Attached files
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| EX-99.1 - AUDITOR'S REPORT - San Lotus Holding Inc | exhibit991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 14, 2015
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SAN LOTUS HOLDING INC. |
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(Exact name of registrant as specified in its charter) |
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California |
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333-176694 |
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45-2960145 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
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incorporation or organization) |
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Identification No.) |
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9368 VALLEY BLVD, SUITE 202 |
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ROSEMEAD, CA91770 |
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(Address of principal executive offices) |
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(Zip code) |
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Registrant's telephone number, including area code: |
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626-800-6861 (phone) |
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N/A |
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(Former name or former address, if changed since last report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
1
Explanatory Note
As previously reported under the Current Report on Form 8-K of San Lotus Holding Inc., (the "Company"), filed on August 17, 2015 (the "Original 8-K"), we completed the acquisition of all the outstanding shares of XO EXPERIENCE INC. ("XO") on August 14, 2015. This Current Report on Form 8-K/A amends the Original 8-K to file the financial information required by Items 9.01(a) and 9.01(b), respectively, of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited financial statements of XO, as of December 31, 2014 and 2013, and the Auditor's Report are respectively filed as Exhibit 99.1and Exhibit 99.2 hereto and are incorporated herein by reference.
(b) Pro forma financial information.
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Financial Statements |
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Page |
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Unaudited Pro Forma Condensed Combined Balance Sheet As of December 31, 2014 |
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3 |
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Unaudited Pro Forma Condensed Combined Statement of Operations For the Year Ended December 31, 2014 |
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4 |
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Unaudited Pro Forma Condensed Combined Balance Sheet As of June 30, 2015 |
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5 |
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Unaudited Pro Forma Condensed Combined Statement of Operations Ended June 30, 2015 |
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6 |
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Notes to Financial Statements |
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7-8 |
2
SAN LOTUS HOLDING INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2014
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San Lotus (Historical) |
XO Experience |
San Lotus Proforma Combined |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
$13,159 |
$246 |
$13,405 |
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Accounts receivable |
- |
181 |
181 |
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Due from shareholder |
- |
195 |
195 |
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Prepaid and other current assets |
211,272 |
- |
211,272 |
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Total Current Assets |
224,431 |
622 |
225,053 |
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Property and equipment, net |
3,427,998 |
- |
3,427,998 |
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Other assets |
4,091 |
- |
4,091 |
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Total Assets |
$3,656,520 |
$622 |
$3,657,142 |
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LIABILITIES AND EQUITY |
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Current Liabilities |
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Accounts payable |
- |
3,388 |
3,388 |
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Accrued expenses |
$5,370 |
- |
$5,370 |
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Other payable |
220,687 |
- |
220,687 |
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Total Current Liabilities |
226,057 |
3,388 |
229,445 |
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Long-term other payable |
- |
2,900 |
2,900 |
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Total long term liabilities |
226,057 |
6,288 |
232,345 |
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Stockholders' Equity |
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Common stock,$1 par value;150,000,000 shares authorized, 83,682,054 shares issued, at December 31, 2014 |
83,682,054 |
- |
83,682,054 |
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Additional paid-in capital |
110,145,249 |
- |
110,145,249 |
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In treasury 79,154,196 shares |
(189,275,446) |
- |
(189,275,446) |
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Outstanding 10,723,343 and 4,527,858 shares |
4,551,857 |
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4,551,857 |
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Deficit accumulated during the development stage |
(940,437) |
(5,666) |
(946,103) |
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Accumulated other comprehensive loss |
(168,278) |
- |
(168,278) |
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Total San Lotus Holding Inc. stockholders' equity |
3,443,142 |
-5,666 |
3,437,476 |
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Noncontrolling interest |
-12,679 |
- |
(12,679) |
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Total Equity |
3,430,463 |
-5,666 |
3,424,797 |
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Total Liabilities and Equity |
$3,656,520 |
$622 |
3,657,142 |
See accompanying to Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
3
SAN LOTUS HOLDING INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2014
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San Lotus (Historical) |
XO Experience |
Pro Forma Adjustments |
San Lotus Pro Forma Combined |
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Revenue |
$- |
$- |
- |
$- |
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Cost of services |
- |
- |
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- |
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Gross profit |
- |
- |
- |
- |
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General and administrative expenses |
186,525 |
2,505 |
- |
189,030 |
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Loss from Operations |
(186,525) |
(2,505) |
- |
(189,030) |
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Other income (expenses) |
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Interest income |
8 |
- |
- |
8 |
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Total other income, net |
8 |
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8 |
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Loss before provision for income taxes |
(186,517) |
(2,505) |
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(189,022) |
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Provision for income taxes |
- |
800 |
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800 |
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Net loss |
(186,517) |
(3,305) |
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(189,822) |
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Add: net loss attributable to non-controlling interest |
(5737) |
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(5,737) |
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Net loss attributable to san lotus holding inc. |
(180,780) |
(3,305) |
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(184,085) |
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Other comprehensive loss, net of tax |
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Consolidated net loss |
(186,517) |
(3,305) |
- |
(189,822) |
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Foreign currency translation adjustment , net of tax |
(168,278) |
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- |
(168,278) |
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Comprehensive income (loss) |
(349, 058) |
3,305 |
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(358,100) |
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Add: comprehensive loss attributable to the non-controlling interest |
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(5,737) |
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Comprehensive income (loss)attributable to san lotus holding inc. |
(349,058) |
-3,305 |
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-352,363 |
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Net loss per share: |
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Basic and diluted |
-0.08 |
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-0.08 |
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Weighted - average shares outstanding |
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Basic and diluted |
2,235,693 |
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2,235,693 |
See accompanying to Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
4
SAN LOTUS HOLDING INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2015
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San Lotus (Historical) |
XO Experience |
San Lotus Proforma Combined |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
$28,102 |
$337,487 |
$365,589 |
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Accounts receivable |
- |
31,544 |
31,544 |
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Due from shareholder |
- |
100,000 |
100,000 |
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Prepaid and other current assets |
28,434 |
485,916 |
514,350 |
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Total Current Assets |
56,536 |
954,947 |
1,011,483 |
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Property and equipment, net |
6,663,958 |
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6,663,958 |
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Goodwill |
958,734 |
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958,734 |
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Investments |
451,257 |
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451,257 |
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Long-term other receivable |
28,133,078 |
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28,133,078 |
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Other assets |
5,432 |
52,642 |
58,074 |
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Total Assets |
$36,268,995 |
$1,007,589 |
$37,276,584 |
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LIABILITIES AND EQUITY |
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Current Liabilities |
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Accounts payable |
$- |
$232,116 |
$232,116 |
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Accrued expenses |
111,867 |
107,459 |
219,326 |
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Other payable |
183,098 |
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183,098 |
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Customer deposits |
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613,760 |
613,760 |
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Total Current Liabilities |
294,965 |
953,335 |
1,248,300 |
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Long-term other payable |
29,469,669 |
20,218 |
29,489,887 |
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Total long term liabilities |
29,764,634 |
973,553 |
30,738187 |
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Stockholders' Equity |
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Common stock,$1 par value;150,000,000 shares authorized, 89877539 shares issued, at June 30, 2015 |
89,877,538 |
100,000 |
89,977,538 |
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Additional paid-in capital |
110,145,249 |
- |
110,145,249 |
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In treasury 79,154,196 shares |
(189,275,446) |
- |
(189,275,446) |
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Outstanding 10,723,343 shares |
10,747,341 |
100,000 |
10,847,341 |
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Less : subscription receivable |
(2,991,621) |
- |
(2,991,621) |
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Accumulated deficit |
(1,057,265) |
(65,964) |
(1,123,229) |
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Accumulated other comprehensive loss |
(181,415) |
- |
(181,415) |
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Total San Lotus Holding Inc. stockholders' equity |
6,517,040 |
34,036 |
6,551,076 |
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Non-controlling interest |
-12,679 |
- |
(12,679) |
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Total Equity |
6,504,361 |
34,036 |
6,538,397 |
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Total Liabilities and Equity |
$36,268,995 |
$1,007,589 |
$37,276,584 |
See accompanying to Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
SAN LOTUS HOLDING INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Six Months Ended June 30, 2015
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San Lotus (Historical) |
XO Experience |
Pro Forma Adjustments |
San Lotus Pro Forma Combined |
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Revenue |
$- |
$1,109,364 |
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$1,109,364 |
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Cost of services |
- |
789,806 |
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789,806 |
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Gross profit |
- |
319,558 |
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319,558 |
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General and administrative expenses |
71,510 |
379,862 |
- |
451,372 |
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Loss from Operations |
(71,510) |
(60,304) |
- |
(131,814) |
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Other income (expenses) |
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Interest income |
3 |
- |
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3 |
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Total other income, net |
3 |
- |
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3 |
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Loss before provision for income taxes |
(71,507) |
(60,304) |
- |
(131,811) |
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Provision for income taxes |
- |
800 |
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800 |
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Net loss |
(71,507) |
(61,104) |
- |
(132,611) |
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Add: net loss attributable to non-controlling interest |
- |
- |
- |
- |
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Net loss attributable to san lotus holding inc. |
(71,507) |
(61,104) |
- |
(132,611) |
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Other comprehensive loss, net of tax |
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Consolidated net loss |
(71,507) |
(61,104) |
- |
(132,611) |
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Foreign currency translation adjustment , net of tax |
37,039 |
- |
- |
37,039 |
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Comprehensive income (loss) |
(34,468) |
(61,104) |
- |
(95,572) |
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Add: comprehensive loss attributable to the non-controlling interest |
- |
- |
- |
- |
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Comprehensive income (loss)attributable to san lotus holding inc. |
$(34,468) |
$-61,104 |
$- |
$-95,572 |
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Net loss per share: |
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Basic and diluted |
$-0.01 |
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$-0.01 |
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Weighted - average shares outstanding |
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Basic and diluted |
10,587,178 |
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10,587,178 |
See accompanying to Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
6
San Lotus Holding, Inc.
Unaudited Pro Forma Combined Financial Information
Introduction
On August 14, 2015, San Lotus Holding, Inc. (the "Company") entered into a stock purchase agreement (the "stock purchase agreement") to purchase XO EXPERIENCE INC. ("XO") from its sole shareholder, ChenTseng, Chih-Ying (the "XO Seller") to acquire 100 percent of the outstanding share of common stock in XO in exchange for US$1 (the "Purchase Price").
The following unaudited pro forma combined balance sheet combines (i) the historical consolidated balance sheets of San Lotus and XO, giving effect to the acquisition as if it had been consummated on June 30, 2015 and (ii) the unaudited pro forma combined statements of operations for the six months ended June 30, 2015 and for the year ended December 31, 2014, giving effect to the acquisition as if it had occurred on January 1, 2014.
The historical consolidated financial statements of San Lotus and XO have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). The historical consolidated financial information has been adjusted to give effect to pro forma events that are (i) directly attributable to the acquisition, (ii) factually supportable, and (iii) with respect to the statement of operations, expected to have a continuing impact on the combined results.
The unaudited pro forma condensed combined financial information is provided for informational purposes only. The unaudited pro forma condensed combined statements of operations are not necessarily indicative of operating results that would have been achieved had the transaction been completed as of January 1, 2014 and does not intend to project the future financial results of San Lotus after the transaction. The unaudited pro forma condensed combined balance sheet does not purport to reflect what San Lotus' financial condition would have been had the transactions closed on June 30, 2015 or for any future or historical period. The unaudited pro forma condensed combined statements of operations and balance sheet are based on certain assumptions, described in the accompanying notes, which management believes are reasonable and do not reflect the cost of any integration activities or the benefits from the acquisition and synergies that may be derived from any integration activities. There is no material transactions between San Lotus and XO during the periods presented in the unaudited condensed combined financial information that would need to be eliminated.
San Lotus Holding, Inc.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 1. Basis of Presentation
On August 14, 2015, San Lotus Holding, Inc. (the "Company") entered into a stock purchase agreement (the "stock purchase agreement") to purchase XO EXPERIENCE INC. ("XO") from its sole shareholder, ChenTseng, Chih-Ying (the "XO Seller") to acquire 100 percent of the outstanding share of common stock in XO in exchange for US$1 (the "Purchase Price").
The accompanying unaudited pro forma condensed combined financial statements present the pro forma combined financial position and results of operations of the combined company based upon the historical financial statements of San Lotus Holding, Inc. and XO Experience Inc. after giving effect to the acquisition and adjustments described in these footnotes, and are intended to reflect the impact of the acquisition on XO.
The accompanying unaudited pro forma combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings, revenue synergies or restructuring costs which may result from the integration of our and Mao Ren's operations.
The unaudited pro forma condensed combined balance sheet reflects the acquisition as if it has been consummated on June 30, 2015. The unaudited pro forma condensed combined statements of operations for six months ended June 30, 2015 and for the year ended December 31, 2014, reflects the acquisition as if it had occurred on January 1, 2014.
Note 2. Pro Forma Adjustments
The pro forma adjustments are based on the best information available and assumptions that management believes are reasonable given the information available. However, such adjustments are subject to change as additional information is obtained.
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(c) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Auditor's Report and the audited financial statements of XO Experience Inc., as of December 31, 2014 and 2013 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SAN LOTUS HOLDING INC.
Dated: October 27, 2015
By: /s/Chen, Li-Hsing
Chen Li-Hsing
President and Chairman of the Board