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To: thomas_donald who wrote (91)2/19/2002 8:05:23 PM
From: Glenn Petersen  Respond to of 183
 
Nice research on Besecker. I stumbled across the 8-K last week and picked up some shares. Given that the shell is relatively clean I found it curious that the stock had not moved. Chased it today and picked up some more shares at $.05. Thanks for the update.



To: thomas_donald who wrote (91)4/1/2002 5:40:48 PM
From: Glenn Petersen  Respond to of 183
 
The KTWO reverse merger has been delayed. The following is from the NT 10-K/A filed this afternoon:

freeedgar.com

The Registrant is seeking the extension due to the fact that the Registrant, which has effectively ceased operations, has limited resources with which to prepare and file the report.

As described in the Current Report on Form 8-K filed by the Registrant with the Commission on January 17, 2002, the Registrant has entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among First Step Distribution Network, Inc., a California corporation ("First Step") and its shareholders and First Step Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Registrant. As a condition to the merger, the Registrant is required to implement a 3 for 1 reverse split (the "Reverse Stock Split") of its common stock. The implementation of the Reverse Stock Split is subject to the approval of the shareholders of the Registrant.

The anticipated closing date for the merger has been postponed due to delays in First Step's ability to secure the financing for the transaction that is required pursuant to the terms and conditions of the Merger Agreement, as well as delays in the preparation and finalization of the requisite financial and other information about First Step that will be included in the Registrant's proxy statement being prepared in connection with the solicitation of shareholder approval for the Reverse Stock Split. The Registrant has been informed by representatives of First Step that First Step has made significant progress in securing the necessary financing and financial statements and that First Step expects to be able to consummate the merger during the second quarter of 2002, subject to the requisite shareholder approval, as described in the Form 8-K.

The Registrant anticipates entering into an agreement with First Step pursuant to which First Step will agree to assume the Registrant's costs associated with the preparation and filing of the Registrant's annual report on Form 10-KSB for the fiscal year ended December 31, 2001. Having thus a reasonable expectation of securing sufficient resources with which to prepare and file the Form 10-KSB, the Registrant requires the extension in order to have sufficient time to finalize the filing.



To: thomas_donald who wrote (91)4/20/2002 4:56:12 PM
From: Glenn Petersen  Read Replies (1) | Respond to of 183
 
The merger agreement between KTWO and First Step Distribution contained a termination provision that would have allowed either party to walk away from the transaction if it was not consummated by April 30, 2002. That provision has been waived until June 30, 2002.

freeedgar.com

"The Merger Agreement contains a provision for termination of the Merger Agreement by either the Company or First Step if the Merger is not consummated by April 30, 2002. On April 8, 2002, the Company and First Step entered into a side letter under which the Company agreed to waive its right to terminate the Merger Agreement until June 30, 2002; provided that First Step has delivered to the Company a true and correct copy of First Step's financial statements (as described in the Merger Agreement) on or before May 8, 2002."