SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 8-K/A (AMENDMENT NO. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 --------------------- Date of report: May 2, 2000 (Date of earliest event reported) FRONT PORCH DIGITAL INC. (Exact name of Registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-16031 86-0793960 (Commission File No.) (I.R.S. Employer Identification No.) 1810 Chapel Avenue West Suite 130 Cherry Hill, New Jersey 08002 (Address of principal executive offices; zip code) (856) 663-3500 (Registrant's telephone number, including area code) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired Front Porch Digital Inc. Balance Sheet as of March 31, 2000 [Unaudited] Assets Current Assets Cash $89,762 Accounts Receivable - Trade 17,600 -------------- Total Current Assets 107,362 Property & Equipment, Net 116,857 -------------- Total Assets $224,219 ============== Liabilities and Stockholders' Equity Current Liabilities Note Payable - Bridge Loans $300,000 Accounts Payable 84,276 Payroll Related Liabilities 14,917 Accrued Expenses 4,710 -------------- Total Current Liabilities 403,903 Stockholders' Equity Common Stock, $.001 par value 12,062,500 shares authorized 9,440,000 Shares issued and outstanding 9,440 Subscriptions Receivable (9,240) Accumulated Deficit (179,884) -------------- Total Stockholders' Equity (179,684) -------------- -------------- Total Liabilities and Stockholders' Equity $224,219 ============== Front Porch Digital Inc. Statement of Operations Period from February 1, 2000 (date of inception) to March 31, 2000 [Unaudited] Revenues $30,380 Cost of Revenue 2,490 ------------- Gross Margin 27,890 ------------- Sales & Marketing 18,430 General & Administrative 187,094 ------------- 205,524 ------------- Loss from operations (177,634) Interest Expense 2,250 ------------- Net Loss ($179,884) ============= Weighted Average Number of 9,440,000 Common Shares Outstanding Loss per Common Share (0.02) (b) Pro Forma Financial Information The Registrant's pro forma balance sheet gives effect to the May 2, 2000 acquisition of Front Porch Digital Inc., a Delaware corporation ("Front Porch"), as if such transaction had occurred on March 31, 2000. The pro forma statement of operations gives effect to the acquisition as if such transaction occurred on January 1, 2000. The unaudited pro forma information is presented for illustrative purposes only and may not be indicative of the results that would have been obtained had the transaction actually occurred on the dates assumed, nor is it necessarily indicative of the future results of operations. The pro forma financial information should be read in conjunction with the accompanying notes. The Registrant and Front Porch, executed an Agreement and Plan of Reorganization (the "Plan"), whereby the Registrant acquired 100% of the outstanding equity securities of Front Porch from its stockholders (the "Front Porch Stockholders"). The Plan provided for the acquisition of 100% of the outstanding equity securities of Front Porch; the issuance and exchange of 9,400,000 shares of the Registrant's common stock for the outstanding common stock of Front Porch, which shares of common stock of the Registrant were "restricted securities" under the Securities Act of 1933, as amended; the contribution of 40,000,000 shares of common stock of the Registrant owned by Susan M. Grant to the treasury of the Registrant; and the issuance and exchange of warrants to acquire 7,400,000 shares of the common stock of the Registrant for the then-outstanding warrants to acquire 7,400,000 shares of the common stock of Front Porch. Prior to the completion of the Plan, there were 46,400,000 outstanding shares of common stock of the Registrant. Giving effect to the issuance of the shares outlined above and the cancellation of 40,000,000 shares of common stock of the Registrant as required by the Plan, there are 15,840,000 issued and outstanding shares of common stock of the Registrant. This transaction is commonly referred to as a "reverse acquisition" where 100% of Front Porch's stock was effectively exchanged for a controlling interest in a publicly held "shell" corporation, the Registrant (which concurrently changed its name to Front Porch Digital Inc.). For financial accounting purposes, this transaction will be treated as the issuance of stock for the net monetary assets of the Registrant, accompanied by a recapitalization of Front Porch, with no goodwill or other intangible assets recorded. The pro forma loss per share data presented are computed as if the number of shares outstanding immediately after the acquisition were outstanding for all periods for which the Registrant's financial statements are presented. Such pro forma loss per share data are not indicative of actual results that might have been achieved had the acquisition taken place as assumed for pro forma purposes or that might be achieved in the future. Front Porch was formed on February 1, 2000 and therefore a pro forma statement of operations for the prior year is not presented. Front Porch Digital Inc. Pro Forma Combined Balance Sheet March 31, 2000 [Unaudited] Historical ---------------------------- Empire Pro Forma Communications Front Porch Pro Forma Combined Corp. Digital Inc. Adjustments Company --------------- ------------- ----------- ---------- Assets Current Assets Cash and Cash Equivalents $8,912 $89,762 $0 $98,674 Accounts Receivable - Trade 0 17,600 0 17,600 --------- --------- --------- --------- Total Current Assets 8,912 107,362 0 116,274 Property & Equipment, Net 0 116,857 0 116,857 --------- --------- --------- --------- Total Assets $8,912 $224,219 $0 $233,131 ========= ========= ========= ========= Liabilities and Stockholders' Equity Current Liabilities Note Payable - Bridge Loans $0 $300,000 $0 $300,000 Accounts Payable 2,540 84,276 0 86,816 Payroll Related Liabilities 0 14,917 0 14,917 Accrued Expenses 0 4,710 115,000 1a 119,710 --------- --------- --------- --------- Total Current Liabilities 2,540 403,903 115,000 521,443 Stockholders' Equity Preferred Stock 0 0 0 0 Common Stock 23,200 9,440 (16,800)1b 15,840 Additional Paid in Capital 102,800 0 (102,800)1b 0 Subscriptions Receivable 0 (9,240) 0 (9,240) Accumulated Deficit (119,628) (179,884) 4,600 1a,b (294,912) --------- --------- --------- --------- Total Stockholders' Equity 6,372 (179,684) (115,000) (288,312) --------- --------- --------- --------- --------- --------- --------- --------- Total Liabilities and Stockholders' Equity $8,912 $224,219 $0 $233,131 ========= ========= ========= ========= The accompanying notes are an intergral part of these unaudited pro forma financial statements Front Porch Digital Inc. Pro Forma Combined Statement of Operations For the Period Ended March 31, 2000 [Unaudited] Historical ---------------------------------- Empire Pro Forma Communications Front Porch Pro Forma Combined Corp. Digital Adjustment Company ------------ ------------ ------------ ------------ Revenues $0 $30,380 $0 $30,380 Cost of Revenue 0 2,490 0 2,490 ------------ ------------ ------------ ------------ Gross Margin 0 27,890 0 27,890 ------------ ------------ ------------ ------------ Sales & Marketing 0 18,430 0 18,430 General & Administrative 3,131 187,094 65,000 1a 255,225 ------------ ------------ ------------ ------------ 3,131 205,524 65,000 273,655 ------------ ------------ ------------ ------------ Loss from operations (3,131) (177,634) (65,000) (245,765) Interest Expense 0 2,250 0 2,250 ------------ ------------ ------------ ------------ Net Loss ($3,131) ($179,884) ($65,000) ($248,015) ============ ============ ============ ============ Weighted Average Number of Common Shares Outstanding 23,200,000 9,440,000 (16,800,000)1b 15,840,000 ============ ============ ============ ============ Loss per Common Share ($0.00) ($0.02) $0.00 ($0.02) ============ ============ ============ ============ The accompanying notes are an intergral part of these unaudited pro forma financial statements Notes to Unaudited Pro Forma Combined Financial Statements 1. Unaudited Pro Forma Combined Balance Sheet and Statement of Operations Adjustments a. Records the estimated direct costs of the merger. b. Records the issuance of stock by Front Porch for the net monetary assets of Empire, accompanied by a recapitalization of Front Porch, and the elimination of the additional paid in capital and accumulated deficit of Empire. (c) Exhibits. The Registrant hereby furnishes the following exhibit: 2.1 Agreement and Plan of Reorganization dated as of May 2, 2000 among Registrant, Susan M. Grant, Front Porch Digital Inc. and the stockholders of Front Porch Digital Inc.* Exhibit A - Stockholders of Front Porch Exhibit B - Audited Financial Statements of the Registrant for the fiscal years ended December 31, 1999 and 1998 Exhibit C - Exceptions to the Registrant's financial statements Exhibit D - Unaudited Financial Statements of Front Porch for the period ended March 22, 2000 Exhibit E - Exceptions to Front Porch's financial statements Exhibit F - Investment Letter Exhibit G - Certificate of Officer and Controlling Stockholder of the Registrant Exhibit H - Certificate of Officer of Front Porch --------- * Previously filed. 3 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. FRONT PORCH DIGITAL INC. Date: July 14, 2000 By:/s/ Jay Yogeshwar ---------------------------- Jay Yogeshwar Chief Executive Officer