UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 2, 2002
IEXALT, INC.
(Exact name of registrant as specified in its charter)
Nevada 00-09322 75-1667097
(State of Incorporation) (Commission File Number) (IRS Employer
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 1. CHANGES IN CONTROL OF REGISTRANT.
On July 1, 2002, iExalt, Inc., a Nevada corporation ("iExalt"), signed an
agreement relating to a capital investment by J.A.K. IV LP of up to $1,000,000.
The funding agreement allows for the consolidation of five previously executed
convertible debentures with an aggregate value of $464,227 as of May 31, 2002
and an agreement to lend up to $1,000,000 in additional funds. The partners
within J.A.K. IV LP include a number of business leaders determined to achieve
the mission of iExalt.
The agreement allows for conversion of the principal and accrued interest
to fully paid and non-assessable shares of restricted common stock at a price
per share equal to $0.225 per share and not to exceed a total of 7,500,000
shares of the Company's restricted common stock. The lender may exercise its
conversion rights at any time. iExalt has the right to convert with the consent
of the management committee upon the achievement of positive cash flow by the
Company on or before May 31, 2003, provided that all interest has been paid or
is converted. As of June 30, 2002, there were outstanding 2,220,509 shares of
the Company's common stock. J.A.K. IV LP could acquire control of the Company as
a result of the conversion of principal and interest under this loan agreement.
The agreement includes the issuance of 1,600,000 common stock warrants. The
purchase price per share of the warrants would be equal to $0.50 per share, have
a term of three years, and are fully vested.
The agreement also provides for the establishment of a management committee
for the purpose of ensuring and safeguarding the lender's interests. The
committee is to work in conjunction with the executive management of the company
to approve funding requests. The management committee has the authority to
negotiate with any and all lenders, employees, potential acquisitions, and
subsidiaries to execute a tactical plan to allow the company to achieve a
positive cash flow position.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
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4.1 Interim Loan Agreement between iExalt,
Inc. and J.A.K. IV LP dated July 1, 2002
4.2 Security Agreement between iExalt, Inc.
and J.A.K. IV LP
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: July 2, 2002. iExalt, Inc.
By: /s/ Chris L. Sisk
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Chris L. Sisk
Executive Vice President and
Primary Financial Officer
INDEX TO EXHIBITS
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
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4.1 Interim Loan Agreement between iExalt,
Inc. and J.A.K. IV LP dated July 1, 2002
4.2 Security Agreement between iExalt, Inc. and
J.A.K. IV LP