Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Petron Energy II, Inc. | peii1203form8k.htm |
| EX-99.1 CHARTER - EXHIBIT 99.1 - Petron Energy II, Inc. | peii1203form8kexhib991.htm |
PETRON ENERGY II, INC.
UNAUDITED COMBINED PRO FORMA FINANCIAL INFORMATION
In August 2011, Petron Energy II, Inc. (the "Company"), entered into an "Asset Acquisition Agreement" with ONE Energy Capital Corp. ("ONE Energy"). The Company purchased producing oil and gas wells owned by ONE Energy by issuing 5,910,000 shares for the Company's Series B Preferred Stock. ONE Energy has the right to convert such Series B Preferred Shares into the number of common shares having a total value of $5,910,000 based on the trading price of the Company's common stock on the date of such conversion. The purchase transaction was completed and the convertible preferred shares issued on February 9, 2012.
The unaudited combined pro forma balance sheet gives effect to the acquisition as if the transaction had taken place on December 31, 2011 and combines Petron's audited balance sheet at December 31, 2011 and the asset and equity transaction of the purchase of ONE Energy's oil and gas producing properties net of estimated impairment. The combined pro forma statement of operations gives effect to the acquisition as if the transaction had taken place on January 1, 2011.
These combined pro forma financial information is provided for illustrative purposes and does not purport to represent what the Company's financial position would have been if such transactions had occurred on the above mentioned dates. These statements were prepared using accounting principles generally accepted in the United States. The use of estimates is required and actual results could differ from the estimates used. The Company believes the assumptions used provide a reasonable basis for presenting the significant effects directly attributable to the acquisition.
PETRON ENERGY II, INC.
UNAUDITED COMBINED PRO FORMA FINANCIAL INFORMATION
| Index to Financial Statements | Page | |
| INDEX | F-1 | |
| COMBINED PRO FORMA BALANCE SHEET | F-2 | |
| COMBINED PRO FORMA STATEMENT OF OPERATIONS | F-3 | |
| NOTES TO UNAUDITED COMBINED PRO FORMA FINANCIAL INFORMATION. | F-4 | |
The accompanying notes are an integral part to these financial statements.
F-1
| PETRON ENERGY II, INC. | |||||
| COMBINED PRO FORMA BALANCE SHEET | |||||
| (Unaudited) | |||||
| Record ONE Energy Purchase | |||||
| December 31, | December 31, 2011 Pro Forma Combined | ||||
| 2011 | |||||
| ASSETS | |||||
| Current Assets | |||||
| Cash | $ 106,850 | $ - | $ 106,850 | ||
| Accounts Receivable--Oil & gas sales | 53,466 | - | 53,466 | ||
| Total Current Assets | 160,316 | - | 160,316 | ||
| Pipeline, net of accumulated depreciation | 808,711 | - | 808,711 | ||
| Producing Oil & Gas Properties, net of accumulated depletion | 1,433,068 | 5,910,000 | (1) | ||
| (5,903,000) | (2) | ||||
| - | 1,440,068 | ||||
| Other Depreciable Equipment, net of accumulated depreciation | 180,264 | - | 180,264 | ||
| Other Assets | 31,575 | - | 31,575 | ||
| TOTAL ASSETS | $ 2,613,934 | $ 7,000 | $ 2,620,934 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
| Current Liabilities | |||||
| Accounts Payable--Trade | $ 443,114 | $ - | $ 443,114 | ||
| Accounts Payable--Related Party | 50,617 | - | 50,617 | ||
| Accrued Liabilities | 72,158 | - | 72,158 | ||
| Total Current Liabilities | 565,889 | - | 565,889 | ||
| Asset Retirement Obligation | 25,540 | - | 25,540 | ||
| Common Stock Issuance Liability | - | 5,904,090 | (1) | 5,904,090 | |
| TOTAL LIABILITIES | 591,429 | 5,904,090 | 6,495,519 | ||
| STOCKHOLDERS' EQUITY | |||||
| Convertible Preferred Stock Series B, $0.001 par value, | |||||
| 5,910,000 issued and outstanding | - | 5,910 | (1) | 5,910 | |
| Preferred Stock Series A, $0.001 par value, | |||||
| 1,000 issued and outstanding | 1 | - | 1 | ||
| Common Stock, $0.001 par value, 1,000,000,000 shares authorized, | |||||
| 110,727,511 issued and outstanding, respectively | 110,727 | - | 110,727 | ||
| Additional Paid-In Capital | 13,406,937 | - | 13,406,937 | ||
| Accumulated Deficit | (11,495,160) | (5,903,000) | (17,398,160) | ||
| Total Stockholders' Equity | 2,022,505 | (5,897,090) | (3,874,585) | ||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,613,934 | $ 7,000 | $ 2,620,934 | ||
The accompanying notes are an integral part to these financial statements.
F-2
| PETRON ENERGY II, INC. | |||||||
| COMBINED PRO FORMA STATEMENT OF OPERATIONS | |||||||
| (Unaudited) | |||||||
| Year Ended December 31, 2011 | |||||||
| Petron Energy II | ONE Energy Purchase | Pro Forma Adjustments | Pro Forma Combined | ||||
| Revenues | |||||||
| Oil & Gas Sales | $ 96,294 | $ 112,327 | $ - | $ 208,621 | |||
| Pipeline Revenue | 8,648 | - | - | 8,648 | |||
| Total Revenue | 104,942 | 112,327 | - | 217,269 | |||
| Costs and Expenses: | |||||||
| Cost of Revenue | 62,493 | 241,104 | - | 303,597 | |||
| Depletion, Depreciation and Amortization | 34,225 | - | 11,600 | (3) | 45,825 | ||
| Impairment Charge | - | - | 5,903,000 | (2) | 5,903,000 | ||
| General and Administrative | 480,931 | - | - | 480,931 | |||
| Total Expenses | 577,649 | 241,104 | 5,914,600 | 6,733,353 | |||
| Loss from Operations Before Income Taxes | (472,707) | (128,777) | (5,914,600) | (6,516,084) | |||
| Income Tax Benefit | - | - | - | - | |||
| Net Loss | (472,707) | (128,777) | (5,914,600) | (6,516,084) | |||
| Preferred Stock Dividends | - | - | - | - | |||
| Net Loss Available to Common Stockholders | $ (472,707) | $ (128,777) | $ (5,914,600) | $ (6,516,084) | |||
| Loss per share--basic and diluted | ($0.070) | ||||||
| Weighted average number of shares--basic and diluted | 92,432,707 | ||||||
The accompanying notes are an integral part to these financial statements.
F-3
| PETRON ENERGY II, INC. | ||||||||||
| NOTES TO UNAUDITED COMBINED PRO FORMA FINANCIAL INFORMATION | ||||||||||
| In August, 2011, Petron Energy II, Inc. (the "Company"), entered into an "Asset Acquisition Agreement" with ONE Energy Capital Corp. ("ONE Energy"). The Company purchased producing oil and gas wells owned by ONE Energy by issuing 5,910,000 shares for the Company's Series B Preferred Stock. ONE Energy has the right to convert such Series B Preferred Shares into the number of common shares having a total value of $5,910,000 based on the trading price of the Company's common stock on the date of such conversion. The purchase transaction was completed and the convertible preferred shares issued on February 9, 2012. Upon completion of the purchase the Company recorded the $5,910 par value of the preferred shares and a common stock issuance liability of $5,904,090 which will be recognized as additional paid-in capital at the time the preferred shares are converted to common stock. | ||||||||||
| (1) | ||||||||||
| (2) | Entry to recognize estimated impairment of oil and gas producing properties. | |||||||||
| (3) | Estimated depletion for the year ended December 31, 2011 for the ONE Energy wells. | |||||||||
End of notes to these financial statements.
F-4