AMERICAN BIOCARE, INC.

(A Development Stage Company)

Pro Forma Consolidated Financial Statements

(Unaudited)

December 31, 2010 and 2009

AMERICAN BIOCARE, INC.
(A Development Stage Company)
Pre Forma Consolidated Balance Sheets
(Unaudited)
	December 31, 2010			December 31, 2009
Assets
Current Assets
Cash	$	277,496		$	1,732
Receivables		471,744			-
Other current assets		1,084			-
Total Current Assets		750,324			1,732
Fixed Assets
Fixed assets (net)		74,200			-
Total Fixed Assets		74,200			-
Other Assets
Deposits		200			-
Acquisition of Subsidiaries		-			-
Goodwill		-			-
Total Other Assets		200			-
Total Assets	$	824,724		$	1,732
Liabilities & Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses	$	332,034		$	102,669
Accrued interest		3,198			799
Notes payable related party (net of discount of $0 and $6,813)		26,646			19,833
Due to affiliate		3,550			3,550
Due to officers		318,083			60,000
Total Current Liabilities		683,511			186,851
Other Liabilities
Notes payable		-			-
Total Liabilities		683,511			186,851
Stockholders' Equity (Deficit)
Common Stock, $0.001 par value, 146,000,000 Series A Common shares
authorized and none issued; and 4,000,000 Series B common shares issued and
outstanding authorized and 3,512,139 and 3,069,111 shares issued at December 31, 2010 and 2009		3,512			3,069
Preferred Stock, $0.001 par value, 5,000,000 shares authorized, none issued		-			-
Additional paid in capital		1,362,317			605,787
Deficit accumulated during the development stage		(1,224,616	)		(793,975	)
Total Equity		141,213			(185,119	)
Total Liabilities and Stockholders' Equity	$	824,724		$	1,732

AMERICAN BIOCARE, INC.
(A Development Stage Company)
Pre Forma Consolidated Statement of Operations
(Unaudited)

						For the Period from February 28, 1997 (Inception) to December 31, 2010
	December 31, 2010			December 31, 2009
Revenues	$	4,410,211		$	-	$	4,410,211
Cost of Sales		3,381,480			-		3,381,480
Gross Margin		1,028,731			-		1,028,731
General & Administrative
Consulting fees-related parties		974,000			456,500		1,600,902
Professional fees		172,142			59,965		288,058
Salaries and wages		-			-		-
Rent		35,092			6,600		56,792
Other general and administrative		650,478			11,541		682,082
Total Expenses		1,831,712			534,606		2,627,834
Net operating loss		(802,981	)		(534,606		(1,599,103	)
Other income and expenses
Cancellation of accounts payable		65,000			-		65,000
Interest expense		(9,504	)		(4,718		(14,222	)
Net loss	$	(747,485	)	$	(539,324	$	(1,548,325	)

American BioCare, Inc. 8-K/A