<PAGE>
----------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
----------------------------
OCTOBER 12, 1999 (JULY 28, 1999)
Date of Report (Date of earliest event reported)
THEHEALTHCHANNEL.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-29822 33-0728140
(Commission File Number) (IRS Employer Identification No.)
5000 BIRCH STREET, SUITE 4000, NEWPORT BEACH, CA 92660
(949) 476-3602
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
NOT APPLICABLE
(Former name or former address, if changed since last report)
<PAGE>
thehealthchannel.com, Inc. hereby files this Amendment No. 1 to its
Current Report on Form 8-K, filed with the Commission on August 12, 1999, to
submit the financial information required to be set forth in Item 7(a), which
information is attached hereto as Exhibits 99.1.
ITEM 7. Financial Statements and Exhibits
(a) The financial statements required to be set forth herein are
attached hereto as Exhibit 99.1 and incorporated herein by reference.
(c) Exhibits
99.1 Financial Statements for the period from May 1, 1999
to June 30, 1999.
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 thereunto duly authorized.
Dated: October 12, 1999 THEHEALTHCHANNEL.COM, INC.
By: /s/ Donald Shea
---------------------
Donald Shea
Its: President
2
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBIT TO
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
---------------------
thehealthchannel.com, Inc.
---------------------
October 12, 1999
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
99.1 Financial Statements for the period from May 1, 1999 to June
30, 1999
<PAGE>
THEHEALTHCHANNEL.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE PERIOD FROM MAY 1, 1999 (INCEPTION)
TO JUNE 30, 1999
<PAGE>
<TABLE>
<CAPTION>
THEHEALTHCHANNEL.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
JUNE 30, 1999
- -------------------------------------------------------------------------------------------------------------------
<S> <C>
Page
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS
Balance Sheet 2
Statement of Operations 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6 - 7
</TABLE>
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of thehealthchannel.com, Inc.
We have audited the accompanying balance sheet of thehealthchannel.com, Inc.
(formerly known as Innovative Tacking Solutions Corporation) (a development
stage company) as of June 30, 1999, and the related statements of operations,
stockholders' equity, and cash flows for the period from May 1, 1999
(inception) to June 30, 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 thehealthchannel.com, Inc.
as of June 30, 1999, and the results of its operations and its cash flows for
the period from May 1, 1999 (inception) to June 30, 1999 in conformity with
generally accepted accounting principles.
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
October 7, 1999
<PAGE>
<TABLE>
<CAPTION>
THEHEALTHCHANNEL.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30, 1999
- -------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C> <C>
thehealth-
channel-
.com, Inc. Adjustments Total
---------------- ------------------ ----------------
CURRENT ASSETS
Cash $ - $ - $ -
Accounts receivable - - -
Loan receivable - officers - - -
Inventory - - -
Prepaid expenses - - -
---------------- ------------------ ----------------
Total current assets - - -
FURNITURE AND EQUIPMENT, net - - -
PURCHASED TECHNOLOGY - a 581,674 581,674
---------------- ------------------ ----------------
TOTAL ASSETS $ - $ 581,674 $ 581,674
================ ================== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ - $ - $ -
Accrued expenses - - -
Note payable - - -
---------------- ------------------ ----------------
Total current liabilities - - -
STOCKHOLDERS' EQUITY
Common stock 3,785 c 103,035 106,820
Paid-in capital - a 581,674
c (103,035) 478,639
Deficit accumulated during the development stage (3,785) - (3,785)
---------------- ------------------ ----------------
Total stockholders' equity - 581,674 581,674
---------------- ------------------ ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ 581,674 $ 581,674
================ ================== ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
THEHEALTHCHANNEL.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MAY 1, 1999 (INCEPTION) TO JUNE 30, 1999
- -------------------------------------------------------------------------------------------------------------------
<S> <S> <C> <C>
thehealth-
channel-
.com, Inc. Adjustments Total
---------------- --------------- ----------------
REVENUE $ - $ - $ -
COST OF GOODS SOLD - - -
---------------- --------------- ----------------
GROSS PROFIT - - -
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES 3,785 - 3,785
---------------- --------------- ----------------
LOSS FROM OPERATIONS (3,785) - (3,785)
---------------- --------------- ----------------
OTHER INCOME (EXPENSE)
Interest income - - -
Interest expense - - -
---------------- --------------- ----------------
Total other income (expense) - - -
---------------- --------------- ----------------
NET LOSS $ (3,785) $ - $ (3,785)
---------------- --------------- ----------------
---------------- --------------- ----------------
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
================ ================
WEIGHTED-AVERAGE SHARES OUTSTANDING 3,785,243 3,785,243
================ ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
THEHEALTHCHANNEL.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM MAY 1, 1999 (INCEPTION) TO JUNE 30, 1999
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Deficit
Accumulated
Common Stock During the
------------------------------- Paid in Development
Shares Amount Capital Stage Total
BALANCE, JUNE 30, ------------- --------------- ---------------- -------------- ----------------
1999 3,785,243 $ 3,785 $ - $ (3,785) $ -
PURCHASE OF ASSETS 581,674 581,674
FORWARD STOCK SPLIT -
28.22-TO-1 103,034,315 103,035 (103,035) -
--------------- --------------- ---------------- -------------- ----------------
BALANCE, JUNE 30,
1999 106,819,558 $ 106,820 $ 478,639 $ (3,785) $ 581,674
--------------- --------------- ---------------- --------------- ----------------
--------------- --------------- ---------------- --------------- ----------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
THEHEALTHCHANNEL.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MAY 1, 1999 (INCEPTION) TO JUNE 30, 1999
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
thehealth-
channel-
.com, Inc. Adjustments Total
---------------- --------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (3,785) $ - $ (3,785)
Adjustments to reconcile net loss to net cash
provided by operating activities
Decrease in
Accounts receivable 3,336 - 3,336
Loans receivable - officers 41,952 - 41,952
Inventories 76,982 - 76,982
Prepaid expenses 2,475 - 2,475
Decrease in
Accounts payable (30,786) - (30,786)
Accrued expenses (7,294) - (7,294)
---------------- --------------- ----------------
Net cash provided by operating activities 82,880 - 82,880
---------------- --------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of furniture and equipment 33,743 - 33,743
Other assets 27,571 - 27,571
---------------- --------------- ----------------
Net cash provided by investing activities 61,314 - 61,314
---------------- --------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Paid in capital (1,985,687) - (1,985,687)
Subscription receivable 60,000 - 60,000
Proceeds from sale of common stock 333,540 - 333,540
Deficit accumulated during the development stage 1,425,402 - 1,425,402
---------------- --------------- ----------------
Net cash used in financing activities (166,745) - (166,745)
---------------- --------------- ----------------
Net decrease in cash (22,551) - (22,551)
CASH, BEGINNING OF PERIOD 22,551 - 22,551
---------------- --------------- ----------------
CASH, END OF PERIOD $ - $ - $ -
================ =============== ================
</TABLE>
The accompanying notes are an integral part of these statements
5
<PAGE>
THEHEALTHCHANNEL.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
- ---------------------------------------------------------------------------
DRAFT - 10/11/99
6
NOTE 1 - BUSINESS ACTIVITY
thehealthchannel.com, Inc., formerly known as Innovative Tracking
Solutions Corporation, (the "Company") was incorporated in Delaware.
It operates a consumer-based health supersite
(http://www.thehealthchannel.com).
NOTE 2 - SIGNIFICANT TRANSACTIONS
On April 16, 1999, the Company transferred all of its assets and
liabilities based on majority stockholder approval to a newly formed
private company. The Company's plan of operations following the
transfer of assets and liabilities was to seek and complete a merger or
acquisition transaction with a small- or medium-sized enterprise which
desired to become or remain a public corporation.
On July 28, 1999, the Company was successful in finding an appropriate
acquisition candidate and, pursuant to its bylaws and general Delaware
corporate law, the Company acquired certain assets of Biologix
International, Ltd., consisting primarily of the thehealthchannel.com
website and related technology in exchange for the controlling
interests of the Company. Restricted common shares, representing the
majority controlling interests held by the directors of the Company,
were transferred.
In connection with this change of control, the Company's name was
changed to thehealthchannel.com, Inc. on July 28, 1999. The acquisition
closed on July 28, 1999.
NOTE 3 - BASIS OF PRESENTATION
The accompanying adjusted balance sheet and statement of stockholders'
equity present the accounts of the Company as if the following
transactions had occurred on June 30, 1999, and the adjusted statement
of operations and cash flows present the accounts of the Company as if
the following transactions took place on May 1, 1999 (the inception
date of the Company):
a) On July 28, 1999, the Company acquired assets from Biologix
International, Ltd., consisting primarily of the
thehealthchannel.com website and related technology in
exchange for the 1,185,243 shares of the Company's common
stock held by the public. The value of the 885,868 free
trading shares issued by the Company is based on the Company's
closing stock price on the date of the acquisition, July 28,
1999, and the value of the 299,375 restricted shares issued is
based on a discount of 30% from the Company's closing stock
price on the date of the acquisition.
6
<PAGE>
THEHEALTHCHANNEL.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
- ---------------------------------------------------------------------------
DRAFT - 10/11/9
NOTE 3 - BASIS OF PRESENTATION (CONTINUED)
b) The Company increased the number of authorized shares of
common stock to 110,000,000.
c) The Company implemented a forward stock split of 28.22-to-1 of
all outstanding shares of the Company's common stock
outstanding as of July 29, 1999.
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
REVENUE AND EXPENSE RECOGNITION
Revenue is recognized when the earning process is complete. Expenses
are recognized as incurred.
BASIC NET LOSS PER SHARE
Basic loss per share is computed by dividing loss available to common
stockholders by the weighted-average number of common shares
outstanding. Diluted loss per share is computed similar to basic loss
per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding
if the potential common shares had been issued and if the additional
common shares were dilutive. Because the Company has incurred a net
loss, basic and diluted loss per share are the same.
PURCHASED TECHNOLOGY
Purchased technology will be amortized on a straight-line basis over
five years.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company reviews its long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. Recoverability of assets to be
held and used is measured by a comparison of the carrying amount of
the assets to future net cash flows expected to be generated by the
assets. If the assets are considered to be impaired, the impairment
to be recognized is measured by the amount by which the carrying
amount exceeds the fair value of the assets. To date, no impairment
has occurred.
DEVELOPMENT STAGE ENTERPRISE The Company is a development stage
company as defined in Statement of Financial Accounting Standards
No. 7, "Accounting and Reporting by Development Stage Enterprises."
The Company is devoting substantially all of its present efforts to
establish a new business, and its planned principal operations have
not yet commenced. All losses accumulated since inception have been
considered as part of the Company's development stage activities.
