-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RUQIdlpoghTLIMtRvZIGB9gVZFjle9EjeShTWvLd4c05a25m3Xg/cK80zkiCUN1Y LjjKIIznHBNzbK8tklG5HQ== 0001019056-02-000843.txt : 20021127 0001019056-02-000843.hdr.sgml : 20021127 20021127152226 ACCESSION NUMBER: 0001019056-02-000843 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020820 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRUDY CORP CENTRAL INDEX KEY: 0000815098 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 061007765 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-16056 FILM NUMBER: 02843551 BUSINESS ADDRESS: STREET 1: 353 MAIN AVE STREET 2: PO BOX 679 CITY: NORWALK STATE: CT ZIP: 06851 BUSINESS PHONE: 2038462274 MAIL ADDRESS: STREET 1: 353 MAIN AVE STREET 2: PO BOX 679 CITY: NORWALK STATE: CT ZIP: 06851 8-K/A 1 trudy8ka.txt FORM 8-K/A 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: August 20, 2002 TRUDY CORPORATION 353 Main Avenue Norwalk, Connecticut 06851 Commission File No. 0-16056 Incorporated in the State of Delaware Federal Identification No. 06-1007765 Telephone: (203) 846-2274 Item 7. Financial Statements and Exhibits. --------------------------------- (a) Financial Statements of Businesses Acquired. (b) Pro Forma Financial Information. The Registrant previously filed on August 30, 2002 its Current Report on Form 8-K, disclosing that on August 20, 2002, it executed a Memorandum of Understanding (the "MOU") with certain other persons therein identified, providing for the restructuring of the ownership of Studio Mouse, LLC ("Studio Mouse"). Under the terms of the MOU, the Registrant has increased its ownership of Studio Mouse from 45% to 95%. The Registrant now files this Amendment to the previously filed Current Report in order to provide the financial statement and pro forma financial statements required by Item 7 of Form 8-K. (c) Exhibits. 1. Studio Mouse LLC Statements of Operations, Statement of Shareholders' (Deficit) Equity and Statement of Cash Flows, together with Notes to Financial Statements 2. Trudy Corporation and Subsidiary Unaudited Proforma Consolidating Balance Sheet and Unaudited Proforma Consolidating Statement of Operations 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. TRUDY CORPORATION Date: November 27, 2002 BY /s/ WILLIAM W. BURNHAM -------------------------------------- William W, Burnham, Chairman and Chief Executive Officer 2 EX-99.1 3 ex99_1.txt EXHIBIT 99.1 Independent Auditors' Report To the Shareholders Studio Mouse, LLC Norwalk, Connecticut We have audited the accompanying balance sheet of Studio Mouse, LLC as of December 31, 2001, and the related statements of operations, shareholders' deficit, and cash flows from inception (June 1, 2001) to December 31, 2001. 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 auditing standards generally accepted 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. 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 Studio Mouse, LLC at December 31, 2001, and the results of its operations and its cash flows from inception (June 1, 2001) to December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. /s/ Abrams and Company, P.C. Melville, NY June 24, 2002 3
Studio Mouse, LLC Balance Sheets December 31, June 30, 2001 2002 (Audited) (Unaudited) ------------ ------------ ASSETS Current assets: Cash and cash equivalents $ 3,561 $ 144,213 Accounts receivable 32,660 312,687 Inventories 498 498 Prepaid expenses and other current assets 18,038 16,258 ------------ ------------ Total current assets 54,757 473,656 Equipment, net 11,082 14,172 Organization costs, net 4,879 4,337 Pre-publication costs, net 28,558 37,305 ------------ ------------ Total assets $ 99,276 $ 529,470 ============ ============ LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY Current liabilities: Accounts payable and accrued expenses $ 38,165 $ 195,906 Royalties payable 792 65,400 Due to Trudy Corporation 29,076 35,678 Due to The Chart Studio (Pty) Ltd. 41,685 85,074 ------------ ------------ Total current liabilities 109,718 382,058 Shareholders' (deficit) equity: Common stock: No par value: Authorized shares - 100,000,000 Issued and outstanding shares - 500,000 50,000 50,000 Accumulated deficit (60,442) 97,412 ------------ ------------ Total shareholders' (deficit) equity (10,442) 147,412 ------------ ------------ Total liabilities and shareholders' (deficit) equity $ 99,276 $ 529,470 ============ ============ See accompanying summary of accounting policies and notes to financial statements.
4 Studio Mouse, LLC Statements of Operations For the From inception six months (June 1, 2001) to ended December 31, June 30, 2001 2002 (Audited) (Unaudited) ----------- ----------- Net sales $ 32,660 $ 794,141 Cost of sales 33,661 484,015 ----------- ----------- Gross (loss) profit (1,001) 310,126 Operating expenses: Selling, general and administrative 56,683 148,880 Depreciation and amortization 2,758 3,392 ----------- ----------- (Loss) Income from operations (60,442) 157,854 ----------- ----------- Net (loss) income $ (60,442) $ 157,854 =========== =========== Basic net (loss) income per share $ (0.12) $ 0.32 =========== =========== Weighted average number of shares outstanding 500,000 500,000 =========== =========== See accompanying summary of accounting policies and notes to financial statements. 5 Studio Mouse, LLC Statement of Shareholders' (Deficit) Equity
Retained Total Common Stock (Deficit) Shareholders' Shares Amount Earnings (Deficit) Equity --------- --------- --------- ---------------- Balance at June 1, 2001 500,000 $ 50,000 $ -- $ 50,000 Net loss (audited) (60,442) (60,442) --------- --------- --------- --------- Balance at December 31, 2001 500,000 50,000 (60,442) (10,442) Net income (unaudited) 157,854 157,854 --------- --------- --------- --------- Balance at June 30, 2002 500,000 $ 50,000 $ 97,412 $ 147,412 ========= ========= ========= =========
See accompanying summary of accounting policies and notes to financial statements. 6 Studio Mouse, LLC Statements of Cash Flows
For the From inception six months (June 1, 2001) to ended December 31, June 30, 2001 2002 (Audited) (Unaudited) ---------- ---------- Operating activities Net (loss) income $ (60,442) $ 157,854 Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 2,216 2,851 Amortization of organization costs 542 542 Amortization of pre-publication costs 551 7,766 Changes in operating assets and liabilities: Accounts receivable (32,660) (280,027) Inventories (498) -- Prepaid expenses and other current assets (18,038) 1,780 Accounts payable and accrued expenses 38,165 157,741 Royalties payable 792 64,608 Advances from Trudy Corporation 29,076 6,602 Advances from The Chart Studio (Pty) Ltd. 41,685 43,389 ---------- ---------- Net cash provided by operating activities 1,389 163,106 Investing activities: Purchases of property and equipment (13,298) (5,941) Pre-publication and royalty advances (29,109) (16,513) Organization costs (5,421) -- ---------- ---------- Net cash used by investing activities (47,828) (22,454) Financing activities: Capital contributions from joint venture shareholders 50,000 -- ---------- ---------- Net cash used by financing activities 50,000 -- ---------- ---------- Net decrease in cash and cash equivalents 3,561 140,652 Cash and cash equivalents at beginning of period -- 3,561 ---------- ---------- Cash and cash equivalents at end of period $ 3,561 $ 144,213 ========== ==========
See accompanying summary of accounting policies and notes to financial statements. 7 STUDIO MOUSE, LLC NOTES TO FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies Description of Business Studio Mouse, LLC (the "Company"), registered in the state of Connecticut as a limited liability company, is a joint venture between Trudy Corporation (Trudy), a Connecticut company and The Chart Studio (Pty) Ltd., a privately held South African company. The Company was formed with the goal of maximizing the combined intellectual assets of each company, including Trudy's license with the Smithsonian Institution, by creating new product formats utilizing a fresh approach to creating multimedia "books plus" products. The operating agreement provides, among other matters, that each of the joint venture shareholders owns 45% of the Company with the remaining 10% owned by related parties of each shareholder, and further, that the agreement be approved by the Reserve Bank of South Africa. Studio Mouse has developed a customer base including both North American and international accounts in the trade, mass market, door-to-door, and educational distributor sales channels, to which Studio Mouse ships products directly from the factory. This model alleviates the majority of the need for the financing and storage of inventory. Basis of Presentation Costs associated with the development and design of the Company's product, which have been incurred by the joint venture shareholders on behalf of Studio Mouse, have been allocated to the Company. However, each joint venture shareholder has chosen to absorb general and administrative costs relating to the operation of Studio Mouse. The financial statements presented for June 30, 2002 are unaudited. Estimates The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates and judgments that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. 8 STUDIO MOUSE, LLC NOTES TO FINANCIAL STATEMENTS Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Accounts Receivable The Company transacts business on a credit basis with its customers. The Company routinely assesses the financial strength of its customers and, as a consequence, believes that its trade accounts receivable credit risk exposure is limited. The Company does not require collateral or other security to support credit sales. Inventories Inventories, which consist principally of finished goods, are stated at the lower of cost or market. Cost is determined using the first-in, first-out method. Equipment Equipment is stated at cost. Depreciation is computed principally by the straight-line method over the estimated useful lives of the assets, which range from three to seven years for machinery and equipment, and furniture and fixtures. Fair Value of Financial Instruments The Company has the following financial instruments: cash and cash equivalents, accounts receivable, inventory, accounts payable and accrued expenses, and loans payable to the joint venture shareholders. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses approximates their fair value based on the liquidity of these financial instruments or based on their short-term nature. Pre-Publication Costs Pre-publication costs are capitalized and amortized over a three-year period using the straight-line method. Long-Lived Assets In accordance with Financial Accounting Standards Board Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be 9 STUDIO MOUSE, LLC NOTES TO FINANCIAL STATEMENTS recoverable. Management performs ongoing business reviews and evaluates impairment indicators based on qualitative and quantitative factors. If it is determined that the carrying amount of an asset cannot be fully recovered, an impairment loss is recognized. Management believes that no impairment loss has occurred. Revenue Revenues are recorded in accordance with SEC Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements." Revenue from product sales are recognized in the period when persuasive evidence of an arrangement with the customer exists, the products are shipped and title has transferred to the customer, all significant obligations have been delivered, and collection is considered probable. Income Taxes In lieu of corporation income taxes, the shareholders of a limited liability company are taxed on their proportionate share of the Company's taxable income. Therefore, no provision or liability for federal income taxes has been included in the Company's financial statements. Income/Loss Per Share Computation Income/Loss per share is computed in accordance with Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share," (Statement 128). There are no dilutive shares. Basic earnings per share is computed by dividing the weighted average number of common shares outstanding into net (loss) income. Comprehensive Income (Loss) The Company adopted SFAS No. 130, "Reporting Comprehensive Income" (Statement 130). Statement 130 establishes new rules for the reporting and display of comprehensive income (loss) and its components. Comprehensive income (loss) for the Company is the same as net income (loss) for all periods presented. 10 STUDIO MOUSE, LLC NOTES TO FINANCIAL STATEMENTS Segments of an Enterprise and Related Information The Company adopted the FASB's SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" (Statement 131). Statement 131 established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. Statement 131 also establishes standards for related disclosures about products and services, geographic areas, and major customers. The Company has determined it has no reportable segments under Statement 131. New Accounting Standards The Financial Accounting Standards Board (FASB) issued several pronouncements and interpretations and the Securities and Exchange Commission (SEC) issued several Staff Accounting Bulletins (SAB). Certain of these pronouncements may have future applicability, Statement of Financial Accounting Standards (SFAS) No. 132 "Employers Disclosures about Pensions and Other Post Retirement Benefits," effective June 15, 2000, and No. 137 "Accounting for Derivative Instruments and Hedging Activities," effective June 15, 2000 would not have impacted the financial statements as the Company has not participated in derivative transactions nor does the Company have a defined benefit plan. In December 1999, the SEC issued SAB No. 101 "Revenue Recognition in Financial Statements." SAB 101 summarizes certain areas of the SEC's views in applying generally accepted accounting principles to revenue recognition in financial statements. The Company believes that its current revenue recognition policies comply with SAB 101. In August 1999, the SEC issued SAB No. 99 "Materiality". SAB 99 provides that the exclusive reliance on certain quantitative benchmarks to assess materiality in preparing financial statements is inappropriate; misstatements are not immaterial simply because they fall beneath a numerical threshold. Management believes the Company is in compliance with SAB 99. In June 2001, the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations." SFAS 141 applies prospectively to all business combinations initiated after June 30, 2001 and to all business combinations accounted for using the purchase method for which the date of acquisition is July 1, 2001, or later. This statement requires all business combinations to be accounted for using one method, the purchase method. The adoption of SFAS No. 141 is not expected to have a significant impact on the Company's future financial statements. 11 STUDIO MOUSE, LLC NOTES TO FINANCIAL STATEMENTS Advertising Advertising costs are expensed as incurred, except for catalogs and brochures which are all amortized over the period benefited not to exceed the publication date of the new brochure or twelve months, whichever is less. There was no advertising expense for the period from inception (June 1, 2001) through December 31, 2001 and for the six months ended June 30, 2002. 2. Inventories Inventories consist of the following: December 31, 2001 and June 30, 2002 ----------------- Finished goods $ 498 ======== 3. Equipment Equipment consists of the following: December 31, 2001 June 30, 2002 ----------------- ------------- Furniture and fixtures $ 13,298 $ 16,671 Computer equipment -- 2,568 --------- --------- 13,298 19,239 Accumulated depreciation (2,216) (5,067) --------- --------- $ 11,082 $ 14,172 ========= ========= 4. Loans Payable to Joint Venture Shareholders Although each joint venture shareholder has chosen to absorb general and administrative costs relating to the joint venture, both Trudy and The Chart Studio are required to loan funds to the Company for working capital needs and other proper purposes, as per the operating agreement. The amount of each shareholder's loan must be for a minimum of $25,000, bearing interest at a rate of 5% per annum. In addition to these loans, the sums due the joint venture shareholders include payroll costs for services rendered to the Company by employees of both Trudy and The Chart Studio. At December 31, 2001, the Company owed Trudy $29,076 and The Chart Studio $41,685. At June 30, 2002, the Company owed Trudy $35,678 and The Chart Studio $85,074. 12 STUDIO MOUSE, LLC NOTES TO FINANCIAL STATEMENTS 5. Concentrations and Credit Risk (a) Sales The Company's two largest accounts from inception (June 1, 2001) to December 31, 2001 represented 70% of total sales and 30% of total sales. For the six months ended June 30, 2002, the Company's two largest accounts represented 59% of total sales and 23% of total sales. The Company's sales to Trudy Corp. represented 16% of total sales for the six months ended June 30, 2002, and none from inception to December 31, 2001. (b) Cost of Sales The Company produces the majority of its products by sub-contracting with independent toy factories and printing plants located in Asia. From inception (June 1, 2001) to December 31, 2001, the Company purchased 100% of its books and related multimedia products from vendors in China with one vendor comprising 80% of such purchases. During the six month period ended June 30, 2002, this same vendor comprised approximately 88% of the Company's product purchases. Purchases from Trudy Corp. for the six month period approximated $2,000. The Company believes that production could quickly be transferred to other companies in China if production were not available from its current vendors, or if more favorable pricing became available. These manufacturers can also perform certain other functions such as the labeling and packaging of product for volume shipments directly to specific customers. 6. Subsequent Events (a) In April 2002, The Chart Studio (Pty) Ltd. advised Trudy Corp. that the Reserve Bank of South Africa disapproved of its application to form a joint venture with Trudy in the name of Studio Mouse, LLC. The Chart Studio (Pty) Ltd. stated that it intended to resubmit its application with the guidance of RMB Corvest, the investment banking arm of Rand Merchant Bank, Johannesburg, which is a minority stockholder in The Chart Studio. Although The Chart Studio's application was resubmitted, it was subsequently denied. Accordingly, a Memorandum of Understanding of August 20, 2002, provided for changes in the shareholders' business relationship as follows: o Studio Mouse has become a subsidiary of Trudy, 95% owned by Trudy and 5% owned by the president of Studio Mouse and publisher of Trudy. 13 STUDIO MOUSE, LLC NOTES TO FINANCIAL STATEMENTS o Chart Studio's contingent equity will be converted into a long-term loan from Chart Studio to Studio Mouse in the amount of approximately $420,000. o Over the next 24 months, Chart Studio may reapply to the Reserve Bank of South Africa for approval of 50% equity ownership in Studio Mouse. Upon such approval and satisfaction of certain other conditions, Chart Studio may exercise the option to purchase a 50% equity ownership of Studio Mouse, in which case the long-term loan will be forgiven. Should such approval not be forthcoming, or Chart Studio not exercise its option, the long-term loan, plus any equity appreciation, must be repaid over the 36 months following such 24 month period. o In order to preserve its potential opportunity for equity participation in Studio Mouse, Chart Studio shall provide editorial and art content, graphic design services and worldwide marketing/sales support at cost to Studio Mouse. In connection with the purchase of the 50% interest from The Chart Studio, the Company recorded the goodwill attendant to the purchase price at the present value of the five year loan, approximating $420,000, using a 7 1/2% interest factor. (b) The subsidiary rights licensing agreement between Trudy Corporation and Studio Mouse, LLC concerning content created under the existing license by the Smithsonian Institution to Trudy d/b/a Soundprints was approved in a License Amendment between the Smithsonian Institution and Soundprints dated April 30, 2002. 14 EX-99 4 ex99_2.txt EXHIBIT 99.2 Unaudited Proforma Financial Data The following unaudited proforma financial data of Trudy Corporation and Studio Mouse, LLC represent the unaudited proforma consolidating balance sheet as of March 31, 2002, and the unaudited proforma consolidating statement of operations for the three months ended June 30, 2002. The unaudited proforma consolidating balance sheet as of March 31, 2002 gives effect to the change in ownership of Studio Mouse, LLC as if it occurred on June 1, 2001 and has been adjusted to give effect to the following transactions: 1. To record goodwill and the long-term loan payable to The Chart Studio (Pty) Ltd. arising from Studio Mouse, LLC's purchase of The Chart Studio (Pty) Ltd.'s and related party's ownership interest 2. To eliminate intercompany receivables and payables balances 3. To eliminate Trudy Corporation's initial investment in Studio Mouse, LLC and subsequent increases in such investment as a result of the inclusion of Trudy Corp.'s pro rata share of the earnings of Studio Mouse, LLC 4. To record a minority interest in the ownership of Studio Mouse, LLC 5. To record imputed interest on the long-term loan payable to The Chart Studio (Pty) Ltd. The unaudited proforma consolidating statement of operations for the three months ended June 30, 2002 gives effect to the change in ownership of Studio Mouse, LLC as if it occurred on June 1, 2001 and has been adjusted to give effect to the following transactions: 6. To eliminate intercompany sales and associated cost of sales 7. To eliminate intercompany operating expenses and other income 8. To eliminate the gain in Trudy Corporation's equity investment in Studio Mouse, LLC 9. To record imputed interest on the long-term loan payable to The Chart Studio (Pty) Ltd. 15
Trudy Corporation and Subsidiary Unaudited Proforma Consolidating Balance Sheet March 31, 2002 Trudy Studio Proforma Adjustments Total Corp. Mouse Subtotal Debit Credit Proforma ---------- ---------- ---------- ---------------------------------- ---------- Assets Current assets: Cash and cash equivalents 2,774 637 3,411 3,411 Accounts receivable, net 875,066 596,690 1,471,756 (2) 44,353 1,427,403 Inventories 1,169,653 498 1,170,151 1,170,151 Due from joint venture 31,445 31,445 (2) 31,445 -- Prepaid expenses and other current assets 201,870 36,886 238,756 (2) 13,761 224,995 ---------- ---------- ---------- ---------- Total current assets 2,280,808 634,711 2,915,519 2,825,960 Goodwill (1) 263,897 263,897 Equipment, net 134,610 14,714 149,324 149,324 Royalty advances, net 36,041 36,041 36,041 Investment in joint venture 66,315 66,315 (3) 66,315 -- Organization costs, net -- 4,608 4,608 4,608 Pre-publication costs and other assets, net 172,738 44,898 217,636 217,636 ---------- ---------- ---------- ---------- Total assets 2,690,512 698,931 3,389,443 3,497,466 ========== ========== ========== ========== Liabilities and shareholders' equity Current liabilities: Note payable - bank 300,000 300,000 300,000 Notes payable - shareholder/officer and related party 152,197 152,197 152,197 Accounts payable and accrued expenses 597,467 395,514 992,981 (2) 19,121 973,860 Royalties and commissions payable 231,319 49,875 281,194 (2) 38,993 242,201 Due to Trudy Corporation -- 31,445 31,445 (2) 31,445 -- Due to The Chart Studio (Pty) Ltd. -- 80,287 80,287 80,287 ---------- ---------- ---------- ---------- Total current liabilities 1,280,983 557,121 1,838,104 1,748,545 Long-term liabilities: Loan to The Chart Studio (Pty) Ltd. (1) 288,897 307,469 (5) 18,572 Notes payable to related parties 1,301,088 1,301,088 1,301,088 Royalties payable 63,737 63,737 63,737 ---------- ---------- ---------- ---------- Total long-term liabilities 1,364,825 -- 1,364,825 1,672,294 ---------- ---------- ---------- ---------- Total liabilities 2,645,808 557,121 3,202,929 3,420,839 Minority interest (4) 4,591 4,591 Shareholders' equity: Common stock: $.0001 par value 44,246 44,246 44,246 Common stock: No par value -- 50,000 50,000 (1) 25,000 -- (3) 25,000 Additional paid-in capital 4,945,264 4,945,264 4,945,264 Accumulated deficit (4,944,806) 91,810 (4,852,996) (3) 41,315 (4,917,474) (4) 4,591 (5) 18,572 ---------- ---------- ---------- ---------- Total shareholders' equity 44,704 141,810 186,514 72,036 ---------- ---------- ---------- ---------- ---------- ---------- Total liabilities and shareholders' equity 2,690,512 698,931 3,389,443 467,934 467,934 3,497,466 ========== ========== ========== ========== ========== ==========
See accompanying notes to Unaudited Proforma Consolidating Balance Sheet. 16
Trudy Corporation and Subsidiary Unaudited Proforma Consolidating Statement of Operations For the three months ended June 30, 2002 Trudy Studio Proforma Adjustments Total Corp. Mouse Subtotal Debit Credit Proforma ---------- ---------- ---------- ---------------------------------- ---------- Net Sales 595,204 223,678 818,881 (6) 128,208 688,707 (6) 1,966 Cost of Sales 347,280 141,738 489,018 (6) 41,207 (6) 128,208 400,051 (6) 1,966 ---------- ---------- ---------- ---------- Gross Profit 247,924 81,940 329,863 288,656 Operating expenses: Selling, general and administrative 401,449 74,523 475,972 (7) 4,233 (7) 11,038 464,934 (7) 4,233 Depreciation and amortization 14,167 1,816 15,983 15,983 ---------- ---------- ---------- ---------- (Loss) Income from operations (167,692) 5,601 (162,091) (192,260) Other income (expense) Interest, net (11,659) (11,659) (9) 5,801 (17,460) Royalties, net (7,921) (7,921) (7) 11,038 (18,959) Other income (expense) 271 271 271 Gain/(loss) in equity investment 2,521 2,521 (8) 2,521 -- ---------- ---------- ---------- ---------- ---------- ---------- Net (loss) income (184,480) 5,601 (178,879) 194,974 145,445 (228,408) ========== ========== ========== ========== ========== =========== Basic and diluted net loss per share: $ (0.00) =========== Basic and diluted weighted average shares outstanding: 442,460,249 ===========
See accompanying notes to Unaudited Consolidating Statement of Operations. 17 -----END PRIVACY-ENHANCED MESSAGE-----