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United States
Securities and Exchange Commission
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 28, 2000
2-INFINITY.COM, INC.
(Exact name of registrant as specified in its charter)
Colorado
(State or other jurisdiction of incorporation)
000-27821 58-2230297
(Commission File Number) (IRS Employer Identification No.)
4828 Loop Central Drive, Suite 150, Houston, Texas 77081
(Address of principal executive offices) (Zip Code)
(713) 838-8853
Registrant's telephone number, including area code
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 28, 2000, 2-Infinity.com, Inc. ("the Company") completed the
acquisition of all of the outstanding capital stock of Maximum Return &
Development, Inc., a Pennsylvania corporation ("Maximum Return"), from
Stephen Holcomb, Firas Kadhum, Ron Marosko, Alex Gonzalez, Laurie
Schanbacher, Grant Schanbacher and Kevin Dwyer (collectively, the "Sellers").
Maximum Return is a Cisco solution hardware provider that supports
organizations with global wide area networks. Maximum Return's existing
client base includes Baker Hughes, Sterling Capital and Health Help.
In return for the outstanding capital stock of Maximum Return, the
Sellers received a total of 900,000 shares of the common stock, no par value
(the "Common Stock"), of the Company. Immediately following the closing of
the transaction, the Sellers were required to place 200,000 shares of the
Common Stock in escrow. Under the terms of the Escrow Agreement, the Company
has until August 31, 2000 to make a claim for the return of a portion of the
escrowed shares. The Company can only make a claim for the return of a
portion of the escrowed shares if Maximum Return's assets did not exceed its
liabilities (the "Net Asset Amount") by $47,500 as of May 31, 2000. If the
Company successfully asserts a claim, the Company will be entitled to receive
the number of escrowed shares equal to two multiplied by the difference
between the Net Asset Amount and $50,000. If the Company does not
successfully assert a claim, the escrowed shares will be distributed to the
Sellers on August 31, 2000. At this time, the Company does not anticipate
that a claim will be asserted for the return of any portion of the escrowed
shares.
There are no material relationships between the Sellers and the
Company, the Company's affiliates, directors, or officers, or any associate
of the Company's directors or officers.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
No financial statements are required to be filed in relation to the
Company's acquisition of Maximum Return.
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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.
Date: July 11, 2000 2-INFINITY.COM, INC.
By /s/ Kelly Nispel
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Kelly Nispel, Chief Financial Officer
