Attached files
| file | filename |
|---|---|
| EX-99.2 - ADDENTAX GROUP CORP. | ex99-2.htm |
| EX-99.1 - ADDENTAX GROUP CORP. | ex99-1.htm |
| 8-K - ADDENTAX GROUP CORP. | form8-k.htm |
Exhibit 99.3
ADDENTAX GROUP CORP.
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma combined financial statements give effect to the sale purchase transaction (the “Transaction”) between Addentax Group Corp. (the “Company”, “Addentax”, “we”, “us”, “our”) and Yingxi Industrial Chain Group Co. Ltd. (“YICG”).
Addentax Group Corp.
Pro Forma
Balance Sheet - Unaudited
June 30, 2017
| Addentax Group Corp. | Yingxi Industrial Chain Group Co., Ltd. | Proforma | Proforma | |||||||||||||
| June 30, 2017 | June 30, 2017 | Adjustments | AS Adjusted | |||||||||||||
| ASSETS | ||||||||||||||||
| Current Assets | ||||||||||||||||
| Cash and cash equivalents | $ | - | $ | 1,098,254 | $ | - | $ | 1,098,254 | ||||||||
| Accounts receivable | - | 4,779,708 | - | 4,779,708 | ||||||||||||
| Notes Receivables | - | 1,131,898 | - | 1,131,898 | ||||||||||||
| Due from related parties | - | 21,824 | - | 21,824 | ||||||||||||
| Inventory | - | 454,272 | - | 454,272 | ||||||||||||
| Prepaid expenses | 5,831 | 962,722 | - | 968,553 | ||||||||||||
| Other current assets | - | 63,292 | - | 63,292 | ||||||||||||
| Total Current Assets | 5,831 | 8,511,970 | - | 8,517,801 | ||||||||||||
| Property and equipment, net | - | 648,459 | - | 648,459 | ||||||||||||
| TOTAL ASSETS | 5,831 | 9,160,429 | - | 9,166,260 | ||||||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||||||||||
| Current Liabilities | ||||||||||||||||
| Accounts payable and accrued liabilities | $ | 395 | $ | 2,764,288 | $ | - | $ | 2,764,683 | ||||||||
| Loan payable | - | 2,655,000 | - | 2,655,000 | ||||||||||||
| Deferred revenue | - | 225,423 | - | 225,423 | ||||||||||||
| Due to related parties | 43,987 | 2,751,534 | - | 2,795,521 | ||||||||||||
| Tax payable | - | 24,636 | - | 24,636 | ||||||||||||
| Other current liabilities | - | 161,249 | - | 161,249 | ||||||||||||
| Total Current Liabilities | 44,382 | 8,582,130 | - | 8,626,512 | ||||||||||||
| Long-term loans payable | - | 1,475,000 | - | 1,475,000 | ||||||||||||
| TOTAL LIABILITIES | 44,382 | 10,057,130 | - | 10,101,512 | ||||||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||||||||||
| Common stock: 1,000,000,000 shares authorized; $0.001 par value; 506,920,000 pre merger and 506,920,000 post merger shares issued, respectively | 506,920 | - | - | 506,920 | ||||||||||||
| Common stock: 250,000,000 shares authorized; $0.0004 par value; 250,000,000 shares issued and outstanding, respectively | - | 100,000 | (100,000 | ) | - | |||||||||||
| Additional paid in capital (deficiency) | 41,647 | (1,062,501 | ) | (487,118 | ) | (1,507,972 | ) | |||||||||
| Treasury stock at cost, 500,000,000 shares | (500,000 | ) | - | 500,000 | - | |||||||||||
| Retained earnings (deficit) | (87,118 | ) | 209,845 | 87,118 | 209,845 | |||||||||||
| Accumulated other comprehensive loss | - | (144,045 | ) | - | (144,045 | ) | ||||||||||
| Total stockholders’ deficit | (38,551 | ) | (896,701 | ) | - | (935,252 | ) | |||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 5,831 | $ | 9,160,429 | $ | - | $ | 9,166,260 | ||||||||
See notes to the unaudited pro forma combined financial statements
Addentax Group Corp.
Pro Forma
Statement of Operations and Comprehensive Loss - Unaudited
For the Three Month Period Ended June 30, 2017
| Addentax Group Corp. | Yingxi Industrial Chain Group Co., LTD | |||||||||||||||
| Three Months Ended | Three Months Ended | Proforma | Proforma | |||||||||||||
| June 30, 2017 | June 30, 2017 | Adjustment | As Adjusted | |||||||||||||
| Revenue | $ | - | $ | 4,208,819 | $ | - | $ | 4,208,819 | ||||||||
| Cost of revenue | - | (3,937,257 | ) | - | (3,937,257 | ) | ||||||||||
| Gross Profit | - | 271,562 | - | 271,562 | ||||||||||||
| Operating Expenses | ||||||||||||||||
| General and administrative | 24,948 | 382,167 | (24,948 | ) | 382,167 | |||||||||||
| Total Operating Expenses | 24,948 | 382,167 | (24,948 | ) | 382,167 | |||||||||||
| Operating Loss | (24,948 | ) | (110,605 | ) | 24,948 | (110,605 | ) | |||||||||
| Other Expense | ||||||||||||||||
| Other expense | - | (1,888 | ) | - | (1,888 | ) | ||||||||||
| Total Other Income | - | (1,888 | ) | - | (1,888 | ) | ||||||||||
| Loss Before Income Taxes | (24,948 | ) | (112,493 | ) | 24,948 | (112,493 | ) | |||||||||
| Provision for income taxes | - | (2,176 | ) | - | (2,176 | ) | ||||||||||
| Net Loss | $ | (24,948 | ) | $ | (114,669 | ) | $ | 24,948 | $ | (114,669 | ) | |||||
| Other Comprehensive Income (Loss) | ||||||||||||||||
| Foreign currency translation loss | - | (29,985 | ) | - | (29,985 | ) | ||||||||||
| Total Comprehensive Loss | $ | (24,948 | ) | $ | (144,654 | ) | $ | 24,948 | $ | (144,654 | ) | |||||
| Basic and Diluted Loss per Common Share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||||
| Basic and Diluted Weighted Average Common Shares Outstanding* | 6,920,000 | 250,000,000 | 506,920,000 | |||||||||||||
* Proforma as adjusted shares are not weighted and are actual shares issued and outstanding.
See notes to the unaudited pro forma combined financial statements
Addentax Group Corp.
NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
On September 14, 2017, Addentax Group Corp. (“Addentax”, the “Company”), a company incorporated under the laws of the State of Nevada, USA and Yingxi Industrial Chain Group Co. Ltd. (“Yingxi”) and the Yingxi Shareholders entered into an agreement in which Addentax agreed to acquire all of the issued and outstanding Yingxi Common Shares from the Yingxi Shareholders in exchange for the issuance by the Company to the Yingxi Shareholders of 500,000,000 shares of Common Stock issued as payment for the Business Assets of Yingxi.
The 500,000,000 shares of Addentax issued as payment for the Business Assets of Yingxi will be restricted shares as required by Rule 144 of the United States Securities Act (the “Act” and shall display a restrictive legend as required by the United States Securities and Exchange Act.)
1. BASIS OF PRO FORMA PRESENTATION
The unaudited pro forma condensed combined balance sheets have been derived from the historical June 30, 2017 balance sheet of Yingxi after giving effect to the acquisition with Addentax Group Corp. The pro forma balance sheet and statement of operations and comprehensive loss present this transaction as if they had been consummated as of June 30, 2017, as required under Article 11 of Regulation S-X.
Historical financial information has been adjusted in the pro forma balance sheet to pro forma events that are: (1) directly attributable to the Acquisition; (2) factually supportable; and (3) expected to have a continuing impact on the Company’s results of operations. The pro forma adjustments presented in the pro forma condensed combined balance sheet and statement of operations are described in Note 3— Pro Forma Adjustments.
The unaudited pro forma combined financial information is for illustrative purposes only. These companies may have performed differently had they actually been combined for the periods presented. You should not rely on the pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined companies will experience after the merger. Unaudited pro forma financial information and the notes thereof should be read in conjunction with the accompanying historical financial statements of Yingxi included elsewhere in this report.
2. ACCOUNTING PERIODS PRESENTED
Certain pro forma adjustments were made to conform Yingxi’s accounting policies to the Company’s accounting policies as noted below.
The unaudited pro forma condensed combined balance sheet as of June 30, 2017 is presented as if the Yingxi acquisition had occurred on June 30, 2017, and combines the historical balance sheet of the Company at June 30, 2017 and the historical balance sheet of Yingxi at June 30, 2017.
The unaudited pro forma condensed combined statement of operations and comprehensive loss of the Company and Yingxi for the three months ended June 30, 2017 are presented as if the acquisition had taken place on June 30, 2017. The pro forma statement of operations and comprehensive loss for the three months ended June 30, 2017 combines the historical results of the Company for the three months ended June 30, 2017 and the historical results of Yingxi for three months ended June 30, 2017.
3. PRO FORMA ADJUSTMENTS
The adjustments included in the pro forma balance sheet and statement of operations and comprehensive loss are as follows:
| ● | To record 500,000,000 shares of Addentax unregistered common stock issued in exchange for 250,000,000 shares of common stock of Yingxi Industrial Chain Group Co., Ltd. | |
| ● | To eliminate the accumulated loss of Addentax incurred before the reverse acquisition. |