UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 8, 2006
EATWARE CORPORATION
(Name of small business in its charter)
Nevada 0-29981 91-2027724
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
666 Dundee Road #705, Northbrook, Il. 60062
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (847) 509-4200
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Item 1.01 Entry into a Material Definitive Agreement.
On February 8, 2006, the Management of the EATware Corp ("EATware" or the
"Company") announced that they concluded that the Company will be unable to
raise the necessary funds to operate the current business and continue with the
existing business model and plan. Accordingly, management sought new
opportunities that could be acquired via a reverse merger transaction or
alternative business opportunities with the intent to assure that
becomes a viable going concern.
On May 5, 2006, the Company executed a letter of intent whereby EATware proposed
to exchange 60,000,000 shares of EATware Corp. for one hundred percent (100%) of
the outstanding shares of Starmetro Group Limited ("SMG"), a British Virgin
Island corporation. All of the outstanding shares of SMG common stock shall be
converted by virtue of the merger at the Closing Date into shares of EATware
common stock (the "Merger Securities"), such shares retaining the right to
convert to shares of our common stock. On or before the Closing Date, each
Shareholder of SMG shall surrender their outstanding shares of SMG common stock
existing immediately prior to the Closing Date. Until so surrendered, any
outstanding certificates or other documentation which, prior to the Closing Date
represented outstanding shares of SMG common stock, shall be deemed for all
corporate purposes to be surrendered. Upon such surrender, shares of SMG common
stock so surrendered shall be re-issued in the name of EATware Corporation.
SECTION 2 - FINANCIAL INFORMATION
Item 2.01 Completion of Acquisition or Disposition of Assets.
On May 8, 2006, we completed the acquisition of SMG, a BVI Company, pursuant to
a Share Exchange Agreement, the form of which is attached as Exhibit 2.1 hereto.
At the effective time of the merger, May 8, 2006, SMG will become our wholly
owned subsidiary.
All of the outstanding shares of SMG common stock shall be exchanged at a ratio
of 1 for 2,000 by virtue of the merger at the Closing Date into shares of
EATware Corporation common stock. On or before the Closing Date, each
Shareholder of SMG shall surrender their outstanding shares of SMG common stock
existing immediately prior to the Closing Date.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On May 5, 2006, the Company offered 60,000,000 common shares to the shareholders
of SMG, a corporation organized under the laws of the British Virgin Islands. We
issued the shares in exchange for all the outstanding shares of SMG. SMG is a
development stage company. Together with it's subsidiaries it is working in the
area of disposable packaging.
We relied on Section 4(2) and Regulation S as the securities transaction
exemption afforded by the Securities Act of 1933, as amended (the "Act"). The
securities are deemed restricted securities and may not be sold absent
registration under the Act or an exemption from the Act's registration
requirements.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
Pursuant to the share exchange agreement referred to in Item 2.01 above, EATware
issued 60,000,000 restricted shares to the three shareholders of SMG. There were
no underwriters. The shares were not registered under the Securities Act of 1933
in reliance upon the exemption afforded by Section 4(2) thereof. On May 8, 2006,
there was a change of control of the Company as a result of closing under the
Share Exchange Agreement.
Prior to completion of the Share Exchange Agreement, we had 123,467 shares of
common stock issued and outstanding. Following completion of the Share Exchange
Agreement we had 60,123,467 shares issued and outstanding, of which 60,000,000,
or approximately 99.8%, are now owned by the previous owners of SMG. Information
regarding the share ownership of such persons following completion of the share
Exchange Agreement is set forth below under the caption "Principal Share
Ownership."
PRINCIPAL SHARE OWNERSHIP
The following table sets forth, as of May 8, 2006, (immediately following
completion of the Transaction), stock ownership of each executive officer and
director of the Company, of all executive officers and directors of the Company,
as a group, and of each person known by the Company to be a beneficial owner of
5% or more of its Common Stock. Except as otherwise noted, each person listed
below is the sole beneficial owner of the shares and has sole investment and
voting power as to such shares. No person listed below has any options, warrant
or other right to acquire additional securities of the Company except as may be
otherwise noted.
- --------------------------------------------------------------------------------
Name and Address Number of Shares Percent
Beneficially Owned of Class
- --------------------------------------------------------------------------------
Ricky CHIU Tong (1) 28,000,000 46.57%
85 Waterloo Road
Kowloon, Hong Kong
- --------------------------------------------------------------------------------
Eddie Chou Si Hou (1)
25C Grand Excelsior 20,000,000 33.26%
25 Tai Hang Drive, Hong Kong
- --------------------------------------------------------------------------------
Glory Team Industrial Limited 12,000,000 19.96%
23/F Westin Tower, 26 Hung To Toad
Kwun Tong, Kowloon, Hong Kong
- --------------------------------------------------------------------------------
All officers and directors as a group 60,000,000 99.79%
- --------------------------------------------------------------------------------
Total Beneficially Owned 60,000,000 99.79%
- --------------------------------------------------------------------------------
(1) The person named is an officer, director, or both.
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events.
The Company is currently negotiating a licence agreement and is planning a
private placement financing on or before May 31, 2005 for approximately
USD$4,000,000 to a maximum of USD$8,000,000 in order to build a factory in
Malaysia. This report contains forward-looking statements as the term is defined
in the Private Securities Litigation Reform Act of 1995. These statements relate
to future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "will",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors. Therefore, actual outcomes
and results may differ materially from what is expressed or forecast in such
forward-looking statements.
Item 9.01 FINANCIALS STATEMENTS AND EXHIBITS.
Exhibit Number Description
1 Consolidated Pro-forma Financial Statements For the Year ended
December 31, 2005 and the period ended March 31, 2006
EATware Corporation
(Formerly Zkid Network Company)
(A Development Stage Company)
Proforma Consolidated Balance Sheets
March 31, December 31,
ASSETS 2006 2005
- ------ ------------- -------------
Current assets
Cash and cash equivalents 53,532 19,191
Other Receivables 7,322 --
Amounts due from shareholders -- 3,883
------------- -------------
Total current assets 60,854 23,074
Fixed Assets
Plant and Property and Equipment 58,903 26,048
------------- -------------
Total fixed assets 58,903 26,048
Other assets
Other Deposit 7,788 13,126
------------- -------------
Total other assets 7,788 13,126
------------- -------------
Total assets 127,546 62,248
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
- ----------------------------------------------
Current liabilities
Bank overdraft -- 10
Notes payable - Bank -- 123,147
Notes payable - Stockholders -- 60,777
Amounts due to shareholders 228,138 48,057
Accounts payable and accrued expenses 49,767 163,095
------------- -------------
Total current liabilities 277,906 395,086
Stockholder's equity
Preferred stock 10,000,000 shares authorized at $.001,par 1,000 1,000
value, 0 and 1,000,000 shares issued and outstanding
Common stock 500,000,000 shares authorized, $.0001 par 6,012 26,010
value 60,124,717 shares issued and outstanding
Additional paid in capital 9,859,230 9,519,171
Stock issued at less than par value (2,683) (2,683)
Accumulated deficit during development stage (10,013,919) (9,876,336)
------------- -------------
Total stockholders' equity (deficit) (150,360) (332,838)
------------- -------------
Total liabilities and stockholders' equity (deficit) 127,546 62,248
============= =============
EATware Corporation
(Formerly Zkid Network Company
(A Development Stage Company)
Proforma Consolidated Statements of Operations
(unaudited)
For the period For the period
From August 25, January 1, For the
1999 (inception) through Year ended
to March 31, March 31, December 31,
2006 2006 2005
--------------- --------------- ---------------
Revenues -- -- --
Expenses (180,360) (137,583) (42,777)
--------------- --------------- ---------------
Loss from operations (180,360) (137,583) (42,777)
--------------- --------------- ---------------
Discontinued operations
Loss from discontinued operations (9,813,382) -- (1,868,246)
Loss from disposal of discontinued
operations (41,074) (20,898) (41,074)
--------------- --------------- ---------------
Loss from discontinued operations (9,854,456) (20,898) (1,909,320)
--------------- --------------- ---------------
--------------- --------------- ---------------
Loss from operations (10,034,816) (158,481) (1,952,097)
=============== =============== ===============
Loss per share of common stock
Basic (0.13) (0.00) (0.01)
=============== =============== ===============
Average number of common shares outstanding:
Basic 77,397,969 234,678,052 207,869,709
=============== =============== ===============
After the split 19,349 58,670 51,967
=============== =============== ===============
Loss per share of common stock
Basic - after the split (518.61) (2.70) (36.74)
=============== =============== ===============
10 Share Exchange Agreement
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.
EATware Corporation.
By: /s/ Ricky CHIU
Date: May 8, 2006