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 (Date of earliest event June 16, 2000 (June 1, 2000)
reported): ---------------------------
Fetchomatic Global Internet Inc.
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-25151 52-212549
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
444 Victoria Street, Suite 370, Prince George, British Columbia, Canada V2L 2J7
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area (250) 564-6868
code: --------------------
Forest Glade International Inc.
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Former Name and Former Address (Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
Forest Glade Properties Inc. ("Properties") is a wholly owned
subsidiary of Fetchomatic Global Internet Inc. (the "Company"). Until June 1,
2000, 514592 B.C. Ltd., a British Columbia corporation (the "Subsidiary"), was a
wholly owned subsidiary of Properties.
On May 5, 2000, the Subsidiary assigned all of its rights to the funds
(net of the balance remaining on the related mortgage) derived from Mountain
View Park (as defined below), the Subsidiary's sole asset, to Properties. On
June 1, 2000, in accordance with a written consent of Properties' Board of
Directors and its sole shareholder, Properties transferred the ownership of all
of the common stock of the Subsidiary to four of the Company's directors (the
"Transferees"), either directly or through entities controlled by such
directors. Reference is made to (1) the stock transfer agreement between
Properties and the Transferees and (2) the letter of confirmation and assignment
filed as exhibits hereto for all of the terms and conditions thereto.
Item 5. Other Matters
A. Sale of Historical Business
On May 2, 2000, the Subsidiary entered into a Contract of Purchase and
Sale (the "Contract") with 525560 B.C. Ltd., also known as R.P.M.J. Corporate
Communications Limited (the "Purchaser"), a British Columbia corporation, to
sell Mountain View Park for a purchase price (the "Purchase Price") of
Can$1,000,000.
At the time the Contract was signed, the Subsidiary was a wholly owned
subsidiary of Properties. The historical business of the Company, through the
Subsidiary, was owning and operating mobile home parks in Canada. The primary
asset of the Subsidiary is the mobile home park ("Mountain View Park") located
at 100 Aspen Drive, Sparwood, British Columbia, Canada. The Subsidiary's
ownership interest in Mountain View Park is subject to a mortgage (the
"Mortgage") held by the Royal Bank of Canada. As of the June 5, 2000 payment by
the Subsidiary, the outstanding principal balance of the Mortgage was
approximately Can$650,436.
On June 2, 2000, the Subsidiary and the Purchaser completed the
necessary agreements and registration procedures to effect the transfer of
ownership of Mountain View Park and related equipment from the Subsidiary to the
Purchaser. Upon consummation of the title transfer, the Purchaser paid the
Subsidiary Can$200,000 towards the Purchase Price, which amount passed through
and was paid to the Company.
As a result of the sale of Mountain View Park and the transfer of the
common stock of the Subsidiary, (1) the Company and the Subsidiary will cease to
be in the business of owning and operating mobile home parks, (2) the Company
will have no ownership interest in the Subsidiary, and (3) the Company's
business will focus solely on the development, marketing
and commercial exploitation of the web site and Internet search engine described
below in Item 5(C).
The foregoing does not purport to be a complete description of the
Contract or of any of the documents related thereto, and reference is made to
the Contract , the Land Title Act Form C, and the Purchase and Sale Agreement
filed as exhibits hereto for all of their respective terms and conditions.
B. Name Change
Pursuant to stockholder authorization dated as of May 1, 2000, the
Company filed a Certificate of Amendment to its Certificate of Incorporation,
changing the name of the Company to "Fetchomatic Global Internet Inc." The new
symbol for the Common Stock is FGLB. The new CUSIP number for the Common Stock
is 315608. The effective date of the amendment is June 2, 2000. The stockholders
will be required to surrender existing certificates for new certificates
representing the new Company name. Stockholders of record on the effective date
of the amendment will be notified shortly of the procedure for exchange of
existing certificates.
C. Internet Initiatives
The Company, through its wholly owned subsidiary Fetchomatic.com Online
Inc. (formerly SSA Coupon Ltd.), has been developing www.fetchomatic.com, a web
site with an integrated search engine and portal that utilizes a geographical
searching capability. The intellectual property owned and developed by the
Company permits users to locate a business or service in a geographical location
selected by the user by clicking on an online map. The Company currently has
over 16 million United States' businesses in its database which can be accessed
through a variety of business classifications. The Company expects to add to
listings for businesses in Canada and other countries to its database.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not Applicable
(b) Pro Forma Financial Information
Submitted herewith
(c) Exhibits.
Exhibit No. Description
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10.1 Stock Transfer Agreement Among Forest Glade
Properties Inc.; Wayne Loftus; Gil Rahier Holdings Ltd.;
Frank Denis and Michael Jenks, dated as of June 1, 2000.
10.2 Letter of Confirmation and Assignment from the Subsidiary
to Forest Glade Properties Inc., dated May 5, 2000.
10.3 Contract of Purchase and Sale between the Subsidiary and
525560 B.C. Ltd., dated May 2, 2000.
10.4 Land Title Act Form C, registered June 2, 2000.
10.5 Purchase and Sale Agreement between the Subsidiary and
R.P.M.J. Corporate Communications Limited (also known as
525560 B.C. Ltd.), dated the __ day of May, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
Fetchomatic Global Internet Inc.
By: /s/ Wayne E. Loftus
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Wayne E. Loftus
President and Chief Executive Officer
June 16, 2000
Fetchomatic Global Internet Inc.
Unaudited Pro-Forma Consolidated Financial Information
The Unaudited Pro-Forma Consolidated Financial Information reflects
financial information which gives effect to the sale of the Mountain View Park
("the Park") in Sparwood, British Columbia in exchange for consideration
totalling approximately $675,000 (CAN$1 million) and the subsequent liquidation
of the remaining assets and liabilities in the Company's subsidiary, 514592 B.C.
Ltd. The operation of the mobile home park was the Company's primary business
operation until the acquisition of SSA Coupon Ltd. ("SSA") closed on November 3,
1999. Accordingly, the disposal is presented as a discontinued operation in the
attached pro forma balance sheet and statement of operations.
The Pro-Forma Consolidated Balance Sheet gives effect to the above
transaction as if it occurred on January 31, 2000. The Pro Forma Consolidated
Statement of Operations gives effect to the transaction as if it had occurred on
November 3, 1999, the date from which the operations of the Park are included in
the Company's financial statements due to the reverse acquisition with the
stockholders of SSA. The July 31, 1999 annual financial statements of SSA Coupon
Ltd. (the acquirer for accounting purposes in a reverse acquisition) are
unaffected by the discontinuance of the mobile home park operations and, thus,
have not been included.
The Pro-Forma Consolidated Financial Information is unaudited and is
presented for informational purposes only and does not purport to be indicative
of the financial position which would actually have been obtained if the
transaction occurred in the periods indicated or which may exist or be obtained
in the future. The unaudited pro forma financial information should be read in
conjunction with the notes thereto and the historical consolidated financial
statements and notes thereto included in the Company's latest annual report on
Form 10-KSB and latest quarterly report on Form 10-QSB.
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FetchOmatic Global Internet Inc.
(formerly Forest Glade International Inc.)
Pro-forma Consolidated Balance Sheet
January 31, 2000
(Unaudited)
Pro-forma Pro-forma
As reported Adjustments Balance
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Assets
Current
Cash $ 73,649 $ 135,000 1 $ 194,786
(13,863) 1
Prepaid expenses and other 230,642 - 230,642
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304,291 121,137 425,428
Note receivable - 540,300 1 82,066
(458,234) 2
Restricted cash 142,515 - 142,515
Property and equipment 1,105,105 (991,848) 1 113,257
Software development costs 129,531 - 129,531
Goodwill, net of accumulated amortization 358,500 (358,500) 1 -
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$ 2,039,942 $ (1,147,145) $ 892,797
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Liabilities and Stockholders' Equity
Liabilities
Current
Accounts payable and accrued liabilities $ 184,392 $ 25,000 1 $ 209,392
Unearned revenue and deposits 13,863 (13,863) 1 -
Due to stockholders 116,559 - 116,559
Current portion of long-term debt 22,814 (22,814) 2 -
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337,628 (11,677) 325,951
Long-term debt 435,420 (435,420) 2 -
Deferred income taxes 156,849 (156,849) 1 -
Advances for stock subscriptions 417,814 - 417,814
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1,347,711 (603,946) 743,765
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Stockholders' equity
Capital stock
Authorized
200,000,000 common shares, par value $0.001
Issued
38,110,000 common shares 38,110 - 38,110
Additional paid-in capital 1,405,590 - 1,405,590
Accumulated deficit (746,878) (543,199) 1 (1,290,077)
See the accompanying notes to the pro-forma consolidated interim financial statements.
Accumulated other comprehensive loss - foreign
currency translation losses ( 4,591) - (4,591)
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692,231 (543,199) 149,032
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$ 2,039,942 $ (1,147,145) $ 892,797
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FetchOmatic Global Internet Inc.
(formerly Forest Glade International Inc.)
Pro-forma Consolidated Statement of Operations
For the six months ended January 31, 2000
(Unaudited)
Pro-forma Pro-forma
As reported Adjustments Balance
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Revenue
Property rentals $ 34,381 $ (34,381) 3 $ -
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Expenses
Administration 115,682 - 115,682
Advertising and promotion 82,878 - 82,878
Amortization and depreciation 42,322 (32,663) 3 9,659
Investor relations 139,000 - 139,000
Professional fees 45,588 - 45,588
Property management 16,793 (16,793) 3 -
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442,263 (49,456) 392,807
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(407,882) 15,075 (392,807)
Write-down of advances (95,235) - (95,235)
Interest on long-term debt (11,047) 11,047 3 -
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Loss before income taxes (514,164) 26,122 (488,042)
Income tax recovery - deferred 2,640 (2,640) 3 -
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Net loss from continuing operations $ (511,524) $ 23,482 $ (488,042)
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Loss per share from continuing operations $ (0.02) $ (0.02)
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Weighted average shares outstanding 28,155,217 28,155,217
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FetchOmatic Global Internet Inc.
(formerly Forest Glade International Inc.)
Note to the Pro-forma Consolidated Financial Statements
(Unaudited)
January 31, 2000
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1. Reflects the cash proceeds from the sale of the Park by the Company's
subsidiary, 514592 B.C. Ltd., of $135,000 (CAN$200,000), a note receivable
of $98,000 (CAN$145,000) due within sixty days of closing and a long-term
note receivable of $442,300 (CAN$655,000) due in monthly installments of
$6,800 (including interest at Prime plus 1% per annum) with the balance due
on May 15, 2002. Total consideration was $675,300 (CAN$1,000,000).
The loss on sale of the Park has been included in the loss from
discontinued operations charged to Accumulated Deficit on the Pro-forma
Consolidated Balance Sheet as follows:
Proceeds $ 675,300
Property and equipment (991,848)
Goodwill (358,500)
Deferred income tax recovery 156,849
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518,199
Estimated costs of disposal 25,000
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$ 543,199
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The balance of unearned revenue and security deposits has been recorded as
a reduction of cash received on closing.
2. Immediately subsequent to the sale of the Park, the remaining assets and
liabilities of the Park were transferred from the subsidiary (514592 B.C.
Ltd.) to the Company leaving the balance of the mortgage payable of
$458,234 and a balance of the long-term note receivable of the same amount
in 514592 B.C. Ltd.
The shares of 514592 B.C. Ltd. were then sold to four of the Company's
directors for nominal consideration.
3. Reflects the reclassification of revenues and expenses relating to the
operations of the Park as "discontinued" for the six-months ended January
31, 2000.