Videolocity International, Inc.
(Formerly Pine View Technologies, Inc.)
Videolocity, Inc.
(Formerly Moviesonline, Inc.)
5th Digit Technologies, LLC
Pro Forma Combined Financial Statements
(Unaudited)
The following summarized, combined, unaudited pro forma balance sheet and
statement of income aggregate: (i) the audited balance sheet and statement of
income of Videolocity International, Inc. (formerly Pine View Technologies,
Inc.), a Nevada corporation (Videolocity International), as of October 31, 2000;
(ii) the audited balance sheet and statement of income of Videolocity, Inc.
(formerly Moviesonline, Inc.), a Nevada corporation (Video), as of October 31,
2000; and (iii) the audited balance sheet of 5th Digit Technologies, LLC, a New
York limited liability company (5th Digit) as of December 31, 2000; after giving
effect to the following two acquisitions as if such acquisitions had been
completed on October 31, 2000:
A. A transaction that was completed on December 4, 2000, wherein
Videolocity International acquired all of the issued and outstanding
shares of Video in exchange for 30,281,250 post-split shares of
Videolocity International, which were issued following a 0.61-for-1
reverse stock split in the issued and outstanding shares of Videolocity
International's common stock. For reporting purposes, the business
combination is treated as an acquisition of Videolocity International
by Video (reverse acquisition) and a recapitalization of Video. The
historical operating statement, prior to October 31, 2000, is that of
Video. Good will was not recognized from the acquisition.
B. A transaction that was completed on December 22, 2000, wherein
Videolocity International acquired all of the issued and outstanding
ownership interests of 5th Digit in exchange for 950,000 shares of
Videolocity International's Series A Voting Preferred Stock. The
historical operating statement, prior to October 31, 2000, is that of
Video. The acquisition of 5th Digit is treated as a purchase resulting
in good will of $1,050,925.
The following pro forma balance sheet and statement of income used management
assumptions as described in the notes to the audited financial statements. All
intercompany transactions have been eliminated. The pro forma combined balance
sheet and statements of income should be read in conjunction with the separate
financial statements and related notes thereto of Videolocity International,
Video, and 5th Digit. The pro forma combined financial statements are not
necessarily indicative of the combined balance sheet and statements of income
which might have existed for the period indicated or the results of operations
as they may be now or in the future.
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VIDEOLOCITY INTERNATIONAL, INC. AND SUBSIDIARIES
COMBINED BALANCE SHEETS
(unaudited)
October 31, 2000
- ---------------------------------------------------------------------------------------------------------------------------------
(Parent)
Videolocity (Subsidiary) (Subsidiary) Combined
International Videolocity Inc. 5th Digit Tech. Adjustments Balance
------------- ---------------- --------------- ----------- -------
ASSETS
CURRENT ASSETS (2) $ 500,000
Cash $ 56,407 $ 346,527 $ 79 (5) (100,000) $ 803,013
-------- --------- -------- -----------
Total Current Assets 56,407 346,527 79 803,013
-------- --------- -------- -----------
OTHER ASSETS 260,656 10,427 271,083
--------- -------- -----------
GOOD WILL (6) 1,050,925 1,050,925
---------
$ 56,407 $ 607,183 $ 10,506 $ 2,125,021
======== ========= ======== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES (5) $(100,000)
Current liabilities $ 2,183 $ 217,737 $108,484 (4) 15,000 $ 243,404
-------- --------- -------- -----------
Total Current Liabilities 2,183 217,737 108,484 243,404
-------- --------- -------- -----------
STOCKHOLDERS' EQUITY
Preferred Stock - series A
950,000 shares authorized and issued
at $1.00 (6) 950,000 950,000
Common Stock
125,000,000 shares authorized at $0.001
par value; 42,786,860 shares outstanding 10,501 1,211 (1) (4,096)
(2) 6,100
(3) 30,282
(5) (1,211) 42,787
Capital in excess of par value 98,150 518,014 (1) 4,096
(2) 493,900
(3) (30,282)
(4) (15,000)
(5) (53,216)
(6) 2,947 1,018,609
Deficit (54,427) (129,779) (97,978) (5) 54,427
-------- --------- -------
(6) 97,978 (129,779)
-----------
Total Stockholders' Equity 54,424 389,446 (97,978) 1,881,617
-------- --------- -------- -----------
$ 56,407 $ 607,183 $ 10,506 $ 2,125,021
======== ========= ======== ===========
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VIDEOLOCITY INTERNATIONAL, INC. AND SUBSIDIARIES
STATEMENT OF OPERATION
(unaudited)
For the Period May 26, 2000
(Date of Inception) to October 31, 2000
- ---------------------------------------------------------------------------------------------------------------------------------
REVENUES $ -
EXPENSES 129,779
----------
NET LOSS $ (129,779)
==========
NET LOSS PER COMMON SHARE
Basic $ (.023)
----------
AVERAGE OUTSTANDING SHARES
Basic 576,750
----------
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ADJUSTMENTS
Pro Forma Adjustments
(1) To record the reverse common stock split of Videolocity
International of 0.61 shares for each outstanding share.
(2) To record the completion of a private placement and the issuance of
6,100,000 post-split common shares of Videolocity International for $500,000
immediately following closing of the business combination with Videolocity,
Inc..
(3) To record the issuance of 30,281,250 post-split shares of
Videolocity International common stock for all outstanding shares of
Videolocity, Inc.
(4) To record the costs incurred by Videolocity International, Inc. and
Videolocity, Inc. in connection with the business combination between such
parties in the estimated amount of $15,000.
(5) Consolidation adjustments.
(6) To record the issuance of 950,000 shares of Series A Voting
Preferred Stock of Videolocity International, Inc., valued at $1.00 per share,
for all ownership interests in 5th Digit Technologies, LLC, and recognizin good
will of $1,050,925.
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