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): January 16, 2004
FreePCSQuote.Com, Inc.
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(Exact name of registrant specified in charter)
Nevada 000-26293 85-0420306
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
19950 Mariner Avenue
Torrance, CA 90503
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(Address of principal executive offices) (Zip Code)
(310) 921-3444
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(Registrant's telephone number, including area code)
4824 Braeburn Drive, Las Vegas, NV 89130
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(Former name or former address, if changed since last report)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
On January 16, 2004, FreePCSQuote.Com., Inc., a Nevada corporation (the
"Registrant"), FPQT Acquisition Corporation, a Nevada corporation ("Merger Sub")
and Digital Learning Institute, Inc., a privately-held Delaware corporation
("DLI"), entered into an Agreement and Plan of Merger (the "Agreement") pursuant
to which the Registrant, through its wholly-owned subsidiary, Merger Sub,
acquired DLI in exchange for shares of the Registrant's common stock (the
"Merger"); 2,215,803 shares were issued to the holders of DLI stock and 38,129
shares were issued into escrow to cover indemnification obligations, if any, of
DLI. The Registrant issued an additional 38,129 shares into escrow to cover its
own indemnification obligations. Immediately after the Merger was consummated
and further to the Agreement, Eric Borgeson, the controlling stockholder of the
Registrant, cancelled 2,500,00 shares of the Registrant's Common Stock held by
him (the "Cancellation"). In addition, the Registrant issued an aggregate of
66,088 shares of its Common Stock to certain individuals identified by DLI's
investment banker. The transaction contemplated by the Agreement was intended to
be a "tax-free" reorganization pursuant to the provisions of Section 351 and
368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.
The stockholders of DLI (four stockholders owning 2,215,803 shares), as of the
closing date of the Merger and after giving effect to the Cancellation, now own
approximately 86.8% of the Registrant's common stock outstanding as of January
16, 2004 (excluding any additional shares issuable upon outstanding options,
warrants and other securities convertible into common stock or shares issued
pursuant to the aforementioned escrows).
Under Nevada law, the Registrant did not need the approval of its stockholders
to consummate the Merger, as the constituent corporations in the Merger were
Merger Sub and DLI, which are business entities incorporated under the laws of
Nevada and Delaware, respectively. The Registrant is not a constituent
corporation in the Merger.
For accounting purposes, this transaction was being accounted for as a reverse
merger, since the stockholders of DLI own a majority of the issued and
outstanding shares of common stock of the Registrant, and the directors and
executive officers of DLI became the directors and executive officers of the
Registrant. Upon consummation of the Merger and after giving effect to the
Cancellation, the members of the Board of Directors of the Registrant consisted
of Aurangzeb Bhatti and Umesh Patel; Mr. Borgeson resigned as the President and
sole Director of the Company. No agreements exist among present or former
controlling stockholders of the Registrant or present or former members of DLI
with respect to the election of the members of our board of directors, and to
the Registrant's knowledge, no other agreements exist which might result in a
change of control of the Registrant.
The Registrant intends to file a 14(c) Information Statement with the Securities
and Exchange Commission whereby it will (i) change its name to Digital Learning
Management Corporation; (ii) amend its Articles of Incorporation to increase its
authorized shares of common stock to 75,000,000 shares and to authorize
5,000,000 shares of blank check preferred stock; and (iii) amend its Articles of
Incorporation to effectuate a 7.8680269-for-1 forward stock split.
Beneficial Owners
The following table shows the stockholdings of all directors and executive
officers of the Registrant, principal stockholders who own beneficially more
than five percent of the Registrant's issued and outstanding common stock, and
all directors and officers of the Registrant as a group as of January 20, 2004,
after giving effect to the Merger and the Cancellation, based on 2,555,147
shares outstanding at January 20, 2004.
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SHARES
NAME AND ADDRESS(1) BENEFICIALLY OWNED PERCENT
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Aurangzeb Bhatti 887,503(2) 34.6%
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Umesh Patel 887,503(2) 34.6%
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Al Jinnah 132,948 5.2%
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All officers and directors as a group 1,907,954(3) 74.0%
(3 persons)
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(1) The address of each person is c/o Digital Learning Institute, Inc.,
19950 Mariner Avenue, Torrance, CA 90503.
(2) Includes options to purchase 12,261 shares exercisable at $6.974 per
share that are exercisable within 60 days.
(3) Includes options to purchase 24,522 shares exercisable at $6.974 that
are exercisable within 60 days.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Set forth below is certain information concerning the principal terms of the
Merger and the business of the Registrant and DLI.
Principal Terms of the Merger
At the Effective Time of the Merger (as defined in the Merger Agreement), Merger
Sub was merged with and into DLI. The separate existence of Merger Sub ceased,
and DLI continued as the surviving corporation (the "Surviving Corporation")
under the name Digital Learning Institute, Inc. The Certificate of Incorporation
of DLI in effect immediately prior to the Effective Time of the Merger became
the Certificate of Incorporation of the Surviving Corporation. The directors and
officers of DLI at the Effective Time of the Merger became the directors and
officers of the Surviving Corporation. Aurangzeb Bhatti is the President of DLI
and its Board of Directors is currently the same as that of the Registrant.
Each share of DLI common stock (an aggregate of 5,000,000 shares) was converted
into one share of the Registrant's common stock in the Merger, an exchange ratio
of 1:.441606 (the "Exchange Ratio").
At the Effective Time of the Merger, all options to purchase DLI shares then
outstanding under the DLI Stock Option Plan (the "DLI Option Plan"), and all
stock options to purchase DLI shares then outstanding which are not under the
DLI Option Plan, in each case whether vested or unvested (a total of 495,500
stock options), and the DLI Option Plan itself, along with warrants to purchase
100,000 shares of DLI common shares, were assumed by the Registrant at the
Effective Time of the Merger. The numbers of shares issuable pursuant to and
exercise prices of said options and warrants were also adjusted for the Exchange
Ratio; other than the foregoing, each DLI stock option and warrant so assumed by
the Registrant continues to have, and be subject to, the same terms and
conditions of such stock options and warrants immediately prior to the Effective
Time of the Merger (including, without limitation, any repurchase rights or
vesting provisions and provisions regarding the acceleration of vesting on
certain transactions).
Description of the Registrant
The Registrant, a Nevada corporation, incorporated on February 18, 1999, was,
until the Effective Time of the Merger, a development stage company with a
principal business objective to allow businesses the opportunity to generate
revenues through the use of its Internet technology solutions and services.
Through the use of its computer software, network technology, and systems
management the Registrant provided its customers outsourced web site and
application hosting solutions. It had yet to generate significant revenues from
operations.
An objective of the Registrant became the acquisition of an operating company
with experienced management and the potential for profitable growth in exchange
for its securities. Prior to the Effective Time, Eric Borgeson was the sole
director and officer of the Registrant. Mr. Borgeson resigned as the President
and sole director of the Registrant immediately after the Effective Time of the
Merger.
The shares of common stock of the Registrant are traded on the OTC Bulletin
Board under the symbol "FPQT.OB."
Following the Merger, stockholders of DLI became stockholders of the Registrant.
All executive officers of DLI became executive officers of the Registrant, and
the Board of Directors of DLI became the Board of Directors of the Registrant.
Upon the consummation of the Merger, DLI became a wholly-owned subsidiary of the
Registrant.
Description of DLI
DLI is a for-profit continued education company that leverages existing
universities' (course credits) accreditations, and campuses to provide training
and education. DLI currently has enrolled active students from several
California State University locations as well as trade and vocational schools.
DLI's strategy has been to grow its enrollment base under its existing course
offerings and to reduce the cost of learning through it proprietary Learning
Management Software.
DLI now looks to increase its enrollment base, add to its curriculum offerings
and supplement its accreditations offerings through its recent acquisition of
McKinley University, as well as additional planned acquisitions of small
vocational schools. The acquisition gives DLI more breadth in course offerings
through the schools accreditations and business class offerings while using its
scaleable education software application to conduct courses over the Internet.
DLI's Business and Operations
DLI offers a hybrid model of providing the solution for today's complex
education and training growth environment. DLI provides post secondary education
and training in the following niche markets:
o Information Technology;
o Business; and
o Specialized Nurses training (planned).
In addition, DLI provides custom developed training. DLI has articulation
agreements with professional carrier institutes and California State
Universities for granting continuing education college credits. DLI has created
custom programs with Cal State Fullerton University's department of business and
economics, Emerging Markets JVs, and other entities in developing countries.
DLI believes that its strategic alliances with the Cal State Universities, the
Woodbury University and universities in the State of California attract
clientele because they provide reputable certifications and accreditations. At
the same time, DLI minimizes the costs of classroom real-estate, the acquisition
of certifications, and building brand equity.
Growth Strategy
DLI's economic growth drivers consist of its counter-cyclical niche in the
corporate training, and global 100 companies' inclination towards outsourcing.
Moreover, DLI believes that availability of funds exists for the corporate
training market because continued education is sponsored by the U.S. Government.
DLI intends to grow both organically and through acquisitions. DLI continues to
grow organically by providing education to the telecom industry through its
partnership arrangements with various institutions, including California State
University (Fullerton, Dominguez Hills, Channel Islands) and Woodbury
University. DLI is also actively pursuing opportunities by marketing directly to
Fortune 500 corporations and additional institutions of higher learning.
DLI's acquisition strategy is to acquire enrolled students, accreditations and
course breadth while installing its scaleable technology infrastructure and
consolidating costs.
Industry Overview
DLI is focusing on the post-secondary education market. DLI believes that some
of the key drivers for the growth of this market are:
o technology transformation into mainstream everyday life and
business forcing people to become proficient in computer usage
and its diversified applications;
o the Internet has brought information, people and businesses
together in an interactive environment; and
o growing demand for the skilled labor.
With the information age transformation in the last decade, new tools and work
skills are being required in schools, colleges, business and services at a
global scale. DLI believes that the norms of the traditional classrooms are no
longer sufficient and efficient to accommodate the requirements of the fast
growing global technology evolution that universities and other schools don't
have the logistics and the infrastructure and the financial resources to keep
pace.
Most major universities are now offering limited web-based classes along with
the traditional classroom instructions. Major efforts are in the process to
bring the web-base teaching within the mainstream education infrastructure. With
the exponential growth of student population and the demand for the skilled
labor force educational institutions are being forced to look at radically
different methodology to help them keep pace with the demands. DLI believes that
the web-based application is the most appropriate solution, hence offering a
hybrid solution.
DLI believes that this problem creates opportunities. DLI currently offers a
solution, which encompasses the traditional classroom schooling methodology, as
well as a comprehensive total web-based solution, hence offering a hybrid
approach to the problem. DLI also has joint venture alliances with mainstream
universities and institutions, offering an approach whereby a student has the
option to get a degree/certification from DLI's on-line university and/or from
one of the joint venture mainstream universities. DLI believes that this, in
turn, helps solve the growth demand problem for universities and other
institutions. DLI believes that this has put it in a strong market position,
solving the needs and challenges of today's education growth demands.
Competition
DLI competes with companies such as Corinthian Colleges, DeVry, Inc., New
Horizon International, Inc. and Phoenix University On Line. All of these
education institutions are vertically integrated where the curriculum is taught
via their own infrastructure and institutions. Despite the size and scope of
these larger players, DLI believes that its strength lies in its ability to be
flexible. A significant portion of revenues comes from the traditional classroom
teaching and lacks the Internet, telecom infrastructure, logistics and the
teaching depth and the breadth offered in on-line teaching. DLI believes that
another strength is that it doesn't focus solely on domestic education.
Additionally, none of the companies offer a joint venture with any of the
mainstream universities.
Facilities And Equipment
DLI's headquarters are located in Torrance, California.
Risk Factors
The actual results of the combined company may differ materially from those
anticipated in these forward-looking statements. The Registrant and DLI will
operate as a combined company in a market environment that is difficult to
predict and that involves significant risks and uncertainties, many of which
will be beyond the combined company's control. Additional risks and
uncertainties not presently known to us, or that are not currently believed to
be important to you, if they materialize, also may adversely affect the combined
company.
Risks Related To DLI
Risks Related to DLI's Business
DLI's success depends in part on its ability to expand the content of its
existing programs and develop new programs in a cost-effective manner and on a
timely basis.
DLI's success depends in part on its ability to expand the content of its
programs, develop new programs in a cost-effective manner, and meet its
students' needs in a timely manner. The expansion of DLI's existing programs and
the development of new programs may not be accepted by its students or the
online education market. Even if DLI is able to develop acceptable new programs,
it may not be able to introduce these new programs as quickly as its students
require or as quickly as its competitors.
Failure to adequately respond to changes in market needs and technologies could
have a material adverse effect on DLI's business and results of operations.
Many prospective employers of DLI's graduates increasingly demand that their
entry-level employees possess practical technological or professional skills.
Education programs at DLI's schools must keep pace with such shifting
requirements. DLI's inability to adequately respond to changes in market
requirements due to financial constraints, technological change or other factors
could have a material adverse effect on its business and results of operations.
Capacity constraints or system disruptions to DLI's computer networks could
damage the reputation of DLI and limit its ability to attract and retain
students.
The performance and reliability of DLI's program infrastructure is critical to
the reputation of DLI and its ability to attract and retain students. Any system
error or failure, or a sudden and significant increase in traffic, may result in
the unavailability of DLI's computer networks. DLI has experienced system
failures due to both software defects and operational errors. Most failures
resulted in brief periods of slow performance rather than interruptions in
service. Individual, sustained, or repeated occurrences could significantly
damage the reputation of DLI and result in a loss of potential or existing
students. We cannot assure you that DLI will be able to expand its program
infrastructure on a timely basis sufficient to meet demand for its programs.
DLI's computer systems and operations are vulnerable to interruption or
malfunction due to events beyond its control, including natural disasters and
telecommunications failures. DLI presently has a limited amount of redundant
facilities, and its formal disaster recovery plan has never been tested. Any
interruption to DLI's computer systems or operations could have a material
adverse effect on the ability of DLI to attract and retain students.
DLI's computer networks may be vulnerable to security risks that could disrupt
operations and require it to expend significant resources.
DLI's computer networks may be vulnerable to unauthorized access, computer
hackers, computer viruses, and other security problems. A user who circumvents
security measures could misappropriate proprietary information or cause
interruptions or malfunctions in operations. Due to the sensitive nature of the
information contained on DLI's networks, such as students' grades, its networks
may be targeted by hackers. As a result, DLI may be required to expend
significant resources to protect against the threat of these security breaches
or to alleviate problems caused by these breaches.
DLI may incur liability for the unauthorized duplication or distribution of
class materials posted online for class discussions.
In some instances, DLI's instructors may post various articles or other
third-party content on the class discussion board. DLI may incur liability for
the unauthorized duplication or distribution of this material posted online for
class discussions. We cannot assure you that a third party will not raise a
claim against DLI for the unauthorized duplication of this material. Any such
claim could subject DLI to costly litigation and impose a significant strain on
its financial resources and management personnel regardless of whether the
claims have merit. DLI's general liability insurance may not cover or be
adequate for potential claims of this type and DLI may be required to alter the
content of its classes or pay financial damages.
The Registrant cannot predict DLI's future capital needs, and may not be able to
secure additional financing.
The Registrant will likely need to raise additional funds in the future to fund
DLI's operations, to expand its markets and product offerings, or to respond to
competitive pressures or perceived opportunities. We cannot assure you that
additional financing will be available on favorable terms, or at all. If
adequate funds are not available when required or on acceptable terms, DLI may
be forced to cease its operations, and even if it is able to continue its
operations, its ability to increase enrollments and revenues may be adversely
affected.
DLI's future success depends in part upon its ability to recruit and retain key
personnel.
DLI's success to date has been, and its continuing success will be,
substantially dependent on the continued services of its executive officers and
other key personnel, who generally have extensive experience in the industry and
have been employed by us for substantial periods of time. If we ceased to employ
any of these integral personnel and failed to manage a smooth transition to new
personnel, our business could suffer.
DLI's success also depends, in large part, upon its ability to attract and
retain highly qualified faculty and school presidents and administrators. Due to
the nature of its business, DLI may have difficulty locating and hiring
qualified personnel to fill open positions, and retaining such personnel once
hired. The loss of the services of any key employees, or DLI's failure to
attract and retain other qualified and experienced personnel on acceptable
terms, could have an adverse effect on its business and results of operations.
DLI's business is subject to seasonal fluctuations, which may cause its
operating results to fluctuate from quarter-to-quarter. This fluctuation may
result in volatility or have an adverse effect on the market price of the
Registrant's common stock.
DLI experiences, and it expects to continue to experience, seasonal fluctuations
in its revenue because fewer students are enrolled during the summer months.
These seasonal fluctuations in DLI's operating results could result in
volatility or have an adverse effect on the market price of the Registrant's
common stock. In addition, as DLI's revenues continue to grow, these seasonal
fluctuations may become more evident.
Risks Related to DLI's Industry
The market for online learning may not continue to develop.
The use of online education and training may not increase as anticipated and
DLI's programs may not be accepted by working adult students. Also, some
educators are opposed to online education and have the capacity to negatively
influence the market for DLI's programs. Some critics have also expressed
concerns regarding the perceived loss of control over the educational process
that can result from the outsourcing of online campuses and courses. DLI may be
unable to continue to increase its number of students and revenues if the higher
education and training market does not more generally accept online learning.
DLI operates in a highly competitive market with rapid technology changes and it
may not have the resources needed to compete successfully.
Online education is a highly fragmented and competitive market that is subject
to rapid technological change. Competitors vary in size and organization from
traditional colleges and universities, many of which have some form of online
education programs, to for-profit schools, corporate universities, and software
companies providing online education and training software. We expect the online
education and training market to be subject to rapid changes in technologies.
DLI may not have the resources necessary to compete with the rapidly changing
technologies being developed by its competitors and its success will depend on
its ability to adapt to these changing technologies.
Competitors may harm DLI's business by operating more effectively or more
efficiently in its market.
The postsecondary education market is highly competitive. DLI's schools compete
with traditional public and private two-year and four-year colleges and
universities and other for-profit schools, including those that offer distance
learning programs. Certain public and private colleges and universities may
offer programs similar to those of DLI. Public institutions are often able to
charge lower tuition, due in part to government subsidies, government and
foundation grants, tax-deductible contributions and other financial resources
not available to for-profit schools like those operated by DLI. Some of DLI's
competitors, in both the public and private sectors, have substantially greater
financial and other resources than DLI, which may allow them to have greater
success in the market.
Changes in the extensive regulations to which DLI is subject could increase its
cost of doing business or affect its ability to grow.
DLI is subject to extensive private, federal, and state regulation. New or
revised interpretations of the regulations by any of the regulatory entities
that determine DLI's accreditation, state licensure, or eligibility for federal
financial aid could increase DLI's cost of doing business or affect its ability
to continue increasing its number of students and revenue.
State regulations for distance education are currently uncertain and may require
DLI to expend significant resources and significantly limit its ability to
expand its business.
State regulations for distance education providers are uncertain. DLI may have
to devote significant time and financial resources in order to comply with
various state laws and regulations if states determine to regulate online
education. DLI may not have sufficient resources to comply with any new laws and
regulations that may be enacted, which could preclude it from operating in one
or more states and could significantly limit the ability to expand its business.
Risks Related To Capital Structure
There is no assurance of an established public trading market.
Although the Registrant's common stock trades on the NASD OTC Bulletin Board, a
regular trading market for the securities may not be sustained in the future.
The NASD has enacted recent changes that limit quotations on the OTC Bulletin
Board to securities of issuers that are current in their reports filed with the
Securities and Exchange Commission. The effect on the OTC Bulletin Board of
these rule changes and other proposed changes cannot be determined at this time.
The OTC Bulletin Board is an inter-dealer, Over-The-Counter market that provides
significantly less liquidity than the NASD's automated quotation system (the
"NASDAQ Stock Market"). Quotes for stocks included on the OTC Bulletin Board are
not listed in the financial sections of newspapers as are those for the NASDAQ
Stock Market. Therefore, prices for securities traded solely on the OTC Bulletin
Board may be difficult to obtain and holders of common stock may be unable to
resell their securities at or near their original offering price or at any
price. Market prices for the Registrant's common stock will be influenced by a
number of factors, including:
o the issuance of new equity securities pursuant to this, or a
future, offering;
o changes in interest rates;
o competitive developments, including announcements by
competitors of new products or services or significant
contracts, acquisitions, strategic partnerships, joint
ventures or capital commitments;
o variations in quarterly operating results;
o change in financial estimates by securities analysts;
o the depth and liquidity of the market for Registrant's common
stock;
o investor perceptions of our company and the technologies
industries generally; and
o general economic and other national conditions.
The Registrant's common stock could be considered a "penny stock."
The Registrant's common stock could be considered to be a "penny stock" if it
meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated
under Section 15(g) of the Securities Exchange Act of 1934, as amended. These
include but are not limited to the following: (i) the stock trades at a price
less than $5.00 per share; (ii) it is NOT traded on a "recognized" national
exchange; (iii) it is NOT quoted on the NASDAQ Stock Market, or even if so, has
a price less than $5.00 per share; or (iv) is issued by a company with net
tangible assets less than $2.0 million, if in business more than a continuous
three years, or with average revenues of less than $6.0 million for the past
three years. The principal result or effect of being designated a "penny stock"
is that securities broker-dealers cannot recommend the stock but must trade in
it on an unsolicited basis.
Broker-dealer requirements may affect trading and liquidity.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2
promulgated thereunder by the SEC require broker-dealers dealing in penny stocks
to provide potential investors with a document disclosing the risks of penny
stocks and to obtain a manually signed and dated written receipt of the document
before effecting any transaction in a penny stock for the investor's account.
Potential investors in the Registrant's common stock are urged to obtain and
read such disclosure carefully before purchasing any shares that are deemed to
be "penny stock." Moreover, Rule 15g-9 requires broker-dealers in penny stocks
to approve the account of any investor for transactions in such stocks before
selling any penny stock to that investor. This procedure requires the
broker-dealer to (i) obtain from the investor information concerning his or her
financial situation, investment experience and investment objectives; (ii)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in
(ii) above; and (iv) receive a signed and dated copy of such statement from the
investor, confirming that it accurately reflects the investor's financial
situation, investment experience and investment objectives. Compliance with
these requirements may make it more difficult for holders of the Registrant's
common stock to resell their shares to third parties or to otherwise dispose of
them in the market or otherwise.
Special note regarding forward-looking statements
Some of the statements under "Risk Factors" and elsewhere in this Current Report
on Form 8-K constitute forward-looking statements. These statements involve
known and unknown risks, uncertainties and other factors that may cause our
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance, or
achievements expressed or implied by such forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such
as "may," "will," "should," "could," "expects," "plans," "intends,"
"anticipates," "believes," "estimates," "predicts," "potential" or "continue" or
the negative of such terms or other comparable terminology.
Although the Registrant believe that the expectations reflected in the
forward-looking statements are reasonable, it cannot guarantee future results,
levels of activity, performance, or achievements. Moreover, neither the
Registrant nor any other person assumes responsibility for the accuracy and
completeness of such statements. The Registrant is under no duty to update any
of the forward-looking statements after the date of this report.
Management Of The Registrant After The Effective Date Of The Merger
Directors And Executive Officers
In connection with the Merger, all of the Directors and Executive Officers of
DLI became directors and executive officers of the Registrant and Eric Borgeson
resigned as the President and sole director of the Registrant. The following
table sets forth the name and position of each of the Registrant's directors and
executive officers immediately after the Effective Date of the Merger (January
20, 2004).
Name Position
- ---- --------
Aurangzeb Bhatti President and Director
Umesh Patel Vice President and Director
Al Jinnah Secretary
Aurangzeb Bhatti. Mr. Bhatti has over 25 years of experience in information
technology and the education field. Mr. Bhatti has worked with a broad range of
computer systems, and has been deeply involved in information technology,
security and computer intrusion detection aspects since 1979. He has advised
several banks, financial, institutions and multi national organizations on
Electronic Security Policy and Computer System Auditing and Testing. These
include Lloyds Bank, Coast Savings and Loan, and Warner Communications, Inc.
(now AOL/Time Warner). Mr. Bhatti is the founder of NovaQuest InfoSystems, Inc.
and ComputerLand LAX. He successfully grew the company through competitive
growth as well as external acquisitions of several companies, including Nynex
Infosystems, Pactel InfoSystems, West US Group, Interlink Technologies, ETR and
ATMLink. In 1995, Mr. Bhatti founded WebVision, Inc. As its CEO & CTO, he
created the strategic plan and the direction of the Company securing venture
funding from several firms including Freeman Spogli and TL Ventures. As its CEO,
he planned and implemented a state of the art Network and Security Operations
Center ("NOC") for both Network and Systems monitoring in today's Internet age.
Mr. Bhatti holds an MS and MBA in Finance and a BS in Industrial Management
(1976) from Northrop University and has over 25 professional certifications in a
wide variety of advanced systems and software disciplines.
Umesh Patel. Mr. Patel has over 14 years experience in business development and
sales with an exceptional knowledge of education domain. He has successfully
managed multiple companies in the medical industry. Mr. Patel has developed
effective sales teams in diverse industries, products and technologies,
specifically in the education and medical industries. In addition, Mr. Patel is
experienced in product quality and assurance programs. In 1995, Mr. Patel became
the Vice President of Operations at Cyber net Solutions. As the V.P. of
Operations, Mr. Patel managed medical transcriptions and website development
projects from concept to implementation. He works closely with clients to
analyze the business requirements and build system models. From 1990 to 2001,
Mr. Patel served as the President of Tech Med Billing Services, where he was
responsible for managing and projecting financials for the company in addition
to managing sales, marketing, accounting and human resources.
Al Jinnah. Mr. Jinnah has been a practicing attorney for more than 35 years. His
experience encompasses practice in various jurisdictions, including California,
Ontario, Canada and England. He has wide experience in business law and civil
litigation having served as in-house counsel for corporation in numerous
industries, both inside and outside the United States.
Effective January 20, 2004, Eric Borgeson, who was the Registrant's sole
director and executive officer prior to the Effective Time of the Merger,
resigned, in seriatim, and appointed its current directors and executive
officers. See "Change in Control of Registrant" of Item 1, above, and
"Management of the Registrant After the Effective Date of the Merger" of Item 1,
above.
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.
FreePCSQuote.Com, Inc.
By: /s/ Aurangzeb Bhatti
--------------------------------------
Name: Aurangzeb Bhatti
Title: President
Dated: January 30, 2004
Exhibit Index
2.1 Agreement and Plan of Merger, dated as of January 16, 2004, by
and among FreePCSQuote.Com, Inc., FPQT Acquisition Corporation
and Digital Learning Institute, Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND Exhibits.
(a): Financial Statements of Businesses Acquired. It is impracticable at this
time for the Registrant to provide the financial statements of the business
acquired that are required to be included herein. The Registrant undertakes to
file such required financial statements as soon as practicable, but in no event
later than March 26, 2004.
(b): Pro Forma Financial Information. It is impracticable at this time for the
Registrant to provide the pro forma financial information that are required to
be included herein. The Registrant undertakes to file such required pro forma
financial information as soon as practicable, but in no event later than March
26, 2004.
(c): Exhibits:
2.1 Agreement and Plan of Merger, dated as of January 16, 2004, by
and among FreePCSQuote.Com, Inc., FPQT Acquisition Corporation
and Digital Learning Institute, Inc.