Attached files
Exhibit 99.3
TABLE OF CONTENTS
|
Index
|
|
|
Unaudited Pro Forma Consolidated Balance Sheet as of July 31, 2014
|
F-1
|
|
Unaudited Pro Forma Consolidated Statement of Operations
|
|
|
for the Year Ended July 31, 2014
|
F-2
|
|
Unaudited Pro Forma Consolidated Statement of Operations
|
|
|
for the Three Months Ended October 31, 2014
|
F-3
|
|
Notes to the Unaudited Pro Forma Consolidated Financial Statements
|
F-4
|
|
Unaudited Pro Forma Consolidated Balance Sheet
|
|||||||||||||
|
For the Fiscal Year Ended July 31, 2014
|
|||||||||||||
|
Adjusted
|
|||||||||||||
|
Gold
|
Amazing
|
Combined
|
Pro Forma
|
Pro Forma
|
|||||||||
|
Crest
|
Energy, Inc.
|
Totals
|
Adjustments
|
REF
|
Totals
|
||||||||
|
ASSETS
|
|||||||||||||
|
CURRENT ASSETS
|
|||||||||||||
|
Cash & Cash Equivalents
|
1,229
|
434,619
|
435,848
|
435,848
|
|||||||||
|
Oil & Gas Receivables, Related Party
|
-
|
234,598
|
234,598
|
234,598
|
|||||||||
|
Total Current Assets
|
1,229
|
669,217
|
670,446
|
670,446
|
|||||||||
|
PROPERTY, PLANT AND EQUIPMENT, NET
|
-
|
59,917
|
59,917
|
59,917
|
|||||||||
|
OIL & GAS PROPERTIES, FULL COST METHOD
|
|||||||||||||
|
Evaluated Properties
|
-
|
6,185,430
|
6,185,430
|
6,185,430
|
|||||||||
|
Unevaluated Properties
|
11,373
|
-
|
11,373
|
11,373
|
|||||||||
|
Total oil & Gas Properties, Full Cost Method
|
11,373
|
6,185,430
|
6,196,803
|
6,196,803
|
|||||||||
|
Other Assets
|
-
|
26,621
|
26,621
|
26,621
|
|||||||||
|
TOTAL ASSETS
|
12,602
|
6,941,185
|
6,953,787
|
6,953,787
|
|||||||||
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|||||||||||||
|
CURRENT LIABILITIES
|
|||||||||||||
|
Accounts Payable
|
31,329
|
-
|
31,329
|
31,329
|
|||||||||
|
Accounts Payable, Related Party
|
145,176
|
145,176
|
145,176
|
||||||||||
|
Accrued Liabilities
|
83,661
|
6,805
|
90,466
|
90,466
|
|||||||||
|
Interest Payable, Related Party
|
112,259
|
112,259
|
112,259
|
||||||||||
|
Short Term Debt, Related Party
|
80,213
|
673,695
|
753,908
|
753,908
|
|||||||||
|
Total Current Liabilities
|
195,203
|
937,935
|
1,133,138
|
1,133,138
|
|||||||||
|
LONG TERM LIABILITIES
|
|||||||||||||
|
Asset Retirement Obligation
|
278,612
|
278,612
|
278,612
|
||||||||||
|
Long Term Debt, Related Party
|
2,694,779
|
2,694,779
|
2,694,779
|
||||||||||
|
Total Long Term Liabilities
|
2,973,391
|
2,973,391
|
2,973,391
|
||||||||||
|
TOTAL LIABILITIES
|
195,203
|
3,911,326
|
4,106,529
|
4,106,529
|
|||||||||
|
SHAREHOLDERS' EQUITY:
|
|||||||||||||
|
Common stock, Par $0.001, 500,000,000 authorized
|
94,006
|
136
|
94,142
|
(128)
|
1
|
478,829
|
|||||||
|
384,849
|
2
|
||||||||||||
|
13
|
5
|
||||||||||||
|
12
|
6
|
||||||||||||
|
12
|
7
|
||||||||||||
|
11
|
8
|
||||||||||||
|
10
|
9
|
||||||||||||
|
(92)
|
4
|
||||||||||||
|
Preferred Stock
|
79,755
|
3
|
79,755
|
||||||||||
|
Series A convertible preferred stock
|
10,000
|
10,000
|
(10,000)
|
5
|
|||||||||
|
Series B convertible preferred stock
|
10,000
|
10,000
|
(10,000)
|
6
|
|||||||||
|
Series C convertible preferred stock
|
10,000
|
10,000
|
(10,000)
|
7
|
|||||||||
|
Series D convertible preferred stock
|
10,000
|
10,000
|
(10,000)
|
8
|
|||||||||
|
Series E convertible preferred stock
|
9,870
|
9,870
|
(9,870)
|
9
|
|||||||||
|
Treasury stock
|
(90,998)
|
(90,998)
|
90,998
|
10
|
|||||||||
|
Additional Paid-In Capital
|
9,495,503
|
6,477,404
|
15,972,907
|
128
|
1
|
5,695,135
|
|||||||
|
(384,849)
|
2
|
||||||||||||
|
(79,755)
|
3
|
||||||||||||
|
(90,998)
|
10
|
||||||||||||
|
9,987
|
5
|
||||||||||||
|
9,988
|
6
|
||||||||||||
|
9,988
|
7
|
||||||||||||
|
9,989
|
8
|
||||||||||||
|
9,860
|
9
|
||||||||||||
|
(9,772,110)
|
11
|
||||||||||||
|
Accumulated Deficit
|
(9,772,110)
|
(3,406,553)
|
(13,178,663)
|
9,772,110
|
11
|
(3,406,553)
|
|||||||
|
Total Shareholders' Equity
|
(182,601)
|
3,029,859
|
2,847,258
|
(92)
|
2,847,166
|
||||||||
|
Non-controlling interest
|
92
|
4
|
92
|
||||||||||
|
Total Equity
|
(182,601)
|
3,029,859
|
2,847,258
|
-
|
2,847,258
|
||||||||
|
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
12,602
|
6,941,185
|
6,953,787
|
-
|
6,953,787
|
||||||||
F-1
|
AMAZING ENERGY OIL AND GAS CO.
|
|||||||||||||
|
Unaudited Pro Forma Consolidated Statements of Operations
|
|||||||||||||
|
For the Fiscal Year Ended July 31, 2014
|
|||||||||||||
|
Adjusted
|
|||||||||||||
|
Gold
|
Amazing
|
Combined
|
Pro Forma
|
Pro Forma
|
|||||||||
|
Crest
|
Energy, Inc.
|
Totals
|
Adjustments
|
REF
|
Totals
|
||||||||
|
OIL & GAS SALES
|
1,414,276
|
1,414,276
|
1,414,276
|
||||||||||
|
OPERATING EXPENSES
|
|||||||||||||
|
Lease Operating Expenses
|
449,960
|
449,960
|
449,960
|
||||||||||
|
Selling, General, & Administrative Expenses
|
97,652
|
671,873
|
769,525
|
769,525
|
|||||||||
|
Depreciation Expense
|
10,828
|
10,828
|
10,828
|
||||||||||
|
Depletion Expense
|
500,355
|
500,355
|
500,355
|
||||||||||
|
Accretion Expense
|
12,605
|
12,605
|
12,605
|
||||||||||
|
Gain on Sale of Assets
|
-
|
||||||||||||
|
TOTAL OPERATING EXPENSES
|
97,652
|
1,645,621
|
1,743,273
|
1,743,273
|
|||||||||
|
INCOME (LOSS) FROM OPERATIONS
|
(97,652)
|
(231,345)
|
(328,997)
|
(328,997)
|
|||||||||
|
OTHER INCOME (EXPENSE)
|
|||||||||||||
|
Interest Expense
|
(192,313)
|
(192,313)
|
(192,313)
|
||||||||||
|
TOTAL OTHER INCOME (EXPENSE)
|
(192,313)
|
(192,313)
|
(192,313)
|
||||||||||
|
NET INCOME (LOSS)
|
(97,652)
|
(423,658)
|
(521,310)
|
(521,310)
|
|||||||||
F-2
|
Unaudited Pro Forma Consolidated Statements of Operations
|
|||||||||||||
|
For the Three Months Periods Ended October 31, 2014
|
|||||||||||||
|
Adjusted
|
|||||||||||||
|
Gold
|
Amazing
|
Combined
|
Pro Forma
|
Pro Forma
|
|||||||||
|
Crest
|
Energy, Inc.
|
Totals
|
Adjustments
|
REF
|
Totals
|
||||||||
|
OIL & GAS SALES
|
324,317
|
324,317
|
324,317
|
||||||||||
|
OPERATING EXPENSES
|
|||||||||||||
|
Lease Operating Expenses
|
218,000
|
218,000
|
218,000
|
||||||||||
|
Selling, General, & Administrative Expenses
|
95,462
|
185,614
|
281,076
|
281,076
|
|||||||||
|
Depreciation Expense
|
1,768
|
1,768
|
1,768
|
||||||||||
|
Depletion Expense
|
110,324
|
110,324
|
110,324
|
||||||||||
|
Accretion Expense
|
3,441
|
3,441
|
3,441
|
||||||||||
|
Gain on Sale of Assets
|
|||||||||||||
|
TOTAL OPERATING EXPENSES
|
95,462
|
519,147
|
614,609
|
614,609
|
|||||||||
|
INCOME (LOSS) FROM OPERATIONS
|
(95,462)
|
(194,830)
|
(290,292)
|
(290,292)
|
|||||||||
|
OTHER INCOME (EXPENSE)
|
|||||||||||||
|
Interest Income
|
104
|
104
|
104
|
||||||||||
|
Interest Expense
|
(48,111)
|
(48,111)
|
(48,111)
|
||||||||||
|
TOTAL OTHER INCOME (EXPENSE)
|
(48,007)
|
(48,007)
|
(48,007)
|
||||||||||
|
NET INCOME (LOSS)
|
(95,462)
|
(242,837)
|
(338,299)
|
(338,299)
|
|||||||||
F-3
AMAZING ENERGY, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
These unaudited pro forma consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP"). These pro forma consolidated financial statements do not contain all of the information required for annual financial statements. Accordingly, the should be read in conjunction with the most recent annual financial statements of Amazing Energy, Inc. (formerly Gold Crest Mines, Inc.). Effective October 9, 2014, Amazing Energy, Inc. entered into a change in control agreement with Gold Crest Mines, Inc., a US publicly traded company registered with the Securities and Exchange Commission. Under the terms of the agreement, certain controlling shareholders of Amazing Energy, Inc. exchanged 12,829,000 shares of its common stock to Gold Crest Mines, Inc. for 384,848,504 shares of common stock and 79,755 shares of Series "A" convertible preferred stock of Gold Crest Mines. Each Series "A" convertible preferred share is convertible into 10,000 shares of Gold Crest Mines, Inc. common stock.
These pro forma consolidated financial statements have been compiled from and include:
|
a)
|
An unaudited pro forma consolidated balance sheet combining the audited balance sheet of Amazing Energy, Inc. as of July 31, 2014, with the unaudited balance sheet of Gold Crest Mines, Inc. as of July 31, 2014, giving the effect to the transaction is if it occurred on July 31, 2014.
|
|
b)
|
An unaudited pro forma consolidated statement of operations combining the audited statement of operations of Amazing Energy, Inc. for the year ended July 31, 2014, with the unaudited statement of operations of Gold Crest Mines, Inc. for the year ended July 31, 2014, giving effect to the transaction as if it occurred on July 31, 2014.
|
|
c)
|
An unaudited pro forma consolidated statement of operations combining the unaudited statement of operations of Amazing Energy, Inc. for the three months ended October 31, 2014, with the unaudited statement of operations of Gold Crest Mines, Inc. for the three months ended October 31, 2014, giving effect to the transaction as if it occurred on July 31, 2014.
|
The unaudited pro forma financial consolidated statements have been compiled using the significant accounting policies as set out in the audited financial statements of Amazing Energy, Inc. and Gold Crest Mines, Inc. of the years ended July 31, 2014 and December 31, 2013, respectively. The unaudited pro forma consolidated financial statements should be read in conjunction with the historical financial statements and notes thereto of Amazing Energy, Inc. and Gold Crest Mines, Inc.
It is management's opinion that these pro forma consolidated financial statements include all adjustments necessary for fair presentation, in all material respects, of the proposed transaction described above in accordance with US GAAP applied on a basis consistent with Amazing Energy, Inc.'s accounting policies. No adjustments have been made to reflect potential cost savings that may occur subsequent to completion of the transaction. The pro forma consolidated statement of operations does not reflect non-recurring charges or credits directly attributable to the transaction, of which none are currently anticipated.
The unaudited pro forma consolidated financial statements are not intended to reflect the results of operations or the financial position of Amazing Energy, Inc which would have actually resulted had the proposed transaction been effected on the date indicated. Further, the unaudited pro forma financial information in not necessarily indicative of the results of operations that may be obtained in the future. 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.
F-4
Note 2. Proposed Transaction
October 9, 2014, Amazing Energy, Inc. entered into a change in control agreement ("Plan of Merger") with Gold Crest Mines, Inc., a US publicly traded company registered with the Securities and Exchange Commission. Under the terms of the agreement, certain controlling shareholders of Amazing Energy, Inc. exchanged 12,829,000 shares of its common stock to Gold Crest Mines, Inc. for 384,848,504 shares of common stock and 79,755 shares of Series "A" convertible preferred stock of Gold Crest Mines. Each Series "A" convertible preferred share is convertible into 10,000 shares of Gold Crest Mines, Inc. common stock. The remaining outstanding shares of Amazing Energy, Inc. are treated as a minority interest and will eventually be converted into shares of common stock at the same exchange ratio as the certain controlling shareholders.
The Plan of Merger was treated as a reverse merger with Gold Crest Mines, Inc. deemed the accounting acquirer and Amazing Energy, Inc. deemed the accounting acquiree under the purchase method of accounting. The reverse merger is deemed a recapitalization and the pro forma consolidated financial statements represent the continuation of the financial statements of Gold Crest Mines, Inc. including its capital structure. Assets acquired and liabilities assumed are reported at their historical amounts.
Pro forma adjustments reflect [1] the issuance of 384,848,504 shares of Common Stock and 79,755 shares of Preferred Stock of Gold Crest Mines, Inc. in exchange for 12,829,000 shares of Common Stock, which represents controlling share, of Amazing Energy, Inc.
The following is a detail of the pro forma adjustments:
|
REF
|
Acct Name
|
Description
|
|
|
|
1
|
Common Stock
|
Exchange 12,829,000 shares of Amazing Energy for
|
128
|
|
|
1
|
Additional Paid-in Capital
|
384,848,508 shares of Gold Crest Mines
|
(128)
|
|
|
2
|
Common Stock
|
Exchange 12,829,000 shares of Amazing Energy for
|
(384,849)
|
|
|
2
|
Additional Paid-in Capital
|
384,848,508 shares of Gold Crest
|
384,849
|
|
|
3
|
Preferred Stock
|
Issue 79,755 preferred shares of Gold Crest convertible
|
(79,755)
|
|
|
3
|
Additional Paid-in Capital
|
into common at 10,000 to 1
|
79,755
|
|
|
4
|
Common Stock
|
Unconverted shares of Amazing Energy of
|
92
|
|
|
4
|
Minority Interest
|
9,181,843 shares; will convert into 844,254,382
|
(92)
|
|
|
5
|
Common Stock
|
To convert Series A Preferred to
|
(13)
|
|
|
5
|
Preferred Stock
|
1,250,000 shares of Amazing Energy common and
|
10,000
|
|
|
5
|
Additional Paid-in Capital
|
will convert into 115,207,587 of Gold Crest
|
(9,987)
|
|
|
6
|
Common Stock
|
To convert Series B Preferred to
|
(12)
|
|
|
6
|
Preferred Stock
|
1,182,000 shares of Amazing Energy common and
|
10,000
|
|
|
6
|
Additional Paid-in Capital
|
will convert into 108,940,294 of Gold Crest
|
(9,988)
|
|
|
7
|
Common Stock
|
To convert Series C Preferred to
|
(12)
|
|
|
7
|
Preferred Stock
|
1,150,000 shares of Amazing Energy common and
|
10,000
|
|
|
7
|
Additional Paid-in Capital
|
will convert into 105,990,980 of Gold Crest
|
(9,988)
|
|
|
8
|
Common Stock
|
To convert Series D Preferred to
|
(11)
|
|
|
8
|
Preferred Stock
|
1,100,000 shares of Amazing Energy common and
|
10,000
|
|
|
8
|
Additional Paid-in Capital
|
will convert into 101,382,677 of Gold Crest
|
(9,989)
|
|
|
9
|
Common Stock
|
To convert Series E Preferred to
|
(10)
|
|
|
9
|
Preferred Stock
|
1,036,378 shares of Amazing Energy common and
|
9,870
|
|
|
9
|
Additional Paid-in Capital
|
will convert into 95,518,887 of Gold Crest
|
(9,860)
|
|
|
10
|
Treasury Stock
|
Eliminate Treasury Shares of Amazing Energy
|
(90,998)
|
|
|
10
|
Additional Paid-in Capital
|
90,998
|
||
|
11
|
Deficit
|
Eliminate Gold Crest Deficit
|
(9,772,110)
|
|
|
11
|
Additional Paid-in Capital
|
9,772,110
|
F-5