ANTIVIRAL TECHNOLOGIES, INC.
(FORMERLY TABLE MESA ACQUISITIONS, INC.)
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
1
ANTIVIRAL TECHNOLOGIES, INC.
(FORMERLY TABLE MESA ACQUISITIONS, INC.)
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Introduction to Unaudited Pro Forma Condensed Combined Financial Statements
The following unaudited pro forma condensed combined financial statements are presented to illustrate the estimated effects of our acquisition of Obio Pharmaceutical (H.K.) Limited (“Obio HK”) (the “Share Exchange”) on our historical financial position and our results of operations. We have derived our historical financial data for the year ended December 31, 2008 from our audited consolidated financial statements and for the six months ended June 30, 2009 from our unaudited condensed interim financial statements for the six months ended June 30, 2009 previously filed in our report with the Securities and Exchange Commission. We have derived the historical financial position of Obio HK for the year ended December 31, 2008 from Obio HK’s audited consolidated financial statements and for the six months ended June 30, 2009 from Obio HK’s unaudited financial statements for the six months e nded June 30, 2009. Obio HK’s audited financial statements for the two years ended December 31, 2008 are included elsewhere in this Form 8K.
The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2008 and for the six months ended June 30, 2009 assume that the Share Exchange was consummated on January 1, 2008. The unaudited pro forma condensed combined balance sheet as of December 31, 2008 and June 30, 2009 assume the Share Exchange was consummated on that date. The information presented in the unaudited pro forma condensed combined financial statements does not purport to represent what our financial position or results of operations would have been had the Share Exchange occurred as of the dates indicated, nor is it indicative of our future financial position or results of operations for any period. 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 results that the combined companies w ill experience after the Share Exchange.
The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances.
These unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes and assumptions and the historical financial statements and related notes of us and Obio HK.
2
Antiviral Technologies, Inc.
(Formerly Table Mesa Acquisitions, Inc.)
Pro forma condensed combined balance sheet
As of June 30, 2009 (Unaudited)
(Stated in US Dollars)
See accompanying notes to these financial statements
3
Antiviral Technologies, Inc.
(Formerly Table Mesa Acquisitions, Inc.)
Pro forma condensed combined statement of operations and comprehensive loss
For the six months ended June 30, 2009 (Unaudited)
(Stated in US Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Antiviral |
| Obio HK |
|
|
|
|
|
|
|
|
| Six months |
| Six months |
|
|
|
|
|
|
|
|
| ended |
| ended |
|
|
|
|
| Pro Forma |
|
|
| June 30, |
| June 30, |
| Pro Forma |
|
|
| Combined |
|
|
| 2009 |
| 2009 |
| Adjustments |
| [1] |
| Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
| $- |
| $- |
| $- |
|
|
| $- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
Selling and distribution costs |
| - |
| 9,261 |
| - |
|
|
| 9,261 |
|
General and administrative expenses |
| 5,387 |
| 237,305 |
| - |
|
|
| 242,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
| (5,387 | ) | (246,566 | ) | - |
|
|
| (251,953 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
Other income Interest income |
| 9 - |
| 16,534 109 |
| - |
|
|
| 16,543 109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
| (5,378 | ) | (229,923 | ) | - |
|
|
| (235,301 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
| - |
| - |
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $(5,378 | ) | $(229,923 | ) | $- |
|
|
| $(235,301 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
| - |
| - |
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
| $(5,378 | ) | $(229,923 | ) | $- |
|
|
| $(235,301 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share |
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
| $(0.00 | ) | $(114,962 | ) |
|
|
|
| $(0.00 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
Basic and dilutive |
| 3,000,000 |
| 2 |
|
|
| [3] |
| 150,000,000 |
|
See accompanying notes to these financial statements
4
Antiviral Technologies, Inc.
(Formerly Table Mesa Acquisitions, Inc.)
Pro forma condensed combined statement of operations and comprehensive loss
For the twelve months ended December 31, 2008 (Unaudited)
(Stated in US Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Antiviral |
| Obio HK |
|
|
|
|
|
|
|
|
| Twelve mths |
| Twelve mths |
|
|
|
|
|
|
|
|
| ended |
| ended |
|
|
|
|
| Pro Forma |
|
|
| December 31, |
| December 31, |
| Pro Forma |
|
|
| Combined |
|
|
| 2008 |
| 2008 |
| Adjustments |
| [1] |
| Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
| $- |
| $- |
| $- |
|
|
| $- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
Selling and distribution costs |
| - |
| 5,592 |
| - |
|
|
| 5,592 |
|
General and administrative expenses |
| 6,853 |
| 210,888 |
| - |
|
|
| 217,741 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
| (6,853 | ) | (216,480 | ) | - |
|
|
| (223,333 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
Other income Interest income |
| - - |
| (104,975 11,002 | ) | - |
|
|
| (104,975 11,002 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
| (6,853 | ) | (310,453 | ) | - |
|
|
| (317,306 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
| - |
| - |
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $(6,853 | ) | $(310,453 | ) | $- |
|
|
| $(317,306 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
| - |
| 10 |
| - |
|
|
| 10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
| $(6,853 | ) | $(310,443 | ) | $- |
|
|
| $(317,296 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share |
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
| $(0.00 | ) | $(155,226.50 | ) |
|
|
|
| $(0.00 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
Basic and dilutive |
| 3,000,000 |
| 2 |
|
|
| [3] |
| 150,000,000 |
|
See accompanying notes to these financial statements.
5
Antiviral Technologies, Inc.
(Formerly Table Mesa Acquisitions, Inc.)
Notes to pro forma condensed combined financial statements
June 30, 2009 (Unaudited)
(Stated in US Dollars)
[1]
The Share Exchange is deemed to be a reverse acquisition. In accordance with the Accounting and Financial Reporting Interpretations and Guidance prepared by the staff of the U.S. Securities and Exchange Commission, Antiviral Technologies, Inc. (the legal acquirer) is considered the accounting acquiree and Obio HK (the legal acquiree) is considered the accounting acquirer. The consolidated financial statements of the combined entity will in substance be those of Obio HK, with the assets and liabilities, and revenues and expenses of Antiviral Technologies being included effective from the date of consummation of the Share Exchange. Antiviral Technologies is deemed to be a continuation of the business of Obio HK. The outstanding stock of Antiviral Technologies prior to the Share Exchange will be accounted for at their net book value and no goodwill will be recognized.
[2]
To recapitalize for the Share Exchange.
|
|
| DR |
| CR |
|
| Commom stock – Table Mesa | $1 |
|
|
|
| Additional paid-in capital | $161,746 |
|
|
|
| Common Stock – Obio HK |
|
| $147,000 |
|
| Accumulated deficit |
|
| $14,747 |
[3]
The pro forma statements assume the Share Exchange occurred at the beginning of the period presented; weighted average number of shares therefore equals number of shares outstanding at the end of the completion of the transaction.
|
|
Previously existing number of shares of Antiviral Technologies | 3,000,000 |
Share Exchange | 147,000,000 |
|
|
Weighted average number of shares | 150,000,000 |
Antiviral Technologies did not have any dilutive instrument during the year ended December 31, 2008 and the six months ended June 30, 2009 nor any dilutive instrument will be issued in connection with the Share Exchange. Accordingly, the reported basic and diluted loss per share is the same.
6