UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2006
China Agro Sciences Corp.
(Exact name of registrant as specified in its charter)
Florida O-49687 33-0961490
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
100 Wall Street - 15th Floor
New York, NY 10005
(Address of principal executive offices) (zip code)
(212) 232-0120
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 9.01 Financial Statements
As previously reported in our Current Report on Form 8-K, filed with the
Securities and Exchange Commission on March 17, 2006, China Agro Sciences Corp.,
a Florida corporation formerly known as M-GAB Development Corporation
(hereinafter "We" or "China Agro") entered into an Agreement and Plan of Merger
(the "Agreement") with Dalian Holding Corp., a Florida corporation (formerly
known as China Agro Sciences Corp.) ("DHC"). This transaction closed on May 1,
2006, at which time, in accordance with the Agreement, DHC merged with DaLian
Acquisition Corp, a Florida corporation that was our wholly-owned subsidiary
("DaLian"). As a result of the merger, DaLian merged into DHC, with DHC
remaining as the surviving entity and our wholly-owned subsidiary, DaLian,
ceased to exist, and we issued 13,449,488 shares of our common stock to the
former shareholders of DHC. At the same time, certain of the DHC shareholders
acquired 5,500,000 China Agro shares directly from our then majority
shareholder, director, and sole officer, Carl M. Berg, and his holding company,
Sadie, LLC. Following the closing, the DHC shareholders owned 18,949,488 shares
of our common stock, or 94.2% of our outstanding 20,000,000 shares. In
accordance with the terms of the Agreement, on April 28, 2006 we terminated our
status as a business development company under the Investment Company Act of
1940.
The above transaction is being accounted for using the reverse purchase
method of accounting for financial reporting purposes since (i) prior to this
transaction China Agro had little or no substantial assets or business
operations, (ii) post-closing, the former owners of DHC now own approximately
95% of China Agro and therefore control China Agro, and (iii) post-closing, the
only continuing business operations of China Agro are those of DHC. Although
this transaction is being accounted for as a reverse merger, in the interest of
full disclosure we are attaching the unaudited pro forma financial statements
showing the combined businesses of China Agro and DHC for the indicated periods.
The purpose of this amended filing is to enclose the pro forma financial
statements.
B. Pro Forma Financial Information
The following unaudited twelve month and six month pro forma combined
statements of operations have been derived by the application of pro forma
adjustments to the historical financial statements of China Agro and DHC to
reflect the May 1, 2006 transaction.
The unaudited twelve month pro forma combined statements of operations
include the unaudited statement of operations of China Agro for the nine months
ended September 30, 2005, as presented in its Quarterly Report on Form 10-Q for
the nine months ended September 30, 2005, as filed with the Securities and
Exchange Commission on November 21, 2005. The unaudited twelve month pro forma
combined statements of operations include the audited statement of operations of
DHC for the twelve months ended September 30, 2005, which were included with
China Agro's Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 5, 2006.
2
The unaudited pro forma combined statements of operations for the twelve
month period presented give effect to the transaction with DHC as if it had
occurred at October 1, 2004. The unaudited pro forma combined statements of
operations for the twelve month period should be read in conjunction with the
historical financial statements of China Agro and DHC. China Agro's audited
financial statements are incorporated by reference from its Annual Report on
Form 10-K for the twelve months ended December 31, 2005, as filed with the
Securities and Exchange Commission on March 31, 2006, and its Annual Report on
Form 10-K for the twelve months ended December 31, 2004, as filed with the
Securities and Exchange Commission on March 25, 2005, and as amended and filed
with the Securities and Exchange Commission on July 22, 2005. DHC's audited
financial statements for the twelve months ended September 30, 2005 were
included in China Agro's Current Report on Form 8-K filed with the Securities
and Exchange Commission on May 5, 2006. The unaudited pro forma combined
statements of operations should not be considered indicative of actual results
that would have been achieved had the transaction been consummated on the date
indicated, nor are they necessarily indicative of future operating results.
The unaudited six month pro forma combined statements of operations also
include the unaudited statement of operations of China Agro for the three months
ended March 31, 2006, as presented in its Quarterly Report on Form 10-Q for the
three months ended March 31, 2006, as filed with the Securities and Exchange
Commission on May 16, 2006. The unaudited six month pro forma combined
statements of operations include the unaudited statement of operations of DHC
for the six months ended March 31, 2006.
The unaudited pro forma combined statements of operations for the six
month period presented give effect to the transaction with DHC as if it had
occurred at October 1, 2005. The unaudited pro forma combined statements of
operations for the six month period should be read in conjunction with the
unaudited interim financial statements of China Agro. China Agro's unaudited
interim financial statements are incorporated by reference to its Quarterly
Report on Form 10-Q for the three months ended March 31, 2006, as filed with the
Securities and Exchange Commission on May 16, 2006. The unaudited pro forma
combined statements of operations should not be considered indicative of actual
results that would have been achieved had the transaction been consummated on
the date indicated, nor are they necessarily indicative of future operating
results.
3
The unaudited pro forma twelve month and six month combined statements of
operations are based on currently available information and certain assumptions
that management of China Agro believes are appropriate. Management of China Agro
believes that the assumptions utilized provide a reasonable basis for presenting
the significant effects of the acquisition and that the pro forma adjustments
give appropriate effects to those assumptions and are properly applied in the
unaudited pro forma combined statements of operations.
The unaudited pro forma combined statements of operations exclude
non-recurring items directly attributable to the acquisition such as
non-capitalizable transaction costs as discussed above. Also, in accordance with
the pro forma adjustment guidelines, cost savings from anticipated efficiencies
and synergies, if any, have not been reflected in the unaudited pro forma
condensed consolidated statements of operations.
CHINA AGRO SCIENCES CORP.
PROFORMA BALANCE SHEETS
(U.S. $)
================================================================================
MARCH 31, SEPTEMBER 30,
2006 2005
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 552,847 $ 77,250
Inventories 3,943,204 125,567
Prepaid taxes 402,693 42,398
Advances to vendors 7,603 7,429
Other current assets 30,455 25,064
------------ ------------
TOTAL CURRENT ASSETS 4,936,802 277,708
PROPERTY AND EQUIPMENT, NET OF
ACCUMULATED DEPRECIATION 6,731,695 5,761,865
------------ ------------
TOTAL ASSETS $ 11,668,497 $ 6,039,573
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 4,710,342 $ 1,134,333
Short-term bank loan 318,408 --
Due to affiliated company 1,412,730 1,380,153
Accrued expenses and sundry current liabilities 58,099 2,654
------------ ------------
TOTAL CURRENT LIABILITIES 6,499,579 2,517,140
LONG-TERM DEBT 398,010 311,066
STOCKHOLDERS' EQUITY 4,770,908 3,211,367
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,668,497 $ 6,039,573
============ ============
================================================================================
4
CHINA AGRO SCIENCES CORP.
PROFORMA STATEMENT OF OPERATIONS
(U.S.$)
================================================================================
SIX MONTHS ENDED YEAR ENDED
MARCH 31, 2006 DECEMBER 31, 2005
SALES $ 5,814,184 $ --
-------------- --------------
COSTS AND EXPENSES:
Cost of sales 4,325,889 --
General and administrative expenses 256,170 300,222
Interest expense (income), net 2,128 (199)
-------------- --------------
TOTAL COSTS AND EXPENSES 4,584,187 (300,023)
-------------- --------------
NET INCOME (LOSS) $ 1,229,997 $ (300,023)
============== ==============
================================================================================
EXHIBITS
None.
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 17, 2006 China Agro Sciences Corp.,
a Florida corporation
/s/ Zhengquan Wang
----------------------------
By: Zhengquan Wang
Its: Chief Executive Officer
6