Dakota Plains 8-K Entry into a Material Definitive Agreement

Exhibit 99.4

DAKOTA PLAINS HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED

BALANCE SHEET

AS OF DECEMBER 31, 2011

ASSETS

	Dakota Plains Holdings, Inc. and Subsidiaries (formerly MCT Holding Corporation)			Dakota Plains, Inc. and Subsidiaries			Pro Forma Adjustments			Notes		Pro Forma Combined
CURRENT ASSETS
Cash and Cash Equivalents	$	3,210		$	1,753,665		$	(3,210	)			$	1,753,665
Inventory		1,150						(1,150	)		(a)		—
Prepaid Expenses		—			16,756								16,756
Deferred Tax Asset		—			2,307,000								2,307,000
Total Current Assets		4,360			4,077,421			(4,360	)				4,077,421
PROPERTY AND EQUIPMENT
Land		—			1,053,576								1,053,576
Site Development		—			2,329,660								2,329,660
Other Property and Equipment		—			42,075								42,075
Total Property and Equipment		—			3,425,311								3,425,311
Less - Accumulated Depreciation					259,520								259,520
Total Property and Equipment, Net		—			3,165,791								3,165,791
PREFERRED DIVIDEND RECEIVABLE		—			317,808								317,808
INVESTMENT IN DPTS MARKETING, LLC		—			11,996,571								11,996,571
INVESTMENT IN DAKOTA PETROLEUM TRANSPORT SOLUTIONS, LLC		—			2,890,280								2,890,280
Total Assets	$	4,360		$	22,447,871		$	(4,360	)			$	22,447,871
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts Payable	$	3,276		$	32,616		$	(3,276	)			$	32,616
Income Taxes Payable		—			—								—
Accrued Expenses		—			80,661								80,661
Derivative Liability		—			5,540,000								5,540,000
Deferred Rental Income		—			125,164								125,164
Total Current Liabilities		3,276			5,778,441			(3,276	)				5,778,441
LONG-TERM LIABILITIES
Promissory Notes		—			9,000,000								9,000,000
Deferred Rental Income		—			125,163								125,163
Deferred Tax Liability		—			460,000								460,000
Total Long-Term Liabilities		—			9,585,163								9,585,163
Total Liabilities		3,276			15,363,604			(3,276	)				15,363,604
STOCKHOLDERS’ EQUITY
Preferred Stock		—			—								—
Common Stock		641			37,014								37,655
Additional Paid-In Capital		616,204			10,158,044			(616,845	)		(b)		10,157,403
Retained Earnings (Accumulated Deficit)		(615,761	)		(3,110,791	)		615,761			(c)		(3,110,791	)
Total Stockholders’ Equity		1,084			7,084,267			(1,084	)				7,084,267
Total Liabilities and Stockholders' Equity	$	4,360		$	22,447,871		$	(4,360	)			$	22,447,871

The accompanying notes are an integral part of these consolidated financial statements.

(a)	To reflect elimination of assets held by the Company that were not transferred to the surviving entity as part of the merger agreement
(b)	To reflect the elimination of the additional paid-in capital held by the Company that was not transferred to the surviving entity as part of the merger agreement
(c)	To reflect the elimination of the deficit held by the Company that was not transferred to the surviving entity as a part of the merger agreement

(1)

DAKOTA PLAINS HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

	Dakota Plains Holdings, Inc. and Subsidiaries (formerly MCT Holding Corporation)			Dakota Plains, Inc. and Subsidiaries			Pro Forma Adjustments		Notes		Pro Forma Combined
REVENUES	$	7,352		$	314,581						$	321,933
COST OF GOODS SOLD		900			—							900
GROSS PROFIT		6,452			314,581							321,033
OPERATING EXPENSES
General and Administrative Expense		51,837			3,897,066							3,948,903
Depreciation and Amortization		—			159,275							159,275
Total Operating Expenses		51,837			4,056,341							4,108,178
LOSS FROM OPERATIONS		(45,385	)		(3,741,760	)						(3,787,145	)
OTHER INCOME (EXPENSE)
Income from Investment in Dakota Petroleum Transport Solutions, LLC		—			4,236,779							4,236,779
Income from Investment in DPTS Marketing, LLC		—			2,314,279							2,314,279
Foregiveness of Debt Income		6,430										6,430
Interest Expense, net of Interest Income		(1,028	)		(3,371,812	)						(3,372,840	)
Loss on Extinguishment of Debt		—			(4,552,500	)						(4,552,500	)
Other Expense		—			(2,777	)						(2,777	)
Total Other Income (Expense)		5,402			(1,376,031	)						(1,370,629	)
LOSS BEFORE INCOME TAXES		(39,983	)		(5,117,791	)						(5,157,774	)
INCOME TAX BENEFIT		—			(2,007,000	)						(2,007,000	)
INCOME FROM CONTINUING OPERATIONS	$	(39,983	)	$	(3,110,791	)					$	(3,150,774	)
DISCONTINUED OPERATIONS
Loss from operations of discontinued Tanning Salon business (net of $0 in income tax expense)		(49,857	)		—							(49,857	)
Loss on disposal of discontinued operations (net of $0 in income tax expense)		(7,974	)		—							(7,974	)
Loss From Discontinued Operations		(57,831	)		—							(57,831	)
NET LOSS	$	(97,814	)	$	(3,110,791	)					$	(3,208,605	)
LOSS PER OUSTANDING SHARE - BASIC & DILUTED
Continuing Operations	$	(0.06	)								$	(0.09	)
Operations of discontinued Tanning Salon business	$	(0.08	)								$	(0.00	)
Loss on disposal of discontinued operations	$	(0.01	)								$	(0.00	)
Net Loss Per Common Share – Basic and Diluted	$	(0.15	)								$	(0.09	)
Weighted Average Shares Outstanding - Basic and Diluted		640,200						35,214,940		(a)		35,855,140

The accompanying notes are an integral part of these consolidated financial statements.

(a) To reflect the issuance of the Company's shares in conjunction with the acquisition (excluding shares subject to vesting).

(2)