SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF
THE SECURITIES EXCHANGE ACT OF 1934
INFOCAST CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Nevada 84-1460887
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1 Richmond Street West, Suite 902, Toronto, Ontario M5H3W4
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (416) 867-1681
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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NONE NONE
Securities to be registered under Section 12(g) of the Act:
Common Stock, $0.001 par value
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(Title of class)
<PAGE>
EXPLANATORY NOTE
This Amendment is being filed solely to file revised and updated
Exhibit 27 Financial Data Schedules that include (i) corrected information for
the preferred and common stock as at and for the three months ended March 31,
1999 and (ii) information as at and for the three months ended June 30, 1999.
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<PAGE>
ITEM 15 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
InfoCast Corporation Consolidated Financial Statements as of
and for the three months ended March 31, 1999, the
year ended December 31, 1998 and the period from July
29, 1997 (inception) to December 31, 1997.
InfoCast Corporation Consolidated Financial Statements as of
and for the three months ended June 30, 1999
(unaudited).
Homebase Work Solutions Ltd. Financial Statements as of and
for the three months ended March 31, 1999 and the
year ended December 31, 1998.
Applied Courseware Technology Inc. Financial Statements as of
and for the year ended August 31, 1998 and 1997.
Applied Courseware Technology Inc. Interim Financial
Statements as of and for the ten months ended June
30, 1999 (unaudited).
InfoCast Corporation Pro-Forma Consolidated Financial
Statements as of and for the three months ended June
30, 1999.
(b) Exhibits
3.1 Articles of Incorporation, as amended, of the
Company.
3.2 Amended and Restated By-laws of the Company.
4.1 Specimen Certificate of the Company's Common Stock.
4.2 Form of 1998 Stock Option Plan ("1998 Plan").
4.3 Form of Option Grant Letter under 1998 Plan.
4.4 Form of 1999 Stock Option Plan ("1999 Plan").
4.5 Form of Option Grant Letter under 1999 Plan.
4.6 Option Agreement dated June 1, 1999, by and between
the Company and James William Leech.
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<PAGE>
4.7 Warrant to Purchase 50,000 shares of Common Stock
dated June 24, 1999, issued to Thomson Kernaghan and
Co. Ltd.
4.8 Warrant to Purchase 20,000 shares of Common Stock
dated June 24, 1999, issued to Thomson Kernaghan and
Co. Ltd.
4.9 Warrant to Purchase 25,000 shares of Common Stock
dated May 31, 1999 issued to the Poretz Group.
4.10 Provisions Attaching to Common Shares of InfoCast
Canada Corporation.
4.11 Exchange Agreement dated as of May 13, 1999 by and
among the Company, InfoCast Canada Corporation,
HomeBase Work Solutions Ltd. and the Shareholders.
4.12 Support Agreement dated as of May 13, 1999 by and
among the Company, InfoCast Canada Corporation,
HomeBase Work Solutions Ltd., and the
Shareholders.
10.1 Letter Agreement dated March 17, 1999, from the
Company to Sandy Walsh.
10.2 Employment to Agreement dated August 5, 1999, by and
between the Company and James William Leech.
10.3 Consulting Agreement dated December 1, 1998, by and
between the Company and Three Hundred & Sixty
Degrees, Inc.
10.4 Consulting Agreement dated March 22, 1999, by and
between the Company and Thomson Kernaghan & Co. Ltd.
10.5 Consulting Agreement dated April 15, 1999, by and
between the Company and Michael Baybak and Company,
Inc.
10.6 Letter Agreement dated June 15, 1999, by and between
the Company and Lasso Communications Inc.
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<PAGE>
10.7 Advertising Services Agreement dated July 1, 1999, by
and between the Company and Lasso Communications Inc.
10.8 Release dated July 14, 1999, by and among the
Company, Lasso Communications Inc., James Hines and
Michael Gruber.
10.9 Memorandum of Understanding dated June 7, 1999, by
and between the Company and Willow CSN.
10.10 Summary of Terms and Conditions dated April 21, 1999,
by and between the Company and CosmoCom, Inc.
10.11 Agreement of Purchase and Sale dated as of November
17, 1998, by and between Advanced Systems Computer
Consultants, Inc. and Cheltenham Technologies
(Bermuda) Corporation.
10.12 Asset Sale Agreement dated as of November 23, 1998,
by and between Grant Reserve Corporation and Cherokee
Mining Company.
10.13 Pledge Agreement dated as of November 25, 1998, by
and between Grant Reserve Corporation and Cherokee
Mining Company.
10.14 Agreement dated as of May 18, 1999, by and between
the Company and Call Center Learning Solutions, Inc.
10.15 Distribution Agreement dated as of March 12, 1999, by
and between the Company and ITC Learning Corporation.
10.16 License Agreement dated June 29, 1999, by and between
the Company and ITC Learning Corporation.
10.17 Letter Agreement dated March 24, 1999, by and between
the Company and Applied Courseware Technology, Inc.
10.18 General Security Agreement dated March 25, 1999, by
and between InfoCast Canada Corporation and Applied
Courseware Technology, Inc.
10.19 Memorandum of Understanding dated August 28, 1998, by
and between Home Base Work Solutions Ltd. and Shaw
Fiberlink Ltd.
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<PAGE>
10.20 Licensing and Distribution Agreement dated March 7,
1999, by and between Homebase Work Solutions Ltd. and
Facet Decision Systems, Inc.
10.21 Licensing and Distribution Agreement dated March 30,
1999, by and between Homebase Work Solutions Ltd. and
Facet Petroleum Solutions, Inc.
10.22 Share Purchase Agreement dated as of May 13, 1999, by
and among the Company, InfoCast Canada Corporation,
HomeBase Work Solutions Ltd. and the Shareholders
named therein.
10.23 General Security Agreement dated March 25, 1999, by
and between InfoCast Canada Corporation and HomeBase
Work Solutions, Ltd.
10.24 Letter Agreement dated May 1999 (date unspecified),
by and among the Company and Darcy Galvon, Ken
MacLean and Sean Fleming.
10.25 Master Lease Agreement dated June 25, 1998, by and
between HomeBase Work Solutions, Ltd. and Sun
Microsystems.
10.26 Memorandum of Agreement dated July 31, 1997, by and
between Virtual Performance Systems Inc.
10.27 Letter Agreement dated November 27, 1998, by and
among Grant Reserve Corporation, Sheridan Reserve
Corporation and Virtual Performance Systems Inc.
10.28 Share Purchase Agreement dated as of January 29,
1999, by and among InfoCast Canada Limited, Virtual
Performance Systems Inc. and the Selling Shareholders
named therein.
10.29 Letter Agreement dated May 18, 1999, by and between
the Company and Satish Kumeta.
16.1 Letter from Jackson & Rhodes, P.C. relating to change
of accountants, dated September 3, 1999.
21.1 List of Subsidiaries.
23.1 Consents of Ernst & Young LLP, independent public
accountants.
23.2 Consents of Boudreau Porter Hetu, independent public
accountants
*27.1.1 Financial Data Schedule.
*27.1 Financial Data Schedule.
27.2 Financial Data Schedule.
27.3 Financial Data Schedule.
27.4 Financial Data Schedule.
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* Filed herewith.
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<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant has duly caused this Amendment to this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
September 17, 1999 INFOCAST CORPORATION
By: /s/ A. Thomas Griffis
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A. Thomas Griffis
Co-Chairman of the Board
By: /s/ Darcy Galvon
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Darcy Galvon
Co-Chairman of the Board
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Infocast
Consolidated Financial Statements as of June 30, 1999 and is qualified in its
entirety by reference to such Consolidated Financial Statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,493,205
<SECURITIES> 0
<RECEIVABLES> 211,373
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 586,968
<PP&E> 258,897
<DEPRECIATION> (19,700)
<TOTAL-ASSETS> 28,936,817
<CURRENT-LIABILITIES> 2,375,898
<BONDS> 0
<COMMON> 20,492
0
0
<OTHER-SE> 19,841,032
<TOTAL-LIABILITY-AND-EQUITY> 28,936,817
<SALES> 0
<TOTAL-REVENUES> 23,157
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,151,954
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (9,128,797)
<INCOME-TAX> (198,605)
<INCOME-CONTINUING> (8,930,192)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,930,192)
<EPS-BASIC> (0.45)
<EPS-DILUTED> (0.45)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Infocast
Consolidated Financial Statements as of March 31, 1999 and is qualified in its
entirety by reference to such Consolidated Financial Statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 3,092,445
<SECURITIES> 0
<RECEIVABLES> 258,244
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 21,404
<PP&E> 117,098
<DEPRECIATION> (9,706)
<TOTAL-ASSETS> 4,025,076
<CURRENT-LIABILITIES> 531,964
<BONDS> 0
<COMMON> 16,672
0
0
<OTHER-SE> 3,476,440
<TOTAL-LIABILITY-AND-EQUITY> 4,025,076
<SALES> 0
<TOTAL-REVENUES> 4,478
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,064,837
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,562
<INCOME-PRETAX> (3,083,921)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,083,921)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,083,921)
<EPS-BASIC> (.27)
<EPS-DILUTED> (.27)
</TABLE>
