Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - LOT78, INC. | bold020413form8k.htm |
| EX-3.01 - EXHIBIT 3.01 - LOT78, INC. | bold020413exh301.htm |
| EX-2.01 - EXHIBIT 2.01 - LOT78, INC. | bold020413exh201.htm |
| EX-99.01 - EXHIBIT 99.01 - LOT78, INC. | bold020413exh9901.htm |
Exhibit 99.02
BOLD ENERGY, INC.
UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS
October 31, 2012
TABLE OF CONTENTS
| Unaudited Condensed Combined Pro Forma Balance Sheet | F-2 |
| Unaudited Condensed Combined Pro Forma Statements of Operations of Bold Energy, Inc. | F-3 |
| (Year Ended July 31, 2012) & Anio, Ltd. (Year Ended Sept. 30, 2012) | |
| Unaudited Condensed Combined Pro Forma Statements of Operations of Bold Energy, Inc. | |
| (Three Months Ended Oct. 31, 2012) & Anio, Ltd. (Three Months Ended Sept. 30, 2012) | F-4 |
| Notes to the Unaudited Pro Forma Consolidated Financial Statements | F-5 |
| Unaudited Condensed Combined Pro Forma Balance Sheet October 31, 2012 | |||||||||
| Bold Energy, | Anio | Pro Forma | Adjusted Pro | ||||||
| Inc. | Ltd. | Adjustments | Forma Totals | ||||||
| ASSETS | |||||||||
| Current assets: | |||||||||
| Cash and cash equivalents | $ | 97 | $ | 411 | $ | - | $ | 508 | |
| Accounts receivable | - | 68,246 | - | 68,246 | |||||
| Inventories | - | 56,557 | - | 56,557 | |||||
| Prepaid expenses and other current assets | - | 39,931 | - | 39,931 | |||||
| Total current assets | 97 | 165,145 | - | 165,242 | |||||
| Property and equipment, net | 882 | 896 | - | 1,778 | |||||
| Other assets – intangibles, net | - | 25,927 | - | 25,927 | |||||
| Total assets | $ | 979 | $ | 191,968 | $ | - | $ | 192,947 | |
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: |
|||||||||
| Accounts payable and accrued expenses | $ | 29,069 | $ | 479,942 | $ | - | $ | 509,011 | |
| Short term debt | 7,970 | 253,103 | - | 261,073 | |||||
| Due to shareholders | 67,037 | 534,173 | - | 601,210 | |||||
| Total current liabilities | 104,076 | 1,267,218 | - | 1,371,294 | |||||
| Long term notes due to related party | - | 188,602 | - | 188,602 | |||||
| Total liabilities | 104,076 | 1,455,820 | - | 1,559,896 | |||||
|
Stockholders’ deficit: |
|||||||||
| Common stock | 57,052 | 18,478 | (18,478) | 57,052 | |||||
| Additional paid-in capital | 12,352,736 | 123,816 | (12,494,407) | (17,855) | |||||
| Accumulated deficit | (12,512,885) | (1,406,146) | 12,512,885 | (1,406,146) | |||||
| Total stockholders' deficit | (103,097) | (1,263,852) | - | (1,366,949) | |||||
| Total liabilities and stockholders' deficit | $ | 979 | $ | 191,968 | $ | - | $ | 192,947 | |
|
Unaudited Condensed Combined Pro Forma Statements of Operations – Bold Energy, Inc. (Year Ended July 31, 2012) & Anio Ltd. (Year Ended September 30, 2012) | |||||||||
| Bold Energy, Inc. - Year Ended July 31, 2012 | Anio Ltd. – Year Ended September 30, 2012 |
Pro Forma Adjustments |
Pro Forma Adjusted Combined Totals | ||||||
| Revenue | $ | - | $ | 560,358 | $ | - |
$ |
560,358 | |
| Cost of goods sold | - | 349,796 | - | 349,796 | |||||
| Gross profit | - | 210,562 | - | 210,562 | |||||
| Operating Expenses | |||||||||
|
Selling, general and administrative expenses |
3,941,359 |
325,053 |
- |
4,266,412 | |||||
| Depreciation and amortization | 796 | 4,058 | - | 4,854 | |||||
| Total operating expenses | 3,942,155 | 329,111 | - | 4,271,266 | |||||
| Interest expense | (254) | (6,909) | - | (7,163) | |||||
| Net loss | $ | (3,942,409) | $ | (125,458) | $ | - |
$ |
(4,067,867) | |
| Basic and diluted loss per share | $ | (0.11) | $ | n/a |
$ |
(0.12) | |||
| Weighted average shares of common stock outstanding – basic | 34,920,990 | n/a | 34,920,990 | ||||||
|
Unaudited Condensed Combined Pro Forma Statements of Operations – Bold Energy, Inc. (3 Months Ended October 31, 2012) & Anio Ltd. (3 Months Ended September 30, 2012) | |||||||||
| Bold Energy, Inc. – 3 Months Ended October 31, 2012 | Anio Ltd. – 3 Months Ended September 30, 2012 |
Pro Forma Adjustments |
Pro Forma Adjusted Combined Totals | ||||||
| Revenue | $ | - | $ | 181,575 | $ | - |
$ |
181,575 | |
| Cost of goods sold | - | 95,722 | - | 95,722 | |||||
| Gross profit | - | 85,853 | - | 85,853 | |||||
| Operating Expenses | |||||||||
|
Selling, general and administrative expenses |
20,717 |
137,306 |
- |
158,023 | |||||
| Depreciation and amortization | 199 | 4,066 | - | 4,265 | |||||
| Total operating expenses | 20,916 | 141,372 | - | 162,288 | |||||
| Interest expense | - | (5,336) | - | (5,336) | |||||
| Net loss | $ | (20,916) | $ | (60,855) | $ | - |
$ |
(81,771) | |
| Basic and diluted loss per share | $ | (0.00) | $ | n/a |
$ |
(0.00) | |||
| Weighted average shares of common stock outstanding – basic | 57,053,138 | n/a | 57,053,138 | ||||||
Notes to Unaudited Pro Forma Consolidated Financial Statements
Bold Energy, Inc. & Anio, Ltd.
Unaudited
Bold Energy, Inc. entered into a Share Exchange Agreement with Anio Ltd. whereby Bold Energy, Inc. exchanged 54.26% of its outstanding shares of common stock for 100% of the outstanding shares of Anio Ltd. common stock. As of the closing date, Anio Ltd. will operate as a wholly owned subsidiary of Bold Energy, Inc.
As a result of the Share Exchange Agreement:
| a) | each outstanding share of Anio Ltd. common stock shall be transferred, conveyed and delivered to Bold Energy, Inc. in exchange for 30,954,388 newly-issued shares of common stock, $0.001 par value per share, of Bold Energy, Inc. |
| b) | Eden Clark and Patrick DeBlois shall irrevocably cancel a total of 30,954,388 restricted shares of common stock of Bold Energy, Inc. prior to the closing date of the Share Exchange Agreement. |
As of the closing date of the Share Exchange Agreement, the former shareholders of Anio Ltd. hold approximately 54% of the issued and outstanding common shares of Bold Energy, Inc. The issuance of 30,954,388 common shares to the former shareholders of Anio Ltd. was deemed to be an acquisition for accounting purposes. The number of shares outstanding and per share amounts have been restated to recognize the recapitalization as reflected in pro forma adjustments.
The pro forma, consolidated balance sheets of Bold Energy, Inc. and Anio Ltd. are presented here as of October 31, 2012. The pro forma, consolidated statements of operations for Bold Energy, Inc. and Anio Ltd. are presented here as of the years ended July 31, 2012 and September 30, 2012, and the three months ended October 31, 2012 and September 30, 2012, respectively.