PEDEVCO (PED) 8-K/A Pacific Energy Development Corporation

Exhibit 99.3

 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined consolidated financial statements are based on the historical financial statements of PEDEVCO Corp. (formerly Blast Energy Services, Inc.)(“Blast” or the “Company”) and Pacific Energy Development Corp., a privately-held Nevada corporation (“PEDCO”) after giving effect to the agreement for our merger with PEDCO, and the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma combined financial statements.

The unaudited pro forma combined balance sheet as of March 31, 2012, is presented as if the merger with PEDCO had occurred on March 31, 2012.  The unaudited pro forma combined statements of operations for the three months ended March 31, 2012, are presented as if the merger had occurred on January 1, 2012, and on the audited pro forma combined statements of operations for the year ended December 31, 2011, are presented as if the date of the merger had occurred on January 1, 2011, with recurring merger-related adjustments reflected in each of the periods.

Determination of the purchase price and allocations of the purchase price used in the unaudited pro forma combined financial statements are based upon preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the purchase price measurement period as we finalize the valuations of the net tangible assets and intangible assets. Any change could result in material variances between our future financial results and the amounts presented in these unaudited combined financial statements, including variances in fair values recorded, as well as expenses associated with these items.

The unaudited pro forma combined financial statements are prepared for illustrative purposes only and are not necessarily indicative of or intended to represent the results that would have been achieved had the transaction been consummated as of the dates indicated or that may be achieved in the future. The unaudited pro forma combined financial statements do not reflect any operating efficiencies and associated cost savings that we may achieve with respect to the combined companies.

The unaudited pro forma combined financial statements should be read in conjunction with the historical consolidated financial statements and accompanying notes and other information pertaining to Blast and PEDCO contained in this report and/or in Blast’s filings with the SEC.

PEDEVCO CORP.
(formerly Blast Energy Services, Inc.)
Pro forma Consolidated Balance Sheets
(Unaudited)
			Pacific Energy
	Blast Energy		Development							Pro forma
	Services, Inc.		Corporation				Pro forma			Consolidated
	03/31/12		03/31/12				Adjustments			03/31/12
Assets
Current assets:
Cash	$	3,097	$	250,884						$	253,981
Accounts receivable, net		20,742		58,292							79,034
Deferred costs		-		309,635							309,635
Prepaid expenses and other current assets		68,655		20,170							88,825
Total current assets		92,494		638,981							731,475
Oil and gas properties
Proved oil and gas properties		699,851		3,750,000							4,449,851
Unproven oil and gas properties		696,178		1,729,989							2,426,167
Equity method investment		-		560,882							560,882
Total oil and gas properties		1,396,029		6,040,871							7,436,900
Other investment		-		4,100							4,100
Equipment, net		381,421		-							381,421
Goodwill		-		-	(1	)		2,091,000			2,091,000
Total assets	$	1,869,944	$	6,683,952				2,091,000		$	10,644,896
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	82,437	$	74,513						$	156,950
Accrued expenses		672,197		2,756,009							3,428,206
Accrued expenses – related parties		396,413		-	(6	)		(344,997	)		51,416
Note payable – related parties		106,150		-							106,150
Notes payable – other		1,561,589		-							1,561,589
Total current liabilities		2,818,786		2,830,522							5,304,311
Long-term liabilities:
Notes payable – related party		1,120,000		-	(6	)		(1,120,000	)		-
Asset retirement obligations		41,712		-							41,712
Total liabilities		3,980,498		2,830,522							5,346,023

Stockholders’ equity:
Series A Preferred Stock, $.001 par value, 20,000,000 shares
authorized, 6,000,000 shares issued and outstanding		6,000			-		(2	)		(6,000	)		14,714
							(5	)		14,714
Series A Preferred Stock, $.001 par value, 100,000,000 shares
authorized, 11,222,874 shares issued and outstanding		-			11,224		(5	)		(11,224	)		-
Series B Preferred Stock, $.001 par value, 1 share authorized
1 and 0 share issued and outstanding, respectively		-			-		(2	)		-			-
Common Stock, $.001 par value, 180,000,000 shares authorized;
71,425,905 shares and 19,202,580 shares issued and outstanding, respectively		71,426			-		(2	)		6,000			19,263
							(3	)		(76,734	)
							(4	)		17,917
							(6	)		654
Common stock, $0.001 par value, 200,000,000 shares authorized;
15,502,261 shares issued and outstanding		-			15,503		(4	)		(15,503	)		-
Subscription receivable		-			(69,667	)	(4	)		69,667			-
Additional paid-in capital		76,389,124			5,056,697		(1	)		2,091,000			6,790,858
							(3	)		76,734
							(4	)		(78,283,550	)
							(5	)		(3,490	)
							(6	)		1,464,343
Accumulated deficit		(78,577,104	)		(1,160,327	)	(4	)		78,211,469			(1,525,962	)
Total stockholders’ equity		(2,110,554	)		3,853,430								5,298,873
Total liabilities and stockholders’ equity	$	1,869,944		$	6,683,952				$	2,091,000		$	10,644,896

Pro Forma Footnotes:

(1) To record goodwill for the difference between the fair value of consideration transferred and the fair value of assets acquired and liabilities assumed (which valuation and allocation is not final, is not based on any valuation and is subject to change).

(2) To convert all outstanding Series A and Series B preferred stock into shares of the Company's common stock on a one-for-one basis.

(3) To adjust common stock par value and the additional paid-in capital to reflect one-for-one hundred and twelve (1:112) reverse stock split.

(4) To record the issuance of 17,917,261 shares of the Company's common stock to existing holders of common stock of PEDCO.

(5) To record the issuance of 14,713,645 shares of the Company's Series A preferred stock to existing holders of Series A preferred stock of PEDCO.

(6) To record the conversion of $1.465 million of Blast related party secured debt into common stock of PEDCO.

PEDEVCO CORP.
(formerly Blast Energy Services, Inc.)
Pro forma Consolidated Statements of Operations
(Unaudited)
				Pacific Energy
	Blast Energy			Development					Pro forma
	Services, Inc.			Corporation					Consolidated
	for Quarter			for Quarter					for Quarter
	Ended			Ended				Pro forma	Ended
	3/31/2012			3/31/2012				Adjustments	3/31/2012
Revenues:	$	118,214		$	-				$	118,214
										-
Cost of revenues
Services		-			-					-
Lease operating costs		67,353			-					67,353
Total cost of revenues		67,353			-					67,353
Operating expenses
Selling, general and administrative expense		190,981			438,746					629,727
Depreciation, depletion and amortization		36,124			-					36,124
Total operating expenses		227,105			438,746					665,851
Operating loss		(176,244	)		(438,746	)				(614,990	)
Other income (expense):
Interest expense		(189,391	)		-					(189,391	)
Equity in loss of equity method investment		-			(27,571	)				(27,571	)
Other income (expense)		-			-
Total other expense		(189,391	)		(27,571	)				(216,962	)
										-
Loss from continuing operations		(365,635	)		(466,317	)				(831,952	)
Net Loss		(365,635	)		(466,317	)				(831,952	)
Preferred dividends		(59,836	)		-					(59,836	)
Net loss attributable to common shareholders	$	(425,471	)	$	(466,317	)			$	(891,788	)
Net loss per common share - Basic :
Continuing operations	$	(0.01	)						$	(0.05	)
Net loss per common share - Diluted :
Continuing operations	$	(0.01	)						$	(0.05	)
Weighted average common shares outstanding - basic and diluted		71,425,905					(1)(2)	(52,163,325)		19,262,580

Pro forma footnotes:

(1) The weighted average common shares outstanding - basic and diluted is adjusted to reflect the following:

       - The conversion of all outstanding Series A and Series B preferred stock into shares of the Company's common stock on a one-for-one basis;

       - The one-for-one hundred and twelve (1:112) reverse stock split;

       - The issuance of 17,917,261 shares of the Company's common stock to existing holders of common stock of PEDCO; and

       - The conversion of $1.465 million of Blast related party secured debt converted into common stock of PEDCO.

(2) The weighted average common shares outstanding do not include the following potentially dilutive securities:

- The grant of warrants to purchase 1,120,000 of the Company's common stock to existing warrant holders of PEDCO;

- The grant of options to purchase 4,235,000 of the Company's common stock to existing option holders of PEDCO; and

- The issuance of 14,713,645 shares of the Company's Series A preferred stock to existing holders of Series A preferred stock of PEDCO.

PEDEVCO CORP.
(formerly Blast Energy Services, Inc.)
Pro forma Consolidated Statements of Operations
(Unaudited)
				Pacific Energy
	Blast Energy			Development				Pro forma
	Services, Inc.			Corporation				Consolidated
	for Year			for Year				for Year
	Ended			Ended			Pro forma	Ended
	12/31/2011			12/31/2011			Adjustments	12/31/2011
Revenues:	$	446,526		$	-			$	446,526
									-
Cost of revenues
Services		8,069			-				8,069
Lease operating costs		270,746			-				270,746
Total cost of revenues		278,815			-				278,815
Operating expenses									-
Selling, general and administrative expense		1,469,061			648,125				2,117,186
Depreciation, depletion and amortization		147,591			-				147,591
Impairment loss		1,640,489			-				1,640,489
Total operating expenses		3,257,141			648,125				3,905,266
Operating loss		(3,089,430	)		(648,125	)			(3,737,555	)
Other income (expense):
Interest expense		(1,057,331	)		(12,912	)			(1,070,243	)
Equity in loss of equity method investment		-			(25,875	)			(25,875	)
Other income (expense)		1,407			(7,098	)			(5,691	)
Total other expense		(1,055,924	)		(45,885	)			(1,101,809	)
									-
Loss from continuing operations		(4,145,354	)		(694,010	)			(4,839,364	)
Loss from discontinued operations		(3,686	)		-				(3,686	)
Net Loss		(4,149,040	)		(694,010	)			(4,843,050	)
Preferred dividends		(240,000	)		-				(240,000	)
Net loss attributable to common shareholders	$	(4,389,040	)	$	(694,010	)		$	(5,083,050	)
Net loss per common share - Basic :
Continuing operations	$	(0.06	)					$	(0.26	)
Discontinued operations		(0.00	)						-
Total	$	(0.06	)					$	(0.26	)
Net loss per common share - Diluted :
Continuing operations	$	(0.06	)					$	(0.26	)
Discontinued operations		(0.00	)						-
Total	$	(0.06	)					$	(0.26	)
Weighted average common shares outstanding - basic and diluted		71,059,786				(1)	(51,777,195)		19,282,591

Pro forma footnotes:

(1) The weighted average common shares outstanding - basic and diluted is adjusted to reflect the following:

- The conversion of all outstanding Series A and Series B preferred stock into shares of the Company's common stock on a one-for-one basis;

- The one-for-one hundred and twelve (1:112) reverse stock split;

- The issuance of 17,917,261 shares of the Company's common stock to existing holders of common stock of PEDCO;

- The issuance of 14,713,645 shares of the Company's Series A preferred stock to existing holders of Series A preferred stock of PEDCO; and

- The conversion of $1.465 million of Blast related party secured debt into common stock of PEDCO.

(2) The weighted average common shares outstanding do not include the following potentially dilutive securities:

- The grant of warrants to purchase 1,120,000 of the Company's common stock to existing warrant holders of PEDCO;

- The grant of options to purchase 4,235,000 of the Company's common stock to existing option holders of PEDCO; and

- The issuance of 14,713,645 shares of the Company's Series A preferred stock to existing holders of Series A preferred stock of PEDCO.