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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 14, 1999
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Date
REGENT GROUP INC.
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(Exact name of registrant as specified in charter)
Delaware 0-3338 22-1558317
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
720 Milton Road, Suite J-3 Rye, New York 10580
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 921-6389
477 Madison Avenue, Suite 701 New York, New York 10022
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(Former name or former address, if changed since last report)
<PAGE>
This form 8-K/A of Regent Group, Inc. ("Regent" or the "Company")
constitutes Amendment No. 1 to the Company's Current Report on Form 8-K (the
"Original Form 8-K") which was filed with the Securities and Exchange Commission
(the "SEC") on July 21, 1999. This amendment sets forth the information required
by Items 7(a) and 7(b) omitted from the Original Form 8-K.
The statements in this Current Report on Form 8-K/A that are not historical
facts, including, most importantly, those statements preceded by, followed by,
or that include the words "may," "believes," "expects," "anticipates," or the
negation thereof, or similar expressions, constitute "forward-looking
statements" that involve risks, uncertainties and other factors which may cause
actual results, performance or achievements to be materially different from any
outcomes expressed or implied by such forward-looking statements. For those
statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995. Such factors include, but are not limited to, other risks and
uncertainties detailed in the Company's other current and periodic filings with
the SEC. The Company will not undertake and specifically declines any obligation
to publicly release the results of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Page No.
--------
a. With respect to the acquisition of StockSiren.com, LLC
("StockSiren"), by Regent Group, Inc. ("Regent" or the
"Company") the following financial statements are presented
as follows: 1 - 7
On March 29, 1999 StockSiren.com, LLC acquired 100% of the
assets of StockSheet.com.
I. StockSheet.com's Financial Statements
(a) Report of Independent Public Accountants
(b) Balance Sheet as of December 31, 1998
(c) Statement of Operations
June 1, 1998 (Date of Inception)
through December 31, 1998
(d) Statement of Deficiency
June 1, 1998 (Date of Inception)
through December 31, 1998
(e) Statement of Cash Flows
June 1, 1998 (Date of Inception)
through December 31, 1998
(f) Notes to Financial Statements
b. Described below are the pro forma financial statements of
Regent Group, Inc., StockSheet.com and StockSiren.com, LLC
included herewith: 8 - 13
II. Year-End Pro Forma Financial Information
(a) Introduction to Unaudited Pro Forma Combined and
Condensed Financial Data
(b) Regent Group, Inc. and StockSheet.com Unaudited
Pro Forma Combined Statement of Operations for
the Year ended July 31, 1998
III. Interim Pro Forma Financial Information
(a) Regent Group, Inc. and StockSiren.com, LLC Unaudited
Pro Forma Combined Balance Sheet as of April 30, 1999
(b) Regent Group, Inc., StockSiren.com, LLC and StockSheet.com
Unaudited Pro Forma Combined Statements of Operations for
the Nine Months Ended April 30, 1999
(c) Notes to Unaudited Pro Forma Combined Financial Statements
Signatures 14
c. Exhibits
<PAGE>
STOCKSHEET.com
FINANCIAL STATEMENTS
DECEMBER 31, 1998
<PAGE>
STOCKSHEET.com
INDEX TO FINANCIAL STATEMENTS
Page
----
Independent Auditors' Report 1
Financial Statement:
Balance Sheet - December 31, 1998 2
Statement of Operations
June 1, 1998 (Date of Inception)
through December 31, 1998 3
Statement of Deficiency
June 1, 1998 (Date of Inception)
through December 31, 1998 4
Statement of Cash Flows
June 1, 1998 (Date of Inception)
through December 31, 1998 5
Notes to Financial Statements 6 - 7
<PAGE>
INDEPENDENT AUDITORS' REPORT
StockSheet.com
New York, NY
We have audited the accompanying balance sheet of StockSheet.com as of December
31, 1998, and the related statement of operations, deficiency and cash flows for
the period June 1, 1998 (Date of Inception) through December 31, 1998. 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 audits provide a reasonable basis for our opinion.
In our opinion, such financial statements referred to above present fairly, in
all material respects, the financial position of StockSheet.com as of December
31, 1998, and results of their operations and their cash flows for the period
June 1, 1998 (Date of Inception) through December 31, 1998 in conformity with
generally accepted accounting principles.
WIENER, GOODMAN & COMPANY, P.C.
Certified Public Accountants
August 5, 1999
Eatontown, NJ 07724
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<PAGE>
STOCKSHEET.com
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
------
Current Assets:
Cash $ 110
Accounts Receivable 278
-------
Total Current Assets $ 388
=======
LIABILITIES AND DEFICIENCY
--------------------------
Current Liabilities:
Accrued Expenses $ 7,712
--------
Commitments and contingencies
Deficiency:
Owners' Capital 4,000
Deficit (11,324)
--------
Total Deficiency (7,324)
--------
TOTAL LIABILITIES AND DEFICIENCY $ 388
========
See accountants' report and notes to financial statements.
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<PAGE>
STOCKSHEET.com
STATEMENT OF OPERATIONS
JUNE 1, 1998 (DATE OF INCEPTION) THROUGH DECEMBER 31, 1998
Income:
Advertising Income $ 3,264
--------
Operating costs and expenses 14,588
--------
Net Loss $(11,324)
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See accountants' report and notes to financial statements.
-3-
<PAGE>
STOCKSHEET.com
STATEMENT OF DEFICIENCY
<TABLE>
<CAPTION>
Cumulative Other
Comprehensive Comprehensive Owners'
Total Income (Loss) Deficiency Income (Loss) Capital
---------- ---------------- ------------ ------------------- ---------
<S> <C> <C> <C> <C> <C>
Capital - Contribution $ 4,000 $ -- $ -- $ -- $ 4,000
Net Loss - period June 1, 1998
(Date of Inception) through
December 31, 1998 (11,324) (11,324) (11,324) -- --
-------- --------- -------- --------- -------
Comprehensive Loss $ (11,324)
=========
Balance, December 31, 1998 $ (7,324) $(11,324) $ -- $ 4,000
======== ======== ========= =======
</TABLE>
See accountants' report and notes to financial statements.
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<PAGE>
STOCKSHEET.com
STATEMENT OF CASH FLOWS
June 1, 1999
(Date of Inception)
Through
December 31, 1998
-------------------
Cash flows from operating activities:
Net loss $(11,324)
Adjustments to reconcile net loss to
net cash used in operating
activities:
Increase in accounts receivable (278)
Increase in accrued expenses 7,712
--------
Net Cash Used in Operating
Activities (3,890)
Cash flows from financing activities:
Capital contribution 4,000
--------
Net Increase in Cash 110
Cash - beginning of year --
--------
Cash - end of year $ 110
========
See accountants' report and notes to financial statements.
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<PAGE>
STOCKSHEET.com
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
StockSheet.com (the "Company") is an Internet-based advertising and
publishing entity that owns and operates a financially oriented website
devoted to delivering comprehensive historical data on more than 8,000
publicly traded companies.
The Company is a sole proprietorship.
Use of Estimates
The preparation of the 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. Actual results could differ from those
estimates.
Revenue Recognition
Advertising Income - The Company recognizes revenue and related expenses
in the period in which the advertisement is exhibited.
Income Taxes
Income taxes on the Company's taxable income are paid personally by the
sole proprietor.
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<PAGE>
STOCKSHEET.com
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
2. RECENT DEVELOPMENTS
Effective March 29, 1999 the sole proprietor of StockSheet.com assigned
and transferred all rights and interest in WWW.StockSheet.com to
StockSiren.com, LLC for $1.00. On July 15, 1999 Regent Group, Inc.
acquired StockSiren.com, LLC.
StockSiren.com is a wholly owned subsidiary of Regent Group, Inc. and has
become its primary operating business. Regent Group, Inc. expects to
capitalize on the growing use of the Internet by investors and financial
professionals and will use StockSiren.com's four websites to tailor
advertising, editorial products and other financial public relations
services for clients wishing to reach this ever-increasing population. It
also plans to grow by integrating other websites and services into its
portfolio of offerings.
Regent Group, Inc., through its StockSiren.com, LLC subsidiary, operates
three websites focused on delivering high quality financial information.
The websites are StockSheet.com, StockTarget.com and StockSiren.com, each
of which has its own format and following. A fourth website, MarketOwl.com
is currently under development.
3. COMMITMENT AND CONTINGENCIES
The Company currently rents office space on a month to month basis.
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<PAGE>
Introduction to Unaudited Pro Forma
Combined and Condensed Financial Data
The Unaudited Pro Forma Combined Statement of Operations for the year ended July
31, 1998 and the nine months ended April 30, 1999 (the "Pro Forma Statements of
Operations") and the Unaudited Pro Forma Combined Balance Sheet as of April 30,
1999 (the "Proforma Balance Sheet" and, together with the Proforma Statements of
Operations, the "Pro Forma Financial Statements"), have been prepared to reflect
the purchase of StockSiren.com, LLC by the Company as of the beginning of the
periods presented in the Pro Forma Statement of Operations and as of April 30,
1999 in the Pro Forma Balance Sheet. The Pro Forma Statement of Operations for
the year ended July 31, 1999 combines the Company's twelve months ended July 31,
1999 and StockSheet.com's two months ended July 31, 1999. StockSheet.com was
acquired by StockSiren.com, LLC on March 29, 1999. StockSiren.com, LLC had no
operations prior to March 29, 1999. All operations prior to March 29, 1999
pertain to the operation of StockSheet.com. The Pro Forma Financial Statements
do not reflect any anticipated cost savings or any synergies that are
anticipated to result from the StockSheet.com acquisition. There can be no
assurance that any such cost savings or synergies will occur. The Pro Forma
Financial Statements do not purport to be indicative of the results of
operations or financial position of the Company that would have actually been
obtained had such transactions been completed as of the assumed dates and for
the period presented or which may be obtained in the future. The pro forma
adjustments are described in the accompanying notes and are based upon available
information and certain assumptions that the Company believes are reasonable.
The Pro Forma Financial Statements should be read in conjunction with historical
consolidated financial statements of Regent and the notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included in Regent's Form 10-K for the year ended July 31, 1998 and
Form 10-Q for the nine months ended April 30, 1999 previously filed with the
Securities and Exchange Commission and the historical financial statements of
StockSheet.com and the notes thereto included elsewhere herein.
A preliminary allocation of the purchase price has been made to major categories
of assets and liabilities in the accompanying Pro Forma Financial Statements
based on currently available information. The actual allocation of the purchase
price and the resulting effect on income from operations may differ
significantly from the pro forma amounts included herein. These pro forma
adjustments represent the Company's preliminary determination of purchase
accounting adjustments and are based upon available information and certain
assumptions that the Company believes to be reasonable. Consequently, the
amounts reflected in the Pro Forma Financial Statements are subject to change,
and the final amounts may differ substantially.
-8-
<PAGE>
Unaudited Pro Forma Combined Statement of Operations
Historical
<TABLE>
<CAPTION>
Pro Forma
Regent StockSheet.com Combined
Year Ended Two Months Ended Pro Forma Statement
July 31, 1998 July 31, 1998 Adjustments of Operations
------------------- -------------------- ---------------- --------------
<S> <C> <C> <C> <C>
Net sales $ 33,188 $ 466 $ -- $ 33,654
------------ ------ ------------
Cost and Expenses:
Cost of sales 4,102 -- 4,102
Selling, general and
administrative expenses 2,564,347 1,013[b] 277,499 2,842,859
Interest expense 435,129 -- 435,129
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3,003,578 1,013 3,282,090
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Loss from operations (2,970,390) (547) (3,248,436)
Gain on recission/
Extinguishment of debt 1,061,615 -- [c] 939,000 2,000,615
------------ ------ ------------
Loss before income tax
provision (1,908,775) (547) (1,247,821)
Income tax provision -- -- --
------------ ------ ------------
Net loss $ (1,908,775) $ (547) $ (1,247,821)
============ ====== ============
Loss per common share-basic $ (0.97) $ (0.10)
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Weighted average number
of common shares outstanding 1,975,639 13,075,639
============ ============
</TABLE>
See notes to unaudited pro forma statement of operations
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<PAGE>
<TABLE>
<CAPTION>
Unaudited Pro Forma Combined Balance Sheet
Historical
Regent StockSiren.com Pro Forma Pro Forma
April 30, 1999 April 30, 1999 Adjustments Combined
------------------ ------------------ ----------------- -----------------
Assets
<S> <C> <C> <C> <C>
Current Assets:
Cash $ 40,048 $ 643(b) $ (40,048) $ 643
Notes receivable 1,858,912 (b) (1,858,912) --
Prepaid expenses and
other current assets 23,011 -- (23,011) --
----------- ----- ------------
Total Current Assets 1,921,971 643 643
Property and equipment-net 2,514 -- (b) (2,514) --
Goodwill and intangible (a) 16,649,357
assets -- -- (b) (1,248,746) 15,400,611
----------- ----- ------------
TOTAL ASSETS $ 1,924,485 $ 643 $ 15,401,254
=========== ====== ============
Liabilities and Stockholders' Equity (Deficiency)
Current Liabilities:
Short-term debt $ 2,062,500 $ -- (b) (2,062,500) $ --
Accrued expenses 270,844 (b) (270,844) --
Due to officer 530,000 -- (b) (530,000) --
----------- ----- ------------
Total Current Liabilities 2,863,344 -- --
(a) 16,649,357
Stockholders' Equity (Deficiency) (938,859) 643(b) 938,859 15,401,254
----------- ----- ------------
(b) (1,248,746)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIENCY) $ 1,924,485 $ 643 $ 15,401,254
=========== ====== ============
</TABLE>
See notes to unaudited pro forma balance sheets
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<PAGE>
Unaudited Pro Forma Combined Statement of Operations
Historical
<TABLE>
<CAPTION>
StockSiren.com Pro Forma
Regent StockSheet.com Combined
Nine Months Ended Nine Months Ended Pro Forma Statement
April 30, 1999 April 30, 1999 Adjustments of Operations
--------------------- -------------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net sales $ -- $ 3,786 $ -- $ 3,786
----------- -------- -------------
Cost and Expenses:
Cost of sales -- -- --
Selling, general and
administrative expenses 465,144 16,459[b] 1,248,746 1,730,349
Interest expense 146,215 -- 146,215
----------- -------- -------------
611,359 16,459 1,876,564
----------- -------- -------------
Loss from operations (611,359) (12,673) (1,872,778)
Gain on exinguishment
of debt -- -- [c] 939,000 939,000
----------- -------- -------------
Loss before income tax
provision (933,778)
Income tax provision -- -- --
----------- -------- -------------
Net loss $ (611,359) $ (12,673) $ (933,778)
=========== ========= ==============
Loss per common share-basic $ (0.27) $ (0.07)
=========== ==============
Weighted average number
of common 2,296,327 13,396,327
=========== ==============
</TABLE>
See notes to unaudited pro forma statement of operations
-11-
<PAGE>
Notes to the Unaudited Pro Forma Combined
Statements of Operations
a) For purposes of the Pro Forma Statement of Operations for the Year ended
July 31, 1998, the StockSheet.com statement of operations for the two
months ended July 31, 1998 were combined with Regent's historical Statement
of Operations for the year ended July 31, 1998. For purposes of the Pro
Forma Statements of Operations for the nine-month period ended April 30,
1999, StockSiren.com and StockSheet.com historical statements of operations
were combined with Regent's historical Statement of Operations for the
nine-month period ended April 30, 1999.
b) The acquisition was accounted for using the purchase method of accounting.
Under purchase accounting, the total purchase price will be allocated to
all of the tangible and intangible assets and related liabilities, if any,
of StockSiren.com, LLC based upon their respective fair values as of the
closing date. The allocation will be based on valuations and other studies,
which are not yet finalized. The actual allocation of purchase price and
the resulting effect on net income may differ significantly from the pro
forma amounts included herein. The following presents the effect of the
purchase accounting adjustments and adjustments to reflect adoption of the
Company's accounting policies on the Pro Forma Statements of Operations:
Year Ended Nine Months Ended
July 31, 1998 April 30, 1999
SG&A SG&A
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Amortization of
intangibles and goodwill $277,499 $1,248,749
======== ==========
The adjustments for estimated pro forma amortization of intangible assets
and goodwill are based on their estimated fair values. Other intangible
assets and goodwill are being amortized over their estimated lives of
approximately 10 years.
c) This represents the transfer of existing assets and liabilities to RH
Holdings, LLC, an unaffiliated third party, which resulted in a gain of
approximately $939,000 in connection with this transaction.
-12-
<PAGE>
Notes to the Unaudited Pro Forma Balance Sheet
at April 30, 1999
a) The estimated purchase price and preliminary adjustments to historical back
value of StockSiren.com, LLC are as follows:
Purchase price:
Common stock issued $16,650,000
Book value of net
assets acquired 643
-----------
Purchase price in excess
of net assets acquired $16,649,357
===========
Preliminary allocation of purchase
price in excess of net assets
acquired:
Estimated goodwill and
intangibles $16,649,357
-----------
$16,649,357
===========
b) This represents the transfer of existing assets and liabilities to RH
Holdings, LLC., an unaffiliated third party, which resulted in a gain of
approximately $939,000 in connection with this transaction.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned thereunto duly authorized.
REGENT GROUP, INC.
Date: September 29, 1999 By: /s/ ANTHONY ESCAMILLA
----------------------------
Anthony Escamilla
Chief Executive Officer
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.
