-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WXKFRweW3Im84AAosWYdHMeBMNrrl1XJsbwuATwo4RWPJTXjtjIuS+ao5s/1pZBy CzCFEQmHftD/zHWCGlMjew== 0000889812-00-003521.txt : 20000922 0000889812-00-003521.hdr.sgml : 20000922 ACCESSION NUMBER: 0000889812-00-003521 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 DATE AS OF CHANGE: 20000907 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONT PORCH DIGITAL INC CENTRAL INDEX KEY: 0001025707 STANDARD INDUSTRIAL CLASSIFICATION: 7389 IRS NUMBER: 860793960 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 333-16031 FILM NUMBER: 701890 BUSINESS ADDRESS: STREET 1: 1810 CHAPEL AVE W STREET 2: SUITE 130 CITY: CHERRY HILL STATE: NJ ZIP: 08002 BUSINESS PHONE: 8566333500 MAIL ADDRESS: STREET 1: 1810 CHAPEL AVE W STREET 2: SUITE 130 CITY: CHERRY HILL STATE: NJ ZIP: 08002 FORMER COMPANY: FORMER CONFORMED NAME: EMPIRE COMMUNICATIONS CORP DATE OF NAME CHANGE: 19980327 FORMER COMPANY: FORMER CONFORMED NAME: LITIGATION ECONOMICS INC DATE OF NAME CHANGE: 19961022 10QSB 1 0001.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________. Commission File Number 33-16031 ------------ FRONT PORCH DIGITAL INC. --------------------------------------------------- (Name of small business issuer as specified in its charter) Nevada 86-0793960 ----------------------------- ------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1810 Chapel Avenue West, Suite 130 Cherry Hill, NJ 08002 --------------------------------------- (Address of principal executive offices) 856-663-3500 -------------------------- (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of June 30, 2000, 16,027,500 shares of the issuer's common stock were outstanding. Transitional Small Business Disclosure Format (check one); Yes [ X ] No [ ] 1 FRONT PORCH DIGITAL INC. FORM 10-QSB INDEX PAGE PART I. Financial Information 3 Item 1. Financial Statements: Balance Sheets - June 30, 2000 and December 31, 1999 3 Statements of Operations - Three and Six Months ended June 30, 2000 and 1999 4 Statement of Stockholders' Equity - December 31, 1999 and June 30, 2000 5 Statements of Cash Flows - Six months ended June 30, 2000 and 1999 6 Notes to Financial Statements 7 Item 2. Management's Discussion and Analysis or Plan of Operation 9 Item 3. Quantitative and Qualitative Disclosures about Market Risk 11 PART II. Other Information: 11 Item 1. Legal Proceedings 11 Item 2. Changes in Securities and Use of Proceeds 11 Item 3. Defaults Upon Senior Securities 12 Item 4. Submission of Matters To A Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 13 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Front Porch Digital Inc. Balance Sheet (Unaudited) [Predecessor [Unaudited] Company] ------------- ------------- June 30, 2000 Dec. 31, 1999 ------------- ------------- Assets Current Assets Cash $ 252,638 $ 14,483 Accounts Receivable - Trade 1,591 0 Inventory 3,076 0 ------------- ------------- Total Current Assets $ 257,305 $ 14,483 Property & Equipment Net 165,242 0 Investment in Visionary Systems, at cost 300,000 0 ------------- ------------- Total Assets $ 722,547 $ 14,483 ------------- ------------- Liabilities and Stockholders' Equity (Deficit) Current Liabilities Note Payable - Bridge Loans $ 800,000 $ 0 Accounts Payable 98,716 5,075 Payroll-Related Liabilities 0 0 Sales Taxes Payable 0 0 Accrued Expenses 543,718 0 ------------- ------------- Total Current Liabilities $ 1,442,434 $ 5,075 Stockholders' Equity (Deficit) Preferred Stock, non-voting, $.001 par value 5,000,000 shares authorized, none issues or outstanding Common Stock, $.001 par value, 50,000,000 shares authorized 16,028,000 shares issued and outstanding for 2000 23,200,000 shares issues and outstanding for 1999 16,028 23,200 Additional Paid-in Capital $ 411,732 $ 102,800 Subscriptions Receivable (7,000) 0 Accumulated Deficit (1,140,647) (116,592) Total Stockholders' Equity (Deficit) (719,887) 9,408 ------------- ------------- Total Liabilities and Stockholders' Equity (Deficit) $ 722,547 $ 14,483 ------------- ------------- 3 Front Porch Digital Inc. Statement of Operations (Unaudited) [Predecessor Company] ----------------------- For the For the For the For the Three Six Three Six Months Months Months Months Ended Ended Ended Ended --------- --------- --------- --------- 6/30/2000 6/30/2000 6/30/1999 6/30/1999 --------- --------- --------- --------- Revenues $ 33,076 $ 53,457 $ 0 $ 0 Cost of Revenue 22,518 25,008 0 0 --------- --------- --------- --------- $ 10,558 $ 28,449 0 0 --------- --------- --------- --------- Operating Expenses Sales & Marketing 38,016 56,446 0 0 General & Admin 443,500 1,094,275 3,537 7,353 --------- ---------- --------- --------- $ 481,516 $1,150,721 $ 3,537 $ 7,353 --------- --------- --------- --------- Loss from Operations (470,958) (1,122,272) (3,537) (7,353) Interest expense (16,125) (18,375) 0 0 --------- ----------- --------- --------- Net Loss $(487,083) $(1,140,647) $ (3,537) $ (7,353) --------- ----------- --------- --------- Provision for Income Taxes 0 0 0 0 Net Income (Loss) After --------- ----------- --------- --------- Taxes $(487,083) $(1,140,647) $ (3,537) $ (7,353) --------- ----------- --------- --------- Weighted Average Number of Common Shares Outstanding -Basic and diluted 15,892,335 15,874,263 23,200,000 23,200,000 Loss per Common Share -Basic and diluted $ (0.03) $ (0.07) $ (0.00) $ (0.00) 4 Front Porch Digital Inc. Statement of Stockholders' Equity (Unaudited)
Total Common Stock Additional Subscrip- Share- --------------------- Paid-in tion Accumulated holders' Shares Amount Capital Receivable Deficit Equity ---------- ---------- ---------- ----------- ----------- ----------- Balance 12/31/99 46,400,000 $ 23,200 $ 102,800 $(116,592) $ 9,408 Stock Option Compensation Costs $ 36,920 $ 36,920 Recapitalization of Front Porch Digital Inc. (40,000,000) $(16,800) $(102,800) $ 116,592 $ (3,008) Issue shares to Front Porch Digital Share- holders for Merger 9,440,000 $ 9,440 $ (9,240) $ 200 Common stock Issued for cash at $2.00 per share 187,500 $ 188 $ 374,812 $ 375,000 Stock Subscrip- tions paid $ 2,240 $ 2,240 Net loss (1,140,647) $(973,980) ---------- ---------- ---------- ----------- ----------- ----------- Balance ---------- ---------- ---------- ----------- ----------- ----------- 6/30/2000 16,027,500 $ 16,028 $ 411,732 $ (7,000) $(1,140,647) $(553,220) ---------- ---------- ---------- ----------- ----------- -----------
5 Front Porch Digital, Inc. Statements of Cash Flows For the Six Months Ended (Unaudited) June 30, 2000 June 30, 1999 ------------- ------------- Cash flows from operating activities Net loss $ (1,140,647) $ (7,353) Depreciation 8,662 0 Stock Option Compensation Cost 36,920 0 Adjustments to reconcile net loss to net cash used in operating activities Changes in operating assets and liabilities Increase in accounts receivable (1,591) (1,235) Increase in inventory (3,076) 0 Increase in accounts payable 93,641 3,290 Increase in accrued expenses 543,718 0 Other (3,008) 0 ----------- ----------- Net cash used in operating activities $ (465,381) $ (5,298) Cash flows from investing activities Capital expenditures (173,904) 0 Investment in Visionary Systems (300,000) 0 ----------- ----------- Net cash used in investing activities $ (473,904) $ 0 ----------- ----------- Cash flows from financing activities Bridge loan proceeds 800,000 0 Proceeds from issuance of common stock 377,440 20,000 ----------- ----------- Net cash provided by financing activities $1,177,440 $ 0 ----------- ----------- Net increase in cash 238,155 14,702 Cash, beginning of period 14,483 0 ----------- ----------- Cash, end of period $ 252,638 $ 14,702 ----------- ----------- 6 FRONT PORCH DIGITAL INC. NOTES TO FINANCIAL STATEMENTS June 30, 2000 (Unaudited) Note 1 - The Business Front Porch Digital Inc., formerly Empire Communications, Inc. (the "Company"), is a broadband digital media solutions provider that offers services that facilitate the distribution of digital content over a variety of delivery mechanisms, including Internet streaming, digital cable, Digital Versatile Disc (DVD) and digital television. The Company's proprietary production process automates the pre-mastering and programming of broadband video and audio content. Using a software-based production model that decouples the processes of capture, compression, archiving and streaming, the Company is able to offer adaptable yet cost-effective, full-featured digital media services. Note 2 - Basis of Presentation The Company and its current subsidiary, Front Porch Digital, Inc., a Delaware corporation ("Front Porch"), executed an Agreement and Plan of Reorganization (the "Plan"), whereby the Company acquired 100% of the outstanding equity securities of Front Porch from its stockholders (the "Front Porch Stockholders"). The Plan provided for the acquisition of 100% of the outstanding equity securities of Front Porch; the issuance and exchange of 9,400,000 shares of the Company's common stock for the outstanding common stock of Front Porch, which shares of common stock of the Company were "restricted securities" under the Securities Act of 1933, as amended; the contribution of 40,000,000 shares of common stock of the Company owned by Susan M. Grant to the treasury of the Company; and the issuance and exchange of warrants to acquire 7,400,000 shares of the common stock of the Company for the then-outstanding warrants to acquire 7,400,000 shares of the common stock of Front Porch. Prior to the completion of the Plan, there were 46,400,000 outstanding shares of common stock of the Company. Giving effect to the issuance of the shares outlined above and the cancellation of 40,000,000 shares of common stock of the Company as required by the Plan, there were 15,840,000 issued and outstanding shares of common stock of the Company immediately following consummation of the Plan. This transaction is commonly referred to as a "reverse acquisition" where 100% of Front Porch's stock was effectively exchanged for a controlling interest in a publicly-held "shell" corporation, the Company (which concurrently changed its name to Front Porch Digital, Inc.). For financial accounting purposes, this transaction will be treated as the issuance of stock for the net monetary assets of the Company, accompanied by a recapitalization of Front Porch, with no goodwill or other intangible assets recorded. Front Porch was formed on February 1, 2000, and therefore the historical operating results prior to that date are those of Empire Communications, Inc. The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Management of the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2000 are not necessarily indicative of the operating results expected for the year ending December 31, 2000. 7 Note 3 - Going Concern Uncertainty The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company commenced operations in its current line of business on May 2, 2000, and has not had significant revenues. To date, the Company has been able to cover operating costs with existing financial resources from bridge loans and proceeds from the sale of its common stock. Note 4 - Related Party Transactions The Company leases computer equipment and office space on a month-to-month basis from an entity under common control. Rent expense on these leases was $113,740 during the six months ended June 30, 2000. Note 5 - Bridge Loans The Company has entered into $800,000 of unsecured notes payable. These notes bear interest at 9% and are due no later than December 31, 2000. Note 6 - Warrants In connection with the issuance of the notes payable (see Note 5), the Company issued warrants that enable the holders to purchase an aggregate of 800,000 shares of common stock of the Company for a purchase price of $1 per share. These warrants expire on December 31, 2005. In connection with the Plan (Note 2), on May 2, 2000, the Company issued warrants in exchange for identical fully-vested outstanding warrants of Front Porch, which enable the holders to: o purchase an aggregate of 6,000,000 shares of common stock of the Company at an exercise price of $0.50 per share. These warrants expire May 2, 2005 and become exercisable on February 1, 2001; o purchase an aggregate of 920,000 shares of common stock of the Company at an exercise price of $0.50 per share. These warrants become exercisable in three equal annual installments commencing on the February 1, 2001 and ending on February 1, 2005. Note 7 - Subsequent Events On August 3, 2000, the Company announced the acquisition by Equity Pier LLC, of an aggregate of 4,756,907 shares of common stock of the Company. The total purchase price of $9,513,814 for the acquired shares will be paid in part by past consulting services rendered by Equity Pier to the Company and in part by a promissory note that will be payable over forty-two months. Of the shares purchased, 3,792,545 shares will be subject to a put option by Equity Pier and a call option by the Company under certain circumstances. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION General When used in this discussion, the words "believes", "anticipates", "expects" and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. The Company's business and results of operations are affected by a wide variety of factors that could materially and adversely affect the Company and its actual results, including, but not limited to, the ability of the Company to provide services and to complete the development of its products in a timely manner, the demand for and the timing of demand for such services and products, competition from other products and companies, the Company's sales and marketing capabilities, the Company's ability to sell its services and products profitably, availability of adequate debt and equity financing, and general business and economic conditions. As a result of these and other factors, the Company may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect its business, financial condition, operating results and stock price. These forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Reverse Acquisition The Company and Front Porch executed an Agreement and Plan of Reorganization (the "Plan"), whereby the Company acquired 100% of the outstanding equity securities of Front Porch from the Front Porch Stockholders. The Plan provided for the acquisition of 100% of the outstanding equity securities of Front Porch; the issuance and exchange of 9,440,000 shares of the Company's common stock for the outstanding common stock of Front Porch, which shares of common stock of the Company were "restricted securities" under the Securities Act of 1933, as amended; the contribution of 40,000,000 shares of common stock of the Company owned by Susan M. Grant to the treasury of the Company; and the issuance and exchange of warrants to acquire 7,400,000 shares of the common stock of the Company for the then-outstanding warrants to acquire 7,400,000 shares of the common stock of Front Porch. Prior to the completion of the Plan, there were 46,400,000 outstanding shares of common stock of the Company. Giving effect to the issuance of the shares outlined above and the cancellation of 40,000,000 shares of common stock of the Company as required by the Plan, there are 15,840,000 issued and outstanding shares of common stock of the Company. This transaction is commonly referred to as a "reverse acquisition" where 100% of Front Porch's stock was effectively exchanged for a controlling interest in a publicly held "shell" corporation, the Company (which concurrently changed its name to Front Porch Digital, Inc.). For financial accounting purposes, this transaction will be treated as the issuance of stock for the net monetary assets of the Company, accompanied by a recapitalization of Front Porch, with no goodwill or other intangible assets recorded. Plan of Operation The Company's plan of operation for the next 12 months is to establish itself as a leading service provider for broadband digital media solutions, primarily in the areas of entertainment, business services, education and training. The Company also intends to further develop automated broadband solutions to attract new customers. The Company plans to expand the features of its automated solutions while also developing new, innovative solutions. The Company believes its proprietary software-based solution offers significant advantages over alternatives in the marketplace. Traditional production models are heavily dependent on hardware and do not scale easily, requiring a higher level of capital investment and people resources. Traditional production models also require multiple captures of analog source material to convert digital content to multiple end-user formats. In addition, most production facilities have little or no software support, which results in limitations in user service 9 offerings and dependence on third-party software vendors. Through its service bureau, the Company currently provides content owners with flexible, cost-effective services and automated tools that facilitate the distribution of digital content for business, education and entertainment. The Company maintains a research and development staff to develop intellectual property and software products aimed at broadband content processing, manipulation and transmission. This custom software development is also aimed at continually optimizing the production process with the goal of obtaining the highest quality of service. The Company is also an authorized reseller of DVD authoring software tools developed by Daikin U.S. Comtec Laboratories. The Company expects to enter into additional reseller arrangements for other leading broadband content processing hardware and software. RESULTS OF OPERATIONS Prior to the consummation of the Plan, the Company conducted no significant business operations. As a result, the Company believes a comparison of results of operations for the three- and six-month periods ended June 30, 2000 to the comparable periods of fiscal 1999 is not meaningful. The following information includes the results of operations of Front Porch for all periods prior to May 2, 2000. For the Three and Six Months Ended June 30, 2000 Revenues. Total revenues increased by approximately 65% for the three months ended June 30, 2000 as compared to the first quarter of 2000. The increase in revenues is a result of an increased market awareness of the Company's services and products. Cost of Revenues. Cost of revenues consists primarily of consumables directly related to the generation of revenue, but does not include the cost of salaries, facilities or equipment. Total cost of revenues increased by approximately 1,050% for the three months ended June 30, 2000 as compared to the first quarter of fiscal 2000. This increase was due to an increase in operations personnel. The Company plans to significantly increase its revenue-generating capacity and therefore expects expenses in this category to continue to increase. Sales and Marketing Expenses. Sales and marketing expenses consist primarily of salaries, commissions, travel, trade show expenses, advertising and the production of marketing collateral. Sales and marketing expenses increased by approximately 111% for the three months ended June 30, 2000 as compared to the first quarter of fiscal 2000. The increase was primarily due to growth in the sales staff and attendance at trade shows. The Company plans to significantly increase its sales and marketing efforts and therefore expects expenses in this category to increase. General & Administrative. General & Administrative expenses consist primarily of all other salaries, employee benefits, insurance, voice and data communications, equipment leases, non-sales travel and entertainment, accounting, legal, shareholder relations, and office supplies. All overhead expenses are currently reported under this category. General & Administrative expenses decreased by approximately 32% for the three months ended June 30, 2000 as compared to the first quarter of fiscal 2000. The decrease in the second quarter was primarily attributable to the accrual of a signing bonus (in the amount of $500,000 for the Chief Executive Officer) that was recorded in the first quarter. For the Three and Six Months Ended June 30, 1999 For the six-month period ended June 30, 1999, the Company incurred nominal general and administrative expenses totaling $7,353 for shareholder costs, and legal and accounting fees. CAPITAL RESOURCES AND LIQUIDITY As of June 30, 2000, the Company's principal commitments consisted primarily of notes payable, totaling approximately $800,000. These notes bear interest at 9% per annum and are unsecured. The principal 10 and interest on these notes is payable on the earlier of (a) the consummation of an offering of securities pursuant to Rule 506 under the Securities Act of 1993, as amended, with gross proceeds of at least $3 million or (b) December 31, 2000. Since consummation of the Plan, the Company has significantly increased its operating expenses. The Company currently anticipates that it will continue to experience significant growth in its operating expenses for the foreseeable future and that its operating expenses will be a material use of its cash resources. On May 5, 2000, the Company authorized the offering of up to 140 Units, at a purchase price of $50,000 per Unit, each Unit to consist of 25,000 shares of the Company's common stock. This private placement has financed the recent operations of the Company. Net cash used in operating activities was $465,381 in the six-month period ended June 30, 2000. The Company believes that proceeds from the sale of at least 80 Units, in addition to our existing cash and cash equivalents, will be sufficient to meet the Company's working capital and capital expenditure requirements for at least the next 12 months. At August 1, 2000, the Company had accepted subscriptions for 7.5 Units and had received subscriptions for another 18.7 Units that had not yet been accepted. Thereafter, the Company may find it necessary to obtain additional equity or debt financing. In the event additional financing is required, the Company may not be able to raise such capital on acceptable terms or at all. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is a broadband digital media solutions provider that offers services that facilitate the distribution of digital media over a variety of delivery mechanisms. The Company does not use derivative instruments to hedge its risks nor does it currently rely on interest income or short-term investments. Therefore, the Company anticipates no material market risk exposure. As a result, no quantitative tabular disclosures are presented. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS - None applicable. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS On May 2, 2000, the Company issued an aggregate of 9,440,000 shares of its common stock in connection with the consummation of the Plan to the 10 stockholders of Front Porch. Such transaction was effected pursuant to Section 4(2) of the Securities Act of 1933, as amended. On June 13, 2000, concurrent with the first closing of the Company's private placement, the Company sold to six accredited investors, an aggregate of 187,500 shares of the Company's unregistered common stock at $2.00 per share, which sale generated cash proceeds of $375,000. The Company intends to use the net proceeds from this private placement primarily for sales and marketing expenses; research and development; the purchase of equipment; repayment of bridge loan indebtedness; and working capital and general corporate purposes. Such transaction was effected pursuant to Section 4(2) of the Securities Act of 1933, as amended. ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Effective April 12, 2000, the holders of approximately 87% of the outstanding capital stock of the Company approved by written consent a forward split of outstanding voting securities on a basis of two-for-one, 11 retaining the current authorized capital and par value. All fractional shares were rounded up to the nearest whole share. Effective May 1, 2000, the holders of approximately 87% of the outstanding capital stock of the Company approved by written consent the change of the name of the Company from Empire Communications, Inc. to Front Porch Digital Inc. ITEM 5. OTHER INFORMATION - None applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K: (a) Exhibits Exhibit Number Description -------------- ----------- 2 Certificate of Amendment to Articles of Incorporation 27 Financial Data Schedule (b) The Company filed a current report on Form 8-K dated May 2, 2000 providing information with respect to the completion of the acquisition by the Company of Front Porch. The following financial statements and pro forma financial information were filed as part of this report: (1) The following financial statements with respect to the Company: Balance Sheet as of March 31, 2000 (unaudited) Statement of Operations for the period from February 1, 2000 (Date of Inception) to March 31, 2000 (unaudited). Notes to Financial Statements (2) The following pro forma financial information with respect to the Company: Pro forma Combined Balance Sheet as of March 31, 2000 (unaudited) Pro Forma Combined Statement of Operations for the period ended March 31, 2000 (unaudited) 12 SIGNATURES 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, hereunto duly authorized on August 14, 2000. FRONT PORCH DIGITAL INC. By: /s/ Jay Yogeshwar ------------------------ Jay Yogeshwar Chief Executive Officer 13 EX-2 2 0002.txt CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION EXHIBIT 2 CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPOARTION OF EMPIRE COMMUNICATIONS CORPORATION The undersigned, Susan M. Grant, the President, Secretary and sole member of the Board of Directors of Empire Communications Corporation, a Nevada corporation (the "Corporation"), does hereby certify that: I Pursuant to Section 78.390 of the Nevada Revised Statutes, the Articles of Incorporation of the Corporation shall be amended as follows: The name of the Corporation is "Front Porch Digital Inc." II The foregoing amendment was adopted by the written Consent of the sole member of the Board of Directors of the Corporation pursuant to Section 78.315 of the Nevada Revised Statutes; and by consent of the majority stockholder who owned in excess of a majority of the outstanding voting securities of the Corporation pursuant to Section 78.320 of the Nevada Revised Statutes. III The number of shares entitled to vote on the amendment was 46,400,000. IV The number of shares voted in favor of the amendment was 40,000,000, with none opposing and none abstaining. IN WITNESS THEREOF, the undersigned officer of the Corporation, certifying that the foregoing is true and correct under penalty of perjury, has set her hand this 1st day of May, 2000. By: /s/ Susan M. Grant ------------------ Susan M. Grant, President, Secretary and Director 14 EX-27 3 0003.txt FINANCIAL DATA SCHEDULE
5 6-MOS DEC-31-2000 JAN-01-2000 JUN-30-2000 252,638 0 1,591 0 3,076 257,305 165,242 (8,662) 722,547 1,442,434 0 0 0 16,028 (735,915) 722,547 53,457 53,457 25,008 56,446 1,094,275 0 18,375 (1,140,647) 0 (1,140,647) 0 0 0 (1,140,647) (.07) (.07)
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