8-K/A 1 oretech_8ka1-040103.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO 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 1, 2003 ORETECH, INC. (Exact name of registrant as specified in its charter) Nevada 0-26755 88-0409147 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification Number) 306 State Docks Road, Phenix City, Alabama 36869 (Address of Principal Executive Offices) (Zip Code) (334) 297-0663 (Registrant's telephone number, including area code) CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This Form 8-K/A contains forward-looking statements, including (without limitation) statements regarding possible or assumed future events and the results of operations of Oretech, Inc. ("Oretech") that are based on current expectations, estimates, forecasts and projections about the industries in which Oretech operates and beliefs and assumptions of the management of Oretech. Words such as and those preceded by, followed by or that include the words "believes," "could," "expects," "targets," "goals," "projects," "intends," "plans," "seeks," "anticipates," or similar expressions or variations of such words are intended to identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that may cause or contribute to such differences include, but are not limited to, those discussed under the section entitled "Risk Factors" and elsewhere and in other reports Oretech files with the Securities and Exchange Commission, specifically the most recent reports on Form 10-KSB and Form 10-QSB, each as it may be amended from time to time. Oretech undertakes no obligation to revise or update publicly any forward-looking statements for any reason. For those forward-looking statements, Oretech claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Item 7. Financial Statements and Exhibits. -----------------------------------------

(c) Exhibits -------- Exhibit 10.3* Acquisition Agreement by and between Tantivy Group, Inc. and Oretech, Inc. (sic) dated as of March 31, 2003. ------------- * Previously filed as Exhibit A to the Form 8-K filed by Oretech, Inc. on April 1, 2003. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DATED: October 22, 2003 ORETECH, INC. By: s/s Stephen D. Cummins ---------------------------- Stephen D. Cummins Chief Executive Officer 4 ORETECH, INC. PHENIX CITY, ALABAMA ----------------------------- FINANCIAL STATEMENTS FOR 8K ----------------------------- ORETECH, INC. PHENIX CITY, ALABAMA HISTORICAL FINANCIAL STATEMENTS OF BUSINESS ACQUIRED: ORETECH CORPORATION TABLE OF CONTENTS -------------------------------------------------------------------------------- Independent Auditors' Report F-2 Balance Sheets at June 30, 2002 and 2001 F-3 Statements of Changes in Stockholders' Deficit for the Years Ended June 30, 2002 and 2001 F-4 Statements of Operations for the Years Ended June 30, 2002 and 2001 F-5 Statements of Cash Flows for the Years Ended June 30, 2002 and 2001 F-6 Notes to Financial Statements F-7 F-1 INDEPENDENT AUDITORS' REPORT To the Board of Directors and Stockholders Oretech Corporation (A Development Stage Company) (A Nevada Corporation) Phenix City, Alabama We have audited the accompanying balance sheets of Oretech Corporation as of June 30, 2002 and 2001 and the related statements of changes in stockholders' deficit, operations, and cash flows for the years then ended. These financial statements are the responsibility of Oretech Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits 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 audits provide 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 Oretech Corporation as of June 30, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. /s/ Rotenberg & Company, LLP Rotenberg & Co., LLP Rochester, New York October 12, 2003 F-2 Oretech Corporation (A Development Stage Company) Balance Sheets

Oretech Corporation (A Development Stage Company) Statements of Changes in Stockholders' Deficit From June 11, 2001 (Inception) through June 30, 2002

Oretech Corporation (A Development Stage Company) Statements of Operations

Oretech Corporation (A Development Stage Company) Statements of Cash Flows

Oretech Corporation (A Development Stage Company) Balance Sheet

Oretech Corporation (A Development Stage Company) Statements of Changes in Stockholders' Deficit (Unaudited) From June 11, 2001 (Inception) through March 31, 2003

Oretech Corporation (A Development Stage Company) Statements of Operations (Unaudited)

Oretech Corporation (A Development Stage Company) Statements of Cash Flows (Unaudited)

ORETECH CORPORATION (A DEVELOPMENT STAGE COMPANY) (A NEVADA CORPORATION) PHENIX CITY, ALABAMA NOTES TO THE FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The financial statements of Oretech Corporation included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate so that the information presented is not misleading. The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations, and cash flows of Oretech Corporation for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year as a whole. Factors that affect the comparability of financial data from year to year and for comparable interim periods include business combination transactions with other entities and start-up costs of the development stage operation. Certain financial information that is not required for interim financial reporting purposes has been omitted. On March 31, 2003, the Company amended its Articles of Incorporation to change its name from PTI Enterprises, Inc. to Oretech Corporation. METHOD OF ACCOUNTING The Company maintains its books and prepares its financial statements on the accrual basis of accounting. NOTE B - SCOPE OF BUSINESS Oretech Corporation was organized on June 11, 2001 in the State of Nevada and was dormant until it entered into a reverse acquisition with The Tantivy Group, Inc. ("Tantivy") effective April 1, 2003, whereby it became a wholly owned subsidiary of Tantivy. Oretech Corporation is in the business of processing ore and mine tailings to extract precious metals. The Tantivy Group, Inc. changed its name to Oretech, Inc. after effectuation of the reverse acquisition. NOTE C - START-UP COSTS The costs of start-up activities, including professional fees, are expensed as incurred. NOTE D - COMMON STOCK Since inception, all of Oretech Corporation's start-up costs, consisting of professional fees have been paid by the stockholders. F-13 ORETECH, INC. PHENIX CITY, ALABAMA PRO FORMA FINANCIAL STATEMENTS AND FINANCIAL INFORMATION FOR THE COMBINATION OF ORETECH, INC. (FORMERLY THE TANTIVY GROUP, INC.) AND ORETECH CORPORATION TABLE OF CONTENTS -------------------------------------------------------------------------------- Unaudited Pro Forma Combined Balance Sheets at March 31, 2003 F-15 Unaudited Pro Forma Combined Statements of Operations for the Year Ended June 30, 2002 F-16 Unaudited Pro Forma Combined Statements of Operations for the Nine Months Ended March 31, 2003 F-17 Notes to Financial Statements F-18 - F-20 F-14 UNAUDITED PRO FORMA COMBINED BALANCE SHEETS AT MARCH 31, 2003

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2002

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 2003

ORETECH, INC. (FORMERLY THE TANTIVY GROUP, INC.) (A DEVELOPMENT STAGE COMPANY) (A NEVADA CORPORATION) PHENIX CITY, ALABAMA PRO FORMA FINANCIAL INFORMATION AND NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS FOR THE COMBINATION OF ORETECH, INC. (FORMERLY THE TANTIVY GROUP, INC.) AND ORETECH CORPORATION NOTE A - PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION AND DESCRIPTION OF TRANSACTION The unaudited pro forma financial statements consisting of the unaudited pro forma combined balance sheet of the Company as of March 31, 2003 and the unaudited pro forma combined statements of operations of the Company for the year ended June 30, 2002 and for the nine months ended March 31, 2003 have been prepared to illustrate the estimated effect of the reverse acquisition of Tantivy for the latest fiscal year since the transaction and for the interim period up to the date of the transaction. The pro forma financial statements do not reflect any anticipated cost savings from the Tantivy Acquisition, or any synergies that are anticipated to result from the Tantivy Acquisition, and there can be no assurance that any such cost savings or synergies will occur. The pro forma statements of operations give pro forma effect to the Tantivy Acquisition as if it had occurred on July 1, 2001. The pro forma balance sheet gives pro forma effect to the Tantivy Acquisition as it has occurred on March 31, 2003. The pro forma financial statements do not purport to be indicative of the results of operations or financial position of the Company that would have actually been obtained had such transaction been completed as of the assumed dates and for the period presented, or which may be obtained in the future. The pro forma adjustments are described in the accompanying notes and are based upon available information and certain assumptions that the Company believes are reasonable. The pro forma financial statements should be read in conjunction with the historical financial statements of the Company and the notes thereto as reported in this Form 8-K, the annual Form 10-KSB, and the interim financial statements reported in the quarterly Forms 10-QSB. An allocation of the purchase price has been made to major categories of assets and liabilities in the accompanying pro forma financial statements. These pro forma adjustments represent the Company's determination of purchase accounting adjustments based upon available information and certain assumptions that the Company believes to be reasonable. The amounts reflected in the pro forma financial statements are subject to change, however, the Company's management believes that any differences in the amounts reflected will be immaterial. The pro forma financial statements for all periods presented reflect the Acquisition Agreement, which became effective April 1, 2003, pursuant to which Oretech Corporation became a wholly owned subsidiary of The Tantivy Group, Inc. ("Tantivy"). The business combination is accounted for as a reverse acquisition of Tantivy and a recapitalization of Oretech Corporation. Accordingly, the accompanying financial statements have been restated to reflect the financial position and results of operations for all periods presented as if the reverse acquisition and recapitalization had occurred at the beginning of the earliest period presented. F-18 Per the Acquisition Agreement, Tantivy exchanged 25,959,500 shares of newly issued common stock for all of the 25,959,500 common shares outstanding of Oretech Corporation after effectuating a 1 for 10 reverse stock split of its previously issued and outstanding common shares on April 1, 2003. The shareholders of Oretech Corporation exchanged their shares of common stock, one for one, for the newly issued 25,959,500 common shares of Tantivy and as a result of the reverse acquisition, owned approximately 81% of the issued and outstanding shares of Tantivy common stock. The transaction was entered into based on Oretech Corporation's potential business prospects. The acquisition was recorded at the fair value of Tantivy's debt (net of assets) that was assumed by Oretech Corporation, and goodwill was recorded based on the value of the debt. The goodwill was subsequently reviewed for impairment and expensed as costs to acquire subsidiary. As a result of the Acquisition Agreement, the officers and directors of Tantivy resigned and were replaced by the officers and directors of Oretech Corporation. Oretech Corporation is the deemed accounting acquirer in the transaction. NOTE B - NATURE OF OPERATIONS ORETECH, INC. Oretech, Inc. (formerly the Tantivy Group, Inc.) is a corporation, located in Phenix City, Alabama, organized under the laws of the State of Nevada, and is in the business of processing ore and mine tailings to extract precious metals. Oretech, Inc. is currently in the development stage. ORETECH CORPORATION Oretech Corporation was organized on June 11, 2001 in the State of Nevada and was dormant until it entered into the reverse acquisition with The Tantivy Group, Inc. Subsequent to the reverse acquisition in which Oretech Corporation was the deemed accounting acquirer and took control of Tantivy, Tantivy changed its name to Oretech, Inc. NOTE C - MINING PROPERTY Oretech Inc.'s mining property consists of 13 unpatented mining claims on approximately 280 acres of land in Hayfork, California, which is located in Trinity County in the northern part of the state. The mining claims were acquired from a third party in May 2002 for $121,659 consisting of a $100,000 payable and the remaining in common stock. The amount of $100,000 remains due and is included in Accounts Payable on the balance sheet. The mining property consisted of the following at March 31, 2003: Mining Claims $ 121,659 Less accumulated amortization -- ---------------------------------------------------- $ 121,659 ==================================================== Amortization expense is $-0- since the Company is in the development stage, and mining production and extraction has not started yet. F-19 NOTE D - PURCHASE OF TANTIVY IN THE REVERSE ACQUISITION The reverse acquisition in accordance with the Acquisition Agreement was accounted for by the purchase method of accounting. Under purchase accounting, the total purchase price is allocated to the tangible and intangible assets and liabilities of Tantivy based upon their respective fair values as of the closing date. The purchase price and allocation of the net assets acquired as a result of the acquisition is as follows: PURCHASE PRICE: Fair Value of Tantivy's Common Stock $ 406,972 ============= LESS: ALLOCATION OF NET ASSETS (LIABILITIES) ACQUIRED: Mining Property $ 121,659 Intangible Assets 200,000 Accounts Payable and Accrued Expenses (1,317,656) Notes and Loans Payable (170,898) ------------- Net Assets $ (1,166,895) ------------- Total Costs to Acquire the Subsidiary 1,573,867 ------------- Allocate to Goodwill $ -0- Costs to Acquire the Subsidiary 1,573,867 ------------- Total $ 1,573,867 ============= NOTE E - GOODWILL Oretech, Inc. acquired goodwill in the amount of $200,000 as a result of a business combination transaction that occurred in September 2002. The goodwill approximates the fair market value of a shell corporation trading on the NASDAQ exchange. Management will test the goodwill for impairment in accordance with SFAS 142 on a periodic basis. NOTE F - START-UP COSTS The costs of start-up activities, including professional fees, are expensed as incurred. Development costs associated with mineral properties and claims not yet in production are also expensed as incurred. NOTE G - COSTS TO ACQUIRE TANTIVY The costs to acquire Tantivy pertain to the reverse acquisition and are expensed as incurred based on the difference between the fair value of net assets acquired and the common stock exchanged. F-20

ORETECH INC 8-K/A