SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
Date of Report (Date of filing of original report):
August 16, 1999 (July 19, 1999)
800 AMERICA.COM, Inc.
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(Exact Name of Registrant as specified in its charter)
Nevada 333-51683 87-0567884
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(State or other jurisdiction) (Commission file number) (IRS Employer
ID No.)
1200 S. Mt. Juliet Road, Mt. Juliet, Tennessee 37204
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(address of principal executive offices) (zip code)
(888) 855-9872
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(Registrant's telephone number,
including area code)
World House Entertainment, Inc.
2831 Dogwood Place
Nashville, Tennessee 37204
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(former name and former address if changed since last report)
<PAGE>
Item 7. Financial Statements and Exhibits.
(b) Pro forma financial information.
Jack F. Burke, Jr
Certified Public Accountant
P. 0. Box 15728
Hattiesburg, Mississippi 39404
Report on Examination of Pro Forma Financial Information
Board of Directors
World House Entertainment, Inc.
11011 King Street, Suite 260
Overland Park, Kansas 66210
I have examined the pro forma adjustments reflecting the events described in
Note I and the application of those adjustments to the historical amounts in the
accompanying pro forma condensed balance sheet of World House Entertainment,
Inc. as of May 31,1999, and the pro forma condensed statement of income for the
five (5) months then ended. The historical condensed financial statements are
derived from the historical financial statements of World House Entertainment,
Inc. which were audited by me, and of 800 America Inc. which were audited by me,
appearing elsewhere herein. Such pro forma adjustments are based upon
management's assumptions described in Note 3. My examination was made in
accordance with standards established by the American Institute of Certified
Public Accountants and, accordingly, included such procedures as I considered
necessary in the circumstance.
The objective of this pro forma financial information is to show what the
significant effects on the historical financial information might have been had
the events occurred at an earlier date. However, the pro forma condensed
financial statements are not necessarily indicative of the results of operations
or related effects on financial position that would have been attained had the
above-mentioned transaction actually occurred earlier.
In my opinion, management's assumptions provide a reasonable basis for
presenting the significant effects directly attributable to the above-mentioned
events described in Note 1, the related pro forma adjustments give appropriate
effect to those assumptions, and the pro forma column reflects the proper
application of those adjustments to the historical financial statement amounts
in the pro forma condensed balance sheet as of May 31,1999, and the pro forma
condensed statement of income for the five (5) months then ended.
Sincerely,
/s/ Jack F. Burke, Jr.
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Jack F. Burke, Jr.
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<TABLE>
<CAPTION>
World House Entertainment, Inc.
Condensed Pro Forma Balance Sheet
May 31, 1999
Historic Pro Forma
Balance Pro Forma Balance
Assets Sheet Adjustment Sheet
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<S> <C> <C> <C>
Current Assets
Cash and Cash Equivalents $505,069 $505,069
Accounts Receivable 87,300 87,300
Less Allowance for Doubtful Accounts (13,095) (13,095)
-------------------------
Total Current Assets 579,274 579,274
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Property and Equipment
Equipment 76,500 76,500
Computer Equipment and Site 70,899 70,899
Accumulated Depreciation and
Amortization (5,221) (5,221)
--------------------------
Total Property and Equipment 142,178 142,178
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Total Assets 721,452 721,452
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Liabilities and Stockholders Equity
Current Liabilities
Accounts Payable and Other
Accrued Expenses 73,004 73,004
Customer Rebates Payable 72,000 72,000
--------------------------
Total Current Liabilities 145,004 145,004
--------------------------
Stockholders Equity
Common Stock - 50,000,000 Shares
Common Stock Par Value $.001
authorized, 780,000 Shares Issued 780 0 0
Common Stock after pro forma
Adjustments issued 12,250,000 Shares 0 11,470 12,250
Additional Paid in Capital 194,371 488,530 682,901
Retained Earnings (195,151) 76,448 (118,703)
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Total Stockholders Equity 0 576,448 576,448
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Total Liabilities and Stockholder Equity $0 $721,452 $721,452
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<PAGE>
World House Entertainment, Inc.
Condensed Pro Forma Balance Sheet
May 31, 1999
Historic Pro Forma
Balance Pro Forma Balance
Sheet Adjustment Sheet
Income $0 $234,940 $234,940
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Operating Expense
Salaries 32,230 32,230
Professional Fees 7,902 1,000 8,902
Customer Rebates 72,000 72,000
Depreciation 5,221 5,221
Office Expense 1,212 13,846 15,058
Bad Debts 0 13,095 13,095
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9,114 137,392 146,506
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Net Income (Loss) from Operations (9,114) 97,548 88,434
Income Tax Expense 0 21,400 21,400
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Net Income (Loss) ($9,114) $76,148 $67,034
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</TABLE>
<PAGE>
July 14, 1999
World House Entertainment, Inc.
Notes to Pro Forma Financial Statements
Note 1 - Introduction
These pro forma statements are provided to illustrate the results of a statutory
merger of 800 America Inc. (A Delaware Corporation) into World House
Entertainment, Inc. (A Nevada Corporation) and the immediate sale of three
hundred thousand (300,000) shares of common stock of the surviving entity (World
House Entertainment, Inc.) for five hundred thousand dollars ($500,000). As
World House Entertainment, Inc. had no assets or liabilities at the time of the
merger, it is not considered a significant constituent part of the combined
entity, therefore its historic financial statements for the previous year are
not made a part of these pro forma financial statements.
800 America Inc. (The only significant constituent part of the combined entity)
was incorporated in 1999 and at May 31,1999 had only two months of operating
history. The audited financial statements for 800 America Inc. for the period
ending May 31,1999 are incorporated herein by reference.
The pro forma adjustment illustrates the changes to the historic balance sheet
as if the events had taken place on May 31,1999, and illustrates the changes to
the historic income statement as if the events had taken place on January 1,
1999.
Note 2 - Significant Accounting Policies
The statutory merger referred to in Note I will be accounted for as a pooling of
interest business combination combining the accounts of each combining entity
and continuing the activities of the combining entities as one entity.
Note 3 - Management's Assumptions
The only assumptions indicated are that the merger will take place and the stock
purchase will occur. According to the provisions of Accounting Principles Board
Opinion No. 16 Business Combinations, a business combination effected as pooling
of interest does not ordinarily involve a choice of assumptions by management.
Accordingly, a report on a proposed pooling transaction need not address
management assumptions. The two events (merger and stock sale) occurred July 9,
1999 as provided in the pro forma statements. There are no uncertainties as to
the results.
<PAGE>
Note 4 - Pro Forma Adjustment
Pro forma Adjustments - Pro forma adjustments, except for common stock (see
below) consist of $500,000 cash receipt for stock sale and inclusion of the
account balances of 800 America Inc.
Common Stock - The following common stock transactions account for the pro forma
adjustments to common stocks.
<TABLE>
<CAPTION>
Shares Common Additional Paid
Issued Stock in Capital
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<S> <C> <C> <C>
Shares issued to pre merger Stockholders
of World House Entertainment, Inc.
effecting a 2 1/2for 1 split. 1,170,000 1,170 (1,170)
Shares issued to Stockholders of 800
America Inc. Stockholders pursuant
to the merger. 10,000,000 10,000 (10,000)
Shares purchased immediately
post merger for five hundred
thousand dollars ($500,000). 300,000 300 499,700
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Pro forma adjustment 11,470,000 11,470 488,530
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</TABLE>
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.
800 AMERICA.COM, Inc.
Date: August 16, 1999 By: /s/ Elie Rabi
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Elie Rabi
President
