Exhibit 99.3
INZON CORPORATION
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
FOR YEAR ENDED SEPTEMBER 30, 2012
The transaction is an acquisition in which the shareholders of AVC Acquisition Corp. obtained the majority of the issued and outstanding share after the transaction. Accordingly, the following unaudited pro forma consolidated financial statements (“pro forma statements”) give effect to the acquisition by InZon Corporation ("InZon ") of AVC Acquisition Corporation (“AVC”) based on the estimates and assumptions set forth herein and in the notes to such statements.
On May 17, 2012, AVC and InZon entered into an agreement and plan of merger.
The Agreement provides for the merger of InZon and AVC, whereby the shareholders of AVC will receive 15,834,192 shares (96% of the post-merger shares outstanding) of InZon in exchange for 50,000 shares of AVC, which represents 100% of the outstanding shares of AVC.
The following unaudited pro forma financial information gives effect to the above transaction. The unaudited pro forma financial information was based on AVC unaudited financial statements for period from inception to September 30, 2012 and InZon’s audited consolidated financial statements for the year ended September 30, 2012. The unaudited pro forma consolidated financial information and accompanying notes should be read in conjunction with the historical financial statements and the related notes thereto of InZon and AVC.
The unaudited pro forma consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the transaction had been consummated at the dates indicated, nor is it necessarily indicative of the future operating results of financial position of the consolidated companies.
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INZON CORPORATION
UNAUDITED PROFORMA CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2012
InZon | AVC | Adjustments | Consolidated | |||||||||||||
ASSETS | ||||||||||||||||
Current Assets | ||||||||||||||||
Cash | $ | – | $ | 5,002,812 | $ | – | $ 5,002,812, | |||||||||
Total Current Assets | 5,002,812 | – | 5,002,812 | |||||||||||||
Total Assets | $ | – | $ | 5,002,812 | $ | – | $ | 5,002,812 | ||||||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||||||||||
Current Liabilities: | ||||||||||||||||
Accrued expenses | $ | – | $ | 2,800 | $ | – | $ | 2,800 | ||||||||
Notes payable | 40,000 | – | – | 40,000 | ||||||||||||
Liability- judgments | 579,798 | – | 579,798 | |||||||||||||
Note payable- related party | – | 4,957,756 | – | 4,957,756 | ||||||||||||
Total current liabilities | 619,798 | 4,960,556 | – | 5,580,354 | ||||||||||||
Total liabilities | 619,798 | 4,960,556 | – | 5,580,354 | ||||||||||||
Stockholders’ Deficit: | ||||||||||||||||
Common stock, $0.001 par value; 500,000,000 shares authorized; 16,493,950 shares issued and outstanding | 16,494 | 50,000 | (50,000) | (1) | 16,494 | |||||||||||
Additional paid-in capital | 7,733,665 | – | 42,256 | (1) | 7,775,921 | |||||||||||
Deferred stock based compensation | (354,000 | ) | – | – | (354,000 | ) | ||||||||||
Accumulated deficit | (8,015,957 | ) | (7,744 | ) | 7,744 | (2) | (8,015,957 | ) | ||||||||
Total stockholders’ deficit | (619,798 | ) | (42,256 | ) | – | (577,542 | ) | |||||||||
Total liabilities and stockholders’ deficit | $ | – | $ | 5,002,812 | – | 5,002,812 |
Transaction adjustments:
1. | Adjustments within equity to present the exchange in the merger of all the outstanding shares of AVC common stock for 15,834,192 shares of InZon common stock. |
2. | Elimination of AVC accumulated deficit. |
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INZON CORPORATION
UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
AS OF SEPTEMBER 30, 2012
InZon | AVC | Adjustments | Consolidated | |||||||||||||
Revenue | $ | – | $ | – | $ | – | $ | – | ||||||||
General and administrative expenses | 143,657 | 7,744 | – | 151,401 | ||||||||||||
Operating loss | (143,657 | ) | (7,744 | ) | – | (151,401 | ) | |||||||||
Other expense | ||||||||||||||||
Interest expense | (8,597 | ) | – | – | (8,597 | ) | ||||||||||
Other expense | (8,597 | ) | – | – | (8,597 | ) | ||||||||||
Net loss | $ | (152,254 | ) | $ | (7,744 | ) | $ | – | $ | (159,254 | ) | |||||
Net loss per share, basic and diluted | $ | (0.23 | ) | $ | (0.15 | – | $ | (0.01 | ) | |||||||
Weighted average number of shares outstanding | 659,758 | (1) | 50,000 | 15,834,192 | (2) | 16,493,950 | (1) |
1. | The weighted average number of ordinary shares is based on each company’s ordinary shares outstanding during the period. The weighted average number of ordinary shares for the consolidated company is based on the shares outstanding in InZon plus the shares that have been issued in the transaction. | |
2. | The weighted average number of ordinary shares as an adjustment is based on the shares that have been issued in the transaction. |
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INZON CORPORATION
UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
AS OF SEPTEMBER 30, 2011
InZon | AVC | Adjustments | Consolidated | |||||||||||||
Revenue | $ | – | $ | – | $ | – | $ | – | ||||||||
General and administrative expenses | 20,000 | – | – | 20,000 | ||||||||||||
Operating loss | (20,000 | ) | – | – | (20,000 | ) | ||||||||||
Other expense | ||||||||||||||||
Interest expense | (16,152 | ) | – | – | (16,152 | ) | ||||||||||
Other expense | (16,152 | ) | – | (16,152 | ) | |||||||||||
– | ||||||||||||||||
Net loss | $ | (36,152 | ) | $ | – | $ | – | $ | (36,152 | ) | ||||||
Net loss per share, basic and diluted | $ | (0.05 | ) | $ | 0.00 | – | $ | (0.00 | ) | |||||||
Weighted average number of shares outstanding | 659,758 | (1) | 50,000 | 15,834,192 | (2) | 16,393,950 | (1) |
1. | The weighted average number of ordinary shares is based on each company’s ordinary shares outstanding during the period. The weighted average number of ordinary shares for the consolidated company is based on the shares outstanding in InZon plus the shares that have been issued in the transaction. | |
2. | The weighted average number of ordinary shares as an adjustment is based on the shares that have been issued in the transaction. |
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