Quality Online Education Group Inc. - FORM 8-K - EX-99.3 - PROFORMA FINANCIAL STATEMENTS

Attached files

file	filename
8-K - FORM 8-K - Quality Online Education Group Inc.	lipn_8k.htm
EX-99.1 - AUDITED FINANCIAL STATEMENTS - Quality Online Education Group Inc.	lipn_ex991.htm
EX-99.2 - UNAUDITED FINANCIAL STATEMENTS - Quality Online Education Group Inc.	lipn_ex992.htm
EX-21.1 - LIST OF SUBSIDIARIES - Quality Online Education Group Inc.	lipn_ex211.htm

EXHIBIT 99.3

Unaudited Pro Forma Condensed Combined Financial Data

The following presents our unaudited pro forma financial information as of August 31, 2012 and for the period ended August 31, 2012, another sets of pro forma financial information is as of November 30, 2012 and for the period ended November 30, 2012. The unaudited pro forma financial information is for informational purposes only and does not purport to present what our results would actually have been had these transactions actually occurred on the dates presented or to project our results of operations or financial position for any future period.

Life Nutrition Products Inc.

Unaudited Pro Forma Consolidated Balance Sheet as of August 31, 2012

	Life Nutrition Products Inc.			Almonds Kisses			Notes	Pro Forma Adjustments			Pro Forma Combined
Assets:
Current assets
Cash	$	-		$	129,001						$	129,001
Prepaid expenses		-			18,518							18,518
Total current assets		-			147,519							147,519

Non-current assets
Property and equipment, net		-			93,350							93,350
Equity-method investment		-			379,693							379,693
Intangible assets		-			974,359							974,359
Utility and other deposits		-			36,299							36,299
Total non-current assets		-			1,483,701							1,483,701

TOTAL ASSETS	$	-		$	1,631,220						$	1,631,220

Liabilities and shareholders' equity

Current liabilities
Assets held under capital lease	$	-		$	9,615						$	9,615
Accrued liabilities		68,088			25,937		(a)		(68,088	)		25,937
Note payable		160,038			-		(a)		(160,038	)		-
Bank loans - current portion		-			919,392							919,392
Total current liabilities		228,126			954,944							954,944

Non-current liabilities
Bank loans - net of current portion		-			1,605,593							1,605,593
Assets held under capital lease, net of current portion		-			4,984							4,984
Total non-current liabilities		-			1,610,577							1,610,577

Total liabilities		228,126			2,565,521							2,565,521

Stockholders' equity
Preferred stock		-			-							-
Common stock		410			50,000		(a),(b),(c)		(47,910	)		2,500
Subscription receivable		-			(50,000	)	(c)		50,000			-
Additional paid in capital		427,939			-		(a),(b)		(430,439	)		(2,500	)
Due from stockholders		-			(241,036	)						(241,036	)
Accumulated losses		(656,475	)		(579,757	)	(d)		(656,475	)		(579,757	)
Accumulated other comprehensive (losses)/income		-			31							31
Total stockholders' equity		(228,126	)		(820,762	)						(820,762	)

Non-controlling interest		-			(113,539	)						(113,539	)

TOTAL LIABILITIES AND STOCKERHOLDERS' EQUITY	$	-		$	1,631,220						$	1,631,220

See notes to Unaudited Pro Forma Consolidated Financial Statements.

Life Nutrition Products Inc.

Unaudited Pro Forma Consolidated Statements of Operations For the Period Ended August 31, 2012

	Life Nutrition Products Inc.			Almonds Kisses			Notes	Pro Forma Adjustments		Pro Forma Combined

Revenue	$	-		$	1,705,024					$	1,705,024

Less: Operating expenses
Direct cost of revenue		-			(1,308,729	)					(1,308,729	)
General and administrative expenses		(47,205	)		(544,710	)	(e)		47,205		(544,710	)
Total operating expenses		(47,205	)		(1,853,439	)					(1,853,439	)

Operating loss		(47,205	)		(148,415	)					(148,415	)

Other income and (expenses):
Interest expenses		3,685			(47,754	)	(e)		3,685		(47,754	)
Loss before income taxes		(43,520	)		(196,169	)					(196,169	)

Less: Income tax expense		-			-						-

Net loss before allocation of non-controlling interest	$	(43,520	)	$	(196,169	)				$	(196,169	)

Net loss attributable to non-controlling interest		-			22,684						22,684
Net loss attributable to common stockholders	$	(43,520	)	$	(173,485	)				$	(173,485	)

Loss per share
- Basic and diluted	$	(0.011	)	$	(3.47	)				$	(0.0069	)

Weighted average common shares outstanding
- Basic and diluted		4,095,000			50,000						25,000,000

See notes to Unaudited Pro Forma Consolidated Financial Statements

Life Nutrition Products Inc.

Unaudited Pro Forma Consolidated Balance Sheet as of November 30, 2012

	Life Nutrition Products Inc.			Almonds Kisses			Notes	Pro Forma Adjustments			Pro Forma Combined
Assets:
Current assets
Cash	$	-		$	171,819						$	171,819
Prepaid expenses		-			36,290							36,290
Total current assets		-			208,109							208,109

Non-current assets
Property and equipment, net		-			95,183							95,183
Equity-method investment		-			376,982							376,982
Intangible assets		-			929,595							929,595
Utility and other deposits		-			35,022							35,022
Total non-current assets		-			1,436,782							1,436,782

TOTAL ASSETS	$	-		$	1,644,891						$	1,644,891

Liabilities and shareholders' equity

Current liabilities
Assets held under capital lease	$	-		$	12,242						$	12,242
Accrued liabilities		82,535			111,865		(a)		(82,535	)		111,865
Note payable		160,038			-		(a)		(160,038	)		-
Bank loans - current portion		-			1,231,796							1,231,796
Total current liabilities		242,573			1,355,903							1,355,903

Non-current liabilities
Bank loans - net of current portion		-			2,788,021							2,788,021
Assets held under capital lease, net of current portion		-			-							-
Total non-current liabilities		-			2,788,021							2,788,021

Total liabilities		242,573			4,143,924							4,143,924

Stockholders' equity
Preferred stock		-			-							-
Common stock		410			50,000		(a),(b),(c)		(47,910	)		2,500
Subscription receivable		-			(50,000	)	(c)		50,000			-
Additional paid in capital		427,939			-		(a),(b)		(430,439	)		(2,500	)
Due from stockholders		-			(1,812,049	)						(1,812,049	)
Accumulated losses		(670,922	)		(567,754	)	(d)		670,922			(567,754	)
Accumulated other comprehensive (losses)/income		-			(20	)						(20	)
Total stockholders' equity		(242,573	)		(2,379,823	)						(2,379,823	)

Non-controlling interest		-			(119,210	)						(119,210	)

TOTAL LIABILITIES AND STOCKERHOLDERS' EQUITY	$	-		$	1,644,891						$	1,644,891

See notes to Unaudited Pro Forma Consolidated Financial Statements.

Life Nutrition Products Inc.

Unaudited Pro Forma Consolidated Statements of Operations For the Period ended November 30, 2012

	Life Nutrition Products Inc.			Almonds Kisses			Notes	Pro Forma Adjustments		Pro Forma Combined

Revenue	$	-		$	609,599					$	609,599

Less: Operating expenses
Direct cost of revenue		-			(363,431	)					(363,431	)
General and administrative expenses		(60,340	)		(210,409	)	(e)		60,340		(210,409	)
Total operating expenses		(60,340	)		(573,840	)					(573,840	)

Operating (loss)/profit		(60,340	)		35,759						35,759

Other income and (expenses):
Interest expenses		4,997			(29,427	)	(e)		4,997		(29,427	)
(Loss)/profit before income taxes		(65,337	)		6,332						6,332

Less: Income tax expense		-			-						-

Net (loss)/profit before allocation of non-controlling interest	$	(65,337	)	$	6,332					$	6,332

Net loss attributable to non-controlling interest		-			5,671						5,671
Net (loss)/profit attributable to common stockholders	$	(65,337	)	$	12,003					$	12,003

Loss per share
- Basic and diluted	$	(0.02	)	$	0.24					$	0.0004

Weighted average common shares outstanding
- Basic and diluted		4,095,000			50,000						25,000,000

See notes to Unaudited Pro Forma Consolidated Financial Statements

Pro Forma Adjustments and Eliminations

(a)	750,000 shares are issued by the Company at par value amounted to $75 to settle the notes payable and accrued liabilities of the Company amounted to August 31, 2012: $228,125, November 30: 2012: $242,573.

(b)	A total of 20,905,000 shares of common stock are issued at $0.0001 par value per share amounted to $2,091. After netting off the 750,000 shares in adjustment (a), another 20,155,000 shares of $2,015 would be recorded in this adjustment.

(c)	Common stock of Almonds Kisses would be settled prior to the share exchange agreement.

(d)	Expenses amounted to $50,890 for the eight months period ended August 2012 and $65,337 for the eleven months period ended November 30, 2012 respectively, would be absorbed by the original shareholders upon the Share Exchange transactions.

(e)	Accumulated deficit of the Company would be absorbed by Almonds Kisses as part of its additional paid in capital.

(f)

Financial data of the Company was based on its balances as of September 30, 2012 and it is assumed that the differences between the data as of August 31, 2012 and September 30, 2012 would be immaterial when preparing the unaudited pro forma statements as of August 31, 2012. Financial data of the Company was based on its balances as of December 31, 2012 and it is assumed that the differences between the data as of November 30, 2012 and December 31, 2012 would be immaterial when preparing the unaudited pro forma statements as of November 30, 2012.

Income/(loss) per share from Continuing Operations

Pro forma basic and diluted shares outstanding include the weighted average number of common shares outstanding for our company during the respective periods, in addition to the common stock issued (if applicable) as a result of the Share Exchange assuming they had been issued at the beginning of the period. The common stock issued (if applicable) in connection with the Share Exchange Transaction is assumed to be outstanding for the entire period presented.

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Quality Online Education Group Inc. Reports

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