documentc

Table of Contents

I. TABLE OF CONTENTS1

II. ACQUISITION OF 100% ACQUIREE A

a. Assumptions made..2

b. Acquisition analysis.2

c. Journal entries and eliminating entries3

III. ACQUISITION OF 80% ACQUIREE B



c. Journal entries and eliminating entries5

IV. ACQUISITION OF 60% ACQUIREE C



c. Journal entries and eliminating entries...8

V. CONSOLIDATION WORKSHEET9

VI. CONSOLIDATED STATEMENT OF FINANCIAL POSITION10

VII. CONSOLIDATED COMPREHENSIVE INCOME.12

VIII. APPENDIX: Separate Financial Statements of the acquirer and all acquires13

II. ACQUISITION OF 100% ACQUIREE A

A. ASSUMPTION MADE

Grand Plaza Hotel eneters into a business combination by acquiring all the assets except cash

and assumed all the liabilities except advances from officers of Beauche International Inc.

Grand Plaza Hotel 's consideration transferred consists of the following:

a)

Issued 350,000 shares at a fair value of P15

b)

transferred inventories amounted to 10,700,000

c)

GPH agreed to issue additional 25,000 shares if the average income

during the 2-year period of 2013-2014 exceeded 10,000,000 per year.

d)

Additional cash payment of 2282,146 would be made on January 1,2017 equal to the

amount by which the average annual earnings of GMH exceed 12,000,000 per year.

e)

Paid cash worth 24,149,436

B. ACQUISITION ANALYSIS

C. JOURNAL ENTRIES

III. ACQUISITION OF 80% ACQUIREE B

A. ASSUMPTION MADE


C. JOURNAL ENTRIES

IV. ACQUISITION OF 60% ACQUIREE C

A. ASSUMPTION MADE


C. JOURNAL ENTRIES

V. CONSOLIDATION WORKSHEET

VI. CONSOLIDATED STATEMENT OF FINANCIAL POSITION

VII. CONSOLIDATED COMPREHENSIVE INCOME

1 | Page

80%20%100%

PARENTNCITOTAL

CONSIDERATION TRANSFERRED

ASSETS

Cash and Cash Equivalents3.60 0.90 4.50

Plant Property and Equipment0.87 0.22 1.09

Cash Contingency0.76 0.19 0.95

Equity Instrumeny

Common Stock2.80 0.70 3.50

Stock Contingency0.80 0.20 1.00

Total 8.83 2.21 11.04

BOOK VALUE OF NET IDENTIFIALE ASSETS

Common Stock1.60 0.40 2.00

Retainied Earnings5.94 1.48 7.42

Total 7.54 1.88 9.42

ALLOCATED EXCESS1.30 0.32 1.62

FVBV

Cash and Equivalents1.38 1.15 0.18 0.05 0.23

Accounts Receivable3.20 2.67 0.43 0.11 0.53

Equipment6.91 5.76 0.92 0.23 1.15

Patent0.14 0.12 0.02 0.00 0.02

Advances from the officers(0.10) (0.09) (0.01) (0.00) (0.02)

Income Tax Payable(0.08) (0.07) (0.01) (0.00) (0.01)

TOTAL1.53 0.38 1.91

BARGAIN PURCHASE GAIN(0.29)

Investment in Northern Star8.83

Cash and Equivalents3.60

Property, plant and equiment,net0.87

Common Stock2.80

Cash contingency0.76

Stock contingency0.80

Retained Earnings0.01


Common Stock1.60




Accounts Receivable0.53


Patent0.02

Advances from Officers0.02

Income Tax0.01


NCI0.38

1.94 1.94



In 2013, Ground Plaza Hotel acquires all of Transpacific Broadband Group International Inc.

outstanding stock by following consideration:

a)

Transferred 39,860,000 worth of cash

b)

5% of Net PPE were transferred

c)

90% of the Common stock were transferred

d)

Cash contingent payment of 100,000

e)

GPG agreed to issue additional shares of common stock to former stock holders of TBGI

if the average post-combination earnings over the next two years equaled

or exceeded 400000. The additional 1500 shares expected to be issued are valued at 20000

f)

TBGI has a disclosed a P275000 liability for a pending litigation. The fair

value of such liability as of acquisition date is P90000.

PARENTNCITOTAL

CONSIDERATION TRANSFERRED

ASSETS

Cash and Equivalents 39.86 26.57 66.43

Cash contigency0.10 0.07 0.17

Property Plant & Equipment - Net32.38 21.59 53.97

EQUITY INSTRUMENT

Common Stock100.17 66.78 166.94

Stock contigency0.02 0.01 0.03

TOTAL172.53 115.01 287.55

BV OF IDENTIFIALE NET ASSETS

Total Share Capital133.21 88.81 222.02

Treasury Stock (Amount)(0.26) (0.18) (0.44)

Total 132.95 88.63 221.58

ALLOCATED EXCESS39.58 26.37 65.96

OVER/UNDER VALUATION

FVBV

Inventories4.20 3.50 0.42 0.28 0.70

Cash and Equivalents and Equivalents10.32 8.60 1.03 0.69 1.72

Prepaid Expenses (Short-Term)0.10 0.09 0.01 0.01 0.02

Accounts Receivable And Other Receivables30.12 25.10 3.01 2.01 5.02

Short-Term Investments14.20 11.83 1.42 0.95 2.37

Investment In Affiliates/Joint Ventures36.00 30.00 3.60 2.40 6.00

Property Plant & Equipment - Net180.76 150.63 18.08 12.05 30.13

Other Noncurrent Assets32.87 27.39 3.29 2.19 5.48

Real Estate Investments60.34 50.29 6.03 4.02 10.06

Current Portion of Long-Term Debt0.13 0.11 (0.01) (0.01) (0.02)

Income Taxes Accrued/Payable0.08 0.07 (0.01) (0.01) (0.01)

Accounts Payable and Accrued Expenses0.99 0.83 (0.10) (0.07) (0.17)

Deferred Income Taxes (Liabilities)0.21 0.17 (0.02) (0.01) (0.03)

Pension/Postretirement Liabilities1.32 1.10 (0.13) (0.09) (0.22)

Contingent Liability0.09 0.08 (0.01) (0.01) (0.02)

Long Term Debt6.29 5.24 (0.63) (0.42) (1.05)

TOTAL378.03 315.02 35.98 23.99 59.97

GOODWILL3.60 2.40 6.00

ENTRIES

Investment in subsidiary172.53

Cash and cash equivalents39.86


common stock32.38

cash contigency100.17

stock contigency0.02

172.53 172.53

Retained Earnings - Appropriated0.01


Elimination Entries

common stock133.21

Treasury share0.26


Inventory0.70


Prepaid Expenses and Other0.02

Accounts receivable5.02

Short-Term Investments2.37

Investment In Affiliates/Joint Ventures6.00


Other Noncurrent Assets5.48

Real Estate Investments10.06

Current Portion of Long-Term Debt0.02

Income Taxes Accrued/Payable0.01

Accounts Payable and Accrued Expenses0.17

Deferred Income Taxes (Liabilities)0.03

Pension/Postretirement Liabilities0.22

contingent liability0.02

Long Term Debt1.05


NCI23.99

61.49 61.49

Goodwill6.00


NCI2.40

100%80%60%DebitCreditConsolidation

Cash and Cash Equivalents181.74 207.04 214.49 1.95 (43.48) 561.74

Accounts receivable337.66 340.18 362.61 5.55 - 1,046.00

Inventory44.91 13.58 17.08 0.70 - 76.28

Prepaid Expenses and Other18.48 18.48 18.57 0.02 - 55.55

Due From Parties/Affiliates (Short-Term)1.89 1.89 1.89 - - 5.66

Short term Investment- 11.83 2.37 - 14.20

Patent0.02 0.02

Other Noncurrent Assets84.10 84.10 111.49 5.48 - 285.16

Investment In Affiliates/Joint Ventures48.47 48.47 78.47 6.00 - 181.40

Deferred Income Tax Asset (Long-Term)5.57 5.57 6.08 - - 17.22

Property, plant and equiment,net710.35 653.40 798.28 31.28 (0.97) 2,192.33

Refundable deposit0.80 - - - 0.80

Real Estate Investment- 50.29 10.06 - 60.34

Intagible asset excluding goodwill- 6.14 - - 6.14

Investment in Northern Star- - - -

Investment in TBGI- 181.59 (181.59) (0.00)

Goodwill5.30 - 6.00 - 11.30

Accounts Payable and Accrued Expenses(77.57) (77.57) (78.39) - (0.17) (233.70)

Current Portion of Long term Debt- (0.11) - (0.02) (0.13)

Advances from Officers(0.09) - - (0.09)

Due To Parties/Affiliates(2.12) (2.12) (2.12) - (0.02) (6.37)

Trade Payable (13.10) - - - (13.10)

Income Tax(0.67) (0.07) (0.07) - (0.01) (0.82)

Pension or Post retirement liabilities- (1.10) - (0.23) (1.34)

Contingent Liability- - - (0.02) (0.02)

Other current liabilities(233.83) (227.19) (227.19) - - (688.21)

Deferred Income Tax Liability- (0.17) - (0.03) (0.21)

Long term debt- (5.24) - (1.05) (6.29)

Loan Payable(49.95) - - - - (49.95)

Stock contingency(0.25) - - (0.02) (0.27)

Cash contingency(0.28) - - (100.97) (101.25)

Accrued Expenses (Long-Term)(21.91) (21.91) (21.91) - (0.76) (66.50)

Other Noncurrent Liabilities(29.12) (29.12) (29.12) - - (87.36)

Common stock(878.43) (875.18) (1,095.20) 133.21 (32.38) (2,747.99)

Cummulative Earnings- (43.33) 1.60 (2.80) (44.53)

Revaluation Surplus- (3.30) - - (3.30)

Share premium(14.66) (14.66) (44.09) - - (73.40)

Other Equity(6.09) (6.09) (6.09) - - (18.26)

Stock option issued- (8.92) - - (8.92)

Retained Earnings(1,742.07) (1,749.49) (1,742.07) 0.01 (0.26) (5,233.89)

Treasury share1,630.78 1,630.78 1,631.22 5.95 (26.62) 4,872.10

NCI- - - (0.38) (0.38)

Total(0.00) 0.00 (0.00) 391.78 (391.78) 0.00

Elimination

GRAND PLAZA HOTEL

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED DECEMBER 31,2013

(IN MILLIONS)

Current Assets:

Cash and Cash Equivalents

561.74

Accounts receivable

1046.00

Inventory

76.28

Prepaid Expenses and Other

55.55

Due From Parties/Affiliates (Short-Term)

5.66

Short term Investment

14.20

Total Current Asset

1,759.43

Noncurrent Assets:

Other Noncurrent Assets

285.16

Investment In Affiliates/Joint Ventures

181.40

Deferred Income Tax Asset (Long-Term)

17.22

Property, plant and equiment,net

2192.33

Refundable deposit

0.80

Real Estate Investment

60.34

Patent

0.02

Intagible asset excluding goodwill

6.14

Goodwill

11.30

Total Noncurrent Asset

2,754.71

Total Assets:4,514.14

Current Liabilities:

Accounts Payable and Accrued Expenses

233.7

Current Portion of Long term Debt

0.13

Advances from Officers

0.09

Due To Parties/Affiliates

6.37

Trade Payable

13.1

Income Tax Payable

0.82

Pension or Post retirement liabilities

1.34

Stock contingency

0.27

Cash contingency

101.25

Contingent Liability

0.02

Other current liabilities

688.21

Total current liabilities

1,045.30

Noncurrent Liabilities:

Deferred Income Tax Liability

0.21

Long term debt

6.29

Loan Payable

49.95

Accrued Expenses (Long-Term)

66.50

Other Noncurrent Liabilities

87.36

Total Noncurrent Liabilities

210.31

Shareholders Equity:

Common stock

2747.99

Cummulative Earnings

44.53

Revaluation Surplus

3.30

Share premium

73.40

Other Equity

18.26

Stock option issued

8.92

Retained Earnings

5233.89

Treasury share

-4827.10

NCI

0.38

Total Shareholders Equity

3,303.57

Total Liabilities & Shareholders Equity4,514.14

GRAND PLAZA HOTEL

CONSOLIDATED COMPREHENSIVE INCOME STATEMENT

FOR THE YEAR ENDED DECEMBER 31,2013

(IN MILLIONS)

Service Revenue495.0

Other Revenue(87.7) 407.3

Cost of Services(59.8)

Gross Profit522.9

Selling General and Administrative Expenses(214.5)

General and Administrative Expenses(199.5)

(414.1)

Income Before Income Taxes108.8

Income Tax Expense (Benefit)(38.2)

Other Non-Operating Expenses(0.1)

Equity In Earnings of Affiliate/Joint Ventures(0.6)

Foreign Exchange(7.1)

Interest Income7.1

(38.9)

Net Income from own operations69.9

Gain on change in Fair value-equipment (Beauche)10.5

Gain on change in Fair value-equipment (Northern Star)1.53

Gain on change in Fair value-equipment (TBGI)

30.12698

Bargain Purchase Gain

0.23

Total Comprehensive Income

112.3

Consideration Transferred:

Cash and Equivalents 24.1494

Inventories10.7000

Common Stock, P10 par5.2500

Stock Contingency0.2500


Total40.6316

Fair Value of identifiable assets acquired:

Book Value

Accounts receivable0.1235 0.1481

Inventories35.0259 42.0311

Property, plant and equiment,net52.2600 62.7120

Refundable deposit0.6705 0.8046

Trade Payable (10.9175) -13.1010

Income Tax(0.5583) -0.6700

Other current liabilities(5.5389) -6.6467

Loan Payable(41.6220) -49.9464

Total35.3318

Goodwill5.2998

Accounts receivable0.15

Inventories42.03


Refundable deposit0.80

Goodwill5.30

Trade Payable 13.10

Income Tax0.67

Other current liabilities6.65

Loan Payable49.95

Cash and Equivalents 24.15

Inventories10.7

Common stock5.25


Stock contingency0.25

In 2013, Ground Plaza Hotel acquires all of NORTHERN STAR INVESTIGATION AND SECURITY AGENCY, INC.

outstanding stock by following consideration:

a)

Transferred 3,600,000 worth of cash

b)

864000 worth of Net PPE were transferred

c)

2800000 worth of the Common stock were transferred

d)

Cash contingent payment of 100,000

e)

GPH agreed to issue additional shares of common stock to former stock holders of Northern Star

if the average post-combination earnings over the next two years equaled

or exceeded 2000000. The additional 1500 shares expected to be issued are valued at 800000

f)

Acquired an unrecoreded Patent worth 200000

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