EXHIBIT 99.2
COMPUPRINT INC.
UNAUDITED PRO FORMA BALANCE SHEET
On May 19, 2005, the Company entered into an agreement and plan of
reorganization (the "Agreement") with Terra Insight Corporation and Subsidiary
("Terra Insight"). Pursuant to the Agreement, the Company acquired Terra Insight
through an exchange of 35,029,980 post-split shares of its common stock for all
of the outstanding common shares of Terra Insight. The shares issued by the
Company to the Terra Insight shareholders constitute approximately 85% of the
Company's common shares outstanding as of May 19, 2005. The "reverse merger"
transaction resulted in the controlling shareholders of Terra Insight becoming
the controlling shareholders of the Company. It is anticipated that the Company
will change its name to Terra Insight Corporation.
Concurrent with the reverse merger transaction, the Company split off all of its
assets and liabilities. The Company also simultaneously increased its authorized
number of common shares from 10,000,000 to 100,000,000, effected a forward stock
split at the ratio of 4.36212 to 1 and sold 2,411,138 post-split shares of
common stock to two accredited investors for gross proceeds of $1,750,000.
The following Unaudited Pro Forma Balance Sheet presents the unaudited combined
financial position of the Company and Terra Insight as if the above transactions
occurred on May 19, 2005. Since the Company was previously inactive with no
operations, a pro forma statement of operations is not included.
The Unaudited Pro Forma Balance Sheet is presented for information purposes only
and does not purport to be indicative of the actual financial position of the
Company had such transactions actually been consummated on such dates, or of the
future financial position or result of operations of the Company which may
result from the consummation of such transactions.
The Unaudited Pro Forma Balance Sheet and the related Note to the Unaudited Pro
Forma Balance Sheet should be read in conjunction with the historical financial
statements of the Company and Terra Insight.
COMPUPRINT, INC.
UNAUDITED PRO-FORMA BALANCE SHEET
MARCH 31, 2005
HISTORICAL
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TERRA INSIGHT PRO-FORMA
CORPORATION ADJUSTMENTS
COMPUPRINT AND ----------- PRO-FORMA
INC. SUBSIDIARY DR CR COMBINED
---- ---------- -- -- --------
ASSETS
------
CURRENT ASSETS
- --------------
Cash 26,763 (e) 1,562,408 1,589,171
Accounts Receivable 250,506 250,506
Deferred Costs 137,560 137,560
Prepaid Expenses and other current assets 509 67,355 (a) 509 33,133
--------- --------- ---------
(e) 34,222
Total Current Assets 509 482,184 2,010,370
--------- --------- ---------
PROPERTY AND EQUIPMENT
- ----------------------
Office Equipment 3,969 3,969
Less: Accumulated Depreciation 151 151
--------- --------- ---------
Net Property and Equipment 0 3,818 3,818
--------- --------- ---------
TOTAL ASSETS 509 486,002 1,562,408 34,731 2,014,188
========= ========= ========= ========= =========
COMPUPRINT, INC.
UNAUDITED PRO-FORMA BALANCE SHEET
MARCH 31, 2005
HISTORICAL
----------
TERRA INSIGHT PRO-FORMA
CORPORATION ADJUSTMENTS
COMPUPRINT AND ----------- PRO-FORMA
INC. SUBSIDIARY DR CR COMBINED
---- ---------- -- -- --------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
- ----------------------------------------------
CURRENT LIABILITIES
- -------------------
Accounts Payable and accrued expenses 32,278 282,989 (a) 32,278 (e) 23,980 306,969
Deferred Revenue 345,250 345,250
Advances from stockholder 408,840 0 (a) 408,840 0
---------- ---------- ----------
Total Current Liabilities 441,118 628,239 652,219
---------- ---------- ----------
STOCKHOLDERS' EQUITY (DEFICIT)
- ------------------------------
Common Stock 389 4,000 (a) 300 (b) 300 4,133
(c) 4,000 (c) 3,503
(e) 241
Additional Paid-in Capital 1,717,919 (b) 300 (a) 440,909 1,504,073
(d) 2,158,917 (c) 497
(e) 1,503,965
Accumulated Deficit (2,158,917) (146,237) (d) 2,158,917 (146,237)
---------- ---------- ---------- ---------- ----------
Total Stockholders' Equity (Deficit) (440,609) (142,237) 2,604,635 4,132,312 1,361,969
---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) 509 486,002 4,167,043 4,167,043 2,014,188
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COMPUPRINT INC.
NOTE TO UNAUDITED PRO FORMA BALANCE SHEET
Note 1
Pro forma adjustments have been made for the following:
a. to record the split off of the Company's net assets;
b. to effect a 4.36212 forward stock split;
c. to record exchange of common stock of Terra Insight Corporation for
common stock of the Company;
d. to eliminate deficit of the Company in connection with the reverse
merger;
e. to record issuance of 2,411,138 common shares to two investors.
Approximately $245,000 of professional fees incurred in connection
with the sale of common stock are netted against the proceeds.
The following summarizes the changes affecting the Company's common stock
outstanding:
Common shares outstanding
-------------------------
Prior to the May 19, 2005 transactions 3,892,277
To effect the split-off (3,000,000)
To effect the 4.36212 split 2,999,943
To effect the reverse merger 35,029,980
To effect the issuance of new shares 2,411,138
----------
After the May 19, 2005 transactions 41,333,338
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