AGM (AGMH) 6-K Report of Foreign Private Issuer

Exhibit 99.4

AGM GROUP HOLDINGS INC.

Pro Forma Financial Statements

31 December 2018 and 31 August 2017

F-1

AGM GROUP HOLDINGS INC.

Pro Forma Financial Statements

(Unaudited)

Table of Contents

	Page
Pro Forma Condensed Balance Sheet (Unaudited)	F-3
Pro Forma Condensed Income Statement (Unaudited)	F-5
Notes to the Pro Forma Financial Statements (Unaudited)	F-7

F-2

AGM GROUP HOLDINGS INC.

Pro Forma Condensed Balance Sheet

As of December 31, 2018

(Unaudited)

	AGM GROUP HOLDINGS INC. AND SUBSIDIARIES			ANYI NETWORK INC. AND SUBSIDAIRIES			Adjustments			Pro Forma
Assets
Current assets
Cash and cash equivalents	$	7,865,345		$	2,653,430		$	(400,000	)(a)	$	10,118,775
Accounts receivable, net					90,971						90,971
Prepaid expenses		532,289			21,070						553,359
Related party receivables		-
Total current assets		8,397,634			2,765,471						10,763,105
Non-current assets
Investments		341,045							(a,b)		341,045
Deferred tax assets					4,063						4,063
Property and equipment,net		97,933			10,744						108,677
Goodwill								7,100,486	(c)		7,100,486
Intangible assets, net		13,073									13,073
Total non-current assets		452,051			14,807						466,858
Total Assets	$	8,849,685		$	2,780,278					$	18,330,449
Liabilities and Shareholders’ Equity
Liabilities
Current liabilities
Accounts payable	$	79,650		$	912					$	80,562
Accrued expenses and other payables		1,703,134			83,598						1,786,732
Deferred revenue					103,353						103,353
Income tax payable					8,633						8,633
Due to related parties		1,347,981			1,744,261						3,092,242
Total current liabilities		3,130,765			1,940,757						5,071,522
Non - current liabilities
Total non - current liabilities
Total Liabilities	$	3,130,765		$	1,940,757					$	5,071,522
Shareholders’ Equity
Class A Ordinary Shares	$	21,316		$				475	(a)	$	21,791
Class B Ordinary Shares		11,900			-						11,900
Ordinary shares					701			(701	)(b)		0
Stock subscription receivable					(701	)		(701	)		-
Additional paid-in capital		7,695,605			84,697			6,700,712	(a,b,c)		14,481,014
Retained earnings		(2,313,312	)		787,800						(1,525,512	)
Accumulated other comprehensive income		303,411			(32,976	)					270,435
Total shareholders’ equity		5,718,920			839,521						13,258,927
Total Liabilities and Shareholders’ Equity	$	8,849,685		$	2,780,278			$		$	18,330,449

Stock subscription receivable (701) (701)-

See accompanying notes to the financial statements

F-3

AGM GROUP HOLDINGS INC.

Pro Forma Condensed Balance Sheet

As of December 31, 2017

(Unaudited)

	AGM GROUP HOLDINGS INC. AND SUBSIDIARIES		ANYI NETWORK INC.  AND SUBSIDIARIES			Adjustments			Pro Forma
Assets
Current assets
Cash and cash equivalents	$	4,628,392	$	28,269		$	(400,000	)	$	4,256,661
Accounts receivable, net		411,070		8,790						419,860
Accounts receivable - related party		172,237								172,237
Prepaid expenses		398,536		53						398,589
Assets of discontinued operations		15,932,083								15,932,083
Total current assets		21,542,318		37,112						21,179,430
Non-current assets
Investments
Property and equipment,net		99,630								99,630
Goodwill							7,100,486			7,100,486
Intangible assets, net		3,104,128								3,104,128
Total non-current assets		3,203,758								3,203,758
Total Assets	$	24,746,076	$	37,112					$	31,483,674
Liabilities and Shareholders’ Equity
Liabilities
Current liabilities
Accounts payable	$	12,963	$	63					$	13,026
Accrued expenses and other payables		1,029,149		16,992						1,046,141
Deferred revenue				3,534						3,534
Income tax payable		5,306		1,655						6,961
Due to related parties		60,851		5,553						66,404
Notes payable - related parties		1,301,534								1,301,534
Liabilities of discontinued operations		14,218,356								14,218,356
Total current liabilities		16,628,159		27,797						16,655,956
Total Liabilities	$	3,130,765	$	1,940,757					$	5,071,522
Shareholders’ Equity
Class A Ordinary Shares	$	20,010		$			475		$	20,485
Class B Ordinary Shares		11,900		-						11,900
Ordinary shares		-		1			(1	)		-
Stock subscription receivable		-		(1	)					(1	)
Additional paid-in capital		1,968,100		1,312			6,700,011			8,669,423
Retained earnings		6,099,419		7,658						6,107,077
Accumulated other comprehensive income		18,488		346						18,834
Total shareholders’ equity		8,117,917		9,316						14,827,718
Total Liabilities and Shareholders’ Equity	$	24,746,076	$	37,113			$		$	31,483,674

See accompanying notes to the financial statements

F-4

AGM GROUP HOLDINGS INC.

Pro Forma Condensed Income Statement

For the year ended December 31, 2018

(Unaudited)

	AGM GROUP HOLDINGS INC. AND SUBSIDIARIES			ANYI NETWORK INC. AND SUBSIDIARIES			Adjustments			Pro Forma
Revenue
Service revenues	$	3,871,812		$	1,385,683		$	-		$	5,257,495
Service revenues - related parties		1,240,708			172,807			(174,391	)		1,240,708
Total Revenues		5,112,520			1,558,490			(174,391	)		6,496,619
Cost of Revenues								-
Cost of revenues		1,653,028			407,256			(174,391	)		1,885,893
Total cost of revenues		1,653,028			407,256						1,885,893
Gross profit		3,459,492			1,151,234						4,610,726
Operating expenses
Selling, general & administrative expenses		3,876,872			269,737						4,146,609
Research and development expenses		1,028,249									1,028,249
Bad debt expenses		923,217									923,217
Total operating expenses		5,828,338			269,737						6,098,075
(Loss) income from operations		(2,368,846	)		881,497			-			(1,487,348	)
Other income (expenses)								-
Other income		534,246			5,104						539,350
Other expense		(511,908	)					-			(511,908	)
Loss on equity method investment		(35,174	)								(35,174	)
Total other (expense) income		(12,836	)		5,104						(7,733	)
(Loss) income from continued operations before provision of income taxes		(2,381,682	)		886,601						(1,459081	)
Provision for income taxes		(595,421	)		23,074						(572,347	)
Net (loss) income from continued operation		(1,786,261	)		863,527						(9,22,734	)
(Loss) gain from discontinued operation, net of income tax		(11,698,538	)								(11,698,538	)
Gain from disposal		5,072,068									5,072,068
Loss from discontinued operation, net of income tax		(8,412,731	)		863,527						(7,549,204
Net (loss) income
Comprehensive income
Net (loss) income		(8,412,731	)		863,527						(7,549,204	)
Other comprehensive income
Foreign currency translation adjustment		284,923			(33,322	)					251,601	)
Total comprehensive income		(8,127,808	)		830,205						(7,297,603	)
Earnings per common share
Continuing operations - Basic and Diluted		-0.09			0.12						(0.04	)
Discontinued operations - Basic and Diluted		-0.31			0.00						-0.31
Net (loss) income per common share - basic and diluted		-0.41			0.12						-0.35
Weighted average common shares outstanding
Basic		20,951,074			7,010,000			475,000			21,426,074
Diluted		20,951,074			7,010,000			475,000			21,426,074

See accompanying notes to the financial statements

F-5

AGM GROUP HOLDINGS INC.

Pro Forma Condensed Income Statement

For the period from September 27, 2017 (Inception) to December 31, 2017

(Unaudited)

	AGM GROUP HOLDINGS INC. AND SUBSIDIARIES			ANYI NETWORK INC. AND SUBSIDIARIES			Adjustments		Pro Forma
Revenue
Service revenues	$	10,256,905		$	36,642		$	-	$	10,293,547
Service revenues - related parties		2,170,838						-		2,170,838
Total Revenues		12,427,743			36,642			-		12,464,385
Cost of Revenues								-
Cost of revenues		3,348,681			8,923					3,357,604
Total cost of revenues		3,348,681			8,923					3,357,604
Gross profit		9,079,062			27,719					9,106,781
Operating expenses
Selling, general & administrative expenses		2,931,469			17,402					2,948,871
Research and development expenses		398,188								398,188
Bad debt expenses		35,000								35,000
Total operating expenses		3,364,657			17,402					3,382,059
(Loss) income from operations		5,714,405			10,317			-		5,724,722
Other income (expenses)								-
Other income		19,358			272					19,630
Other expense		(13,336	)		(26	)		-		(13,362	)
Loss on equity method investment
Total other (expense) income		6,022			246					6,268
(Loss) income from continued operations before provision of income taxes		5,720,427			10,563					5,730,990
Provision for income taxes		1,300,894			1,593					1,302,487
Net (loss) income from continued operation		4,419,533			8,970			-		4,428,503
(Loss) gain from discontinued operation, net of income tax		(519,642	)							(519,642	)
Gain from disposal
Loss from discontinued operation, net of income tax		(519,642	)							(519,642	)
Net (loss) income		3,899,891			8,970					3,908,861
Comprehensive income
Other comprehensive income
Foreign currency translation adjustment		(29,664	)		346					(29,318	)
Total comprehensive income		3,870,227			9,316					3,879,543
Earnings per common share
Continuing operations - Basic and Diluted		0.22								0.22
Discontinued operations - Basic and Diluted		-0.03								-0.03
Net (loss) income per common share - basic and diluted		0.19								0.19
Weighted average common shares outstanding
Basic		20,010,000			10,000			475,000		20,485,000
Diluted		20,010,000			10,000			475,000		20,485,000

See accompanying notes to the financial statements

F-6

AGM GROUP HOLDINGS INC.

Notes to Unaudited Pro Forma Financial Statements

NOTE 1 – PRO FORMA AND BASIS OF PRESENTATION

The unaudited pro forma combined financial statements (“Pro Forma”) have been prepared in connection with the Acquisition, and are intended to reflect the impact of the Acquisition on AGM’s consolidated financial statements and present the pro forma combined financial position and result of the operations of AGM after giving effect to the Acquisition. The Pro Forma have been prepared for illustrative purposes only and to give effect to the Acquisition pursuant to the assumptions described in notes to the Pro Forma. The unaudited pro forma combined balance sheet as of December 31, 2017 and 2018 gives effect to the Acquisition as if it had occurred on December 31, 2017 and 2018. The unaudited pro forma combined statements of operations for the year ended December 31, 2017 and the year ended December 31, 2018 give effect to the Acquisition as if it had occurred as of September 29, 2017.

The Acquisition has been accounted for as a business combination, under the acquisition method of accounting, which results in acquired assets and assumed liabilities being measured at their estimated fair values as of July 26, 2019, the acquisition date. As of the acquisition date, goodwill is measured as the excess of consideration transferred, which is also generally measured at fair value of the net acquisition date fair values of the assets acquired and liabilities assumed.

The Pro Forma are based on the purchase price allocation, provided for illustrative purposes only, and do not purport to represent what the combined company’s financial results would have been had the Acquisition occurred on the dates indicated. The Pro Forma do not purport to project the future financial position or operating results of Anyi, or the combined companies. The future financial position and results of operations of Anyi may differ, perhaps significantly, from the Pro Forma amounts reflected herein due to a variety of factors, including access to additional information, changes in value not currently identified and changes in operating results following the dates of the pro forma financial information. The adjustments included in the Pro Forma are preliminary and may be revised. There can be no assurance that any revisions to estimates will not result in material changes to the information presented.

NOTE 2 – ESTIMATED PRELIMINARY PURCHASE PRICE ALLOCATION

The final allocation could differ materially from the pro forma allocation used in the pro forma adjustments. The final allocation may include changes in allocations to intangible assets and goodwill, and other changes to assets and liabilities.

Total consideration paid may include a portion subject to potential net asset adjustments which are expected to be finalized on September 30, 2019.

AGM has developed preliminary estimates of the fair value of the assets acquired and liabilities assumed for the purposes of allocating the purchase price. Further adjustments are expected to the allocation as third party valuations of identifiable intangible assets, including customer relationships, trade name and off-market component, are determined, and as net asset adjustments are finalized. AGM expects that approximately $7 million of the purchase price over the net amount of the fair values to be assigned to assets acquired and liabilities assumed will be allocated to Goodwill.

The following is the summary of the assets acquired and the liabilities assumed by AGM in the Acquisition on July 26 2019, reconciled to the purchase price transferred net of our preliminary estimated net asset adjustments:

Consideration paid	$	8,000,000
Estimated net asset adjustments		0
Total consideration, net of net asset adjustments	$	8,000,000
Accounts receivable, net	$	691,118
Contract assets		456,616
Cash		569,336
Other current assets		82,509
Property and equipment		23,398
Accounts payable		(486,748	)
Contract liabilities		(96,541	)
Other current liabilities		(9,347	)
Other payables		(240,397	)
Accrued salaries and benefits		(90,430	)
Net identifiable assets		899,514
Goodwill	$	7,100,486

NOTE 3 – PRO FORMA RECLASSIFICATION and ADJUSTMENTS

The pro forma reclassifications and adjustments have been prepared to illustrate the estimated effect of the Acquisition and certain other adjustments. The historical consolidated financial statements have been adjusted in the Pro Forma, as detailed below, to give effect to pro forma events that are: (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined results. The Pro Forma do not reflect the non-recurring cost of any integration activities or benefits from the Acquisition including potential synergies that may be generated in future periods. Additionally, the pro forma combined income tax expense does not necessarily reflect the amounts that would have resulted had the Company and Anyi recorded consolidated income tax provisions during the periods presented.

(a) AGM GROUP HOLDINGS INC. issued 475,000 shares of its common stock at price of $16 per share and $400,000 in cash, in exchange for all of Mr. Haiyan Huang、Feng Zhi and Yinlu Gao outstanding shares in the Company.

(b) To eliminate ANYI’s historical shares capital and intercompany amounts, assuming the ANYI’s original stockholders will exchange their shares in ANYI for the AGM GROUP’s shares.

(c) To record the preliminary estimate of goodwill, which represents the excess of the purchase price over the preliminary fair value of Anyi’s identifiable assets acquired and liabilities assumed as show in Note 2.

F-7