SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 2000
(October 27, 2000)
800America.com, INC.
----------------------------------------------------
(Exact Name of Registrant as specified in its charter)
Nevada 333-51683 87-0567884
------ --------- ----------
(State or other jurisdiction) (Commission file number) (IRS Employer ID No.)
1929 21st Avenue, Nashville, Tennessee 37212
-------------------------------------- -----
(address of principal executive offices) (zip code)
(800) 999-5048
--------------
(Registrant's telephone number,
including area code)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On October 27, 2000 800America.com, Inc. ("Registrant") acquired
Inshop.com, Inc. ("Inshop") pursuant to a Stock Acquisition Agreement between
Registrant, Inshop and certain shareholders of Inshop (the " Agreement") and
issued in the aggregate 1,800,000 shares of its restricted common stock to the
shareholders of Inshop. Pursuant to the terms of the Agreement, Registrant
intends to operate Inshop as a subsidiary. Inc. Following completion of the
terms of the Agreement, the shareholders of Inshop will own approximately 12.6 %
of the outstanding common stock of Registrant.
Closing of the transaction was subject to shareholder approval of the
Inshop Shareholders. No shareholder approval by Registrant's shareholders was
required. No registration statement will be filed covering the issuance of
shares to the shareholders of Inshop because Registrant believes such issuance
is exempt from the registration requirements of the Securities Act of 1933 by
virtue of Rule 506 of Regulation D promulgated under Act.
Registrant determined that the acquisition of Inshop would significantly
increase Registrant's revenue and income potential by utilizing Inshop's web
site and related assets.
There is no relationship between Registrant or its affiliates, officers or
directors and Inshop or its affiliates, officers and directors.
The exchange ratio provided for in the Stock Acquisition Agreement was
arrived at by arms length negotiation based upon the revenues, income and
potential for growth of Inshop as of the time the transaction was negotiated.
The Registrant is still evaluating the business of Inshop and may make
changes in the manner in which Inshop conducts its business.
Item 7. Financial Statements and Exhibits.
----------------------------------
(a) Financial Statements
Audited financial statements of Inshop.com, Inc. will be filed by
amendment not later than sixty days from the date of this report.
(b) Pro forma Financial Statements
Pro forma financial information of Registrant and Inshop will be
filed by amendment not later than sixty days from the date of
this report.
(c) Exhibits
2.0 Stock Acquisition Agreement
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, the Registrant has caused this report to be signed on its behalf by the
undersigned duly authorized officer.
800America.com, Inc
(Registrant)
Dated: November 11, 2000 By: /s/ Elie Rabi
------------------------------------
Elie Rabi, President
