8-K 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2002 IEXALT, INC. (Exact name of registrant as specified in its charter) NEVADA 00-09322 75-1667097 (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 12000 AEROSPACE AVENUE, SUITE 375 Houston, Texas 77034 (Address of Registrant's principal executive offices including zip code) (281) 464-8400 (Registrant's telephone number, including area code) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS iExalt, Inc., a Nevada corporation ("iExalt"), executed an Asset Purchase Agreement on August 31, 2002 with Christian Happenings Acquisition Corp., Ltd., an Ohio limited liability corporation ("CH"). iExalt sold the intangible and tangible assets of its wholly owned subsidiary WordCross Enterprises, Inc. ("WordCross"). The purchase price was Three Hundred Thousand dollars ($300,000.00) to be paid with cash of $100,000.00 and the balance through an earn-out calculated on the EBITDA related to the business during the subsequent two years. CH will pay one-third of the amount by which EBITDA exceeds One Hundred Thousand Dollars until the earn-out is paid in full or two years following the closing date; provided, however, that if at any time during the earn-out period, iExalt shall not be considered a going concern, CH shall have the right to repurchase the earn-out for One Thousand Dollars. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. b) Pro Forma Financial Information. The appropriate pro forma financial information relating to the disposition of certain assets of WordCross is filed herewith as Annex A. c) Exhibits. The following exhibits are filed herewith: EXHIBIT NO. DESCRIPTION ------------ ------------ 2.1 Asset Purchase Agreement dated August 31, 2002 between iExalt, Inc. and Christian Happenings Acquisition Corp., Ltd. 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. DATE: September 13, 2002 iExalt, Inc. By: /s/ Chris L. Sisk ---------------------------------- Chris L. Sisk Executive Vice President and Primary Financial Officer ANNEX A -------- The unaudited pro forma balance sheet of the Company as of May 31, 2002 assumes the disposition of the assets of WordCross Enterprises, Inc. had taken place on May 31, 2002. The unaudited pro forma results of operations of the Company for the nine-month period ended May 31, 2002 and May 31, 2001 assumes that the disposition had been completed as of the beginning of the respective periods. The Company has included accounting information as well as material adjustments considered necessary by management for presentation in accordance with generally accepted accounting principles. The pro forma financial data do not purport to represent what the Company's combined financial position or results of operations would actually have been if such transactions in fact had occurred on these dates and are not necessarily representative of the Company's combined financial position or results of operations for any future period. The unaudited pro forma combined financial statements should be read along with the historical consolidated financial statements and notes thereto included in the Company's most recent annual report filed on Form 10-KSB.

~~UNITED~~iExalt, ~~STATES SECURITIES~~Inc. ~~AND~~UNAUDITED ~~EXCHANGE~~PRO ~~COMMISSION~~ FORMA BALANCE SHEET May 31, 2002 (unaudited) --------------------------------------------- iExalt & Subsidiaries WordCross Form 10-QSB Asset Pro Forma ProForma Note K Disposition Total --------------------------------------------- Current assets $ 482,017 $ (138,463) $ 343,554 Property, plant & equipment 326,640 (60,877) 265,763 Goodwill and other intangibles 2,201,661 (281,574) 1,920,087 Other assets 18,934 - 18,934 --------------------------------------------- Total assets $ 3,029,252 $ (480,914) $2,548,338 ============================================= Current liabilities $ 3,651,248 $ (132,036) $3,519,212 Long-term debt and other 6,552 - 6,552 Shareholders' equity (628,548) (348,878) (977,426) --------------------------------------------- Total liabilities & equity $ 3,029,252 $ (480,914) $2,548,338 =============================================

~~FORM~~iExalt, 8Inc. UNAUDITED PRO FORMA STATEMENT OF OPERATIONS Nine Months Ended May 31, 2002 (unaudited) ------------------------------------------ Form 10-QSB WordCross Pro Forma Asset Pro Forma Note K Disposition Total ------------------------------------------ Revenues $ 4,024,580 $ (950,897) $ 3,073,683 Loss from operations $ (3,704,721) $ (9,222) $(3,713,943) Net loss $ (4,381,452) $ (9,934) $(4,391,386) Earnings/(loss) per share $ (2.36) $ (2.36) ProForma Weighted Average Number of Shares Outstanding 1,856,453 1,856,453

~~CURRENT~~iExalt, ~~REPORT PURSUANT~~Inc. TOUNAUDITED ~~SECTION~~PRO 13FORMA ORSTATEMENT 15OF OPERATIONS Nine Months Ended May 31, 2001 (dunaudited) OF------------------------------------------ ~~THE~~Form ~~SECURITIES~~10-QSB ~~EXCHANGE~~WordCross ~~ACT~~Pro OFForma ~~1934~~ Asset Pro Forma Note K Disposition Total ------------------------------------------ Revenues $ 3,201,306 $ (864,512) $ 2,336,794 Loss from operations $ (4,418,532) $ 60,576 $(4,357,956) Net loss $ (4,757,469) $ 59,127 $(4,698,342) Earnings/(loss) per share $ (4.68) $ (4.62) ProForma Weighted Average Number of Shares Outstanding 1,016,203 1,016,203

Date of report (Date of earliest event reported): December 28, 2001

iExalt, Inc. (Exact name of registrant as specified in its charter)
Nevada (State of Other Jurisdiction of Incorporation)
000-09322 (Commission File Number)	75-1667097 (IRS Employer Identification No.)
12000 Aerospace Avenue Houston, Texas (Address of Principal Executive Offices)	77034 (Zip Code)
(281) 464-8400 (Registrant's Telephone Number, Including Area Code)

Item 5. Other Events.

On December 13, 2001, the Company's Board of Directors approved a 50 to one reverse stock split, effective as of December 28, 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 hereto duly authorized.

	iExalt, Inc.
Date: December 28, 2001	By: /s/ Donald A. Sapaugh
	Donald A. Sapaugh, President

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