U.S. 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): September 1, 1999
SUNBELT EXPLORATION INC.
(Exact Name of Registrant as Specified in Charter)
NEVADA
(State or Other Jurisdiction of
Incorporation or Organization)
2-65800 75-1667097
(Commission File Number) (I.R.S. Employer Identification No.)
4301 WINDFERN, HOUSTON, TEXAS 77041
(Address of principal executive offices including zip code)
(281) 600-4000
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
In connection with the acquisition described in Item 2 below, Mr. Hunter
Carr was issued 2,250,000 shares of Company common stock (10.8%), Jack Tompkins
was issued 6,000,000 shares (28.7%), Morris Chapman was issued 3,000,000 shares
(14.4%), Jonathan Gilchrist was issued 2,250,000 shares (10.8%), Don Sapaugh was
issued 2,250,000 shares (10.8%) and Agrosource was issued 1,500,000 shares
(7.2%). Collectively, Messrs. Carr, Tompkins, Chapman, Gilchrist and Sapaugh,
and Agrosource own approximately 82.7% of the shares of Company common stock
issued and outstanding. The consideration paid for the shares was all of the
issued and outstanding stock of iExalt, Inc., of which Messrs. Carr, Tompkins,
Chapman, Gilchrist and Sapaugh, and Agrosource owned approximately 93.8%.
To the best of the Company's knowledge, there are no known arrangements
which may at a subsequent date result in a change of control of the Company.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective September 1, 1999, Sunbelt Exploration, Inc., a Nevada
corporation ("Company"), acquired all of the issued and outstanding stock of
iExalt, Inc., a Texas corporation in the business of providing Internet service
and content targeted towards the Christian community. In connection with such
acquisition, the Company issued an aggregate of 18,393,666 shares authorized but
unissued common stock to the shareholders of iExalt, in exchange for all of the
outstanding shares of iExalt common stock, which constituted upon closing
approximately 88% of the issued and outstanding common stock of the Company.
Upon the closing of the transaction, there were 20,874,166 shares of common
stock issued and outstanding.
In connection with the reorganization, the shareholders (a) adopted and
approved Amended and Restated Articles of Incorporation which authorized
changing the name of Sunbelt Exploration, Inc. to iExalt, Inc. and authorized
20,000,000 shares of preferred stock, par value $.001; (b) elected Jack
Tompkins, Hunter Carr, Don Sapaugh, Jonathan Gilchrist and Morris Chapman as
directors of the Company; and (c) approved the Company's 1999 Directors' Stock
Option Plan and Employees' 1999 Stock Option Plan.
The transaction was accounted for as a purchase. The acquisition of iExalt
was deemed "significant," accordingly, separate historical and pro forma
financial statements will be filed no later than seventy-five days after the
consummation of the acquisition.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Inapplicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Inapplicable.
ITEM 5. OTHER EVENTS
Inapplicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTOR
Inapplicable.
2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The appropriate financial statements will be filed with the
Securities and Exchange Commission no later than seventy-five days
after the consummation of the acquisition.
(b) Pro Forma Financial Information.
The appropriate pro forma financial information relating to the
acquisition will be filed with the Securities and Exchange
Commission no later than seventy-five days after the consummation of
the acquisition.
ITEM 8. CHANGE IN FISCAL YEAR
Inapplicable.
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.
SUNBELT EXPLORATION, INC.
By: /s/ JONATHAN GILCHRIST
Jonathan Gilchrist, Secretary
DATE: September 14, 1999
EXHIBITS
EXHIBIT
NO. PAGE
- --------- --------
1.1 Exchange Agreement between Sunbelt Exploration, Inc.
and iExalt, Inc. ....................................... A-1
2.1 1999 Directors' Stock Option Plan ........................ B-1
2.2 Employees' 1998 Stock Option Plan ........................ C-1