8-K/A 1 form8ka082203.txt FORM 8-K/A DATED AUGUST 22, 2003 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 to Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 22, 2003 X-NET SERVICES CORP. ----------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Nevada 000-49722 87-0671807 ------------------------------- ------------------------ ---------------- (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorporation) No.) Identification 4933 East Highway 60 Rogersville, MO 65742 ------------------------------- ---------- (Address of Principal Executive (Zip Code) Offices) (417) 890-6556 --------------------------------------------------- (Registrant's telephone number, including area code) ------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) The undersigned Registrant hereby amends Item 7 of its current report on Form 8-K dated August 22, 2003 to file the following additional financial statements: ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial statements of businesses acquired. The following unaudited financial statements are included in this amendment no. 1 to the current report on Form 8-K dated August 22, 2003 immediately following the signature page: Unaudited Financial Statements of Third Millennium Industries, Inc. as of June 30, 2003 and for the six months then ended. Unaudited Financial Statements of Campers World, Inc. as of June 30, 2003 and for the six months then ended. Unaudited Financial Statements of Clear Lake Trailers, Inc. as of June 30, 2003 and for the six months then ended. Unaudited Financial Statements of Twister Trailers Manufacturing, Inc. as of June 30, 2003 and for the six months then ended. (b) Pro forma financial information. The following unaudited pro forma financial information is included in this amendment no. 1 to the current report on Form 8-K dated August 22, 2003 immediately following the unaudited financial statements described above: The Unaudited Pro-forma Condensed Combined Balance Sheet as of June 30, 2003, and the related Unaudited Pro-forma Condensed Combined Statements of Operations for the six months ended June 30, 2003 and the year ended December 31, 2002, which give effect to the acquisition by X-Net Services Corp. of all issued and outstanding shares of capital stock of Third Millennium Industries, Inc. in a transaction accounted for as a reverse acquisition. 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. X-Net Services Corp. Dated: October 31, 2003 By /s/ Dennis K. DePriest ------------------------------ Dennis K. DePriest President 2 THIRD MILLENIUM INDUSTRIES, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET JUNE 30, 2003 ASSETS Current Assets: Cash 7,676 Accounts receivable, net - Inventory - Other current assets 153,752 Total current assets 161,428 Property and equipment, net 368,337 Other long-term assets, net - Total Assets 529,765 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable 388,875 Accounts payable 420,685 Total current liabilities 809,560 Long-term debt - Total liabilities 809,560 Stockholders' Equity Common stock, par value $.0001, 50,000,000 shares authorized, 10,200,000 shares issued and outstanding 1,000 Additional paid-in capital 462,350 Accumulated deficit (743,145) Total stockholders' equity (279,795) Total Liabilities and Stockholders' Equity 529,765 THIRD MILLENIUM INDUSTRIES, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS THROUGH JUNE 30, 2003 REVENUES Sales - Cost of Sales - Gross Profit - OPERATING EXPENSES Selling, general and administrative expenses 366,468 Other expenses - Total Operating Expenses 366,468 Other Income (Expense) - Net (loss) income (366,468) CAMPERS WORLD, INC. BALANCE SHEET JUNE 30, 2003 ASSETS Current Assets: Cash 17,497 Accounts receivable, net 740,658 Inventory 3,933,048 Other current assets 5,744 Total current assets 4,696,947 Property and equipment, net 261,006 Other long-term assets, net 11,319 Total Assets 4,969,272 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable - Accounts payable 1,058,127 Total current liabilities 1,058,127 Long-term debt 3,919,338 Total liabilities 4,977,465 Stockholders' Equity Common stock 5,000 Additional paid-in capital 296,305 Accumulated deficit (309,498) Total stockholders' equity (8,193) Total Liabilities and Stockholders' Equity 4,969,272 CAMPERS WORLD, INC. STATEMENT OF OPERATIONS THROUGH JUNE 30, 2003 REVENUES Sales 9,161,539 Cost of Sales 7,944,585 Gross Profit 1,216,954 OPERATING EXPENSES Selling, general and administrative expenses 865,285 Other expenses 178,229 Total Operating Expenses 1,043,514 Other Income (Expense) - Net (loss) income 173,440 CLEAR LAKE TRAILERS, INC. BALANCE SHEET JUNE 30, 2003 ASSETS Current Assets: Cash (35,431) Accounts receivable, net 25,676 Inventory 325,404 Other current assets 3,449 Total current assets 319,098 Property and equipment, net 95,912 Other long-term assets, net 53,683 Total Assets 468,693 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable 61,182 Accounts payable 342,963 Total current liabilities 404,145 Long-term debt 247,716 Total liabilities 651,861 Stockholders' Equity Common stock 70,000 Additional paid-in capital 645,728 Accumulated deficit (898,896) Total stockholders' equity (183,168) Total Liabilities and Stockholders' Equity 468,693 CLEAR LAKE TRAILERS, INC. STATEMENT OF OPERATIONS THROUGH JUNE 30, 2003 REVENUES Sales 1,106,647 Cost of Sales 929,487 Gross Profit 177,160 OPERATING EXPENSES Selling, general and administrative expenses 186,747 Other expenses 86,534 Total Operating Expenses 273,281 Other Income (Expense) - Net (loss) income (96,121) TWISTER TRAILER MANUFACTURING, INC. BALANCE SHEET JUNE 30, 2003 ASSETS Current Assets: Cash 7,275 Accounts receivable, net - Inventory 71,525 Other current assets - Total current assets 78,800 Property and equipment, net 22,810 Other long-term assets, net - Total Assets 101,610 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable 92,848 Accounts payable 27,070 Total current liabilities 119,918 Long-term debt 165,887 Total liabilities 285,805 Stockholders' Equity Common stock 54,196 Additional paid-in capital - Accumulated deficit (238,391) Total stockholders' equity (184,195) Total Liabilities and Stockholders' Equity 101,610 TWISTER TRAILER MANUFACTURING, INC. STATEMENT OF OPERATIONS THROUGH JUNE 30, 2003 REVENUES Sales 201,283 Cost of Sales 136,244 Gross Profit 65,039 OPERATING EXPENSES Selling, general and administrative expenses 54,263 Other expenses - Total Operating Expenses 54,263 Other Income (Expense) - Net (loss) income 10,776 UNAUDITED PRO-FORMA FINANCIAL STATEMENTS The following unaudited pro-forma condensed combined balance sheet aggregates the balance sheet of X-Net Services Corp. (a Nevada corporation) ("X-Net") and the balance sheet of Third Millennium Industries, Inc. (a Nevada corporation) ("Third") as of June 30, 2003, accounting for the transaction as a recapitalization of Third with the issuance of shares for the net assets of X-Net (a reverse acquisition) and using the assumptions described in the accompanying notes, giving effect to the transaction as if the transaction had occurred as of the end of the period. The transaction was not completed as of June 30, 2003. The following unaudited pro forma condensed combined statements of operations combine the results of operations of X-Net and Third for the six months ended June 30, 2003 and the year ended December 31, 2002 as if the transaction had occurred as of the beginning of each of the respective periods. The pro-forma condensed combined financial statements are presented for information purposes only and do not purport to represent what X-Net's financial position or results of operations would have been had the Third acquisition in fact occurred on the dates assumed or that may result from future operations. These pro-forma financial statements should be read in conjunction with the historical financial statements included in X-Net's previous filings with the Securities and Exchange Commission, and the audited financial statements of Third Millennium Industries, Inc., Campers World, Inc., Clear Lake Trailers, Inc., and Twister Trailers Manufacturing, Inc., included therein.

NOTES TO THE UNAUDITED PRO-FORMA FINANCIAL STATEMENTS 1) The acquisition of Millenium by X-Net is considered a "reverse merger transaction" and is accounted for under the purchase method of accounting. Under the purchase method of accounting, assets acquired and liabilities assumed are recorded at their fair values. No adjustments have been made in the pro forma balance sheet to the carrying values of the X-Net assets acquired and liabilities assumed since management believes that their carrying values approximate their fair values. 2) Purchase price allocations: Third Millenium Campers Clear Lake Twister (consolidated) World Trailers Trailers ------------------------------------------------- Current assets 5,256,273 4,696,947 319,098 78,800 Property and equipment, net 748,065 261,006 95,912 22,810 Other long-term assets, net 65,002 11,319 53,683 - Total assets acquired 6,069,340 4,969,272 468,693 101,610 Current liabilities 2,673,083 1,058,127 404,145 119,918 Long-term liabilities 4,599,608 3,919,338 247,716 165,887 Total liabilities assumed 7,272,691 4,977,465 651,861 285,805 Purchase price 10,200,000 1,148,000 150,000 225,000 Goodwill [E] 1,156,192 333,168 409,195 3) Adjustments: [A] To record goodwill resulting from the excess of the cost of the acquired entities over the net amounts assigned to assets acquired and liabilities assumed. Also, to eliminate previously recorded goodwill as a result of the reverse merger transaction between X-Net and Third Millenium. [B] To record consideration given by Third Millenium to Campers World in the form of notes payable. [C] To record the issuance of common stock as consideration for the acquisitions, and to record entries to eliminate stockholders' equity and results of operations of subsidiaries. Also, as the merger between X-Net and Third Millenium is considered a capital transaction, with no recording of goodwill, these entries reflect the necessary reduction to additional paid-in capital and increase in the accumulated deficit. [D] Pro forma adjustments to interest expense arising from notes issued as consideration for the acquisition of Campers World by Third Millenium. [E] As the merger between X-Net and Third Millennium is deemed to be a capital transaction in substance, rather than a business combination, no goodwill is recorded.

X NET SERVICES CORP 8-K/A