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 6, 2003 Commission File Number: 000-28005 MetaSource Group, Inc. (Exact name of registrant as specified in its charter) Nevada 88-0422028 - ------ ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 40 Exchange Place, Suite 1607, New York, New York 10005 - ------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) (646) 805-5141 -------------- (Registrant's Telephone Number, Including Area Code) ------------------ (Former name, if changed since last report) ------------------------------------------------ (Former Address and Telephone Number of Principal Executive Offices) 1 ITEM 2. ACQUISITION OF ASSETS. On January 6, 20032, the Registrant entered into an Agreement of Merger with entered with OLB.com, Inc. (On-Line Business), a New York corporation, ("OLB") dated January 6, 2003. OLB.com is a commerce service provider that the Registrant believes delivers fully outsourced private label shopping solutions to highly trafficked websites. The Registrant believes that OLB provides clients with a seamless, end-to-end e-commerce solution, including site creation, hosting, transaction processing, order fulfillment, customer service, sales reporting, as well as a virtual inventory consisting of millions of name brand products from top selling categories on the Internet. The Registrant believes OLB brings significant benefits to the Registrant, from both a marketing and application development perspective. The Registrant intends to exploit immediate opportunities toward new sales and offerings as OLB works with the Registrant's other subsidiaries. We expect this acquisition to benefit shareholders and be accretive to earnings in 2003. The Registrant believes the acquisition of this company will complement its business of providing computer solutions and consulting. The Registrant intends to continue pursue further acquisitions with the goal of becoming a provider of software solutions and technology consulting. ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. Reference is made to the Registrant's press release dated January 23, 2003. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS The financial information required by this Item will be filed by amendment no later than 75 days following the closing date of the Agreement. 2 Index to Exhibits - ----------------- 2 Agreement with OLB.com, Inc. 99 Press Release dated January 23, 2003. 3 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. MetaSource Group, Inc. January 28, 2003 By: /s/ Courtney Smith ----------------------------------- Courtney Smith, President 4