Attached files

file filename
8-K - US-China Biomedical Technology, Inc.acnm8k.htm
EX-3.3 - AMENDED ARTICLES OF INCORPORATION - US-China Biomedical Technology, Inc.ex33amdart.htm
EX-2.1 - ACQUISITION AGREEMENT AND PLAN OF MERGER - US-China Biomedical Technology, Inc.ex21acqagr.htm
EX-3.4 - ARTICLES OF MERGER - US-China Biomedical Technology, Inc.ex34artmrg.htm
EX-10.1 - EMPLOYMENT AGREEMENT - US-China Biomedical Technology, Inc.ex101empagr.htm
EX-10.3 - SHARE LOCK-UP AGREEMENT - US-China Biomedical Technology, Inc.ex103lkupagr.htm
EX-10.4 - SHARE LOCK-UP AGREEMENT - US-China Biomedical Technology, Inc.ex104lkupagr.htm
EX-99.1 - AUDITED FINANCIAL STATEMENTS FOR CLOUD STAR CORPORATION - US-China Biomedical Technology, Inc.ex991auditfs.htm
EX-10.2 - SHARE LOCK-UP AGREEMENT - US-China Biomedical Technology, Inc.ex102lkupagr.htm
EX-10.5 - VOTING TRUST - US-China Biomedical Technology, Inc.ex105votingtrust.htm

Exhibit 99.2 - Pro Forma Financial Data


Following are the consolidated pro forma financial statements of Accend Media and Cloud Star Corporation. These consolidated pro forma statements and accompanying notes are considered integral to this SEC form 8K filing.


Accend Media

Cloud Star Corporation

Consolidated Pro Forma



Unaudited Balance Sheets For the Periods as Indicated


ASSETS Current assets: Cloud Star Corporation
February 29, 2012

Amend Media Pro Forma

November 30, 2011 Adjustments

Pro Forma Combined
Cash and cash equivalents 13,658 $   13,658
Accounts receivable     79,270 79,270
Other receivable     300 300
Total current assets 13,658   79,570 93,228
Website and software 31,279     31,279
Other assets     1,500 1 500
TOTAL ASSETS 44,937 $ 81,070 126,007
Current liabilities:        
Bank overdraft     603 603
Accounts payable     5,780 5,780
Accrued liabilities 100   (10) 90
Convertible note payable 100,000     100.000
Total current liabilities 100,100   6,373 106,473


Commitments and contingencies

Stockholders' equity (deficit):

Preferred stock; on a historical and pro-forma basis; $0.001 par value; 10,000,000 shares authorized; none issued and outstanding

Common stock; $0.001 par value; on a historical basis-190,000,000 shares authorized, 150,000,000 issued and outstanding; 190,000,000 shares


   authorized; 97,200,000 issued and outstanding 10   30,000 120,000 1 97,200
        (52,800) 2  
        (10) 3  
Additional paid-in capital 15,090   20,075 (20,075) 1 17,900
        10 1  
        2,800 2  
Accumulated earnings (deficit) in the development stage (70,263)   24,622 (99,925) 1 (95,566)
        50,000 2  
Total stockholders' equity (deficit) (55 163)   74,697     19,534


1 To reflect the five to one forward stock split effective in May2012.

2 To reflect the cancellation of 50,000,000 shares of common stock and 2,800,000 shares returned to treasury in connection with the merger. Offset was to accumulated deficit due to the previous removal of additional paid in capital in connection with #1.

3 Reclass of Cloud Star's common stock to the additional paid in capital account.

4 Elimination of historical Amend Media accumulated deficit and reduction of additional paid-in capital






Accend Media

Cloud Star Corporation

Consolidated Pro Forma



Unaudited Statement of Operations for the Periods as Indicated


    Cloud Star Corporation   Accend Media        
    From October 17, 2011 ("Inception") to February 29, 2012   From December 20, 2010 ("Inception") to February 28, 2011   Pro Forma Adjustments   Pro Forma Combined
Revenue -   -       -
General and administrative 70,163   4,346       74,509
Loss from operations (70,163)   (4,346)       (74,509)
Other Income (Expense)              
Interest income -   -       -
Interest expense (100)   -       (100)
Total other income (expense) (100)   -       (100)
Net loss (70,263)   (4,346)       (74,609)
            80,563,380 1  
            (50,000,000) 2  
Weighted average shares basic and diluted     20,140,845   (2,800,000) 2 47,904,225
Weighted average basic and diluted loss              
  per common share     0.00       0.00



1 To reflect the five to one forward stock split (20,140,845 X 5 – 20,140,845 = 80,563,380).

2 To reflect the cancellation of 50,000,000 shares of common stock in connection with the merger and return of 2,800,000 shares to treasury.



The accompanying notes are an integral part of the financial statements





NOTE 1 – Acquisition and Reorganization


On May 22, 2012, Accend Media and Cloud Star entered into an Acquisition Agreement and Plan of Merger. This merger does not involve the issuance of any new shares by Accend Media, as the former control shareholder, Scott Gerardi and another shareholder of Accend Media agreed to transfer or cancel 118,000,000 of their 120,000,000 shares as follows: 60,000,000 shares to acquire Cloud Star; 2,800,000 shares to return to treasury; 200,000 shares to a new director; 5,000,000 shares to be sold for contributed capital for the Company and 50,000,000 shares cancelled. Immediately prior to the merger, Accend Media had 150,000,000 shares outstanding after giving effect for the five for one stock split approved by its board of directors on March 22, 2012. Immediately after the merger, 97,200,000 shares are outstanding with the sole shareholder of Cloud Star owning 60,000,000 shares.


NOTE 2 – Basis of Presentation


The acquisition of Cloud Star will be accounting for as a reverse acquisition, resulting change in reporting entity, whereby the financial statements Cloud Star will be reported at historical costs after the acquisition. The assets of Accend Media are required to be reported at fair value. We don’t expect to ascribe any value to the assets of Accend Media since these are not expected to be material.


The unaudited pro forma consolidated balance sheet data was prepared assuming the acquisition was completed on November 30, 2011 and was based on the unaudited balance sheet of Accend Media as of November 30, 2011 and the audited balance sheet of Cloud Star as of February 29, 2012.


The unaudited pro forma statement of operations data was prepared for the most recent fiscal year reported by Accend Media, and assume that the acquisition was completed at the beginning of the year. Accordingly, the unaudited pro forma statement of operations data include the data of Accend Media for the period from December 20, 2010 through February 28, 2011, and the data for the period from October 17, 2011 through February 29, 2012 for Cloud Star.


These unaudited pro forma financial statements are provided for illustrative purposes and do not purport to represent what the Company’s financial position would have been if such transactions had occurred on the above mentioned dates. These statements were prepared based on accounting principles generally accepted in the United States. The use of estimates is required and actual results could differ from the estimates used. The Company believes the assumptions used provide a reasonable basis for presenting the significant effects directly attributable to the acquisition.


The historical share data of Accend Media have been retroactively adjusted to reflect the five-for-one forward stock split effected on May 7, 2012.