Securities and Exchange Commission
Washington, D.C. 20549
------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 20, 1999
QUIKBIZ INTERNET GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-25276 88-0320364
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
6801 Powerline Road
Ft. Lauderdale, Florida 33309
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (954) 970-3553
=====================================================
<PAGE>
Item 2. Acquisition or Disposition of Assets
On August 31, 1999, we completed the acquisition of substantially all of
the assets of Gallaspy & Lobel, Inc., an advertising firm based in south Florida
doing business under the name G&L Group, pursuant to an asset purchase agreement
we entered into with Gallaspy & Lobel, Inc. on August 20, 1999. We acquired all
of G&L Group's contracts and pending orders with its existing active clients, as
well as all of G&L Group's accounts receivable relating to its existing active
clients. The accounts receivable we acquired totaled approximately $500,000. In
consideration for G&L Group's assets, we agreed to pay G&L Group $610,000,
payable in shares of our common stock, and we assumed approximately $750,000 of
G&L Group's liabilities. We issued 366,000 shares of common stock to G&L Group
on September 1, 1999, valued for purposes of the transaction at $1.25 per share,
and we are obligated to issue another 122,000 shares within one year thereafter.
In connection with the acquisition, James Lobel, the former president of G&L
Group, entered into a three year employment agreement with us and became the
president of our SmithAgency.com, Inc. subsidiary.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired.
See Financial Statements of Gallaspy & Lobel, Inc. as of December 31,
1998 and 1997 and for the years ended December 31, 1998 and 1997.
(b) Pro Forma Financial Information.
See Unaudited Pro Forma Combined Financial Information of QuikBIZ
Internet Group, Inc. as of and for the six months ended June 30,
1999 and for the year ended December 31, 1998.
(c) Exhibits.
2.2 Asset Purchase Agreement, dated as of August 20, 1999, by and between
Gallaspy & Lobel, Inc., the registrant, and James Lobel and Diane C.
Harvey (incorporated by reference from the registrant's Registration
Statement on Form SB-2, File No. 333-87895).
10.5 Employment Contract for James Lobel, dated August 31, 1999, between
the registrant and James Lobel (incorporated by reference from the
registrant's Registration Statement on Form SB-2, File No. 333-87895).
-2-
<PAGE>
10.6 Agreement to Sublease, dated August 31, 1999, by and between James
Lobel, Diane Harvey, Gallaspy & Lobel, Inc., Harvey Studios, Inc. and
the registrant (incorporated by reference from the registrant's
Registration Statement on Form SB-2, File No. 333-87895).
10.7 Mortgage Deed and Security Agreement, dated August 31, 1999, by James
S. Lobel and Diane C. Harvey to the Registrant (incorporated by
reference from the registrant's Registration Statement on Form SB-2,
File No. 333-87895).
-3-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
QUICKBIZ INTERNET GROUP, INC.
/s/ David B. Bawarsky
---------------------------
Name: David B. Bawarsky
Title: Chief Executive Officer
and President
Date: March 17, 2000
-4-
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Financial Statements of Gallaspy & Lobel, Inc.
Report of Charles A. Nichols, C.P.A., P.C...................................F-2
Balance Sheets, December 31, 1998 and 1997..................................F-3
Statements of Operations and Accumulated Adjustment Account
for the Years Ended December 31, 1998 and 1997.....................F-4
Statements of Cash Flows For the Years Ended December 31, 1998 and 1997.....F-5
Notes to Financial Statements...............................................F-6
Pro Forma Combined Financial Information of
QuikBIZ Internet Group, Inc.
Introduction to Pro Forma Combined Financial Information....................F-9
QuikBIZ Internet Group, Inc. and Subsidiaries Pro Forma Balance Sheet
as of June 30, 1999................................................F-10
Pro Forma Condensed Combined Statements of Operations
for the Year Ended December 31, 1998...............................F-11
Pro Forma Condensed Combined Statements of Operations
for the Six Months Ended June 30, 1999.............................F-12
Notes to Pro Forma Condensed Combined Financial Information.................F-13
F-1
<PAGE>
CHARLES A. NICHOLS
CERTIFIED PUBLIC ACCOUNTANT
PROFESSIONAL ASSOCIATION
INDEPENDENT AUDITOR'S REPORT
The Board of Directors
Gallaspy & Lobel, Inc.
I have audited the accompanying balance sheets of Gallaspy & Lobel, Inc.
(the "Company") at December 31, 1998 and 1997, and the related statements of
operations and accumulated adjustment account, and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these consolidated
financial statements based on my audits.
I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall financial statement presentation. I
believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Gallaspy & Lobel, Inc. at
December 31, 1998 and 1997 and the results of their operations and cash flows
for the years then ended in conformity with generally accepted accounting
principles.
The financial statements referred to above have been prepared assuming that
the Company will continue as a going concern. As more fully described in Note 2,
the Company has incurred recurring operating losses, negative cash flows from
operating activities, and has negative working capital. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans as to these matters are also described in Note 2. The
accompanying financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that might result from the outcome
of this uncertainty.
/s/ Charles A. Nichols, C.P.A., P.A.
CHARLES A. NICHOLS, C.P.A., P.A.
December 22, 1999
F-2
<PAGE>
GALLASPY & LOBEL, INC.
BALANCE SHEETS
December 31, 1998 and 1997
<TABLE>
1998 1997
---- ----
<S> <C> <C>
ASSETS
CURRENT ASSETS
Accounts receivable (Notes 1 and 3) $ 463,798 $ 747,463
--------- ---------
PROPERTY AND EQUIPMENT: (Notes 1 and 3)
Furniture and equipment 104,836 102,339
Leasehold improvements 97,332 18,000
------ ------
202,168 120,339
Less accumulated depreciation 98,813 91,741
------ ------
Depreciated cost 103,355 28,598
DEPOSITS 7,419 4,869
----- -----
TOTAL ASSETS $ 574,572 $ 780,930
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Cash overdraft $ 157,586 $ 109,702
Accounts payable and accrued expenses 674,673 1,307,473
Current maturities of long-term debt (Notes 3 and 5) 219,219 147,828
------- -------
Total current liabilities 1,051,478 1,565,003
--------- ---------
COMMITMENTS and CONTINGENCIES (Notes 2, 4 and 6)
STOCKHOLDERS' EQUITY
Common stock; $1.00 par value; 600 shares authorized;
300 shares issued and outstanding 300 300
Accumulated adjustment account (477,206) (784,373)
------- -------
Total stockholders' equity (476,906) (784,073)
------- -------
TOTAL LIABILITIES AND
AND STOCKHOLDERS' EQUITY $ 574,572 $ 780,930
========= =========
</TABLE>
See notes to financial statements
F-3
<PAGE>
GALLASPY & LOBEL, INC.
STATEMENTS OF OPERATIONS AND ACCUMULATED ADJUSTMENT ACCOUNT
For the Years Ended December 31, 1998 and 1997
<TABLE>
1998 1997
---- ----
<S> <C> <C>
REVENUE:
Advertising $3,699,737 $4,476,574
Multimedia services and products 806,093 618,741
------- -------
Total revenue 4,505,830 5,095,315
---------- ---------
OPERATING EXPENSES:
Direct costs 3,521,178 4,711,577
Selling, general and administrative 655,562 698,689
Depreciation and amortization 7,072 4,926
----- -----
Total operating expenses 4,183,812 5,415,192
--------- ---------
INCOME (LOSS) FROM OPERATIONS 322,018 (319,877)
INTEREST EXPENSE 14,851 8,477
------ -----
NET INCOME (LOSS) 307,167 (328,354)
ACCUMULATED ADJUSTMENT ACCOUNT,
BEGINNING OF YEAR (784,373) (369,626)
STOCKHOLDER DISTRIBUTIONS - 86,393
---------- ------
ACCUMULATED ADJUSTMENT ACCOUNT,
END OF YEAR $ (477,206) $ (784,373)
----------- ----------
</TABLE>
See notes to financial statements
17602.1
F-4
<PAGE>
GALLASPY & LOBEL, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1998 and 1997
<TABLE>
1998 1997
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 307,167 $(328,354)
Adjustments to reconcile net income (loss) to net cash
(used in) provided by operating activities:
Depreciation 7,072 4,926
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable 283,665 (437,917)
Increase in deposits (2,550) (4,869)
(Decrease) increase in accounts payable and
accrued expenses (632,800) 766,911
-------- -------
Net cash (used in) provided by operating activities (37,446) 697
------- ---
INVESTING ACTIVITIES:
Purchases of property and equipment (81,829) (12,777)
------ ------
FINANCING ACTIVITIES:
Borrowings of debt 648,103 529,113
Repayment of debt (576,712) (513,257)
Stockholder's distributions - (86,393)
------
Net cash provided by (used in) financing activities 71,391 (70,537)
------ ------
NET DECREASE IN CASH (47,884) (82,617)
OVERDRAFT, BEGINNING OF YEAR (109,702) (27,085)
-------- ------
OVERDRAFT, END OF YEAR $(157,586) $(109,702)
========== ==========
Supplemental Disclosure for Cash Flow Information:
Cash paid for interest $ 14,851 $ 8,477
-------- --------
</TABLE>
See notes to financial statements
F-5
<PAGE>
GALLASPY & LOBEL, INC.
Notes to Financial Statements
For the Years Ended December 31, 1998 and 1997
Note 1 - Summary of Significant Accounting Policies
The following is a summary of significant accounting policies of Gallaspy &
Lobel, Inc. (the "Company") in the preparation of the accompanying financial
statements.
Principal Business Activity - The Company was incorporated in the State of
Florida on February 5, 1993, and is a full service advertising agency. The
Company's corporate headquarters are located in Pompano Beach, Florida.
Basis of Accounting - The financial statements of the Company have been prepared
on the accrual basis of accounting and accordingly reflect all significant
receivables, payables and other liabilities.
Property and Equipment - Property and equipment are carried at cost. The cost of
property and equipment is depreciated over the estimated useful lives of the
related assets. The, costs of leasehold improvements are depreciated (amortized)
over the lesser of the length of the related leases or the estimated useful
lives of the assets. Depreciation is computed on the straight-line method for
financial reporting purposes and on the accelerated cost recovery system method
for income tax purposes.
Expenditures for major renewals and betterments that extend the useful lives of
property and equipment are capitalized. Expenditures for maintenance and repairs
are charged to expense as incurred.
Income Taxes - The Company, with the consent of all of its shareholders, has
elected to be taxed under the provisions of Subchapter S of the Internal Revenue
Code. Under those provisions, the Company does not provide for or pay Federal
and certain State corporate income taxes on its taxable income. Instead, the
stockholders are liable for individual Federal and State income taxes, if any,
on their share of the Company's taxable income.
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 the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Allowance for Bad Debts - The Company provides an allowance for doubtful
accounts, as needed, for accounts deemed uncollectible.
F-6
<PAGE>
Note 2 - Going Concern - Uncertainty
As shown in the accompanying financial statements, the Company has incurred
operating losses, negative cash flows from operating activities and has negative
working capital. These conditions raise substantial doubt about the Company's
ability to continue as a going concern.
The Company has initiated several actions to generate working capital and
improve operating performance, including seeking a buyer for the Company (see
Note 6).
There can be no assurance that the Company will be able to successfully
implement its plans, or if such plans are successfully implemented, that the
Company will achieve its goals.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern and do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that might result from
the outcome of this uncertainty.
Note 3 - Long-Term Debt
Long-term debt consists of the following:
<TABLE>
1998 1997
---- ----
<S> <C> <C>
Note payable - financial institution line-of-credit (maximum
borrowings of $100,000), interest only payable monthly at
prime plus 2%, due on demand, collateralized by accounts
receivable, furniture, equipment and personal guarantee of the
stockholder $ 99,871 $ 51,136
Unsecured line-of-credit (maximum borrowings of $100,000),
interest only payable monthly at a variable rate, 11.5% at
December 31, 1998, due on demand. 95,649 52,933
Notes payable to stockholders with no stated interest rate 23,699 43,759
Total $219,219 $147,828
-------- --------
Principal payments on note payable are as follows:
Years ending
December 31,
- -----------
1999 $219,219
========
</TABLE>
F-7
<PAGE>
Note 4 - Leases
The Company has entered into several long-term leases for the office building
and various equipment with monthly payments ranging from $2,617 to $6,400. These
leases are classified as operating leases.
The future minimum rental payments required under long-term non-cancelable
leases during the years ended December 31, may be summarized as follows:
<TABLE>
Related Party
(Note 5) Other Total
--------------- ----- -----
<S> <C> <C> <C>
1999 $ 76,800 $31,402 $ 108,202
2000 76,800 13,084 89,884
2001 76,800 - 76,800
2002 76,800 - 76,800
2003 and thereafter 1,152,000 - 1,152,000
--------- ------------- ---------
$ 1,459,200 $44,486 $ 1,503,686
============= ======= =========
</TABLE>
Total rental expense for all operating leases for the years ended December 31,
1998 and 1997 amount to $127,086 and $155,970, respectively.
Note 5 - Related Parties
The Company leases its office facility from a Company stockholder since February
1998. Rent paid on this lease for the year ended December 31, 1998 was $66,640
(see Note 4).
The Company paid a related corporation consulting fees, which amounted to
$50,976 and $56,400 for the years ended December 31, 1998 and 1997,
respectively. This corporation also provided production services during 1998 for
$94,819, which is included in accounts payable at December 31, 1998.
Net amounts paid on stockholder loans payable were $20,061 and $41,090 for 1998
and 1997, respectively. Stockholder's loan payable amounted to $23,699 and
$43,759 at December 31, 1998 and 1997, respectively. The stockholder personally
guaranteed a Company line-of-credit (see Note 3).
Note 6 - Subsequent Event
On September 1, 1999, the Company sold its net assets, primarily in exchange for
restricted stock in the acquiring company. In connection with this transaction,
the acquiring company entered into a three-year employment agreement with the
Company's president.
F-8
<PAGE>
Introduction to Pro Forma Combined Financial Information of QuikBIZ Internet
Group, Inc.
The following unaudited pro forma combined condensed financial statements are
presented for illustrative purposes only and are not necessarily indicative of
the combined financial position or results of operations for future periods or
the results of operations of financial position that actually would have been
realized had QuikBIZ Internet Group, Inc. (QuikBIZ) and Gallaspy & Lobel, Inc.
d/b/a G & L Group (G & L) been a combined company during the specified periods.
The unaudited pro forma combined condensed financial statements, including
related notes, are qualified in their entirety by reference to, and should be
read in conjunction with, the historical consolidated financial statements and
related notes thereto of QuikBIZ, included in its filings with the Securities
and Exchange Commission, and Gallaspy & Lobel, Inc. d/b/a G & L Group, included
elsewhere in this filing.
The following unaudited pro forma combined condensed financial statements give
effect to the acquisition of Gallaspy & Lobel, Inc. d/b/a G & L Group using the
purchase method of accounting. The pro forma combined condensed financial
statements are based on the respective historical audited and unaudited
consolidated financial statements and related notes of QuikBIZ Internet Group,
Inc. and Gallaspy & Lobel, Inc. d/b/a G & L Group. The pro forma adjustments are
preliminary and are based on management's estimates of the value of tangible and
intangible assets acquired.
The actual adjustments may differ materially from those presented in these pro
forma financial statements. A change in the pro forma adjustments would result
in a reallocation of the purchase price affecting the value assigned to the
long-term tangible and intangible assets or, in some circumstances, result in a
charge to the statement of operations. The effect of these changes on the
statement of operations will depend on the nature and amounts of the assets and
liabilities adjusted.
The unaudited pro forma combined condensed balance sheet assumes that the
acquisition took place on June 30, 1999, and combines QuikBIZ's unaudited June
30, 1999 consolidated balance sheet with G & L's unaudited June 30, 1999 balance
sheet. The pro forma combined condensed statements of operations assume all of
the acquisition completed through the date of this report took place January 1,
1998 and combines QuikBIZ's audited consolidated statement of operations for the
year ended December 31, 1998 and unaudited consolidated statement of operations
for the six months ended June 30, 1999 with G & L's audited statement of
operations for the year ended December 31, 1998 and unaudited statement of
operations for the six months ended June 30, 1999, respectively.
F-9
<PAGE>
QuikBIZ Internet Group, Inc. and Subsidiaries Pro Forma Balance Sheet
as of June 30,1999
<TABLE>
QuikBIZ G & L Pro Forma
Historical Group (a) Adjustments Pro Forma
---------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Assets
Current assets
Cash $ 35,758 $ - $ - $ 35,758
Accounts receivable 303,260 389,962 44,571 (2) 737,793
Other 34,345 7,419 (7,419) (2) 34,345
------ ----- ----- ------
Total current assets 373,363 397,381 37,152 807,896
Property and Equipment
Furniture and equipment 76,772 105,834 (25,834) (2) 156,772
Leasehold improvements 44,862 97,332 (97,332) (2) 44,862
------ ------ ------ ------
121,634 203,166 (123,166) 201,634
Less accumulated depreciation (56,773) (102,813) 94,813 (1),(2) (64,773)
------- -------- ------ ------
Depreciated cost 64,861 100,353 (28,353) 136,861
Intangible assets 561,614 - 532,656 (2) 1,094,270
Other assets - - 147,337 (2) 147,337
-------- ------- ------- -----------
Total assets $ 999,838 $ 497,734 $ 688,792 $ 2,186,364
======= ======= ======= ===========
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and accrued expenses $ 566,289 $ 690,637 $ 15,889 (2) $ 1,272,815
Current maturities of long-term debt 124,320 207,965 (207,965) (2) 124,320
------- ------- ------- -------
Total current liabilities 690,609 898,602 (192,076) 1,397,135
Long-term debt 160,884 - - 160,884
------- ------- --------- ----------
Total liabilities 851,493 898,602 (192,076) 1,558,019
Shareholders' equity
Preferred stock 10,208 - 10,208
Common stock 26,943 300 676 (2) 27,919
Additional paid-in-capital 2,868,905 - 487,024 (2) 3,355,929
Accumulated deficit (2,575,520) (401,168) 401,168 (2) (2,575,520)
Unearned compensation on restricted stock (182,191) - (182,191)
------------ ---------- ---------
Total shareholders' equity 148,345 (400,868) 888,868 636,345
------------ ---------- --------- ----------
Total liabilities and shareholders' equity $ 999,838 $ 497,734 $ 696,792 $ 2,194,364
============ ========== ========== =========
</TABLE>
(a) Balance sheet presented as of June 30,1999.
F-10
<PAGE>
QuikBIZ Internet Group, Inc and Subsidiaries
Pro Forma Condensed Combined Statements of Operations
For the year ended December 31, 1998.
<TABLE>
QuikBIZ G & L Pro Forma
Historical Group (b) Adjustments Pro Forma
---------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Revenue
Advertising $ 1,541,454 $ 3,699,737 $ - $ 5,241,191
Multimedia services and products 600,960 806,093 - 1,407,053
------- ------- ------ ---------
Total revenue 2,142,414 4,505,830 6,648,244
Operating expenses
Direct costs 1,753,877 3,521,178 - 5,275,055
Selling, general and administrative 1,023,831 655,562 14,000 (4) 1,693,393
Depreciation and amortization 121,590 7,072 62,194 (1),(2) 190,856
------- ----- ------ --------
Total operating expenses 2,899,298 4,183,812 76,194 7,159,304
--------- --------- ------ ---------
Income (Loss) from operations (756,884) 322,018 (76,194) (511,060)
Interest expense 26,480 14,851 (14,851) (2) 26,480
------ ------ ------
Net income (loss) $ (783,364) $ 307,167 $ (61,343) $ (537,540)
======== ========== ======= ========
Weighted average number of common
shares outstanding 13,067,857 13,555,857
Basic (loss) per common share $ (0.060) $ (0.040)
</TABLE>
(b) The Pro Forma Combined Statement of Operations for the twelve months ended
December 31, 1998 includes the results of operations for G & L Group, Inc.
for the twelve months ended December 31, 1998.
F-11
<PAGE>
QuikBIZ Internet Group, Inc and Subsidiaries
Pro Forma Condensed Combined Statements of Operations
For the six months ended June 30, 1999.
<TABLE>
QuikBIZ G & L Pro Forma
Historical Group (c) Adjustments Pro Forma
---------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Revenue
Advertising $ 1,094,197 $ 1,268,231 $ - $ 2,362,428
Multimedia services and products 696,448 276,320 - 972,768
------- ------- ------ -------
Total revenue 1,790,645 1,544,551 - 3,335,196
Operating expenses
Direct costs 1,080,601 1,121,934 - 2,202,535
Selling, general and administrative 829,203 331,194 11,000 (4) 1,171,397
Depreciation and amortization 55,020 4,000 30,633 (1),(2) 89,653
------ --------- ------ ----------
Total operating expenses 1,964,824 1,457,128 41,633 3,463,585
--------- --------- ------ ---------
Income (Loss) from operations (174,179) 87,423 (41,633) (128,389)
Interest expense 8,618 11,385 (11,385)(2) 8,618
---------- ---------- -------- ----------
Net income (loss) $ (182,797) $ 76,038 $ (30,248) $ (137,007)
---------- ---------- -------- ----------
Weighted average number of common
shares outstanding 13,350,676 13,594,676
Basic (loss) per common share $ (0.014) $ (0.010)
</TABLE>
(c) The Pro Forma Combined Statement of Operations for the six months ended
June 30, 1999 includes the results of operations for G & L Group, Inc. for
the six months ended June 30, 1999.
F-12
<PAGE>
QuikBIZ Internet Group, Inc. and Subsidiaries
Notes to Pro Forma Condensed Combined Financial Information
The following adjustments were applied to QuikBIZ's Consolidated Financial
Statements and the financial data of the company acquired by QuikBIZ since
January 1, 1998 to arrive at the unaudited Pro Forma Combined Financial
Information.
(1) The acquisition of Gallaspy & Lobel, Inc. d/b/a G & L Group was accounted
for by the purchase method of accounting. Under purchase accounting the
total purchase price was allocated to the tangible and intangible assets
acquired and liabilities assumed of G & L Group based upon their respective
fair values as of closing date of the acquisition. The following presents
the effects of the purchase adjustments:
Six Months
Ended Year Ended
June 30, 1999 December 31, 1998
------------- -----------------
Depreciation $8,000 $16,000
Amortization of Goodwill $26,633 $53,266
The adjustments for estimated pro forma depreciation and amortization of
goodwill are based on the estimated useful lives of five and ten years,
respectively.
(2) To reflect the purchase consideration consisting of the issuance of
366,000 shares of common stock and an unconditional promise to issue an
additional 122,000 shares of common stock all valued at $1.00 per share,
the elimination of acquired company's net equity and certain assets and
liabilities not acquired or assumed and to record intangible assets arising
from the acquisition.
(3) There is no provision for income taxes included in the historical
statements of operations of Gallaspy & Lobel d/b/a G & L Group, as the
Company was a Subchapter S Corporation. Consequently, income taxes were the
responsibility of the individual shareholders. No pro forma adjustment for
income taxes is required because there is a consolidated pro forma net
loss.
(4) To record performance incentive compensation under terms of an employment
agreement with the owner and now key employee of Gallaspy & Lobel d/b/a G &
L Group.
F-13
