CHINA VTV LIMITED AND SUBSIDIARY UNAUDITED PRO FORMA FINANCIAL INFORMATION

EXHIBIT 99.2

CHINA VTV LIMITED AND SUBSIDIARY

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Introduction

On March 15, 2019, China VTV Limited, a Nevada corporation (the “Company”), entered into a share purchase/ exchange agreement (the “Share Exchange Agreement”) with China VTV Ltd. (the “Target”), pursuant to which the Company agreed to issue on the Closing Date (defined in the Share Exchange Agreement) an aggregate of 110,550,000 shares of its common stock (the “Common Stock”) to all of the shareholders of the Target in prorated amounts in exchange for all of the issued and outstanding equity interests in the Target Company. Reference is made to Item 1.01 of a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission”) on March 21, 2019 and a related transaction (the “Reverse Merger”) for a description of the Share Exchange Agreement.

The unaudited pro forma information below gives effect to the share exchange between the Company and the Target as if it had been consummated as of the beginning of the applicable period. The pro forma information has been derived from the historical Financial Statements of these two companies. The pro forma information is for illustrative purposes only, and is not intended to be indicative of the historical results that would have been achieved had the Share Exchange Agreement occurred in the past or the future financial results that the Company will achieve after the Share Exchange Agreement.

Such unaudited pro forma financial information is based on the historical financial statements of China VTV Limited, a Nevada corporation and China VTV Ltd., a Hong Kong corporation, and certain adjustments which the Company believes to be reasonable, to give effect of the acquisition, which are described in the notes to the statements below.

The unaudited pro forma financial information:

	·	does not purport to represent what the combined results of operations actually would have been if the acquisition of the Target had occurred on the beginning of the periods presented or what those results will be for any future periods or what the combined balance sheet would have been if the acquisition of the Target had occurred on February 28, 2019.
	·	has not been adjusted to reflect any matters not directly attributable to implementing the acquisition of the Target. No adjustment, therefore, has been made for actions which may be taken once the acquisition was completed, such as any of our integration plans related to the Target. As a result, the actual amounts recorded in the combined financial statements of China VTV Limited, a Nevada corporation, will differ from the amounts reflected in the unaudited pro forma financial statements, and the differences may be material.

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CHINA VTV LIMITED AND SUBSIDIARY
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
		China VTV Limited				China VTV Ltd.
		February 28,				December 31,				Pro Forma								Combined
		2019				2018				Adjustment				Note				Pro Forma
ASSETS
Current Assets
Cash and cash equivalents		$	17,548			$	-											$	17,548
Total Current Assets			17,548				-				-								17,548
Total Assets		$	17,548			$	-			$	-							$	17,548
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accrued expenses		$	23,163			$	-			$	-							$	23,163
Due to related parties			456,474				128,341				-								584,815
Total Current Liabilities			479,637				128,341				-								607,978
Total Liabilities			479,637				128,341				-								607,978
Stockholders’ deficit
Common Stock			105,000				128,982				(18,432	)			(1)				215,550
Additional paid-in capital			10,663				2,072,683				18,432				(1)				1,524,026
											(577,752	)			(2)
Accumulated deficit			(577,752	)			(2,329,909	)			577,752				(2)				(2,329,909	)
Other comprehensive loss							(97	)											(97	)
Total Stockholders’ Deficit			(462,089	)			(128,341	)			-								(590,430	)
Total Liabilities and Stockholders’ Deficit		$	17,548			$	-			$	-							$	17,548

  

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CHINA VTV LIMITED AND SUBSIDIARY
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME(LOSS)
		China VTV Limited				China VTV Ltd.
		For the Twelve				For the Twelve
		Months ended				Months ended
		February 28,				December 31,				Pro Forma								Combined
		2019				2018				Adjustment				Note				Pro Forma
Revenues		$	-			$	-				-							$	-
Cost of revenues			-				-				-								-
Gross profit			-				-				-								-
Operating expenses
Research and development expenses			-				861,999				-								861,999
General and administrative expenses			90,587				6,978				-								97,565
Total operating expenses			90,587				868,977				-								959,564
Loss from operations			(90,587	)			(868,977	)			-								(959,564	)
Loss before provision for income tax			(90,587	)			(868,977	)			-								(959,564	)
Provision for income tax (benefit)			-				-				-								-
Net loss			(90,587	)			(868,977	)			-								(959,564	)
Other Comprehensive Income (Loss):
Foreign currency translation adjustment, net of tax			-				269												269
Comprehensive Loss		$	(90,587	)		$	(868,708	)		$	-							$	(959,295	)
Net loss per share attributable to common stockholders
Basic and diluted		$	(0.00	)														$	(0.00	)
Weighted average number of common shares outstanding
Basic and diluted			92,950,820												(3)				269,649,590

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Note 1: Basis of Presentation

The unaudited pro forma financial information has been compiled from underlying financial statements prepared in accordance with U.S. GAAP. The unaudited pro forma financial information has been compiled from the following sources with the following unaudited adjustments:

	·	Historical financial information for China VTV Limited, a Nevada corporation (the “Company”) has been extracted without adjustment from the Company’ audited financial statements for the year ended February 28, 2019 contained in the Company’s Annual Report on Form 10-K filed with the SEC on April 30, 2019.
	·	Historical financial information for the China VTV Ltd. (the “Target”) has been extracted without material adjustment from the Target’s audited financial statements for the year ended December 31, 2018 as contained in this Form 8-K.

The following pro forma financial statements should be read in conjunction with:

	·	the accompanying notes to the Unaudited Pro Forma Financial Information;
	·	the financial statements of the Company for the year ended February 28, 2019 and the notes relating thereto; and
	·	the financial statements of China VTV Ltd. for the year ended December 31, 2018 and the notes relating thereto, included in this Form 8-K.

This unaudited condensed combined pro forma financial information is not intended to reflect the financial position and results which would have actually resulted had the acquisition of China VTV Ltd. been effected on the dates indicated. Further, the pro forma results of operations are not necessarily indicative of the results of operations that may be obtained in the future.

Note 2: Description of Transactions

On March 15, 2019, China VTV Limited, a Nevada corporation (the “Company”), entered into a share purchase/ exchange agreement (the “Share Exchange Agreement”) with China VTV Ltd. (the “Target”), pursuant to which the Company agreed to issue on the Closing Date (defined in the Share Exchange Agreement) an aggregate of 110,550,000 shares of its common stock (the “Common Stock”) to all of the shareholders of the Target in prorated amounts in exchange for all of the issued and outstanding equity interests in the Target Company. Reference is made to Item 1.01 of a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission”) on March 21, 2019 and a related transaction (the “Reverse Merger”) for a description of the Share Exchange Agreement.

Note 3: Unaudited Pro Forma Adjustments to Combined Financial Statements

Pro forma adjustments on the attached financial statements include the following:

	(1)	To record the 100% of Common Stock shares of the Target in exchange for 110,550,000 shares of Common Stock issued by China VTV Limited
	(2)	To eliminate accumulated deficit of China VTV Limited
	(3)	To adjust weighted average number of common shares outstanding as if the shares issued under the Share Exchange Agreement were issued and outstanding at the beginning of the period

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