SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
JANUARY 6, 2002
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Date of Report
(Date of Earliest Event Reported)
SILK BOTANICALS.COM, INC.
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(Exact name of Registrant as Specified in its Charter)
975 S. CONGRESS AVENUE
SUITE 102
DELRAY BEACH, FLORIDA 33445
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(Address of Principal Executive Offices)
(561) 265-3600
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(Registrant's Telephone Number)
FLORIDA 0-21725 65-0886132
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
EXPLANATORY NOTE
On January 21, 2002, Silk Botanicals.Com, Inc., a Florida corporation
(the "Registrant"), filed a Current Report on Form 8-K dated as of January
6, 2002, pertaining to the terms of an Asset Purchase Agreement (the
"Agreement)" with BTSL Technologies Limited ("BTSL"), an Irish limited
liability company, dated December 5, 2001. This Amendment No. 1 is
filed to submit the audited financial statements of BTSL, and certain
pro forma financial information required by Item 7 of Form 8-K. In
addition, it will amend certain other information contained therein as
described below.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 5, 2001 BTSL Technologies Limited ("BTSL"), an Irish
limited liability company, entered into an Asset Purchase Agreement
("Agreement") with Silk Botanicals.Com, Inc. ("Registrant") regarding
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the sale of certain of the assets and business opportunities
("Acquired Assets") of BTSL to Registrant in exchange for 20,00,000
shares of Registrant common stock in a tax-free reorganization. The
transaction closed on January 6, 2002. The assets were transferred
to TecEnergy Limited, a newly-formed wholly-owned subsidiary of the
Registrant, and as a consequence of the exchange for 20,00,000
shares of Registrant common stock, BTSL owned a majority of the
issued and outstanding voting securities of the Registrant after the
closing. Concurrently with execution of the Agreement, Padraic
Maloney and Tim Coburn were appointed to the Registrant's Board of
Directors to serve with Joseph R. Bergmann, the Registrant's Chief
Executive Officer who has been a director since 1999.
The foregoing summary of the terms of the Asset Purchase Agreement
does not purport to be complete and is qualified in its entirety by
reference to the full text of the Asset Purchase Agreement, a copy of
which was filed as an exhibit to the Current Report on Form 8-K filed
January 21, 2002.
This Form 8-K/A amends the Current Report on Form 8-K filed January
21, 2002 to include Item 7 (a) financial statements and Item 7 (b) pro
forma financial information.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired. The financial
statements of BTSL Technologies Limited are filed as Exhibit
99.4 and are incorporated herein by reference.
(b) Pro Forma Financial Information. The following pro forma
financial information is filed as Exhibit 99.5 and is
incorporated herein by reference.
Pro forma condensed balance sheet as of December 31, 2001
Pro forma condensed balance sheet as of December 31, 2001
Notes to pro forma financial information
(c) Exhibits.
Exhibit 99.4
The financial statements of BTSL Technologies Limited
Exhibit 99.5
Pro forma condensed balance sheet as of December 31, 2001
Pro forma condensed balance sheet as of December 31, 2001
Notes to pro forma financial information
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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.
SILK BOTANICALS.COM, INC.
BY: /s/ JOSEPH R. BERGMANN, PRESIDENT
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DATE: March 26, 2002
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