SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 24, 1996
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Date of Report (date of earliest event reported)
MEDIAX CORPORATION
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Exact name of Registrant as Specified in its Charter
Nevada 0-23780 84-1107138
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
3960 Ince Boulevard, Second Floor, Culver City, California 90232
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Address of Principal Executive Offices, Including Zip Code
(310) 815-8002
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Registrant's Telephone Number, Including Area Code
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The following
financial statements are filed herewith:
ZEITGEIST, INC.
Report of Independent Certified Public Accountants F-1
Balance Sheet as of December 31, 1995 F-2
Statement of Changes in Stockholder's Equity
(Deficit) for the Period from Inception (March 30,
1995) to December 31, 1995 F-3
Statements of Operations for the Period from
Inception (March 30, 1995) to December 31, 1995 F-4
Statements of Cash Flows for the Period from
Inception (March 30, 1995) to December 31, 1995 F-5
Notes to Financial Statements F-6 to F-7
(b) PRO FORMA FINANCIAL INFORMATION. The following pro forma financial
information is filed herewith:
Pro Forma Combined Financial Information S-1
Pro Forma Combined Balance Sheet as of
December 31, 1995 S-2
Pro Forma Combined Statements of Operations S-3
(c) EXHIBITS.
10 Agreement dated February 24, 1996 Among Edinburgh Capital,
Inc. and Zeitgeist, Inc., et al.*
- ---------------
* Included in initial filing
DAVIS & CO., CPAs, P.C.
9137 East Mineral Circle, Suite 170
Englewood, CO 80112-3402
(303) 792-2900, FAX (303) 792-2811
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
Zeitgeist, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Zeitgeist, Inc. at December
31, 1995 and the related statements of changes in stockholders' equity,
operations and cash flows for the period from inception (March 30, 1995) to
December 31, 1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Zeitgeist, Inc. at December
31, 1995 and the results of its operations and its cash flows for the period
from inception (March 30, 1995) to December 31, 1995 in conformity with
generally accepted accounting principles.
/s/ Davis & Co., CPAs, P.C.
Davis & Co., CPAs, P.C.
Certified Public Accountants
Englewood, Colorado
August 20, 1996
F-1
ZEITGEIST, INC.
(A Development Stage Company)
Balance Sheet
December 31, 1995
ASSETS
Current asset
Cash and cash equivalents $229,794
Other assets
Note receivable - officer 50,000
Other 344
--------
50,344
--------
$280,138
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Note payable $300,000
Accounts payable - trade 3,765
Accounts payable - related parties 10,591
Accrued interest payable 2,920
--------
317,276
Subsequent events and commitments (Notes 5 and 6)
Stockholders' equity (deficit)
Preferred stock, $.001 par value per
share; 1,000,000 shares authorized
and no shares issued
Common stock, $.001 par value per share;
10,000,000 shares authorized; 1,000
shares issued and outstanding at
December 31, 1995 1
Additional paid-in capital 99
Deficit accumulated during the development stage (37,238)
--------
(37,138)
--------
$280,138
The accompanying notes are an integral part of this statement.
F-2
ZEITGEIST, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
For the Period From Inception (March 30, 1995)
to December 31, 1995
ADDITIONAL
COMMON STOCK PAID-IN
SHARES AMOUNT CAPITAL
(AS RESTATED)
-------------------- ----------
Shares issued in March 1995
for cash of $.10 per share
to an officer and director 1,000 $ 1 $ 99
Net loss for the period from
inception (March 30, 1995)
to December 31, 1995
----- ---- -----
Balance at December 31, 1995 1,000 $ 1 $ 99
DEFICIT ACCUMULATED TOTAL
DURING THE STOCKHOLDERS'
DEVELOPMENT EQUITY
STAGE (DEFICIT)
------------------- ------------
Shares issued in March 1995
for cash of $.10 per share
to an officer and director $ $ 100
Net loss for the period from
inception (March 30, 1995)
to December 31, 1995 (37,238) (37,238)
--------- ---------
Balance at December 31, 1995 $ (37,238) $ (37,138)
The accompanying notes are an integral part of this statement.
F-3
ZEITGEIST, INC.
(A Development Stage Company)
Statements of Operations
FOR THE PERIOD
FROM INCEPTION
(MARCH 30, 1995) TO
DECEMBER 31, 1995
-------------------
Expenses
Consulting fees to officer $ 21,000
Printing 5,309
Travel and meals 5,585
Interest 2,920
Legal 1,570
Other general and administrative 854
--------
37,238
Net loss $(37,238)
--------
Weighted average number of shares 1,000
--------
Net loss per common share $ (37.24)
--------
The accompanying notes are an integral part of this statement.
F-4
ZEITGEIST, INC.
(A Development Stage Company)
Statements of Cash Flows
FOR THE PERIOD
FROM INCEPTION
(MARCH 30, 1995)
TO
DECEMBER 31, 1995
-----------------
Cash flow from operating activities:
Net loss $(37,238)
Changes in assets and liabilities:
Increase in accounts payable - trade 3,765
Increase in accounts payable - related party 10,591
Increase in accrued interest payable 2,920
--------
Net cash (used) by operating activities (19,962)
Cash flows from investing activities
Note receivable - officer (50,000)
Other asset (344)
--------
Net cash (used) by investing activities (50,344)
Cash flow from financing activities:
Proceeds from sale of common stock 100
Increase in note payable 300,000
--------
Net cash provided by financing activities 300,100
--------
Increase (decrease) in cash 229,794
Cash, beginning of period --
--------
Cash, end of period $229,794
--------
The accompanying notes are an integral part of this statement.
F-5
ZEITGEIST, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1995
Note 1: SIGNIFICANT ACCOUNTING POLICIES
Significant accounting policies are as follows:
a. ORGANIZATION
Zeitgeist, Inc. (the "Company") was incorporated under the laws of the
State of Nevada on March 30, 1995. The Company is in the development stage as
more fully defined in Statement No. 7 of the Financial Accounting Standards
Board. Planned principal operations of the Company have not yet commenced,
and activities to date have been limited to its formation, obtaining initial
capitalization, and limited investments and loans. The Company intends to
become an interactive multimedia on-line entertainment, development and
publishing company.
b. CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, cash and cash equivalents
consist of demand deposits in banks. Cash equivalents are carried at cost
which approximates market.
c. INCOME TAXES
The Company has made no provision for income taxes because of
financial statement and tax losses since its inception. As of December 31,
1995, the Company has a net operating loss carryforward of approximately
$37,200 available for income tax purposes. This carryforward expires in 2010.
d. NET LOSS PER COMMON SHARE
The net loss per common share is computed by dividing the net loss for
the period by the weighted average number of shares outstanding.
e. ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Note 2: NOTE RECEIVABLE - OFFICER
On December 6, 1995, $50,000 was loaned to the Company's President.
The uncollateralized note bears interest at 4% per annum and is due in full,
along with interest, on January 1, 2000. Pursuant to the terms of the note,
the Company was authorized to loan up to an additional $50,000 under the same
terms and conditions. This additional loan was made February 25, 1996.
Note 3: NOTE PAYABLE
The uncollateralized note payable dated November 15, 1995 bears
interest at the bank's prime rate and is due the earlier of November 15, 1997
or when the Company raises $500,000 or more in a private placement of its
common stock. See Note 6b., herein, regarding subsequent conversion of this
note. F-6 (Continued)
ZEITGEIST, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1995
Note 4: PREFERRED STOCK
The Company is authorized to issue 1,000,000 shares of preferred stock
with a $.10 par value. The preferred stock may be issued by the Board of
Directors in one or more series. The Board shall determine the distinguishing
features of each, including preferences and rights and restrictions, by
resolution upon the establishment of such series.
Note 5: RENTAL COMMITMENT
In January 1996, the Company entered into a one-year lease for office
space at a rate of $660 per month.
Note 6: SUBSEQUENT EVENTS
a. EXCHANGE OF COMMON STOCK
On February 24, 1996, all of the Company's common stock outstanding
was acquired by Zeitgeist Werks, Inc. (formerly Edinburgh Capital, Inc.), a
publicly-held company. In connection with this agreement, the stockholders of
the Company received a total of 12,500,000 shares of common stock of Zeitgeist
Werks, Inc., which resulted in the Company's shareholders owning approximately
95% of the then issued and outstanding shares of Zeitgeist Werks, Inc.
b. CONVERSION OF NOTE PAYABLE
On March 21, 1996, the Company's $300,000 note payable and related
accrued interest of $8,000 was converted into 154,000 shares of common stock
of Zeitgeist Werks, Inc. (see Note 6a. above) at the rate of $2 per share.
c. COMMITMENT - EMPLOYMENT AGREEMENT
Effective January 1, 1996, the Company entered into a four-year
employment agreement with its President. The Company is obligated to pay a
base salary as follows:
$125,000 January 1, 1996 to September 30, 1996
$155,000 October 1, 1996 to October 31, 1997
$185,000 November 1, 1997 to October 31, 1998
$215,000 November 1, 1998 to October 31, 1999
Unless terminated by either party upon 60 days written notice, this
agreement will automatically renew for additional two-year terms after the
initial four-year term.
The agreement also provides for a bonus at the end of each fiscal
quarter as determined by the Company's Board of Directors. The President may
voluntarily terminate her employment at any time.
d. ADDITIONAL LOAN TO OFFICER
See Note 2, herein, regarding the additional $50,000 loan made to
the Company's President.
F-7
ZEITGEIST, INC.
(A Development Stage Company)
Unaudited Pro Forma Combined Financial Information
The following unaudited pro forma combined balance sheet and statement
of operations present the combined financial position and operations of
Zeitgeist, Inc. and Zeitgeist Werks, Inc. (formerly Edinburg Capital, Inc.) at
December 31, 1995 and for the period from inception (March 31, 1995) to
December 31, 1995 and for the years ended December 31, 1995 and 1994. This
unaudited pro forma information gives effect to the reverse acquisition which
occurred on February 23, 1996 as discussed in Note 6a. to the financial
statements. No unaudited pro forma adjustments were considered necessary.
This unaudited pro forma combined information should be read in conjunction
with the December 31, 1995 financial statements and notes presented.
S-1
ZEITGEIST WERKS, INC.
Pro Forma Combined Balance Sheet
December 31, 1995
(Unaudited)
HISTORICAL UNAUDITED
ZEITGEIST PRO FORMA
ZEITGEIST, INC. WERKS, INC. COMBINED
(B) (FORMERLY (A)
EDINBURGH)
----------------------------- ---------
Assets
Cash $229,794 $ 1,360 $231,154
Note receivable - officer 50,000 -- 50,000
Other 344 -- 344
-------- -------- --------
Total assets $280,138 $ 1,360 $281,498
-------- -------- --------
Liabilities
Accounts payable -trade 3,765 19,601 23,366
Accrued liabilities 13,511 -- 13,511
Note payable 300,000 -- 300,000
-------- -------- --------
Total liabilities 317,276 19,601 336,877
Equity
Common stock 100 249,823 249,923
Accumulated deficit (37,238) (268,064) (305,302)
-------- -------- --------
Total equity (deficit) (37,138) (18,241) (55,379)
-------- -------- --------
Total liabilities and equity $280,138 $ 1,360 $281,498
-------- -------- --------
S-2
ZEITGEIST, INC.
(A Development Stage Company)
Pro Forma Combined Statements of Operations
(Unaudited)
HISTORICAL UNAUDITED
ZEITGEIST PRO FORMA
ZEITGEIST, INC. WERKS, INC. COMBINED
(B) (FORMERLY (A)
(EDINBURGH)
----------------------------- ---------
For the period from inception
(August 15, 1986) to
December 31, 1995:
Revenues $ -- $ 26,662 $ 26,662
General and administrative
expenses 37,238 294,726 331,964
Net loss $ (37,238) $ (268,064) $ (305,302)
Net loss per common share $ (.02)
For the year ended
December 31, 1995:
Revenues $ -- $ -- $ --
General and administrative
expenses $ (37,238) $ 23,972 $ 61,210
Net loss $ (37,238) $ (23,972) $ (61,210)
Net loss per common share $ (.005)
(A) As adjusted for February 23, 1996 3.13 for one forward stock split of
Zeitgeist Werks, Inc.
(B) Zeitgeist, Inc. was incorporated on March 31, 1995 (inception).
The accompanying notes are an integral part of this statement.
S-3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, hereunto duly authorized.
MEDIAX CORPORATION
Dated: November 12, 1996 By /s/ Nancy Poertner
Nancy Poertner, President