UNITED STATES
SECURITIES 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):
December 20, 1999
Ci4net.com, Inc.
f/k/a Leisure Concepts International, 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.
Item 7. Financial Statements and Exhibits
At this time, it is impracticable to provide the required
financial statements for Planet Edge Limited. The Company
however expects to file such financial statements as an amendment
to this Form as soon as practicable, but not later than sixty
(60) days after the report on this Form is to be filed.
A copy of the Acquisition Agreement between the Company and
Ci4net.com, Inc., is attached hereto as an exhibit. A copy of
the Acquisition Agreement between Ci4net.com, Inc., and Planet
Edge Limited is attached hereto as an exhibit.
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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: January 3, 2000
Ci4net.com, Inc.
(Registrant)
/s/ Kevin R. Leech
President
