SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 20, 1999
eFinancial Depot. Com, Inc.
(Formerly Ballynagee Acquisition Corp.)
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-26899 33-0809711
(Commission File Number) (IRS Employer Identification No.)
1005-750 W PENDER
VANCOUVER, BC V6 2TB
(Address of principal executive offices)
(Zip Code)
(604) 681-6186
Registrant's telephone number, including area code:
1875 CENTURY PARK EAST SUITE 150
CENTURY CITY, CA 90067
(Former Address)
This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by
e. Financial Depot.com, Inc. (formerly Ballynagee Acquisition Corp.) on October
1, 1999 solely to add the financial statements of the business acquired by Item
7(a) and the pro forma financial information required by Item 7 (b).
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The required financial statements of the business acquired are set
forth below.
RJI, INC.
(FORMERLY TALK STOCK WITH ME, INC.)
FINANCIAL STATEMENTS
AUGUST 31, 1999
Index to Financial Statements
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Page
Report of Independent Certified Public Accountants 1
Financial Statements
Balance Sheet at August 31, 1999 2
Statements of Operations for the period
October 1, 1998 (date of inception)
through August 31, 1999 3
Statements of Stockholders' Equity for the period
October 1, 1998 (date of inception)
through August 31, 1999 4
Statements of Cash Flows for the period
October 1, 1998 (date of inception)
through August 31, 1999 5
Notes to Financial Statements 6-7
<PAGE>
STEFANOU & COMPANY, LLP
Certified Public Accountants
1360 Beverly Road
Suite 305
McLean, VA 22101-3621
703-448-9200
703-448-3515 (fax)
Philadelphia, PA
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
RJI, Inc. (Formerly Talk Stock With Me, Inc.)
Los Angeles, California
We have audited the accompanying balance sheet of RJI, Inc. (Formerly Talk
Stock With Me, Inc.) as of August 31, 1999 and the related statements of
operations, stockholders' equity, and cash flow for the period October 1, 1998
(date of inception) through August 31, 1999. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on the financial statements based upon 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 overall financial statement presentation.
We believe 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 RJI, Inc. (Formerly Talk
Stock With Me, Inc) at August 31, 1999 and the results of its operations and its
cash flow for the period October 1, 1998 (date of inception) through August 31,
1999 in conformity with generally accepted accounting principles.
/s/ Stefanou & Company, LLP
---------------------------
Stefanou & Company, LLP
McLean, Virginia
December 1, 1999
<PAGE>
RJI, INC.
(FORMERLY TALK STOCK WITH ME, INC.)
BALANCE SHEET
AUGUST 31, 1999
ASSETS
<TABLE>
<CAPTION>
Current Assets:
<S> <C>
Cash and equivalents 8,348
Accounts receivable, net of allowance for doubtful accounts of $313,810 150,250
Marketable securities held by affiliates (Note D) 105,234
Marketable securities in brokerage accounts (Note D) 129,285
Accrued tax benefits (Note C) 22,834
------------
Total current assets $ 415,951
Property and equipment (at cost):
Office furniture and equipment, net of accumulated depreciation of $3,520 $ 31,656
------------
$ 447,607
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities 12,853
Unearned revenues 30,750
Income tax payable (Note C) 152,180
Notes payable (Note B) 30,614
------------
$ 226,397
Long-term liabilities - deferred income tax expense (Note C) $ 7,550
Stockholders' equity:
Common stock, par value $.01 per share; authorized
100,000 shares; issued and outstanding
1,000 shares on August 31, 1999 10
Additional paid-in capital 990
Retained earnings 241,254
Net unrealized loss on marketable securities (Note D) (28,594)
------------
$ 213,660
------------
$ 447,607
============
</TABLE>
See accompanying notes to financial statements
<PAGE>
RJI, INC.
(FORMERLY TALK STOCK WITH ME, INC.)
STATEMENT OF OPERATIONS
FOR THE PERIOD OCTOBER 1, 1998 (DATE OF INCEPTION)
THROUGH AUGUST 31, 1999
Revenues:
Fees $ 890,132
Operating expenses:
Salaries and wages 97,094
Provision for uncollectible fees 313,810
Computer consultants 64,522
General and administrative 42,389
-------
517,815
-------
Operating income 372,317
Other income:
Realized gain on securities sales 28,667
-------
Net income before taxes 400,984
Provision for income taxes (Note C) 159,730
-------
Net income (loss) $ 241,254
==========
Earnings per common share 241.254
(basic and assuming dilution)
Weighted average shares outstanding 1,000
basic and diluted
See accompanying notes to financial statements
<PAGE>
RJI, INC.
(FORMERLY TALK STOCK WITH ME, INC.)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE PERIOD OCTOBER 1, 1998 (DATE OF INCEPTION)
THROUGH AUGUST 31, 1999
<TABLE>
<CAPTION>
Common Stock Additional Retained Unrealized Loss
Shares Amount Paid in Capital Earnings on Securities
------ ------ --------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, October 1, 1998
Initial investment 1,000 $ 10 $ 990
Net income $ 241,254
Unrealized loss on available-for
sale securities - - - - $ (28,594)
--------- ---------- ----------- ----------- -----------
Balance at August 31, 1999 1,000 $ 10 $ 990 $ 241,254 $ (28,594)
========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements
<PAGE>
RJI, INC.
(FORMERLY TALK STOCK WITH ME, INC.)
STATEMENT OF CASH FLOWS
FOR THE PERIOD OCTOBER 1, 1998 (DATE OF INCEPTION)
THROUGH AUGUST 31, 1999
<TABLE>
<CAPTION>
<S> <C>
Cash flows from operating activities:
Net income from operating activities $ 241,254
Adjustments to reconcile net income to net cash:
Depreciation 3,520
Gain sale of securities (28,667)
Provision for bad debts 313,810
Securities paid in lieu of cash for services received 1,125
Available-for-sale securities received for services rendered (316,796)
Change in: Receivables (464,060)
Income tax payable 152,180
Deferred tax expense 7,550
Unearned revenues 30,750
Accounts payable and accrued liabilities 12,853
---------
Net cash used in operating activities (46,481)
Cash flows used in investing activities:
Capital expenditures (35,176)
Proceeds from available-for-sale securities 58,391
---------
Net cash provided by investing activities 23,215
Cash flows (used) provided in financing activities:
Proceeds from issuance of common stock 1,000
Proceeds from notes payable 30,614
---------
Net cash provided by financing activities 31,614
---------
Net increase (decrease) 8,348
Cash and cash equivalents at January 1 -
---------
Cash and cash equivalents at June 30 $ 8,348
=========
</TABLE>
Supplemental Disclosure of Cash Flow Information:
- -------------------------------------------------
No cash was paid for interest expense or income tax expense during
the period from October 1, 1999 (date of inception) through August 31, 1999
See accompanying notes to financial statements
<PAGE>
RJI, INC.
(FORMERLY TALK STOCK WITH ME, INC.)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1999
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
RJI, Inc. (Formerly Talk Stock With Me, Inc.) (the Company) was organized
October 1, 1998 under the laws of the State of Nevada.
NATURE OF OPERATIONS
The Company develops, markets, and operates an internet web site devoted to the
research of U.S. and Canadian equity issues. Through Public Relations/Investor
Relations Consulting Agreements the Company contracts with public companies to
assist them in communicating with their investors and the public.
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 disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ significantly from those estimates.
CASH
For purposes of reporting cash flow, cash and cash equivalents include money
market accounts and any highly liquid debt instruments purchased with a maturity
of three months or less.
DEPRECIATION AND AMORTIZATION
Property and equipment is stated at cost, maintenance and repairs are charged to
operations. Depreciation expense is calculated on a straight-line basis over 5
years using a half-year convention for the year of purchase. Depreciation
expense was $3,520 for the period ended August 31, 1999
ADVERTISING
The Company expenses advertising costs as they are incurred. For the period
ended August 31, 1999, advertising costs were $2,104.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
It is the policy of management to review the outstanding accounts receivable at
year-end and establish an allowance for doubtful accounts for uncollectible
amounts.
<PAGE>
RJI, INC. (FORMERLY TALK STOCK WITH ME, INC.)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1999
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
REVENUE RECOGNITION
The Company's contracts frequently call for a lump sum at the time the contract
is signed following by monthly billings for services rendered. The lump sum,
which is to be paid either in cash or common stock, is non-refundable.
Therefore, the cash or fair market value of the common stock is reflected in
income at the time the contract is signed. The contracts call for monthly
service fees to be paid at the beginning of each month with the first and last
month's fees due at the time the contract is signed. The unearned portion of
these fees is recorded as a liability.
MARKETABLE SECURITIES
Common stock received by the Company for services is usually freely traded stock
and is recorded at its fair market value on the date the contract is signed. All
of the Company's marketable securities are categorized as available-for-sale
securities, as defined by the Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity Securities." None of
the securities held have been included in cash equivalents.
These securities are stated at estimated fair value based upon market quotes.
Unrealized holding gains and losses for available-for-sale securities are
excluded from earnings and reported, net of tax, as a separate component of
stockholders' equity. Realized gains and losses for securities classified as
available-for-sale are reported in earnings when sold based upon the adjusted
cost of the specific security sold.
NOTE B - NOTE PAYABLE
The Company has an unsecured demand loan from Harvey Productions, Inc. , an
entity controlled by an individual related to the Company's sole stockholder,
which bears no interest. The amount of the advances due to Harvey Productions,
Inc. on August 31, 1999 was $30,614.
NOTE C- INCOME TAXES
The provision for income taxes at August 31, 1999 consists of the following:
Current:
Federal $ 118,233
State 33,947
----------
152,180
Deferred tax:
Federal $ 6,050
State 1,500
-----------
7,550
-----------
Total provision for income taxes $159,730
==========
The deferred tax liability is the result of differences in depreciation for tax
and financial statement presentation purposes.
The Company has deferred tax benefits of $22,834 ($18,334 federal income tax and
$4,500 state income tax) related to the unrealized gain on securities available
for sale.
<PAGE>
RJI, INC.
(FORMERLY TALK STOCK WITH ME, INC.)
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1999
NOTE D- MARKETABLE SECURITIES
The Company in exchange for services receives securities. The securities
received are recorded at fair market value and are classified as
available-for-sale. Securities classified as available-for-sale may be sold in
response to changes in interest rates, liquidity needs, and for other purposes.
The Company does not currently have any held-to-maturity or trading securities.
None of the securities held have been included in cash equivalents.
Unrealized holding gains and losses for available-for-sale securities are
excluded from earnings and reported net of tax as a separate component of
stockholder's equity. Realized gains and losses for securities classified as
available-for-sale are reported in earnings based upon the adjusted cost of the
specific security sold.
Marketable securities consisted of the following at August 31, 1999:
<TABLE>
<CAPTION>
Fair market value Fair market value Unrealized
on the date acquired on August 31, 1999 gain or (loss)
-------------------- ------------------ --------------
<S> <C> <C> <C>
Stocks held in brokerage accounts $ 86,987 $ 123,285 $ 36,298
Options held 0 6,000 6,000
Stocks held by Harvey Productions, Inc. 198,960 105,234 (93,726)
------- ------- --------
$ 285,744 $ 235,541 (51,428)
Deferred income tax benefit 22,834
------
$(28,594)
========
</TABLE>
NOTE E- SUBSEQUENT EVENT
On September 20, 1999 the Company completed a Stock Exchange Agreement with
eFinancial Depot.com (formerly Ballynagee Acquisition Corp.) a newly formed
non-operating Delaware corporation. Effective with the exchange, all previously
outstanding common stock owned by the stockholders of RJI, Inc. (Formerly Talk
Stock With Me, Inc.) were exchanged for an aggregate of 2,000,000 shares of
common stock of eFinancial Depot.com (formerly Ballynagee Acquisition Corp.)
<PAGE>
(b) Pro Forma Financial Information.
The required pro forma financial information is set forth below.
<TABLE>
<CAPTION>
eFINANCIAL DEPOT.COM, INC.
CONSOLIDATED PROFORMA UNAUDITED BALANCE SHEET
August 31, 1999
<S> <C> <C> <C> <C>
ASSETS eFinancial RJI, Inc. (Formerly Talk Proforma Proforma
Depot.Com, Inc Stock With Me, Inc.) Adjustments Consolidated
-------------- -------------------- ----------- ------------
Current Assets:
Cash and equivalents $ - $ 8,348 $ 8,348
Accounts receivable, net - 150,250 150,250
Marketable securities held by affiliates - 105,234 105,234
Marketable securities in brokerage accounts - 129,285 129,285
Accrued tax benefits - 22,834 22,834
---------- ----------- ---------
Total current assets - 415,951 415,951
Property and equipment (at cost):
Office furniture and equipment, net - 31,656 31,656
---------- ----------- ---------
$ - $ 447,607 $ 447,607
========== =========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
-
Current Liabilities: -
-
Accounts payable and accrued liabilities $ - $ 12,853 $ 12,853
Unearned revenues - 30,750 30,750
Income tax payable - 152,180 152,180
Notes payable - 30,614 30,614
---------- ----------- ---------
- 226,397 226,397
Long-term liabilities - deferred income tax expense - 7,550 7,550
-
Stockholders' equity: -
-
Preferred stock -
Common stock $ 500 $ 10 $ 2000(1) $ 2,500
(10)(1)
Additional paid-in capital 1,410 990 (990)(1) 241,664
240,254(1)
Retained earnings (1,910) 241,254 241,254(1) -
Net unrealized loss on marketable securities - (28,594) - (28,594)
---------- ----------- ---------
- 213,660 - 213,660
---------- ----------- ---------
$ - $ 447,607 $ - $ 447,607
========== =========== ======== =========
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
eFINANCIAL DEPOT.COM, INC.
CONSOLIDATED PROFORMA UNAUDITED STATEMENT OF OPERATIONS
AUGUST 31, 1999
<S> <C> <C> <C> <C>
eFinancial RJI, Inc.(Formerly Talk Proforma Proforma
Depot.Com, Inc. Stock With Me, Inc.) Adjustments Consolidated
--------------- -------------------- ----------- ------------
Revenues:
Fees $ - $ 890,132 $ 890,132
Operating expenses:
Salaries and wages 97,094 97,094
Provision for uncollectible fees 313,810 313,810
Computer consultants 64,522 64,522
General and administrative 42,389 42,389
----------- ----------
517,815 517,815
----------- ---------
Operating profit 372,317 372,317
Other income:
Realized gain on securities sales 28,667 28,667
----------- ---------
Net income before taxes 400,984 400,984
Provision for income taxes 159,730 159,730
------------ ---------
Net income (loss) $ - $ 241,254 $ 241,254
========= ============ =========
Earnings per common share 241.254 0.097
-
(basic and assuming dilution)
Weighted average shares outstanding 500,000 1,000 2,500,000
basic and diluted
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
eFINANCIAL DEPOT. COM, INC.
NOTES TO CONDENSED PRO FORMA UNAUDITED FINANCIAL STATEMENTS
AUGUST 31, 1999
The Pro Forma Unaudited Financial Statements have been prepared in order to
present consolidated financial position and results of operations of e.
Financial Depot.com, Inc. (formerly Ballynagee Acquisition Corp.) ("Company")
and RJI Ventures, Inc. (formerly RJI, Inc. (Formerly Talk Stock With Me, Inc.)
("RJI") as if the acquisition had occurred on October 1, 1998.
On September 20, 1999 RJI Ventures, Inc., formerly RJI, Inc. (Formerly Talk
Stock With Me, Inc.)("RJI") a Nevada Corporation completed a Stock Exchange
Agreement with the Company in a transaction accounted for using the purchase
method of accounting. The total purchase price and carrying value of net assets
acquired from the Company was $ 0. From the Company's inception in April, 1997,
until the date of the exchange, the Company was an inactive corporation with no
assets and liabilities. Subsequent to the exchange, the resulted merged
corporation was re-named e-Financial Depot.Com, Inc.("e-Financial or the
"Company").
Effective with the exchange, all previously outstanding common stock, preferred
stock, options and warrants owned by RJI stockholders were exchanged for an
aggregate of 2,000,000 shares of the Company's common stock. The value of the
stock that was issued was the historical cost of RJI's net tangible assets,
which did not differ materially from their fair value.
The following is a description of the pro forma adjustments that have been made
to the financial statements.
(1) To record the acquisition of RJI for stock. The significant components of
this transaction are:
Stock issued $ 242,254
Total consideration paid $ 242,254
- --------------------------------------------------------------------------------
<PAGE>
(c) Exhibits
None.
SIGNATURES
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.
Dated: December 6, 1999 eFINANCIAL DEPOT.COM, INC.
By: /s/ John Huguet
-----------------
John Huguet
President and Chief Executive Officer
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