As filed with the Securities and Exchange Commission on April 12, 2000.
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: June 1, 1999
(Date of earliest event reported)
LMKI, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-26578 33-0662114
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
3355 Michelson Drive, Suite 300, Irvine, California 92612
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 794-3000
Not applicable
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
LMKI, Inc. ("Company") is filing this Current Report on Form 8-K in
response to comments received from the Commission on the Company's Registration
Statement on Form SB-2 (the Registration Statement"), which was originally filed
on December 17, 1999. Effective as of June 1, 1999, the Company acquired
MobileNetics Corporation, a California corporation "MobileNetics"), in exchange
for 10,000,000 shares of the Company's common stock valued at $0.265 per share,
which represented 50% of the closing bid price of the Company's common stock on
the date of issuance (the "Common Stock"). The terms of the acquisition were
arrived at and agreed on through arms' length negotiations between the parties.
The acquisition was reflected previously in the notes to the Company's financial
statements for the fiscal year ended August 31, 1999.
In connection with its review of the Registration Statement, the
Company determined that the acquisition was significant under Rule 3-05 of
Regulation S-X promulgated under the Securities Act of 1933, as amended.
Accordingly, the MobileNetics financial statements for the 1998 and 1997 fiscal
years are attached as Exhibit 99.1 to this Current Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The balance sheet, statement of operations, statement of changes in
stockholders' equity and statement of cash flows of MobileNetics for the five
months ended May 31, 1999 (unaudited) and years ended December 31, 1998 and
1997, are attached as Exhibit 99.1.
(b) Pro Forma Financial Information.
The Company is preparing the required pro forma financial statements
and intends to file such financial statements as soon as practicable.
(c) Exhibits.
23.1 Consent of Lesley, Thomas, Schwarz & Postma, Inc., certified public
accountants.
99.1 The balance sheet, statement of operations, statement of changes in
stockholders' equity and statement of cash flows of MobileNetics for
the five months ended May 31, 1999 (unaudited) and the years ended
December 31, 1998 and 1997 (including the notes relating thereto and
the report of independent auditor thereon).
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, thereunto duly authorized, in the City of Irvine, State of
California, on April 11, 2000.
LMKI, INC.
/S/ JOHN W. DIEHL, JR.
By -------------------------------------
John W. Diehl, Jr.
Chief Financial Officer
INDEX TO EXHIBITS
The following exhibits are filed with the Current Report on Form 8-K.
Exhibit No. Description
23.1 Consent of Lesley, Thomas, Schwarz & Postma, Inc., certified public
accountants.
99.1 The balance sheet, statement of operations, statement of changes in
stockholders' equity and statement of cash flows of MobileNetics for
the five months ended May 31, 1999 (unaudited) and the years ended
December 31, 1998 and 1997 (including the notes relating thereto and
the report of independent auditor thereon).