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United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB/A2
[X] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the Period Ended March 31, 2002.
or
[ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the Transition Period From ________________to_______________.
Commission file number 333-25937
Crosswalk.com, Inc.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 54-1831588
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4100 Lafayette Center Drive Suite 110
Chantilly, VA 20151
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(Address of Principal Executive Offices)
(703-968-4808)
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(Issuer's Telephone Number, Including Area Code)
Not applicable
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(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter periods that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes X No
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Applicable Only to Corporate Issuers
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date:
Common Stock, $ .01 Par Value: 7,968,221 shares outstanding as of June 30, 2002
Transitional Small Business Disclosure Format (check 0ne):
Yes No X
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FORM 10-QSB/A2
The undersigned registrant hereby amends the following items of its Quarterly
Report on Form 10-QSB for the quarter ended March 31, 2002 to include in Part II
"Other Information," the changes to Item 2 as set forth herein:
On January 9, 2002 Crosswalk.com, Inc. (the "Company") completed the closing of
a private placement of three-year convertible Series B preferred stock, earning
6% cumulative per annum, pursuant to which it raised $800,000 from exclusively
accredited financial investors, directly or indirectly, including four directors
of the Company. The Company relied on Section 4(2) and Rule 506 of Regulation D
under the Securities Act of 1933 for exemption from registration of this
issuance as it did not involve any public offering, and as mentioned, involved
only five investors, all of which are accredited investors. The financing was
effected in accordance with the Stock Purchase Agreement dated December 31,
2001, between the Company and the purchasers. Pursuant to the Stock Purchase
Agreement, the Company sold 80,000 shares of Crosswalk.com Series B preferred
stock to the purchasers at a price of $10.00 per share. The Company received
funds in the amounts of $500,000 on December 31, 2001, $100,000 on January 3,
2002 and $200,000 on January 9, 2002. The Series B Preferred stock is
convertible into an aggregate of 933,269 shares of Crosswalk.com common stock
over the next three years. Consistent with the offering memorandum, conversion
prices for the three traunches received are $0.8111, $0.856, and $1.00,
chronologically, for an average conversion price of $0.857 per share. The
purchasers will own approximately 9% of the outstanding voting securities. The
Company will use the proceeds of this offering for working capital and other
general corporate purposes.
In addition, pursuant to the anti-dilution provisions of the Series A preferred
stock, the conversion price of the Series A preferred stock is reduced from
$2.32 per share to $0.8111 per share in the event that the Company issues
additional shares of common stock from conversion of the first traunch Series B
preferred stock purchasers.
SIGNATURES
In accordance with the requirements of Securities Act of 1934, Crosswalk.com,
Inc., the registrant, has caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
Crosswalk.com, Inc.
August 13, 2002 By: /s/ Scott Fehrenbacher
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Scott Fehrenbacher
Chief Executive Officer and
President
August 13, 2002 By: /s/ Gary A. Struzik
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Gary A. Struzik, Chief Financial
Officer and Secretary, Chief
Accounting Officer