8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: August 5, 2015

WONHE HIGH-TECH INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	0-54744	26-0775642
(State of other jurisdiction of	(Commission File No.)	(IRS Employer
incorporation or organization)		Identification No.)

Room 1001, 10^th Floor, Resource Hi-Tech Building South Tower

No. 1 Songpingshan Road, North Central Avenue North High-Tech Zone

Nanshan District, Shenzhen, Guangdong Province, P.R. China 518057

(Address of principal executive offices) (Zip Code)

852-2815-0191

(Registrant’s telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Disposition of Assets.

Early in July 2015, World Win International Holdings Ltd. ("World Win"), a wholly-owned subsidiary of Wonhe High-Tech International, Inc. (the "Registrant"), organized Wonhe Multimedia Commerce Ltd. ("Australian Wonhe") under Australian law. 60% of the capital stock of Australian Wonhe was issued to World Win. 25% was issued to Wonhe International (Hong Kong), which is wholly owned and controlled by Qing Tong, who is Chairman of the Board of the Registrant. The remaining 15% was issued to three non-affiliated investors.

On August 5, 2015, World Win sold all of the outstanding capital stock of Kuayu International Holdings Group Limited ("Kuayu") to Australian Wonhe. In exchange for Kuayu, Australian Wonhe paid World Win $10,000 Hong Kong Dollars (US $1,290).

Kuayu is the sole owner of Shengshihe Management Consulting (Shenzhen) Co., Ltd., which is the Registrant's subsidiary in China, with respect to which the operating company, Shenzhen Wonhe Technology Co., Ltd., is a variable interest entity. The effect of the sale of Kuayu, therefore, was to reduce the interest of the Registrant in its operating company by 40%. This will result in the Registrant recognizing a transaction loss of approximately $13,400,000 during the quarter ended September 30, 2015.

The purpose of the sale of Kuayu to Australian Wonhe is to facilitate a public offering of the capital stock of Australian Wonhe in Australia. The successful completion of an offering in Australia will further dilute the Registrant's ownership of Australian Wonhe.

Item 9.01 Financial Statements and Exhibits

Financial Statements

Pro forma financial statements of Wonhe High-Tech International, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WONHE HIGH-TECH INTERNATIONAL, INC.
Dated: August 20, 2015	By:	/s/ Nanfang Tong
		Nanfang Tong
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

Unaudited Pro Forma Condensed Consolidated Financial Information

On August 5, 2015 World Win International Holdings Ltd. ("World Win"), a wholly-owned subsidiary of Wonhe High-Tech International, Inc. ("Wonhe High-Tech"), sold all of the outstanding capital stock of Kuayu International Holdings Group Limited ("Kuayu") to Wonhe Multimedia Commerce Ltd. ("Australian Wonhe"). In exchange for Kuayu, Australian Wonhe paid World Win $10,000 Hong Kong Dollars (US $1,290). Prior to the aforesaid transaction, Australian Wonhe was a shell corporation, in which World Win owns 60% of the capital stock.

The following unaudited pro forma condensed consolidated income statements have been derived from the unaudited consolidated statements of operations and other comprehensive income of Wonhe High-Tech for the six months ended June 30, 2015 and the audited consolidated statements of operations and other comprehensive income of Wonhe High-Tech for the year ended December 31, 2014, and adjusts such information to give the effect as if the foregoing transaction occurred on January 1, 2015 and January 1, 2014.

The following unaudited pro forma consolidated balance sheet has been derived from the unaudited balance sheet of Wonhe High-Tech as of June 30, 2015, and adjusts such information to give the effect as if the foregoing transactions occurred on June 30, 2015.

The Registrant estimates that, during the quarter ended September 30, 2015, it will record a transaction loss of approximately $13,400,000 as a result of the sale of Kuayu by World Win. That transaction loss is not recorded in the following pro forma financial statements.

All of the following pro forma financial statements are presented in U.S. dollars.

Wonhe High-Tech International Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Income Statement

For the year ended December 31, 2014

(U.S. Dollars)

	Wonhe
	High-Tech and Subsidiaries		Pro Forma Adjustments		Pro Forma
Revenue		6,195,313				6,195,313
Cost of goods sold		3,257,289				3,257,289
Gross profit		2,938,024				2,938,024
Operating expenses		759,707				759,707
Income from operations before other income		2,178,317				2,178,317
Other income		111,354				111,354
Income before income taxes		2,289,671				2,289,671
Provision for income taxes		295,973				295,973
Net income before noncontrolling interests		1,993,698				1,993,698
Noncontrolling interests		96,756	A	758,777		855,533
Net income attributable to common stockholders (B)		1,896,942				1,138,165
Net income per share, basic and diluted (B)		0.05				0.03
Weighted average shares outstanding, basic and diluted		38,380,130				38,380,130

A. Adjustment to reflect the sale of our wholly owned subsidiaries Kuayu to Australian Wonhe of which the Company owns 60%, as if the transaction occurred on January 1, 2014. 

B. The transaction loss of approximately $13,400,000 based upon information as of June 30, 2015, is not reflected in the above pro-forma presentation.

Wonhe High-Tech International Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Income Statement

For the six months ended June 30, 2015

(U.S. Dollars)

	Wonhe High-Tech
	and Subsidiaries		Pro Forma Adjustments		Pro Forma
Revenue		13,424,684				13,424,684
Cost of goods sold		7,115,998				7,115,998
Gross profit		6,308,686				6,308,686
Operating expenses		488,191				488,191
Income from operations before other income		5,820,495				5,820,495
Other income		81,672				81,672
Income before income taxes		5,902,167				5,902,167
Provision for income taxes		739,841				739,841
Net income before noncontrolling interests		5,162,326				5,162,326
Noncontrolling interests		257,496	A	1,961,932		2,219,428
Net income attributable to common stockholders (B)		4,904,830				2,942,898
Net income per share, basic and diluted (B)		0.11				0.06
Weighted average shares outstanding, basic and diluted		46,165,213				46,165,213

A. Adjustment to reflect the sale of our wholly owned subsidiaries Kuayu to Australian Wonhe of which the Company owns 60%, as if the transaction occurred on January 1, 2015. 

B. The transaction loss of approximately $13,400,000 based upon information as of June 30, 2015, is not reflected in the above pro-forma presentation.

Wonhe High-Tech International Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of June 30, 2015

(U.S. Dollars)

	Wonhe High-Tech
	and Subsidiaries			Pro Forma Adjustments				Pro Forma
TOTAL ASSETS		60,831,067	A		1,290			60,832,357
TOTAL  LIABILITIES		624,725						624,725
Common stock (58,510,130 shares issued and outstanding at June 30, 2015)		58,510						58,510
Additional paid in capital		32,187,299						32,187,299
Statutory reserve		2,524,259						2,524,259
Retained earnings		22,747,091	A		13,366,264			9,380,827
Comprehensive income - foreign currency gains		943,055						943,055
Stockholders' equity before noncontrolling interests		58,460,214						45,093,950
Noncontrolling interests		1,746,128				A	13,367,554	15,113,682
TOTAL EQUITY		60,206,342						60,207,632
TOTAL LIABILITIES & EQUITY		60,831,067						60,832,357

A. Adjustment to reflect the sale of our wholly owned subsidiaries Kuayu to Australian Wonhe of which the Company owns 60%, as if the transaction occurred on June 30, 2015.