Attached files
| file | filename |
|---|---|
| 8-K/A - RAYONT INC. | form8-ka.htm |
| EX-99.2 - RAYONT INC. | ex99-2.htm |
| EX-99.1 - RAYONT INC. | ex99-1.htm |
EXHIBIT 99.3
RAYONT INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2020
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
Rayont Group # | Prema Life | GGLG | Total | Pro
Forma Adjustments (Note 3) | Pro
Forma Combined | |||||||||||||||||||
| USD | USD | USD | USD | USD | USD | |||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||
| CURRENT ASSETS | ||||||||||||||||||||||||
| Cash and bank balances | $ | 39,255 | $ | 108,590 | $ | 2,134 | $ | 149,979 | $ | 149,979 | ||||||||||||||
| Amount due from related parties | 545,061 | 293,815 | - | 838,876 | (823,996 | ) | 14,880 | |||||||||||||||||
| Other receivables, deposits and prepayments | 96,112 | - | - | 96,112 | 96,112 | |||||||||||||||||||
| Trade receivables | 75,093 | 166,606 | 4,268 | 245,967 | 245,967 | |||||||||||||||||||
| Inventories | - | 490,183 | - | 490,183 | 490,183 | |||||||||||||||||||
| Total current assets | 755,521 | 1,059,194 | 6,402 | 1,821,117 | (823,996 | ) | 997,121 | |||||||||||||||||
| NON-CURRENT ASSETS | ||||||||||||||||||||||||
| Plant and equipment, net | 893,516 | - | 642,726 | 1,536,242 | 1,536,242 | |||||||||||||||||||
| Intangible assets | 2,466,157 | - | - | 2,466,157 | 2,466,157 | |||||||||||||||||||
| Total non-current assets | 3,359,673 | - | 642,726 | 4,002,399 | 4,002,399 | |||||||||||||||||||
| TOTAL ASSETS | $ | 4,115,194 | $ | 1,059,194 | $ | 649,128 | $ | 5,823,516 | (823,996 | ) | $ | 4,999,520 | ||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||||
| CURRENT LIABILITIES | ||||||||||||||||||||||||
| Trade payables | $ | - | $ | 107,652 | $ | - | $ | 107,652 | $ | 107,652 | ||||||||||||||
| Amount due to related parties | 5,190 | - | 25,560 | 30,750 | 580,360 | 611,110 | ||||||||||||||||||
| Other payables and accrued liabilities | 313,367 | 166,180 | 9,781 | 489,328 | 489,328 | |||||||||||||||||||
| Loan payable | 268,275 | - | 508,760 | 777,035 | (268,255 | ) | 508,780 | |||||||||||||||||
| Finance lease | - | - | 8,076 | 8,076 | 8,076 | |||||||||||||||||||
| Total current liabilities | 586,832 | 273,832 | 552,177 | 1,412,841 | 312,105 | 1,724,946 | ||||||||||||||||||
| NON-CURRENT LIABILITIES | ||||||||||||||||||||||||
| Finance lease | - | - | 24,696 | 24,696 | 24,696 | |||||||||||||||||||
| Loan payable | - | 192,712 | - | 192,712 | 192,712 | |||||||||||||||||||
| Total non-current liabilities | - | 192,712 | 24,696 | 217,408 | 217,408 | |||||||||||||||||||
| TOTAL LIABILITIES | $ | 586,832 | $ | 466,544 | $ | 576,873 | $ | 1,630,249 | 312,105 | $ | 1,942,354 | |||||||||||||
| STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||||
| Stockholders’ equity | $ | 46,695 | $ | 1,410,998 | $ | 791,745 | $ | 2,249,438 | (2,202,743 | ) | $ | 46,695 | ||||||||||||
| Additional paid-in capital | 7,249,626 | - | - | 7,249,626 | (471,196 | ) | 6,778,430 | |||||||||||||||||
| Stock subscription receivables | (72,774 | ) | - | - | (72,774 | ) | - | (72,774 | ) | |||||||||||||||
| Capital loss reserve | - | - | (397,108 | ) | (397,108 | ) | 397,108 | - | ||||||||||||||||
| Accumulated losses | (3,686,465 | ) | (823,043 | ) | (310,091 | ) | (4,819,599 | ) | 1,133,134 | (3,686,465 | ) | |||||||||||||
| Other comprehensive income/(losses) | (8,720 | ) | 4,695 | (12,291 | ) | (16,316 | ) | 7,596 | (8,720 | ) | ||||||||||||||
| TOTAL STOCKHOLDERS’ EQUITY | 3,528,362 | 592,650 | 72,255 | 4,193,267 | (1,136,101 | ) | 3,057,166 | |||||||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 4,115,194 | $ | 1,059,194 | $ | 649,128 | $ | 5,823,516 | (823,996 | ) | $ | 4,999,520 | ||||||||||||
See accompanying notes to unaudited pro forma condensed combined financial statements
| 1 |
RAYONT INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2020
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
| Rayont Group # | Prema Life | GGLG | Pro Forma | |||||||||||||||||||||
| September 30, 2020 | June 30, 2020 | June 30, 2020 | Total | Adjustments (Note 3) | Pro Forma Combined | |||||||||||||||||||
| USD | USD | USD | USD | USD | USD | |||||||||||||||||||
| REVENUE | $ | 186,663 | $ | 1,574,148 | $ | 53,799 | $ | 1,814,610 | $ | (45,403 | ) | $ | 1,769,206 | |||||||||||
| COST OF REVENUE | - | (894,182 | ) | - | (894,182 | ) | - | (894,182 | ) | |||||||||||||||
| GROSS PROFIT | 186,663 | 679,966 | 53,799 | 920,428 | (45,403 | ) | 875,025 | |||||||||||||||||
| OTHER INCOME | 13,537 | 572,631 | - | 586,168 | 586,168 | |||||||||||||||||||
| OPERATING EXPENSES | (425,525 | ) | (1,283,773 | ) | (88,231 | ) | (1,797,529 | ) | 45,403 | (1,752,126 | ) | |||||||||||||
| LOSS FROM OPERATIONS | (225,325 | ) | (31,176 | ) | (34,432 | ) | (290,933 | ) | - | (290,933 | ) | |||||||||||||
| FINANCE COSTS | (4,120 | ) | (10,617 | ) | (29,207 | ) | (43,944 | ) | - | (43,944 | ) | |||||||||||||
| NET LOSS | $ | (229,445 | ) | $ | (41,793 | ) | $ | (63,639 | ) | $ | (334,877 | ) | $ | - | $ | (334,877 | ) | |||||||
| OTHER COMPREHENSIVE GAIN/(LOSS) | ||||||||||||||||||||||||
| Foreign currency translation gain/(loss) | 36,354 | (3,757 | ) | (4,930 | ) | 27,667 | - | 27,667 | ||||||||||||||||
| TOTAL COMPREHENSIVE LOSS | $ | (193,091 | ) | $ | (45,550 | ) | $ | (68,569 | ) | $ | (307,210 | ) | $ | - | $ | (307,210 | ) | |||||||
| Basic and diluted loss per share of common stock | (0.006 | ) | (0.008 | ) | ||||||||||||||||||||
| Weighted average number of shares of common stock outstanding | 40,828,756 | 40,828,756 | ||||||||||||||||||||||
# Prior to acquisition of Prema Life and GGLG
See accompanying notes to unaudited pro forma condensed combined financial statements
| 2 |
RAYONT INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
THREE MONTHS PERIOD ENDED DECEMBER 31, 2020
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
| Rayont Group # | Prema Life | GGLG | Total | Pro
Forma Adjustments (Note 4) | Pro
Forma Combined | |||||||||||||||||||
| USD | USD | USD | USD | USD | USD | |||||||||||||||||||
| REVENUE | $ | 43,354 | $ | 414,650 | $ | 18,537 | $ | 476,541 | $ | (18,537 | ) | $ | 458,004 | |||||||||||
| COST OF REVENUE | (13,105 | ) | (263,480 | ) | - | (276,585 | ) | - | (276,585 | ) | ||||||||||||||
| GROSS PROFIT | 30,249 | 151,170 | 18,537 | 199,956 | (18,537 | ) | 181,419 | |||||||||||||||||
| OTHER INCOME | 259,294 | 231,591 | - | 490,885 | - | 490,885 | ||||||||||||||||||
| OPERATING EXPENSES | (275,299 | ) | (250,434 | ) | (24,898 | ) | (550,631 | ) | 18,537 | (532,094 | ) | |||||||||||||
| PROFIT/(LOSS) FROM OPERATIONS | 14,244 | 132,327 | (6,361 | ) | 140,210 | 140,210 | ||||||||||||||||||
| FINANCE COSTS | - | - | (12,333 | ) | (12,333 | ) | - | (12,333 | ) | |||||||||||||||
| NET PROFIT/(LOSS) | $ | 14,244 | $ | 132,327 | $ | (18,694 | ) | $ | 127,877 | $ | - | $ | 127,877 | |||||||||||
| OTHER COMPREHENSIVE GAIN | ||||||||||||||||||||||||
| Foreign currency translation gain | 31,734 | 22,964 | 5,828 | 60,526 | - | 60,526 | ||||||||||||||||||
| TOTAL COMPREHENSIVE INCOME/(LOSS) | $ | 45,978 | $ | 155,291 | $ | (12,866 | ) | $ | 188,403 | $ | - | $ | 188,403 | |||||||||||
| Basic and diluted income per share of common stock | 0.0003 | 0.0031 | ||||||||||||||||||||||
| Weighted average number of shares of common stock outstanding | 40,828,756 | 40,828,756 | ||||||||||||||||||||||
# Prior to acquisition of Prema Life and GGLG
See accompanying notes to unaudited pro forma condensed combined financial statements
| 3 |
RAYONT INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
The following unaudited pro forma condensed combined financial statements are based on the historical financial statements of Rayont Inc. (“Rayont”), Prema Life Pty. Ltd. (“Prema Life”) and GGLG Properties Pty. Ltd. (“GGLG”) after giving effect to Rayont’s acquisition of Prema Life and GGLG (“the Acquisitions”) and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.
Note 1. Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the results of operations or financial position of Rayont that would have been reported had the Acquisition been completed as of the dates presented, and should not be taken as representative of the future results of operations or financial position of Rayont. The unaudited pro forma financial statements, including the notes thereto, do not reflect any potential operating efficiencies and cost savings that Rayont may achieve with respect to the combined companies. The unaudited pro forma condensed combined financial statements and notes thereto should be read in conjunction with the historical financial statements of Rayont included in the annual report on Form 10-K for the year ended September 30, 2020 had been filed with the Securities and Exchange Commission (the “SEC”) on December 18, 2020 and the subsequent quarterly report on Form 10-Q for the three months ended December 31, 2020 filed with the SEC on February 16, 2021, and in conjunction with the historical financial statements of Prema Life and GGLG included in this Form 8-K.
The unaudited pro forma condensed combined balance sheet as of December 31, 2020 is presented as if the Acquisition occurred on December 31, 2020.
The unaudited pro forma condensed combined statement of operations and comprehensive income/(loss) of the Rayont and Prema Life and GGLG for the year ended September 30, 2020 has been prepared by combining the Rayont’s historical consolidated results for the year ended September 30, 2020 and the historical results of Prema Life and GGLG for the year ended June 30, 2020.
The unaudited pro forma combined statement of operations and comprehensive loss for the 3 months period ended December 31, 2020 has been prepared by combining the Company’s historical consolidated results for the period ended from October 1, 2020 to December 31, 2020, with the historical results of Prema Life and GGLG for the period ended from October 1, 2020 to December 31, 2020.
Note 2. Prema Life and GGLG Acquisition
On December 23, 2020, pursuant to an Acquisition Agreement, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc., acquired all of the issued and outstanding capital stock of Prema Life, an Australian company, from TheAlikasa (Australia) Pty Ltd, Prema Life’s sole shareholder (the “Seller”). The Seller is an affiliate of the Rayont and therefore the acquisition is being treated as a related party transaction. The purchase price is $530,180, which is a 10% discount of the total amount of Prema Life’s net tangible assets. The purchase price will be paid in six installments after a $265,300 down payment. In the event an installment payment is not paid timely, the Seller has agreed to accept shares of the Company valued at $0.87 per share. The price per share is based on a 20% discount of the average share price on the OTC Markets over the last 30 trading days.
On December 23, 2020, pursuant to an Acquisition Agreement, Rayont Australia Pty Ltd, a wholly-owned subsidiary of Rayont Inc., acquired all of the issued and outstanding capital stock of GGLG, an Australian company, from TheAlikasa (Australia) Pty Ltd, GGLG’s sole shareholder. The Seller is an affiliate of the Company and therefore the acquisition is being treated as a related party transaction. The purchase price is $605,920, which is a 10% discount of the total amount of GGLG’s net tangible assets. The purchase price will be paid in six installments after a $265,300 down payment. In the event an installment payment is not paid timely, the Seller has agreed to accept shares of the Company valued at $0.87 per share. The price per share is based on a 20% discount of the average share price on the OTC Markets over the last 30 trading days.
| 4 |
The acquisitions of Prema Life and GGLG have been accounted for as a common control transaction as there is no change in the control over the assets acquired and liabilities assumed. The net assets are derecognized by the transferring entity (i.e. Rayont) and recognized by the receiving entity (i.e. Prema Life and GGLG). The difference between the consideration transferred and the carrying amounts of the net assets is recognized in additional paid-in capital.
The acquisitions of Prema Life and GGLG were completed on December 23, 2020 and February 22, 2021 respectively.
Note 3. Pro Forma Adjustments
The following pro forma adjustments are included in the unaudited pro forma condensed combined balance sheet and combined statement of operations for the year ended September 30, 2020:
| (A) | To record the following adjustments to amount due from related parties: |
| Balance before pro forma adjustments | $ | 838,876 | ||
| Effects of intercompany eliminations – Prema Life and GGLG | (823,996 | ) | ||
| Pro Forma Combined as of September 30, 2020 | $ | 14,880 |
The remaining amount of $14,880 represents amount due from Rural Asset Management Services, Inc. and Blue Pacific Academy Inc..
| (B) | To record the following adjustments to amount due to related parties: |
| Balance before pro forma adjustments | $ | 30,750 | ||
| Effects of intercompany eliminations – GGLG | (25,560 | ) | ||
| Effects of acquisition of GGLG – Consideration paid in six months instalment | 605,920 | |||
| Pro Forma Combined as of September 30, 2020 | $ | 611,110 |
| (C) | To record the following adjustments to loan payable: |
| Balance before pro forma adjustments | $ | 777,035 | ||
| Effects of intercompany eliminations – Prema Life and GGLG | (268,255 | ) | ||
| Pro Forma Combined as of September 30, 2020 | $ | 508,780 |
| (D) | To record the following adjustments to shareholders’ equity: |
| i) | Adjustments to stockholders’ equity |
| Balance before pro forma adjustments | $ | 2,249,438 | ||
| Elimination of pre-acquisition equity account of - Prema Life | (1,410,998 | ) | ||
| Elimination of pre-acquisition equity account of - GGLG | (791,745 | ) | ||
| Pro Forma Combined as of September 30, 2020 | $ | 46,695 |
| ii) | To record the following adjustments to additional paid-in capital: |
| Balance before pro forma adjustments | $ | 7,249,626 | ||
| Elimination of pre-acquisition equity account of - Prema Life | 62,470 | |||
| Elimination of pre-acquisition equity account of - GGLG | (533,666 | ) | ||
| Pro Forma Combined as of September 30, 2020 | $ | 6,778,430 |
| 5 |
RAYONT INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
| iii) | To record the following adjustments to capital loss reserve: |
| Balance before pro forma adjustments | $ | (397,108 | ) | |
| Elimination of pre-acquisition equity account of GGLG | 397,108 | |||
| Pro Forma Combined as of September 30, 2020 | $ | - |
| iv) | To record the following adjustments to accumulated losses: |
| Balance before pro forma adjustments | $ | (4,819,599 | ) | |
| Elimination of pre-acquisition equity account of - Prema Life | 823,043 | |||
| Elimination of pre-acquisition equity account of - GGLG | 310,091 | |||
| Pro Forma Combined as of September 30, 2020 | $ | 3,686,465 |
| v) | To record the following adjustments to accumulated other comprehensive income/(loss): |
| Balance before pro forma adjustments | $ | (16,316 | ) | |
| Elimination of pre-acquisition equity account of - Prema Life | (4,695 | ) | ||
| Elimination of pre-acquisition equity account of - GGLG | 12,291 | |||
| Pro Forma Combined as of September 30, 2020 | $ | (8,720 | ) |
| (E) | To record the following adjustments to revenue: |
| Balance before pro forma adjustments | $ | 1,814,610 | ||
| Effects of intercompany eliminations - GGLG | (45,403 | ) | ||
| Pro Forma Combined as of September 30, 2020 | $ | 1,769,207 |
| (F) | To record the following adjustments to operating expenses: |
| Balance before pro forma adjustments | $ | (1,797,529 | ) | |
| Effects of intercompany eliminations – Prema LIfe | 45,403 | |||
| Pro Forma Combined as of September 30, 2020 | $ | (1,752,126 | ) |
Note 3. Pro Forma Adjustments
The following pro forma adjustments are included in the unaudited pro forma condensed combined balance sheet and combined statement of operations for the three months period ended December 31, 2020:
| (A) | To record the following adjustments to revenue: |
| Balance before pro forma adjustments | $ | 476,541 | ||
| Effects of intercompany eliminations - GGLG | (18,537 | ) | ||
| Pro Forma Combined as of December 31, 2020 | $ | 458,004 |
| (B) | To record the following adjustments to operating expenses: |
| Balance before pro forma adjustments | $ | (550,631 | ) | |
| Effects of intercompany eliminations – Prema Life | 18,537 | |||
| Pro Forma Combined as of December 31, 2020 | $ | (532,094 | ) |
| 6 |