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SEVEN STARS CLOUD GROUP, INC. filed this Form 8-K/A on 08/14/2017
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Wecast Services Group Limited


December 31, 2015 and December 31, 2016


Note 11 – Purchase consideration and related allocation


On August 1, 2016, SVG WFOE completed the acquisition of Shanghai Wecast. At the same day, Shanghai Wecast completed the acquisition of MYP. Shanghai Wecast became a consolidated subsidiary of SVG WFOE and MYP became a consolidated subsidiary of Shanghai Wecast. Shanghai Wecast provides consulting services related to supply chain management. MYP generates revenue mainly from sales of goods. MYP purchases skateboards from its suppliers and sells them through e-commence platforms, like Amazon, eBay. SSC former business focused on sales of premium digital content. Now SSC is aiming to be the leading provider of total B2B business solutions for today’s constantly evolving business landscape. SSC is gaining both a M2B or Manufacturer to Business, supply chain management operator as well as a M2C or Manufacturer to Consumer, video commerce operator. Shanghai Wecast’s and MYP's business builds the bridge between manufacturers and consumers. This business helps SSC to expand its M2C business.


The acquired businesses contributed revenues of $180,667 and net losses of $852,254 to the Group for the period from August 1, 2016 to December 31, 2016. The following unaudited pro forma summary presents consolidated information of Shanghai Wecast and MYP as if the business combination had occurred on January 1, 2015:


   Pro forma year ended December 31, 2016 (unaudited) 
Revenue  $270,572 
Net loss   937,382 


   Pro forma year ended December 31, 2015 (unaudited) 
Revenue  $444,473 
Net loss   386,201 


The Group did not have any material, nonrecurring pro forma adjustments directly attributable to the business combination included in the pro forma revenue and net loss.


At the acquisition date, Shanghai Wecast’s and MYP’s assets and liabilities were mainly cash, receivables and payables, all of them had almost same book value and fair value. The Group assumes that the fair value of these two companies’ net assets is equal to their book value. The following table summarizes the book value of the assets acquired and liabilities assumed based on the acquisition date, purchase price and gain on bargain purchase:


The accompanying notes are an integral part of these consolidated financial statements” 22