Determine 8-K/A Financial Statements and Exhibits

Exhibit 99.3

Selectica, Inc. Unaudited Pro Forma Financial Information

Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet

March 31, 2014

	Historical Statement of
(in thousands)	Operations Information						Pro Forma
	Selectica, Inc.			Iasta.com Inc.			Adjustments			Notes	Combined
ASSETS
Current assets
Cash and cash equivalents	$	16,907		$	2,016		$	(260	)	(1),(4),(7),(9)	$	18,663
Accounts receivable, net of allowance for doubtful accounts		3,006			2,198			-				5,204
Deferred Income Tax		-			40			-				40
Prepaid expenses and other current assets		689			579			-				1,268
Total current assets		20,602			4,833			(260	)			25,175
Property and equipment, net		312			268			-				580
Capitalized software		856			-			-				856
Other assets		30			180			-				210
Goodwill								5,386		(2)		5,386
Intangibles, net of amortization								7,170		(3)		7,170
Total assets	$	21,800		$	5,281		$	12,296			$	39,377
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities
Credit facility	$	6,949		$	653		$	(653	)		$	6,949
Accounts payable		1,371			514			-				1,885
Accrued payroll and related liabilities		648			492			350		(5)		998
Note payable to stockholder		-			308					(4)		308
Other accrued liabilities		345			321			-				1,158
Income Tax Payable		-			34			-				34
Deferred revenue		5,131			3,174			(1,604	)			6,701
Total current liabilities		14,444			5,496			(1,906	)			18,033
Long-term deferred revenue		618			-			-				618
Total liabilities		15,062			5,496			(1,906	)			18,651
Commitments and contingencies
Preferred Stock		3,653			-			6,486		(7)		10,139
Stockholder's Equity:
Common stock		4			26			74		(7),(9)		104
Additional paid-in capital		278,083			-			7,418		(7),(9)		285,501
Foreign currency translation adjustment					30			(30	)	(6)		-
Treasury stock at cost		(472	)		(1,042	)		1,042		(9)		(472	)
Accumulated deficit		(274,530	)		770			(788	)	(5),(9),(6)		(274,546	)
Total stockholders' equity		3,085			(215	)		7,716				10,587
Total liabilities, redeemable convertible preferred stock and stockholders' equity	$	21,800		$	5,281		$	12,296			$	39,377

(1) To reflect the use of the Company’s cash on hand to fund a portion of the acquisition and to eliminate cash at Iasta excluded from the Acquisition and 2) recognize additional borrowings of approximately $7.5M under Financing of Series E Preferred Stock to fund athe purchase

(2) To record preliminary goodwill resulting from the Iasta Acquisition.

(3) To record identifiable intangible assets related to the Iasta Acquisition. The identifiable intangible assets attributable to the Acquisition are comprised of the following:

	Estimated Fair Value		Estimated Useful life (Years)		Estimated amortization expense
Customer Relationship	$	3,880		5	$	776
Developed Technology		3,170		5	$	634
Trademark		120		2	$	60
	$	7,170			$	1,470

(4) To reflect eepayment of Iasta short-term debt which occurred immediately prior to the closing of the Acquisition

(5) To recognize as of July 2, 2014 known transaction costs incurred by the Company and Iasta related to the closing of theAcquisition. The transaction fees have not been included in the accompanying unaudited pro forma combined statement of operations due to their non-recurring nature.

(6) In accordance with SFAS No. 52, Foreign Currency Translation, the functional currency of all the Company’s U.K. subsidiaries had historically been pounds sterling. The Company translated the assets and liabilities of its U.K. subsidiaries into U.S. dollars using period-end exchange rates and the revenues and expenses of these entities were translated using the average exchange rates for the reporting period.

(7) On June 5, 2014, the Company entered into a Purchase Agreement with certain institutional funds and other accredited investors pursuant to which the Company agreed to sell, and the June 2014 Investors agreed to purchase, 124,890.5 shares of Series E Convertible Preferred Stock for $60 per whole share, with total proposed proceeds to the Company of approximately $7.5 million.

(8) Deferred Revenue adjustemnt at the Acquisition date.

(9) To eliminate Iasta’s historical equity balances as of July 2, 2014 and to record Issuance of Common Stock to Iasta's Founders at July 2, 2014 - 1,000,000 Common Stock, par value $0.0001 at $6.61

(10) The purchase price is calculated as follows (dollars in thousands, except number of shares and per share amount):

Cash Paid	$	7,000
Common Stock Issued		1,000,000
SLTC Common Stock strike price	$	6.61
Total Stock value	$	6,610
Note Paid by Selectica		653
Total Purchase Price	$	14,263

Selectica, Inc.

Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations

(in thousands, except per share data)

	Historical Statement of
	Operations Information						Pro Forma
	Selectica, Inc.			Iasta.com Inc.			Adjustments			Notes	Combined
	Twelve Months Ended
Revenues:	March 31, 2014			December 31, 2013
Recurring revenues	$	12,210		$	7,996						$	20,206
Non-recurring revenues		3,579			2,965							6,544
Total revenues		15,789			10,962							26,751
Cost of revenues:
Cost of recurring revenues		2,673			735			776		(1)		4,184
Cost of non-recurring revenues		5,738			2,256							7,994
Total cost of revenues		8,411			2,991			776				12,178
Gross profit:
Recurring gross profit		9,537			7,261							16,022
Non-recurring gross profit		(2,159	)		709							(1,450	)
Total gross profit		7,378			7,970							14,572
Operating expenses:
Research and development		2,993			1,893							4,886
Sales and marketing		8,313			4,250			694		(1)		13,257
General and administrative		4,984			1,427							6,411
Restructuring costs		227			-							227
Total operating expenses		16,517			7,570			694				24,781
Loss from operations		(9,139	)		401			(1,470	)			(10,209	)
Decrease in fair value of warrant liability		982			0							982
Other income (expense), net		(22	)		(75	)						(97	)
Loss before provision for income taxes		(8,179	)		325			(1,470	)			(9,324	)
Provision for Income Taxes		-			44							44
Net loss	$	(8,179	)	$	282		$	(1,470	)		$	(9,368	)
Series C and D redeemable preferred stock accretion		3,513			-							3,513
Net loss attributable to common stockholders	$	(11,692	)	$	282		$	(1,470	)		$	(12,881	)
Basic and diluted net loss per common share attributable to common stockholders		(2.18	)		-							(3.43	)
Weighted-average shares of common stock used in computing basicand diluted net loss per share attributable to common stockholders		3,756			-							3,756

(1) To recognize amortization expense related to identified intangible assets recognized as part of the purchase price allocation

Iasta.com, Inc.    

Unaudited Preliminary Balance Sheet as of July 2, 2014    

ASSETS	July 2, 2014
Current assets
Cash and cash equivalents	$	1,619
Accounts receivable		2,738
Prepaid expenses and other current assets		597
Total current assets		4,954
Property and equipment, net		245
Goodwill		5,386
Intangibles		7,170
Other assets		270
Total assets	$	18,025
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Notes Payable	$	961
Accounts payable		321
Acrrued expenses		837
Income Tax Payable		72
Deferred revenue		1,570
Total current liabilities		3,761
Total liabilities		3,761
Net Assets Acquired	$	14,263