EX-99.3 35 f8k0210ex99iii_envision.htm PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL
Exhibit 99.3
Casita Inc
PRO-FORMA FINANCIAL STATEMENTS
September 30, 2009
(Unaudited)

Casita Inc
CONTENTS

PAGE | 1 | PRO-FORMA COMBINED BALANCE SHEET AT SEPTEMBER 30, 2009, (Unaudited)
PAGE | 2 | PRO-FORMA COMBINED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTMEBER 30, 2009 (Unaudited)
PAGE | 3 | SIGNIFICANT NOTES AND ASSUMPTIONS TO PRO-FORMA COMBINED FINANCIAL STATEMENTS (Unaudited)

Casitas Inc Pro Forma Combined Balance Sheet September 30, 2009 (Unaudited) |
|  |  |  |  |  |  |  | Pro Forma Adjustments |  |  |  |
ASSETS |  | Envision Solar Interantional, Inc |  |  | Casita, Inc |  |  | Dr |  |  | Cr |  |  | Pro Forma |
Current Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and Cash Equivalents |  |  | 20,376 |  |  |  | 165 |  | (1) |  |  |  |  | 165 |  |  |  | 20,376 |
Trade Accounts Receivable |  |  | 39,488 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 39,488 |
Costs in excess of billings on uncompleted contracts |  |  | 14,254 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 14,254 |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |
Total Current Assets |  |  | 74,118 |  |  |  | 165 |  |  |  |  |  |  |  |  |  |  | 74,118 |
Other Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net Property, Plant and Equipment |  |  | 313,700 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 313,700 |
Deposits |  |  | 33,390 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 33,390 |
Total Other Assets |  |  | 347,090 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 347,090 |
Total Assets |  |  | 421,208 |  |  |  | 165 |  |  |  |  |  |  |  |  |  |  | 421,208 |
LIABILITIES AND STOCKHOLDERS' EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts Payable |  |  | 1,122,545 |  |  |  | 100 |  | (1) |  | 100 |  |  |  |  |  |  |  | 1,122,545 |
Accounts Payable-related party |  |  | 1,168 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,168 |
Accrued expenses |  |  | 415,245 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 415,245 |
Sales tax Payable |  |  | 36,828 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 36,828 |
Billings in excess of costs on uncompleted contracts |  |  | 125,324 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 125,324 |
Niotes Payable Officer |  |  | 34,204 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 34,204 |
Note Payable net of discount |  |  | 452,377 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 452,377 |
Note Payable-Evey |  |  | 100,000 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 100,000 |
Loan Paayble Director |  |  |  |  |  |  | 18,145 |  | (1) |  | 18,145 |  |  |  |  |  |  |  | - |
Total Current Liabilities |  |  | 2,287,691 |  |  |  | 18,245 |  |  |  |  |  |  |  |  |  |  |  | 2,287,691 |
Total Liabilities |  |  | 2,287,691 |  |  |  | 18,245 |  |  |  |  |  |  |  |  |  |  |  | 2,287,691 |
Stockholders' Equity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Common stock |  |  | 5,048,852 |  |  |  | 9,000 |  | (2) |  | 5,013,852 |  |  |  |  |  |  |  | 39,000 |
|  |  |  |  |  |  |  |  | (1) |  | 5,000 |  |  |  |  |  |  |  |  |
Additional Paid-In Capital |  |  | 9,807,150 |  |  |  | 27,000 |  | (1) |  |  |  |  |  | 23,080 |  |  |  | 14,817,002 |
|  |  |  |  |  |  |  |  | (2) |  |  |  |  |  | 4,959,772 |  |  |  |  |
Accumulated deficit |  |  | (16,722,485 | ) |  |  | (54,080 | ) | (2) |  |  |  |  |  | 54,080 |  |  |  | (16,722,485 | )
Total Stockholders' Equity |  |  | (1,866,483 | ) |  |  | (18,080 | ) |  |  |  |  |  |  |  |  |  |  | (1,866,483 | )
Total Liabilities and Stockholders' Equity |  |  | 421,208 |  |  |  | 165 |  |  |  |  |  |  |  |  |  |  |  | 421,208 |

See Summary of Significant Notes and Assumptions to Pro Forma Financial Statements
1

Casita Inc Proforma Statement of Operations Nine Months Ended September 30, 2009 (Unaudited) |
|  |  |  |  |  |  |  |  | Pro Forma Adjustments |  |  | Nine Months Ended |
|  | Historical |  |  |  | Dr |  | Cr |  |  | September 30, 2009 |
|  | Envision Solar International Inc |  |  | Casita, Inc |  |  |  |  |  |  |  |  | Pro Forma |
Revenues |  | $ | 715,522 |  |  | $ | - |  |  |  |  |  |  |  |  | $ | 715,522 |
Cost of Sales |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |
Materials |  |  | - |  |  |  |  |  |  |  |  |  |  |  |  |  | - |
Consultants |  |  | 331,647 |  |  |  |  |  |  |  |  |  |  |  |  |  | 331,647 |
Desgin |  |  | 9,900 |  |  |  |  |  |  |  |  |  |  |  |  |  | 9,900 |
Subcontractors |  |  | - |  |  |  |  |  |  |  |  |  |  |  |  |  | - |
Other Cost of Revenues |  |  | 24,869 |  |  |  |  |  |  |  |  |  |  |  |  |  | 24,869 |
Total Cost of Revenues |  |  | 366,416 |  |  |  | - |  |  |  |  |  |  |  |  |  | 366,416 |
Gross Profit |  |  | 349,106 |  |  |  | - |  |  |  |  |  |  |  |  |  | 349,106 |
Selling, General and Administrative Expenses |  |  | 3,549,654 |  |  |  | 12,542 |  | (3) |  |  |  |  | 12,542 |  |  |  | 3,549,654 |
Net Operating Income (loss) |  |  | (3,200,548 | ) |  |  | (12,542 | ) |  |  |  |  |  |  |  |  |  | (3,200,548 | )
Other Inceom (Expense) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other Income |  |  | 33,692 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 33,692 |
Interest Expense |  |  | (387,604 | ) |  |  |  |  |  |  |  |  |  |  |  |  |  | (387,604 | )
Total Other Income (Expense) |  |  | (353,912 | ) |  |  | - |  |  |  |  |  |  |  |  |  |  | (353,912 | )
Income (Loss) Before Income Tax Expense |  |  | (3,554,460 | ) |  |  | (12,542 | ) |  |  |  |  |  |  |  |  |  | (3,554,460 | )
Income Tax Expense |  |  | 3,219 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 3,219 |
Net Income (Loss) |  | $ | (3,557,679 | ) |  | $ | (12,542 | ) |  |  |  |  |  |  |  |  | $ | (3,557,679 | )

See Summary of Significant Notes and Assumptions to Pro Forma Financial Statements
2

Casita Inc.
SIGNIFICANT NOTES AND ASSUMPTIONS TO PRO-FORMA FINANCIAL STATEMENTS
(Unaudited)

(1) | The accompanying unaudited pro-forma financial information reflects the financial statements of Casita, Inc. and Envision Solar International, Inc. regarding a planned acquisition of Envision Solar International, Inc. The pro-forma adjustments to the balance sheet give effect to the acquisition as if it occurred on September 30, 2009 and the pro-forma statement of operations gives effect to the acquisition as if it occurred on January 1, 2009. The acquisition is treated as a recapitalization of Envision Solar International, Inc. since Casita Inc. is an inactive publicly held corporation and the stockholders of Envision Solar International, Inc. will obtain a controlling 67% interest in the voting common stock of Casita Inc. as a result of the acquisition. Accordingly, the assets and liabilities of Casita Inc. are recorded at their historical cost on the books of Envision Solar International, Inc with a balancing charge to additional paid-in capital. In addition, the common stock issued to the Envision Solar International, Inc. stockholders is recorded as common stock at par value with a balancing charge to additional paid-in capital. Under recapitalization accounting, the historical results of operations are those of Envision Solar International, Inc. and the results of operations of Casita, Inc. are included only from the acquisition date.

(2) | Significant assumptions include (a) the stock holders of Envision Solar International, Inc. are issued 8,000,000 new Casita Inc. common shares, (b) a transfer of all assets and liabilities of Casita, Inc. to its wholly owned subsidiary, Casita Enterprise Holdings, Inc. (“Splitco”) and then transfer of all common shares of Splitco to certain former shareholders of Casita, Inc. in exchange for the cancellation of 5,000,000 common shares of Casita, Inc. by such shareholders (c) Casita, Inc forward splits its common stock by 3.25 (d) no operations of Casita Inc.. are included from the acquisition date since it is assumed that if Envision Solar International, Inc. obtained control of Casita Inc on January 1, 2009 the operations of Casita, Inc. would have ceased at that time. In addition, no transactions that may have occurred subsequent to September 30, 2009 have been considered.

(3) | The following reflect the pro forma adjustments as of September 30, 2009

First adjustment is to reflect the split off and to reflect the related cancellation of 5,000,000 outstanding shares of common stock with a par value of $.001.

Accounts Payable |  | $ | 100 |  |  |  |
Loan Payable Director |  | $ | 18,145 |  |  |  |
Common Stock |  | $ | 5,000 |  |  |  |
Additional Paid in Capital |  |  |  |  |  | $ | 23,080 |
Cash |  |  |  |  |  | $ | 165 |

3

Casita Inc.
SIGNIFICANT NOTES AND ASSUMPTIONS TO PRO-FORMA FINANCIAL STATEMENTS
(Unaudited)
The second adjustment is to reflect the issuance of 8,000,000 common shares to Envision Solar International, Inc. and adjustment of the common stock to 39,000,000 shares outstanding and to eliminate the accumulated deficit of Casita, Inc.

Common Stock |  | $ | 5,013,852 |  |  |  |  |
Accumulated Deficit |  |  |  |  |  | $ | 54,080 |
Additional Paid in Capital |  |  |  |  |  | $ | 4,959,772 |

The third adjustment removes the operations of Casita, Inc. from January 1, 2009.
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