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Business Combinations

12 Months Ended

Dec. 31, 2017

NOTE 3 - BUSINESS COMBINATIONS

On April 25, 2017, the Company completed the purchase of a 60% equity interest and assets of Billion Sino Holdings Limited (“BSHL”). The Company acquired BSHL to expand insurance services. BSHL, through its wholly owned subsidiary Parich Wealth Management Limited (Hong Kong), provides insurance intermediary business in Hong Kong and services include long term and general insurance. Due to the thinly traded market of the Company’s common stock, the purchase price consideration was based on the latest offering price in a contemporaneous private placement to a third party, which was $2.50 per share of common stock and the total purchase consideration of $851,613.

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

	BSHL
Cash and cash equivalents	$	145,354
Deposits		3,481
Amount due to a director		(16,597	)
Accrued expenses		(90,939	)
Intangible assets		94,057
Deferred tax liabilities		(15,519	)
Goodwill		1,299,518
Fair value of BSHL		1,419,355
Noncontrolling interest		(567,742	)
Total purchase consideration	$	851,613

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. 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 years ended December 31
	2017			2016
	(unaudited)			(unaudited)
Revenue	$	4,204,075		$	3,302,198
Gross profit		2,438,003			2,070,759
Operating income (loss)		(2,839,246	)		32,282
Net income (loss)	$	(2,939,808	)	$	(38,919	)
Net income (loss) per share	$	(0.06	)	$	(0.00	)

Subsequent to the acquisition of Billion Sino Holdings Limited (“BSHL”), the operating performance of the BSHL reporting unit decreased and began to be affected by reduced margins as a result of certain regulatory changes. Specifically, the Chinese government introduced certain capital controls that curtailed certain types of revenue in the insurance market. As a result of this decline, particularly in future expected cash flows, along with comparable fair value information, management concluded that the carrying value of goodwill of $1,299,518 and intangible asset of $68,087 for BSHL exceeded its fair value. In addition, at December 31, 2017, the Company determined that $434,865 of goodwill and $96,250 of an intangible asset recorded in 2015 arising from the acquisition of Yabez (Hong Kong) Company Limited was impaired. Accordingly, at December 31, 2017, the Company recorded a total impairment of goodwill and intangible assets of $1,898,720.

On July 21, 2017, Greenpro Resources Limited, the wholly owned subsidiary of the Company, acquired 51% of the shareholdings of Greenpro Family Office Limited (“GFOL”). Loke Che Chan Gilbert, our Chief Financial Officer, was the sole shareholder of GFOL before the transaction and the acquisition is accounted for as a transfer among entities under common control. GFOL had net assets of $1 at the time of the transaction.