<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the quarterly period ended June 30, 2000.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 for the transition period from _______ to _______.
Commission File No. 33-55254-39
SKYNET TELEMATICS.COM, INC.
(Exact name of Small Business Issuer as specified in its charter)
NEVADA 87-0485315
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Link House, 259 City Road
London, England EC1V 1JE
------------------------
(Address of principal executive offices)
Issuer's telephone number, including area code: 44 207 490 7900
Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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.
Yes X No
--- ---
The number of shares outstanding of the issuer's common stock, $.001 par value,
per share, as of July 25, 2000, was 27,837,022 shares.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
<PAGE>
SKYNET TELEMATICS.COM, INC.
FORM 10-QSB FOR QUARTER ENDED
JUNE 30, 2000
INDEX
PART I - FINANCIAL INFORMATION Page
Item 1 Financial Statements
Balance Sheet as of June 30, 2000 3
Statement of Operations for the three months and six months
ended June 30, 2000 and 1999 4
Statement of Cash Flows for the six months ended
June 30, 2000 and 1999 5
Notes to Financial Statements 6
Item 2 Management's Discussion and Analysis 7
PART II - OTHER INFORMATION
Item 1 Legal Proceedings 12
Item 2 Changes in Securities 12
Item 3 Defaults Upon Senior Securities 12
Item 4 Submission of Matters to a Vote of Security Holders 12
Item 5 Other Information 12
Item 6 Exhibits and Reports on Form 8-K 12
SIGNATURES 13
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<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
SKYNET TELEMATICS.COM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 2000
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS
Cash in bank $ 329,662
Accounts receivable 219,883
Inventory 467,554
Prepaid expenses and other current assets 725,396
-----------
TOTAL CURRENT ASSETS 1,742,495
Furniture and equipment 473,205
Software and intellectual property rights 4,372,639
-----------
TOTAL ASSETS $ 6,588,339
===========
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 1,572,946
Capitalized lease obligations 84,900
Note payable 30,652
-----------
TOTAL CURRENT LIABILITIES 1,688,498
Loans payable 347,337
-----------
TOTAL LIABILITIES 2,035,835
-----------
STOCKHOLDERS' EQUITY
Preferred stock - $.001 par value; authorized: 20,000,000 shares;
issued and outstanding: none
Common stock - $.001 par value; authorized: 75,000,000 shares;
issued and outstanding: 27,390,727 shares 27,391
Additional paid-in capital 14,743,751
Deficit (10,277,497)
Accumulated other comprehensive income 58,859
-----------
TOTAL STOCKHOLDERS' EQUITY 4,552,504
-----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 6,588,339
===========
</TABLE>
See notes to consolidated financial statements
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<PAGE>
SKYNET TELEMATICS.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
For the three months For the six months
ended June 30, ended June 30,
------------------------------- ------------------------------
2000 1999 2000 1999
----------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Sales $ 281,422 $ 50,886 $ 561,984 $ 63,936
Cost of sales (607,059) (131,693) (1,080,424) (228,549)
----------- ------------ ---------- ------------
GROSS LOSS (325,637) (80,807) (518,440) (164,613)
Depreciation and amortization (481,077) (205,642) (950,851) (400,244)
Research and development (75,541) (4,127) (148,804) (12,820)
General and administrative expenses (770,895) (652,193) (1,414,416) (1,031,514)
Interest expense - net (6,530) (144,095) (18,481) (166,510)
Settlement of liabilities (24,606) (118,241)
----------- ------------ ---------- -----------
NET LOSS (1,684,286) (1,086,864) (3,169,233) (1,775,701)
Foreign currency translation adjustments (35,876) (24,222) (27,044) (23,276)
----------- ------------ ---------- -----------
TOTAL COMPREHENSIVE LOSS ($1,720,162) ($1,111,086) ($3,196,277) ($1,798,977)
=========== ============ ========== ===========
Basic net loss per common share ($.06) ($.05) ($.12) ($.08)
=========== ============ ========== ===========
Weighted average number of common shares 26,993,790 22,947,911 26,175,951 22,508,581
=========== ============ ========== ===========
</TABLE>
See notes to consolidated financial statements
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<PAGE>
SKYNET TELEMATICS.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the six months,
Ended June 30,
------------------------------
2000 1999
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss ($3,169,233) ($1,775,701)
Adjustments to reconcile net loss to cash
used in operating activities
Depreciation and amortization 938,265 400,244
Settlement of liabilities 118,241
Stock issued for expenses 93,378 314,545
Other 19,389
Changes in assets and liabilities:
Accounts receivable (56,419) (8,546)
Inventory (196,342) (128,575)
Prepaid expenses and other current assets (559,806) (46,759)
Deferred expenses 47,762
Accounts payable and accrued expenses 439,752 (184,267)
Accrued interest payable 46,267
------------ -------------
NET CASH USED IN OPERATING ACTIVITIES (2,325,013) (1,382,792)
INVESTING ACTIVITIES
Proceeds from sale of fixed assets 30,799
Purchases of fixed assets (53,562) (220,474)
------------ -------------
NET CASH USED IN INVESTING ACTIVITIES (22,763) (220,474)
------------ -------------
FINANCING ACTIVITIES
Proceeds from sales of common stock 2,860,347 1,607,515
Increase in bank overdraft (66,608) (41,742)
Payments of capitalized lease obligations (47,647)
Payments of note payable (41,610) (68,559)
Loans from shareholders 269,135
----------- ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,704,482 1,766,349
----------- ------------
EFFECT OF FOREIGN CURRENCY ADJUSTMENTS (27,044) (23,276)
----------- ------------
INCREASE IN CASH 329,662 139,807
CASH - beginning of Year 0 20
----------- ------------
CASH - end of Period $ 329,662 $ 139,827
============ ============
</TABLE>
See notes to consolidated financial statements
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<PAGE>
SKYNET TELEMATICS.COM, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. NATURE OF OPERATIONS
Skynet Telematics.com, Inc. and Subsidiaries (Company) develop, market, license,
and monitor tracking and anti-theft systems for automobiles and trucks.
In February 2000, the Company changed its name from Skynet Telematics, Inc. to
Skynet Telematics.com, Inc.
2. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by annual financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation of the financial statements have been included.
These unaudited consolidated financial statements should be read in conjunction
with the audited consolidated financial statements and footnotes thereto,
included in Form 10-KSB of Skynet Telematics.com Inc. and Subsidiaries, as of
and for the year ended December 31, 1999, as filed with the Securities and
Exchange Commission. The results of operations for the three and six months
ended June 30, 2000 are not necessarily indicative of the results to be expected
for the full year.
The preparation of 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 disclosures of
contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
3. NET LOSS PER SHARE
Basic net loss per share was computed based upon the weighted average number of
common shares outstanding during the year. Dilutive net loss per common share
has not been presented because it was anti-dilutive.
4. ADOPTION OF STOCK OPTION PLAN
In June 2000, the board of directors adopted the Skynet Telematics.com 2000
Long-Term Performance and Incentive Plan (Plan), under which the Company may
grant awards of stock options, stock appreciation rights, stock or cash to
employees or other individuals providing services to the Company. The Company
may offer up to 2,533,200 shares of common stock, including 1,000,000 for
incentive stock options and excluding expired, cancelled, terminated, forfeited
or settled in cash awards. Incentive stock options shall not be issued with
exercise prices less than the fair market value on the date of grant. Awards may
include performance incentives.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW
The business of the Company and its subsidiaries is the development, marketing,
and distribution of integrated modular automotive telematic systems and
providing of monitoring services to users of those products. Through its
subsidiary, Skynet Telematics, Ltd., the Company distributes its own proprietary
products and products developed and manufactured by third parties, generally
ComROAD AG (ComROAD), in a number of countries around the world. Skynet entered
into a written distribution agreement with ComROAD in March 1999. Skynet
develops its own software and hardware solutions to provide for customer
specific requirements. These development projects are either patented or are
registered as intellectual property and add significant value to the project.
Automotive telematic systems combine the technology for mobile phones (GSM),
global positioning satellite systems (GPS) and the Internet, to enable customers
to identify the exact location and status information about automotive vehicles
and to receive a variety of information through communication with the
monitoring station. These devices can be used by businesses to manage fleets of
vehicles of various kinds and by individuals for their automobiles for security
purposes, emergencies and access to information available from the monitoring
station. These devices are available with in-car vehicle computers operating
with Windows CE that provide the user with an array of usage options as are
found on a personal digital assistant (PDA), including internet connections and
e-mail capabilities.
Through the second quarter of 2000, the Company has entered into a number of
important strategic alliances and joint ventures and is currently negotiating
further joint ventures and strategic alliances. The strategic alliance with
Casio announced on May 3, 2000, is designed to further increase Casio and
Skynet's sales into the UK and European express delivery and freight industry.
Casio and Skynet have already developed a cost-effective solution for
proof-of-delivery (POD) applications for express parcel delivery companies using
the DT-800. The DT-800 confirms delivery by the customer's electronic signature
and scanning of a bar code. This vital tracking reference data is sent
immediately from the truck, together with an automatic time and date stamp
through Skynet's "Skamp" telematics product, via a low cost SMS (short message
service) to the accounting department. In the event of any query, the customer
can find out who signed to accept delivery via an Internet website. This
solution can also re-route the driver, select the most cost-effective route and
alert the authorities to any stolen vehicle movements.
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<PAGE>
RESULTS OF OPERATIONS
CONSOLIDATED RESULT OF OPERATIONS
<TABLE>
<CAPTION>
Six months ended
June 30,
2000 1999 CHANGE %
------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
NET SALES $ 561,984 $ 63,936 $ 498,048 779%
COST OF SALES (1,080,424) (228,549) (851,875) 373%
GROSS LOSS (518,440) (164,613) (353,827) 215%
DEPRECIATION AND AMORTIZATION (950,851) (400,244) (550,607) 138%
RESEARCH AND DEVELOPMENT (148,804) (12,820) (135,984) 1061%
GENERAL AND ADMINISTRATIVE (1,414,416) (1,031,514) (382,902) 37%
INTEREST EXPENSE-NET (18,481) (166,510) 148,029 (89%)
SETTLEMENT OF LIABILITIES (118,241) 0 N/A N/A
NET LOSS (3,169,233) (1,775,701) (1,393,532) 78%
</TABLE>
<TABLE>
<CAPTION>
Three months ended
June 30,
2000 1999 CHANGE %
------------ ----------- ------ ---------
<S> <C> <C> <C> <C>
NET SALES $ 281,422 $ 50,886 $ 230,536 453%
COST OF SALES (607,059) (131,693) (475,366) 361%
GROSS LOSS (325,637) (80,807) (244,830) 303%
DEPRECIATION AND AMORTIZATION (481,077) (205,642) (275,435) 134%
RESEARCH AND DEVELOPMENT (75,541) (4,127) (71,414) 1730%
GENERAL AND ADMINISTRATIVE (772,372) (652,193) (120,179) 18%
INTEREST EXPENSE-NET (6,530) (144,095) 137,565 (95%)
SETTLEMENT OF LIABILITIES (24,606) 0 N/A N/A
NET LOSS (1,685,763) (1,086,864) (598,899) 55%
</TABLE>
The above tables represent an analysis of the increases and decreases of the
components of consolidated results of operations as derived from the Company's
consolidated statement of operations for the six and three months ended June 30,
2000 and 1999. In general, 2000 is not comparable to 1999 because the Company
has been in an early growth stage of organizing and acquiring subsidiaries and
joint ventures. Only recently has the Company begun a greater effort to market
the Company's products.
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<PAGE>
Net Sales
Net sales increased over 1999 as the Company has commenced more active marketing
of the Company's products. However, sales have been restricted in order to focus
the Company's resources on developing the Avis telematics solution. The Skamp
product range was modified to suit Avis's precise requirements and has undergone
extensive testing. Concentrating all corporate efforts on the "Avis Solution"
has resulted in low unit sales in the first quarter. The second quarter sales
have shown an improvement. Increased sales are expected in the third quarter of
2000.
Joint Ventures and Strategic Alliances
Joint venture arrangements between Eurotrade AS, Risk Consultants Lebanon SARL,
Gestion Development & Financement S.A. Lancry Protection Securites S.A,
Skamp International Ltd and Forefront International (HK) Ltd., will cover 42
countries and are expected to increase sales in the third and fourth
quarters of the year 2000. Negotiations for joint ventures in India, Pakistan
and Malaysia are expected to be concluded and announced during the third quarter
of 2000.
Lancry Protection Securites S.A. and the Company (Joint Venture and exclusive
head franchise for France, Spain and Russia announced May 22, 2000), together
with our other joint venture partners, intend to create a corridor of safety
between the French coastline and Central Russia, enabling vehicles to be
monitored and tracked through the "corridor of safety" in the knowledge that if
there is a problem, or an attack on the vehicle, accident or other emergency,
the nearest Skamp monitoring station will immediately alert the correct
emergency, police or private security services and direct them to the vehicle.
Communication with these emergency services will be in the language of the
region/country, so that there is no confusion or misunderstanding. "Intervention
Team" will be positioned at strategic points along the corridor to provide
immediate response. This unique service is expected to dramatically reduce
hi-jack incidents leading to significant insurance discounts.
The anticipated Joint Venture and exclusive head franchise agreement for China,
Hong Kong, Taiwan and Thailand with Forefront International (HK) Ltd. is
Skynet's route to market in the potentially highly profitable Asian market. The
fitting of SKAMP Pro-active units in July 2000 in Beijing, China and Hong Kong
to Scania vehicles is expected to lead to substantial orders with the Joint
Venture company setting up a Monitoring Service Center in Beijing, China and
Hong Kong.
The Skamp Telematics service is expected to reduce hi-jack incidents, improve
driver productivity and reassure the driver and employer that vehicle and driver
are never alone. Skamp multilingual, monitoring, security, telematics, routing
and concierge services, available 24 hours a day 365 days a year. This service
is expected to result in substantial reductions in insurance premiums.
Forefront International (HK) Ltd (a private Company), is the sole distributor of
Scania vehicles (Buses and Trucks) in China, Hong Kong, Taiwan and Thailand.
Over 12,000 units of Scania trucks and buses have been sold in these areas by
Forefront. Average annual sales exceed 1,000 units. As China has now become a
member of the World Trade Organization (WTO), Forefront believes demand for
Scania vehicles will increase dramatically.
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<PAGE>
Best in Class
The Institute of Transport Management has awarded the Skamp range of products
its "In-vehicle communications, Security and Tracking Company 2000"
accreditation, making Skynet one of their "Best in Class" organizations for the
year 2000.
The Institute of Transport management was formed in 1977 to highlight and
promote the fleet management profession through research into all aspects of
fleet management.
The Institute of Transport Management issued the following statement:
"Following a rigorous research and selection process conducted over the past 12
months, the Awards Committee at the Institute of Transport Management has
decided to accredit Skamp with its "In-Vehicle communications, security and
tracking company 2000" accreditation in recognition of its exemplary role as a
major player in the provision of state of the art integrated, modular automotive
Telematics equipment".
Connections
Telematics and GSM companies are currently valued by the number of "connections"
they have on an annual basis. Large airtime providers such as Vodaphone, Orange,
etc., are particularly interested in acquiring companies with 100,000+
connections. Each rental car connection by Skynet is based on a 3 year contract
and is both a GSM connection and an Internet connection to a dedicated Internet
service provider.
Cost of Sales
Although cost of sales has increased in 2000, the gross profit percentage is not
indicative of what it will be at higher sales levels. Purchases and salaries are
the largest components of cost of sales.
Depreciation and Amortization
Depreciation and amortization has increased in 2000 primarily due to the
Company's change in the estimated future lives of the software and intellectual
properties from ten to five years and the acquisition of additional fixed
assets.
Research and Development
Research and development has increased and will increase substantially as
cutting edge technological solutions are designed to meet specific customer
requirements. Telematics systems require software and hardware development to
ensure full customer utilization and demand. In the same way that computers will
not function without software, Telematics requires software, hardware, sensors,
looms and monitoring service center development. The Company has obtained the
additional financing to further such development.
General and Administrative Expenses
General and administrative expenses increased substantially in 2000 due to the
growth of the Company, its increased marketing effort and substantial additional
costs incurred in reaching the "Avis Solution". The Company has a program to
keep general and administrative expenses as low as possible. Salaries,
professional fees and marketing are the most significant components of general
and administrative.
Interest Expense
Interest expense decreased in 2000 as the Company repaid certain financings.
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<PAGE>
Settlements of Liabilities
Settlements of liabilities in 2000 include continued settlements with certain of
the sellers of SSCC.
Net Loss
Consolidated net loss has increased due to the nature of the Company's plan of
operations rather than declining profitability.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
During the six months ended June 30, 2000, the Company raised $2,860,347, net of
expenses, as compared to $1,607,571 from private sales of shares of its common
stock. The Company does not have any significant capital commitments; however,
it is committed to maintain the infrastructure it has developed, the expenses of
which consist primarily of wages and salaries of Skynet personnel. For the six
months ended June 30, 2000, the Company's operating activities used cash of
$2,325,013 as compared to $1,382,792 in 1999.
As of June 30, 2000, working capital increased by $856,200, from ($802,211) as
of December 31, 1999 to $53,997.
The Company believes it has built an infrastructure sufficient to support a
substantial increase in the size of the operations of the Company and its
subsidiaries over the next few years and intends to focus its efforts on revenue
growth. Skynet intends to substantially increase its marketing and distribution
efforts over the next year, and will focus its marketing efforts primarily on
the distribution of the ComROAD Skamp range of products. Such activities will
require additional funds either in the form of additional capital or financing
to permit Skynet to purchase the products from ComROAD that it in turn sells to
others. There can be no assurance that the Company and its subsidiaries will be
able to obtain the financing they need to implement their growth strategy.
At the present time, the Company's consolidated revenues cannot support the
expenses of the operations of the Company and its subsidiaries. The Company
intends to raise additional capital to fund such operations until its
consolidated revenues are sufficient to support all of the costs and expenses of
its operations. The Company will remain dependent upon infusions of capital from
investors and/or loans from its stockholders until such time. There can be no
assurance that the Company can continue to raise capital from the sale of its
securities.
Seasonality
The Company does not deem its sales to be seasonal and any effect would be
immaterial.
FORWARD LOOKING INFORMATION
This Form 10-QSB contains forward looking statements regarding the Company's
business strategy and future plans of operation. Forward looking statements
involve known and unknown risks and uncertainties. These and other important
factors, including those mentioned in various filings with the Securities and
Exchange Commission made periodically by the Company and in various press
releases of the Company, may cause the actual results and performance to differ
materially from the future results expressed in or implied by such forward
looking statements. The forward looking statements contained herein are only as
of the date hereof and the Company disclaims any obligation to provide public
updates, revisions or amendments to any forward looking statements made herein
to reflect changes in the Company's expectations or future events.
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<PAGE>
PART II
Other Information
Item 1. Legal proceedings: None
Item 2. Changes in Securities: Sales of Securities to offshore investors
During the second quarter of 2000, the Company sold 440,201 shares of common
stock at prices between $.70 and $4.50, per share, for aggregate proceeds of
$540,130, including 41,400 shares of common stock at prices between $1.75 and
$2.50, per share, for aggregate proceeds of $88,050, which were previously
reported in Part II, Item 2 of Form 10-QSB, as of March 31, 2000. These shares
were sold pursuant to Regulation S under the Securities Act of 1933.
During the second quarter of 2000, the Company sold 5,850 shares of common stock
at $1.00, per share, for aggregate proceeds of $5,850. These Shares were sold
pursuant to the exemption from registration requirements under the Securities
Act of 1933, Section 4(2) thereof.
There were no underwriters for any of the above offerings.
Item 3. Defaults Upon Senior Securities: None
Item 4. Submission of Matters to a Vote of Security Holders:
The Company's Annual Meeting of Stockholders was held on June 23, 2000. The
following Directors, constituting all of the Directors of the Company, were
elected at the meeting to serve as Directors until the next Annual Meeting of
Stockholders and until their successors are duly elected and qualified. The
Directors elected at the Annual Meeting received the number of votes set forth
opposite their respective names:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Votes Cast
-------------------------------------------------------------------------------------------------------
For Withheld
Election Authority
-------------------------------------------------------------------------------------------------------
<S> <C> <C>
Tomas Wilmot 15,583,797 2,660
-------------------------------------------------------------------------------------------------------
Stuart Langston 15,583,797 2,660
-------------------------------------------------------------------------------------------------------
Lord Montague of Beaulieu 15,583,797 2,660
-------------------------------------------------------------------------------------------------------
David Stead 15,583,797 2,660
-------------------------------------------------------------------------------------------------------
James Ryall 15,583,797 2,660
--------------------------------------------------------------------------------- ---------------------
</TABLE>
At the Annual Meeting, the stockholders also approved the following proposals by
the number of votes indicated:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Appointment of Most, Horowitz & Company, LLP as the 15,583,797 0 2,660
Company's independent auditors for the year
ending December 31, 2000
-------------------------------------------------------------------------------------------------------
Adoption of Skynet Telematics.com 2000 Long-Term 15,583,797 0 2,660
Performance and Incentive Plan
-------------------------------------------------------------------------------------------------------
Amendment to Articles of Incorporation changing 15,583,797 0 2,660
corporate name to Skynet Telematics.com, Inc.
-------------------------------------------------------------------------------------------------------
</TABLE>
Item 5. Other Information: None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: Exhibit 15 - Letter on unaudited financial information
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K: None
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<PAGE>
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Skynet Telematics.com, Inc.
Dated: August 10, 2000 By: /s/ Tomas George Wilmot
------------------------------
Tomas George Wilmot, President
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