SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED) : August 8, 2003
COMMISSION FILE NO. 0-49915
MT Ultimate Healthcare Corp.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 88-0474056
- --------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
43 Pulaski Street, Brooklyn, New York 11206
- -------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
718-243-0715
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(ISSUER TELEPHONE NUMBER)
150 Freeport Blvd. #8
Sparks, Nevada 89431
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FORMER ADDRESS
ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT.
As a result of the acquisition of M.T. Marketing Int. Corp., a Nevada
corporation ("MT" or the "Company"), the control of the Registrant shifted to
the former shareholders of MT. In addition, MacDonald Tudeme entered into a
stock purchase agreement with Laura Mazany whereby Mr. Tudeme acquired 1,000,000
shares of the Registrant's common stock. The following individuals will exercise
control of the Registrant.
Name No. of shares Percentage
- ---- ------------- ----------
MacDonald Tudeme 1,441,745 57.7%
Marguerite Tudeme 353,396 14.1%
ITEM 2. ACQUISITION OF DISPOSITION OF ASSETS.
On August 8, 2003, the Registrant acquired 100% of the issued and
outstanding shares of MT in exchange for 800,000 shares of the Registrant's
common stock. In addition, on August 8, 2003, MacDonald Tudeme entered into a
stock purchase agreement with Laura Mazany whereby Mr. Tudeme acquired 1,000,000
shares of the Registrant's common stock for $100,000. Upon 100% shareholder
approval by the MT shareholders which is anticipated, there will be 2,500,000
shares of the Registrant's common stock outstanding.
DESCRIPTION OF THE BUSINESS
MT is a payroll nurse staffing and homecare company that provides
healthcare professionals to hospitals and to the homes of the elderly, sick and
incapacitated. MT was incorporated in the State of Nevada in 1997 to conduct
general business operations. In 1999, MT shifted its attention towards its
current business operations.
DESCRIPTION OF PRINCIPAL SERVICES
MT provides healthcare professionals such as Certified Nursing Assistants,
Nurse Technicians, Licensed Practical Nurses and Registered Nurses to hospitals
and to the homes of the elderly, sick and incapacitated. M.T. takes into
consideration the customer's needs and optimizes its resources to fit those
needs. The Company markets its services under the names "M.T. Ultimate
Healthcare Staffing and Homecare Services," "M.T. Ultimate Services," or "M.T.
Ultimate."
Currently, the Company's primary target market consists of public
hospitals, private hospitals and nursing homes in the five (5) Boroughs of New
York City, the elderly and patients that have been discharged from hospitals and
are recuperating at home. Based on research that the Company conducted on
twenty-five (25) hospitals and nursing homes, the results show that they employ
staff agency employees to cover odd shifts such as nights, weekends and
unplanned absenteeism. According to a recent publication of the American Journal
of Nursing, the demand for nurses will continue to rise as the "baby boomers"
retire. Furthermore, there is a present shortage of skilled nursing
professionals which is expected to worsen due to the pressures of managed care.
The hospitals, which employ based on headcount, will continue to have a growing
need for agency nurses that do not figure into their headcount. MT remains
flexible enough to meet the staffing requirements of both the hospital and the
home healthcare segments.
COMPETITIVE BUSINESS CONDITIONS
The market for healthcare services is very competitive. Presently, MT is
competing with several healthcare service providers and healthcare staffing
companies in the New York metropolitan area. These competitors include Best
Care, All Care Services, White Gloves, and Prefer Nursing. Providing nursing
staff to these hospitals and nursing homes is a multi-million dollar industry.
M.T. believes that it has the capacity to acquire 5% of this market.
M.T. intends to compete in this industry based primarily on an aggressive
recruitment policy within the U.S. and abroad as well as on a unique
relationship with its staff. There is currently a pool of trained, experienced,
immigrant nurses in the New York City metropolitan area. Most of our competitors
are not positioned to identify, connect with, and turn this pool of nurses into
a New York State licensed workforce. MT's strategy for bringing this workforce
to market is based in large part on its standing and reputation in these
immigrant communities and management's first-hand knowledge of successfully
making a cultural conversion as it relates to nursing. MT intends to attract
this pool or nurses by assisting them in obtaining their New York State nursing
licenses.
In addition to this internal recruitment drive, MT also intends to recruit
trained, experienced nurses from the Philippines, India, the West Indies, Africa
and Europe. MT, with the assistance of immigration lawyers, intends to sponsor
these nurses, assist them in obtaining New York State nursing licenses, and sign
them to renewable three-year employment contracts.
DEPENDENCE ON ONE OR A FEW CUSTOMERS
Currently, the Company's major client is the City of New York Hospitals.
This client accounted for $529,970 of revenue or 78% of total revenues as of
December 31,2003. The Company is presently pursuing approval from the New York
Department of Health to serve a wider base of home care clients as discussed
below in "Need For Government Approval."
PATENTS, TRADEMARKS & LICENSES
The Company does not have any patents or trademarks. The Company is waiting
for government approval of certain licenses as discussed below in "Need For
Government
Approval."
NEED FOR GOVERNMENT APPROVAL
The Company is awaiting approval from the New York State Department of
Health (the "Department") to provide homecare services. Final public hearings on
the matter took place on July 25, 2003, in Albany, New York and the Company has
been approved, but the license has not been provided. The Company is preparing
an operational manual in order to receive a license.
RESEARCH & DEVELOPMENT OVER PAST TWO YEARS
MT has spent approximately three hundred (300) hours within the last two
(2) years at a cost of $5,000 researching its target market. The Company used
telemarketers to question twenty-five (25) hospitals and nursing homes in the
New York City metropolitan area concerning their need for nursing staff agency
employees.
EMPLOYEES
MT currently employs one hundred (100) people of which sixty (60) are
full-time personnel. These employees include Certified Nursing Assistants, Nurse
Technicians, Licensed Practical Nurses, and Registered Nurses. The Company
intends to recruit at least three (3) Registered Nurses each year beginning in
2003.
DESCRIPTION OF PROPERTY
MT currently has a five-year lease for office space in the Bronx, New York
that ends in 2007. The current lease commitment is $7,800 per year with an
annual increase of 7%. MT also has a flexible lease for office space in
Brooklyn, New York, the details of which are discussed below in "Related Party
Transactions."
RELATED PARTY TRANSACTIONS
MT has entered into a flexible lease for office space in Brooklyn, New York
with its majority shareholders and Directors, MacDonald Tudeme and Marguerite
Tudeme, who own the leased property. The current lease commitment is $6,600 per
year.
RISK FACTORS
Dependence Upon External Financing. It is important that we obtain
debt and/or equity financing of approximately $150,000 to $500,000 for at least
the next two (2) years to sustain our current operations due to the
turnaround of hospital receivables which are normally paid within sixty (60)
days. If we are unable to raise this capital, it would have a materially
adverse effect upon our ability to maintain current operations.
Also, it is imperative that we raise capital to expand our operations.
We require capital of approximately $2,000,000 to pursue our business strategy
in becoming a major player in our industry. If we are unable to obtain debt
and/or equity financing upon terms that our management deems sufficiently
favorable, or at all, it would have a materially adverse effect upon our
ability for growth pursuant to our business strategy.
Reliance on Key Management. Our success is highly dependent upon the
continued services of MacDonald Tudeme, our Chief Executive Officer and
Marketing Manager and Marguerite Tudeme, our Operations Manager. If any of
the foregoing persons were to leave us, it could have a materially adverse
effect upon our business and operations.
Dependence on Major Client. Presently, our major client is the City
of New York Hospitals. We need to broaden our client base to include
private hospitals, a greater percentage of nursing homes and home care
clients. We are presently pursuing approval from New York Department of
Health to serve a wider base of home care clients. If we are unable to
broaden our client base, the continued reliance upon New York City Hospitals
could have a materially adverse effect upon our business and operations.
Shortage of Healthcare Professionals in the Industry. Presently, the
healthcare industry is experiencing a growing shortage of healthcare
professionals especially Licensed Practical Nurses and Registered Nurses.
One of our major marketing efforts is to recruit these professionals in the
United States and to attract foreign professionals. If we are not successful
in our efforts, this could have a materially adverse effect upon our ability
to sustain growth pursuant to our business strategy.
LEGAL PROCEEDINGS
There are currently no legal proceedings.
ITEM 5. OTHER EVENTS.
On August 9, 2003, MacDonald Tudeme entered into a stock purchase agreement
with Laura Mazany whereby Mr. Tudeme acquired 1,000,000 shares of the
Registrant's Common stock for $100,000.
As a result of the acquisition of MT and the change in focus of the
Registrant's business, the Registrant is in the process of changing its name to
M.T. Marketing Int. Corp. Upon changing its name, the Registrant will receive a
new stock symbol. In addition, the former directors and officers of the
Registrant resigned and the directors and officers of M.T. Marketing Int. Corp.
have become the directors and officers of the Registrant. The new directors and
officers are as follows: MacDonald Tudeme-Chief Executive Officer and Director,
and Marguerite Tudeme-Secretary and Director.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Financial Statements of M.T. Marketing Int. Corp.
(a) Financial Statements of Businesses Acquired
(b) Pro Forma Financial Information
(c) Exhibits:
2.1(1) Exchange Agreement
(1) Filed as an Exhibit to the report on Form 8-K filed on August 12, 2003.
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MT Ultimate Healthcare Corp.
September 9, 2003
/s/ MacDonald Tudeme
- --------------------------------------------
MacDonald Tudeme
Chief Executive Officer
Financial Statements
M T MARKETING INT'L CORP
FINANCIAL STATEMENTS
JANUARY 31, 2003
M T MARKETING INT'L CORP
FOR THE YEAR ENDED JANUARY 31, 2003
CONTENTS
Page
----
FINANCIAL STATEMENTS
Independent Auditor's Report 1
Balance Sheets 2
Statement of Income 3
Statement of Retained Earnings 4
Statement of Equity 5
Statement of Cash Flow 6
Notes to the Financial Statements 7
WAYNE F. RICHARDSON CPA.
------------------------
5819 MILTON AVENUE
SARASOTA, FLORIDA 34243.
FAX: (941) 355-3076 PHONE: (941)355-3076
Email: WFRichardsoncpa@aol.com PHONE: (646)263-6571
INDEPENDENT AUDITOR'S REPORT
Stockholders
M T MARKETING INT'L CORP
I have audited the accompanying balance sheets of M T MARKETING INT'L CORP as of
Friday, January 31, 2003 and 2002 and the related statements of income, retained
earnings and cash flow for the year then ended. These financial statements are
the responsibility of the company's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted my audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that I 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. I believe that my audits provide a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of M T MARKETING INT'L CORP as of
Friday, January 31, 2003 and 2002 and the results of its operations and cash
flows for the year then ended in conformity with accounting principles generally
accepted in the United States of America.
WAYNE F RICHARDSON CPA
Certified Public Accountant
Monday, July 28, 2003
The accompanying notes are an integral part of these financial statements.
1
M T MARKETING INT'L CORP
BALANCE SHEETS
JANUARY 31, 2003
REPORTED IN U.S. DOLLARS
2003 2002
$ $
ASSETS
CURRENT ASSETS
Cash $ 990 $ 1,146
Accounts receivable, net of allowances 119,708 89,113
Other current assets 5,227 -
TOTAL CURRENT ASSETS 125,925 90,259
Property, plant and equipment, net of accumulated depreciation 99,961 40,582
TOTAL ASSETS $225,886 $130,841
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank Note $144,528 $ 95,028
Short term debt 2,402 -
Accounts payable and accrued liabilities 27,549 14,644
TOTAL LIABILITIES 174,479 109,672
EQUITY
Capital stock 9,055 1,000
Contributed and other surplus 9,088 3,643
Retained earnings (deficit) 33,264 16,526
TOTAL EQUITY 51,407 21,169
TOTAL LIABILITIES & EQUITY $225,886 $130,841
2
The accompanying notes are an integral part of these financial statements.
M T MARKETING INT'L CORP
STATEMENT OF INCOME
FOR THE YEAR ENDED JANUARY 31, 2003
REPORTED IN U.S. DOLLARS
2003 2002
$ $
REVENUE
Goods and services $685,153 $238,242
COST OF GOODS SOLD
Direct wages 533,785 204,485
GROSS PROFIT 151,368 33,757
OPERATING EXPENSES
Advertising and promotion 5,139 2,675
Bad debt expense 1,810 673
Depreciation of tangible assets 16,520 6,613
Employee benefits 27,514 1,338
Insurance 10,019 513
Interest and bank charges 11,104 3,544
Memberships and licenses 790 1,761
Office expenses 15,090 2,951
Other operating expenses 2,865 378
Professional fees 14,837 1,735
Rental 8,450 12,620
Repairs and maintenance 5,290 2,280
Travel expenses 4,209 315
Utilities 10,994 4,168
TOTAL OPERATING EXPENSES 134,631 41,564
NON OPERATING INCOME AND EXPENSES
INCOME TAXES
NET INCOME LOSS $ 16,737 $ (7,807)
The accompanying notes are an integral part of these financial statements.
3
M T MARKETING INT'L CORP
STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED JANUARY 31, 2003
REPORTED IN U.S. DOLLARS
2003 2002
NOTE $ $
Retained earnings (deficit) $16,526 $24,330
Net income (loss) 16,738 (7,804)
SUBTOTAL 33,264 16,526
RETAINED EARNINGS (DEFICIT) $33,264 $16,526
4
The accompanying notes are an integral part of these financial statements.
M T MARKETING INT'L CORP
STATEMENT OF EQUITY
FOR THE YEAR ENDED JANUARY 31, 2003
REPORTED IN U.S. DOLLARS
PREFERRED COMMON ADDITIONAL DEFERRED ACCUMULATED ACCUMULATED TOTAL
SHARES SHARES PAID-IN STOCK-BASED COMPREHENSIVE RETAINED STOCKHOLDERS'
NOTE CAPITAL COMPENSATION INCOME (LOSS) EARNINGS EQUITY(DEFICIT)
$ $ $ $ $ (DEFICIT) $
Opening balance $ - $ 1,000 $ 3,643 $ - $ - $ 16,526 $ 21,169
Net income (loss) - - - - - 16,737 16,737
Issuance of capital - 8,055 5,445 - - - 13,500
stock
Total, end of - 9,055 9,088 - - 33,263 51,406
period
TOTAL, END OF $ - $ 9,055 $ 9,088 $ - $ - $ 33,263 $ 51,406
PERIOD
5
The accompanying notes are an integral part of these financial statements.
M T MARKETING INT'L CORP
STATEMENT OF CASH FLOW
FOR THE YEAR ENDED JANUARY 31, 2003
REPORTED IN U.S. DOLLARS
2003 2002
$ $
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss) for the period $ 16,737 $ (7,804)
Depreciation 16,520 6,613
Accounts receivable (30,595) (89,113)
Accounts payable and accrued liabilities 15,308 13,995
Deferred charges (5,227) -
TOTAL CASH FLOW FROM OPERATING ACTIVITIES 12,743 (76,309)
CASH FLOWS FROM/USED IN INVESTING ACTIVITIES
Property, plant and equipment additions (75,899) (18,103)
CASH FLOWS FROM/USED IN FINANCING ACTIVITIES
Proceeds on issuance of shares 13,500 -
Loans 49,500 95,028
TOTAL CASH FLOWS FROM/USED IN FINANCING ACTIVITIES 63,000 95,028
Net increase in cash and cash equivalents (156) 616
Net cash and cash equivalents, beginning of period 1,146 530
NET CASH AND CASH EQUIVALENTS, END OF PERIOD $ 990 $ 1,146
CASH AND CASH EQUIVALENTS CONSIST OF THE FOLLOWING:
Cash $ 990 $ 1,146
6
The accompanying notes are an integral part of these financial statements.
M T MARKETING INT'L CORP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED JANUARY 31, 2003
REPORTED IN U.S. DOLLARS
1. NATURE OF OPERATIONS
----------------------
M T MARKETING INT'L CORP (the "company") was incorporated on July 17, 1997 as a
subchapter "C" corporation and commenced operations in 1999 as a nursing
referral agency under the DBA M.T.Ultimate Health Care. The company is engaged
in the business of supplying healthcare professionals to hospitals and the
homecare market
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------
BASIS OF PREPARATION
A. MEASUREMENT UNCERTAINTY
The financial statements are prepared in accordance with generally accepted
accounting principles in the United States, and conform in all material aspects
with International Accounting Standards with regards to the presentation of
historical cost financial information. The preparation of financial statements
in accordance with accounting principles generally accepted in the United States
of America requires 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 and may have impact on future periods.
B. REVENUE RECOGNITION
Sales revenue is recognized in accordance with industry practice which
recognizes revenue at the time the services are provided. Fees for individual
contract clinical services are fixed upon execution of contract and provide for
payment for all work performed. Pass-through costs that are paid directly by
clients, and for which the corporation does not bear the risk of performance,
are excluded from revenue. The termination of a contract typically results in no
material adjustments to the revenue or costs previously recognized.
C. STATEMENT OF CASH FLOWS
The company presented this information under the indirect method, where the net
cash flows from operating activities is determined by adjusting net income
(loss) for the effects on non-cash items and changes in non-cash working capital
accounts. Cash equivalents include time deposits, certificates of deposit and
all highly liquid debt instruments with original maturities of three months or
less.
D. INCOME TAX METHOD
The company follows the liability method of accounting for income taxes. Under
this method, future income tax liabilities and assets are recognized for the
estimated income tax consequences attributable to differences between the
financial statement carrying amounts of assets and liabilities and their
respective tax basis. Future income tax liabilities and assets are measured
using enacted tax rates. The effect on future income tax liabilities and assets
of a change in tax rates is recognized in income in the period that the change
occurs.
E. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are carried at cost. Depreciation is calculated
using the straight-line method over estimated useful lives ranging from three
(3) to seven (7) years. Depreciation expense for Friday, January 31, 2003 was
$16,520 (January 31, 2002- $6,613). Leasehold Improvements are amortized using
the straight-line method over the lesser of the estimated useful life of the
asset or the life of the lease. Maintenance, minor repairs and renewals are
charged to expense as incurred. Upon sale or retirement of depreciable assets,
costs and related depreciation are eliminated, and gains or losses are
recognized in the determination of net income. The company continually evaluates
the appropriateness of the remaining estimated useful life and carrying value of
its operating assets, goodwill and other intangibles. Carrying values in the
excess of undiscounted estimates of related cash flows are expensed when such
determination is made.
3 LOAN PAYABLE
-------------
The company has a $150,000 SBA line of credit which is now payable on demand
which bears interest at bank prime rate plus 1% for any outstanding operating
indebtedness. At Friday, January 31, 2003, the approximate amounts outstanding
were $144,528 (January 31, 2002 -$95,028). The bank indebtedness is secured by a
floating charge over all the assets of the company.
The company has a short term note outstanding which bears interest at 16.5% per
annum for equipment. At Friday, January 31, 2003, the approximate outstanding
balance was $ 2,402.
4. PROPERTY, PLANT AND EQUIPMENT
--------------------------------
A summary of property, plant and equipment at January 31, 2003 and 2002 is
presented in the following table:
ASSET CLASS YEARS OF EXPECTED USEFUL LIFE 2003 2002
- -------------- --------------------------------- ---- ----
Building-Leasehold
Improvements 7 38,497 5,000
Equipment, Furniture
and Fixtures 5-7 82,880 40,478
Other Property 5 4,200 4,200
LESS ACCUMULATED DEPRECIATION 25,616 9,906
------- ------
NET PROPERTY, PLANT AND EQUIPMENT 99,961 40,582
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5. LEASES
------
The company leases office space at 43 Pulaski Street, Brooklyn for an initial
five (5) year period with the right to renew up to fifteen (15) years. A summary
of lease commitment for the next three years for the periods ended January 31,
2003 and 2002 is presented in the following table:
YR: 2003 YR: 2002
YR 1 -2003/04 6,600 YR 1-2002/03 $ 6,600
YR 2 -2004/05 6,600 YR 2-2003/04 6,600
YR 3- 2005/06 6,600 YR 3-2004/05 6,600
TOTAL 19,800 TOTAL $ 19,800
Also in 2002, the company entered into a lease agreement for office space at 910
Jennings Street, Bronx expiring on November 1, 2007 with an aggregate minimum
annual rental approximation of $7,800 exclusive of certain incremental occupancy
costs. A summary of lease commitment for the next three (3) years is presented
in the following table:
YR 1 -2003/04 $ 7,800
YR 2- 2004/05 8,400
YR 3 -2005/06 9,000
TOTAL $ 25,200
6. RELATED PARTY TRANSACTIONS
----------------------------
The company has a lease agreement with a related party for the office space
located at 43 Pulaski Street, Brooklyn expiring on June 30, 2006 with an
aggregate minimum annual rental approximation of $6,600.
The shareholders of the company have guaranteed the company's bank indebtedness
to a maximum of $150,000. The stockholders have not charged a fee to the
company for this guarantee.
During the year the company advanced, on an interest free basis, $15,000 to a
stockholder. This advance was outstanding approximately six months and was
repaid by year end.
7. TRADE RECEIVABLES
-----------------
A summary of Net Trade Receivables as of January 31, 2003 and 2002 is
presented in the following table:
YR:2003 YR: 2002
METROPOLITAN HOSPITAL $ 96,800 $55,849
QUEENS HOSPITAL 10,765 33,245
HOMECARE CLIENTS 7,676 20
TOTAL $115,241 $ 89,114
The company provides an allowance for losses on trade receivables based
on a review of the current status of existing receivables and management's
evaluation of periodic aging of accounts.
8. SUBSEQUENT EVENTS
------------------
Subsequent to year end, M T MARKETING INT'L CORP renewed their SBA loan for
another two (2) years. The company is also negotiating an increase in their
credit of an additional $50,000. The loan is secured by a floating charge over
all the assets of the company and shareholders guarantees to a maximum $200,000.
On June 30, 2003 options were granted to purchase 40,000 shares at an exercise
price of $.10 per share which expire August 29, 2003.
On July 1, 2003, the company entered into agreements of Share Exchange and Stock
purchase with public company Java Juice whose common stock is quoted on the OTC
Bulletin Board under the symbol "JVAJ". The company as a result of these
agreements will be a fully owned subsidiary of the public company but the
original shareholders of M.T. MARKETING INT'L will be the majority shareholder
of the parent.
Pro Forma Financial Information
JAVAJUICE.NET
Pro Forma Consolidated Balance Sheet
JavaJuice.net MT Marketing
Explorations Inc. Int'l Corp Pro forma
at June 30, at June 30, Pro Forma as at June 30,
2003 2003 Adjustments 2003
Assets
Current assets:
Cash $ 32,115 $ 14,036 $ (32,115) $ 14,036
Accounts Receivable -0- -0- 166,008 166,008
Other Current Assets -0- 4,284 - 4,284
32,115 184,328 (32,115) 184,328
Property Plant & Equipment - 101,990 - 101,990
$ 32,115 $286,318 $ (32,115) $286,318
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ -0- $ 51,151 $ $ 51,151
Notes payable - 84,605 - 84,605
-0- 135,756 - 135,756
Long Term Debt $ -0- $ 75,305 $ 75,305
Total Liabilities $ -0- $211,061 $211,061
Stockholders' equity (deficit):
Share capital:
Common shares 1,700 9,050 (1,700) 9,050
Additional paid-in capital 38,300 9,088 (38,300) 9,088
Accumulated deficit during
the development period ( 7,885) 57,114 7,885 57,114
32,115 75,257 (32,115) 75,257
$ 32,115 $286,318 $ (32,115) $286,318
See accompanying notes to pro forma consolidated financial statements.
JAVAJUICE.NET
Pro Forma Consolidated Statement of Loss
JavaJuice.net MT Marketing Pro forma
Int'l Corp. for the six
for the six months ended for the period ended months ended
June 30, June 30, Pro Forma June 30,
2003 2003 Adjustments 2003
Revenue:
$ - $220,935 $ - $220,935
Cost of Revenues:
Direct Wages - $153,818 $ - $153,818
Expenses:
Operating Expenses 532 55,192 - 55,192
532 55,192 - 55,192
Loss before income taxes (532) 11,925 - 11,393
Income taxes - - - -
Loss for the period $ (532) $ 11,925 $ - $ 11,393
Loss per share $ (0.00) $ 0.00 $ - $ (0.00)
JAVAJUICE.NET
Notes to Pro Forma Consolidated Financial Statements
As at June 30, 2003
1. TERMS OF ACQUISITION AND BASIS OF PRESENTATION:
The accompanying pro forma consolidated financial statements have been prepared
for inclusion in a Current Report on Form 8K describing the acquisition on June
30, 2003 of MT Marketing Int'l Corp. ("MT Marketing") by JavaJuice.net
("JavaJuice") and the resulting change in control of JavaJuice (the
"Acquisition"). The pro forma consolidated financial statements of JavaJuice
give effect to the Acquisition under which the shareholders of Mt Marketing
exchanged all of their common shares for common shares of JavaJuice.
The pro forma consolidated financial statements include:
(a) a pro forma consolidated balance sheet prepared from the unaudited
balance sheet of JavaJuice as of June 30, 2003 and the audited balance sheet of
Mt Marketing as of June 30, 2003 and gives effect to the assumptions described
in note 3. The pro forma consolidated balance sheet assumes the Acquisition
occurred on June 30, 2003.
(b) a pro forma consolidated statement of loss prepared from the unaudited
statement of loss of JavaJuice for the six months ended June 30, 2003 and the
audited statement of loss of Mt Marketing for the period ended June 30, 2003 and
gives effect to the assumptions described in note 3.
The pro forma consolidated financial statements are not necessarily indicative
of the results of operations that would have resulted if the transactions
described above had occurred at the dates indicated or of the future operating
results of JavaJuice subsequent to the completion of the Acquisition.
The pro forma consolidated financial statements should be read in conjunction
with the audited and unaudited financial statements of JavaJuice and MT
Marketing contained elsewhere in this Current Report on Form 8K.
2. SIGNIFICANT ACCOUNTING PRINCIPLES:
The pro forma consolidated financial statements have been compiled using the
significant accounting policies as set out in the unaudited and audited
consolidated financial statements of JavaJuice contained elsewhere in this
Current Report on Form 8K.
JAVAJUICE.NET
Notes to Pro Forma Consolidated Financial Statements, page 2
As at June 30, 2003
3. PRO FORMA ASSUMPTIONS:
The pro forma consolidated financial statements are based on the following
assumptions:
- - JavaJuice has acquired 100% of the outstanding shares of MT Marketing;
- - Mt Marketing will remain as a wholly-owned subsidiary of JavaJuice;