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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): March 3, 2000
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Anyox Resources Inc.
(Exact name of registrant as specified in its charter)
Nevada 0-25389 98-01912
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
540 N. Tamiami Trail
Sarasota, Florida 34236
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (941) 954-1144
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Item 4. Changes in Registrant's Certifying Accountant
From its inception on July 13, 1998, Anyox Resources Inc.'s (the "Company")
principal accountant has been Andersen Andersen & Strong, L.C. of Salt Lake
City, Utah. Effective March 15, 2000, the Board of Directors of the Company
approved the change of accountants. On March 15, 2000, management of the Company
dismissed Andersen Andersen & Strong, L.C. and engaged Christopher, Smith,
Leonard, Bristow, Stanell & Wells, P.A. of Bradenton, Florida, as its
independent public accountants to audit its financial statements formerly
audited by Andersen Andersen & Strong, L.C.
The Company believes, and has been advised by Andersen Andersen & Strong,
L.C. that it concurs with such belief, that, for the period ended January 31,
1999 and the fiscal year ended June 30, 1999, the Company and Andersen Andersen
& Strong, L.C. did not have any disagreement on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction of Andersen
Andersen & Strong, L.C. would have caused it to make reference in connection
with its report on the Company's financial statements to the subject matter of
the disagreement. The report of Andersen Andersen & Strong, L.C. on the
Company's financial statements for the period ended January 31, 1999 and for the
fiscal year ended June 30, 1999 did not contain an adverse opinion or a
disclaimer of opinion, but did contain a qualification that the financial
statements were prepared under the assumption that the Company will continue as
a going concern.
The Company has requested that Andersen Andersen & Strong, L.C. furnish a
letter addressed to the Securities and Exchange Commission stating whether
Andersen Andersen & Strong, L.C. agrees with the above statements.
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Item 5. Other Events
RESIGNATION OF BOARD OF DIRECTORS AND APPOINTMENT OF NEW DIRECTORS
Effective March 15, 2000, the number of directors comprising the Board of
Directors of the Company was increased from two to three. Carsten Mide and
Philip Yee resigned as members of the Board of Directors of the Company and have
been replaced by Santu Rohatgi and Edward Bertha. Also effective March 15,
2000, Carsten Mide resigned as President of the Company and Mary Hethey resigned
as Secretary and Treasurer of the Company and Santu Rohatgi was appointed
President, Secretary and Treasurer of the Company and Edward Bertha was
appointed Chief Operating Officer of the Company.
The changes of officers and directors of the Company were made pursuant to
a definitive agreement between the Company and Web Partners, Inc., a Florida
corporation, and two of its primary shareholders which closed on March 15,
2000. The changes in control of the Company resulting from the business
combination will be addressed in a separate Form 8-K to be filed with the
Commission shortly.
Effective March 16, 2000, the number of directors comprising the Board of
Directors of the Company was increased from three to four. Also effective March
16, 2000, Bruce Benson and David Kennedy were appointed members of the Board of
Directors of the Company.
Santu Rohatgi - President, Secretary and Treasurer and Director
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Santu Hohatgi, who is also Chief Financial Officer for Web Partners, Inc.,
has had ten years of management experience at AT&T, where he held various
management positions, including financial planning management of start-up
Internet Commerce Services; Manager of Support Operations; Director of
Operations, Northeast Division; and Director of Finance & Administration, New
England Region. He also ran a consulting services company for small and medium
size businesses in the area of information technology, business automation and
operations. He received an MA from Patna University in India, an MBA from
Eastern New Mexico University and a Masters Certificate in Project Management
from George Washington University. He is a Certified Project Management
Professional (PMP).
Edward Bertha - Chief Operating Officer and Director
----------------------------------------------------
Edward Bertha has held a variety of positions in development, consulting,
marketing and sales, including twice being named the Salesman of the Year at
Lawson Software. He has built successful sales and development organizations. He
started CFT Consulting which was one of 30 firms selected worldwide to sit on
IBM's Lotus Development Technical Roundtable. Mr. Bertha has managed consulting
engagements and has developed extensive contracts throughout the industry. He
has been engaged as an independent consultant, functioning as Executive Vice
President of Sales and Marketing for Web Partners, Inc. Mr. Bertha holds a
Masters degree in Marketing from the University of Dayton.
Bruce Benson - Director
-----------------------
Bruce Benson oversees all aspects of iWeb, a privately held Internet
startup that provides enabling technologies and services for Web asvertising
that bring Internet ad revenues to ISPs. Before joining iWeb, Benson was
Executive Vice President of Corporate Strategy and Technology of Young &
Rubicam, where he was responsible for Internet strategy and managed the global
coordination of Y & R's technological resources. Prior to joining Y & R, Mr.
Benson was with Sony Music as a Senior Vice President in several capacities,
where he worked to develop long-range strategies for the company, including
early stage Internet plays. Before his work at Sony, Benson was a Partner at
Price Waterhouse where he was largely repsonsible for the launch of their
thriving Entertainment and Media Practice. He received a BS in mathematics from
the University of Houston.
David Kennedy - Director
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David Kennedy is a founder of TDRC Group, the largest intellectual property
consulting company in the nation. At TDRC, where his clients range from Fortune
100 companies to start-up ventures, he assists Internet and technology companies
formulate their strategic direction based upon maximizing the value of their
intellectual capital. Mr. Kennedy sits on the board of several Internet related
companies and is on the Advisory Board of an intellectual property venture
capital fund. Before founding TDRC, he was a senior partner in an international
consulting firm and was the partner in charge of the technology transfer and
patent licensing division. He received a BBA in accounting and is a Certified
Public Accountant in the state of Georgia.
The Company issued a press release with respect to the change of officers
and directors on March 10, 2000, a copy of which is attached as Exhibit 99.1 to
this Form 8-K.
DISCLOSURE OF PRIVATE OFFERING
On February 4, 2000, Anyox Resources Inc. (OTC Bulletin Board: ANYX)
commenced a private offering of its common stock. The offering is a best efforts
no minimum offering by the company of up to 6 million shares at $0.85 per share,
for total maximum proceeds of $5,100,000. The common stock being offered has not
been registered with or approved by any state securities agency or the U.S.
Securities and Exchange Commission and is being offered and sold pursuant to an
exemption from registration. On March 3, 2000, the Company ceased accepting
additional subscriptions. Sales will be made only to accreditied investors who
reside outside the United States.
The Company issued a press release with respect to the private offering on
March 3, 2000, a copy of which is attached as Exhibit 99.2 to this Form 8-K.
Item 7. Exhibits
16. Letter from Andersen Andersen & Strong, L.C.
99.1 Press release on change in officers and directors.
99.2 Press release on private offering.
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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.
ANYOX RESOURCES INC.
Dated: March 20, 2000
By: /s/ Santu Rohatgi
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Name: Santu Rohatgi
Title: President
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EXHIBIT INDEX
Exhibit
Number Description
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16. Letter from Andersen Andersen & Strong, L.C.
99.1 Press release on change in officers and directors.
99.2 Press release on private offering.
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EXHIBIT 16
[LETTERHEAD OF ANDERSEN ANDERSEN & STRONG, L.C.]
March 20, 2000
United States Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
We have read Item 4 of Form 8-K dated March 3, 2000, of Anyox Resources Inc. and
are in agreement with the statements contained therein. We have no basis to
agree or disagree with other statements of the registrant contained in the Form
8-K.
Very truly yours,
/s/ Andersen Andersen & Strong, L.C.
Andersen Andersen & Strong, L.C.
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EXHIBIT 99.1
WEB PARTNERS NAMES PRESIDENT, EXPANDS BOARD OF DIRECTORS SANTU ROHATGI, CFO,
NAMED PRESIDENT AND DIRECTOR; BRUCE BENSON, CEO OF IWEB, and David A. Kennedy, a
founder of TDRC Group, Named to Board
FRIDAY, MARCH 10 2000 1:18 PM EST
SARASOTA, Fla., Mar 10, 2000 /PRNewswire via COMTEX/ -- Web Partners, Inc. (OTC
Bulletin Board: ANYX), a developer and provider of web-based technologies for
the advertising industry, announced today that it has promoted Santu Rohatgi,
current Chief Financial Officer and Chief Operating Officer, to President and
Director. The company also announced that their Board of Directors has expanded
to include two additional members: Bruce P. Benson, Chief Executive Officer of
iWeb, a pioneering Internet messaging company; and David A. Kennedy, a founder
of TDRC Group, the largest intellectual property consulting company in the U.S.
Santu Rohatgi, who will retain his duties as CFO for Web Partners, has had ten
years of management experience at AT&T, where he held various management
positions, including financial planning management of start-up Internet Commerce
Services; Manager of Support Operations; Director of Operations, Northeast
Division; and Director of Finance & Administration, New England Region. He also
ran a consulting services company for small and medium size businesses in the
areas of information technology, business automation and operations. He received
an MA from Patna University in India, an MBA from Eastern New Mexico University
and a Masters Certificate in Project Management from George Washington
University. He is a Certified Project Management Professional (PMP).
Bruce Benson oversees all aspects of iWeb, a privately held Internet startup
that provides enabling technologies and services for Web advertising that bring
Internet ad revenues to ISPs. Before joining iWeb, Benson was Executive Vice
President of Corporate Strategy and Technology of Young & Rubicam, where he was
responsible for Internet strategy and managed the global coordination of Y&R's
technological resources. Prior to joining Y & R, Mr. Benson was with Sony Music
as a Senior Vice President in several capacities, where he worked to develop
long-range strategies for the company, including early stage Internet plays.
Before his work at Sony, Benson was a Partner at Price Waterhouse where he was
largely responsible for the launch of their thriving Entertainment and Media
Practice. He received a BS in mathematics from the University of Houston.
David Kennedy is a founder of TDRC Group, the largest intellectual property
consulting company in the nation. At TDRC, where his clients range from Fortune
100 companies to start-up ventures, he assists Internet and technology companies
formulate their strategic direction based upon maximizing the value of their
intellectual capital. Mr. Kennedy sits on the board of several Internet related
companies and is on the Advisory Board of an intellectual property venture
capital fund. Before founding TDRC, he was a senior partner in an international
consulting firm and was the partner in charge of the technology transfer and
patent licensing division. He received a BBA in accounting and is a Certified
Public Accountant in the state of Georgia.
About Web Partners, Inc. Web Partners, with headquarters in Sarasota, FL, is a
developer and provider of web-based technologies for the advertising industry.
The company, with its proprietary set of patent-pending web products is setting
the standard in online advertising. Leading Internet portals stand to benefit
from the potentially huge advertising revenue streams made possible by these
technologies. Web Partners has a family of technologies that allow the rapid
deployment of online 30-second commercial spot advertisements -- CyberSpot(TM).
This new technology allows Instant On User interface(TM), which completely loads
dynamic web content, full screen in under 2 seconds, using any popular web
browser and requiring no media players or plug-ins. A third Web Partners
product, Delivery Verification Technology (DVT), gives advertising and media
managers the first reliable standard for online audience
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measurement. DVT measures whether Web pages, banner ads and the newest platform,
CyberSpot(TM) commercials, have been fully downloaded and displayed on the
user's terminal.
This release contains forward-looking statements, which are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve risks and uncertainties that could
cause actual results to differ materially from the forward-looking statements.
Those risks include, but are not limited to, the Company's ability to manage
growth, acceptance of the Internet as a means for commerce, market demand for e-
commerce and online advertising, the Company's ability to recruit and retain
qualified management and employees and the Company's ability to obtain future
financing for the Company's operations. All forward-looking statements should be
considered in light of these risks and uncertainties.
SOURCE Web Partners, Inc.
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EXHIBIT 99.2
ANYOX COMPLETES PRIVATE PLACEMENT AND NEGOTIATES INTERNET MERGER
FRIDAY, MARCH 3 2000 11:00 AM EST
RENO, Nev., Mar 3, 2000 /PRNewswire via COMTEX/ -- Anyox Resources Inc. (OTC
Bulletin Board: ANYX) announces that on February 4, 2000 it commenced a private
offering of its common stock. The common stock being offered will not be
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements. The offering is a best efforts no minimum offering by
the company of up to 6 million shares at $0.85 per share, for total maximum
proceeds of $5,100,000. This announcement is not an offer to sell securities and
is not a solicitation of an offer to buy securities. Sales will be made only to
accredited investors who reside outside the United States. No money or other
consideration is being solicited or will be accepted by way of this
announcement. The common stock being offered has not been registered with or
approved by any state securities agency or the U.S. Securities and Exchange
Commission and is being offered and sold pursuant to an exemption from
registration.
Anyox also announces that it is conducting negotiations to enter into a business
combination with an internet company that has developed new web-based
proprietary technologies, including an internet audience reach measurement
technology and an internet rich media advertising technology which are expected
to revolutionize online advertising. Leading internet portals stand to benefit
from the potentially huge revenues streams that these technologies will produce.
The parties have not reached a definitive agreement, and there is no guarantee
that a definitive agreement will be reached in the future. Based on the course
of negotiations thus far, however, Anyox anticipates that a definitive agreement
will be reached. Any definitive agreement would involve the issuance of equity
securities by Anyox and corresponding dilution to existing Anyox shareholders.
Anyox cautions investors that they should not expect Anyox to confirm or deny
reports of pending negotiations in the future, as it is Anyox's policy not to
comment on such matters.
About Anyox Anyox Resources Inc. is a Nevada corporation that was incorporated
on July 13, 1998. The Company is engaged in the exploration stage, without
assurance that reserves exist, in its mineral exploration project until further
exploration work has been done and economic evaluation based on such work
concludes economic feasibility. Mr. Carsten Mide is Anyox's President. The
Company has no subsidiaries and no affiliated companies. The Company's executive
offices are located at 2453 Philips Place, Burnaby, British Columbia, Canada,
V5A 2W1, and its telephone number is 604-420-7474.
Cautionary Warning You should not place undue reliance on forward-looking
statements in this press release. This press release contains forward-looking
statements that involve risks and uncertainties. Words such as "anticipates",
"believes", "plans", "expects", "future", "intends" and similar expressions are
used to identify these forward-looking statements. Actual results could differ
materially from those anticipated in these forward-looking statements for many
reasons, including the risks we face as described in this announcement and in
our filings with the SEC, which may be accessed at its website, www.sec.gov, in
the EDGAR database.
SOURCE Anyox Resources Inc.
