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) March 26, 2002 The Amanda Company - ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Utah 1-14072 87-0430260 - ------------------------------------------------------------------------------ (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 13765 Alton Parkway, Bldg. F, Irvine CA 92618 - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (949) 859-6279 - ------------------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) Item 6. Resignations of Registrant's Directors 1. William Prevot, a member of the Board of Directors of the Company has resigned effective March 26, 2002. Mr. Prevot had accepted a position in Denver with the expectation of a limited assignment, however that assignment has been extended and based on his other priorites, Mr. Prevot feels that he will be unable to contribute to the Company in a fashion that he would like to. 2. Jose Candia, a member of the Board of Directors, President and Chief Executive Officer of the Company extended his resignation to the Board on April 1, 2002. The Board accepted his resignation to be effective as of that date. Mr. Candia's resignation was related to items he deemed were inaccurate in the value of the assets and liabilities disclosed in the tAA acquisition documents and in the manner that the Amanda shares to be issued to the tAA shareholders was being calculated. The Registrant having been appraised of these items has implemented steps to correct any inaccuracies including having their independent accountants and CFO investigate each claim. The result of the investigation was that all claims were addressed and accounted for in the tAA December 31, 2000 audited financials, which were done prior to the completion of the acquisition. Concerning the issue of the calculation of the Amanda shares to be issued to the tAA shareholders, the Registrant feels that claim is incorrect as well. Brian Bonar, a current Board Member will be acting as the interim Chairman of the Board and Chief Executive Officer. Item 7(c.) Exhibits The following exhibit is filed as part of this report in accordance with the provision of Item 601 of Regulations S-B: Exhibit Name of Exhibit ------- ----------------- 17 Letter on director resignation 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 thereunto duly authorized. Dated: April 4, 2002 The Amanda Company /s/ Brian Bonar Chief Executive Officer April 4, 2002 ----------------- Brian Bonar and Chairman of the Board /s/ David L. Woo ------------------- David L. Woo Director April 4, 2002 /s/ Steve Fryer ----------------- Steve Fryer Director April 4, 2002 /s/ E. Timothy Morgan ------------------------ E. Timothy Morgan Director April 4, 2002