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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/27/20 Cang Bao Tian Xia Int’l Art … Inc 8-K:1,3,4,5 7/27/20 9:4.1M Edgar Filing LLC/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 319K
2: EX-2.1 Share Exchange Agreement HTML 105K
3: EX-10.1 Call Option Agreement HTML 49K
4: EX-10.2 Equity Pledge Agreement HTML 49K
5: EX-10.3 Proxy Agreement HTML 40K
6: EX-10.4 Management Consultation Agreement HTML 382K
8: EX-99.1 Audited and Unaudited Consolidated Financial HTML 222K
Statements
9: EX-99.3 Unaudited Pro Forma Financial Statements HTML 172K
7: EX-16.1 Auditor Letter HTML 7K
| PROFORMA FINANCIAL STATEMENTS |
EXHIBIT 99.3
CANG BAO TIAN XIA INTERNATIONAL ART TRADE CENTER, INC.
PRO FORMA CONDENSED BALANCE SHEET
As of September 30, 2019
(Unaudited)
|
| Zhi Yuan Limited and Subsidiaries |
|
| Cang Bao |
|
| Adjustments |
|
| Pro Forma |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 3,059,937 |
|
| $ | — |
|
|
|
|
|
| $ | 3,059,937 |
|
Inventory |
|
| 310,550 |
|
|
| — |
|
|
|
|
|
|
| 310,550 |
|
Due from related party |
|
| 5,875 |
|
|
| — |
|
|
|
|
|
|
| 5,875 |
|
Prepayment and other current assets, net |
|
| 1,149,255 |
|
|
| — |
|
|
|
|
|
|
| 1,149,255 |
|
Total current assets |
|
| 4,525,617 |
|
|
| — |
|
|
|
|
|
|
| 4,525,617 |
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
| 8,998 |
|
|
| — |
|
|
|
|
|
|
| 8,998 |
|
Intangible assets |
|
| 384,152 |
|
|
| — |
|
|
|
|
|
|
| 384,152 |
|
Operating lease right of use asset, net |
|
| 916,120 |
|
|
| — |
|
|
|
|
|
|
| 916,120 |
|
Total non-current assets |
|
| 1,309,270 |
|
|
| — |
|
|
|
|
|
|
| 1,309,270 |
|
Total Assets |
| $ | 5,834,887 |
|
| $ | — |
|
|
|
|
|
| $ | 5,834,887 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expense |
| $ | 5,426,079 |
|
| $ | 10,650 |
|
|
|
|
|
| $ | 5,436,729 |
|
Deferred revenues |
|
| 1,451,725 |
|
|
| — |
|
|
|
|
|
|
| 1,451,725 |
|
Due to related party |
|
| 518 |
|
|
| 15,856 |
|
|
|
|
|
|
| 16,374 |
|
Operating lease liabilities - current |
|
| 411,275 |
|
|
| — |
|
|
|
|
|
|
| 411,275 |
|
Total current liabilities |
|
| 7,289,597 |
|
|
| 26,506 |
|
|
|
|
|
|
| 7,316,103 |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease liabilities - noncurrent |
|
| 504,148 |
|
|
| — |
|
|
|
|
|
|
| 504,148 |
|
Total liabilities |
|
| 7,793,745 |
|
|
| 26,506 |
|
|
|
|
|
|
| 7,820,251 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, Class A |
|
|
|
|
|
| 9,992 |
|
|
|
|
|
|
| 9,992 |
|
Common Stock |
|
| 1 |
|
|
| 35,319 |
|
|
| 75,000 |
|
|
| 110,319 |
|
|
|
|
|
|
|
|
|
|
|
| (1 | ) |
|
|
|
|
Subscription Receivable |
|
| (6,264,313 | ) |
|
| — |
|
|
|
|
|
|
| (6,264,313 | ) |
Additional paid-in Capital |
|
| 6,264,312 |
|
|
| 20,509,768 |
|
|
| (75,000 | ) |
|
| 26,770,897 |
|
|
|
|
|
|
|
|
|
|
|
| 1 |
|
|
|
|
|
Accumulated deficit |
|
| (2,049,141 | ) |
|
| (20,581,585 | ) |
|
|
|
|
|
| (22,630,726 | ) |
Statutory reserves |
|
| 12,384 |
|
|
| — |
|
|
|
|
|
|
| 12,384 |
|
Accumulated other comprehensive income |
|
| 77,899 |
|
|
| — |
|
|
|
|
|
|
| 77,899 |
|
Total shareholders' equity |
|
| (1,958,858 | ) |
|
|
|
|
|
|
|
|
|
| (1,853,364 | ) |
Total Liabilities and Shareholders' Equity |
| $ | 5,834,887 |
|
| $ | — |
|
|
|
|
|
| $ | 5,834,887 |
|
The accompanying notes are an integral part of these pro forma financial statements
CANG BAO TIAN XIA INTERNATIONAL ART TRADE CENTER, INC.
PRO FORMA CONDENSED INCOME STATEMENT
For the year ended September 30, 2019
(Unaudited)
|
| Zhi Yuan Limited and Subsidiaries |
|
| Cang Bao |
|
| Adjustments |
|
| Pro Forma |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net revenues |
| $ | 2,986,593 |
|
| $ | — |
|
|
|
|
|
| $ | 2,986,593 |
|
Cost of revenues |
|
| 2,278,211 |
|
|
| — |
|
|
|
|
|
|
| 2,278,211 |
|
Gross margin |
|
| 708,382 |
|
|
| — |
|
|
|
|
|
|
| 708,382 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expense |
|
| 1,702,820 |
|
|
| — |
|
|
|
|
|
|
| 1,702,820 |
|
General and administrative |
|
| 1,000,945 |
|
|
| 48,856 |
|
|
|
|
|
|
| 1,049,801 |
|
Total operating expenses |
|
| 2,703,765 |
|
|
| 48,856 |
|
|
|
|
|
|
| 2,752,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| (1,995,383 | ) |
|
|
|
|
|
|
|
|
|
| (2,044,239 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income/(loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
| 577 |
|
|
| — |
|
|
|
|
|
|
| 577 |
|
Interest expense |
|
| (174 | ) |
|
| — |
|
|
|
|
|
|
| (174 | ) |
Other income (expense) |
|
| 70 |
|
|
| — |
|
|
|
|
|
|
| 70 |
|
Total other income(loss) |
|
| 473 |
|
|
| — |
|
|
|
|
|
|
| 473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss before income taxes |
|
| (1,994,910 | ) |
|
|
|
|
|
|
|
|
|
| (2,043,766 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes expense |
|
| 41,281 |
|
|
| — |
|
|
|
|
|
|
| 41,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| (2,036,191 | ) |
|
|
|
|
|
|
|
|
|
| (2,085,047 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| (2,036,191 | ) |
|
| — |
|
|
|
|
|
|
| (2,085,047 | ) |
Foreign currency translation adjustment |
|
| 77,772 |
|
|
| — |
|
|
|
|
|
|
| 77,772 |
|
Total comprehensive income |
| $ | (1,958,419 | ) |
| $ | (48,856 | ) |
|
|
|
|
| $ | (2,007,275 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted |
|
|
|
|
|
| 35,319,245 |
|
|
| 75,000,000 |
|
|
| 110,319,245 |
|
The accompanying notes are an integral part of these pro forma financial statements
CANG BAO TIAN XIA INTERNATIONAL ART TRADE CENTER, INC.
PRO FORMA CONDENSED BALANCE SHEET
As of March 31, 2020
(Unaudited)
|
| Zhi Yuan Limited and Subsidiaries |
|
| Cang Bao |
|
| Adjustments |
|
| Pro Forma |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
| $ | 1,617,566 |
|
| $ |
|
|
|
|
|
|
| $ | 1,617,566 |
|
Inventory |
|
| 285,945 |
|
|
|
|
|
|
|
|
|
|
| 285,945 |
|
Due from related party |
|
| 28,053 |
|
|
|
|
|
|
|
|
|
|
| 28,053 |
|
Prepayment and other current assets, net |
|
| 2,071,456 |
|
|
|
|
|
|
|
|
|
|
| 2,071,456 |
|
Total current assets |
|
| 4,003,020 |
|
|
| — |
|
|
|
|
|
|
| 4,003,020 |
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
| 13,028 |
|
|
|
|
|
|
|
|
|
|
| 13,028 |
|
Intangible assets |
|
| 343,084 |
|
|
|
|
|
|
|
|
|
|
| 343,084 |
|
Operating lease right of use asset, net |
|
| 735,901 |
|
|
|
|
|
|
|
|
|
|
| 735,901 |
|
Total non-current assets |
|
| 1,092,013 |
|
|
|
|
|
|
|
|
|
|
| 1,092,013 |
|
Total Assets |
| $ | 5,095,033 |
|
| $ | — |
|
|
|
|
|
| $ | 5,095,033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expense |
| $ | 4,815,560 |
|
| $ | 26,100 |
|
|
|
|
|
| $ | 4,841,660 |
|
Deferred revenues |
|
| 2,139,181 |
|
|
|
|
|
|
|
|
|
|
| 2,139,181 |
|
Due to related party |
|
| — |
|
|
| 25,076 |
|
|
|
|
|
|
| 25,076 |
|
Operating lease liabilities - current |
|
| 299,175 |
|
|
|
|
|
|
|
|
|
|
| 299,175 |
|
Total current liabilities |
|
| 7,253,916 |
|
|
| 51,176 |
|
|
|
|
|
|
| 7,305,092 |
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease liabilities - noncurrent |
|
| 509,061 |
|
|
|
|
|
|
|
|
|
|
| 509,061 |
|
Total liabilities |
|
| 7,762,977 |
|
|
| 51,176 |
|
|
|
|
|
|
| 7,814,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, Class A |
|
|
|
|
|
| 9,920 |
|
|
|
|
|
|
| 9,920 |
|
Common Stock |
|
| 1 |
|
|
| 35,319 |
|
|
| 75,000 |
|
|
| 110,319 |
|
|
|
|
|
|
|
|
|
|
|
| (1 | ) |
|
|
|
|
Additional Paid-In Capital |
|
| 6,264,312 |
|
|
| 20,509,840 |
|
|
| (75,000 | ) |
|
| 26,770,897 |
|
Shares Subscription Receivable |
|
| (6,264,313 | ) |
|
|
|
|
|
|
|
|
|
| (6,264,313 | ) |
Accumulated deficit |
|
| (2,745,795 | ) |
|
| (20,606,255 | ) |
|
|
|
|
|
| (23,352,050 | ) |
Statutory reserves |
|
| 12,384 |
|
|
|
|
|
|
|
|
|
|
| 12,384 |
|
Accumulated other comprehensive income |
|
| 65,467 |
|
|
|
|
|
|
|
|
|
|
| 65,467 |
|
Total shareholders' equity |
|
| (2,667,944 | ) |
|
| (51,176 | ) |
|
|
|
|
|
| (2,719,120 | ) |
Total Liabilities and Shareholders' Equity |
| $ | 5,095,033 |
|
| $ |
|
|
|
|
|
|
| $ | 5,095,033 |
|
The accompanying notes are an integral part of these pro forma financial statements
CANG BAO TIAN XIA INTERNATIONAL ART TRADE CENTER, INC.
PRO FORMA CONDENSED INCOME STATEMENT
For six months ended March 31, 2020
(Unaudited)
|
| Zhi Yuan Limited and Subsidiaries |
|
| Cang Bao |
|
| Adjustments |
|
| Pro Forma |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net revenues |
| $ | 2,406,047 |
|
| $ | — |
|
|
|
|
|
| $ | 2,406,047 |
|
Cost of revenues |
|
| 835,080 |
|
|
| — |
|
|
|
|
|
|
| 835,080 |
|
Gross margin |
|
| 1,570,967 |
|
|
| — |
|
|
|
|
|
|
| 1,570,967 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expense |
|
| 826,419 |
|
|
| — |
|
|
|
|
|
|
| 826,419 |
|
General and administrative |
|
| 1,404,706 |
|
|
| 24,670 |
|
|
|
|
|
|
| 1,429,376 |
|
Total operating expenses |
|
| 2,231,125 |
|
|
| 24,670 |
|
|
|
|
|
|
| 2,2551,795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| (660,158 | ) |
|
| (24,670 | ) |
|
|
|
|
|
| (684,828 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income/(loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
| 1,582 |
|
|
|
|
|
|
|
|
|
|
| 1,582 |
|
Interest expense |
|
| (92 | ) |
|
|
|
|
|
|
|
|
|
| (92 | ) |
Other income (expense) |
|
| (35,238 | ) |
|
|
|
|
|
|
|
|
|
| (35,238 | ) |
Total other income(loss) |
|
| (33,748 | ) |
|
| — |
|
|
|
|
|
|
| (33,748 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss before income taxes |
|
| (693,906 | ) |
|
| (24,670 | ) |
|
|
|
|
|
| (718,576 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes expense |
|
| 2,748 |
|
|
|
|
|
|
|
|
|
|
| 2,748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| (696,654 | ) |
|
| (24,670 | ) |
|
|
|
|
|
| (721,324 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| (696,654 | ) |
|
| (24,670 | ) |
|
|
|
|
|
| (721,324 | ) |
Foreign currency translation adjustment |
|
| (12,432 | ) |
|
|
|
|
|
|
|
|
|
| (12,432 | ) |
Total comprehensive income |
| $ | (709,086 | ) |
| $ | (24,670 | ) |
|
|
|
|
| $ | (733,756 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted |
|
|
|
|
|
| 35,319,245 |
|
|
| 75,000,000 |
|
|
| 110,319,245 |
|
The accompanying notes are an integral part of these pro forma financial statements
CANG BAO TIAN XIA INTERNATIONAL ART TRADE CENTER, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
As of and for the year ended September 30, 2019
As of and for the six months ended March 31, 2020
NOTE 1 – PRO FORMA AND BASIS OF PRESENTATION
The unaudited pro forma financial statements are based on historical financial statements of Cang Bao Tian Xia International Art Trade Center Inc.(“Cangbao US”) and its subsidiaries, Hainan Cangbao Tianxia Cultural Relic Co., Ltd.(“Hainan Cangbao”) and Cangbao Tianxia (Shanghai) Cultural Relic Co., Ltd (“Shanghai Cangbao”). with the assumption that Cang Bao Tian Xia International Art Trade Center Inc. or its subsidiary would entered into a series of Variable Interest Entity (“VIE”) agreements with Hainan Cangbao and Shanghai Cangbao, through which the Company controls all management responsibilities of Hainan Cangbao and Shanghai Cangbao as if the transactions had closed at the beginning of the year.
For financial reporting purpose, the transaction is classified as a business combination under common control is a business combination in which all of the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory.
NOTE 2 – ADJUSTMENTS
(a)
Cangbao US issued 75,000,000 shares of its common stock in exchange for all of the outstanding shares in ZhiYuan.
(b)
To eliminate ZhiYuan and subsidiaries’ historical shares capital amounts, assuming the ZhiYuan 's original stockholders will exchange their shares in ZhiYuan for the Cangbao US shares.
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 7/27/20 | |||
| 3/31/20 | 10-Q | |||
| 9/30/19 | 10-Q | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/19/20 Wang Wei SC 13D 1:34K Cang Bao Tian Xia Int’l Art … Inc Edgar Filing LLC/FA 8/04/20 Fu Yaqin SC 13D/A 1:34K Cang Bao Tian Xia Int’l Art … Inc Edgar Filing LLC/FA 8/04/20 Zhou Xingtao SC 13D/A 1:34K Cang Bao Tian Xia Int’l Art … Inc Edgar Filing LLC/FA |