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
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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.
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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)<F1> 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)<F2> N/A
2.3 Articles of Share Exchange (3)<F3> N/A
16 Letter from auditor 6
99.1 Press Release dated February 21, 2001 (3)<F3> N/A
---------------
<FN>
(1)<F1> Incorporated by reference to the registrant's definitive proxy statement filed January 2,
2001
(2)<F2> Incorporated by reference to the registrant's Form 10-QSB for the fiscal quarter ended
December 31, 2000
(3)<F3> Filed previously
</FN>
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.
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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.
E-TREND NETWORKS, INC.
May 8, 2001 By: /s/ Caroline G. Armstrong
-------------------------------------
Caroline G. Armstrong, President and CEO
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