<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
FILED JUNE 28, 2000
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 14, 2000
eUNIVERSE, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-26355 06-1556248
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
101 NORTH PLAINS INDUSTRIAL ROAD, WALLINGFORD, CONNECTICUT 06492
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 265-6412
NOT APPLICABLE.
(Former name or former address, if changed since last report.)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Financial statements with respect to the acquisition of Dustcloud.com,
as reported in the Registrant's registration statement filed on Form S-1/A (Reg.
No. 333-33084) on April 14, 2000, are being filed with this report on Form 8-K.
<PAGE>
DUSTCLOUD MEDIA
FINANCIAL STATEMENTS
MARCH 31, 2000
2
<PAGE>
INDEPENDENT AUDITOR'S REPORT
TO DUSTCLOUD MEDIA
We have audited the accompanying balance sheet of Dustcloud Media (a
proprietorship) as of March 31, 2000, and the related statements of income,
proprietors' capital, and cash flows for the initial period October 1, 1999 to
March 31, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the over all financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Dustcloud Media as of March 31,
2000, and the results of its operations and its cash flows for the initial
period then ended in conformity with generally accepted accounting principles.
MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
Certified Public Accountants
New York, New York
April 20, 2000
3
<PAGE>
DUSTCLOUD MEDIA
BALANCE SHEET
MARCH 31, 2000
<TABLE>
<S> <C>
ASSETS
Current assets
Accounts receivable $ 5,021
Fixed assets, net of accumulated depreciation of $185 915
Other Assets 365
-------------
TOTAL ASSETS $ 6,301
=============
LIABILITIES AND PROPRIETORS' CAPITAL
Current liabilities
Accounts payable $ 2,270
Proprietors' capital 4,031
-------------
TOTAL LIABILITIES AND PROPRIETORS' CAPITAL $ 6,301
=============
</TABLE>
The accompanying notes are an integral part of this financial statement.
4
<PAGE>
DUSTCLOUD MEDIA
INCOME STATEMENT
OCTOBER 1, 1999 (INCEPTION) TO MARCH 31, 2000
<TABLE>
<S> <C>
Revenue $ 17,109
Selling, general and administrative expenses 8,414
-----------
Income before income taxes 8,695
Provision for income taxes --
-----------
Net income $ 8,695
===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
5
<PAGE>
DUSTCLOUD MEDIA
STATEMENT OF PROPRIETORS' CAPITAL
OCTOBER 1, 1999 (INCEPTION) TO MARCH 31, 2000
<TABLE>
<S> <C>
PROPRIETORS' CAPITAL, OCTOBER 1 $ --
Capital contributions 7,424
Net income 8,695
Distributions (12,088)
------------
PROPRIETORS' CAPITAL, MARCH 31, 2000 $ 4,031
============
</TABLE>
The accompanying notes are an integral part of this financial statement.
6
<PAGE>
DUSTCLOUD MEDIA
STATEMENT OF CASH FLOWS
OCTOBER 1, 1999 (INCEPTION) TO MARCH 31, 2000
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 8,695
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 185
Accounts receivable (5,021)
Accounts payable 2,270
Security deposit (365)
----------
Net cash provided by operating activities 5,764
----------
CASH FLOWS FROM INVESTING ACTIVITIES --
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions 6,324
Distributions (12,088)
----------
Net cash used by financing activities (5,764)
----------
NET INCREASE IN CASH AND CASH EQUIVALENTS --
CASH AND CASH EQUIVALENTS - BEGINNING --
----------
CASH AND CASH EQUIVALENTS - DECEMBER 31, 1999 $ --
==========
</TABLE>
No cash was paid for interest or income taxes.
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCIAL ACTIVITIES:
The proprietors contributed fixed assets with a cost basis of $1,100.
The accompanying notes are an integral part of this financial statement.
7
<PAGE>
DUSTCLOUD MEDIA
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
-----------------------
Dustcloud Media, a proprietorship, operates a website that enables
users to search the internet for celebrity images, movie clips and
trailers, while also providing a community filled with current movie
reviews, popular images, and other forms of entertainment-focused
content.
The financial statements have been prepared solely from the accounts of
Dustcloud Media and do not include the personal accounts of the owners
or any other operations in which they are engaged.
The Company began operations on October 1, 1999.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reported period. Actual results could differ
from those estimates.
Fair Value of Financial Instruments
-----------------------------------
For certain of the Company's financial instruments such as cash and
cash equivalents, receivables and payables carrying amounts approximate
fair value due to their short maturities.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.
Concentration of Credit Risk
----------------------------
The Company places its cash in what it believes to be credit-worthy
financial institutions. However, cash balances may exceed the FDIC
insured levels at various times during the year. The Company maintains
allowances for credit losses when required.
Equipment
---------
Equipment is stated at cost. Depreciation is computed using the
straight-line method over the estimated useful life of 3 years.
8
<PAGE>
DUSTCLOUD MEDIA
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
Long-Lived Assets
-----------------
Long-lived assets to be held and used are reviewed for impairment
whenever events or changes in circumstances indicate that the related
carrying amount may not be recoverable. When required, impairment
losses on assets to be held and used are recognized based on the fair
value of the assets, and long-lived assets to be disposed of are
reported at the lower of carrying amount of fair value less cost to
sell.
Revenue Recognition
-------------------
The Company derives its revenue from the sale of advertisements on
short-term contracts. Advertising revenues are recognized ratably over
the period in which the advertisements are displayed.
Income Taxes
------------
The proprietorship itself is not a taxpaying entity for purposes of
federal and state income taxes. Federal and state income taxes of the
proprietors are computed on their total income from all sources;
accordingly, no provision for income taxes is made in these financial
statements.
Comprehensive Income
--------------------
SFAS No. 130, "Reporting Comprehensive Income", establishes standards
for the reporting and displaying of comprehensive income and its
components in the financial statements. As of March 31, 2000, the
Company had no items that represent other comprehensive income and,
therefore, has not included a schedule of comprehensive income in the
financial statements.
Impact of the Year 2000 Issue
-----------------------------
During the period ended December 31, 1999, the Company conducted an
assessment of issues related to the year 2000 and determined that no
issues existed which would cause its computer systems not to properly
utilize beyond December 31, 1999.
NOTE 2 - EQUIPMENT
As of March 31, 2000, equipment consisted of the following:
<TABLE>
<S> <C>
Computer equipment $ 1,100
Less: accumulated depreciation 185
-----------
Equipment, net $ 915
===========
</TABLE>
Depreciation expense for the six months ended March 31, 2000 was $185.
9
<PAGE>
DUSTCLOUD MEDIA
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 3 - COMMITMENTS AND CONTINGENCIES
The Company occupies premises pursuant to a lease expiring November 30,
2000. The monthly rental is approximately $365. Rental expense included
in the statement of operations is $2,175.
NOTE 4 - SUBSEQUENT EVENTS
On April 14, 2000, 100% of the Company's assets were acquired by
eUniverse, Inc., a publicly held company.
10
<PAGE>
(b) Pro Forma Financial Information.
Pro forma financial information with respect to the acquisition of
Dustcloud.com, as reported in the Registrant's registration statement filed on
Form S-1/A (Reg. No. 333-33084) on April 17, 2000, is being filed with this
report on Form 8-K.
11
<PAGE>
EUniverse, Inc.
Pro forma Financial Information
During the nine month period ended December 31, 1999, the registrant completed
the reverse acquisition of Motorcycle Centers of America, Inc. by Entertainment
Universe, Inc., the acquisition of CD Universe, Inc.(the Predecessor), the
acquisition of Cases Ladder, Inc., the acquisition of Gamers Alliance, Inc. and
the acquisition of The Big Network, Inc. The details of the acquisitions are
presented in the notes to the December 31, 1999 financial statements presented
in the Form S-1/A registration statement filed on April 17, 2000. The pro forma
information also includes the acquisitions of Falcon Ventures Corporation,
Pokemon Village, Just Say Wow and Dustcloud Media. These acquisitions are
discussed in the section "Recent Transactions"of Form S-1/A filed on
April 17, 2000.
The pro forma income statement for the nine month period ended December 31, 1999
reflects the historical consolidated income statement of the registrant and the
subsequent acquisitions of Falcon Ventures Corporation, Pokemon Village, Just
Say Wow and Dustcloud Media. Pro forma adjustments have been made to give effect
to all of the acquisitions as if they had occurred as of the beginning of the
fiscal year presented (April 1, 1998) and carried forward through the interim
period presented. The financial information presented for Dustcloud Media
includes the historical balance sheet as of March 31, 2000 and the income
statement for the initial six month period then ended.
The pro forma income statement for the twelve month period ended March 31, 1999
reflects the historical income statement for CD Universe, Inc.(the predecessor)
for the year ended March 31, 1999, the historical income statements for
Motorcycle Centers of America, Inc., Cases Ladder, Inc., Gamers Alliance, Inc.
and The Big Network, Inc. for the year ended December 31, 1998 and the
historical income statement of Falcon Ventures Corporation for the initial
period May 12, 1998 to February 24, 1999. There is no significant activity for
Entertainment Universe, Inc., as it came into existence in February, 1999.
Pokemon Village, Just Say Wow and Dustcloud Media commenced operations in
August, 1999, November, 1999 and October, 1999, respectively. Since Motorcycle
Centers of America, Inc. and Entertainment Universe, Inc. had minimal
operations, CD Universe Inc is considered to be the predecessor to the
Registrant. Entertainment Universe, Inc. acquired Motorcycle Centers of
America in a reverse acquisition, which then changed its name to eUniverse,
Inc. Pro forma adjustments have been made to give effect to all of the above
transactions as if they had occurred at the beginning of the twelve month
period presented.
A summary of the acquisitions is as follows:
<TABLE>
<CAPTION>
Transaction Date
----------- ----
<S> <C>
Entertainment Universe, Inc acquires CD Universe, Inc. April 14, 1999
Entertainment Universe, Inc. acquires Motorcycle Centers of
America, Inc. in a reverse acquisition, and the name is changed
to eUniverse, Inc. April 14, 1999
eUniverse , Inc. acquires Case's Ladder, Inc. May 31, 1999
eUniverse, Inc. acquires Gamer's Alliance, Inc. June 30, 1999
eUniverse, Inc. acquires 80% of The Big Network, Inc. August 31, 1999
eUniverse, Inc. acquires Pokemon Village February 1, 2000
eUniverse, Inc. acquires Falcon Ventures Corporation February 2, 2000
eUniverse, Inc. acquires Just Say Wow March 1, 2000
eUniverse, Inc. acquires Dustcloud Media April 14, 2000
</TABLE>
12
<PAGE>
eUniverse, Inc.
PROFORMA BALANCE SHEET
December 31, 1999
<TABLE>
<CAPTION>
Consolidated Falcon Ventures Pokeymon
Balance Sheet Corporation Village JustSayWow
ASSETS
<S> <C> <C> <C> <C>
Current assets
Cash and cash equivalents 891,305 1,856 -- --
Accounts receivable 602,610 73,742 18,512 33,164
Inventory 111,412 274,222 -- --
Due from employees 158,555 -- -- --
Prepaid expenses and other current assets 110,479 11,010 -- --
------------- ----------- ---------- ---------
Total current assets 1,874,361 360,830 18,512 33,164
Furniture and equipment, less accumulated depreciation 590,865 73,956 10,540 2,456
Goodwill, less accumulated amortization 25,709,813 458,868 -- --
Other intangibles, less accumulated amortization 708,143 -- -- --
Other assets 129,125 27,154 -- --
------------- ----------- ---------- ---------
Total assets 29,012,307 920,808 29,052 35,620
============= =========== ========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable 1,576,222 508,014 -- --
Accrued expenses 728,358 -- -- --
Due to affiliates 2,500 789,796 -- --
Short term portion of lease obligations 8,585 -- -- --
------------- ----------- ---------- ---------
Total current liabilities 2,315,665 1,297,810 -- --
------------- ----------- ---------- ---------
Long term liabilities
Long term portion of lease obligations 2,596 -- -- --
Shareholders' equity (deficit)
Preferred stock 179,502 -- -- --
Common stock 16,292 506,250 -- --
Additional paid in capital 32,851,106 -- -- --
Deferred stock compensation cost (41,127) -- -- --
Retained deficit (6,311,727) (883,252) 29,052 35,620
------------- ----------- ---------- ---------
Total shareholders' equity 26,694,046 (377,002) 29,052 35,620
------------- ----------- ---------- ---------
Total liabilities and shareholders' equity 29,012,307 920,808 29,052 35,620
============= =========== ========== =========
<CAPTION>
Pro Forma Adjustments
To Record Acquisitions
At December 31, 1999
Dustcloud Media Combined Dr Cr Pro Forma
ASSETS
<S> <C> <C> <C> <C>
Current assets
Cash and cash equivalents 893,161 3 100,000 793,161
Accounts receivable 5,021 733,049 733,049
Inventory 385,634 385,634
Due from employees 158,555 158,555
Prepaid expenses and other current assets 121,489 121,489
-------- ------------ ------------
Total current assets 5,021 2,291,888 2,191,888
Furniture and equipment, less accumulated depreciation 915 678,732 2 10,540 668,192
Goodwill, less accumulated amortization 26,168,681 1 1,828,574 1 458,868 28,332,834
2 309,098
3 189,380
3A 295,969
Other intangibles, less accumulated amortization 708,143 2 90,000 873,143
3 75,000
Other assets 365 156,644 156,644
-------- ------------ ------------
Total assets 6,301 30,004,088 32,222,701
======== ============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable 2,270 2,086,506 3 100,000 2,186,506
Accrued expenses -- 728,358 728,358
Due to affiliates -- 792,296 1 789,796 2,500
Short term portion of lease obligations -- 8,585 8,585
-------- ------------ ------------
Total current liabilities 2,270 3,615,745 2,925,949
-------- ------------ ------------
Long term liabilities
Long term portion of lease obligations -- 2,596 2,596
Shareholders' equity (deficit)
Preferred stock -- 179,502 179,502
Common stock -- 522,542 1 506,250 1 310 16,708
2 47
3 12
3A 47
Additional paid in capital -- 32,851,106 1 1,782,190 35,450,800
2 417,563
3 99,988
3A 299,953
Deferred stock compensation cost -- (41,127) (41,127)
3A 4,031
3 35,620
Retained deficit 4,031 (7,126,276) 2 29,052 1 883,252 (6,311,727)
-------- ------------ --------------
Total shareholders' equity 4,031 26,385,747 29,294,156
-------- ------------ --------------
Total liabilities and shareholders' equity 6,301 30,004,088 32,222,701
======== ============ ==============
</TABLE>
13
<PAGE>
eUniverse, Inc
PROFORMA STATEMENT OF OPERATIONS
For the Nine Months Ended December 31, 1999
<TABLE>
<CAPTION>
Consolidated
Income Statement
for the
Nine Months Ended Falcon Ventures
December 31, 1999 Corporation Pokeymon Village JustSayWow Dustcloud Media
<S> <C> <C> <C> <C> <C>
Revenue 6,950,769 717,680 40,939 33,164 17,109
Cost of sales 5,228,249 820,743 -- -- --
----------- ----------- ----------- ----------- -----------
Gross profit 1,722,520 (103,063) 40,939 33,164 17,109
----------- ----------- ----------- ----------- -----------
Marketing and sales 2,123,186 37,804 14,332 -- --
Product development 1,221,499 163,454 -- -- --
General and administrative 3,004,888 568,218 2,225 7,799 8,414
Amortization of goodwill and other 1,596,622 10,713 -- -- --
Stock based compensation 161,888 -- -- -- --
----------- ----------- ----------- ----------- -----------
Total 8,108,083 780,189 16,557 7,799 8,414
----------- ----------- ----------- ----------- -----------
Loss from operations (6,385,563) (883,252) 24,382 25,365 8,695
Interest income and other 57,753 -- -- -- --
Interest expense (355) -- -- -- --
Loss allocated to minority interest 16,438 -- -- -- --
----------- ----------- ----------- ----------- -----------
Loss before income taxes (6,311,727) (883,252) 24,382 25,365 8,695
Income tax expense -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Net loss (6,311,727) (883,252) 24,382 25,365 8,695
============ ============ =========== ============ ===========
Basic and diluted loss per share (0.42) (0.88)
Weighted average shares outstanding 15,149,505 1,000,000
<CAPTION>
Pro Forma Adjustments to
Reflect Acquisitions Income Statement
for the for the
Nine Months Ended Nine Months Ended
December 31, 1999 December 31, 1999
Combined Dr Cr Pro Forma
<S> <C> <C> <C> <C>
Revenue 7,759,661 4 50,148 7,968,955
5 143,464
6 15,682
4 10,139
Cost of sales 6,048,992 5 27,688 6,086,819
----------- -----------
Gross profit 1,710,669 1,882,136
----------- -----------
Marketing and sales 2,175,322 5 20,143 2,205,590
6 10,125
Product development 1,384,953 6 260,910 1,645,863
General and administrative 3,591,544 4 44,271 3,914,953
5 146,082
6 133,056
Amortization of goodwill and other 1,607,335 7 689,750 2,319,466
8 5,556
9 16,825
Stock based compensation 161,888 161,888
----------- -----------
Total 8,921,042 10,247,760
----------- -----------
Loss from operations (7,210,373) (8,365,624)
Interest income and other 57,753 6 1,115 58,868
Interest expense (355)6 (3,022) (3,377)
Loss allocated to minority interest 16,438 16,438
----------- -----------
Loss before income taxes (7,136,537) (8,293,695)
Income tax expense -- --
----------- -----------
Net loss (7,136,537) (8,293,695)
=========== ===========
Basic and diluted loss per share (0.44) (0.50)
Weighted average shares outstanding 16,149,505 10 532,217 16,681,722
</TABLE>
14
<PAGE>
eUniverse, Inc
PROFORMA STATEMENT OF OPERATIONS
March 31, 1999
<TABLE>
<CAPTION>
Motorcycle Entertainment
Centers of Universe Gamers Alliance
America CD Universe Case's Ladder (Initial Period) (Initial Period)
Year End Year End Year End February 28,1999 June 1, 1998 to
December 31, 1998 March 31, 1999 December 31, 1998 to March 31, 1999 December 31, 1998
<S> <C> <C> <C> <C> <C>
Revenue -- 8,851,713 378,345 108,347
Cost of sales -- 7,550,289 -- 27,087
-------------- -------------- ----------- ----------------- -----------------
Gross profit -- 1,301,424 378,345 -- 81,260
-------------- -------------- ----------- ----------------- -----------------
General and administrative 5,944,340 1,708,601 394,141 90 78,875
Amortization --
-------------- -------------- ----------- ----------------- -----------------
Total 5,944,340 1,708,601 394,141 90 78,875
-------------- -------------- ----------- ----------------- -----------------
Loss from operations (5,944,340) (407,177) (15,796) (90) 2,385
----------------- -----------------
Other income (expense) (57,290) 1,013 -- -- --
Loss allocated to minority interest -- -- -- -- --
-------------- -------------- ----------- ----------------- -----------------
Loss before income taxes (6,001,630) (406,164) (15,796) (90) 2,385
Income tax expense (benefit) -- -- (1,372) -- --
-------------- -------------- ----------- ----------------- -----------------
Net loss (6,001,630) (406,164) (14,424) (90) 2,385
============== ============== =========== ================= =================
Basic and diluted loss per share (85.94) (0.00)
Weighted average shares outstanding 69,833 10,050,000
<CAPTION>
Falcon Ventures
The Big Corporation Pro Forma Adjustments
Network, Inc (Initial Period) to Reflect Acquisitions
Year End May 12, 1998 to as of March 31, 1999
December 31, 1998 February 24, 1999 Combined Dr Cr Pro Forma
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue 83,883 102,872 9,525,160 11 15,570 9,540,730
Cost of sales 56,375 91,788 7,725,539 11 11,898 7,737,437
------------- --------------- --------------- ------------
Gross profit 27,508 11,084 1,799,621 1,803,293
------------- --------------- --------------- ------------
General and administrative 765,430 319,167 9,210,644 11 6,508 9,217,152
Amortization 12 2,982,226 3,144,293
13 116,667
14 45,400
------------- --------------- --------------- ------------
Total 765,430 319,167 9,210,644 12,361,445
------------- --------------- --------------- ------------
Loss from operations (737,922) (308,083) (7,411,023) (10,558,152)
------------- --------------- ---------------
Other income (expense) 1,857 (54,420) (54,420)
Loss allocated to minority interest -- -- -- 15 147,104 147,104
------------- --------------- --------------- ------------
Loss before income taxes (736,065) (308,083) (7,465,443) 10,465,468
Income tax expense (benefit) -- -- (1,372) (1,372)
------------- --------------- --------------- ------------
Net loss (736,065) (308,083) (7,464,071) 10,464,096
============= =============== =============== ============
Basic and diluted loss per share (0.74) (0.63)
Weighted average shares outstanding 10,119,833 16 6,525,947 16,645,780
</TABLE>
15
<PAGE>
EUniverse, Inc.
Notes to pro forma financial statements
Balance Sheet, December 31, 1999
1) To record acquisition of Falcon Ventures Corporation for a purchase price
of $1,782,500. Liabilities assumed exceed fair value of assets acquired by
$46,074, resulting in goodwill of $1,828,574 being recorded in the
financial statements.
2) To record acquisition of certain assets of Pokemon Village for a purchase
price of $417,610. The purchase price has been allocated as follows:
Receivables, $18,512; Domain Names, $90,000; Goodwill, $309,098.
3) To record acquisition of the assets of Just Say Wow for a purchase price of
$300,000. The purchase price is being paid $200,000 at closing in cash and
stock and $100,000 in cash over the next ten months. The purchase price has
been allocated as follows: Receivables, $33,164; Fixed Assets, $2,456;
Domain Names, $75,000; Goodwill, $189,380.
3A) To record acquisition of the assets of Dustcloud Media for a purchase price
of $300,000. The purchase price is being paid $150,000 at closing in stock, and
up to an addition $150,000 in stock over the next year. The purchase price has
been allocated as follows: Receivables, $5,021; Fixed Assets, $915; Other
assets, $365; Payables, $2,270; Goodwill, $295,969.
Income Statement, nine months ended December 31, 1999
4) To record the activity of Gamer's Alliance, Inc for the period from April 1
through June 30, 1999, the date of the acquisition.
5) To record the activity of Case's Ladder, Inc. for the period from April 1
through May 31, 1999, the date of acquisition.
6) To record the activity of The Big Network, Inc. for the period from April 1
through August 31, 1999, the date of acquisition.
7) To reflect amortization of goodwill as if the acquisitions had been
consummated at the beginning of the period. Goodwill is being amortized
over ten years from the date of acquisition using the straight line method.
8) To reflect amortization of customer lists as if the acquisitions had been
consummated at the beginning of the nine month period. Customer lists are
being amortized over three years from the date of acquisition using the
straight line method.
9) To reflect amortization of domain names as if the acquisitions had been
consummated at the beginning of the nine month period. Domain names are
being amortized over ten years from the date of acquisition using the
straight line method.
10) To adjust outstanding shares as if the acquisitions had been consummated at
the beginning of the nine month period and the shares issued pursuant to
the acquisitions were outstanding for the entire period.
Income Statement, twelve months ended March 31, 1999
16
<PAGE>
11) To reflect activity of Falcon Ventures Corporation for the period February
25 to March 31, 1999.
12) To reflect amortization of goodwill as if the acquisitions had been
consummated at the beginning of the twelve month period. Goodwill is being
amortized over ten years using the straight line method.
13 To reflect amortization of customer lists as if the acquisitions had been
consummated at the beginning of the twelve month period. Customer lists are
being amortized over three years using the straight line method.
14) To reflect amortization of domain names as if the acquisitions had been
consummated at the beginning of the twelve month period. Domain names are
being amortized over ten years using the straight line method.
15) To record minority interest in loss of The Big Network, Inc.
16) To adjust outstanding shares as if the acquisitions had been consummated at
the beginning of the fiscal year presented and the shares issued pursuant
to the acquisitions were outstanding for the entire year. Total pro forma
weighted average shares outstanding on completed acquisitions is computed
as follows:
<TABLE>
<S> <C>
Entertainment Universe shares outstanding at March 31, 1999 10,050,000
Shares retained by former MCA shareholders 1,200,993
Shares issued for CD Universe 2,425,000
Shares issued for Case's Ladder 700,000
Shares issued for Gamer's Alliance 78,125
Shares issued for The Big Network 1,440,000
Shares issued for eUniverse Website 15,000
Shares issued for services in connection with stock offerings 319,000
Shares issued for Falcon Ventures Corporation 310,000
Shares issued for Pokemon Village 48,630
Shares issued for Just Say Wow 11,696
Shares issued for Dustcloud Media 47,336
----------
16,645,780
==========
</TABLE>
17
<PAGE>
(c) Exhibits.
The following exhibits are filed as part of this report:
<TABLE>
<S> <C>
3.06.1 First Amendment to Designation of Stock of eUniverse, Inc. f/k/a Motorcycle Centers of America,
Inc. and First Amended and Restated Certificate of Designation of Series A 6% Convertible Preferred
Stock of eUniverse, Inc., dated as of February 2, 2000.
10.15 Agreement and Plan of Reorganization by and among eUniverse, Inc., Gamer's Alliance, Inc., and
Larry N. Pevnick and Robin T. Pevnick, Ten Ent., and Stan Goldenberg and Andrea R. Goldenberg, Ten
Ent., dated as of the 1st day of July, 1999.
10.16 Agreement and Plan of Reorganization by and among eUniverse, Inc., The Big Network, Inc., Stephen
D. Sellers, John V. Hanke and Michael Sellers, dated July 30, 1999 (effective as of August 31,
1999).
10.17 Letter Agreement by and among Brad D. Greenspan, Charles Beilman, Stephen D. Sellers and John V.
Hanke regarding appointment of a director of eUniverse, Inc., dated as of August 31, 1999.
10.18 Employment Agreement by and between eUniverse, Inc. and James Haiduck, dated as of June 17, 1999.
10.19 Employment Agreement by and between eUniverse, Inc. and Stephen D. Sellers, dated as of August 31,
1999.
10.21 eUniverse, Inc. Registration Rights Agreement dated July 30, 1999.
10.22 Office Sublease by and between Golden Gate University and The Big Network, Inc., dated July 9, 1999.
10.23 Engagement Letter by and among Gerard Klauer Mattison & Co., Inc. by Entertainment Universe, Inc.
and Brad Greenspan, dated February 24, 1999.
10.24 Indemnification Agreement by Entertainment Universe, Inc. and Brad Greenspan in favor of Gerard
Klauer Mattison & Co., Inc., dated February 24, 1999.
10.25 eUniverse, Inc. 1999 Stock Awards Plan.
10.39.02 Second Amendment to Stock Option Agreement by and between
eUniverse, Inc. and Charles Beilman, dated as of May 31, 2000.
10.39.03 Third Amendment to Stock Option Agreement and Escrow Agreement by
and among eUniverse, Inc., Charles Beilman and Martin, Gasparrini
& Chioffi, LLP, dated as of June 16, 2000.
10.45 Letter agreement by and among eUniverse, Inc. and Erik MacKinnon and Dan Barnes d/b/a Dustcloud
Media, dated March 29, 2000.
</TABLE>
18
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: June 28, 2000 eUniverse, Inc.
(Registrant)
By: /s/ William R. Wagner
---------------------
William R. Wagner
Chief Financial Officer
19
