Attached files
file | filename |
---|---|
EX-23.1 - AUDITORS' CONSENT - Surna Inc. | surna_ex23.htm |
EX-99.2 - PRO FORMA FINANCIAL STATEMENTS - Surna Inc. | surna_ex992.htm |
8-K/A - AMENDED CURRENT REPORT - Surna Inc. | surna_8k.htm |
Exhibit 99.1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Surna Media Inc.
(A Development Stage Company)
Hong Kong, China
We have audited the accompanying consolidated balance sheet of Surna Media Inc. and its subsidiaries (collectively, the Company) as of December 31, 2010 and the related consolidated statements of operations, cash flows and changes in stockholders equity (deficit) for the years ended December 31, 2010 and for the period from June 14, 2010 (inception) through December 31, 2010. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Surna Media Inc. and its subsidiaries, as of December 31, 2010 and the results of their operations and their cash flows for the years ended December 31, 2010 and for the period from June 14, 2010 (inception) through December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Surna Media Inc. will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered losses from operations which raise substantial doubt about its ability to continue as a going concern. Managements plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
February 15, 2012
F1
SURNA MEDIA INC. (a development stage company) | ||||||
Consolidated Balance Sheets | ||||||
(U.S. Dollars) | ||||||
|
| June 30, |
| December 31, | ||
|
| 2011 |
| 2010 | ||
|
| (unaudited) |
|
| ||
ASSETS |
|
|
|
| ||
Current Assets |
|
|
|
| ||
| Cash | $ | 14,484 | $ | 158 | |
|
| Total Current Assets |
| 14,484 |
| 158 |
|
|
|
|
| ||
TOTAL ASSETS | $ | 14,484 | $ | 158 | ||
|
|
|
|
| ||
LIABILITIES AND STOCKHOLDERS DEFICIT |
|
|
|
| ||
CURRENT LIABILITIES |
|
|
|
| ||
| Accrued liabilities | $ | 3,770 | $ | - | |
| Amounts due to related parties |
| 1,198,470 |
| 97,387 | |
| Total Current Liabilities |
| 1,202,240 |
| 97,387 | |
TOTAL LIABILITIES |
| 1,202,240 |
| 97,387 | ||
|
|
|
|
| ||
STOCKHOLDERS DEFICIT |
|
|
|
| ||
| Common stock, $1 par value; 50,000 shares authorized, 525 and 100 shares issued and outstanding as of June 30, 2011 and December 31, 2010, respectively |
| 525 |
| 100 | |
| Accumulated other comprehensive loss |
| (472) |
| - | |
| Deficit accumulated during the development stage |
| (1,187,809) |
| (97,329) | |
|
| Total Stockholders Deficit |
| (1,187,756) |
| (97,229) |
|
|
|
|
| ||
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | $ | 14,484 | $ | 158 |
The accompanying notes are an integral part of these financial statements
F2
SURNA MEDIA INC. (a development stage company) | ||||||||
Consolidated Statements of Operations and Other Comprehensive Income (U.S. Dollars) | ||||||||
| ||||||||
|
| Six months ended June 30, 2011 |
| June 14, 2010 (inception) to June 30, 2010 |
| June 14, 2010 (inception) to December 31, 2010 |
| June 14, 2010 (inception) to June 30, 2011 |
|
| (unaudited) |
| (unaudited) |
|
|
| (unaudited) |
|
|
|
|
|
|
|
|
|
General and Administrative expenses | $ | 1,090,480 | $ | 280 | $ | 97,329 | $ | 1,187,809 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| 1,090,480 |
| 280 |
| 97,329 |
| 1,187,809 |
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
| 472 |
| - |
| - |
| 472 |
|
|
|
|
|
|
|
|
|
Comprehensive loss | $ | 1,090,952 | $ | 280 | $ | 97,329 | $ | 1,188,281 |
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per share | $ | 10,187 | $ | - | $ | 3,244 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding, basic and diluted |
| 107 |
| - |
| 30 |
|
|
The accompanying notes are an integral part of these financial statements
F3
SURNA MEDIA INC. (a development stage company) Consolidated Statement of Changes in Stockholders Deficit (U.S. Dollars) | ||||||||||
| Common Stock |
|
| Accumulated |
| Accumulated Other |
| Total | ||
| Shares |
| Amount |
|
| Deficit |
| Comprehensive Income (loss) |
| Stockholders Deficit |
|
|
|
|
|
|
|
|
|
|
|
Balance, June 14, 2010 (inception) | - | $ | - |
| $ | - | $ | - | $ | - |
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash | 100 |
| 100 |
|
| - |
| - |
| 100 |
Net loss for the period from June 14, 2010 (Inception) to December 31, 2010 | - |
| - |
|
| (97,329) |
| - |
| (97,329) |
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2010 (audited) | 100 |
| 100 |
|
| (97,329) |
| - |
| (97,229) |
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash | 425 |
| 425 |
|
| - |
| - |
| 425 |
|
|
|
|
|
|
|
|
|
|
|
Accumulative other comprehensive loss | - |
| - |
|
| - |
| (472) |
| (472) |
|
|
|
|
|
|
|
|
|
|
|
Net loss for the six months ended June 30, 2011 | - |
| - |
|
| (1,090,480) |
| - |
| (1,090,480) |
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2011(unaudited) | 525 | $ | 525 |
| $ | (1,187,809) | $ | (472) | $ | (1,187,756) |
The accompanying notes are an integral part of these financial statements
F4
SURNA MEDIA INC. (a development stage company) | ||||||||||||
Consolidated Statements of Cash Flows (U.S. Dollars) | ||||||||||||
|
|
|
|
|
|
|
|
| ||||
|
| Six months ended June 30, 2011 |
| June 14, 2010 (inception) to June 30, 2010 |
| June 14, 2010 (inception) to December 31, 2010 |
| June 14, 2010 (inception) to June 30, 2011 | ||||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
| ||||
| Net loss | $ | (1,090,480) | $ | (280) | $ | (97,329) | $ | (1,187,809) | |||
| Adjustments to reconcile net loss to cash used by operating activities: |
| - |
| - |
| - |
| - | |||
| Changes in operating liabilities: |
|
|
|
|
|
|
|
| |||
| Accrued liabilities |
| 3,770 |
| 58 |
| - |
| 3,770 | |||
| Amount due to related party |
| 1,101,083 |
| 222 |
| 97,387 |
| 1,198,470 | |||
Net cash provided by operating activities |
| 14,373 |
| - |
| 58 |
| 14,431 | ||||
|
|
|
|
|
|
|
|
| ||||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
| ||||
| Proceeds from common stock issued |
| 425 |
| - |
| 100 |
| 525 | |||
Cash flows provided by financing activities |
| 425 |
| - |
| 100 |
| 525 | ||||
|
|
|
|
|
|
|
|
| ||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS |
| (472) |
| - |
| - |
| (472) | ||||
|
|
|
|
|
|
|
|
| ||||
Net increase in cash |
| 14,326 |
| - |
| 158 |
| 14,484 | ||||
Cash, beginning of period |
| 158 |
| - |
| - |
| - | ||||
Cash, end of period | $ | 14,484 | $ | - | $ | 158 | $ | 14,484 |
The accompanying notes are an integral part of these financial statements
F5
SURNA MEDIA INC.
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2010 and the six months ended June 30, 2011
1. ORGANIZATION AND DESCRIPTION OF BUSINESS ORGANIZATION
Surna Hongkong Limited (Surna HK) was incorporated in Hong Kong on June 14, 2010 by Taeping Limited, a Hong Kong company owned by Lim Clarke & Co Limited.
Surna Media Inc. (we, our, Surna Media or the Company) was incorporated in the British Virgin Islands (BVI) on October 29, 2010 also by Lim Clarke & Co Limited. The principal activity of the Company is media and investment.
Surna Media acquired 100% of Surna HK on March 7, 2011.
Surna HK also owns 100% ownership interest in Flying Cloud Information Technology Co. Ltd. (referred to herein as Flying Cloud) which was established as a wholly-owned foreign entity under the laws of the Peoples Republic of China (PRC) on April 2, 2011 by Surna HK. The business of Flying Cloud includes the development and maintenance of computer network technology applications, and computer hardware, software and e-commerce technology. The principal activities of Flying Cloud are research, development, commercialization, manufacture and sale of information technology products and providing internet services.
Development Stage Company - Surna Media is considered to be in the development stage and has had no commercial revenues to date. The Company is still devoting substantially all of its efforts on game development activities.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the Companys accounts and those of its wholly-owned subsidiaries. Upon consolidation, all significant intercompany accounts and transactions are eliminated.
Surna HK and Flying Cloud were combined as of the purchase date by Surna Media under the purchase method of accounting. Flying Cloud had nominal operations up to that point.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
F6
Foreign currency translation
The functional currency of the Company is the United States Dollars (USD). The functional currency of the Companys operating subsidiary, Surna HK, is the Hong Kong Dollar (HKD).The functional currency of the Surna HKs operating subsidiary in PRC, Flying Cloud, is the Renminbi (RMB), the PRCs currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods.
For financial reporting purposes, the consolidated financial statements of the Company are translated into the Companys reporting currency, United States Dollars (USD). Balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using the average exchange rate prevailing during the reporting period.
Adjustments resulting from the translation, if any, are included in accumulated other comprehensive income (loss) in stockholders equity.
The exchange rates used for foreign currency translation were as follows (USD$1 = HKD):
Period Covered |
| Balance Sheet Date Exchange Rates |
| Year to Date Average Exchange Rates |
|
|
|
|
|
Year ended December 31, 2010 |
| 7.8 |
| 7.8 |
Six months ended June 30, 2011 |
| 7.8 |
| 7.8 |
The exchange rates used for foreign currency translation were as follows (USD$1 = RMB):
Period Covered |
| Balance Sheet Date Exchange Rates |
| Year to Date Average Exchange Rates |
|
|
|
|
|
Six months ended June 30, 2011 |
| 6.4641 |
| 6.4935 |
Cash and cash equivalents
The Company considers all certificates of deposit, money market accounts, and investment grade commercial paper that are readily convertible into cash and purchased with original maturities of three months or less to be cash equivalents. At June 30, 2011 and December 31, 2010 the Company held no cash equivalents. The Company maintains cash balances at an institution that is insured by the Federal Deposit insurance Corporation up to $250,000. No amounts were in excess of the federally insured program limits for the six months ended June 30, 2011 or the year ended December 31, 2010. None of the Companys cash balance is restricted as to withdrawal.
F7
Fair Value Measurements
The carrying value of financial instruments, including cash and cash equivalents, accrued liabilities, and accounts payable approximate fair value because of the short maturity of these instruments. The carrying amount of amounts due to related party approximates fair value primarily because all amounts due to related parties are due on demand and considered short term.
Basic and Diluted Net Loss per Common Share
Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
Income Taxes
The Company accounts for income taxes using the asset and liability approach for financial accounting and reporting for income taxes and recognizes and measures deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.
Comprehensive income
The Company has adopted ASC 220, Comprehensive Income, which establishes standards for reporting and display of comprehensive income (loss), its components and accumulated balances. Components of comprehensive income (loss) include net income (loss) and foreign currency translation adjustments.
Commitments and contingencies
In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, environment liability and tax matters.
An accrual for a loss contingency is recognized when it is probable that an asset had been impaired or a liability had been incurred and the amount of loss can be reasonably estimated.
Recently issued accounting standards
We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
F8
3. GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company currently has working capital deficit, no sources of recurring revenue and has generated cumulative net losses of $418,578 during the period from June 14, 2010 (inception) through June 30, 2011.
In the course of its development activities, the Company has sustained and continues to sustain losses. The Company cannot predict if and when the Company will generate profits. The Company expects to finance its operations primarily through debt or equity financing.
These conditions raise substantial doubt about the Companys ability to continue as a going concern. The Companys continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required until such time as it can generate sources of recurring revenues and to ultimately attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
4. SIGNIFICANT CONCENTRATIONS, RISKS AND UNCERTAINTIES
The majority of the Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC's economy.
The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
5. ACQUISITION OF GAME UNDER DEVELOPMENT
On May 1, 2011, a set of online game software named Demon Immortal was transferred from Kopere Limited to Surna HK. Kopere is majority-owned by Cherry Ping Wai Lim. Therefore, Kopere is related to but only at 50% common control with Surna HK.
The transfer price of Demon Immortal was agreed at $769,231 (6 million HKD), which is shown as an amount due to a related party and corresponding compensation expense.
6. COMMON STOCK
On November 1, 2010, the Company received $100 for the sale of 100 common shares at $1 per share. On June 27, 2011, the Company received $425 for the sale of 425 common shares at $1 per share.
7. RELATED PARTY TRANSACTIONS
As of June 30, 2011 and December 31, 2010, the Company had a balance due to related parties of $1,198,470 and $97,387, respectively. This advance is from the Companys directors which is non-interest bearing, unsecured and due on demand.
F9
8. SUBSEQUENT EVENTS
On September 1, 2011, pursuant to a Share Exchange Agreement entered into on August 10, 2011, Surna Inc., a publicly reporting Nevada corporation, acquired the Company in exchange for the issuance of 20,000,000 common shares to Lim Clarke & Co Limited, a company owned and controlled by Cherry Ping-Wai Lim and Richard George Clarke. The merger will be accounted for as among entities under common control.
F10