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) March 11, 1999
NET LNNX, INC.
(Exact name of Net Lnnx as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation)
333-5862 23-1726390
(Commission File Number (IRS Employer Identification No.)
7700 N.W. 37th Avenue
Miami, Florida 33147
(Address of principal executive office) (Zip Code)
Net Lnnx's telephone number, including area code: (305) 691-2800
__________________________________________________
(Former name or former address, if changed since last report.)
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statement of Business Acquired:
The audited Financial Statement of PrintOnTheNet.Com,
Inc. as of February 17,1999 is filed as part of this Current
Report on Form 8-K/A.
(b) Pro Forma Financial Information required pursuant to
Article 11 of Regulation S-X:
The Pro Forma Combined Balance Sheet of Net Lnnx, Inc.
and PrintOnTheNet.Com, Inc. as of December 31, 1998 is
filed as part of this Current Report on Form 8-K/A.
(c) Exhibits
The following exhibits were filed as part of the Current
Report of Form 8-K filed with the Commission on March 26, 1999:
10.1 Agreement and Plan of Merger dated February
18, 1999, including all exhibits.
10.2 Plan of Merger (Exhibit A to the Agreement and
Plan of Merger).
10.3 Exclusive Production and Sales Agreement
(Exhibit B to the Agreement and Plan of Merger).
16.1 Letter regarding change in Certifying Accountant.
20.1 Net Lnnx's Schedule 14(F)(1), Information
Statement pursuant to Section 14(F) of the
Securities Exchange Act of 1934 and Rule 14(F)(1)
thereunder (filed with the Commission on March 1,
1999, and incorporated herein by reference).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Net Lnnx, Inc. has duly caused this Report to be signed on
its behalf by the undersigned hereunto duly authorized.
NET LNNX, INC.
Date: May 5, 1999 By: /s/ Benjamin Rogatinsky
Benjamin Rogatinsky, President
and Chief Executive Officer
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Page
PrintOnTheNet.Com, Inc.:
Independent Auditors' Report. . . . . . . . . . . . . . . . . . F-1
Balance Sheet as of February 17, 1999 . . . . . . . . . . . . . F-2
Notes to Balance Sheet. . . . . . . . . . . . . . . . . . . . . F-3
Pro Forma Financial Information:
Pro Forma Combined Balance Sheet as of December 31, 1998. .. . .F-4
Notes to Pro Forma Financial Information. . . . . . . . . . . . F-5
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
PrintOnTheNet.Com, Inc.
We have audited the accompanying balance sheet of
PrintOnTheNet.Com, Inc. (A Development Stage Company) as of
February 17, 1999. This financial statement is the responsibility
of the Company's management. Our responsibility is to express an
opinion on this financial statement 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
balance sheet is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet
presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the balance sheet referred to above presents
fairly, in all material respects, the financial position of
PrintOnTheNet.Com, Inc. at February 17, 1999 in conformity with
generally accepted accounting principles.
BERKOWITZ DICK POLLACK & BRANT, LLP
Miami, Florida
February 17, 1999
(except for Note A to which
the date is March 11, 1999)
<PAGE> F-1
PRINTONTHENET.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
February 17, 1999
ASSETS
Cash $ 25,000
----------
TOTAL ASSETS $ 25,000
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
COMMITMENT
SHAREHOLDERS' EQUITY
Common stock, no par value; 1,000
shares authorized, issued and outstanding $ 30,652
Deficit accumulated during the development stage (5,652)
----------
TOTAL SHAREHOLDERS' EQUITY 25,000
----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 25,000
==========
See notes to balance sheet.
<PAGE> F-2
PRINTONTHENET.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO BALANCE SHEET
February 17, 1999
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization: PrintOnTheNet.Com, Inc. (the "Company"), a Delaware
Corporation, was incorporated on January 27, 1999 (inception) for
the purpose of merging into a subsidiary of a non-operating public
company. The merger was consummated on March 11, 1999. The
transaction will be accounted for as equivalent to the issuance of
the Company's stock for the net monetary assets of the public shell
subsidiary, accompanied by a recapitalization. The Company is in
the development stage and plans on providing commercial printing
services via the Internet.
Shareholders capitalized the Company with $30,652 which is
reflected as 1,000 shares of common stock. The Company expended
$5,652 in organization costs which is reflected as the Company's
deficit accumulated during the development stage.
Income Taxes: The Company is a C Corporation. Income taxes will
be recorded based on the future tax effects of the difference
between the tax and financial reporting bases of the Company's
assets and liabilities. In estimating future tax consequences,
expected future events are considered, except for potential income
tax law or rate changes.
Commitment: On February 17, 1999, the Company executed an
exclusive production and sales agreement (the "Agreement") with two
companies ("the Sellers") affiliated with the Company through
common ownership. Once operations commence, it is anticipated
that the Company will be dependent upon these affiliates for all of
its commercial printing needs. In accordance with the Agreement,
the Sellers will sell to the Company any and all printed goods and
items for the Company to resell via the Internet. The Agreement
contains non-compete and non-solicitation covenants whereby the
Sellers cannot compete with the Company nor solicit business
similar to the business conducted by the Company over the term of
this Agreement and for a period of three years from the termination
of this Agreement. The Agreement is for a term of two years and
can continue from year to year thereafter, unless terminated in
accordance with the Agreement.
<PAGE> F-3
NET LNNX, INC. AND SUBSIDIARY
(A Development Stage Company)
PROFORMA COMBINED BALANCE SHEET
December 31,1998
<TABLE>
<CAPTION>
PROFORMA
ADJUSTMENTS
NET LNNX, PRINTONTHENET. INCREASE PROFORMA
INC. COM, INC. (DECREASE) COMBINED
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 1,446 $ 25,000 $ - $ 26,446
Loans receivable-related
parties 5,000 - (5,000)(a) -
Prepaid expenses 1,550 - - 1,550
---------- ---------- ----------- -----------
TOTAL CURRENT
ASSETS 7,996 25,000 - 27,996
Property and equipment, net 4,972 - (4,972)(a) -
---------- ---------- ----------- -----------
TOTAL ASSETS $ 12,968 $ 25,000 $ (9,972) $ 27,996
---------- ---------- ----------- -----------
---------- ---------- ----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 8,000 $ - $ - $ 8,000
Accrued expenses 100 - - 100
---------- ---------- ----------- -----------
Total current liabilities 8,100 8,100
SHAREHOLDERS' EQUITY
Preferred stock - 1,000 (a) 1,000
Common stock 1,000 30,652 (7,104)(a) 24,548
Additional paid-in-capital 1,830,324 - (1,830,324)(a) -
Accumulated deficit (1,826,456) - 1,826,456 (a) -
Deficit accumulated during
the development stage - (5,652) - (5,652)
---------- ---------- ----------- -----------
TOTAL SHAREHOLDERS' EQUITY 4,868 25,000 (9,972) 19,896
---------- ---------- ----------- -----------
TOTAL LIABILITIES
AND SHAREHOLDERS' EQUITY $ 12,968 $ 25,000 $ (9,972) $ 27,996
---------- ---------- ----------- -----------
---------- ---------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of this pro forma
financial statement.
<PAGE> F-4
NET LNNX, INC. AND SUBSIDIARY
NOTES TO PRO FORMA FINANCIAL INFORMATION
The accompanying Pro Forma Combined Balance Sheet as of December
31, 1998 has been prepared based on the historical financial
statements of Net Lnnx, Inc. (the "Registrant") and the opening
balance sheet as of February 17, 1999 of PrintOnTheNet.Com, Inc. (a
development stage company) ("POTN"). The Pro Forma Balance Sheet
has been adjusted to give effect to the transaction with POTN, the
acquired company, completed on March 11, 1999.
The Pro Forma Combined Balance Sheet should be read in conjunction
with the historical financial statements, including the notes
thereto, of the Registrant (Form 10KSB for the year ended December
31, 1998) and the opening balance sheet of POTN as of February 17,
1999 (included herein).
The Pro Forma Combined Balance Sheet has been presented as if the
transaction described in the following paragraph with POTN occurred
on December 31, 1998. A Pro Forma Combined Statement of Operations
giving effect to the acquisition as if it took place on January 1,
1998 has not been presented since the only activity of POTN
represents organization costs which have been expensed for
financial reporting purposes.
On March 11, 1999 a newly formed subsidiary of the Registrant
acquired all of the outstanding common stock of POTN in exchange
for 16,500,000 no par value shares of the Registrant's common stock
and 1,000,000 no par value shares (stated value of $.001 per share)
of the Registrant's preferred stock, which is convertible into
7,200,000 shares of common stock. Concurrent with this transaction
the newly formed subsidiary was merged into POTN with POTN being
the surviving wholly-owned subsidiary of the Registrant. For
accounting purposes the acquisition has been treated as a
recapitalization of POTN with POTN as the acquirer (reverse
acquisition).
PROFORMA COMBINED FINANCIAL STATEMENT ADJUSTMENTS
(a) To reflect the net realizable value of certain assets
resulting from the reverse acquisition and to reflect the
recapitalization of POTN as if the acquisition took place on
December 31, 1998.
<PAGE> F-5
