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Business Combinations
3 Months Ended
Jan. 31, 2013
Disclosure Text Block Supplement [Abstract]  
Business Acquisition, Integration, Restructuring and Other Related Costs [Text Block]

NOTE 7 - ACQUISITION OF DTS8 HOLDINGS CO., LTD.

 

The Company acquired one hundred percent (100%) of the issued and outstanding shares of DTS8 Holdings for $4,000,000 by issuing a bond payable for $4,000,000 to the vendor and assumed $580,022 in current liabilities on April 30, 2012. DTS8 Holdings, through its subsidiary DTS8 Coffee, is a gourmet coffee roasting company established in June 2008. DTS8 Coffee’s office and roasting factory is located in Shanghai, China. DTS8 Coffee is in the business of roasting, marketing and selling gourmet roasted coffee to its customers in Shanghai, and other parts of China. It sells gourmet roasted coffee under the “DTS8 Coffee” label through distribution channels that reach consumers at restaurants, multi location coffee shops, offices and homes. The acquisition provides the Company with diversification as it enters into a new revenue stream of roasted coffees in Shanghai, China, compared to raw green coffee beans only. The Company also gains immediate access into the domestic Chinese coffee market. It creates a horizontally integrated coffee company in Shanghai, China with operations in two different geographic markets: the United States and China. The synergistic value from the acquisition provides with revenue enhancement by expanding the product line and diversification.

 

The acquisition of DTS8 Holdings was accounted for using the purchase method of accounting. The purchase price was allocated to the tangible assets acquired based on management’s evaluation of their respective fair values on the acquisition date in accordance with ASC 805 and ASC 820 and there were no identifiable intangible assets acquired based on management’s evaluation. Upon acquisition, DTS8 Holdings became a wholly owned subsidiary of the Company. The results of DTS8 Holdings’ operations, commencing with the date of acquisition, April 30, 2012, are included in the accompanying January 31, 2013, financial statements. The purchase price was allocated as follows:

 

Purchase Price Paid

 

 

 

Bonds payable

 

$

4,000,000

Liabilities assumed

 

 

580,022

Total Purchase Price Paid

 

$

4,580,022

 

 

 

 

Purchase Price Allocation

 

 

 

Accounts receivable

 

$

46,014

Inventory

 

 

36,367

Prepaid expenses

 

 

6,805

Property & equipment

 

 

 

84,252

Cash and cash equivalents

 

 

 

3,847

Goodwill

 

 

 

4,402,737

Total Purchase Price allocation

 

 

$

4,580,022