UNITED STATES
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) November 9, 2000
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FUSION NETWORKS HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-23900 51-0393382
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification Number)
8115 N.W. 29th Street, Miami, Florida 33122
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(Address of principal executive offices)(Zip Code)
(305) 477-6701
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(Registrant's telephone number, including area code)
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(Former name and former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On November 9, 2000, Fusion Networks Holdings, Inc. ("FNHI" or the
"Company") completed the acquisition of Visualcom, Inc., a Florida corporation
("Visualcom"). Pursuant to a Plan of Share Exchange, the Company acquired all of
the outstanding shares of Visualcom in exchange for the issuance of 2 million
shares of FHNI common stock and 2.5 million warrants of FNHI. One million of the
shares of common stock and one million of the warrants issued pursuant to the
acquisition of Visualcom were issued in escrow. Release of the escrowed shares
and warrants is subject to satisfaction of certain "earn-out" criteria under
which Visualcom must generate new contracts with a value of not less than $2.4
million over a nine month period. As a result of the acquisition, Visualcom has
become a wholly-owned subsidiary of the Company.
Visualcom is an Internet consulting company specializing in strategic
consulting, I-Business solutions, Internet marketing and Internet wireless in
the Latin American market. A Florida corporation formed in 1995 and based in
Miami, Visualcom provides services to its clients seeking to expand their
operations in Latin America and internationally by using the Internet to broaden
their markets, increase customer service, open new markets and conduct business
more efficiently. The Company plans to integrate Visualcom into Fusion Networks'
Professional Services Division, providing implementation services for software
integration support for the Company's integrator partners and among the
Company's clients.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
It is impractical to provide the required financial statements of
Visualcom at the time this report is being filed. The required
financial statements of Visualcom will be filed by amendment to this
report within 60 days after the due date of this report.
(b) Pro Forma Financial Information
It is impractical to provide the required pro forma financial
information at the time this report is being filed. The required pro
forma financial information will be filed by amendment to this report
within 60 days after the due date of this report.
(c) Exhibits
Exhibit
Number Description
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2.1 Plan of Share Exchange
2.2 Escrow Agreement
10.1 Form of Warrant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
FUSION NETWORKS HOLDINGS, INC.
Dated: November 10, 2000
By: /s/ Gary M. Goldfarb
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Gary M. Goldfarb
President