UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
April 26, 2000
(AMENDING REPORT OF FEBRUARY 25, 2000)
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E-NET FINANCIAL.COM CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 0-24512 84-1273503
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
3200 BRISTOL STREET, SUITE 710, COSTA MESA, CA 92626
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(714) 557-2222
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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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 or about February 7, 2000 e-Net Financial.Com Corporation ("E-Net") acquired
Titus Real Estate, LLC ("Titus"), the management company for Titus Capital
Corporation, a California REIT. This report, as amended, includes the audited
financial statements of Titus.
American Residential Funding, Inc. ("AMRES"). was acquired by E-Net on or about
April 12, 2000. AMRES shares common ownership and management with Titus.
Since Titus and AMRES are considered by management to be related as defined
under Item 310 of Regulation SB, the historical consolidated financial
statements of E-Net will include the historical assets and liabilities of Titus
and AMRES, and related operations will be reflected for all periods presented.
Management will include the pro forma effects of the acquisition of Titus and
AMRES in E-Net's Form 8-K/A to be filed in connection with the acquisition of
AMRES. The required pro forma financial information will be filed as soon as
practicable, but not later than 60 days after the date the AMRES Form 8-K is
required to be filed.
ITEM 7. FINANCIAL STATEMENTS OR EXHIBITS
(a) Financial Statements of Business Acquired.
(1) Titus Real Estate LLC.
Restated Audited Financial Statements for the Fiscal Year Ended
December 21, 1999, Exhibit 1.
(b) Exhibits.
1. Restated Audited Financial Statements for the Fiscal Year Ended
December 21, 1999
27 Financial Data Schedule
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned hereunto
duly authorized.
DATE April 25, 2000 E-NET FINANCIAL.COM CORPORATION
/s/ James E. Shipley
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James E. Shipley, Chairman, Chief Executive Officer
<PAGE>
Exhibit 1. Restated Audited Financial Statements for the Fiscal Year Ended
December 21, 1999
TITUS REAL ESTATE LLC
FINANCIAL STATEMENTS
DECEMBER 31, 1999
TABLE OF CONTENTS
INDEPENDENT AUDITOR'S REPORT ..................................... 1
FINANCIAL STATEMENTS
Balance Sheet ................................................ 2
Statement of Members' Equity ................................. 3
Income Statement ............................................. 4
Statement of Cash Flows ...................................... 5
Notes to Financial Statements ................................ 6-7
<PAGE>
To The Members
Titus Real Estate LLC
We have audited the accompanying balance sheet of Titus Real Estate LLC as of
December 31, 1999, and the related statements of income and members' equity and
cash flows for the year then ended. 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 Titus Real Estate LLC as of
December 31, 1999, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
/s/ Hukriede, Walsh & Associates, CPAs
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Hukriede, Walsh & Associates, CPAs
Westminster, California
March 28, 2000
1
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TITUS REAL ESTATE COMPANY, LLC
BALANCE SHEET
DECEMBER 31, 1999
1999
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ASSETS
Cash and Cash Equivalents $ 446
Accounts Receivable 2,651
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TOTAL ASSETS $3,097
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LIABILITIES AND MEMBERS' EQUITY
Members' Equity 3,097
Total Members' Equity 3,097
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TOTAL LIABILITIES AND MEMBERS' EQUITY $3,097
======
2
<PAGE>
TITUS REAL ESTATE COMPANY, LLC
STATEMENTS OF MEMBERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999
MEMBERS' EQUITY AT BEGINNING OF YEAR $ 207,877
NET INCOME (LOSS) (189,530)
DISTRIBUTIONS TO MEMBERS (15,250)
RETAINED EARNINGS, END OF YEAR $ 3,097
3
<PAGE>
TITUS REAL ESTATE COMPANY, LLC
STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1999
1999
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REVENUES $ 47,141
TOTAL REVENUES 47,141
OPERATING AND ADMINISTRATIVE EXPENSES
Consulting Fees 165,626
Legal and accounting 1,869
Office 20,355
Other operating expenses 21,607
Rent 14,350
Repairs and maintenance 6,616
Salaries 1,340
Telephone 1,302
Travel and entertainment 742
Trucks and automobiles 2,342
Utilities 522
TOTAL EXPENSES 236,671
NET INCOME (LOSS) $(189,530)
4
<PAGE>
TITUS REAL ESTATE COMPANY, LLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999
1999
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Cash Flows from Operating Activities:
Cash received from customers $ 230,366
Cash paid to vendors and employees (236,671)
Income Taxes (Paid) Refunded --
Net Cash Flows from Operating Activities (6,305)
Cash Flows from Investing Activities:
Capital Expenditures --
Net Cash Flows From Investing Activities --
Cash Flows from Financing Activities:
Distributions to Members (15,250)
Net Cash Flows from Financing Activities (15,250)
Net Increase (Decrease) in Cash (21,555)
Cash at Beginning of Year 22,001
Cash at End of Year $ 446
Reconciliation of Net Income (Loss) to
Net Cash Provided by Operating Activities:
Net Income (Loss) $(189,530)
(Increase) Decrease in Accounts Receivable 183,225
Net Cash Flows from Operating Activities $ (6,305)
5
<PAGE>
TITUS REAL ESTATE LLC
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
ORGANIZATION
Titus Real Estate LLC is a real estate management company, which manages a real
estate investment trust (REIT), Titus Capital Corporation. This REIT is the only
client and sole source of income.
ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Revenue Recognition
The financial statements of the Company are prepared using the accrual basis of
accounting whereas revenues are recognized when earned and expenses are
recognized when incurred. This basis of accounting conforms to generally
accepted accounting principles.
Cash and Cash Equivalents
The Company considers all investments with a maturity of three months or less to
be cash equivalents.
Income Taxes
The Company has chosen to be treated as a partnership for federal and state
income tax purposes. Accordingly, no income tax expense has been recorded in the
statements. All income or losses will be reported on the individual member's
income tax returns.
6
<PAGE>
TITUS REAL ESTATE LLC
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
MEMBERS' EQUITY
Net profits and losses are allocated to the Members in proportion to their
percentage interest. The Member's equity accounts represent accumulated retained
earnings net distributions from inception to December 31, 1999.
COMMITMENTS AND CONTINGENCIES
The Company has entered into various employment agreements with management
individuals. The agreements require the Company to pay these parties (in
aggregate) $48,000 per year and ten percent (20%) of the net company profits
over a period of five years.
LEASE OBLIGATIONS
The Company rents office space on a month-to-month basis. Rent expense for the
year ended December 31, 1999 was $14,350.
MAJOR CUSTOMER
The Company's sole source of income is the real estate investment trust (REIT),
for which the Company provides management services. During the year 1999, this
client accounted for 100% of revenues. The Company receives a quarterly
management fee based upon the REIT's gross income.
SUBSEQUENT EVENTS
On February 14, 2000, the members of Company entered into a purchase agreement
with e-Net Financial who purchased 100% interest from the members.
7
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