Exhibit 99.3
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF
LEADING ASIA PACIFIC INVESTMENT LIMITED AND SUBSIDIARIES
DECEMBER 31, 2009 AND 2008
INDEX TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS | |
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Pro Forma Condensed Combined Balance Sheets | 1 |
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Pro Forma Condensed Statements of Cash Flows | 2 |
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Notes to Pro Forma Condensed Combined Financial Statements | 3 |
LEADING ASIA PACIFIC INVESTMENT LIMITED AND SUBSIDIARIES
Pro Forma Consolidated Balance Sheet
(In US Dollars)
| | December 31, 2009 | |
| | Leading Asia | | | China TMK | | | | | | Pro Forma | |
| | Pacific | | | Battery Systems Inc. | | | Pro Forma | | | Consolidated | |
| | Investment | | | (formerly Deerfield | | | Adjustments | | | Balance | |
| | Limited | | | Resources, Ltd.) | | | | | | Sheet | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Assets | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | |
Cash and cash equivalents | $ | 185,590 | | $ | - | | $ | | | $ | 185,590 | |
Trade receivables, net | | 2,909,234 | | | - | | | | | | 2,909,234 | |
Advances to suppliers | | 215,689 | | | - | | | | | | 215,689 | |
VAT recoverable | | 34,660 | | | - | | | | | | 34,660 | |
Short-term loans receivable | | - | | | - | | | | | | - | |
Inventories, net | | 3,973,697 | | | - | | | | | | 3,973,697 | |
Due from related parties | | 15,204 | | | - | | | | | | 15,204 | |
Prepaid expenses and deposits | | - | | | - | | | | | | - | |
Restricted cash | | 438,780 | | | - | | | | | | 438,780 | |
Total current assets | | 7,772,854 | | | - | | | - | | | 7,772,854 | |
| | | | | | | | | | | | |
Property, equipment and construction in progress, net | | 11,039,703 | | | - | | | | | | 11,039,703 | |
Advance for property and equipment purchase | | 16,930,020 | | | - | | | | | | 16,930,020 | |
Restricted Cash | | 263,268 | | | - | | | | | | 263,268 | |
Other Assets | | 50,804 | | | - | | | | | | 50,804 | |
Total Assets | $ | 36,056,649 | | $ | - | | $ | - | | $ | 36,056,649 | |
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Liabilities & Stockholders' Equity | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | |
Accounts payable | $ | 1,792,414 | | $ | 40,311 | | $ | (40,311 | ) (b) | $ | 1,792,414 | |
Customer deposits | | 179,272 | | | - | | | | | | 179,272 | |
Accrued liabilities and other payable | | 511,676 | | | - | | | | | | 511,676 | |
Various taxes payable | | 7,453 | | | - | | | | | | 7,453 | |
Short-term bank loans | | 4,722,660 | | | - | | | | | | 4,722,660 | |
Current portion of long-term bank loans | | 2,451,700 | | | - | | | | | | 2,451,700 | |
Wages payable | | 556,189 | | | - | | | | | | 556,189 | |
Bank notes payable | | - | | | - | | | | | | - | |
Corporate taxes payable | | 216,443 | | | - | | | | | | 216,443 | |
Property purchase payable | | - | | | - | | | | | | - | |
Due to related parties | | 17,691 | | | 109,516 | | | (109,516 | ) (b) | | 17,691 | |
Deferred revenue | | 36,854 | | | | | | | | | 36,854 | |
Total current liabilities | | 10,492,352 | | | 149,827 | | | (149,827 | ) | | 10,492,352 | |
| | | | | | | | | | | | |
Long term bank loans | | 9,236,953 | | | - | | | | | | 9,236,953 | |
Deferred tax liability | | 593,977 | | | - | | | | | | 593,977 | |
Note payable related parties | | - | | | 25,000 | | | (25,000 | ) (b) | | - | |
Total liabilities | $ | 20,323,282 | | $ | 174,827 | | $ | (174,827 | ) | $ | 20,323,282 | |
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Commitments and contingencies | | - | | | - | | | | | | | |
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Stockholders' Equity | | | | | | | | | | | | |
Preferred stock, par value $0.001, 10,000,000 shares authorized, none issued and outstanding | | | | | | | | | | | | |
Common stock, $0.001 par value, 300,000,000 shares authorized; 28,000,000 shares issued and outstanding at December 31, 2009 | | 50,000 | | | 32,600 | | | (54,600 | ) (a) | | 28,000 | |
Additional paid-in capital | | 1,168,451 | | | 89,274 | | | (242,101 | ) (a) | | 1,190,451 | |
Accumulated other comprehensive income | | 365,187 | | | - | | | | | | 365,187 | |
Statutory surplus reserve fund | | 1,038,988 | | | - | | | | | | 1,038,988 | |
Retained earnings | | 13,110,741 | | | (296,701 | ) | | 296,701 | | | 13,110,741 | |
Total Stockholders' Equity | | 15,733,367 | | | (174,827 | ) | | 174,827 | | | 15,733,367 | |
Total Liabilities & Stockholders' Equity | $ | 36,056,649 | | $ | - | | $ | - | | $ | 36,056,649 | |
The accompanying notes are an integral part of these pro forma financial statements.
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LEADING ASIA PACIFIC INVESTMENT LIMITED AND SUBSIDIARY
Pro forma Consolidated Statements of Operations and Comprehensive Income for the Year Ended December 31, 2009
(In US Dollars)
| | For the year ended December 31, 2009 | |
| | Leading | | | China TMK | | | | | | Pro Forma | |
| | Asia Pacific | | | Battery Systems Inc. | | | | | | Consolidated | |
| | Investment | | | (formerly Deerfield | | | Pro Forma | | | Income | |
| | Limited | | | Resources,Ltd.) | | | Adjustments | | | Statement | |
| | | | | | | | | | | | |
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Revenues | $ | 48,627,436 | | $ | - | | $ | | | $ | 48,627,436 | |
Other Sales | | 18,471 | | | - | | | | | | 18,471 | |
Cost of goods sold | | (36,547,011 | ) | | - | | | | | | (36,547,011 | ) |
Gross Profit | | 12,098,896 | | | - | | | - | | | 12,098,896 | |
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Operating Costs and Expenses | | | | | | | | | | | | |
Selling expenses | | 979,174 | | | - | | | | | | 979,174 | |
Depreciation | | 114,642 | | | - | | | | | | 114,642 | |
Bad debts (recovery) | | (66,129 | ) | | - | | | | | | (66,129 | ) |
Other General and administrative expenses | | 1,349,298 | | | 87,692 | | | | | | 1,436,990 | |
Mineral property costs | | - | | | 17,500 | | | | | | 17,500 | |
Research and development | | 494,825 | | | - | | | | | | 494,825 | |
Total operating costs and expenses | | 2,871,810 | | | 105,192 | | | - | | | 2,977,002 | |
Income from operations | | 9,227,086 | | | (105,192 | ) | | - | | | 9,121,894 | |
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Other income (expenses) | | | | | | | | | | | | |
Interest income | | 40 | | | - | | | | | | 40 | |
Interest expense | | (581,920 | ) | | (8,088 | ) | | | | | (590,008 | ) |
Sundry income, net | | 76,032 | | | - | | | | | | 76,032 | |
Gain on acquisition of business | | 106,364 | | | - | | | - | | | 106,364 | |
Total other income (expenses) | | (399,484 | ) | | (8,088 | ) | | - | | | (407,572 | ) |
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Income before income taxes | | 8,827,602 | | | (113,280 | ) | | | | | 8,714,322 | |
Income Taxes | | (1,334,447 | ) | | - | | | | | | (1,334,447 | ) |
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Net Income | $ | 7,493,155 | | $ | (113,280 | ) | $ | - | | $ | 7,379,875 | |
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Other Comprehensive income | | (42,970 | ) | | - | | | | | | (42,970 | ) |
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Comprehensive income | | 7,450,185 | | | (113,280 | ) | | - | | | 7,336,905 | |
The accompanying notes are an integral part of these pro forma financial statements.
2
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – BASIS OF PRESENTATION
On February 10, 2010, Leading Asia Pacific Investment Limited (the "Company") completed a reverse acquisition transaction through a share exchange with China TMK Battery Systems, Inc. ("China TMK", Formerly Deerfield Resource, Ltd., a Nevada Corporation), whereby China TMK acquired 100% of the issued and outstanding capital stock of the Company in exchange for 25,250,000 shares of the common stock of China TMK. As a result of the reverse acquisition, the Company became China TMK’s wholly-owned subsidiary and the former shareholders of the Company became controlling stockholders of China TMK. The share exchange transaction with China TMK was treated as a reverse acquisition, with the Company as the accounting acquirer and China TMK as the acquired party.
Consequently, the assets and liabilities and the historical operations that will be reflected in the consolidated financial statements for periods prior to the Share Exchange Agreement will be those of the Company and will be recorded at the historical cost basis. After the completion of the Share Exchange Agreement, the Company’s consolidated financial statements will include the assets and liabilities of the Company and China TMK, the historical operations of the Company and the operations of China TMK from the closing date of the Share Exchange Agreement.
These pro forma consolidated financial statements are prepared assuming the above transaction occurred on December 31, 2009 (as to the balance sheet) and on January 1, 2009 (as to the income statements).
Audited financial statements of the Company and China TMK have been used in the preparation of these pro forma consolidated financial statements. These pro forma consolidated financial statements should be read in conjunction with the historical financial statements of China TMK and the Company.
Note 2 – PRO FORMA ASSUMPTIONS AND ADJUSTMENTS
(a)
To eliminate the equity of the accounting acquiree, China TMK Industries Inc., and to reflect the recapitalization of the common stock and additional paid in capital of the Company as a result of the reverse merger.
(b)
To convert assets and liabilities to additional paid in capital per shell purchase agreement
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