8-K/A 1 point8ka051203.txt U.S. 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 (Date of earliest event reported): September 13, 2002 POINT GROUP HOLDINGS, INCORPORATED (formerly Syconet.com, Inc.) (Exact name of registrant as specified in its charter) Nevada (State or jurisdiction of incorporation or organization) 0-29113 (Commission File Number) 54-1838089 (I.R.S. Employer Identification Number) 2240 Shelter Island Drive, Suite 202 San Diego, California 92106 (Address of principal executive offices (Zip Code) Registrant's telephone number: (619) 269-8692 (Former name or former address, if changed since last report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On September 13, 2002, the Registrant entered into an acquisition agreement with the shareholders of AmCorp Group, Inc., a privately held Nevada corporation. Under the terms of this agreement, on the closing date, the parties exchanged common stock on a 1-for-1 basis, with AmCorp selling to the Registrant all of its issued and outstanding shares representing in the aggregate 78,300,000 and the Registrant selling to the shareholders of AmCorp 78,300,000 shares of its restricted common stock. Also under this agreement, 46,980,000 shares to be immediately delivered to these shareholders by the Registrant, with the remaining 31,320,000 shares to be delivered to an escrow agent (designated by the parties at the time of closing) to be held in escrow until certain benchmarks are attained. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Financial Statements. The Registrant has determined that this acquisition must comply with Rule 3.05(b)(1)(iii) of Regulation S-X, and therefore audited financial statements of AmCorp are being furnished for the period from date of inception (July 12, 2002) through September 30, 2002 (its fiscal year end). Pro forma financial information is also being furnished in connection with this acquisition pursuant to Article 11 of Regulation S-X. Exhibits. Exhibits included are set forth in the Exhibit Index pursuant to Item 601 of Regulation S-B. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) 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. Point Group Holdings, Incorporated Dated: May 9, 2003 /s/ John Fleming John Fleming, President EXHIBIT INDEX Number Exhibit Description 2 Acquisition Agreement between the Registrant and shareholders of AmCorp Group, Inc., dated September 13, 2002 (incorporated by reference to Exhibit 2 of the Form 8- K filed on September 23, 2002). George Brenner, CPA A Professional Corporation 10680 W. PICO BOULEVARD, SUITE 260 LOS ANGELES, CALIFORNIA 90064 310/202-6445 - Fax 310/202-6494 REPORT OF INDEPENDENT AUDITOR Board of Directors AMCORP GROUP, INC. (A Development Stage Company) San Diego, CA I have audited the accompanying balance sheet of AMCorp Group, Inc., a Nevada corporation (a development-stage company) as of September 30, 2002 and the related statements of operations, stockholders' equity, and cash flows for the period from July 12, 2002 (date of inception of AMCorp Group, Inc.) through September 30, 2002. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that I 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. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of AMCorp Group, Inc. as of September 30, 2002 and the results of its operations, stockholders' equity and cash flows from inception (July 12, 2002) through September 30, 2002 in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As more fully described in Note 2E to the financial statements, the Company's losses from development-stage activities raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Management's plans in this regard are also discussed in Note 1A. /s/ George Brenner, C.P.A. George Brenner, C.P.A. Los Angeles, California November 6, 2002 AMCORP GROUP, INC. (A Development Stage Company) BALANCE SHEET SEPTEMBER 30, 2002 ASSETS Current Assets $ 0 Total Assets 0 LIABILITIES AND STOCHOLDERS' EQUITY Current Liabilities 0 Total Liabilities 0 Stockholders' Equity Common stock ($0.001, 80,000,000 shares authorized, 0 78,300,000 issued and outstanding 78,300 Additional Paid In Capital 0 Accumulated Deficit (78,300) Total Stockholders' Equity 0 Total Liabilities And Stockholders' Equity 0 See Accompanying Notes to Financial Statements AMCORP GROUP, INC. (A Development Stage Company) STATEMENT OF OPERATIONS From Inception (July 12, 2002) to September 30, 2002 Revenue $ 0 Operating Expenses Stock For Services - Professional Fees 78,300 Net Loss Before Taxes (78,300) Provision For Income Taxes Federal 0 State 0 Net Loss (78,300) Basic and diluted loss per common share (0.01) Basic and diluted weighted average common shares outstanding 78,300,000 See Accompanying Notes to Financial Statements AMCORP GROUP, INC. (A Development Stage Company) STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIENCY
Common Common Paid-In ccumulated Stockholder's Shares Stock Capital Deficit Equity Balance, July 12, 2002 0 $ 0 $ 0 $ 0 $ 0 Common stock issued to founders for services 78,300,000 78,300 0 78,300 Net (Loss) for the period from July 12, 2002, inception, through September 30, 2002 (78,300) (78,300) Balance, September 30, 2002 78,300,000 78,300 0 (78,300) 0
See Accompanying Notes to Financial Statements AMCORP GROUP, INC. (A Development Stage Company) STATEMENT OF CASH FLOWS From Inception (July 12, 2002) to September 30, 2002 Cash Flows from Operations Net Loss $(78,300) Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities: Stock Issued for Services 78,300 Net Cash (Used) in Operating Activities 0 Cash Flows From Investing Activities 0 Cash Flows From Financing Activities 0 Net Increase in Cash 0 Cash-Beginning of Period 0 Cash-End of Period 0 Non Monetary Transactions: Issue of 78,300,000 shares of stock for services at $0.001 per share 78,300 Income Taxes Paid 0 See Accompanying Notes to financial Statements AMCORP GROUP, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS 1. BUSINESS AND HISTORY A. Business AMCorp Group, Inc., a Nevada corporation (the "Company") incorporated in July 2002, is a management consulting company that provides management services to businesses that have an operating history and can substantiate future performance in their respective industries. The Company participates in companies in various fields of business by providing executive-level managerial assistance as well as arranging for and contributing capital investment. Potential ventures are evaluated based on the ability of the business to be viable and reach significant milestones set forth in their business plans through strong intellectual property rights and experienced management. The Company also continually seeks out and evaluates investment opportunities that have the potential of earning reasonable returns. The Company also has plans to raise capital specifically for the purpose of permitting it to start new ventures and make investments in portfolio companies that it believes are attractive based upon its investment criterion. The Company consults in ventures that have at least a two-year operating history and a need for experienced managerial assistance. Identifying and developing each new business opportunity may require the Company to arrange certain amounts of financial resources, require management attention, and personnel, with no assurance that these expenditures and efforts will be profitable. Consequently, the selection of companies and the determination of whether a company offers a viable business plan, an acceptable likelihood of success and future profitability involves inherent risk and uncertainty. B. History In September 2002 the Company was acquired by Syconet.Com, Inc. ("SYCD"), a Nevada corporation. SYCD is an SEC reporting company. The acquisition price will be paid for with 78,300,000 shares of SYCD's common stock payable as follows: 46,980,000 shares released immediately, and 31,320,000 shares held in escrow contingent upon the Company reaching certain benchmarks. If these benchmarks are not reached, the transaction will be rescinded. In substance, the above transaction is considered to be a capital transaction rather than a business combination. Consequently, the transaction is considered a reverse takeover and the accounting treatment will be as if AMCorp Group, Inc. acquired Syconet.Com., Inc. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Accounting Period The Company's fiscal year-end is September 30th. The accompanying financial statements include the periods from inception, July 12, 2002 through September 30, 2000. B. Development Stage Company The accompanying financial statements have been prepared in accordance with the Statement of Financial Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by Development-Stage Enterprises". A development-stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenue there from. Development-stage companies report cumulative costs from the enterprise's inception. C. 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 disclosures 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. D. New Accounting Pronouncements On July 20, 2001, the Financial Accounting Standards Board ("FASB") issued SFAS 141, "Business Combinations", and SFAS 142, "Goodwill and Intangible Assets". SFAS 141 is effective for all business combinations completed after June 30, 2001. SFAS 142 is effective for fiscal years beginning after December 15, 2001; however, certain provisions of the Statement apply to goodwill and other intangible assets acquired between July 1, 2001 and the effective date of SFAS 142. Major provisions of these Statements and their effective dates for the Company are as follows: All business combinations initiated after June 30, 2001 must use the purchase method of accounting. The pooling of interest method of accounting is prohibited except for transactions initiated before July 1, 2001. Intangible assets acquired in a business combination must be recorded separately from goodwill if they arise from contractual or other legal rights or are separable from the acquired entity and can be sold, transferred, licensed, rented or exchanged, either individually or as part of a related contract, asset or liability. Goodwill, as well as intangible assets with indefinite lives, acquired after June 30, 2001, will not be amortized. Effective January 1, 2002, all previously recognized goodwill and intangible assets with indefinite lives will no longer be subject to amortization. Effective January 1, 2002, goodwill and intangible assets with indefinite lives will be tested for impairment annually and whenever there is an impairment indicator. All acquired goodwill must be assigned to reporting units for purposes of impairment testing and segment reporting. E. Continuing Existence The Company is a development-stage company with no revenue to date and no working capital. The above financial factors raise a substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible effects on the recoverability and classification of assets or amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. Management's plans to continue in existence are based on obtaining profitable operations from companies yet to be acquired. There can be no assurance these plans will be successful. F. Recording of Revenue The Company's primary source of revenue, if successful, will be derived from consulting services paid in cash and shares of stock. The stock will be valued at market value and the stock remaining in the Company's portfolio will be valued at mark to market. 3. STOCK FOR SERVICES Stock given to the founders for professional services (78,300,000 shares) are all valued at $0.001 per share. This is the par value of SYCD's common stock 4. INCOME TAXES Because of ownership change, the operating loss, if any for tax purposes, will not qualify as carry forwards under the Internal Revenue Code. UNAUDITED PRO FORMA FINANCIAL INFORMATION The Unaudited Pro Forma Financial Information reflects financial information, which gives effect to the acquisition of all of the outstanding common shares of Amcorp Group, Inc., a Nevada corporation ("Amcorp"), in exchange for 78,300,000 shares of common stock of Point Group Holdings, Inc. (formerly Syconet.com, Inc.), a Nevada corporation ("PGHI"). The Pro Forma Statements included herein reflect the use of the purchase method of accounting for the above transaction. The acquisition of Amcorp, which closed on September 13, 2002 was accounted for as a reverse acquisition as the former stockholders of Amcorp controlled the voting common shares of the Company immediately after the acquisition. Such financial information has been prepared from, and should be read in conjunction with, the historical unaudited financial statements of Amcorp and PGHI included in this memorandum. The Pro Forma Balance Sheet gives effect to the transaction as if it had occurred on December 31, 2001. The Pro Forma Statement of Operations gives effect to the transaction as if it had occurred at the beginning of the earliest period presented, combining the results of PGHI for the nine months ended September 30, 2002 and Amcorp for the nine months ended September 30, 2002. POINT GROUP HOLDINGS, INC. (formerly Syconet.com, Inc.) PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2001 ASSETS
Point Group Amcorp Pro forma (Unaudited) Holdings, Inc. Group, Inc. Adjustments Pro forma Current assets: Cash and cash equivalents $ - $ - $ - - Total current assets - - - Total assets - - - LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities Accounts payable 848,781 - 848,781 Stock subscription refund payable 18,700 - 18,700 Current portion of long-term debt 44,041 - 44,041 Total current liabilities 911,522 - 911,522 Total Liabilities 911,522 - 911,522 Shareholders' equity Common stock, $0.001 par value 4,117 78,300 82,417 Additional paid in capital 6,756,761 - (6,756,761) (1) - Treasury stock - - - Accumulated (deficit) (7,672,400) (78,300) 6,756,761 (1) (993,940) Total shareholders' equity (deficit) (911,522) - (911,523) Total liabilities and shareholders' equity - - - (1)
See Accompanying Notes to Pro Forma Financial Statements POINT GROUP HOLDINGS, INC. (formerly Syconet.com, Inc.) PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
Point Group Amcorp Pro forma (Unaudited) Holdings, Inc. Group, Inc. Adjustments Pro forma Sales $ - $ - $ - Cost of sales - - - Gross Profit - - - Expenses: Selling general and administrative expenses 50,076 78,300 128,376 Net loss (50,076) (78,300) - (128,376) Basic and diluted (loss) per common share (0.00) (0.00) $ (0.00) Weighted average number of common shares outstanding 51,449,436 78,300,000 153,631,648
See Accompanying Notes to Pro Forma Financial Statements POINT GROUP HOLDINGS, INC. (formerly Syconet.com, Inc.) NOTES TO PRO FORMA FINANCIAL STATEMENTS NOTE 1 To reflect the recapitalization of Point Group Holdings, Inc. ("PGHI") with the book value of net assets of Amcorp Group, Inc. ("Amcorp") at the acquisition date. Because the acquisition was accounted for as a reverse acquisition, there was neither goodwill recognized nor any adjustments to the book value of the net assets of PGHI that would affect the pro forma statement of operations.