UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 21, 2002
APPLIED DNA SCIENCES , INC.
------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 2 90519 59-2262718
---------------------------- ----------- -------------------
(State or other jurisdiction Commission (IRS Employer
of Incorporation) File Number Identification No.)
9225 Sunset Boulevard Los Angeles, CA 90069
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (310) 246-1720
PROHEALTH MEDICAL TECHNOLOGIES, INC.
211 West Wall Street, Midland, Texas 70701-4556
(Former name or former address, if changed since last report.)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
APPLIED DNA SCIENCES, INC.
(A development Stage Company)
SEPTEMBER 30, 2002
FINANCIAL STATEMENTS WITH
AUDIT REPORT OF
CERTIFIED PUBLIC ACCOUNTANTS
APPLIED DNA SCIENCES , INC.
Index to Financial Statements
--------------------------------------------------------------------------------
Page
----
Report of Independent Certified Public Accountants F-3
Balance Sheet as of September 30, 2002 F-4
Statement of Losses for the period September 16, 2002
(date of inception) to September 30, 2002 F-5
Statement of Deficiency in Stockholders' Equity for the period
September 16, 2002 (date of inception) to September 30, 2002 F-6
Statements of Cash Flows for the period September 16, 2002
(date of inception) to September 30, 2002 F-7
Notes to Financial Statements F-8 to F-13
RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
CERTIFIED PUBLIC ACCOUNTANTS
Suite 305
McLean, VA 22101-3621
(703) 448-9200
(703) 448-3515 (fax)
New York, NY Philadelphia, PA
--------------------------------------------------------------------------------
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Applied DNA Sciences, Inc.
Los Angeles, California
We have audited the accompanying balance sheet of Applied DNA Sciences,
Inc. (a development stage company) as of September 30, 2002 and the related
statements of losses, deficiency in stockholders' equity, and cash flows for the
period September 16, 2002 (date of inception) through September 30, 2002. These
financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on the financial statements based upon
our audit.
We have conducted our audit in accordance with auditing standards
generally accepted in the United States of America. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Applied DNA Sciences
, Inc. (a development stage company) at September 30, 2002 and the results of
its operations and its cash flows for the period September 16, 2002 (date of
inception) to September 30, 2002, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the
company will continue as a going concern. As discussed in the Note F to the
accompanying financial statements, the company is in the development stage and
has not established a source of revenues. This raises substantial doubt about
the company's ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ RUSSELL BEDFORD Stefanou
----------------------------
MIRCHANDANI LLP
---------------
Russell Bedford Stefanou Mirchandani LLP
Certified Public Accountants
McLean, Virginia
December 14, 2002
F-3
APPLIED DNA SCIENCES , INC
(A development stage company)
BALANCE SHEET
SEPTEMBER 30, 2002
ASSETS
Current Assets:
Total current assets --
$ --
--------
LIABILITIES AND DEFICIENCY IN STOCKHOLDER'S EQUITY
Current Liabilities:
Advance from shareholders (Note B) $ 10,612
--------
Total current liabilities 10,612
Commitments & contingencies (Note G)
DEFICIENCY IN STOCKHOLDER'S EQUITY
(Note C):
Common Stock, no par value; authorized 100,000 shares; 100,000
shares issued and outstanding 1,000
Deficit accumulated during the development stage (11,612)
--------
Deficiency in stockholder's equity (10,612)
--------
$ --
========
See accompanying notes to financial statements
F-4
APPLIED DNA SCIENCES , INC.
(A development stage company)
STATEMENT OF LOSSES
FOR THE SEPTEMBER 16, 2002 (Date of Inception) THROUGH SEPTEMBER 30, 2002
Costs and expenses:
General and administrative $ 11,612
---------
Total costs and expenses 11,612
Loss before income taxes (11,612)
---------
Income (taxes) benefit --
---------
Net loss $ (11,612)
=========
Basic and diluted loss per
common share (Note E) $ (.12)
=========
Weighted average common shares
outstanding 100,000
See accompanying notes to financial statements
F-5
APPLIED DNA SCIENCES, INC.
(A development stage company)
STATEMENT OF CASH FLOWS
FOR THE PERIOD SEPTEMBER 16, 2002 (Date of Inception) THROUGH
SEPTEMBER 30, 2002
Cash flows from operating activities:
Net losses $(11,612)
Common stock issued in exchange for services 1,000
--------
Net cash used in operating activities (10,612)
Cash flows from financing activities:
Advances from shareholders 10,612
--------
Net cash provided by financing activities 10,612
Net increase (decrease) in cash and equivalents --
Cash and equivalents at beginning of period --
--------
Cash and equivalents at end of period $ --
========
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ --
Cash paid during the period for taxes --
Common stock issued in exchange for services 1,000
See accompanying notes to financial statements
F-6
APPLIED DNA SCIENCES, INC
(A development stage company)
STATEMENT OF DEFICIENCY IN STOCKHOLDER'S EQUITY
FOR THE PERIOD SEPTEMBER 16, 2002 (Date of Inception) THROUGH
SEPTEMBER 30, 2002
Common Common Stock Deficit
Shares Amount Accumulated Total
During
Development
Stage
----------- ----------- ----------- -----------
Issuance of common stock
to Founders in exchange for services on
September 16, 2002 at $ .01 per share 100,000 $ 1,000 $ -- $ 1,000
Net Loss -- -- (11,612) (11,612)
----------- ----------- ----------- -----------
Balance at September 30, 2002 100,000 $ 1,000 $ (11,612) $ (10,612)
=========== =========== =========== ===========
See accompanying notes to financial statements
F-7
APPLIED DNA SCIENCES , Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
NOTE A - SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of
the accompanying financial statements follows.
Business and Basis of Presentation
----------------------------------
On September 16, 2002, Applied DNA Sciences, Inc. (the "Company") was
incorporated under the laws of the State of Nevada. The Company is in the
development stage , as defined by Statement of Financial Accounting Standards
No. 7 ("SFAS No. 7") and its efforts have been principally devoted to developing
DNA embedded biotechnology security solutions in the United States. To date, the
Company has generated no sales revenues, has incurred expenses and has sustained
losses. Consequently, its operations are subject to all the risks inherent in
the establishment of a new business enterprise. For the period from inception
through September 30, 2002, the Company has accumulated losses of $11,612.
Estimates
---------
The preparation of the financial statement in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Revenue Recognition
-------------------
The Company will follow a policy of recognizing income as revenue in the period
the services are provided and the products shipped.
Cash Equivalents
----------------
For the purpose of the accompanying financial statements, all highly liquid
investments with a maturity of three months or less are considered to be cash
equivalents.
Income Taxes
------------
The Company has adopted Financial Accounting Standard No. 109 (SFAS 109) which
requires the recognition of deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statement or tax returns. Under this method, deferred tax liabilities and assets
are determined based on the difference between financial statements and tax
basis of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. Temporary differences between
taxable income reported for financial reporting purposes and income tax purposes
are insignificant.
F-8
APPLIED DNA SCIENCES , Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
NOTE A - SUMMARY OF ACCOUNTING POLICIES (continued)
Impairment of Long-Lived Assets
-------------------------------
The Company has adopted Statement of Financial Accounting Standards No. 121
(SFAS 121). The Statement requires that long-lived assets and certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. SFAS No. 121 also requires assets to be
disposed of be reported at the lower of the carrying amount or the fair value
less costs to sell.
Intangible Assets
-----------------
Organization costs incurred after December 31, 1999 have been expensed as
incurred in accordance with AICPA Statement of Position 98-5.
Comprehensive Income
--------------------
The Company does not have any items of comprehensive income in any of the
periods presented.
Segment Information
-------------------
The Company adopted Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related Information ("SFAS
131"). SFAS establishes standards for reporting information regarding operating
segments in annual financial statements and requires selected information for
those segments to be presented in interim financial reports issued to
stockholders. SFAS 131 also establishes standards for related disclosures about
products and services and geographic areas. Operating segments are identified as
components of an enterprise about which separate discrete financial information
is available for evaluation by the chief operating decision maker, or decision
making group, in making decisions how to allocate resources and assess
performance. The information disclosed herein, materially represents all of the
financial information related to the Company's principal operating segment.
Net Loss Per Share
------------------
The Company has adopted Statement of Financial Accounting Standard No. 128,
"Earnings Per Share," specifying the computation, presentation and disclosure
requirements of earnings per share information. Basic earnings per share has
been calculated based upon the weighted average number of common shares
outstanding. Stock options and warrants have been excluded as common stock
equivalents in the diluted earnings per share because they are either
antidilutive, or their effect is not material.
F-9
APPLIED DNA SCIENCES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
NOTE A - SUMMARY OF ACCOUNTING POLICIES (continued)
Stock Based Compensation
------------------------
The Company accounts for stock transactions in accordance with APB Opinion 25,
"Accounting for Stock Issued to Employees." In accordance with statement of
Financial Accounting Standards No. 123, "Accounting for Stock Based
Compensation," the Company has adopted the proforma disclosure requirements.
Liquidity
---------
As shown in the accompanying financial statements, the Company incurred a net
loss of $ 11,612 during the period September 16, 2002 (date of inception)
through September 30, 2002 . The Company's current liabilities exceeded its
current assets by $ 10,612 as of September 30, 2002.
Concentrations of Credit Risk
-----------------------------
Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash, cash equivalents
and trade receivables. The Company places its cash and temporary cash
investments with high credit quality institutions. At times, such investments
may be in excess of the FDIC insurance limit.
Research and Development
------------------------
Company-sponsored research and development costs related to both present and
future products will be expended in the period incurred.
Advertising
-----------
The Company will follow a policy of charging the costs of advertising to
expenses incurred. The Company did not occur any advertising costs during the
period September 16, 2002 (date if inception) through September 30, 2002.
F-10
APPLIED DNA SCIENCES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
NOTE A - SUMMARY OF ACCOUNTING POLICIES (continued)
New Accounting Pronouncements
-----------------------------
In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141, "Business Combinations" (SFAS No.
141), and Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" (SFAS No. 142). The FASB also issued Statement of
Financial Accounting Standards No. 143, "Accounting for Obligations Associated
with the Retirement of Long-Lived Assets" (SFAS No. 143), and Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS No. 144), in August and October 2001,
respectively.
SFAS No. 141 requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the
pooling-of-interest method. The adoption of SFAS No. 141 had no material impact
on the Company's financial statements.
Effective January 1, 2002, the Company adopted SFAS No. 142. Under the new
rules, the Company will no longer amortize goodwill and other intangible assets
with indefinite lives, but such assets will be subject to periodic testing for
impairment. On an annual basis, and when there is reason to suspect that their
values have been diminished or impaired, these assets must be tested for
impairment, and write-downs to be included in results from operations may be
necessary. SFAS No. 142 also requires the Company to complete a transitional
goodwill impairment test six months from the date of adoption.
Any goodwill impairment loss recognized as a result of the transitional goodwill
impairment test will be recorded as a cumulative effect of a change in
accounting principle no later than the end of fiscal year 2002. The adoption of
SFAS No. 142 had no material impact on the Company's financial statements
SFAS No. 143 establishes accounting standards for the recognition and
measurement of an asset retirement obligation and its associated asset
retirement cost. It also provides accounting guidance for legal obligations
associated with the retirement of tangible long-lived assets. SFAS No. 143 is
effective in fiscal years beginning after June 15, 2002, with early adoption
permitted. The Company expects that the provisions of SFAS No. 143 will not have
a material impact on its consolidated results of operations and financial
position upon adoption. The Company plans to adopt SFAS No. 143 effective
January 1, 2003.
SFAS No. 144 establishes a single accounting model for the impairment or
disposal of long-lived assets, including discontinued operations. SFAS No. 144
superseded Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
(SFAS No. 121), and APB Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions". The Company adopted
SFAS No. 144 effective January 1, 2002. The adoption of SFAS No. 144 had no
material impact on Company's financial statements.
NOTE B - RELATED PARTY TRANSACTIONS
Included in current liabilities is $ 10,612 at September 30, 2002 which
represents advances from the stockholders of the Company. No formal agreements
or repayment terms exist.
F-11
APPLIED DNA SCIENCES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
NOTE C- CAPITAL STOCK
The Company is authorized to issue 100,000 shares of common stock , with no par
value per share. During the period September 16, 2002 through September 30,
2002, the Company issued 100,000 shares of common stock in exchange for
reimbursement of services aggregating $ 1,000 . The Company valued the stock
issued based upon the fair value of the services received.
NOTE D- INCOME TAXES
The Company has adopted Financial Accounting Standard No. 109 which requires the
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statement or tax
returns. Under this method, deferred tax liabilities and assets are determined
based on the difference between financial statements and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Temporary differences between taxable
income reported for financial reporting purposes and income tax purposes are
insignificant.
At September 30, 2002, the Company has available for federal income tax purposes
a net operating loss carryforward of approximately $ 11,600, expiring the year
2022, that may be used to offset future taxable income. The Company has provided
a valuation reserve against the full amount of the net operating loss benefit,
since in the opinion of management based upon the earnings history of the
Company , it is more likely than not that the benefits will not be realized. Due
to significant changes in the Company's ownership, the future use of its
existing net operating losses may be limited.
Components of deferred tax assets as of September 30, 2002 are as follows:
Non current:
Net operating loss carryforward $ 1,700
Valuation allowance (1,700)
--------
Net deferred tax asset $ 0
========
NOTE E-LOSSES PER SHARE
The following table presents the computation of basic and diluted losses per
share:
Loss available for common shareholders $ (11,612)
Basic and fully diluted loss per share $ (.12)
---------
Weighted average common shares outstanding 100,000
=========
Net loss per share is based upon the weighted average of shares of common stock
outstanding
F-12
APPLIED DNA SCIENCES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
NOTE F- GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the accompanying
financial statements during the period September 16, 2002 through September 30,
2002, the Company incurred a loss of $11,612. In addition, the Company has a
deficiency in stockholder's equity of $ 10,612. These factors among others may
indicate that the Company will be unable to continue as a going concern for a
reasonable period of time.
The Company's existence is dependent upon management's ability to develop
profitable operations. Management is devoting substantially all of its efforts
to developing DNA embedded biotechnology security solutions in the United States
and there can be no assurance that the Company's efforts will be successful.
However, the planned principal operations have not commenced and no assurance
can be given that management's actions will result in profitable operations or
the resolution of its liquidity problems. The accompanying statements do not
include any adjustments that might result should the Company be unable to
continue as a going concern.
In order to improve the Company's liquidity, the Company's management is
actively pursing additional equity financing through discussions with investment
bankers and private investors. There can be no assurance the Company will be
successful in its effort to secure additional equity financing.
NOTE G- SUBSEQUENT EVENTS
On October 21, 2002, the Company entered into a Plan and Agreement of
Reorganization ("Merger") with ProHealth Medical Technologies, Inc.
("ProHealth") an inactive publicly registered shell corporation with no
significant assets or operations. For accounting purposes, the Company shall be
the surviving entity. The transaction is accounted for using the purchase method
of accounting. The total purchase price and carrying value of net assets
acquired of was $ 880. From November 1988 until the date of the merger,
ProHealth was an inactive corporation with no significant assets and liabilities
Effective with the Merger , all previously outstanding common stock, preferred
stock, options and warrants owned by the Company's shareholders were exchanged
for an aggregate of 11,000,000 shares of ProHealth common stock. The value of
the stock that was issued was the historical cost of the ProHealth's net
tangible assets, which did not differ materially from their fair value. In
accordance with Accounting Principles Opinion No. 16, the Company is the
acquiring entity.
Effective with the Merger, ProHealth changed its name to Applied DNA Sciences,
Inc.
In October 2002, the Company entered into an exclusive licensing agreement with
Biowell Technology, Inc., a company formed under the laws of Taiwan, Republic of
Taiwan. The initial term of the license expires in 2007 with renewal options
under certain terms and conditions. The License grants the Company the exclusive
use of certain patented DNA technology, along with the rights to future
technology, in exchange for an initial payment of 1,500,000 shares of the
Company's restricted common stock, subsequent to the Merger with ProHealth. The
Company is obligated to make certain minimum annual royalty payments beginning
in 2003.
F-13
(b) Pro Forma Financial Information.
Condensed Consolidated Pro Forma Unaudited Balance Sheet
as of September 30, 2002 F-15
Condensed Consolidated Pro Forma Unaudited Statement
of Losses for the Period September 16, 2002 (Date of
Inception) through September 30, 2002 F-16
Notes to Condensed Consolidated Pro Forma Unaudited
Financial Statements F-17
Unaudited Pro Forma Condensed Financial Information
On October 21, 2002, Applied DNA Sciences, Inc. ("ADNAS") completed an Agreement
and Plan of Reorganization ("Agreement") with ProHealth Medical Technologies,
Inc. ("ProHealth") an inactive publicly registered shell corporation with no
significant assets or operations. For accounting purposes, ADNAS shall be the
surviving entity. The transaction is accounted for using the purchase method of
accounting. The total purchase price and carrying value of net assets acquired
of ProHealth was $ 880. From November 1988 until the date of the merger,
ProHealth was an inactive corporation with no significant assets and
liabilities.
The Proforma Unaudited Financial Statements have been prepared by management of
ADNAS in order to present consolidated financial position and results of
operations of ProHealth and ADNAS as if the acquisition had occurred as of
September 30, 2002 for the pro forma condensed balance sheet and to give effect
to the acquisition of ProHealth , as if the transaction had taken place at
September 16, 2002 (date of inception of ADNAS) for the pro forma condensed
consolidated statement of losses for the period September 16, 2002 (date of
inception) through September 30, 2002.
The pro forma information is based on historical financial statements giving
effect to the proposed transactions using the purchase method of accounting and
the assumptions and adjustments in the accompanying notes to the pro forma
financial statements. The unaudited pro forma financial information is not
necessarily indicative of the actual results of operations or the financial
position which would have been attained had the acquisitions been consummated at
either of the foregoing dates or which may be attained in the future. The pro
forma financial information should be read in conjunction with the historical
consolidated financial statements of ADNAS (including notes thereto) included in
this Form.
Effective with the Agreement, all previously outstanding common stock, preferred
stock, options and warrants owned by ADNAS stockholders were exchanged for an
aggregate of 11,000,000 shares of ProHealth common stock. The value of the stock
that was issued was the historical cost of ADNAS's net tangible assets, which
did not differ materially from their fair value. In accordance with Accounting
Principles Opinion No. 16, ADNAS is the acquiring entity.
F-14
APPLIED DNA SCIENCES, INC.
CONDENSED CONSOLIDATED PRO FORMA UNAUDITED BALANCE SHEET
SEPTEMBER 30, 2002
ASSETS
Applied DNA Pro Forma Pro Forma
ProHealth Sciences Adjustments Consolidated
----------- ----------- ----------- ------------
Current assets:
Cash and equivalents $ 135 $ -- $ 135
----------- ----------- ------------
Total current assets 135 -- 135
$ 135 $ -- $ 135
=========== =========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities:
Advances from Stockholders $ -- $ 10,612 $ 10,612
----------- ----------- ------------
Total current liabilities -- 10,612 10,612
Stockholders' equity:
1,100 (1)
Common stock 1,015 1,000 (1,000) (1) 2,115
Additional paid-in-capital 815,182 (815,182) (2) --
(100) (1)
(880) (2)
Deficiency in retained earnings (816,062) (11,612) 816,062 (2) (12,592)
------------ ----------- ------------
Total stockholders' equity (deficit) 135 (10,612) (10,477)
------------ ----------- ------------
$ 135 $ -- $ 135
============ =========== ============
See accompanying notes to the proforma unaudited consolidated financial
statements
F-15
APPLIED DNA SCIENCES, INC.
CONDENSED CONSOLIDATED PRO FORMA UNAUDITED STATEMENT OF LOSSES
FOR THE PERIOD SEPTEMBER 16, 2002 (DATE OF INCEPTION) THROUGH
SEPTEMBER 30, 2002
Applied DNA Pro Forma Pro Forma
ProHealth Sciences Adjustments Consolidated
------------ ------------ ------------- ------------
Operating expenses:
Selling, general and administrative $ 8,582 $ 11,612 880 (1) $ 21,174
------------ ------------ 100 (2) ------------
Operating expense 8,582 11,612 21,174
Net loss before taxes (8,582) (11,612) (21,174)
Provision for income taxes -- -- --
------------ ------------ ------------
Net loss $ (8,582) $ (11,612) $ (21,174)
============ ============ =============
Loss per common share $ (0.00) $ (0.11) $ (0.00)
(basic and assuming dilution) ============= ============ ============
Weighted average shares outstanding
Basic and diluted 2,830,572 100,000 13,830,572
See accompanying notes to proforma unaudited consolidated financial statements
F-16
APPLIED DNA SCIENCES, INC.
NOTES TO CONDENSED PRO FORMA UNAUDITED FINANCIAL STATEMENTS
Unaudited Pro Forma Condensed Financial Information
.
The Proforma Unaudited Condensed Financial Statements have been prepared in
order to present consolidated financial position and results of operations of
ProHealth and ADNAS as if the acquisition had occurred as of September 30, 2002
for the pro forma condensed balance sheet and to give effect to the acquisition
of ProHealth , as if the transaction had taken place at September 16, 2002 (date
of inception) for the pro forma condensed consolidated statement of losses for
the period September 16, 2002 (date of inception) through September 30, 2002
The following pro forma adjustments are incorporated into the pro forma
condensed consolidated balance sheet as of September 30, 2002 and the pro forma
condensed consolidated statement of losses for the period September 16, 2002
(date of inception) through September 30, 2002
(1) To record the issuance of 11,000,000 shares of ProHealth common stock in
exchange for 100,000 shares of issued and outstanding shares of ADNAS; the
cancellation of ADNAS shares and related cost of $100.
(2) To record the acquisition of ProHealth for stock. The significant components
of this transaction are:
Common stock retained by ProHealth shareholders $ 1,015
Assets acquired (135)
---------
Total consideration paid $ 880
=========
In accordance with SOP 98-5, the Company will expense as organization costs the
$ 880.
F-17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
APPLIED DNA SCIENCES, INCORPORATED
(FORMERLY PROHEALTH MEDICAL TECHNOLOGIES, INC.)
/s/ Lawrence C. Lee
-------------------------------------
Lawrence C. Lee
President and Chief Executive Officer