Attached files
| file | filename |
|---|---|
| EX-3.7 - SUPPLIER AGREEMENT - TOA Holdings, Inc. | supplieragreement_bjk37.pdf |
| EX-3.8 - JOINT VENTURE AGREEMENT - TOA Holdings, Inc. | jvagreement38.pdf |
| 8-K - SUPER 8-K - TOA Holdings, Inc. | super8k.htm |
| EX-3.6 - CONSENT TO ISSUANCE OF NEW STOCK - TOA Holdings, Inc. | seriesa36.htm |
| EX-3.3 - STOCK PURCHASE AGREEMENT - TOA Holdings, Inc. | spajapanhd33.htm |
| EX-3.5 - HISTORICAL RECORDS OF TOA SHOKO JAPAN - TOA Holdings, Inc. | register35japan.htm |
| EX-3.4 - STOCK EXTENSION AGREEMENT - TOA Holdings, Inc. | stockextensionagreement34.htm |
Selected Financial Data, Pro Forma Financial Information, Financial Information
The following unaudited pro forma balance sheet gives effect to the Stock Exchange Agreement entered into between TOA Holdings, Inc., a Delaware corporation (the “Company”) and TOA Shoko Japan Co., Ltd., a Japan corporation organized pursuant to Japanese Companies Act (“TOA-Japan”) on January 28, 2013. The unaudited pro forma balance sheet has been prepared from the historical financial statements of the Company and TOA-Japan and should be read in conjunction therewith.
On April 1, 2013, Hajime Abe entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with TOA Holdings, Inc., a Delaware corporation. Pursuant to the Agreement, Hajime Abe will transfer to TOA Holdings, Inc., 1,000,000 shares of our common stock which represents all of our issued and outstanding shares in consideration of 1,000,000 JPY ($10,089 USD).
Following the closing of the share purchase transaction on July 6, 2013, TOA Holdings, Inc. owns a 100% interest in the issued and outstanding shares of our common stock. TOA Holdings, Inc. is the controlling shareholder of the Company.
Management believes that the assumptions used provide a reasonable basis on which to present the unaudited pro forma financial data. The unaudited pro forma financial statement information has been provided for informational purposes only and should not be considered indicative of the Company’s financial position or results of operations. In addition, the unaudited pro forma financial statement information does not purport to represent the future financial position or results of operations of the Company. The unaudited pro forma financial statement information should be read in conjunction with the Company’s unaudited financial statements as of March 31, 2013.
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| TOA HOLDINGS, INC. | |||||||||
| FORMERLY KNOWN AS GOLD BULLION ACQUISITION, INC. | |||||||||
| (A DEVELOPMENT STAGE COMPANY) | |||||||||
| CONSOLIDATED BALANCE SHEETS | |||||||||
| (UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS) | |||||||||
| TOA HOLDINGS, | TOA SHOKO JAPAN | Consolidated | |||||||
| INC. | CO., LTD | ||||||||
| As of | As of | Pro Forma | Pro Forma | ||||||
| March 31, 2013 | March 31, 2013 | Adjustment | Results | ||||||
| (unaudited) | |||||||||
| ASSETS | |||||||||
| Current Assets | |||||||||
| Cash and cash equivalents | $ | - | $ | 10,617 | $ | - | $ | 10,617 | |
| Prepaid expenses | $ | - | $ | - | $ | - | $ | - | |
| TOTAL CURRENT ASSETS | $ | - | $ | 10,617 | $ | - | $ | 10,617 | |
| TOTAL ASSETS | $ | - | $ | 10,617 | $ | - | $ | 10,617 | |
| LIABILITIES AND SHAREHOLDER EQUITY | |||||||||
| Current Liabilities | |||||||||
| Taxes payables | $ | - | $ | 123 | $ | - | $ | 123 | |
| Account payables-Related Party | $ | 400 | $ | - | $ | 11,008 | $ | 11,408 | |
| TOTAL CURRENT LIABILITIES | $ | 400 | $ | 123 | $ | 11,008 | $ | 11,532 | |
| TOTAL LIABILITIES | $ | 400 | $ | 123 | $ | 11,008 | $ | 11,532 | |
| Stockholders’ Equity (Deficit) | |||||||||
| Preferred stock ($.0001 par value, 20,000,000 shares authorized; | |||||||||
| none issued and outstanding) | $ | - | $ | - | $ | - | $ | - | |
| Common stock ($.0001 par value, 500,000,000 shares authorized, | |||||||||
| 20,000,000 shares issued and outstanding | |||||||||
| as of March 31, 2013 and September 30, 2012) | $ | 2,000 | $ | - | $ | - | $ | 2,000 | |
| TOA SHOKO, JAPAN Common stock | |||||||||
| (No par value, 10,000,000 shares authorized, | |||||||||
| 1,000,000 shares issued and outstanding as of March 31, 2013) | $ | - | $ | 11,008 | $ | (11,008) | $ | - | |
| Deficit accumulated during the development stage | $ | (2,400) | $ | (124) | $ | - | $ | (2,524) | |
| Accumulated other comhrehensive income: | |||||||||
| Foreign currency translation adjustment | $ | - | $ | (391) | $ | - | $ | (391) | |
| TOTAL SHAREHOLDER EQUITY | $ | (400) | $ | 10,494 | $ | (11,008) | $ | (915) | |
| TOTAL LIABILITIES AND SHAREHOLDER EQUITY | $ | - | $ | 10,617 | $ | - | $ | 10,617 | |
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