<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 3, 2000
---------------
INID Corp.
----------
(Exact name of registrant as specified in its charter)
Wyoming 000-28531 86-0970015
------- --------- ----------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
INID Corp.
----------
2480 West Ruthrauff Road,
-------------------------
Tucson, Arizona 85705
---------------------
Suite 140 N
-----------
(Address of principal executive offices)
(Zip Code)
(520) 407-1060
--------------
(Registrant's telephone number, including area code)
Blackjack Financial, Inc.
-------------------------
10130 E. Winding Trail
----------------------
Tucson, Arizona 85749
---------------------
(former name and former address)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to a Plan of Merger dated October 3, 2000, the
shareholders of Blackjack Financial, Inc., a Wyoming corporation ("Blackjack"),
acquired all of the issued and outstanding capital stock of INeedItDone.com,
Inc. ("INeedItDone.com") in a reverse merger share exchange for an aggregate of
445,000 shares of Blackjack's newly issued common stock, par value $0.001 per
share (the "Share Exchange"), resulting in a change of control of Blackjack.
Pursuant to the plan, Blackjack's sole officer and director resigned and was
replaced by new management as set forth below. As a result of the Share
Exchange, 100% of the outstanding capital stock of INeedItDone.com is owned by
the shareholders of Blackjack and INeedItDone.com, Inc. exists as a wholly owned
subsidiary. Concurrent with the Merger, Blackjack changed its name to INID Corp.
("INID") and elected a new board of directors. Prior to the Share Exchange,
Blackjack had 1,000,000 shares of common stock issued and outstanding. In
connection with the transaction, share certificates representing Daniel L.
Hodges' 800,000 common shares of Blackjack were returned to treasury and
cancelled. Following the Share Exchange, INID (formerly Blackjack) has 645,000
shares of common stock issued and outstanding. A copy of the Plan is filed as an
exhibit to this Form 8-K and is incorporated in its entirety herein. The
foregoing description is modified by such reference.
(b) The following table contains information regarding the
shareholdings of the INID's current directors and executive officers and those
persons or entities who beneficially own more than 5% of the company's common
stock based on 645,000 shares issued and outstanding after the Share Exchange.
Amount of Common Stock Beneficially Owned Percent of Common Stock
------------------------------------------ ------------------------
(Directors and Officers) Beneficially Owned
------------------
David L. Perin 15.5%
David S. Whittaker 15.5%
Arthur G. Cleaver, III 15.5%
Scot C. Stedman 15.5%
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) The consideration provided by the parties pursuant to the Plan of
Merger was negotiated between Mr. Hodges, and Mr. Perin. In evaluating the Share
Exchange transaction, Mr. Hodges considered criteria such as the value of the
assets of INeedItDone.com, INeedItDone.com's ability to compete in its markets
and the current and anticipated business operations of INeedItDone.com.
INeedItDone.com considered the value of Blackjack's status as a publicly
reporting company and its ability to succeed to the reporting status of
Blackjack.
2
<PAGE>
BUSINESS
INeedItDone.com, the acquired company, was incorporated in Arizona on February
7, 2000. INID, the current company, seeks to place an individual or business
requiring a particular service in contact with another person or business able
to provide that service. This is accomplished through a number of means.
For the individual or business requiring services rendered on their behalf, the
following options are available: posting advertisements detailing the services
required, viewing posted advertisements from other individuals or businesses
that specialize in required services, receiving lists of potential bidders which
display costs and customer feedback, and completing customer satisfaction
surveys which rate the service provider's services.
For the individual or business providing the services for the requesting party,
the following options are available: posting advertisements detailing the type
of work the can provide (including pictures, links, etc...), searching the job
advertisements database in their specialty and bidding on desired jobs in
desired locales, completing customer satisfaction surveys which rate the
business or individual requesting the service.
INID also offers targeted advertising. Targeted advertising allows contractors
and suppliers to purchase advertising banners. These banners are targeted
specifically to the areas of interest of the user requesting or providing a
particular service. Consequently, targeted advertising presents the provider or
requester with advertisements pertaining directly to their type of work or
service. Advertisers may also include a hyperlink within the banner which, if
clicked, will direct the user to the advertiser's website.
Through the continued use of its website, INID intends to develop an extensive
database of user-based demographic information. This data consists of specific
information relating to types of jobs selected, costs of services provided,
locations chosen and supplies consumed. Such customized information may be
packaged and offered for sale.
However, because INID is concerned with the privacy of its customers, all users
will be assigned a user ID. This ID will be used for all correspondence between
potential requesters and service providers. E-mail addresses will only be
released to selected service providers at the time of bid selection and upon
approval of the requester. INID intends not sell or make public any private user
information (including names, addresses, or email addresses).
The current competitors for this particular market are: the various telephone
books, contractor referral agencies and certain similarly focused service
websites. Unlike its competitors, INID provides more focused access to the
service provider community. Whereas contractor supply companies typically rely
on mailings or trade publications for their primary advertising outlets, INID
will focus all of the attention of participating contractors to one place- its
website. INID provides small contractors and service providers with the ability
to reach large, regional audiences for a nominal fee.
3
<PAGE>
EMPLOYEES
INID currently has 4 full-time employees.
RISK FACTORS
AN INVESTMENT IN OUR STOCK INVOLVES A HIGH DEGREE OF RISK.
The achievement of the business objectives is subject to a number of market and
other factors beyond INID's control, and the future prospects are speculative.
INID's stock should only be purchased by investors who understand the high level
of risk that a purchase of the stock entails and who are willing and able if
necessary to hold the stock for an extended period of time, or indefinitely, and
to risk the loss of their entire investment in the stock. If you are a suitable
investor for INID you should fully understand the following material risk
factors.
INID'S SERVICES MAY BECOME OBSOLETE.
The success depends on INID's ability to introduce new products and services
that are responsive to the demands of the marketplace for service providers and
service requesters. In addition, technological, product or service advances by
any one or more of our present or potential competitors could render INID's
products and services obsolete or less competitive.
THE COMPANY FACES INTENSE COMPETITION IN THE MARKET FOR INTERNET PRODUCTS AND
SERVICES.
The market for online service providers is extremely competitive and highly
fragmented. INID competes in the overall e-commerce market, as well as in those
market segments that correspond to the individual products and services. INID
expects competition to persist, increase and intensify in the future as markets
for the products and services continue to develop and as additional companies
enter each of our markets. INID is aware of numerous online services providers
that are focusing significant resources on developing and marketing products and
services that will compete with INID's products and services.
Many of INID's current and potential competitors in each of the markets have
longer operating histories and significantly greater financial, technical and
marketing resources and name recognition than we have. INID faces competition
from companies that have been offering similar services on the Internet longer
than we have.
INID DOES NOT HAVE AN ACTIVE TRADING MARKET.
INID's shares are not traded on any exchange or bulletin board and there is
currently no broadly followed established trading market for the company's
shares. INID cannot assure you that any such market will ever develop or be
maintained. The absence of an active trading market would reduce the liquidity
of an investment in the company's shares.
Any market price for INID's shares is likely to be very volatile, and numerous
factors beyond INID's control may have a significant adverse effect on prices.
4
<PAGE>
INID'S COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION.
INID's common stock is considered penny stock and is, therefore, subject to the
Securities Enforcement Remedies and Penny Stock Reform Act of 1990. Penny stock,
as defined by the Penny Stock Reform Act, is any equity security not traded on
an exchange or quoted on Nasdaq that has a market price of less than $5.00 per
share. This classification requires additional disclosure in connection with any
trades, including the delivery to purchasers, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock market and the
associated risks. The regulations applicable to penny stocks could severely
limit the market liquidity of the company's common stock and could limit your
ability to sell securities in the secondary market.
AN INVESTMENT IN INID'S COMMON STOCK MAY BE VERY ILLIQUID.
INID's shareholders could find that there is nobody willing to purchase their
shares when they want to sell, and it is possible that our shareholders could
lose their entire investment in our stock. The company has never paid cash
dividends on our capital stock and do not anticipate paying any cash dividends
for the foreseeable future.
FORWARD-LOOKING STATEMENTS.
If INID makes any forward-looking statements or assumptions concerning its
future business activities, revenues, profits or financial condition, or if INID
make any forward-looking statements concerning industry, the economy,
technological changes or the competition, you should recognize that predictions
and assumptions are subject to a great deal of uncertainty. Actual results could
differ materially from these predictions and assumptions, particularly given the
highly speculative nature of INID's business and that of other Internet-related
businesses in our industry. If INID's predictions prove to be too optimistic,
the value of the business could be adversely impacted and the shareholders will
probably lose money.
PROPERTY
INID's executive office and principal place of business is located in the
Ruthrauff Commerce Center located at 2480 West Ruthrauff Road, Suite 140N,
Tucson, Arizona 85705. INID leases this property from an unaffiliated person on
a month-to-month basis. INID entered this lease on June 7, 2000. Under the terms
of the lease, INID occupies an office (220 square feet) with secure entry, an
efficiency kitchen and conference room, for $490.00 per month.
As required by the terms of the company's lease, INID maintains a public
liability insurance policy in the amount of $1,000,000, for monthly premiums of
$29.50.
LITIGATION
There is no current or pending litigation against INID Corp. or it's officers.
5
<PAGE>
DESCRIPTION OF SECURITIES
The Company has an authorized capitalization of 100 million shares of common
stock, $.001 par value per share ("Common Stock").
COMMON STOCK
Following the Share Exchange, there were 645,000 shares of INID's
Common Stock issued and outstanding. Each shareholder of Common Stock, either in
person or by proxy, may cast one vote per share of Common Stock held on all
matters to be voted on. INID's articles do not provide for cumulative voting or
preemptive rights.
TRANSFER AGENT
The transfer agent for the INID's Common Stock is Holladay Stock
Transfer Company, located at 2939 North 67th Place, Scottsdale, Arizona 85251.
DIVIDEND; MARKET FOR THE COMPANY'S SECURITIES
During the last two years, no dividends have been paid on Blackjack's
stock and INID does not anticipate paying any cash dividends in the foreseeable
future.
6
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following persons are the current directors, executive officers and
significant employees:
NAME AGE POSITION
---- --- --------
David L. Perin 38 President & Chief Executive Officer
Arthur G. Cleaver, III 50 Secretary & Treasurer
David S. Whittaker 44 Vice President of Web Technology
Scot C. Stedman 35 Chief Operating Officer
Each director is elected to hold office until the next annual meeting of
stockholders and until his Successor is elected and qualified. All officers
serve at the discretion of the Board of Directors.
DAVID L. PERIN. Mr. Perin has served as the President and Chief
Executive Officer of INeedItDone.com since February, 2000. Since 1989, Mr. Perin
has served in the Arizona Air National Guard 162FW as a Training Device Manager
for 9 F-16 flight simulators assigned to his unit, and four flight simulators
assigned to other units. As a Training Device Manager, Mr. Perin's duties
include: problem solving for complex simulation issues, testing
simulation-related software, creating evaluation service programs for simulators
in the Air Force and designing spreadsheet programs for performance evaluations,
database audit systems and database critique systems.
DAVID S. WHITTAKER. Mr. Whittaker has served as INeedItDone.com, Inc.'s
Vice President of Web Technology since February, 2000. Since 1998, Mr. Whittaker
has served in the Arizona Air National Guard 162FW as a Training Device Manager
for F-16 flight simulators. As a Training Device Manager, Mr. Whittaker's duties
include: monitoring and maintaining an information database for training device
status and utilization, serving as the Group Local Area Network System
Administrator, and managing contractor logistics support contracts for a number
of flight simulators. From 1991 to 1998, Mr. Whittaker served in the Arizona Air
National Guard 162FW as an Avionics Intermediate Shop Technician. As an Avionics
Intermediate Shop Technician, Mr. Whittaker performed comprehensive scheduled
inspections, in-depth troubleshooting, detailed malfunction analysis and
resolved maintenance problems on F-16 avionics line replaceable units and
automated and manual test equipment.
ARTHUR G. CLEAVER, III. Mr. Cleaver has served as the Secretary &
Treasurer of INeedItDone.com, Inc. since February, 2000. Since 1995, Mr. Cleaver
has served in the Arizona Air National Guard 162FW as a program administrator.
He is currently the Employee Assistance Program Coordinator and his duties
include: directing programs to assist personnel in resolving work-related and
personal problems and maintaining working relationships with community-based
agencies providing human services. Prior to this Mr. Cleaver served as the
Executive Officer for the 162nd Support Group, functioning as Deputy Group
Commander and performing executive level administrative functions for the 162nd
Support Group. Also during that time, Mr. Cleaver served as Chief of Social
Actions, where he directed human relations and substance abuse programs for the
installation.
7
<PAGE>
>From 1994 to 1995, Mr. Cleaver served as an Enrollment Advisor for the
University of Phoenix. As the University's Enrollment Advisor, Mr. Cleaver
recruited and advised students pursuing their Master of Counseling, Master of
Arts in Education, and Bachelor and Master of Science in Nursing programs.
Additionally, Mr. Cleaver planned and conducted public relations and recruitment
programs.
Scot C. Stedman. Mr. Stedman has served as INeedItDone.com, Inc.'s
Chief Operating Officer since February 2000. Since 1984, Mr. Stedman has served
in the Arizona Air National Guard 162FW as a Contracting Specialist. As a
Contracting Specialist, Mr. Stedman is responsible for the procurement and
administration of all Automated Data Processing Equipment, construction
acquisition, and other acquisitions of high technical or economic value. Mr.
Stedman acts as a negotiator for contract arbitration and resolution.
EXECUTIVE COMPENSATION
INID has not paid, nor does it owe, any compensation to our executive officers
for the interim period ended August 31, 2000.
INID's by-laws authorize the Board of Directors to fix the compensation of
directors, to establish a set salary for each director and to reimburse the
director's expenses for attending each meeting of the Board of Directors. As of
the date of this Form 8-K, no salaries or other compensation have been paid to
any of our Board of Directors, individually or as a group.
RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND RELATED TRANSACTIONS
No member of the management, officers, or directors is or has a direct
or indirect interest in a material transaction or contract with INID.
INDEBTEDNESS OF MANAGEMENT
INID has not entered into any loans with its officers or directors.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Wyoming law authorizes a Wyoming corporation to indemnify its officers and
directors against claims or liabilities arising out of such person's conduct as
officers or directors if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
company. The Articles of Incorporation provide for indemnification of the
directors of the INID. In addition, INID's Bylaws provide for indemnification of
the directors, officers, employees or agents of the company. In general, these
provisions provide for indemnification in instances when such persons acted in
good faith and in a manner they reasonably believed to be in or not opposed to
the best interests of the Company.
8
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements are set forth below.
INEEDITDONE.COM, INC.
(A Development Stage Company)
-:-
INDEPENDENT AUDITOR'S REPORT
AUGUST 31, 2000
CONTENTS
Page
----
Independent Auditor's Report...........................................F - 1
Balance Sheets
August 31, 2000.......................................................F - 2
Statements of Operations for the period February 3, 2000
(inception) to August 31, 2000........................................F - 3
Statement of Stockholders' Equity
Since February 3, 2000 (inception) to August 31, 2000.................F - 4
Statements of Cash Flows for the period February 3, 2000
(inception) to August 31, 2000........................................F - 5
Notes to Financial Statements..........................................F - 6
<PAGE>
INDEPENDENT AUDITOR'S REPORT
INeedItDone.com, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of INeedItDone.com, Inc.
(a development stage company) as of August 31, 2000, and the related statements
of operations and cash flows and the statement of stockholders' equity from
February 3, 2000 (inception) to August 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 audits.
We conducted our audits 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 audits provide 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 INeedItDone.com,
Inc.(a development stage company) as of August 31, 2000, and the results of its
operations and its cash flows for the period February 3, 2000 (inception) to
August 31, 2000 in conformity with generally accepted accounting principles.
Respectfully submitted
/s/ Brent Davies
----------------------------
Certified Public Accountants
Salt Lake City, Utah
September 19, 2000
(except Note 6 for which the
date is October 3, 2000)
F-1
<PAGE>
INEEDITDONE.COM, INC.
---------------------
(A Development Stage Company)
-----------------------------
BALANCE SHEET
-------------
August 30,
----------
2000
----------
Assets:
Cash $ 52,796
----------
Fixed Assets
Software 26,317
Office Equipment & Computers 15,295
Less Accumulated Depreciation (6,935)
----------
Net Fixed Assets 34,677
----------
Total Assets $ 87,473
==========
Liabilities:
Accounts Payable $ 1,379
Accrued Liabilities 552
----------
Total Liabilities 1,931
----------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 445,000 shares at
August 31, 2000 445
Paid-In Capital 124,555
Retained Deficit -
Deficit Accumulated During the
Development Stage (39,458)
----------
Total Stockholders' Equity 85,542
----------
Total Liabilities and
Stockholders' Equity $ 87,473
==========
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
INEEDITDONE.COM, INC.
---------------------
(A Development Stage Company)
-----------------------------
STATEMENTS OF OPERATIONS
------------------------
Cumulative
Period from since
February 3, February 3,
2000 2000
(Inception) to inception of
August 31, development
2000 stage
------------- -------------
Revenues: $ - $ -
Expenses:
Marketing & Advertising 2,500 2,500
General & Administrative 36,958 36,958
------------- -------------
Net Loss $ (39,458) $ (39,458)
------------- -------------
Basic & Diluted loss per share $ (0.09)
=============
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
<TABLE>
INEEDITDONE.COM, INC.
---------------------
(A Development Stage Company)
-----------------------------
STATEMENT OF STOCKHOLDERS' EQUITY
---------------------------------
SINCE FEBRUARY 3, 2000 (INCEPTION) TO AUGUST 31, 2000
-----------------------------------------------------
<CAPTION>
Deficit
Accumulated
During
Common Stock Paid-In Retained Development
Shares Par Value Capital Deficit Stage
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance at February 3, 2000
(inception)
- $ - $ - $ - $ -
February 14, 2000 Issuance of
Stock for Cash 445,000 445 124,555 - -
Net Loss - - - - (39,458)
------------ ------------ ------------ ------------ ------------
Balance at August 31, 2000 445,000 $ 445 $ 124,555 $ - $ (39,458)
============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
F-4
</TABLE>
<PAGE>
INEEDITDONE.COM, INC.
---------------------
(A Development Stage Company)
-----------------------------
STATEMENTS OF CASH FLOWS
------------------------
Cumulative
Period from Since
February3, 2000 February 3, 2000
inception to inception of
August 31, Development
2000 Stage
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
-------------------------------------
Net Loss $ (39,458) $ (39,458)
Adjustments used to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 6,935 6,935
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable 1,379 1,379
Increase (Decrease) in Accrued Expenses 552 552
------------- -------------
Net Cash Used in operating activities (30,592) (30,592)
------------- -------------
CASH FLOWS FROM INVESTING
-------------------------
ACTIVITIES:
-----------
Acquisition of property & equipment (41,612) (41,612)
------------- -------------
Net cash used by investing activities (41,612) (41,612)
------------- -------------
CASH FLOWS FROM FINANCING
-------------------------
ACTIVITIES:
-----------
Proceeds from issuance of common stock 125,000 125,000
------------- -------------
Net Cash Provided by Financing Activities 125,000 125,000
------------- -------------
Net (Decrease) Increase in
Cash and Cash Equivalents 52,796 52,796
Cash and Cash Equivalents
at Beginning of Period - -
------------- -------------
Cash and Cash Equivalents
at End of Period $ 52,796 $ 52,796
============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
-------------------------------------------------
Cash paid during the year for:
Interest $ - $ -
Franchise and income taxes $ - $ -
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
-----------------------------------------------------------
ACTIVITIES: None
----------
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
INEEDITDONE.COM, INC.
---------------------
(A Development Stage Company)
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
AUGUST 31, 2000
---------------
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------
This summary of accounting policies for INeedItDone.com, Inc. is
presented to assist in understanding the Company's financial statements. The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.
Organization and Basis of Presentation
--------------------------------------
The Company was incorporated under the laws of the State of Arizona on
February 3, 2000. Since February 3, 2000 the Company is in the development
stage, and has not commenced planned principal operations.
Nature of Business
------------------
The Company has no products or services as of August 31, 2000. The
Company was formed for the purpose of engaging in internet services and any
other activity within the purposes for which corporations may be formed. Planned
operations include a service website that allows people and companies to
advertise work or services needed, and receive bids or offers on such in a
secure manner.
Cash and Cash Equivalents
-------------------------
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
Pervasiveness of Estimates
--------------------------
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
F-6
<PAGE>
INEEDITDONE.COM, INC.
---------------------
(A Development Stage Company)
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
AUGUST 31, 2000
---------------
(Continued)
-----------
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
--------------------------------------------------------------------------------
Loss per Share
--------------
The reconciliations of the numerators and denominators of the basic
loss per share computations are as follows:
--------------------------------------------------------------------------------
Per-Share
Income Shares Amount
------------ ------------ ------------
(Numerator) (Denominator)
For the Period February 3, 2000 (inception)
-------------------------------------------
to August 31, 2000
------------------
Basic Loss per Share
Loss to common shareholders $ (39,458) 445,000 $ (0.09)
------------ ------------ ------------
--------------------------------------------------------------------------------
The effect of outstanding common stock equivalents would be
anti-dilutive for August 31, 2000 and are thus not considered.
Advertising Expense
-------------------
Advertising costs are expensed when the services are provided.
Property and Equipment
----------------------
Property and equipment is stated at cost. Depreciation is provided in
amounts sufficient to relate the cost of depreciable assets to operations over
their estimated service lives, principally on a straight-line basis from 3 to 5
years.
Upon sale or other disposition of property and equipment, the cost and
related accumulated depreciation or amortization are removed from the accounts
and any gain or loss is included in the determination of income or loss.
Expenditures for maintenance and repairs are charged to expense as
incurred. Major overhauls and betterments are capitalized and depreciated over
their useful lives.
F-7
<PAGE>
INEEDITDONE.COM, INC.
---------------------
(A Development Stage Company)
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
AUGUST 31, 2000
---------------
(Continued)
-----------
NOTE 2 - INCOME TAXES
---------------------
In accordance with SFAS 109, the Company accounts for income taxes
under the liability method. Under this method, deferred tax assets and
liabilities are determined based on differences between the financial statement
reporting and the tax bases of the assets and liabilities, and are measured at
the enacted tax rates that will be in effect when the differences are expected
to reverse. Such differences principally arise from the timing of income and
expense recognition for accounting and tax purposes.
The application of SFAS 109 does not have any material effect on the
assets, liabilities, or operations for the periods presented in these financial
statements. Deferred tax assets arising from the Company's net operating loss
carryforwards have been fully offset by a valuation allowance.
At August 31, 2000, the Company has net operating loss carryforwards
for income tax purposes of approximately $39,000 which are available to offset
future taxable income. The Company's utilization of these carryforwards may be
restricted due to changes in ownership during the year. The components of the
deferred tax asset as of August 31, 2000 are as follows:
August 31,
----------
2000
----------
Deferred Tax Asset:
Net operating loss carryforward $ 13,260
Valuation Allowance (13,260)
Net Deferred Tax Asset $ -
===========
NOTE 3 - DEVELOPMENT STAGE COMPANY
----------------------------------
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.
F-8
<PAGE>
INEEDITDONE.COM, INC.
---------------------
(A Development Stage Company)
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
AUGUST 31, 2000
---------------
(Continued)
-----------
NOTE 4 - COMMITMENTS
--------------------
The Company leases office premises for $490.44 per month on a month to
month basis. The lease provides that insurance, maintenance and tax expenses are
obligations of the Company. It is expected that in the normal course of
business, leases that expire will be renewed or replaced by leases on other
properties.
Rent expense for August 31, 2000 was $2,354.
The Company has committed $40,000 for web hosting services from EPIQ
Technologies, Inc. $25,000 was paid prior to August and the balance is due in
September. Monthly hosting charge is $129.95 plus additional storage space at $1
per 5MB per month.
NOTE 5 - STOCK ISSUANCE
-----------------------
On February 14, 2000 the Company issued 445,000 shares of common stock
to the six founders for a total consideration of $125,000 cash.
NOTE 6 - MERGER
---------------
On October 6, 2000 the Company entered into an Acquisition Agreement
with INID Corp. (formerly Blackjack Financial, Inc.) (a public company).
Shareholders of the Company will receive 1 share of the public company's common
stock for each common share of the Company owned on October 6, 2000. The
acquisition will be reported as a reverse acquisition with IneedItDone.com, Inc.
being the survivor for accounting purposes.
F-9
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On October 3, 2000 INID Corp. (formerly Blackjack Financial, Inc.)
("INID") and INeedItDone.com, Inc. (".com") executed the Merger Agreement that
provides for the Merger of .com with and into INID. See "The Merger." The
following unaudited pro forma condensed combined financial statements are based
on the June 30, 2000 historical financial statements of INID and August 31, 2000
historical financial statements of .com contained elsewhere herein, giving
effect to the transaction under the purchase method of accounting, with .com
treated as the acquiring entity for financial reporting purposes. The unaudited
pro forma condensed combined balance sheet presenting the financial position of
the Surviving Corporation assumes the purchase occurred as of August 31, 2000.
The unaudited pro forma condensed combined statement of operations presents the
results of operations of the Surviving Corporation, assuming the merger was
completed on October 1, 1999.
The unaudited pro forma condensed combined financial statements have
been prepared by management of INID and .com based on the financial statements
included elsewhere herein. The pro forma adjustments include certain assumptions
and preliminary estimates as discussed in the accompanying notes and are subject
to change. These pro forma statements may not be indicative of the results that
actually would have occurred if the combination had been in effect on the dates
indicated or which may be obtained in the future. These pro forma financial
statements should be read in conjunction with the accompanying notes and the
historical financial information of both INID and .com (including the notes
thereto) included in this Form. See "FINANCIAL STATEMENTS."
<PAGE>
<TABLE>
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
-------------------------------------------
AUGUST 31, 2000
---------------
<CAPTION>
Pro Forma
INID INeedItDone.com, Pro Forma Combined
Corp. Inc. Adjustments Balance
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
------
Current Assets $ - $ 52,796 $ - $ 52,796
Fixed Assets (net) - 34,677 - 34,677
Total Assets $ - $ 87,473 $ - $ 87,473
============ ============ ============ ============
LIABILITIES AND STOCKHOLDERS'
-----------------------------
EQUITY
------
Accounts Payable & Accrued Expenses $ - $ 1,931 $ - $ 1,931
------------ ------------ ------------ ------------
Total Liabilities - 1,931 - 1,931
------------ ------------ ------------ ------------
Stockholders' Equity:
Common Stock 1,000 445 (800) A 645
Additional Paid in Capital 955 124,555 - 125,510
Accumulated Deficit (1,075) - 1,075 B -
Deficit Accumulated During the
Development Stage (880) (39,458) - (40,338)
------------ ------------ ------------ ------------
Total Stockholders' Equity (Deficit) - 85,542 275 85,817
------------ ------------ ------------ ------------
Total Liabilities and Stockholders' Equity $ - $ 87,473 $ 275 $ 87,748
============ ============ ============ ============
See accompanying notes to unaudited pro forma condensed combined financial statements.
</TABLE>
<PAGE>
<TABLE>
UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
--------------------------------------------
FOR THE TEN MONTHS ENDED AUGUST 31, 2000
----------------------------------------
<CAPTION>
Pro Forma
INID INeedItDone.com Pro Forma Combined
Corp. Inc. Adjustments Balance
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues: $ - $ - $ - $ -
Expenses:
Marketing & Advertising - 2,500 - 2,500
General & Administrative 880 36,958 - 37,838
Net Loss $ (880) $ (39,458) $ - $ (40,338)
============ ============ ============ ============
Loss per share $ - $ (0.09) - $ (0.05)
Weighted average shares outstanding 1,000,000 452,656 - 845,000
See accompanying notes to unaudited pro forma condensed combined financial statements.
</TABLE>
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
--------------------------------------------------------------------
(1) GENERAL
In the merger, .com will be merged with and into INID, with the shares of
outstanding .com Common Stock converted into an aggregate of approximately
445,000 shares, or approximately 69% of the New Common Stock outstanding
subsequent to the Merger, subject to certain adjustments, and total share of
INID Stock issued and outstanding prior to the Effective Time will be
approximately 31% of the Common Stock outstanding subsequent to the Merger. INID
has not yet performed a detailed evaluation and appraisal of the fair market
value of the net assets sold in order to allocate the purchase price among the
assets sold. For purposes of preparing these pro forma financial statements,
certain assumptions as set forth in the notes to the pro forma adjustments have
been made in allocating the sales price to the net assets sold. As such, the pro
forma adjustments discussed below are subject to change based on final
appraisals and determination of the fair market value of the assets and
liabilities of INID.
<PAGE>
(2) FISCAL YEAR ENDS
The unaudited pro forma condensed combined statements of operations for
the ten months ended August 31, 2000, include INID's and .com's operations on a
common fiscal year. The financial statements of .com have been conformed to the
fiscal year ended September 30, 2000 by including the operating results of .com
for the period February 3, 2000 (inception) to August 31, 2000 and including
such results for the ten months ended August 31, 2000.
(3) PRO FORMA ADJUSTMENTS
The adjustments to the accompanying unaudited pro forma condensed
combined balance sheet as of August 31, 2000, are described below:
(A) Cancellation of 800,000 shares of common stock
(B) Record merger by converting .com Common stock to newly issued
shares of INID Common Stock, par value $0.001 per share.
The adjustments to the accompanying unaudited pro forma condensed
combined statements of operations are described below:
There are no anticipated adjustments to the statements of operations as
a result of the merger.
<PAGE>
(c) The Exhibits to this Report are listed in the Exhibit Index set
forth below.
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.
INID Corp.
(fka Blackjack Financial, Inc.)
By: /s/ David L. Perin
----------------------
David L. Perin
President and CEO
October 3, 2000
10
<PAGE>
EXHIBIT INDEX
2.1 Plan of Merger between INeedItDone.com, Inc. and the shareholders of
Blackjack Financial, Inc., dated October 3, 2000
3.1 Articles of Incorporation of INeedItDone.com, Inc.
3.2 By-Laws of INeedItDone.com
11
