Attached files
Exhibit 99.1
GroGenesis, Inc.
(Formerly Lisboa Leisure, Inc.)
Pro Forma Financial Statements
(A Development Stage Company)
(Unaudited)
Pro Forma Balance Sheet as at November 30, 2013........................... PF-2
Pro Forma Statement of Operations for the Six Months
Ended November 30, 2013................................................... PF-3
Notes to the Pro Forma Financial Statements............................... PF-4
PF-1
GroGenesis, Inc.
(Formerly Lisboa Leisure, Inc.)
Pro Forma Balance Sheet
As at November 30, 2013
(A Development Stage Company)
(Unaudited)
GroGenesis
As at Pro Forma
November 30, Adjustments
2013 Note 3 Pro Forma
---------- ---------- ----------
$ $ $
ASSETS
Current assets
Cash 31 -- 31
Prepaid expense -- (c) 8,400 8,400
---------- ---------- ----------
Total current assets 31 8,400 8,431
Non-current assets
Prepaid expense - Long term portion -- (c) 16,800 12,600
(e) (4,200)
Property, plant and equipment -- (b) 124,529 124,529
Intangible assets -- (a) 1,342,101 1,342,101
---------- ---------- ----------
Total assets 31 1,487,630 1,487,661
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities 3,990 -- 3,990
Advance 21,750 -- 21,750
---------- ---------- ----------
Total liabilities 25,740 -- 25,740
---------- ---------- ----------
Stockholders' deficit
Common stock: $0.001 par value, 200,000,000
authorized, 155,000,000 issued and outstanding
as of November 30, 2013 135,000 (a) 12,500 155,000
(b) 5,000
(c) 2,500
Additional paid-in capital (84,000) (a) 1,329,601 1,387,830
(b) 119,529
(c) 22,700
Deficit accumulated during the development stage (76,709) (e) (4,200) (80,909)
---------- ---------- ----------
Total stockholders' deficit (25,709) 1,487,630 1,461,921
---------- ---------- ----------
Total liabilities and stockholders' deficit 31 1,487,630 1,487,661
========== ========== ==========
The accompanying notes are an integral part of the
unaudited pro forma financial statements.
PF-2
GroGenesis, Inc.
(Formerly Lisboa Leisure, Inc.)
Pro Forma Statement of Operations
For the Three Months Ended November 30, 2013
(A Development Stage Company)
(Unaudited)
GroGenesis
As at Pro Forma
November 30, Adjustments
2013 Note 3 Pro Forma
---------- ---------- ----------
$ $ $
Expenses:
General and administrative 2,014 (d) 2,100 4,114
Professional fees 2,000 -- 2,000
---------- ---------- ----------
4,014 2,100 6,114
---------- ---------- ----------
Net loss (4,014) 2,100 (6,114)
========== ========== ==========
Pro forma net loss per share - basic
and diluted (Note 4) --
Pro forma weighted average shares outstanding -
basic and diluted 155,000,000
The accompanying notes are an integral part of the
unaudited pro forma financial statements.
PF-3
GroGenesis, Inc.
(Formerly Lisboa Leisure, Inc.)
Pro Forma Statement of Operations
For the Six Months Ended November 30, 2013
(A Development Stage Company)
(Unaudited)
GroGenesis
Six Months
Ended Pro Forma
November 30, Adjustments
2013 Note 3 Pro Forma
---------- ---------- ----------
$ $ $
Expenses:
General and administrative 2,982 (e) 4,200 7,182
Professional fees 6,000 -- 6,000
---------- ---------- ----------
8,982 4,200 13,182
---------- ---------- ----------
Net loss (8,982) 4,200 (13,182)
========== ========== ==========
Pro forma net loss per share - basic and
diluted (Note 4) --
Pro forma weighted average shares outstanding -
basic and diluted 155,000,000
The accompanying notes are an integral part of the
unaudited pro forma financial statements.
PF-4
GroGenesis, Inc.
(Formerly Lisboa Leisure, Inc.)
Notes to Pro Forma Financial Statements
(A Development Stage Company)
(Unaudited)
1. Basis of Presentation
These unaudited pro forma financial statements ("pro forma financial
statements") have been prepared in accordance with accounting principles
generally accepted in the United States ("US GAAP) and are expressed in US
dollars. These pro forma financial statements do not contain all of the
information required for annual financial statements. Accordingly, they should
be read in conjunction with the most recent annual financial statements of the
Company.
These pro forma financial statements have been compiled from and include:
(a) an unaudited pro forma balance sheet of GroGenesis, Inc. (the
"Company") as at November 30, 2013, giving effect to the transactions
as if they occurred on June 1, 2013.
(b) an unaudited pro forma statement of operations of the Company for the
three months ended November 30, 2013, giving effect to the
transactions as if they occurred on June 1, 2013.
(c) an unaudited pro forma statement of operations of the Company for the
six months ended November 30, 2013, giving effect to the transactions
as if they occurred on June 1, 2013.
The unaudited pro forma financial statements have been compiled using the
significant accounting policies as set out in the audited financial statements
of the Company for the year ended May 31, 2013.
It is management's opinion that these pro forma financial statements include all
adjustments necessary for the fair presentation, in all material respects, of
the proposed transaction described above in accordance with US GAAP applied on a
basis consistent with the Company's accounting policies.
The unaudited pro forma financial statements are not intended to reflect the
results of operations or the financial position of the Company which would have
actually resulted had the proposed transaction been effected on the dates
indicated. Further, the unaudited pro forma financial information is not
necessarily indicative of the results of operations that may be obtained in the
future. The pro forma adjustments are based in part on provisional estimates of
the fair value of the shares issued. The actual pro forma adjustments will
depend on a number of factors, and could result in a change to the unaudited pro
forma financial statements.
2. Proposed Transactions
Pursuant to an Asset Purchase Agreement dated September 30, 2013, with Joseph
Fewer, doing business as Hacienda Acres ("Hacienda Agreement"), the Company
agreed to acquire intellectual property as well as all related assets necessary
for operating a plant growth enhancement product ("Plant Surfactant")
manufacture and sale business. In consideration, the Company agreed to issue
12,500,000 shares of restricted common stock. In addition, the Company also
agreed to incorporate a wholly-owned subsidiary that will hold these assets and
conduct operations, and execute a consulting agreement with Joseph Fewer whereby
he will receive $5,000 per month. The consulting agreement will become effective
on the date that the Company raises a minimum of $500,000 to fund operations.
Pursuant to an Asset Purchase Agreement dated September 30, 2013, with Stephen
Moseley ("Moseley Agreement"), the Company agreed to acquire certain equipment
used in conjunction with the production, marketing and sale of the Plant
Surfactant. In consideration, the Company agreed to issue 5,000,000 shares of
restricted common stock. In addition, the Company also agreed to execute a
consulting agreement with Stephen Moseley whereby he will receive $5,000 per
month. The consulting agreement will become effective on the date that the
Company raises a minimum of $500,000 to fund operations.
Pursuant to an Easement Agreement dated September 30, 2013, with Joseph Fewer
and Denise Fewer ("Easement Agreement"), the Company agreed to acquire the
PF-5
exclusive right to 10 acres of farm property located in Aylmer, Ontario, Canada,
to operate as a demonstration farm in order to evaluate and exhibit the effects
of using the Plant Surfactant for an initial term of 3 years. In consideration,
the Company agreed to issue 2,500,000 shares of restricted common stock.
3. Pro Forma Assumptions and Adjustments
The unaudited pro forma financial statements incorporate the following pro forma
assumptions and adjustments:
(a) Upon execution of the Hacienda Agreement, the Company agreed to issue
12,500,000 shares of restricted common stock in exchange for
intellectual property and related assets necessary for operating a
Plant Surfactant manufacture and sale business. The fair value of the
12,500,000 shares of common stock of $1,342,101 has been recorded as
intangible assets.
(b) Upon execution of the Moseley Agreement, the Company agreed to issue
5,000,000 shares of restricted common stock in exchange for certain
equipment used in conjunction with the production, marketing and sale
of the Plant Surfactant. The fair value of the 5,000,000 shares of
common stock of $124,529 has been recorded as property, plant and
equipment.
(c) Upon execution of the Easement Agreement, the Company agreed to issue
2,500,000 shares of restricted common stock in exchange for the
exclusive right to 10 acres of farm property for an initial term of 3
years. The fair value of the 2,500,000 shares of common stock of
$25,200 has been recorded as a prepaid expense, of which $14,700 is
recognized as a long-term asset.
(d) During the three months ended November 30, 2013, the Company
recognized $2,100 of rent expense related to the amortization of the
easement prepayment.
(e) During the six months ended November 30, 2013, the Company recognized
$4,200 of rent expense related to the amortization of the easement
prepayment.
4. Pro Forma Net Loss Per Share
Pro forma basic and diluted net loss per share for the three and six months
ended November 30, 2013, have been calculated based on the weighted average
number of common stock issued during the period plus all common stock issuances
relating to the proposed transactions. The common stock issued pursuant to the
proposed transactions have been treated as issued on June 1, 2013.
Three Months Six Months
Ended Ended
November 30, November 30,
2013 2013
------------ ------------
Basic pro forma net loss per share computation
Numerator:
Pro forma net loss available to shareholders $ (6,114) $ (13,182)
------------ ------------
Denominator:
Weighted average shares of common stock outstanding 135,000,000 135,000,000
Shares issued pursuant to Hacienda Agreement 12,500,000 12,500,000
Shares issued pursuant to Moseley Agreement 5,000,000 5,000,000
Shares issued pursuant to Easement Agreement 2,500,000 2,500,000
------------ ------------
Pro forma weighted average shares outstanding - basic and diluted 155,000,000 155,000,000
============ ============
Pro forma net loss per share - basic and diluted -- --
============ ============
PF-
