Overtech Corp.

Pro-forma Financial Statements

 (unaudited – prepared by management)

(stated in US Dollars)

Overtech Corp.

Pro-forma Balance Sheet

(Expressed in US dollars)

(unaudited – prepared by management)

See accompanying notes to the pro-forma financial statements

Overtech Corp.

Pro-forma statement of operations  - Nine months ended September 30, 2014

(Expressed in US dollars)

(unaudited – prepared by management)

See accompanying notes to the pro-forma financial statements

Overtech Corp.

Notes to the pro-forma financial statements

(Expressed in US dollars)

(unaudited – prepared by management)

1. Basis of Presentation

On July 1, 2014, the sole proprietorships Das Pflegeland and Premium-Pflegedienst Pflegeland were combined into Beatmungspflege 24 GmbH (“Beatmungspflege”).

On November 12, 2014, Overtech Corp.’s (“Overtech”) wholly-owned subsidiary, Medicus Homecare Inc. (“Merger Sub”), Dr. Orhan Karahodza (“Vendor”) and Beatmungspflege executed an agreement and deed of transfer (the “Acquisition Agreement”), pursuant to which the Merger Sub paid $100 for all of the outstanding common shares of Beatmungspflege to the shareholders of Beatmungspflege. Subsequent to the closing of the Acquisition Agreement, the Merger Sub will merge with Overtech and Beatmungspflege will become a wholly owned subsidiary of Overtech (the “Merger”). Concurrent to the acquisition of Beatmungspflege, a major shareholder of Overtech transferred 40,800,000 shares to the Vendor. Upon completion of the Merger, the officers and directors of Beatmungspflege will become the officers and directors of Overtech and Overtech will adopt the business plan of Beatmungspflege. Beatmungspflege is the accounting acquirer (legal acquiree) and Overtech is the accounting acquiree (legal acquirer).  

The former shareholder and management of Beatmungspflege will own approximately 58% of the total issued and outstanding common shares of Overtech, resulting in a reverse takeover/recapitalization under US Generally Accepted Accounting Principles (“US GAAP”).

This pro-forma balance sheet has been derived from combining the audited balance sheet of Overtech as at July 31, 2014 and unaudited Beatmungspflege balance sheet as at September 30, 2014, and gives effect to the proposed Merger and other relevant information.

The pro-forma statement of operations for the nine month period ended September 30, 2014 has been derived from combining the audited statements of operations of Overtech for the year ended July 31, 2014, the unaudited statement of operations of Das Pflegeland for the six month period ended June 30, 2014, the unaudited statement of operations of Premium-Pflegedienst Pflegeland for the six month period ended June 30, 2014, and the unaudited statement of operations for Beatmungspflege for the nine month period ended September 30, 2014, and gives effect to the proposed Merger and other relevant information. In the opinion of management, the pro-forma statement of operations for the nine months ended September 30, 2014 includes all the adjustments necessary for fair presentation, inclusive of the effect of the assumptions stated in Note 3.

Overtech Corp.

Notes to the pro-forma financial statements

(Expressed in US dollars)

(unaudited – prepared by management)

The pro-forma financial statements have been prepared as if the Merger had occurred on September 30, 2014 and the adjustments disclosed in Note 3 had occurred on the same dateF. In the opinion of management, the pro-forma balance sheet includes all the adjustments necessary for fair presentation, inclusive of the effect of the assumptions stated in Note 3.

The pro-forma financial statements are not necessarily reflective of the financial position and results of operations that would have resulted if the events noted herein had occurred on the specified dates, but rather reflect the pro-forma presentation of specific transactions currently proposed. Further, the pro-forma financial statements are not necessarily indicative of the financial position and results of operations that may exist in the future. The pro-forma statements should be read in conjunction with Overtech’s and Beatmungspflege’s audited and unaudited consolidated financial statements.

2.  Plan of merger with Beatmungspflege

The purchase price allocation of the acquisition is based on the fair value of the net liabilities acquired which is charged to additional paid-in capital (“APIC”).

The fair value of assets acquired and liabilities assumed are as follows:

3.  Pro-forma Adjustments

The pro-forma statements give effect to the following transactions as if they had occurred at September 30, 2014:

(a)

To record the $100 paid to shareholders of Beatmungspflege.

(b)

To eliminate the share capital of Beatmungspflege.

(c)   To eliminate the accumulated deficit of Overtech and to record the re-capitalization upon the acquisition of Beatmungspflege.