Attached files
| file | filename |
|---|---|
| 8-K - Pershing Gold Corp. | v198113_8k.htm |
| EX-2.1 - SHARE EXCHANGE AGREEMENT - Pershing Gold Corp. | v198113_ex2-1.htm |
| EX-10.4 - SHELLY FINKEL EMPLOYMENT AGREEMENT - Pershing Gold Corp. | v198113_ex10-4.htm |
| EX-10.1 - 2010 EQUITY INCENTIVE PLAN - Pershing Gold Corp. | v198113_ex10-1.htm |
| EX-10.3 - FORM OF NQSO AGREEMENT - Pershing Gold Corp. | v198113_ex10-3.htm |
| EX-10.5 - GREGORY D. COHEN EMPLOYMENT AGREEMENT - Pershing Gold Corp. | v198113_ex10-5.htm |
| EX-10.2 - FORM OF ISO AGREEMENT - Pershing Gold Corp. | v198113_ex10-2.htm |
| EX-21 - LIST OF SUBSIDIARIES - Pershing Gold Corp. | v198113_ex21.htm |
| EX-99.2 - EMPIRE SPORTS UNAUDITED FINANCIAL STATEMENTS - Pershing Gold Corp. | v198113_ex99-2.htm |
| EX-10.6 - PETER LEVY EMPLOYMENT AGREEMENT - Pershing Gold Corp. | v198113_ex10-6.htm |
| EX-99.1 - GOLDEN EMPIRE, LLC AUDITED FINANCIAL STATEMENTS - Pershing Gold Corp. | v198113_ex99-1.htm |
Exhibit
99.3
The
following unaudited pro forma combined balance sheet is presented to illustrate
the estimated effects of our merger with The Empire Sports &
Entertainment Co. (“Empire”). We have derived our historical financial data as
of June 30, 2010 from our unaudited financial statements contained on Form 10-Q
as filed with the Securities and Exchange Commission. We have
derived Empire’s balance sheet as of June 30, 2010 unaudited financial
statements contained elsewhere in this Form 8-K.
On
September 29, 2010, The Empire Sports & Entertainment Holdings Co., a Nevada
corporation formerly known as Excel Global, Inc., entered into the Exchange
Agreement with Empire, and the shareholders of Empire Sports (“Empire
Shareholders”). Upon closing of the transaction contemplated under the Exchange
Agreement (the “Exchange”), the Empire Shareholders transferred all of the
issued and outstanding capital stock of Empire to the Company in exchange for
shares of common stock of the Company. At the closing of the Exchange, each
share of Empire common stock issued and outstanding immediately prior to the
closing of the Exchange was exchanged for the right to receive one share of our
common stock. Prior to the closing of the Exchange, the Board of Directors of
the Company declared a dividend of an additional 1.51380043 shares of its common
stock on each share of its common stock outstanding of 8,000,000 shares as of
September 22, 2010. In connection with the Exchange, on September 29, 2010, an
aggregate of 19,602,000 shares of our common stock were issued to the Empire
Shareholders. Such Exchange caused Empire to become a wholly-owned
subsidiary of the Company. Following the closing of the Exchange,
there were 39,712,403 shares of common stock issued and
outstanding. The Company did not have any outstanding options or
warrants to purchase shares of capital stock immediately prior to the closing of
the Exchange. However, prior to the Exchange, the Company adopted the 2010 Plan
and reserved 2,800,000 shares of common stock for issuance as awards to
officers, directors, employees, consultants and others. Upon the closing of the
Exchange, the Company granted options under the 2010 Plan to purchase an
aggregate of 2,800,000 shares of our common stock to a total of 7
individuals. After the Exchange, the Company will have 39,712,403
shares of common stock outstanding and 2,800,000 outstanding options to purchase
shares of common stock. Empire shareholders will own 49% of our common stock,
with the balance held by those who held shares prior to the Share Exchange.
Therefore, the closing of the Share Exchange will cause a change in
control.
On
September 27, 2010, the Company filed an Amended and Restated Articles of
Incorporation in order to increase the authorized common shares from 25,000,000
to 500,000,000 shares of common stock at $0.0001 par value and to designate
authorized shares of Preferred stock of 50,000,000 shares at $0.0001 par
value.
The
unaudited pro forma combined balance sheet as of June 30, 2010 assumes the Share
Exchange Transaction was consummated as of June 30, 2010. The information
presented in the unaudited pro forma combined balance sheet does not purport to
represent what our financial position would have been had
the Exchange Transaction occurred as of the dates indicated, nor is
it indicative of our future financial position for any period. You should not
rely on this information as being indicative of the historical results that
would have been achieved had the companies always been consolidated or the
future results that the consolidated company will experience after the Exchange
Transaction.
The pro
forma adjustments are based upon available information and certain assumptions
that we believe are reasonable under the circumstances. The unaudited pro forma
combined balance sheet should be read in conjunction with the historical
financial statements and related notes of us and Empire.
i
The
Empire Sports & Entertainment Holdings Co.
Unaudited
Pro Forma Combined Balance Sheet
|
Consolidated Balance Sheet data
|
June 30, 2010 (Unaudited)
|
|||||||||||||||
|
The Empire
Sports &
Entertainment
Holdings
Co.
|
The Empire
Sports &
Entertainment
Co.
|
Pro
Forma
Adjustments
|
Pro
Forma
Balance
|
|||||||||||||
|
Total
Assets
|
$ | - | $ | 1,902,363 | $ | 2,149,119 | (b) | $ | 4,051,482 | |||||||
|
Total
Liabilities
|
$ | 39,652 | $ | 447,814 | $ | (39,652 | )(d) | $ | 447,814 | |||||||
|
Stockholders’
Equity (Deficit)
|
||||||||||||||||
|
Common
stock ($0.001 par value; 25,000,000 shares authorized; 8,051,000 shares
issued and outstanding prior to merger, $0.0001 par value, 500,000,000
shares authorized; 39,712,403 issued and outstanding after the
merger)
|
8,051 | 1,581 | (5,661 | )(a)(b) | 3,971 | |||||||||||
|
Additional
paid-in capital
|
354,199 | 2,300,025 | 1,792,530 | (a)(b)(c)(d) | 4,446,754 | |||||||||||
|
Accumulated
deficit
|
(401,902 | ) | (847,057 | ) | 401,902 | (d) | (847,057 | ) | ||||||||
|
Total
Stockholders’ Equity (Deficit)
|
(39,652 | ) | 1,454,549 | 2,188,771 | 3,603,668 | |||||||||||
|
Total
Liabilities and Stockholders’ Equity
|
$ | - | $ | 1,902,363 | $ | 2,149,119 | $ | 4,051,482 | ||||||||
ii
|
DR
|
CR
|
|||||||
|
a)
|
||||||||
|
Common
stock, at par
|
51 | |||||||
|
Additional
paid-in capital
|
51 | |||||||
|
Additional
paid-in capital
|
12,110 | |||||||
|
Common
stock, at par
|
12,110 | |||||||
|
To
reflect the cancellation of 51,000 shares in August 2010 and the
declaration of dividend of an additional 1.51380043 shares of its common
stock on each share of its common stock outstanding as of September 22,
2010.
|
||||||||
|
b)
|
||||||||
|
Common
stock, at par
|
18,099 | |||||||
|
Additional
paid-in capital
|
18,099 | |||||||
|
To reflect
the outstanding shares of common stock at $0.0001 par value per the
Amended and Restated Articles of Incorporation.
|
||||||||
|
c)
|
||||||||
|
Cash
|
2,149,119 | |||||||
|
Additional
paid-in capital
|
2,148,740 | |||||||
|
Common
stock, at par
|
379 | |||||||
|
To
reflect the issuance of 3,791,668 shares of common stock to investors in
connection with a private placement for a total gross proceeds of
$2,274,969 which occurred between July 2010 and August 2010. Additionally,
we paid commissions to placement agent of $125,850 in connection with the
private placement.
|
||||||||
|
d)
|
||||||||
|
Additional
Paid-in Capital
|
362,250 | |||||||
|
Liabilities
|
39,652 | |||||||
|
Accumulated
deficit
|
401,902 | |||||||
|
To
recapitalize for the Share Exchange Transaction.
|
||||||||
iii