EX-99.3 4 ughl_ex993.htm EX-99.3 ughl_ex993.htm

EXHIBIT 99.3

 

UNION BRIDGE HOLDINGS LIMITED

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

The following unaudited pro forma condensed combined financial statements give effect to the sale purchase transaction (the “Transaction”) between Union Bridge Holdings Limited and Conperin Group Inc.

 

 

 

Page

 

Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2019

 

2

 

Unaudited Pro Forma Condensed Combined Statement of Operations for the Period Ended June 30, 2019

 

3

 

Notes To The Unaudited Pro Forma Condensed Combined Financial Statements

 

4

 

 

 
1
 
 

 

Union Bridge Holdings Limited

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2019

 

 

 

Union Bridge

 

 

Conperin

 

 

 

 

 

 

 

Holdings Ltd.

 

 

Group Inc.

 

 

 

 

 

 

 

June 30,

2019

 

 

June 30,

2019

 

 

Pro Forma

Adjustments

 

 

Pro Forma

As Adjusted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$46,883

 

 

$-

 

 

$-

 

 

$46,883

 

Prepaid expenses

 

 

31,913

 

 

 

-

 

 

 

-

 

 

 

31,913

 

Total Current Assets

 

 

78,796

 

 

 

-

 

 

 

-

 

 

 

78,796

 

TOTAL ASSETS

 

$78,796

 

 

$-

 

 

$-

 

 

$78,796

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$88,559

 

 

 

27,899

 

 

$-

 

 

$116,458

 

Due to related parties

 

 

592,700

 

 

 

124,307

 

 

 

-

 

 

 

717,007

 

TOTAL LIABILITIES

 

 

681,259

 

 

 

152,206

 

 

 

-

 

 

 

833,465

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Common stock, $0.001 par value; 1,000,000,000 shares authorized; 241,146,887 shares post-adjustment and 53,600,000 shares pre-adjustment issued and outstanding

 

 

53,600

 

 

 

-

 

 

 

187,547

 

 

 

241,147

 

Common stock, $1 par value; 2,500,000 shares authorized; 2,500,000 shares issued and outstanding

 

 

-

 

 

 

2,500,000

 

 

 

(2,500,000)

 

 

-

 

Additional paid-in capital

 

 

-

 

 

 

-

 

 

 

2,312,453

 

 

 

2,312,453

 

Accumulated deficit

 

 

(656,864)

 

 

(2,652,206)

 

 

-

 

 

 

(3,309,070)

Accumulated other comprehensive income

 

 

801

 

 

 

-

 

 

 

-

 

 

 

801

 

TOTAL STOCKHOLDERS' DEFICIT

 

 

(602,463)

 

 

(152,206)

 

 

-

 

 

 

(754,669)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$78,796

 

 

 

-

 

 

$-

 

 

$78,796

 

 

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

 

 
2
 
 

  

Union Bridge Holdings Limited

Unaudited Pro Forma Condensed Combined Statements of Operations

Six Months Ended June 30, 2019

 

 

 

Union

Bridge

 

 

Conperin

Group Inc.

 

 

 

 

 

 

 

 

 

Holdings Ltd.

 

 

From Inception

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

(March 12, 2019) to

 

 

Pro Forma

 

 

Pro Forma

 

 

 

June 30, 2019

 

 

June 30, 2019

 

 

Adjustments

 

 

As Adjusted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue - related party

 

$43,419

 

 

$-

 

 

$-

 

 

$43,419

 

Cost of revenue

 

 

(31,938)

 

 

-

 

 

 

-

 

 

 

(31,938)

Gross profit

 

 

11,481

 

 

 

-

 

 

 

-

 

 

 

75,357

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation

 

 

-

 

 

 

2,494,911

 

 

 

-

 

 

 

2,494,911

 

General and administrative expenses

 

 

129,948

 

 

 

157,295

 

 

 

-

 

 

 

287,243

 

Total operating expenses

 

 

129,948

 

 

 

2,652,206

 

 

 

-

 

 

 

2,782,154

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(118,467)

 

 

(2,652,206)

 

 

-

 

 

 

(2,706,797)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

32

 

 

 

-

 

 

 

-

 

 

 

32

 

Total other income

 

 

32

 

 

 

-

 

 

 

-

 

 

 

32

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(118,435)

 

$(2,652,206)

 

 

 

 

 

$(2,770,641)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per common share

 

$(0.00)

 

$(1.06)

 

 

 

 

 

$(0.05)

Weighted average number of common shares outstanding - basic and diluted *

 

 

53,600,000

 

 

 

2,500,000

 

 

 

 

 

 

 

53,600,000

 

 

* Proforma as adjusted shares are not weighted and are actual shares issued and outstanding.

 

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

 

 
3
 
 

  

Union Bridge Holdings Limited

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

 

On September 24, 2019, Union Bridge Holdings Limited (the “Company”, “UGHL”, “we”, “us”, “our”), a company incorporated under the laws of the State of Nevada, USA, entered into a share exchange agreement (the “SEA”) with Conperin Group Inc. (“Conperin”) and Conperin’s shareholders whereby the Company issued 187,546,887 new common shares in exchange for all of the issued and outstanding common shares of Conperin, which totaled 2,500,000. Conperin is a private limited liability company, incorporated and domiciled in the British Virgin Islands. The Company and Conperin were under common control before the acquisition; therefore, the transaction has been accounted for as business combination under common control in accordance to ASC-805-30-5, in which the assets and liabilities of Conperin have been presented at their carrying values at the date of common control on March 12, 2019.

 

NOTE 1 - BASIS OF PRO FORMA PRESENTATION

 

The unaudited pro forma condensed combined financial statements are based on the Company’s and Conperin’s historical consolidated financial statements as adjusted to give effect to the acquisition of Conperin and the shares issued as part of the acquisition. The unaudited pro forma combined statements of operations for the six months ended June 30, 2019 give effect to the Conperin acquisition as if it had occurred on January 1, 2019. The unaudited proforma combined balance sheet as of June 30, 2019 gives effect to the Conperin acquisition as if it had occurred on June 30, 2019.

 

Historical financial information has been adjusted in the pro forma consolidated 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 combined consolidated balance sheet and consolidated statement of operations are described in Note 2— Pro Forma Adjustments.

 

The unaudited pro forma combined financial information is for illustrative purposes only. These companies may have performed differently had they actually been combined for the periods presented. You should not rely on the pro forma combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined companies will experience after the acquisition. Unaudited pro forma financial information and the notes thereof should be read in conjunction with the accompanying historical financial statements of Conperin included elsewhere in this report.

 

NOTE 2. ACCOUNTING PERIODS PRESENTED

 

Certain pro forma adjustments were made to conform Conperin accounting policies to the Company’s accounting policies as noted below.

 

The unaudited pro forma condensed combined balance sheet as of June 30, 2019 is presented as if the acquisition had occurred on June 30, 2019 and combines the historical balance sheet of the Company at June 30, 2019 and the historical balance sheet of Conperin at June 30, 2019.

 

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2019 and has been prepared by combining the Company’s historical consolidated statement of operations for the six months ended June 30, 2019, with the historical statement of operations of Conperin for the period from inception (March 12, 2019) to June 30, 2019.

 

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018 has not been prepared due to Conperin being incorporated on March 12, 2019 and not having historical information to compare for the full year ended December 31, 2019.

 

NOTE 3 - PRO FORMA ADJUSTMENTS

 

The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:

 

 

(a)To record 187,546,887 shares of UGHL unregistered common stock issued in exchange for 2,500,000 shares of common stock of Conperin

 

 

 

 

(b)To eliminate share capital of Conperin

 

 
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