UNAUDITED PRO FORMA FINANCIAL INFORMATION
Subsequent to the Share Exchange, Alpha Nutra, Inc. changed its name to China Broadband, Inc. As the name change went into effect on May 4, 2007, references in these financial statements are to “Alpha Nutra, Inc.”
The following unaudited pro forma combined balance sheet as of December 31, 2006 combines the audited historical balance sheet of Alpha Nutra, Inc. as of December 31, 2006, the audited historical balance sheet of China Broadband Ltd., a recently acquired Cayman Islands company, as of December 31, 2006 and Jinan Guangdian Jia He Broadband Company, Ltd. a recently acquired Republic of China company as of December 31, 2006. The following unaudited pro forma combined balance sheet as of December 31, 2005 includes only the audited historical balance sheet of Alpha Nutra, Inc. as of December 31, 2005 and Jinan Guangdian Jia He Broadband Company, Ltd., as China Broadband Ltd., was formed during the year ended December 31, 2006. The following unaudited pro forma combined statement of operations for the year ended December 31, 2006 combines the audited historical statement of operations of Alpha Nutra, Inc. for the year ended December 31, 2006, the audited historical consolidated statement of operations of China Broadband Ltd. for the year ended December 31, 2006 and Jinan Guangdian Jia He Broadband Company, Ltd., for the year ended December 31, 2006, giving effect to the merger as if it had been consummated at the beginning of the period presented. The following unaudited pro forma combined statement of operations for the year ended December 31, 2005 includes only the audited historical statement of operations of Alpha Nutra, Inc. and Jinan Guangdian Jia He Broadband Company, Ltd., for the year ended December 31, 2006, as China Broadband Ltd. was formed during the year ended December 31, 2006.
The unaudited pro forma combined financial information should be read in conjunction with the audited historical financial statements and related notes of Alpha Nutra, Inc. which are incorporated by reference into this 8-K and the audited historical financial statements and related notes of China Broadband Ltd. and Jinan Guangdian Jia He Broadband Company, Ltd. which are included as an exhibit in this 8-K .
The unaudited pro forma combined financial information excludes costs associated with the integration and consolidation of the companies.
This unaudited pro forma combined financial information is not necessarily indicative of the operating results and financial position that might have been achieved had the merger occurred as of the beginning of the earliest period presented, nor are they necessarily indicative of operating results and financial position which may occur in the future.
UNAUDITED PRO FORMA COMBINED BALANCE SHEETS |
|
December 31, 2006 |
| | | | China | | Jinan | | | | | |
| | Alpha Nutra | | Broadband | | Broadband | | | | | |
| | December 31, | | December 31, | | December 31, | | | | Pro Forma | |
| | 2006 | | 2006 | | 2006 | | Adjustments | | Combined | |
ASSETS | | | | | | | | | | | |
| | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
Cash | | $ | - | | $ | 53,170 | | $ | 21,625 | | | | | $ | 74,795 | |
Escrow cash | | | - | | | 50,000 | | | - | | | | | | 50,000 | |
Accounts receivable, net | | | - | | | - | | | - | | | | | | - | |
Inventories | | | - | | | - | | | 1,569,904 | | | | | | 1,569,904 | |
Prepaid expenses and other current assets | | | - | | | - | | | 106,829 | | | | | | 106,829 | |
Total current assets | | | - | | | 103,170 | | | 1,698,358 | | | - | | | 1,801,528 | |
| | | | | | | | | | | | | | | | |
Property and equipment, net | | | - | | | - | | | 10,014,215 | | | | | | 10,014,215 | |
Issuance costs associated with private placement offering | | | - | | | 103,653 | | | - | | | | | | 103,653 | |
Other assets | | | - | | | - | | | - | | | | | | - | |
| | | | | | | | | | | | | | | | |
| | $ | - | | $ | 206,823 | | $ | 11,712,573 | | $ | - | | $ | 11,919,396 | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDER'S EQUITY | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | - | | $ | 6,762 | | $ | 2,105,747 | | | | | $ | 2,112,509 | |
Taxes payable | | | | | | | | | 25,767 | | | | | | 25,767 | |
Advance Payments | | | | | | | | | 1,007,807 | | | | | | 1,007,807 | |
Amount due to related company | | | | | | | | | 13,677,237 | | | | | | 13,677,237 | |
Convertible notes payable | | | - | | | 325,000 | | | - | | | | | | 325,000 | |
Total current liabilities | | | - | | | 331,762 | | | 16,816,558 | | | - | | | 17,148,320 | |
| | | | | | | | | | | | | | | | |
Convertible notes payable | | | - | | | - | | | - | | | | | | - | |
Other liabilities | | | - | | | - | | | - | | | | | | - | |
Total liabilities | | | - | | | 331,762 | | | 16,816,558 | | | - | | | 17,148,320 | |
| | | | | | | | | | | | | | | | |
Minority interest payable (receivable) | | | - | | | - | | | - | | | (2,269,619 | ) | | (2,269,619 | ) |
| | | | | | | | | | | | | | | | |
Stockholder's equity: | | | | | | | | | | | | | | | | |
Common stock | | | 535 | | | 50,000 | | | - | | | | | | 50,535 | |
Additional paid-in capital | | | 6,705,918 | | | - | | | - | | | | | | 6,705,918 | |
Retained Earnings (Accumulated Deficit) | | | (6,706,453 | ) | | (174,939 | ) | | (4,995,862 | ) | | 2,269,619 | | | (9,607,635 | ) |
Note receivable from stockholders | | | | | | | | | | | | | | | - | |
Accumulated other comprehensive income | | | | | | - | | | (108,123 | ) | | | | | (108,123 | ) |
Total stockholder's equity | | | - | | | (124,939 | ) | | (5,103,985 | ) | | 2,269,619 | | | (2,959,305 | ) |
| | | | | | | | | | | | | | | | |
| | $ | - | | $ | 206,823 | | $ | 11,712,573 | | $ | - | | $ | 11,919,396 | |
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS |
|
For Year Ended December 31, 2006 |
| | | | China | | Jinan | | | | | |
| | Alpha Nutra | | Broadband | | Broadband | | | | | |
| | Twelve | | Twelve | | Twelve | | | | | |
| | Months Ended | | Months Ended | | Months Ended | | | | | |
| | December 31, 2006 | | December 31, 2006 | | December 31, 2006 | | | | Pro Forma | |
| | Historical | | Historical | | Historical | | Adjustments | | Combined | |
| | | | | | | | | | | |
Sales | | $ | - | | $ | - | | $ | 2,899,451 | | $ | - | | $ | 2,899,451 | |
| | | | | | | | | | | | | | | | |
Cost of Sales | | | - | | | - | | | 1,187,734 | | | - | | | 1,187,734 | |
| | | | | | | | | | | | | | | | |
Gross Margin | | | - | | | - | | | 1,711,717 | | | - | | | 1,711,717 | |
| | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | |
Formation costs | | | - | | | 168,177 | | | - | | | - | | | 168,177 | |
Selling, general and administrative | | | - | | | - | | | 233,233 | | | - | | | 233,233 | |
| | | - | | | - | | | - | | | - | | | - | |
| | | | | | | | | | | | | | | | |
Earnings before interest, depreciation and amortization | | | - | | | (168,177 | ) | | 1,478,484 | | | - | | | 1,310,307 | |
| | | | | | | | | | | | | | | | |
Depreciation and amortization and impairment | | | - | | | - | | | 6,110,360 | | | - | | | 6,110,360 | |
| | | | | | | | | | | | | | | | |
Income (loss) from operations | | | - | | | (168,177 | ) | | (4,631,876 | ) | | - | | | (4,800,053 | ) |
| | | | | | | | | | | | | | | | |
Interest and other income (expense), net | | | - | | | (6,762 | ) | | - | | | - | | | (6,762 | ) |
| | | | | | | | | | | | | | | | |
Income (loss) before income tax provision | | | - | | | (174,939 | ) | | (4,631,876 | ) | | - | | | (4,806,815 | ) |
| | | | | | | | | | | | | | | | |
Income tax provision | | | - | | | - | | | - | | | - | | | - | |
| | | | | | | | | | | | | | | | |
Income Loss before minority interest | | | - | | | (174,939 | ) | | (4,631,876 | ) | | - | | | (4,806,815 | ) |
| | | | | | | | | | | | | | | | |
Minority Interest | | | - | | | - | | | - | | | 2,269,619 | | | 2,269,619 | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | $ | - | | $ | (174,939 | ) | $ | (4,631,876 | ) | $ | 2,269,619 | | $ | (2,537,196 | ) |
| | | | | | | | | | | | | | | | |
Earnings (loss) per share: | | | | | | | | | | | | | | | | |
Primary | | $ | - | | | | | | | | | | | $ | (4.75 | ) |
| | | | | | | | | | | | | | | | |
Fully diluted | | $ | - | | | | | | | | | | | $ | (4.75 | ) |
| | | | | | | | | | | | | | | | |
Weighted average number of common and common | | | | | | | | | | | | | | | | |
equivalent shares outstanding: | | | | | | | | | | | | | | | | |
Primary | | | 534,494 | | | | | | | | | | | | 534,494 | |
| | | | | | | | | | | | | | | | |
Fully diluted | | | 534,494 | | | | | | | | | | | | 534,494 | |
UNAUDITED PRO FORMA COMBINED BALANCE SHEETS |
|
December 31, 2005 |
| | | | China | | Jinan | | | | | |
| | Alpha Nutra | | Broadband | | Broadband | | | | | |
| | December 31, | | December 31, | | December 31, | | | | Pro Forma | |
| | 2005 | | 2005 | | 2005 | | Adjustments | | Combined | |
ASSETS | | | | | | | | | | | |
| | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
Cash | | $ | - | | $ | - | | $ | 42,723 | | | | | $ | 42,723 | |
Escrow cash | | | - | | | - | | | - | | | | | | - | |
Accounts receivable, net | | | - | | | - | | | - | | | | | | - | |
Inventories | | | - | | | - | | | 1,848,073 | | | | | | 1,848,073 | |
Prepaid expenses and other current assets | | | - | | | - | | | 195,804 | | | | | | 195,804 | |
Total current assets | | | - | | | - | | | 2,086,600 | | | - | | | 2,086,600 | |
| | | | | | | | | | | | | | | | |
Property and equipment, net | | | - | | | - | | | 9,940,023 | | | | | | 9,940,023 | |
Construction-in-progress | | | - | | | - | | | 3,119,995 | | | | | | 3,119,995 | |
Other assets | | | - | | | - | | | - | | | | | | - | |
| | | | | | | | | | | | | | | | |
| | $ | - | | $ | - | | $ | 15,146,618 | | $ | - | | $ | 15,146,618 | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDER'S EQUITY | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | - | | $ | - | | $ | 3,012,943 | | | | | $ | 3,012,943 | |
Taxes payable | | | | | | | | | 14,686 | | | | | | 14,686 | |
Advance Payments | | | | | | | | | 973,173 | | | | | | 973,173 | |
Amount due to related company | | | | | | | | | 11,514,136 | | | | | | 11,514,136 | |
Convertible notes payable | | | - | | | - | | | - | | | | | | - | |
Total current liabilities | | | - | | | - | | | 15,514,938 | | | - | | | 15,514,938 | |
| | | | | | | | | | | | | | | | |
Convertible notes payable | | | - | | | - | | | - | | | | | | - | |
Other liabilities | | | - | | | - | | | - | | | | | | - | |
Total liabilities | | | - | | | - | | | 15,514,938 | | | - | | | 15,514,938 | |
| | | | | | | | | | | | | | | | |
Minority interest payable (receivable) | | | - | | | - | | | - | | | (178,353 | ) | | (178,353 | ) |
| | | | | | | | | | | | | | | | |
Stockholder's equity: | | | | | | | | | | | | | | | | |
Common stock | | | 535 | | | - | | | - | | | | | | 535 | |
Additional paid-in capital | | | 6,705,918 | | | - | | | - | | | | | | 6,705,918 | |
Retained Earnings (Accumulated Deficit) | | | (6,706,453 | ) | | - | | | (363,986 | ) | | 178,353 | | | (6,892,086 | ) |
Note receivable from stockholders | | | | | | | | | | | | | | | - | |
Accumulated other comprehensive income | | | | | | - | | | (4,334 | ) | | | | | (4,334 | ) |
Total stockholder's equity | | | - | | | - | | | (368,320 | ) | | 178,353 | | | (189,967 | ) |
| | | | | | | | | | | | | | | | |
| | $ | - | | $ | - | | $ | 15,146,618 | | $ | - | | $ | 15,146,618 | |
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS |
|
For Year Ended December 31, 2005 |
| | | | China | | Jinan | | | | | |
| | Alpha Nutra | | Broadband | | Broadband | | | | | |
| | Twelve | | Twelve | | Twelve | | | | | |
| | Months Ended | | Months Ended | | Months Ended | | | | | |
| | December 31, 2005 | | December 31, 2005 | | December 31, 2005 | | | | Pro Forma | |
| | Historical | | Historical | | Historical | | Adjustments | | Combined | |
| | | | | | | | | | | |
Sales | | $ | - | | $ | - | | $ | 2,821,667 | | $ | - | | $ | 2,821,667 | |
| | | | | | | | | | | | | | | | |
Cost of Sales | | | - | | | - | | | 1,445,898 | | | - | | | 1,445,898 | |
| | | | | | | | | | | | | | | | |
Gross Margin | | | - | | | - | | | 1,375,769 | | | - | | | 1,375,769 | |
| | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | |
Formation costs | | | - | | | - | | | - | | | - | | | - | |
Selling, general and administrative | | | 500,000 | | | - | | | 273,323 | | | - | | | 773,323 | |
| | | - | | | - | | | - | | | - | | | - | |
| | | | | | | | | | | | | | | | |
Earnings before interest, depreciation and amortization | | | (500,000 | ) | | - | | | 1,102,446 | | | - | | | 602,446 | |
| | | | | | | | | | | | | | | | |
Depreciation and amortization and impairment | | | - | | | - | | | 1,466,432 | | | - | | | 1,466,432 | |
| | | | | | | | | | | | | | | | |
Income (loss) from operations | | | (500,000 | ) | | - | | | (363,986 | ) | | - | | | (863,986 | ) |
| | | | | | | | | | | | | | | | |
Interest and other income (expense), net | | | - | | | - | | | - | | | - | | | - | |
| | | | | | | | | | | | | | | | |
Income (loss) from continuing operations before Min Int | | | (500,000 | ) | | - | | | (363,986 | ) | | - | | | (863,986 | ) |
| | | | | | | | | | | | | | | | |
Minority Interest | | | - | | | - | | | - | | | 178,353 | | | 178,353 | |
| | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | | (500,000 | ) | | - | | | (363,986 | ) | | 178,353 | | | (685,633 | ) |
| | | | | | | | | | | | | | | | |
Discontinued operations, net of tax | | | | | | | | | | | | | | | | |
Loss from discontinued operations, net of tax ($0) | | | (474,306 | ) | | - | | | - | | | - | | | (474,306 | ) |
| | | | | | | | | | | | | | | | |
Loss from discontinued operations | | | (474,306 | ) | | - | | | - | | | - | | | (474,306 | ) |
| | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (974,306 | ) | $ | - | | $ | (363,986 | ) | $ | 178,353 | | $ | (1,159,939 | ) |
| | | | | | | | | | | | | | | | |
Earnings (loss) per share: | | | | | | | | | | | | | | | | |
Continuing Operations | | $ | (0.10 | ) | | | | | | | | | | $ | (0.17 | ) |
| | | | | | | | | | | | | | | | |
Fully diluted | | $ | (0.09 | ) | | | | | | | | | | $ | (0.09 | ) |
| | | | | | | | | | | | | | | | |
Weighted average number of common and common | | | | | | | | | | | | | | | | |
equivalent shares outstanding: | | | | | | | | | | | | | | | | |
Basic & Diluted | | | 5,232,046 | | | | | | | | | | | | 5,232,046 | |