Attached files
| file | filename |
|---|---|
| 8-K/A - Tianci International, Inc. | g8145.htm |
| EX-99.1 - Tianci International, Inc. | ex99-1.htm |
Exhibit 99.2
STEAMPUNK WIZARDS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined financial statements give effect to the reverse merger transaction (the "Transaction") between Steampunk Wizards, Inc. (f/k/a Freedom Petroleum, Inc.), (the “Company”, “we”, “us”, “our”) and Steampunk Wizards Ltd., a company incorporated pursuant to the laws of Malta (“Malta Co.”).
Pro Forma
Balance Sheet - Unaudited
July 31, 2015
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Steampunk
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Steampunk
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Wizards Ltd.
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Proforma
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Wizards Inc.
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(Malta Co.)
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Adjustments
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Proforma
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July 31, 2015
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July 31, 2015
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(a) & (b)
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As Adjusted
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ASSETS
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Current Assets
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Cash and cash equivalents
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$ | 1,471 | $ | 53,472 | $ | - | $ | 54,943 | ||||||||
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Prepaid expenses and other deposits
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181,040 | 12,670 | (164,730 | ) | 28,980 | |||||||||||
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Other current assets
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- | 7,282 | - | 7,282 | ||||||||||||
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Total Current Assets
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182,511 | 73,424 | (164,730 | ) | 91,205 | |||||||||||
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Equipment, net
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- | 4,807 | - | 4,807 | ||||||||||||
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Total Assets
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$ | 182,511 | $ | 78,231 | $ | (164,730 | ) | $ | 96,012 | |||||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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Current Liabilities
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Accounts payable and accrued expenses
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$ | 8,605 | $ | 47,773 | $ | - | $ | 56,378 | ||||||||
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Due to related parties
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91,400 | 22,114 | - | 113,514 | ||||||||||||
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Short-term loans
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- | 228,756 | (164,730 | ) | 64,026 | |||||||||||
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Total Current Liabilities
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100,005 | 298,643 | (164,730 | ) | 233,918 | |||||||||||
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Stockholders’ Deficit
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Preferred stock, $0.0001 par value; 20,000,000 shares authorized,
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0 shares issued and outstanding
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- | - | - | - | ||||||||||||
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Common stock, $0.0001 par value, 100,000,000 shares authorized;
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27,153,676 shares issued and outstanding
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2,715 | 4,754 | (4,754 | ) | 2,715 | |||||||||||
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Additional paid-in capital
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1,533,083 | 265,983 | (1,448,538 | ) | 350,528 | |||||||||||
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Accumulated deficit
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(1,453,292 | ) | (474,037 | ) | 1,453,292 | (474,037 | ) | |||||||||
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Accumulated other comprehensive loss
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- | (17,112 | ) | - | (17,112 | ) | ||||||||||
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Total Stockholders’ Deficit
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82,506 | (220,412 | ) | - | (137,906 | ) | ||||||||||
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Total Liabilities and Stockholders' Deficit
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$ | 182,511 | $ | 78,231 | $ | (164,730 | ) | $ | 96,012 | |||||||
1
Pro Forma
Statement of Operations - Unaudited
July 31, 2015
| Steampunk | ||||||||||||||||
| Steampunk |
Wizards Ltd.
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Wizards Inc.
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(Malta Co.) |
Proforma
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August 1, 2014
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October 27, 2014
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Adjustments
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Proforma
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to July 31, 2015
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to July 31, 2015
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(b)
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As Adjusted
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Revenues
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$ | - | $ | - | $ | - | $ | - | ||||||||
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Operating Expenses
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Administrative and other expenses
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18,039 | 207,710 | (18,039 | ) | 207,710 | |||||||||||
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Consulting fees
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30,000 | - | (30,000 | ) | - | |||||||||||
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Impairment
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- | 224,723 | - | 224,723 | ||||||||||||
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Professional fees
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42,390 | 47,641 | (42,390 | ) | 47,641 | |||||||||||
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Operating Loss
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(90,429 | ) | (480,074 | ) | 90,429 | (480,074 | ) | |||||||||
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Other Expenses
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Other income
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- | 7,487 | - | 7,487 | ||||||||||||
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Interest expense
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- | (1,450 | ) | - | (1,450 | ) | ||||||||||
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Loss Before Provision for Income Taxes
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(90,429 | ) | (474,037 | ) | 90,429 | (474,037 | ) | |||||||||
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Provision for Income Taxes
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- | - | - | - | ||||||||||||
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Loss from Discontinued Operation, Net of Tax Benefits
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(928,917 | ) | - | 928,917 | - | |||||||||||
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Net Loss
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$ | (1,019,346 | ) | $ | (474,037 | ) | $ | 1,019,346 | $ | (474,037 | ) | |||||
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Other Comprehensive Loss
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Foreign currency translation adjustments
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- | (17,112 | ) | - | (17,112 | ) | ||||||||||
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Total Other Comprehensive Loss
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$ | (1,019,346 | ) | $ | (491,149 | ) | $ | (491,149 | ) | |||||||
2
STEAMPUNK WIZARDS, INC.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(Unaudited)
On July 16, 2015, the Company entered into a share exchange agreement (the “Exchange Agreement”) with Malta Co., Anton Lin, an individual, and the Company’s sole officer and director (“Lin”), being the owner of record of 11,451,541 common shares of the Company and the owners of record of all of the issued share capital of Malta Co. (the “Steampunk Stock”) on July 15, 2015. Pursuant to the Exchange Agreement, upon surrender by the Shareholders and the cancellation by Malta Co. of the certificates evidencing the Steampunk Stock as registered in the name of each Shareholder, and pursuant to the registration of the Company in the register of members maintained by Malta Co. as the new holder of the Steampunk Stock and the issuance of the certificates evidencing the aforementioned registration of the Steampunk Stock in the name of the Company, the Company will issue 4,812,209 shares (the “New Shares”) of the Company’s common stock to the Shareholders (or their designees), and Lin will cause 10,096,229 shares of the Company’s common stock that he owns (the “Lin Stock,” together with the New Shares, the “Acquisition Stock”) to be transferred to the Shareholders (or their designees), which collectively shall represent 55% of the issued and outstanding common stock of the Company immediately after the Closing, in exchange for the Steampunk Stock, representing 100% of the issued share capital of Malta Co. As a result of the exchange of the Steampunk Stock for the Acquisition Stock (the “Share Exchange”), Malta Co. will become a wholly owned subsidiary (the “Subsidiary”) of the Company (the “Parent”) and there will be a change of control of the Company following the closing. There were no warrants, options or other equity instruments issued in connection with the share exchange agreement.
1. BASIS OF PRO FORMA PRESENTATION
The unaudited pro forma condensed combined balance sheets have been derived from the historical July 31, 2015 balance sheet of Steampunk Wizards, Inc. after giving effect to the merger with Steampunk Wizards Ltd. The pro forma balance sheet and statement of operations presents this transaction as if they had been consummated as of July 31, 2015 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. This merger will be treated as a reverse acquisition, and therefore Malta Co. is treated as the accounting acquirer, such that the financial statements of Malta Co. immediately after the merger will become those of Steampunk Wizards, Inc. The pro forma adjustments presented in the pro forma condensed combined balance sheet and statement of operations are described in Note 2— Pro Forma Adjustments.
2. PRO FORMA ADJUSTMENTS
The adjustments included in the pro forma balance sheet and statement of operations are as follows:
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(a)
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To eliminate the inter-company loan between Steampunk Wizards, Inc. and Steampunk Wizards, Ltd. (Malta Co.)
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(b)
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To eliminate the accumulated loss of Steampunk Wizards, Inc. incurred before the reverse merger.
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3