FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 31, 1999 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-25151 FOREST GLADE INTERNATIONAL, INC. ------------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA 52-212-549 ---------------------------------------------- (State of incorporation) (IRS Employer ID No.) 444 Victoria Street, Suite 370 Prince George, B.C., CANADA V2L 2J7 ---------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (250) 564-6868 --------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No As of December 20, 1999, the Registrant had 36,900,000 shares of Common Stock outstanding. Transitional Small Business Disclosure Format (check one); Yes No X THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN THE GENERAL INSTRUCTIONS AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT. Part I Financial Information ============================== Item 1 Financial Statements. - ------------------------------ Consolidated Interim Balance Sheets - October 31, 1999 and July 31, 1999 Consolidated Interim Statements of Operations Three months three months ended October 31, 1999 Consolidated Interim Statement of Stockholders' Equity Three months ended October 31, 1999 Consolidated Interim Statement of Cash Flow - Three months ended October 31, 1999 Notes to Consolidated Interim Financial Statements Forest Glade International Inc. Consolidated Interim Balance Sheets October 31 July 31 1999 1999 (Unaudited) - ------------------------------------------------------------------------------------------- Assets Current Cash $ 5,803 $ 6,630 Prepaid expenses 3,637 4,762 ------------ ---------- 9,440 11,392 Investment in SSA Coupon Ltd. (Note 4) 139,987 - Restricted cash (Note 2) 139,954 248,738 Property and equipment (Note 3) 982,091 959,019 ------------ ---------- $ 1,271,472 $1,219,149 ============ ========== Liabilities and Stockholders' Equity (Deficit) Liabilities Current Accounts payable and accrued liabilities $ 80,882 $ 81,178 Liability on investment in SSA Coupon Ltd. (Note 4) - 60,288 Notes payable (Note 2) 139,954 0 Security deposits 2,281 2,225 Due to directors 29,904 29,842 Current portion of long-term debt 21,400 21,887 ------------ ---------- 274,421 195,420 Long-term debt 1,448,870 939,445 Deferred income taxes 156,843 155,598 ------------ ---------- 1,880,134 1,290,463 ------------ ---------- Stockholders' equity (deficit) Capital stock Authorized 200,000,000 common shares, par value $0.001 Issued 17,800,000 (July 31, 1999 - 17,900,000) common shares 17,800 17,900 Additional paid-in capital 135,219 435,524 Accumulated deficit (764,653) (527,868) Accumulated other comprehensive income - foreign currency translation gains 2,972 3,130 ------------ ---------- (608,662) (71,314) ------------ ---------- $ 1,271,472 $1,219,149 ============ ========== Forest Glade International Inc. Consolidated Interim Statements of Operations (Unaudited) For the three-month periods ended October 31 1999 1998 - --------------------------------------------------------------------------------------------- Revenue Rentals $ 29,018 $ - ------------- ----------- Expenses Bank charges 214 814 Depreciation 13,614 13 Management fees 32,107 - Office and miscellaneous 3,361 2,421 Professional fees 38,911 11,088 Property management 5,982 - Property taxes and utilities 8,216 - Repairs and maintenance 2,841 - Travel and promotion 1,249 - ------------- ----------- 106,495 14,336 (77,477) (14,336) Loss on investment (Note 4) (154,725) - Interest on long-term debt (5,837) - Loss on termination of trailer park acquisition (Note 5) (1,352) (69,985) ------------- ----------- Loss before income taxes (239,391) (84,321) Income tax recovery - deferred 2,606 - Net loss for the period $ (236,785) $ (84,321) ============= =========== Loss per share $ (0.01) $ - ============= =========== Weighted average shares outstanding 17,866,667 17,700,000 ============= =========== Forest Glade International, Inc. Consolidated Interim Statements of Changes in Stockholders' Equity (Unaudited) For the three-month period ended October 31, 1999 Accumulated Foreign Total Additional Currency Stockholders' Common Stock Paid-In Accumulated Translation Equity Shares Amount Capital Deficit Gains (Deficit) - ------------------------------------------------------------------------------------------------------------- Balance, August 1, 1999 17,900,000 $ 17,900 $ 435,524 $ (527,868) $ 3,130 $ (71,314) Repurchase of common shares for cancellation and adjustment to the purchase price of 514592 BC Ltd. (Note 2(b)) (100,000) (100) (300,305) - - (300,405) ----------- --------- ---------- ----------- ---------- ------------- 17,800,000 17,800 135,219 (527,868) 3,130 (371,719) ----------- --------- ---------- ----------- ---------- ------------- Net loss for the period (236,785) - (236,785) Foreign currency translation adjustments - (158) (158) Total comprehensive income (236,785) (158) (236,943) ----------- --------- ---------- ----------- ---------- ------------- Balance, October 31, 1999 17,800,000 $ 17,800 $ 135,219 $ (764,653) $ 2,972 $(608,662) =========== ========= ========== =========== ========== ============= Forest Glade International Inc. Consolidated Interim Statements of Cash Flows (Unaudited) For the three-month periods ended October 31 1999 1998 - ---------------------------------------------------------------------------------------------- Cash provided (used) by Operating activities Net loss for the period $ (236,785) $ (84,321) Adjustments to reconcile net loss to net cash used in operating Activities Loss on investment in SSA Coupon Ltd. 154,725 - Depreciation 13,614 13 Deferred income tax recovery (2,606) - Loss on termination of trailer park acquisition - 69,985 Changes in assets and liabilities (Increase) decrease in prepaid expenses 1,234 - Increase (decrease) in accounts payable and accrued liabilities (1,513) (8,202) ------------- ----------- Net cash used in operating activities (71,331) (22,525) ------------- ----------- Investing activities Deposit and costs incurred on terminated trailer park acquisition - (56,757) Investment in SSA Coupon Ltd. (355,000) - Purchase of property and equipment (12,838) - ------------- ----------- (367,838) (56,757) ------------- ----------- Financing activities Repayment of long-term debt (5,642) - Proceeds on long-term debt 492,460 87,778 Additional consideration paid on acquisition of 514592 BC Ltd. (24,615) - Repurchase of common stock (137,895) - Repayment of advances from directors (45,770) - Advances from directors 45,095 - Issuance of common stock - 13 ------------- ----------- Net cash provided by financing activities 323,633 87,791 ------------- ----------- Increase (decrease) in cash for the period (115,536) 8,509 Effect of foreign exchange on cash 5,925 - Cash, beginning of period 255,368 3,016 ------------- ----------- Cash, end of period $ 145,757 $ 11,525 ============= =========== Forest Glade International Inc. Notes to the Consolidated Interim Financial Statements (Unaudited) October 31, 1999 and 1998 1. Basis of Presentation The consolidated interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the financial statements of the Company for the year ended July 31, 1999 and notes thereto included in the Company's 10-KSB annual report. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. 2. Business Acquisitions a) On November 17, 1998, the Company acquired all the issued and outstanding shares of FGP in exchange for 7.7 million shares of the Company's common stock. The transaction was accounted for using the purchase method as a reverse acquisition as the former shareholders of Forest Glade Properties Inc. ("FGP") controlled the Company upon conclusion of this transaction. Accordingly, these financial statements have been accounted for as a continuation of FGP. The net assets of the Company at the date of acquisition consisted of $90,000 of cash received on its initial capitalization. The comparative amounts presented for the three-month period ended October 31, 1998 are those of FGP. b) On December 1, 1998, FGP acquired beneficial control of certain assets and liabilities comprising the Mountain View Park (the "Park") in British Columbia, Canada, from 514592 BC Ltd. a company 50% controlled by a director of the Company in exchange for the issuance of 200,000 shares of common stock. 2. Business Acquisitions - Continued The fair value of assets acquired and liabilities assumed at the date of acquisition was as follows: Current assets $ 9,386 Property and equipment 981,750 991,136 Current liabilities (21,204) Long-term debt (454,692) Deferred income taxes (161,882) $ 353,358 ------------------ The acquisition was accounted for using the purchase method. On August 31, 1999, the terms of the acquisition were amended such that the Company acquired the shares of 514592 BC Ltd. as opposed to the assets. Aside from the legal structure of the acquisition, the terms of the original acquisition agreement remain except for the following: i) The resultant change in structure created a deferred tax liability on acquisition equal to the difference between the fair value assigned to the property and equipment for accounting purposes and the carryover basis used for tax purposes. This temporary difference was recorded in the July 31, 1999 annual financial statements of the Company. ii) The Company repurchased and cancelled 100,000 shares of common stock previously issued to two stockholders controlling 50% of the common stock of 514592 BC Ltd. in exchange for approximately $287,000. 50% of the repurchase price was paid on closing with the balance due without interest on March 2, 2000. Cash advanced to the Company and put in trust to settle balance due in March 2000 is recorded as "restricted" on the Balance Sheet. iii) Additional cash consideration of $24,615 was paid to the other 50% stockholder of 514592 BC Ltd. This stockholder, also a director of the Company, received reimbursement of approximately $13,305 he paid to the other 50% stockholder for management services supplied to 514592 BC Ltd. The effect of the transactions in (ii) and (iii) above were recorded in the consolidated financial statements for the three-month period ended October 31, 1999 as a reduction of additional paid-in capital. 2. Business Acquisitions - Continued The summarized unaudited pro-forma results of operations set forth below for the three-month period ended October 31, 1998 assume that the above acquisitions of FGP and the Park occurred as of August 1, 1998 and include expenses for amortization of property and equipment acquired. Three-month period ended October 31, 1998 - -------------------------------------------------------------- Revenue $ 30,080 Pro-forma net loss $ (91,461) Pro-forma net loss per common share $ (0.01) c) On July 23, 1999, the Company entered into an agreement with SSA Coupon Ltd. ("SSA") to acquire a 20% interest in SSA. SSA is a company that was incorporated in British Columbia, Canada on September 24, 1998 for the purpose of developing, exploiting and marketing a geographically enabled internet web search engine and smart source data base and internet portal and personalized internet communications tool. As consideration, the Company paid $25 and agreed to raise $1.25 million in capital for the working capital use of SSA to be forwarded to SSA in $40,000 weekly increments. Additionally, the Company has agreed to pay, or cause SSA to pay to the three founding shareholders of SSA, in perpetuity, royalties aggregating to 7% of the gross revenues of SSA and/or the Company relating to the technology created by SSA. Such royalties will be paid on a quarterly basis (See Note 4 for detail on contributions made). Subsequent to July 31, 1999, the Company entered into a share exchange agreement with the other shareholders of SSA to acquire the remaining interest in SSA in exchange for 19 million restricted shares of the Company's common stock. Restrictions on these shares will be removed at the rate of 10% each year after their issuance. This agreement closed on November 3, 1999. Effective as of that date, the transaction was accounted for using the purchase method of accounting as applicable for reverse acquisitions. Following reverse acquisition accounting, financial statements subsequent to the closing of this acquisition will be presented as a continuation of SSA. The value assigned to the common stock of the Company on acquisition will be determined based on the fair value of the net assets of the Company at the date of acquisition. 3. Property and Equipment Property and equipment is recorded at cost. Depreciation is provided over the estimated useful lives of the property and equipment on a straight-line basis at rates set out below: October 31, 1999 July 31, 1999 Accumulated Accumulated Rate Cost Depreciation Cost Depreciation ------------------------------------------------------------------------------------------- Land - $ 338,331 $ - $ 330,119 $ - Building 4% 15,143 560 14,776 398 Fencing and equipment 20% 21,364 1,584 8,221 1,147 Pads 8% 658,065 48,668 642,092 34,644 ------------ --------- ----------- ---------- 1,032,903 50,812 995,208 36,189 -------------------------- -------------------------- Net book value $ 982,091 $ 959,019 4. Investment in SSA Coupon Ltd. October 31 July 31 1999 1999 ---------------------------------------------------------------------- Balance, beginning of period $(60,288) $ - Capital advanced to SSA (Note 2) 355,000 175,000 Share of loss of SSA for the period (154,725) (235,288) ----------- ----------- Balance, end of period $139,987 $ (60,288) =========== =========== Assets and liabilities of SSA are summarized as follows: October 31 July 31 1999 1999 ---------------------------------------------------------------------- Current assets $136,248 $ 53,899 Fixed assets 110,772 3,448 ----------- ----------- 247,020 57,347 =========== =========== Current liabilities (including $92,125 and $117,038 owed to the three founding stockholders of SSA at October 31, 1999 and July 31, 1999) (107,033) (117,635) ----------- ----------- $139,987 $ (60,288) =========== =========== 4. Investment in SSA Coupon Ltd. - Continued The Company advanced an additional $80,000 to SSA subsequent to October 31, 1999. The Company has recognized 100% of the loss incurred by SSA for the period from SSA's incorporation (September 24, 1998) as the Company was the only stockholder of SSA with a continuing obligation to provide working capital. SSA is in the development stage and to date has not recognized any revenue. SSA, along with its three founding stockholders, is the defendant in an action filed in the Supreme Court of British Columbia in October 1999 by a former consultant to the Company. The action claims breach of contract and seeks unspecified damages. The Company believes that the action has no merit and intends to vigorously defend the action. On November 17, 1999, the Company commenced an action against the consultant seeking compensation for amounts allegedly misappropriated by the consultant as well as general damages. Amounts advanced to the consultant by the Company on behalf of SSA during the three-month period ended October 31, 1999 and not received by SSA totalled approximately $95,000 (year ended July 31, 1999 - $114,814). These amounts have been written off in the periods of advance. Management does not expect that the outcome of these legal proceedings could have a material adverse effect on the Company's financial condition, results of operations or cash flows. The outcomes of these actions are indeterminable. Accordingly, any further losses or recoveries will be recorded in the period they become probable and quantifiable. 5. Termination of Trailer Park Acquisition The Company paid a non-refundable deposit and incurred certain costs in connection with the potential acquisition of a mobile home park in Alberta, Canada. In November 1998, the Company abandoned the acquisition and, thus, the deposit and all amounts previously deferred have been written off. 6. Related Party Transactions Related party transactions not disclosed elsewhere in these consolidated financial statements include $3,356 (1998 - $Nil) charged by a company controlled by the Company's President for rent and administrative services. 7. Supplementary Cash Flow Information Required disclosures of supplemental information on the Statements of Cash Flows include: a) partial consideration for common stock repurchased was the issuance of a promissory note in of the amount of $137,895 (1998 - $Nil). b) cash consists of: 1999 1998 ----------------------------------------------------------------- Cash $ 5,803 $ 11,525 Restricted cash 139,954 - ----------- ----------- $145,757 $ 11,525 =========== =========== c) Interest paid for the three-month periods ended October 31, 1999 and 1998 was $8,124, and $Nil. 8. Long-term Debt During the three-month period ended October 31, 1999, the Company received additional non-interest bearing advances in contemplation of future share issuances totalling $490,000 to satisfy obligations to SSA and the stockholders of 514592 B.C. Ltd. under the agreements described in Note 2. 9. New Accounting Pronouncements In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 requires companies to recognize all derivatives contracts as either assets or liabilities on the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged assets or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. Historically, the Company has not entered into derivatives contracts either to hedge existing risks or for speculative purposes. Accordingly, the Company does not expect adoption of the new standards on August 1, 2000 to affect its financial statements. In April 1998, the American Institute of Certified Public Accountants issued Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities", ("SOP 98-5") which provides guidance on the financial reporting of start-up costs and organization costs. It requires costs of start-up activities and organization costs to be expensed as incurred. SOP 98-5 is effective for fiscal years beginning after December 15, 1998 with initial adoption reported as the cumulative effect of a change in accounting principle. Adoption of this standard would not have a material effect on the financial statements. Item 2 - Management's Discussion and Analysis or Plan of Operation. =================================================================== The following should be read in conjunction with the Consolidated Financial Statements and notes thereto appearing elsewhere in this report. The Company's 1999 fiscal year is its first operational year and includes costs associated with its 10SB registration. All amounts are stated in U.S. dollars unless otherwise noted. Results of Operations / Plan of Operations - ------------------------------------------ The Company had a net loss of $523,889 for the fiscal year ended July 31, 1999 and a net loss of $236,785 for the three months ended October 31, 1999. Contained in the loss for the three months ended October 31, 1999 was the $154,725 loss of its subsidiary SSA Coupon Ltd. While the Company anticipates continued losses from SSA, it does not anticipate significant future operating losses from the Mountain View Park. The Company's Mountain View Park generated $29,018 in revenue for the the three months ended October 31, 1999 and is expected to continue or increase such revenue for the remainder of the current fiscal year. Management believes that the Sparwood, British Columbia area is growing rapidly due to the development of a ski resort in nearby Fernie, British Columbia. Management believes that as result the vacancy rate will decrease. The Company does not anticipate any significant increase in maintenance and operating expenses. The Company's Plan of Operation for its SSA subsidiary is to continue development of the Web-Retriever site with preliminary beta testing to begin in December, 1999 with full beta testing by March, 2000. The Company has projected the site to be fully operational by April, 2000. The anticipated expenses for the preliminary beta testing include $60,000 for computer systems, $3,000 for a four hour power supply system, $75,000 to purchase data bases for use in the site, $28,000 for programmers, web page designers and other technical personnel and $10,000 for high speed communications lines, rent and other expenses. The anticipated expenses for the full beta testing are an additional $56,000 for programmers, web page designers and other technical personnel and $18,000 for high speed communications lines, rent and other expenses. Upon achieving full technical operations, the Company anticipates that a multi-media marketing campaign to promote the site will require $5,000,000 to $10,000,000. The Company is committed to provide $1,250,000 of working capital to SSA in $40,000 weekly increments since July, 1999. The Company has provided SSA with $610,000 in capital through November 15, 1999. The Company has incurred operating losses since inception. The continuation of the Company is dependent upon the continuing financial support of its creditors and stockholders and obtaining long term financing as well as achieving a profitable level of operations. Management plans to raise equity capital to finance the operations and capital requirements of the Company. It is management's intention to raise new equity financing of approximately $3 to $5 million within the upcoming twelve months. There are, however, no assurances that any such activity will generate funds that will be available for operations. Accordingly, the Company's financial statements contain note disclosure describing the circumstances that lead there to be doubt over its ability to continue as a going concern. The Company's auditors have also commented in this regard in their comments by auditor for U.S.readers on Canada - - US reporting differences in connection with their audit of July 31, 1999 financial statements in this regard. Liquidity - --------- The Company has funded its operations during the three months ended October 31, 1999 through internally generated revenues and loans from the Company's directors ($45,095) and non-recourse advances from unaffiliated third parties in the amount of $492,460. These funds have been advanced in contemplation of a future offering of the Company's common stock. The Company has recorded this amount as a long term liability though there are no terms of repayment, interest accruing or security interest attached to the liability. The Company anticipates conducting a private placement or public offering of its securities to fund the SSA Plan of Operations. The Company also expended $137,895 for the repurchase of 100,000 shares of common stock pursuant to the August 31, 1999 Amendment to the December 1, 1998 agreement whereby the Company acquired its Mountain View Mobile Home Park from 514592 BC Ltd. The Company has also recorded $139,954 as restricted cash which is payable to certain shareholders of 514592 BC Ltd., in March, 2000. Year 2000 Computer Issue - ------------------------ The Year 2000 Issue arises because many computerized systems use two digits rather than four to identify a year. Date-sensitive systems may recognize the year 2000 as 1900 or some other date, resulting in errors when information using the year 2000 date is processed. In addition, similar problems may arise in some systems which use certain dates in 1999 to represent something other than a date. The effects of the Year 2000 Issue may be experienced before, on, or after January 1, 2000 and if not addressed, the impact on operations and financial reporting may range from minor errors to significant system failure which could affect an entity's ability to conduct normal business operations. It is not possible to be certain that all aspects of the Year 2000 Issue affecting the entity, including those related to the efforts of customers, suppliers, or other third parties, will be fully resolved. Part II - Other Information =========================== Item 1 - Legal Proceedings: - -------------------------- The Company's subsidiary, SSA Coupon Ltd., is a defendant in a action filed in the Supreme Court of British Columbia in October 1999, by Trevor Kray. The action also names Maurice Simpson, William Murray and Dana Shaw as defendants. The action claims a breach of contract by the Defendants and seeks unspecified damages. Trevor Kray was a consultant engaged by SSA Coupon, Ltd., to assist it with corporate development and financing. The Company believes that the action has no merit and intends to vigorously defend the action. On November 17, 1999, SSA Coupon Ltd., commenced an action against Trevor and Shannon Kray and Kray & Company Consulting ("the Krays") alleging misappropriation and conversion to their personal use of approximately $235,000 advanced to them as consultants on behalf of SSA Coupon Ltd. It is also alleged the Krays misrepresented the amount of funding provided by a financier on behalf of SSA Coupon and thus caused delays in the development and completion of SSA Coupon Ltd., projects. SSA Coupon Ltd., seeks compensation for monies misappropriated by the Krays as well as general damages. Management does not expect that the outcome of these legal proceedings could have a material adverse effect on the Company's financial condition, results of operations or cash flows. Item 2. - Changes in Securities: - -------------------------------- 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 in exchange for 19,000,000 shares of the Company's restricted common stock. The Share Exchange Agreement was executed on September 29, 1999 and closed on November 3, 1999. With respect to the sales made, the Company relied on Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The securities were offered to accredited investors who were provided all of the current public information available on the Company. Item 3. - Default Upon Senior Securities: There are no defaults to report. Item 4. - Submission of Matters to a Vote of Security Holders: None during the quarter. Item 5. - Other Information: None Item 6. - Exhibits and Reports on Form 8-K: Change in Control / Acquisition of SSA Coupon Ltd., dated August 30, 1999 Change in Auditors dated October 21, 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: December 21, 1999 /s/ WAYNE LOFTUS - ---------------------------- Wayne Loftus, President /s/ GIL RAHIER - ---------------------------------------- Gil Rahier, Chief Financial Officer