SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
AMENDMENT NO. 1 TO FORM 8-K FILED ON MAY 26, 2005
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 19, 2005
ActiveCore Technologies, Inc.
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(Exact name of Registrant as specified in its charter)
Nevada 000-30397 65-6998896
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
156 Front Street West, Suite 210
Toronto, Ontario M5J-2L6
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(Address of principal executive offices)
(416) 252-6200
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Registrant's telephone number, including area code
This Form 8-K/A amends the Current Report on Form 8-K/A is filed by ActivecoreK
of ActiveCore Technologies, Inc., a Nevada corporation ("Activecore (the
"Registrant" or the "Company"), as an amendment to that certain Current Report
on Form 8-K"ActiveCore") filed with the Securities and Exchange Commission on
May 26, 2005 to include the information required by Item 7.2005, regarding the
Registrant's acquisition of all of the issued and outstanding capital stock of
Cratos Technology Solutions Inc., an Ontario corporation ("Cratos"). The sole
purpose of this amendment is to provide the audited historical financial
statements of the business acquired as required by Item 9.01(a) and the
unaudited pro forma financial information required by Item 9.01(b), which
financial statements and information were not included in the original filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements and exhibits are filed as part of this
Current Report on Form 8-K/A, where indicated:
(a) Financial statements of the business acquired
The following audited financial statements of Cratos are included as
Exhibit 99.1 to this Current Report on Form 8-K/A:
(i) Report of the Independent Auditors
(ii) Balance Sheets as of October 31, 2004 and 2003
(iii) Statements of Operations and Deficit for the years ended October 31,
2004, and 2003
(iv) Statements of Cash Flows for the years ended October 31, 2004, and
2003
(v) Notes to the Financial Statements
(b) Pro forma financial information
The following unaudited pro forma financial information of ActiveCore and
Cratos is included as Exhibit 99.2 to this Current Report on Form 8-K/A:
(i) Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March
31, 2005
(ii) Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the three-month period ended March 31, 2005
(iii) Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the twelve-month period ended December 31, 2004
(iv) Notes to the Unaudited Pro Forma Condensed Consolidated Financial
Statements
(c) Exhibits
Exhibit No. Description
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99.1 The following audited financial statements of Cratos:
Report of the Independent Accountants
Balance Sheets as of October 31, 2004 and 2003
Statements of Operations and Deficit for the years ended
October 31, 2004 and 2003
Statements of Cash Flows for the years ended October 31, 2004
and 2003
Notes to the Financial Statements
99.2 The following unaudited pro forma financial information of
Activecore and Cratos
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
March 31, 2005
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the three-month period ended March 31, 2005
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the twelve-month period ended December 31, 2004
Notes to the Unaudited Pro Forma Condensed Consolidated
Financial Statements
The Exhibits that are filed with this Current Report on Form 8-K/A are set
forth in the Exhibit Index to this Current Report on Form 8-K/A.
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.
ACTIVECORE TECHNOLOGIES, INC.
August 3, 2005 By: /s/ Peter Hamilton
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Peter Hamilton
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 The following audited financial statements of Cratos:
Report of the Independent Accountants
Balance Sheets as of October 31, 2004 and 2003
Statements of Operations and Deficit for the years ended
October 31, 2004 and 2003
Statements of Cash Flows for the years ended October 31, 2004
and 2003
Notes to the Financial Statements
99.2 The following unaudited pro forma financial information of
Activecore and Cratos
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
March 31, 2005
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the three-month period ended March 31, 2005
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the twelve-month period ended December 31, 2004
Notes to the Unaudited Pro Forma Condensed Consolidated
Financial Statements