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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 2, 2000
WAREFORCE.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 333-82327 87-0542988
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2361 Rosecrans Blvd., Suite 155, El Segundo, California 90242
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (310) 725-5555
Not applicable
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 2, 2000, Wareforce.com, Inc., a Nevada corporation (the
"Registrant") acquired certain assets of Pacific Online Computers, Inc., a
California corporation (the "Seller") pursuant to an Asset Purchase Agreement
(the "Agreement") dated as of June 2, 2000 by and between the Registrant and the
Seller.
The purchase price consisted of a combination of $1.3 million in cash, a
$1.2 million note payable and the assumption of approximately $160,000 in
liabilities. The note payable is contingent upon meeting certain performance
requirements (as defined in the Agreement). The calculation is done monthly with
a maximum earn out of $25,000 per month through October 2002.
The assets purchased included fixed and intangible assets. Liabilities
assumed were the accrued vacation of the Seller's employee's that the registrant
hired. In addition, the Registrant assumed the Seller's customer contracts and
employed virtually all of the Sellers 120 employees.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The financial statements of Pacific Online Computers, Inc.
as of December 13, 1999 and 1998 to include its Balance
Sheets, Statements of Operations, Statements of
Stockholders' Equity (Deficit) and Statements of Cash Flows
as filed as Exhibit 99.1 to this Current Report or Form 8-K
(c) Exhibits.
2.2 Asset Purchase Agreement dated June 2, 2000 by and between the
Registrant and the Seller.
10.20 Promissory Note
20.1 Press Release dated June 2, 2000 announcing the Acquisition
23.1 Consent of Stonefield Josephson, Inc., Independent Auditors of
Pacific Online Computers, Inc.
99.1 Financial Statements of Pacific Online Computers, Inc.
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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.
WAREFORCE.COM, INC.
a Nevada corporation
Date: November 10, 2000 By: /s/ Orie Rechtman
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Name: Orie Rechtman
Title: Principal Executive Officer
and Chairman of the Board
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