U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended February 28, 1999
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________________ to _____________________
Commission File No. 0-25773
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INFORMATION-HIGHWAY.COM, INC
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(Exact name of small business issuer as specified in its charter)
Florida 65-0154103
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
185-10751 Shellbridge Way, Richmond, BC Canada V6X 2W8
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(Address of principal executive offices)
(604) 278-5996
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(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
YES X NO
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State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: As of August 23, 1999 - 6,868,901
shares of common stock, $.0001 par value were outstanding. A further 179,500
common shares, not yet issued, are allotted pursuant to a share exchange
agreement. Total shares outstanding and allotted as of August 23, 1999 are
7,048,401.
PART II Other Information
Item 2. Changes in Securities
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(c) Recent Sales of Unregistered Securities
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Set forth below is information regarding the issuance and sales of securities of
the Company without registration during the quarter ended February 28, 1999. No
such sales involved the use of an underwriter and no commissions were paid in
connection with the sale of any securities.
(i) On February 23, 1999 the Company issued a total of 499,000 shares of
common stock to certain shareholders of PrivCo in exchange for 499,000
shares of IHI. The issuance of the common stock was exempt from
registration under Rule 504 of Regulation D under Section 3(b) of the
Securities Act of 1933, as amended. The Company's shares were valued at
$0.75 per share, the price per Unit that IHI had obtained in its most
recent offering of securities, in which IHI offered Units consisting of
one share of unrestricted common stock and one warrant for $0.75 per Unit.
If the exemption under Rule 504 of Regulation D is not available, the
Company believes that this offering was also exempt under Regulation S and
Section 4(2) under the Securities Act of 1933, as amended, due to the
foreign nationality of the relevant shareholders of IHI, their prior
contacts with IHI and its management, and the limited number of investors
(four).
(ii) On February 23, 1999, the Company issued a total of 2,736,000 shares of
common stock to certain shareholders in exchange for 2,736,000 shares of
IHI common stock. The issuance of the shares was exempt from registration
under Rule 506 of Regulation D, Regulation S and Section 4(2) of the
Securities Act of 1933, as amended, due to the foreign nationality of the
relevant shareholders of IHI, their prior contacts with IHI and its
management, and the limited number of investors (six).
(iii) On February 23, 1999 the Company began an offer to certain shareholders of
IHI to exchange 834,000 shares of their unrestricted IHI common stock for
834,000 shares of the Company's common stock exempt from registration
under Rule 504 of Regulation D under Section 3(b) of the Securities Act of
1933, as amended. Upon discovery that three investors who had made
deposits in the IHI offering set forth in item (a) below had not been
issued their IHI shares, this offering was expanded to 854,000 shares to
include the 20,000 shares purchased by those investors. Of the 20,000
shares identified, 15,000 were issued in the fiscal year ended May 31,
1999, and 5,000 were issued after May 31, 1999. The Company's shares were
valued at $0.75 per share, the price per Unit that IHI had obtained in its
most recent offering of securities, in which IHI offered Units consisting
of one share of unrestricted common stock and one warrant for $0.75 per
Unit. As of August 31, 1999, all but 37,000 shares had been exchanged. The
offerees consisted of the IHI shareholders who purchased units in IHI as
described in item (a), below, and two affiliates who had acquired IHI
shares in the Yes IC acquisition (February 1997). If the exemption under
Rule 504 of Regulation D is not available, the Company believes that
221,000 shares (which includes the shares of the two affiliates) from this
offering will also be exempt under Regulation S due to the foreign
nationality of the shareholders.
(iv) On February 23, 1999, the Company began an offer to certain shareholders
of IHI to exchange 1,570,650 shares of their restricted IHI common stock
for 1,570,650 shares of the Company's common stock exempt from
registration under Rule 506 of Regulation D, Regulation S and Section 4(2)
of the Securities Act of 1933, as amended. The Company furnished to
purchasers in a timely manner an Exchange Offering Memorandum and
financial information, limited the manner of the offering, promptly filed
notices of sales, and limited the number of domestic non-accredited
investors to 2. If the exemptions under Rule 506 and Section 4(2) are not
available, the Company believes that 1,151,000 shares from this offering
will also be exempt under Regulation S due to the foreign nationality of
the shareholders.
(v) In February 1999, the Company issued 5,000 shares to David Williamson
Associates Ltd. for marketing and investor relations services in the UK.
The offer and sale of the shares were exempt from registration under
Section 4(2) of the Securities Act of 1933. If the foregoing exemption is
not available, this sale was exempt under Regulation S under the
Securities Act of 1933 due to the purchaser's foreign nationality.
In addition, set forth below is information regarding the issuance and sales of
securities of Information Highway, Inc. without registration during the quarter
ended February 28, 1999. No such sales involved the use of an underwriter and no
commissions were paid in connection with the sale of any securities.
(1) In January 1999, IHI concluded an offering of units pursuant to an
Offering Memorandum. Each unit consisted of one common share and one
warrant to acquire an additional share at $1.00 per share by December 30,
1999. Due to a mixup in connection with changing its bank, the Company
inadvertently overlooked deposits of $15,000 received during the offering
for an additional 20,000 units. Including these units that should have
been issued at the closing of the offering, a total of 754,000 units were
issued at $0.75 per unit for total proceeds of $565,500. The offer and
sale of the units were exempt from registration under Rule 504 of
Regulation D under Section 3(b) of the Securities Act of 1933. If the
exemption under Rule 504 of Regulation D is not available, $90,750 of
these sales were exempt under Regulation S under the Securities Act of
1933 due to the foreign nationality of the purchasers.
Item 4. Submission of Matters to a Vote of Security Holders
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On February 18, 1999, shareholders of the Company owning 1,950,000 of the
1,979,500 Company shares then outstanding took the following actions by written
consent:
(a) The shareholders approved and authorized the Agreement and Plan
of Reorganization (the "Reorganization Agreement") (filed as an exhibit to the
Company's Form 10-SB filed with the Securities and Exchange Commission on April
14, 1999) dated February 17, 1999, by, between and among the Company, IHI and
certain shareholders of IHI, and the transactions contemplated thereby;
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(b) The shareholders approved an amendment to the Company's Articles
of Incorporation changing its name to Information-Highway.com, Inc.;
(c) The shareholders elected John G. Robertson, Jennifer Lorette and
James L. Vandeberg directors of the Company, effective upon the closing of the
Reorganization Agreement.
Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits.
Exhibit No. Description Page No.
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2.1* Agreement and Plan of Reorganization
between the Company and Information
Highway, Inc.
4.1* Specimen Share Certificate for Common
Stock
4.2* Form of Warrants
4.3* Stock Option Plan
4.4* Form of Stock Option Agreement
10.1** VPOP Service Agreement between MetroNet
Communications and YesIC Communications
27.1*** Financial Data Schedule
* Incorporated by reference from the Company's registration statement on
Form 10-SB filed with the Securities and Exchange Commission on April 14, 1999.
** Incorporated by reference from the Company's annual report on Form 10-KSB
filed with the Securities and Exchange Commission on October 6, 1999.
*** Previously filed.
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Signatures
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: October 29, 1999 INFORMATION-HIGHWAY.COM, INC
By: /s/ John G. Robertson
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John G. Robertson, President (Principal
Executive Officer)
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EXHIBIT INDEX
Exhibit No. Description Page No.
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2.1* Agreement and Plan of Reorganization
between the Company and
Information Highway, Inc.
4.1* Specimen Share Certificate for
Common Stock
4.2* Form of Warrants
4.3* Stock Option Plan
4.4* Form of Stock Option Agreement
10.1** VPOP Service Agreement between MetroNet
Communications and YesIC Communications
27.1*** Financial Data Schedule
* Incorporated by reference from the Company's registration statement on
Form 10-SB filed with the Securities and Exchange Commission on April 14, 1999.
** Incorporated by reference from the Company's annual report on Form 10-KSB
filed with the Securities and Exchange Commission on October 6, 1999.
*** Previously filed.