Attached files
| file | filename |
|---|---|
| EX-99.2 - Image Chain Group Limited, Inc. | ex99-2.htm |
| EX-99.1 - Image Chain Group Limited, Inc. | ex99-1.htm |
| EX-3.4 - Image Chain Group Limited, Inc. | ex3-4.htm |
| EX-2.1 - Image Chain Group Limited, Inc. | ex2-1.htm |
| 8-K/A - Image Chain Group Limited, Inc. | form8-ka.htm |
EXHIBIT 99.3
IMAGE CHAIN GROUP LIMITED, INC.
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma combined financial statements give effect to the sale purchase transaction (the “Transaction”) between Image Chain Group Limited, Inc. (the “Company”, “ICGL”, “we”, “us”, “our”) and Image P2P Trading Group Limited (“Image P2P”).
| 1 |
Image Chain Group Limited, Inc.
Balance Sheet - Unaudited
June 30, 2017
| Image Chain Group Limited, Inc. | Image P2P Trading Group Limited | Pro Forma | Pro Forma | |||||||||||||
| June 30, 2017 | June 30, 2017 | Adjustments | As Adjusted | |||||||||||||
| Assets | ||||||||||||||||
| Current assets | ||||||||||||||||
| Cash and cash equivalents | $ | - | $ | 4,242 | $ | - | $ | 4,242 | ||||||||
| Accounts receivable, net | - | 1,315,042 | - | 1,315,042 | ||||||||||||
| Other receivables and other current assets | - | 328,601 | - | 328,601 | ||||||||||||
| Inventories | - | 483,976 | - | 483,976 | ||||||||||||
| Advances and prepayment to suppliers | - | 73,070 | 73,070 | |||||||||||||
| Prepaid expenses | - | 18,371 | - | 18,371 | ||||||||||||
| Prepaid taxes and taxes recoverable | - | 103,426 | 103,426 | |||||||||||||
| Due from related parties | - | 773,215 | - | 773,215 | ||||||||||||
| Total current assets | - | 3,099,943 | - | 3,099,943 | ||||||||||||
| Plant and equipment, net | - | 10,957,427 | 10,957,427 | |||||||||||||
| Construction in progress and prepayment for equipment | - | 29,469 | 29,469 | |||||||||||||
| Intangible assets, net | - | 506,071 | 506,071 | |||||||||||||
| Other assets | - | 62,899 | 62,899 | |||||||||||||
| Total Assets | - | 14,655,809 | - | 14,655,809 | ||||||||||||
| Liabilities and Stockholders’ Equity | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Short-term bank loans | $ | - | $ | 2,508,522 | $ | - | $ | 2,508,522 | ||||||||
| Long-term debt – current portion | - | 295,120 | - | 295,120 | ||||||||||||
| Accounts payable | - | 766,341 | - | 766,341 | ||||||||||||
| Tax payable | - | 47,728 | - | 47,728 | ||||||||||||
| Accrued liabilities and other payables | 30,866 | 388,775 | - | 419,641 | ||||||||||||
| Customers advances and deposits | - | 3,617 | - | 3,617 | ||||||||||||
| Due to related parties | 168,957 | 5,047,945 | - | 5,216,902 | ||||||||||||
| Total current liabilities | 199,823 | 9,058,048 | - | 9,257,871 | ||||||||||||
| Long-term bank loans | - | 1,839,680 | - | 1,839,680 | ||||||||||||
| Total Liabilities | 199,823 | 10,897,728 | - | 11,097,551 | ||||||||||||
| Stockholders’ Equity | ||||||||||||||||
| Preferred Stock, $0.001 par value, 50,000 shares authorized, issued and outstanding as of June 30, 2017 | 50 | 50 | ||||||||||||||
| Common stock, $0.001 par value, 2,000,000,000 shares authorized, 3,950,006 pre -merger and 503,950,006 post -merger shares issued and outstanding as of June 30, 2017 | 3,950 | - | 500,000 | 503,950 | ||||||||||||
| Paid in capital, 50,000 common shares issued and outstanding as of June 30, 2017 | - | 5,841,155 | (5,841,155 | ) | - | |||||||||||
| Additional paid in capital | 59,406,250 | - | (54,268,918 | ) | 5,137,332 | |||||||||||
| Accumulated deficit | (59,610,073 | ) | (1,629,516 | ) | 59,610,073 | (1,629,516 | ) | |||||||||
| Accumulated other comprehensive loss | - | (453,558 | ) | - | (453,558 | ) | ||||||||||
| Total Stockholders’ Equity | (199,823 | ) | 3,758,081 | - | 3,558,258 | |||||||||||
| Total Liabilities and Stockholders’ Equity | $ | - | $ | 14,655,809 | $ | - | $ | 14,655,809 | ||||||||
See notes to the unaudited pro forma combined financial statements
| 2 |
Image Chain Group Limited, Inc.
Pro Forma
Statement of Operations and Comprehensive Loss for six months ended June 30, 2017 – Unaudited
| Image Chain Group Limited, Inc. | Image P2P Trading Group Limited | |||||||||||||||
| Six Months Ended | Six Months Ended | Pro Forma | Pro Forma | |||||||||||||
| June 30, 2017 | June 30, 2017 | Adjustment | As Adjusted | |||||||||||||
| Net revenues | $ | - | $ | 1,168,126 | $ | - | $ | 1,168,126 | ||||||||
| Cost of revenues | - | 1,160,702 | - | 1,160,702 | ||||||||||||
| Gross Profit | - | 7,424 | - | 7,424 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative expenses | 213,746 | 237,330 | (213,746 | ) | 237,330 | |||||||||||
| Total operating expenses | 213,746 | 237,330 | (213,746 | ) | 237,330 | |||||||||||
| Operating loss | (213,746 | ) | (229,906 | ) | 213,746 | (229,906 | ) | |||||||||
| Other income (expense) | ||||||||||||||||
| Government subsidy | - | 6,037 | - | 6,037 | ||||||||||||
| Interest income | - | 40 | - | 40 | ||||||||||||
| Interest expense | - | (126,111 | ) | - | (126,111 | ) | ||||||||||
| Total Other Income | - | (120,034 | ) | - | (120,034 | ) | ||||||||||
| Loss before tax | (213,746 | ) | (349,940 | ) | 213,746 | (349,940 | ) | |||||||||
| Provision for income tax | - | - | - | |||||||||||||
| Net Loss | $ | (213,746 | ) | $ | (349,940 | ) | $ | 213,746 | $ | (349,940 | ) | |||||
| Other comprehensive income: | ||||||||||||||||
| Foreign currency translation gain | - | 89,980 | - | 89,980 | ||||||||||||
| Total comprehensive loss | $ | (213,746 | ) | $ | (259,960 | ) | $ | 213,746 | $ | (259,960 | ) | |||||
| Basic and diluted loss per common share | $ | (0.05 | ) | $ | (69.92 | ) | $ | (0.00 | ) | |||||||
| Basic and diluted weighted average common shares outstanding* | 3,950,006 | 5,005 | 503,950,006 | |||||||||||||
* Proforma as adjusted shares are not weighted and are actual shares issued and outstanding.
See notes to the unaudited pro forma combined financial statements
| 3 |
Image Chain Group Limited, Inc.
Pro Forma
Statement of Operations and Comprehensive Loss for year ended December 31, 2016 – Unaudited
| IMAGE CHAIN GROUP LIMITED, INC. | Image P2P Trading Group Limited | |||||||||||||||
| Year Ended | Year Ended | Proforma | Proforma | |||||||||||||
| December 31, 2016 | December 31, 2016 | Adjustment | As Adjusted | |||||||||||||
| Net revenues | $ | - | $ | 45,431 | $ | - | $ | 45,431 | ||||||||
| Cost of revenues | - | 601,119 | - | 601,119 | ||||||||||||
| Gross loss | - | (555,688 | ) | - | (555,688 | ) | ||||||||||
| Operating Expenses | ||||||||||||||||
| Selling, general and administrative expenses | 9,466,267 | 516,939 | (9,466,267 | ) | 516,939 | |||||||||||
| Total operating expenses | 9,466,267 | 516,939 | (9,466,267 | ) | 516,939 | |||||||||||
| Operating loss | (9,466,267 | ) | (1,072,627 | ) | 9,466,267 | (1,072,627 | ) | |||||||||
| Other income (expense) | ||||||||||||||||
| Write-off of subscription receivable | (41,687,861 | ) | - | 41,687,861 | - | |||||||||||
| Write-off of amounts due from related parties | (1,051,813 | ) | - | 1,051,813 | - | |||||||||||
| Government subsidy | - | 24,050 | - | 24,050 | ||||||||||||
| Interest income | - | 56 | - | 56 | ||||||||||||
| Interest expense | - | (148,961 | ) | - | (148,961 | ) | ||||||||||
| Total Other Income | (42,739,674 | ) | (124,855 | ) | 42,739,674 | (124,855 | ) | |||||||||
| Loss Before Income Taxes | (52,205,941 | ) | (1,197,482 | ) | 52,205,941 | (1,197,482 | ) | |||||||||
| Provision for income taxes | - | - | - | - | ||||||||||||
| Loss from Continued Operations | (52,205,941 | ) | (1,197,482 | ) | 52,205,941 | (1,197,482 | ) | |||||||||
| Discontinued Operations | ||||||||||||||||
| Loss from discontinued operations | (1,359,710 | ) | - | 1,359,710 | - | |||||||||||
| Gain on disposal of subsidiaries | 2,568,643 | - | (2,568,643 | ) | - | |||||||||||
| Net gain from discontinued operations, net of taxes | 1,208,933 | - | (1,208,933 | ) | - | |||||||||||
| Net Loss | $ | (50,997,008 | ) | $ | (1,197,482 | ) | $ | 50,997,008 | $ | (1,197,482 | ) | |||||
| Other Comprehensive Income (Loss) | ||||||||||||||||
| Foreign currency translation loss | - | (302,596 | ) | - | (302,596 | ) | ||||||||||
| Total Comprehensive Loss | $ | (50,997,008 | ) | $ | (1,500,078 | ) | $ | 50,997,008 | $ | (1,500,078 | ) | |||||
| Basic and Diluted Loss per Common Share | $ | (12.91 | ) | $ | (239.26 | ) | $ | (0.00 | ) | |||||||
| Basic and Diluted Weighted Average Common Shares Outstanding* | 3,950,006 | 5,005 | 503,950,006 | |||||||||||||
* Proforma as adjusted shares are not weighted and are actual shares issued and outstanding.
See notes to the unaudited pro forma combined financial statements
| 4 |
Image Chain Group Limited, Inc.
NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
On November 14, 2017, Image Chain Group Limited, Inc. (the “Company”, “ICGL”, “we”, “us”, “our”), a company incorporated under the laws of the State of Nevada, USA, entered into a share exchange agreement (the “SEA”) with Image P2P Trading Group Limited (“Image P2P”) and Image P2P’s shareholders whereby the Company issued 500,000,000 new common shares in exchange for all of the issued and outstanding ordinary shares of Image P2P, which totaled 50,000. Image P2P is an investment holding company incorporated and domiciled in the British Virgin Islands. The transaction under the SEA has been accounted for as a reverse-merger and recapitalization of the Company where the Company (the legal acquirer) is considered the accounting acquiree and Image P2P Trading (the legal acquiree) is considered the accounting acquirer. As a result of this transaction, the Company is deemed to be a continuation of the business of Image P2P.
1. BASIS OF PRO FORMA PRESENTATION
The unaudited pro forma condensed combined balance sheets have been derived from the historical June 30, 2017 balance sheet of Image P2P after giving effect to the acquisition with Image Chain Group Limited, Inc. The pro forma balance sheet and statement of operations and comprehensive loss present this transaction as if they had been consummated as of June 30, 2017 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. The pro forma adjustments presented in the pro forma condensed combined balance sheet and statement of operations are described in Note 3— Pro Forma Adjustments.
The unaudited pro forma combined financial information is for illustrative purposes only. These companies may have performed differently had they actually been combined for the periods presented. You should not rely on the pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined companies will experience after the merger. Unaudited pro forma financial information and the notes thereof should be read in conjunction with the accompanying historical financial statements of Image P2P included elsewhere in this report.
2. ACCOUNTING PERIODS PRESENTED
Certain pro forma adjustments were made to conform Image P2P’s accounting policies to the Company’s accounting policies as noted below.
The unaudited pro forma condensed combined balance sheet as of June 30, 2017 is presented as if the Image P2P acquisition had occurred on June 30, 2017, and combines the historical balance sheet of the Company at June 30, 2017 and the historical balance sheet of Image P2P at June 30, 2017.
The unaudited pro forma condensed combined statement of operations and comprehensive loss of the Company and Image P2P for the period ended June 30, 2017 are presented as if the acquisition had taken place on June 30, 2017. The pro forma statement of operations and comprehensive loss for the period ended June 30, 2017 combines the historical results of the Company for the six months ended June 30, 2017 and the historical results of Image P2P for six months ended June 30, 2017.
The unaudited pro forma combined statement of operations for the year ended December 31, 2016 has been prepared by combining the Company’s historical consolidated statement of operations for the year ended December 31, 2016, with the historical consolidated statement of income of Image P2P for the year ended December 31, 2016.
3. PRO FORMA ADJUSTMENTS
The adjustments included in the pro forma balance sheet and statement of operations and comprehensive loss are as follows:
| ● | To record 500,000,000 shares of ICGL unregistered common stock issued in exchange for 50,000 shares of common stock of Image P2P Trading Group Limited. | |
| ● | To eliminate the accumulated loss of Image Chain Group Limited, Inc. incurred before the date of the SEA. |
| 5 |