 85,500 | 6 | | | (85,500 | ) | | | 18,626 | |
Total current assets | | | 77,822 | | | | 86,302 | | | | (85,500 | ) | | | 78,624 | |
| | | | | | | | | | | | | | | | |
Fixed assets: | | | | | | | | | | | | | | | | |
net of accumulated depreciation | | | 15,470 | | | | - | | | | - | | | | 15,470 | |
| | | | | | | | | | | | | | | | |
Other assets: | | | | | | | | | | | | | | | | |
Deposits | | | 4,175 | | | | - | | | | - | | | | 4,175 | |
Total other assets | | | 4,175 | | | | - | | | | - | | | | 4,175 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 97,467 | | | $ | 86,302 | | | $ | (85,500 | ) | | $ | 98,269 | |
| | | | | | | | | | | | | | | | |
Liabilities and Stockholders' Deficit | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 114,465 | | | $ | 89,684 | 6 | | $ | (85,500 | ) | | $ | 118,649 | |
Convertible notes payable | | | - | | | | 17,007 | | | | - | | | | 17,007 | |
Notes payable | | | 167,618 | | | | 111,030 | | | | - | | | | 278,648 | |
Total current liabilities | | | 282,083 | | | | 217,721 | | | | (85,500 | ) | | | 414,304 | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | 282,083 | | | | 217,721 | | | | (85,500 | ) | | | 414,304 | |
| | | | | | | | | | | | | | | | |
Stockholders' equity | | | | | | | | | | | | | | | | |
Common stock | | | 255 | | | | 15,849 | 3 | | | (255 | ) | | | | |
| | | | | | | | 4 | | | 22,500 | | | | | |
| | | | | | | | 5 | | | (849 | ) | | | 37,500 | |
Additional paid-in capital | | | 127,345 | | | | 8,752,086 | 1 | | | (8,899,354 | ) | | | | |
| | | | | | | | 2 | | | 3,967,500 | | | | | |
| | | | | | | | 3 | | | 255 | | | | | |
| | | | | | | | 4 | | | (22,500 | ) | | | | |
| | | | | | | | 5 | | | 849 | | | | 3,926,181 | |
Accumulated deficit | | | (312,216 | ) | | | (8,899,354 | )1 | | | 8,899,354 | | | | - | |
| | | | | | | | 2 | | | (3,967,500 | ) | | | (4,279,716 | ) |
Total shareholders' equity | | | (184,616 | ) | | | (131,419 | ) | | | - | | | | (316,035 | ) |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholders' equity | | $ | 97,467 | | | $ | 86,302 | | | $ | (85,500 | ) | | $ | 98,269 | |
| | | | | | | | | | | | | | | | |
1 Additional paid-in capital | | | 8,899,354 | | | | | | | | | | | | | |
Accumulated deficit | | | | | | | 8,899,354 | | | | | | | | | |
To eliminated RE of LED | | | | | | | | | | | | | | | | |
2 Share-based compensation expense | | | 3,967,500 | | | | | | | | | | | | | |
Additional paid-in capital | | | | | | | 3,967,500 | | | | | | | | | |
To record FV of warrants issued in connection with Merger | | | | | | | | | | | | | |
3 Common stock | | | 255 | | | | | | | | | | | | | |
Additional paid-in capital | | | | | | | 255 | | | | | | | | | |
To eliminated capital stock of Nyxio | | | | | | | | | | | | | | | | |
4 Additional paid-in capital | | | 22,500 | | | | | | | | | | | | | |
Common stock | | | | | | | 22,500 | | | | | | | | | |
To record issuance of merger shares per agreement | | | | | | | | | | | | | |
5 Common stock | | | 849 | | | | | | | | | | | | | |
Additional paid-in capital | | | | | | | 849 | | | | | | | | | |
To record cancellation of shares per merger agreement | | | | | | | | | | | | | |
6 Accrued expenses | | | 85,500 | | | | | | | | | | | | | |
Prepaid expenses | | | | | | | 85,500 | | | | | | | | | |
To eliminate intercompany activity | | | | | | | | | | | | | | | | |
The Accompanying notes are an integral part of these financial statements
Pro forma Statements of Operations
For the Six-Months Ended June 30, 2011
| | Nyxio | | | Nyxio | | | | | | | |
| | Technologies | | | Technologies | | | Pro forma | | | Unaudited | |
| | Inc. | | | Corp | | | Adjustments | | | Pro forma | |
| | | | | | | | | | | | |
Revenue | | $ | 3,338 | | | $ | - | | | $ | - | | | $ | 3,338 | |
Cost of goods sold | | | 2,183 | | | | - | | | | - | | | | 2,183 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 1,155 | | | | - | | | | - | | | | 1,155 | |
| | | | | | | | | | | | | | | | |
Operating expenses | | | | | | | | | | | | | | | | |
Consulting services | | | 18,230 | | | | - | | | | - | | | | 18,230 | |
Depreciation | | | 1,779 | | | | - | | | | - | | | | 1,779 | |
General and administrative | | | 20,232 | | | | 1,027 | | | | - | | | | 21,259 | |
Professional fees | | | 75,683 | | | | 65,210 | | | | - | | | | 140,893 | |
Promotional and marketing | | | 11,145 | | | | - | | | | - | | | | 11,145 | |
Rent expense | | | 17,821 | | | | - | | | | - | | | | 17,821 | |
Salaries and wages | | | 20,859 | | | | 10,500 | | | | - | | | | 31,359 | |
Share-based compensastion | | | - | | | | - | | | | 3,967,500 | 2 | | | 3,967,500 | |
Travel and entertainment | | | 33,074 | | | | - | | | | - | | | | 33,074 | |
Total operating expenses | | | 198,823 | | | | 76,737 | | | | 3,967,500 | | | | 4,243,060 | |
| | | | | | | | | | | | | | | | |
Net loss from operations | | | (197,668 | ) | | | (76,737 | ) | | | (3,967,500 | ) | | | (4,241,905 | ) |
| | | | | | | | | | | | | | | | |
Other income (expense) | | | | | | | | | | | | | | | | |
Interest expense | | | (10,711 | ) | | | (5,077 | ) | | | - | | | | (15,788 | ) |
Total other income (expense) | | | (10,711 | ) | | | (5,077 | ) | | | - | | | | (15,788 | ) |
| | | | | | | | | | | | | | | | |
Net loss | | $ | (208,379 | ) | | $ | (81,814 | ) | | $ | (3,967,500 | ) | | $ | (4,257,693 | ) |
| | | | | | | | | | | | | | | | |
Basic and fully diluted loss per common share | | $ | (7.41 | ) | | $ | (0.01 | ) | | | | | | | | |
Basic and fully diluted - weighted average common shares outstanding | | | 28,111 | | | | 15,536,221 | | | | | | | | | |
The accompanying notes are an integral part of these financial statements
Pro forma Statements of Operations
For the Year Ended December 31, 2010
| | Nyxio | | | Nyxio | | | | | | | |
| | Technologies | | | Technologies | | | Pro forma | | | Unaudited | |
| | Inc. | | | Corp | | | Adjustments | | | Pro forma | |
| | | | | | | | | | | | |
Revenue | | $ | 10,105 | | | $ | - | | | $ | - | | | $ | 10,105 | |
Cost of goods sold | | | 6,718 | | | | - | | | | - | | | | 6,718 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 3,387 | | | | - | | | | - | | | | 3,387 | |
| | | | | | | | | | | | | | | | |
Operating expenses | | | | | | | | | | | | | | | | |
Consulting services | | | 5,564 | | | | - | | | | - | | | | 5,564 | |
Depreciation | | | 1,980 | | | | - | | | | - | | | | 1,980 | |
General and administrative | | | 16,815 | | | | 4,424 | | | | - | | | | 21,239 | |
Professional fees | | | 651 | | | | 66,315 | | | | - | | | | 66,966 | |
Promotional and marketing | | | 5,705 | | | | 60,161 | | | | - | | | | 65,866 | |
Rent expense | | | 11,089 | | | | - | | | | - | | | | 11,089 | |
Salaries and wages | | | 40,079 | | | | 30,000 | | | | - | | | | 70,079 | |
Travel and entertainment | | | 18,156 | | | | - | | | | - | | | | 18,156 | |
Total operating expenses | | | 100,039 | | | | 160,900 | | | | - | | | | 260,939 | |
| | | | | | | | | | | | | | | | |
Net loss from operations | | | (96,652 | ) | | | (160,900 | ) | | | - | | | | (257,552 | ) |
| | | | | | | | | | | | | | | | |
Other income (expense) | | | | | | | | | | | | | | | | |
Interest expense | | | (7,185 | ) | | | (12,290 | ) | | | - | | | | (19,475 | ) |
Total other income (expense) | | | (7,185 | ) | | | (12,290 | ) | | | - | | | | (19,475 | ) |
| | | | | | | | | | | | | | | | |
Net loss | | $ | (103,837 | ) | | $ | (173,190 | ) | | $ | - | | | $ | (277,027 | ) |
| | | | | | | | | | | | | | | | |
Basic and fully diluted loss per common share | | $ | (1,038.37 | ) | | $ | (0.01 | ) | | | | | | | | |
Basic and fully diluted - weighted average common shares outstanding | | | 100 | | | | 25,503,818 | | | | | | | | | |
The accompanying notes are an integral part of these financial statements
Notes to Pro Forma Condensed Consolidated Financial Statement
(Unaudited)
Note 1
The Unaudited Pro Forma Financial Information reflects financial information, which gives effect to the acquisition of all of the outstanding common shares of Nyxio Technologies, Inc. (“Nyxio”) (an Oregon Corporation) in exchange for 22,500,000 shares of common stock of Nyxio Technologies Corp (formerly LED Power Group, Inc.) (“LED”) (a Nevada Corporation).
The Pro Forma Statements included herein reflect the use of the purchase method of accounting for the above transaction. Such financial information has been prepared from, and should be read in conjunction with, the historical audited financial statements of Nyxio (included herein) and LED (filed with the SEC).
The Pro Forma Balance Sheet gives effect to the transaction as if it had occurred on June 30, 2011. The Pro Forma Statement of Operations gives effect to the transaction as if it had occurred at the beginning of the earliest period presented, combining the results of Nyxio and LED for the year ended December 31, 2010 and the six months ended June 30, 2011.
In accordance with the Merger Agreement, LED acquired 100% of the outstanding shares of Nyxio in exchange for 22,500,000 shares of its common stock or 66% ownership interest in LED. The pro forma adjustments reflect the recapitalization of Nyxio as the acquirer of LED resulting from the controlling interest acquired by Nyxio. Because the acquisition was accounted for under the purchase method, there was neither goodwill recognized nor any adjustments to the book value of the net assets of LED that would affect the pro forma statement of operations.