Attached files
Exhibit
99.2
Artistry
Publications Inc.
UNAUDITED
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Basis
of Presentation
The
unaudited pro forma consolidated financial statements of Artistry Publications
INC. (“Artistry” or the “Shell”) in the opinion of management include all
material adjustments directly attributable to the share exchange contemplated by
a share exchange agreement, dated February 12, 2010, among Gold Industry Limited
(“Gold Industry”), the Shell and all of the shareholders of Gold Industries (the
“Share Exchange Agreement”). Pursuant to the Share Exchange Agreement, on
February 12, 2010, the Shell issued to the shareholders of Gold Industry
8,800,000 shares of common stocks at par value $0.001 each in exchange for all
of the issued and outstanding common stock of Gold Industry. Gold Industries
thereby became a wholly owned subsidiary of the Shell. The pro forma
consolidated statement of operations includes the accounts of the Shell and Gold
Industry.
The
statement of operations was prepared as if the above mentioned acquisition of
Gold Industry by the Shell were consummated on December 31, 2009 and the balance
sheet was prepared as if they were consummated on December 31, 2009. These pro
forma consolidated financial statements have been prepared for comparative
purposes only and do not purport to be indicative of the results of operations
which actually would have resulted had the transaction occurred on the dates
indicated and are not necessarily indicative of the results that may be expected
in the future.
1
Artistry Publications
INC.
UNAUDITED PRO FORMA
CONSOLIDATED BALANCE SHEET AS OF December 31, 2009
November
30,
|
December
31,
|
Unaudited
|
||||||||||||
2009
|
2009
|
Pro-forma
|
Pro-forma
|
|||||||||||
Artistry
|
Gold
Industry
|
Adjustment
|
Consolidated
|
Note
|
||||||||||
ASSETS
|
||||||||||||||
Current
Assets:
|
||||||||||||||
Cash
and cash equivalents
|
$ | 362 | $ | 4,608,455 | $ | 4,608,817 | ||||||||
Accounts
receivable
|
499 | - | 499 | |||||||||||
Inventories
|
8,088 | 9,014,045 | 9,022,133 | |||||||||||
Advances
to suppliers
|
- | 21,968 | 21,968 | |||||||||||
Related
part receivable
|
1,174 | 1,174 | ||||||||||||
Other
current assets
|
57,551 | 57,551 | ||||||||||||
Total
current assets
|
8,949 | 13,703,193 | 13,712,142 | |||||||||||
Property,
plant and equipment, net
|
- | 7,348,253 | 7,348,253 | |||||||||||
Other
Non-current assets
|
||||||||||||||
Prepayment
to suppliers
|
- | 8,948,700 | 8,948,700 | |||||||||||
Prepayment
to related party suppliers
|
- | 1,408,320 | 1,408,320 | |||||||||||
Prepaid
Expenses
|
- | 797,865 | 797,865 | |||||||||||
Other
Assets
|
- | 16,584 | 16,584 | |||||||||||
Intangible
assets, net
|
- | 11,937,561 | 11,937,561 | |||||||||||
Total
Non-current assets
|
- | 23,109,030 | 23,109,030 | |||||||||||
TOTAL
ASSETS
|
$ | 8,949 | $ | 44,160,476 | $ | 44,169,425 | ||||||||
LIABILITIES
AND EQUITY
|
||||||||||||||
Current
Liabilities:
|
||||||||||||||
Accounts
payable
|
$ | 9,250 | $ | 103,947 | $ | 113,197 | ||||||||
Welfare
payable
|
- | 97,064 | 97,064 | |||||||||||
Taxes
payable
|
19 | 1,416,638 | 1,416,657 | |||||||||||
Other
accrued payable
|
- | 60,256 | 60,256 | |||||||||||
Short-term
bank loans
|
- | 2,474,829 | 2,474,829 | |||||||||||
Total
current liabilities
|
9,269 | 4,152,734 | 4,162,003 | |||||||||||
Long-Term
Liabilities:
|
||||||||||||||
Deferred
Revenue
|
- | 10,138,267 | 10,138,267 | |||||||||||
Total
liabilities
|
9,269 | 14,291,001 | 14,300,270 | |||||||||||
Commitments
and contingencies
|
||||||||||||||
Equity:
|
||||||||||||||
Common
stock
|
13,075 | 12,100,000 |
(13,075
|
) | 12,100,000 | |||||||||
Preferred
stock
|
- | - | - | |||||||||||
Additional
paid-in capital
|
138,077 | - |
(138,077
|
) | - | |||||||||
Retained
earnings (deficit)
|
(151,472 | ) | 15,878,871 |
151,152
|
15,878,461 | |||||||||
Accumulated
other comprehensive income
|
1,890,604 | 1,890,604 | ||||||||||||
Total
equity
|
(320 | ) | 29,869,475 |
320
|
29,869,475 | |||||||||
TOTAL
LIABILITIES AND EQUITY
|
$ | 8,949 | $ | 44,160,476 | $ | 44,160,476 |
2
Artistry Publications
Inc.
UNAUDITED PRO FORMA
CONSOLIDATED STATEMENTS OF OPERATIONS
For
the fiscal year ended
|
||||||||||||||
August
31,
|
March
31,
|
Unaudited
|
||||||||||||
2009
|
2009
|
Pro-forma
|
Pro-forma
|
|||||||||||
Artistry
|
Gold
Industry
|
Adjustment
|
Consolidated
|
Note
|
||||||||||
Net
sales
|
$ | 4,643 | $ | 18,313,720 | $ | 18,318,363 | ||||||||
Cost
of sales
|
2,925 | 9,938,853 | 9,941,778 | |||||||||||
Gross
profit
|
1,718 | 8,374,867 | 8,376,585 | |||||||||||
Operating
expenses:
|
||||||||||||||
Selling
expenses
|
- | 426,415 | 426,415 | |||||||||||
General
and administrative expenses
|
57,514 | 1,045,060 | 1,102,574 | |||||||||||
57,514 | 1,471,475 | 1,528,989 | ||||||||||||
Income
from operations
|
(55,796 | ) | 6,903,392 | 6,847,596 | ||||||||||
Other
income (expenses):
|
||||||||||||||
Other
income
|
- | 255,893 | 255,893 | |||||||||||
Interest
expense
|
(235,208 | (235,208 | ||||||||||||
Interest
income
|
6,361 | 6,361 | ||||||||||||
Rental
income
|
- | 260,286 | 260,286 | |||||||||||
Non-operating
expenses
|
(3,772 | (3,772 | ||||||||||||
- | 283,560 | 283,560 | ||||||||||||
Income
before provision for income taxes
|
(55,796 | ) | 7,186,952 | 7,131,156 | ||||||||||
Provision
for income taxes
|
- | (1,689,693 | (1,689,693 | |||||||||||
Net
income/ (loss)
|
$ | (55,796 | ) | $ | 5,497,259 | $ | 5,441,463 |
3
Artistry Publications
Inc.
UNAUDITED PRO FORMA
CONSOLIDATED STATEMENTS OF OPERATIONS
For
the three months ended
|
||||||||||||||
November
31,
|
December
31,
|
Unaudited
|
||||||||||||
2009
|
2009
|
Pro-forma
|
Pro-forma
|
|||||||||||
Artistry
|
Gold
|
Adjustment
|
Consolidated
|
Note
|
||||||||||
Net
sales
|
$ | 389 | $ | 11,403,585 | $ | 11,403,974 | ||||||||
Cost
of sales
|
238 | 5,339,808 | 5,340,046 | |||||||||||
Gross
profit
|
151 | 10,679,854 | 10,680,005 | |||||||||||
Operating
expenses:
|
||||||||||||||
Selling
expenses
|
- | 61,641 | 61,641 | |||||||||||
General
and administrative expenses
|
14,554 | 581,557 | 596,111 | |||||||||||
14,554 | 643,198 | 657,752 | ||||||||||||
Income
from operations
|
(14,403 | ) | 10,036,656 | 10,022,253 | ||||||||||
Other
income (expenses):
|
||||||||||||||
Other
income
|
- | 140,824 | 140,824 | |||||||||||
Interest
expense
|
- | (58,759 | (58,759 | |||||||||||
Interest
income
|
- | 2,948 | 2,948 | |||||||||||
Rental
income
|
- | 65,438 | 65,438 | |||||||||||
- | 150,451 | 150,451 | ||||||||||||
Income
before provision for income taxes
|
(14,403 | ) | 5,571,030 | 5,556,627 | ||||||||||
Provision
for income taxes
|
- | (1,414,552 | ) | (1,414,552 | ) | |||||||||
Net
income/ (loss)
|
$ | (14,403 | ) | $ | 4,156,478 | $ | 4,142,075 |
4
Notes to
unaudited pro-forma consolidated financial statements:
1.
|
On
February 12, 2010, Artistry concluded a Share Exchange Agreement
(“Agreement”) with Gold Industry. Prior to the merger, Artisrty was a
corporation with no significant assets and liabilities. As a result of the
Agreement, there was a change in control of the public entity. In
accordance with Accounting Standards Codification subtopic 805-10,
Business Combinations (“ASC 805-10), Gold Industry was the acquiring
entity. While the transaction is accounted for using the purchase method
of accounting, in substance the Agreement is a recapitalization of Gold
Industry’s capital structure. For accounting purposes, the Artistry
accounted for the transaction as a reverse acquisition and Gold Industry
is the surviving entity. The value of the net assets acquired were
deminimis. The Company did not recognize goodwill or any intangible assets
in connection with the transaction. Effective with the Agreement, all
previously outstanding shares of common stock were exchanged for an
aggregate of 8,800,000 shares of the Company’s common stock. In accordance
with the Accounting and Financial Reporting Interpretations and Guidance
prepared by the staff of the U.S. Securities and Exchange Commission,
Artistry (the legal acquirer) is considered the accounting acquiree and
Gold Industry (the legal acquiree) is considered the accounting
acquirer.
The
consolidated financial statements subsequent to the merger of these
entities will in substance be those of Gold Industry, with the assets and
liabilities, and revenues and expenses, of Artistry being included
effective from the date of consummation of Share Exchange Transactions.
Artistry is deemed to be a continuation of business of Gold Industry. The
outstanding common stock of Artistry prior to the Share Exchange
Transactions will be accounting for at their net book value and no
goodwill will be recognized.
|
2.
|
To
reflect the issuance of Artistry’s Common stock, $0.001 par value per
share; 100,000,000 shares authorized; 13,075,000 shares issued and
outstanding in connection with the Share Exchange
Transactions.
|
3.
|
To
reflect the issuance of Gold Industry Limited’s 100,000,000 shares of
common stock, par value of $0.121 per share in connection with the Share
Exchange Transactions.
|
4.
|
The
fiscal year end of Artistry was August 31st
prior to its merger with Gold Industry. The fiscal year end of Gold
Industry is March 31st.
|
5