8-K/A 1 amended8kdec142001.txt AMENDED DOCUMENT 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) October 26, 2001 The Amanda Company - ----------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Utah 1-14072 87-0430260 - ------------------------------------------------------------------------------ (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 13765 Alton Parkway, Bldg. F, Irvine CA 92618 - ---------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (949) 859-6279 Pen Interconnect, Inc. 1601 Alton Parkway, Irvine, CA 92606 -------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 1 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business acquired The audited financial statements of The Automatic Answer, Inc. for the periods December 31, 1999 and 2000. (b) Financial Statements for the Nine Month Period Ending September 30, 2001 The unaudited financial statements of The Automatic Answer, Inc. for the nine month period ending September 30, 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 thereunto duly authorized. Dated: December 14, 2001 The Amanda Company, Inc. By: /s/ Jose Candia Jose Candia President and CEO a. Financial Statements of Business acquired (audited) -------------------------------------------------------- 2 THE AUTOMATIC ANSWER, INC. BALANCE SHEET As of December 31, 1999 and 2000 ASSETS

(continued) 3 LIABILITIES AND SHAREHOLDERS' DEFICIT

4 THE AUTOMATIC ANSWER, INC. STATEMENT OF OPERATIONS As of December 31, 1999 and 2000

5 THE AUTOMATIC ANSWER, INC. STATEMENT OF CASH FLOWS As of December 31, 2000

6 THE AUTOMATIC ANSWER, INC. STATEMENT OF CASH FLOWS As of December 31, 2000 (continued)

7 (b) Financial Statements for the Nine Month Period Ending September 30, 2001 8 THE AUTOMATIC ANSWER, INC. BALANCE SHEET SEPTEMBER 30, 2001 (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 29,555 Accounts receivable, net 84,069 Inventory 172,617 Prepaid and other current assets 51,880 --------------- Total current assets 338,121 PROPERTY AND EQUIPMENT, net 33,020 OTHER ASSETS 29,436 --------------- TOTAL ASSETS $ 400,577 =============== The accompanying notes are an integral part of these statements. 9 THE AUTOMATIC ANSWER, INC. BALANCE SHEET SEPTEMBER 30, 2001 (unaudited) LIABILITIES AND STOCKHOLDERS DEFICIT CURRENT LIABILITIES Accounts payable $ 562,969 Accrued expenses 374,888 Deferred revenue 15,449 Notes payable - related party 523,000 Lease financing payable 22,750 Notes payable 511,200 --------------- Total current liabilities 2,010,256 --------------- LONG TERM LIABILITIES Lease financing payable 72,320 --------------- TOTAL LIABILITIES 2,082,576 --------------- SHAREHOLDERS' DEFICIT Preferred stock, $.001 par value; 2,000,000 shares authorized; 200,000 Series A; 153,920 shares of Series A issued and outstanding 154 Common stock, $.001 par value; 8,000,000 shares authorized; 4,425,235 shares issued and outstanding 4,426 Additional paid-in capital 1,115,954 Retained deficit (2,802,533) --------------- Total shareholders' deficit (1,681,999) --------------- TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 400,577 ============== The accompanying notes are an integral part of these statements. 10 THE AUTOMATIC ANSWER, INC. STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (unaudited) NET SALES $ 2,904,452 COST OF SALES 1,685,252 ------------------ GROSS PROFIT 1,219,200 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,579,035 ------------------ OPERATING LOSS (359,835) INTERST EXPENSE (58,562) OTHER INCOME 28,128 ------------------ LOSS BEFORE PROVISION FOR INCOME TAX (390,269) INCOME TAX PROVISION 800 ------------------ NET LOSS $ (391,069) ================== The accompanying notes are an integral part of these statements. 11 THE AUTOMATIC ANSWER, INC. STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (unaudited) Increase (decrease in cash and cash equivalents Cash flows from operating activities Net loss $ (391,068) Adjustments to reconcile net cash provided (used) in operating activities Depreciation and amortization 75,176 Loss on disposal of equipment 4,211 Effect on cash of changes in operating assets and liabilities: Accounts receivable 12,183 Inventory (39,253) Prepaid expenses and other assets (51,880) Accounts payable (38,361) Accrued liabilities 47,181 Deferred revenue (79,112) ------------------ Net cash generated (used) in operating activities (149,242) Cash flows from financing activities: Borrowings under notes payable 461,200 ------------------ Net increase in cash and cash equivalents 277 Cash and cash equivalents at beginning of period 29,278 ------------------ Cash and cash equivalents at end of period $ 29,555 ================== The accompanying notes are an integral part of these statements. 12 Notes to the Financial Statements (1) Basis of Presentation In the opinion of the management, the accompanying financial statements contain all adjustments necessary (consisting of only normal recurring accruals) to present fairly the financial position at September 30, 2001, the results of its operations for the nine months ended September 30, 2001 and the cash flow for the period ended September 30, 2001. Certain information and footnote disclosures normally included in financial statements that would have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures in these financial statements are adequate to make the information presented therein not misleading. It is suggested that these condensed financial statements and notes thereto be read in conjunction with the financial statements and the notes thereto included in the Company's December 31, 2000 and 1999 audited financial statements which are also contained in this filing. The results of operations for the nine months ended September 30, 2001 are not necessarily indicative of the results of operations to be expected for the calendar year ending December 31, 2001. (2) Interim Period Cost of Goods Sold Interim period cost of goods sold is calculated using the perpetual inventory record. The Company reports any significant adjustments that result from reconciling the perpetual inventory record to periodic and annual physical inventory observations. (3) Going Concern The accompanying financial statements have bee prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as going concern. However, the Company sustained losses during 2000 of $501,893 and $391,069 for the first 9 months of fiscal 2001. In addition the Company had working capital deficits of $1,360,500 as of December 31, 2000 and $1,672,135 as of September 31, 2001. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. The Company's continuation as a going concern is dependent upon its ability to obtain the additional financing necessary to complete development of new products and achieve the level of sales that will enable it to sustain its operations. The Company is seeking to enter into a strategic acquisition with a publicly held company and anticipates more financing from equity sources to fund its operations. No assurance can be given that the Company will be successful in these efforts 13 (4) Subsequent Event The Company reached an agreement with Pen InterConnect, Inc. (trading symbol, PENC), a publicly traded corporation on the NASDAQ Over the Counter Bulletin Board ("OTCBB"). Under the agreement, which is effective October 1, 2001, the Company will exchange all of its shares for sixty-seven percent (67%) of PENC"S outstanding common shares. The number of shares the Company receives will be adjusted if the average closing price of the PENC common stock, in the aggregate, for the 60 days after the close of the transaction, falls below $10,000,000. The agreement calls for certain of the Company's debt holders to convert their outstanding notes to a new class of preferred stock within 120 days after the close of the transaction. As part of the transaction, the Company borrowed $461,000 from Pen Interconnect through September 30, 2001. Effective October 1, 2001 PENC and The Automatic Answer, Inc. merged and PENC name was changed to the Amanda Company, Inc. The new trading symbol for the merged companies is AMND. 14

AMANDA CO INC 8-K/A