SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
AUGUST 29, 2003
SUITE101.COM, INC.
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(Exact name of Registrant as specified in its Charter)
DELAWARE 0-25136 33-0464753
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(State or other jurisdiction (Commission file Number) (IRS Employer
of incorporation) Identification Number)
200, 630 - 4TH AVENUE, SW, CALGARY, ALBERTA T2P OJ9, CANADA
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(Address of principal executive offices)
Registrant's telephone number, including area code: (403) 777-9250
SUITE 300, 347 BAY STREET, TORONTO, ONTARIO CANADA M5H 2R7
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(Former name or former address, if changed since last report)
TABLE OF CONTENTS
Item 1. Change in Control of the Registrant.................................1
Item 2. Acquisition or Disposition of Assets................................1
The Transaction ....................................................1
Description of GeoGlobal's Business.................................3
Cautionary Statement for Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation
Reform Act of 1996.............................................6
Risk Factors........................................................7
Our Management.....................................................19
Certain Transactions...............................................21
Principal Stockholders of Our Company..............................22
General............................................................
Item 7. Financial Statements and Exhibits..................................24
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ITEM 1. CHANGE IN CONTROL OF THE REGISTRANT:
On August 29, 2003, pursuant to an agreement dated April 4, 2003 and
amended August 29, 2003, Suite101.com, Inc., completed a transaction with Jean
Paul Roy ("JPR") and GeoGlobal Resources (India) Inc. ("GeoGlobal") whereby we
acquired from JPR all of the outstanding capital stock of GeoGlobal. Reference
is made to Item 2. Acquisitions or Dispositions of Assets of this Current Report
on Form 8-K for a further description of that transaction. In exchange for the
outstanding capital stock of GeoGlobal, we issued 34.0 million shares of our
Common Stock. Of the 34.0 million shares, 14.5 million shares were issued and
delivered to JPR at the closing of the transaction and an aggregate of 19.5
million shares are held in escrow by an escrow agent. The terms of the escrow
provide for the release of the shares upon the occurrence of certain
developments relating to the outcome of oil and natural gas exploration and
development activities conducted on an exploration block off the east coast of
India in which GeoGlobal holds a net 5% interest. In addition to our shares of
Common Stock, we delivered to JPR a $2.0 million promissory note, of which
$500,000 was paid on the closing of the transaction, $500,000 is to be paid on
October 15, 2003, $500,000 is to be paid on January 15, 2004 and $500,000 is to
be paid on June 30, 2004. The note does not accrue interest. The note will be
secured by the carried interest of GeoGlobal.
On the closing of the transaction, Jean Paul Roy and Allan J. Kent were
elected Directors and Mitchell G. Blumberg and Douglas F. Loblaw resigned as
Directors. Messrs. John K. Campbell and Brent J. Peters continued in office as
Directors. Mr. Roy was elected President and Chief Executive Officer and Mr.
Kent was elected Executive Vice President and Chief Financial Officer. As a
consequence of the transaction, Mr. Roy holds an aggregate of 34.0 million
shares of our outstanding Common Stock or approximately 69.3% of the shares
outstanding, assuming all shares held in escrow are released to him. The terms
of the transaction provide that JPR is to have the right to vote all 34.0
million shares following the closing, including the shares during the period
they are held in escrow. The election of Messrs. Roy and Kent as Directors and
officers of our company were conditions to the closing of the transaction.
Except for the foregoing, there are no understandings or arrangements among Jean
Paul Roy and Allan J. Kent and their associates or our other current Directors
with respect to the election of Directors or other matters in the future.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS:
THE TRANSACTION
Pursuant to a Stock Purchase Agreement dated April 4, 2003 and amended
August 29, 2003, among us, JPR and GeoGlobal, we acquired on August 29, 2003 all
the outstanding capital stock of GeoGlobal. See Item 1. Change in Control of the
Registrant above for the terms of the transaction, including the considerations
exchanged.
1
Conditions to the closing of the transaction included the accuracy, as
of the closing date, of the parties' representations and warranties, the absence
of any court or governmental proceeding to enjoin the transaction or seeking
damages or other relief, the receipt of opinions of counsel, delivery of
officers' closing certificates and corporate documents, the delivery of the
GeoGlobal shares to us and the issuance of our shares to JPR and an escrow agent
and the delivery of the note to JPR, the delivery of the resignations of Messrs.
Blumberg and Loblaw as Directors and, in the case of Mr. Blumberg, as an officer
of our company, the sale of the capital stock of i5ive Communications Inc. to
Creative Marketeam Canada, Inc., a corporation wholly owned by Mr. Loblaw, a
Director of our company, who resigned as part of the closing of the transaction,
the exercise by Directors and consultants of options to purchase an aggregate of
396,668 shares of our Common Stock and the cancellation by such persons of
options to purchase an aggregate of 133,332 shares, and the grant by Roy Group
(Mauritius) Inc. ("RGM"), a corporation organized under the laws of Mauritius
and wholly owned by JPR, of a right of first refusal to us to acquire the 5%
carried interest in the exploration block that the Stock Purchase Agreement
provides that, subject to obtaining Government of India consent, GeoGlobal will
assign, pursuant to a Participating Interest Agreement, to RGM out of
GeoGlobal's initial 10% interest and, absent such consent, to amend the
Participating Interest Agreement to provide RGM with an economic benefit
equivalent to the assignment contemplated.
The Stock Purchase Agreement provides that during the period commencing
with the closing until the earlier of the date commercial production commences,
as defined under the Production Sharing Contract described below, or the
termination of the Production Sharing Contract, none of JPR, GeoGlobal or we
will take any action, referred to as Prohibited Actions, that will have the
effect of in any way amending, altering, accelerating or delaying the provisions
of the Stock Purchase Agreement and the delivery to JPR or the return to us of
our shares from the escrow provided for in the Stock Purchase Agreement which
actions are materially adverse to the interests of those shares of stock of our
company that were outstanding immediately prior to the closing, including those
shares as held by transferees of those shares. Prohibited Actions include, among
other things, entering into any written or oral amendment of, or giving, seeking
or agreeing to any waiver, consent or other accommodation, formally or
informally, written or oral, including by any failure to take any action, under
the Stock Purchase Agreement, the escrow agreement, and, for a period of one (1)
year after the closing, the Production Sharing Contract described below. JPR
also has agreed to such restrictions in his capacity as a stockholder of our
company. Notwithstanding these prohibitions, a Prohibited Action may be taken
subject to receiving the prior approval of a majority of the shares of Common
Stock of our company outstanding prior to the closing at a meeting of
stockholders. The shares held by JPR are to be present at such a meeting, for
purposes of establishing a quorum, but will not be voted at the meeting. Any
shares JPR is permitted to transfer subsequent to the closing pursuant to the
provisions of Rule 144 may be transferred free of the restrictions described
above. Other transferees of JPR, subsequent to the closing, must agree to the
foregoing restrictions.
2
In April, 2003, we made an unsecured loan of $75,000 to GeoGlobal to
provide it with working capital.
DESCRIPTION OF GEOGLOBAL'S BUSINESS
General. Following the acquisition of GeoGlobal, we, through GeoGlobal
or other entities to be organized, intend to seek opportunities to enter into
joint ventures and other similar arrangements whereby we, through one or more
subsidiaries, can acquire proprietary interests in potential oil and gas
exploration areas in geographic areas where potential oil and natural gas
reserves are considered by JPR, and possibly other persons as may be employed by
us, to have significant hydrocarbon development potential. These interests may
be acquired through entering into joint ventures of which we are a member or
through other contractual arrangements with various foreign governments and
governmental entities.
It is expected that initially, these activities will be focused on the
Indian subcontinent. However, these opportunities may be pursued wherever
management considers significant hydrocarbon development potential to exist. It
is not intended to engage in development drilling in areas where there has been
a substantial history of production and virtually all our activities will be
exploratory, involving a high degree of risk. A high degree of risk is inherent
in the acquisition of interests in exploratory prospects because of the lack of
definitive data assuring that hydrocarbon reserves will be encountered.
Acquisition of these interests is highly speculative.
At present, GeoGlobal does not hold, by lease or otherwise, any acreage
on which oil or natural gas reserves are deemed to be proved or probable. In
addition, GeoGlobal does not claim any proved developed or undeveloped reserves
or probable reserves. GeoGlobal has never produced any oil or natural gas and it
does not own any interests in any productive wells.
Present Activities
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GeoGlobal's Production Sharing Contract. GeoGlobal is a party to a
Production Sharing Contract entered into on February 4, 2003 with the Government
of India, Gujarat State Petroleum Corporation Limited ("GSPC") and Jubilant
Enpro Limited ("Enpro") with respect to an approximately 1,850 square kilometers
(457,000 acre) area off the east coast of India, designated as Block
KG-OSN-2001/3 under National Exploration Licensing Policy III. The activities of
GSPC, Enpro and GeoGlobal under the Production Sharing Contract are referred to
herein as the "Venture" and the 1,850 square kilometers (457,000 acre) area is
referred to as the "Exploration Block."
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Under the Production Sharing Contract, the Government of India has
granted to the parties (whom we refer to as the "Venturers") the right to engage
in oil and natural gas exploration activities on the Exploration Block for a
term of years. The Production Sharing Contract provides that the exploration
activities are to be conducted in three phases with each of the first two phases
having a duration of 2.5 years, and the last phase having a duration of 1.5
years, or a maximum total duration of 6.5 years for all three phases. The
exploration period under the Production Sharing Contract commenced March 12,
2003. During the first exploration phase, the parties are to conduct and process
1,250 square kilometers of 3D seismic data, reprocess 2,298.4 line kilometers of
2D seismic data, conduct a bathymetric survey and drill a total of fourteen
exploratory wells. During the second and third phases, if the parties elect to
complete them, in addition to bathymetric surveys in connection with each phase,
the parties are to drill four and two exploratory wells, respectively. If the
parties elect to continue into the second exploratory phase, the agreement
provides that the parties retain up to 75% of the original contract area,
including any developed areas or areas of discoveries of hydrocarbons, and
relinquish the remainder. If the parties elect to continue into the third
exploration phase, the agreement provides that the parties retain up to 50% of
the original contract area, including any developed areas or areas of discovery
of hydrocarbons, and relinquish the remainder.
The Production Sharing Contract contains provisions relating to
procedures to be followed once a discovery of hydrocarbons is determined to have
been made within the Exploration Block and for the further development of that
discovery. Following the completion of a development plan for a discovery, the
parties are to apply for a lease with respect to the area to be developed with
an initial term of 20 years for the lease. The Government of India and the other
parties to the Production Sharing Contract are allocated, after deduction of the
costs of exploration, development, and production to be recovered, percentages
of any remaining production with the Government of India allocated between 20%
to 40% of the production and the balance to be allocated to the other three
parties in proportion to their percentage interests.
The agreement contains restrictions on the assignment of a
participating interest, including a change in control of a party, without the
consent of the Government of India, subject to certain exceptions which include,
among others, a party encumbering its interest subject to certain limitations.
The operator of the Venture is GSPC and the Venture is managed by a
management committee representing the parties to the agreement, including the
Government of India.
The agreement contains various other provisions, including, among
others, obligations of the parties to maintain insurance, the maintenance of
books and records, confidentiality, the protection of the environment,
arbitration of disputes, matters relating to income taxes on the parties,
royalty payments, and the valuation of hydrocarbons produced. The Indian
domestic
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market has the first call on natural gas produced. The agreement is interpreted
under the laws of India.
GeoGlobal has a net 5% interest in the Venture and GSPC and Enpro have
80% and 10% interests in the Venture, respectively. The remaining 5% interest in
the Venture is the subject of a prospective assignment by GeoGlobal to RGM
pursuant to the Participating Interest Agreement entered into March 27, 2003,
which is subject to Government of India consent. Absent such consent, GeoGlobal
is to provide RGM with an economic benefit equivalent to the interest to be
assigned.
GeoGlobal Carried Interest Agreement. Pursuant to an agreement entered
into with GSPC, GeoGlobal has a carried interest in the exploration activities
conducted by the parties in the Exploration Block that is the subject of the
Production Sharing Contract. Under the terms of the Carried Interest Agreement,
GeoGlobal is carried by GSPC for 100% of all its share of any costs during the
exploration phase prior to the start date of initial commercial production.
However all of GeoGlobal's share of any capital costs for the development phase
will be paid back to GSPC without interest over the projected production life or
ten years whichever is less. GeoGlobal is not entitled to any share of
production until GSPC has recovered GeoGlobal's share of the costs and expenses
that were paid by GSPC.
Current Exploration Block Activities. On March 12, 2003, the Government
of India issued a Production Exploration License permitting the commencement of
exploratory operations on the Exploration Block. Petroleum Geo-Services ("PGS")
of Perth, Australia was awarded the contract to perform the seismic acquisition
along with the onboard and onshore processing. PGS commissioned two ships, the
Ramform Vanguard and the Nordic Explorer of Norway, to undertake the seismic
activities and commencing March 26, 2003 through to June 9, 2003 a marine 3-D
seismic survey program was conducted on 1,298 square kilometers of the
Exploration Block at a cost of approximately (US)$10 million.
Government of India clearance has been received enabling the processing
of the seismic data acquired by PGS, which commenced the first week of
September, 2003 in Perth, Australia. Multi-phase processing of the seismic data
will be conducted by GeoGlobal and will involve the contribution of efforts by
PGS of Perth, Australia, Jason Geosystems Canada and CGG Canada Services Ltd.,
both of Calgary, Canada.
Environmental studies are being conducted by the National Environmental Energy
Research Institute of India. These environmental studies, together with the
processing and interpretation of the seismic data are expected to be completed
prior to drilling. A multi-well jack-up drilling program is expected to commence
in the first quarter of 2004.
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LITIGATION
No legal proceedings are pending or threatened against GeoGlobal.
EMPLOYEES
As of August 29, 2003, GeoGlobal had one full time employee, who was
employed in an administrative capacity at GeoGlobal's offices in Calgary,
Alberta, Canada. GeoGlobal believes its relationship with its employee is good.
GeoGlobal also employs consultants to provide it with additional services.
FACILITIES
GeoGlobal's executive offices are currently located at Suite 200, 630 -
4th Avenue S.W., Calgary, Alberta, Canada occupying approximately 825 square
feet of office space. The premises are occupied pursuant to a monthly sub-lease
with a private company controlled by Mr. Allan J. Kent providing for an annual
rental of approximately $15,000. Management of GeoGlobal considers these
premises adequate for its existing operations.
ORGANIZATION
GeoGlobal was organized under the laws of Alberta, Canada on August 21,
2002. Thereafter, on April 11, 2003 pursuant to the laws of Alberta, Canada and
Barbados, GeoGlobal was continued and thereby became a Barbados corporation.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1996.
With the exception of historical matters, the matters discussed in this
Current Report are "forward-looking statements" as defined under the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
that involve risks and uncertainties. Forward-looking statements made herein
include, but are not limited to, the statements in this report regarding the
plans and objectives of our management for our future operations, including
plans or objectives relating to the possibility of entering into future joint
venture or other arrangements to engage in exploratory oil and gas activities in
India or elsewhere, our efforts to enter into transactions relating thereto, the
future oil and gas exploration and development activities, the likelihood of the
Venture commencing well drilling activities in early 2004 or at any other time,
the success of the Venture's geologic and geophysical activities and 3D seismic
studies. These
6
statements appear, among other places, under the following captions:
"Description of GeoGlobal's Business" and "Risk Factors". We cannot assure you
that our transaction with GeoGlobal will be successful or that the Venture will
discover any commercially recoverable quantities of hydrocarbon reserves on the
Exploration Block. Our ability to realize revenues cannot be assured. If our
plans fail to materialize, your investment will be in jeopardy. Our inability to
meet our goals and objectives or the consequences to us from adverse
developments in general economic or capital market conditions could have a
material adverse effect on us. We caution you that various risk factors are also
described in our Annual Report on Form 10-KSB, our Quarterly Reports on Form
10-QSB, and our Current Reports on Form 8-K. These risk factors could cause the
development of our activities and our operating results, financial condition and
ability to fulfill our plans to differ materially from those expressed in any
forward-looking statements made in this report and could adversely affect our
financial condition and our ability to pursue our business strategy and plans.
RISK FACTORS
An investment in our common stock involves a high degree of risk. The
following factors, in addition to the other information contained herein, should
be carefully considered in evaluating an investment in our shares and our
business and the business of GeoGlobal. Other than our ownership of GeoGlobal,
we have no other business operations. See Cautionary Statement above regarding
risks and uncertainties relating to forward looking statements in this Current
Report.
The Exploration Block should be considered a highly speculative
exploration opportunity. Pursuing the transaction with GeoGlobal involves
material risks to us and our stockholders and has resulted in material dilution
to our stockholders and a material diminution of our cash we held as of June 30,
2003. The transaction is expected to be accounted for as a reverse acquisition.
There can be no assurance that the exploratory drilling to be conducted
on the Exploration Block in which GeoGlobal holds an interest will result in any
discovery of hydrocarbons or that any hydrocarbons that are discovered will be
in commercially recoverable quantities. In addition, the realization of any
revenues from commercially recoverable hydrocarbons is dependent upon the
ability to deliver, store and market any hydrocarbons that are discovered. The
presence of hydrocarbon reserves on contiguous properties is no assurance or
necessary indication that hydrocarbons will be found in commercially marketable
quantities on the Exploration Block in which GeoGlobal holds an interest.
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GEOGLOBAL IN EARLY DEVELOPMENT STAGE
GeoGlobal is in the early stage of developing its business plan and
operations. It has realized no material revenues to date. From inception on
August 21, 2002 through August 29, 2003, it had no revenues, it had assets of
approximately $100,000 and liabilities of approximately $350,000. GeoGlobal
intends, subject to the availability of capital, to seek to enter into joint
ventures or other arrangements to acquire interests in additional government
created and granted hydrocarbon exploration opportunities, primarily located
onshore or in the offshore waters of India. In this connection, however, our
business plans are not fully developed. Opportunities to acquire interests in
exploration opportunities will be dependent upon our ability to identify,
negotiate and enter into joint venture or other similar arrangements with
respect to specific exploration opportunities and upon our ability to raise
sufficient capital to fund a participation in those joint ventures or other
exploration activities. Our success will be dependent upon the success of the
exploration activities of the ventures in which we acquire an interest. These
exploration opportunities will be highly speculative and should any of these
opportunities not result in the discovery of commercial quantities of oil and
gas reserves, our investment in the venture could be lost.
At present, GeoGlobal's management has been successful in negotiating
its acquisition of an interest in one exploration opportunity off the east coast
of India. We intend, without assuring the success of these efforts, to seek to
negotiate the acquisition of an interest in additional exploration
opportunities. The interests we seek to acquire may be carried interests,
working interests or other interests in the exploration opportunities. We may
seek interests where we are not the operator or, subject to us assembling the
necessary staff, may be the operator of the exploration and development
projects. The acquisition of these interests is likely to acquire the commitment
of capital by us in amounts not currently available to us.
To the extent GeoGlobal's business plans have not been fully developed,
we may encounter obstacles and impediments, both regulatory and other, imposed
by governmental and other entities, as well as those imposed by our limited
financial resources in achieving its objectives.
SPECULATIVE EXPLORATION ACTIVITIES; CONTROL BY OPERATOR
GeoGlobal's net 5% interest in the Exploration Block should be
considered to be a highly speculative exploration opportunity that will involve
material risks. The Venture has no producing reserves and is not presently
deriving any revenue or positive cash flow. The long-term viability of the
Venture and, accordingly, we and GeoGlobal depend on the Venture's ability to
find or acquire, develop and produce reserves of oil and natural gas. GSPC is
the operator of the Exploration Block in which GeoGlobal has an interest.
Although the Production Sharing Contract provides for a management committee, it
can be anticipated that virtually all
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decisions as to exploration and development activities on the Exploration Block
will be under the influence of GSPC rather than GeoGlobal.
INDIA'S REGULATORY REGIME
All phases of the Venture's oil and gas exploration, development and
production activities are regulated in varying degrees by the Indian government,
either directly or through one or more governmental entities. The areas of
government regulation include matters relating to restrictions on production,
price controls, export controls, income taxes, expropriation of property,
environmental protection and rig safety. As a consequence, all future drilling
and production programs and operations we undertake or are undertaken by the
Venturers must be approved by the Indian government. Shifts in political
conditions in India could adversely affect the business in India and the ability
to obtain requisite government approvals in a timely fashion or at all. The
Venturers must maintain satisfactory working relationships with the Indian
government.
RELIANCE ON KEY PERSONNEL
We are dependent upon the services of our President and Chief Executive
Officer, Jean Paul Roy, and Executive Vice President and Chief Financial
Officer, Allan J. Kent. The loss of either of their services would have a
material adverse effect upon us. We currently do not have employment agreements
with either of such persons or key man insurance.
At present, our future is substantially dependent upon the geologic and
geophysical capabilities of JPR to locate oil and gas exploration opportunities
for us. His inability to do the foregoing could materially adversely affect our
future activities. We have entered into a Technical Services Agreement with Roy
Group (Barbados) Inc. ("RGB") dated August 29, 2003, a company owed 100% by JPR,
to perform such geological and geophysical duties and exercise such powers
related thereto as we may from time to time assign to it
LIMITED OPERATING HISTORY; ANTICIPATED LOSSES; NO ASSURANCE OF PROFITABILITY
GeoGlobal was organized in August 2002 and has had no material revenues
to date. It has no operating history, oil and gas reserves or assets upon which
an evaluation of GeoGlobal, its current business plans and its prospects can be
based. GeoGlobal's prospects must be considered in light of the risks, expenses
and problems frequently encountered by all companies in their early stages of
development and, in particular, those engaged in exploratory oil and gas
activities. Such risks include, without limitation,
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o The likelihood that there will be changes to GeoGlobal's business
strategy which will involve delays and additional expenses.
o Failure to discover oil and gas in commercial quantities.
o Uncertainties as to the costs to be incurred in exploratory drilling
activities and associated cost overruns,
o Costs inherent in drilling into unknown formations, such as
overpressured zones and tools lost in the hole, and
o Changes in drilling plans and locations as a result or prior
exploratory drilling.
Under the Carried Interest Agreement with GSPC, GeoGlobal has a carried
interest in the exploration activities. However, unexpected or additional costs
can affect the commercial viability of producing oil and gas from a well and
will affect the time when and amounts that GeoGlobal can expect to receive from
any production from a well. Because GSPC's costs of exploration are to be paid
back to GSPC before GeoGlobal is entitled to any share of production, additional
exploration and development expenses will reduce and delay any share of
production GeoGlobal is to receive.
There can be no assurance that the Venture or GeoGlobal will be
successful in addressing such risks, and any failure to do so could have a
material adverse effect on GeoGlobal's prospects for the future. Due to the
foregoing factors, the development of GeoGlobal's business plan, prospects and
exploratory drilling activities, as well as its quarterly operating results, are
difficult to forecast. Consequently, GeoGlobal believes that period to period
comparisons of its exploration, development and operating results will not
necessarily be meaningful and should not be relied upon as an indication of its
stage of development or future prospects. It is likely that in some future
quarters our stage of development or operating results may fall below the
expectations of securities analysts and investors. In such event, the trading
price of our Common Stock may be materially and adversely affected.
OUR DEPENDENCE ON THE VENTURE
At present, GeoGlobal's only oil and gas interest is its rights under
the terms of the Production Sharing Contract. Based on the terms of that
agreement and GeoGlobal's agreement with RGM, GeoGlobal has a 5% interest in the
Venture. GSPC is the operator of the Venture under the terms of the Production
Sharing Contract. Accordingly, the realization of successes in the exploration
of the block is dependent upon the success of GSPC in exploring for and
developing reserves of oil and gas on the Exploration Block and its ability to
market those reserves at prices that will yield a return to GeoGlobal.
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Under the terms of the Carried Interest Agreement, GeoGlobal has a
carried interest in the exploration activities conducted by the parties on the
exploration block. However, under the terms of that agreement, all of
GeoGlobal's proportionate share of capital costs for exploration and development
activities will be paid back to GSPC without interest over the projected
production life or ten years, whichever is less. GeoGlobal is not entitled to
any share of production until GSPC has recovered GeoGlobal's share of the costs
and expenses that were paid by GSPC on behalf of GeoGlobal. Therefore, GeoGlobal
is unable to estimate when it may commence to receive a distribution from any
production of hydrocarbon reserves found on the Exploration Block.
CERTAIN TERMS OF THE PRODUCTION SHARING CONTRACT MAY CREATE ADDITIONAL RISKS
The Production Sharing Contract contains certain terms that may affect
the revenues of the Venture and create additional risks for GeoGlobal. These
terms include, possibly among others, the following:
o The Venture is required to complete certain minimum work programs
during the three phases of the term of the Production Sharing Contract.
In the event the Venture fails to fulfill any of the three minimum work
programs, the parties to the Venture must pay to the government of
India their proportionate share of the amount that would be required to
complete the minimum work program.
o Until such time as India attains self sufficiency in the production of
crude oil and condensate and is able to meet its national demand, the
parties to the Venture are required to sell in the Indian domestic
market their entitlement under the Production Sharing Contract to crude
oil and condensate produced from the Exploration Block. In addition,
the Indian domestic market has the first call on natural gas produced
from the Exploration Block and the Venture's discovery and production
of natural gas must be made in the context of the government's policy
of utilization of natural gas and take into account the objectives of
the government to develop its resources in the most efficient manner
and promote conservation measures.
o Parties to the agreement that are not Indian companies, which includes
GeoGlobal, are required to negotiate technical assistance agreements
with the government of India or its nominee whereby such foreign
company can render technical assistance and make available commercially
available technical information of a proprietary nature for use in
India by the government or its nominee, subject, among other things, to
confidentiality restrictions.
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o The parties to the Venture are required to give preference, including
the use of tender procedures, to the purchase and use of goods
manufactured, produced or supplied in India provided that such goods
are available on equal or better terms than imported goods, and to
employ Indian subcontractors having the required skills insofar as
their services are available on comparable standards and at competitive
prices and terms.
RISKS ASSOCIATED WITH OIL AND GAS EXPLORATION, DEVELOPMENT AND PRODUCTION
Drilling activities are subject to many risks, including the risk that
no commercially productive reservoirs will be encountered. There can be no
assurance that wells drilled on the Exploration Block or by any venture in which
we acquire an interest in the future will be productive or that we will receive
any return or recover all or any portion of our investment. Drilling for oil and
gas may involve unprofitable efforts, not only from dry wells, but from wells
that are productive but do not produce sufficient net revenues to return a
profit after drilling, operating and other costs. The cost of drilling,
completing and operating wells is often uncertain. Drilling operations may be
curtailed, delayed or canceled as a result of numerous factors, many of which
are beyond the operator's control, including economic conditions, mechanical
problems, title problems, weather conditions, compliance with governmental
requirements and shortages or delays of equipment and services. Future drilling
activities on the Exploration Block in which we hold an interest may not be
successful and, if unsuccessful, such failure may have a material adverse effect
on our future results of operations and financial condition.
In addition to the substantial risk that wells drilled will not be
productive, hazards such as unusual or unexpected geologic formations,
pressures, downhole fires, mechanical failures, blowouts, cratering, explosions,
uncontrollable flows of natural gas, oil or well fluids, pollution and other
physical and environmental risks are inherent in oil and gas exploration and
production. It is very difficult to project the costs of implementing an
exploratory drilling program due to the inherent uncertainties and hazards.
These hazards could result in substantial losses to the Venture due to injury
and loss of life, severe damage to and destruction of property and equipment,
pollution and other environmental damage and suspension of operations.
Production and development of offshore oil and gas properties also involves a
high degree of risk. As protection against operating hazards, it is customary to
maintain insurance coverage against some, but not all, potential losses. It
should be expected that there will not be full insurance coverage against all
risks associated with oil and gas exploration and development activities either
because such insurance is not available or because the cost thereof is
considered prohibitive. The occurrence of an event that is not covered, or not
fully covered, by insurance could have a material adverse effect on the Venture
financial condition and results of operations.
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OIL AND GAS PRICES FLUCTUATE WIDELY AND LOW OIL AND GAS PRICES COULD ADVERSELY
AFFECT OUR FINANCIAL RESULTS.
There is no assurance that there will be any market for oil or gas
produced from the exploration block in which the Venture holds an interest.
Future price fluctuations could have a major impact on the future revenue of the
Venture and thereby our revenue, and materially affect the return from and the
financial viability of any reserves that are claimed. Historically, oil and gas
prices and markets have been volatile, and they are likely to continue to be
volatile in the future. A significant decrease in oil and gas prices could have
a material adverse effect on the Venture's cash flow and profitability and would
adversely affect our financial condition and the results of our operations. In
addition, because world oil prices are quoted in and trade on the basis of U.S.
dollars, fluctuations in currency exchange rates that affect world oil prices
could also affect the Venture's revenues. Prices for oil and gas fluctuate in
response to relatively minor changes in the supply of and demand for oil and
gas, market uncertainty and a variety of additional factors that are beyond our
control or the control of the Venture, including:
o political conditions in oil producing regions, including the Middle
East and elsewhere;
o the domestic and foreign supply of oil and gas;
o quotas imposed by OPEC upon its members;
o the level of consumer demand;
o weather conditions;
o domestic and foreign government regulations;
o the price and availability of alternative fuels;
o overall economic conditions; and
o international political conditions.
In addition, various factors may adversely affect the Venture's ability
to market oil and gas production, including:
o the capacity and availability of oil and gas gathering systems and
pipelines;
o the ability to produce oil and gas in commercial quantities and to
enhance and maintain production from existing wells and wells proposed
to be drilled;
13
o the proximity of future hydrocarbon discoveries to oil and gas
transmission facilities and processing equipment (as well as the
capacity of such facilities);
o the effect of governmental regulation of production and transportation
(including regulations relating to prices, taxes, royalties, land
tenure, allowable production, importing and exporting of oil and
condensate and matters associated with the protection of the
environment);
o the imposition of trade sanctions or embargoes by other countries;
o the availability and frequency of delivery vessels;
o changes in supply due to drilling by others;
o the availability of drilling rigs; and
o changes in demand.
FUTURE CAPITAL REQUIREMENTS.
We expect that, in order to participate in further joint venture
arrangements leading to the possible grant of exploratory drilling
opportunities, we will be required to contribute or have available to us
material amounts of capital that are not currently available to us. Such capital
may be required to secure bonds in connection with the grant of exploration
rights, to conduct or participate in exploration activities or be engaged in
drilling and completion activities. We expect to seek the additional capital to
meet our requirements from equity and debt offerings of our securities. Our
ability to access additional capital will depend in part on the success the
Venture in developing the Exploration Block, the results of our management in
locating, negotiating and entering into joint venture or other arrangements on
terms considered acceptable, as well as the status of the capital markets at the
time such capital is sought. There can be no assurance that capital will be
available to us from any source or that, if available, it will be at prices or
on terms acceptable to us. Should we be unable to access the capital markets or
should sufficient capital not be available, our activities could be delayed or
reduced and, accordingly, any future exploration opportunities, revenues and
operating activities may be adversely affected.
We currently expect that available cash and, subject to the success of
management's plans to raise additional capital, the proceeds from the private or
public sale of debt or equity securities will be sufficient to fund debt service
requirements and planned capital expenditures for our existing properties
through 2003 and into 2004. The funds necessary to meet fully these capital
14
expenditures are currently not available to us and we may be unsuccessful in
raising the capital necessary to meet in full these capital expenditures. We
also may need to raise additional capital to fund the development of properties
in which we have or acquire an interest, which capital may not be available to
us in the future. There can be no assurance that we will be able to raise the
capital required to meet our intended budget commitments. We are currently
proposing to make an offering of common shares and warrants in a private
transaction not registered under the U.S. Securities Act of 1933, as amended,
with the amount of shares and warrants offered intended to raise up to of $6.0
million. The intended purpose of the offering is to raise additional working
capital. The securities intended to be offered will not be and have not been
registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act. There can be no assurance that we will be
successful in raising this additional capital on terms acceptable to us or that
the transaction will not dilute the interests of our current shareholders.
ABILITY TO LOCATE ADDITIONAL EXPLORATION OPPORTUNITIES AND TO MANAGE GROWTH.
While GeoGlobal's President and Executive Vice President have had
extended experience in the oil and gas exploration business, GeoGlobal has been
engaged in limited activities in the oil and gas business over the past
approximately six months and has a limited history of activities upon which you
may base your evaluation of its performance. As a result of GeoGlobal's brief
operating history and limited activities in oil and gas exploration activities,
our success in being part of the Venture and acquiring an interest in the
Exploration Block may not be indicative that we will be successful in entering
into any further ventures. There can be no assurance that we will be successful
in growing our oil and gas exploration and development activities.
Any future significant growth in our oil and gas exploration and
development activities will place demands on our executive officers, and any
increased scope of our operations will present challenges to us due to our
current limited management resources. Our future performance will depend upon
our management and their ability to locate and negotiate opportunities to
participate in joint venture and other arrangements whereby we can participate
in exploration opportunities including increasing management personnel. There
can be no assurance that we will be successful in these efforts. Our inability
to locate additional opportunities, to hire additional management and other
personnel or to enhance our management systems could have a material adverse
effect on our results of operations.
15
OUR FUTURE PERFORMANCE DEPENDS UPON OUR ABILITY TO FIND OR ACQUIRE OIL AND GAS
RESERVES THAT ARE ECONOMICALLY RECOVERABLE.
Our success in developing our oil and gas exploration and development
activities will be dependent upon establishing, through our participation in the
Venture and other similar activities, reserves of oil and gas and maintaining
and possibly expanding the levels of those reserves. We may not be able to
locate and thereafter replace reserves from our participation in exploration and
development activities at acceptable costs. Lower prices of oil and gas may
further limit the kinds of reserves that can be developed at an acceptable cost.
The business of exploring for, developing or acquiring reserves, is capital
intensive. We may not be able to make the necessary capital investment to enter
into joint ventures or similar arrangements to maintain or expand our oil and
gas reserves if capital is unavailable to us. In addition, exploration and
development activities involve numerous risks that may result in dry holes, the
failure to produce oil and gas in commercial quantities, the inability to fully
produce discovered reserves and the inability to enhance production from
existing wells.
We expect that we will continually seek to identify and evaluate joint
venture and other exploration opportunities. Our ability to enter into
additional exploration activities will be dependent to a large extent on our
ability to negotiate arrangements with others and with various governments and
governmental entities whereby we can be granted a participation is such
ventures. There can be no assurance that we will be able to locate and negotiate
such arrangements, have sufficient capital to meet the costs involved in
entering into such arrangements or that, once entered into, that such
exploration activities will be successful. Successful acquisition of exploration
opportunities can be expected to require, among other things, accurate
assessments of potential recoverable reserves, future oil and gas prices,
projected operating costs, potential environmental and other liabilities and
other factors. Such assessments are necessarily inexact, and as estimates, their
accuracy is inherently uncertain. We cannot assure you that we will successfully
consummate any further exploration opportunities or joint venture or other
arrangements leading to such opportunities.
ESTIMATING RESERVES AND FUTURE NET REVENUES INVOLVES UNCERTAINTIES AND OIL AND
GAS PRICE DECLINES MAY LEAD TO IMPAIRMENT OF OIL AND GAS ASSETS.
Currently, neither the Venture nor GeoGlobal has claimed any proved or
probable reserves of oil or gas. Reserve information that we may provide in the
future will represent estimates based on reports prepared by independent
petroleum engineers, as well as internally generated reports. Petroleum
engineering is not an exact science. Information relating to proved oil and gas
reserves is based upon engineering estimates derived after analysis of
information we furnish or furnished by the operator of the property. Estimates
of economically recoverable oil and gas reserves and of future net cash flows
necessarily depend upon a number of variable
16
factors and assumptions, such as historical production from the area compared
with production from other producing areas, the assumed effects of regulations
by governmental agencies and assumptions concerning future oil and gas prices,
future operating costs, severance and excise taxes, capital expenditures and
workover and remedial costs, all of which may in fact vary considerably from
actual results. Oil and gas prices, which fluctuate over time, may also affect
proved reserve estimates. For these reasons, estimates of the economically
recoverable quantities of oil and gas attributable to any particular group of
properties, classifications of such reserves based on risk of recovery and
estimates of the future net cash flows expected there from prepared by different
engineers or by the same engineers at different times may vary substantially.
Actual production, revenues and expenditures with respect to our reserves will
likely vary from estimates, and such variances may be material. Either
inaccuracies in estimates of proved undeveloped reserves or the inability to
fund development could result in substantially reduced reserves. In addition,
the timing of receipt of estimated future net revenues from proved undeveloped
reserves will be dependent upon the timing and implementation of drilling and
development activities estimated by us for purposes of the reserve report.
Quantities of proved reserves are estimated based on economic
conditions in existence in the period of assessment. Lower oil and gas prices
may have the impact of shortening the economic lives on certain fields because
it becomes uneconomic to produce all recoverable reserves on such fields, thus
reducing proved property reserve estimates. If such revisions in the estimated
quantities of proved reserves occur, it will have the effect of increasing the
rates of depreciation, depletion and amortization on the affected properties,
which would decrease earnings or result in losses through higher depreciation,
depletion and amortization expense. The revisions may also be sufficient to
trigger impairment losses on certain properties that would result in a further
non-cash charge to earnings.
GOVERNMENTAL AND ENVIRONMENTAL REGULATIONS COULD ADVERSELY AFFECT OUR BUSINESS.
The oil and gas exploration, development and production business is
subject to numerous laws and regulations relating to environmental and safety
matters. Our business and the production of oil and gas is also subject to
taxation and governmental fees and royalties. Many laws and regulations require
drilling permits and govern the spacing of wells, rates of production,
prevention of waste and other matters. Such laws and regulations have increased
the costs of planning, designing, drilling, installing, operating and abandoning
oil and gas wells and other facilities. In addition, these laws and regulations,
and any others that are passed by the jurisdictions where our exploration
prospects may be located, could limit the total number of wells drilled or the
allowable production from successful wells which could limit our revenues.
Oil and gas operations are subject to complex environmental laws and
regulations adopted by virtually all jurisdictions where we may operate. We, or
the joint venturers in which we participate, could incur liability to
governments or third parties for any unlawful discharge of
17
oil, gas or other pollutants into the air, soil or water, including
responsibility for remedial costs. Such materials could potentially be
discharged into the environment in the following ways:
o from a well or drilling equipment at a drill site;
o leakage from gathering systems, pipelines, transportation facilities
and storage tanks;
o damage to oil and natural gas wells resulting from accidents during
normal operations; and
o blowouts, cratering and explosions.
Because the requirements imposed by such laws and regulations are
frequently changed, we cannot assure you that laws and regulations enacted in
the future, including changes to existing laws and regulations, will not
adversely affect our business or the business of any joint venture in which we
participate.
INDUSTRY COMPETITION MAY IMPEDE OUR GROWTH.
The oil and gas industry is highly competitive, and we may not be able
to compete successfully or grow our business. We will compete in the areas of
opportunities to enter into exploration arrangements and the exploration for and
development of oil and natural gas reserves. Our competitors will include major
oil companies, governments and government affiliated entities, other independent
oil and natural gas concerns and individual producers and operators. We will
also compete with major and independent oil and natural gas concerns, as well as
governmental entities, in recruiting and retaining qualified employees.
Substantially all of these competitors have substantially greater financial and
other resources than we do. We may not be able to successfully expand our
business or attract or retain qualified employees.
NO ACTIVE PRIOR PUBLIC MARKET FOR COMMON STOCK; POSSIBLE VOLATILITY OF STOCK
PRICE.
Prior to our acquisition of GeoGlobal, the public market for our common
stock was characterized by significant price and volume fluctuations. Our
business activities have been largely curtailed since early 2002. There can be
no assurance that an active trading market for our common stock will be
sustained following our acquisition of GeoGlobal or that the market price of our
common stock will not decline below any price that may develop following the
closing of the transaction. The market price may bear no relationship to the
prospects, stage of development, existence of oil and gas reserves, revenues,
earnings, assets or potential of our company or the prospects of GeoGlobal or
the Venture and may not be indicative of our future business performance. The
trading price of our common stock could be subject to wide fluctuations.
Fluctuations in the price of oil and gas and related international political
events can
18
be expected to affect the price of our common stock. In addition, the stock
market in general has experienced extreme price and volume fluctuations which
have affected the market price for many companies which fluctuations have been
unrelated to the operating performance of these companies. These market
fluctuations, as well as general economic, political and market conditions, may
have a material adverse effect on the market price of our company's common
stock. In the past, following periods of volatility in the market price of a
company's securities, securities class action litigation has often been
instituted against such companies. Such litigation, if instituted, and
irrespective of the outcome of such litigation, could result in substantial
costs and a diversion of management's attention and resources and have a
material adverse effect on our company's business, results of operations and
financial condition.
OUR MANAGEMENT
As of and since August 29, 2003, our directors and Executive Officers
are as follows:
NAME AGE POSITION
----------------------- --- --------------------------------------
Jean Paul Roy, B.Sc. 47 President, Chief Executive Officer and
Geol.,P.Geoph. Director
Allan J. Kent, B. Math. 50 Executive Vice President, Chief
Financial Officer and Director
Brent J. Peters 31 Director
John K. Campbell 70 Director
Messrs Roy and Kent were elected Directors on August 29, 2003. Messrs.
Peters and Campbell were first elected as Directors in February, 2002. All of
such persons will serve as Directors of our company until our next annual
meeting of stockholders and the election and qualification of his successor.
Mr. Roy was elected a Director of our company on August 29, 2003. He
was also elected President and Chief Executive Officer on August 29, 2003. For
more than the past five years, Mr. Roy has been consulting in the oil and gas
industry through his private company, GeoGlobal Technologies Inc. which he owns
100%. Mr. Roy has in excess of 20 years of geological and geophysical experience
in basins worldwide as he has worked on projects throughout India, North and
South America, Europe, the Middle East, the former Soviet Union and South East
Asia. His specialties include modern seismic data acquisition and processing
techniques, and
19
integrated geological and geophysical data interpretation. Since 1981 he has
held geophysical positions with Niko Resources Ltd., Gujarat State Petroleum
Corporation, Reliance Industries, Cubacan Exploration Inc., PetroCanada, GEDCO,
Eurocan USA and British Petroleum. Mr. Roy graduated from St. Mary's University
of Halifax, Nova Scotia in 1982 with a B.Sc. in Geology and has been certified
as a Professional Geophysicist.
Mr. Kent was elected as Executive Vice President and Chief Financial
Officer of our company on August 29, 2003. Mr. Kent has in excess of 20 years
experience in the area of oil and gas exploration finance and has held a number
of senior management positions and directorships. Mr. Kent was Vice President
and a director of GeoGlobal Resources (India) Inc. from January 2003. Prior
thereto, he was Vice President (January 2002) and CFO (May 2002) of Aspen Group
Resources Corporation ("AGRC"), an oil and gas company with operations in Canada
and the United States which traded on the Toronto Stock Exchange. Mr. Kent held
the position of director, CFO and Vice President of Endeavour Resources Inc., a
Toronto Venture Exchange listed oil and gas company with operations in Canada
from November 1994 to December 2001, when it was taken over by AGRC. During the
period from November 1994 to May 2003. Mr. Kent also held the position of
President and director of Cubacan Exploration Inc., an international oil and gas
exploration company which traded on the Toronto Venture Exchange. Mr. Kent also
is President of Prospect Oil & Gas Management Ltd. and D.I. Investments Ltd.,
both privately owned Canadian oil and gas investment companies. Prior thereto,
beginning in 1980, he was a consultant in various capacities to a number of
companies in the oil and gas industry. He received his Bachelor of Mathematics
degree in 1977 from the University of Waterloo, Ontario.
Mr. Peters has been Vice President of Finance and Treasurer of
Northfield Capital Corporation, a publicly traded investment company acquiring
shares in public and private corporations for the past six years since 1987. He
was elected a Director of our company in February 2002 and from November 2002
until August 29, 2003 he was our Chief Financial Officer. Mr. Peters has a
Bachelor of Business Administration degree, specializing in accounting.
Mr. Campbell has been President of Transamerica Industries Ltd., a
natural resource company, for the past 17 years. He is a former practicing
lawyer and he is presently a retired member of the British Columbia Law Society.
He was elected a Director of our company in February 2002.
COMPENSATION OF GEOGLOBAL MANAGEMENT
At present, we do not have any employment agreements with any of our
executive officers. See "Certain Transactions" below for a description of a
Technical Services Agreement
20
between Mr. Roy and us. We have not yet finalized Mr. Kent's compensation
arrangement with us.
CERTAIN TRANSACTIONS
On March 27, 2003, GeoGlobal entered into a Participating Interest
Agreement with Roy Group (Mauritius) Inc. ("RGM") a company organized under the
laws of Mauritius and wholly owned by JPR whereby, subject to Government of
India consent, GeoGlobal assigned to RGM, one-half of its 10% interest in the
Venture and its rights under the Carried Interest Agreement with GSPC. Under the
terms of the Participating Interest Agreement, until the Government of India
consent is obtained, GeoGlobal retains the exclusive right to deal with the
other parties to the Production Sharing Contract and the Carried Interest
Agreement and is entitled to make all decisions regarding the interest assigned
to RGM and RGM agreed to be bound by and responsible for the actions taken by,
obligations undertaken and costs incurred by GeoGlobal in regard to RGM's
interest and to be liable to GeoGlobal for its share of all costs, interests,
liabilities and obligations arising out of or relating to the RGM interest. RGM
agreed to indemnify GeoGlobal against any and all costs, expenses, losses,
damages or liabilities incurred by reason of RGM's failure to pay the same.
Subject to obtaining the government consent to the assignment, RGM is entitled
to all income, receipts, credits, reimbursements, monies receivable, rebates and
other benefits in respect of its 5% interest which relate to the PSC. GeoGlobal
has a right of set-off against sums owing to RGM any sums owing to GeoGlobal by
RGM. In the event that the Indian government consent is delayed or denied
resulting in either RGM or GeoGlobal being denied an economic benefit it would
have realized under the Participating Interest Agreement, the parties agreed to
amend the Participating Interest Agreement or take other reasonable steps to
assure that an equitable result is achieved consistent with the parties
intentions contained in the Participating Interest Agreement. In the event the
consent is denied, neither party is entitled to assert any claim against the
other except as is specifically set forth in the Participating Interest
Agreement.
RGM further agreed in the Participating Interest Agreement that it
would not dispose of any interest in the agreement, its 5% interest, or the
shares of RGM without first giving notice to GeoGlobal of the transaction, its
terms, including price, and the identity of the intended assignee and any other
material information, and GeoGlobal has the first right to purchase the interest
proposed to be sold on the terms contained in the notice to GeoGlobal.
On August 29, 2003, we entered into a Technical Services Agreement with
Roy Group (Barbados) Inc. ("RGB"), a company organized under the laws of
Barbados and wholly owned by JPR. Under the agreement, RGB agreed to perform
such geologic and geophysical duties as are assigned to it by us. The term of
the agreement extends through August 29, 2006 and continues for successive
periods of one year thereafter unless otherwise agreed by the parties or either
party has given notice that the agreement will terminate at the end of the term.
RGB receives a fee of
21
$250,000 per year under the agreement and is reimbursed for authorized travel
and other out-of-pocket expenses. The agreement prohibits RGB from disclosing
any of our confidential information and from competing directly or indirectly
with us for a period of three years from August 29, 2003 with respect to any
acquisition, exploration, or development of any crude oil, natural gas or
related hydrocarbon interests within the area of the country of India. The
agreement may be terminated by either party on 30 days' prior written notice,
provided, however, the confidentiality and non-competition provisions will
survive the termination.
GeoGlobal's executive offices are occupied pursuant to a monthly
sub-lease with a private company controlled by Mr. Kent providing for an annual
rental of approximately $15,000. Management of GeoGlobal considers these
premises adequate for its existing operations.
Mr. Kent is the President of two private Alberta companies, Prospect
Oil & Gas Management Ltd. and D.I. Investments Ltd., which he also owns 50% of
100%, respectively, which provide services to GeoGlobal, such as administrative,
financial, consulting, and other related services. GeoGlobal will reimburse
these companies for the costs of providing these services.
PRINCIPAL STOCKHOLDERS OF OUR COMPANY
The following table sets forth, as of August 31, 2003, after reflecting
the completion of the Transaction, information regarding the beneficial
ownership of our common stock, by (i) each stockholder known by us to be the
beneficial owner of more than 5% of our outstanding shares of capital stock,
(ii) each existing Director, (iii) the Named Executive Officers, and (iv) all
Directors and executive officers as a group. After the closing of the
Transaction, the Company has 49,053,355shares of common stock outstanding.
NUMBER OF SHARES
BENEFICIALLY PERCENTAGE OF OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER1) OWNED COMMON STOCK
---------------------------------------- ------------------ -------------------------
Jean Paul Roy 34,000,000 69.3%
Allan J. Kent -0- -0-%
Brent J. Peters
347 Bay Street, Suite 301 98,667 Less than 0.5%
Toronto, Ontario M5H 2R7
22
John K. Campbell
905 West Pender Street 66,667 Less than 0.5%
Vancouver,BC,V6C 1L6
All officers and directors as a group 34,165,334 69.6%
(4 persons)
-----------------------
(1) Unless otherwise indicated, the address of such person is in care of the
Company.
In accordance with the terms and conditions of the April 4, 2003 Stock
Purchase Agreement entered into with JPR and GeoGlobal, we intend to grant
options to purchase an aggregate of 2.0 million shares of Common Stock under our
Stock Option Plan to officers, Directors, employees and consultants exercisable
at not less than $1.00 per share.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS:
(a) Financial statements of businesses acquired
Pursuant to Item 7(a)(4) of Form 8-K, the financial statements
required by Item 7(a) will be filed by amendment no later than
60 days after September 13, 2003.
(b) Pro Forma financial information
Pursuant to Item 7(b)(2) of Form 8-K, the pro forma financial
information required by Item 7(b) will be filed by amendment
no later than 60 days after September 13, 2003.
(c) Exhibits:
EXHIBIT # DESCRIPTION OF DOCUMENT
3.2.1 By-laws of Registrant, as amended through
August 29, 2003*
10.1 Stock Purchase Agreement dated April 4, 2003
by and among Suite101.com, Inc., Jean Paul
Roy and GeoGlobal Resources (India) Inc. **
10.2 Amendment dated August 29, 2003 to Stock
Purchase Agreement dated April 4, 2003.*
10.3 Technical Services Agreement dated August 29,
2003 between Suite101.COM, Inc. and Roy Group
(Barbados) Inc.*
10.4 Participating Interest Agreement dated March
27, 2003 between GeoGlobal Resources (India)
Inc. and Roy Group (Mauritius) Inc.*.
10.5 Escrow Agreement dated August 29, 2003 among
Registrant, Jean Paul Roy and Computershare
Trust Company of Canada*
10.6 Promissory Note dated August 29, 2003 payable
to Jean Paul Roy*
* Filed herewith.
** Incorporated by reference to the Registrant's Quarterly Report on
Form 10-QSB for the quarter ended March 31, 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused thus report to be signed on its behalf by the
undersigned hereunto duly authorized.
Suite101.com, Inc.
Dated: October 21, 2003 By: /s/ Allan Kent
---------------------------------
Allan J. Kent, Executive VP & CFO
25