OMB APPROVAL

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) 24th day of January, 2002

SPECTRE INDUSTRIES INC.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation)

0-30573
(Commission File Number)

91-2041523231612
(IRS Employer Identification No.)

#6 - 260 E. Esplanade, North Vancouver, British Columbia CANADA V7L 1A3
(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code (604) 984-0400

Item 2. Acquisition of Assets

<R>On September 4, 2001, the Registrant completed the acquisition of 54% of the issued and outstanding shares of Auto Photo Kiosk GmbH. ("APK"), a German corporation, pursuant to a partnership agreement (the "Agreement"), between the Registrant and the three other shareholders of APK (the "Shareholders), Joachim Zweifel, Gerhild Voigtlaender, both businesspersons resident in Germany, and Vending Concept GmbH, a private corporation located in Switzerland. Under the terms of the Agreement, the Registrant obtained its interest in APK in consideration for the payment of 27,000 Euros, or approximately $23,000.

The Registrant and the Shareholders incorporated APK for the purposes of providing for the purchase, sale, distribution and rental or operation of automated photo kiosks and related products in major public access areas, primarily in Germany.

The Registrant has also agreed to loan a total of up to 264,000 Euros to APK (the "Loan"), subject to pro-rata contributions by the APK Shareholders. The Loan is to bear interest at 1% per annum above prime at the European Central Bank, redeemable on six months notice no earlier than December 31, 2003. The Agreement and the Loan were ratified by the board of directors of the Registrant on January 24, 2002.</R>

Item 6. Resignation of Registrants Directors

Effective immediately, Frederick Posse has resigned as the Secretary of the Registrant and has resigned from the Registrant's Board of Directors.

Item 7. Financial Statements and Exhibits

Financial Statements of Business Acquired

<R>Audited consolidated financial statements for the year ended December 31, 2001 (incorporated by reference from our Annual Report on Form 10-KSB filed on April 16, 2002). </R>

Pro Forma Financial Information

<R>

SPECTRE INDUSTRIES, INC.

CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS

Effective September 4, 2001, Spectre Industries, Inc. (the Company) purchased 54% of the equity of AutoPhotoKiosk GmbH. (APK), a German corporation, by being one of the original incorporators of APK. Per the partnership agreement the Company's investment in APK consisted of $27,000 Euros or $23,922 US Dollars.

The Company has also agreed to loan a total of $264,000 Euros or approximately $233,904 US Dollars. The loan bears an interest rate of 1% per annum above the prime rate at the European Central Bank, redeemable on six months notice no earlier than December 31, 2003.

SPECTRE INDUSTRIES, INC.

CONDENSED COMBINED PRO FORMA BALANCE SHEET

Spectre*

APK

Combined

Pro Forma

as of

as of

Historical

Pro Forma

Combined

Dec. 31, 2001

Dec. 31, 2001

Spectre & APK

Adjustments

Spectre & APK

ASSETS

Current Assets:

Cash

$309,268

$28,068

$337,336

$ -

$337,336

Accounts receivable other

103,953

-

103,953

-

103,953

Accounts receivable other - Related party

4,506

20,320

24,826

-

24,826

Other receuvable

20,320

-

20,320

-

20,320

Fixed assets, net

575

98,932

99,507

-

99,507

Total Current Assets

438,622

147,320

585,942

-

585,942

Other Assets:

Goodwill

290,677

-

290,677

290,677

Investment - APK

23,922

-

23,922

(23,922)

(1)

-

Note receivable - APK

73,567

-

73,567

(73,567)

(2)

-

Deposits

-

12,684

12,684

-

12,684

Total Other Assets

388,166

12,684

400,850

(97,489)

303,361

TOTAL ASSETS

$826,788

$160,004

$986,792

$(97,489)

$889,303

LIABILITIES AND STOCKHOLDERS'

EQUITY (DEFICIT)

Current Liabilities:

Accounts payable

$3,356

$50,140

$53,496

$ -

$ 53,496

Accounts payable - related party

49,244

-

49,244

-

49,244

Accrued liabilities

8,438

8,625

17,063

-

17,063

Total Current Liabilities

61,038

58,765

119,803

-

119,803

Long-Term Liabilities:

Notes payable - Related Party

67,033

23,116

90,149

-

90,149

Notes Payable - Spectre Industries, Inc.

-

73,567

73,567

(73,567)

(2)

-

Total Long-Term Liabilities

67,033

96,683

163,716

(73,567)

90,149

Total Liabilities

128,071

155,448

283,519

(73,567)

209,952

Minority Interest:

-

-

-

2,095

(3)(4)(5)

2,095

Stockholders' Equity:

Common stock

20,655

44,300

64,955

(44,300)

(1)(3)

20,655

Additional paid-in capital

11,893,095

-

11,893,095

-

11,893,095

Currency adjustment

(1,108)

497

(611)

(228)

(5)

(839)

Retained deficit

(11,213,925)

(40,241)

(11,254,166)

18,511

(4)

(11,235,655)

Total Stockholders' Equity

698,717

4,556

703,273

(26,017)

677,256

TOTAL LIABILITIES AND

STOCKHOLDERS' EQUITY (DEFICIT)

$826,788

$160,004

$986,792

$(97,489)

$889,303

____________________________

*

Reflects Spectre Industries, Inc.'s consolidated balances without APK

(1)

Reflects the elimination of Spectre Industries, Inc.'s investment in APK

(2)

Reflects the elimination of Spectre Industries, Inc.'s loan to APK

(3)

Reflects the minority interest in the equity of APK

(4)

Reflects the minority interest in APK's net loss for the year ended December 31, 2001

(5)

Reflects the minorty interest in the currency translation from APK

 

SPECTRE INDUSTRIES, INC.

CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS

Spectre Ind., Inc.*

APK

Pro Forma

Year Ended

Year Ended

Combined

Pro Forma

Combined

Dec. 31, 2001

Dec. 31, 2001

Spectre & APK

Adjustments

Spectre & APK

REVENUES

$ 1,079,500

$ 3,158

$ 1,082,658

$ -

$1,082,658

COST OF SALES

969,172

4,235

973,407

-

973,407

Gross Margin

110,328.00

(1,077)

109,251

-

109,251

EXPENSES

Depreciation

97,206

2,650

99,856

-

99,856

Consulting

216,948

-

216,948

216,948

General and administrative expenses

292,260

36,514

328,774

-

328,774

Total Expenses

606,414

39,164

645,578

-

645,578

Loss from Operations

(496,086)

(40,241)

(536,327)

-

(536,327)

OTHER INCOME (EXPENSE)

Other income

4,178

-

4,178

-

4,178

Interest expense

(7,177)

-

(7,177)

-

(7,177)

Interest income

19,877

-

19,877

-

19,877

Total Other Income (Expense)

16,878

-

16,878

-

16,878

LOSS BEFORE MINORITY INTEREST IN

LOSS OF CONSOLIDATED SUBSIDIARIES

(479,208)

(40,241)

(519,449)

-

(519,449)

Minority interest in loss of consolidated subsidiaries

-

-

-

18,511

18,511

NET LOSS

(479,208)

(40,241)

(519,449)

-

(500,938)

OTHER COMPREHENSIVE LOSS

Foreign currency translationadjustments

(413)

496

83

-

83

Total Other Comprehensive Loss

(413)

496

83

-

83

TOTAL OTHER COMPREHENSIVE LOSS

$ (479,621)

$ (39,745)

$ (519,366)

$ -

$(500,855)

Basic loss per share:

Basic loss per share

$ (0.02)

$ (0.91)

$ (0.03)

$ (0.02)

Weighted average shares outstanding

20,655,860

44,300

20,700,160

20,655,860

 

 

 

 

Exhibits

10.1 Partnership Agreement, effective date January 24, 2002 between Spectre Industries Inc., Joachim Zweifel, Gerhild Voigtlaender, and Vending Concept GmbH (incorporated by reference on our Form 8-K filed on February 12, 2002).

10.2 Loan Agreement, effective date January 24, 2002 between Spectre Industries Inc. and Auto Photo Kiosk GmbH. (incorporated by reference on our Form 8-K filed on February 12, 2002). </R>

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.

Spectre Industries Inc.

/s/ Ian S. Grant

Ian S. Grant, President & Chief Executive Officer

Date: April 22, 2002