UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
September 25, 2001
Date of Report
(Date of earliest event reported):
IBX Group, Inc.
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(New name of registrant)
VIDKID DISTRIBUTION, INC.
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(Former name of registrant)
Florida 333-36666 65-0969433
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
350 N.W. 12th Avenue
Deerfield Beach, FL 33442
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(Address of principal executive offices)
(954) 426-6056
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Registrant's telephone number, including area code:
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
We previously reported in our Form 8-K dated on September 25, 2001 that we
acquired all of the outstanding capital stock of Primed Technologies, Inc., a
Florida corporation ("Primed"). Primed was acquired in a stock-for-stock
transaction in which Primed's shareholders received approximately 81% of the
outstanding common stock of Vidkid Distribution, Inc. (Vidkid") on a fully
diluted basis. Under the Agreement, VIDKID issued 11,550,000 shares of its
common stock in exchange for each and every share of common stock of Primed.
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Prior to the transaction, VIDKID had 2,637,500 shares of common stock issued and
outstanding. Following the transaction, VIDKID has 14,187,500 shares of common
stock issued and outstanding.
As a consequence of this exchange of shares, PRIMED became a wholly-owned
subsidiary of VIDKID. All of the shares and assets of Primed are subject to a
creditor's lien. Failure to comply with the terms and conditions of the Primed
loan documents could result in a default and the forfeiture of the Primed Shares
to the lender.
On September 25, we voted to change our name from "Vidkid Distribution, Inc. to
IBX Group, Inc. The name change became effective on September 25, 2001.
When we use the term "VIDKID", we refer to IBX Group, Inc. unless the context
requires otherwise.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
Audited balance sheet of Primed Technologies, Inc. as of
December 31, 2000 and the related statements of operations and
accumulated deficit and cash flows for the years ended December
31, 2000 and 1999, are filed as Exhibit 99.1 to this amended
Current Report on Form 8-K.
(B) UNAUDITED INTERIM FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The unaudited balance sheet of Primed Technologies, Inc. as of
June 30, 2001 and the related statements of operations and cash
flows for the six months ended June 30, 2001, are filed as
Exhibit 99.2 to this amended Current Report on Form 8-K.
(C) EXHIBITS
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
IBX GROUP, INC.
By: /s/ Evan Brovenick
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Name: Evan Brovenick
Title: President
Date: November 9, 2001
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EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT NAME
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99.1 Primed Technologies, Inc.'s audited financial statements
regarding its past two fiscal years ending December 31, 2000
and 1999.
99.2 Primed Technologies, Inc.'s unaudited interim financial
statements as of June 30, 2001 and for the six months ended
June 30, 2001.
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