Exhibit 99.9
LINCOLN INTERNATIONAL CORPORATION |
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PRO FORMA FINANCIAL STATEMENT |
FOR DECEMBER 31, 2006 AND JUNE 30, 2007 |
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Introduction to Unaudited Pro Forma Consolidated Financial Statements |
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The following unaudited pro forma consolidated statements of operations reflect adjustments to the Lincoln International Corporation historical statements of operations for the year ended December 31, 2006 and the six months ended June 30, 2007 to give effect to the transactions described below. |
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On September 12, 2007, Lincoln acquired all of the stock of Keep On Holdings Limited, a British Virgin Islands corporation, which is the sole shareholder of Suny Electronics (Shenzhen) Co., Ltd., a Chinese corporation. At the time of the acquisition, Lincoln was not engaged in any business activities. Pursuant to an exchange agreement, the sole shareholder of Keep On Holdings and his designees received a controlling interest in Lincoln. From the date of the acquisition, Lincoln's sole business was the business previously conducted by Suny Electronics. As part of the transaction, Lincoln purchased from the controlling stockholder 2,175,000 shares of common stock for $340,133, and repaid debt due to the controlling stockholder in the amount of $284,867. The acquired shares were cancelled. As a result, the transaction is accounted for as a reverse acquisition, with Suny Electronics as the accounting acquiror. The reverse acquisition which was completed on September 12, 2007, is treated in the pro forma financial statements as if it had occurred on January 1, 2006. |
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Contemporaneously with the reverse acquisition, Lincoln completed a financing pursuant to which it issued, for $4,000,000, (i) 3,703,704 shares of Lincoln’s series A convertible preferred stock, with each share of series A preferred stock being initially convertible into 7.5 shares of common stock, (ii) warrants to purchase 41,250,000 shares of common stock at $.17 1/3 per share, and (iii) warrants to purchase 45,000,000 shares of common stock at $.20 per share. Lincoln used $625,000 from this financing to purchase the stock from and pay obligations to the controlling stockholder. |
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The unaudited pro forma consolidated statements of operations are not necessarily indicative of what the actual results of operations of Lincoln International Corporation would have been assuming the transactions had been completed as set forth above, nor do they purport to represent Lincoln International Corporation's results of operations for future periods. |
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The following unaudited pro forma consolidated balance sheets reflect adjustments to the Lincoln International Corporation historical balance sheet at December 31, 2006 and June 30, 2007 to give effect to this reversemerger. |
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The unaudited pro forma consolidated financial statements should be read in conjunction with the historical financial statements and related notes to Suny Electronics (Shenzhen) Co., Ltd. which are included in this form 8-K and the historical financial statements of Lincoln International Corporation which are included with its filings to the SEC. |
LINCOLN INTERNATIONAL CORPORATION |
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET |
JUNE 30, 2007 |
| | Suny | | KOH | | Lincoln | | Total | | Adjustments | | | | Combined | |
| | 6/30/2007 | | 6/30/2007 | | 7/31/07 | | | | | | | | | |
| | | | | | | | | | | | | | | |
Cash unrestricted | | | 864,408 | | | | | | 30 | | | 864,438 | | | (30 | ) | | A | | | 4,239,408 | |
| | | | | | | | | | | | | | | 3,375,000 | | | | | | | |
Cash restricted | | | 254,873 | | | | | | - | | | 254,873 | | | | | | | | | 254,873 | |
Accounts receivable | | | 2,119,489 | | | | | | - | | | 2,119,489 | | | | | | | | | 2,119,489 | |
Inventory | | | 1,619,444 | | | | | | - | | | 1,619,444 | | | | | | | | | 1,619,444 | |
Prepaid expenses and other receivables | | | 960,775 | | | | | | - | | | 960,775 | | | | | | | | | 960,775 | |
| | | | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 5,818,989 | | | - | | | 30 | | | 5,819,019 | | | 3,374,970 | | | | | | 9,193,989 | |
| | | | | | | | | | | | | | | | | | | | | | |
PPE | | | 1,635,702 | | | - | | | - | | | 1,635,702 | | | | | | | | | 1,635,702 | |
| | | | | | | | | | | | | | | | | | | | | | |
Long term RP receivable | | | - | | | 48,000 | | | - | | | 48,000 | | | (48,000 | ) | | R | | | - | |
| | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | 7,454,691 | | | 48,000 | | | 30 | | | 7,502,721 | | | 3,326,970 | | | | | | 10,829,691 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Short term loans | | | 641,882 | | | | | | - | | | 641,882 | | | | | | | | | 641,882 | |
Accounts payable and accrued expenses | | | 799,448 | | | | | | 63,166 | | | 862,614 | | | (63,166 | ) | | C | | | 799,448 | |
Advances and notes payable to related parties | | | - | | | | | | 219,026 | | | 219,026 | | | (219,026 | ) | | C | | | - | |
Tax payable | | | 145,943 | | | | | | - | | | 145,943 | | | | | | | | | 145,943 | |
| | | | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 1,587,273 | | | - | | | 282,192 | | | 1,869,465 | | | (282,192 | ) | | | | | 1,587,273 | |
| | | | | | | | | | | | | | | | | | | | | | |
Long tem RP payable | | | 48,145 | | | | | | - | | | 48,145 | | | | | | | | | 48,145 | |
| | | | | | | | | | | | | | | | | | | | | | |
Common stock | | | | | | | | | 261 | | | 261 | | | 8,532 | | | B | | | 8,575 | |
| | | | | | | | | | | | | | | (218 | ) | | C | | | | |
Preferred stock | | | | | | | | | | | | - | | | 3,703 | | | C | | | 3,703 | |
Owners capital | | | 1,265,767 | | | 50,000 | | | - | | | 1,315,767 | | | (50,000 | ) | | R | | | - | |
| | | | | | | | | | | | | | | (1,265,767 | ) | | R | | | | |
Additional paid in capital | | | 298,979 | | | | | | 1,918,361 | | | 2,217,340 | | | (1,918,361 | ) | | A | | | 5,211,921 | |
| | | | | | | | | | | | | | | (8,532 | ) | | C | | | | |
| | | | | | | | | | | | | | | 3,653,707 | | | C | | | | |
| | | | | | | | | | | | | | | 2,000 | | | R | | | | |
| | | | | | | | | | | | | | | 1,265,767 | | | R | | | | |
Retained earnings restricted | | | 198,550 | | | | | | - | | | 198,550 | | | | | | | | | 198,550 | |
Retained earnings unrestricted | | | 3,807,932 | | | (2,000 | ) | | (2,200,784 | ) | | 1,605,148 | | | 1,918,592 | | | A | | | 3,523,479 | |
| | | | | | | | | | | | | | | (261 | ) | | A | | | | |
Other comprehensive income | | | 248,045 | | | | | | - | | | 248,045 | | | | | | | | | 248,045 | |
| | | | | | | | | | | | | | | | | | | | | | |
Total equity | | | 5,819,273 | | | 48,000 | | | (282,162 | ) | | 5,585,111 | | | 3,609,162 | | | | | | 9,194,273 | |
| | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and equity | | | 7,454,691 | | | 48,000 | | | 30 | | | 7,502,721 | | | 3,326,970 | | | | | | 10,829,691 | |
| | | | | | | | | | | | | | | | |
See Notes to Pro Forma Financial Statements | | | | | | | | | | | |
LINCOLN INTERNATIONAL CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2007
| | Suny | | KOH | | Lincoln | | Total | | Adjustments | | | | Combined | |
| | 6 months to | | 6 months to | | 6 months to | | | | | | | | | |
| | 6/30/2007 | | 6/30/2007 | | 7/31/2007 | | | | | | | | | |
| | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | |
Revenue | | | 11,311,915 | | | | | | | | | 11,311,915 | | | | | | | | | 11,311,915 | |
COS | | | (8,720,780 | ) | | | | | | | | (8,720,780 | ) | | | | | | | | (8,720,780 | ) |
Gross profit | | | 2,591,135 | | | - | | | - | | | 2,591,135 | | | - | | | | | | 2,591,135 | |
| | | | | | | | | | | | | | | | | | | | | | |
Selling exp | | | 140,033 | | | | | | | | | 140,033 | | | | | | | | | 140,033 | |
G&A exp | | | 484,606 | | | - | | | 39,249 | | | 523,855 | | | (39,249 | ) | | A | | | 484,606 | |
Depreciation | | | 33,149 | | | | | | | | | 33,149 | | | | | | | | | 33,149 | |
| | | | | | | | | | | | | | | | | | | | | | |
Total operating exp | | | 657,788 | | | - | | | 39,249 | | | 697,037 | | | (39,249 | ) | | | | | 657,788 | |
| | | | | | | | | | | | | | | | | | | | | | |
Income from operations | | | 1,933,347 | | | - | | | (39,249 | ) | | 1,894,098 | | | 39,249 | | | | | | 1,933,347 | |
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Interrest income (exp) | | | (14,418 | ) | | | | | (9,659 | ) | | (24,077 | ) | | 9,659 | | | A | | | (14,418 | ) |
Other income (exp) | | | 543 | | | | | | | | | 543 | | | | | | | | | 543 | |
| | | | | | | | | | | | | | | | | | | | | | |
Income before tax | | | 1,919,472 | | | - | | | (48,908 | ) | | 1,870,564 | | | 48,908 | | | | | | 1,919,472 | |
Tax | | | 143,960 | | | - | | | | | | 143,960 | | | | | | | | | 143,960 | |
Net income | | | 1,775,512 | | | - | | | (48,908 | ) | | 1,726,604 | | | 48,908 | | | | | | 1,775,512 | |
See Notes to Pro Forma Financial Statements | | |
LINCOLN INTERNATIONAL CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2006
| | Suny | | KOH | | Lincoln | | Total | | Adjustments | | | | Combined | |
| | 12/31/2006 | | 12/31/2006 | | 1/31/07 | | | | | | | | | |
| | | | | | | | | | | | | | | |
Cash unrestricted | | | 134,991 | | | | | | 595 | | | 135,586 | | | (595 | ) | | A | | | 3,509,991 | |
| | | | | | | | | | | | | | | 3,375,000 | | | C | | | | |
Cash restricted | | | - | | | | | | - | | | - | | | | | | | | | - | |
Accounts receivable | | | 1,947,319 | | | | | | - | | | 1,947,319 | | | | | | | | | 1,947,319 | |
Inventory | | | 1,460,055 | | | | | | - | | | 1,460,055 | | | | | | | | | 1,460,055 | |
Prepaid expenses and other receivables | | | 194,063 | | | | | | - | | | 194,063 | | | | | | | | | 194,063 | |
| | | | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 3,736,428 | | | - | | | 595 | | | 3,737,023 | | | 3,374,405 | | | | | | 7,111,428 | |
| | | | | | | | | | | | | | | | | | | | | | |
PPE | | | 1,771,460 | | | | | | - | | | 1,771,460 | | | | | | | | | 1,771,460 | |
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Long term RP receivable | | | - | | | | | | - | | | - | | | | | | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | |
Total assets | | | 5,507,888 | | | - | | | 595 | | | 5,508,483 | | | 3,374,405 | | | | | | 8,882,888 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Short term loans | | | - | | | | | | - | | | - | | | | | | | | | - | |
Accounts payable and accrued expenses | | | 1,540,124 | | | | | | 34,765 | | | 1,574,889 | | | (34,765 | ) | | C | | | 1,540,124 | |
Advances and notes payable to related parties | | | - | | | | | | 199,126 | | | 199,126 | | | (199,126 | ) | | C | | | - | |
Tax payable | | | - | | | | | | - | | | - | | | | | | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 1,540,124 | | | - | | | 233,891 | | | 1,774,015 | | | (233,891 | ) | | | | | 1,540,124 | |
| | | | | | | | | | | | | | | | | | | | | | |
Long tem RP payable | | | 47,809 | | | | | | - | | | 47,809 | | | | | | | | | 47,809 | |
| | | | | | | | | | | | | | | | | | | | | | |
Common stock | | | | | | | | | 261 | | | 261 | | | 8,532 | | | B | | | 8,575 | |
| | | | | | | | | | | | | | | (218 | ) | | C | | | | |
Preferred stock | | | | | | | | | | | | - | | | 3,703 | | | | | | 3,703 | |
Owners capital | | | 385,854 | | | | | | - | | | 385,854 | | | (385,854 | ) | | R | | | - | |
| | | | | | | | | | | | | | | | | | | | | | |
Additional paid in capital | | | 298,979 | | | | | | 1,918,361 | | | 2,217,340 | | | (1,918,361 | ) | | A | | | 4,281,707 | |
| | | | | | | | | | | | | | | (8,532 | ) | | B | | | | |
| | | | | | | | | | | | | | | 3,605,406 | | | C | | | | |
| | | | | | | | | | | | | | | 385,854 | | | R | | | | |
Retained earnings restricted | | | 198,550 | | | | | | - | | | 198,550 | | | | | | | | | 198,550 | |
Retained earnings unrestricted | | | 2,912,334 | | | | | | (2,151,918 | ) | | 760,416 | | | 1,918,027 | | | A | | | 2,678,182 | |
| | | | | | | | | | | | | | | (261 | ) | | A | | | | |
Other comprehensive income | | | 124,238 | | | | | | - | | | 124,238 | | | | | | | | | 124,238 | |
| | | | | | | | | | | | | | | | | | | | | | |
Total equity | | | 3,919,955 | | | - | | | (233,296 | ) | | 3,686,659 | | | 3,608,296 | | | | | | 7,294,955 | |
| | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and equity | | | 5,507,888 | | | - | | | 595 | | | 5,508,483 | | | 3,374,405 | | | | | | 8,882,888 | |
See Notes to Pro Forma Financial Statements | | | | | | | | | | | | | |
LINCOLN INTERNATIONAL CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2006
| | Suny | | KOH | | Lincoln | | Total | | Adjustments | | | | Combined | |
| | 12 months to | | 12 months to | | 12 months to | | | | | | | | | |
| | 12/31/2006 | | 12/31/2006 | | 07/31/2007 | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Revenue | | | 15,884,094 | | | | | | | | | 15,884,094 | | | | | | | | | 15,884,094 | |
COS | | | (12,267,433 | ) | | | | | | | | (12,267,433 | ) | | | | | | | | (12,267,433 | ) |
Gross profit | | | 3,616,661 | | | - | | | - | | | 3,616,661 | | | - | | | | | | 3,616,661 | |
| | | | | | | | | | | | | | | | | | | | | | |
Selling exp | | | 249,187 | | | | | | | | | 249,187 | | | | | | | | | 249,187 | |
G&A exp | | | 878,598 | | | - | | | 56,600 | | | 935,198 | | | (56,600 | ) | | A | | | 878,598 | |
Depreciation | | | 75,202 | | | | | | | | | 75,202 | | | | | | | | | 75,202 | |
| | | | | | | | | | | | | | | | | | | | | | |
Total operating exp | | | 1,202,987 | | | - | | | 56,600 | | | 1,259,587 | | | (56,600 | ) | | | | | 1,202,987 | |
| | | | | | | | | | | | | | | | | | | | | | |
Income from operations | | | 2,413,674 | | | - | | | (56,600 | ) | | 2,357,074 | | | 56,600 | | | | | | 2,413,674 | |
| | | | | | | | | | | | | | | | | | | | | | |
Interrest income (exp) | | | (1,879 | ) | | | | | (18,315 | ) | | (20,194 | ) | | 18,315 | | | A | | | (1,879 | ) |
Other income (exp) | | | - | | | | | | | | | - | | | | | | | | | - | |
| | | | | | | | | | | | | | | | | | | | | | |
Income before tax | | | 2,411,795 | | | - | | | (74,915 | ) | | 2,336,880 | | | 74,915 | | | | | | 2,411,795 | |
Tax | | | - | | | - | | | 42 | | | 42 | | | (42 | ) | | A | | | - | |
Net income | | | 2,411,795 | | | - | | | (74,957 | ) | | 2,336,838 | | | 74,957 | | | | | | 2,411,795 | |
See Notes to Pro Forma Financial Statements
LINCOLN INTERNATIONAL CORPORATION
NOTES TO PROFORMA
FINANCIAL STATEMENTS
A | Eliminate Legal Acquirers assets and liabilities. |
B | Record issuance of stock for reverse merger. |
C | Record September 12, 2007 sale of preferred stock, purchase of common shares and their cancellation, and payment of acquired liabilities. |
R | Reclass of subsidiary balances. |