Attached files
Pro Forma Balance
Sheet
As of May 31, 2010
Adjustments for | |||||||||||||||||
Striker | Granisol | Assets and | |||||||||||||||
Energy Corp. | Product Line | Liabilities not | Pro forma | Pro Forma | |||||||||||||
5/31/2010 | 5/31/2010 | Acquired | Adjustments | Balance Sheet | |||||||||||||
Assets | |||||||||||||||||
Cash | 2,092 | 225,043 | (225,043 | ) | (1) | 50,000 | (2) | 52,092 | |||||||||
Accounts receivable, net of related allowances | - | 8,529 | (8,529 | ) | (1) | - | - | ||||||||||
Inventories, net of reserve for obsolescence | - | 10,152 | (10,152 | ) | - | - | |||||||||||
Inventory receivable | - | - | - | 117,180 | (2) | 117,180 | |||||||||||
Deferred tax asset | - | 47,803 | (47,803 | ) | (1) | - | - | ||||||||||
Total current assets | 2,092 | 291,527 | (291,527 | ) | 167,180 | 169,272 | |||||||||||
Product rights and know-how | - | - | - | 882,820 | (2) | 882,820 | |||||||||||
Total assets | 2,092 | 291,527 | (291,527 | ) | 1,050,000 | 1,052,092 | |||||||||||
Current liabilities | |||||||||||||||||
Accounts payable | 13,121 | 5,239 | (5,239 | ) | (1) | - | 13,121 | ||||||||||
Accrued returns | - | 35,047 | (35,047 | ) | (1) | - | - | ||||||||||
Accrued income tax | - | 52,518 | (52,518 | ) | (1) | - | - | ||||||||||
Total current liabilities | 13,121 | 92,804 | (92,804 | ) | - | 13,121 | |||||||||||
Promissory note | 52,402 | - | - | - | 52,402 | ||||||||||||
Total liabilities | 65,523 | 92,804 | (92,804 | ) | - | 65,523 | |||||||||||
Shareholders' equity | |||||||||||||||||
Capital stock Authorized 150,000,000 common shares, par value $0.0001 Issued and outstanding 23,506,000 common shares, par value $0.0001 |
2,056 |
- |
- |
300 |
(2) |
2,356 |
|||||||||||
Additional paid-in capital | 200,723 | - | - | 1,049,700 | (2) | 1,250,423 | |||||||||||
Retained earnings (deficit) | (266,210 | ) | 198,723 | (198,723 | ) | - | (266,210 | ) | |||||||||
Total shareholders' equity | (63,431 | ) | 198,723 | (198,723 | ) | (1) | 1,050,000 | (2) | 986,569 | ||||||||
Total liabilities & net assets | 2,092 | 291,527 | (291,527 | ) | 1,050,000 | 1,052,092 |
Pro Forma Statement of Operations
For the Three Months Ended May 31, 2010
Pro Forma | |||||||||||||
Striker | Granisol | Pro forma | Statement of | ||||||||||
5/31/2010 | 3/31/2010 | Adjustments | Operations | ||||||||||
Gross sales | - | 51,426 | - | 51,426 | |||||||||
Sales deductions | - | 18,032 | - | 18,032 | |||||||||
Net sales | - | 33,394 | - | 33,394 | |||||||||
Cost of goods sold | - | 21,293 | - | 21,293 | |||||||||
Gross margin | - | 12,101 | - | 12,101 | |||||||||
General and administrative expenses | |||||||||||||
Management fees | 3,000 | - | - | 3,000 | |||||||||
Legal and accounting fees | 10,246 | - | - | 10,246 | |||||||||
Other general and administrative expenses | 3,268 | - | - | 3,268 | |||||||||
Amortization of product rights and know-how | - | - | 22,071 | (3) | 22,071 | ||||||||
Total general and administrative expenses | 16,514 | - | 22,071 | 38,585 | |||||||||
Development expense | - | 375 | - | 375 | |||||||||
Income (loss) before income taxes | (16,514 | ) | 11,726 | (22,071 | ) | (26,858 | ) | ||||||
Income tax expense (benefit) | - | 4,338 | (4,338 | ) | (4) | - | |||||||
Net income (loss) | (16,514 | ) | 7,388 | (17,733 | ) | (26,858 | ) |
Pro Forma Statement
of Operations
For the Year Ended February
28, 2010
Pro Forma | |||||||||||||
Striker | Granisol | Pro forma | Statement of | ||||||||||
2/28/2010 | 12/31/2009 | Adjustments | Operations | ||||||||||
Gross sales | - | 325,600 | - | 325,600 | |||||||||
Sales deductions | - | 118,823 | - | 118,823 | |||||||||
Net sales | - | 206,777 | - | 206,777 | |||||||||
Cost of goods sold | - | 134,914 | - | 134,914 | |||||||||
Gross margin | - | 71,863 | - | 71,863 | |||||||||
General and administrative expenses | |||||||||||||
Management fees | 12,000 | - | - | 12,000 | |||||||||
Legal and accounting fees | 36,394 | - | - | 36,394 | |||||||||
Other general and administrative expenses | 9,807 | - | - | 9,807 | |||||||||
Amotization of product rights and know-how | - | - | 88,282 | (3) | 88,282 | ||||||||
Total general and administrative expenses | 58,201 | - | 88,282 | 146,483 | |||||||||
Development expense | - | 45,179 | - | 45,179 | |||||||||
Income (loss) before income taxes | (58,201 | ) | 26,684 | (88,282 | ) | (119,799 | ) | ||||||
Income tax expense (benefit) | - | 9,873 | (9,873 | ) | (4) | - | |||||||
Net income (loss) | (58,201 | ) | 16,811 | (78,409 | ) | (119,799 | ) |
Notes to Pro Forma Consolidated
Financial Information
(1)
to remove the assets and liabilities
not acquired in the acquistion
of the Granisol product line.
(2)
to record the two equity placements
on June 17 and July 2, 2010, totaling
3 million common shares for proceeds
of $1,050,000 necessary to acquire Granisol
and to record the allocation
of the $1 million purchase
price, which includes $117,180 in inventory
to be delivered to PediatRx, Inc.
and to record the fair value of the product
rights and know-how recognizing
the ANDA and rights to manufacture
and market the product acquired. Funding
for the transaction was provided
to PediatRx
by Striker Energy Corp. which raised $ 1,050,000
in two equity placements
prior to the transaction.
(3)
to record the amortization of the acquired
product
rights and know-how using an estimated
useful life of ten years on a straight
-line basis.
(4)
to record the income tax benefit associated
with the amortization of the product
rights and know-how net of the valuation
allowance recorded against the deferred
tax assets. The Company determined
it was more likely than not the deferred
tax assets would not be realized
and recorded the pro forma adjustment
net of the valuation allowance.
Striker Energy Corp. and |
The Granisol Product Line Acquisition |
SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA |
Explanatory Notes |
The unaudited pro forma financial
data set forth below are presented
to illustrate the estimated
effects of the Purchase Agreement between
PediatRx, Inc. and Cypress Pharmaceuticals,
Inc., dated July 22, 2010, on our historical
financial position and results of operations,
adjusted to give effect to:
* The transaction
wherein PediatRx,
Inc., a wholly owned subsidiary
of Striker Energy Corp. has acquired
the assets of the Granisol product line.
On July 22, 2010, PediatRx, Inc., entered
into an Agreement with Cypress
Pharmaceuticals,
Inc., a private company.
Under the terms of the Purchase
Agreement, PediatRx acquired
all of the assets relating
to the Granisol product line, including
the ANDA, the Granisol trademark
and the manufacturing and supply agreement
with Therapex, a division
of E-Z-EM Canada.
As part of the agreement
and prior to the closing,
Cypress placed an order for inventory
to be delivered to PediatRx
after the closing date.
On July 23, 2010, PediatRx
paid Cypress the consideration
of $1 million for the assets and has assigned
$117,180 to inventory receivable
on the balance
sheet as of May 31, 2010, with the remaining
purchase price allocated to the product
rights and know-how associated
with the ANDA, the Granisol trademark,
and the manufacturing and supply agreement
with Therapex.
We have derived our historical financial data from our audited financial statements for the year ended February 28, 2010, and from our unaudited financial statements as of and for the three-month period ended May 31, 2010. We have derived Granisol's financial data from its audited financial statements for the year ended December 31, 2009, and its unaudited financial statements as of May 31, 2010 and for the three-month period ended March 31, 2010.
The unaudited pro forma combined balance sheet as of May 31, 2010 assumes the Agreement was completed on May 31, 2010. The information presented in the unaudited pro forma combined financial statements does not purport to represent what the financial position or results of operations would have been had the Agreement occurred as of May 31, 2010, nor is it indicative of future financial position or results of operations. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined, or the future result that the combined company will experience after the Agreement is completed.
The pro forma adjustments are based upon availible information and certain assumptions that management believes is reasonable under the circumstances. The unaudited pro forma financial statements should be read in conjunction with the accompanying notes and assumptions and the historical financial statements of Striker Energy Corp. and the Granisol Product Line.