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Exhibit 7.6
PIVOTAL SELF SERVICE TECHNOLOGIES INC.
PROFORMA FINANCIAL INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
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PIVOTAL SELF SERVICE TECHNOLOGIES INC.
PROFORMA CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31, 2002
(IN US DOLLARS)
<Table>
<Caption>
ASSETS
Pro-Forma
Consolidated Consolidated
Pivotal Self Pivotal Self
Service Battery Service
Technologies Business Technologies
Inc. Note 1 Inc.
------------ -------- ------------
CURRENT
Cash $ 38,677 - $ 38,677
Accounts receivable 122,129 - 122,129
Note receivable 40,000 - 40,000
Assets of discontinued operations 23,749 - 23,749
----------- -----------
TOTAL CURRENT ASSETS 224,555 - 224,555
INTANGIBLE ASSETS 235,664 - 235,664
ASSETS OF DISCONTINUED OPERATIONS 117,251 - 117,251
----------- -----------
TOTAL ASSETS $ 577,470 - $ 577,470
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable $ 124,805 - $ 124,805
Accrued liabilities
Interest 43,035 - 43,035
Professional fees 10,650 - 10,650
Director's fees 18,300 - 18,300
Other 7,152 - 7,152
Notes payable 317,774 - 317,774
Senior subordinated convertible debentures 141,500 - 141,500
Liabilities of discontinued operations 19,600 - 19,600
----------- -----------
TOTAL CURRENT LIABILITIES 682,816 - 682,816
----------- -----------
NOTES PAYABLE 70,000 - 70,000
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TOTAL LIABILITIES 752,816 - 752,816
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STOCKHOLDERS' DEFICIENCY
Preferred stock, $100 par value, 8%, non-voting, convertible,
2,000 shares authorized, no shares issued and outstanding - - -
Common stock, $.001 par value, 150,000,000 shares
authorized,53,953,606 shares issued and outstanding 53,953 - 53,953
Common stock subscribed 252,750 - 252,750
Additional paid-in capital 8,039,213 - 8,039,213
Accumulated deficit (8,521,262) - (8,521,262)
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TOTAL STOCKHOLDERS' DEFICIENCY (175,346) - (175,346)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 577,470 - $ 577,470
----------- -----------
----------- -----------
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PIVOTAL SELF SERVICE TECHNOLOGIES INC.
PRO-FORMA STATEMENT OF OPERATIONS
FOR THE TWELVE MONTH PERIOD ENDED DECEMBER 31, 2002
(IN US DOLLARS)
<Table>
<Caption>
Pro-Forma
Pivotal Self Battery Consolidated
Service Business Statement of
Technologies Inc. Note 1 Operations
----------------- --------------- --------------
Revenues $ 13,162 $ 533,091 $ 546,253
Cost of goods sold - 459,558 459,558
--------------- --------------- --------------
Gross profit 13,162 73,533 86,695
Operating expenses
Selling, general and administrative 82,800 258,264 341,064
Occupancy 40,096 - 40,096
Interest 25,529 - 25,529
--------------- --------------- --------------
Total operating expenses 148,425 258,264 406,689
Other (income) expense
Non-cash financing expense 92,000 - 92,000
Realized loss/write down of marketable securities 14,400 - 14,400
--------------- --------------- --------------
Total expenses 254,825 258,264 513,089
--------------- --------------- --------------
Loss before taxes and discontinued operations (241,663) (184,731) (426,394)
Income taxes
Provision for income taxes - (7,618) (7,618)
--------------- ---------------- ---------------
Loss before discontinued operations (241,663) (192,349) (434,012)
Discontinued operations
Income (loss) from operations of discontinued operations,
net of tax 18,913 - 18,913
Gain from management fee forgiveness 54,037 - 54,037
Gain on disposal of subsidiary, net of tax 39,003 - 39,003
-------------- -------------- --------------
Income (loss) from discontinued operations 111,953 - 111,953
-------------- -------------- --------------
Net loss $ (129,710) $ (192,349) $ (322,059)
-------------- -------------- --------------
-------------- -------------- --------------
Pro-forma loss per share of common stock:
Weighted average number of common shares outstanding 51,917,502
Loss per share $ (0.006)
Loss from continuing operations $ (0.008)
Earnings from discontinued operations $ 0.002
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PIVOTAL SELF SERVICE TECHNOLOGIES INC.
PROFORMA CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31, 2001
(IN US DOLLARS)
ASSETS
<Table>
<Caption>
Pro-Forma
Consolidated Consolidated
Pivotal Self Pivotal Self
Service Battery Service
Technologies Business Technologies
Inc. Note 1 Inc.
------------ ---------- ------------
CURRENT
Marketable securities $ 16,000 - $ 16,000
Receivables 1,554 - 1,554
Prepaid expenses 5,879 - 5,879
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TOTAL CURRENT ASSETS 23,433 - 23,433
EQUIPMENT, NET OF ACCUMULATED DEPRECIATION 7,763 - 7,763
------------ ------------
TOTAL ASSETS $ 31,196 - $ 31,196
------------ ------------
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Bank overdraft $ 11,839 - $ 11,839
Accounts payable 169,982 169,982
Accrued liabilities
Interest 21,226 - 21,226
Professional fees 23,000 - 23,000
Director's fees 18,300 - 18,300
Other 29,500 - 29,500
Notes payable 155,000 - 155,000
Senior subordinated convertible debentures 141,500 - 141,500
------------ ------------
TOTAL CURRENT LIABILITIES 570,347 - 570,347
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STOCKHOLDERS' DEFICIENCY
Preferred stock, $100 par value, 8%, non-voting, convertible,
2,000 shares authorized, no shares issued and outstanding - - -
Common stock, $.001 par value, 150,000,000 shares authorized,
43,042,306 shares issued and outstanding 43,042 - 43,042
Common stock subscribed 41,250 - 41,250
Additional paid-in capital 7,768,109 - 7,768,109
Accumulated deficit (8,391,552) - (8,391,552)
------------ ------------
TOTAL STOCKHOLDERS' DEFICIENCY (539,151) - (539,151)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 31,196 - $ 31,196
------------ ------------
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</Table>
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PIVOTAL SELF SERVICE TECHNOLOGIES INC.
PRO-FORMA STATEMENT OF OPERATIONS
FOR THE TWELVE MONTH PERIOD ENDED DECEMBER 31, 2001
(IN US DOLLARS)
<Table>
<Caption>
Pro-Forma
Pivotal Self Battery Consolidated
Service Business Statement of
Technologies Inc. Note 1 Operations
----------------- ---------- --------------
Revenues $ - $ - $ -
Cost of goods sold - - -
--------------- --------------- --------------
Gross profit - - -
Operating expenses
Selling, general and administrative 353,812 - 353,812
Occupancy 13,294 - 13,294
Interest 74,516 - 74,516
--------------- --------------- ---------------
Total operating expenses 441,622 - 441,622
Other (income) expense
Non-cash financing expense 2,317,594 - 2,317,594
Realized loss/write down of marketable securities 17,000 - 17,000
Other income (5,000) - (5,000)
---------------- --------------- ----------------
Total expenses 2,771,216 - 2,771,216
--------------- --------------- ---------------
Loss before extraordinary item and discontinued operations (2,771,216) - (2,771,216)
Extraordinary item
Cancellation of indebtedness 180,251 - 180,251
--------------- --------------- ---------------
Loss before discontinued operations (2,590,965) - (2,590,965)
Discontinued operations
Income (loss) from operations of discontinued operations, net
of tax (48,131) - (48,131)
Gain from management fee forgiveness 20,083 - 20,083
--------------- --------------- ---------------
(Loss) from discontinued operations (28,048) - (28,048)
--------------- --------------- --------------
Net loss $ (2,619,013) $ - $ (2,619,013)
--------------- --------------- ---------------
--------------- --------------- ---------------
Pro-forma basic net loss per share of common stock:
Weighted average number of common shares outstanding 27,576,124
Basic loss per share $ (0.09)
Loss from continuing operations $ (0.10)
Extraordinary item $ (0.01)
Loss from discontinued operations $ (0.00)
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PIVOTAL SELF SERVICE TECHNOLOGIES INC.
NOTES TO THE PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001
Note 1 BASIS OF PRESENTATION
The accompanying consolidated statements of operations give effect to
the acquisition of certain assets of DCS Battery Sales Ltd. (the
"Battery Business") by Pivotal Self Service Technologies Inc.
("Pivotal") on December 31, 2002.
The pro forma consolidated financial statements of Pivotal included
herein have been prepared by management of Pivotal in accordance with
the accounting principles generally accepted in the United States of
America. They have been prepared from information derived from the
December 31, 2002 and 2001 (audited) financial statements of Pivotal
and the December 31, 2002 (audited) financial statements of the
Battery Business, together with other information available to the
corporations. In the opinion of management of Pivotal, these pro forma
consolidated financial statements include all adjustments necessary
for fair presentation of the acquisition of the Battery Business by
Pivotal as described below.
The pro forma consolidated financial statements should be read in
conjunction with the historical financial statements and notes thereto
of Pivotal and the Battery Business referred to above and included
elsewhere in this Form 8-K/A. The pro forma consolidated statements of
operations gives effect to the acquisition of the Battery Business as
if it had occurred at the start of the fiscal period beginning on
January 1, 2001.
The Battery Business began effectively on January 1, 2002, therefore
the consolidated statement of operations for the year ended December
31, 2001, did not require any adjustments. The battery business was
acquired on December 31, 2002 and the audited consolidated financial
statements of the Company as filed in the Company's Form 10-KSB/A
reflect all assets and liabilities acquired, therefore the audited
proforma consolidated balance sheet at December 31, 2002 did not
require any pro-forma adjustments. The consolidated balance sheet as
at December 31, 2001 did not require any pro-forma adjustments either
due to the Battery Business starting effective January 1, 2002. These
pro forma financial statements are not necessarily indicative of the
financial position or results of operations, which would have resulted
if the combination and related transactions had actually occurred on
those dates.
The Battery Business flowed through several Canadian companies (Decade
Battery Ltd., DCS Battery Sales Ltd. DCS Electronics Limited and Prime
Battery Products Limited). The financial statements of the Battery
Business were prepared in accordance with United States generally
accepted accounting principles as they relate to those financial
statements.
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The financial statements of the Battery Business have been converted
from Canadian dollars ("CDN") to United States dollars ("US") as
follows:
Revenues and expenses for the one-year period ended December 31, 2002
at the average rate of exchange in effect for the period of one
Canadian dollar equals $0.63955 US dollars.
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<Caption>
CAD $ US $
-------- --------
Sales 833,541 533,091
Cost of goods sold 718,565 459,558
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Gross profit 114,976 73,533
Selling, general & administrative expenses 403,822 258,264
-------- --------
Loss before income taxes (288,846) (184,731)
Provision for income taxes (11,912) (7,618)
-------- --------
Loss (300,758) (192,349)
-------- --------
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Note 2 BUSINESS ACQUISITION
On December 31, 2002, the Company, through a newly incorporated wholly
owned subsidiary named Prime Battery, acquired certain assets of DCS
Battery Products Ltd. ("DCS Battery").
DCS Battery is owned by a relative of the Company's Chief Executive
Officer and one of its Directors.
Under the terms of the agreement Prime Battery acquired assets as
follows:
- All assets and intellectual property rights of DCS Battery
including all trademarks, tradenames, distribution agreements
with Konnoc Battery in Canada and the United States of America,
and all agreements or relationships with dollar stores in Canada
and the United States,
- All inventory, and
- All contracts, books and records.
in exchange for:
- 6,000,000 newly issued common shares of the Company's common
stock, and
- The right to earn an additional 2,000,000 newly issued common
shares of Pivotal for every $100,000 of net profit earned by the
Prime Battery business during the two year period beginning on
November 1, 2002 to a maximum of 10,000,000 additional shares.
Under the terms of the agreement the Company also agreed as follows:
- To finance the newly acquired business with $126,780
(CAD$200,000) in cash,
- To share up to 50% of the net gross profit (subject to the Prime
Battery business earning a minimum gross profit of 15%) of the
business with A.C. Simmonds and Sons ("ACS" an entity also owned
by a relative of the Company's Chief Executive Officer) in
exchange for management, distribution and logistical services
provided by ACS to the Prime Battery business, and
- To sell any battery products to ACS intended to be sold to
industrial accounts at cost plus 10%.
At December 31, 2002 the Company opted not to acquire any of the
inventories owned by DCS Battery for its own account.
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The acquisition is accounted for using the purchase method. The fair
value of the assets and liabilities acquired are as follows:
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Current assets $165,028
Intangible assets 235,664
--------
400,692
Less:
Liabilities 160,692
--------
Net assets acquired at fair values $240,000
Total consideration:
6,000,000 shares of the Pivotal's common stock $240,000
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The excess of the purchase price over net assets acquired has been
allocated to intangible assets, representing customer lists and
non-contractual customer relationships. Management has valued the
intangible assets at $235,664 based on estimated future cash flows
arising from two retail customers.
Note 3 PRO-FORMA BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
Pro-forma basic and diluted earnings (loss) per share has been
calculated using the historical weighted average number of shares
previously reported and amended as if the pro-forma common shares of
Pivotal issued pursuant to the acquisition have been outstanding since
the beginning of the periods. Diluted earnings per share includes the
potentially dilutive effect of outstanding common stock options and
warrants which are convertible to common shares.