SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) SEPTEMBER 25, 2000
BCS INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO 0-23871 84-1434323
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
14500 NORTH NORTHSIGHT BLVD., SUITE 213
SCOTTSDALE, ARIZONA 85260
(Address of principal executive offices) (Zip Code)
(480) 556-0850
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Exhibit index on consecutive page 3
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On September 25, 2000, the registrant entered into a Share Exchange
Agreement with the shareholders of AutoVenu, Inc., a Delaware
corporation, and consummated the acquisition by exchanging 303.7241
shares of the registrant's common stock and 6.393 shares of the regis
trant's to be created Series A preferred stock for each issued and
outstanding share of common stock of AutoVenu, Inc. The Series A
preferred stock will be convertible into 100 shares of common stock
without additional consideration.
AutoVenu, Inc. had a total of 283,000 issued and outstanding shares of
common stock. The shareholders of AutoVenu, Inc. were Mark Moldenhauer,
Jules Lee Wurzel and BusinessTradeCenter.com, Inc. As a result of the
share exchange, the former shareholders of AutoVenu, Inc. now control
the registrant.
In accordance with the terms of the Share Exchange Agreement, Nicholas
Miller and Philip Stern tendered their resignations as the registrant's
officers and directors effective September 25, 2000. The following
individuals were appointed as officers and directors of the registrant
effective September 25, 2000: Mark Moldenhauer, Director, President and
Secretary, and Jules Lee Wurzel, Director and Treasurer.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
AutoVenu, Inc. is a private software development company based in
Scottsdale, Arizona. AutoVenu, Inc. intends to develop and market a
suite of proprietary software applications targeted at specific
business-to-business e-commerce industries. As the parent company of
AutoVenu, Inc., the registrant intends to continue the development and
business of AutoVenu, Inc.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 5. OTHER EVENTS
In accordance with the Share Exchange Agreement, the registrant is in
the process of changing its name and trading symbol. The information
will be reported by amendment.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired: Filed herewith.
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(b) Pro forma financial information: Filed herewith.
(c) Exhibits:
REGULATION CONSECUTIVE
S-K NUMBER DOCUMENT PAGE NUMBER
10.1 Share Exchange Agreement between the registrant N/A
and the shareholders of AutoVenu, Inc., dated
September 25, 2000(1)
---------------------
(1) Filed previously.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
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.
BCS INVESTMENT CORPORATION
December 7, 2000 By: /s/Mark Moldenhauer
---------------------------------------
Mark Moldenhauer, President
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AUTOVENU, INC.
Financial Statements as of
August 31, 2000
and Independent Auditors' Report
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AUTOVENU, INC.
TABLE OF CONTENTS
Page
INDEPENDENT AUDITORS' REPORT 6
FINANCIAL STATEMENTS AS OF AUGUST 31, 2000:
Balance Sheet 7
Statement of Operations 8
Statement of Stockholders' Equity 9
Statement of Cash Flows 10
NOTES TO FINANCIAL STATEMENTS 11
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INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
AutoVenu, Inc.:
We have audited the balance sheet of AutoVenu, Inc. (a Development Stage
Company), as of August 31, 2000 and the related statements of operations,
stockholders' equity and cash flows for the period March 21, 2000, date of
inception, through August 31, 2000. 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, based on our audit, the financial statements referred to above
present fairly, in all material respects, the financial position of AutoVenu,
Inc. as of August 31, 2000 and the results of its operations and cash flows for
the period March 21, 2000, date of inception, through August 31, 2000, in
conformity with generally accepted accounting principles.
/s/ KING, WEBER & ASSOCIATES, P.C.
KING, WEBER & ASSOCIATES, P.C.
Tempe, Arizona
October 12, 2000
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AUTOVENU, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET AS OF AUGUST 31, 2000
<TABLE>
<CAPTION>
ASSETS
CURRENT ASSETS
<S> <C>
Cash and cash equivalents $188,135
Accounts receivable 2,775
---------
Total current assets 190,910
PROPERTY AND EQUIPMENT, net 2,872
CAPITALIZED WEB SITE DEVELOPMENT COSTS, net 6,852
OTHER ASSETS 382
---------
TOTAL ASSETS $201,016
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT:
CURRENT LIABILITIES:
Accounts payable $ 175
Accrued interest 2,405
Note payable to stockholder 195,000
---------
Total current liabilities 197,580
---------
STOCKHOLDERS' EQUITY:
Common stock, $.00001 par value, 100,000,000
shares authorized, 283,000 issued and outstanding 3
Paid in capital 8,147
Accumulated deficit (4,714)
---------
Total stockholders' equity 3,436
---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $201,016
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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AUTOVENU, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD MARCH 21, 2000, (date of inception) THROUGH AUGUST 31, 2000
<TABLE>
<CAPTION>
<S> <C>
NET SALES $ 5,275
---------
COSTS AND EXPENSES:
Personnel expenses 5,000
Office and administrative expense 1,350
Depreciation and amortization 1,234
---------
Total 7,584
---------
LOSS FROM OPERATIONS (2,309)
---------
OTHER (INCOME) AND EXPENSES
Interest expense 2,405
---------
Total other expenses 2,405
---------
NET LOSS $ (4,714)
=========
NET LOSS PER COMMON SHARE
Basic $ (0.06)
=========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic 85,675
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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AUTOVENU, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD MARCH 21, 2000, (date of inception) THROUGH AUGUST 31, 2000
<TABLE>
<CAPTION>
Additional
Common Stock Paid-In Accumulated
Shares Amount Capital Deficit Total
------ ------ --------- ----------- -----
<S> <C> <C> <C> <C> <C>
BALANCE MARCH 21,2000 0 $ - $ - $ - $ -
Stock issued for cash 283,000 3 8,147 - 8,150
Net loss (4,174) (4,714)
------- ---- ------ -------- --------
BALANCE, AUGUST 31,2000 283,000 $ 3 $8,147 $(4,174) $ 3,436
======= ==== ====== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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AUTOVENU, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS FOR THE
PERIOD MARCH 21, 2000, (date of inception) THROUGH AUGUST 31, 2000
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (4,714)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 1,234
Changes in assets and liabilities:
Accounts receivable (2,775)
Other assets (419)
Accounts payable 175
Accrued interest 2,405
---------
Net cash used in operating activities (4,094)
---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of web site technology (7,475)
Purchase of property and equipment (3,446)
---------
Net cash provided by investing activities (10,921)
---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable 195,000
Proceeds from issuance of common stock 8,150
---------
Net cash provided by financing activities 203,150
---------
INCREASE IN CASH AND EQUIVALENTS 188,135
CASH AND EQUIVALENTS, BEGINNING OF PERIOD -
---------
CASH AND EQUIVALENTS, END OF PERIOD $188,135
=========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ -
=========
Income taxes paid $ -
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
AUTOVENU, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS FOR THE
PERIOD MARCH 21, 2000, (date of inception) THROUGH AUGUST 31, 2000
1. ORGANIZATION AND BASIS OF PRESENTATION
AutoVenu Inc. (the "Company") is a development stage enterprise that is
developing software with a business plan focused on specific B2B Internet
applications and Internet infrastructure software applications. The Company
initially intends to provide web site applications for the automotive
Internet environment, primarily auction services for the wholesale used
automobile market. The Company has launched its initial Internet software
product which facilitates the online purchase of automobiles and the
initial credit evaluation of retail customers. The Company's customers are
expected to be public car auctions throughout the United States. The
Company will derive its revenue from the facilitation of online business by
providing its Internet software product to customers such as
Publiccarauctions.com, Inc. and other automotive related entities.
Additionally, the Company intends to joint venture the development of
certain Internet imaging and Internet infrastructure technologies. The
outcome of these projects is highly uncertain. The Company's business plan
includes the commercial exploitation of certain technologies and the
Company will be a passive early-stage investor with other technologies.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents includes all short-term highly liquid investments
that are readily convertible to known amounts of cash and have original
maturities of three months or less. At times cash deposits may exceed
government insured limits. At August 31, 2000, cash deposits exceeded those
insured limits by approximately $88,000.
Property and equipment are recorded at cost and depreciated on a
straight-line basis over the estimated useful lives of the assets ranging
from 3 to 5 years. Property and equipment at August 31, 2000 is comprised
primarily of computer equipment.
Research and development costs are expensed as incurred.
Advertising costs are expensed as incurred. There were no material
advertising costs in the period ended August 31, 2000.
Income taxes - The Company provides for income taxes based on the
provisions of Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes, which among other things, requires that
recognition of deferred income taxes be measured by the provisions of
enacted tax laws in effect at the date of financial statements.
Financial instruments - Financial instruments consist primarily of cash,
accounts receivable and obligations under accounts payable, accrued
expenses and the note payable. The carrying amounts of cash, accounts
receivable, accounts payable and accrued expenses approximate fair value
because of the short maturity of those instruments. However, the fair value
of the note payable is not estimated because of the related party nature of
the instrument.
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Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect 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 revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Loss Per Share - Basic loss per share is computed using the weighted
average number of shares of common stock outstanding for the period. The
Company has a simple capital structure and therefore there is no
presentation for diluted loss per share.
Revenue Recognition - Revenue is recognized under contracts to provide web
site services ratably over the term of the agreements, generally twelve
months.
3. CAPITALIZED SOFTWARE DEVELOPMENT COSTS
The Company has capitalized Internet web site development costs associated
with its initial product. Certain costs associated with the initial
planning, conceptual formulation of content and decision processes have
been expensed. During the period March 21, 2000, date of inception, through
August 31, 2000, the Company capitalized costs of $7,475 associated with
wed site development, primarily payments to outside consultants. These
costs are being amortized on a straight-line basis over twelve months.
4. NOTE PAYABLE
The Company has borrowed a total of $195,000 from its controlling
shareholder under a note payable. The note is unsecured and bears interest
at 12% per annum. The note is due on January 24, 2001. Accrued interest on
the note of $4,355 is included in the accompanying balance sheet at August
31, 2000.
5. INCOME TAXES
The Company recognizes deferred income taxes for the differences between
financial accounting and tax bases of assets and liabilities. Income taxes
for the period ended August 31, 2000 consisted of the following:
Current tax provision (benefit) $ (900)
Deferred tax provision (benefit) 900
------------
Total income tax provision (benefit) $ -0-
============
There were no material temporary book/tax differences for the period ended
August 31, 2000. There was a deferred tax asset of $900 at August 31, 2000,
relating to net operating loss carryforwards of approximately $4,700. The
deferred income tax asset is fully offset by a valuation allowance. The net
operating loss carryforwards expire beginning in 2019.
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Deferred income taxes for the years ended August 31, 2000, primarily relate
to temporary differences for the increase in the valuation allowance of
$900.
6. LEASES
Operating Leases
The Company leases its facilities from a related entity. That entity is
owned by the Company's single largest shareholder. The lease agreement is
on a month-to-month basis. Rent expense under this lease was approximately
$1,000 for the period ended August 31, 2000.
7. RELATED PARTY TRANSACTIONS
The Company has borrowed a total of $195,000 from its single largest
shareholder. Interest expense on that note was $4,355 for the period ended
August 31, 2000.
The Company leases its office facilities from an entity that is owned by
the Company's single largest shareholder. Rent expense on that lease was
$1,000 for the period ended August 31, 2000.
The Company entered into a consulting agreement with its single largest
shareholder. The consulting agreement is for managerial and general
corporate development services. The Company paid $5,000 under this
agreement for the period ended August 31, 2000.
8. SUBSEQUENT EVENTS
On September 25, 2000, AutoVenu, Inc. merged with and into BCS Investment
Corporation ("BCS"). As a result of the merger transaction with BCS, the
former stockholders of the AutoVenu held a majority of BCS' voting stock.
For financial accounting purposes, the acquisition is a reverse acquisition
of the BCS by the AutoVenu, under the purchase method of accounting, and
will be treated as a recapitalization with the AutoVenu as the acquirer.
* * * * * *
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Unaudited Pro Forma Combined Financial Information for
BCS INVESTEMENT CORPORATION
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<PAGE>
BCS INVESTMENT CORPORATION
Unaudited pro forma combined financial information
The following unaudited pro forma combined financial information gives effect to
the acquisition of Autovenu, Inc. ("Autovenu") by BCS Investment Corporation
("BCS"), on September 25, 2000. Under the terms of the Share Exchange Agreement,
the Autovenu shareholders obtained control of BCS through the exchange of their
shares of Autovenu for shares of BCS. Accordingly, for accounting purposes the
acquisition of Autovenu has been accounted for in this unaudited pro forma
combined financial information by the purchase method as a recapitalization of
Autovenu with the net monetary assets of BCS in accordance with APB Opinion No.
16.
Under recapitalization accounting, Autovenu is considered to have issued shares
for consideration equal to the net monetary assets of BCS with the results of
BCS operations included in the combined financial information from the date of
acquisition being September 25, 2000.
The unaudited pro forma combined statement of operations give pro forma effect
to the acquisition as if the transaction was consummated as of January 1, 1999.
The BCS and Autovenu statement of operations information for the year ended
December 31, 1999 was derived from the audited statement of operations of BCS
for the year then ended as Autovenu was not incorporated until March 21, 2000
and did not have any predecessor entities. The BCS and Autovenu statement of
operations for the period ended September 30, 2000 was derived from their
unaudited statements of operations for the period then ended.
The unaudited pro forma combined financial information has been prepared by
management and is not necessarily indicative of the combined results of
operations in future periods or the results that actually would have been
realized had BCS and Autovenu been a combined company during the specified
periods. The pro forma combined statement of operations does not include any
material non-recurring charges or credits directly attributable to the
transaction. The unaudited pro forma combined financial information, including
the notes thereto, should be read in conjunction with, the historical financial
statements of BCS included in its December 31, 1999 Form 10-KSB and September
30, 2000 Form 10-QSB filed April 14, 2000 and November 14, 2000, respectively,
with the Securities and Exchange Commission and the historical financial
statements of Autovenu attached to this amended Form 8K.
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BCS INVESTMENT CORPORATION
Unaudited Pro Forma Combined Statement of Operations
$ United States
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Historical Pro Forma Historical
BCS Autovenu Combined and
From inception Pro forma
Nine month (March 21, Nine month
period ended 2000) to period ended Year ended
September 30, September 30, September 30, December 31,
2000 2000 Adjustments 2000 1999
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue
Fees $ - $ 5,775 $ - $ 5,775 $ -
Interest - - - - 8,847
-------------------------------------------------------------------------------------------------------------------
- 5,775 - 5,775 8,847
Expenses
Amortization of capital
assets - 707 - 707 22,876
Amortization software
development - 1,252 - 1,252 -
Consulting fees - 5,000 - 5,000 58,328
Foreign exchange - - - - 10,424
Interest - 4,355 - 4,355 -
Interest on long
term debt - - - - 5,050
Internet access charges - - - - 6,336
Marketing and promotion 525 - - 525 91,179
Office and administration 963 413 - 1,376 40,563
Professional fees 13,441 - - 13,441 62,883
Rent and utilities - 1,000 - 1,000 38,051
Travel - - - - 36,785
Wages and benefits - 2,848 - 2,848 411,190
Write off of loan receivable - - - - 10,707
Write off of goodwill on
purchase of shares held
by minority stockholders - - - - 65,420
-------------------------------------------------------------------------------------------------------------------
14,929 15,575 - 30,504 859,792
-------------------------------------------------------------------------------------------------------------------
Loss before income taxes
and minority interest (14,929) (9,800) - (24,729) (850,945)
Income taxes - - - - 2,234
-------------------------------------------------------------------------------------------------------------------
Loss before minority
interest (14,929) (9,800) - (24,729) (853,179)
Minority interest in loss
of former subsidiary - - - - 59,989
-------------------------------------------------------------------------------------------------------------------
Loss $ (14,929) $ (9,800) $ - $ (24,729) $ (793,190)
-------------------------------------------------------------------------------------------------------------------
Weighted average
number of shares 14,046,080 - - 100,000,000 99,304,582
Loss per share (note 2) $ 0.00 $ - $ - $ 0.00 $ (0.01)
-------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial information.
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BCS INVESTMENT CORPORATION
Notes to Unaudited Pro Forma Combined Financial Information
$ United States
--------------------------------------------------------------------------------
1. BASIS OF PRESENTATION:
This pro forma combined financial information has been prepared in
accordance with generally accepted accounting principles in the United
States.
On September 25, 2000, BCS issued 85,953,920 shares of its common stock and
1,809,216 shares of its preferred stock to the Autovenu stockholders for
all of the outstanding common stock of Autovenu.
The acquisition was accounted for under the purchase method of accounting
as a recapitalization of Autovenu with the net monetary assets of BCS in
accordance with APB Opinion No. 16. Under recapitalization accounting,
Autovenu is considered to have issued shares for consideration equal to the
net monetary assets of BCS with the results of BCS operations included in
the consolidated financial statements from the date of acquisition being
September 25, 2000.
2. PRO FORMA LOSS PER SHARE:
The unaudited pro forma combined loss per share is based upon the weighted
average number of outstanding shares of common stock of BCS during the
periods presented, plus the number of shares issued to consummate the
acquisition of Autovenu as if the acquisition occurred on January 1, 1999.
17
