SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2000
Commission file number 000-25499
Flexxtech Corporation
-----------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 88-0390360
- -------------------------------- ------------------------------------
State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization
5777 W. Century Boulevard,
suite 767, Los Angeles, CA 84790
- --------------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
(310) 342-0794
------------------------------------------------
(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file
such reports) Yes [ ] No [X], and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
As of June 30, 2000, the issuer had outstanding 3,928,981 shares of its
Common Stock, $0.001 par value.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
FLEXXTECH CORPORATION
FINANCIAL STATEMENTS
JUNE 30, 2000
(Unaudited)
FLEXXTECH CORPORATION
FORMERLY INFINITE TECHNOLOGY CORPORATION AND
COLOR STRATEGIES
BALANCE SHEET
JUNE 30, 2000
(UNAUDITED)
ASSETS
Current Asset:
Cash and cash equivalent $ 166,411
Accounts receivable 78,105
Inventory 75,740
Investments in stocks available for sale 1,151,000
Deposits & other current assets 7,550
---------------
Total Current Asset 1,478,806
---------------
Property & equipment 135,114
Goodwill on acquisition 531,243
---------------
TOTAL ASSETS $ 2,145,163
===============
LIABILITIES STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable $ 102,689
Accrued expenses 19,841
Customers' Deposit 7,374
Loans payable - Current 16,788
Deferred Income tax 10,559
---------------
Total Current Liabilities 157,251
Long-term Liabilities:
Long-term Loans 125,162
STOCKHOLDERS' EQUITY
Common stock, authorized 100,000,000 shares at $.001 par
value, issued and outstanding 3,928,981 shares 6,432
Additional Paid in Capital 2,088,434
Accumulated deficit (78,116)
Accumulated other comprehensive loss:
Unrealized loss on securities available for sale (154,000)
---------------
Total Stockholders' Equity 1,862,750
---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,145,163
===============
The accompanying notes are an integral part of these financial statements.
FLEXXTECH CORPORATION
FORMERLY INFINITE TECHNOLOGY CORPORATION AND
COLOR STRATEGIES
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED June 30, 2000 & 1999
(UNAUDITED)
Three months ended Six months ended
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
------------- ------------- ------------- -------------
Sales $ 108,496 $ 1,757 $ 108,496 $ 1,757
Cost of sales 71,448 - 71,448 -
------------- ------------ ------------- -------------
Gross profit 37,048 1,757 37,048 1,757
General and Administrative expenses (87,166) 5,733 (87,166) 8,341
------------- ------------ ------------- -------------
Net Loss before income tax $ (50,118) (3,976) (50,118) (6,584)
Provision of Income taxes 800 - 800 -
------------- ------------ ------------- -------------
Net Loss $ (50,918) $ (3,976) $ (50,918) $ (6,584)
============= ============ ============= =============
Other comprehensive loss:
Unrealized loss on investments available for sale (154,000) - (154,000) -
------------- ------------ ------------- -------------
Comprehensive Loss (204,918) (3,976) (204,918) (6,584)
============= ============ ============= =============
Basic and diluted loss per share $ (0.023) $ (0.001) $ (0.026) $ (0.002)
============= ============ ============= =============
Basic and diluted weighted average shares outstanding * 2,180,629 3,507,240 1,980,915 3,507,240
============= ============ ============= =============
* The basic and diluted net loss per share has been restated to retroactively
effect a forward stock split in the ratio of one share for 13.09322865
shares on December 22, 1999, a 2:1 forward split on April 14, 2000 and a 1:3
reverse split on April 29, 2000
The accompanying notes are an integral part of these financial statements
2
FLEXXTECH CORPORATION
FORMERLY INFINITE TECHNOLOGY CORPORATION AND
COLOR STRATEGIES
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED JUNE 30, 2000 & 1999
(UNAUDITED)
January 1, 2000 January 1, 1999
To June 30, 2000 To June 30, 1999
---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (50,918) $ (6,584)
Adjustments to reconcile net loss to cash used in
operating activities
Depreciation and amortization 2,060 53
(Increase) / decrease in current assets
Accounts receivable (78,105) -
Inventory (75,740) -
Deposits & other current assets (7,550) -
Accounts payable 102,689 (685)
Accrued expenses 9,580 -
Customers' deposit 7,374 -
Deferred income tax 10,559 -
---------------- ---------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (80,051) (7,216)
---------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Goodwill on acquisition - -
Acquisition of property & equipment (2,057) -
---------------- ---------------
NET CASH USED IN INVESTING ACTIVITIES (2,057) -
---------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Sales of common stock 103,700 -
Proceeds from loans 141,950 -
Offering costs - (11,824)
---------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 245,650 (11,824)
---------------- ---------------
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENT 163,542 (19,040)
CASH AND CASH EQUIVALENT -BEGINNING 2,869 46,184
---------------- ---------------
CASH AND CASH EQUIVALENT -ENDING $ 166,411 $ 27,144
================ ===============
Supplemental Information:
Cashflow statement does not include noncash transaction of acquisition of Mardock Promotional products, Inc
by issuing 600,000 shares at $1 each for assets & liabilities valued at $68,757 resulting in a goodwill of $531,243.
Cash paid for income taxes and interest - -
================ ===============
The accompanying notes are an integral part of these financial statements
3
FLEXXTECH CORPORATION
FORMERLY INFINITE TECHNOLOGY CORPORATION AND
COLOR STRATEGIES
NOTE TO UNAUDITED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(1) Summary of Significant Accounting Policies:
Organization and Basis of Presentation:
The Company was organized on March 24, 1998, under the laws of the State
of Nevada, as Color Strategies. On December 20, 1999, the Company
changed its name to Infinite Technology Corporation. The Company changed
its name to Flexxtech Corporation in April 2000.
Principles of Consolidation:
The accompanying financial statements include the accounts of Flexxtech
Corporation (the "Parent"), and its 100% owned subsidiaries, Flexxtech
Holdings, Inc. and Mardock Promotional Products, Inc, (an Oregon
corporation). All significant intercompany accounts and transactions
have been eliminated in consolidation.
Basis of Preparation:
The accompanying unaudited condensed interim financial statements have
been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission for the presentation of interim
financial information, but do not include all the information and
footnotes required by generally accepted accounting principles for
complete financial statements. The audited financial statements for the
two years ended December 31, 1999 was filed on November 29, 2000 with
the Securities and Exchange Commission and is hereby referenced. In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included. Prior to March 31, 2000 the Company was
in the development stage whereby all the activities were devoted to
obtaining financing for the acquisitions of businesses. Operating
results for the six-month period ended June 30, 2000 are not necessarily
indicative of the results that may be expected for the year ended
December 31, 2000.
Acquisition
Flexxtech Holdings, Inc. acquired Mardock Promotional Products, Inc.
on April 26, 2000. The acquisition was recorded under purchase method
of accounting. The acquisition was recorded under purchase method
ofthe as per follows:
Fair value of assets and liabilities
Total Current assets $ 171,374
Total Non-current assets 96,658
Current liabilities 144,388)
Non-current liabilities (54,887)
---------
Net worth of Mardock 68,757
Consideration:
600,000 shares of Flexxtech valued at $1 each 600,000
---------
Goodwill recorded $ 531,243
================= =========
4
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The discussion and financial statements contained herein are for the three
months and six months ended June 30, 2000 (and comparison of the three months
and six months ended June 30, 1999). The following discussion regarding our
financial statements should be read in conjunction with our financial statements
included herewith.
Overview
We, through our wholly-owned subsidiary, Flexxtech Holdings, Inc., are engaged
in the business of developing, operating, and investing in emerging growth
companies in technology and the Internet. Our objective is to build long-term
capital appreciation for our shareholders through the acquisition of emerging
technology companies. Our primary focus in technology and the Internet will
include the acquisition, investment, and internal development in the following
categories: E-commerce, Data Storage, Internet Service Providers, Internet
Portals, Internet Infrastructure, Wireless Technologies, Computer Software,
Computer Networking, Financial Services, Telecommunications Networks - equipment
and services, Semiconductor Equipment and Electronic Manufacturers and Services.
Current Operations
Our company is a holding company, which, through our wholly-owned subsidiary,
Flexxtech Holdings, Inc., holds a variety of investments in the technology
arena. Our holdings include: 100% ownership in Mardock, Inc., 100,000 shares of
common stock of Accesspoint Corporation (OTCBB: ASAP), 1,500,000 shares of
common stock of Infinite Networks, Inc. (OTC: INCZ), 100,000 shares of Ameri-
First Financial Group, Inc. (OTCBB: AMFR), 100,000 shares of Easyriders, Inc.
(AMEX: EZR), and 180,000 shares of OpiTV.com.
In April 2000 we changed the direction and business plan of our company to the
current model. Before April 2000 we had virtually no meaningful business
operations. New directors were approved and elected by the shareholders. The new
directors elected new officers to guide our company and its new business plan.
On April 26, 2000, our wholly owned subsidiary, Flexxtec Holdings, Inc.,
acquired 100% of Mardock, Inc., an Oregon Corporation, for 600,000 shares of our
common stock.
On May 10, 2000 our wholly owned subsidiary, Flexxtec Holdings, Inc., acquired
1,500,000 shares of the common stock of Infinite Networks, Inc. for 1,500,000
shares of our common stock.
On June 15, 2000, our wholly owned subsidiary, Flexxtec Holdings, Inc., acquired
100,000 shares of common stock of Accesspoint Corporation, 100,000 shares of
common stock of Ameri-First Financial Group, Inc., 100,000 shares of Easyriders,
Inc. and 180,000 shares of OpiTV.com in exchange for 1,500,000 shares of our
common stock.
On June 26, 2000 we commenced a private placement offering pursuant to
Regulation D, Rule 506, as amended and Regulation S, as amended. In June 2000
and pursuant to Regulation D we sold 13,600 shares of common stock for $25,000;
and sold 22,400 shares of common stock for $56,000. Pursuant to Regulation S we
sold 2,000 shares for $5,000. While there is no assurance we will be successful
in raising additional capital, we are actively seeking private equity financing
to assure that we will be capable of financing the continuation of our business.
Any additional capital raised above and beyond what we need as our monthly
expenditure would be used in increasing marketing and sales efforts and future
investments and acquisitions. Should we fail to raise additional funding, we
will be forced to curtail our growth, both through internal development and
through investments and acquisitions. As only a holding company to date, we do
not generate our own revenues; we rely on additional financing to pay our
operation expenses. We are currently developing a plan to provide a variety of
consulting services to emerging technology companies to include business and
marketing plan development, merchant and investment banking services and general
business consulting. We hope to attract clients for these new services
5
in the third quarter of this year, therefore not relying on additional financing
to support our role as a holding company.
Results of Operations
We have generated consolidated revenues of $108,496 for the period ended and
we anticipate an increase in generating revenues in the future. Currently, our
cash needs are limited to rent, salaries and wages, and cash raising expenses.
Our sole source of capital during the six months ended June 30, 2000, was
investment capital provided by shareholders and third parties. On June 15, 2000,
we executed a promissory note with a shareholder in the amount of $100,000 at
10% interest per annum, due September 15, 2000. We plan on growing our revenues
through the acquisition of various technology companies in various markets and
increasing our products and services in part through acquisition of existing
emerging technology and Internet-related businesses. We will continue to seek
capital for acquisitions and for the internal development of those companies
acquired. We will seek capital through private investors and anticipates
attracting institutional investors in the near future. In the event that we do
not attract such capital and are unable to generate revenues sufficient to
support our expenses, then we will be required to curtail our operations, sell
existing investments, and slow down our plan for expansion. We, however, feel
that, subject to economic and other factors beyond our control, we are generally
on good financial footing and do not foresee a slow down in our expansion plans
for sometime.
Three Months and Six Months Ended June 30, 2000 as Compared to Three Months and
Six Months Ended June 30, 1999
Revenues.
We had revenues of $108,496 and $108,496 for the three months and six months
ended June 30, 2000 and $1,757 and $1,757 for the three months and six months
ended June 30, 1999. The increase in revenues was the result of the acquisition
by Flexxtech Holdings, Inc. of Mardock, Inc. on April 26, 2000.
General, administrative, and selling expenses.
We incurred costs of $158,614 for the three months ended June 30, 2000 as
compared to $5,733 for the same three months ended June 30, 1999. The increase
of operating expenses is the result of the Mardock acquisition and its operating
expenses and an increase in rent, salaries, wages, and expenses related to
raising capital.
Net loss before income taxes.
We had a loss before taxes of $50,918 for the three months ended June 30, 2000
as compared to a loss of $3,976 for the three months ended June 30, 1999. For
the six months ended June 30, 2000, we had a loss before taxes of $50,118 as
compared to a loss before taxes of $$6,584 for the six months ended June 30,
1999.
Unrealized loss on investments.
We had an unrealized loss on investments available for sale of $154,000 for the
three and six months ended June 30, 2000. There is no loss for the same periods
in 1999. The unrealized loss is contributed to the fluctuating market value of
the securities our subsidiary, Flexxtech Holdings, Inc. owned at the closing of
the month. The securities owned are marked to market on the last day of the
trading month for the period ended.
Taxes on income.
Income taxes for the quarter ended June 30, 2000 and 1999 are $800 and $0.
Income taxes for the six months are the same.
Net loss.
We had a net loss of $50,918 for the quarter ended June 30, 2000 as compared to
a net loss of $3,976 for the quarter ended June 30, 1999. The net loss for the
six months ended June 30, 2000 was $50,918 as compared to a net loss of $6,584
for the
6
six months ended June 30, 1999. The net loss was mostly due to the Mardock
acquisition and the increase in general and administrative expenses.
Liquidity and Capital Resources
Our business plan was restructured in April 2000 to the now current plan. We
must continue to raise capital to fulfill our plan of acquiring, through our
subsidiary Flexxtech Holdings, Inc., emerging technology companies and assisting
in the development of those companies internally. A majority of our expenses are
related to raising capital. Future expenses will include legal and accounting
and other professional fee expenses. If we are unable to raise any additional
capital our operations will be curtailed and we may have to liquidate our
current investments for operating capital. As of June 30, 2000 we had total
Current Assets of $1,478,806 and Current Liabilities of $157,251. Cash and cash
equivalents were $166,411. Stockholders' Equity was $1,862,750. Our management
feels that, subject to economic and other factors beyond our control, we are
generally moving in the correct financial direction at this time and that no
outside forces, including inflation has had a significant impact on our
operations.
Subsidiaries
Flexxtech Holdings, Inc. is our wholly-owned subsidiary. On April 26, 2000,
Flexxtech Holdings acquired 100% of the outstanding common stock of Mardock,
Inc., an Oregon Corporation. We issued 600,000 shares of our common stock for
all of the shares of Mardock, Inc. Mardock, Inc., established in 1986, is a
designer, manufacturer, and distributor of apparel and promotional products to
the corporate community. Mardock, Inc. is in the process of developing an e-
commerce site for corporate promotional products. Greg Mardock, the President
and CEO of Mardock, Inc. is also a director and officer of our company.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable.
Item 2. Changes in Securities
On April 26, 2000 we issued 600,00 shares of our common stock to Mardock, Inc.,
for distribution to its shareholder, Greg Mardock. No underwriters were used
and we did not publicly offer our shares. In exchange for our shares, our
wholly-owned subsidiary, Flexxtech Holdings, Inc., received 100% of the
outstanding shares of Mardock, Inc. we did not pay any finder's fees, discounts
or commissions in connection with the above issuance. The issuance was exempt
pursuant to Section 4(2) of the Act, Regulation D promulgated there under, and
pursuant to Section 25102(f) of the California Corporations Code. We believe
that Mr. Mardock acquired the shares for his own account, through Mardock, Inc.,
with no then present intention of dividing his interest with others or of
reselling or otherwise disposing of all or any portion of the shares. The shares
were issued in a private transaction, which was not part of a distribution of
shares. We, or our officers or directors or our or their affiliates or
representatives, had a pre-existing personal or business relationship with Mr.
Mardock.
On May 10, 2000 we issued 1,500,000 shares of our common stock to Sierra Nevada
Advisors, Inc. in exchange for 1,500,000 shares of the common stock of Infinite
Networks, Inc. issued to our wholly-owned subsidiary, Flexxtech Holdings, Inc.
No underwriters were used and we did not publicly offer our shares. We did not
pay any finder's fees, discounts or commissions in connection with the above
issuance. The issuance was exempt pursuant to Section 4(2) of the Act,
Regulation D promulgated there under, and pursuant to Section 25102(f) of the
California Corporations Code. We believe that Sierra Nevada Advisors, Inc.
acquired the shares for its own account with no then present intention of
dividing its interest with others or of reselling or otherwise disposing of all
or any portion of the shares. The shares were issued in a private transaction,
which was not part of a distribution of shares. We, or our officers or directors
or our or their affiliates or representatives, had a pre-existing personal or
business relationship with Sierra Nevada Advisors, Inc.
7
On June 15, 2000, we issued 1,500,000 shares of our common stock to Riverdale
Development, S.A. in exchange for the issuance to our wholly-owned subsidiary,
Flexxtech Holdings, Inc., of 100,000 shares of common stock of Accesspoint
Corporation, 100,000 shares of common stock of Ameri-First Financial Group,
Inc., 100,000 shares of Easyriders, Inc. and 180,000 shares of OpiTV.com. No
underwriters were used and we did not publicly offer our shares. We did not pay
any finder's fees, discounts or commissions in connection with the above
issuance. The issuance was exempt pursuant to Section 4(2) of the Act,
Regulation D promulgated there under, and pursuant to Section 25102(f) of the
California Corporations Code. We believe that Riverdale Development, S.A.
acquired the shares for its own account with no then present intention of
dividing its interest with others or of reselling or otherwise disposing of all
or any portion of the shares. The shares were issued in a private transaction,
which was not part of a distribution of shares.
On June 26, 2000 we commenced a private placement offering pursuant to
Regulation D, Rule 506, as amended and Regulation S, as amended. In June 2000
and pursuant to Regulation D, we sold 13,600 shares of common stock for $25,000
to a single purchaser. In June 2000 we also sold 22,400 shares of common stock
for $56,000 to five additional purchasers. No underwriters were used and we did
not publicly offer the above shares. While we did not pay any finder's fees or
discounts, we did pay commissions in connection with the above issuance in the
total amount of $8,100 representing 10% of the amount of gross cash proceeds
received by us in connection with the above placement of shares.
As part of the private placement, we sold 2,000 shares for $5,000 to a single
purchaser in June 2000, pursuant to Regulation S. No underwriters were used and
we did not publicly offer the above shares. While we did no pay any finder's
fees or discounts, we did pay commissions in connection with the above issuance
in the total amount of $500 representing 10% of the amount of gross cash
proceeds received by us in connection with the above placement of shares.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
On April 12, 2000, Mr. Kulhanjian was elected as director of our corporation by
our shareholders. Also on April 12, 2000, Mr. Howard Frantom, Mr. Khanh Tran,
Mr. David Pimental and Mr. Greg Mardock were elected to serve as directors of
our corporation. The directors then elected Brian Kulhanjian to serve as
President, Secretary and Treasurer of our corporation. The foregoing action was
approved by the holders of more than a majority of our common stock pursuant to
a written consent. No meeting was held for the above written consent. The
written consent was obtained on April 12, 2000. As of the date of the above
actions we had outstanding 2,668,417 shares of common stock. 1,814,524 shares
of common stock voted in favor of the above actions. No proxies were solicited.
Accordingly, we did not provide our stockholders with an Information Statement,
pursuant to Schedule 14C or otherwise, concerning such actions.
On April 14, 2000 we accomplished a 2 to 1 forward stock split. Prior to the
split we had 2,668,417 shares of common stock outstanding. After the split we
had 5,336,834 shares of common stock outstanding. The foregoing action was
approved by the holders of more than a majority of our common stock pursuant to
a written consent. No meeting was held for the above written consent. The
written consent was obtained on April 14, 2000. As of the date of the above
action, immediately prior to the 2 to 1 forward split, we had outstanding
2,668,417 shares of common stock. 1,814,524 shares of common stock voted in
favor of the above action. No proxies were solicited. Accordingly, we did not
provide our stockholders with an Information Statement, pursuant to Schedule 14C
or otherwise, concerning such actions.
On April 29, 2000 we underwent a 1 to 3 reverse stock split. Prior to the split
we had 5,336,834 shares of common stock outstanding. After the split we had
1,778,981 shares of common stock outstanding. The foregoing action was approved
by the holders of more than a majority of our common stock pursuant to a written
consent. No
8
meeting was held for the above written consent. The written consent was obtained
on April 29, 2000. As of the date of the above action, immediately prior to the
1 to 3 reverse split, we had outstanding 5,336,834 shares of common stock.
3,629,048 shares of common stock voted in favor of the above action. No proxies
were solicited. Accordingly, we did not provide our stockholders with an
Information Statement, pursuant to Schedule 14C or otherwise, concerning such
actions.
On May 4, 2000, we changed our name from Infinite Technology Corporation to
Flexxtech Corporation. On the same date, May 4, 2000, the name of our wholly-
owned subsidiary was changed from Infinite Technology Holding Corporation to
Flexxtech Holdings, Inc. The foregoing action was approved by the holders of
more than a majority of our common stock pursuant to a written consent. No
meeting was held for the above written consent. The written consent was obtained
on May 4, 2000. As of the date of the above action we had outstanding 1,778,981
shares of common stock. 1,209,707 shares of common stock voted in favor of the
above action. No proxies were solicited. Accordingly, we did not provide our
stockholders with an Information Statement, pursuant to Schedule 14C or
otherwise, concerning such actions.
Under Nevada law, no meeting of the stockholders was required to approve the
above actions. Pursuant to Section 78.320 of the Nevada Revised Statutes, Unless
otherwise provided in the articles of incorporation or the bylaws, any action
required or permitted to be taken at a meeting of the stockholders may be taken
without a meeting if a written consent thereto is signed by stockholders holding
at least a majority of the voting power.
Item 5. Other Information.
On April 26, 2000, our wholly owned subsidiary, Flexxtec Holdings, Inc.,
acquired 100% of Mardock, Inc., an Oregon Corporation, for 600,000 shares of our
common stock.
On May 10, 2000, our wholly owned subsidiary, Flexxtec Holdings, Inc., acquired
1,500,000 shares of the common stock of Infinite Networks, Inc. for 1,500,000
shares of our common stock.
On June 15, 2000, our wholly owned subsidiary, Flexxtec Holdings, Inc., acquired
100,000 shares of common stock of Accesspoint Corporation, 100,000 shares of
common stock of Ameri-First Financial Group, Inc., 100,000 shares of Easyriders,
Inc. and 180,000 shares of OpiTV.com in exchange for 1,500,000 shares of our
common stock.
On June 15, 2000, we borrowed $100,000.00 from Haldane Limited pursuant to the
terms of a Promissory Note. The loan bears interest at ten percent (10%) per
annum, with the principal and interest all due on September 15, 2000. If not
paid on September 15, 2000, the Note bears interest at the annual rate of
eighteen percent (18%). The Note was not paid on September 15, 2000.
On June 26, 2000 we commenced a private placement offering pursuant to
Regulation D, Rule 506, as amended and Regulation S, as amended. In June 2000
and pursuant to Regulation D we sold 13,600 shares of common stock for $25,000;
and sold 22,400 shares of common stock for $56,000. Pursuant to Regulation S we
sold 2,000 shares for $5,000. While there is no assurance we will be successful
in raising additional capital, we are actively seeking private equity financing
to assure that we will be capable of financing the continuation of our business.
We are currently developing a plan to provide a variety of consulting services
to emerging technology companies to include business and marketing plan
development, merchant and investment banking services and general business
consulting. We hope to attract clients for these new services in the third
quarter of this year, therefore not relying on additional financing to support
our role as a holding company.
9
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits filed with this Report
Exhibit no. Description
----------- ------------
2.1* Plan of Reorganization - Mardock, Inc.
3.3* Certificate of Amendment of Articles of Incorporation
dated May 4, 2000 changing our name to Flexxtech
Corporation.
3.4* Certificate of Amendment of Articles of Incorporation
changing name to Flexxtech Holding Corporation.
10.1* Stock Purchase Agreement and Share Exchange - Sierra
Nevada Advisors, Inc.
10.2* Stock Purchase and Share Exchange Agreement - Riverdale
Development, S.A.
10.3** Promissory Note - Haldane Limited
27 Financial Data Schedule
(* Filed as an Exhibit to Form 8-K filed on November 29, 2000)
(** Filed as an Exhibit to Form 8-K filed on December 4, 2000)
(b) Reports on Form 8-K
On November 29, 2000, we filed a report on Form 8-K which included Pro Forma
Statements For The Year Ended December 31, 1999 (Unaudited) and reported, in
part, the following items which occurred during the period reported hereunder:
(i) April 26, 2000, Plan of Reorganization between our wholly-owned subsidiary,
Flexxtech Holdings, Inc., and Mardock, Inc.; (ii) May 10, 2000 agreement for the
purchase of 1,500,000 shares of common stock of Infinite Networks, Inc. by our
wholly-owned subsidiary, Flexxtech Holdings, Inc., from Sierra Nevada Advisors,
Inc., a Nevada Corporation; (iii) June 15, 2000, Stock Purchase and Share
Exchange Agreement between our wholly-owned subsidiary, Flexxtech Holdings,
Inc., and Riverdale Development, S.A.; (iv) resignation of our accountant, David
Coffey, C.P.A.; (v) change of our name to Infinite Technology Corporation on
December 23, 1999; (vi) change of or our name from Infinite Technology
Corporation to Flexxtech Corporation on May 4, 2000; (vii) change of the name of
our wholly-owner subsidiary from Infinite Technology Holding Corporation to
Flexxtech Holdings, Inc. on May 4, 2000.
On December 4, 2000, we filed a report on Form 8-K and reported, in part, the
following items which occurred during the period reported hereunder: (i) June
15, 2000, $100,000.00 loan from Haldane Limited pursuant to the terms of a
Promissory Note. We also reported Pro Forma Statements for the Period Ended
September 30, 2000 (Unaudited) to be filed by amendment, which amendment has not
been filed as of the date of filing of this report on Form 10-QSB.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FLEXXTECH CORPORATION
(Registrant)
Date: December 4, 2000 By: /s/ Greg Mardock
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Greg Mardock
President
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