Attached files
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EX-99.2 - EXHIBIT 99.2 - MEDICUS HOMECARE INC. | exhibit99-2.htm |
EX-99.3 - EXHIBIT 99.3 - MEDICUS HOMECARE INC. | exhibit99-3.htm |
EX-99.1 - EXHIBIT 99.1 - MEDICUS HOMECARE INC. | exhibit99-1.htm |
EX-99.4 - EXHIBIT 99.4 - MEDICUS HOMECARE INC. | exhibit99-4.htm |
8-K/A - FORM 8-K/A - MEDICUS HOMECARE INC. | form8ka.htm |
EX-99.5 - EXHIBIT 99.5 - MEDICUS HOMECARE INC. | exhibit99-5.htm |
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)
Overtech | |||||||||||||||
Beatmungspflege | Pro-forma | Corp. | |||||||||||||
Overtech | 24 GmbH* | Adjustments | Pro-forma | ||||||||||||
31-Oct-14 | 30-Sep-14 | ||||||||||||||
ASSETS | |||||||||||||||
Current assets | |||||||||||||||
Cash | $ | - | $ | 14,830 | $ | (100 | ) | (a) | $ | 14,730 | |||||
Other assets | - | 826,215 | - | 826,215 | |||||||||||
Total current assets | - | 841,045 | (100 | ) | 840,945 | ||||||||||
Non-current assets | |||||||||||||||
Land, property rights and buildings | - | 109,539 | - | 109,539 | |||||||||||
Other equipment, furniture and fixtures | - | 130,564 | - | 130,564 | |||||||||||
Intangible assets | - | 4 | - | 4 | |||||||||||
Total non-current assets | - | 240,107 | - | 240,107 | |||||||||||
Total assets | $ | - | $ | 1,081,152 | $ | (100 | ) | $ | 1,081,052 | ||||||
LIABILITIES | |||||||||||||||
Current Liabilities | |||||||||||||||
Accounts payables | $ | 62,767 | $ | 355,532 | $ | - | $ | 418,299 | |||||||
Accrued liabilities | - | 70,085 | - | 70,085 | |||||||||||
Other liabilities | - | 200,435 | - | 200,435 | |||||||||||
Provisions | - | 145,969 | - | 145,969 | |||||||||||
Provisions for taxes | - | 33,618 | - | 33,618 | |||||||||||
62,767 | 805,639 | - | 868,406 | ||||||||||||
Long term financial liabilities | - | 138,908 | - | 138,908 | |||||||||||
Total liabilities | 62,767 | 944,547 | - | 1,007,314 | |||||||||||
STOCKHOLDERS EQUITY | |||||||||||||||
Common shares | 70,560 | 65,666 | (65,666 | ) | (b) | 72,560 | |||||||||
2,000 | (d) | ||||||||||||||
Additional paid-in capital | (39,760 | ) | - | 39,660 | (b) | 1,631,665 | |||||||||
100 | (a) | ||||||||||||||
(26,335 | ) | (c) | |||||||||||||
1,658,000 | (d) | ||||||||||||||
Accumulated deficit | (93,567 | ) | 61,479 | (1,607,859 | ) | (c) | (1,639,947 | ) | |||||||
Accumulated Other Comprehensive Income | - | 9,460 | - | 9,460 | |||||||||||
Total Stockholders Deficit | (62,767 | ) | 136,605 | (100 | ) | 73,738 | |||||||||
Total liabilities and stockholders equity | $ | - | $ | 1,081,152 | $ | (100 | ) | $ | 1,081,052 |
* Assets and liabilities are translated to the US dollar from the Euro using the spot rate at September 30, 2014 and equity transactions are translated at the rate in effect on the transaction date with any gains or losses from the translation recognized in accumulated other comprehensive income.
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)
Premium-Pflegedienst | Beatmungspflege | Pro-forma | Pro-forma | |||||||||||||||
Overtech | Das Pflegeland | Pflegeland | 24 GmbH | adjustments | Operations | |||||||||||||
(12 months ended July | (6 months ended June | (9 months ended September 30, | ||||||||||||||||
31, 2014 | (1) | 30, 2014 | ) | (6 months ended June 30, 2014 | ) | 2014 | ) | |||||||||||
Revenue | ||||||||||||||||||
Revenue | $ | - | $ | 2,171,867 | $ | 924,523 | $ | 1,018,257 | - | $ | 4,114,647 | |||||||
Other operating income | - | 32,178 | 7,916 | 4,439 | - | 44,533 | ||||||||||||
Total revenue | - | 2,204,045 | 932,439 | 1,022,696 | - | 4,159,180 | ||||||||||||
Personnel expenses | - | (1,229,388 | ) | (387,425 | ) | (118 | ) | - | (1,616,931 | ) | ||||||||
Gross margin | - | 974,657 | 545,014 | 1,022,578 | - | 2,542,249 | ||||||||||||
Expenses | ||||||||||||||||||
Cost of purchased services | - | 336,063 | 81,497 | 721,842 | - | 1,139,402 | ||||||||||||
Advertising and promotion | 341 | - | - | - | - | 341 | ||||||||||||
Consulting fees | 4,972 | - | - | - | - | 4,972 | ||||||||||||
Amortization | - | 9,616 | 3,901 | 17,630 | 31,147 | |||||||||||||
General and administrative expenses | 6,976 | - | - | - | - | 6,976 | ||||||||||||
Other operating expenses | - | 233,524 | 58,650 | 192,498 | 484,672 | |||||||||||||
Professional fees | 28,955 | - | - | - | - | 28,955 | ||||||||||||
Registration and filing fees | 20,824 | - | - | - | - | 20,824 | ||||||||||||
Income taxes | - | - | - | (29,138 | ) | - | (29,138 | ) | ||||||||||
Interest and similar income | - | 125 | 5 | 9 | - | 139 | ||||||||||||
Interest expenses | - | (16,497 | ) | (374 | ) | (1 | ) | - | (16,872 | ) | ||||||||
Forgiveness of debt | (10,100 | ) | - | - | - | - | (10,100 | ) | ||||||||||
Net (loss) income | $ | (72,168 | ) | $ | 379,082 | $ | 400,597 | $ | 61,478 | $ | 768,989 |
See accompanying notes to the pro-forma financial statements
Overtech Corp.
Pro-forma statement of
operations - Year ended December 31, 2013
(Expressed in US dollars)
(unaudited prepared by management)
Premium-Pflegedienst | Pro-forma | Pro-forma | ||||||||||
Das Pflegeland | Pflegeland | adjustments | Operations | |||||||||
(Year ended | (Year ended | |||||||||||
December 31, 2013 | ) | December 31, 2013 | ) | |||||||||
Revenue | ||||||||||||
Revenue | $ | 2,791,296 | $ | 1,482,751 | $ | - | $ | 4,114,647 | ||||
Other operating income | 44,252 | 30,374 | - | 44,533 | ||||||||
Total revenue | 2,835,548 | 1,513,125 | - | 4,159,180 | ||||||||
Personnel expenses | (1,427,319 | ) | (621,371 | ) | - | (1,616,931 | ) | |||||
Gross margin | 1,408,229 | 891,754 | - | 2,542,249 | ||||||||
Expenses | ||||||||||||
Cost of purchased services | 279,617 | 37,120 | - | 1,139,402 | ||||||||
Amortization | 14,723 | 5,979 | - | 31,147 | ||||||||
Other operating expenses | 303,442 | 106,659 | - | 484,672 | ||||||||
Earnings before other items | (597,782 | ) | (149,758 | ) | - | (1,655,221 | ) | |||||
Interest and similar income | 342 | 11 | - | 353 | ||||||||
Interest expenses | (43,402 | ) | (2,287 | ) | - | (45,689 | ) | |||||
Net income | $ | 767,387 | $ | 739,720 | $ | - | $ | 779,624 |
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). There was de minimis operating activity in Beatmungspflege 24 prior to its reorganization with the proprietorships on July 1, 2014.
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 balance sheet has been prepared as if the Merger took place on September 30, 2014, the pro forma statement of operations has been prepared as if the Merger took place on January 1, 2014 and the adjustments disclosed in Note 3 had occurred on September 30, 2014. 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 Overtechs and Beatmungspfleges 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 assets acquired which is charged to additional paid-in capital (APIC).
The fair value of assets acquired and liabilities assumed are as follows:
$ | |||
Cash | 14,830 | ||
Other current assets | 826,215 | ||
Land, property rights and buildings | 109,539 | ||
Equipment, furniture and fixtures | 130,546 | ||
Intangible asset | 4 | ||
Accounts payable and accrued liabilities | (425,617 | ) | |
Other current liabilities | (200,434 | ) | |
Provisions | (149,969 | ) | |
Provisions for taxes | (33,618 | ) | |
Long term financial liabilities | (138,908 | ) | |
132,588 |
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. |
|
(d) |
To record 2,000,000 shares of Overtechs common stock issued as finders fees on the acquisition of Beatmungspflege. |