EXHIBIT-99.2
Sleepaid Holding Co. and Subsidiaries
Unaudited Pro Forma Condensed Financial Data
As of March 31, 2018 and
For the Quarter Ended March 31, 2018
INDEX
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Index | | F-1 |
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Unaudited Pro Forma Condensed Combined Financial Data | | F-2 |
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Proforma Condensed Balance Sheet | | F-3 |
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Proforma Condensed Statements of Operations | | F-4 |
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Notes to Proforma Condensed Financial Data | | F-5 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
The following unaudited pro forma condensed statement of operations of Sleepaid Holding Co. and Subsidiaries, (“Sleepaid” or the "Company") gives effect to the disposal of Yugosu Investment Limited. ("Yugosu") as if such transaction occurred at the beginning of the periods presented. The unaudited pro forma condensed statement of operations for the quarter ended March 31, 2018 is derived from the unaudited financial statements of Sleepaid for the quarter ended March 31, 2018 and unaudited financial statements of Yugosu for the quarter ended March 31, 2018.
The unaudited pro forma condensed balance sheet as at March 31, 2018 gives effect to the disposal of Yugosu as if such transaction occurred on January 1, 2018. The unaudited pro forma condensed balance sheet is derived from the unaudited balance sheets of Sleepaid and unaudited balance sheet of Yugosu as of March 31 2018.
The unaudited pro forma condensed financial data do not reflect the effects of any anticipated changes to be made by Yugosu in its operations from the historical operations and are presented for informational purposes only and should not be construed to be indicating (i) the results of operations or the financial position of Yugosu that actually would have occurred had the proposed disposal been consummated as of the dates indicated or (ii) the results of operation or the financial position of Yugosu in the future.
The following pro forma condensed financial data and notes are qualified in their entirety by reference to, and should be read in conjunction with, "Management's Discussion and Analysis of Financial Condition and Results of Operation," the consolidated financial statements and notes thereto of Sleepaid and other historical information included elsewhere in this filing.
SLEEPAID HOLDING CO.
PROFORMA CONDENSED BALANCE SHEET
As at March 31, 2018
(Stated in US Dollars)
| | Sleepaid & subsidiaries | | | (Disposal of) Yugosu | | | Adjustment | | | Pro Forma | |
| | (Unaudited) | | | (Unaudited) | | | | | | (Unaudited) | |
| | | | | | | | | | | | |
ASSETS | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 26,107 | | | $ | (19,050 | ) | | $ | - | | | $ | 7,057 | |
Trade receivables, net of allowance | | | 191,692 | | | | (191,692 | ) | | | - | | | | - | |
Inventories, net | | | 868,597 | | | | (868,597 | ) | | | - | | | | - | |
Advance to supplies | | | 46,684 | | | | (46,684 | ) | | | - | | | | - | |
Amount due from Sleepaid Holding Co. | | | - | | | | (21,527 | ) | | | 21,527 | | | | - | |
Other receivables | | | 75,680 | | | | (51,017 | ) | | | - | | | | 24,663 | |
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Total current assets | | $ | 1,208,760 | | | $ | (1,198,567 | ) | | $ | 21,527 | | | $ | 31,720 | |
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Non-current assets: | | | | | | | | | | | | | | | | |
Property, plant and equipment, net | | | 16,261 | | | | (16,261 | ) | | | - | | | | - | |
Intangible assets | | | 15,053 | | | | (15,053 | ) | | | - | | | | - | |
Investment | | | - | | | | - | | | | 1,200,000 | | | | 1,200,000 | |
Restricted cash | | | 56,893 | | | | (56,893 | ) | | | - | | | | - | |
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Total non-current assets | | $ | 88,207 | | | $ | (88,207 | ) | | $ | - | | | | - | |
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TOTAL ASSETS | | $ | 1,296,967 | | | $ | (1,286,774 | ) | | $ | 1,221,527 | | | | 1,231,720 | |
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LIABILITIES and STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Accounts payable | | | 786,026 | | | | (786,026 | ) | | | - | | | | - | |
Advances from customer | | | 61,600 | | | | (61,600 | ) | | | - | | | | - | |
Other payables and accrued liabilities | | | 262,743 | | | | (261,437 | ) | | | - | | | | 1,306 | |
Accrued expenses and salaries | | | 181,718 | | | | (129,218 | ) | | | - | | | | 52,500 | |
Amount due to related party | | | 785,108 | | | | (785,108 | ) | | | 21,527 | | | | 21,527 | |
Income tax payable | | | 16,797 | | | | (16,797 | ) | | | - | | | | - | |
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Total current liabilities | | $ | 2,093,992 | | | $ | (2,040,186 | ) | | | 21,527 | | | | 75,333 | |
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TOTAL LIABILITIES | | $ | 2,093,992 | | | $ | (2,040,186 | ) | | $ | 21,527 | | | | 75,333 | |
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STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Common stock | | | 13,713 | | | | (1,280 | ) | | | 1,280 | | | | 13,713 | |
Additional paid in capital | | | 175,833 | | | | (49 | ) | | | 49 | | | | 175,833 | |
Accumulated other comprehensive loss | | | (166,917 | ) | | | 67,210 | | | | 99,708 | | | | 1 | |
(Accumulated deficit)/retained earnings | | | (819,654 | ) | | | 687,531 | | | | 1,098,963 | | | | 966,840 | |
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TOTAL STOCKHOLDERS’ EQUITY | | | (797,025 | ) | | | 753,412 | | | | 1,200,000 | | | | 1,156,387 | |
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Attributable to The Group | | | (797,025 | ) | | | 753,412 | | | | 1,200,000 | | | | 1,156,387 | |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 1,296,967 | | | $ | (1,286,774 | ) | | $ | 1,221,527 | | | | 1,231,720 | |
SLEEPAID HOLDING CO.
PROFORMA CONDENSED STATEMENT OF OPERATIONS
For the Quarter Ended March 31, 2018
(Stated in US Dollars)
| | Sleepaid & subsidiaries | | | (Disposal of) Yugosu | | | Adjustment | | | Pro Forma | |
| | (Unaudited) | | | (Unaudited) | | | | | | (Unaudited) | |
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Net revenue | | $ | 401,009 | | | $ | (401,009 | ) | | $ | - | | | $ | - | |
Cost of Sales | | | 338,468 | | | | (338,468 | ) | | | - | | | | - | |
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Gross profit | | $ | 62,541 | | | $ | (62,541 | ) | | $ | - | | | $ | - | |
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Operating expenses: | | | | | | | | | | | | | | | | |
Selling expenses | | | 113,546 | | | | (113,546 | ) | | | - | | | | - | |
General and administrative expenses | | | 103,139 | | | | (96,649 | ) | | | - | | | | 6,490 | |
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Total operating expenses | | | 216,685 | | | | (210,195 | ) | | | - | | | | 6,490 | |
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(Loss)/ Income from operations | | $ | (154,144 | ) | | $ | 147,654 | | | $ | - | | | $ | (6,490 | ) |
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Non-operating income (expense) | | | | | | | | | | | | | | | | |
Interest expenses | | | (3,932 | ) | | | 3,932 | | | | - | | | | - | |
Interest income | | | 26 | | | | (26 | ) | | | - | | | | - | |
Other non-operating expenses | | | (278 | ) | | | 212 | | | | - | | | | (66 | ) |
Other non-operating income | | | - | | | | - | | | | - | | | | - | |
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(Loss)/ Income before income taxes | | $ | (158,328 | ) | | $ | 151,772 | | | | - | | | $ | (6,556 | ) |
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Income tax | | | - | | | | - | | | | - | | | | - | |
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Net (loss)/ Income | | $ | (158,328 | ) | | $ | 151,772 | | | $ | - | | | $ | (6,556 | ) |
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Net (loss)/income attributable to the Company | | $ | (158,328 | ) | | $ | 151,772 | | | $ | - | | | $ | (6,556 | ) |
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Foreign currency translation adjustment | | | (1,160 | ) | | | 1,160 | | | | - | | | | - | |
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Comprehensive loss | | $ | (159,488 | ) | | $ | 152,932 | | | $ | - | | | $ | (6,556 | ) |
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Per share information – basic and fully diluted: | | | | | | | | | | | | | | | | |
Basic and diluted net loss per share | | | | | | | | | | | | | | | (0.05 cents | ) |
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Weighted average number outstanding – basic and diluted | | | 13,703,878 | | | | | | | | | | | | 13,703,878 | |
SLEEPAID HOLDING CO.
NOTES TO CONDENSED PROFORMA FINANCIAL STATEMENTS
(Stated in US Dollars)
NOTE 1. DESCRIPTION OF THE TRANSACTION
Sleepaid Holding Co. (“Sleepaid” or “the Company”) has a wholly owned subsidiary, Yugosu Investment Limited, a company incorporated in Hong Kong with company number 1119109, whose registered office is situated at Room 110, 1/F, Wellborn Commercial Centre, 8 Java Road, North Point, Hong Kong (“YUGOSU”).
YUGOSU has a wholly owned subsidiary, Guangzhou Sleepaid Household Supplies Co., Ltd., (广州施力普家居用品有限公司), a company incorporated in Guangzhou, PRC, whose registered office is situated at Room 1303, 3rd Office Building, Poly Plaza, 290 East Hanxi Avenue, Zhongcun, Panyu District, Guangzhou, Guangdong, China (“Sleepaid Household”).
Guangzhou Sleepaid Household Supplies Co., Ltd. has a wholly owned subsidiary, Guangzhou Yuewin Trading Co., Ltd.(广州悦荣贸易有限公司), a compary incorporated in Guangzhou, PRC, which is located at 1302, 3rd Office Building, Poly Plaza, 290 East Hanxi Avenue, Zhongcun, Panyu District, Guangzhou, Guangdong, China (“Yuewin”).
YUGOSU, Sleepaid Household and Yuewin are engaged in development, manufacturing, distribution and marketing of bedding products, specifically memory foam pillows, memory foam mattresses, and soft beds. We market and distribute our bedding products mostly in well-known malls and furniture stores across Mainland China.
Currently, Sleepaid is selling the SleepAid products to end customers through its self-managed and franchised retail stores in Guangdong and Guangxi Provinces in southern China. Sleepaid has a total of 39 stores. It manages 13 of these stores directly. The remaining 26 stores are owned by franchisees.
SleepAid is the self-developed brand of YUGOSU which possesses proprietary rights. The PRC National Industry and Commerce Bureau has granted Yuewin seven trademarks numbered 13009803, 8243171, 13009777, 13009927, 13009970, 13010039, and 13010067; and granted Sleepaid Household seventeen trademarks numbered 16151852, 23078424, 7518742, 16152358, 23077911, etc. covering various kinds of mattresses, pillows, blankets, quilts, hospital and massage beds under the Sleep Aid brand name. All these products are designed and developed by Yuewin's in-house product development team in collaboration with third-party manufacturers, who manufacture the actual products. Sleepaid Household also owns thirteen software copyrights covering ERP system, sales system, E-commerce system, household supplies design software, sleep monitor software, etc.
The Company entered into a Share Exchange Agreement (the “Agreement”) with ZZLL Information Technology, Inc., a Nevada corporation (“ZZLL”), an unrelated third party, through its wholly owned subsidiary, Syndicore Asia Ltd., a Hong Kong corporation (“SAL”). Under the Agreement, in exchange for the newly issuance of 12,000,000 shares of the restricted common stock of ZZLL, SAL will acquire all the outstanding shareholdings of all three subsidiaries companies of the Company, YUGOSU, Sleepaid Household and Yuewin. ZZLL’s common stock is traded on the OTCQB under the symbol “ZZLL”. The Company will distribute the 12,000,000 ZZLL shares pro rata to the Company’s shareholders at an exchange rate of one (1) share of Sleepaid common stock for 0.875 shares of ZZLL stock with fractional shares being rounded up to the nearest whole share. The Company and ZZLL have valued the shares being issued by ZZLL at $0.10 per share. After the transaction, ZZLL will own all the assets and be responsible for all the liabilities of the three subsidiaries, and through SAL will operate the three subsidiaries being acquired from the Company.
NOTE 2. PRESENTATION
The proforma condensed combined financial statements gives effect to the transaction as if occurred at the beginning of the periods presented.