UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 20, 1999
CI4NET.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-4032991
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1 Rockefeller Plaza - Suite 1600
New York, New York 10020
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (212) 225-6581
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FORWARD LOOKING STATEMENTS
Except for the Historical Information Contained Herein, Certain
Matters Discussed in this Report May Be Considered
"Forward-looking Statements" Within The Meaning of The Securities
Act of 1933 And The Securities Exchange Act of 1934, as Amended
by The Private Securities Litigation Reform Act of 1995. Those
Statements Include Statements Regarding The Intent, Belief or
Current Expectations of The Company and Members of its Management
as Well as the Assumptions on Which Such Statements Are Based.
Prospective Investors Are Cautioned That Any Such Forward-looking
Statements Are Not Guarantees of Future Performance and Involve
Risks and Uncertainties, and That Actual Results May Differ
Materially from Those Contemplated by Such Forward-looking
Statements. Important Factors Currently Known to Management That
Could Cause Actual Results to Differ Materially from Those in
Forward-looking Statements Include "The Company's Operating
Results Could Fluctuate, Causing Its Stock Price to Fall", "If
the Company Cannot Integrate Acquired Companies in its Business,
its Profitability May Be Adversely Effected", and "The Company
May Not Be Able to Compete Successfully Against Other Companies."
These and Additional Important Factors to Be Considered Are Set
Forth in the Safe Harbor Compliance Statement for Forward-looking
Statements the Company Undertakes No Obligation to Update or
Revise Forward-looking Statements to Reflect Changed Assumptions,
the Occurrence of Unanticipated Events or Changes to Future
Operating Results.
Item 2. Acquisition or Disposition of Assets
On December 20, 1999, Ci4net.com, Inc., acquired all of the
outstanding shares of common stock of Planet Edge Limited, a
company organized in the United Kingdom. In consideration for
acquiring all the outstanding shares of common stock of Planet
Edge Limited, Ci4net.com issued a total of 1,166,667 shares
of its common stock to the shareholders of Planet Edge Lmited.
Control of the Company remains in the hands of the shareholders
of Ci4net.com Inc. The transaction was effectuated by the
execution of a Share Sale Agreement between the parties and
issuance of the shares and completion of the transaction has also
been finalized.
ABOUT PLANET EDGE LIMITED
Planet Edge is an Information Infrastructure Development company
with a focus on making Information more efficient in the work
place. Planet Edge offers a full and detailed solution to many
modern computing issues such as making Information more
accessible, spreading Information securely and introducing new
people to your Information - via the Internet for example.
Planet Edge has comprehensive areas of speciality, which can be
divided into four principal headings; the Internet, Data
Communications, Programming and Development and Software
products. Planet Edge are ISO 9002 accredited, Sun Microsystems
accredited and Allaire accredited.
The Company can offer Global Facility Management, from servers
servers in prime locations around the world. Currently these
locations include, Bristol (UK), London (UK), Washington (USA),
San Francisco (USA), Chicago (USA), Singapore (Far East), Sydney
(Australia).
Planet Edge specializes in integrating existing client/server
software with the Internet. By integrating existing ordering and
stock control systems with the Internet, not only can Planet Edge
increase productivity, lower overheads and generate further
business through a clearer and more open product control system,
but scalability and upgradability ensures through the use of
modern and open protocols.
The Company's association with Sun Microsystems allows the
Company to utilize high performance hardware and software to
ensure a reliable system in place to support e-commerce. Planet
Edge also offers customized solutions to database transition, as
well as virtual server packages, ISDN and leased line
integration, Internet connectivity, Firewalls and Security
solutions. Planet Edge is also a well established software
development firm, fluent in many languages, including Object
Oriented Pascal, Visual Basic, Active Server Pages, Perl, Java,
Javascript/VB/PerlScript, Cold Fusion, UNIX, UNIX C, miniSQL,
Cold Fusion. In addition, the Company's programmers are
competent in HTML, the windows operating system, and protocols
used throughout the Internet. Planet Edge programmers will often
use a combination of the various skills to produce the best
solution for the problem. Planet Edge is also highly competent in
C, C++, Visual C++, Visual Basic, Object Oriented Design,
Informix, Sybase, Oracle, and SQL.
ABOUT CI4NET.COM
Ci4net.com is an Internet holding company initially actively
engaged in European business-to-business, or B2B, e-commerce,
Business-to-Consumer, or B2C, e-commerce and the building of an
e-commerce technological European infrastructure to serve global
e-commerce through a network of integrated partner and partner
companies. Our goal is to become a leading European e-commerce
company by establishing an e-commerce presence in major segments
of the European economy. We believe that our focus on the e-
commerce industry enables us to capitalize rapidly on new
opportunities to attract and develop leading e-commerce
companies. Our initial focus is on Europe, however we now have
integrated partner operations in Australia, and the USA. The
European market is now poised for exponential growth, in just the
same way the USA has experienced over the past three years. We
intend to take the successful business models that have had
accelerated growth in the USA and apply them to the European
marketplace through strategic relationships and joint ventures,
as well as taking the internal business models that we develop to
other marketplaces
Ci4net is well positioned to fully exploit the opportunity in
European Internet growth in a market that is potentially larger
and is now growing faster than the U.S. Ci4net utilizes an
acquisition as well as a development strategy for building or
buying the best Internet properties. Ci4net intend to expand
throughout the European market in two stages. We have separated
the European market into two areas of priority. Area One
countries for our expansion are the UK, Germany, France and
Italy. Area Two countries are Spain, Netherlands, Switzerland,
Belgium, Sweden, Austria, Denmark and Norway. Area one alone has
a combined population of 255 million and GDP of $6.06 trillion
compared with the US population of 225 million and GDP of $5.96
trillion. Although to date the company's investments have been
weighted towards B2C, Ci4net now believes the European market for
B2B is at a stage of adoption where Ci4net has an opportunity to
become the European market leader in B2B, by weighting the
majority of it's future investments into B2B.
Our operating strategy is to integrate our integrated partner and
partner companies into a collaborative network that leverages off
of our group knowledge and resources. With the goal of holding
our partner company interests for the long-term, we use these
group resources to actively develop the business strategies,
operations and management teams of our partner companies.
We intend to rapidly develop our B2B operations so as to become a
leading company in the European B2B marketplace, and intend that
the Ci4net portfolio will be at least 50% B2B by the end of the
year 2000. We see this area as a core focus, as this is currently
underdeveloped in the European and Global marketplace. More and
more business are looking to the Internet to conduct their
business, however there is a lack of understanding and expertise
on how they might achieve this. Goldman Sachs estimate that e-
commerce is forecast to grow from $43 billion in 1998 to $1.5
trillion in 2004.
An integral part of Ci4net's structure is the groups
Infrastructure Enabling Technology Companies (IETC) that create
the operational infrastructure for the integrated partner and
partner companies. The IETC are all existing business with
proprietary technology and experienced management, which will all
benefit from additional relationships with the Ci4net B2C and B2B
companies. The synergistic relationships that exist between the
IETC companies gives the Ci4net companies a solid technological
platform on which to develop site and e-commerce operations.
Ci4net's resources include the experience, industry relationships
and specific expertise of our management team, and the management
teams of our partner companies. Ci4net believes that building
successful e-commerce companies enhances the ability of our
collaborative network to generate innovation and growth among our
partner companies. The substantial growth in e-commerce creates
tremendous market opportunities for new emerging companies.
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Item 5. Other Events
The Company has relocated its United States offices to 1
Rockefeller Plaza, New York, New York 10020, for the purpose of
being better geographically positioned to conduct its operations
and be more centrally located.
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Item 7. Financial Statements and Exhibits
PLANET EDGE LIMITED
DIRECTOR'S REPORT
The directors present their annual report with the financial
statements of the company for the year ended 31 July 1999.
PRINCIPAL ACTIVITIES
The principal activities of the company in the year under review
was that of software solutions
REVIEW OF THE BUSINESS
The prifit for the year after providing for taxation is GBP76,385
(1998 loss of GBP 6,639).
The directors do not recommend the payment of a dividend.
DIRECTORS AND THEIR INTERESTS
The directors in office in the year and their beneficial
interests in the company at the balance sheet date and the
beginning of the year (or on appointment if later) were as
follows:
Number of Shares
1999 1998
----------------
R. Kumar Orinary shares of GBP1 each 1 1
M. Gittins - -
T. Lloyd - -
Directors appointed during the year:
M. Gittins
T. Lloyd
DIRECTORS' RESPONSIBILITIES
Company law requires the directors to prepare financial
statements for each financial year which give a true and fair
view of the state of affairs of the company as at the end of the
financial year and of the profit or loss of the company for that
period. In preparing those financial statements, the directors
are required to:
- select suitable accounting policies and then apply them
consistently;
- make judgments and estimates that are reasonable and
prudent;
- prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
company will continue in business;
The directors are responsible for maintaining proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the company and to enable them to ensure
that the financial statements comply with the Companies Act 1985.
They are also responsible for safeguarding the assets of the
company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
CLOSE COMPANY
The company is a close company, as defined by the Income and
Corporation Taxes Act 1988.
AUDITORS
The auditors, Moore Stephens, will be proposed for re-appointment
in accordance with section 385 of the Companies Act 1985.
The above report has been prepared in accordance with the special
provisions of Part VII of the Companies Act 1985 relating to
small companies.
On behalf of the board,
M Gittins
Director
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PLANET EDGE LIMITED
AUDITORS' REPORT TO THE SHAREHOLDERS
We have audited the financial statements on pages 5 to 9 which
have been prepared in accordance with the Financial Reporting
Standard for Small Entities, under the historical cost convention
and on the basis of accounting policies set out on page 7.
RESPECTIVE RESPONSIBILITIES OF THE DIRECTORS AND AUDITORS
As described in the directors' report, the company's directors
are responsible for the preparation of financial statements. It
is our responsibility to form an independent opinion, based on
our audit, on those statements and report our opinion to you.
BASIS OF OPINION
We conducted our audit in accordance with Auditing Standards
issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts
and disclosures in the financial statements. It also includes an
assessment of the significant estimates and judgments made by the
directors in the preparation of the financial statements, and of
whether the accounting policies are appropriate to the company's
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the
information and explanations which we considered necessary in
order to provide us with sufficient evidence to give reasonable
assurance as to whether the financial statements are free from
material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion, we also evaluated
the overall adequacy of the presentation of information in the
financial statements.
OPINION
In our opinion the financial statements give a true and fair view
of the state of affairs of the company as at 31 July 1999 and of
its profit for the year then ended and have been property
prepared in accordance with the provisions of the Companies Act
1985.
Moore Stephens
Chartered Accountants & Registered Auditor
30 Gay Street
Bath
BA1 2PA
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PLANET EDGE LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JULY 1999
<TABLE>
Notes 1999 1998
-----------------------------
<S> <C> <C> <C>
TURNOVER 541,397 57,607
Administrative expenses 448,635 65,836
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OPERATING PROFIT/LOSS 2 92,762 ( 8,229)
Investment income and interest
Receivable 1 -
Interest payable and similar charges (192) (10)
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PROFIT/(LOSS) ON ORDINARY ACTIVITIES
BEFORE TAXATION 92,571 ( 8,239)
Tax on profit/(loss) on ordinary
activities 4 (16,186) -
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PROFIT/(LOSS) ON ORDINARY ACTIVITIES
AFTER TAXATION 76,385 ( 8,239)
========= ========
</TABLE>
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PLANET EDGE LIMITED
BALANCE SHEET
AT 31 JULY 1999
<TABLE>
1999 1998
Notes L L L L
<S> <C> <C> <C> <C> <C>
FIXED ASSETS
Tangible Assets 5 71,603 681
CURRENT ASSETS
Debtors 6 316,918 5,432
Cash at bank and in hand 89 100
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317,007 5,532
CREDITORS: amount falling due
within one year 7 (314,120) (8,108)
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NET CURRENT ASSETS/
(LIABILITIES) 2,887 (2,576)
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TOTAL ASSETS LESS CURRENT
LIABILITIES 74,490 (1,895)
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CAPITAL AND RESERVES
Called up share capital 8 1 1
Profit and loss account 9 74,489 (1,896)
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TOTAL SHAREHOLDERS FUNDS 74,490 (1,895)
======= ========
</TABLE>
The financial statements have been prepared in accordance with
the special provisions of Part VII of the Companies Act 1985
relating to small companies and with the Financial Reporting
Standard for Smaller Entities.
Approved by the board of directors on 17 November 1999 and signed
on its behalf by:
M Gittins
Director
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PLANET EDGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 1999
1. STATEMENT OF ACCOUNTING POLICIES
The financial statements have been prepared under the historical
cost convention.
Turnover
Turnover represents the total invoice value, excluding value
added tax, of goods sold and services rendered during the year.
Depreciation of tangible fixed assets
Depreciation is provided at the following annual rates in order
to write off each asset over its useful life:
Office furniture and fittings 25% reducing balance
Computer equipment 33.33% on cost
Foreign Currencies
Assets and liabilities in foreign currencies are translated into
sterling at the rates of exchange ruling at the balance sheet
date. Transactions in foreign currencies are translated into
sterling at the rate of exchange ruling at the date of the
transaction. Exchange differences are taken into the profit and
loss account for the year.
Operating lease commitments
Lease payments under operating leases, where substantially all
the risks and benefits remain with the lessor, are charged as
expenses in the periods in which they are incurred.
2. OPERATING PROFT/(LOSS)
1999 1998
Operating profit/(loss) is stated GBP GBP
After charging:
Depreciation of fixed assets 28,652 227
Auditors remuneration 1,000 -
3. INFORMATION ON DIRECTORS
1999 1998
Directors' emoluments GBP GBP
Emoluments, including pension
contributions to money purchase
(defined contribution) schemes 127,710 -
4. TAX ON PROFIT ON ORDINARY ACTIVITIES
1999 1998
GBP GBP
The taxation charge comprises:
Corporation tax 16,186 -
5. TANGIBLE FIXED ASSETS
Plant and Machinery Etc.
GBP
Cost:
At 1 August 1998 1,211
Additions 99,573
--------
At 31 July 1999 100,784
Depreciation:
At 1 August 1998 530
Charge for year 28,651
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At 31 July 1999 29,181
Net book value:
At 31 July 1999 71,603
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At 31 July 1998 681
6. DEBTORS
1999 1998
GBP GBP
Trade Debtors 299,450 3,358
Other Debtors 17,468 2,074
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316,918 5,432
7. CREDITORS: amounts falling due within one year
1999 1998
GBP GBP
Bank loans and overdrafts 52,665 1,596
Trade creditors 50,082 2,228
Taxation and social security 96,607 1,640
Other creditors 114,766 2,644
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314,120 8,108
Bank overdrafts amounting to GBP52,665 (1998 GBP1,56) are
secured.
8. SHARE CAPITAL
1999 1998
GBP GBP
Authorized:
Equity Interests:
Ordinary shares of GBP1 each 1,000 1,000
Alloted, called up and fully paid:
Equity interests:
Ordinary shares of GBP1 each 1 1
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9. PROFIT AND LOSS ACCOUNT
1999 1998
GBP GBP
(Accumulated loss)/Retained profit
As at 1 August 1998 (1,896) 6,343
Profit/(loss) for the year 76,385 (8,239)
-------- --------
Retained proft/(Accumulated loss) as
at 31 July 1999 74,489 (1,896)
10. REVENUE COMMITMENTS
At year end the company was committed to making the following
payments during the next year in respect of operating leases with
expiry dates as follows:
1999 1998
GBP GBP
Within one year 40,350 -
More than one year and less
than five years 330 -
-------- --------
40,680 -
11. TRANSACTIONS WITH DIRECTORS
1999 1998
GBP GBP
Amounts owed to directors
Director's current account 9,350 -
Amounts owed by directors
Director's current account - 1,381
12. RELATED PARTY DISCLOSURES
During the year Net Edge Ltd., loaned Planet Edge Ltd., GBP
1,544. This amount was still outstanding at the year end. Net
Edge Ltd., is controlled by R. Kumar.
Team 4 Internet Services Ltd., is controlled by M Gittens and T
Lloyd. During the year a loan of GBP8,218 was made to Team 4
Internet Services Ltd., and services were provided by Team 4
Internet Services Ltd., with a value of GBP9,989. Both of these
amounts were outstanding at year end.
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SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: February 28, 2000
Ci4net.com, Inc.
(Registrant)
/s/ Kevin R. Leech
President
