EXHIBIT - 99.3
SYSCAN IMAGING, INC.
(FORMERLY KNOWN AS BANKENGINE TECHNOLOGIES, INC.)
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
BANKENGINE
SYSCAN, INC. TECHNOLOGIES INC.
DECEMBER 31 AUGUST 31, PRO FORMA
2003 2003 PRO FORMA COMBINED
(HISTORICAL) (HISTORICAL) ADJUSTMENTS RESULTS
- --------------------------------------------------- ----------- ----------------- ------------------ ----------------
ASSETS
Current assets
Cash and cash equivalents $ 1,019,822 $ 850 $ 1,020,672
Trade receivables, net 2,099,282 - -
Inventories and other current assets 210,366 - 210,366
Due from related parties 2,514,612 - 2,514,612
------------------ ------------------ ----------------
Total current assets 5,844,082 850 5,844,932
Fixed assets, net 10,816 - 10,816
Other assets
Intangible assets 13,493 - 13,493
Long-term investment 997,692 - 997,692
------------------ ------------------ ----------------
Total other assets 1,011,185 - 1,011,185
------------------ ------------------ ----------------
TOTAL ASSETS $ 6,866,083 $ 850 $6,866,933
================== ================== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Trade payables, other payables and accruals $ 412,476 $ - $ 467,476
Due to related parties 1,491,051 - 1,491,051
------------------ ------------------ ----------------
Total current liabilities 1,903,527 55,000 1,958,527
Stockholders' equity
Common stock 25,501,373 19,116 20,859 A 22,771
(17,204) C
(25,501,373) A
Additional paid-in capital - 484,556 (20,859) A 25,424,452
17,204 C
25,501,373 A
(557,822) B
Accumulated deficit (20,538,817) (489,544) 489,544 B (20,538,817)
Accumulated other comprehensive loss - (65,778) 65,778 B -
Treasury stock - (2,500) 2,500 B -
------------------ ------------------ ----------------
Total stockholders' equity (deficiency) 4,962,556 (54,150) 4,908,406
------------------ ------------------ ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,866,083 $ 850 $6,866,933
================== ================== ================
SEE CONDENSED NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS.
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SYSCAN IMAGING, INC.
(FORMERLY KNOWN AS BANKENGINE TECHNOLOGIES, INC.)
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
BANKENGINE
SYSCAN, INC. TECHNOLOGIES, INC.
DECEMBER 31 AUGUST 31, PRO FORMA
2003 2003 COMBINED
(HISTORICAL) (HISTORICAL) RESULTS
------------------ ------------------------ --------------------
NET SALES $ 7,456,782 $ - $ 7,456,782
COSTS OF SALES 5,089,453 - 5,089,453
------------------ ------------------------ --------------------
GROSS PROFIT (LOSS) 2,367,329 - 2,367,329
OPERATING EXPENSES
Selling and marketing expenses 635,966 - 635,966
General and administrative expenses 625,156 - 625,156
Research and development expenses 799,825 - 799,825
------------------ ------------------------ --------------------
Total operating expenses 2,060,947 - 2,060,947
------------------ ------------------------ --------------------
OPERATING EARNINGS (LOSS) 306,382 - 306,382
Other income 529,650 - 529,650
------------------ ------------------------ --------------------
NET EARNINGS BEFORE TAXES 836,032 - 836,032
PROVISION FOR INCOME TAXES 800 - 800
------------------ ------------------------ --------------------
EARNINGS FROM CONTINUING OPERATIONS $ 835,232 - $ 835,232
================== ======================== ====================
EARNINGS PER SHARE - BASIC AND DILUTED $ $ 0.04
835.23
================== ====================
WEIGHTED AVERAGE SHARES OUTSTANDING
BASIC 1,000 D 22,768,503
POTENTIALLY DILUTIVE SHARES - OPTIONS - 60,000
------------------ --------------------
DILUTED 1,000 22,828,503
================== ====================
SEE CONDENSED NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS.
3
SYSCAN IMAGING, INC.
(FORMERLY KNOWN AS BANKENGINE TECHNOLOGIES, INC.)
NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 BASIS OF PRESENTATION
- ----------------------------
The accompanying pro forma condensed consolidated balance sheet and condensed
consolidated income statement give effect to the acquisition of all of the
issued and outstanding shares of Syscan, Inc. ("Syscan") in exchange for
20,859,459 common shares of BankEngine Technologies, Inc. ("BankEngine")
pursuant to a Share Exchange Agreement dated March 29, 2004, effective April 2,
2004. In connection with the consummation of the agreement, a 10:1 reverse split
was effected.
The business combination will be accounted for as a reverse acquisition, with
Syscan being treated as the accounting acquirer and Syscan's historical carrying
value being the carryover basis recognized in the pro forma condensed
consolidated financial statements. The registrant has elected to adopt the
fiscal year end of Syscan and therefore, no transition report will be filed with
the Securities and Exchange Commission. The company's periodic reporting
requirements are now based on the fiscal year of the accounting acquirer,
Syscan, and will resume for the quarter ended June 30, 2004, and will depict the
operating results of the accounting acquirer, including the acquisition of
registrant, from the date of consummation of the merger, April 2, 2004. The pro
forma condensed consolidated financial statements of BankEngine included herein
have been prepared by management in accordance with the accounting principles
generally accepted in the United States of America. They have been prepared from
information derived from the August 31, 2003 audited financial statements of
BankEngine and the December 31, 2003 audited financial statements of Syscan.
The pro forma condensed income statement has been presented using BankEngine's
fiscal year end. Because the fiscal year ends of the entities involved in the
transaction differs from BankEngine's most recent fiscal year end by more than
93 days, Syscan's income statement has not been brought up to within 93 days of
BankEngine's most recent fiscal year end because it is impracticable to do so.
The pro forma condensed consolidated financial statements should be read in
conjunction with the historical financial statements and notes thereto of Syscan
and BankEngine referred to above and included elsewhere in this 8-K/A. The pro
forma condensed consolidated balance sheet gives effect to the acquisition of
Syscan as if it had occurred on August 31, 2003. The pro forma condensed
consolidated income statement gives effect to the acquisition of Syscan as if it
had occurred at the start of the fiscal periods beginning on September 1, 2002
for BankEngine and January 1, 2003 for Syscan. These pro forma financial
statements are not necessarily indicative of the financial position or results
of operations, which would have resulted if the combination and related
transactions had actually occurred on those dates.
NOTE 2 SYSCAN, INC.
- -------------------
Syscan is a California corporation headquartered in San Jose, California, and is
principally engaged in the design, development and marketing of Contact Image
Sensor ("CIS") modules for use in personal computer scanners and fax machines.
The financial statements of Syscan were prepared in accordance with generally
accepted accounting principles in the United States of America.
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NOTE 3 PRO FORMA ADJUSTMENTS
- ----------------------------
The pro forma condensed consolidated balance sheet includes the following pro
forma adjustments:
(A) To record the issuance of 20,859,489 (post-split) common shares of
BankEngine to acquire 100% of the issued and outstanding shares of Syscan.
(B) To retire net equity of BankEngine against additional paid-in capital.
(C) To adjust BankEngine common stock for the reverse stock split.
The pro forma condensed consolidated income statement does not include any
operations for BankEngine because the results of operations for the fiscal year
ended represented Discontinued Operations only, which are not considered in the
preparation of the pro forma condensed income statement pursuant to Rule 11-02
of REG S-X.
(D) Pro-forma loss per share has been calculated using the historical weighted
average number of shares previously reported and amended as if the pro-forma
common shares of BankEngine issued pursuant to the acquisition have been
outstanding since the beginning of the periods.
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