EXHIBIT 99.2
YUBO INTERNATIONAL BIOTECH LIMITED (Formerly Magna-Lab Inc.) AND SUBSIDIARIES AND VARIABLE INTEREST ENTITY
Index to Pro Forma Combined Financial Statements
Table of Contents
Pro Forma Combined Balance Sheets as of September 30, 2020 (Unaudited) | PF-1 |
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Pro Forma Combined Statements of Operations and Comprehensive Loss (Unaudited): | |
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For the year ended December 31, 2019 | PF-2 |
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For the nine months ended September 30, 2020 | PF-3 |
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Notes to Pro Forma Combined Financial Information | PF-4 |
YUBO INTERNATIONAL BIOTECH LIMITED (formerly Magna-Lab Inc.) AND SUBSIDIARIES AND
VARIABLE INTEREST ENTITY
PRO FORMA COMBINED BALANCE SHEETS
As of September 30, 2020
(Expressed in US Dollars)
(Unaudited)
|
| Yubo International Biotech Limited |
|
| Platinum International Biotech Co., Ltd and Subsidiaries and VIE |
|
| Pro Forma Adjustments |
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| Pro Forma Combined |
| ||||
ASSETS | ||||||||||||||||
Current assets |
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Cash |
| $ | — |
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| $ | 749,440 |
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| $ | — |
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| $ | 749,440 |
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Receivables |
|
| — |
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|
| 5,458 |
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|
| — |
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| 5,458 |
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Prepaid expenses |
|
| — |
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| 42,295 |
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|
| — |
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| 42,295 |
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Inventory |
|
| — |
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| 83,607 |
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|
| — |
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| 83,607 |
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Due from related parties |
|
| — |
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|
| 463,831 |
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|
| — |
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| 463,831 |
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Total Current Assets |
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| — |
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| 1,344,631 |
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| — |
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| 1,344,631 |
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|
| — |
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Property and equipment, net |
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| — |
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| 77,255 |
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|
| — |
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| 77,255 |
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Intangible assets, net |
|
| — |
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| 54,872 |
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|
| — |
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| 54,872 |
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Operating lease right of use asset |
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| — |
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| 364,426 |
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|
| — |
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| 364,426 |
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Lease security deposit |
|
| — |
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| 80,008 |
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|
| — |
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|
| 80,008 |
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Total Assets |
| $ | — |
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| $ | 1,921,192 |
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| $ | — |
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| $ | 1,921,192 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities |
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Accounts payable and accrued expenses |
| $ | 2,737 |
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| $ | 120,852 |
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| $ | — |
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| $ | 123,589 |
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Customer deposits |
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| — |
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| 15,378 |
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| — |
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| 15,378 |
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Due to related parties |
|
| 8,471 |
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| 88,359 |
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|
| — |
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| 96,830 |
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Operating lease liability – current |
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| — |
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| 306,707 |
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|
| — |
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| 306,707 |
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Total Current Liabilities |
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| 11,208 |
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| 531,296 |
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|
| — |
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| 542,504 |
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Non-current liabilities |
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Operating lease liability – non-current |
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| — |
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| 57,718 |
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|
| — |
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|
| 57,718 |
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Total Liabilities |
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| 11,208 |
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|
| 589,014 |
|
|
| — |
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| 600,222 |
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Commitments and contingencies |
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Shareholders’ Equity: |
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Common stock |
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| 117,879 |
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| 1,015 |
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| (a)(116,697) (b)115,985 |
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| 118,182 |
| |
Additional Paid in Capital |
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| 28,682,121 |
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| 1,993,197 |
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| (a)116,697 (b) (28,927,193) |
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| 1,864,822 |
| |
Accumulated deficit |
|
| (28,811,208 | ) |
|
| (661,494 | ) |
| (b) 28,811,208 |
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|
| (661,494 | ) | |
Accumulated other comprehensive income (loss) |
|
| — |
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|
| (540 | ) |
|
| — |
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|
| (540 | ) |
Total Shareholders’ Equity |
|
| (11,208 | ) |
|
| 1,332,178 |
|
|
| — |
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| 1,320,970 |
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Total Liabilities and Shareholders’ Equity |
| $ | — |
|
| $ | 1,921,192 |
|
| $ | — |
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| $ | 1,921,192 |
|
The accompanying notes to pro forma combined financial information are an integral part of these pro forma combined financial statements.
F-1 |
YUBO INTERNATIONAL BIOTECH LIMITED (formerly Magna-Lab Inc.) AND SUBSIDIARIES AND
VARIABLE INTEREST ENTITY
PRO FORMA COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the year ended December 31, 2019
(Expressed in US Dollars)
(Unaudited)
|
| Yubo International Biotech Limited |
|
| Platinum International Biotech Co., Ltd and Subsidiaries and VIE |
|
| Pro Forma Adjustments |
|
| Pro Forma Combined |
| ||||
Revenue |
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Sales |
| $ | — |
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| $ | — |
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| $ | — |
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| $ | — |
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Cost of Goods Sold |
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| — |
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| — |
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| — |
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| — |
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Gross Profit |
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| — |
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| — |
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| — |
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| — |
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Operating expenses: |
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Sales commissions |
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| — |
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| — |
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| — |
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| — |
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Employee compensation |
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| — |
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| 4,951 |
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| — |
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| 4,951 |
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Occupancy |
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| — |
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| 101,702 |
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|
| — |
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| 101,702 |
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Depreciation and amortization of property and equipment |
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| — |
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|
| 91 |
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| — |
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| 91 |
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Amortization of intangible assets |
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| — |
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| — |
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| — |
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| — |
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Other operating expenses |
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| 29,000 |
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| 124,322 |
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|
| — |
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| 153,322 |
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Total Operating Expenses |
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| 29,000 |
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| 231,066 |
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| 260,066 |
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Income (loss) from operations |
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| (29,000 | ) |
|
| (231,066 | ) |
|
| — |
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| (260,066 | ) |
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Other Income (Expenses) |
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Interest expenses |
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| (105,000 | ) |
|
| (127 | ) |
|
| — |
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|
| (105,127 | ) |
Total Other Income (Expenses) |
|
| (105,000 | ) |
|
| (127 | ) |
|
| — |
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| (105,127 | ) |
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Loss before Provision for Income Tax |
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| (134,000 | ) |
|
| (231,193 | ) |
|
| — |
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| (365,193 | ) |
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Provision for Income Tax |
|
| — |
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| — |
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| — |
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| — |
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Net loss |
| $ | (134,000 | ) |
| $ | (231,193 | ) |
| $ | — |
|
| $ | (365,193 | ) |
Net loss per share basic and diluted |
| $ | (0.11 | ) |
| $ | (0.02 | ) |
| $ | 0.13 |
|
| $ | (0.00 | ) |
Weighted average common shares outstanding basic and diluted |
|
| 1,179,000 |
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|
| 10,000,000 |
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| 107,003,322 |
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| 118,182,332 |
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Comprehensive income (loss) |
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Net loss |
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| (134,000 | ) |
|
| (231,193 | ) |
|
| — |
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|
| (365,193 | ) |
Foreign currency translation adjustment |
|
| — |
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|
| (3,935 | ) |
|
| — |
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|
| (3,935 | ) |
Total comprehensive income (loss) |
| $ | (134,000 | ) |
| $ | (235,128 | ) |
| $ | — |
|
| $ | (369,128 | ) |
The accompanying notes to pro forma combined financial information are an integral part of these pro forma combined financial statements.
F-2 |
YUBO INTERNATIONAL BIOTECH LIMITED (formerly Magna-Lab Inc.) AND SUBSIDIARIES AND
VARIABLE INTEREST ENTITY
PRO FORMA COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the nine months ended September 30, 2020
(Expressed in US Dollars)
(Unaudited)
|
| Yubo International Biotech Limited |
|
| Platinum International Biotech Co., Ltd and Subsidiaries and VIE |
|
| Pro Forma Adjustments |
|
| Pro Forma Combined |
| ||||
Revenue |
|
|
|
|
|
|
|
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| ||||
Sales |
| $ | — |
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| $ | 471,148 |
|
| $ | — |
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| $ | 471,148 |
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Cost of Goods Sold |
|
| — |
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|
| 39,724 |
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|
| — |
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| 39,724 |
|
Gross Profit |
|
| — |
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|
| 431,424 |
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|
| — |
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| 431,424 |
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Operating expenses: |
|
| — |
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|
|
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Sales commissions |
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| — |
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| 187,963 |
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|
| — |
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| 187,963 |
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Employee compensation |
|
| — |
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|
| 113,748 |
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|
| — |
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| 113,748 |
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Occupancy |
|
| — |
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| 159,889 |
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|
| — |
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| 159,889 |
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Depreciation and amortization of property and equipment |
|
| — |
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| 16,250 |
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|
| — |
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| 16,250 |
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Amortization of intangible assets |
|
| — |
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|
| 1,929 |
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| — |
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| 1,929 |
|
Other operating expenses |
|
| 28,000 |
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|
| 381,789 |
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|
| — |
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|
| 409,789 |
|
Total Operating Expenses |
|
| 28,000 |
|
|
| 861,568 |
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|
| 889,568 |
|
Income (loss) from operations |
|
| (28,000 | ) |
|
| (430,144 | ) |
|
| — |
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|
| (458,144 | ) |
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Other Income (Expenses) |
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Gain from debt extinguishment |
|
| 191,000 |
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|
| — |
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|
| — |
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| 191,000 |
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Gain from settlement of accounts payable |
|
| 167,000 |
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|
| — |
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|
| — |
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| 167,000 |
|
Interest expenses |
|
| (53,000 | ) |
|
| (157 | ) |
|
| — |
|
|
| (53,157 | ) |
Total Other Income (Expenses) |
|
| 305,000 |
|
|
| (157 | ) |
|
| — |
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| 304,843 |
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| — |
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Income (Loss) before Provision for Income Tax |
|
| 277,000 |
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|
| (430,301 | ) |
|
| — |
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|
| (153,301 | ) |
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Provision for Income Tax |
|
| — |
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|
| — |
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|
| — |
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|
| — |
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Net income (loss) |
| $ | 277,000 |
|
| $ | (430,301 | ) |
| $ | — |
|
| $ | (153,301 | ) |
Net income (loss) per share basic and diluted |
| $ | 0.23 |
|
| $ | (0.04 | ) |
| $ | (0.19 | ) |
| $ | (0.00 | ) |
Weighted average common shares outstanding basic and diluted |
|
| 1,179,000 |
|
|
| 10,011,116 |
|
|
| 106,992,216 |
|
|
| 118,182,332 |
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Comprehensive income (loss) |
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Net income (loss) |
| $ | 277,000 |
|
| $ | (430,301 | ) |
| $ | — |
|
| $ | (153,301 | ) |
Foreign currency translation adjustment |
|
| — |
|
|
| 3,395 |
|
|
| — |
|
|
| 3,395 |
|
Total comprehensive income (loss) |
| $ | 277,000 |
|
| $ | (426,906 | ) |
| $ | — |
|
| $ | (149,906 | ) |
The accompanying notes to pro forma combined financial information are an integral part of these pro forma combined financial statements.
F-3 |
YUBO INTERNATIONAL BIOTECH LIMITED (formerly Magna-Lab Inc.) AND SUBSIDIARIES AND VARIABLE INTEREST ENTITY
Notes to Pro Forma Combined Financial Information
(Unaudited)
NOTE 1 – BASIS OF PRESENTATION
On January 14, 2021, Yubo International Biotech Limited (formerly Magna-Lab Inc.) (“YBGJ”) closed a Share Exchange Agreement (the “Exchange Agreement”) with Platinum International Biotech Co. Ltd (“Platinum”) and its seven shareholders whereby YBGJ acquired all issued and outstanding ordinary shares of Platinum capital stock for consideration of 117,000,000 shares of YBGJ Class A common stock. Coincident with the closing, the 116,697,438 shares of YBGJ Class A common stock acquired by Ms. Lina Liu on October 2, 2020 were cancelled.
The accompanying pro forma combined balance sheet as of September 30, 2020 (unaudited) has been presented as if the acquisition took place on September 30, 2020. The accompanying proforma combined statements of operations (unaudited) have been presented as if the acquisition took place on January 1, 2019. The pro forma information is not necessarily indicative of the results that would have been reported had the acquisition actually occurred on January 1, 2019, nor is it intended to project results of operations for any future period.
NOTE 2 – PRO FORMA ADJUSTMENTS
The pro forma adjustments to the combined financial statements (unaudited) are as follows:
| (a) | to reflect the cancellation of the 116,697,438 shares of YBGJ Class A common stock acquired by Ms. Lina Liu on October 2, 2020. |
|
|
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| (b) | to reflect the issuance of 117,000,000 shares of YBGJ Class A common stock issued in connection with the acquisition of Platinum. |
F-4 |