Attached files
| file | filename |
|---|---|
| EX-10.7 - CONSULTING AGREEMENT WITH KAZI SHAHID - COFFEESMITHS COLLECTIVE, INC. | fwfh_ex107.htm |
| EX-23 - CONSENT OF GREEN & COMPANY - COFFEESMITHS COLLECTIVE, INC. | fwfh_ex23.htm |
| EX-10.6 - EMPLOYMENT AGREEMENT WITH ASHLEY LOPEZ - COFFEESMITHS COLLECTIVE, INC. | fwfh_ex106.htm |
| 8-K/A - FORM 8-K/A - COFFEESMITHS COLLECTIVE, INC. | fwfh_8ka.htm |
EXHIBIT 99.1
UNAUDITED PRO-FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Basis of Presentation
The Unaudited Pro-Forma Condensed Combined Financial Statements reflect the combined financial statements after giving effect to the merger. The Unaudited Pro-Forma Condensed Combined Financial Statements should be read in conjunction with Department of Coffee and Social Affairs Ltd.’s historical consolidated financial statements and accompanying notes as of and for the year ended August 31, 2016 and as of and for the period ended August 31, 2016 for DOCASA, Inc.’s historical financial statements and accompanying notes as of and for the period ended August 31, 2016.
The Unaudited Pro-Forma Condensed Combined Statements of Operations and Comprehensive Income give effect to the merger as if it had been consummated on September 1, 2015, the beginning of the earliest period presented. The Unaudited Pro-Forma Condensed Combined Balance Sheet assumes the merger had been consummated on the balance sheet date of August 31, 2016.
The pro-forma adjustments are preliminary and may be revised. There can be no assurance that such revisions will not result in material changes.
The Unaudited Pro-Forma Condensed Combined Financial Statements are provided for informational purposes only. The pro-forma information provided is not necessarily indicative of what the combined company’s financial position and results of operations would have actually been had the merger been completed on the dates used to prepare these pro-forma financial statements. In addition, the Unaudited Pro-Forma Condensed Combined Financial Statements do not purport to project the future financial position or results of operations of the merged companies.
These Unaudited Pro-Forma Condensed Combined Financial Statements do not give effect to any synergies, operating efficiencies or cost savings that may be associated with the transaction. These financial statements also do not include any integration costs the companies may incur related to the merger as part of combining the operations of the companies. Costs for planning for the integration will be incurred prior to the effective time of the merger, and a substantial portion of the remainder of these costs will be incurred over the year following the merger. In general, these costs will be recorded as expenses when incurred and are non-recurring.
| 1 |
UNAUDITED PRO-FORMA CONDENSED COMBINED BALANCE SHEETS | ||||||||||||||||
As of August 31, 2016 | ||||||||||||||||
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| DOCASA |
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| DEPT-UK |
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| Adjmts. |
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| Combined |
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| ASSETS |
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| Current assets: |
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Cash |
| $ | - |
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| $ | 91,137 |
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| $ | - |
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| $ | 91,137 |
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Accounts receivable, net |
|
| - |
|
|
| 368,807 |
|
|
| - |
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|
| 368,807 |
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Other receivables |
|
| - |
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|
| 113,994 |
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|
| - |
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|
| 113,994 |
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Prepaid expenses |
|
| - |
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|
| 190,249 |
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|
| - |
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| 190,249 |
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Inventory |
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| 731 |
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|
| 40,323 |
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|
| - |
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| 41,054 |
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Total current assets |
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| 731 |
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|
| 804,510 |
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|
| - |
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| 805,241 |
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| Fixed assets, net |
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| - |
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| 674,627 |
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|
| - |
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| 674,627 |
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| Intangible assets, net |
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| - |
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| 9,065 |
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|
| - |
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| 9,065 |
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| Other receivables |
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| - |
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| 39,540 |
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|
| - |
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| 39,540 |
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| Investments |
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| - |
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| 1,318 |
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|
| - |
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| 1,318 |
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| Deposits |
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| - |
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| 57,311 |
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|
| - |
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| 57,311 |
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Total assets |
| $ | 731 |
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| $ | 1,586,371 |
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| $ | - |
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| $ | 1,587,102 |
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| LIABILITIES AND STOCKHOLDERS' EQUITY |
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| Current liabilities: |
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Notes payable |
| $ | 32,547 |
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| $ | 18,368 |
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| $ | - |
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| $ | 50,915 |
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Accounts payable |
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| 6,043 |
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| 610,101 |
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|
| - |
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| 616,144 |
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Accrued expenses |
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| 8,500 |
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| 95,226 |
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|
| - |
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| 103,726 |
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Taxes payable |
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| - |
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| 73,091 |
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|
| - |
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| 73,091 |
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Deferred revenue |
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| - |
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| 6,557 |
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| - |
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| 6,557 |
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Total current liabilities |
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| 47,090 |
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|
| 803,343 |
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| - |
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| 850,433 |
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| Non-current liabilities: |
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Notes payable |
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| - |
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| 209,797 |
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| - |
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| 209,797 |
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Other long-term liabilities |
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| - |
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| 23,168 |
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| - |
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| 23,168 |
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Total long-term liabilities |
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| - |
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| 232,965 |
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|
| - |
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| 232,965 |
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Total liabilities |
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| 47,090 |
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| 1,036,308 |
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|
| - |
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| 1,083,398 |
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| Shareholders' equity: |
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Common stock, $0.001 par value, 250,000,000 shares authorized, 146,800,000 shares issued, issuable, and outstanding at November 30, 2016 and August 31, 2016, respectively |
|
| 151,800 |
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| - |
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| - |
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| 151,800 |
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Additional paid-in capital |
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| (132,210 | ) |
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| - |
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| 629,836 |
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| 497,626 |
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Class A ordinary shares (25,000,000 shares authorized, £1 par value, 243,800 and 243,800 shares issued and outstanding as of November 30, 2016 and August 31, 2016, respectively) |
|
| - |
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| 389,730 |
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| (389,730 | ) |
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| - |
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Class B ordinary shares (10,000,000 shares authorized, £1 par value, 0 and 0 shares issued and outstanding as of November 30, 2016 and August 31, 2016, respectively) |
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| - |
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| - |
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| - |
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| - |
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Preference shares (25,000,000 shares authorized, £1 par value, 870,826 and 0 shares issued and outstanding as of November 30, 2016 and August 31, 2016, respectively) |
|
| - |
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| 1,154,127 |
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| - |
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| 1,154,127 |
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Share premium |
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| - |
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| 193,540 |
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| (193,540 | ) |
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| - |
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Accumulated other comprehensive income |
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| - |
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| 153,187 |
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| - |
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| 153,187 |
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Accumulated deficit |
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| (65,949 | ) |
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| (1,340,521 | ) |
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| (46,566 | ) |
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| (1,453,036 | ) |
Total shareholders' equity |
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| (46,359 | ) |
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| 550,063 |
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| - |
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| 503,704 |
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Total liabilities and shareholders' equity |
| $ | 731 |
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| $ | 1,586,371 |
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| $ | - |
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| $ | 1,587,102 |
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| 2 |
UNAUDITED PRO-FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME | ||||||||||||||||
For the Year Ended August 31, 2016 | ||||||||||||||||
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| DOCASA |
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| DEPT-UK |
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| Adjmts. |
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| Combined |
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| Revenue, net |
| $ | - |
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| $ | 3,542,489 |
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| $ | - |
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| $ | 3,542,489 |
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| Revenue, net, to related parties |
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| - |
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| 327,028 |
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| - |
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| 327,028 |
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| Total revenue |
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| - |
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| 3,869,517 |
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| - |
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| 3,869,517 |
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| Operating expenses |
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Direct costs of revenue |
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| - |
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| 2,458,240 |
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| - |
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| 2,458,240 |
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Professional fees |
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| - |
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| 83,401 |
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| - |
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| 83,401 |
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Rent |
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| - |
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| 418,193 |
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| - |
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| 418,193 |
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Depreciation and amortization |
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| - |
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| 139,837 |
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| - |
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| 139,837 |
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Property taxes |
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| - |
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| 169,940 |
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| - |
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| 169,940 |
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Other general and administrative expenses |
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| 12,221 |
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| 566,871 |
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| - |
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| 579,092 |
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| Operating income (loss) |
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| (12,221 | ) |
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| 33,035 |
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| - |
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| 20,814 |
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| Other income (expense) |
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Interest expense |
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| - |
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| (5,710 | ) |
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| - |
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|
| - | |
Impairment expense |
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| - |
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| - |
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|
| - |
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| (5,710 | ) |
Net loss |
| $ | (12,221 | ) |
| $ | 27,325 |
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| $ | (46,566 | ) |
| $ | (31,462 | ) |
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| Net loss |
| $ | (12,221 | ) |
| $ | 27,325 |
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| $ | (46,566 | ) |
| $ | (31,462 | ) |
| Foreign currency translation loss |
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| - |
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| 94,785 |
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| - |
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| 94,785 |
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| Total comprehensive income (loss) |
| $ | (12,221 | ) |
| $ | 122,110 |
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| $ | (46,566 | ) |
| $ | 63,323 |
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Net income (loss) per share - basic and diluted |
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| $ | 0.00 |
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| $ | 0.00 |
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| Weighted average number of shares outstanding - basic and diluted |
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| 151,800,000 |
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| - |
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| 151,800,000 |
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| 3 |
NOTES TO THE UNAUDITED PRO-FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The effective date of the merger is assumed to be August 31, 2016 for purposes of preparing the Unaudited Pro-Forma Condensed Combined Balance Sheet as of August 31, 2016. The effective date of the merger is assumed to be September 1, 2015 for purposes of preparing the Unaudited Pro-Forma Condensed Combined Statement of Operations. These unaudited pro-forma condensed combined financial statements may require additional pro-forma adjustments including. Such additional pro-forma adjustments may be material to the currently presented pro-forma financial statements.
Pro-Forma Adjustments
(a) Stockholders’ Equity
The pro-forma adjustment to stockholders’ equity on the Unaudited Pro-Forma Condensed Combined Balance Sheet as of August 31, 2016 reflects the elimination of securities used for the acquisition.
4 |