8-K/A 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 26, 2002 ---------------- RETURN ASSURED INCORPORATED ---------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 13-3896069 ---------------- ------------------ (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 5962 LA PLACE COURT SUITE 230 CARLSBAD, CALIFORNIA 92008 (Address of principal executive offices) (Zip Code) (760) 438-7245 ------------------------------------------------------------- (Registrant=s Telephone Number, Including Area Code) ---------------------------------------------------------------------- (Former Name or Former Address, If Changed since Last Report.) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial statements of EliteJet, Inc., which we acquired on April 26, 2002, are filed with this report. Page 2 [Letterhead of Rogoff & Company, P.C.] INDEPENDENT AUDITORS' REPORT ---------------------------- To the Board of Directors and Stockholders of ELITEJET, INC. AND SUBSIDIARY We have audited the accompanying consolidated balance sheet of EliteJet, Inc. (a Nevada corporation) and Subsidiary as of December 31, 2001, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the two years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated 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 audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of EliteJet, Inc. and Subsidiary as of December 31, 2001, and the consolidated results of their operations and their cash flows for each of the two years then ended in conformity with accounting principles generally accepted in the United States of America. /s/ Rogoff & Company, P.C. NEW YORK, NEW YORK JULY 10, 2002 Page F-1 ELITEJET, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS

SEE NOTES TO FINANCIAL STATEMENTS Page F-2 ELITEJET, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS YEAR YEAR ENDED ENDED DECEMBER 31, DECEMBER 31, 2001 2000 ------------ ------------ Operating income: ------------------ Revenue $ 1,328,980 $ --- Cost of revenue 901,688 87,048 ------------ ------------ MARGIN 427,292 (87,048) Operating expenses: -------------------- Selling expenses 78,851 110,647 General and administrative expenses 258,791 174,236 Depreciation expense 785,232 581,261 ------------ ------------ TOTAL OPERATING EXPENSES 1,122,874 866,144 INCOME (LOSS) FROM OPERATIONS (695,582) (953,192) Other income and (expenses): ------------------------------- Interest income --- 3,368 Other income and (expenses) (176,172) (154,512) ------------ ------------ TOTAL OTHER INCOME AND (EXPENSES) (176,172) (151,144) ------------ ------------ LOSS BEFORE MINORITY INTEREST $ (871,754) $ (1,104,336) Minority Interest in Loss of Subsidiary 292 --- -------------------------------------------- ------------ ------------ NET INCOME (LOSS) $ (871,462) $ (1,104,336) ========= =========== WEIGHTED AVERAGE SHARES OUTSTANDING 500 500 === === EARNINGS (LOSS) PER SHARE $ (1,742.92) $(2,208.67) ========== ========== SEE NOTES TO FINANCIAL STATEMENTS Page F-3

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Page F-4

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Page F-6 ELITEJET, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2001 AND 2000 NOTE 1: ORGANIZATION AND BUSINESS ELITEJET, INC. (the "Parent") was organized on November 16, 1999, pursuant to the corporation laws of the State of Nevada as EXEC JET, INC. On September 28, 2001, the Parent amended its Articles of Incorporation and Corporate Charter to change its name to EliteJet, Inc. On May 16, 2001, the Parent was qualified and authorized to transact intrastate business in the State of California. The Company was formed to acquire, own and operate jet air transportation. Its current operations are to provide certain management services to Elite Jet Partners, LLC. The company provides charter services throughout North America and the Caribbean. ELITE JET PARTNERS, LLC (the "Subsidiary") was organized on May 2, 2001, pursuant to the Beverly-Lillea Limited Liability Company Act of the State of California as EXECJET PARTNERS, LLC. On July 25, 2001, the Company amended its Articles of Organization to change its name to Elite Jet Partners, LLC. The Company was formed to acquire, own and provide jet air transportation for the cooperative use of its members. The Company's ability to remain operational is dependent upon its ability to raise additional funds and have positive cash flows from operations. The Company's future capital requirements will depend on numerous factors including, but not limited to, continued progress in its selling capabilities and implementing its marketing strategies. The Company plans to engage in such ongoing financing efforts on a continuing basis. NOTE 2: BASIS OF PRESENTATION The consolidated financial statements include the accounts of the Parent, EliteJet, Inc., and its majority-owned Subsidiary, Elite Jet Partners, LLC (collectively referred to herein as the "Company", from their respective dates of incorporation/organization). All significant inter-company transactions and account balances have been eliminated in consolidation. Page F-7 ELITEJET, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2001 AND 2000 NOTE 3: PRIVATE PLACEMENT OFFERING During the year ended December 31, 2001, the Managing Member of the Subsidiary passed a resolution authorizing the management to initiate steps to make a private placement of the Subsidiary's Member Interests or "Units" in order to raise capital. The Subsidiary initiated an offering of securities under an exemption pursuant to Rule 506 of Regulation D, "Rules Governing the Limited Offer and Sale of Securities Without Registration Under the Securities Act of 1933 (as amended)" (the "Offering"). The Offering includes the sale of up to six hundred (600) Units, including rights in the Subsidiary consisting of the Member's Economic Interest, any right to vote or participate in management, and any right to information concerning the business and affairs of the Subsidiary, at the offering price of $25,000.00 per Unit, for an aggregate of $15,000,000.00 on a best efforts, twelve (12) Unit minimum investment basis. The Offering was commenced on August 31, 2001, with the first and only sale to date of twelve (12) Units of the Subsidiary that raised an aggregate of $300,000. Offering costs of $31,732, for legal fees, registration fees, printing fees and other related expenses, were charged to the proceeds of the offering. NOTE 4: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and cash equivalents ---------------------------- The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents. Accounts receivable -------------------- Accounts receivable is stated at its gross amount. No allowance for doubtful accounts has been provided for. Based upon its past history, the Company has not experienced bad debt and does not expect to. The Company evaluates accounts receivable as part of its determination of profit and loss. In addition the Balance Sheet includes the value attributed to the minority interest of the subsidiary. As a result of operations, the minority interest of the subsidiary has been charged with their share of the subsidiary's loss. Page F-8 ELITEJET, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2001 AND 2000 NOTE 4: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Fixed assets ------------- The Company's policy is to capitalize the cost of the acquisition and significant improvements to its aircraft, as well as significant furniture and fixtures, equipment and leasehold improvements. Purchased assets are capitalized and stated at cost. Normal repairs and maintenance are expensed as incurred. Expenditures, such as improvements, which materially increase values, change capacities or extend useful lives are capitalized. Furniture, fixtures and equipment are depreciated using the straight-line method over the estimated useful lives of the assets for financial statement reporting purposes. For federal income tax purposes, depreciation is provided for under the guidelines in the Internal Revenue Code. Gains or losses on disposals of fixed assets are recorded as current activities. The Company assesses at least annually the recovery of its long-lived and intangible assets. If an impairment exists, the carrying amount of the related asset is reduced to fair value. The estimated useful lives of fixed assets are as follows: Aircraft 5 years Computer equipment 5 years Furniture & fixtures 7 years Organization costs ------------------- Organization costs incurred in conjunction with the formation of the Company have been expensed to operations. Year-end -------- The Company has adopted a year-end of December 31 for financial statement and income tax reporting purposes. Revenue Recognition -------------------- The company recognizes revenue from the rental of its aircraft. Revenue is recorded at the time the services are rendered. Page F-9 ELITEJET, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2001 AND 2000 NOTE 4: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Major customers ---------------- The Company has a concentration risk as defined by American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 94-6, Disclosure of Certain Risks and Uncertainties in that the Company conducts virtually all of its business with a relatively small number of customers, the loss of any of which may have a materially negative effect on the Company's financial position and/or results of operations. During the year ended December 31,2001 two customers accounted for approximately 28% and 26% respectively of company revenues. Income taxes ------------- The Company reports income (loss) for income tax reporting purposes on a calendar year basis. The results of operations for the years ended December 31, 2001 and 2000 do not contain a substantial provision for income taxes because of the Company's S Corporation election under the Internal Revenue Code, which was involuntarily terminated on April 26, 2002 upon a business combination. Income taxes on earnings of the Company are payable by the Stockholder individually under the Internal Revenue Code and, accordingly, are not reflected in the historical financial statements. State income taxes were immaterial. Earnings (loss) per share ---------------------------- Earnings (loss) per share has been computed by dividing the net (loss) by the weighted average number of common stock outstanding. Estimates --------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Page F-10 ELITEJET, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2001 AND 2000 NOTE 5: FIXED ASSETS Fixed assets includes aircraft and improvements, furniture, fixtures and computer equipment at December 31, 2001 and consists of the following: Aircraft and improvements $ 3,923,642 Furniture and fixtures 1,671 Computer equipment 3,391 --------------- TOTAL FIXED ASSETS 3,928,704 Accumulated depreciation and amortization (1,366,493) ------------ TOTAL FIXED ASSETS, NET $ 2,562,211 ========= NOTE 6: NOTE PAYABLE The Company has a note payable outstanding at December 31, 2001, in the amount of $2,394,122, for the acquisition and upgrade of an aircraft. The note bears interest at the rate of two-and-a-quarter percent (2.25%) above the Governing Rate ("The Wall Street Journal One Year Treasury Bill Rate" 2.22% at December 31, 2001), is due May 1, 2010, and is payable in monthly principal installments of $23,975. Page F-11 ELITEJET, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2001 AND 2000 NOTE 6: NOTE PAYABLE (CONTINUED) FUTURE PRINCIPAL PAYMENTS OF LONG-TERM DEBT - The future principal payments for long-term debt as of December 31, 2001 are as follows: DECEMBER 31, 2001 -------------- 2002 $ 242,967 2003 242,967 2004 242,967 2005 242,967 2006 242,967 2007 and thereafter 1,179,287 ----------- TOTAL FUTURE MINIMUM PRINCIPAL PAYMENTS $ 2,394,122 ========= NOTE 7: REAL ESTATE LEASE The Company leases its executive offices and operating facilities under a non-cancelable agreement accounted for as an operating lease that expires on January 31, 2003. The terms of the agreement require the Company to make minimum fixed rental payments plus pay amounts as additional rent for 3.85% of the Landlord's share of real estate taxes, water charges, sewer rent, sprinkler charges vault taxes and assessments apportioned on a pro rata basis. Minimum lease payments for the years ended December 31 2002 $ 32,538 2003 2,958 Page F-12 ELITEJET, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2001 AND 2000 NOTE 8: OPERATING LEASE On November 19, 2001 the Company entered into an agreement accounted for as an operating lease for a Dassault 10 aircraft. Minimum monthly payments are $10,938. Additional lease payments may be due under certain conditions pursuant to the agreement. Schedule of future lease payments at December 31, 2001 are as follows: DECEMBER 31, 2001 -------------- 2002 $ 131,250 2003 131,250 2004 131,250 2005 131,250 2006 131,250 2007 and thereafter 1,301,563 --------- TOTAL FUTURE MINIMUM LEASE PAYMENTS $ 1,957,813 ========= NOTE 9: ISSUANCE OF UNITS On May 2, 2001 the Subsidiary issued 1 LLC Unit to Bruce Jenner in exchange for marketing and promotion services. The transaction has been valued at the offering price of $25,000 per Unit for financial statement reporting purposes at December 31, 2001 since this was more readily determinable than the value of the services. Accordingly, the Company charged $25,000 to operations (general and administrative expenses). NOTE 10: RELATED PARTY TRANSACTIONS Issuance of Units ------------------- On May 2, 2001, the Subsidiary issued 612 LLC Units to its managing member, EliteJet, Inc., the Parent, a Nevada corporation authorized to do business in the State of California in exchange for cash payments of the Company's costs, including legal and filing fees for the establishment of the Subsidiary and the preparation of the Private Placement Offering. Page F-13 ELITEJET, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2001 AND 2000 NOTE 10: RELATED PARTY TRANSACTIONS (CONTINUED) Loan to Managing Member -------------------------- The Subsidiary has made an advance to its managing member, EliteJet, Inc., the Parent. The advance, which is non-interest bearing, amounted to $300,000 at December 31, 2001. The proceeds were utilized to upgrade and refurbish the managing member's aircraft. Real estate leases -------------------- The Subsidiary occupies space at the office of its managing member, EliteJet, Inc., the Parent, located at 5962 La Place Court, Carlsbad, California 92008 on a month-to-month basis, at no charge, pursuant to an informal verbal agreement. This lease is accounted for as an operating lease. NOTE 11: SUBSEQUENT EVENTS On April 26, 2002 the Company entered into a transaction whereby the Shareholders exchanged all of their common stock for 7,000,000 shares of common stock of Return Assured Incorporated. NOTE 12: RECENT ACCOUNTING PRONOUNCEMENTS In June 2001, the Financial Accounting Standards Board issued Statement No. 141, Business Combinations and Statement No. 142, Goodwill and Other Intangible Assets. These statements become effective to the Company on July 1, 2001 for Statement No. 141 and August 1, 2002 for Statement No. 142. The Company has not completed any business combinations as of December 31, 2001 and management cannot currently assess what effect the future adoption of these pronouncements will have on the Company's financial statements. In June 15, 2001, the Financial Accounting Standards Board also issued Statement No. 143 Accounting For Asset Retirement Obligations and in August 15, 2001, Statement No. 144 Accounting For Impairment and Disposal of Long Lived Assets. Page F-14 ELITEJET, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 2001 AND 2000 NOTE 12: RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED) Statement No. 143 will change the accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs in four significant ways. First, Statement 143 requires that the amount initially recognized for an asset retirement obligation be measured at fair market value and not under the current practice of using a cost-accumulation measurement approach. Second, Statement 143 requires that the retirement obligation liability is discounted and accretion expense is recognized using the credit-adjusted risk-free interest rate in effect when the liability was initially recognized. Prior practice did not require discounting of the retirement obligation liability and therefore no accretion was recorded in periods subsequent to the initial recognition period. Third, under prior practice, dismantlement and restoration costs were taken into account in determining amortization and depreciation rates and often the recognized asset retirement obligation was recorded as a contra-asset. Under Statement 143, recognized asset retirement obligations are recognized as a liability. Fourth, under prior practice, the asset retirement obligation was recognized over that useful life of the related asset and under Statement 143 the obligation is recognized over that useful life of the related asset and under Statement 143 the obligation is recognized when the liability is incurred. The effective date for Statement No. 143 is for fiscal years beginning after June 15, 2002. Statement No. 144, changes the accounting for long lived assets to be held and used by eliminating the requirement to allocate goodwill to long-lived assets to be tested for impairment, by providing a probability-weighted cash flow estimation approach to deal with situations in which alternative courses of action to recover the carrying amount of possible future cash flows and establishing a "primary-asset" approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Statement No. 144 changes the accounting for long-lived assets to be disposed of other than the sale by requiring that the depreciable life of a long lived asset to be abandoned, be revised to reflect a shortened useful life and by requiring that an impairment loss be recognized at the date a long-lived asset is exchanged for a similar productive asset or distributed to owners in a spin-off if the carrying amount of the asset exceeds its fair value. Statement No. 144 changes the accounting for long lived assets to be disposed of by sale by requiring that discontinued operations no longer be measured on a net realizable value basis (but at the lower of carrying amount or fair value less costs to sell), by eliminating the recognition of future operating losses of discontinued components before they occur and by broadening the presentation of discontinued operations in the income statement to include a component of an entity rather than a segment of a business. A component of an entity comprises operations and cash flows that can be clearly distinguished, operationally, and for financial reporting purposes, from the rest of the entity. The effective date for Statement No. 144 is for fiscal years beginning after December 15, 2001. Page F-15 ELITEJET, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED) DECEMBER 31, 2001 AND 2000 NOTE 12: RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED) The Company expects that the adoption of the new statements will not have a significant impact on its financial statements. It is not possible to quantify the impact until the newly issued statements have been studied. Page F-16 FINANCIAL STATEMENTS Independent Accountant's Report .................................... G-2 Consolidated Balance Sheet as of June 30, 2002 and December 31, 2001 ..G-3 Consolidated Statements of Operations for the three months ended June 30, 2002 and June 30, 2001 and for the six months ended June 30, 2002 and June 30, 2001 ....................G-4 Consolidated Statements of Cash Flows for the six months ended June 30, 2002 and June 30, 2001 ...................................G-5 Notes to Consolidated Financial Statements .................G-6 to G-8 Page G-1 INDEPENDENT ACCOUNTANT'S REPORT To the Board of Directors and Shareholders of EliteJet Holdings, Inc. and Subsidiaries, The accompanying consolidated financial statements have been prepared giving effect to the acquisition of Return Assured Incorporated and Subsidiaries by EliteJet Inc., an increase in the number of authorized shares, a 1 for 60 reverse stock split, and the change of the name of Return Assured Incorporated to EliteJet Holdings, Inc. These transactions are described in Note 1 to the consolidated financial statements. We have reviewed the accompanying consolidated balance sheet of EliteJet Holdings, Inc.and Subsidiaries as of June 30, 2002, and the related consolidated statements of operations, and cash flows for the six-month periods ended June 30, 2002 and 2001, and the related consolidated statements of operations for the three-month periods then ended. These financial statements are the responsibility of the Company's management. We conducted our reviews 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 statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements for them to be in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements reported upon, the Company has sustained recurring net operating losses and has a shareholders' deficit. In addition, the holders of the preferred stock currently have the right to redeem their shares for cash in an amount which exceeds currently available funds. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty. The information set forth in the accompanying consolidated balance sheet has been derived from the financial statements of EliteJet, Inc. and subsidiary as of December 31, 2001, which were audited by other auditors whose report, dated July 10, 2002, expressed an unqualified opinion on those statements. GOLDSTEIN GOLUB KESSLER LLP New York, New York July 22, 2002 Page G-2

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Page G-5 ELITEJET HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: EliteJet, Inc. ("EliteJet Nevada") was incorporated under the laws of the State of Nevada on November 16, 1999. The Company was formed to acquire, own, and operate jet air transportation. The company and its subsidiary, Elite Jet Partners, LLC ("Elite Jet Partners"), provide charter services throughout North America and the Caribbean. These financial statements have been prepared giving effect to the acquisition of Return Assured Incorporated, a Delaware Corporation ("Return Assured Delaware") and Subsidiaries by EliteJet Nevada, an increase in the number of authorized shares from 51,000,000 (50,000,000 common and 1,000,000 preferred) to 105,000,000 shares (100,000,000 common and 5,000,000 preferred), a 1 for 60 reverse stock split, and the change of the name of Return Assured Delaware to EliteJet Holdings, Inc. ("The Merger Transaction") The board of directors of Return Assured Delaware and its majority stockholders approved these corporate actions on April 25, 2002 and prior. The approval by Return Assured Delaware's board of directors and the majority stockholders is adequate under Delaware law to effect these corporate actions. The corporate actions will not become effective until 20 days after Return Assured Delaware has mailed an information statement to its stockholders. Stockholders of Return Assured Delaware have no right under Delaware Law or Return Assured Delaware's certificate of incorporation or bylaws to dissent these corporate actions. To date, the information statement has not been declared effective by the Securities and Exchange Commission and as such, has not been mailed to Return Assured Delaware's stockholders. However, since no further decisions by the Company need to be made regarding these corporate actions, the Company has accounted for them effective April 26, 2002. On April 26, 2002, EliteJet Nevada, through a reverse triangular merger, became the accounting parent and the legal subsidiary of Return Assured Delaware. Return Assured Delaware issued 7,000,000 shares of its stock to the shareholder of EliteJet Nevada in exchange for his shares of EliteJet Nevada in the Merger Transaction. On April 25, 2002, Return Assured Delaware's assets amounted to $2,795,724, liabilities amounted to $1,221,355 and Redeemable Preferred Stock amounted to $2,828,873. Return Assured Delaware's name will now be EliteJet, Inc. ("EliteJet Delaware"), a Delaware corporation. As a result, the former subsidiaries of Return Assured Delaware became wholly owned subsidiaries of EliteJet Delaware. The merger was accounted for as a capital transaction, accompanied by a recapitalization. The consolidated statements of operations and cash flows include the activity of Return Assured Delaware and its subsidiaries only since the date of the merger. The consolidated financial statements include the following companies, EliteJet Nevada, EliteJet Delaware, Elite Jet Partners, Return Assured Incorporated (a Nevada Corporation) ("Return Assured Nevada"), and Edutec Computer Education Institute, Inc. ("Edutec") (collectively, the "Company"). At the date of the merger, Return Assured Nevada and Edutec were inactive companies. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has sustained recurring net losses, and has a shareholders' deficit. In addition, the holders of the preferred stock currently have the right to redeem their shares for cash in an amount which exceeds currently available funds. Page G-6 For comparability, certain 2001 amounts have been reclassified, where appropriate, to conform to the financial statement presentation used in 2002. The consolidated financial statements have been prepared without audit pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed of omitted pursuant to such rules and regulations. The interim financial statements include all adjustments consisting only of normal recurring accruals which, in the opinion of management, are necessary to ensure that the financial statements are not misleading. Cash in escrow denotes cash being held by an attorney. These amounts are not considered restricted because these funds are subject to withdrawal by the Company at the Company's option. Amounts due to shareholder represents funds advanced to the Company from the Company's majority shareholder, who is also an officer of the Company. These amounts are non-interest bearing and have no specific repayment terms. 2. CONTINGENCIES: The Company was named in a lawsuit against Internet Business International, Inc. by Michael Rose, et al, in Orange County California Superior Court. The lawsuit alleges that the Company breached a contract to pay a finder's fee on the merger transaction. It is the Company's position that no liability exists, and the Company intends to vigorously defend the suit. If the Company is unsuccessful in defending this suit, the Company could incur a loss of $750,000. A legal proceeding is pending against the Company and two former officers, by a former officer of a subsidiary of Return Assured Delaware. This former officer of the Company's subsidiary is claiming that he is entitled to receive shares from the Company for contributions he made in founding Return Assured Delaware. It is the Company's position that its defense has merit. The two former officers of the Company have escrowed 780,000 shares of the Company's common stock they own to secure the claim if it is successful. Several other lawsuits have been asserted against the Company for amounts which are not material to the Company's results of operations or financial position. The Company believes that its defense of such suits have merit. The aggregate of the amount claimed against the Company under these other lawsuits is approximately $60,000. Since, in the opinion of management, estimated losses under legal proceedings were not probable, no accrual is required in accordance with Statement of Financial Accounting Standards No. 5. Page G-7 3. PRO FORMA INFORMATION: The following pro forma information assumes that the acquisition had occurred at the beginning of the periods presented:

4. SECURED CONVERTIBLE NOTE: On April 23, 2002, the Company received $350,000 in exchange for a secured convertible note. The holder of the note is entitled to 50 hours of private flying service valued at $100,000 in lieu of interest which equates to an interest rate of approximately 29% and is being recorded as interest expense over the term of the loan. The note is due on April 23, 2003. On the due date of the loan, the holders have the option to convert the note into shares of the Company. The conversion price shall be the lesser of $3.00 or the average of the three lowest closing price of the Company's common stock for the 40 days immediately preceding the conversion date. The loan is secured by substantially all of the assets of the Company subject to the security on the long-term debt. 5. MINORITY INTEREST: During 2001, the Company sold a 2% interest in Elite Jet Partners to a previously unrelated third party (the "client") in return for the use of private aircraft for 50 hours per year valued at $300,000. The client can sell its ownership percentage to the Company at any time after two years for 85% of its initial investment. As such, the company records minority interest for this investment at 85% of the client's initial investment, which is $255,000. 6. REDEEMABLE PREFERRED STOCK The Company's redeemable preferred stock ("The Preferred Shares") carry a dividend rate of 1%, of which approximately $61,000 is accrued and in arrears at June 30, 2002. The Preferred Shares are convertible at the lesser of the three lowest per share market value prices for the previous 45-day period preceding the conversion date or $3.00. Per share market price is defined as the closing bid prices of the Company's common shares. The preferred shares are redeemable based on factors outside the Company's control. At June 30, 2002, these factors had been met and as such, the preferred shares can be redeemed at any time for cash at the holder's option. Page G-8 PRO FORMA FINANCIAL INFORMATION UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS The following unaudited consolidated pro forma financial statements give effect to the acquisition by Return Assured Incorporated ("Return Assured") of EliteJet, Inc. ("EliteJet"). This transaction has been accounted for as a reverse acquisition with EliteJet as the accounting acquiror. The annual unaudited pro forma consolidated statements of operations give effect to this transaction between Return Assured and EliteJet by combining the results of operations of Return Assured for the twelve months ended November 30, 2001 with the results of EliteJet for the year ended December 31, 2001. Due to the difference in year ends, the results of operations for the three months ended November 30, 2000 of Return Assured have been removed from and the results of operations for the three months ended November 30, 2001 have been added to Return Assured's results of operations for their fiscal year ended August 31, 2001 in order to present twelve month results. The effective date of this acquisition was deemed to be April 26, 2002. Therefore, the results of operations of Return Assured from April 26, 2002 have been included in the consolidated results of operations of EliteJet. The interim unaudited pro forma consolidated statements of operations give effect to this transaction between Return Assured and EliteJet by combining the results of operations of EliteJet for the six months ended June 30, 2002 and the results of operations of Return Assured for the period December 1, 2001 to April 25, 2002 as if the transactions had occurred on January 1, 2002. Due to the difference in year ends, the results of operations of Return Assured are shown for a seven month period while the results of EliteJet are shown for a six month period. The additional month of operations of Return Assured shown is immaterial to the financial statements taken as a whole. During the year ended December 31, 2001 and the six months ended June 30, 2002, the consolidated pro forma statements of operations also give effect to a reverse split of Return Assured common stock, on a 1 for 60 basis, which will be effective prior to the closing of the acquisition. The unaudited pro forma consolidated financial statements are based on the estimates and assumptions set forth in the notes to these financial statements, which have been made solely for purposes of developing this pro forma information. The unaudited pro forma consolidated financial statements are not necessarily an indication of the results that would have been achieved had such transactions been consummated as of the dates indicated or that may be achieved in the future. These unaudited pro forma combined consolidated financial statements should be read in conjunction with the historical financial statements and related notes of Return Assured and EliteJet. Page H-1

Page H-2 Return Assured Incorporated and Subsidiaries Notes to unaudited Pro Forma Consolidated Statement of Operations For the year ended December 31, 2001 The pro forma consolidated statement of operations of Return Assured and EliteJet gives effect to the issuance of Return Assured common stock in exchange for all the outstanding stock of EliteJet as if it had occurred on January 1, 2001. 1. Adjustment to the historical financial statements of Return Assured to reflect the one for sixty reverse stock split. 2. Pro forma net income per share is computed by dividing the pro forma net income by Return Assured's weighted average number of shares and the issuance of 7,000,000 shares of common stock to the shareholders of EliteJet in exchange for all the outstanding common stock of EliteJet. Incremental shares from the effect of options, warrants and convertible preferred stock have not been included in the weighted average shares calculation on a diluted basis as the effect would have been anti-dilutive. Page H-3

Page H-4 Return Assured Incorporated and Subsidiaries Notes to unaudited Pro Forma Consolidated Statement of Operations For the six months ended June 30, 2002 The pro forma consolidated statement of operations of Return Assured and EliteJet gives effect to the issuance of Return Assured common stock in exchange for all the outstanding stock of EliteJet as if it had occurred on January 1, 2002. The one for sixty reverse stock split and the issuance of 7,000,000 shares of common stock to the shareholders of EliteJet in exchange for all the outstanding common stock of EliteJet have been accounted for in the historical consolidated financial statements for the six months ended June 30, 2002 and therefore no additional pro forma adjustments were necessary. Page H-5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ELITEJET, INC. FOR THE PERIOD ENDED DECEMBER 31, 2001 OVERVIEW We are in the business of operating a fractional aircraft ownership program. We sell ownership interests in a limited liability company which entitles the purchaser to utilize our aircraft for a specified number of flight hours per annum. In addition, we provide management, ground support and flight operation services to customers after the sale. Our revenues derive from the sale of management and usage fees charged to clients in connection with flight operations. We also derive revenues from our sky club program in which customers prepay for flight time on an hourly basis. We place great emphasis on customer service. Our programs are designed to offer customers guaranteed availability of aircraft, lower and predictable operating costs and liquidity. We were incorporated during the fourth quarter of 1999 and commenced operations in 2000. We did not realize operating income from our charter services during calendar year 2000. We began to realize income from our charter services during 2001. This transaction is accounted for as a reverse acquisition with EliteJet, Inc. being the accounting acquirer. We derive our revenue primarily from the charter of our aircraft. Interests in our controlled LLC are sold to customers who pay our management and hourly fees. We derive revenue from charging our owner-customers three types of fees: - Monthly management fees which are a portion of monthly shared fixed expenses; - Hourly fees for actual flight time; and - Miscellaneous fees, such as catering. Our management fees were $92,500 during calendar year 2001 and $135,675 during the first quarter of 2002. Hourly flight charges were $1,181,778 during calendar year 2001 and $307,454 during the first quarter of 2002. Miscellaneous fees were not significant during these periods. We have low operating expenses because we operate a single type of aircraft, have a highly productive workforce and use advanced technologies. The largest components of our cost of sales are aircraft fuel and pilot costs. The largest components of our operating expenses are salaries, wages and benefits provided to our employees. Sales and marketing expenses include advertising, promotion and client entertainment. Maintenance materials and repairs are expensed when incurred. Because the average age of our aircraft is about twenty-two years, all of our aircraft require less maintenance now than they will in the future. Our maintenance costs will increase, both on an absolute basis and as a percentage of our unit costs, as our fleet ages. Other costs of sale and operating expenses consist of depreciation, certain purchased services, insurance, passenger refreshments, personnel expenses, communication costs, supplies and taxes other than payroll taxes. Page 3 RECENT DEVELOPMENTS On April 26, 2002 Return Assured Incorporated, agreed to acquire all of the stock of EliteJet, Inc. This transaction gave us access to all of the cash on hand of Return Assured to continue our aircraft charter business. RESULTS OF OPERATIONS The following discussion of our results of operations, and liquidity and capital resources, concerns our fractional aircraft ownership program. Our discussion of liquidity and capital resources relates to our financial condition following the acquisition of all of the outstanding shares of EliteJet by Return Assured. FISCAL YEAR 2001 COMPARED TO FISCAL YEAR 2000 OPERATING INCOME Operating income increased from $0 during the year ended December 31, 2000 to $1,328,980 during the year ended December 31, 2001. The increase was due to the commencement of charter operations during 2001 while 2000 was devoted to gearing up the business for future operations. Cost of revenue increased from $87,048 in the period ending December 31, 2000 to $901,688 in the period ending December 31, 2001. This increase corresponded to our commencement of charter operations during 2001. Cost of revenues during the 2000 period related to income that was not realized until the 2001 period. OPERATING EXPENSES Operating expenses consist of selling expenses, general and administrative expenses, and depreciation expense. Selling expenses were $110,647 during the year ended December 31, 2000 and $78,851 during the year ended December 31, 2001. The slight decrease was based on a decision to conserve cash for equipment and other hard costs. General and administrative expenses increased from $174,236 during the 2000 period to $258,791 during the 2001 period. This increase of approximately 64% was due to the increased hiring of staff and professional development, and the establishment of our executive offices during the 2001 period. Depreciation expenses increased from $581,261 during the 2000 period to $785,232 during the 2001 period. This increase was due to the inclusion of a full year of depreciation expense for our aircraft during the 2001 period and only a partial year of depreciation during 2000. LOSS FROM OPERATIONS During the years ended December 31, 2000 and 2001, our losses from operations were $953,192 and $695,582, respectively. The loss in the 2000 period was due to our start-up of operations during that period without any corresponding income from charter services. During 2001, we realized income from operations of approximately $1,329,000 but corresponding increases in cost of sales and operating expenses resulted in our loss during this period. Page 4 OTHER EXPENSES During the year ended December 31, 2001, other expenses increased slightly to $176,172 from $151,143 during the period ended December 31, 2000. These other expenses consist primarily of interest, and remained relatively constant as there was more borrowing at lower interest rates. LIQUIDITY AND CAPITAL RESOURCES WORKING CAPITAL As of December 31, 2001, we had cash of $341,899 and accounts receivable of $220,053. At the end of our first quarter during our current fiscal year, on March 31, 2002, we had a cash overdraft of $1,882 and accounts receivable of $42,116. We recognized the need for immediate capital in order to continue operations. After exploring all of our alternatives, we entered into the transaction with Return Assured under which Return Assured acquired all of our outstanding stock. On a pro forma basis, combining our assets with those of Return Assured as of March 31, 2002, our cash was $2,808,056 and our accounts receivable were $42,116. These amounts represented substantially all of our current assets. Our current liabilities were $917,326 and $536,860 as of the quarter ended March 31, 2002 and the year ended December 31, 2001, respectively. Our cash on hand should be adequate to pay all current liabilities as they become due. Cash will be used to pay all of our operating expenses. Aircraft will in all likelihood not be acquired unless they can be leased or obtained with seller or third party financing. Acquisition of aircraft by these methods, as compared to being purchased for cash, allows us to pay for the cost of aircraft over time as income from charter operations is earned. INVESTING ACTIVITIES During the fiscal years ended December 31, 2000 and 2001 our income from investing activities was negligible. Commencing with the completion of the transaction with Return Assured we intend to invest our cash in certificates of deposit, money market funds and other insured investments paying a fixed rate of interest. We do not intend to use our cash to make investments in other businesses. FINANCING ACTIVITIES Our financing activities have consisted primarily of issuances of common stock, sale of limited liability company interests in our controlled limited liability company and long term debt. During the year ended December 31, 2000, we received $2,114,882 from the issuance of common stock and $2,449,073 from long term loans. All of the stock issuances and loans came from our founder, Scott Walker. We do not anticipate that Mr. Walker will purchase any more of our stock or make any loans to the company in the next two years. During the year ended December 31, 2001, we received $300,000 from the sale of limited liability company units. We expect to realize substantial financing from the sale of these units in the remainder of 2002 and thereafter. It is Page 5 through the sale of these units that customers join our fractional share ownership program. CAPITAL RESOURCES Our primary capital resource is our cash on hand. Additional aircraft will not be obtained unless they are available on terms which will allow us to finance their acquisition. If necessary we believe we can raise additional funds through the sale of common or preferred stock in one or more private placements. We do not anticipate that we will be able to obtain debt financing except for secured debt incurred in acquiring aircraft. Page 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ELITEJET HOLDINGS, INC. FOR THE PERIOD ENDED JUNE 30, 2002. OVERVIEW We are in the business of operating a fractional aircraft ownership program. We sell ownership interests in a limited liability company which entitles the purchaser to utilize our aircraft for a specified number of flight hours per annum. In addition, we provide management, ground support and flight operation services to customers after the sale. Our revenues derive from management and usage fees charged to clients in connection with flight operations. We also derive revenues from our sky club program in which customers prepay for flight time on an hourly basis. We place great emphasis on customer service. Our programs are designed to offer customers guaranteed availability of aircraft, lower and predictable operating costs and liquidity. We were incorporated during the fourth quarter of 1999 and commenced operations in 2000. We did not realize operating income from our charter services during calendar year 2000. We began to realize income from our charter services during 2001. We derive our revenue primarily from the charter of our aircraft. Interests in our controlled LLC are sold to customers who pay our management and hourly fees. We derive revenue from charging our owner-customers three types of fees: - Monthly management fees which are a portion of monthly shared fixed expenses; - Hourly fees for actual flight time; and - Miscellaneous fees, such as catering. We have low operating expenses because we operate a single type of aircraft, have a highly productive workforce and use advanced technologies. The largest components of our cost of sales are aircraft fuel and pilot costs. The largest components of our operating expenses are salaries, wages and benefits provided to our employees. Sales and marketing expenses include advertising, promotion and client entertainment. Maintenance materials and repairs are expensed when incurred. Because the average age of our aircraft is about twenty-two years, all of our aircraft require less maintenance now than they will in the future. Our maintenance costs will increase, both on an absolute basis and as a percentage of our unit costs, as our fleet ages. Other costs of sale and operating expenses consist of depreciation, certain purchased services, insurance, passenger refreshments, personnel expenses, communication costs, supplies and taxes other than payroll taxes. RECENT DEVELOPMENTS On April 26, 2002, our predecessor company, Return Assured Incorporated, agreed to acquire all of the stock of EliteJet, Inc. This transaction gave us access to all of the cash on hand of Return Assured to continue our aircraft Page 7 charter business. This transaction is accounted for as a reverse acquisition with EliteJet, Inc. being the accounting acquirer. RESULTS OF OPERATIONS The following discussion of our results of operations, and liquidity and capital resources, concerns our fractional aircraft ownership program. We have not discussed any of the results of our discontinued operations. Our discussion of liquidity and capital resources relates to our financial condition following the acquisition of all of the outstanding shares of EliteJet by our predecessor company. Three Months Ended June 30, 2002 Compared to Three Months Ended June 30, 2001 Charter Revenue Charter revenue increased from $132,990 during the three months ended June 30, 2001 to $877,349 during the three months ended June 30, 2002. The increase was due to the commencement of charter operations during 2001 while during 2002 we were fully operational during the entire three month period. Cost of sales increased from $99,548 during the three months ended June 30, 2001 to $461,266 during the three months ended June 30, 2002. This increase corresponded to our becoming fully operational during 2002. Operating Expenses Operating expenses consist of selling expenses, general and administrative expenses, and depreciation expense. Operating expenses were $537,484 during the three months ended June 30, 2001 and $625,403 during the three months ended June 30, 2002. The slight increase was based on increased operations offset by a decision to conserve cash for equipment and other hard costs. Loss From Operations During the three month periods ended June 30, 2001 and June 30, 2002, our losses from operations were $504,042 and $209,320, respectively. The loss in the 2001 period was due to our start-up of operations during that period without any corresponding income from charter services. During the 2002 period we realized income from operations of approximately $877,000 but corresponding increases in cost of sales and operating expenses resulted in our loss during this period. Other Expenses Other expenses were $38,790 during the three months ended June 30, 2001 and $979 during the three months ended June 30, 2002. These other expenses consist primarily of interest, and reflect a reduced level of borrowing. Page 8 Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001 Charter Revenue Charter Revenue increased from $132,990 during the six months ended June 30, 2001 to $1,324,316 during the six months ended June 30, 2002. The increase was due to the commencement of charter operations during 2001 while during 2002 we were fully operational during the entire six month period. Cost of sales increased from $169,413 during the six months ended June 30, 2001 to $1,128,663 during the six months ended June 30, 2002. This increase corresponded to our becoming fully operational during 2002. Operating Expenses Operating expenses consist of selling expenses, general and administrative expenses, and depreciation expense. Operating expenses were $782,830 during the six months ended June 30, 2001 and $1,128,668 during the six months ended June 30, 2002. The increase was based on increased operations offset by a decision to conserve cash for equipment and other hard costs. Loss From Operations During the six month periods ended June 30, 2001 and June 30, 2002, our Losses from operations were $819,253 and $812,306, respectively. The loss in the 2001 period was due to our start-up of operations during that period without any corresponding income from charter services. During the 2002 period we realized income from operations of $1,324,316 but corresponding increases in cost of sales and operating expenses resulted in our loss during this period. Other Expenses Other expenses were $91,492 during the six months ended June 30, 2001 and $100,831 during the six months ended June 30, 2002. These other expenses consist primarily of interest, and reflect an increased level of borrowing. LIQUIDITY AND CAPITAL RESOURCES Working Capital As of December 31, 2001, we had cash of $341,899 and accounts receivable of $220,053. At the end of our first quarter, on March 31, 2002, we had a cash overdraft of $1,882 and accounts receivable of $42,116. We recognized the need for immediate capital in order to continue operations. After exploring all of our alternatives, we entered into the transaction with Return Assured under which Return Assured acquired all of our outstanding stock. As of June 30, 2002, we had cash of $49,060 and unrestricted cash held by an attorney of $2,791,752. As of June 30, 2002, our current assets on a consolidated basis consisted primarily of cash of approximately $2,841,000 and accounts receivable of approximately $179,000, a total of approximately $3,020,000. Our current trade payables and accrued liabilities as of June 30, 2002 were approximately $1,756,000. Our working capital of approximately $1,264,000 and charter revenue will be our primary capital resources. Page 9 Cash will be used to pay all of our operating expenses. Aircraft will in all likelihood not be acquired unless they can be leased or obtained with seller or third party financing. Acquisition of aircraft by these methods, as compared to being purchased for cash, allows us to pay for the cost of aircraft over time as income from charter operations is received. Financing Activities Our financing activities have consisted primarily of issuances of common stock, sale of limited liability company interests in our controlled limited liability company and long term debt. During the six months ended June 30, 2002, we borrowed $340,000 from a third party lender and $100,000 from the Small Business Administration. During the year ended December 31, 2001, we received $300,000 from the sale of limited liability company units. We did not receive any amounts from the sale of limited liability company units during the six months ended June 30, 2002. We expect to realize substantial financing from the sale of these units in the remainder of 2002 and thereafter. It is through the sale of these units that customers join our fractional share ownership program. Capital Resources Our primary capital resource is our cash on hand. Additional aircraft will not be obtained unless they are available on terms that will allow us to finance their acquisition. If necessary we believe we can raise additional funds through the sale of common or preferred stock in one or more private placements. We do not anticipate that we will be able to obtain debt financing except for secured debt incurred in acquiring aircraft. Going Concern Qualification In its review of our financial statements for the period ended June 30, 2002 included in this report, our independent accountant's have noted factors which raise substantial doubt about our ability to continue as a going concern. These factors include that we have sustained recurring net operating losses and have a shareholders' deficit. In addition, holders of preferred stock have the right to redeem their shares for cash in an amount which exceeds available funds. Management believes that our access to the cash on hand of Return Assured will provide us with the working capital to continue our aircraft charter business. Management also believes that our preferred shareholders will not seek to redeem their shares out of funds needed for our continued operation. NEW ACCOUNTING STANDARDS In June 2001, the Financial Accounting Standards Board issued Statement No. 141, "Business Combinations" and Statement No. 142, "Goodwill and Other Intangible Assets". These statements become effective for us on July 1, 2001 for Statement No. 141 and January 1, 2002 for Statement No. 142. Page 10 In June 2001, the Financial Accounting Standards Board also issued Statement No. 143 "Accounting For Asset Retirement Obligations" and in August, 2001, Statement No. 144 "Accounting For Impairment and Disposal of Long Lived Assets". Statement No. 143 will change the accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. In August 2001, the FASB issued SFAS No. 144 Accounting for the Impairment of Long-Lived Assets. SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years, with early application encouraged. In May 2002, the Financial Accounting Standards Board issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB No. 13, and Technical Corrections (SFAS No. 145). SFAS No. 145 eliminates Statement 4 (and Statement 64, as it amends Statement 4, which requires gains and losses from the extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect. The criteria in APB Opinion No. 30 will now be used to classify those gains and losses. SFAS No. 145 amends FASB Statement No. 13 to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. We are in the process of analyzing SFAS No. 141 through 145. Management cannot currently assess what effect the adoption of these pronouncements will have on our financial position or results of operations. Page 11 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. RETURN ASSURED INCORPORATED Date: September 18, 2002 By: /s/ Scott Walker ------------------ Scott Walker President Page 12

RETURN ASSURED INC 8-K/A