SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549_________________ FORM 8-KCURRENT REPORTPursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): April 29, 2004MPAC CORPORATION
(Exact name of Registrant as Specified in its Charter) |
| | |
NEVADA | 000-49951 | 91-2084507 |
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer |
incorporation or organization) | | Identification Number) |
320 - 1100 Melville Street
Vancouver, British Columbia
Canada V6E 4A6 (Address of Principal Administrative Offices)Registrant's Telephone Number, Including Area Code: (604) 688-3931 , xt 4 |
Item 2. Acquisition or Disposition of Assets
Pursuant to an agreement dated May 10, 2004 we agreed to sell a 100% interest in our wholly owned subsidiary, Micron Milling & Packaging Company Ltd. ("Micron") to, Adam Smith, a director of the issuer, for a nominal cash consideration of $1.00.
Micron is a private Alberta company that owns all of the assets associated with our agricultural chemical business. At the time of the sale those assets consistent solely of licenses and regulatory permits required to sell our products in the United States and were carried on the company's balance sheet at a nil value.
This sale is part of a larger restructuring effort in which MPAC is refocusing its business as disclosed in a previous 8-K.
Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The accompanying unaudited pro forma consolidated balance sheet and unaudited consolidated statements of operations give effect to the disposal of Micron Milling & Packaging Company Ltd. ("Micron") by MPAC Corporation ("MPAC") on May 10, 2004.
The unaudited pro forma consolidated financial statements of MPAC included herein have been prepared by management of MPAC in accordance with the accounting principles generally accepted in the United States of America. They have been prepared from information derived from the December 31, 2003 (unaudited) and December 31, 2002 (unaudited) consolidated financial statements of MPAC, together with other information available to the corporations. In the opinion of management of MPAC, these unaudited pro forma consolidated financial statements include all adjustments necessary for fair presentation of the disposal of Micron by MPAC as described below.
The unaudited pro forma consolidated financial statements should be read in conjunction with the historical financial statements and notes thereto of MPAC referred to above and included elsewhere in this 8-K. The MPAC unaudited pro forma consolidated balance sheet gives effect to the disposal of Micron as if it had occurred on December 31, 2003. The unaudited pro forma consolidated statements of operations gives effect to the disposal of Micron as if it had occurred at the start of the fiscal periods beginning on October 1, 2002. These unaudited pro forma financial statements are not necessarily indicative of the financial position or results of operations, which would have resulted if the combination and related transactions had actually occurred on those dates.
MPAC CORPORATION
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
(Stated in US Dollars)
(Unaudited)
MPAC CORPORATION
PRO FORMA CONSOLIDATED BALANCE SHEETS
December 31, 2003
(Stated in US Dollars)
(Unaudited)
| | | | MPAC |
| | | | Corporation |
| Consolidated | (Note 2) | | Pro Forma |
| MPAC | Pro Forma | | Consolidated |
ASSETS | Corporation | Adjustments | | Balance |
Current | | | | |
Cash and cash equivalents | $ 19,704 | $ (19,704) | (b) | $ - |
Accounts receivable | 412 | - | | 412 |
|
|
| |
|
| $ 20,116 | $ (19,704) | | $ 412 |
| | | | |
LIABILITIES | | | | |
Current | | | | |
Accounts payable and accrued liabilities | $ 302,804 | $ (142,711) | (b) | $ 160,093 |
Loan payable | 386,860 | 33,081 | (a) | |
| | (234,000) | (a) | 185,941 |
Demand loans | 147,941 | - | | 147,941 |
| | | | |
| 837,605 | (343,630) | | 493,975 |
| | | | |
STOCKHOLDER'S DEFICIENCY | | | | |
Common stock | 8,291 | 2,340 | (a) | 10,631 |
Additional paid-in capital | 605,854 | 231,660 | (a) | 837,514 |
Shares allotted | 4,370 | - | | 4,370 |
Deficit | (1,436,004) | 89,926 | (b) | (1,346,078) |
| | | | |
| (817,489) | 323,926 | | (493,563) |
| | | | |
| $ 20,116 | $( 19,704) | | $ 412 |
| | | | |
MPAC CORPORATION
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
for the period ended December 31, 2003
(Stated in US Dollars)
(Unaudited)
| MPAC | | |
| Consolidated | | |
| Three months | | |
| ended | | Pro Forma |
| December 31, | Pro Forma | Consolidated |
| 2003 | Adjustments | Total |
Other income | | | |
Foreign exchange gain | $ 1,502 | $( 1,502) | $ - |
Expenses |
|
|
|
General and administrative | 62 | ( 62) | - |
Interest and bank charges | 478 | ( 478) | - |
Interest on long-term debt | 3,325 | - | 3,325 |
Management fees | 16,952 | ( 902) | 16,050 |
|
|
|
|
| ( 20,817) | ( 1,442) | ( 19,375) |
|
|
|
|
Net income (loss) | $( 19,315) | $( 60) | $( 19,375) |
|
|
|
|
Basic and diluted loss per share | $( 0.00) | $ 0.00 | $( 0.00) |
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|
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|
MPAC CORPORATION
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
for the period ended December 31, 2002
(Stated in US Dollars)
(Unaudited)
| MPAC | | |
| Consolidated | | |
| Three months | | |
| ended | | Pro Forma |
| December 31, | Pro Forma | Consolidated |
| 2002 | Adjustments | Total |
Other income | | | |
Foreign exchange gain | $ 1,362 | $( 1,362) | $ - |
Expenses |
|
|
|
General and administrative | 7,527 | ( 6,912) | 615 |
Interest and bank charges | 776 | ( 508) | 268 |
Interest on long-term debt | 2,788 | - | 2,788 |
Legal | 8,478 | ( 901) | 7,577 |
Management fees | 18,127 | - | 18,127 |
Rent and property taxes | 2,306 | ( 2,306) | - |
Telephone | 77 | - | 77 |
Travel | 2,971 | ( 1,627) | 1,344 |
Wages | 366 | ( 366) | - |
|
|
|
|
| $( 43,416) | $( 12,620) | $( 30,796) |
|
|
|
|
Net loss | $( 42,054) | $( 11,258) | $( 30,796) |
|
|
|
|
Basic and diluted loss per share | $( 0.00) | $( 0.02) | $( 0.00) |
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MPAC CORPORATION
NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003
(Stated in US Dollars)
(Unaudited)
Note 1Basis of Presentation
The accompanying unaudited pro forma consolidated balance sheet and unaudited consolidated statements of operations give effect to the disposal of Micron Milling & Packaging Company Ltd. ("Micron") by MPAC Corporation ("MPAC") on May 10, 2004.
The unaudited pro forma consolidated financial statements of MPAC included herein have been prepared by management of MPAC in accordance with the accounting principles generally accepted in the United States of America. They have been prepared from information derived from the December 31, 2003 (unaudited) and December 31, 2002 (unaudited) consolidated financial statements of MPAC, together with other information available to the corporations. In the opinion of management of MPAC, these unaudited pro forma consolidated financial statements include all adjustments necessary for fair presentation of the disposal of Micron by MPAC as described below.
The unaudited pro forma consolidated financial statements should be read in conjunction with the historical financial statements and notes thereto of MPAC referred to above and included elsewhere in this 8-K. The MPAC unaudited pro forma consolidated balance sheet gives effect to the disposal of Micron as if it had occurred on December 31, 2003. The unaudited pro forma consolidated statements of operations gives effect to the disposal of Micron as if it had occurred at the start of the fiscal periods beginning on October 1, 2002. These unaudited pro forma financial statements are not necessarily indicative of the financial position or results of operations, which would have resulted if the combination and related transactions had actually occurred on those dates.
Note 2Micron Milling & Packaging Company Ltd.
Micron is an Alberta company and operates primarily Alberta. The financial statements of Micron were prepared in accordance with generally accepted accounting principles in the United States of America.
Note 3Disposal of Micron
On May 10, 2004, MPAC disposed of Micron whereby MPAC sold the shares of Micron for $1. In addition, MPAC issued 2,340,000 of its common shares at $0.10 per share to settle amounts owing to related parties of $234,000.
The carrying values of the assets and liabilities of MPAC as presented in the December 31, 2003 historical financial statements approximate their fair values.
Note 4Share Capital
| | | Additional | |
| Common shares | Paid-in | Shares |
| Number | Par value | Capital | Allotted |
| | | | |
Micron balance, December 31, 2003 | 500,100 | $ 500 | $ - | $ 1 |
MPAC common shares prior to disposal | 7,791,418 | 7,791 | 605,854 | 4,369 |
Issued pursuant to debt settlement | 2,340,000 | 2,340 | 231,660 | - |
| | | | |
Pro forma, December 31, 2003 | 10,631,518 | $10,631 | $837,514 | $4,370 |
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Note 5Pro Forma Adjustments
The unaudited pro forma consolidated statements of operations include the following pro forma adjustments.
- To record the accrual of $33,081 of amounts owing to related parties determined subsequent to December 31, 2003. To record the issuance of 2,340,000 common shares of MPAC to settle $234,000 owing from Micron to related parties.
- To record the disposal of Micron.
Note 6Pro-forma Loss Per Share
Pro-forma loss per share has been calculated using the historical weighted average number of shares previously reported and amended as if the pro-forma common shares of MPAC issued pursuant to the acquisition have been outstanding since the beginning of the periods.
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.
MPAC CORPORATION |
Registrant |
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By: | | /s/ Adam Smith |
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| | Name: | | Adam Smith |
| | Title: | | Corporate Secretary |
Dated: May 10, 2004
