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 17, 1999
InvestAmerica, Inc.
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(Exact name of Registrant as specified in charter)
Nevada 0-26073 87-0400797
---------------------------- ----------- -----------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification)
1330 Portside Way, Salt Lake City, Utah 84123
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 808-6096
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable
ITEM 2. ACQUISTION OR DISPOSITON OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS.
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
This Current Report on Form 8-K is being filed to reflect restated
audited Financials of InvestAmerica, Inc. for the three years ended
September 30, 1999, 1998, 1997. Said finacial statement in the
Registration Statement of InvestAmerica, Inc., on Form 10SB, which
was filed with the U.S. Securities and Exchange Commission on November
30, 1999.
INVESTAMERICA, INCORPORATED
(Formerly Progressive Polymerics International, Incorporated)
TABLE OF CONTENTS
Accountants Opinion Letter.....................................F-1
Financial Statements:
Consolidated Balance Sheets...............................F-2
Consolidated Statements of Income.........................F-3
Consolidated Statements of Cash Flows.....................F-4
Notes to Financial Statements.................................F-5-8
37
BRAVERMAN & COMPANY
Certified Public Accountants
To: The Shareholders of
INVESTAMERICA, INC.
We have audited the consolidated balance sheets of InvestAmerica, Inc.,
formerly Progressive Polymerics International, Inc. and its subsidiary at
September 30, 1999, 1998 and 1997 and the related consolidated statements of
income and cash flows for the years then ended. These financial statements
are the responsibility of Invest America's management. Our responsibility is
to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we 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. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of InvestAmerica,
Incorporated and its subsidiary at September 30, 1999, 1998 and 1997 and the
consolidated results of their operations and their cash flows for the year
then ended in conformity with generally accepted accounting principles.
/s/ BRAVERMAN & COMPANY
November 18, 1999
February 14, 2000, as to restatement
Calabasas, California
23679 Calabasas Road #149, Calabasas CA 91302
F-1
InvestAmerica, Inc. and Subsidiary formerly
Progressive Polymerics International, Inc. and Subsidiary
- ---------------------------------------------------------
Consolidated Balance Sheets
- ---------------------------------------------------------
September 30, 1999, 1998 and 1997
BALANCE SHEET
1999 1998 1997
(Restated)
- ---------------------------------------------------------------------------
Assets
Current Assets:
Cash $ - $ - $ -
Receivable from sale of assets - - 419,701
-------------------------------------
Total Current Assets $ - $ - $ 419,701
-------------------------------------
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts Payable and
Accrued Expenses $ 810,036 $ 622,536 $ 431,193
Notes Payable 7,372,894 312,181 -
--------------------------------------
Total Current Liabilities 8,182,930 934,717 431,193
--------------------------------------
Stockholders Equity:
Preferred Shares, par value
$.001 per share
Authorized Shares 5,000,000
Outstanding Shares None
Common Shares, par value
$.001 per share
Authorized Shares 50,000,000 9,791 9,791 782
Outstanding Shares
781,882 - 1997
9,790,443 - 1998
9,790,443 - 1999
Additional Paid - In Capital 1,989,840 1,989,840 1,611,257
Accumulated Deficit (10,182,561) (2,934,348) (1,623,531)
--------------------------------------
Total Stockholders (Deficiency) (8,182,930) (934,717) (11,492)
--------------------------------------
Total Liabilities and Stockholders $ - $ - $ 419,701
(Deficiency) --------------------------------------
The accompanying notes are an integral part of the consolidated financial
statements.
F-2
InvestAmerica, Inc. and Subsidiary formerly
Progressive Polymerics International, Inc. and Subsidiary
- ---------------------------------------------------------
Consolidated Statements of Income
- ---------------------------------------------------------
September 30, 1999, 1998 and 1997
STATEMENTS OF INCOME
1999 1998 1997
(Restated)
- --------------------------------------------------------------------------
Revenue $ - $ - $ -
Operating expenses 256,865 1,108,317 317,326
--------------------------------------
Loss before other items (256,865) (1,108,317) (317,326)
--------------------------------------
Other items
Judgment 6,991,348
Loss from write-off
of investment - 202,500 -
--------------------------------------
Net Loss $(7,248,213) $(1,310,817) $(137,326)
---------------------------------------
Weighted average common
shares outstanding 9,790,443 5,286,163 600,600
---------------------------------------
Net loss per common share $ (.74) $ (2.48) $ (.23)
---------------------------------------
The accompanying notes are an integral part of the consolidated financial
statements.
F-3
InvestAmerica, Inc. and Subsidiary formerly
Progressive Polymerics International, Inc. and Subsidiary
- ---------------------------------------------------------
Consolidated Statements of Cash Flows
- ---------------------------------------------------------
September 30, 1999, 1998 and 1997
STATEMENT OF CASH FLOWS
1999 1998 1997
- ---------------------------------------------------------------------------
Cash Flows From (To) Operating
Activities:
Net (Loss) $(7,248,213) $(1,310,817) $(137,326)
Adjustments to reconcile net
income to net cash provided
by operating activities:
Decrease in accounts and
loans receivable - - 39,115
Decrease in receivables
from sales assets - 419,701 80,299
Increase in Judgement payable 7,372,894
Increase (Decrease) in notes payable (312,181) 312,181 -
Increase in accounts payable
and accrued expenses 187,500 191,343 13,912
------------------------------------
Net cash used by operating activities - 387,592 4,000
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Cash Flows from (To) Financing Activities:
(Decrease) in loans payable - - (9,000)
Proceeds from issuance of common stock - 387,592 13,000
-------------------------------------
Net cash flow from financing activities - 387,592 4,000
-------------------------------------
Increase (Decrease) in Cash 0 0 0
Cash at Beginning of Year 0 0 0
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Cash at End of Year $ 0 $ 0 $ 0
-------------------------------------
The accompanying notes are an integral part of the consolidated financial
statements.
F-4
InvestAmerica, Inc. and Subsidiary formerly
Progressive Polymerics International, Inc. and Subsidiary
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Notes to Financial Statements
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September 30, 1999, 1998 and 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Balboa Investments, Inc. (Parent) was organized under the laws
of the State of Utah on October 20, 1983. The Company changed its domicile
from the State of Utah to the State of Nevada on December 18, 1986. This
change in domicile was accomplished by merging the Company into a Nevada
corporation created solely for this purpose. In connection with the change in
domicile, the Company changed its corporate name from Technology Research
Inc., to Balboa Investments, Inc. effective December 18, 1986. The Company
has not commenced planned principal operations and is considered a development
stage company as defined in SFAS No. 7.
On December 29, 1992, Balboa Investments, Inc. changed its name to Progressive
Polymerics International, Inc., (Parent) and acquired all of the issued and
outstanding common stock of Progressive Polymerics, Inc., (Subsidiary).
In April of 1997, the Board of Directors of the Company approved a Plan of
Reorganization, including a partial liquidation of the Company's current
assets to a Liquidating Trust in order to effectuate the partial liquidation
portion of the Plan. The Liquidating Trust received a transfer of all the
assets of the Company subject to the assumption by the Trust of all the
Company's liabilities and those being incurred in the Reorganization. The
Trust exists solely for the purpose of liquidating the Trust Estate and
distributing the proceeds of liquidation to the Shareholders. The Trust will
serve as a temporary vehicle for the maintenance and operation of the Trust
Estate, with a view to its liquidation and not the conduct of a continuing
business.
On April 17, 1997, the Company reverse-split its Common Stock twenty (20) old
shares for one (1) new share.
On April 17, 1997, the Company acquired 100% of the issued and outstanding
capital stock of InvestAmerica, Inc., thereby making it a wholly-owned
subsidiary.
On May 14, 1997, the stockholders of the Company approved the merger of
InvestAmerica, Inc., a wholly-owned subsidiary, with and into the Company,
the survivor of the merger. A change of the Company's name to InvestAmerica,
Inc. was also approved.
Principles of Consolidation - The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiary. All significant
intercompany transactions between the parent and the subsidiary have been
eliminated in consolidation.
Cash and Cash Equivalents - For purposes of the statements of cash flow, cash
and cash equivalents are defined as demand deposits at banks.
F-5
InvestAmerica, Inc. and Subsidiary formerly
Progressive Polymerics International, Inc. and Subsidiary
- ---------------------------------------------------------
Notes to Financial Statements (continued)
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September 30, 1999, 1998 and 1997
NOTE 2 - NOTES PAYABLE
Demand notes payable in the amount of $312,181 were issued for services and
expenses. These notes carry an interest rate of 10% per annum. Accrued
interest has been added to principal balance on notes annually.
NOTE 3 - INCOME TAXES
Income tax expense, if applicable, includes state taxes currently payable.
There are no deferred taxes or benefits arising from timing differences
between financial statement and tax a basis income. For the period presented
the Companies were able to utilize net operating loss carry overs to reduce
Federal taxes.
NOTE 4 - WARRANTS
The Company issued warrants to purchase 190,000 shares of Common Stock as
follows:
50,000 shares @ $ .05 per share
50,000 shares @ $ .10 per share
20,000 shares @ $ .20 per share
50,000 shares @ $ 1.00 per share
20,000 shares @ $ 5.00 per share
The warrants expire 10 years from date of issue.
F-6
InvestAmerica, Inc. and Subsidiary formerly
Progressive Polymerics International, Inc. and Subsidiary
- ---------------------------------------------------------
Notes to Financial Statements (continued)
- ---------------------------------------------------------
September 30, 1999, 1998 and 1997
NOTE 5 - SHAREHOLDER'S EQUITY
SHAREHOLDER'S EQUITY
Common Stock Additional
------------ paid-in Accumulated
Shares Amount Capital Deficit
------ ------ ---------- -----------
Balances,
September 30, 1996 419,338 $ 419 $1,598,620 $(1,486,205)
As Adjusted for
1 for 20 Reverse
Stock Split
Net(Loss) For the Year
Ended Sept 30, 1997 (137,326)
Issue of Common Stock 362,544 363 12,637
----------------------------------------------
Balances,
September 30, 1997 781,882 782 1,611,257 (1,623,531)
Net(Loss) For the Year
Ended Sept 30, 1998 (1,310,817)
Issuance of Common Stock 9,008,561 9,009 378,583
-----------------------------------------------
Balances,
September 30, 1998 9,790,443 9,791 1,989,840 (2,934,348)
Net(Loss) For the Year Ended
September 30, 1999 (256,865)
-----------------------------------------------
Balances,
September 30, 1999 9,790,443 $9,791 $1,989,840 $(3,191,213)
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NOTE 6 - SALE OF ASSETS
In November of 1995, the Company sold the two Patents and related assets
attributable to its "Armored Conduit". The sale resulted in a loss of
$194,946.
Terms of the Sale - Fidelity Holdings, Inc., acquired the two patents for a
purchase price of $500,000 payable in $100,000 cash and the balance in
Eighty-Thousand (80,000) unregistered Units of Fidelity Holdings, Inc.,
securities. Each Unit consists of Two (2) shares of Common Stock (160,000
shares) and Two (2) Warrants, each Warrant being for the purchase of One (1)
share of Fidelity Holdings, Inc., Common Stock at an exercise (purchase) price
of $3,125 per share exercisable for One (1) year. For this One (1) year
exercise period, Fidelity has the irrevocable option to repurchase/redeem up
to Eighty thousand (80,000) shares of its Common Stock at a price of Two Dollars
and Fifty Cents ($2.50) per share. In addition to the purchase price, the
Company will receive royalty payments from Fidelity over the life of the two
patents. The payments will be calculated at the greater of 5% of the
manufactured cost of the conduit or 2% of the net sales.
F-7
InvestAmerica, Inc. and Subsidiary formerly
Progressive Polymerics International, Inc. and Subsidiary
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Notes to Financial Statements (continued)
- ---------------------------------------------------------
September 30, 1999, 1998 and 1997
NOTE 7 - SETTLEMENT
Prior to fiscal year 1999, the Company settled a claim with Daniel Tepper,
a stockholder and former consultant to the Company. Terms of the settlement
called for a payment of $80,000 and the issuance of 525,000 shares of the
Company's Common stock. At the time of the issuance, the shares had a market
value of $.50 per share. The settlement resulted in a loss of $342,000.
The Company and Mr. Daniel Tepper, a shareholder and former consultant of the
Company, entered into a settlement agreement pursuant to which the Company
issued 4,740,000 shares of common stock to Mr. Tepper in exchange for the
satisfaction of certain judgments totaling $7,372,894 obtained by Mr.
Tepper against the Company. The judgment related to claims, which arose
prior to current management obtaining control of the Company, including
claims for money due under notes payable and for services rendered to this
Company (certain of which claims were the subject of the settlement agreement
referenced above). Settlement agreement included mutual releases of any and
all claims between Mr. Tepper and the Company.
F-8
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. REGULATION S OFFERINGS.
Not applicable.
Date: February 14, 2000
InvestAmerica, Inc.
/s/ Douglas E. Smith
- -----------------------
Douglas E. Smith
President and Chairman
3