Attached files
| file | filename |
|---|---|
| EX-2.1 - Gushen, Inc | ex2-1.htm |
| 8-K - Gushen, Inc | form8-k.htm |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On April 27, 2017, the Company, through its subsidiary Gushen Holding Limited (“GHL”), and Greenpro Resources Limited (“Greenpro”), a company incorporated in British Virgin Islands, entered into an Asset Purchase Agreement (the “Agreement”), pursuant to which GHL sold the assets in Gushen Credit Limited (“GCL”), a wholly owned subsidiary of GHL. As consideration thereof, Greenpro agreed to pay for the purchase price of $105,000. The asset disposition was completed on April 27, 2017.
On April 28, 2017, the Company, through its subsidiary GHL, sold Two (2) ordinary shares of GCL to Greenpro, representing 100% of ownership, for a total consideration of $0.26 in cash. The purchase price is determined based on the mutual agreement between GHL and Greenpro. The company starting from April 28, 2017 ceased to carry on money lending business.
The following Unaudited Pro Forma Condensed Consolidated Financial Statements have been derived by the application of adjustments to the Company's historical consolidated financial statements. The Unaudited Pro Forma Condensed Consolidated Statement of Income for the fiscal year ended April 30, 2016 and for the nine months ended January 31, 2017 are presented as if the disposition had occurred on May 1, 2016. The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of January 31, 2017 is presented as if the disposition had occurred on January 31, 2017.
Historical financial information for the fiscal year ended April 30, 2016 has been derived from audited historical consolidated financial statements included in Gushen Inc’s 2016 Annual Report on Form 10-K. Historical financial information for the Company as of and for the nine months ended January 31, 2017 has been derived from unaudited historical consolidated condensed financial statements included in the Company’s Quarterly Report on Form 10-Q.
The unaudited pro forma condensed consolidated balance sheet and condensed consolidated statements of income are provided for informational purposes only and should not be construed to be indicative of the Company’s consolidated financial position or results of operations had the transaction been consummated on the date assumed and do not project the Company’s consolidated financial position or results of operations for any future period or date.
The unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statements of income were derived by adjusting the Company’s historical consolidated financial statements for the deposition of GCL. The unaudited pro forma condensed combined statements of income do not include the impact of any potential cost savings or one-time costs that may result from the disposition.
GUSHEN INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED APRIL 30, 2016
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| As Reported | Pro Forma Adjustments | Pro Forma | ||||||||||
| Revenue | ||||||||||||
| Loan interest income | $ | - | $ | - | $ | - | ||||||
| Service Income | 3,800 | - | 3,800 | |||||||||
| Total Income | 3,800 | - | 3,800 | |||||||||
| Cost of revenue | (1,800 | ) | - | 1,800 | ||||||||
| Gross Profit | 2,000 | - | 2,000 | |||||||||
| Operating expenses | ||||||||||||
| General and Administrative | (34,304 | ) | - | (34,304 | ) | |||||||
| Income Before Income Tax | (32,304 | ) | - | (32,304 | ) | |||||||
| Income tax expense | - | - | ||||||||||
| Net Loss | $ | (32,304 | ) | $ | - | $ | (32,304 | ) | ||||
| Net Loss per share: | ||||||||||||
| Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||||||
| Weighted-average common shares outstanding: | ||||||||||||
| Basic and diluted | 28,959,888 | 28,959,888 | ||||||||||
The accompanying notes are an integral part of this unaudited pro forma consolidated financial statements
GUSHEN INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED JANUARY 31, 2017
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| As Reported | Pro Forma Adjustments | Pro Forma | ||||||||||
| Revenue | ||||||||||||
| Loan interest income | $ | 17,915 | (17,915 | )(a) | $ | 0 | ||||||
| Service Income | 18,556 | (18,556 | )(a) | 0 | ||||||||
| Total Income | 36,471 | (36,471 | ) | 0 | ||||||||
| Cost of revenue | (6,871 | ) | 6,871 | (a) | 0 | |||||||
| Gross Profit | 29,600 | (29,600 | ) | 0 | ||||||||
| Operating expenses | ||||||||||||
| General and Administrative | (486,305 | ) | 471,423 | (b) | (14,882 | ) | ||||||
| Income Before Income Tax | (456,705 | ) | 441,823 | (14,882 | ) | |||||||
| Income tax expense | - | - | - | |||||||||
| Net Loss | $ | (456,705 | ) | $ | 441,823 | $ | (14,882 | ) | ||||
| Net Loss per share: | ||||||||||||
| Basic and diluted | $ | (0.02 | ) | $ | (0.00 | ) | ||||||
| Weighted-average common shares outstanding: | ||||||||||||
| Basic and diluted | 29,018,750 | 29,018,750 | ||||||||||
The accompanying notes are an integral part of this unaudited pro forma consolidated financial statements
GUSHEN INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JANUARY 31, 2017
(Currency expressed in United States Dollars (“US$”), except for number of share)
(Unaudited)
| As Reported | Pro Forma Adjustments | Pro Forma | ||||||||||
| ASSETS | ||||||||||||
| NON-CURRENT ASSETS: | ||||||||||||
| Plant and equipment, net | $ | 133,536 | $ | (133,536 | )(c) | $ | 0 | |||||
| CURRENT ASSETS | ||||||||||||
| Loans receivable | 29,917 | (29,917 | )(d) | 0 | ||||||||
| Amount due from a director | - | 33,003 | (e) | 33,003 | ||||||||
| Due from Gushen Credit Ltd | - | 29,320 | (f) | 29,320 | ||||||||
| Accounts receivable | 18,556 | (18,556 | )(g) | 0 | ||||||||
| Prepayments | 24,182 | (24,182 | )(g) | 0 | ||||||||
| Deposits | 105,787 | (105,787 | )(g) | 0 | ||||||||
| Cash and cash equivalents | 6,341 | (1,201 | )(h) | 5,140 | ||||||||
| Total current assets | 184,783 | (117,320 | ) | 67,463 | ||||||||
| TOTAL ASSETS | $ | 318,319 | $ | (250,856 | ) | $ | 67,463 | |||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
| CURRENT LIABILITIES: | ||||||||||||
| Others payable and accrued liabilities | $ | 86,041 | $ | (86,041 | )(i) | $ | 0 | |||||
| Amount due to a director | 826,845 | (826,845 | )(j) | 0 | ||||||||
| TOTAL LIABILITIES | 912,886 | (912,886 | ) | 0 | ||||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||||||
| Preferred stock, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding | - | - | - | |||||||||
| Common stock, $ 0.0001 par value; 600,000,000 shares authorized; 29,018,750 shares issued and outstanding as of January 31, 2017 | 2,902 | - | 2,902 | |||||||||
| Additional paid-in capital | 113,948 | - | 113,948 | |||||||||
| Accumulated deficit | (711,417 | ) | 662,030 | (k) | (49,387 | ) | ||||||
| TOTAL STOCKHOLDERS’ DEFICIT | (594,567 | ) | 662,030 | 67,463 | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 318,319 | $ | (250,856 | ) | $ | 67,463 | |||||
The accompanying notes are an integral part of this unaudited pro forma consolidated financial statements
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited pro forma condensed consolidated statements of income for the year ended April 30, 2016 and for the nine months ended January 31, 2017 are presented as if the disposition occurred as of May 1, 2016. The unaudited pro forma condensed consolidated balance sheet as of January 31, 2017 is presented as if the disposition occurred on January 31, 2017.
The Unaudited Pro Forma Condensed Combined Financial Statements reflect the following adjustments:
| (a) | Reflect the loan interest income, service income and subcontractor cost that would not have been generated or incurred as if the disposition of GCL had occurred at the beginning of the fiscal year | |
| (b) | Reflect the general and administrative expense of $471,426 incurred by GCL | |
| (c) | Reflect the furniture and fittings, equipment and leasehold improvement owned by GCL | |
| (d) | Reflect the current asset of loans receivable owned by GCL | |
| (e) | Reflect the amount due from a director of $72,659 by the Company minus the amount due to a director of $39,656 by GHL | |
| (f) | Reflect the amount that would have been due from GCL as if the disposition had occurred on January 31, 2017 | |
| (g) | Reflect the current asset of prepayments, accounts receivable and deposits owned by GCL | |
| (h) | Reflect the cash and cash equivalent being held by GCL | |
| (i) | Reflect the current liabilities of others payable and accrued being held by GCL | |
| (j) | Reflect the adjustment to the amount due to directors held by GCL | |
| (k) | Reflect the adjustment to the accumulated deficit made by GCL |