UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934.
October 31, 2003 0-30629
- ------------------------------------------------ ----------------------
Date of Report (Date of earliest event reported) Commission File Number
TOTAL FIRST AID, INC.
---------------------
(Exact name of registrant as specified in its charter)
Florida 59-1796257
- ------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5607 Hiatus Road, Suite 500
Tamarac, Florida 33321
----------------------
(Address of Principal Executive Offices) (Zip Code)
(954) 724-2929
--------------
(Registrant's telephone number, including area code)
------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective on October 31, 2003, Total First Aid, Inc., consummated its
acquisition of 3323455 Canada Inc., and on November 10, 2003, filed a Current
Report on Form 8-K to disclose completion of that acquisition. The purpose of
this filing is to amend the Current Report on Form 8-K by filing certain
financial statements and financial information required by Regulation S-X and
identified in Item 7 below.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(a) The following financial statements of the business acquired, for
the periods specified in Rule 3-05(b) of Regulation S-K, are filed herewith:
o Table of Contents to Financial Statements of Kischi
Konsulting, Inc.
o Report of Independent Chartered Accountants
o Statements of Earnings for the Years Ended June 30, 2003 and
2002
o Statements of Retained Earnings for the Years Ended June 30,
2003 and 2002
o Statements of Cash Flows the Years Ended June 30, 2003 and
2002
o Balance Sheet as of June 30, 2003 and 2002
o Notes to Financial Statements
(b) The following pro forma financial information required by Article
11 of Regulation S-X is filed herewith:
o Introduction to Unaudited Pro Forma Consolidated Financial
Statements
o Unaudited Pro Forma Consolidated Balance Sheet at September
30, 2003
o Unaudited Pro Forma Consolidated Statement of Income for the
Nine Months Ended September 30, 2003
o Unaudited Pro Forma Consolidated Statement of Income for the
Year Ended December 31, 2002
o Notes to Unaudited Pro Forma Consolidated Financial Statements
(c) Exhibits.
10.1 Share Exchange Agreement dated October 20, 2003 relating to
the acquisition of 3323455 Canada Inc.
10.2 Share Exchange Agreement dated September 20, 2003 relating to
the acquisition by 3323455 Canada Inc. of Kischi Konsulting
Inc. and 2906694 Canada Inc.
______________________
(1) Incorporated by reference to Exhibit 10.1 to the Company's Current
Report on Form 8-K filed November 10, 2003.
(2) Incorporated by reference to Exhibit 10.2 to the Company's Current
Report on Form 8-K filed November 10, 2003.
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: February 11, 2004 TOTAL FIRST AID, INC.
By: /s/ Michel L. Marengere
--------------------------
Michel L. Marengere
Chief Executive Officer
Kischi Konsulting Inc.
Financial Statements
June 30, 2003
Report of Independent Chartered Accountants F-2
Statements of Earnings for the Years Ended June 30, 2003 and 2002 F-3
Statements of Retained Earnings for the Years Ended June 30, 2003 and 2002 F-4
Statements of Cash Flows the Years Ended June 30, 2003 and 2002 F-5
Balance Sheet as of June 30, 2003 and 2002 F-6
Notes to Financial Statements F-7 - F-10
Pro Forma Financial Information as of September 30, 2003
Introduction to Unaudited Pro Forma Consolidated Financial Statements F-11 - F-12
Unaudited Pro Forma Consolidated Balance Sheet at September 30, 2003 F-13
Unaudited Pro Forma Consolidated Statement of Income for the
Nine Months Ended September 30, 2003 F-14
Unaudited Pro Forma Consolidated Statement of Income for the
Year Ended December 31, 2002 F-15
Notes to Unaudited Pro Forma Consolidated Financial Statements F-16
F-1
Auditors' Report
To the Shareholders of
Kischi Konsulting Inc.
We have audited the balance sheet of Kischi Konsulting Inc. as at June 30, 2003
and the statements of earnings, retained earnings and cash flows for the
year then ended. 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 audit in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance 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.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at June 30, 2003 and the
results of its operations and its cash flows for the year then ended in
accordance with Canadian generally accepted accounting principles.
Chartered Accountants
Gatineau
September 25, 2003
F-2
Kischi Konsulting Inc.
Earnings Year ended June 30, 2003
(US dollars)
2003 2002
--------- ---------
$ $
Consulting revenue 6,455,619 4,553,245
Direct expenses 6,051,162 4,136,045
--------- ---------
Gross profit 404,457 417,200
--------- ---------
Operating expenses
Salaries and employee benefits 3,833 51,975
Publicity and promotion 30,726 30,906
Travelling expenses 1,684 1,261
Marketing and administration 149,111 92,477
Office supplies and expenses 12,893 9,452
Telecommunications 7,436 7,263
Membership fees 839 524
Doubtful accounts 28 2,538
Insurance 27,647 21,894
Professional fees 36,634 401
Rental expenses 30,081 13,695
Interest and bank charges 2,596 2,747
Amortization of fixed assets 4,395 2,467
--------- ---------
307,903 237,600
--------- ---------
96,554 179,600
Other revenues (expenses)
Interest 388 550
--------- ---------
Earnings before income taxes 96,942 180,150
Current income taxes 33,146 54,824
--------- ---------
Net earnings 63,796 125,326
--------- ---------
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements.
F-3
Kischi Konsulting Inc.
Retained Earnings
Year ended June 30, 2003
(US dollars)
2003 2002
-------- --------
$ $
Retained earnings (deficit),
beginning of year 104,030 (21,296)
Net earnings 63,796 125,326
-------- --------
Retained earnings, end of year 167,826 104,030
-------- --------
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements.
F-4
Kischi Konsulting Inc.
Cash Flows
Year ended June 30, 2003
(US dollars)
2003 2002
-------- --------
$ $
OPERATING ACTIVITIES
Net earnings 63,796 125,326
Unrealized exchange gain 18,965 6,977
Non-cash items
Amortization of fixed assets 4,395 2,467
Changes in working capital items (Note 3) (130,649) 133,179
-------- --------
Cash flows from operating activities (43,493) 267,949
-------- --------
INVESTING ACTIVITIES
Fixed assets (12,089) (7,110)
Receipt of advances to companies
owned by the shareholders 16,280 --
-------- --------
Cash flows from investing activities 4,191 (7,110)
-------- --------
FINANCING ACTIVITIES
Bank loan and cash flows from financing activities -- (51,010)
-------- --------
Net increase (decrease) in cash and cash equivalents (39,302) 209,829
Cash (bank overdraft), beginning of year 207,473 (2,356)
-------- --------
Cash, end of year 168,171 207,473
-------- --------
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements.
F-5
Kischi Konsulting Inc.
Balance Sheet
June 30, 2003
(US dollars)
2003 2002
--------- ---------
$ $
ASSETS
Current assets
Cash 168,171 207,473
Accounts receivable 1,423,657 781,549
Prepaid expenses 1,373 1,220
--------- ---------
1,593,201 990,242
Fixed assets (Note 4) 20,153 10,249
Advances to companies owned
by the shareholders, received
during the year -- 16,209
--------- ---------
1,613,354 1,016,700
--------- ---------
LIABILITIES
Current liabilities
Accounts payables and
accrued liabilities 1,406,753 877,248
Income taxes payable 13,113 31,012
--------- ---------
1,419,866 908,260
--------- ---------
SHAREHOLDERS' EQUITY
Capital stock (Note 6) 79 79
Retained earnings 167,826 104,030
Unrealized exchange gain 25,583 4,331
--------- ---------
193,488 108,440
--------- ---------
1,613,354 1,016,700
--------- ---------
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements.
On behalf of the Board,
- ----------------------------- --------------------------------
Director Director
F-6
Kischi Konsulting Inc.
Notes to Financial Statements
June 30, 2003
(US dollars)
- --------------------------------------------------------------------------------
1 - GOVERNING STATUTES AND NATURE OF OPERATIONS
The Company, incorporated under the Canada Business Corporations Act, provides
computer consulting services.
2 -ACCOUNTING POLICIES
Accounting estimates
The preparation of financial statements in accordance with Canadian generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts recorded in the financial statements and
notes to financial statements. These estimates are based on management's best
knowledge of current events and actions that the Company may undertake in the
future. Actual results may differ from these estimates.
Cash and cash equivalents
The Company's policy is to present cash and temporary investments having a term
of three months or less from the acquisition date with cash and cash
equivalents.
Amortization
Fixed assets are amortized over their estimated useful lives according to the
diminishing balance method at the following annual rates:
Rates
-----
Equipment 20%
Computers 30%
Income taxes
The Company uses the tax liability method to account for income taxes. Under
this method, future tax assets and liabilities are determined according to
differences between the carrying amounts and tax bases of the assets and
liabilities. They are measured by applying enacted or substantively enacted tax
rates and laws at the date of the financial statements for the years in which
the temporary differences are expected to reverse.
Revenue recognition
Revenue from consulting services is recognized at the time the services are
performed.
Advertising costs
Advertising costs are expensed as incurred. The Company charged $2,188
advertising Expense during the year ($6,162 in 2002)
F-7
Kischi Konsulting Inc.
Notes to Financial Statements
June 30, 2003
(US dollars)
- --------------------------------------------------------------------------------
3 - INFORMATION INCLUDED IN THE STATEMENT OF CASH FLOWS
The changes in working capital items are detailed as follows:
2003 2002
-------- --------
$ $
Accounts receivable (485,826) (194,283)
Accounts payables and accrued 374,620 317,102
liabilities
Income taxes payable (19,443) 10,360
-------- --------
(130,649) 133,179
-------- --------
Cash flows relating to interest and income taxes on operating activities are
detailed as follows:
2003 2002
-------- --------
$ $
Interest paid 2,596 2,747
Income taxes paid 52,590 44,464
4- FIXED ASSETS
2003
----------------------------------------
Accumulated
Cost amortization Net
------ ------------ -------
$ $ $
Equipment 8,529 1,896 6,633
Computers 32,779 19,259 13,520
------ ------ ------
41,308 21,155 20,153
------ ------ ------
2002
------------------------------------
Accumulated
Cost amortization Net
------ ------------ ------
$ $ $
Equipment 3,853 678 3,175
Computers 20,822 13,748 7,074
------ ------ ------
24,675 14,426 10,249
------ ------ ------
5 - BANK GUARANTEES
Authorized bank line of credit, prime rate plus 1.5%, is secured by accounts
receivable and a Joint suretyship by both directors for the amount of the loan.
The Company has an authorized line of credit of $250,000 Cdn of which all the
amount remained unused as at June 30, 2003.
F-8
Kischi Konsulting Inc.
Notes to Financial Statement
June 30, 2003
(US dollars)
- --------------------------------------------------------------------------------
6 - CAPITAL STOCK
Authorized
Unlimited number of shares without par value
Class "A" shares, voting and participating
Class "B" shares, non-voting, non-participating, priority holder and
non-cumulative dividends, redeemable at the amount of consideration received at
issuance plus any declared and unpaid dividends
Class "C" shares, non-voting, non-participating and non-cumulative dividends
2003 2002
---- ----
$ $
Issued and fully paid
10,000 class "A" shares 72 72
1,000 class "shares" 7 7
--- ---
79 79
--- ---
7 - COMMITMENTS
The Company has entered into a long-term lease agreement expiring in July 2007
which calls for lease payments of $127,539 for the rental of a building. The
minimum lease payments for the next fives years are $31,234 annually in 2004,
2005, 2006 and 2007 and $2,603 for 2008
The Company has entered into another long-term lease agreement expiring in May
2007 which calls for lease payments of $9,092 for the rental of office
equipment. The minimum lease payments for the next four years are $2,273
annually.
8 - CONTINGENCY
A lawsuit in the amount of approximately $125,000 Cdn has been filed against the
Company as it was contingently liable as endorser of another Company's
obligations regarding certain professional fees. Since the Company's directors
are of the opinion that this lawsuit is unwarranted, no provision has been
recorded in this respect.
9 - RELATED PARTY TRANSACTIONS
During the year, the Company entered into the following transactions with its
shareholders : Direct expenses include management fees of $285,160 ($85,442 in
2002) and operating expenses include administrative fees of $23,847 ($13,390 in
2002). As at June 30, 2003, amounts totalling $195,418 are still payable to the
shareholders from these transactions and are included under accounts payable and
accrued liabilities on the balance sheet.
These transactions were concluded in the normal course of operations at the
exchange amount, which is the amount established and accepted by the parties.
F-9
Kischi Konsulting Inc.
Notes to Financial Statements
June 30, 2003
(US dollars)
- --------------------------------------------------------------------------------
10 - FINANCIAL INSTRUMENTS
The financial statements include only primary financial instruments. The Company
used the following methods and assumptions to determine the fair value of the
financial instruments included in the financial statements as accurately as
possible :
Short-term financial instruments
The fair value of cash, accounts receivable, accounts payable and accrued
liabilities is equivalent to their carrying amount given that they will mature
shortly.
11 -COMPARATIVE FIGURES
Certain comparative figures have been reclassified to conform with the
presentation adopted in the current year.
F-10
INTRODUCTION TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Sale of First Aid Direct Product Line to VanDyne Crotty
Effective as of the close of business on September 30, 2003, First Aid Direct,
Inc. completed the sale of substantially all of its assets to VDC First Aid and
Safety Supply, LLC, a related party. The assets disposed of were those related
to First Aid Direct's wholesale first aid and safety supply business. VDC First
Aid and Safety Supply is an affiliate of Van Dyne-Crotty, Inc., who, along with
its affiliates was principal shareholders of First Aid Direct. The sale of
assets was made pursuant to the terms and conditions of an Asset Purchase
Agreement entered into on August 29, 2003. Following the closing, First Aid
Direct would continue to distribute its Total First Aid and Roehampton Supply
product lines. Within 30 days following the closing, First Aid Direct will
change its name to Total First Aid, Inc.
The sales price for the assets disposed of is $1,215,000. The sales price was
paid at closing. Approximately $215,000 of the sales price was used to retire
First Aid Direct's indebtedness to Key Bank. First Aid Direct also received
$259,150 for its accounts receivable collected by VDC First Aid and Safety
Supply during the 120-day period following the closing. At closing, a $250,000
deposit against those accounts receivable was paid to First Aid Direct. The
sales price for the assets was supported by a valuation and fairness opinion
received from Stenton Leigh Capital Corp., an unaffiliated financial consulting
firm.
Assumption of warehouse/office lease by VanDyne Crotty
Effective November 1, 2003 VanDyne Crotty assumed responsibility for First Aid
Direct, Inc. warehouse/office lease, the lease term running from December 2002
through February 28, 2007. The monthly rental cost of the lease was $12,950 per
month with forty (40) months left on the lease. In exchange for the assumption
First Aid Direct, Inc. turned over net fixed assets of $102,257.
Sale of the Total First Aid and Roehampton Product Lines to Roehampton Aid Corp.
On December 19, 2003, Total First Aid, Inc. (Company or Total First Aid)
completed the disposition of the assets comprising its Roehampton Supply Product
line and its Total First Aid product line to Roehampton Aid Corp. The sale of
assets was made pursuant to the terms and conditions of an Asset Purchase
Agreement entered into on November 14, 2003, for a purchase price of $100. The
net book value of the assets disposed of was $254,019.
F-11
Acquisition of 3323455 Canada Inc. and Kischi Konsulting Inc.
On October 31, 2003, Total First Aid, Inc. consummated the acquisition of
3323455 Canada Inc. (3323) Simultaneous with the acquisition, 3323455 Canada
Inc. acquired Kischi Konsulting Inc. (Kishi) The acquisition of 3323 and its
subsidiaries was effected through a securities exchange agreement in which Total
First Aid issued 30,692,285 common shares for all of the 3323 shares, thereby
making the latter a wholly-owned subsidiary of the Company. 3323 acquired Kischi
which was exchanged for 4,000,000 shares of Total First Aid, as well as cash in
the amount of US$1,500,000. The cash portion of the acquisition of Kischi was
derived from a private placement of units of securities of the Company, as well
as cash on hand. The purchase price for the acquisitions resulted from
arms-length bargaining among the parties, and there was no prior affiliation or
relationship among management of Total First Aid and the acquired companies.
F-12
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AT SEPTEMBER 30, 2003
Sale of Total
First Aid and
Sale of First Assumption Roehampton
Total First Aid Aid Direct of Warehouse Product
Inc. At Product Line Lease by Lines to Adjusted
September 30, to VanDyne VanDyne Roehampton Total First
2003 Crotty Crotty Aid Corp. Aid, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
Assets
Current assets:
Cash $ 36,547 $1,249,283 $1,326,257
40,427
Accounts receivable - stockholder 56,442 (56,442)
Accounts receivable - customer 223,049 (202,708) 100 (6,905)
9,150 (36,496)
Notes receivable - employee 5,000 (5,000)
Loans receivable
Inventories 659,890 (543,178) (98,239) (16,527)
(35,000)
Prepaid expenses 111,726 (5,427) (13,784) 60,025
(32,490)
Goodwill
---------------------------------------------------------------------------------
Total current assets 1,092,654 451,105 0 (180,909) 1,362,850
---------------------------------------------------------------------------------
Property and equipment - net 144,991 (102,757) (29,531) 12,703
Intangible asset - net 109,475 (109,475)
---------------------------------------------------------------------------------
Total assets $1,347,120 $ 451,105 $(102,757) $(319,915) $1,375,553
=================================================================================
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued expenses payable $ 280,281 $ (65,896) $ 214,385
Line of credit 215,000 (215,000)
Loans payable
Income taxes payable
---------------------------------------------------------------------------------
Total current liabilities 495,281 (215,000) 0 (65,896) 214,385
---------------------------------------------------------------------------------
Stockholders' equity:
Capital 1,608,112 1,608,112
Retained earnings (deficit) (756,273) 666,105 (102,757) (254,019) (446,944)
Accumulated comprehensive income
---------------------------------------------------------------------------------
Total stockholders' equity 851,839 666,105 (102,757) (254,019) 1,161,168
---------------------------------------------------------------------------------
Total liabilities and stockholders' equity $1,347,120 $ 451,105 $(102,757) $(319,915) $1,375,553
=================================================================================
[restubbed table]
3323455 Kischi
Canada, Inc. Konsulting, Inc.
At June 30, At June 30,
2003 in US 2003 in US Pro Forma Pro Forma As
Dollars Dollars Adjustments Adjusted
- ------------------------------------------------------------------------------------------------------------------------------------
Assets
Current assets:
Cash $ 168,171 $ (214,385) (1) $ 280,043
500,000 (4)
(1,500,000) (5)
Accounts receivable - stockholder
Accounts receivable - customer 1,423,657 6,905 (2) 1,423,657
Notes receivable - employee
Loans receivable 2,271,925 (2,271,925) (3)
Inventories 16,527 (2)
Prepaid expenses 411,289 1,373 472,687
Goodwill 4,701,468 (5) 4,701,468
-----------------------------------------------------------------------------
Total current assets 2,683,214 1,593,201 1,238,590 6,877,855
-----------------------------------------------------------------------------
Property and equipment - net 20,153 32,856
Intangible asset - net
-----------------------------------------------------------------------------
Total assets $2,683,214 $1,613,354 $1,238,590 $6,910,711
=============================================================================
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued expenses payable $ 70,151 $1,406,753 $ (214,385) (1) $1,476,904
Line of credit 3,997 3,997
Loans payable 330,363 330,363
Income taxes payable 13,113 13,113
-----------------------------------------------------------------------------
Total current liabilities 404,511 1,419,866 (214,385) 1,824,377
-----------------------------------------------------------------------------
Stockholders' equity:
Capital 2,279,337 79 500,000 (4) 5,484,263
(2,271,925) (3)
3,368,660 (5)
Retained earnings (deficit) (634) 167,826 23,432 (2) (423,512)
(167,192) (5)
Accumulated comprehensive income 25,583 25,583
-----------------------------------------------------------------------------
Total stockholders' equity 2,278,703 193,488 1,452,975 5,086,334
-----------------------------------------------------------------------------
Total liabilities and stockholders' equity $2,683,214 $1,613,354 $1,238,590 $6,910,711
=============================================================================
F-13
Unaudited Pro Forma Consolidated Statement of Income
Nine Months Ended September 30, 2003
3323455
Total First Aid Canada, Inc.
Inc. At Adjusted At June 30,
September 30, Sale of Total First 2003 in US
2003 Operations Aid, Inc. Dollars
------------------------------------------------------------------------
Net sales $ 2,490,710 $ 2,490,710
Consulting revenues
------------------------------------------------------------------------
Total revenues 2,490,710 2,490,710
------------------------------------------------------------------------
Cost of sales 1,724,025 1,724,025
Direct expenses
------------------------------------------------------------------------
Gross profit 766,685 766,685
------------------------------------------------------------------------
General and administrative expenses 883,233 883,233
Gain (loss) sale of discontinued operations 309,329 309,329
------------------------------------------------------------------------
Income (loss) before income taxes (116,548) 309,329 192,781
Income taxes
------------------------------------------------------------------------
Net Income (loss) $ (116,548) $ 309,329 $ 192,781
========================================================================
Per share data :
-Basic and diluted
Net Income (loss) $ (0.03)
===========
Average number of shares outstanding 3,985,000
===========
[restubbed table]
Kischi
Konsulting, Inc.
At June 30, Pro Forma
2003 in US Adjustments Pro Forma
Dollars (6) & (7) Adjusted
--------------------------------------------------------
Net sales $(2,490,710) $ 0
Consulting revenues 6,455,619 6,455,619
--------------------------------------------------------
Total revenues 6,455,619 (2,490,710) 6,455,619
--------------------------------------------------------
Cost of sales (1,724,025) 0
Direct expenses 6,051,162 6,051,162
--------------------------------------------------------
Gross profit 404,457 (766,685) 404,457
--------------------------------------------------------
General and administrative expenses 307,515 (847,500) 343,248
Gain (loss) sale of discontinued operations 309,329
--------------------------------------------------------
Income (loss) before income taxes 96,942 80,815 370,538
Income taxes 33,146 114,854 148,000
--------------------------------------------------------
Net Income (loss) $ 63,796 $ (34,039) $ 222,538
========================================================
Per share data :
-Basic and diluted
Net Income (loss) $ 0.01
===========
Average number of shares outstanding 34,677,285
===========
F-14
Unaudited Pro Forma Consolidated Statement of Income
Year Ended December 31, 2002
Total First Aid 3323455
Inc. - Year Canada, Inc.
Ended Adjusted At June 30,
December 31, Sale of Total First 2003 in US
2002 Operations Aid, Inc. Dollars
------------------------------------------------------------------------
Net sales $ 3,343,198 $ 3,343,198
Consulting revenues
-------------------------------------------------------------------------
Total revenues 3,343,198
-------------------------------------------------------------------------
Cost of sales 2,278,897 2,278,897
Direct expenses
-------------------------------------------------------------------------
Gross profit 1,064,301 1,064,301
-------------------------------------------------------------------------
General and administrative expenses 930,292 930,292
Gain (loss) sale of assets 309,329 309,329
-------------------------------------------------------------------------
Income (loss) before income taxes 134,009 309,329 443,338
Income taxes
-------------------------------------------------------------------------
Net Income (loss) $ 134,009 $ 309,329 $ 443,338 $ 0
=========================================================================
Per share data :
-Basic and diluted
Net Income (loss) $ 0.03
===========
Average number of shares outstanding 3,985,000
===========
[restubbed table]
Kischi
Konsulting, Inc.
At June 30, Pro Forma
2003 in US Adjustments Pro Forma
Dollars (6) & (7) Adjusted
---------------------------------------------------
Net sales $(3,343,198) $ 0
Consulting revenues 6,455,619 $ 6,455,619
---------------------------------------------------
Total revenues 6,455,619
---------------------------------------------------
Cost of sales (2,278,897) 0
Direct expenses 6,051,162 6,051,162
---------------------------------------------------
Gross profit 404,457 (1,064,301) 404,457
---------------------------------------------------
General and administrative expenses 307,515 (890,000) 347,807
Gain (loss) sale of assets 309,329
---------------------------------------------------
Income (loss) before income taxes 96,942 (174,301) 365,979
Income taxes 33,146 112,854 146,000
---------------------------------------------------
Net Income (loss) $ 63,796 $ (287,155) $ 219,979
===================================================
Per share data :
-Basic and diluted
Net Income (loss) $ 0.01
===========
Average number of shares outstanding 34,677,285
===========
F-15
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(A) Pro Forma adjustments -
Balance sheet
(1) To reflect the payments of payables from the proceeds of the VanDyne Crotty
asset sale.
(2) To reflect the residual sales and business activity of Total First Aid, Inc.
after the asset sale to VanDyne Crotty.
(3) To write down outstanding loans on 3323 prior to acquisition by Total First
Aid Inc.
(4) To record proceeds from private placement.
(5) To record the acquisition of 3323455 Canada Inc. and Kischi Konsulting for
stock and to eliminate subsidiary capital and retained earnings.
Income statement
(6) To reflect the sale of the Total First Aid, Inc. product lines and related
assets during 2003.
(7) To reflect a provision for income taxes at an estimated effective tax rate
of 40%.
(B) Earnings Per Share -
Pro Forma Basic and Diluted
Average shares outstanding 3,985,000
=========
Pro Forma Basic and Diluted, as adjusted
Average shares outstanding 3,985,000
Adjustment for shares issued during
acquisition 30,692,285
----------
As adjusted 34,677,285
==========
F-16