Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - WINGS & THINGS INC | wgtg0926form8kexh99_2.htm |
| EX-99.1 - EXHIBIT 99.1 - WINGS & THINGS INC | wgtg0926form8kexh99_1.htm |
| EX-16.1 - EXHIBIT 16.1 - WINGS & THINGS INC | wgtg0926form8kexh16_1.htm |
| 8-K - FORM 8-K - WINGS & THINGS INC | wgtg0926form8k.htm |
Exhibit 99.3
Wings & Things, Inc.
Pro Forma Consolidated Financial Statements
For the Six Months Ended June 30, 2017
(Unaudited – Prepared by Management)
CONTENTS
| Pro Forma Balance Sheets (Unaudited) as of June 30, 2017 | 2 |
| Pro Forma Statement of Operations (Unaudited) for the Six Months Ended June 30, 2017 | 3 |
| Pro Forma Statement of Operations (Unaudited) for the Year Ended December 31, 2016 | 4 |
| Notes to the (Unaudited) Pro Forma Financial Statements | 5 |
Wings & Things, Inc.
Unaudited Pro Forma Condensed Balance Sheets
As of June 30, 2017
Wings & Things, Inc. | Northern Mountain Silk, Inc. | Pro Forma Adjustments | Pro Forma Consolidated | |||||||||||||
| ASSETS | ||||||||||||||||
| CURRENT ASSETS | ||||||||||||||||
| Cash and cash equivalents | $ | 403 | $ | 108,604 | $ | — | $ | 109,007 | ||||||||
| Accounts receivable, net | — | 198,841 | — | 198,841 | ||||||||||||
| Other current assets | — | 6,378,816 | — | 6,378,816 | ||||||||||||
| Total current assets | 403 | 6,686,261 | — | 6,686,664 | ||||||||||||
| PROPERTY AND EQUIPMENT, NET | — | 496,103 | — | 496,103 | ||||||||||||
| INTANGIBLE ASSETS, NET | — | 107,059 | — | 107,059 | ||||||||||||
| OTHER ASSETS | — | 2,212 | — | 2,212 | ||||||||||||
| TOTAL ASSETS | $ | 403 | $ | 7,291,635 | $ | — | $ | 7,292,038 | ||||||||
| LIABILITIES | ||||||||||||||||
| CURRENT LIABILITIES | ||||||||||||||||
| Accounts payable | $ | — | $ | 6,079 | $ | — | $ | 6,079 | ||||||||
| Advances from related party | 196,278 | 639,011 | — | 835,289 | ||||||||||||
| Accrued liabilities | 31,965 | 58,828 | — | 90,793 | ||||||||||||
| Current liabilities | 84,500 | 3,782,596 | — | 3,867,096 | ||||||||||||
| Total current liabilities | 312,743 | 4,486,514 | — | 4,799,257 | ||||||||||||
| Long term liabilities | — | 383,341 | — | 383,341 | ||||||||||||
| TOTAL LIABILITIES | 312,743 | 4,869,855 | — | 5,182,598 | ||||||||||||
| STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||||||
| Total stockholders' equity (deficit) | (312,340 | ) | 2,421,780 | — | 2,109,440 | |||||||||||
| TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT) | $ | 403 | $ | 7,291,635 | $ | — | $ | 7,292,038 | ||||||||
| 2 |
Wings & Things, Inc.
Unaudited Pro Forma Condensed Statement of Operations
For the Six Months Ended June 30, 2017
Wings & Things, Inc. | Northern Mountain Silk, Inc. | Pro Forma Adjustments | Pro Forma Consolidated | |||||||||||||
| Revenues | $ | — | $ | 5,656,859 | $ | — | $ | 5,656,859 | ||||||||
| Cost of sales | — | 4,871,571 | — | 4,871,571 | ||||||||||||
| Operating Expenses | 8,130 | 256,615 | 264,745 | |||||||||||||
| Operating income (loss) | (8,130 | ) | 528,673 | — | 520,543 | |||||||||||
| — | ||||||||||||||||
| Other Income (Expense) | (8,736 | ) | (116,195 | ) | — | (124,931 | ) | |||||||||
| Income (loss) before income taxes | (16,866 | ) | 412,478 | — | 395,612 | |||||||||||
| Income tax provision | — | (100 | ) | — | (100 | ) | ||||||||||
| Net Income (Loss) | $ | (16,866 | ) | $ | 412,378 | $ | — | $ | 395,512 | |||||||
| Other comprehensive income (loss) | — | 52,140 | — | 52,140 | ||||||||||||
| Comprehensive income (loss) | $ | (16,866 | ) | $ | 464,518 | $ | — | $ | 447,652 | |||||||
| Basic and diluted earnings per share | $ | (0.00 | ) | $ | 0.02 | |||||||||||
| Weighted-average shares | 18,000,000 | 18,000,000 | ||||||||||||||
| 3 |
Wings & Things, Inc.
Unaudited Pro Forma Condensed Statement of Operations
For the Year Ended December 31, 2016
Wings & Things, Inc. | Northern Mountain Silk, Inc. | Pro Forma Adjustments | Pro Forma Consolidated | |||||||||||||
| Revenues | $ | — | $ | 12,423,955 | $ | — | $ | 12,423,955 | ||||||||
| Cost of sales | — | 11,313,927 | — | 11,313,927 | ||||||||||||
| Operating Expenses | 14,392 | 805,793 | 820,185 | |||||||||||||
| Operating income (loss) | (14,392 | ) | 304,235 | — | 289,843 | |||||||||||
| — | ||||||||||||||||
| Other Income (Expense) | (16,411 | ) | (104,800 | ) | — | (121,211 | ) | |||||||||
| Income (loss) before income taxes | (30,803 | ) | 199,435 | — | 168,632 | |||||||||||
| Income tax provision | — | (52,474 | ) | — | (52,474 | ) | ||||||||||
| Net Income (Loss) | $ | (30,803 | ) | $ | 146,961 | $ | — | $ | 116,158 | |||||||
| Other comprehensive income (loss) | — | (133,676 | ) | — | (133,676 | ) | ||||||||||
| Comprehensive income (loss) | $ | (30,803 | ) | $ | 13,285 | $ | — | $ | (17,518 | ) | ||||||
| Basic and diluted earnings per share | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||||
| Weighted-average shares | 18,000,000 | 18,000,000 | ||||||||||||||
| 4 |
Wings & Things, Inc.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 1 - Basis of presentation
On September 21, 2017, Wings & Things, Inc.’s (the Company) majority shareholder agreed in a private transaction to transfer a majority of its common shares to Northern Mountain Silk, Inc. (Northern), a Utah corporation, and its shareholders. This private transaction will allow Northern to become a wholly owned subsidiary of the Company. Pursuant to the Agreement, the Company’s majority shareholder transferred 14,100,000 shares of common stock to Northern’s shareholders and in exchange, Northern will transfer all its common shares into the Company and become a wholly owned subsidiary. The acquisition of Northern and its subsidiaries has been recorded as a reverse acquisition, with Northern being the accounting acquirer, therefore all consolidated financial information of Northern, is recorded at historical cost without any adjustments for market valuation or goodwill.
The unaudited pro forma condensed combined financial statements have been compiled based on Wings & Things Inc.'s and Northern Mountain Silk, Inc.’s historical consolidated financial statements as adjusted to give effect to the acquisition of Northern and its subsidiaries. The unaudited pro forma combined statements of operations for the three and six months ended June 30,2017 and the 12 months ended December 31, 2016 and 2015 give effect to the Northern acquisition as if it had occurred on January 1, 2015. The unaudited pro forma combined balance sheet as of June 30, 2017 gives effect to the Northern acquisition as if it had occurred on June 30, 2017.
It is management's opinion that this unaudited pro forma condensed combined financial statement includes all adjustments necessary for the fair presentation of the proposed transaction in accordance with US GAAP. The pro forma statement is not intended to reflect the financial position of the Company which would have actually resulted had the proposed transaction been effected on the dates indicated. This pro forma statement does not contain all the information required for annual financial statements. Accordingly, it should be read in conjunction with the most recent annual and interim financial statements of the Company.
Note 2 – Pro forma adjustments
Balance Sheet - The adjustments to eliminate the Parent Company’s retained losses in order to show the historical activity of the accounting acquirer (Northern), as part of the reverse acquisition accounting treatment, are combined in the same line item under total shareholder’s equity, and therefore are not individually identified.
Income Statement – There are no adjustments to the income statement in this pro forma presentation.
5