SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of The Securities Act of
1934.
Date of Report (Date of earliest event reported):
April 21, 1999
isolver.com, inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-23869
COLORADO 84-1434320
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
5001 East Spring Valley Road, Suite 800
Dallas, Texas 7524419
__________________________________________
Address of principal executive offices
Registrant's telephone number: (805)295-8200
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
isolver.com, inc.
(A Development Stage Company)
May 31, 1999
isolver.com, inc.
(A Development Stage Company)
CONTENTS
Report of Independent Certified Public Accountants - 4
Balance Sheet - 5
Statement of Operations - 6
Statement of Stockholders' Equity - 7
Statements of Cash Flows - 9
Notes to Financial Statements - 10
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Stockholders of
isolver.com, inc.
We have audited the accompanying balance sheet of isolver.com,
inc. (a development state company) as of May 31, 1999, and the related
statement of operations, stockholders' equity, and cash flows for the
period from inception (April 8, 1999) to May 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 disclo-
sures 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 isolver.com, inc.
(a development stage company) as of May 31, 1999, and the results of
its operations and its cash flows for the initial period then ended, in
conformity with generally accepted accounting principles.
Comiskey and Company P.C.
Denver, Colorado
June 17, 1999 (except for Note 5 which is dated August 11, 1999)
isolver.com, inc.
(A Development Stage Company)
BALANCE SHEET
as of May 31, 1999
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 7,867
Prepaid expenses 9,271
Total current assets: 17,138
OTHER ASSETS:
Deposits 4,285
TOTAL ASSETS 21,423
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 11,238
TOTAL CURRENT LIABILITIES 11,238
STOCKHOLDERS' EQUITY
Preferred stock, no par value
10,000,000 shares authorized;
no shares issued and outstanding -
Common stock, no par value;
100,000,000 shares authorized;
30,000,000 shares issued and
outstanding 10,000
Additional paid-in capital 82,000
Deficit accumulated
during the
development stage (81,815)
Total stockholders' equity (10,815)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 21,423
</TABLE>
The accompanying notes are an integral part of these financial statements.
isolver.com, inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
for the period from inception (April 8, 1999) to May 31, 1999
<TABLE>
<CAPTION>
<S> <C>
INCOME -
EXPENSES
Application fees, licenses and
permits 2,077
Contract Labor 15,250
Office expense 3,746
Payroll taxes 3,502
Professional fees 18,227
Salaries - office 16,331
Salaries - officer 14,541
Software development costs 5,779
Travel 2,362
TOTAL EXPENSES 81,815
NET LOSS (81,815)
Accumulated deficit
Balance, beginning
of period -
Balance, end of
period (81,815)
Net Loss Per Share (0.003)
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 26,535,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
isolver.com, inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (April 8, 1999) to May 31, 1999
(page 1 of 2)
<TABLE>
<CAPTION>
Common Stock Additional
Number of Paid-in
shares Amount Capital
<S> <C> <C> <C>
Common stock issued
for cash, April 1999
at $.01 per share 16,140,000 10,000 -
Additional capital
contribution April 1999 - - 19,000
Shares deemed issued in
reverse acquisition 13,860,000 - -
Capital contributed by
shareholder May 11 -
May 28, 1999 for
Company expenses - - 63,000
Net loss for the
period ended
May 31, 1999 - - -
Balance
May 31, 1999 30,000,000 10,000 82,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
isolver.com, inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (April 8, 1999) to May 31, 1999
(page 2 of 2)
<TABLE>
<CAPTION>
Deficit
Accumulated
during the Total
development stockholder
stage equity
<S> <C> <C>
Common stock issued
for cash, April 1999
at $.01 per share - 10,000
Additional capital
contribution April 1999 - 19,000
Shares deemed issued in
reverse acquisition - -
Capital contributed by
shareholder May 11 -
May 28, 1999 for
Company expenses - 63,000
Net loss for the
period ended
May 31, 1999 (81,815) (81,815)
Balance
May 31, 1999 (81,815) 10,815
</TABLE>
The accompanying notes are an integral part of these financial statements.
isolver.com, inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the period from inception (April 8, 1999) to May 31, 1999
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss (81,815)
Adjustments to reconcile net loss to
net cash used by operating activities:
Increase in prepaids (9,271)
Increase in deposits (4,285)
Increase in accounts payable 11,238
Net cash used by operating activities (84,133)
CASH FLOWS FROM INVESTING ACTIVITIES: -
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock and
capital contributions 92,000
Net cash provided by financing activities 92,000
Net increase in cash and cash
equivalents 7,867
CASH AND CASH EQUIVALENTS,
Beginning of Period -
CASH AND CASH EQUIVALENTS,
End of Period 7,867
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
isolver.com, inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Development Stage Company
isolver.com, inc. (a development stage company) ("isolver") was
incorporated under the laws of the state of Nevada on April 8, 1999.
The initial registered office of the isolver is Corporate Trust Company,
One East 1st Street, Reno, Nevada 89501.
Principles of Consolidation
As is more fully described in Note 3, on April 21, 1999,
isolver.com, inc. became the wholly owned subsidiary of Buffalo Capital
VI, Ltd., ("Buffalo") a public shell company. All references to "the
Company" in these financial statements are references to isolver, prior
to April 21, 1999, and to isolver and Buffalo combined from April 21,
1999 to May 31, 1999.
Accounting Method
isolver records income and expenses on the accrual method.
Loss per Share
Loss per share was computed using the weighted average number
of shares outstanding during the period.
Statement of Cash Flows
For purposes of the statement of cash flows, isolver considers all
highly liquid debt instruments purchased with an original maturity of
three months or less to be cash equivalents.
Use of Estimates
The preparation of isolver's financial statements in conformity
with generally accepted accounting principals requires isolver's
management to make estimates and assumptions that effect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.
Fair Values of Financial Instruments
Unless otherwise indicated, the fair value of all reported assets
and liabilities which represent financial instruments (none of which are
held for trading purposes) approximate the carrying values of such
amounts.
2. STOCKHOLDERS' EQUITY
Basis of Presentation
The accompanying statement of stockholders' equity has been
presented as if all of the shares issued in the April 21, 1999 business
combination with Buffalo Capital VI, Ltd., have been outstanding since
inception (April 8, 1999).
Stock Split
As of April 21, 1999, and in connection with the Share Exchange
and Plan of Reorganization more fully described in Note 3, isolver
exchanged all 1,000,000 shares of its common stock for 5,380,000 pre-
split shares of Buffalo and, on April 23, 1999, Buffalo effected a 3 for
1 forward stock split. Except as otherwise noted, all share and per share
amounts have been restated to reflect these transactions retroactively to
inception.
Common Stock
As of May 31, 1999, 30,000,000 shares of common stock were
issued and outstanding.
Preferred Stock
The Certificate of Incorporation of Buffalo, the parent
corporation, authorizes the issuance of 10,000,000 shares of preferred
stock, no par value per share. The Board of Directors of Buffalo is
authorized to issue preferred stock from time to time in series and is
further authorized to establish such series, to fix and determine the
variations in the relative rights and preferences as between the series,
and to allow the conversion of preferred stock into common stock. No
preferred stock has been issued by the Buffalo.
3. BUSINESS COMBINATION
On April 21, 1999, isolver underwent a business combination
with Buffalo pursuant to a closing under a Stock Exchange and Plan of
Reorganization Agreement dated April 21, 1999. The transaction has
been accounted for as a reverse merger acquisition, whereby isolver is
the accounting acquiror. All operations presented herein are those of
isolver, and include the operations of Buffalo since the date of the
business combination.
Prior to the combination, Buffalo had a total of 13,860,000
common shares issued and outstanding.
In accordance with the terms of the agreement, Buffalo issued
16,140,000 common shares in exchange for 100% of the issued and
outstanding common stock of isolver such that isolver, after the
exchange, became a 100% owned subsidiary of Buffalo. After this
transaction, Buffalo had 30,000,000 shares of common stock issued and
outstanding.
Immediately following completion of the share exchange
transaction, E-Com Investments, LLC, a Delaware limited liability
company, which was the sole shareholder of isolver, and also previously
owned 10,452,750 shares, or approximately 75.42% of Buffalo's
outstanding common stock, was the owner for a total of 20,892,750
shares of common stock of the isolver, or approximately 69.64% of its
issued and outstanding common stock.
4. INCOME TAXES
isolver has Federal net operating loss carryforwards of
approximately $81,800 expiring in the year 2019. The tax benefit of
these net operating losses, which total approximately $15,800, has been
offset by a full allowance for realization. This carryforward may be
limited upon the consummation of a business combination under IRC
Section 381. For the period ended May 31, 1999, the valuation
allowance increased by approximately $15,800.
5. SUBSEQUENT EVENT
On August 2, 1999, the shareholders of Buffalo approved an
amendment to its Articles of Incorporation for the purpose of changing
its name to isolver.com, inc. On August 9, 1999, Buffalo completed its
name change to isolver.com, inc., by filing Articles of Amendment with
the Colorado Secretary of State.
Buffalo Capital VI, Ltd.
dba isolver.com, inc.
(A Development Stage Company)
isolver's unaudited pro forma income statement gives effect to the
April 21, 1999, reverse merger acquisition between Buffalo Capital VI,
Ltd. ("Buffalo") as the parent corporation and isolver.com, inc.
("isolver") as its wholly owned subsidiary, as if such transaction had
occurred on January 1, 1999. The unaudited pro forma balance sheet is
not presented here as the audited financial statements of isolver as of
May 31, 1999, which appear elsewhere in this filing, including all
effects of the aforementioned transaction. Also, as isolver was
incorporated on April 8, 1999, it was impractical and meaningless to
show historical financial data prior to the most recent fiscal quarter.
Consequently, the pro forma combined income statement compares the
quarter ended March 31, 1999, for Buffalo with the two-month period
ended May 31, 1999, for isolver. This unaudited pro forma income
statement should be read in conjunction with each company's audited
financial statements and notes thereto, appearing elsewhere in this filing
or incorporated by reference. The pro forma information is not
necessarily indicative of the results that would have been reported had
such events actually occurred on the date specified, nor is it indicative
of isolver's future results.
Buffalo Capital VI, Ltd. dba isolver.com, inc.
(A Development Stage Company)
Unaudited Pro Forma Statements of Operations (1) (2)
For the Interim Period Ended May 31, 1999.
<TABLE>
<CAPTION>
(2) (2) (4)
Pro
Buffalo VI isolver.com Forma
3 months Initial period Combined
ended ended May 31
3/31/99 5/31/99 Adjustments 1999
<S> <C> <C> <C> <C>
REVENUES - - - -
OPERATING EXPENSES
Contract labor - 15,250 - 15,250
Professional fees - 18,227 - 18,227
Salaries - office - 16,331 - 16,331
Salaries - officer - 14,541 - 14,541
Selling, general and
administrative 3,656 17,466 - 21,122
Total Operating Expenses 3,656 81,815 - 85,471
Loss from operations (3,656) (81,815) - (85,471)
OTHER INCOME: - - - -
Loss before income taxes (3,656) (81,815) - (85,471)
INCOME TAX EXPENSE: - - - -
NET LOSS (3,656) (81,815) - (85,471)
Net Loss Per share (0.001) (0.08) (.003)<F1>
Weighted average shares
outstanding 4,620,000 1,000,000 30,000,000<F1>
<FN>
<F1>Earnings per share has been computed as if all shares outstanding after the
recapitalization have been outstanding since the beginning of each period
presented.
</FN>
</TABLE>
The accompanying notes are an integral part of the pro forma financial
statements.
Buffalo Capital VI, Ltd. dba isolver.com, inc.
(A Development Stage Company)
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
1. DESCRIPTION OF TRANSACTION
On April 21, 1999, Buffalo Capital VI, Ltd. underwent a
business combination with isolver.com, inc. ("isolver"), pursuant to a
closing under a Reorganization and Stock Purchase Agreement dated
April 21, 1999.
Prior to the combination, Buffalo had a total of 4,620,000
common shares issued and outstanding.
Buffalo issued 5,380,000 common shares in exchange for 100%
of the issued and outstanding common stock of isolver, such that isolver,
after the exchange, became a 100% owned subsidiary. After this
transaction, Buffalo had 10,000,000 shares of common stock issued and
outstanding.
Immediately following completion of the share exchange
transaction, E-Com Investments, LLC, a Delaware limited liability
company, which was the sole shareholder of isolver, and also previously
owned 3,484,250 shares, or approximately 75.42% of Buffalo's
outstanding common stock, was the owner for a total of 8,864,250
shares of common stock of Buffalo, or approximately 88.64% of its
issued and outstanding common stock.
On April 23, 1999, subsequent to the date of completion of the
share exchange transaction described above, Buffalo's Board of Directors
approved a 3:1 forward split of its issued and outstanding common stock
held by its shareholders of record as of that date.
As a result of, and immediately following these transactions,
Buffalo had 30,000,000 common shares issued and outstanding, of which
20,892,750 shares were owned by E-Com Investments, LLC.
For pro forma financial statement purposes, the transaction is
accounted for as a recapitalization of isolver, which is designated the
accounting acquiror.
2. BASIS OF PRESENTATION
The accompanying pro forma statements of operations are
presented for the period ended May 31, 1999. It is based upon current
results of the combining entities as follows: Buffalo for the quarter
ended March 31, 1999, and isolver for the period from inception (April
8, 1999) to May 31, 1999. It has been computed assuming the
transaction was consummated as of January 1, 1999, and includes all
adjustments which give effect to events that are directly attributable to
the transaction, are factually supportable, and are expected to have a
continuing impact on isolver.
The pro forma balance sheet is not presented as the audited
balance sheet of isolver already includes the financial position of the
combining entities at May 31, 1999.
3. INCOME STATEMENT ADJUSTMENTS
(a) Earnings per share has been computed as if all shares
outstanding after the reorganization have been outstanding since the
beginning of each period presented.
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.
isolver.com, inc.
(Registrant)
Date: August 11, 1999
/s/ _________________
Gina Setlin-Fard
President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAY-31-1999
<CASH> 7,867
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17,138
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 21,423
<CURRENT-LIABILITIES> 11,238
<BONDS> 0
0
0
<COMMON> 10,000
<OTHER-SE> 82,000
<TOTAL-LIABILITY-AND-EQUITY> 21,423
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 81,815
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (81,815)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (81,815)
<EPS-BASIC> (.003)
<EPS-DILUTED> (.003)
</TABLE>
