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
Date of Report (Date of earliest event reported): January 11,2006
INTERNATIONAL DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
000-31343 36-4567500
(Commission File Number) (IRS Employer Identification No.)
534 DELAWARE AVENUE, SUITE 412 14202
BUFFALO, NEW YORK (Zip Code)
(Principal Executive Offices)
(416) 490-0254
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
See Item 2.01, below.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On January 11, 2006, we executed and closed an Asset Sale Agreement with
Max Weissengruber, our president, chief operations officer and a director, and
D. Brian Robertson, our chief financial officer, with respect to the purchase of
certain assets of Freshwater Technologies, Inc., our wholly-owned subsidiary.
Although the agreement was executed and closed on January 11, 2006, it was
effective as of October 1, 2005. Included in the assets was the name "Freshwater
Technologies." The purchase price for the assets was $60,210.33 paid in the form
of the forgiveness of debt for salary owed by International Development Corp. in
the amount of $32,482.51 to Mr. Weissengruber, and $27,727.82 to Mr. Robertson.
As additional consideration, Messrs. Weissengruber and Robertson agreed to the
termination of their employment agreements with International Development Corp.
and a general release of any and all claims they may have had against either
International Development Corp. or Freshwater Technologies, Inc. In addition,
certain other liabilities of Freshwater Technologies, Inc. were either assumed
or forgiven by Messrs. Weissengruber and Robertson and Bob Glassen in the amount
of $10,918.54. The net effect of the transaction was that International
Development and Freshwater were relieved of liabilities which exceeded assets in
the amount of $134,532.17, and that Freshwater Technologies, Inc. is now debt
free. A copy of the Asset Sale Agreement is attached to this Current Report.
Our board of directors approved of the sale to Messrs. Weissengruber and
Robertson on September 29, 2005, and as modified, on January 6, 2006.
The following are hereby incorporated by reference:
- Our latest annual report on Form 10-KSB, for the fiscal year ended
August 31, 2005, filed on November 29, 2005, and the latest quarterly
report on Form 10-QSB for the quarter ended November 30, 2005, filed on
January 17, 2006.
- All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the Form 10-KSB referred to above.
- A description of our securities contained in the Registration
Statement on Form 10SB12G filed by us to register our common stock under
the Exchange Act, including all amendments filed for the purpose of
updating such common stock description.
- All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the registration statement and
to be part thereof from the date of filing of such documents.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(b) PRO FORMA FINANCIAL INFORMATION.
SEE ATTACHED.
(c) EXHIBITS.
THE FOLLOWING EXHIBITS ARE FILED HEREWITH:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
- ----------- -------------------------
10.1 Asset Sale Agreement dated October 1, 2005, but closed on
January 11, 2006, by and between International Development Corp., Max
Weissengruber, and D. Brian Robertson with respect to the sale of assets of
Freshwater Technologies, Inc.
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 hereunto duly authorized.
Date: January 18, 2006 INTERNATIONAL DEVELOPMENT CORP.
BY /S/ Betty-Ann Harland
-------------------------------------
Betty-Ann Harland, Chief Executive
Officer
PRO FORMA FINANCIAL INFORMATION
The Pro Forma Financial Information required by Article 11 of Regulation S-X is
presented herewith:
PRO FORMA CONDENSED FINANCIAL DATA
The Unaudited Pro Forma Statement of Operations of the Company for the year
ended August 31, 2005 (the "Pro Forma Statement of Operations"), and the
Unaudited Pro Forma Balance Sheet of the Company as of August 31, 2005 (the "Pro
Forma Balance Sheet" and, together with the Pro Forma Statement of Operations,
the "Pro Forma Financial Statements"), have been prepared to illustrate the
estimated effect of the disposition of the assets and liabilities of the
Freshwater Technologies, Inc. Subsidiary ("FWTI Net Asset Disposition"). The Pro
Forma Financial Statements do not reflect any anticipated cost savings from the
FWTI Net Asset Disposition, or any synergies that are anticipated to result from
the FWTI Net Asset Disposition, and there can be no assurance that any such cost
savings or synergies will occur. The Pro Forma Statement of Operations gives pro
forma effect to the FWTI Net Asset Disposition as if it had occurred on
September 1, 2004. The Pro Forma Balance Sheet gives pro forma effect to the
FWTI Net Asset Disposition as if it had occurred on August 31, 2005. The Pro
Forma Financial Statements do not purport to be indicative of the results of
operations or financial position of the Company that would have actually been
obtained had such transaction been completed as of the assumed dates and for the
period presented, or which may be obtained in the future. The pro forma
adjustments are described in the accompanying notes and are based upon available
information and certain assumptions that the Company believes are reasonable.
The Pro Forma Financial Statements should be read in conjunction with the
historical financial statements of the Company and the notes thereto as reported
in the annual Form 10-KSB and the quarterly Form 10-QSBs and the audited and
interim reviewed financial reports included therein.
These pro forma adjustments represent the Company's preliminary
determination of accounting adjustments and are based upon available information
and certain assumptions that the Company believes to be reasonable.
Consequently, the amounts reflected in the Pro Forma Financial Statements are
subject to change, and the final amounts may differ, however, the Company's
management believes that any differences in the amounts reflected will be
immaterial.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED AUGUST 31, 2005
===============================================================================================================
FWTI Net Asset Disposition
-------------------------------------
Historical Pro Forma
International Historical International
Development Freshwater Development
Corp. & Technologies, Pro Forma Corp. &
Subsidiary Inc. Adjustments Subsidiary
- ---------------------------------------------------------------------------------------------------------------
REVENUES, NET $ 16,115 $ 16,115 $ - $ -
Cost of Goods Sold 13,694 13,694 - -
- ---------------------------------------------------------------------------------------------------------------
GROSS PROFIT 2,421 2,421 - -
- ---------------------------------------------------------------------------------------------------------------
EXPENSES
Bad Debt Expense 14,065 14,065 - -
Consulting Fees 372,007 41,000 - 331,007
Marketing, Including Amortization of
Marketing Rights 176,767 51,541 - 125,226
General and Administrative 243,400 31,347 - 212,053
Restructuring Charges 304,881 - - 304,881
Interest Expense 22,403 7,392 - 15,011
- ---------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES 1,133,523 145,345 - 988,178
- ---------------------------------------------------------------------------------------------------------------
LOSS BEFORE PROVISION FOR TAXES (1,131,102) (142,924) - (988,178)
Provision for Taxes - - - -
- ---------------------------------------------------------------------------------------------------------------
NET LOSS $ (1,131,102) $ (142,924) $ - $ (988,178)
===============================================================================================================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
BASIC AND DILUTED 264,183,679 264,183,679
NET LOSS PER COMMON SHARE -
BASIC AND DILUTED $ (0.00) $ (0.00)
===============================================================================================================
UNAUDITED PRO FORMA BALANCE SHEET
AS AT AUGUST 31, 2005
=====================================================================================================================
FWTI Net Asset Disposition
----------------------------------------
Historical Pro Forma
International Historical International
Development Freshwater Development
Corp. & Technologies, Pro Forma Corp. &
Subsidiary Inc. Adjustments Subsidiary
- ---------------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 194 $ - $ - $ 194
Accounts Receivable - Net of Allowance for
Doubtful Accounts of $180,995 15,678 15,678 - -
Inventory 190,830 190,830 - -
- ---------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 206,702 $ 206,508 $ - $ 194
- ---------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts Payable $ 89,524 $ 15,458 $ - $ 74,066
Deferred Revenue 7,037 7,037 - -
Due to Directors 367,696 173,333 32,483 (a) 161,880
Due to Stockholder 172,940 145,212 27,728 (a) -
- ---------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 637,197 341,040 60,211 235,946
- ---------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' DEFICIT
Common Stock: $0.001 Par Value;
800,000,000 Shares Authorized;
483,404,226 Shares Issued and Outstanding 483,404 - - 483,404
Preferred Stock Class A: $0.001 Par Value;
1,000,000 Shares Authorized;
100,000 Shares Issued and Outstanding 100 - - 100
Preferred Stock, Class B: $0.001 Par Value;
5,000,000 Shares Authorized;
1,000,000 Shares Issued and Outstanding 1,000 - - 1,000
Additional Paid-In Capital 2,226,923 - - 2,226,923
Accumulated Deficit (3,141,922) (134,532) (60,211) (a) (2,947,179)
- ---------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' DEFICIT (430,495) (134,532) (60,211) (a) (235,752)
- ---------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 206,702 $ 206,508 $ - $ 194
- ---------------------------------------------------------------------------------------------------------------------
NOTES TO THE UNAUDITED PRO FORMA BALANCE SHEET AT AUGUST 31, 2005
=====================================================================================================================
<FN>
(a) Reflects purchase price paid by forgiveness of liabilities owed to Max Weissengruber and D. Brian Robertson.