Spindle (SPDL) 8-K/A Financial Statements and Exhibits

Exhibit 99.2

Unaudited Pro Forma Condensed Financial Statements of the Company, after giving effect to the acquisition of MeNetwork for the fiscal year ended December 31, 2012.

Spindle, Inc.
Pro-Forma Consolidated Statement of Operations
(unaudited)
	Spindle, Inc.		MeNetwork, Inc.
	(Nevada Corp)		(Delaware Corp)
	For the year ended		For the year ended		Pro-Forma		Pro-Forma
	December 31, 2012		December 31, 2012		Adjustments		Consolidated
Revenue	$	83,412	$	76,690	$	-	$	160,102
Cost of sales		19,701		40,111				59,812
Gross profit		63,711		36,579		-		100,290
Operating expenses:
Depreciation and amortization		51,567		60,603		-		112,170
Promotional and marketing		84,641		41,928		-		126,569
Consulting		492,410		54,537		-		546,947
Software and internet costs		38,686		-		-		38,686
Salaries, wages and benefits		964,742		229,456		-		1,194,198
Professional fees		588,910		65,314		-		654,224
Travel		73,674		71,046		-		144,720
Rent Expense		32,942		1,200		-		34,142
General and administrative expenses		45,041		20,958		-		65,999
Total expenses		2,372,613		545,042		-		2,917,655
Net operating (loss)		(2,308,902)		(508,463)		-		(2,817,365)
Other expense:
Interest income		7,481		-		-		7,481
Financing costs		-		(19,140)		-		(19,140)
Interest expense		(18,940)		(496)		-		(19,436)
Total other expense		(11,459)		(19,636)		-		(31,095)
Net (loss) before provision for income tax		(2,320,361)		(528,099)		-		(2,848,460)
Provision for income taxes		-		-		-		-
Net (loss)	$	(2,320,361)	$	(528,099)	$	-	$	(2,848,460)

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Spindle, Inc.
Pro-Forma Consolidated Statement of Operations
(unaudited)
	Spindle, Inc.		MeNetwork, Inc.
	(Nevada Corp)		(Delaware Corp)
	The Six Months Ended				Pro-Forma		Pro-Forma
	June 30, 2013				Adjustments		Consolidated
Revenue	$	705,446	$	-	$	-	$	705,446
Cost of sales		232,535		-				232,535
Gross profit		472,911		-		-		472,911
Operating expenses:
Depreciation and amortization		46,922		-		-		46,922
Promotional and marketing		28,550		-		-		28,550
Consulting fees		358,161		-		-		358,161
Salaries, wages and benefits		814,751		-		-		814,751
Professional fees		413,467		-		-		413,467
General and administrative expenses		338,889		-		-		338,889
Total expenses		2,000,740		-		-		2,000,740
Net operating (loss)		(1,527,829)		-		-		(1,527,829)
Other expense:
Interest income		1,934		-		-		1,934
Financing costs		(3,004)		-		-		(3,004)
Interest expense		(8,059)		-		-		(8,059)
Total other expense		(9,129)		-		-		(9,129)
Net (loss) before provision for income tax		(1,536,958)		-		-		(1,536,958)
Provision for income taxes		-		-		-		-
Net (loss)	$	(1,536,958)	$	-	$	-	$	(1,536,958)

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SPINDLE, INC. (NEVADA CORPORATION) AND MENETWORK, INC. (DELWARE CORPORATION)

NOTES TO PRO-FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION FOR PRO-FORMA FINANCIAL STATEMENTS

On March 20, 2013, Spindle, Inc., a Nevada Corporation, (“SPDL”) acquired substantially all of the business assets of MeNetwork, Inc., a Delaware Corporation, (“MeNet”) in exchange for a total of 3,500,000 restricted shares of SPDL’s common stock.  The Company issued 2,750,000 shares upon closing of acquisition and the remaining 750,000 shares will be issued upon the earlier of a change in control or 180 days after closing.

Upon the closing of the share exchange with SPDL and MeNet, there will be no change in control and no change in the business of SPDL.  The acquisition will be treated as purchase and recorded at fair value.

The unaudited pro-forma condensed consolidated financial statements have been developed from the audited records of SPDL as of December 31, 2012 and the year then ended and the audited records of MeNet as of December 31, 2012 and the year then ended.

The unaudited pro-forma condensed consolidated balance sheet is based upon the historical financial statements of SPDL and MeNet.  The unaudited pro-forma condensed consolidated balance sheet is presented as if the acquisition had occurred at the beginning of the period.

The unaudited pro-forma condensed consolidated statement of operations is based upon the historical financial statements of SPDL and MeNet, after giving effect to the acquisition.  The unaudited pro-forma condensed consolidated statement of operations is presented as if the acquisition had occurred at the beginning of the period.

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