Xhibit 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.3

Xhibit Corp. and Subsidiaries

Unaudited Pro Forma Condensed Combined Balance Sheet

March 31, 2013

				SHC			Pro Forma			Pro Forma
	Xhibit Corp.			Parent Corp.			Adjustments			Combined
ASSETS
Current assets:
Cash	$	80,244		$	15,788,761		$	-		$	15,869,005
Receivables, net		1,355,429			5,414,131						6,769,560
Inventories					16,493,006						16,493,006
		2,083			1,447,108						1,449,191
Total current assets		1,437,756			39,143,006			-			40,580,762
Property and equipment, net		1,456,795			4,993,398						6,450,193
Intangible assets, net		2,597,748			9,679,096			(9,679,096)	(A)		44,728,099
					-			42,130,351	(B)		-
Other assets		32,731			146,593						179,324
Total Assets	$	5,525,030		$	53,962,093		$	32,451,255		$	91,938,378
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,549,038		$	19,518,969		$	-		$	21,068,007
Accounts payable - related parties		19,141			-						19,141
Accrued expenses		-			1,482,721						1,482,721
Accrued interest - related parties		1,498									1,498
Accrued payroll and related expenses		-			449,715						449,715
Customer deposits		-			34,652,567						34,652,567
Current maturities of long-term debt		-			4,809,375						4,809,375
Notes payable - related parties		340,000			-						340,000
Deferred revenue		188,138			-						188,138
Deferred lease incentive - current portion		123,203			-						123,203
Total current liabilities		2,221,018			60,913,347			-			63,134,365
Non-current liabilities:
Deferred rent liability		247,622			-			-			247,622
Deferred lease incentive - non-current portion		585,212			-			-			585,212
Total liabilities		3,053,852			60,913,347			-			63,967,199
SHAREHOLDERS' EQUITY
Common stock		6,744			10			(10)	(C)		11,188
								4,444	(B)		-
Additional paid-in-capital		4,813,100			33,221,396			(33,221,395)	(C)		30,308,657
								25,495,556	(B)
Accumulated deficit		(2,348,666	)		(40,172,660	)		40,172,660	(C)		(2,348,666	)
Total stockholders' equity		2,471,178			(6,951,254	)		32,451,255			27,971,179
Total liabilities and shareholders's equity	$	5,525,030		$	53,962,093		$	32,451,255		$	91,938,378

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Xhibit Corp. and Subsidiaries

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Three Months Ended March 31, 2013

				SHC			Pro Forma			Pro Forma
	Xhibit Corp.			Parent Corp.			Adjustments			Combined
Revenues:
Net merchandise sales	$	-		$	10,897,586		$	-		$	10,897,586
Placement fees					3,400,623						3,400,623
Internet marketing services		1,502,279			-						1,502,279
		2,256,845			-						2,256,845
Gift cards and other					2,721,873						2,721,873
Other					-						-
Total revenues		3,759,124			17,020,082			-			20,779,206
Cost of goods sold		2,626,349			9,377,688						12,004,037
Gross profit		1,132,775			7,642,394			-			8,775,169
Operating expenses:
Catalog expenses					1,918,182						1,918,182
Selling expenses		508,753			3,096,565						3,605,318
Customer service and fulfillment					748,399						748,399
General and administrative		1,347,539			3,798,339						5,145,878
Depreciation and amortization					174,979			998,250	(D)		1,173,229
Research and development		271,566			-						271,566
Total operating expenses		2,127,858			9,736,464			998,250			12,862,572
Loss from operations		(995,083	)		(2,094,070	)		(998,250	)		(4,087,403	)
Non-operating expenses:
Interest expense		8,195			23,092						31,287
Other expense					-			-
Loss on debt coversion		66,431									66,431
Loss before income taxes		(1,069,709	)		(2,117,162	)		(998,250	)		(4,185,121	)
Income tax provision (benefit)											-
Net loss	$	(1,069,709	)	$	(2,117,162	)	$	(998,250	)	$	(4,185,121	)
Basic and diluted income/(loss) per share	$	(0.02	)							$	(0.04	)
Basic and diluted shares		67,422,314						44,440,000			111,862,314

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Xhibit Corp. and Subsidiaries

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2012

				SHC			Pro Forma			Pro Forma
	Xhibit Corp.			Parent Corp.			Adjustments			Combined
Revenues:
Net merchandise sales	$	-		$	60,469,155		$	-		$	60,469,155
Placement fees		-			17,879,980						17,879,980
Internet marketing services		9,772,966			-						9,772,966
		-			13,784,598						13,784,598
Total revenues		9,772,966			92,133,733			-			101,906,699
Cost of goods sold		4,686,384			52,226,441						56,912,825
Gross profit		5,086,582			39,907,292			-			44,993,874
Operating expenses:
Catalog expenses		-			8,979,674						8,979,674
Selling expenses		1,061,470			14,063,200						15,124,670
Customer service and fulfillment		-			3,311,974						3,311,974
General and administrative		3,787,342			14,864,521			(521,560)	(E)		18,130,303
Depreciation and amortization					681,117			3,993,000	(D)		4,674,117
Research and development		576,504			-						576,504
Total operating expenses		5,425,316			41,900,486			3,471,440			50,797,242
Loss from operations		(338,734	)		(1,993,194	)		(3,471,000	)		(5,803,368	)
Non-operating expenses:
Gain from debt restructuring		-			(11,595,939	)		11,595,939	(F)		-
Interest expense		56,265			715,674						771,939
Interest income		-			(576	)					(576	)
Non-cash interest expense for amortization of  deferred financing costs		-			-						-
		-			360,632						360,632
Other (income) / expense		(689	)		21,327						20,638
Loss before income taxes		(394,310	)		8,505,688			(15,067,379	)		(6,956,001	)
Income tax provision (benefit)		-			(723,333	)		723,333	(G)		-
Net loss	$	(394,310	)	$	9,229,021		$	(15,790,712	)	$	(6,956,001	)
Basic and diluted income/(loss) per share	$	(0.01	)							$	(0.06	)
Basic and diluted shares		67,001,730						44,440,000			111,441,730

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1.   Basis of Pro Forma Presentation

 The Unaudited Pro Forma Condensed Combined Financial Statements and explanatory notes give effect to the combination of Xhibit Corp. (Xhibit) and SHC Parent Corp. (SHC). The acquisition was accounted for under the purchase method of accounting.

 The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2012 gives effect to the acquisition as if it had occurred on January 1, 2012.  The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2013 gives effect to the acquisition as if it had occurred on January 1, 2012.  The unaudited pro forma condensed combined balance sheet gives effect to the acquisition as if it had occurred on March 31, 2013.

 The unaudited pro forma condensed combined financial statements are based on the historical financial statements of Xhibit and SHC after giving effect to the acquisition, as well as the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the consolidated results of operations or financial position of the Company that would have been reported had the acquisition been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial position of the Company. This information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements, the historical consolidated financial statements and accompanying notes of Xhibit’s’ annual report filed on Form 10-K for the year ended December 31, 2012, filed on April 16, 2013, and the financial statements of SHC included as Exhibit 99.1 in this Current Report on Form 8-K/A.

2.   Preliminary Purchase Price Allocation

While the pro formas in the balance sheet assume a valuation as of March 31, 2013, the table below assumes a valuation as of the effective date of the merger or May 16, 2013.  While the market valuation of the acquisition was $227,660,000 or 44,440,000 shares at a price of $4.00 per share plus assumption of liabilities of $49,900,000, the independent valuation firm retained by Xhibit valued the 44,440,000 shares at a price of approximately $0.5738 per share and with assumption of liabilities put the total at $75,440,000 as of May 16, 2013

 The preliminary purchase price allocation is as follows:

Current Assets	$	27,300,000
Non-Current Assets		5,500,000
Intangibles		42,600,000
Liabilities Assumed		(49,900,000	)
Total Purchase Price	$	25,500,000

 The Company is still in the process of evaluating the fair value of the assets acquired and the liabilities assumed in order to make a final determination of the excess purchase price, including allocation to the intangibles other than goodwill. Accordingly, the purchase accounting information is preliminary and has been made solely for the purpose of developing such pro forma condensed combined financial information. Based on current information, the preliminary determination of the cost in excess of the net assets acquired and the allocation to goodwill and intangible assets should not materially differ from the final determination.

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3.  Pro Forma Adjustments

 The following pro forma adjustments are included in the unaudited pro forma condensed combined financial statements:

 (A)  To reflect the removal of the intangible assets of SHC Parent Corp. associated with its acquisition in 2012.

 (B)  To reflect the preliminary allocation of the purchase price to intangible assets and goodwill in exchange for 44,440,000 shares of Xhibit Corp. common stock. The value of the stock issued was determined to be approximately $25.5 million.

 (C)  To reverse the historical equity accounts of SHC Parent Corp.

 (D)  To reflect the removal of historical depreciation and amortization related to SHC Parent Corp.’s existing finite-lived intangible assets and reflect the amortization expense related to the acquired finite-lived intangible assets.

 (E)  To eliminate the expenses associated with SHC Parent Corp.’s acquisition in 2012.

 (F)  To eliminate the gain on the restructuring of debt associated with SHC Parent Corp.’s acquisition in 2012.

 (G)  To eliminate the tax benefit associated with SHC Parent Corp.’s conversion from a C Corp. to an S Corp in 2012 related to the acquisition of SHC Parent Corp. in 2012.