Green Automotive (GACR) 8-K Entry into a Material Definitive Agreement

Exhibit 99.3

GREEN AUTOMOTIVE COMPANY

(Formerly Green Automotive Company Corporation)

Unaudited Pro Forma Condensed Consolidated Financial Statements

On June 28, 2012, Green Automotive Company (“GAC” or the “Company”) entered into a Stock Exchange Agreement (the “Agreement”) with Liberty Electric Cars Ltd., an England and Wales private company limited (“LEC”), and its wholly-owned subsidiary LEC 2 Limited, an England and Wales private company limited (“LEC2” and together with LEC, the “LEC Entities”), under which our wholly-owned subsidiary, Liberty Automotive Group, Inc. (formerly GAC EV Motors Inc.), a Nevada corporation (“LAG”) agreed to purchase 100% of the issued and outstanding securities of LEC Entities in exchange for Thirty Nine Million Seven Hundred Forty Two Thousand One Hundred Seventy Eight (39,742,178) shares of our common stock held by LAG to the LEC Shareholders.  These shares represent approximately Ten percent (8.19%) of the Company’s voting control.  This transaction closed on July 23, 2012.

As part of the Agreement, the Company issued 300,000 shares of restricted preferred stock to two LEC Directors as a covenant not to compete. The preferred shares are fully forfeitable in the event the Directors terminated their employment before the third year anniversary. Additionally, these preferred shares were valued at $5 per share and were recoded as part of purchase price.

The acquisition has been accounted for as a business combination and the Company valued all assets and liabilities acquired at their fair values on the date of acquisition. Accordingly, the assets and liabilities of the acquired entity were recorded at their estimated fair values at the date of the acquisition.

The allocation of the purchase price to assets and liabilities based upon fair value determinations was as follows:

Cash	$	149,497
Notes receivable		212,773
Other current assets		492,174
Property and equipment, net of accum. depreciation		197,469
Intangible asset (covenant not to compete)		1,500,000
Other intangible assets (Technology/IP)		2,233,543
Total assets acquired		4,785,456
Accounts payable and accrued expenses		446,945
Deferred revenue		182,982
Notes payable		625,195
Other		43,225
Total liabilities assumed		1,298,347
Net assets acquired	$	3,487,109

The purchase price consists of the following:

Common Stock (39,742,178 shares valued at $0.05/share)	$	1,987,109
Preferred Stock (300,000 shares valued at $5/share)		1,500,000
Total purchase price	$	3,487,109

The following unaudited pro forma condensed consolidated financial statements have been prepared to give effect to the completed acquisition, which was accounted for as a purchase.

The unaudited pro forma condensed consolidated balance sheet as of December 31, 2011, and the unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2011 and Nine months ended September 30, 2012, are presented herein. The unaudited pro forma condensed consolidated balance sheet was prepared using the historical balance sheets of GAC as of December 31, 2011 and LEC Entities as of December 31, 2011. The unaudited pro forma condensed consolidated statements of operations were prepared using the historical statements of operations of GAC for the year ended December 31, 2011 and Nine months ended September 30, 2012, and the historical statements of operations of LEC Entities for the year ended December 31, 2011 and Nine months ended September 30, 2012.

The unaudited pro forma condensed consolidated balance sheet gives effect to the acquisition as if it had been completed on December 31, 2011, and consolidates the unaudited condensed balance sheets of GAC and the assets acquired from LEC Entities. The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2011 and Nine months ended September 30, 2012 give effect to the acquisition as if it had occurred on January 1, 2011.

The unaudited pro forma condensed consolidated financial statements presented are based on the assumptions and adjustments described in the accompanying notes. The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes and do not purport to represent what the financial position or results of operations actually would have been if the events described above occurred as of the dates indicated or what such financial position or results would be for any future periods. The pro forma information does not reflect cost savings expected to be realized from the elimination of certain expenses and from synergies expected to be created or the costs to achieve such cost savings or synergies.  No assurance can be given that cost savings or synergies will be realized.  The unaudited pro forma condensed consolidated financial statements, and the accompanying notes, are based upon the respective historical consolidated financial statements of GAC and LEC Entities, and should be read in conjunction with GAC’s historical financial statements and related notes contained in GAC’s Annual Report for the year ended December 31, 2011, and LEC Entities’ financial statements presented as Exhibit 99.1 to this Current Report Form 8-K/A.

GREEN AUTOMOTIVE COMPANY

(Formerly Green Automotive Company Corporation)

Unaudited Pro-Forma Condensed Consolidated Balance Sheet

As of December 31, 2011

	Historical				Pro-Forma
	GAC		LEC		Adjustments			Pro-Forma
ASSETS
Current assets
Cash and cash equivalents	$	906	$	35,449				$	36,355
Accounts receivable		-		318,792					318,792
Inventory and supplies		263,489		4,613					268,102
Other assets		36,300		15,312					51,612
Total current assets		300,695		374,166		-			674,861
Property, Plant and Equipment, net		7,699		124,430					132,129
Other assets
Investment		-		378,601					378,601
Intangibles, net		331,267		-		3,733,543	(a)		4,064,810
Total assets	$	639,661	$	877,197	$	3,733,543		$	5,250,401
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued expenses	$	165,445	$	1,605,435				$	1,770,880
Due to related party		452,064		-					452,064
Derivative Liability		1,373,045		-					1,373,045
Notes payable (current)		-		69,539					69,539
Total current liabilities		1,990,554		1,674,974		-			3,665,528
Lease payable (non-current)		-
Total liabilities		1,990,554		1,674,974		-			3,665,528
Stockholders’ deficit
Preferred stock		500		-		300	(b)		800
Common stock		272,750		459		39,283	(b)		312,492
Additional paid in capital		3,997,036		1,912,637		983,087	(b)		6,892,760
Accumulated deficit		(5,621,179)		(2,870,869)		2,870,869	(c)		(5,621,179)
Accumulated other comprehensive income		-		159,996		(159,996)	(c)		-
Total stockholders’ deficit		(1,350,893)		(797,777)		3,733,543			1,584,873
Total liabilities and stockholders’ deficit	$	639,661	$	877,197	$	3,733,543		$	5,250,401

See Accompanying Notes to Unaudited Pro-Forma Condensed Consolidated Financial Statements

GREEN AUTOMOTIVE COMPANY

(Formerly Green Automotive Company Corporation)

Unaudited Pro-Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2011

	Historical				Pro-Forma
	GAC		LEC		Adjustments			Pro-Forma
Revenues	$	-	$	1,163,964				$	1,163,964
Cost of revenues		-		81,876					81,876
Gross Margin		-		1,082,088		-			1,082,088
Operating expenses
Depreciation and amortization		325,220		-		551,343	(d)		876,563
Research and development		-		741,744
General and administrative		1,174,931		1,173,989					2,348,920
Total operating expenses		1,500,151		1,915,733		551,343			3,225,483
Loss from operations		(1,500,151)		(833,645)		(551,343)			(2,143,395)
Other income/(expense)
Gain on disposal of fixed assets	$	9,784	$	-				$	9,784
Change in fair value of derivative liability		(1,373,045)		-					(1,373,045)
Impairment of assets		-		-					-
Other income (expense)		-		160,759					160,759
Interest income (expense)		(63,058)		(2,632)					(65,690)
Total other income/(expense)		(1,426,319)		158,127		-			(1,268,192)
Income tax		-		-
Net loss	$	(2,926,470)	$	(675,518)	$	(551,343)		$	(3,411,587)
Net loss per share (Basic and Diluted)	$	(0.01)						$	(0.01)
Weighted average number of shares		272,380,247				39,742,138	(e)		312,122,385

See Accompanying Notes to Unaudited Pro-Forma Condensed Consolidated Financial Statements

GREEN AUTOMOTIVE COMPANY

(Formerly Green Automotive Company Corporation)

Unaudited Pro-Forma Condensed Consolidated Statement of Operations

For the Nine Months Ended September 30, 2012

	Historical				Pro-Forma
	GAC		LEC		Adjustments			Pro-Forma
Revenues	$	-	$	426,958				$	426,958
Cost of revenues		-		155,306					155,306
Gross Margin		-		271,652		-			271,652
Operating expenses
Depreciation and amortization		212,794		5,721		413,507	(f)		632,022
Research and development		-		6,363
General and administrative		215,643		317,491					533,134
Total operating expenses		428,437		329,575		413,507			1,165,156
Loss from operations		(428,437)		(57,923)		(413,507)			(893,504)
Other income/(expense)
Gain on disposal of fixed assets		-	$	2,076				$	2,076
Change in fair value of derivative liability		(230,254)		-					(230,254)
Impairment of assets		(136,365)		-					(136,365)
Other income (expense)		-							-
Interest income (expense)		(6,460)		-					(6,460)
Total other income/(expense)		(373,079)		2,076		-			(371,003)
Income tax		-		-
Net loss	$	(801,516)	$	(55,847)	$	(413,507)		$	(1,264,507)
Net loss per share (Basic and Diluted)	$	(0.00)						$	(0.00)
Weighted average number of shares		278,427,791				39,742,138	(g)		318,169,929

See Accompanying Notes to Unaudited Pro-Forma Condensed Consolidated Financial Statements

GREEN AUTOMOTIVE COMPANY

(Formerly Green Automotive Company Corporation)

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

Note 1.

Basis of Presentation

The accompanying unaudited pro forma condensed consolidated financial statements present the pro forma results of operations and financial position of GAC and LEC Entities on a combined basis based on the historical financial information of each company and after giving effect to the acquisition of LEC Entities by GAC. The acquisition was recorded using the acquisition method of accounting.

The unaudited pro forma condensed combined consolidated balance sheet as of December 31, 2011 combines the historical results for GAC as of December 31, 2011 and the historical results for LEC Entities as of December 31, 2011, as if the acquisition had occurred on December 31, 2011. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2012, combines the historical results for GAC for the nine months ended September 30, 2012 and the historical results for LEC Entities for the nine months ended September 30, 2012, as if the acquisition had occurred on January 1, 2012. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2011 combines the historical results for GAC for the twelve months ended December 31, 2011 and the historical results for LEC Entities for the twelve months ended December 31, 2011, as if the acquisition had occurred on January 1, 2011.

Note 2.

Pro Forma Adjustments

(a)

To reflect the estimated fair value of identifiable intangible assets acquired in the acquisition.

(b)

To reflect the common stock issued as consideration in the acquisition net of LEC Entities additional paid in capital not acquired in the transaction.

(c)

To reflect the elimination of LEC Entities accumulated deficit and other comprehensive income.

(d)

Represents the amortization and depreciation of $533,363 and $17,980, respectively, related to the fair value of identifiable amortizable intangible assets and fixed assets acquired in the transaction, as if the acquisition had been completed on January 1, 2011.

(e)

To reflect the issuance of 39,742,138 shares of common stock on the date of acquisition.

(f)

Represents the amortization and depreciation of $400,022 and $13,485, respectively, related to the fair value of identifiable amortizable intangible assets and fixed assets acquired in the transaction, as if the acquisition had been completed on January 1, 2012.

(g)

To reflect the issuance of 39,742,138 shares of common stock on the date of acquisition.