99.2 Unaudited Pro Forma Consolidated Financial Statements
The following unaudited Pro Forma Consolidated Balance Sheet and Statement of
Operations have been derived from the unaudited financial statements of F10 Oil
& Gas Properties, Inc. ("F10"), a public company with oil and gas investments,
at December 31, 2003, and the audited financial statements of GFY, Inc. ("GFY")
at December 31, 2003. Management believes that the financial position of GFY at
January 12, 2004 is not significantly different from the financial position of
GFY at December 31, 2003. The unaudited Pro Forma Consolidated Financial
Statements assume the transaction was completed on December 31, 2003.
The unaudited Pro Forma Consolidated Balance Sheet reflects the recapitalization
of GFY (a non-public company) by F10 (a public company) on December 31, 2003 in
an acquisition using the purchase method of accounting and assumes that such
acquisition was consummated as of December 31, 2003 for purposes of presentation
of the Pro Forma Statement of Operations for the period from April 1, 2003 to
December 31, 2003.
The unaudited Pro Forma Statement of Operations reflects the acquisition of GFY
by F10 on December 31, 2003. The purchase was consummated by issuing 20,000,000
shares of restricted common stock of F10 to the shareholders of GFY.
The unaudited Pro Forma Consolidated Balance Sheet should be read in conjunction
with the financial statements of F10 included in Form 10-QSB for the nine months
ended December 31, 2003, and the financial statements of GFY and the notes
thereto included in this Form 8-K/A. The unaudited Pro Forma Consolidated
Statement of Operations does not purport to represent what the Company's results
of operations would actually have been if the acquisition had occurred on the
date indicated or to project the Company's results of operations for any future
period or date. The Pro Forma adjustments, as described in the accompanying
data, are based on available information and the assumption set forth in the
foot notes below, which management believes are reasonable.
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PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2003
(UNAUDITED)
F10 OIL & GAS
PROPERTIES, INC. GFY, INC. ADJUSTMENTS NOTES CONSOLIDATED
---------------- --------- ----------- ----- ------------
Cash 62,256 7,380 -- 69,636
Receivables 4,300 -- -- 4,300
Prepaids 12,020 -- -- 12,020
Inventory -- 1,900 -- 1,900
----------- ----------- ----------- -----------
Total current assets 78,576 9,280 -- 87,856
Property & equipment (net) -- 31,424 -- 31,424
Franchise fee -- 27,523 -- 27,523
Investment in subsidiary 20,000 -- (20,000) 1 --
Investments 75,000 -- -- 75,000
----------- ----------- ----------- -----------
Total assets 173,576 68,227 (20,000) 221,803
=========== =========== =========== ===========
Accounts payable 126,440 -- -- 126,440
Accrued expenses 47,211 3,797 -- 51,008
Notes payable 370,111 60,672 -- 430,783
Payable to shareholders 61,009 37,460 -- 98,469
----------- ----------- ----------- -----------
Total Current liabilities 604,771 101,929 -- 706,700
Long-term portion of notes 20,000 -- -- 20,000
----------- ----------- ----------- -----------
Total liabilities 624,771 101,929 -- 726,700
Stockholders' deficit 2,887,865 1,000 (20,000) 1 2,868,865
Stock and paid-in capital (3,339,060) (34,702) -- (3,373,762)
----------- ----------- ----------- -----------
Accumulated deficit (451,195) (33,702) (20,000) (504,897)
Total liabilities and shareholders' deficit 173,576 68,227 (20,000) 221,803
=========== =========== =========== ===========
See Notes to Unaudited Pro Forma Consolidated Financial Statements
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PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM APRIL 1, 2003 TO DECEMBER 31, 2003
(UNAUDITED)
F10 OIL & GAS
PROPERTIES, INC. GFY, INC. ADJUSTMENTS NOTES CONSOLIDATED
---------------- --------- ----------- ----- ------------
Net Revenues $ 14,752 $ 72,552 $ 87,304
Cost of Sales 2,307 34,728 37,035
---------- ---------- ----------
Gross Profit 12,445 37,824 50,269
Goodwill Impairment -- (33,030) (33,030)
General and administrative expenses 698,480 38,699 737,179
---------- ---------- ----------
Loss from operations
(686,035) (33,905) (719,940)
Forgiveness of Debt Income 27,040 -- 27,040
Interest Expense (136,062) (797) (136,859)
---------- ---------- ----------
Loss before provision for income taxes (795,057) (34,702) (829,759)
---------- ---------- ----------
Provision for income taxes 0 0 --
---------- ---------- ----------
Net Loss (795,057) (34,702) (829,759)
========== ========== ==========
See Notes to Unaudited Pro Forma Consolidated Financial Statements
Notes to Unaudited Pro Forma Consolidated Financial Statements:
For purposes of this unaudited pro forma balance sheet, the Company has used the
balance sheet of GFY, Inc. at December 31, 2003. Management believes the
financial position of GFY, Inc. at January 12, 2004 is not significantly
different from the financial position of GFY, Inc. at December 31, 2003.
(1) To record reverse acquisition entry used for the purchase of GFY.
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