ForceField Energy 8K/A Financial Statements and Exhibits | FNRG 2 Jan 15

Exhibit 99.3

FORCEFIELD ENERGY INC AND ESCO ENERGY SERVICES COMPANY

Unaudited Pro Forma Consolidated Balance Sheets

September 30, 2014

	ForceField			ESCO Energy
	Energy			Services Co.			Adjustment(s)			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	511,156		$	183,461		$	(135,805	) (a)(f)	$	558,812
Accounts and contracts receivable, net		2,202,461			2,428,593			-			4,631,054
Costs and estimated earnings in excess of billings on uncompleted contracts		-			1,021,021			-			1,021,021
Inventory, net		627,914			-			-			627,914
Deferred tax assets, net		13,804			-			-			13,804
Prepaid expenses and other current assets		624,847			48,023			-			672,870
Total current assets		3,980,182			3,681,098			(135,805	)		7,525,475
Property and equipment, net		34,637			145,045			-			179,682
Goodwill		3,860,054			-			12,245,903	(a)(b)(e)		16,105,957
Intangible assets, net		3,483,825			-			-			3,483,825
Other assets		110,964			5,182			-			116,146
Total assets	$	11,469,662		$	3,831,325		$	12,110,098		$	27,411,085
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	1,643,982		$	1,090,977		$	425,000	(a)	$	3,159,959
Billings in excess of costs and estimated earnings on uncompleted contracts		-			133,248			-			133,248
Line of credit		-			1,470,805			(1,470,805	) (c)		-
Loans payable, current portion		130,000			12,653			-			142,653
Convertible debentures, current portion		100,000			-			-			100,000
Purchase consideration payable -- working capital adjustment		240,684			-			-			240,684
Senior, secured promissory notes, current portion net of loan discounts		979,594			-			2,075,000	(a)(f)		3,054,594
Related party payable		-			475,000			-			475,000
Income taxes payable		28,887			3,781			-			32,668
Total current liabilities		3,123,147			3,186,464			1,029,195			7,338,806
Loans payable		-			13,494			-			13,494
Convertible debentures, net of loan discounts		2,501,557			-			-			2,501,557
Earnout liability		1,186,000			-			5,000,000	(b)		6,186,000
Senior, secured promissory notes, net of loan discounts		-			-			2,075,000	(a)		2,075,000
Deferred tax liabilities, net		377,334			-			-			377,334
Other noncurrent liabilities		45,355			-			425,000	(a)		470,355
Total liabilities		7,233,393			3,199,958			8,529,195			18,962,546
Commitments and contingencies		-			-			-			-
Equity:
ForceField Energy Inc. stockholders' equity:
Common stock		18,013			1,000			(246	) (a)(d)(f)		18,767
Common stock held in treasury, at cost		(1,166,071	)		-			-			(1,166,071	)
Additional paid-in capital		21,545,551			3,094,898			1,116,618	(a)(d)(f)		25,757,067
Accumulated deficit		(16,230,032	)		(2,464,531	)		2,464,531	(d)		(16,230,032	)
Accumulated other comprehensive income		17,932			-			-			17,932
Total ForceField Energy Inc. stockholders' equity		4,185,393			631,367			3,580,903			8,397,663
Noncontrolling interests		50,876			-			-			50,876
Total equity		4,236,269			631,367			3,580,903			8,448,539
Total liabilities and equity	$	11,469,662		$	3,831,325		$	12,110,098		$	27,411,085

(a) To record the purchase of ESCO Energy Service Company ("ESCO"). As consideration, ForceField Energy Inc. ("Company") agreed to (i) pay $1,000,000 in cash; (ii) issue 454,545 unregistered shares of the Company's common stock (at a per share price of a $6.33); (iii) issue two secured promissory notes for an aggregate of $3,150,000 in senior, secured promissory notes delivered to the former stockholder of ESCO, and (iv) pay the Company’s employees that received Employee Shares an aggregate amount of $850,000 (of which $425,000 is payable upon the maturity of the $2.075 million note, and the remaining $425,000 is payable upon the maturity of the $1.075 million note).

(b) To record a liability for the full effect of contingent additional purchase consideration, as defined in the Share Exchange Agreement dated October 17, 2014. The determination of

the earnout liability is preliminary and subject to change upon completion of an independent valuation study.

(d) To adjust the pre-acquisition equity of ESCO.

(e) The determination of goodwill is preliminary and subject to change in accordance with FASB ASC Topic 850, Business Combinations upon completion of an independent valuation study. Separately identifiable intangible assets may be determined to exist that may require amortization expense to be recognized in future periods.

(f) To record debt and equity financing obtained to effectuate the transaction. ForceField issued a $1,000,000 unsecured promissory note and received gross proceeds of $1,335,000 from the sale of 137,000 shares of common stock and exercise of 162,500 common stock purchase warrants.

FORCEFIELD ENERGY INC AND ESCO ENERGY SERVICES COMPANY

Unaudited Pro Forma Consolidated Statements of Operations and Comprehensive Loss

For the Nine Months Ended September 30, 2014

	ForceField			ESCO Energy
	Energy (a)			Services Co.			Adjustment(s)			Consolidated

Revenue	$	4,563,015		$	7,707,459		$	-		$	12,270,474
Cost of revenue		3,258,014			5,147,780			-			8,405,794
Gross margin		1,305,001			2,559,679			-			3,864,680
Operating expenses:
Depreciation and amortization		255,990			22,252			-			278,242
Selling and marketing		535,882			32,693			-			568,575
General and administrative		2,150,527			1,696,796			-			3,847,323
Professional fees		585,658			114,954			-			700,612
Total operating expenses		3,528,057			1,866,695			-			5,394,752
Income (loss) from operations		(2,223,056	)		692,984			-			(1,530,072	)
Other income (expense)
Interest expense, net		(174,878	)		(40,771	)		(157,436	) (b)(c)		(373,085	)
Total other income (expense)		(174,878	)		(40,771	)		(157,436	)		(373,085	)
Income (loss) before income taxes		(2,397,934	)		652,213			(157,436	)		(1,903,157	)
Provision for income taxes (benefit)		(3,771	)		116			-			(3,655	)
Net income (loss)		(2,394,163	)		652,097			(157,436	)		(1,899,502	)
Less: Accretion of preferred stock		31,054			-			-			31,054
Less: Net income (loss) attributable to noncontrolling interests		(47,136	)		-			-			(47,136	)
Net income (loss) attributable to ForceField Energy Inc. stockholders	$	(2,378,081	)	$	652,097		$	(157,436	)	$	(1,883,420	)

Basic and diluted earnings (loss) per common share attributable to ForceField Energy Inc. stockholders:
Net loss attributable to ForceField Energy Inc. stockholders	$	(0.15	)							$	(0.11	)

Weighted-average number of common shares outstanding:
Basic and diluted		16,201,792						754,045			16,955,837

Comprehensive loss:
Net income (loss)	$	(2,394,163	)	$	652,097		$	(157,436	)	$	(1,899,502	)
Foreign curreny translation adjustment		(2,366	)		-			-			(2,366	)
Comprehensive income (loss)		(2,396,529	)		652,097			(157,436	)		(1,901,868	)
Comprehensive income (loss) attributable to noncontrolling interests		(47,136	)		-			-			(47,136	)
Comprehensive income (loss) attributable to ForceField Energy Inc. stockholders	$	(2,349,393	)	$	652,097		$	(157,436	)	$	(1,854,732	)

(a) Represents the combined total of the Registrant's sucessor (January 1 through April 25, 2014) and predecessor (April 26, 2014 through September 30, 2014) periods for the nine months ended September 30, 2014.

(b) To record interest expense related to the aggregate $3,150,000 in senior, secured promissory notes issued to the former stockholder of ESCO Energy Services Company.

(c) To record interest expense related to the $1,000,000 unsecured promissory notes issued to to raise proceeds towards the transaction's closing.

FORCEFIELD ENERGY INC AND ESCO ENERGY SERVICES COMPANY

Unaudited Pro Forma Consolidated Statements of Operations and Comprehensive Income

For the Year Ended December 31, 2013

	ForceField		ESCO Energy
	Energy (a)		Services Co.			Adjustment(s)			Consolidated

Revenue	$	7,123,458	$	6,630,893		$	-		$	13,754,351
Cost of revenue		4,197,958		4,527,750			-			8,725,708
Gross margin		2,925,500		2,103,143			-			5,028,643
Operating expenses:
Depreciation and amortization		10,207		18,515			-			28,722
Selling and marketing		735,071		32,671			-			767,742
General and administrative		1,590,610		1,664,416			-			3,255,026
Professional fees		26,365		112,031			-			138,396
Total operating expenses		2,362,253		1,827,633			-			4,189,886
Income (loss) from continuing operations before other income (expense) and income taxes		563,247		275,510			-			838,757
Other income (expense)
Interest expense, net		10,893		(35,736	)		(209,915	) (b)(c)		(234,758	)
Total other income (expense)		10,893		(35,736	)		(209,915	)		(234,758	)
Income (loss) from continuing operations before income taxes		574,140		239,774			(209,915	)		603,999
Provision for income taxes (benefit)		237,134		(1,587	)		-			235,547
Net income (loss)		337,006		241,361			(209,915	)		368,452
Less: Accretion of preferred stock		139,436		-			-			139,436
Net income (loss) attributable to ForceField Energy Inc. stockholders	$	197,570	$	241,361		$	(209,915	)	$	229,016

Basic earnings per common share attributable to ForceField Energy Inc. stockholders:
Net income attributable to ForceField Energy Inc. stockholders	$	0.01							$	0.01

Diluted earnings per common share attributable to ForceField Energy Inc. stockholders:
Net income attributable to ForceField Energy Inc. stockholders	$	0.01							$	0.01

Weighted-average number of common shares outstanding:
Basic		16,291,566					754,045			17,045,611
Diluted		16,913,665					754,045			17,667,710

Comprehensive income:
Net income (loss)	$	337,006	$	241,361		$	(209,915	)	$	368,452
Foreign curreny translation adjustment		-		-			-			-
Comprehensive income (loss)		337,006		241,361			(209,915	)		368,452
Comprehensive income (loss) attributable to ForceField Energy Inc. stockholders	$	337,006	$	241,361		$	(209,915	)	$	368,452

(a) Represents the Registrant's predecessor (January 1 through December 31, 2014) period for the year ended December 31, 2013.
(b) To record interest expense related to the aggregate $3,150,000 in senior, secured promissory notes issued to the former stockholder of ESCO Energy Services Company.

(c) To record interest expense related to the $1,000,000 unsecured promissory notes issued to to raise proceeds towards the transaction's closing.

ForceField Energy (FNRG) 8-K/AFinancial Statements and Exhibits