SunSi Energies Inc.
INTRODUCTION TO PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS
AS OF
THE FISCAL YEAR ENDED MAY 31, 2010
The following unaudited pro-forma income statements and the explanatory notes give effect to the acquisition by SunSi of Zibo Baokai Trade Co. Ltd(“Baokai”) on December 8, 2010.
The pro-forma consolidated income statement and balance sheets and explanatory notes are based on the estimates and assumptions set forth in the explanatory notes. These pro-forma consolidated income statements have been prepared utilizing the historical financial statements of SunSi Energies, Inc. Baokai and should be read in conjunction with the historical financial statements and notes thereto included elsewhere in this filing.
The pro-forma income statements have been prepared as if the reverse capitalization had occurred on June 1, 2009. This pro-forma consolidated financial data is provided for comparative purposes only, and does not purport to be indicative of the actual financial position or results of operations had the acquisition occurred at the beginning of the periods presented, nor are they necessarily indicative of the results of future operations.
Sunsi Energies, Inc.
for the Year ended May 31, 2010
| | Sunsi | | | Zibo Baoaki | | | Adjustments | | | Consolidated | |
| | Energies, Inc. | | | Trade Co. Ltd | | | | | | | |
| | 2010 | | | 2010 | | | | | | 2010 | |
ASSETS | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 598,468 | | | $ | 63,452 | | | $ | (270,000 | )(b) | | $ | 391,920 | |
Inventory | | | - | | | | 210,341 | | | | | | | | 210,341 | |
Tax receivabe | | | - | | | | 32,784 | | | | | | | | 32,784 | |
Other receivable | | | - | | | | 117,165 | | | | | | | | 117,165 | |
Total current assets | | | 598,468 | | | | 423,742 | | | | (270,000 | ) | | | 752,210 | |
Related party receivable | | | - | | | | 408,084 | | | | | | | | 408,084 | |
Total assets | | $ | 598,468 | | | $ | 831,826 | | | | (270,000 | ) | | $ | 1,160,294 | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 149,538 | | | $ | 134,926 | | | | | (a) | | $ | 284,464 | |
Other payable | | | - | | | | 320,738 | | | | | | | | 320,738 | |
Related party payable | | | - | | | | 73,228 | | | | | | | | 73,228 | |
Advances payable | | | 230,981 | | | | - | | | | | | | | 230,981 | |
Compensation payable-related party | | | 5,671 | | | | - | | | | | | | | 5,671 | |
Total current liabilities | | | 386,190 | | | | 528,892 | | | | - | | | | 915,082 | |
| | | | | | | | | | | | | | | | |
Minority interest | | | - | | | | - | | | | 1,448 | | | | 1,448 | |
| | | | | | | | | | | | | | | | |
Stockholders' equity | | | | | | | | | | | | | | | | |
Common stock, $0.001 par value, 75,000,000 shares authorized, 27,312,500and 26,760,000 issued and outstanding in 2010 and 2009, respectively | | | 27,312 | | | | - | | | | | | | | 27,312 | |
Additional paid-in capital | | | 1,018,764 | | | | 287,886 | | | | (270,000 | )(b) | | | 1,036,650 | |
Accumulated deficit | | | (833,798 | ) | | | 10,210 | | | | (1,448 | )(a) | | | (825,036 | ) |
Accumulated othe comprehensive income | | | - | | | | 4,838 | | | | | | | | 4,838 | |
Total stockholders' equity | | | 212,278 | | | | 302,934 | | | | (271,448 | ) | | | 243,764 | |
Total liabilities and stockholders' equity | | $ | 598,468 | | | $ | 831,826 | | | $ | (270,000 | ) | | $ | 1,160,294 | |
(a) to record liability for minority interest
(b) to reflect the net impact of the purchase price that SunSi paid for Baokai
Unaudited Proforma Statement of Operations
and Comprehensive Income for the Year ended
May 31, 2010
| | Historical | | | | | | | |
| | Sunsi | | | Zibo Baoaki | | | | | | Combined | |
| | Energies, Inc. | | | Trade Co. Ltd | | | Adjustments | | | Pro Forma | |
| | | | | | | | | | | | |
Sales | | $ | - | | | | 483,148 | | | | - | | | $ | 483,148 | |
Cost of goods sold | | | - | | | | 433,386 | | | | - | | | | 433,386 | |
Gross margin | | | - | | | | 49,762 | | | | - | | | | 49,762 | |
Operating expenses | | | | | | | | | | | | | | | | |
Selling,general and administrative | | | 40,854 | | | | 35,336 | | | | - | | | | 76,190 | |
Professional and outside services | | | 580,981 | | | | - | | | | - | | | | 580,981 | |
Total operating expenses | | | 621,835 | | | | 35,336 | | | | - | | | | 657,171 | |
Loss from operations | | | (621,835 | ) | | | 14,426 | | | | - | | | | (607,409 | ) |
Other expense | | | | | | | | | | | | | | | | |
Interest income | | | - | | | | 477 | | | | - | | | | 477 | |
Total other expense | | | - | | | | 477 | | | | - | | | | 477 | |
Loss before income taxes | | | (621,835 | ) | | | 14,903 | | | | - | | | | (606,932 | ) |
Income taxes | | | - | | | | 615 | | | | - | | | | 615 | |
Net income | | | (621,835 | ) | | | 14,288 | | | | | | | | (607,547 | ) |
Other comprehensive income: | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments | | | - | | | | 190 | | | | | | | | 190 | |
Total comprehensive income | | | (621,835 | ) | | | 14,478 | | | | | | | | (607,357 | ) |
Less: minority interest Baokai | | | | | | | | | | | (1,448 | )(a) | | | (1,448 | ) |
Net loss | | $ | (621,835 | ) | | $ | 14,478 | | | $ | (1,448 | ) | | $ | (608,805 | ) |
| | | | | | | | | | | | | | | | |
Loss per share: | | | | | | | | | | | | | | | | |
Basic and diluted | | $ | (0.02 | ) | | | | | | $ | - | | | $ | (0.02 | ) |
| | | | | | | | | | | | | | | | |
Weighted average number of common shares outstanding: | | | | | | | | | | | | | | | | |
Basic and diluted | | | 26,972,486 | | | | | | | | - | | | | 26,972,486 | |
(a) Reflects a 10% minority interest in Baokai