UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported) March 31, 2003 ---------------------------------- BSI2000, Inc. ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-28287 88-0418749 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 12600 W. Colfax Ave. B410, Lakewood, CO 80215 ----------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (303) 231-9095 ----------------------------- Knowledge Foundations, Inc., 7852 Colgate Ave., Westminster, CA 92683 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets On March 31, 2003, the reverse triangular merger between Knowledge Foundations, Inc. ("KFI") and BSI2000, Inc. closed. Immediately prior to the closing, KFI spun-off all of its assets and liabilities (except for a $50,000 note payable and related accrued interest of $6,825) to Dr. Richard Ballard, Jan Pettitt, Michael Dochterman, Robert A. Dietrich, Joel Vest (directors, officers, and/or principal shareholders of KFI) and certain other KFI shareholders. In connection with the spin-off, 34,105,900 shares of the common stock of Knowledge Foundations, Inc. surrendered by the parties mentioned above were cancelled. After the spin-off 5,027,818 shares of KFI remained outstanding. In closing the merger transaction KFI issued 45,122,570 shares of its common stock for all of the outstanding 8,786,900 shares of common stock of BSI2000, Inc. Immediately following the closing KFI changed its name to BSI2000, Inc. and BSI2000, Inc. ( a wholly owned subsidiary of KFI as a result of the merger) changed its name to BSI Operating, Inc. Item 7. Financial Statements and Exhibits As a result of the transactions described in Item 2 above, KFI has divested itself of its business and has acquired the business of BSI2000, Inc. For financial reporting purposes the transactions have been accounted for as a re-capitalization of BSI2000, Inc. Accordingly the net increase in the BSI2000, Inc. outstanding shares of 41,363,488 shares (from 8,786,900 to 50,150,388 shares of common stock) has been reflected in the financial statements as shares issued in the re-capitalization of BSI2000, Inc. As a result of the accounting method adopted to record the merger, for financial reporting purposes the historical financial statements of BSI2000, Inc. have become the historical financial statements of the continuing entity. Other than as required to be included in the pro forma financial statements, the historical financial statements of KFI are not presented. The following financial statements are included in this report: (a) Financial statements of business acquired BSI2000, Inc. Balance Sheets: December 31, 2002 March 31, 2003 (Unaudited) Income Statements: Years ended December 31, 2002 and 2001 Three Months Ended March 31, 2003 and 2002 (Unaudited) Inception (July 30, 1993) to December 31, 2002 Inception (July 30, 1993) to March 31, 2003 (Unaudited) Statements of Changes in Stockholders Equity: Inception (July 30, 1993) to December 31, 2001 Year Ended December 31, 2002 Three Months Ended March 31, 2003 (Unaudited) Statements of Cash Flows: Years Ended December 31, 2002 and 2001 Three Months Ended March 31, 2003 and 2002 (Unaudited) Inception (July 30, 1993) to December 31, 2002 Inception (July 30, 1993) to March 31, 2003 (Unaudited) (b) Pro forma financial information Pro Forma Condensed Consolidated Balance Sheet: March 31, 2003 (Unaudited) The pro forma condensed consolidated balance sheet has been derived from, and should be read in conjunction with, BSI2000's historical consolidated financial statements, including the accompanying notes, included in the Quarterly Report on Form 10-QSB for the three months ended March 31, 2003. The pro forma information is presented only for informational purposes, and may not necessarily be indicative of the Company's financial position for any future period or date. Pro Forma Condensed Consolidated Statements of Operations: Pro forma Condensed Consolidated Statements of Operations have not been presented. The merger has been accounted for as a re-capitalization of BSI2000, Inc. Therefore only the historical operating results of BSI2000, Inc. are the historical operating results of the combined entity and are required to be reported. The required historical income statements of BSI2000, Inc. are included in this report. (c) Exhibits Exhibit 99.1 - Financial statements March 31, 2003 and 2002 (unaudited) Exhibit 99.2 - Audited financial statements as of December 31, 2002 and for the cumulative period from July 30, 1993 (inception) through December 31, 2002 Unaudited Pro Forma Condensed Consolidated Balance Sheet As of March 31, 2003 Historical Historical KFI Adjusted BSI Post 3/31/03 Spin-off KFI 3/31/03 Merger Merger (Unaudited) Adjustments Notes 3/31/03 (Unaudited) Adjustments Notes BSI (1) (Unaudited) ----------- ----------- ----- -------- ---------- ----------- ----- --------- ASSETS Current Assets: Cash & - - 2 - 617 - 617 Equivalents Other Current assets 60 (60) 2 - 116,823 - 116,823 ----------- ----------- -------- ---------- ----------- --------- Total Current assets 60 (60) - 117,440 - 117,440 ----------- ----------- -------- ---------- ----------- --------- Non-current Assets Property & 3,826 (3,826) 2 - 69,093 - 69,093 equipment- net Intangible assets - - - 8,240 - 8,240 Other long-term assets - - - 4,232 - 4,232 ----------- ----------- -------- ---------- ----------- --------- Total non-current assets 3,826 (3,826) - 81,565 - 81,565 ----------- ----------- -------- ---------- ----------- --------- Total assets 3,886 (3,886) - 199,005 - 199,005 =========== =========== ======== ========== =========== ========= Liabilities & Shareholders' Equity Current liabilities Accounts Payable 3,060 (3,060) 3 - 64,025 - 64,025 Accrued Liabilities 96,297 (96,297) 4 - 7,258 - 7,258 Due to related parties 120,632 (120,632) 4 - - - - Notes Payable to shareholders 231,000 (231,000) 4 - 56,825 - 56,825 Convertible subordinated note payable 300,000 (300,000) 4 - - - - ----------- ----------- -------- ---------- ----------- --------- Total Current liabilities 750,989 (750,989) - 128,108 - 128,108 ----------- ----------- -------- ---------- ----------- --------- Stockholders' Equity 20,000,000 preferred shares authorized, none - - - - - - issued Common stock, $0.001 par, 100,000,000 authorized 39,111 (34,083) 5 5,028 4,171,457 (4,126,335) 7 50,150 Additional paid in capital 40,334 (45,362) 4,5,6 (5,028) - 4,126,335 7 4,121,307 Deficit accumulated during development stage (826,548) 826,548 6 - (4,100,560) - 7 (4,100,560) ----------- ----------- -------- ---------- ----------- --------- Total stockholders' equity (747,103) 747,103 - 70,897 - 70,897 ----------- ----------- -------- ---------- ----------- --------- Total liabilities and stockholders' equity 3,886 (3,886) - 199,005 - 199,005 =========== =========== ======== ========== =========== ========= (1) Adjusted to reflect the condensed consolidated balance sheet resulting form closing of the merger on March 31, 2003. (2) The Reorganization Plan provides for the spin off to KFI's original founders of all of KFI's assets ($3,886). (3) The Reorganization Plan provides for the spin-off to KFI's original founders of all of KFI's liabilities. (4) Certain advances, related party accruals and note payables plus accrued interest of KFI due to shareholders and other related parties were forgiven and treated as capital contributions. (5) Reflects reduction in par value of outstanding shares as a result of 34,105,900 shares being returned and cancelled by KFI as part of the Spin-off and Distribution. After Spin-off and Distribution, the outstanding shares totaled 5,027,818. (6) Under the reverse spin-off accounting that was used to record the spin off, KFI is treated as the entity being spun-out; as KFI has no operations other than those spun-out, retained earnings has been reset to $0 with a corresponding adjustment to additional paid-in capital. (7) Capitalization of post merger BSI reflects the number of post-merger outstanding shares at par value (50,150,388 shares), assumes the cumulative deficit of BSI, and reflects the resultant additional paid in capital. 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. BSI2000, Inc. A Delaware Corporation Date_____________________________ ________________________________ (Jack Harper, President)
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BSI2000 (BSIO) Inactive 8-KAcquisition or disposition of assets
Filed: 12 Jun 03, 12:00am