Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
In accordance with the Share Exchange Agreement dated March 31, 2009, Develocap, Inc. (“the Company” or “Develocap”) agreed to issue to the shareholders of Trai Thien an aggregate of 23,400,000 shares of common stock of Develocap in exchange for all of the issued and outstanding stock of Trai Thien. On July 17, 2009, Develocap and Trai Thien entered into Amendment No. 1 to the Share Exchange Agreement (the “Amendment”), pursuant to which it was agreed that at closing, Develocap shall place an aggregate of 15,903,000 shares of its common stock in escrow and the Trai Thien shareholders shall place 10,680,930 shares of the Trai Thien’s common stock being 51% of the total issued and outstanding shares of Trai Thien in escrow, pending the approval and registration of such transfers in accordance with the applicable Vietnamese laws and regulations. The Share Exchange will result in a change of control of Develocap with Trai Thien Shareholders o wning approximately 82.4% of the Company’s common stock.
In connection with the Share Exchange Agreement, the Company entered into Management Services Agreement with Trai Thien, pursuant to which Trai Thien engages and retains Develocap, through its officers and directors, to provide certain management and advisory services to Trai Thien as set forth in Article I of the Management Services Agreement. Trai Thien shall pay to the Company a fee for such Management Services equals to 51% of Trai Thien’s net income after taxes.
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DEVELOCAP, INC.
Unaudited Pro Forma Condensed Combined Balance Sheet
| | | | | |
| Develocap Inc. at April 30, 2009 | Trai Thien at March 31, 2009 | Pro forma Adjustments | | Pro forma Combined |
| | | | | |
ASSETS | | | | | |
Current assets: | | | | | |
Cash and cash equivalents | - | 260,703 | - | | 260,703 |
Accounts receivable, trade | - | 12,579 | - | | 12,579 |
Amounts due from stockholders | - | 1,052,128 | - | | 1,052,128 |
Prepayments and other receivable | - | 167,315 | - | | 167,315 |
Total current assets | - | 1,492,725 | - | | 1,492,725 |
Non-current assets: | | | | | |
Vessel construction in progress | - | 11,312,013 | - | | 11,312,013 |
Plant and equipment, net | - | 14,452 | - | | 14,452 |
TOTAL ASSETS | - | 12,819,190 | - | | 12,819,190 |
| | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | |
Current liabilities: | | | | | |
Accounts payable, trade | - | 227,957 | - | | 227,957 |
Short-term borrowings | - | 88,450 | - | | 88,450 |
Income tax payable | - | 104,362 | - | | 104,362 |
Accrued liabilities and other payables | 23,250 | - | (23,250) | (1) | - |
Total current liabilities | 23,250 | 420,769 | - | | 420,769 |
Stockholders’ equity: | | | | | |
Common stock, par value | 5,000 | 12,764,448 | (12,741,048) | (2) | 28,400 |
Additional paid-in capital | 149,150 | 287,132 | 12,586,898 | (1), (2) | 13,023.180 |
Accumulated other comprehensive loss | - | (993,431) | - | | (993,431) |
Statutory reserves | - | 113,506 | - | | 113,506 |
Retained earnings (accumulated loss) | (177,400) | 226,766 | 177,400 | (1) | 226,766 |
Total stockholders’ equity | (23,250) | 12,398,421 | 23,250 | | 12,398,421 |
| | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | - | 12,819,190 | - | | 12,819,190 |
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DEVELOCAP, INC.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the year ended December 31, 2008
| | | | | |
| Develocap Inc. For the year ended January 31, 2009 | Trai Thien For the year ended December 31, 2008 | Pro forma Adjustment | | Pro forma Combined |
| | | | | |
Revenues, net | - | 3,816,461 | - | | 3,816,461 |
Operating expenses: | | | | | |
Voyage expense | - | (1,264,743) | - | | (1,264,743) |
Vessel operating expense | - | (579,369) | - | | (579,369) |
Rental expense to related parties | - | (1,472,947) | - | | (1,472,947) |
Sales and marketing | - | (10,454) | - | | (10,454) |
General and administrative | (21,250) | (100,379) | 21,250 | (1) | (100,379) |
Total operating expenses | (21,250) | (3,427,892) | 21,250 | (1) | (3,427,892) |
Income from operations | - | 388,569 | 21,250 | (1) | 388,569 |
Other expense | - | (1,769) | - | | (1,769) |
Income before income taxes | (21,250) | 386,800 | 21,250 | (1) | 386,800 |
Income tax expense | - | (121,487) | - | | (121,487) |
NET INCOME | (21,250) | 265,313 | 21,250 | (1) | 265,313 |
| | | | | |
| | | | | |
Net income per share – Basic and diluted | 0.053 | | | | 0.009 |
Weighted average shares outstanding | 5,000,000 | | | | 28,400,000 |
F-3
DEVELOCAP, INC.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the three months ended March 31, 2009
| | | | | |
| Develocap Inc.
For the quarter ended April 30, 2009 | Trai Thien
For the quarter ended March 31, 2009 | Pro forma Adjustment | | Pro forma Combined |
| | | | | |
Revenues, net | - | 1,849,130 | | | 1,849,130 |
Operating expenses: | | | | | |
Voyage expense | - | (772,711) | - | | (772,711) |
Vessel operating expense | - | (212,441) | - | | (212,441) |
Rental expense to related parties | - | (525,423) | - | | (525,423) |
Selling, general and administrative | (500) | (299,660) | 500 | (1) | (299,660) |
Total operating expenses | (500) | (1,810,235) | 500 | (1) | (1,810,235) |
Income from operations | (500) | 38,895 | 500 | (1) | 38,895 |
Other expense | - | (2,366) | - | | (2,366) |
Income (loss) before income taxes | (500) | 36,529 | 500 | (1) | 36,529 |
Income tax expense | - | (1,231) | - | | (1,231) |
NET INCOME (LOSS) | (500) | 35,298 | 500 | (1) | 35,298 |
| | | | | |
| | | | | |
Net income per share – Basic and diluted | 0.007 | | | | 0.001 |
Weighted average shares outstanding | 5,000,000 | | | | 28,400,000 |
F-4
DEVELOCAP, INC.
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
Note 1 – Basis of Pro Forma Presentation
The Exchange between Develocap and Trai Thien is treated as a reverse acquisition and recapitalization of Develocap whereby Trai Thien are deemed to be the accounting acquirer (legal acquiree) and Develocap to be the accounting acquiree (legal acquirer). After the consummation of the Exchange, Trai Thien’s shareholders will collectively hold approximately 82.4% of the voting rights in the combined company.
The following unaudited pro forma condensed combined financial statements give effect to the merger of the Company and Trai Thien as if such transaction occurred as at such date. The unaudited pro forma financial statements are based on the respective historical financial statements and the notes thereto of the Company and Trai Thien. The unaudited pro forma condensed combined balance sheets are derived from the historical balance sheets of Develocap and Trai Thien as of April 30, 2009 and March 31, 2009, respectively. The unaudited pro forma condensed combined statement of operations gives effect to the merger as if such transaction occurred at the beginning of the periods presented. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2008 is derived from the audited financial statements of Trai Thien and Develocap The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2009 is derived from the unaudited financial statements of Trai Thien and Develocap.
The pro forma financial information should be read in conjunction with the audited and unaudited financial statements of Trai Thien and Develocap. The unaudited pro forma combined financial information is not necessarily indicative of operating results or the financial position that the Share Exchange was in existence assuming the Exchange was completed, and is not necessarily indicative of future operating results.
The pro forma adjustments are based upon available information and certain assumptions we believe are reasonable under the circumstances. These unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes and assumptions and the historical financial statements of Develocap and Trai Thien.
Note 2 – Pro Forma Adjustments
These unaudited pro forma condensed combined financial statements reflect the following pro forma adjustments:
Adjustment 1:
To eliminate the accumulated deficit of Develocap, Inc as Trai Thien will be the continuing entity as accounting acquirer for accounting purposes.
Adjustment 2:
To record the issuance of 23,400,000 shares of the common stock of Develocap, Inc at par value of $0.001 in exchange for all the capital stock of Trai Thien.
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