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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
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 20, 1997
KINETIC VENTURES LTD.
(Exact name of Registrant as specified in its Charter)
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DELAWARE 0-25136 33-0464753
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(State or other jurisdiction (Commission File Number) (IRS Employer
Identification Number)
1095 WEST PENDER STREET -SUITE 850- VANCOUVER, BRITISH COLUMBIA, CANADA V6E 2M6
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(Address of principal executive offices)
Registrant's telephone number, including area code: (604) 689-1428
NEURO NAVIGATIONAL CORPORATION
3180 PULLMAN - COSTA MESA, CALIFORNIA 92626
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS:
On March 20, 1997, Neuro Navigational Corporation, now known as Kinetic
Ventures Ltd., a Delaware corporation (the "Company"), completed the sale of
substantially all of its assets to Ballard Medical Products, a Utah corporation
("Ballard"). On February 28, 1997, Ballard, through a wholly owned subsidiary,
delivered notice to the Company of its exercise of its option to purchase all
the Company's assets pursuant to the Stock Purchase and Option Agreement entered
into on July 17, 1995 as amended (the "Option Agreement"). The Option Agreement
was approved by the Company's stockholders at a special meeting which took place
on November 13, 1995.
The purchase price for the assets was $4,245,422, plus an adjustment for
prepaid rent of $2,233. Deducted from the purchase price were the $500,000
consideration paid for the option under the Option Agreement, $198,631 of
liabilities assumed, $3,671,471 principal and interest owing by the Company to
Ballard and liquid assets of $11,695, or a net purchase price deficiency of
$134,142. The Company's 200,000 shares of Series A Preferred Stock were redeemed
and retired. The Company paid the deficiency of $134,142 in the payment of the
purchase price by issuing to Ballard at the closing its 10% promissory note due
on demand.
Concurrently, pursuant to authorization granted by the stockholders at
the special meeting held on November 13, 1995, the Company changed its name to
Kinetic Ventures Ltd. Also, effective March 20, 1997, the following executive
officers and Directors resigned:
NAME POSITION
William J. Worthen President, Chief Executive
Officer and Director
Richard D. Randall Director
Harold R. "Butch" Wolcott Director
Kenneth Sorenson Director
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Following the completion of the transaction, the Company's executive
officers and Directors are the following:
NAME POSITION
Brian Bayley President and Director
A. Murray Sinclair, Jr. Director
Jennine M. Ballard Director
As a consequence of the sale of all its assets, the Company no longer has
any material assets, liabilities or business operations. The Company's Board of
Directors does not intend to liquidate the Company and intends to seek to raise
additional capital to finance further business ventures. The terms on which such
capital will be raised have not been established and there can be no assurance
that the Company's management will be successful in raising additional capital
or in locating or acquiring any further business ventures or that any such
ventures as are acquired will be successful.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS:
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
The following unaudited pro forma financial data is derived from the
historical financial statements of the Company as of and for the year ended
December 31, 1996 and are adjusted to reflect the sale of all the Company's
assets at the closing (the "Closing") under the Option Agreement.
The unaudited pro forma condensed balance sheet of the Company as of
December 31, 1996 has been prepared assuming the Closing was consummated on
December 31, 1996 and the unaudited pro forma statement of operations of the
Company for the year ended December 31, 1996 has been prepared assuming the
Closing occurred on January 1, 1996.
The unaudited pro forma financial data are not indicative of the
financial position or results of operations of the Company which would have
actually occurred if the Closing had occurred at the dates presented or which
may be obtained in the future.
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
AS OF DECEMBER 31, 1996
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CLOSING
HISTORIAL ADJUSTMENT PRO FORMA
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<S> <C> <C> <C>
Cash $ 105 ($95) $10
Other Assets 2,271 (2,271) 0
Total Assets -------------------------------------
$2,378 ($2,366) $10
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Liabilities $450 ($450) $0
Notes Payable to Ballard 3,260 $3,125 134
Preferred Stock 1,868 (1,868) 0
Stockholders' Deficit (3,202) 3,078 (124)
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Total Liabilities & Stockholders' Deficit $2,376 ($2,366) $10
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</TABLE>
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<TABLE>
<CAPTION>
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
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CLOSING
HISTORICAL ADJUSTMENT PRO FORMA
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<S> <C> <C> <C>
Sales $2,103 ($2,103) $0
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Gross Profit 686 (686) 0
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Operating Expenses 3,598 (3,548) 50
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Other (Expense) (143) 130 (13)
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Net Loss ($3,059) $2,992 ($67)
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Net (Loss) Per Common Share ($0.31) ($0.01)
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Weighted Average Number of
Common Shares Outstanding 9,934 9,934
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</TABLE>
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NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
PRO FORMA CONDENSED BALANCE SHEET
The adjustment represents the allocation of a total selling price of
$4,247,000 and the redemption of the preferred stock for 19.5% of the cash
remaining after the transactions. The consideration received includes the
$500,000 option payment made in 1995, the assumption of the Company's
liabilities and $3.7 million of the Ballard note outstanding at March 20, 1997.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
The closing adjustment reflects the effect of the exercise of the
Option as if it had occurred January 1, 1996. Therefore, the Company would have
no operations for the year ended December 31, 1996 other than minimal
administrative expenses, state franchise taxes, and interest expense on the note
payable due Ballard.
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(c) Exhibits.
(i) Certificate of Amendment filed March 20, 1997.
(ii) Certificate of Correction filed April 7, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused thus report to be signed on its behalf by the
undersigned hereunto duly authorized.
Kinetic Ventures Ltd.
Dated: April 23, 1997 By: /s/ Brian Bayley
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Brian Bayley, President
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EXHIBIT (I)
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
NEURO NAVIGATIONAL CORPORATION
The undersigned hereby certifies that:
1. He is the duly elected and acting President of Neuro Navigational
Corporation, a Delaware corporation.
2. The Certificate of Incorporation of this Corporation was originally
filed with the Secretary of State of Delaware on December 15, 1993.
3. Pursuant to Section 242 of the General Corporation Law of the State
of Delaware, this Certificate of Amendment of Certificate of Incorporation
amends Article First of this Corporation's Certificate of Incorporation to read
in its entirety as follows:
"The name of the corporation (hereinafter sometimes called the
"Corporation") is Kenetic Ventures Ltd."
4. The foregoing Certificate of Amendment has been duly adopted by
this Corporation's Board of Directors and stockholders in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, Neuro Navigational Corporation has caused this
Certificate of Amendment to be executed by its authorized officer the 20th day
of March.
/s/ William J. Worthen
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William J. Worthen, President
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EXHIBIT (II)
CERTIFICATE OF CORRECTION
TO THE
CERTIFICATE OF AMENDMENT
OF
KENETIC VENTURES LTD.
Kenetic Ventures Ltd., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, does hereby
certify:
1. The name of the corporation is Kenetic Ventures Ltd.
2. A Certificate of Amendment was filed by the Secretary of State of
Delaware on March 20, 1997, and said Certificate requires correction as
permitted by subsection (f) of Section 103 of The General Corporation Law of the
State of Delaware.
3. The inaccuracy or defect of said Certificate of Amendment to be
corrected is as follows: the name "Kenetic" contained in the quoted section of
Article First in paragraph 3 of the Certificate of Amendment was misspelled and
should have been spelled "Kinetic."
4. Article First of the Certificate of Amendment is Corrected to read
as follows: "The name of the corporation (hereinafter sometimes called the
`Corporation') is Kinetic Ventures Ltd."
IN WITNESS WHEREOF, Kenetic Ventures Ltd. has caused this Certificate
of Correction to be executed by its authorized officer the 4th day of April,
1997.
Kenetic Ventures Ltd.
By: /s/ Brian Bayley
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Brian Bayley, President
