SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 4, 2000
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PRE-CELL SOLUTIONS, INC.
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(Exact Name of Registrant as Specified in Charter)
Colorado 0-14978 84-0751916
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
385 East Drive, Melbourne, Florida 32904
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (321) 308-2900
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Item 2. Acquisition or Disposition of Assets
By an earlier filing on Form 8-K, filed on April 19, 2000, Pre-Cell
Solutions, Inc. ( the "Company") reported that it had executed Merger And
Reorganization Agreements with, Among others, Pre-Paid Solutions, Inc., a
Florida corporation ("Pre-Paid") and US Intellicom, Inc., a Georgia corporation
("USI"). The result of these transactions was that the shareholders of Pre-Paid
and USI received shares of common stock of the Company and Pre-Paid and USI
became wholly owned subsidiaries of the Company (the "Mergers").
As provided in this Form 8-K/A, audited and interim unaudited financial
information concerning Pre-Pain and USI, and pro forma combined financial
information concerning the Company after these transactions must be filed with
the Commission within 75 days after April 4, 2000 the date on which the Mergers
were consumated. This Form is filed to fulfill that requirement
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of businesses acquired.
Attached as Exhibit 99.1 are the audited financial statements of
Pre-Paid Solutions, Inc. and Subsidiary for the year ended June 30, 1999 and the
period August 7, 1997 (date of inception) through June 30, 1998.
Attached as Exhibit 99.2 are the audited balance sheets of US
Intellicom, Inc. as of December 31, 1999, and 1998, and the related statements
of operations, stockholders' deficit, and cash flows for each of the years ended
December 31, 1999 and 1998 and from the date of inception (March 1, 1997) to
December 31, 1997.
Attached as Exhibit 99.3 are the unaudited interim financial statements
for Pre-Paid Solutions, Inc. and Subsidiary, for the periods ended March 31,
2000 and June 30, 1999.
Attached as Exhibit 99.4 are the unaudited interim financial statements
for US Intellicom, Inc. for the periods ended March 31, 2000 and December 31,
1999.
(b) Pro forma financial information
Attached as Exhibit 99.5 are pro forma financial statements combining
financial information for Pre-Paid at March 31, 2000, USI at March 31, 2000 and
financial information for the Company at January 31, 2000.
(c) Exhibits.
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Exhibit No. Description
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23.1 Consent of Vestal & Wiler, P.A.
23.2 Consent of Habif, Arogeti & Wynne, LLP
99.1 Audited Financial Statements for Pre-Paid Solutions,
Inc. and Subsidiary for the year ended June 30, 1999
and the period August 7, 1997 (date of inception)
through June 30, 1998.
99.2 Audited Financial Statements for US Intellicom, Inc.
for the years ended December 31, 1999, and 1998, and
the period March 1, 1997 (date of inception) through
December 31, 1999.
99.3 Unaudited Interim Financial Statements for Pre-Paid
Solutions, Inc. and Subsidiary, for the periods ended
March 31, 2000 and June 30, 1999.
99.4 Unaudited Interim Financial Statements for US
Intellicom, Inc. for the periods ended March 31, 2000
and December 31, 1999.
99.5 Pro Forma Combined Financial Information for Pre-Cell
Solutions, Inc. (as of January 31, 2000), Pre-Paid
Solutions, Inc. (as of March 31, 2000) and US
Intellicom, Inc. (as of March 31, 2000)
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 hereunto duly authorized.
Date: June 19, 2000 PRE-CELL SOLUTIONS, INC.
By: /s/ Harry Christenson
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Harry Christenson,
Chief Financial Officer