UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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) October 2, 2001
AUTO DATA NETWORK, INC.,
(Exact name of registrant as specified in its charter)
Delaware 133944580
- ---------------------- ------------------
State of Incorporation IRS Employer ID No.
The Forsythe Centre, Lamberts Road
Tunbridge Wells, Kent, UK
- -------------------------------------- --------
Address of principal Executive Offices Zip Code
Registrant's Telephone Number 011 44 1892 511 566
Item 1. Change in Control of Registrant
On October 2, 2001, the Company acquired 9,500 shares of
common stock, $1.00 par value, of EUROPORTAL INC T/A AUTO DATA
GROUP, (hereinafter "Auto Data Group") a company incorporated
under the laws of the State of Delaware.
The acquisition was consummated by the execution of an
Acquisition Agreement dated October 2, 2001. The shares
acquired by the Company represented all of Auto Data Group's then
currently issued and outstanding common stock in a tax free
stock-for-stock acquisition. The aggregate purchase price paid
by the Company for the Auto Data Group common shares was
9,500,000 newly issued shares of post-reverse split shares of
voting common stock of the Company, $0.001 par value. These
shares were be issued to the sellers of the Auto Data Group
shares subsequent to a 1 for 25 reverse split of the voting
common stock by the Company of its voting common stock.
As a result of the foregoing transaction, there was a change in
control of the company to the shareholders of Auto Data Group.
The shareholders of Auto Data Group now hold approximately 95.0%
of the outstanding shares of common stock of the company.
Item 2. Acquisition or Disposition of Assets
On October 2, 2001, the Company entered into an Acquisition
Agreement with Europortal Inc T/A Auto Data Network, a company
incorporated under the laws of the State of Delaware,
(hereinafter "Auto Data Network") to acquire all of the
outstanding shares of common stock of Auto Data Network.
The acquisition was consummated by the execution of an
Acquisition Agreement dated October 2, 2001. The shares acquired
by the Company represented one hundred (100%) percent of all of
Auto Data Network's then currently issued and outstanding common
stock. The aggregate purchase price paid by the Company for the
Auto Data Network common shares was 9,500,000 post reverse split
shares of the company.
These shares will be issued to the sellers of the Auto Data
Network shares subsequent to a 25 to 1 reverse split of the
voting common stock by the Company of its voting common stock
which became effective on 15th October 2001. The transaction has
been ratified and approved by a majority of the shareholders of
Amac Inc and Auto Data Network.
There was no material relationship between the Company and Auto
Data Network prior to the acquisition by the company of the Auto
Data Network shares. Subsequent to the closing of the
transaction, control of the company shall pass to the
shareholders of Auto Data Network.
One 4th October 2001, the company changed its name to Auto Data
Network and the company shall thereafter proceed to adopt the
business plan of Auto Data Network as its own.
ADN is the information powered, transactional hub for the
automotive sector, and is the catalyst of an evolution in
transaction, process and relationship management.
Increased competition and globalisation are applying downward
pressure on margins within the automotive sector, posing
fundamental questions on how the industry can improve
profitability. ADN has identified an industry-wide need for the
sector to integrate information whilst consolidating its
operations and product channels and improving margins.
ADN provides a consistent, distributed information network for
sector-wide communication. Leveraging this network through multi-
channel, transactional services, process business operations and
improved profitability. As each transaction occurs data is added,
removed or modified from the network visibly and in real-time.
Information becomes intelligent, relevant providing users with
the tools to respond to changing market conditions.
ADN's objective is to, through its unique network, create the
most comprehensive on line database for the automotive sector.
ADN generates revenues through the provision of knowledge based
products and services to Manufacturer, Consumer and Retailer
channels. Simultaneously ADN collects data on vehicles, consumers
and vendors which can be merchandised for high return. ADN has
established an electronic marketplace at the heart of the retail
automotive industry in an environment of minimal competition.
In common with many other industry sectors the automotive
industry faces many inhibitors to conducting efficient business.
Incompatibility of systems and data structures makes transacting
business difficult and slow. As reliance on technology increases,
and more business is conducted using it, so these difficulties
are exacerbated.
ADN's information network acts as a "translator" enabling
different technologies and data to interact.
Item 5. Other Events and Regulation FD Disclosure.
Control of the company has now passed to the shareholders of
Auto Data Group. The company shall now adopt the business plan
of Auto Data Group and proceed with the business operations of
that company. Additionally, subsequent to the closing of the
Acquisition Agreement between the Company and Auto Data Group,
the Company on October 4, 2001 changed its name to Auto Data
Network Inc.
Item 7. Financial Statements and Exhibits
* Financial Statements of Auto Data Network are attached to
this filing and appear below;
* A copy of the Acquisition Agreement between the Company and
Auto Data Group, is attached hereto as an exhibit.
<page>
FRANK E. HANSON CPA
3601 N. Fairfax Drive - #240
Arlington, Virginia 22201
Telephone 703.312.8648
TO THE BOARD OF DIRECTORS of AUTO DATA NETWORK, INC.
We have reviewed the accompanying consolidated balance sheet of
Auto Data Network., Inc. as of October 2, 2001, and
the related consolidated Income Statement and Cash Flow for the
period then ended. These financial statements are the
responsibility of the Company's management. My responsibility is
to express an opinion on these financial statements based
on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. I
believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Auto Data Network, Inc., as of October 2, 2001, and the results
of its operations and cash flows for the period then ended in
conformity with generally accepted accounting principles.
Frank E. Hanson, CPA
Arlington, Virginia
February 27, 2002
AUTO DATA NETWORK, INC.
CONSOLIDATED BALANCE SHEET
FOR PERIOD ENDING OCTOBER 2, 2001
ASSETS
CURRENT ASSETS
Cash $7,162
Accounts payable 21,974
Prepaid Expenses 27,696
----------
Total Current Assets $56,832
FIXED ASSETS
Office Equipment (net of depreciation) 31,182
----------
31,182
OTHER ASSETS
Tangible Assets (See Footnote 3) 403,901
Accumulated Development and
Acquisition Cost 4,471,442
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Total Other Assets 4,875,343
-----------
Total Assets $4,963,357
===========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable (see footnote 4) 522,715
Accrued expenses 264,119
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Total Current Liabilities $ 786,834
STOCKHOLDER'S EQUITY
Common stock $0.001 par value
25,000,000 shares authorized
11,112,122 issued and outstanding
October 2, 2001 11,112
Additional Contributed Capital 5,120,868
Accumulated Deficit (1,123,306)
------------
Total Stockholder's Equity 4,176,523
Total Liabilities and Stockholder's Equity $4,963,357
============
</table>
The accompanying notes are an integral part of these financial
statements
<page>
AUTO DATA NETWORK, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR PERIOD ENDING OCTOBER 2, 2001
Total Revenue $ 0
-----------
Gross Profit(Loss) 0
-----------
Operating Expenses:
General and Administration $ 39,596
Disposal of Asset 648,960
-----------
Total Operating Expenses $ 688,556
-----------
Operating Loss $(688,566)
-----------
Interest Expense 0
-----------
Loss before Income taxes $(688,566)
-----------
Income tax expense 0
-----------
Net Loss $(688,566)
-----------
Basic and diluted loss per share $ (0.06)
===========
Shares used in computing basic and
diluted net loss per share 11,112,122
===========
The accompanying notes and accountant's report are an integral
part of these financial statements.
AUTO DATA NETWORK, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR PERIOD ENDING OCTOBER 2, 2001
Cash flows from Operating Activities
Net Income (Loss) $(688,556)
Adjustments to Reconcile Net Loss to
Net Cash Used in operating activities:
Depreciation and Amortization
Write off of Prototype Research and
Development Costs 651,850
Other non cash charges
Changes in Operating Assets and Liabilities:
Current Assets 8
Accounts Payable (13,866)
Accrued Expenses and other Liabilities (1,246)
Other Non Current Liabilities 48,364
----------
Net cash provided by/(used in)
investing activities (3,446)
----------
Cash Flows from Investing Activities
Assets acquired from subsidiary 7,154
----------
Net cash provided by(used in)
investing activities 7,154
----------
Cash Flows from Financing Activities
Net cash provided by(used in)financing
activities 0
----------
Net increase(decrease) in cash and cash
equivalent 3,708
Cash and cash equivalents at the beginning
of the period 3,455
----------
Cash and cash equivalents at the end of the
period 7,163
==========
</table>
The accompanying notes and accountant's report are an integral
part of these financial statements.
AUTO DATA NETWORK, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR PERIOD ENDING OCTOBER 2, 2001
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Description of Company: Auto Data Network, Inc., a Delaware
Corporation is the parent company arising from the merger
between the company and the following entities: Allcars.com
Limited, Redleaf Vehicle Leasing Limited, Your Motorized
World, Inc., All Groups Holding Limited, Automotive Data Network,
inc., and Europortal, Inc. Auto Data Network, Inc.'s
aim is to create a dedicated information network between the UK
automotive industry its consumers and trading partners.
NOTE 2. BASIS OF PRESENTATION
The financial statements are prepared on the accrual basis of
accounting. Accordingly, revenue is recognized when earned and
expenses when incurred.
NOTE 3. TANGIBLE ASSETS
Included in the amount shown on balance sheet is a stock
subscription in the amount of $375,000. After the date of this
report this subscription has been paid by the conversion of a
loan payable to equity position.
NOTE 4. ACCOUNTS PAYABLE
As of the date of this report there are no judgments or pending
litigation. However, management indicates that if the
funding exercise fails alternative funding will be required to
satisfy liabilities.
NOTE 5. USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles require management to
make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could
differ from these estimates. Significant estimates in the
financial statements includes the assumption that the company
will continue as a going concern.
NOTE 6. CONTINGENT LIABILITY
On January 4, 2001 the company signed a fund raising agreement
with Nelson, Mullins, Riley and Scarborough LLP. The
provisions are that if Nelson, Mullins, Riley and Scarborough
find equity, loans or other investments for the company, the
company will pay Nelson, Mullins, Riley and Scarborough 5% of all
investments or the value of the transactions. The
agreement terminated January 3, 2002 but the Company is liable
for the 5% if relevant activities occur subsequent to
termination. Management indicates that they are not aware of any
liability under this agreement.
NOTE 7. LIQUIDITY
The Company's future trading will depend upon successful
completion of its fund raising program.
<Page>
SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: February 28, 2002
Auto Data Network, Inc.
(Registrant)
/s/ Christopher Glover
President