UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
JUSTWEBIT.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 33-5902 22-2774460
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
930 South State Street, Suite 10
Orem, Utah 84097
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 434-7500
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its CURRENT REPORT on Form 8-K dated
November 15, 2001 as set forth in the pages attached hereto:
Audited financials statements as of September 30, 2001 for H.J. Ventures,
Inc.
Pro forma information as of September 30, 2001.
Signature
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.
Justwebit.com, Inc.
Date: February 19, 2002 /s/ Greg Johnson
------------------------------------
Greg Johnson, President and CEO
1
CONTENTS
Page
Audited Financial Statements as of September 30, 2001
for H.J. Ventures, Inc. 3
Pro Forma Information as of September 30, 2001 11
2
Smith
&
Company
A Professional Corporation of Certified Public Accountants
Board of Directors
H.J. Ventures, Inc.
Minneapolis, Minnesota
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheet of H.J. Ventures, Inc., (a
Minnesota corporation), as of September 30, 2001, and the related statements of
operations, changes in stockholders' equity, and cash flows for the period of
May 16, 2001 (date of inception) to September 30, 2001. 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 auditing standards generally accepted
in the United States of America. 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 H.J. Ventures, Inc. as of
September 30, 2001, and the results of its operations, changes in stockholders'
equity, and its cash flows for the period of May 16, 2001 (date of inception) to
September 30, 2001 in conformity with accounting principles generally accepted
in the United States of America.
/s/ Smith & Company
CERTIFIED PUBLIC ACCOUNTANTS
Salt Lake City, Utah
January 28, 2002
10 West 100 South, Suite 700 o Salt Lake City, Utah 84101-1554
Telephone: (801) 575-8297 o Facsimile: (801) 575-8306
E-mail: smithcocpa@earthlink.net
Members: American Institute of Certified Public Accountants o
Utah Association of Certified Public Accountants
3
H.J. VENTURES, INC.
BALANCE SHEET
September 30, 2001
ASSETS
CURRENT ASSETS
Cash $ 1,226
Accounts receivable 12,000
Inventory 539,230
-------------
TOTAL CURRENT ASSETS 552,456
PROPERTY AND EQUIPMENT (Note 2) 49,733
OTHER ASSETS
Software (Note 6) 608,333
-------------
$ 1,210,522
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 28,525
Notes payable (Note 5) 70,061
Payable - related parties (Note 4) 156,452
-------------
TOTAL CURRENT LIABILITIES 255,038
STOCKHOLDERS' EQUITY
Common stock, $.01 par value;
Authorized 1,000,000 shares;
Issued and outstanding 1,000,000 shares 10,000
Additional paid-in capital 1,005,189
Retained deficit (59,705)
-------------
TOTAL STOCKHOLDERS' EQUITY 955,484
-------------
$ 1,210,522
=============
See Notes to Financial Statements.
4
H.J. VENTURES, INC.
STATEMENT OF OPERATIONS
For the period of May 16, 2001 (date of inception) to
September 30, 2001
Sales $ 59,273
Cost of sales 21,482
-------------
GROSS PROFIT 37,791
General and administrative expenses 79,812
Depreciation and amortization 7,934
Interest and bank charges (net of interest income) 9,750
-------------
97,496
Net loss before income taxes (59,705)
Income tax expense (Note 1) 0
-------------
NET LOSS $ (59,705)
=============
BASIC AND DILUTED LOSS PER COMMON SHARE $ (.06)
=============
Weighted average number of common shares used to compute net
loss per weighted average share 1,000,000
=============
See Notes to Financial Statements.
5
H.J. VENTURES, INC.
STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY For the period of
May 16, 2001 (date of inception) to
September 30, 2001
Common Stock Additional
Par Value $.01 Paid-in Retained
Shares Amount Capital Deficit
------------- -------------- ------------- -------------
Issued May 20, 2001 for assets 970,000 $ 9,700 $ 975,033 $ 0
Issued May 20, 2001 for services 30,000 300 30,156
Net loss for period (59,705)
------------- -------------- ------------- -------------
Balances at September 30, 2001 1,000,000 $ 10,000 $ 1,005,189 $ (59,705)
============= ============== ============= =============
See Notes to Financial Statements.
6
H.J. VENTURES, INC.
STATEMENT OF CASH FLOWS
For the period of May 16, 2001 (date of inception) to
September 30, 2001
OPERATING ACTIVITIES
Net (loss) $ (59,705)
Adjustments to reconcile net loss to net cash required by operating
activities:
Depreciation and amortization 7,934
Stock issued for expenses 30,456
Changes in assets and liabilities:
Prepaid expenses
Accounts receivable (12,000)
Inventory (19,486)
Accounts payable and accrued liabilities 28,525
-------------
NET CASH REQUIRED BY OPERATING ACTIVITIES (24,276)
FINANCING ACTIVITIES
Loan proceeds 32,703
Payments (7,201)
-------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 25,502
-------------
INCREASE IN CASH AND CASH EQUIVALENTS 1,226
Cash and cash equivalents at beginning of period 0
-------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,226
=============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for:
Interest $ 1,403
Income taxes 0
NONCASH INVESTING AND FINANCING ACTIVITIES
On May 20, 2001, the Company issued 970,000 shares in exchange for the
following assets, and assumed the following liabilities:
Inventory $ 519,744
Equipment 56,000
Software 610,000
Payable to officer (149,400)
Note payable to bank (51,611)
-------------
$ 984,733
=============
See Notes to Financial Statements.
7
H.J. VENTURES, INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 2001
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity
H.J. Ventures, Inc. manufactures and sells kiosks for internet access
on a fee-for-use basis in truck stops and other high traffic areas. As
of September 30, 2001, the Company had 16 of its kiosks installed
under licensing agreements in various locations.
Accounting Methods
The Company recognizes income and expenses based on the accrual method
of accounting.
Revenue Recognition
Revenue is recognized when cash is collected for kiosks in operation.
In the case of equipment sales, revenue is recognized when delivery is
made.
Earnings (Loss) Per Share
Basic and diluted loss per share is computed by dividing net loss
available to common stockholders by the weighted average number of
shares outstanding during the periods presented.
Inventory
Inventory consists of items for resale and is valued at the lower of
cost (first-in, first-out basis) or market value. The September 30,
2001 inventory, including finished goods, and components was $539,230.
Cash and Cash Equivalents
For financial statement purposes, the Company considers all highly
liquid investments with an original maturity of three months or less
when purchased to be cash equivalents.
Income Taxes
The Company recorded the income tax effect of transactions in the same
year that the transactions enter into the determination of income
regardless of when the transactions are recognized for tax purposes.
Tax credits are recorded in the year realized.
The Company utilized the liability method of accounting for income
taxes as set forth in Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes" (SFAS 109). Under the liability
method, deferred taxes are determined based on the difference between
the financial statement and tax bases of assets and liabilities using
enacted tax rates in effect in the years in which the differences are
expected to reverse. An allowance against deferred tax assets is
recorded when it is more likely than not that such tax benefits will
not be realized.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets,
liabilities, revenues, and expenses during the reporting period.
Estimates also affect the disclosure of contingent assets and
liabilities at the date of the financial statements. Actual results
could differ from these estimates.
8
H.J. VENTURES, INC.
NOTES TO FINANCIAL STATEMENTS (continued)
September 30, 2001
NOTE 2: PROPERTY AND EQUIPMENT
Property and equipment as of September 30, 2001 are summarized as
follows:
Accumulated Net Book
Cost Depreciation Value
------------- -------------- ----------
Office equipment $ 8,000 $ 933 $ 7,067
Kiosks 48,000 5,334 42,666
------------- -------------- ----------
$ 56,000 $ 6,267 $ 49,733
============= ============== ==========
Depreciation expense is calculated under the straight-line method,
based on the estimated service lives of three to seven years.
Depreciation expense for the period ended September 30, 2001 amounted
to $6,267.
NOTE 3: CAPITALIZATION
In May 2001, the Company issued 970,000 shares of common stock to
acquire assets valued at $984,733, and 30,000 shares for services
provided by the incorporators, valued at $30,456.
NOTE 4: RELATED PARTY TRANSACTIONS
The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting between the
Company and their other business interests. The Company has not
formulated a policy for the resolution of such conflicts.
At September 30, 2001, the Company owed $156,452 to officers for loans
and payments made on behalf of the Company.
NOTE 5: NOTES PAYABLE
In August 2001, the Company borrowed $20,000 from an unrelated
individual. This note is due and payable on October 31, 2001, along
with fees and interest of $2,000. $5,300 was paid prior to September
30, 2001.
In September 2001, the Company borrowed $1,750 from an unrelated
individual. This note is due and payable January 14, 2002 with no
interest.
In May 2001, the Company assumed a bank note payable in the amount of
$51,611 secured by inventory. The note was in default, and
interest-only payments have been made through September 30, 2001.
NOTE 6: SOFTWARE
In May 2001, the Company acquired Windows-based software valued at
$10,000 to operate its internet access kiosks. This software is being
amortized over a period of 30 months. Amortization expense during the
period ending September 30, 2001 was $1,667.
9
H.J. VENTURES, INC.
NOTES TO FINANCIAL STATEMENTS (continued)
September 30, 2001
NOTE 6: SOFTWARE (continued)
In May 2001, the Company also acquired software valued at $600,000
which was custom made to operate internet access kiosks using the
Linux Operating System. The software has been tested and approved for
use in the Company's kiosks pending completion of a separate "back
office" interface program projected for implementation early in 2002.
The software will be amortized over a period of 60 months beginning
when it is installed in the Ccmpany's kiosks.
NOTE 7: SUBSEQUENT EVENTS
On November 15, 2001, the Company became the wholly-owned subsidiary
of Justwebit.com, Inc. (a publicly traded Nevada corporation) in a
stock-for-stock transaction.
10
JUSTWEBIT.COM, INC.
UNAUDITED PRO FORMA
CONSOLIDATED BALANCE SHEET
September 30, 2001
ASSETS
Current Assets:
Cash $ 19,464
Accounts Receivable 12,000
Inventory 539,230
Prepaid Expenses 222,000
---------------
Total Current Assets 792,694
Property, Plant & Equipment 67,910
Other Assets:
Domain Name Rights 50,000
Software Distribution Rights 250,000
Software 608,333
Deposits 402
---------------
908,735
TOTAL ASSETS $ 1,769,339
===============
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities:
Accountants Payable and Accrued Expenses $ 88,699
Note Payable 396,461
Payable - Related Parties 447,713
---------------
Total Current Liabilities 932,873
Long-Term Debt 0
---------------
Total Liabilities 932,873
Shareholders' Equity:
Common Stock, $.001 par value; authorized
100,000,000 shares; issued and outstanding
58,626,394 50,626
Additional Paid-in Capital 7,645,660
Retained Earnings (Deficit) (6,859,820)
---------------
Total Shareholders' Equity 836,466
---------------
TOTAL LIABILITIES & EQUITY $ 1,769,339
===============
See Accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements.
11
JUSTWEBIT.COM, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 2001
Revenue $ 178,167
Cost of Sales 46,146
---------------
Gross Profit 132,021
Forgiveness of Debt Income 21,097
Loss on Disposition (28,579)
General & Administrative Expenses (230,902)
Outside & Professional Services (168,679)
Depreciation & Amortization (11,831)
Salaries & Benefits (121,555)
Interest Expense (64,360)
State Taxes (200)
---------------
NET INCOME (LOSS) $ (472,988)
===============
Basic Net Loss Per Share $ (0.012)
===============
Weighted Average Common Shares Outstanding 38,745,597
===============
See Accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements.
12
JUSTWEBIT.COM, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF CASH FLOWS
Nine Months Ended September 30, 2001
OPERATING ACTIVITIES
Net Income (Loss) $ (472,988)
Adjustments:
Depreciation & Amortization 11,831
Changes in current accounts (248,740)
Expenses Paid with Common Stock 557,556
---------------
NET CASH REQUIRED BY
OPERATING ACTIVITIES (152,341)
FINANCING ACTIVITIES
Loans 129,427
Sale of Common Stock 49,300
Repayment of Loans (14,343)
---------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 164,384
---------------
Increase (Decrease) in Cash & Cash Equivalents 12,043
Cash & Cash Equivalents at Beginning of Period 7,421
---------------
Cash & Cash Equivalents at End of Period $ 19,464
===============
See Accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements.
13
JUSTWEBIT.COM, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL STATEMENTS
September 30, 2001
The preceding pro forma consolidated balance sheet has been derived from the
balance sheets of the Company and H.J. Ventures, Inc. ("H.J.") at September 30,
2001. The balance sheet assumes that the Company acquired 100% of the
outstanding stock of H.J. on May 16, 2001 (date of inception).
The preceding pro forma consolidated statement of operations has been derived
from the statements of operations of the Company and H.J. as of September 30,
2001 and assumes the companies were consolidated as of the beginning of each
period presented.
14