UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 21, 2000
ZANDRIA CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 33-55254-30 87-0438851
(State of other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
1450 Front Street, San Diego, California 92101
(Address of principal executive offices)
(619) 615-3110
(Registrant's telephone number, including area code)
Registrant's Attorney:
B. Roland Frasier, III, Esq.
Gage, Frasier & Teeple, LLP
9255 Towne Center Drive, Suite 500
San Diego, California 92121
(858) 622-7878
N/A
(Former name or former address, if changed since last report)
This Report Consists of 2 Pages
<PAGE>
Item 1 Changes in Control of Registrant
Not Applicable.
Item 2 Acquisition on Disposition of Assets
In the original 8-K filed in March, 2000, the Registrant
filed an Exhibit "A" which failed to clearly set forth the list
of assets it acquired from Zandria Entertainment Networks, Inc.
on March 14, 2000. A corrected Exhibit "A" is filed herewith.
Item 3 Bankruptcy or Receivership
Not Applicable.
Item 4 Changes in Registrant's Certifying Accountant
Not Applicable.
Item 5 Other Events
Not Applicable.
Item 6 Resignations of Registrant's Directors
Not Applicable.
Item 7 Financial Statement and Exhibits
Not Applicable.
Item 8 Supplementary Information
Not Applicable.
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Zandria Corporation
(Registrant)
Dated: April 13, 2000 By: /s/ Trevor Watson
Trevor Watson
CEO/Director
<PAGE>
EXHIBIT "A"
<TABLE>
ZANDRIA CORPORATION
ASSET PURCHASE AGREEMENT BETWEEN ZANDRIA ENTERTAINMENT NETWORK
AND ZANDRIA CORPORATION
DATED MARCH 14, 2000
ZANDRIA CORPORATION BALANCE SHEET POST TRANSACTION
(NOT AUDITED)
<S> <C> <C>
Post
Transaction
ASSETS 14-Mar-00
Current Assets:
Cash Accounts
Checking Account $ 309,539
Money Market $ 504,250
-----------
Total Cash $ 813,789
Receivable from ZEN $ 550,000
-----------
Total Current Assets $ 1,363,789
Fixed Assets:
Furniture, Fixtures & Equipment $ 61,372
Less: Accum Depr $ (6,819)
-----------
Net Furniture, Fixtures
& Equipment $ 54,553
Vehicles $ 45,442
Less: Accum Depr $ (5,049)
-----------
Net Vehicles $ 40,392
Leasehold Improvements $ 68,795
Less: Accum Depr $ -
-----------
Net Leasehold Improvements $ 68,795
-----------
Total Fixed Assets $ 163,740
Other Assets:
Investment in Levelred.com $ 922,205
Tradename "Levelred.com" $ 25,000
Other $ -
-----------
Total Other Assets $ 947,205
-----------
Total Assets $ 2,474,735
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Sales Fees Payable $ 353,000
Other Accrued Payables $ 20,000
-----------
Total Liabilities $ 373,000
Shareholders' Equity
Common Stock 5,116,666 Shares, par value $0.001 $ 5,117
Paid-in Capital $ 2,098,618
Retained Earnings $ (2,000)
Current Year Earnings $ -
-----------
Total Shareholders' Equity $ 2,101,735
Total Liabilities and Shareholders' Equity $ 2,474,735
</TABLE>
<PAGE>
ZANDRIA CORPORATION
ASSET PURCHASE AGREEMENT BETWEEN ZANDRIA ENTERTAINMENT NETWORK
AND ZANDRIA CORPORATION
DATED MARCH 14, 2000
NOTES TO BALANCE SHEET
Notes to Balance Sheet:
1. On 3/14/00, pursuant to the Asset Purchase Agreement,
Zandria Corporation acquired the assets of Zandria
Entertainment Network, Inc. ("ZEN"). Assets and liabilities
were transferred on a purchase accounting basis at book
value.
2. Prior to this transaction the balance sheet of Zandria
Corporation showed no assets and no liabilities.
3. Prior to this transaction the balance of Zandria
Corporation's Shareholder Equity included retained loss at
12/31/99 of $2,000, and 1,000,000 shares common stock issued
and outstanding, par value $0.001 with paid-in-capital of
$1,000.
4. On 12/31/99 1,000,000 shares of common stock, par value
$0.001, were issued and outstanding leaving 99,000,000
shares authorized but not issued.
5. Pursuant to the Asset Purchase Agreement, 4,000,000 shares
of common stock, par value $0.001, issued to ZEN, and
116,666 shares of common stock were issued to Capital
General Corporation pursuant to the Agreement.
6. The above referenced transactions result in 5,116,666 of
common shares, par value $0.001, issued and outstanding.
7. Subsequent to the date of the Asset Purchase Agreement a 6
for 1 forward split of the common stock of this company was
authorized by a resolution of the Board of Directors.
8. On 3/16/00 1,498,600 of shares common stock were issued to
Shesado, Ltd. post split.
9. Resulting shares of common stock outstanding at 3/16/00 are
32,498,596.
