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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
the ("EXCHANGE ACT")
Date of Report (date of earliest event reported): June 6, 2000
i2corp.com
(the "COMPANY")
(Exact Name of Registrant as Specified in its Charter)
Nevada 84-1423373
(State or Other Jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
5392 S. Eastern Avenue, Bldg. A-North
Las Vegas, Nevada 89119
(Address of Principal Executive Offices) (Zip Code)
(702) 564-2240
(Registrant's Telephone Number, Including Area Code)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As previously reported on Form 8-K filed February 14, 2000 (the "FORM
8-K"), pursuant to an Acquisition Agreement and Plan of Merger (the "MERGER
AGREEMENT"), the Company (formerly known as PCG Media, Inc.) acquired all the
outstanding capital stock of Home Gambling Network ("HGN"), a Nevada corporation
(the "ACQUISITION"). Pursuant to the Merger Agreement, HGN survived as a wholly
owned subsidiary of the Company. As disclosed in a definitive proxy statement
filed by the Company on January 28, 2000, HGN is a development stage company
that has not conducted any material operations. It is the intent of the Company
to license certain intellectual property that HGN owns or otherwise holds a
license to use, to provide a method to conduct online gaming activities from
remote locations. The financial statements of HGN relating to the acquisition
required to be filed in connection with the acquisition pursuant to Items 7(a)
and 7(b) of Form 8-K, are included herewith.
1
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
This Amendment to Current Report on Form 8-K of i2corp.com (the
"COMPANY") is being filed to disclose the audited balance sheet of Home Gambling
Network, Inc. as of December 31, 1999 and the related audited statements of cash
flows, development stage operations and deficit for each of the years in the two
year period ended December 31, 1999, 1998 and for the cumulative period from
August 2, 1995 through December 31, 1999, with accompanying notes, which are
attached as Exhibit 99.1.
(b) PRO FORMA FINANCIAL INFORMATION.
The following unaudited pro forma balance sheet as of December 31,
1999, which is attached as Exhibit 99.2, gives effect to the Merger described in
Item 2. The unaudited pro forma information is presented for illustrative
purposes only and may not be indicative of the results that would have been
obtained had the transaction actually occurred on the dates assumed, nor is it
necessarily indicative of the future consolidated results of operations.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger dated as of January 18, 2000
between PCG Media, Inc. and Home Gambling Network, Inc. (filed
as Exhibit 1.1 to the original Report on Form 8-K dated
February 8, 2000 and filed with the Commission on February 14,
2000 and hereby incorporated by reference).
2.2 Certificate of Merger between PCG Media, Inc. and Home
Gambling Network, Inc. (filed as Exhibit 1.2 to the original
Report on Form 8-K dated February 8, 2000 and filed with the
Commission on February 14, 2000 and hereby incorporated by
reference)
3.1 Amended and Restated Articles of Incorporation (filed as
Exhibit 1.3 to the original Report on Form 8-K dated February
8, 2000 and filed with the Commission on February 14, 2000 and
hereby incorporated by reference).
3.2 Revised Bylaws of i2corp.com (filed as Exhibit 2.5 to Form
10SB12G filed with the Commission on October 12, 1999 and
hereby incorporated by reference).
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99.1* The following audited financial statements of Home Gambling
Network, Inc.:
Independent Auditors' Report
Balance Sheet as of December 31, 1999
Statements of Development Stage Operations and Deficit for the
years ended December 31, 1999, 1998 and for the cumulative
period from August 2, 1995 through December 31, 1999
Statement of Cash Flows for the years ended December 31, 1999,
1998 and for the cumulative period from August 2, 1995 through
December 31, 1999,
99.2* The following pro forma financial information (unaudited) of
i2corp.com (formerly, PCG Media, Inc. and Home Gambling
Network, Inc.):
Balance Sheet as of December 31, 1999
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* - filed herewith
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 hereunto duly authorized.
Dated: June 6, 2000
i2corp.com
By: /s/ dee dee Molnick
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(Print name and title of signing officer)
dee dee Molnick, President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger dated as of January 18, 2000
between PCG Media, Inc. and Home Gambling Network, Inc. (filed
as Exhibit 1.1 to the original Report on Form 8-K dated
February 8, 2000 and filed with the Commission on February 14,
2000 and hereby incorporated by reference).
2.2 Certificate of Merger between PCG Media, Inc. and Home
Gambling Network, Inc. (filed as Exhibit 1.2 to the original
Report on Form 8-K dated February 8, 2000 and filed with the
Commission on February 14, 2000 and hereby incorporated by
reference)
3.1 Amended and Restated Articles of Incorporation (filed as
Exhibit 1.3 to the original Report on Form 8-K dated February
8, 2000 and filed with the Commission on February 14, 2000 and
hereby incorporated by reference).
3.2 Revised Bylaws of i2corp.com (filed as Exhibit 2.5 to Form
10SB12G filed with the Commission on October 12, 1999 and
hereby incorporated by reference).
99.1* The following audited financial statements of Home Gambling
Network, Inc.:
Independent Auditors' Report
Balance Sheet as of December 31, 1999
Statements of Development Stage Operations and Deficit for the
years ended December 31, 1999, 1998 and for the cumulative
period from August 2, 1995 through December 31, 1999
Statement of Cash Flows for the years ended December 31, 1999,
1998 and for the cumulative period from August 2, 1995 through
December 31, 1999,
99.2* The following pro forma financial information (unaudited) of
i2corp.com (formerly, PCG Media, Inc. and Home Gambling
Network, Inc.):
Balance Sheet as of December 31, 1999
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* - filed herewith
