Attached files
file | filename |
---|---|
8-K/A - Action Acquisition CORP | v207805_8ka.htm |
EX-10.1 - Action Acquisition CORP | v207805_ex10-1.htm |
EX-99.1 - Action Acquisition CORP | v207805_ex99-1.htm |
EX-99.2 - Action Acquisition CORP | v207805_ex99-2.htm |
EX-10.17 - Action Acquisition CORP | v207805_ex10-17.htm |
ORB
AUTOMOTIVE CORPORATION (FORMERLY: ACTION ACQUISITION CORPORATION)
AND GRAND
POWER CAPITAL, INC
Pro forma
Consolidated Balance Sheet
As of
June 30, 2010
(unaudited)
Pro
forma
|
Pro
forma
|
||||||||||||||||
ORB(1)
|
GPC(2)
|
Adjustments
|
Combined
|
||||||||||||||
ASSETS
|
(historical)
|
(historical)
|
|||||||||||||||
CURRENT
ASSETS
|
|||||||||||||||||
Cash
& cash equivalents
|
$ | 1,426 | $ | 215,746 | (1,426 | ) |
(B)
|
$ | 215,746 | ||||||||
Accounts
receivable, net
|
- | 1,280,235 | 1,280,235 | ||||||||||||||
Bills
receivable
|
- | 303,393 | 303,393 | ||||||||||||||
Other
receivables, net
|
- | 237,201 | 237,201 | ||||||||||||||
Deposits
|
- | 10,401 | 10,401 | ||||||||||||||
Prepayment
|
- | 1,108,205 | 1,108,205 | ||||||||||||||
Inventory
|
- | 381,637 | 381,637 | ||||||||||||||
Due
to related party
|
- | 19,818 | 19,818 | ||||||||||||||
Total
current assets
|
1,426 | 3,556,636 | 3,556,636 | ||||||||||||||
PROPERTY
AND EQUIPMENT, net
|
- | 397,142 | 397,142 | ||||||||||||||
TOTAL
ASSETS
|
$ | 1,426 | $ | 3,953,778 | $ | 3,953,778 | |||||||||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||||||||||||
CURRENT
LIABILITIES
|
|||||||||||||||||
Accounts
payable
|
$ | 1,132 | $ | 48,234 | (1,132 | ) |
(B)
|
$ | 48,234 | ||||||||
Accrued
liabilities and other payables
|
- | 21,278 | 21,278 | ||||||||||||||
Payable
to affiliate
|
12,044 | - | (12,044 | ) |
(B)
|
- | |||||||||||
Taxes
payable
|
- | 712,357 | 712,357 | ||||||||||||||
Other
payable to Shenzhen ORB original shareholders
|
- | 393,600 | 393,600 | ||||||||||||||
Total
current liabilities
|
13,176 | 1,175,469 | 1,175,469 | ||||||||||||||
COMMITMENTS
|
|||||||||||||||||
STOCKHOLDERS'
EQUITY
|
|||||||||||||||||
Convertible
preferred stock, $0.000128 par value, 781,250
shares authorized, 98,885 shares issued and outstanding as of
June 30, 2010.
|
- | - | 13 |
(A)
|
13 | ||||||||||||
Common
stock, $0.000384 par value, 100,000,000 shares authorized, 4,883,974
shares issued and outstanding as of June 30, 2010.
|
128 | 100 | 1,647 |
(A)
(B)
|
1,875 | ||||||||||||
Additional
paid in capital
|
6,597 | (100 | ) | (8,385 | ) |
(A)
(B)
|
(1,888 | ) | |||||||||
Statutory
reserve
|
140,590 | 140,590 | |||||||||||||||
Accumulated
other comprehensive income
|
128,249 | 128,249 | |||||||||||||||
Retained
earnings
|
(18,475 | ) | 2,509,470 | 18,475 |
(B)
|
2,509,470 | |||||||||||
Total
stockholders' equity
|
(11,750 | ) | 2,778,309 | 2,778,309 | |||||||||||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 1,426 | $ | 3,953,778 | $ | 3,953,778 |
(1)
|
Source: audited
financial statements of ORB Automotive Corporation (Formerly: Action
Acquisition Corp) as of June 30, 2010 as filed in its Annual Report on
Form 10-K filed with the SEC on November 23,
2010.
|
(2)
|
Source: unaudited
consolidated financial statements of Grand Power Capital, Inc. as of June
30, 2010 in its Current Report on Form 8-K/A filed with the SEC on
December 1, 2010.
|
(A)
|
Issuance
of 10,129,725 ordinary shares and 98,885.37 preference shares to GPC
shareholders, total common shares outstanding after the reverse merger is
14,651,922 (pre-split), 4,883,974 (post-split); total preferred shares
outstanding after the reverse merger is
98,885.37.
|
(B)
|
Elimination
of ORB's capital accounts and accumulated deficit as result of
recapitalization, and reflection of payment of all liabilities of ORB
prior to closing.
|
See
accompanying notes to pro forma combined financial statements
1
ORB
AUTOMOTIVE CORPORATION (FORMERLY: ACTION ACQUISITION CORPORATION)
AND GRAND
POWER CAPITAL, INC
Pro forma
Consolidated Statement of Operations
For the
Six Months Ended June 30, 2010
(unaudited)
Pro
forma
|
Pro
forma
|
|||||||||||||||
ORB
(1)
|
GPC
(2)
|
Adjustments
|
Combined
|
|||||||||||||
(historical)
|
(historical)
|
|||||||||||||||
Net
sales
|
$ | - | $ | 2,362,028 | $ | - | $ | 2,362,028 | ||||||||
Cost
of goods sold
|
- | 1,322,124 | - | 1,322,124 | ||||||||||||
Gross
profit
|
- | 1,039,904 | - | 1,039,904 | ||||||||||||
Operating
expenses
|
||||||||||||||||
Selling
expenses
|
- | 119,998 | - | 119,998 | ||||||||||||
General
and administrative expenses
|
833 | 182,222 | - | 183,055 | ||||||||||||
Total
operating expenses
|
833 | 302,220 | - | 303,053 | ||||||||||||
Income
from operations
|
(833 | ) | 737,684 | - | 736,851 | |||||||||||
Non-operating
income (expenses)
|
||||||||||||||||
Interest
income
|
- | 1,663 | - | 1,663 | ||||||||||||
Other
expenses
|
- | - | - | - | ||||||||||||
- | - | |||||||||||||||
Total
non-operating expenses, net
|
- | 1,663 | - | 1,663 | ||||||||||||
Income
before income tax
|
(833 | ) | 739,347 | - | 738,514 | |||||||||||
Income
tax expense
|
- | 158,177 | - | 158,177 | ||||||||||||
Net
income
|
$ | (833 | ) | $ | 581,170 | $ | - | $ | 580,337 | |||||||
Earnings
per share
|
$ | 0.12 | ||||||||||||||
Weighted
average shares outstanding
|
4,883,974 |
(1)
|
Source: audited
financial statements of ORB Automotive Corporation (Formerly:
Action Acquisition Corp) as of June 30, 2010 as filed in its Annual Report
on Form 10-K filed with the SEC on November 23, 2010; and as of December
31, 2009 as filed in its Quarterly Report on Form 10-Q filed with SEC on
February 19, 2010.
|
(2)
|
Source: unaudited
consolidated financial statements of Grand Power Capital, Inc. as of June
30, 2010 in its Current Report on Form 8-K/A filed with the SEC on
December 1, 2010.
|
See
accompanying notes to pro forma combined financial statements
2
ORB
AUTOMOTIVE CORPORATION (FORMERLY: ACTION ACQUISITION CORPORATION)
AND GRAND
POWER CAPITAL, INC
Pro forma
Consolidated Statement of Operations
For the
Year Ended December 31, 2009
(unaudited)
Pro
forma
|
Pro
forma
|
|||||||||||||||
ORB
(1)
|
GPC
(2)
|
Adjustments
|
Combined
|
|||||||||||||
(historical)
|
(historical)
|
|||||||||||||||
Net
sales
|
$ | - | $ | 4,306,946 | $ | - | $ | 4,306,946 | ||||||||
Cost
of goods sold
|
- | 2,287,228 | - | 2,287,228 | ||||||||||||
Gross
profit
|
2,019,718 | - | 2,019,718 | |||||||||||||
Operating
expenses
|
||||||||||||||||
Selling
expenses
|
- | 221,182 | - | 221,182 | ||||||||||||
General
and administrative expenses
|
3,243 | 196,897 | - | 200,140 | ||||||||||||
Research
and development expense
|
- | 89,766 | - | 89,766 | ||||||||||||
Total
operating expenses
|
3,243 | 507,845 | - | 511,088 | ||||||||||||
Income
from operations
|
(3,243 | ) | 1,511,873 | - | 1,508,630 | |||||||||||
Non-operating
income (expenses)
|
||||||||||||||||
Interest
income
|
- | 683 | - | 683 | ||||||||||||
Other
income
|
- | 286 | - | 286 | ||||||||||||
Other
expenses
|
- | (2,092 | ) | - | (2,092 | ) | ||||||||||
Total
non-operating expenses, net
|
- | (1,123 | ) | - | (1,123 | ) | ||||||||||
Income
before income tax
|
(3,243 | ) | 1,510,750 | - | 1,507,507 | |||||||||||
Income
tax expense
|
- | 306,626 | - | $ | 306,626 | |||||||||||
Net
income
|
$ | (3,243 | ) | $ | 1,204,124 | $ | - | $ | 1,200,881 | |||||||
Earnings
per share
|
$ | 0.25 | ||||||||||||||
Weighted
average shares outstanding
|
4,883,974 |
(1)
|
Source: audited
financial statements of ORB Automotive Corporation (Formerly:
Action Acquisition Corp) as of June 30, 2009 as filed in its Annual Report
on Form 10-K filed with the
SEC on October 8, 2009; and as of December 31, 2008 as filed in its
Quarterly Report on Form 10-Q filed with SEC on February 23, 2009; and as
of December 31, 2009
as filed in its Quarterly Report on Form 10-Q filed with SEC on February
19, 2010.
|
(2)
|
Source: audited
combined financial statements of Grand Power Capital, Inc. and
Shenzhen ORB-FT New Materials Co., Ltd. as of December 31, 2009 in
this Current Report on Form
8-K/A.
|
See
accompanying notes to pro forma combined financial statements
3
ORB
Automotive Corporation (Formerly: Action Acquisition Corporation)
and
Grand
Power Capital, Inc.
Notes
to Pro forma Consolidated Financial Statements
NOTE 1 -
BASIS OF PRESENTATION
Pursuant
to a share exchange agreement dated September 10, 2010, between ORB Automotive
Corporation ("ORB" or “Company”), formerly known as Action Acquisition
Corporation, and Grand Power Capital, Inc. ("GPC"). ORB issued 10,129,725
(pre-split) ordinary shares and 98,885.37 preference shares to GPC shareholders.
On November 3, 2010, ORB effected a 1 for 3 consolidation of the Company’s
issued and outstanding ordinary shares and increased the amount of
the Company’s authorized ordinary shares from 39,062,500 shares to 100,000,000
shares. As a result of the consolidation and increase in share
capital, the par value of the Company’s ordinary shares changed from $0.000128
per share to $0.000384 per share. As of September 30, 2010, there were
14,651,922 (pre-split) ordinary shares outstanding and 98,885.37 preference
shares outstanding. As a result of the reverse split, the
total common shares outstanding after the reverse merge is
4,883,974 (post-split).
The
accompanying pro forma consolidated balance sheet presents the accounts of ORB
and GPC as if the acquisition of GPC by ORB occurred on June 30, 2010. The
accompanying pro forma consolidated statements of operations present the
accounts of ORB and GPC for the year ended December 31, 2009 and for the six
months ended June 30, 2010 as if the acquisition occurred on January 1, 2009 for
statement of operations purpose. For accounting purposes, the transaction is
being accounted for as a recapitalization of GPC as GPC’s shareholders will own
the majority of the shares and will exercise significant influence over the
operating and financial policies of the consolidated entity.
The
following adjustments would be required if the acquisition occurred as indicated
above:
a.
|
Recapitalization
of GPC to account for the issuance:
|
●
|
of an aggregate of 10,129,725
(pre-split) ordinary shares and 98,885.37 preference shares to GPC
shareholders, and
|
●
|
the
total issued and outstanding common shares after the reverse merger were
4,883,974 (post-split).
|
b.
|
Elimination
of ORB's capital accounts and accumulated deficit as result of
recapitalization, and reflection of payment of all liabilities of ORB
prior to closing.
|
4