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) July 6, 1999
GENISYS RESERVATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
New Jersey
(State or Other Jurisdiction of Incorporation)
0-29188 22-2719541
(Commission File Number) (I.R.S. Employer Identification No.)
2401 Morris Avenue, Union, New Jersey 07083
(Address of principal executive offices) (Zip Code)
- --------------------------------------------------------
(908) 810-8767
(Registrant's telephone number, including area code)
- ---------------------------------------------------------------
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ITEM 5.Other Matters
At the request of the Panel of The NASDAQ-Amex Market Group reviewing
the continued listing of the Company's securities, the Company was requested:
"On or before July 7, 1999, the Company must make a public filing with the SEC
and Nasdaq evidencing a minimum of $2,550,000 in net tangible assets. The filing
must contain a May 31,1999 balance sheet with pro forma adjustments for any
significant events or transactions occurring or before the filing date."
For purposes of continued listing of the Company's securities on
NASDAQ's Small Cap Market, the NASDAQ-Amex Market Group requested a public
filing with the SEC and NASDAQ on or before July 7, 1999 evidencing a minimum of
$2,550,000 net tangible assets (as defined by NASDAQ). The filing is to contain
a May 31, 1999 historical balance sheet with pro forma adjustments for any
significant events or transactions occurring on or before the filing date. Based
on the accompanying pro forma balance sheet as of May 31, 1999, the Company had
pro forma net tangible assets (as defined by NASDAQ) of $2,444,632 computed as
follows:
Stockholders' equity
(total assets minus liabilities) $2,493,632
==========
Less: Goodwill (reported in other assets) 49,000
----------
$2,444,632
Although as stated above the NASDAQ-Amex Market Group requested that the Company
evidence a minimum of $2,550,000 in net tangible assets (as defined by NASDAQ)
as of May 31, 1999. The NASDAQ-Amex Market Group requirement for continued
listing on NASDAQ's Small Cap Market with regard to net tangible assets is that
a company have net tangible assets (as defined by NASDAQ) of at least
$2,000,000. Therefore, the Company believes that it meets the requirement for
continued listing on NASDAQ's Small Cap market as to net tangible assets (as
defined by NASDAQ).
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial information
1. Pro Forma Balance Sheet at May 31, 1999.
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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.
Genisys Reservation Systems, Inc.
(Registrant)
By:___________________________
John Wasko, Treasurer
DATED: August 11, 1999
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GENISYS RESERVATION SYSTEMS, INC. AND SUBSIDIARIES
Development Stage Companies
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
May 31, 1999
(Unaudited)
Giving Effect
to Receipt of $790,000
Historical (Note B)
ASSETS (Note A) Adjustments
Current assets:
Cash and cash equivalents $ 45,415 $ 790,000 $ 835,415
Accounts receivable, less allowance for
doubtful accounts of $15,000 48,330 48,330
Prepaid expenses 41,434
-------- -------------- ---------
Total current assets 135,179 790,000 925,179
Investment in, and advances to, GEN O2, Inc. 434,777 434,777
Property and Equipment 105,929 105,929
Computer software, technology license and
related assets, less accumulated amortization 2,144,634 2,144,634
Other Assets 93,155 $ 93,155
------------ -------------- -----------
$ 2,913,674 $ 790,000 3,703,674
=========== ============= ==========
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Current maturities of long-term debt $ 334,375 $ 334,375
Accounts payable and accrued expenses $ 425,940 $ 425,940
Accrued interest payable-related party 188,269 $ 188,269
Accrued dividend payable 188,333 188,333
===========================
Total current liabilities 1,131,917 1,131,917
Long-Term debt, less current maturities $ 78,125 $ 78,125
---------- -------------
STOCKHOLDERS EQUITY: 1,703,632 790,000 2,493,632
------------ --------- ---------
$2,913,674 $ 790,000 $3,703,674
========= =========== =========
Note A - Represents the historical balance sheet at May 31, 1999.
Note B - Reflects the receipt of $790,000 in June 1999 from the private
placement of common stock and the resultant issuance of 526,667 shares of common
stock of the Company.
Note C - For purposes of continued listing of the Company's securities on
NASDAQ's Small Cap Market, the NASDAQ-Amex Market Group requested a public
filing with the SEC and NASDAQ on or before July 7, 1999 evidencing a minimum of
$2,550,000 net tangible assets (as defined by NASDAQ). The filing is to contain
a May 31, 1999 historical balance sheet with pro forma adjustments for any
significant events or transactions occurring on or before the filing date. Based
on the accompanying pro forma balance sheet as of May 31, 1999, the Company had
pro forma net tangible assets (as defined by NASDAQ) of $2,627,965 computed as
follows:
Stockholders' equity (total assets minus liabilities) $2,493,632
Less: Goodwill (reported in other assets) 49,000
$2,444,632
Note D - Although as stated above the NASDAQ-Amex Market Group requested that
the Company evidence a minimum of $2,550,000 in net tangible assets (as defined
by NASDAQ) as of May 31, 1999. The NASDAQ-Amex Market Group requirement for
continued listing on NASDAQ's Small Cap Market with regard to net tangible
assets is that a company have net tangible assets (as defined by NASDAQ) of at
least $2,000,000. Therefore, the Company believes that it meets the requirement
for continued listing on NASDAQ's Small Cap market as to net tangible assets (as
defined by NASDAQ).
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