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: October 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: (250) 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 December 20, 1999, the Registrant had 36,900,000 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 -
October 31, 1999 and July 31, 1999
Consolidated Interim Statements of Operations Three months
three months ended October 31, 1999
Consolidated Interim Statement of Stockholders' Equity Three
months ended October 31, 1999
Consolidated Interim Statement of Cash Flow -
Three months ended October 31, 1999
Notes to Consolidated Interim Financial Statements
<PAGE>
<TABLE>
<CAPTION>
Forest Glade International Inc.
Consolidated Interim Balance Sheets
October 31 July 31
1999 1999
(Unaudited)
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current
Cash $ 5,803 $ 6,630
Prepaid expenses 3,637 4,762
------------ ----------
9,440 11,392
Investment in SSA Coupon Ltd. (Note 4) 139,987 -
Restricted cash (Note 2) 139,954 248,738
Property and equipment (Note 3) 982,091 959,019
------------ ----------
$ 1,271,472 $1,219,149
============ ==========
Liabilities and Stockholders' Equity (Deficit)
Liabilities
Current
Accounts payable and accrued liabilities $ 80,882 $ 81,178
Liability on investment in SSA Coupon Ltd. (Note 4) - 60,288
Notes payable (Note 2) 139,954 0
Security deposits 2,281 2,225
Due to directors 29,904 29,842
Current portion of long-term debt 21,400 21,887
------------ ----------
274,421 195,420
Long-term debt 1,448,870 939,445
Deferred income taxes 156,843 155,598
------------ ----------
1,880,134 1,290,463
------------ ----------
Stockholders' equity (deficit)
Capital stock
Authorized
200,000,000 common shares, par value $0.001
Issued
17,800,000 (July 31, 1999 - 17,900,000) common shares 17,800 17,900
Additional paid-in capital 135,219 435,524
Accumulated deficit (764,653) (527,868)
Accumulated other comprehensive income - foreign
currency translation gains 2,972 3,130
------------ ----------
(608,662) (71,314)
------------ ----------
$ 1,271,472 $1,219,149
============ ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Forest Glade International Inc.
Consolidated Interim Statements of Operations (Unaudited)
For the three-month periods ended
October 31
1999 1998
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Revenue
Rentals $ 29,018 $ -
------------- -----------
Expenses
Bank charges 214 814
Depreciation 13,614 13
Management fees 32,107 -
Office and miscellaneous 3,361 2,421
Professional fees 38,911 11,088
Property management 5,982 -
Property taxes and utilities 8,216 -
Repairs and maintenance 2,841 -
Travel and promotion 1,249 -
------------- -----------
106,495 14,336
(77,477) (14,336)
Loss on investment (Note 4) (154,725) -
Interest on long-term debt (5,837) -
Loss on termination of trailer park acquisition (Note 5) (1,352) (69,985)
------------- -----------
Loss before income taxes (239,391) (84,321)
Income tax recovery - deferred 2,606 -
Net loss for the period $ (236,785) $ (84,321)
============= ===========
Loss per share $ (0.01) $ -
============= ===========
Weighted average shares outstanding 17,866,667 17,700,000
============= ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Forest Glade International, Inc.
Consolidated Interim Statements of Changes in Stockholders' Equity
(Unaudited)
For the three-month period ended October 31, 1999
Accumulated
Foreign Total
Additional Currency Stockholders'
Common Stock Paid-In Accumulated Translation Equity
Shares Amount Capital Deficit Gains (Deficit)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance, August 1, 1999 17,900,000 $ 17,900 $ 435,524 $ (527,868) $ 3,130 $ (71,314)
Repurchase of common shares
for cancellation and
adjustment to the purchase
price of 514592 BC Ltd.
(Note 2(b))
(100,000) (100) (300,305) - - (300,405)
----------- --------- ---------- ----------- ---------- -------------
17,800,000 17,800 135,219 (527,868) 3,130 (371,719)
----------- --------- ---------- ----------- ---------- -------------
Net loss for the period (236,785) - (236,785)
Foreign currency translation
adjustments - (158) (158)
Total comprehensive income (236,785) (158) (236,943)
----------- --------- ---------- ----------- ---------- -------------
Balance, October 31, 1999 17,800,000 $ 17,800 $ 135,219 $ (764,653) $ 2,972 $(608,662)
=========== ========= ========== =========== ========== =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Forest Glade International Inc.
Consolidated Interim Statements of Cash Flows
(Unaudited)
For the three-month periods ended
October 31
1999 1998
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Cash provided (used) by
Operating activities
Net loss for the period $ (236,785) $ (84,321)
Adjustments to reconcile net loss to net cash used in
operating
Activities
Loss on investment in SSA Coupon Ltd. 154,725 -
Depreciation 13,614 13
Deferred income tax recovery (2,606) -
Loss on termination of trailer park acquisition - 69,985
Changes in assets and liabilities
(Increase) decrease in prepaid expenses 1,234 -
Increase (decrease) in accounts payable and accrued
liabilities (1,513) (8,202)
------------- -----------
Net cash used in operating activities (71,331) (22,525)
------------- -----------
Investing activities
Deposit and costs incurred on terminated trailer park
acquisition - (56,757)
Investment in SSA Coupon Ltd. (355,000) -
Purchase of property and equipment (12,838) -
------------- -----------
(367,838) (56,757)
------------- -----------
Financing activities
Repayment of long-term debt (5,642) -
Proceeds on long-term debt 492,460 87,778
Additional consideration paid on acquisition of 514592
BC Ltd. (24,615) -
Repurchase of common stock (137,895) -
Repayment of advances from directors (45,770) -
Advances from directors 45,095 -
Issuance of common stock - 13
------------- -----------
Net cash provided by financing activities 323,633 87,791
------------- -----------
Increase (decrease) in cash for the period (115,536) 8,509
Effect of foreign exchange on cash 5,925 -
Cash, beginning of period 255,368 3,016
------------- -----------
Cash, end of period $ 145,757 $ 11,525
============= ===========
</TABLE>
<PAGE>
Forest Glade International Inc.
Notes to the Consolidated Interim Financial Statements
(Unaudited)
October 31, 1999 and 1998
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 the Company for the year ended July 31, 1999
and notes thereto included in the Company's 10-KSB annual report. The
Company follows the same accounting policies in the preparation of interim
reports.
Results of operations for the interim periods are not indicative of annual
results.
2. Business Acquisitions
a) On November 17, 1998, the Company acquired all the issued and
outstanding shares of FGP in exchange for 7.7 million shares of the
Company's common stock. The transaction was accounted for using the
purchase method as a reverse acquisition as the former shareholders of
Forest Glade Properties Inc. ("FGP") controlled the Company upon
conclusion of this transaction. Accordingly, these financial
statements have been accounted for as a continuation of FGP. The net
assets of the Company at the date of acquisition consisted of $90,000
of cash received on its initial capitalization. The comparative
amounts presented for the three-month period ended October 31, 1998
are those of FGP.
b) On December 1, 1998, FGP acquired beneficial control of certain assets
and liabilities comprising the Mountain View Park (the "Park") in
British Columbia, Canada, from 514592 BC Ltd. a company 50% controlled
by a director of the Company in exchange for the issuance of 200,000
shares of common stock.
<PAGE>
2. Business Acquisitions - Continued
The fair value of assets acquired and liabilities assumed at the date of
acquisition was as follows:
Current assets $ 9,386
Property and equipment 981,750
991,136
Current liabilities (21,204)
Long-term debt (454,692)
Deferred income taxes (161,882)
$ 353,358
------------------
The acquisition was accounted for using the purchase method. On August 31,
1999, the terms of the acquisition were amended such that the Company
acquired the shares of 514592 BC Ltd. as opposed to the assets. Aside from
the legal structure of the acquisition, the terms of the original
acquisition agreement remain except for the following:
i) The resultant change in structure created a deferred tax liability on
acquisition equal to the difference between the fair value assigned to
the property and equipment for accounting purposes and the carryover
basis used for tax purposes. This temporary difference was recorded in
the July 31, 1999 annual financial statements of the Company.
ii) The Company repurchased and cancelled 100,000 shares of common stock
previously issued to two stockholders controlling 50% of the common
stock of 514592 BC Ltd. in exchange for approximately $287,000. 50% of
the repurchase price was paid on closing with the balance due without
interest on March 2, 2000. Cash advanced to the Company and put in
trust to settle balance due in March 2000 is recorded as "restricted"
on the Balance Sheet.
iii) Additional cash consideration of $24,615 was paid to the other 50%
stockholder of 514592 BC Ltd. This stockholder, also a director of the
Company, received reimbursement of approximately $13,305 he paid to
the other 50% stockholder for management services supplied to 514592
BC Ltd.
The effect of the transactions in (ii) and (iii) above were recorded in the
consolidated financial statements for the three-month period ended October
31, 1999 as a reduction of additional paid-in capital.
2. Business Acquisitions - Continued
The summarized unaudited pro-forma results of operations set forth below
for the three-month period ended October 31, 1998 assume that the above
acquisitions of FGP and the Park occurred as of August 1, 1998 and include
expenses for amortization of property and equipment acquired.
<PAGE>
Three-month
period ended
October 31, 1998
- --------------------------------------------------------------
Revenue $ 30,080
Pro-forma net loss $ (91,461)
Pro-forma net loss per common share $ (0.01)
c) On July 23, 1999, the Company entered into an agreement with SSA
Coupon Ltd. ("SSA") to acquire a 20% interest in SSA. SSA is a company
that was incorporated in British Columbia, Canada on September 24,
1998 for the purpose of developing, exploiting and marketing a
geographically enabled internet web search engine and smart source
data base and internet portal and personalized internet communications
tool. As consideration, the Company paid $25 and agreed to raise $1.25
million in capital for the working capital use of SSA to be forwarded
to SSA in $40,000 weekly increments. Additionally, the Company has
agreed to pay, or cause SSA to pay to the three founding shareholders
of SSA, in perpetuity, royalties aggregating to 7% of the gross
revenues of SSA and/or the Company relating to the technology created
by SSA. Such royalties will be paid on a quarterly basis (See Note 4
for detail on contributions made).
Subsequent to July 31, 1999, the Company entered into a share exchange
agreement with the other shareholders of SSA to acquire the remaining
interest in SSA in exchange for 19 million restricted shares of the
Company's common stock. Restrictions on these shares will be removed
at the rate of 10% each year after their issuance.
This agreement closed on November 3, 1999. Effective as of that date,
the transaction was accounted for using the purchase method of
accounting as applicable for reverse acquisitions. Following reverse
acquisition accounting, financial statements subsequent to the closing
of this acquisition will be presented as a continuation of SSA. The
value assigned to the common stock of the Company on acquisition will
be determined based on the fair value of the net assets of the Company
at the date of acquisition.
<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 a straight-line
basis at rates set out below:
<TABLE>
<CAPTION>
October 31, 1999 July 31, 1999
Accumulated Accumulated
Rate Cost Depreciation Cost Depreciation
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Land - $ 338,331 $ - $ 330,119 $ -
Building 4% 15,143 560 14,776 398
Fencing and equipment 20% 21,364 1,584 8,221 1,147
Pads 8% 658,065 48,668 642,092 34,644
------------ --------- ----------- ----------
1,032,903 50,812 995,208 36,189
-------------------------- --------------------------
Net book value $ 982,091 $ 959,019
</TABLE>
4. Investment in SSA Coupon Ltd.
October 31 July 31
1999 1999
----------------------------------------------------------------------
Balance, beginning of period $(60,288) $ -
Capital advanced to SSA (Note 2) 355,000 175,000
Share of loss of SSA for the period (154,725) (235,288)
----------- -----------
Balance, end of period $139,987 $ (60,288)
=========== ===========
Assets and liabilities of SSA are summarized as follows:
October 31 July 31
1999 1999
----------------------------------------------------------------------
Current assets $136,248 $ 53,899
Fixed assets 110,772 3,448
----------- -----------
247,020 57,347
=========== ===========
Current liabilities (including
$92,125 and $117,038 owed to
the three founding stockholders
of SSA at October 31, 1999 and
July 31, 1999) (107,033) (117,635)
----------- -----------
$139,987 $ (60,288)
=========== ===========
<PAGE>
4. Investment in SSA Coupon Ltd. - Continued
The Company advanced an additional $80,000 to SSA subsequent to October 31,
1999.
The Company has recognized 100% of the loss incurred by SSA for the period
from SSA's incorporation (September 24, 1998) as the Company was the only
stockholder of SSA with a continuing obligation to provide working capital.
SSA is in the development stage and to date has not recognized any revenue.
SSA, along with its three founding stockholders, is the defendant in an
action filed in the Supreme Court of British Columbia in October 1999 by a
former consultant to the Company. The action claims breach of contract and
seeks unspecified damages. The Company believes that the action has no
merit and intends to vigorously defend the action. On November 17, 1999,
the Company commenced an action against the consultant seeking compensation
for amounts allegedly misappropriated by the consultant as well as general
damages.
Amounts advanced to the consultant by the Company on behalf of SSA during
the three-month period ended October 31, 1999 and not received by SSA
totalled approximately $95,000 (year ended July 31, 1999 - $114,814). These
amounts have been written off in the periods of advance.
Management does not expect that the outcome of these legal proceedings
could have a material adverse effect on the Company's financial condition,
results of operations or cash flows. The outcomes of these actions are
indeterminable. Accordingly, any further losses or recoveries will be
recorded in the period they become probable and quantifiable.
5. Termination of Trailer Park Acquisition
The Company paid a non-refundable deposit and incurred certain costs in
connection with the potential acquisition of a mobile home park in Alberta,
Canada. In November 1998, the Company abandoned the acquisition and, thus,
the deposit and all amounts previously deferred have been written off.
6. Related Party Transactions
Related party transactions not disclosed elsewhere in these consolidated
financial statements include $3,356 (1998 - $Nil) charged by a company
controlled by the Company's President for rent and administrative services.
7. Supplementary Cash Flow Information
Required disclosures of supplemental information on the Statements of Cash
Flows include:
<PAGE>
a) partial consideration for common stock repurchased was the issuance of
a promissory note in of the amount of $137,895 (1998 - $Nil).
b) cash consists of:
1999 1998
-----------------------------------------------------------------
Cash $ 5,803 $ 11,525
Restricted cash 139,954 -
----------- -----------
$145,757 $ 11,525
=========== ===========
c) Interest paid for the three-month periods ended October 31, 1999 and
1998 was $8,124, and $Nil.
8. Long-term Debt
During the three-month period ended October 31, 1999, the Company received
additional non-interest bearing advances in contemplation of future share
issuances totalling $490,000 to satisfy obligations to SSA and the
stockholders of 514592 B.C. Ltd. under the agreements described in Note 2.
9. New Accounting Pronouncements
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 15, 2000.
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 August 1, 2000 to
affect its financial statements.
In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-5, "Reporting on the Costs of Start-Up
Activities", ("SOP 98-5") which provides guidance on the financial
reporting of start-up costs and organization costs. It requires costs of
start-up activities and organization costs to be expensed as incurred. SOP
98-5 is effective for fiscal years beginning after December 15, 1998 with
initial adoption reported as the cumulative effect of a change in
accounting principle. Adoption of this standard would not have a material
effect on the financial statements.
<PAGE>
Item 2 - Management's Discussion and Analysis or Plan of Operation.
===================================================================
The following should be read in conjunction with the Consolidated Financial
Statements and notes thereto appearing elsewhere in this report. The Company's
1999 fiscal year is its first operational year and includes costs associated
with its 10SB registration. All amounts are stated in U.S. dollars unless
otherwise noted.
Results of Operations / Plan of Operations
- ------------------------------------------
The Company had a net loss of $523,889 for the fiscal year ended July 31, 1999
and a net loss of $236,785 for the three months ended October 31, 1999.
Contained in the loss for the three months ended October 31, 1999 was the
$154,725 loss of its subsidiary SSA Coupon Ltd. While the Company anticipates
continued losses from SSA, it does not anticipate significant future operating
losses from the Mountain View Park. The Company's Mountain View Park generated
$29,018 in revenue for the the three months ended October 31, 1999 and is
expected to continue or increase such revenue for the remainder of the current
fiscal year. Management believes that the Sparwood, British Columbia area is
growing rapidly due to the development of a ski resort in nearby Fernie, British
Columbia. Management believes that as result the vacancy rate will decrease. The
Company does not anticipate any significant increase in maintenance and
operating expenses.
The Company's Plan of Operation for its SSA subsidiary is to continue
development of the Web-Retriever site with preliminary beta testing to begin in
December, 1999 with full beta testing by March, 2000. The Company has projected
the site to be fully operational by April, 2000. The anticipated expenses for
the preliminary beta testing include $60,000 for computer systems, $3,000 for a
four hour power supply system, $75,000 to purchase data bases for use in the
site, $28,000 for programmers, web page designers and other technical personnel
and $10,000 for high speed communications lines, rent and other expenses. The
anticipated expenses for the full beta testing are an additional $56,000 for
programmers, web page designers and other technical personnel and $18,000 for
high speed communications lines, rent and other expenses. Upon achieving full
technical operations, the Company anticipates that a multi-media marketing
campaign to promote the site will require $5,000,000 to $10,000,000. The Company
is committed to provide $1,250,000 of working capital to SSA in $40,000 weekly
increments since July, 1999. The Company has provided SSA with $610,000 in
capital through November 15, 1999.
The Company has incurred operating losses since inception. The continuation of
the Company is dependent upon the continuing financial support of its creditors
and stockholders and obtaining long term financing as well as achieving a
profitable level of operations. Management plans to raise equity capital to
finance the operations and capital requirements of the Company. It is
management's intention to raise new equity financing of approximately $3 to $5
million within the upcoming twelve months. There are, however, no assurances
that any such activity will generate funds that will be available for
operations. Accordingly, the Company's financial statements contain note
disclosure describing the circumstances that lead there to be doubt over its
ability to continue as a going concern. The Company's auditors have also
commented in this regard in their comments by auditor for U.S.readers on Canada
- - US reporting differences in connection with their audit of July 31, 1999
financial statements in this regard.
Liquidity
- ---------
The Company has funded its operations during the three months ended October 31,
1999 through internally generated revenues and loans from the Company's
directors ($45,095) and non-recourse advances from unaffiliated third parties in
the amount of $492,460. These funds have been advanced in contemplation of a
future offering of the Company's common stock. The Company has recorded this
amount as a long term liability though there are no terms of repayment, interest
accruing or security interest attached to the liability. The Company anticipates
conducting a private placement or public offering of its securities to fund the
SSA Plan of Operations.
The Company also expended $137,895 for the repurchase of 100,000 shares of
common stock pursuant to the August 31, 1999 Amendment to the December 1, 1998
agreement whereby the Company acquired its Mountain View Mobile Home Park from
514592 BC Ltd. The Company has also recorded $139,954 as restricted cash which
is payable to certain shareholders of 514592 BC Ltd., in March, 2000.
Year 2000 Computer Issue
- ------------------------
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
the year 2000 date is processed. In addition, similar problems may arise in some
systems which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 Issue may be experienced before, on, or after
January 1, 2000 and if not addressed, the impact on operations and financial
reporting may range from minor errors to significant system failure which could
affect an entity's ability to conduct normal business operations. It is not
possible to be certain that all aspects of the Year 2000 Issue affecting the
entity, including those related to the efforts of customers, suppliers, or other
third parties, will be fully resolved.
<PAGE>
Part II - Other Information
===========================
Item 1 - Legal Proceedings:
- --------------------------
The Company's subsidiary, SSA Coupon Ltd., is a defendant in a action filed in
the Supreme Court of British Columbia in October 1999, by Trevor Kray. The
action also names Maurice Simpson, William Murray and Dana Shaw as defendants.
The action claims a breach of contract by the Defendants and seeks unspecified
damages. Trevor Kray was a consultant engaged by SSA Coupon, Ltd., to assist it
with corporate development and financing. The Company believes that the action
has no merit and intends to vigorously defend the action. On November 17, 1999,
SSA Coupon Ltd., commenced an action against Trevor and Shannon Kray and Kray &
Company Consulting ("the Krays") alleging misappropriation and conversion to
their personal use of approximately $235,000 advanced to them as consultants on
behalf of SSA Coupon Ltd. It is also alleged the Krays misrepresented the amount
of funding provided by a financier on behalf of SSA Coupon and thus caused
delays in the development and completion of SSA Coupon Ltd., projects. SSA
Coupon Ltd., seeks compensation for monies misappropriated by the Krays as well
as general damages. Management does not expect that the outcome of these legal
proceedings could have a material adverse effect on the Company's financial
condition, results of operations or cash flows.
Item 2. - Changes in Securities:
- --------------------------------
On August 30, 1999, the Company entered into an Agreement on Principal Terms
with Maurice Simpson, William Murray and Dana Shaw (the SSA Majority
Shareholders) to acquire their shares representing 80% of the outstanding common
stock of SSA in exchange for 19,000,000 shares of the Company's restricted
common stock. The Share Exchange Agreement was executed on September 29, 1999
and closed on November 3, 1999.
With respect to the sales made, the Company relied on Section 4(2) of the
Securities Act of 1933, as amended. No advertising or general solicitation was
employed in offering the securities. The securities were offered to accredited
investors who were provided all of the current public information available on
the Company.
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:
Change in Control / Acquisition of SSA Coupon Ltd., dated
August 30, 1999
Change in Auditors dated October 21, 1999
<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: December 21, 1999
/s/ WAYNE LOFTUS
- ----------------------------
Wayne Loftus, President
/s/ GIL RAHIER
- ----------------------------------------
Gil Rahier, Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-2000
<PERIOD-START> AUG-01-1999
<PERIOD-END> OCT-31-1999
<CASH> 5,803
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,440
<PP&E> 982,091
<DEPRECIATION> 13,614
<TOTAL-ASSETS> 1,271,472
<CURRENT-LIABILITIES> 274,421
<BONDS> 1,448,870
0
0
<COMMON> 17,800
<OTHER-SE> 135,219
<TOTAL-LIABILITY-AND-EQUITY> 1,271,472
<SALES> 29,018
<TOTAL-REVENUES> 29,018
<CGS> 0
<TOTAL-COSTS> 106,495
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 154,725
<INTEREST-EXPENSE> 5,837
<INCOME-PRETAX> (239,391)
<INCOME-TAX> 0
<INCOME-CONTINUING> (239,391)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (236,785)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
