SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 21, 2002
Business to Business, Inc.
A Nevada corporation
86-0970133 (I.R.S. Employer Identification Number)
Commission File No. 0000-28533
9229 Delegates Road, Suite 130
Indianapolis, Indiana 46240
Registrant's telephone number, including area code:
(317) 575-0746
Item 1. Change in Control of Registrant.
On April 8, 2002, we entered into the acquisition agreement whereby, subject to
shareholder approval, we acquired, in exchange for 4,000,000 shares of our
common stock, Premium Financial Services & Leasing, Inc., an Indiana
corporation. Pursuant to the closing of the acquisition on May 21, 2002 the
Company issued 4,000,000 shares of common stock to Michael Gooch has therefore
had a change in control.
Michael Gooch now owns 80% of the outstanding common stock of the company.
Name and
Title of address of Amount of Percent
Class Beneficial Beneficial of
Owner ownership Class
Common Michael Gooch 4,000,000 80%
President and Director
9229 Delegates Road, Suite 130
Indianapolis, Indiana 46240
Common Daniel Hodges 800,000 6.25%
Secretary and Director
2110 E. Water Street
Tucson, AZ 85719
Common All directors 4,000,000 80%
and officers
Item 2. Acquisition or Disposition of Assets
Since its formation on July 11, 1997, Business to Business, Inc., a Wyoming
corporation (the "Company"), has not engaged in any operations other than
organizational matters until it closed on the acquisition of Premium Financial
Services & Leasing, Inc., on May 21, 2002. Business to Business was formed
specifically for the purpose of either merging with or acquiring an operating
company with operating history and assets.
The consideration for the acquisition of Premium Financial was the issuance to
Premium Financial's shareholder, Michael Gooch of eighty percent of the common
stock of Business to Business. The exchange rate was the product of negotiations
between the parties and reflects their estimate of the value of the assets and
liabilities of Premium Financial.
On April 8, 2002, we entered into the acquisition agreement whereby in exchange
for 4,000,000 shares of our common stock, we acquired Premium Financial.
Originally operated as a sole proprietorship from 1995, and then reformed as a
corporation under the laws of the state of Indiana in 2000, Premium Financial is
an equipment leasing and finance company that is focused on offering medium
sized and small ticket leasing programs to a national network of brokers,
vendors and end users. The company's financing solutions allow business the
ability to acquire the capital needed to facilitate equipment acquisition,
whether the equipment is new or used. The acquisition of Premium Financial
closed on May 21, 2002. The Company is in the process of changing its name to
Premium Financial Services & Leasing, Inc.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events and Regulation FD Disclosure.
Not applicable.
Item 6. Resignation of Registrant's Directors.
Pursuant to the closing of the acquisition on May 21, 2002 the Company
had a change in management. Michael Gooch was appointed President, Secretary and
Director, Bret Pafford was appointed vice-president and director, Glen Gangi was
appointed chief operating officer and director, Dennis Kluzke was appointed
chief financial officer and director, and Kent Abernathy was appointed Director.
The Company's founder, Daniel Hodges, resigned from his positions with the
Company on May 21, 2002.
The following table sets forth the names, positions and ages of the
individuals who will serve as our directors and executive officers following the
combination. All directors are elected at each annual meeting and serve for one
year and until their successors are elected and qualify. Officers are elected by
the Board of Directors and their terms of office are at the discretion of the
Board.
Name of Director/Officer Age Position(s) With Company
Michael Gooch 35 President, CEO, Director
Bret Pafford 42 Vice President, Director
Glen Gangi 48 Chief Operating Officer, Director
Dennis Kluzke 39 Chief Financial Officer, Director
Kent Abernathy 44 Director
Michael Gooch - President
Mr. Gooch founded Premium Financial in September 1995. Prior to the founding of
Premium Financial, Mr. Gooch was involved at various levels within the leasing
services industry for more than a decade. Mr. Gooch launched his National Broker
Network in conjunction with Premium Financial. Premium is currently delivering
services to thousands of business every day nationwide. Considered an expert in
the Financial Services and Leasing industry, Mr. Gooch resides in Sheridan,
Indiana with his family.
Bret Pafford - Vice President
Mr. Pafford's area of expertise lays in the arena of organizational start-ups
and the development of national sales support programs. Mr. Pafford has
generated millions of dollars for Fortune 500 companies over the years. Numerous
private investors and venture capitalists alike have benefited from investments
in Mr. Pafford's ventures. Mr. Pafford has been in the financial services
industry for over 15 years. An accomplished corporate trainer, Mr. Pafford has
the ability to construct, foster and refine an optimum sales force. Mr. Pafford
is a charter member of The American Entrepreneurs Association and a decorated
veteran of the United States Navy.
Glen Gangi - Chief Operating Officer, Director
Glen Gangi has over 20 years of experience in the commercial leasing industry.
Mr. Gangi currently operates a self-held portfolio leasing company in
Indianapolis, IN. Mr. Gangi's expertise lies in his ability to make key credit
decisions. Mr. Gangi is an experienced portfolio and operations manager.
Dennis Klutzke - Chief Financial Officer
Mr. Klutzke graduated from Purdue University with an MBA in Finance and has
since amassed over 20 years of executive level financial management and
corporate development experience. For many years, Mr. Klutzke acted in a senior
level executive capacity with MBD Bank. A former Vice President for CompUSA, Mr.
Klutzke is currently schooling other CFO's in their operational techniques
directed towards a joint venture between Workscape and General Motors.
Kent Abernathy - Director
Mr. Abernathy is a charismatic leader with a demonstrated aptitude for
developing and implementing winning strategies. Mr. Abernathy has extensive
experience planning, coordinating and executing operational plans as well as
direct management of numerous projects. Mr. Abernathy has a comprehensive
knowledge of financial products and services including corporate finance, cash
management, international, and investment banking applications. Mr. Abernathy is
the current Principal at Eagle Advisors and a past Vice President at Bank One,
Vice President at National City Bank, Assistant Vice President at Apple Bank and
Analyst / Commercial Account Officer at Chemical Bank (J.P. Morgan Chase).
Item 7. Financial Statements and Exhibits.
PART F/S
FINANCIAL STATEMENTS
The consolidated financial statements of the Company required to be included in
Part F/S are set forth below.
INDEPENDENT AUDITOR'S REPORT
Business to Business, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Business to Business,
Inc. (a development stage company) as of September 30, 2001 and 2000, and the
related statements of operations and cash flows for the two years ended
September 30, 2001 and 2000, and the statement of stockholders' equity from July
11, 1997 (inception) to September 30, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Business to
Business, Inc. (a development stage company) as of September 30, 2001 and 2000,
and the results of its operations and its cash flows for the two years ended
September 30, 2001 and 2000 in conformity with accounting principles generally
accepted in the United States of America.
Respectfully submitted
/S/ ROBISON, HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
December 12, 2001
F - 1
BUSINESS TO BUSINESS, INC.
(A Development Stage Company)
BALANCE SHEETS
September 30,
--------------------------------
2001 2000
-------------- ----------------
Assets: $ - $ -
============== ================
Liabilities - Accounts Payable $ 532 $ 511
-------------- ----------------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 shares at September 30,
2001 and 2000 1,000 1,000
Paid-In Capital 5,057 2,824
Retained Deficit (1,075) (1,075)
Deficit Accumulated During the
Development Stage (5,514) (3,260)
-------------- ----------------
Total Stockholders' Equity (532) (511)
-------------- ----------------
Total Liabilities and
Stockholders' Equity $ - $ -
============== ================
The accompanying notes are an integral part of these financial
statements.
F - 2
BUSINESS TO BUSINESS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Cumulative
since
October 20,
1999
For the year ended inception of
September 30, development
------------------------------
2001 2000 stage
-------------- -------------- ---------------
Revenues: $ - $ - $ -
Expenses: 2,254 3,260 5,514
-------------- -------------- ---------------
Net Loss $ (2,254) $ (3,260) $ (5,514)
============== ============== ===============
Basic & Diluted loss per share $ - $ -
============== ==============
The accompanying notes are an integral part of these financial
statements.
F - 3
BUSINESS TO BUSINESS, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
SINCE JULY 11, 1997 (INCEPTION) TO SEPTEMBER 30, 2001
Deficit
Accumulated
During
Common Stock Paid-In Retained Development
Shares Par Value Capital Deficit Stage
------------ ----------- --------- ----------- -------------
Balance at July 11, 1997
(inception) - $ - $ - $ - $ -
Net Loss - - - (1,025) -
------------ ----------- --------- ----------- -------------
Balance at September 30, 1997 - - - (1,025) -
November 4, 1997 Issuance of
Stock for Services and payment
of Accounts Payable 1,000 1,000 - - -
Net Loss - - - (25) -
------------ ----------- --------- ----------- -------------
Balance at September 30, 1998
As Originally Reported 1,000 1,000 - (1,050) -
Retroactive adjustment for 1,000
to 1 stock split October 20, 1999 999,000 - - - -
------------ ----------- --------- ----------- -------------
Restated balance October 1, 1998 1,000,000 1,000 - (1,050) -
Capital contributed by shareholder - - 75 - -
Net Loss - - - (25) -
------------ ----------- --------- ----------- -------------
Balance at September 30, 1999 1,000,000 1,000 75 (1,075) -
Capital contributed by shareholder - - 2,749 - -
Net Loss - - - - (3,260)
------------ ----------- --------- ----------- -------------
Balance at September 30, 2000 1,000,000 1,000 2,824 (1,075) (3,260)
Capital contributed by shareholder - - 2,233 - -
Net Loss - - - - (2,254)
------------ ----------- --------- ----------- -------------
Balance at September 30, 2001 1,000,000 $ 1,000 $ 5,057 $ (1,075) $ (5,514)
============ =========== ========= =========== =============
The accompanying notes are an integral part of these financial
statements.
F - 4
BUSINESS TO BUSINESS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative
since
October 20,
1999
For the years ended inception of
September 30, development
------------------------------
2001 2000 stage
-------------- --------------- ---------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (2,254)$ (3,260)$ (5,514)
Increase (Decrease) in Accounts Payable 21 511 532
-------------- --------------- ---------------
Net Cash Used in operating activities (2,233) (2,749) (4,982)
-------------- --------------- ---------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by
investing activities - - -
-------------- --------------- ---------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder 2,233 2,749 4,982
-------------- --------------- ---------------
Net Cash Provided by
Financing Activities 2,233 2,749 4,982
-------------- --------------- ---------------
Net (Decrease) Increase in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
at Beginning of Period - - -
-------------- --------------- ---------------
Cash and Cash Equivalents
at End of Period $ - $ - $ -
============== =============== ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and income taxes $ 25 $ 25 $ 25
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None
The accompanying notes are an integral part of these financial
statements.
F - 5
BUSINESS TO BUSINESS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Business to Business, Inc. is
presented to assist in understanding the Company's financial statements. The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Wyoming on
July 11, 1997. The Company ceased all operating activities during the period
from July 11, 1997 to October 20, 1999 and was considered dormant. Since October
20, 1999, the Company is in the development stage, and has not commenced planned
principal operations.
Nature of Business
The Company has no products or services as of September 30, 2001. The
Company was organized as a vehicle to seek merger or acquisition candidates. The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
F - 6
BUSINESS TO BUSINESS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Loss per Share
The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
Per-Share
Income Shares Amount
------ ------ ------
(Numerator) (Denominator)
For the year ended September 30, 2001
Basic Loss per Share
Loss to common shareholders $ (2,254) 1,000,000 $ -
=============== =============== ==============
For the year ended September 30, 2000
Basic Loss per Share
Loss to common shareholders $ (3,260) 1,000,000 $ -
=============== =============== ==============
The effect of outstanding common stock equivalents would be
anti-dilutive for September 30, 2001 and 2000 and are thus not considered.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements. The Company maintains the majority of its cash
balances with one financial institution, in the form of demand deposits.
NOTE 2 - INCOME TAXES
As of September 30, 2001, the Company had a net operating loss
carryforward for income tax reporting purposes of approximately $6,500 that may
be offset against future taxable income through 2012. Current tax laws limit the
amount of loss available to be offset against future taxable income when a
substantial change in ownership occurs. Therefore, the amount available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the carryforwards will expire unused. Accordingly, the potential tax
benefits of the loss carryforwards are offset by a valuation allowance of the
same amount.
F - 7
BUSINESS TO BUSINESS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000
(Continued)
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.
NOTE 4 - COMMITMENTS
As of September 30, 2001 all activities of the Company have been
conducted by corporate officers from either their homes or business offices.
Currently, there are no outstanding debts owed by the company for the use of
these facilities and there are no commitments for future use of the facilities.
NOTE 5 - STOCK SPLIT
On October 20, 1999 the Board of Directors authorized 1,000 to 1 stock
split, changed the authorized number of shares to 100,000,000 shares and the par
value to $.001 for the Company's common stock. As a result of the split, 999,000
shares were issued. All references in the accompanying financial statements to
the number of common shares and per-share amounts for 2001 and 2000 have been
restated to reflect the stock split.
F - 8
INDEPENDENT ACCOUNTANT'S REPORT
Business to Business, Inc.
(A Development Stage Company)
We have reviewed the accompanying balance sheets of Business to
Business, Inc. (a development stage company) as of March 31, 2002 and September
30, 2001 and the related statements of operations for the three and six month
periods ended March 31, 2002 and 2001 and cash flows for the six month periods
ended March 31, 2002 and 2001. These financial statements are the responsibility
of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
Respectfully submitted
/S/ ROBISON, HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
April 22, 2002
F - 9
BUSINESS TO BUSINESS, INC.
(A Development Stage Company)
BALANCE SHEETS
March 31, September 30,
2002 2001
--------------- --------------
Assets: $ - $ -
=============== ==============
Liabilities - Accounts Payable $ 5,000 $ 532
--------------- --------------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,000,000 Shares at March 31, 2002
and September 30, 2001 1,000 1,000
Paid-In Capital 11,439 5,057
Retained Deficit (1,075) (1,075)
Deficit Accumulated During the
Development Stage (16,364) (5,514)
--------------- --------------
Total Stockholders' Equity (5,000) (532)
--------------- --------------
Total Liabilities and
Stockholders' Equity $ - $ -
=============== ==============
See accompanying notes and accountants' report.
F - 10
BUSINESS TO BUSINESS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Cumulative
since
October
20, 1999
Inception
For the three months ended For the six months ended of
March 31, March 31, development
--------------------------- ---------------------------
2002 2001 2002 2001 stage
------------- ------------- ------------ ------------- ------------
Revenues: $ - $ - $ - $ - $ -
Expenses: 10,850 1,672 10,850 1,672 16,364
------------- ------------- ------------ ------------- ------------
Net Loss $ (10,850)$ (1,672) $ (10,850) $ (1,672) $ (16,364)
============= ============= ============ ============= ============
Basic & Diluted
loss per share $ (0.01) $ - $ (0.01) $ -
============= ============= ============ =============
See accompanying notes and accountants' report.
F - 11
BUSINESS TO BUSINESS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative
since October
20, 1999
For the six months ended Inception of
March 31, Development
-------------------------------
2002 2001 Stage
--------------- --------------- --------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (10,850)$ (1,672) $ (16,364)
Increase (Decrease) in Accounts Payable 4,468 1,161 5,000
--------------- --------------- --------------
Net Cash Used in operating activities (6,382) (511) (11,364)
--------------- --------------- --------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing activities - - -
--------------- --------------- --------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Capital contributed by shareholder 6,382 511 11,364
--------------- --------------- --------------
Net Cash Provided by
Financing Activities 6,382 511 11,364
--------------- --------------- --------------
Net (Decrease) Increase in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
at Beginning of Period - - -
--------------- --------------- --------------
Cash and Cash Equivalents
at End of Period $ - $ - $ -
=============== =============== ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and income taxes $ - $ - $ 25
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None
See accompanying notes and accountants' report.
F - 12
BUSINESS TO BUSINESS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2002 AND 2001
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Business to Business, Inc. (a
development stage company) is presented to assist in understanding the Company's
financial statements. The accounting policies conform to generally accepted
accounting principles and have been consistently applied in the preparation of
the financial statements.
Interim Reporting
The unaudited financial statements as of March 31, 2002 and for the six
month period then ended reflect, in the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to fairly state the
financial position and results of operations for the six months. Operating
results for interim periods are not necessarily indicative of the results which
can be expected for full years.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Wyoming on
July 11, 1997. The Company ceased all operating activities during the period
from July 11, 1997 to October 20, 1999 and was considered dormant. Since October
20, 1999, the Company is in the development stage, and has not commenced planned
principal operations.
Nature of Business
The Company has no products or services as of March 31, 2002. The
Company was organized as a vehicle to seek merger or acquisition candidates. The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of six months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
F - 13
BUSINESS TO BUSINESS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2002 AND 2001
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Loss per Share
The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
Per-Share
Income Shares Amount
------ ------ ------
(Numerator) (Denominator)
For the three months ended March 31, 2002
-----------------------------------------
Basic Loss per Share
Loss to common shareholders $ (10,850) 1,000,000 $ (0.01)
=============== =============== ==============
For the three months ended March 31, 2001
-----------------------------------------
Basic Loss per Share
Loss to common shareholders $ (1,672) 1,000,000 $ -
=============== =============== ==============
For the six months ended March 31, 2002
---------------------------------------
Basic Loss per Share
Loss to common shareholders $ (10,850) 1,000,000 $ (0.01)
=============== =============== ==============
For the six months ended March 31, 2001
---------------------------------------
Basic Loss per Share
Loss to common shareholders $ (1,672) 1,000,000 $ -
=============== =============== ==============
The effect of outstanding common stock equivalents would be
anti-dilutive for March 31, 2002 and 2001 and are thus not considered.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements.
Reclassification
Certain reclassifications have been made in the 2001 financial
statements to conform with the March 31, 2002 presentation.
F - 14
BUSINESS TO BUSINESS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2002 AND 2001
(Continued)
NOTE 2 - INCOME TAXES
As of March 31, 2002, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $17,000 that may be offset
against future taxable income through 2021. Current tax laws limit the amount of
loss available to be offset against future taxable income when a substantial
change in ownership occurs. Therefore, the amount available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carry-forwards will expire unused. Accordingly, the potential tax benefits of
the loss carry-forwards are offset by a valuation allowance of the same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.
NOTE 4 - COMMITMENTS
As of March 31, 2002 all activities of the Company have been conducted
by corporate officers from either their homes or business offices. Currently,
there are no outstanding debts owed by the company for the use of these
facilities and there are no commitments for future use of the facilities.
F - 15
INDEPENDENT ACCOUNTANTS' REPORT
Premium Financial Services and Leasing, Inc.
We have audited the accompanying balance sheet of Premium Financial
Services and Leasing, Inc. as of December 31, 2001 and the related statements of
operations, cash flows, and stockholders' equity (deficit) for the years ended
December 31, 2001 and 2000. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the December 31, 2001 financial statements referred to
above present fairly, in all material respects, the financial position of
Premium Financial Services and Leasing, Inc. as of December 31, 2001, and the
results of its operations and its cash flows for the years ended December 31,
2001 and 2000 in conformity with generally accepted accounting principles in the
United States of America.
Respectfully submitted
/S/ ROBISON, HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
February 2, 2002
F - 16
PREMIUM FINANCIAL SERVICES AND LEASING, INC.
BALANCE SHEET
(Unaudited)
March 31, December 31,
--------------- --------------
2002 2001
--------------- --------------
ASSETS
Current Assets:
Cash and cash equivalents $ 33,047 $ 33,030
Fixed Assets:
Computer and office equipment 26,767 26,767
Less accumulated depreciation (5,799) (4,461)
--------------- --------------
20,968 22,306
--------------- --------------
Other assets - deposits 75,000 75,000
--------------- --------------
TOTAL ASSETS $ 129,015 $ 130,336
=============== ==============
LIABILITIES
Current Liabilities:
Accounts Payable $ 4,717 $ 2,932
Accrued Expenses 229 151
Current portion of lease obligations 3,792 4,071
Related Party Loans - Current 92,943 85,943
--------------- --------------
Total Current Liabilities 101,681 93,097
--------------- --------------
Long-Term Debt - lease obligations 5,616 7,045
--------------- --------------
Total Liabilities 107,297 100,142
--------------- --------------
STOCKHOLDERS EQUITY
Common Stock - No par value, 500 shares
authorized, 100 shares issued and
outstanding
at March 31, 2002 and December 31, 2001 100 100
Accumulated adjustments account 21,618 30,094
--------------- --------------
Total Stockholders' Equity 21,718 30,194
--------------- --------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 129,015 $ 130,336
=============== ==============
See accompanying notes and accountants' report.
F - 17
PREMIUM FINANCIAL SERVICES AND LEASING, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
For The Three For The Year
Months Ended Ended
March 31, December 31,
------------------------------- ------------------------------
2002 2001 2001 2000
--------------- --------------- -------------- --------------
REVENUES
Sales commissions $ 51,134 $ 141,228 $ 428,221 $ 383,351
--------------- --------------- -------------- --------------
EXPENSES
Selling & Marketing 38,597 72,347 244,871 210,578
General & Administrative 48,531 48,888 113,423 140,695
--------------- --------------- -------------- --------------
87,128 121,235 358,294 351,273
--------------- --------------- -------------- --------------
Net Income from Operations (35,994) 19,993 69,927 32,078
Other Income (Expense)
Interest Income (Expense) 40,000 - (1,409) (597)
--------------- --------------- -------------- --------------
NET INCOME (LOSS) $ 4,006 $ 19,993 $ 68,518 $ 31,481
=============== =============== ============== ==============
See accompanying notes and accountants' report.
F - 18
PREMIUM FINANCIAL SERVICES AND LEASING, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
REFERENCES TO MARCH 31, 2002 ARE UNAUDITED
Accumulated
Common Stock Adjustments
-------------------------------
Shares Value Account
--------------- --------------- --------------
Balance at February 8, 2000 (inception) - $ - $ -
Common stock issued for cash
on February 8, 2000 100 100 -
Distributions - - (29,600)
Net Income - - 31,481
--------------- --------------- --------------
Balance at December 31, 2000 100 100 1,881
Distributions - - (40,305)
Net Income - - 68,518
--------------- --------------- --------------
Balance at October 31, 2001 (Unaudited) 100 100 30,094
Distributions - - (12,482)
Net Income - - 4,006
--------------- --------------- --------------
Balance at March 31, 2002 (Unaudited) 100 $ 100 $ 21,618
=============== =============== ==============
See accompanying notes and accountants' report.
F - 19
PREMIUM FINANCIAL SERVICES AND LEASING, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
For The Three For The
Months Ended Year Ended
March 31, December 31,
------------------------------- ------------------------------
2002 2001 2001 2000
--------------- -------------- -------------- --------------
Cash Flows From Operating Activities
Net income for the period $ 4,006 $ 19,993 $ 68,518 $ 31,481
Adjustments to reconcile net loss to net cash
provided by operating activities
Depreciation 1,338 - 4,461 1,603
Changes in Operating Assets and Liabilities
Increase (Decrease) in Accounts Payable 1,785 3,319 (15,925) 17,253
Increase (Decrease) in Accrued Expenses 78 2,298 151 -
--------------- -------------- -------------- --------------
Net Cash Provided by (Used in) Operating
Activities 7,207 25,610 57,205 50,337
--------------- -------------- -------------- --------------
Cash Flows From Investing Activities
Purchase of Equipment - (21,122) (10,425) (16,342)
Deposit - - (75,000) -
--------------- -------------- -------------- --------------
Net Cash Used by Investing Activities - (21,122) (85,425) (16,342)
--------------- -------------- -------------- --------------
Cash Flows From Financing Activities
Proceeds from Loans - Related Party 7,000 - 80,000 5,943
Proceeds Long-Term Debt - 15,330 - 16,342
Proceeds from Sale of Common Stock - - - 100
AAA Distributions (12,482) (7,150) (40,304) (29,600)
Principle Payments on Long-term Debt (1,708) - (3,446) (1,780)
--------------- -------------- -------------- --------------
Net Cash Provided by (Used in) Financing
Activities (7,190) 8,180 36,250 (8,995)
--------------- -------------- -------------- --------------
Increase (Decrease) in Cash 17 12,668 8,030 25,000
Cash at beginning of period 33,030 31,556 25,000 -
--------------- -------------- -------------- --------------
Cash at End of Period $ 33,047 $ 44,224 $ 33,030 $ 25,000
=============== ============== ============== ==============
Supplemental Disclosure of Interest and Income Taxes Paid
Interest paid during the period $ - $ - $ 1,338 $ 597
=============== ============== ============== ==============
Income taxes paid during the period $ - $ - $ - $ -
=============== ============== ============== ==============
Supplemental Disclosure of Non-cash Investing and Financing Activities:
None
See accompanying notes and accountants' report.
F - 20
PREMIUM FINANCIAL SERVICES AND LEASING, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
REFERENCES TO MARCH 31, 2002 ARE UNAUDITED
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Premium Financial Services and
Leasing, Inc. ( the "Company") is presented to assist in understanding the
Company's financial statements. The accounting policies conform to generally
accepted accounting principles and have been consistently applied in the
preparation of the financial statements.
Interim Reporting
The unaudited financial statements as of March 31, 2002 and for the
three month period then ended reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
fairly state the financial position and results of operations for the three
months. Operating results for interim periods are not necessarily indicative of
the results which can be expected for full years.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of
Indiana on February 8, 2000. Prior to incorporation the Company operated as a
sole proprietorship since 1995.
Nature of Business
The Company is an Indiana based, independently-owned full service
leasing brokerage firm that is focused on offering medium sized and small
ticket-leasing programs to a national network of brokers, vendors and end users.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
F - 21
PREMIUM FINANCIAL SERVICES AND LEASING, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
REFERENCES TO MARCH 31, 2002 ARE UNAUDITED
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Depreciation
Fixed assets are stated at cost. Depreciation is calculated primarily
using the straight-line method over the estimated useful lives of the assets as
follows:
Asset Rate
- --------------------------------------- --------------
Computer Equipment 5 years
Maintenance and repairs are charged to operations; betterments are
capitalized. The cost of property sold or otherwise disposed of and the
accumulated depreciation thereon are eliminated from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.
Income Taxes
For the years 2001 and 2000 the Company has elected to be an
"S-Corporation" and is not subject to income tax. Income is taxed directly to
the shareholders.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
Reclassifications
Certain reclassifications have been made in the 2001 and 2000 financial
statements to conform with the 2001 presentation.
Revenue recognition
The Company's primary source of revenue is from acting as a lease
broker. Revenue is recognized from the sale or assignment of sales-type or
direct financing leases to third parties when the lease is funded by the
purchaser.
F - 22
PREMIUM FINANCIAL SERVICES AND LEASING, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
REFERENCES TO MARCH 31, 2002 ARE UNAUDITED
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Income per Share
The reconciliations of the numerators and denominators of the basic
income per share computations are as follows:
Income Shares Per-Share
(Numerator) (Denominator) Amount
--------------- --------------- --------------
For the Three Months Ended March 31, 2002
------------------------------------------------
Basic Earning per Share
Income to common shareholders $ 4,006 100 $ 40.06
=============== =============== ==============
For the Three Months Ended March 31, 2001
------------------------------------------------
Basic Earning per Share
Income to common shareholders $ 19,993 100 $ 199.93
=============== =============== ==============
For the Year Ended December 31, 2001
------------------------------------------------
Basic Earnings per Share
Income to common shareholders $ 68,518 100 $ 685.18
=============== =============== ==============
For the Year Ended December 31, 2000
------------------------------------------------
Basic Earnings per Share
Income to common shareholders $ 31,481 100 $ 314.81
=============== =============== ==============
There were no common stock equivalents outstanding at December 31, 2001
and 2000.
Concentrations of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements. The Company maintains the majority of its cash
balances with two financial institutions, in the form of demand deposits
Advertising Expense
Advertising costs are expensed when the services are provided.
F - 23
PREMIUM FINANCIAL SERVICES AND LEASING, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
REFERENCES TO MARCH 31, 2002 ARE UNAUDITED
(Continued)
NOTE 2 - RELATED PARTY PAYABLES
On December 4, 2001, an officer loaned the Company $75,000. The Company
shall repay $90,000 to the officer within 180 days of the date of the loan.
Due to related party at December 31, 2001 and 2000 consists of the
following:
(Unaudited)
March 31, December 31,
----------------------- -----------------------
2002 2001 2001 2000
---------- ----------- ----------- -----------
Note payable to officer, unsecured, at 40% interest,
due June 2, 2002 $ 75,000 - $ 75,000 $ -
Advances, unsecured, non-interest bearing,
due on demand 17,943 - 10,943 5,943
---------- ----------- ----------- -----------
$ 92,943 $ - $ 85,943 $ 5,943
========== =========== =========== ===========
NOTE 3 - LONG TERM DEBT
Long-term liabilities of the Company at December 31, 2001 and 2000
consists of the following:
(Unaudited)
March 31, December 31,
----------------------- -----------------------
2002 2001 2001 2000
---------- ----------- ----------- -----------
Lease payable to a Bank, due July 31, 2004 with
interest of 7.65%, secured by computer equipment $ 9,408 $ 15,330 $ 11,116 $ 14,562
Less Current Portion 3,792 - 4,071 3,772
---------- ----------- ----------- -----------
Total Long-Term Liability $ 5,616 $ 15,330 $ 7,045 $ 10,790
========== =========== =========== ===========
F - 24
PREMIUM FINANCIAL SERVICES AND LEASING, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
REFERENCES TO MARCH 31, 2002 ARE UNAUDITED
(Continued)
NOTE 4 - LEASES
The Company leases facilities and equipment under various capital and
operating leases with expiration dates through 2006.
The Company has entered into a lease agreement for its office
facilities. The rental charges are approximately $1,400 per month. The lease
expires in April 2006. On January 14, 2002 the Company entered into a sublease
for additional office space. The rental charge ranges from $3,500 to $6,992 per
month expiring November 30, 2004.
Equipment capitalized under capital leases had fair market value of
$16,342 as of June 30, 2000 (date of acquisition of the equipment and assumption
of the related leases by the Company). Total rental expense for the Company for
the years ended December 31, 2001 and 2000 was $19,885 and $17,077,
respectively, including rent under month-to month leases.
Net minimum rental commitments under all non-cancelable operating leases are as
follows:
Capital Operating
Year Ending December 31, Leases Leases Total
--------------- --------------- --------------
2002 $ 4,755 $ 59,038 $ 63,793
2003 4,755 88,343 93,098
2004 2,379 98,947 101,326
2004 - 31,545 31,545
2005 - 16,800 16,800
--------------- --------------- --------------
Total minimum lease payments due 11,889 294,673 306,562
Less amounts representing interest (1,099) - (1,099)
--------------- --------------- --------------
$ 10,790 $ 294,673 $ 305,463
=============== =============== ==============
F - 25
PREMIUM FINANCIAL SERVICES AND LEASING, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
REFERENCES TO MARCH 31, 2002 ARE UNAUDITED
(Continued)
NOTE 4 - LEASES (Continued)
The minimum future lease payments under these leases for the next five
years are:
Twelve Months
Ended December 31, Real Property Equipment
- ---------------------- --------------- --------------
2002 $ 51,300 $ 12,493
2003 72,741 20,357
2004 93,712 7,614
2005 16,800 14,745
2006 16,800 -
--------------- --------------
Total minimum future lease payments $ 251,353 $ 55,209
=============== ==============
The leases generally provides that insurance, maintenance and tax
expenses are obligations of the Company. It is expected that in the normal
course of business, leases that expire will be renewed or replaced by leases on
other properties.
NOTE 5 - CONTINGENCIES
The Company at times will have agreements with a funding source to sell
certain receivables with recourse. In the event of the customer's default the
company must repurchase the receivables from the funding source. As of December
31, 2001 and 2000 the company is not contingently liable to such receivables
sold with recourse.
The Company is a defendant in a lawsuit. In the opinion of Company's
management, the lawsuit will not have a material adverse impact on the Company's
financial position, results of operations or cash flows.
F - 26
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On May 21, 2002, Business to Business, Inc., (a development stage
company) ("B2B") and Premium Financial Services & Leasing, Inc. ("Premium"),
closed on an Acquisition Agreement between Premium and B2B. The following
unaudited pro forma condensed combined financial statements are based on the
March 31, 2002 unaudited and September 30, 2001 audited historical financial
statements of B2B and the March 31, 2002 unaudited and December 31, 2001 audited
historical financial statements of Premium contained elsewhere herein, giving
effect to the transaction under the purchase method of accounting, with Premium
treated as the acquiring entity for financial reporting purposes. The unaudited
pro forma condensed combined balance sheet presenting the financial position of
the Surviving Corporation assumes the purchase occurred as of March 31, 2002.
The unaudited pro forma condensed combined statement of operations for the year
ended December 31, 2001 presents the results of operations of the Surviving
Corporation, assuming the merger was completed on January 1, 2001. The unaudited
pro forma condensed combined statement of operations for the three months ended
March 31, 2002 presents the results of operations of the Surviving Corporation,
assuming the merger was completed on January 1, 2002.
The unaudited pro forma condensed combined financial statements have
been prepared by management of Premium and B2B based on the financial statements
included elsewhere herein. The pro forma adjustments include certain assumptions
and preliminary estimates as discussed in the accompanying notes and are subject
to change. These pro forma statements may not be indicative of the results that
actually would have occurred if the combination had been in effect on the dates
indicated or which may be obtained in the future. These pro forma financial
statements should be read in conjunction with the accompanying notes and the
historical financial information of both Premium and B2B (including the notes
thereto) included in this Information Statement. See "FINANCIAL STATEMENTS."
F - 27
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
MARCH 31, 2002
Premium Business
Financial to Pro Forma
Services and Business, Pro Forma Combined
Leasing, Inc. Inc. Adjustments Balance
-------------- -------------- -------------- ---------------
ASSETS
Current assets $ 33,047 $ - $ - $ 33,047
Fixed assets (net) 20,968 - - 20,968
Other assets 75,000 - - 75,000
-------------- -------------- -------------- ---------------
Total Assets $ 129,015 $ - $ - $ 129,015
============== ============== ============== ===============
LIABILITIES AND STOCKHOLDERS'
EQUITY
Accounts payable & accrued expenses $ 4,946 $ - $ - $ 4,946
Other current liabilities 96,735 - - 96,735
Long-term debt 5,616 - - 5,616
-------------- -------------- -------------- ---------------
Total Liabilities 107,297 - - 107,297
-------------- -------------- -------------- ---------------
Stockholders' Equity:
Common stock 100 1,000 3,900 A 5,000
Paid in capital - 5,589 11,129 A 16,718
Retained deficit - (1,075) 1,075 0
Accumulated adjustments account 21,618 (21,618)A -
Deficit accumulated during the
development stage - (5,514) 5,514 A -
-------------- -------------- -------------- ---------------
Total Stockholders' Equity (Deficit) 21,718 - - 21,718
-------------- -------------- -------------- ---------------
Total Liabilities and Stockholders' Equity $ 129,015 $ - $ - $ 129,015
============== ============== ============== ===============
See accompanying notes to unaudited pro forma condensed combined financial
statements.
F - 28
UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2001
Premium Business
Financial to Pro Forma
Services and Business, Pro Forma Combined
Leasing, Inc. Inc. Adjustments Balance
-------------- -------------- -------------- ---------------
Revenues: $ 428,221 $ - $ - $ 428,221
Expenses:
Selling & marketing 244,871 - 244,871
General & administrative 113,423 2,254 - 115,677
-------------- -------------- -------------- ---------------
Net Income from Operations 69,927 - 67,673
Other Income (expense) (1,409) - (1,409)
-------------- -------------- -------------- ---------------
Net Income (Loss) $ 68,518 $ $ - $ - 66,264
============== ============== ============== ===============
Income (Loss) per share $ 685.18 $ $ - $ - 0.01
============== ============== ============== ===============
Weighted average shares outstanding 100 1,000,000 5,000,000
See accompanying notes to unaudited pro forma condensed combined financial
statements.
F - 29
UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002
Premium Business
Financial to Pro Forma
Services and Business, Pro Forma Combined
Leasing, Inc. Inc. Adjustments Balance
-------------- -------------- -------------- ---------------
Revenues: $ 51,134 $ - $ - $ 51,134
Expenses:
Selling & marketing 38,597 - - 38,597
General & administrative 48,531 10,850 - 59,381
-------------- -------------- -------------- ---------------
Net Income from Operations (35,994) - (46,844)
Other Income (expense) 40,000 - 40,000
-------------- -------------- -------------- ---------------
Net Income (Loss) $ 4,006 $ - $ - $ (6,844)
============== ============== ============== ===============
Income (Loss) per share $ 40.06 $ - $ - $ -
============== ============== ============== ===============
Weighted average shares outstanding 100 1,000,000 5,000,000
See accompanying notes to unaudited pro forma condensed combined financial
statements.
F - 30
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(1) General
In the acquisition, B2B will acquire all of the assets and liabilities of
Premium in exchange for 4,000,000 shares of Common Stock, or approximately 80%
of the New Common Stock outstanding subsequent to the Merger, subject to certain
adjustments. Premium has not yet performed a detailed evaluation and appraisal
of the fair market value of the net assets acquired in order to allocate the
purchase price among the assets acquired. For purposes of preparing these pro
forma financial statements, certain assumptions as set forth in the notes to the
pro forma adjustments have been made in allocating the sales price to the net
assets acquired. As such, the pro forma adjustments discussed below are subject
to change based on final appraisals and determination of the fair market value
of the assets and liabilities of B2B.
(2) Fiscal Year Ends
The unaudited pro forma condensed combined statements of operations for
the year ended December 31, 2001, include Premium's and B2B's operations on a
common fiscal year. B2B's financials have been adjusted by subtracting the
quarterly results for the three months ended December 31, 2000 from the annual
financials and adding the quarterly results for December 31, 2001. The unaudited
pro forma condensed combined statements of operations for the three months ended
March 31, 2002, include Premium's and B2B's operations on a common fiscal year.
(3) Pro Forma Adjustments
The adjustments to the accompanying unaudited pro forma condensed
combined balance sheet as of March 31, 2002, are described below:
(A) Record acquisition by issuing 4,000,000 shares of Common Stock, par
value $0.001.
The adjustments to the accompanying unaudited pro forma condensed
combined statements of operations for the year ended December 31, 2001 and the
three months ended March 31, 2002 are described below:
There are no anticipated adjustments to the statements of operations as
a result of the merger.
F - 31
Item 8. Change in Fiscal Year.
Not applicable.
Item 9. Regulation FD Disclosure.
Not applicable.
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.
Signature and Title Date
/s/ Michael Gooch June 11, 2002
- ---------------------------------------------------------------
Michael Gooch, Chairman of the Board, President, Principal
Executive Officer and Director
/s/ Glen Gangi June 11, 2002
- ---------------------------------------------------------------
Glen Gangi, Director and Chief Operating Officer
/s/ Bret Pafford June 11, 2002
- ---------------------------------------------------------------
Bret Pafford, Vice President
/s/ Dennis Klutzke June 11, 2002
- ---------------------------------------------------------------
Dennis Klutzke, Chief Financial Officer and Director