UNITED STATES
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) August 18, 2000
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FUSION NETWORKS HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-23900 51-0393382
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification Number)
8115 N.W. 29th Street, Miami, Florida 33122
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(Address of principal executive offices)(Zip Code)
(305) 477-6701
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(Registrant's telephone number, including area code)
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(Former name and former address, if changed since last report)
<PAGE>
This Form 8-K/A is being filed to reflect the restatement of certain financial
statements of the Company included in an amended Form 10-Q for the period ended
June 30, 2000 and the resulting revisions to the pro forma financial statements
previously filed in connection with the sale by Fusion Networks Holdings, Inc.
of IDM Environmental Corp. as reflected on Form 8-K dated August 18, 2000.
Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information
Introduction to Pro Forma Financial Information..................4
Pro Forma Condensed Consolidated Balance Sheet at June 30,
2000.............................................................5
Pro Forma Condensed Consolidated Statement of Operations for the
six months ended June 30, 2000...................................6
Pro Forma Condensed Consolidated Statement of Operations for the
year ended December 31, 1999.....................................7
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
FUSION NETWORKS HOLDINGS, INC.
Dated: January 12, 2001
By: /s/ Gary Goldfarb
----------------------------
Gary Goldfarb
President
3
<PAGE>
INTRODUCTION TO PRO FORMA FINANCIAL INFORMATION
The pro forma condensed consolidated balance sheet of Fusion Networks Holdings,
Inc. as of June 30, 2000 reflects the financial position of the Company assuming
the disposition of IDM Environmental Corp. took place on June 30, 2000 and after
giving effect to that disposition.
The pro forma condensed consolidated statements of operations for the six months
ended June 30, 2000 and the fiscal year ended December 31, 1999 gives effect to
the disposition as if such disposition occurred on January 1, 1999 and are based
on the operations of the Company for the six months ended June 30, 2000 and the
fiscal year ended December 31, 1999. Nonrecurring charges or credits resulting
directly from the transaction such as asset write-downs, liability accruals and
severance have not been considered in these pro forma statements of operations.
The unaudited pro forma condensed consolidated financial statements have been
prepared by the Company based upon assumptions deemed proper by it. The
unaudited pro forma condensed consolidated financial statements presented herein
are shown for illustrative purposes only and are not necessarily indicative of
the future financial position or future results of operations of the Company, or
of the financial position or results of operations of the Company that would
have actually occurred had the transaction been in effect as of the date or for
the period presented.
The unaudited pro forma condensed consolidated financial statements should be
read in conjunction with the historical financial statements and related notes
of the Company.
4
<PAGE>
PRO FORMA FINANCIAL INFORMATION
FUSION NETWORKS HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AT JUNE 30, 2000
(Unaudited)
<TABLE>
Proforma
Historical Adjustments Proforma Results
------------ ------------- ----------------
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash $3,307,159 (134,909) (2) $3,172,250
Accounts receivable 4,034,981 (4,034,981) (2) 0
Notes Receivable 58,881 (2) 58,881
Other loans 174,820 2,890 (2) 177,710
Recoverable income taxes 650,242 (650,242) (2) 0
Prepaid expenses and other
current assets 2,320,461 (2,020,078) (2) 300,383
------------- ------------- ------------
Total Current Assets 10,487,663 (6,778,439) 3,709,224
------------- ------------- ------------
Goodwill, net of accumulated
amortization 0
Investments in and advances to
unconsolidated affiliates 929,266 (929,266) (2) 0
Investment in equity securities 6,657,000 6,657,000
Investment in affiliate at cost 1,853,125 (1,853,125) (2) 0
Property, plant and equipment, net 3,273,922 (1,618,436) (2) 1,655,486
Other assets 979,925 (979,925) (2) 0
------------- ------------- ------------
$24,180,901 $(12,159,191) $12,021,710
============= ============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liablities:
Current portion of long-term debt $12,819 $(12,819) (2) $ -
Accounts payable and accrued expenses 9,638,208 (9,128,701) (2) 509,507
Billings in excess of costs and estimated
earnings 1,130,597 (1,130,597) (2) 0
Due to officers 100,418 (100,418) (2) 0
------------- ------------- ------------
Total Current Liabilities 10,882,042 (10,372,535) 509,507
Long-Term Debt 4,015,810 (15,810) 4,000,000
------------- ------------- ------------
Total Liabilities 14,897,852 (10,388,345) 4,509,507
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Commitments and Contingencies
Stockholders' Equity:
Common stock, authorized 60,000,000 shares
$.00001 par value, issued and outstanding
37,036,226 at June 30, 2000 and 33,113,333 at
December 31, 1999. 370 370
Additional paid-in-capital 65,032,705 (9,209,817) (2) 55,822,888
Foreign currency translation 7,271 7,271
Retained earnings (36,914,297) 7,354,181 (1) (29,475,326)
1,405,637 (3)
(1,320,847) (2)
------------- ------------- ------------
Accumulated other comprehensive income (loss):
Foreign currency translation 7,271 7,271
Unrealized (loss) on equity securities (18,843,000) (18,843,000)
------------- ------------- ------------
Total Stockholders' Equity 9,283,049 (1,770,846) 7,512,203
------------- ------------- ------------
$24,180,901 $(12,159,191) $12,021,710
============= ============= ===========
</TABLE>
5
<PAGE>
PRO FORMA FINANCIAL INFORMATION
FUSION NETWORKS HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(Unaudited)
<TABLE>
Proforma Proforma
Historical Adjustments Results
---------------- ------------- ------------
<S> <C> <C> <C>
Contract Income $1,978,209 $(1,978,209)(3) $ -
Direct Job Costs 1,304,730 (1,304,730)(3) -
----------- ------------ -----------
Gross Profit (Loss) 673,479 (673,479) 0
----------- ------------ -----------
Costs and Expenses:
General and administrative
expenses 5,130,776 (1,888,689)(3) 3,242,087
Product development and
engineering 2,518,082 2,518,082
Sales and marketing 881,530 881,530
Write-down of Goodwill 7,354,181 (7,354,181)(1) -
Depreciation and amortization 214,396 (66,101)(3) 148,295
----------- ------------ -----------
16,098,965 (9,308,971) 6,789,994
----------- ------------ -----------
Loss from Operations (15,425,486) (8,635,492) (6,789,994)
Other Income (Expense):
Loss on disposal of property,
plant and equipment (74,382) 74,382(3) -
Loss on sale of subsidiary (1,320,847)(2) (1,320,847)
Miscellaneous income (expense) (72,740) - (72,740)
Interest income (expense) 32,280 49,944(3) 82,224
----------- ------------ -----------
(114,842) (1,196,521) (1,311,363)
Loss before Credit for Income Taxes (15,540,328) (7,438,971) (8,101,357)
Provision (Credit) for Income Taxes - - -
----------- ------------ -----------
Net Loss ($15,540,328) ($7,438,971) ($8,101,357)
=========== ============ ===========
Loss per Share:
Basic loss per share $(0.44) $(0.23)
=========== ===========
Diluted loss per share $(0.44) $(0.23)
=========== ===========
Basic common shares outstanding 35,074,780 35,074,780
Diluted common shares outstanding 35,074,780 35,074,780
</TABLE>
6
<PAGE>
PRO FORMA FINANCIAL INFORMATION
FUSION NETWORKS HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(Unaudited)
<TABLE>
Proforma Proforma
Historical Adjustments Results
---------------- ------------- ------------
<S> <C> <C> <C>
Contract Income - -
Direct Job Costs - -
-------------- ---------------
Gross Profit (Loss) 0 0
-------------- ---------------
Costs and Expenses:
General and administrative
expenses 386,742 386,742
Product development and
engineering 1,038,671 1,038,671
Sales and marketing 164,249 164,249
Consulting expenses 19,575,000 19,575,000
Merger Expenses 238,350 238,350
-------------- ---------------
21,403,012 21,403,012
-------------- ---------------
Loss from Operations (21,403,012) (21,403,012)
Other Income (Expense):
Interest income (expense) 29,040 29,040
-------------- ---------------
29,040 29,040
Loss before Credit for Income Taxes (21,373,972) (21,373,972)
Provision (Credit) for Income Taxes - - -
-------------- ------------ ---------------
Net Loss ($21,373,972) ($21,373,972)
============== ===============
Loss per Share:
Basic loss per share $(0.64) $(0.64)
============== ===============
Diluted loss per share $(0.64) $(0.64)
Basic common shares outstanding 33,113,333 33,113,333
Diluted common shares outstanding 33,113,333 33,113,333
</TABLE>
See Notes to Pro Forma Consolidated Financial Data
7
<PAGE>
FUSION NETWORKS HOLDINGS, INC.
Notes to Pro Forma Consolidated Financial Statements
June 30, 2000
(1) To eliminate the write down of goodwill of $ 7,354,181 associated with the
merger if IDM. The write-down of the goodwill was recorded during the
quarter ended June 30, 2000 to reflect the sale of IDM to the principal
officers and directors of IDM the "purchasers".
(2) To record the sale of the net assets of IDM, the issuance of a note
receivable from the purchasers to the company of $ 58,881, and the
corresponding loss of ($ 1,320,847) associated with the sale.
(3) To eliminated the net loss of $1,405,637 of IDM from the date of
acquisition to June 30, 2000 included in the consolidated statement of
operations for the period ended June 30, 2000.
