Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 20, 2000
Commission file number 0-23903
eAutoclaims.com, Inc.
--------------------
(Exact name of small business issuer as specified in its charter)
Nevada 95-4583945
------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2708 Alt. 19 N., Suite 604, Palm Harbor, Florida 34683
------------------------------------------------------
(Address of principal executive offices)
(727) 781-0414
--------------
(Issuer's telephone number)
Transformation Processing, Inc.
365 Bay Street, Toronto, Ontario M5H2V2
---------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if changed Since Last Report)
This Form 8-K/A amends the Form 8-K filed on July 25, 2000 by eAutoclaims.com,
Inc. ("eAuto"), a Nevada corporation formerly known as Transformation
Processing, Inc. The purpose of this amendment to Form 8-K is to provide
financial statements and the pro forma financial information for Premier Express
Claims, Inc.("Premier"), a South Carolina corporation, as required by Item 7 of
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The audited financial statements for Premier Express Claims, Inc. as of June 30,
1999, and the related statements of operations, stockholders' equity, and cash
flows for the period from October 14, 1998 (date of inception) to June 30,
1999....Pages F-1 to F-9.
<PAGE>
The unaudited financial statements for Premier Express Claims, Inc. as of March
31, 2000, and the related statements of operations, stockholders' equity, and
cash flows for the nine month periods ended March 31, 2000 and the period
October 14, 1998 (inception) through March 31, 1999....Pages F-10 to F-15.
<PAGE>
CONTENTS
--------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT
ON THE FINANCIAL STATEMENTS F-2
--------------------------------------------------------------------------------
FINANCIAL STATEMENTS
Balance sheet F-3
Statement of income F-4
Statement of stockholders' equity F-5
Statement of cash flows F-6
Notes to financial statements F-7 - F-9
F-1
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Premier Express Claims, Inc.
Columbia, South Carolina
We have audited the accompanying balance sheet of Premier Express Claims, Inc.
as of June 30, 1999 and the related statements of income, stockholders' equity,
and cash flows for the period from October 14, 1998 (date of inception) to June
30, 1999. 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 generally accepted auditing standards.
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 Premier Express Claims, Inc. as
of June 30, 1999, and the results of its operations and its cash flows for the
period from October 14, 1998 (date of inception) to June 30, 1999, in conformity
with generally accepted accounting principles.
/s/ McGladrey & Pullen, L.L.P.
--------------------------------------
Charlotte, North Carolina
August 13, 1999
F-2
<PAGE>
PREMIER EXPRESS CLAIMS, INC.
BALANCE SHEET
JUNE 30, 1999
ASSETS
--------------------------------------------------------------------------------
Current Assets
Cash $ 212,509
Accounts receivable (Note 2) 147,810
Stock issuance receivable (Note 3) 10,000
Income taxes receivable 21,900
Deferred income taxes (Note 4) 2,044
--------------
Total current assets 394,263
--------------
Leasehold improvements and equipment
Leasehold improvements 1,539
Equipment 79,547
Furniture and fixtures 30,774
--------------
111,860
Less accumulated depreciation 20,415
--------------
91,445
--------------
$ 485,708
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------
Current liabilities
Accounts payable $ 251,713
Accrued expenses and other liabilities 32,156
--------------
Total current liabilities 283,869
--------------
Deferred income taxes (Note 4) 4,308
--------------
Commitments (Note 5)
Stockholders' Equity (Notes 3 and 6)
Common stock, $1 stated value, authorized 1,000,000 shares;
issued and outstanding 1,000 shares 1,000
Additional paid-in capital 91,928
Retained earnings 104,603
--------------
197,531
--------------
$ 485,708
==============
See Notes to Financial Statements.
F-3
<PAGE>
PREMIER EXPRESS CLAIMS, INC.
STATEMENT OF INCOME
Period from October 14, 1998 (Date of Inception) to June 30, 1999
Revenues (Note 2) $ 2,967,131
Cost of sales 2,295,086
--------------
Gross profit 672,045
Operating expenses 519,978
--------------
Income before income taxes 152,067
Federal and state income taxes (Note 4) 47,464
--------------
Net income $ 104,603
==============
See Notes to Financial Statements.
F-4
<PAGE>
PREMIER EXPRESS CLAIMS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
Period from October 14, 1998 (Date of Inception) to June 30, 1999
Total
Common Additional Retained Stockholders'
Stock Paid-In Capital Earnings Equity
--------------------------------------------------------------------------------
Balance, date of
Inception $ - $ - $ - $ -
Issuance of 100
shares of common
stock for cash 100 9,900 - 10,000
Issuance of 900
shares of
common stock for
equipment and
furniture and
fixtures 900 82,028 82,928
Net income - - 104,603 104,603
-----------------------------------------------------
Balance,
June 30, 1999 $ 1,000 $ 91,928 $ 104,603 $ 197,531
=====================================================
See Notes to Financial Statements.
F-5
<PAGE>
PREMIER EXPRESS CLAIMS, INC.
STATEMENT OF CASH FLOWS
Period from October 14, 1998 (Date of Inception) to June 30, 1999
<TABLE>
<CAPTION>
<S> <C>
Cash Flows from Operating Activities
Net income $ 104,603
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 20,415
Provision for doubtful accounts 853
Deferred income taxes 2,264
Change in assets and liabilities:
Increase in:
Accounts receivable (148,663)
Income taxes receivable (21,900)
Increase in:
Accounts payable 251,713
Accrued expenses and other liabilities 32,156
--------------
Net cash provided by operating activities 241,441
--------------
Cash Flows from Investing Activities
Purchase of equipment (28,932)
--------------
Net cash used in investing activities (28,932)
--------------
Net increase in cash 212,509
Cash:
Beginning -
--------------
Ending $ 212,509
==============
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Income taxes $ 67,100
Supplemental Disclosures of Noncash Investing and
Financing Activities
Common stock issued for receivable $ 10,000
Common stock issued for equipment
and furniture and fixtures 82,928
</TABLE>
See Notes to Financial Statements.
F-6
<PAGE>
PREMIER EXPRESS CLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note 1. Nature of Business and Significant Accounting Policies
Nature of business: Premier Express Claims, Inc. (the "Company") is an
administrative claims processing company located in Columbia, South Carolina.
The Company provides the third party administrative processing and recovery
services to insurance companies located throughout the United States.
A summary of the Company's significant accounting policies follows:
Cash: The Company maintains demand deposits with financial institutions, which,
at various times throughout the period from October 14, 1998 (date of inception)
to June 30, 1999 were in excess of the federally insured amounts.
Leasehold improvements and equipment: Leasehold improvements and equipment are
stated at cost. Depreciation is computed using various accelerated methods over
lives ranging from 5 to 39 years.
Use of estimates: The preparation of financial statements in conformity with
generally accepted accounting principles 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.
Note 2. Major Customers
Revenues include revenues from the following major customers, together with the
receivables due from those customers. Major customers are defined as customers
from whom revenue earned is more than 10% of the Company's total revenue for the
period from October 14, 1998 (date of inception) to June 30, 1999.
Revenues for
the Period from
October 14,1998
(Date of Receivable
Inception) to Balance at
June 30, 1999 June 30, 1999
--------------------------------------------------------------------------------
Customer A $ 2,263,447 $ 92,223
Customer B 365,599 18,838
---------------------------------------------------
$ 2,629,046 111,061
===================================================
F-7
<PAGE>
PREMIER EXPRESS CLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note 3. Stock Issuance Receivable
Included in the accompanying balance sheet as of June 30, 1999 is a $10,000
stock issuance receivable from the minority stockholder. Payment of the $10,000
receivable was received by the Company on July 6, 1999.
Note 4. Income Taxes
Net deferred tax assets (liabilities) consist of the following components as of
June 30, 1999:
Deferred tax assets:
Accrued expenses $ 2,044
Other assets 557
-----------
2,601
-----------
Deferred tax liabilities:
Leasehold improvements and equipment (4,865)
-----------
$ (2,264)
===========
The components giving rise to the net deferred tax assets (liabilities)
described above have been included in the accompanying balance sheet as of June
30, 1999 as follows:
Current assets $ 2,044
Noncurrent liabilities (4,308)
-----------
$ (2,264)
===========
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income.
The provision for income taxes charged to operations for the period from October
14, 1998 (date of inception) to June 30, 1999 consists of the following:
Current tax expense $ 45,200
Deferred tax expense 2,264
-----------
$ 47,464
===========
F-8
<PAGE>
PREMIER EXPRESS CLAIMS, INC.
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note 5. Lease Commitments and Rent Expense
The Company leases its operating facility under a five year operating lease
agreement that expires on November 30, 2003. The agreement also requires the
Company to pay a pro-rata share of property taxes and to pay certain insurance
and maintenance and repair costs. The Company also leases automobiles from a
company affiliated through common ownership under operating lease agreements
that expire through April 2004. The minimum rental commitment related to the
above leases at June 30, 1999 is as follows:
<TABLE>
<CAPTION>
Commitment
Commitment to Unrelated Total
to Affiliate Party Commitment
----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
2000 $ 16,192 $ 51,000 $ 67,192
2001 16,192 51,000 67,192
2002 16,192 51,000 67,192
2003 16,192 51,000 67,192
2004 12,819 21,250 34,069
--------------------------------------------------
$ 77,587 $ 225,250 $ 302,837
==================================================
</TABLE>
Total rent expense for the period from the October 14, 1998 (date of inception)
to June 30, 1999 is $33,123, which includes rent to the affiliated company of
$3,373.
Note 6. Stockholders' Agreement
The stockholders have entered into an agreement that provides restrictions on
the transfer or sale of the Company's stock.
F-9
<PAGE>
Premier Express Claims, Inc.
Index
Page
----
Part I - Financial Information
------------------------------
Item 1. Financial Statements
Balance Sheet -
March 31, 2000.....................................................F-11
Statements of Operations -
Three months ended March 31, 2000 and 1999,
Nine months ended March 31,
2000, and the period
October 14, 1998 (inception) through March 31, 1999...............F-12
Statements of Stockholders' equity (deficit) -
Nine months ended March 31, 2000...................................F-13
Statements of Cash Flows -
Nine months ended March 31, 2000 and the period
October 14, 1998 (inception) through March 31, 1999...............F-14
Notes to Financial Statements..........................................F-15
F-10
<PAGE>
Premier Express Claims, Inc.
Balance Sheet
March 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
<S> <C>
Assets
Current assets:
Cash $ 50,905
Accounts receivable 269,693
Income tax receivable 76,556
--------------------
397,154
--------------------
Equipment, furniture & fixtures 91,882
-------------------
Other assets:
Deferred tax asset 6,646
--------------------
$ 495,682
====================
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses $ 316,903
Notes payable - stockholders 100,000
--------------------
Total current liabilities 416,903
--------------------
Stockholders' deficit:
Common stock; $1 stated value; 1,000,000 shares
authorized; 1,000 shares issued and outstanding 1,000
Additional paid-in capital 91,928
Accumulated deficit (14,149)
--------------------
Total stockholders' deficit 78,778
--------------------
$ 495,682
====================
</TABLE>
See notes to financial statements.
F-11
<PAGE>
Premier Express Claims, Inc.
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
For the period
For the Three Months Ended For the October 14, 1998
--------------------------------- Nine Months (date of inception)
March 31, March 31, Ended through
2000 1999 March 31, 2000 March 31, 1999
-------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
Revenue $ 1,028,114 $ 1,012,859 $ 3,083,723 $ 1,775,252
Cost of Revenue 782,713 766,200 2,347,412 1,362,622
-------------- --------------- -------------- ---------------
Gross Profit 245,401 246,659 736,311 412,630
Operating expenses:
General and administrative expenses 286,584 211,256 885,063 256,755
Interest income - - - -
Other income (102) - - -
-------------- --------------- -------------- ---------------
286,482 211,256 885,063 256,755
-------------- --------------- -------------- ---------------
Net income (loss) before income taxes $ (41,081) $ 35,403 $ (148,752) $ 155,875
============== =============== ============== ===============
Income tax benefit (expense) 8,216 (10,990) 30,000 (48,389)
-------------- --------------- -------------- ---------------
Net income (loss) $ (32,865) $ 24,413 $ (118,752) $ 107,486
============== =============== ============== ===============
Basic income (loss) per common share $ (32.87) $ 24.41 $ (118.75) 107.49
============== =============== ============== ===============
Weighted average number of
common shares outstanding 1,000 1,000 1,000 1,000
============== =============== ============== ===============
</TABLE>
See notes to financial statements.
F-12
<PAGE>
Premier Express Claims, Inc.
Statements of Changes in Stockholders' Equity
(Unaudited)
For the Nine Month Period Ended March 31, 2000
<TABLE>
<CAPTION>
Additional Total
Common Paid-in Retained Stockholders'
Stock Capital Earnings (Deficit) Equity (Deficit)
----------- ------------- -----------------------------------
<S> <C> <C> <C> <C>
Balance, June 30, 1999 $ 1,000 $ 91,928 $ 104,603 $ 197,531
----------- ------------- --------------- ----------------
Net loss for period - - (118,752) (118,752)
----------- ------------- --------------- ----------------
Balance, March 31, 2000 $ 1,000 $ 91,928 $ (14,149) $ 78,779
=========== ============= =============== ================
</TABLE>
See notes to financial statements.
F-13
<PAGE>
Premier Express Claims, Inc.
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the Period
October 14, 1998
For the Nine (Date of Inception)
Months Ended through
March 31, March 31,
--------------------------------------
2000 1999
----------------- ------------------
<S> <C> <C>
Operating activities
Net Income (loss) $ (118,752) $ 107,486
Depreciation expense 31,555 8,888
Adjustments to reconcile net income (loss) to net
cash provided (used) by operating activities:
(Increase) decrease in:
Accounts receivable (121,882) (196,971)
Income tax receivable (54,656) 46,125
Deferred tax asset (4,602) (2,054)
Increase (decrease) in:
Accounts payable and accrued expenses 33,034 206,143
Deferred income taxes (4,309) 4,318
----------------- ------------------
Total adjustments (152,415) 57,561
----------------- ------------------
Net cash (used) provided by operating activities (239,612) 173,935
----------------- ------------------
Investing activities
Purchases of equipment, furniture & fixtures (31,992) (108,010)
----------------- ------------------
Net cash (used) by investing activities (31,992) (108,010)
----------------- ------------------
Financing activities
Contributed Capital 10,000 92,928
Stock subscription receivable - (10,000)
Increase in notes payable 100,000 -
----------------- ------------------
Net cash provided by financing activities 110,000 82,928
----------------- ------------------
Net (decrease) increase in cash (161,604) 148,853
Cash, beginning of period 212,509 -
----------------- ------------------
Cash, end of period $ 50,905 $ 148,853
================= ==================
</TABLE>
See notes to financial statements.
F-14
<PAGE>
Premier Express Claims, Inc.
Notes to Financial Statements
(Unaudited)
Note 1 - Basis of presentation
The accompanying unaudited financial statements, which are for interim periods,
do not include all disclosures provided in the annual financial statements.
These unaudited financial statements should be read in conjunction with the
financial statements and the footnotes thereto contained in the Audited
Financial Statements for the year ended June 30, 1999 of Premier Express Claims,
Inc.
In our opinion, the accompanying unaudited financial statements contain all
adjustments (which are of a normal and recurring nature) necessary for a fair
presentation of the financial statements. The results of operations for the
three month and nine month periods ended March 31, 2000 are not necessarily
indicative of the results to be expected for the full year.
Note 2 - Per share calculations
Per share data was computed by dividing net loss by the weighted average number
of shares outstanding during the three month and nine month periods ended March
31, 2000 and 1999. The weighted average shares outstanding for the three month
and nine month periods ended March 31, 2000 and 1999 were 1,000.
Note 3 - Equity Transactions
Please refer to Audited Financial Statements consisting of our balance sheet as
of June 30, 1999, and related statements of operations, changes in stockholders
equity, and cash flows for the period ended June 30, 1999, as audited by
McGladrey & Pullen, LLP, Certified Public Accountant.
On July 20, 2000, Articles of Merger were filed in South Carolina pursuant to
the Agreement and Plan of Merger dated June 8, 2000 ("Agreement"), among
eAutoclaims.com, Inc., a Nevada corporation ("Company") and Premier Express
Claims, Inc. In accordance with the terms of the Agreement, the total
consideration in exchange for 100% of the issued and outstanding shares of PEC
capital stock was $200,000 in cash, 320,000 shares of the Company's common
stock, and $130,000 in the form of a promissory note. $200,000 was paid at
closing and a promissory note dated July 27, 2000 was executed for the balance
of $130,000 payable within 60 days.
F-15
<PAGE>
(b) Pro Forma Financial Information.
The following unaudited pro forma combined financial statements give
effect to the merger between eAuto and Premier. The total consideration paid by
eAuto in exchange for 100% of the outstanding common stock of Premier was
$200,000 in cash, 320,000 shares of common stock, and $130,000 in promissory
notes. This merger was accounted for using the purchase method of accounting.
These statements are based on the historical financial statements of eAuto and
Premier and assumptions set forth below and in the notes to the unaudited pro
forma combined financial statements.
The unaudited pro forma combined statements of operations give effect
to the Merger as if it had occurred at the beginning of the periods presented.
The unaudited pro forma combined balance sheet as of April 30, 2000 has been
prepared as if the Merger of Premier had occurred on that date. The pro forma
adjustments are based upon estimates, currently available information and
certain assumptions that management deems appropriate. In management's opinion,
the estimates regarding allocation of the purchase price of Premier are not
expected to materially differ from the final adjustments.
Pro forma financial statements are not necessarily indicative of either
future operating results or of the operating results that might have been
achieved if the forgoing transaction had been effective as of the dates
indicated.
These unaudited pro forma financial statements should be read in
conjunction with each company's audited financial statements and notes thereto,
appearing elsewhere in this filing or incorporated by reference....pages G-1 to
G-5.
<PAGE>
EAUTOCLAIMS.COM, INC.
F/K/A TRANSFORMATION PROCESSING, INC.
(A DEVELOPMENT STAGE COMPANY)
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
eAutoclaims.com, Premier Express
Inc. F/K/A Claims, Inc.
Transformation -----------------
Processing, Inc. For the Period
------------------ October 14, 1998
For the year (Date of Inception)
ended through Pro forma
July 31, 1999 June 30, 1999 Adjustments Pro forma
------------------ ----------------- --------------- ----------------
<S> <C> <C> <C> <C>
Revenue $ 954,874 $ 2,967,131 $ $ 3,922,005
Cost of revenue 1,019,056 2,295,086 3,314,142
------------------ ----------------- --------------- ----------------
Gross profit (64,182) 672,045 607,863
General & administrative expense 2,031,598 519,978 - 2,551,576
Interest expense 562,120 562,120
Goodwill amortization 247,093 a 247,093
------------------ ----------------- --------------- ----------------
Net Income (Loss) Before Income Taxes (2,657,900) 152,067 (247,093) (2,752,926)
Income taxes expense - (47,464) - (47,464)
------------------ ----------------- --------------- ----------------
Net Income (Loss) $ (2,657,900)$ 104,603 $ (247,093) $ (2,800,390)
================== ================= =============== ================
Basic Income (Loss) Per Share $ (3.81)$ 104.60 $ - $ (2.72)
================== ================= =============== ================
Weighted average number of
common shares outstanding 697,697 1,000 - 1,030,367
================== ================= =============== ================
</TABLE>
The Accompanying Notes Are An Integral Part Of The Financial Statements
G-1
<PAGE>
EAUTOCLAIMS.COM, INC.
F/K/A TRANSFORMATION PROCESSING, INC.
(A DEVELOPMENT STAGE COMPANY)
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
eAutoclaims.com,
Inc. F/K/A
Transformation Premier Express
Processing, Inc. Claims, Inc.
--------------------- ------------------
For the nine For the nine
months ended months ended Pro forma
April 30, 2000 March 31, 2000 Adjustments Pro forma
--------------------- ------------------ --------------- -------------
<S> <C> <C> <C> <C>
Revenue $ $ 3,083,723 $ $ 3,083,723
Cost of revenue 2,347,412 2,347,412
--------------------- ------------------ --------------- -------------
Gross profit - 736,311 736,311
General & administrative expense 141,252 885,063 - 1,026,315
Goodwill amortization 185,320 a 185,320
--------------------- ------------------ --------------- -------------
Net Loss Before Income Taxes (141,252) (148,752) (185,320) (475,324)
Income tax benefit - 30,000 - 30,000
--------------------- ------------------ --------------- -------------
Net Loss $ (141,252)$ (118,752)$ (185,320)$ (445,324)
===================== ================== =============== =============
Basic Loss Per Share $ (0.20)$ (118.75)$ - $ (0.43)
===================== ================== =============== =============
Weighted average number of
common shares outstanding 710,367 1,000 - 1,030,367
===================== ================== =============== =============
</TABLE>
The Accompanying Notes Are An Integral Part Of The Financial Statements
G-2
<PAGE>
EAUTOCLAIMS.COM, INC.
F/K/A TRANSFORMATION PROCESSING, INC.
(A DEVELOPMENT STAGE COMPANY)
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
eAutoclaims.com, Premier Express
Inc. F/K/A Claims, Inc.
Transformation ------------------
Processing, Inc. For the Period
-------------------- October 14, 1998
For the nine (Date of Inception)
months ended through Pro forma
April 30, 1999 March 31, 1999 Adjustments Pro forma
-------------------- ------------------ -------------- ---------------
<S> <C> <C> <C> <C>
Revenue $ 718,812 $ 1,775,252 $ $ 2,494,064
Cost of revenue 762,938 1,362,622 2,125,560
-------------------- ------------------ -------------- ---------------
Gross profit (44,126) 412,630 368,504
General & administrative expense 1,224,593 256,755 - 1,481,348
Interest expense 376,823 376,823
Goodwill amortization 185,320 a 185,320
-------------------- ------------------ -------------- ---------------
Net Income (Loss) Before Income Taxes (1,645,542) 155,875 (185,320) (1,674,987)
Income tax expense - (48,389) - (48,389)
-------------------- ------------------ -------------- ---------------
Net Income (Loss) $ (1,645,542)$ 107,486 $ (185,320)$ (1,723,376)
==================== ================== ============== ===============
Basic Income (Loss) Per Share $ (0.09)$ 107.49 $ - $ (1.67)
==================== ================== ============== ===============
Weighted average number of
common shares outstanding 17,593,571 1,000 - 1,030,367
==================== ================== ============== ===============
</TABLE>
The Accompanying Notes Are An Integral Part Of The Financial Statements
G-3
<PAGE>
<PAGE>
EAUTOCLAIMS.COM, INC.
F/K/A TRANSFORMATION PROCESSING, INC.
(A DEVELOPMENT STAGE COMPANY)
PRO FORMA CONSOLIDATED BALANCE SHEET
(unaudited)
<TABLE>
<CAPTION>
eAutoclaims.com,
Inc. F/K/A
Transformation Premier Express
Processing, Inc. Claims, Inc. Pro forma
April 30, 2000 March 31, 2000 Adjustments Pro forma
--------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
Assets
Current assets
Cash $ - $ 50,905 $ $ 50,905
Accounts receivable 269,692 269,692
Income tax receivable - 76,556 - 76,556
--------------- --------------- ------------- -------------
Total current assets - 397,153 - 397,153
--------------- --------------- ------------- -------------
Equipment, furniture & fixtures 91,882 91,882
Other assets
Deferred tax asset 6,646 6,646
Deferred debt cost, net 31,181 - - 31,181
Goodwill 1,729,650 a 1,729,650
--------------- --------------- ------------- -------------
Total assets $ 31,181 $ 495,681 $ 1,729,650 $ 2,256,512
=============== =============== ============= =============
Liabilities and Stockholders' Equity (Deficit)
Current liabilities
Accounts payable and accrued expenses $ 895,166 $ 316,903 $ - $ 1,212,069
Current maturities of long-term debt 10,160 - - 10,160
--------------- --------------- ------------- -------------
Total current liabilities 905,326 316,903 - 1,222,229
--------------- --------------- ------------- -------------
Long-term Debt, net of current maturities 1,951,954 100,000 - 2,051,954
--------------- --------------- ------------- -------------
Total liabilities 2,857,280 416,903 - 3,274,183
--------------- --------------- ------------- -------------
Stockholders' equity (deficit)
Common stock, par value $.025 17,759 1,000 7,000 a 25,759
Additional paid-in capital 7,040,383 91,927 1,789,389 a 8,921,699
Retained earnings (accumulated deficit) (9,884,241) (14,149) (66,740)a (9,965,130)
--------------- --------------- ------------- -------------
Total stockholders' equity (deficit) (2,826,099) 78,778 1,729,649 (1,017,672)
--------------- --------------- ------------- -------------
Total liabilities and stockholders' equity (deficit) $ 31,181 $ 495,681 $ 1,729,649 $ 2,256,511
=============== =============== ============= =============
</TABLE>
The Accompanying Notes Are An Integral Part Of The Financial Statements
G-4
<PAGE>
EAUTOCLAIMS.COM, INC.
F/K/A TRANSFORMATION PROCESSING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED PROFORMA FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The unaudited pro forma financial statements are presented for illustrative
purposes only, giving effect of the merger of eAutoclaims.com Inc. F/K/A
Transformation Processing, Inc. and Premier Express Claims, Inc. (the "Merger").
The financial activity of eAutoclaims.com, Inc., A Delaware corporation, that
was merged with Transformation Processing, Inc. on May 25, 2000 is not included
in this pro forma information. That information is provided in Form 8-K/A filed
on August 8, 2000. The financial activity of the Company F/K/A Transformation
Processing, Inc. which was renamed to eAutoclaims.com, A Nevada corporation, is
included in the attached pro forma financial information.
2. PRO FORMA ADJUSTMENTS
The following pro forma adjustments have been made to the unaudited statements
of operations and balance sheet, as applicable:
(a) Reflects the merger and the exchange of 100% of Premier Express Claims,
Inc. common stock for 320,000 shares of eAutoclaims.com common stock,
$200,000 of cash, and $130,000 of debt assumed.
3. GOODWILL
Goodwill for the Purchase of Premier Express Claims, Inc. is summarized as
follows:
Purchase price of Premier Express Claims, Inc. $1,650,000
Plus negative net assets of Premier Express Claims, Inc. 79,648
----------
Excess of purchase price over the historical net assets $1,729,648
==========
The Merger date of Premier Express Claims, Inc. and eAutoclaims.com, Inc. was
July 20, 2000.
Management estimates that the fair market value of the equipment, furniture and
fixtures approximates the cost basis of those assets.
G-5
<PAGE>
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.
eAutoclaims.com, Inc.
Dated 8/14/00
/s/ Eric Siedel
-------------------------
President
