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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): SEPTEMBER 20, 1999
ECLICKMD, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA
(STATE OR OTHER JURISDICTION OF INCORPORATION)
000-29804 82-0255758
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
---------------------
201 EAST MAIN STREET
BRADY, TEXAS 78625
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE)
(915) 792-8400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
This filing serves to amend a Form 8-K filed on July 17, 2000 by
Link.com, Inc.(1) (the "Company") by filing certain financial statements and pro
forma financial information (listed under heading (a) and (b) below) related to
the acquisition by the Company of substantially all of the assets of Luro
Associates, L.L.C., a Michigan limited liability company ("LURO").
(a) Financial Statements of Businesses Acquired.
Financial Statements and Report of Independent Certified Public
Accountants for LURO Associates, L.L.C. (d/b/a Healthtec.net) as of
December 31, 1999.
(b) Pro forma financial information.
Notes to Pro forma financial information.
Pro Forma Condensed Consolidated Statement of Operations (Unaudited),
for six month period ended June 30, 2000.
Pro Forma Condensed Consolidated Statement of Operations (Unaudited),
for year ended December 31, 1999.
---------------------
(1) Effective as of July 25, 2000, the Company changed its name to eClickMD,
Inc.
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SIGNATURE
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.
ECLICKMD, INC.
(Registrant)
Date: September 13, 2000 By: /s/ M. ROBERT RICE
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M. Robert Rice, Chief Executive Officer
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Financial Statements and
Report of Independent Certified Public Accountants
LURO ASSOCIATES, L.L.C.
(d/b/a HEALTHTEC.NET)
December 31, 1999
F-1
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LURO ASSOCIATES, L.L.C.
(d/b/a HEALTHTEC.NET)
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
<S> <C>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS...........................3
FINANCIAL STATEMENTS
Balance Sheet at December 31, 1999........................................4
Statement of Operations for the period January 5, 1999 (date of inception)
through December 31, 1999................................................5
Statement of Changes in Members' Equity for the period January 5, 1999
(date of inception) through December 31, 1999............................6
Statement of Cash Flows for the period January 5, 1999 (date of inception)
through December 31, 1999................................................7
Notes to Financial Statements.............................................8
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
TO THE MEMBERS OF
LURO ASSOCIATES, L.L.C. d/b/a HEALTHTEC.NET
We have audited the accompanying balance sheet of LuRo Associates, L.L.C. (a
Limited Liability Company) d/b/a HealthTec.net, as of December 31, 1999 and the
related statements of operations, changes in members' equity, and cash flows for
the period January 5, 1999 (date of inception) through December 31, 1999. 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 audits 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 LuRo Associates, L.L.C. d/b/a
HealthTec.net as of December 31, 1999, and the results of its operations and its
cash flows for the period January 5, 1999 (date of inception) through December
31, 1999, in conformity with generally accepted accounting principles.
As described in Note 3, the accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. The Company
experienced a significant loss for the period January 5, 1999 (date of
inception) through December 31, 1999. Additionally, the Company has generated
negative cash flows from operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. Unless the Company
obtains additional financing, it will not be able to meet its obligations as
they come due and it will be unable to execute its long-term business plan. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
KING GRIFFIN & ADAMSON P.C.
Dallas, Texas
August 8, 2000
The accompanying notes are an integral part of these financial statements.
F-3
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LURO ASSOCIATES, L.L.C.
(d/b/a HEALTHTEC.NET)
BALANCE SHEET
at December 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets
Cash and cash equivalents $ 4,515
Accounts receivable - trade 10,606
Prepaid and other current assets 2,038
---------
Total current assets 17,159
Property and equipment
Furniture and equipment 25,000
Software and software licenses 114,000
---------
139,000
Less accumulated depreciation and amortization (35,300)
---------
Property and equipment, net 103,700
---------
Total assets $ 120,859
=========
LIABILITIES AND MEMBERS' EQUITY
Current liabilities
Accounts payable $ 6,003
Accrued liabilities 5,697
Note payable 1,000
---------
Total current liabilities 12,700
Members' equity 108,159
---------
Total liabilities and members' equity $ 120,859
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE> 8
LURO ASSOCIATES, L.L.C.
(d/b/a HEALTHTEC.NET)
STATEMENT OF OPERATIONS
For the period January 5, 1999 (date of inception) through December 31, 1999
<TABLE>
<S> <C>
Revenues $ 179,429
Cost of sales 53,413
---------
Gross profit 126,016
General and administrative expenses 402,728
---------
Operating loss (276,712)
Other income (expense)
Other income 1,033
Other expense (1,875)
Interest expense (787)
---------
Total other income (expense) (1,629)
---------
Net loss $(278,341)
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE> 9
LURO ASSOCIATES, L.L.C.
(d/b/a HEALTHTEC.NET)
STATEMENT OF CHANGES IN MEMBERS' EQUITY
For the period January 5, 1999 (date of inception) through December 31, 1999
<TABLE>
<CAPTION>
Total
---------
<S> <C>
Balance at January 5, 1999 (date of inception) $ --
Members' contributions during period 386,500
Net loss for the period (278,341)
---------
Balance at December 31, 1999 $ 108,159
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE> 10
LURO ASSOCIATES, L.L.C.
(d/b/a HEALTHTEC.NET)
STATEMENT OF CASH FLOWS
For the period January 5, 1999 (date of inception) through December 31, 1999
<TABLE>
<S> <C>
Cash flows from operating activities
Net loss from operations $(278,341)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation on property and equipment 12,500
Amortization of software and software licenses 22,800
Changes in operating assets and liabilities:
Accounts receivable - trade (10,606)
Prepaid and other current assets (2,038)
Accounts payable 6,003
Accrued liabilities 5,697
---------
Net cash used in operating activities (243,985)
Cash flows from investing activities
Purchases of property and equipment (139,000)
---------
Net cash used in investing activities (139,000)
Cash flows from financing activities
Capital contributions made by members 386,500
Payments on note payable (11,000)
Proceeds from note payable 12,000
---------
Net cash provided by financing activities 387,500
---------
Net increase in cash 4,515
Cash, beginning of period --
---------
Cash, end of period $ 4,515
=========
Supplemental disclosures for cash flow information:
Cash paid during the period for:
Interest $ 123
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
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LURO ASSOCIATES, L.L.C.
(d/b/a HEALTHTEC.NET)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
1. NATURE OF OPERATIONS
LuRo Associates, L.L.C. d/b/a HealthTec.net (the "Company"), a Michigan limited
liability company organized on January 5, 1999, provides development, marketing,
licensing, service, and support of internet based clinical and financial
software and turnkey financial and accounting software and related hardware
which is designed for the health care industry. The Company's operations are
conducted in Hartland, Michigan and its sales are made to health care providers
throughout the United States.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.
Accounts Receivable
The Company extends unsecured credit in the normal course of business to
virtually all of its customers. Management has estimated an allowance for
doubtful accounts of zero, which reflects its opinion that all its accounts
receivable will be collected. In the event of non-performance of accounts
receivable, the maximum exposure to the Company is the recorded amount shown on
the balance sheet.
Property and Equipment
Property and equipment including software and software licenses are recorded at
cost. Expenditures for maintenance and repairs are charged directly against
income. Major renewals and betterments are capitalized. Depreciation and
amortization of property and equipment is calculated using the straight-line
method over the estimated useful lives of the assets, which range from 2 to 5
years.
F-8
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Income Taxes
The Company has elected to be taxed as a partnership for federal income tax
purposes. As such, federal income taxes are payable by the members and the
Company is not subject to federal income tax. Accordingly, federal income taxes
are not reflected in the accompanying financial statements.
Revenue Recognition
The Company recognizes revenue from software sales at the time of product
shipment, or in accordance with terms of licensing contracts. Maintenance and
service revenue are recognized ratably over the contractual period or as the
services are provided. Advance billings are recorded as deferred revenue.
Fair Value of Financial Instruments
Statement of Financial Accounting Standards No. 107 "Disclosure About Fair Value
of Financial Instruments", requires disclosure about the fair value of all
financial assets and liabilities for which it is practicable to estimate. At
December 31, 1999 the carrying value all of the Company's accounts receivable,
accounts payable and accrued liabilities approximate fair value because of their
short term nature.
F-9
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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities as of the date of the financial statements, as
well as the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Software Development
Costs incurred in the research and development of new software products and
enhancements to existing software products are expensed as incurred until
technological feasibility has been established. After technological feasibility
is established, any additional costs are capitalized in accordance with SFAS No.
86, "Accounting for the Costs of Computer Software to Be Sold, Leased or
Otherwise Marketed". For the period January 5, 1999 (date of inception) through
December 31, 1999, no research and development costs have been incurred.
Recent Accounting Pronouncements
The Company adopted Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information" ("SFAS
131") during the fiscal year ended December 31, 1999. SFAS 131 establishes
standards for reporting information regarding operating segments in annual
financial statements and requires selected information for those segments to be
presented in interim financial reports. SFAS 131 also establishes standards for
related disclosures about products and services and geographic areas. Operating
segments are identified as components of an enterprise about which separate
discrete financial information is available for evaluation by the chief
operating decision maker, or decision making group, in making decisions about
how to allocate resources and assess performance. The Company has only one
operating segment at December 31, 1999.
In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of the Effective Date of FASB
Statement No. 133", which establishes accounting and reporting standards for
derivative instruments. SFAS No. 137 is effective for all fiscal quarters for
all fiscal years beginning after June 15, 2000. The adoption of SFAS 137 is not
expected to have a significant impact on the Company's results of operations.
4. GOING CONCERN
The financial statements have been prepared on the assumption that the Company
will continue as a going concern. The Company sustained a net operating loss of
$278,341 during the period January 5, 1999 (date of inception) through December
31, 1999. Cash used in operating activities for the same period was $243,985.
The Company's continued existence depends upon the success of management's
efforts to raise additional capital necessary to meet the Company's obligations
as they come due and to obtain sufficient capital to execute its business plan.
There can be no degree of assurance given that the Company will be successful in
completing additional financing transactions.
F-10
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5. GOING CONCERN (CONTINUED)
The financial statements do not include any adjustments to reflect the possible
effects on the recoverability and classification of assets or classification of
liabilities which may result from the inability of the Company to continue as a
going concern.
6. ACQUISITION
In January 1999, the Company acquired substantially all of the software and
fixed assets of Epoch Software Systems, Inc., a software development company.
The Company paid cash of $52,000 and assumed debt of $62,000 (subsequently
contributed as equity) for the software and $13,000 cash and a note payable of
$12,000 for the fixed assets.
7. BUSINESS AND CREDIT CONCENTRATIONS
The Company has 4 customers that accounted for 80% of accounts receivable at
December 31, 1999.
8. LEASES
The Company leases its office facility and office equipment under various
non-cancelable operating lease agreements which expire through September 21,
2001. Total rent expense associated with these leases was $17,167 for the period
January 5, 1999 (date of inception) through December 31, 1999. At December 31,
1999 future commitments under non-cancelable operating leases are as follows:
<TABLE>
<S> <C>
2000 $ 8,961
2001 2,221
---------
Total $ 11,182
=========
</TABLE>
9. SUBSEQUENT EVENT
Effective June 30, 2000 the Company's software contracts and licenses with its
customers, leases and licenses with its suppliers and software licensors, and
fixed assets were purchased by Link.com, Inc., a Nevada corporation, in exchange
for stock.
F-11
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LURO ASSOCIATES, L.L.C.
(d/b/a HEALTHTEC.NET)
NOTES TO PRO FORMA FINANCIAL INFORMATION
eClickMD, Inc. (formerly Link.com, Inc.) ("eclick") acquired Luro
Associates, LLC d/b/a Healthtec.Net ("Healthtec") in a purchase
transaction by issuing 145,000 shares of its common stock. The transaction
was completed effective June 30, 2000. The balance sheet of eclick filed
in connection with the June 30, 2000 Form 10-QSB includes the effects of
the acquisition of Healthtec.
The unaudited pro forma condensed statements of operations for the year
ended December 31, 1999 and the six months ended June 30, 2000 reflect the
acquisition as if it had occurred on January 1, 1999.
The unaudited pro forma condensed statements of operations should be read
in conjunction with the separate historical financial statements of
Healthtec and eclick, and related notes appearing elsewhere in this
document. The historical statements of operations for eclick and Healthtec
included in these pro forma financial statements are for the year ended
December 31, 1999 and six months ended June 30, 2000. The pro forma
financial information is not necessarily indicative of the results that
would have been reported had such events actually occurred on the dates
specified, nor is it necessarily indicative of the future results of the
combined entities.
P-1
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eCLICKMD, INC.
(formerly Link.com, Inc.)
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
For the six month period ended June 30, 2000
<TABLE>
<CAPTION>
Luro Associates, LLC Pro-Forma
eClickMD, Inc. d/b/a Healthtec.Net Adjustments Pro-Forma
-------------- -------------------- ----------- ------------
<S> <C> <C> <C> <C>
REVENUES $ 135,499 $ 42,500 $ -- $ 177,999
COST OF SALES -- -- -- --
------------ ------------ ------------ ------------
Gross profit 135,499 42,500 -- 177,999
OPERATING EXPENSES (1,608,226) (104,519) -- (1,712,745)
------------ ------------ ------------ ------------
Operating loss (1,472,727) (62,019) -- (1,534,746)
OTHER INCOME (EXPENSES)
Interest expense (92,190) -- -- (92,190)
Interest income -- -- -- --
Other income 575 -- -- 575
Other expense -- -- -- --
------------ ------------ ------------ ------------
Total other income (expenses) (91,615) -- -- (91,615)
------------ ------------ ------------ ------------
Net loss $ (1,564,342) $ (62,019) $ -- $ (1,626,361)
============ ============ ============ ============
LOSS PER SHARE - Basic
and diluted: $ (0.14) $ (0.15)
============ ============
SHARES USED IN THE CALCULATION
OF PER SHARE AMOUNTS:
Basic and diluted common shares 11,111,908 11,256,908 *
============ ============
</TABLE>
* Includes 145,000 shares issued to acquire Healthtec
P-2
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eCLICKMD, INC.
(formerly Link.com, Inc.)
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the year ended December 31, 1999
<TABLE>
<CAPTION>
Luro Associates, LLC Pro-Forma
eClickMD, Inc. d/b/a Healthtec.Net Adjustments Pro-Forma
-------------- -------------------- ----------- ------------
<S> <C> <C> <C> <C>
REVENUES $ 192,708 $ 179,429 $ -- $ 372,137
COST OF SALES -- 53,413 -- 53,413
------------ ------------ ------------ ------------
Gross profit 192,708 126,016 -- 318,724
OPERATING EXPENSES 970,258 402,728 -- 1,372,986
------------ ------------ ------------ ------------
Operating loss (777,550) (276,712) -- (1,054,262)
OTHER INCOME (EXPENSES)
Interest expense (74,583) (787) -- (75,370)
Interest income 455 -- -- 455
Other income -- 1,033 -- 1,033
Other expense -- (1,875) -- (1,875)
------------ ------------ ------------ ------------
Total other income (expenses) (74,128) (1,629) -- (75,757)
------------ ------------ ------------ ------------
Net loss $ (851,678) $ (278,341) $ -- $ (1,130,019)
============ ============ ============ ============
LOSS PER SHARE - Basic
and diluted: $ (0.08) $ (0.11)
============ ============
SHARES USED IN THE CALCULATION
OF PER SHARE AMOUNTS:
Basic and diluted common shares 10,592,701 10,737,701 *
============ ============
</TABLE>
* Includes 145,000 shares issued to acquire Healthtec
P-3
