EX-99.3 3 a17-12857_2ex99d3.htm EX-99.3

Exhibit 99.3

 

Porter Holding International, Inc.

Unaudited Pro Forma Condensed Combined Financial Statements

 

The following unaudited pro forma condensed combined financial statements give effect to the reverse merger transaction (the “Transaction”) between Porter Holding International, Inc. (the “Company”, “ULNV”, “we”, “us”, or “our”) and Porter Group Limited (“PGL”), a company incorporated in the Republic of Seychelles.

 

1



 

Porter Holding International, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 31, 2017

(Stated in US Dollars)

 

 

 

Historical (Note 1)

 

Pro Forma

 

 

 

ULNV

 

PGL

 

Adjustments

 

Note 2

 

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

$

852,284

 

 

 

 

 

$

852,284

 

Short-term investments

 

 

471,062

 

 

 

 

 

471,062

 

Accounts receivable, net of nil allowance for doubtful accounts

 

 

41,773

 

 

 

 

 

41,773

 

Prepayments and other receivables

 

 

1,256,430

 

 

 

 

 

1,256,430

 

Amounts due from related parties

 

 

9,179

 

$

(4,500

)

(4

)

4,679

 

Total current assets

 

 

2,630,728

 

 

 

 

 

2,626,228

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

8,238

 

 

 

 

 

8,238

 

Intangible assets, net

 

 

19,362

 

 

 

 

 

19,362

 

Total non-current assets

 

 

 

27,600

 

 

 

 

 

27,600

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

 

$

2,658,328

 

 

 

 

 

$

2,653,828

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

 

$

22,144

 

 

 

 

 

$

22,144

 

Accruals and other payables

 

 

1,420,516

 

 

 

 

 

1,420,516

 

Income tax payable

 

 

1,895

 

 

 

 

 

1,895

 

Amounts due to shareholders

 

 

 

374,524

 

 

 

 

 

374,524

 

Amounts due to related parties

 

4,500

 

1,650,515

 

(4,500

)

(4

)

1,650,515

 

Total current liabilities

 

4,500

 

3,469,594

 

 

 

 

 

3,469,594

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

4,500

 

3,469,594

 

 

 

 

 

3,469,594

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

508,110

 

 

 

 

 

 

508,110

 

Paid-in capital

 

 

725,000

 

(725,000

)

(3

)

 

Additional paid-in capital

 

(467,338

)

188,171

 

679,728

 

(1)(3

)

400,561

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

(45,272

)

(1,842,938

)

45,272

 

(1

)

(1,842,938

)

Accumulated other comprehensive income

 

 

118,501

 

 

 

 

118,501

 

Total stockholders’ deficit

 

(4,500

)

(811,266

)

 

 

 

 

(815,766

)

Total liabilities and stockholders’ deficit

 

$

 

$

  2,658,328

 

 

 

 

 

$

  2,653,828

 

 

2



 

Porter Holding International, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Three Months Ended March 31, 2017

(Stated in US Dollars)

 

 

 

Historical (Note 1)

 

Pro Forma

 

 

 

ULNV

 

PGL

 

Adjustments

 

Note 2

 

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

$

 

$

136,966

 

 

 

 

 

$

  136,966

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF REVENUE

 

 

(63,367

)

 

 

 

 

(63,367

)

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

73,599

 

 

 

 

 

73,599

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

(4,500)

 

(392,257

)

4,500

 

(1

)

(392,257

)

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

(4,500)

 

(318,658

)

 

 

 

 

(318,658

)

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

1,018

 

 

 

 

 

1,018

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS BEFORE TAXES

 

(4,500)

 

(317,640

)

 

 

 

 

(317,640

)

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

(518

)

 

 

 

 

(518

)

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

(4,500)

 

$

  (318,158

)

 

 

 

 

$

  (318,158

)

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS PER SHARE: BASIC AND DILUTED*

 

$

0.00

 

 

 

 

 

 

 

$

0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

 

452,554,444

 

 

 

55,555,556

 

(2

)

508,110,000

 

 


* Less than $0.01 per share

 

3



 

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

 

On December 16, 2016, the Company entered into a share purchase agreement (the “Purchase Agreement”) with PGL. Pursuant to the Purchase Agreement, with PGL and its shareholders, pursuant to which the Company agreed to acquire 100% of the issued and outstanding shares of PGL in exchange for 500,000,000 shares of the Company’s common stock. In January 2017, 500,000,000 shares of common stock were issued pursuant to the Purchase Agreement and are held in escrow and deemed to be in the full control of ULNV until the closing.

 

On April 7, 2017, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”), announcing the completion of a business combination between the Company and PGL, in accordance with the terms of the Purchase Agreement. As a result of the transaction, PGL became the Company’s wholly-owned subsidiary and the shareholders of PGL became the holders of approximately 98.4% of our issued and outstanding capital stock on a fully-diluted basis. The acquisition was accounted for as a recapitalization effected by a share exchange, wherein PGL is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.

 

Note 1 — Basis of Presentation

 

The unaudited pro forma condensed combined financial statements have been derived from the historical unaudited financial statements of the Company after giving effect to the merger with PGL.

 

The unaudited pro forma condensed combined balance sheet as of March 31, 2017 is presented as if the acquisition of PGL had occurred on March 31, 2017.

 

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2017 is presented as if the acquisition of PGL had occurred on January 1, 2017 and was carried forward through each of the aforementioned periods presented.

 

Historical financial information has been adjusted in the pro forma balance sheet to pro forma events that are: (1) directly attributable to the Share Exchange; (2) factually supportable; and (3) expected to have a continuing impact on the Company’s results of operations. This merger will be treated as a reverse acquisition, and therefore PGL is treated as the accounting acquirer, such that the financial statements of PGL immediately after the merger will become those of the Company. The pro forma adjustments presented in the pro forma condensed combined balance sheet and statement of operations are described in Note 2— Pro Forma Adjustments.

 

The pro forma condensed financial statements should be read in conjunction with a reading of the historical financial statements and accompanying notes of the Company included in the Annual Report on Form 10-K for the fiscal year ended February 28, 2017 and of PGL included in this Form 8-K for the three months ended March 31, 2017.

 

These pro forma condensed financial statements are presented for illustrative purposes only and are not intended to be indicative of actual consolidated financial position and consolidated results of operations had the purchase been in effect during the periods presented, or of consolidated financial condition or consolidated results of operations that may be reported in the future.

 

Note 2 - PRO FORMA ADJUSTMENTS

 

The adjustment included in the pro forma balance sheet and statement of operations is as follows:

 

(1)                 To eliminate the accumulated loss of ULNV incurred before the reverse acquisition.

 

(2)                 To reflect the issuance of 500,000,000 shares to the shareholders of PGL, resulting in 508,110,000 total shares of common stock outstanding of ULNV after the reverse acquisition.

 

(3)                 To eliminate paid-in capital of PGL.

 

(4)                 To eliminate the current account between ULNV and PGL.

 

4