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):
May 25, 2000
Commission file number 0-23903
eAutoclaims.com, Inc.
--------------------
(Exact name of small business issuer as specified in its charter)
Nevada 95-4583945
------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2708 Alt. 19 N., Suite 604, Palm Harbor, Florida 34683
------------------------------------------------------
(Address of principal executive offices)
(727) 781-0414
--------------
(Issuer's telephone number)
Transformation Processing, Inc.
365 Bay Street, Toronto, Ontario M5H2V2
---------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if changed Since Last Report)
This Form 8-K/A amends the Form 8-K filed on July 5, 2000 by eAutoclaims.com,
Inc., a Nevada corporation formerly known as Transformation Processing, Inc. The
purpose of this amendment to Form 8-K is to provide financial statements and the
pro forma financial information for eAutoclaims.com, Inc., a Delaware
corporation, as required by Item 7 of Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The audited financial statements for eAutoclaims.com, Inc. (a development stage
company) as of December 31, 1999, and the related statements of operations,
stockholders' equity, and cash flows for the period from December 16, 1999
(inception) to December 31, 1999....Pages F-1 to F-8.
<PAGE>
EAUTOCLAIMS.COM, INC.
(A Development Stage Company)
TABLE OF CONTENTS
-----------------
PAGE
----
INDEPENDENT AUDITORS' REPORT F-1
FINANCIAL STATEMENTS
Balance Sheet F-2
Statement of Operations F-3
Statement of Stockholders' Equity F-4
Statement of Cash Flows F-5
Notes to Financial Statements F-6
i
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
of eAutoclaims.com Inc.
Palm Harbor, Florida
We have audited the accompanying balance sheet of eAutoclaims.com, Inc. (a
development stage company) as of December 31, 1999, and the related statements
of operations, stockholders' equity, and cash flows for the period from December
16, 1999 (inception) to December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of eAutoclaims.com, Inc. as of
December 31, 1999 and the results of its operations and its cash flows for the
period then ended, in conformity with generally accepted accounting principles.
/s/ Harper, Van Scoik & Company, LLP
------------------------------------
Certified Public Accountants
Clearwater, Florida
February 9, 2000
F-1
<PAGE>
EAUTOCLAIMS.COM, INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 1999
ASSETS
------
<TABLE>
<S> <C>
Current assets:
Cash $ 500
Stock subscription receivable 450,000
---------------
Total current assets 450,500
---------------
Property and equipment:
Computer equipment 12,069
Computer software 24,831
Office furniture and equipment 41,495
---------------
Total property and equipment 78,395
---------------
Total assets $ 528,895
===============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
Accounts payable $ 4,228
Current portion of capital lease obligation 3,738
---------------
Total current liabilities 7,966
Capital lease obligation, net of current portion 6,227
---------------
Total liabilities 14,193
Commitments
Stockholders' equity:
Common stock, $0.0001 par value,
10,000,000 shares authorized,
9,750,000 shares issued and outstanding 975
Additional paid-in capital 517,955
Deficit accumulated during the development stage (4,228)
---------------
Total stockholders' equity 514,702
---------------
Total liabilities and stockholders' equity $ 528,895
===============
</TABLE>
See Notes to Financial Statements.
F-2
<PAGE>
EAUTOCLAIMS.COM, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the period from December 16, 1999 (Inception) to December 31, 1999
Expenses:
General and administrative $ 4,228
--------------
Net loss $ 4,228
==============
Loss per share $ (0)
==============
See Notes to Financial Statements.
F-3
<PAGE>
EAUTOCLAIMS.COM, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from December 16, 1999 (Inception) to December 31, 1999
<TABLE>
<CAPTION>
Accumulated
Additional Deficit
Common Paid-in (Development
Stock Capital Stage) Total
----------------------------------------------------------
<S> <C> <C> <C> <C>
December 16, 1999 (Inception) $ - $ - $ - $ -
Issuance of capital stock, 9,750,000 shares 975 517,955 - 518,930
Net loss - - (4,228) (4,228)
----- --------- -------- ---------
December 31, 1999 $ 975 $ 517,955 $ (4,228) $ 514,702
===== ========= ======== =========
</TABLE>
See Notes to Financial Statements.
F-4
<PAGE>
EAUTOCLAIMS.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the period from December 16, 1999 (Inception) to December 31, 1999
Cash flows from operating activities:
Net Loss $ (4,228)
Adjustments to reconcile net income to net cash provided
by operating activities:
Accounts payable 4,228
----------
Net cash provided by operating activities -
Cash flows from financing activities:
Proceeds from stock sale 500
----------
Net increase in cash 500
Cash at beginning of period -
----------
Cash at end of year $ 500
==========
Noncash transactions:
Issuance of 7,500,000 shares of stock 68,930
Assets acquired (78,395)
Liabilities assumed 9,965
----------
Net cash received $ 500
==========
Issuance of 2,250,000 shares of stock
for a stock subscription receivable $ 450,000
==========
See Notes to Financial Statements.
F-5
<PAGE>
EAUTOCLAIMS.COM INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
1. Summary of Significant Accounting Policies
------------------------------------------
Organization - eAutoclaims.com, Inc. (Company) was
incorporated under the laws of the State of Delaware on December 16,
1999 (Inception), and has been in the development stage since its
formation. The Company was formed to manage, on an outsource basis, the
entire collision repair function for auto insurers. The Company manages
these functions through the use of the Internet and specialized
software the Company has developed to track and process auto insurance
claims. The Company has a network of repair facilities throughout the
United States that the customer can voluntarily use to repair their
vehicle. If the customer uses one of these repair facilities, the
Company receives a fee from the insurance company which benefits from
discounted repair prices.
Property and equipment - Property and equipment are stated at
cost. Additions and improvements to property and equipment are
capitalized. Maintenance and repairs are expensed as incurred. When
property is retired or otherwise disposed of, the cost and related
accumulated depreciation are removed from the accounts and any
resulting gain or loss is recognized in operations. Depreciation is
computed on the straight-line method over the estimated useful lives of
the assets ranging from 3 to 10 years.
The property and equipment on the December 31, 1999 balance
sheet was transferred as part of a stockholder's agreement dated
December 28, 1999 (see "related party") between the Company and the
majority stockholder. The assets transferred were recorded at the
historical cost (net of depreciation expense) of the majority
stockholder. The majority stockholder used the following estimated
useful lives for these assets:
Computer equipment and software 3 years
Office furniture and equipment 10 years
The Company recorded no additional depreciation expense after the
transfer since the assets were not placed into service until the end of
the fiscal year.
Revenue Recognition - The Company earns revenue by charging
the insurance company a fee that is higher than the amount paid to the
repair shop for the work performed. The Company recognizes this revenue
when the repair shop is given authorization to repair the vehicle.
Income Taxes - The Company is a C-Corporation. Income taxes
are provided for when transactions are reflected in income for
financial reporting purposes in a year other than the year of their
inclusion in taxable income. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that
includes the enactment date. No provision for income taxes has been
recorded since no significant activity or timing differences has
occurred as of December 31,1999.
F-6
<PAGE>
1. Summary of Significant Accounting Policies (Continued)
------------------------------------------------------
Organizational Costs - Costs incurred in the organization of
the Company were expensed as incurred under the provision of SOP 98-5,
"reporting on the costs of start-up activities."
Accounting Estimates - The preparation of financial statements
requires management to make estimates and assumptions that effect 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 revenue and expenses during the reporting period.
Actual results could differ from those estimates.
Loss Per Share - Loss per share is computed by dividing the
net loss for the period December 16, 1999 (Inception) to December 31,
1999 of $4,228 by the weighted average number of shares outstanding of
9,750,000 for the same period.
Management does not believe any recently issued, but not yet
effective, accounting standards, if currently adopted, would have a
material effect on the accompanying financial statements.
2. Related Party
-------------
On December 28, 1999, the majority stockholder transferred
intangible assets, property and equipment with a historical cost of
$78,395, a capital lease obligation of $9,965 and $500 in cash to the
Company for 7,500,000 shares of common stock. The intangible assets
were not assigned any value but are summarized as follows:
- Repair facilities service agreements.
- Client lists for Insurance company, third party administrators
and fleet.
On January 1, 2000, the Company entered into a lease with the
majority stockholder to lease office facilities for one year. The lease
requires the Company to pay $8,000 per month ($96,000 annually) for one
year. There is a one year automatic renewal unless either party
terminates the lease at least 90 days prior to the end of the lease
term.
3. Stock Subscription Receivable
-----------------------------
On December 28, 1999, the Company issued 2,250,000 shares of
common stock for a commitment to invest $450,000 ($500,000 less a
$50,000 fee). The commitment was recorded as "stock subscription
receivable" on the accompanying balance sheet. The Company received the
$450,000 capital investment on January 11, 2000.
F-7
<PAGE>
4. Capital Lease Obligation
------------------------
Along with the other assets transferred by the majority
stockholder (see "related party") the Company received a copier and
also assumed the associated capital lease obligation. The following
summarizes the future minimum lease payments under the capital lease as
of December 31, 1999:
<TABLE>
<CAPTION>
Year ending December 31:
<S> <C>
2000 $ 5,877
2001 5,877
2002 1,469
-------------
Total minimum lease payments 13,223
Less: amount representing interest (3,258)
-------------
Present value of minimum lease payments 9,965
Less: current portion of capital lease obligation 3,738
-------------
Capital lease obligation, net of current portion $ 6,227
=============
</TABLE>
The copier that was transferred to the Company was recorded at
its historical cost of $10,072.
5. Subsequent Event
----------------
Subsequent to December 31, 1999, the Company invested $94,910
in additional hardware and software to further develop its insurance
claim tracking and processing system. As of January 31, 2000 the
Company had $285,585 of cash available for capital investments and
operations.
6. Concentration of Credit Risk
----------------------------
The Company periodically has cash on deposit with a single
financial institution in excess of the $100,000 Federal Deposit
Insurance Corporation (FDIC) insurance limits. Management believes that
the financial institution that holds their cash deposits is financially
sound and that the risk of loss is remote.
F-8
<PAGE>
(a) Pro Forma financial information.
The following unaudited pro forma financial statements of the
registrant give effect to the May 25, 2000 merger between Transformation
Processing, Inc. and eAutoclaims.com, Inc. The pro forma balance sheet is
provided as of April 30, 2000 giving effect to the merger as though it had been
consummated on that date. Since eAutoclaims.com, Inc. was incorporated on
December 16,1999, only the pro forma combined income statement combining the
nine-month period ended April 30, 2000, for Transformation Processing, Inc. with
the period from December 16, 1999 (Inception) to April 30, 2000, for
eAutoclaims.com, Inc. are presented which reflect the merger as if it had
occurred on December 16, 1999 (inception).
Pro forma financial statements are not necessarily indicative of either
future operating results or of the operating results that might have been
achieved if the forgoing transaction had been effective as of the dates
indicated.
These unaudited pro forma financial statements should be read in
conjunction with each company's audited financial statements and notes thereto,
appearing elsewhere in this filing or incorporated by reference....pages G-1 to
G-3.
<PAGE>
EAUTOCLAIMS.COM, INC.
F/K/A TRANSFORMATION PROCESSING, INC.
(A DEVELOPMENT STAGE COMPANY)
PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Transformation Proforma
Processing, Inc. eAutoclaims.com, Inc. Adjustments Proforma
----------------------- ---------------------- ----------------- ------------------
For the period
For the nine months December 16, 1999
ended April 30, 2000 (inception) to
April 30, 2000
----------------------- ----------------------
<S> <C> <C> <C> <C>
Revenue:
Collision Management Repairs $ - $ 482,075 $ - $ 482,075
Fleet Repairs - 324,548 - 324,548
Other - 94,312 - 94,312
----------------------- ---------------------- ----------------- ----------------
Total Revenues - 900,935 - 900,935
----------------------- ---------------------- ----------------- ----------------
Cost of Sales:
Claims Processing Charges - 696,076 - 696,076
Other - 56,521 - 56,521
----------------------- ---------------------- ----------------- ----------------
Total Cost of Sales - 752,597 - 752,597
----------------------- ---------------------- ----------------- ----------------
Gross Profit - 148,338 - 148,338
----------------------- ---------------------- ----------------- ----------------
Operating Expenses:
General & Administrative Expense 141,252 465,879 - 607,131
Depreciation & Amortization - 17,343 - 17,343
----------------------- ---------------------- ----------------- ----------------
Total Operating Expenses: 141,252 483,222 - 624,474
----------------------- ---------------------- ----------------- ----------------
Loss From Operations (141,252) (334,884) - (476,136)
----------------------- ---------------------- ----------------- ----------------
Other Income (Expense):
Interest Income - 4,604 - 4,604
Other Income 35,274 - 35,274
Net Loss Before Income Taxes (141,252) (295,006) - (436,258)
----------------------- ---------------------- ----------------- ----------------
Net Loss $ (141,252) $ (295,006) $ - $ (436,258)
======================= ====================== ================= ================
Basic Loss Per Share $ (0.20) $ (0.03) $ - $ (0.04)
======================= ====================== ================= ================
Weighted average number of
common shares outstanding $ 710,367 9,618,530 - 10,821,470
======================= ====================== ================= ================
</TABLE>
The Accompanying Notes Are An Integral Part Of The Financial Statements
G-1
<PAGE>
EAUTOCLAIMS.COM, INC.
F/K/A TRANSFORMATION PROCESSING, INC.
(A DEVELOPMENT STAGE COMPANY)
PROFORMA CONSOLIDATED BALANCE SHEET
(unaudited)
April 30, 2000
<TABLE>
<CAPTION>
Transformation Proforma
Processing, Inc. eAutoclaims, Inc. Adjustments Proforma
---------------- ---------------------------------- ----------------
<S> <C> <C> <C> <C> <C>
Assets
Current assets
Cash $ - $ 362,575 $ - $ 362,575
Accounts Receivable - 431,416 431,416
Advances - 158,981 158,981
---------------- --------------- ---------------- ----------------
Total current assets - 952,972 - 952,972
---------------- --------------- ---------------- ----------------
Property and Equipment, net - 179,583 179,583
---------------- --------------- ---------------- ----------------
Other Assets 31,181 - - 31,181
---------------- --------------- ---------------- ----------------
Total assets $ 31,181 $ 1,132,555 $ - $ 1,163,736
================ =============== ================ ================
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable and accrued expenses $ 895,166 $ 339,508 $ - $ 1,234,674
Current maturities of long-term debt 10,160 4,068 (10,160) a 4,068
Other current liabilities - 500 500
---------------- --------------- ---------------- ----------------
Total current liabilities 905,326 344,076 (10,160) 1,239,242
---------------- --------------- ---------------- ----------------
Long-term Debt, net of current maturities 1,951,954 4,755 (1,951,954) a 4,755
---------------- --------------- ---------------- ----------------
Total liabilities 2,857,280 348,831 (1,962,114) 1,243,997
---------------- --------------- ---------------- ----------------
Stockholders' deficit
Common stock, par value $.025 17,759 1,233 250,767 a,b 269,759
Additional paid-in capital 7,040,383 1,077,497 (8,117,880) a,b -
Accumulated deficit (9,884,241) (295,006) 9,829,227 (350,020)
---------------- --------------- ---------------- ----------------
Total stockholders' (deficit) (2,826,099) 783,724 1,962,114 (80,261)
---------------- --------------- ---------------- ----------------
Total liabilities and
stockholders' (deficit) $ 31,181 $ 1,132,555 $ - $ 1,163,736
================ =============== ================ ================
</TABLE>
The Accompanying Notes Are An Integral Part Of The Financial Statements
G-2
<PAGE>
EAUTOCLAIMS.COM, INC.
F/K/A TRANSFORMATION PROCESSING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO PRO FORMA STATEMENTS OF OPERATIONS AND BALANCE SHEET DATA
(unaudited)
1. BASIS OF PRESENTATION
The unaudited pro forma financial statements are presented for illustrative
purposes only, giving effect ot the merger of Transformation Processing, Inc.
and eAutoclaims.com, Inc. (The "Merger").
2. PRO FORMA ADJUSTMENTS
The following pro forma adjustments have been made to the unaudited statements
of operations and balance sheet, as applicable:
(a) Reflects the conversion of convertible debt into 4,100,000 common shares
subsequent to April 30, 2000
(b) Reflects the merger and the exchange of 100% of eAutoclaims common stock
for 5,980,000 shares for Transformation Processing, Inc. shares.
G-3
<PAGE>
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.
eAutoclaims.com, Inc.
Dated 8/7/00
/s/ Eric Siedel
-----------------------
President
