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)
Jack Tompkins
304 Longwoods Lane
Houston, Texas 77024
(713) 223-5800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 1, 1999
(Date of Event That 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 Jack I. Tompkins, p. 1 of 6 pages
<PAGE>
AMENDED 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
| | Jack I. Tompkins
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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
| |
| | 4,037,500
---------------------------------------------------------
NUMBER OF | 8 | SHARED VOTING POWER
SHARES | |
BENEFICIALLY | |
OWNED BY EACH ---------------------------------------------------------
REPORTING | 9 | SOLE DISPOSITIVE POWER
PERSON WITH | |
| | 4,037,500
---------------------------------------------------------
|10 | SHARED DISPOSITIVE POWER
| |
| |
--------------------------------------------------------------------------------
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |
| | 4,067,500
--------------------------------------------------------------------------------
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| | SHARES * [ ]
--------------------------------------------------------------------------------
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| |
| | 19.34%
--------------------------------------------------------------------------------
| 14 | TYPE OF REPORTING PERSON *
| |
| | IN
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Amended 13D of Jack I. Tompkins, 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 iExalt, Inc.
Issuer's Principal 4301 Windfern
Executive Offices: Houston, Texas 77041
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name of Persons Filing and Place of Organization:
This Schedule 13D is being filed by Jack I. Tompkins
CIK: 0001095829
(b) Address of Principal Business Office:
4301 Windfern
Houston, Texas 77041
(c) Principal Business:
Mr. Tompkins is a Director of the Issuer. His principal
occupation is CEO and Chairman of the Board of iExalt,
Inc., the Issuer. 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
(f) U.S. Citizen
Amended 13D of Jack I. Tompkins, p. 3 of 6 pages
<PAGE>
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, Jack I. Tompkins exchanged all of his
shares of iExalt Texas for 4,875,000 shares of the Issuer's Common Stock.
Mr. Tompkins sold or gifted 837,500 shares to family trusts and others,
resulting in a change of more than 1%, which necessitated the filing of this
Amended 13-D.
ITEM 4. PURPOSE OF THE TRANSACTION.
The transaction described in Item 3. above occurred as a result of
negotiations with the Issuer and subsequent to a shareholders meeting of the
Issuer approving the transaction. The purpose of the transaction was to vest
control of the Issuer in iExalt Texas.
Amended 13D of Jack I. Tompkins, p. 4 of 6 pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
a. Mr. Tompkins is the beneficial owner of 4,037,500 shares of
Common Stock, which represents 19.34% of the Issuer's
Common Stock as of September 1, 1999.
b. Mr. Tompkins has sole voting and dispositive power for
4,037,500 shares of Common Stock.
c. Except as described herein, Mr. Tompkins 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.
None.
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 Jack I. Tompkins, 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 18, 2000
/s/ Jack I. Tompkins
Jack I. Tompkins
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 Jack I. Tompkins, p. 6 of 6 pages
