UNITED STATES
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
June 6, 2002
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Date of Report (Date of earliest event reported)
BALSAM VENTURES, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 333-33574 52-2219056
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
12 - 5880 Hampton Place
Vancouver, British Columbia, Canada V6T 2E9
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(Address of principal executive offices) (Zip Code)
(604) 222-2657
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Registrant's telephone number, including area code
NOT APPLICABLE
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
None.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 6, 2002, Balsam Ventures, Inc. ("Balsam") entered into an exclusive
licensing agreement (the "Agreement") with Cool Can Technologies, Inc., ("Cool
Can") granting Balsam the exclusive worldwide right and license, for a period of
40 years, to enjoy, commercialize and exploit Cool Can's proprietary Instacool
self-chilling beverage container technology (the "Technology") including the
right to manufacture, use and sell apparatus and products embodying the
Technology. Balsam also has the right to sub-license the right to manufacture,
use and sell products embodying the Technology. The consideration for the
Agreement is as follows:
1. Balsam must pay Cool Can a license fee of $200,000 within 90 days of June
6, 2002;
2. Balsam must expend $1,800,000 to develop and commercialize the technology
within 24 months of June 6, 2002; and
3. Balsam must pay ongoing royalties to Cool Can equal to 5% of gross profits
from sales of products or 5% of gross licensing revenues subject to minimum
royalty payments of $200,000 per year in each fiscal year of Balsam
following the fiscal year ended June 30, 2004.
Subject to the license, the patents and trademarks included in the Technology
(the "Intellectual Property") remain the property of Cool Can however, Balsam
has a right of first refusal to acquire the Intellectual Property should Cool
Can seek to dispose of the Technology during the currency of the Agreement.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
None.
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ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
None.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
None.
(b) Pro forma Financial Information.
None.
(c) Exhibits.
Exhibit Description
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2.1 Exclusive License Agreement dated June 5, 2002
ITEM 8. CHANGE IN FISCAL YEAR
None.
ITEM 9. REGULATION FD DISCLOSURE
None.
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SIGNATURE
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 hereunto duly authorized.
BALSAM VENTURES, INC.
Date: June 20, 2002 By: /s/ Robert Smith
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ROBERT SMITH
PRESIDENT