UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[X] AMENDMENT NUMBER ONE TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended August 31, 2000
[OR]
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 000-09322
IEXALT, INC.
NEVADA 75-1667097
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4301 WINDFERN DRIVE
HOUSTON, TEXAS 77041
(Address of principal executive offices)
(281) 600-4000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant, based on the last sales price as quoted by the OTC Electronic
Bulletin Board on November 15, 2000 was $12,354,455. As of November 15, 2000 the
registrant had 33,522,282 shares of common stock outstanding.
Documents Incorporated by Reference: None
<PAGE>
iExalt, Inc. , a Nevada corporation (the "Company") , is filing this
Amendment No. 1 on Form 10-KSB for the fiscal year ended August 31, 2000 (the
"Original Report") in order to provide the information required by Part III of
the Form 10-KSB (Items 9, 10, 11, and 12), which information was omitted from
the Original Report as provided in General Instruction E(3) of the instructions
to Form 10KSB. This amendment speaks as of the original date of filing of the
Original Report.
PART III.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.
The following table sets forth certain information concerning the
directors and executive officers of the Company.
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
Donald W. Sapaugh 41 Chairman, Chief Executive Officer, President
Hunter M. A. Carr 52 Director
Victoria R. A. Carr 45 Director
Morris H. Chapman 59 Director
James W. Carroll 44 Vice President, Chief Financial Officer
All directors are elected at each annual meeting of the Company's
stockholders for a term of one year and hold office until their successors are
elected and qualified. All executive officers are elected annually by, and serve
at the discretion of, the Company's Board of Directors. The only family
relationship between or among any executive officers and directors is that
Hunter M. A. Carr and Victoria R. A. Carr are married.
DONALD W. SAPAUGH, CHAIRMAN, CHIEF EXECUTIVE OFFICER, PRESIDENT
Donald W. Sapaugh has served as Director and President since August 30,
1999. He became Chairman and Chief Executive Officer on September 13, 2000. Mr.
Sapaugh has served as the President and Chief Executive Officer of PremierCare,
L.L.C. from 1996 to the present. PremierCare provides health care services to
senior citizens and was acquired by the Company in July, 2000. Mr. Sapaugh
served as the President and Chief Executive Officer of Rapha Treatment Centers
("Rapha") for ten years until the company was sold in 1996. During this period,
Mr. Sapaugh created numerous organizations that provided ministry and services
to tens of thousands of churches, non-profit ministries, Christian artists,
denominations and key individuals. After leaving Rapha, Mr. Sapaugh co-founded
OnePlace, LLC, a Christian Internet company that is now owned by Salem
Communications. In addition to his other duties, Mr. Sapaugh also serves as the
President of the International Christian Internet Association. Mr. Sapaugh
serves on many Christian ministry boards, has authored three books and is a
frequent speaker.
HUNTER M. A. CARR, DIRECTOR
Hunter M. A. Carr served as Vice-Chairman of the board from August 30,
1999 until November 15, 1999. He returned to the Board as a Director on May 11,
2000. He founded the Internet Law Library, Inc., a public company, for which he
has served as Chairman and CEO since July 1, 1999. Prior to that he served for
over five years as the owner and Chief Executive officer of IT/IS, Inc., an
automated litigation support company
VICTORIA R. A. CARR, DIRECTOR
Victoria R. A. Carr has served as a Director of the Company since November
15, 1999. She has been engaged within the business of antiques for several years
and is an owner of an antique retail establishment.
MORRIS H. CHAPMAN, DIRECTOR
<PAGE>
Morris H. Chapman has served as a Director since August 30, 1999. Dr.
Chapman became President and Chief Executive Officer of the Executive Committee
of the Southern Baptist Convention, on October 1, 1992. He continues to serve in
that position. He served as SBC president from 1990 to 1992 and has been
president of the SBC Pastors' Conference (1986). He was a pastor for 25 years.
Dr. Chapman is the Chairman of the non-profit International Christian
Internet Association, Houston, Texas; a member of the Advisory Board of
Directors, First American National Bank, Nashville, Tennessee; a member of the
National Church Advisory Council, American Bible Society, New York, New York;
and on the Executive Committee, Baptist World Alliance, McLean, Virginia.
Dr. Chapman is a graduate of Mississippi College, Clinton, Mississippi. He
has earned the Master of Divinity and Doctor of Ministry degrees and has also
been awarded two honorary doctorate degrees. He is an author and has traveled
and spoken extensively in the United States and overseas.
JAMES W. CARROLL, VICE PRESIDENT, CHIEF FINANCIAL OFFICER
James W. Carroll joined the Company as Vice President and Chief Financial
Officer on February 16, 2000 and served as such until his resignation on
November 30, 2000. Between 1994 and 1999 he founded and operated several private
companies to finance upstream energy projects. Prior to that, he was the chief
financial officer of Quintana Petroleum Corporation for seven years. He began
his career in management consulting with Ernst & Young, L.L.P., in 1977. Mr.
Carroll is a certified public accountant and certified management accountant. He
graduated from Rice University with a bachelor's degree, summa cum laude, and a
master's degree in accounting, and served there for five years in the 1990's as
an Adjunct Assistant Professor in accounting.
FORMER OFFICERS AND DIRECTORS, SERVING WITHIN THE FISCAL YEAR
JACK I. TOMPKINS
Jack I. Tompkins, age 54, served as Chairman and Chief Executive Officer
from August 30, 1999, until his resignation on September 13, 2000. He served as
Executive Vice President and Chief Financial Officer of Crescent Real Estate
Equities Company until September 30, 1999. From 1996 to the present he served as
the managing director of Raintree Capital, a merchant banking company and
Chairman of ARTA Equity Advisors, L.L.C., which was formed to engage primarily
in the business of promoting consolidation and public offering transaction for
groups of companies in large, highly fragmented industries. From 1988 to 1996
Mr. Tompkins was Senior Vice President and Chief Financial Officer of Enron
Corporation.
Mr. Tompkins began his career with Arthur Young & Company, serving three
years before joining Arthur Andersen, L.L.P., where he was elected to the
partnership in 1981. While at Arthur Andersen, he was in charge of the Merger
and Acquisition Program for the Houston office as well as head of the Natural
Gas Industry Group. Mr. Tompkins is a CPA and received his MBA from Baylor
University in 1969.
JONATHAN C. GILCHRIST
Jonathan C. Gilchrist, age 49, served as Director, Executive Vice
President and Secretary for the Company from August 30, 1999 until his
resignation on from the Board on May 11, 2000, and resignation as an officer on
August 31, 2000. Mr. Gilchrist served as Chairman and Chief Executive Officer of
AmericanLawNet.com from its founding in 1997 until January 1999 when he accepted
a position with iExalt. Prior to forming AmericanLawNet.com, Mr. Gilchrist
practiced law with the law firm of Orgain, Bell & Tucker, L.L.P, from 1993 until
1998. He began his law career with Exxon Company USA in Houston, Texas after
graduating from the University of Alabama School of Law in 1990. Prior to
attending law school, Mr. Gilchrist was a pastor in Tuscaloosa, Alabama. Mr.
Gilchrist spent over twelve years as a seminar speaker, musician and Christian
writer.
JOE HUNTER REYNOLDS
Joe Hunter Reynolds, age 78, was elected a director of the registrant
effective September 1, 1999 by unanimous consent of the board of directors. He
resigned from the Board on May 11, 2000. Following a
<PAGE>
distinguished legal career, Mr. Reynolds retired and has been Of Counsel to
Schwartz, Junell, Campbell & Oathout, L.L.P. since January 1997.
KIRWIN L. DROUET
Kirwin L. Drouet, age 51, became a full-time consultant to iExalt in June
1999 under an agreement with ARTA Equity Advisors, L.L.C. He served as Executive
Vice President, Chief Operating Officer, and Assistant Secretary from September
1, 1999 until his resignation on September 13, 2000. Mr. Drouet served as Chief
Financial Officer for Stellar Event & Presentation Resources, Inc. from 1998 to
1999. Prior to that he served as the Chief Operating Officer of The Abbey Group,
an events production and rental equipment company. He also served as Vice
President of Administration and Chief Financial Officer for Maxxam Property Co.
Mr. Drouet was the Vice President - Finance of SHRP Capital Corporation until
November 1994. Subsequent to his departure, on April 17, 1995, SHRP Capital and
two affiliates filed voluntary petitions to reorganize under the provisions of
Chapter 11 of the United States Bankruptcy Code. The case was closed on December
19, 1996.
Mr. Drouet began his career with Arthur Andersen & Co. where he practiced
for nine years. He has been involved in numerous development stage companies
including Tollway Partners, Inc. and Rice Exploration Co. He has B.A., B.S. and
a Masters degree from Rice University and is a Texas certified public
accountant.
JIM P. WISE
Jim P. Wise, age 57, served as a Director of the Company from May 11, 2000
until his resignation on September 13, 2000. He is vice chairman of Integrated
Electrical Services, Inc., a national provider of electrical contracting and
maintenance services. Mr. Wise has also served as chief executive officer of
Integrated Electrical Services, Inc. Prior to joining Integrated in 1997, he was
vice president-finance and chief financial officer of Sterling Chemicals, Inc.
Mr. Wise has also served as senior vice president and chief financial officer of
U.S. Delivery Systems, Inc.; as chairman and chief executive officer of Neostar
Group, Inc.; and as executive vice president, chief financial officer and a
board member of Transco Energy Company.
THOMAS E. DAHL
Thomas E. Dahl, age 57, served as a Director of the Company from March 31,
2000 until his resignation on September 22, 2000. He is President of First
Choice Marketing, Inc. and is a former CEO of Profit Masters Corp. and Lynx
Telecommunications. Mr. Dahl also has served for eight years as senior vice
president of a major insurance and securities firm.
SECTION 16(A) COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own beneficially
more than ten percent (10%) of any class of equity security to file reports of
ownership and changes of ownership with the Securities and Exchange Commission.
Copies of all filed reports are required to be furnished to the Company pursuant
to Section 16(a). Based solely on the reports received by the Company and on
written representations from reporting persons, the Company believes that the
directors, executive officers, and greater than ten percent (10%) beneficial
owners were delinquent with applicable filings required during the fiscal year
ended August 31, 2000, however filed late all of the applicable filings in
October, 2000.
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid by the Company to the CEO and any executive officers in the twelve months
ended August 31, 2000, who received total salary and bonus exceeding $100,000
during the period.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------- ---------------------------------------
AWARDS PAYOUTS
--------------------------- -------
OTHER
ANNUAL RESTRICTED SECURITIES ALL OTHER
NAME AND COMPEN- STOCK UNDERLYING LTIP COMPEN-
PRINCIPAL FISCAL SALARY BONUS SATION AWARD(S) OPTIONS/SARS PAYOUTS SATION
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
---------------- ------ ------ ----- ------ --------- -------------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
J. Tompkins, CEO 2000 $0 $0 $0 $0 See note below $0 $0
</TABLE>
NOTE: On dates ranging from January 11, 2000 to February 3, 2000 the
Company granted options to purchase 450,000 shares at $1.80 per share
to the Chief Executive Officer in connection with no-interest loans he
made or bank loans that he guaranteed for the Company. These options
vested immediately. The implied value paid for these options ($92,000)
when he loaned money to the Company, was treated as interest expense by
the Company and therefore these options were not considered to be
compensation.
No options or SAR grants were exercised by the named executive officers.
The Company instituted a policy in May, 2000, to pay outside Directors
$1,000 for attendance at a Board meeting and $500 for telephonic participation
in a Board meeting. In addition, options to purchase 50,000 shares of common
stock were granted effective September 1, 1999, to Joe H. Reynolds for his
service as a Director and options to purchase 75,000 shares of common stock were
granted on May 11, 2000, to Jim P. Wise for his service as a Director and as
Chairman of the Audit Committee.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of November 15, 2000 security ownership information for owners of more
than 5% of the Company's common stock, directors, and executive officers named
in Item 10. above, and for all officers and directors as a group:
--------------------------------------------------------------------------
SHARES OF COMMON PERCENT OF
NAME AND ADDRESS STOCK VOTING POWER
--------------------------------------------------------------------------
Jack I. Tompkins (1) 3,687,500 11.5%
711 Louisiana, Ste 1740,
Houston 77002
--------------------------------------------------------------------------
Hunter M. A. Carr (2)
4301 Windfern, Houston 77041 4,586,500 12.7%
--------------------------------------------------------------------------
Victoria R. A. Carr (2)
4301 Windfern, Houston 77041 4,586,500 12.7%
--------------------------------------------------------------------------
Morris H. Chapman (3)
4301 Windfern, Houston 77041 2,700,000 7.5%
--------------------------------------------------------------------------
Donald W. Sapaugh
4301 Windfern, Houston 77041 2,100,000 5.8%
--------------------------------------------------------------------------
Jonathan C. Gilchrist (4)
6524 San Felipe, Ste. 252,
Houston 77057 1,950,000 5.4%
--------------------------------------------------------------------------
Ted Parker
2002 W. Loop 289, Suite 105,
Lubbock, TX 79407 2,313,000 6.4%
--------------------------------------------------------------------------
All executive officers and
directors as a Group 9,386,500 26.0%
--------------------------------------------------------------------------
<PAGE>
(1) Percent includes right to acquire 450,000 shares pursuant to vested
options and shares include indirect beneficial interest in 150,000 shares.
(2) Both Hunter and Victoria Carr have beneficial interest in 4,486,500 shares
owned by Hunter Carr and and indirect beneficial interest in 100,000
shares.
(3) Includes beneficial interest in 1,350,000 shares owned by the spouse of
Morris Chapman.
(4) Includes indirect beneficial interest in 50,000 shares.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 4, 1999 the Company acquired intellectual property relating to
the concept, design and market for an online reference library from Morris
Chapman, a director, for 750,000 shares of common stock.
On May 31, 1999 the Company acquired the assets and customers of a
Houston, Texas ISP owned by AgroSource, Inc. and Hunter Community Interests,
Ltd. for 3,000,000 shares of common stock from a Director, Hunter Carr, and the
Company's Chairman, Jack Tompkins. As part of this acquisition, the Company
assumed a non-interest bearing note to Jack Tompkins for $350,000 that becomes
payable on demand at such time that the Company's net assets are equal to or
exceed $5,000,000.
On June 29, 1999 the Chairman of the Company, Jack Tompkins, purchased
2,250,000 shares of iExalt-Texas' common stock for cash of $500,000 and agreed
to furnish executive services to the company for twelve months. The services of
the Chief Operating Officer were provided under this agreement. In accordance
with generally accepted accounting principles, the Company recorded a non-cash
expense for the estimated value of $10,000 per month.
On July 11, 2000, the Company acquired all of the member interests in
PremierCare LLC, a limited liability company engaged in the delivery of
healthcare counseling services for senior citizens at hospitals. The former
beneficial owners of PremierCare LLC received 540,000 shares of iExalt common
stock and will receive up to an additional 560,000 shares, depending on certain
future financial events and results. Donald Sapaugh, a Director and President of
the Company, is also the President and Chief Executive Officer of PremierCare
and was a 22.8 % indirect owner of PremierCare. Mr. Sapaugh abstained from the
discussions and approval of the transaction by the Company's Board of Directors.
All the outstanding stock of Clean Web, Inc. ("Clean Web"), a national
filtered ISP with approximately 6,000 users, was acquired on October 24, 2000
for 2,313,000 shares of the Company's common stock. The transaction was
accounted for as a purchase and a preliminary estimate of goodwill was recorded
in the amount of $1,928,000. The Company is combining the operations of CleanWeb
and its filtered ISP, but will continue to market its services under both names.
Ted Parker was the owner of Clean Web, Inc. and as a result of the Clean Web
acquisition has become an owner of more than 5% of the Company's common stock.
On dates ranging from January 11, 2000 to February 3, 2000 the Company
granted options to purchase 450,000 shares at $1.80 per share to J. Tompkins,
the Chief Executive Officer, in connection with no-interest loans he made or
bank loans that he guaranteed for the Company. These options vested immediately.
The implied value paid for these options ($92,000) when he loaned money to the
Company, was treated as interest expense by the Company and therefore these
options were not considered to be compensation.
The Company's corporate offices are leased on a month-to-month basis
from a company controlled by Hunter M.A. Carr, a Director of the Company.
Management believes that the rent paid by the Company is consistent with market
rates for similar office space.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
IEXALT, INC.
By: /s/ DONALD W. SAPAUGH
Donald W. Sapaugh,
Chairman/Chief Executive Officer/President
December 26, 2000
In accordance with the Securities Exchange Act of 1934, the following
persons on behalf of the registrant and in the capacities and on the dates
indicated have signed this report below.
SIGNATURE CAPACITY DATE
--------- -------- ----
/s/ DONALD W. SAPAUGH Director, Chairman of the Board, December 26, 2000
---------------------- Chief Executive Officer, President
Donald W. Sapaugh (Principal Executive Officer)
/s/ CHRIS L. SISK Executive Vice President, Chief December 26, 2000
----------------- Financial Officer
Chris L. Sisk (Principal Financial and
Accounting Officer)
/s/ HUNTER M. A. CARR Director December 26, 2000
----------------------
Hunter M. A. Carr
/s/ VICTORIA R. A. CARR Director December 26, 2000
------------------------
Victoria R. A. Carr
/s/ MORRIS H. CHAPMAN Director December 26, 2000
----------------------
Morris H. Chapman
