-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UYRk+IseR34H4mN1vLm92dSjOS2JQR67mBvWbKqFPVjtH3Cust/zcW8+qP90s3SS 3WQbUE0IN1xxpPSXH6knfA== 0000949353-01-500087.txt : 20010511 0000949353-01-500087.hdr.sgml : 20010511 ACCESSION NUMBER: 0000949353-01-500087 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010221 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: E TREND NETWORKS INC /DE CENTRAL INDEX KEY: 0001081823 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-28879 FILM NUMBER: 1628506 BUSINESS ADDRESS: STREET 1: 5919 3RD STREET SE STREET 2: CALGARY, ALBERTA CANADA T2H 1KE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4032527766 MAIL ADDRESS: STREET 1: 10900 N E 8TH STREET STREET 2: #900 CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: COOL ENTERTAINMENT INC DATE OF NAME CHANGE: 20000112 8-K/A 1 amd28-k.txt AMENDMENT NO. 2 TO 02-21-01 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): FEBRUARY 21, 2001 E-TREND NETWORKS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-28879 APPLIED FOR (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 5919 - 3RD STREET, S.E., CALGARY, ALBERTA, CANADA T2H 1K3 (Address of principal executive offices) (Zip Code) (403) 252-7766 Registrant's telephone number, including area code COOL ENTERTAINMENT, INC. 10900 N.E. 8TH STREET, SUITE 900, BELLEVUE, WASHINGTON 98004 (Former name or former address, if changed since last report) Exhibit index on consecutive page 4 ITEM 1. CHANGES IN CONTROL OF REGISTRANT See the disclosure in Item 5 below. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS See the disclosure in Item 5 below. ITEM 3. BANKRUPTCY OR RECEIVERSHIP Not Applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT At a shareholders' meeting held January 26, 2001, the shareholders of E-Trend Networks, Inc., then a private Nevada corporation, approved the election of KPMG LLP to audit the financial statements for the fiscal year ended September 30, 2001. E-Trend's Board of Directors recommended KPMG LLP because that firm is the existing certifying accountant for the registrant, which is now the parent company of E-Trend due to the acquisition described in Item 5 below. Ernst & Young LLP had audited E-Trend's financial statements for the fiscal year ended September 30, 2000. ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On February 21, 2001, the registrant effected its reorganization. Cool Entertainment, Inc., a Colorado corporation merged into E-Trend Networks, Inc., its wholly-owned Delaware subsidiary. As a result, the registrant changed its name to E-Trend Networks, Inc., changed its domicile to Delaware, and effected a 1-for-100 reverse stock split. The registrant's new CUSIP number is 26924T 10 4 and its new trading symbol is ETDN. Also on February 21, 2001, the registrant closed its acquisition of E-Trend Networks, Inc., a privately-held Nevada corporation ("E-Trend"), pursuant to the terms of a Share Exchange Agreement dated December 22, 2000 (the "Share Exchange Agreement"). E-Trend is now a wholly-owned subsidiary of the registrant. The registrant has issued 4,441,867 (post-reverse split) shares of its common stock to the shareholders of E-Trend. There are now 4,825,273 shares of common stock of the registrant issued and outstanding (without giving effect to the elimination of fractional shares). The registrant's management now consists of designees from E-Trend, with the exception of Len Voth:
Caroline G. Armstrong - President, Chief Executive Officer, and Director Michael McKelvie - Senior Vice President, Marketing & Communications 2 Timothy J. Sebastian - Secretary and General Counsel Trevor Hillman - Director Gregg Johnson - Director Paul Miller - Director Donald Spear - Director Roy Grant - Director Martin McDonough - Director William Christie - Director Len Voth - Director
An interim chief financial officer is currently serving until a permanent replacement is found. Effective May 7, 2001, the board of directors will be reduced to three members: Gregg Johnson, Trevor Hillman, and Len Voth. Since February 22, 2001, the executive offices of the registrant have been located at the facilities of E-Trend in Calgary, Alberta. Founded in April 1999 as a Nevada corporation by VHQ Entertainment Inc. (formerly Video Headquarters Inc.), a Canadian Venture Exchange ("CDNX")-listed company ("VHQ"), E-Trend develops and operates a number of Internet websites which offers a variety of products including music, movies on DVD and VHS, video games, PC gaming software, and other entertainment related products. E-Trend has two existing product-based web sites and one under development that target purchasers of its products and one information-based web site portal that is formatted as an online entertainment magazine: o WWW.MOVIESOURCE.COM, which currently offers filmed entertainment products, including feature films both in VHS cassette and DVD format, and educational, health and fitness and instructional videos and special interest videos; o WWW.VHQMUSIC.COM, which offers a broad range of compact disc and cassette music selections, and music video products; o WWWVHQGAMES.COM, which will offer current top-selling video game titles in popular video game and PC formats, including Sony Play Station, Sony Play Station II, Nintendo 64, and Sega Dreamcast, and focuses on video game enthusiasts; and o WWW.ENTERTAINME.COM which is an on-line entertainment magazine that functions as a portal to E-Trend's e-commerce sites. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS Not Applicable. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired: E-Trend's audited statements for the year ended September 30, 2000, and E-Trend's unaudited statements for the three months ended December 31, 2000, are filed herewith. (b) Pro forma financial information: Filed herewith (c) Exhibits
REGULATION CONSECUTIVE S-K NUMBER DOCUMENT PAGE NUMBER 2.1 Share Exchange Agreement dated December 22, 2000 (1) N/A 2.2 Certificate of Ownership Merging Cool Entertainment, Inc. into E-Trend Networks, Inc. Pursuant to Section 253 of the Delaware General Corporation Law and Articles of Merger Pursuant to Section 7-111-105 of the Colorado Business Corporation Act (2) N/A 2.3 Articles of Share Exchange (3) N/A 16 Letter from auditor 6 99.1 Press Release dated February 21, 2001 (3) N/A --------------- (1) Incorporated by reference to the registrant's definitive proxy statement filed January 2, 2001 (2) Incorporated by reference to the registrant's Form 10-QSB for the fiscal quarter ended December 31, 2000 (3) Filed previously
ITEM 8. CHANGE IN FISCAL YEAR The business combination with E-Trend will be accounted for by the purchase method as a reverse take-over transaction with E-Trend identified as the acquiror and the registrant identified as the acquired business. E-Trend's fiscal year end is September 30. Accordingly, the new fiscal year end of the registrant will be September 30 and no transition report is required. ITEM 9. REGULATION FD DISCLOSURE Not applicable. 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. E-TREND NETWORKS, INC. May 8, 2001 By: /s/ Caroline G. Armstrong ------------------------------------- Caroline G. Armstrong, President and CEO 5 EX-16 2 ernst.txt LETTER FROM AUDITOR ERNST & YOUNG Ernst & Young LLP Phone: 403-290-4100 Fax: 403-290-4200 Chartered Accountants Suite 1000, Ernst & Young Tower 440 2 Avenue, S.W. Calgary, Canada T2P 5B9 May 4, 2001 Securities and Exchange Commission 450 Sifth Street N.W. Washington DC 20549 U.S.A. RE: E-TRENT NETWORKS, INC. (THE "COMPANY") COMMISSION FILE NUMBER: 0-28879 We have read Item 4 of the Form 8-K/A of the Company dated May 7, 2001 and agree with the disclosure contained therein. Yours sincerely, /s/Ernst & Young LLP A MEMBER OF ERNST & YOUNG INTERNATIONAL, LTD. -----END PRIVACY-ENHANCED MESSAGE-----