Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K WOLFE CREEK MINING - GREEN ENVIROTECH HOLDINGS CORP. | form8k.htm |
| EX-99.1 - EXHIBIT 99.1 - GREEN ENVIROTECH HOLDINGS CORP. | ex991.htm |
EXHIBIT 99.2
WOLFE
CREEK MINING, INC.
UNAUDITED
PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER
30, 2009
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Historical
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Wolfe
Creek
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GET
|
Adjustments
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Consolidated
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|||||||||||||
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ASSETS
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Current
Assets
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Cash
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$ | 6,442 | $ | 17,761 | $ | - | $ | 24,203 | ||||||||
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Total
current assets
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6,442 | 17,761 | - | 24,203 | ||||||||||||
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Fixed
Assets
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||||||||||||||||
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Property
and equipment
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- | - | - | - | ||||||||||||
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TOTAL
ASSETS
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$ | 6,442 | $ | 17,761 | $ | - | $ | 24,203 | ||||||||
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LIABILITIES
AND STOCKHOLDERS' EQUITY
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Current
Liabilities
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Accounts
payable
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$ | - | $ | 38,212 | $ | - | $ | 38,212 | ||||||||
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Due
to related parties
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5,000 | 166,290 | - | 171,290 | ||||||||||||
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TOTAL
LIABILITIES
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5,000 | 204,502 | - | 209,502 | ||||||||||||
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Common
stock
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4,000 | 8,824 | (8,824 | ) | 4,000 | |||||||||||
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Additional
paid-in capital
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36,000 | 79,411 | (29,734 | ) | 85,677 | |||||||||||
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Deficits
accumulated during the development
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(38,558 | ) | (274,976 | ) | 38,558 | (274,976 | ) | |||||||||
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stage
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TOTAL
STOCKHOLDERS' DEFICIT
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1,442 | (186,741 | ) | - | (185,299 | ) | ||||||||||
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TOTAL
LIABILITIES & STOCKHOLDERS'
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||||||||||||||||
|
EQUITY
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$ | 6,442 | $ | 17,761 | $ | - | $ | 24,203 | ||||||||
1
WOLFE
CREEK MINING, INC.
UNAUDITED
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2009
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|
Historical
|
||||||||||||||||
|
Wolfe
Creek
|
GET
|
Adjustment
|
Consolidated
|
|||||||||||||
|
Revenues,
net
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$ | - | $ | - | $ | - | $ | - | ||||||||
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Expenses
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||||||||||||||||
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General
and administration
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9,845 | 178,041 | - | 187,886 | ||||||||||||
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Depreciation
and amortization expense
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- | - | - | |||||||||||||
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Total
expenses
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9,845 | 178,041 | - | 187,886 | ||||||||||||
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Net
loss before provision for
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income
taxes
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$ | (9,845 | ) | $ | (178,041 | ) | $ | - | $ | (187,886 | ) | |||||
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Loss
per share, basic and diluted
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$ | (0.00 | ) | $ | (0.02 | ) | $ | (0.05 | ) | |||||||
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Weighted
average number of shares outstanding
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4,000,000 | 8,823,529 | 4,000,000 | |||||||||||||
2
WOLFE
CREEK MINING, INC.
UNAUDITED
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE
YEAR ENDED DECEMBER 31, 2008
|
Historical
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||||||||||||||||
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Wolfe
Creek
|
GET
|
Adjustment
|
Consolidated
|
|||||||||||||
|
Revenues,
net
|
$ | - | $ | - | $ | - | $ | - | ||||||||
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Expenses
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||||||||||||||||
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General
and administration
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12,608 | 96,877 | - | 109,485 | ||||||||||||
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Depreciation
and amortization expense
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7,000 | - | - | 7,000 | ||||||||||||
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Total
expenses
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19,608 | 96,877 | - | 116,485 | ||||||||||||
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Net
loss before provision for
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income
taxes
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$ | (19,608 | ) | $ | (96,877 | ) | $ | - | $ | (116,485 | ) | |||||
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Loss
per share, basic and diluted
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$ | (0.00 | ) | $ | (0.01 | ) | $ | (0.03 | ) | |||||||
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Weighted
average number of shares outstanding
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4,000,000 | 8,823,529 | 4,000,000 | |||||||||||||
3
WOLFE
CREEK MINING, INC.
PRO FORMA
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The
following unaudited pro forma consolidated financial statements give effect to
the reverse acquisition of Green EnviroTech Corp. (“GET”) by Wolfe Creek Mining,
Inc. (“Wolfe Creek” and the “Company”) and are based on estimates and
assumptions set forth herein and in the notes to such pro forma
statements.
In
October 2009, GET entered into an Agreement and Plan of Merger with Wolfe Creek
and upon closing of the transaction, GET became a wholly-owned subsidiary of
Wolfe Creek (the “Agreement”).
In
accordance with the Agreement, the 4,000,000 issued and outstanding shares of
common stock of Wolfe Creek and simultaneously, the 8,823,529 shares of common
stock that GET has issued and outstanding will convert at a .3400005 per share
ratio into new shares of Wolfe Creek. On October 14,
2009 Kristen Paul, the sole officer
and director of the Company sold her 3,000,000 shares of Common Stock
to Green EnviroTech Corp., which shares are being cancelled.
This
transaction is being accounted for as a reverse acquisition and a
recapitalization. Magnolia is the acquirer for accounting
purposes.
The
following unaudited pro forma consolidated statement of operations for the nine
months ended September 30, 2009 and the year ended December 31, 2008 gives
effect to the above as if the transactions had occurred at the beginning of the
period. The unaudited pro forma consolidated balance sheet at
September 30, 2009 assumes the effects of the above as if this transaction had
occurred as of January 1, 2008.
4
WOLFE
CREEK MINING, INC.
PRO FORMA
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The
unaudited pro forma consolidated financial statements are based upon, and should
be read in conjunctions with Wolfe Creek’s audited financial statements as of
and for the year ended December 31, 2008 and interim financial statements for
the nine months ended September 30, 2009 and the historical financial statements
of GET for the period October 6, 2008 (Inception) through December 31, 2008 and
for the nine months ended September 30, 2009.
The
unaudited pro forma consolidated financial statements and notes thereto
contained forward-looking statements that involve risks and
uncertainties. Therefore, our actual results may vary materially from
those discussed herein. The unaudited pro forma consolidated
financial statements do not purport to be indicative of the results that would
have been reported had such events actually occurred on the dates specified, nor
is it indicative our future results.
5
WOLFE
CREEK MINING, INC.
NOTES TO
UNAUDITED PRO FORMA
CONSOLIDATED
FINANCIAL STATEMENTS
NOTE
A – ACCOUNTING TREATMENT APPLIED AS A RESULT OF THIS
TRANSACTION
The
transaction is being accounted for as reverse acquisition and
recapitalization. GET is the acquirer for accounting
purposes. Wolfe Creek is the issuer. Accordingly, GET’s
historical financial statements for periods prior to the acquisition become
those of the acquirer retroactively restated for the equivalent number of shares
received in the transaction. The accumulated deficit of GET is
carried forward after the acquisition. Operations prior to the
transactions are those of GET. Earnings per share for the period
prior to the transaction are restated to reflect the equivalent number of shares
outstanding.
NOTE
B – ADJUSTMENT
|
(a)
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To
eliminate Wolfe Creek’s historical expenses to reflect reverse acquisition
and a recapitalization treatment.
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(b)
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To
record the cancellation of the Kristen Paul 3,000,000 shares and the
simultaneous conversion of the GET shares into new Wolfe Creek
shares.
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NOTE
C – PRO FORMA WEIGHTED AVERAGES SHARES OUTSTANDING
Pro forma
shares outstanding assuming the transaction occurred as of September 30,
2009:
|
Wolfe
Creek Shares Outstanding
|
4,000,000 | |||
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Cancellation
of shares
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(3,000,000 | ) | ||
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Shares
issued in reverse merger with GET
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3,000,000 | |||
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Pro
forma shares outstanding
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4,000,000 |