Form 8-K for ZKID NETWORK CO
21-May-2004
Acquisition or Disposition of Assets and Financial Statements & Exhibits
Item 2. Acquisition or Disposition of Assets
On April 29, 2004, we entered into an Agreement and Plan of Acquisitionwith UTEK Corporation, a Delaware corporation and Web Safe Technologies, Inc., aFlorida corporation ("WSTI") (Exhibit 2.0). UTEK Corporation owned all of theissued and outstanding capital stock of Web Safe Technologies, Inc. We purchasedall of Web Safe Technologies stock from UTEK in exchange for 9,000,000 Zkidcommon shares valued at $0.15 per share or $1,350,000. We issued our stock in aprivate transaction exempt from the registration requirements of the SecuritiesAct of 1933, as amended, (the "Act") pursuant to Section 4(2). The shares issuedto UTEK are considered restricted securities and may not be resold absentregistration with the Act or an exemption from the registration requirements ofthe Act.
We purchased WSTI because we believe that it possesses a technologylicense which will dramatically enhance our services. WSTI holds a worldwideexclusive license to a software package which operates as an automatedintelligence analysis system (Exhibit 10.0). The license was granted by BattelleMemorial Institute Pacific Northwest Division to WSTI on April 29, 2004. Thelicense is derived from a patent pending application for a software packagetrademarked "Mozart". We plan to integrate the Mozart (TM) software into ourwebsite software applications thereby providing our system with the enhancedability to quickly evaluate information on the Internet such as inappropriatecontent or communications which might pose threats to children. We intend to usethe software to gather information from websites, newsgroups, broadcast mail andother data sources on the Internet using a specified web domain or a searchstring targeting a specific topics, phrases or words. Like search engines,Mozart (TM) uses a specialized algorithm to find and rank web pages containingspecified information. We believe that Mozart (TM) will quickly archive andanalyze entire websites based on search terms and libraries containing key wordsand phrases designed to find sensitive or inappropriate information. WSTI hasentered into a Technical Services Agreement (Exhibit 10.1)with Battelle for thepurpose of assisting Zkid integrate the Mozart (TM) software system into Zkid'swebsite system.
FORWARD-LOOKING STATEMENTS:
We have included forward-looking statements in this report. For thispurpose, any statements contained in this report that are not statements ofhistorical fact may be deemed to be forward looking statements. Without limitingthe foregoing, words such as "intend", "may", "could", "would", "believe","estimate", or the negative or other variations thereof or comparableterminology are intended to identify forward-looking statements. Thesestatements by their nature involve substantial risks and uncertainties, andactual results may differ materially depending on a variety of factors. Factorsthat might cause forward-looking statements to differ materially from actualresults include, among other things, software design integration problems,governmental regulation, or our ability to implement our business plan ofoperation.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired. We intend to provide the historical financial statements of Web Safe Technologies, Inc. within 60 days of the filing date of this Current Report.
(b) Pro forma financial information. We intend to provide the pro forma financial information relating to our acquisition of Web Safe Technologies, Inc. within 60 days of the filing date of this Current Report.
(c) Exhibits
2.0 Agreement and Plan of Acquisition of Web Safe Technologies, Inc. by Zkid Network Company dated April 29, 2004
10.0 License Agreement No. 514770 between Battelle Memorial and Web Safe Technologies, Inc. dated April 29, 2004
10.1 Agreement 47598 between Battelle Memorial Institute Pacific Northwest Division an
