0001116502-01-501175.txt : 20011009 0001116502-01-501175.hdr.sgml : 20011009 ACCESSION NUMBER: 0001116502-01-501175 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000615 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRAVLANG INC CENTRAL INDEX KEY: 0000742686 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 133174562 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14026 FILM NUMBER: 1749321 BUSINESS ADDRESS: STREET 1: 7000 W PALMETTO PARK RD STREET 2: SUITE 501 CITY: BOCA RATON STATE: FL ZIP: 33433 BUSINESS PHONE: 5616209202 MAIL ADDRESS: STREET 1: 7000 W PALMETTO PARK RD STREET 2: SUITE 501 CITY: BOCA RATON STATE: FL ZIP: 33433 FORMER COMPANY: FORMER CONFORMED NAME: DALTEX MEDICAL SCIENCES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: II GROUP INC DATE OF NAME CHANGE: 20000124 8-K/A 1 travlang8k.txt CURRENT REPORT 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): June 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 ii Group, 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. 2 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: September 28, 2001 By: /s/ Howard Brummer ------------------ Howard Brummer, President 3 Board of Directors Travlang, Inc. Boca Raton, FL We have audited the accompanying balance sheet of Silicon Ventures, Inc. (a development stage company) as of March 31, 2000, and the related statements of income and accumulated deficit, and cash flows for the period from inception October 14, 1999 to March 31, 2000. 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 Silicon Ventures, Inc. (a development stage company) as of March 31, 2000, and the results of its operations and its cash flows for the period from inception October 14, 1999 to March 31, 2000 in conformity with generally accepted accounting principles. /s/ Miller and Co., LLP ------------------------------ Santa Monica, California September 19, 2001 F-1 SILICON VENTURES, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET MARCH 31, 2000 ================================================================================ ASSETS CURRENT ASSETS Cash $ 30,124 Accounts receivable 40,246 -------- TOTAL CURRENT ASSETS $ 70,370 INVESTMENTS -- PROPERTY AND EQUIPMENT Furniture 24,308 Less: Accumulated depreciation (620) -------- PROPERTY AND EQUIPMENT, NET 23,688 OTHER ASSETS Organization costs 1,490 Less: Accumulated amortization (149) -------- TOTAL OTHER ASSETS 1,341 -------- TOTAL ASSETS $ 95,399 ======== The accompanying notes are an integral part of these statements F-2 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 16,622 State income taxes payable 500 Loan payable - related party 990 -------- TOTAL CURRENT LIABILITIES 18,112 SHAREHOLDERS' EQUITY Common stock, 50,000,000 shares authorized, 11,559,776 shares issued and outstanding, par value $.001 $ 11,560 Additional paid in capital 381,440 Deficit accumulated during development stage (279,713) Unrealized loss - investments (36,000) --------- TOTAL SHAREHOLDERS' EQUITY 77,287 -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 95,399 ======== The accompanying notes are an integral part of these statements F-3 SILICON VENTURES, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT PERIOD FROM INCEPTION OCTOBER 14, 1999 TO MARCH 31, 2000 ================================================================================ REVENUES $ 40,246 OPERATING EXPENSES Advertising $ 1,790 Consulting 217,227 Depreciation and amortization 769 Equipment lease 6,084 Miscellaneous 249 Office supplies 2,108 Parking 1,122 Payroll taxes 1,059 Postage and delivery 1,067 Printing and copying 1,137 Professional services 9,604 Rent 16,623 Repairs and maintenance 1,050 Salaries and wages 10,000 Telephone 803 Travel 3,698 -------- TOTAL EXPENSES 274,390 ---------- LOSS FROM OPERATIONS (234,144) OTHER INCOME (EXPENSES) Interest income $ 952 Loss on early termination of lease contracts (45,971) -------- TOTAL OTHER INCOME (EXPENSES) (45,019) ---------- LOSS BEFORE PROVISION FOR INCOME TAXES (279,163) PROVISION FOR INCOME TAXES 550 ---------- NET LOSS (279,713) ACCUMULATED DEFICIT - inception -- ---------- ACCUMULATED DEFICIT - end of period $ (279,713) ========== The accompanying notes are an integral part of these statements F-4 SILICON VENTURES, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS PERIOD FROM INCEPTION OCTOBER 14, 1999 TO MARCH 31, 2000 ================================================================================ CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(279,713) --------- Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 769 Consulting services in exchange for common stock 25,000 Changes in assets and liabilities: Accounts receivable (40,246) Accounts payable 16,622 State income taxes payable 500 --------- TOTAL ADJUSTMENTS 2,645 --------- NET CASH USED IN OPERATING ACTIVITIES (277,068) --------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of furniture (24,308) Organization costs (600) --------- NET CASH USED IN INVESTING ACTIVITIES (24,908) --------- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock and additional paid in capital 332,000 Proceeds from loan payable - related party 100 --------- NET CASH PROVIDED BY FINANCING ACTIVITIES 332,100 --------- NET INCREASE IN CASH 30,124 CASH - inception -- --------- CASH - end of year and development stage $ 30,124 ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Income taxes paid $ 50 ========= Interest paid $ -- ========= NON-CASH INVESTING AND FINANCING ACTIVITIES: A related party advanced organization costs on behalf of the Company amounting to $890. Common stock and additional paid in capital were issued in exchange for private securities valued at $36,000 and consulting services valued at $25,000. The accompanying notes are an integral part of these statements F-5 SILICON VENTURES, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 ================================================================================ NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of business and development stage Silicon Ventures, Inc. ("The Company") was incorporated in the State of Delaware and has been in the development stage since its formation on October 14, 1999. The Company was formed as an Internet consulting firm in which it provided strategic professional services to its clients in exchange for equity and cash consideration. Use of estimates in preparation of financial statements The preparation of the accompanying financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that directly affect the results of reported assets, liabilities, revenue, and expenses. Actual results could vary from these estimates. Property and equipment Property and equipment are stated at cost. Depreciation is computed using straight-line or accelerated methods over estimated useful lives, which range from 5 to 10 years. Expenditures for maintenance and repairs are charged to expense as incurred. Major additions are capitalized. Advertising and start-up costs The Company expenses advertising and start-up costs as they are incurred. Income taxes The Company is incorporated in the State of Delaware. The Company paid franchise taxes and filing fees to State of Delaware. The Company will also pay a minimum franchise tax for the privilege of doing business in California. Tax accruals have been made for the minimum California franchise tax but no federal income tax accruals have been made as a result of the current period's loss. Investments The Company accounts for investments under SFAS No. 115 "Accounting for Certain Investments in Debt and Equity Securities," which classifies investments as trading securities, available for sale securities, and held to maturity securities. SFAS No. 115 requires unrealized holding gains and losses for available-for-sale securities to be excluded from earnings and reported as a net amount in a separate component of shareholders' equity until realized. The cost and approximate fair value of securities held for investments are: Unrealized Fair Cost Loss Value ------------- ------------- ------------- Private securities 36,000 36,000 -- As an initial capitalization, the above mentioned private securities were contributed in exchange for Company's common stock. The majority of these private securities were owned by a related party. As of September 19, 2001 the fair market of these securities is zero. F-6 SILICON VENTURES, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 ================================================================================ NOTE B - RELATED PARTIES As of March 31, 2000, the majority of the Company's accounts receivable were due from a related party for consulting services. Subsequently these receivables were collected. Included in consulting expenses of $217,227 is approximately $30,000, which was paid to related parties. Loan payable to Elite Business Formations, Ltd ("Elite"), a related party, of $990 is payable on demand, with no stated interest. Elite advanced organization cost on behalf of the Company. Elite also provided credit facilities and entered into various transactions on behalf of the Company. NOTE C - COMMITMENTS Lease commitments Elite entered into leases for office space, telephone system, copier, and computer equipment, and concurrently entered into a sublease with the Company on equivalent terms. The Company assumed all the liabilities as a sub-lessee. The Company entered into a five-year sublease agreement for office space in Los Angeles, California. The lease commenced on February 15, 2000 and will expire on February 28, 2005. The Company paid a security deposit of $43,441, and the monthly payments are $6,433 due on the first day of each month. The Company entered into a three-year sublease agreement for computer equipment. The lease commenced on February 12, 2000 and will expire on February 12, 2003. The monthly payment is $384. The Company entered into a five-year sublease agreement for a copier machine. The lease commenced in February 2000 and will expire in February 2005. The monthly payment is $270. The Company entered into two-year sublease agreement for a telephone system. The lease commenced on February 8, 2000 and will expire on February 8, 2002. The Company paid a security deposit of $2,530, and the monthly payments are $524. The following are the future minimum lease payments for the above mentioned sublease contracts for the years ending March 31: Office Year Space Equipment Total ----------- --------- ---------- ---------- 2001 $ 77,193 $ 14,218 $ 91,411 2002 77,193 13,171 90,364 2003 77,193 7,348 84,541 2004 77,193 3,245 80,438 2005 70,761 2,704 73,465 --------- --------- --------- $ 379,533 $ 40,686 $ 420,219 ========= ========== ========= F-7 SILICON VENTURES, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 ================================================================================ NOTE C - COMMITMENTS (Continued) Subsequently, the Company was in default of all of the sublease contracts. As a result, Elite took possession of the facility and equipment and the Company forfeited its security deposits. Note D - Disclosure of Information about Capital Structure The Company's capital structure is as follows: Common stock:
Issued and Authorized Outstanding Common Additional Shares Shares Stock Paid in Capital ------------- ------------- ---------- --------------- Inception -- $ -- $ -- Issued 50,000,000 11,559,776 11,560 381,440 ------------- ------------- ---------- ----------- Balance, March 31, 2000 50,000,000 11,559,776 $ 11,560 $ 381,440 ============= ============= ========== ===========
As of March 31, 2000, the Company had issued only one class of common stock with no pre-emptive rights or liquidating preferences. Subsequently, the Company raised capital investments of $612,500 from various investors, the proceeds of which were used for operations. The expenses include $125,000, which was paid to related parties. The Company has not declared or paid any dividends on its common stock. The Board of Directors does not contemplate the payment of dividends in the foreseeable future. NOTE E - SUBSEQUENT EVENTS On May 24, 2000, the Company merged with the publicly traded company II Group, Inc. ("IIGR"). The terms of the merger involved a reverse triangular merger, the effect of which is the Company became a wholly owned subsidiary of IIGR. The merger is intended to be a tax-free reorganization pursuant to the provision of Section 368(a)(1) of the Internal Revenue Code. F-8