Exhibit 99.1
SCIENCE DYNAMICS
INDEX TO FINANCIAL STATEMENTS
| Pages |
Audited financial statements: | |
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Report of independent certified public Accountants | 1 |
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Balance sheet as of March 31, 2006 and 2005 | 2 |
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Statement of operation for the year ended March 31, 2006 and 2005 | 3 |
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Statement of cash flow for the year ended March 31, 2006 and 2005 | 4 |
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Statement of changes in stockholders' equity for the year ended March 31, 2006 and 2005 | 5 |
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Notes to financial statements | 6 - 9 |
Ricciardi Technologies, Inc.
BALANCE SHEETS
March 31,
ASSETS
| | 2006 | | 2005 | |
| | | | | |
Current assets | | | | | |
Cash | | $ | 1,519,295 | | $ | 923,865 | |
Marketable securities | | | 19,412 | | | 77,208 | |
Accounts receivable | | | 1,286,795 | | | 971,408 | |
Unbilled revenue | | | 79,515 | | | 64,695 | |
Inventory | | | 53,867 | | | ___14,599 | |
| | | | | | | |
Total current assets | | | 2,958,884 | | | 2,051,775 | |
Property and equipment, net | | -0- | | -0- | |
Security deposits | | | 5,500 | | | 5,500 | |
Other receivables | | | 119,725 | | | -0- | |
Total assets | | $ | 3,084,109 | | $ | 2,057,275 | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities | | | | | |
Accounts payable and accrued expenses | | $ | 169,404 | | $ | 141,206 | |
Deferred taxes payable | | | 406,164 | | | 247,819 | |
Line of Credit | | | 100,000 | | | -0- | |
Notes payable shareholder | | | 50,000 | | | -0- | |
| | | | | | | |
Total current liabilities | | | 725,568 | | | 389,025 | |
| | | | | | | |
Stockholders’ equity | | | | | | | |
Common stock- .00 par value 100,000 | | | | | | | |
shares authorized, 17,500 issued and outstanding | | | 1,133,991 | | | 694,290 | |
Retained Earnings | | | 1,223,313 | | | 966,912 | |
Accumulated Other Comprehensive Income | | | 1,237 | | | 7,048 | |
Total stockholders’ equity | | | 2,358,541 | | | 1,668,250 | |
Total liabilities and stockholders’ equity | | $ | 3,084,109 | | $ | 2,057,275 | |
See accompanying notes to financial statements
RICCIARDI TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 31,
| | | 2006 | | | 2005 | |
| | | | | | | |
Consulting services | | $ | 4,606,185 | | $ | 3,668,144 | |
| | | | | | | |
Costs and expenses | | | | | | | |
Direct Labor | | | 1,709,736 | | | 1,147,344 | |
Other direct costs | | | 426,219 | | | 503,567 | |
General and administrative | | | 2,102,638 | | | 1,435,878 | |
| | | | | | | |
Total costs and expenses | | | 4,238,593 | | | 3,086,789 | |
| | | | | | | |
Operating income | | | 367,592 | | | 581,355 | |
| | | | | | | |
Other Income (expenses) | | | | | | | |
Realized Gains & Losses on stocks | | | 20,185 | | | (36,849 | ) |
Interest and Dividend income | | | 27,027 | | | 12,420 | |
Interest expense | | | (55 | ) | | -0- | |
| | | | | | | |
Total other Income (expenses) | | | 47,157 | | | (24,429 | ) |
| | | | | | | |
Income before income taxes | | | 414,749 | | | 556,926 | |
| | | | | | | |
Deferred Income taxes | | | 158,348 | | | 211,409 | |
Net income | | $ | 256,401 | | $ | 345,517 | |
| | | | | | | |
Basic earnings per common share | | | | | | | |
Net income | | $ | 14.65 | | $ | 19.74 | |
| | | | | | | |
Diluted earnings per common share | | | | | | | |
Net Income | | $ | 11.28 | | $ | 15.34 | |
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| | | | | | | |
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Weighted average shares outstanding basic | | | 17,500 | | | 17,500 | |
Weighted average shares outstanding diluted | | | 22,730 | | | 22,530 | |
See accompanying notes to financial statements
RICCIARDI TECHNOLOGIES, INC.
STATEMENT OF CASH FLOWS
YEARS ENDED MARCH 31,
| | | |
| | 2006 | | 2005 | |
| | | | | |
Cash flows provided by(used in ) operating activities: | | | | | |
| | | | | |
Net Income | | $ | 256,401 | | $ | 345,517 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | | | | |
Depreciation and amortization | | | -0- | | | 4,545 | |
ESOP Contribution | | | 433,301 | | | 19,921 | |
Stock Based compensation | | | 6,400 | | | -0- | |
Deferred Taxes | | | 158,348 | | | 211,409 | |
(Increase) decrease in: | | | | | | | |
Accounts receivable | | | (330,207 | ) | | (716,817 | ) |
Inventory | | | (39,268 | ) | | 16,118 | |
Other Assets | | | (119,725 | ) | | 14,187 | |
Increase (decrease) in: | | | | | | | |
Accounts payable and accrued expenses | | | 28,198 | | | (78,835 | ) |
Total Adjustments | | | 137,047 | | | 529,472 | ) |
Net cash provided by( used in) operating activities | | | 393,448 | | | (183,955 | ) |
Cash flows provided by (used in) investing activities: | | | | | | | |
Purchases of property and equipment, | | | | | | | |
Decrease in securities | | | 51,982 | | | 46,749 | |
Net cash provided by (used in) investing activities | | | 51,982 | | | 46,749 | |
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Cash flows from financing activities: | | | | | | | |
| | | | | | | |
Line of Credit | | | 100,000 | | | -0- | |
Loan Payable stockholders | | | 50,000 | | | -0- | |
Net cash provided by financing activities | | | 150,000 | | | -0- | |
| | | | | | | |
Net increase in cash | | | 595,430 | | | (137,206 | ) |
| | | | | | | |
Cash at the beginning of the year | | | 923,865 | | | 1,061,071 | |
Cash at the end of the year | | $ | 1,519,295 | | $ | 923,865 | |
| | | | | | | |
Supplemental information: | | | | | | | |
Interest | | $ | 55 | | $ | -0- | |
Taxes | | | -0- | | | -0- | |
See accompanying notes to financial statements
RICCIARDI TECHNOLOGIES, INC.
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2006 and 2005
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Ricciardi Technologies, Inc. (the Company) is A Virginia corporation founded in March 1992. The Company specializes in providing commercial organizations and government agencies with computer software consulting services.
Use of estimates
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. These estimates form the basis for judgments made about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and judgments are based on historical experience and on various other assumptions that the Company believes are reasonable under the circumstances. However, future events are subject to change and the best estimates and judgments routinely require adjustment. US GAAP requires estimates and judgments in several areas, including those related to impairment of goodwill and equity investments, revenue recognition, recoverability of inventory and receivables, the useful lives of long lived assets such as property and equipment, the future realization of deferred income tax benefits and the recording of various accruals. The ultimate outcome and actual results could differ from the estimates and assumptions used.
Revenue recognition
A substantial portion of the Company’s consulting revenue results from contracts with agencies of the federal government. Revenue on the time-and-material contracts is recognized based upon time (at established rates) and other direct costs incurred.
Cash and Cash Equivalents:
The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
Property and equipment
Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is computed using the straight line method over estimated useful lives of three to seven years. Amortization of leasehold improvements is computed using the straight-lined method over the shorter of the estimated useful life of the asset or term of the related lease.
Income taxes
The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards (SFAS) No. 109 “Accounting for Income Taxes”, (SFAS No. 109) which establishes financial accounting and reporting standards for the effect of income taxes. The objective of accounting for income taxes is to recognize the amount of taxes payable or refundable for the current year and the deferred tax liabilities and assets for the future tax consequence of events that have been recognized in the entity’s financial statements. The Company files its income taxes on the cash basis.
Fair Value Disclosures
The carrying amounts reported in the Balance Sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate fair value because of the immediate or short-term maturity of these financial instruments.
Investments
The Company classifies its investments at the time of purchase as either held-to-maturity or available-for-sale. Held-to-maturity securities are those investments that the Company has the ability and intent to hold until maturity. Held-to-maturity securities are recorded at cost, adjusted for the amortization of premiums and discounts which approximates market value. Available-for-sale securities are recorded at fair value. Unrealized gains and losses net of the related tax effect on available-for-sale securities are reported in accumulated other comprehensive income, a component of stockholder’ equity, until realized. The estimated fair market values of investments are based on quoted market prices as of the end of the reporting period.
Note 2 - CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to significant concentrations of credit risks consist primarily of accounts receivable. To date, these financial instruments have been derived primarily from contracts with agencies of the federal government. Accounts receivable are generally due within 30 days and no collateral is required. The Company evaluates its accounts receivable on a customer-by-customer basis and has determined that no allowance for doubtful accounts is necessary at March 31, 2006 and 2005.
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment consists of the following at March 31,:
| | 2006 | | 2005 | |
| | | | | |
Computer equipment | | $ | 7,962 | | $ | 7,962 | |
Furniture and fixtures | | | 8,479 | | | 8,479 | |
Total Assets | | | 16,441 | | | 16,441 | |
Less: Accumulated Depreciation and amortization | | | (16,441 | ) | | (16,441 | ) |
| | $ | -0- | | $ | -0- | |
Total depreciation and amortization expense on property and equipment totaled $-0- and $4,545 for the year ended March 31, 2006 and 2005, respectively.
NOTE 4- RETIREMENT PLAN
The Company maintains and Employee Stock Option Program (ESOP) The ESOP has 2,770 shares of the Company’s common stock. There is a 7 year vesting schedule. The Company is required to contribute a minimum of 1% and a maximum of 25% of salary each year. Contributions in March 31, 2006 and 2005 were $433,301 and $19,921, respectively. ESOP expenses is included in general and administrative expenses.
The Company maintains a SARSEP Pension plan which allows employees to elect to defer a part of their salaries into the plan. The Company does not contribute to this plan.
NOTE 5- LINE OF CREDIT
The Company has a bank line of credit of up to $250,000 bearing interest at the banks Prime rate. The balance at March 31, 2006 and 2005 was $100,000 and -0- respectively,
The Company Interest expense paid, totaled $55 and $-0- for the years ended March 31, 2006 and 2005, respectively.
NOTE 6- RELATED PARTY TRANSACTIONS
During the years ended March 31, 2006 and 2005 the Company paid consulting services amounting to $163,750 and $74,500 respectively, to Domenix Corporation a company wholly owned by Michale Ricciardi.
NOTE 7 - NON-QUALIFIED STOCK OPTION PLAN
In 2000, the Company established the Ricciardi Technologies, Inc. 2000 Non-qualified Stock Option Plan. The plan is to encourage stock ownership by key employees of the Company. The maximum number of Non-qualified stock options available was 2,500. At March 31, 2004 2,300 options were issued. For the year ended March 31, 2006 the Company issued 200 options at a price of $65 for 100 shares and $1.00 for 100 shares, $6,400 of stock based compensation was recorded. No options were available at March 31, 2006.
NOTE 8- COMMITMENTS
The Company leases office space under the terms of non-cancelable operating leases, which expire at various dates through February 2008. The following is a schedule of the future minimum lease payments required under non-cancelable operating leases, which have initial or remaining terms in excess of one year as of March 31, 2006:
2007 | | $ | 78,500 | |
2008 | | | 2,750 | |
Total | | $ | 81,250 | |
NOTE 9 - INCOME TAXES
The provision for income taxes consists of the following:
| | 2006 | | 2005 | |
| | | | | |
Current income tax expense | | | | | | | |
Federal | | $ | 133,320 | | $ | 177,994 | |
State | | | 25,029 | | | 33,416 | |
Total current income tax expense | | | 158,348 | | | 211,409 | |
Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and (liabilities) include the following:
| | 2006 | | 2005 | |
| | | | | |
Accounts receivable, Inventory, accounts Payable and accrued expenses | | | ($406,164 | ) | | ($247,819 | ) |
NOTE 10 - INVESTMENTS
We determine fair value based on quoted market values. A summary of the unrealized gains and losses of our available-for sale securities in other comprehensive income at March 31, follows:
| Cost | Gross Unrealized Gains | Est. Fair Value |
| | | |
March 31, 2005 Marketable Equity securities | $70,160 | $7,048 | $77,208 |
March 31, 2006 Marketable Equity securities | $18,175 | $1,237 | $19,412 |
NOTE 11 - MAJOR CUSTOMERS
Currently two government agency’s account for more than 53% of total sales in 2005 and four government agency’s accounted for more than 63% of total sales in 2005.
NOTE 12- SUBSEQUENT EVENTS
On September 19, 2006, the shareholders sold (100%) of the issued and outstanding common stock of the Company to Science Dynamics Corp. As consideration for such shares of RTI, Science Dynamics Corp. the purchaser issued an aggregate of 50,000,000 shares of its common stock, 1,000,000 shares of Series B Convertible Preferred stock, $3,500,00 in cash and a note in the amount of $500,000. In addition the purchaser delivered 2,000,000 employee stock options to various RTI employees. RTI will continue to operate as an independent subsidiary of Science Dynamics Corp. As of September 20, 2006 the Company’s results will be consolidated with Science Dynamics Corp.
Before the closing the management distributed $2,628,064 of its cash. $1,266,934 was used to buy back shares issued under the ESOP Plan, and $1,361,130 was paid as a dividend. The Company’s net book value, at the close of business on September 19, 2006, after these transactions was $64,279.