<PAGE>
Exhibit 3
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF APRIL 30, 2000,
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR
ENDED APRIL 30, 2000
<PAGE>
BACKGROUND
On April 12, 2000, e-Net acquired AMRES for 7,500,000 shares of common stock and
a $4,000,000 note payable, of which $1,595,000 was paid by e-Net at the time of
close. AMRES has more significant operations and has management control of
current operations of e-Net or its subsidiaries. e-Net, prior to a series of
acquisitions in February and March 2000, was considered a blank-check company
with limited operating history.
On February 11, 2000, e-Net acquired all the issued and outstanding capital
stock of Titus. In connection with this acquisition the Company issued 300,000
shares of restricted common stock and 100,000 shares of B Preferred. Titus and
AMRES had common ownership and management. The acquisition of Titus is accounted
for at historical cost in manner similar to a pooling of interests since Titus
is considered part of the control group of AMRES.
On February 14, 2000, the Company acquired all the issued and outstanding
capital stock of LoanNet. In connection with this acquisition the Company issued
250,000 shares of common stock valued at $2,305,625. The acquisition was treated
under the purchase method with the excess of cost over the fair value of the net
assets acquired of $2,226,873 allocated to goodwill.
On March 17, 2000, the Company acquired all the issued and outstanding capital
stock of ExpiDoc for 24,000 shares of the Company's common stock. These shares
were valued at $321,510. The acquisition was treated under the purchase method
with the excess of cost over the fair value of the net assets acquired of
$315,860 allocated to goodwill.
BASIS OF PRESENTATION
The accompanying unaudited pro forma condensed consolidated balance sheet
presents the financial position of the Company on April 30, 2000. The
acquisition of AMRES has been accounted for as a recapitalization of AMRES,
whereby AMRES is deemed the acquiring company for financial reporting purposes.
Accordingly, the historical assets and liabilities and related operations of
AMRES are presented at historical cost in manner similar to a pooling of
interests. The acquisition of Titus is also accounted for at historical cost in
manner similar to a pooling of interests since Titus is considered part of the
control group of AMRES.
The unaudited pro forma condensed consolidated statement of operations for the
year ended April 30, 2000, includes the operating results of e-Net, LoanNet, and
ExpiDoc assuming the acquisitions had been consummated at May 1, 1999 using the
purchase method of accounting, and are based on the estimates and assumptions
set forth herein and in the notes to such financial statements. This pro forma
presentation has been prepared utilizing historical financial statements and
notes thereto included herein as well as pro forma adjustments as described in
the notes to unaudited pro forma condensed consolidated statement of operations.
The unaudited pro forma condensed consolidated statement of operations are
presented for illustrative purposes only and do not purport to represent what
the Company's results of operations would have been had the acquisitions
described herein occurred on May 1, 1999, and are therefore qualified in their
entirety by reference to and should be read in conjunction with the historical
consolidated financial statements and notes thereto of the Company and the
historical financial statements of AMRES, Titus, LoanNet, and ExpiDoc.
<PAGE>
E-NET FINANCIAL.COM CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
BALANCE SHEET AS OF APRIL 30, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
E-NET AMRES TITUS LOANNET
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 12,449 $ 154,409 $ 446 $ 36,969
Receivables 36,006 189,288 2,651 3,458
Marketable securities 121,845 - - -
Prepaid expenses and other
current assets 86,830 40,276 - -
------------ ------------ ------------ ------------
Total current assets 257,130 383,973 3,097 40,427
Property and equipment, net 130,837 77,321 - 84,089
Investments in subsidiaries 2,640,135 - - -
Goodwill, net - - - -
Other 46,181 63,017 - 13,000
------------ ------------ ------------ ------------
Total assets $ 3,074,283 $ 524,311 $ 3,097 $ 137,516
=========== =========== =========== ===========
Liabilities and stockholders'
equity (deficit)
Current liabilities: $ $ $ $
Accounts payable and
accrued liabilities 184,668 158,103 - 18,093
Notes payable - related party 2,405,000 - - -
Notes payable 379,735 374,956 - -
Other current liabilities 130,977 - - -
------------ ------------ ------------ ------------
Total current liabilities 3,100,380 533,059 - 18,093
Other liabilities 39,649 - - -
------------ ------------ ------------ ------------
Total liabilities 3,140,029 533,059 - 18,093
------------ ------------ ------------ ------------
Preferred Stock - LoanNet - - - 100,000
Stockholders' equity (deficit)
Convertible class C
preferred stock 1,493,638 - - -
Common stock and additional
paid-in capital 8,179,255 280,000 300 134,543
Retained earnings
(accumulated deficit) (7,707,019) (288,748) 2,797 (115,120)
Unrealized loss on
marketable securities (40,620) - - -
Treasury stock (1,991,000) - - -
------------ ------------ ------------ ------------
Total stockholders' equity
(deficit) (65,746) (8,748) 3,097 19,423
------------ ------------ ------------ ------------
Total liabilities and
stockholders' equity (deficit) $ 3,074,283 $ 524,311 $ 3,097 $ 137,516
=========== =========== =========== ===========
<CAPTION>
Adjustments Pro Forma
EXPIDOC (Note A) Consolidated
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 88,118 $ - $ 292,391
Receivables 22,555 - 253,958
Marketable securities - - 121,845
Prepaid expenses and other
current assets - - 127,106
------------ ------------ ------------
Total current assets 110,673 - 795,300
Property and equipment, net - - 292,247
Investments in subsidiaries - (2,640,135)(1) -
Goodwill, net - 2,417,733(2) 2,417,733
Other - - 122,198
------------ ------------ ------------
Total assets $ 110,673 $ (222,402) $ 3,627,478
============ ============= ============
Liabilities and stockholders'
equity (deficit)
Current liabilities: $ $ - $
Accounts payable and
accrued liabilities 28,516 - 389,380
Notes payable - related party - - 2,405,000
Notes payable - - 754,691
Other current liabilities - - 130,977
------------ ------------ ------------
Total current liabilities 28,516 - 3,680,048
Other liabilities - - 39,649
------------ ------------ ------------
Total liabilities 28,516 - 3,719,697
------------ ------------ ------------
Preferred Stock - LoanNet - - 100,000
Stockholders' equity (deficit)
Convertible class C
preferred stock - - 1,493,638
Common stock and additional
paid-in capital 125,220 (714,782)(3) 8,004,536
Retained earnings
(accumulated deficit) (43,063) 492,380(4) (7,658,773)
Unrealized loss on
marketable securities - - (40,620)
Treasury stock - - (1,991,000)
------------ ------------ ------------
Total stockholders' equity
(deficit) 82,157 (222,402) (192,219)
------------ ------------ ------------
Total liabilities and
stockholders' equity (deficit) $ 110,673 $ (222,402) $ 3,627,478
=========== ============ ============
</TABLE>
See notes to unaudited pro forma condensed consolidated financial statements
<PAGE>
E-NET FINANCIAL.COM CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE YEAR ENDED APRIL 30, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
E-NET AMRES TITUS LOANNET EXPIDOC
<S> <C> <C> <C> <C> <C>
Revenue $ 102,748 $ 5,309,374 $ 47,141 $ 72,805 $ 62,334
Cost of revenue - 3,831,223 - - -
------------- ------------- ------------- ------------- -------------
Gross profit 102,748 1,478,151 47,141 72,805 62,334
------------- ------------- ------------- ------------- -------------
Costs and expenses:
Selling, general, and administrative 2,145,100 1,752,193 236,671 187,925 105,429
------------- ------------- ------------- ------------- -------------
Loss from operations (2,042,352) (274,042) (189,530) (115,120) (43,095)
Other income (expense)
Interest expense, net (158,016) - - - -
Gain on sale of subsidiary 1,833,523 - - - -
Other (94,292) 34,442 - - 32
------------- ------------- ------------- ------------- -------------
Loss before income taxes (461,137) (239,600) (189,530) (115,120) (43,063)
Provision for income taxes - (2,506) - - -
------------- -------------- ------------- ------------- -------------
Net loss $ (461,137) $ (242,106) $ (189,530) $ (115,120) $ (43,063)
============= ============ ============ ============ ============
Basic and diluted loss per common
share $ (.03)
=============
Weighed average shares outstanding 17,716,342
=============
<CAPTION>
Adjustments Pro Forma
(Note B) Consolidated
<S> <C> <C>
Revenue $ - $ 5,594,402
Cost of revenue - 3,831,223
------------- -------------
Gross profit - 1,763,179
------------- -------------
Costs and expenses:
Selling, general, and administrative 181,833(5) 4,609,151
------------- -------------
Loss from operations (181,833) (2,845,972)
Other income (expense)
Interest expense, net (272,589)(6) (430,605)
Gain on sale of subsidiary (1,833,523)(7) -
Other - (59,818)
------------- -------------
Loss before income taxes (2,287,945) (3,336,395)
Provision for income taxes - (2,506)
------------- -------------
Net loss $ (2,287,945) $ (3,338,901)
============ ============
Basic and diluted loss per common
share $ (.19)
=============
Weighed average shares outstanding 17,716,342
=============
</TABLE>
See notes to unaudited pro forma condensed consolidated financial statements
<PAGE>
NOTE A: UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF APRIL 30, 2000
The following pro forma adjustments to the unaudited condensed consolidated
balance sheet are as follows:
(1) Adjustment to eliminate the investments in LoanNet and ExpiDoc.
LoanNet $ (2,318,625)
ExpiDoc (321,510)
------------
$ (2,640,135)
============
(2) Adjustment to record goodwill as a result of the acquisitions of LoanNet
and Expidoc.
LoanNet $ 2,226,873
ExpiDoc 190,860
------------
$ 2,417,733
============
(3) Adjustment for recapitalization of Amres by e-Net of $1,552,959 and an
adjustment to eliminate the historical equity of ExpiDoc of $125,220 and
amounts in common stock and additional paid-in capital of LoanNet of
$134,543.
Recapitalization $ (455,019)
ExpiDoc (125,220)
LoanNet (134,543)
------------
$ (714,782)
============
(4) Adjustment for recapitalization of Amres by e-Net of $1,552,959 and an
adjustment to eliminate the acquired retained earnings/(accumulated
deficit) for LoanNet and ExpiDoc of $42,791 and ($5,430), respectively.
Recapitalization $ 455,019
LoanNet 42,791
ExpiDoc (5,430)
------------
$ 492,380
============
<PAGE>
NOTE B: UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR
THE YEAR ENDED APRIL 30, 2000
The following pro forma adjustments to the unaudited pro forma condensed
consolidated statement of operations are as if the acquisitions and related
transactions had been completed at the beginning of the fiscal period presented
are not indicative of what would have occurred had the acquisitions actually
been made as of such dates. The results of operations of Titus, LoanNet and
ExpiDoc have been reported for the period of inception to April 30, 2000 for
each entity, which have been included in the historical results of operations
for the Company for the year ended April 30, 2000. The dates of inception for
LoanNet and ExpiDoc are December 16, 1999, and August 27, 1999, respectively.
(5) Adjustment to record the amortization of goodwill for LoanNet and ExpiDoc
and the depreciation of the assets received from LoanNet. Goodwill is
amortized over a period of seven years.
LoanNet - Amortization $ 132,552
LoanNet - Depreciation 11,679
ExpiDoc 37,602
---------
$ 181,833
===========
(6) Adjustment to record interest expense on notes payable to EMB Corp. and
World Trends Financial as a result of the Purchase Agreement with EMB Corp.
for AMRES and Titus.
(7) Adjustment to eliminate a one-time charge for the sale of VPNCOM.Net
Corporation, a subsidiary of the Company.
