EXHIBIT 99.2
MT ULTIMATE HEALTHCARE CORP.
Proforma Consolidated Financial Statements September 30, 2005 (unaudited)
and December 31, 2004 (unaudited)
The unaudited pro-forma consolidated financial statements give effect to
the acquisition by MT Ultimate Healthcare Corp. of iTechexpress, Inc.
("iTech"), pursuant to a reverse takeover effective November 4, 2005, and
the subsequent acquisition of Drug Consultants, Inc. ("DCI") by iTech
effective November 7, 2005. The unaudited pro forma consolidated financial
statements have been prepared by management using the accounting principles
disclosed in the consolidated financial statements of MT Ultimate
Healthcare Corp. as of and for the period ended September 30, 2005 as if
the acquisition had occurred on January 1, 2005.
The unaudited pro forma consolidated statement of operations for the year
ended December 31, 2004 is based on the unaudited financial statements as
if the acquisition had occurred on January 1, 2004. The unaudited pro
forma combined financial statements are not necessarily indicative of the
results of operations that would have been realized for the period
presented, nor do they purport to project the results of operations for any
future periods. The unaudited pro forma financial statements should be
read in conjunction with the consolidated financial statements of MT
Ultimate Healthcare Corp., iTech and DCI as of and for the periods ended
December 31, 2004 and September 30, 2005.
1
MT ULTIMATE HEALTHCARE CORP. AND SUBSIDIARIES
Unaudited Combined Pro Forma Balance Sheet
September 30, 2005
MT Ultimate
Healthcare iTech-
Corp. express, Pro Forma
(Parent) Inc. DCI Adjustments
September September September Increase Pro Forma
30, 2005 30, 2005 30, 2005 (Decrease) Combined
---------- ---------- ---------- ---------- ----------
ASSETS
- ------
CURRENT ASSETS
Cash and cash
equivalents $ - $ 120 $ - $ - $ 120
Accounts receivable,
net 217,953 48,017 1,145,912 - 1,411,882
Other current assets 24,958 - - - 24,958
---------- ---------- ---------- ---------- ----------
Total Current Assets 242,911 48,137 1,145,912 - 1,436,960
---------- ---------- ---------- ---------- ----------
PROPERTY AND EQUIPMENT,
Net 114,158 1,474 - - 115,632
---------- ---------- ---------- ---------- ----------
OTHER ASSETS
Deferred income taxes - - 6,032 - 6,032
Customer-related
intangible - - - 1,353,702 (2) 1,353,702
Goodwill - - - 536,000 (2) 536,000
---------- ---------- ---------- ---------- ----------
Total Other Assets - - 6,032 1,889,702 1,895,734
---------- ---------- ---------- ---------- ----------
TOTAL ASSETS $ 357,069 $ 49,611 $1,151,944 $1,889,702 $3,448,326
========== ========== ========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
- ----------------------------------------------
CURRENT LIABILITIES
Bank overdraft $ 11,152 $ - $ - $ - $ 11,152
Accounts payable and
accrued expenses 473,078 349,399 455,644 (65,000) (2) 1,213,121
Notes payable, related
parties 116,335 - - - 116,335
Leases payable, current 4,000 - - - 4,000
Loans payable to
shareholder - 23,300 - - 23,300
Notes payable, current 268,334 - 210,002 200,000 678,336
Acquisition Payable - - - 1,705,000 (2) 1,705,000
---------- ---------- ---------- ---------- ----------
Total Current
Liabilities 872,899 372,699 665,646 1,840,000 3,751,244
---------- ---------- ---------- ---------- ----------
LONG-TERM LIABILITIES
Notes payable 876,401 - - - 876,401
Beneficial conversion
feature (229,166) - - - (229,166)
Deferred tax liability - - - 536,000 (2) 536,000
Leases payable 912 - - - 912
---------- ---------- ---------- ---------- ----------
Total Long-Term
Liabilities 648,147 - - 536,000 1,184,147
---------- ---------- ---------- ---------- ----------
Total Liabilities 1,521,046 372,699 665,646 2,376,000 4,935,391
---------- ---------- ---------- ---------- ----------
STOCKHOLDERS' EQUITY
(DEFICIT)
Common stock, par
value $0.001 per
share; 898,333,333
shares issued and
outstanding 70,000 1,000 200,000 627,333(1,2) 898,333
Additional paid-in
capital 2,635,242 - 182,944 (4,879,496)(1,2)(2,061,310)
Accumulated equity
(deficit) (3,869,219) (324,088) 103,354 3,765,865(1,2) (324,088)
---------- ---------- ---------- ---------- ----------
Total Stockholders'
Equity (Deficit) (1,163,977) (323,088) 486,298 (486,298) (1,487,065)
---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 357,069 $ 49,611 $1,151,944 $1,889,702 $3,448,326
========== ========== ========== ========== ===========
</Table>
See accompanying notes to unaudited proforma financial statements.
2
MT ULTIMATE HEALTHCARE CORP. AND SUBSIDIARIES
Unaudited Combined Pro Forma Statements of Operations
<Table>
<Caption>
MT Ultimate
Healthcare iTech-
Corp. express, Pro Forma
(Parent) Inc. DCI Adjustments
September September September Increase Pro Forma
30, 2005 30, 2005 30, 2005 (Decrease) Combined
---------- ---------- ----------- ---------- -----------
REVENUES
Service revenues $1,395,955 $ 302,114 $5,303,853 $ - $7,001,922
Management fee
- affiliates - 47,422 - - 47,422
---------- ---------- ----------- ---------- -----------
Total revenues 1,395,955 349,506 5,303,853 - 7,049,314
COST OF REVENUES 1,108,733 200,026 4,670,378 - 5,979,137
---------- ---------- ----------- ---------- -----------
GROSS MARGIN 287,222 149,480 633,475 - 1,070,177
---------- ---------- ----------- ---------- -----------
OPERATING EXPENSES
General and
administrative 709,581 100,849 112,575 - 923,005
Bad debt expense - 19,271 - - 19,271
Compensation and
fringe benefits - 302,456 - - 302,456
Professional fees - - 45,099 - 45,099
Management fee
- related party - - 94,500 - 94,500
Sales and marketing - - 900 - 900
Intangible
amortization - - - 203,055 (6) 203,055
---------- ---------- ----------- ---------- -----------
Total operating
expenses 709,581 422,576 253,074 203,055 1,588,286
---------- ---------- ----------- ---------- -----------
INCOME (LOSS)
FROM OPERATIONS (422,359) (273,096) 380,401 (203,055) (519,109)
---------- ---------- ----------- ---------- -----------
OTHER EXPENSE
Interest expense 282,356 - 103,713 2,000 (8) 388,069
Loss on disposal
of assets 14,581 - - - 14,581
---------- ---------- ----------- ---------- -----------
Total other expense 296,937 - 103,713 2,000 402,650
---------- ---------- ----------- ---------- -----------
NET INCOME (LOSS) BEFORE
INCOME TAXES (719,296) (273,096) 276,688 (205,055) (920,759)
---------- ---------- ----------- ---------- -----------
PROVISION FOR INCOME
TAXES - - 116,209 (116,209) (4) -
---------- ---------- ----------- ---------- -----------
NET INCOME (LOSS) $(719,296) $(273,096) $ 160,479 $ (88,846) $ (920,759)
========== ========== =========== ========== ===========
BASIC LOSS PER
COMMON SHARE $ (0.011) N/A N/A $ (0.001)
========== ========== =========== ==========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING 63,376,671 N/A N/A 891,710,004
========== ========== =========== ==========
</Table>
See accompanying notes to unaudited proforma financial statements.
3
MT ULTIMATE HEALTHCARE CORP. AND SUBSIDIARIES
Unaudited Combined Pro Forma Statements of Operations
<Table>
<Caption>
MT Ultimate
Healthcare iTech-
Corp. express, Pro Forma
(Parent) Inc. DCI Adjustments
September September September Increase Pro Forma
30, 2005 30, 2005 30, 2005 (Decrease) Combined
---------- ---------- ----------- ---------- -----------
REVENUES
Service revenues $2,072,236 $ 391,412 $ 4,069,580 $ - $ 6,533,228
Management fee -
affiliates - 113,825 - - 113,825
---------- ---------- ----------- ---------- -----------
Total Revenues 2,072,236 505,237 4,069,580 - 6,647,053
COST OF REVENUES 1,521,353 220,383 3,545,591 - 5,287,327
---------- ---------- ----------- ---------- -----------
GROSS MARGIN 550,883 284,854 523,989 - 1,359,726
---------- ---------- ----------- ---------- -----------
OPERATING EXPENSES
General and
administrative 449,210 87,711 144,328 - 681,249
Bad debt expense 119,519 44,183 - - 163,702
Compensation and
fringe benefits 420,429 96,745 - - 517,174
Depreciation and
amortization 32,147 4,572 - - 36,719
Professional fees
and consulting 1,894,393 6,807 - - 1,901,200
Management fee -
related party - - 99,000 - 99,000
Intangible amortization - - - 270,740 (5) 270,740
---------- ---------- ----------- ---------- -----------
Total Operating
Expenses 2,915,698 240,018 243,328 270,740 3,669,784
---------- ---------- ----------- ---------- -----------
INCOME (LOSS) FROM
OPERATIONS (2,364,815) 44,836 280,661 (270,740) (2,310,058)
---------- ---------- ----------- ---------- -----------
OTHER INCOME (EXPENSE)
Interest expense (117,368) - (92,991) (2,000) (7) (212,359)
Impairment loss (563,427) - - - (563,427)
Other income (expense) - (3,943) 2,321 - (1,622)
---------- ---------- ----------- ---------- -----------
Total other income
(expense), net (680,795) (3,943) (90,670) (2,000) (777,408)
---------- ---------- ----------- ---------- -----------
NET INCOME (LOSS)
BEFORE INCOME TAXES (3,045,610) 40,893 189,991 (272,740) (3,087,466)
---------- ---------- ----------- ---------- -----------
PROVISION FOR
INCOME TAXES - 11,513 79,944 (91,457) (3) -
---------- ---------- ----------- ---------- -----------
NET INCOME (LOSS) $(3,045,610) $ 29,380 $ 110,047 $(181,283) $(3,087,466)
=========== ========== =========== ========== ===========
BASIC LOSS PER
COMMON SHARE $ (0.057) N/A N/A $ (0.004)
=========== ========== =========== ==========
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING 53,153,166 N/A N/A 881,486,499
=========== ========== =========== ==========
</Table>
See accompanying notes to unaudited proforma financial statements.
4
MT Ultimate Healthcare Corp. and Subsidiaries
Notes to Unaudited Combined Proforma Financial Statements
ASSUMPTIONS AND ADJUSTMENTS
Reverse Takeover - On November 4, 2005, MT Ultimate Healthcare Corp. and
iTechexpress, Inc. and the former iTech shareholders entered into a Share
Exchange and Reorganization Agreement whereby iTech became a wholly-owned
subsidiary of the Company. As part of the transaction, The Company
acquired 100% of the issued and outstanding shares of iTech in exchange for
305,000,000 newly issued shares of the Company Common Stock and the
promise to issue an additional 523,333,333 shares at such time as the
Company has available authorized shares, which is expected to occur in the
first quarter of 2006. As the number of shares issued represented
approximately 92% of the outstanding Common Stock of the Company after
issuance, the transaction has been accounted for as a reverse takeover of
the Company by the shareholders of iTech.
Purchase Transaction - On November 7, 2005, iTech entered into a Stock
Purchase Agreement with Drug Consultants, Inc., whereby DCI became a wholly
owned subsidiary of iTech. As part of the transaction, iTech purchased all
of the outstanding shares of DCI from the former shareholder of DCI for a
purchase price of $1,800,000, of which $1,600,000 was paid at the closing
and $200,000 shall be paid pursuant to a Secured Promissory Note. The
Secured Promissory Note is due in one payment of principal together with
accrued but unpaid interest (accruing at the rate of seven percent (7%) per
annum) on or before January 6, 2006. The Secured Promissory Note is
secured by a stock pledge agreement, whereby iTech pledged to the former
DCI shareholder 51% of the stock of DCI held by iTech to secure the full
and prompt payment and performance by iTech of the Secured Promissory Note.
Additionally, any unpaid amount of the Secured Promissory Note if not paid
when due, will bear interest at 12% per annum.
PRO FORMA ADJUSTMENTS
The unaudited pro forma financial statements incorporate the following
adjustments:
Adjustment 1
------------
Additional Paid-in Capital 4,696,552
Common Stock 1,000
Common Stock 828,333
Accumulated Deficit 3,869,219
This adjustment is necessary to record proper equity values of the
proforma combined entities as of September 30, 2006, pursuant to reverse
merger accounting. The adjustment is to record the issuance of 828,333,333
shares of MT Ultimate Healthcare Corp. at par value of $.001 per share
issued to acquire 100% of the outstanding common stock of iTechexpress,
Inc., and as a result, to eliminate the common stock of iTechexpress, Inc.
($1,000) and the accumulated deficit of MT Ultimate Healthcare Corp.
($3,869,219) as of September 30, 2005, which are eliminated pursuant to
reverse merger accounting, and to adjust Additional Paid-in Capital to
reflect the cumulative effect of the other equity account adjustments.
5
Adjustment 2
-------------
Accounts Payable 65,000
Common Stock 200,000
Additional Paid-in Capital 182,944
Accumulated Equity 103,354
Customer-related intangible 1,353,702
Goodwill 536,000
Deferred tax liability 536,000
Note Payable 200,000
Acquisition Payable 1,705,000
This adjustment is necessary to record the purchase of Drug Consultants,
Inc. on the Proforma Balance Sheet as of September 30, 2005. The adjustment
is to record the purchase of Drug Consultants, Inc. which requires the
elimination of the Common Stock ($200,000), Additional Paid-in Capital
($182,944) and Retained Earnings ($103,354) balances of Drug Consultants,
Inc. as of September 30, 2005, the recording of the estimated value of the
Customer-related intangibles ($1,353,702) and the recording of goodwill and
deferred tax liabilities related to the difference between the assigned
book values and the tax basis of the Customer-related intangibles for tax
purposes ($536,000). The total consideration was $1,800,000 plus $105,000
in transactions costs, or a total of $1,905,000, recorded as a $200,000
Note Payable and $1,705,000 Acquisition Payable. The reversal of Accounts
Payable relates to transaction costs previously recorded and now treated as
part of the Acquisition Payable.
Adjustment 3
------------
Income tax receivable 91,457
Provision for Income Taxes 91,457
This adjustment is necessary to eliminate the tax provision of Drug
Consultants, Inc. due to proforma consolidated losses of the combined
entities which would eliminate any taxes due. The adjustment is to record
the income tax receivable and eliminate the provision for income taxes of
Drug Consultants, Inc. due to consolidated losses of the combined entities
for the year ended December 31, 2004.
Adjustment 4
------------
Income tax receivable 116,209
Provision for Income Taxes 116,209
This adjustment is necessary to eliminate the tax provision of Drug
Consultants, Inc. due to proforma consolidated losses of the combined
entities which would eliminate any taxes due. The adjustment is to record
the income tax receivable and eliminate the provision for income taxes of
Drug Consultants, Inc. due to consolidated losses of the combined entities
for the nine months ended September 30, 2005.
Adjustment 5
------------
Intangible amortization 270,740
Customer-related intangible 270,740
This adjustment is necessary to record the amortization of the
Customer-related intangible recorded as a result of the purchase of Drug
Consultants, Inc. The adjustment is to record amortization of the
Customer-related intangible from the purchase of Drug Consultants, Inc. for
the year ended December 31, 2004. The amortization period is five years.
6
Adjustment 6
------------
Intangible amortization 203,055
Customer-related intangible 203,055
This adjustment is necessary to record the amortization of the
Customer-related intangible recorded as a result of the purchase of Drug
Consultants, Inc. The adjustment is to record amortization of the
Customer-related intangible from the purchase of Drug Consultants, Inc. for
the nine months ended September 30, 2005. The amortization period is five
years.
Adjustment 7
------------
Interest 2,000
Accrued interest 2,000
This adjustment is record the interest on the notes payable
consideration for the purchase of Drug Consultants, Inc. The adjustment is
to record interest expense on purchase notes payable of $200,000 at 6%
interest rate for the assumed two months outstanding for the year ended
December 31, 2004.
Adjustment 8
------------
Interest 2,000
Accrued interest 2,000
This adjustment is record the interest on the notes payable
consideration for the purchase of Drug Consultants, Inc. The adjustment is
to record interest expense on purchase notes payable of $200,000 at 6%
interest rate for the assumed two months outstanding for the nine months
ended September 30, 2005.