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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 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 No: 0-30100
CORPAS INVESTMENTS, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 59-2890565
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1640 5TH STREET
SUITE 218
SANTA MONICA, CALIFORNIA 90401
(310) 392-5640
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(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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 [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AS OF JUNE 7, 2000
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Common Stock
Par value $.001 per share 14,478,579
Transitional Small Business Disclosure Format Yes [ ] No [X]
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EXPLANATORY NOTE
This Form 10-QSB/A amends the Form 10-QSB filed by Corpas Investments,
Inc. (the "Company") on May 22, 2000 to include disclosure with respect to the
Company's private offering of its 10.5% redeemable promissory notes, which
offering the Company commenced during the first quarter of fiscal 2000, in Item
2(c) hereof.
PART II - OTHER INFORMATION
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
Item 2(c) is amended to add the following language:
"In February 2000, the Company commenced a private placement of its
10.5% redeemable promissory notes in the aggregate principal offering amount of
$2,000,000 (the "Notes"). The Notes are due and payable on the earlier of (i)
February 10, 2001, or (ii) ten (10) business days following the completion by
the Company of a registered public offering raising gross proceeds to the
Company of at least $1,000,000. The Notes are accompanied by warrants to
purchase shares of common stock of the Company at a rate of one (1) share of
common stock for each $3.00 of principal amount of the Notes held, exercisable
at a price of $2.00 per share."
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
NUMBER NAME
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2 Agreement and Plan of Merger effective as of November 22, 1999(1)
3.1 Articles of Incorporation(2)
3.2 Amendment to Articles of Incorporation(2)
3.3 By-laws(2)
4.0 Registration Rights Agreement(3)
10.1 Agreement of Purchase and Sale between the Company and Plant
Extreme, Ltd.(4)
10.2 Content Provider and Service Agreement - MDM/A4M(3)
10.3 Web Site Development and Support Agreement(3)
10.4 Consulting Services Agreement between Company and John Clayton(5)
10.5 Stock Option Agreement between Company and John Clayton(5)
10.6 2000 Equity Incentive Compensation Plan(6)
10.7 Office Lease dated February 22, 2000(7)
10.8 Office Lease dated January 22, 2000(7)
10.9 Consulting and Services Agreement between Company and Dr. Bob
Goldman(7)
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10.10 Financial Advisory Agreement between Company and D.R.F.W. Group,
Inc.(7)
10.11 Consultant Agreement between Company and Columbia Financial
Group(7)
10.12 Form of Subscription Agreement and Investment Letter, dated as of
February 4, 2000, to be executed between the Company and the
noteholder in connection with 10.5% Redeemable Promissory Note
Offering*
10.13 Form of 10.5% Redeemable Promissory Note*
10.14 Form of Common Stock Purchase Warrant accompanying 10.5% Redeemable
Promissory Note*
27.1 Financial Data Schedule(7)
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*Filed herewith
(1) Incorporated by reference and filed as an exhibit to the Company's
Current Report on Form 8-K dated November 24, 1999.
(2) Incorporated by reference and filed as an exhibit to the Company's
Registration Statement on Form 10SB, filed on May 18, 1999.
(3) Incorporated by reference and filed as an exhibit to the Company's Annual
Report on Form 10KSB, filed on April 14, 2000.
(4) Incorporated by reference and filed as an exhibit to the Company's
Current Report on Form 8-K filed March 21, 2000.
(5) Incorporated by reference and filed as an exhibit to the Company's Form
S-8 Registration Statement (No. 333-36862).
(6) Incorporated by reference to the Company's definitive proxy statement
dated March 30, 2000 relating to a special shareholders' meeting held on
April 21, 2000.
(7) Incorporated by reference to the Company's Quarterly Report on Form
10-QSB, filed on May 22, 2000.
(b) REPORTS ON FORM 8-K
(i) The Company filed a Current Report on Form 8-K/A on March 3, 2000,
amending the Company's Current Report on Form 8-K filed December 9, 1999.
(ii) The Company filed a Current Report on Form 8-K on March 21, 2000 to
report the acquisition by the Company of Planet Extreme, Ltd.
(iii) The Company filed a Current Report on Form 8-K/A on May 17, 2000,
amending the Company's Current Report on Form 8-K filed March 21, 2000.
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CORPAS INVESTMENTS, INC.
A DEVELOPMENT STAGE ENTERPRISE
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CORPAS INVESTMENTS, INC.
Date: June 13, 2000
By: /s/ Gene Fein
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Gene Fein,
President
(Principal Executive Officer)
By: /s/ Edward Z. Estrin
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Edward Z. Estrin,
Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT INDEX
NUMBER NAME
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10.12 Form of Subscription Agreement and Investment Letter, dated as of
February 4, 2000, to be executed between the Company and the
noteholder in connection with 10.5% Redeemable Promissory Note
Offering*
10.13 Form of 10.5% Redeemable Promissory Note*
10.14 Form of Common Stock Purchase Warrant accompanying 10.5% Redeemable
Promissory Note*
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* Filed Herewith
