XML 19 R8.htm IDEA: XBRL DOCUMENT

Business Combinations

6 Months Ended

Jun. 30, 2017

NOTE 3 - BUSINESS COMBINATIONS

On September 30, 2015, GRNQ completed the purchase of a 100% equity interest and assets of Falcon Secretaries Limited, Ace Corporate Services Limited, and Shenzhen Falcon Financial Consulting Limited (Collectively known as “F&A”). On the same day, GRNQ completed the purchase of a 60% equity interest and assets of Yabez (Hong Kong) Company Limited (“Yabez”).

As of the acquisition date, the allocations of the purchase price are stated as follows:

	F&A			Yabez			Total
Plant and equipment	$	1,270		$	3,026		$	4,296
Accounts receivable		103,578			39,435			143,013
Prepayments, deposits and other receivables		5,467			6,479			11,946
Cash and cash equivalents		21,520			29,050			50,570
Accounts payable and accrued liabilities		(129,039	)		(39,627	)		(168,666	)
Intangible assets		449,500			175,000			624,500
Goodwill*		1,211,864			260,865			1,472,729
Fair value of F&A and Yabez, respectively		1,664,160			474,228			2,138,388
Non-controlling interest		-			(85,291	)		(85,291	)
Total purchase consideration**	$	1,664,160		$	388,937		$	2,053,097

*The goodwill was adjusted from $1,402,316 in 2015 to $1,472,729 in 2016 due to finalization of the purchase price allocation and valuation of the acquired entities.

**Total purchase consideration consisted of 2,080,200 and 486,171 shares of GRNQ common stock, which was priced at $0.80 per share, for F&A and Yabez, respectively.

On April 25, 2017, GRNQ completed the purchase of a 60% equity interest and assets of Billion Sino Holdings Limited (“BSHL”). (See Note 1).

On April 28, 2017, GSHL sold two (2) ordinary shares of Gushen Credit Limited (“GCL”) to GRNQ, representing 100% of ownership, for a total consideration of $0.26 in cash. (See Note 1).

As of the acquisition date, the allocations of the purchase price are stated as follows:

	BSHL			GCL			Total
Rental and utility deposit	$	3,481		$	-		$	3,481
Bank fixed deposit		12,903			-			12,903
Cash and cash equivalents		132,451			-			132,451
Amount due to a director		(16,597	)		-			(16,597	)
Accrued expenses		(90,939	)		(93,565	)		(184,504	)
Intangible assets		94,057			-			94,057
Deferred tax liabilities		(15,519	)		-			(15,519	)
Goodwill		1,120,356			93,565			1,213,921
Fair value of BSHL		1,240,193			-			1,240,193
Non-controlling interest		(47,935	)		-			(47,935	)
Total purchase consideration*	$	1,192,258		$	-		$	1,192,258

*Total purchase consideration consisted of 340,645 shares of GRNQ common stock, which was priced at $3.50 per share, for BSHL.

The following unaudited pro forma information presents the combined results of operations as if the acquisition of BSHL had been completed on January 1, 2016, the beginning of the comparable prior annual reporting period.

The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred in integrating the two companies. Accordingly, these unaudited pro forma results are presented for informational purpose only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations:

	For the six months ended June 30
	2017		2016
	(unaudited)		(unaudited)
Revenue	$	2,117,169	$	1,301,629
Gross profit		1,540,521		676.905
Operating income (loss)		117,784		(244,072	)
Net income (loss)	$	106,815	$	(304,939	)
Net income (loss) per share		0.00		(0.00	)