Exhibit 99.3
CONTENTS
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Proforma unaudited consolidated balance sheet at December 31, 2010 | 3 |
Proforma unaudited consolidated statement of operations for the period ended December 31, 2010 | 4 |
Proforma unaudited consolidated balance sheet at March 31, 2011 | 5 |
Proforma unaudited consolidated statement of operations for the three months ended March 31, 2011 | 6 |
UNAUDITED PROFORMA FINANCIAL INFORMATION
In anticipation of the Share Exchange, Visitrade, Inc. changed its name to BlackBox Semiconductor, Inc. As the name change went into effect on January 10, 2011, references in these financial statements are to “BlackBox Semiconductor, Inc.”
The following unaudited pro forma combined balance sheet as of December 31, 2010 combines the audited historical balance sheet of BlackBox Semiconductor, Inc. as of December 31, 2010, and the audited historical balance sheet of BlackBox Semiconductor, Inc., the recently acquired Delaware company (“BlackBox DE”), as of December 31, 2010.. The following unaudited pro forma combined statement of operations for the period ended December 31, 2010 combines the audited historical statement of operations of BlackBox Semiconductor, Inc for the year ended December 31, 2010, and the audited historical statement of operations of BlackBox DE for the period of October 28, 2010 (date of inception) to December 31, 2010, giving effect to the merger as if it had been consummated at the beginning of the period presented. The following unaudited pro forma combined balance sheet as of March 31, 2011 includes the unaudited historical balance sheet of BlackBox Semiconductor, Inc. as of March 31, 2011 and BlackBox DE The following unaudited pro forma combined statement of operations for the three months ended March 31, 2011 includes the unaudited historical statement of operations of BlackBox Semiconductor, Inc. and BlackBox DE for the three months ended March 31, 2011.
The unaudited pro forma combined financial information should be read in conjunction with the audited historical financial statements and related notes of BlackBox Semiconductor, Inc. which are incorporated by reference into this 8-K and the audited historical financial statements and related notes of the subsidiary BlackBox DE, which are included as an exhibit in this 8-K
The unaudited pro forma combined financial information excludes costs associated with the integration and consolidation of the companies.
This unaudited pro forma combined financial information is not necessarily indicative of the operating results and financial position that might have been achieved had the merger occurred as of the beginning of the earliest period presented, nor are they necessarily indicative of operating results and financial position which may occur in the future.
2
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BLACKBOX SEMICONDUCTOR, INC & ITS SUBSIDIARY BLACKBOX SEMICONDUCTOR, INC. |
PRO FORMA CONSOLIDATED - BALANCE SHEETS |
December 31, 2010 |
(UNAUDITED) |
| | | | | | | |
| | | | | | | |
| | | BLACKBOX | | BLACKBOX | | |
| | | SEMICONDUCTOR | | SEMICONDUCTOR | | |
| | | INC. | | INC. | | |
ASSETS | | (Accounting acquiree) | | (Accounting acquirer) | | CONSOLIDATED |
| | | | | | | |
Current assets | | | | | | |
| Cash | $ | - | $ | 1,000 | $ | 1,000 |
Total current assets | | - | | 1,000 | | 1,000 |
| | | | | | | |
Intangible assets, net | | - | | 41,595 | | 41,595 |
| | | | | | | |
TOTAL ASSETS | $ | - | $ | 42,595 | $ | 42,595 |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | |
| | | | | | | |
Current liabilities | | | | | | |
| Due to related parties | $ | 318,000 | $ | 41,998 | $ | 359,998 |
| Accrued interest | | 2,261 | | - | | 2,261 |
| Convertible notes, related parties | | 36,168 | | - | | 36,168 |
Total current liabilities | | 356,429 | | 41,998 | | 398,427 |
| | | | | | | |
TOTAL LIABILITIES | | 356,429 | | 41,998 | | 398,427 |
| | | | | | | |
STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | |
| Preferred stock | | 5,000 | | - | | 5,000 |
| Common stock | | 28,181 | | 1,000 | | 29,181 |
| Additional paid-in capital | | 2,257,988 | | - | | 2,257,988 |
| Deficit accumulated during the development stage | | (2,647,598) | | (403) | | (2,648,001) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | | (356,429) | | 597 | | (355,832) |
| | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ | - | $ | 42,595 | $ | 42,595 |
3
BLACKBOX SEMICONDUCTOR, INC & ITS SUBSIDIARY BLACKBOX SEMICONDUCTOR, INC.
PROFORMA CONSLIDATED - STATEMENTS OF OPERATIONS
For the period ended December 31, 2010
(UNAUDITED)
| | | | | | | |
| | | BLACKBOX | | BLACKBOX | | |
| | | SEMICONDUCTOR | | SEMICONDUCTOR | | |
| | | INC. | | INC. | | |
| | | (Accounting acquiree) | | (Accounting acquirer) | | CONSOLIDATED |
| | | | | | | |
Revenues | | | | | | |
| Net revenues | $ | - | $ | - | $ | - |
Total revenues | | - | | - | | - |
| | | | | | | |
Expenses | | | | | | |
| General and administrative | | 143,650 | | 1 | | 143,651 |
| Professional fees | | 8,000 | | - | | 8,000 |
| Amortization | | - | | 402 | | 402 |
Total operating expenses | | 151,650 | | 403 | | 152,053 |
| | | | | | | |
Other Expenses | | | | | | |
| Interest expense | | (2,261) | | - | | (2,261) |
Total other expenses | | (2,261) | | - | | (2,261) |
| | | | | | | |
Loss from continuing operations | | (153,911) | | (403) | | (154,314) |
| | | | | | | |
Loss before income taxes | | (153,911) | | (403) | | (154,314) |
| | | | | | | |
Provision for income taxes | | - | | - | | - |
| | | | | | | |
Net loss | $ | (153,911) | $ | (403) | $ | (154,314) |
| | | | | | | |
Net loss per common share - basic and diluted | $ | (0.01) | $ | (0.00) | $ | (0.01) |
| | | | | | | |
Weighted average common and common equivalent shares outstanding | | 29,181,400 | | 425,000,000 | | 29,181,400 |
4
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BLACKBOX SEMICONDUCTOR, INC & ITS SUBSIDIARY BLACKBOX SEMICONDUCTOR, INC. |
PRO FORMA CONSOLIDATED - BALANCE SHEETS |
March 31, 2011 |
(UNAUDITED) |
| | | | | | | |
| | | BLACKBOX | | BLACKBOX | | |
| | | SEMICONDUCTOR | | SEMICONDUCTOR | | |
| | | INC. | | INC. | | |
ASSETS | | (Accountin acquiree) | | (Accounting acquirer) | | CONSOLIDATED |
| | | | | | | |
Current assets | | | | | | |
| Cash | $ | - | $ | 19,431 | $ | 19,431 |
Total current assets | | - | | 19,431 | | 19,431 |
| | | | | | | |
Intangible assets, net | | - | | 40,536 | | 40,536 |
| | | | | | | |
TOTAL ASSETS | $ | - | $ | 59,967 | $ | 59,967 |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | |
| | | | | | | |
Current Liabilities | | | | | | |
| Accounts payable | $ | 29,016 | $ | 20,389 | $ | 49,405 |
| Due to related parties | | 56,000 | | 41,998 | | 97,998 |
| Accrued interest | | 509 | | - | | 509 |
| Convertible notes, net of discount, related parties | | 21,298 | | - | | 21,298 |
Total current liabilities | | 106,823 | | 62,387 | | 169,210 |
| | | | | | | |
TOTAL LIABILITIES | | 106,823 | | 62,387 | | 169,210 |
| | | | | | | |
STOCKHOLDERS' DEFICIT | | | | | | |
| Preferred stock | | 5,000 | | - | | 5,000 |
| Common stock | | 108,202 | | 1,000 | | 109,202 |
| Additional paid-in capital | | 2,533,848 | | - | | 2,533,848 |
| Deficit accumulated during the development stage | | (2,753,873) | | (3,420) | | (2,757,293) |
TOTAL STOCKHOLDERS' DEFICIT | | (106,823) | | (2,420) | | (109,243) |
| | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | - | $ | 59,967 | $ | 59,967 |
5
BLACKBOX SEMICONDUCTOR, INC & ITS SUBSIDIARY BLACKBOX SEMICONDUCTOR, INC.
PROFORMA CONSLIDATED - STATEMENTS OF OPERATIONS
For the three months ended March 31, 2011
(UNAUDITED)
| | | | | | | |
| | | BLACKBOX | | BLACKBOX | | |
| | | SEMICONDUCTOR | | SEMICONDUCTOR | | |
| | | INC. | | INC. | | |
| | | (Accounting acquiree) | | (Accounting acquirer) | | CONSOLIDATED |
| | | | | | | |
Revenues | | | | | | |
| Net revenues | $ | - | $ | - | $ | - |
Total revenues | | - | | - | | - |
| | | | | | | |
Expenses | | | | | | |
| General and administrative | | 43,016 | | 1,420 | | 44,436 |
| Professional fees | | 5,000 | | 300 | | 5,300 |
| Amortization | | - | | 1,297 | | 1,297 |
Total operating expenses | | 48,016 | | 3,017 | | 51,033 |
| | | | | | | |
Other Expenses | | | | | | |
| Loss from extinguished debt | | (45,881) | | - | | (45,881) |
| Interest expense | | (12,379) | | - | | (12,379) |
Total other expenses | | (58,260) | | - | | (58,260) |
| | | | | | | |
Loss from continuing operations | | (106,276) | | (3,017) | | (109,293) |
| | | | | | | |
Loss before income taxes | | (106,276) | | (3,017) | | (109,293) |
| | | | | | | |
Provision for income taxes | | - | | - | | - |
| | | | | | | |
Net loss | $ | (106,276) | $ | (3,017) | $ | (109,293) |
| | | | | | | |
Net loss per common share - basic and diluted | $ | (0.00) | $ | (0.00) | $ | (0.00) |
| | | | | | | |
Weighted average common and common equivalent shares outstanding | | 39,989,180 | | 425,000,000 | | 39,989,180 |