-----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, O7+a5uXJQNoih0MNtLjLnPUsu36f5LGnXPK6xRGJdSU+9HFUy0y+0jVnLdEq+2TC 21gvNxQ7XNqyEZc5lc0F0A== 0001050502-00-000532.txt : 20000427 0001050502-00-000532.hdr.sgml : 20000427 ACCESSION NUMBER: 0001050502-00-000532 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000426 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: E-NET FINANCIAL COM CORP CENTRAL INDEX KEY: 0000926844 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 841273503 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-24512 FILM NUMBER: 609293 BUSINESS ADDRESS: STREET 1: 3200 BRISTOL STREET STREET 2: SUITE 710 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145572222 MAIL ADDRESS: STREET 1: 2102 BUSINESS CENTER DRIVE STREET 2: 115E CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: E-NET COM CORP DATE OF NAME CHANGE: 20000127 FORMER COMPANY: FORMER CONFORMED NAME: E NET FINANCIAL CORP DATE OF NAME CHANGE: 19990920 FORMER COMPANY: FORMER CONFORMED NAME: E NET CORP/NV DATE OF NAME CHANGE: 19990513 8-K/A 1 FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT April 26, 2000 (AMENDING REPORT OF FEBRUARY 25, 2000) -------------------- E-NET FINANCIAL.COM CORPORATION ---------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEVADA 0-24512 84-1273503 ------ ------- ---------- (STATE OR OTHER (COMMISSION (IRS EMPLOYER JURISDICTION FILE NUMBER) IDENTIFICATION NO.) OF INCORPORATION) 3200 BRISTOL STREET, SUITE 710, COSTA MESA, CA 92626 ---------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (714) 557-2222 -------------------------------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) -------------------- - -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) -------------------- ================================================================================ ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On or about February 7, 2000 e-Net Financial.Com Corporation ("E-Net") acquired Titus Real Estate, LLC ("Titus"), the management company for Titus Capital Corporation, a California REIT. This report, as amended, includes the audited financial statements of Titus. American Residential Funding, Inc. ("AMRES"). was acquired by E-Net on or about April 12, 2000. AMRES shares common ownership and management with Titus. Since Titus and AMRES are considered by management to be related as defined under Item 310 of Regulation SB, the historical consolidated financial statements of E-Net will include the historical assets and liabilities of Titus and AMRES, and related operations will be reflected for all periods presented. Management will include the pro forma effects of the acquisition of Titus and AMRES in E-Net's Form 8-K/A to be filed in connection with the acquisition of AMRES. The required pro forma financial information will be filed as soon as practicable, but not later than 60 days after the date the AMRES Form 8-K is required to be filed. ITEM 7. FINANCIAL STATEMENTS OR EXHIBITS (a) Financial Statements of Business Acquired. (1) Titus Real Estate LLC. Restated Audited Financial Statements for the Fiscal Year Ended December 21, 1999, Exhibit 1. (b) Exhibits. 1. Restated Audited Financial Statements for the Fiscal Year Ended December 21, 1999 27 Financial Data Schedule Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned hereunto duly authorized. DATE April 25, 2000 E-NET FINANCIAL.COM CORPORATION /s/ James E. Shipley --------------------------- James E. Shipley, Chairman, Chief Executive Officer Exhibit 1. Restated Audited Financial Statements for the Fiscal Year Ended December 21, 1999 TITUS REAL ESTATE LLC FINANCIAL STATEMENTS DECEMBER 31, 1999 TABLE OF CONTENTS INDEPENDENT AUDITOR'S REPORT ..................................... 1 FINANCIAL STATEMENTS Balance Sheet ................................................ 2 Statement of Members' Equity ................................. 3 Income Statement ............................................. 4 Statement of Cash Flows ...................................... 5 Notes to Financial Statements ................................ 6-7 To The Members Titus Real Estate LLC We have audited the accompanying balance sheet of Titus Real Estate LLC as of December 31, 1999, and the related statements of income and members' equity and cash flows for the year then ended. 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 audit. We conducted our audit in accordance with generally accepted auditing standards. 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 audit provides 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 Titus Real Estate LLC as of December 31, 1999, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. /s/ Hukriede, Walsh & Associates, CPAs -------------------------------------- Hukriede, Walsh & Associates, CPAs Westminster, California March 28, 2000 1 TITUS REAL ESTATE COMPANY, LLC BALANCE SHEET DECEMBER 31, 1999 1999 ------ ASSETS Cash and Cash Equivalents $ 446 Accounts Receivable 2,651 ------ TOTAL ASSETS $3,097 ====== LIABILITIES AND MEMBERS' EQUITY Members' Equity 3,097 Total Members' Equity 3,097 ------ TOTAL LIABILITIES AND MEMBERS' EQUITY $3,097 ====== 2 TITUS REAL ESTATE COMPANY, LLC STATEMENTS OF MEMBERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 1999 MEMBERS' EQUITY AT BEGINNING OF YEAR $ 207,877 NET INCOME (LOSS) (189,530) DISTRIBUTIONS TO MEMBERS (15,250) RETAINED EARNINGS, END OF YEAR $ 3,097 3 TITUS REAL ESTATE COMPANY, LLC STATEMENTS OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1999 1999 --------- REVENUES $ 47,141 TOTAL REVENUES 47,141 OPERATING AND ADMINISTRATIVE EXPENSES Consulting Fees 165,626 Legal and accounting 1,869 Office 20,355 Other operating expenses 21,607 Rent 14,350 Repairs and maintenance 6,616 Salaries 1,340 Telephone 1,302 Travel and entertainment 742 Trucks and automobiles 2,342 Utilities 522 TOTAL EXPENSES 236,671 NET INCOME (LOSS) $(189,530) 4 TITUS REAL ESTATE COMPANY, LLC STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1999 1999 --------- Cash Flows from Operating Activities: Cash received from customers $ 230,366 Cash paid to vendors and employees (236,671) Income Taxes (Paid) Refunded -- Net Cash Flows from Operating Activities (6,305) Cash Flows from Investing Activities: Capital Expenditures -- Net Cash Flows From Investing Activities -- Cash Flows from Financing Activities: Distributions to Members (15,250) Net Cash Flows from Financing Activities (15,250) Net Increase (Decrease) in Cash (21,555) Cash at Beginning of Year 22,001 Cash at End of Year $ 446 Reconciliation of Net Income (Loss) to Net Cash Provided by Operating Activities: Net Income (Loss) $(189,530) (Increase) Decrease in Accounts Receivable 183,225 Net Cash Flows from Operating Activities $ (6,305) 5 TITUS REAL ESTATE LLC NOTES TO FINANCIAL STATEMENTS December 31, 1999 ORGANIZATION Titus Real Estate LLC is a real estate management company, which manages a real estate investment trust (REIT), Titus Capital Corporation. This REIT is the only client and sole source of income. ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Revenue Recognition The financial statements of the Company are prepared using the accrual basis of accounting whereas revenues are recognized when earned and expenses are recognized when incurred. This basis of accounting conforms to generally accepted accounting principles. Cash and Cash Equivalents The Company considers all investments with a maturity of three months or less to be cash equivalents. Income Taxes The Company has chosen to be treated as a partnership for federal and state income tax purposes. Accordingly, no income tax expense has been recorded in the statements. All income or losses will be reported on the individual member's income tax returns. 6 TITUS REAL ESTATE LLC NOTES TO FINANCIAL STATEMENTS December 31, 1999 MEMBERS' EQUITY Net profits and losses are allocated to the Members in proportion to their percentage interest. The Member's equity accounts represent accumulated retained earnings net distributions from inception to December 31, 1999. COMMITMENTS AND CONTINGENCIES The Company has entered into various employment agreements with management individuals. The agreements require the Company to pay these parties (in aggregate) $48,000 per year and ten percent (20%) of the net company profits over a period of five years. LEASE OBLIGATIONS The Company rents office space on a month-to-month basis. Rent expense for the year ended December 31, 1999 was $14,350. MAJOR CUSTOMER The Company's sole source of income is the real estate investment trust (REIT), for which the Company provides management services. During the year 1999, this client accounted for 100% of revenues. The Company receives a quarterly management fee based upon the REIT's gross income. SUBSEQUENT EVENTS On February 14, 2000, the members of Company entered into a purchase agreement with e-Net Financial who purchased 100% interest from the members. 7 EX-27 2 FINANCIAL DATA SCHEDULE
5 YEAR DEC-31-1999 JAN-01-1999 DEC-31-1999 446 0 2,651 0 0 3,097 0 0 3,097 0 0 0 0 0 0 3,097 0 47,141 0 0 236,671 0 0 0 0 0 0 0 0 (189,530) 0 0
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