Published on June 19, 2008
UNAUDITED
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The
following pro forma balance sheet and statement of operations have been derived
from the balance sheet and statement of operations of Siclone Industries, Inc.
at December 31, 2007 and adjusts such information to give effect to the
acquisition of Apollo Medical Management, Inc. ("AMM"),
as if
the acquisition had occurred at December 31, 2007. The pro forma balance sheet
and statement of operations are presented for informational purposes only and
does not purport to be indicative of the financial condition that would have
resulted if the acquisition had been consummated at December 31, 2007. The
pro
forma balance sheet and statement of operations should be read in conjunction
with the notes thereto and AMM’s financial statements and related notes thereto
contained elsewhere in this filing.
On
June
13, 2008, Siclone
Industries, Inc. (“we”,
the
“Registrant”
or
“SI”)
acquired Apollo
Medical Management, Inc.,
a
Delaware corporation, through a share exchange (the “Merger”)
between SI,
AMM and
AMM’s shareholders. As a result of the Merger, AMM is now our wholly-owned
subsidiary. The Merger was effected pursuant to that certain Agreement and
Plan
of Merger dated June 13, 2008 (the “Merger
Agreement”).
Immediately
following the Merger, we formally ceased the business that we had previously
conducted, we closed our offices in Utah, and we moved our offices to the
offices of AMM in Southern California. We currently do not plan to conduct
any
business other than owning the shares of AMM, which will continue to conduct
its
operations that it has, to date, been engaged in.
For
accounting purposes, this transaction was treated as an acquisition of SI and
a
recapitalization of AMM. AMM is the accounting acquirer and the results of
its
operations carryover. Accordingly, the operations of SI are not carried over
and
will be adjusted to $0. Immediately prior to the Merger, SI had materially
no
liabilities.
The
financial statements are presented based on this recapitalization, whereby
SI
has 25,540,420 common shares outstanding as of December 31, 2007.
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Siclone
Industries, Inc.
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(a
Development Stage Company)
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Unaudited
Pro Forma Consolidated Balance
Sheet
|
|
Apollo
Medical
|
|
Siclone
|
|
|
|
|
|
|
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||||
|
|
|
Management,
Inc.
|
|
Industries,
Inc.
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|
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Pro
Forma
|
|
|
Pro
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|||
|
January
31, 2008
|
December
31, 2007
|
Adjustments
|
Forma
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||||||||||
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Assets
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|||||||||||||
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Current
assets:
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|||||||||||||
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Cash
|
$
|
44,352
|
$
|
-
|
$
|
0
|
|
$
|
44,352
|
|
|||
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Prepaid
Expenses
|
15,719
|
-
|
-
|
15,719
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|||||||||
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Total
current assets
|
60,071
|
-
|
0
|
|
60,071
|
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|||||||
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Total
Assets
|
$
|
60,071
|
$
|
-
|
$
|
0
|
|
$
|
60,071
|
|
|||
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Liabilities
and Stockholders' Deficit
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|||||||||||||
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Current
liabilities:
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|||||||||||||
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Accounts
payable and accrued expenses
|
$
|
13,300
|
$
|
30,418
|
$
|
469,582
|
|
$
|
513,300
|
||||
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Due
to related parties
|
17,907
|
20,000
|
(20,000
|
)
|
17,907
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||||||||
|
Notes
Payable
|
-
|
67,323
|
(67,323
|
)
|
-
|
||||||||
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Total
current liabilities
|
31,207
|
117,741
|
(117,741
|
)
|
531,207
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||||||||
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Long-term
liabilities
|
-
|
-
|
-
|
-
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|||||||||
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Total
Liabilities
|
31,207
|
117,741
|
(117,741
|
)
|
531,207
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||||||||
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Stockholders'
deficit:
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Preferred
stock, par value $.001 per share; 5,000,000
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|||||||||||||
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shares
authorized; 0 shares issued and outstanding
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-
|
-
|
-
|
-
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|||||||||
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Common
stock, $0.001 par value, 100,000,000 shares
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|||||||||||||
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authorized,
25,540,420 Issued and Outstanding
|
1,036
|
10,197
|
14,307
|
25,540
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|||||||||
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Additional
paid-in capital
|
180,964
|
598,306
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(622,810
|
)
|
156,460
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||||||||
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Other
comprehensive loss
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-
|
-
|
-
|
-
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|||||||||
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Deficit
accumulated during development stage
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(153,136
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)
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(726,244
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)
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226,244
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(653,136
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)
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||||||
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Total
Stockholders' Equity (Deficit)
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28,864
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(117,741
|
)
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(382,259
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)
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(471,136
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)
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Total
Liabilities and Stockholders' Equity
(Deficit)
|
$
|
60,071
|
$
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-
|
$
|
0
|
|
$
|
60,071
|
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The
accompanying notes are an integral part of these financial statements.
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Apollo
Medical
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Siclone
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Management,
Inc.
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Industries,
Inc.
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Pro
Forma
|
Pro
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||||||||||
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January
31, 2008
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|
December
31, 2007
|
Adjustments
|
Forma
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NET
REVENUE
|
$
|
90,500
|
$
|
-
|
$
|
-
|
$
|
90,500
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|||||
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COST
OF REVENUE
|
44,643
|
-
|
-
|
44,643
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|||||||||
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GROSS
PROFIT
|
45,857
|
-
|
-
|
45,857
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OPERATING
EXPENSES
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|||||||||||||
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General
and administrative expenses
|
199,519
|
36,651
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(36,651
|
)
|
199,519
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||||||||
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NET
LOSS BEFORE INCOME TAXES &
TRANSACTION
COST
|
(153,662
|
)
|
(36,651
|
)
|
36,651
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(153,662
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)
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Provision
for Income Tax
|
800
|
-
|
-
|
800
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|||||||||
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Transaction
Cost
|
500,000
|
500,000
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|||||||||||
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NET
LOSS
|
$
|
(154,462
|
)
|
(36,651
|
)
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(463,349
|
)
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(654,462
|
)
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WEIGHTED
AVERAGE SHARES OF COMMON
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|||||||||||||
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STOCK
OUTSTANDING, BASIC AND DILUTED
|
10,105,710
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2,996,992
|
12,437,718
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25,540,420
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|||||||||
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*BASIC
AND DILUTED NET LOSS PER SHARE
|
$
|
(0.02
|
)
|
(0.01
|
)
|
(0.03
|
)
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||||||
NOTES
TO
UNAUDITED PRO FORMA
CONSOLIDATED
FINANCIAL STATEMENTS
The
pro
forma presentation and adjustments reflect the following items:
| · |
On
June 13, 2008, the Registrant acquired AMM,
through a share exchange (the “Merger”)
between AMM, the Shareholders of AMM and SI in
exchange for 20,933,490
shares
of the Registrant's common stock.
|
| · |
SI
ceased
the business that we had previously conducted, we closed our offices
in
Utah, and we moved our offices to the offices of AMM in Southern
California.
Accordingly all of the operations of SI have been eliminated in the
pro
forma balance sheet and statement of
operations.
|
| · |
After
the share exchange and stock purchase there were 25,540,420 shares
of
common stock outstanding of the combined
entity.
|
| · |
AMM
agreed to pay $500,000 for professional fees related to this transaction,
$250,000 of which has been paid as of June 19, 2008. The $500,000
is
considered a transaction cost of the acquisition and the pro forma
statements contain adjustments to expenses, cash and the deficit
accumulated during development stage to account for these transaction
costs, and the acquisition, as if they had as if they had occurred
at
December 31, 2007.
|