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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
MARCH 31, 2000
(AMENDING REPORT OF FEBRUARY 28, 2000)
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E-NET FINANCIAL.COM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 0-24512 84-1273503
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
3200 BRISTOL STREET, SUITE 700, COSTA MESA, CA 92626
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(714) 557-2222
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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2102 BUSINESS CENTER DR., SUITE 115E, IRVINE, CA 92612
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 7. FINANCIAL STATEMENTS OR EXHIBITS
(a) Financial Statements of Business Acquired.
(1) VPN.COM JV Partners.
Restated Audited Financial Statements for the Fiscal Year Ended
December 21, 1999, Exhibit 1.
(b) Exhibits.
1 VPN.COM JV Partners Financial Statements
27 Financial Data Schedule
All other exhibits applicable were previously filed with the Form 8-K dated
January 27, 2000.
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 MARCH 31, 2000 E-NET FINANCIAL.COM CORPORATION
/s/ Michael Roth
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Michael Roth, President
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EXHIBIT 1
VPN.COM JV PARTNERS FINANCIAL STATEMENTS
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INDEPENDENT AUDITORS' REPORT
To the Venturers
VPN.COM JV Partners
We have audited the accompanying balance sheet of VPN.COM JV Partners (A
Joint Venture) as of December 21, 1999 and the related statements of operations,
Venturers' deficit and cash flows for the period from Inception (March 6, 1999)
to December 21, 1999. These financial statements are the responsibility of the
Joint venture'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 provide 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 VPN.COM JV Partners as of
December 21, 1999 and the results of its operations and its cash flows for the
period from Inception (March 6, 1999) to December 21, 1999, in conformity with
generally accepted accounting principles.
As disclosed in Note 5 to the financial statements, on December 22, 1999,
E-Net Financial Corporation transferred all the assets of VPN.COM JV Partners to
its subsidiary, City Pacific International USA, Inc. and dissolved the Venture.
On January 13, 2000, City Pacific International USA, Inc. changed its name to
VPNCOM.NET.Corporation. On March 1, 2000, E-Net Financial Corporation sold its
subsidiary VPNCOM.NET.Corporation to E.G. Marchi, the owner of Market Ability,
Inc. and sole proprietor of the management company, VPN Communications, Inc.,
LLC.
Kabani & Company, Inc.
Fountain Valley, California
March 17, 2000
<PAGE>
VPN.COM JV PARTNERS
BALANCE SHEET
DECEMBER 21, 1999
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS
Accounts Receivable......................................................................... $ 6,555
PROPERTY & EQUIPMENT
Office Furniture, Fixtures & Computers...................................................... 40,235
Less: Accumulated Depreciation.............................................................. (5,928)
Total Property & Equipment............................................................ 34,307
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Total Assets ............................................................................... $ 40,862
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LIABILITIES AND VENTURERS' DEFICIT
CURRENT LIABILITIES
Bank Overdraft.............................................................................. $ 261
Accounts Payable............................................................................ 41,302
Accrued expenses & other liabilities........................................................ 44,532
Note Payable................................................................................ 53,416
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Total Current Liabilities............................................................. 139,511
VENTURERS' DEFICIT................................................................ (98,649)
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Total Liabilities and Venturers' deficit.................................................... $ 40,862
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</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
VPN.COM JV PARTNERS
STATEMENT OF OPERATIONS
FROM INCEPTION (MARCH 6, 1999) TO DECEMBER 21, 1999
<TABLE>
<S> <C>
REVENUE
Service revenue and product sales........................................................... $ 65,197
DIRECT EXPENSES
Contract Labor......................................................................... 31,285
Cost of product sold................................................................... 42,508
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Total Direct Costs................................................................... 73,793
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Gross Loss.................................................................................. (8,596)
GENERAL & ADMINISTRATIVE EXPENSES.............................................. 98,154
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Loss from Operations........................................................................ (106,750)
OTHER EXPENSE.................................................................. 899
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NET LOSS....................................................................... $ (107,649)
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</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
VPN.COM JV PARTNERS
STATEMENTS OF VENTURERS' DEFICIT
FROM INCEPTION (MARCH 6, 1999) TO DECEMBER 21, 1999
<TABLE>
<S> <C>
Equity Contributed by the Venturers...................................................... $ 9,000
Net Loss for the period.................................................................. (107,649)
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ENDING DEFICIT................................................................ $ (98,649)
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</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
VPN.COM JV PARTNERS
STATEMENT OF CASH FLOWS
FROM INCEPTION (MARCH 6, 1999) TO DECEMBER 21, 1999
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss................................................................................. $ (107,649)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation............................................................................. 5,928
(Increase) in receivables............................................................. (6,555)
(Increase in Accounts payable......................................................... 41,302
Increase in Accrued Expenses.......................................................... 44,532
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NET CASH USED IN OPERATING ACTIVITIES (22,442)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Furniture, fixtures and
Computers............................................................................. (36,235)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable .......................................................... 53,416
Equity Contributions.................................................................. 5,000
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Net cash provided by financing activities:............................................... 58,416
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Net decrease in cash & cash
equivalent............................................................................ (261)
CASH & CASH EQUIVALENT - BEGINNING OF THE PERIOD......................................... --
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CASH & CASH EQUIVALENT (BANK OVERDRAFT) --
END OF THE PERIOD................................................................... $ (261)
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SUPPLEMENTAL DISCLOSURE:
Cash paid during the year for income tax and interest............................... $ --
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SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY:
The statement of cash flow does not include non-cash contribution of equity
of $4,000 in form of certain equipment.
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
VPN.COM JV PARTNERS
NOTES TO FINANCIAL STATEMENTS
FROM INCEPTION (MARCH 6, 1999) TO DECEMBER 21, 1999
NOTE 1--ORGANIZATION, BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
ORGANIZATION AND BASIS OF PRESENTATION
VPN.COM JV Partners (the "Venture"), was formed on March 6, 1999, by and
between EMB Corporation (EMB) (A Hawaii Corporation) and Digital Integrated
Systems, Inc. (DIS) (A Nevada Corporation), for the purposes of conducting a
business of providing Network Bandwidth connectivity and termination facilities
for the benefit of financial services, business and hospitality providers. The
term of Joint Venture was five years from its formation date. EMB contributed
3,500,000 shares of its common stock and use of certain Furniture, fixture and
computers for its 50% share of the joint venture. DIS contributed certain
contractual rights and certain equipment for its 50% share of joint venture. On
December 21, 1999, E-Net Financial Corporation (E-Net) acquired EMB's share in
Joint venture by returning 500,000 shares of EMB which were acquired by E-Net.
Also on December 21, 1999, E-Net acquired DIS's share in Joint venture for a
consideration of $145,000. The Venture also returned 3,500,000 shares of EMB
contributed by EMB as part of its original contribution to the Joint Venture.
CASH AND CASH EQUIVALENTS
The Venture considered all liquid investments with a maturity of three
months or less from the date of purchase that are readily convertible into cash
to be cash equivalents.
USE OF 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 and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
OFFICE FURNITURE, FIXTURES AND COMPUTERS
Office furniture, fixtures and computers have been recorded at cost.
Expenditures for maintenance and repairs were charged to earnings as incurred;
additions, renewals and betterments were capitalized. Depreciation was computed
using the straight-line method over the estimated useful lives of the assets.
INCOME TAXES
The Venture was not subject to Federal and State income taxes. The Net loss
of the Venture was allocated to Venturers in accordance with their ownership
percentage. Accordingly, no provision of Federal or State income taxes is
provided for in these financial statements.
COSTS OF START-UP ACTIVITIES
In April 1998, the ASEC of AICPA issued SOP No. 98-5, "Reporting on the
costs of start-up activities", effective for fiscal years beginning after
December 15, 1998. SOP 98-5 requires the costs of start-up activities and
organization costs to be expensed as incurred. The Venture adopted this standard
in 1999 and the implementation of this standard did not have a material impact
on its financial statements.
CLIENT SERVICE REVENUE AND PRODUCT SALES
Client service revenue and product sales represents estimated net
realizable amounts from clients, third-party payers and others for services
rendered and products sold. Revenue was recognized when services were performed
or products were delivered to the customers.
<PAGE>
NOTE 2--OFFICE FURNITURE, FIXTURES AND COMPUTERS
Office furniture, fixtures and computers at December 21, 1999, consisted of
the following:
<TABLE>
<S> <C>
Furniture & fixtures............................................................................ $ 6,955
Computers....................................................................................... 33,280
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$ 40,235
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</TABLE>
NOTE 3--ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses as of December 21, 1999, consisted of
the following:
<TABLE>
<S> <C>
Consulting....................................................................................... $ 3,500
Telecommunication services....................................................................... 30,741
Purchase of equipment............................................................................ 10,291
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$ 44,532
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</TABLE>
NOTE 4--NOTE PAYABLE
The note is payable to Market Ability Inc, which is owned by E.G. Marchi,
sole proprietor of the management company, VPN Communications, Inc., LLC, which
managed the day to day operations of the Venture. The note is unsecured, payable
on demand and carries an interest rate of 10% per year.
NOTE 5--SUBSEQUENT EVENTS
On December 22, 1999, E-Net Financial Corporation transferred all the
assets of VPN.COM JV Partners to its subsidiary, City Pacific International USA,
Inc. and dissolved the Venture. On January 13, 2000, City Pacific International
USA, Inc. changed its name to VPNCOM.NET.Corporation. On March 1, 2000, E-Net
Financial Corporation sold its subsidiary VPNCOM.NET.Corporation to E.G. Marchi,
the owner of Market Ability, Inc. and sole proprietor of the management company,
VPN Communications, Inc., LLC.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-21-1999
<PERIOD-START> MAR-06-1999
<PERIOD-END> DEC-21-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 6,555
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,555
<PP&E> 40,235
<DEPRECIATION> 5,928
<TOTAL-ASSETS> 40,862
<CURRENT-LIABILITIES> 139,511
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 40,862
<SALES> 0
<TOTAL-REVENUES> 65,197
<CGS> 73,793
<TOTAL-COSTS> 73,793
<OTHER-EXPENSES> 98,154
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 899
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (107,649)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
