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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB/A
Amendment No. 1
TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
THE SECURITIES ACT OF 1934
For the Fiscal Year Ended May 31, 2000
COMMISSION FILE NO. 0-25773
INFORMATION HIGHWAY.COM, INC.
(Name of small business issuer as specified in its charter)
FLORIDA 65-015410
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
185 - 10751 SHELLBRIDGE WAY
RICHMOND, BRITISH COLUMBIA V6X 2W8, CANADA
(Address, including postal code, of registrant's principal executive offices)
(604) 278-5996
(Telephone number including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act: NONE
Securities registered pursuant to Section 12(g) of the Exchange Act: COMMON
STOCK
Indicate by check mark whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months,
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-B 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-KSB or any amendment to
this Form 10-KSB.
The registrant's revenues for its most recent fiscal year were: $1,202,135
The Aggregate market value of the voting stock held by non-affiliates of
the registrant on August 18, 2000, computed by reference to the price at which
the stock was sold on that date: $6,758,042.50
The number of shares outstanding of the registrant's Class A voting Common
Stock, no par value, as of August 18, 2000 was 8,113,334.
Documents incorporated by reference: None.
Transitional Small Business Disclosure Format (Check one): Yes [_] No [X]
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The following consists of an amendment to Item 13 of the 10-KSB, filed August
29, 2000.
ITEM 13(a). EXHIBITS
Number Description
------ -----------
3.1(1) Articles of Incorporation, restated as amended on February 23, 1999
and November 1, 1989
3.2(1) Bylaws
4.1(1) Specimen Share Certificate for Common Stock
4.2(1) Form of Warrants ($1.00)
4.3(1) Stock Option Plan
4.4(1) Form of Stock Option Agreement
4.5(2) Form of Warrants ($4.00 and $6.00)
4.6(3) Form of Warrants ($3.50)
4.7(4) Savage Warrants
4.8(5) Form of Debenture (Senasqua Investors LLC)
4.9(5) Warrant (Senasqua Investors LLC)
4.10(5) Registration Rights Agreement (Senasqua Investors LLC)
4.11(5) Securities Purchase Agreement (Senasqua Investors LLC)
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10.1(6) VPOP Service Agreement between MetroNetCommunications and YesIC
Communications
10.2(6) Level 3 Communications Terms and Conditions for Delivery of Service
10.3(6) ADSL Service Agreement dated August 24, 1999, by and between Bell
Atlantic Network Integration, Inc. and Information Hightway.com, Inc.
10.4(7) IP Equity Marketing and Financial Consulting Agreement
10.5(4) Savage Agreement
10.6(5) Eezinet License Agreement - Portal
10.7(8) Form of Debenture (Senasqua Investors LLC)
10.8(8) Warrant (Senasqua Investors LLC)
10.9(8) Registration Rights Agreement (Senasqua Investors LLC)
10.10(8) Securities Purchase Agreement (Senasqua Investors LLC)
23.1 Consent of Independent Auditors
27.1(5) Financial Data Schedule
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________________
(1) Incorporated by reference from our registration statement on Form 10-SB
filed with the Securities and Exchange Commission on April 14, 1999.
(2) Incorporated by reference from Amendment No. 1 to our registration
statement on Form 10-SB filed with the Securities and Exchange Commission on
October 12, 1999.
(3) Incorporated by reference from our quarterly report on Form 10-QSB for the
quarterly period ended November 30, 1999, filed with the Securities and Exchange
Commission on January 14, 2000.
(4) Incorporated by reference from our quarterly report on Form 10-QSB for the
quarterly period ended February 29, 2000, filed with the Securities and Exchange
Commission on April 14, 2000.
(5) Previously filed
(6) Incorporated by reference from our annual report on Form 10-KSB for the
fiscal year ended May 31, 1999, filed with the Securities and Exchange
Commission on October 6, 1999.
(7) Incorporated by reference from our quarterly report on Form 10-QSB for the
quarterly period ended August 31, 1999, filed with the Securities and
Exchange Commission on October 15, 1999.
(8) Incorporated by reference from our Form SB-2 Registration Statement filed
with the Securities and Exchange Commission on May 12, 2000.
ITEM 13(b). REPORTS ON FORM 8-K
None.
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In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report or amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
INFORMATION HIGHWAY.COM, INC.
By: /s/ John G.Robertson
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John G. Robertson
Its President
Dated: August 31, 2000
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In accordance with the Securities Exchange Act of 1934, this report has
been signed by the following persons on behalf of the Registrant and in the
capacities indicated as of the date set forth below.
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Signature Title Date
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/s/ John G. Robertson President, Principal Executive August 31, 2000
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John G. Robertson Officer
/s/ Jennifer Lorette Executive Vice President, August 31, 2000
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Jennifer Lorette Secretary/Treasurer, Principal
Accounting Officer and Chief
Financial Officer
/s/ John G. Robertson Director August 31, 2000
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John G. Robertson
/s/ Jennifer Lorette Director August 31, 2000
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Jennifer Lorette
/s/ James L. Vandeberg Director August 31, 2000
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James L. Vandeberg
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EXHIBIT INDEX
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Number Description Page
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3.1(1) Articles of Incorporation, restated as amended on February 23, 1999
and November 1, 1989
3.2(1) Bylaws
4.1(1) Specimen Share Certificate for Common Stock
4.2(1) Form of Warrants ($1.00)
4.3(1) Stock Option Plan
4.4(1) Form of Stock Option Agreement
4.5(2) Form of Warrants ($4.00 and $6.00)
4.6(3) Form of Warrants ($3.50)
4.7(4) Savage Warrants
4.8(5) Form of Debenture (Senasqua Investors LLC)
4.9(5) Warrant (Senasqua Investors LLC)
4.10(5) Registration Rights Agreement (Senasqua Investors LLC)
4.11(5) Securities Purchase Agreement (Senasqua Investors LLC)
10.1(6) VPOP Service Agreement between MetroNetCommunications and YesIC
Communications
10.2(6) Level 3 Communications Terms and Conditions for Delivery of Service
10.3(6) ADSL Service Agreement dated August 24, 1999, by and between Bell
Atlantic Network Integration, Inc. and Information Hightway.com, Inc.
10.4(7) IP Equity Marketing and Financial Consulting Agreement
10.5(4) Savage Agreement
10.6(5) Eezinet License Agreement - Portal
10.7(8) Form of Debenture (Senasqua Investors LLC)
10.8(8) Warrant (Senasqua Investors LLC)
10.9(8) Registration Rights Agreement (Senasqua Investors LLC)
10.10(8) Securities Purchase Agreement (Senasqua Investors LLC)
23.1 Consent of Independent Auditors
27.1(5) Financial Data Schedule
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________________
(1) Incorporated by reference from our registration statement on Form 10-SB
filed with the Securities and Exchange Commission on April 14, 1999.
(2) Incorporated by reference from Amendment No. 1 to our registration
statement on Form 10-SB filed with the Securities and Exchange Commission on
October 12, 1999.
(3) Incorporated by reference from our quarterly report on Form 10-QSB for the
quarterly period ended November 30, 1999, filed with the Securities and Exchange
Commission on January 14, 2000.
(4) Incorporated by reference from our quarterly report on Form 10-QSB for the
quarterly period ended February 29, 2000, filed with the Securities and Exchange
Commission on April 14, 2000.
(5) Previously filed
(6) Incorporated by reference from our annual report on Form 10-KSB for the
fiscal year ended May 31, 1999, filed with the Securities and Exchange
Commission on October 6, 1999.
(7) Incorporated by reference from our quarterly report on Form 10-QSB for the
quarterly period ended August 31, 1999, filed with the Securities and
Exchange Commission on October 15, 1999.
(8) Incorporated by reference from our Form SB-2 Registration Statement filed
with the Securities and Exchange Commission on May 12, 2000.
