Attached files
| file | filename |
|---|---|
| EX-99 - INTERIM FINANCIALS - UBI Blockchain Internet LTD-DE | exhibit99-2.htm |
| EX-99 - YEAR-END FINANCIALS - UBI Blockchain Internet LTD-DE | exhibit99-1.htm |
| EX-10 - ACQUISITION AGREEMENT - UBI Blockchain Internet LTD-DE | acquisition-agreement.htm |
| 8-K - CURRENT REPORT - UBI Blockchain Internet LTD-DE | currentreport.htm |
Exhibit 99.3
Unaudited pro forma condensed combined financial statement
The following unaudited pro forma condensed combined financial statements are based on our historical financial statements and Shenzhen Nova E-commerce Ltd ("Nova") historical consolidated financial statements as adjusted to give effect to the UBI acquisition of Nova. The unaudited pro forma condensed combined statements of operations for the six months ended 28 February 2017 give effect to the acquisition of Nova as if it had occurred on 1 September 2016. The unaudited pro forma condensed combined balance sheet as of 28 February 2016 gives effect to the acquisition of Nova as if it had occurred on 28 February 2016.
The pro forma combined financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the acquisition occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
Unaudited
Pro Forma Condensed Combined Balance Sheet
As of 28 February 2017
| Assets | UBI | Nova | Pro forma adjustments | Pro forma | |
| combined | |||||
| $ - | $ 2 | $ 2 | |||
| Cash and cash equivalents Prepaid expenses | 6,000 | - | 6,000 | ||
| Total current assets | |||||
| Property and equipment, net | 6,000 | 2 | - | 6,002 | |
| 6,363 | 12,429 | - | 18,792 | ||
| Goodwill | - | - | 5,108,056 | (a) | 5,108,056 |
| Total assets | $12,363 | $12,431 | $5,108,056 | $5,132,850 | |
| Liabilities and Stockholders' Deficit | |||||
| Current liabilities | |||||
| Accounts payable and accrued liabilities | $20,131 | $ - | - | $20,131 | |
| Due to related parties | 149,485 | 120,487 | - | 269,972 | |
| Accrued stock-based compensation | 280,000 | - | - | 280,000 | |
| Total current and total liabilities | 449,616 | 120,487 | - | 570,103 | |
| Total stockholders' deficit | -437,253 | -108,056 | 5,108,056 | (a) | 4,562,747 |
| Total liabilities and stockholders' deficit | $12,363 | $12,431 | $5,108,056 | $5,132,850 |
See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information
F-1c
Unaudited
Pro Forma Condensed Combined Statements of Operations
For the Six Months Ended 28 February 2017
| Operating expenses | UBI | Nova | Pro forma adjustments | Pro forma |
| combined | ||||
| Salaries | $179,569 | $ - | - | $179,569 |
| Consulting fees | 256,667 | - | - | 256,667 |
| Legal and professional fees | 39,516 | - | - | 39,516 |
| General and administrative | 26,239 | 730,173 | - | 756,412 |
| Total operating expenses | 501,991 | 730,173 | - | 1,232,164 |
| Other income | 47,575 | - | - | 47,575 |
| Net loss | ($454,416) | ($730,173) | - | ($1,184,589) |
| Other income | 47,575 | - | - | 47,575 |
| Net loss | ($454,416) | ($730,173) | - | ($1,184,589) |
| Basis and diluted loss per share | (0.02) | ($730,173) | - | (0.05) |
| Weighted-average share per share | 24,205,195 | - | 24,205,195 |
See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information
F-2c
Notes to Unaudited Pro Forma Condensed Combined Financial Information Note 1 — Basis of presentation
The unaudited pro forma condensed combined financial statements are prepared using the acquisition method of accounting under existing U.S. GAAP standards and are based on Registrant’s and Shenzhen Nova E-commerce Ltd ("Nova") historical financial statements as adjusted to give effect to the acquisition of Nova and the share issuance for the acquisition. The unaudited pro forma combined statements of operations for the six months ended 28 February 2017 give effect to the Nova acquisition as if it had occurred on 1 September 2016. The unaudited pro forma combined balance sheet as of 28 February 2017 gives effect to the Nova acquisition as if it had occurred on 28 February 2017.
Note 2 — Preliminary purchase price allocation
On May 16, 2017, Registrant acquired Nova for total consideration of approximately $5 million. The Company financed the acquisition through the issuance of an additional Class C common shares. The unaudited pro forma condensed combined financial information includes various assumptions, including those related to the preliminary purchase price allocation of the assets acquired and liabilities assumed of Nova based on management’s best estimates of fair value. The final purchase price allocation may vary based on final appraisals, valuations and analyses of the fair value of the acquired assets and assumed liabilities. Accordingly, the pro forma adjustments are preliminary and have been made solely for illustrative purposes.
The following table shows the preliminary allocation of the purchase price for Nova to the acquired identifiable assets, liabilities assumed and pro forma goodwill:
| Cash and cash equivalents | $ | 2 |
| Property and equipment, net | 12,429 | |
| Total identifiable assets | 12,431 | |
| Due to former shareholders | -120,487 | |
| Total liabilities assumed | -120,487 | |
| Total liabilities assumed in excess of total assets acquired | -108,056 | |
| Total pro forma goodwill | 5,108,056 | |
| Total purchase price | $ | 5,000,000 |
Note 3 - Pro forma adjustments
The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:
Adjustments to the pro forma condensed combined balance sheet
(a) Reflects the preliminary estimate of goodwill, which represents the excess of the purchase price over the fair value of Nova's identifiable assets acquired and liabilities assumed as shown in Note 2
F-3c