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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2000
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number 0-18114
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VIRTUALFUND.COM, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA 41-1612861
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7100 Shady Oak Road
Eden Prairie, Minnesota 55344
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (952) 941-8687
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [_] No
[COVER PAGE 1 OF 2]
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of August 31, 2000 was $28,526.571 based on the last sale price
for the common stock as recorded by the National Association of Securities
Dealers on that date.
As of August 31, 2000, there were 17,003,204 shares of the registrant's common
stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
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PART IV
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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(The only change made in this amendment is the inclusion of the Independent
Auditors' Report from Deloitte & Touche LLP (for each of the two years in the
period ended June 30, 1999) which was omitted from the Form 10-K for the year
ended June 30, 2000 as originally filed.)
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 10-K.
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(a) 3. Exhibits
The exhibits to this Annual Report on Form 10-K, Amendment 1 are listed in the
Exhibit Index of this Report.
(The only change made in this amendment is the inclusion of Exhibit 23.1 which
was omitted from the Form !0-K for the year ended June 30, 2000 as originally
filed.)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: October 16, 2000
VIRTUALFUND.COM, INC.
By /s/ Melvin L. Masters
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Melvin L. Masters, President, Chief
Executive Officer and Chairman of
the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
President, Chief Executive Officer
/s/Melvin L. Masters and Chairman of the Board
------------------------------------ (Principal Executive Officer)
Melvin L. Masters
/s/Roger Wikner Director
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Roger Wikner
/s/Timothy R. Duoos Director
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Timothy R. Duoos
/s/Edward S. Adams Director
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Edward S. Adams
/s/ Stephen Fisher Director
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Stephen Fisher
/s/Timothy N. Thurn Chief Financial Officer and
------------------------------------ Principal Accounting Officer
Timothy N. Thurn
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INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
VirtualFund.com, Inc. and Subsidiaries
Eden Prairie, Minnesota
We have audited the consolidated balance sheets of VirtualFund.com, Inc. and
Subsidiaries (the Company) as of June 30, 1999 and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
two years in the period ended June 30, 1999 and financial statement schedules
listed in the index at Item 14(a)(2) for each of the two years in the period
ended June 30, 1997. These consolidated financial statements and financial
statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on the consolidated financial statements
and financial statement schedules based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated 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 consolidated financial statements present fairly, in all
material respects, the consolidated financial position of VirtualFund.com, Inc.
and Subsidiaries as of June 30, 1999 and the results of their operations and
their cash flows for each of the two years in the period ended June 30, 1999 in
conformity with accounting principles generally accepted in the United States of
America. Also, in our opinion, such financial statement schedules, when
considered in relation to the basic consolidated financial statements, taken as
a whole, present fairly in all material respects the information therein set
forth.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1, the
Company is experiencing difficulty in generating sufficient cash flow to meet
its obligations and sustain its operations, which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 1. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
October 21, 1999
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EXHIBIT INDEX
VirtualFund.com, Inc.
Annual Report on Form 10-K, Amendment 1
for the fiscal year ended June 30, 2000
(All Exhibits Were Filed With VirtualFund.com, Inc.'s Form 10-K
For The Year Ended June 30, 2000, Except That Exhibit 23.1 Is Filed With
This Amendment 1 to Form 10-K.)
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Exhibit
Number Description of Exhibits
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2.1 Agreement and Plan of Merger, dated as of December 18, 1998,
by and among VirtualFund.com, Inc., Virtual Acquisition Corp.
I, K&R Technical Services, Inc. and the shareholders of K&R
Technical Services, Inc. ..................................... Incorporated by reference to Exhibit 2.1
to the Company's Form 10-K for the fiscal
year ended June 30, 1998.
2.2 Asset Purchase Agreement, dated as of June 13, 2000, by and
among VirtualFund.com, Inc. and MacDermid
Incorporated.................................................. Incorporated by reference to the Company's
Form 8-K filed June 27, 2000.
3.1 Articles of Incorporation of the Company as amended
March 24, 1994................................................ Incorporated by reference to Exhibit 3.1 to
the Company's Form 10-K for the year ended
June 30, 1994
3.2 LaserMaster Technologies, Inc. Minutes of Shareholder Meeting
dated April 3, 1998 which amends Article I of the Article of
Incorporation to change the company name to VirtualFund.com,
Inc. ......................................................... Incorporated by reference to Exhibit 10.6
to the Company's Report on Form 10-K for
the fiscal year ended June 30, 1998
3.3 Restated Bylaws of the Company as amended March 24,
1994.......................................................... Incorporated by reference to Exhibit 3.2 to
the Company's Form 10-K for the fiscal year
ended June 30, 1994
3.4 Rights Agreement, dated as of October 9, 1998, between
VirtualFund.com, Inc. and Norwest Bank Minnesota, N.A., which
includes Exhibit A thereto the Form of Certificate of
Designation of Series A Junior Participating Preferred Stock,
and Exhibit B thereto the Form of Right Certificate........... Incorporated by reference to the Company's
Form 8A filed October 29, 1998
3.5 Amended Article III of Articles of Incorporation of the
Company, as amended September 5, 2000......................... Filed as Exhibit 3.5 to the Company's Report
on Form 10-K for the year ended June 30, 2000
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4.1 Certificate of Designation of the Powers, Preferences and
Rights, and Qualifications, Limitations and Restrictions, of
Series A Convertible Preferred Stock of VirtualFund.com,
Inc. ......................................................... Incorporated by reference to Exhibit 4.1
to the Company's Form 10-Q filed February
17, 1999
4.2 Sample Certificate of the Company's Common Stock.............. Incorporated by reference to the Company's
Registration Statement on Form S-1
(Registration No. 33-36202)
10.1 LaserMaster Technologies, Inc. 1990 Restated Stock Option
Plan, as amended.............................................. Incorporated by reference to Exhibit 10.1 to
the Company report on Form 10-K for the year
ended June 30, 1991.
10.2 Employment Agreement with Melvin L. Masters................... Incorporated by reference to Exhibit 10.1
to the Company's Form 10 Registration.
10.3 LaserMaster Technologies, Inc. Minutes of Shareholder Meeting
dated April 3, 1998 which amends Article I of the Articles of
Incorporation to change the company name to VirtualFund.com,
Inc. ......................................................... Incorporated by reference to Exhibit 10.6 to
the Company's Report on Form 10-K for the
fiscal year ended June 30, 1998.
10.4 Employment Agreement with Robert J. Wenzel.................... Incorporated by reference to Exhibit 10.12 to
the Registration Statement
10.5 Use Indemnification Agreement dated November 1, 1991 covering
property located at 12790 Century Lane, Eden Prairie, MN...... Incorporated by reference to the Company's
report on Form 10-Q for the period ended
December 31, 1991.
10.6 Promissory Note with Grandchildren's Realty Alternative
Program I, LP, Pledge Agreement and Guaranty.................. Incorporated by reference to Exhibit 10.7 to
the Company's Report on Form 10-K for the
fiscal year ended June 30, 1998.
10.7 Promissory Notes from Principals of K&R Technical Services.... Incorporated by reference to Exhibit 3(w)(I)
to the Company's Report on Form 8-K filed
December 31, 1998.
10.8 Note receivable from Steve Fisher............................. Incorporated by reference to the Company's
Report on Form 8-K filed December 31, 1998
10.9 Lease for property in Shady View I & II dated December, 1995
between LaserMaster Corporation and GRAMPI.................... Incorporated by reference to the Company
Report on Form 10-Q for the quarter ended
December 31,1995
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10.10 Promissory Note dated January 17, 1996 by LaserMaster
Corporation to TimeMasters, Inc. ............................. Incorporated by reference to the Company
Report on Form 10-Q for the quarter ended
December 31,1995
10.11 Warrants for the purchase of common stock of LaserMaster
Technologies, Inc. issued to TimeMasters, Inc. dated
January 17, 1996.............................................. Incorporated by reference to the Company
Report on Form 10-Q for the quarter ended
December 31,1995
10.12 Promissory Note from Team Property Management................. Incorporated by reference to Exhibit
3(w)(2) to the Company's Report on Form
8-K filed December 31, 1998.
23.1 Consent of Deloitte & Touche Filed herewith electronically
23.2 Consent of KPMG............................................... Filed as Exhibit 23.2 to the Company's
Report on Form 10-K for the year ended
June 30, 2000
27.1 Financial Data Schedule which is filed herewith
electronically................................................ Filed as Exhibit 27.1 to the Company's
Report on Form 10-K for the year ended
June 30, 2000
99.1 Cautionary Factors Under Private Securities Litigation Reform
Act of 1995 which is filed herewith........................... Filed as Exhibit 99.1 to the Company's
Report on Form 10-K for the year ended
June 30, 2000
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