Attached files
| file | filename |
|---|---|
| 8-K/A - FORM 8-K/A AMENDED CURRENT REPORT - BINGO NATION INC | f8ka083115_8kz.htm |
| EX-99.1 - EXHIBIT 99.1 AUDITED FINANCIAL STATEMENTS - BINGO NATION INC | f8ka083115_ex99z1.htm |
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
AS OF JUNE 30, 2014
Basis of Presentation
The accompanying unaudited pro forma consolidated balance sheet and statements of operations were prepared based on the historical financial information of Indie Growers Associations (the “Company”) and River Ridge Sunshine Farms LLC (the “Subsidiary”) giving effect to the acquisition of the Subsidiary by the Company for 62,000,000 shares of the Company on June 30, 2014.
River Ridge Sunshine Farms LLC holds a 10 year lease on a 40 acre property which has been subleased to licensed cannabis producers. In the year ended March 31, 2015 no revenue was generated from the sub leases held by the Subsidiary so Management has determined that the acquisition goodwill should be fully impaired (see Notes (b) and (e) below).
In order to present a consolidated pro forma balance sheet, we have included the unaudited balance sheet of the Company on June 30, 2014 just prior to the acquisition and consolidated it with the audited balance sheet of the Subsidiary on June 30, 2014.
The consolidated pro forma statement of operations only reflects the income and expenses of the Company. The income and expenses of the Subsidiary are carried through as a component of goodwill on the balance sheet of the Company.
The accompanying unaudited pro forma consolidated financial information should be read in conjunction with the audited financial statements and notes of the Subsidiary accompanying this amended Current Report on Form 8-K/A as well as the Company’s annual and quarterly reports filed with the Securities and Exchange Commission on Form 10-K/A and Form 10-Q, respectively.
The unaudited pro forma consolidated balance sheet and statement of operations includes pro forma adjustments which reflect transactions and events that are directly attributable to the acquisition and are factually supportable. These pro forma adjustments are described in the accompanying notes.
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INDIE GROWERS ASSOCIATION
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2014
|
| Company prior to Acquisition |
| Subsidiary prior to Acquisition |
| Acquisition Adjustments |
| Notes |
| Consolidated Pro Forma after Acquisition |
| Consolidated Pro Forma after Impairment |
|
| 6/30/14 |
| 6/30/14 |
| 6/30/14 |
|
| 6/30/14 |
| 6/30/14 | |
ASSETS |
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Current Assets |
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|
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|
Cash | $ | 201 | $ | 9,103 | $ | - |
|
| $ | 9,304 | $ | 9,304 |
Advances to tenant |
| - |
| 2,000 |
| - |
|
|
| 2,000 |
| 2,000 |
Total current assets |
| 201 |
| 11,103 |
| - |
|
|
| 11,304 |
| 11,304 |
Non-current assets |
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|
Advances to River Ridge Sunshine Farms LLC |
| 103,500 |
| - |
| (103,500) |
| (a) |
| - |
| - |
Buildings and infrastructure, net |
| - |
| 144,485 |
| - |
|
|
| 144,485 |
| 144,485 |
Goodwill |
| - |
| - |
| 51,482,198 |
| (b)/(e) |
| 51,482,198 |
| - |
Total non-current assets |
| 103,500 |
| 144,485 |
| - |
|
|
| 51,626,683 |
| 144,485 |
TOTAL ASSETS | $ | 103,701 | $ | 155,589 | $ | 51,378,698 |
|
| $ | 51,637,987 | $ | 155,791 |
LIABILITIES AND STOCKHOLDER’S/MEMBER’S DEFICIENCY |
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Current Liabilities |
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Accounts payable and accrued liabilities | $ | 26,439 | $ | 13,639 | $ | - |
|
| $ | 40,078 | $ | 40,078 |
Advances from Indie Growers Association |
| - |
| 103,500 |
| (103,500) |
| (a) |
| - |
| - |
Convertible notes payable |
| 317,930 |
| - |
| - |
|
|
| 317,930 |
| 317,930 |
Total current liabilities |
| 344,369 |
| 117,139 |
| $ (103,500) |
|
|
| 358,008 |
| 358,008 |
Long Term Liabilities |
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Deferred vendor incentive, net |
| 5,050 |
| - |
| - |
|
|
| 5,050 |
| 5,050 |
Due to related parties |
| - |
| - |
| 60,648 |
| (c) |
| 60,648 |
| 60,648 |
Total long term liabilities |
| 5,050 |
| - |
| 60,648 |
|
|
| 65,698 |
| 65,698 |
TOTAL LIABILITIES |
| 349,419 |
| 117,139 |
| (42,852) |
|
|
| 423,706 |
| 423,706 |
STOCKHOLDER’S/MEMBER’S DEFICIENCY |
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|
Advances from member |
| - |
| 60,648 |
| (60,648) |
| (c) |
| - |
| - |
Common stock |
| 16,382 |
| - |
| 62,000 |
| (b) |
| 78,382 |
| 78,382 |
Additional paid-in capital |
| 62,359,481 |
| - |
| 51,398,000 |
| (b) |
| 113,757,481 |
| 113,757,481 |
Accumulated deficit |
| (62,621,581) |
| (22,198) |
| 22,198 |
| (b) |
| (62,621,581) |
| (114,103,779) |
TOTAL DEFICIENCY |
| (245,718) |
| 38,450 |
| 51,421,550 |
|
|
| 51,214,282 |
| (267,916) |
TOTAL LIABILITIES AND STOCKHOLDERS/MEMBERS DEFICIENCY | $ | 103,701 | $ | 155,589 | $ | 51,378,698 |
|
| $ | 51,637,987 | $ | 155,791 |
- 2 -
INDIE GROWERS ASSOCIATION
UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
FOR THE 3 MONTHS ENDED JUNE 30, 2014
|
| Company prior to Acquisition |
| Subsidiary prior to Acquisition |
| Acquisition Adjustments |
| Consolidated Pro Forma after Acquisition |
| Consolidated Pro Forma after Impairment |
|
| For the 3 months ended 06/30/14 |
| Inception through 06/30/14 |
| 6/30/14 |
| 6/30/14 |
| 6/30/14 |
EXPENSES |
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Depreciation | $ | - | $ | 1,196 | $ | (1,196) | $ | - | $ | - |
Equipment rental |
| - |
| 1,643 |
| (1,643) |
| - |
| - |
Management Fees |
| 31,090,552 |
| - |
| - |
| 31,090,552 |
| 31,090,552 |
General and administrative |
| 7,410 |
| 2,859 |
| (2,859) |
| 7,410 |
| 7,410 |
Interest |
| 246,240 |
| - |
| - |
| 246,240 |
| 246,240 |
Office Expense |
| - |
| 1,357 |
| (1,357) |
| - |
| - |
Professional fees |
| 8,365 |
| 7,000 |
| (7,000) |
| 8,365 |
| 8,365 |
Repairs and maintenance |
| - |
| 8,143 |
| (8,143) |
| - |
| - |
TOTAL OPERATING EXPENSES |
| 31,352,746 |
| 22,198 |
| (22,198) |
| 31,352,746 |
| 31,352,746 |
NET LOSS FROM OPERATIONS |
| (31,352,746) |
| (22,198) |
| 22,198 |
| (31,352,746) |
| (31,352,746) |
OTHER EXPENSES |
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Investment loss |
| ( 156,212) |
| - |
| - |
| ( 156,212) |
| ( 156,212) |
Impairment of Goodwill |
| - |
| - |
| - |
| - |
| (51,482,198) |
TOTAL OTHER EXPENSES |
| (156,212) |
| - |
| - |
| (156,212) |
| (51,636,410) |
NET LOSS | $ | (31,508,958) | $ | (22,198) | $ | 22,198 | $ | (31,508,958) | $ | (82,991,156) |
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| Note (d) |
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| Note (e) |
- 3 -
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
JUNE 30, 2014
Balance Sheet
(a)
Elimination of intercompany advances by the Company to the Subsidiary prior to the closing of the acquisition
(b)
The Company acquired the Subsidiary in exchange for 62,000,000 shares. The market value of the Company’s shares on the acquisition date was $0.83 per share thereby valuing the shares at $51,460,000. The Net Book Value of the acquired assets and liabilities at June30, 2014 was (22,198) therefore the transaction has been recorded as an acquisition of goodwill as follows:
| Shares | Par value | Additional Paid-in Capital | Total |
Stock issued | 62,000,000 | 62,000 | 51,398,000 | 51,460,000 |
Net book value of acquired assets | - | - | - | 22,198 |
Goodwill |
|
|
| 51,482,198 |
(c)
To adjust presentation format of Subsidiary to that of the Company by moving “Advance from member” in Member’s Deficiency to “Due to related parties” in Long Term Liabilities
Statement of Operations
(d)
To eliminate expenses and net income of Subsidiary and reflect as a component of goodwill on the Balance Sheet of the Company.
(e)
No revenue was generated from sub leases held by the Subsidiary for the year ended March 31, 2015 so Management has determined that the value of the acquisition should be fully impaired. Therefore, impairment of goodwill has been recorded as of the date of acquisition.
- 4 -