Exhibit 99.3
LUDUSON G INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2022
LUDUSON G INC. | GLAMOUROUS GROUP HOLDING LIMITED | PRO FORMA ADJUSTMENTS | PRO FORMA CONSOLIDATED | |||||||||||||
ASSETS | ||||||||||||||||
Current assets | ||||||||||||||||
Cash | $ | 2,821 | $ | 12,056 | $ | – | $ | 14,877 | ||||||||
Investment in Unlisted shares | – | – | – | – | ||||||||||||
Total current assets | 2,821 | 12,056 | – | 14,877 | ||||||||||||
TOTAL ASSETS | $ | 2,821 | $ | 12,056 | $ | – | $ | 14,877 | ||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||||
Current liabilities | ||||||||||||||||
Accrued liabilities and other payables | $ | 81,000 | $ | – | $ | – | $ | 81,000 | ||||||||
Total current liabilities | 81,000 | – | – | 81,000 | ||||||||||||
TOTAL LIABILITIES | 81,000 | – | – | 81,000 | ||||||||||||
SHAREHOLDERS’ EQUITY | ||||||||||||||||
Preferred stock | – | – | – | – | ||||||||||||
Common stock | 2,821 | 12,056 | 19,404 | 34,281 | ||||||||||||
Additional paid-in capital | 1,032,179 | – | 12,906,725 | 13,938,904 | ||||||||||||
Accumulated loss | (1,113,179 | ) | – | (12,926,129 | ) | (14,039,308 | ) | |||||||||
Shareholders’ deficit | (78,179 | ) | 12,056 | – | (66,123 | ) | ||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | 2,821 | $ | 12,056 | $ | – | $ | 14,877 |
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
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PRO FORMA CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
FOR THE YEAR ENDED DECEMBER 31, 2022
LUDUSON G INC. | GLAMOUROUS GROUP HOLDING LIMITED | PRO FORMA ADJUSTMENTS | PRO FORMA CONSOLIDATED | |||||||||||||
Revenue, net | $ | – | $ | – | $ | – | $ | – | ||||||||
Cost of revenue | – |
| – |
| – | – | ||||||||||
Gross profit |
| – |
| – | – | – | ||||||||||
Operating expenses: | ||||||||||||||||
Audit fee | 43,000 | – | – | 43,000 | ||||||||||||
OPERATING INCOME | (43,000 | ) | – | – | (43,000 | ) | ||||||||||
Listing fee expenses | – | – | 14,039,308 | 14,039,308 | ||||||||||||
Income tax expenses | – | – | – | – | ||||||||||||
NET INCOME | (43,000 | ) | – | (14,039,308 | ) | (14,082,308 | ) | |||||||||
OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||||||
Gain (Loss) on exchange translation | (1,442 | ) | – | (1,442 | ) | |||||||||||
NET LOSS AND COMPREHENSIVE LOSS | $ | (43,000 | ) | $ | (1,442 | ) | $ | (14,039,308 | ) | $ | (14,083,750 | ) | ||||
Net loss per share | ||||||||||||||||
Basic and diluted | $ | – | $ | – | $ | – | $ | – |
The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
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NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
DECEMBER 31, 2022
NOTE 1 – PROPOSED ARRANGEMENT OF THE REVERSE TAKEOVER OF GLAMOUROUS
On May 24, 2023, the Board of Directors of Luduson G Inc. (“LDSN” or the “Company”) approved a Share exchange Agreement to be entered between the Company and the sole shareholder of Glamourous Group Holding Limited (“Glamourous”), whose primary business include influencer management, commercial film production and online ecosystems development. The Share exchange Agreement among LDSN, Glamourous and the sole shareholder of Glamourous will result in a reverse takeover of LDSN by the Raffles Shareholder (the “Reverse Takeover”).
Subject to the Arrangement, the Company has agreed to acquire all of the outstanding capital stock of Glamourous in exchange for 320,000,000 newly issued shares of the Company’s common stock. As a result, a total of 348,210,000 post-consolidation LDSN common stock will be outstanding, with the former Glamourous Shareholder holding approximately 91.9% of the outstanding common stock subsequent to the Reverse Takeover.
NOTE 2 – BASIS OF PRESENTATION
The accompanying unaudited pro forma consolidated financial statements of the Company have been prepared by management to illustrate the effect of the acquisition ("Pro Forma") on the financial position and results of operations information derived from the financial statements of LDSN and the financial statements of Glamourous using the same accounting policies as described in Glamourous’ annual financial statements together with other information available to the Company. The pro forma consolidated balance sheet as of December 31, 2022 is based on the historical balance sheets of LDSN and Glamourous as of that date and assumes the acquisition took place on that date. The unaudited pro-forma consolidated financial statements have been prepared for inclusion in the information circular in conjunction with the Reverse Takeover of Glamourous and the spinout of all unlisted investment in subsidiaries of the Company.
The unaudited pro forma condensed financial statements may not be indicative of the actual results of the acquisition. The unaudited pro forma adjustments are based on available information and assumptions that management believes are reasonable. The accompanying unaudited pro forma financial statements should be read in connection with the historical financial statements and related notes of LDSN and Glamourous.
NOTE 3 – PRO FORMA ASSUMPTIONS AND ADJUSTMENTS
The unaudited pro forma consolidated financial statements incorporate the following pro forma assumptions and adjustments to give effect to the transactions described in Note 1 and other transactions described below as if they had occurred on December 31, 2022 in the case of the unaudited pro forma consolidated statement of financial position and consolidated statement of income (loss) and comprehensive income (loss):
REVERSE TAKEOVER ACCOUNTING
Prior to the closing of the Share exchange Agreement, LDSN will acquire all of the outstanding capital stock of Glamourous in exchange for 320,000,000 newly issued shares of the Company’s common stock trading immediately before closing at $0.4949 per share, which is the per share price described as the fair value of the share.
The Company will complete such reverse takeover transaction pursuant to the Share exchange Agreement in which the Company acquired Glamourous. For accounting purposes, Glamourous is deemed to be the accounting acquirer in such reverse takeover transaction. The net assets of LDSN are included at fair value, assumed to be equal to their carrying value at December 31, 2022. The allocation of estimated consideration transferred is summarized as below:
Glamourous' consideration of 28,210,000 shares | $ | 13,961,129 | ||
Add: Net deficit in LDSN | $ | 78,179 | ||
Listing expense | $ | 14,039,308 |
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