EXHIBIT 99.3
VISUAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARIES
(FORMERLY WILDON PRODUCTIONS INC.)
PRO-FORMA FINANCIAL STATEMENTS
VISUAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARIES
(FORMERLY WILDON PRODUCTIONS INC.)
PRO-FORMA FINANCIAL STATEMENTS
The accompanying unaudited pro forma consolidated financial statements of Visual Management Systems, Inc. and subsidiaries (formerly Wildon Productions Inc.) (the “Company”) give effect to the (a) merger (the “Merger”) of the Company’s wholly-owned subsidiary, VMS Acquisition Corp., with and into Visual Management Systems Holding, Inc., a New Jersey Corporation (“VMS”) and (b) 1-for-7 reverse split (the “Reverse Split”)of the Company’s common stock, $.01 par value (the “Common Stock”), which become effective on July 9, 2007 as if such transactions had occurred on May 31, 2007 for balance sheet data and March 1, 2006 for Statement of Operations Data.
In connection with the Merger, the Company acquired 100% of the issued and outstanding capital stock of VMS in exchange for 5,218,000 shares of the Company’s Common Stock, and certain holders of Common Stock agreed to cancel 476,429 shares (after giving effect to the Reverse Split) of Common Stock at the time of the Merger. Under the terms of the Merger Agreement, each share of VMS Common Stock outstanding prior to the Merger (10,436,000 shares) was converted into .50 shares of Common Stock at the time of the Merger. As a result, VMS’ former stockholders became the majority shareholders of the Company and VMS became a wholly-owned subsidiary of the Company.
The acquisition of VMS by the Company has been accounted for as a reverse merger because on a post-merger basis, the former VMS shareholders hold a majority of the outstanding shares of the Company’s Common Stock. As a result, VMS was deemed to be the acquirer for accounting purposes.
In the opinion of the Company’s management, the unaudited pro forma consolidated balance sheet and unaudited pro forma statement of loss include all adjustments necessary for the fair presentation of the transactions in accordance with the requirements of the Securities Exchange Commission. The unaudited pro forma consolidated financial statements are prepared for illustrative purposes only and may not be indicative of the financial position or operating results that would have occurred if the transactions had been completed on March 1, 2006. Furthermore, the reported unaudited pro forma consolidated statement of loss is not necessarily indicative of the operating results that may be obtained by the Company.
VISUAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARIES
(FORMERLY WILDON PRODUCTIONS INC.)
PRO-FORMA STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MAY 31, 2007
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| Visual |
| Visual |
| Pro Forma |
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Revenues - net |
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| — |
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| 1,629,589 |
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| 1,629,589 |
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Cost of revenues |
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| — |
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| 816,706 |
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| 816,706 |
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Gross margin |
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| — |
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| 812,883 |
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| 812,883 |
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Operating expenses |
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| 40,094 |
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| 1,584,151 |
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| 1,624,245 |
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Loss from operations |
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| (40,094 | ) |
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| (771,268 | ) |
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| (811,362 | ) |
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Other (income) expenses |
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Debt conversion expense |
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| — |
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| — |
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| — |
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Interest income |
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| — |
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| — |
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| — |
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Interest expense |
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| — |
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| 4,477 |
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| 4,477 |
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Miscellaneous (income) expense |
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| — |
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| — |
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| — |
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| — |
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| 4,477 |
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| 4,477 |
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Net loss |
| $ | (40,094 | ) |
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| (775,745 | ) |
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| (815,839 | ) |
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VISUAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARIES
(FORMERLY WILDON PRODUCTIONS INC.)
PRO-FORMA STATEMENT OF OPERATIONS
FOR THE 12 MONTHS ENDED FEBRUARY 28, 2007
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| Visual |
| Visual |
| Pro Forma |
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Revenues - gross |
| $ |
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Less: deferred revenues |
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discounts |
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Revenues - net |
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| 0 |
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| 4,818,232 |
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| 4,818,232 |
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Cost of revenues |
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| 0 |
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| 2,715,497 |
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| 2,715,497 |
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Gross margin |
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| 0 |
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| 2,102,735 |
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| 2,102,735 |
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Operating expenses |
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| 78,979 |
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| 4,239,662 |
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| 4,318,641 |
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Loss from operations |
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| (78,979 | ) |
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| (2,136,927 | ) |
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| (2,215,906 | ) |
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Other (income) expenses |
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| — |
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Debt conversion expense |
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| 264,990 |
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| 264,990 |
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Interest income |
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| (247 | ) |
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| (247 | ) |
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Interest expense |
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| 55,835 |
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| 55,835 |
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Miscellaneous (income) expense |
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| (1,223 | ) |
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| (1,223 | ) |
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| — |
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| 319,356 |
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| 319,356 |
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Net loss |
| $ | (78,979 | ) |
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| (2,456,283 | ) |
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| (2,535,262 | ) |
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VISUAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARIES
(FORMERLY WILDON PRODUCTIONS INC.)
PRO-FORMA CONSOLIDATING BALANCE SHEET
MAY 31, 2007
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| Visual |
| Visual |
| Pro Forma |
| Pro Forma |
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Assets |
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Current Assets |
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Cash |
| 14,864 |
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| -0 |
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| 14,864 |
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Accounts Receivable |
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| 484,872 |
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| — |
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| 484,872 |
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Intercompany Receivable |
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| — |
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| — |
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Inventory |
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| 717,643 |
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| 717,643 |
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Prepaid Expenses |
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| 50,592 |
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| 50,592 |
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| 14,864 |
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| 1,253,107 |
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| 1,267,971 |
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Property and Equipment - net |
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| 326,934 |
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| 326,934 |
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Equipment Under Capital Leases - net |
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| 26,022 |
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| 26,022 |
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Deposits |
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| 97,957 |
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| 97,957 |
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Intangibles - net |
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| 3,338 |
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| 3,338 |
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| 14,864 |
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| 1,707,358 |
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| 1,722,222 |
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Liabilities and Stockholders’ Deficit |
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Current Liabilities |
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Bank Overdraft |
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| 81 |
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| 81 |
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Accounts Payable |
| 4,120 |
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| 1,709,798 |
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| 1,713,918 |
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Interco Payable |
| — |
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| — |
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| — |
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| — |
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Accrued Expenses |
| 21,012 |
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| 232,521 |
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| 253,533 |
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Deferred Revenues |
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| 62,889 |
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| 62,889 |
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Sales Tax Payable |
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| 52,275 |
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| 52,275 |
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Current Portion of Long-Term Debt |
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| 78,997 |
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| 78,997 |
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Current Portion of Obligations Under Capital Leases |
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| 25,132 |
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| 2,136,561 |
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| 2,161,693 |
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Long-Term Debt - net of current portion |
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| 275,779 |
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| 275,779 |
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Obligations Under Capital Leases - net of current portion |
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| 20,995 |
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| 20,995 |
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Loans Payable Stockholders |
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| 4,622 |
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| 4,622 |
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Stockholders Deficit |
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Common Stock |
| 2,035 |
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| 33,084 |
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| 35,119 |
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Additional Paid-In Capital |
| 111,965 |
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| 3,856,350 |
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| 3,968,315 |
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Treasury Stock |
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| (150,000 | ) |
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| (150,000 | ) |
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Accumulated Deficit |
| (124,268 | ) |
| (4,470,033 | ) |
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| (4,594,301 | ) |
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| (10,268 | ) |
| (730,599 | ) |
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| (740,867 | ) |
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| 14,864 |
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| 1,707,358 |
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| 1,722,222 |
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Pro Forma Adjustments and Assumptions
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| 1. | The following table summarizes the fair value of the assets acquired and liabilities assumed of Wildon Technologies, Inc. |
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Current assets |
| $ | 50,076 |
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Less: liabilities assumed |
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| 20,700 |
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Net assets acquired |
| $ | 29,376 |
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| 2. | The consolidated adjustment is as follows: |
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| Dr. |
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| Cr. |
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Accumulated deficit |
| $ | 29,376 |
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Common stock |
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| 14,250 |
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Common stock |
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| $ | 14,000 |
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Additional paid-in capital |
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| 736,000 |
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Intangibles |
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| 706,374 |
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