SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 22, 2001
FIRST ECOM.COM, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 0-27753 98-0206979
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
19th Floor, 80 Gloucester Road, Wan Chai, Hong Kong SAR
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code ( 852 ) 2801-5181
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(Former Name or Former Address, if Changes Since Last Report)
This amendment to the Company's Current Report on Form 8-K filed November 2,
2001 is being filed to provide the financial statements required by Item 7.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses acquired.
None
(b) Pro forma financial information
See pages F-1 to F-5
(c) Exhibits
None
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.
FIRST ECOM.COM, INC.
(Registrant)
Date: December 3, 2001 By /S/ Kenneth G.C. Telford
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(Signature)
Kenneth G.C. Telford,
Secretary and
Chief Financial Officer
First Ecom.com, Inc. and subsidiaries
Unaudited pro forma condensed
consolidated balance sheets
at June 30, 2001
(Expressed in US Dollars)
Pro Forma Disposition of
Historical GASCO Gasco FEDS Pro Forma
FECC Adjustments Consolidated Adjustments Consolidated
Assets
Current assets
Cash and cash equivalents $ 23,761,060 $(19,640,000)(1,3) $ 4,121,060 $ 1,036,446(4,5,) $ 5,157,506
Notes receivable 1,855,896(5) 1,855,896
Trade accounts receivable 54,930 54,930 (17,974) 36,956
Accrued interest 16,862 16,862 -- 16,862
Marketable securities 345,589 345,589 -- 345,589
Loan receivable 500,000 (500,000)(1) -- -- --
Other prepaid expenses
and receivables 419,543 419,543 (147,684)(4) 271,859
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Total current assets 25,097,984 (20,140,000) 4,957,984 2,726,684 7,684,668
Property and equipment 1,879,239 1,879,239 (1,556,881)(4) 322,358
Equity in affiliates 18,374,954(1,2) 18,374,954 --(4,5) 18,374,954
Goodwill 5,038,020 5,038,020 (5,038,020)(4) --
------------------------------------------------------------------------------------------------
Total assets 32,015,243 (1,765,046) 30,250,197 (3,868,217) 26,381,980
================================================================================================
Liabilities and
stockholders' equity
Current liabilities
Accounts payable 524,765 524,765 (154,588)(4) 370,177
Accrued professional and
consulting fees 118,474 118,474 -- 118,474
Other accrued liabilities 154,144 154,144 -- 154,144
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Total current liabilities 797,383 797,383 (154,588) 642,795
Stockholders' equity
Common stock, $0.001 par value
Authorized: 200,000,000 shares
Issued and outstanding:
19,210,037 shares 19,211 19,211 19,211
Additional paid-in capital 57,868,124 57,868,124 57,868,124
Accumulated other comprehensive
income-unrealized investment loss (22,059) (22,059) (22,059)
Deficit accumulated during
the development stage (26,647,416) (1,765,046)(2,3) (28,412,462) (3,713,629)(4,5) (32,126,091)
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Total stockholders' equity 31,217,860 (1,765,046) 29,452,814 (3,713,629) 25,739,185
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Total liabilities and
stockholders' equity $ 32,015,243 $ (1,765,046) $ 30,250,197 $ (3,868,217) $ 26,381,980
================================================================================================
F-1
First Ecom.com, Inc. and subsidiaries
Unaudited pro forma condensed
consolidated statements of operations
for the six months ended June 30, 2001
(Expressed in US Dollars)
Pro Forma Disposition of
Historical GASCO Gasco FEDS Pro Forma
FECC Adjustments Consolidated Adjustments Consolidated
Revenue
Payment processing $ 36,908 $ -- $ 36,908 $ (13,016)(4) $ 23,892
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Operating expenses
Sales and marketing 188,262 188,262 (14,940)(4) 173,322
General and administrative 3,258,963 3,258,963 (46,588)(4) 3,212,375
Systems and technology 180,675 180,675 (71,613)(4) 109,062
Restructuring cost 198,821 198,821 -- 198,821
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Total expenses 3,826,721 3,826,721 (133,141) 3,693,580
Loss from operations (3,789,813) (3,789,813) 120,125 (3,669,688)
Other income/(expenses)
Interest income 634,300 (380,000)(3) 254,300 535(4) 254,835
Equity in loss of affiliate (390,052) (405,798)(2) (795,850) 390,052(6) (405,798)
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Loss from continuing operations $ (3,545,565) $ (785,798) $ (4,331,363) $ 510,712 $ (3,820,651)
================================================================================================
Basic and diluted loss
per share applicable to
common stockholders
Continuing operations (0.18) (0.23) (0.20)
============ ============ ============
Weighted average shares used in
computing per share amounts 19,210,037 19,210,037 19,210,037
============ ============ ============
F-2
First Ecom.com, Inc. and subsidiaries
Unaudited pro forma condensed
Consolidated statements of operations
for the year ended December 31, 2000
(Expressed in US Dollars)
Pro Forma Disposition of
Historical GASCO Gasco FEDS Pro Forma
FECC Adjustments Consolidated Adjustments Consolidated
Revenue
Payment processing $ 38,223 $ -- $ 38,223 $ -- $ 38,223
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Operating expenses
Sales and marketing 2,113,149 2,113,149 2,113,149
General and administrative 8,297,692 8,297,692 8,297,692
Systems and technology 1,489,056 1,489,056 1,489,056
Charges for impairment of certain
long-lived and prepaid assets 949,418 949,418 949,418
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Total expenses 12,849,315 12,849,315 12,849,315
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Loss from operations (12,811,092) (12,811,092) (12,811,092)
Other income/(expenses)
Interest income 1,527,959 (760,000)(3) 767,959 767,959
Interest expense (2,121) (2,121) (2,121)
Loss on write down of marketable
securities (1,632,353) (1,632,353) (1,632,353)
Equity in loss of affiliate (292,118) (219,248)(2) (511,366) 292,118(6) (219,248)
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Loss from continuing operations $(13,209,725) $ (979,248) $(14,188,973) $ 292,118 $(13,896,855)
================================================================================================
Basic and diluted loss per share
applicable to common stockholders
Continuing operations (0.73) (0.79) (0.77)
============ ============ ============
Weighted average shares used in
computing per share amounts 18,064,980 18,064,980 18,064,980
============ ============ ============
F-3
First Ecom.com, Inc. and subsidiaries
Notes to unaudited pro forma condensed consolidated financial data
1. Basis of Preparation
The unaudited pro forma condensed consolidated financial statements (the "pro
forma financial statements") are based upon the historical consolidated
financial statements of First Ecom.com, Inc. and subsidiaries ("FECC") as
adjusted to give effect to the disposal of its wholly owned subsidiary, First
Ecommerce Data Services Limited ("FEDS"), a Bermuda corporation on October 22,
2001 as if the transaction had occurred on April 11, 2000, the date when FEDS
commenced development.
The historical consolidated financial statements of FECC included in the pro
forma financial statements have also been adjusted to give effect to the
purchase of 1,000 shares of Series A Preferred Stock of Gasco Energy, Inc.
("Gasco") on July 5, 2001 as if the transaction had occurred on January 1, 2000.
Additional information regarding the Gasco acquisition is provided in FECC's
Current Reports on Forms 8-K and 8-K/A filed with the Securities and Exchange
Commission on July 23, 2001 and November 7, 2001, respectively.
The historical consolidated financial statements of FECC included in the pro
forma financial statements have been adjusted to eliminate both the original 50%
interest in FEDS acquired in September 2000 as well as the remaining 50%
acquired on June 18, 2001 giving the effect that neither acquisition of FEDS had
ever been made. The pro forma adjustments relating to FECC's disposal of FEDS
recorded in the accompanying pro forma financial statements are based on the
unaudited interim financial statements of FEDS for the six months ended June 30,
2001, and financial statements for the period from April 11, 2000 to December
31, 2000.
FECC's acquisition of Gasco is included in the pro forma financial statements
using the equity accounting method. No pro forma effect has been given to any
operational or other synergies that may be realized from the acquisition of
Gasco or disposal of FEDS.
The pro forma financial statements are presented for illustrative purpose only
and are not necessarily indicative of the operating results or financial
position that might have been achieved had the transactions occurred as of an
earlier date, and they are not necessarily indicative of future operating
results or financial position. These pro forma amounts do not, therefore,
project our financial position or results of operations for any future date or
period. You should read the pro forma financial statements with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
our historical consolidated financial statements and related notes included in
our annual report on Form 10-K for the fiscal year ended
F-4
December 31, 2000 and our quarterly reports on Form 10-Q for the quarters ended
March 31, 2001, June 30, 2001 and September 30, 2001.
Pro Forma Adjustments
(1) To record $19 million acquisition of Series A Preferred Stock of
Gasco.
(2) To record equity in loss of Gasco.
(3) To eliminate the interest income on $19 million used to acquire Series
A Preferred Stock of Gasco.
(4) To eliminate FEDS balance sheet items as of June 30, 2001 and the
operating results for the six months ended June 30, 2001.
(5) To record the sale of FEDS for cash proceeds of $1.7 million included
in cash and notes receivable at discounted present value of $1.8
million; and record the loss on disposal of $3.2 million to pro forma
deficit accumulated during the development stage.
(6) To eliminate equity in loss of FEDS
F-5