8-K/A 1 a2046580z8-ka.txt FORM 8-K/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A-1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 3, 2000 HTTP TECHNOLOGY, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 0-26886 13-4148725 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 46 Berkeley Square, London W1J 5AT, United Kingdom -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 011-44 20 7598-4070 -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Internet Holdings, Inc., 16 Curzon Street, Mayfair, London W1Y 7FF United Kingdom -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On May 23, 2000, HTTP Technology, Inc., formerly known as Internet Holdings, Inc. (the "Company") filed a Current Report on Form 8-K (the "Initial Report") with the Securities and Exchange Commission, which reported the offer by the Company to acquire all of the issued and outstanding shares of Radical Technology Plc ("RadTech") in a stock-for-stock transaction. The Initial Report also reported that as of May 19, 2000, shareholders holding approximately 85.35% of the RadTech shares had irrevocably undertaken to accept the offer, making the acquisition unconditional. RadTech is an English company that develops computer software, integrates business systems and supplies package software. This Amendment hereby amends and supplements Item 7 to the Initial Report to include the financial statements and PRO FORMA financial information contained herein, which the Company is required to report pursuant to Items 7(a) and (b) of Form 8-K in connection with the acquisition. The purchase price for the RadTech shares was approximately $12.2 million. The Company paid the purchase price by issuing to the stockholders of RadTech an aggregate of 2,563,428 shares (the "Shares") of the Company's common stock, par value $0.001 per share. At the time of the acquisition of the RadTech shares, Stefan Allesch-Taylor, the Company's Chairman and CEO, was an independent director of RadTech. There was no other relationship between RadTech and the stockholders of Radtech, and the Company or any of the Company affiliates or any director or officer of the Company or any associate of any such director or officer. The Company has agreed to register all of the Shares with the Securities and Exchange Commission. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED Report of Independent Auditors F-1 Balance Sheets as of March 31, 2000 and 1999 F-2 Statements of Operations for the Years Ended March 31, 2000 and 1999 F-3 Statements of Cash Flows for the Years Ended March 31, 2000 and 1999 F-4 Notes to Financial Statements F-5 (b) PRO FORMA FINANCIAL INFORMATION Pro-Forma Financial Data F-15 Pro-Forma Consolidated Statement of Operations for the Period from Inception to December 31, 1999 F-16 Pro-Forma Consolidated Balance Sheets for the Period Ended December 31, 1999 F-17 Notes to Pro-Forma Financial Data F-18 (c) EXHIBITS EXHIBIT 2.1 Offering Document to acquire shares of Radical Technology, Plc (filed with the Current Report on Form 8-K dated May 23, 2000).
AUDITORS' REPORT TO THE SHAREHOLDERS OF RADICAL TECHNOLOGY PLC To the Shareholders of Radical Technology plc: We have audited the accompanying balance sheets of Radical Technology plc as of March 31, 2000 and the related statements of profit and loss and cash flows for the year ended March 31, 2000. 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 audits. We conducted our audit in accordance with auditing standards generally accepted in the United States. 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 audits 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 Radical Technology plc as of March 31, 2000, and the results of its operations and its cash flows for the year ended March 31, 2000 in conformity with accounting principles generally accepted in the United Kingdom Accounting practices used by the Company in preparing the accompanying financial statements conform with generally accepted accounting principles in the United Kingdom, but do not conform with accounting principles generally accepted in the United States. A description of these differences and a reconciliation to United States generally accepted accounting principles is set forth in Note 18. 1 Purley Road LEES PURLEY Chartered Accountants Surrey CR8 2HA Registered Auditor 31st May 2000 ---------------------- ------------- RADICAL TECHNOLOGY PLC BALANCE SHEET AS AT 31ST MARCH 2000
FIXED ASSETS NOTES 2000 1999 ------------ ----- ---- ---- Intangible Assets 5 $ 770,597 $ 59,149 Tangible Assets 6 46,564 42,391 ---------- ---------- 817,161 101,540 CURRENT ASSETS Work in progress 35,405 28,984 Debtors 7 404,100 366,643 Cash at bank and in hand 81,662 577 ---------- ---------- 521,167 396,204 ---------- ---------- CREDITORS: Amounts falling due within one year 8 180,353 310,713 ---------- ---------- 180,353 310,713 ---------- ---------- NET CURRENT ASSETS 340,814 85,491 ---------- ---------- TOTAL ASSETS LESS CURRENT LIABILITIES 1,157,975 187,031 ========== ========== CAPITAL AND RESERVES Called up share capital 9 284,788 212,449 Share premium account 11 869,238 -- Profit and loss account 11 3,949 (25,418) ---------- ---------- EQUITY SHAREHOLDERS' FUNDS 12 1,157,975 187,031 ========== ==========
Approved by the Board on: 31st May 2000 G R BOOT ------------------------------------ G R Boot - Director J A BURNS ------------------------------------ J A Burns - Director The notes on pages F-5 to F-14 form an integral part of these financial statements F-2 RADICAL TECHNOLOGY PLC LIMITED PROFIT AND LOSS ACCOUNT YEAR ENDED 31ST MARCH 2000
NOTES 2000 1999 ----- ---- ---- Turnover 1 $ 1,150,259 $ 1,902,940 Change in Work in progress 6,858 29,726 Own work capitalised 720,498 32,559 ----------- ----------- 1,877,615 1,965,225 Staff costs 3 (1,159,639) (1,315,675) Depreciation (12,817) (9,082) Other operating income 7,611 -- Other operating charges (681,160) (659,410) ----------- ----------- Operating Profit/(Loss) 31,610 (19,185) Interest Receivable and Similar Income 1,372 -- Interest Payable and Similar Charges (8,590) (1,442) ----------- ----------- Profit/(Loss) on Ordinary Activities Before Taxation 2 24,392 (20,627) Tax on Profit/(Loss) on Ordinary Activities 4 -- -- ----------- ----------- Profit/(Loss) for the financial year 24,392 (20,627) =========== ===========
All disclosures relate only to continuing operations. There were no recognised gains or losses other than the profit or loss for the year. The notes on pages F-5 to F-14 form an integral part of these accounts F-3 RADICAL TECHNOLOGY PLC CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2000
NOTE 2000 1999 ---- ---- ---- Operating Profit/(Loss) $ 31,610 $ (19,185) Depreciation Charges 12,817 9,081 Increase in Stocks (6,778) (29,726) Increase in Debtors (37,024) (376,033) (Decrease)/Increase in Creditors (67,304) 248,587 --------- --------- Net cash outflow from operating activities (66,679) (167,276) ================================================================================================== CASH FLOW STATEMENT Net cash outflow from operating activities (66,679) (167,276) Returns on investment and servicing of income 12 (7,218) (1,442) Capital Expenditure (738,367) (113,223) --------- --------- (812,264) (281,941) Financing 12 960,535 212,446 --------- --------- Net increase/(decrease) in cash 148,271 (69,495) ========= ========= ================================================================================================== Reconciliation of net cash movement to movement in net debt Increase/(Decrease) in cash 13 148,271 (69,495) Translations difference on cash flows (4,841) 1,739 Opening Net debt (67,759) -- --------- --------- Closing net debt 75,671 (67,759) ========= =========
The notes on pages F-5 through F-14 form an integral part of these financial statements. F-4 RADICAL TECHNOLOGY PLC NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2000 1. ACCOUNTING POLICIES The financial information has been prepared in accordance with Accounting Standards currently applicable in the UK. A summary of the more important accounting policies, which have been applied consistently for both the two financial years ended 31 March 2000, is set below: a. BASIS OF ACCOUNTS The financial statements have not been prepared for the purposes of section 226 of the Companies Act 1985 (the "Act), and therefore do not constitute statutory accounts within the context of the Act. However, the financial statements include all disclosures required under the Companies Act with the exception of a directors' report, which is not required in order for the financial statements to give a true and fair view of the state of affairs at any point in time. Accordingly, the financial statements comply with UK GAAP Statutory accounts for the years ended 31 March 1999 and 31 March 2000 have been delivered to the Registrar of Companies. The auditors' reports on those accounts were unqualified and did not contain a statement under section 237(2) or 237(3). b. ACCOUNTING CONVENTION The financial statements are prepared under the historical cost convention and in accordance with applicable accounting standards. c. DEPRECIATION Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost of each asset over its expected useful life as follows: Fixtures and fittings 15% per annum on reducing balance Computer Hardware 25% per annum on a straight line Bought in software 20% per annum on a straight line d. DEVELOPED SOFTWARE Expenditure is charged as incurred, with the exception of software development expenditure on an individual project where the future recoverability can be foreseen with reasonable assurance. Any expenditure carried forward is amortised in line with the expected sales from the related project. e. TURNOVER Turnover represents the value of work executed for clients during the year excluding Value Added Tax. F-5 RADICAL TECHNOLOGY PLC NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2000 f. STOCKS AND WORK IN PROGRESS Stocks and work in progress are stated at the lower level of cost and net realisable value. Cost includes all production overheads and an attributable proportion of indirect overhead expenses. g. LONG TERM CONTRACTS Amounts recoverable on contracts, which are included in debtors, comprise cost plus attributable profit less provision for foreseeable losses. Cost includes direct staff costs and outlays, together with attributable overheads. Attributable profit is only added where the contract can reasonably assessed before its conclusion and consideration is also given to the percentage of contract completed. Fees rendered on account are deducted from amounts recoverable on contracts and, to the extent that they exceed the value of work done, are included in creditors as payment on account. h. FOREIGN CURRENCY Assets and liability denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling and recorded at the rate ruling at the date of the transaction. All exchange differences are dealt with in the profit and loss account. i. LEASING AND HIRE PURCHASE COMMITMENTS Assets obtained under finance leases and hire purchase contracts are capitalised in the balance sheet and are depreciated over their useful lives. The interest element of the lease and hire purchase contracts is charged to the profit and loss account at a constant rate over the period of the agreement. Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the lease term. j. DEFERRED TAXATION The company provides for deferred taxation on the liability method and provision is made to the extent that there is a reasonable probability that a liability will crystallise in the foreseeable future. k. PENSION COSTS The company does not operate a pension scheme. F-6 RADICAL TECHNOLOGY PLC NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2000
2. PROFIT ON ORDINARY ACTIVITIES 2000 1999 ---- ---- $ $ This is stated after charging Auditor's remuneration 3,544 3,307 Depreciation 12,967 7,428 Rent 39,668 31,705 Amortisation -- 1,653 Interest on bank overdraft 8,590 1,442 Computer operating lease charges 77,930 70,766 Equipment hire 876 -- 3. STAFF COSTS INCLUDING DIRECTORS 2000 1999 ------------------------------- ---- ---- $ $ Wages and salaries 1,015,683 1,192,248 Social security costs 143,956 123,427 Other pension costs -- -- --------- --------- 1,159,639 1,315,675 --------- --------- 2000 1999 ---- ---- NO. NO. Average number of employees 23 27 (including executive directors) $ $ Directors' emoluments as executives 349,868 284,986 Pension contributions -- -- --------- --------- 349,868 284,986 ========= ========= Highest paid director 96,241 91,263 ========= =========
4. TAX ON PROFIT/(LOSS) ON ORDINARY ACTIVITIES There is no corporation tax charge based on the results for the year. F-7 RADICAL TECHNOLOGY PLC NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2000
5. INTANGIBLE ASSETS DEVELOPED SOFTWARE $ COST At 1st April 1999 60,011 Additions 712,178 ------- At 31st March 2000 772,189 ------- DEPRECIATION At 1st April 1999 1,592 Charge for the Year -- ------- At 31st March 2000 1,592 ------- NET BOOK VALUE At 31st March 2000 770,597 ======= At 1st April 1999 59,149 ======= 6. TANGIBLE FIXED ASSETS FIXTURES COMPUTER BOUGHT IN & FITTINGS HARDWARE SOFTWARE TOTAL ---------- -------- -------- ----- $ $ $ $ COST At 1st April 1999 22,691 11,202 15,128 49,021 Additions 1,796 15,867 -- 17,663 ------- ------- ------- ------- At 31st March 2000 24,487 27,069 15,128 66,684 ------- ------- ------- ------- DEPRECIATION At 1st April 1999 3,171 1,471 2,511 7,153 Charge for the year 3,176 6,765 3,026 12,967 ------- ------- ------- ------- At 31st March 2000 6,347 8,236 5,537 20,120 ------- ------- ------- ------- NET BOOK VALUE At 31st March 2000 18,140 18,833 9,591 46,564 ======= ======= ======= ======= At 1st April 1999 19,763 9,853 12,775 42,391 ======= ======= ======= =======
F-8 RADICAL TECHNOLOGY PLC NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2000
7. DEBTORS 2000 1999 ------- ---- ---- $ $ Trade Debtors 286,645 242,525 Prepayments 117,455 124,118 ------- ------- 404,100 366,643 ======= ======= 8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 2000 1999 ---- ---- $ $ Bank Overdraft (secured) 5,991 68,336 Trade Creditors 51,516 79,767 Other taxes and social security costs 80,592 129,595 Accruals and deferred income 42,254 33,015 ------- ------- 180,353 310,713 ======= =======
In respect of the bank overdraft the security given represents a first fixed and floating charge over all assets of the company. 9. SHARE CAPITAL
2000 1999 ---- NO (POUND) NO (POUND) -- -- Authorised Ordinary shares of 5p each (1999:(pound)1 each) 20,000,000 1,000,000 1,000,000 1,000,000 =========== ========= =========== =========== $ $ Allotted, called up and fully paid Ordinary shares of 5p each 3,577,511 284,788 128,500 212,449 =========== ========= =========== ===========
On 20th October 1999 the Ordinary (pound)1 shares were subdivided into Ordinary 5p shares. During the year 7,880 Ordinary (pound)1 shares and 849,911 Ordinary 5p shares were issued in order to increase the capital base of the company. F-9 RADICAL TECHNOLOGY PLC NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2000 10. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
2000 1999 ---- ---- $ $ Profit/(Loss) for the financial year 24,392 (20,627) Foreign Currency Translation Adjustment 4,975 (4,791) Issue of Share Capital 941,577 212,446 --------- ------- Net addition to shareholders funds 970,944 187,028 Opening shareholders funds at 1st April 1999 187,031 3 --------- ------- Closing shareholders funds at 31st March 2000 1,157,975 187,031 ========= =======
11 RESERVES SHARE -------- PROFIT & LOSS PREMIUM ACCOUNT ACCOUNT ------- ------- $ $ At beginning of year (25,418) - Retained profit for the year 24,392 - Foreign Currency Translation Adjustment 4,975 - Share premium arising in year - 869,238 -------- ------- At 31st March 2000 3,949 869,238 ======== =======
12. GROSS CASH FLOWS 2000 1999 ---------------- ---- ---- $ $ RETURNS ON INVESTMENTS AND SERVICE OF FINANCE Interest received 1,372 - Interest paid (8,590) (1,442) -------- -------- (7,218) (1,442) ======== ======== CAPITAL EXPENDITURE Payments to acquire intangible fixed assets (720,498) (62,318) Payments to acquire tangible fixed assets (17,869) (50,905) -------- -------- (738,367) (113,223) ======== ======== FINANCING Issuing of ordinary share capital 960,535 212,446 ======== ========
F-10 RADICAL TECHNOLOGY PLC NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2000 13. ANALYSIS OF CHANGES IN NET DEBT
AT 1 APRIL CASH EXCHANGE AT 31 MARCH 1999 FLOWS DIFFERENCES 2000 ---------- ----- ----------- ---- $ $ $ $ Cash at Bank and in hand 577 84,873 (3,788) 81,662 Overdrafts (68,336) 63,398 (1,053) (5,991) ------- ------- -------- ------ Total net debt (67,759) 148,271 (4,841) 75,671 ======= ======= ======== ======
14. COMMITMENTS Annual commitments under operating leases are as follows:
2000 1999 ---- ---- LAND & LAND & BUILDINGS OTHER BUILDINGS OTHER --------- ----- --------- ----- $ $ $ $ Date of Expiry Within One Year - 25,722 - 43,369 Between two and five year 47,763 48,788 47,843 33,156 ------ ------ ------ ------ 47,763 74,510 47,843 76,525 ====== ====== ====== ======
15. RELATED PARTY A director of the company, Mr G R Boot, received fees of $26,783 and disbursements of $13,898 in respect of services provided to the company prior to completion of the purchase of the business of MDA Computing Ltd. No such fees were paid to him during the year ended 31st March 2000. 16. CONTINGENT LIABILITIES The Company operates an interest free loan scheme for all directors and employees through an arrangement with National Westminster Bank plc. Loans of up to 7 1/2% of annual salary, or $3,821 if lower, are available after 3 months service. During the year a total of $36,337 was made available under this arrangement and $26,938 was outstanding at 31st March 2000. The Company ultimately guarantees the loan. F-11 RADICAL TECHNOLOGY PLC NOTES TO THE FINANCIAL STATEMENTS AS AT 31ST MARCH 2000 17. PENSION COSTS The company does not operate a pension scheme. 18. RECONCILIATION TO US GAAP The company's financial statements are prepared in accordance with generally accepted accounting principles applicable in the United Kingdom (UK GAAP), which materially differ in certain respects from those applicable in the United States (US GAAP). The significant areas of difference affecting the financial statements are described below: a) Income taxes Under UK GAAP, the Company provides for deferred taxation using the partial liability method on all timing differences to the extent that it is considered probable that the liabilities will crystallise in the foreseeable future. Deferred tax assets are recognised to the extent that they are recoverable with replacement in the foreseeable future. Under US GAAP, deferred taxation is provided for all temporary differences on a full liability basis. Deferred tax assets are also recognised (net of valuation allowances) to the extent that it is more likely than not that the benefit will be realised. Under both UK and US GAAP, there is no deferred tax recognised in the financial statements. b) Statement of cash flows The cash flow statement, prepared in accordance with Financial Reporting Standard No. 1 (Revised) "Cash Flow Statements" presents substantially the same information as that required under US GAAP. Under US GAAP however, there are certain differences from UK GAAP with regard to classification of items within the cash flow statement and with regard to the definition of cash and cash equivalents. Under UK GAAP, cash flows are presented separately for operating activities, returns on investments and servicing of finance; taxation; capital expenditure and financial investment; acquisitions and disposals; equity dividends paid; and management of liquid resources and financing. Under US GAAP however, only three categories are reported, being operating activities, investing activities and financing activities. Cash flows from returns on investments and servicing of finance, and taxation are included within operating activities under US GAAP. Cash flows from capital expenditure and financial investment and cash flows from acquisitions and disposals are included within investing activities. Cash flows from equity dividends paid and management of liquid resources are included within financing activities. The presentation of cash flows provided by (used in) operating, investing and financing activities, classified in accordance with US GAAP would be as follows: F-12
Year ended March 31 -------------------------- 2000 1999 -------------------------- Net cash provided by operating activities (66,679) (167,276) Net cash provided by investing activities (812,264) (281,941) Net cash provided by financing activities 960,535 212,446 Net increase (decrease) in cash under US GAAP 148,271 (69,495)
c) Balance sheet presentation The balance sheet prepared in accordance with UK GAAP differs in certain respects from US GAAP. For example, under UK GAAP, current assets are presented after fixed assets; creditors falling due within one year are deducted from current assets to present `total assets less current liabilities'. d) Comprehensive income Comprehensive income (loss) under US GAAP in each of the years ended 31 March 2000 and 1999 is $29,367 and $(25,418), respectively. Other comprehensive income arises solely from the retranslation of foreign operations into US$. F-13 e) New accounting pronouncements In December 1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") 101, "Revenue Recolmition in Financial Statements;" which provides guidance related to revenue recognition based on interpretations and practices followed by the SEC. The Company does not expect the implementation of SAB 101 to have a material effect on its financial position or results of operations. In March 2000, the FASB issued interpretation No. 44, "Accounting for Certain Transactions involving Stock Compensation, and Interpretation of APB Opinion No. 25" (FIN. 44). The interpretation is intended to clarify certain problems that have arisen in practice since the issuance of APB No. 25 "Accounting for Stock Issued to Employees." The effective date of the interpretation is July 1, 2000. The provisions of the interpretation will apply prospectively, but it will also cover certain events occurring after December 15, 1998 and after January 12, 2000. The adoption of FIN. 44 did not have an effect on the current or historical consolidated financial statements. F-14 HTTP TECHNOLOGY, INC. (F/K/A INTERNET HOLDINGS, INC.) PRO-FORMA FINANCIAL DATA The 1999 pro-forma statement of operations combines the Company's consolidated statement of operations for its initial fiscal period from October 18, 1999 to December 31, 1999 with RadTech's statement of operations for the fiscal period from October 18, 1999 to December 31, 1999 as if the acquisition was consummated on October 18, 1999. The pro forma balance sheet combines the Company's balance sheet as of December 31, 1999 with RadTech's balance sheet as of March 31, 2000, as if the transaction had been completed on October 18, 1999. The pro-forma financial data is not necessarily indicative of the actual operating results that would have occurred, or the future operating results that will occur as a consequence of such acquisition. F-15 HTTP TECHNOLOGY, INC. AND RADICAL TECHNOLOGY PLC PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE PERIOD FROM INCEPTION TO DECEMBER 31, 1999
HTTP Radical Adjustments Pro-Forma ----------------- ----------------- ---------------- ----------------- REVENUES $ 10,971 $ 107,409 $ - $ 118,380 COSTS AND EXPENSES 167,270 174,079 6,809 - MERGER - RELATED EXPENSES (a) 472,844 - - 472,844 ---------------- ---------------- --------------- ---------------- NET INCOME (LOSS) $ 4,162 $ (59,861) $ (472,844) $ (528,543) ================ ================ =============== ================ PER SHARE DATA: Net income (loss) $ - $ - $ - $ (0.05) ================ ================ =============== ================ Weighted average number of common shares outstanding 9,002,596 - 1,281,714 10,284,310 ================ ================ =============== ================
See notes to pro-forma financial statements. F-16 HTTP TECHNOLOGY, INC. AND RADICAL TECHNOLOGY PLC PRO-FORMA CONSOLIDATED BALANCE SHEET FOR THE PERIOD ENDED DECEMBER 31, 1999
ASSETS HTTP Radical Adjustments Pro-Forma ------ ------------ ------------- --------------- ----------------- CURRENT ASSETS: Cash $ 506,149 $ 81,662 $ - $ 587,811 Accounts Receivable - 404,100 - 404,100 Accrued interest receivable 1,474 - - 1,474 Work in progress - 35,405 - 35,405 Prepaid expense 194,445 - - 194,445 ---------- ---------- ----------- ------------ Total current assets 702,068 521,167 - 1,223,235 INVESTMENTS, at cost 666,406 - - 666,406 PROPERTY AND EQUIPMENT, at cost, net of $ - $ 46,564 $ - $ 46,564 accumulated depreciation of $20,120 INTANGIBLE ASSET, at cost, net of accumulated $ - $ 770,597 $ - $ 770,597 amortization of $1,592 EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED, $ - $ - $11,186,321 $ 11,186,321 net of accumulated amortization of $472,844 ---------- ---------- ----------- ------------ $1,368,474 $1,338,328 $11,186,321 $ 13,893,123 ========== ========== =========== ============ LIABILITIES AND STOCKHOLDERS' EQUITY -------------------- CURRENT LIABILITIES: Accounts payable and accrued expenses $ 85,591 $ 180,353 $ - $ 265,944 ---------- ---------- ----------- ------------ Total current liabilities 85,591 180,353 - 265,944 ---------- ---------- ----------- ------------ CONVERTIBLE NOTE, subsequently converted 50,000 - - 50,000 ---------- ---------- ----------- ------------ Total liabilities 135,591 180,353 - 315,944 ---------- ---------- ----------- ------------ COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock, $.001 par value, 50,000,000 shares authorized, 12,641,184 shares issued and outstanding 11,359 284,788 (283,506) 12,641 Additional paid-in capital 1,217,362 869,238 11,946,620 14,033,220 Retained earnings 4,162 3,949 (476,793) (468,682) ---------- ---------- ----------- ------------ 1,232,883 1,157,975 11,186,321 13,577,179 $1,368,474 $1,338,328 $11,186,321 $ 13,893,123 ========== ========== =========== ============
See notes to pro-forma financial statements. F-17 HTTP TECHNOLOGY (F/K/A INTERNET HOLDINGS, INC.) NOTES TO CONSOLIDATED PRO-FORMA STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999: (a) This adjustment records amortization of $472,844 of goodwill recognized in the acquisition (total goodwill of $9,945,933 was recognized which is to be amortized over a five year life). F-18 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. HTTP TECHNOLOGY, INC. By: /s/ JASON E. FORSYTH --------------------------- Jason E. Forsyth Chief Financial Officer Date: June 25, 2001