================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): January 1, 1998
PROSOFT I-NET SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-21535 87-0448639
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
2333 N. Broadway
Santa Ana, California 92706
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (714) 953-1200
================================================================================
Item 2. Acquisition or Disposition of Assets
------------------------------------
On January 1, 1998, Prosoft I-Net Solutions, Inc. (the "Company")
acquired 100% of the outstanding stock of Net Guru Technologies, Inc., a
privately held Internet technology training and certification provider ("Net
Guru") from Uday O. Pabrai pursuant to a stock purchase agreement. Net Guru,
founded in 1992, is the market leader in Internet skills certification. Net
Guru's Webmaster Certification guide is published by McGraw-Hill, and its
certification is the only one administered by testing leader Sylvan Learning
Systems. Additionally, its Web certification program is endorsed by the
Institute for Certification of Computing Professionals (ICCP) and the National
Association of Webmasters (NAW). This certification program is also available in
Europe through the Internet Certification Institute International (ICII). Net
Guru also provides training and consulting from its Chicago-based facility for
clients such as IBM, Microsoft, Kemper National Insurance, First Chicago and the
Department of Defense, among others.
The stock purchase agreement provides for a purchase price of
$2,700,000 to be paid to Mr. Pabrai for his 100% ownership of Net Guru. The
purchase price is to be paid $1,000,000 in cash from the Company's existing
working capital account, and $1,700,000 in the form of 152,809 shares of Common
Stock of the Company. Mr. Pabrai will become the Chief Technology Officer of the
Company.
Item 5. Other Events
------------
See press release dated January 9, 1998, attached as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
(a) Financial Statements of Business Acquired
The Company has determined that it is impracticable to file the
financial statements as prescribed by Rule 3-05 of Regulation S-X. Such
statements will be filed by amendment as soon as practicable, but in any event
not later than March 17, 1998.
(b) Pro Forma Financial Information
The Company has determined that it is impracticable to file pro forma
financial information for the Company prescribed by Article 11 of Regulation
S-X. Such information will be filed by amendment as soon as practicable, but in
any event not later than March 17, 1998.
(c) Exhibits
2.1 Stock Purchase Agreement dated as of January 1, 1998 by and
between Prosoft I-Net Solutions, Inc. and Uday O. Pabrai with
respect to all outstanding capital stock of Net Guru
Technologies, Inc.
10.1 Employment Agreement dated January 1, 1998 between Prosoft I-Net
Solutions, Inc. and Uday O. Pabrai.
99.1 Prosoft I-Net Solutions, Inc. press release dated January 9,
1998.
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.
PROSOFT I-NET SOLUTIONS, INC.
Date: January 16, 1998 By: /s/ Brooks A. Corbin
-----------------------------------
Brooks A. Corbin
Chief Financial Officer
3