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 Exchange Act of 1934
Date of Report (Date of earliest event reported): March 12, 2001 (March 1, 2001)
iEXALT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
75-1667097
NEVADA 00-09322 (IRS EMPLOYER
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) IDENTIFICATION NO.)
12000 AEROSPACE AVENUE, SUITE 375
HOUSTON, TEXAS 77034
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
(281) 464-8400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 1, 2001, iExalt, Inc., a Nevada corporation ("iExalt"), completed
the acquisition of all issued and outstanding stock of Global Christian Network,
Inc., a Nevada corporation ("GCN"). GCN is a technology company and the creators
of an online Christian community based in Reno, Nevada. The stock transaction
will substantially increase iExalt's online internet presence and add
significant technology improvements.
Founded in 1995, the Global Christian Network was one of the early
pioneers in online Christian communities. Since then the Global Christian
Network has continued to provide innovative solutions for the needs of this
large target audience and continues as one of the largest online faith based
communities. GCN is a technology company who provided services to many large
technology related businesses including Microsoft, Intel, TCI (AT&T Broadband)
and Que Publishing.
Donald W. Sapaugh, Chairman and CEO of iExalt, Inc. states, "The addition
of GCN, with its PrayerWeb and Singles sites, to the iExalt family of companies
will assist with the ongoing growth of this segment of our business. We have had
a management agreement with the founders for over six (6) months, and have been
pleased with their understanding and commitment to our mutual goals. Their
commitment to the Christian values we share, and the focus on a deeper spiritual
growth is encouraging. With this addition, we can begin the packaging of
promotional opportunities for many faith based and family advertisers, by adding
millions of page views for banner ads to the existing print and radio
advertising sales opportunities." The company reports 3.0 million newsletters
per month are currently being distributed via the Global Christian Network
system, a vibrant online prayer channel, and an undisclosed number of unique
visitors and page views.
The Global Christian Network will take over operations of iExalt's portal-
www.iexalt.com. In addition, David Fritsche Jr., Global's chairman and chief
executive officer, will serve as President of iExalt's portal division. In
addition, Global has significant technology resources that will be applied
across the entire company as a means of improving the integration of information
and efficiency. Fritsche states, "We are excited to begin working with the
tremendous potential represented in the iExalt Family of companies. Our
community will gain rich resources that will in turn introduce a larger online
market for iEXALT."
As consideration for the acquisition, iExalt issued a total of 1,520,105
of its common shares to certain GCN shareholders and $11,957.78 of cash to
certain GCN shareholders in exchange for all issued and outstanding stock of
GCN. iExalt issued 500,000 of its common shares for full payment of an
outstanding promissory note owed by GCN to an investor. iExalt issued 207,000 of
its common shares to four employees of GCN for past services. iExalt agreed to a
contingent payment of $26,032.98 of cash to selected employees for past services
based on the achievement of certain performance objectives. In addition, since
the execution of the Funding Agreement between the companies dated June 30,
2000, iExalt had advanced cash totaling $ 368,280.55 for pre-acquisition
expenditures.
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In connection with the acquisition, GCN entered into employment agreements
with David Fritsche and Robert Fritsche to serve as its President and Vice
President, respectively.
A copy of the press release issued by iExalt relating to the acquisition
is attached as an exhibit to this report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable. The significance test related to the purchase price
and value of the acquirer's assets falls below the scope of required
financial statements.
(b) Pro Forma Financial Information.
Not applicable. The significance test related to the purchase price
and value of the acquirer's assets falls below the scope of required
pro forma financial information.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Reorganization,
dated November 30, 2000, between iExalt,
Inc., GCN Combination Corp. and Global
Christian Network, Inc. and its
Principal Shareholders
2.2 Plan of Merger, dated November 30, 2000,
between iExalt, Inc., GCN Combination
Corp. and Global Christian Network, Inc.
2.3 Asset Purchase Agreement, dated December
12, 2000, between iExalt, Inc. and Barry
Wineroth trustee for the Showcase
Financial Services, Inc. Profit Sharing
Plan
2.4 Written Consent of Contingent Closing Of
Global Christian Network, Inc., iExalt,
Inc., David Fritsche, Robert Fritsche,
GCN Combination Corp. & Princ.
Shareholders
99.1 Press release issued by iExalt relating
to the acquisition of Global Christian
Network, Inc.
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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.
DATE: March 12, 2001. iExalt, Inc.
By: /S/ CHRIS L. SISK
---------------------------------
Chris L. Sisk
Executive Vice President and
Primary Financial Officer
INDEX TO EXHIBITS
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Reorganization,
dated November 30, 2000, between iExalt,
Inc., GCN Combination Corp. and Global
Christian Network, Inc. and its
Principal Shareholders
2.2 Plan of Merger, dated November 30, 2000,
between iExalt, Inc., GCN Combination
Corp. and Global Christian Network, Inc.
2.3 Asset Purchase Agreement, dated December
12, 2000, between iExalt, Inc. and Barry
Wineroth trustee for the Showcase
Financial Services, Inc. Profit Sharing
Plan
2.4 Written Consent of Contingent Closing Of
Global Christian Network, Inc., iExalt,
Inc., David Fritsche, Robert Fritsche,
GCN Combination Corp. & Princ.
Shareholders
99.1 Press release issued by iExalt relating
to the acquisition of Global Christian
Network, Inc.
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