Attached files
Exhibit 99.2
Unaudited Pro Forma Condensed Consolidated Financial Information
The following unaudited pro forma condensed consolidated income statements have been derived from the unaudited statement of operations of NYC Moda for the three months ended July 31, 2012, audited statement of operations of NYC Moda for the year ended April 30, 2012, the unaudited statement of operations of Inclusion for the three months ended August 31, 2012, the unaudited statement of operations of Inclusion for the period from May 2, 2011 (inception) to May 31, 2011, the unaudited statement of operations of Lotus International for the period ended August 31, 2012 and the audited statement of income and other comprehensive income of Jiangsu Xuefeng for the three months ended August 31, 2012 and adjusts such information to give the
effect as if the foregoing transactions occurred on June 1, 2012 and 2011 for the three months ended August 31, 2012 and for the year ended May 31, 2012, respectively.
The following unaudited pro forma consolidated balance sheet has been derived from the unaudited balance sheet of NYC Moda as of July 31, 2012, the unaudited balance sheet of Inclusion as of August 31, 2012, the unaudited balance sheet of Lotus International and the unaudited balance sheet of Jiangsu Xuefeng as of August 31, 2012 and adjusts such information to give the effect as if the foregoing transactions occurred on August 31, 2012.
Financial information for Baichuang Consulting has not been included since Baichuang Consulting did not have any assets or liabilities and, therefore, its omission would not materially change the pro forma.
All of the following financial statements are presented in U.S. dollars.
The pro forma does not give effect to the four for one stock split expected to occur in December 2012.
Unaudited Pro Forma Condensed Consolidated Income Statements
For the three months ended August31, 2012
(U.S. Dollars)
NYC Moda Inc
|
Inclusion Business Ltd (BVI)
|
Lotus Internation (HK)
|
Jiangsu Xuefeng
|
Pro Forma Adjustments
|
|||||
(A)
|
(B)
|
(C)
|
(D)
|
Debits
|
Credits
|
Pro Forma
|
|||
Sales
|
$ -
|
$ -
|
$ -
|
$ 632,000
|
$ -
|
$ -
|
$ 632,000
|
||
Cost of Sales
|
-
|
-
|
-
|
85,357
|
-
|
-
|
85,357
|
||
Gross profit
|
-
|
-
|
-
|
546,643
|
-
|
-
|
546,643
|
||
Operating expenses
|
|||||||||
Selling and marketing
|
-
|
4,598
|
-
|
-
|
4,598
|
||||
General and administrative
|
16,875
|
41
|
101,323
|
(I)
|
47,400
|
(H)
|
47,400
|
101,364
|
|
(L)
|
16,875
|
||||||||
Total operating expenses
|
16,875
|
-
|
41
|
105,921
|
47,400
|
64,275
|
105,962
|
||
Other Income
|
|||||||||
Interest income
|
-
|
-
|
-
|
1,495
|
-
|
-
|
1,495
|
||
Lotus consulting fee
|
-
|
-
|
-
|
-
|
(H)
|
47,400
|
(I)
|
47,400
|
-
|
Income (loss) before provision for income taxes
|
(16,875)
|
-
|
(41)
|
442,217
|
94,800
|
111,675
|
442,176
|
||
Provision for income taxes
|
-
|
-
|
-
|
110,554
|
(J)
|
11,850
|
(J)
|
11,850
|
110,554
|
Net income (loss) before noncontrolling interests
|
(16,875)
|
-
|
(41)
|
331,663
|
154,050
|
-
|
170,925
|
331,622
|
|
Noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
(K)
|
14,806
|
14,806
|
|
Net income (loss) attributable to controlling interests
|
$ (16,875)
|
$ -
|
$ (41)
|
$ 331,663
|
$ 154,050
|
$ 185,731
|
$ 283,066
|
||
Net income (loss) per share, basic and diluted
|
$ (0.00)
|
$ 0.03
|
|||||||
Weighted average shares outstanding, basic and diluted
|
10,300,000
|
-
|
-
|
-
|
10,300,000
|
Unaudited Pro Forma Condensed Consolidated Income Statements
For the year ended May 31, 2012
(U.S. Dollars)
NYC Moda Inc
|
Inclusion Business Ltd (BVI)
|
Lotus Internation (HK)
|
Jiangsu Xuefeng
|
Pro Forma Adjustments
|
|||||
(A)
|
(B)
|
(C)
|
(D)
|
Debits
|
Credits
|
Pro Forma
|
|||
Sales
|
$ -
|
$ -
|
$ -
|
$ 314,248
|
$ -
|
$ -
|
$ 314,248
|
||
Cost of Sales
|
-
|
-
|
-
|
21,495
|
-
|
-
|
21,495
|
||
Gross profit
|
-
|
-
|
-
|
292,753
|
-
|
-
|
292,753
|
||
Operating expenses
|
|||||||||
Selling and marketing
|
-
|
-
|
-
|
10,904
|
-
|
-
|
10,904
|
||
General and administrative
|
15,620
|
-
|
-
|
195,848
|
(I)
|
189,600
|
(H)
|
189,600
|
195,848
|
(L)
|
15,620
|
||||||||
Total operating expenses
|
15,620
|
-
|
-
|
206,752
|
189,600
|
205,220
|
206,752
|
||
Other income
|
|||||||||
Interest income
|
-
|
-
|
-
|
6,018
|
-
|
-
|
6,018
|
||
Lotus consulting fee
|
-
|
-
|
-
|
-
|
(H)
|
189,600
|
(I)
|
189,600
|
-
|
Income (loss) before provision for income taxes
|
(15,620)
|
-
|
-
|
92,019
|
-
|
(15,620)
|
60,779
|
||
Provision for income taxes
|
-
|
-
|
-
|
25,162
|
(J)
|
47,400
|
(J)
|
47,400
|
25,162
|
Net income (loss) before noncontrolling interests
|
(15,620)
|
-
|
-
|
66,857
|
47,400
|
31,780
|
66,857
|
||
Noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
(K)
|
(3,767)
|
(3,767)
|
|
Net income (loss) attributable to controlling interests
|
$ (15,620)
|
$ -
|
$ -
|
$ 66,857
|
$ -
|
$ (35,547)
|
$ 70,624
|
||
Net income (loss) per share, basic and diluted
|
$ (0.00)
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ 0.01
|
||
Weighted average shares outstanding, basic and diluted
|
10,300,000
|
-
|
-
|
-
|
10,300,000
|
Unaudited Pro Forma Consolidated Balance Sheet at August 31, 2012
(U.S. Dollars)
NYC Moda Inc
|
Inclusion Business Ltd (BVI)
|
Lotus Internation (HK)
|
Jiangsu Xuefeng
|
Pro Forma Adjustments
|
|||||
ASSETS
|
(A)
|
(B)
|
(C)
|
(D)
|
Debits
|
Credits
|
Pro Forma
|
||
Current assets:
|
|||||||||
Cash
|
$ 2,079
|
$ -
|
$ 78,990
|
$ 4,536,525
|
$ -
|
( E )
|
600
|
4,616,994
|
|
Prepaid expenses and other current assets
|
985
|
-
|
-
|
4,109
|
-
|
-
|
5,094
|
||
Total current assets
|
3,064
|
-
|
78,990
|
4,540,634
|
-
|
600
|
4,622,088
|
||
Property, plant and equipment, net
|
-
|
-
|
-
|
29,020
|
-
|
-
|
29,020
|
||
Other assets:
|
|||||||||
Prepayment for acquisistion of land use right
|
-
|
-
|
-
|
788,500
|
-
|
-
|
788,500
|
||
Deferred income taxes
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||
Total other assets
|
-
|
-
|
-
|
788,500
|
-
|
-
|
788,500
|
||
TOTAL ASSETS
|
$ 3,064
|
$ -
|
$ 78,990
|
$ 5,358,154
|
$ -
|
$ 600
|
$ 5,439,608
|
||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||
Current liabilities:
|
|||||||||
Income taxes payable
|
$ -
|
$ -
|
$ -
|
$ 66,431
|
$ -
|
$ -
|
$ 66,431
|
||
Loans from stockholders
|
600
|
-
|
79,031
|
35,000
|
(E)
|
600
|
-
|
114,031
|
|
Accrued expenses and other payables
|
-
|
-
|
61,995
|
-
|
-
|
61,995
|
|||
Total current liabilities
|
600
|
-
|
79,031
|
163,426
|
-
|
600
|
-
|
-
|
242,457
|
Stockholders' equity
|
|||||||||
Common stock, $.001 Par; 75,000,000 shares
authorized; 10,300,000 shares issued and outstanding
|
10,300
|
50,000
|
10,000
|
(F)
|
50,000
|
-
|
10,300
|
||
(F)
|
10,000
|
-
|
|||||||
Less: subscriptions receivable
|
-
|
(50,000)
|
(10,000)
|
-
|
(F)
|
50,000
|
|||
-
|
(F)
|
10,000
|
-
|
||||||
Registered capital
|
-
|
-
|
-
|
4,677,144
|
(F)
|
4,443,287
|
-
|
||
(K)
|
233,857
|
-
|
-
|
||||||
Additional paid-in capital
|
24,700
|
-
|
-
|
(G)
|
15,661
|
||||
(L)
|
16,875
|
(F)
|
4,443,287
|
4,435,451
|
|||||
Retained earnings(deficit)
|
(32,536)
|
-
|
(41)
|
281,868
|
(K)
|
14,093
|
(G)
|
15,661
|
267,734
|
(L)
|
16,875
|
||||||||
Statutory reserve fund
|
-
|
30,661
|
(K)
|
1,533
|
-
|
29,128
|
|||
Other comprehensive income
|
-
|
205,055
|
(K)
|
10,253
|
-
|
194,802
|
|||
Stockholders' equity before
noncontrolling interests
|
2,464
|
-
|
(41)
|
5,194,728
|
4,795,559
|
4,535,823
|
4,937,415
|
||
Noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
(K)
|
259,736
|
259,736
|
|
-
|
|||||||||
Total stockholders' equity
|
2,464
|
-
|
(41)
|
5,194,728
|
4,795,559
|
4,795,559
|
5,197,151
|
||
TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY
|
$ 3,064
|
$ -
|
$ 78,990
|
$ 5,358,154
|
$ 4,796,159
|
$ 4,795,559
|
$ 5,439,608
|
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information:
On November 27, 2012, NYC Moda entered into a Share Exchange Agreement with Inclusion, a British Virgin Islands company, and its shareholders. Pursuant to the terms of the Share Exchange Agreement, NYC Moda acquired 100% of the issued and outstanding capital stock of Inclusion in exchange for the transfer of 7,895,000 shares of NYC Moda’s common stock, constituting 76.65%% of its issued and outstanding stock. As a result of the Share Exchange, Inclusion became NYC Moda’s wholly-owned subsidiary. NYC Moda assumes the business and operations of Jiangsu Xuefeng, which Inclusion controls through an entrusting agreement.
Assumptions and Adjustments:
(A)
|
Historical financial statements of NYC Moda as of July 31, 2012 and for the year ended April 30, 2012. Differences in value at July 31, 2012 and August 31, 2012 were immaterial.
|
(B)
|
Historical consolidated financial statements of Inclusion.
|
(C)
|
Historical financial statements of Lotus International.
|
(D)
|
Historical financial statements of Jiangsu Xuefeng.
|
(E)
|
Adjustments to reflect payment of liabilities by Inclusion prior to the reverse merger in accordance with the Share Exchange Agreement.
|
(F)
|
Adjustments to reflect Share Exchange in the reverse merger transaction. On November 27, 2012, NYC Moda transferred 7,895,000 shares of common stock to Inclusion’s shareholders. There were 10,300,000 shares of common stock outstanding after the Share Exchange transaction.
|
(G)
|
Adjustment to retained earnings to reflect the reverse merger.
|
(H)
|
Adjustments to reflect the consulting fee to be paid by Jiangsu Xuefeng to Baichuang Consulting per the VIE agreement.
|
(I)
|
Adjustments to reflect elimination of the intercompany consulting fee.
|
(J)
|
Adjustments to reflect the income tax effect of the consulting fee paid by Jiangsu Xuefeng to Baichuang Consulting per the VIE agreement.
|
(K)
|
Adjustment to record the noncontrolling interests.
|
(L)
|
Adjustment to operating expenses to reflect the reverse merger.
|