UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the Transition Period from _______________ TO ____________.
0-22808
(Commission File Numbers)
eNexi Holdings, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware 7379
(State or other jurisdiction of (Primary Standard Industrial
incorporation or organization) Classification Code Number)
</TABLE>
30 Corporate Park, Suite 455, Irvine California 92606
(Address of principal executive offices)
(949) 756-8181
(Registrants' telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrants (1) have 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
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. YES [ X ] NO[ ]
As of September 30, 2000, 9,732,864 shares of Common Stock, par value
$.0001 per share, of eNexi Holdings, Inc. were issued and outstanding.
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
CONTENTS
<S> <C>
Balance Sheets F - 2
Statements of Income and Expense F - 3
Statement of Stockholders' Equity F - 4
Statements of Cash Flows F - 5
Notes to the Financial Statements F - 7
</TABLE>
<PAGE>
eNexi HOLDINGS, INC.
(Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
September 30, 2000
December 31, 1999 (Consolidated)
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 1,196,675 $ 3,555,793
Accounts receivable 1,336 84,234
Other current assets 10,267 1,734
---------------------- -------------------
Total current assets 1,208,278 3,641,761
---------------------- -------------------
Property and equipment - net 181,029 304,418
---------------------- -------------------
Other assets
Investment (Note 5) - 364,500
Deposits 52,527 44,949
---------------------- -------------------
Total assets $ 1,441,834 $ 4,355,628
====================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 88,994 $ 67,774
Accrued liabilities 7,979 -
Notes payable (Note 5) 394,884 -
Other current liabilities - 563
---------------------- -------------------
Total current liabilities 491,857 68,337
---------------------- -------------------
Commitments (Note 4) - -
Stockholders' equity: (Note 6)
Preferred Stock
Convertible Series A: $0.0001 par value, 6,000,000 shares authorized
and 0 shares issued and outstanding at September 30, 2000 - -
Convertible Series B: $0.0001 par value, 3,000,000 shares
authorized, and 0 shares issued and outstanding
at September 30, 2000 - -
Common Stock
$0.01 par value, 1,200,000 shares authorized, 1,048,868
shares issued and outstanding at December 31, 1999
$0.0001 par value, 50,000,000 shares authorized, 9,732,864
shares issued and outstanding at September 30, 2000, respectively 10,489 974
Additional paid-in capital 2,435,031 7,073,386
Warrants outstanding - 14,000
Accumulated deficit (1,495,543) (2,801,069)
---------------------- -------------------
Total stockholders' equity 949,977 4,287,291
---------------------- -------------------
Total liabilities and stockholders' equity $ 1,441,834 $ 4,355,628
====================== ===================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
eNexi HOLDINGS, INC.
(Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
STATEMENTS OF INCOME AND EXPENSE
(UNAUDITED)
<TABLE>
<CAPTION>
From inception
Three months ended (May 14, 1999) Nine months ended
Three months ended September 30, 2000 through September 30, 2000
September 30, 1999 (Consolidated) September 30, 1999 (Consolidated)
---------------------- ----------------------- ---------------------- ------------------
<S> <C> <C> <C> <C>
Net revenues $ - $ 79,590 $ - $ 322,490
---------------------- ----------------------- ---------------------- ------------------
Operating costs and expenses:
Cost of recurring revenues 32,696 20,999 32,732 99,052
Sales and marketing 46,531 89,750 46,530 445,537
General and administrative 608,067 638,846 755,295 1,124,575
Organization costs - - - 99,416
---------------------- ----------------------- ---------------------- ------------------
Total operating costs and
expenses 687,294 749,595 834,557 1,768,580
---------------------- ----------------------- ---------------------- ------------------
Loss from operations (687,294) (670,005) (834,557) (1,446,090)
Other income (expense):
Interest expense (1,162) (1,638) (1,162) (10,071)
Interest income 898 60,563 1,759 80,926
Gain from disposal of
investment interest (Note 5) - 107,000 - 107,000
Other income - net - 2,970 - 1,292
---------------------- ----------------------- ---------------------- ------------------
Loss from continued
operations before income tax
provision (687,558) (501,110) (833,960) (1,266,943)
---------------------- ----------------------- ---------------------- ------------------
Provision for income taxes - - - -
---------------------- ----------------------- ---------------------- ------------------
Loss from continued operations (687,558) (501,110) (833,960) (1,266,943)
---------------------- ----------------------- ---------------------- ------------------
Discontinued operations:
Loss from operation of
disposed business segment,
net of tax - (9,578) - (504,047)
Gain on disposal of business
segment, net of tax - 465,464 - 465,464
---------------------- ----------------------- ---------------------- ------------------
Net loss $ (687,558) $ (45,224) $ (833,960) $ (1,305,526)
====================== ======================= ====================== ==================
Loss from continuing
operations per share $ (0.95) $ (0.05) $ (1.15) $ (0.31)
Loss from operation of
disposed business
segment per share - (0.01) - (0.13)
Gain on disposal of business
segment per share - 0.05 - 0.12
---------------------- ----------------------- ---------------------- ------------------
Net loss per share $ (0.95) $ (0.01) $ (1.15) $ (0.32)
====================== ======================= ====================== ==================
Weighted average shares outstanding 723,000 9,732,864 722,842 4,037,761
====================== ======================= ====================== ==================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
eNexi HOLDINGS, INC.
(Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Series A Convertible Series B Convertible
Preferred Stock Preferred Stock Common Stock
------------------------- ------------------------- ----------------------------
Number Par Number Par Number Par Additional
of Shares Value of Shares Value of Shares Value Paid-in
Capital
------------ --------- ------------ --------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1999 - $ - - $ - 1,048,868 $ 10,489 $ 2,435,031
Purchase of stock for cash - - - - (2,000) (20) (19,980)
(Note)
Shares issued for common
stock (Note 3) 6,000,000 600 - - 43,075,000 4,308 813,843
Adjusting entries to reflect - - - - (1,046,868) (10,469) (863,893)
reverse acquisition (Note 3)
Issuance of Series B
Preferred Stock for cash - - 2,009,864 201 - - 4,704,250
1 for 25 reverse stock split
(Note 6) - - - - (41,352,000) (4,135) 4,135
Issuance of common stock
for conversion of Series A
and Series B Preferred Stock
(Note 6) (6,000,000) (600) (2,009,864) (201) 8,009,864 801 -
Net loss
------------ --------- ------------ --------- ----------- ------------- ------------
Balance, September 30, 2000
- consolidated - $ - - $ - 9,732,864 $ 974 $ 7,073,386
============ ========= ============ ========= =========== ============= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
eNexi HOLDINGS, INC.
(Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
(CONT'D)
Retained Total
Earnings Stockholders'
(Deficit) Equity
------------- -------------
<S> <C> <C>
Balance, December 31, 1999 $ (1,495,543) $ 949,977
Purchase of stock for cash - (20,000)
(Note)
Shares issued for common
stock (Note 3) (873,762) (41,011)
Adjusting entries to reflect 873,762 (600)
reverse acquisition (Note 3)
Issuance of Series B
Preferred Stock for cash - 4,704,250
1 for 25 reverse stock split
(Note 6) - -
Issuance of common stock
for conversion of Series A
and Series B Preferred Stock
(Note 6) - -
Net loss (1,305,526) (1,305,526)
------------ -----------
Balance, September 30, 2000
- consolidated $(2,801,069) $ 4,287,291
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
eNexi HOLDINGS, INC.
(Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
From inception
(May 14, 1999) Nine months ended
through September 30, 2000
September 30, 1999 (Consolidated)
---------------------- --------------------
Cash flows provided by operating activities:
<S> <C> <C>
Net loss $ (833,960) $ (1,305,526)
---------------------- --------------------
Adjustment to reconcile net loss to cash used by operations:
Depreciation 16,486 41,605
Organization costs - 99,416
Gain from sale of discontinued operations - (465,464)
Gain from disposal of investment interest - (107,000)
Other - (1,292)
Changes in assets and liabilities:
Accounts receivable - (82,898)
Other current assets (15,839) 13,804
Deposits (39,879) 7,580
Accounts payable 64,101 (60,519)
Accrued liabilities 14,337 (7,979)
Other current liabilities - 563
---------------------- --------------------
Total adjustments 39,206 (562,184)
---------------------- --------------------
Net cash used by operations (794,754) (1,867,710)
---------------------- --------------------
Cash flows used by investing activities:
Investment - (364,500)
Proceeds from sale of discontinued operations - 465,464
Purchase of property and equipment (188,369) (167,037)
Securities received for discontinued operations - (100,964)
Proceeds from sale of securities - 104,298
---------------------- --------------------
Net cash used by investing activities (188,369) (62,739)
---------------------- --------------------
Cash flows provided by financing activities:
Proceeds from notes payable 394,884 (394,884)
Purchase of treasury stock - (20,000)
Issuance of common stock 2,100,520 4,704,451
---------------------- --------------------
Net cash provided by financing activities 2,495,404 4,289,567
---------------------- --------------------
Net increase in cash and cash equivalents 1,512,281 2,359,118
Cash and cash equivalents, beginning of period - 1,196,675
---------------------- --------------------
Cash and cash equivalents, end of period $ 1,512,281 $ 3,555,793
====================== ====================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
eNexi HOLDINGS, INC.
(Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
From inception
(May 14, 1999) Nine months ended
through September 30, 2000
September 30, 1999 (Consolidated)
---------------------- --------------------
Supplemental disclosures of cash flow information
<S> <C> <C>
Cash paid during the period for:
Interest expense $ 1,162 $ 13,842
======================== =====================
Supplemental disclosures of non-cash operating, investing,
and financing activities
Issuance of stock for net assets acquired $ - $ 104,687
======================== =====================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
eNexi HOLDINGS, INC.
(Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 2000
1. INTERIM FINANCIAL INFORMATION
The financial statements of eNexi Holding, Inc. and Subsidiary (the
Company) as of September 30, 2000 and for the nine months ended
September 30, 2000 and from inception (May 14, 1999) through September
30, 1999, and related footnote information are unaudited. All
adjustments (consisting only of normal recurring adjustments) have been
made which, in the opinion of management, are necessary for a fair
presentation. Results of operations for the nine months ended September
30, 2000 and from inception through September 30, 1999 are not
necessarily indicative of the results that may be expected for any
future period. The balance sheet at December 31, 1999 was derived from
audited financial statements.
Certain information and footnote disclosures, normally included in
financial statements prepared in accordance with generally accepted
accounting principles, have been omitted. These financial statements
should be read in conjunction with the financial statements and notes
for the year ended December 31, 1999.
2. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of the
Company and its Subsidiary. All material intercompany balances and
intercompany transactions have been eliminated.
3. MERGER AND PRIVATE PLACEMENT
On May 19, 2000, the board of directors and stockholders of Silver King
Resources, Inc., a Delaware corporation ("Silver King"), approved and
adopted the Agreement and Plan of Merger, dated as of March 21, 2000,
(the "Agreement"), by and among Silver King and Silver King
Acquisition, Inc. ("Acquisition Corp"), a wholly-owned subsidiary of
Silver King formed for the purpose of the merger. Pursuant to the
Agreement, Silver King issued 6,000,000 shares of its Series A
Convertible Preferred Stock, convertible into 6,000,000 shares of
Silver King's common stock, par value $.0001 per share to the
stockholders of eNexi, Inc., in exchange for 100% of the outstanding
capital stock of eNexi, Inc. Simultaneously, Silver King issued
2,009,864 shares at $2.50 per share of Series B Convertible Preferred
Stock, convertible to 2,009,864 shares of common stock.
In addition, Silver King assumed existing common stock purchase
warrants from eNexi, Inc. which will be exchanged for 1,000,000 shares
of common stock of Silver King at an exercise price of $2.50 per share.
Since the former shareholders of eNexi, Inc. acquired control of
the Silver King through Acquisition Corp. upon the completion of the
merger , the merger was accounted for as a reverse acquisition.
Accordingly, for financial statement purposes, eNexi, Inc. was
considered the accounting acquiror and the related business
combination was considered
F-8
<PAGE>
eNexi HOLDINGS, INC.
(Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 2000
3. MERGER AND PRIVATE PLACEMENT (Continued)
a recapitalization of eNexi, Inc. rather than an acquisition by
Silver King. The historical financial statements prior to May 19,
2000, will be those of eNexi, Inc. but the name of the corporation
going forward will be eNexi Holdings, Inc. formerly known as Silver
King Resources, Inc.
4. COMMITMENTS
Operating Lease
On July 1, 2000, the Company entered into a new non-cancelable
operating lease for its office space that expires September 30, 2002.
Future minimum lease payments for this new lease are as follows:
In the year ended December 31,
---------------------------------------
2000 $ 88,540
2001 180,622
2002 92,082
---------
$ 361,244
=========
On October 30, 2000, the Company assigned a computer lease which
required monthly payments totaling $11,480.
5. OTHER EVENTS
Extinguishment of Related Party Debt
In July 2000, the Company has agreed to exchange its 60% interest in
International Capri Resources, SA de CV, which has a carrying value of
$0 on the Company's books for $107,000, which was borrowed on a short
term basis from a former shareholder. The transaction resulted in a
gain of $107,000.
Payoff of Notes Payable
In July 2000, the Company paid off all of it's notes payable totaling
$415,069 plus accrued interest of $1,636.
F-9
<PAGE>
eNexi HOLDINGS, INC.
(Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 2000
5. OTHER EVENTS (Continued)
Sale of VirtuallyFreeInternet.com
In June 2000, the Company created a wholly owned subsidiary, Viaduct II
(an Indiana corporation). The Company then sold its
VirtuallyFreeInternet.com subscriber base, data base of unserviced
affiliates, and its related domain names, "virtuallyfreeinternet.com"
and "vfmail.com" to Viaduct II for $1.
On June 28, 2000, the Company entered into an agreement to sell its
wholly owned subsidiary, Viaduct II, to Galaxy Online, Inc. (a Yukon
Territory, Canada corporation). The Company exchanged all of the issued
and outstanding common stock of Viaduct II for 342,253 common shares of
Galaxy Online, Inc. The sale was effective and closed on July 10, 2000.
The Company received 85,563 common shares with a per share price of
$1.18 for a total market value of $100,964. In addition, the remaining
256,690 common shares of Galaxy Online, Inc. will be held in escrow
until June 28, 2002. On or before June 28, 2002, Galaxy Online, Inc.
has the option to give the Company the shares held in escrow or
$364,500 in cash.
6. CAPITAL STOCK
Preferred Stock
The Company authorized 6,000,000 shares of preferred stock, $0.0001 par
value per share.
Series A Convertible Preferred Stock
The Company authorized 6,000,000 shares of Series A Convertible
Preferred Stock, $0.0001 par value per share, convertible into one
share of common stock. The Series A Convertible Preferred Stock has
voting rights equal to the number of shares of common stock issuable
upon conversion of such shares.
Series B Convertible Stock
The Company authorized 3,000,000 shares of Series B Convertible
Preferred Stock, $0.0001 par value per share, convertible into one
share of common stock. The Series B Convertible Preferred Stock has
voting rights equal to the number of shares of common stock issuable
upon conversion of such shares.
F-10
<PAGE>
eNexi HOLDINGS, INC.
(Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 2000
6. CAPITAL STOCK (Continued)
Reverse Stock Split
On May 25, 2000, the Company's Board of Directors authorized a 1 for 25
reverse stock split of the Company's $0.0001 par value common stock
effective June 26, 2000, for all common stockholders of record at June
23, 2000. As a result of the reverse split, 41,352,000 shares of common
stock were returned to the Company, and additional paid-in capital was
increased by $4,135. All references in the accompanying financial
statements to the number of common shares and per-share amounts have
been restated to reflect the reverse stock split.
Conversion of Preferred Stock
The 1 for 25 reverse stock split authorized by the Company's Board of
Directors on May 25, 2000 automatically converted the Company's Series
A and Series B Convertible Preferred Stock on a 1 for 1 basis into
shares of common stock.
F-11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The statements contained in this Report that are not historical are
forward-looking statements, including statements regarding the Company's
expectations, intentions, beliefs or strategies regarding the future. Forward-
looking statements include the Company's statements regarding liquidity,
anticipated cash needs and availability and anticipated expense levels. All
forward-looking statements included in this Report are based on information
available to the Company on the date hereof, and the Company assumes no
obligation to update any such forward-looking statement. It is important to note
that the Company's actual results could differ materially from those in such
forward-looking statements. Additionally, the following discussion and analysis
should be read in conjunction with the Financial Statements and notes thereto
appearing elsewhere in this Report.
OVERVIEW
eNexi Holdings, Inc. (formerly known as Silver King Resources, Inc.) is a
development stage Internet company that creates company-owned direct response
and content delivery web sites. There are two web sites currently in operation:
dollars4mail.com and myquickinfo.com.
Dollars4mail.com provides subscribers with an opportunity to earn money
while using their free web-based email account, while shopping on any one of the
400 affiliated shopping sites, and while playing casino and action games.
Subscribers can also earn money by signing up for other online programs or for
online sweepstakes that are affiliated with the site.
Dollars4mail.com generates revenues by providing Internet advertisers with
a targeted audience for opt-in emails and banner ads and shares revenues with
those subscribers who utilize some or all of the services offered on its web
sites. It also shares a portion of the revenues generated by other subscribers
that they have referred to the site.
Myquickinfo.com, launched on July 31,2000, allows subscribers to create
individualized newsletters from approximately 1,500 headline news links on the
Internet. The web site generates revenues from banner ads placed in the
newsletters and from the sales created through the affiliated shopping sites
that are linked in the newsletters.
During the quarter ended September 30, 2000, the Company also operated the
Company's previously owned web site virtuallyfreeinternet.com, a nationwide
Internet service provider. On June 28, 2000, the Company signed an agreement to
sell the subscriber base to Galaxy Internet. The sale was consummated on July
10, 2000 in exchange for 342,253 shares of Galaxy common stock. 85,563 shares of
the common stock were unrestricted and those shares were immediately sold. The
remaining 256,690 shares are restricted for 24 months. The Company agreed to
operate the site on behalf of Galaxy Internet for the month of July 2000.
The total number of subscribers to company-owned web sites increased from
approximately 175,000 as of June 30, 2000, to approximately 335,000 as of
September 30, 2000.
<PAGE>
On July 17, 2000, the Company changed its name from Silver King Resources,
Inc. to eNexi Holdings, Inc.
RESULTS OF OPERATIONS
The Company was incorporated on May 14, 1999. From that date, through
September 30, 1999, the Company was in the process of initiating operations and
hiring employees. For these reasons, we believe that comparing the results of
operations for the quarter ended September 30, 2000 to the results of operations
for the quarter ended September 30, 1999 would not provide any meaningful
information and therefore we have not provided such comparative information.
Three Months Ended September 30, 2000
REVENUES; LOSSES. During the period, Company revenues were derived from its
company-owned web site, dollars4mail.com. Gross revenues from operations were
$79,590. From July 1, 2000 to September 30, 2000, the Company incurred an
operating loss of $501,110. In addition, the Company incurred a loss from the
operation in its disposed virtuallyfreeinternet.com business segment of $9,578
and a gain on the sale of this business of $465,464.
COST OF SALES. Costs of sales consist of the costs associated with
connecting members to the Internet, providing email services, points of presence
or POP's (dial-up telephone access), commissions earned by subscribers on all
company-owned web sites, and credit card processing fees. The Company incurred a
total of $20,999 in cost of sales.
SALES AND MARKETING. Sales and marketing expenses consist of the cost of
Internet advertisements purchased to attract new subscribers to the
company-owned web sites, and new market penetration costs. Total marketing costs
for the quarter were $89,750.
ADMINISTRATIVE. During the quarter ended September 30, 2000, administrative
expenses were $638,846. Of the total, labor costs were $353,932 and consulting
costs were $47,777.
On July 1, 2000, the Company signed a new lease and subsequently moved into
a larger location, approximately 7,000 square feet. The lease term is two years
with an option for three additional years. On October 30, the Company assigned a
computer lease which requires monthly payments totaling $11,480.
INTEREST EXPENSE. Interest expense for the quarter was $1,638 and was
derived from notes due to related parties.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2000, the Company had cash and cash equivalents of
$3,555,793 and receivables of $84,234. The increase in accounts receivable
relates to dollars4mail.com and the additional sales from advertising companies
whose terms range from 30 to 90 days.
On, May 19, 2000, the Company completed a reverse merger with Silver King
Resources, Inc. In conjunction with the reverse merger, the Company closed a
private placement selling 2,009,864 shares of Series B Convertible Preferred
Stock in exchange for receiving gross proceeds of $5,024,660. The Company
incurred organization costs in completing this reverse merger of $99,416 that
was based on the value of common stock shares of 1,046,868 at an exercise price
of $.10 per share. Refer to Note 3 of the Notes To Financial Statements for
additional information.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Neither the Company nor any of its property is a party to any pending
or threatened legal proceedings.
Item 2. Changes in Securities and Use of Proceeds
On, May 19, 2000, the Company completed a reverse merger with Silver
King Resources, Inc. The Company received 6,000,000 shares of Series A
Convertible Preferred Stock in exchange for 100% of the common stock of eNexi,
Inc. In conjunction with the reverse merger, the Company closed a private
placement selling 2,009,864 shares of Series B Convertible Preferred Stock in
exchange for receiving gross proceeds of $5,024,660.
On July 17, all Preferred Stock was converted at a rate of 1:25. The
total number of common stock shares after the conversion was 243,321,600.
Simultaneously with the conversion, the Company affected a 25:1 reverse split.
The total numbers of shares outstanding following the 25:1 reverse split were
9,732,864.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Events
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27: Financial Data Schedule
<PAGE>
(b) Reports on Form 8-K
<TABLE>
<CAPTION>
Date Reported Event
<S> <C>
July 17, 2000 Amendment to Company's filing on Form 8-K, dated May 24, 2000.
July 25, 2000 Disposition of eNexi's Internet-access-related assets to Galaxy Online, Inc.
September 5, 2000 Change in Registered Accountants from Cogen Sklar LLP to Mendoza, Berger and Company LLC
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the project to be signed on its behalf by the
undersigned thereto duly authorized.
ENEXI HOLDINGS, INC.
November 14, 2000 By: /s/ Larry Mayle
Larry Mayle
Chief Executive Officer
