UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) APRIL 20, 2001
EHOMEONE.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-31131 88-0421459
- -----------------------------------------------------------
(State of (Commission (I.R.S. Employer
Organization) File Number) Identification No.)
pre-merger)
255 S. Orange St., Suite 600, Orlando FL 32801
- -----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(407) 206-6599
Registrant's telephone number, including area code
KENROY COMMUNICATIONS CORP.
1350 E. Flamingo Rd., Suite 688
Las Vegas, NV 89119
(Former Name and/or Former Address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to a Share Exchange Agreement (the "Agreement") effective April
20, 2001, Kenroy Communications Corp., a Nevada corporation (the
"Company"), acquired one hundred percent (100%) of all the outstanding
shares of common stock ("Common Stock") of eHomeOne.com, Inc., a Florida
corporation ("eHomeOne"), from all of the shareholders of the issued and
outstanding common stock of Kenroy, for a total of 10,000,000 shares.
The Agreement was approved by the unanimous consent of the Board of
Directors of Kenroy and the shareholders of eHomeOne on March 1, 2001.
As of April 24, 2001, Kenroy shall change its name to eHomeOne.com, Inc. As
of the effective date, eHomeOne's officers and directors will become the
officers and directors of Kenroy. As of the Effective Date, Mr. Ken
Royceton shall have resigned as the sole officer and director of Kenroy. No
subsequent changes in the officers, directors and five percent shareholders
of the Company are presently known.
The following table sets forth information regarding the beneficial
ownership of the shares of the Common Stock (the only class of shares
previously issued by the Company) at April 24, 2001 by (i) each person
known by the Company to be the beneficial owner of more than five percent
(5%) of the Company's outstanding shares of Common Stock, and (ii) by all
directors and executive officers of the Company as a group, prior to and
upon completion of this Offering. Each person named in the table, has sole
voting and investment power with respect to all shares shown as
beneficially owned by such person and can be contacted at the address of
the Company.
Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Dynetech Corporation 727,272 7.12%
(1)
Lawrence Pino
255 S. Orange Ave.
Orlando, FL 32801
Common Robert Blair 2,727,272 26.69%
431 E. Central Blvd.,
#903
Orlando, FL 32801
Common Harlaxton Ltd. (2) 909,090 8.9%
Douglas Shane Hackett
104 San Juan Ct.
Altamonte Springs, FL
32714
Common Total owners of 5% or 4,363,634 42.71%
more
Beneficial Holdings of Officer and Directors:
Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Dynetech Corporation 727,272 7.12%
(1)
Lawrence Pino
255 S. Orange Ave.
Orlando, FL 32801
Common Robert Blair 2,727,272 26.69%
431 E. Central Blvd.,
#903
Orlando, FL 32801
Common Harlaxton Ltd. (2) 909,090 8.9%
Douglas Shane Hackett
104 San Juan Ct.
Altamonte Springs, FL
32714
Common Total ownership of 4,363,634 42.71%
officers and directors
(1) Lawrence Pino owns 100% of Dynetech Corporation and is also a director
of eHomeOne.com, Inc.
(2) Douglas Shane Hackett is the principal shareholder of Harlaxton, Ltd.
and is also a director of eHomeOne.com, Inc.
A copy of the Agreement has been filed as an exhibit to this Form 8-K and
is incorporated in its entirety.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the Agreement, the Company acquired one hundred percent (100%)
of the issued and outstanding shares of common stock (Common Stock) of
eHomeOne from all of the shareholders of the issued and outstanding Common
Stock of eHomeOne, in exchange for a total of 10,000,000 shares of common
stock. No material relationship exists between the selling shareholders of
eHomeOne or any of its affiliates, any director or officer, or any
associate of any such director or officer of eHomeOne and the Company. The
consideration exchanged pursuant to the Agreement was negotiated between
eHomeOne and the Company in an arm's-length transaction.
ITEM 5. OTHER
On April 20, 2001 Company's principal executive addresses changed to 255 S.
Orange Ave., Suite 600, Orlando, FL 32801.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
a) The Audited Financial Statements for the year ended December 31, 2000
and 1999 for eHomeOne.com, Inc. are hereby attached to this Form 8-K.
b) Prior to the merger with eHomeOne.com, Inc., Kenroy was not operating
and had no assets and no revenue during 2000. The pro-forma financial
statements, which serve to state the results of 1999 as if the two
companies had combined operations during 1999, therefore, will not
differ in any material way from the financial statements of
eHomeOne.com, Inc. The Company will not, therefore, include separate
pro-forma financial statements.
EHOMEONE.COM, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT 1
BALANCE SHEET 2
STATEMENT OF OPERATIONS 3
STATEMENT OF STOCKHOLDERS' DEFICIT 4
STATEMENT OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6-9
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS OF EHOMEONE.COM, INC.
We have audited the accompanying balance sheet of EHOMEONE.COM, INC. (A
Development Stage Company) as of December 31, 2000 and the related
statements of operations, stockholders' deficit and cash flows for the
period from June 6, 2000 (inception) to December 31, 2000. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of EHOMEONE.COM,
INC. as of December 31, 2000 and the results of its operations and its
cash flows for the period from June 6, 2000 (inception) to December 31,
2000 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 6 to
the financial statements, the Company has suffered losses from operations
and its limited capital resources raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 6. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
MERDINGER, FRUCHTER ROSEN & CORSO, P.C.
Certified Public Accountants
New York, New York
January 24, 2001
EHOMEONE.COM, INC.
(A Development Stage Company)
BALANCE SHEET
DECEMBER 31, 2000
ASSETS
Current assets
Cash and cash equivalents $ 47,192
Property and equipment, net of accumulated
depreciation of $1,667 8,333
Production costs 11,454
Other assets 1,210
-----------
Total assets $ 68,189
===========
LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities
Accounts payable 3,318
Accounts payable - related party 44,010
Accrued expenses 25,134
Advances payable - shareholder 2,750
Notes payable 168,250
-----------
Total liabilities 243,462
-----------
STOCKHOLDERS' DEFICIT
Common stock, $0.01 par value;
1,000,000 shares authorized,
1,000 shares issued and outstanding 10
Additional paid in capital 13,115
Deficit accumulated during
the development stage (188,398)
-----------
Total stockholders' deficit (175,273)
-----------
Total liabilities and stockholders' deficit $ 68,189
===========
The accompanying notes are an integral part of these financial statements.
- 2 -
EHOMEONE.COM, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
JUNE 6, 2000 (INCEPTION) TO DECEMBER 31, 2000
Revenue $ 855
-----------
Website development 2,500
Marketing, general and administrative 163,281
Depreciation expense 1,667
-----------
167,448
-----------
Loss from operations before other income
(expense) and income taxes (166,593)
Interest income 272
Interest (expense) (22,077)
-----------
Loss before income taxes (188,398)
Income tax expense -
-----------
Net loss $ (188,398)
===========
Net loss per share - basic and diluted $ (188.40)
===========
Weighted average shares outstanding 1,000
===========
The accompanying notes are an integral part of these financial statements.
- 3 -
EHOMEONE.COM, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIT
Deficit
Accumulated
Additional During
Common Stock Paid-in Development
Shares Amount Capital Stage Total
--------- ------ ---------- ----------- ---------
Balance, June 6, 2000 - $ - $ - $ - $ -
Issuance of shares, June 13, 2000 1,000 10 12,490 - 12,500
Transfer of shares by
stockholder,
June 13, 2000 - - 625 - 625
Net loss - - - (188,398) (188,398)
-------- -------- --------- ---------- ----------
Balance, December 31, 2000 1,000 $ 10 $ 13,115 $(188,398) $(175,273)
======== ======== ========= ========== ==========
The accompanying notes are integral part of these financial statements.
- 4 -
EHOMEONE.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
JUNE 6, 2000 (INCEPTION) TO DECEMBER 31, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (188,398)
Adjustments to reconcile net loss to net cash
used by operating activities:
Expenses paid by stockholder 625
Depreciation 1,667
Common stock issued for services 2,500
Increase in other assets (1,210)
Increase in accounts payable and accrued expense 72,462
-----------
Net cash used in operating activities (112,354)
-----------
CASH FLOWS FROM INVESTING ACTIVITIES
Production costs (11,454)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES
Shareholder advances 2,750
Proceeds from notes payable 168,250
-----------
Net cash provided by financing activities 171,000
-----------
Net increase in cash and cash equivalents 47,192
CASH AND CASH EQUIVALENTS - Beginning
of period -
-----------
CASH AND CASH EQUIVALENTS - End of period $ 47,192
===========
SUPPLEMENTAL INFORMATION:
During the initial period June 6, 2000 to December 31, 2000,
the Company paid no cash for interest or income taxes.
The accompanying notes are an integral part of these financial
statements.
- 5 -
EHOMEONE.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Nature of Operations
EHomeOne.com, Inc. (the "Company") is currently a
development-stage company under the provisions of the
Financial Accounting Standards Board ("FASB") Statement
of Financial Accounting Standards ("SFAS") NO. 7. The
Company was incorporated under the laws of the state of
Florida on June 6, 2000. The Company conducts its
operations from offices located in Orlando, Florida.
The Company intends to offer comprehensive education
and services necessary for the first time homebuyer to
purchase a home successfully and economically. The
Company will offer a unique "let us do it for you"
format which allows the Company to direct and control
the process. The intent is to create a relationship
with the targeted segment so that the Company can
benefit from the various affiliations and ongoing
relationships that will be developed. Such
affiliations and relationships will include, but not be
limited to, mortgages, appraisals, home inspections,
real estate offices and home furnishings.
The Company's program will be marketed through
integrated direct response consisting of a
professionally produced 30-minute television
infomercial, a state of the art e-commerce internet
website and a Home Buyer and Personal Services
Workshop. The infomercial will provide the opportunity
for the viewer to purchase a First Time Homebuyers
Toolbox containing a variety of components to
facilitate the purchase of the home.
Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that
affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported
amounts of revenue and expenses during the reporting
period. Actual results could differ from those
estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments
purchased with original maturities of three months or
less to be cash equivalents.
Property and Equipment
Property and equipment are stated at cost and are
depreciated using the straight-line method over their
estimated useful lives, generally three years.
Maintenance and repairs are charged to expense as
incurred.
- 6 -
EHOMEONE.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
Concentration of Credit Risk
The Company places its cash in what it believes to be
credit-worthy financial institutions. However, cash
balances may exceed FDIC insured levels at various
times during the year.
Fair Value of Financial Instruments
The carrying value of cash and cash equivalents,
accounts payable and accrued expenses, and advances
payable approximates fair value due to the relatively
short maturity of these instruments. The carrying
value of notes payable approximates fair value as the
instruments were issued currently at market rates.
Long-lived Assets
Long-lived assets to be held and used are reviewed for
impairment whenever events or changes in circumstances
indicate that the related carrying amount may not be
recoverable. When required, impairment losses on
assets to be held and used are recognized based on the
fair value of the assets and long-lived assets to be
disposed of are reported at the lower of carrying
amount or fair value less cost to sell.
Income Taxes
Income taxes are provided for based on the liability
method of accounting pursuant to SFAS No. 109,
"Accounting for Income Taxes". Deferred income taxes,
if any, are recorded to reflect the tax consequences on
future years of differences between the tax bases of
assets and liabilities and their financial reporting
amounts at each year-end.
Earnings Per Share
The Company calculates earnings per share in accordance
with SFAS No. 128, "Earnings Per Share", which requires
presentation of basic earnings per share ("BEPS") and
diluted earnings per share ("DEPS"). The computation
of BEPS is computed by dividing income available to
common stockholders by the weighted average number of
outstanding common shares during the period. DEPS
gives effect to all dilutive potential common shares
outstanding during the period. The computation of DEPS
does not assume conversion, exercise or contingent
exercise of securities that would have an antidilutive
effect on earnings. As of December 31, 2000, the
Company has no securities that would effect loss per
share if they were to be dilutive.
Comprehensive Income
SFAS No. 130, "Reporting Comprehensive Income",
establishes standards for the reporting and display of
comprehensive income and its components in the
financial statements. The Company had no items of
other comprehensive income and therefore has not
presented a statement of comprehensive income.
- 7 -
EHOMEONE.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
Production Costs
Production costs represent costs incurred in connection
with the production of the Company's infomercial. When
completed, the cost of the infomercial will be
amortized over its expected economic life.
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows:
Furniture, Fixtures and Equipment $ 10,000
Less: Accumulated Depreciation 1,667
---------
$ 8,333
=========
Depreciation expense for the period ended December 31,
2000 was 1,667.
NOTE 3 - NOTES PAYABLE
The Company has been advanced funds aggregating
$168,250 pursuant to a loan agreement with Interfund
Management Ltd. ("IML") dated August 25, 2000. The
advances bear interest at the rate of 12% per year and
are repayable upon demand. The advances are secured by
all of the tangible and intangible assets of the
Company, and by all of the outstanding stock of the
Company.
IML is assisting the Company in locating a suitable
publicly traded company, with no assets or liabilities,
such entity to either merge with or acquire the
Company. IML is also assisting the Company in
facilitating an equity private placement for working
capital through the sale of restricted common stock.
IML has the right to convert its debt and accrued
interest into 100,000 shares of the public company's
restricted common stock, subsequent to the
aforementioned merger or acquisition.
As consideration for providing funds pursuant to this
loan agreement, the Company is to issue to IML 1,500
shares of its common stock. The shares to be issued
have been valued at $18,750 and have been recorded in
the statement of operations as interest expense. These
shares have not yet been issued. Upon issuance, IML
will own 60% of the outstanding common stock and will
be in control of the Company.
- 8 -
EHOMEONE.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
NOTE 4 - NON-CASH FINANCIAL ACTIVITIES
* 800 shares of common stock were issued for assets
valued at $10,000.
* 200 shares of common stock, valued at $2,500,
were issued as a payment for services.
* 50 shares of common stock, valued at $625, were
transferred by a stockholder as a payment for
services.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company has entered into an amended agreement with
a stockholder pursuant to which the stockholder will
provide management services and office space to the
Company. The term of the amended agreement is one
year, commencing August 1, 2000. The prior agreement
commenced June 13, 2000. The agreement automatically
renews each year; however, it can be cancelled at any
time by either party upon thirty days written notice.
The agreement provides for a monthly management fee of
5% of the Company's gross monthly revenue, with a
minimum of $5,000 per month and a maximum of $15,000
per month. Management fees pursuant to this agreement
included in the statement of operations totaled
$32,500.
The agreement also provides for a monthly rental of
$2,600 per month (previously $4,600 per month). Total
rent expense recorded in the statement of operations is
$17,300.
At December 31, 2000, $44,010 is payable to the
stockholder described above. This amount is reflected
in the financial statements as Accounts Payable -
Related Party.
NOTE 6 - GOING CONCERN
The accompanying financial statements have been
prepared assuming the Company will continue as a going
concern. As of December 31, 2000, the Company has
incurred operating losses for the period in the amount
of $188,398, has no established source of revenue and
has a working capital deficit of $196,270. The Company
plans to merge with or be acquired by a publicly-traded
company. However, this public company would be non-
operational and would have no assets or liabilities.
The Company expects to begin generating revenue during
2001 and also anticipates raising funds through equity
offerings to fund its operations. There can be no
assurances that sufficient funds will be available on
terms acceptable or at all. If the Company is unable
to obtain such funds, it will be forced to scale back
operations, which would have an adverse effect on the
Company's financial condition and results of
operations.
- 9 -
EXHIBITS
2.1 Share Exchange Agreement
3.1 Articles of Share Exchange
3.2 Certificate of Amendment
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized.
eHomeOne.com, Inc.
By: /s/ Robert Blair
Robert Blair, President
Date: April 24, 2001