EXHIBIT 99.2
UNAUDITED PRO FORMA FINANCIAL DATA
The unaudited pro forma financial data shown on the following pages presents the effects of the merger between IsoRay Medical, Inc. and Century Park Pictures Corporation. Following the guidance of the United States Securities and Exchange Commission (SEC) Training Manual, 2000 Ed. (Division of Corporation Finance) Accounting Disclosure Rules and Practices, 2000 Edition, the merger will be accounted for by a recapitalization of equity.
In accordance with SFAS No. 141, the acquiring entity is to be identified, and the acquisition cost is to be determined. In determining the acquiring entity, all pertinent facts and circumstances of the merger were considered, and in particular:
| · | The relative voting rights in the combined entity after the combination. All else being equal, the acquiring entity is the combining entity whose owners as a group retain or receive the larger portion of the voting rights in the combined entity. As the former shareholders of IsoRay will retain over 70% of the combined voting stock, from this perspective IsoRay is the acquiring entity. |
| · | The composition of the governing body of the combined entity. All else being equal, the acquiring entity is the combining entity whose owners or governing body have the ability to elect or appoint a voting majority of the governing body of the combined entity. As the merger agreement provides for selection of the new Board of Directors by IsoRay from this perspective, IsoRay is the acquiring entity. |
| · | The composition of the senior management of the combined entity. All else being equal, the acquiring entity is the combining entity whose senior management dominates that of the combined entity. Senior management generally consists of the chairman of the board, chief executive officer, chief operating officer, chief financial officer, and those divisional heads reporting directly to the executive committee, if one exists. As senior management of IsoRay will retain equal positions with the parent corporation, from this perspective, IsoRay is the acquiring entity. |
| · | The terms of the exchange of equity securities-all else being equal. The acquiring entity is the combining entity that pays a premium over the market value of the equity securities of the other combining entity or entities. In this reverse triangular merger, the shares of IsoRay will be canceled. Shares of the transitory subsidiary, wholly-owned by Century Park, will be issued for all of the assets acquired and liabilities assumed of IsoRay. These shares, in turn, will be wholly-owned by Century Park whose shareholders will include all the former shareholders of IsoRay, plus the shareholders of Century Park. |
| · | Although IsoRay is considered to be the acquiring entity it will remain a wholly-owned subsidiary of Century Park. IsoRay will not dissolve, only the transitory subsidiary will dissolve. Accordingly, this pro forma balance sheet, and subsequent period financial reports will reflect consolidated balance sheets and results of operations of Century Park and its wholly-owned subsidiary, IsoRay Medical, Inc. |
The unaudited pro forma financial data combines the historical balance sheets and statements of operations of IsoRay Medical, Inc. and Century Park Pictures Corporation, after giving effect to the merger, as if it had occurred on March 31, 2005, and all anticipated transactions in conjunction with the merger had occurred immediately prior to the consolidation.
The Unaudited Pro Forma Condensed Consolidated Balance Sheet at March 31, 2005 gives effect to the merger as if it had occurred at March 31, 2005. The Unaudited Pro Forma Condensed Statement of Operations for the six-month stub period (since the Century Park Pictures Corporation’s fiscal year end, September 30, 2004) and nine-month stub period (since IsoRay Medical, Inc.’s fiscal year end, June 30, 2004) ended March 31, 2005, give effect as though the merger had been consummated at the beginning of those respective stub periods. The comparative Unaudited Pro Forma Condensed Statement of Operations for the year ended September 30, 2004 (Century Park Pictures Corporation’s fiscal year end), and June 30, 2004 (IsoRay Medical, Inc.’s fiscal year end), gives effect as if the merger had been consummated at the beginning of those respective periods. The pro forma adjustments are based upon the assumptions set forth in the notes thereto.
The following pro forma financial data should be read in conjunction with IsoRay Medical Inc.’s audited financial statements as of March 31, 2005, and the notes thereto, which are included with this report as Exhibit 99.1, and the most recent SEC filings of Century Park Pictures Corporation, which are publicly available. The following information is not necessarily indicative of the financial position or operating results that would have occurred had the merger been consummated on the date, or at the beginning of the periods for which the merger is being given effect, nor is it necessarily indicative of future operating results or financial position. The unaudited pro forma financial statements do not purport to project the financial position or results of operations for any future date or period. Furthermore, the unaudited pro forma financial statements do not reflect changes that may occur as the result of post-merger activities and events.
