NAMI Corp. - FORM 8-K/A - EX-99.2

Attached files

file	filename
EX-99.1 - EX-99.1 - NAMI Corp.	nink_ex991.htm
8-K/A - FORM 8-K/A - NAMI Corp.	nink_8ka.htm

EXHIBIT 99.2

NAMI CORP.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated balance sheet is based on the historical balance sheets of NAMI Corp. ("NAMI" or the “Company”) and SBS Mining Corp. Malaysia Sdn Bhd. (“SBS”) as of May 31, 2018 for NAMI and June 30, 2018 for SBS. No pro forma statement of operations for the periods ending May 31, 2018 or June 30, 2018 or for the years ended November 30, 2017 or June 30, 2017 have been presented as the acquisition of SBS by NAMI, as more fully described below, is being accounted for as a recapitalization of SBS.

Nami Corp.

Pro Forma

Condensed Consolidated Balance Sheet - Unaudited

	NAMI Corp.			SBS Mining Corp. Malaysia Sdn Bhd.
	May 31, 2018			June 30, 2018			Proforma Adjustments			Proforma As Adjusted
Assets
Current assets
Cash and bank balances	$	-		$	19,072		$	-		$	19,072
Prepayment		8,228			435			-			8,663
Other receivables and deposits		-			3,333			-			3,333
Total Current assets		8,228			22,840			-			31,068

Concession acquisition costs		-			236,749						236,749
Plant and equipment		-			19,725						19,725
Total Assets		8,228			279,314			-			287,542

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Other payables and accruals	$	-		$	114,726		$	-		$	114,726
Accounts payable and accrued liabilities		49,310			0			-			49,310
Amount due to related parties		339,128			1,996,164			-			2,335,292
Stock payable		-			59,530			-			59,530
Total Liabilities		388,438			2,170,420			-			2,558,858

Stockholders’ Equity
Share capital (par value MYR 1 [approximately $0.31] per share; 600,000 shares authorized, issued and outstanding as of June 30, 2018 and June 30, 2017, respectively)		-			183,652			(183,652	)		-
Common stock - Authorized 5,000,000,000 shares of common stock, $0.001 par value, Issued and outstanding 706,125,000 shares at May 31, 2018 and at November 30, 2017 pre -merger and 1,426,927,346 post -merger shares issued and outstanding as of May 31, 2018		706,125			-			720,802			1,426,927
Additional paid in capital		(689,285	)		286,884			(934,200	)		(1,336,601	)
Accumulated deficit		(397,050	)		(2,379,433	)		397,050			(2,379,433	)
Accumulated other comprehensive loss		-			17,791			-			17,791
Total Stockholders' Equity		(380,210	)		(1,891,106	)		0			(2,271,316	)
Total Liabilities and Stockholders' Equity	$	8,228		$	279,314		$	0		$	287,542

See notes to the unaudited pro forma combined financial statements

Nami Corp.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS

OF MAY 31, 2018 AND JUNE 30, 2018

On July 4, 2018, Nami Corp. (the “Company”, “Nami”, “we”, “us”, “our”), a company incorporated under the laws of the State of Nevada, USA, entered into a share exchange agreement (the “SEA”) with GMCI, as the shareholder (the “SBS Shareholders”) of SBS Mining Corp. Malaysia Sdn. Bhd., a Malaysian corporation (“SBS”), pursuant to which the Company acquired 100% of the issued and outstanding shares of SBS from GMCI in exchange for the issuance of 720,802,346 shares of the Company to GMCI (the “Exchange”).

As a result of the Exchange, SBS became a wholly owned subsidiary of NAMI and GMCI became majority shareholder of NAMI owning 50.51% of capital stock of the Company. The transaction under the Exchange has been accounted for as a recapitalization of SBS where the Company (the legal acquirer and public shell) is considered the accounting acquiree and SBS (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 SBS. In recognizing the transaction as a recapitalization of SBS, no purchase accounting occurs, the assets and liabilities of the Company are treated as acquired at their historical balances on the date of acquisition, and all prior historical results of the Company are no longer presented in the consolidated financial statements.

1. BASIS OF PRO FORMA PRESENTATION

The unaudited pro forma condensed consolidated balance sheets have been derived from the historical May 31, 2018 condensed balance sheet of Nami, and the historical June 30, 2018 condensed balance sheet of SBS after giving effect to the transaction.

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 consolidated balance sheet and statement of operations are described in Note 2— Pro Forma Adjustments.

The unaudited pro forma consolidated financial information is for illustrative purposes only. These companies may have performed differently had they actually been consolidated for the periods presented. You should not rely on the pro forma condensed consolidated financial information as being indicative of the historical results that would have been achieved had the companies always been consolidated or the future results that the consolidated 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 SBS included elsewhere in this report.

2. PRO FORMA ADJUSTMENTS

The adjustments included in the pro forma balance sheet and statement of operations and comprehensive loss are as follows:

	·	To record 720,802,346 shares of Nami Corp. unregistered common stock issued to GMCI Corp. in exchange for 100% of the shares of common stock to of SBS Mining Corp. Malaysia Sdn. Bhd. held by GMCI.

	·	To eliminate the accumulated loss of Nami Corp. before the date of the Exchange.

NAMI Corp. - FORM 8-K/A - EX-99.2 - September 20, 2018

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NAMI Corp. Reports