This excerpt taken from the SHZ 8-K filed Sep 18, 2006.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following pro forma consolidated financial information has been derived by the application of pro forma adjustments to the historical consolidated financial statements of American Federal Mining Group, Inc. (AFMG) and Earth Products & Technologies, Inc. (EPAT) for the year ended December 31, 2005 and 2004, for the three and six month periods ended June 30, 2006 and 2005.
On July 14, 2006, Earth Products & Technologies, Inc., which is the registrant and will be referred to as the Company in this report, entered into a Stock Exchange Agreement with AFMG and the shareholders of AFMG, providing for the acquisition of all of the shares of AFMG in exchange for a total of 20,000,000 shares of the Companys common voting stock, par value $0.001, representing approximately 93.9% of the outstanding common stock of EPAT. The transaction closed on September 15, 2006. The business of AFMG and its subsidiaries will be the only business of the Company.
The transaction has been accounted for as a reverse acquisition of a public shell by AFMG of EPAT, with AFMG treated as the acquirer for accounting purposes. The pro forma consolidated financial statements of AFMG, as of and for the year ended December 31, 2005 and the period ended June 30, 2006 assume, for balance sheet purposes, that the merger had taken place at December 31, 2005 and June 30, 2006, for purposes of the statement of operations, that the purchase had taken place at the beginning of the calendar year ended December 31, 2005, and the beginning of the six months ended June 30, 2006. As a result of EPATs decision to discontinue its business operations, its prior results are not meaningful when combined with the prior results of operations of AFMG for purposes of pro forma presentation; accordingly, pro forma results of operations reflecting the merger have been provided, as they would be essentially the same as the prior results of AFMG. The pre-acquisition income statements of AFMG will be treated as the income statements of the combined companies.
Assumptions underlying the pro forma adjustments necessary to present fairly this pro forma information are described in the accompanying notes, which should be read in conjunction with this pro forma consolidated financial information. The pro forma adjustments described in the accompanying notes have been made based on available information and, in the opinion of management, are reasonable. The pro forma consolidated financial information should not be considered indicative of actual result that would have been achieved had the transactions occurred on the respective dates indicated and do not purport to indicate results of operations as of any future date or for any future period.
AMERICAN FEDERAL MINING GROUP, INC. & SUBSIDIARIES