vaso8ka-sept42011.htm

0001201800-11-000102.txt : 20111114 0001201800-11-000102.hdr.sgml : 20111111 20111114074913 ACCESSION NUMBER: 0001201800-11-000102 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20110904 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111114 DATE AS OF CHANGE: 20111114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VASOMEDICAL INC CENTRAL INDEX KEY: 0000839087 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 112871434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-18105 FILM NUMBER: 111197785 BUSINESS ADDRESS: STREET 1: 180 LINDEN AVENUE CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5169974600 MAIL ADDRESS: STREET 1: 150 MOTOR PARKWAY STREET 2: SUITE 408 CITY: HAUPPAUGE STATE: NY ZIP: 11788 FORMER COMPANY: FORMER CONFORMED NAME: FUTURE MEDICAL PRODUCTS INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FUTURE MEDICAL PRODUCTS INC /NY/ DATE OF NAME CHANGE: 19920506 8-K/A 1 vaso8ka-sept42011.htm vaso8ka-sept42011.htm

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: September 4, 2011

(Date of earliest event reported)

VASOMEDICAL, INC.

(Exact name of registrant as specified in charter)

Delaware	0-18105	11-2871434
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)

180 Linden Avenue, Westbury, New York	11590
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (516) 997-4600

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement to communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This Current Report on Form 8-K/A amends the Current Report on Form 8-K of Vasomedical, Inc. (the “Company”) filed with the Securities and Exchange Commission on September 12, 2011 (the “Original Report”) related to the completion of the Company’s purchase of all the outstanding capital stock of privately held Fast Growth Enterprises Limited (“FGE”), a British Virgin Islands company that owns Life Enhancement Technology Limited and Biox Instruments Co. Ltd., pursuant to a Stock Purchase Agreement dated as of August 19, 2011. In response to parts (a) and (b) of Item 9.01of the Original Report, the Company stated that it would file the required financial statements of businesses acquired and pro forma financial information by amendment, as permitted by Items 9.01(a)(4) and (b)(2) of Form 8-K. This Form 8-K/A amends the Original Report to include the financial statements of businesses acquired and the pro forma financial information required by Items 9.01 (a)(1) and (b)(1) of Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired. The audited financial statements for the year ended December 31, 2010 and the unaudited financial statements for the six months ended June 30, 2011 of each of the businesses acquired are attached hereto as Exhibit 99.1 and incorporated herein by reference.

(b) Pro Forma Financial Information. The unaudited pro forma combined balance sheet as of August 31, 2011 and unaudited pro forma combined statements of operations for the three months ended August 31, 2011 and the twelve months ended May 31, 2011, in each case giving effect to the acquisition of FGE, is attached hereto as Exhibit 99.2 and incorporated herein by reference.

(d) Exhibits

Exhibit Number	Exhibit Title
99.1	Audited Financial Statements listed in Item 9.01(a).
99.2	Unaudited Pro Forma Financial Information listed in Item 9.01(b).

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.

VASOMEDICAL, INC.

By: /s/ Jun Ma

Jun Ma

President and Chief Executive Officer

Date: November 11, 2011

EX-99.1.1 2 vaso8ka-biox2010ex9911.htm BIOX AUDITED FINANCIALS 12/31/10 vaso8ka-biox2010ex9911.htm

WUXI TAIHU CERTIFIED PUBLIC ACCOUNTANTS CO.,LTD

No.155 Fuxing Road

Wuxi China,P.R

Tel:(0510)80211885 (0510)82491512

Fax:(0510)82491512 214001

Audit Report

BIOX INSTRUMENTS CO.,LTD：

We have audited the accompanying consolidated balance sheet of BIOX INSTRUMENTS CO., LTD, (the “Company”) at December 31, 2009 and 2010.

The management is responsible for the preparation and fair presentation of these financial statements in accordance with the Accounting Standards for Business Enterprises and China Accounting System for Business Enterprises. This responsibility includes: (i) designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; (ii) selecting and applying appropriate accounting policies; and (iii) making accounting estimates that are reasonable in the circumstances. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Auditing Standards of China. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free from material misstatement.

1．Basic summary of the Company

Registered Capital: RMB Five Hundred Thousand yuan

Paid-In Capital: RMB Five Hundred Thousand yuan

The company was invested by the natural persons of Shen Qiuming, Wu Qun and Zhang Zemin. Shen Qiuming invested RMB 200 thousand,40% of the registered capital; Wu Qun invested RMB 200 thousand,40% of the registered capital; Zhang Zemin invested RMB 100 thousand,20% of the registered capital.

Date of Establishment: May 24,1996

Registration No.: 320211000072852

Residence: Room A of the fourth floor No. 45-1,Liangxi Road, Wuxi

Legal Representative: Shen Qiuming

Scope of Business:

·	Licensed operation items:

o	Medical equipment production

o	Class II 6821 medical electronic instrumentation

o	Medical equipment sales in accordance with the items listed in medical equipment operating enterprise’s permit

·	General operation items:

o	Development and technical advisory services of instruments, automated control equipment, office automation equipment and computer hardware/software

o	Sales of self-produced products

o	Sales and service of computers and accessories, office automation equipment, and electrical parts and components

o	Production, sales, and service of instruments, automation and automatic control equipment

o	Service of medical equipment

o	Import and export of self-produced and represented products and technology, except products and technology restricted or prohibited by the laws.

2. Opinion.

Unit：RMB

Project	Jan.1,2009		Dec.31,2009		Dec.31,2010
Total Assets		1,784,775.98		3,510,315.85		3,768,612.25
Total Liabilities		102,102.69		1,208,299.65		1,752,571.25
Total Owner's Equity		1,682,673.29		2,302,016.20		2,016,041.00

3. Others

(i) The beginning balance of consolidated balance sheet of 2009 was not audited.

(ii) Confirmation of the company's tax related items by the relevant tax authority shall be final.

(iii) The consolidated balance sheet of the company included assets out of accounts.

(iv) The consequences caused by the client or other third party’s improper use of this report is independent of the auditors and accounting firm.

Attachment:

1. Financial Statements of the Year 2010 of BIOX INSTRUMENTS CO., LTD,

Wuxi Taihu Certified Public ACCOUNTANTS CO.,LTD

No.155 Fuxing Road,Wuxi China,P.R.

Jan.30,2011

BIOX INSTRUMENTS CO., LTD.

BALANCE SHEET

12/31/2010 As Of Dec.31,2010 (FORM AFI-01)
	MONETARY UNIT:RMB￥
ASSETS	Dec. 31, 2009	Dec. 31, 2010
CURRENT ASSETS:
Cash	2,415,537.71	1,287,377.63
Short-term investments
Notes receivable
Dividends receivable
Interest receivable
Accounts receivable	299,254.04	515,835.45
Other receivables	77,806.26	515,945.21
Advanced to suppliers	75,620.65	117,769.90
cover cost
Subsidy receivable
tax refunds on export receivables
Inventories	530,606.78	1,202,502.49
inventory of raw materials on hand
merchandise inventory
Prepaid expenses
Long-term debt investment within one year
Other current assets
TOTAL CURRENT ASSETS	3,398,825.44	3,639,430.68

LONG-TERM INVESTMENTS
Long-term equity investments
Long-term debt investments
Equity investment difference
TOTAL LONG-TERM INVESTMENTS	-	-
FIXED ASSETS:
Fixed assets original cost	322,603.64	390,301.31
Less:Accumulated depreciation	211,113.23	261,119.74
Fixed assets--net value	111,490.41	129,181.57
Less:Fixed assets impairment provision	-	-
Fixed assets--net book value	111,490.41	129,181.57
Construction supplies
Construction in process
Fixed assets pending disposal


TOTAL FIXED ASSETS	111,490.41	129,181.57
INTANGIBLE ASSETS AND OTHERS
Intangible assets
Long-term prepaid assets
Other long-term assets
Including:Exchange loss to be written off

TOTAL INTANGIBLE &. OTHER ASSETS	-	-
Deferred taxes
Deferred tax debits
TOTAL ASSETS	3,510,315.85	3,768,612.25

BALANCE SHEET
12/31/2010 As Of Dec.31,2010
			(FORM AFI-01)
	MONETARY UNIT:RMB￥
LIABILITIES AND OWNERS' EQUITY
CURRENT LIABILITIES
Short-term loans
Notes payable
Accounts payable		280.00		5,614.00
Accounts advanced from customers		907,425.00		1,202,340.00
Accrued payroll
Welfare benefits payable
Including :Staff and worker's bonus and welfare
Dividends payable
interest payable
Taxes payable		215,889.06		480,597.91
Other levies payable		8,647.08		19,342.92
Other payables		76,058.51		44,676.42
Accrued expenses
Provisions for foreseeable liabilities
Deferred revenue
Long-term liabilities maturing within one year
Other current liabilities
TOTAL CURRENT LIABILITIES		1,208,299.65		1,752,571.25
LONG-TERM LIABILITIES
Long-term loans
Debentures payable
Payables due after one year
Government grants payables
Other long -term payables
Including:Exchange loss to be charged
TOTAL LONG-TERM LIABILITIES		-		-
Deferred taxes
Deferred taxes credits
TOTAL LIABILITIES		1,208,299.65		1,752,571.25
Minority interest
OWNERS' EQUITY
Registered capital		500,000.00		500,000.00
		500,000.00		500,000.00

Less:Returned investment
Registered capital--net book value		500,000.00		500,000.00
Capital surplus
Surplus reserve		-		-
Including:statutory accumulation reserve
statutory welfare reserve
discretionary accumulation
Reserved funds
Enterprise expension funds
Profits capitalised on return of investments
Uncertained investment loss
Undistributed profits		1,802,016.20		1,516,041.00
currency exchange difference
TOTAL OWNERS' EQUITY		2,302,016.20		2,016,041.00
TOTAL LIABILITIES &.OWNERS' EQUITY		3,510,315.85		3,768,612.25


BIOX INSTRUMENTS CO., LTD. INCOME AND PROFIT APPROPRIATION STATEMENT
2010 For the period ended 2010
		FORM AFI-02
	December 31, 2009	MONETARY UNIT:RMB￥ December 31, 2010

SALES OF MAIN OPERATIONS	5,700,611.97		6,761,956.32
Includes: Export sales
Less:cost of main operations	1,397,682.97		1,819,628.41
Includes: Cost of export sales
Sales tax and additions	87,456.48		97,343.52
GROSS PROFIT	4,215,472.52		4,844,984.39
Add: Income from other operations
Less: Selling expenses	1,443,331.68		2,179,447.37
General and administrative expenses	1,268,384.73		1,361,050.44
Entertainment expenses
Research and development expenses
Financial expenses	3,593.22		-25,718.83
Interest expense
Interest income
Exchange loss(less exchange gain)
OPERATING INCOME	1,500,162.89		1,330,205.41
Investment income(loss expressed with )
Futures income(loss expressed with)
Subsidiary revenue
Non-operating income	368,810.54		440,486.35
Less:Non-operating expenses	33,777.88		59,769.10
Donations Contributed
INCOME BEFORE TAX (LOSS EXPRESSED WITH "-")	1,835,195.55		1,710,922.66
Less: Income tax	74,988.33		85,302.06
Minority interest
Uncertained investment loss
NET INCOME (LOSS EXPRESSED WITH "-")	1,760,207.22		1,625,620.60
SUPPLEMENT INFORMATION
1 Profits from sale, disposal of a business
2 Loss due to natural disaster
3.Increase/(decrease) in total profit/(loss)
4.Increase/(decrease) in total profit/(loss)
5.Losses from debt restructuring
6.Other


BIOX INSTRUMENTS CO., LTD. INCOME AND PROFIT APPROPRIATION STATEMENT
2010 For the period ended 2010
		FORM AFI-02

		MONETARY UNIT:RMB￥

NET INCOME (LOSS EXPRESSED WITH "-")	1,760,207.22		1,625,620.60
Add:Undistributed profits at beginning of year	1,182,673.29		1,802,016.20
Other turned in	-30,864.31		353,674.78
PROFIT AVAILABLE FOR DISTRIBUTION	2,912,016.20		3,781,311.58
Less: Statutory accumulation reserve
Statutory accumulation reserve
Staff and workers' bonus and welfare
Reserve fund
Enterprise expansion fund
Profits capitalized on return of investment
PROFIT AVAILABLE FOR DISTRIBUTION TO INVESTORS	2,912,016.20		3,781,311.58
Preferred dividends payable
Discretionary accumulation reserve
Common dividends payable	1,110,000.00		2,265,270.58
Chinese dividends payable	1,110,000.00		2,265,270.58
Foreign dividends payable
Common dividends turn to capital
Chinese dividends turn capital
Foreign dividends turn capital
UNDISTRIBUTED PROFIT	1,802,016.20		1,516,041.00

BIOX INSTRUMENTS CO., LTD. CASH FLOW STATEMENT
2010 For the period ended 2010
	03
	From AFJ-03

	MONETARY UNIT:RMB￥

CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from sale of goods or rendering of services		7,820,458.73
Refund of tax and levies		312,713.86
Other cash received relating to operating activities		59,525.40
Sub-total of cash inflows		8,192,697.99
Cash paid for goods and services		2,006,812.28
Cash paid to and on behalf of employees		1,894,952.60
Payments of all types of taxes		883,215.35
Other cash paid relating to operating activites		2,182,786.59
Sub-total of cash outflows		6,967,766.82
Net cash flows from operating activities		1,224,931.17
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received from disposal of investments
Cash received from returns on investments
Net cash received from disposal of fixed assets ,intangible assets and other long-term assets
Other cash received relating to investing activities
Sub-total of cash inflows		-
Cash paid to acquire fixed assets,intangible assets and other long-term assets		67,697.67
Cash paid to acquire investments
Other cash payments relating to investing activities
Sub-total of cash outflows		67,697.67
Net cash flows from investing activities		-67,697.67
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash received from capital contribution
Cash reveived from borrowings
Other cash received relating to financing activities
Sub-total of cash inflows		-
Cash repayments of amounts borrowed
Cash payments for interest expenses, distribution of dividends or profit		2,265,270.58
Other cash payments relating to financing activities
Sub-total of cash outflows		2,265,270.58
Net cash flows from financing activities		-2,265,270.58
EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH		-20,123.00
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS		-1,128,160.08

CASH FLOW STATEMENT
2010 For the period ended 2010
				03
				From AFJ-03

				MONETARY UNIT:RMB￥


Reconciliation of net profit /(loss) to cash flows from operating activities
Net profit				1,619,930.20
Add: Provision for asset impairment
Depreciation of fixed assets				50,006.51
Amortization of intangible assets
Amortization of long-term prepaid expenses
Decrease in prepaid expenses (deduct:increase)				-
Increase in accrued expenses (deduct:decrease)
Losses on disposal of fixed assets, intangible assets and other long-term assets (deduct:gain)
Losses on disposal of fixed assets
Financial expenses
Losses arising from investments (deduct:gains)
Deferred tax credit(deduct:debit)
Decrease in inventories(deduct:increase)				-671,895.71
Decrease in operating receivable(deduct:increase)				-422,970.76
Increase in operating payables(deduct:decrease)				373,152.28
Others				276,708.65
Net cash flows from operating activities				1,224,931.17
Investing and financing activities that do not involve cash receipts and payments
Conversion of debt into capital
Reclassification of convertible bonds expiring within one year as current liability
Fixed assets acquired under finance leases
Others

Net increase /(decrease)in cash and cash equivalents
Cash at end of year				1,287,377.63
Less: cash at beginning of year				2,415,537.71
Plus: Cash equivalents at end of year
Less: Cash equivalents at beginning of year
Net increase/(decrease)in cash and cash equivalents				-1,128,160.08

EX-99.1.2 3 vaso8ka-pjm2010ex9912.htm PJM AUDITED FINANCIALS 12/31/10 vaso8ka-pjlet2010ex9912.htm

PEACE JOY MANAGEMENT LIMITED

REPORTS AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

PEACE JOY MANAGEMENT LIMITED

REPORTS AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

CONTENTS

	PAGE(S)



DIRECTOR'S REPORT	1-2

INDEPENDENT AUDITOR'S REPORT	3 - 4

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	5

CONSOLIDATED STATEMENT OF FINANCIAL POSITION	6

STATEMENT OF FINANCIAL POSITION	7

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	8

CONSOLIDATED STATEMENT OF CASH FLOWS	9

NOTES TO THE FINANCIAL STATEMENTS	10 -21

PEACE JOY MANAGEMENT LIMITED

DIRECTOR'S REPORT

The director has pleasure in presenting his report with the audited financial statements of the

Company and its subsidiary (collectively the "Group") for the year ended 31 December 2010.

PRINCIPAL ACTIVITY

The Group continues to engage in the manufacturing of medical devices.

RESULTS AND APPROPRIATIONS

The results of the Group for the year ended 31 December 2010 are set out in the consolidated

statement of comprehensive income on page 5 to the financial statements. The director does not

recommend the payment of any dividend.

FIXED ASSETS

Details of movements in the plant and equipment during the year are shown in note 12 to the

financial statements.

SHARE CAPITAL

Details of the share capital of the Company are set out in note 17 to the financial statements.

DIRECTOR

The sole director of the Company during the year and up to the date of this report was:

LI Xichang

The sole director should continue in office.

The Company did not enter into any agreement, other than the contracts of service with the

director, whereby any individual, firm or body corporate undertakes the management and

administration of the whole, or any substantial part of any business of the Company.

PEACE JOY MANAGEMENT LIMITED

DIRECTOR'S REPORT

DIRECTOR'S SHARE AND DEBENTURE OPTIONS

At no time during the year was the Company or its subsidiary a party to any arrangements to

enable the director of the Company to acquire benefits by means of the acquisition of shares in,

or debentures of, the Company or any other body corporate.

DIRECTOR'S INTERESTS IN CONTRACTS

Other than as disclosed in note 20 to the financial statements concerning related party

transactions, there has been no contract of significance to which the Company or its subsidiary

was a party and in which a director of the Company had a material interest, whether directly or

indirectly, at the end of the year or at any time during the year.

AUDITOR

The financial statements have been audited by G Tong & Co., Certified Public Accountants.

On behalf of the Board

/s/ Li Xichang

SOLE DIRECTOR

9 March 2011

G TONG & CO.

Certified Public Accountants

Management Consultants

Unit 1411 14/F. LippoSun Plaza.

2B Cantor Road. Tsim Sha Tsui,

Kowloon, Hong Kong

Ter : (852) 2420 4006

Fax : (852) 2892 1856

E-mail : holistic@gtongcpa.com.hk

INDEPENDENT AUDITOR'S REPORT

TO THE SHAREHOLDERS OF PEACE JOY MANAGEMENT LIMITED

(Incorporated in the British Virgin Islands with limited liability)

We have audited the consolidated financial statements of PEACE JOY MANAGEMENT

LIMITED (the "Company") and its subsidiary (together the "Group") set out on pages 5 to 21,

which comprise the consolidated and company statements of financial position as at 31

December 2010, and the consolidated statement of comprehensive income, the consolidated

statement of changes in equity and the consolidated statement of cash flows for the year then

ended, and a summary of significant accounting policies and other explanatory notes.

Director's responsibility for the financial statements

The director of the Company is responsible for the preparation of consolidated financial

statements that give a true and fair view in accordance with the Hong Kong Financial Reporting

Standard for Private Entities issued by the Hong Kong Institute of Certified Public Accountants,

and for such internal control as the director determines is necessary to enable the preparation of

the consolidated financial statements that are free from material misstatement, whether due to

fraud or error,

Auditor's responsibility

Our responsibility is to express ati opinion on these consolidated financial statements based on

our audit and to report our opinion solely to you, as a body, in the coming general meeting of the

Company, and for no other purpose. We do not assume responsibility towards or accept

liability to any other person for the contents of this report. We conducted our audit in

accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of

Certified Public Accountants. Those standards require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about whether the

consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the consolidated financial statements. The procedures selected depend on the

auditor's judgment, including the assessment of the risks of material misstatement of the

consolidated financial statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal control relevant to the entity's preparation of the

consolidated financial statements that give a true and fair view in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the entity's internal control. An audit also includes evaluating

the appropriateness of accounting policies used and the reasonableness of accounting estimates

made by the director, as well as evaluating the overall presentation of the consolidated financial

statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our audit opinion.

G TONG & CO.

Certified Public Accountants

Managefnent Consultants

Unit 1411,14/F, Lippo Sun Plaza

28 Canton Road. Tsim Sha Tsui.

Kowloon Hong Kong

Tel: (852) 2420 4006

Fax: (852] 2892 1856

E-mail: holistic@gtongcpa.com.hk

INDEPENDENT AUDITOR'S REPORT

TO THE SHAREHOLDERS OF PEACE JOY MANAGEMENT LIMITED

(Incorporated in the British Virgin Islands with limited liability)

Opinion

In our opinion, the consolidated financial statements give a true and fair view of the state of

affairs of the Company and of the Group as at 31 December 2010 and of the Group's profit and

cash flows for the year then ended in accordance with the Hong Kong Financial Reporting

Standard for Private Entities.

/s/
G TONG & CO.

Certified Public Accountant

Hong Kong, 9 March 2011

PEACE JOY MANAGEMENT LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2010


	NOTES		2010 US$			2009 US$
Revenue		4		572,S36			925,380
Cost of sales				(299,068	)		(424,660	)
Gross profit				273,768			500,720
Other income		5		180			168
Distribution costs				(10,135	)		(22.653	)
Administrative expenses				(98,499	)		(89.246	)
Other expenses				(35,992	)		(32,987	)
Finance costs		6		(12,479	)		(22,849	)
Profit before tax		7		116,843			333,153
Income tax expense		8		.			.
PROFIT FOR THE YEAR				116,843			333,153
Other comprehensive income				·			.
TOTAL COMPREHENSIVE INCOME FOR THE YEAR				116,843			333,153
Profit for the year and total comprehensive income attributable to owners of the Group				116,843			333,153

The accompanying notes form an integral part of these financial statements.

PEACE JOY MANAGEMENT LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2010


	NOTES		2010 US$		2009 US$
ASSETS
Current Assets
Trade receivables				192,649		213,306
Other receivables and deposits				31,870		6,873
Amounts due from related companies		10		60,885		1,933
Inventories		11		261,992		247.930
Bank balances and cash				130,403		70,661
Non-Current Assets
Plant and equipment		12		9,832		12,385
Total Assets				687,631		553,088
LIABILITIES AND EQUITY
Current Liabilities
Trade payables				230,539		104,338
Other payables and accrued charges				30,912		32,629
Amount due to a related company		14		-		74,208
Amount due to director		15		146,965		146,954
Loans		16		315,683		348,270
				724,099		706,399

Equity
Share capital		17		3,000		3,000
Reserves		18		(39,468)		(156,311)
				(36,468)		(153,311)
Total Liabilities and Equity				687,631		553,088

The financial statements on pages 5 to 21 were approved by the Board of Director on 9 March 2011 and are signed on its behalf by:

/s/ Li Xichang

SOLE DIRECTOR

The accompanying notes form an integral part of these financial statements.

PEACE JOY MANAGEMENT LIMITED

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2010


	NOTES		2010 US$		2009 US$
ASSETS
Current Assets
Trade receivables				192,649		200.529
Other receivables and deposits				23,002
Amount due from a related company		10		53,300		1,933
Bank balances and cash				817		4.243
				269,768		206,705
Non-Current Assets
Interests in subsidiary		13		133,000		133,000
Total Assets				402,768		339,705

LIABILITIES AND EQUITY
Current Liabilities
Trade payables				175,000		65,698
Other payables and accrued charges				5,128		13,145
Amount due to a related company		14		-		74,208
Amount due to director		15		147,000		147,000
				327,128		300,051

Equity		17		3.000		3,000
Share capital		18		72,640		36.654
Reserves				75,640		39,654


Total Liabilities and Equity				402,768		339,705

The financial statements on pages 5 to 21 were approved by the Board of Director on 9 March 2011 and are signed on its behalf by:

/s/ Li Xichang

SOLE DIRECTOR

The accompanying notes form an integral part of these financial statements.

PEACE JOY MANAGEMENT LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2010



	Share capital	Accumulated losses		Total
	US$	US$		US$
At 31 December 2009	3,000	(156,311	)	(153,311	)
Profit for the year	-	116,843		116.843
At 31 December 2010	3,000	(39,468	)	(36,468	)

The accompanying notes form an integral part of these financial statements.

PEACE JOY MANAGEMENT LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2010


		2010		2009
		US$		US$
Cash inflows from operating activities
Profit before taxation		116,843		333,153
Depreciation		5,003		12,477
Interest income	(180)			(168	)
Operating profit before working capital changes		121,666		345,462
Decrease (increase) in trade receivables		20,657		(175,597	)
(Increase) decrease In other receivables and deposits		(24,997	)	237,617
(Decrease) increase in amounts due from related companies		(58,952	)	69,494
(Increase) decrease in inventories		(14,062	)	81J14
Increase (decrease) in trade payables		126,201		(162,142	)
Increase (decrease) in other payables and accrued charges		(1,717	)	(211,712	)
Decrease in amount due to a related company		(74,208	)	(25,524	)
Increase in amount due to director		11		66
Net cash generated from operating activities		94,599		158,778
Cash flows from investing activities
Purchase of equipment		(2,450	)	(700	)
Net cash used in investing activities		(2,450	)	(700	)
Cash flows from financing activities
Interest received	180			168
Repayment of loan principal		(122,646	)	(161,150	)
New loan principal raised		75,850		-
Increase in loans interest accrual		14,209		22,849
Net cash used in financing activities		(32,407)		(138,133	)
Increase in cash and cash equivalents		59,742		19,945
Cash and cash equivalents at beginning of the year		70,661		50,716
Cash and cash equivalents at end of the year
Represented by bank balances and cash		130,403		70,661

The accompanying notes form an integral part of these financial statements.

PEACE JOY MANAGEMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

1. GENERAL

The Company is a private limited company incorporated in the British Virgin Islands. Its

registered office is locatcd at Akara Building, 24 De Castro Street, Wickhanis Cay I, Road

Town, Tortola, British Virgin Islands

The Group continues to engage in the manufacturing of medical devices.

The consolidated financial statements are presented in United States Dollars ("US$"), the

functional currency of the Group.

2. ADOPTION OF NEW HONG KONG FINANCIAL REPORTING STANDARD FOR PRIVATE ENTITIES

In the current year, the Group has taken the option to apply, for the first time, a number of

the new Hong Kong Financial Reporting Standard for Private Entities ("HKFRS - Private

Entities"), issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA").

The Group does not produce financial staternents available for public use.

The adoption of the new HKFRS - Private Entities has not resulted in a material change to

the accounting policies and also has no material effect on how the results for the current or

prior accounting periods are prepared. Accordingly, no prior year adjustment has been

required.

The HKICPA has also issued the following standards and interpretations that are not yet

effective, which the Company has considered these options but does not expect they will

have a material effect on how the results of operations and financial position of the

Company and the Group are prepared and present.

HKFRSs (Amendments)	Improvements to HKFRSs 2010	Effective for accounting periods beginning on or after 1 July 2010 or 1 January 2011

HK (IFRJC)-INT 17	Classification of Rights Issues	February 2010
HK (IFR1C)-INT I9	Extinguishing Financial Liabilities with Equity Instruments	1 July 2010
HKAS 24 (Revised)	Related Party Disclosure	1 January 2011
HKAS 12 (Amendments)	Income Taxes	1 January 2012
HKFRS 9	Financial Instruments	1 January 2013

PEACE JOY MANAGEMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

3. SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

The financial statements have been prepared under the historical cost convention and in

accordance with HKFRS - Private Entities issued by HKICPA and accounting principles

generally accepted in Hong Kong.

At the reporting date, the Group has a net current liahilities of US$46,300 (2009:

US$165,696) and net liabilities of US$36,468 (2009: US$153,311). However, the

Company's director has strong confidence to obtain adequate financial supports to enable

the Group to meet its liabilities as and when they fall due so that the Group can continue its

business in the foreseeable future. Consequently, the director has prepared the financial

statements of the Group on a going concern basis.

The principal accounting policies adopted are set out below.

Consolidation

These consolidated financial statements incorporate the financial statements of the

Company and its subsidiary. A subsidiary is an entity (including special purpose entity)

over which the Group has the power to govern the financial and operating policies so as to

obtain benefits from its activities, generally but not necessarily accompanying a

shareholding of more than half of the voting power. The subsidiary is fully consolidated

from the date on which control is transferred to the Group and is de-consolidated from the

date that control ceases.

All intra-group transactions, balances, income and expenses are eliminated on

consolidation. Accounting policies of the subsidiary have been changed where necessary

to ensure consistency with the policies adopted by the Group. There is no difference in

the reporting date of the financial statements of the Company and its subsidiary used in the

preparation of the consolidated financial statements.

In the statement of financial position of the Company, investment in subsidiary is stated at

cost less provision for impairment loss. The results of the subsidiary are accounted by the

Company on the basis of dividend received and receivable.

Revenue recognition

Revenue during the year represents sales of goods, which are recognized when goods are

delivered and title has been passed.

Interest income is recognized as it accrues using the effective interest method.

PEACE JOY MANAGEMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

3. SIGNIFICANT ACCOUNTING POLICIES - cont'd

Plant and equipment

Items of plant and equipment are measured at cost less accumulated depreciation and any

accumulated impairment losses.

Depreciation is charged so as to allocate the cost of assets less their residue values (10% of

cost) over their estimated useful lives, using the straight-line method. The following

annual rates are used for the depreciation of plant and equipment.

Machinery	18%
Furniture and equipment	18%
Motor vehicles	18%

If there is an indication that has been a significant change in the depreciation rate, useful

life or residual value of an asset, the depreciation of that asset is revised prospectively to

reflect the new expectations.

An asset's carrying amount is written down immediately to its recoverable amount if the

asset's carrying amount is greater than its estimated recoverable amount.

The gain or loss arising from the disposal or retirement of an asset is determined as the

difference between the sale proceeds and the carrying amount of the asset and is recognized

in the profit or loss.

Impairmeat of non-financial assets, other than inventories

At each reporting date, the Group reviews the carrying amounts of plant and equipment to

determine whether there is any indication that those assets have suffered an impairment

loss. If there is an indication of possible impairment, the recoverable amount of any

affectcd asset (or group of related assets) is estimated and compared with its carrying

amount. If an estimated recovered amount, and an impairment loss is recognized

immediately in profit and loss.

If an impairment loss subsequently reverses, the carrying amount of the asset (or group of

related assets) is increased to the revised estimate of its recoverable amount, but not in

excess of the amount that would have been determined had no impairment loss been

recognized for the asset (group of related assets) in prior year. A reversal of an

impairment loss is recognized immediately in profit or loss.

PEACE JOY MANAGEMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAH ENDED 31 DECEMBER 2010

3. SIGNIFICANT ACCOUNTING POLICIES - cont'd

Borrowings

Borrowings are recognized initially at the transaction price and arc subsequently stated at

amortised cost. Borrowings are classified as current liabilities unless the Group has an

unconditional right to defer settlement of the liabilities for at least twelve months after the

reporting date.

Interest expense is recognized on the basis of the effective interest method and is included

in finance cost.

Trade receivables

Trade receivables are recognized initially at the transaction price. They are subsequently

measured at amortised cost using the effective interest method less provision for

impairment. A provision for impairment of trade receivables is established when there is

objective evidence that the Group will not be able to collect all amounts due according to

the original terms of receivables.

Inventories

Inventories are stated at the lower of cost and selling price less costs to complete and sell.

Cost is calculated using the average cost method. The cost of finished goods and work in

progress is comprised of packaging costs, raw materials, direct labour, other direct costs and

related production overheads (based on normal operating capacity). At each reporting date,

inventories are assessed for impairment and the carrying amount is reduced to its selling

price less cost to complete and sell with the impairment loss recognized immediately in

profit and loss.

Operating lease

Rental payable under operating lease is charged to profit and loss on a straight-line basis

over the term of the relevant lease.

Trade payables

Trade payables are recognized initially at the transaction price and subsequently measured

at amortised cost using the effective interest method.

Foreign currencies translation

The financial statements are presented in United State Dollars, which is the functional and

presentation currency of the Group.

Foreign currency transactions are translated into the functional currency using the exchange

rates prevailing at the dates of the transactions. Foreign exchange gains and losses

resulting from the settlement of such transactions and from the translation of monetary

assets and liabilities denominated in foreign currencies at the exchange rates prevailing at the

reporting sheet date are recognized in the profit and loss account.

PEACE JOY MANAGEMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

3. SIGNIFICANT ACCOUNTING POLICIES -cont'd

Related parties

For the purpose of these financial statements, related party includes a person and entity as

defined below;

(a) A person or a close member of that person's family is related to the Company if that

person:

(i)	is a member of the key management personnel of the Company or of a parent of the Company;

(ii)	has control over the Company; or
(iii)	has joint control or significant influence over the reporting entity or has significant voting power in it.

(b) An entity is related to the Company if any of the following conditions applies:

(i)	the entity and the Company are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).
(ii)	either entity is an associate or joint venture of other entity (or a member of a group of which the other entity is a member).
(iii)	both entities are joint ventures of a third entity.
(iv)	either entity is a joint venture of a third entity and the other entity is an associate of the third entity.
(v)	the entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity related to the Company. If the reporting entity is itself such a plan, the sponsoring employers are also related to the plan.
(vi)	the entity is controlled or jointly controlled by a person identified in (a).
(vii)	a person identified in (a) has significant voting power in the entity.

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs

from profit as reported in the statement of comprehensive income because of items of

income or expense that are taxable and deductible in other years and items that are never

taxable or deductible. The Group's liability for current tax is calculated using tax rates

that have been enacted or substantively enacted by the end of the reporting period.

PEACE JOY MANAGEMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

3. SIGNIFICANT ACCOUNTING POLICIES - cont'd

Taxation - cont'd

Deferred tax is recognized on temporary differences between the carrying amount of assets

and liabilities in the financial statements and the corresponding tax bases used in the

computation of taxable profit. Deferred tax liabilities are generally recognized for all

taxable temporary differences that are expected to increase taxable profit in the future.

Deferred tax assets are recognized to the extent that it is probable that taxable profits will

be available against which deductible temporary differences can be utilized. Such

deferred assets and liabilities are not recognized if the temporary difference arises from

goodwill or from the initial recognition (other than in a business combination) of other

assets and liabilities in a transaction that affects neither the taxable profit nor the

accounting profit.

The carrying amount of deferred tax assets is reviewed at the reporting date and reduced to

the extent that it is no longer probable that sufficient taxable profits will be available to

allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the rates that are expected to apply in the

period when the liability is settled or the asset is realized, based on tax rates (and tax laws)

that have been enacted or substantively enacted at the reporting date. The measurement of

deferred tax liabilities and assets reflects the tax consequences that would follow from the

manner in which the Group expects, at the reporting date, to recover or settle the carrying

amount of its assets and liabilities. However, the measured at fair value does not exceed

the amount of tax that would be payable on its sale to an unrelated market participant at fair

value at the reporting date. Deferred tax is recognized in profit or loss, expect when it

relates to items that are recognized in other comprehensive income or directly in equity, in

which case the deferred tax is also recognized in other comprehensive income or directly in

equity respectively.

Cash equivalents

Cash equivalents represent short-term, highly liquid investments which are readily

convertible into known amounts of cash and which were within three months of maturity

when acquired, less advances from banks repayable within three months from the date of

the advance.

Employee benefit obligations

Salaries, wages, bonuses, paid leave, contributions to defined contribution retirement plans

and the cost of non-monetary benefits are accrued in the year in which the associated

services are rendered by employees. Where payment or settlement is deferred and the

effect would be material, these amounts are stated at their present values.

PEACE JOY MANAGEMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

4. REVENUE

Revenue, which is also the Group's turnover, represents the net invoiced value of goods

sold during the year.

5. OTHER INCOME

	2010	2009
	US$	US$
Bank interest income	180	168

6. FINANCE COSTS

	2010	2009
	US$	US$
Interest on loans wholly repayable within five years	12,479	22,849

7. PROFIT BEFORE TAX

	2010		2009
	US$		US$
Profit from continuing operations before taxation
has been arrived at after charging (crediting) :

Audit fee		2,564		2,564
Depreciation		5,003		12,477
Director's remuneration		16,997		10,987
Exchange differences		9,031		(5,689	)
Operating lease rentals for factory premise		13,654		10,632
Staff costs (excluded director's remuneration)		73,216		49,442

Staff costs above include social insurance contribution in the People's Republic of China amounted to US$ 11,456 (2009: US$8,569).

PEACE JOY MANAGEMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

8. INCOME TAX EXPENSE

No provision for income tax has been made in the financial statements as neither the

Company nor its subsidiary has assessable profit.

At the reporting date, insignificant deferred tax has not been provided in the financial

statements.

9. NET PROFIT FOR THE YEAR

Of the consolidated profit of US$ 116,843 (2009: US$333,153) a net profit of

US$35,986 (2009: US$142,799) has been recognized within the financial statements of the

Company,

10. AMOUNTS DUE FROM RELATED COMPANIES


	Maximum outstanding balance during the year		Balance at 31.12.2010		Balance at 31.12.2009
	US$		US$		US$
The Group
Fast Growth Enterprise Limited		53,300		53,300		1,933
Other		7,585		7,585		-
				60,885		1,933
The Company
Fast Growth Enterprise Limited		53,300		53,300		1,933

The amounts due from related companies are interest-free, unsecured and have no fixed terms of repayment. The Company’s director is a director and shareholder of the above related companies.

PEACE JOY MANAGEMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

13. INVENTORIES

	2010	2009
	USS	USS
The Group
Raw materials	120,362	110,561
Work-in-progress	88,918	70,882
Finished goods	52,712	66,487
	261,992	247,930

12, PLANT AND EQUIPMENT


	Furniture & Equipment	Machinery	Motor Vehicles	Total
The Group	US$	US$	US$	US$
Cost
At 1.1.2010	27,723	19,660	21,294	68,677
Additions	2,031	419	-	2,450
At 31.12.2010	29,754	20,079	21,294	71,127
Accumulated Depreciation
At 1.1.2010	22,944	12,179	21,169	56,292
Charge for The year	2,005	2,873	125	5,003
At 31.12.2010	24,949	15,052	21,294	61,295

Carrying Amount
At 31.12.2010	4,805	5,027	-	9,832

At 31,12,2009	4,779	7,481	125	12,385

13. INTERESTS IN SUBSIDIARY

	2010		2009
	US$		US$

Contributed capital		120,000		120,000
Amount due from subsidiary		13,000		13,000

		133,000		133,000

PEACE JOY MANAGEMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

13. INTERESTS IN SUBSIDIARY - cont'd

Particulars of the subsidiary dircctly held by the Company at the reporting date.

Name		Country of Incorporation		Paid-up registered Capital		Percentage holding		Principal Activity
Life Enhancement Technology Limited		People’s Republic of China		US$120,000		100%		Manufacturing of medical device

Amount due from subsidiary is unsecured, interest free and has no fixed term of repayment.

14. AMOUNT DUE TO A RELATED COMPANY

Amount due to Nature Way Technology Limited was unsecured, interest free and had been

fully repaid during the year. The Company's director is a director and shareholder of

Nature Way Technology Limited.

15. AMOUNT DUE TO DIRECTOR

Amount due to director is unsecured, interest free and has no fixed term of repayment.

16. LOANS

	2010		2009
	US$		US$
Loans
Principals		258,858		305,654
Interest accruals		56,825		42,616
		315,683		348.270

The loan raised by the subsidiary in previous years is unsecured, interest-bearing at the

bank lending rate and repayable within one year. During the current reporting period, the

subsidiary has also obtained another unsecured loan, interest-bearing at 3.65% per annum

and repayable within one year. According to the Company's director, concerned parties

are not related parties to the Group.

PEACE JOY MANAGEMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

17. SHARE CAPITAL

	2010	2009
	US$	US$
Authorized
50,000 shares of US$1 each	50.000	50,000

Issued and fully paid
3,000 shares of US$1 each	3,000	3,000

18. RESERVES

	Retained Earnings (Accumulated Losses) US$


The Group
At 31 December 2009		(156,311	)
Profit for the year		116,843

At 31 December 2010		(39,468	)

The Company
At 31 December 2009		36,654
Profit for the year		35,986

At 31 December 2010		72,640

19. OPERATING LEASE COMMITMENTS

At the reporting date, the Group had commitments payable regarding the total of future

minimum lease payments under non-cancellable operating leases with respect to rented factory

premises as follows:

	2010	2009
	US$	US$

Within one year	14,970	3,544
Later than one year but within five years	18,712	-

	33,682	3,544

PEACE JOY MANAGEMENT LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2010

20. RELATED PARTY TRANSACTIONS

Details of significant related party transactions during the year as at the reporting date are as

follows:


	2010	2009
	US$	US$

Amount due from;
Fast Growth Enterprise Limited	53,300	1,933
Other	7.585	-

Amount due to:
Nature Way Technology Limited	-	74.208
LI Xichang	146,965	146,954

Li Xichang is the Company's director, who is also director and shareholder of the above

related companies. All the above concerned amounts are unsecured, interest free and have

no fixed terms of repayment.

The Company's director is of the opinion that the above transactions have been entered into

on normal commercial terms.

The remuneration of the Company's director set out in note 7 to the financial statements

will be reviewed in the coming general meeting of the Company.

21. FAIR VALUE

The Company's director considers that the carrying amounts of the financial instruments

approximate their fair values at the reporting date.

EX-99.1.3 4 vaso8ka-biox2011ex9913.htm BIOX UNAUDITED FINANCIALS 6/30/11 vaso8ka-biox2011ex9913.htm

BIOX INSTRUMENTS CO.,LTD
PROFIT AND LOSS STATEMENT
FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010

ITEMS	LINE		2011.1~2011.6 RMB			2010.1~2010.6 RMB
Sales		1		4,236,574.53			3,515,004.45
Including: Export sales		2
Less: Sales discounts and allowances		3
Net sales		4		4,236,574.53			3,515,004.45
Less: Sales tax		5		65,679.26			50,097.75
Cost of sales		6		825,884.87			943,781.43
Including: Cost of export sales		7
Gross profit on sales		8		3,345,010.40			2,521,125.27
Less: Selling expenses		9		1,008,887.56			1,186,542.67
General and administrative expenses		10		569,547.72			558,315.42
Financial expenses		11		(4,531.99	)		(25,188.30	)
Including : Interest expenses (less interest income)		12
Exchange loss (less exchange gains)		13
Profit on sales		14		1,771,107.11			801,455.48
Add: Income from other operations		15
Operating profit		16		1,771,107.11			801,455.48
Add: Investing gains		17
Non-operating income		18		138,166.54
Less: Non-operating expenses		19		69,586.58			8,749.19
Add: Profit and loss adjustment for previous years		20
TOTAL PROFIT		21		1,839,687.07			792,706.29
Less: Income tax		22		52,957.17
NET PROFIT		23		1,786,729.90			792,706.29

BIOX INSTRUMENTS CO.,LTD
BALANCE SHEET
				2011-06-30
								ER@2011.6.30
ASSETS	LINE		Bal.E/P(RMB)		LIABILITIES AND OWNERS'EQUITY	LINE		Bal.E/P(RMB)
CURRENT ASSETS		1			CURRENT LIABILITIES		1
Cash on hand		2		14,362.58	Short term loans		2
Cash in bank		3		2,873,681.50	Notes payable		3
Marketable securities		4			Accounts payable		4		89,903.74
Notes receivable		5			Accrued payroll		5
Accounts receivable		6		477,349.45	Taxes payable		6		578,994.60
Less:Allowance for bad debts		7			Dividends payable		7
Etrust bank to make collections		8			Advances received		8		2,148,650.00
Advances to suppliers		9			Other payables		9		125,580.03
Other receivables		10		584,492.77	Accured expenses		10		(100,000.00	)
Prepaid and deferred expenses		11			Bonus and welfare funds for staff and workers		11
Inventories		12		1,928,165.89	Long term liabilities payable at maturity within a year		12
Less:Allowance for loss on realization of stock		13			Other current liabilities		13
Long term investment recovery due within a year		14					14
Other current assets		15					15
Total current assets		16		5,878,052.19	Total current liabilities		16		2,843,128.37
LONG TERM INVESTMENT		17			LONG TERM LIABILITIES		17
Long term investment		18			Long term loans		18
Receivables over a year		19			Bond payable		19
FIXED ASSETS		20			Premium(discount) on bond payable		20
Fixed assets-cost		21		390,301.31	Payable over a year		21
Less:accumulated depreciation		22		293,329.88	OTHER LIABILITIES		22
Fixed assets-net value		23		96,971.43	Exchange gain during preparation period		23
Disposal of fixed assets		24			Deferred investment income		24
CONSTRUCTION WORK IN PROCESS		25			Deferred lease income		25
Construction work in process		26			Credit item of deferred tax		26
INTANGIBLE ASSETS		27			Other deferred credits		27
Right to the use of site		28			Exchange gain to be written off		28
Industrial property and proprietary technology		29			Total liabilities		29		2,843,128.37
Other intangible assets		30			OWNER'S EQUITY		30
Total intangible assets		31		0			31
OTHER ASSETS		32			Paid in capital		32		500,000.00
Organization expenses		33			Including: Foreign investment		33
Exchange loss during preparation period		34			Less:repayment of investment		34
Deferred investment losses		35			Translation reserve		35
Debit item of deferred tax		36			Reserve fund		36
Other deferred expenses		37			Expansion fund		37
Exchange loss to be writton off		38			Repayment of investment by profit		38
		39			Current year profit		39		2,446,029.77
		40			Retained earnings		40		185,865.48
Total other assets		41		0	Total owners' equity		41		3,131,895.25
TOTAL ASSETS		42		5,975,023.62	TOTAL LIABILITIES AND OWNERS’ EQUITY		42		5,975,023.62

EX-99.1.4 5 vaso8ka-pjm2011ex9914.htm PJM UNAUDITED FINANCIALS 6/30/11 vaso8ka-pjm2011ex9914.htm

Life Enhancement Technology Ltd.
Statement of Operations
For the Six Months Ended June 30, 2011 and 2010


ITEMS	SIX MONTHS ENDED JUNE 30, 2011 RMB		SIX MONTHS ENDED JUNE 30, 2010 RMB
Sales		2,637,222.72		581,517.04
Including: Export sales
Less: Sales discounts and allowances
Net sales		2,637,222.72		581,517.04
Less: Sales tax		40,264.95		219.77
Cost of sales		1,083,724.37		368,730.28
Including: Cost of export sales
Gross profit on sales		1,513,233.40		212,566.99
Less: Selling expenses		60,563.40		18,376.94
General and administrative expenses		531,647.69		392,129.22
Financial expenses		31,777.12		6.84
Including : Interest expenses (less interest income)		30,462.12
Exchange loss (less exchange gains)
Profit on sales		889,245.19		(197,946.01	)
Add: Income from other operations
Operating profit		889,245.19		(197,946.01	)
Add: Investing gains
Non-operating income
Less: Non-operating expenses				-
Add: Profit and loss adjustment for previous years
TOTAL PROFIT		889,245.19		(197,946.01	)
Less: Income tax		111,155.65
NET PROFIT		778,089.54		(197,946.01	)

Life Enhancement Technology Ltd.
Balance Sheet
At June 30, 2011

ASSETS	Bal.E/P(RMB)		LIABILITIES AND OWNERS'EQUITY	Bal.E/P(RMB)
CURRENT ASSETS			CURRENT LIABILITIES
Cash on hand		891.64	Short term loans
Cash in bank		504,162.70	Notes payable
Marketable securities			Accounts payable		239,737.01
Notes receivable			Accrued payroll
Accounts receivable			Taxes payable		93,822.80
Less:Allowance for bad debts			Dividends payable
Etrust bank to make collections			Advances received		24,013.60
Advances to suppliers		36,133.03	Other payables		1,228,381.27
Other receivables		448,806.52	Accured expenses		32,029.33
Prepaid and deferred expenses			Bonus and welfare funds for staff and workers
Inventories		2,119,986.62	Long term liabilities payable at maturity within a year
Less:Allowance for loss on realization of stock
Long term investment recovery due within a year
Other current assets
Total current assets		3,109,980.51	Total current liabilities		1,617,984.01
LONG TERM INVESTMENT			LONG TERM LIABILITIES
Long term investment			Long term loans
Receivables over a year			Bond payable
FIXED ASSETS			Premium(discount) on bond payable
Fixed assets-cost		577,729.99	Payable over a year
Less:accumulated depreciation		515,720.27	OTHER LIABILITIES
Fixed assets-net value		62,009.72	Exchange gain during preparation period
Disposal of fixed assets			Deferred investment income
CONSTRUCTION WORK IN PROCESS			Deferred lease income
Construction work in process			Credit item of deferred tax
INTANGIBLE ASSETS			Other deferred credits
Right to the use of site			Exchange gain to be written off
Industrial property and proprietary technology					1,617,984.01
Other intangible assets			OWNER'S EQUITY
Total intangible assets
OTHER ASSETS			Paid in capital		993,234.00
Organization expenses			Including: Foreign investment		993,234.00
Exchange loss during preparation period
Deferred investment losses			Translation reserve
Debit item of deferred tax			Reserve fund
Other deferred expenses			Expansion fund
Exchange loss to be writton off			Repayment of investment by profit
			Current year profit		1,686,466.06
			Retained earnings		(1,125,693.84	)
Total other assets			Total owners' equity		1,554,006.22
TOTAL ASSETS		3,171,990.23	TOTAL LIABILITIES AND OWNERS’ EQUITY		3,171,990.23

EX-99.2 6 vaso8kaproforma-ex992.htm VASOMEDICAL UNAUDITED PROFORMA FINANCIALS vaso8kaproforma-ex992.htm

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

On September 2, 2011, Vasomedical, Inc. (“Vasomedical”) completed the purchase (the “Acquisition”) of all the outstanding capital stock of privately held Fast Growth Enterprises Limited, a British Virgin Islands company that owns Peace Joy Management Ltd. (“PJM”), which owns Life Enhancement Technology Limited (“LET”), and Biox Instruments Co. Ltd. (“Biox”), as per the stock purchase agreement reported on August 23, 2011. The consideration of this acquisition includes a cash payment of $1 million, issuance of 5,000,000 shares of common stock of Vasomedical, as well as the issuance of warrants to purchase 1,500,000 shares of Vasomedical common stock and up to 1,900,000 additional common shares to be issued contingent on the acquired entities meeting certain performance goals.

LET, based in Foshan, Guangdong, China, has been Vasomedical’s supplier for its proprietary Enhanced External Counterpulsation (EECP®) systems, including certain Lumenair systems and all AngioNew® systems. Biox, a leading developer and manufacturer of ambulatory monitoring devices in China, is located in Wuxi, Jiangsu, China, and has been Vasomedical’s manufacturer of the Biox series ECG Holter recorder and analysis software as well as ambulatory blood pressure monitoring systems for distribution in the United States. Vasomedical has obtained FDA clearance to market these products in the United States.

The Unaudited Pro Forma Financial Information gives effect to the Acquisition using the acquisition method of accounting, after giving effect to the pro forma adjustments discussed in the accompanying notes. This financial information has been prepared from, and should be read in conjunction with, the historical consolidated financial statements and notes thereto of Vasomedical, PJM and Biox included elsewhere in this report.

The financial periods required to be presented in this Form 8K/A are based on our fiscal periods. Vasomedical, PJM and Biox have different fiscal year ends. For the purpose of presenting these pro forma financial statements, we used the financial statements for our fiscal year ended May 31, 2011, as filed with the Securities and Exchange Commission (“SEC”) in our most recent Annual Report on Form 10-K, and the financial statements for the three months ended August 31, 2011, in our most recent Quarterly Report on Form 10-Q. To meet the SEC’s pro forma requirements of combining operating results for PJM and Biox for an annual period that ends within 93 days of the end of our latest annual fiscal period as filed with the SEC, we combined PJM’s and Biox’s twelve months ended June 30, 2011 with our fiscal year ended May 31, 2011. For the operating results for the three months ended August 31, 2011 we combined PJM’s and Biox’s three months ended June 30, 2011 with our three months ended August 31, 2011.

The Pro Forma Combined Balance Sheet gives effect to the Acquisition as if it had occurred on August 31, 2011, combining the historical balance sheet of Vasomedical as of that date with the balance sheets of PJM and Biox as of June 30, 2011. The Pro Forma Statements of Operations for the twelve month period ending May 31, 2011 and for the three month period ended August 31, 2011 gives effect to the Acquisition as if it had occurred at the beginning of the respective periods.

The consolidated financial statements of Vasomedical presented in the Pro Forma Financial information utilize United States Generally Accepted Accounting Principles (“US GAAP”). These statements therefore reflect the impact of US GAAP adjustments made to th historical financial statements of PJM and Biox. The financial statements were translated from Chinese Yuan to US dollars using the following exchange rates of Yuan per US Dollar: 6.47 with respect to the Balance Sheet at August 31, 2011; 6.63 with respect to the Statement of Operations for the twelve months ended May 31, 2011; and 6.51 for the statement of operations for the 3 months ended August 31, 2011.

The Pro Forma Combined Financial Information is unaudited, and is not necessarily indicative of the consolidated results that actually would have occurred if the Acquisition had been consummated at the beginning of the periods presented, nor does it purport to present the future financial position and results of operations for future periods.

													Exhibit 99.2.1
PRO-FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED MAY 31, 2011

				Fast Growth Enterprises, Ltd.
	Vasomedical, Inc.			BIOX Instruments Co. Ltd.			Peace Joy Management Ltd.			Consolidation Adjustments						Combined Proforma
Revenues
Equipment sales	$	3,029,177		$	1,111,923		$	978,849		$	(926,673	)		(4	)	$	4,193,276
Equipment rentals and services		2,231,114			-			-									2,231,114
Commissions		11,113,133			-			-									11,113,133
Total revenues		16,373,424			1,111,923			978,849									17,537,523

Cost of revenues
Cost of sales, equipment		1,937,903			256,722			431,390		$	(926,673	)		(4	)		1,699,342
Cost of equipment rentals and services		909,044			-			-									909,044
Cost of commissions		2,613,625			-			-									2,613,625
Total cost of revenues		5,460,572			256,722			431,390									5,222,011
Gross profit		10,912,852			855,201			547,459									12,315,512
					76.9	%		55.9	%
Operating expenses
Selling, general and administrative		14,383,380			509,010			167,466									15,059,856
Research and development		462,110			-			-									462,110
Total operating expenses		14,845,490			509,010			167,466									15,521,966
Operating loss (income)		(3,932,638	)		346,191			379,993									(3,206,454	)

Other income (expenses)
Interest and financing costs		(32,220	)		763			(5,282	)								(36,739	)
Interest and other income, net		27,839			35,750			352									63,941
Amortization of deferred gain on
sale-leaseback of building		53,245			-			-									53,245
Total other income, net		48,864			36,513			(4,930	)								80,447

Loss (income) before income taxes		(3,883,774	)		382,704			375,063									(3,126,007	)
Income tax benefit/(expense), net		(6,755	)		(13,698	)		(27,327	)								(47,780	)
Net loss (income)		(3,890,529	)		369,006			347,736									(3,173,787	)
Preferred stock dividends		(428,603	)		-			-									(428,603	)
Net loss applicable to common stockholders	$	(4,319,132	)	$	369,006		$	347,736								$	(3,602,390	)

Loss per common share
- basic	$	(0.04	)													$	(0.03	)
-diluted	$	(0.04	)													$	(0.03	)

Weighted average common shares outstanding
- basic		111,978,478									5,000,000			(1	)		116,978,478
-diluted		111,978,478									5,000,000			(1	)		116,978,478

														Exhibit 99.2.2
PRO-FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED AUGUST 31, 2011

				Fast Growth Enterprises, Ltd.
	Vasomedical, Inc.			BIOX Instruments Co. Ltd.			Peace Joy Management Ltd.			Consolidation Adjustments					Combined Proforma
Revenues
Equipment sales	$	274,960		$	398,420		$	317,347			(126,564	)	(4	)	$	864,163
Equipment rentals and services		486,988			-			-								486,988
Commissions		3,566,488			-			-								3,566,488
Total revenues		4,328,436			398,420			317,347								4,917,639

Cost of revenues
Cost of sales, equipment		160,954			77,886			124,100			(126,564	)	(4	)		236,376
Cost of equipment rentals and services		238,847			-			-								238,847
Cost of commissions		1,102,108			-			-								1,102,108
Total cost of revenues		1,501,909			77,886			124,100								1,577,331
Gross profit		2,826,527			320,534			193,247								3,340,308
					80.5	%		60.9	%
Operating expenses
Selling, general and administrative		4,374,885			103,046			52,676								4,530,607
Research and development		135,129			-			-								135,129
Total operating expenses		4,510,014			103,046			52,676								4,665,736
Operating loss (income)		(1,683,487	)		217,488			140,571								(1,325,428	)

Other income (expenses)
Interest and financing costs		(2,260	)		217			(4,854	)							(6,897	)
Interest and other income, net		21,185			7,365			115								28,665
Amortization of deferred gain on
sale-leaseback of building		13,311			-			-								13,311
Total other income, net		32,236			7,582			(4,739	)							35,079

Loss (income) before income taxes		(1,651,251	)		225,070			135,832								(1,290,349	)
Income tax benefit/(expense), net		(1,800	)		(5,062	)		(11,993	)							(18,855	)
Net loss (income)		(1,653,051	)		220,008			123,839								(1,309,204	)
Preferred stock dividends		(85,493	)		-			-								(85,493	)
Net loss applicable to common stockholders	$	(1,738,544	)	$	220,008		$	123,839							$	(1,394,697	)

Loss per common share
- basic	$	(0.01	)												$	(0.01	)
-diluted	$	(0.01	)												$	(0.01	)

Weighted average common shares outstanding
- basic		116,986,095									5,000,000		(1	)		121,986,095
-diluted		116,986,095									5,000,000		(1	)		121,986,095

												Exhibit 99.2.3
PRO-FORMA COMBINED BALANCE SHEET
August 31, 2011
				Fast Growth Enterprises, Ltd.
ASSETS	Vasomedical, Inc.			BIOX Instruments Co. Ltd.		Peace Joy Management Ltd.		Acquisition adjustments					Pro-forma Combined Balance Sheet
CURRENT ASSETS
Cash and cash equivalents	$	6,274,740			446,264		92,088		(1,000,000	)	(1	)	$	5,813,092
Short-term investments		110,148												110,148
Accounts and other receivables, net of allowance
for doubtful accounts		4,451,658			164,077		451,838		(45,869	)	(3	)		5,021,704
Inventories, net		1,941,223			297,943		277,118		(189,966	)	(2	)		2,326,318
Financing receivables, net		18,821												18,821
Deferred commission expense		2,855,776												2,855,776
Deferred related party consulting expense		510,000												510,000
Other current assets		316,938												316,938
Total current assets		16,479,304			908,284		821,044		(1,235,835	)				16,972,797

PROPERTY AND EQUIPMENT, net of
accumulated depreciation		383,335			14,984		9,582							407,901
FINANCING RECEIVABLES, net		22,277												22,277
DEFERRED RELATED PARTY CONSULTING EXPENSE		255,000												255,000
GOODWILL									3,190,708		(1	)		3,190,708
OTHER ASSETS		300,066												300,066

TOTAL ASSETS	$	17,439,982			923,268		830,626		1,954,873				$	21,148,749

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITES
Accounts payable	$	324,294			13,892		87,937		(45,869	)	(3	)		380,254
Accrued commissions		2,165,054												2,165,054
Accrued expenses and other liabilities		974,594			425,432		251,530							1,651,556
Sales tax payable		164,226					186,411							350,637
Deferred revenue - current portion		10,999,294												10,999,294
Deferred gain on sale-leaseback of building		48,808												48,808
Accrued professional fees		143,443												143,443
Trade payable due to related party		3,359												3,359
		14,823,072			439,324		525,878		(45,869	)				15,742,405

LONG-TERM LIABILITIES
Deferred revenue		1,129,068												1,129,068
Other long-term liabilities		151,385												151,385
Total long-term liabilites		1,280,453			-		-		-					1,280,453

TOTAL LIABILITIES		16,103,525			439,324		525,878		(45,869	)				17,022,858

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value, 1,000,000 shares authorized,
299,024 issued and outstanding		2,990												2,990
Common stock, $.001 par value, 250,000,000 shares authorized,
117,253,704 shares issued and outstanding before acquistion,
122,253,704 shares issued and outstanding after acquisition		117,253			120,000		3,000		(118,000	)	(1	)		122,253
Additional paid in capital		55,910,342							2,974,400		(1	)		58,884,742
Accumulated deficit and comprehensive income		(54,694,128	)		363,944		301,748		(855,658	)	(1	), (2)		(54,884,094	)
Total stockholders'equity		1,336,457			483,944		304,748		2,000,742					4,125,891

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	17,439,982		$	923,268	$	830,626	$	1,954,873				$	21,148,749

		Exhibit 99.2.4
NOTES TO PRO-FORMA COMBINED FINANCIAL STATEMENTS (unaudited)


The pro-forma adjustments are preliminary and are based on our estimate of the fair values and useful lives of the assets
acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the acquisition.

In accordance with Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"), the total
purchase consideration is allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed
based on their estimated fair values as of September 2, 2011 (the acquisition date). The purchase price was allocated based
on the information currently available, and may be adjusted after obtaining more information regarding, among other things,
asset valuations, liabilities assumed, and revisions of preliminary estimates.

The following notes explain the adjustments made.

1. To reflect the acquisition of Fast Growth Enterprises ("FGE") and its subsidiaries Peace Joy Management, Ltd. and BIOX
Instruments Company, Ltd. and the allocation of the purchase price on the basis of the fair values of the assets acquired
and the liabilities assumed, the components of the purchase price and allocation to the assets and liabilities are as follows:

Components of the purchase price:

Vasomedical, Inc. common stock	$ 2,100,000
Vasomedical, Inc. warrants to purchase common stock	304,000
Vasomedical common stock to be contingently issued	575,400
Cash	1,000,000
Total purchase price	$ 3,979,400

Preliminary allocation of purchase price:
Cash and cash equivalents	$ 538,352
Accounts receivable and other current assets	615,915
Inventories	575,061
Property and equipment	24,566
Goodwill	3,190,708
Accounts payable and other current liabilities	(965,202)
Net assets acquired	$ 3,979,400

The fair value of the common shares issued and the contingently issuable common shares was based on the closing
price of the shares on September 2, 2011 as quoted on the Nasdaq OTC. pink sheets which was $0.42.
The fair value of the warrants issued was computed using the Black-Scholes option pricing model, using the following
assumptions: expected term of 2 years which is the contractual term of the warrants; risk free rate of .2%; expected
dividend yield of $0.0; expected volatility of 101.0%; exercise price of $0.50; and the stock price of $0.42.

2. To eliminate the inter-company profit in inventory

3. To eliminate inter-company receivables and payables between Vasomedical and the acquired entities.

4. To eliminate intercompany sales by the acquired entities to Vasomedical.