SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
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August 31, 2000
INFe.com, Inc.
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(Exact name of registrant as specified in its Charter)
Florida
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(State or other jurisdiction of incorporation)
000-28729
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(Commission File Number)
11-3144463
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(IRS Employer Identification No.)
8000 Towers Crescent Drive
Suite 640
Vienna, VA 22182
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(Address of principal executive offices) (Zip Code)
(703) 734-5650
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(Registrant's telephone number, including area code)
Current Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
<PAGE>
TABLE OF CONTENTS
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Item 2. Acquisition or Disposition of Assets.......................... 3
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits for INFe.com, Inc. .............................. 3
Pro Forma Condensed Consolidated Balance Sheet (Unaudited).... 4
Pro Forma Condensed Consolidated Statements of
Operations (Unaudited)........................................ 5
Notes to Financial Statements................................. 6
Signatures............................................................. 7
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Item 2. Acquisition or Disposition of Assets
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The purpose of this Amendment is to amend Item 2 and Item 7
(b) to revise certain pro forma financial information with
respect to the Merger (as defined below), which information
reflects an amendment to the terms of the Merger the Registrant
filed with the Current Report on Form 8-K dated April
28, 2000 as amended by Amended Current Report on Form 8-K/A
filed on June 27, 2000.
On April 10, 2000, Infe.com, Inc. (the "Company") completed
the acquisition of a significant number of assets from
ClubComputer.com, Inc. of Nellysford, Va., pursuant to an
Agreement for Sale of Assets (the "Merger"). The terms provided
for in the agreement are that the Seller will receive shares of
the Company's common stock as consideration for the assets being
purchased. A copy of the Agreement for Sale of Assets was
attached to the 8-K filed on April 28, 2000 and marked as
Exhibit "2.1" in the exhibit index.
ClubComputer.com, Inc. is a business to consumer E commerce
company that specializes in selling computer products and
software over the internet. ClubComputer.com, Inc. has an
active customer base of over 25,000 active subscribers and
100,000 total users. The Company purchased assets of
ClubComputer.com, Inc. as described in Exhibit 2.1 of the 8-K
filed on April 28, 2000.
Included within the purchase, is a perpetual license to use
ClubComputer.com, Inc.'s Java based proprietary E commerce
software platform.
On August 9, 2000, the terms of payment were altered in
accordance with the exhibit attached hereto as Exhibit 2.2.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
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(b) Unaudited Pro Forma Condensed Consolidated
Financial Information are included herein.
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INFe.COM, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
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<TABLE>
<CAPTION>
November 30, 1999 Pro Forma Pro Forma
INFe.com, Inc. Adjustments As Adjusted
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<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 117,227 $ - $ 117,227
Certificate of deposit - restricted 50,000 - 50,000
Trade accounts receivable, net 32,880 - 32,880
Note receivable - - -
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Total current assets 200,107 - 200,107
PROPERTY AND EQUIPMENT, net 24,246 - 24,246
OTHER ASSETS 69,038 597,800 (1) 666,838
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$ 293,391 $ 597,800 $ 891,191
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LIABILITIES AND
STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Line of credit - bank $ 45,000 $ - $ 45,000
Note payable 12,245 - 12,245
Capital lease obligation 4,589 - 4,589
Accounts payable 122,958 - 122,958
Loan payable - shareholder 41,616 - 41,616
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Total current liabilities 226,408 - 226,408
NON CURRENT LIABILITIES 313,258 597,800 (2) 590,808
(320,250)(3)
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Total liabilities 539,666 277,550 817,216
COMMITMENTS
AND CONTINGENCIES - - -
STOCKHOLDERS' DEFICIT (246,275) 320,250 (3) 73,975
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$ 293,391 $ 597,800 $ 891,191
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</TABLE>
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INFe.COM, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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<TABLE>
<CAPTION>
For the For the
Nine Months Ended Nine Months Ended
November 30, 1999 December 31, 1999 Pro Forma Pro Forma
INFe.com, Inc. Club Computer, Inc. Adjustments As Adjusted
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<S> <C> <C> <C> <C>
REVENUE $ 392,701 $ 3,005,125 $ - $ 3,397,826
COST OF REVENUES 234,832 3,489,752 - 3,724,584
------------ -------------- ----------- -------------
Gross profit 157,869 (484,627) - (326,758)
OPERATING EXPENSES 829,380 3,455,841 - 4,285,221
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Loss from operations (671,511) (3,940,468) - (4,611,979)
OTHER (INCOME) EXPENSES:
Bad debts 2,000 10,298 - 12,298
Depreciation and amortization 9,449 47,468 149,450 (4) 206,367
Gain on sale of investment - (189,835) - (189,835)
Other income - (25,030) - (25,030)
Interest income - (55) - (55)
Interest expense 1,731 16,975 18,706
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Total other (income) expenses 13,180 (140,179) 149,450 22,451
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NET LOSS $ (684,691) $ (3,800,289) $ (149,450) $ (4,634,430)
============ ============== =========== =============
Net loss per common share (basic) $ -0.09 $ -0.56 (5)
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Weighted average number of common
shares outstanding 7,767,629 8,288,451
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Net loss per common share (diluted) $ -0.09 $ -0.56 (5)
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Weighted average number of common
shares outstanding 7,767,629 8,288,451
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</TABLE>
<PAGE> 5
INFe.COM, INC.
Notes to the Unaudited Pro Forma Condensed Consolidated
Financial Information
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Basis of presentation
INFe.com, Inc. (the "Company") acquired from Club Computer, Inc.
("Club Computer") certain intangible assets, none of which were
recorded on the historical balance sheet of the Club Computer,
for approximately $1.6 million in April 2000, which has all been
allocated to intangible assets in the Company's financial
records. The pro forma adjustments reflect nine months of
amortization expense, assuming the transaction had occurred on
the first day of the nine months ended November 30, 1999. The
value of the intangible assets would have been approximately
$1.6 million, based on the preliminary estimated fair value of
the common stock issued and to be issued.
Effective April 10, 2000, the Company acquired the intangible
assets from Club Computer in exchange for acquisition
consideration consisting of (1) 250,000 shares of the Company's
restricted common stock at closing, and (2) seven equal
installments of $250,000 in the Company's restricted common
stock every three months from the date of closing. The
acquisition will be accounted for as a purchase in accordance
with Accounting Principles Board Opinion No. 16. Under the
purchase method of accounting, the purchase price is allocated
to the assets acquired and liabilities assumed based on their
estimated fair values at April 10, 2000, the date of the
acquisition. Because the Company did not assume any liabilities
of Club Computer, the entire purchase price has been allocated
to intangibles. The intangible assets include the web site
(www.clubcomputer.com), rights to user and subscription lists, a
membership list, trademarks, goodwill, etc.
On August 9, 2000 the terms of payment were adjusted to reduce
the purchase price to $597,800 in two issuances of stock as
discussed in Note (2) below and in the Addendum to Agreement for
sale of Assets included as Exhibit 2.2.
Pro forma financial statements are based on the unaudited
historical information as of and for the nine months ended
December 31, 1999. The information contained therein is not
necessarily indicative of that which would have been attained
had the transaction occurred at an earlier date and should be
read in conjunction with the historical financial statements
used in the preparation of such statements.
Pro forma adjustments
(1) To adjust assets acquired and liabilities assumed to their
preliminary estimated fair values as of April 10, 2000, the
closing date of the acquisition, based on the following
allocation:
Fair value of assets acquired:
Intangibles $ 597,800
Fair value of liabilities assumed ( - )
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Total purchase price $ 597,800
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(2) To record the consideration issued by the Company to
consummate the acquisition. Acquisition consideration
consisted of the following:
Common stock to be issued or
issued at closing $ 320,250
Common stock issued with addendum 277,550
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$ 597,800
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(3) To record the issuance of the Company's common stock at
closing.
(4) To record the amortization of intangibles over useful lives
of three years.
(5) Basic and diluted pro forma earnings per share is computed
using the weighted average number of Company common shares
outstanding during the period plus shares of common stock
issued as part of the acquisition.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
2.1 Agreement for Sale of Assets dated as of
April 10, 2000 (incorporated by reference
to Current Report on Form 8-K filed on
April 28, 2000).
2.2 Addendum to Agreement for Sale of Assets
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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.
INFe.com, Inc.
Date: August 31, 2000 By: /s/ Thomas M. Richfield
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Thomas M Richfield
Chief Executive Officer and
President
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