8-K/A 1 f8k063002_amd1.txt FORM 8-K/A AMD NO. 1 (6-30-02) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 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 30, 2002 CIROND TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) COLORADO 0-23871 84-1434323 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 5512 E. HASTINGS STREET, SUITE 202, BURNABY, BRITISH COLUMBIA V5B 1R3 CANADA (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (604) 205-5039 CROSSNET COMMUNICATIONS, INC. 14500 NORTH NORTHSIGHT BOULEVARD, SUITE 213, SCOTTSDALE, ARIZONA 85260 (Former name or former address, if changed since last report) ITEM 1. CHANGES IN CONTROL OF REGISTRANT See the disclosure in Item 5 below. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS See the disclosure in Item 5 below. ITEM 3. BANKRUPTCY OR RECEIVERSHIP Not applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Not applicable. ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE Effective June 30, 2002, the registrant closed its acquisition of Cirond Networks, Inc., a privately-held Nevada corporation ("CNI"), pursuant to the terms of a Share Exchange Agreement dated May 15, 2002 (the "Share Exchange Agreement"). At June 30, 2002, the registrant was essentially a shell company without substantive operations. CNI is now a wholly-owned subsidiary of the registrant. The registrant changed its name to Cirond Technologies Inc. ("Cirond") on June 30, 2002. Prior to the share exchange the registrant effected a 1-for-16.52481235 reverse stock split of the outstanding shares of its common stock. Pursuant to the Share Exchange Agreement, on June 30, 2002, the registrant issued 14,740,250 (post-reverse split) shares of its common stock to the shareholders of CNI in consideration for all the issued and outstanding common shares of CNI. There are 16,440,257 shares of common stock of the registrant issued and outstanding as at August 14, 2002. As the former shareholders of CNI obtained control of Cirond through the share exchange, this transaction has been accounted for as a recapitalization transaction. Under recapitalization accounting, CNI is considered to have issued common shares for consideration equal to the net tangible assets of Cirond with the results of Cirond operations being included in the consolidated financial statements from the date of recapitalization on June 30, 2002. The new CUSIP number for the common stock is 17276N 10 0. The new trading symbol on the OTC Bulletin Board is CRDT. Upon the closing of the acquisition, Nicholas Miller, age 50, was appointed as the sole officer and director. Mr. Miller is an entrepreneur who has founded a number of private and publicly traded companies in the software, wireless, and Internet sectors. Mr. Miller's wide ranging experience as a high technology executive includes over 20 years of direct operations responsibility, along with considerable experience in sales, marketing 2 and technology start-ups. From June 1996 to February 1998, Mr. Miller served as the Chairman of the Board, Secretary, Treasurer and a director of DataLink Systems Corporation (now Semotus Solutions Inc.), a company in the wireless information services sector, based in San Jose, California. Semotus Solutions is publicly traded on the American Stock Exchange (AMEX: DLK). Mr. Miller had founded DataLink's wholly-owned Canadian subsidiary, DSC DataLink Systems, in June 1993. From February 1987 until June 1993, he was the owner and President of Arundel Holdings Inc., a management consulting company which provided consulting services to emerging growth companies in the United States and Canada. From June 1987 until May 1988, he served as President of two companies: Tai Capital Corporation, a U.S. and Canadian based holding company specializing in the syndication of limited partnerships and in the financing of emerging growth companies; and Accessgroup, a company specializing in financial communications for public emerging growth and resource based companies. From February 1984 until February 1987, he was President and founder of Sona Systems Corporation, a company engaged in developing and marketing microcomputer software products. From March 1982 until February 1984, he was President and founder of Canada Microsystems Ltd., a wholesale distributor and developer of microcomputer based software products. Mr. Miller also recently served as a Director of Ezenet Technologies (acquired by Cognicase), Workfire Technologies (acquired by Packeteer Inc.), and was an initial founder of TalkStar Inc. (now E-Voice Inc., acquired by AOL Time Warner). Mr. Miller is also Vice-Chairman and a Director of Mulgrave School, an independent school based in West Vancouver, Canada. (Mr. Miller was instrumental in assisting Mulgrave to become one of the first schools in North America to implement a campus-wide WLAN network and a related laptop program). Mr. Miller is the holder of two US patents related to wireless technology and the Internet. As of June 30, 2002, the executive offices of the registrant have been moved to the facilities of CNI in Burnaby, British Columbia. Founded in March 2001 as a Nevada corporation by Nicholas Miller, CNI is a developer of technologies designed to enhance the performance and security of wireless networking technologies, with an initial specific focus on 802.11b Wireless Local Area Network (WLAN) technology. CNI proposes to offer products incorporating its proprietary technology that will be applicable to all segments of the WLAN marketplace. CNI's proposed products will address the following aspects of WLAN technology: site set-up, deployment and network optimization, and network security. CNI conducts its research and development activities through its subsidiary, Cirond Networks (Canada) Inc., a British Columbia corporation. As of June 15, 2002, CNI had 5 employees, all of which were full-time. None of the employees is represented by any labor unions. 3 Except as otherwise noted, the following table sets forth certain information with respect to beneficial ownership of the registrant's shares anticipated as a result of the acquisition transaction with CNI: (a) each stockholder known to be the beneficial owner of more than five percent, in the aggregate, of the outstanding registrant's shares, (b) each director and executive officer of the registrant as of the date hereof, and (c) all executive officers and directors as a group.

ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS Not applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired: The audited financial statements of CNI as of and for the period ending December 31, 2001 are filed herewith. (b) Pro forma financial information: Filed herewith. (c) Exhibits: REGULATION S-K NUMBER DOCUMENT 2.1 Share Exchange Agreement between Crossnet Communications, Inc. and Cirond Networks, Inc. dated May 15, 2002* 3.1 Articles of Amendment to Articles of Incorporation* 99.1 Audited Financial Statements of Cirond Networks, Inc. for the period ended December 31, 2001 4 99.2 Unaudited Pro Forma Combined Financial Information for Cirond Technologies Inc. (formerly Crossnet Communications, Inc.) and Subsidiaries ------------------ *filed previously ITEM 8. CHANGE IN FISCAL YEAR Not applicable. ITEM 9. REGULATION FD DISCLOSURE Not applicable. 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. CIROND TECHNOLOGIES INC. August 15, 2002 By: /s/ NICHOLAS MILLER ---------------------------------------- Nicholas Miller, President 5 EXHIBIT 99.1 AUDITED FINANCIAL STATEMENTS OF CIROND NETWORKS, INC. FOR THE PERIOD ENDED DECEMBER 31, 2001 Financial Statements of CIROND NETWORKS, INC. (A Development Stage Enterprise) Period from inception (March 7, 2001) to December 31, 2001 INDEPENDENT AUDITORS' REPORT To the stockholders of Cirond Networks, Inc. We have audited the accompanying balance sheet of Cirond Networks, Inc. (a Development Stage Enterprise) as of December 31, 2001, and the related statements of loss, stockholders' deficiency and comprehensive loss and cash flows for the period from inception (March 7, 2001) to December 31, 2001. 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 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 audit 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 Cirond Networks, Inc. as at December 31, 2001, and the results of its operations and its cash flows for the period from inception (March 7, 2001) to December 31, 2001, 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 2(a) to the financial statements, the Company has generated no revenues, has incurred a loss since inception and has a working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also discussed in note 2(a). The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ KPMG, LLP Chartered Accountants Kelowna, Canada July 4, 2002 CIROND NETWORKS, INC. (A Development Stage Enterprise) Balance Sheet $ United States December 31, 2001

See accompanying notes to financial statements. Approval on behalf of the Board: ______________________ Director ______________________ Director CIROND NETWORKS, INC. (A Development Stage Enterprise) Statement of Loss $ United States ================================================================================ From inception (March 7, 2001) to December 31, 2001 -------------------------------------------------------------------------------- Expenses Office and administrative $ 466 Professional fees 5,000 ----------------------------------------------------------------------------- 5,466 -------------------------------------------------------------------------------- Loss $ (5,466) ================================================================================ Weighted average number of common shares outstanding, basic and diluted 14,341,667 Loss per share, basic and diluted $ (0.00) ================================================================================ See accompanying notes to financial statements. CIROND NETWORKS, INC. (A Development Stage Enterprise) Statement of Stockholders' Deficiency and Comprehensive Loss $ United States Period from inception (March 7, 2001) to December 31, 2001

See accompanying notes to financial statements. CIROND NETWORKS, INC. (A Development Stage Enterprise) Statement of Cash Flows $ United States ================================================================================ From inception (March 7, 2001) to December 31, 2001 -------------------------------------------------------------------------------- Cash provided by (used in): Operations: Loss $ (5,466) Changes in non-cash working capital: Accounts payable and accrued liabilities 5,466 ----------------------------------------------------------------------------- - Financing: Issue of common stock for cash 1,434 ----------------------------------------------------------------------------- 1,434 -------------------------------------------------------------------------------- Increase in cash 1,434 Cash, beginning of period - -------------------------------------------------------------------------------- Cash, end of period $ 1,434 ================================================================================ Supplementary information Interest paid $ - Income taxes paid $ - ================================================================================ See accompanying notes to financial statements. CIROND NETWORKS, INC. (A Development Stage Enterprise) Notes to Financial Statements $ United States Period from inception (March 7, 2001) to December 31, 2001 ================================================================================ 1. BASIS OF PRESENTATION: Cirond Networks, Inc. (the "Company") was incorporated under the laws of the state of Nevada. The Company's principle business activities include the development and marketing of solutions for wireless networking designed to enhance the usability, performance, and security of 802.11b and 802.11a (WiFi) Wireless Local Area Networks (WLAN). The Company is primarily targeting enterprises and institutional customers requiring the use of wireless networks. To December 31, 2001, the Company has not generated revenues and is continuing to develop its business model. Accordingly, the Company is in the development stage for financial reporting purposes. 2. SIGNIFICANT ACCOUNTING POLICIES: a) Going concern These financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of business. The application of the going concern concept is dependent upon the Company's ability to generate future profitable operations and receive continued financial support from its shareholders and other investors. These financial statements do not give effect to any adjustment should the Company be unable to continue as a going concern and therefore, be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts differing from those reflected in the financial statements. As shown in the financial statements, the Company has generated no revenues, has incurred a loss for the period since inception of $5,466, and has a working capital deficiency of $4,032 at December 31, 2001. Management plans to rely on equity financing from external investors (see note 3(b)), and to actively develop and market its wireless technology applications. Management believes the plans described above will be sufficient to meet the Company's liabilities and commitments as they become payable over the next twelve months. There can be no assurance that management's plans will be successful as such plans are contingent upon ongoing support from its shareholders and other investors. Failure to obtain the support of additional external investors to finance the development and marketing of the Company's wireless technologies, will cause the Company to curtail operations and the Company's ability to continue as a going concern will be impaired. CIROND NETWORKS, INC. (A Development Stage Enterprise) Notes to Financial Statements $ United States Period from inception (March 7, 2001) to December 31, 2001 ================================================================================ 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): b) Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. c) Financial instruments The fair values of cash and accounts payable and accrued liabilities approximate their carrying values due to the relatively short periods to maturity of these instruments. The maximum credit risk exposure for all financial assets is the carrying amount of that asset. d) Income taxes The Company accounts for income taxes by the asset and liability method. Under the asset and liability method, current taxes are recognized for the estimated income taxes payable for the current period. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. When it is not considered to be more likely than not that a deferred tax asset will be realized, a valuation allowance is provided for the excess. Although the Company has consolidated loss carryforwards of approximately $5,500 available, no amount has been reflected on the balance sheet for deferred income taxes as any deferred income tax asset has been fully offset by a valuation allowance. e) Research and development Research and development costs are expensed as incurred. f) Loss per share Basic loss per share has been calculated by dividing the loss for the period available to common shareholders by the weighted average number of common stock outstanding during the period. Loss available to common stockholders included dividends on preferred shares, if any. CIROND NETWORKS, INC. (A Development Stage Enterprise) Notes to Financial Statements $ United States Period from inception (March 7, 2001) to December 31, 2001 ================================================================================ 3. SUBSEQUENT EVENTS: a) On February 20, 2002, the Company incorporated Cirond Networks, (Canada) Inc., a wholly owned subsidiary, under the laws of the province of British Columbia. b) Subsequent to December 31, 2001, the Company issued 398,583 common shares pursuant to a private placement in exchange for cash proceeds of $298,938. c) Effective June 30, 2002, Crossnet Communications, Inc. ("CCI") and the Company executed a share exchange agreement. CCI issued 14,740,250 common shares to the stockholders of the Company in consideration for all of the issued and outstanding common shares of the Company on the basis of one common share of CCI for every common share of the Company. As the Company's stockholders obtained control of CCI through the exchange of shares, the acquisition of the Company will be accounted for as a recapitalization transaction, effectively as if the Company had issued shares for consideration equal to the net tangible assets of CCI followed by a recapitalization of CCI's common shares. EXHIBIT 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION FOR CIROND TECHNOLOGIES INC. (FORMERLY CROSSNET COMMUNICATIONS, INC.) AND SUBSIDIARIES Unaudited Pro Forma Combined Financial Information for CIROND TECHNOLOGIES INC. (FORMERLY CROSSNET COMMUNICATIONS INC.) and subsidiaries CIROND TECHNOLOGIES INC. (FORMERLY CROSSNET COMMUNICATIONS INC.) And subsidiaries Unaudited pro forma combined financial information The following unaudited pro forma combined financial information gives effect to the acquisition of Cirond Networks, Inc. ("CNI") by Cirond Technologies Inc. (formerly Crossnet Communications Inc.) ("Cirond") on June 30, 2002. Under the terms of the Share Exchange Agreement, the shareholders of CNI obtained control of Cirond through the exchange of shares. For accounting purposes, the acquisition of CNI has been accounted for in this unaudited pro forma combined financial information using the purchase method as a recapitalization of CNI with the net tangible assets of Cirond. Under recapitalization accounting, CNI is considered to have issued shares for consideration equal to the net tangible assets of Cirond with the results of Cirond operations included in the combined financial information from the date of recapitalization on June 30, 2002. The unaudited pro forma combined statement of operations gives pro forma effect as if the transaction was consummated as of January 1, 2001. The Cirond and CNI statement of operations information for the year ended December 31, 2001 was derived from their audited statements of operations for the periods then ended. The Cirond and CNI statement of operations for the six months ended June 30, 2002 was derived from their unaudited statements of operations for the period then ended. The unaudited pro forma combined financial information has been prepared by management and is not necessarily indicative of the combined results of operations in future periods or the results that actually would have been realized had Cirond and CNI been a combined company during the specified periods. The pro forma combined statement of operations does not include any material non-recurring charges or credits directly attributable to the transaction. The unaudited pro forma combined financial information, including the notes thereto, should be read in conjunction with, the historical financial statements of Cirond included in its December 31, 2001 Form 10-KSB and June 30, 2002 Form 10-QSB filed with the Securities and Exchange Commission and the historical financial statements of CNI attached to this amended Form 8K. CIROND TECHNOLOGIES INC. (FORMERLY CROSSNET COMMUNICATIONS INC.) Unaudited Pro Forma Combined Statement of Loss Year ended December 31, 2001 $ United States

See accompanying notes to financial information. CIROND TECHNOLOGIES Inc. (FORMERLY CROSSNET COMMUNICATIONS INC.) Unaudited Pro Forma Combined Statement of Loss Six months ended June 30, 2002 $ United States

See accompanying notes to financial information. CIROND TECHNOLOGIES INC. (FORMERLY CROSSNET COMMUNICATIONS INC.) Notes to Unaudited Pro Forma Combined Financial Statements $ United States ================================================================================ 1. BASIS OF PRESENTATION: This pro forma combined financial information has been prepared in accordance with accounting principles generally accepted in the United States of America. On June 30, 2002, Cirond issued 14,740,250 shares of its common stock to the CNI stockholders for all of the issued and outstanding common stock of CNI. At June 30, 2002, Cirond was essentially a shell company without substantial operations. As the former shareholders of CNI obtained control of Cirond through this share exchange, this transaction has been accounted for as a recapitalization transaction. Under recapitalization accounting, CNI is considered to have issued common shares for consideration equal to the net tangible assets of Cirond with the results of Cirond operations being included in the consolidated financial statements from the date of recapitalization on June 30, 2002. 2. PRO FORMA ADJUSTMENTS: The unaudited pro forma combined loss per share is based upon the weighted average number of outstanding shares of common stock of Cirond during the periods presented, plus the number of shares issued to consummate the acquisition of CNI as if the acquisition occurred on January 1, 2001.

CIROND TECHNOLOGIES INC 8-K/A