<PAGE>
As filed with the Securities and Exchange Commission on May 22, 2000.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 1, 1999
(Date of earliest event reported)
LMKI, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-26578 33-0662114
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
3355 Michelson Drive, Suite 300, Irvine, California 92612
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 794-3000
Not applicable
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective as of June 1, 1999, the Company acquired MobileNetics
Corporation, a California corporation "MobileNetics"), in exchange for
10,000,000 shares of the Company's common stock valued at $0.265 per share,
which represented 50% of the closing bid price of the Company's common stock on
the date of issuance (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 August 31, 1999.
In connection with its review of the Registration Statement, the
Company determined that the acquisition was significant under Rule 3-05 of
Regulation S-X promulgated under the Securities Act of 1933, as amended.
Accordingly, the Commission requires that the Company file under the Securities
Exchange Act of 1934, as amended, financial statements of MobileNetics for the
fiscal years ended December 31, 1998 and 1997 and pro forma financial statements
for the nine months ended May 31, 1999 and the year ended August 31, 1998. The
pro forma financial statements are attached as Exhibit 99.2 to this Amended
Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The balance sheet, statement of operations, statement of changes in
stockholders' equity and statement of cash flows of MobileNetics for the five
months ended May 31, 1999 (unaudited) and years ended December 31, 1998 and
1997, were filed previously in Form 8-K filed April 12, 2000.
(b) Pro Forma Financial Information.
The pro forma condensed statement of operations for the nine months
ended May 31, 1999 (unaudited) and the pro forma condensed statement of
operations for the year ended August 31, 1998 (unaudited) are attached as
Exhibit 99.2.
(c) Exhibits.
23.1 Consent of Lesley, Thomas, Schwarz & Postma, Inc., certified public
accountants, previously filed in Form 8-K filed April 12, 2000.
99.1 The balance sheet, statement of operations, statement of changes in
stockholders' equity and statement of cash flows of MobileNetics for
the five months ended May 31, 1999 (unaudited) and the years ended
December 31, 1998 and 1997 (including the notes relating thereto and
the report of independent auditor thereon), previously filed in Form
8-K filed April 12, 2000.
99.2 Pro forma condensed statement of operations for the nine months ended
May 31, 1999 (unaudited) and the year ended August 31, 1998
(unaudited).
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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 Irvine, State of
California, on May 22, 2000.
LMKI, INC.
/S/ JOHN W. DIEHL, JR.
By -------------------------------------
John W. Diehl, Jr.
Chief Financial Officer
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INDEX TO EXHIBITS
The following exhibits are filed with the Current Report on Form 8-K.
Exhibit No. Description
- ----------- -----------
23.1 Consent of Lesley, Thomas, Schwarz & Postma, Inc., certified
public accountants, previously filed in Form 8-K filed April
12, 2000.
99.1 The balance sheet, statement of operations, statement of
changes in stockholders' equity and statement of cash flows of
MobileNetics for the five months ended May 31, 1999
(unaudited) and the years ended December 31, 1998 and 1997
(including the notes relating thereto and the report of
independent auditor thereon), previously filed in Form 8-K
filed April 12, 2000.
99.2 Pro forma condensed statement of operations for the nine
months ended May 31, 1999 (unaudited) and the year ended
August 31, 1998 (unaudited).
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Exhibit 99.2
Pro Forma Condensed Financial Information
Acquisition of Mobilenetics Corporation
The accompanying unaudited pro forma condensed statements of operations have
been prepared to reflect that the acquisition of Mobilenetics Corporation ("MC")
by LMKI, Inc. as if the acquisition had occurred as of the beginning of each of
the periods presented.
On June 1, 1999 LMKI, Inc. consummated its acquisition of MC. The pro forma
condensed statements of operations for the nine months ended May 31, 1999 and
the year ended August 31, 1998 are based on historical unaudited statements of
operations of LMKI, Inc. and MC for those periods. The pro forma condensed
statements of operations are not intended to be indicative of the results of
operations which actually would have been realized had the merger occurred at
the times assumed, nor of the future results of operations of the combined
entities. The accompanying pro forma condensed statements of operations should
read in connection with the historical financial statements and notes of LMKI,
Inc. and MC. A pro forma condensed Balance Sheet of LMKI, Inc. has not been
provided as the affects of the acquisition are already reflected in the August
31, 1999 annual consolidated financial statements of LMKI, Inc. as included
elsewhere herein.
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<TABLE>
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
Nine Months Ended May 31, 1999
<CAPTION>
Pro Forma Pro Forma
LMKI, Inc. (1) MC (2) Adjustments Combined
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Revenues $ 546,945 $ 624,835 $ - $ 1,171,780
Direct Expenses 212,242 574,377 - 786,619
---------------- ---------------- ---------------- ----------------
Gross Profit 334,703 50,458 - 385,161
Operating Expenses
Selling, General,& Administrative 436,123 715,458 - 1,151,581
Other income (expense):
Interest expense 9,811 12,335 - 22,146
---------------- ---------------- ---------------- ----------------
Loss before provision for income taxes (111,231) (677,335) - (788,566)
Provision for income taxes - (21,591) - (21,591)
---------------- ---------------- ---------------- ----------------
Net Loss $ (111,231) $ (655,744) $ - $ (766,975)
================ ================ ================ ================
Loss per share information:
Basic and diluted loss per share from
continuing operations $ (0.005) $ (0.024)
================ ================
Weighted average number of shares of
common stock, basic and diluted 22,209,888 32,209,888 (3)
================ ================
</TABLE>
(1) Represents the unaudited results of operations of LMKI, Inc. for the
nine-months ended May 31, 1999 as reflected in Form 10QSB/A filed on
April 13, 2000.
(2) Represents the unaudited results of operations of Mobilenetics
Corporation for the nine-months ended May 31, 1999.
(3) Includes the 10,000,000 shares issued to the sole stockholder of MC.
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<TABLE>
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
Year Ended August 31, 1998
<CAPTION>
Pro Forma Pro Forma
LMKI, Inc. (1) MC (2) Adjustments Combined
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Revenues $ 397,363 $ 676,310 $ - $ 1,073,673
Direct Expenses 52,001 211,696 - 263,697
-------------- -------------- -------------- --------------
Gross Profit 345,362 464,614 - 809,976
Operating Expenses
Selling, General,& Administrative 391,038 406,496 - 797,534
Other income (expense):
Interest expense 5,843 3,829 - 9,672
-------------- -------------- -------------- --------------
Loss before provision for income taxes (51,519) 54,289 - 2,770
Provision for income taxes 2,300 12,369 - 14,669
-------------- -------------- -------------- --------------
Net Loss $ (53,819) $ 41,920 $ - $ (11,899)
============== ============== ============== ==============
Loss per share information:
Basic and diluted loss per share from
continuing operations $ (0.003) $ (0.001)
============== ==============
Weighted average number of shares of
common stock, basic and diluted 15,799,269 25,799,269 (3)
============== ==============
</TABLE>
(1) Represents the unaudited results of operations of LMKI, Inc. for the
twelve-months ended August 31, 1999 as reflected in Form 10KSB filed on
September 15, 1999.
(2) Represents the unaudited results of operations of Mobilenetics
Corporation for the twelve-months ended August 31, 1999.
(3) Includes the 10,000,000 shares issued to the sole stockholder of MC.
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