Exhibit 99.3
Unaudited Pro Forma Condensed Financial Statements
As of March 31, 2011
and
For the Three Months Ended March 31, 2011 and the Year Ended December 31, 2010
The accompanying unaudited pro forma financial statements have been prepared to present the balance sheet and income statement of TK Star Design, Inc. (the "Company"), to indicate how the financial statements of the Company might have looked if the share exchange with Phoenix International (China) Limited ("Phoenix Int'l) and transactions related to the share exchange had occurred as of the beginning of the periods presented.
The unaudited pro forma financial statements have been prepared using the unaudited historical financial statements of the Company and Phoenix Int'l as of and for the three months ended March 31, 2011 and for the year ended December 31, 2010. For accounting purposes, the share exchange will be treated as a recapitalization of the Company.
The pro forma financial statements should be read in conjunction with a reading of the historical financial statements of the Company and Phoenix Int'l. These pro forma financial statements are presented for illustrative purposes only and are not intended to be indicative of actual financial condition and results of operations had the share exchange been in effect during the periods presented, or of financial condition or results of operations that may be reported in the future.
Note that the pro forma adjustments contained in the pro forma financial statements relate to the assumptions of all prior and existing liabilities of the Company upon consummation of the share exchange.
TK STAR DESIGN, INC.
Unaudited Pro Forma Condensed Balance Sheet
March 31, 2011
| | | | | | | |
| | Historical | Pro Forma |
| | Phoenix Int'l | TK Star | Adjustments | Notes | Combined |
Assets | | | | | | |
Current Assets | | | | | | |
Cash & cash equivalents | $ | 825,229 | $ - | $ - | $ | 825,229 |
Accounts receivable, net of allowance of $145,513 | | 3,240,702 | 16,472 | (16,472) | (a) | 3,240,702 |
Advance payments | | 5,753,934 | - | - | | 5,753,934 |
Due from unrelated parties | | 584,957 | - | - | | 584,957 |
Due from shareholders | | 485,330 | - | - | | 485,330 |
Other current assets | | 282,888 | - | - | | 282,888 |
Total Current Assets | | 11,173,040 | 16,472 | (16,472) | | 11,173,040 |
| | | | | | |
Property and Equipment, net | | 3,142,125 | - | - | | 3,142,125 |
| | | | | | |
Total Assets | $ | 14,315,165 | $ 16,472 | $ (16,472) | $ | 14,315,165 |
| | | | | | |
Liabilities and Stockholders' Equity | | | | | | |
Current liabilities | | | | | | |
Accounts payable and accrued expenses | $ | 2,680,430 | $ 37,074 | $ (37,074) | (a) | $ | 2,680,430 |
Short-term bank loan | | 305,400 | - | - | | 305,400 |
Advance from customers | | 901,619 | - | - | | 901,619 |
Current maturities of capital lease obligations | | 20,790 | - | - | | 20,790 |
Convertible note payable | | - | 50,000 | (50,000) | (a) | - |
Income taxes payable | | 2,670,998 | - | - | | 2,670,998 |
Other taxes payable | | 717,759 | - | - | | 717,759 |
Other current liabilities | | 99,692 | - | - | | 99,692 |
Total Current Liabilities | | 7,396,688 | 87,074 | (87,074) | | 7,396,688 |
| | | | | | |
Long-term Liabilities | | | | | | |
Long-term capital lease obligations | | 62,346 | - | - | | 62,346 |
Total Long-term Liabilities | | 62,346 | - | - | | 62,346 |
| | | | | | |
Total Liabilities | | 7,459,034 | 87,074 | (87,074) | | 7,459,034 |
| | | | | | |
Stockholders' Equity | | | | | | |
Preferred stock ($0.001 par value; 1,000,000 shares | | - | - | - | | - |
authorized; no shares issued or outstanding | | | | | | |
Common stock ($0.001 par value; 99,000,000 shares | | 1,290 | 11,250 | 30,331 | (b)(c) | 42,871 |
authorized; 42,870,590 shares issued and outstanding | | | | | | |
Additional paid-in capital | | 493,700 | - | (41,581) | (a)(b)(c) | 452,119 |
Statutory reserve | | 257,630 | - | - | | 257,630 |
Retained earnings (deficit) | | 5,897,156 | (81,852) | 81,852 | (a) | 5,897,156 |
Accumulated Other comprehensive income | | 206,355 | - | - | | 206,355 |
Total Stockholders' Equity (Deficit) | | 6,856,131 | (70,602) | 70,602 | | 6,856,131 |
| | | | | | |
Total Liabilities and Stockholders' Equity | $ | 14,315,165 | $ 16,472 | $ (16,472) | $ | 14,315,165 |
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TK STAR DESIGN, INC.
Unaudited Pro Forma Condensed Statement of Operations
For the Three Months Ended March 31, 2011
| | | | | | | | | |
| | Historical | | Pro Forma |
| | Phoenix Int'l | | TK Star | | Adjustments | Notes | | Combined |
| | | | | | | | | |
Sales | $ | 4,914,616 | $ | 23,619 | $ | (23,619) | (a) | $ | 4,914,616 |
| | | | | | | | | |
Cost of Sales | | 3,868,302 | | - | | - | | | 3,868,302 |
| | | | | | | | | |
Gross Profit | | 1,046,314 | | 23,619 | | (23,619) | (a) | | 1,046,314 |
| | | | | | | | | |
Operating Expenses | | | | | | | | | |
Selling, general and administrative | | 209,825 | | 750 | | (750) | (a) | | 209,825 |
Compensation | | - | | 17,559 | | (17,559) | (a) | | - |
Total Operating Expenses | | 209,825 | | 18,309 | | (18,309) | | | 209,825 |
| | | | | | | | | |
Income from Operations | | 836,489 | | 5,310 | | (5,310) | | | 836,489 |
| | | | | | | | | |
Other Income (Expenses) | | | | | | | | | |
Interest expense | | (3,909) | | - | | - | | | (3,909) |
Non-operating income (expense) | | (226) | | - | | - | | | (226) |
Total Other Income (Expenses) | | (4,135) | | - | | - | | | (4,135) |
| | | | | | | | | |
Income Before Provision For Income Taxes | | 832,354 | | 5,310 | | (5,310) | (a) | | 832,354 |
| | | | | | | | | |
Provision for Income Taxes | | 205,712 | | - | | - | | | 205,712 |
| | | | | | | | | |
Net Income | | 626,642 | | 5,310 | | (5,310) | (a) | | 626,642 |
| | | | | | | | | |
Other Comprehensive Income | | | | | | | | | |
Foreign currency translation adjustment | | 43,929 | | - | | - | | | 43,929 |
| | | | | | | | | |
Comprehensive Income | $ | 670,571 | $ | 5,310 | $ | (5,310) | | $ | 670,571 |
| | | | | | | | | |
Basic Earnings Per Share | | | | | | | | $ | 0.01 |
Diluted Earnings Per Share | | | | | | | | $ | 0.01 |
| | | | | | | | | |
Weighted Average Number of Common Shares | | | | | | | | | |
Outstanding | | | | | | | | | |
Basic | | | | | | | | | 42,870,590 |
Diluted | | | | | | | | | 42,870,590 |
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TK STAR DESIGN, INC.
Unaudited Pro Forma Condensed Statement of Operations
For the Year Ended December 31, 2010
| | | | | | | | | |
| | Historical | | Pro Forma |
| | Phoenix Int'l | | TK Star | | Adjustments | Notes | | Combined |
| | | | | | | | | |
Sales | $ | 18,052,818 | $ | 90,660 | $ | (90,660) | (a) | $ | 18,052,818 |
| | | | | | | | | |
Cost of Sales | | 10,797,743 | | - | | - | | | 10,797,743 |
| | | | | | | | | |
Gross Profit | | 7,255,075 | | 90,660 | | (90,660) | (a) | | 7,255,075 |
| | | | | | | | | |
Operating Expenses | | | | | | | | | |
Selling, general and administrative | | 861,584 | | 8,852 | | (8,852) | (a) | | 861,584 |
Compensation | | - | | 103,437 | | (103,437) | (a) | | - |
Total Operating Expenses | | 861,584 | | 112,289 | | (112,289) | | | 861,584 |
| | | | | | | | | |
Income from Operations | | 6,393,491 | | (21,629) | | 21,629 | | | 6,393,491 |
| | | | | | | | | |
Other Income (Expenses) | | | | | | | | | |
Interest expense | | (5,717) | | - | | - | | | (5,717) |
Non-operating income (expense) | | (12,066) | | - | | - | | | (12,066) |
Total Other Income (Expenses) | | (17,783) | | - | | - | | | (17,783) |
| | | | | | | | | |
Income Before Provision For Income Taxes | | 6,375,708 | | (21,629) | | 21,629 | (a) | | 6,375,708 |
| | | | | | | | | |
Provision for Income Taxes | | 1,654,272 | | - | | - | | | 1,654,272 |
| | | | | | | | | |
Net Income | | 4,721,436 | | (21,629) | | 21,629 | (a) | | 4,721,436 |
| | | | | | | | | |
Other Comprehensive Income | | | | | | | | | |
Foreign currency translation adjustment | | 161,941 | | - | | - | | | 161,941 |
| | | | | | | | | |
Comprehensive Income | $ | 4,883,377 | $ | (21,629) | $ | 21,629 | | $ | 4,883,377 |
| | | | | | | | | |
Basic Earnings Per Share | | | | | | | | $ | 0.11 |
Diluted Earnings Per Share | | | | | | | | $ | 0.11 |
| | | | | | | | | |
Weighted Average Number of Common Shares | | | | | | | | | |
Outstanding | | | | | | | | | |
Basic | | | | | | | | | 42,870,590 |
Diluted | | | | | | | | | 42,870,590 |
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Notes to Pro Forma Condensed Financial Statements
Note 1 - Basis of Presentation
The Unaudited Pro Forma financial statements reflect financial information, which gives effect to the acquisition of all the outstanding common stock of Phoenix Int'l in exchange for 33,086,300 shares out of 42,870,590 shares (approximately 77.17%) of the Company.
The acquisition has been accounted for as a reverse acquisition under the purchase method for business combinations. The combination of the two companies is recorded as a recapitalization of the Company pursuant to which Phoenix Int'l is treated as the continuing entity. Because the acquisition was accounted for as a reverse acquisition, there was neither goodwill recognized nor any adjustments to the book value of the net assets of Phoenix Int'l that would affect the Pro Forma Statement of Operations.
Note 2 - Adjustments
(a)
Per the terms of the Share Exchange, TK Star was delivered with zero assets and zero liabilities at time of closing;
(b)
At closing and pursuant to the Exchange Agreement, we acquired all of the issued and outstanding capital stock of Phoenix Int'l in exchange for the issuance of 33,086,300 shares of common stock;
(c)
At closing, common stock of Phoenix Int'l will be reclassified to additional paid-in capital to reflect the additional shares of common stock issued as part of the Share Exchange.
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