FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: January 31, 1999
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-25151
FOREST GLADE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA 52-212-549
(State of incorporation) (IRS Employer ID No.)
444 Victoria Street, Suite 370
Prince George, B.C., CANADA V2L 2J7
(Address of principal executive offices)(Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (604) 564-6868
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
As of March 15, 1999, the Registrant had 17,900,000 shares of Common Stock
outstanding.
Transitional Small Business Disclosure Format (check one); Yes No X
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN THE GENERAL INSTRUCTIONS
AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.
<PAGE>
Part I Financial Information
Item 1 Financial Statements.
Consolidated Interim Balance Sheets -
January 31, 1999 and July 31, 1998
Consolidated Interim Statements of Operations -
Three months and Six months ended January 31, 1999
Consolidated Interim Statement of Stockholders' Equity -
Six months ended January 31, 1999
Consolidated Interim Statement of Cash Flow -
Six months ended January 31, 1999
Notes to Consolidated Interim Financial Statements
See accompanying notes to consolidated interim financial statements.
<PAGE>
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FOREST GLADE INTERNATIONAL, INC.
Consolidated Interim Balance Sheets
JANUARY 31 July 31
1999 1998
- ---------------------------------------------------------------------------
(UNAUDITED)
ASSETS
CURRENT
Cash $ 9,350 $ 3,016
Prepaid expenses 3,452 -
-------------------------------
12,802 3,016
DEPOSIT - 13,228
PROPERTY AND EQUIPMENT (Note 3) 987,992 231
-------------------------------
$ 1,000,794 $ 16,475
===========================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT
Accounts payable and accrued
liabilities $ 67,775 $ 10,824
Security deposits 1,975 -
Current portion of long-term debt 22,010 -
-------------------------------
91,760 10,824
Long-term debt 423,474 -
Due to directors 19,844 -
-------------------------------
535,078 10,824
-------------------------------
STOCKHOLDERS' EQUITY
Capital stock
Authorized
200,000,000 common shares, par value $0.001
Issued
17,900,000 common shares 17,900 66
Additional paid-in capital 613,394 9,564
Accumulated deficit (165,578) (3,979)
-------------------------------
465,716 5,651
-------------------------------
$ 1,000,794 $ 16,475
===========================================================================
See accompanying notes to consolidated interim financial statements.
<PAGE>
===========================================================================
FOREST GLADE INTERNATIONAL, INC.
Consolidated Interim Statements of Operations
(Unaudited)
JANUARY 31 January 31
1999 1999
For the periods ended (3 MONTHS) 6 (Months)
- ---------------------------------------------------------------------------
Revenue
Rental $ 21,006 $ 21,006
-------------------------------
Expenses
Bank charges 22 837
Consulting fees 13,032 13,032
Depreciation 8,941 8,953
Office and miscellaneous 3,716 6,137
Professional fees 38,001 49,089
Property management 2,683 2,683
Repairs and maintenance 2,137 2,137
Travel and promotion 9,759 9,759
Utilities 3,708 3,708
-------------------------------
81,999 96,336
-------------------------------
(60,993) (75,329)
INTEREST ON LONG-TERM DEBT (5,570) (5,570)
FOREIGN EXCHANGE LOSS (7,229) (7,229)
LOSS ON TERMINATION OF TRAILER PARK
ACQUISITION (3,486) (73,471)
-------------------------------
LOSS FOR THE PERIOD $ (77,278) $ (161,599)
===========================================================================
LOSS PER SHARE $0.00 $0.01
===========================================================================
WEIGHTED AVERAGE SHARES OUTSTANDING 17,833,333 17,766,666
===========================================================================
See accompanying notes to consolidated interim financial statements.
<PAGE>
<TABLE>
<CAPTION>
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FOREST GLADE INTERNATIONAL, INC.
Consolidated Interim Statement of Stockholders' Equity
(Unaudited)
FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 1999
- -----------------------------------------------------------------------------------------------
Common Stock Additional Total
-------------------------- paid-in Accumulated Stockholders'
Shares Amount Capital Deficit Equity
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, August 1, 1998 100 $ 66 $ 9,564 $ (3,979) $ 5,651
Issuance of common stock 20 13 - - 13
Additional paid in capital - - 87,778 - 87,778
Adjustment for the issuance of
initial shares of Forest Glade
International, Inc. on
incorporation 9,999,880 9,921 (9,921) - -
Issuance of common stock on
reverse acquisition of Forest
Glade Properties Inc.
(Note 2) 7,700,000 7,700 (7,700) - -
Issuance of common stock on
acquisition of property and
equipment (Note 2) 200,000 200 533,673 - 533,873
Net loss for the period - - - (161,599) (161,599)
------------------------------------------------------------------
Balance, January 31, 1999 17,900,000 $ 17,900 $ 613,394 $ (165,578) $ 465,716
===============================================================================================
</TABLE>
See accompanying notes to consolidated interim financial statements.
<PAGE>
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FOREST GLADE INTERNATIONAL, INC.
Consolidated Interim Statement of Cash Flow
(Unaudited)
FOR THE SIX-MONTH PERIOD ENDED JANUARY 31 1999
- ---------------------------------------------------------------------------
CASH PROVIDED BY (USED)
OPERATING ACTIVITIES
Net loss for the period $ (161,599)
Adjustment to reconcile net loss to net cash
used in operating activities
Unrealized loss on foreign exchange debt 6,195
Depreciation 8,953
Loss on termination of trailer park acquisition 73,471
Change in assets and liabilities
Increase in prepaid expenses (3,452)
Increase in accounts payable and accrued liabilities 38,838
-------------
Net cash used in operating activities (37,594)
-------------
INVESTING ACTIVITY
Deposit and costs incurred on terminated trailer
park acquisition (60,243)
-------------
FINANCING ACTIVITIES
Repayment of long-term debt (3,464)
Issuance of common stock 13
Additional capital contribution 87,778
Advances from directors 19,844
-------------
Net cash provided by financing activities 104,171
-------------
INCREASE IN CASH FOR THE PERIOD 6,334
CASH, beginning of period 3,016
-------------
CASH, end of period $ 9,350
===========================================================================
SUPPLEMENTAL INFORMATION
Property and equipment acquired for long-term debt
and common shares $ 996,714
Interest paid $ 5,570
===========================================================================
See accompanying notes to consolidated interim financial statements.
<PAGE>
===========================================================================
FOREST GLADE INTERNATIONAL, INC.
Notes to the Consolidated Interim Financial Statements
(Unaudited)
January 31, 1999
- ---------------------------------------------------------------------------
1. BASIS OF PRESENTATION
The consolidated interim financial statements included herein have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading.
These statements reflect all adjustments, consisting of normal
recurring adjustments which, in the opinion of management, are
necessary for fair presentation of the information contained therein.
It is suggested that these consolidated interim financial statements
be read in conjunction with the financial statements of Forest Glade
Properties Inc. for the period from the date of incorporation (January
29, 1998) to July 31, 1998 and notes thereto included in the Company's
registration on Form 10-SB. The Company follows the same accounting
policies in preparation of interim reports.
Results of operations for the interim periods are not indicative of
annual results.
- ---------------------------------------------------------------------------
2. BUSINESS ACQUISITIONS
a) The Company was incorporated under the laws of the State of
Nevada on August 27, 1998 and was inactive until November 17,
1998 when it acquired all the issued and outstanding shares of
Forest Glade Properties Inc. ("Properties"), an inactive Canadian
company incorporated on January 29, 1998. Upon the closing of
this transaction, the Company issued 7.7 million common shares to
the shareholders of Properties resulting in Properties becoming
a wholly owned subsidiary of the Company. The transaction has
been accounted for using the purchase method as a reverse
acquisition as the former shareholders of Properties controlled
the Company upon conclusion of this transaction. Accordingly,
these financial statements have been accounted for as a
continuation of Properties. The net assets of the Company at the
date of acquisition were $Nil.
On December 1, 1998, Properties acquired a mobile home park in
British Columbia, Canada from a company 50% controlled by a
director of the Company for CDN$1,528,000 ($996,714 USD) based on
the value established by an independent appraisal. Acquisition
of this park was financed as follows:
<PAGE>
2. BUSINESS ACQUISITIONS - CONTINUED
Assumption of existing long-term debt $ 444,577
Issuance of 200,000 common shares 533,873
Accrued taxes on acquisition 18,264
-------------
$ 996,714
=============
The purchase was accounted for using the purchase method.
The long-term debt is collateralized by the mobile home park and
guarantees by the vendors and is repayable in monthly installments of
approximately $4,500 including interest at Royal Bank of Canada Prime
rate plus 1% per annum until fully repaid in 2011.
The summarized unaudited pro-forma results of operations set forth
below for the six-months ended January 31, 1999 assume that the above
acquisitions occurred as of August 1, 1998 and include expenses for
amortization of property and equipment acquired.
Six-Months Ended
January 31, 1999
------------------
Revenue $60,491
Pro-forma net loss (172,767)
Pro-forma net loss per common share $(0.01)
<PAGE>
3. PROPERTY AND EQUIPMENT
Property and equipment is recorded at cost. Depreciation is provided
over the estimated useful lives of the property and equipment on the
declining balance basis at rates set out below:
Accumulated
Rate Cost Depreciation
----------------------------------------
Land - $ 330,705 $ -
Building 4% 14,802 99
Equipment 20% 8,231 302
Pads 8% 643,231 8,576
--------------------------
996,969 8,977
--------------------------
Net book value $ 987,992
==========================
- -----------------------------------------------------------------------------
4. NEW ACCOUNTING PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities.
SFAS No. 133 requires companies to recognize all derivatives contracts
as either assets or liabilities on the balance sheet and to measure
them at fair value. If certain conditions are met, a derivative may
be specifically designated as a hedge, the objective of which is to
match the timing of gain or loss recognition on the hedging derivative
with the recognition of (i) the changes in the fair value of the
hedged assets or liability that are attributable to the hedged risk or
(ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change. SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning after June
14, 1999.
Historically, the Company has not entered into derivatives contracts
either to hedge existing risks or for speculative purposes.
Accordingly, the Company does not expect adoption of the new standards
on January 1, 2000 to affect its financial statements.
<PAGE>
Item 2 - Management's Discussion and Analysis or Plan of Operation.
OVERVIEW
The Registrant was incorporated in August 1998 under the laws of the State
of Nevada. On November 15, 1998, the Registrant completed its acquisition
of Forest Glade Properties Inc. ("Properties"); a Canadian company
incorporated in January 1998 for the purpose of owning and operating mobile
home parks in British Columbia and Alberta, Canada. Both the Registrant
and Properties were inactive as of the date of the share exchange. Upon
closing the share exchange on November 15, 1998, the Registrant issued 7.7
million common shares to the shareholders of Properties in exchange for all
the issued and outstanding common shares of Properties. At the conclusion
of this transaction, Properties became a wholly owned subsidiary of the
Registrant.
On December 1, 1998, Properties closed the acquisition of the Mountain View
Park ("the Park") in Sparwood, British Columbia for a purchase price of
$1,528,000 CDN ($996,714 USD) based on the value determined by North
Country Appraisals (1985) Ltd., an independent appraiser certified by the
Appraisal Institute of Canada. The purchase price was satisfied by the
assumption of a first mortgage on the Park in the amount of $444,577,
liabilities of $18,264 and the issuance of 200,000 common shares of the
Registrant to the vendor. Since May 1996, the Park was owned by a private
Canadian company 50% controlled by Gil Rahier, a director of the
Registrant.
The Park is a 33.23-acre facility with 136 mobile home pads located in
Southeastern British Columbia, which is 610 miles east of Vancouver,
forty-five miles north of the US-Canada border. At present, 85 sites are
rented resulting in a 62% occupation rate. The occupation rate has remained
stable for the past twelve months and is expected to remain so. The
rentals are based upon monthly tenancy and 80% of the rentals have occupied
their space for longer than one year. In the Park's last fiscal year ended
April 30, 1998, it generated revenue of $132,000 and earnings before
interest, taxes and depreciation ("EBITDA") of $38,540.
Finally, during the second quarter of the Registrant's 1999 fiscal year, it
filed its 10-SB registration statement with the Securities and Exchange
Commission and has applied for listing status on the NASD Electronic
Bulletin Board Market.
RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED JANUARY 31, 1999
Rental revenue $21,006
Expenses 182,605
Net loss for the period 161,599
Rental revenue consists of monthly pad rentals of 85 sites from the newly
acquired Park for the two months from acquisition of the Park on December
1, 1998 to January 31,1999. The Registrant presently has no other sources
of revenue. Expenses for the six-month period ended January 31, 1999
totaled $182,605, which can be broken down as follows:
<PAGE>
Operating expenses of the Park, excluding depreciation
and interest $11,960
Depreciation of Pads and other fixed assets $ 8,953
Interest on long-term debt on acquisition of the Park $ 5,570
Write off of deposit and expenses associated with
a terminated trailer park acquisition $73,471
Professional fees associated with the Registrant's
10-SB registration and NASDAQ application $49,089
Other general and administrative $33,562
As a result the net loss for the six-month period ended January 31, 1999
was $161,599, including a loss for the three months ended January 31, 1999
of $77,278. The majority of costs noted above were incurred in the
Registrant's second quarter in connection with the Registrant's 10-SB
application and the acquisition of the Park. The expenses associated with
the terminated trailer park acquisition represents the deposit forfeited to
the vendor and costs incurred in connection with a planned acquisition of
a mobile home park in Alberta in October 1998.
PLAN OF OPERATION
Management believes that its current cash flow is sufficient to provide its
current cash requirements for the next twelve months. However, the
Registrant's plan of operation is to acquire additional, fully developed
and operating mobile home parks in the United States and Canada. It is
management's belief that acquiring existing and operating mobile home parks
is a superior strategy to developing new mobile home parks. By acquiring
existing parks, the Registrant will avoid the expense and delay inherent in
developing a new park and attracting tenants. Assuming the Registrant's
NASDAQ OTC listing is approved, management believes that it can acquire
parks using various combinations of debt and equity financing to best
manage the cash flow of the Company by keeping financing charges and cash
outflow requirements to an optimal level. Until additional parks are
acquired providing the cash flow necessary to sustain the Registrant's cash
flow requirements, the Registrant will continue to rely on certain of the
directors to finance the deficiency of cash from operations. Proceeds of
equity offerings are planned to generate cash flow for future acquisitions.
The Registrant does not presently have any agreements, arrangements or
understandings for the acquisition of other mobile home parks. Potential
acquisitions have been delayed while the Registrant is in the process of
establishing a public market for its securities. It does not anticipate
completing any acquisitions until a public market has been established.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities for the six month period ended
January 31, 1999 was $37,594 resulting from the net loss for the period of
$161,599 before non-cash expenses and expenses incurred and unpaid as at
January 31, 1999.
The Company's investing activities for the six-month period ended January
31, 1999 consisted of $60,243 expended in connection with the abandoned
acquisition of a trailer park in Alberta, Canada. The acquisition of the
Mountain View Park in Sparwood, British Columbia was funded by the
assumption of an existing long-term debt with the Royal Bank of Canada in
the amount of $444,577
<PAGE>
and the issuance of 200,000 common shares of the Registrant. The long-term
debt is repayable in monthly installments of $4,500 including interest at
the Royal Bank of Canada prime rate plus 1% per annum until fully repaid in
2011.
Financing activities for the six month period ended January 31, 1999
totaled $104,171 consisting of advances from the directors of the Company
by way of additional capital contributions and loans.
Cash at January 31, 1999 equaled $9,350, an increase of $6,334 from July
31, 1998. Management believes that cash flow generated from the Mountain
View Park and additional equity financing will provide funding for new
acquisitions and will provide cash flow to sustain existing operations.
Part II - Other Information
Item 1 - Legal Proceedings: There are no proceedings to report.
Item 2. - Changes in Securities: None.
Item 3. - Default Upon Senior Securities: There are no defaults to report.
Item 4. - Submission of Matters to a Vote of Security Holders: None during
the quarter.
Item 5. - Other Information: None
Item 6. - Exhibits and Reports on Form 8-K: none
<PAGE>
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.
FOREST GLADE INTERNATIONAL, INC.
Dated: March 15, 1999
WAYNE LOFTUS
- ------------
Wayne Loftus, President
GIL RAHIER
- ----------
Gil Rahier, Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1999
<PERIOD-START> AUG-01-1998
<PERIOD-END> JAN-31-1999
<CASH> 9,350
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 12,802
<PP&E> 987,992
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,000,794
<CURRENT-LIABILITIES> 91,760
<BONDS> 423,474
0
0
<COMMON> 17,900
<OTHER-SE> 613,394
<TOTAL-LIABILITY-AND-EQUITY> 1,000,794
<SALES> 21,006
<TOTAL-REVENUES> 21,006
<CGS> 0
<TOTAL-COSTS> 96,336
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 80,700
<INTEREST-EXPENSE> 5,570
<INCOME-PRETAX> (161,599)
<INCOME-TAX> 0
<INCOME-CONTINUING> (161,599)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (161,599)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> 0.00
</TABLE>
