SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment to Form 8-K, filed June 25, 2003)

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES AND EXCHANGE ACT OF 1934

Date of Report: June 25, 2003

INSTANET, INC.

(Exact Name of Registrant as Specified in its Charter)

NEVADA

(State of Incorporation)

333-56250	84-1575085
(Commission File No.)	(I.R.S. Employer Identification Number)
480 South Holly Street, Denver, CO	80246
(Address of Principal Executive Offices)	(Zip Code)

(303) 316-8577

(Registrant’s Telephone Number)

Item 7. Financial Statements, Pro Forma Financial Information

The following unaudited pro forma combined statements of operations reflect the acquisition of VitaCube Systems, Inc. (“VitaCube”) by Instanet, Inc. (“Instanet”), through the exchange of stock, as if it had occurred on January 1, 2002. Instanet Inc. was formed January 2001 and was a development stage company.

The acquisition was accomplished on June 20, 2003 through the exchange of all of the outstanding common shares of VitaCube for 13,572,000 shares of Instanet common stock, representing a controlling interest in Instanet.

The acquisition of VitaCube is considered a reverse acquisition and accounted for under the purchase method of accounting. Under reverse acquisition accounting, VitaCube is considered the acquirer for accounting and financial reporting purposes, and acquired the assets and assumed the liabilities of Instanet. Under the purchase method of accounting, assets acquired and liabilities assumed are recorded at their fair values. No adjustments have been made in the pro forma balance sheet to the carrying values of the Instanet assets acquired or liabilities assumed since management believes that their carrying values approximate fair value.

Instanet Inc.

Proforma Condensed

Consolidated Statement of Operations

Six Months Ended June 30, 2003

	Instanet Inc.			VitaCube Systems Inc.			Pro Forma Adjustments		Pro Forma As Adjusted
	(unaudited)			(unaudited)
Revenue:
Sales	$	—		$	753,084		$	—	$	753,084
Less: Sales Discounts		—			(14,030	)		—		(14,030	)
Net Revenue		—			739,054			—		739,054
Cost of Goods Sold		—			272,331			—		272,331
Gross Profit		—			466,723			—		466,723
Expenses:
Selling and marketing		—			684,180			—		684,180
General and administrative		16,020			366,393			—		382,413
Depreciation and amortization		—			41,658			—		41,658
Total operating expenses		16,020			1,092,231			—		1,108,251
Interest expense		—			(91,929	)		—		(91,929	)
NET LOSS	$	(16,020	)	$	(717,437	)	$	—	$	(733,457	)
Net loss per share of common stock-basic and diluted	$	(0.01	)						$	(0.05	)
Weighted average number of common shares outstanding		15,101,667								15,101,667	(1)

Instanet Inc.

Proforma Condensed

Consolidated Statement of Operations

Year Ended December 31, 2002

	Instanet Inc.			VitaCube Systems Inc.			Pro Forma Adjustments		Pro Forma As Adjusted
Revenue:
Sales	$	—		$	1,010,300		$	—	$	1,010,300
Less: Sales Discounts		—			(26,743	)		—		(26,743	)
Net Revenue		—			983,557			—		983,557
Cost of Goods Sold		—			291,132			—		291,132
Gross Profit		—			692,425			—		692,425
Expenses:
Selling and marketing		—			1,178,619			—		1,178,619
General and administrative		14,127			792,168			—		806,295
Research and development		—			88,456			—		88,456
Depreciation and amortization		—			82,106			—		82,106
Total operating expenses		14,127			2,141,349			—		2,155,476
Interest expense		—			(156,928	)		—		(156,928	)
NET LOSS	$	(14,127	)	$	(1,605,852	)	$	—	$	(1,619,979	)
Net loss per share of common stock-basic and diluted	$	(0.01	)						$	(0.11	)
Weighted average number of common shares outstanding		1,508,000								15,080,000	(1)

4

Instanet Inc.

Proforma Condensed

Consolidated Statement of Operations

Year Ended December 31, 2002

(1) Proforma adjustments include the following:

The weighted average shares outstanding after the acquisition represents the issuance of 13,572,000 shares of common stock of Instanet to the shareholders of VitaCube. The weighted average shares outstanding were computed as if the shares issued in connection with the acquisition had been outstanding for the entire period.

SIGNATURE

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, thereunto duly authorized, in the City and County of Denver, State of Colorado, on August 18, 2003.

INSTANET, INC.
By:	/s/    Sanford D. Greenberg
	Sanford D. Greenberg