<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-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): July 29, 1999
SKYLYNX COMMUNICATIONS, INC.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
COLORADO 0-24687 84-1360029
- ----------------- ------------------------- ---------------
(State or other (Commission file number) (Employer Identi-
jurisdiction of cation No.
incorporation)
600 South Cherry Street, Suite 305, Denver, Colorado 80246
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 316-0400
--------------------------------------------------------------------
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
<PAGE>
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(a) Financial Statements
--------------------
Pursuant to Item 7(a)(4), the Registrant files herewith the
following financial statements of the acquired business:
Report of Independent Certified Public Accountants
InfiCad Computing and Design, LLC Balance Sheet as of December
31, 1998
InfiCad Computing and Design, LLC Statements of Operations for
the years ended December 31, 1998 and 1997
Statements of Members' Deficit for the years ended December 31,
1998 and 1997
Statements of Cash Flows for the years ended December 31, 1998
and 1997
Notes to Financial Statements December 31, 1998 and 1997
(b) Unaudited Financial Statements
------------------------------
Pursuant to Item 7(b) and Item 7(a)(4), the Registrant files
herewith the following unaudited financial information:
Balance Sheet as of June 30, 1999
Statements of Operations for the Six Month Periods ended June 30,
1999 and 1998
Statements of Cash Flows for the Six Month Periods ended June 30,
1999 and 1998
Notes to Financial Statements
(c) Pro Forma Financial Information
-------------------------------
Pursuant to Item 7(b) and Item 7(a)(4), the Registrant files
herewith the following unaudited pro forma consolidated financial
information:
Pro Forma Consolidated Balance Sheets as of March 31, 1999 and
December 31, 1998
Pro Forma Consolidated Statements of Operations for the three
month period ended March 31, 1999 and the year ended December 31,
1998
<PAGE>
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Members of
InfiCad Computing and Design, LLC:
We have audited the accompanying balance sheet of InfiCad Computing and
Design, LLC (an Arizona limited liability company) as of December 31, 1998,
and the related statements of operations, members' deficit and cash flows
for the years ended December 31, 1998 and 1997. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits
provide 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 InfiCad Computing and
Design, LLC as of December 31, 1998, and the results of its operations and
its cash flows for the years ended December 31, 1998 and 1997, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Phoenix, Arizona,
September 29, 1999
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
INFICAD COMPUTING AND DESIGN, LLC
----------------------------------
BALANCE SHEET -- DECEMBER 31, 1998
-----------------------------------
ASSETS
<S> <C>
CURRENT ASSETS:
Cash $ 4,012
Accounts receivable, net of
allowance for doubtful
accounts of $11,285 180,616
Prepaid expenses and other current
assets 13,003
--------------
Total current assets 197,631
PROPERTY AND EQUIPMENT, net 470,220
--------------
Total assets $ 667,851
==============
LIABILITIES AND MEMBERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable $ 318,719
Accrued liabilities 96,890
Deferred revenue 224,256
Current maturities of capital lease
obligations 139,877
Line of credit 97,958
Notes payable to members 736,630
------------
Total current liabilities 1,614,330
CAPITAL LEASE OBLIGATIONS, net of current
maturities 193,111
------------
COMMITMENTS AND CONTINGENCIES
MEMBERS' DEFICIT:
Contributed capital 1,500
Accumulated deficit (1,141,090)
------------
Total members' deficit (1,139,590)
------------
Total liabilities and
members' deficit $ 667,851
============
</TABLE>
The accompanying notes are an integral part of this balance sheet.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
INFICAD COMPUTING AND DESIGN, LLC
----------------------------------
STATEMENTS OF OPERATIONS
---------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
------------------------------------------------
1998 1997
<S> <C> <C>
REVENUES $1,410,340 $ 798,264
------------ ------------
COST AND EXPENSES:
Cost of revenues 353,087 229,728
Selling, general and administrative 1,415,805 794,188
Total cost and expenses 1,768,892 1,023,916
---------- ----------
LOSS FROM OPERATIONS (358,552) (225,652)
INTEREST EXPENSE (101,872) (75,196)
----------- ----------
NET LOSS $ (460,424) $ (300,848)
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
<PAGE>
INFICAD COMPUTING AND DESIGN, LLC
---------------------------------
STATEMENTS OF MEMBERS' DEFICIT
-------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
-----------------------------------------------
<TABLE>
<CAPTION>
Members' Accumulated
Capital Deficit Total
---------- ----------- ------
<S> <C> <C> <C>
BALANCE, December 31, 1996 $1,500 $(379,818) $(378,318)
Net loss - (300,848) (300,848)
---------- ----------- ----------
BALANCE, December 31, 1997 1,500 (680,666) (679,166)
Net loss - (460,424) (460,424)
---------- ----------- ----------
BALANCE, December 31, 1998 $1,500 $(1,141,090)$(1,139,590)
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
<PAGE>
<TABLE>
INFICAD COMPUTING AND DESIGN, LLC
---------------------------------
STATEMENTS OF CASH FLOWS
------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
-----------------------------------------------
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(460,424) $(300,848)
Adjustments to reconcile net loss
to net cash provided by
(used in) operating activities-
Depreciation and amortization 181,935 169,638
Changes in operating assets
and liabilities-
Accounts receivable (95,121) (48,161)
Prepaid expenses and
other current assets (5,493) (1,781)
Accounts payable 235,274 26,397
Accrued liabilities 36,319 40,451
Deferred revenue 117,739 84,517
Net cash provided
by (used in)
operating activities 10,229 (29,787)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition of
property and equipment (57,143) (176,986)
--------- ---------
Net cash used in investing
activities (57,143) (176,986)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on notes payable, net 368,000 121,050
Payments on capital lease
obligations (72,348) (29,897)
(Payments) borrowings on line of
credit, net (262,042) 111,999
--------- ---------
Net cash provided by
financing activities 33,610 203,152
--------- ---------
NET DECREASE IN CASH (13,304) (3,621)
CASH, beginning of year 17,316 20,937
--------- ---------
CASH, end of year $ 4,012 $ 17,316
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest $ 73,392 $ 47,465
SUPPLEMENTAL DISCLOSURE OF NON-CASH
FINANCING ACTIVITY:
Equipment acquired under
capital leases $ 122,394 $ 303,279
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
<PAGE>
INFICAD COMPUTING AND DESIGN, LLC
---------------------------------
NOTES TO FINANCIAL STATEMENTS
------------------------------
DECEMBER 31, 1998 AND 1997
----------------------------
1. ORGANIZATION AND BUSINESS:
-------------------------
InfiCad Computing and Design, LLC (the Company) is an Arizona limited
liability company, formed in February 1996 pursuant to the terms of the
Operating Agreement for InfiCad Computing and Design, LLC. The Company was
formed through the investments of three individuals (the Members) to
provide high-speed Internet connectivity and enhanced Internet services to
businesses through the use of wireline technologies. The Company sells
primarily to businesses in the Phoenix, Arizona area.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------
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.
Property and Equipment
- ----------------------
Property and equipment are stated at cost. Depreciation and
amortization are provided using the double-declining balance method over
the estimated useful lives of depreciable assets.
Expenditures for repairs and maintenance are charged to expense when
incurred. Expenditures for major renewals and betterments, which extend
the useful lives of existing equipment, are capitalized and depreciated.
Upon retirement or disposition of property and equipment, the cost and
related accumulated depreciation are removed from the accounts and any
resulting gain or loss is recognized in the statements of operations.
Revenue Recognition and Deferred Revenue
- ----------------------------------------
Revenue, comprised primarily of billings on Internet and enhanced
services, is recognized as the services are provided. Amounts collected
prior to the services being provided are reflected as deferred revenue.
Customer set-up fees are recognized upon completion of the services.
Revenue from consulting services is recognized as the services are
provided.
Income Taxes
- ------------
The Company has elected to report its earnings as a limited liability
company under the Internal Revenue Code. All income or loss is reported
through the Members' personal tax returns. The tax returns and the amount
of taxable income or loss are subject to examination by federal and state
taxing authorities. If such examinations result in changes to taxable
income or loss, the tax liabilities of the Members could be changed
accordingly.
Fair Value of Financial Instruments
- -----------------------------------
The Company believes that the carrying value of financial instruments
on the balance sheet approximates their fair value.
Newly Issued Accounting Standard
- --------------------------------
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use" (SOP 98-1). SOP 98-1
provides guidance for capitalizing and expensing the costs of computer
software developed or obtained for internal use. SOP 98-1 is effective for
financial statements for fiscal years beginning after December 15, 1998.
The Company has not yet determined the effect of the adoption of SOP-98-1
on its financial reporting.
3. LIQUIDITY:
---------
The Company incurred operating losses for the years ended December 31,
1998 and 1997. As further discussed in Note 9 to the financial statements,
the Company sold substantially all of its assets to SkyLynx Communications,
Inc. (SkyLynx) in exchange for cash and SkyLynx common stock in July 1999.
Management believes that the sale to SkyLynx will allow the Company to
increase sales and marketing efforts, which in turn should generate
increased revenues and improve operating results.
4. PROPERTY AND EQUIPMENT:
----------------------
Property and equipment consist of the following as of December 31,
1998:
<TABLE>
<CAPTION>
Useful
Lives in
Years Amount
-------- -------
<S> <C> <C>
Communications equipment 5 $782,653
Computer equipment 5 16,358
Furniture and fixtures 5 60,461
Leasehold improvements 3-5 6,010
---------
865,482
Less- Accumulated depreciation
and amortization (395,262)
---------
Property and equipment, net $470,220
</TABLE>
5. NOTES PAYABLE TO MEMBERS:
------------------------
The Company has notes payable to various members. These members have
loaned monies to the Company to fund operations. The notes payable bear
interest at 8.75 percent and are due on demand.
6. CAPITAL LEASE OBLIGATIONS:
-------------------------
The Company has capital leases for certain of its computers and
equipment. Assets under capital leases are capitalized using interest
rates inherent at the inception of each lease. The leases generally
provide for the lessee to pay taxes, maintenance, insurance and certain
other operating costs of the leased property over the three-year term of
each lease. The total cost of assets under capital leases, net of
accumulated amortization, as of December 31, 1998, was $218,764.
Future minimum lease payments required under capital leases for
equipment at December 31, 1998, are as follows:
<TABLE>
<CAPTION>
<S> <C>
Year Ending
December 31, Amount
------------ ------
1999 $186,766
2000 147,695
2001 70,982
--------
Net minimum lease payments
under capital leases 405,443
Less- Portion representing
interest (72,455)
--------
Present value of net minimum
lease payments 332,988
Less- Current maturities (139,877)
--------
Capital lease obligations,
less current maturities $193,111
</TABLE>
The lease agreements required payments of principal and interest under
capital leases of $97,603 for 1998.
7. LINE OF CREDIT:
--------------
The Company maintains a line of credit (the Line) with a financial
institution, under which it may borrow up to $100,000. The Line bears
interest at the prime rate (7.75 percent at December 31, 1998) plus one and
a half and is due on June 18, 1999. The Company had $97,958 in borrowings
under the Line as of December 31, 1998, and borrowings available under the
Line were $2,042 at that date.
The Line is secured by marketable securities owned by certain members
of the Company.
8. COMMITMENTS AND CONTINGENCIES:
-----------------------------
Operating Leases
- ----------------
The Company leases real estate and equipment under operating leases.
Certain real estate and equipment leases require the Company to pay
maintenance, insurance, taxes and certain other expenses in addition to the
stated rentals.
Future minimum lease payments for noncancellable operating leases in effect
at December 31, 1998, are as follows:
<TABLE>
<CAPTION>
<S> <C>
Year Ending
December 31, Amount
------------ -------
1999 $146,295
2000 102,634
2001 13,655
---------
$262,584
=========
</TABLE>
Rent expense under operating leases for the years ended December 31, 1998
and 1997, totaled $153,978 and $66,107, respectively.
9. SUBSEQUENT EVENT:
----------------
Effective July 29, 1999, the Company sold substantially all of its
assets to SkyLynx for $1,125,000 in cash and $1,450,000 in SkyLynx common
stock. The cash portion of the purchase price was paid as follows: (i)
$125,388 was retained by SkyLynx in repayment of a loan, (ii) $520,553 was
paid to certain creditors of the Company, and (iii) the remaining $479,059
was paid to the Company. The common stock issued upon consummation of the
transaction is classified as restricted shares under the Securities Act of
1933. Additionally, SkyLynx will hold back shares having a market value
equivalent to $257,500 for a period of one year following the transaction.
Such shares will be used as collateral to secure any obligation of the
Company to indemnify SkyLynx after the purchase has been closed.
<PAGE>
<PAGE>
INFICAD COMPUTING AND DESIGN, LLC
UNAUDITED PRO FORMA CONDENSED, COMBINED FINANCIAL
STATEMENTS
The unaudited pro forma condensed combined financial statements give
effect to the acquisition by Skylynx Communications, Inc. of the assets of
InfiCad Computing and Design, LLC.
The pro forma condensed combined balance sheet gives effect to the
acquisition as if it had occurred on June 30, 1999. The pro forma
condensed combined statements of operations give effect to the acquisition
as if it had occurred as of January 1, 1998, combining the results of
Skylynx Communications, Inc. for the six months ended June 30, 1999 and the
year ended December 31, 1998 with those of the same periods for InfiCad
Computing and Design, LLC.
The pro forma adjustments are based on estimates, available
information and certain assumptions that management deems appropriate. The
pro forma financial data do not purport to represent what our financial
position or results of operations would actually have been if such
transactions had occurred on those dates and are not necessarily
representative of our financial position or results of operations for any
future period. The pro forma financial statements should be read in
conjunction with the other financial statements and footnotes included
elsewhere in this Report and the Company's other reports filed with the
SEC.
<PAGE>
<PAGE>
<TABLE>
PRO FORMA CONDENSED, COMBINED BALANCE SHEET
As of June 30,1999
SkyLynx Inficad Pro forma Pro forma Pro forma
Communica- Computing Total Adjustments Adjustments Combined
tions, Inc. & Design (a)
<S> <C> <C> <C> <C> <C> <C>
Assets
Cash 8,853,806 - 8,853,806 - (1,125,000)(b) 7,728,806
Accounts receivable 396,508 227,971 624,479 - 624,479
Inventory - - - - -
Other current assets 142,596 11,712 154,308 - 154,308
---------------------------------------------------------------------------
Current assets 9,392,910 239,683 9,632,593 - (1,125,000) 8,507,593
---------------------------------------------------------------------------
Property and equipment 2,318,884 406,682 2,725,566 - 2,725,566
Other assets 4,438,939 - 4,438,939 (2,319,363)(b) 6,758,302
--------------------------------------------------------------------------
Total assets 16,150,733 646,36516,797,098 - 1,194,363 17,991,461
============================================================================
Liability and Equity
Accounts payable & accrued
liabilities 1,248,084 734,753 1,982,637 (734,753) - 1,248,084
Unearned revenue 292,528 119,816 412,344 - - 412,344
Other current Liabilities 122,375 1,132,431 1,254,806 (1,054,630) 257,500(b) 457,676
---------------------------------------------------------------------------
Current liabilities 1,662,987 1,987,000 3,649,987 (1,789,383) 257,500 2,118,104
============================================================================
Long term debt 20,432 - 20,432 - - 20,432
Other long term liabilities 45,311 193,111 238,422 - - 238,422
----------------------------------------------------------------------------
Total long term liabilities 65,743 193,111 258,854 - - 258,854
----------------------------------------------------------------------------
Total liabilities 1,728,730 2,150,067 3,878,797 (1,769,383) 257,500 2,376,956
Preferred stock 14,396,916 - 14,396,916 - - 14,396,916
Common stock 11,102 11,102 - 178(b) 11,280
Paid in capital 30,530,470 1,50030,531,970 (1,500) 1,192,322(b) 31,722,792
Retained deficit (30,516,485)(1,535,246)(32,051,731)1,535,246 - (30,516,485)
Total shareholders' equity 1,422,003 (1,533,745)12,888,257 1,533,745 1,192,500 15,614,503
-----------------------------------------------------------------------------
Total liabilities and
shareholders' equity 16,150,733 646,365 16,797,098 255.637) 1,450,000 17,799,461
===============================================================================
</TABLE>
(a) Adjustments to reflect balances at June 30, 1999 that were not acquired by
the Company.
(b) Adjustment reflects the $2,575,000 asset purchase of InfiCad Computing and
Design, LLC; $2,319,363 customer lists and goodwill, $227,971accounts
receivable, $11,712 other assets, $406,682 property and equipment,
$119,816 deferred revenue, and $270,912 capital leases. The condideration
paid in this transaction was $1,125,000 cash and 216,620 shares of common
stock with a market value of $1,450,000 (of which 38,469 shares with a
market value of $257,500 were retained by Skylynx as a purchase price
holdback).
<PAGE>
<PAGE>
<TABLE>
PRO FORMA CONDENSED, COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30,1999
SkyLynx Inficad Pro forma Pro forma
Communica- Computing Total Adjustments Combined
tions, Inc. Design, LLC
<S> <C> <C> <C> <C> <C>
Revenues 700,754 1,092,382 1,793,136 1,793,136
Operating cost
and expenses 13,659,472 1,428,590 15,088,062 386,560(a) 15,474,622
Loss from operations (12,958,718) (336,208)(13,294,926)(386,560) (13,661,486)
Interest and other
income (expenses) 66,098 (57,948) 8,150 - 8,150
------------------------------------------------------------
Net Loss (12,892,620) (394,156)(13,286,776)(386,560) (13,673,336)
Preferred Stock Dividends:
As reported (602,995) (602,995)
Plus Adjustment
Accretion of Beneficial
Conversion Feature of (11,422,538) (11,422,538)
Preferred Stock
------------------------------------------------------------
Net Loss Applicable to
Common Shareholders (24,918,153) (25,698,869)
Weighted average
common shares
outstanding 10,915,340 178,151(b) 11,093,491
Basic loss per share (2.28) (0.07)(b) (2.31)
</TABLE>
(a) Adjustment to reflect six months amortization expense ($386..560) the
customer lists and goodwill recorded in connection with the acquisition.
The customer lists and goodwill are amortized over a period of three years.
(b) Adjustment to revise the weighted-average common shares outstanding and
basic loss per share for the 178,151common shares issued in the purchase
agreement.
<PAGE>
<PAGE>
<TABLE>
PRO FORMA CONDENSED, COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31,1998
SkyLynx Inficad Pro forma Pro forma
Communica- Computing Total Adjustments Combined
tions,Inc. Design, LLC
<S> <C> <C> <C> <C> <C>
Revenues 7,898 1,410,340 1,418,238 1,418,238
Operating cost
and expenses 5,300,834 1,768,892 7,069,726 773,121(a) 7,842,847
Loss from operations (5,292,936) (358,552)(5,651,488) (773,121) (6,424,609)
Interest and other
income (expenses) 18,104 (101,872) (83,768) - (83,768)
----------------------------------------------------------
Net Loss (5,274,832) (460,424)(5,735,256) (773,121) (6,508,377)
==========================================================
Preferred Stock Dividends:
As reported (39,759) (39,759)
Plus Adjustment
Accretion of Beneficial
Conversion Feature of
Preferred Stock (73,029) (73,029)
----------------------------------------------------------
Net Loss Applicable to
Common Shareholders (5,387,620) (6,621,165)
Weighted average
common shares
outstanding 8,946,874 178,151(b) 9,125,025
Basic loss per share (0.60) (0.13)(b) (0.72)
</TABLE>
(a) Adjustment to reflect six months amortization expense ($773,121) on the
customer lists goodwill recorded in connection with the acquisition. The
customer lists and goodwill are amortized over a period of three years.
(b) Adjustment to revise the weighted-average common shares outstanding and
basic loss per share for the 178,151 common shares issued in the purchase
agreement.
<PAGE>
<PAGE>
<TABLE>
INFICAD COMPUTING AND DESIGN, LLC
---------------------------------
BALANCE SHEET -- JUNE 30, 1999
------------------------------
(Unaudited)
ASSETS
------
<S> <C>
CURRENT ASSETS:
Cash $ -
Accounts receivable, net of
allowance for doubtful accounts
of $7,484 at June 30, 1999 227,971
Prepaid expenses and other
current assets 11,712
----------
Total current assets 239,683
PROPERTY AND EQUIPMENT, net 406,682
Total assets $ 646,365
==========
LIABILITIES AND MEMBERS' DEFICIT
--------------------------------
CURRENT LIABILITIES:
Accounts payable $ 610,638
Accrued liabilities 124,115
Deferred revenue 119,816
Current maturities of capital
lease obligations 77,801
Line of credit 175,000
Notes payable to members and
related parties 879,630
----------
Total current liabilities 1,987,000
CAPITAL LEASE OBLIGATIONS, net of current
maturities 193,111
-----------
COMMITMENTS AND CONTINGENCIES
MEMBERS' DEFICIT:
Contributed capital 1,500
Accumulated deficit (1,535,246)
-----------
Total members' deficit (1,533,746)
-----------
Total liabilities and
members' deficit $ 646,365
============
</TABLE>
The accompanying notes are an integral part of this balance sheet.
<PAGE>
<PAGE>
<TABLE>
INFICAD COMPUTING AND DESIGN, LLC
---------------------------------
STATEMENTS OF OPERATIONS
-------------------------
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1999 AND 1998
-------------------------------------------------------
(Unaudited)
Six-month
Period Ended
June 30,
--------------------
1998 1997
------- -------
<S> <C> <C>
REVENUES $1,092,382 $ 653,200
----------- ----------
COST AND EXPENSES:
Cost of revenues 631,594 135,685
Selling, general and
administrative 796,996 737,832
----------- ----------
Total cost and expenses 1,428,590 873,517
----------- ----------
LOSS FROM OPERATIONS (336,208) (220,317)
INTEREST EXPENSE (57,948) (50,360)
----------- -----------
NET LOSS $(394,156) $(270,677)
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
INFICAD COMPUTING AND DESIGN, LLC
----------------------------------
STATEMENTS OF CASH FLOWS
------------------------
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 1999 AND 1998
-------------------------------------------------------
(Unaudited)
Six-month
Period Ended
June 30,
-----------------------------
1999 1998
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(394,156) $(270,677)
Adjustments to reconcile net
loss to net cash (used in)
provided by operating
activities-
Depreciation 105,994 57,656
Changes in operating assets
and liabilities-
Accounts receivable (47,355) (48,775)
Prepaid expenses and other
current assets 1,291 290
Accounts payable 291,919 235274
Accrued liabilities 27,225 31,540
Deferred revenue (104,440) 58,870
---------- ---------
Net cash (used in) provided
by operating activities (119,522) 64,178
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition of
property and equipment (42,456) (49,710)
---------- ----------
Net cash used in investing
activities (42,456) (49,710)
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on notes payable, net 143,000 100,000
Payments on capital lease
obligations (62,076) (42,429)
Borrowings (payments) on line
of credit, net 77,042 (36,000)
---------- ----------
Net cash provided by financing
activities 157,966 21,571
NET (DECREASE) INCREASE IN CASH (4,012) 36,039
CASH, beginning of period 4,012 17,316
--------- ----------
CASH, end of period $ - $ 53,355
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest $ 32,194 $ 31,100
SUPPLEMENTAL DISCLOSURE OF NON-CASH
FINANCING ACTIVITY:
Equipment acquired under
capital leases $ - $ 106,691
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
<PAGE>
INFICAD COMPUTING AND DESIGN, LLC
----------------------------------
NOTES TO FINANCIAL STATEMENTS
------------------------------
JUNE 30, 1999
-------------
(Unaudited)
1. INTERIM FINANCIAL INFORMATION:
The interim financial statements as of June 30, 1999, and for the six-
month periods ended June 30, 1999 and 1998, are unaudited and have been
prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of InfiCad
Computing and Design, LLC's management, the unaudited interim financial
statements contain all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation. The results of
operations for the interim periods are not necessarily indicative of the
results for the entire fiscal year.
<PAGE>
<PAGE>
SIGNATURE
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.
SKYLYNX COMMUNICATIONS , INC.
Dated: October 12, 1999 By: /s/ Jeffery A. Mathias
--------------------- ------------------------------
Jeffery A. Mathias, President
