Exhibit 99.3
CHAMPIONS BIOTECHNOLOGY, INC., AND SUBSIDIARIES
UNUADITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
JANUARY 31, 2007
CHAMPIONS BIOTECHNOLOGY, INC., AND SUBSIDIARIES
INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
PAGE(S) | ||
Introduction to Unaudited Pro Forma Condensed Consolidated | ||
Financial Statements | 1 | |
Balance Sheet - January 31, 2007 (Unaudited) | 2 | |
Statement of Operations for the nine months ended | ||
January 31, 2007 (Unaudited) | 3 | |
Statement of Operations for the three months ended | ||
January 31, 2007 (Unaudited) | 4 | |
Notes to Financial Statements | 5 |
CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES
INTRODUCTION TO UNAUDITIED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
On May 18, 2007, Champions Biotechnology, Inc. and Subsidiaries (“The Company”) entered into an Agreement and Plan of Merger under which Biomerk, Inc. was acquired by Champions Biotechnology, Inc. The Company issued 4,000,000 shares of its common stock to acquire all the assets, liabilities and 100% of the stock of Biomerk, Inc.
The acquisition of Biomerk, Inc. by the Company will be accounted for under the purchase method of accounting.
The accompanying unaudited pro forma condensed consolidated balance sheet as of January 31, 2007 has been presented with consolidated subsidiaries at January 31, 2007. The unaudited pro forma condensed consolidated statement of operations for the nine months ended January 31, 2007 and the condensed consolidated statement of income for the three months ended January 31, 2007 have been presented as if the acquisition had occurred September 6, 2006, the date of inception of Biomerk, Inc.
The unaudited pro forma condensed consolidated statements do not necessarily represent the actual results that would have been achieved had the companies been combined at the beginning of the periods, nor may they be indicative of future operations. These unaudited pro forma condensed financial statements should be read in conjunction with the companies’ respective historical financial statements and notes included thereto.
CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JANUARY 31, 2007
ASSETS | (1) | ||||||||||||
Champions | Pro | ||||||||||||
Biotechnology, Inc. | Biomerk, Inc. | Note | Adjustments | Forma | |||||||||
Current Assets | |||||||||||||
Cash and cash equivalents | $ | 20,779 | $ | 399,650 | $ | - | $ | 420,429 | |||||
Interest Receivable | - | 4,529 | - | 4,529 | |||||||||
Prepaid expenses | - | 25,202 | - | 25,202 | |||||||||
Total current assets | 20,779 | 429,381 | - | 450,160 | |||||||||
Goodwill | - | - | a | 731,776 | 731,776 | ||||||||
TOTAL ASSETS | $ | 20,779 | $ | 429,381 | $ | 731,776 | $ | 1,181,936 | |||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||||||||
Current Liabilites | |||||||||||||
Accounts payable | $ | 21,662 | $ | 1,157 | $ | 22,819 | |||||||
Other accrued expenses | 311,563 | - | 311,563 | ||||||||||
Officer loans payable | 43,693 | - | 43,693 | ||||||||||
Liability for stock to be issued | - | - | b | - | |||||||||
Total current liabilities | 376,918 | 1,157 | - | 378,075 | |||||||||
TOTAL LIABILITIES | 376,918 | 1,157 | - | 378,075 | |||||||||
STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||||||||
Common stock, $.001 par value; 50,000,000 shares authorized; | |||||||||||||
27,324,658 issued and outstanding | 27,325 | 100 | a & b | 3,900 | 31,325 | ||||||||
Additional paid-in capital | 6,668,993 | 449,900 | a & b | 706,100 | 7,824,993 | ||||||||
Accumulated deficit | (7,008,273) | (21,776) | a | 21,776 | (7,008,273) | ||||||||
Less: prepaid consulting | (44,184) | - | (44,184) | ||||||||||
Total stockholders’ equity (deficit) | (356,139) | 428,224 | 731,776 | 803,861 | |||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 20,779 | $ | 429,381 | $ | 731,776 | $ | 1,181,936 | |||||
(1) Represents acquisition agreement of Biomerk, Inc. on May 18, 2007. |
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED JANUARY 31, 2007
(1) | |||||||||||||
Champions | Pro | ||||||||||||
Biotechnology, Inc. | Biomerk, Inc. | Note | Adjustments | Forma | |||||||||
REVENUES | $ | - | $ | - | $ | - | |||||||
OPERATING EXPENSES | |||||||||||||
General and adminstrative expenses | 74,086 | 28,048 | 102,134 | ||||||||||
LOSS BEFORE OTHER INCOME | (74,086) | (28,048) | (102,134) | ||||||||||
OTHER INCOME | |||||||||||||
Interest income | - | 6,272 | 6,272 | ||||||||||
Total other income | - | 6,272 | 6,272 | ||||||||||
LOSS BEFORE PROVISION FOR INCOME TAXES | (74,086) | (21,776) | (95,862) | ||||||||||
Provision for income taxes | - | - | - | ||||||||||
NET LOSS APPLICABLE TO COMMON SHARES | $ | (74,086) | $ | (21,776) | $ | (95,862) |
BASIC AND DILUTED INCOME LOSS PER SHARE | $ | (0.00) | $ | (2.18) |
WEIGHTED AVERAGE NUMBER | |||||||||||||
OF COMMON SHARES | 20,489,493 | 10,000 | b | ||||||||||
(1) represents the activity from inception (September 6, 2006) to January 31, 2007 |
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JANUARY 31, 2007
Champions | Pro | ||||||||||||
Biotechnology, Inc. | Biomerk, Inc. | Note | Adjustments | Forma | |||||||||
REVENUES | $ | - | $ | - | $ | - | |||||||
OPERATING EXPENSES | |||||||||||||
General and adminstrative expenses | 37,198 | 20,405 | 57,603 | ||||||||||
LOSS BEFORE OTHER INCOME | (37,198) | (20,405) | (57,603) | ||||||||||
OTHER INCOME | |||||||||||||
Interest income | - | 5,765 | 5,765 | ||||||||||
Total other income | - | 5,765 | 5,765 | ||||||||||
LOSS BEFORE PROVISION FOR INCOME TAXES | (37,198) | (14,640) | (51,838) | ||||||||||
Provision for income taxes | - | - | - | ||||||||||
NET LOSS APPLICABLE TO COMMON SHARES | $ | (37,198) | $ | (14,640) | $ | (51,838) |
BASIC AND DILUTED LOSS PER SHARE | $ | (0.00) | $ | (1.46) | |||||||||
WEIGHTED AVERAGE NUMBER | |||||||||||||
OF COMMON SHARES | 18,091,931 | 10,000 | b |
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
CHAMPIONS BIOTECHNOLOGY, INC., AND SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
The following unaudited pro forma adjustments are included in the accompanying unaudited pro forma condensed consolidated balance sheet as of January 31, 2007 and the unaudited pro forma condensed consolidated statement of operations for the nine months ended January 31, 2007 and the condensed consolidated statement of income for the three months ended January 31, 2007, to reflect the proposed combination of Champions Biotechnology, Inc., and Biomerk, Inc.
a. | To record the issuance of the 4,000,000 shares of Champions Biotechnology, Inc. common stock on May 18, 2007 in consideration for all the assets, liabilities and 100% of the shares of Biomerk, Inc. |
b. | To reflect shares issued on September 6, 2006 (date of inception) for Biomerk, Inc. instead of the actual date of issuance of May 14, 2007. The shares were issued on May 14, 2007 which represented a timing difference between when the cash was received and the date the Company had authorized them to be released for the cash. |