Attached files
| file | filename |
|---|---|
| EX-99.1 - FINANCIAL STATEMENTS - BE INDUSTRIES INC. | f8k042914a3ex99i_nac.htm |
| EX-2.1 - SHARE EXCHANGE AGREEMENT - BE INDUSTRIES INC. | f8k042914a3ex2i_nac.htm |
| EX-10.7 - EMPLOYMENT AGREEMENT - BE INDUSTRIES INC. | f8k042914a3ex10vii_nac.htm |
| EX-10.8 - SIDE LETTER AGREEMENT BETWEEN NAC DRIVE SYSTEMS, INC AND VINCENT GENOVESE - BE INDUSTRIES INC. | f8k042914a3ex10viii_nac.htm |
| 8-K/A - AMENDMENT NO. 3 TO CURRENT REPORT - BE INDUSTRIES INC. | f8k042914a3_nacglobaltech.htm |
Exhibit 99.2
LipidViro Tech, Inc. and its subsidiary
CONTENTS
| LipidViro Tech, Inc. and its subsidiary Unaudited Pro Forma Condensed Combined Financial Statements | |
| Unaudited Pro Forma Combined Balance Sheets | 2 |
| Unaudited Pro Forma Combined Statements of Operations | 3 |
| Notes to Unaudited Pro Forma Financial Statements | 4 |
| Unaudited Pro Forma Condensed Combined Balance Sheets |
| As of March 31, 2014 |
| NAC | LPVO | Pro Forma Adjustments | Notes | Pro Forma Adjusted Combined Totals | ||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Current assets: | ||||||||||||||||||||
| Cash | 1,267 | $ | - | $ | 100,000 | (B),(C) | $ | 101,267 | ||||||||||||
| Accounts receivable | 93,106 | - | - | 93,106 | ||||||||||||||||
| Inventories | 45,028 | - | - | 45,028 | ||||||||||||||||
| Deferred offering costs | 59,319 | - | - | 59,319 | ||||||||||||||||
| Total current assets | 198,720 | - | 100,000 | 298,720 | ||||||||||||||||
| Intangible asset | 35,641 | - | - | 35,641 | ||||||||||||||||
| Deposit | 50,300 | - | - | 50,300 | ||||||||||||||||
| Total assets | $ | 284,661 | $ | - | $ | 100,000 | $ | 384,661 | ||||||||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||||||||||||||
| Current Liabilities: | ||||||||||||||||||||
| Accounts payable | $ | 142,568 | $ | 120,151 | $ | (120,151 | ) | (C) | $ | 142,568 | ||||||||||
| Accounts payable - related party | 86,785 | - | - | 86,785 | ||||||||||||||||
| Accrued expenses | 11,288 | - | - | 11,288 | ||||||||||||||||
| Short-term debt - related parties | 345,500 | 208,615 | (208,615 | ) | (C ),(D) | 345,500 | ||||||||||||||
| Line of credit | 102,079 | - | 102,079 | |||||||||||||||||
| Convertible note | - | - | 33,013 | (B) | 33,013 | |||||||||||||||
| Derivative liability | 341,987 | (B) | 341,987 | |||||||||||||||||
| Total current liabilities | 688,220 | 328,766 | 46,234 | 1,063,220 | ||||||||||||||||
| Long-term debt - related party | 3,318 | - | - | 3,318 | ||||||||||||||||
| Total liabilities | 691,538 | 328,766 | 46,234 | 1,066,538 | ||||||||||||||||
| Stockholders deficit | ||||||||||||||||||||
| Common stock, $0.001 par value; | ||||||||||||||||||||
| 150,000,000 shares authorized; 25,000,001 | ||||||||||||||||||||
| shares issued and outstanding | 14,543 | 1,305 | 9,152 | (A),(D) | 25,000 | |||||||||||||||
| Additional paid in capital | 414,207 | 4,852,612 | (4,863,069 | ) | (A),(D) | 403,750 | ||||||||||||||
| Accumulated deficit | (835,627 | ) | (5,182,683 | ) | 4,907,683 | (A),(C) | (1,110,627 | ) | ||||||||||||
| Total stockholders' deficit | (406,877 | ) | (328,766 | ) | 53,766 | (681,877 | ) | |||||||||||||
| Total liabilities and stockholders' deficit | $ | 284,661 | $ | - | $ | 100,000 | $ | 384,661 | ||||||||||||
| See accompanying notes to unaudited pro forma financial statements |
| 2 |
| Unaudited Pro Forma Condensed Combined Statements of Operations |
| For the three months ended March 31, 2014 |
| NAC | LPVO | Pro Forma Adjustments | Notes | Pro Forma Adjusted Combined Totals | ||||||||||||||||
| Revenues | $ | 155,217 | $ | - | $ | - | $ | 155,217 | ||||||||||||
| Cost of goods sold | 119,073 | 119,073 | ||||||||||||||||||
| Gross profit | 36,144 | - | - | 36,144 | ||||||||||||||||
| Operating expenses | ||||||||||||||||||||
| Selling, general and administrative expenses | 142,905 | 10,282 | 153,187 | |||||||||||||||||
| Total operating expenses | 142,905 | 10,282 | - | 153,187 | ||||||||||||||||
| Net loss from operations | (106,761 | ) | (10,282 | ) | - | (117,043 | ) | |||||||||||||
| Gain on extinguishment of debt | - | 4,915 | 4,915 | |||||||||||||||||
| Interest expense | (1,005 | ) | (4,051 | ) | (96,747 | ) | (B) | (101,803 | ) | |||||||||||
| Net loss | $ | (107,766 | ) | $ | (9,418 | ) | $ | (96,747 | ) | $ | (213,931 | ) | ||||||||
| Net loss per share - Basic and diluted | $ | (0.07 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | ||||||||
| Weighted average shares outstanding - Basic and diluted | 1,454,300 | 1,305,344 | 23,694,657 | 25,000,001 | ||||||||||||||||
See accompanying notes to unaudited pro forma financial statements
| 3 |
| Unaudited Pro Forma Combined Statements of Operations |
| For the year ended December 31, 2013 |
| NAC | LPVO | Pro Forma Adjustments | Notes | Pro Forma Adjusted Combined Totals | ||||||||||||||||
| Revenues | $ | 691,286 | $ | - | $ | - | $ | 691,286 | ||||||||||||
| Cost of goods sold | 539,555 | 539,555 | ||||||||||||||||||
| Gross profit | 151,731 | - | - | 151,731 | ||||||||||||||||
| Operating expenses | ||||||||||||||||||||
| Selling, general and administrative expenses | 559,412 | 20,779 | - | 580,191 | ||||||||||||||||
| Total operating expenses | 559,412 | 20,779 | - | 580,191 | ||||||||||||||||
| Net loss from operations | (407,681 | ) | (20,779 | ) | - | (428,460 | ) | |||||||||||||
| Interest expense | (8,282 | ) | (15,039 | ) | (386,987 | ) | (B) | (410,308 | ) | |||||||||||
| Net loss | $ | (415,963 | ) | $ | (35,818 | ) | $ | (386,987 | ) | $ | (838,768 | ) | ||||||||
| Net loss per share - Basic and diluted | $ | (0.29 | ) | $ | (0.03 | ) | $ | (0.02 | ) | $ | (0.03 | ) | ||||||||
| Weighted average shares outstanding - Basic and diluted | 1,451,741 | 1,305,344 | 23,694,657 | 25,000,001 | ||||||||||||||||
| 4 |
LipidViro Tech, Inc.
Notes to Unaudited Pro Forma Financial Statements
Overview and Basis of Presentation
On April 29, 2014 LipidViro Tech, Inc. entered into a share exchange agreement by and among (i) the Company, (ii) NAC Drive Systems, Inc. (formerly NAC Harmonic Drive, Inc.) ("NAC") a Delaware corporation, (iii) the principal shareholders of the Company (the “Company Shareholders”) and (iv) the shareholders of NAC (the “NAC Shareholders”). Pursuant to the terms of the Exchange Agreement: (1) the NAC Shareholders transferred to the Company all of the shares of NAC held by such shareholders in exchange for the issuance of 23,125,001 shares (the “Exchange Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (the “Share Exchange”).
The unaudited pro forma condensed combined financial statements combine the historical financial information of NAC (the “Target”) with the historical financial information of LipidViro Tech, Inc. (the “Company”).
The following unaudited pro forma condensed combined financial statements are based on the historical financial statements of Target after giving effect to the reverse merger with the Target. Following the reverse merger, Target merged with and into the Company, leaving the Company as the surviving corporation (the “Reverse Acquisition”). In connection with the Reverse Acquisition, the Company relinquished its corporate name and assumed in its place the name “NAC Global Technologies.” The reverse merger is accounted for as a recapitalization in the pro forma condensed combined financial statements. As a result, the Target is considered the acquirer for accounting and financial reporting purposes. The equity structure of the Target is restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the Company issued in the reverse acquisition. The unaudited pro forma condensed combined balance sheet is presented as if the reverse merger had occurred on March 31, 2014. The historical financial information has been adjusted to give effect to pro forma events that are both directly attributable to the reverse merger agreement and are factually supportable. You should read this information in conjunction with the:
● Accompanying notes to the unaudited pro forma condensed combined financial statements contained herein.
● Separate historical audited financial statements of Target as of December 31, 2013 and 2012 and for the years then ended included elsewhere in this Form 8-K.
● Separate historical audited financial statements of the Company as of December 31, 2013 and 2012 and for the years then ended, included elsewhere in this Form 8-K.
● Management’s discussion and analysis of financial condition and results of operations and “Risk Factors” included elsewhere in this Form 8-K.
The unaudited pro forma condensed combined financial statements are presented for informational purposes only. The pro forma information is not necessarily indicative of what the financial position or results of operations actually would have been had the transaction been completed at the dates indicated. In addition, the unaudited pro forma combined financial information does not purport to project the future financial position or operating results of the combined company after completion of the merger.
| Pro Forma Adjustments |
| (A) | On April 29, 2014 LipidViro Tech, Inc. (the “Company”) entered into a share exchange agreement by and among (i) the Company, (ii) NAC Drive Systems, Inc. (formerly NAC Harmonic Drive, Inc.) ("NAC") a Delaware corporation, (“NAC”), (iii) the principal shareholders of the Company (the “Company Shareholders”) and (iv) the shareholders of NAC (the “NAC Shareholders”). Pursuant to the terms of the Exchange Agreement: (1) the NAC Shareholders transferred to the Company all of the shares of NAC held by such shareholders in exchange for the issuance of 23,125,001 shares (the “Exchange Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (the “Share Exchange”). The transaction is accounted for as a reverse acquisition and NAC is considered the accounting acquirer for financial reporting purposes. The number of shares outstanding and per share amounts have been restated to recognize the recapitalization as reflected in the proforma adjustments. |
| (B) | On April 29, 2014, the Company completed a private offering of $375,000 by an institutional investor (the “Purchaser”). Pursuant to a securities purchase agreement with the Purchaser, we issued to the Purchaser a 12% Convertible Note. |
| The Notes are due on the first anniversary of the issue date (the “Maturity Date”) if not covered prior to the Maturity Date and accrue interest at a rate of 12% on the aggregate unconverted and outstanding principal amount, payable in cash or in shares of Common Stock on a monthly basis beginning on the sixth month anniversary of the issue date. The shares of Common Stock issuable upon conversion of the Notes shall equal: (i) the outstanding principal amount of the Note (including interest due thereon) divided by (ii) $0.30. Beginning September 29, 2014, and continuing on each of the following 6 successive months thereafter, the Company is obligated to pay 1/6th of the face amount of the Notes and accrued interest. The conversion price for the Notes is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. The Notes may be prepaid in whole or in part at any time upon ten days notice for 125% of the outstanding principal and accrued interest. The note includes a reset provision in the conversion price in the event the Company subsequently sells shares at a price lower than $0.30. As a result, the Company determined that the conversion feature of the note qualified for derivative accounting. The fair value of the embedded conversion feature as determined using the Black-Scholes option pricing model amounted to $341,987 which was recognized as a debt discount with a corresponding credit to derivative liability and amortized over the term of the note. | |
| (C) | As part of the share exchange agreement, NAC paid $275,000 to the Company's shareholders who assumed all liabilities of the Company. Since this is a non-recurring charge, this has not been included in the pro forma statements of operations. |
| (DC) | Related party advance amounting to $56,965 were converted to 569,656 shares. |
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