To: PK who wrote (398 ) 5/11/1999 11:05:00 AM From: wonk Respond to of 7056
Seems like audited financial statements were a condition to closing of the merger. So what is the real reason they delayed the 10K? From the NT-10K PART III - NARRATIVE On March 19, 1999, Systems Communications, Inc. acquired all of the outstanding common stock of Hitsgalore.com, Inc. ("Hitsgalore"). For accounting purposes, the acquisition has been treated as a recapitalization of Hitsgalore with Hitsgalore as the acquiror. As of the date hereof, the financial statements of Hitsgalore as of December 31, 1998 and for the period from its inception (July 1998) to December 31, 1998 have not been subjected to an audit by independent certified public accountants. Hitsgalore is in the process of engaging a firm of independent certified accountants to perform an audit of such financial statements. Since audited financial statements of Hitsgalore are not available as of the date hereof, Hitsgalore is not able to timely file its annual report on Form 10-K. sec.gov From the 8K:ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PARTIES ... (k) Hitsgalore.com's financial statements at and for the periods ended December 31, 1998 delivered SCI and been audited by certified public accountants in accordance with generally accepted auditing standards with a report thereon issued in accordance with generally accepted accounting principles consistently applied and maintained throughout the periods indicated, fairly present the financial condition of Hitsgalore.com at the dates and the results of operations for the periods indicated and except as disclosed in the notes thereto Hitsgalore.com does not have any contingent, undisclosed or hidden liabilities. Hitsgalore.com's financial statements at and for the period subsequent to Hitsgalore.com's audited financial statements, if any, fairly present the financial condition of Hitsgalore.com at the date and the results of operations for the period indicated, contain all normally recurring adjustments and do not omit to disclose any contingent, undisclosed or hidden liabilities. sec.gov Perhaps, a little explanation is in order to the SEC.