Attached files
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| 8-K/A - AMENDMENT NO.3 TO FORM 8-K - Asia Travel Corp | atsrform8kamendmentno3v1.htm |
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
1. Description of the Acquisition and Basis of Presentation
On November 22, 2012, Realgold International, Inc.’s (“Realgold”) wholly owned subsidiary Realgold Venture Pte Limited (“Realgold Venture”), a limited liability company formed under the laws of Hong Kong, entered into a Lease Management Agreement (“Lease Management Agreement”) with Zhuhai Tengfei Investment Co., Ltd. (“Tengfei Investment”), a limited liability company formed under the laws of the People’s Republic of China (“China” or “PRC”). Under the Lease Management Agreement, Tengfei Investment leased the managerial and operating rights of Zhuhai Tengda International Travel Agency Co., Ltd. (“Tengda Travel”), a wholly owned subsidiary of Tengfei Investment, to Realgold Venture.
On November 25, 2012, Realgold Venture entered into an Ownership Transfer Agreement (“Ownership Transfer Agreement’) with Tengfei Investment. Under the Ownership Transfer Agreement, Tengfei Investment transfers to Realgold Venture 100% of the ownership of Zhuhai Tengda Business Hotel Co., Ltd. (“Tengda Hotel”) for a total transfer price of RMB 400,000 Yuan (approximately $64,241).
On November 29, 2012, the Bureau of Science and Technology Industry Trade and Information of Zhuhai City approved the ownership transfer of Tengda Hotel to Realgold Venture. As of January 02, 2012, we have filed the notice of ownership transfer with Guangdong Province Department of Foreign Trade and Economic Cooperation.
Upon the completion of the said ownership transfer, Tengda Hotel becomes the wholly owned subsidiary of Realgold Venture.
Basis of Presentation
Certain disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted as permitted by SEC rules and regulations.
These pro forma unaudited condensed consolidated financial statements are not necessarily indicative of the results of operations that would have been achieved had the transaction actually taken place at the dates indicated and do not purport to be indicative of future position or operating results.
The unaudited pro forma condensed consolidated balance sheet was prepared combining the historical balance sheet of Tengda Travel and Tengda Hotel at September 30, 2012 and the historical balance sheet of Realgold at September 30, 2012, as described above.
The unaudited pro forma condensed consolidated statement of operations includes the historical combined operations of Tengda Travel and Tengda Hotel for the six months ended September 30, 2012 and for the year ended March 31, 2012, and the historical operations of Realgold for the six months ended September 30, 2012 and for the four quarters ended March 31, 2012 .
| Realgold International, Inc. |
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| Unaudited Pro Forma Consolidated Balance sheet |
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| As of September 30, 2012 |
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| Combined |
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| Tengda Hotel and |
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| Tengda Travel |
| Realgold |
| Adjustments |
| Consolidated |
| ASSETS |
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| CURRENT ASSETS |
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| Cash and equivalents | $ 13,692 |
| $ 494,754 |
| $ (64,241) | A | $ 444,205 |
| Accounts receivable | - |
| - |
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| - |
| Other receivables | - |
| - |
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| - |
| Prepaid expenses and other current assets | 59,659 |
| 0 |
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| 59,659 |
| Total current assets | 73,351 |
| 494,754 |
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| 503,864 |
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| PROPERTY, PLANT AND EQUIPMENT, Net | 39 |
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| 39 |
| TOTAL ASSETS | $ 73,390 |
| $ 494,754 |
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| $ 503,903 |
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| LIABILITIES AND STOCKHOLDERS' EQUITY |
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| CURRENT LIABILITIES |
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| Accounts payables | $ 13,815 |
| $ 19,800 |
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| $ 33,615 |
| Accrued expenses and other payables | 1,039 |
| - |
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| 1,039 |
| Related Party Payable | 48,526 |
| 12,442 |
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| 60,968 |
| Total current liabilities | 63,380 |
| 32,242 |
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| 95,622 |
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| TOTAL LIABILITIES | 63,380 |
| 32,242 |
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| 95,622 |
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| SHAREHOLDERS' EQUITY |
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| Preferred stock; $.001 par value, 10,000,000 sharesauthorized; 20,000 shares issued and outstanding, |
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| Common stock; $.001 par value, 25,000,000 shares $.001 par value, 90,000,000 shares authorized; 7,270,101 shares issued and outstanding |
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| 7,270 |
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| 7,270 |
| Registered capital | 122,625 |
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| (122,625) | A | - |
| Capital in excess of par value | - |
| 8,590,708 |
| (53,929) | A | 8,536,779 |
| Accumulated retained earnings | (112,313) |
| (8,135,486) |
| 112,313 | A | (8,135,486) |
| Accumulated other comprehensive income | (302) |
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| - |
| (302) |
| Total stockholders' equity | 10,010 |
| 462,512 |
| (64,241) |
| 408,281 |
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| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 73,390 |
| $ 494,754 |
| $ (64,241) |
| $ 503,903 |
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| See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements | |||||||
| Realgold International, Inc. |
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| Unaudited Pro Forma Consolidated Statement of Operations and Comprehensive Income |
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| For the Six Months Ended September 30, 2012 |
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| Historical |
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| Combined |
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| Tengda Hotel and |
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| Consolidated |
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| Tengda Travel |
| Realgold |
| Adjustments |
| Pro Forma |
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| Revenue | $ 145,190 |
| $ - |
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| $ 145,190 |
| Cost of sales | 110,166 |
| - |
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| 110,166 |
| Gross Proffit | 35,024 |
| - |
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| 35,024 |
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| Operating Expenses |
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| General and administrative expenses | 25,512 |
| 128,046 |
| 8,000 | C | 161,558 |
| Selling expense | 31,354 |
| - |
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| 31,354 |
| Total operating expenses | $ 56,866 |
| $ 128,046 |
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| $ 192,912 |
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| Loss from Operations | $ (21,842) |
| $ (128,046) |
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| $ (157,888) |
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| Other Income (Expenses) |
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| Interest income | $ 6 |
| - |
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| $ 6 |
| Other income (expenses) | 0 |
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| Total other income | 6 |
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| 6 |
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| Loss Before Income Tax | (21,836) |
| (128,046) |
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| (157,882) |
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| Income Tax Provision | - |
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| Net loss | $ (21,836) |
| $ (128,046) |
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| $ (157,882) |
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| Loss per share - basic and diluted |
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| $ (0.34) |
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| $ (0.03) |
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| Weighted average number of common shares |
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| 6,270,101 | |
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| See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements | |||||||
| Realgold International, Inc. |
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| Unaudited Pro Forma Statement of Operations and Comprehensive Income |
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| For the Year Ended March 31, 2012 |
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| Historical |
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| Combined |
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| Tengda Hotel and |
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| Combined |
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| Tengda Travel |
| Realgold |
| Adjustments |
| Pro Forma |
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| Revenue | $ 131,461 |
| $ - |
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| $ 131,461 |
| Cost of sales | 115,594 |
| 0 |
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| 115,594 |
| Gross Margin | 15,867 |
| 0 |
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| 15,867 |
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| Operating Expenses |
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| General and administrative expenses | 24,496 |
| 2,020,970 |
| 16,000 | B | 2,061,466 |
| Selling expense | 35,271 |
| 0 |
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| 35,271 |
| Total operating expenses | 59,767 |
| 2,020,970 |
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| 2,096,737 |
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| Loss from Operations | (43,900) |
| (2,020,970) |
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| (2,080,870) |
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| Other Income (Expenses) |
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| Interest income | 14 |
| 0 |
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| 14 |
| Other income (expenses) | - |
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| Total other income | 14 |
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| 14 |
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| Loss Before Income Tax | (43,886) |
| (2,020,970) |
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| (2,080,856) |
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| Income Tax Provision | - |
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| Net loss | $ (43,886) |
| $ (2,020,970) |
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| $ (2,080,856) |
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| Loss per share - basic and diluted |
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| $ (1.45) |
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| $ (1.49) |
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| Weighted average number of common shares |
| 1,393,389 |
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| 1,393,389 | |
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| See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements | |||||||
2. Pro Forma Adjustments and Assumptions
A.
To record the purchase price that Realgold paid for the business combination and eliminate equity.
B.
Reflects the incremental costs of lease payment RMB100,000 (approximate USD16,000) per year.
C.
Reflects the incremental costs of Tengda Travel lease payment approximately USD4,000 per quarter.