EXHIBIT 99.2
ECHELON ACQUISITION CORP.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
ECHELON ACQUISITION CORP.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
On May 8, 2006, an agreement and plan of reorganization was executed among
Echelon Acquisition Corp., a corporation organized under the laws of the State
of Delaware ("EAC"); Asia Biotechnology Group Inc., a corporation organized
under the laws of British Virgin Islands ("ABG"); Far Grand Investments
Limited, a corporation organized under the laws of Cayman Islands, acting as
the shareholder of ABG, ("ABG Shareholder"); Harbin OT Pharmaceutical Co.,
Limited, a company organized under the laws of Samoa ( "OT Samoa"); and
shareholders of OT Samoa ( collectively "OT Samoa Shareholders").
The respective Boards of Directors of EAC, ABG and OT Samoa have adopted
resolutions pursuant to which all of the issued and outstanding shares of the
common stock of ABG ("ABG Share") and all of the issued and outstanding
shares of OT Samoa ("OT Samoa Shares") will be converted into the right to
receive a specified number of shares of the common stock of EAC ("EAC
Shares"); and whereas, the sole consideration for the exchange of the ABG
Share shall be the receipt by the ABG Shareholder of 23,296,000 EAC Shares,
$0.001 par value per share; and the sole consideration for the exchange of the
OT Samoa Shares shall be the receipt by the OT Samoa Shareholders of 23,296,000
EAC Shares, $0.001 par value per share.
The ABG Shareholder and the OT Samoa Shareholders individually agreed to
transfer to EAC at the closing ("Closing") the ABG Share and OT Samoa
Shares, in exchange for newly issued and restricted shares of common stock of
EAC. In connection with the acquisition of the ABG Share and the OT Samoa
Shares, EAC shall issue to the ABG Shareholder an aggregate of Twenty Three
Million Two Hundred and Ninety Six Thousand (23,296,000) shares of EAC common
stock, and shall simultaneously issue to the OT Samoa Shareholders an aggregate
of Twenty Three Million Two Hundred and Ninety Six Thousand (23,296,000) shares
of EAC common stock. Such shares at the Closing shall equal eighty percent
(80%) of the issued and outstanding shares of EAC. After the Closing, there
will be 58,240,000 outstanding shares of common stock of the reorganized EAC.
On May 8, 2006, Echelon Acquisition Corp. completed an acquisition of Asia
Biotechnology Group Inc. pursuant to the agreement and plan of reorganization.
The acquisition was accounted for as a recapitalization effected by a share
exchange, wherein Asia Biotechnology Group Inc. is considered the acquirer for
accounting and financial reporting purposes.
The unaudited pro forma consolidated financial statements of Echelon
Acquisition Corp. in the opinion of management include all material adjustments
directly attributable to the share exchange contemplated by the Agreement. The
unaudited pro forma consolidated balance sheet reflects the financial position
of the company as of the share exchange had occurred on December 31, 2005.
The pro forma consolidated statements of operations were prepared as if the
transactions were consummated on January 1, 2005. These pro forma consolidated
financial statements have been prepared for comparative purposes only and do
not purport to be indicative of the results of operations which actually would
have resulted had the transaction occurred on the date indicated and are not
necessarily indicative of the results that may be expected in the future.
ECHELON ACQUISITION CORP.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31, 2005
ASSETS
ASIA PRO FORMA PRO FORMA
ECHELON BIOTECHNOLOGY OT SAMOA ADJUSTMENT TOTAL
$ $ $ $ $
Current assets
Cash and cash equivalents - 459,310 - 459,310
Accounts receivable, less allowances for
doubtful accounts of $ 36,095. - 426,124 - 426,124
Inventories - 247,314 - 247,314
Prepaid expense - reorganization expense - 315,000 - (315,000) -
Other current assets 20,087 200,000 (200,000) 20,087
----------------------------------- ---------
Total current assets - 1,467,835 200,000 1,152,835
Property, plant and equipment, net - 860,021 - 860,021
Land use right, net - 100,362 - 100,362
----------------------------------- ---------
Total assets - 2,428,218 200,000 2,113,218
=================================== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable - 107,658 - 107,658
Accrued expenses 800 13,385 - 14,185
Customer deposits - 354,010 - 354,010
Due to shareholders - 1,577,050 - (1,297,118) 279,932
Other current liabilities - 6,047 - 6,047
----------------------------------- ---------
Total current liabilities 800 2,058,150 - 761,832
----------------------------------- ---------
Minority interests - 434,032 - 434,032
Shareholders' Deficiency
Preferred Stock at $0.001 par value;
authorized 20,000,000 shares; no shares
issued and outstanding
Common stock at $0.001 par value; authorized 11,648 1 200,000 (153,409) 58,240
100,000,000 shares; 58,240,000 shares issued
and outstanding
Additional paid-in capital - - - 923,079 923,079
Accumulated deficits (12,448) (64,052) - 12,448 (64,052)
Accumulated other comprehensive income - 87 - 87
----------------------------------- ---------
Total shareholders' deficiency (800) (63,964) 200,000 917,354
----------------------------------- ---------
Total liabilities and shareholders' deficiency - 2,428,218 200,000 2,113,218
=================================== =========
ECHELON ACQUISITION CORP.
UNAUDITED PRO FORMA CON SOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2005
ECHELON ASIA BIOTECHNOLOGY OT SAMOA PRO FORMA ADJUSTMENT PRO FORMA TOTAL
$ $ $ $ $
Net sales - 37,972 - 37,972
Cost of sales - (32,214) - (32,214)
----------------------------------------- ---------
Gross profit 5,758 - 5,758
Operating expenses
Allowance for bad debt - 3,614 - 3,614
Account and audit fee - 45,000 - 45,000
Salaries 11,500 8,154 - 19,654
Depreciation - 4,549 - 4,549
Amortization of land use right - 373 - 373
Other selling, general and administrative - 31,420 - 31,420
Total operating expenses 11,500 93,110 - 104,610
Loss from operations (11,500) (87,352) - (98,852)
Non-Operating Income
Government Grant - 10,618 - 10,618
Interest income - 47 - 47
Total Non-Operating Expenses - 10,665 - 10,665
Loss before income taxes and minority interests (11,500) (76,687) - (88,187)
Income taxes - - - -
Loss before minority interests (11,500) (76,687) - (88,187)
Minority interests - 12,635 - 12,635
Net loss (11,500) (64,052) - (75,552)
Other comprehensive income
Foreign currency translation gain - 87 - 87
Comprehensive loss (11,500) (63,965) - (75,465)
Basic and diluted loss per common share (0.00)
Net loss available to common shareholders (75,552)
Basic and diluted common shares outstanding 58,240,000
NOTE: OT SAMOA IS INACTIVE SINCE ITS INCORPORATION.
ECHELON ACQUISITION CORP.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following adjustment to the unaudited pro financial statements are based on
the assumption that the share exchange was consummated on December 31, 2005.
DR CR
$ $
DESCRIPTION
Due to shareholders 200,000
Other current assets 200,000
To record the elimination of inter company accounts between OT Samoa and ABG
Due to shareholders 1,097,118
Common Stock (46,592,000 @$.001 par value) 46,592
APIC 1,050,526
To record issuance of 46,592,000 shares in
exchange for repayment of the shareholders' loan
Common Stock - ABG 1
Common Stock - OT Samoa 200,000
Accumulated Deficits 12,448
APIC 187,553
To record exchange of ABG and OT Samoa shares
APIC 315,000
Prepaid expense - reorganization expense 315,000
To record the transfer of the reorganization expense to the APIC