Attached files
| file | filename |
|---|---|
| EX-2.1 - United Royale Holdings Corp. | ex2-1.htm |
| 8-K - United Royale Holdings Corp. | form8-k.htm |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On September 30, 2018, United Royale Holdings Corp. (“URYL” or the “Company”) and Mr. CHEN Zheru (“Seller”), representing the sole shareholder of IV Enterprises Development Limited, a Seychelles corporation (“IVED”), entered into a Sale and Purchase Agreement, pursuant to which URYL acquired 100% (one hundred percent) of the shareholding of IVED. In consideration for the transfer by Seller to URYL of the Share and the Purchased Assets, URYL shall assume the Assumed Liabilities and pay to Seller US$1 in cash at Closing.
The following unaudited pro forma condensed consolidated financial statements have been derived by the application of adjustments to the Company’s historical consolidated financial statements. The unaudited pro forma condensed consolidated financial statements of income for the six months ended June 30, 2018 and for the fiscal year ended December 31, 2017 are presented as if the acquisition had occurred on January 1, 2017. The unaudited pro forma condensed consolidated balance sheets as of June 30, 2018 and December 31, 2017 are presented as if the acquisition had occurred on January 1, 2017.
Historical financial information for the fiscal year ended December 31, 2017 has been derived from audited historical consolidated financial statements included in the Company’s 2017 Annual Report on Form 10-K. Historical financial information for the Company as of and for the six months ended June 30, 2018 has been derived from unaudited historical consolidated condensed financial statements included in the Company’s Quarterly Report on Form 10-Q.
The unaudited pro forma condensed consolidated balance sheets and condensed consolidated statements of income are provided for informational purposes only and should not be construed to be indicative of the Company’s consolidated financial position or results of operations had the transaction been consummated on the date assumed and do not project the Company’s consolidated financial position or results of operations for any future period or date.
The unaudited pro forma consolidated balance sheets and unaudited pro forma consolidated statements of income were derived by adjusting the Company’s historical consolidated financial statements for the acquisition of IVED. The unaudited pro forma condensed combined statements of income do not include the impact of any potential cost savings or one-time costs that may result from the acquisition.
UNITED ROYALE HOLDINGS CORP.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2018
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| As Reported | Pro Forma Adjustments | Pro Forma | ||||||||||
| Revenue | $ | - | $ | - | $ | - | ||||||
| Cost of revenue | - | - | - | |||||||||
| Gross Profit | - | - | - | |||||||||
| Operating expenses | ||||||||||||
| - General and Administrative | (75,121 | ) | (7,339 | ) | (a) | (82,460 | ) | |||||
| Loss From Operations | (75,121 | ) | (7,339 | ) | (82,460 | ) | ||||||
| Foreign currency loss and other income (expense), net | 59 | - | 59 | |||||||||
| Loss Before Income Tax | (75,062 | ) | (7,339 | ) | (82,401 | ) | ||||||
| Income tax expense | - | - | - | |||||||||
| Net Loss | $ | (75,062 | ) | $ | (7,339 | ) | $ | (82,401 | ) | |||
| Net Loss per share: | ||||||||||||
| Basic and diluted | $ | (0.00 | ) | - | $ | (0.00 | ) | |||||
| Weighted-average common shares outstanding: | ||||||||||||
| Basic and diluted | 141,965,520 | - | 141,965,520 | |||||||||
The accompanying notes are an integral part of this unaudited pro forma consolidated financial statements
UNITED ROYALE HOLDINGS CORP.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2017
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| As Reported | Pro Forma Adjustments | Pro Forma | ||||||||||
| Revenue | $ | 12,500 | $ | - | $ | 12,500 | ||||||
| Cost of revenue | (10,000 | ) | - | (10,000 | ) | |||||||
| Gross Profit | 2,500 | - | 2,500 | |||||||||
| Operating expenses | ||||||||||||
| - General and Administrative | (45,003 | ) | (22,608 |
) | (a) | (67,611 | ) | |||||
| Loss From Operations | (42,503 | ) | (22,608 | ) | (65,111 | ) | ||||||
| Foreign currency loss and other income (expense), net | (147 | ) | - | (147 | ) | |||||||
| Loss Before Income Tax | (42,650 | ) | (22,608 | ) | (65,258 | ) | ||||||
| Income tax expense | - | - | - | |||||||||
| Net Loss | $ | (42,650 | ) | $ | (22,608 | ) | $ | (65,258 | ) | |||
| Net Loss per share: | ||||||||||||
| Basic and diluted | $ | (0.00 | ) | - | $ | (0.00 | ) | |||||
| Weighted-average common shares outstanding: | ||||||||||||
| Basic and diluted | 198,677,849 | - | 198,677,849 | |||||||||
The accompanying notes are an integral part of this unaudited pro forma consolidated financial statements
UNITED ROYALE HOLDINGS CORP.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2018
(Currency expressed in United States Dollars (“US$”), except for number of share)
| As Reported | Pro Forma Adjustments | Pro Forma | ||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash and cash equivalents | $ | 352,603 | $ | 27,237 | (b) | $ | 379,840 | |||||
| Prepaid expenses | 5,275 | 1,643 | (c) | 6,918 | ||||||||
| TOTAL CURRENT ASSETS | 357,878 | 28,880 | 386,758 | |||||||||
| NON-CURRENT ASSETS: | ||||||||||||
| Plant and equipment, net | 2,585 | 1,578 | (d) | 4,163 | ||||||||
| Biological Assets | - | 24,455 | (e) | 24,455 | ||||||||
| TOTAL ASSETS | $ | 360,463 | $ | 54,913 | $ | 415,376 | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
| CURRENT LIABILITIES: | ||||||||||||
| Accrued liabilities | $ | 9,300 | $ | 297 | (f) | $ | 9,597 | |||||
| Due to Director | 4,028 | 88,622 | (g) | 92,650 | ||||||||
| TOTAL CURRENT LIABILITIES | 13,328 | 88,919 | 102,247 | |||||||||
| TOTAL LIABILITIES | 13,328 | 88,919 | 102,247 | |||||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||||||
| Preferred stock, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding | - | - | ||||||||||
| Common stock, $ 0.0001 par value; 600,000,000 shares authorized; 141,965,520 shares issued and outstanding as of June 30, 2018 | 14,197 | - | 14,197 | |||||||||
| Additional paid-in capital | 643,448 | - | 643,448 | |||||||||
| Accumulated other comprehensive income | - | 180 | (h) | 180 | ||||||||
| Accumulated deficit | (310,510 | ) | (34,186 | )(i) | (344,696 | ) | ||||||
| TOTAL STOCKHOLDERS’ DEFICIT | 347,135 | (34,006 | ) | 313,129 | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 360,463 | $ | 54,913 | $ | 415,376 | ||||||
The accompanying notes are an integral part of this unaudited pro forma consolidated financial statements
UNITED ROYALE HOLDINGS CORP.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2017
(Currency expressed in United States Dollars (“US$”), except for number of share)
| As Reported | Pro Forma Adjustments | Pro Forma | ||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash and cash equivalents | $ | 440,868 | $ | 7,815 | (b) | $ | 448,683 | |||||
| Prepaid expenses | 425 | 1,640 | (c) | 2,065 | ||||||||
| TOTAL CURRENT ASSETS | 441,293 | 9,455 | 450,748 | |||||||||
| NON-CURRENT ASSETS: | ||||||||||||
| Plant and equipment, net | 3,232 | 1,667 | (d) | 4,899 | ||||||||
| Biological Assets | - | 24,395 | (e) | 24,395 | ||||||||
| TOTAL ASSETS | $ | 444,525 | $ | 35,517 | $ | 480,042 | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
| CURRENT LIABILITIES: | ||||||||||||
| Accrued liabilities | $ | 18,300 | $ | 296 | (f) | $ | 18,596 | |||||
| Due to Director | 4,028 | 62,009 | (g) | 66,037 | ||||||||
| TOTAL CURRENT LIABILITIES | 22,328 | 62,305 | 84,633 | |||||||||
| TOTAL LIABILITIES | 22,328 | 62,305 | 84,633 | |||||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||||||
| Preferred stock, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding | - | - | ||||||||||
| Common stock, $ 0.0001 par value; 600,000,000 shares authorized; 141,965,520 shares issued and outstanding as of December 31, 2017 | 14,197 | - | 14,197 | |||||||||
| Additional paid-in capital | 643,448 | - | 643,448 | |||||||||
| Accumulated other comprehensive loss | - | (1,230 | )(h) | (1,230 | ) | |||||||
| Accumulated deficit | (235,448 | ) | (25,558 | )(i) | (261,006 | ) | ||||||
| TOTAL STOCKHOLDERS’ DEFICIT | 422,197 | (26,788 | ) | 395,409 | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 444,525 | $ | 35,517 | $ | 480,042 | ||||||
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2018 and for the fiscal year ended December 31, 2017 are presented as if the acquisition had occurred on January 1, 2017. The unaudited pro forma condensed consolidated balance sheets as of June 30, 2018 and December 31, 2017 are presented as if the acquisition had occurred on January 1, 2017.
The unaudited pro forma condensed consolidated financial statements reflect the following adjustments:
| (a) | Reflect the adjustment to general and administrative expense incurred by IVED and its subsidiaries |
| (b) | Reflect the adjustment to cash and cash equivalent being held by IVED and its subsidiaries |
| (c) | Reflect the adjustment to current assets of prepayments and deposits owned by IVED and its subsidiaries |
| (d) | Reflect the adjustment to plant and equipment owned by IVED and its subsidiaries |
| (e) | Reflect the adjustment to non-current assets of biological assets owned by IVED and its subsidiaries |
| (f) | Reflect the adjustment to current liabilities of accrued liabilities being held by IVED and its subsidiaries |
| (g) | Reflect the adjustment to amount due to a director held by IVED and its subsidiaries |
| (h) | Reflect the adjustment to the accumulated other comprehensive income made by IVED and its subsidiaries |
| (i) | Reflect the adjustment to the accumulated deficit made by IVED and its subsidiaries |