-----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, M3rrCDS0Sf/4HbtMuOYVuHPd9K6rO7mtM99QT/5YTa5oS/jEpL5DavpiMjqtUlFF 8RL+7uM6Mktry4iDNGuQGA== 0001019687-00-000703.txt : 20000523 0001019687-00-000703.hdr.sgml : 20000523 ACCESSION NUMBER: 0001019687-00-000703 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990601 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMKI INC CENTRAL INDEX KEY: 0000949113 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 330662114 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-26578 FILM NUMBER: 641025 BUSINESS ADDRESS: STREET 1: 1720 E GARRY AVE STE 201 STREET 2: STE 201 CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 9494754500 MAIL ADDRESS: STREET 1: 1720 E GARRY STREET 2: SUITE 201 CITY: SANTA ANA STATE: CA ZIP: 92705 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK COMMUNICATIONS INC/NV DATE OF NAME CHANGE: 19990825 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK INTERNATIONAL INC DATE OF NAME CHANGE: 19950808 8-K/A 1 LMKI, INC. As filed with the Securities and Exchange Commission on May 22, 2000. 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: June 1, 1999 (Date of earliest event reported) LMKI, INC. (Exact name of registrant as specified in its charter) Nevada 0-26578 33-0662114 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 3355 Michelson Drive, Suite 300, Irvine, California 92612 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (949) 794-3000 Not applicable (Former name or former address, if changed since last report) 1 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Effective as of June 1, 1999, the Company acquired MobileNetics Corporation, a California corporation "MobileNetics"), in exchange for 10,000,000 shares of the Company's common stock valued at $0.265 per share, which represented 50% of the closing bid price of the Company's common stock on the date of issuance (the "Common Stock"). The terms of the acquisition were arrived at and agreed on through arms' length negotiations between the parties. The acquisition was reflected previously in the notes to the Company's financial statements for the fiscal year ended August 31, 1999. In connection with its review of the Registration Statement, the Company determined that the acquisition was significant under Rule 3-05 of Regulation S-X promulgated under the Securities Act of 1933, as amended. Accordingly, the Commission requires that the Company file under the Securities Exchange Act of 1934, as amended, financial statements of MobileNetics for the fiscal years ended December 31, 1998 and 1997 and pro forma financial statements for the nine months ended May 31, 1999 and the year ended August 31, 1998. The pro forma financial statements are attached as Exhibit 99.2 to this Amended Report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired. The balance sheet, statement of operations, statement of changes in stockholders' equity and statement of cash flows of MobileNetics for the five months ended May 31, 1999 (unaudited) and years ended December 31, 1998 and 1997, were filed previously in Form 8-K filed April 12, 2000. (b) Pro Forma Financial Information. The pro forma condensed statement of operations for the nine months ended May 31, 1999 (unaudited) and the pro forma condensed statement of operations for the year ended August 31, 1998 (unaudited) are attached as Exhibit 99.2. (c) Exhibits. 23.1 Consent of Lesley, Thomas, Schwarz & Postma, Inc., certified public accountants, previously filed in Form 8-K filed April 12, 2000. 99.1 The balance sheet, statement of operations, statement of changes in stockholders' equity and statement of cash flows of MobileNetics for the five months ended May 31, 1999 (unaudited) and the years ended December 31, 1998 and 1997 (including the notes relating thereto and the report of independent auditor thereon), previously filed in Form 8-K filed April 12, 2000. 99.2 Pro forma condensed statement of operations for the nine months ended May 31, 1999 (unaudited) and the year ended August 31, 1998 (unaudited). 2 SIGNATURE --------- 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, thereunto duly authorized, in the City of Irvine, State of California, on May 22, 2000. LMKI, INC. /S/ JOHN W. DIEHL, JR. By ------------------------------------- John W. Diehl, Jr. Chief Financial Officer 3 INDEX TO EXHIBITS The following exhibits are filed with the Current Report on Form 8-K. Exhibit No. Description - ----------- ----------- 23.1 Consent of Lesley, Thomas, Schwarz & Postma, Inc., certified public accountants, previously filed in Form 8-K filed April 12, 2000. 99.1 The balance sheet, statement of operations, statement of changes in stockholders' equity and statement of cash flows of MobileNetics for the five months ended May 31, 1999 (unaudited) and the years ended December 31, 1998 and 1997 (including the notes relating thereto and the report of independent auditor thereon), previously filed in Form 8-K filed April 12, 2000. 99.2 Pro forma condensed statement of operations for the nine months ended May 31, 1999 (unaudited) and the year ended August 31, 1998 (unaudited). 4 EX-99.2 2 PRO FORMA CONDENSED STATEMENT OF OPERATIONS Exhibit 99.2 Pro Forma Condensed Financial Information Acquisition of Mobilenetics Corporation The accompanying unaudited pro forma condensed statements of operations have been prepared to reflect that the acquisition of Mobilenetics Corporation ("MC") by LMKI, Inc. as if the acquisition had occurred as of the beginning of each of the periods presented. On June 1, 1999 LMKI, Inc. consummated its acquisition of MC. The pro forma condensed statements of operations for the nine months ended May 31, 1999 and the year ended August 31, 1998 are based on historical unaudited statements of operations of LMKI, Inc. and MC for those periods. The pro forma condensed statements of operations are not intended to be indicative of the results of operations which actually would have been realized had the merger occurred at the times assumed, nor of the future results of operations of the combined entities. The accompanying pro forma condensed statements of operations should read in connection with the historical financial statements and notes of LMKI, Inc. and MC. A pro forma condensed Balance Sheet of LMKI, Inc. has not been provided as the affects of the acquisition are already reflected in the August 31, 1999 annual consolidated financial statements of LMKI, Inc. as included elsewhere herein. 5 PRO FORMA CONDENSED STATEMENT OF OPERATIONS (Unaudited) Nine Months Ended May 31, 1999
Pro Forma Pro Forma LMKI, Inc. (1) MC (2) Adjustments Combined ---------------- ---------------- ---------------- ---------------- Revenues $ 546,945 $ 624,835 $ - $ 1,171,780 Direct Expenses 212,242 574,377 - 786,619 ---------------- ---------------- ---------------- ---------------- Gross Profit 334,703 50,458 - 385,161 Operating Expenses Selling, General,& Administrative 436,123 715,458 - 1,151,581 Other income (expense): Interest expense 9,811 12,335 - 22,146 ---------------- ---------------- ---------------- ---------------- Loss before provision for income taxes (111,231) (677,335) - (788,566) Provision for income taxes - (21,591) - (21,591) ---------------- ---------------- ---------------- ---------------- Net Loss $ (111,231) $ (655,744) $ - $ (766,975) ================ ================ ================ ================ Loss per share information: Basic and diluted loss per share from continuing operations $ (0.005) $ (0.024) ================ ================ Weighted average number of shares of common stock, basic and diluted 22,209,888 32,209,888 (3) ================ ================
(1) Represents the unaudited results of operations of LMKI, Inc. for the nine-months ended May 31, 1999 as reflected in Form 10QSB/A filed on April 13, 2000. (2) Represents the unaudited results of operations of Mobilenetics Corporation for the nine-months ended May 31, 1999. (3) Includes the 10,000,000 shares issued to the sole stockholder of MC. 6 PRO FORMA CONDENSED STATEMENT OF OPERATIONS (Unaudited) Year Ended August 31, 1998
Pro Forma Pro Forma LMKI, Inc. (1) MC (2) Adjustments Combined -------------- -------------- -------------- -------------- Revenues $ 397,363 $ 676,310 $ - $ 1,073,673 Direct Expenses 52,001 211,696 - 263,697 -------------- -------------- -------------- -------------- Gross Profit 345,362 464,614 - 809,976 Operating Expenses Selling, General,& Administrative 391,038 406,496 - 797,534 Other income (expense): Interest expense 5,843 3,829 - 9,672 -------------- -------------- -------------- -------------- Loss before provision for income taxes (51,519) 54,289 - 2,770 Provision for income taxes 2,300 12,369 - 14,669 -------------- -------------- -------------- -------------- Net Loss $ (53,819) $ 41,920 $ - $ (11,899) ============== ============== ============== ============== Loss per share information: Basic and diluted loss per share from continuing operations $ (0.003) $ (0.001) ============== ============== Weighted average number of shares of common stock, basic and diluted 15,799,269 25,799,269 (3) ============== ==============
(1) Represents the unaudited results of operations of LMKI, Inc. for the twelve-months ended August 31, 1999 as reflected in Form 10KSB filed on September 15, 1999. (2) Represents the unaudited results of operations of Mobilenetics Corporation for the twelve-months ended August 31, 1999. (3) Includes the 10,000,000 shares issued to the sole stockholder of MC. 7 -----END PRIVACY-ENHANCED MESSAGE-----