AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 2000
REGISTRATION STATEMENT NO. 333-92849
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT #4
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GO2PHARMACY, INC.
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(FORMERLY GO2PHARMACY.COM, INC.)
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
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FLORIDA 5961 592 600 232
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(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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6950 BRYAN DAIRY ROAD
LARGO, FL 33777
(727) 544-8866
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(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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KOTHA S. SEKHARAM, PRESIDENT
6950 BRYAN DAIRY ROAD
LARGO, FL 33777
(727) 544-8866
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(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
GREGORY SICHENZIA, ESQ. ARTHUR S. MARCUS, ESQ.
SICHENZIA, ROSS & FRIEDMAN, LLP GERSTEN, SAVAGE & KAPLOWITZ LLP
135 WEST 50TH STREET, 20TH FLOOR 101 E. 5ND STREET
NEW YORK, NEW YORK 10020 NEW YORK, NEW YORK 10022
(212) 664-1200 (212) 752-9700
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), check the following box: [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED SECURITY(1) PRICE(1) FEE
-------------------------------------------------- ------------ ------------------ ------------------ ------------
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Common Stock, $.01 par value(2)..................... 1,150,000 $ 8.00 $9,200,000 $2,429
Underwriter's Warrants(3) .......................... 100,000 $ 0.01 $ 100 (4)
Common Stock, $.01 par value(5) .................... 100,000 $ 13.20 $1,320,000 $ 349
TOTAL .............................................. $ 10,520 $2,778
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(1) Estimated solely for the purpose of determining the registration fee.
(2) Includes 150,000 shares of common stock, $.01 par value per share, subject
to sale upon exercise of the Underwriter's over-allotment option.
(3) The Underwriter's Warrant is for the purchase of common stock, $.01 par
value per share.
(4) No fee pursuant to Rule 457(g).
(5) Represents shares of common stock, $.01 par value per share, issuable to
the underwriter upon exercise of the underwriter's warrants.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY CHANGE. WE MAY NOT
SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION DATED SEPTEMBER 18, 2000
[GRAPHIC OMITTED]
GO2PHARMACY, INC.
1,000,000 Shares of Common Stock
We are selling 1,000,000 shares of our common stock. The underwriters
named in this prospectus have an option for 45 days to purchase up to 150,000
additional shares of our common stock at the offering price to cover any
over-allotments.
This is the initial public offering of our common stock. We have applied
to have the common stock included for quotation on The Nasdaq SmallCap Stock
Market under the symbol "GORX."
Your investment in our common stock involves a high degree of risk. Before
investing in our common stock, you should consider carefully the risks
described under "Risk Factors" beginning on page 5.
================================================================================
THE OFFERING PER SHARE TOTAL
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Public Offering Price .......................... $ 8.00 $8,000,000
Underwriting Discounts and Commissions ......... $ 0.80 $ 800,000
Proceeds to Go2Pharmacy ........................ $ 7.20 $7,200,000
================================================================================
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS COMPLETE OR ACCURATE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
UTENDAHL CAPITAL PARTNERS, L.P.
The date of the prospectus is .
<PAGE>
NOTICE TO CALIFORNIA RESIDENTS
This offering was approved in California on the basis of a limited
offering qualification. Investors must meet a "super suitability" standard of
not less than $250,000 liquid net worth (exclusive of home, home furnishings
and automobiles), plus $65,000 gross annual income or $500,000 liquid net worth
or $1,000,000 net worth (inclusive) or $200,000 gross annual income. We did not
have to demonstrate compliance with some or all of the merit regulations of the
California Department of Corporations, as found in Title 10, California Code of
Regulations, Rule 260.140 et seq.
Residents of the State of California will be unable to sell shares of
common stock they purchase in this offering, and investors residing in all
other states will be unable to sell shares of common stock they purchase in
this offering to California residents, pursuant to exemptions for secondary
trading available under California Corporations Code ss.25104(h), as such
exemptions have been withheld. However, there may be other exemptions to cover
private sales by the bona fide owners of our securities for such owners' own
account without advertising and without being effected by or through a broker
dealer in a public offering.
NOTICE TO OKLAHOMA RESIDENTS
Sales in the state of Oklahoma may only be made to accredited investors,
as defined in Rule 501 of Regulation D under the Securities Act of 1933, and to
purchasers that have a net income of $65,000 and a net worth (exclusive of
home, home furnishings and automobiles) of $250,000; or a net worth (exclusive
of home, home furnishings and automobiles) of $500,000. In all purchases by
non-accredited investors, the total investment may not exceed 10% of the
purchaser's liquid net worth.
<PAGE>
PROSPECTUS SUMMARY
Go2Pharmacy, Inc.
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Our Business ......... We primarily manufacture dietary supplements, over-the-counter drugs,
and health and beauty care products for others (a process known as
private label manufacturing). Our private label customers include mass
marketing companies, physicians, universities, network marketing and
direct sales companies. In addition, we develop, manufacture and
distribute our own branded dietary supplements and health and beauty
care products. Our branded product customers are retail consumers,
marketing companies, wholesalers and retailers, including independent
pharmacies, regional and national chain drug stores, direct mail
companies, mass merchandisers, deep discounters and brokers. Some of
our branded products include "Nutrisure(TM)" meal replacement powder,
"Physician's Pharmaceuticals(TM)" dietary supplements, and "Arth-Aid(TM)"
roll-on and cream for arthritis. We are currently expanding our business
to launch an online business to business portal and a pharmacy benefit
management division for institutional customers. Our online customers
will include wholesale, institutional, and business to business customers.
Simultaneous with this offering, we will acquire the Delaware
corporation Go2Pharmacy.com, Inc. and launch our web site under
www.go2pharmacy.com, a business to business portal for healthcare and
pharmacy product resources. Through our web site, we will provide
over-the-counter drugs, durable medical equipment, medical supplies
and health and beauty care products directly to nursing homes, assisted
living facilities, and personal care residences across the country. We
currently have a contracted membership roster of approximately 70
nursing homes, representing approximately 20,000 beds, through a
partnership with The Greater New York Health Care Facilities
Association.
In addition, we are in the process of forming a new pharmacy benefit
manager division which will administer drug benefits for member based
health organizations nationwide. We intend to enter into contractual
relationships with health maintenance organizations, insurance
companies, preferred provider organizations, corporate health plans and
self-insured labor union plans to provide pharmacy benefit management
services to their members.
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Our Industry .................. The total United States market for vitamins, and nutritional and herbal
supplements is estimated at $29.9 billion annually by The Nutrition
BUSINESS JOURNAL.
The market for over-the-counter drugs is $29 billion, health and beauty
aids $29 billion, and vitamins and nutritional supplements $9 billion in
1998, as estimated by Corporate Research Group.
According to Corporate Research Group, the pharmacy benefit
management market had revenues of approximately $20 billion in 1998,
up 4% since 1997. Membership among the top 13 pharmacy benefit
managers was 226.6 million lives in 1998, which accounted for
approximately 38% of the 2.6 billion prescriptions dispensed in the
United States in 1998.
Our Strategy .................. Our strategy is to build a multi-faceted business that capitalizes on the
Internet's efficiency to link our manufacturing operations directly to our
customers. We are developing sales and marketing strategies to build
our web site recognition among long-term care facilities and other
health product consumer organizations, while building brand awareness
of our proprietary products.
Our Manufacturing
Operations ................... We conduct manufacturing operations from our 33,222 square foot
production, laboratory and office facility, located in Largo, Florida, and
our 9,694 square foot manufacturing facility, located in Tampa, Florida.
Our Principal Offices ......... Our principal executive offices are located at 6950 Bryan Dairy Road,
Largo, Florida 33777 and our telephone number is (727) 544-8866. We
are a Florida corporation, incorporated on September 3, 1985.
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2
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THE OFFERING
Shares Outstanding ......... We have 6,015,000 shares of common stock and 150,000 shares of series
A preferred stock outstanding prior to this offering, assuming
completion of the transactions described in this prospectus.
Shares Offered ............. We are offering 1,000,000 shares of our common stock. Upon
completion of the offering there will be 7,015,000 shares of common
stock and 150,000 shares of series A preferred stock outstanding. We
have granted the underwriters of this offering a 45-day option to
purchase 150,000 shares of common stock to cover any over-allotments.
Use of Proceeds ............ We intend to use the net proceeds of this offering for business
expansion, web site development, marketing and advertising efforts,
debt retirement, computer hardware and software upgrades, and
general working capital purposes which may include the acquisition of
an institutional pharmacy.
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3
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SUMMARY SELECTED FINANCIAL DATA
The summary financial data set forth below have been derived from our
audited and unaudited financial statements included in this prospectus
beginning on page F-1.
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YEAR ENDED THREE MONTHS ENDED
MARCH 31, JUNE 30,
1999 2000 1999 2000
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(UNAUDITED) (UNAUDITED)
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Statements of Operations Data:
Revenues ............................................. $4,845,876 $5,831,896 $1,363,782 $1,535,838
Cost of goods sold ................................... 3,419,046 3,808,640 1,021,357 894,258
---------- ---------- ---------- ----------
Gross profit ......................................... 1,426,830 2,023,256 342,425 641,580
Selling, general and administrative expenses ......... 1,504,514 2,094,838 458,648 553,350
---------- ---------- ---------- ----------
Income (loss) from operations ........................ (77,684) (71,582) (116,223) 88,230
Other income (expenses), net ......................... (158,721) (222,974) 19,000 (64,421)
---------- ---------- ---------- ----------
Income (loss) before income taxes .................... (236,405) (294,556) (97,223) 23,809
Income taxes ......................................... -- -- -- --
---------- ---------- ---------- ----------
Net income (loss) .................................... $ (236,405) $ (294,556) $ (97,223) $ 23,809
========== ========== ========== ==========
Basic and diluted income (loss) per share ............ $ (0.08) $ (0.10) $ (0.03) $ 0.01
========== ========== ========== ==========
Basic and diluted weighted average number of
common shares outstanding .......................... 3,000,000 3,000,000 3,000,000 3,000,000
========== ========== ========== ==========
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AS OF
JUNE 30, 2000
-------------------------------
AS OF
MARCH 31, 2000 ACTUAL AS ADJUSTED
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(UNAUDITED) (UNAUDITED)
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Balance Sheets Data:
Cash and cash equivalents ........................... $ -- $ 18,944 $ 5,016,745
========== ========== ===========
Working capital (deficit) ........................... $ (657,533) $ (638,371) $ 5,659,002
========== ========== ===========
Total assets ........................................ $4,866,368 $5,270,879 $10,268,680
========== ========== ===========
Long-term obligations, less current portion ......... $ 509,362 $ 457,427 $ --
========== ========== ===========
Shareholders' equity (deficit) ...................... $ (596,812) $ (573,003) $ 6,181,797
========== ========== ===========
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The numbers in the column captioned "As Adjusted" under the heading "As of
June 30, 2000" have been adjusted to reflect our sale of 1,000,000 shares of
common stock at an assumed public offering price of $8.00 per share, our
application of the estimated net proceeds and the acquisition of the Delaware
corporation Go2Pharmacy.com, Inc.
4
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RISK FACTORS
An Investment in our common stock involves a high degree of risk. Before
deciding whether to invest, you should read and consider carefully the
following risk factors.
RISKS RELATED TO OUR BUSINESS AND INDUSTRY
OUR BUSINESS IS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION WHICH MAY IN
THE FUTURE AFFECT OUR OPERATIONS OR INCREASE OUR BUSINESS COSTS. Numerous state
and federal government agencies extensively regulate the manufacture,
packaging, labeling, advertising, promotion, distribution and sale of our
products. Specifically, our pharmacy and dietary supplement operations are
subject to significant regulatory and licensing requirements, as are our
pharmacy benefit management services. The broad and subjective language used in
legislation regulating our business often makes strict compliance difficult to
achieve; however, we employ a full-time compliance officer for this purpose.
Nonetheless, our failure or inability to comply with applicable laws and
governmental regulations may result in civil and criminal penalties that could
materially and adversely affect our business.
In addition to current government regulation, the U.S. House of
Representatives Committee on Commerce and the General Accounting Office are
reviewing the regulation of online pharmacies to curb unlicensed prescription
sales over the Internet. Current proposals before these committees include
increasing industry reporting and monitoring guidelines, as well as improving
patient record confidentiality and security standards under the Health
Insurance Portability and Accountability Act of 1996. If implemented, these
regulatory changes may increase our operating costs or effect our ability to
freely transmit confidential medical information over the Internet. Either of
these changes could materially and adversely affect our business.
OUR BUSINESS MAY EXPERIENCE SIGNIFICANT VOLATILITY IN QUARTERLY EARNINGS
AND COMMON STOCK VALUE WHICH COULD RESULT IN SIGNIFICANT VOLATILITY IN THE
PRICE OF OUR COMMON STOCK. Our quarterly operating results could fluctuate due
to many factors, including:
o trends and general conditions in the pharmacy and health product
industry, our ability to recognize these trends and market new products
that effectively respond to them;
o our introduction of new products;
o our competitors' introduction of new products;
o the loss of one or more significant customers;
o increased media attention on the use and efficacy of dietary
supplements;
o consumers' perceptions of our products and operations, or those of our
competitors; and
o the availability of raw materials from our suppliers.
Our failure to produce operating results that meet securities analysts' or
investor expectations in one or more quarters may materially and adversely
affect the price of our common stock and our business.
OUR ONLINE SERVICES MAY NOT BE ABLE TO ATTRACT AND MAINTAIN BUSINESS TO
BUSINESS CUSTOMERS WHICH COULD HINDER ITS ABILITY TO BECOME PROFITABLE. Our web
site competes with both e-commerce and traditional shopping methods for dietary,
health and beauty care and pharmaceutical products. Due to this competition, we
may not be able to convert customers from traditional shopping methods or draw
them from our online competitors. Among other things, our potential customers
may be concerned with shopping at our web site due to shipping costs, delivery
time, product availability,
5
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credit security, confidentiality, and customer service. We may be delayed in
building a substantial customer base due to these customer concerns.
OUR BUSINESS IS GREATLY AFFECTED BY MEDIA PUBLICITY, WHETHER OR NOT OUR
PRODUCTS ARE INVOLVED, WHICH COULD ADVERSELY AFFECT SALES OF OUR PRODUCTS. We
are highly dependent upon consumers' perceptions of the safety and quality of
our products, as well as products distributed by other companies. National
media publicity associated with mistakes in prescription deliveries or
labeling, or illness or other harmful effects caused by the use of our products
(or similar products distributed by other companies) may adversely affect our
business. In addition, future research reports on dietary supplements that
contradict or suggest less favorable results than earlier research may
adversely affect our business. The publication of reports suggesting that
dietary supplements may be harmful or ineffective may materially and adversely
affect our business, regardless of whether the reports are scientifically
supported or based on our products' recommended dosage.
OUR BUSINESS IS SUSCEPTIBLE TO PRODUCT LIABILITY CLAIMS WHICH WE MAY NOT
BE ABLE TO PAY, RESULTING IN THE CURTAILMENT OF BUSINESS OPERATIONS. We
inherently face the risk of product liability claims based on injuries caused
by the use of our products. In the event that we do not have adequate
insurance, product liability claims relating to our products may materially and
adversely affect our business.
THERE ARE NO CLINICAL STUDIES DOCUMENTING OUR PRODUCTS' LONG-TERM EFFECTS,
SO WE CANNOT BE ASSURED THAT SUCH PRODUCTS ARE BENEFICIAL OR SAFE IN THE
LONG-TERM. Although many of the ingredients in our dietary supplements are
vitamins, minerals, herbs and other substances with a long history of human
consumption, some of these products contain ingredients without such a history.
In addition, although the ingredients contained in our products are approved by
various regulatory agencies, there is little long-term experience with human
consumption of some of these product ingredients in concentrated form. We
cannot assure that our products, even when used as directed, will have the
intended effects or that they will not have harmful side effects. Such
unintended effects may result in adverse publicity or product liability claims
that may materially and adversely affect our business.
WE FACE INTENSE COMPETITION IN THE PHARMACY AND DIETARY SUPPLEMENT
INDUSTRY WHICH COULD HINDER OUR ABILITY TO OPERATE SUCCESSFULLY. The pharmacy
and dietary supplement industries are highly competitive. Numerous companies
compete with us in the development, manufacture and marketing of dietary
supplements and the sale of pharmacy products. In addition, we face strong
competition in our online and traditional distribution channels from private
label supplements offered by health and natural food store chains, drugstore
chains, mass merchandisers and supermarket chains. Many of these competitors
are larger and have greater financial, personnel, manufacturing, distribution,
marketing and other resources than we do. Competition from these companies may
materially and adversely affect our business.
OUR BUSINESS IS DEPENDENT UPON OUR RAW MATERIAL SUPPLIERS, THE LOSS OF
WHICH COULD HINDER PRODUCTION OF OUR PRODUCTS. We obtain raw materials used in
the manufacture of our products from third party suppliers. Many of the raw
materials used in our products are harvested internationally. We cannot assure
that suppliers will provide the raw materials we need, in the quantities we
request, or at a price we are willing to pay. In addition, interruptions in our
suppliers' production that are beyond our control may delay delivery of our raw
materials. Our inability to obtain adequate supplies of raw materials for our
products at favorable prices, or at all, may materially and adversely affect
our business.
Our Business Is Susceptible To Breakdown Or Loss Of Our Manufacturing
Facilities Which Could Result In Adverse Effects On The Supply Of Our
Products. Our manufacturing operating results depend upon the continued
operation of our manufacturing facilities in Florida. The operation of dietary
supplement manufacturing plants involves many risks, including the breakdown,
failure or substandard performance of equipment, natural and other disasters,
and the need to comply with
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government agency directives. In addition, our manufacturing facilities are
located in central Florida, a region that has historically been susceptible to
potentially catastrophic hurricanes. Any damage to, or destruction of, our
manufacturing facilities due to any of these causes may materially and
adversely affect our business.
OUR PRODUCTS HAVE LIMITED TRADEMARK PROTECTION WHICH COULD ALLOW OTHER
COMPANIES TO REPLICATE THEM WHICH COULD RESULT IN DECREASED SALES OF OUR
PRODUCTS. Our policy is to pursue registrations for all of the trademarks
associated with our key proprietary products. We rely on common law trademark
rights to protect our unregistered trademarks as well as our trade dress
rights. Generally, common law trademark rights are limited to the geographic
area in which the trademark is actually used, while a United States federal
trademark registration enables the registrant to stop the unauthorized use of
the trademark by any third party anywhere in the United States. We intend to
register our trademarks in certain foreign jurisdictions where our products are
sold. We cannot assure that the protection available in such jurisdictions, if
any, will be as extensive as the protection available to us in the United
States. In addition, because we have no patents on our proprietary products,
another company may replicate them. Inadequate trademark and patent protection
of our proprietary products may materially and adversely affect our business.
WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR DOMAIN NAMES AGAINST
INFRINGEMENT IN OTHER COUNTRIES WHICH COULD RESULT IN OTHER COMPANIES CREATING
SITES WITH THE SAME NAMES. We have registered the Internet domain name
"Go2pharmacy.com" in the United States, as well as other related names. While
these domain names are regulated by Internet agencies, this regulation may
change in the United States and other countries worldwide. These changes may
establish new domain names, registrars, or regulations on registration of
domain names. As a result, we may not acquire or maintain the "Go2pharmacy.com"
domain name in all countries in which we conduct business.
WE MAY FACE LIABILITY FOR OUR WEB SITE CONTENT WHICH MAY NOT BE COVERED BY
INSURANCE, CAUSING US TO SEEK OTHER SOURCES OF CAPITAL TO FUND SUCHcopyright,
EXPENSES. We may face potential liability for negligence, trademark, copyright,
patent, defamation, indecency and other claims based on the content we post on
our web site. We may also face potential liability for unauthorized duplication
of other parties' web content or proprietary technology. In the event that such
liability arises, our general liability insurance may not cover all liability
stemming from potential claims of this type. Any such liability that our
insurance does not fully cover could materially and adversely affect our
business.
OUR SALES MAY BE NEGATIVELY AFFECTED IF INTERNET SALES TAXES AREtax,
ADOPTED. Our Internet product sales currently are not subject to sales tax,
except for purchases made in the state of Florida. Nonetheless, if individual
states or the federal government choose to impose sales tax obligations on
out-of-state e-commerce transactions, our revenues and growth potential may be
materially and adversely affected.
GOVERNMENTAL REGULATION OF THE INTERNET AND DATA TRANSMISSION OVER THE
INTERNET COULD NEGATIVELY AFFECT OUR BUSINESS. Discussions of legislation
regarding Internet communications or commerce have become more prevalent in
recent sessions of the U.S. Congress. Specifically, many government agencies
and consumers have voiced concern regarding security and confidentiality of
medical and pharmaceutical records online. Internet law, however, remains
largely unsettled, and we cannot currently determine how existing laws
governing privacy, libel and taxation may affect Internet businesses such as
our own. In the future, more stringent consumer protection laws in the United
States and abroad could impose additional burdens on e-commerce companies and
online pharmaceutical companies in particular, due to the sensitive nature of
medical and pharmaceutical records. The adoption or modification of such laws
or regulations could materially and adversely affect our business.
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AS A SMALL COMPANY, WE ARE DEPENDENT ON KEY MANAGEMENT PERSONNEL FOR OUR
FUTURE SUCCESS. As a small company, with only 46 employees, our success depends
greatly on our senior management team. The loss of one or more of these
employees may materially and adversely affect our business. We do not currently
maintain key-person life insurance on our executives.
WE MAY NOT BE ABLE TO FULFILL OUR GROWTH STRATEGY IF WE ARE UNABLE TO
CONSUMMATE FUTURE ACQUISITIONS. We expect to pursue additional acquisitions in
the future as a part of our business strategy. We cannot assure that attractive
acquisition opportunities will be available to us or that we will be able to
obtain funds necessary for future acquisitions. If we are unable to consummate
future acquisitions, our business, financial condition and operating results
may be materially and adversely affected.
OUR ARTICLES OF INCORPORATION AND BYLAWS CONTAIN PROVISIONS THAT MAY
DISCOURAGE TAKEOVERS OR MAKE THEM MORE DIFFICULT. Certain provisions of our
articles of incorporation and bylaws, as well as certain sections of the
Florida Business Corporation Act, and our board of directors' ability to issue
shares of preferred stock and to establish voting rights, preferences and other
terms of our preferred stock, may be deemed to have an anti-takeover effect and
may discourage takeover attempts that are not first approved by our board of
directors. We currently have 6,000,000 shares of preferred stock authorized, of
which 150,000 are outstanding. This anti-takeover effect may discourage
takeovers which shareholders may deem to be in their best interests.
RISKS RELATED TO THIS OFFERING
WE HAVE A HISTORY OF WORKING CAPITAL AND ACCUMULATED DEFICITS WHICH COULD
HINDER OUR VALUE. At March 31, 1998, 1999 and 2000 and June 30, 2000, we had a
working capital deficit of $17,048, $2,347,718, $657,533 and $638,371,
respectively. Our accumulated deficits at March 31, 1998, 1999 and 2000 and
June 30, 2000, were $95,851, $332,256, $626,812 and $603,003, respectively. At
June 30, 2000, we had a shareholder's deficit of $573,003. For the year ended
March 31, 2000 and for the three months ended June 30, 2000, we had a net loss
of $294,556 ($.10 per share) and net income of $23,809 ($.01 per share),
respectively. This historical financial data could make it more difficult for
us to obtain financing in the future or could reduce the value the securities'
market places on our common stock.
INVESTORS WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION OF OUR COMMON
STOCK'S BOOK VALUE. Our current stockholders paid, on average, approximately
$.01 for each share of our common stock. If you purchase our common stock in
this offering, the net tangible book value of the common stock will experience
immediate and substantial dilution. We estimate that this dilution will be
approximately $7.24 per share, or approximately 90.5%.
THE UNDERWRITER'S LIMITED UNDERWRITING EXPERIENCE COULD ADVERSELY AFFECT
THIS OFFERING AND THE SUBSEQUENT TRADING MARKET, RESULTING IN A LACK OF YOUR
LIQUIDITY OR VALUE OF INVESTMENT. The underwriter has been actively
engaged in the securities brokerage and investment banking business since 1992.
However, the underwriter has engaged in only limited underwriting activities
and this offering is the first public offering in which the underwriter has
acted as the sole or managing underwriter. There can be no assurance that the
underwriter's limited experience will not adversely affect the proposed public
offering of the common stock or the subsequent development of a trading market
for the common stock. Purchasers of the securities offered hereby may suffer a
lack of liquidity in their investment or a material decrease in the value of
such investment.
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USE OF PROCEEDS
We estimate that we will receive net proceeds of approximately $6,515,000
from our sale of the 1,000,000 shares of common stock offered by us with this
initial public offering (approximately $7,559,000 if the underwriter fully
exercises its over-allotment option). This estimate is based on an initial
public offering price of $8.00 per share and is after deducting estimated
underwriting discounts and commissions ($800,000), the underwriter's
non-accountable expense allowance ($240,000) and other estimated offering
expenses payable by us ($445,000). We expect to use the net proceeds of this
offering for the following purposes:
<TABLE>
<CAPTION>
PURPOSE AMOUNT PERCENTAGE
--------------------------------------------------------- ------------- -----------
<S> <C> <C>
Manufacturing equipment and facilities .................. $2,300,000 35.3%
Debt retirement ......................................... 1,747,000 26.8%
Business expansion ...................................... 750,000 11.5%
Web site development, maintenance and upgrades .......... 500,000 7.7%
Marketing ............................................... 500,000 7.7%
Computer hardware and software .......................... 190,000 2.9%
Working capital and general corporate purposes .......... 528,000 8.1%
---------- -----
Total ................................................. $6,515,000 100.0%
========== =====
</TABLE>
Manufacturing equipment includes amounts allocated for the purchase and
installation of manufacturing equipment for:
o an automated liquid line;
o an automated powder line;
o other automated equipment to meet the higher standards of
over-the-counter drug manufacturing; and
o interior construction of additional manufacturing facilities.
Debt retirement includes amounts to be expended to repay all of our
indebtedness outstanding under:
o the credit line portion of our existing credit facility with The CIT
Group/Credit Finance of approximately $650,000, including fees and
accrued and unpaid interest;
o the obligation under our existing credit facility with First Community
Bank of America of approximately $503,000, including fees and accrued and
unpaid interest;
o the term loan portion of our existing credit facility with The CIT
Group/Credit Finance of approximately $334,000, including fees and
accrued and unpaid interest;
o our obligation to First Community Bank of America of approximately
$78,000, including fees and accrued and unpaid interest;
o our capital lease obligations to JDR Capital Corporation of approximately
$162,000, including fees and accrued and unpaid interest; and
o our capital lease obligation to Commerce Security Bank of approximately
$20,000, including fees and accrued and unpaid interest.
Our credit facility consists of a $2,000,000 revolving line of credit, a
portion of which is in the form of a 60-month term loan. The note bears
interest at the Prime Rate of The Chase Manhattan
9
<PAGE>
Bank in New York, New York, plus 2.25% per annum on the unpaid outstanding
principal of each advance, payable monthly. The note is secured by a blanket
lien on all of our assets, exclusive of certain leased assets.
We believe that retirement of this debt will reduce our interest expense
and debt related administrative expenses, increase our cash flow and liquidity,
and improve our overall financial stability.
Business expansion includes amounts to be expended for:
o the hiring of additional personnel including office, accounting,
production, warehouse and management;
o the surveying and related production of custom packaging of our pharmacy
products for our entrance into the institutional and long-term health
care and health management business segments;
o the pursuit of strategic alliances, partnerships and key contractual
relationships particularly in the long-term health care and health
management business segments; and
o additional inventories in support of our business expansion
Amounts to be expended for working capital and general corporate purposes
may include:
o cash payments required for a pharmacy acquisition and
o cash required for accounts receivable financing in support of our
business expansion.
We routinely evaluate potential acquisitions of businesses and or product
lines that would compliment or expand our business or further our strategic
goals. We may use a portion of the net proceeds of this offering for one or
more such transactions; however, we currently have no commitments or agreements
with respect to such transactions. We do not currently intend to make any
acquisitions of businesses or purchase products from any persons or entities
affiliated with us. There are no current plans, proposals, arrangements or
understandings to make any acquisitions.
We reserve the right to reallocate proceeds to different uses, upon the
discretion of our executive officers and directors. Pending use, we intend to
invest the net proceeds of this offering in interest bearing bank accounts,
short-term interest bearing investment grade securities or similar quality
investments. Based upon our current operating plan, we anticipate that cash
flow from operations, together with the net proceeds of this offering, will be
sufficient to satisfy our working capital requirements for at least 12 months.
DIVIDEND POLICY
We have not paid any cash dividends on our common stock and we currently
intend to retain any future earnings to fund the development and growth of our
business. Any future determination to pay dividends on our common stock will
depend upon our results of operations, financial condition and capital
requirements, applicable restrictions under any credit facilities or other
contractual arrangements and such other factors deemed relevant by our Board of
Directors. Our current credit facility with The CIT Group/Credit Finance
prohibits the payment of dividends.
10
<PAGE>
DILUTION
As of June 30, 2000, our net tangible book value was ($1,411,753) or
($.47) per share of common stock. Net tangible book value per share is
determined by dividing a company's tangible net worth (total assets, net of
intangible assets, less total liabilities) by the number of outstanding common
shares. Our pro forma net tangible book value as of June 30, 2000 would have
been approximately $5,343,047 or $.76 per share, without taking into account
any change in our net tangible book value after June 30, 2000 and after
deducting underwriting discounts and commissions, the underwriters'
non-accountable expense allowance and other estimated offering expenses. This
represents an immediate increase in the net tangible book value of $1.23 per
share to existing shareholders and an immediate dilution of $7.24 per share to
new investors. The following table illustrates this per share dilution:
<TABLE>
<S> <C> <C> <C>
Assumed public offering price per share ............................... $ 8.00
Net tangible book value per share as of June 30, 2000 ................ $ (.47)
Increase per share attributable to this offering ..................... 1.23
------
Pro forma net tangible book value per share after this offering ....... .76
-------
Dilution to new investors ............................................. $ 7.24 (90.5%)
======= =====
</TABLE>
The following table sets forth the number of shares of common stock
purchased from us, the total consideration paid and the average price per share
paid by the existing shareholders and by new investors in this offering on a
pro forma basis as of June 30, 2000.
<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
----------------------- ------------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
----------- --------- ------------- --------- --------------
<S> <C> <C> <C> <C> <C>
Existing shareholders ......... 6,000,000 85.7% $ 60,000 .7% $ .01
New investors ................. 1,000,000 14.3% $8,000,000 99.3% $ 8.00
--------- ----- ---------- -----
Total ....................... 7,000,000 100.0% $8,060,000 100.0%
========= ===== ========== =====
</TABLE>
11
<PAGE>
CAPITALIZATION
The following table summarizes our long-term obligations and
capitalization as of June 30, 2000 and as adjusted as of that date to reflect
our sale of 1,000,000 shares of common stock and our application of the
estimated net proceeds, and after deducting the underwriting discounts and our
estimated offering expenses. The information in the table assumes an initial
public offering price of $8.00 per share. The information in the table should
be read in conjunction with the more detailed consolidated financial statements
and notes presented elsewhere in this prospectus.
<TABLE>
<CAPTION>
JUNE 30, 2000
--------------------------------
AS
ACTUAL ADJUSTED
------------- ----------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Long-term obligations, less current portion ..................... $ 457,427 $ --
Redeemable series A preferred stock, no par value, 150,000 shares
authorized; 150,000 shares issued and outstanding ............. 1,500,000 1,500,000
Shareholders' equity:
Preferred stock, no par value, 5,850,000 shares authorized;
no shares issued and outstanding ............................. -- --
Common stock, $.01 par value, 24,000,000 shares authorized;
3,000,000 shares issued and outstanding; 7,000,000 shares
issued and outstanding, as adjusted .......................... 30,000 70,000
Additional paid-in capital .................................... -- 30,765,000
Accumulated deficit ........................................... (603,003) (24,653,203)
---------- -------------
Shareholders' equity (deficit) ................................ (573,003) 6,181,797
---------- -------------
Total capitalization ............................................ $1,384,424 $ 7,681,797
========== =============
</TABLE>
Additional Information About Financial Presentation
OPTIONS AND WARRANTS. Unless this prospectus indicates otherwise, all
information presented in this prospectus assumes no exercise of the
underwriter's over-allotment option, Utendahl Capital Partners, L.P.'s warrants
to purchase 100,000 shares of common stock in connection with this offering, or
warrants or options outstanding or available for grant under our 1999 Stock
Option Plan or 1999 Non-Employee Stock Option Plan.
12
<PAGE>
SELECTED FINANCIAL DATA
The selected statements of operations data for the years ended March 31,
1999 and 2000, and the following selected balance sheets data as of March 31,
1999 and 2000 are derived from our audited financial statements included
elsewhere in this prospectus and have been audited by Brimmer, Burek & Keelan
LLP. The selected statement of operations data for the year ended March 31,
1998 and the following selected balance sheet data as of March 31, 1998 are
derived from the audited financial statements included elsewhere in this
prospectus and have been audited by Kirkland, Russ, Murphy & Tapp. The
following selected statements of operations data for the three months ended
June 30, 1999 and 2000, and the following selected balance sheets data as of
June 30, 2000, are derived from our unaudited financial statements and in the
opinion of our management, contain all adjustments necessary for a fair
presentation of such data. The following selected financial data have been
prepared in accordance with generally accepted accounting principles. The
financial data set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the financial statements and notes thereto appearing elsewhere in this
prospectus.
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
MARCH 31, JUNE 30,
----------------------------------------------- ------------------------------
1998 1999 2000 1999 2000
--------------- ------------- ------------- ------------- --------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Revenues .................................. $ 1,906,935 $4,845,876 $5,831,896 $1,363,782 $1,535,838
Cost of goods sold ........................ 1,388,816 3,419,046 3,808,640 1,021,357 894,258
----------- ---------- ---------- ---------- ----------
Gross profit .............................. 518,119 1,426,830 2,023,256 342,425 641,580
Selling, general and administrative
expenses ................................ 468,578 1,504,514 2,094,838 458,648 553,350
----------- ---------- ---------- ---------- ----------
Income (loss) from operations ............. 49,541 (77,684) (71,582) (116,223) 88,230
Other income (expenses), net .............. 434 (158,721) (222,974) 19,000 (64,421)
----------- ---------- ---------- ---------- ----------
Income (loss) before income taxes ......... 49,975 (236,405) (294,556) (97,223) 23,809
Income taxes .............................. -- -- -- -- --
----------- ---------- ---------- ---------- ----------
Net income (loss) ......................... $ 49,975 $ (236,405) $ (294,556) $ (97,223) $ 23,809
=========== ========== ========== ========== ==========
Basic and diluted income (loss)
per share ............................... $ 0.02 $ (0.08) $ (0.10) $ (0.03) $ 0.01
=========== ========== ========== ========== ==========
Basic and diluted weighted average
number of common shares
outstanding ............................. 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000
=========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
AS OF MARCH 31, AS OF JUNE 30,
------------------------------------------------- ---------------
1998 1999 2000 2000
------------- ---------------- -------------- ---------------
(Unaudited)
<S> <C> <C> <C> <C>
BALANCE SHEETS DATA:
Cash and cash equivalents .............. $ 239,604 $ 16,206 $ -- $ 18,944
========= ============ ========== ==========
Working capital (deficit) .............. $ (17,048) $ (2,347,718) $ (657,533) $ (638,371)
========= ============ ========== ==========
Total assets ........................... $ 873,998 $ 5,585,046 $4,866,368 $5,270,879
========= ============ ========== ==========
Long-term obligations, less current
portion .............................. $ 258,974 $ 1,292,849 $ 509,362 $ 457,427
========= ============ ========== ==========
Shareholder's equity (deficit) ......... $ (65,851) $ (302,256) $ (596,812) $ (573,003)
========= ============ ========== ==========
</TABLE>
13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The statements contained in this prospectus are not purely historical
statements, but rather include what we believe are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These include statements about our
expectations, beliefs, intentions or strategies for the future, which are
indicated by words or phrases such as "anticipate," "expect," "intend," "plan,"
"will," "we believe," "management believes" and similar words or phrases. The
forward-looking statements are based on our current expectations and are
subject to certain risks, uncertainties and assumptions, including factors set
forth in the following discussion and in the discussions under "Risk Factors"
and "Business." Our actual results could differ materially from results
anticipated in these forward-looking statements. All forward-looking statements
included in this document are based on information available to us on the date
hereof, and we assume no obligation to update any such forward-looking
statements.
We derive our revenues from developing, manufacturing and wholesaling a
wide variety of non-prescription dietary supplements, and health and beauty
care products. Revenues are billed and recognized as product is produced and
shipped, net of discounts, allowances, returns and credits. We have not
experienced any material loss of revenues and do not anticipate any significant
losses in the future.
In June 1998, we acquired Energy Factors and merged its manufacturing
operations with Dynamic's manufacturing operations. Revenues for Energy Factors
for the year ended December 31, 1997 were $5.8 million as compared to revenues
of $1.9 million for Dynamic's manufacturing operations for the year ended March
31, 1998. Revenues for our manufacturing operations after the acquisition of
Energy Factors were $4.8 million for the year ended March 31, 1999. The
decrease in revenues reflects the inclusion of only 9 months of revenues of
Energy Factors and the loss of several significant Energy Factors' customers in
January and February 1998.
Cost of goods sold is comprised of direct manufacturing and material
product costs, direct personnel compensation and other statutory benefits and
indirect costs relating to labor to support product manufacture and the
warehousing of production and other manufacturing overhead. Research and
development expenses are charged against cost of goods sold as incurred.
Selling, general and administrative costs include management and general office
salaries, advertising and promotional expenses, sales and marketing and other
indirect operating costs.
Interest and other income (expense) consists primarily of interest expense
associated with borrowings to finance capital equipment expenditures and other
working capital needs.
We have no income tax provision for the periods presented due to net
operating losses. These net operating losses may be carried forward for up to
20 years. Due to our change in ownership in June 1998, the utilization of net
operating losses may be limited by Internal Revenue Code Section 382.
Concurrently with the closing of this offering, we will consummate a
merger with the Delaware corporation Go2Pharmacy.com, Inc., pursuant to which
we will issue 3,000,000 shares of our common stock, at the initial public
offering price of $8.00 per share, for a total purchase price of $24 million,
in exchange for all of the issued and outstanding stock of the Delaware
corporation. The $24 million purchase price will be expensed as marketing
expenses on the effective date of closing. The Delaware corporation recently
entered into two significant agreements. The first agreement, with Care Plus
Health Plan, a Medicaid health maintenance organization located in New York,
designates the Delaware corporation Go2Pharmacy.com, Inc. to administer
pharmacy benefit management services to approximately 60% of Care Plus'
membership. The second agreement, with The Greater New York Health Care
Facilities Association, designates the Delaware corporation Go2Pharmacy.com,
Inc. as an Internet based source for the purchase of various products. In
particular, upon consummation of our merger with the Delaware corporation, we
will distribute our products to the Association's members.
14
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth selected statements of operations data as a
percentage of revenues for the periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED PRO FORMA THREE MONTHS ENDED PRO FORMA
MARCH 31, YEAR ENDED JUNE 30, THREE MONTHS ENDED
------------------------------------- MARCH 31, --------------------------- JUNE 30,
1998 1999 2000 2000 1999 2000 2000
----------- ----------- ----------- ------------- ------------- ------------- -------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues ............... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of goods sold ..... 72.8 70.6 65.3 65.3 74.9 58.2 58.2
----- ----- ----- ------ ----- ----- --------
Gross profit ........... 27.2 29.4 34.7 34.7 25.1 41.8 41.8
Selling, general and
administrative
expenses ............. 24.6 31.0 35.9 551.2 33.6 36.1 1,598.7
Other income
(expense), net ....... -- ( 3.3) ( 3.8) ( 3.8) 1.4 ( 4.2) ( 4.2)
----- ----- ----- ------ ----- ----- --------
Income (loss) before
income taxes ......... 2.6 ( 4.9) ( 5.0) (520.3) ( 7.1) 1.5 (1,561.1)
Income taxes ........... -- -- -- -- -- -- --
----- ----- ----- ------ ----- ----- --------
Net income (loss) ...... 2.6% ( 4.9)% ( 5.0)% (520.3)% ( 7.1)% 1.5% (1,561.1)%
===== ===== ===== ====== ===== ===== ========
</TABLE>
FISCAL YEAR ENDED MARCH 31, 2000 COMPARED TO FISCAL YEAR ENDED MARCH 31, 1999
REVENUES. Revenues increased $986,000, or 20.4%, to $5.8 million for the
year ended March 31, 2000, as compared to $4.8 million for the year ended March
31, 1999. The increase is primarily attributable to increased volume of private
label sales resulting from continued expansion of marketing efforts and the
introduction of new products. The receivable turnover ratio as of March 31,
2000 was 4.29 as compared to 3.48 as of March 31, 1999. The increase is
primarily attributable to the implementation of more stringent credit and
collection procedures.
GROSS PROFIT. Gross profit increased $596,000, or 41.8%, to $2.0 million
for the year ended March 31, 2000, as compared to $1.4 million in the
corresponding period. Gross margin increased from 29.4% for the year ended
March 31, 1999 to 34.7% for the year ended March 31, 2000. The increase was
primarily attributable to a positive change in the mix of sales, which yielded
a higher gross margin and increased efforts by our purchasing department, which
resulted in improved raw material costs. The inventory turnover ratio as of
March 31, 2000 was 1.98 as compared to 1.72 as of March 31, 1999. The increase
is primarily attributable to greater consideration of optimal ordering levels.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $590,000, or 39.2%, to $2.1 million for the
year ended March 31, 2000, as compared to $1.5 million in the corresponding
period. The increase was primarily due to additional promotional expenses, as
well as payroll expenses and costs associated with fringe benefits to support
increased sales and our growth. As a percentage of sales, selling, general and
administrative expenses increased to 35.9% for the year ended March 31, 2000,
from 31.0% in the corresponding period.
INTEREST INCOME (EXPENSE), NET. Interest expense, net of interest income,
increased $56,000 to $308,000 for the year ended March 31, 2000, from $252,000
in the corresponding period. The increase in interest expense for the period is
a result of greater borrowings to finance the purchase of additional machinery
and equipment, to make necessary plant modifications, and for financing of
additional working capital needs with the expansion of our operations.
INCOME TAXES. We have no income tax provision for the years ended March
31, 1999 and 2000 due to net operating losses. No tax benefit has been provided
due to the uncertainty of utilization of the loss carryforwards. These net
operating losses may be carried forward for up to 20 years.
15
<PAGE>
We believe that there was no material effect on our operations or on our
financial condition as a result of inflation in 2000 and 1999. We also believe
that our business is not seasonal; however, significant promotional activities
can have a direct impact on sales volume in any given quarter.
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
REVENUES. Revenues increased $172,000, or 12.6%, to $1.5 million for the
three months ended June 30, 2000, as compared to $1.4 million for the three
months ended June 30, 1999. The increase is primarily attributable to increased
volume of private label sales resulting from continued expansion of marketing
efforts and the introduction of new products.
GROSS PROFIT. Gross profit increased $299,000, or 87.4%, to $642,000 for
the three months ended June 30, 2000, as compared to $342,000 in the
corresponding period. Gross margin increased from 25.1% for the three months
ended June 30, 1999 to 41.8% for the three months ended June 30, 2000. The
increase was primarily attributable to a positive change in the mix of sales,
which yielded a higher gross margin and increased efforts by our purchasing
department, which resulted in improved raw material costs.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $95,000, or 20.6%, to $553,000 for the three
months ended June 30, 2000, as compared to $459,000 in the corresponding
period. The increase was primarily due to additional promotional expenses, as
well as payroll expenses and costs associated with fringe benefits to support
increased net sales and our growth. As a percentage of sales, selling, general
and administrative expenses increased to 36.0% for the three months ended June
30, 2000, from 33.6% in the corresponding period.
INTEREST INCOME (EXPENSE), NET. Interest expense, net of interest income,
decreased $17,000 to $65,000 for the three months ended June 30, 2000, from
$82,000 in the corresponding period. The decrease in interest expense for the
period was a result of increases in principal payments on outstanding
obligations.
INCOME TAXES. We have no income tax provision for the three months ended
June 30, 2000 and 1999 due to net operating losses. No tax benefit has been
provided due to the uncertainty of utilization of the loss carryforwards. These
net operating losses may be carried forward for up to 20 years.
We believe that there was no material effect on our operations or on our
financial condition as a result of inflation in 2000 and 1999. We also belive
that our business is not seasonal; however, significant promotional activities
can have a direct impact on sales volume in any given quarter.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
We have financed our operations through available borrowings under our
credit line facilities and through borrowings from our parent company. We had a
working capital deficit of $657,500 at March 31, 2000, inclusive of current
portion of long-term obligations, obligations under our credit line facilities,
and obligations to our parent company, as compared to a working capital deficit
of $2.3 million at March 31, 1999.
Net cash used in operating activities was $808,500 for the fiscal year
ended March 31, 2000, as compared to net cash used in operating activities of
$1,305,567 for the fiscal year ended March 31, 1999. The usage of cash is
primarily attributable to an increase in inventory of $203,500, an increase in
prepaid expenses and other current assets of $244,200, an increase in other
assets of $46,400, a decrease in accounts payable of $313,600, a decrease in
accrued expenses of $41,000, partially offset by a decrease in accounts
receivable of $35,700.
Net cash used in investing activities was $432,800, representing the
purchase of property and equipment, and plant modifications of $451,800,
partially offset by proceeds from disposal of equipment of $16,000 and proceeds
from notes receivable of $3,000.
16
<PAGE>
Net cash provided by financing activities was $1.2 million representing
net borrowings on lines of credit of $400,100, proceeds of long-term
obligations of $620,000, net borrowings from our parent company and affiliates
of $636,200, partially offset by repayments of long-term obligations of
$297,400.
Management believes that cash expected to be generated from operations and
existing financial arrangements will be sufficient for us to meet our capital
expenditures and working capital needs for our operations as presently
conducted. Our future liquidity and cash requirements will depend on a wide
range of factors, including the level of business in existing operations,
expansion of facilities and possible acquisitions. In particular, we plan to
add additional manufacturing lines and purchase additional fully automated
manufacturing equipment to meet our present and future growth. Our plans will
require the leasing of additional facilities to accommodate a liquid processing
line. We will need the proceeds of this offering for general working capital
purposes to support future growth, the retirement of debt, and the planned
expansion of our facilities, manufacturing lines, and equipment.
In May 1998, $100,000 was loaned to Energy Factors, before Energy Factors
was acquired by Dynamic, for the purpose of assisting Energy Factors with its
working capital needs. The note has since been repaid.
In June 1998, Energy Factors was acquired by our parent company, from U.S.
Diversified Technologies, Inc. which was to receive 400,000 shares of series A
convertible preferred stock of Dynamic in exchange for all of the issued and
outstanding stock of Energy Factors. As a result of the completion of the
December 31, 1997 audited financial statements for Energy Factors the number of
shares issued to U.S. Diversified Technologies, Inc. was reduced to 310,000, in
accordance with a right of set-off provided for in the acquisition agreement.
The series A preferred stock was valued at $2.50 per share based on several
factors, including prices of recent common stock issuances of Dynamic's common
stock. Subsequent to the acquisition, Energy Factors changed its name to
Innovative. In February 2000, its name was changed to Go2Pharmacy.com, Inc. and
in September 2000, its name was changed to Go2Pharmacy, Inc.
In February 1999, we established a $2,000,000 credit facility to provide
additional working capital to support our continued growth. A portion of the
proceeds from this line of credit were funded in the form of a 60-month term
loan for approximately $491,000, for repayment of certain capital lease
obligations. The remainder of this credit facility is in the form of a
revolving line of credit. The note bears interest at the Prime Rate of The
Chase Manhattan Bank in New York, New York, plus 2.25% per annum on the unpaid
outstanding principal of each advance, payable monthly. The note is secured by
a blanket lien on all of our assets, exclusive of certain leased assets. The
note is also secured by all of the assets of Dynamic and by personal guarantee
from our Chairman of the Board. The credit facility provides substantial
penalties for early termination. At March 31, 2000 and June 30, 2000, the
outstanding principal balance on the line of credit was approximately $856,600
and $624,800, respectively, and there were no additional borrowings available
under the line, due to limitations under the line.
In August and September 1999, we borrowed $86,500 from our Chairman of the
Board. The notes bear interest at 10% per annum and are payable on demand. The
notes have since been repaid.
In September 1999, we transferred our land and building in Largo, Florida
to Dynamic at net book value, which we believe approximated fair market value
on the date of transfer, based upon a recent independent appraisal of the
property. In conjunction with the transfer, Dynamic satisfied all of our
outstanding mortgages on the premises. In addition, approximately $598,000 of
our obligation to Dynamic was extinguished (which included existing mortgages
payable to Dynamic), which represented the difference between net book value
and amounts outstanding under existing mortgages to third parties.
In September 1999, $1.5 million of our obligation to Dynamic was converted
to 150,000 shares of our series A preferred stock.
17
<PAGE>
In September 1999, we agreed to lease the facility in Largo, Florida, from
Dynamic, pursuant to a ten year lease that expires on September 30, 2009. We
have an option to renew the lease at the end of the ten year term. The rental
under the lease is $16,000 per month subject to annual inflationary
adjustments.
We believe that material affiliated transactions and loans, and business
relationships entered into by us with certain of our officers, directors and
our parent company or its affiliates were on terms no less favorable than we
could have obtained from independent third parties.
In December 1999, we established a $500,000 revolving line of credit with
First Community Bank of America, to provide us with additional working capital.
The note bears interest at a variable rate, with an initial rate of 6.5% per
annum on the unpaid outstanding principal of each advance, payable monthly. The
note is secured by a guarantee in the form of a Third Party Pledge Agreement in
favor of First Community Bank of America, from our parent. The principal on the
note is due and payable on November 10, 2000. The note or any portion thereof
may be prepaid without penalty. At March 31, 2000 and June 30, 2000, the
outstanding principal balance on this note was approximately $493,000 and
$499,900, respectively.
In December 1999, we established a loan with First Community Bank of
America, for the purchase of manufacturing equipment. The principal amount of
the note is approximately $90,000. The note bears interest at 9.5% per annum.
Principal and interest on the note are payable in 36 equal monthly payments, in
the amount of $2,873.24, commencing February 5, 2000. The final payment of any
unpaid balance of principal and interest on the note will be due on January 5,
2003.
In May 2000, we borrowed $10,000 from 21st Century Healthcare Fund, LLC,
an affiliate of our Chairman of the Board, for the purpose of assisting us with
our working capital needs. This loan was to be repaid within 60 days and
subsequently was repaid in July 2000.
In June 2000, we executed promissory notes payable to Carnegie Capital,
Ltd., an affiliate of our Chairman of the Board, and to Joseph Zappala, a
proposed director. Each promissory note is for a maximum loan amount of
$100,000 and the notes bear interest at the rate of 10% per annum. Proceeds
from these notes are to be used to pay expenses directly related to this
offering and are in the form of draws that totaled $20,000 on each note as of
June 30, 2000. Principal and accrued interest are due and payable upon the
successful completion of this offering.
YEAR 2000 STATEMENT
The Year 2000 issue involves computer recognition of the change from the
year 1999 to the year 2000 by hardware and software systems and computer
controlled devices and equipment used in our operations. The failure of any
hardware and software systems or equipment to timely and accurately recognize
such change could have resulted in partial or complete systems failure.
We did not experience any failure of our own systems or those of any third
party with whom we conduct business, as a result of the Year 2000. We cannot
predict whether the failure of any such third party to be Year 2000 compliant
will have a materially adverse affect on our business.
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BUSINESS
OVERVIEW
We were incorporated as Energy Factors, Inc., a Florida corporation, in
1985. In August 1998 we changed our name to Innovative Health Products, Inc.,
in February of this year we changed our name to Go2Pharmacy.com, Inc., and in
September of this year we changed our name to Go2Pharmacy, Inc., in
anticipation of our acquisition of the Delaware corporation Go2Pharmacy.com,
Inc. and the positive connotation that we believe is associated with the new
name.
At Go2Pharmacy, Inc., we manufacture, package and ship high-quality
private label dietary supplements, over-the-counter drugs, and health and
beauty care products for companies worldwide. We also develop and manufacture
our own branded dietary supplements and health and beauty care products for
distribution through various outlets. We are currently expanding our business
to launch an online business to business portal and a pharmacy benefit
management division for institutional customers. We do not currently sell
prescription drugs.
Our primary business is manufacturing private label products for a wide
range of customers worldwide. Our customers include mass marketing companies,
physicians, universities, network marketing and direct sales companies. We
manufacture, package and ship these products from our two facilities located in
the Tampa Bay, Florida area.
In addition to our private label business, we develop, manufacture and
distribute our own branded dietary supplements and health and beauty care
products. Some of our branded products include "Nutrisure" meal replacement
powder, "Physician's Pharmaceuticals" dietary supplement product line, and
"Arth-Aid" roll-on and cream for arthritis. We distribute these products to
retail consumers, marketing companies, wholesalers and retailers, including
independent pharmacies, regional and national chain drug stores, direct mail
companies, mass merchandisers, deep discounters and brokers. In addition, we
intend to distribute these branded products to institutional buyers through our
new web site, www.go2pharmacy.com. In April 2000, we formed a new subsidiary
under the name Breakthrough Engineered Nutrition, Inc. as a Florida
corporation, for the purpose of marketing and distributing our own branded
product line, "Lean Protein." We have already introduced our first product
under this product line, "Lean Protein Chips," which we believe to be the
world's first zero carbohydrate, high protein snack chip.
Simultaneous with this offering, we will launch www.go2pharmacy.com, a
business to business portal for healthcare and pharmacy product resources. We
believe that our web site will be one of the first business to business
healthcare and pharmacy product portals of its kind. Through the web site, we
will provide over-the-counter drugs, durable medical equipment, medical
supplies and health and beauty care products directly to nursing homes,
assisted living facilities, and personal care residences across the country. We
intend to develop this portal to become a premier online provider of pharmacy
products for institutional and long-term care facilities seeking convenience
and savings. Our web site's registered users currently include, through the
Delaware corporation Go2Pharmacy.com, Inc., approximately 70 nursing homes,
representing approximately 20,000 beds. In addition, we are currently forming
strategic alliances with health maintenance organizations, insurance companies,
retail chains, and other health related associations to attract new members. We
also intend to partner with vendors who can supply products for our users'
operations to enhance both our web site and our manufacturing revenues.
We recently formed a new pharmacy benefit manager division. This division
will administer drug benefits for health maintenance organizations, insurance
company plans, preferred provider organizations, self-insured corporate health
plans and Taft-Hartley self-insured labor unions. As a pharmacy benefit
manager, we manage all member benefits in low risk plans, while taking an
exclusively administrative role in higher risk plans. Our administrative
services include claim processing, network management and customer service.
Through the Delaware corporation
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Go2Pharmacy.com, Inc., we recently entered into an agreement to provide our
pharmacy benefit management services to a New York State health maintenance
organization. In addition, the agreement will make us the organization's
exclusive private label over-the-counter supplier of products including hand
sanitizers, pediatric vitamin drops, and children's chewable vitamins. We
expect that this new line of business will generate substantial revenue
potential going forward.
Through the development of our manufacturing, online and pharmacy benefit
management efforts, we intend to provide wholesale and institutional customers
with an efficient source for their pharmacy product needs.
INDUSTRY BACKGROUND
THE GROWTH OF E-COMMERCE
Over the past several years, the Internet has expanded rapidly to become
an important medium for finding and purchasing products and services. According
to Active Media, Internet related commerce is expected to exceed $160 billion
in the year 2000. International Data Corporation estimates that Internet users
will total 398 million by the end of the year 2002. This growth may be
attributed to many factors, including the widespread use of personal computers
in the home and workplace, the decreasing cost of personal computing, the
convenience of online shopping, and improving Internet security technology. We
believe that this dramatic growth presents significant opportunities for
companies that sell products through the Internet.
Today tens of millions of individuals are already using the Internet to
access content, purchase goods and more recently to purchase health-related
products and services. In response, healthcare organizations are adopting the
Internet to streamline core business processes and to expand their networks of
trading partners. The Internet is changing longstanding industry structures,
shifting the balance of power in many healthcare sectors and re-distributing
margins among market participants.
INSTITUTIONAL BUSINESS TO BUSINESS PORTAL
According to Corporate Research Group, the market for over-the-counter
drugs, health and beauty care products, and vitamins, minerals and supplements
grew 19% from 1996 through 1998. The retail and institutional markets for these
products are dominated by drug stores, mass merchandisers, and food stores.
These participants experience extensive inefficiencies in their purchasing
cycles, resulting in significant pricing differentials among competitors.
Business to business portals address this dilemma by providing consumers with
more information on purchase prices, quantities, timing and product lines.
Internet orders also offer the additional advantages of convenience and
discount pricing.
PHARMACY BENEFITS MANAGER
The pharmacy benefits management market had revenues of approximately $20
billion in 1998, a 4% increase over 1997, according to Corporate Research
Group. Membership among the top 13 pharmacy benefit managers was 226.6 million
lives in 1998. These pharmacy benefit managers processed an estimated 990
million claims in 1998, or about 38% of the 2.6 billion prescriptions dispensed
in the United States in 1998.
NUTRITION
As the United States' population ages, society has become more conscious
of health related issues according to The Nutrition Business Journal. This
"health consciousness" has resulted in significant growth in the dietary
supplement industry. Industry researchers report that domestic sales of
vitamins and dietary and herbal supplements have grown 13% annually between
1995 and 1998. The total United States market for these products is estimated
at $29.9 billion, in 1998, by The Nutrition Business Journal. We believe that
United States population dynamics dictate that this trend will continue.
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TOTAL 1998 U.S. SALES OF PRESCRIPTION DRUGS,
OVER-THE-COUNTER DRUGS AND HEALTH AND BEAUTY AIDS(1)
($ IN BILLIONS)
<TABLE>
<CAPTION>
% OF
SEGMENT 1998 TOTAL
------- ---- -----
<S> <C> <C>
Prescription drugs(2) ........................ $122 65
Over-the-counter drugs ....................... 29 15
Health and beauty aids ....................... 29 15
Vitamins and nutritional supplements ......... 9 5
---- --
Total ........................................ $189 100
==== ===
</TABLE>
----------------
(1) This information was provided by Corporate Research Group.
(2) Includes retail and institutional sales.
We expect that our combination of pharmacy benefit management services,
online pharmacy services and manufacturing operations will increase our
penetration of the industries in which we participate. By vertically
integrating our core business operations, we believe we will achieve increased
brand recognition and exposure, ancillary product and service revenues, and
will be able to provide competitively priced products, with quick turn around
on our manufactured products and superior customer service.
BUSINESS STRATEGY
We are building a multi-faceted company in which we will be able to
maximize our efficiencies and capitalize on our synergies through our vertical
operations. These vertical operations consist of sales and marketing, customer
service, public relations, manufacturing and distribution. We will be able to
support our own needs as well as those of our customers, from manufacturing
through distribution. We believe our Internet link will help to expedite the
sales and the distribution of our products directly to end users. We are
developing sales and marketing strategies to build our web site recognition
among long-term care facilities and other health product consumer
organizations, while building brand awareness of our proprietary products. We
believe that we have created a solid platform to achieve our goals. To date we
have:
o Assembled a management team with experience in manufacturing, marketing,
sales and technology to lead us to our sales and profit goals.
o Entered into membership agreements with approximately 70 nursing homes,
representing approximately 20,000 beds, to provide a business to business
platform for over-the-counter drugs, health and beauty care products, and
other products used in their operations, through the Delaware corporation
Go2Pharmacy.com, Inc.
o Entered into a contract with CarePlus, a New York based health
maintenance organization, to provide pharmacy benefit management services
to its members, through the Delaware corporation Go2Pharmacy.com, Inc.
o Put together manufacturing operations and are operating as a growing
manufacturing company.
o Developed several proprietary products that are being sold to our target
markets.
o Initiated development of our web site which will offer the opportunity
for long-term care facilities and other health product consumer
organizations to purchase and gain information about the products and
services which we can provide.
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SHORT-TERM GOALS
In addition to continuing the efforts described above, we intend to pursue
the following short-term goals:
o Increase sales by building the user base of our business to business
portal at www.go2pharmacy.com to include nursing homes, assisted living
facilities, and personal care residences representing at least 30,000
beds.
o Increase sales by building a pharmacy benefit management business that
services at least 200,000 members.
o Increase sales by concentrating our marketing efforts of certain of our
branded products to specific market segments.
o Increase sales by expanding branded and private label offerings of
over-the-counter drugs.
o Increase sales by expanding branded product offerings to include generic
drugs in addition to over-the-counter drugs.
We intend to take the following steps to reach these short-term goals:
o DEVELOP A PREMIER INSTITUTIONAL PHARMACY WEB SITE. Our goal is to develop
an institutional pharmacy web site that offers secure, convenient and easy
to use access to the Internet. We intend to develop our web site by
expanding our online product lines and incorporating easy to use,
personalized web content based on a customer's purchasing history and
product usage. This personalized approach will strengthen our customer
relationships and provide us with invaluable information to meet evolving
customer needs. We also plan to provide the hardware, software, Internet
service, and customer support that our institutional members will need to
access our web site. Our web site will be built on a state of the art
interactive commerce platform to enhance the services that we will offer.
o DEVELOP STRATEGIC ALLIANCES AND PARTNERSHIPS. We will target trade
associations that service long-term health care facilities, as well as
private and public assisted living facilities and nursing home chains, to
form alliances and partnerships to build our business to business customer
base. We will offer discount and rebate programs to these organizations
based on the volume of sales through our web site. The Delaware
corporation Go2Pharmacy.com, Inc. has entered into an agreement with The
Greater New York Health Care Facilities Association to provide our
products to its members. This association is a provider association
servicing over 100 long-term care facilities throughout the New York
metropolitan area. Through these facilities the association represents
approximately 30,000 nursing home beds, which comprises approximately 35%
of the nursing home beds in the state of New York.
o DEVELOP CONTRACTUAL RELATIONSHIPS. We will target health maintenance
organizations, insurance companies and corporate health unions to provide
pharmacy benefit management services to their members. The Delaware
corporation Go2Pharmacy.com, Inc. has entered into a five year agreement
to provide pharmacy benefit management services to Care Plus Health Plan,
a Medicaid health maintenance organization located in New York. Pursuant
to the agreement, we will administer pharmacy benefit management services
to approximately 60% of CarePlus' fast growing membership. We intend to
develop a nationwide network of local and regional pharmacy chains that
will service our pharmacy benefit management members' non-maintenance
prescription needs.
o EXPAND PHARMACY BENEFIT MANAGEMENT SERVICES. We intend to market pharmacy
benefit management services to self-insured employers, health maintenance
organizations, and other large service organizations.
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o MARKET ONLINE PHARMACY. We intend to market our products to self-insured
employers, pharmacy benefit managers and health maintenance organizations.
We will develop awareness and recognition of our web site through a
variety of marketing techniques including comarketing agreements with
major online sites, by developing online content, and by advertising in
trade journals and through traditional media.
o MARKET EXISTING BRANDED PRODUCTS TO NURSING HOMES We currently
manufacture several of our own branded products, several of which are
currently being sold to nursing homes. We will market these products
through major business to business Internet sites and by advertising in
trade journals and through traditional media. The sale of these products
through our web site is expected to offer significant brand awareness
within the long-term care facility industry.
o DEVELOP A COMPREHENSIVE SALES AND MARKETING PROGRAM FOR OUR BRANDED
PRODUCTS. In addition to distribution through our web site, we intend to
increase marketing of our branded products to institutional markets,
health food stores, mass market retailers, and directly to consumers. We
plan to increase our sales force to achieve market penetration into
targeted geographical areas. Some of the sales personnel we will hire,
will devote a substantial portion of their time enhancing relationships
with our customer's key personnel, informing them of new product
developments and industry trends, and aiding them in designing store
displays and merchandising programs for our branded products. We also
intend to employ additional financial resources for the implementation of
media kits, increase our newsprint advertising, our national print media,
and our direct mail marketing efforts.
O CAPITALIZE ON OUR EXTENSIVE MANUFACTURING CAPABILITIES. As a
manufacturer, we have the capability to control the product and the
process from inception of an order to the distribution of finished product
to our customer. We have the facilities and equipment, the manufacturing
capacity, the skilled work force, as well as the industry experience. By
controlling the manufacturing process from start to finish, we believe we
can minimize product costs. By utilizing our manufacturing capabilities,
we intend to build institutional relationships through high quality and
low cost custom product lines. In particular, one of our focal points will
be custom packaged pharmacy products for institutional customers.
o EXPAND OUR MANUFACTURING ARM TO INCLUDE FOOD AND DRUG ADMINISTRATION
APPROVED GENERIC AND OVER-THE-COUNTER DRUGS. We are planning to expand our
manufacturing facility in Largo, Florida to manufacture generic and
over-the-counter drugs. We have created a new division of the company
dedicated to the marketing and distribution of these products through
traditional retailers such as drug stores, mass merchandisers and food
stores.
o BROADEN OUR MANUFACTURING CUSTOMER BASE. We are continuously seeking ways
to expand our manufacturing customer base. We intend to increase our
market penetration of private label manufacturing customers by reducing
manufacturing time with fully-automated high-speed manufacturing
equipment, by delivering high quality products and by providing research
and development support to improve our product offerings. We will also
continue to develop strategic alliances with manufacturing customers.
o PROVIDE RAPID INTRODUCTION OF NEW PRODUCTS. Much of the recent growth in
the dietary supplement industry can be attributed to emotional appeal of
dietary supplements and the intense consumer and media interest associated
with that appeal. We feel that growth can only be maintained through the
rapid introduction of products that pique the interest of health conscious
consumers and maintain their interest over the long-term. We intend to
increase our ongoing development and marketing of new products in order to
capitalize on and create market opportunities in new market segments.
o CREATE MORE VALUE ADDED PRODUCTS. We feel that we can differentiate
ourselves from our competitors by providing customers with more
value-added products. Consequently, we intend
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to produce and market additional, as well as enhanced, dietary supplements
that integrate a variety of compounds to achieve greater bio-availability,
effectiveness and product convenience.
o PROVIDE FASTER PRODUCT DEVELOPMENT RESPONSE TO OUR CUSTOMERS' NEEDS. We
believe that we can differentiate ourselves from other dietary supplement
manufacturers by providing faster and more appropriate responses to our
customers. Our development response time for proprietary and private label
products is critical to capitalize on consumer trends and preferences. We
intend to utilize these trends and preferences to expand our customer base
and provide consumers with the most timely and well adapted products for
their needs.
o PURSUE STRATEGIC ACQUISITIONS. We believe that the health care,
pharmaceutical and dietary supplement industies are fragmented and
currently offer attractive acquisition opportunities. We intend to pursue
acquisition opportunities that will broaden our product lines, provide
efficiencies in manufacturing through economies of scale, broaden our
customer base, complement our existing businesses and further our
strategic goals.
OUR PRIVATE LABEL PRODUCTS
Sales of our private label products accounted for substantially all of our
revenues for the year ended March 31, 2000 and for the three months ended June
30, 2000. We currently manufacture products for over 400 private label
customers in 47 states in the United States and ship to several countries
internationally. Our private label business has a widely distributed revenue
base. For the year ended March 31, 2000, we had sales of 5% or more of total
revenues to three of our private label customers, each of which accounted for
approximately 14%, 9% and 5% of total revenues, none of which were affiliates.
For the three months ended June 30, 2000, we had sales of 5% or more of total
revenues to four of our unaffiliated private label customers, one of which
acounted for approximately 21% and three of which each accounted for
approximately 7% of total revenues. In addition, for the three months ended
June 30, 2000, we had sales of 5% or more of total revenues to one of our
affiliates, which accounted for approximately 37% of total revenues. For the
year ended March 31, 2000 and for the three months ended June 30, 2000, we did
not have sales of 5% or more of total revenues to any company that is a party
to an exclusive manufacturing agreement with us.
OUR BRANDED PRODUCTS
To date, sales of our branded products have not accounted for a
significant portion of our revenues. We intend to employ additional marketing
efforts on the sale of our branded products, which we believe will yield higher
profit margins than our private label products. In addition to the branded
products listed below, we also have approximately 12 other branded products,
and intend to develop additional branded products. Some of our branded products
include:
o "NUTRISURE(TM)" is a meal replacement powder mix with nutritious
proteins, medium chain triglycerides and antioxidants that conforms with
diabetic diet requirements;
o "PHYSICIANS' PHARMACEUTICALS(TM)" is a proprietary line of dietary
supplements which includes vitamins, minerals and herbal supplements; and
o "ARTH-AID(TM)" arthritis cream and easy-to-use roll-on is designed to
relieve arthritic pain, and is formulated with capsaicin and functional
botanicals.
MANUFACTURING FACILITIES
Our primary manufacturing facility is located in 33,222 square feet of
leased space in Largo, Florida. We use this location for our executive offices
and for the manufacturing, research, development, packaging and warehousing of
our products. We are considering the completion of the addition of 16,000
square feet of manufacturing space at this location by the fourth calendar
quarter
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of the year 2001. Our manufacturing facilities at this site utilize high-speed
encapsulating, tableting and production line equipment. The facility is large
enough to handle bulk orders, but versatile enough to provide quick response to
customer needs. This site also houses our graphic arts department, which
designs and prints labels for our products, and our research and development
department, which develops and improves both our proprietary and private label
products.
Our second manufacturing facility is located in 9,694 square feet of
leased space in the greater Tampa Bay, Florida area. This facility is
registered with the United States Food and Drug Administration and is used for
the manufacture and packaging of over-the-counter drugs.
Currently, we can manufacture approximately 270 million tablets and
capsules and four million bottles annually. Our manufacturing facilities
normally operate two shifts per day, five days per week. Certain packaging
lines or capsule and tablet production lines run longer as demand warrants. We
operate flexible manufacturing lines that can shift output efficiently among
various pieces of equipment depending upon factors such as batch size, tablets
or capsule count, and labeling requirements. We strive to fulfill and ship all
orders within 30-45 days. While we believe we can double our sales volume
without expanding our current facilities, we will expand our manufacturing
capacities upon receiving Food and Drug Administration approval for production
of generic and over-the-counter drugs. An increase in production would require
additional space and personnel for warehousing and shipping operations, but
would not necessarily require substantial capital investment.
RESEARCH AND DEVELOPMENT
Our research and development department develops new concepts and
formulations for our branded and private label products. Dr. Sekharam, our
President, provides guidance and direction for our research and development
team in product development. Our three full-time chemists perform product
research and development, while our technical staff prepares cost estimates and
samples based on their formulations. Prior to the final manufacture of our
products, this team also develops operational procedures and pilot testing
programs. Finally, our research and development regulatory staff personnel
prepare all dietary information and label requirements. Historically, our
expenditures for research and development have not been material, relative to
our overall operating expenses.
Our research and development laboratory is equipped with modern laboratory
test equipment, including high pressure liquid chromatography, atomic
absorption spectroscopy, as well as instruments to test pH, viscosity,
moisture, gradient sizing, ash, melting point, refractive index, tablet
hardeners and disintegration. The laboratory also has equipment for
microbiological tests and stability chambers to test both long-term and
accelerated shelf life of each product. We believe that our laboratory
facilities are in compliance with all applicable environmental regulations.
Our product development team works closely with customers to understand
their needs and strengths to create products with value adding features. As our
development response time is critical to capitalizing on consumer trends and
preferences, we focus on meeting end-user needs as quickly as possible. For
example, our touch-free arthritis relief roll-on was specially designed for
customers reporting finger irritation due to the ointment's active ingredients.
We believe that this type of flexibility and attention to customer needs
results in more valuable and marketable products.
DISTRIBUTION
The products we manufacture for others are distributed to health food and
drug stores, and to mass merchandisers, and are directly marketed by our
in-house sales force and by various other means. Our branded products are
distributed to health food, drug and convenience stores, and will be
distributed through our web site.
MARKETING AND SALES
Our marketing and promotion strategy is targeted toward stimulating demand
for our products and increasing brand awareness and web site recognition. We
currently employ a traditional in-house
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sales force that markets our branded and private label products directly to
wholesale and institutional customers. We also utilize product promotions and
print media to reach new customers in targeted markets. We intend to increase
these efforts significantly in the areas of direct sales, telesales, and
traditional and online advertising.
We plan to increase direct sales marketing by hiring additional sales
representatives to contact nursing homes, assisted living facilities and
personal care residences to market our institutional online services.
Similarly, we plan to hire marketing representatives to contact self-insured
employers, health maintenance organizations, and other health benefit provider
associations to market our pharmacy benefit management services. We also intend
to hire personnel to pursue contractual arrangements with pharmacies. We also
intend to expand our sales force to initiate direct and regular contact with
our customer's key personnel, to inform them of new product developments and
industry trends, aid them in the design of store displays and create
merchandising programs that promote our branded products.
We intend to increase telesales by hiring an in-house telesales group to
prospect for customers for our branded products and dietary supplement
products.
We intend to increase our advertising efforts by implementing online sales
and marketing techniques to increase brand awareness and direct traffic to our
web site. These techniques include purchasing banner advertising on search
engine web sites and Internet directories, as well as direct links from health
related web sites. We feel that these efforts will supplement our strategic
agreements and traditional advertising efforts as well.
We extend various credit terms to our customers subject to our credit
approval process. In most cases, where credit terms are granted, we require a
prepayment of 50% of the amount of the sales order, with the balance due within
30 days of shipment. Some of our customers whose sales are to regional and/or
national chain drug stores receive payments from their customers on extended
payment terms. In such cases, we grant extended payment terms, when requested,
by a long-standing significant customer.
SALES REVENUE BACKLOG
Our manufacturing revenues are generated by fulfilling sales orders
received from our customers within an average turn-around time ranging from
30-45 days. Consequently, we experience a backlog for future revenues at all
times. As of June 30, 2000, we had approximately $503,000 in backlog sales
orders.
PRINCIPAL SUPPLIERS
We obtain all of the raw materials for the manufacture of our products
from third party suppliers primarily located within the United States. We do
not have contracts with any of our suppliers to provide adequate materials
required for our product manufacturing.
COMPETITION
The manufacturing, wholesale, retail and distribution industries in which
we operate are highly competitive. Numerous companies, many of which have
greater size, financial, personnel, distribution and other resources than us,
compete with us in our development, manufacture, distribution, wholesaling and
retailing businesses. The Nutrition Business Journal estimates that there are
1,050 manufacturers and branded marketers of dietary supplements in the United
States with at least $500,000 in annual sales. The Nutrition Business Journal's
1997 database includes 16 companies with over $100 million in revenues, which
represents 55% of the dietary supplement market.
Our branded products face substantial competition from broad line
manufacturers, large private label manufacturers, and more recently from large
pharmaceutical companies. Increased competition from companies with greater
financial, manufacturing, distribution and marketing capabilities than our own
could have a materially adverse affect on our operations. We compete on the
basis of product
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quality, cost and customer service. Our branded products' success depends
primarily on our increasing brand recognition across multiple distribution
channels, our ability to quickly develop, advertise, market and promote new and
existing products with high quality and value, and our efficient distribution
of these products.
The online pharmacy market is a relatively new development in e-commerce.
Consequently, this market is highly fragmented into the specialty areas of
health, beauty, wellness, personal care and pharmacy products. Some of our
competitors include:
o online pharmacy specialists, such as planetrx.com, drugstore.com,
VitaminShoppe.com, and MotherNature.com;
o Internet portals with shopping services, such as Yahoo!, Excite, and
America Online;
o chain drug stores, such as CVS and Walgreen's;
o prescription benefit managers, such as Express Scripts;
o warehouse clubs, such as BJ's and Costco;
o mail order pharmacies;
o major department stores, such as Macy's and Nordstrom; and
o health and beauty salons and spas.
Many of these competitors currently offer online ordering of their
products. In addition, many of these online and traditional competitors have
longer operating histories, greater brand recognition, and substantially
greater economic, marketing and other resources than we do. These resources may
provide some of these competitors with greater opportunities to form joint
ventures and favorable vendor agreements as this market develops. In addition,
traditional pharmacies can provide customers with the ability to see and feel
products, and may be able to address immediate customer product needs in ways
that we cannot.
TRADEMARKS AND REGISTERED DOMAIN NAMES
We utilize the federally registered trademarks Nutrisure(TM), Physician
Pharmaceutical(TM) and Arth-Aid(TM). We also utilize the registered domain
names Go2Pharmacy.com and Go2Pharmacy.net through the Delaware corporation
Go2Pharmacy.com, Inc. We believe that protecting our trademarks and registered
domain names is crucial to our business strategy of building strong brand name
recognition and that such trademarks have significant value in the marketing of
our products.
Our policy is to pursue registrations of all the trademarks associated
with our key products. We rely on common law trademark rights to protect our
unregistered trademarks. Common law trademark rights generally are limited to
the geographic area in which the trademark is actually used, while a United
States federal registration of a trademark enables the registrant to stop the
unauthorized use of the trademark by any third party anywhere in the United
States. Furthermore, the protection available, if any, in foreign jurisdictions
may not be as extensive as the protection available to us in the United States.
Although we seek to ensure that we do not infringe upon the intellectual
property rights of others, there can be no assurance that third parties will
not assert intellectual property infringement claims against us. Any
infringement claims by third parties against us may have a materially adverse
affect on our business, financial condition, results of operations and cash
flows.
GOVERNMENT REGULATORY MATTERS
The manufacture, packaging, labeling, advertising, promotion, distribution
and sale of our manufactured products is subject to regulation by numerous
governmental agencies, particularly the
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United States Food and Drug Administration, which regulates our products under
the Federal Food, Drug and Cosmetic Act, and the United States Federal Trade
Commission, which regulates the advertising of our products under the Federal
Trade Commission Act. Our products are also subject to regulation by, among
other regulatory agencies, the Consumer Product Safety Commission, the United
States Department of Agriculture, the United States Department of Environmental
Regulation and the Occupational Safety and Health Administration. The
manufacture, labeling and advertising of our products is also regulated by the
Occupational Safety and Health Administration through various state and local
agencies as well as foreign countries to which we distribute our products.
Our online pharmacy, dietary supplements, health and beauty care products,
over-the-counter drugs, and consumer products business is subject to
significant government regulation. These products are regulated by the Food and
Drug Administration, Federal Trade Commission, Consumer Product Safety
Commission, as well as other state and federal regulatory entities. Our online
pharmacy business is also subject to significant federal and state regulatory
and licensing requirements. These regulations will likely increase, as the
Internet pharmacy industry expands and the use of the Internet expands. While
we use our best efforts to adhere to the regulatory and licensing requirements,
as well as any other requirements affecting our products, compliance with these
often requires subjective legislative interpretation. Consequently, we cannot
assure that our compliance efforts will be deemed sufficient by regulatory
agencies and commissions enforcing these requirements. Nonetheless, we employ a
compliance person to assist in these efforts. Violation of these regulations
may result in civil and criminal penalties, which could materially and
adversely affect our operations.
Recent events have suggested that the regulatory requirements governing
our industry may expand in the near future. For example, the United States
House of Representatives' Committee on Commerce, United States General
Accounting Office, and a federal interagency task force have all recently
reviewed various aspects of the online pharmacy industry. These inquiries have
dealt predominantly with laws governing pharmacy operations, prescription
submission, patient confidentiality, and licensing requirements. In addition,
the Clinton Administration proposed legislation extending federal enforcement
powers and establishing new licensing guidelines to ensure online pharmacy
compliance with state and federal laws. While we believe that we comply with
existing federal and state pharmacy licensing requirements, ratification of
these changes will likely increase our reporting and monitoring requirements.
Our manufacture of dietary supplements is subject to significant labeling
regulation. Labeling claims are governed by the Food and Drug Administration,
the Federal Food, Drug and Cosmetic Act, and the recent Dietary Supplement
Health and Education Act of 1994. Our manufacture of over-the-counter drugs
must comply with all Food and Drug Administration guidelines and Food and Drug
Administration enforced Good Manufacturing Practices regulations for those
products as set forth in official monographs of the United States Pharmacoepia
and other applicable laws enforced by the Food and Drug Administration. These
include manufacturing and product information, such as claims in a product's
labeling, package inserts, and accompanying literature. The Dietary Supplement
Health and Education Act of 1994 guidelines permit certain dietary supplement
labeling claims without prior authorization by the Food and Drug
Administration, provided that the manufacturer has substantiation for the
claims and complies with certain notification and disclaimer requirements. The
legislation gives dietary supplement manufacturers more freedom to market their
products, while providing consumers adequate information for informed decisions
on the use of supplements.
Under the Dietary Supplement Health and Education Act of 1994 and previous
food labeling laws, supplement manufacturers may use three types of labeling
claims, with the approval of the Food and Drug Administration. These claims
include nutrient-content claims, disease claims, and nutrition-support claims,
which include "structure-function claims." Nutrient-content claims describe the
level of a nutrient in a food or dietary supplement. For example, a supplement
containing at least 200 mg of calcium per serving could carry the claim "high
in calcium." Disease claims show a link between a substance and a disease or
health-related condition. The Food and Drug Administration authorizes disease
claims based on a direct review of scientific evidence or documentation of
established diet-to-health links from highly regarded scientific bodies, such
as the National Academy of Sciences. For
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example, it is permissible to advertise a link between calcium and a lower risk
of osteoporosis, if the supplement contains sufficient amounts of calcium.
Nutrition-support claims describe a link between a nutrient and deficiency
diseases that may result from diets lacking the nutrient. For example, the
label of a Vitamin C supplement could state that Vitamin C prevents scurvy.
When these types of claims are used, the label must mention the prevalence of
the nutrient-deficiency disease in the United States. Finally,
structure-function claims refer to the supplement's effect on the body's
structure or function, including its overall effect on a person's well-being.
For example, a structure-function claim could state "antioxidants maintain cell
integrity." Structure-function claims must be accompanied by the disclaimer
"This statement has not been evaluated by the Food and Drug Administration."
This product is not intended to diagnose, treat, cure, or prevent any disease.
Manufacturers who plan to use a structure-function claim on a particular
product must inform the Food and Drug Administration of the use of the claim no
later than 30 days after the product is first marketed. The Food and Drug
Administration may then advise the manufacturer to change or delete the claim.
Claims made for our dietary supplement products may include statements of
nutritional support and health and nutrient content. The Food and Drug
Administration's interpretation of what constitutes an acceptable statement of
nutritional support may change in the future thereby requiring that we revise
our labels. The Food and Drug Administration recently issued a proposed rule on
what constitutes permitted structure/function claims as distinguished from
prohibited disease claims. Although we believe our product claims comply with
the law, depending on the content of the final regulation, we may need to
revise our labels.
The Food and Drug Administration issued final dietary supplement labeling
regulations in 1997 that required a new format for dietary supplement product
labels by March 23, 1999. All companies in the dietary supplement industry were
required to comply with these labeling regulations. The Food and Drug
Administration has also announced that it is considering promulgating new Good
Manufacturing Practices regulations, specific to dietary supplements. Such
regulations, if promulgated, may be significantly more rigorous than currently
applicable regulations and contain quality assurance requirements similar to
Good Manufacturing Practices regulations for drug products. Therefore, we may
be required to expend additional capital resources on upgrading manufacturing
processes and/or equipment in the future in order to comply with the law.
Our failure to comply with applicable Food and Drug Administration
regulatory requirements could result in, among other things, injunctions,
product withdrawals, recalls, product seizures, fines, and criminal
prosecutions.
Our advertising of dietary supplement products is also subject to
regulation by the Federal Trade Commission under the Federal Trade Commission
Act, in addition to state and local regulation. The Federal Trade Commission
Act prohibits unfair methods of competition and unfair or deceptive acts or
practices in or affecting commerce. The Federal Trade Commission Act also
provides that the dissemination or the causing to be disseminated of any false
advertisement pertaining to drugs or foods, which would include dietary
supplements, is an unfair or deceptive act or practice. Under the Federal Trade
Commission's Substantiation Doctrine, an advertiser is required to have a
"reasonable basis" for all objective product claims before the claims are made.
Failure to adequately substantiate claims may be considered either deceptive or
unfair practices. Pursuant to this Federal Trade Commission requirement we are
required to have adequate substantiation for all material advertising claims
made for our products.
In recent years the Federal Trade Commission has initiated numerous
investigations of dietary supplement and weight loss products and companies.
The Federal Trade Commission is reexamining its regulation of advertising for
dietary supplements and has announced that it will issue a guidance document to
assist supplement marketers in understanding and complying with the
substantiation requirement. Upon release of this guidance document we will be
required to evaluate our compliance with the guideline and may be required to
change our advertising and promotional practices. We may
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be the subject of investigation in the future. The Federal Trade Commission may
impose limitations on our advertising of products. Any such limitations could
materially adversely affect our ability to successfully market our products.
The Federal Trade Commission has a variety of processes and remedies
available to it for enforcement, both administratively and judicially,
including compulsory processes, cease and desist orders, and injunctions.
Federal Trade Commission enforcement can result in orders requiring, among
other things, limits on advertising, corrective advertising, consumer redress,
divestiture of assets, rescission of contracts and such other relief as may be
deemed necessary. A violation of such orders could have a material adverse
affect on our business, financial condition and results of operations.
Governmental regulations in foreign countries where our plans to commence
or expand sales may prevent or delay entry into the market or prevent or delay
the introduction, or require the reformulation, of certain of our products.
Compliance with such foreign governmental regulations is generally the
responsibility of our distributors for those countries. These distributors are
independent contractors over whom we have limited control.
We manufacture certain products pursuant to contracts with customers who
distribute the products under their own or other trademarks. Such private label
customers are subject to government regulations in connection with their
purchase, marketing, distribution and sale of such products. We are subject to
government regulations in connection with our manufacturing, packaging and
labeling of such products. Our private label customers are independent
companies and their labeling, marketing and distribution of their products is
beyond our control. The failure of these customers to comply with applicable
laws or regulations could have a materially adverse effect on our business,
financial condition, results of operations and cash flows.
We may be subject to additional laws or regulations by the Food and Drug
Administration or other federal, state or foreign regulatory authorities, the
repeal of laws or regulations which we consider favorable, such as the Dietary
Supplement Health and Education Act of 1994, or more stringent interpretations
of current laws or regulations, from time to time in the future. We are unable
to predict the nature of such future laws, regulations, interpretations or
applications, nor can we predict what effect additional governmental
regulations or administrative orders, when and if promulgated, would have on
our business in the future. The Food and Drug Administration or other
governmental regulatory bodies could, however, require the reformulation of
certain products to meet new standards, the recall or discontinuance of certain
products not able to be reformulated, imposition of additional recordkeeping
requirements, expanded documentation of the properties of certain products,
expanded or different labeling and scientific substantiation. Any or all of
such requirements could have a materially adverse affect on our business,
financial condition, results of operations and cash flows.
EMPLOYEES
As of June 30, 2000, we had 47 employees. Of these employees, five were
engaged in marketing and sales, 32 were devoted to production and distribution
and ten were responsible for management and administration. None of our
employees are covered by a collective bargaining agreement. We believe we have
good relations with our employees.
LEGAL MATTERS
From time to time we are subject to litigation incidental to our business
including possible product liability claims. Such claims, if successful, could
exceed applicable insurance coverage. We are not currently a party to any legal
proceedings that we consider to be material.
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MANAGEMENT
EXECUTIVE OFFICERS, DIRECTORS, DIRECTOR NOMINEES AND KEY EMPLOYEES
Our executive officers, directors and key employees and their ages and
positions as of June 30, 2000 are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Mihir K. Taneja .................. 25 Chief Executive Officer, Secretary and Director
Kotha S. Sekharam, Ph.D .......... 48 President and Director
Carol Dore-Falcone ............... 35 Vice President and Chief Financial Officer
Jugal K. Taneja .................. 56 Chairman of the Board and Director
Joseph Zappala ................... 65 Director -- Nominee
Bartholomew J. Lawson ............ 51 Director -- Nominee
Dr. David Dalton ................. 51 Director -- Nominee
George L. Stuart, Jr ............. 53 Director -- Nominee
</TABLE>
MIHIR K. TANEJA has served as our Chief Executive Officer, Secretary and a
Director since November 1999. Prior to this he served as our Vice President of
Marketing since June 1998. He also served as Dynamic's Vice President of
Marketing from July 1996 to November 1999. Prior to joining Dynamic, Mr. Taneja
served as a market and financial analyst for Bancapital Corporation from 1994
to 1996. Mr. Taneja holds Bachelor of Arts degrees in finance and marketing
from the University of Miami. Mr. Taneja is the son of Jugal K. Taneja.
DR. KOTHA S. SEKHARAM currently serves as our President and a Director.
Prior to this, Dr. Sekharam was a founder and director of Nu-Wave Health
Products, Inc., a developer and manufacturer of over-the-counter analgesic
roll-ons and creams, dietary supplements and health and beauty care products.
Dynamic acquired 80% of Nu-Wave in September 1995 and the additional 20% of
Nu-Wave in July 1997. Dr. Sekharam served as President of Nu-Wave from June
1996 through March 1998 and Vice President of Nu-Wave from September 1995 until
June 1996. From 1992 until September 1995, he served as Director of Research
and Development of Energy Factors, Inc., our predecessor. He has served as
President of Dynamic since June 1996 and served as our President since June
1998. Presently, he continues to serve as our President and as President of
Dynamic. Dr. Sekharam holds a Ph.D. in food sciences from Central Food
Technological Research Institute, Mysore, India, a United Nations university
center and has over 15 years of experience in the food and health industry.
CAROL DORE-FALCONE has served as our Vice President and Chief Financial
Officer since August 1999. She has also served as Vice President and Chief
Financial Officer of Dynamic since August 1999. Prior to joining us, Ms.
Dore-Falcone was employed as an audit manager with Deloitte & Touche LLP,
Certified Public Accountants, where she had served in various capacities since
January 1990. Ms. Dore-Falcone is a certified public accountant and holds an
M.B.A. from the University of Tampa.
JUGAL K. TANEJA has served as our Chairman of the Board since June 1998.
Until June 1998, he also served as Chief Executive Officer for Dynamic. From
November 1991 until December 1998, he also served as the Chairman of the Board
and Chief Executive Officer of NuMed Home Health Care, Inc., a provider of home
health care services and contract staffing of health care employees. From June
1993 until March 1998, he was also the Chief Executive Officer of National
Diagnostics, Inc., a provider of medical diagnostic services. NuMed Home Health
Care, Inc and National Diagnostics, Inc., are publicly traded companies. Mr.
Taneja is also a Director of DrugMax.com, Inc., a public company operating as
an online business to business wholesaler and retailer of pharmaceuticals,
over-the-counter drugs, health and beauty care products and private label
dietary supplements. Although
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he devotes substantial time to our operations and business, Mr. Taneja does not
devote his full time to our business. Mr. Taneja is the father of Mihir K.
Taneja.
JOSEPH ZAPPALA will serve as a Director upon completion of our acquisition
of the Delaware corporation, Go2Pharmacy.com, Inc. Since January 1995, Mr.
Zappala has served as Chairman and a member of the board of managers of
CarePlus, LLC, a growing Medicaid and Child Health Plus health maintenance
organization. Since July 2000, Mr. Zappala also serves as a Director of
DrugMax.com, Inc. Since January 2000, he has served on the Board of Directors
of Amedore Homes, Inc., a homebuilding company located in the Capitol Region of
New York. Mr. Zappala was on the Boards of Directors of the International
Thoroughbreds Association from June 1997 to January 1999 and Miami Subs, Inc.
from June 1995 to July 1999. Mr. Zappala was appointed by United States
President George Bush and served as the United States Ambassador to Spain from
1989 to 1992. Mr. Zappala has been a Florida-based business executive for over
35 years with experience in various industries, including healthcare, banking,
real estate and manufacturing.
BARTHOLOMEW J. LAWSON will serve as a Director upon completion of our
acquisition of the Delaware corporation, Go2Pharmacy.com, Inc. Since June 1997,
Mr. Lawson has served as President and Executive Director of the Greater New
York Health Care Facilities Association, a not-for-profit trade association,
representing over 150 skilled nursing and long-term care facilities, as well as
ancillary health care providers, and managed care organizations. Since June
1997, Mr. Lawson has also served as Chairman of the Board of the Local
144-Greater New York Nursing Home Industry Welfare, Pension, Skill and
Productivity Funds, which represents over $500 million of employee benefit
revenues, which has an annual operating budget of $55 million. Since January
1995, Mr. Lawson served as a member of the board of managers of CarePlus, LLC,
a growing Medicaid and Child Health Plus health maintenance organization. Mr.
Lawson is considered one of the foremost experts on long-term care in the
United States. His knowledge of health care economics has led to consulting
engagements with city, county, state, and federal legislators, health care
delivery systems and executives. During 1994 and 1995, Mr. Lawson chaired the
health transition teams for both New York State Governor Pataki and New York
City Mayor Giuliani. In August 1998, Mr. Lawson was appointed by the Minority
Leader of the New York State Assembly to the New York State Managed Care
Advisory Committee.
DR. DAVID DALTON will serve as a Director upon completion of our
acquisition of the Delaware corporation, Go2Pharmacy.com, Inc. Dr. Dalton is a
founder of and has, since October 1996, been President and Chief Executive
Officer of Health Resources, Inc., a pharmacy benefit management company. Prior
to that, Dr. Dalton held several executive positions with Rite Aid Corporation,
including Executive Vice President from 1971 to 1989. In 1989, Dr. Dalton's
management team completed a leveraged buyout of People Drug Stores, Inc.
(Western Division), where he served as Senior Vice President, Pharmacy
Operations, until October 1998. From 1990 until 1996, he served as President
and chief executive officer for Medical Services Agency, Inc., know as MEDNET.
Dr. Dalton has served on the Boards of Directors of Blue Shield of Pennsylvania
from 1980 to 1996, National Association of Chain Drug Stores from 1989 to 1992,
National Council of Prescription Drug Programs from 1985 to 1995, and the
National Health Association from 1985 to present. He is a visiting professor at
several Schools of Pharmacy throughout the United States, receiving both
national and local honors inclusive of recognition by several United States
Presidents and the United States Senate. Dr. Dalton holds a B.S. degree in
Pharmacy form West Virginia University and a D.Ph., Maryland registration
GEORGE L. STUART, JR. has served as a Director since March 2000. Mr.
Stuart has been the Chief Executive Officer of DoctorSurf.com, Inc. since
December 1, 1999. From July 1997 to December 1999, Mr. Stuart was Vice
President and a Director of Leapfrog Smart Products, Inc., a high-technology
smart card development company in Orlando, Florida. From January 1995 to July
1997, Mr. Stuart was a partner in Stuart/Cloud Enterprises, Ltd. a government
relations business development and organizational consulting firm in
Tallahassee, Florida. Mr. Stuart was a Florida State Senator from 1978 through
1990. From January 1991 to January 1995, Mr. Stuart served as the Secretary and
Chief
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Executive Officer of the State of Florida's Department of Business and
Professional Regulation. Mr. Stuart holds a B.A. degree in Economics from the
University of Florida and an M.B.A. from Harvard University's Graduate School
of Business.
BOARD COMMITTEES AND COMPENSATION
We reimburse each of our directors for reasonable expenses incurred in
attending meetings of our Board of Directors. Directors currently receive no
other compensation for their services as directors. Following completion of
this offering, however, we intend to pay each non-employee director a fee of
$500 for each meeting attended by such director, but not less than $2,000 per
year if they attend at least three meetings during the year. Non-employee
directors who serve on board committees will be paid a fee of $100 for each
committee meeting attended by such director. Upon completion of this offering,
each non-employee director will receive options to purchase 4,000 shares of
common stock for each full remaining year of the director's term. These options
will be exercisable at the public offering price.
The Board of Directors currently has no standing nominating committee.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
earned by Mihir K. Taneja and Kotha S. Sekharam (the "Named Executive
Officers"), during the fiscal years ended March 31, 2000, 1999, and 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
FISCAL YEAR -------------------------------
NAME AND PRINCIPAL POSITION(1) ENDED MARCH 31, SALARY ($)(2) BONUS ($)(3)
--------------------------------------- ---------------- --------------- -------------
<S> <C> <C> <C>
Mihir K. Taneja, Chief Executive
Officer 2000 60,000 --
1999 40,000 --
1998 32,615 1,624
Kotha S. Sekharam, Ph.D., President 2000 90,000 --
1999 75,000 --
1998 75,000 5,414
</TABLE>
(1) We have no officers or other individuals whose compensation from us
exceeded $100,000 in any of the past three fiscal years.
(2) These salaries were paid directly by Dynamic, the salary expense was
allocated to us and we reimbursed Dynamic through the payment of monthly
management fees.
(3) Employment agreements during this period provided for annual bonuses
based on individual performance and on our financial performance.
EMPLOYMENT AGREEMENTS
Upon completion of this offering, we intend to enter into three-year
employment agreements with Mihir K. Taneja, Chief Executive Officer, Kotha S.
Sekharam, President, and Carol Dore-Falcone, Vice President and Chief Financial
Officer, at annual salaries of $150,000, $90,000 and $110,000, respectively.
Such employees will be permitted to participate in our benefits and employee
benefit plans that may be in effect from time to time, to the extent eligible,
and each employee is entitled to receive an annual bonus as determined in the
sole discretion of our Board of Directors based on the Board's evaluation of
the employee's performance and our financial performance.
COMPENSATION PURSUANT TO PLANS
1999 STOCK OPTION PLAN. On September 30, 1999, our Board of Directors and
our sole stockholder adopted our 1999 Stock Option Plan. The 1999 plan will
enable us to attract and retain
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top-quality employees, officers, directors and consultants and to provide such
employees, officers, directors and consultants with an incentive to enhance
stockholder return. The 1999 plan will allow the grant of options to purchase a
maximum aggregate of 700,000 shares of common stock to our officers, directors,
or other key employees and consultants.
The Board of Directors or a committee of the Board may administer the 1999
plan, and has complete discretion to select the optionees and terms and
conditions of each option, subject to the provisions of the 1999 plan. Options
granted under the 1999 plan may be "incentive stock options" as defined in
Section 411 of the Internal Revenue Code of 1986 or so-called nonqualified
options.
The exercise price of incentive stock options may not be less than 100% of
the fair market value of the common stock as of the date of grant (110% of the
fair market value if the grant is to an employee who owns more than 10% of the
total combined voting power of all classes of capital stock of the company).
The Internal Revenue Code currently limits to $100,000 the aggregate value of
common stock that may be acquired in any one year pursuant to incentive stock
options under the 1999 plan or any other option plan adopted by a company.
Nonqualified options may be granted under the 1999 plan at an exercise
price of not less than 100% of the fair market value of the common stock on the
date of grant. Nonqualified options also may be granted without regard to any
restriction on the amount of common stock that may be acquired pursuant to such
options in any one year.
Subject to the limitations contained in the 1999 plan, options become
exercisable at such times and in such installments (but not less than 20% per
year) as the Committee shall provide in the terms of each individual stock
option agreement. The Committee must also provide in the terms of each stock
option agreement when the option expires and becomes unexercisable, and may
also provide the option expires immediately upon termination of employment for
any reason. No option held by directors, executive officers or other persons
subject to Section 16 of the Securities Exchange Act of 1934 may be exercised
during the first six months after such option is granted.
Unless otherwise provided in the applicable stock option agreement, upon
termination of employment of an optionee, all options that were then
exercisable would terminate three months (twelve months in the case of
termination by reason of death or disability) following termination of
employment. Any options which were not fully vested and exercisable on the date
of such termination would immediately be cancelled concurrently with the
termination of employment.
Options granted under the 1999 plan may not be exercised more than ten
years after the grant (five years after the grant if the grant is an incentive
stock option to an employee who owns more than 10% of the total combined voting
power of all classes of capital stock of the company). Options granted under
the 1999 plan are not transferable and may be exercised only by the respective
grantees during their lifetime or by their heirs, executors or administrators
in the event of death. Under the 1999 plan, shares subject to cancelled or
terminated options are reserved for subsequently granted options. The number of
options outstanding and the exercise price thereof are subject to adjustment in
the case of certain transactions such as mergers, recapitalizations, stock
splits or stock dividends. The 1999 plan is effective for ten years, unless
sooner terminated or suspended.
1999 NON-EMPLOYEE OPTION PLAN. On September 30, 1999, our Board of
Directors and sole stockholder adopted our 1999 non-employee stock option plan.
The 1999 non-employee plan enables us to attract and retain top-quality
directors and consultants and to provide such directors and consultants with an
incentive to enhance stockholder return. The 1999 non-employee plan allows the
grant of options to purchase a maximum aggregate of 100,000 shares of common
stock to non-employee directors.
The Board of Directors or a committee of the Board may administer the 1999
non-employee plan, and has complete discretion to select the optionees and
terms and conditions of each option,
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<PAGE>
subject to the provisions of the 1999 non-employee plan. Options granted under
the 1999 non-employee plan will not be "incentive stock options" as defined in
Section 411 of the Internal Revenue Code of 1986, they will be so-called
nonqualified options.
Nonqualified options may be granted under the 1999 non-employee plan at an
exercise price of not less than 100% of the fair market value of the common
stock on the date of grant. Nonqualified options also may be granted without
regard to any restriction on the amount of common stock that may be acquired
pursuant to such options in any one year.
Subject to the limitations contained in the 1999 non-employee plan,
options become exercisable at such times and in such installments as the
Committee shall provide in the terms of each individual stock option agreement.
The Committee must also provide in the terms of each stock option agreement
when the option expires and becomes unexercisable, and may also provide the
option expires immediately upon termination of services for us or for any other
reason. No option held persons subject to Section 16 of the Securities Exchange
Act of 1934 may be exercised during the first six months after such option is
granted.
Unless otherwise provided in the applicable stock option agreement, upon
termination of engagement of an optionee, all options that were then
exercisable would terminate three months (twelve months in the case of
termination by reason of death or disability) following termination of
services. Any options which were not fully vested and exercisable on the date
of such termination would immediately be cancelled concurrently with the
termination.
Options granted under the 1999 non-employee plan may not be exercised more
than ten years after the grant. Options granted under the 1999 non-employee
plan are not transferable and may be exercised only by the respective grantees
during their lifetime or by their heirs, executors or administrators in the
event of death. Under the 1999 non-employee plan, shares subject to cancelled
or terminated options are reserved for subsequently granted options. The number
of options outstanding and the exercise price thereof are subject to adjustment
in the case of certain transactions such as mergers, recapitalizations, stock
splits or stock dividends. The 1999 non-employee plan is effective for ten
years, unless sooner terminated or suspended.
DIRECTOR AND OFFICER INDEMNIFICATION
Our articles of incorporation provide that we will indemnify our officers,
directors and other eligible persons to the fullest extent permitted under the
laws of the state of Florida. We have also entered into indemnification
agreements with each of our current directors and executive officers which will
provide for indemnification of, and advancement of expenses to, such persons
for expenses and liability incurred by them by reason of the fact that they are
or were a director, officer, or shareholder of Go2Pharmacy including
indemnification under circumstances in which indemnification and advancement of
expenses are discretionary under Florida law.
We believe that it is the position of the Securities and Exchange
Commission that, insofar as the foregoing provisions may be invoked to disclaim
liability for damages arising under the Securities Act of 1933, the provisions
are against public policy as expressed in the Securities Act of 1933 and are,
therefore, unenforceable.
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TRANSACTIONS INVOLVING OFFICERS, DIRECTORS
AND PRINCIPAL SHAREHOLDERS
Prior to this offering, we entered into transactions and business
relationships with certain of our officers, directors and principal
stockholders or their affiliates. We believe that all of the transactions were
on terms no less favorable than we could have obtained from independent third
parties. We did not have any "disinterested" directors at the time such
transactions were approved. Any future transactions between us and our
officers, directors or affiliates will be subject to approval by a majority of
disinterested directors or stockholders in accordance with Florida law and will
be on terms no less favorable to us then could be obtained from independent
third parties. Such directors will be given access to independent legal counsel
at our expense. We will maintain at least two independent directors in the
future.
ACQUISITION OF ENERGY FACTORS, INC. In June 1998, Dynamic, our parent
company, acquired Energy Factors, Inc., a corporation wholly-owned by U.S.
Diversified Technologies, Inc., in return for 310,000 shares of Dynamic's
series A convertible preferred stock, which is convertible into 310,000 shares
of Dynamic's common stock. Shortly before the acquisition was consummated,
Dynamic loaned $100,000 to Energy Factors, which was used as working capital.
Paul A. Santostasi, our former Vice Chairman of Business Development and a
former Director, is also the President and owns approximately 30% of the issued
and outstanding equity securities of U.S. Diversified. At the time of the
acquisition, Dynamic entered into an employment agreement with Mr. Santostasi
and granted to Mr. Santostasi an option to purchase 200,000 shares of Dynamic
common stock at a purchase price of the greater of $9 per share or the price at
which the common stock is offered under a public offering of Dynamic's common
stock. The options vest over a period of three years, commencing on June 12,
1998.
EXCLUSIVE MANUFACTURING AGREEMENTS. In November 1999, we entered into
exclusive manufacturing agreements with DrugMax.com, Inc. and JavaSports.com,
Inc. whereby we agreed to manufacture all products which DrugMax.com and
JavaSports.com require and which we are capable of manufacturing.
We believe that the prices we charge this company are competitive and at
no less favorable terms than those with non-affiliated third parties. Jugal K.
Taneja, our Chairman, is a director of DrugMax.com and Chairman of Java
Sports.com.
ACQUISITION OF THE DELAWARE CORPORATION, GO2PHARMACY.COM, INC. On the day
we close this offering, we will also acquire all of the issued and outstanding
stock of Go2Pharmacy.com, Inc., the Delaware corporation for a total of
3,000,000 shares of our common stock. Of such 3,000,000 shares, 1,375,000
shares will be issued to Joseph Zappala, 500,000 shares will be issued to The
Zappala Family LLC (Mr. Zappala is not a beneficiary of the LLC but exercises
voting rights over the shares of common stock which it will own), and 260,000
shares will be issued to Post Equities LLC (in which Mr. Zappala's wife owns
approximately 71% of the equity interests).
In exchange for the 3,000,000 shares of our stock, we will acquire all of
the outstanding shares of Go2Pharmacy.com, Inc.'s capital stock and will assume
all of its assets and liabilities. These assets principally consist of the URLs
"Go2Pharmacy.com" and "Go2Pharmacy.net," and its agreements with CarePlus, a
New York based health maintenance organization, and The Greater New York Health
Care Facilities Association. In addition, we entered into a consulting
agreement between Go2Pharmacy, Inc. and Joseph Zappala, dated as of June 27,
2000.
It is intended that the distribution of our common stock to the limited
number of stockholders of Go2Pharmacy.com, Inc., the Delaware corporation, will
be an exempt transaction under Section 4(2) of the Securities Act of 1933. Each
of the stockholders of Go2Pharmacy.com, Inc., the Delaware corporation, is an
accredited investor under federal securities law. The merger agreement was
executed on June 26, 2000, and the actual exchange of stock to effect the
merger will occur by operation of the merger agreement without further action
on the part of the stockholders of either company.
36
<PAGE>
In June 2000, we entered into a consulting agreement with Joseph Zappala,
who will become a director upon completion of this offering. Mr. Zappala will
provide advice and assistance in connection with the transition of operations
following our acquisition of the business operations of
Go2Pharmacy.com, Inc. Delaware, with respect to the operations of our ongoing
business, and general business advice regarding the healthcare industry. The
agreement shall have a term of five years during which Mr. Zappala shall be
paid an aggregate of $250,000 solely from one-seventh of our positive cash flow
(our net income (loss), adjusted for amortization, depreciation and other
non-cash charges).
In February 1999, we established a $2,000,000 credit facility to provide
additional working capital to support our continued growth. The note with
respect to a portion of this debt is secured by all of our assets, all of
Dynamic's assets and by personal guarantee from our Chairman of the Board.
In August and September 1999, we borrowed $86,500 from our Chairman of the
Board which was repaid in December 1999, with interest at the rate of 10% per
annum.
In September 1999, we transferred our land and building in Largo, Florida
to Dynamic at net book value, which we believe approximated fair market value
on the date of transfer, based upon a recent independent appraisal of the
property. In conjunction with the transfer, Dynamic satisfied all of our
outstanding mortgages on the premises. In addition, approximately $598,000 of
our obligation to Dynamic was extinguished (which included existing mortgages
payable to Dynamic), which represented the difference between net book value
and amounts outstanding under existing mortgages to third parties. At the time
of the transfer, we agreed to lease the facility in Largo, Florida, from
Dynamic, pursuant to a ten year lease that expires on September 30, 2009. We
have an option to renew the lease at the end of the ten year term. The rental
under the lease is $16,000 per month subject to annual inflationary
adjustments.
In September 1999, $1.5 million of our obligation to Dynamic was converted
to 150,000 shares of our series A preferred stock.
In May 2000, we borrowed $10,000 from 21st Century Healthcare Fund, LLC,
an affiliate of our Chairman of the Board. This loan was to be repaid within 60
days and subsequently was repaid in July 2000 without interest.
In June 2000, we executed promissory notes payable to Carnegie Capital,
Ltd., an affiliate of our Chairman of the Board, and to Joseph Zappala, a
proposed director. Each promissory note provides for a draw-down of up to
$100,000, and bears interest at the rate of 10% per annum. The notes are
payable from the proceeds of this offering. As of June 30, 2000, the amount
outstanding under each promissory note was $20,000. The proceeds of the notes
will be used to pay the expenses of this offering.
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<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth the beneficial ownership of Go2Pharmacy
voting securities as of the closing date of this offering, by each person known
by us to beneficially own 5% or more of the outstanding shares of our voting
securities, each of our directors, our named executive officers, and all
directors and executive officers as a group. As of September 8, 2000 there were
3,015,000 common shares issued and outstanding. The information set forth in
the table and accompanying footnotes has been furnished by the named beneficial
owners.
<TABLE>
<CAPTION>
BEFORE OFFERING AFTER OFFERING
---------------------------------- --------------------------------
AMOUNT AND NATURE AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF OF BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER(1) OWNERSHIP(2) CLASS (%) OWNERSHIP(2) CLASS (%)
--------------------------------------- ------------------- ------------ ------------------ -----------
<S> <C> <C> <C> <C>
Mihir K. Taneja ....................... 386,840(3) 12.8 386,840(3) 5.5
Kotha S. Sekharam ..................... 120,877(3) 4.0 120,877(3) 1.7
Jugal K. Taneja ....................... 1,226,313(3) 40.7 1,226,313(3) 17.5
Joseph Zappala ........................ -- -- 2,060,000 29.4
The Zappala Family LLC ................ -- -- 500,000 7.1
Bartholomew J. Lawson ................. -- -- 250,000 3.6
Dr. David Dalton ...................... -- -- -- --
George L. Stuart, Jr. ................. -- -- -- --
Dynamic Health Products, Inc. ......... 3,000,000(3) 99.5 3,000,000 42.8
William L. LaGamba .................... 454,797(3) 15.0 454,797(3) 6.5
Michele LaGamba ....................... 454,797(3) 15.0 454,797(3) 6.5
David Spencer Gange ................... -- -- 390,000 5.6
Manju Taneja .......................... 452,552(3) 15.0 452,552(3) 6.4
Mandeep K. Taneja ..................... 386,840(3) 12.8 386,840(3) 5.5
Carnegie Capital, Ltd. ................ 700,572(3) 23.2 700,572(3) 10.0
All executive officers and directors
as a group (7 persons) .............. 1,734,030(3) 57.5 4,044,030(3) 57.7
</TABLE>
----------------
(1) Except as otherwise indicated, the address of each beneficial owner is c/o
Go2Pharmacy, Inc., 6950 Bryan Dairy Road, Largo, Florida 33777.
(2) Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect
to the shares shown. Except where indicated by footnote and subject to
community property laws where applicable, the persons named in the table
have sole voting and investment power with respect to all shares of voting
securities shown as beneficially owned by them.
(3) Approximate number of shares that are indirectly beneficially owned through
ownership of the common stock of Dynamic Health Products, Inc., a
controlling shareholder of Go2Pharmacy, Inc.
The following factors have been taken into consideration in calculating
the amount and nature of beneficial ownership in Go2Pharmacy:
o As of the date hereof, Dynamic beneficially owned 3,000,000 of the
outstanding shares of Go2Pharmacy. To clarify the nature of this
ownership, we have disclosed Dynamic's total beneficial ownership and the
underlying Go2Pharmacy ownership by each Dynamic shareholder that
beneficially owns more than five percent of Dynamic. These Dynamic
shareholders include Mihir K. Taneja, Kotha S. Sekharam, Jugal K. Taneja,
William LaGamba, Michele LaGamba, Manju Taneja, Mandeep K. Taneja and
Carnegie Capital, Ltd. While Dynamic's board of directors has exclusive
control of Dynamic's ownership of Go2Pharmacy, these investors may be
deemed to have voting and investment power over these shares. Nonetheless,
each of Mihir K. Taneja, Kotha S. Sekharam, Jugal K. Taneja, William
LaGamba, Michele LaGamba, Manju Taneja, Mandeep K. Taneja and Carnegie
Capital, Ltd. disclaims beneficial ownership of Go2Pharmacy.
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<PAGE>
o Kotha Sekharam's beneficially owned shares include approximately 10,455
shares beneficially owned by Madhavi Sekharam, Dr. Sekharam's wife, as to
which Dr. Sekharam exercises no investment or voting power and disclaims
beneficial ownership.
o Jugal K. Taneja's beneficially owned shares include approximately 431,989
shares beneficially owned by his wife Manju Taneja. Mr. Taneja exercises
no investment or voting power over any of the shares owned by his wife,
and disclaims beneficial ownership of those shares.
o Jugal K. Taneja's beneficially owned shares also include approximately
700,572 shares beneficially owned by Carnegie Capital, Ltd. and
approximately 73,184 shares beneficially owned by First Delhi Family
Partnership, Ltd. Mr. Taneja is the general partner of both Carnegie
Capital, Ltd. and First Delhi Family Partnership, Ltd., and holds sole
voting and investment power over these shares.
o Joseph Zappala's beneficially owned shares include 500,000 shares
beneficially owned by The Zappala Family LLC and 185,000 shares
beneficially owned by his wife, Isabel Zappala. Mr. Zappala holds sole
voting and investment power over the shares beneficially owned by The
Zappala Family LLC. Mr. Zappala exercises no investment or voting power
over any of the shares owned by his wife, and disclaims beneficial
ownership of those shares.
o William L. LaGamba's beneficially owned shares include approximately
204,920 shares beneficially owned by his wife, Michele LaGamba, and
approximately 131,735 shares held by Mr. LaGamba as custodian for their
minor children. Mr. LaGamba exercises no investment or voting power over
the shares owned by his wife and disclaims beneficial ownership of those
shares.
o Michele LaGamba's beneficially owned shares include approximately 118,141
shares beneficially owned by her husband, William L. LaGamba, and
approximately 131,735 shares beneficially owned by Mr. LaGamba as
custodian for their minor children. Mrs. LaGamba exercises no investment
or voting power over the shares owned by her husband, William L. LaGamba,
or by her husband as custodian for their minor children, and disclaims
beneficial ownership of those shares.
o Manju Taneja's beneficially owned shares include approximately 20,560
shares beneficially owned by her husband, Jugal K. Taneja, as to which
Mrs. Taneja exercises no investment or voting power and disclaims
beneficial ownership. Mrs. Taneja's beneficially owned shares do not
include approximately 700,572 shares beneficially owned by Carnegie
Capital, Ltd. and approximately 73,184 shares beneficially owned by First
Delhi Family Partnership, Ltd., as to which Mrs. Taneja exercises no
investment or voting power and disclaims beneficial ownership.
39
<PAGE>
DESCRIPTION OF CAPITAL STOCK
Go2Pharmacy's authorized capital stock consists of 24,000,000 shares of
common stock, par value $.01 per share, of which 3,015,000 shares were issued
and outstanding as of the date hereof, and 6,000,000 shares of "blank check"
preferred stock, of which 150,000 have been authorized and issued as series A
preferred stock and are outstanding as of June 30, 2000. An additional
3,000,000 shares of common stock will be issued on the closing of this offering
in connection with the acquisition of the Delaware corporation Go2Pharmacy.com,
Inc.
COMMON STOCK
The holders of common stock are entitled to one vote for each share held
of record on all matters to be voted on by the shareholders. The holders of
common stock are entitled to receive dividends ratably, when, as and if
declared by the Board of Directors, out of funds legally available therefor. In
the event of a liquidation, dissolution or winding-up of Go2Pharmacy, the
holders of common stock are entitled to share equally and ratably in all assets
remaining available for distribution after payment of liabilities and after
provision is made for each class of stock, if any, having preference over the
common stock.
The holders of shares of common stock, as such, have no conversion,
preemptive, or other subscription rights and there are no redemption provisions
applicable to the common stock. All
of the outstanding shares of common stock are, and the shares of common stock
offered by Go2Pharmacy hereby, when issued against the consideration set forth
in this prospectus, will be, validly issued, fully-paid and non-assessable.
PREFERRED STOCK
General. Under our articles of incorporation, our Board of Directors is
authorized, subject to any limitations prescribed by the laws of the State of
Florida, but without further action by our shareholders, to provide for the
issuance of up to 6,000,000 shares of preferred stock in one or more series, to
establish from time to time the number of shares to be included in each such
series, to fix the designations, powers, preferences and rights of the shares
of each such series and any qualifications, limitations or restrictions
thereof, and to increase or decrease the number of shares of any such series
(but not below the number of shares of such series then outstanding) without
any further vote or action by the stockholders. Our Board of Directors may
authorize and issue preferred stock with voting or conversion rights that could
adversely affect the voting power or other rights of the holders of common
stock. The issuance of preferred stock, for example in connection with a
shareholder right's plan, could have the effect of making it more difficult for
a third party to acquire, or of discouraging a third party from acquiring, a
majority of Go2Pharmacy's outstanding stock.
As of June 30, 2000, our Board of Directors has authorized for issuance
150,000 shares of series A preferred stock. Holders of series A preferred stock
will vote together with the holders of common stock with respect to all matters
as to which such shareholders vote, with each share of series A preferred stock
entitled to one vote. In the event of liquidation, dissolution or winding-up of
our operations, holders of series A preferred stock will be paid an amount
equal to $10.00 per share of series A preferred stock before any payment is
made with respect to our common stock. Assuming this offering is completed, the
series A preferred stock will pay dividends at the rate of 10% per annum, which
is cumulative from the date of issuance and payable quarterly commencing March
31, 2001. At such time as we generate a positive cash flow, we are required to
use a portion of such positive cash flow to redeem the series A preferred
stock, but only to the extent of such positive cash flow. Positive cash flow is
defined as our net income (loss) adjusted for amortization, depreciation and
other non-cash charges.
OUTSTANDING WARRANTS AND OPTIONS
As of June 30, 2000, there were no outstanding warrants or options to
purchase our common stock.
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<PAGE>
TRANSFER AGENT AND REGISTRAR
Registrar and Transfer Company, in Cranford, New Jersey, serves as
transfer agent and registrar for our common stock.
SHARES ELIGIBLE FOR FUTURE SALE
SHARES OUTSTANDING AND FREELY TRADABLE AFTER OFFERING. Upon completion of
this offering, we will have approximately 7,015,000 shares of common stock
outstanding. The 1,000,000 shares to be sold by Go2Pharmacy in this offering
will be freely tradable without restriction or limitation under the Securities
Act, except for any such shares held by "affiliates" of Go2Pharmacy, as such
term is defined under Rule 144 of the Securities Act, which shares will be
subject to the resale limitations under Rule 144. All of the remaining
6,015,000 outstanding shares are "restricted securities" within the meaning of
Rule 144 and may be publicly sold only if registered under the Securities Act
or sold in accordance with an applicable exemption from registration, such as
Rule 144. All of these restricted shares of common stock will become eligible
for resale under Rule 144 one year from the date that the securities offered
herein are declared "effective" by the Securities and Exchange Commission.
Go2Pharmacy's parent company, Dynamic, which owns an aggregate of 3,000,000
shares of common stock has agreed not to sell, directly or indirectly, any
shares owned by them for a period of eighteen months after the date of the
completion of this offering without the prior written consent of the
representative. Upon the expiration of this eighteen month lock-up period (or
earlier upon the consent of the representative), all of these shares will
become eligible for sale subject to the restrictions of Rule 144.
RULE 144. In general, under Rule 144, as currently in effect, a person (or
persons whose shares are aggregated) who has beneficially owned shares for at
least one year, including an affiliate of us, would be entitled to sell, within
any three-month period, that number of shares that does not exceed the greater
of 1% of the then-outstanding shares of common stock (approximately 70,000
shares after this offering) and the average weekly trading volume in the common
stock during the four calendar weeks immediately preceding the date on which
the notice of sale is filed with the Commission, provided certain manner of
sale and notice requirements and requirements as to the availability of current
public information about us are satisfied. In addition, our affiliates must
comply with the restrictions and requirements of Rule 144, other than the
one-year holding period requirement, in order to sell shares of common stock.
As defined in Rule 144, an "affiliate" of an issuer is a person who, directly
or indirectly, through the use of one or more intermediaries controls, or is
controlled by, or is under common control with, such issuer. Under Rule 144(k),
a holder of "restricted securities" who is not deemed an affiliate of the
issuer and who has beneficially owned shares for at least two years would be
entitled to sell shares under Rule 144(k) without regard to the limitations
described above.
FORM S-8 REGISTRATION OF OPTIONS. Go2Pharmacy intends to file a
registration statement on Form S-8 covering the shares of common stock that
have been reserved for issuance under our 1999 Stock Option Plan, which would
permit the resale of such shares in the public market.
EFFECT OF SUBSTANTIAL SALES ON MARKET PRICE OF COMMON STOCK. We are unable
to estimate the number of shares that may be sold in the future by our existing
shareholders or the effect, if any, that such sales will have on the market
price of the common stock prevailing from time to time. Sales of substantial
amounts of common stock, or the prospect of such sales, could adversely affect
the market price of the common stock.
LOCK-UP AGREEMENTS. In connection with this offering, our directors,
officers, 5% shareholders and affiliates have entered into lock-up agreements
with Utendahl Capital Partners, L.P. under which they have agreed not to offer,
sell or otherwise dispose of any such shares of common stock, any
41
<PAGE>
options or warrants to acquire shares of common stock or any securities
convertible into shares of common stock (or any shares of common stock issuable
upon exercise or conversion of securities) owned by them for a period of 18
months after the date of this prospectus. Utendahl Capital Partners, L.P. may,
in its sole discretion and at any time without notice, release all or a portion
of the securities subject to such lock-up agreements, but they have no current
plans to do so.
In addition, to satisfy the requirement of several state securities
regulators, Dynamic and all of our current 5% shareholders have agreed that
they will not, for a period of two years after the date of this prospectus,
offer, pledge, sell, contract a sale, grant any option for the sale of, or
otherwise dispose of, directly or indirectly, shares of the common stock held
by them, or any security or other instrument by which its terms is convertible
into, exercisable for, or exchangeable for shares of common stock. Further,
such persons acknowledged that, commencing two years from the completion date
of the public offering, two and one half percent (21/2%) of the common stock
may be released each quarter for the next two years. All remaining shares of
common stock that are subject to this lock up arrangement shall be released on
the anniversary of the fourth year from the completion of this offering. Under
certain conditions such shares can be releaed from lock up at an earlier date.
UNDERWRITING
Subject to the terms and conditions set forth in the underwriting
agreement, the underwriters named below, for whom Utendahl Capital Partners, LP
is acting as representative, have agreed to purchase from Go2Pharmacy, and
Go2Pharmacy has agreed to sell to the underwriters, the number of shares of
common stock set forth opposite each underwriter's name below, excluding shares
set aside for options granted for over-allotments.
<TABLE>
<CAPTION>
NUMBER
UNDERWRITERS OF SHARES
-------------------------------------------- ----------
<S> <C>
Utendahl Capital Partners, L.P. ......... 1,000,000
---------
Total ................................... 1,000,000
=========
</TABLE>
The underwriting agreement provides that the obligations of the several
underwriters thereunder are subject to certain conditions precedent, including
the absence of any material adverse change in Go2Pharmacy's business and the
receipt of certain certificates, opinions and letters from Go2Pharmacy's
counsel and independent public accountants. The nature of the underwriters'
obligation is such that they are committed to purchase and pay for all the
shares of common stock if any are purchased.
Go2Pharmacy has been advised by the representative that the underwriters
propose to offer the shares of common stock directly to the public at the
public offering price set forth on the cover page of this prospectus and to
certain securities dealers at such price less a concession not in excess of
$[ ] per share. The underwriters may allow, and such selected dealers may
reallow, a discount not in excess of $[ ] per share to certain brokers and
dealers. After the public offering of the shares, the public offering price and
other selling terms may be changed by the representative. No change in such
terms shall change the amount of proceeds to be received by Go2Pharmacy as set
forth on the cover page of this prospectus.
Go2Pharmacy's parent company, Dynamic, which owns an aggregate of
3,000,000 shares of common stock has agreed that it will not, without the prior
written consent of Utendahl Capital Partners, L.P. (which consent may be
withheld in its sole discretion) and subject to certain limited exceptions,
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
sell short, purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend or otherwise transfer or dispose of, directly or
indirectly, any shares of common stock or any securities convertible into or
exercisable or exchangeable for common stock, or enter into any swap or similar
agreement that transfers, in whole or in part, any of the economic consequences
of ownership of the
42
<PAGE>
common stock, for a period of eighteen months after the date of completion of
this offering. Utendahl Capital Partners, L.P., on behalf of the underwriters,
may, in its sole discretion and at anytime without notice, release all or any
portion of the securities subject to these lock-up agreements. In addition,
Go2Pharmacy has agreed that, for a period of eighteen months after the date of
completion of this offering, it will not, without the consent of Utendahl
Capital Partners, L.P., make any offering, purchase, or sale or other
disposition of any shares of Go2Pharmacy's common stock or other securities
convertible into or exchangeable or exercisable for shares of common stock (or
agreement for such) except for
o the grant of options to purchase shares of common stock pursuant to the
1999 plan;
o shares of common stock issued pursuant to the exercise of options
granted under such plan;
o except for shares issued, options granted or shares purchased in
connection with acquisitions; and
o pursuant to the exercise of warrants and options outstanding prior to the
sale of the common stock in this offering.
Go2Pharmacy has agreed to issue to the representative, warrants to
purchase up to 100,000 shares of common stock at an exercise price per share
equal to 165% of the initial public offering price of the shares in this
offering. The exercise price of the representative's warrants has been
determined by negotiations between Go2Pharmacy and the representative. The
exercise price of the representative's warrants is one of the factors used by
the National Association of Securities Dealers, Inc. under its Corporate
Financing Rule to determine whether the total compensation paid to an
underwriter and its associated and related persons for services in connection
with a public offering is excessive. The sole factor considered by Go2Pharmacy
and the representative in negotiating the exercise price of the
representative's warrants in this offering was to select an amount that would
not be considered excessive under the National Association of Securities
Dealers, Inc.'s Corporate Financing Rule in light of the total compensation
payable by Go2Pharmacy in connection with this offering. The representative's
warrants will be exercisable for a period of five years after the date of this
prospectus. The representative's warrants include a "net" exercise provision
permitting the holders to pay the exercise price by cancellation of a number of
shares with a fair market value equal to the exercise price of the
representative's warrants. The holders of the representative's warrants will
have no voting, dividend or other stockholder rights until the representative's
warrants are exercised. In addition, the underwriters' warrants may not be
sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or
in part, for a period of one year from the date of the prospectus, except to
officers or partners of the underwriters and members of the selling group
and/or their officers or partners. In addition, Go2Pharmacy has granted certain
rights to the holders of the representative's warrants to register the common
stock underlying the representative's warrants under the Securities Act.
Go2Pharmacy has agreed to pay the representative a non-accountable expense
allowance of 3% of the total offering proceeds from the sale of shares of
common stock by them, of which Go2Pharmacy has already paid $50,000.
Go2Pharmacy has agreed to retain Utendahl Capital Partners, L.P. as a
financial consultant for a period of thirty-six months to commence on the
closing of this offering, at a monthly fee of $4,028 all of which $145,000
shall be payable in advance on the closing of this offering. Pursuant to this
agreement, Utendahl Capital Partners, L.P. will be obligated to provide general
financial advisory services to Go2Pharmacy on an "as needed" basis with respect
to possible future financing or acquisitions by Go2Pharmacy and related
matters. The agreement does not require Utendahl Capital Partners, L.P. to
provide any minimum number of hours of consulting services to Go2Pharmacy.
The representative has advised Go2Pharmacy that it does not expect any
sales of the shares of common stock offered hereby to be made to discretionary
accounts controlled by the underwriters.
Go2Pharmacy's common stock has not been quoted or traded on any securities
market prior to this offering. Accordingly, Go2Pharmacy is determining the
price of the common stock in this offering
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<PAGE>
in the same manner that the price of common stock offered in an initial public
offering is determined through consultation and negotiation with the
representative of the underwriters. Among the factors to be considered in such
negotiations are the preliminary demand for the common stock, the prevailing
market and economic conditions, Go2Pharmacy's results of operations, estimates
of its business potential and earnings prospects, the present state of its
business operations, an assessment of its management, the number of shares of
common stock being offered and the total number of shares to be outstanding
upon completion of this offering, the price that purchasers might be expected
to pay for the common stock given the nature of Go2Pharmacy and the general
condition of the securities markets at the time of the offering, the
consideration of these factors in relation to the market valuation of
comparable companies in related businesses or whose operations are conducted in
the same geographic area as those of Go2Pharmacy and the current condition of
the markets in which Go2Pharmacy operates. There can be no assurance that an
active trading market will develop for the common stock after this offering or
that the common stock will trade in the public market subsequent to this
offering at or above the initial public offering price.
Application has been made to list the common stock for quotation on the
Nasdaq SmallCap Market under the symbol "GORX."
The underwriting agreement provides that Go2Pharmacy will indemnify the
underwriters and their controlling persons against certain liabilities under
the Securities Act or will contribute to payments the underwriters and their
controlling persons may be required to make in respect thereof. Go2Pharmacy
generally obligated to indemnify the underwriters and their respective
controlling persons in connection with losses or claims arising out of any
untrue statement of a material fact contained in this prospectus or in related
documents filed with the Securities and Exchange Commission or with any state
securities administrator or arising out of any omission to state in any of such
documents any material fact required to be stated in such documents or
necessary to make the statements made in such documents, in light of the
circumstances under which they were made, not misleading. In addition,
Go2Pharmacy is generally obligated to indemnify the underwriters and their
respective controlling persons in connection with losses or claims arising out
of any breach of any representation, warranty agreement or covenant of
Go2Pharmacy contained in the underwriting agreement.
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for
Go2Pharmacy by Sichenzia, Ross & Friedman LLP, New York, New York. Sichenzia,
Ross & Friedman LLP received 15,000 shares of common stock in connection with
their representation of Go2Pharmacy, Inc. Gersten, Savage & Kaplowitz LLP, New
York, New York has acted as counsel for the underwriters.
EXPERTS
On June 9, 2000, the Company engaged Brimmer, Burek & Keelan LLP as our
independent auditors for the fiscal year ended March 31, 2000.
On May 3, 2000, the Company engaged Brimmer, Burek & Keelan LLP as our
independent auditors for the fiscal year ended March 31, 1999, replacing the
firm of Grant Thornton LLP, which had previously served as our independent
auditors for the fiscal year ended March 31, 1999. The reason for the change
was to reduce our financial burden for such services.
On April 29, 1999, the Company engaged Grant Thornton LLP as our
independent auditors for the fiscal year ended March 31, 1999, replacing the
firm of Kirkland, Russ, Murphy & Tapp, CPAs, which served as our independent
auditors for the fiscal year ended March 31, 1998.
The report of Grant Thornton LLP for the fiscal year ended March 31, 1999
did not contain any adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting principles.
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The reports of Kirkland, Russ, Murphy & Tapp, CPAs for the fiscal year
ended March 31, 1998 did not contain any adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles.
There were no disagreements with Grant Thornton LLP within the meaning of
Instruction 4 to Item 304 of Regulation S-K under the Securities Exchange Act
of 1934 on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure in connection with the
audit of the Company's financial statements for the fiscal year ended March 31,
1999, or for any subsequent interim period, which disagreements if not resolved
to their satisfaction would have caused Grant Thornton LLP to make reference to
the subject matter of the disagreements in connection with its reports.
There were no disagreements with Kirkland, Russ, Murphy & Tapp, CPAs
within the meaning of Instruction 4 to Item 304 of Regulation S-K under the
Securities Exchange Act of 1934 on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure in
connection with the audits of the Company's financial statements for the fiscal
years ended March 31, 1998 and 1997, or for any subsequent interim period,
which disagreements if not resolved to their satisfaction would have caused
Kirkland, Russ, Murphy & Tapp, CPAs to make reference to the subject matter of
the disagreements in connection with its reports.
During the two most recent fiscal years and through present, there have
been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K)
of the type required to be disclosed by that section. We did not consult with
Brimmer, Burek & Keelan LLP or Grant Thornton LLP regarding either:
o the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on the Company's financial statements; or
o any matter that was either the subject matter of a disagreement (as
defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a reportable event (as defined in Item 304(a)(1)(v) of
Regulation S-K).
Go2Pharmacy's financial statements as of March 31, 1999 and 2000 and for
the years ended March 31, 1999 and 2000 included in this prospectus have been
audited by Brimmer, Burek & Keelan LLP, independent public accountants, as
stated in their report appearing herein and are so included herein in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
Go2Pharmacy's financial statements as of March 31, 1998 and for the year
ended March 31, 1998 included in this prospectus have been audited by Kirkland,
Russ, Murphy & Tapp, independent public accountants, as stated in their report
appearing herein and are so included herein in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
U.S. Diversified Technologies, Inc.'s financial statements as of December
31, 1997 and for the year ended December 31, 1997 included in this prospectus
have been audited by Baum & Company, P.A. independent public accountants, as
stated in their report appearing herein and are so included herein in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
Go2Pharmacy.com Delaware's financial statements as of March 31, 2000 and
for the period from February 18, 2000 (date of inception) through March 31,
2000 included in this prospectus have been audited by Brimmer, Burek & Keelan
LLP, independent public accountants, as stated in their report appearing herein
and are so included herein in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
45
<PAGE>
ADDITIONAL INFORMATION
Go2Pharmacy is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance therewith files reports, proxy or
information statements and other information with the Securities and Exchange
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
as well as at the following regional offices: Seven World Trade Center, New
York, New York 10048, and Citicorp Center, 500 W. Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C.20549, at prescribed rates. In addition, the
Commission maintains a web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The address of the Commission's web site is
http://www.sec.gov.
Go2Pharmacy has filed with the Commission, a registration statement on
Form SB-2 under the Securities Act of 1933 with respect to the common stock
being offered hereby. As permitted by the rules and regulations of the
Commission, this prospectus does not contain all the information set forth in
the registration statement and the exhibits and schedules thereto. For further
information with respect to the Company and the common stock offered hereby,
reference is made to the registration statement, and such exhibits and
schedules. A copy of the registration statement, and the exhibits and schedules
thereto, may be inspected without charge at the public reference facilities
maintained by the Commission at the addresses set forth above, and copies of
all or any part of the registration statement may be obtained from such offices
upon payment of the fees prescribed by the Commission. In addition, the
registration statement may be accessed at the Commission's web site. Statements
contained in this prospectus as to the contents of any contract or other
document are not necessarily complete and, in each instance, reference is made
to the copy of such contract or document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
such reference.
46
<PAGE>
<TABLE>
<CAPTION>
INDEX TO FINANCIAL STATEMENTS
<S> <C>
PAGE
----
UNAUDITED CONSOLIDATED PRO FORMA
FINANCIAL INFORMATION
Basis of Presentation ................................................................... F-3
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2000 ........... F-4 - F-5
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2000 ............ F-6 - F-7
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year
ended March 31, 2000 .................................................................. F-8
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three
months ended June 30, 2000 ............................................................ F-9
CONSOLIDATED FINANCIAL STATEMENTS OF
GO2PHARMACY, INC. (A FLORIDA CORPORATION)
Report of Brimmer, Burek & Keelan LLP, Independent Auditors ............................. F-10
Report of Kirkland, Russ, Murphy & Tapp, Independent Auditors ........................... F-11
Consolidated Balance Sheets as of March 31, 1998, 1999 and 2000 and as of June 30,
2000 (unaudited) ...................................................................... F-12
Consolidated Statements of Operations for each of the years ended March 31, 1998,
1999 and 2000 and for each of the three months ended June 30, 1999 (unaudited) and
2000 (unaudited) ...................................................................... F-13
Consolidated Statements of Shareholder's Equity (Deficit) for each of the years ended
March 31, 1998, 1999 and 2000 and for each of the three months ended June 30, 1999
(unaudited) and 2000 (unaudited) ...................................................... F-14
Consolidated Statements of Cash Flows for each of the years ended March 31, 1998,
1999 and 2000 and for each of the three months ended June 30, 1999 (unaudited) and
2000 (unaudited) ...................................................................... F-15 - F-16
Notes to the Consolidated Financial Statements .......................................... F-17 - F-32
FINANCIAL STATEMENTS OF
GO2PHARMACY.COM, INC. (A DELAWARE CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
Report of Brimmer, Burek & Keelan LLP, Independent Auditors ............................. F-33
Balance Sheets as of March 31, 2000 and June 30, 2000 (unaudited) ....................... F-34
Statements of Operations for period from February 18, 2000 (date of inception)
through March 31, 2000 and the three months ended June 30, 2000 (unaudited) ........... F-35
Statements of Shareholders' Deficit for the period from February 18, 2000
(date of inception) through March 31, 2000 and for the three months ended
June 30, 2000 (unaudited) ............................................................. F-36
Statements of Cash Flows for the period from February 18, 2000 (date of inception)
through March 31, 2000 and for the three months ended June 30, 2000 (unaudited) ....... F-37
Notes to the Financial Statements ....................................................... F-38 - F-40
</TABLE>
F-1
<PAGE>
<TABLE>
<CAPTION>
INDEX TO FINANCIAL STATEMENTS--(CONTINUED)
<S> <C>
Page
----
AUDITED FINANCIAL STATEMENTS OF
U.S. DIVERSIFIED TECHNOLOGIES, INC. AND
SUBSIDIARY (ENERGY FACTORS, INC.)
Report of Baum & Company, P.A., Independent Auditors ..................... F-41
Consolidated Balance Sheet as of December 31, 1997 ....................... F-42
Consolidated Statement of Income And Retained Earnings for the year ended
December 31, 1997 ...................................................... F-43
Consolidated Statement of Cash Flows for the year ended December 31, 1997 F-44
Notes to the Consolidated Financial Statements ........................... F-45 - F-47
</TABLE>
F-2
<PAGE>
GO2PHARMACY, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The following unaudited pro forma condensed consolidated financial statements
give effect to the acquisition of Go2Pharmacy.com, Inc., a Delaware corporation
("Go2Acquisition") by Go2Pharmacy, Inc., a Florida corporation, which will
occur simultaneously with and as a condition to the closing of the initial
public offering (the "Offering") and will be accounted for using the purchase
method of accounting whereby the assets and liabilities are recorded at fair
value.
The unaudited pro forma consolidated balance sheet as of March 31, 2000 gives
effect to the acquisition of Go2Acquisition as if it had occurred on March 31,
2000. The unaudited pro forma consolidated statement of operations for the year
ended March 31, 2000 gives effect to the acquisition as if it had occurred as
of April 1, 1999 and reflects the consolidated operating results of
Go2Pharmacy, Inc. and Go2Acquisition for the year ended March 31, 2000.
The audited pro forma consolidated balance sheet as of June 30, 2000 gives
effect to the acquisition of Go2Acquisition as if it had occurred on June 30,
2000. The unaudited pro forma consolidated statement of operations for the
three months ended June 30, 2000 gives effect to the acquisition as if it had
occurred on April 1, 2000 and reflects the consolidated operating results of
Go2Pharmacy, Inc. and Go2Acquisition for the three months ended June 30, 2000.
The pro forma adjustments are based on estimates, available information, and
certain assumptions that management deems appropriate. The pro forma financial
data does not purport to represent what the financial position or results of
operations would actually have been if such transactions had occurred on those
dates and are not necessarily representative of the financial position or
results of operations for any future period. The pro forma financial statements
should be read in conjunction with the historical financial statements and
notes thereto included elsewhere in this prospectus. See "Risk Factors"
included elsewhere herein.
F-3
<PAGE>
GO2PHARMACY, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2000
<TABLE>
<CAPTION>
GO2 GO2
PHARMACY ACQUISITION
-------------- -------------
ASSETS
<S> <C> <C>
Current assets:
Cash ....................................... $ -- $ --
Accounts receivable, net ................... 727,831 --
Inventories ................................ 1,488,103 --
Prepaid expenses and other current
assets .................................... 268,703 --
Due from affiliates, net ................... 311,648 --
---------- -----------
Total current assets ...................... 2,796,285 --
Property and equipment, net .................. 1,067,815 --
Intangible assets, net ....................... 857,917 --
Other assets, net ............................ 144,351 --
---------- -----------
Total assets ................................. $4,866,368 $ --
========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Credit lines payable ....................... $1,349,284 $ --
Current portion of long-term
obligations ............................... 238,353 --
Accounts payable ........................... 860,876 --
Accrued expenses ........................... 136,105 40,000
Obligations to related parties ............. 25,000 --
Due to parent .............................. 667,323 --
Due to affiliates .......................... 176,877 --
---------- -----------
Total current liabilities ................. 3,453,818 40,000
Long-term obligations, less current
portion .................................... 509,362 --
---------- -----------
3,963,180 40,000
---------- -----------
Redeemable series A preferred
stock ...................................... 1,500,000 --
Commitments and contingencies
Shareholders' equity (deficit)
Preferred stock ............................ -- --
Common stock ............................... 30,000 30,000
Additional paid-in capital ................. -- 50,000
Less subscription receivable ............... -- (5,900)
Accumulated deficit ........................ (626,812) (114,100)
---------- -----------
Total shareholders' equity (deficit) ......... (596,812) (40,000)
---------- -----------
Total liabilities and shareholders'
equity (deficit) ........................... $4,886,368 $ --
========== ===========
<CAPTION>
Go2
PHARMACY
PRO FORMA PRO FORMA
TOTAL ADJUSTMENTS CONSOLIDATED
-------------- ----------------------- ----------------
ASSETS
<S> <C> <C> <C>
Current assets:
Cash ....................................... $ -- $ 6,515,000(a) $ 6,765,000
250,000 (c)
Accounts receivable, net ................... 727,831 -- 727,831
Inventories ................................ 1,488,103 -- 1,488,103
Prepaid expenses and other current
assets .................................... 268,703 -- 268,703
Due from affiliates, net ................... 311,648 -- 311,648
---------- --------------- --------------
Total current assets ...................... 2,796,285 6,765,000 9,561,285
Property and equipment, net .................. 1,067,815 -- 1,067,815
Intangible assets, net ....................... 857,917 -- 857,917
Other assets, net ............................ 144,351 -- 144,351
---------- --------------- --------------
Total assets ................................. $4,866,368 $ 6,765,000 $ 11,631,368
========== =============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIT)
Current liabilities:
Credit lines payable ....................... $1,349,284 $ -- $ 1,349,284
Current portion of long-term
obligations ............................... 238,353 -- 238,353
Accounts payable ........................... 860,876 -- 860,876
Accrued expenses ........................... 176,105 (40,000) (c) 146,305
10,200 (e)
Obligations to related parties ............. 25,000 -- 25,000
Due to parent .............................. 667,323 -- 667,323
Due to affiliates .......................... 176,877 -- 176,877
---------- --------------- --------------
Total current liabilities ................. 3,493,818 (29,800) 3,464,018
Long-term obligations, less current
portion .................................... 509,362 -- 509,362
---------- --------------- --------------
4,003,180 (29,800) 3,973,380
---------- --------------- --------------
Redeemable series A preferred
stock ...................................... 1,500,000 -- 1,500,000
Commitments and contingencies
Shareholders' equity (deficit)
Preferred stock ............................ -- -- --
Common stock ............................... 60,000 10,000 (a) 70,000
30,000 (b)
(30,000)(e)
Additional paid-in capital ................. 50,000 23,970,000 (b) 30,765,000
6,505,000 (a)
290,000 (c)
(50,000)(e)
Less subscription receivable ............... (5,900) 5,900 (e) --
Accumulated deficit ........................ (740,912) (23,936,100)(d) (24,677,012)
---------- --------------- --------------
Total shareholders' equity (deficit) ......... (636,812) 6,794,800 6,157,988
---------- --------------- --------------
Total liabilities and shareholders'
equity (deficit) ........................... $4,866,368 $ 6,765,000 $ 11,631,368
========== =============== ==============
</TABLE>
F-4
<PAGE>
GO2PHARMACY, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2000
Adjustments reflect the following:
(a) Cash proceeds of $6,515,000 from the issuance of 1,000,000 shares of
Go2Pharmacy common stock, net of estimated offering costs at an
assumed initial offering price of $8.00 per share.
(b) Purchase of Go2Acquisition for 3,000,000 shares of common stock at an
assumed price of $8.00 per share.
(c) Contribution to capital of $290,000 and payment of accrued expenses of
$40,000 upon the purchase of Go2Acquisition.
(d) Elimination of nonrecurring marketing expense of $24,000,000 and
decrease in legal and consulting fees of $63,900 in connection with
the purchase of Go2Acquisition.
(e) Elimination of Go2Acquisition equity in consolidation.
F-5
<PAGE>
GO2PHARMACY, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2000
<TABLE>
<CAPTION>
GO2 GO2
PHARMACY ACQUISITION
-------------- -------------
ASSETS
<S> <C> <C>
Current assets:
Cash ....................................... $ 18,944 $ --
Accounts receivable, net ................... 661,912 --
Inventories ................................ 1,813,827 --
Prepaid expenses and other current
assets .................................... 306,048 --
Due from affiliates, net ................... 447,353 --
---------- -----------
Total current assets ...................... 3,248,084 --
Property and equipment, net .................. 1,025,550 --
Intangible assets, net ....................... 838,750 --
Other assets, net ............................ 158,495 --
---------- -----------
Total assets ................................. $5,270,879 $ --
========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Credit lines payable ....................... $1,124,770 $ --
Current portion of long-term
obligations ............................... 228,202 --
Accounts payable ........................... 1,082,282 --
Accrued expenses ........................... 317,386 45,000
Obligations to related parties ............. 75,000 --
Due to parent .............................. 827,192 --
Due to affiliates .......................... 231,623 --
---------- -----------
Total current liabilities ................. 3,886,455 45,000
Long-term obligations, less current
portion .................................... 457,427 --
---------- -----------
4,343,882 45,000
---------- -----------
Redeemable series A preferred
stock ...................................... 1,500,000 --
Commitments and contingencies
Shareholders' equity (deficit)
Preferred stock ............................ -- --
Common stock ............................... 30,000 30,000
Additional paid-in capital ................. -- 50,000
Less subscription receivable ............... -- (5,900)
Accumulated deficit ........................ (603,003) (119,100)
---------- -----------
Total shareholders' equity (deficit) ......... (573,003) (45,000)
---------- -----------
Total liabilities and shareholders'
equity (deficit) ........................... $5,270,879 $ --
========== ===========
<CAPTION>
GO2
PHARMACY
PRO FORMA PRO FORMA
TOTAL ADJUSTMENTS CONSOLIDATED
-------------- ----------------------- ----------------
ASSETS
<S> <C> <C> <C>
Current assets:
Cash ....................................... $ 18,944 $ 6,515,000(a) $ 6,783,944
250,000 (c)
Accounts receivable, net ................... 661,912 -- 661,912
Inventories ................................ 1,813,827 -- 1,813,827
Prepaid expenses and other current
assets .................................... 306,048 -- 306,048
Due from affiliates, net ................... 447,353 -- 447,353
---------- --------------- --------------
Total current assets ...................... 3,248,084 6,765,000 10,013,084
Property and equipment, net .................. 1,025,550 -- 1,025,550
Intangible assets, net ....................... 838,750 -- 838,750
Other assets, net ............................ 158,495 -- 158,495
---------- --------------- --------------
Total assets ................................. $5,270,879 $ 6,765,000 $ 12,035,879
========== =============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIT)
Current liabilities:
Credit lines payable ....................... $1,124,770 $ -- $ 1,124,770
Current portion of long-term
obligations ............................... 228,202 -- 228,202
Accounts payable ........................... 1,082,282 -- 1,082,282
Accrued expenses ........................... 362,386 (45,000) (c) 327,586
10,200 (e)
Obligations to related parties ............. 75,000 -- 75,000
Due to parent .............................. 827,192 -- 827,192
Due to affiliates .......................... 231,623 -- 231,623
---------- --------------- --------------
Total current liabilities ................. 3,931,455 (34,800) 3,896,655
Long-term obligations, less current
portion .................................... 457,427 -- 457,427
---------- --------------- --------------
4,388,882 (34,800) 4,354,082
---------- --------------- --------------
Redeemable series A preferred
stock ...................................... 1,500,000 -- 1,500,000
Commitments and contingencies
Shareholders' equity (deficit)
Preferred stock ............................ -- -- --
Common stock ............................... 60,000 10,000 (a) 70,000
30,000 (b)
(30,000)(e)
Additional paid-in capital ................. 50,000 23,970,000 (b) 30,765,000
6,505,000 (a)
295,000 (c)
(5,000)(d)
(50,000)(e)
Less subscription receivable ............... (5,900) 5,900 (e) --
Accumulated deficit ........................ (722,103) (23,931,100)(d) (24,653,203)
---------- --------------- --------------
Total shareholders' equity (deficit) ......... (618,003) 6,799,800 6,181,797
---------- --------------- --------------
Total liabilities and shareholders'
equity (deficit) ........................... $5,270,879 $ 6,765,000 $ 12,035,879
========== =============== ==============
</TABLE>
F-6
<PAGE>
GO2PHARMACY, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 2000
Adjustments reflect the following:
(a) Cash proceeds of $6,515,000 from the issuance of 1,000,000 shares of
Go2Pharmacy common stock, net of estimated offering costs at an
assumed initial offering price of $8.00 per share.
(b) Purchase of Go2Acquisition for 3,000,000 shares of common stock at an
assumed price of $8.00 per share.
(c) Contribution to capital of $295,000 and payment of accrued expenses of
$45,000 upon the purchase of Go2Acquisition.
(d) Elimination of nonrecurring marketing expense of $24,000,000 and
decrease in accounting fees of $5,000 during the three months ended
June 30, 2000 and decrease in legal and consulting fees of $63,900 for
the period from February 18, 2000 (date of inception) to March 31,
2000, in connection with the purchase of Go2Acquisition.
(e) Elimination of Go2Acquisition equity in consolidation.
F-7
<PAGE>
GO2PHARMACY, INC.
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
GO2 GO2
PHARMACY ACQUISITION
FOR THE FOR THE GO2
YEAR ENDED THREE MONTHS ENDED PHARMACY
MARCH 31, JUNE 30, PRO FORMA PRO FORMA
2000 2000 TOTAL ADJUSTMENTS CONSOLIDATED
-------------- -------------------- ------------- --------------------- ----------------
<S> <C> <C> <C> <C> <C>
Revenues ..................... $5,831,896 $ -- $5,831,896 $ -- $ 5,831,896
Cost of goods sold ........... 3,808,640 -- 3,808,640 -- 3,808,640
---------- ---------- ---------- ------------- -------------
Gross profit ............... 2,023,256 -- 2,023,256 -- 2,023,256
Selling, general and
administrative expenses...... 2,094,838 114,100 2,208,938 23,936,100 (a) 26,145,038
---------- ---------- ---------- ------------- -------------
Operating income (loss) ...... (71,582) (114,100) (185,682) (23,936,100) (24,121,782)
Other expense, net ........... (222,974) -- (222,974) -- (222,974)
---------- ---------- ---------- ------------- -------------
Income (loss) before
income taxes ................ (294,556) (114,100) (408,656) (23,936,100) (24,344,756)
Income taxes ................. -- -- -- -- --
---------- ---------- ---------- ------------- -------------
Net income (loss) ............ $ (294,556) $ (114,100) $ (408,656) $ (23,936,100) $ (24,344,756)
========== ========== ========== ============= =============
Basic and diluted loss per
share ....................... $ (0.10) $ (4.06)
========== =============
Basic and diluted weighted
average number of
common shares
outstanding ................. 3,000,000 6,000,000
========== =============
</TABLE>
Adjustments reflected the following:
<TABLE>
<S> <C>
(a) Selling, general and administrative expenses:
Marketing expense resulting directly from the purchase price
of Go2Acquisition ................................................ $24,000,000
Decrease in legal and consulting fees associated with Go2Acquisition (63,900)
-----------
$23,936,100
===========
</TABLE>
F-8
<PAGE>
GO2PHARMACY, INC.
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
GO2 GO2
PHARMACY ACQUISITION
FOR THE THREE FOR THE GO2
MONTHS ENDED THREE MONTHS ENDED PHARMACY
JUNE 30, JUNE 30, PRO FORMA PRO FORMA
2000 2000 TOTAL ADJUSTMENTS CONSOLIDATED
--------------- -------------------- ------------- --------------------- ----------------
<S> <C> <C> <C> <C> <C>
Revenues ..................... $1,535,838 $ -- $1,535,838 $ -- $ 1,535,838
Cost of goods sold ........... 894,258 -- 894,258 -- 894,258
---------- -------- ---------- ------------- -------------
Gross profit .............. 641,580 -- 641,580 -- 641,580
Selling, general and
administrative expenses...... 553,350 5,000 558,350 23,995,000 (a) 24,553,350
---------- -------- ---------- ------------- -------------
Operating income (loss) ...... 88,230 (5,000) 83,230 (23,995,000) (23,911,770)
Other expense, net ........... (64,421) -- (64,421) -- (64,421)
---------- -------- ---------- ------------- -------------
Income (loss) before
income taxes ................ 23,809 (5,000) 18,809 (23,995,000) (23,976,191)
Income taxes ................. -- -- -- -- --
---------- -------- ---------- ------------- -------------
Net income (loss) ............ $ 23,809 $ (5,000) $ 18,809 $ (23,995,000) $ (23,976,191)
========== ======== ========== ============= =============
Basic and diluted loss per
share ....................... $ 0.01 $ (4.00)
========== =============
Basic and diluted weighted
average number of
common shares
outstanding ................. 3,000,000 6,000,000
========== =============
</TABLE>
Adjustments reflected the following:
<TABLE>
<S> <C>
(a) Selling, general and administrative expenses:
Marketing expense resulting directly from the purchase price
of Go2Acquisition ............................................... $24,000,000
Decrease in accounting fees associated with Go2Acquisition ......... (5,000)
-----------
$23,995,000
===========
</TABLE>
F-9
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Go2Pharmacy.com, Inc.
Largo, Florida
We have audited the accompanying balance sheets of Go2Pharmacy.com, Inc. as of
March 31, 1999 and 2000, and the related statements of operations,
shareholder's equity (deficit), and cash flows for the years then ended. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide 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 Go2Pharmacy.com, Inc. as of
March 31, 1999 and 2000, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
/s/ BRIMMER, BUREK & KEELAN LLP
---------------------------------
Brimmer, Burek & Keelan LLP
Certified Public Accountants
Tampa, Florida
June 23, 2000
Except as to Note 16
dated June 26, 2000
F-10
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Shareholders and
Board of Directors
Nu-Wave Health Products, Inc.
We have audited the accompanying balance sheet of Nu-Wave Health Products, Inc.
(a wholly owned subsidiary of Dynamic Health Products, Inc., formerly known as
Direct Rx Healthcare, Inc.) as of March 31, 1998 and the related statements of
operations, shareholders' equity (deficit), and cash flows for the year ended
March 31, 1998. 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 Nu-Wave Health Products, Inc.
as of March 31, 1998 and the results of its operations and its cash flows for
the year ended March 31, 1998, in conformity with generally accepted accounting
principles.
/s/ KIRKLAND, RUSS, MURPHY & TAPP
-----------------------------------
Kirkland, Russ, Murphy & Tapp
Clearwater, Florida
November 1, 1999
F-11
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, MARCH 31, MARCH 31, JUNE 30,
1998 1999 2000 2000
----------- ------------- ------------- --------------
(Unaudited)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash .............................................. $ 239,604 $ 16,206 $ -- $ 18,944
Accounts receivable, net .......................... 179,099 763,558 727,831 661,912
Inventories ....................................... 224,632 1,284,570 1,488,103 1,813,827
Prepaid expenses and other current assets ......... 20,492 24,466 268,703 306,048
Due from affiliates, net .......................... -- 157,935 311,648 447,353
--------- ---------- ---------- ----------
Total current assets ............................. 663,827 2,246,735 2,796,285 3,248,084
Property, plant and equipment, net .................. 176,462 2,317,212 1,067,815 1,025,550
Intangible assets, net .............................. 8,223 895,673 857,917 838,750
Other assets, net ................................... 25,486 125,426 144,351 158,495
--------- ---------- ---------- ----------
Total assets ..................................... $ 873,998 $5,585,046 $4,866,368 $5,270,879
========= ========== ========== ==========
LIABILITIES AND
SHAREHOLDER'S EQUITY (DEFICIT)
Current liabilities:
Credit lines payable .............................. $ -- $ 949,139 $1,349,284 $1,124,770
Current portion of long-term obligations .......... 28,927 370,569 238,353 228,202
Accounts payable .................................. 331,715 1,174,460 860,876 1,082,282
Accrued expenses .................................. 72,397 177,125 136,105 317,386
Obligations to related parties .................... -- 25,000 25,000 75,000
Due to parent ..................................... 247,836 1,898,160 667,323 827,192
Due to affiliates ................................. -- -- 176,877 231,623
--------- ---------- ---------- ----------
Total current liabilities ........................ 680,875 4,594,453 3,453,818 3,886,455
Long-term obligations, less current portion ......... 258,974 1,292,849 509,362 457,427
--------- ---------- ---------- ----------
939,849 5,887,302 3,963,180 4,343,882
Redeemable series A preferred stock, no par
value, 150,000 shares authorized; 0, 0,
150,000 and 150,000 issued and outstanding,
at face value, respectively ....................... -- -- 1,500,000 1,500,000
Commitments and contingencies
Shareholder's equity (deficit):
Preferred stock, no par value, 5,850,000
shares authorized; issued and
outstanding, respectively ........................ -- -- -- --
Common stock, $.01 par value; 24,000,000
shares authorized; 3,000,000 shares issued
and outstanding .................................. 30,000 30,000 30,000 30,000
Accumulated deficit ............................... (95,851) (332,256) (626,812) (603,003)
--------- ---------- ---------- ----------
Total shareholder's equity (deficit) ............. (65,851) (302,256) (596,812) (573,003)
--------- ---------- ---------- ----------
Total liabilities and shareholder's equity
(deficit) ....................................... $ 873,998 $5,585,046 $4,866,368 $5,270,879
========= ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
F-12
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31, THREE MONTHS ENDED JUNE 30,
--------------------------------------------- ------------------------------
1998 1999 2000 1999 2000
------------- ------------- ------------- ------------- --------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Revenues .................................. $1,906,935 $4,845,876 $5,831,896 $1,363,782 $1,535,838
Cost of goods sold ........................ 1,388,816 3,419,046 3,808,640 1,021,357 894,258
---------- ---------- ---------- ---------- ----------
Gross profit ........................... 518,119 1,426,830 2,023,256 342,425 641,580
Selling, general and administrative
expenses ................................ 468,578 1,504,514 2,094,838 458,648 553,350
---------- ---------- ---------- ---------- ----------
Operating income (loss) before
other income (expense) .................. 49,541 (77,684) (71,582) (116,223) 88,230
Other income (expense), net:
Other income, net ....................... 5,026 93,313 84,798 101,006 92
Interest expense, net ................... (4,592) (252,034) (307,772) (82,006) (64,513)
---------- ---------- ---------- ---------- ----------
Total other income
(expense), net ........................ 434 (158,721) (222,974) 19,000 (64,421)
---------- ---------- ---------- ---------- ----------
Income (loss) before income taxes ......... 49,975 (236,405) (294,556) (97,223) 23,809
Income taxes .............................. -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Net income (loss) available to
common shareholders ..................... $ 49,975 $ (236,405) $ (294,556) $ (97,223) $ 23,809
========== ========== ========== ========== ==========
Basic and diluted income (loss) per
share ................................... $ 0.02 $ (0.08) $ (0.10) $ (0.03) $ 0.01
========== ========== ========== ========== ==========
Basic and diluted weighted average
number of common shares
outstanding ............................. 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000
========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
F-13
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
STATEMENTS OF SHAREHOLDER'S EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Total
PREFERRED STOCK COMMON STOCK ADDITIONAL SHAREHOLDER'S
------------------ --------------------- PAID-IN ACCUMULATED EQUITY
SHARES DOLLARS SHARES DOLLARS CAPITAL DEFICIT (DEFICIT)
-------- --------- ----------- --------- ------------ ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at March 31, 1997 ......... -- $ -- 3,000,000 $30,000 $ -- $ (145,826) $ (115,826)
Net Income ......................... -- -- -- -- -- 49,975 49,975
-- ---- --------- ------- ---- ---------- ----------
Balances at March 31, 1998 ......... -- -- 3,000,000 30,000 -- (95,851) (65,851)
Net loss ........................... -- -- -- _ -- (236,405) (236,405)
-- ---- --------- ------- ---- ---------- ----------
Balances at March 31, 1999 ......... -- -- 3,000,000 30,000 -- (332,256) (302,256)
Net loss ........................... -- -- -- -- -- (97,223) (97,223)
-- ---- --------- ------- ---- ---------- ----------
Balances at June 30, 1999
(Unaudited) ....................... -- -- 3,000,000 30,000 -- (429,479) (399,479)
Net loss ........................... -- -- -- -- -- (197,333) (197,333)
-- ---- --------- ------- ---- ---------- ----------
Balances at March 31, 2000 ......... -- -- 3,000,000 30,000 -- (626,812) (596,812)
Net income ......................... -- -- -- -- -- 23,809 23,809
-- ---- --------- ------- ---- ---------- ----------
Balances at June 30, 2000
(Unaudited) ....................... -- $ -- 3,000,000 $30,000 $ -- $ (603,003) $ (573,003)
== ==== ========= ======= ==== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
F-14
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31, THREE MONTHS ENDED JUNE 30,
------------------------------------------ ---------------------------
1998 1999 2000 1999 2000
------------ -------------- -------------- ------------- ------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) ........................... $ 49,975 $ (236,405) $ (294,556) $ (97,223) $ 23,809
Adjustments to reconcile net income
(loss)
to net cash from operating activities:
Depreciation and amortization ............. 32,614 226,764 284,161 61,886 74,536
Loss on disposal of equipment ............. -- -- 14,906 -- --
Gain on involuntary conversion of
property ................................ -- (81,192) -- -- --
Changes in operating assets and
liabilities
(exclusive of effect of business
acquisitions):
Accounts receivable ..................... (64,415) (553,010) 35,727 79,996 65,919
Inventory ............................... (116,586) (485,095) (203,533) (230,242) (325,724)
Prepaid expenses and other
current assets ......................... (5,064) 60,540 (244,237) (12,071) (37,345)
Other assets ............................ (13,199) (149,477) (46,353) 93,244 (14,144)
Accounts payable ........................ 142,897 (31,499) (313,584) (147,800) 221,406
Accrued expenses ........................ -- (56,193) (41,020) (39,990) 180,086
---------- ------------ ---------- ---------- ----------
Net cash provided by (used in)
operating activities ................... 26,222 (1,305,567) (808,489) (292,200) 188,543
Cash flows from investing activities:
Purchases of property, plant and
equipment .................................. (37,147) (174,733) (451,765) (105,605) (13,082)
Proceeds from disposal of equipment ......... -- -- 16,000 -- --
Proceeds from notes receivable .............. -- -- 2,960 -- 1,173
Proceeds from involuntary conversion of
property ................................... -- 99,100 -- -- --
---------- ------------ ---------- ---------- ----------
Net cash used in investing
activities ............................. (37,147) (75,633) (432,805) (105,605) (11,909)
Cash flows from financing activities:
Net change in credit lines payable .......... -- 949,139 400,145 88,793 (224,514)
Proceeds from issuance of long-term
obligations ................................ 240,200 620,109 309,301 -- --
Payments of long-term obligations ........... (21,567) (831,995) (297,434) (111,510) (62,086)
Increase in due to/from parent, net ......... -- 420,549 636,199 630,743 159,869
Increase (decrease) in due to affiliates,
net ........................................ -- -- 176,877 (140,603) (80,959)
Proceeds from issuance of related party
obligations ................................ -- -- -- -- 50,000
---------- ------------ ---------- ---------- ----------
Net cash provided by (used in)
financing activities ................... 218,633 1,157,802 1,225,088 467,423 (157,690)
---------- ------------ ---------- ---------- ----------
Net increase (decrease) in cash ............... 207,708 (223,398) (16,206) 69,618 18,944
Cash at beginning of period ................... 31,896 239,604 16,206 16,206 --
---------- ------------ ---------- ---------- ----------
Cash at end of period ......................... $ 239,604 $ 16,206 $ -- $ 85,824 $ 18,944
========== ============ ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
F-15
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
STATEMENTS OF CASH FLOWS -- CONTINUED
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE
YEAR ENDED MARCH 31, 30,
------------------------------------- -----------------------
1998 1999 2000 1999 2000
--------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Supplemental disclosure of cash flow
information:
Cash paid during the period for
interest .......................... $4,592 $250,956 $281,943 $99,655 $61,531
====== ======== ======== ======= =======
Cash paid during the period for
income taxes ...................... $ -- $ -- $ -- $ -- $ --
====== ======== ======== ======= =======
</TABLE>
During the fiscal year ended March 31, 1998, the Company incurred $63,635 of
capital lease obligations for the purchase of equipment.
During the fiscal year ended March 31, 1999, Dynamic acquired Energy Factors,
which resulted in the recording on the books of the Company of approximately
$2.8 million of tangible assets, approximately $900,000 of goodwill,
approximately $2.9 million of liabilities and approximately $800,000 of
obligations to Dynamic.
In May 1999, the Company incurred $124,941 of capital lease obligations for the
purchase of equipment.
In September 1999, the Company transferred approximately $1.5 million of land
and building to its parent. In conjunction with the property transfer,
approximately $598,000 of the Company's obligations to its parent were
extinguished (See Note 7).
In September 1999, the Company issued 150,000 shares of its redeemable series A
preferred stock to its parent in conversion of $1,500,000 of the Company's
obligations to its parent.
In December 1999, the Company incurred a $89,531 note payable for the purchase
of equipment.
See accompanying notes to consolidated financial statements.
F-16
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998, 1999 and 2000
and JUNE 30, 1999 and 2000
NOTE 1 -- BACKGROUND INFORMATION
Go2Pharmacy, Inc., a Florida corporation, is a wholly owned subsidiary of
Dynamic Health Products, Inc. ("Dynamic"). Dynamic's manufacturing division
("NuWave") was merged with Energy Factors, Inc. ("EFI") in June 1998 when
Dynamic acquired EFI with EFI as the surviving company which was renamed
Innovative Health Products, Inc. In February 2000, the Company changed its name
from Innovative Health Products, Inc. to Go2Pharmacy.com, Inc. In September
2000, its name was changed to Go2Pharmacy, Inc. and it continues to do business
as Innovative Health Products, Inc. Subsequent to June 1998, Dynamic became a
holding company and maintained the records of the corporation.
As a result of the merger between the Company and the manufacturing
operations of Dynamic, the statement of operations for the year ended March 31,
1998 include only the NuWave operations. The statement of operations for the
year ended March 31, 1999 includes the NuWave operations from April 1, 1998 and
the operations of Go2Pharmacy, Inc. (formerly "EFI") from June 1998 when it
merged with NuWave.
Go2Pharmacy creates, manufactures, develops, packages, and distributes a
wide variety of proprietary and private label dietary supplements,
over-the-counter drugs, and health and beauty care products. Go2Pharmacy's
primary business is the contract manufacture of products for others throughout
the United States. The channels of distribution for the products it
manufactures for others include health food, drug, convenience, and mass-market
stores, and direct marketing and catalog sales.
In April 2000, Breakthrough Engineered Nutrition, Inc., a Florida
corporation, was formed as a wholly-owned subsidiary of Go2Pharmacy, Inc. to
market and distribute its own branded product line, Lean Protein, to retail
stores using a complex network of distributors throughout the United States and
Canada.
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. RESTATEMENT
Unless otherwise noted, all information has been adjusted to retroactively
reflect Go2Pharmacy, Inc.'s common stock split to 3,000,000 shares issued and
outstanding.
b. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Go2Pharmacy,
Inc. and its wholly-owned subsidiary, Breakthrough Engineered Nutrition, Inc.
(collectively, the "Company"). Significant intercompany balances and
transactions have been eliminated in consolidation.
c. INTERIM RESULTS (UNAUDITED)
The accompanying consolidated financial statements as of June 30, 2000 and
for the three months ended June 30, 1999 and 2000 are unaudited. In the opinion
of management, these consolidated financial statements have been prepared on
the same basis as the audited consolidated financial
F-17
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
MARCH 31, 1998, 1999 and 2000
and JUNE 30, 1999 and 2000
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (continued)
statements included herein and include all adjustments, consisting of only
normal recurring adjustments, necessary for the fair statement of results of
the interim periods. The data disclosed in these notes to consolidated
financial statements for these respective periods is also unaudited.
d. INDUSTRY SEGMENTS
In accordance with the provisions of Statement of Financial Accounting
Standards No. 131, (SFAS 131), Disclosures about Segments of an Enterprise and
Related Information, a company is required to disclose selected financial and
other related information about its operating segments. Operating segments are
components of an enterprise about which separate financial information is
available and is utilized by the chief operating decision maker related to the
allocation of resources and in the resulting assessment of the segment's
overall performance. Commencing April 2000, the Company has two industry
segments: manufacturing and distribution. Segment information for the three
months ended June 30, 2000 is not provided as the Company's distribution
subsidiary did not commence operations until April 2000, results of operations
from distribution were immaterial to the Company as a whole and there were no
distribution revenues for the three months ended June 30, 2000.
E. CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.
F. INVENTORIES
Inventories are stated at lower of cost or market. Cost is determined
using the first-in, first-out method.
g. PROPERTY, PLANT AND EQUIPMENT
Depreciation is provided for using the straight-line method, in amounts
sufficient to relate the cost of depreciable assets to operations over their
estimated service lives (asset categories range from three to seven years).
Leasehold improvements are amortized using the straight-line method over the
lives of the respective leases or the service lives of the improvements,
whichever is shorter. Leased equipment under capital leases is amortized using
the straight-line method over the lives of the respective leases or over the
service lives of the assets, whichever is shorter, for those leases that
substantially transfer ownership. Accelerated depreciation methods are used for
tax purposes.
h. INTANGIBLE ASSETS
Intangible assets consist primarily of the excess of cost over the net
assets acquired relating to the acquisition (see Note 3). The excess of cost
over net assets acquired (goodwill) is amortized for 20 years, using the
straight-line method. Accumulated amortization was approximately $9,000,
$54,000, $113,000 and $132,000 at March 31, 1998, 1999 and 2000 and June 30,
2000, respectively. Amortization expense totaled $3,367, $44,010, $62,224, $510
and $19,166 for the years ended March 31, 1998, 1999 and 2000 and for the three
months ended June 30, 1999 and 2000, respectively.
F-18
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
MARCH 31, 1998, 1999 and 2000
and JUNE 30, 1999 and 2000
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (continued)
i. IMPAIRMENT OF ASSETS
In accordance with the provisions of Statement of Financial Accounting
Standards No. 121 (SFAS 121), Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of, the Company's policy is to
evaluate whether there has been a permanent impairment in the value of
long-lived assets, certain identifiable intangibles and goodwill when certain
events have taken place that indicate that the remaining unamortized balance
may not be recoverable. When factors indicate that the intangible assets should
be evaluated for possible impairment, the Company uses an estimate of related
undiscounted cash flows. Factors considered in the valuation include current
operating results, trends and anticipated undiscounted future cash flows. There
have been no impairment losses recorded for the fiscal years 1998, 1999 and
2000 and for the three months ended June 30, 2000.
j. INCOME TAXES
The Company utilizes the guidance provided by Statement of Financial
Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. Under the
liability method specified by SFAS 109, deferred tax assets and liabilities are
determined based on the difference between the financial statement and tax
basis of assets and liabilities as measured by the enacted tax rates which will
be in effect when these differences reverse. Deferred tax expense is the result
of changes in deferred tax assets and liabilities. The Company is part of the
parent company, Dynamic Health Products, Inc.'s consolidated group tax return;
accordingly, the deferred taxes as described in Note 12, reflect that portion
of the consolidated group attributable to the Company.
k. EARNINGS (LOSS) PER COMMON SHARE
Earnings (loss) per share are computed using the basic and diluted
calculations on the face of the statement of operations. Basic earnings (loss)
per share are calculated by dividing net income (loss) available to common
stockholders by the weighted average number of shares of common stock
outstanding for the period. Diluted earnings (loss) per share is calculated by
dividing net income (loss) by the weighted average number of shares of common
stock outstanding for the period, adjusted for the dilutive effect of common
stock equivalents, using the treasury stock method. There were no potentially
dilutive instruments outstanding for all periods presented.
l. 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
disclosures of contingent assets and liabilities at March 31, 1998, 1999 and
2000 and June 30, 1999 and 2000, as well as the reported amounts of revenues
and expenses for the fiscal years ended March 31, 1998, 1999 and 2000 and the
three months ended June 30, 1999 and 2000. The actual outcome of the estimates
could differ from the estimates made in the preparation of the financial
statements.
F-19
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
MARCH 31, 1998, 1999 and 2000
and JUNE 30, 1999 and 2000
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (continued)
m. CONCENTRATION OF CREDIT RISK
Concentrations of credit risk with respect to trade accounts receivable
are limited due to the distribution of sales over a large customer base as of
March 31, 1998, 1999 and 2000 and June 30, 1999 and 2000. For the years ended
March 31, 1999 and 2000, three customers represented approximately 32% and 28%,
respectively, of revenues derived from the Company's operations. For the three
months ended June 30, 1999 and 2000, one customer represented approximately 21%
and three customers represented approximately 21%, respectively, of revenues
derived from the Company's operations.
The Company has no concentration of customers within specific geographic
areas outside the United States that would give rise to significant geographic
credit risk.
n. REVENUE RECOGNITION
Revenues are recognized for the Company when the merchandise is shipped to
the customer.
o. ADVERTISING COSTS
The Company charges advertising costs to expense as incurred. Advertising
expense was $1,500, $5,600, $8,000, $2,400 and $18,700 for the years ended
March 31, 1998, 1999 and 2000 and for the three months ended June 30, 1999 and
2000, respectively.
p. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company, in estimating its fair value disclosures for financial
instruments, uses the following methods and assumptions:
CASH, ACCOUNTS RECEIVABLE, ACCOUNTS PAYABLE AND ACCRUED EXPENSES: The
carrying amounts reported in the balance sheet for cash, accounts
receivable, accounts payable and accrued expenses approximate their fair
value due to their relatively short maturity.
LONG-TERM OBLIGATIONS: The fair value of the Company's fixed-rate long-term
obligations is estimated using discounted cash flow analyses, based on the
Company's current incremental borrowing rates for similar types of
borrowing arrangements. At March 31, 1998, 1999 and 2000 and June 30, 1999
and 2000, the fair value of the Company's long-term obligations
approximated its carrying value.
CREDIT LINES PAYABLE: The carrying amount of the Company's credit lines
payable approximates fair market value since the interest rate on these
instruments changes with market interest rates.
q. DUE TO PARENT
Amounts due to parent arise primarily as Dynamic's available cash is
advanced to the Company for purposes of consolidated cash management. The
Company repays Dynamic's cash advances, as Dynamic requires funds for
operations.
F-20
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
MARCH 31, 1998, 1999 and 2000
and JUNE 30, 1999 and 2000
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (continued)
A management fee is charged to the Company by Dynamic, which reflects the
Company's portion of corporate general and administrative expenses.
r. RECLASSIFICATIONS
Certain reclassifications have been made to the financial statements as of
and for the fiscal years ended March 31, 1998 and 1999 and for the three months
ended June 30, 1999 to conform to the presentation at March 31, 2000 and June
30, 2000.
NOTE 3 -- ACQUISITION
On June 12, 1998, Energy Factors, Inc., a wholly owned subsidiary of U.S.
Diversified Technologies, Inc., was acquired by an exchange of its capital
stock for 310,000 shares of Series A Convertible Preferred Stock of Dynamic
representing a fair market value of approximately $775,000. The Preferred Stock
valuation of $2.50 per share is based on several factors, including prices of
recent common stock issuances of Dynamic. The acquisition was accounted for
under the purchase method of accounting and has been recorded on the books of
the Company. Management has determined that the goodwill of approximately
$881,000 associated with this transaction will be amortized over a 20-year
life. Subsequent to the acquisition, Energy Factors, Inc. changed its name to
Innovative Health Products, Inc. In February 2000, its name was changed to
Go2Pharmacy.com, Inc. and in September 2000, its name was changed to
Go2Pharmacy, Inc. The results of operations of Energy Factors have been
reflected in the Company's results of operations beginning immediately
subsequent to the acquisition date of June 12, 1998.
The aggregate purchase price of $775,000 was allocated as follows:
<TABLE>
<S> <C>
Inventory ............................. $ 575,000
Property, plant and equipment ......... 2,167,000
Other assets .......................... 82,000
Goodwill .............................. 881,000
------------
3,705,000
Less: liabilities assumed ............. (2,930,000)
------------
$ 775,000
============
</TABLE>
The following pro forma information has been derived from the historical
financial statements of Go2Pharmacy and such information has been adjusted to
give effect to the acquisition of Energy Factors, assuming that the acquisition
of Energy Factors occurred on April 1, 1997. The unaudited pro forma financial
information is not necessarily indicative of the results, which would actually
have occurred had the transaction been in effect on the dates and for the
periods indicated or which may result in the future.
F-21
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
MARCH 31, 1998, 1999 and 2000
and JUNE 30, 1999 and 2000
NOTE 3 -- ACQUISITION -- (continued)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED MARCH 31,
----------------------------------------------
1998 1999 2000
------------- ------------- --------------
(PRO FORMA) (PRO FORMA) (PRO FORMA)
<S> <C> <C> <C>
Revenues .......................... $7,661,000 $5,505,000 $5,832,000
Operating loss .................... $ (286,000) $ (305,000) $ (72,000)
Net loss .......................... $ (316,000) $ (482,000) $ (295,000)
Net loss per common share ......... $ (0.08) $ (0.12) $ (0.10)
</TABLE>
NOTE 4 -- ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consist of the following:
<TABLE>
<CAPTION>
MARCH 31,
------------------------------------------- JUNE 30,
1998 1999 2000 2000
----------- ------------- ------------- (UNAUDITED)
<S> <C> <C> <C> <C>
Trade accounts receivable ......... $ 207,599 $ 871,080 $ 843,020 $ 777,101
Less allowance for uncollectible
accounts ........................ (28,500) (107,522) (115,189) (115,189)
--------- ---------- ---------- ----------
$ 179,099 $ 763,558 $ 727,831 $ 661,912
========= ========== ========== ==========
</TABLE>
NOTE 5 -- INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
MARCH 31,
------------------------------------------- JUNE 30,
1998 1999 2000 2000
----------- ------------- ------------- (UNAUDITED)
<S> <C> <C> <C> <C>
Raw materials ........... $156,247 $1,104,822 $1,397,780 $1,698,997
Work in process ......... 56,048 150,721 67,102 87,525
Finished goods .......... 12,337 29,027 23,221 27,305
-------- ---------- ---------- ----------
$224,632 $1,284,570 $1,488,103 $1,813,827
======== ========== ========== ==========
</TABLE>
F-22
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
MARCH 31, 1998, 1999 and 2000
and JUNE 30, 1999 and 2000
NOTE 6 -- PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consist of the following:
<TABLE>
<CAPTION>
MARCH 31,
------------------------------------ JUNE 30,
1998 1999 2000 2000
---------- ---------- ---------- (UNAUDITED)
<S> <C> <C> <C> <C>
Prepaid expenses and other current
assets .......................... $20,492 $24,466 $ 16,347 $ 22,632
Prepaid IPO expenses:
Professional fees ............... -- -- 197,245 227,245
Underwriters' fees .............. -- -- 50,000 50,000
Filing fees ..................... -- -- 5,111 6,171
------- ------- -------- --------
$20,492 $24,466 $268,703 $306,048
======= ======= ======== ========
</TABLE>
NOTE 7 -- PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant, and equipment, net, consist of the following:
<TABLE>
<CAPTION>
MARCH 31,
--------------------------------------------- JUNE 30,
1998 1999 2000 2000
------------ ------------- -------------- (UNAUDITED)
<S> <C> <C> <C> <C>
Land and building ............... $ -- $1,421,460 $ -- $ --
Machinery and equipment ......... 196,784 997,827 1,151,058 1,162,818
Furniture, fixtures and
equipment ..................... 14,998 110,252 266,996 267,263
Leasehold improvements .......... 13,766 19,514 27,027 28,081
--------- ---------- ---------- ----------
225,548 2,549,053 1,445,081 1,458,162
Less accumulated depreciation
and amortization .............. (49,086) (231,841) (377,266) (432,612)
--------- ---------- ---------- ----------
$ 176,462 $2,317,212 $1,067,815 $1,025,550
========= ========== ========== ==========
</TABLE>
Depreciation and leasehold amortization expense totaled $29,271, $182,755,
$221,938, $61,376 and $55,370 for the years ended March 31, 1998, 1999 and 2000
and for the three months ended June 30, 1999 and 2000, respectively.
In September 1999, the Company transferred land and building to its parent
company at net book value, which approximated fair market value. In conjunction
with the transfer, the parent satisfied all outstanding mortgages on the
property and reduced the Company's obligations to the parent by approximately
$598,000, which represented the difference between the net book value and
amounts outstanding under the then existing mortgages to third parties.
Additionally, the Company agreed to lease the property from the parent for
$16,000 per month, subject to annual inflationary adjustments, for a period of
ten years.
F-23
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
MARCH 31, 1998, 1999 and 2000
and JUNE 30, 1999 and 2000
NOTE 8 -- OTHER ASSETS, NET
Other assets, net, consist of the following:
<TABLE>
<CAPTION>
MARCH 31,
--------------------------------------- JUNE 30,
<S> <C> <C> <C> <C>
1998 1999 2000 2000
---------- ----------- ------------ ---------------
(Unaudited)
Deposits ............................... $20,486 $ 1,803 $ 15,107 $ 34,617
Investments in joint ventures .......... 5,000 3,892 33,668 28,346
Notes and other noncurrent receivables -- 119,731 123,880 123,836
Less allowance for uncollectible
accounts and notes receivable ......... -- -- (28,304) (28,304)
------- -------- --------- ------------
$25,486 $125,426 $ 144,351 $ 158,495
======= ======== ========= ============
</TABLE>
Notes receivable consist of two trade receivables that have been converted
to notes, from nonaffiliated third parties.
The first note is for a term of five years, commencing in October 1997, in
the principal amount of approximately $71,300, with interest at 9% per annum,
payable in monthly installments of principal and interest in the amount of
$1,480. There is no prepayment penalty under this note. At March 31, 2000, the
principal balance on this note was approximately $40,800. At June 30, 2000, the
principal balance and unpaid accrued interest was approximately $40,200.
The second note is for a term of two years, commencing in May 1999, in the
principal amount of approximately $49,400, with interest at 12% per annum,
payable in monthly installments of principal and interest in the amount of
$2,500. There is no prepayment penalty under this note. At March 31, 2000, the
principal balance and unpaid accrued interest was approximately $50,000. At
June 30, 2000, the principal balance and unpaid accrued interest was
approximately $50,500. This note is in default and has been placed with an
attorney for collection.
Other noncurrent receivables consists of approximately $33,000 in the form
of a judgment in favor of the Company. As of June 30, 2000, no monies have been
collected from this judgment.
A reserve of $28,304 has been recorded in estimation of uncollectible
amounts under the judgment and the note that is currently in default.
NOTE 9 -- CREDIT LINES PAYABLE
In February 1999, the Company established a $2 million revolving credit
facility scheduled to mature in February 2002. The credit available to the
Company is based on a percentage of eligible accounts receivable and inventory.
A portion of the proceeds from the line of credit was funded in the form of a
60-month term loan for approximately $491,000 (see Note 10). The credit
available to the Company under this line at March 31, 1999 and 2000 and June
30, 2000 was approximately $949,000, $856,600 and $624,800, respectively. The
facility imposes no financial covenants. Minimum borrowing under the agreement
is $1,000,000. The agreement places limitations on disposition of assets and
debt
F-24
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
MARCH 31, 1998, 1999 and 2000
and JUNE 30, 1999 and 2000
NOTE 9 -- CREDIT LINES PAYABLE -- (continued)
funding to transactions within the normal course of business and restricts the
payment of dividends to any shareholder of record of any class of Company stock
during the term of the agreement. All borrowings accrue interest at prime
(6.75% at March 31, 2000 and 7.25% at June 30, 2000) plus 2.25% and are secured
by all assets of the company. At March 31, 1999 and 2000 and June 30, 2000, the
Company had borrowed approximately $949,000, $856,600 and $624,800,
respectively, under this facility.
In December 1999, the Company established a $500,000 revolving credit
facility with a bank. The credit facility is secured by a guarantee in the form
of a Third Party Pledge Agreement and a certificate of deposit held by Dynamic.
All borrowings accrue interest at 2.1% over the floating rate of the
certificate of deposit (4.31% at March 31, 2000 and June 30, 2000) and are
payable monthly. At March 31, 2000 and June 30, 2000, the Company had borrowed
approximately $492,700 and $500,000, respectively, under this facility.
The credit lines payable are included with current liabilities instead of
long-term liabilities, as management believes that this presentation better
reflects the utility of the current assets as the source of repayment for the
credit lines payable.
F-25
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
MARCH 31, 1998, 1999 and 2000
and JUNE 30, 1999 and 2000
NOTE 10 -- LONG-TERM OBLIGATIONS
Long-term obligations consist of the following:
<TABLE>
<CAPTION>
MARCH 31,
-------------------------------------------- JUNE 30,
1998 1999 2000 2000
------------ ------------- ------------- -------------
<S> <C> <C> <C> <C>
Notes payable collateralized by real
property, due in monthly principal
payments of $12,256 plus interest
at a rate of 12% through October
2002, requiring a balloon payment
due October 2002. Transferred to
the parent in September 1999 (see
Note 7). .......................... $ -- $ 839,276 $ -- $ --
Note payable collateralized by
certain equipment, due in
monthly principal payments of
$8,192 plus interest through
February 2004, interest rate at
prime (6.75% at March 31, 2000)
plus 2.25%. ....................... -- 483,327 363,164 338,587
Note payable collateralized by
certain equipment, due in
monthly principal payments of
$2,200 plus interest through
January 2003, interest rate at
9.5% .............................. -- -- 85,350 80,938
Capitalized lease obligations for
equipment, due in monthly
principal and interest payments
of approximately $7,499 through
2004. ............................. 54,314 198,080 232,664 220,415
Unsecured 10% notes payable due
at April 30, 1999 ................. 225,000 -- -- --
Other ............................... 8,587 142,735 66,537 45,689
--------- ---------- ---------- ----------
287,901 1,663,418 747,715 685,629
Less current maturities .............. (28,927) (370,569) (238,353) (228,202)
--------- ---------- ---------- ----------
$ 258,974 $1,292,849 $ 509,362 $ 457,427
========= ========== ========== ==========
</TABLE>
F-26
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
MARCH 31, 1998, 1999 and 2000
and JUNE 30, 1999 and 2000
NOTE 10 -- LONG-TERM OBLIGATIONS -- (CONTINUED)
At March 31, 2000, aggregate maturities of long-term obligations are as
follows:
<TABLE>
<CAPTION>
YEAR ENDING MARCH 31,
---------------------
<S> <C>
2001 ............... $238,353
2002 ............... 218,200
2003 ............... 171,545
2004 ............... 116,716
2005 ............... 2,901
--------
$747,715
========
</TABLE>
NOTE 11 -- RELATED PARTY TRANSACTIONS
For the fiscal years ended March 31, 1998, 1999 and 2000 and the three
months ended June 30, 1999 and 2000, revenues of approximately $0, $297,000,
$390,000, $58,000 and $604,000, respectively, were recorded from sales by the
Company to other subsidiaries of Dynamic. For the fiscal years ended March 31,
1998, 1999 and 2000 and the three months ended June 30, 1999 and 2000, revenues
of $0, $0, $204,000, $16,000 and $52,000, respectively, were recorded from
sales by the Company to DrugMax.com, Inc., an affiliate of the Company, and of
which Jugal K. Taneja, the Chairman of the Board of the Company, is a principal
shareholder.
Due from affiliates represents balances owed to the Company, for the sales
in the normal course of business, predominantly to Dynamic Life, Inc., a wholly
owned subsidiary of the parent. Amounts due from affiliates are in the nature
of trade receivables and the balance due fluctuates based on sales volume and
payments received.
In August and September 1999, the Company borrowed a total of $86,500 from
the Chairman of the Company. The notes are payable on demand and bear interest
at 10% per annum. Interest totaled $2,233 for the year ended March 31, 2000. In
December 1999, the notes and related interest were paid.
In June 1998, the Company assumed a $25,000 note payable to the parent's
Vice Chairman of Business Development, associated with the June 12, 1998 Energy
Factors acquisition. The note bears interest at 10.8% per annum. Interest
totaled $229, $2,708, $673 and $673 for the years ended March 31, 1999 and 2000
and for the three months ended June 30, 1999 and 2000. The note is to be repaid
in 24 equal monthly payments beginning September 1, 1999. The parties have
agreed to suspend payments on the note until the consummation of an initial
public offering of common stock of the Company.
See Note 7 for discussion of land and building transfer and property
leased from the Company's parent.
See Note 13 for issuance of series A preferred stock in exchange for the
satisfaction of $1,500,000 of obligations due to the Company's parent.
In May 1998, prior to the acquisition of Energy Factors, Inc. by Dynamic
Health Products, Inc., Dynamic loaned $100,000 to Energy Factors, Inc. In
September 1999, this note was satisfied in
F-27
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
MARCH 31, 1998, 1999 and 2000
and JUNE 30, 1999 and 2000
NOTE 11 -- RELATED PARTY TRANSACTIONS -- (CONTINUED)
conjunction with the land and building transfer. See Note 3 regarding the
acquisition and Note 7 regarding the land and building transfer.
In December 1999, the Company established a $500,000 line of credit
secured and guaranteed by the Company's parent. See Note 9.
In May 2000, 21st Century Healthcare Fund, LLC, an affiliate of the
Chairman of the Board of the Company, loaned the Company $10,000 for the
purpose of assisting the Company with its working capital needs. This loan was
to be repaid within 60 days and subsequently was repaid in July 2000.
In June 2000, the Company executed a promissory note payable to Carnegie
Capital, Ltd., an affiliate of the Chairman of the Board of the Company, for a
maximum loan amount of $100,000. The note bears interest at 10% per annum.
Principal and accrued interest are due and payable upon the successful
completion of an initial public offering of common stock of the Company.
Proceeds are used for expenses related to the offering and are in the form of
draws which totaled $20,000 as of June 30, 2000.
In June 2000, the Company executed a promissory note payable to Joseph
Zappala, the President and a majority shareholder of the Delaware corporation
Go2Pharmacy.com, Inc., for a maximum loan amount of $100,000. The note bears
interest at 10% per annum. Principal and accrued interest are due and payable
upon the successful completion of an initial public offering of common stock of
the Company. Proceeds are used for expenses related to the offering and are in
the form of draws which totaled $20,000 as of June 30, 2000.
NON-COMPETE AGREEMENT
As part of the acquisition of Energy Factors, the Company entered into a
non-competition agreement with Chris Starkey (a former stockholder of the
parent of Energy Factors) for a period of three years from June 12, 1998 and
covers the geographic area of Florida.
JOINT VENTURE
The Company entered into a joint venture with a non-affiliated third party
as of March 1, 1999 whereby the Company owns 51% of the joint venture and the
non-affiliated third party owns 49%. The agreement calls for a contribution of
$45,000 of inventory by the Company and a contribution of $15,000 cash by the
non-affiliated third party. The joint venture will split profits 75% to the
Company and 25% to the non-affiliated third party until all loans by the
parties are repaid and then the profits are to be split 50/50. As of March 31,
2000 and June 30, 2000, the joint venture has had insignificant activity and
the Company has advanced approximately $33,000 and $28,000, respectively, to
the joint venture.
NOTE 12 -- INCOME TAXES
The Company's taxable income is included in a consolidated income tax
return with its parent. The following is presented as if the Company was
reported on a stand-alone basis. Income taxes for
F-28
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
MARCH 31, 1998, 1999 and 2000
and JUNE 30, 1999 and 2000
NOTE 12 -- INCOME TAXES -- (CONTINUED)
the years ended March 31, 1998, 1999 and 2000 differ from the amounts computed
by applying the effective U.S. federal income tax rate of 34% to income before
income taxes as a result of the following:
<TABLE>
<CAPTION>
YEAR ENDED
MARCH 31,
---------------------------------------------
1998 1999 2000
------------ ------------- --------------
<S> <C> <C> <C>
Computed tax expense at the statutory rate ............... $ 17,000 $ (80,000) $ (100,000)
Increase (decrease) in taxes resulting from:
State income taxes, net of federal tax benefit ......... 2,000 (8,000) (9,000)
Effect of permanent differences, principally
non-deductible goodwill ............................... -- 17,000 22,000
Utilization of net operating loss carryforward ......... (19,000) (12,000) --
Change in valuation allowance ............................ -- 83,000 87,000
--------- --------- ----------
Income tax expense ....................................... $ -- $ -- $ --
========= ========= ==========
</TABLE>
Temporary differences that give rise to deferred tax assets and
liabilities are as follows:
<TABLE>
<CAPTION>
MARCH 31,
------------------------------------------
1998 1999 2000
------------ ------------ ------------
<S> <C> <C> <C>
Deferred tax assets:
Bad debts ................................ $ 11,000 $ 37,000 $ 53,000
Inventories .............................. 1,000 1,000 11,000
Accrued vacation ......................... -- 3,000 5,000
Deposits ................................. -- 31,000 31,000
Net operating loss carryforwards ......... 13,000 315,000 178,000
--------- --------- ---------
Gross deferred tax assets ................. 25,000 387,000 278,000
Less: valuation allowance ................. (14,000) (85,000) (56,000)
--------- --------- ---------
$ 11,000 $ 302,000 $ 222,000
========= ========= =========
Deferred tax liabilities:
Fixed asset basis differences ............ $ 11,000 $ 302,000 $ 222,000
========= ========= =========
</TABLE>
At March 31, 2000, the Company has a tax net operating loss carryforward
of approximately $1,100,000, to offset future taxable income. Approximately
$600,000 of the net operating loss carryforward was acquired in conjunction
with the acquisition. The tax net operating loss carryforwards begin to expire
in 2007. The use of pre-acquisition losses is subject to limitations imposed by
the Internal Revenue Code. Realization of any portion of the net deferred tax
assets is uncertain. Accordingly, a valuation allowance has been established
for the full amount of the net deferred tax asset. Other consolidated group
members may utilize the net operating losses (other than the acquired losses)
of the Company.
F-29
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
MARCH 31, 1998, 1999 and 2000
and JUNE 30, 1999 and 2000
NOTE 13 -- REDEEMABLE PREFERRED STOCK
GENERAL. The Company is authorized, to issue up to 6,000,000 shares of
preferred stock in one or more series, and to establish the number of shares,
the designations, powers, preferences, rights, qualifications, limitations or
restrictions of any such series without any further vote or action by the
stockholders. The Board of Directors may authorize and issue preferred stock
with voting or conversion rights that could adversely affect the voting power
or other rights of the holders of common stock.
In September 1999, the Company issued 150,000 shares of redeemable series
A preferred stock to its parent in satisfaction of $1,500,000 of outstanding
liabilities. Holders of series A preferred stock will vote together with the
holders of common stock with respect to all matters as to which such
shareholders vote, with each share of series A preferred stock entitled to one
vote. In the event of liquidation, dissolution or winding-up of our operations,
holders of series A preferred stock will be paid an amount equal to $10.00 per
share of series A preferred stock before any payment is made with respect to
our common stock. The series A preferred stock pays dividends at the rate of
10% per annum, which is cumulative from the date of issuance and payable
quarterly commencing March 31, 2001. The series A preferred stock has a
liquidation preference of $1,500,000. At such time as we generate a positive
cash flow, we are required to use all of such positive cash flow to redeem the
series A preferred stock, but only to the extent of such positive cash flow.
Positive cash flow is defined as our net income less amortization, depreciation
and other non-cash charges. The preferred stock redemption will be on a prorata
basis of six to seven, in relation to payment of the consulting fee.
NOTE 14 -- SHAREHOLDER'S EQUITY
COMMON STOCK
As of March 31, 2000 and June 30, 2000, the number of outstanding Common
Stock shares has been adjusted to 3,000,000 shares at $.01 par value per share,
to reflect the stock split. Subject to preferences that might be applicable to
any Preferred Stock, the holders of the Common Stock are entitled to receive
dividends when, as, and if declared from time to time by the Board of Directors
out of funds legally available therefor. Under the terms of the Company's
current credit facility, the Company is precluded from paying dividends. In the
event of liquidation, dissolution, or winding up of the Company, holders of the
Common Stock are entitled to share ratably in all assets remaining after
payment of liabilities subject to prior distribution rights of any Preferred
Stock then outstanding. The Common Stock has no preemptive or conversion rights
and is not subject to call or assessment by the Company. There are no
redemption or sinking fund provisions applicable to the Common Stock.
STOCK OPTION PLAN
On September 30, 1999, the Company adopted a Company Stock Option Plan,
which provides for the grant to employees of incentive or non-qualified options
to purchase up to 700,000 shares of Common Stock. The exercise price represents
the estimated fair value of the Company's Common Stock at the time of the grant
or the proposed public offering price, whichever is greater, as approved by the
Board of Directors. All outstanding options vest upon the change in control of
the Company. Options granted under the Plan expire not later than ten years
after the date granted or sooner in the event of death, disability, retirement,
or termination of employment. As of March 31, 2000 and June 30, 2000 no options
had been granted.
F-30
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
MARCH 31, 1998, 1999 and 2000
and JUNE 30, 1999 and 2000
NOTE 14 -- SHAREHOLDER'S EQUITY -- (CONTINUED)
THE NON-EMPLOYEE PLAN
The Non-Employee Plan provides for the grant of nonqualified stock options
to purchase up to 100,000 shares of Common Stock to members of the Board of
Directors who are not employees of the Company. As of the date of these
financial statements, such members held no options under the Non-Employee Plan.
Upon the completion of the offering, each non-employee director will be granted
options to purchase 4,000 shares of Common Stock for each full remaining year
of the director's term at the offering price. Thereafter, on the date on which
a new non-employee director is first elected or appointed, he will
automatically be granted options to purchase 4,000 shares of Common Stock for
each year of his initial term. Each non-employee director will be granted
options to purchase 4,000 shares of Common Stock for each year of any
subsequent term to which he is elected. All options become exercisable ratably
over the director's term and have an exercise price equal to the fair market
value of the Common Stock on the date of grant.
NOTE 15 -- COMMITMENTS AND CONTINGENCIES
OPERATING LEASES
The Company has operating leases for facilities and certain machinery and
equipment that expire at various dates through 2009. Certain leases provide an
option to extend the lease term. Certain leases provide for payment by the
Company of any increases in property taxes, insurance, and common area
maintenance over a base amount and others provide for payment of all property
taxes and insurance by the Company.
Future minimum lease payments, by year and in aggregate under
non-cancelable operating leases, consist of the following at March 31, 2000:
<TABLE>
<CAPTION>
YEAR ENDING MARCH 31,
---------------------
<S> <C>
2001 .............................. $ 295,575
2002 .............................. 223,080
2003 .............................. 223,080
2004 .............................. 217,900
2005 .............................. 192,000
Thereafter ........................ 688,000
----------
Total minimum lease payments ......... $1,839,635
==========
</TABLE>
In conjunction with the transfer of land and building (see note 7), the
Company agreed to lease the building for a ten-year term at approximately
$192,000 annually. The lease provides for an annual cost-of-living increase.
Management considers these lease terms to be comparable to those of unrelated
third parties. The future minimum lease payments as of March 31, 2000 include
this commitment.
Total rent expense for the years ended March 31, 1998, 1999 and 2000 and
June 30, 1999 and 2000 was approximately $93,000, $80,000, $197,000, $15,000
and $78,130, respectively.
F-31
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
MARCH 31, 1998, 1999 and 2000
and JUNE 30, 1999 and 2000
NOTE 15 -- COMMITMENTS AND CONTINGENCIES -- (CONTINUED)
LITIGATION
The Company is, from time to time, involved in litigation relating to
claims arising out of its operations in the ordinary course of business. The
Company believes that none of the claims that were outstanding as of March 31,
2000 and June 30, 2000 should have a material adverse impact on its financial
condition or results of operations.
YEAR 2000 ISSUE
The Year 2000 issue relates to limitations in computer systems and
applications that may prevent proper recognition of the Year 2000. The
potential effect of the Year 2000 issue on the Company will not be fully
determinable until later. To date, the Company has not had any Year 2000
problems, however, if Year 2000 problems arise within the Company, Dynamic, or
entities with which the Company conducts business, the Company's revenues, and
financial condition could be adversely impacted.
CONSULTING AGREEMENT
As part of the agreement to purchase the Delaware corporation
Go2Pharmacy.com, Inc., the Company has agreed to pay the President and majority
stockholder of Go2Delaware, a consulting fee totaling $250,000. The consulting
fee is to be paid from cash flows provided by operations and covers a period of
five years from inception. The payment of the consulting fee will be on a
prorata basis of one to seven in relation to the preferred stock redemption.
See Note 13.
UNDERWRITER
As part of the public offering as outlined herein, the Company has entered
into a letter of intent with an underwriter. The letter of intent may be
modified depending on the results of the offering and requirements of the
National Association of Stock Dealers. Pursuant to the letter of intent the
underwriter will receive a fee equal to 10% of the offering proceeds and
receive an expense reimbursement equal to 3% of the offering proceeds. In
addition, the underwriter will receive warrants to purchase additional shares
of the Company's common stock for 165% of the offering price. The number of
warrants to be issued will be based on the number of IPO shares sold. The
warrants contain anti-dilution provisions and restrictions on the issuance of
additional securities. In addition, upon closing of the initial public
offering, the underwriter will receive an advance of $145,000 for consulting
services to be rendered over the following three years. The underwriters also
have a right of first refusal relating to any public issuance of securities
during the next two years.
PUBLIC OFFERING
The Company filed a registration statement with the Securities and
Exchange Commission to offer up to 1,150,000 shares of common stock to the
public. The registration statement is subject to completion. The gross proceeds
are projected to be approximately $8,000,000 and the proceeds of the offering
are to be generally used to fund expansion of the business, retirement of debt
and working capital.
F-32
<PAGE>
GO2PHARMACY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
MARCH 31, 1998, 1999 and 2000
and JUNE 30, 1999 and 2000
NOTE 15 -- COMMITMENTS AND CONTINGENCIES -- (CONTINUED)
PENDING PURCHASE OF COMPANY
Simultaneously with the public offering, the Company has an agreement to
acquire the Delaware corporation Go2Pharmacy.com, Inc. (Go2Delaware) for
3,000,000 shares of common stock at an assumed initial offering price of $8.00
per share, for a total purchase price of $24 million. The $24 million will be
expensed as marketing expenses on the effective date of the purchase.
EMPLOYMENT AGREEMENTS
Simultaneously with the public offering, the Company intends to enter into
three year employment agreements with the Chief Executive Officer, President
and Chief Financial Officer at annual salaries of $150,000, $90,000 and
$110,000, respectively.
DIRECTORS' COMPENSATION
Following the completion of the public offering, the Company intends to
pay directors fees of $500 each per meeting and not less than $2,000 per year.
In addition, each non-employee director will receive options to purchase 4,000
shares of common stock for each year remaining of the director's term
exercisable at the public offering price.
NOTE 16 -- SUBSEQUENT EVENTS
STOCK FOR LEGAL SERVICES
On April 2, 2000, the Company agreed to issue 50,000 shares of its Common
Stock to its legal counsel in lieu of payment of legal fees in conjunction with
an initial public offering. Subsequently, the parties agreed to a renegotiated
number of shares totaling 15,000.
F-33
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Go2Pharmacy.com, Inc.
New York, New York
We have audited the accompanying balance sheet of Go2Pharmacy.com, Inc. as of
March 31, 2000, and the related statement of operations, shareholders' deficit,
and cash flows for the period from February 18, 2000 (date of inception) to
March 31, 2000. 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 Go2Pharmacy.com, Inc. as of
March 31, 2000, and the results of its operations and its cash flows for the
period from February 18, 2000 (date of inception) to March 31, 2000, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is a development stage
enterprise engaged in Internet pharmacy services. As discussed in Note 5 to the
financial statements, the Company's operating loss since inception raises
substantial doubt about its ability to continue as a going concern.
Management's plans concerning these matters are also described in Note 5. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
/s/ BRIMMER, BUREK & KEELAN LLP
---------------------------------
Brimmer, Burek & Keelan LLP
Certified Public Accountants
Tampa, Florida
June 23, 2000
Except as to Note 6
dated June 26, 2000
F-34
<PAGE>
GO2PHARMACY.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
2000 2000
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash ..................................................... $ -- $ --
----------
Total current assets .................................... -- --
---------- ----------
Total assets ............................................ $ -- $ --
========== ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accrued expenses ......................................... $ 40,000 $ 45,000
---------- ----------
Total current liabilities ............................... 40,000 45,000
---------- ----------
Total liabilities ....................................... 40,000 45,000
Commitments and contingencies
Shareholders' deficit:
Common stock, $.01 par value; 4,000,000 shares authorized;
3,000,000 shares issued and outstanding ................. 30,000 30,000
Additional paid-in capital ............................... 50,000 50,000
Accumulated deficit ...................................... (114,100) (119,100)
---------- ----------
(34,100) (39,100)
Less subscription receivable ............................. (5,900) (5,900)
---------- ----------
Total shareholders' deficit ............................. (40,000) (45,000)
---------- ----------
Total liabilities and shareholders' deficit ............. $ -- $ --
========== ==========
</TABLE>
See accompanying notes to financial statements.
F-35
<PAGE>
GO2PHARMACY.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE
FROM FEBRUARY 18, 2000 THREE MONTHS
(DATE OF INCEPTION) ENDED
TO MARCH 31, 2000 JUNE 30, 2000
------------------------ --------------
(Unaudited)
<S> <C> <C>
Operating expenses:
General and administrative ...................... $ 63,900 $ 5,000
Organization expense ............................ 50,200 --
---------- ----------
Total operating expenses ....................... 114,100 5,000
---------- ----------
Loss before income taxes .......................... (114,100) (5,000)
Income taxes ...................................... -- --
---------- ----------
Net loss .......................................... $ (114,100) $ (5,000)
========== ==========
Net loss available to common shareholders ......... $ (114,100) $ (5,000)
========== ==========
Basic and diluted loss per share .................. $ (0.04) $ (0.00)
========== ==========
Basic and diluted weighted average number of common
shares outstanding .............................. 3,000,000 3,000,000
========== ==========
</TABLE>
See accompanying notes to financial statements.
F-36
<PAGE>
GO2PHARMACY.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF SHAREHOLDERS' DEFICIT
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING TOTAL
---------------------- PAID-IN SUBSCRIPTION DEVELOPMENT SHAREHOLDERS'
SHARES DOLLARS CAPITAL RECEIVABLE STAGE DEFICIT
------------ --------- ------------ -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Initial stock issued for
services, and receivable
February 18, 2000 ............. 2,980,000 $29,800 $ -- $ (5,900) $ -- $ 23,900
Stock issued for assets of
NDS Enterprises, Inc. ........ 20,000 200 -- -- -- 200
Contribution of capital by
majority stockholder ......... -- -- 50,000 -- -- 50,000
Net loss for the period from
February 18, 2000 (date of
inception) to March 31,
2000 ......................... -- -- -- -- (114,100) (114,100)
--------- ------- ------- -------- ---------- ----------
Balances at March 31, 2000 ..... 3,000,000 30,000 50,000 (5,900) (114,100) (40,000)
Net loss ....................... -- -- -- -- (5,000) (5,000)
--------- ------- ------- -------- ---------- ----------
Balances at June 30, 2000
(unaudited) .................. $3,000,000 $30,000 $50,000 $ (5,900) $ (119,100) $ (45,000)
========== ======= ======= ======== ========== ==========
</TABLE>
See accompanying notes to financial statements.
F-37
<PAGE>
GO2PHARMACY.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE FOR THE
PERIOD FROM THREE
FEBRUARY 18, 2000 MONTHS
(DATE OF INCEPTION) ENDED
TO MARCH 31, JUNE 30,
2000 2000
--------------------- ------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss ...................................................... $ (114,100) $ (5,000)
Adjustments to reconcile net loss to net cash from operating
activities:
Common stock issued for organization expense ................. 50,200 --
Common stock issued for services ............................. 23,900 --
Changes in operating assets and liabilities:
Accrued expenses ............................................ 40,000 5,000
---------- --------
Net cash provided by (used in) operating activities ......... -- --
---------- --------
Net increase (decrease) in cash ................................. -- --
Cash at beginning of period ..................................... -- --
---------- --------
Cash at end of period ........................................... $ -- $ --
---------- --------
Supplemental disclosure of cash flow information:
Cash paid during the period for interest ........................ $ -- $ --
========== ========
Cash paid during the period for income taxes .................... $ -- $ --
========== ========
Contribution to capital ......................................... $ 50,000 $ --
========== ========
Common stock issued for receivable .............................. $ 5,900 $ --
========== ========
</TABLE>
See accompanying notes to financial statements.
F-38
<PAGE>
GO2PHARMACY.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000 AND JUNE 30, 2000
NOTE 1 -- ORGANIZATION AND NATURE OF BUSINESS
Go2Pharmacy.com, Inc. (the "Company"), was formed on February 18, 2000 as
a Delaware corporation, under the name of JZ Holdings, Inc., to provide
Internet pharmacy services. The Company subsequently changed its name to
Go2Pharmacy.com, Inc. as a result of its acquisition of certain assets of NDS
Enterprises, Inc., ("NDS") a Delaware corporation, formerly known as
Go2Pharmacy.com, Inc. NDS was formed on April 12, 1999 and had no operations
from inception with the exception of accrued liabilities. (See Note 4)
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As reflected in the financial
statements, the Company is a development stage enterprise, which has yet to
generate revenues to support further operations. In order to fund operations to
date, the Company has relied on funding from the Company's majority
stockholder. The Company's operating losses since inception and the contingency
surrounding the proposed sale of the Company to Go2Pharmacy, Inc., a Florida
corporation ("Go2Florida"), raise substantial doubt about its ability to
continue as a going concern.
The Company's success is dependent upon its ability to raise additional,
sufficient investment capital to support the fulfillment under various supply
contracts, thereby generating revenues to continue to fund operations.
Management has executed a letter of intent for the Company to be acquired by
Go2Florida. The letter of intent is subject to the closing of an initial public
offering by Go2Florida.
INTERIM RESUTLS (UNAUDITED)
The accompanying financial statements as of and for the three months ended
June 30, 2000 are unaudited. In the opinion of management, these financial
statements have been prepared on the same basis as the audited financial
statements included herein and include all adjustments, consisting of only
normal recurring adjustments, necessary for the fair statement of results of
the interim period. The data disclosed in these notes to financial statements
for these respective periods is also unaudited.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.
IMPAIRMENT OF ASSETS
In accordance with the provisions of Statement of Financial Accounting
Standards No. 121 (SFAS 121), Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of, the Company's policy is to
evaluate whether there has been a permanent impairment in the value of
long-lived assets, certain identifiable intangibles and goodwill when certain
events have taken place that indicate that the remaining unamortized balance
may not be recoverable. When factors indicate
F-39
<PAGE>
GO2PHARMACY.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
MARCH 31, 2000 AND JUNE 30, 2000
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
that the intangible assets should be evaluated for possible impairment, the
Company uses an estimate of related undiscounted cash flows. Factors considered
in the valuation include current operating results, trends and anticipated
undiscounted future cash flows. There have been no impairment losses recorded
for the period from February 18, 2000 (date of inception) through March 31,
2000 and for the three months ended June 30, 2000.
INCOME TAXES
The Company utilizes the guidance provided by Statement of Financial
Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. Under the
liability method specified by SFAS 109, deferred tax assets and liabilities are
determined based on the difference between the financial statement and tax
basis of assets and liabilities as measured by the enacted tax rates which will
be in effect when these differences reverse. Deferred tax expense is the result
of changes in deferred tax assets and liabilities. The Company is a development
stage company with no operating history and no known sources of revenue.
Therefor, no provision or deferred tax has been provided for.
LOSS PER COMMON SHARE
Loss per share are computed using the basic and diluted calculations on
the face of the statement of operations. Basic loss per share is calculated by
dividing net loss available to common stockholders by the weighted average
number of shares of common stock outstanding for the period. Diluted loss per
share is calculated by dividing net loss by the weighted average number of
shares of common stock outstanding for the period, adjusted for the dilutive
effect of common stock equivalents, using the treasury stock method. There were
no potentially dilutive instruments outstanding for the period presented.
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
disclosures of contingent assets and liabilities at March 31, 2000 and June 30,
2000, as well as the reported amounts of revenues and expenses for the period
from February 18, 2000 (date of inception) through March 31, 2000 and for the
three months ended June 30, 2000. The actual outcome of the estimates could
differ from the estimates made in the preparation of the financial statements.
REVENUE RECOGNITION
The Company had no revenues for the period from February 18, 2000 (date of
inception) through March 31, 2000 and for the three months ended June 30, 2000,
and has not yet generated revenues.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company, in estimating its fair value disclosures for financial
instruments, uses the following methods and assumptions:
F-40
<PAGE>
GO2PHARMACY.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
MARCH 31, 2000 AND JUNE 30, 2000
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
Cash and Accrued Expenses: The carrying amounts reported in the balance
sheet for cash and accrued expenses approximate their fair value due to
their relatively short maturity.
NOTE 3 -- RELATED PARTY TRANSACTIONS
The majority stockholder paid $50,000 of legal fees assumed by the Company
in its acquisition of the assets of NDS Enterprises, Inc. Certain stockholders
of the Company provided consulting services valued at $23,900 in exchange for
2,390,000 shares of common stock of the Company.
NOTE 4 -- ACQUISITION
In February 2000, the Company acquired certain assets of NDS in exchange
for 20,000 shares of common stock of the Company and the assumption of $50,000
in liabilities of NDS. The assets of NDS consisted of the web site domain name
go2pharmacy.com and certain confidentiality agreements which were assigned zero
value by the Company. The acquisition was recorded as a purchase of a
nonmonetary asset valued at the historical cost of NDS which was zero. The
excess of liabilities assumed over cost of assets purchased has been recorded
as an organization expense.
NOTE 5 -- GOING CONCERN
The Company is a development stage company and has just recently entered
into various supply contracts, which management believes will provide revenue
for the Company. Its prospects for revenues are primarily dependent on its
ability to obtain financing, additional capital, sufficient knowledgeable
personnel and other resources to carry out the Company's responsibilities under
the recently obtained contracts. Management of the Company believes that its
acquisition by Go2Florida will provide the necessary financing, additional
capital, personnel and other resources which would be necessary to complete the
Company business plans under the contracts. If the acquisition does not take
place, the Company will have to seek other alternatives to satisfy its
financial and other obligations under the contracts, in order to continue in
existence.
NOTE 6 -- PENDING SALE OF COMPANY
In February 2000, the Company entered into a letter of intent with
Go2Florida whereby the Company will be sold to Go2Florida in exhange for
3,000,000 shares of common stock of Go2Florida. The sale is subject to the
consummation of an initial public offering of Go2Florida. As part of the
agreement, the majority stockholder of the Company will contribute $250,000 in
cash to the Company, as a contribution to capital.
On June 26, 2000, the Company signed an agreement to sell the Company to
Go2Florida contingent upon the closing of an initial public offering of
Go2Florida's common stock. The majority stockholder of the Company has agreed
to contribute $250,000 to capital coincident with the closing of the sale. The
sale provides for an exchange of stock whereby the shareholders of the Company
will receive one share of Go2Florida common stock for each share of common
stock owned in the Company. In addition, conditioned upon the sale, Go2Florida
has agreed to pay a consulting fee to the President and major stockholder of
the Company in the amount of $250,000. The consulting agreement is for a term
of five years and is to be paid from the cash flows provided by operations of
Go2Florida.
F-41
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors
U.S. Diversified Technologies, Inc.,
and Subsidiary
Largo, Florida
We have audited the accompanying Consolidated Balance Sheet of U.S. Diversified
Technologies, Inc. and its wholly owned subsidiary Energy Factors, Inc. as of
December 31, 1997 and the related Consolidated Statements of Income and
Retained Earnings and Cash Flows for the year then ended. 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 U.S. Diversified Technologies,
Inc. and its wholly owned subsidiary Energy Factors, Inc. as of December 31,
1997 and the results of its operations and cash flows for the year then ended
in conformity with generally accepted accounting principles.
/s/ BAUM & COMPANY, P.A.
------------------------
Baum & Company, P.A.
Coral Springs, Florida
June 10, 1998
F-42
<PAGE>
U.S. DIVERSIFIED TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997
<TABLE>
<S> <C>
ASSETS
Current assets
Cash in bank ................................................................... $ 58,508
Accounts receivable (Net of allowance of $25,000 for doubtful account).......... 224,532
Inventory (Note 1) ............................................................. 671,239
----------
Total current assets .......................................................... 954,279
----------
Property, plant & equipment (net) (Note 1 and 2) ................................. 1,487,075
----------
Other assets
Deposits and other assets ...................................................... 17,096
Deferred tax asset (Note 1) .................................................... 200,000
----------
Total other assets ............................................................ 217,096
----------
Total assets .................................................................. $2,658,450
==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Current portion of long-term debt (Note 3, 4, and 5) ........................... $ 284,905
Note payable--related party (Note 8) ........................................... 61,500
Current portion of capitalized leases payable (Note 6) ......................... 110,253
Advances from customers ........................................................ 259,995
Accounts payable and accrued expenses .......................................... 765,545
----------
Total current liabilities ..................................................... 1,482,198
----------
Long-term liabilities
Long-term debt (Note 3, 4, and 5) .............................................. 900,593
Capitalized leases payable (Note 6) ............................................ 273,906
----------
Total long-term liabilities ................................................... 1,174,499
----------
Total liabilities ............................................................. 2,656,697
----------
Stockholder's equity
Common Stock 40,000,000 shares authorized; $.01 par value; 10,042,400 issued and
outstanding ................................................................... 100,424
Retained earnings (deficit) .................................................... (98,671)
----------
Total stockholders' equity .................................................... 1,753
----------
Total liabilities & stockholders' equity ...................................... $2,658,450
==========
</TABLE>
See Accountant's Report and Accompanying Notes to Financial Statements.
F-43
<PAGE>
U.S. DIVERSIFIED TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<S> <C>
Gross sales .......................................... $5,753,821
Cost of goods sold ................................... 4,558,525
----------
Gross profit ......................................... 1,195,296
General & administrative expenses .................... 1,530,973
----------
Net (loss) before other income (expenses) .......... (335,677)
Other income (expense)
Interest expense ................................... (230,593)
----------
Net (loss) before provision for income taxes ......... (566,270)
Provision for income taxes
Deferred tax benefit (Note 1) ...................... 200,000
----------
Net (loss) ........................................... (366,270)
Retained earnings--beginning ......................... 267,599
----------
Retained earnings (deficit)--ending .................. $ (98,671)
==========
</TABLE>
See Accountant's Report and Accompanying Notes to Financial Statements.
F-44
<PAGE>
U.S. DIVERSIFIED TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<S> <C>
Cash flows from operating activities
Net income (loss) ............................................................... $ (366,270)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization ................................................. 171,940
Deferred tax asset ............................................................ (200,000)
Changes in operating assets & liabilities:
Decrease in accounts receivable .............................................. 31,002
Decrease in inventory ........................................................ 268,750
Decrease in deposits and other assets ........................................ 15,583
(Decrease) in accounts payable and accrued expenses .......................... (409,472)
Increase in advances from customers .......................................... 259,995
----------
Net cash used for operations ................................................. (228,472)
----------
Cash flow from investing activities:
Acquisition of fixed assets ..................................................... (5,538)
----------
Cash flow from financing activities:
Proceeds from note payable from related party ................................... 62,000
Principal payments on note payable from related party ........................... (500)
Proceeds from long-term debt .................................................... 219,667
Principal payments on long-term debt ............................................ (58,349)
Principal payments on capitalized leases payable ................................ (53,105)
----------
Net cash provided by financing activities .................................... 169,713
----------
Net (decrease) ................................................................... (64,297)
Cash in bank--beginning of year .................................................. 122,805
----------
Cash in bank--end of year ........................................................ $ 58,508
==========
</TABLE>
See Auditor's Report and Accompanying Notes to Financial Statements.
F-45
<PAGE>
U.S. DIVERSIFIED TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies of U.S. Diversified
Technologies, Inc. is presented to assist in understanding the Company's
financial statements. The financial statements and notes are representations of
the Company's management which is responsible for their integrity and
objectivity. The accounting policies conform to generally accepted accounting
principles and have been consistently applied in the preparation of the
financial statements.
BUSINESS AND ORGANIZATION
The Company, incorporated in the state of Florida on September 27, 1989,
is a holding company. It's wholly-owned subsidiary consist of Energy Factors,
Inc. Energy Factors, Inc. manufactures food grade supplements and health/diet
products.
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of U.S.
Diversified Technologies, Inc. and its wholly-owned subsidiary, Energy Factors,
Inc. Significant intercompany balances and transactions have been eliminated in
consolidation.
MANAGEMENT ESTIMATES
The preparation of consolidated 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 at
December 31, 1997 and revenues and expenses for the year ended. The actual
outcome of the estimates could differ from the estimates made in the
preparation of the consolidated financial statements.
INVENTORY
Inventory is valued at the lower of cost (first-in, first-out method) or
market.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Provision for
depreciation is computed using the straight line method over the estimated
useful lives.
Maintenance and repairs are charged to operations. Additions and
betterments which extend the useful lives of property, plant and equipment are
capitalized. Upon retirement or disposal of the operating property and
equipment, the cost and accumulated depreciation are eliminated from the
accounts and the resulting gain or loss is reflected in operations.
REVENUE RECOGNITION
Revenue is recognized for the health products manufacturing operations
when the production process is complete and the merchandise is shipped to the
customer. Revenue is recognized for the mail-order operations when the
merchandise is shipped to the customer.
F-46
<PAGE>
U.S. DIVERSIFIED TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
DECEMBER 31, 1997
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
INCOME TAXES
The Company has incurred a net operating loss in the current year thus no
provision has been provided for income taxes. This net operating loss may be
carried back for three years or carried forward for up to 15 years against net
income.
In accordance with FASB No. 109, the Company has reflected a deferred tax
benefit of $200,000 for its net operation losses.
NOTE 2 -- PROPERTY AND EQUIPMENT
As of December 31, 1997, property and equipment consists of the following:
<TABLE>
<S> <C>
Land .................................................... $ 100,000
Building and Improvements ............................... 1,064,507
Factory Equipment ....................................... 990,035
Office Furniture and Equipment .......................... 82,442
Transportation Vehicle .................................. 34,901
----------
2,271,885
Less: Accumulated Depreciation And Amortization ......... (784,810)
----------
$1,487,075
</TABLE>
NOTE 3 -- MORTGAGE PAYABLE
On October 22, 1992, the Company acquired an office and manufacturing
facility for $800,000. The Company executed a purchase money mortgage for
$800,000, payable interest only for seven months, and the remaining payments,
for ten years, with interest based on the bank's prime rate plus 4%, but never
less than 10% or greater than 15%. There is a balloon payment due and payable
at the end of the ten year period.
On June 23, 1993, the Company obtained an additional mortgage of $235,000
to fund the costs of a building addition.
NOTE 4 -- NOTE PAYABLE -- BANK
Installment obligation to finance vehicle.
NOTE 5 -- NOTE PAYABLE -- FACTOR
The Company has entered into an agreement with a factoring company to
finance its accounts receivable.
NOTE 6 -- CAPITALIZED LEASE PAYABLE
The Company has entered into various leasing arrangements to acquire fixed
assets. Its been determined that these leases are capital leases, thus the
underlying assets have been reflected on these financial statements.
F-47
<PAGE>
U.S. DIVERSIFIED TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
DECEMBER 31, 1997
NOTE 7 -- CAPITAL TRANSACTIONS
A.) In 1996, the Company officially retired all Company treasury stock
acquired since inception. Effectively, $265,000 of treasury stock has been used
to reduce additional paid-in capital and any excess to reduction of retained
earnings.
B.) On October 30, 1996, the Board of Directors approved a resolution
whereby, in consideration for the personal guarantees by certain shareholders
of approximately $1,250,000 of debt obligations of the Company, the three
stockholders would receive 1,500,000 of common stock each.
NOTE 8 -- RELATED PARTIES
The Company has employment contracts with its (2) operational officers who
are also shareholders. Compensation to these shareholders was approximately
$300,000.
As of December 31, 1997, the Company has an outstanding balance of $61,500
on a demand promissory note.
NOTE 9 -- SUBSEQUENT EVENT
On June 12, 1998, the Company's wholly-owned subsidiary Energy Factors,
Inc. was acquired by Nu-Wave Health Products, Inc.
NOTE 10 -- SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<S> <C>
Interest Paid ................ $230,593
Deferred tax benefit ......... 200,000
</TABLE>
NOTE 11 -- CONTINGENCIES
The Company is a defendant in various lawsuits in various stages of
settlement. The outcome of the matters have been accrued. The nature of these
lawsuits are as follows:
(A) Dispute with landlord over condition of leased premises. The
litigation was settled and paid in the amount of $30,000. There was $40,000
accrued in anticipation of the settlement.
(B) Dispute over non-payment for faulty product supplied by a vendor. The
litigation was settled and paid in the amounts of $15,000. There was $12,500
accrued in anticipation of the settlement.
(C) Dispute over non-payment for product billed by a vendor. The
litigation was settled and paid in the amount of $35,000. There was $32,000
accrued in anticipation of the settlement.
(D) Pending litigation involving alleged sexual harassment by two of the
companies employees. The case is in the discovery stage and there are no
amounts accrued in anticipation of the settlement. The company believes there
will be a favorable ruling.
(E) Dispute over defective product supplied by the company to one of the
company's customers. The case is in the discovery stage and there are no
amounts accrued in anticipation of the settlement. The company believes there
will be a favorable ruling.
(F) Dispute over non-payment on a promissory note to one of the company's
vendors. The litigation was settled and paid in the amount of $10,000. There
was $10,000 accrued in anticipation of the settlement.
F-48
<PAGE>
================================================================================
[GRAPHIC OMITTED]
1,000,000 SHARES
COMMON STOCK
GO 2 PHARMACY, INC.
----------------
PROSPECTUS
----------------
UTENDAHL CAPITAL PARTNERS, L.P.
The date of this Prospectus is
----------------
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Florida Business Corporation Act (the "Florida Act") permits a Florida
corporation to indemnify a present or former director or officer of the
corporation (and certain other persons serving at the request of the
corporation in related capacities) for liabilities, including legal expenses,
arising by reason of service in such capacity if such person shall have acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and in any criminal proceeding if such
person had no reasonable cause to believe his conduct was unlawful. However, in
the case of actions brought by or in the right of the corporation, no
indemnification may be made with respect to any matter as to which such
director or officer shall have been adjudged liable, except in certain limited
circumstances. The Company's articles of incorporation provide that the Company
shall indemnify directors and executive officers to the fullest extent now or
hereafter permitted by the Florida Act. In addition, the Company has entered
into Indemnification Agreements with its directors and executive officers in
which the Company has agreed to indemnify such persons to the fullest extent
now or hereafter permitted by the Florida Act, including in circumstances in
which indemnification and advancement of expenses are discretionary under the
Florida Act. The indemnification provided by the Florida Act and the Company's
Articles of Incorporation is not exclusive of any other rights to which a
director or officer may be entitled. The general effect of the foregoing
provisions may be to reduce the circumstances which an officer or director may
be required to bear the economic burden of the foregoing liabilities and
expense. The Company intends to obtain a liability insurance policy for its
directors and officers as permitted by the Florida Act, which may extend to,
among other things, liability arising under the Securities Act of 1933, as
amended.
The Underwriting Agreement filed as Exhibit 1.1 to this Registration
Statement provides for the underwriters' indemnification of the company and its
directors and officers for certain liabilities arising under the Securities Act
or otherwise.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities offered hereby.
<TABLE>
<S> <C>
SEC registration fee ........................................... $ 3,511.00
NASD registration .............................................. 1390.00
Nasdaq SmallCap Market listing fee ............................. 15,000.00
Boston Stock Exchange listing fee .............................. 7,500.00
Printing and engraving ......................................... 55,000.00
Accountants' fees and expenses ................................. 60,000.00
Legal fees ..................................................... 100,000.00
Transfer agent's and warrant agent's fees and expenses ......... 5,000.00
Blue Sky fees and expenses ..................................... 50,000.00
Underwriter's non-accountable expense allowance ................ 240,000.00
Underwriter's consulting agreement ............................. 145,000.00
Miscellaneous .................................................. 2,599.00
-----------
Total .................................................... $685,000.00
===========
</TABLE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
The Company has not issued or sold any of its securities other than the
3,000,000 shares issued to its parent company, Dynamic Health Products, Inc.
and 15,000 shares issued to Sichenzia, Ross & Friedman LLP in July 2000. No
underwriters were involved in the transaction and there were no
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<PAGE>
underwriting discounts or commissions paid in connection therewith. Each of
these transactions were exempt from the registration requirements of the
Securities Act of 1933, as amended, pursuant to section 4(2).
Item 27. Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
<S> <C>
1.1 Form of Underwriting Agreement
3.1 Articles of Incorporation of the Company**
3.2 Bylaws of the Company **
3.3 Articles of Amendment to Articles of Incorporation
4.1 Specimen Stock Certificate of the Company *
4.2 Form of Underwriters' Warrant
4.3 Form of Consulting Agreement with Underwriter
5.1 Opinion of Sichenzia, Ross & Friedman, LLP *
10.1 Form of Indemnification Agreement with officers and directors *
10.2 Form of 1999 Stock Option Plan **
10.3 Form of 1999 Non-Employee Stock Option Plan **
10.4 Form of Employment Agreement with Kotha S. Sekharam, Ph.D. **
10.5 Form of Employment Agreement with Mihir K. Taneja **
10.6 Form of Employment Agreement with Carol Dore-Falcone **
10.7 Lease of Company's Facility at 6950 Bryan Dairy Road, Largo, Florida 33777 *
10.8 Acquisition Agreement between Go 2 Pharmacy.com, Inc. (Florida) and Go 2
Pharmacy.com, Inc. (Delaware)**
10.9 Agreement between Go2pharmacy.com, Inc. (Delaware) and CarePlus, LLC, dated as
of March 23, 2000. **
10.10 Agreement between Go2pharmacy.com, Inc. (Delaware) and The Greater New York
Health Care Facilities Association, dated as of June 23, 2000. **
10.11 Consulting agreement between Go2Pharmacy.com, Inc. and Joseph Zappala, dated as
of June 27, 2000.**
21.1 List of Subsidiaries **
23.1 Consent of Brimmer, Burek & Keelan LLP
23.2 Consent of Kirkland, Russ, Murphy & Tapp
23.3 Consent of Baum & Company, P.A.
23.4 Consent of Sichenzia, Ross & Friedman, LLP (included in Exhibit 5.1) *
23.5 Letter from Grant Thornton LLP, regarding termination of services, dated May 24,
2000.**
27.1 Financial Data Schedule
</TABLE>
----------------
* To be filed by amendment.
** Previously filed.
ITEM 28. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file a post-effective amendment to this Registration Statement during
any period in which offers or sales are being made:
(i) to include any Prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually, or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in
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<PAGE>
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) ((S)230.424(b) of this Chapter) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
of any material change to such information in the Registration
Statement.
(2) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
this offering.
(3) To provide to the Underwriters at the closing specified in the underwriting
agreement certificates in such denominations and registered in such names
as required by the Underwriter to permit prompt delivery to each
purchaser.
(4) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and
this offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) That, insofar as indemnification for liabilities arising from the
Securities Act may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
(6) That, for purposes of determining any liability under the Securities Act,
the information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
Rule 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Act, the Company certifies that it has
reasonable grounds to believe that it meets all of the requirement for filing
on Form SB-2 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the State of
Florida on September 15, 2000.
GO 2 PHARMACY, INC.
By: /s/ MIHIR K. TANEJA, CHIEF EXECUTIVE OFFICER
--------------------------------------------
Mihir K. Taneja, Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jugal
K. Taneja and Mihir K. Taneja, or either of them, his true and lawful
attorney-in-fact and agent, acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, any Amendments thereto and any
Registration Statement of the same offering which is effective upon filing
pursuant to Rule 462(b) under the Securities Act, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent, each acting alone,
full powers and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intends and purposes as he might or could do in person, hereby ratifying and
confirming all said attorney-in-fact and agent, acting alone, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons on behalf
of the Company in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ JUGAL K. TANEJA Chairman of the Board and Director September 15, 2000
----------------------
Jugal K. Taneja
/s/ Mihir K. Taneja Chief Executive Officer, Secretary September 15, 2000
---------------------- and Director
Mihir K. Taneja
/s/ KOTHA S. SEKHARAM President and Director September 15, 2000
----------------------
Kotha S. Sekharam
/s/ CAROL DORE-FALCONE Vice President and Chief Financial Officer September 15, 2000
---------------------- (principal financial and accounting officer),
Carol Dore-Falcone
</TABLE>
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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
1.1 Form of Underwriting Agreement
3.3 Articles of Amendment to Articles of Incorporation
4.2 Form of Underwriters' Warrant
4.3 Form of Consulting Agreement with Underwriter
23.1 Consent of Brimmer, Burek & Keelan LLP
23.2 Consent of Kirkland, Russ, Murphy & Tapp
23.3 Consent of Baum & Company, P.A.
27.1 Financial Data Schedule
