8-K/A 1 a2025654z8-ka.txt 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) May 18, 2000 -------------------------------- THE FINANCIAL COMMERCE NETWORK, INC. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) NEVADA 0-27971 22-2582276 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 63 Wall Street, New York, New York 10005 -------------------------------------------------------------------------------- (Address if Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 742-9870 ----------------------------- N/A -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) This form 8-K/A of The Financial Commerce Network, Inc. (the "Company") constitutes Amendment No. 1 to the Company's Current Report on Form 8-K (the "Original Form 8-K") which was filed with the Securities and Exchange Commission (the "SEC") on August 18, 2000. This amendment sets forth the information required by Items 7(a) and 7(b) omitted from the Original Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired In accordance with Rule 210.3-05(b) of Regulation S-X the historical statements covering the period from May 12, 1999 (date of inception) to December 31, 1999 are attached to this report. (b) Proforma Financial Information The following unaudited pro forma condensed consolidated financial statements (the "Pro Forma Financial Statements") are based on the historical financial statements of The Financial Commerce Network, Inc. and Subsidiaries and StockChicken.com, Inc. (collectively "The Financial Commerce Network, Inc. and Subsidiaries"), adjusted to give effect to the acquisition by The Financial Commerce Network, Inc. and Subsidiaries of StockChicken.com, Inc. The Unaudited Pro Forma Condensed Consolidated Statements of Operations give effect to the acquisition as if it had occurred as of May 12, 1999 (date of inception). The acquisition and the related adjustments are described in the accompanying notes. The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable. The Pro Forma Financial Statements do not purport to represent what The Financial Commerce Network, Inc. and Subsidiaries' results of operations would actually have been had the acquisition in fact occurred on such date or to project The Financial Commerce Network, Inc. and Subsidiaries' results of operations for any future period or date. The Pro Forma Financial Statements should be read in conjunction with the historical financial statements of The Financial Commerce Network, Inc. and Subsidiaries and StockChicken.com, Inc. and the "Management's Discussion and Analysis of Financial Condition and Results of Operations." The acquisition will be accounted for using the purchase method of accounting. Upon acquisition, the purchase price of the acquisition of StockChicken.com, Inc. will be allocated to the tangible and intangible assets and liabilities of StockChicken.com, Inc. based upon their respective fair values. 2 THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

3 THE FINANCIAL COMMERCE NETWORK, INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

4 NOTES TO PRO FORMA FINANCIAL STATEMENTS The unaudited pro forma condensed consolidated statements of operations give effect to the acquisition of StockChicken.com, Inc. by The Financial Commerce Network by combining the respective Statements of Operations of the two companies for the period May 12, 1999 (date of inception) to December 31, 1999 and the six months ended June 30, 2000. The acquisition was accounted for using the "purchase" method of accounting. Therefore, the aggregate consideration paid in connection with the acquisition was allocated to StockChicken.com's assets and liabilities based on their fair market values with the excess consideration treated as goodwill. The purchase price will be paid with the issuance of 200,000 restricted shares of common stock valued at $400,000. The common stock was valued at the minimum value of $2.00 per share in accordance with the reset provision in the agreement. (1) To reflect goodwill amortization of $20,000 for the period May 12, 1999 (date of inception) to December 31, 1999 and $15,000 for the six months ended June 30, 2000. (2) To reflect the increase in shares as if the 200,000 shares issued to purchase StockChicken.com had been outstanding since May 12, 1999 (date of inception). (3) To reflect the loss of StockChicken.com from May 18, 2000 to June 30, 2000 of $12,426 which is already included in the loss of The Financial Commerce Network and Subsidiaries for the period ended June 30, 2000. 5 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. THE FINANCIAL COMMERCE NETWORK, INC. Date: September 13, 2000 By: /s/ Ara Proudian ------------------------------- Ara Proudian President 6 STOCKCHICKEN.COM, INC. (A Development Stage Company) FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT DECEMBER 31, 1999 STOCKCHICKEN.COM, INC, (A Development Stage Company) CONTENTS ================================================================================ INDEPENDENT AUDITORS' REPORT F-1 FINANCIAL STATEMENTS Balance Sheet F-2 Statement of Operations F-3 Statement of Stockholders' Deficit F-4 Statement of Cash Flows F-5 Notes to Financial Statements F-6-F-7

INDEPENDENT AUDITORS' REPORT Board of Directors StockChicken.com, Inc. (A Development Stage Company) We have audited the accompanying balance sheet of StockChicken.com, Inc. (A Development Stage Company) as of December 31, 1999, and the related statements of operations, stockholders' deficit, and cash flows for the period May 12, 1999 (date of inception) to December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of StockChicken.com, Inc. (A Development Stage Company) as of December 31, 1999, and the results of their operations and their cash flows for the period May 12, 1999 (date of inception) to December 31, 1999, in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company is in the development stage and the Company's ability to continue in the normal course of business is dependent upon the success of future operations. The Company has a working capital deficit and a stockholders' deficit, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ ROTHSTEIN, KASS & COMPANY, P.C. Roseland, New Jersey September 12, 2000 F-1 STOCKCHICKEN.COM, INC, (A Development Stage Company) BALANCE SHEET ================================================================================ DECEMBER 31, 1999 -------------------------------------------------------------------------------- ASSET CURRENT ASSET, cash $ 795 ============= LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses $ 20,562 Other current liabilities 885 ------------- Total current liabilities 21,447 ------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' DEFICIT Preferred stock, no par value, authorized 5,000,000 shares, none issued Common stock, no par value, authorized 50,000,000 shares, issued and outstanding 5,000,000 shares 1,000 Accumulated deficit (21,652) ------------- Total stockholders' deficit (20,652) ------------- $ 795 =============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. F-2 STOCKCHICKEN.COM, INC, (A Development Stage Company) STATEMENT OF OPERATIONS ================================================================================ PERIOD MAY 12, 1999 (DATE OF INCEPTION) TO DECEMBER 31, 1999 -------------------------------------------------------------------------------- EXPENSES Hosting fees $ 18,176 Travel and entertainment 989 Incorporation fees 724 Communications 423 Interest expense 93 Other 1,247 ------------- NET LOSS $ (21,652) =============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. F-3 STOCKCHICKEN.COM, INC, (A Development Stage Company) STATEMENT OF STOCKHOLDERS' DEFICIT ================================================================================ PERIOD MAY 12, 1999 (DATE OF INCEPTION) TO DECEMBER 31, 1999 --------------------------------------------------------------------------------

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. F-4 STOCKCHICKEN.COM, INC, (A Development Stage Company) STATEMENT OF CASH FLOWS ================================================================================ PERIOD MAY 12, 1999 (DATE OF INCEPTION) TO DECEMBER 31, 1999 -------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (21,652) Adjustments to reconcile net loss to net cash used in operating activities: Increase in accounts payable and accrued expenses 20,562 Increase in other current liabilities 885 ------------- NET CASH USED IN OPERATING ACTIVITIES (205) NET CASH PROVIDED BY FINANCING ACTIVITIES, Sales of common stock 1,000 ------------- NET INCREASE IN CASH AND CASH, END OF PERIOD $ 795 =============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. F-5 STOCKCHICKEN.COM, INC, (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS ================================================================================ 1. NATURE OF BUSINESS StockChicken.com, Inc. was incorporated in the State of Florida in May 1999 for the purpose of providing investment education, financial newsletters, real-time quotes, research reports and other services via its Stockchicken.com web site. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES INCOME TAXES The Company complies with Statement of Financial Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes". SFAS 109 requires the recognition of deferred tax assets and liabilities for both the expected future tax impact of differences between the financial statement and tax bases of assets and liabilities, and for the expected future tax benefit to be derived from tax loss carryforwards. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company's stockholders have elected to treat the Company as an "S" Corporation for federal and state income tax purposes. Accordingly, the individual stockholders are liable for federal and state income taxes on corporate income and receive the benefit of allowable corporate loss. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company is in the development stage and the Company's ability to continue in the normal course of business is dependent upon the success of future operations. The Company has a working capital deficit and a stockholders' deficit, which raise substantial doubt about its ability to continue as a going concern. Management plans to eliminate future debt through a consolidation of services, currently offered on the web-site, with the services offered with The Financial Commerce Network, Inc. Specifically consolidating and transferring the portal to the joint venture web-hosting facility, Harborzone. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. F-6 STOCKCHICKEN.COM, INC, (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS ================================================================================ 4. SUBSEQUENT EVENTS Effective March 29, 2000, StockChicken.com, Inc. entered into a 5,000 for 1 stock split, thereby increasing the number of outstanding shares of the Company's common stock to 5,000,000 and the number of authorized shares to 50,000,000. The financial statements give retroactive effect to the stock split. In connection with this agreement, the Company is also authorized to issue 5,000,000 shares of preferred stock and changed its common stock to no par value. During March and April 2000, the Company sold 6,250,000 shares of its common stock for $5,250. During May 2000, the Company issued 100,000 shares of its common stock in contemplation of a financing transaction. The proceeds from the issuance were returned to the purchaser. During May 2000, TFCN issued 200,000 shares of its restricted common stock in exchange for all the issued and outstanding shares of the Company's common stock. The shares will be issued to the stockholders of StockChicken.com with a valuation of $2.00 per share. The acquisition has a "reset" provision that provides on the sixth month anniversary of the closing, if the price of TFCN common stock is below a $2.00 bid price for five consecutive trading days, then the selling shareholders will be given an additional number of TFCN common shares to offset the price.

FINANCIAL COMMERCE NETWORK INC 8-K/A