Tag Events Corp.
and Deer International Group Limited
Pro Forma Combined Financial Statements
(unaudited)
Contents
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Pro Forma Combined Financial Statements: | |
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Pro Forma Combined Balance Sheet | |
as of June 30, 2008 (unaudited) | F-1 |
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Pro Forma Combined Statements of Operations | |
for the period ended June 30, 2008 (unaudited) | F-2 |
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Pro Forma Combined Statements of Operations | |
for the period ended September 30, 2007 (unaudited) | F-3 |
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Notes to Pro Forma Combined Financial Statements (unaudited) | F-4 |
Tag Events Corp.
and Deer International Group Limited
Pro Forma Combined Balance Sheet
June 30, 2008
(unaudited)
| | Tag Events | | Deer International | | Pro forma | | Pro forma | |
| | Corp. (1) | | Group Limited (2) | | Adjustments | | Combined | |
| | (historical) | | (historical) | | | | | |
| | | | | | | | | |
ASSETS | | | | | | | | | | | | | |
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CURRENT ASSETS | | | | | | | | | | | | | |
Cash | | $ | 13,085 | | $ | 402,903 | | $ | - | | $ | 415,988 | |
Restricted cash | | | - | | | 603,757 | | | - | | | 603,757 | |
Accounts receivable, net | | | - | | | 4,894,652 | | | - | | | 4,894,652 | |
Advances to suppliers | | | - | | | 2,644,024 | | | - | | | 2,644,024 | |
Other receivable | | | - | | | 626,949 | | | - | | | 626,949 | |
Due from shareholder | | | - | | | 5,101,415 | | | - | | | 5,101,415 | |
Inventory | | | - | | | 6,300,160 | | | - | | | 6,300,160 | |
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TOTAL CURRENT ASSETS | | | 13,085 | | | 20,573,860 | | | - | | | 20,586,945 | |
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FIXED ASSETS, NET | | | - | | | 8,844,217 | | | - | | | 8,844,217 | |
CONSTRUCTION IN PROGRESS | | | - | | | 872,145 | | | - | | | 872,145 | |
INTANGIBLE ASSETS, NET | | | - | | | 406,616 | | | - | | | 406,616 | |
OTHER ASSETS | | | - | | | 48,502 | | | - | | | 48,502 | |
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TOTAL ASSETS | | $ | 13,085 | | $ | 30,745,340 | | $ | - | | $ | 30,758,425 | |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | | | | | | |
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CURRENT LIABILITIES | | | | | | | | | | | | | |
Accounts payable | | $ | 2,100 | | $ | 6,044,312 | | $ | - | | $ | 6,046,412 | |
Other payables | | | - | | | 776,448 | | | - | | | 776,448 | |
Unearned revenue | | | - | | | 41,001 | | | - | | | 41,001 | |
Accrued payroll | | | - | | | 241,110 | | | - | | | 241,110 | |
Short term loans | | | - | | | 2,831,042 | | | - | | | 2,831,042 | |
Due to shareholder | | | 45,482 | | | - | | | - | | | 45,482 | |
Advances from shareholder | | | - | | | 260,633 | | | - | | | 260,633 | |
Notes payable | | | - | | | 3,333,303 | | | - | | | 3,333,303 | |
Tax and welfare payable | | | - | | | 872,389 | | | - | | | 872,389 | |
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TOTAL CURRENT LIABILITIES | | | 47,582 | | | 14,400,238 | | | - | | | 14,447,820 | |
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STOCKHOLDERS' EQUITY | | | | | | | | | | | | - | |
Common Stock | | | 10,500 | | | 9,120,886 | | a | (9,108,786 | ) | | 22,600 | |
Additional paid in capital | | | 20,500 | | | 228,137 | | b | (65,497 | ) | | 9,291,926 | |
| | | | | | | | a | 9,108,786 | | | | |
Development funds | | | - | | | 436,877 | | | - | | | 436,877 | |
Statutory reserve | | | - | | | 873,755 | | | - | | | 873,755 | |
Accumulated other comprehensive income (loss) | | | - | | | 2,241,322 | | | - | | | 2,241,322 | |
Retained Earnings (accumulated deficit) | | | (65,497 | ) | | 3,444,125 | | b | 65,497 | | | 3,444,125 | |
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TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | | | (34,497 | ) | | 16,345,102 | | | - | | | 16,310,605 | |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | $ | 13,085 | | $ | 30,745,340 | | $ | - | | $ | 30,758,425 | |
(1) Source: unaudited financial statements of Tag Events Corp. as of June 30, 2008 included in Form 10Q
(2) Source: unaudited financial statements of Deer International Group Limited as of June 30, 2008 included elsewhere in this Form 8K.
See accompanying notes to pro forma combined financial statements
Tag Events Corp.
and Deer International Group Limited
Pro Forma Combined Statement of Operations
For the Period Ended June 30, 2008
(unaudited)
| | Tag Events | | Deer International | | | | | |
| | Corp. (1) | | Group Limited (2) | | | | | |
| | For the Nine Months | | For the Six Months | | Pro forma | | Pro forma | |
| | Ended June 30, 2008 | | Ended June 30, 2008 | | Adjustments | | Combined | |
| | (historical) | | (historical) | | | | | |
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Net Revenue | | $ | - | | $ | 20,502,927 | | $ | - | | $ | 20,502,927 | |
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Cost of Revenue | | | - | | | 16,294,338 | | | - | | | 16,294,338 | |
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Gross Profit | | | - | | | 4,208,589 | | | - | | | 4,208,589 | |
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Operating expenses: | | | | | | | | | | | | | |
Selling expenses | | | - | | | 1,209,416 | | | - | | | 1,209,416 | |
General and administrative expenses | | | 20,866 | | | 1,239,502 | | | - | | | 1,260,368 | |
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Total operating expenses | | | 20,866 | | | 2,448,918 | | | - | | | 2,469,784 | |
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Income (loss) from operations | | | (20,866 | ) | | 1,759,671 | | | - | | | 1,738,805 | |
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Non-operating income (expense): | | | | | | | | | | | | | |
Financing costs | | | - | | | (46,435 | ) | | - | | | (46,435 | ) |
Interest income | | | - | | | 6,855 | | | - | | | 6,855 | |
Interest expense | | | (151 | ) | | (89,857 | ) | | - | | | | |
Other income (expense) | | | - | | | 76,221 | | | - | | | | |
Realized loss on trading securities | | | - | | | (34,388 | ) | | - | | | (34,388 | ) |
Foreign exchange gain (loss) | | | - | | | 345,926 | | | - | | | 345,926 | |
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Total non-operating (expense) income | | | (151 | ) | | 258,322 | | | - | | | 271,958 | |
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Income (loss) before provision for income taxes | | | (21,017 | ) | | 2,017,993 | | | - | | | 1,996,976 | |
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Income tax | | | - | | | 624,303 | | | - | | | 624,303 | |
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Net income (loss) | | $ | (21,017 | ) | $ | 1,393,690 | | | - | | | 1,372,673 | |
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Earnings (loss) per common share | | $ | (0.00 | ) | | | | | | | $ | 0.06 | |
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Weighted average shares outstanding | | | 5,239,377 | | | | | | | | | 23,289,377 | |
(1) Source: unaudited financial statements of Tag Events Corp. included in Form 10Q for the nine months ended June 30, 2008.
(2) Source: unaudited financial statements of Deer International Group Limited for the six months ended June 30, 2008 included elsewhere in this Form 8K.
See accompanying notes to pro forma combined financial statements
Tag Events Corp.
and Deer International Group Limited
Pro Forma Combined Statement of Operations
For the Period Ended September 30, 2007
| | Tag Events | | Deer International | | | | | |
| | Corp. (1) | | Group Limited (2) | | | | | |
| | For the Year Ended | | For the Year Ended | | Pro forma | | Pro forma | |
| | September 30, 2007 | | December 31, 2007 | | Adjustments | | Combined | |
| | (historical) | | (historical) | | | | | |
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Net Revenue | | $ | - | | $ | 33,476,259 | | $ | - | | $ | 33,476,259 | |
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Cost of Revenue | | | - | | | 26,249,009 | | | - | | | 26,249,009 | |
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Gross Profit | | | - | | | 7,227,250 | | | - | | | 7,227,250 | |
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Operating expenses: | | | | | | | | | | | | | |
Selling expenses | | | - | | | 1,518,482 | | | - | | | 1,518,482 | |
General and administrative expenses | | | 42,855 | | | 1,788,025 | | | - | | | 1,830,880 | |
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Total operating expenses | | | 42,855 | | | 3,306,507 | | | - | | | 3,349,362 | |
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Income (loss) from operations | | | (42,855 | ) | | 3,920,743 | | | - | | | 3,877,888 | |
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Non-operating income (expense): | | | | | | | | | | | | | |
Financing costs | | | - | | | (194 | ) | | - | | | (194 | ) |
Interest income | | | - | | | 18,524 | | | - | | | 18,524 | |
Interest expense | | | (173 | ) | | (114,361 | ) | | - | | | (114,534 | ) |
Other income (expense) | | | - | | | 64,698 | | | - | | | 64,698 | |
Realized loss on trading securities | | | - | | | 57,043 | | | - | | | 57,043 | |
Foreign exchange gain (loss) | | | - | | | 90,707 | | | - | | | 90,707 | |
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Total non-operating (expense) income | | | (173 | ) | | 116,417 | | | - | | | 116,244 | |
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Income (loss) before provision for income taxes | | | (43,028 | ) | | 4,037,160 | | | - | | | 3,994,132 | |
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Income tax | | | - | | | 615,568 | | | - | | | 615,568 | |
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Net income (loss) | | $ | (43,028 | ) | $ | 3,421,592 | | | - | | | 3,378,564 | |
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Earnings (loss) per common share | | $ | (0.01 | ) | | | | | | | $ | 0.15 | |
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Weighted average shares outstanding | | | 5,245,205 | | | | | | | | | 23,295,205 | |
(1) Source: audited financial statements of Tag Events Corp. included in Form 10KSB.
(2) Source: audited financial statements of Deer International Group Limited. as of December 31, 2007 included elsewhere in this Form 8K.
See accompanying notes to pro forma combined financial statements
Tag Events Corp.
and Deer International Group Limited
Notes to Pro form Combined Financial Statements
NOTE 1 - BASIS OF PRESENTATION
The accompanying pro forma combined balance sheet presents the accounts of Tag Events Corp. (“Tag”) and Deer International Group Limited (“Deer”) as if the acquisition of Deer by Tag occurred on June 30, 2008. The accompanying pro forma combined statement of operations presents the accounts of Tag and Deer for the year ended September 30, 2007 and for the nine months ended June 30, 2008 as if the acquisition occurred on October 1, 2006. For accounting purposes, the transaction is being accounted for as a recapitalization of Deer.
The following adjustments would be required if the acquisition occurred as indicated above:
a. | Recapitalization of Deer to account for issuance of an aggregate of 18,050,000 common shares of Tag to the shareholders of Deer; |
b. | Eliminate pre-acquisition accumulated deficit of Tag. |