UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
The following unaudited pro forma condensed combined statement of operations of Fuwaysun Technology, Ltd (“FTUS” or the “Company”) gives effect to the merger of FTUS and AgriSolar Solutions, Inc. (“AGSO”) as if such transaction occurred at the beginning of the periods presented. The unaudited pro forma condensed combined statement of operations for the year ended March 31, 2009 is derived from the audited financial statements of FTUS and unaudited financial statements of AGSO. The unaudited pro forma condensed combined statement of operations for the none mon ths ended December 31, 2009 is derived from the unaudited financial statements of FTUS and AGSO.
The unaudited pro forma condensed combined balance sheet at December 31, 2009 gives effect to the Merger of FTUS and AGSO as if such transaction occurred on December 31, 2009. The unaudited pro forma condensed combined balance sheet is derived from the historical balance sheets of FTUS and AGSO as of December 31, 2009.
The unaudited pro forma condensed combined financial data do not reflect the effects of any anticipated changes to be made by FTUS in its operations from the historical operations and are presented for informational purposes only and should not be construed to be indicating (i) the results of operations or the financial position of FTUS that actually &n bsp;would have occurred had the proposed merger been consummated as of the dates indicated or (ii) the results of operation or the financial position of FTUS in the future.
The proposed Merger is expected to be accounted for as a reverse merger and it is the intention of the parties to discontinue the operations of AGSO immediately upon closing.
The following pro forma condensed combined financial data and notes are qualified in their entirety by reference to, and should be read in conjunction with, "Management’s Discussion and Analysis of Financial Condition and Results of Operation," the consolidated financial statements and notes thereto of FTUS and AGSO and other historical information included elsewhere in this filing.
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Fuwaysun Technology, Ltd. |
Pro Forma Balance Sheet |
As At December 31, 2009 |
| | | | | | | | | | |
Assets | | FTUS |
| AGSO |
| Adjustments |
| Pro Forma | | |
Cash and cash equivalents |
| $ 1,017,671 |
| $ 22,334 | $ | $ (22,334) |
| $ 1,017,671 | |
Cash – restricted | | - | | 5,058 | | (5,058) | | - | |
Accounts Receivable | | 612,053 | | 137,189 | | (137,189) | | 612,053 | |
Current portion of notes receivable | | - | | 14,231 | | (14,231) | | - | |
Inventory | | 1,057,550 | | - | | - | | 1,057,550 | |
Prepayments and other receivables | | 180,587 | | 13,007 | | (13,007) | | 180,587 | |
Fixed assets, net | | 1,595,297 | | 13,660 | | (13,660) | | 1,595,297 | |
Patent | | 7,500 | | - | | - | | 7,500 | |
Total Assets |
| $ 4,470,658 |
| $ 205,479 | $ | $ (205,479) |
| $ 4,470,658 | |
Liabilities and Shareholders' Equity | | | | | | | | | | | | | | | | | |
Accounts payable |
| $ 53,816 |
| $ 542,519 |
| $ (542,519) |
| $ 53,816 | |
Advances from customers | | 91,673 | | - | | &nb sp; - | | 91,673 | |
Current portion of debt obligations | | 104,075 | | 268,996 | | (83,996) | | 289,075 | |
Note payable | | 1,311,884 | | - | | - | | 1,311,884 | |
Amount due to a stockholder | | 539,166 | | - | | - | | 539,166 | |
Accrued liabilities and other payables | | 495,101 | | 194,657 | | (194,657) | | 495,101 | |
Notes payable-related parties | | - | | 1,079,963 | | (1,079,963) | | - | |
Total liabilities | | 2,595,715 | | 2,086,135 | | (1,901,135) | | 2,780,715 | |
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Shareholder's equity (deficit) | | | | | | | | | |
Common stock | | 1,435,928 | | 298 | | - | | 1,436,226 | |
Additional paid in capital | | 2,105,182 | ; | 2,271,344 | | (2,227,597) | | 2,148,929 | |
Acc umulated other comprehensive income | | 38,965 | | - | | - | | 38,965 | |
Retained earnings (deficit) | | (1,705,132) | | (4,152,298) | | 3,967,298 | | (1,890,132) | |
Total shareholders' equity | | 1,874,943 | | (1,880,656) | | 1,739,701 | | 1,733,988 | |
Total liabilities and shareholders' equity |
| $ 4,470,658 |
| $ 205,479&nb sp; |
| $ (161,434) |
| $ 4,470,658 | |
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Fuwaysun Technology, Ltd. |
Pro Forma Statement of Operations |
For the Nine Months Ended December 31, 2009 |
| | | | | | | | |
| | FTUS |
| AGSO |
| Adjustments |
| Pro Forma |
Revenues |
| $ 2,735,455 |
| $ 2,102,670 |
| $ (2,102,670) |
| $ 2,735,455 |
Cost of revenue | | 1,603,915 | | 2,819,475 | | (2,819,475) | | 1,603,915 |
Gross profit | | 1,131,540 | | (716,805) | | 716,805 | | 1,131,540 |
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Operating expenses | | 1,966,947 | | 704,559 | | (704,559) | | 1,966,947 |
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Operating income (loss) | | (835,407) | | (1,421,364) | | 1,421,364 | | (835,407) |
| | | | &nb sp; | | | | |
Other income (expense) | | | &nbs p; | | | | | |
Interest Expense | | (38,153) | | (9,430) | | (7,220) | | (54,803) |
Interest Income | | 83 | | 18,341 | | (18,341) | | 83 |
Other income (expense) net | | - | | 147,893 | | (147,893) | | - |
Other income (expense) | | (38,070) | | 156,804 | | (173,454) | | (54,720) |
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Net (loss) | | $ (756,125) | | $ (1,264,560) | | $ 1,247,910 | | $ (890,127) |
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Earnings per share - primary and fully diluted | | | | | | | | $ - |
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Fuwaysun Technology, Ltd. | |
Pro Forma Statement of Operations | |
For the Year Ended March 31, 2009 | |
| | | &nb sp; | | | | | |
| | FTUS |
| AGSO |
| Adjustments |
| Pro Forma |
Revenues |
| $ 1,523,927 |
| $ 4,687,615 |
| $ (4,687,615) |
| $ 1,523,927 |
Cost of revenue | | 1,484,209 | | 3,773,739 | | (3,773,739) | | 1,484,209 |
Gross profit | | 39,718 | | 913,876 | | (913,876) | | 39,718 |
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Operating expenses | | 375,966 | | 1,854,264 | | (1,854,264) | | 375,966 |
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Operating income (loss) | | (336,248) | | (940,388) | | 940,388 | | (336,248) |
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Other income (expense) | | | | | | | | |
Interest Expense | | (38,043) | | (100,871) | | 78,671 | | (60,243) |
Interest Income | | 483 | | - | | - | | 483 |
Other income (expense) net | | 7,267 | | 37,576 | | (37,576) | | & nbsp; 7,267 |
Other income (expense) | | (30,293) | | (63,295) | | 41,095 | | (52,493) |
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Net (loss) |
| $ (366,541) |
| $ (1,003,683) |
| $ 981,483 |
| $ (388,741) |
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Earnings per share - primary and fully diluted | | | | | | |
| $ - |
(1) On January 8, 2010, FTUS completed the transaction to acquire control of AGSO through the purchase of a total of 172,712 shares, or approximately 57.88%, of the then issued and outstanding common stock of the AGSO. The shares were purchased from Lotus Holdings, LLC, a shareholder of AGSO, for a total purchase price of $350,000, including $200,000 paid in cash and $150,000 through execution of a promissory note due and payable on or before January 8, 2011.
Concurrently, on January 8, 2010, FTUS entered into a Share Exchange Agreement (the “Agreements”) with AGSO among the stockholders of FTUS and AGSO. Pursuant to the Agreements, the stockholders of FTUS transferred all of the issued and outstanding shares in the Company to AGSO in exchange for an aggregate of 58,055,000 shares of common stock of AGSO, thus causing FTUS to become a subsidiary of AGSO.
(2) The pro forma condensed combined statements of operations gives effect to the Merger of FTUS with AGSO as if the merger occurred at the beginning of the periods presented. Interest expense has been adjusted to reflect additional accrual of $22,200 for the year ended March 31, 2009 and $16,650 for the none months ended December 31, 2009 related to certain notes payable of AGSO that survive the merger.
(3) The pro forma weighted average shares outstanding for basic earnings (loss) per share gives effect to the issuance of 58,055,000 shares of AGSO stock.
