Acquisition of SWC Group, Inc

6 Months Ended

Dec. 31, 2014

Acquisition Of Swc Group Inc

Acquisition of SWC Group, Inc

17. Acquisition of SWC Group, Inc

On July 16, 2014 the Company entered into an agreement to acquire City of Industry, California based SWC Group, Inc., a California Corporation, which does business as CarryOutSupplies.com. CarryOutSupplies.com is a producer and wholesaler of custom printed and generic takeout supplies. CarryOutSupplies.com, which services more than 32,500 takeout establishments, restaurants and other food service operators, is headquartered at 167 N Sunset Ave, City of Industry, CA 91744, with two additional warehouse locations in Southern California. The acquisition closed on October 28, 2014. On this date, the Board of Directors of the Company executed the final Acquisition and Share Exchange Agreement (the “Share Exchange Agreement”) ratifying the Pending Acquisition. Under the terms of the Share Exchange Agreement, the Company will issue Thirty Five Million (35,000,000) common shares of the Company to the holders of CarryOutSupplies.com in exchange for all of the outstanding shares in CarryOutSupplies.com. The number of Company shares exchanged shall be modified to Forty Million (40,000,000) shares Thirty (30) days after the effective date of this Share Exchange Agreement should CarryOutSupplies.com demonstrate revenues for the three (3) month period ending June 30, 2014 did not fall below a level equal to 70% of the revenues for the three (3) month period ending June 30, 2013. The number of shares exchanged shall be modified to Seventy One Million (71,000,000) Seventy Five (75) days after the effective date of this Share Exchange Agreement should CarryOutSupplies.com demonstrate revenues for the three (3) month period ending September 30, 2014 did not fall below a level equal to 70% of the revenues for the three (3) month period ending September 30, 2013. As of the date of this filing, all of the 71,000,000 shares had been issued to the owners of CarryOutSupplies.com.

With the merger behind the Company now, we are in the process of rolling out three new verticals under the corporate umbrella; state side manufacturing and printing, ad support products, and online restaurant supplies catalogue. All of which is leveraging the strength of Sugarmade’s core business. 

The acquisition was accounted as transactions between entities under common control in accordance with ASC Topic 805-50-25 since both Sugarmade and CarryOutSupplies.com had one common major shareholder and officer. When accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net assets or the equity interests, shall initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer. The following table summarizes the carrying values of the assets acquired and a liabilities assumed at the date of acquisition (or transfer):

Cash	$	209,214
Accounts receivable		388,399
Inventory		475,034
Other current assets		44,033
Security deposit		23,281
Loan receivables		312,521
Fixed assets		143,916
Intangible assets		3,039
Accounts payable		(1,727,870	)
Credit card payable		(420,773	)
Due to Sugarmade		(135,000	)
Customer deposits		(234,197	)
Loans payable		(529,064	)
Other payables		(297,047	)
Long term notes payables		(460,000	)
Net assets at carrying value:	$	(2,204,514	)

The following unaudited pro forma consolidated results of operations of the Company and SWC Group for the six and three months ended December 31, 2014 and 2013, presents the operations of the Company and SWC Group as if the acquisition of SWC Group occurred on July 1, 2013, respectively. The pro forma results are not necessarily indicative of the actual results that would have occurred had the acquisition been completed as of the beginning of the periods presented, nor are they necessarily indicative of future consolidated results.

	Three Months ended December 31,
	2014			2013
	(Unaudited)
Net sales	$	1,154,773		$	1,538,997
Net loss	$	(3,163,484	)	$	(49,324	)

	Six Months ended December 31,
	2014			2013
	(Unaudited)
Net sales	$	3,318,974		$	5,028,396
Net income (loss)	$	(9,143,793	)	$	210,851