UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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
Longhorn, Inc.
(Former name or former address, if changed since last report)
This Report Consists of 2 Pages
<PAGE>
Item 1 Changes in Control of Registrant
The Registrant is now controlled by Zandria Entertainment
Networks, Inc., a Florida corporation. The Registrant entered
into an Asset Purchase Agreement with Zandria Entertainment
Networks, Inc., a Florida corporation, ("Zandria") to acquire all
its assets. The Registrant provided Zandria with 4,000,000
shares of its restricted common stock which provided Zandria, at
the close of this transaction, 78.18% of the issued and
outstanding common stock. Zandria is a non-reporting, non-
trading company.
Item 2 Acquisition on Disposition of Assets
The Registrant has acquired the assets, subject to liens and
liabilities, of Zandria on March 14, 2000. A list of the assets
acquired are set forth in Exhibit "A" attached hereto.
Item 3 Bankruptcy or Receivership
Not Applicable.
Item 4 Changes in Registrant's Certifying Accountant
The Registrant has retained the firm of Jones, Jensen &
Company, Certified Public Accountants, 50 South Main Street,
Suite 1450, Salt Lake City, UT 84144.
(a) The date of engagement is March 21, 2000.
(b) There were no disagreements with the former accountant.
(c) The accountants report for the last two (2) years was
unqualified.
(d) The former accountant agrees with the statements made
by the Registrant and a copy of his letter, addressed
to the Commission as to his agreement, is attached
hereto as Exhibit "B".
(e) The decision to change accountants was approved by the
Board of Directors.
Item 5 Other Events
On March 14, 2000, Krista Nielson and Sasha Belliston, the
remaining Directors, named Trevor Watson Director and then
resigned as an Officers and Directors. Upon the resignation of
Krista Nielson and Sasha Bellistron, Trevor Watson named Earl
Wong and Michael Howard as Directors and Board of Directors
elected Trevor Watson the new Chairman and Chief Executive
Officer. In addition, Trevor Watson was elected Secretary of the
Registrant and Michael Howard was elected Chief Financial
Officer. On March 16, 2000 the Board of Directors voted to
change the name of the Registrant to Zandria Corporation and
authorized a stock split of six new common shares for each old
share.
Item 6 Resignations of Registrant's Directors
Krista Nielson and Sasha Belliston have resigned as
Directors and Officers of the Registrant on March 14, 2000.
There were no disagreements between Krista Nielson, Sasha
Belliston and the Registrant.
Item 7 Financial Statement and Exhibits
Audited Financial Statements of the Registrant will be filed
prior to May 10, 2000.
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: March 24, 2000 By: /s/ Trevor Watson
Trevor Watson
CEO/Director
<PAGE>
EXHIBIT "A"
ZANDRIA ENTERTAINMENT NETWORK, INC.
BALANCE SHEET AS OF MARCH 10, 2000
SUMMARY
(unaudited)
BALANCE
ASSETS 3/10/00
-----------
Current Assets: $ 773,575
Fixed Assets $ 83,543
Other Assets $ 1,125,000
-----------
Total Assets $ 1,982,118
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities $ 92,150
Shareholder's Equity $ 1,889,968
-----------
Total Liabilities and Shareholders' Equity $ 1,982,118
<PAGE>
ZANDRIA ENTERTAINMENT NETWORK, INC.
BALANCE SHEET AS OF MARCH 10, 2000
ASSETS
(unaudited)
BALANCE
ASSETS 3/10/00
-----------
Current Assets:
Cash Accounts
Wells Fargo Checking Account 0488-839002 $ 82,575
Wells Fargo Investment Account 6618746804 $ 500,000
-----------
Total Cash Accounts $ 582,575
Loans Receivable - Levelred.com (see note 1) $ 191,000
Fixed Assets:
Furniture, Fixtures & Equipment $ 39,372
Vehicles:
Lincoln Towncar 1993 $ 14,205
Jeep Cherokee 1994 $ 14,131
Plymouth Mini Van 1996 $ 15,835
-----------
Total Vehicles $ 44,171
-----------
Total Fixed Assets $ 83,543
Other Assets:
Investment in Levelred (see note 2) $ 800,000
Tradename "Levelred.com" $ 25,000
Investment in New-Co $ 300,000
-----------
Total Other Assets $1,125,000
-----------
Total Assets $1,982,118
===========
Note 1: Convertible to Stock
Note 2: 3,000,000 shares at $.25 per share
$50,000 for Grant of Call Option
<PAGE>
ZANDRIA ENTERTAINMENT NETWORK, INC.
BALANCE SHEET AS OF MARCH 10, 2000
LIABILITIES
(unaudited)
BALANCE
LIABILITIES 3/10/00
-----------
Broker Fees Payable (see note 1) $ 82,150
Other Accrued Payables $ 10,000
-----------
Total Liabilities $ 92,150
Note 1: Broker fees payable to First Choice Productions, Inc.
<PAGE>
ZANDRIA ENTERTAINMENT NETWORK, INC.
BALANCE SHEET AS OF MARCH 10, 2000
SHAREHOLDERS' EQUITY
(unaudited)
BALANCE
SHAREHOLDERS' EQUITY 3/10/00
-----------
Common Stock $ 4,156,425
Retained Earnings $(1,615,724)
Current Year Earnings $ (650,733)
-----------
Total Equity $ 1,889,968
COMMON SHARES
Authorized 25,000,000
Issued 4,797,945
Treasury 202,055
Total Outstanding 5,000,000
<PAGE>
EXHIBIT "B"
[SMITH & COMPANY LETTERHEAD]
March 22, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: Zandria Entertainment Networks, Inc.
(formerly Longhorn, Inc.)
Dear General Persons:
Please be advised that we were the former accountant for Zandria
Entertainment Networks, Inc. (formerly Longhorn, Inc.), a Nevada
corporation. We agree with the statements of the registrant made
in Item 4. The registrant may file a copy of this letter as an
exhibit to its report on form 8-K.
Very truly yours,
Smith & Company
10 West 100 South, Suite 700 - Salt Lake City, Utah 84101-1554
Telephone: (801) 575-8297 - Facsimile: (801) 575-8306
E-mail: [email protected]
Members: American Institute of Certified Public Accountants
Utah Association of Certified Public Accountants
