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8-K/A - FORM 8KA - STUDIO II BRANDS INC | studioii_8kaitem201acquisiti.htm |
EX-99 - EXHIBIT 99.10.1 - STUDIO II BRANDS INC | exhibit99101123112interimuna.htm |
EX-99 - EXHIBIT 99.9.1 - STUDIO II BRANDS INC | exhibit99913312011auditedfin.htm |
Exhibit 99.11.1
INDEX TO UNAUDITED PRO-FORMA | ||
CONSOLIDATED FINANCIAL STATEMENTS | ||
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Introduction to Unaudited Pro-Forma Consolidated Financial Statements | 1 - 2 | |
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Unaudited Pro-Forma Consolidated Balance Sheet |
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| as of December 31, 2011 | 3 4 |
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Unaudited Pro-Forma Consolidated Statement of Operations |
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| for the Nine Months Ended December 31, 2011 | 5 - 6 |
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Unaudited Pro-Forma Consolidated Statement of Operations |
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| for the Year Ended March 31, 2011 | 7 |
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INTRODUCTION TO UNAUDITED PRO-FORMA
CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro-forma consolidated financial statements give effect to (i) the sale of 2,938,492 shares of common stock of Studio II Brands, INC. (the Company or Studio II) for $191,002, (ii) the acquisition (Acquisition) of Sino Wish Limited (SWL) by Hippo Lace Limited (HLL), the subsidiary of the Company.
The following unaudited pro-forma consolidated financial statements and accompanying notes should be read in conjunction with:
| - | audited financial statements of SWL for the year ended March 31, 2011 (Exhibit 99.1); |
| - unaudited financial statements of SWL for the nine months ended December 11, 2011 (Exhibit 99.2) |
The Stock Purchase Transaction
Closing of the stock purchase transaction under the terms of the Stock Purchase Agreement (Purchase Agreement) described in Item 1.1 was completed on March 29, 2012. As a result of closing of the stock purchase transaction, the Companys subsidiary HLL acquired SWL, which became wholly-owned subsidiary of HLL.
The terms of the Purchase Agreement were determined through arms length negotiations between the HLL and SWL. Execution of the Purchase Agreement and closing of the share exchange transaction were approved on behalf of the Company by its board of directors, and on behalf of SWL by its board of directors and by its sole shareholder.
As a result of closing under the Purchase Agreement, the Company has a total of 14,838,018 shares of its common stock issued and outstanding, of which 9,608,176 shares, or approximately 64.75%, are owned by previously existing shareholders of the Company, with 2,291,100 shares, or approximately 15.44%, are owned by person who were previously shareholder of HLL, and the balance of 2,938,492 shares, or approximately 19.8%, are owned by person who were previously shareholder of SWL.
The Companys subsidiary HLL acquired a 100% interest in SWL on March 29, 2012 and acquired control of and consolidates SWL as of March 29, 2012 in accordance with ASC 810. The pro-forma statements of operations set forth below for the nine months ended December 31, 2011 and for the year ended March 31, 2011 incorporate information from the unaudited financial statements of SWL for the nine months ended December 31, 2011 and from its audited financial statements for the year ended March 31, 2011, as well as from the unaudited consolidated financial statements of Studio II.
In conjunction with the Acquisition, the Company issued 2,938,492 shares of its Common Stock to Ms. Vivian Choi, the sole stockholder of SWL as consideration to acquire all of the issued and outstanding shares of HLL valued at $191,002 or approximately $0.065 per share. The following unaudited pro-forma consolidated financial statements have been prepared to reflect the above-mentioned transactions.
The pro-forma balance sheet assumes the Acquisition and stock purchase (together the Transactions) took place on December 31, 2011. The pro-forma statements of operations assume the Transactions took place on the first day of each of the periods presented.
We are providing this information to aid you in your analysis of the financial aspects of the Transactions. The unaudited pro-forma information is not necessarily indicative of the financial position or
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results of operations that may have actually occurred had the Transactions taken place on the dates noted, or the future financial position or operating results of the combined company.
The unaudited pro-forma combined financial information is not necessarily indicative of the operation results that would have actually been achieved if the Transactions had been consummated as of the beginning of the period indicated, nor is it necessarily indicative of the future operating results of the combined business.
UNAUDITED PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS ADJUSTMENTS
The following adjustments are used to derive the pro-forma financial statements presented below:
(1)
To record the issuance of 2,938,492 shares of Studio II Common Stock to SWL stockholders upon consummation of the Acquisition valued at $191,002;
(2)
To eliminate the intercompany transactions and balance, accumulated loss, and establish purchase price allocation of SWL in connection with the Acquisition.
Total purchase price
$ 191,002
Fair value of net liabilities acquired
55,508
Residual goodwill
$ 246,510
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STUDIO II BRANDS, INC. | ||||||
UNAUDITED PRO-FORMA CONSOLIDATED BALANCE SHEETS | ||||||
AS OF DECEMBER 31, 2011 | ||||||
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| Consolidated |
| Pro-forma adjustment | Pro-forma | ||
| Studio II | Sino Wish | (1) | (2) | Consolidated | |
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ASSETS |
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CURRENTS ASSETS |
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Cash | $ 18,946 | $ 8,227 |
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| $ 27,173 | |
Due from related party | 44,281 | - |
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| 44,281 | |
Accounts receivable | 26,478 | - |
| (26,478) | - | |
Inventories | 3,377 | 11,436 |
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| 14,813 | |
Total current assets | 93,082 | 19,663 |
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| 86,267 | |
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Property and equipment, net | 87,831 | 42,272 |
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| 130,103 | |
Security deposits | 41,666 | 63,750 |
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| 105,416 | |
Goodwill | 55,484 | - |
| 246,510 | 301,994 | |
Investment in a subsidiary | - | - | 191,002 | (191,002) | - | |
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TOTAL ASSETS | $ 278,063 | $ 125,685 |
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| $ 623,780 | |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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CURRENT LIABILITIES |
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Accounts payable and accrued expenses | $ 55,959 | $ 79,811 |
| (26,478) | $ 109,292 | |
Income tax payable | 5,051 | - |
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| 5,051 | |
TOTAL CURRENT LIABILITIES | 61,010 | 79,811 |
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| 114,343 | |
Stockholders loan | - | 101,382 |
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| 101,382 | |
Payable to Stockholder | 164,448 | - |
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| 164,448 | |
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TOTAL LIABILITIES | 225,458 | 181,193 |
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| 380,173 | |
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STOCKHOLDERS' EQUITY |
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Common stock, 100,000,000 shares authorized; Par value $0.001; 14,838,018 share issued and outstanding | 11,900 | 1 | 2,938 | (1) | 14,838 | |
Additional paid in capital | 258,871 | - | 188,064 |
| 446,935 | |
Accumulated loss | (218,166) | (55,509) |
| 55,509 | (218,166) | |
TOTAL STOCKHOLDERS' EQUITY | 52,605 | (55,508) |
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| 243,607 | |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 278,063 | $ 125,685 |
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| $ 623,780 |
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STUDIO II BRANDS, INC. | ||||||||||
UNAUDITED PRO-FORMA CONSOLIDATED | ||||||||||
STATEMENTS OF OPERATIONS | ||||||||||
FOR THE NINE MONTHS ENDED DECEMBER 31, 2011 | ||||||||||
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| Pro-forma adjustment | Pro-forma | ||||||
| Studio II | Sino Wish |
| (1) | (2) | Consolidated | ||||
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Revenue | $ 314,461 | $ 358,126 |
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| (10,272) | $ 662,315 | ||||
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Cost of goods sold (exclusive of depreciation) | (84,578) | (107,944) |
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| (192,522) | ||||
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Gross profit | 229,883 | 250,182 |
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| 469,793 | ||||
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Operating expenses | (240,630) | (236,971) |
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| 10,272 | (467,329) | ||||
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OPERATING (LOSS)/INCOME BEFORE INCOME TAXES |
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(10,747) | 13,211 |
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| 2,464 | |||||
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OTHER INCOME/(EXPENSES) |
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Other income | 2,671 | 2,718 |
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| (2,656) | 2,733 | ||||
Other expenses | (1,372) | (2,656) |
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| 2,656 | (1,372) | ||||
TOTAL OTHER INCOME, NET | 1,299 | 62 |
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| 1,361 | ||||
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(LOSS)/INCOME BEFORE INCOME TAXES | (9,448) | 13,273 |
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| 3,825 | ||||
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INCOME TAXES EXPENSES | (1,291) | - |
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NET (LOSS)/INCOME FROM CONTINUING OPERATIONS | (10,739) | 13,273 |
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| 2,534 | ||||
Discontinued operation, net of taxes | 897 | - |
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| 897 | ||||
NET (LOSS)/INCOME | $ (9,842) | $ 13,273 |
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| $ 3,431 | ||||
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Net (loss)/income per common share |
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Basic and fully diluted income/(loss) from continuing operations | $ - | $ 13,273 |
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Basic and fully diluted income/(loss) from discontinued operations | $ - | $ - |
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| $ - | ||||
Basic and fully diluted total income/(loss) | $ - | $ 13,273 |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 11,899,276 | 1 |
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| 14,838,018 |
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STUDIO II BRANDS, INC. | ||||||
UNAUDITED PRO-FORMA CONSOLIDATED | ||||||
STATEMENTS OF OPERATIONS | ||||||
FOR THE YEAR ENDED MARCH 31, 2011 | ||||||
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| Pro-forma adjustment | Pro-forma | ||
| Studio II | Sino Wish |
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Revenue | $ 364,281 | $ 373,735 |
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| (10,272) | $ 727,744 |
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Cost of goods sold (exclusive of depreciation) | (108,272) | (113,305) |
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| (221,577) |
Gross profit | 256,009 | 260,430 |
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| 506,167 |
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OPERATING EXPENSES | (319,193) | (316,754) |
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| 10,272 | (625,675) |
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OPERATING LOSS | (63,184) | (56,324) |
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| (119,508) |
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OTHER INCOME/(EXPENSES) |
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Other income | 4,777 | 4,059 |
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| 8,836 |
Other expenses | (1,168) | - |
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TOTAL OTHER INCOME, NET | 3,609 | 4,059 |
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| 7,668 |
LOSS BEFORE INCOME TAXES | (59,575) | (52,265) |
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| (111,840) |
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INCOME TAXES EXPENSES | (3,584) | - |
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NET LOSS | $ (63,159) | $ (52,265) |
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| $ (115,424) |
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Net Loss Per |
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Common Share Basic and fully diluted | $ (0.005) | $ (52,265) |
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| $ (0.01) |
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WEIGHTED AVERAGE SHARE OUTSTANDING | 11,899,276 | 1 |
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| 11,899,276 |
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