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: August 30, 1999
FOREST GLADE INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Nevada 52-212-549
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
444 Victoria Street, Suite 370 Prince
George, B.C., CANADA V2L 2J7
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(Address of principal executive offices)(Zip Code)
(250) 564-6868
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(Registrant's telephone number, including area code)
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Item 1. Changes in Control
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 Coupon Limited (SSA) in exchange for 19,000,000 shares of the
Company's restricted common stock. The Agreement on Principal Terms requires
that a Share Exchange Agreement be drafted and executed so that the share
exchange will be a tax free exchange for the SSA Majority Shareholders as well
as typical representations and warranties.
On July 23, 1999, the Company entered into an agreement whereby SSA agreed to
issue the Company shares of common stock equal to 20% of the outstanding common
stock of SSA. The Company agreed to raise $1,250,000 US as a joint venture
partner in the SSA Web-Retriever internet search engine. The July 23, 1999
Agreement also requires that a royalty of 7% will be paid to the SSA Majority
Shareholders on gross revenue received by the Company through the use of the Web
Retriever Intellectual Property.
Security Ownership of Certain Beneficial Owners and Management
The following information gives effect to the issuance of the 19,000,000 to the
SSA Coupon Majority Shareholders upon closing of the Share Exchange Agreement.
(a) Security Ownership of Certain Beneficial Owners holding five percent or
greater of the 36,900,000 shares of common stock outstanding as of date of
Closing of the Share Exchange Agreement.
Title of Class Name and Address Amount and Nature % of
of Beneficial Owner of Beneficial Ownership Class
Common Maurice Simpson 13,300,000 36.0%
c/o 4920 - 800 W. Pender St.
Vancouver, BC V6C 2V6
William Murray 2,850,000 7.7%
c/o Metro Town Law Office
1230B - 4700 Kingsway
Burnaby, BC V5H 4M1
Dana Shaw 2,850,000 7.7%
5260 - 6th Av.
Delta, BC V4M 1L5
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(b) Security Ownership of Management
Name and Address(1) Amount and Nature % of
Title of Class of Beneficial Owner of Beneficial Ownership Class
Common Wayne E. Loftus 1,583,333 4.3%
Frank Denis 2,866,668 7.8%
Michael Jenks 1,583,333 4.3%
Stan Polson 1,583,333 4.3%
Gil Rahier 1,683,333 4.6%
All officers and Directors
as a Group (5 persons) 9,300,000 25.2%
(1) 444 Victoria Street, Suite 370, Prince George, B.C. CANADA V2L 2J7
Item 2. Acquisition or Disposition of Assets
Upon closing of the Share Exchange Agreement, the Company will own 100% of the
common stock of SSA. SSA has developed an internet search engine called
"Web-Retriever" which has the capability to produce search results relative to a
user determined location. Other planned features are NET PET, a personalized
internet application which will store the user's selected web pages, start page
settings so that the user can log on to the Web-Retriever website from any
computer or location and have their personalized internet information available
thus free this type of information from the user's primary location.
Web-Retriever will also provide email, stock quotes and classified advertisement
listings.
The Web-Retriever.com search engine is currently in the alpha stage of
development. SSA is presently seeking to acquire and or license several
components and is working on increasing its server capacities, network security
and database compilation. SSA intends to release a limited function version for
testing and use by the public within the next thirty to ninety days. The release
of this limited function version will be through the SSA website at
"www.web-retriever.com" where a demo version and more information regarding SSA
is available.
Item 7. Financial Statements and Exhibits.
(a) Audited Financial Statements of SSA Coupon Limited will be filed with the
Company's Annual Report on Form 10-KSB on or before October 30, 1999.
(b) Pro Forma Financial Information giving effect to the acquisition will be
filed with the Company's Annual Report on Form 10-KSB on or before October
30, 1999.
(c) Exhibits
10.5 Agreement on Principal Terms dated August 28, 1999
10.6 Agreement on Principal Terms dated July 23, 1999
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: September 7, 1999
/s/ WAYNE LOFTUS
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Wayne Loftus, President
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SSA COUPON MAURICE
LIMITED SIMPSON
Office at Eaton's Centre C/O 4920-800 W Pender
1230B-4700 Kingsway St Vanouver BC
Burnaby BC V5H 4M1 V6C 3V6
WILLIAM MURRAY DANA SHAW
C/O Metro Twon Law Office at 5260-6th Avenue
Eaton's Centre, 1230B-4700 Delta BC
Kingsway, Burnaby BC V4M 1L5
V5H 4M1
August 28, 1999
Forest Glade International Inc.
#370-444 Victoria Street
Prince George, BC V2L 2J7
Dear Sirs:
Re: Forest Glade International Inc. ("Forest Glade") and SSA Coupon Limited
("SSA")
The purpose of this letter is to confirm the agreement between the shareholders
of SSA (the 'SSA Shareholders') and Forest Glade pursuant to which the SSA
Shareholders have agreed to exchange 100% of their shares in SSA for 19 million
shares of Forest Glade which will be subject to Rule 144 (the "Share Exchange").
The parties agree to act reasonably and execute a formal share exchange with
respect to the transaction, which will incorporate the terms herein and contain
the usual warranties, representations and general terms which are usual in
transactions of this nature.
Yours truly,
SSA COUPON LIMITED AGREED TO AND ACKNOWLEDGED
FOREST GLADE INTERNATIONAL INC.
Per: Per:
/s/ William Murray /s/ Wayne Loftus
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Authorized Signatory Authorized Signatory
/s/ Maurice Simpson
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/s/ William Murray
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/s/ Dana Shaw
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S.S.A. Coupon Limited
1230 B 4700 Kingsway
Burnaby, BC V5H 4M1
July 23, 1999
Forest Glade International Inc.
#370-444 Victoria St. Prince George, BC
V2L 2J7
Dear Sirs,
Re: Agreement in Principal between S.S.A. Coupon Limited doing business as
WebRetriever.com ("S.S.A.") and Forest Glade International Inc.
("F.G.I.I.")
The purpose of this document is to describe and create a binding legal agreement
between S.S.A. and F.G.I.I. for the sale of twenty (20) percent of the issued
and outstanding shares of S.S.A. to F.G.I.I. A contract to conform to SEC rules
and regulations will be drafted by a U.S. securities lawyer immediately after
signing. No changes to the terms described within this document are to be
changed without the prior written consent of both parties.
1. S.S.A.
1.1 S.S.A. represents and warrants that it owns 100% of the intellectual
property for a search engine known as 'WebRetriever' which is a
geographical based search engine with seven components (The
'Intellectual Property')
1.2 S.S.A. represents and warrants that except for: a) the existing three
shareholders, b) the contractual obligations existing with Trevor
Kray, and c) F.G.I.I., no other party has any right to any of the
S.S.A. shares or intellectual property.
1.3 S.S.A. represents and warrants that no other party has any option to
any of the shares of S.S.A.
1.4 S.S.A. gives F.G.I.I. that right of first refusal to any and all
offers to either purchase or option S.S.A. shares.
1.5 S.S.A. gives F.G.I.I. the right of first refusal on any new
intellectual property developed by S.S.A. provided F.G.I.I. is capable
of funding the research and development as well as the operations of
any new products.
2. Acquisition by F.G.I.I.
2.1 F.G.I.I. will have twenty (20) percent of the issued capital of S.S.A.
transferred into F.G.I.I.'s name at the same price as the original
shareholders acquired their original shares.
2.2 F.G.I.I. will arrange through the public market one million two
hundred fifty thousand dollars ($1,250,000) through the sales of
F.G.I.I. shares. The proceeds are to be used for the 'WebRetriever'
project.
3. Acquisition Negotations
3.1 S.S.A. retains the right to negotiate on F.G.I.I.'s behalf if a third
party offers to purchase S.S.A. and all proceeds or considerations
must be distributed on an 10% (S.S.A.) and 20% (F.G.I.I.) basis.
4. Royalities
4.1 The intellectual property is subject to a seven (7) percent royalty in
favor of the existing royalty agreement on the gross revenues
generated directly or indirectly through the use of the intellectual
property.
S.S.A. Coupon Limited Witness:
Per: Title: Vice President Name: Andrew Thompson
Address: 22006 Dewoney Trunck Road
/s/ Maurice Simpson Pitt Meadows BC
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Forest Glade International Inc. Witness:
Per: Wayne Loftus Name: Barbara Sutton
------------ Address: 1510 Elm Street
Title: President Prince George BC
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