U.S. 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): December 1, 1999
iEXALT, INC.
(Exact Name of Registrant as Specified in Charter)
NEVADA
(State or Other Jurisdiction of
Incorporation or Organization
2000-09322 75-1667097
(Commission File Number) (I.R.S. Employer Identification No.)
4301 WINDFERN, HOUSTON, TEXAS 77041
(Address of principal executive offices including zip code)
(281) 600-4000
(Registrant's telephone number, including area code)
SUNBELT EXPLORATION, INC.
(Former name or former address, if changed since last report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Inapplicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective December 1, 1999, iExalt, Inc., a Nevada corporation
("Company"), acquired, in an arms-length transaction, all of the issued and
outstanding stock of Premiere Speakers Bureau, Inc. d/b/a ChristianSpeakers.com
("Christian Speakers"), a Tennessee corporation in the business of scheduling
well-known speakers to speak to groups on Christian issues. The consideration
issued to Duane Ward, the sole stockholder of Christian Speakers, was: (i)
500,000 shares of Company common stock, (ii) an aggregate $40,000, of which
$10,000 was payable at closing, and $5,000 is payable monthly for a period of
six months beginning January 2000, and (iii) a stock option to purchase an
aggregate 250,000 shares of Company common stock at an exercise price of $1.80
per share. The stock option vests in the amount of 50,000 shares per year on the
anniversary date of the agreement, and is subject to Mr. Ward remaining in the
employ of the Company. The term of the stock option is three years from the date
of vesting. Mr. Ward has entered into a five-year employment agreement with the
Company. The Company has granted Mr. Ward certain registration rights for no
less than 50,000 shares of Company common stock issued in connection with the
acquisition. The transaction was accounted for as a purchase. The acquisition of
Christian Speakers was deemed "significant," accordingly, separate historical
and pro forma financial statements will be filed no later than seventy-five days
after the consummation of the acquisition.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Inapplicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Inapplicable.
ITEM 5. OTHER EVENTS
Inapplicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTOR
Inapplicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The appropriate financial statements are filed herewith as Annex A.
<PAGE>
(b) Pro Forma Financial Information.
The appropriate pro forma financial information relating to the
acquisition is filed herewith as Annex A.
ITEM 8. CHANGE IN FISCAL YEAR
Inapplicable.
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.
iEXALT, INC.
By: /s/ JONATHON GILCHRIST
Jonathan Gilchrist, Secretary
DATE: February 14, 2000
<PAGE>
EXHIBITS
EXHIBIT NO. PAGE
1.1(1) Stock Purchase Agreement with Christian Speakers, Inc.... A-1
(1) Previously filed as an exhibit to the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on December 16, 1999
and incorporated herein by reference.
<PAGE>
ANNEX-A
INDEPENDENT AUDITOR'S REPORT
To the Shareholder and Board of Directors of
ChristianSpeakers.com, Inc.
(Formerly Premiere Speakers Bureau, Inc.)
We have audited the accompanying balance sheet of ChristianSpeakers.com, Inc.
(formerly Premiere Speakers Bureau, Inc.) as of November 30, 1999 and the
related statement of income and retained deficit and cash flows for the eleven
months ended November 30, 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 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 ChristianSpeakers.com, Inc.
(formerly Premiere Speakers Bureau, Inc.) at November 30, 1999 and the results
of its operations and its cash flows for the eleven months ended November 30,
1999, in conformity with generally accepted accounting principles.
As more fully discussed in Note A to these financial statements, these financial
statements reflect only the financial position, results of operations and cash
flows of the Christian related assets, liabilities, revenues and expenses. All
secular operations of the Company have been excluded from these financial
statements based on management's best estimates and analysis.
/s/ HARPER & PEARSON COMPANY
Harper & Pearson Company
Houston, Texas
February 11, 2000
<PAGE>
CHRISTIANSPEAKERS.COM, INC.
BALANCE SHEET
NOVEMBER 30, 1999
- --------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash ......................................................... $ 1,594
Prepaid speaker expenses ..................................... 92,763
---------
TOTAL CURRENT ASSETS ......................................... 94,357
---------
PROPERTY AND EQUIPMENT
Furniture and fixtures ....................................... 24,240
Computer systems and equipment ............................... 32,061
---------
56,301
Less accumulated depreciation ................................ (44,049)
---------
12,252
---------
OTHER ASSETS, net .............................................. 14,830
---------
$ 121,439
=========
LIABILITIES AND SHAREHOLDER'S DEFICIT
CURRENT LIABILITIES
Deferred revenues ............................................ $ 209,254
---------
TOTAL CURRENT LIABILITIES .................................... 209,254
---------
SHAREHOLDER'S DEFICIT
Common stock, no par value, 1,000 shares
authorized, 100 shares issued and
outstanding ................................................ 100
Retained deficit ............................................. (87,915)
---------
(87,815)
---------
$ 121,439
=========
See accompanying notes.
<PAGE>
CHRISTIANSPEAKERS.COM, INC.
STATEMENT OF INCOME AND RETAINED DEFICIT
FOR THE ELEVEN MONTHS ENDED NOVEMBER 30, 1999
- --------------------------------------------------------------------------------
REVENUES .................................................... $ 907,447
---------
COSTS AND EXPENSES
Speaker fees ........................................... 655,191
Salaries and wages ..................................... 156,767
General and administrative ............................. 35,912
Depreciation and amortization expense .................. 12,377
---------
860,247
---------
NET INCOME .................................................. 47,200
RETAINED DEFICIT, Beginning of Period ....................... (41,358)
DISTRIBUTION OF CAPITAL ..................................... (93,757)
---------
RETAINED DEFICIT, End of Period ............................. $ (87,915)
=========
See accompanying notes.
<PAGE>
CHRISTIANSPEAKERS.COM, INC.
STATEMENT OF CASH FLOWS
FOR THE ELEVEN MONTHS ENDED NOVEMBER 30, 1999
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ................................................... $ 47,200
---------
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation .............................................. 12,377
Change in operating assets and liabilities:
Prepaid speaker expenses ................................ (29,563)
Deferred revenues ....................................... 82,254
---------
Total Adjustments ............................................ 65,068
---------
Net Cash Provided by Operating Activities .................... 112,268
---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, equipment and other assets ............. (22,892)
---------
Net Cash Used by Investing Activities ........................ (22,892)
---------
CASH FLOWS FROM FINANCING ACTIVITIES
Distribution of capital ...................................... (93,757)
---------
Net Cash Used by Financing Activities ........................ (93,757)
---------
NET DECREASE IN CASH .......................................... (4,381)
CASH AT BEGINNING OF PERIOD ................................... 5,975
---------
CASH AT END OF PERIOD ......................................... $ 1,594
=========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest ....................................... $ 109
=========
See accompanying notes.
<PAGE>
CHRISTIANSPEAKERS.COM, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE ELEVEN MONTHS ENDED NOVEMBER 30, 1999
- --------------------------------------------------------------------------------
NOTE A BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ChristianSpeakers.com, Inc. formerly Premiere Speakers Bureau, Inc.
(the Company) was organized in 1994 in the State of Tennessee. The
Company schedules Christian speakers to speak at various events and
meetings throughout the United States.
As further discussed in Note E, all of the outstanding stock, assets
and Christian-based operations of the Company were acquired by
iExalt, Inc. on December 1, 1999. The purchase method of accounting
was used by iExalt, Inc. to account for this transaction. The
accompanying financial statements of the Company have been prepared
as a separate entity for the assets and Christian-based operations
acquired. Accordingly, certain liabilities and expenses relating to
the secular operations that were previously recorded in the
Company's accounting records prior to the acquisition by iExalt have
been omitted from the accompanying financials statements. If the
secular liabilities and expenses had been reflected in the
accompanying financial statements, the financial position and
results of operations would be significantly different from the
financial position and results of operations reflected herein.
MANAGEMENT'S 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 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. While it is believed that such estimates are
reasonable, actual results could differ from those estimates.
CONCENTRATIONS OF CREDIT RISK - Financial instruments, which
potentially subject the Company to concentrations of credit risk,
consist principally of cash. The Company places its cash with high
credit quality financial institutions.
FINANCIAL INSTRUMENTS - The estimated fair values of the Company's
financial instruments approximate their carrying value because of
the short-term maturity of these instruments or the stated interest
rates are indicative of market interest rates.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid
debt instruments having maturities of three months or less at the
date of purchase to be cash equivalents.
PREPAID SPEAKER FEES - The Company defers amounts paid to speakers
until such time as the speech has been performed.
<PAGE>
CHRISTIANSPEAKERS.COM, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE ELEVEN MONTHS ENDED NOVEMBER 30, 1999
- --------------------------------------------------------------------------------
NOTE A BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT - Property and equipment is carried at
original cost. Maintenance or repair costs are charged to expense as
incurred. When assets are sold or retired, the remaining costs and
related accumulated depreciation are removed from the accounts and
any resulting gain or loss is included in income. For financial
reporting purposes, depreciation of property and equipment is
provided using the straight-line method based upon the expected
useful lives of the assets. Estimated useful lives of assets are as
follows:
Furniture and fixtures 5-10 years
Computers and equipment 3 years
OTHER ASSETS - Other assets consist of website costs which are
amortized on a straight-line basis over the anticipated useful life
of three years.
REVENUE RECOGNITION - The Company recognizes revenue for services
when the event or speech occurs.
INCOME TAXES - The Company operates as an "S" corporation.
Accordingly, no provision for income taxes has been included as the
income taxes for the Company are reflected in the shareholder's
individual tax return.
NOTE B Related PARTY TRANSACTIONS
In connection with the acquisition of the Christian-based operations
by iExalt, Inc. on December 1, 1999, the Company spun off its
secular operations to Premiere Speakers, Inc., a company
wholly-owned by the Company's president. The Company shares office
space, personnel and general and administrative expenses with
Premiere Speakers, Inc. Such expenses have been allocated for the
eleven-month period ended November 30, 1999 based upon management's
best estimate of the actual expenses between the Company and
Premiere Speakers, Inc. except for certain liabilities and
automobile expenses of $44,846 which were fully allocated to the
secular operations as part of the purchase agreement between the
Company and iExalt, Inc. Total 1999 expenses allocated to Premiere
Speakers, Inc. amounted to $189,230.
<PAGE>
CHRISTIANSPEAKERS.COM, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE ELEVEN MONTHS ENDED NOVEMBER 30, 1999
- --------------------------------------------------------------------------------
NOTE C EMPLOYEE BENEFIT PLAN
The Company sponsors a 401(k) defined contribution plan for
substantially all of its employees. The Company's portion of
employer contributions made in 1999 amounting to $11,660 is included
in general and administrative expenses on the accompanying income
statement. In October 1999, the Company merged its 401(k) defined
contribution plan into that of an employee leasing company. Under
the new plan, employer contributions will not be made.
NOTE D LEASES
The Company leases its office space from Premiere Speakers, Inc.
under a long-term lease. The Company also subleases certain of its
office space to other unrelated entities on a month-to-month basis.
Rent expense under operating leases, net of sublease rental receipts
amounted to $80 for the eleven months ended November 30, 1999.
Future minimum lease payments on a calendar year basis, under
noncancelable operating leases with initial or remaining lease terms
in excess of one year at November 30, 1999 are as follows:
1999 $ 1,700
2000 17,260
2001 17,064
2002 2,844
Less minimum sublease rental receipts for December 1999 (1,700)
--------
$ 37,168
========
NOTE E SUBSEQUENT EVENT
On December 1, 1999, all of the outstanding common stock, assets and
Christian-based operations of the Company operating under the name
ChristianSpeakers.com, Inc. were acquired by iExalt, Inc. (iExalt).
Subsequent to the purchase, the Company changed its name to
"ChristianSpeakers.com, Inc." The secular-based operations were spun
off at closing into "Premiere Speakers, Inc.", a company
wholly-owned by the Company's president.
In consideration for this purchase, the selling shareholder received
$10,000 and a non-interest bearing note receivable for $30,000 due
in six monthly payments of $5,000 each. Additionally, the selling
shareholder received 500,000 shares of common stock of iExalt and
250,000 common stock options exercisable at $1.80 per share. The
options vest in the amount of 50,000 shares per year on the
<PAGE>
CHRISTIANSPEAKERS.COM, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE ELEVEN MONTHS ENDED NOVEMBER 30, 1999
- --------------------------------------------------------------------------------
NOTE E SUBSEQUENT EVENT (CONTINUED)
anniversary date of the acquisition. Should iExalt file a
registration statement, the selling shareholder shall have the right
to include no less than 50,000 shares in such offering. The selling
shareholder also entered into a five-year employment agreement with
iExalt.
As part of the purchase agreement, iExalt has the option to purchase
Premiere Speakers, Inc. during the twelve-month period commencing
December 1, 1999. The option purchase price shall be the lesser of
one times the most recent twelve months revenues or three times net
earnings before interest, taxes, depreciation and amortization
annualized based upon the previous three months of its operations.
The unaudited pro forma results of operations of iExalt, Inc. and
the Company for the eleven months ended November 30, 1999 are shown
below.
<TABLE>
<CAPTION>
CHRISTIAN PRO FORMA
iEXALT SPEAKERS ADJUSTMENTS PRO FORMA
(UNAUDITED) (AUDITED) (UNAUDITED) (UNAUDITED)
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues ................................... $ 1,145,406 $ 907,447 $ -- $ 2,052,853
------------ ------------ ------------ ------------
Net Income (loss) .......................... $ (823,800) $ 47,200 $ 189 $ (776,411)
============ ============ ============ ============
Loss Per Share ............................. $ (0.036)
============
ProForma Weighted Average Shares Outstanding 21,619,166
============
Assets:
Current Assets ............................. $ 325,439 $ 94,357 $ -- $ 419,796
Property &
Equipment, net ............................. 277,765 12,252 -- 290,017
Goodwill, net .............................. 445,621 -- 502,815 948,436
Other Assets, net .......................... 163,562 14,830 -- 178,392
------------ ------------ ------------ ------------
Total Assets ............................... $ 1,212,387 $ 121,439 $ 502,815 $ 1,836,641
============ ============ ============ ============
Liabilities and Shareholder's Equity:
Current Liabilities ........................ $ 679,696 $ 209,254 $ -- $ 888,950
Long-term Liabilities ...................... 350,000 -- -- 350,000
Shareholder's Equity (Deficit) ............. 182,691 (87,815) 502,815 597,691
------------ ------------ ------------ ------------
Total Liabilities &
Shareholder's Equity ...................... $ 1,212,387 $ 121,439 $ 502,815 $ 1,836,641
============ ============ ============ ============
</TABLE>
CHRISTIANSPEAKERS.COM, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE ELEVEN MONTHS ENDED NOVEMBER 30, 1999
- --------------------------------------------------------------------------------
NOTE E SUBSEQUENT EVENT (CONTINUED)
Pro forma adjustments to net income reflects goodwill amortization
of $11,523 and $11,712 of additional savings from consolidated
administrative expenses.
In management's opinion, the pro forma combined results of
operations may not be indicative of the actual results that would
have occurred had the acquisition been consummated at the beginning
of 1999 or of the future operations of the combined companies. The
purchase price paid by iExalt in excess of net book value, referred
to as goodwill of the Company, will be amortized over a forty-year
period.
