Spendsmart Networks DEFM14A Proxy related to merger

VOS INTERNATIONAL, INC.
UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2007

The following unaudited pro forma condensed financial statements and related notes are presented to show the pro forma effects of the acquisition of IdeaEdge (“IdeaEdge”) during the third quarter of 2007 (“IdeaEdge transaction”).

The pro forma condensed statements of operations are presented to show income from continuing operations as if the IdeaEdge transaction occurred as of the beginning of each period presented. The pro forma condensed balance sheet is based on the assumption that the IdeaEdge transaction occurred effective June 30, 2007.

Pro forma data are based on assumptions and include adjustments as explained in the notes to the unaudited pro forma condensed financial statements. The pro forma data are not necessarily indicative of the financial results that would have been attained had the IdeaEdge transaction occurred on the dates referenced above and should not be viewed as indicative of operations in future periods. The unaudited pro forma condensed financial statements should be read in conjunction with notes thereto, VOS's Annual Report on Form 10-KSB for the year ended September 30, 2006 and its Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007.

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VOS INTERNATIONAL, INC.
PRO FORMA FINANCIAL STATEMENTS
(Unaudited)

INDEX

	Page
	Number
Condensed Balance Sheet June 30, 2007	3
Condensed Statement of Operations for the Nine Months Ended June 30, 2007	4
Notes to the pro forma condensed financial statements	5

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VOSINTERNATIONAL,INC.
UNAUDITEDPROFORMACONDENSEDBALANCESHEET
JUNE30,2007

	Historical
	June 30, 2007			Pro Forma		Pro Forma
	VOS	IdeaEdge		Adjustments		Consolidated
ASSETS
Current Assets
Cash & cash equivalents	$ 2,039	$	429,451	$		$ 431,490
Receivables	1,895		-			1,895
Inventories	36,820		-			36,820
Total Current Assets	40,754		429,451			470,205
Equipment, Net	31,164		-			31,164
Other Assets
Deposits	4,921		205,052			209,973
Patents, net	68,145		-			68,145
Total Assets	$ 144,984	$	634,503	$		$ 779,487
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$ 171,551	$	15,220	$		$ 186,771
Loans payable	64,250		-			64,250
Capital lease obligations	12,688		-			12,688
Related party loans	145,913		-			145,913
Accrued liabilities	161,863		172			162,035
Total Current Liabilities	556,265		15,392			571,657
Long-Term Debt	675,955		-			675,955
Shareholders’ Deficit
Common Stock	42,364		5,000		(35,097)	12,267
Paid-In Capital	5,157,104		738,000		(88,792)	5,895,104
Retained Deficit	(6,286,704)		(123,889)		123,889	(6,410,593)
	(1,087,236)		619,111		-	(468,125)
Total Liabilities and Shareholders’ Deficit	$ 144,984	$	634,503	$	-	$ 779,487

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VOSINTERNATIONAL,INC.
UNAUDITEDPROFORMACONDENSEDSTATEMENT OFOPERATIONS

VOSINTERNATIONAL,INC.FOR THE NINE MONTHS ENDEDJUNE30,2007
IDEAEDGE,INC. FROM INCEPTION(MAY15,2007) THROUGHJUNE30,2007

			Pro Forma
	VOS	IdeaEdge	Adjustments		Pro Forma
Revenue	$ 39,872	$ -	$	-	$ 39,872
Cost of Revenue	13,517	-		-	13,517
Gross Profit	26,355	-		-	26,355
Operating Expenses
General and Administrative	133,097	123,889		-	256,986
Depreciation and Amortization	15,071	-		-	15,071
Bad Debt Expense	17,524	-			17,524
Total Operating Expenses	165,692	123,889		-	289,581
Operating Loss	(139,337)	(123,889)		-	(263,226)
Other Income (Expense)
Interest Expense	(52,568)	-		-	(52,568)
Loss before Income Taxes	(191,905)	(123,889)		-	(315,794)
Income Taxes	-	-		-	-
Net Income (Loss)	$ (191,905)	(123,889)		-	(315,794)
Basic and Diluted Loss Per Share	$ (0.05)				(0.09)
Basic and Diluted
Weighted Average Common Shares Outstanding	3,600,000				3,656,296

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VOSINTERNATIONAL,INC. ANDSUBSIDIARY
NOTESTOUNAUDITEDPROFORMACONDENSEDFINANCIALSTATEMENTS

Basis of Presentation

The unaudited pro forma condensed statement of operations for the nine months ended June 30, 2007, and the unaudited pro forma condensed balance sheet as of June 30, 2007, are based on the unaudited financial statements of VOS and IdeaEdge as of and for the nine months ended June 30, 2007, and the adjustments and assumptions described below.

Pro forma adjustments:

The unaudited pro forma balance sheet reflects the following adjustments associated with the IdeaEdge transaction as of June 30, 2007.

a.

Record the issuance of 8,666,667 shares of common stocks of VOS for the 100% equity interest of IdeaEdge and assumed liabilities from the IdeaEdge transaction. Upon the issuance of 8,666,667 shares of common stocks of VOS for the IdeaEdge transaction,. Accordingly, the weighted average number of common shares outstanding for the year ended June 30, 2007, for the purpose of the pro forma financial statements is 3,656,296 shares.

b.

The weighted average shares for June 30, 2007 was adjusted to reflect a 1 for 25 reverse split.

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