Unaudited Pro Forma Financial Statement
The following pro forma balance sheet has been derived from the balance sheet of Boom Spring International Limited at March 31, 2009, and adjusts such information to give the effect of the acquisition of Boom Spring International Limited by Hammer Handle Enterprises, Inc., as if the acquisition had occurred at March 31, 2009. The following pro forma EPS statement has been derived from the income statement of Boom Spring International Limited and adjusts such information to give the effect that the acquisition by Hammer Handle Enterprises, Inc. at December 31, 2008 and March 31, 2009, respectively. The pro forma balance sheet and EPS statement is presented for informational purposes only and does not purport to be indicative of the financial condition that would have resulted if the acquisition had been consummated at March 31, 2009 or December 31, 2008.
PRO FORMA COMBINED BALANCE SHEETS |
| | | | | | | | | | | | | |
| | Boom Spring International Limited | | | Hammer Handle Enterprise Inc. | | | Adjustments | | | | | Proforma |
| | March 31, | | | February 28, | | | | | | | | |
| | 2009 | | | 2009 | | | | | | | | |
| | (US $) | | | (US $) | | | | | | | | |
| | (unaudited) | | | (unaudited) | | | | | | | | |
| | | | | | | | | | | | | |
ASSETS | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents | | | 151,080 | | | | 5,112 | | | | (5,112) | | | | A | | - |
| | | | | | | | | | | (151,080) | | | | C | | |
Accounts receivable | | | 2,972,099 | | | | | | | | | | | | | | 2,972,099 |
Other receivables | | | 379,975 | | | | | | | | | | | | | | 379,975 |
Loans to director | | | 241,922 | | | | | | | | | | | | | | 241,922 |
Inventory | | | 20,287 | | | | | | | | | | | | | | 20,287 |
Prepaid expenses | | | 9,500 | | | | | | | | | | | | | | 9,500 |
Total current assets | | | 3,774,863 | | | | 5,112 | | | | (156,192) | | | | | | 3,623,783 |
Total assets | | | 3,774,863 | | | | 5,112 | | | | (156,192) | | | | | | 3,623,783 |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | | | | | | |
Accounts payable | | | 764,988 | | | | 8,940 | | | | (8,940) | | | | A | | 764,988 |
Other payables | | | 50,854 | | | | | | | | | | | | | | 50,854 |
Due to control group | | | 32,019 | | | | | | | | | | | | | | 32,019 |
Due to director | | | - | | | | 6,000 | | | | (6,000) | | | | A | | - |
Total Current Liabilities | | | 847,861 | | | | 14,940 | | | | (14,940) | | | | A | | 847,861 |
| | | | | | | | | | | | | | | | | |
Stockholders' equity | | | | | | | | | | | | | | | | | |
Common stock ($0.001 par value; authorized 50,000,000 shares; issued and outstanding 50,000,000 shares) | | | 50,000 | | | | 1,670 | | | | 15,030 | | | | E | | 50,000 |
| | | | | | | | | | | 33,300 | | | | B | | |
| | | | | | | | | | | (50,000) | | | | D | | |
Additional paid in capital | | | | | | | 69,330 | | | | (16,700) | | | | E | | (151,080) |
| | | | | | | | | | | (33,300) | | | | B | | |
| | | | | | | | | | | 50,000 | | | | D | | |
| | | | | | | | | | | (69,330) | | | | A | | |
| | | | | | | | | | | 68,920 | | | | C | | |
| | | | | | | | | | | (220,000) | | | | C | | |
Unappropriated retained earnings | | | 2,879,192 | | | | (80,828) | | | | 80,828 | | | | A | | 2,879,192 |
Accumulated other comprehensive income | | | (2,190) | | | | - | | | | - | | | | | | (2,190) |
Total stockholders' equity | | | 2,927,002 | | | | (9,828) | | | | (141,252) | | | | | | 2,775,922 |
Total liabilities and stockholders' equity | | | 3,774,863 | | | | 5,112 | | | | (156,192) | | | | | | 3,623,783 |
| | Boom Spring International Limited | |
| | | |
| | Year Ended December 31, 2008 (unaudited) | | | Three Months Ended March 31, 2009 (unaudited) | |
Net income | | $ | 2,518,049 | | | $ | 361,143 | |
| | | | | | | | |
Other comprehensive (loss)/ income | | | | | | | | |
Foreign currency translation (loss)/gain | | | (2,537 | ) | | | 347 | |
| | | | | | | | |
Comprehensive income | | $ | 2,515,512 | | | $ | 361,490 | |
| | | | | | | | |
Net income per Share | | | | | | | | |
Basic and diluted | | $ | 0.06 | | | $ | 0.01 | |
| | | | | | | | |
Weighted average shares outstanding | | | | | | | | |
Basic and diluted | | | 45,300,000 | | | | 45,300,000 | |
Unaudited Notes to Pro Forma EPS Statement
On July 22, 2009, Hammer Handle Enterprises, Inc. (“Hammer Handle” or the “Company”) entered into a Share Purchase Agreement and Share Exchange (the “Exchange Agreement”) with Boom Spring International Limited, a British Virgin Islands corporation (“Boom Spring”), the shareholders of Boom Spring (the “Boom Spring Shareholders”), and Shengtang Craft Design (Shenzhen) Co., Ltd., a wholly foreign-owned enterprise established under the laws of People’s Republic of China, which is a wholly-owned subsidiary of Boom Spring (“Shengtang”). Pursuant to the terms of the Exchange Agreement, we acquired all the outstanding shares of Boom Spring (the “Interests”) from the Boom Spring Shareholders; and the Boom Spring Shareholders transferred and contributed all of their Interests to us. In exchange, our sole officer and director and majority shareholder (the “Hammer Handle Principal Shareholder”) transferred 12,000,000 shares, and we issued 33,300,000 shares of Common Stock to the Boom Spring Shareholders, their designees or assigns, which totals 90.6% of the issued and outstanding Common Stock of the Company on a fully-diluted basis as of and immediately after the closing (the “Share Exchange”). Following the Share Exchange, there are 50,000,000 shares of Common Stock issued and outstanding.
Boom Spring also deposited $220,000 into an escrow account, which amount was paid to the Hammer Handle Principal Shareholder, who owned the 12,000,000 shares, as a result of the Share Exchange having been consummated.
As a result of the transactions described above, we became the record and beneficial owner of 100% of the share capital of Boom Spring and therefore own 100% of the share capital of its subsidiary. Pursuant to the terms of the Exchange Agreement, the current officers and directors of the Company resigned effective immediately at the Closing Date and Zhongmin Chen, Shaoping Lu, Rong Li, Hui Zhao, Chunyun Zhao and Shing Ho Eric Cheung were appointed as the new directors and officers of the Company.
All amounts of Hammer Handle were reversed as the net assets assumed by Boom Spring in the reverse merger were $0.
Boom Spring International Limited was incorporated in the British Virgin Islands on October 2, 2007. In May, 2008, Boom Spring became the parent holding company of Shengtang, which is a wholly foreign-owned enterprise established in the People’s Republic of China. We operate our business in China primarily through Shengtang, which was incorporated in May 2008.
The combined financial statements reflect all predecessor statements of income and cash flow activities and include the accounts of Boom Spring and its subsidiary. Boom Spring (and its historical financial statements) is the continuing entity for financial reporting purposes.
The preceding unaudited pro forma combined balance sheet represents the combined financial position of Boom Spring as of March 31, 2009, as if the reverse merger acquisition occurred on March 31, 2009.
The unaudited pro forma combined financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if the reverse acquisition of Boom Spring had been consummated as of the beginning of the period indicated, nor is necessarily indicative of the resulted of future operations.
Assumptions and Adjustments:
| A) | Per the terms of the Share Exchange, Hammer Handle was delivered with zero assets and zero liabilities at time of closing; |
| B) | At closing and pursuant to the Exchange Agreement, we acquired all of the issued and outstanding capital stock of Boom Spring in exchange for the issuance of 33,300,000 common stock shares; |
| C) | In exchange for $220,000, Hammer Handle Principal Shareholder transferred a total of 12,000,000 shares to the Boom Spring Shareholders, their designees or assigns; |
| D) | At closing, common stock of Boom Spring will be reclassified to additional paid-in-capital to reflect the additional shares of common stock issued as part of the Share Exchange; |
| E) | On June 3, 2009, the Company’s Board of Directors approved a 10-1 forward split of issued and outstanding common shares. Upon effectiveness of the forward split, the Company’s issued and outstanding common shares increased from 1,670,000 shares to 16,700,000 shares outstanding. |
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