SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
JANUARY 25, 2000
Date of Report
(Date of Earliest Event Reported)
INTECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-28437 95-4702570
--------------- ----------- --------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
321 NORTH MALL DRIVE, SUITE K-102, ST. GEORGE, UT 84790
(Address of principal executive offices)
(435) 656-3677
(Registrant's telephone number)
JETCO, INC.
860 VIA DE LA PAZ, SUITE E-1, PACIFIC PALISADES, CA 90272
(Former name and former address)
<PAGE>
InTechnologies, Inc. hereby amends the following items, financial statements,
exhibits, or other portions of its Current Report on Form 8-K, originally filed
with the Securities and Exchange Commission on February 9, 2000 (the "Form 8-K")
as set forth in the pages attached hereto:
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
The audited financial statements of Registrant as of January 31, 2000,
which statements include the operations of Ameristar Corp., are filed as Exhibit
99.2 and incorporated herein by reference.
(b) Pro forma Financial Information.
Not applicable.
(c) Exhibits.
There is attached hereto the following exhibits:
Exhibit
No. Description
- ------- -----------
99.2 The following financial statements of InTechnologies, Inc., together
with the report by Weinberg & Company, P.A., independent auditors, for
the periods stated therein:
Balance Sheet as of January 31, 2000
Statements of Operations for the month ended January 31, 2000 and
for the period from September 24, 1999 (Inception) to January 31,
2000
Statement of Changes in Stockholders' Deficiency for the period
from September 24, 1999 (inception) to January 31, 2000
Statements of Cash Flows for the month ended January 31, 2000 and
the period from September 24, 1999 (inception) to January 31,
2000
Notes to Financial Statements as of January 31, 2000.
2
<PAGE>
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.
InTechnologies, Inc.
By /s/ William M. Noe
-------------------
President
Amendment No. 1
Date: May 24, 2000
3
<PAGE>
EXHIBIT INDEX
99.2 The following financial statements of InTechnologies, Inc., together
with the report by Weinberg & Company, P.A., independent auditors, for
the periods stated therein:
Balance Sheet as of January 31, 2000
Statements of Operations for the month ended January 31, 2000 and
the the period from September 24, 1999 (Inception) to January 31,
2000
Statement of Changes in Stockholders' Deficiency for the period
from September 24, 1999 (inception) to January 31, 2000l
Statements of Cash Flows for the month ended January 31, 2000 and
the period from September 24, 1999 (inception) to January 31,
2000
Notes to Financial Statements as of January 31, 2000.
4
EXHIBIT 99.2
INTECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF JANUARY 31, 2000
CONTENTS
PAGE 1 INDEPENDENT AUDITORS' REPORT
PAGE 2 BALANCE SHEET AS OF JANUARY 31, 2000
PAGE 3 STATEMENT OF OPERATIONS FOR THE MONTH ENDED
JANUARY 31, 2000 AND FOR THE PERIOD FROM
SEPTEMBER 24, 1999 (INCEPTION) TO JANUARY 31, 2000
PAGE 4 STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM SEPTEMBER 24, 1999
(INCEPTION) TO JANUARY 31, 2000
PAGE 5 STATEMENT OF CASH FLOWS FOR THE MONTH ENDED
JANUARY 31, 2000 AND FOR PERIOD FROM SEPTEMBER
24, 1999 (INCEPTION) TO JANUARY 31, 2000
PAGES 6 - 9 NOTES TO FINANCIAL STATEMENTS
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Intechnologies, Inc.
We have audited the accompanying balance sheet of Intechnologies, Inc. (a
development stage company) as of January 31, 2000 and the related statements of
operations, changes in stockholders' deficiency and cash flows for the month
ended January 31, 2000 and for the period from September 24, 1999 (inception) to
January 31, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on 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 that 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 Intechnologies, Inc. (a development
stage company) as of January 31, 2000, and the results of its operations and its
cash flows for the month ended January 31, 2000 and for the period from
September 24, 1999 (inception) to January 31, 2000, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company is a development stage company, without
operations, and has incurred an operating loss of $80,048 and has a working
capital deficiency and stockholders' deficiency of $87,230. These factors raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also discussed in Note 6. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
May 15, 2000
1
<PAGE>
INTECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JANUARY 31, 2000
ASSETS
CURRENT ASSETS
Cash $ 15
-------------
TOTAL ASSETS $ 15
- ------------
=============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Consulting fees payable $ 80,000
Loan payable - stockholder 7,245
-------------
Total Liabilities 87,245
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, 8,000,000 shares
authorized, none
issued and outstanding -
Common stock, $0.001 par value, 100,000,000 shares
authorized, 17,000,000 issued and outstanding 17,000
Common stock subscribed (8,000,000 shares) 8,000
Additional paid-in capital 64,967,818
Accumulated deficit during development stage (80,048)
-------------
64,912,770
Less subscriptions receivable (65,000,000)
-------------
TOTAL STOCKHOLDERS' DEFICIENCY (87,230)
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 15
- ----------------------------------------------
=============
See accompanying notes to financial statements
2
<PAGE>
INTECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Cumulative
from September
24, 1999
(Inception) To
Month ended January 31,
January 31, 2000 2000
--------------- --------------
REVENUES $ - $ -
--------------- --------------
EXPENSES
Loan guarantee expense 48 48
Consulting fees 80,000 80,000
--------------- --------------
NET LOSS $ (80,048) $ (80,048)
- --------
=============== ==============
Net loss per share
- basic and diluted $ (0.01) $ (0.01)
=============== ==============
Weighted average number of shares
outstanding during the period
- basic and diluted 16,708,333 6,740,384
=============== ==============
See accompanying notes to financial statements
3
<PAGE>
<TABLE>
<CAPTION>
INTECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM SEPTEMBER 24, 1999 (INCEPTION) TO JANUARY 31, 2000
Deficit
Accumulated
Common Stock Additional During
Common Stock Subscribed Paid-In Development Subscriptions
Shares Amount Shares Amount Capital Stage Receivable Total
------------ -------- ---------- -------- ----------- ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Common stock issued for
cash to founders 3,750,000 $ 3,750 - $ - $ (3,735) $ - $ - $ 15
Common stock issued as
subscriptions - - 8,000,000 8,000 64,992,000 - (65,000,000) -
Common stock issued as
loan
fee 12,000,000 12,000 - - (11,952) - - 48
Recapitalization 1,250,000 1,250 - - (8,495) - - (7,245)
Net loss for the month
ended
January 31, 2000 - - - - - (80,048) - (80,048)
------------ -------- ----------- -------- ----------- ------------ ------------ ---------
BALANCE, JANUARY 31,
- --------------------
2000 17,000,000 $ 17,000 8,000,000 $ 8,000 $ 64,967,818 $ (80,048) $(65,000,000) $ (87,230)
----
============ ======== =========== ======== =========== ============ ============ =========
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
INTECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Cumulative from
September 24,
1999
Month ended (Inception) to
January 31, 2000 January 31, 2000
---------------- ----------------
Cash flows from operating activities
Net loss $ (80,048) $ (80,048)
Non-cash loan fee 48 48
Increase in consulting fee payable 80,000 80,000
---------------- ----------------
Net cash provided by (used in)
operating activities - -
---------------- ----------------
Cash flows from financing activities
Proceeds from issuance of common
stock 15 15
---------------- ----------------
Net cash provided by financing
activities 15 15
---------------- ----------------
Net increase in cash 15 15
Cash and cash equivalents - Beginning
of period - -
---------------- ----------------
Cash and cash equivalents - end of
period $ 15 $ 15
------
================ ================
See accompanying notes to financial statements
5
<PAGE>
INTECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JANUARY 31, 2000
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Organization and Description of Business
Intechnologies, Inc., formerly known as Ameristar Corp., (a
development stage company) (the "Company") was incorporated in the
State of Delaware on September 24, 1999 to acquire interests in
businesses that develop and distribute information technology
products and services to the Federal, State, and Local Governments
and industrial firms in North America.
Ameristar Corp., whose fiscal year end is December 31, was inactive
until January 2000 when it issued its founders stock and merged into
a public shell (see below).
At January 31, 2000, the Company had not yet commenced business
operations, and all activity to date relates to the Company's
formation and fund raising.
On January 25, 2000, Ameristar Corp. was merged into Jetco Inc.
("Jetco") an inactive shell, incorporated in Delaware on April
27, 1998 and reporting to the Securities and Exchange Commission
under the Securities Act of 1934, as amended. The stockholders
of Ameristar Corp. received 23,750,000 common shares of Jetco in
exchange for 100% of the issued and outstanding shares of
Ameristar Corp., resulting in a 95% ownership of Jetco. The
transaction was accounted for as a recapitalization of the
Company. The accompanying financial statements include the
operations of the Ameristar Corp. since inception and operations
of Jetco from the merger date.
The name of Jetco was changed to Intechnologies, Inc.
(B) Use of Estimates
In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ
from those estimates.
6
<PAGE>
INTECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JANUARY 31, 2000
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(C) Cash and Cash Equivalents
For purposes of the cash flow statements, the Company considers all
highly liquid investments with original maturities of three months
or less at time of purchase to be cash equivalents.
(D) Income Taxes
The Company accounts for income taxes under the Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 109.
"Accounting for Income Taxes" ("Statement No.109"). Under Statement
No. 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences
are expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the
enactment date. There was no current income tax expense due to the
Company's operating losses. The deferred tax asset of approximately
$12,000 arising from the Company's net operating loss carryforward
of approximately $80,000 at January 31, 2000 has been fully offset
by a valuation allowance.
(E) Earnings Per Share
Net loss per common share for the period from September 24, 1999
(inception) to January 31, 2000 is computed based upon the weighted
average common shares outstanding as defined by Financial Accounting
Standards No. 128 "Earnings Per Share". There were no common stock
equivalents outstanding at January 31, 2000.
NOTE 2 CONSULTING FEE
In January 2000, the Company entered into an agreement whereby a
Consultant will provide services related to the Company becoming a
publicly held reporting and trading company. Payment is to be
$240,000, payable $20,000 monthly beginning February 2000. However,
one-third of the services were completed as of January 31, 2000, and
therefore, the Company has recognized $80,000 as consulting expense
and a related liability as of that date.
7
<PAGE>
INTECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JANUARY 31, 2000
NOTE 3 LOAN PAYABLE - STOCKHOLDER
The loan to stockholder is a non-interest-bearing demand loan
payable arising from funds advanced to the Company.
NOTE 4 SUBSCRIPTION AND LOAN AGREEMENT
In January 2000, the Company entered into a Subscription Agreement
and Loan Agreement (the "Agreements") with an investor.
The concept of the Agreements is to acquire permanent capital of
$65,000,000. The permanent capital is to be utilized to make
targeted acquisitions to be identified in the future. The Loan
Agreement is in the form of a series of "traunches" wherein the
invested money takes the form of a note payable, with an automatic
conversion feature based upon the stock achieving a trading price of
at least $5 per share at an average volume of at least 15,000 shares
per day for 20 business days.
As stipulated in the Loan Agreement, the funding takes places in two
parts with an initial funding of $35,000,000, and a Second Funding
of $30,000,000. The Initial Funding is broken into four traunches as
follows:
The first traunch $ 3,500,000
The second traunch $10,500,000
The third traunch $10,500,000
The fourth traunch $10,500,000
The Second Funding is in three traunches each in the amount of
$10,000,000. The seven traunches described above are secured while
they are in Note form by seven notes which have been designated
series A through G and delivered to a custodial account. Each Note
bears interest at 6% and is for a term of one year. Upon the funding
of the initial traunch, the series A Note will be provided by the
custodial agent to the lender. However, the first traunch does not
have to be funded until (i) the stock has achieved a trading price
of at least $5 per share at an average volume of at least 15,000
shares per day for 20 business days, or (ii) three of the targets
are ready to close with a cash requirement equivalent to the initial
funding, and all other activities necessary for closing of the
acquisitions have been met. After the initial funding, the Lender
does not have to provide any of the further traunches (which, when
made, would be secured by the Notes) if the trading price minimum
has not been met.
8
<PAGE>
INTECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JANUARY 31, 2000
NOTE 4 SUBSCRIPTION AND LOAN AGREEMENT (Continued)
Pursuant to the Subscription Agreement, the Company deposited
8,000,000 shares of its common stock into a custodial account. The
first 5,000,000 shares of stock included in the Subscription
Agreement have a purchase price of $7 per share, and the remaining
3,000,000 shares have a purchase price of $10 per share. The stock
will be paid for by a surrender of the Series Notes issued as part
of the Loan Agreement, and will be included in any Registration
Statement filed with the Securities and Exchange Commission, when
such Registration Statement is filed. At the time the lender has
funded $14,000,000 of the loan, the lender has the right to
transfer, alienate, hypothecate, or encumber all or any portion of
the stock, and at that point, assuming no element of default, the
Company can repurchase the shares at $14 per share.
The Company has entered into negotiations with potential target
companies, and therefore, the 8,000,000 shares have been reflected
in the accompanying financial statements as common stock subscribed
with an offsetting subscriptions receivable.
NOTE 5 RELATED PARTIES
The Chairman and Chief Executive Officer of the Company is also the
Chief Executive Officer and Chairman of Ameristar Network, Inc., a
48% stockholder of the company. Ameristar Network, Inc. received
12,000,000 common shares as a fee for arranging the subscription and
loan agreement discussed in Note 4. The shares were valued at a
nominal amount equivalent to the shares recently issued to the
founders and charged to operations as a loan fee.
NOTE 6 GOING CONCERN
As reflected in the accompanying financial statements, the Company
had a net loss of $80,048, and has a working capital deficiency and
stockholders' deficiency of $87,230 and has not generated any
revenues since it does not yet have an operating business. The
ability of the Company to continue as a going concern is dependent
on the Company's ability to raise additional capital and implement
its business plan. The financial statements do not include any
adjustments that might be necessary if the Company is unable to
continue as a going concern.
The Company intends to become quoted in the OTCBB and has begun
negotiations with target acquisitions in order to meet the
requirements discussed in Note 4 to receive funding. Management
believes that actions presently being taken provide the opportunity
for the Company to continue as a going concern.
9
