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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 2
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
JANUARY 31, 2000
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
__________ TO __________
COMMISSION FILE NUMBER: 000-25453
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CI4NET.COM INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-4032991
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
32 HAYMARKET LONDON SW1Y4TP UNITED KINGDOM
(Address of principal executive offices including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(212) 445-6581
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, $0.001 par value
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendments to this
Form 10-K. [ ]
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EXPLANATORY NOTE
The purpose of this amendment (the "Amendment") is to
file an exhibit omitted from the Registrant's Form 10-K filed on
May 18, 2000 and Form 10-K/A filed on June 8, 2000 ("Form 10-K")
in reliance on instructions included in Form 10-K permitting the
Registrant to file such exhibits by subsequent amendment.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
CI4NET.COM INC.
Date: June 23, 2000 By: /s/ Lee Cole
-----------------------------
Lee Cole
Vice Chairman
In accordance with the Exchange Act, this Report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Signature Name & Title
/s/ Dale Morrision Dale Morrison
-----------------------------------Chief Executive Officer
/s/ David Vincent David Vincent
-----------------------------------Chief Financial Officer
(Principal Accounting Officer)
/s/ Kevin Leech Kevin Leech
-----------------------------------Director
/s/ Lee Cole Lee Cole
-----------------------------------Director
EXHIBIT
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NUMBER DESCRIPTION
------- -----------
2.1* Share Sale Agreement of Ci4net.com Limited dated
October 1, 1999, by and between Willington Holdings Ltd
(Ci4net.com Limited) and Ci4net.com Inc.
2.2* Acquisition Agreement between Ci4net.com Inc.
(Delaware) and Three W Capital Ltd. (Marshal Islands
company) dated October 1, 1999.
2.3** Reverse Merger Agreement, dated December 2, 1999, by
and between Ci4net.com Inc. and Leisure Concepts
International.
2.4* Share Sale Agreement relating to Planet Edge Limited,
Team-4 Internet Services Limited and Net Edge Limited,
dated December 6, 1999, by and among R Kumar, M R
Gittins, and T D Lloyd and Ci4net.com Inc.
2.5** Acquisition Agreement between Ci4net.com Inc.
(Delaware) and MSK Industries Inc. (Delaware), December
10, 1999.
2.6* Agreement For The Acquisition Of The Whole Of The
Issued Share Capital Of Media Ventures Group plc, dated
as of December 17, 1999, by and among Ci4net.com
limited, Ci4net.com Inc. and Those People Whose Names
Are Set Out In Schedule 1.
2.7* Investment/Shareholders Agreement, by and among
Tempz.com Limited, Christopher Leonard, Ian Thomas, and
Ci4net.com Limited, dated January 10, 2000.
2.8* Share Sale and Purchase Agreement relating to Systeam
SpA, dated February 17, 2000, by and between Systeam
SpA and Ci4net.com Inc.
2.9* Acquisition Agreement, dated March 14, 2000, relating
to the acquisition of PCC Care Card Holdings BV. by and
among Mr. J.D. KOEKKOEK, Mr. P.R.M. van BINSBERGEN,
NeSBIC CTE Fund B.V., and CI4NET.COM Inc.
3.1* Certificate of Incorporation of Ci4net.com Inc. and all
amendments thereto.
3.2* Amended and Restated Certificate of Incorporation of
Ci4net.com Inc. to be filed on or about June 1, 2000
3.3*** By-laws Ci4net.com Inc.
4.1* Specimen Common Stock Certificate
4.2* Specimen Preferred Stock Certificate
4.3* Debenture, dated January 2000, by and between Tempz.Com
Limited and Ci4net.COM Limited.
10.1* Service Agreement, by and between Ci4net.com Limited
and Kevin Leech.
10.2* Service Agreement by and between Ci4net.com Limited and
Lee Cole.
10.3* Service Agreement by and between Ci4net.com Limited and
Roger Holdom.
10.4* Service Agreement by and between Ci4net.com [ ] and
Dale Morrison.
10.5* Lease relating to office at 32 Haymarket London.
10.6* Description of Lease relating to office at One
Rockefeller Plaza.
10.7* Facility Agreement, dated January 10, 2000, by and
between Tempz.Com Limited and Ci4net.COM Limited. On
January 10th 2000, Ci4net.com Limited acquired 50% of
Tempz.com Limited in consideration for supplying a loan
facility.
10.8* Facility Agreement, dated February 17, 2000,
relating to Systeam SpA.
10.9* Facility Agreement, dated March 14, 2000, relating to
PCC Care Card Holdings BV.
10.10**** Credit Agreement, by and between HSBC and Ci4net.com
Inc.
13.1* Ci4net.com Inc. and Subsidiaries Consolidated Financial
Statements, Supplementary Data and Independent
Auditor's Report.
16.1***** Letter from Graf & Repetti to the Securities and
Exchange Commission.
21* Subsidiaries of the Registrant.
23.1* Consent of Independent Auditors.
27* Financial Data Schedule for fiscal year ended January
31, 2000.*
* Incorporated by reference to Ci4net's Annual Report on
form 10K filed on May 18, 2000.
** Incorporated by reference to Ci4net's Current Report on
form 8K filed on December 7, 1999.
*** Incorporated by reference to Ci4net's Registration
Statement on form 10SB12G filed on February 26, 1999.
**** To be filed by amendment.
***** Filed herewith.
<PAGE>
<PAGE>
Exhibit 16.1 Letter from Graf & Repetti to the Securities and
Exchange Commission.
June 8, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ci4net.com Inc. (f/k/a Leisure Concepts International, Inc.)
Dear Sir or Madam:
We are the former accountants for the above referenced Company.
We are advised that the Company has retained another independent
accountant to conduct an audit of the Company's financial
statements. The Company's attorneys have provided us with a copy
of their disclosure to the Securities and Exchange Commission
regarding the change of accountants, which we have reviewed.
Please be advised that we are in agreement with the
representations of the Company's attorneys as set forth in Item
9 of their disclosure.
Sincerely,
/s/ Graf Repetti & Co., LLP
Graf Repetti & Co., LLP
