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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 24, 2000
Date of Report (Date of earliest event reported)
ABSOLUTEFUTURE.COM
(Name of small business issuer in its charter)
Commission File Number: 000-24199
Nevada 88-0306099
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
10900 NE 8th Street, Suite 1414
Bellevue, WA 98004
(Address of principal executive offices including zip code)
(425) 462-6210
(Issuer's telephone number)
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Item 5. Other Events.
The Company is filing this Amendment No. 1 to its Current Report on Form 8-K/A
in order to provide the information contained in its press release dated May 24,
2000, which is included as Exhibit 2 to this report, and to amend the
information contained in its Current Report on Form 8-K filed with the
Commission on May 1, 2000.
Item 7. Financial Statements and Exhibits.
Exhibits filed as a part of this report.
Exhibit No. Description
- ---------- -----------
99.1 AbsoluteFuture.com Press Release dated May 1, 2000
99.2 AbsoluteFuture.com Press Release dated May 24, 2000
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on May 24, 2000.
AbsoluteFuture.com
By: /s/ BRIAN P. ABEEL
---------------------------
Brian P. Abeel
Secretary
Dated May 24, 2000
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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ABSOLUTEFUTURE.COM MAKES DISCLOSURE RELATING TO CONSULTANT EMPLOYMENT PLANS AND
STOCK ISSUANCES AND WARNS OF SUBSTANTIAL NET LOSS IN QUARTER ENDED MARCH 31,
2000.
BELLEVUE, WASHINGTON, May 1, 2000 -- AbsoluteFuture.com (OTC BB:AFTI) announced
today that certain consulting contracts, referred to in recent SEC filings on
Forms S-8 (filed December 10, 1999, and January 20, 2000) and on Form 10-KSB,
have failed to result in services rendered per the terms of the contracts, and
the Company intends to take as an expense in the first quarter of fiscal year
2000 the value of the shares issued per the terms of the contracts.
Per Form S-8 filed December 10, 1999 with the Securities and Exchange Commission
(see Commission File No. 00024199), the Company registered 1,100,000 shares of
common stock, at a proposed offering and maximum price of $0.25 per share,
proposed maximum aggregate offering price $275,000, stated in the Form S-8 as
compensation of "Commonwealth Partners NY, LLC," New York, NY, for "marketing,
advertising design and model/spokesperson services for registrants products."
The Form S-8 included as Exhibit 4 a copy of the "consulting agreement" with
Commonwealth Partners, which set forth additional services to be provided by
consultant during a 12-month period ending in December 2000, to be compensated
for by the 1,100,000 shares of stock registered and further compensated by
monthly payments of $7,000, payable $2,500 in cash and $4,500 in restricted
common shares of the Company.
To date, the services rendered pursuant to that consulting agreement with
Commonwealth Partners NY, LLC, have included the introduction of the Company to
various investors, who have committed to stock subscription payments totaling
$1,000,000, of which $850,000 has been received to date and have also included
the introduction of other business possibilities and advice of a general nature.
No monthly invoices have been received from Commonwealth Partners for monthly
services rendered since the agreement date of December 10, 1999, and Company
management has present reason to doubt any additional services will be provided
pursuant to the agreement. The Company has not located any documents, other
than the "consulting agreement" itself, showing any evidence or commitment of
further work intended to be performed in the future. The $275,000 value of this
stock issuance was recorded as an expense in the 1999 Annual Report Form 10-KSB.
Per Form S-8 filed January 20, 2000 with the Securities and Exchange Commission
(see Commission File No. 00024199), the Company registered a total of 3,000,000
shares of common stock, at a proposed offering and maximum price of $0.74 per
share, proposed maximum aggregate offering price $2,220,000, stated in the Form
S-8 as compensation pursuant to "The Consultant Compensation Plan" for services
to be rendered by four consultants: Galton Scott & Goulett, Inc., Middleton, NY
(to receive "Engagement Fee" of 650,000 shares); Dottenhoff
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Financial Ltd., c/o Monesh Bakashi, Esq., Middleton, NY (to receive "Engagement
Fee" of 700,000 shares); Berkshire Capital Partners, Inc., c/o of Monesh
Bakashi, Esq., Middleton, NY (to receive "Engagement Fee" of 800,000 shares);
and Zimenn Importing and Exporting Inc., c/o of Monesh Bakashi, Esq., Middleton,
NY (to receive "Engagement Fee" of 850,000 shares). The January 20, 2000 Form S-
8 included as Exhibits 4.1, 4.2, 4.3, and 4.4 copies of the "consulting
agreements" with each of the respective entities, and each consulting agreement
set forth the specific services to be provided by the respective consultant
during a 12-month period ending January 12, 2001.
To date, there have been no services rendered pursuant to each of those four
consulting agreements, and Company management has present reason to doubt any
additional services will ever be provided pursuant to the agreements. The
Company has not located any documents, other than the "consulting agreements"
themselves, showing any evidence or commitment of work intended to be performed
in the future.
The Company's Form 10-KSB, filed with the SEC for the fiscal year ending
December 31, 1999, made reference to the above four consulting arrangements to
begin in 2000 and the issuance of the 3,000,000 shares of common stock.
Relevant to that filed 10-KSB for fiscal year ending December 31, 1999, by this
Press Release and accompanying SEC Form 8-K filed contemporaneously, the Company
hereby notifies the public as stated above, that there have been no services
rendered pursuant to each of those four consulting agreements, that no documents
have been located by the Company, other than the consulting agreements
themselves, showing any evidence of work intended to be performed in the future,
and Company management has present reason to doubt any additional services will
ever be provided pursuant to the agreements or were ever intended to be
performed by the consultants.
Company management is seeking advice with respect to these matters and
appropriate action, if any.
The charging off of the value of the stock issued for consulting services will
result in the Company recording a non-cash expense of $2,220,000 in the first
quarter ended March 31, 2000. As a result of this transaction along with
ongoing investment in new product development, management anticipates reporting
a substantial net loss for the first quarter.
The failure on the part of the aforementioned parties to provide services and
the resulting expense does not directly affect the development of SafeMessage or
the Company's other businesses. The Company is still planning to have a beta
version of SafeMessage available in the second quarter of fiscal 2000 with full
release later in the year.
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
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ABSOLUTEFUTURE.COM MAKES DISCLOSURES RELATING TO INAPPROPRIATE REGISTRATION OF
STOCK ISSUED UNDER CONSULTANT PLANS.
BELLEVUE, WASHINGTON, May 24, 2000 - AbsoluteFuture.com (OTC BB:AFTI) today
announced its determination that shares of unrestricted stock which it has
issued to consultants under certain consulting plans were not eligible for
registration with the SEC on the form of registration statement filed by the
Company. The Company filed Form S-8 registration statements on December 10,
1999, and January 20, 2000, for the purpose of registering stock issued under
consulting agreements covering a range of stated services. Both registration
statements included an opinion from the Company's former attorney stating that
the Company could issue unrestricted stock to the consultants under the Form S-8
registration statements.
Unfortunately, none of the consultants were natural persons as required by Form
S-8, but were each some form of legal entity. In addition, the consulting
agreement filed under the December 1999 Form S-8 included among the services to
be rendered activities related to capital raising. Form S-8 is not available
for registration of stock issued in connection with capital raising activities.
Finally, as reported in the Company's May 1, 2000 press release, the consultants
who received stock in January 2000 never performed any of the required services
and Company management now doubts that any additional services will ever be
provided pursuant to the agreements. Form S-8 is not available to register
shares where bona fide services are not rendered by the consultants.
At this date, the consultants have transferred into street name all of the
shares issued to them by the Company under the inappropriate registration
statements. The Company does not know whether the consultants still hold the
shares or have sold them into the market.
The Company is initiating discussions with the SEC to address the situation and
is evaluating its options with relation to its former attorney and the
consultants. These issues do not directly affect the development of SafeMessage
or the Company's other businesses. The Company is still planning to have a beta
version of SafeMessage available in May 2000 with full release later in the
year.
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