Attached files
| file | filename |
|---|---|
| 8-K/A - PLEDGE PETROLEUM CORP | g6803.htm |
| EX-10.2 - PLEDGE PETROLEUM CORP | ex10-2.htm |
| EX-99.1 - PLEDGE PETROLEUM CORP | ex99-1.htm |
| EX-10.1 - PLEDGE PETROLEUM CORP | ex10-1.htm |
Exhibit 99.2
Propell Technologies Group, Inc.
(A Development Stage Enterprise)
Index to Unaudited Condensed Pro-Forma Consolidated Financial Statements
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Unaudited Condensed Pro-Forma Consolidated Balance Sheet as of December 31, 2012
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2
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Unaudited Condensed Pro-Forma Consolidated Statement of Operations for the Year Ended December 31, 2012
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3
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Notes to Unaudited Condensed Pro-Forma Consolidated Financial Statements
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4
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Propell Technologies Group, Inc. and Subsidiaries
Unaudited Condensed Pro-Forma Consolidated Balance Sheet
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Propell Technologies
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Pro-forma
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Group, Inc.
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Novas Energy
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Consolidated
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and Subsidiaries
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(USA), Inc.
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Balance Sheet
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December 31,
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December 31,
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Pro-forma
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December 31,
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2012
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2012
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Adjustments
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2012
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Assets
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Current Assets
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Cash
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$ | 2,774 | $ | 70 | $ | 2,844 | |||||||||||
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Accounts receivable (net of allowances)
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32 | - | 32 | ||||||||||||||
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Prepaid expenses
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1,946 | - | 1,946 | ||||||||||||||
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Total Current Assets
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4,752 | 70 | 4,822 | ||||||||||||||
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Property and Equipment, net
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1,541 | - | 1,541 | ||||||||||||||
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Other Assets
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Website, net
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800 | 800 | |||||||||||||||
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Total Assets
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$ | 7,093 | $ | 70 | $ | 7,163 | |||||||||||
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Liabilities and Stockholders' Deficit
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Current Liabilities
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Accounts payable
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$ | 38,076 | $ | - | $ | 38,076 | |||||||||||
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Accrued liabilities
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85,176 | 100 | 85,276 | ||||||||||||||
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Accrued interest
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13,824 | - | 13,824 | ||||||||||||||
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Notes payable and advances - related parties
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3,000 | - |
(c)
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500,000 | 503,000 | ||||||||||||
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Convertible notes payable related parties
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45,000 | - | 45,000 | ||||||||||||||
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Liabilities from discontinued operations
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1,221,008 | - | 1,221,008 | ||||||||||||||
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Total Current Liabilities
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1,406,084 | 100 | 1,906,184 | ||||||||||||||
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Long Term Liabilities
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Convertible notes payable related parties, net of discount of $1,960,093 and $0 respectively
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39,907 | - | 39,907 | ||||||||||||||
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Total Long Term Liabilities
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39,907 | - | 39,907 | ||||||||||||||
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Total Liabilities
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1,445,991 | 100 | 1,946,091 | ||||||||||||||
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Stockholders' Deficit
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Prefered stock, $0.001 par value; 5,000,000 shares authorized, 5,000,000 and 0 shares issued and outstanding, respectively. (liquidation preference $400,000 and $0, respectively)
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5,000 | - | - | 5,000 | |||||||||||||
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Common stock, $0.001 par value; 100,000,000 shares authorized, 1,957,871 and 518,231 shares issued and outstanding, respectively
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1,958 | 100,000 |
(a)
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- | 101,958 | ||||||||||||
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Additional paid-in capital
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4,766,059 | - |
(b)
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(4,766,059 | ) | - | |||||||||||
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Accumulated deficit
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(6,211,915 | ) | (100,030 | ) |
(b)
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4,766,059 | (2,045,886 | ) | |||||||||
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(c)
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(500,000 | ) | |||||||||||||||
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Total Stockholders' Deficit
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(1,438,898 | ) | (30 | ) | (1,938,928 | ) | |||||||||||
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Total Liabilities and Stockholders' Deficit
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$ | 7,093 | $ | 70 | $ | 7,163 | |||||||||||
See notes to unaudited condensed pro-forma consolidated financial statements.
2
Propell Technologies Group, Inc. and Subsidiaries
Unaudited Condensed Pro-forma Consolidated Statements of Operations
| Novas Energy | Pro-forma | |||||||||||||||
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(USA), Inc.
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Consolidated
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Propell Technologies
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Period
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Statement of
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Group, Inc.
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June 19, 2012
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Operations
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Year Ended
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(Inception) to
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Year Ended
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December 31,
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December 31,
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Pro-forma
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December 31,
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2012
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2012
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Adjustments
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2012
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Net Revenues
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$ | 59,915 | $ | - | $ | 59,915 | ||||||||||
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Cost of Goods Sold
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46,916 | - | 46,916 | |||||||||||||
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Gross Profit
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12,999 | - | 12,999 | |||||||||||||
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Compensation
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108,458 | - | 108,458 | |||||||||||||
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Sales and Marketing
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63,666 | - | 63,666 | |||||||||||||
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Professional Fees
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166,044 | - | 166,044 | |||||||||||||
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General and administrative
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208,567 | 925 | 209,492 | |||||||||||||
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Total Expense
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546,735 | 925 | 47,660 | |||||||||||||
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Loss from Operations
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(533,736 | ) | (925 | ) | (534,661 | ) | ||||||||||
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Other Income
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235,727 | - | 235,727 | |||||||||||||
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Debt forgivness
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493,609 | - | 493,609 | |||||||||||||
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Interest Expense
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(470,866 | ) | - | (470,866 | ) | |||||||||||
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Other Expenses
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(2,951 | ) | - | (2,951 | ) | |||||||||||
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Loss before Provision for Income Taxes
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(278,217 | ) | (925 | ) | (279,142 | ) | ||||||||||
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Provision for Income Taxes
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- | - | - | |||||||||||||
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Net Loss
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(278,217 | ) | (925 | ) | (279,142 | ) | ||||||||||
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Preferred dividends
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409,060 | - | 409,060 | |||||||||||||
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Net loss to common stockholders
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$ | (687,277 | ) | $ | (925 | ) | $ | (688,202 | ) | |||||||
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Net Loss Per Share - Basic and Diluted
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$ | (1.02 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||||||
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Weighted Average Number of Shares Outstanding - Basic and Diluted
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674,111 | 100,000,000 | 100,674,111 | |||||||||||||
See notes to unaudited condensed pro-forma consolidated financial statements.
3
Propell Technologies Group, Inc.
(A Development Stage Enterprise)
Notes to Unaudited Condensed Pro-Forma Consolidated Financial Statements
Year Ended December 31, 2012
NOTE 1: Organization and Basis of Presentation
Organization
On February 4, 2013, Propell Technologies Group, Inc. (“the Company or “ Propell”) entered into a Share Exchange Agreement with Novas Energy (USA), Inc. (“Novas”) whereby the Company exchanged 100,000,000 shares of common stock in Propell for all of the issued and outstanding stock of 100,000,000 common stock of Novas. After the consummation of the share exchange, Novas became a wholly owned subsidiary of Propell and the shareholders of Novas were issued shares of the common stock of Propell representing in the aggregate approximately 56% of the outstanding voting power (including common and preferred shares) of Propell. As of the date of the Share Exchange Agreement, there were no material relationships between the Propell and any of the Novas respective affiliates, directors or officers. The Company intends to carry on its business and the business of Novas. Novas has the exclusive license to engage in the commercial application of a proprietary “Plasma-Pulse Technology” to enhance the recovery of oil and gas in the United States.
As a result of the Share Exchange Agreement, the principal business of Novas became the business of Propell. As the shareholders of Novas obtained the majority of the outstanding shares of the Company through the acquisition, the acquisition is accounted for using the purchase method of accounting as a reverse merger or recapitalization of Novas. As such, Novas was considered the acquirer for accounting purposes. The accumulated deficit of Novas will be carried forward after the completion of the merger.
Basis of Presentation
The unaudited condensed consolidated pro-forma financial statements have been prepared in order to present the consolidated financial position and results of operations of Propell and Novas as if the acquisition had occurred as of December 31, 2012 for the unaudited condensed pro-forma consolidated balance sheet and to give effect to the acquisition, as if the transaction had taken place as of January 1, 2012 for the unaudited condensed pro-forma consolidated statement of operations for the year ended December 31, 2012.
The financial statements of Propell Technologies Group, Inc. as of December 31, 2012 and for the year then ended were derived from the consolidated financial statements as reported with the Form 10-K filed on April 15, 2013.
The unaudited condensed pro-forma financial information is for illustrative purposes only. These companies may have performed differently had they actually been consolidated for the periods presented. You should not rely on the unaudited condensed pro-forma financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined companies experience after the merger. Unaudited condensed pro-forma financial information and the notes thereof should be read in conjunction with the accompanying historical financial statements of Novas and Propell.
4
Propell Technologies Group, Inc.
(A Development Stage Enterprise)
Notes to Unaudited Condensed Pro-Forma Consolidated Financial Statements
Year Ended December 31, 2012
NOTE 2: Pro-Forma Adjustments
The pro-forma adjustments to reflect the substantial effects of the Share Exchange Agreement.
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(a)
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To record the issuance of 100,000,000 shares of common stock of Propell in exchange for 100,000,000 shares of Novas.
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(b)
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To eliminate the accumulated deficit of Propell to the extent Propell had equity attributes to be eliminated and present the recapitalized financial position of Novas.
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(c)
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To record the transaction costs incurred in to culminate the acquisition of Novas to reflect $500,000 in debt due to a shareholder, bearing interest at 8% per annum due in February 2016.
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5