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7-Sep-2004

Change in Assets, Financial Statements and Exhibits

ITEM 2.01 COMPLETION OF OR DISPOSITION OF ASSETS.
Effective as of April 27, 2004 the Company purchased substantially all of the operating assets of American Card Services, Inc., a Delaware corporation ("ACS Delaware"), and its subsidiaries for 3,570,000,000 shares of the Company's common stock, $.001 par value per share, and the assumption of approximately $1,522,250 of liabilities. Such 3,570,000,000 shares of common stock equaled approximately 85% of the issued and outstanding shares of common stock of the Company on April 27, 2004. The assets the Company purchased from ACS Delaware includes, but is not limited to, the rights to a debit card product that can be purchased and loaded at retail merchants.

This amended Form 8-K is being filed to provide, pursuant to Item 9.01 below, the historical financial statements and related notes for ACS Delaware and to include pro forma financial information of the Company giving effect to the acquisition of substantially all of the assets and liabilities of ACS Delaware.

ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.

(i) Consolidated balance sheets of ACS Delaware for the 3 months ended March 31, 2004 (unaudited) and as of December 31, 2002 and 2003, consolidated statements of operations, shareholder's equity, and cash flows of ACS Delaware for the 3 months ended March 31, 2004 (unaudited) and as of December 31, 2002 and 2003, together with related notes and the report of independent accountants, are filed herewith as Exhibit 99.1 and incorporated herein by reference.

(b) Pro Forma Financial Information.

Unaudited pro forma combined condensed balance sheet of the Company as of December 31, 2003, and unaudited pro forma combined condensed statements of operations of the Company for the twelve months ended December 31, 2003, and for the 3 months ended March 31, 2004 together with related notes, are filed herewith as Exhibit 99.2 and incorporated herein by reference.

(c) Exhibits.

2.1 Asset Purchase Agreement, dated as of April 21, 2004, by and between the Company and ACS Delaware. Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and schedules referred to in the Asset Purchase Agreement are omitted. The Registrant hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request. Previously filed as the same numbered exhibit to the initial filing of this report.

99.1 Consolidated balance sheets of ACS Delaware for the 3 months ended March 31, 2004 (unaudited) and as of December 31, 2002 and 2003, consolidated statements of operations, shareholder's equity, and cash flows of ACS Delaware for the 3 months ended March 31, 2004 (unaudited) and as of December 31, 2002 and 2003, together with related notes and the report of independent accountants. Filed herewith.

99.2 Unaudited pro forma combined condensed balance sheet of the Company as of December 31, 2003, and unaudited pro forma combined condensed statements of operations of the Company for the twelve months ended December 31, 2003, and for the 3 months ended March 31, 2004, together with related notes. Filed herewith.

do your own DD

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Originally posted by BizSoft:
Down 33% today

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Don't know what to do with it.

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Originally posted by 21jason21:
Back up

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