EXHIBIT 99.3
VISUAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARIES
(FORMERLY WILDON PRODUCTIONS INC.)
PRO-FORMA FINANCIAL STATEMENTS
AS OF AND FOR
THE 12 MONTHS ENDED FEBRUARY 28, 2007
VISUAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARIES
(FORMERLY WILDON PRODUCTIONS INC.)
PRO-FORMA FINANCIAL STATEMENTS
The accompanying unaudited pro forma consolidated financial statements
of Visual Management Systems, Inc. and subsidiaries (formerly Wildon Productions
Inc.) (the "Company") give effect to the (a) merger (the "Merger") of the
Company's wholly-owned subsidiary, VMS Acquisition Corp., with and into Visual
Management Systems Holding, Inc., a New Jersey Corporation ("VMS") and (b)
1-for-7 reverse split (the "Reverse Split")of the Company's common stock, $.01
par value (the "Common Stock"), which become effective on July 9, 2007 as if
such transactions had occurred on February 28, 2007 for balance sheet data and
November 1, 2006 for Statement of Operations Data.
In connection with the Merger, the Company acquired 100% of the issued
and outstanding capital stock of VMS in exchange for 5,218,000 shares of the
Company's Common Stock, and certain holders of Common Stock agreed to cancel
476,429 shares (after giving effect to the Reverse Split) of Common Stock at the
time of the Merger. Under the terms of the Merger Agreement, each share of VMS
Common Stock outstanding prior to the Merger (10,436,000 shares) was converted
into .50 shares of Common Stock at the time of the Merger. As a result, VMS'
former stockholders became the majority shareholders of the Company and VMS
became a wholly-owned subsidiary of the Company.
The acquisition of VMS by the Company has been accounted for as a
reverse merger because on a post-merger basis, the former VMS shareholders hold
a majority of the outstanding shares of the Company's Common Stock. As a result,
VMS was deemed to be the acquirer for accounting purposes.
In the opinion of the Company's management, the unaudited pro forma
consolidated balance sheet and unaudited pro forma statement of loss include all
adjustments necessary for the fair presentation of the transactions in
accordance with the requirements of the Securities Exchange Commission. The
unaudited pro forma consolidated financial statements are prepared for
illustrative purposes only and may not be indicative of the financial position
or operating results that would have occurred if the transactions had been
completed on March 1, 2006. Furthermore, the reported unaudited pro forma
consolidated statement of loss is not necessarily indicative of the operating
results that may be obtained by the Company.
VISUAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARIES
(FORMERLY WILDON PRODUCTIONS INC.)
PRO-FORMA STATEMENT OF OPERATIONS
FOR THE 12 MONTHS ENDED FEBRUARY 28, 2007
- -------------------------------------------------------------------------------------------------------------
VISUAL MANAGEMENT
VISUAL MANAGEMENT SYSTEMS, INC.
SYSTEMS HOLDING, (FORMERLY WILDON
INC. AND SUBSIDIARIES PRODUCTIONS INC.) PRO FORMA COMBINED
---------------------- ------------------------ ---------------------
Revenues - gross $
Less: deferred revenues
discounts
Revenues - net 0 4,818,232 4,818,232
Cost of revenues 0 2,715,497 2,715,497
---------------------- ------------------------ ---------------------
Gross margin 0 2,102,735 2,102,735
Operating expenses 78,979 4,239,662 4,318,641
---------------------- ------------------------ ---------------------
Loss from operations (78,979) (2,136,927) (2,215,906)
Other (income) expenses -
Debt conversion expense 264,990 264,990
Interest income (247) (247)
Interest expense 55,835 55,835
Miscellaneous (income) expense (1,223) (1,223)
---------------------- ------------------------ ---------------------
- 319,356 319,356
---------------------- ------------------------ ---------------------
Net loss $ (78,979) (2,456,283) (2,535,262)
====================== ======================== =====================
VISUAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARIES
(FORMERLY WILDON PRODUCTIONS INC.)
PRO-FORMA CONSOLIDATING BALANCE SHEET
FEBRUARY 28, 2007
VISUAL
MANAGEMENT VISUAL MANAGEMENT
SYSTEMS SYSTEMS, INC.
HOLDING, INC. (FORMERLY WILDON PRO FORMA PRO FORMA
AND SUBSIDIARIES PRODUCTIONS INC.) ADJUSTMENTS COMBINED
----------------- ----------------- ----------------- ------------
ASSETS
Current Assets
Cash 49,791 148,086 - 197,877
Accounts Receivable - 318,104 - 318,104
Intercompany Receivable - - - -
Inventory - 419,318 - 419,318
Prepaid Expenses 285 10,269 - 10,554
---------- ---------- ---------- ----------
50,076 895,777 - 945,853
Property and Equipment - net - 294,867 - 294,867
Equipment Under Capital Leases - net - 26,022 - 26,022
Deposits - 10,684 - 10,684
Intangibles - net - 67,576 706,374 773,950
---------- ---------- ---------- ----------
50,076 1,294,926 706,374 2,051,376
========== ========== ========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable - 1,118,533 - 1,118,533
Interco Payable - - - -
Accrued Expenses 20,700 355,806 - 376,506
Deferred Revenues - 22,086 - 22,086
Sales Tax Payable - 35,706 - 35,706
Current Portion of Long-Term Debt - 76,094 - 76,094
Current Portion of Obligations Under
Capital Leases - - - -
---------- ---------- ---------- ----------
20,700 1,608,225 - 1,628,925
Long-Term Debt - net of current portion - 132,000 - 132,000
Obligations Under Capital Leases - net of current
portion - 27,832 - 27,832
Loans Payable Stockholders - 6,000 - 6,000
Stockholders Deficit
Common Stock 14,250 10,982 (250) 24,982
Additional Paid-In Capital 105,400 2,368,141 736,000 3,209,541
Accumulated Deficit (90,274) (2,858,254) (29,376) (2,977,904)
---------- ---------- ---------- ----------
29,376 (479,131) 706,374 256,619
---------- ---------- ---------- ----------
50,076 1,294,926 706,374 2,051,376
========== ========== ========== ==========
PRO FORMA ADJUSTMENTS AND ASSUMPTIONS
1. The following table summarizes the fair value of the assets acquired and
liabilities assumed of Wildon Technologies, Inc.
Current assets $ 50,076
Less: liabilities assumed 20,700
------------------
Net assets acquired $ 29,376
==================
2. The consolidated adjustment is as follows:
Dr. Cr.
Accumulated deficit $ 29,376
Common stock 14,250
Common stock $ 14,000
Additional paid-in capital 736,000
Intangibles 706,374