8-K 1 form8k052102.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report: May 21, 2002 Business to Business, Inc. A Nevada corporation 86-0970133 (I.R.S. Employer Identification Number) Commission File No. 0000-28533 9229 Delegates Road, Suite 130 Indianapolis, Indiana 46240 Registrant's telephone number, including area code: (317) 575-0746 Item 1. Change in Control of Registrant. On April 8, 2002, we entered into the acquisition agreement whereby, subject to shareholder approval, we acquired, in exchange for 4,000,000 shares of our common stock, Premium Financial Services & Leasing, Inc., an Indiana corporation. Pursuant to the closing of the acquisition on May 21, 2002 the Company issued 4,000,000 shares of common stock to Michael Gooch has therefore had a change in control. Michael Gooch now owns 80% of the outstanding common stock of the company. Name and Title of address of Amount of Percent Class Beneficial Beneficial of Owner ownership Class Common Michael Gooch 4,000,000 80% President and Director 9229 Delegates Road, Suite 130 Indianapolis, Indiana 46240 Common Daniel Hodges 800,000 6.25% Secretary and Director 2110 E. Water Street Tucson, AZ 85719 Common All directors 4,000,000 80% and officers Item 2. Acquisition or Disposition of Assets Since its formation on July 11, 1997, Business to Business, Inc., a Wyoming corporation (the "Company"), has not engaged in any operations other than organizational matters until it closed on the acquisition of Premium Financial Services & Leasing, Inc., on May 21, 2002. Business to Business was formed specifically for the purpose of either merging with or acquiring an operating company with operating history and assets. The consideration for the acquisition of Premium Financial was the issuance to Premium Financial's shareholder, Michael Gooch of eighty percent of the common stock of Business to Business. The exchange rate was the product of negotiations between the parties and reflects their estimate of the value of the assets and liabilities of Premium Financial. On April 8, 2002, we entered into the acquisition agreement whereby in exchange for 4,000,000 shares of our common stock, we acquired Premium Financial. Originally operated as a sole proprietorship from 1995, and then reformed as a corporation under the laws of the state of Indiana in 2000, Premium Financial is an equipment leasing and finance company that is focused on offering medium sized and small ticket leasing programs to a national network of brokers, vendors and end users. The company's financing solutions allow business the ability to acquire the capital needed to facilitate equipment acquisition, whether the equipment is new or used. The acquisition of Premium Financial closed on May 21, 2002. The Company is in the process of changing its name to Premium Financial Services & Leasing, Inc. Item 3. Bankruptcy or Receivership. Not applicable. Item 4. Changes in Registrant's Certifying Accountant. Not applicable. Item 5. Other Events and Regulation FD Disclosure. Not applicable. Item 6. Resignation of Registrant's Directors. Pursuant to the closing of the acquisition on May 21, 2002 the Company had a change in management. Michael Gooch was appointed President, Secretary and Director, Bret Pafford was appointed vice-president and director, Glen Gangi was appointed chief operating officer and director, Dennis Kluzke was appointed chief financial officer and director, and Kent Abernathy was appointed Director. The Company's founder, Daniel Hodges, resigned from his positions with the Company on May 21, 2002. The following table sets forth the names, positions and ages of the individuals who will serve as our directors and executive officers following the combination. All directors are elected at each annual meeting and serve for one year and until their successors are elected and qualify. Officers are elected by the Board of Directors and their terms of office are at the discretion of the Board. Name of Director/Officer Age Position(s) With Company Michael Gooch 35 President, CEO, Director Bret Pafford 42 Vice President, Director Glen Gangi 48 Chief Operating Officer, Director Dennis Kluzke 39 Chief Financial Officer, Director Kent Abernathy 44 Director Michael Gooch - President Mr. Gooch founded Premium Financial in September 1995. Prior to the founding of Premium Financial, Mr. Gooch was involved at various levels within the leasing services industry for more than a decade. Mr. Gooch launched his National Broker Network in conjunction with Premium Financial. Premium is currently delivering services to thousands of business every day nationwide. Considered an expert in the Financial Services and Leasing industry, Mr. Gooch resides in Sheridan, Indiana with his family. Bret Pafford - Vice President Mr. Pafford's area of expertise lays in the arena of organizational start-ups and the development of national sales support programs. Mr. Pafford has generated millions of dollars for Fortune 500 companies over the years. Numerous private investors and venture capitalists alike have benefited from investments in Mr. Pafford's ventures. Mr. Pafford has been in the financial services industry for over 15 years. An accomplished corporate trainer, Mr. Pafford has the ability to construct, foster and refine an optimum sales force. Mr. Pafford is a charter member of The American Entrepreneurs Association and a decorated veteran of the United States Navy. Glen Gangi - Chief Operating Officer, Director Glen Gangi has over 20 years of experience in the commercial leasing industry. Mr. Gangi currently operates a self-held portfolio leasing company in Indianapolis, IN. Mr. Gangi's expertise lies in his ability to make key credit decisions. Mr. Gangi is an experienced portfolio and operations manager. Dennis Klutzke - Chief Financial Officer Mr. Klutzke graduated from Purdue University with an MBA in Finance and has since amassed over 20 years of executive level financial management and corporate development experience. For many years, Mr. Klutzke acted in a senior level executive capacity with MBD Bank. A former Vice President for CompUSA, Mr. Klutzke is currently schooling other CFO's in their operational techniques directed towards a joint venture between Workscape and General Motors. Kent Abernathy - Director Mr. Abernathy is a charismatic leader with a demonstrated aptitude for developing and implementing winning strategies. Mr. Abernathy has extensive experience planning, coordinating and executing operational plans as well as direct management of numerous projects. Mr. Abernathy has a comprehensive knowledge of financial products and services including corporate finance, cash management, international, and investment banking applications. Mr. Abernathy is the current Principal at Eagle Advisors and a past Vice President at Bank One, Vice President at National City Bank, Assistant Vice President at Apple Bank and Analyst / Commercial Account Officer at Chemical Bank (J.P. Morgan Chase). Item 7. Financial Statements and Exhibits. PART F/S FINANCIAL STATEMENTS The consolidated financial statements of the Company required to be included in Part F/S are set forth below. INDEPENDENT AUDITOR'S REPORT Business to Business, Inc. (A Development Stage Company) We have audited the accompanying balance sheets of Business to Business, Inc. (a development stage company) as of September 30, 2001 and 2000, and the related statements of operations and cash flows for the two years ended September 30, 2001 and 2000, and the statement of stockholders' equity from July 11, 1997 (inception) to September 30, 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 audits. We conducted our audits 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 audits provide 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 Business to Business, Inc. (a development stage company) as of September 30, 2001 and 2000, and the results of its operations and its cash flows for the two years ended September 30, 2001 and 2000 in conformity with accounting principles generally accepted in the United States of America. Respectfully submitted /S/ ROBISON, HILL & CO. Certified Public Accountants Salt Lake City, Utah December 12, 2001 F - 1 BUSINESS TO BUSINESS, INC. (A Development Stage Company) BALANCE SHEETS

The accompanying notes are an integral part of these financial statements. F - 2 BUSINESS TO BUSINESS, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS Cumulative since October 20, 1999 For the year ended inception of September 30, development ------------------------------ 2001 2000 stage -------------- -------------- --------------- Revenues: $ - $ - $ - Expenses: 2,254 3,260 5,514 -------------- -------------- --------------- Net Loss $ (2,254) $ (3,260) $ (5,514) ============== ============== =============== Basic & Diluted loss per share $ - $ - ============== ============== The accompanying notes are an integral part of these financial statements. F - 3 BUSINESS TO BUSINESS, INC. (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY SINCE JULY 11, 1997 (INCEPTION) TO SEPTEMBER 30, 2001

The accompanying notes are an integral part of these financial statements. F - 4 BUSINESS TO BUSINESS, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: None The accompanying notes are an integral part of these financial statements. F - 5 BUSINESS TO BUSINESS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of accounting policies for Business to Business, Inc. is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. Organization and Basis of Presentation The Company was incorporated under the laws of the State of Wyoming on July 11, 1997. The Company ceased all operating activities during the period from July 11, 1997 to October 20, 1999 and was considered dormant. Since October 20, 1999, the Company is in the development stage, and has not commenced planned principal operations. Nature of Business The Company has no products or services as of September 30, 2001. The Company was organized as a vehicle to seek merger or acquisition candidates. The Company intends to acquire interests in various business opportunities, which in the opinion of management will provide a profit to the Company. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. Pervasiveness of Estimates The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. F - 6 BUSINESS TO BUSINESS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000 (Continued) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Loss per Share The reconciliations of the numerators and denominators of the basic loss per share computations are as follows:

The effect of outstanding common stock equivalents would be anti-dilutive for September 30, 2001 and 2000 and are thus not considered. Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. NOTE 2 - INCOME TAXES As of September 30, 2001, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $6,500 that may be offset against future taxable income through 2012. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carryforwards will expire unused. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount. F - 7 BUSINESS TO BUSINESS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000 (Continued) NOTE 3 - DEVELOPMENT STAGE COMPANY The Company has not begun principal operations and as is common with a development stage company, the Company has had recurring losses during its development stage. NOTE 4 - COMMITMENTS As of September 30, 2001 all activities of the Company have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by the company for the use of these facilities and there are no commitments for future use of the facilities. NOTE 5 - STOCK SPLIT On October 20, 1999 the Board of Directors authorized 1,000 to 1 stock split, changed the authorized number of shares to 100,000,000 shares and the par value to $.001 for the Company's common stock. As a result of the split, 999,000 shares were issued. All references in the accompanying financial statements to the number of common shares and per-share amounts for 2001 and 2000 have been restated to reflect the stock split. F - 8 INDEPENDENT ACCOUNTANT'S REPORT Business to Business, Inc. (A Development Stage Company) We have reviewed the accompanying balance sheets of Business to Business, Inc. (a development stage company) as of March 31, 2002 and September 30, 2001 and the related statements of operations for the three and six month periods ended March 31, 2002 and 2001 and cash flows for the six month periods ended March 31, 2002 and 2001. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statement taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. Respectfully submitted /S/ ROBISON, HILL & CO. Certified Public Accountants Salt Lake City, Utah April 22, 2002 F - 9 BUSINESS TO BUSINESS, INC. (A Development Stage Company) BALANCE SHEETS

See accompanying notes and accountants' report. F - 10 BUSINESS TO BUSINESS, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS

See accompanying notes and accountants' report. F - 11 BUSINESS TO BUSINESS, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: None See accompanying notes and accountants' report. F - 12 BUSINESS TO BUSINESS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED MARCH 31, 2002 AND 2001 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of accounting policies for Business to Business, Inc. (a development stage company) is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. Interim Reporting The unaudited financial statements as of March 31, 2002 and for the six month period then ended reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of operations for the six months. Operating results for interim periods are not necessarily indicative of the results which can be expected for full years. Organization and Basis of Presentation The Company was incorporated under the laws of the State of Wyoming on July 11, 1997. The Company ceased all operating activities during the period from July 11, 1997 to October 20, 1999 and was considered dormant. Since October 20, 1999, the Company is in the development stage, and has not commenced planned principal operations. Nature of Business The Company has no products or services as of March 31, 2002. The Company was organized as a vehicle to seek merger or acquisition candidates. The Company intends to acquire interests in various business opportunities, which in the opinion of management will provide a profit to the Company. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of six months or less to be cash equivalents to the extent the funds are not being held for investment purposes. Pervasiveness of Estimates The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. F - 13 BUSINESS TO BUSINESS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED MARCH 31, 2002 AND 2001 (Continued) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Loss per Share The reconciliations of the numerators and denominators of the basic loss per share computations are as follows:

The effect of outstanding common stock equivalents would be anti-dilutive for March 31, 2002 and 2001 and are thus not considered. Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. Reclassification Certain reclassifications have been made in the 2001 financial statements to conform with the March 31, 2002 presentation. F - 14 BUSINESS TO BUSINESS, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED MARCH 31, 2002 AND 2001 (Continued) NOTE 2 - INCOME TAXES As of March 31, 2002, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $17,000 that may be offset against future taxable income through 2021. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry-forwards are offset by a valuation allowance of the same amount. NOTE 3 - DEVELOPMENT STAGE COMPANY The Company has not begun principal operations and as is common with a development stage company, the Company has had recurring losses during its development stage. NOTE 4 - COMMITMENTS As of March 31, 2002 all activities of the Company have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by the company for the use of these facilities and there are no commitments for future use of the facilities. F - 15 INDEPENDENT ACCOUNTANTS' REPORT Premium Financial Services and Leasing, Inc. We have audited the accompanying balance sheet of Premium Financial Services and Leasing, Inc. as of December 31, 2001 and the related statements of operations, cash flows, and stockholders' equity (deficit) for the years ended December 31, 2001 and 2000. 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 audits 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 audits provide a reasonable basis for our opinion. In our opinion, the December 31, 2001 financial statements referred to above present fairly, in all material respects, the financial position of Premium Financial Services and Leasing, Inc. as of December 31, 2001, and the results of its operations and its cash flows for the years ended December 31, 2001 and 2000 in conformity with generally accepted accounting principles in the United States of America. Respectfully submitted /S/ ROBISON, HILL & CO. Certified Public Accountants Salt Lake City, Utah February 2, 2002 F - 16 PREMIUM FINANCIAL SERVICES AND LEASING, INC. BALANCE SHEET

See accompanying notes and accountants' report. F - 17 PREMIUM FINANCIAL SERVICES AND LEASING, INC. STATEMENTS OF OPERATIONS

See accompanying notes and accountants' report. F - 18 PREMIUM FINANCIAL SERVICES AND LEASING, INC. STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 REFERENCES TO MARCH 31, 2002 ARE UNAUDITED

See accompanying notes and accountants' report. F - 19 PREMIUM FINANCIAL SERVICES AND LEASING, INC. STATEMENTS OF CASH FLOWS

Supplemental Disclosure of Non-cash Investing and Financing Activities: None See accompanying notes and accountants' report. F - 20 PREMIUM FINANCIAL SERVICES AND LEASING, INC. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 REFERENCES TO MARCH 31, 2002 ARE UNAUDITED NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of accounting policies for Premium Financial Services and Leasing, Inc. ( the "Company") is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. Interim Reporting The unaudited financial statements as of March 31, 2002 and for the three month period then ended reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of operations for the three months. Operating results for interim periods are not necessarily indicative of the results which can be expected for full years. Organization and Basis of Presentation The Company was incorporated under the laws of the State of Indiana on February 8, 2000. Prior to incorporation the Company operated as a sole proprietorship since 1995. Nature of Business The Company is an Indiana based, independently-owned full service leasing brokerage firm that is focused on offering medium sized and small ticket-leasing programs to a national network of brokers, vendors and end users. Pervasiveness of Estimates The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. F - 21 PREMIUM FINANCIAL SERVICES AND LEASING, INC. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 REFERENCES TO MARCH 31, 2002 ARE UNAUDITED (Continued) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Depreciation Fixed assets are stated at cost. Depreciation is calculated primarily using the straight-line method over the estimated useful lives of the assets as follows: Asset Rate --------------------------------------- -------------- Computer Equipment 5 years Maintenance and repairs are charged to operations; betterments are capitalized. The cost of property sold or otherwise disposed of and the accumulated depreciation thereon are eliminated from the property and related accumulated depreciation accounts, and any resulting gain or loss is credited or charged to income. Income Taxes For the years 2001 and 2000 the Company has elected to be an "S-Corporation" and is not subject to income tax. Income is taxed directly to the shareholders. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. Reclassifications Certain reclassifications have been made in the 2001 and 2000 financial statements to conform with the 2001 presentation. Revenue recognition The Company's primary source of revenue is from acting as a lease broker. Revenue is recognized from the sale or assignment of sales-type or direct financing leases to third parties when the lease is funded by the purchaser. F - 22 PREMIUM FINANCIAL SERVICES AND LEASING, INC. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 REFERENCES TO MARCH 31, 2002 ARE UNAUDITED (Continued) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Income per Share The reconciliations of the numerators and denominators of the basic income per share computations are as follows:

There were no common stock equivalents outstanding at December 31, 2001 and 2000. Concentrations of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with two financial institutions, in the form of demand deposits Advertising Expense Advertising costs are expensed when the services are provided. F - 23 PREMIUM FINANCIAL SERVICES AND LEASING, INC. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 REFERENCES TO MARCH 31, 2002 ARE UNAUDITED (Continued) NOTE 2 - RELATED PARTY PAYABLES On December 4, 2001, an officer loaned the Company $75,000. The Company shall repay $90,000 to the officer within 180 days of the date of the loan. Due to related party at December 31, 2001 and 2000 consists of the following:

NOTE 3 - LONG TERM DEBT Long-term liabilities of the Company at December 31, 2001 and 2000 consists of the following:

F - 24 PREMIUM FINANCIAL SERVICES AND LEASING, INC. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 REFERENCES TO MARCH 31, 2002 ARE UNAUDITED (Continued) NOTE 4 - LEASES The Company leases facilities and equipment under various capital and operating leases with expiration dates through 2006. The Company has entered into a lease agreement for its office facilities. The rental charges are approximately $1,400 per month. The lease expires in April 2006. On January 14, 2002 the Company entered into a sublease for additional office space. The rental charge ranges from $3,500 to $6,992 per month expiring November 30, 2004. Equipment capitalized under capital leases had fair market value of $16,342 as of June 30, 2000 (date of acquisition of the equipment and assumption of the related leases by the Company). Total rental expense for the Company for the years ended December 31, 2001 and 2000 was $19,885 and $17,077, respectively, including rent under month-to month leases. Net minimum rental commitments under all non-cancelable operating leases are as follows:

F - 25 PREMIUM FINANCIAL SERVICES AND LEASING, INC. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 REFERENCES TO MARCH 31, 2002 ARE UNAUDITED (Continued) NOTE 4 - LEASES (Continued) The minimum future lease payments under these leases for the next five years are: Twelve Months Ended December 31, Real Property Equipment ---------------------- --------------- -------------- 2002 $ 51,300 $ 12,493 2003 72,741 20,357 2004 93,712 7,614 2005 16,800 14,745 2006 16,800 - --------------- -------------- Total minimum future lease payments $ 251,353 $ 55,209 =============== ============== The leases generally provides that insurance, maintenance and tax expenses are obligations of the Company. It is expected that in the normal course of business, leases that expire will be renewed or replaced by leases on other properties. NOTE 5 - CONTINGENCIES The Company at times will have agreements with a funding source to sell certain receivables with recourse. In the event of the customer's default the company must repurchase the receivables from the funding source. As of December 31, 2001 and 2000 the company is not contingently liable to such receivables sold with recourse. The Company is a defendant in a lawsuit. In the opinion of Company's management, the lawsuit will not have a material adverse impact on the Company's financial position, results of operations or cash flows. F - 26 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On May 21, 2002, Business to Business, Inc., (a development stage company) ("B2B") and Premium Financial Services & Leasing, Inc. ("Premium"), closed on an Acquisition Agreement between Premium and B2B. The following unaudited pro forma condensed combined financial statements are based on the March 31, 2002 unaudited and September 30, 2001 audited historical financial statements of B2B and the March 31, 2002 unaudited and December 31, 2001 audited historical financial statements of Premium contained elsewhere herein, giving effect to the transaction under the purchase method of accounting, with Premium treated as the acquiring entity for financial reporting purposes. The unaudited pro forma condensed combined balance sheet presenting the financial position of the Surviving Corporation assumes the purchase occurred as of March 31, 2002. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2001 presents the results of operations of the Surviving Corporation, assuming the merger was completed on January 1, 2001. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2002 presents the results of operations of the Surviving Corporation, assuming the merger was completed on January 1, 2002. The unaudited pro forma condensed combined financial statements have been prepared by management of Premium and B2B based on the financial statements included elsewhere herein. The pro forma adjustments include certain assumptions and preliminary estimates as discussed in the accompanying notes and are subject to change. These pro forma statements may not be indicative of the results that actually would have occurred if the combination had been in effect on the dates indicated or which may be obtained in the future. These pro forma financial statements should be read in conjunction with the accompanying notes and the historical financial information of both Premium and B2B (including the notes thereto) included in this Information Statement. See "FINANCIAL STATEMENTS." F - 27 UNAUDITED PRO FORMA CONDENSED BALANCE SHEET MARCH 31, 2002

See accompanying notes to unaudited pro forma condensed combined financial statements. F - 28 UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2001

See accompanying notes to unaudited pro forma condensed combined financial statements. F - 29 UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002

See accompanying notes to unaudited pro forma condensed combined financial statements. F - 30 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (1) General In the acquisition, B2B will acquire all of the assets and liabilities of Premium in exchange for 4,000,000 shares of Common Stock, or approximately 80% of the New Common Stock outstanding subsequent to the Merger, subject to certain adjustments. Premium has not yet performed a detailed evaluation and appraisal of the fair market value of the net assets acquired in order to allocate the purchase price among the assets acquired. For purposes of preparing these pro forma financial statements, certain assumptions as set forth in the notes to the pro forma adjustments have been made in allocating the sales price to the net assets acquired. As such, the pro forma adjustments discussed below are subject to change based on final appraisals and determination of the fair market value of the assets and liabilities of B2B. (2) Fiscal Year Ends The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2001, include Premium's and B2B's operations on a common fiscal year. B2B's financials have been adjusted by subtracting the quarterly results for the three months ended December 31, 2000 from the annual financials and adding the quarterly results for December 31, 2001. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2002, include Premium's and B2B's operations on a common fiscal year. (3) Pro Forma Adjustments The adjustments to the accompanying unaudited pro forma condensed combined balance sheet as of March 31, 2002, are described below: (A) Record acquisition by issuing 4,000,000 shares of Common Stock, par value $0.001. The adjustments to the accompanying unaudited pro forma condensed combined statements of operations for the year ended December 31, 2001 and the three months ended March 31, 2002 are described below: There are no anticipated adjustments to the statements of operations as a result of the merger. F - 31 Item 8. Change in Fiscal Year. Not applicable. Item 9. Regulation FD Disclosure. Not applicable. 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. Signature and Title Date /s/ Michael Gooch June 11, 2002 --------------------------------------------------------------- Michael Gooch, Chairman of the Board, President, Principal Executive Officer and Director /s/ Glen Gangi June 11, 2002 --------------------------------------------------------------- Glen Gangi, Director and Chief Operating Officer /s/ Bret Pafford June 11, 2002 --------------------------------------------------------------- Bret Pafford, Vice President /s/ Dennis Klutzke June 11, 2002 --------------------------------------------------------------- Dennis Klutzke, Chief Financial Officer and Director

BUSINESS TO BUSINESS INC 8-K