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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 1, 1998
DYNAMICWEB ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
New Jersey 0-10039 22-2267658
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Ident. No.)
271 Route 46 West, Building F,
Suite 209, Fairfield, New Jersey 07004
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (973) 244-1000
N/A
(Former name or former address, if changed since last report.)
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PAGE 1
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(b) The pro forma financial information is included herein
at Exhibit 99.2.
(c) The following exhibits are filed herewith:
99.2 Pro Forma Financial Information
PAGE 2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this Form 8-K/A to be
signed on its behalf by the undersigned hereunto duly authorized.
DYNAMICWEB ENTERPRISES, INC.
Dated: November 10, 1998
By \s\ Steve Vanechanos, Jr.
Steve Vanechanos, Jr.
President
<PAGE 3>
EXHIBIT 99.2
DYNAMICWEB ENTERPRISES, INC. AND SUBSIDIARIES
Unaudited Pro Forma Condensed Financial Statements
On May 1, 1998, DynamicWeb Enterprises, Inc. and
subsidiaries (the "Company") completed a stock-for-stock exchange
transaction with Design Crafting, Inc. ("Design") which will be
accounted for as a purchase in accordance with Accounting
Principle Board No. 16. The transaction was previously presented
on the basis of a pooling of interests. The following unaudited
pro forma condensed consolidated statement of operations for the
year ended September 30, 1997 and the unaudited pro forma
consolidated balance sheet as of September 30, 1997 are adjusted
to give effect to the combination with Design by the issuance by
the Company of 92,500 of its common shares in exchange for 100%
of the Design shares as if such transaction had occurred on
October 1, 1996 for the purposes of presenting pro forma
statement of operations data and as of September 30, 1997, for
presenting the pro forma balance sheet data.
The unaudited condensed pro forma consolidated balance sheet
and statement of operations should be read in conjunction with
the notes thereto and the audited financial statements of the
Company and Design and the notes thereto. The pro forma
information is not necessarily indicative of what the financial
position and results of operations would have been had the
transactions occurred earlier, nor do they purport to represent
the future financial position or results of operations of
DynamicWeb Enterprises, Inc. and subsidiaries.
Unaudited Pro Forma Condensed Financial Statement Adjustments
[1] To record the preliminary allocation of the purchase of
Design Inc. valued at $474,063. The pro forma information
includes the issuance of 92,500 shares of the Company's
common stock on May 1, 1998. It does not reflect any
contingently issuable shares, up to 10,000, that may be
issued in the event that the Company collects certain
amounts from the realization of certain assets reported on
the Design Crafting, Inc. balance sheet as of May 1, 1998.
[2] To record amortization of excess of cost over net
assets of acquired business over ten years.
[3] The pro forma weighted average number of shares
outstanding is as follows:
(a) Includes 654,597 shares of the Company's common
stock subsequently contributed by certain of the Company's
shareholders in exchange for 125,000 warrants.
<PAGE 1>
(b) 92,500 shares issued in connection with the
purchase transaction as if they were outstanding for the
entire period presented.
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<PAGE>
DynamicWeb Enterprises, Inc. and Subsidiaries
Pro Forma Consolidated Balance Sheet Data
Unaudited
<TABLE>
<CAPTION>
Historical
--------------------------------------
DynamicWeb
Enterprises, Inc. Design
and Subsidiaries Crafting, Inc. As Revised As Revised
as of as of Pro Forma Pro Forma
September 30, 1997 September 30, 1997 Adjustments Consolidated
------------------ ------------------ ----------- ------------
(Unaudited)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 188,270 $ 5,015 $ 193,285
Accounts receivable, less allowance for
doubtful accounts 100,425 56,812 157,237
Prepaid and other current assets 20,738 468 21,206
---------- -------- ----------
Total current assets 309,433 62,295 371,728
Property and equipment 284,512 4,602 289,114
Excess of cost over net assets of acquired
business $445,438 445,438
Patents and trademarks, less accumulated
amortization 21,808 21,808
Customer list, less accumulated amortization 83,333 83,333
Deferred registration costs 128,169 128,169
Other assets and fees 60,461 60,461
---------- -------- -------- ----------
$ 887,716 $ 66,897 $445,438 $1,400,051
========== ======== ======== ==========
LIABILITIES
Current liabilities:
Accounts payable $ 182,340 $ 182,340
Accrued expenses 165,941 $ 30,597 196,538
Current maturities of long-term debt 7,925 7,925
Loan payable - banks 24,049 24,049
Loans from stockholders 117,163 117,163
Deferred revenue 15,065 15,065
Subordinated notes payable 840,873 840,873
Taxes payable - current 1,480 1,480
Taxes payable - deferred 6,195 6,195
---------- -------- ----------
Total current liabilities 1,353,356 38,272 1,391,628
Long-term debt, less current maturities 185,811 185,811
---------- -------- ----------
1,539,167 38,272 1,577,439
---------- -------- ----------
CAPITAL DEFICIENCY
$ (1,000)(1)
Common stock 214 1,000 9 (1) 223
Additional paid-in capital 3,530,324 474,054 (1) 4,004,378
Unearned portion of compensatory stock options (204,000) (204,000)
Accumulated deficit (3,577,989) 27,625 (27,625)(1) (3,577,989)
---------- -------- -------- ----------
(251,451) 28,625 445,438 222,612
Less treasury stock (400,000) (400,000)
---------- -------- -------- ----------
Total capital deficiency (651,451) 28,625 445,438 (177,388)
---------- -------- -------- ----------
$ 887,716 $ 66,897 $445,438 $1,400,051
========== ======== ======== ==========
</TABLE>
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<PAGE>
DynamicWeb Enterprises, Inc. and Subsidiaries
Pro Forma Consolidated Statement of Operations Data
Unaudited
<TABLE>
<CAPTION>
Historical
---------------------------------------
DynamicWeb
Enterprises, Inc. Design
and Subsidiaries Crafting, Inc. As Revised As Revised
for the year ended for the year ended Pro Forma Pro Forma
September 30, 1997 September 30, 1997 Adjustments Consolidated
(Unaudited)
<S> <C> <C> <C> <C>
Net sales:
System sales $ 116,106 $ 116,106
Services 521,071 $462,541 983,612
---------- -------- ----------
637,177 462,541 1,099,718
---------- -------- ----------
Cost of sales:
System sales 40,323 40,323
Services 213,180 384,244 597,424
---------- -------- ----------
253,503 384,244 637,747
---------- -------- ----------
Gross profit 383,674 78,297 461,971
---------- -------- ----------
Expenses:
Selling, general and administrative 1,854,686 65,772 $ 44,543 (2) 1,965,001
Research and development 234,808 234,808
---------- -------- -------- ----------
2,089,494 65,772 44,543 2,199,809
---------- -------- -------- ----------
Operating income (loss) (1,705,820) 12,525 (44,543) (1,737,838)
Purchased research and development (713,710) (713,710)
Interest expense (770,041) (770,041)
Interest income 5,068 5,068
---------- -------- -------- ----------
Income (loss) before income taxes (3,184,503) 12,525 (44,543) (3,216,521)
Income tax (expense) benefit 21,700 (3,250) 18,450
---------- -------- -------- ----------
Net income (loss) $(3,162,803) $ 9,275 $(44,543) $(3,198,071)
=========== ======== ======== ===========
Pro forma net loss per pro forma weighted
average number of shares outstanding $(2.16)
======
Pro forma weighted average number of shares
outstanding 1,386,383 (3)(a) 92,500 (3)(b) 1,478,883
========== ======== ===========
</TABLE>
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