8-K 1 oretech_8k-123103.txt 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): December 31, 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) 309 State Docks Road, Phenix City, Alabama 36869 (Address of Principal Executive Offices) (Zip Code) (334) 297-0663 (Registrant's telephone number, including area code) Exhibit Index at Page __ CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This Form 8-K 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 2. Acquisition or Disposition of Assets. ---------------------------------------------- On January 7, 2004, Oretech, Inc.("Oretech") announced that it had acquired certain mining properties from Frontier Development, LLC. A copy of the press release issued by Oretech concerning the acquisition and certain management changes is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. ------------------------------------------- (c) Exhibits -------- 10.1 Asset Purchase Agreement by and between Oretech and Frontier Development, LLC dated September 2, 2003. 10.2 Amendment to Asset Purchase Agreement by and between Oretech and Frontier Development, LLC dated December 26, 2003. 99.1 Press Release of Oretech, issued on January 7, 2004, announcing the acquisition of certain Colorado mining properties. 2 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: January 7, 2004 ORETECH, INC. By: /s/ Francis C. Hargarten ------------------------------ Francis C. Hargarten President 3

Common Stock Preferred # of Shares Stock Common Preferred Retained Total (1) # of Shares Stock Stock APIC Earnings Equity ----------- ----------- ----------- ----------- ----------- ----------- ----------- Balance July 1, 2000 1,392,500 -- 1,393 -- 226,199 (759,027) (531,435) Stock Issued in Conjunction wither Mergers 24X7 500,000 500 82,134 48,192 130,826 n2Plus 50,000 50 169,552 (269,516) (99,914) OTVnet 145,600 145 2,452,000 (2,450,168) 1,977 Balance at July 1, 2000 After Merger is in Effect 2,088,100 2,088 2,929,885 (3,430,519) (498,546) Stock Issued in Repayment of OTVnet Note 15,000 15 239,985 240 Stock Issued in Repayment of Note 3,907 4 39,067 39,071 Conversion of Notes Payable To Common Stock 7,000 7 699,993 700,000 Conversion of Notes Payable To Addt'l Paid In Capital 67,200 67,200 Stock Iss'd In Private Placement 132,175 132 867,477 867,609 Stock Issued to StoreChoice pursuant to Development Contract 100,000 100 179,000 180,000 Stock Cancelled and Issued For StoreChoice Acquisition (100,000) 244,000 (100) 244 79,056 79,200 Exercise of Stock Options 114,125 114 175,636 175,750 Stock for Services 58,500 58 64,980 65,038 Net Loss for Year ended 6/30/01 (3,866,883) (3,866,883) ----------- ----------- ----------- ----------- ----------- ----------- ----------- Balance June 30, 2001 2,418,897 244,000 2,418 244 5,343,179 (7,297,402) (1,951,561) Exercise of Stock Options 1,247,782 1,248 1,095,176 1,096,424 Stock Issued in Lieu of Compensation 1,544,034 1,544 1,887,198 1,888,741 Conversion of Preferred Stock To Common Stock 122,000 (244,000) 122 (244) 122 0 Conversion of Accounts Payable To Common Stock 7,500 8 16,267 16,275 Conversion of Notes Payable To Addt'l Paid In Capital 10,000 10,000 Stock Issued in Lieu of Interest 65,333 65 18,935 19,000 Stock Issued in Repayment of Note 1,045,126 1,045 326,174 327,219 Stock Cancelled (50,000) (50) 50 0 Stock Issued to Settle Lawsuit 25,000 25 24,975 25,000 Net Loss for Year ended 6/30/02 (2,327,606) (2,327,606) ----------- ----------- ----------- ----------- ----------- ----------- ----------- Balance June 30,2002 6,425,582 0 6,425 0 8,722,076 (9,625,008) (896,507) (1) Share and Per Share Data have been restated to reflect the 1-20 share reverse stock split for all periods presented

12 mos ended 12 mos ended 6/30/2002 6/30/2001 ------------ ------------ OPERATING ACTIVITIES Net Loss $(2,327,606) $(3,866,883) Adjustments to reconcile net loss To net cash used by operations NonCash Adjustments Bad Debt 301,084 0 Depreciation & Amortization 88,628 115,827 (Gain) loss on sale of assets (74,960) 25,109 Impairment loss on Long-lived Assets 101,450 0 Net Loss On Equity Investment 0 212,308 Decrease in Account Receivables 15,259 84,614 Increase in Other Receivables (17,000) 0 Decrease in Related Party Receivables 0 (474,733) Decrease (Increase) in Prepaid Expenses (2,326) 36,360 Decrease (Increase) in other Assets (26,879) 6,812 Increase in Trade Payables 931,398 154,239 (Decrease) Increase in unearned revenue (11,096) 27,736 Increase in Accrued Expenses 148,773 1,840,727 Increase in Accrued Compensation 420,255 0 ------------ ------------ Net Cash used by Operating Activities (453,020) (1,837,884) INVESTING ACTIVITIES Proceeds from Sale of Assets 74,960 0 Purchase of furniture and equipment (409) (123,312) ------------ ------------ Net Cash From Investing activities 74,551 (123,312) FINANCING ACTIVITIES Proceeds from Borrowings 142,443 161,210 Repayments of Debt (36,371) (114,396) Net (Repayments) Proceeds of Leases Payable (10,387) 52,041 Proceeds from issuance of common stock and receipt of additional paid in capital 278,804 1,634,667 ------------ ------------ Net Cash provided by financing activities 374,489 1,733,522 DECREASE IN CASH AND CASH EQUIVALENTS (3,980) (227,674) CASH AND CASH EQUIVALENTS, beginning of period 5,391 233,065 ------------ ------------ CASH AND CASH EQUIVALENTS, end of period 1,411 5,391 ============ ============ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash Paid During Period for Interest 3,068 8,692 Cash Paid During Year for Income Taxes 0 3,385 NONCASH FINANCING ACTIVITIES Stock issued in Lieu of compensation 1,888,742 0 Conversion of Notes Payable to Common Stock 327,219 700,000 Conversion of Accounts Payable to Common Stock 16,275 0 Conversion of Accrued Interest to Common Stock 19,000 0 Conversion of Notes Payable to Addtl Paid In Capital 10,000 0 Common Stock Issued to Settle Lawsuit 25,000 0 Exchange of Stock for StoreChoice Assets 0 79,200 Conversion of Accounts Payable to Notes Payable 93,730 0 Stock issued for services 817,620 0 Write-off of Investment in Garra Joint Venture and Garra Receivables 262,425 0 The accompanying notes are an integral part of this financial statement 7

Total Common Stock Additional Accumulated Stockholders Shares Amount Paid In Capital Deficit Deficit ----------- ----------- ----------- ----------- ----------- Stock issued to founders of Pacific Rocky Mountain (May 22, 2002) 16,947,800 16,948 -- -- 16,948 Stock issued to acquire Mining claims (May 30,2002) 21,659,000 21,659 -- -- 21,659 Stock Issued for services (6/12/2002) 2,420,000 2,420 21,780 -- 24,200 ----------- ----------- ----------- ----------- ----------- Subtotal 41,026,800 41,027 21,780 -- 62,807 Net Loss -- -- -- (96,694) (96,694) ----------- ----------- ----------- ----------- ----------- Balance June 30,2002 41,026,800 41,027 21,780 (96,694) (33,887) =========== =========== =========== =========== ===========

The Tantivy Pacific Rocky Pro Forma Group, Inc. Mountain, Inc. Pro Forma Combined Historical Historical Adjustments Company ------------ ------------ ------------ ------------ ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 1,411 -- -- 1,411 Accounts receivable, net 3,576 -- -- 3,576 Other Receivables 17,000 -- -- 17,000 Prepaid Expenses 2,326 -- -- 2,326 ------------ ------------ ------------ ------------ Total Current Assets 24,313 -- -- 24,313 OTHER ASSETS Furniture & Equipment (net of accumulated depreciation) 127,835 -- -- 127,835 Mining Property -- 121,659 -- 121,659 Other Assets 31,502 -- -- 31,502 Goodwill & acquisition costs of Subsidiary -- -- 2,080,076 Goodwill -- -- (1,880,076) 200,000 ------------ ------------ ------------ ------------ TOTAL ASSETS $ 183,650 121,659 200,000 505,309 ============ ============ ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Trade Payables $ 357,194 100,000 -- 457,194 Accrued Expenses 450,227 -- -- 450,227 Accrued Compensation 64,189 -- -- 64,189 Unearned Revenue 16,640 -- -- 16,640 Capital Leases Due Within one year 54,850 -- -- 54,850 Debt - Due Within one year 137,057 -- -- 137,057 Loans from Stockholders -- 55,546 -- 55,546 ------------ ------------ ------------ ------------ TOTAL LIABILITIES $ 1,080,157 155,546 -- 1,235,703 STOCKHOLDERS' DEFICIT Common Stock($.001 par value, 200,000,000 Shares authorized, 50,856,213 issued and outstanding) 1,285 62,807 50,856 (64,092) 50,856 Additional Paid In capital 8,727,216 -- (5,204,090) 3,523,126 Deficit (9,625,008) (96,694) 5,417,326 (4,304,376) ------------ ------------ ------------ ------------ TOTAL STOCKHOLDERS' DEFICIT (896,507) (33,887) 200,000 (730,394 ------------ ------------ ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 183,650 121,659 200,000 505,309 ============ ============ ============ ============

The Tantivy Pacific Rocky Pro Forma Group, Inc. Mountain, Inc. Combined Historical Historical Company ------------ ------------ ------------ Revenue $ 95,598 -- $ 95,598 Cost of goods sold 121,754 -- 121,754 ------------ ------------ ------------ Gross Income (26,156) -- (26,156) General & Administrative Expenses Salaries, Benefits & Consulting 762,544 -- 762,544 Development Costs -- 27,154 27,154 Professional Fees 37,405 12,000 49,405 Depreciation & Amortization 88,628 -- 88,628 Office and other expense 257,993 57,540 315,533 Bad Debt Expense 301,084 -- 301,084 Costs to Acquire Subsidiary 1,880,076 -- 1,880,076 Marketing & Public Relations 705,815 -- 705,815 ------------ ------------ ------------ Total General & Admin Expenses 4,033,545 96,694 4,130,239 ------------ ------------ ------------ Net Loss before Other Income and Expenses (4,059,701) (96,694) (4,156,395) Other Income & Expenses (Interest expense) net of interest income (121,491) -- (121,491) Gain (loss) on sales of assets 74,960 -- 74,960 Impairment Loss on Long-Lived Assets (101,450) -- (101,450) ------------ ------------ ------------ Net Loss (4,207,682) (96,694) (4,304,376) ============ ============ ============ Loss Per Common share-Basic & Diluted $ (4.99) (0.02) (0.92) ============ ============ ============ Weighted Average Common Shares Outstanding 843,531 4,690,633 4,690,633 ============ ============ ============

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