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) February 15, 2001
JANEX INTERNATIONAL, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Colorado 0-17927 84-1034251
--------------------------------------------------------------------------------
(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
1609 Fourth Street, Berkeley, CA 94710-1708
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (510) 524-7400
--------------------------
--------------------------------------------------------------------------------
(Former Name or Former Address, If Changed Since Last Report)
Total number of pages: 4
Exhibit index at page: 4
The Registrant hereby amends its Current Report on Form 8-K filed March
1, 2001 as follows:
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The required financial
statements with respect to the business acquisition described in Item 2 of the
Current Report on Form 8-K filed March 1, 2000 are set forth below.
DAMERT COMPANY
FINANCIAL STATEMENTS
FOR THE TWO YEARS ENDED DECEMBER 31, 2000
Report of Abrams and Company, P.C. Independent Auditors
The Board of Directors and Shareholders
DaMert Company
We have audited the accompanying balance sheet of DaMert Company, as of
December 31, 2000 and 1999, and the related statements of operations and
accumulated deficit, and cash flows for each of the two years then ended. 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 audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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 audits provide 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 DaMert Company as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for each of the two years then ended in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations,
continuing negative net worth, and has continued to experience a significant
decline in revenues. Further, the Company has nominal cash and is experiencing a
severe working capital deficiency. These factors raise substantial doubt about
its ability to continue as a going concern. Management's plans regarding those
matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ ABRAMS AND COMPANY, P.C.
Melville, New York
June 15, 2001
DAMERT COMPANY
BALANCE SHEETS
DECEMBER 31,
1999 2000
----------- -----------
ASSETS (all collateralized)
Current Assets:
Cash $ 524,450 $ 84,247
Accounts receivable (net) 483,631 710,337
Prepaid expenses 113,964 175,845
Inventory (net) 627,343 688,403
----------- -----------
Total Current Assets 1,749,388 1,658,832
Equipment (net) 490,395 377,302
----------- -----------
TOTAL ASSETS $ 2,239,783 $ 2,036,134
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Notes payable - bank $ 2,806,437 $ 2,799,748
Accounts payable and accrued expenses 376,226 1,022,920
Due to Futech Interactive Products, Inc. 81,000 81,000
Loan from shareholder 128,849 128,849
----------- -----------
Total Current Liabilities 3,392,512 4,032,517
Stockholders' Deficit:
Capital stock - no par value, authorized
5,000 shares, issued and outstanding 1,000
shares 10,000 10,000
Accumulated deficit (1,162,729) (2,006,383)
----------- -----------
Total Stockholders' Deficit (1,152,729) (1,996,383)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 2,239,783 $ 2,036,134
=========== ===========
See accompanying summary of accounting policies
and notes to financial statements.
DAMERT COMPANY
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------
1999 2000
----------- -----------
Net Sales $ 6,574,815 $ 5,186,317
----------- -----------
Cost of sales 3,847,782 3,004,211
Royalty expense 157,785 101,555
----------- -----------
Total Cost of Sales 4,005,567 3,105,766
----------- -----------
Gross Margin 2,569,248 2,080,551
----------- -----------
Operating Costs:
Product development 487,859 332,976
Selling, general, and administrative 2,406,436 2,022,843
Depreciation and amortization 199,740 239,965
----------- -----------
Total Operating Costs 3,094,035 2,595,784
----------- -----------
Loss from operations (524,787) (515,233)
Other expense - Interest (234,607) (328,421)
----------- -----------
Net Loss (759,394) (843,654)
Accumulated deficit, beginning of period (403,335) (1,162,729)
----------- -----------
Accumulated deficit, end of period $(1,162,729) $(2,006,383)
=========== ===========
See accompanying summary of accounting policies
and notes to financial statements.
DAMERT COMPANY
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------
1999 2000
--------- ---------
Cash flows from operating activities:
Net Loss $(759,394) $(843,654)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation 199,740 239,965
Provision for doubtful accounts 19,000 (39,000)
Write off of inventory (50,000) (267,000)
Changes in current assets and current liabilities:
Accounts receivable 261,959 (187,706)
Prepaid expenses 27,342 (61,881)
Inventory 352,654 205,940
Notes payable - bank 413,781 (6,689)
Accounts payable and accrued expenses 138,474 646,694
Due to Futech Interactive Products Inc. 81,000 --
--------- ---------
Net Cash Provided (Used) by Operating Activities 684,556 (313,331)
Cash flows from investing activities:
Purchases of property and equipment (212,440) (126,872)
--------- ---------
Net Cash Used by Investing Activities (212,440) (126,872)
Cash flows from financing activities: -- --
--------- ---------
Net Cash Used by Financing Activities -- --
Net change in cash and cash equivalents 472,116 (440,203)
Cash and cash equivalents, beginning of year 52,334 524,450
--------- ---------
Cash and cash equivalents, end of year $ 524,450 $ 84,247
========= =========
Supplemental cash flow information:
Interest paid $ 244,607 $ 140,556
Taxes paid $ 712 $ 800
See accompanying summary of accounting policies
and notes to financial statements.
DAMERT COMPANY
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
DaMert Company ("Company") is a designer, manufacturer and distributor
of specialty toy products. The Company's products are sold domestically
and internationally.
The financial statements have been prepared assuming the Company will
continue as a going concern. The Company has incurred significant
operating losses in the past several years, continuing negative net
worth, and negative working capital, and has continued to experience a
significant decline in revenues from approximately $6,800,000 in 1998
and $6,575,000 in 1999 to $5,186,000 in 2000. The Company has nominal
cash and is experiencing a severe working capital deficiency.
In 1999 and 2000, the company was actively engaged in merger
discussions. In February of 2001, the company was acquired by Janex
International, Inc. ("Janex"). The merger did not alleviate the
financial distress of the Company, as Janex was also in a distressed
financial condition.
In March of 2001, the Company entered into an Agreement For Purchase of
Accounts whereby the Company sold its interest in certain accounts
receivable in order to raise cash.
The Company's ultimate ability to continue as a going concern is
dependent upon an infusion of working capital and achievement of
profitability. Management believes that future financings will be
effected and the Company will return to profitability. Accordingly,
management believes that such steps will allow the Company to continue
in operation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is
determined by the average cost method.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is computed
principally by the straight-line method over the estimated useful lives
of the assets which range from three to ten years.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash
equivalents, prepaid expenses, inventory, and all short-term
obligations. The carrying value approximates their fair value based on
the liquidity of these financial instruments or based on their
short-term nature.
DAMERT COMPANY
NOTES TO FINANCIAL STATEMENTS
LONG-LIVED ASSETS
In accordance with Financial Accounting Standards Board Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of," the Company reviews its
long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Management performs ongoing business reviews and evaluates
impairment indicators based on qualitative and quantitative factors. If
it is determined that the carrying amount of an asset cannot be fully
recovered, an impairment loss is recognized. Management believes that
no impairment loss has occurred.
REVENUE RECOGNITION
The Company recognizes revenue upon shipment of the product to the
customer, with appropriate allowances made for estimated returns and
uncollectible accounts.
INCOME TAXES
The Company, with the consent of its shareholders, has elected under
the Internal Revenue Code to be an S corporation. In lieu of
corporation income taxes, the shareholders of an S corporation are
taxed on their proportionate share of the Company's taxable income.
Therefore, no provision or liability for federal income taxes has been
included in the financial statements.
PENSION PLAN
The Company has a 401K Plan for the benefit of the employees of the
Company. Under the provisions of the 401K, employees may make
contributions on a tax-deferred basis to their 401K accounts, up to the
legal limits provided for by United States income tax regulations. The
Company, at its discretion, may contribute a portion of the Company's
profits to the 401K. Such contributions are allocated between members
of the 401K plan based on a pre-stated formula. Employer contributions
vest with 401K participants at the rate of 20% per year, beginning in
year two and ending in year six of employment. The Company did not make
contributions to the 401K for 1999 and 2000.
NEW ACCOUNTING STANDARDS
The Financial Accounting Standards Board (FASB) has issued several
pronouncements and interpretations and the Securities and Exchange
Commission (SEC) has also issued several Staff Accounting Bulletins
(SAB). Certain of these pronouncements may have future applicability.
Statement of Financial Accounting Standards (SFAS) No. 132, "Employers
Disclosures about Pensions and other Postretirement Benefits,"
effective June 15, 2000, and No. 137, "Accounting for Derivative
Instruments and Hedging Activities," effective June 15, 2000, would not
have impacted the financial statements as the Company has not
participated in derivative transactions nor does the Company have a
defined benefit plan.
In December 1999, the SEC issued SAB No. 101, "Revenue Recognition in
Financial Statements". SAB 101 summarizes certain areas of the SEC's
views in applying generally accepted accounting principles to revenue
recognition in financial statements. The Company believes that its
current revenue recognition policies comply with SAB 101.
In March 2000, the FASB issued FASB Interpretation No. 44, "Accounting
for Certain Transactions Involving Stock Compensation", and
interpretations of Accounting Principles Board No. 25. This
interpretation is effective July 1, 2000. The effects of applying this
interpretation would be recognized on a prospective basis from July 1,
2000. The Company does not expect this release to apply to the Company.
DAMERT COMPANY
NOTES TO FINANCIAL STATEMENTS
In August 1999, the SEC issued SAB No. 99, "Materiality". SAB 99
provides that exclusive reliance on certain quantitative benchmarks to
assess materiality in preparing financial statements is inappropriate;
misstatements are not immaterial simply because they fall beneath a
numerical threshold. Management believes the company is in compliance
with SAB 99.
3. ACCOUNTS RECEIVABLE
Accounts receivable consists of the following:
1999 2000
---- ----
Accounts receivable $ 712,631 $ 900,337
Less: Allowance for doubtful
accounts (229,000) (190,000)
--------- ---------
$ 483,631 $ 710,337
========= =========
4. INVENTORY
Inventory consists of the following:
1999 2000
---- ----
Inventory $ 1,247,343 $ 1,041,403
Less: Allowance for slow moving and
obsolete inventory (620,000) (353,000)
----------- -----------
$ 627,343 $ 688,403
=========== ===========
5. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
1999 2000
---- ----
Molds $ 883,830 $ 975,782
Office equipment 367,794 400,818
Shipping equipment 56,768 58,664
----------- -----------
1,308,392 1,435,264
Less: Accumulated depreciation
and amortization (817,997) (1,057,962)
----------- -----------
$ 490,395 $ 377,302
=========== ===========
DAMERT COMPANY
NOTES TO FINANCIAL STATEMENTS
6. NOTES PAYABLE- BANK
Notes payable-bank consists of:
1999 2000
---- ----
Credit line $ 2,499,748 $ 2,499,748
Note 300,000 300,000
Equipment loan 6,689 --
----------- -----------
$ 2,806,437 $ 2,799,748
=========== ===========
CREDIT LINE AND NOTE
The Company's revolving credit line of $2,500,000 and note (notes) were
due on May 15, 1999 and January 31, 1999, respectively. On May 15,
1999, pursuant to a Letter Agreement, the maturity dates of both notes
were extended to June 30, 1999. Subsequently, the notes were again
extended to July 31, 1999, and then to September 20, 2000. The Company
was in default of the interest only payments under the loan
modification agreement of July 31, 1999, as interest was not paid as of
June 15, 2000.
The interest rates on the credit line and note were 3/4% over prime
(9.5% at December 31, 2000 and 8.5% at December 31, 1999) and 3.75%
over prime, respectively.
The notes required the Company to maintain certain financial covenants.
Such covenants were not met by the Company. The notes were guaranteed
by a stockholder/officer of the Company.
On November 8, 2000, the Company entered into a certain Settlement,
Exchange of Collateral and Release Agreement, pursuant to which certain
transactions between Janex International and the Company were to be
consummated by December 1, 2000. On February 15, 2001, the Company,
pursuant to a First Amended Settlement, Exchange of Collateral and
Release Agreement restructured the notes. (See Subsequent Events)
The maximum outstanding short-term debt was $2,799,748 and $2,999,748
for 2000 and 1999, respectively. The weighted average interest rate for
2000 and 1999 was 10.9% and 8.8%, respectively. The weighted average
interest rate is calculated by dividing the interest cost by the
weighted average debt outstanding during the year.
The collateral for the credit line and note are the assets of the
company.
TERM NOTE
The term note bears interest at 3/4% over prime. Principal is payable
at $1,672 per month through May 2000.
DAMERT COMPANY
NOTES TO FINANCIAL STATEMENTS
7. ACCRUED EXPENSES
Accrued expenses, included in accounts payable and accrued expenses,
consists of the following:
1999 2000
----- ----
Tooling $ 87,560 $ 74,839
Salaries and wages 23,143 18,141
Fringe benefits 31,826 58,165
Royalties and commissions 17,076 11,993
Sales tax and other 6,306 6,409
--------- ----------
$ 165,911 $ 169,547
========= ==========
8. NOTE PAYABLE-SHAREHOLDER
The note bears interest at 9%. The note is payable in equal monthly
installments of interest of $966 commencing April 1, 2001 with the
entire principal and unpaid interest due on or before June 1, 2001.
9. DUE TO FUTECH INTERACTIVE PRODUCTS INC.
In 1999, the Company was in merger discussions with Futech Interactive
Products, Inc. ("Futech"). During such time, Futech advanced the
Company $81,000 for working capital requirements.
Futech was a majority shareholder of Janex. Vincent Goett, Janex's
chairman, was President, Chief Executive Officer and a major
shareholder and creditor of Futech.
In February 2000, Futech filed for protection under Chapter 11 of the
United States Bankruptcy code. In January 2001, the US Bankruptcy Court
approved the sale.
10. CONCENTRATION OF SALES
In 1999 and 2000, one customer accounted for 5% and 10%, respectively,
of the Company's sales. In 1999 and 2000, five customers accounted for
20% and 22%, respectively, of the sales by the Company.
11. RENT
The Company leases office space through December 31, 2001. Rent expense
for the years ended 1999 and 2000 approximated $295,000 and $285,000,
respectively.
12. SUBSEQUENT EVENTS
A. ACQUISITION
In February 2001, the Company was merged into a new company, DaMert
Toys and Games, Inc., a wholly-owned subsidiary of Janex. In connection
with the acquisition, Janex paid the following consideration to the
shareholders of DaMert: (i) 2,000,000 shares of common stock; and (ii)
a promissory note in the approximate amount of $129,000 to an officer
of DaMert (in replacement of a note in the same amount owed by DaMert
to such officer). In addition, the bank debt was reduced to $1,300,000
in consideration of the following: (i) the issuance to the Bank of an
aggregate of 3,000,000 shares of Janex common stock, of which 1,500,000
shares were issued at the closing of the acquisition and the remaining
1,500,000 shares are issuable by June 15, 2001; (ii) $220,000 in cash
was paid (at or before the closing) to the bank in satisfaction of
certain indebtedness of DaMert; and (iii) a promissory note payable by
Janex, personally guaranteed by Vincent Goett, Janex's Chairman, in
the principal amount of $1,300,000 was issued to the bank. The note is
secured by certain assets of Janex. In addition, Janex issued options
to purchase an aggregate of 1,000,000 shares of the Company's common
stock, at a price of $.001 per share, to Fred and Gail DaMert (who are
employees of DaMert).
DAMERT COMPANY
NOTES TO FINANCIAL STATEMENTS
In the event that the quoted price of Janex's common stock does not
average at least $1.00 per share over a twenty-day trading period
during the 24 months following the closing, Janex will be obligated to
pay the shareholders of DaMert in the aggregate (in cash or stock at
their option) an amount equal to the excess of $1 million over the
product of 1 million and the highest 20 day average quoted price of the
common stock during the 24 months following the closing.
B. FINANCING
In March 2001, the Company entered into an agreement of Purchase of
Accounts whereby the Company sells its interest in certain accounts
receivable. The purchaser will advance 80% of the receivables sold with
the balance being retained by the purchaser subject to certain
provisions as to the collection period of the account(s) sold.
Unaudited Pro Forma Financial Data
The following unaudited pro forma financial data of Janex International, Inc.
and DaMert Company represent the unaudited pro forma consolidating statement of
operations for the year ended December 31, 2000, and the unaudited pro forma
consolidating balance sheet as of December 31, 2000.
The unaudited pro forma consolidating balance sheet as of December 31, 2000,
gives effect to the merger as if it occurred on December 31, 2000 and has been
adjusted to give effect to the following transactions:
1. Record release of debt ($2,987,612) from DaMert acquired by Janex
and the reduction of debt in accordance with the settlement
agreement
2. Record investment in DaMert ($1,754,500)
3. Reflect the excess of cost over book value of DaMert ($763,271)
The unaudited consolidating statement of operations for the year ended December
31, 2000, gives effect to the merger as if it had occurred on January 1, 2000
and has been adjusted to give effect to the following transactions:
4. Amortization of goodwill over 10 years ($10,000)
5. Interest saving on debt reduction ($314,838)
Janex International and Subsidiaries
Unaudited Proforma Consolidating Balance Sheet
December 31, 2000
DaMert Janex
Company International Subtotal
------- ------------- --------
Cash $ 84,247 $ 5,079 $ 89,326
Accounts Receivable (net) 710,337 710,337
Inventory (net) 688,403 688,403
Prepaid and Other 175,845 17,818 193,663
------------------ ---------------- ----------------
Total Current Assets 1,658,832 22,897 1,681,729
Property and Equipment (net) 377,303 377,303
Goodwill -
Investment in DaMert
------------------ ---------------- ----------------
Total Assets $ 2,036,135 $ 22,897 $ 2,059,032
================== ================ ================
Note Payable - Shareholder 128,849 128,849
Accounts Payable 853,374 1,361,423 2,214,797
Accrued Expenses 169,547 1,063,750 1,233,297
Notes Payable - Bank 2,799,748 331,943 3,131,691
Due to Futech Interactive Products, Inc. 81,000 1,606,199 1,687,199
Other Loans Payable 238,183 238,183
------------------ ---------------- ----------------
Total Liabilities 4,032,518 4,601,498 8,634,016
Preferred Stock - 569,022 569,022
Common Stock (net) 10,000 13,233,238 13,243,238
Paid in Capital - 554,517 554,517
Accumulated Deficit (2,006,383) (26,027,904) (28,034,287)
------------------ ---------------- ----------------
(1,996,383) (11,671,127) (13,667,510)
Due to Related Parties - 7,092,526 7,092,526
Due to Bank -
------------------ ---------------- ----------------
Total Liabilities and Shareholders' Deficit $ 2,036,135 $ 22,897 $ 2,059,032
================== ================ ================
Proforma
Adjustments Total
Debit Credit Proforma
----- ------ --------
Cash $ - (2) $ (220,000) $ (130,674)
Accounts Receivable (net) 710,337
Inventory (net) 688,403
Prepaid and Other 193,663
-----------------
Total Current Assets 1,461,729
Property and Equipment (net) 377,303
Goodwill (3) 763,271 763,271
Investment in DaMert (2) 1,754,500 (3) (1,754,500) -
-----------------
Total Assets $ 2,602,303
=================
Note Payable - Shareholder 128,849
Accounts Payable (1) 187,864 2,026,933
Accrued Expenses 1,233,297
Notes Payable - Bank (1) 300,000 (2) (1,300,000) 1,631,943
(1) 2,499,748
Due to Futech Interactive Products, Inc. 1,687,199
Other Loans Payable 238,183
-----------------
Total Liabilities 6,946,404
Preferred Stock 569,022
Common Stock (net) (3) 10,000 (2) (93,800) 13,397,388
(2) (70,350)
Paid in Capital 554,517
Accumulated Deficit (3) 981,229 (1) (2,987,612) (26,027,904)
-----------------
(11,506,977)
Due to Related Parties 7,092,526
Due to Bank (2) (70,350) 70,350
--------------- ------------------ -----------------
Total Liabilities and Shareholders' Deficit $ 6,496,612 $ (6,496,612) $ 2,602,303
=============== ================== =================
See accompanying notes to Unaudited Proforma Consolidating Balance Sheet.
Janex International and Subsidiaries
Unaudited Proforma Consolidating Statement of Operations
For the Year Ended December 31, 2000
Proforma
DaMert Janex Subtotal Adjustments Total
------ ----- -------- ----------- -----
Net Sales $ 5,186,317 $ 3,337 $ 5,189,654 $ 5,189,654
-------------- ------------- ------------- ---------------
Cost of sales 3,004,211 279 3,004,490 3,004,490
Royalty expense 101,555 89,245 190,800 190,800
-------------- ------------- ------------- ---------------
Total Cost of Sales 3,105,766 89,524 3,195,290 3,195,290
-------------- ------------- ------------- ---------------
Gross Margin 2,080,551 (86,187) 1,994,364 1,994,364
-------------- ------------- ------------- ---------------
Operating Costs:
Product development 332,976 332,976 332,976
Selling, general, and administrative 2,022,843 1,431,204 3,454,047 3,454,047
Stock based compensation 7,228,198 7,228,198 7,228,198
Depreciation and amortization 239,965 3,025 242,990 (4) 10,000 252,990
Impairment loss 270,662 270,662 270,662
-------------- ------------- ------------- ---------- ----------------
Total Operating Costs 2,595,784 8,933,089 11,528,873 10,000 11,538,873
-------------- ------------- ------------- ---------- ----------------
Loss from operations (515,233) (9,019,276) (9,534,509) (10,000) (9,544,509)
Other income (expense)
Interest (328,421) (28,512) (356,933) (5) 314,838 (42,095)
-------------- ------------- ------------- ---------- ----------------
Loss before income taxes (843,654) (9,047,788) (9,891,442) 304,838 (9,586,604)
Provision for income taxes (4,000) (4,000) (4,000)
-------------- ------------- ------------- ---------- ----------------
Net (Loss) $ (843,654) $ (9,051,788) $ (9,895,442) (6) $ 304,838 $ (9,590,604)
============== ============= ============= ========== ================
Basic and diluted net loss per share $ (0.54)
================
Weighted average shares outstanding:
Historical 14,246,388
Issuance of shares in connection with merger 3,500,000
----------------
Total weighted average shares outstanding 17,746,388
================
See accompanying notes to Unaudited Proforma
Consolidating Statement of Operations.
(b) Exhibit.
-------
Exhibit No. Description of Exhibit
2 Amended and Restated Agreement and
Plan of Merger*
--------
* Incorporated by reference to the Registrant's Current Report on Form 8-K filed
March 1, 2001.
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.
Janex International, Inc.
----------------------------------------------
(Registrant)
Date: June 20, 2001 /s/ Vincent Goett
----------------------------------------------
Vincent Goett
(President)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
2 Amended and Restated Agreement and Plan of
Merger*
----------
* Incorporated by reference to the Registrant's Current Report on Form 8-K filed
March 1, 2001.