<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K-A1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
April 29, 1999
Date of Report
(Date of Earliest Event Reported)
FIRST TARGET ACQUISITION, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-23905 87-0447497
(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
210 West Fourth Street, Suite 101
East Stroudsburg, Pennsylvania 18301
(Address of Principal Executive Offices)
570-420-0318
Registrant's Telephone Number
3255 South 8820 West
Magna, Utah 84044
-----------------
(Former Name and Address of Principal Executive Offices)
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibits
--------
2 Agreement and Plan of Reorganization
Exhibit F- Exceptions to thatlook.com's financial
statements*
* A portion of this Exhibit F was inadvertently omitted from
the issuer's Current Report on Form 8-K, which was filed
with the Securities and Exchange Commission on May 12, 1999,
and is filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
FIRST TARGET ACQUISITION, INC.
Date: 5-21-99 By: /s/ Gerard A. Powell
--------- --------------------------------------
Gerard A. Powell
President and Director
EXHIBIT F
See attached descriptions of pending litigation and licensure status and
letter of Crossway Ventures.
<PAGE>
PENDING LEGAL ISSUES
NEXT
FILE LEGAL DATE ACTION
NUMBER MATTER RECEIVED DATE
0001 Spaneas, Charles
0002 Iadevaaia, Jacqueline 2/16/99
0003 Widcosa, Laurie 2/16/99 3/19/99
0004 Dresnen, Christian G. (Dr.) 2/22/99
0005 Kinney, Rex and Pauline
0006 Cosmedix/New Horizons 4/1/99
0007 E.S.P.C. 2/11/99 T/B/A
PENDING LEGAL ISSUES CONTINUED
FAXED
PLAINTIFF LEGAL DOLLAR TO
DEFENDANT FEE EXPOSURE NOTE ATTORNEY
Plaintiff ($1,000.00) $6,757.00 2/17/99
(100.00) 0.00 2/16/99
Defendant (250.00) (1,000.00) Closed 2/17/99
(250.00) 7,000.00 3/2/99
Defendant (10,000.00) (50,000.00)
Plaintiff (1,000.00) 14,100.00 4/8/99
Defendant (2,000.00) (10,008.19)
TOTAL (14,600.00) (33,251.19)
<PAGE)
FORMS FORM FORM ANNUAL BOND OTHER LICENSE
STATE RECEIVED FILLED OUT REVIEWED FEE AMOUNT FEE FEE
2nd Quarter 1999
CA 1. License X
Not
Required
NY 2. X X 150 150
TX 3. X X 10 250 500
FL 4. X X 200
NJ 5. X X 300 600
MA 6. X X 440 500
AZ 7. X X 500 235 800
MD 8. X X 105 200
PA 9. X X 100 500
OH 10. License X
Not
Required
IL 11. X X 100 200
NC 12. X X 275 100
MI 13. X 150 325 85 150
MN 14. X 60 225 500
CT 15. X X 325 400
GA 16. License X
Not
Required
NV 17. License X
Not
Required
UT 18. License X
Not
Required
HI 19. License X
Not
Required
VA 20. X
TN 21. X 625 50
SC 22. License X
Not
Required
MO 23. X 180 200
CO 24. License X
Not
Required
RI 25. X X 250 215 250
KY 26. License X
Not
Required
LA. 27. X X 500
NH 28. X X 375 225 350
WA 29. License X
Not
Required
IN 30. License X
Not
Required
DE 31. X X 450 125 450
DC 32. X 200 175 158
MS 33. X X 300 100 550 500
AL 34. X X 300 500
WV 35. License X
Not
Required
OK 36. License X
Not
Required
KS 37. License X
Not
Required
3rd Quarter Registration 1999.
OR 38. License X
Not
Required
AR 39. License X 500 300
Not
Required
ID 40. X 145 500
ME 41. X X 20 25,000 volume fee 500
+205
NM 42. 500
SD 43. X 115 500
WI 44. X 125 500
WY 45. X 125 500
IA 46. X X 10 125 500
AL 47. X 550 500
ND 48. X 160 500
NB 49. X 175 500
MT 50. 100 140 500
TOTAL
CHECK MADE
AMOUNT PAYABLE TO: ADDRESS
710 State of Michigan Financial institutions
Bureau, PO Box 30185,
Lansing, MI 48909, ATTN
Licensing and
Enforcement Division,
Installment
Seller/Sales Finance
License Application
785
725 Treasurer, State of Connecticut Department of Banking,
Ccsumer Credit Div.
280 Constitution Plaza
Hartford, CT 06103
- -0-
- -0-87
- -0-
- -0-
675
380
715 Division of Banking
500 Office of Financial P.O. Box 94095, Baton
Institutions Rouge, Louisiana 70804
950 State of New Hampshire State of New Hampshire,
Banking Department, 169
Manchester Street,
Concord, New Hampshire
03301
1,025 Division of Revenue, P.O. Box Div. of Revenue, PO Box
8750, Wilmington, Delaware 8750, Wilmington,
19899-8750 Delaware, 19899-8750
533
1,450
800 State Banking Department
- -0-
- -0-
- -0-
- -0-
500
645
520 Office of Consumer Credit 36 State House Station
Regulation Augusta, Maine, 04333
500
615
625
625
625
1,050
660
675
<PAGE>
[Letterhead of Crossway Ventures]
March 9, 1999
Gerald A. Powell, CEO FAX 570-420-1355
thatlook.com
210 West Fourth Street, Suite 101
East Stroudsburg, PA 18301
Re: Repurchase Proposal
Dear Gerry:
Harvey, Dick and I have had an opportunity over the weekend to review your
proposal and reflect on our current and continuing business relationship with
thatlook.com and Crossway. We agree with you...there is a difference in
management styles. Your freedom to make appropriate business decisions as you
see fit going forward is important. We can only be advisors. We are desirous
of a business breakthrough for the company and will enthusiastically support
you in any way we can.
With this in mind we accept you [sic] offer of a $600,000 buyout under the
following conditions.
1. Because the notes are in default, we are declaring same and
look for full payout to be made by Tuesday, March 23, 1999.
2. Accrued and unpaid interest due Crossway also paid in full by
the same date.
3. Crossway will waive all unpaid management fees.
4. The Crossway group will retain a 3% ongoing equity interest in
the business.
I am sure that you can appreciate that this purchase must be directly with
you. If you choose to resell part or all of this acquired interest to doctors
or other business contacts on terms favorable to you, we understand and will
be supportive. However, our sale needs to be finalized and funded prior to
any resale of the Crossway interest in the company.
Gerry, we continue to marvel at your creativity and energy level. We look
forward to telling our friends we knew you when and how far you have come!
Your long term friendship is also important to us and we are confident we can
work out the details without impairing this friendship.
"Saul Epstein has the authority to sign on
Sincerely yours, behalf of Crossway"
/s/Saul S. Epstein /s/Saul S. Epstein
Saul S. Epstein Saul S. Epstein
cc: Harvey Kimmell FAX 732-818-1569
Richard Gwinn FAX 610-964-3630
Mike Gardner FAX 610-353-3764
[Letterhead of Crossway Ventures]
<PAGE>
[Letterhead of Crossway Ventures]
March 12, 1999
Gerald A. Powell, CEO Fax 570-420-1355
thatlook.com
210 West Fourth Street, Suite 101
East Stroudsburg, PA 18301
cc: Harvey Kimmel FAX 609-694-5995
Richard Gwinn FAX 610-964-3630
Mike Gardner FAX 610-353-3764
Suzanne Cummings FAX 732-818-1569
Re: Repurchase Proposal
Dear Gerry:
We are in agreement that Alternative B of my letter of March 11, 1999 is
accepted with minor modifications. Please sign the bottom of this letter
indicating your agreement and fax a copy of this signed letter back to my
office today. You will then overnight for Monday delivery to the Crossway
office in Toms River, a check for $50,000.
The accepted offer is as follows:
Crossway receives a check for $50,000 by Monday, March 15
This money will be completely at risk if the remaining $550,000 is not paid by
July 15, 1999. However, there is an incentive to pay the remaining $550,000
and accrued interest as quickly as possible as follows:
1. Payment in full by April 15, 1999 - Crossway retains 3% interest in
the entity(s), waives unpaid management fees, and resigns from board.
2. Payment in full by May 15, 1999 - Crossway retains 4.5% interest in
the entity(s), waives unpaid management fees, and resigns from board.
3. Payment in full by June 15, 1999 - Crossway retains 5.5% interest in
the entity, waives unpaid management fees, and resigns from board.
4. Payment in full by July 15, 1999 - Crossway retains 6.5% interest in
the entity(s), waives unpaid management fees, and resigns from board.
5. Payment after July 15, 1999 - forfeiture of $50,000 deposit and
unpaid management fees due in full. The option to purchase is canceled and
Crossway retains its 21% interest in the entity(s).
Gerry, we do believe you have access to sufficient funds to buy Crossway out
currently. We understand your desire to use other funds to accomplish this
goal but if we are to wait, then the terms (understandably) become less
favorable to you.
We will continue to respond to our board obligations including monthly face to
face board meetings, major entity issues being discussed and cleared with
Crossway, and acting as a sounding board for financing alternatives. If you
find a clean shell company, a market maker and an IR company for a total of
10% to 15% dilution, it would not be in Crossway's best interest to obstruct
the deal. We want the business to flourish but we are focused on limiting our
risk. Please respond to me at my office 610-667-9331 if you have any further
questions and fax a signed copy of this letter to my office fax 610-667-8463.
Sincerely yours,
/s/ Saul S. Epstein
Saul S. Epstein
Accepted and agreed to this 12th day of March, 1999
/s/ Gerry A. Powell, CEO
Gerry A. Powell, CEO
thatlook.com and Elective Investments
FAX TO: 610-667-8463
