Attached files
UNAUDITED
PRO FORMA COMBINED FINANCIAL STATEMENTS
Balance
Sheet as at June 30, 2009
Statement
of Operations for the period from January 1, 2008 to December 31,
2008
Statement
of Operations for the period from January 1, 2009 to June 30, 2009
Notes to
the Unaudited Pro Forma Combined Financial Statements
UNAUDITED
PRO FORMA COMBINED FINANCIAL STATEMENTS
On
October 30, 2009, GC China Turbine Corp. ("GC China Turbine" or "Company")
(formerly Visa Dorada Corp., a pre-exploration stage company), a public
reporting company without any business or operating activities, issued
32,383,808 shares of unregistered shares of common stock in exchange for 100%
equity interest in Luckcharm Holdings Limited ("Luckcharm"), making Luckcharm a
wholly-owned subsidiary of GC China Turbine at the opening of business on
November 2, 2009. This voluntary share exchange transaction resulted
in the shareholders of Luckcharm obtaining a majority voting interest in the
Company. Accounting principles generally accepted in the United
States of America require that the company whose shareholders retain the
majority interest in a combined business be treated as the acquirer for
accounting purposes, resulting in a reverse acquisition. Accordingly,
the stock exchange transaction has been accounted for as recapitalization of
Luckcharm.
The
following Unaudited Pro Forma Combined Financial Statements give effect to the
aforementioned reverse acquisition based on the assumptions and adjustments set
forth in the accompanying notes to the Unaudited Pro Forma Combined Financial
Statements which management believes are reasonable. The Unaudited
Pro Forma Combined Balance Sheet represents the combined financial position of
GC China Turbine and Luckcharm as of June 30, 2009 as if the reverse acquisition
occurred on June 30, 2009. The Unaudited Pro Forma Combined Financial
Statements of Operations give effect to the reverse acquisition of GC China
Turbine by Luckcharm assuming that the reverse acquisition took place on the
beginning of the first accounting period presented in these pro forma combined
financial statements. These unaudited Pro Forma Combined Financial
Statements and accompanying notes should be read in conjunction with the audited
historical financial statements and related notes of Luckcharm and GC China
Turbine, which are included in this document.
The
Unaudited Pro Forma Combined financial information is presented for illustrative
purposes only and is not necessarily indicative of the operating results that
would have been achieved if the reverse acquisition of GC China Turbine had been
consummated as of the beginning of the period indicated, nor is it necessarily
indicative of the results of future operations.
GC
China Turbine Corp.
(SUCCESSOR
OF LUCKCHARM HOLDINGS LIMITED)
UNAUDITED
PRO FORMA COMBINED BALANCE SHEET
(Amounts
expressed in US dollars, except share data)
June
30, 2009
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Luckcharm
Holdings
Limited
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GC
China
Turbine
Corp.
|
Note
|
Pro
Forma Adjustments
|
Pro
Forma Combined
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||||||||||||||
(Unaudited)
|
(Unaudited)
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(Unaudited)
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||||||||||||||||
ASSETS
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||||||||||||||||||
Current
assets:
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||||||||||||||||||
Cash
and cash equivalents
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$ | 452,067 | $ | - |
2(b)
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$ | 10,000,000 | $ | 18,452,067 | |||||||||
2(c)
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8,000,000 | |||||||||||||||||
Accounts
receivable
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3,197,719 | - | 3,197,719 | |||||||||||||||
Inventories
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3,768,665 | - | 3,768,665 | |||||||||||||||
Advance
to suppliers
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1,454,473 | - | 1,454,473 | |||||||||||||||
Amount
due from related party
|
1,444,786 | - | 1,444,786 | |||||||||||||||
Loan
receivable
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- | 1,004,932 |
2(a)
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(1,004,932 | ) | - | ||||||||||||
Prepaid
expenses and other current assets
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640,467 | 10,000 | 650,467 | |||||||||||||||
Income
tax receivable
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116,888 | - | 116,888 | |||||||||||||||
Deferred
tax assets – current
|
163,305 | - | 163,305 | |||||||||||||||
Total
current assets
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11,238,370 | 1,014,932 | 17,995,068 | 29,248,370 | ||||||||||||||
Property
and equipment, net
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1,396,105 | - | 1,396,105 | |||||||||||||||
Intangible
assets, net
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842,272 | - | 842,272 | |||||||||||||||
Long-term
accounts receivables
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129,506 | - | 129,506 | |||||||||||||||
Deferred
tax assets – Non-current
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74,274 | - | 74,274 | |||||||||||||||
Total
non-current assets
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2,442,157 | - | 2,442,157 | |||||||||||||||
Total
assets
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$ | 13,680,527 | $ | 1,014,932 | $ | 17,995,068 | $ | 31,690,527 | ||||||||||
LIABILITIES
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Current
liabilities:
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Short-term
bank borrowings
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$ | 2,195,582 | $ | - | $ | - | $ | 2,195,582 | ||||||||||
Promissory
note
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1,000,000 | - |
2(a)
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(1,000,000 | ) | - | ||||||||||||
Notes
payable
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- | 1,073,537 | 1,073,537 | |||||||||||||||
Accounts
payable
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693,056 | - | 693,056 | |||||||||||||||
Deferred
revenue
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5,585,181 | - | 5,585,181 | |||||||||||||||
Accrued
expenses and other current liabilities
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932,200 | 22,060 | 954,260 | |||||||||||||||
Total
current liabilities
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10,406,019 | 1,095,597 | - | 10,501,616 | ||||||||||||||
Total
liabilities
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10,406,019 | 1,095,597 | - | 10,501,616 | ||||||||||||||
SHAREHOLDERS’
EQUITY (DEFICIT)
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Common
shares
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0 | 49,485 |
2(b)
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12,500
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58,970 | |||||||||||||
2(c)
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6,400 | |||||||||||||||||
2(d)
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(9,415
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) | ||||||||||||||||
Additional
paid-in capital
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4,176,330 | 6,965 |
2(b)
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9,987,500
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21,271,988 | |||||||||||||
2(c)
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7,993,600 | |||||||||||||||||
2(d)
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(892,407
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) | ||||||||||||||||
Accumulated
deficit
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(1,062,617 | ) | (137,115 | ) |
2(a)
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(4,932
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(142,047 | ) | |||||||||
2(d)
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1,062,617
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Accumulated
other comprehensive income
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160,795 | - |
2(d)
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(160,795 | ) | - | ||||||||||||
Total
shareholders’ equity (deficit)
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3,274,508 | (80,665 | ) | 17,995,068 | 21,188,911 | |||||||||||||
Total
liabilities and shareholders’ equity
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$ | 13,680,527 | $ | 1,014,932 | $ | 17,995,068 | $ | 31,690,527 |
The
accompanying notes are an integral part of these unaudited pro forma combined
financial statements
P-3
GC
China Turbine Corp.
(SUCCESSOR
OF LUCKCHARM HOLDINGS LIMITED)
UNAUDITED
PRO FORMA COMBINED STATEMENTS OF OPERATIONS
(Amounts
expressed in US dollars, except share data)
From
January 1, 2008 to December 31, 2008
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Luckcharm
Holdings Limited
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GC
China Turbine Corp.
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Note
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Pro
Forma Adjustments
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Pro
Forma Combined
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(Unaudited)
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(Unaudited)
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Revenues
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$ | 3,065,007 | $ | - | $ | $ | 3,065,007 | ||||||||||
Cost
of sales
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2,970,613 | - | 2,970,613 | ||||||||||||||
Gross
profit
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94,394 | - | 94,394 | ||||||||||||||
Operating
expenses:
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Selling
and marketing expenses
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57,925 | - | 57,925 | ||||||||||||||
Research
and development expenses
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94,300 | - | 94,300 | ||||||||||||||
General
and administrative expenses
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393,782 | 33,232 | 427,014 | ||||||||||||||
Total
operating expenses
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546,007 | 33,232 | 579,239 | ||||||||||||||
Loss
from operations
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(451,613 | ) | (33,232 | ) | (484,845 | ) | |||||||||||
Interest
expense
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106,231 | - | 106,231 | ||||||||||||||
Interest
income
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(1,405 | ) | - | (1,405 | ) | ||||||||||||
Other,
net
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(62,109 | ) | - | (62,109 | ) | ||||||||||||
Loss
before income taxes
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(494,330 | ) | (33,232 | ) | (527,562 | ) | |||||||||||
Income
tax benefit
|
115,742 | - | 115,742 | ||||||||||||||
Net
loss
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$ | (378,588 | ) | $ | (33,232 | ) | $ | $ | (411,820 | ) | |||||||
Loss
per share – basic and diluted
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$ | (0.00 | ) | $ | (0.01 | ) | |||||||||||
Share
used in calculating basic and diluted
loss
per share
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49,485,000 |
3
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$ | 58,970,015 | |||||||||||||
4(a)
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12,500,000 | ||||||||||||||||
4(b)
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6,400,000 | ||||||||||||||||
4(c)
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(9,414,985 | ) | |||||||||||||||
4(d)
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The
accompanying notes are an integral part of these unaudited pro forma combined
financial statements
P-4
GC
China Turbine Corp.
(SUCCESSOR
OF LUCKCHARM HOLDINGS LIMITED)
UNAUDITED
PRO FORMA COMBINED STATEMENTS OF OPERATIONS
(Amounts
expressed in US dollars, except share data)
From
January 1, 2009 to June 30, 2009
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Luckcharm
Holdings Limited
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GC
China Turbine Corp.
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Note
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Pro
Forma Adjustments
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Pro
Forma Combined
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|||||||||||||
(Unaudited)
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(Unaudited)
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(Unaudited)
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|||||||||||||||
Revenues
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$ | - | $ | - | $ | $ | - | ||||||||||
Cost
of sales
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- | - | - | ||||||||||||||
Gross
profit
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- | - | - | ||||||||||||||
Operating
expenses:
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Selling
and marketing expenses
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27,787 | - | 27,787 | ||||||||||||||
Research
and development expenses
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40,775 | - | 40,775 | ||||||||||||||
General
and administrative expenses
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310,897 | 38,812 | 349,709 | ||||||||||||||
Total
operating expenses
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379,459 | 38,812 | 418,271 | ||||||||||||||
Loss
from operations
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(379,459 | ) | (38,812 | ) | (418,271 | ) | |||||||||||
Interest
expense
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82,634 | 7,484 | 90,118 | ||||||||||||||
Interest
income
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(4,932 | ) |
2(a)
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(4,932 | ) | - | |||||||||||
Other,
net
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5,364 | - | 5,364 | ||||||||||||||
Loss
before income taxes
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(467,457 | ) | (41,364 | ) |
2(a)
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(4,932 | ) | (513,753 | ) | ||||||||
Income
tax benefit
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116,864 | - | 116,864 | ||||||||||||||
Net
loss
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$ | (350,593 | ) | $ | (41,364 | ) | $ | (4,932 | ) | $ | (396,889 | ) | |||||
Loss
per share – basic and diluted
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$ | (0.00 | ) | $ | (0.01 | ) | |||||||||||
Share
used in calculating basic and diluted
loss
per share
|
49,485,000 |
3
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58,970,015 | ||||||||||||||
4(a)
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12,500,000 | ||||||||||||||||
4(b)
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6,400,000 | ||||||||||||||||
4(c)
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(9,414,985 | ) | |||||||||||||||
4(d)
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The
accompanying notes are an integral part of these unaudited pro forma combined
financial statements
P-5
GC
China Turbine Corp.
(SUCCESSOR
OF LUCKCHARM HOLDINGS LIMITED)
NOTES
TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(Amounts
expressed in US dollars, except share data)
1. BASIS
OF PREFARATION
The
Unaudited Pro Forma Combined Balance Sheet represents the combined financial
position of GC China Turbine and Luckcharm as of June 30, 2009 as if the reverse
acquisition occurred on June 30, 2009.
The
Unaudited Pro Forma Combined Statements of Operations give effect to the reverse
acquisition of GC China Turbine by Luckcharm assuming that the reverse
acquisition took place on the beginning of the first accounting period presented
in these pro forma combined financial statements.
2. PRO
FORMA ADJUSTMENTS
(a)
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On
May 22, 2009, Luckcharm entered into a promissory note in favor of GC
China Turbine in the principal amount of US$1 million. The
promissory note is secured by the assets of Luckcharm, accrues interest at
6% per annum calculated annually from May 31, 2009, and is due December 8,
2009. Upon closing of the reverse acquisition, the promissory
note, excluding any interest accrued, will be considered an inter-company
loan. The eliminations of the inter-company loan and accrued
interest have been shown as a pro forma adjustment in the Unaudited Pro
Forma Combined Balance Sheet and Statement of
Operations.
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(b)
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On
July 31, 2009, GC China Turbine executed convertible promissory notes (the
"Notes") in favor of New Margin Growth Fund L.P. ("New Margin"), Ceyuan
Ventures II, L.P. ("CV") and Ceyuan Ventures Advisors Fund II, LLC ("CV
Advisors") in the amount of US$5 million, US$4.8 million and US$0.2
million, respectively. The notes earn simple interest at an
annual percentage rate equal to 6% or the lowest rate permissible by
law. Upon consummation of the reverse acquisition, the
principal and interest due under the Notes will automatically convert into
shares of common stock of GC China Turbine at a conversion price per share
equal to US$0.8. The conversion of the promissory note has been
shown as a pro forma adjustment in the Unaudited Pro Forma Combined
Balance Sheet.
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(c)
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Between
October 5, 2009 and October 30, 2009, GC China Turbine entered into
Securities Purchase Agreements with third party investors, pursuant to
which the investors agreed to purchase up to 6,400,000 shares of
restricted common stock of the Company, at a purchase price of US$ 1.25
per share for an aggregate offering price of up to US
$8,000,000. The issuance of common stock to investors has been
shown as a pro forma adjustment in the Unaudited Pro Forma Combined
Balance Sheet.
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(d)
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The
former officers and directors of GC China Turbine surrendered and
cancelled, for no consideration, 40,500,000 shares and 1,298,793 shares on
September 11, 2009 and October 1, 2009, respectively. At the closing of
the Exchange Agreement, GC China Turbine will issue 32,383,808 shares
of its common stock to Golden Wind Holdings Ltd. in exchange for 100% of
the issued and outstanding capital stock of Luckcharm. The
common shares, additional paid-in capital and accumulated deficit of GC
China Turbine as of December 31, 2008, after adjusting for the accumulated
deficit and accumulated other comprehensive income of Luckcharm, and pro
forma adjustments as disclosed in Note 2(a), 2(b) and 2(c) above, are
treated as the share capital and additional paid-in capital of these newly
issued shares.
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3. REVERSE
STOCK SPLIT
GC China
Turbine's authorized share capital is 100 million shares, with a par value of
$0.001. As of December 31, 2008, the issued and outstanding common
shares of GC China Turbine was 98,970,000 shares. On May 18, 2009, GC
China Turbine effected a 1 new for 2 old reverse stock split, resulting in a
decrease of the outstanding shares of common shares from 98,970,000 to
49,485,000.
P-6
4. LOSS
PER SHARE
(a)
|
As
disclosed in Note 2(b) above, upon reverse acquisition, New Margin, CV and
CV advisors promissory notes will convert into a total of 12,500,000
shares of GC China Turbine's common shares. The 12,500,000 shares of GC
China Turbine common shares issued in connection with the reverse
acquisition have been treated as if they have been outstanding since
January 1, 2008 for the purpose of computing earnings per shares for the
accounting periods covered by the Unaudited Pro Forma Combined Statements
of Operations.
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(b)
|
As
disclosed in Note 2(c) above, upon reverse acquisition, Investors will
purchase up to 6,400,000 shares of GC China Turbine's common
shares. The 6,400,000 shares of GC China Turbine common shares
issued in connection with the reverse acquisition have been treated as if
they have been outstanding since January 1, 2008 for the purpose of
computing earnings per shares for the accounting periods covered by the
Unaudited Pro Forma Combined Statements of
Operations.
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(c)
|
As
disclosed in Note 2(e) above, 1) the former officers and directors
cancelled 41,798,793 shares of CG China Turbine's common stock for no
consideration, and 2) Upon reverse acquisition, GC China Turbine will
issue 32,383, 808 shares of its common stock to Golden Wind Holdings Ltd.
in exchange for 100% of the issued and outstanding capital stock of
Luckcharm. The 32,383,808 issued shares together with 41,798,793 cancelled
shares of GC China Turbine common shares in connection with the reverse
acquisition have been treated as if they have been outstanding since
January 1, 2008 for the purpose of computing earnings per shares for the
accounting periods covered by the Unaudited Pro Forma Combined Statements
of Operations.
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(d)
|
Diluted
loss per share calculation excluded 2,239,234 common shares issuable upon
the assumed conversion of the following items for the year ended December
31, 2008 and six-month ended June 30, 2009, 1) In addition to
the disclosure in Note 2(c) above, the Company will issue warrants to each
investor in an amount equal to 10% of the number of shares that such
investor purchased for aggregately 640,000 shares, 2) the Company agreed
to issue an aggregate of 560,000 warrants to a private placement agent who
will introduce certain investors to the Company, and 3) From June 8, 2009
to July 9, 2009, the Company issued convertible promissory notes to
certain foreign accredited investors for aggregated proceeds of US$
1,031,750 and accrued interest of $7,484 as at June 30, 2009, and the
lender could convert the principal and interest to shares of the Company's
common stock for 1,039,628 shares. The above common share equivalents were
excluded in the computation of diluted loss per share, as their effect
would have been anti-dilutive due to the net loss reported in such
periods.
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P-7