INVISION CAPITAL, INC.
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2006
(Stated in US Dollars)
(Unaudited)
INVISION CAPITAL, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
January 31, 2006
(Stated in US Dollars)
(Unaudited)
December 31, | |||||||||||||
2005 | |||||||||||||
EDI Exploration | |||||||||||||
Drilling | |||||||||||||
Invision | International | (Note 5) | Pro Forma | ||||||||||
Capital, Inc. | GmbH | Pro Forma | Consolidated | ||||||||||
ASSETS | (January 31, 2006) | (December 31, 2005) | Adjustments | Balance | |||||||||
Current | |||||||||||||
Cash | $ | 297 | $ | 91,903 | $ | - | $ | 92,200 | |||||
Government value added tax receivable | - | 58,116 | - | 58,116 | |||||||||
Due from related parties | - | 287,577 | - | 287,577 | |||||||||
Total current assets | 297 | 437,596 | - | 437,893 | |||||||||
Property, plant and equipment | - | 97,457 | - | 97,457 | |||||||||
Advances | - | 11,283 | - | 11,283 | |||||||||
Patents | - | 35,866 | - | 35,866 | |||||||||
Deferred taxes | - | 232,497 | - | 232,497 | |||||||||
$ | 297 | $ | 814,699 | $ | - | $ | 814,996 | ||||||
LIABILITIES | |||||||||||||
Current | |||||||||||||
Accounts payable and accrued liabilities | $ | 2,894 | $ | 89,579 | $ | - | $ | 92,473 | |||||
Due to related parties | 6,225 | 5,701 | - | 11,926 | |||||||||
9,119 | 95,280 | - | 104,399 | ||||||||||
STOCKHOLDERS’ EQUITY | |||||||||||||
Common stock | 10,399 | 30,187 | 50,000 | (a) | 60,399 | ||||||||
(10,399 | ) | (b) | |||||||||||
(19,788 | ) | (d) | |||||||||||
Additional paid-in capital | 63,611 | 1,039,163 | (50,000 | ) | (a) | 999,857 | |||||||
(63,611 | ) | (b) | |||||||||||
74,010 | (b) | ||||||||||||
(83,104 | ) | (c) | |||||||||||
19,788 | (d) | ||||||||||||
Accumulated other comprehensive income (loss) | 272 | - | - | 272 | |||||||||
Deficit | (83,104 | ) | (349,931 | ) | 83,104 | (c) | (349,931 | ) | |||||
Total Stockholders’ Equity (Deficiency) | (8,822 | ) | 719,419 | - | 710,597 | ||||||||
Total Liabilities and Stockholders’ Equity | $ | 297 | $ | 814,699 | $ | - | $ | 814,996 |
SEE ACCOMPANYING NOTES
INVISION CAPITAL, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the six months ended January 31, 2006
(Stated in US Dollars)
(Unaudited)
EDI Exploration | |||||||||
Drilling | Pro forma | ||||||||
Invision | International | Consolidated | |||||||
Capital, Inc | GmbH | Total | |||||||
(Six months ended | (Six months ended | ||||||||
January 31, 2006) | December 31, 2005) | ||||||||
Expenses | |||||||||
Selling expenses | - | 130,696 | 130,696 | ||||||
General administrative expenses | 5,823 | 179,012 | 184,835 | ||||||
Research and development expenses | - | 134,591 | 134,591 | ||||||
Other selling and marketing expenses | - | 47,709 | 47,709 | ||||||
Loss for the period before other item | (5,823 | ) | (492,008 | ) | (497,831 | ) | |||
Other item | |||||||||
Interest income | - | 4,168 | 4,168 | ||||||
Loss before income taxes | (5,823 | ) | (487,840 | ) | (493,663 | ) | |||
Income taxes | - | 219,959 | 219,959 | ||||||
Net loss | $ | (5,823 | ) | $ | (267,881 | ) | $ | (273,704 | ) |
Basic and diluted loss per share | $ | (0.00 | ) | $ | (267,881 | ) | $ | (0.00 | ) |
Weighted average shares outstanding | |||||||||
– basic and diluted | 10,398,400 | 1 | 60,398,400 |
SEE ACCOMPANYING NOTES
INVISION CAPITAL, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the periods ended July 31, 2005
(Stated in US Dollars)
(Unaudited)
EDI Exploration | |||||||||
Drilling | |||||||||
International | |||||||||
Invision | GmbH | ||||||||
Capital, Inc | (For the period | ||||||||
(For the year | July 12, 2004 | Pro forma | |||||||
ended | To | Consolidated | |||||||
July 31, 2005) | June 30, 2005) | Total | |||||||
Expenses | |||||||||
Selling expenses | - | - | - | ||||||
General administrative expenses | 11,821 | 65,200 | 77,021 | ||||||
Research and development expenses | - | 369 | 369 | ||||||
Other selling and marketing expenses | - | 1,277 | 1,277 | ||||||
Loss for the period before income taxes | (11,821 | ) | (66,846 | ) | (78,667 | ) | |||
Income taxes | - | 1,470 | 1,470 | ||||||
Net loss | $ | (11,821 | ) | $ | (65,376 | ) | $ | (77,197 | ) |
Basic and diluted loss per share | $ | (0.00 | ) | $ | (65,376 | ) | $ | (0.00 | ) |
Weighted average shares outstanding – basic and diluted | 10,398,400 | 1 | 60,398,400 |
SEE ACCOMPANYING NOTES
INVISION CAPITAL, INC.
NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2006
(Stated in US Dollars)
(Unaudited)
Note 1 | Basis of Presentation |
The accompanying unaudited pro forma consolidated balance sheet and consolidated statements of operations give effect to the acquisition of EDI Exploration Drilling International GmbH (“EDI”) by Invision Capital, Inc. (“Invision”) on April 5, 2006 (closed April 26, 2006).
The unaudited pro forma consolidated financial statements of Invision included herein have been compiled by management of Invision in accordance with the accounting principles generally accepted in the United States of America. They have been prepared from information derived from the January 31, 2006 and July 31, 2005 financial statements of Invision and the December 31, 2005, June 30, 2005 and December 31, 2004 financial statements of EDI, together with other information available to the corporations. In the opinion of management of Invision, these unaudited pro forma consolidated financial statements include all adjustments necessary for fair presentation of the acquisition of EDI by Invision as described below.
The unaudited pro forma consolidated financial statements should be read in conjunction with the historical financial statements and notes thereto of Invision and EDI referred to above and included elsewhere in this 8-K. The Invision unaudited pro forma consolidated balance sheet gives effect to the acquisition of EDI as if it had occurred on January 31, 2006. The unaudited pro forma consolidated statements of operations gives effect to the acquisition of EDI as if it had occurred at the start of the fiscal periods beginning on August 1, 2004, for Invision and July 12, 2004 for EDI. These unaudited pro forma financial statements are not necessarily indicative of the financial position or results of operations, which would have resulted if the combination and related transactions had actually occurred on those dates.
Note 2 | EDI Exploration Drilling International GmbH |
EDI is a German company and operates primarily in Germany. The financial statements of EDI were prepared in accordance with generally accepted accounting principles in the United States of America. | |
Note 3 | Acquisition of EDI |
On April 5, 2006 (closed April 26, 2006), Invision entered into a share purchase agreement with EDI Exploration Drilling International Holding GmbH (“EDI Holding”), EDI, and Frank Rigney for the purchase of a 100% ownership interest in EDI from EDI Holding. Under the terms of the share purchase agreement, Invision agreed to issue to EDI Holding 50,000,000 of its common shares in exchange for a 100% ownership interest in EDI. In addition, Mr. Rigney agreed to transfer 20,000,000 common shares of Invision to EDI Holding for total proceeds of $10,000. The business combination will be accounted for as a reverse acquisition, with EDI being treated as the accounting acquirer. |
Invision Capital, Inc.
Notes to the Pro Forma Consolidated Financial Statements
January 31, 2006
(Stated in US Dollars)
(Unaudited) – Page 2
Note 3 | Acquisition of EDI– (cont’d) |
The carrying values of the assets and liabilities of Invision as presented in the January 31, 2006 historical financial statements approximate their fair values. | |
The net liabilities of Invision acquired are as follows: |
Cash | $ | 297 | ||
Accounts payable and accrued liabilities | (2,894 | ) | ||
Due to related parties | (6,225 | ) | ||
$ | (8,822 | ) |
Note 4 | Share Capital |
Additional | ||||||||||
Common shares | Paid-in | |||||||||
Number | Par value | Capital | ||||||||
EDI balance, January 31, 2006 | 1 | $ | 30,187 | $ | 1,039,163 | |||||
EDI common shares prior to | ||||||||||
acquisition | (1 | ) | (30,187 | ) | 30,187 | |||||
Invision common shares prior to | ||||||||||
acquisition | 10,398,400 | 10,399 | (10,399 | ) | ||||||
Common shares issued pursuant to | ||||||||||
share purchase agreement | 50,000,000 | 50,000 | (59,094 | ) | ||||||
Pro forma, January 31, 2006 | 60,398,400 | $ | 60,399 | $ | 999,857 |
Note 5 | Pro Forma Adjustments |
The unaudited pro forma consolidated financial statements include the following pro forma adjustments. |
a) | To record the issuance of 50,000,000 common shares of Invision to acquire 100% of the issued and outstanding shares of EDI. | |
b) | To eliminate capital stock and paid-in capital of Invision against paid-in capital. | |
c) | To eliminate deficit of Invision against paid-in capital. | |
d) | To adjust par value of outstanding common shares of Invision to actual. |
Invision Capital, Inc.
Notes to the Pro Forma Consolidated Financial Statements
January 31, 2006
(Stated in US Dollars)
(Unaudited) – Page 3
Note 6 | Pro-forma Loss Per Share |
Pro-forma loss per share has been calculated using the historical weighted average number of shares previously reported and amended as if the pro-forma common shares of Invision issued pursuant to the acquisition have been outstanding since the beginning of the periods. |