Attached files

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8-K - CURRENT REPORT - FUEL DOCTOR HOLDINGS, INC.silverhill8k082511.htm
EX-99 - EX 99.1 FUEL DOCTOR, LLC CONSOLIDATED FINANCIAL STATEMENTS - FUEL DOCTOR HOLDINGS, INC.silverhill8k082511ex991.htm
EX-10 - EX 10.1 AGREEMENT AND PLAN OF REORGANIZATION - FUEL DOCTOR HOLDINGS, INC.silverhill8k082511ex101.htm

Exhibit 99.2


SILVERHILL MANAGEMENT SERVICES, INC.

AND

FUEL DOCTOR, LLC


INDEX TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS


(UNAUDITED)


Contents

Page(s)



Pro Forma Combined Financial Statements

2


Pro Forma Combined Balance Sheet at March 31, 2011

3


Pro Forma Combined Statement of Operations for the Three Months Ended March 31, 2011

4


Pro Forma Combined Statement of Operations for the Year Ended December 31, 2010

5


Notes to the Pro Forma Combined Financial Statements

6


 




SILVERHILL MANAGEMENT SERVICES, INC.

AND

FUEL DOCTOR, LLC


AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2011

AND

AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2010


(UNAUDITED)


The following pro forma combined balance sheet as of March 31, 2011 and the pro forma combined statements of operations for the three months ended March 31, 2011 and for the year ended December 31, 2010 are based on the historical financial statements of Silverhill Management Services, Inc. (the “Company”) and Fuel Doctor LLC, (the “FDLLC”) after giving effect to the FDLLC’s acquisition of the Company using the purchase method of accounting and applying the assumptions and adjustments described in the accompanying notes to the pro forma combined financial statements as if such acquisition had occurred as of March 31, 2011 for the balance sheet, and January 1, 2010 for statements of operations for pro forma financial statements purposes.


The merger between the Company and FDLLC has been accounted for as a reverse acquisition under the purchase method of accounting in accordance with ASC Topic 805 “Business Combinations”.  The combination of the two companies is recorded as a recapitalization of the Company pursuant to which the Company is treated as the continuing entity.  In connection with the acquisition, the Company exchanged 100% of membership interest of the Fuel Doctor LLC by issuing 9,347,500 shares of the Company’s common stock. As a result of the consummation of the Share Issuance, FDLLC became a wholly owned subsidiary of the Company; and the managers of FDLLC were appointed as the Officers and Directors of the Company.


The pro forma combined financial statements have been prepared by management for illustrative purposes only and are not necessarily indicative of the combined consolidated financial position or results of operations in future periods or the results that actually would have been realized had the Company and FDLLC been a combined company during the specified periods.  The pro forma adjustments are based on the preliminary information available at the time of the preparation of this document and assumptions that management believes are reasonable.  The pro forma combined financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the Company’s  historical financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2010 as filed with United States Securities and Exchange Commission (“SEC”) on March 31, 2011 and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 as filed with SEC on May 12, 2011.




2





SILVERHILL MANAGEMENT SERVICES, INC. AND SUBSIDIARY

PRO FORMA COMBINED BALANCE SHEET

March 31, 2011

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Historical

 

Pro Forma

 

 

 

 

 

Silverhill Management Services, Inc.

 

Fuel Doctor, LLC

 

Adjustments

 

Combined

 ASSETS

 

 

 

 

 

 

 

 

 CURRENT ASSETS:

 

 

 

 

 

 

 

 

 

 Cash

$

206

$

75,731

$

-

$

75,937

 

Accounts receivable

 

-

 

122,671

 

-

 

122,671

 

Inventories

 

-

 

1,247,671

 

-

 

1,247,671

 

Prepaid income taxes

 

-

 

1,726

 

-

 

1,726

 

 

Total Current Assets

 

206

 

1,447,799

 

-

 

1,448,005

 

 

 

 

 

 

 

 

 

 

 

 

 OFFICE EQUIPMENT

 

 

 

 

 

-

 

-

 

 Office equipment

 

-

 

6,370

 

-

 

6,370

 

 Accumulated depreciation

 

-

 

(1,393)

 

-

 

(1,393)

 OFFICE EQUIPMENT, net

 

-

 

4,977

 

-

 

4,977

 

 

 

 

 

 

 

 

 

 

 

 

 SECURITY DEPOSIT

 

-

 

3,210

 

-

 

3,210

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

$

206

$

1,455,986

$

-

$

1,456,192

 

 

 

 

 

 

 

 

 

 

 

 

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

 

Accounts payable

$

-

$

164,267

$

-

$

164,267

 

Credit card payable

 

-

 

122,365

 

-

 

122,365

 

Advances from related party

 

-

 

1,866

 

-

 

1,866

 

Accrued expenses and other current liabilities

 

20,027

 

30,366

 

-

 

50,393

 

 

Total Current Liabilities

 

20,027

 

318,864

 

-

 

338,891

 

 

 

 

 

 

 

 

 

 

 

 

 LONG-TERM DEBT

 

 

 

101,732

 

 

 

101,732

 LONG-TERM DEBT-RELATED PARTIES

 

-

 

506,814

 

-

 

506,814

 

 

 

Total Liabilities

 

20,027

 

927,410

 

-

 

947,437

 

 

 

 

 

 

 

 

 

 

 

 

 COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 STOCKHOLDERS' EQUITY (DEFICIT):

 

 

 

 

 

 

 

 

 

Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued or outstanding

 

-

 

-

 

 

 

-

 

Common stock: $0.0001 par value; 74,000,000 shares authorized; 50,000,000 shares issued and outstanding 12,473,600 shares issued and outstanding - Pro Forma

 

421

 

-

(1)(2)(3)

826

 

1,247

 

Additional paid-in capital

 

92,710

 

-

(1)(2)(3)(4)(5)

414,798

 

507,508

 

Members' capital

 

-

 

3,918,468

(5)

(3,918,468)

 

-

 

Accumulated deficit

 

(112,952)

 

(3,389,892)

(4)(5)

3,502,844

 

-

 

 

Total Stockholders' Equity (Deficit)

 

(19,821)

 

528,576

 

-

 

508,755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity (Deficit)

$

206

$

1,455,986

$

-

$

1,456,192


(1)

To reflect cancellation of 3,485,000 shares of SLHL’s common stock by the controlling stockholder effective as of August 24, 2011, the closing date of the merger between SLHL and Fuel Doctor, LLC.

(2)

To give effect to 4.3 for 1 forward stock split upon acquisition of Fuel Doctor, LLC.

(3)

To reflect issuance of additional 9,347,500 shares to Fuel Doctor, LLC members effective as of August 24, 2011 upon acquisition of Fuel Doctor, LLC.

(4)

To reclassify SLHL accumulated deficit to Additional paid-in capital.

(5)

To reclassify Fuel Doctor, LLC members' capital and accumulated deficit to additional paid-in capital.


See accompanying notes to the unaudited pro forma combined financial statements.



3





SILVERHILL MANAGEMENT SERVICES, INC. AND SUBSIDIARY

PRO FORMA COMBINED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2011

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Historical

 

Pro Forma

 

 

 

 

 

Silverhill Management Services, Inc.

 

Fuel Doctor, LLC

 

Adjustments

 

Combined

 

 

 

 

 

For the

Three Months

 

For the

Three Months

 

 

 

 

 

 

 

 

 

Ended

 

Ended

 

 

 

 

 

 

 

 

 

March 31, 2011

 

March 31, 2011

 

 

 

 

 NET REVENUES

$

-

$

344,007

$

-

$

344,007

 

 

 

 

 

 

 

 

 

 

 

 

 COST OF SALES

 

-

 

210,614

 

-

 

210,614

 

 

 

 

 

 

 

 

 

 

 

 

 GROSS PROFIT

 

-

 

133,393

 

-

 

133,393

 

 

 

 

 

 

 

 

 

 OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 Adverting & promotion

 

-

 

349,681

 

 

 

349,681

 

 Commission

 

-

 

1,130

 

 

 

1,130

 

 Product samples

 

-

 

8,129

 

 

 

8,129

 

 Professional fee

 

8,364

 

48,311

 

 

 

56,675

 

 Rent expenses

 

-

 

9,951

 

 

 

9,951

 

 Officer compensation

 

-

 

74,100

 

 

 

74,100

 

 General and administrative

 

36

 

68,547

 

 

 

68,583

 

 

 Total Operating Expenses

 

8,400

 

559,849

 

-

 

568,249

 

 

 

 

 

 

 

 

 

 

 

 

 LOSS FROM OPERATIONS

 

 

(8,400)

 

(426,456)

 

-

 

(434,856)

 

 

 

 

 

 

 

 

 

 

 

 

 OTHER (INCOME) EXPENSE:

 

 

 

 

 

 

 

 

 

 Interest expense

 

 

-

 

3,043

 

-

 

3,043

 

 Other (income) expense

 

-

 

(6)

 

-

 

(6)

 

 

 Other (income) expense, net

 

 

-

 

3,037

 

-

 

3,037

 

 

 

 

 

 

 

 

 

 

 

 

 LOSS BEFORE INCOME TAXES

 

 

 

 

 

 

 

 

 

 AND NONCONTROLLING INTEREST

 

(8,400)

 

(429,493)

 

-

 

(437,893)

 

 

 

 

 

 

 

 

 

 

 

 

 INCOME TAX PROVISION

 

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 LOSS BEFORE NONCONTROLLING INTEREST

 

(8,400)

 

(429,493)

 

-

 

(437,893)

 

 

 

 

 

 

 

 

 

 

 

 

 NONCONTROLLING INTEREST

 

-

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 NET LOSS

 

$

(8,400)

$

(429,493)

$

-

$

(437,893)

 

 

 

 

 

 

 

 

 

 

 

 

 NET LOSS PER COMMON SHARE - BASIC AND DILUTED:

$

-

 

 

$

-

$

(0.04)

 

 

 

 

 

 

 

 

 

 

 

 

 Weighted average number of common shares outstanding - basic and diluted(1)

 

4,212,000

 

 

(1)(2)(3)

8,261,600

 

12,473,600

 

 

 

 

 

 

 

 

 

 

 

 

 LOSS PER COMMON SHARE - DILUTED:

$

-

 

 

$

-

$

(0.04)

 

 Continuing operations

$

-

 

 

$

-

$

(0.04)

 

 Net income (loss)

$

-

 

 

 

 

$

(0.04)

 

 

 

 

 

 

 

 

 

 

 

 

 Weighted average number of common shares outstanding - diluted (1)

 

4,212,000

 

 

 

8,261,600

 

12,473,600


(1)

To reflect cancellation of 3,485,000 shares of SLHL’s common stock by the controlling stockholder effective as of August 24, 2011, the closing date of the merger between SLHL and Fuel Doctor, LLC.

(2)

To give effect to 4.3 for 1 forward stock split upon acquisition of Fuel Doctor, LLC.

(3)

To reflect issuance of additional 9,347,500 shares to Fuel Doctor, LLC members effective as of August 24, 2011 upon acquisition of Fuel Doctor, LLC.

See accompanying notes to the unaudited pro forma combined financial statements.



4





SILVERHILL MANAGEMENT SERVICES, INC. AND SUBSIDIARY

PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2010

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Historical

 

Pro Forma

 

 

 

 

 

Silverhill Management Services, Inc.

 

Fuel Doctor, LLC

 

Adjustments

 

Combined

 

 

 

 

 

For the Year

 

For the Year

 

 

 

 

 

 

 

 

 

Ended

 

Ended

 

 

 

 

 

 

 

 

 

December 31, 2010

 

December 31, 2010

 

 

 

 

 NET REVENUES

$

-

$

780,146

$

-

$

780,146

 

 

 

 

 

 

 

 

 

 

 

 

 COST OF SALES

 

-

 

753,996

 

-

 

753,996

 

 

 

 

 

 

 

 

 

 

 

 

 GROSS PROFIT

 

-

 

26,150

 

-

 

26,150

 

 

 

 

 

 

 

 

 

 

 

 

 OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 Adverting & promotion

 

-

 

967,870

 

 

 

967,870

 

 Commission

 

-

 

172,559

 

 

 

172,559

 

 product sample

 

-

 

107,422

 

 

 

107,422

 

 Professional fee

 

26,307

 

165,556

 

-

 

191,863

 

 Rent expenses

 

-

 

37,228

 

 

 

37,228

 

 Officer compensation

 

1,000

 

548,013

 

 

 

549,013

 

 Research and development

 

-

 

123,196

 

 

 

123,196

 

 General and administrative

 

38

 

381,113

 

 

 

381,151

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Total Operating Expenses

 

27,345

 

2,502,957

 

-

 

2,530,302

 

 

 

 

 

 

 

 

 

 

 

 

 LOSS FROM OPERATIONS

 

 

(27,345)

 

(2,476,807)

 

-

 

(2,504,152)

 

 

 

 

 

 

 

 

 

 

 

 

 OTHER (INCOME) EXPENSE:

 

 

 

 

 

 

 

 

 

 Interest expense

 

 

-

 

8,752

 

-

 

8,752

 

 Other (income) expense

 

-

 

(423)

 

 

 

(423)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Other (income) expense, net

 

 

-

 

8,329

 

-

 

8,329

 

 

 

 

 

 

 

 

 

 

 

 

 LOSS BEFORE INCOME TAXES AND NONCONTROLLING INTEREST

 

(27,345)

 

(2,485,136)

 

-

 

(2,512,481)

 

 

 

 

 

 

 

 

 

 

 

 

 INCOME TAX PROVISION

 

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 LOSS BEFORE NONCONTROLLING INTEREST

 

(27,345)

 

(2,485,136)

 

-

 

(2,512,481)

 

 

 

 

 

 

 

 

 

 

 

 

 NONCONTROLLING INTEREST

 

-

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 NET LOSS

 

 

(27,345)

 

(2,485,136)

 

-

 

(2,512,481)

 

 

 

 

 

 

 

 

 

 

 

 

 NET LOSS PER COMMON SHARE - BASIC AND DILUTED:

$

(0.01)

 

 

$

-

$

(0.20)

 

 

 

 

 

 

 

 

 

 

 

 

 Weighted average number of common shares outstanding – basic and diluted(1)

 

4,212,000

 

 

(1)(2)(3)

8,261,600

 

12,473,600


(1)

To reflect cancellation of 3,485,000 shares of SLHL’s common stock by the controlling stockholder effective as of August 24, 2011, the closing date of the merger between SLHL and Fuel Doctor, LLC.

(2)

To give effect to 4.3 for 1 forward stock split upon acquisition of Fuel Doctor, LLC.

(3)

To reflect issuance of additional 9,347,500 shares to Fuel Doctor, LLC members effective as of August 24, 2011 upon acquisition of Fuel Doctor, LLC.


See accompanying notes to the unaudited pro forma combined financial statements.



5




SILVERHILL MANAGEMENT SERVICES, INC.

AND

FUEL DOCTOR, LLC


as of and for the three months ended MARCH 31, 2011

and

as of and for the year ended DECEMBER 31, 2010


(UNAUDITED)


NOTE 1

 - Basis of Pro Forma Presentation


On August 24, 2011, the Company entered into an Agreement and Plan of Reorganization (the “Plan”) by and among the Company, Fuel Doctor, LLC, a California limited liability company (“FDLLC”), Emily Lussier, the Company’s controlling shareholder, and the members of FDLLC.  A closing under the Plan was held on the same date.  Pursuant to the Plan, Emily Lussier surrendered 3,485,000 shares, representing her controlling interest in the Company to the Registrant and resigned as an officer and director; the Company effectuated a 4.3 for 1 (1:4.3) forward stock split; and the Company acquired 100% of the membership interests from the members of FDLLC for 9,437,500 shares of the Company’s common stock representing approximately 74.9% of the Company outstanding stock immediately post acquisition; FDLLC became a wholly owned subsidiary of the Company; and the managers of FDLLC were appointed as the Officers and Directors of the Company upon closing of the Plan.


The pro forma combined balance sheet as of March 31, 2011 and the pro forma combined statements of operations for the three months ended March 31, 2011 and for the year ended December 31, 2010 are based on the historical financial statements of FDLLC and the Company after giving effect to FDLLC’s acquisition of the Company using the purchase method of accounting and applying the assumptions and adjustments described in the accompanying notes to the pro forma combined financial statements as if such acquisition had occurred as of March 31, 2011 for the balance sheet, and January 1, 2010 for statements of operations for pro forma financial statements purposes.  The pro forma combined financial statements do not purport to represent what the results of operations or financial position of the Company would actually have been if the merger had in fact occurred on January 1, 2010, nor do they purport to project the results of operations or financial position of the Company for any future period or as of any date, respectively.


These pro forma combined financial statements do not give effect to any restructuring costs or to any potential cost savings or other operating efficiencies that could result from the merger between FDLLC and the Company since such amounts, if any, are not presently determinable.


NOTE 2

 - Pro Forma Adjustments


The accompanying pro forma combined financial statements have been prepared as if the acquisition was completed on March 31, 2011 for balance sheet purposes and on January 1, 2010 for statements of operations purposes and reflect the following pro forma adjustments:


1)

To reflect cancellation of 3,485,000 shares of SLHL’s common stock by the controlling stockholder effective as of August 24, 2011, the closing date of the merger between SLHL and Fuel Doctor, LLC.


Additional paid-in capital

 

 

(348

)

 

 

 

 

 

Common stock: $0.0001 par value

 

 

348

 


2)

To give effect to 4.3 for 1 forward stock split upon acquisition of Fuel Doctor, LLC.


Additional paid-in capital

 

 

240

 

 

 

 

 

 

Common stock: $0.0001 par value

 

 

(240

)


3)

To reflect issuance of additional 9,347,500 shares to Fuel Doctor, LLC members effective as of August 24, 2011 upon acquisition of Fuel Doctor, LLC.


Common stock: $0.001 par value

 

 

(9,348

)

 

 

 

 

 

Additional paid-in capital

 

 

9,348

 


4)

To reclassify SLHL accumulated deficit to Additional paid-in capital


Additional paid-in capital

 

 

(112,952

)

 

 

 

 

 

Accumulated deficit

 

 

112,952

 


5)

To reclassify FDLLC’s member capital and accumulated deficit as additional paid-in capital.

 

 

 

 

 

Additional paid-in capital

 

 

(3,918,468

)



6





 

 

 

 

 

Member’s capital

 

 

3,918,468

 

 

 

 

 

 

Additional paid-in capital

 

 

3,389,892

 

 

 

 

 

 

Accumulated deficit

 

 

(3,389,892

)




7