SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------------
AMENDMENT NO. 2
TO
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------------------------------------
Date of Report: APRIL 5, 2004
BIO-ONE CORPORATION
(Exact Name of Registrant as Specified in Charter)
NEVADA 000-31889 65-0815746
------ --------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1630 WINTER SPRINGS BOULEVARD, WINTER SPRINGS, FLORIDA 32708
- ------------------------------------------------------ -----
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (407) 977-1005
--------------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.01 ACQUISITION OR DISPOSITION OF ASSETS
On April 5, 2004, Bio-One Corporation, a Nevada corporation ("Bio-One")
consummated a joint venture transaction with Weifang Shengtai Medicine Co. Ltd.,
a company organized under the laws of the People's Republic of China. Pursuant
to the Joint Venture Agreement, Bio-One acquired 51% of a joint venture entity
with Weifang Shengtai Pharmaceuticals for a cash payment equal to $2,000,000 and
2,090,000 shares of Bio-One's Series A Preferred Stock.
Bio-One recently asked Grant Thornton Bejing to determine whether,
through additional procedures, it could render without any scope qualification
an opinion on the financial statements of Weifang Shengtai Medicine Co., Ltd. at
December 31, 2002 and 2003 and for the years then ended. Grant Thornton Bejing
was able to do so and these financial statements are filed as an Exhibit to this
Amendment No. 2 to Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS
Attached herewith.
(B) PRO FORMA FINANCIAL INFORMATION
Attached herewith.
(C) EXHIBITS
EXHIBIT DESCRIPTION LOCATION
16.1 Stock Purchase Agreement, dated April 5, 2004, by and among Bio-One Incorporated by reference to
Corporation, Weifang Shengtai Medicine Co. Ltd. and Liu Exhibit 16.1 to Bio-One
Qingtai Corporation's current report on
Form 8-K filed with the
Securities and Exchange
Commission on April 22, 2004
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BIO-ONE CORPORATION
Date: November 24, 2004 By: /s/ Armand Dauplaise
--------------------
Name: Armand Dauplaise
Its: President, Chief Executive Officer,
Principal Accounting Officer and Director
3
(a) Financial Statements
WEIFANG SHENGTAI MEDICINE CO., LTD.
FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
WEIFANG SHENGTAI MEDICINE CO., LTD.
TABLE OF CONTENTS
Independent Auditors' report 1
Financial Statements:
Balance sheets 2-3
Statements of income 4
Statements of stockholders' equity 5
Statements of cash flow 6
Notes to Financial Statements 7-15
INDEPENDENT AUDITOR'S REPORT
REF: GTB (2004) NO. 010
To The Board of Directors of
Weifang Shengtai Medicine Co., Ltd.:
We have audited the accompanying balance sheet of Weifang Shengtai
Medicine Co., Ltd. (hereinafter referred to as "the Company") as of
December 31, 2003 and 2002 and the statement of income and cash flow
statement for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with auditing standards that are
generally accepted in the United States of America. These standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all other material respects, the financial position of the
Company, as of December 31, 2003 and 2002, and the results of its
operations and its cash flows for the years then ended, in conformity
with US generally accepted accounting principles.
Grant Thornton
Beijing, China
/s/ Grant Thornton
February 19, 2004
1
WEIFANG SHENGTAI MEDICINE CO., LTD.
BALANCE SHEETS
DECEMBER 31, 2003 AND 2002
(IN US DOLLARS)
Assets
2003 2002
---------- ----------
Current Assets:
Cash 1,695,438 1,203,060
Notes receivable 174,112 --
Accounts receivable, net (Note 2) 1,750,767 837,976
Other receivables(Note 3) 831,538 695,940
Advances to suppliers 468,061 1,021,433
Inventories(Note 4) 3,701,518 250,436
Prepaid expenses -- 39,027
---------- ----------
Total Current Assets 8,621,434 4,047,872
---------- ----------
724,927 48,328
Long-term investment(Note 5)
Property, plant and equipment, net(Note 6) 6,793,045 2,867,878
Construction in progress(Note 7) 194,700 2,449,924
Intangible assets(Note 8) 1,121,621 862,683
---------- ----------
Total Assets 17,455,727 10,276,685
========== ==========
See accompanying notes to financial statements.
2
WEIFANG SHENGTAI MEDICINE CO., LTD.
BALANCE SHEETS (CONTINUED)
DECEMBER 31, 2003 AND 2002
(IN US DOLLARS)
Liabilities and Stockholders' Equity
2003 2002
---------- ----------
Current Liabilities:
Short-term loans(Note 13) 8,776,690 5,128,208
Notes payable 465,161 553,216
Accounts payable(Note 9) 1,671,692 903,941
Advances from customers(Note 10) 564,292 --
Salary payable 30,205 30,205
Welfare payable 101,240 79,072
Taxes payable(Note 11) 90,376 58,872
Other payables 36,332 102,593
Accrued expenses(Note 12) 31,766 23,472
Total Current Liabilities 11,767,754 6,879,579
---------- ----------
Long-term loans(Note 14) 2,416,422 2,416,422
---------- ----------
Total Liabilities 14,184,176 9,296,001
---------- ----------
Stockholders' Equities:
Paid-in Capital (Note 15) 778,088 384,211
Surplus reserve(Note 16) 456,852 113,222
Undistributed profit(Note 17) 2,036,611 483,251
---------- ----------
Total Shareholders' Equity 3,271,551 980,684
---------- ----------
Total Liabilities and Stockholders' Equities 17,455,727 10,276,685
========== ==========
See accompanying notes to financial statements.
3
WEIFANG SHENGTAI MEDICINE CO., LTD.
STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2003 AND 2002
(IN US DOLLARS)
2003 2002
----------- -----------
Product sales(Note 18) 16,350,557 10,728,547
Cost of goods sold (Note 18) (11,824,421) (8,771,133)
----------- -----------
Gross profit 4,526,136 1,957,414
Selling expenses(Note 19) (1,068,168) (466,229)
General and administrative expenses (Note 20) (877,729) (707,715)
----------- -----------
2,580,239 783,470
Interest expenses (Note 21) (514,702) (279,049)
Other income (expense)(Note 22) 231,025 (19,767)
----------- -----------
Income before income taxes 2,296,562 484,654
Income tax (Note 23) (5,695) (5,695)
----------- -----------
Net income 2,290,867 478,959
=========== ===========
See accompanying notes to financial statements.
4
WEIFANG SHENGTAI MEDICINE CO., LTD.
STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2003 AND 2002
(IN US DOLLARS)
Paid-in Surplus Undistributed
Capital Reserve Profit Total
---------- ---------- ---------- ----------
Balance at December 31, 2001 192,106 41,379 76,135 309,620
Capital paid by equity owner 192,105 -- -- 192,105
Net income -- -- 478,959 478,959
Transfer to surplus reserve -- 71,843 (71,843) --
Balance at December 31, 2002 384,211 113,222 483,251 980,684
---------- ---------- ---------- ----------
Net income -- -- 2,290,867 2,290,867
Transfer to surplus reserve -- 343,630 (343,630) --
Transfer to paid-in capital 393,877 -- (393,877) --
---------- ---------- ---------- ----------
Balance at December 31, 2003 778,088 456,852 2,036,611 3,271,551
========== ========== ========== ==========
See accompanying notes to financial statements.
5
WEIFANG SHENGTAI MEDICINE CO., LTD.
STATEMENTS OF CASH FLOW
YEARS ENDED DECEMBER 31, 2003 AND 2002
(IN US DOLLARS)
2003 2002
---------- ----------
CASH FLOWS USED IN OPERATING ACTIVITIES
Net income 2,290,867 478,959
Adjustments to reconcile net profit to net cash
used in operating activities
Depreciation and amortization 869,324 553,722
Decrease (increase) in accounts receivables (615,270) (518,985)
Decrease (increase) in inventory (3,451,083) (47,205)
Decrease (increase) in prepaid expenses 39,027 (926,409)
Financial expenses 523,434 279,049
Increase (decrease) in operating payables 1,231,399 660,852
---------- ----------
NET CASH USED IN OPERATING ACTIVITIES 887,698 479,983
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash received from return of investment 48,328 171,566
Purchase of property, plant and equipment (2,798,205) (2,788,450)
Cash paid to acquire investment (724,927) --
---------- ----------
NET CASH USED INVESTING ACTIVITIES (3,474,804) (2,616,884)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash received from investments 393,877 192,106
Cash received from borrowings 8,013,294 8,974,995
Cash repayments of amounts borrowed (4,364,812) (5,993,935)
Cash paid for dividends and or interest (962,875) (424,034)
---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,079,484 2,749,132
---------- ----------
NET CHANGE IN CASH AND CASH EQUIVALENTS 492,378 612,231
Cash and cash equivalents at beginning of years 1,203,060 590,829
---------- ----------
Cash and cash equivalents at end of years
1,695,438 1,203,060
========== ==========
See accompanying notes to financial statements.
6
WEIFANG SHENGTAI MEDICINE CO., LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
(IN US DOLLARS)
(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
(A) ORGANIZATION
Weifang Shengtai Medicine Co., Ltd, (hereinafter referred to as "the
Company") was incorporated on February 4 1999, with its business license
due to expire December 31 2005. The registered capital is USD778,088.
The scope of business is to manufacture and sell raw drugs (glucose.
dehydrate glucose) and drug supplements (starch, dextrin, polyacrylic
acid resin II, polyacrylic acid resin III, polyacrylic acid resin IV).
The company also has import and export license.
As the Company will be capitalized by a foreign investor, a temporary
business license for a new joint-venture company has been obtained on
February 10 2004. The business license will be obtained when the foreign
investor makes the investment.
(B) ACCOUNTING PERIOD
The accounting period is from January 1 to December 31 of the year.
(C) CASH EQUIVALENTS
Cash equivalents include investments that are short-term, with high
liquidity and high convertibility to the known sum of cash, and low
disturbance of value.
(D) INVENTORIES
Inventories are stated at their historical cost on acquisition. The cost
includes direct materials, direct labor and direct expenses for
manufacturing products or providing services. inventories requested or
issued are determined using the weighted average method. Low-valued
consumables are amortized when used. The Company records the ending
balance by the lower of cost or market value method by the year end.
(E) PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION
Property, plant and equipment are recorded at the historical cost on
acquisition. The Company adopts straight-line method for depreciation
and to be applied commencing from the month following the month of
purchase. The residual value is estimated to be 3% of the historical
cost.
7
A loss would be recognized at the end of the fiscal period, when the
fair value of the asset falls below its net book value,
The years for depreciation are:
Buildings 20 years
Machinery 10 years
Electronic facilities 5 years
Motor vehicles 5 years
(F) CONSTRUCTION IN PROGRESS
Construction in progress is stated at cost, which includes loan
interest, exchange loss, relevant expenses, and all other expenditures
that arose during the whole construction.
(G) INTANGIBLE ASSETS
Intangible assets are recorded at the actual cost on acquisition and
amortized equally throughout their useful lives.
(H) OTHER ASSETS
Pre-operational expenses are amortized once when the Company starts
operating. Other deferred expenses are amortized during the effective
period.
(I) REVENUE
Revenue is recognized when the company has transferred to the buyer the
significant risks and rewards of ownership of the goods,
(J) INCOME TAX
The company adopts the deferral method.
The tax is calculated according to related laws or regulations.
8
(2) ACCOUNTS RECEIVABLE, NET
2003 2002
--------- ---------
Age of accounts
- ---------------
Within 1 years 1,019,629 811,051
1-2 years 845,436 34,385
2-3 years 26,534 --
--------- ---------
Total 1,891,599 845,436
========= =========
Less: provision for bad debts 140,832 7,460
--------- ---------
Accounting receivable, net 1,750,767 837,976
========= =========
(3) OTHER RECEIVABLES
2003 2002
--------- ---------
Temporary receivables 124,101 102,772
Loan from Shengtai Starch Co. 707,437 593,168
--------- ---------
Total 831,538 695,940
========= =========
Temporary receivables are the petty cash kept by the sales staff or their daily
operation. They will be settled every month or 2 months
(4) INVENTORIES
2003 2002
--------- ---------
Raw materials 1,762,340 47,068
Work in process 566,705 144,985
Finished products 1,372,473 58,383
--------- ---------
Total 3,701,518 250,436
========= =========
(5) LONG-TERM INVESTMENTS
Percentage of
2003 2002 shareowner
---- ---- ----------
Changle Redian Co., Ltd. 724,927 48,328 30%
======= ======
9
Note: Changle Redian Co., Ltd. is under construction and will provide
electricity to the Company in a price lower than the current price after the
completion. There is no investment loss in the current year and the foreseeable
future.
(6) PROPERTY, PLANT AND EQUIPMENT
Electronic Motor
Building Machinery facilities vehicles Total
--------- --------- --------- --------- ---------
Cost
- ----
Balance at December 31,
2002 1,038,732 2,639,991 77,590 159,112 3,915,425
Addition in current
year 1,224,907 3,467,643 67,042 -- 4,759,592
Reduction in current
year -- -- -- -- --
--------- --------- --------- --------- ---------
Balance at December
31,2003 2,263,639 6,107,634 144,632 159,112 8,675,017
========= ========= ========= ========= =========
Accumulated
depreciation
- ------------
Balance at December 31,
2002 257,037 735,455 12,375 42,680 1,047,547
Addition in current
year 166,341 615,189 22,277 30,618 834,425
Reduction in current
year -- -- -- -- --
--------- --------- --------- --------- ---------
Balance at December 31,
2003 423,378 1,350,644 34,652 73,298 1,881,972
========= ========= ========= ========= =========
Net value
- ---------
Balance at December 31,
2003 1,840,261 4,756,990 109,980 85,814 6,793,045
========= ========= ========= ========= =========
Balance at December 31,
2002 781,695 1,904,536 65,215 116,432 2,867,878
========= ========= ========= ========= =========
Notes: On June 30 2001, WeiFang LiXing Accounting Firm Ltd, certified in their
WeiFang Li Xing Appraisal Report [2001) No. 31 Asset Appraisal Report,
that on June 30 2001 (the appraisal basis day), the increase in net
value of the building of the Company was USD171,789 and the rate of
increase was 17%. The increase in net value of equipment was
USD1,348,283 and the rate of increase was 24.2%
10
(7) CONSTRUCTION IN PROGRESS
Balance at December 2002 2,449,924
Addition in current year 1,612,543
Reduction in current year (3,867,767)
-----------
Balance at December 2003 194,700
===========
(8) INTANGIBLE ASSETS
Addition Amortization Land use right
2002 in 2003 in 2003 2003 period
---- ------- ------- ---- ------
Land use right
--------------
Northern Railway 71,335 -- 2,618 68,717 30 years
(2000 - 2030)
Old factory area 375,066 -- 21,059 354,007 20 years
(2000 - 2020)
Developing area 1 413,449 -- 8,389 405,060 50 years
(2002 - 2052)
Developing area 2 -- 72,493 -- 72,493 50 years
Electrical factory used land -- 221,344 -- 221,344 50 years
Sub-total 859,850 293,837 32,066 1,121,621
------- ------- ------ ---------
Financial Software 2,833 -- 2,833 --
------------------ ------- ------- ------ ---------
Total 862,683 293,837 34,899 1,121,621
======= ======= ====== =========
Notes:
(1) Except for the land-use certificates of Developing Area 2 and
Electrical Factory Used Land are still being applied for, all
the other pieces of land carry authorized land use certificates
issued by Land Management Department.
(2) On 30 June 2001, Weifang Lixing Accounting Firm Co., Ltd.,
certified in their "Weifang Lixing Appraisal Report [2001]
No.31" Assets Appraisal Report that on 30 June 2001 (the
appraisal basis day), the increase in net value of the land was
11,508,068.64 and the rate of increase was 165.7%.
(9) ACCOUNTS PAYABLE
2003 2002
---- ----
Payables for materials 1,671,692 903,941
========= =======
11
(10) ADVANCES FROM CUSTOMERS
2003 2002
---- ----
Advances from trading 564,292 --
======= =======
(11) TAXES PAYABLE
2003 2002
---- ----
Value-added tax 75,751 45,489
Enterprise income tax -- 5,695
Individual income tax 414 275
City maintenance and construction tax 1,933 406
Building tax 4,028 2,055
Land use tax 8,250 4,952
------ ------
Total 90,376 58,872
====== ======
(12) ACCRUED EXPENSES
2003 2002
---- ----
Interests on loan 31,766 23,472
====== ======
(13) SHORT-TERM LOANS
Bank Name Term Annual
--------- (months) Interest Rates 2003 2002
-------- -------------- ---- ----
Bank of China Chang Le Branch 12 5.841% 5,751,084 3,624,633
Agricultural Bank of China 12 6.903% 604,106 604.106
Lai Wu Credit Cooperative Society 6 2.805% 1,191,266 -
Weifang Longhai Minbao Company 3 8.4% 604,106 -
Loans from employees 12 6% 626,128 899,469
--------- ---------
Total 8,776,690 5,128,208
========= =========
Note: The short-term loans are used for enhancing the liquidity of the Company
since there are significant amount of Accounts Receivable in the
Company's account. Chang Le Century Sun Paper Industry Co., Ltd.
provided joint guarantee for the loans from Bank of China Chang Le
Branch and Agricultural Bank of China and the Company pledged its land
use right, buildings and equipments as collateral. The Company obtains
the promise from the banks that is the date of maturity for above two
items could be extended.
12
(14) LONG-TERM LOAN
Term
(months) Interest Rate 2003 2002
-------- ------------- ---- ----
Bank of China Chang Le Branch 48 6.138% 2,416,422 2,416,422
Note: The loan was jointly guaranteed by Chang Le Century Sun Paper Industry
Co., Ltd. and Weifang Hangtai Food Co., Ltd. This joint guarantee is in
favor of the bank and the Company itself pledged the land use right,
buildings, and equipment as collateral. This loan was for the period
from September 25, 2002 to September 25 2006 and specially used for
enlarging the scale of production and developing new products.
(15) PAID-IN CAPITAL
Individual capital 2003 2002
---- ----
778,088 384,211
======= =======
Note: The increase in registered capital of USD393,877 was the result of a
transfer from current year profit, which has been confirmed by Weifang
Puhui Accounting Firm in the current period. [(2003) No. 93]
(16) SURPLUS RESERVE
According to the company's articles, the company is required to appropriate 10%
of the net profit as statutory surplus reserve and 5-10% as statutory public
welfare. The Company appropriated USD229,087 and USD47,896 to the required
statutory surplus reserve and USD114,543 and USD23,948 to the statutory public
welfare for the year 2003 and 2002 respectively. Based on the relevant
regulation, statutory surplus reserve and statutory public welfare must not be
distributed to the shareholders. The statutory surplus reserve could be
transferred to the capital account or offset the loss. The statutory public
welfare could only be used in matters related to staff welfare.
(17) UNDISTRIBUTED PROFIT
2003 2002
---- ----
Opening undistributed profit 483,251 76,135
Add: Net profit in current year 2,290,867 478,959
Less: Statutory earning surplus (229,087) (47,895)
Statutory public welfare (114,543) (23,948)
Profit distribution (393,877) --
--------- --------
Ending undistributed profit 2,036,611 483,251
========= ========
13
(18) REVENUE FROM AND COST OF SALES
2003 2002
----------- -----------
Revenue 1,6350,557 10,728,547
=========== ===========
Cost 11,824,421 8,771,133
=========== ===========
(19) SELLING EXPENSES
2003 2002
----------- -----------
Salaries 35,848 28,980
Traveling 108,420 47,859
Carriage 866,661 373,834
Others 57,239 15,556
----------- -----------
Total 1,068,168 466,229
=========== ===========
(20) GENERAL AND ADMINISTRATIVE EXPENSES
2003 2002
----------- -----------
Salaries 177,740 190,282
Depreciation of fixed assets 55,350 49,659
Amortization of intangible assets 34,899 33,626
Others 609,740 434,148
----------- -----------
Total 877,729 707,715
=========== ===========
(21) FINANCIAL EXPENSES
2003 2002
----------- -----------
Interest income (63,906) (110,763)
Interest expenses 577,293 389,812
Exchange loss 1,315 --
----------- -----------
514,702 279,049
=========== ===========
(22) OTHER INCOME
2003 2002
----------- -----------
Other operating income 90,545 45,466
Non-operating Income 148,055 69,853
Non-operating Expenses (7,575) (135,086)
----------- -----------
Total 231,025 (19,767)
=========== ===========
14
(23) INCOME TAX
The Company received approval documents from Chang Le Local Taxation Bureau on
May 6. 2003 and February 4, 2004. The documents stated that income tax for the
years 2002 and 2003 of the company can be partly exempted, which is the amount
above USD 5,695. So income taxes for the years 2002 and 2003 were both USD
5,695.
15
(b) Pro Forma Financial Information
WEIFANG SHENGTAI MEDICINE CO., LTD.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
Year Ended December 31, 2003
WEIFANG
BIO-ONE SHENGTAI PROFORMA
CORPORATION MEDICINE CO.LTD. ADJUSTMENTS PROFORMA
----------- ----------- ----------- -----------
ASSETS
Current assets:
Cash $ 210,021 1,695,438 -- 1,905,459
Accounts receivable 16,652 3,224,478 -- 3,241,130
Inventory 23,537 3,701,518 -- 3,725,055
Deposits and prepaid expenses 35,437 -- -- 35,437
----------- ----------- ----------- -----------
Total current assets 285,647 8,621,434 -- 8,907,081
----------- ----------- ----------- -----------
Buildings, Furniture, Equipment, net 38,003 6,987,745 -- 7,025,748
Other assets 302,276 1,846,548 -- 2,148,824
----------- ----------- ----------- -----------
Total assets $ 625,926 17,455,727 -- 18,081,653
=========== =========== =========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current portion of notes payable $ 574,502 9,241,811 -- 9,816,313
Accounts payable and accrued expenses 184,420 2,525,943 -- 2,710,363
----------- ----------- ----------- -----------
Total current liabilities 758,922 11,767,754 -- 12,526,676
----------- ----------- ----------- -----------
Long-term Liabilities:
Buildings & Equipment -- 2,416,422 -- 2,416,422
----------- ----------- ----------- -----------
Total Liabilities $ 758,922 $14,184,176 -- 14,943,098
=========== =========== =========== ===========
Stockholder's Equity:
Common stock 44,238 778,088 -- 822,326
Preferred stock -- -- -- --
Additional paid-in capital 3,081,750 -- -- 3,081,750
Retained earnings (3,258,984) 2,493,463 -- (765,521)
----------- ----------- ----------- -----------
Total stockholder's equity (132,996) 3,271,551 -- 3,138,555
----------- ----------- ----------- -----------
Total liabilities and
stockholder's equity $ 625,926 $17,455,727 -- 18,081,653
=========== =========== =========== ===========
See accompanying notes to the financial statements.
16
WEIFANG SHENGTAI MEDICINE CO., LTD.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2003
WEIFANG
BIO-ONE SHENGTAI PROFORMA
CORPORATION MEDICINE CO.LTD. ADJUSTMENTS PROFORMA
------------ --------------- ------------ ------------
Revenue $ 103,312 $ 16,350,557 -- $ 16,453,869
Cost of sales 35,296 11,824,421 -- 11,859,717
------------ ------------ ------------ ------------
Gross profit 68,016 4,526,136 -- 4,594,152
Operating expenses:
Selling, General and administrative 1,435,963 1,945,897 -- 3,381,860
------------ ------------ ------------ ------------
Operating Income (1,367,947) 2,580,239 -- 1,212,292
Interest expense 15,165 514,702 -- 529,867
Other income -- 231,024 -- 231,024
------------ ------------ ------------ ------------
Income before taxes (1,383,112) 2,296,561 -- 913,449
Provision for income taxes -- (5,695) -- (5,695)
------------ ------------ ------------ ------------
Net income (1,383,112) 2,296,561 -- 907,754
============ ============ ============ ============
Basic earnings per share $ (0.04) -- -- 0.03
Basic weighted average shares
outstanding 35,424,123 -- -- 35,424,123
Diluted earnings per share $ (0.04) -- -- 0.03
Diluted weighted average shares
outstanding 35,424,123 -- -- 35,424,123
See accompanying notes to the financial statements.
17