SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: June 14, 2000
(Date of earliest event reported)
BUSINESSMALL.COM, INC.
Exact name of registrant as specified in its charter
Nevada 0-15413 95-3480640
State of other jurisdiction of Commission File No. I.R.S. Employer
incorporation or organization ID No.
601 Cleveland Street, Suite 930, Clearwater, Florida 33755
(Address of principal executive offices)
Registrant's telephone number, including area code: (727) 507-3555
N/A
(Former name or former address if changed since last report)
Item 2. ACQUISITION AND DISPOSITION OF ASSETS
On June 14, 2000, the Registrant sold its 83.2% stake in CCC Communications
Corporation ("CCC") to ForcedMatrix.Com, Inc. ("Purchaser") for nominal
consideration and the assumption of debt. CCC is a reseller of long distance
and international telecommunications services, which is no longer the focus of
the Registrant's business. The Registrant has devoted a substantial portion of
its assets to building its internet holdings and could not continue to devote
substantial assets to the business of CCC. Therefore, the Registrant's Board of
Directors decided to dispose of this business to eliminate further losses and to
allow management to continue to build the Registrant's internet businesses.
The Registrant has agreed to complete the purchase of the remaining issued
and outstanding shares of CCC for approximately 643,679 shares of its common
stock. Immediately thereafter, the Registrant will transfer the remaining 16.8%
of CCC to the Purchaser.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Pro Forma Condensed Consolidated Balance Sheet and Statement of
Operations six months ended March 31, 2000
(b) Pro Forma Condensed Consolidated Statement of Operations year ended
September 30, 1999.
(c) Exhibits
2.1 Stock Purchase Agreement and Agreement with Respect to Other Matters dated
as of June 14, 2000. (Registrant hereby agrees to furnish supplementary to the
Securities and Exchange Commission, upon request, a copy of any omitted Schedule
referred to in the Agreement.
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BUSINESSMALL.COM, INC.
By: /s/ Barry L. Shevlin
Barry L. Shevlin, CEO
BUSINESSMALL.COM, INC.
UNAUDITED PROFORMA COMBINED BALANCE SHEET
March 31, 2000
COMBINED PRO-FORMA PRO-FORMA
As Reported ADJUSTMENTS COMBINED
ASSETS
Current assets:
Cash and cash equivalents $ 2,581,220 $ (2,564) 1 $ 2,578,656
Certificates of deposit 138,077 (38,077) 1 100,000
Notes receivable 126,429 (24,429) 1 102,000
Accounts receivable, net 380,927 (212,423) 1 168,504
Inventory 6,037 (6,037) 1 -
Prepaid and other 230,500 230,500
Total current assets 3,463,190 (283,530) 3,179,660
Property and equipment, net 3,171,569 (861,140) 2,310,429
Other assets:
Goodwill, net 4,735,103 (4,235,103) 2 500,000
Intangible assets, net 457,587 (165,109) 1 292,478
Deferred charges 50,941 (50,941) 1 -
Deposits 57,786 (20,577) 1 37,209
Total other assets 5,301,417 (4,471,730) 829,687
Total assets $ 11,936,176 (5,616,400) $ 6,319,776
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,228,993 (579,451) 1 $ 649,542
Accrued liabilities:
Accrued payroll and taxes 777,418 (349,599) 1 434,819
Other 79,661 (32,667) 1 46,994
Convertible debentures 2,002,500 248,500 3 2,251,000
Notes payable to related parties 117,625 117,625
Lines of credit 36,736 (36,736) 1 -
Current maturities of long-term debt 114,892 (114,892) 1 -
Current portion of capital lease
obligation 123,773 (114,087) 1 9,686
Total current liabilities 4,481,598 (971,932) 3,509,666
Long-term liabilities:
Long-term debt, net of
current maturities 87,500 (87,500) 1 -
Long-term portion of capital
lease obligation 53,333 (53,333) -
Total liabilities 4,622,431 (1,112,765) 3,509,666
Minority interest 747,303 (747,303) 1 -
Stockholders' equity:
Common stock par value $.001,
50,000,000 shares authorized,
13,115,806 and 8,222,122
shares issued and outstanding
at March 31,2000 and
September 30, 1999, respectively 13,116 13,116
Additional paid-in capital 19,773,958 19,773,958
Accumulated deficit (13,220,632) (3,756,332) 4 (16,976,964)
Total stockholders' equity 6,566,442 (4,503,635) 2,810,110
$ 11,936,176 (5,616,400) $ 6,319,776
Unaudited - See accompanying notes to condensed consolidated pro-forma
financial statements
BUSINESSMALL.COM, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Six Months Ended March 31,2000
As Reported Pro-Forma Pro-Forma
Combined Adjustments Combined
REVENUES: $2,593,703 $(2,598,598) 1 $ 4,104
COSTS AND EXPENSES:
Cost of sales 2,042,254 (2,039,814) 1 2,440
Selling, general &
administrative 5,658,031 (805,111) 1 4,852,920
7,700,285 (2,844,925) 4,855,360
OPERATING LOSS (5,106,582) 246,327 (4,851,256)
OTHER INCOME (EXPENSE):
Loss from discontinued
operations - (4,169,722) 3 (4,169,722)
Other income 64,943 25,012 1 39,931
Interest expense (1,398,913) (43,471) 1 (1,355,442)
Amortization expense (141,545) (139,603) 1/2 (1,942)
(1,475,515) (4,011,660) (5,487,175)
NET LOSS $(6,582,097) $(3,765,333) $(10,338,430)
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING 9,625,658 9,625,658 9,625,658
NET LOSS PER SHARE -
Basic and Diluted -
Continuing Operations $(.68) $(.68)
NET LOSS PER SHARE -
Discontinued Operations $.00 $(.39) $(.39)
NET LOSS PER SHARE $(.68) $(1.07)
Unaudited -- See accompanying notes to condensed consolidated pro-forma
financial statements.
PROGRESSIVE TELECOMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended September 30, 1999
As Reported Pro-Forma Pro-Forma
Combined Adjustments Combined
REVENUES: $ 4,541,768 $ (4,541,768) 1 -
COSTS AND EXPENSES:
Cost of sales 3,614,779 (3,614,779) 1 -
Selling, general &
administrative 5,950,489 (1,909,676) 1/2 4,040,813
9,565,268 (5,524,455) 4,040,813
OPERATING LOSS (5,023,500) 982,687 (4,040,813)
OTHER INCOME (EXPENSE):
Loss from discontinued
operations - (4,678,885) 3 (4,678,885)
Other income 10,391 (707) 1 9,684
Interest expense (149,372) 73,913 1 (75,459)
(139,981) (4,605,679) (4,744,660)
NET LOSS $ (5,162,481) $ (3,622,992) $ (8,785,473)
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING 8,177,529 8,177,529 8,177,529
NET LOSS PER SHARE -
Basic and Diluted -
Continuing Operations $(.63) $(.63)
NET LOSS PER SHARE -
Discontinued Operation $0.00 $(.44) $(.44)
NET LOSS PER SHARE $(.63) $(1.07)
Unaudited -- See accompanying notes to condensed consolidated pro-forma
financial statements.
BUSINESSMALL.COM, INC.
Notes To Unaudited Condensed Consolidated Pro-forma Financial Statements
A description of the adjustments included in the unaudited pro-forma financial
statement are as follows:
Pro-Forma Condensed Consolidated Balance Sheet and Statement of Operations six
months ended March 31, 2000:
Balance Sheet
1 Elimination of all assets and liabilities from discontinued operations
2 Elimination of goodwill associated with initial purchase of discontinued
operations
3 Recognition of closing cost reimbursement owed to buyer
4 Recognition of loss on sale of discontinued operations
Statement of Operations
1 Eliminate Revenue and expenses of discounted operations.
2 Eliminate amortization of goodwill associated with initial purchase of
discontinued operations
3 Recognition of loss on sale of discontinued operations
Pro-Forma Condensed Consolidated Statement of Operations year ended September
30, 1999
1 Eliminate Revenue and expenses of discounted operations.
2 Eliminate amortization of goodwill associated with initial purchase of
discontinued operations
3 Recognition of loss on sale of discontinued operations
Dated: June 28, 2000
June 8-K