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
FEBRUARY 6, 2002
---------------------------------
Date of Report
(Date of Earliest Event Reported)
SILK BOTANICALS.COM, INC.
------------------------------------------------------
(Exact name of Registrant as Specified in its Charter)
975 S. CONGRESS AVENUE
SUITE 102
DELRAY BEACH, FLORIDA 33445
----------------------------------------
(Address of Principal Executive Offices)
(561) 265-3600
-------------------------------
(Registrant's Telephone Number)
FLORIDA 0-21725 65-0886132
- ---------------------------- ---------------- -------------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
EXPLANATORY NOTE
On February 21, 2002, Silk Botanicals.Com, Inc., a Florida corporation
(the "Registrant"), filed a Current Report on Form 8-K dated as of
February 6, 2002, pertaining to the terms of a Stock Purchase Agreement
(the "Agreement)" with Graham Energy of NV, Inc. ("GENV"), a Nevada
corporation dated December 6, 2001. This Amendment No. 1 is filed to submit
the audited financial statements of GENV, 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.
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 6, 2001 Graham Energy NV, Inc. ("GENV"), a Nevada
corporation, and its shareholders entered into a Stock Purchase
Agreement ("Agreement") with Silk Botanicals.Com, Inc. ("Registrant")
regarding the sale of 100% of the outstanding shares of GENV to
Registrant in exchange for 4,000,000 shares of Registrant common stock
in a tax-free reorganization. The transaction closed on February 6,
2002. The transaction allows GENV to appoint one person to the
Registrant's Board of Directors. GENV's assets consist of six oil and
gas fields in Texas, which includes 24 currently producing wells; 50
additional wells that can be re-activated upon completion of a work-
over; 86 proven but undeveloped off-set well locations; and 24
additional probable well locations.
The foregoing summary of the terms of the Stock Purchase Agreement
does not purport to be complete and is qualified in its entirety by
reference to the full text of the Stock Purchase Agreement, a copy of
which was filed as an exhibit to the Current Report on Form 8-K filed
February 21, 2002.
This Form 8-K/A amends the Current Report on Form 8-K filed February
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 Graham Energy of NV, Inc. are filed as Exhibit
99.6 and are incorporated herein by reference.
(b) Pro Forma Financial Information. The following pro forma
financial information is filed as Exhibit 99.7 and is
incorporated herein by reference.
Pro forma condensed balance sheet as of November 30, 2001
Pro forma condensed balance sheet as of November 30, 2001
Notes to pro forma financial information
(c) Exhibits.
Exhibit 99.6
The financial statements of Graham Energy of NV, Inc.
Exhibit 99.7
Pro forma condensed balance sheet as of November 30, 2001
Pro forma condensed balance sheet as of November 30, 2001
Notes to pro forma financial information
3
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
-------------------------------------
DATE: April 22, 2002
4