EXHIBIT 99.1
Nutek, Inc.
CONSOLIDATED PRO FORMA
FINANCIAL STATEMENTS
for the period ending
December 31, 1999
TABLE OF CONTENTS
-----------------
PAGE
BALANCE SHEET........................................................... 1-2
STATEMENT OF OPERATIONS ........................................... 3
NOTES TO FINANCIAL STATEMENTS.......................................... 4
NUTEK, INC.
15722 CHEMICAL LANE
HUNTINGTON BEACH, CALIFORNIA 92649
The following financial statements set forth summary pro forma financial date
of the Company. The Company has prepared pro forma balance sheets and
statements of operations for the periods ending December 31, 1999. The pro
forma financial statements are based on historical financial statements of
Nutek, Inc., Elite Fitness, Inc., Kristi and Co, Inc. and Nutek Oil, Inc.
adjusted to give effect to the combination resulting from the asset purchase
agreement of Elite Fitness, Inc. in April of 1999, Kristy and Co., Inc. in
January of 2000, and Nutek Oil, Inc.'s purchase of some assets of Clipper
Operating Company in February of 2000. The pro forma balance sheet has been
prepared based on the assumption that the transactions occurred on January 1,
1999. The pro forma statements of operation are based on the assumption that
the transaction occurred on January 1, 1999.
Nutek, Inc.
CONSOLIDATED PRO FORMA
BALANCE SHEET
AS AT
DECEMBER 31, 1999
BALANCE SHEET - ASSETS
Historical Historical Historical Proforma Combined
Nutek, Inc. Kristi & Co Nutek Oil Adjustments Company
&
Elite
Fitness,
ASSETS
CURRENT ASSETS
Cash 81,404 0.00 0.00 0 81,404
Accounts Receivable
(Net of Reserves) 75,706 0.00 0.00 0 75,706
Inventory 40,463 0.00 0.00 0 40,463
-----------------------------------------------------
Total Current Assets 197,573 0.00 0.00 0 197,573
PLANT AND EQUIPMENT
Plant and Equipment
(less Depreciation) 1,362,600 0.00 0.00 1,279,896 2,642,496
-----------------------------------------------------
Total Plant and
Equipment 1,362,600 0.00 0.00 1,279,896 2,642,496
OTHER ASSETS
Patent Rights Acquired
(net of amortization) 1,259,692 0.00 0.00 0 1,259,692
Designs, Patterns
and Client List 0 0.00 0.00 80,000 80,000
Rent Deposit 3,310 0.00 0.00 0 3,310
-------------------------------------------------------------
Total Other Assets 1,263,002 0.00 0.00 80,000 1,343,002
TOTAL ASSETS 2,823,175 0.00 0.00 1,359,896 4,183,071
======================================================
See accompanying notes to financial statements
F-1
Nutek, Inc.
CONSOLIDATED PRO FORMA
BALANCE SHEET
AS AT
December 31, 1999
BALANCE SHEET - LIABILITIES & EQUITY
Historical Historical Historical Proforma Combined
Nutek, Inc. Kristi & Co Nutek Oil Adjustments Company
&
Elite
Fitness,
LIABILITIES & EQUITY
Current Liabilities 564,903 0.00 0.00 0 564,903
Long Term Liabilities 419,224 0.00 0.00 689,948 1,109,172
Patent Rights
Acquired Liability 770,000 0.00 0.00 0 770,000
----------------------------------------------------------------------
Total Long Term
Liabilities 1,189,224 0.00 0.00 689,948 1,879,172
EQUITY
Capital Stock 36,328 0.00 0.00 250 36,578
Additional Paid
in Capital 5,924,415 0.00 0.00 679,698 6,604,113
Preferred Stock 794 0.00 0.00 0 794
Royalty Investors 55,000 0.00 0.00 0 55,000
Treasury Stock (45,448) 0.00 0.00 0 (45,448)
Donated Capital 0 125.00 0.00 0 125
Common Stock Subscribed (100,000) 0.00 0.00 0 (100,000)
Retained Earnings
or (Deficit) (4,802,041) (125.00) 0.00 (10,000)(4,812,166)
- ----------------------------------------------------------------------------
Total Stockholders'
Equity 1,069,048 0.00 0.00 669,948 1,738,996
TOTAL LIABILITIES &
OWNER'S EQUITY 2,823,175 0.00 0.00 1,359,896 4,183,071
=====================================================
See accompanying notes to financial statements
F-2
Nutek, Inc.
CONSOLIDATED PRO FORMA
STATEMENT OF OPERATIONS
For Year Ended December 31, 1999
STATEMENT OF OPERATIONS
Historical Historical Historical Proforma Combined
Nutek, Inc. Kristi & Co Nutek Oil Adjustments Company
&
Elite
Fitness,
REVENUE
Net Sales 238,039 0.00 0.00 0 238,039
COSTS AND EXPENSES
Cost of Sales 30,267 0.00 0.00 0 30,267
Selling, General and
Administrative 345,790 0.00 0.00 0 345,790
Depreciation Expense 110,626 0.00 0.00 89,256 199,882
Amortization of
Leasehold Expense 0 0.00 0.00 783 783
Interest Expense 31,467 0.00 0.00 0 31,467
Amortization of
Intangible Assets 62,367 0.00 0.00 20,000 82,367
- -----------------------------------------------------------------------------
Total Costs and Expenses 580,517 0.00 0.00 110,039 690,556
- -----------------------------------------------------------------------------
Net Income or (Loss) before
Income Taxes (342,478) 0.00 0.00 (110,039) (452,517)
See accompanying notes to financial statements
-3-
Nutek, Inc.
NOTES TO CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS
NOTE 1 - PRO FORMA FINANCIAL STATEMENTS
The following financial statements set forth summary pro forma financial date
of the Company. The Company has prepared pro forma balance sheets and
statements of operations for the periods ending December 31, 1999. The pro
forma financial statements are based on historical financial statements of
Nutek, Inc., Elite Fitness, Inc. and Kristi and Co., Inc. adjusted to give
effect to the combination resulting from the asset purchase agreement of April
of 1999 and March of 2000, under the following assumptions. The pro forma
balance sheet has been prepared based on the assumption that the transactions
occurred on January 1, 1999. The pro forma statements of operation are based
on the assumption that the transaction occurred on January 1, 1999. The
following adjustments were made to arrive at the combined company.
Elite Fitness was acquired by Nutek, Inc on 04/07/1999 for 125,000 shares of
the Company's stock in exchange for the outstanding common stock of Elite
Fitness. The business combination has been accounted for under the pooling
of interest method.
Kristi and Co was acquired 01/06/2000 for 250,000 shares of the Company's
stock in exchange for the outstanding common stock of Kristi and Co. Nutek's
stock was valued at $.20 per share, the market value at the time of
acquisition. The business combination has been accounted for under the
purchase method of accounting for business combinations. Kristi and Co. has
the rights to certain woman's resort wear clothing designs and design groups.
Kristi and Co. plans to market these items and to continue creating new
designs. The rights to the clothing designs and patterns have been valued at
$100,000.00.
250,000 shares of common stock @ $.20 per share $50,000.00
Cash to be paid within 18 months 50,000.00
Total value $100,000.00
A. Amortization of Design Rights - $20,000.00
Intangible assets designs, patterns and client list amortized over sixty
months.
Nutek Oil, Inc. acquired some of the assets of Clipper Operating Company on
February 23, 2000 for 2,064,348 shares of Nutek stock at the market price of
$0.31 and a note payable for $639,948.00. The acquisition was treated as a
purchase of assets as Clipper Operating Company continues in business and
only selected assets were purchased. Nutek Oil, Inc. plans to utilize the
equipment to start oil production on the leaseholds which were part of the
purchase.