8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, 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: July 19, 2001

e-Synergies, inc.

(Exact name of registrant as specified in its charter)

California

(State or other jurisdiction of incorporation)

3 Corporate Plaza, Suite 250, Newport Beach, CA.  92660

(Address of principal executive offices)

91-2021595

IRS Employer I.D. No.

Registrant's telephone number, including area code (949) 219-0169

Item 1.  Changes in Control of Registrant.
Not applicable.

Item 2.  Acquisition or Disposition of Assets.

This Form 8-K/A is an amendment to the Form 8-K filed on August 3, 2001, relating to the purchase by e-Synergies, inc. ("e-Synergies") of substantially all of the operating assets and assumption of certain liabilities of Worldwide Xceed Group, Inc. as approved by the United States Bankruptcy Court for the Northern District of Illinois on July 19, 2001.  A copy of the Asset Purchase Agreement was included with the Form 8-K filed on August 3, 2001.  The purpose of this amendment is to file the proforma consolidated financial statements of e-Synergies for the nine months ended May 31, 2001 and the year ended August 31, 2000.

Item 3.  Bankruptcy or Receivership.
Not applicable.

Item 4.  Changes in Registrant’s Certifying Accountant.
Not applicable.

Item 5.  Other Events and Regulation FD Disclosure.
Not applicable.

Item 6.  Resignations of Registrant’s Directors
Not applicable.

Item 7.  Financial Statements and Exhibits.

E-SYNERGIES, INC.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

             On July 3, 2001, e-Synergies, inc. (e-Synergies) purchased substantially all of the operating assets and assumed certain liabilities of Worldwide Xceed Group, Inc.(Xceed) through an Asset Purchase Agreement.  On July 19, 2001, the United States Bankruptcy Court for the Northern District of Illinois approved the agreement, and, subsequently, e-Synergies assigned the assets to e-Synergies Xceed, Inc., a wholly-owned subsidiary of e-Synergies, and e-Synergies Xceed, Inc. also agreed to pay the liabilities assumed by e-Synergies under the agreement.

             The following unaudited pro forma consolidated financial statements present the effect of the transaction with Xceed on a purchase basis.  The unaudited pro forma consolidated balance sheet presents the financial position of e-Synergies and Xceed as of May 31, 2001, assuming that the purchase was consummated as of September 1, 1999 based on the historical balance sheet of e-Synergies and the assets purchased and liabilities assumed as of July 3, 2001.

             The unaudited pro forma consolidated statements of operations give effect to the purchase by combining the historical statements of operations of e-Synergies and Xceed for the nine months ended May 31, 2001 and the year ended August 31, 2000 with necessary adjustments.  For purposes of preparing this pro forma information, the transaction was assumed to be consummated at the beginning of the preceding fiscal year and at the beginning of the current fiscal year.  These unaudited pro forma consolidated financial statements should be read in conjunction with the historical financial statements.

             The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have occurred if the merger had been consummated for the periods noted, nor are they necessarily indicative of future operating results or financial position.

(a)         Exhibits

Exhibit No.	Description of Exhibit
1	Pro forma consolidated financial statements of e-Synergies, inc. for the nine months ended May 31, 2001 and the year ended August 31, 2000.

__________________

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.

Dated: October 2, 2001

	e-Synergies, inc.,
	a California corporation
By:	/s/ Thomas Ronk
	Thomas Ronk, President

EX-1

E-SYNERGIES, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF MAY 31, 2001
(Unaudited)
				e-Synergies, Inc. Consolidated			Xceed Acquisition			Pro forma Consolidating Entries			Pro forma e-Synergies, Inc.
ASSETS
Current Assets
	Cash			$	172,218		$	-		$	-		$	172,218
	Accounts receivable (net)			299,512			3,500,000			-			3,799,512
	Due from affiliate			13,100			-			-			13,100
	Prepaid expenses			1,350			73,801			-			75,151
	Other current assets			36,640			-			-			36,640
		Total current assets		522,820			3,573,801			-			4,096,621
Property and Equipment (net)				410,145			1,098,295			-			1,508,440
Other Assets
	Investment in HealthStar Corp.			1,662,500			-			-			1,662,500
	Intangible assets (net)			210,855			1,489,700		(1)	(279,319		)	1,421,236
	Refundable deposits			3,113			666,524			-			669,637
		Total Other Assets		1,876,468			2,156,224			(279,319		)	3,753,373
Total Assets				$	2,809,433		$	6,828,320		$	(279,319	)	$	9,358,434
LIABILITES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Bank overdraft			$	62,034		$	-		$	-		$	62,034
	Accounts payable and accrued expenses			1,023,286			97,052			-			1,120,338
	Accrued payroll and related expenses			-			421,648			-			421,648
	Current portion of long-term debt			18,127			-			-			18,127
	Due to Affiliate			741,809			-			-			741,809
	Notes payable, bank			-			3,000,000			-			3,000,000
	Loans payable			46,429			-			-			46,429
	Taxes withheld from wages			91,663			-			-			91,663
	Other current liabilities			63,563			-			-			63,563
		Total current liabilities		2,046,911			3,518,700			-			5,565,611
Long-Term Debt, net of current maturities				26,123			-			-			26,123
Minority Interest in Subsidiary				(135,600		)	-			-			(135,600		)
Total Liabilities				1,937,434			3,518,700			-			5,456,134
Stockholders' Equity
	Common stock			155			-			-			155
	Additional paid-in-capital			4,466,166			-			-			4,466,166
	Retained earnings			(3,667,509		)	3,309,620			(279,319		)	(637,208		)
	Accumulated other comprehensive income			73,187			-			-			73,187
		Total Stockholders' equity		871,999			3,309,620			(279,319		)	3,902,300
Total Liabilities and Stockholders' Equity				$	2,809,433		$	6,828,320		$	(279,319	)	$	9,358,434
(1)			To record the amortization of the intangible asset recorded as a result of the Xceed acquisition ($1,489,700) over a four year period.

E-SYNERGIES. INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED MAY 31, 2001
(Unaudited)
			e-Synergies, Inc. Consolidated			Xceed Acquisition			Pro forma Consolidating Entries			Pro forma e-Synergies, Inc. Consolidated
	Revenues		$	1,470,139		$	18,215,378		$	-		$	19,685,517
	Operating Expenses:
		Cost of products sold	899,336			-			-			899,336
		Direct expenses	1,011,028			10,611,963			-			11,622,991
		Selling, general and administrative	1,946,277			8,155,449			-			10,101,726
		Depreciation and amortization	131,799			6,711,928		(1)	279,319			7,123,046
			3,988,440			25,479,340			279,319			29,747,099
	Operating Loss		(2,518,301		)	(7,263,962		)	(279,319		)	(10,061,582		)
	Other Income (Expense):
		Interest and dividend income	-			68,112			-			68,112
		Interest expense	(28,773		)	(5,383		)	-			(34,156		)
		Loss from write-off of worthless investment in securities	(251,000		)	-			-			(251,000		)
		Miscellaneous income	9,134			107,614			-			116,748
			(270,639)			170,343			-			(100,296		)
	Loss from continuing operations		(2,788,940		)	(7,093,619		)	(279,319		)	(10,161,878		)
	Discontinued Operations
		Loss from operations of disposed subsidiary	(219,822		)	-			-			(219,822		)
	Loss Before Minority Interest and Extraordinary Item		(3,008,762		)	(7,093,619		)	(279,319		)	(10,381,700		)
	Minority Interest In Loss of Subsidiary		105,261			-			-			105,261
	Income Before Extrodinary Item		(2,903,501		)	(7,093,619		)	(279,319		)	(10,276,439		)
	Extraordinary Item
		Gain on sale of subsidiary, net of tax	1,085,850			-			-			1,085,850
	Net Income (Loss)		$	(1,817,651	)	$	(7,093,619	)	$	(279,319	)	$	(9,190,589	)
	Basic and Diluted Net Loss Per Common Share:
		Income (loss) before extraordinary item	$	(2.16	)							$	(7.39	)
		Extraordinary item	0.78									0.78
			$	(1.38	)							$	(6.61	)
	Weighted Average Number of Common Shares Outstanding		1,390,762									1,390,762

E-SYNERGIES, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF AUGUST 31, 2000
(Unaudited)
					e-Synergies, Inc. Consolidated			Xceed Acquisition		Pro forma Consolidating Entries			Pro forma  e-Synergies, Inc. Consolidated
	ASSETS
	Current Assets
		Cash			$	339,478		$	-	$	-		$	339,478
		Accounts receivable (net)			545,007			3,500,000		-			4,045,007
		Unbilled services			168,819			-		-			168,819
		Prepaid expenses			17,170			73,801		-			90,971
		Miscellaneous receivables			57,995			-		-			57,995
		Other current assets			12,271			-		-			12,271
			Total current assets		1,140,740			3,573,801		-			4,714,541
	Property And Equipment (net)				433,777			1,098,295		-			1,532,072
	Other Assets
		Intangible assets (net)			242,165			1,489,700		(372,425		)	1,359,440
		Investments			250,314			-		-			250,314
		Due from affiliates			142,503			-		-			142,503
		Other assets			26,291			666,524		-			692,815
			Total Other Assets		661,273			2,156,224		(372,425		)	2,445,072
	Total Assets				$	2,235,790		$	6,828,320	$	(372,425	)	$	8,691,685
	LIABILITES AND STOCKHOLDERS' EQUITY
	Current Liabilities
		Accounts payable and accrued expenses			$	1,337,028		$	518,700	$	-		$	1,855,728
		Short-term bank borrowings			94,186			-		-			94,186
		Current portion of long-term debt			24,597			-		-			24,597
		Notes payable - bank			-			3,000,000		-			3,000,000
		Due to affiliates			110,490			-		-			110,490
		Loans payable			7,097			-		-			7,097
		Taxes withheld from wages			109,935			-		-			109,935
		Deferred revenues			93,010			-		-			93,010
		Other current liabilities			22,080			-		-			22,080
			Total current liabilities		1,798,423			3,518,700		-			5,317,123
	Long-Term Debt, net of current maturities				143,053			-		-			143,053
	Minority Interest in Subsidiaries				(16,992		)	-		-			(16,992		)
	Total Liabilities				1,924,484			3,518,700		-			5,443,184
	Stockholders' Equity
		Common stock			8,570			-		-			8,570
		Additional paid-in-capital			3,238,431			-		-			3,238,431
		Retained earnings			(2,917,526		)	3,309,620		(372,425		)	19,669
		Accumulated other comprehensive income			(18,169		)	-		-			(18,169		)
			Total stockholders' equity		311,306			3,309,620		(372,425		)	3,248,501
	Total Liabilities and Stockholders' Equity				$	2,235,790		$	6,828,320	$	(372,425	)	$	8,691,685
(1)				To record the amortization of the intangible asset recorded as a result of the Xceed acquisition ($1,489,700) over a four year period.

E-SYNERGIES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED AUGUST 31, 2000
(Unaudited)
			e-Synergies, Inc. Consolidated			Xceed Acquisition			Proforma Consolidating Entries			Pro forma e-Synergies, Inc. Consolidated
	Revenues		$	4,338,415		$	81,940,417		$	-		$	86,278,832
	Operating Expenses:
		Cost of products sold	992,493			-			-			992,493
		Cost of revenues	2,725,344			48,055,742			-			50,781,086
		Selling, general and administrative	2,228,518			28,747,660			-			30,976,178
		Depreciation and amortization	114,915			1,166,993		(1)	372,425			1,654,333
			6,061,270			77,970,395			372,425			84,404,090
	Operating Income (Loss)		(1,722,855		)	3,970,022			(372,425		)	1,874,742
	Other Income (Expense):
		Equity earnings on investment	(686		)	-			-			(686		)
		Miscellaneous income	7,531			(2,645,406		)	-			(2,637,875		)
		Interest expense	(61,626		)	(82,002		)	-			(143,628		)
			(54,781)			(2,727,408		)	-			(2,782,189		)
	Income (Loss) Before Income Taxes and Minority Interest		(1,777,636		)	1,242,614			(372,425		)	(907,447		)
	Minority Interest In Income of Subsidiaries		(12,150		)	-			-			(12,150		)
	Income (Loss) Before Income Taxes		(1,789,786		)	1,242,614			(372,425		)	(919,597		)
	Provision for Income Taxes		-			53,096						53,096
	Net Income (Loss)		$	(1,789,786	)	$	1,189,518		$	(372,425	)	$	(972,693	)