8-K/A 1 medinex8ka111403.txt ================================================================================ UNITED STATES 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): November 14, 2003 MEDINEX SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 000-26337 82-0514605 (State of incorporation) (Commission (I.R.S. Employer File Number) Identification Number) 18300 Sutter Boulevard, Morgan Hill, California 95037 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408) 782-2005 ================================================================================ ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of the Business Acquired. The audited financial statements of Medinex Systems, Inc. and related subsidiaries required by this Item 7(a) were previously filed as part of the Registrant's Current Report on Form 8-K as filed with the Commission on November 20, 2003. (b) Pro Forma Financial Information (Unaudited). The pro forma financial statements required by this Item 7(b) are attached following the signature page of this Current Report. (c) Exhibits None. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on January 23, 2004 on its behalf by the undersigned, thereto duly authorized. MEDINEX SYSTEMS, INC. BY: /s/ Michele Whatmore ------------------------------- Michele Whatmore, its President -3- MEDINEX SYSTEMS, INC. PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2003 (Amounts Expressed in US Dollars) (Unaudited) MEDINEX SYSTEMS, INC. PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2003 (Amounts Expressed in US Dollars) (Unaudited) TABLE OF CONTENTS Pro-forma Consolidated Balance Sheets 1 Pro-forma Consolidated Statements of Operations 2 Notes to Pro-forma Consolidated Financial Statements 3 - 4

2 MEDINEX SYSTEMS, INC. Notes to Pro-Forma Consolidated Financial Statements August 31, 2003 (Unaudited) (Amounts Expressed in US Dollars) 1. Securities Exchange Agreement and Reverse Acquisition On November 14, 2003, Medinex Systems, Inc. ("Medinex"), a publically traded company, entered into a Securities Exchange Agreement with 901133 Alberta Ltd., a Canadian corporation ("901133"). In exchange for the acquisition of the 100% interest in 901133, the shareholders of 901133 were issued a total of 15,000,000 Common shares of Medinex. The 15,000,000 shares of Common Stock referenced herein as issued in the Exchange includes 10,267,840 shares of common stock issued by Maxus Holdings, Inc. (the "Exchangeable Shares") that are immediately exchangeable, at the option of the holder at any time, for shares of Common Stock of Medinex on a one for one basis. The holders of Exchangeable Shares have equal economic value as shareholders of common stock. Each Exchangeable Share entitles the holder to one vote at meetings of shareholders of Medinex. Following the share exchange, the former shareholders of 901133 hold 70.74% of the 21,203,653 shares of common stock of Medinex. Consequently, even though Medinex is the legal acquirer, this transaction will be treated as an acquisition of Medinex by 901133 and as a recapitalization by 901133 for accounting purposes. 2. Pro-forma Financial Statements The unaudited pro-forma consolidated financial statements are provided for information purposes only and do not purport to represent what the consolidated financial statements and results of operations would have been had the acquisition and recapitalization in fact occurred on the dates indicated. The following unaudited pro-forma consolidated balance sheets represent the financial position of 901133 and Medinex as of August 31, 2003. The unaudited pro-forma consolidated statements of operations give effect to the proposed recapitalization of 901133 and Medinex for the period ended August 31, 2003 assuming the merger occurred in the earliest period. The unaudited pro-forma consolidated financial statements are presented for illustrative purposes only. The pro-forma adjustments are based upon available information and assumptions that management believes are reasonable. There are no intercompany transactions between 901133 and Medinex during the period presented. 3. Pro-forma Adjustments The unaudited consolidated financial statements include an adjustment to record the recapitalization described in note 1 above. 3

MEDINEX SYSTEMS INC 8-K/A