EX-99.1 2 v087520_ex99-1.htm
 
Independent Auditors’ Report
 
To The Board of Directors and Shareholders of
Ricciardi Technologies, Inc.
 
We have audited the accompanying balance sheets of Ricciardi Technologies, Inc. Inc. as of March 31, 2006 and 2005 and the related statements of operations, stockholders’ equity, and comprehensive Income, 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 in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Ricciardi Technologies, Inc. as of March 31, 2006 and 2005, and results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.
 
/s/ Peter C. Cosmas Co., CPAs      

Peter C. Cosmas Co., CPAs
   
       
370 Lexington Ave.      
New York, NY 10017      
September 19, 2006      


 
Ricciardi Technologies, Inc.
BALANCE SHEETS
March 31,
ASSETS

   
2006
 
2005
 
           
Current assets
             
Cash
 
$
1,519,295
 
$
923,865
 
Marketable securities
   
19,412
   
77,208
 
Accounts receivable
   
1,286,795
   
971,408
 
Unbilled revenue
   
79,515
   
64,695
 
Inventory
   
53,867
   
14,599
 
               
Total current assets
   
2,958,884
   
2,051,775
 
               
Property and equipment, net
   
-0-
   
-0-
 
Security deposits
   
5,500
   
5,500
 
Other receivables
   
119,725
   
-0-
 
Total assets
 
$
3,084,109
 
$
2,057,275
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
             
Accounts payable and accrued expenses
 
$
169,404
 
$
141,206
 
Deferred taxes payable
   
406,164
   
247,819
 
Line of Credit
   
100,000
   
-0-
 
Notes payable shareholder
   
50,000
   
-0-
 
               
Total current liabilities
   
725,568
   
389,025
 
               
Stockholders’ equity
             
Common stock- .00 par value 100,000
             
shares authorized, 17,500 issued and outstanding
   
1,133,991
   
694,290
 
Retained Earnings
   
1,223,313
   
966,912
 
Accumulated Other Comprehensive Income
   
1,237
   
7,048
 
               
Total stockholders’ equity
   
2,358,541
   
1,668,250
 
Total liabilities and stockholders’ equity
 
$
3,084,109
 
$
2,057,275
 
 
See accompanying notes to financial statements


 
RICCIARDI TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 31,
 
   
2006
 
2005
 
               
Consulting services
 
$
4,606,185
 
$
3,668,144
 
               
Costs and expenses
             
Direct Labor
   
1,709,736
   
1,147,344
 
Other direct costs
   
426,219
   
503,567
 
General and administrative
   
2,102,638
   
1,435,878
 
               
Total costs and expenses
   
4,238,593
   
3,086,789
 
               
Operating income
   
367,592
   
581,355
 
               
Other Income (expenses)
             
Realized Gains & Losses on stocks
   
20,185
   
(36,849
)
Interest and Dividend income
   
27,027
   
12,420
 
Interest expense
   
(55
)
 
-0-
 
               
Total other Income (expenses)
   
47,157
   
(24,429
)
               
Income before income taxes
   
414,749
   
556,926
 
               
Deferred Income taxes
   
158,348
   
211,409
 
Net income
 
$
256,401
 
$
345,517
 
               
Basic earnings per common share
             
Net income
 
$
14.65
 
$
19.74
 
 
             
Diluted earnings per common share
             
Net Income
 
$
11.28
 
$
15.34
 
               
Weighted average shares outstanding basic
   
17,500
   
17,500
 
Weighted average shares outstanding diluted
   
22,730
   
22,530
 

See accompanying notes to financial statements


 
RICCIARDI TECHNOLOGIES, INC.
STATEMENT OF CASH FLOWS

YEARS ENDED MARCH 31,
   
2006
 
2005
 
               
Cash flows provided by(used in ) operating activities::
             
               
Net Income
 
$
256,401
 
$
345,517
 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
             
Depreciation and amortization
   
-0-
   
4,545
 
ESOP Contribution
   
433,301
   
19,921
 
Stock Based compenstion
   
6,400
   
-0-
 
Deferred Taxes
   
158,348
   
211,409
 
(Increase) decrease in:
             
Accounts receivable
   
(330,207
)
 
(716,817
)
Inventory
   
(39,268
)
 
16,118
 
Other Assets
   
(119,725
)
 
14,187
 
Increase (decrease) in:
             
Accounts payable and accrued expenses
   
28,198
   
(78,835
)
Total Adjustments
   
137,047
   
529,472
)
Net cash provided by( used in) operating activities
   
393,448
   
(183,955
)
Cash flows provided by (used in) investing activities:
             
Purchases of property and equipment,
             
Decrease in securities
   
51,982
   
46,749
 
Net cash provided by (used in) investing activities
   
51,982
   
46,749
 
               
Cash flows from financing activities:
             
 
             
Line of Credit
   
100,000
   
-0-
 
Loan Payable stockholders
   
50,000
   
 -0-
 
Net cash provided by financing activities
   
150,000
   
-0-
 
               
Net increase in cash
   
595,430
   
(137,206
)
               
Cash at the beginning of the year
   
923,865
   
1,061,071
 
Cash at the end of the year
 
$
1,519,295
 
$
923,865
 
               
Supplemental information:
             
Interest
 
$
55
 
$
-0-
 
Taxes
   
-0-
   
-0-
 
See accompanying notes to financial statements


 
RICCIARDI TECHNOLOGIES, INC.
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2006 and 2005
 
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Ricciardi Technologies, Inc. (the Company) is A Virginia corporation founded in March 1992. The Company specializes in providing commercial organizations and government agencies with computer software consulting services.

Use of estimates

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. These estimates form the basis for judgments made about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and judgments are based on historical experience and on various other assumptions that the Company believes are reasonable under the circumstances. However, future events are subject to change and the best estimates and judgments routinely require adjustment. US GAAP requires estimates and judgments in several areas, including those related to impairment of goodwill and equity investments, revenue recognition, recoverability of inventory and receivables, the useful lives of long lived assets such as property and equipment, the future realization of deferred income tax benefits and the recording of various accruals. The ultimate outcome and actual results could differ from the estimates and assumptions used.

Revenue recognition  

A substantial portion of the Company’s consulting revenue results from contracts with agencies of the federal government. Revenue on the time-and-material contracts is recognized based upon time (at established rates) and other direct costs incurred.
Cash and Cash Equivalents:

The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
Property and equipment

Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is computed using the straight line method over estimated useful lives of three to seven years. Amortization of leasehold improvements is computed using the straight-lined method over the shorter of the estimated useful life of the asset or term of the related lease.
Income taxes
 

 
The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards (SFAS) No. 109 “Accounting for Income Taxes”, (SFAS No. 109) which establishes financial accounting and reporting standards for the effect of income taxes. The objective of accounting for income taxes is to recognize the amount of taxes payable or refundable for the current year and the deferred tax liabilities and assets for the future tax consequence of events that have been recognized in the entity’s financial statements. The Company files its income taxes on the cash basis.

Fair Value Disclosures

The carrying amounts reported in the Balance Sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate fair value because of the immediate or short-term maturity of these financial instruments.
Investments

The Company classifies its investments at the time of purchase as either held-to-maturity or available-for-sale. Held-to-maturity securities are those investments that the Company has the ability and intent to hold until maturity. Held-to-maturity securities are recorded at cost, adjusted for the amortization of premiums and discounts which approximates market value. Available-for-sale securities are recorded at fair value. Unrealized gains and losses net of the related tax effect on available-for-sale securities are reported in accumulated other comprehensive income, a component of stockholder’ equity, until realized. The estimated fair market values of investments are based on quoted market prices as of the end of the reporting period.

Note 2 - CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to significant concentrations of credit risks consist primarily of accounts receivable. To date, these financial instruments have been derived primarily from contracts with agencies of the federal government. Accounts receivable are generally due within 30 days and no collateral is required. The Company evaluates its accounts receivable on a customer-by-customer basis and has determined that no allowance for doubtful accounts is necessary at March 31, 2006 and 2005.
NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at March 31,:

   
2006
 
2005
 
               
Computer equipment
 
$
7,962
 
$
7,962
 
Furniture and fixtures
   
8,479
   
8,479
 
Total Assets
   
16,441
   
16,441
 
Less: Accumulated Depreciation and
amortization
   
(16,441
)
 
(16,441
)
   
$
-0-
 
$
-0-
 
 
Total depreciation and amortization expense on property and equipment totaled $-0- and $4,545 for the year ended March 31, 2006 and 2005, respectively.



NOTE 4- RETIREMENT PLAN 

The Company maintains and Employee Stock Option Program (ESOP) The ESOP has 2,770 shares of the Company’s common stock. There is a 7 year vesting schedule. The Company is required to contribute a minimum of 1% and a maximum of 25% of salary each year. Contributions in March 31, 2006 and 2005 were $433,301 and $19,921, respectively. ESOP expenses is included in general and administrative expenses.
 
The Company maintains a SARSEP Pension plan which allows employees to elect to defer a part of their salaries into the plan. The Company does not contribute to this plan.

NOTE 5- LINE OF CREDIT  

The Company has a bank line of credit of up to $250,000 bearing interest at the banks Prime rate. The balance at March 31, 2006 and 2005 was $100,000 and -0- respectively,
The Company Interest expense paid, totaled $55 and $-0- for the years ended March 31, 2006 and 2005, respectively.
 
NOTE 6- RELATED PARTY TRANSACTIONS

During the years ended March 31, 2006 and 2005 the Company paid consulting services amounting to $163,750 and $74,500 respectively, to Domenix Corporation a company wholly owned by Michale Ricciardi.

NOTE 7 - NON-QUALIFIED STOCK OPTION PLAN 

In 2000, the Company established the Ricciardi Technologies, Inc. 2000 Non-qualified Stock Option Plan. The plan is to encourage stock ownership by key employees of the Company. The maximum number of Non-qualified stock options available was 2,500. At March 31, 2004 2,300 options were issued. For the year ended March 31, 2006 the Company issued 200 options at a price of $65 for 100 shares and $1.00 for 100 shares, $6,400 of stock based compensation was recorded. No options were available at March 31, 2006.

NOTE 8- COMMITMENTS

The Company leases office space under the terms of non-cancelable operating leases, which expire at various dates through February 2008. The following is a schedule of the future minimum lease payments required under non-cancelable operating leases, which have initial or remaining terms in excess of one year as of March 31, 2006:
 
2007
 
$
78,500
 
2008
   
2,750
 
Total
 
$
81,250
 
 

 
NOTE 9 - INCOME TAXES

The provision for income taxes consists of the following:
 
   
2006
 
2005
 
               
Current income tax expense
             
Federal
  $
133,320
 
$
177,994
 
State
   
25,029
   
33.416
 
Total current income tax expense
 
$
158,348
 
$
211,409
 
 
Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and (liabilities) include the following:

   
2006
 
2005
 
               
Accounts receivable, Inventory, accounts
Payable and accrued expenses
   
($406,164
)
 
($247,819
)
 
NOTE 10 - INVESTMENTS
 
We determine fair value based on quoted market values. A summary of the unrealized gains and losses of our available-for sale securities in other comprehensive income at March 31, follows:
 
   
 
 
Gross Unrealized
 
Est.
 
 
 
Cost
 
Gains
 
Fair Value
 
               
March 31, 2005 Marketable Equity securities
 
$
70,160
 
$
7,048
 
$
77,208
 
March 31, 2006 Marketable Equity securities
 
$
18,175
 
$
1,237
 
$
19,412
 
 
NOTE 11 - MAJOR CUSTOMERS

Currently two government agency’s account for more than 53% of total sales in 2005 and four government agency’s accounted for more than 63% of total sales in 2005.
 
NOTE 12- SUBSEQUENT EVENTS
 

 
On September 19, 2006, The shareholders sold (100%) of the issued and outstanding common stock of the Company to Science Dynamics Corp. As consideration for such shares of RTI, Science Dynamics Corp. the purchaser issued an aggregate of 50,000,000 shares of its common stock, 1,000,000 shares of Series B Convertible Preferred stock, $3,500,00 in cash and a note in the amount of $500,000. In addition the purchaser delivered 2,000,000 employee stock options to various RTI employees. RTI will continue to operate as an independent subsidiary of Science Dynamics Corp. As of September 20, 2006 the Company’s results will be consolidated with Science Dynamics Corp.

Before the closing the management distributed $2,628,064 of its cash. $1,266,934 was used to buy back shares issued under the ESOP Plan, and $1,361,130 was paid as a corporate dividend. The Company’s net book value, at the close of business on September 19, 2006, after these transactions was $64,279.