<PAGE>
As filed with the Securities and Exchange Commission on March 10, 2000.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 1, 1998
(Date of earliest event reported)
IJNT.NET, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-24408 33-0611753
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
2030 Main Street, 5th Floor, Irvine, California 92612
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 673-2691
Not applicable
(Former name or former address, if changed since last report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
IJNT.net, Inc. (formerly IJNT International Inc.; the "Company") is
filing this Current Report on Form 8-K in response to comments received from the
Commission on the Company's Registration Statement on Form S-3 (the
"Registration Statement"), which was originally filed on January 7, 1999 and
last amended on March 7, 2000. Effective as of January 1, 1998, the Company
acquired Access Communications, Inc., a Texas corporation ("Access"), in
exchange for 548,496 shares of the Company's common stock $0.001 per share (the
"Common Stock"). The terms of the acquisition were arrived at and agreed on
through arms' length negotiations between the parties. The acquisition was
reflected previously in the notes to the Company's financial statements for the
fiscal year ended December 31 1998.
In connection with its review of the Registration Statement, the
Commission determined that the acquisition was material under Rule 3-05 of
Regulation S-X promulgated under the Securities Act of 1933, as amended. The
Commission granted a waiver with respect to Access financial statements for the
fiscal year ended December 31, 1996, but required that the Company file under
the Securities Exchange Act of 1934 (as amended) financial statements (including
pro forma financial statements) of Access for the fiscal year ended December 31,
1997. The financial statements of Access for the 1997 fiscal year are attached
as Exhibit 99.1 to this Current Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The balance sheet of Access at December 31, 1997 and the statement of
operations, statement of changes in stockholders' equity and statement of cash
flows of Access for the year ended December 31, 1997, are attached as Exhibit
99.1.
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Consolidated Condensed Financial Statements,
including the Balance Sheet at December 31, 1997 and the Statement of Operations
for the Year Ended December 31, 1997, are attached as Exhibit 99.1.
(c) Exhibits.
23.1 Consent of Smith & Co., certified public accountant
99.1 The balance sheet of Access at December 31, 1997 and the statement of
operations, statement of changes in stockholders' equity and statement
of cash flows of Access for the year ended December 31, 1997 (including
the notes relating thereto and the report of independent auditor
thereon) and Unaudited Pro Forma Consolidated Condensed Financial
Information, including the Balance Sheet at December 31, 1997 and the
Statement of Operations for the Year Ended December 31, 1997.
-2-
<PAGE>
SIGNATURE
---------
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, thereunto duly authorized, in the City of Newport Beach, State of
California, on March 10, 2000.
IJNT.NET, INC.
/S/ JON H. MARPLE
By -------------------------------------
Jon H. Marple
Chairman and CEO
-3-
<PAGE>
INDEX TO EXHIBITS
The following exhibits are filed with the Current Report on Form 8-K.
Exhibit No. Description
23.1 Consent of Smith & Co., certified public accountant
99.1 The balance sheet of Access at December 31, 1997 and the
statement of operations, statement of changes in stockholders'
equity and statement of cash flows of Access for the year
ended December 31, 1997 (including the notes relating thereto
and the report of independent auditor thereon) and Unaudited
Pro Forma Consolidated Condensed Financial Information,
including the Balance Sheet at December 31, 1997 and the
Statement of Operations for the Year Ended December 31, 1997.
-4-
[SMITH AND COMPANY LOGO
GRAPHIC OMITTED]
SMITH
&
COMPANY
A Professional Corporation of Certified Public Accountants
March 10, 2000
Board of Directors
IJNT.net, Inc.
Houston, Texas
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants for IJNT.net, Inc., we hereby consent to the
use of our report included in the Financial Statements of Access Communications,
Inc. for the year ended December 31, 1997, and dated January 18, 2000, as an
exhibit to the Company's current report on Form 8-K dated March 9, 2000, and
amended on March 10, 2000.
/s/ Smith & Company
Certified Public Accountants
10 West 100 South, Suite 700 o Salt Lake City, Utah 84101-1554
Telephone: (801) 575-8297 o Facsimile: (801) 575-8306
E-mail: [email protected]
Members: American Institute of Certified Public Accountants
Utah Association of Certified Public Accountants
ACCESS COMMUNICATIONS, INC
FINANCIAL STATEMENTS
December 31, 1997
Smith
&
Company
A Professional Corporation of Certified Public Accountants
10 WEST 100 SOUTH, #700 O SALT LAKE CITY, UTAH 84101-1554
TELEPHONE: (801) 575-8297 O FACSIMILE: (801) 575-8306
<PAGE>
C O N T E N T S
Page
INDEPENDENT AUDITOR'S REPORT ............................................ 2
BALANCE SHEET ........................................................... 3
STATEMENT OF OPERATIONS.................................................. 4
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY............................. 5
STATEMENT OF CASH FLOWS ................................................. 6
NOTES TO FINANCIAL STATEMENTS ........................................... 7
UNAUDITED PRO-FORMA FINANCIAL STATEMENTS................................. 9
<PAGE>
Smith
&
Company
A Professional Corporation of Certified Public Accountants
Board of Directors
IJNT.net
Houston, TX
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheet of Access Communications, Inc. as
of December 31, 1997, and the related statements of operations, changes in
stockholders' equity, and cash flows for the year ended December 31, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Access Communications, Inc. as
of December 31, 1997 and the results of its operations, changes in stockholders'
equity, and cash flows for the year ended December 31, 1997 in conformity with
generally accepted accounting principles.
CERTIFIED PUBLIC ACCOUNTANTS
Salt Lake City, Utah
January 18, 2000
2
<PAGE>
ACCESS COMMUNICATIONS, INC.
BALANCE SHEET
DECEMBER 31, 1997
ASSETS
CURRENT ASSETS
Cash in bank $ 12,035
Accounts receivable - Trade 44,284
Inventory 5,334
Prepaid expenses 75
-------------
TOTAL CURRENT ASSETS 61,728
PROPERTY AND EQUIPMENT (net of $16,271 depreciation) 19,672
OTHER ASSETS
Deposits 7,336
-------------
$ 88,736
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 27,506
Accrued liabilities 6,321
Loans from shareholders (Note 2) 4,940
-------------
TOTAL CURRENT LIABILITIES 38,767
STOCKHOLDERS' EQUITY
Common stock, no par value, voting:
Authorized 1,000 shares;
Issued and outstanding 1,000 shares 1,000
Common stock, no par value, non-voting:
Authorized 1,000 shares;
Issued and outstanding 457 shares 243,872
Retained deficit (194,903)
-------------
TOTAL STOCKHOLDERS' EQUITY 49,969
-------------
$ 88,736
=============
3
<PAGE>
ACCESS COMMUNICATIONS, INC.
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
Sales $ 462,670
Cost of sales 416,252
-------------
GROSS PROFIT 46,418
General and administrative expenses 51,479
Depreciation (Note 1) 8,849
Interest and bank charges 30,552
-------------
90,880
-------------
Net operating loss (44,462)
Other Income (Expense) 0
-------------
NET LOSS $ (44,462)
=============
EARNINGS (LOSS) PER COMMON SHARE
Net income (loss) $ (41.63)
=============
Weighted average number of common shares
used to compute net income (loss) per
weighted average share 1,068
=============
4
<PAGE>
<TABLE>
ACCESS COMMUNICATIONS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<CAPTION>
COMMON STOCK
NON-VOTING COMMON STOCK
---------------- ------------------------------ RETAINED
SHARES AMOUNT SHARES AMOUNT DEFICIT
------------- -------------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Balances at 12/31/96 60 $ 60 1,000 $ 1,000 $ (150,441)
Sale of shares in private
placement 11/7/97 50 50
Issue stock to satisfy debt and
accrued interest at 12/31/97 347 243,762
Net loss for year 0 (44,462)
------------- -------------- ------------- ------------- -----------
Balances at 12/31/97 457 $ 243,872 1,000 $ 1,000 $ (194,903)
============= ============== ============= ============= ===========
</TABLE>
5
<PAGE>
ACCESS COMMUNICATIONS, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1997
OPERATING ACTIVITIES
Net loss $ (44,462)
Add items not requiring the use of cash
Stock issued for accrued expenses 15,054
Depreciation 8,849
Changes in assets and liabilities:
Accounts receivable (12,578)
Inventory (539)
Accounts payable 49,453
Accrued liabilities 145
--------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 15,922
INVESTING ACTIVITIES
Purchase equipment (3,996)
--------------
NET CASH REQUIRED BY
INVESTING ACTIVITIES (3,996)
FINANCING ACTIVITIES
Sale of common stock (non-voting) 50
--------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 50
--------------
INCREASE IN CASH AND
CASH EQUIVALENTS 11,976
Cash and cash equivalents at beginning of year 59
--------------
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 12,035
==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest $ 15,498
==============
NONCASH INVESTING AND FINANCING ACTIVITIES
During the year ended December 31, 1997, the Company issued 347 shares of
non-voting common stock to satisfy debt in the amount of $228,708, and
accrued interest of $15,054.
6
<PAGE>
ACCESS COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS ACTIVITY
-----------------
The Company was incorporated on March 31, 1995 in Texas. The
Company is engaged in the business of providing, dial-up internet
access.
BASIS OF ACCOUNTING
-------------------
The financial statements are prepared using the accrual basis of
accounting where revenues are recognized when earned and expenses
are recognized when incurred.
EARNINGS (LOSS) PER SHARE
-------------------------
Earnings (loss) per share amounts are calculated based on the
weighted average number of shares outstanding during the period.
PROPERTY AND EQUIPMENT
----------------------
Property and equipment are depreciated over their estimated useful
lives. Depreciation is computed using straight-line and accelerated
methods over an estimated life of five to seven years.
CASH AND CASH EQUIVALENTS
-------------------------
For financial statement purposes, the Company considers all highly
liquid investments with an original maturity of three months or
less when purchased to be cash equivalents.
INCOME TAXES
------------
The Company records the income tax effect of transactions in the
same year that the transactions enter into the determination of
income, regardless of when the transactions are recognized for tax
purposes. Tax credits are recorded in the year realized.
The Company utilizes the liability method of accounting for income
taxes as set forth in Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" (SFAS 109). Under the
liability method, deferred taxes are determined based on the
difference between the financial statement and tax bases of assets
and liabilities using enacted tax rates in effect in the years in
which the differences are expected to reverse. An allowance against
deferred tax assets is recorded when it is more likely than not
that such tax benefits will not be realized.
ESTIMATES
---------
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, liabilities, revenues and expenses during the reporting
period. Estimates also affect the disclosure of contingent assets
and liabilities at the date of the financial statements. Actual
results could differ from these estimates.
NOTE 2: RELATED PARTY TRANSACTIONS
At December 31, 1997, the Company owed a shareholder $4,940,
payable within the next 12 months without interest.
7
<PAGE>
ACCESS COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31,1997
NOTE 3: COMMITMENTS AND CONTINGENCIES
The Company conducts its operations in leased facilities under
noncancellable operating leases expiring through 1999. In addition,
the Company leases equipment under noncancellable operating leases
expiring through 2000. The minimum future rental commitments under
operating leases are as follows:
YEAR ENDING
DECEMBER 31, FACILITIES EQUIPMENT TOTAL
------------------ -------------- ------------- -------------
1998 $ 14,955 $ 48,064 $ 63,019
1999 2,492 7,505 9,997
2000 0 535 535
-------------- ------------- -------------
$ 17,447 $ 56,104 $ 73,551
============== ============= =============
Payments under these leases (included in Cost of sales and General
and administrative expenses) were $78,578 for the year ended
December 31, 1997.
NOTE 4 INCOME TAXES
No federal income taxes were due for the year ended December 31,
1997.
At December 31, 1997, the Company has a federal net operating loss
carryover of approximately $200,000. The federal loss will expire
starting December 31, 2010.
At December 31, 1997, the Company has a deferred tax asset in the
amount of $0. There is a potential asset based on future reduction
of income taxes using the net operating loss carryforward. The
amount has been reserved 100% due to the Company's losses.
Management believes that the Company will realize sufficient income
in the future to utilize the net operating loss carryforward.
However, since future income can only be estimated, there is not
sufficient basis for recognition of any deferred tax asset at this
time.
NOTE 5: SUBSEQUENT EVENTS
On January 1, 1998, the Company became a wholly-owned subsidiary of
IJNT.net, Inc. (IJNT) in a stock-for-stock business combination,
treated as a purchase under generally accepted accounting
principles. The shareholders of the Company exchanged their
outstanding shares of Common Stock (1,4572 shares) for 241,333
shares of Common Stock of IJNT.net, a public company traded
over-the-counter.
NOTE 6: PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
See the following pages for unaudited pro-forma condensed
consolidated financial statements which assume that the Company was
consolidated with IJNT as of January 1, 1997. The balance sheet and
the income statement have been derived from the balance sheets and
income statements of the Company and IJNT at December 31, 1997,
assuming that IJNT acquired 100% of the Company's outstanding stock
at January 1, 1997.
8
<PAGE>
<TABLE>
IJNT.net, Inc. and Subsidiary
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED
BALANCE SHEET
December 31, 1997
<CAPTION>
PRO FORMA CONSOLIDATED
ACCESS IJNT ADJUSTMENTS PRO FORMA
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 12,035 $ 211,351 $ $ 223,386
Accounts receivable 44,284 0 44,284
Inventory 5,334 59,066 64,400
Prepaid expenses 75 12,243 12,318
-------------- -------------- -------------- --------------
TOTAL CURRENT ASSETS 61,728 282,660 344,388
PROPERTY, PLANT, & EQUIPMENT 19,672 912,971 932,643
OTHER ASSETS
Licenses and other 0 1,059,475 1,059,475
Deposits 7,336 11,005 18,341
Organization costs 0 9,555 9,555
-------------- -------------- -------------- --------------
7,336 1,080,035 1,087,371
-------------- -------------- -------------- --------------
$ 88,736 $ 2,275,666 $ $ 2,364,402
============== ============== ============== ==============
LIABILITIES & EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 33,827 $ 378,730 $ $ 412,557
Loans from shareholders 0 44 44
Current portion of long-term debt 4,940 144,913 149,853
Income taxes payable 0 800 800
-------------- -------------- -------------- --------------
TOTAL CURRENT LIABILITIES 38,767 524,487 563,254
Long-term debt 0 178,514 178,514
-------------- -------------- -------------- --------------
TOTAL LIABILITIES 38,767 703,001 741,768
STOCKHOLDERS' EQUITY
Common stock $.001 par value:
Authorized 20,000,000 shares
Issued & outstanding 12,211,563
shares (after acquisition) 1,000 12,000 (789) 12,211
Additional paid-in capital 243,872 3,009,252 (149,652)
3,103,472
Retained deficit (194,903) (1,448,587) 150,441 (1,493,049)
-------------- -------------- -------------- --------------
TOTAL STOCKHOLDERS' EQUITY 49,969 1,572,665 0 1,622,634
-------------- -------------- -------------- --------------
$ 88,736 $ 2,275,666 $ 0 $ 2,364,402
============== ============== ============== ==============
</TABLE>
9
<PAGE>
<TABLE>
IJNT.net, Inc. and Subsidiary
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED
STATEMENT OF OPERATIONS
Year ended December 31, 1997
<CAPTION>
PRO FORMA CONSOLIDATED
ACCESS IJNT ADJUSTMENTS PRO FORMA
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net Sales $ 462,670 $ 10,233 $ $ 472,903
Cost of Sales 416,252 46,286 462,538
-------------- -------------- -------------- --------------
GROSS PROFIT 46,418 (36,053) 10,365
Selling & General and
Administrative expenses 51,479 1,372,842 1,424,321
Depreciation & Amortization 8,849 44,320 53,169
-------------- -------------- -------------- --------------
NET OPERATING INCOME (LOSS) (13,910) (1,453,215) (1,467,125)
OTHER INCOME (EXPENSE)
Interest income 0 12,560 12,560
Interest expense (30,552) (7,932) (38,484)
-------------- -------------- -------------- --------------
NET INCOME (LOSS) $ (44,462) $ (1,448,587) $ 0 $ (1,493,049)
============== ============== ============== ==============
Net income (loss) per weighted
average share $ (41.63) $ (.13) $ (.13)
============== ============== ============== ==============
Weighted average number of common shares
used to compute net income (loss) per
weighted average share 1,068 11,238,206 11,238,206
============== ============== ============== ==============
</TABLE>
10
