Acquisitions and Joint Ventures | 4. Acquisitions and Joint Ventures On December 28, 2018, the Company acquired Hangzhou Hartford Comprehensive Health Management, Ltd (“HZHF”), an entity located at Hangzhou, China. The operation results of HZHF are included in the Company’s consolidated financial statements commencing on the acquisition date. The Company has recorded an allocation of the purchase price to the Company’s identifiable assets acquired based on their fair value at the acquisition date. No business inputs, process and workforce have been acquired through the transaction. The Company accounted the transaction in accordance with the Asset Acquisitions The preliminary calculation of purchase price and purchase price allocation (unaudited) is as following: Identifiable Assets Acquired Cash and cash equivalents 154 Other current assets 26,239 Property and equipment, net 4,199 Rent deposit 11,984 Deferred Start-up cost, noncurrent 99,043 Total Consideration 141,619 Right after the transaction was consummated, the Company fully expensed the deferred start-up cost in accordance with US GAAP. On January 28, 2019, the Company entered an agreement to acquire 100 percent equity interest of Shanghai Luo Sheng International Trade Ltd. (“SH Luosheng”). The acquisition agreement will be executed when the Company is financially ready to move on, and the purchase price will be calculated based on the net assets of SH Luosheng on the purchase date. As of April 30, 2019, the acquisition agreement has not yet taken effective. On March 22, 2019, HZHF acquired 60 percent ownership interest of Hangzhou Longjing Qiao Fu Vacation Hotel Co., Ltd. (“Longjing”) from Shanghai Qiao Garden Property Management Group, Ltd. The results of operations of the acquired subsidiary are included in the Company’s consolidated financial statements commencing on the acquisition date. The Company has recorded an allocation of the purchase price to the Company’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair value at the acquisition date. The Company accounted the acquisition transaction in accordance with FASB ASC 805, Business Combinations. The Company classifies the 40 percent ownership interest held by Shanghai Qiaohong Real Estate Co., Ltd. as "Noncontrolling interest" on the consolidated balance sheet. The related transaction costs were immaterial and included in General and administrative expenses in the accompanying consolidated statements of operations. The preliminary calculation of purchase price and purchase price allocation (unaudited) is as follows: Assets Acquired and Liabilities Assumed Cash and cash equivalents 15,383 Accounts receivable 31,924 Other current assets 24,011 Inventories 7,006 Property and equipment, net 29,428 Goodwill 469,726 Accounts payable (2,671 ) other account payable (722,436 ) Noncontrolling interest 253,557 Total consideration 105,928 On March 20, 2019, the Company acquired Shanghai Hartford Comprehensive Health Management, Ltd. (“SHHF”) and its 90 percent owned subsidiary Shanghai Qiao Garden International Travel Agency (“Qiao Garden Intl Travel”). The results of operations of the acquired entities are included in the Company’s consolidated financial statements commencing on the acquisition date. The Company has recorded an allocation of the purchase price to the Company’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair value at the acquisition date. The Company accounted the acquisition transaction in accordance with FASB ASC 805, Business Combinations. The Company classifies the un-acquired 10 percent ownership interest as "Noncontrolling interest" on the consolidated balance sheet. The related transaction costs were immaterial and included in General and administrative expenses in the accompanying consolidated statements of operations. The preliminary calculation of purchase price and purchase price allocation (unaudited) is as follows: Assets Acquired and Liabilities Assumed Cash and cash equivalents 6,089 Other current assets 806,970 Property and equipment, net 216 Deposit 76,472 Goodwill 538,326 Other account payable (1,075,405 ) Noncontrolling interest 6,049 Total consideration 358,717 Effective on March 22, 2019, SHHF entered into a joint venture agreement with Shanghai Jinyu Education Technology Co., Ltd. (“SH Jingyu”) and another individual investor, to form a new entity Hartford International Education Technology Co., Ltd (“HF Intl Education”) to provide childcare education services. The joint venture is owned 65% by SHHF and 20% by SH Jingyu and 15% by another individual investor. SHHF is responsible for the overall development and operation of HF Intl Education. As a result, SHHF has the majority voting interest with primary beneficiary. The results of operations of HF Intl Education are included in the Company’s consolidated financial statements commencing on the formation date. The Company classifies the 35% ownership interest held by SH Jingyu and another individual investor as "Noncontrolling interest" on the consolidated balance sheet. The registered capital for HF Intl Education is RMB 5 million. As of April 30, 2019, amount of RMB 830,000 or USD 123,456 capital were injected and the remaining of RMB 4,170,000 or USD $743,711 is contributable by the three shareholders. All capitals are required to be injected by October 1, 2019. Above acquisition transactions have been included in the condensed consolidated balance sheets and condensed consolidated statements of operations within the filing. According to Regulation S-X Article 11 Rule 11-02c, Pro Forma condensed consolidated statements of operations are required. The pro forma information presented is for information purposes only and is not necessarily indicative of the consolidated results of operations that would have been realized if the transactions had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future consolidated operating results or financial position. The following unaudited Pro Forma condensed consolidated statements of operations give effect to these acquisition transactions as if they had occurred at the beginning of the fiscal year presented. The unaudited pro forma condensed financial statements should be read together with the Company’s historical financial statements, which are included in the Company’s latest annual report on Form 10-K and quarterly report on Form 10-Q, and the acquired entities’ historical information included herein. Unaudited Pro Forma Condensed Combined Statements of Operations Three months ended Nine months ended April 30, 2019 April 30, 2019 Revenues 44,707 98,765 Net Loss (199,512 ) (516,249 ) Less: Net Loss Attributable to Noncontrolling Interest (2,998 ) (a) (24,608 ) (a) Net Loss Attributable to Hartford Great Health Corp (196,514 ) (491,641 ) Net loss per common share: Basic and Diluted (0.00 ) (b) (0.00 ) (b) Notes: (a) Represents the net loss being allocated to noncontrolling interests. (b) Represents the net loss per shares, the weighted average shares increased as if the issuance of 96,090,000 common shares to finance the acquisitions occurred at the beginning of the fiscal year presented. |