<PAGE> 1
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the quarterly period ended June 30, 2000.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to ____________.
Commission file number 0-27418
eLINEAR, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 76-0478045
--------------------------------- ---------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
2 Urban Center Suite 600
4890 West Kennedy Boulevard
Tampa, Florida 33609
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 637-3591
Kinetiks.com, Inc.
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(Former Name, if Changed Since Last Report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for shorter period
that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity as of August 7, 2000; 17,500,000 shares of common stock, $.001 par value
per share.
<PAGE> 2
INDEX
<TABLE>
<S> <C>
Part I. Financial Information*
Item 1. Condensed Financial Statements (Unaudited)
Balance Sheets 2
Statements of Operations 3
Statement of Stockholders' Equity 4
Statements of Cash Flows 5
Notes to Condensed Financial Statements
(Unaudited) 6
Item 2. Management's Discussion and Analysis of Plan
Operation 9
Part II. Other Information
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 12
</TABLE>
*The accompanying financial information is not covered by an Independent
Certified Public Accountant's Report.
<PAGE> 3
ITEM 1: FINANCIAL STATEMENTS
eLinear, Inc.
and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
-------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash
equivalents $ 416,610 $ 939,493
Accounts receivable, net 240,395 32,490
Other current assets 23,832 3,000
--------- ----------
Total current assets 680,837 974,983
--------- ----------
Property and equipment, net 132,471 38,423
Other assets 3,121 7,547
--------- ----------
Total assets $ 816,429 $1,020,953
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 49,555 $ 38,384
Accrued liabilities 36,535 8,956
Deferred income -- 9,250
--------- ----------
Total current liabilities 86,090 56,590
--------- ----------
Commitments -- --
Stockholders' equity:
Preferred stock; $.001 par value; 500,000 shares authorized; shares
outstanding -2000, 0; 1999, 250,000 -- 250
Common stock; $.001 par value; 20,000,000 shares
authorized; 17,500,000 outstanding 17,500 17,500
Additional paid in capital 950,495 948,650
Accumulated deficit (237,656) (2,037)
--------- ---------
Total stockholders' equity 730,339 964,363
--------- ---------
Total liabilities and stockholders' equity $ 816,429 $1,020,953
========= ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE> 4
eLinear, Inc.
and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
----------------------------- -----------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenues 506,622 355,500 861,181 535,300
Operating expenses:
Wages and benefits 416,601 60,007 625,121 100,578
Professional services 103,612 887 128,871 1,837
Travel and entertainment 51,468 12,218 76,434 23,739
Rent 46,355 4,319 70,671 5,518
Sales and marketing 48,477 610 118,872 1,142
Insurance -- 654 8,218 899
Telephone 13,919 1,430 20,955 5,135
Depreciation 7,987 -- 13,476 --
Other 30,911 3,522 47,531 6,440
----------- ----------- ----------- -----------
Total operating expenses 719,330 83,647 1,110,149 145,288
----------- ----------- ----------- -----------
Income (loss) from operations (212,708) 271,853 (248,968) 390,012
----------- ----------- ----------- -----------
Other income (expense):
Interest income 7,401 1,679 12,960 1,679
Other income (expense) 217 (2,446) 389 (3,229)
----------- ----------- ----------- -----------
Income (loss) before income taxes or
proforma income tax (205,090) 271,086 (235,619) 388,462
Income taxes (Proforma income tax expense) -- (97,591) -- (139,846)
----------- ----------- ----------- -----------
(Net loss) proforma net income (205,090) 173,495 (235,619) 248,616
----------- ----------- ----------- -----------
Basic and diluted earnings (loss)
per share (proforma for 1999) $ (.01) $ .01 $ (.01) $ .01
=========== =========== =========== ===========
Weighted average shares outstanding:
Basic 27,939,560 26,774,013 28,975,410 26,774,013
=========== =========== =========== ===========
Diluted 27,939,560 28,715,263 30,680,157 28,715,263
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
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eLinear, Inc.
and Subsidiaries
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Additional
Common Preferred Paid In Accumulated
Stock Amount Stock Amount Capital Deficit Total
---------- ---------- --------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance,
Jan 1, 2000 17,500,000 $ 17,500 250,000 $ 250 $ 948,650 $ (2,037) $ 964,363
Issuance of
stock options -- -- -- -- 1,595 -- 1,595
Retirement of
preferred shares -- -- (250,000) (250) 250 -- --
Net loss for the
period 0 0 0 0 0 (235,619) (235,619)
---------- ---------- ------- ---------- ---------- ---------- ----------
Balance,
June 30, 2000 17,500,000 $ 17,500 -- $ -- $ 950,495 $ (237,656) $ 730,339
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE> 6
eLinear, Inc.
and Subsidiaries
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months ended June 30,
-----------------------------
2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(235,619) $ 248,616
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Stock-based compensation 1,595 --
Depreciation 13,476 --
Changes in operating assets and liabilities:
Accounts receivable (36,905) (202,617)
Advances to employees 1,250 --
Other assets (17,656) (3,121)
Accounts payable 11,171 (8,512)
Accrued expenses 27,579 127,960
Deferred income (9,250) --
--------- ---------
Net cash provided by (used in) operating
activities (244,359) 162,326
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (107,524) (7,690)
--------- ---------
Net cash used in investing activities (107,524) (7,690)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution to "S" corporation stockholders -- (53,279)
Payment on due to stockholders (171,000) --
--------- ---------
Net cash used in financing activities (171,000) (53,279)
--------- ---------
Net increase (decrease) in cash and cash equivalents (522,883) 101,357
--------- ---------
Cash and cash equivalents at beginning of
period 939,493 36,269
========= =========
Cash and cash equivalents at end of period $ 416,610 $ 137,626
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
5
<PAGE> 7
eLinear, Inc.
and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited)
1. The financial statements and notes thereto should be read in
conjunction with the financial statements and notes for the year ended
December 31, 1999.
2. In the opinion of management, all adjustments (consisting only of
normal recurring accruals) necessary for a fair presentation of the results of
operations for the period presented have been included. The results of
operations for the six months ended June 30, 2000 and 1999 are not necessarily
indicative of the results for a full year.
3. Background of company and basis of presentation
In October 1999, Imagenuity, Inc. ("Imagenuity") executed an Agreement
and Plan of Merger (the "Plan") with Kinetiks.com, Inc. ("Kinetiks") and
Kinetiks' wholly owned subsidiary, eLinear Corporation. The Plan was subject to
Kinetiks successfully completing a private placement in the amount of $1,000,000
from the sale of 2,500,000 shares of Kinetiks common stock, the execution of an
Inducement Agreement whereby two shareholders of Kinetiks were to deliver a
written indemnity by which these two shareholders assumed and agreed to hold
Kinetiks, eLinear and Imagenuity and their officers, directors and shareholders
harmless from Kinetiks liabilities, and due diligence. Additionally, the Plan
required that the sole shareholder of Imagenuity indemnify Kinetiks and eLinear
from and against any and all loss, liability, damage and expense suffered or
incurred by Kinetiks or eLinear resulting from or arising out of the defense of
the threatened action by a former shareholder of Imagenuity. In satisfaction of
the requirement, the sole shareholder of Imagenuity delivered to Kinetiks and
eLinear an Indemnification and Pledge Agreement covering 4,500,000 shares of
stock.
The requirements of the Plan were satisfied on December 9, 1999;
accordingly, Imagenuity was entitled to receive 22,500,000 shares of Kinetiks
common stock. Because the authorized number of common shares of Kinetiks was
insufficient to satisfy the number of shares to be issued to the sole
shareholder of Imagenuity, Kinetiks issued 10,000,000 shares of its common stock
and 250,000 shares of its preferred stock, that is convertible into 12,500,000
shares of its common stock.
The Plan also provided that since Imagenuity was an S corporation for
income tax purposes, the sole shareholder of Imagenuity was entitled to receive
distributions of approximately $315,000, to satisfy the income taxes that would
be allocated to this shareholder. Imagenuity paid this shareholder approximately
$144,000 in October 1999, and paid the remaining portion in the amount of
approximately $171,000 in February 2000.
This reorganization has been accounted for as though it were a
recapitalization of Imagenuity and a sale of shares by Imagenuity in exchange
for the net assets of Kinetiks.
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Upon the completion of the merger, Imagenuity terminated its S
corporation status for income tax purposes. The accompanying 1999 financial
statements include proforma income tax expense in the statement of operations
which presents the income tax expense that would have been recorded had
Imagenuity not been a pass through entity for income tax purposes.
On July __, 2000, Kinetiks changed its name to eLinear, Inc. (the
"Company").
4. Major customer information:
During the six months ended June 30, 2000, the Company generated
revenues from two customers that represented 58% and 18% of total sales,
respectively. One customer comprised 91% of revenues for the six months ended
June 30, 1999.
5. Litigation
A former employee of Imagenuity filed a lawsuit against Imagenuity
alleging breach of his employment agreement and filed suit against Kinetiks
alleging breach of its fiduciary obligation to deliver the proportionate number
of shares that the former employee claims is due to him pursuant to the merger
with Kinetiks. The lawsuit demands judgment against Imagenuity and Kinetiks that
would require Imagenuity and Kinetiks to deliver to the former employee 20% of
the issued and outstanding shares of stock of Imagenuity or its equivalent in
shares of Kinetiks. eLinear has filed an action against the former employee
requesting a declaratory judgment that the former employee's interest in
Imagenuity was terminated effective October 4, 1999. The Company believes that
the former employee's action is without merit and plans to vigorously defend the
suit. eLinear believes that should it be unsuccessful in defending the suit, an
unfavorable outcome would not have a material impact on the financial statements
taken as a whole.
6. Stock Option Plan
On March 31, 2000, Kinetiks' board of directors approved the 2000 Stock
Option Plan (the "Plan") under which up to 4,000,000 shares of Kinetiks common
stock may be issued. Under the Plan, incentive and nonqualified stock options
may be granted to employees, directors, and consultants of Kinetiks. Incentive
stock options are granted at an exercise price of not less than 100% (110% for
individuals owning 10% or more of the Kinetiks common stock at the time of
grant) of the stock's fair market value at the time of grant. Nonqualified stock
options may be granted at an exercise price determined by Kinetiks.
Pursuant to the plan, during April 2000, Kinetiks granted 1,400,000
incentive stock options and 300,000 nonqualified stock options to various
employees, directors and consultants. The options generally vest over a
four-year period and expire ten years from the date of grant. The exercise price
of the options granted was $1.97, which approximated the fair market value at
the date of grant.
Additionally in April 2000, Kinetiks granted 3,800,000 nonqualified
options to employees not pursuant to any plan. These options vest over a
one-year period and expire ten years from the date of grant. The exercise price
of these options was $1.97, which approximated the fair market value
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<PAGE> 9
at the date of grant.
The Company recognized compensation expense to non-employee directors
of approximately $1,600 in the second quarter of 2000 associated with the
issuance of 100,000 of these options. Had the accounting provisions of FAS 123
been adopted for options issued to employees, compensation expense of
approximately $83,000 would have been recorded in the second quarter of 2000
determined based on the Black-Scholes option pricing model, and net loss for the
three and six months ended June 30, 2000 would have been ($288,368) and
($318,897), respectively. There would have been no effect on net loss per share
for either period.
7. Surrender of Preferred Stock
On June 15, 2000, all 250,000 preferred shares of the Company's $.001
par value Series A Convertible Preferred Stock, owned by the primary
stockholder, were voluntarily surrendered for cancellation by the Company.
These shares were convertible into 12,500,000 shares of common stock and had
voting rights equal to 12,500,000 shares of common stock. The effect of this
transaction increased additional paid-in capital by the book value of the
preferred stock and eliminated the dilutive effect on the Company's common
stock.
8. Other
On April 12, 2000, Kinetiks entered into a Letter of Agreement for a
Private Equity Line (the "Agreement") of Common Stock with Swartz Private Equity
("Swartz.") The Agreement provided that Swartz, upon satisfactory completion of
due diligence and the execution of a definitive agreement, would make a firm
commitment to purchase shares of Kinetiks' common stock in a private placement
at a purchase price equal to 92% of the market price, as defined, and resell
these shares under a qualified prospectus. This Agreement was subject to various
contingencies and Kinetiks made no assurances that it would successfully
negotiate a definitive agreement or complete a registration statement. The
Agreement was terminated on June 1, 2000 prior to the execution of a definitive
agreement between the parties thereto.
On May 1, 2000, eLinear reached a tentative agreement to acquire
Genesys Development Corporation, a full service internet consulting firm based
in Louisville, Kentucky. This transaction was subject to certain conditions,
including the obtaining of satisfactory financing by Kinetiks.com of the cash
portion of the purchase price and satisfactory due diligence by eLinear's
accounting and legal teams. On July 27, 2000, the Company elected to end its
acquisition discussions with Genesys Development Corporation.
8
<PAGE> 10
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview:
eLinear, Inc. (the "Company") through its wholly-owned subsidiary eLinear
Corporation, sells Internet professional services to clients to align their
personnel, processes and systems in an electronic enterprise. An electronic
enterprise utilizes Internet-based technologies allowing clients to transact
business, communicate information and share knowledge among employees, customers
and suppliers.
We deliver our services through a consulting model that we refer to as
ROII-Return on Internet Investment. This entails analysis, design and support of
clients' strategic plans and business needs as they relate to electronic
commerce. In addition to providing complete customer Internet applications, we
also market services that solve specific business problems for clients. Those
services are based on the "develop once, sell many" template driven approach.
Typically, these services focus on the small to medium business market segment,
but they may be scaled to meet the requirements of most businesses. These
services include use of our proprietary "WebCAS" Website content management
service, and "OnePlace," an information portal service.
Results of Operations:
Revenues: Revenue for the six months ended June 30, 2000 increased $325,881
to $861,181 from $535,300 for the six months ended June 30, 1999. Revenue for
the three months ended June 30, 2000 increased $151,122 to $506,622 from
$355,500 for the three months ended June 30, 1999. This increase reflects
increases in both the size and number of client projects.
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Operating Expense: Operating Expenses for the six months ended June 30, 2000
increased $964,861 to $1,110,149 from $145,288 for the six months ended June 30,
1999. Operating expenses for the three months ended June 30, 2000 increased
$635,683 to $719,330 from $83,647 for the comparable three months ended June 30,
1999. The increase in operating expenses was due primarily to increases in
headcount, sales and marketing expense, and professional services. These
increases reflect the Company's development of appropriate corporate and
marketing functions necessary for future expansion and restructuring charges
associated with the reverse merger completed in 1999.
Liquidity and Capital Resources:
At June 30, 2000, we had $416,610 in cash and cash equivalents. We funded our
operations primarily from proceeds from the late 1999 issuance of equity
securities. For the six months ended June 30, 2000, cash used by operations was
$244,359. For the six months ended June 30, 1999, cash provided by operations
was $162,326.
For the six months ended June 30, 2000 cash used in investing activities was
$107,524. For the six months ended June 30, 1999, cash used in investing
activities was $7,690. The primary use of cash in investing activities during
the six months to June 30, 2000 and 1999 was for purchases of furniture and
equipment to build the infrastructure for anticipated future growth.
Net cash used in financing activities was $171,000 and $53,279 for the six
months ended June 30, 2000 and 1999, respectively. During the first six months
of 2000, cash used in financing activities was related to the payment due
a shareholder associated with the reverse merger completed in December 1999.
During the six months ended June 30, 1999, cash used in financing activities was
related to distributions to "S" corporation stockholders of Imagenuity, Inc.
Management expects that its current working capital will be sufficient to cover
operating activities, excluding acquisitions, during the next year. There can be
no assurance, however, that cash generated from operating activities will be
sufficient to cover our current operating activities.
We currently derive a majority of our revenues from our single largest client.
The loss of this client might have an adverse material impact on our financial
condition. We are implementing strategies and hiring additional employees in
order to diversify the client base, both geographically and by industry, to
minimize the risks associated with this concentration of
revenues. There can be no assurances, however, that these efforts will be
successful. Revenues and earnings may also fluctuate based on the number and
size of projects undertaken during any period of time.
Part II. Other Information
Item 1. Legal Proceedings
We are not a party to any material legal proceedings. Prior to completing the
merger of eLinear Corporation and Imagenuity, Inc., Imagenuity redeemed 125
shares of its stock from an officer, Chris Sweeney. Mr. Sweeney initiated an
action in Florida against Imagenuity for alleged breach of his employment
contract, which Imagenuity contends was terminable at will. We have filed an
action in Colorado requesting a declaration that Mr. Sweeney's rights as a
shareholder of Imagenuity were terminated effective October 4, 1999. In
connection with the merger of Imagenuity and eLinear Corporation, Jon V. Ludwig,
the president and majority shareholder of the Company, agreed to indemnify the
Company against all costs and losses arising from the Colorado and Florida
actions. This indemnification obligation was terminated in connection with the
cancellation of Jon V. Ludwig's 250,000 shares of preferred shares of preferred
stock of the Company.
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Item 2. Changes in Securities
On June 15, 2000, all 250,000 shares of the Company's $.001 par value
Series A Convertible Preferred Stock, owned by Jon V. Ludwig, were voluntarily
surrendered for cancellation by the Company. These shares were convertible into
12,500,000 shares of common stock and had voting rights equal to 12,500,000
shares of common stock. The effect of this transaction increased additional
paid-in capital by the book value of the preferred stock and eliminated the
dilutive effect on the Company's common stock. In exchange for such surrender
and cancellation, the Company and Jon V. Ludwig, the owner of all of such
Convertible Preferred Stock, agreed to terminate certain indemnification
obligations of Jon V. Ludwig to the Company relating to the litigation with
Chris Sweeney.
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Shareholders of the Company was held on July
27, 2000. At the meeting, the following actions were taken by the shareholders:
Jon V. Ludwig, Paul Piciocchi, Paul Thomas, William J. Daughton and
David C. Hardwicke were elected as Directors to the serve until the next annual
meeting and until their respective successors are elected and qualified or until
their earlier resignation, removal from office or death. The votes cast for and
against each were as follows:
For Against
Jon V. Ludwig 14,778,713 197,584
Paul Piciocchi 14,971,713 4,584
Paul Thomas 14,971,713 4,584
William J. Daughton 14,970,213 6,084
David C. Hardwicke 14,971,713 4,584
The amendment to the Company's Certificate of Incorporation to change
its corporate name from "Kinetiks.com, Inc." to "eLINEAR, Inc." was approved.
The voting on the proposal was as follows:
For Against Abstain
14,959,077 12,720 4,500
The amendment to the Company's Certificate of Incorporation to increase
the number of shares of Common Stock that the Company is authorized to issue
from 20,000,000 to 75,000,000 was approved. The voting on the proposal was as
follows:
For Against Abstain
14,774,730 186,117 15,450
The Company's 2000 Stock Option Plan was approved and the issuance of
4,000,000 shares of Common Stock covered by the plan was authorized. The voting
on the proposal was as follows:
For Against Abstain Not Voted
13,230,051 199,040 21,635 1,525,571
The appointment of Aidman, Piser & Company, P.A. as the Company's
independent auditors for fiscal year 2000 was ratified and approved. The voting
on the proposal was as follows:
For Against Abstain
14,968,548 1,600 6,149
Item 5. Other Information
General
Forward-Looking Statements
In addition to historical information, this Quarterly Report contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, and is thus prospective. The forward-looking
statements contained herein are subject to certain risks and uncertainties that
could cause actual results to differ materially from those reflected in the
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, competitive pressures, changing economic pressures,
those discussed in the Section entitled "Management's Discussion and Analysis or
Plan of Operation," and other factors, some of which will be outside the control
of the Company. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect events or circumstances that arise
after the date hereof. The Company undertakes no obligation to publicly revise
these forward-looking statements to reflect events or circumstances that arise
after the date hereof. Readers should refer to and carefully review the
information in future documents the Company files with the Securities and
Exchange Commission.
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(2) Agreement and Plan of Merger, dated October 11, 1999,
between the Company, eLinear Corporation and
Imagenuity, Inc. -- incorporated herein by reference
from the Company's Current Report on Form 8-K filed
with the Commission on October 25, 1999
(3)(i) Certificate of Incorporation of Kinetiks.com, Inc. --
incorporated herein by reference from the Company's
Form 10-KSB for the period ending December 31, 1995
(3)(ii) By-laws of Kinetiks.com Inc. -- incorporated herein
by reference from the Company's Form 10-KSB for the
period ending December 31, 1995
(3)(iii) Amended and Restated Certificate of Incorporation of
Kinetiks.com, Inc.
(10) Employment Agreement between the Company and Jon
Ludwig dated December, 1999 -- incorporated herein by
reference from the Company's Form 10-KSB/A filed with
the Commission on May 1, 2000
(27) Financial Data Schedule
(b) Reports on Form 8-K:
The Company filed a Form 8-K with the Commission on August 2, 2000 in
which it reported under Item 5 that it had ended its acquisition discussions
with a full-service Internet consulting firm.
The Company filed a Form 8-K with the Commission on June 30, 2000 in
which it reported under Item 5 that the President and Chief Executive Officer of
the Company had voluntarily surrendered his 250,000 shares of $.001 par value
preferred stock of the Company for cancellation by the Company.
The Company filed a Form 8-K with the Commission on June 9, 2000 in
which it reported under Item 5 that the Letter of Agreement dated April 12, 2000
for a Private Equity Line was terminated on June 1, 2000 prior to the execution
of a definitive agreement between the parties thereto.
The Company filed a Form 8-K with the Commission on May 22, 2000 in
which it reported under Item 4 that the Company's former certified accountant
agreed with the Company's change in certified accountants.
The Company filed a Form 8-K with the Commission on May 10, 2000 in
which it reported under Item 4 a change in its certifying accountants.
The Company filed a Form 8-K with the Commission on May 4, 2000 in
which it reported under Item 5 that it had entered into a letter of intent with
regard to a potential acquisition.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Kinetiks.com, Inc.
Date: 8/14/00 By: /s/ Jon V. Ludwig
------------------------------------
Jon V. Ludwig, President
13
