SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
AMENDMENT NO. 1
TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October
17, 2002
----------------
TRIDENT SYSTEMS INTERNATIONAL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 000-30769 87-0419231
---------------------------- ----------- -----------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3592 Route 22 W, Whitehouse, New Jersey 08888
----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 534-1446
--------------
This amendment to the Current Report on Form 8-K originally dated October
23, 2002, is being filed in order to provide the required financial information
for the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Rosenberg Rich Baker Bergman & Company
380 Foothill Road
Bridgewater, New Jersey 08807
Independent Auditors' Report
To the Board of Directors and Stockholders of
Professional Employer Consulting Services, Inc. T/A AAMPRO, Inc.
We have audited the accompanying balance sheet of Professional Employer
Consulting Services, Inc. T/A AAMPRO, Inc. as of December 31, 2001, and the
related statements of operations, stockholders' equity (impairment) and cash
flows for the years ended 2001 and 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the financial statements
based on our audit.
We have conducted our audit 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 audit provides 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 Professional Employer Consulting
Services, Inc. T/A AAMPRO, Inc. as of December 31, 2001 and the results of their
operations, cash flows and changes in stockholders' equity (impairment) for the
years ended 2001 and 2000 in conformity with accounting principles generally
accepted in the United States of America.
/s/ Rosenberg Rich Baker Bergman & Company
Bridgewater, New Jersey
July 26, 2002
PROFESSIONAL EMPLOYER CONSULTING SERVICES, INC.
T/A AAMPRO, INC.
BALANCE SHEET
DECEMBER 31, 2001
Assets
Current Assets
Cash $ 11,154
Accounts receivable - Notes 1, 2 233,463
----------
Total Current Assets 244,617
Customer list, net of accumulated amortization of $44,070 - Note 4 543,530
Property and equipment, net of $38,816 of accumulated depreciation
and amortization - Notes 1, 3 48,120
Deposits 3,200
----------
Total Assets 839,467
==========
Liabilities and Stockholders' Equity (Impairment)
Current Liabilities
Bank overdraft 117,241
Accounts payable 92,607
Accrued expenses 14,433
Note payable 30,000
Health benefits payable - Note 5 285,377
Payroll taxes payable 88,014
Current maturities of long-term debt - Note 6 13,537
Client deposits 100,566
Due to Amstaff - Note 7 72,000
----------
Total Current Liabilities 813,775
Long-term debt, excluding current maturities - Note 6 68,331
----------
Total Liabilities 882,106
----------
Stockholders' Equity (Impairment)
Common stock, no par value, 2,500 shares authorized, issued, and outstanding. 100
Contributed capital 120,035
Accumulated (deficit) (162,774)
----------
Total Stockholders' Equity (Impairment) (42,639)
----------
Total Liabilities and Stockholders' Equity (Impairment) $ 839,467
==========
See notes to the financial statements.
PROFESSIONAL EMPLOYER CONSULTING SERVICES, INC.
T/A AAMPRO, INC.
STATEMENTS OF OPERATIONS
Year Ended December 31,
-------------------------
2001 2000
------------ -----------
Revenue - Note 1 $17,666,624 $9,476,741
------------ -----------
Cost of Services
Payroll 14,819,854 8,008,928
Payroll taxes 1,153,672 698,100
Employee benefits 875,797 334,653
Workers compensation insurance 78,939 106,774
------------ -----------
Total Cost of Services 16,928,262 9,148,455
------------ -----------
Gross Profit 738,362 328,286
------------ -----------
Operating Expenses
General and administrative expenses 742,880 309,293
Selling expenses 32,577 14,843
Depreciation 24,783 12,285
Amortization 44,070 -
------------ -----------
Total Operating Expenses 844,310 336,421
------------ -----------
Loss From Operations (105,948) (8,135)
------------ -----------
Other (Expense)
Interest expense (19,065) (576)
------------ -----------
Total Other (Expense) (19,065) (576)
------------ -----------
Loss Before Income Taxes (125,013) (8,711)
Income Taxes 200 400
------------ -----------
Net Loss $ (125,213) $ (9,111)
============ ===========
See notes to the financial statements.
PROFESSIONAL EMPLOYER CONSULTING SERVICES, INC.
T/A AAMPRO, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (IMPAIRMENT)
FOR THE PERIODS JANUARY 1, 2000 THROUGH DECEMBER 31, 2001
Common Stock Additional
--------------------
Number Paid In Accumulated
of Shares Amount Capital (Deficit) Total
---------- ------- ---------- ----------- ----------
Balance, January 1, 2000 2,500 $ 100 $ - $ (28,450) $(28,350)
Net Loss for the Year Ended
December 31, 2000 - - - (9,111) (9,111)
---------- ------- ---------- ----------- ----------
Balance, December 31, 2000 2,500 100 - (37,561) (37,461)
Contributed capital - - 120,035 - 120,035
Net Loss for the Year Ended December 31,
2001 - - - (125,213) (125,213)
---------- ------- ---------- ----------- ----------
Balance, December 31, 2001 2,500 $ 100 $ 120,035 $ (162,774) $ (42,639)
========== ======= ========== =========== ===========
See notes to the financial statements.
T/A AAMPRO, INC.
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31,
2001 2000
---------- ----------
Cash Flows From Operating Activities
Net Loss $(125,213) $(9,111)
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operations
Depreciation and amortization 68,853 12,285
Decrease (Increase) in Assets
Accounts receivable 82,685 (75,769)
Other assets 1,015 (915)
Deposits - (3,200)
Increase (Decrease) in Liabilities
Bank overdraft 15,216 102,025
Accounts payable 85,849 6,758
Accrued expenses (38,364) 53,414
Health benefits payable 236,005 48,755
Payroll taxes payable 10,700 76,844
Client deposits 25,554 75,012
---------- ----------
Net Cash Provided by Operating Activities 362,300 286,098
---------- ----------
Cash Flows From Investing Activities
Purchase of equipment (25,000) (55,784)
---------- ----------
Net Cash Used in Investing Activities (25,000) (55,784)
---------- ----------
Cash Flows From Financing Activities
Advances to vendor (587,600) (304,892)
Advances from vendor 137,980 -
Repayments of note payable (1,420) -
Repayment of stockholder loans (120,035) -
Loans from stockholder 21,168 64,031
Proceeds from note payable 30,000 -
Proceeds from long term note payable 73,726 9,564
Proceeds from contribution of capital 120,035 -
---------- ----------
Net Cash Provided by Financing Activities (326,146) (231,297)
---------- ----------
Net Increase in Cash 11,154 (983)
Cash at Beginning of Year - 983
---------- ----------
Cash at End of Year $ 11,154 $ -
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest Expense 19,065 576
========== ==========
Income Taxes 200 200
========== ==========
NON-CASH INVESTING AND FINANCING ACTIVITIES
During the year ended December 31, 2001 the Company acquired a customer
list in exchange for the forgiveness of advances to a vendor.
See notes to the financial statements.
PROFESSIONAL EMPLOYER CONSULTING SERVICES, INC.
T/A AAMPRO, INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Organization
Professional Employer Consulting Services, Inc. T/A AAMPRO, Inc. (the
"Company") was organized on October 8, 1995 under the laws of the State of
New Jersey. The Company is primarily engaged in the business of providing
employee leasing, payroll, benefits and human resource management services
to small and middle market businesses in a variety of industries.
Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of 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.
Allowance for Doubtful Accounts
An allowance for doubtful accounts for 2001 and 2000 has not been
established, as all accounts receivable are considered to be collectible.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation.
Depreciation and amortization of fixed assets and leasehold improvements
are imputed principally on assets using the straight-line accelerated
method over the estimated useful lives of the related assets. Repairs and
maintenance expenditures which do not extend the useful lives of related
assets are expensed as incurred.
Revenue Recognition
Revenue is recognized as services are provided. Billing to Professional
Employer Consulting Services, Inc. T/A AAMPRO's clients is based on the
average annual cost for services spread in equal payments over the clients'
annual billing cycle. Billings do not reflect actual expenses incurred due
to the front loading and subsequent phase-out of expenses and taxes. As a
direct result of this averaging, net income is decreased during the first
half of the year and subsequently increases during the second half of the
year. Furthermore, gross revenues generally increase in the fourth quarter
primarily due to salary increases and bonuses that client companies award
their employees during this period.
Advertising Costs
Advertising costs are charged to operations when incurred. Advertising
expense was $32,577 and $10,528 for the years ended December 31, 2001 and
2000 respectively.
Income Taxes
The Company has elected to file as an "S" Corporation for Federal and State
income tax purposes, thus income is taxed to the shareholders personally.
Accordingly, only the reduced state income tax provision has been made in
the accompanying financial statements.
NOTE 2 - CONCENTRATIONS OF BUSINESS AND CREDIT RISK
At times throughout the year, the Company may maintain certain bank accounts in
excess of FDIC insured limits.
The Company provides credit in the normal course of business. The Company
performs ongoing credit evaluations of its customers and does not maintain an
allowance for doubtful accounts because management believes all accounts
receivable are considered to be collectible.
PROFESSIONAL EMPLOYER CONSULTING SERVICES, INC.
T/A AAMPRO, INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment, at cost, consists of the following at December 31, 2001:
Computer equipment and software $ 82,436
Leasehold improvements 4,500
---------
Total 86,936
Less: accumulated depreciation 38,816
---------
Total $ 48,120
---------
Depreciation expense charged to operations amounted to $24,783 and $12,285 for
the years ended December 31, 2001 and 2000, respectively.
NOTE 4 - CUSTOMER LIST
On April 1, 2001, the Company acquired a customer list from a vendor in exchange
for the forgiveness of advances and the assumption of liabilities which net to
$587,600. The customer list is being amortized on a straight-line basis over 10
years. Amortization expense was $44,070 for the year ended June 30, 2002.
NOTE 5 - EMPLOYEE BENEFIT PLANS
Medical Benefit Plans
The Company offers fully-insured and self-insured medical benefits to
employees. Participating employer customers may participate or opt to offer
their own insurance coverage to employees.
The Company's self-insured plan, is a self-funded employee welfare benefit
plan pursuant to the Employee Retirement Income Security Act of 1974, as
amended. The plan administration is provided by a third party Claims
Supervisor for claim form submissions, correspondence, benefit
determinations, claim processing and disbursement preparation. All eligible
employees may participate in the welfare benefit plan upon satisfaction of
the waiting period, completion of enrollment documents and meeting
eligibility requirements. Participating employees contribute to the cost of
their coverage premiums through payroll deductions. Such payroll deductions
are recorded as revenue when billed to client employers. The plan offers
Network and Non-Network Provider Organization medical services, hospital
services, inpatient and outpatient treatment, prescription drug, vision
care and dental benefits. The Company is protected against unanticipated
catastrophic claims through an individual excess insurance risk policy.
Accrued Health Insurance Plan Claims as of December 31, 2001 amounted to
$285,377, and consist of amounts due to providers based on claims filed and
estimates of claims incurred before December 31, 2001 but not reported.
PROFESSIONAL EMPLOYER CONSULTING SERVICES, INC.
T/A AAMPRO, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - EMPLOYEE BENEFIT PLANS, (Continued)
Multiple Employer 401(k) Profit Sharing Plan
The Company sponsors a qualified, multiple employer defined contribution
prototype plan. Client employers may adopt the terms and provisions of this
qualified plan. Eligible employees may elect to contribute up to 15% of
their annual compensation to an investment trust. Participating employers
may elect to make matching or discretionary contributions under the terms
of the plan. The Company did not contribute to the accounts of its
participants in 2001 and 2000.
NOTE 6 - LONG-TERM DEBT
Long-term debt is comprised of the following:
Installment Notes
Interest At 15.3% Due In Monthly Installments Of $239 Including Interest
Through December 2005 Secured By Equipment With A Net Book Value Of $7,180 $ 8,143
Interest At 15.3% Due In Monthly Installments Of $599 Including Interest Through May
2006 Secured By Equipment With A Net Book Value Of $18,750 22,659
Interest At 10% Due In Monthly Installments Of $1,033 Including Interest Through April
2007 51,066
--------------
Total 81,868
Less Current Maturities 13,537
--------------
Long-Term Debt, Net Of Current Maturities $ 68,331
==============
Total Maturities Of Long-Term Debt Are As Follows:
Years Ending December 31,
2002 $ 13,537
2003 15,121
2004 17,104
2005 18,387
2006 13,673
Thereafter 4,046
--------------
$ 81,868
==============
PROFESSIONAL EMPLOYER CONSULTING SERVICES, INC.
T/A AAMPRO, INC.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 7 - DUE TO AMSTAFF
Due to Amstaff represents non-interest bearing advances from a Company which
provides administrative services to the Company and are due on demand.
NOTE 8 - OPERATING LEASE COMMITMENTS
The Company leases certain office space under an operating lease.
The following is a schedule of future minimum rental payments required under the
operating lease which has remaining non-cancelable terms in excess of one year
as December 31, 2001.
Years Ending December 31,
2002 $ 38,400
2003 28,800
----------
Total minimum payments required $ 67,200
==========
The lease contains a renewal option for an additional two years.
Rent expense for the year ended December 31, 2001 and 2000 was $38,400 and
$22,612, respectively.
Trident Systems International, Inc.
Unaudited Proforma Combined Balance Sheets
September 30, 2002
Professional
Employer Consulting Trident Systems Proforma
Services, Inc. International, Inc. Adjustments
---------------- --------------------- -----------------
Assets
Current Assets
Cash $ 41,060 $ - $ -
Accounts receivable 329,098 - -
Investment in Telcoenergy, LLC - 6,830,430 (6,830,430)
Total Current Assets 370,158 6,830,430 (6,830,430)
---------------- --------------------- -----------------
Customer list, net of accumulated amortization of $97,500 490,100 - -
Property and equipment, net of $53,728 of accumulated
depreciation and amortization 33,793 - -
Deposits 3,563 - -
Total Assets 897,614 6,830,430 (6,830,430)
---------------- --------------------- -----------------
Liabilities and Stockholders' Equity (Impairment)
Current Liabilities
Accounts payable 28,168 52,231 (52,231)
Accrued expenses 24,118 - -
Note payable 30,000 - -
Notes payable - related party - 43,686 (43,686)
Health benefits payable 426,838 - -
Payroll taxes payable 288,251 - -
Current maturities of long-term debt 14,714 - -
Client deposits 97,242 - -
Total Current Liabilities 909,331 95,917 (95,917)
---------------- --------------------- -----------------
Long-term debt, excluding current maturities 57,279 - -
Total Liabilities 966,610 95,917 (95,917)
---------------- --------------------- -----------------
Stockholders' Equity (Impairment)
Common stock 75,350 7,271 (75,350)
Preferred stock - 4,501 -
Contributed capital 120,035 11,132,191 (11,071,863)
Subscription receivable (3,250) - 3,250
Accumulated deficit (261,131) (4,409,450) 4,409,450
Total Stockholders' Equity (Impairment) (68,996) 6,734,513 (6,734,513)
---------------- --------------------- -----------------
Total Liabilities and Stockholders' Equity (Impairment) $ 897,614 $ 6,830,430 $ (6,830,430)
---------------- --------------------- -----------------
Proforma
Company
Combined
---------------
Assets
Current Assets
Cash $ 41,060
Accounts receivable 329,098
Investment in Telcoenergy, LLC -
Total Current Assets 370,158
---------------
Customer list, net of accumulated amortization of $97,500 490,100
Property and equipment, net of $53,728 of accumulated
depreciation and amortization 33,793
Deposits 3,563
Total Assets 897,614
Liabilities and Stockholders' Equity (Impairment)
Current Liabilities
Accounts payable 28,168
Accrued expenses 24,118
Note payable 30,000
Notes payable - related party -
Health benefits payable 426,838
Payroll taxes payable 288,251
Current maturities of long-term debt 14,714
Client deposits 97,242
Total Current Liabilities 909,331
---------------
Long-term debt, excluding current maturities 57,279
---------------
Total Liabilities 966,610
Stockholders' Equity (Impairment)
Common stock 7,271
Preferred stock 4,501
Contributed capital 180,363
Subscription receivable -
Accumulated deficit (261,131)
Total Stockholders' Equity (Impairment) (68,996)
---------------
Total Liabilities and Stockholders' Equity (Impairment) $ 897,614
---------------
Trident Systems International, Inc.
Unaudited Proforma Combined Statements of Operations
September 30, 2002
Professional Proforma
Employer Consulting Trident Systems Proforma Combined
Services, Inc. International, Inc. Adjustments Company
---------------- --------------------- ------------- ------------
Revenue $ 12,948,951 $ - $ - $12,948,951
Cost of Services
Payroll 10,864,520 - - 10,864,520
Payroll taxes 1,083,804 - - 1,083,804
Employee benefits 484,614 - - 484,614
Workers compensation insurance 144,825 - - 144,825
---------------- --------------------- ------------- ------------
Total Cost of Services 12,577,763 - - 12,577,763
---------------- --------------------- ------------- ------------
Gross Profit 371,188 - - 371,188
---------------- --------------------- ------------- ------------
Operating Expenses
General and administrative expenses 367,156 1,406 (1,406) 367,156
Selling expenses 15,270 - - 15,270
Depreciation 14,912 - - 14,912
Amortization 53,430 - - 53,430
Operating loss of subsidiary - 27,762 (27,762) -
---------------- --------------------- ------------- ------------
Total Operating Expenses 450,768 29,168 (29,168) 450,768
---------------- --------------------- ------------- ------------
---------------- --------------------- ------------- ------------
Loss From Operations (79,580) (29,168) 29,168 (79,580)
---------------- --------------------- ------------- ------------
Other Income (Expense)
Interest income 747 - - 747
Interest expense (19,024) - - (19,024)
Loss on marketable securities market adjustment - (1,651,776) 1,651,776 -
Loss on discontinued operations - (1,500,000) 1,500,000 -
---------------- --------------------- ------------- ------------
Total Other (Expense) (18,277) (3,151,776) 3,151,776 (18,277)
---------------- --------------------- ------------- ------------
Loss Before Income Taxes (97,857) (3,180,944) 3,180,944 (97,857)
Income Taxes 500 - - 500
---------------- --------------------- ------------- ------------
Net Loss $ (97,357) $ (3,180,944) $ 3,180,944 $ (97,357)
================ ===================== ============= ============
Trident Systems International, Inc.
Unaudited Proforma Combined Balance Sheets
December 31, 2001
Professional
Employer Consulting Trident Systems Proforma
Services, Inc. International, Inc. Adjustments
---------------- --------------------- -----------------
Assets
Current Assets
Cash $ 11,154 $ - $ -
Accounts receivable 233,463 - -
Marketable equity securities - 1,199,975 (1,199,975)
Reserve fro purchase of Fotronix, Inc. - 800,000 (800,000)
Investment in SeaHunt, LLC - 8,383,808 (8,383,808)
---------------- --------------------- -----------------
Total Current Assets 244,617 10,383,783 (10,383,783)
Customer list, net of accumulated amortization of $44,070 543,530 - -
Property and equipment, net of $38,816 of accumulated
depreciation and amortization 48,120 - -
Deposits 3,200 - -
---------------- --------------------- -----------------
Total Assets 839,467 10,383,783 (10,383,783)
================ ===================== =================
Liabilities and Stockholders' Equity (Impairment)
Current Liabilities
Bank overdraft 117,241 - -
Accounts payable 92,607 36,550 (36,550)
Accrued expenses 14,433 - -
Note payable 30,000 - -
Notes payable - related party - 389,679 (389,679)
Health benefits payable 285,377 - -
Payroll taxes payable 88,014 - -
Current maturities of long-term debt 13,537 - -
Client deposits 100,566 - -
Due to Amstaff 72,000 - -
---------------- --------------------- -----------------
Total Current Liabilities 813,775 426,229 (426,229)
Long-term debt, excluding current maturities 68,331 - -
---------------- --------------------- -----------------
Total Liabilities 882,106 426,229 (426,229)
---------------- --------------------- -----------------
Stockholders' Equity (Impairment)
Common stock 100 7,271 (100)
Preferred stock - 4,001 -
Contributed capital 120,035 11,148,372 (11,159,544)
Accumulated deficit (162,774) (1,202,090) 1,202,090
---------------- --------------------- -----------------
Total Stockholders' Equity (Impairment) (42,639) 9,957,554 (9,957,554)
---------------- --------------------- -----------------
Total Liabilities and Stockholders' Equity (Impairment) $ 839,467 $ 10,383,783 $ (10,383,783)
================ ===================== =================
Proforma
Company
Combined
---------------
Assets
Current Assets
Cash $ 11,154
Accounts receivable 233,463
Marketable equity securities -
Reserve fro purchase of Fotronix, Inc. -
Investment in SeaHunt, LLC -
----------------
Total Current Assets 244,617
Customer list, net of accumulated amortization of $44,070 543,530
Property and equipment, net of $38,816 of accumulated
depreciation and amortization 48,120
Deposits 3,200
Total Assets 839,467
Liabilities and Stockholders' Equity (Impairment)
Current Liabilities
Bank overdraft 117,241
Accounts payable 92,607
Accrued expenses 14,433
Note payable 30,000
Notes payable - related party -
Health benefits payable 285,377
Payroll taxes payable 88,014
Current maturities of long-term debt 13,537
Client deposits 100,566
Due to Amstaff 72,000
----------------
Total Current Liabilities 813,775
Long-term debt, excluding current maturities 68,331
----------------
Total Liabilities 882,106
----------------
Stockholders' Equity (Impairment)
Common stock 7,271
Preferred stock 4,001
Contributed capital 108,863
Accumulated deficit (162,774)
----------------
Total Stockholders' Equity (Impairment) (42,639)
----------------
Total Liabilities and Stockholders' Equity (Impairment) $ 839,467
================
Trident Systems International, Inc.
Unaudited Proforma Combined Statements of Operations
December 31, 2001
Professional Proforma
Employer Consulting Trident Systems Proforma Combined
Services, Inc. International, Inc. Adjustments Company
---------------- --------------------- ------------- ------------
Revenue $17,666,624 $- $- $17,666,624
---------------- --------------------- ------------- ------------
Cost of Services
Payroll 14,819,854 - - 14,819,854
Payroll taxes 1,153,672 - - 1,153,672
Employee benefits 875,797 - - 875,797
Workers compensation insurance 78,939 - - 78,939
---------------- --------------------- ------------- ------------
Total Cost of Services 16,928,262 - - 16,928,262
---------------- --------------------- ------------- ------------
Gross Profit 738,362 - - 738,362
---------------- --------------------- ------------- ------------
Operating Expenses
General and administrative expenses 742,880 20,540 (20,540) 742,880
Selling expenses 32,577 - - 32,577
Depreciation 24,783 - - 24,783
Amortization 44,070 - - 44,070
Operating loss of subsidiary - 319,400 (319,400) -
---------------- --------------------- ------------- ------------
Total Operating Expenses 844,310 339,940 (339,940) 844,310
---------------- --------------------- ------------- ------------
---------------- --------------------- ------------- ------------
Loss From Operations (105,948) (339,940) 339,940 (105,948)
---------------- --------------------- ------------- ------------
Other Income (Expense)
Interest expense (19,065) - - (19,065)
---------------- --------------------- ------------- ------------
Total Other (Expense) (19,065) - - (19,065)
---------------- --------------------- ------------- ------------
Extraordinary item - 410,179 (410,179) -
---------------- --------------------- ------------- ------------
Loss Before Income Taxes (125,013) (750,119) 750,119 (125,013)
Income Taxes 200 - - 200
---------------- --------------------- ------------- ------------
Net Loss $ (125,213) $ (750,119) $ 750,119 $ (125,213)
================ ===================== ============= ============
TRIDENT SYSTEMS INTERNATIONAL, INC.
NOTES TO THE PROFORMA COMBINED FINANCIAL STATEMENTS
The above proforma adjustments reflect the execution by the Company of a Stock
Purchase Agreement with Professional Employer Consulting Services, Inc. dba
AAMPRO ("AAMPRO") and its shareholders. Pursuant to the agreement, the Company
issued 10,790,000 newly issued shares of common stock in exchange for all of the
issued and outstanding shares AAMPRO. For accounting purposes, the acquisition
has been treated as an acquisition of Trident Systems International, Inc. by
AAMPRO and a recapitalization of AAMPRO. Prior to closing, Trident Systems
International Inc. assigned all preclosing assets and liabilities to a newly
formed wholly owned Nevada subsidiary.
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.
Trident Systems International, Inc.
-------------------------------
(Registrant)
Date: December 30, 2002 /s/ Stephen Farkas
----------------------------
Stephen Farkas, Chief Executive
Officer