8-K/A 1 form8ka22.htm <B>unsaved:///newpage2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K/A


CURRENT REPORT

Pursuant To Section 13 Or 15 (d) Of The Securities Exchange Act Of 1934

Date of Report (Date of earliest event Reported): May 20, 2005

House of Taylor Jewelry, Inc.

(Exact name of Registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

0-25377

(Commission File Number)

33-0805583

(IRS employer identification no.)

9200 Sunset Blvd. Suite 425

West Hollywood, California

90069

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(310) 860-2660


Nurescell Inc.

914 Westwood Boulevard, Suite 809, Los Angeles, California 90024

(Registrant’s former name or former address, if changed since last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





EXPLANATORY NOTE


 

House of Taylor Jewelry, Inc. (the “Company”), hereby amends and restates Item 9.01 (a) and (b) of its Current Report on Form 8-K dated May 20, 2005 (initially filed with the Commission on May 26, 2005 and as amended on June 9, 2005) to include the Financial Statements of Businesses Acquired and the Pro forma Financial Information.  This Form 8-K/A contains only the section of the Form 8-K which is being amended. The sections of the Company’s 8-K as originally filed and as amended which are not included herein are unchanged and continue in full force and effect as originally filed.


Item 9.01    Financial Statements and Exhibits

(a)

Financial Statements of Businesses Acquired.

Tech Line Jewelry, Inc.

 

Report of  Independent Registered Public Accounting Firm

F-2

Balance Sheets as of December 31, 2004 and March 31, 2005 (unaudited)

F-3

Statements of Operations for the years ended December 31, 2004 and 2003, and the three months ended March 31, 2005 and 2004 (unaudited)

F-4

Statements of Stockholders’ Equity for the years ended December 31, 2004 and 2003, and the three months ended March 31, 2005 (unaudited)

F-5

Statements of Cash Flows for the years ended December 31, 2004 and 2003, and the three months ended March 31, 2005 and 2004 (unaudited)

F-6

Notes to Financial Statements

F-7


(b)

Pro forma Financial Information.

House of Taylor Jewelry, Inc. and Global Jewelry Concepts, Inc.

Unaudited Pro Forma Condensed Consolidated Financial Statements

 

Introduction

F-13

Balance Sheet at March 31, 2005

F-14

Statements of Operations for the three months ended March 31, 2005 and the year ended December 31, 2004

F-15

Notes

F-16




1





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 7, 2005

House of Taylor Jewelry, Inc.
(Registrant)        

 

                       

/s/ Jack Brehm

 

       

Jack Brehm

Chief Financial Officer
(Principal Financial and Accounting Officer)

 








































2










Tech Line Jewelry, Inc.

Financial Statements













































F-1





  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors

Tech Line Jewelry, Inc.

West Hollywood, California


We have audited the accompanying balance sheet of Tech Line Jewelry, Inc. as of December 31, 2004, and the related statements of income and shareholder's equity and cash flows for the two 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 audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 Tech Line Jewelry, Inc. as of December 31, 2004, and the results of its operations and its cash flows for the two years then ended in conformity with U.S. generally accepted accounting principles.




/s/ Stonefield Josephson, Inc.

CERTIFIED PUBLIC ACCOUNTANTS


Santa Monica, California

May 23, 2005




















F-2







     Tech Line Jewelry, Inc.

    

       Balance Sheets

    
   

December 31,

March 31,

   

2004

2005

ASSETS

   

(unaudited)

Current assets

    

  Cash and cash equivalents

  

 $1,252,856

$1,010,603

  Accounts receivable - trade, net of

   

    allowance of $250,000

  

   1,827,923

1,316,644

  Inventory

  

   2,197,538

2,567,825

  Due from related party

  

       56,450

56,450

  Prepaid expenses

  

         7,300

7,300

     Total current assets

  

   5,342,067

   4,958,822

     

Property and equipment, less accumulated

 

   

 

  depreciation and amortization

 

      137,499

129,514

Other assets - deposits

  

       10,265

10,265

Total Assets

  

 $5,489,831

 $ 5,098,601

     

LIABILITIES AND STOCKHOLDERS' EQUITY

  

Current liabilities:

    

  Line of credit

  

 $   600,000

-

  Accounts payable

  

   2,030,846

$2,765,478

  Deferred rent expense

  

       25,000

27,000

  Accrued liabilities

  

      120,212

98,998

  Due to stockholder

  

       11,844

-

     Total current liabilities

  

   2,787,902

   2,891,476

     

Stockholders' equity:

    

  Common stock, no par value -

   

    authorized 1,000,000 shares,

   

    to be issued 30,000 shares

  

       30,000

30,000

  Less due from stockholders

  

      (95,000)

(151,000)

  Additional paid-in capital

  

   2,176,000

2,176,000

  Retained earnings

  

      590,929

152,125

Total stockholders' equity

  

   2,701,929

   2,207,125

Total liabilities and stockholders' equity

 

 $5,489,831

 $ 5,098,601

     

See accompanying notes.

    














F-3







     Tech Line Jewelry, Inc.

    

Statements of Operations

    
     
 

Year ended

     Three Months ended

 

December 31,

             March 31,

 

2004

2003

2005

2004

   

(Unaudited)

Net sales

$6,417,421

$8,449,272

$1,058,782

$1,691,386

     

Cost of goods sold

4,244,390

5,737,345

810,432

1,134,548

Gross profit

2,173,031

2,711,927

248,350

556,838

 

    

Expenses:

    

  Selling, shipping and general

   

   and administrative

1,543,443

2,183,528

552,525

363,103

  Interest

216,247

136,565

44,629

52,273

 

1,759,690

2,320,093

597,154

415,376

Income (loss) before income

    

  taxes

413,341

391,834

(348,804)

141,462

State income taxes

6,000

7,000

-

2,500

Net Income (loss)

$407,341

$384,834

($348,804)

$138,962

     
     
     

See accompanying notes.

    
































F-4







     Tech Line Jewelry, Inc.

      

Statements of Stockholders' Equity

     
       
    

Additional

 

   

 

Common Stock

 Due from

Paid-in

 Retained

 
 

No. Shares

Amount

 stockholders

Capital

 Earnings

Total

Balance at December 31, 2002

30,000

$30,000

($30,000)

 $-   

$200,754

$200,754

    

   

   

   

Dividends

 -   

 -   

 -   

 -   

(192,000)

(192,000)

       

Advance to stockholder

-

-

(16,000)

-

-

(16,000)

       

Contribution of note payable

 -   

 -   

 -   

2,176,000

 -   

2,176,000

  to stockholder

      
       

Net Income for the year

      

  ended December 31, 2003

 -   

 -   

 -   

 -   

384,834

384,834

       

Balance at December 31,2003

30,000

30,000

(46,000)

2,176,000

393,588

2,553,588

      

   

Dividends

 -   

 -   

 -   

 -   

(210,000)

(210,000)

       

Advances to stockholders

 -   

 -   

(49,000)

 -   

 -   

(49,000)

       

Net Income for the year

      

  ended December 31, 2004

 -   

 -   

 -   

 -   

407,341

407,341

       

Balance at December 31, 2004

30,000

30,000

(95,000)

2,176,000

590,929

2,701,929

       

Dividends (Unaudited)

-

-

-

-

(90,000)

(90,000)

       

Advances to stockholders

      

  (Unaudited)

-

-

(56,000)

-

-

(56,000)

       

Net loss for the three months

      

  ended March 31, 2005

      

  (Unaudited)

-

-

-

-

(348,804)

(348,804)

       

Balance at March 31, 2005 (unaudited)

30,000

$30,000

($151,000)

$2,176,000

$152,125

$2,207,125

       

See accompanying notes.

      













F-5







     Tech Line Jewelry, Inc.

     

Statements of Cash Flows

     
    

Three months

  

 Year ended December 31,

ended March 31,

  

2004

2003

2005

2004

    

 (Unaudited) 

Operating Activities:

     

Net income (loss)

 

$407,341

$384,834

($348,804)

$138,962

  Adjustments to reconcile net income (loss)

    

   to net cash provided by (used in)

    

   operating activities

     

    Depreciation

 

23,158

14,579

7,985

3,645

    Loss on abandonment of property

    

     and equipment

 

20,735

 -   

  

    Allowance for bad debts and returns

10,000

100,000

 

(50,000)

Changes in assets and liabilities

    

    Accounts receivable

 

1,004,228

(732,831)

511,279

345,288

    Inventory

 

94,268

(1,364,821)

(370,287)

(458,194)

    Prepaid expenses, etc

 

14,985

(100)

 

528

    Accounts payable

 

658,496

672,900

734,632

452,442

    Deferred rent expense

 

25,000

 -   

2,000

 

    Accrued liabilities

 

(78,308)

14,409

(21,214)

(146,659)

Net cash provided by (used in)

 

 

  

   operating activities

 

2,179,903

(911,030)

515,591

286,012

Investing activities:

     

    Additions to property and equipment

(144,802)

 -   

-

-

Net cash used in operating activities

(144,802)

 -   

-

-

  

   

   

  

Financing activities:

     

    Increases (decrease) in line of credit

(1,150,000)

750,000

(600,000)

(550,000)

    Issuance of common stock

 

 -   

30,000

-

-

    Unpaid stock subscription

 

 -   

(30,000)

-

-

    Increase in loans receivable from

 

 

  

      stockholders

 

(49,000)

(16,000)

(56,000)

-

    Advance to affiliate

 

(56,450)

-

-

-

    Increase in loan from stockholder

11,844

-

(11,844)

-

    Dividends

 

(210,000)

(192,000)

(90,000)

(70,000)

Net cash provided by (used in) financing

    

   activities

 

(1,453,606)

542,000

(757,844)

(620,000)

Increase (decrease) in cash

 

581,495

(369,030)

(242,253)

(333,988)

Cash and cash equivalents:

     

    At beginning of year

 

671,361

1,040,391

1,252,856

671,361

    At end of year

 

$1,252,856

$671,361

$1,010,603

$337,373

      

Supplemental cash flow information:

    

    Cash paid during period for:

     

       Interest

 

58,847

37,565

4,270

16,493

       Income taxes

 

5,000

8,880

-

5,772

Supplemental disclosure of non-cash financing activity:

   

  In 2003 a stockholder contributed a note payable to him of $2,176,000 to the Company.

 
      

See accompanying notes.

     
      

F-6





Tech Line Jewelry, Inc.

Notes to Financial Statements


1.

Organization and business


The Company was organized in November 2001 in California. The Company designs and distributes fine jewelry principally to wholesale and retail companies in the United States. Substantially all the Company’s products are purchased from one manufacturer in China. In addition, the Company purchases its molds from a company in China. These vendors account for approximately 80% and 14% of cost of sales for 2004, respectively.


2.

Significant accounting policies


Interim financial statements


The accompanying unaudited financial statements at March 31, 2005 and for the three months ended March 31, 2005 and 2004 include all adjustments (consisting of only normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented. Interim results are not necessarily indicative of the results to be expected for a full year.


Estimates and assumptions


The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States which requires management to make  estimates and assumptions that effect the accounting for and recognition of assets, liabilities, stockholders’ equity, revenue and expenses. Estimates and assumptions are made because certain information is dependent on future events. The most significant estimates used in preparing the financial statements are those relating to the collectibility of receivables and the market value used in valuation of inventory. Actual results could differ from those estimates.


Comprehensive income (loss)


For the year ended December 31, 2004 and for the three months ended March 31, 2005, comprehensive income consists only of net income and, therefore, a Statement of Other Comprehensive Income (Loss) has not been included in these financial statements.


Revenue recognition


The Company recognizes revenue upon shipment of products to customers except when products are shipped to customers on consignment. In the latter situation, revenue is recognized when the customers report sales of the products to the Company.


For the year ended December 31, 2004, two customers accounted for 17% and 10% of net sales. At December 31, 2004, approximately 31% and 12% of accounts receivable are from these two customers.






F-7







Tech Line Jewelry, Inc.

Notes to Financial Statements


2.

Significant accounting policies (continued)


Cash and cash equivalents


The Company considers all highly liquid debt instruments with original maturity dates of three months or less when purchased to be cash equivalents. At December 31, 2004, there were no cash equivalents. The Company maintains its cash in bank deposits which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.


Inventory


Inventory consists principally of finished products and is stated at the lower of cost (first-in, first-out) or replacement market.


Property and equipment


Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized. Minor replacements, maintenance and repairs are expensed.  Depreciation is provided on the straight-line basis over the estimated useful life (five years) of the related assets.


Income taxes


The Company has elected to be taxed under the provisions of Sub-Chapter S of the Internal Revenue Code. Under those provisions, the Company does not pay federal corporate income taxes on its taxable income and incurs a liability for California income taxes at the rate of 1 1/2 %. The Company’s stockholders are liable for individual federal and California income taxes on the Company’s taxable income.


Recent accounting pronouncements

In November 2004, the FASB issued SFAS No. 151 “Inventory Costs, an amendment of ARB No. 43, Chapter 4. The amendments made by Statement 151 clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and require the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. The guidance is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning after November 23, 2004. The Company has evaluated the impact of the adoption of SFAS 151, and does not believe the impact will be significant to the Company’s overall results of operations or financial position as the Company does not engage in these sorts of transactions.






F-8





Tech Line Jewelry, Inc.

Notes to Financial Statements


2.

 Significant accounting policies (continued)


Recent accounting pronouncements (continued)

In December 2004, the FASB issued SFAS No.152, “Accounting for Real Estate Time-Sharing Transactions, an amendment of FASB Statements No. 66 and 67 (SFAS 152)”. The amendments made by Statement 152 amend FASB Statement No. 66, Accounting for Sales of Real Estate, to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions. This Statement also amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, to state that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. The accounting for those operations and costs is subject to the guidance in SOP 04-2. This Statement is effective for financial statements for fiscal years beginning after June 15, 2005 with earlier application encouraged The Company has evaluated the impact of the adoption of SFAS 152, and does not believe the impact will be significant to the Company’s overall results of operations or financial position.

In December 2004, the FASB issued SFAS No.153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions.” The amendments made by Statement 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. Previously, Opinion 29 required that the accounting for an exchange of a productive asset for a similar productive asset or an equivalent interest in the same or similar productive asset should be based on the recorded amount of the asset relinquished. Opinion 29 provided an exception to its basic measurement principle (fair value) for exchanges of similar productive assets. The Board believes that exception required that some nonmonetary exchanges, although commercially substantive, be recorded on a carryover basis. By focusing the exception on exchanges that lack commercial substance, the Board believes this Statement produces financial reporting that more faithfully represents the economics of the transactions. The Statement is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges occurring in fiscal periods beginning after the date of issuance. The provisions of this Statement shall be applied prospectively. The Company has evaluated the impact of the adoption of SFAS 153, and does not believe the impact will be significant to the Company’s overall results of operations or financial position as the Company does not engage in these sorts of transactions.

In December 2004, the FASB issued SFAS No.123 (revised 2004), “Share-Based Payment”. Statement 123(R) will provide investors and other users of financial statements with more complete and neutral financial information by requiring that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. Statement 123(R) covers a wide range of share-based compensation arrangements including share



F-9





Tech Line Jewelry, Inc.

Notes to Financial Statements


2.

Significant accounting policies (continued)


Recent accounting pronouncements (continued)

options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Statement 123(R) replaces FASB Statement No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. Statement 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share-based payment transactions with employees. However, that Statement permitted entities the option of continuing to apply the guidance in Opinion 25, as long as the footnotes to financial statements disclosed what net income would have been had the preferable fair-value-based method been used. Public entities filing as small business issuers will be required to apply Statement 123(R) as of the first interim or annual reporting period that begins after December 15, 2005. The Company has evaluated the impact of the adoption of SFAS 123(R), and does not believe the impact will be significant to the Company’s overall results of operations or financial position.


In December 2004, the FASB issued two Staff Positions, FSP 109-1 “Accounting for Income Taxes” to the tax deduction on Qualified Production Activities Provided by the American Job Creation Act of 2004.” And FSP FAS 109-2 “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision with the American Jobs Creation Act of 2004.” Neither of these pronouncements had a significant effect as the Company  does not participate in the related activities.


 In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections"      ("SFAS 154") which replaces Accounting Principles Board Opinions No. 20 "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements-An Amendment of APB Opinion No. 28." SFAS 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. It establishes retrospective application, or the latest practicable date, as the required method for reporting a change in accounting principle and the reporting of a correction of an error. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005 and is required to be adopted by the Company in the first quarter of 2006. The Company is currently evaluating the effect that the adoption of SFAS 154 will have on its consolidated results of operations and financial condition but does not expect it to have a material impact.













F-10





Tech Line Jewelry, Inc.

Notes to Financial Statements


3.

Property and equipment


       Property and equipment at December 31, 2004 consists of:


Machinery and equipment

$13,891

Furniture and fixtures

92,318

Leasehold improvements

52,484

 

158,693

Accumulated depreciation

21,194

 

$137,499

       

                             

4.   Line of credit


The line of credit provides for maximum borrowings based on a percentage of eligible receivables and inventory up to a maximum borrowing of $1,500,000. The loan agreement       requires, among other things, that the Company to maintain tangible net worth of not less      than $2,000,000 and to maintain a specified debt to net worth ratio. At December 31, 2004       and March 31, 2005 the Company was in compliance with the requirements.  Borrowings       bear interest at 1% above the bank’s reference rate (6 1/4% at December 31, 2004) are       guaranteed by the Company’s stockholders and are collateralized by substantially all assets of the Company. The agreement expires in July 2006.


5.

Accounts payable


Of the accounts payable, $2,017,960 (December 31, 2004) and $2,063,339 (March 31, 2005) is to one vendor for the purchase of molds for the manufacture of the Company’s products.  The terms provided for payment in three years without interest. Interest has been imputed at the rate of 8% a year. In April 2005, the Company settled the debt at a discount and will recognize a gain of approximately $1,000,000 in the second quarter of 2005.    

      

     6.   Common stock


     The shares were subscribed for in 2003 and the shares were actually issued in January 2005.

     The subscription for the shares ($30,000) has not yet been paid and is included in advances to

     stockholders deducted from stockholders’ equity.

  

      7.   Lease Commitment


The Company leases its office under a lease which provides for minimum annual rent of starting at $123,000 a year and increasing 3% a year through March 2009 (total $654,000).   Rent expense is being accounted for using the straight-line method over the term of the lease. A stockholder has guaranteed payments under the lease.


 Rent expense was approximately $98,000 (2004) and $79,000 (2003).




F-11





Tech Line Jewelry, Inc.

Notes to Financial Statements


8.

Related party transactions


      Amounts due from stockholders and a related party are due on demand without interest.  

      Amount due to stockholder is payable on demand with interest at 8% a year..


9.

Subsequent events


On May 20, 2005, the Company and others completed an Agreement and Plan of     Reorganization. The shareholders of the Company received a dividend from the Company of approximately $1,600,000 (which included a note for approximately $1,400,000), and exchanged all the issued and outstanding common stock for shares of a newly formed company and shortly thereafter exchanged these shares for shares of Nurescell Inc., an inactive public company which changed its name to House of Taylor Jewelry, Inc. (“HOTJ”). As a result of the transaction, the former shareholders of the Company own approximately 30% of the outstanding common stock of HOTJ.


                                                                                                                                                                                                                                                                                    

      
































F-12






House of Taylor Jewelry, Inc. and Global Jewelry Concepts, Inc.

Pro Forma Consolidated Financial Statements


The following unaudited pro forma financial statements present the pro forma financial position and operating results assuming that the reverse merger of Global Jewelry Concepts, Inc. ("Global") and a subsidiary of House of Taylor Jewelry, Inc., an inactive public company ("HOTJ") had taken place as of January 1, 2004.


The pro forma condensed consolidated financial statements may not be indicative of the actual results of the merger.


The accompanying condensed consolidated pro forma financial statements should be read in conjunction with the historical financial statements of Tech Line Jewelry, Inc. - the only active and operating subsidiary of Global ("Tech Line") included at the end of this report and of HOTJ.





































F-13







HOTJ and Global

Pro Forma Condensed Consolidated Balance Sheet (See Note 1)

March 31, 2005

    
     

     Adjustments

 
   

Global

HOTJ

 Number

  Amount

Pro Forma

ASSETS

       

Current assets

      

  Cash and cash equivalents

$1,010,603

$44,289

1

$500,000

$1,083,207

     

1

(44,289)

 
     

2

(302,396)

 
     

3

(125,000)

 

  Accounts receivable-net

1,316,644

 

2

250,000

1,566,644

  Inventory

  

2,567,825

   

2,567,825

  Due from related party

 

56,450

 

2

(56,450)

-

  Prepaid expenses  

 

7,300

 

 

 

7,300

      Total current assets

 

4,958,822

44,289

 

221,865

5,224,976

Property and equipment - net

129,514

   

129,514

Other assets

  

10,265

 

3

250,000

260,265

Total Assets

  

$5,098,601

$44,289

 

$471,865

$5,614,755

        

LIABILITIES AND STOCKHOLDERS' EQUITY

    

Current liabilities

      

  Accounts payable

 

$2,765,478

-

  

$2,765,478

  Deferred rent expense

 

27,000

-

  

27,000

  Accrued liabilities

 

98,998

-

  

98,998

  Note payable - related parties

-

-

2

$227,515

227,515

  Due for purchase of intellectual

   

 

 

     property

  

-

-

3

125,000

125,000

  Note payable and accrued interest -

     

    related party

 

 

$90,895

 

(90,895)

-

       Total current liabilities

2,891,476

90,895

 

261,620

3,243,991

        

Note payable - related parties, less

     

  current portion

   

2

1,137,575

1,137,575

        

Stockholders' equity

      

  Common stock

 

30,000

133

1

(26,458)

3,675

  Less due from stockholders

(151,000)

 

2

151,000

-

  Additional paid-in capital

2,176,000

11,429,405

1

(11,205,080)

2,400,325

  Retained earnings (deficit)

152,125

 

2

(1,322,936)

(1,170,811)

  Treasury stock, at cost

  

(30,000)

1

30,000

-

  Deficit accumulated during the

     

    development stage

  

(11,446,144)

1

(44,289)

-

     

1

11,490,433

 

Total stockholders' equity

2,207,125

(46,606)

 

(927,330)

1,233,189

Total liabilities and stockholders' equity

$5,098,601

$44,289

 

$471,865

$5,614,755







F-14






HOTJ and Global

      

Pro Forma Condensed Consolidated Statement of Operations (See Note 1)

  
 
       

Three months ended March 31, 2005

     
   

 

 

          Adjustments

 
    

Global

Number

Amount

Pro Forma

Net sales

   

$1,058,782

  

$1,058,782

        

Cost of goods sold

  

810,432

  

810,432

Gross profit

   

248,350

  

248,350

        

Expenses:

       

  Selling, shipping and general and administrative

552,525

  

552,525

  Interest

   

44,629

4

27302

71931

    

597,154

 

27302

624456

Net loss

   

($348,804)

 

($27,302)

($376,106)

        

Weighted average number of shares outstanding – basic and diluted

36,753,801

        

Net loss per share – basic and diluted

  

($0.01)

        
    

Year ended December 31, 2004

     
        

Net sales

   

$6,417,421

  

$6,417,421

        

Cost of goods sold

  

4,244,390

  

4,244,390

Gross profit

   

2,173,031

  

2,173,031

        

Expenses:

       

  Selling, shipping and general and administrative

1,543,443

  

1,543,443

  Interest

   

216,247

4

109,207

325,454

    

1,759,690

 

109,207

1,868,897

Income before income taxes

 

413,341

 

(109207)

304,134

        

Provision for income taxes

  

6,000

5

115,000

121,000

Net income

   

$407,341

 

($224,207)

183,134

        

Weighted average number of shares outstanding – basic and diluted

36,753,801

        

Net income per share – basic and diluted

  

$0.00











F-15





HOTJ and Global

Notes to condensed pro forma financial statements


Note 1.  Basis of Presentation


Pro Forma Condensed Consolidated Balance Sheet


The pro forma balance sheet combines the historical balance sheets of HOTJ and Global's subsidiary (Tech Line) at March 31, 2005. The adjustments give effect to the conversion of HOTJ's debt to common stock and the expenditure of its cash for expenses and to its issuance of units for cash in a private placement. The adjustments also give effect to HOTJ's acquisition, for cash and debt, of a license for the use of intellectual property and to the sale by Global of its common stock. Further, the adjustments give effect to Tech Line's distribution of certain assets and issuance of a note to its then stockholders and the issuance by HOTJ of shares in exchange for all the issued and outstanding shares of Global.



Pro Forma Condensed Consolidated Statement of Operations


HOTJ is an inactive company and had no continuing operations during the periods. The historical operations are those of Tech Line.


Note 2.   Pro Forma Adjustments


The pro forma adjustments give effect to the accounting for the transaction as a reverse merger, whereby HOTJ was acquired by Global. As part of the transaction the following occurred:


1.

HOTJ sold 125,000 units which included 250,000 shares of common stock for $500,000, issued approximately 2,200,000 shares in exchange for debt and issued 33,150,000 shares to shareholders of Global and a finder. HOTJ's cash at March 31, 2005 was used to pay expenses to date of merger.


2.

Tech Line (which was an S corporation) distributed cash and related party receivables to its shareholders and issued notes aggregating $1,365,090, interest at 8% a year, payable in 12 quarterly installments starting October 2005 and the Company discharged shareholder obligations to the Company totaling $151,000. The shareholders have agreed that if any receivables at the date of the transaction remain past due after a specified period the note issued to shareholders may be reduced therefore, accordingly, the allowance for receivables has been eliminated.


3.

HOTJ acquired from a related party the rights to certain intellectual property for $250,000, of which $125,000 was paid and the balance payable in monthly installments through December 2005.


4.

Interest on the note payable to shareholders discussed in 2. above.


5.

Provision for federal and state income taxes as if Tech Line was a C corporation. Income tax effective rate differs from the expected statutory amount as follows:


          Expected federal statutory rate

34.0%

          Expected state statutory rate

 

  1.5

          Historical financial statements prior to

 

            incorporation as C corporation

(34.0)

 

   

  1.5%



6.

The weighted number of shares used in computing earnings or loss per share is based on the number of shares outstanding after giving effect to the conversion of HOTJ debt to stock and the issuance of shares in 1. above as if they took place at the beginning of the periods.



F-16