Attached files
| file | filename |
|---|---|
| 8-K/A - CURRENT REPORT AMENDMENT - LiquidValue Development Inc. | sedh_8ka.htm |
Exhibit
99.3
SeD Intelligent Home Inc. and Subsidiaries
Pro Forma Consolidated Balance Sheets
December 31, 2016
(Unaudited)
|
|
As Reported
|
Pro Forma
|
||
|
|
SeD
Home Inc.
|
SeD
Intelligent Home Inc.
|
|
|
|
|
12/31/2016
|
12/31/2016
|
Adjustments
|
Combined
|
|
Assets:
|
|
|
|
|
|
Real
Estate
|
|
|
|
|
|
Construction
in Progress
|
$26,146,557
|
$-
|
|
$26,146,557
|
|
Land
Held for Development
|
25,449,641
|
-
|
|
25,449,641
|
|
Real
Estate Held For Sale
|
1,319,368
|
-
|
|
1,319,368
|
|
|
52,915,566
|
-
|
|
52,915,566
|
|
|
|
|
|
|
|
Cash
|
392,172
|
32,376
|
|
424,548
|
|
Restricted
Cash
|
2,631,761
|
-
|
|
2,631,761
|
|
Rent
Receivable
|
18,260
|
-
|
|
18,260
|
|
Prepaid
Expenses
|
85,449
|
-
|
|
85,449
|
|
Fixed
Assets, Net
|
34,623
|
-
|
|
34,623
|
|
Deposits
|
23,603
|
-
|
|
23,603
|
|
Total
Assets
|
$56,101,434
|
$32,376
|
|
$56,133,810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Accounts
Payable and Accrued Expenses
|
$1,452,878
|
$40,346
|
|
$1,493,224
|
|
Accrued
Interest - Related Parties
|
6,284,302
|
-
|
|
6,284,302
|
|
Tenant
Security Deposits
|
5,175
|
-
|
|
5,175
|
|
Builder
Deposits
|
5,900,000
|
-
|
|
5,900,000
|
|
Notes
Payable, Net of Debt Discount
|
12,864,712
|
-
|
|
12,864,712
|
|
Notes
Payable - Related Parties, Net of Debt Discount
|
500,000
|
-
|
|
500,000
|
|
Total
Liabilities
|
27,007,067
|
40,346
|
|
27,047,413
|
|
|
|
|
|
|
|
Shareholders'
Equity
|
|
|
|
|
|
Common
Stock, at par $0.0001, 500,000,000 shares authorized, issued, and
outstanding
|
50,000
|
74,043
|
|
124,043
|
|
Subscription
Receivable - 500,000,000 shares
|
(50,000)
|
|
|
(50,000)
|
|
Additional
Paid In Capital
|
28,499,637
|
100,694
|
|
28,600,331
|
|
Accumulated
Deficit
|
(1,683,152)
|
(182,708)
|
|
(1,865,860)
|
|
Total
Shareholders' Equity
|
26,816,485
|
(7,970)
|
|
26,808,515
|
|
Non-controlling
Interest
|
2,277,882
|
-
|
|
2,277,882
|
|
Total
Shareholders' Equity
|
29,094,367
|
(7,970)
|
|
29,086,397
|
|
|
|
|
|
-
|
|
Total
Liabilities and Shareholders' Equity
|
$56,101,434
|
$32,376
|
|
$56,133,810
|
1
SeD Intelligent Home Inc. and Subsidiaries
Pro Forma Consolidated Statements of Operations
For the Year Ended December 31, 2016
(Unaudited)
|
|
As Reported
|
Pro Forma
|
||
|
|
SeD
Home Inc.
|
SeD
Intelligent Home Inc.
|
|
|
|
|
2016
|
2016
|
Adjustments
|
Combined
|
|
Revenue
|
|
|
|
|
|
Rental
Income
|
$230,059
|
$-
|
|
$230,059
|
|
Property
Sales
|
800,000
|
-
|
|
800,000
|
|
|
1,030,059
|
-
|
|
1,030,059
|
|
Operating
Expenses
|
|
|
|
|
|
Cost
of Sales
|
970,397
|
-
|
|
970,397
|
|
General
and Administrative Expenses
|
1,158,149
|
54,880.00
|
|
1,213,029
|
|
|
2,128,546
|
54,880.00
|
|
2,183,426.00
|
|
|
|
|
|
|
|
Loss
From Operations
|
(1,098,487)
|
(54,880.00)
|
|
(1,153,367)
|
|
|
|
|
|
|
|
Other
Income
|
|
|
|
|
|
Interest
Income
|
31,761
|
-
|
|
31,761
|
|
Other
Income
|
9,984
|
-
|
|
9,984
|
|
|
41,745
|
-
|
|
41,745
|
|
|
|
|
|
|
|
Net
Loss Before Income Taxes
|
(1,056,742)
|
(54,880.00)
|
|
(1,111,622)
|
|
|
|
|
|
|
|
Provision
for Income Taxes
|
-
|
-
|
|
-
|
|
|
|
|
|
|
|
Net
Loss
|
(1,056,742)
|
(54,880.00)
|
|
(1,111,622)
|
|
|
|
|
|
|
|
Net
Loss Attributable to Non-controlling Interest
|
(148,191)
|
-
|
|
(148,191)
|
|
|
|
|
|
|
|
Net
Loss Attributable to SeD Home Inc. and Subsidiaries
|
$(908,551)
|
$(54,880)
|
|
$(963,431)
|
|
|
|
|
|
|
|
Net
Loss Per Share
|
(0.00)
|
(0.00)
|
|
(0.00)
|
|
|
|
|
|
|
|
Shares
Outstanding after the Merger
|
704,043,324
|
704,043,324.00
|
|
704,043,324
|
2
SeD Intelligent Home Inc. and Subsidiaries
Pro Forma Consolidated Statements of Cash Flows
For the Year Ended December 31, 2016
(Unaudited)
|
|
As Reported
|
Pro Forma
|
||
|
|
SeD
Home Inc.
|
SeD
Intelligent Home Inc.
|
|
|
|
|
2016
|
2016
|
Adjustments
|
Combined
|
|
Cash
Flows From Operating Activities
|
|
|
|
|
|
Net
Loss
|
$(1,056,742)
|
$(54,880)
|
|
$(1,111,622)
|
|
Adjustments
to reconcile net loss to net cash (used in) provided by operating
activities:
|
|
|
|
|
|
Depreciation
|
15,959
|
-
|
|
15,959
|
|
Impairment
of Real Estate
|
29,281
|
-
|
|
29,281
|
|
Changes
in Operating Assets and Liabilities
|
|
|
|
|
|
Rent
Receivable
|
10,597
|
-
|
|
10,597
|
|
Prepaid
Expenses
|
(18,783)
|
-
|
|
(18,783)
|
|
Accounts
Payable and Accrued Expenses
|
138,060
|
28,008
|
|
166,068
|
|
Accrued
Interest - Related Parties
|
2,662,189
|
-
|
|
2,662,189
|
|
Tenant
Security Deposits
|
(5,725)
|
-
|
|
(5,725)
|
|
Real
Estate Purchases and Development Costs
|
(13,782,784)
|
-
|
|
(13,782,784)
|
|
Net
Cash (Used In) Provided By Operating Activities
|
(12,007,948)
|
(26,872)
|
|
(12,034,820)
|
|
|
|
|
|
|
|
Cash
Flows From Investing Activities
|
|
|
|
|
|
Cash
Paid for Deposits
|
(2,112)
|
-
|
|
(2,112)
|
|
Change
in Restricted Cash
|
(31,761)
|
-
|
|
(31,761)
|
|
Purchase
of Fixed Assets
|
(9,074)
|
-
|
|
(9,074)
|
|
Net
Cash Used In Investing Activities
|
(42,947)
|
-
|
|
(42,947)
|
|
|
|
|
|
|
|
Cash
Flows From Financing Activities
|
|
|
|
|
|
Capital
Contribution - Related Party
|
-
|
58,000
|
|
58,000
|
|
Proceeds
from Notes Payable
|
9,941,942
|
-
|
|
9,941,942
|
|
Financing
Fees Paid
|
(109,285)
|
-
|
|
(109,285)
|
|
Net
Proceeds (Repayments) from Notes Payable - Related
Parties
|
318,881
|
-
|
|
318,881
|
|
Net
Cash Provided By Financing Activities
|
10,151,538
|
58,000
|
|
10,209,538
|
|
|
|
|
|
|
|
Net
Increase (Decrease) in Cash
|
(1,899,357)
|
31,128
|
|
(1,868,229)
|
|
Cash
- Beginning of Year
|
2,291,529
|
1,248
|
|
2,292,777
|
|
Cash
- End of Year
|
$392,172
|
$32,376
|
|
$424,548
|
|
|
|
|
|
|
|
Supplementary
Cash Flow Information
|
|
|
|
|
|
Cash
Paid For Interest
|
$896,690
|
$-
|
|
$896,690
|
|
Cash
Paid For Taxes
|
$-
|
$-
|
|
$-
|
|
|
|
|
|
|
|
Supplemental
Disclosure of Non-Cash Investing and Financing
Activities
|
|
|
|
|
|
Debt
Discount From Related Party Imputed Interest
|
$963,681
|
$-
|
|
$963,681
|
|
Forgiveness
of Notes Payable - Related Parties
|
$26,913,525
|
$-
|
|
$26,913,525
|
|
Amortization
of Debt Discount - Related Party Capitalized
|
$933,647
|
$-
|
|
$933,647
|
|
Amortization
of Debt Discount Capitalized
|
$608,125
|
$-
|
|
$608,125
|
3
SeD Intelligent Home Inc. and Subsidiaries
Pro Forma Consolidated Balance Sheets
September 30, 2017
(Unaudited)
|
|
As Reported
|
Pro Forma
|
||
|
|
SeD
Home Inc.
|
SeD
Intelligent Home Inc.
|
|
|
|
|
09/30/2017
|
09/30/2017
|
Adjustments
|
Combined
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
Real
Estate
|
|
|
|
|
|
Construction
in Progress
|
$31,262,668
|
$-
|
|
$31,262,668
|
|
Land
Held for Development
|
25,206,357
|
-
|
|
25,206,357
|
|
Real
Estate Held For Sale
|
119,738
|
-
|
|
119,738
|
|
|
56,588,763
|
-
|
|
56,588,763
|
|
|
|
|
|
|
|
Cash
|
595,457
|
13,178
|
|
608,635
|
|
Restricted
Cash
|
2,650,718
|
-
|
|
2,650,718
|
|
Rent
Receivable
|
1,600
|
-
|
|
1,600
|
|
Prepaid
Expenses
|
35,099
|
-
|
|
35,099
|
|
Fixed
Assets, Net
|
27,311
|
-
|
|
27,311
|
|
Deposits
|
23,603
|
-
|
|
23,603
|
|
|
|
|
|
|
|
Total
Assets
|
$59,922,551
|
$13,178
|
|
$59,935,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Accounts
Payable and Accrued Expenses
|
$980,175
|
$29,616
|
|
$1,009,791
|
|
Accrued
Interest - Related Parties
|
1,800,339
|
-
|
|
1,800,339
|
|
Tenant
Security Deposits
|
2,625
|
-
|
|
2,625
|
|
Builder
Deposits
|
5,754,295
|
-
|
|
5,754,295
|
|
Notes
Payable, Net of Debt Discount
|
9,771,821
|
-
|
|
9,771,821
|
|
Notes
Payable - Related Parties, Net of Debt Discount
|
8,319,408
|
20,000
|
|
8,339,408
|
|
Total
Liabilities
|
26,628,663
|
49,616
|
|
26,678,279
|
|
|
|
|
|
|
|
Shareholders'
Equity
|
|
|
|
|
|
Common
Stock, at par $0.0001, 500,000,000 shares authorized, issued, and
outstanding
|
50,000
|
74,043
|
|
124,043
|
|
Subscription
Receivable - 500,000,000 shares
|
(50,000)
|
-
|
|
(50,000)
|
|
Additional
Paid In Capital
|
33,238,322
|
100,694
|
|
33,339,016
|
|
Accumulated
Deficit
|
(2,163,517)
|
(211,176)
|
|
(2,374,693)
|
|
Total
Shareholders' Equity
|
31,074,805
|
(36,438)
|
|
31,038,367
|
|
Non-controlling
Interest
|
2,219,083
|
-
|
|
2,219,083
|
|
Total
Shareholders' Equity
|
33,293,888
|
(36,438)
|
|
33,257,450
|
|
|
|
|
|
-
|
|
Total
Liabilities and Shareholders' Equity
|
$59,922,551
|
$13,178
|
|
$59,935,729
|
4
SeD Intelligent Home Inc. and Subsidiaries
Pro Forma Consolidated Statements of Operations
For the Nine Months Ended September 30
(Unaudited)
|
|
As Reported
|
Pro Forma
|
||
|
|
SeD
Home Inc.
|
SeD
Intelligent Home Inc.
|
|
|
|
|
2017
|
2017
|
Adjustments
|
Combined
|
|
Revenue
|
|
|
|
|
|
Rental
Income
|
$88,438
|
$-
|
|
$88,438
|
|
Property
Sales
|
2,703,736
|
-
|
|
2,703,736
|
|
|
2,792,174
|
-
|
|
2,792,174
|
|
Operating
Expenses
|
|
|
|
|
|
Cost
of Sales
|
2,570,182
|
-
|
|
2,570,182
|
|
|
|
|
|
|
|
General
and Administrative Expenses
|
814,568
|
28,468
|
|
843,036
|
|
|
3,384,750
|
28,468
|
|
3,413,218.00
|
|
|
|
|
|
|
|
Loss
From Operations
|
(592,576)
|
(28,468)
|
|
(621,044.00)
|
|
|
|
|
|
|
|
Other
Income
|
|
|
|
-
|
|
Interest
Income
|
18,957
|
-
|
|
18,957
|
|
Other
Income
|
34,455
|
-
|
|
34,455
|
|
|
53,412
|
-
|
|
53,412
|
|
|
|
|
|
|
|
Net
Loss Before Income Taxes
|
(539,164)
|
(28,468)
|
|
(567,632.00)
|
|
|
|
|
|
|
|
Provision
for Income Taxes
|
-
|
-
|
|
-
|
|
|
|
|
|
|
|
Net
Loss
|
(539,164)
|
(28,468)
|
|
(567,632.00)
|
|
|
|
|
|
|
|
Net
Loss Attributable to Non-controlling Interest
|
(58,799)
|
-
|
|
(58,799)
|
|
|
|
|
|
|
|
Net
Loss Attributable to SeD Home Inc. and Subsidiaries
|
$(480,365)
|
$(28,468)
|
|
$(508,833)
|
|
|
|
|
|
|
|
Net
Loss Per Share
|
(0.00)
|
(0.00)
|
|
(0.00)
|
|
|
|
|
|
|
|
Shares
Outstanding after the Merger
|
704,043,324
|
704,043,324
|
|
704,043,324
|
5
SeD Intelligent Home Inc. and Subsidiaries
Pro Forma Consolidated Statements of Cash Flows
For the Nine Months Ended September 30
(Unaudited)
|
|
As Reported
|
Pro Forma
|
||
|
|
SeD
Home Inc.
|
SeD
Intelligent Home Inc.
|
|
|
|
|
2017
|
2017
|
Adjustments
|
Combined
|
|
Cash
Flows From Operating Activities
|
|
|
|
|
|
Net
Loss
|
$(539,164)
|
$(28,469)
|
12
|
$(567,633)
|
|
Adjustments
to reconcile net loss to net cash (used in) provided by operating
activities:
|
|
|
|
|
|
Depreciation
|
15,203
|
-
|
|
15,203
|
|
Changes
in Operating Assets and Liabilities
|
|
|
|
|
|
Rent
Receivable
|
16,660
|
-
|
|
16,660
|
|
Prepaid
Expenses
|
50,350
|
-
|
|
50,350
|
|
Accounts
Payable and Accrued Expenses
|
(472,703)
|
(10,729)
|
|
(483,432)
|
|
Accrued
Interest - Related Parties
|
76,122
|
-
|
|
76,122
|
|
Tenant
Security Deposits
|
(2,550)
|
-
|
|
(2,550)
|
|
Real
Estate Purchases and Development Costs
|
(3,388,317)
|
-
|
|
(3,388,317)
|
|
Builder
Deposits
|
(145,705)
|
-
|
|
(145,705)
|
|
Net
Cash (Used In) Provided By Operating Activities
|
(4,390,104)
|
(39,198)
|
|
(4,429,302)
|
|
|
|
|
|
|
|
Cash
Flows From Investing Activities
|
|
|
|
|
|
Change
in Restricted Cash
|
(18,957)
|
-
|
|
(18,957)
|
|
Purchase
of Fixed Assets
|
(7,891)
|
-
|
|
(7,891)
|
|
Net
Cash Used In Investing Activities
|
(26,848)
|
-
|
|
(26,848)
|
|
|
|
|
|
|
|
Cash
Flows From Financing Activities
|
|
|
|
|
|
Capital
Contribution - Related Party
|
178,600
|
|
|
178,600
|
|
Proceeds
from Notes Payable
|
2,732,229
|
20,000
|
|
2,752,229
|
|
Repayments
to Note Payable
|
(6,000,000)
|
-
|
|
(6,000,000)
|
|
Financing
Fees Paid
|
(110,000)
|
-
|
|
(110,000)
|
|
Net
Proceeds (Repayments) from Notes Payable - Related
Parties
|
7,819,408
|
-
|
|
7,819,408
|
|
Net
Cash Provided By Financing Activities
|
4,620,237
|
20,000
|
|
4,640,237
|
|
|
|
|
|
|
|
Net
Increase (Decrease) in Cash
|
203,285
|
(19,198)
|
|
184,087
|
|
Cash
- Beginning of Year
|
392,172
|
32,376
|
|
424,548
|
|
Cash
- End of Year
|
$595,457
|
$13,178
|
|
$608,635
|
|
|
|
|
|
|
|
Supplementary
Cash Flow Information
|
|
|
|
|
|
Cash
Paid For Interest
|
$865,724
|
$-
|
|
$865,724
|
|
Cash
Paid For Taxes
|
$-
|
$-
|
|
$-
|
|
|
|
|
|
|
|
Supplemental
Disclosure of Non-Cash Investing and Financing
Activities
|
|
|
|
|
|
Debt
Discount From Related Party Imputed Interest
|
$-
|
$-
|
|
$-
|
|
Forgiveness
of Notes Payable - Related Parties
|
$4,560,085
|
$-
|
|
$4,560,085
|
|
Amortization
of Debt Discount Capitalized
|
$284,880
|
$-
|
|
$284,880
|
6
SeD Intelligent Home Inc. and Subsidiaries
Pro Forma Consolidated Statements of Shareholders'
Deficit
For the Period December 31, 2015 through September 30,
2017
(Unaudited)
|
|
Common
|
Paid-In
|
Subscription
|
Retained
|
Minority
|
Total
|
|
|
|
Shares
|
Par Value
|
Capital
|
Receivable
|
Earnings
|
Interest
|
Equity
|
|
Balance
December 31, 2015
|
74,043,324
|
$74,043
|
$702,125
|
$(37,000)
|
$(902,428)
|
$2,426,073
|
$2,262,813
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from Major Shareholders
|
|
|
$21,000
|
$37,000
|
|
|
$58,000
|
|
|
|
|
|
|
|
|
|
|
Capitalization
of Inerest Reserves
|
|
|
$963,681
|
|
|
|
$963,681
|
|
|
|
|
|
|
|
|
|
|
Forgiven
Intercompany Debts
|
|
|
$26,913,525
|
|
|
|
$26,913,525
|
|
|
|
|
|
|
|
|
|
|
Net
loss for period
|
|
|
|
|
$(963,431)
|
$(148,191)
|
$(1,111,622)
|
|
|
|
|
|
|
|
|
|
|
Balance
December 31, 2016
|
74,043,324
|
$74,043
|
$28,600,331
|
$0
|
$(1,865,859)
|
$2,277,882
|
$29,086,397
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from Major Shareholders
|
|
|
$178,600
|
|
|
|
$178,600
|
|
|
|
|
|
|
|
|
|
|
Forgiven
Intercompany Debts
|
|
|
$4,560,085
|
|
|
|
$4,560,085
|
|
|
|
|
|
|
|
|
|
|
Net
loss for period
|
|
|
|
|
$(508,833)
|
$(58,799)
|
$(567,632)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
September 30, 2017
|
74,043,324
|
$74,043
|
$33,339,016
|
$0
|
$(2,374,692)
|
$2,219,083
|
$33,257,450
|
7