<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-KSB/A
(AMENDMENT NO. 1)
(Mark one)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Fee required)
For the fiscal year ended March 31, 2000
or
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No fee required)
For the transition period from ___________ to ___________
Commission File Number 0-12612
-------------------
CALENDAR CAPITAL, INC.
(Exact name of Small Business Issuer in its Charter)
Minnesota 41-1442918
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
Riverplace
43 Main Street SE, Suite 230
Minneapolis, Minnesota 55414
(Address of principal executive offices)
(612) 362-8411
(Issuer's Telephone Number, Including Area Code)
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 past 12
months (or for such shorter period 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/
Check if no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. /x/
The issuer's revenues for its most recent fiscal year were $1,016,646.
The aggregate market value of the shares of common stock as of March 31, 2000
(based upon a bid price of $.06 per share) held by nonaffiliates of the
registrant was approximately $442,585.00.
Transitional Small Business Disclosure Format: Yes No x
--- ---
As of March 31, 2000, there were 12,976,418 shares of common stock outstanding.
<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 to the Form 10-KSB for the fiscal year ended March 31,
2000, of Calendar Capital, Inc. d/b/a Entrenaut, Inc., is being filed to
attach a revised copy of the Independent Auditors' Report for the period from
July 1, 1999 (inception) through March 31, 2000 that is part of Item 7 of the
Form 10-KSB. The Amendment reflects a change in the wording removing the
emphasis paragraph from the original report.
-2-
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Calendar Capital, Inc. and
Subsidiary dba Entrenaut, Inc.
St. Paul, Minnesota
We have audited the balance sheet of Calendar Capital, Inc. and Subsidiary
dba Entrenaut, Inc. as of March 31, 2000, and the related statements of
operations, shareholders' equity and cash flows for the period from July 1,
1999 (inception) through March 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 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 financial statements referred to above present fairly, in
all material respects, the financial position of Calendar Capital, Inc. and
Subsidiary dba Entrenaut, Inc. as of March 31, 2000, and the results of its
operations and its cash flows for the period then ended, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 and Note 2,
a significant portion of the Company's assets are investments in start-up
companies that have not yet developed profitable operations and that need
additional capital. Also, the Company has incurred significant losses since
inception and needs to raise additional capital. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters also are described in Note 1.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Schechter, Dokken, Kanter, Andrews & Selcer Ltd.
May 25, 2000, except for Footnote 12, which is dated June 27, 2000
Minneapolis, Minnesota
-3-
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) 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.
CALENDAR CAPITAL, INC.
Dated: August 31, 2000. By: /s/ Paul D. Crawford
-------------------------------
Its: Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
/s/ Paul D. Crawford Chairman of the Board August 31, 2000
---------------------- of Directors, President/CEO,
Chief Financial Officer
-4-
