As filed with the Securities and Exchange Commission on September 1, 2000
REGISTRATION NO. ____-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
K-2 LOGISTICS.COM INC.
(Name of Small Business Issuer in its charter)
NEVADA 6770 76-0609440
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
1820 FULTON AVENUE
WEST VANCOUVER, BRITISH COLUMBIA V7V 1S9
CANADA (Zip Code)
(Address of principal executive offices)
Issuer's telephone number (604) 970-0999
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common Stock, $.001
Par Value
(Title of class)
AGENT FOR SERVICE: WITH A COPY TO:
ERIC BOEHNKE, PRESIDENT JAMES L. VANDEBERG
K-2 LOGISTICS.COM INC. OGDEN MURPHY WALLACE, P.L.L.C.
1820 FULTON AVENUE 1601 FIFTH AVE., SUITE 2100
WEST VANCOUVER, BRITISH COLUMBIA V7V 1S9, SEATTLE, WASHINGTON 98101
CANADA
(604) 970-0999 (206) 447-7000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
<PAGE>
K-2 LOGISTICS.COM INC.
FORM 10-SB
TABLE OF CONTENTS
PART I Page
----
Item 1. Description of Business . . . . . . . . . . . . . . . . . . . . .1
Item 2. Management's Discussion and Analysis or Plan of Operations . . . 4
Item 3. Description of Property . . . . . . . . . . . . . . . . . . . . 13
Item 4. Security Ownership of Certain Beneficial Owners and Management 13
Item 5. Directors, Executive Officers, Promoters and Control Persons . .13
Item 6. Executive Compensation . . . . . . . . . . . . . . . . . . . . .15
Item 7. Certain Relationships and Related Transactions . . . . . . . . .15
Item 8. Description of Securities . . . . . . . . . . . . . . . . . . . 16
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity
and Other Shareholder Matters . . . . . . . . . . . . . . . . 17
Item 2. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . 18
Item 3. Changes in and Disagreements with Accountants on Accounting 18
Item 4. Recent Sales of Unregistered Securities . . . . . . . . . . . . 18
Item 5. Indemnification of Directors and Officers . . . . . . . . . . .19
PART F/S
Index to Consolidated Financial Statements F-1
PART III
Item 1. Index to Exhibits . . . . . . . . . . . . . . . . . . . . . . . 21
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
------------------------------------
GENERAL
K-2 LOGISTICS.COM INC. (the "Company") was incorporated under the laws of
the State of Nevada on June 1, 1999, and is in the early developmental and
promotional stages. To date, the Company's only activities have been
organizational, directed at raising its initial capital and developing its
business plan. The Company has not commenced operations. The Company has no
full time employees and owns no real estate.
BUSINESS PURPOSE.
The business plan of the Company is to merge with or acquire a business
entity in exchange for the Company's securities. The Company will attempt to
locate and negotiate with a business entity for the merger of that target
company into the Company. In certain instances, a target company may wish to
become a subsidiary of the Company or may wish to contribute assets to the
Company rather than merge. No assurances can be given that the Company will be
successful in locating or negotiating with any target company.
The Company will seek a foreign or domestic private company interested in
becoming, through a business combination with the Company, a reporting
("public") company whose securities are qualified for trading in the United
States secondary market. By entering in to a business combination with the
Company, the target company can acquire a controlling ownership interest in a
public company without incurring the cost and time required to conduct an
initial public offering. As a result, the target company may reap some of the
perceived benefits of being a reporting company with a class of publicly-traded
securities, including:
* the ability to use registered securities to make acquisitions of
assets or businesses;
* increased visibility in the financial community;
* the facilitation of borrowing from financial institutions;
* improved trading efficiency;
* shareholder liquidity;
* greater ease in subsequently raising capital;
* compensation of key employees through stock options;
1
<PAGE>
* enhanced corporate image;
* a presence in the United States capital market.
POTENTIAL TARGET COMPANIES
A business entity, if any, which may be interested in a business
combination with the Company may include the following:
- a company for which a primary purpose of becoming public is the use of its
securities for the acquisition of assets or businesses;
- a company which is unable to find an underwriter of securities or is
unable to find an underwriter securities on terms acceptable to it;
- a company which wishes to become public with less of its common stock than
would occur upon an underwriting;
- a company which believes that it will be able obtain investment capital on
more favorable terms after it has become public;
- a foreign company which may wish an initial entry into the United States
securities market;
- a special situation company, such as a company seeking a public market to
satisfy redemption requirements under a qualified employee stock option
plan;
- a company seeking one or more of the other perceived benefits of becoming
a public company.
A business combination with a target company will likely involve the
transfer to the target company of the majority of the issued and outstanding
common stock of the Company, and the substitution by the target company of its
own management and board of directors.
No assurances can be given that the Company will be able to enter into a
business combination, as to the terms of a business combination, or as to the
nature of the target company.
BLANK CHECK COMPANY
The proposed business activities described herein classify the Company as a
blank check company. The Company meets the definition of a "blank check"
company under the Securities Act of 1933, which defines blank check company as a
development stage company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or acquisition with an
unidentified company or companies and is issuing "penny stock" securities. A
"penny stock" security is any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per share,
subject to certain exceptions.
2
<PAGE>
The Securities and Exchange Commission and many states have enacted
statutes, rules and regulations limiting the sale of securities of blank check
companies. The Company must comply with the Securities and Exchange Act rules
in order to raise capital through a public offering. The gross proceeds from an
offering, less certain underwriting and other expenses, must be deposited into
an escrow or trust account. The securities issued in connection with the
offering must also be deposited in escrow, and may not be transferred. Once an
agreement has been reached with a merger candidate, the investors must decide
whether to remain an investor in the offering. Management does not intend to
undertake any efforts to cause a market to develop in the Company's securities
until such time as the Company has successfully implemented its business plan
described herein. Accordingly, the sole shareholder of the Company has executed
and delivered a "lock-up" letter agreement affirming that he will not sell or
otherwise transfer his shares of the Company's common stock except in connection
with or following completion of a merger or acquisition resulting in the Company
no longer being classified as a blank check company. The sole shareholder has
deposited his stock certificates with the Company's legal counsel, who will not
release the certificates except in connection with or following the completion
of a merger or acquisition. The Company is voluntarily filing this Registration
Statement with the Securities and Exchange Commission and is under no obligation
to do so under the Securities Exchange Act of 1934.
There are no plans, arrangements, or understandings pending for the Company
to acquire or to be acquired by any entity. The Company has engaged in
discussions concerning potential business combinations, but has not entered into
any agreement for such a combination.
ADMINISTRATIVE OFFICES
The Company currently maintains limited office space, occupied by its sole
officer, Eric Boehnke, for which it pays no rent. Its address is 1820 Fulton
Avenue, West Vancouver, British Columbia V7V 1S9, CANADA, and its phone number
is (604) 970-0999.
EMPLOYEES
The Company has no full time employees. The Company's president, Mr.
Boehnke, has agreed to allocate a portion of his time to the activities of the
Company, without compensation. The president anticipates that the business plan
of the Company can be implemented by his devoting no more than 10 hours per
month to the business affairs of the Company and, consequently, conflicts of
interest may arise with respect to the limited time commitment by such officer.
See "Item 2, Management's Discussion and Analysis or Plan of Operations,
Outlook: Issues and Uncertainties - Conflicts of Interest" and "Item 5,
Directors, Executive Officers, Promoters And Control Persons."
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
----------------------------------------------------------------------------
The following discussion and analysis should be read in conjunction with
the Company's Financial Statements and Notes thereto and other financial
information included elsewhere in this Form 10-SB. This Form 10-SB contains, in
addition to historical information, forward-looking statements that involve
risks and uncertainties. The Company's actual results could differ materially
from the results discussed in the forward-looking statements. Factors that could
cause or contribute to such differences include those discussed below, as well
as those discussed elsewhere in this Form 10-SB.
3
<PAGE>
OVERVIEW
The Company's business plan is to merge with or acquire a business entity
in exchange for the Company's securities. The Company has no particular
acquisition in mind and has not entered into any negotiations regarding such an
acquisition. Neither the Company's sole officer and director nor any affiliate
has engaged in any negotiations with any representative of any company regarding
the possibility of an acquisition or merger between the Company and such other
company.
Management anticipates seeking out a target company through solicitation.
Such solicitation may include newspaper or magazine advertisements, mailings and
other distributions to law firms, accounting firms, investment bankers,
financial advisors and similar persons, the use of one or more World Wide Web
sites and similar methods. No estimate can be made as to the number of persons
who will be contacted or solicited. Management may engage in such solicitation
directly or may employ one or more other entities to conduct or assist in such
solicitation. Management and its affiliates will likely pay referral fees to
consultants and others who refer target businesses for mergers into public
companies in which management and its affiliates have an interest. Payments
would be made if a business combination occurs, and may consist of cash or a
portion of the stock in the Company retained by management and its affiliates,
or both.
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in a business entity which desires to seek the
perceived advantages of a corporation which has a class of securities registered
under the Exchange Act. The Company will not restrict its search to any
specific business, industry, or geographical location and the Company may
participate in a business venture of virtually any kind or nature. Management
anticipates that it will be able to participate in only one potential business
venture because the Company has nominal assets and limited financial resources.
See "Item F/S, Financial Statements." This lack of diversification should be
considered a substantial risk to the shareholders of the Company because it will
not permit the Company to offset potential losses from one venture against gains
from another.
The Company will not restrict its search for any specific kind of business
entity, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
business life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer.
4
<PAGE>
The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Management believes
(but has not conducted any research to confirm) that there are business entities
seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, increasing the opportunity
to use securities for acquisitions, providing liquidity for shareholders and
other factors. Business opportunities may be available in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
difficult and complex.
The Company has, and will continue to have, no capital with which to
provide cash or other assets to the owners of business entities. However,
management believes the Company will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in a
public company without incurring the cost and time required to conduct an
initial public offering. Management has not conducted market research and is
not aware of statistical data to support the perceived benefits of a merger or
acquisition transaction for the owners of a business opportunity.
The analysis of new business opportunities will be undertaken by, or under
the supervision of, the sole officer and director of the Company, who is not a
professional business analyst. In analyzing prospective business opportunities,
management will consider such matters as the available technical, financial and
managerial resources; working capital and other financial requirements; history
of operations, if any; prospects for the future; the nature of present and
expected competition; the quality and experience of management services which
may be available and the depth of that management; the potential for further
research, development, or exploration; specific risk factors not now foreseeable
but which then may be anticipated to impact the proposed activities of the
Company; the potential for growth or expansion; the potential for profit; the
perceived public recognition or acceptance of products, services, or trades;
name identification; and other relevant factors. This discussion of the
proposed criteria is not meant to be restrictive of the Company's virtually
unlimited discretion to search for and enter into potential business
opportunities.
The Company may enter into a business combination with a business entity
that desires to establish a public trading market for its shares. A target
company may attempt to avoid what it deems to be adverse consequences of
undertaking its own public offering by seeking a business combination with the
Company. Such consequences may include, but are not limited to, time delays of
the registration process, significant expenses to be incurred in such an
offering, loss of voting control to public shareholders or the inability to
obtain an underwriter or to obtain an underwriter on satisfactory terms.
5
<PAGE>
Management of the Company, which in all likelihood will not be experienced
in matters relating to the business of a target company, will rely upon its own
efforts in accomplishing the business purposes of the Company. Outside
consultants or advisors may be utilized by the Company to assist in the search
for qualified target companies. If the Company does retain such an outside
consultant or advisor, any cash fee earned by such person will need to be
assumed by the target company, as the Company has limited cash assets with which
to pay such obligation.
A potential target company may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued after
any business combination. Additionally, a target company may be presented to
the Company only on the condition that the services of a consultant or advisor
be continued after a merger or acquisition. Such preexisting agreements of
target companies for the continuation of the services of attorneys, accountants,
advisors or consultants could be a factor in the selection of a target company.
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the consummation of a
transaction, it is likely that the present management and shareholder of the
Company will no longer be in control of the Company. In addition, it is likely
that the Company's officer and director will, as part of the terms of the
acquisition transaction, resign and be replaced by one or more new officers and
directors.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has entered into an agreement for a business combination or has consummated a
business combination and the Company is no longer considered a blank check
company. Until such time as this occurs, the Company will not register any
additional securities. The issuance of additional securities and their
potential sale into any trading market which may develop in the Company's
securities may depress the market value of the Company's securities in the
future if such a market develops, of which there is no assurance.
While the terms of a business transaction to which the Company may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition in a "tax-free" reorganization under Sections 351 or
368 of the Internal Revenue Code of 1986, as amended (the "Code").
With respect to any merger or acquisition negotiations with a target
company, management expects to focus on the percentage of the Company which
target company shareholders would acquire in exchange for their shareholdings in
the target company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will in all likelihood hold a
substantially lesser percentage ownership interest in the Company following any
merger or acquisition. The percentage of ownership may be subject to
significant reduction in the event the Company acquires a target company with
substantial assets. Any merger or acquisition effected by the Company can be
expected to have a significant dilutive effect on the percentage of shares held
by the Company's shareholders at such time.
6
<PAGE>
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing, will outline
the manner of bearing costs, including costs associated with the Company's
attorneys and accountants, and will include miscellaneous other terms.
The Company will not acquire or merge with any entity which cannot provide
audited financial statements at or within a reasonable period of time after
closing of the proposed transaction. The Company is subject to all of the
reporting requirements included in the Exchange Act. Included in these
requirements is the duty of the Company to file audited financial statements as
part of or within 60 days following its Form 8-K to be filed with the Securities
and Exchange Commission upon consummation of a merger or acquisition, as well as
the Company's audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial statements are not
available at closing, or within time parameters necessary to insure the
Company's compliance with the requirements of the Exchange Act, or if the
audited financial statements provided do not conform to the representations made
by the target company, the closing documents may provide that the proposed
transaction will be voidable at the discretion of the present management of the
Company.
RESULTS OF OPERATIONS
During the period from June 1, 1999 (inception) through August 31, 2000,
the Company has engaged in no significant operations other than organizational
activities.
For the current fiscal year, the Company anticipates incurring a loss as a
result of organizational expenses, expenses associated with registration under
the Securities Exchange Act of 1934, and expenses associated with setting up a
company structure to begin implementing its business plan. The Company
anticipates that until these procedures are completed, it will not generate
revenues other than interest income, and may continue to operate at a loss
thereafter, depending upon the performance of the business.
LIQUIDITY AND CAPITAL RESOURCES
The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity. Consequently, the Company's balance sheet as of May 31,
2000 reflects current assets of $0.00.
7
<PAGE>
The Company will carry out its plan of business as discussed above. The
Company cannot predict to what extent its liquidity and capital resources will
be diminished prior to the consummation of a business combination or whether its
capital will be further depleted by the operating losses (if any) of the
business entity which the Company may eventually acquire.
The Company will need additional capital to carry out its business plan to
engage in a business combination. No commitments to provide additional funds
have been made by management or stockholders. Accordingly, there can be no
assurance that any additional funds will be available on terms acceptable to
the Company or at all. Irrespective of whether the Company's cash assets prove
to be inadequate to meet its operational needs, the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.
OUTLOOK: ISSUES AND UNCERTAINTIES
The Company's success is dependent on a number of factors that should be
considered by prospective investors. The Company is a relatively young company
and does not yet have a long history of earnings or profit and there is no
assurance that it will operate profitably in the future. As such, there is no
assurance that the Company will provide a return on investment in the future.
1. Conflicts of Interest - General. Certain conflicts of interest exist
between the Company and its sole officer and director, Eric Boehnke. Mr.
Boenke has other business interests to which he devotes his attention. He may
be expected to continue to do so. As a result, conflicts of interest may arise
that can be resolved only through exercise of such judgment as is consistent
with his fiduciary duties to the Company.
2. Securities Regulation. The Company's securities, when available for
trading, will be subject to the Securities and Exchange Commission rule that
imposes special sales practice requirements upon broker-dealers that sell such
securities to other than established customers or accredited investors. For
purposes of the rule, the phrase "accredited investors" means, in general terms,
institutions with assets exceeding $5,000,000 or individuals having a net worth
in excess of $1,000,000 or having an annual income that exceeds $200,000 (or
that, combined with a spouses income, exceeds $300,000). For transactions
covered by the rule, the broker-dealer must make a special suitability
determination for the purchaser and receive the purchasers written agreement to
the transaction prior to the sale. Consequently, the rule may affect the
ability of purchasers of the Company's securities to buy or sell in any market
that may develop.
In addition, the Securities and Exchange Commission has adopted a
number of rules to regulate "penny stocks." (A "penny stock" is any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions).
Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and
15g-7 under the Securities and Exchange Act of 1934, as amended. The rules may
further affect the ability of owners of the Company's shares to sell their
securities in any market that may develop for them. Shareholders should be
aware that, according to the Securities and Exchange Commission Release No.
34-29093, the market for penny stocks has suffered in recent years from patterns
of fraud and abuse. Such patterns include
8
<PAGE>
- control of the market for the security by one or a few broker-dealers that
are often related to the promoter or issuer;
- manipulation of prices through prearranged matching of purchases and sales
and false and misleading press releases;
- "boiler room" practices involving high pressure sales tactics and
unrealistic price projections by inexperienced sales persons;
- excessive and undisclosed bid-ask differentials and markups by selling
broker-dealers; and
- the wholesale dumping of the same securities by promoters and
broker-dealers after prices have been manipulated to a desired level,
along with the inevitable collapse of those prices with consequent
investor losses.
3. No Operating History Or Revenue And Minimal Assets. The Company has
had no operating history nor any revenues or earnings from operations. The
Company has no significant assets or financial resources. The Company will, in
all likelihood, sustain operating expenses without corresponding revenues, at
least until the consummation of a business combination. This may result in the
Company incurring a net operating loss which will increase continuously until
the Company can consummate a business combination with a target company. There
is no assurance that the Company can identify such a target company and
consummate such a business combination.
4. Lack of Diversification. The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a business
combination with only one business entity. Consequently, the Company's
activities will be limited to those engaged in by the business entity which the
Company merges with or acquires. The Company's inability to diversify its
activities into a number of areas may subject the Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.
5. Dependence on Management; Limited Participation of Management. While
seeking a business combination, management anticipates devoting only a limited
amount of time per month to the business of the Company. The Company's sole
officer has not entered into a written employment agreement with the Company and
he is not expected to do so in the foreseeable future. The Company has not
obtained key man life insurance on its officer and director. Notwithstanding the
combined limited experience and time commitment of management, loss of the
services of this individual would adversely affect development of the Company's
business and its likelihood of continuing operations.
9
<PAGE>
6. Indemnification of Officers and Directors. The Company's Articles of
Incorporation provide for indemnification of its directors, officers, employees
and agents, under certain circumstances, against attorneys' fees and other
expenses incurred by them in any litigation to which they become a party arising
from their association with, or their activities on behalf of, the Company. The
Company will also bear the expense of such litigation for any of its directors,
officers, employees or agents, upon such person's promise to repay the Company
therefor if it is ultimately determined that any such person shall not have been
entitled to indemnification. This indemnification policy could result in
substantial expenditures by the Company.
7. Director's Liability Limited. The Company's Articles of
Incorporation exclude personal liability of its directors to the Company and
its shareholders for monetary damages due to breach of fiduciary duty except in
certain specified circumstances. Accordingly, the Company will have a much
more limited right of action against its directors than otherwise would be the
case. The Company has been advised that the SEC takes the position that this
provision does not effect the liability of any director under applicable federal
and state securities laws.
8. No Foreseeable Dividends. The Company has not paid dividends on its
Common Stock and does not anticipate paying such dividends in the foreseeable
future.
9. Speculative Nature Of The Company's Proposed Operations. The
success of the Company's proposed plan of operation will depend to a great
extent on the operations, financial condition and management of the identified
target company. While management will prefer business combinations with
entities having established operating histories, there can be no assurance that
the Company will be successful in locating candidates meeting such criteria. In
the event the Company completes a business combination, of which there can be no
assurance, the success of the Company's operations will be dependent upon
management of the target company and numerous other factors beyond the Company's
control.
10. Competition. The Company is and will continue to be an
insignificant participant in the business of seeking mergers with and
acquisitions of business entities. A large number of established and
well-financed entities, including venture capital firms, are active in mergers
and acquisitions of companies which may be merger or acquisition target
candidates for the Company. Nearly all such entities have significantly greater
financial resources, technical expertise and managerial capabilities than the
Company and, consequently, the Company will be at a competitive disadvantage in
identifying possible business opportunities and successfully completing a
business combination. Moreover, the Company will also compete with numerous
other small public companies in seeking merger or acquisition candidates.
11. No Agreement For Business Combination Or Other Transaction--No
Standards For Business Combination. The Company has no current arrangement,
agreement or understanding with respect to engaging in a merger with or
acquisition of a specific business entity. There can be no assurance that the
Company will be successful in identifying and evaluating suitable business
opportunities or in concluding a business combination. Management has not
identified any particular industry or specific business within an industry for
10
<PAGE>
evaluation by the Company. There is no assurance that the Company will be able
to negotiate a business combination on terms favorable to the Company. The
Company has not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria which it will
require a target company to have achieved, or without which the Company would
not consider a business combination with such business entity. Accordingly, the
Company may enter into a business combination with a business entity having no
significant operating history, losses, limited or no potential for immediate
earnings, limited assets, negative net worth or other negative characteristics.
12. Reporting Requirements May Delay Or Preclude Acquisition. Section
13 of the Securities Exchange Act of 1934 (the "Exchange Act") requires
companies subject thereto to provide certain information about significant
acquisitions including certified financial statements for the company acquired
covering one or two years, depending on the relative size of the acquisition.
The time and additional costs that may be incurred by some target companies to
prepare such financial statements may significantly delay or essentially
preclude consummation of an otherwise desirable acquisition by the Company.
Acquisition prospects that do not have or are unable to obtain the required
audited statements may not be appropriate for acquisition so long as the
reporting requirements of the Exchange Act are applicable.
13. Lack Of Market Research Or Marketing Organization. The Company has
neither conducted, nor have others made available to it, market research
indicating that demand exists for the transactions contemplated by the Company.
Even in the event demand exists for a merger or acquisition of the type
contemplated by the Company, there is no assurance the Company will be
successful in completing any such business combination.
14. Regulation Under Investment Company Act. Although the Company will
be subject to regulation under the Exchange Act, management believes the Company
will not be subject to regulation under the Investment Company Act of 1940,
insofar as the Company will not be engaged in the business of investing or
trading in securities. In the event the Company engages in business
combinations which result in the Company holding passive investment interests in
a number of entities, the Company could be subject to regulation under the
Investment Company Act of 1940. In such event, the Company would be required to
register as an investment company and could be expected to incur significant
registration and compliance costs. The Company has obtained no formal
determination from the Securities and Exchange Commission as to the status of
the Company under the Investment Company Act of 1940 and, consequently, any
violation of such Act could subject the Company to material adverse
consequences.
15. Probable Change In Control And Management. A business combination
involving the issuance of the Company's common stock will, in all likelihood,
result in shareholders of a target company obtaining a controlling interest in
the Company. Any such business combination may require shareholders of the
Company to sell or transfer all or a portion of the Company's common stock held
by them. The resulting change in control of the Company will likely result in
removal of the present officer and director of the Company and a corresponding
reduction in or elimination of his participation in the future affairs of the
Company.
11
<PAGE>
16. Reduction Of Percentage Share Ownership Following Business
Combination. The Company's primary plan of operation is based upon a business
combination with a business entity which, in all likelihood, will result in the
Company issuing securities to shareholders of such business entity. The
issuance of previously authorized and unissued common stock of the Company would
result in reduction in percentage of shares owned by the present shareholders of
the Company and would most likely result in a change in control or management of
the Company.
17. Taxation. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination the Company may
undertake. Currently, such transactions may be structured so as to result in
tax-free treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target company; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free treatment upon a transfer of
stock or assets. A non-qualifying reorganization could result in the imposition
of both federal and state taxes which may have an adverse effect on both parties
to the transaction.
18. Requirement Of Audited Financial Statements May Disqualify Business
Opportunities. Management of the Company will request that any potential
business opportunity provide audited financial statements. One or more
attractive business opportunities may choose to forego the possibility of a
business combination with the Company rather than incur the expenses associated
with preparing audited financial statements. In such case, the Company may
choose to obtain certain assurances as to the target company's assets,
liabilities, revenues and expenses prior to consummating a business combination,
with further assurances that an audited financial statement would be provided
after closing of such a transaction. Closing documents relative thereto may
include representations that the audited financial statements will not
materially differ from the representations included in such closing documents.
ITEM 3. DESCRIPTION OF PROPERTY.
------------------------------------
The Company has no properties and at this time has no agreements to acquire
any properties. The Company currently maintains limited office space, occupied
by its sole officer and director, Eric Boehnke, for which it pays no rent. Its
address is 1820 Fulton Avenue, West Vancouver, British Columbia V7V 1S9, CANADA,
and its phone number is (604) 970-0999.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-------------------------------------------------------------------------------
The following table sets forth, as of August 31, 2000, the Company's outstanding
Common Stock owned of record or beneficially by each Executive Officer and
Director and by each person who owned of record, or was known by the Company to
own beneficially, more than 5% of the Company's Common Stock, and the
shareholdings of all Executive Officers and Directors as a group. Each person
has sole voting and investment power with respect to the shares shown.
12
<PAGE>
<TABLE>
<CAPTION>
Percentage of
Name Shares Owned Shares Owned
------------------------------------------------------------ ------------ --------------
<S> <C> <C>
Eric Boehnke, President, Secretary, Treasurer, and Director
1820 Fulton Avenue
West Vancouver, B.C. Canada V7V 1S9 2,500,000 100%
------------------------------------------------------------ ------------ --------------
ALL EXECUTIVE OFFICERS & DIRECTORS AS A 2,500,000 100%
GROUP (1 Individual)
------------------------------------------------------------ ------------ --------------
</TABLE>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
-----------------------------------------------------------------------------
The following table sets forth the name, age and position of each Director
and Executive Officer of the Company:
NAME AGE POSITION
------------ --- -----------------------------------------
Eric Boehnke 35 President, Secretary, Treasurer, Director
------------ --- -----------------------------------------
There are no agreements or understandings for the officer or director to
resign at the request of another person and the above-named officer and director
is not acting on behalf of nor will act at the direction of any other person.
The director named above will serve until his successors are elected and
qualified. Officers will hold their positions at the pleasure of the board of
directors, absent any employment agreement. No employment agreements currently
exist or are contemplated. There is no arrangement or understanding between the
director and officer of the Company and any other person pursuant to which any
director or officer was or is to be selected as a director or officer.
The director and officer of the Company will devote his time to the
Company's affairs on an "as needed" basis. As a result, the actual amount of
time which he will devote to the Company's affairs is unknown and is likely to
vary substantially from month to month.
Mr. Boehnke became the Company's sole director and officer in April 2000.
During the past year, Mr. Boehnke has served as president and a director of
Hiking Adventures Inc., an OTC bulletin board company under the symbol "HKAD".
During his tenure as president, Mr. Boehnke arranged for the company to acquire
IQROM Communications Inc. (symbol "IQCO"), a high tech company focusing on the
production of multi-media CD-Roms. As part of the acquisition, Hiking
Adventures arranged for a private placement of US$12,000,000 to help the company
expand its existing operations in Europe and into the North American market. Mr.
Boehnke is also president and a director of Big Sky Mamagement Ltd., a private
company principally involved with providing corporate finance and administrative
management services to private and public companies. He has held these offices
since 1997.
13
<PAGE>
ITEM 6. EXECUTIVE COMPENSATION.
----------------------------------
The Company's officer and director does not receive any compensation for
his services rendered to the Company, has not received such compensation in the
past, and is not accruing any compensation pursuant to any agreement with the
Company.
The officer and director of the Company will not receive any finder's fee,
either directly or indirectly, as a result of his efforts to implement the
Company's business plan outlined herein. However, the officer and director of
the Company anticipates receiving benefits as a beneficial shareholder of the
Company.
No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by the Company for the benefit of
its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
-------------------------------------------------------------
No director, executive officer or nominee therefor of the Company, and no
owner of five percent or more of the Company's outstanding shares or any member
of their immediate family has entered into or proposed any transaction in which
the amount involved exceeds $60,000.
ITEM 8. DESCRIPTION OF SECURITIES.
--------------------------------------
The following description of the Company's capital stock is a summary of
the material terms of the Company's capital stock. This summary is subject to
and qualified in its entirety by the Company's articles of incorporation and
bylaws, which are included as exhibits to the registration statement of which
this prospectus forms a part, and by the applicable provisions of Nevada law.
The Company's authorized capital consists of 25,000,000 shares of common
stock, par value $.001 per share. Each record holder of common stock is
entitled to one vote for each share held on all matters properly submitted to
the shareholders for their vote. The articles of incorporation do not permit
cumulative voting for the election of directors, and shareholders do not have
any preemptive rights to purchase shares in any future issuance of the Company's
common stock.
Because the holders of shares of the Company's common stock do not have
cumulative voting rights, the holders of more than 50% of the Company's
outstanding shares, voting for the election of directors, can elect all of the
directors to be elected, if they so choose. In such event, the holders of the
remaining shares will not be able to elect any of the Company's directors.
The holders of shares of common stock are entitled to dividends, out of
funds legally available therefor, when and as declared by the Board of
Directors. The Board of Directors has never declared a dividend and does not
anticipate declaring a dividend in the future. In the event of liquidation,
dissolution or winding up of the affairs of the Company, holders are entitled to
receive, ratably, the net assets of the Company available to shareholders after
payment of all creditors.
14
<PAGE>
All of the issued and outstanding shares of common stock are duly
authorized, validly issued, fully paid, and non-assessable. To the extent that
additional shares of the Company's common stock are issued, the relative
interests of existing shareholders may be diluted.
15
<PAGE>
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE COMPANY'S COMMON EQUITY AND OTHER
--------------------------------------------------------------------------------
SHAREHOLDER MATTERS
--------------------
MARKET PRICE.
There is no trading market for the Company's Common Stock at present and
there has been no trading market to date. There is no assurance that a trading
market will ever develop or, if such a market does develop, that it will
continue. Owing to the low price of the securities, many brokerage firms may not
be willing to effect transactions in the securities. Even if a purchaser finds
a broker willing to effect a transaction in Gentry's common stock, the
combination of brokerage commissions, state transfer taxes, if any, and other
selling costs may exceed the selling price.
The Company may apply for listing on the NASD OTC Bulletin Board or may
offer its securities in what are commonly referred to as the "pink sheets" of
the National Quotation Bureau, Inc. To qualify for listing on the NASD OTC
Bulletin Board, an equity security must have one registered broker-dealer, known
as the market maker, willing to list bid or sale quotations and to sponsor the
company for listing on the Bulletin Board. The Company may be unable to find a
market maker willing to sponsor the Company. If the Company does qualify for
the OTC Bulletin Board, shareholders may still find it difficult to dispose of,
or to obtain accurate quotations as to the market value of, the Company's
securities trading in the OTC market.
The Company's securities will also be subject to Securities and Exchange
Commission's "penny stock" rules. (See "Item 2, Management's Discussion and
Analysis or Plan of Operations - Outlook: Issues and Uncertainties - Securities
Regulation"). The penny stock rules may further affect the ability of owners
of the Company's shares to sell their securities in any market that may develop
for them. There may be a limited market for penny stocks, due to the regulatory
burdens on broker-dealers. The market among dealers may not be active.
Investors in penny stock often are unable to sell stock back to the dealer that
sold them the stock. The mark ups or commissions charged by the broker-dealers
may be greater than any profit a seller may make. Because of large dealer
spreads, investors may be unable to sell the stock immediately back to the
dealer at the same price the dealer sold the stock to the investor. In some
cases, the stock may fall quickly in value. Investors may be unable to reap any
profit from any sale of the stock, if they can sell it at all.
HOLDERS.
As of August 31, 2000, there were 2,500,000 shares of common stock
outstanding, held by one shareholder of record.
16
<PAGE>
DIVIDENDS.
To date the Company has not paid any dividends on its common stock and does
not expect to declare or pay any dividends on such common stock in the
foreseeable future. Payment of any dividends will be dependent upon the
Company's future earnings, if any, its financial condition, and other factors as
deemed relevant by the Board of Directors.
ITEM 2. LEGAL PROCEEDINGS.
------------------------------
The Company is not a party to any pending legal proceeding or litigation
and none of its property is the subject of a pending legal proceeding. Further,
the Officers and Directors know of no legal proceedings against the Company or
its property contemplated by any governmental authority.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
-------------------------------------------------------------
None.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
------------------------------------------------------
Since June 1, 1999 (the date of the Company's formation), the Company has
sold its Common Stock to the persons listed in the table below in transactions
summarized as follows:
Shareholder Date Number of Shares Consideration Exemption
------------------------ ------- ---------------- -------------- ---------
J.P Beehner 6-18-99 250,000 1 2
------------------------ ------- ---------------- -------------- ---------
Dorothy Mortenson 6-18-99 250,000 1 2
------------------------ ------- ---------------- -------------- ---------
David Mortenson 7-1-99 200,000 $ 200 3
------------------------ ------- ---------------- -------------- ---------
C. E. Kaiser 7-1-99 200,000 $ 200 3
------------------------ ------- ---------------- -------------- ---------
James R. Collins, D.V.M. 7-1-99 200,000 $ 200 3
------------------------ ------- ---------------- -------------- ---------
Jock R. Collins, D.V.M. 7-1-99 200,000 $ 200 3
------------------------ ------- ---------------- -------------- ---------
Roy Donovan Hinton, Jr. 7-1-99 200,000 $ 200 3
------------------------ ------- ---------------- -------------- ---------
Marie Charles 7-1-99 200,000 $ 200 3
------------------------ ------- ---------------- -------------- ---------
George Quan 7-1-99 200,000 $ 200 3
------------------------ ------- ---------------- -------------- ---------
Laurent Barbudaux 7-1-99 200,000 $ 200 3
------------------------ ------- ---------------- -------------- ---------
Marsha Quan 7-1-99 200,000 $ 200 3
------------------------ ------- ---------------- -------------- ---------
Darren Quan 7-1-99 200,000 $ 200 3
------------------------ ------- ---------------- -------------- ---------
(1)Consideration consisted of pre-incorporation consulting services rendered to
the Registrant related to investigating and developing the Registrant's proposed
business plan and capital structure and completing the organization and
incorporation of the Registrant.
(2)Sale made in reliance upon exemption from registration under Rule 506 of
Regulation D, and sections 3(b) and 4(2) of the Securities Act of 1933 due to
the shareholders being Gentry's founders and serving as its initial management,
and the limited number of investors (two).
17
<PAGE>
(3)Sale made in reliance upon exemption from registration under Rule 504 of
Regulation D and section 3(b) of the Securities Act of 1933. The Company's
shares were valued at $0.001 per share, and they were issued to accredited
investors according to an exemption from registration under Texas law that
permits general solicitation and general advertising so long as sales are made
only to accredited investors. Texas law defines "accredited investor" as a
natural person whose individual net worth, or joint net worth with the person's
spouse, at the time of purchase exceeds $1 million, or whose income during the
past two years exceeds $200,000 individually or $300,000 jointly with spouse and
who expects to continue the same income level in the current year. If the
exemption under Rule 504 of Regulation D is not available, the Company believes
that the issuance was also exempt under Rule 506 of Regulation D and Sections
3(b) and 4(2) under the Securities Act of 1933 due to limiting the manner of the
offering, promptly filing notices of sales, and limiting the issuance of shares
to a small number of accredited investors (ten).
LOCK UP AGREEMENT
The shareholders of the Company have executed and delivered a "lock-up"
letter agreement which provides that such shareholders shall not sell the
securities except in connection with or following the consummation of a merger
or acquisition. Further, each shareholder has placed its stock certificates
with the Company's legal counsel until such time. Any liquidation by the
current shareholders after the release from the "lock-up" selling limitation
period may have a depressive effect upon the trading price of the Company's
securities in any future market which may develop.
REPORTS TO STOCKHOLDERS
The Company plans to furnish its stockholders with an annual report for
each fiscal year containing financial statements audited by its independent
certified public accountants. Additionally, the Company may, in its sole
discretion, issue unaudited quarterly or other interim reports to its
stockholders when it deems appropriate. The Company will be a reporting company
under Section 12g of the Securities and Exchange Act of 1934, and as such will
be required to file quarterly and annual reports and proxy statements. Any
document the Company files may be read and copied at the Commission's Public
Reference Room located at 450 Fifth Street NW, Washington DC 20549, and the
public reference rooms in New York, New York and Chicago, Illinois. Please call
the Commission at 1-800-SEC-0330 for further information about the public
reference rooms. The Company's filings with the Commission are also available
to the public from the Commission's website at http://www.sec.gov.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-------------------------------------------------------
18
<PAGE>
In accordance with Nevada law, the Company's Articles of Incorporation,
filed as Exhibit 2.1, provide that the Company may indemnify a person who is a
party or threatened to be made a party to an action, suit or proceeding by
reason of the fact that he or she is an officer, director, employee or agent of
the Company, against such person's costs and expenses incurred in connection
with such action so long as he or she has acted in good faith and in a manner
which he or she reasonably believed to be in, or not opposed to, the best
interests of the Company, and, in the case of criminal actions, had no
reasonable cause to believe his or her conduct was unlawful. Nevada law
requires a corporation to indemnify any such person who is successful on the
merits or defense of such action against costs and expenses actually and
reasonably incurred in connection with the action.
The bylaws of the Company, filed as Exhibit 2.2, provide that the Company
will indemnify its officers and directors for costs and expenses incurred in
connection with the defense of actions, suits, or proceedings against them on
account of their being or having been directors or officers of the Company,
absent a finding of negligence or misconduct in office. the Company's Bylaws
also permit the Company to maintain insurance on behalf of its officers,
directors, employees and agents against any liability asserted against and
incurred by that person whether or not the Company has the power to indemnify
such person against liability for any of those acts.
CONFLICTS OF INTEREST
The officer and director of the Company will not devote more than a portion
of his time to the affairs of the Company. There will be occasions when the
time requirements of the Company's business conflict with the demands of his
other business and investment activities. Such conflicts may require that the
Company attempt to employ additional personnel. There is no assurance that the
services of such persons will be available or that they can be obtained upon
terms favorable to the Company.
There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts of interest
in favor of the Company could result in liability of management to the Company.
However, any attempt by shareholders to enforce a liability of management to the
Company would most likely be prohibitively expensive and time consuming.
PART F/S
FINANCIAL STATEMENTS
Index to Financial Statements
19
<PAGE>
0
K-2 Logistics.com Inc.
(A Development Stage Company)
Index
Independent Auditor's Report F-1
Balance Sheet F-2
Statement of Operations F-3
Statement of Cash Flows F-4
Statement of Stockholders' Equity F-5
Notes to the Financial Statements F-6 to F-7
<PAGE>
1
Independent Auditor's Report
----------------------------
To the Board of Directors
K-2 Logistics.com Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of K-2 Logistics.com Inc. (A
Development Stage Company) as of May 31, 2000 and the related statements of
operations, stockholders' equity and cash flows for the period from June 1, 1999
(Date of Inception) to May 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of K-2 Logistics.com Inc. (A
Development Stage Company), as of May 31, 2000, and the results of its
operations and its cash flows for the period from June 1, 1999 (Date of
Inception) to May 31, 2000, in conformity with U.S. generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has not generated any revenues or conducted any
operations since inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
CHARTERED ACCOUNTANTS
Vancouver, Canada
August 28, 2000
<PAGE>
2
K-2 Logistics.com Inc.
(A Development Stage Company)
Balance Sheet
(expressed in U.S. dollars)
May 31,
2000
$
Assets
License (Note 3) -
========
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued liabilities -
--------
Contingent Liability (Note 1)
Stockholders' Equity
Common Stock, 25,000,000 shares authorized with a par value
of $.001; 2,500,000 shares issued and outstanding 2,655
Deficit Accumulated During the Development Stage (2,655)
--------
-
--------
-
========
F-2
(The accompanying notes are an integral
part of the financial statements)
<PAGE>
3
K-2 Logistics.com Inc.
(A Development Stage Company)
Statement of Operations
(expressed in U.S. dollars)
From June 1, 1999
(Date of Inception)
to May 31, 2000
$
Revenues -
--------
Expenses
Amortization of license 1,000
License written-off 1,000
Organization expenses 655
--------
2,655
--------
Net Loss (2,655)
========
F-3
(The accompanying notes are an integral
part of the financial statements)
<PAGE>
4
K-2 Logistics.com Inc.
(A Development Stage Company)
Statement of Cash Flows
(expressed in U.S. dollars)
From June 1, 1999
(Date of Inception)
to May 31, 2000
$
Cash Flows to Operating Activities
Net loss (2,655)
Non-cash items
Organization costs paid by a director 155
Amortization of license 1,000
License written-off 1,000
--------
Net Cash Used by Operating Activities (500)
--------
Cash Flows from Financing Activities
Increase in shares issued 500
--------
Net Cash Provided by Financing Activities 500
--------
Change in cash -
Cash - beginning of period -
--------
Cash - end of period -
========
Non-Cash Financing Activities
A total of 2,000,000 shares were issued at
a fair market value of $0.001 per share for
the acquisition of a License (Note 3) 2,000
Organization costs paid for by a director
for no consideration treated as additional
paid in capital 155
--------
F-4
(The accompanying notes are an integral
part of the financial statements)
<PAGE>
5
2,155
========
Supplemental Disclosures
Interest paid -
Income tax paid -
F-5
(The accompanying notes are an integral
part of the financial statements)
<PAGE>
<TABLE>
<CAPTION>
6
K-2 Logistics.com Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
From June 1, 1999 (Date of Inception) to May 31, 2000
(expressed in U.S. dollars)
Deficit
Accumulated
During the
Common Stock Development
Shares Amount Stage
# $ $
<S> <C> <C> <C>
Balance - June 1, 1999 (Date of Inception) - -
Stock issued for $500 of organizational expenses 500,000 500
Additional paid in capital for organizational expenses
incurred by a director on behalf of the Company - 155
Stock issued at a fair market value of $0.001 per share
for acquisition of a license 2,000,000 2,000
Net loss for the period (2,655)
--------- ----- -------
Balance - May 31, 2000 2,500,000 2,655 (2,655)
========= ===== =======
</TABLE>
F-6
(The accompanying notes are an integral
part of the financial statements)
<PAGE>
7
K-2 Logistics.com Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)
1. Development Stage Company
K-2 Logistics.com Inc. herein (the "Company") was incorporated in the State
of Nevada, U.S.A. on June 1, 1999. The Company acquired a license to market
and distribute a product. As discussed in Note 3, this license is in
jeopardy and the Company has retained the right to sue the vendor.
The Company's new business plan is as a "blank check" company. Under the
Securities Act of 1933, a blank check company is defined as a development
stage company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or acquisition
with an unidentified company or companies and is issuing "penny stock"
securities.
In a development stage company, management devotes most of its activities
in investigating business opportunities. Planned principal activities have
not yet begun. The ability of the Company to emerge from the development
stage with respect to any planned principal business activity is dependent
upon its successful efforts to raise additional equity financing and find
an appropriate merger candidate. There is no guarantee that K-2 will be
able to raise any equity financing or find an appropriate merger candidate.
There is substantial doubt regarding the Company's ability to continue as a
going concern.
2. Summary of Significant Accounting Policies
(a) Year end
The Company's fiscal year end is May 31, 2000.
(b) Licenses
Costs to acquire licenses are capitalized as incurred. These costs
will be amortized on a straight-line basis over their remaining
estimated useful lives.
(c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of
three months or less at the time of issuance to be cash equivalents.
(d) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the periods. Actual results could differ from
those estimates.
F-7
(The accompanying notes are an integral
part of the financial statements)
8
<PAGE>
3. License
The Company's only asset is a license to distribute and produce an oxygen
enriched water product for remediation of sewage, and the rights accruing
from this license. The Company's original business plan was to determine
the feasibility of the sewage and waste remediation application, and, if
proved to be feasible for this application, become a producer. The Company
acquired the three-year license from Mortenson & Associates on July 1, 1999
by issuing 2,000,000 shares at a fair market value of $.001 or $2,000. The
general partner of Mortenson & Associates is also a former spouse of a
director and officer of the Company. Mortenson & Associates acquired its
right to sublicense Biocatalyst to the Company from NW Technologies.
F-8
(The accompanying notes are an integral
part of the financial statements)
<PAGE>
9
3. License (continued)
In December, 1999, David R. Mortenson, Mortenson & Associates' principal,
notified the Company that he was involved in a legal dispute with NW
Technologies, and would be unable to fulfill his obligations under the
license to the Company. As a result, the Company's ability to implement its
business plan was seriously undermined. On February 18, 2000, Mortenson &
Associates, the Company, and the Company's sole shareholder, Eric Boehnke,
entered into a settlement agreement. Under the terms of the settlement
agreement, Mortenson & Associates' affiliate, Vitamineralherb.com will
grant to Eric Boehnke a license to distribute vitamins and similar products
in part for his agreement not to pursue his individual claims against
Mortenson & Associates. The settlement agreement provides that Mortenson
will prosecute his claims against NW Technologies diligently, with a goal
toward recovering the Biocatalyst rights. Pursuant to the settlement
agreement, the Company has retained its right to prosecute its claims
against Mortenson & Associates for breach of contract. The Company has no
plans to pursue a claim at this time.
May 31,
2000
$
License
Cost 2,000
Less accumulated amortization (1,000)
Less amount written-off (1,000)
--------
-
=========
4. Related Party Transaction
The License referred to in Note 3 was sold to the Company by a partnership
whose general manager is the spouse of the Secretary/Treasurer of the
Company and a director for consideration of 2,000,000 shares for total fair
market consideration of $2,000. These shares were paid evenly to the ten
partners.
F-9
(The accompanying notes are an integral
part of the financial statements)
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
-----------------------------
Exhibit
Number Name
2.1 Articles of Incorporation
2.2 Bylaws
3.1 Specimen Share Certificate for Common Stock
3.2 Lock Up Agreement
27.1 Financial Data Schedule
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
/s/ Eric Boehnke 09/01/2000
------------------------------------------------ -----------------
Eric Boehnke Date
President, Secretary, Treasurer, and Director
-------------------------------------------------
20
<PAGE>
