SECURITIES AND 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): February 15, 2000
TRAVLANG, INC.
--------------
(Exact name of registrant as specified in its charter)
Delaware 0-14026 13-3174562
-------- ------- ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7000 W. Palmetto Park Road, Suite 501
Boca Raton, Florida 33433
-------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 620-9202
iiGroup, Inc.
---------------------------------------------
(Former name or former address, if changed since last report.)
ITEM 7. Financial Statements And Exhibits.
(a) Financial Statements of Businesses Acquired.
Audited financial statements of Silicon Ventures, Inc. as of and for
the period ended March 31, 2000.
SIGNATURES
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.
TRAVLANG, INC.
Date: October 15, 2001 By: /s/ Howard Brummer
------------------
Howard Brummer, President
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Shareholders and Board of
Directors of Travlang.com
We have audited the accompanying statement of operations, and cash flows of
Travlang.com (a division of Gourmetmarket.com) for the period February 8, 1999
to December 31, 1999. These financial statements are the responsibility of the
Travlang.com's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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 results of its operations and cash flows of
Travlang.com for the period February 8, 1999 to December 31, 1999 in conformity
with auditing standards generally accepted in the United States of America.
/s/ Margolies, Fink and Wichrowski
October 1, 2001
Pompano Beach, Florida
F-1
TRAVLANG.COM
(a division of GourmetMarket.com)
STATEMENT OF OPERATIONS
FOR THE PERIOD FEBRUARY 8, 1999 TO DECEMBER 31, 1999
Revenues, net $ 70,888
---------
General and administrative expenses:
Contract services and professional fees 99,000
General and administrative expenses 36,472
Amortization 29,027
---------
164,499
---------
Income (loss) from operations (93,611)
Income tax expense (benefit)
---------
Net loss $ (93,611)
=========
The accompanying notes are an
integral part of these financial statements
F-2
TRAVLANG.COM
(a division of GourmetMarket.com)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FEBRUARY 8, 1999 TO DECEMBER 31, 1999
Cash flows from operating activities:
Net loss $ (93,611)
---------
Adjustments to reconcile net loss to net:
cash provided by (used for) operating activities
Amortization 29,027
Allowance for bad debts 32,000
Changes in assets and liabilities:
Accounts receivable (40,019)
Accounts payable 4,472
---------
Total adjustments 25,480
---------
Net cash used in operations (68,131)
---------
Cash flows from (used in) financing activities
Payment of notes payable (54,565)
Advances from affiliates 122,696
---------
Net cash provided by financing activities 68,131
---------
Net increase (decrease) in cash
and cash equivalents --
Cash and cash equivalents, beginning of period --
---------
Cash and cash equivalents, end of period $ --
=========
Supplemental disclosure:
Acquisition of Travlang.com for stock and debt $ 145,817
=========
The accompanying notes are an
integral part of these financial statements
F-3
TRAVLANG.COM
(a division of GourmetMarket.com)
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business and basis of presentation
Travlang.com, (the Company) a travel and foreign language site, is recognized as
a leader in providing free access to 74 foreign language translation
dictionaries to over two million visitors a month. Travlang.com's main source of
revenue is from the sale of advertising on its site. The Company currently has
contracts with 24/7 Media, Inc., and the Sonar Network, Inc., and a number of
foreign language companies. Travlang.com also sells travel aids, foreign
language CD-ROMs and foreign language courses, electronic translators, and
retail luggage via its Internet site.
On February 8, 1999, GourmetMarket.com acquired all the contracts, rights and
interest in Travlang.com, for $95,817 in cash and notes payable, and 62,500
shares of the GourmetMarket's common stock valued at $1.00 per share, totaling
$158,317. Travlang.com incurred $29,027 of amortization expense for the period
from February 8, 1999 to December 31, 1999 related to this acquisition.
Cash equivalents
For purposes of the statement of cash flows, the Company considers all cash and
other demand deposits to be cash and cash equivalents. As of December 31, 1999,
Travlang had no cash equivalents.
Revenue recognition
Fees generated from advertising appearing on the Company's websites and from
advertising and channel presets included in the Company's products are
recognized as revenue over the terms of the contracts. The Company may guarantee
a minimum number of page impressions on the Company's websites for a specified
period, click-through or other specified criteria. To the extent these
guarantees are not met, the Company defers recognition of the corresponding
revenues until guaranteed delivery levels are achieved.
F-4
TRAVLANG.COM
(a division of GourmetMarket.com)
NOTES TO FINANCIAL STATEMENTS (Continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income taxes
The Company accounts for income taxes according to Statement of Financial
Accounting Standard No. 109 "Accounting for Income Taxes" which requires an
asset and liability approach to financial accounting for income taxes. Deferred
income tax assets and liabilities are computed annually for the difference
between the financial statement and tax bases of assets and liabilities that
will result in taxable or deductible amounts in the future, based on enacted tax
laws and rates applicable to the periods in which the differences are expected
to affect taxable income. Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized. Income tax
expense is the tax payable or refundable for the period, plus or minus the
change during the period in deferred tax assets and liabilities. No provision
for income taxes has been recorded in the accompanying financial statements as
the result of the Company's net operating losses.
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions.
These assumptions, if not realized, could affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those estimates.
Fair value of financial instruments
The Company's financial instruments, primarily consisting of cash and cash
equivalents, accounts receivable, accounts payable, bank line of credit payable,
and notes payable, approximate fair value due to their short-term nature or
interest rates that approximate market.
2. ASSETS TO BE DISPOSED
On January 14, 2000, GourmetMarket.com entered into an agreement to dispose of
Travlang.com. The terms of the sale were for GourmetMarket.com to receive
250,000 shares of Travlang Inc.'s common stock (formerly known as iiGroup, Inc.,
a related party) and $250,000 payable as follows: approximately $146,000 in cash
and the assumption of approximately $104,000 in liabilities.
F-5