8-K/A 1 form8-ka.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2001 VECTORIA INC. ------------- (Exact name of registrant as specified in its charter) NEVADA ------ (State or other jurisdiction of incorporation) 000-25715 88-0402908 --------- ---------- (Commission File Number) (IRS Employer Identification No.) 14, Place du Commerce, Suite 350, le-des-Soeurs, Verdun, Quebec, Canada H3E 1T5 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (514)448-6000 ------------- (Registrant's telephone number, including area code) _________________________________________________________________________ (Former name or former address, if changed since last report) Page 2 Item 2. Acquisition or Disposition of Assets On November 13, 2001, Vectoria Inc. (the "Registrant", formerly Vanadium International, Inc.) acquired all of the issued and outstanding shares in the capital of Vectoria, Inc. ("Vectoria"), a Delaware corporation, pursuant to the terms of an agreement dated as of October 2, 2001 between the Registrant and Filton International Ltd. ("Filton"). On November 27, 2001, the Registrant filed a current report on Form 8-K describing the terms of the acquisition. At that time, it was impractical to file the financial statements required to be included in the Form 8-K. Attached to this report are the unaudited pro forma consolidated financial statements of the Registrant as of December 31, 2000 and September 30, 2001 giving effect to the acquisition of 100% of Vectoria from Filton. Item 7. Financial Statements, Pro Forma Information and Exhibits Pro Forma Financial Information ------------------------------- Unaudited pro forma consolidated financial statements of the Registrant as of December 31, 2000 and September 30, 2001 giving effect to the acquisition of Vectoria. Exhibits -------- Exhibits attached pursuant to Item 601 of Regulation S-K: (1) Exhibit 2.1 - Share Exchange Agreement dated as of October 2, 2001 between the Registrant and Filton International Ltd.* *Previously filed on November 27, 2001. Page 3 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. VECTORIA INC. Dated: January 24, 2002 By: /s/ Michel Plante Vice President and Chief Financial Officer VECTORIA INC. (formerly Vanadium International Inc.) PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 (Unaudited - Prepared by Management) ---------------------------------- VECTORIA INC. (formerly Vanadium International Inc.) PRO-FORMA CONSOLIDATED BALANCE SHEET as of December 31, 2000 (Unaudited - Prepared by Management) ---------------------------------- ASSETS ------

SEE ACCOMPANYING NOTES /Cont'd. VECTORIA INC. Continued (formerly Vanadium International Inc.) PRO-FORMA CONSOLIDATED BALANCE SHEET as of December 31, 2000 (Unaudited - Prepared by Management) ---------------------------------- SHAREHOLDERS' EQUITY --------------------

SEE ACCOMPANYING NOTES VECTORIA INC. (formerly Vanadium International Inc.) PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS as of December 31, 2000 (Unaudited - Prepared by Management) ----------------------------------

SEE ACCOMPANYING NOTES VECTORIA INC. (formerly Vanadium International Inc.) NOTES TO THE PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS as of December 31, 2000 (Unaudited - Prepared by Management) ---------------------------------- Note 1 Basis of Presentation ---------------------- The pro-forma consolidated financial statements include the pro-forma consolidated balance sheet and the pro-forma consolidated statement of operations. The accompanying pro-forma consolidated financial statements of Vectoria Inc. (formerly Vanadium International Inc.) ("VI") have been prepared in accordance with United States of America generally accepted accounting principles and from information derived from the audited financial statements of Vectoria Inc. (formerly Vanadium International Inc.) ("VI") at December 31, 2000 and for the year then ended and the unaudited consolidated financial statements of Vectoria, Inc. ("CVI") at December 31, 2000. The pro-forma consolidated financial statements are not necessarily indicative of the financial position or operating results of VI on the date of the completion of the proposed acquisition of CVI nor is the statement of operations indicative of the operating results to be expected in the remainder of 2001 and future years. In preparing these pro-forma consolidated financial statements, no adjustments have been made to reflect the additional costs or savings that could result from combining the operations of VI and CVI. Note 2 Pro-Forma Assumptions and Adjustments ------------------------------------- The pro-forma consolidated balance sheet gives effect to the proposed acquisition of CVI by VI and has been prepared as if the transactions described below occurred on December 31, 2000. The pro-forma consolidated statement of operations gives effect to the transactions as if they had taken place at the beginning of the respective periods presented. The pro-forma transactions and adjustments consist of the following: a) VI will acquire 100% of the issued common shares of CVI. As consideration for the proposed transaction, VI will issue 13,000,000 common shares at a value of $0.90 per share for a total cost of $11,700,000 to the existing CVI shareholders. Vectoria Inc. (formerly Vanadium International Inc.) Notes to the Pro-forma Consolidated Financial Statements December 31, 2000 (Unaudited - Prepared by Management) - Page 2 ----------------------------------- Note 2 Pro-Forma Assumptions and Adjustments - (cont'd) ------------------------------------- b) The net assets of CVI acquired are as follows: Cash $ 13,373 Accounts receivable 342,847 Inventory 251,601 Capital assets 51,285 Goodwill 310,969 Investments 355,965 Advance to shareholder 12,511 Bank indebtedness (58,393) Accounts payable (519,673) Income tax payable (15,981) Note payable (683,130) Retained earnings (61,274) ----------- $ 100 =========== Deemed consideration: 13,000,000 common shares of VI issued for the acquisition of CVI $11,700,000 =========== Goodwill on acquisition $11,699,900 =========== c) All inter-company transactions have been eliminated. Note 3 Pro-forma Loss Per Share ------------------------ Pro-forma loss per share has been calculated giving rise to the effect as if all issued common shares of VI, including those to be issued for the acquisition of VC, have been outstanding since the beginning of the period. VECTORIA INC. (formerly Vanadium International Inc.) PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001 (Unaudited - Prepared by Management) ---------------------------------- VECTORIA INC. (formerly Vanadium International Inc.) PRO-FORMA CONSOLIDATED BALANCE SHEET as of September 30, 2001 (Unaudited - Prepared by Management) ---------------------------------- ASSETS ------

SEE ACCOMPANYING NOTES /Cont'd. VECTORIA INC. Continued (formerly Vanadium International Inc.) PRO-FORMA CONSOLIDATED BALANCE SHEET as of September 30, 2001 (Unaudited - Prepared by Management) ---------------------------------- SHAREHOLDERS' EQUITY --------------------

SEE ACCOMPANYING NOTES VECTORIA INC. (formerly Vanadium International Inc.) PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS for the period ended September 30, 2001 (Unaudited - Prepared by Management) ----------------------------------

SEE ACCOMPANYING NOTES VECTORIA INC. (formerly Vanadium International Inc.) NOTES TO THE PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001 (Unaudited - Prepared by Management) ---------------------------------- Note 1 Basis of Presentation --------------------- The pro-forma consolidated financial statements include the pro-forma consolidated balance sheet and the pro-forma consolidated statement of operations. The accompanying pro-forma consolidated financial statements of Vectoria Inc. (formerly Vanadium International Inc.) ("VI") have been prepared in accordance with United States of America generally accepted accounting principles and from information derived from the unaudited financial statements of Vectoria Inc. (formerly Vanadium International Inc.) ("VI") at September 30, 2001 and for the nine months then ended and the unaudited consolidated financial statements of Vectoria, Inc. ("CVI") at June 30, 2001 and for the six months then ended from other information available to the companies. The pro-forma consolidated financial statements are not necessarily indicative of the financial position or operating results of VI on the date of the completion of the proposed acquisition of CVI nor is the statement of operations indicative of the operating results to be expected in the remainder of 2001 and future years. In preparing these pro-forma consolidated financial statements, no adjustments have been made to reflect the additional costs or savings that could result from combining the operations of VI and CVI. Note 2 Pro-Forma Assumptions and Adjustments ------------------------------------- The pro-forma consolidated balance sheet gives effect to the proposed acquisition of CVI by VI and has been prepared as if the transactions described below occurred on December 31, 2000. The pro-forma consolidated statement of operations gives effect to the transactions as if they had taken place at the beginning of the respective periods presented. The pro-forma transactions and adjustments consist of the following: a) VI will acquire 100% of the issued common shares of CVI. As consideration for the proposed transaction, VI will issue 13,000,000 common shares at a deemed value of $0.90 per share for a total cost of $11,700,000 to the existing CVI shareholders. Vectoria Inc. (formerly Vanadium International Inc.) Notes to the Pro-forma Consolidated Financial Statements September 30, 2001 (Unaudited - Prepared by Management) - Page 2 ----------------------------------- Note 2 Pro-Forma Assumptions and Adjustments - (cont'd) ------------------------------------- b) The net assets of CVI acquired are as follows: Cash $ 13,373 Accounts receivable 342,847 Inventory 251,601 Capital assets 51,285 Goodwill 310,969 Investments 355,965 Advance to shareholder 12,511 Bank indebtedness (58,393) Accounts payable (519,673) Income tax payable (15,981) Note payable (683,130) Retained earnings (61,274) ----------- $ 100 =========== Deemed consideration: 13,000,000 common shares of VI issued for the acquisition of CVI $11,700,000 =========== Goodwill on acquisition $11,699,900 =========== c) All inter-company transactions have been eliminated. Note 3 Pro-forma Earnings Per Share ---------------------------- Pro-forma earnings per share has been calculated giving rise to the effect as if all issued common shares of VI, including those to be issued for the acquisition of CVI, have been outstanding since the beginning of the period.

VECTORIA INC 8-K/A