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)
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
(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