Exhibit 99.1
Hartford Great Health Management (Shanghai) Ltd. and Subsidiary
CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2018
|
Hartford Great Health Management (Shanghai) Ltd. and Subsidiary
Contents
July 31, 2018
Pages | ||
Independent Auditor’s Report | 1 | |
Financial Statements: | ||
Consolidated Balance Sheet | 2 | |
Consolidated Statement of Operations | 3 | |
Consolidated Statement of Changes in Stockholders' Deficit | 4 | |
Consolidated Statement of Cash Flows | 5 | |
Notes to Consolidated Financial Statements | 6 - 10 |
|
|
3230 Fallow Field Drive Diamond Bar, CA 91765 Tel: +1 (909) 839-0188 Fax: +1 (909) 839-1128 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and shareholders of
Hartford Great Health Management (Shanghai) Ltd
Opinions on the Financial Statements
We have audited the accompanying consolidated balance sheets of Hartford Great Health Management (Shanghai) Ltd and subsidiary (the “Company”) as of July 31, 2018, and the related consolidated statement of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for the year in the period ended July 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2018, and the results of its operations and its cash flows for the year in the period ended July 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Simon & Edward, LLP
Los Angeles, California
October 31, 2019
We have served as the Company's auditor since 2019.
1 |
Hartford Great Health Management (Shanghai) Ltd. and Subsidiary
Consolidated Balance Sheet
July 31, 2018
2018 | ||||
ASSETS | ||||
Current Assets | ||||
Cash and cash equivalents | $ | 59,948 | ||
Prepaid and other receivables | 14,919 | |||
Related party receivables | 902,438 | |||
Total Current Assets | 977,305 | |||
Noncurrent Assets | ||||
Equipment, net | 5,911 | |||
Restricted cash, noncurrent | 29,324 | |||
Goodwill | 105,813 | |||
Other assets | 1,022 | |||
Total Noncurrent Assets | 142,070 | |||
TOTAL ASSETS | $ | 1,119,375 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Current Liabilities | ||||
Accounts payable | $ | 1,015 | ||
Related party payables | 1,081,101 | |||
Other current payables | 40,123 | |||
Total Current Liabilities | 1,122,239 | |||
TOTAL LIABILITIES | 1,122,239 | |||
Stockholders' Equity | ||||
Accumulated deficit | (73,886 | ) | ||
Accumulated other comprehensive Income | 6,168 | |||
Noncontrolling interest | 64,854 | |||
Total Stockholders' Deficit | (2,864 | ) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 1,119,375 |
The accompanying notes are an integral part of these consolidated statements.
2 |
Hartford Great Health Management (Shanghai) Ltd. and Subsidiary
Consolidated Statement of Operations
For the Year Ended July 31, 2018
2018 | ||||
Operating expenses | ||||
General and administrative | 79,766 | |||
Total Operating Expenses | 79,766 | |||
Operating Loss | (79,766 | ) | ||
Other Income (Expense) | ||||
Interest income, net | 4,461 | |||
Other Income, net | 4,461 | |||
Loss before income taxes | (75,305 | ) | ||
Income Tax Expense | — | |||
Net Loss | (75,305 | ) | ||
Less: Net Loss Attributable to | ||||
Noncontrolling Interest | (1,419 | ) | ||
Net Loss Attributable to | ||||
Shanghai Hartford | $ | (73,886 | ) | |
Other Comprehensive income, net of income tax | ||||
Foreign currency translation adjustments | 6,168 | |||
Total other comprehensive income | 6,168 | |||
Less: Total other comprehensive loss attributable to noncontrolling interest | — | |||
Total Other Comprehensive Loss Attributable to Shanghai Hartford | 6,168 | |||
Total Comprehensive loss | $ | (67,718 | ) |
The accompanying notes are an integral part of these consolidated statements.
3 |
Hartford Great Health Management (Shanghai) Ltd. and Subsidiary
Consolidated Statements of Changes in Stockholders' Equity (Deficit)
For the Year Ended July 31, 2018
Accumulated (Deficit) | Accumulated Other Comprehensive Income | Total Noncontrolling Interest | Stockholder’ Equity (Deficit) | |||||||||||||
Balance, July 31, 2017 | $ | — | $ | — | $ | — | $ | — | ||||||||
Net (loss) | (73,886 | ) | — | (1,419 | ) | (75,305 | ) | |||||||||
Contribution through acquisition | — | — | 66,273 | 66,273 | ||||||||||||
Foreign currency translation adjustment | — | 6,168 | — | 6,168 | ||||||||||||
Balance, July 31, 2018 | $ | (73,886 | ) | $ | 6,168 | $ | 64,854 | $ | (2,864 | ) |
The accompanying notes are an integral part of these consolidated statements.
4 |
Hartford Great Health Management (Shanghai) Ltd. and Subsidiary
Consolidated Statement of Cash Flows
For the Year Ended July 31, 2018
2018 | ||||
Cash flows from operating activities: | ||||
Net loss including noncontrolling interests | $ | (75,305 | ) | |
Adjustments to reconcile net loss including noncontrolling interests to net cash used in operating activities: | ||||
Depreciation | 168 | |||
Changes in operating assets and liabilities: | ||||
Prepaid and other receivables | (15,594 | ) | ||
Related party receivables | (937,629 | ) | ||
Other assets | 14,997 | |||
Related party payables | 1,034,839 | |||
Other current liabilities | 39,819 | |||
Net cash provided by operating activities | 61,295 | |||
Cash flows from investing activities: | ||||
Cash proceeds from Acquisition | 37,925 | |||
Purchases of property and equipment | (5,566 | ) | ||
Net cash provided by investing activities | 32,359 | |||
Cash flows from financing activities: | ||||
Net cash provided by financing activities | — | |||
Effect of exchange rate changes on cash | (4,382 | ) | ||
Net increase in Cash, cash equivalents and restricted cash | 89,272 | |||
Cash, cash equivalents and restricted cash at beginning of period | — | |||
Cash, cash equivalents and restricted cash at end of period | $ | 89,272 | ||
Supplemental Cash Flow Information | ||||
Interest paid | $ | — | ||
Income taxes paid | $ | — |
The accompanying notes are an integral part of these consolidated statements.
5 |
Hartford Great Health Management (Shanghai) Ltd. and Subsidiary
Notes to Consolidated Financial Statements
July 31, 2018 and 2017
1. | NATURE OF OPERATIONS AND BASIS OF PRESENTATION |
Nature of Operations
Hartford Great Health Management (Shanghai) Ltd (“HFSH”) was incorporated on May 25, 2018. On June 11, 2018, HFSH injected $703,884 (RMB4,500,000) in exchange for 90 percent ownership of Shanghai Qiao Garden International Travel Agency (“Qiao Garden Int’l Travel”). Qiao Garden Int’l Travel operates as travel agency in Shanghai since June 2001 and its travel agency license will be expired on June 11, 2031. Qiao Garden Int’l Travel was acquired to be engaged in a travel agency business which aids clients in planning travel between China and the United States. However, due to the mounting restrictions on US-China trade, the agency has not yet been able to obtain a business license for outbound travel from China to the US. As a result, Qiao Garden Int’l Travel has yet to generate any revenue since acquisition.
Basis of Presentation
HFSH prepares its consolidated financial statements in accordance with generally accepted accounting standards and principles (U.S. GAAP) established by the Financial Accounting Standards Board (FASB). References to U.S. GAAP in these notes are to the FASB Accounting Standards Codification (ASC).
2. | SIGNIFICANT ACCOUNTING POLICIES |
Use of Estimates
The preparation of consolidated financial statements in conformity with US GAAP requires the Company's management to make estimates and assumptions that affect the amounts of assets and liabilities, the identification and disclosure of impaired assets and contingent liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Foreign Currency
The accounts of the Company are translated in accordance with FASB ASC 830. Foreign currency transaction gains and losses are recognized in other expense, net, at the time they occur. Net foreign currency exchange gains or losses resulting from the translation of assets and liabilities are recorded as a part of accumulated other comprehensive gain or loss in stockholders’ equity. The Company does not undertake hedging transactions to cover its foreign currency exposure.
Cash and Cash Equivalents
The majority of cash is maintained with a major financial institution in China. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Restricted Cash, noncurrent
The Company early adopted Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that restricted cash be included with cash and cash equivalents when reconciling the beginning of year and end of year total amounts shown on the statements of cash flows. The provisions of ASU-2016-18 are effective for the years beginning after December 31, 2019, with early adoption permitted. The restricted cash is collateral required by the local government Qiao Garden Int’l Travel to maintain its travel agency license.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows.
July 31, 2018 | ||||
Cash and cash equivalents | $ | 59,948 | ||
Restricted cash-noncurrent | 29,324 | |||
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ | 89,272 |
6 |
Revenue Recognition
As HFSH is developing its own core business line, limited operations occurred, and no revenue has yet generated since its inception of corporation. Upon the acquisition on June 2018, Qiao Garden Int’l Travel is under restructuring and in the process of applying a new license including international travel business. As of July 31, 2018, the license yet approved by local government.
Equipment, net
Equipment, net, mainly consists of Furniture and fixtures, and Office and computer equipment. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets. Expenditures for repairs and maintenance are charged to expense as incurred.
Fair value measurement
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting Standard Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”), describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:
Level 1 - Quoted prices in active markets for identical assets or liabilities or funds.
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The Company’s financial instruments consist of cash and cash equivalents, accounts receivables, related party receivable, accounts payable, related party payable and other current payable. The carrying amounts of afore-mentioned accounts approximate fair value because of their short-term nature.
Goodwill
Goodwill, which represents the excess of the purchase price over the fair value of identifiable net assets acquired, is not amortized, in accordance with Accounting Standards Codification (ASC) 350, Intangibles—Goodwill and Other. Goodwill is subjected to be tested for impairment at the reporting unit level on an annual basis and between annual tests, if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The following is a roll-forward of goodwill for the year ended July 31, 2018 reportable segment:
Qiao Garden Intl. Travel Agency | Total | |||||||||
Balance at July 31, 2017 | $ | — | $ | — | ||||||
Acquisitions | 105,813 | 105,813 | ||||||||
Balance at July 31, 2018 | $ | 105,813 | $ | 105,813 |
Business Combinations
If an acquired set of activities and assets is capable of being operated as a business consisting of inputs and processes from the viewpoint of a market participant, the assets acquired and liabilities assumed are a business. Business combinations are accounted for using the acquisition method of accounting, which requires an acquirer to recognize the assets acquired and the liabilities assumed at the acquisition date measured at their fair values as of that date. The value of goodwill reflects the excess of the fair value of the consideration conveyed to the seller over the fair value of the net assets received. Acquisition-related costs that the Company incurs to affect a business combination are expensed in the periods in which the costs are incurred.
Noncontrolling interest
The Company adopted ASC 810, Noncontrolling Interests in Consolidated Financial Statements—an Amendment of Accounting Research Bulletin No. 51, as of January 1, 2009. ASC 810 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. ASC 810 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interest of the parent and the interests of the noncontrolling owner.
7 |
Income Taxes and Tax Status
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
The Company has been in loss position and zero balances of tax provisions, deferred tax assets and liabilities as of the reporting periods ended.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results operations.
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606),” including subsequently issued updates. This series of comprehensive guidance has replaced all existing revenue recognition guidance and became effective for us beginning August 31, 2018. There is a five-step approach outlined in the standard. Entities are permitted to apply the new standard under the full retrospective method, subject to certain practical expedients, or the modified retrospective method that requires the application of the guidance only to contracts that are uncompleted on the date of initial application. The Company does not believe the adoption of this ASU would have a material effect on the Company’s financial statements..
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) as updated. This new standard introduces a new lease model that requires the recognition of lease assets and lease liabilities on the balance sheet and the disclosure of key information about leasing arrangements. While this new standard retains most of the principles of the existing lessor model under U.S. GAAP, it aligns many of those principles with ASC 606: Revenue from Contracts with Customers. The new guidance will be effective beginning after December 31, 2019 and early adoption will be permitted for all entities. The Company is evaluating the impact of the adoption of ASU 2016-02 on its financial position and results of operations.
In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement – Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. The amendments in this Update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company does not believe the adoption of this ASU would have a material effect on the Company’s financial statements.
In June 2016, the FASB issued ASU No. 2016-13, (Topic 326), Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments which amends the current accounting guidance and requires the use of the new forward-looking “expected loss” model, rather than the “incurred loss” model, which requires all expected losses to be determined based on historical experience, current conditions and reasonable and supportable forecasts. This guidance amends the accounting for credit losses for most financial assets and certain other instruments including trade and other receivables, held-to-maturity debt securities, loans and other instruments. ASU 2016-13 is effective for all other entities for annual periods beginning after December 15, 2021, and interim periods within those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods therein. The Company is evaluating the impact of the adoption of ASU 2016-13 on its financial position and results of operations.
8 |
3. RELATED PARTY TRANSACTIONS
One of the directors advanced $241,701 for business trips and business developing expenses and the amount is going to be reimbursed or paid back within three months.
Amount of $ 642,044 is loan receivable from Shanghai Qiaohong Real Estate Co., Ltd. (“SH Qiaohong”), owning 40 percent equity interest of Hangzhou Longjing Qiao Fu Vacation Hotel Co., Ltd (“HZLJ”). HFSH loaned the amount to SH Qiaohong for two years on June 21, 2018, the related party loan bears annual interest of six percent. The balance will be paid back by June 30, 2020. $ 4,461 of interest income was recognized during the year ended July 31, 2018.
The remaining related party receivables, amount of $18,693, represents the operating advances made to multiple companies which are under common control by the same management. These advances do not bear interest and are considered due on demand.
Related party payable due to affiliates, represented the unpaid portion of operating advances made to HFSH and Qiao Garden Int’l Travel by the affiliates which are under common control by the same management. These advances do not bear interest and are considered due on demand.
As of July 31, 2018 | ||||
Shanghai Qiaohong | $ | 1,000,850 | ||
Miscellaneous advances from multiple companies | 80,251 | |||
Total related party payable | $ | 1,081,101 |
The majority advances were made from SH Qiaohong. HFSH used the amount for start-up expense and the acquisition of 90 percent of Qiao Garden Int’l Travel.
4. Acquisition
On June 11, 2018, HFSH invested $703,884 to acquire 90 percent ownership of Qiao Garden Int’l Travel from an affiliate under common control of the same management.. The acquisition expands HFSH’s capabilities in travel agency industry. The results of operations of the acquired entities are included in HFSH’s consolidated financial statements commencing on the acquisition date. HFSH has recorded an allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their fair value at the acquisition date. HFSH accounted the acquisition transaction in accordance with FASB ASC 805, Business Combinations, using the acquisition method of accounting. HFSH 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 statement of operations. As of the acquisition date, $105,813 goodwill is recognized accordingly.
9 |
The calculation of purchase price and purchase price allocation is as follows:
Identifiable Assets Acquired | ||||
and Liabilities Assumed | ||||
Cash and cash equivalents | $ | 706,436 | ||
Restricted cash | 36,016 | |||
Other current assets | 16,398 | |||
Related party receivables | 9,258 | |||
Equipment - Net | 817 | |||
Goodwill | 105,813 | |||
Related party payables | (101,007 | ) | ||
Other current payables | (3,395 | ) | ||
Noncontrolling interest | (66,452 | ) | ||
Total Consideration | $ | 703,884 |
Goodwill is mainly attributable to synergies expected from the acquisition of travel agency license and assembled workforce.
Related party payable consisted the unpaid portion of operating advances made to Qiao Garden Int’l Travel by the affiliates which are under common control by the same management. These advances do not bear interest and are considered due on demand.
5. Commitment
HFSH and its subsidiary have entered into several operating lease agreements for its offices. As of July 31, 2018, future minimum rent payments under these lease agreements are as follows:
Years ending July 31: | ||||||
2019 | $ | 38,753 | ||||
2020 | 39,311 | |||||
2021 | 41,650 | |||||
2022 | 34,898 | |||||
2023 | 1,138 | |||||
2024 and thereafter | 1,717 | |||||
$ | 157,467 |
Rental expense under all operating leases totaled $ 7,064 for the year ended July 31, 2018.
6. Subsequent Events
On March 20, 2019, HFSH entered into an Agreement (the Purchase Agreement) with Hartford Great Health Corp. (“HFUS”) (the Buyer). Pursuant to the Purchase Agreement, the Buyer purchased 100% of HFSH and its 90 percent owned subsidiary Qiao Garden Int’l Travel. Total consideration was $358,715 for the assets acquired and certain liabilities assumed.
10 |