SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1
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 26, 2001
The Amanda Company
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(Exact Name of Registrant as Specified in its Charter)
Utah 1-14072 87-0430260
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
13765 Alton Parkway, Bldg. F, Irvine CA 92618
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 859-6279
Pen Interconnect, Inc.
1601 Alton Parkway, Irvine, CA 92606
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(Former Name or Former Address, if Changed Since Last Report)
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business acquired
The audited financial statements of The Automatic Answer, Inc. for the
periods December 31, 1999 and 2000.
(b) Financial Statements for the Nine Month Period Ending September 30,
2001
The unaudited financial statements of The Automatic Answer, Inc. for the
nine month period ending September 30, 2001.
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 thereunto duly authorized.
Dated: December 14, 2001 The Amanda Company, Inc.
By: /s/ Jose Candia
Jose Candia
President and CEO
a. Financial Statements of Business acquired (audited)
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THE AUTOMATIC ANSWER, INC.
BALANCE SHEET
As of December 31, 1999 and 2000
ASSETS
December31,
1999 2000
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CURRENT ASSETS
Cash and cash equivalents $ 29,278 $ 41,771
Accounts receivable, net 96,252 241,523
Inventory 133,364 338,118
Employee advances - 10,647
Prepaid and other current assets - 24,000
Total current assets 258,894 656,059
PROPERTY AND EQUIPMENT, net 107,087 195,055
OTHER ASSETS 35,478 35,478
TOTAL ASSETS $ 401,459 $ 886,592
(continued)
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LIABILITIES AND SHAREHOLDERS' DEFICIT
December 31,
1999 2000
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CURRENT LIABILITIES
Accounts payable $ 601,330 $ 776,018
Accrued expenses 327,707 214,834
Deferred revenue 94,611 64,790
Notes payable - related party 523,000 545,383
Lease financing payable 22,750 -
Note payable 50,000 50,000
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Total current liabilities 1,619,398 1,651,025
LONG-TERM LIABILITIES
Note payable - 50,000
Lease financing payable 74,841 -
Total long-term liabilties 74,841 50,000
SHAREHOLDERS' EQUITY
Preferred stock, $.001 par value; 2,000,000 shares
authorized; 200,000 Series A; 153,920 shares of
Series A issued and outstanding 154 154
Common stock, $.001 par value; 8,000,000 shares
authorized; 4,425,235 and 2,070,581 shares issued
and outstanding 4,426 2,071
Additional paid-in capital 1,115,954 1,094,762
Retained earnings (2,413,314) (1,911,420)
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Total shareholders' equity (1,292,780) (814,433)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 401,459 $ 886,592
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THE AUTOMATIC ANSWER, INC.
STATEMENT OF OPERATIONS
As of December 31, 1999 and 2000
2000 1999
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NET SALES $ 5,150,379 $ 6,392,937
COST OF SALES 3,220,140 3,685,583
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GROSS PROFIT 1,930,239 2,707,353
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2,367,317 2,357,340
RESEARCH AND DEVELOPMENT EXPENSES - -
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OPERATING INCOME (LOSS) (437,077) 350,013
INTEREST EXPENSE 117,849 73,779
OTHER (INCOME) EXPENSE (53,834) (36,591)
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INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX (501,093) 312,826
INCOME TAX (BENEFIT) PROVISION 800 1,600
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NET INCOME (LOSS) $ (501,893) $ 311,226
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THE AUTOMATIC ANSWER, INC.
STATEMENT OF CASH FLOWS
As of December 31, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (501,893)
Adjustments to reconcile net cash provided (used) in
operating activities:
Depreciation and amortization 107,497
Loss (gain) on disposal of equipment -
Common Stock issued for compensation and interest 23,546
Effect on cash of changes in operating assets and liabilities:
Decrease (increase) in accounts receivable, net 145,271
Decrease (increase) in inventory 204,754
Decrease (increase) in prepaid assets 24,000
Decrease (increase) in employee advances 10,647
Decrease in income tax receivable -
Decrease in security deposits -
Increase (decrease) in accounts payable (174,688)
Increase (decrease) in deferred revenue 29,821
Increase in accrued expenses 112,873
Increase (decrease) in license fee payable -
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Net cash provided (used) in operating activities (18,172)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (10,595)
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Net cash used in investing activities (10,595)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock -
Payments of notes payable (72,383)
Proceeds from equipment refinancing 88,657
Borrowings under notes payable -
Borrowing under line of credit -
Payments under line of credit -
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Net cash provided (used) by financing activities 16,274
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Net increase (decrease) in cash and cash equivalents (12,493)
Cash and cash equivalents, beginning of year 41,771
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Cash and cash equivalents, end of year $ 29,278
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THE AUTOMATIC ANSWER, INC.
STATEMENT OF CASH FLOWS
As of December 31, 2000
(continued)
2000
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION - Cash paid during the year
for:
Interest $ 42,578
Income tax $ -
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SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING TRANSACTIONS:
Computer equipment refinanced under a lease transaction:
Cash received $ 88,657
Retired computer equipment (15,828)
Refurbished computer equipment 24,762
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Lease financing payable $ 97,591
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(b) Financial Statements for the Nine Month Period Ending September 30, 2001
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THE AUTOMATIC ANSWER, INC.
BALANCE SHEET
SEPTEMBER 30, 2001
(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 29,555
Accounts receivable, net 84,069
Inventory 172,617
Prepaid and other current assets 51,880
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Total current assets 338,121
PROPERTY AND EQUIPMENT, net 33,020
OTHER ASSETS 29,436
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TOTAL ASSETS $ 400,577
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The accompanying notes are an integral part of these statements.
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THE AUTOMATIC ANSWER, INC.
BALANCE SHEET
SEPTEMBER 30, 2001
(unaudited)
LIABILITIES AND STOCKHOLDERS DEFICIT
CURRENT LIABILITIES
Accounts payable $ 562,969
Accrued expenses 374,888
Deferred revenue 15,449
Notes payable - related party 523,000
Lease financing payable 22,750
Notes payable 511,200
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Total current liabilities 2,010,256
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LONG TERM LIABILITIES
Lease financing payable 72,320
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TOTAL LIABILITIES 2,082,576
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SHAREHOLDERS' DEFICIT
Preferred stock, $.001 par value;
2,000,000 shares authorized;
200,000 Series A; 153,920 shares
of Series A issued and outstanding 154
Common stock, $.001 par value; 8,000,000
shares authorized; 4,425,235 shares issued
and outstanding 4,426
Additional paid-in capital 1,115,954
Retained deficit (2,802,533)
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Total shareholders' deficit (1,681,999)
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TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIT $ 400,577
==============
The accompanying notes are an integral part of these statements.
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THE AUTOMATIC ANSWER, INC.
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
(unaudited)
NET SALES $ 2,904,452
COST OF SALES 1,685,252
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GROSS PROFIT 1,219,200
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,579,035
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OPERATING LOSS (359,835)
INTERST EXPENSE (58,562)
OTHER INCOME 28,128
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LOSS BEFORE PROVISION FOR INCOME TAX (390,269)
INCOME TAX PROVISION 800
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NET LOSS $ (391,069)
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The accompanying notes are an integral part of these statements.
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THE AUTOMATIC ANSWER, INC.
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
(unaudited)
Increase (decrease in cash and cash equivalents
Cash flows from operating activities
Net loss $ (391,068)
Adjustments to reconcile net cash provided
(used) in operating activities
Depreciation and amortization 75,176
Loss on disposal of equipment 4,211
Effect on cash of changes in operating
assets and liabilities:
Accounts receivable 12,183
Inventory (39,253)
Prepaid expenses and other assets (51,880)
Accounts payable (38,361)
Accrued liabilities 47,181
Deferred revenue (79,112)
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Net cash generated (used) in operating
activities (149,242)
Cash flows from financing activities:
Borrowings under notes payable 461,200
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Net increase in cash and cash equivalents 277
Cash and cash equivalents at beginning of period 29,278
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Cash and cash equivalents at end of period $ 29,555
==================
The accompanying notes are an integral part of these statements.
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Notes to the Financial Statements
(1) Basis of Presentation
In the opinion of the management, the accompanying financial statements contain
all adjustments necessary (consisting of only normal recurring accruals) to
present fairly the financial position at September 30, 2001, the results of its
operations for the nine months ended September 30, 2001 and the cash flow for
the period ended September 30, 2001. Certain information and footnote
disclosures normally included in financial statements that would have been
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission, although management of the Company believes that the
disclosures in these financial statements are adequate to make the information
presented therein not misleading. It is suggested that these condensed financial
statements and notes thereto be read in conjunction with the financial
statements and the notes thereto included in the Company's December 31, 2000 and
1999 audited financial statements which are also contained in this filing.
The results of operations for the nine months ended September 30, 2001 are not
necessarily indicative of the results of operations to be expected for the
calendar year ending December 31, 2001.
(2) Interim Period Cost of Goods Sold
Interim period cost of goods sold is calculated using the perpetual inventory
record. The Company reports any significant adjustments that result from
reconciling the perpetual inventory record to periodic and annual physical
inventory observations.
(3) Going Concern
The accompanying financial statements have bee prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as going concern. However, the Company sustained losses during 2000 of
$501,893 and $391,069 for the first 9 months of fiscal 2001. In addition the
Company had working capital deficits of $1,360,500 as of December 31, 2000 and
$1,672,135 as of September 31, 2001. These factors raise substantial doubt about
the Company's ability to continue as a going concern. The financial statements
do not include any adjustments relating to the recoverability and classification
of recorded asset amounts, or amounts and classification of liabilities that
might be necessary should the Company be unable to continue in existence. The
Company's continuation as a going concern is dependent upon its ability to
obtain the additional financing necessary to complete development of new
products and achieve the level of sales that will enable it to sustain its
operations.
The Company is seeking to enter into a strategic acquisition with a publicly
held company and anticipates more financing from equity sources to fund its
operations. No assurance can be given that the Company will be successful in
these efforts
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(4) Subsequent Event
The Company reached an agreement with Pen InterConnect, Inc. (trading symbol,
PENC), a publicly traded corporation on the NASDAQ Over the Counter Bulletin
Board ("OTCBB"). Under the agreement, which is effective October 1, 2001, the
Company will exchange all of its shares for sixty-seven percent (67%) of PENC"S
outstanding common shares.
The number of shares the Company receives will be adjusted if the average
closing price of the PENC common stock, in the aggregate, for the 60 days after
the close of the transaction, falls below $10,000,000. The agreement calls for
certain of the Company's debt holders to convert their outstanding notes to a
new class of preferred stock within 120 days after the close of the transaction.
As part of the transaction, the Company borrowed $461,000 from Pen Interconnect
through September 30, 2001.
Effective October 1, 2001 PENC and The Automatic Answer, Inc. merged and PENC
name was changed to the Amanda Company, Inc. The new trading symbol for the
merged companies is AMND.
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