UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 2
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER: 000-25003
ETRAVELSERVE.COM, INC. f/k/a REVENGE MARINE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 36-3051776
-------- ------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
C/O EMO Corporate Services, Inc.
100 N.E. 3rd Ave., Ste.1100
Ft. Lauderdale, FL
(Address of principal executive offices, including zip code)
(305) 643-0334
(Registrants telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d)of
the Securities Exchange Act of 1934 during the preceding
12 months(or for such shorter period that the registrant
was required to file such reports)and (2) has been subject
to such requirements for the past 90 days.
YES [X] NO [ ]
The number of issued and outstanding shares of the
Registrants Common Stock, $0.001 par value, as of
March 31, 2000 was 104,534,201.
1
ETRAVELSERVE.COM, INC.
FORM 10-Q/A AMENDMENT NO. 2
TABLE OF CONTENTS
PAGES
PART I - FINANCIAL INFORMATION.
EXPLANATORY NOTES.............................. 4
PART II - OTHER INFORMATION FINANCIAL STATEMENTS,
PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Item 5. OTHER INFORMATION:
Other Information Explanation.................. 5
FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Financial Statements of Preferred Travel
and Tours, Inc. as of December 31, 1999
and 1998 (audited)..................... 6-16
Financial Statements of Preferred Travel
and Tours, Inc. as of March 31, 2000
(unaudited)............................ 17-19
PRO FORMA FINANCIAL INFORMATION:
etravelserve.com, Inc. pro forma
consolidated condensed balance sheet
as of March 31, 2000 (unaudited)....... 20
etravelserve.com, Inc. pro forma
consolidated condensed income statement
for the three months ended March 31, 1999
(unaudited)............................ 21
etravelserve.com, Inc. pro forma
consolidated condensed income statement
for the nine months ended March 31, 1999
(unaudited)............................ 22
etravelserve.com, Inc. pro forma
consolidated condensed income statement
for the three months ended March 31, 2000
(unaudited)............................ 23
etravelserve.com, Inc. pro forma
consolidated condensed income statement
for the nine months ended March 31, 2000
(unaudited)............................ 24
2
PART II- OTHER INFORMATION FINANCIAL STATEMENTS,
PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS.
(CONTINUED)
Notes to pro forma consolidated condensed
financial statements.................... 25-26
Item 6. EXHIBITS AND REPORTS ON FORM 8-K:
Exhibits.................................. 27-37
27.1 Financial Data Schedule..................... 38
Signature page.................................... 39
3
ETRAVELSERVE.COM, INC
FORM 10-Q/A AMENDMENT NO.2
For the Nine Months Ended March 31, 2000
EXPLANATORY NOTE: Why we are filing this amendment.
We are filing this Amendment to our Quarterly Report on
Form 10-Q for the nine months ended March 31, 2000 to (i)
amend our financial statements for the nine months ended
March 31, 2000 and(ii)to include certain pro forma
financial information relating to our acquisition of
Preferred Travel and Tours, Inc. We hereby amend Part I,
Item 1 and Part II, Items 5 and 6 of our Form 10-Q for
the nine months ended March 31, 2000 as follows.
EXPLANATORY NOTE: Why we are filing this amendment.
This Amendment No. 2 replaces Amendment No. 1 although
there are no differences between the two amendments,
except to correct the presentation of the columns in
the financial statements which had been misaligned.
EXPLANATORY NOTE: Why we are filing this amendment.
This Amendment No. 3 replaces Amendment No. 2 although
there are no differences between the two amendments,
except to correct the presentation of the columns in
the financial statements which had been misaligned.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
PART II. OTHER INFORMATION
Item 5. Other Information
On January 21, 2000 the Company elected to increase
the number of authorized $.001 par value common stock
from 50,000,000 to 500,000,000 shares in order to
accommodate the January 21, 2000 acquisition of J.R.
Solutions, Inc. The Company filed a Report on Form 8-K
reporting its acquisition of J.R. Solutions, Inc. on
January 21, 2000. The Report on Form 8-K contained
information required under Item 1-Change in Control
of Registrant,Item 2-Acquisition and Disposition of
Assets and Item 5-Financial Statements, Pro Forma
Financial Information and Exhibits.
On March 7, 2000, the Companys wholly owned subsidiary,
J.R. Solutions,Inc. ("J.R.") purchased all of the
issued and outstanding shares of capital stock of
Preferred Travel and Tours, Inc., a Florida corporation
(Preferred),pursuant to a Stock Purchase Agreement dated
as of March 7, 2000 (the Agreement)among J.R. and the
owners of all of the capital stock of Preferred.
J.R. acquired all of the capital stock from
Preferred shareholders, amounting to 100 shares
of $1.00 par value common stock, for a negotiated
cash purchase price of $185,000. In addition to
the stock purchase, Richard Kreiger, one of the
Preferred selling shareholders, was issued 50,000
free trading shares of the Companys $.001
par value common stock. In addition, the Company
issued options to purchase the Company's $.001
par value common stock at the exercise price of
$.30 per share to the selling shareholders as follows:
(i)Richard Kreiger, 500,000 shares;(ii) Jordan Warner,
100,000 shares; and (iii)Harriet Warner,100,000 shares.
The funds used to pay for the common stock purchased
pursuant to the agreement were obtained from Allied
Capital Corporation.
Preferred is a travel agency located in Boca Raton,
Florida. J.R. will operate the business of Preferred as
a subsidiary.
5
PREFERRED TRAVEL & TOURS, INC.
AND INDEPENDENT AUDITOR'S REPORT
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998
TABLE OF CONTENTS
-----------------
INDEPENDENT AUDITORS REPORT.......................... 7
BALANCE SHEET......................................... 8
STATEMENT OF OPERATIONS AND RETAINED EARNINGS..... 9
STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY ...... 10
STATEMENT OF CASH FLOWS............................. 11
SCHEDULE OF GENERAL & ADMINISTRATIVE EXPENSE...... 12
NOTES TO THE FINANCIAL STATEMENTS.................. 13-16
6
LARRY LEGEL, CPA
5100 N. Federal Highway, #409
Ft. Lauderdale, FL 33308
(954) 493-8900
INDEPENDENT AUDITORS REPORT
----------------------------
To the Board of Directors of
PREFERRED TRAVEL & TOURS, INC.
Boca Raton, FL
I have audited the accompanying balance sheet of Preferred
Travel & Tours, Inc. as of December 31, 1999 and 1998, and
the related statements of operations and retained earnings,
changes in stockholders equity, and cash flows for the
years ended December 31, 1999 and 1998. These financial
statements are the responsibility of the Companys management.
My responsibility is to express an opinion on these financial
statements based on my audits.
I have conducted my audits in accordance with generally
accepted auditing standards. Those standards require that
I 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. I believe that my
audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, the financial position of Preferred Travel
& Tours, Inc. as of December 31, 1999 and 1998, and the
results of its operations and its cash flows for the years
then ended, in conformity with generally accepted accounting
principles consistently applied.
/s/Larry Legel
Larry Legel
Certified Public Accountant
August 8, 2000
Ft. Lauderdale, Florida
7
PREFERRED TRAVEL & TOURS, INC.
BALANCE SHEET
AS OF
DECEMBER 31, 1999 AND 1998
ASSETS
1999 2000
---- ----
Current Assets:
Cash $ 103 596 $ 363
------- ---
Total Current Assets 103 596 363
------- ---
Other Assets:
Property and Equipment, net 2 926 5 837
Goodwill, net 6 968 7 601
Deposits 2 671 2 676
----- -----
Total Other Assets 12 565 16 114
------ ------
Total Assets 116 161 16 477
======= ======
LIABILITIES AND SHAREHOLDERS EQUITY
LIABILITIES
Current Liabilitites:
Commissions and Vendor's Expense
Payable $ 89 140 $ -
Accrued Expenses 1 257
------
Total Current Liabilities 90 397
------
Long Term Liabilitites:
Note Payable, Shareholder 70 097 75 847
------ ------
Total Long Term Liabilities 70 097 75 847
------ ------
Total Liabilities $ 160 494 $ 75 846
======= ======
SHAREHOLDERS EQUITY (DEFICIT)
Common Shares, $1 par value,
1,000 Shares Authorized, 100 Shares
Issued and Outstanding $ 100 $ 100
Retained Earnings (Deficit) (44 433) (59 469)
------ ------
Total Shareholders Equity (Deficit) (44 433) (59 369)
------ ------
Total Liabilities and Shareholders
Equity $ 116 161 $ 16 477
======= ======
8
The accompanying notes are an integral part of the
Consolidated financial statements
PREFERRED TRAVEL & TOURS, INC.
STATEMENT OF OPERATIONS AND RETAINED EARNINGS
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998
1999 1998
----- -----
Commissions Income $504 949 $ 469 995
Commissions & Vendors Expense 305 451 319 656
------- -------
Gross Profit 199 498 150 339
------- -------
Expenses
General and Administrative,
Schedule, Page 12 184 462 157 675
------- -------
Income (Loss) Before Taxes 15 036 (7 336)
Income Taxes, see note 0 0
--- ---
NET INCOME (LOSS) $ 15 036 (7 336)
Retained Earnings (Deficit),
beginning of year (59 469) (52 133)
------ ------
Retained Earnings (Deficit),
end of year $ (44 433) $ (59 469)
====== ======
Basic and Fully Diluted Earnings
(Loss) Per Share 15.04 (7.34)
===== ====
9
The accompanying notes are an integral part of the
Consolidated financial statements
PREFERRED TRAVEL & TOURS, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998
Common Stock Retained Total
Number of Earnings Shareholders
Shares Value (Deficit) Equity
(Deficit)
Balance December
31, 1997 100 $ 100 $(52 133) $ (52 033)
Net Income (Loss) for
the Year Ended December
31, 1998 (7 336) (7 336)
--- --- ----- -----
Balance December
31, 1998 100 $ 100 (59 469) (59 369)
Net Income for the Year
Ended December
31, 1999 15 036 15 036
--- --- ------ ------
Balance December
31, 1999 100 $ 100 $(44 433) $ (44 333)
=== === ====== ======
Weighted Average
Number of Shares
Outstanding During
1998 100
===
Weighted Average
Number of Shares
Outstanding During
1999 100
===
10
The accompanying notes are an integral part of the
consolidated financial statements
PREFERRED TRAVEL & TOURS, INC.
STATEMENT OF CASH FLOW
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net Earnings (Loss) from
Operations $ 15 036 $ (7 336)
Add Back Depreciation and
Amortization 3 544 2 992
----- -----
18 580 (4 344)
------ -----
Changes in Operating Assets and Liabilities:
(Increase) Decrease in Other Assets 5 -
Increase in Accounts Payable 89 140
Increase(Decrease)in Accrued Expense 1 258 (3 922)
Net Cash Flow from Operations 90 403 (3 922)
------ -----
CASH USED IN INVESTING ACTIVITIES
(Purchase of) Furniture, Fixtures
& Equipment - (4 596)
--- -----
Net Cash used in Investing Activities (4 596)
CASH USED IN FINANCING ACTIVITIES
Increase in (Repayments of) Loans
from Shareholder (5 750) 16 552
(Repayments of) Notes - (3 712)
--- -----
Net Cash used in Financing Activities (5 750) 12 840
----- ------
Increase (Decrease) in Cash $ 103 233 $ (22)
Cash at Beginning of year $ 363 $ 385
--- ---
Cash at End of Year $ 103 596 $ 363
======= ===
11
The accompanying notes are an integral part of the
consolidated financial statements
PREFERRED TRAVEL & TOURS, INC.
SCHEDULE OF GENERAL & ADMINISTRATIVE EXPENSE
FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998
1999 1998
---- ----
Automobile Expense $ 6,105 $ 6,066
Bank Charges 1,001 1,054
Contributions 4,522 -
Equipment Rental 2,172 2,040
Insurance 4,301 4,758
Interest Expense 6,718 10,002
Postage & Delivery 5,667 3,796
Rent 28,767 29,075
Payroll Taxes 14,378 3,716
Telephone 17,029 15,916
Utilities 2,721 2,195
Salaries & Wages 74,893 45,693
Office Expense 8,370 22,746
Depreciation & Amortization 3,544 2,992
Dues & Subscriptions - 1,072
Printing 719 1,971
Repairs 579 1,494
Other Expenses 2,976 3,089
----- -----
Total General & Administrative
Expense $184,462 $157,675
======= =======
12
PREFERRED TRAVEL & TOURS, INC.
NOTES TO THE FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998
HISTORY OF THE CORPORATION AND RELATED PARTY TRANSACTIONS
Preferred Travel & Tours, Inc. is a Florida Corporation
incorporated on December 12, 1995. The Company is a travel
agency located in Boca Raton, Florida. The Company intends
to expand its travel agency operations.
On March 7, 2000 J.R. Solutions, Inc. (J.R.) purchased all
of the issued and outstanding shares of capital stock of
Preferred Travel and Tours, Inc. (Preferred), pursuant to
a Stock Purchase Agreement among J.R. and the owners of
all of the capital stock of Preferred.
The Company became a wholly owned subsidiary of J.R.
Solutions, Inc., as of March 7, 2000. J.R. Solutions,
Inc. is itself a wholly owned subsidiary of
etravelserve.com, Inc.(etravel).
J.R. acquired all of the capital stock from Preferred
shareholders, amounting to 100 shares of $1.00 par value
common stock, for a negotiated cash purchase price of
$185,000. In addition to the stock purchase, Richard
Kreiger, one of the Preferred selling shareholders,
was issued 50,000 free trading shares of etravels
$.001 par value common stock. In addition, etravel
issued options to purchase etravels $.001 par value
common stock at the exercise price of $.30 per share to
the selling shareholders as follows: (i) Richard Kreiger,
500,000 shares; (ii) Jordan Warner, 100,000 shares and
(iii) Harriet Warner, 100,000 shares.
SIGNIFICANT ACCOUNTING POLICIES
Income from travel agency and related expenses are
recorded on a cash basis for annual financial
statement and tax purposes.
The Company adopted the provisions of the Financial
Accounting Standards Board Statement Number 95
Statement of Cash Flow.
The Company considers all cash held in bank to be a
cash equivalent.
13
PREFERRED TRAVEL & TOURS, INC.
NOTES TO THE FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998
PROPERTY EQUIPMENT AND INTANGIBLES
Property, Equipment and Intangibles are carried at cost.
Depreciation and Amortization are provided using accelerated
and straight-line methods over the following useful lives:
Office Furniture............7 years
Office Equipment............5 years
Intangibles (Goodwill).....15 years
FAIR VALUE OF FINANCIAL STATEMENTS
The Companys financial instruments consist principally
of cash and accounts payable. The carrying amounts of
such financial instruments as reflected in the balance
sheet approximate their estimated fair value as of
December 31, 1999 and 1998. The estimated fair value
is not necessarily indicative of the amounts the Company
could realize in a current market exchange or of future
earnings or cash flows.
NET INCOME PER COMMON SHARE
In 1997 the Company adopted SFAS No. 128 Earnings
Per Share. SFAS No. 128 (the "Statement") establishes
standards for computing and presenting earnings per
share (EPS). This Statement replaces the presentation
of primary EPS with a presentation of basic EPS and
requires dual presentation of basic and diluted EPS
on the face of the statement of operations for all
entities with complex capital structures. This
Statement also requires a reconciliation of the
numerator and denominator of the basic EPS computation
to the numerator and denominator of the diluted EPS
computation.
14
PREFERRED TRAVEL & TOURS, INC.
NOTES TO THE FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDE
DECEMBER 31, 1999 AND 1998
INCOME TAXES
The Company had previously elected to be an S
Corporation under IRC Section 1362(a). No income tax
was paid by the Company. Income or loss of the Company
was passed through to the shareholders. Therefore,
no provision or liability for Federal or State income
taxes has been included in the financial statements
through December 31, 1999.
The year end of the Company for tax purposes is December
31st.
Subsequent to year end, on March 7, 2000, the Company
invalidated its S Corporation status when all of the
outstanding shares were sold to a corporation, J.R.
Solutions, Inc., which then became the parent corporation
of the Company and the Company became a wholly owned
subsidiary.
Management has indicated that a stub period S
Corporation income tax return from January 1 to
March 7, 2000 will be filed for the Company as
its final S Corporation return.
Thereafter, the Corporation is responsible for
corporate income taxes from March 7, 2000 forward.
However, management has determined that the Company
will file consolidated income tax returns with its
parent corporation. No provision for income taxes has
been made for the years 1999 or 1998.
INDEBTEDNESS
There were no borrowings from unrelated third parties
for the years ended December 31, 1999 and 1998. The
interest expense was $6,718 for 1999 and $10,002 for
1998. See Related Party Transactions Note.
LITIGATION
The Company is not involved in any asserted or
unasserted claims or actions arising out of the normal
course of its business that in the opinion of the
Company, based upon knowledge of facts and advice
of counsel, will result in a material adverse effect
on the Companys financial position.
COMMON STOCK OPTIONS
There have been no stock options granted by the Company.
However, the parent corporation of the parent corporation
of the Company has issued stock options to certain key
employees and to former shareholders of the Company.
See Related Party Transactions Note.
15
PREFERRED TRAVEL & TOURS, INC.
NOTES TO THE FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998
COMMITMENTS AND CONTINGENCIES
The Company carries liability insurance coverage which it
considers sufficient to meet regulatory and consumer
requirements and to protect the Company's employees,
assets and operations.
The Company, in the ordinary course of conducting its
business, is subject to various state and federal
requirements. In the opinion of management, the
Company is in compliance with these requirements.
The Company's office is located in Boca Raton, Florida.
The Company had an operating lease on its old offices
through May 31, 2000. On March 7, 2000 the Company was
acquired by JR Solutions, Inc. See Related Party
Transactions Note.
Effective June 1, 2000 the parent corporation of the
parent corporation of the Company entered into a new
lease on a new office, also in Boca Raton, Florida.
The future minimum payments reported below primarily
reflect the future cost of lease payments which are
actually not obligated by the Company but by the
Company's parent corporation. As it has been the
policy of etravel, the parent corporation of the
parent corporation, to date, to charge the Company
for the rent for the office space which is being used
by the Company, future minimum payments by year and in
the aggregate under a capital noncancellable operating
lease with a term of five years are as follows:
2000 $ 49,162
2001 82,228
2002 84,695
2003 87,235
2004 89,853
------
Total $393,173
=======
Y2K MATTERS
During 1998 and 1999 the Securities and Exchange
Commission (SEC) had expressed concern in general
over potential Year 2000 problems. As of December 31,
1999 and 1998 management is of the opinion that the
Company did not and will not suffer any problems of a
material nature as a result of any Y2K problems.
16
PREFERRED TRAVEL & TOURS, INC.
BALANCE SHEET
AS OF MARCH 31, 2000
(Unaudited)
ASSETS
Current Assets:
Cash $ 936
---
Total Current Assets 936
---
Other Assets:
Property & Equipment, Net 2,525
Goodwill, Net 6,810
Deposits 2,671
-----
Total Other Assets 12,007
------
Total Assets $ 12,942
======
LIABILITIES & SHAREHOLDERS EQUITY
Liabilities
Commissions & Vendor's Expense $ 657
---
Total Current Liabilities 657
Long Term Liabilities
Note Payable, Shareholder 0
---
Total Liabilities 657
---
Shareholders Equity (Deficit)
Common Shares, $1 par value,
1,000 shares authorized, 100
Shares issued & outstanding 100
Paid In Capital 70,097
Retained Earnings (Deficit) (57,912)
------
Total Liabilities &
Shareholders Equity $ 12,942
======
17
PREFERRED TRAVEL & TOURS, INC.
STATEMENT OF OPERATIONS AND RETAINED EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(Unaudited)
Commission Income $ 223,614
Commission and Vendor Expense 180,613
-------
Gross Profit 43,001
Expenses
General & Administrative 56,480
------
Income(Loss)Before Taxes (13,479)
Income Taxes 0
------
Net Income(Loss) $ (13,479)
======
Retained Earnings(Deficit)
Beginning of Period (44,433)
Retained Earnings(Deficit)
End of Period $ (57,912)
Basic & Fully Diluted
Earnings(Loss)Per Share $ (134.79)
======
18
PREFERRED TRAVEL & TOURS, INC.
STATEMENT OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(Unaudited)
Cash Flows from
Operating Activities
Net Income (Loss) $ (13,479)
Adjustments to
Reconcile net income
To net cash provided
By operating activities
Depreciation & Amortization 559
Commissions & Vendor Expense
Liability (88,484)
Accrued Expenses (1,257)
-------
Net cash (used in) operations (102,660)
-------
Cash Flows from Investing
Activities
-------
Net cash used in investing 0
-------
Cash Flows from Financing
Activities
Principal Payments to Shareholder
Loan (70,097)
Proceeds from Paid-in Capital 70,097
------
Net cash provided by financing 0
------
Net Increase <Decrease> in cash (102,660)
=======
Summary
Cash Balance at End of Period 936
Cash Balance at Beginning of Period 103,596
-------
Net Increase <Decrease> in cash $ (102,660)
=======
19
etravelserve.com, Inc.
(Formerly Revenge Marine, Inc.)
A Development Stage Company
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
MARCH 31, 2000
(Unaudited)
(b)
(a) (d) Pro Forma
etravelserve.com Pro Forma Consolidated
and subsidiaries Adjustments Company
---------------- ----------- -------
ASSETS
Current Assets
Cash $ 87,214 $ - $ 87,214
------ --- ------
Fixed Assets, Net 4,009 - 4,009
----- --- -----
Investments, Net 6,000,000 - 6,000,000
--------- --- ---------
Goodwill and other
intangible assets, net 224,264 (22,725) 201,539
------- ------ -------
Other Assets 2,671 - 2,671
----- --- -----
Total Assets $ 6,318,158 $ (22,725) $ 6,295,432
========= ====== =========
LIABILITIES AND STOCKHOLDERS EQUITY
Total Current
Liabilities $ 645,124 $ - $ 645,124
------- --- -------
Commitments and
Contingencies 54,897 - 54,897
------ --- ------
Shareholders Equity
Preferred stock 488,738 - 488,738
Common stock 104,534 - 104,534
Additional paid-in
capital 10,957,952 - 10,957,952
Retained earnings
(deficit) (5,933,088) (22,725) (5,955,813)
--------- ------ ---------
Total Stockholders
Equity 5,618,136 (22,725) 5,595,411
--------- ------ ---------
Total Liabilities
and Stockholders
Equity $ 6,318,158 $ (22,725) $ 6,295,432
--------- ------ ---------
See accompanying notes
20
etravelserve.com, Inc.
(Formerly Revenge Marine, Inc.)
A Development Stage Company
PRO FORMA CONSOLIDATED CONDENSED INCOME STATEMENT
THREE MONTHS ENDED MARCH 31, 1999
(Unaudited)
(e) (f)
(g) Pro Forma
Preferred Pro Forma Consolidated
etravelserve.com Travel Adjustments Company
---------------- ------ ----------- -------
Operating Revenue $ - $ 105,923 $ - $ 105,923
Selling, General,
and Administrative
Expenses - 157,834 5,871 163,706
--- ------- ----- -------
Operating Income
(Loss) - (51,911) (5,871) (57,783)
--- ------ ----- ------
Other Income
(Expenses), Net - - - -
--- --- --- ---
Net Income(Loss)
from Continuing
Operations $ - $ (51,911) $ (5,871) $ (57,783)
=== ====== ===== ======
Weighted Average
Common Shares
Outstanding 9,054,600 9,054,600
========= =========
Basic and Diluted
Loss per Common
Share from Continuing
Operations - (0.01)
=== ====
See accompanying notes
21
etravelserve.com, Inc
(Formerly Revenge Marine, Inc.)
A Development Stage Company
PRO FORMA CONSOLIDATED CONDENSED INCOME STATEMENT
NINE MONTHS ENDED MARCH 31, 1999
(Unaudited)
(e) (f)
(g) Pro Forma
Preferred Pro Forma Consolidated
etravelserve.com Travel Adjustments Company
---------------- ------ ----------- -------
Operating Revenue $ - $ 338,332 $ - $ 338,332
Selling, General,
and Administrative
Expenses - 397,828 17,614 415,442
--- ------- ------ -------
Operating Income
Loss - (59,496) (17,614) (77,110)
--- ------ ------ ------
Other Income
(Expenses), Net - - - -
--- --- --- ---
Net Income(Loss)
from Continuing
Operations $ - $ (59,496) $(17,614) $ (77,110)
=== ====== ====== ======
Weighted Average
Common Shares
Outstanding 9,054,600 9,054,600
========= =========
Basic and Diluted
Loss per Common
Share from Continuing
Operations - (0.01)
=== ====
See accompanying notes
22
etravelserve.com, Inc.
(Formerly Revenge Marine, Inc.)
A Development Stage Company
PRO FORMA CONSOLIDATED CONDENSED INCOME STATEMENT
THREE MONTHS ENDED MARCH 31, 2000
(Unaudited)
(e) (f)
(g) Pro Forma
Preferred Pro Forma Consolidated
etravelserve.com Travel Adjustments Company
---------------- ------ ----------- -------
Operating Revenue $ - $ 102,175 $ - $ 102,175
Selling, General,
and Administrative
Expenses 826,595 94,185 5,871 926,651
------- ------ ----- -------
Operating Loss (826,595) 7,990 (5,871) (824,476)
Other Income
(Expenses), Net - - - -
--- --- --- ---
Net Income(Loss) $(826,595) $ 7,990 $ (5,871) $(824,476)
======= ===== ===== =======
Weighted Average
Common Shares
Outstanding 44,441,247 44,441,247
========== ==========
Basic and Diluted
Loss per Common
Share from Continuing
Operations $ (0.02) $ (0.02)
==== ====
See accompanying notes
23
etravelserve.com, Inc.
(Formerly Revenge Marine, Inc.)
A Development Stage Company
PRO FORMA CONSOLIDATED CONDENSED INCOME STATEMENT
NINE MONTHS ENDED MARCH 31, 2000
(Unaudited)
(e) (f)
(g) Pro Forma
Preferred Pro Forma Consolidated
etravelserve.com Travel Adjustments Company
---------------- ------ ----------- -------
Operating Revenue $ - $ 490,140 $ - $ 490,140
Selling, General,
and Administrative
Expenses 826,595 364,728 17,614 1,208,937
------- ------- ------ ---------
Operating Income
(Loss) (826,595) 125,412 (17,614) (718,797)
Other Income
(Expenses), Net - - - -
--- --- --- ---
Net Income(Loss)
from Continuing
Operations $ (826,595) $ 125,412 $ (17,614)$ (718,797)
======= ======= ====== =======
Weighted Average
Common Shares
Outstanding 44,441,247 44,441,247
========== ==========
Basic and Diluted
Loss per Common
Share from Continuing
Operations $ (0.02) $ (0.02)
==== ====
See accompanying notes
24
etravelserve.com, Inc.
Notes To Pro Forma Consolidated Condensed
Financial Statements
(Unaudited)
Unaudited Pro Forma Consolidated Condensed Financial Statements
The pro forma consolidated condensed financial statements
are presented to illustrate the effects of the acquisition
on the historical financial position and operating results
of etravelserve.com, Inc. and Preferred Travel and Tours,
Inc. as if the acquisition had occurred on July 1, 1998.
The pro forma consolidated condensed financial statements
are presented for informational purposes only and are not
necessarily indicative of the financial position or results
of operations that would have occurred had the acquisition
been consummated on July 1, 1998. In addition, the pro
forma consolidated condensed financial statements are not
necessarily indicative of the future financial condition
or operating results of etravelserve.com, Inc.
The pro forma adjustments are described in the
accompanying notes and are based upon available
information and certain assumptions that the company
believes are reasonable. The pro forma consolidated
condensed financial statements should be read in
conjunction with the separate historical financial
statements and notes thereto of etravelserve.com, Inc.
and Preferred Travel and Tours, Inc.
Special Notes to the Unaudited Pro Forma Consolidated
Condensed Balance Sheet to Report Assumptions Made:
a) Reflects the historical financial position of
etravelserve.com, Inc. and its subsidiary, JR
Solutions, Inc.; and Preferred Travel and Tours,
Inc., which is itself a subsidiary of JR Solutions,
Inc. at March 31, 2000.
b) Reflects the pro forma financial position of
etravelserve.com, Inc. and its subsidiary JR
Solutions, Inc.; and Preferred Travel and Tours,
Inc., which is itself a subsidiary of JR Solutions,
Inc. at March 31, 2000, assuming the acquisition
occurred on July 1, 1998.
c) The allocation of the purchase price, assuming the
acquisition occurred on July 1, 1998, is as follows:
Working Capital, net $ (49,853)
Goodwill 234,853
-------
Total $ 185,000
=======
25
etravelserve.com, Inc.
Notes To Pro Forma Consolidated Condensed
Financial Statements
(Unaudited)
Notes to the Unaudited Pro Forma Consolidated Condensed
Balance Sheet(Continued)
d) Pro forma adjustments to record the acquisition as
of July 1, 1998 reflect a net decrease of $22,725
in the net carrying amount of goodwill at March 31,
2000, calculated as follows:
Increase in carrying
amount of goodwill $ 18,374
Increase in accumulated
amortization of good will (41,099)
------
Total $ (22,725)
======
Special Notes to the Unaudited Pro Forma Consolidated
Condensed Income Statements to Report Assumptions Made:
e) The income statements for etravelserve.com, Inc.
reflect the historical operating results of
etravelserve.com, Inc. and its wholly owned
subsidiary, JR Solutions, Inc.
f) The pro forma consolidated condensed income
statements only reflect the results of continuing
operations of the companies and do not include
the discontinued marine operations described in
Note 2.
g) Pro forma adjustments to record the acquisition
date as of July 1, 1998 reflect an increase in
amortization of goodwill of $5,871 for the three
months ended March 31, 2000 and 1999 and $17,614
for the nine months ended March 31, 2000 and 1999.
26
EXHIBITS
1. Reports on Form 8-K
1. The Company filed a Report on Form 8-K reporting its
acquisition of J.R. Solutions, Inc. on January 21, 2000. The
Report on Form 8-K contained information required under Item
1-Change in Control of Registrant; Item 2-Acquisition and
Disposition of Assets; and Item 5-Financial Statements,
Pro Forma Financial Information and Exhibits. Form 8-K
was filed on May 15, 2000 reporting information under
Item 5, Other Events.
27
STOCK PURCHASE AGREEMENT
Exhibit 2.1
THIS STOCK PURCHASE AGREEMENT is entered into on March 7,
2000, by and between RICHARD KRIEGER, JORDAN WARNER and
HARRIET WARNER ("Sellers") and JR SOLUTIONS, INC., a
Delaware corporation ("Buyer").
Sellers own all of the outstanding common stock (collectively,
the Shares) of PREFERRED TRAVEL AND TOURS, INC., a Florida
corporation (the Company). Buyer wishes to purchase
and Sellers wish to sell the Shares.
THEREFORE, in consideration of the mutual promises,
covenants and conditions set forth herein, the parties
hereby agree as follows:
1. Purchase and Sale of the Shares. Upon the terms and
subject to the conditions set forth in this Agreement,
Sellers agree to sell and deliver the Shares to Buyer and
Buyer agrees to purchase the Shares from Sellers, free and
clear of all liens, charges or encumbrances of any kind or
nature whatsoever. The purchase and sale shall take place
at a closing (the Closing) to be held at the offices of
Buyers attorneys on March 7, 2000 (the Closing Date).
2. Purchase Price and Payment. The total purchase price
to be paid by Buyer for the Shares shall be $185,000 in
cleared funds.
3. Assets of the Company. The assets to be owned by
the Company on the Closing Date shall include all assets
of any nature used or owned by the Company in the conduct
of its business, including without limitation, all sales
and service agreements with customers, suppliers,
forwarders and others, product inventory, furniture,
fixtures, equipment, accounts receivable, work in process,
customer deposits, trade names, goodwill, customer lists,
leasehold interests (including the lease for the Company's
business premises), leasehold improvements, signs, tools,
photocopy machines, telephone numbers, telephones and
related equipment, storage facilities, office supplies,
reference manuals and catalogs, sales training materials,
video tapes, and other tangible and intangible assets
used or useful in the Company's business, all free and
clear of any liens and encumbrances other than liabilities
for payment of commissions or overrides from accounts
receivable, and for provision of services for which
customer deposits have been received, which liabilities
will remain liabilities of the Company.
28
STOCK PURCHASE AGREEMENT
Exhibit 2.1(Continued)
4. Representations and Warranties of Sellers.
Sellers represent and warrant to the Buyer that each
of the following items is true and correct as of the
date hereof and will be true and correct as of the
Closing Date. The obligation of Buyer to consummate
the transaction described herein is conditioned upon
each of the following representations and warranties
being true in all material respects as of the Closing
Date.
4.01 Good Standing. The Company is a corporation
duly organized and existing and in good standing
under the laws of the State of Florida, and is duly
authorized to carry on its business and to own and
lease its properties as and in the places where such
properties are now owned, leased or operated. The
Company has never had and does not now have any
subsidiaries.
4.02 Title to Assets. The Company has good and
marketable title to its assets as described above,
subject to no mortgage, conditional sales agreement,
charges, liens, or encumbrances, or any other assignment
of rights and/or interests.
4.03 Financial Statements. Attached hereto as
Schedule 4.03 are the Companys balance sheet as
of December 31, 1999, and the Company's income
statement for the period ended December 31, 1999.
Such financial statements (including any related
schedules and/or notes) are true and correct in
all material respects, and show all liabilities,
direct and contingent, required to be shown in
accordance with the principles of GAAP, subject
to year end adjustments. From the date of such
financial statements to the date of this Agreement,
there has been no material change in the assets,
liabilities, financial condition, business or
prospects of the Company from that reflected in
such financial statements, other than changes in
the ordinary course of business, none of which have
been, either in any case or in the aggregate,
materially adverse. Within 60 days of the Closing
Date, Sellers will cause to be prepared and delivered
to Buyer audited financial statements for the Company
as of and for the fiscal years ended December 31,
1998 and 1999.
29
STOCK PURCHASE AGREEMENT
Exhibit 2.1(Continued)
4.04 Title to Shares. Sellers have and will convey
to Buyer at the Closing good and marketable title to
the Shares, free and clear of any and all liens,
trusts, claims, charges, restrictions, security
agreements and other encumbrances of any kind or
nature whatsoever. The Shares represent all of
the outstanding stock of the Company. There are
no outstanding options, rights or agreements of
any kind relating to the issuance, sale or transfer
of any capital stock or other equity security of
the Company to any person.
4.05 Bank Accounts. Schedule 4.05 attached hereto
sets forth the names and locations of all financial
institutions (and the names of the accounts therein)
at which the Company maintains safe deposit boxes or
accounts of any nature and the names of all persons
authorized to make withdrawals therefrom or have
access thereto.
4.06 Leases and Contracts. Except as listed on
Schedule 4.06, the Company is not a party to any
written or oral (i) contract not made in the
ordinary course of business, (ii) employment
contract which is not terminable without cost or
other liability to the Company upon notice of
thirty (30) days or less, (iii) contract with any
labor union, (iv) bonus, pension, profit-sharing,
retirement, share purchase, hospitalization
insurance or similar plan providing employee
benefits, (v) lease or sublease with respect to
any property, real or personal, whether as lessor
or lessee, (vi) advertising contract or contract
for public relations services, (vii) continuing
contract for the purchase of materials, supplies
or equipment, or (viii) contract continuing for a
period of more than thirty (30) days or which is not
terminable without cost or other liability to the
Company or its successors. Copies of all such leases
and contracts (including all amendments and
modifications thereto) will be furnished to Buyer
within 10 days of the date of this Agreement.
Such leases and contracts are valid, enforceable
and in full force and effect, and the Company and
all other parties thereto are not now in material
default or materially in arrears in the performance
or satisfaction of any agreement or condition on
their respective parts to be performed or satisfied
thereunder.
4.07 Current Employees. Schedule 4.07 is an accurate
and complete list of all salaried employees of the
Company and the title and salary of each. The
Company is not in default with respect to any
obligation due to any such person.
30
STOCK PURCHASE AGREEMENT
Exhibit 2.1(Continued)
4.08 Insurance. Schedule 4.08 attached hereto is
an accurate and complete list and brief description
of all policies of fire, liability and other forms
of insurance held by the Company.
4.09 Tax Filings and Payment. The Company has
filed all federal, state and local governmental
tax returns required to be filed in accordance
with applicable law and has paid all taxes and
assessments (including, without limitation, income,
excise, unemployment, social security, occupation,
franchise, property, sales, and import taxes,
duties or charges and all penalties and interest
in respect thereto) required to have been paid to
date. Sellers agrees to indemnify Buyer and the
Company for any federal, state or local tax liability
not fully set forth and provided for in the Companys
financial statements.
4.10 Litigation. There are no legal, quasi-judicial
or administrative actions, suits or proceedings of
any kind or nature now pending or threatened before
any court or administrative body in any manner
involving the Company or any of its assets or
shares of capital stock, or which may adversely
affect the power or authority of Sellers to transfer
the Shares in accordance with this Agreement.
4.11 No Breach. The consummation of the transactions
contemplated by this Agreement and compliance with
the provisions hereof will not conflict with or result
in a breach of the terms, conditions or provisions of,
any order of any court or other agency of government,
the charter or bylaws of the Company, or any note,
debenture, mortgage, loan agreement or other
instrument to which Sellers or the Company is a
party, or by which it is bound, or result in the
creation or imposition of any lien, charge or
encumbrance of any kind whatsoever on any of the
assets of the Company.
4.12 No Broker. No broker, finder or other
intermediary has acted on behalf of Sellers in
connection with the transactions contemplated
herein, or is owed any fee or other compensation
as a result of this transaction.
4.13 Compliance with Laws. The Company has complied
with, and is not in violation of, any federal, state
or local statutes, laws or regulations applicable
to the conduct of its business.
31
STOCK PURCHASE AGREEMENT
Exhibit 2.1(Continued)
4.14 Survival. All representations and warranties
contained herein will be true in all material respects
as of the Closing as though made at such time and will
survive the consummation of the transactions
contemplated by this Agreement.
4.15 Indemnity. Sellers agree to indemnify and hold
Buyer harmless from and against any and all losses,
claims, demands, liabilities, suits, actions, costs
and expenses (including, without limitation,
reasonable attorneys' fees, expenses and court costs)
arising out of the inaccuracy of any of Sellers
representations or warranties contained herein.
5. Covenants of Sellers. Sellers represent and covenant
to Buyer that pending completion of the transaction
contemplated hereby and as of the Closing Date:
5.01 Each representation and warranty set forth in
Section 4 hereof shall be true and correct in all
material respects.
5.02 Sellers will cause the Company to maintain
itself at all times up to and including the Closing
Date as a duly licensed corporation in good standing
under the laws of its state of incorporation.
5.03 Sellers will cause the Company to function
in the ordinary course of business and in a good
and efficient manner in keeping with the Company's
customary practices.
5.04 Sellers will afford Buyer and its accountants,
attorneys, consultants, representatives, agents and
employees, at all reasonable times, access to the
Company's books, files, records and insurance policies
for the purpose of audit, inspection and examination
thereof, and will do everything reasonably necessary
to enable Buyer to make a complete examination of the
Company and the condition thereof. All information so
obtained by Buyer and its representatives, agents, and
employees shall be kept confidential.
5.05 Sellers will not cause or allow the Company
to mortgage, pledge or allow any lien to be placed
upon any of its assets.
5.06 Sellers will not cause or allow the Company
to acquire additional assets or dispose of any
assets, or in any way obligate itself to do so,
except in the ordinary course of business.
32
STOCK PURCHASE AGREEMENT
Exhibit 2.1(Continued)
5.07 Sellers will cause the Company to keep all
of its insurable assets insured in accordance with
its present practice, and it will maintain,
preserve and keep all improvements on property
constituting a part of the assets in a good
condition and state of repair, reasonable wear
and tear or damage or loss by fire, storm or
other casualty loss excepted.
5.08 Sellers will not cause or allow the
Company to enter into any contract or commitment,
or incur or agree to incur any liability, or make
any capital expenditures, except in the normal
course of business.
5.09 Sellers will not cause or allow the Company
to increase compensation payable or to become
payable to any officer, employee or agent.
6. Representations and Warranties of Buyer. Buyer
represents and warrants to the Sellers that each of
the following items is true and correct as of the date
hereof and will be true and correct as of the Closing
Date. The obligation of Sellers to consummate the
transaction described herein is conditioned upon each
of the following representations and warranties being
true in all material respects as of the Closing Date.
6.01 Good Standing and Authority. The Company is
a corporation duly organized and existing and in
good standing under the laws of the State of Florida,
and is duly authorized to carry on its business and
to own and lease its properties as and in the places
where such properties are now owned, leased or
operated. Buyer has all requisite corporate power
and authority to enter into this Agreement and any
Related Agreement to which it is a party and to
consummate the transactions contemplated hereby
and thereby. The execution and delivery of this
Agreement and any Related Agreement to which it is
a party and the consummation of the transactions
contemplated hereby and thereby have been duly
authorized by all necessary corporate action on
the part of Buyer.
6.02 Litigation. There are no actions, suits,
proceedings, claims, arbitration's or investigations
pending, or as to which Buyer has received any notice,
against Buyer which in any manner challenges or seeks
to prevent, enjoin, alter or materially delay any
of the transactions contemplated by this Agreement.
33
STOCK PURCHASE AGREEMENT
Exhibit 2.1(Continued)
6.03 Indemnity. Buyer agrees to indemnify and hold
Sellers harmless from and against any and all losses,
claims, demands, liabilities, suits, actions, costs
and expenses (including, without limitation,
reasonable attorneys' fees, expenses and court costs)
arising out of the inaccuracy of any of Buyer's
representations or warranties contained herein.
7. Covenants of Buyer. Buyer represents and covenants
to Sellers that from and after the Closing Date:
7.01 Buyer will operate the Company within the
parameters of good ethics and business practices like
those set forth by the American Society of Travel
Agents.
7.02 Each of the Sellers shall remain on the IATAN
List with access and use of all privileges due to them
as past owners and current members of the travel
industry. Any travel by a Seller that has a
purchase cost attached to it will be paid to
the Company on a Anet basis.
8. Additional Agreements.
8.01 Financing. Subject to the completion of a
detailed business plan, use of proceeds and pro
forma three year projections, Buyer will use its
best efforts to undertake within six months a public
offering for the sale of $6,000,000 of common stock
by the Buyer or an affiliate in order to fund the
execution of the business plan for the travel
industry.
8.02 Employment Agreement. At Closing, Buyer and
Seller will enter into the Employment Agreement
attached hereto as Schedule 8.02.
8.03 ARC Bond. The $20,000 bond currently pledged
by Jordan Warner personally in connection with
the Company's ARC license is specifically not
included as an asset of the Company for purposes
of this transaction. The bond will be replaced by
Buyer as soon as possible and the Company and Buyer
will indemnify Warner against any claims made against
the bond in connection with any activities of the
Company after the Closing Date.
34
STOCK PURCHASE AGREEMENT
Exhibit 2.1(Continued)
8.04 GIRGIR Agreement. The Company has been
negotiating a proposed transaction known as the
AGIRGIR@ transaction. If this proposed
transaction comes to fruition, it shall be a
transaction with the Company, and special
compensation to Richard Krieger for his efforts
in bringing the transaction to fruition will be
negotiated between Krieger and the Company.
Krieger and the Company agree that without
negotiation of such mutually satisfactory
compensation, the transaction will not be
consummated by either Krieger of the Company.
9. Closing. At Closing, Buyer will deliver to
Seller the purchase price and the Employment Agreement;
and Seller shall deliver to Buyer (a) the certificates
representing the Shares, accompanied by stock powers
duly executed, (b) notice of termination of any
existing employment agreements between Seller
and the Company, (c) resignations from all positions
as officers and directors of the Company, (d) the
Employment Agreement, (e) the Minute Book for the
Company and (f) such other documents and certificates
as are required by this Agreement and those which may
reasonably be requested by counsel to Buyer.
10. Arbitration. Any controversy or claim arising out
of or relating to this Agreement, or the breach thereof,
shall be settled by binding arbitration in Broward County,
Florida, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association, and
judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof.
The arbitration shall be conducted before and by a
single arbitrator selected by the parties. If the
parties have not selected an arbitrator within 10 days
of written demand for arbitration, the arbitrator shall
be selected by the American Arbitration Association
pursuant to the then current rules of that Association.
The expenses of arbitration shall be divided equally
between the parties. The duty to arbitrate shall
survive the cancellation or termination of this
Agreement.
11. Miscellaneous.
11.01 Headings. The subject headings used in
this Agreement are included for purposes of
convenience only and shall not affect the
construction or interpretation of any of
its provisions.
35
STOCK PURCHASE AGREEMENT
Exhibit 2.1(Continued)
11.02 Modifications and Waiver. This Agreement
constitutes the full and accurate understanding and
agreement between the parties pertaining to its
entire subject matter and supersedes all prior
agreements, representations and understandings
of the parties. No supplement, modification or
amendment of this Agreement shall be binding unless
executed in writing by both parties. No waiver of
any provision of this Agreement shall be deemed,
or shall constitute, a waiver of any other provision,
whether or not similar, nor shall any waiver constitute
a continuing waiver or a waiver of any future or past
breach or violation of any such provision or of any
other provision. No waiver shall be binding unless
executed in writing by the party making the waiver.
11.03 Parties. Nothing in this Agreement, whether
express or implied, is intended to confer any rights
or remedies under or by reason of this Agreement on any
persons other than the parties to it and their
respective successors and assigns, nor is anything
in this Agreement intended to relieve or discharge
the obligation or liability of any third persons to
any Party to this Agreement, nor shall any provision
give any third persons any right of subrogation or
action over against any party to this Agreement.
11.04 Further Assurances. The parties will execute
and deliver such further documents and take such further
actions as may reasonably be requested by counsel for
any party in order more fully to carry out the
intentions of this Agreement.
11.05 Attorney's Fees. In addition to all other
remedies available to either party hereto, the
prevailing party in any proceeding brought by
reason of any breach, or alleged breach, of this
Agreement shall be entitled to recover reasonable
attorneys' fees and costs.
11.06 Notices. Any notice, communication, request,
reply or advice hereunder (a "Notice") must be in
writing and may be given by registered or certified
mail, with return receipt requested, or by hand
delivery or facsimile. Notice deposited in the
mail as set forth above shall be effective three
business days after it is so deposited. Notice
given in any other manner shall be effective when
received by the party to whom it is given.
11.07 Governing Law. This Agreement shall be
governed by and construed in accordance with the
laws of the State of Florida.
36
STOCK PURCHASE AGREEMENT
Exhibit 2.1(Continued)
11.08 Counterparts. This Agreement may be
executed in any number of counterparts each one
of which shall be deemed an original.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date set forth above.
JR SOLUTIONS, INC. ____________________
RICHARD KRIEGER
By:__________________________ ___________________
Paul R. Johnson, President JORDAN WARNER
___________________
HARRIET WARNER
INDEX OF SCHEDULES
Schedule 4.03 Financial Statements
Schedule 4.05 Bank Accounts
Schedule 4.06 Leases and Contracts
Schedule 4.07 Current Employees
Schedule 4.08 Insurance Policies
Schedule 8.02 Employment Agreement
37
EXHIBIT 27.1
LEGEND
This schedule contains summary financial information extracted
from the accompanying financial statements and is qualified in
its entirety by reference to such financial statements.
Multiplier None
Period 9 Months
Fiscal Year End June 30, 2000
Period Start July 1, 1999
Period End March 31, 2000
Cash 87,214
Securities 6,000,000
Receivables 0
Allowances 0
Inventory 0
Current Assets 87,214
PP&E 4,009
Depreciation 0
Total Assets 6,318,158
Current Liabilities 645,124
Bonds 0
Preferred Mandatory 0
Preferred 488,738
Common 104,534
Other-SE 5,860,972
Total Liability and Equity 6,318,158
Sales 11,249
Total Revenues 11,249
CGS 0
Total Costs 847,357
Other Expenses 0
Loss-provision 0
Interest-Expense 0
Income-Pretax (836,108)
Income-tax 0
Income-Continued (836,108)
Discontinued 0
Extraordinary Changes 0
Net Income (836,108)
EPS-Primary (.11)
EPS-Diluted (.11)
Form 10-Q3Q2
38
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 thereunto duly authorized.
Date: August 15, 2000 ETRAVELSERVE.COM, INC.
By /s/Paul R. Johnson
Paul R. Johnson
President and Chief Executive Officer
39
