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EXHIBIT 3
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DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995
(Unaudited)
The pro forma consolidated balance sheet is presented to show the financial
position of Dimensional Visions Group, Ltd. (Company) as if the acquisition of
InfoPak, Inc. had occurred on June 30, 1995, and the pro forma consolidated
statement of operations as if the acquisition of InfoPak, Inc. had occurred on
July 1, 1994, using the assumptions and adjustments described in the
accompanying notes.
These pro forma consolidated financial statements have been prepared for
comparative purposes only, and do not purport to indicate what necessarily
would have occurred had the acquisition been completed since inception, or what
results may be in the future. The pro forma consolidated financial statements
should be read in conjunction with the historical financial statements and
notes, as presented in the 1995 Annual Form 10-KSB/A for the year ended June
30, 1995.
On September 12, 1995, the Company acquired all of the outstanding capital
stock of InfoPak, Inc., pursuant to a merger agreement dated September 6, 1995.
The Company issued 500,000 shares of Series P Convertible Preferred Stock
valued at $2,750,000 and the issuance of an additional 34,681 shares of Series
P Convertible Preferred Stock relating to the cancellation of Notes and accrued
interest of InfoPak, Inc. and 17,500 shares of Series P Convertible Preferred
Stock relating to certain employees and a consultant of InfoPak, Inc.
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DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1995
(Unaudited)
ASSETS
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- ---------
Current assets
Cash and cash equivalents $ 227,972 $ 275,632(1) $ 503,604
Receivables
Trade 18,690 8,867(1) 27,557
Employee - 44,078(1) 44,078
Inventory 26,453 114,383(1) 140,836
Prepaid suppliers and expenses 43,361 - 43,361
------------ ----------- ------------
Total current assets 316,476 442,960 759,436
------------ ----------- ------------
Equipment and leasehold improvements, net 81,363 42,804(1) 124,167
------------ ----------- ------------
Other Assets
Patent rights and other assets 53,398 96,250(2)
1,140(1) 150,788
Goodwill 2,380,356(1)
190,746(3)
- 36,866(4) 2,607,968
------------ ----------- ------------
53,398 2,705,358 2,758,756
------------ ----------- ------------
Total assets $ 451,237 $ 3,191,122 $ 3,642,359
============ =========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities
Notes payable
Employees $ - $ 73,729(1) $ 73,729
Other 50,000 - 50,000
Accounts payable, accrued expenses and 36,866(4)
other liabilities 404,489 43,531(1) 484,886
------------ ----------- ------------
Total Current Liabilities 454,489 154,126 608,615
------------ ----------- ------------
Long term debt
Secured notes 1,837,000 - 1,837,000
Accrued interest payable 210,741 - 210,741
------------ ----------- ------------
2,047,741 - 2,047,741
------------ ----------- ------------
Stockholders' equity (deficiency)
Preferred stock 772,500 10,000,000(1)
350,000
693,620 11,816,120
Common stock 16,936 - 16,936
Additional paid-in capital 11,881,927 (7,250,000)(1)
(253,750)(2)
(502,874)(3) 3,875,303
Deficit (14,722,356) - (14,722,356)
------------ ----------- ------------
Total stockholders' equity (deficiency) ( 2,050,993) 3,036,996 986,003
------------ ----------- ------------
Total liabilities and stockholders equity (deficiency) $ 451,237 $ 3,191,122 $ 3,642,359
============ =========== ============
The accompanying notes to pro forma consolidated financial statements
are an integral part of this statement.
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DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995
(Unaudited)
(1) Represents the acquisition of the net assets of InfoPak, Inc. on
September 12, 1995, the issuance of 500,000 shares of Series P
Convertible Preferred Stock and the recording of Goodwill resulting from
the excess purchase price over the value of the net assets acquired.
(2) Represents the issuance of 17,500 shares of Series P Convertible
Preferred Stock in connection with employment and consulting contract
signing bonuses to certain employees and a consultant to InfoPak, Inc.
(3) Represents the issuance of 34,681 shares of Series P Convertible
Preferred Stock in connection with the cancellation of debt and related
accrued interest due to certain shareholders of InfoPak, Inc.
(4) Represents legal fees in connection with the merger agreement dated
September 6, 1995.
(5) Represents the elimination of royalty fees and interest expense which
would not be incurred by the Company to operate InfoPak, Inc.
(6) Represents the amortization of the deferred compensation expense (signing
bonuses) over the three year term of the employment contracts, and two
year term of the consulting contract.
(7) Represents amortization of Goodwill over a period of five years.
(8) Represents the pro forma results of operations of InfoPak, Inc. for 12
monthly periods from July 1, 1994 through June 30, 1995.