Attached files
file | filename |
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EX-99.2 - UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - New Momentum Corp. | ekkh_ex992.htm |
EX-99.1 - CONSOLIDATED FINANCIAL STATEMENTS - New Momentum Corp. | ekkh_ex991.htm |
EX-10.1 - COOPERATION AGREEMENT - New Momentum Corp. | ekkh_ex101.htm |
EX-3.1 - CERTIFICATE OF AMENDMENT - New Momentum Corp. | ekkh_ex31.htm |
EX-2.1 - SHARE EXCHANGE AGREEMENT - New Momentum Corp. | ekkh_ex21.htm |
8-K - FORM 8-K - New Momentum Corp. | ekkh_8k.htm |
EXHIBIT 99.3
EASON EDUCATION KINGDOM HOLDINGS, INC.
PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2020
(Unaudited)
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| Historical |
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| Historical |
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| Pro Forma |
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| Pro Forma Condensed |
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| EKKH |
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| NHCL |
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| Adjustments |
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| Note |
| Combined |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
| $ | - |
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| $ | 16,429 |
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| $ | 16,429 |
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Escrow accounts held by attorney |
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| 21,131 |
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| - |
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| 21,131 |
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Accounts receivable |
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| - |
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| 524 |
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| 524 |
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Deposits and prepayments |
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| - |
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| 11,523 |
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| 11,523 |
| |
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Total current assets |
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| 21,131 |
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| 28,476 |
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| 49,607 |
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TOTAL ASSETS |
| $ | 21,131 |
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| $ | 28,476 |
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| $ | 49,607 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accrued liabilities and other payables |
| $ | 20,000 |
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| $ | 967 |
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| $ | 20,967 |
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Amount due to a related company |
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| - |
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| 25,624 |
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| 25,624 |
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Amounts due to directors |
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| - |
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| 80,813 |
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| 80,813 |
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Total current liabilities |
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| 20,000 |
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| 107,404 |
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| 127,404 |
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Total liabilities |
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| 20,000 |
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| 107,404 |
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| 127,404 |
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Shareholders’ equity: |
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Preferred stock |
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| - |
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| - |
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| - |
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Common stock |
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| 310,869 |
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| - |
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| 10,000 |
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| (b) |
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| 320,869 |
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Additional paid-in capital |
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| 413,349 |
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| 10,000 |
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| (423,349 | ) |
| (a),(b) |
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| - |
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Accumulated other comprehensive income |
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| - |
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| (676 | ) |
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| (676 | ) |
(Accumulated deficit) retained earnings |
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| (723,087 | ) |
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| (88,252 | ) |
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| 413,349 |
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| (a),(b) |
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| (397,990 | ) |
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Total shareholders’ equity |
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| 1,131 |
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| (78,928 | ) |
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| (77,797 | ) |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
| $ | 21,131 |
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| $ | 28,476 |
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| $ | 49,607 |
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F-1 |
EASON EDUCATION KINGDOM HOLDINGS, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATION
FOR THE THREE MONTHS ENDED MARCH 31, 2020
(Unaudited)
|
| Historical |
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| Historical |
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| Pro forma |
| Pro Forma Condensed |
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| EKKH |
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| NHCL |
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| Adjustment |
| Combined |
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Revenues, net |
| $ | - |
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| $ | 20 |
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| $ | 20 |
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Cost of revenues |
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| - |
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| - |
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| - |
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Gross profit |
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| - |
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| 20 |
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| 20 |
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Operating expenses: |
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General and administrative expenses |
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| (8,573 | ) |
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| (3,538 | ) |
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| (12,111 | ) |
Total operating expenses |
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| (8,573 | ) |
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| (3,538 | ) |
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| (12,111 | ) |
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Loss from operations |
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| (8,573 | ) |
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| (3,518 | ) |
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| (12,091 | ) |
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Other income: |
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Subsidy income |
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| - |
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| 10,295 |
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| 10,295 |
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Total other income |
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| - |
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| 10,295 |
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| 10,295 |
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(LOSS) INCOME BEFORE INCOME TAXES |
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| (8,573 | ) |
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| 6,777 |
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| (1,796 | ) |
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Income tax expense |
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| - |
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| - |
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| - |
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NET (LOSS) INCOME |
| $ | (8,573 | ) |
| $ | 6,777 |
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| $ | (1,796 | ) |
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Net (loss) income per share |
| $ | (0.00 | ) |
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| $ | #(0.00 | ) |
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Weighted average shares outstanding |
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| 310,868,500 |
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| 320,868,500 |
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# less than $0.001
F-2 |
EASON EDUCATION KINGDOM HOLDINGS, INC.
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
AS OF MARCH 31, 2020
(Unaudited)
NOTE 1 – BACKGROUND
On June 29, 2020, Eason Education Kingdom Holdings, Inc. or the Company or EKKH completed the Share Exchange Agreement with NEMO Holding Company Limited and Subsidiary (collectively “NHCL”) (the “Share Exchange”) for its 100% equity interest.
The consideration of the Share Exchange totaled approximately 10,000,000 shares of the Company’s common stock, at the price of $0.6 equal to $6,000,000.
NOTE 2 – BASIS OF PRESENTATION
Because EKKH is a shell company, NHCL will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity, NHCL is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of EKKH. Accordingly, the consolidated assets, liabilities and results of operations of NHCL will become the historical financial statements of NHCL, and EKKH’s assets, liabilities and results of operations will be consolidated with NHCL beginning on the acquisition date. These pro forma financial statements are presented as a continuation of NHCL.
The pro forma balance sheet as of March 31, 2020 is based on the historical financial statements of EKKH after giving effect to NHCL’s acquisition of EKKH as a reverse merger using the acquisition method of accounting and applying the assumptions and adjustments described in the notes to the pro forma financial statements as if such acquisition had occurred as of March 31, 2020 for the balance sheet for pro forma financial statements purposes.
The pro forma financial statements have been prepared by management for illustrative purposes only and are not necessarily indicative of the financial position or results of operations in future periods. The pro forma adjustments are based on the preliminary information available at the time of the preparation of this document and assumptions that management believes are reasonable. The pro forma financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with EKKH’s historical financial statements included elsewhere on Form 10-Q for the quarter ended March 31, 2020, as Exhibits filed with SEC herewith.
The pro forma financial statements do not purport to represent what the results of operations or financial position of the combined entity would actually have been if the merger had in fact occurred on March 31, 2020, nor do they purport to project the results of operations or financial position of the combined entity for any future period or as of any date.
These pro forma financial statements do not give effect to any restructuring costs or to any potential cost savings or other operating efficiencies that could result from the merger between EKKH and NHCL since such amounts, if any, are not presently determinable.
F-3 |
NOTE 3 – PRO FORMA ADJUSTMENTS
The pro forma financial statements have been prepared as if the acquisition was completed on March 31, 2020 for combined balance sheet purpose and reflects the following pro forma adjustment(s):
(a) | To eliminate the accumulated deficits of EKKH incurred before the merger transaction to reflect the recapitalization of EKKH |
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| Dr. Additional paid-in capital 413,349 Cr. Accumulated losses 413,349 |
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(b) | To reflect the issuance of 10,000,000 shares of common stock of EKKH for the acquisition of 100% of NHCL outstanding capital stock |
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| Dr. Additional paid-in capital 10,000 Cr. Common stock 10,000 |
NOTE 4 – PRO FORMA EARNINGS PER SHARE
The pro forma earnings per share, giving effect to the share exchange transaction has been computed as follows:
Net loss |
| $ | (1,796 | ) |
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Net loss per share – Basic and diluted |
| $ | #(0.00 | ) |
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Weighted average number of shares deemed issued and outstanding |
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| 320,868,500 |
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# less than $0.001
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