UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED SCHEDULE 13D
RULE 13D-101
(AMENDMENT NO. 1)
Information to be Included in Statements Filed Pursuant to
Rule 13d-1(a)
and Amendments Thereto Filed Pursuant to
Rule 13d-2(a)
IEXALT, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
451691109
(CUSIP Number)
Sharon Kimmel
iExalt, Inc.
4301 Windfern Road
Houston, Texas 77041
(281) 600-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 1, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
Amended 13D of Hunter M. A. Carr, p. 1 of 6 pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 451691109
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| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
| | ABOVE PERSON
| | Hunter M. A. Carr
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ]
| | Inapplicable (b)[ ]
| |
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| 3 | SEC USE ONLY
| |
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| 4 | SOURCE OF FUNDS *
| |
| | Cash and services rendered
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
| | TO ITEMS 2(d) or 2(e) [ ]
| | N/A
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| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| |
| | United States
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| 7 | SOLE VOTING POWER
| |
| | 4,655,000
---------------------------------------------------------
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | |
BENEFICIALLY | |
OWNED BY EACH ---------------------------------------------------------
REPORTING | 9 | SOLE DISPOSITIVE POWER
PERSON WITH | |
| | 4,655,000
---------------------------------------------------------
|10 | SHARED DISPOSITIVE POWER
| |
| |
--------------------------------------------------------------------------------
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |
| | 4,655,000
--------------------------------------------------------------------------------
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| | SHARES * [ ]
--------------------------------------------------------------------------------
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| |
| | 22.3%
--------------------------------------------------------------------------------
| 14 | TYPE OF REPORTING PERSON *
| |
| | IN
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Amended 13D of Hunter M. A. Carr, p. 2 of 6 pages
<PAGE>
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
Title of Security: common stock, par value $0.001 per share
(the "Common Stock")
Name and Address of Issuer's iExalt, Inc.
Principal Executive Offices: 4301 Windfern
Houston, Texas 77041
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name of Persons Filing and Place of Organization:
This Schedule 13D is being filed by Hunter M. A. Carr
CIK: 0001094030
(b) Address of Principal Business Office:
4301 Windfern
Houston, Texas 77041
(c) Principal Business:
Mr. Carr is a Director of the Issuer. His principal
occupation is CEO of Internet Law Library, Inc. The Issuer
provides Internet and traditional media products and services
to Christian families, businesses, schools and other
organizations.
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Amended 13D of Hunter M. A. Carr, p. 3 of 6 pages
<PAGE>
(f) U.S. Citizen
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Effective September 1, 1999, Sunbelt Exploration, Inc., a Nevada
corporation (the "Company"), acquired all of the issued and outstanding stock of
iExalt, Inc., a Texas corporation in the business of providing Internet service
and content targeted towards the Christian community ("iExalt Texas"). In
connection with such acquisition, the Company issued an aggregate of 18,393,666
shares of authorized but unissued common stock to the shareholders of iExalt
Texas, in exchange for all of the outstanding shares of iExalt Texas common
stock, which constituted upon closing approximately 88% of the issued and
outstanding common stock of the Company. Upon the closing of the transaction,
there were 20,874,166 shares of common stock of the Company issued and
outstanding.
In connection with the reorganization, the shareholders (a) adopted and
approved Amended and Restated Articles of Incorporation which authorized
changing the name of Sunbelt Exploration, Inc. to iExalt, Inc. and authorized
20,000,000 shares of preferred stock, par value $.001; and (b) elected Jack
Tompkins, Hunter Carr, Don Sapaugh, Jonathan Gilchrist, and Morris Chapman as
directors of the Company.
As a result of the reorganization, Hunter M. A. Carr exchanged all of his
shares of iExalt Texas (2,250,000 shares) and all of his shares of AgroSource
Inc. (1,500,000) for 4,975,000 shares of the Issuer's Common Stock.
Mr. Carr then gifted 220,000 shares to a family trust and others,
resulting in a change of 1%, which necessitated the filing of this Amended 13-D.
ITEM 4. PURPOSE OF THE TRANSACTION.
Mr. Carr acquired the Issuer's Common Stock with view to holding a
substantial ownership interest in the Issuer. Although Mr. Carr does not have
any specific plans or proposals regarding the Issuer in his capacity as
shareholder, he will continue to evaluate all alternatives with respect to the
Issuer's Common Stock. As a director of the Issuer, Mr. Carr will have some
control over the policies and actions of the Issuer.
Except as stated above, Mr.Carr does not have any plans or proposals of
the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D,
although he reserves the right to do so in the future.
Amended 13D of Hunter M. A. Carr, p. 4 of 6 pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
a. Mr. Carr is the beneficial owner of 4,975,000 shares of Common
Stock which represents 23.83% of the Issuer's Common Stock as
of September 1, 1999.
b. Mr. Carr has sole voting and dispositive power for 4,975,000
shares of Common Stock.
c. Except as described herein, Mr. Carr has not engaged in any
transaction involving the Common Stock of the Issuer during
the past 60 days.
d. Not applicable.
e. Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Exchange Agreement between Sunbelt Exploration Inc. and
iExalt, Inc., Exhibit 1.1 to 8-K of Sunbelt Exploration Inc.
filed on September 14, 1999, and incorporated here by
reference
[SIGNATURE PAGE FOLLOWS]
Amended 13D of Hunter M. A. Carr, p. 5 of 6 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct, as of September 1, 1999.
Date October 1, 2000
/s/ Hunter M. A. Carr
Hunter M. A. Carr
INDEX TO EXHIBITS
Exhibit A Exchange Agreement between Sunbelt Exploration Inc. and iExalt,
Inc., Exhibit 1.1 to 8-K of Sunbelt Exploration Inc. filed on
September 14, 1999, and incorporated here by reference
EXHIBITS
Exhibit A Exchange Agreement between Sunbelt Exploration Inc. and iExalt,
Inc., Exhibit 1.1 to 8-K of Sunbelt Exploration Inc. filed on
September 14, 1999, and incorporated here by reference
Amended 13D of Hunter M. A. Carr, p. 6 of 6 pages
