U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K\A 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: December 15, 1997
ZABA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
COLORADO
(State or other jurisdiction of incorporation)
000-21099 84-112830
(Commission File No.) (IRS Employer
Identification No.)
20644 Eastleigh Crescent, Suite 302
Langley, British Columbia V3A 4C4
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (604) 533-6635
HA SPINNAKER, INC.
(Former Name of Registrant)
Page One of Fifteen Pages
<PAGE>
Item 7(a) and 7(b). Financial Statements and Pro Forma Financial
Statements
The unaudited Consolidated Financial Statements of Zaba
International Holdings USA, Inc. as of October 28, 1997 and
unaduited pro forma Balance Sheet of Zaba International, Inc. as of
October 29, 1997 are attached hereto and incorporated herein as if
set forth. These unaudited consolidated financial statements which
are included herein are presented on an unaudited basis as a result
of the fact that both Zaba International Holdings USA, Inc. and its
predecessor were incorporated during calendar year 1997 and neither
had concluded a fiscal year as of the date hereof.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934 the Registrant has duly caused this amendment to its Form 8-K
report to be signed on its behalf by the undersigned hereunto duly
authorized.
ZABA INTERNATIONAL, INC.
By:/s/ Robert Zaba
Robert Zaba, President
Dated: December 15, 1997
3
<PAGE>
ZABA INTERNATIONAL HOLDINGS USA INC.
SEATTLE, WASHINGTON
Consolidated Financial Statements
(Unaudited - See Notice to Reader)
AS AT OCTOBER 28, 1997
4
<PAGE>
NOTICE TO READER
______________________________________________________________________________
To the Shareholders,
Zaba International Holdings USA Inc.
______________________________________________________________________________
We have compiled the consolidated balance sheet of Zaba International Holdings
USA Inc. as at October 28, 1997 and the consolidated statements of income and
retained earnings (deficit) for the six months then ended from information
provided by management. We have not audited, reviewed or otherwise attempted
to verify the accuracy or completeness of such information. Readers are
cautioned that these statements may not be appropriate for their purposes.
Regina, Saskatchewan
December 9, 1997 s/Orr and Company
Chartered Accountants
______________________________________________________________________________
5
<PAGE>
<TABLE>
ZABA INTERNATIONAL HOLDINGS USA INC.
CONSOLIDATED BALANCE SHEET
(Unaudited - See Notice to Reader)
AS AT OCTOBER 28, 1997
(amounts in US dollars)
______________________________________________________________________________
ASSETS
<S> <C>
Current Assets
Deposit on Investment (Note 3) $ 214,000
Capital Acquisition Costs 137,037
-------------
$ 351,037
=============
LIABILITIES
Current Liabilities
Accounts payable $ 14,867
Shareholder's Loan (Note 4) 341,927
-------------
356,794
-------------
SHAREHOLDER'S EQUITY (DEFICIT)
Capital Stock (Note 5) 1
Retained Earnings (Deficit) (5,758)
-------------
(5,757)
-------------
$ 351,037
=============
______________________________________________________________________________
</TABLE>
6
<PAGE>
<TABLE>
ZABA INTERNATIONAL HOLDINGS USA INC.
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS (DEFICIT)
(Unaudited - See Notice to Reader)
FOR THE SIX MONTHS ENDED OCTOBER 28, 1997
(amounts in US dollars)
______________________________________________________________________________
<S> <C>
Expenses
Courier fees $ 237
Travel 7,037
---------
7,274
=========
Other Income
Exchange gain 1,516
---------
Net Loss for the period $ (5,758)
=========
______________________________________________________________________________
</TABLE>
7
<PAGE>
ZABA INTERNATIONAL HOLDINGS USA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - See Notice to Reader)
FOR THE SIX MONTHS ENDED OCTOBER 28, 1997
(amounts in US dollars)
______________________________________________________________________________
1. General
The predecessor of this company, Zaba International Holdings Inc. was
incorporated on April 16, 1997. Zaba International Holdings USA Inc. was
incorporated on August 28, 1997 in the state of Nevada.
2. Summary of Significant Accounting Policies
Foreign Exchange Transaction
The company's financial statements are prepared in US currency. Monetary
items are translated into the reporting currency at the rate of exchange
in effect at the balance sheet date (1.4092). Expenses and non-monetary
items are translated into the reporting currency at the average rate
(1.3853).
Capital acquisition costs
Costs related to the merger of HA Spinnaker Inc. and Zaba International
Holdings USA Inc. have been capitalized.
3. Deposit on Investment
Effective September 25, 1997, Zaba International Holdings Inc., a wholly
owned subsidiary corporation incorporated under the laws of British
Columbia has entered into an option agreement to purchase all the issued
and outstanding share of Sweeprite Mfg. Inc., Patchrite Inc. and Rite Way
Mfg. Co. Ltd. (the Sweeprite Companies). The sole shareholders of Zaba
International Holdings Inc. have assigned all of their rights, title and
interest of Zaba International Holdings Inc. to Zaba International
Holdings USA Inc.
The total consideration for the Sweeprite Companies' shares is $3,250,000
(Cdn).
In accordance with the purchase agreement, Zaba International Holdings USA
Inc. has made a $300,000 (Cdn) non-refundable deposit to the shareholders
of Sweeprite Mfg. Inc. This deposit is to be applied against the balance
of the purchase price. The balance of the purchase price, $3,000,000
(Cdn) is payable on or before December 31, 1997. Failure of the purchaser
to pay this balance of the purchase price before the expiration shall
result in the forfeiture of the non-refundable deposit.
______________________________________________________________________________
8
<PAGE>
ZABA INTERNATIONAL HOLDINGS USA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - See Notice to Reader)
FOR THE SIX MONTHS ENDED OCTOBER 28, 1997
(amounts in US dollars)
______________________________________________________________________________
4. Shareholder's Loan
The loan is unsecured, non-interest bearing and has no specific terms of
repayment.
5. Capital Stock
Authorized:
- 100,000 common shares, par value $0.01 per share
Issued:
- 100 common shares $ 1
==========
6. Subsequent Event
Effective October 29, 1997, HA Spinnaker Inc. (a public reporting company
under the Securities and Exchange ACt of 1934) acquired all of the issued
and outstanding securities of Zaba International Holdings USA Inc. The
transaction involved a reverse stock split wherein one common share of HA
Spinnaker Inc. was exchanged for every 12 common shares issued and
outstanding. Following the reverse stock split, HA Spinnaker Inc. issued
9,628,660 restricted common shares to the former shareholders of Zaba
International Holdings USA Inc. in exchange for all of the issued and
outstanding shares of Zaba International Holdings USA Inc. HA Spinnaker
Inc. has subsequently changed its name to Zaba International Inc.
HA Spinnaker Inc. retains the right of rescission if Zaba International
Holdings USA Inc. fails to close the acquisition of the Sweeprite Mfg.
Inc. group of companies on or before December 31, 1997.
______________________________________________________________________________
9
<PAGE>
ZABA INTERNATIONAL INC.
(FORMERLY HA SPINNAKER, INC.)
SEATTLE, WASHINGTON
PRO-FORMA BALANCE SHEET
(Unaudited - See Notice to Reader)
AS AT OCTOBER 29, 1997
10
<PAGE>
NOTICE TO READER
______________________________________________________________________________
To the Shareholders,
Zaba International, Inc.
- ------------------------------------------------------------------------------
We have compiled the pro-forma balance sheet of Zaba International Inc. as at
October 29, 1997 from information provided by management. We have not audited,
reviewed or otherwise attempted to verify the accuracy or completeness of such
information. Readers are cautioned that these statements may not be
appropriate for their purposes.
Regina, Saskatchewan
December 8, 1997 s/Orr and Company
Chartered Accountants
- ------------------------------------------------------------------------------
11
<PAGE>
<TABLE>
ZABA INTERNATIONAL INC.
PRO-FORMA BALANCE SHEET
(Unaudited - See Notice to Reader)
AS AT OCTOBER 29, 1997
(amounts in US dollars)
______________________________________________________________________________
ASSETS
<S> <C>
Current Assets
Cash $ 413
Deposit on Investment (Note 3) 214,000
---------
214,413
Capital Acquisition Costs 137,037
---------
$ 351,450
=========
LIABILITIES
Current Liabilities
Accounts payable $ 14,867
Shareholders' Loan (Note 4) 341,927
---------
356,794
---------
SHAREHOLDERS' EQUITY (DEFICIT)
Capital Stock (Note 5) 14,443
Contributed Surplus 33,775
Retained Earnings (Deficit) (53,562)
---------
(5,344)
---------
$ 351,450
=========
______________________________________________________________________________
</TABLE>
12
<PAGE>
ZABA INTERNATIONAL INC.
NOTES TO THE PRO-FORMA BALANCE SHEET
(Unaudited - See Notice to Reader)
AS AT OCTOBER 29, 1997
(amounts in US dollars)
______________________________________________________________________________
1. Reverse Take-Over
Effective October 29, 1997, HA Spinnaker Inc. (a publicly acquired
reporting company under the Securities and Exchange Act of 1934) acquired
all of the issued and outstanding securities of Zaba International
Holdings USA Inc. The transaction involved a reverse stock split wherein
one common share of HA Spinnaker Inc. was exchanged for every 12 common
shares issued and outstanding. Following the reverse stock split, HA
Spinnaker Inc. issued 9,628,660 restricted common shares to the former
shareholders of Zaba International Holdings USA Inc. in exchange for all
of the issued and outstanding shares of Zaba International Holdings USA
Inc. HA Spinnaker Inc. has subsequently changed its name to Zaba
International Inc.
The acquisition will be accounted for using the purchase method.
2. Summary of Significant Accounting Policies
Foreign Exchange Transaction
The company's pro-forma balance sheet is prepared in US currency.
Monetary items are translated into the reporting currency at the rate of
exchange in effect at the pro-forma balance sheet date. (1.4092).
Capital acquisition costs
Costs related to the merger of HA Spinnaker Inc. and Zaba International
Holdings USA Inc. have been capitalized.
3. Deposit on Investment
Effective September 25, 1997, Zaba International Holdings Inc., a wholly
owned subsidiary corporation incorporated under the laws of British
Columbia has entered into an option agreement to purchase all the issued
and outstanding share of Sweeprite Mfg. Inc., Patchrite Inc. and Rite Way
Mfg. Co. Ltd. (the Sweeprite Companies). The Shareholders of Zaba
International Holdings Inc. have assigned all of their rights, title and
interest of Zaba International Holdings Inc. to Zaba International
Holdings USA Inc. The total consideration for the Sweeprite Companies'
shares is $3,250,000 (Cdn).
In accordance with the purchase agreement, Zaba International Holdings USA
Inc. has made a $300,000 (Cdn) non-refundable deposit to the shareholders
of Sweeprite Mfg. Inc. This deposit is to be applied against the balance
of the purchase price. The balance of the purchase price, $3,000,000
(Cdn) is payable on or before December 31, 1997. Failure of the purchaser
to pay this balance of the purchase price before the expiration shall
result in the forfeiture of the non-refundable deposit.
______________________________________________________________________________
13
<PAGE>
ZABA INTERNATIONAL INC.
NOTES TO THE PRO-FORMA BALANCE SHEET
(Unaudited - See Notice to Reader)
AS AT OCTOBER 29, 1997
(amounts in US dollars)
______________________________________________________________________________
4. Shareholders' Loan
The loan is unsecured, non-interest bearing and has no specific terms of
repayment.
5. Capital Stock
Authorized:
- 1,000,000,000 common shares, par value $0.0012
- 100,000,000 preferred shares
Issued:
- 12,035,825 common shares $ 14,443
=========
______________________________________________________________________________
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF ZABA INTERNATIONAL HOLDINGS USA
INC. AS AT OCTOBER 28, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> OCT-28-1997
<CASH> 214,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 351,037
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 351,037
<CURRENT-LIABILITIES> 14,867
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> (5,758)
<TOTAL-LIABILITY-AND-EQUITY> 351,037
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,274
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,758)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,758)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
