Unassociated Document
U.S.
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):
February
7, 2007
MIDLAND
INTERNATIONAL CORPORATION
(Exact
name of small business issuer as specified in its charter)
|
Nevada
|
000-28315
|
84-1517404
|
|
State
or other jurisdiction of
incorporation)
|
Commission
File Number
|
(IRS
Employer ID No.)
|
12650
Jane Street
King
City, Ontario, Canada L7B 1A3
(Address
of principal executive offices)
(905)
833-9845
(Issuer's
Telephone Number)
Item
1.01 Entry into a Material Definitive Agreement
Effective
February 13, 2007, we entered into an agreement (the “LCI Agreement”) with
Lumonall Canada Inc.
(“LCI”),
whereby LCI did agree to assign to us an exclusive license for
the
pigments and production of the foil used in the manufacturing of photo luminous
material (“PLM”)
(the
“Licensed
Materials”),
including the exclusive rights to use the Intellectual Property Rights in the
United States, to manufacture goods utilizing the Licensed Materials in North
America, as well as to distribute all goods derived from the Licensed Materials
in Canada to all non-governmental entities. The License shall be in effect
for a
perpetual license term, unless sooner terminated in accordance with the relevant
provisions of the LCI Agreement, which terms are consistent with similar
agreements of this type. As a result, our Board of Directors has elected to
implement a new business plan to market and sell the products derived from
this
license in the aforesaid geographic locations. A copy of this agreement is
attached hereto as Exhibit 10.6.
In
exchange for this license, we have agreed to pay the following: (i) A sign
royalty of $2.00 (CN) per sign manufactured and sold by Licensee utilizing
the
Licensed Materials, not to exceed an aggregate of $1,000,000 (CN); (ii) A
non-sign royalty equal to 1% of all net sales of all non-sign photo luminous
products manufactured and sold by Licensee utilizing the Licensed Materials.
The
term “net sales” is defined as gross revenues, minus returns and early paid
discounts, but shall not include our cost of sales, operating expenses or
general and administrative expense; and (iii) an additional royalty not to
exceed $500,000 (CN) from future profits derived by us, payable as 15% of
earnings before interest, taxes, depreciation and amortization (“EBITDA”) and
payable quarterly in arrears. As part of our obligation herein, we agreed to
issue to LCI a $100,000 (US) promissory note, which note shall be unsecured,
non-interest bearing and repayable in four installment payments of $25,000
per
payment, due on or before May 31, 2007, August 31, 2007, November 30, 2007
and
February 28, 2008. We have made the payment due May 31, 2007.
In
addition, effective February 13, 2007, we entered into a Share Exchange
Agreement with Prolink Holdings AS, a Norway corporation, (“Prolink”), wherein
we acquired
a 30% interest in Prolink Property Rights AS, a wholly owned subsidiary of
Prolink in exchange for the issuance of 20,000,000 shares of our Common
Stock.
A copy
of this agreement is attached to this report as Exhibit 10.7.
Item
3.02 Unregistered
Sales of Equity Securities
On
February 7, 2007 we agreed to issue 35,000,000 shares of our common stock
to a
group of investors led by John Simmonds in exchange for arranging certain
debt
forgiveness of related parties. John Simmonds, our Chief Executive Officer
and a
director negotiated the forgiveness of $300,000 in unpaid management fees
to
Wireless Age Communications, Inc., $175,000 in unpaid management fees to
Simmonds Mercantile and Management Inc. and $36,000 in unpaid consulting
fees to
David Smardon.
In
February 2007, our Board of Directors authorized a private placement of up
to
20,000,000 common shares of our Common Stock at an offering price of $0.05
per
share. As of the date of this report, we have sold an aggregate of 21,600,000
Common Shares ($1,080,000) to 30 “accredited investors” (as that term is defined
under the Securities Act of 1933, as amended. We relied upon the exemption
from
registration provided by Regulations D and S to issue these
securities.
Also,
on
March 29, 2007, we issued 20,000,000 shares of our Common Stock, valued at
$100,000 to acquire a 30% investment in Prolink Property Rights AS, Norway.
We relied upon the exemption from registration provided by Section 4/2 of
the
Securities Act of 1933, as amended, to issue these
securities.
Item
5.01 Change in Control of Registrant.
As
a
result of the shares of Common Stock issued in accordance with Item 3.02, above,
the following table
sets
forth certain information regarding ownership of our Company's Common Stock
as
of the date of this report, by (i) each person known to us to own beneficially
more than 5% of our Common Stock, (ii) each director, (iii) each executive
officer, and (iv) all directors and executive officers as a group. Share
ownership is deemed to include all shares that may be acquired through the
exercise or conversion of any other security immediately or within the next
sixty days. Such shares that may be so acquired are also deemed outstanding
for
purposes of calculating the percentage of ownership for that individual or
any
group of which that individual is a member. Unless otherwise indicated, the
shareholders listed possess sole voting and investment power with respect to
the
shares shown.
|
Name
and Address of
Beneficial
Owner
|
|
Number
of Shares of Common
Stock
Beneficially Owned
|
|
Percent
of
Ownership
|
| |
|
|
|
|
|
Prolink
Holdings AS
Sikterigata
9
N-8622
Mo I Rana
Norway
|
|
20,000,000
|
|
20.3%
|
| |
|
|
|
|
|
John
G. Simmonds (1)(2)
1640
16th
Ave.
King
City, ON L7B 1A3
|
|
7,230,000(2)
|
|
7.4%
|
| |
|
|
|
|
|
Carrie
J. Weiler (1)(3)
69
McCutcheon Ave.
Nobleton,
ON L0G 1N0
|
|
1,972,000
|
|
2.0%
|
| |
|
|
|
|
|
All
executive officers and directors as a group (2 persons)
|
|
9,202,000
|
|
9.4%
|
_____________________
(*)
Less
than one percent.
|
(1)
|
Executive
officer or director.
|
|
(2)
|
Includes
7,230,000 shares of Common Stock directly owned by John
Simmonds.
|
|
(3)
|
Ms.
Weiler beneficially owns such shares through Jancar Investments Corp.,
a
corporation controlled by her.
|
_____________________
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Effective
on February 7, 2007, Carrie Weiler was appointed a director of our Company.
Also, on February 11, 2007, Messrs. David Smardon, Ken Adelberg, Ralph Hadley,
Gregory Laborde and Italo Cerra resigned as directors of our Company. None
of
these individuals advised us of any disagreements that they had with us.
Following the resignations the board of directors consisted of John Simmonds
and
Carrie Weiler. We are currently discussing adding additional directors as part
of the implementation of our new business plan, described above under Item
1.01.
Item
9.01. Financial Statements and Exhibits.
(c).
Exhibits.
|
Number
|
Exhibit
|
| |
|
|
10.6
|
Exclusive
License Agreement with Lumonall Canada Inc.
|
| |
|
|
10.7
|
Share
Exchange Agreement with Prolink Holdings
AS
|
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
| |
|
|
| |
MIDLAND
INTERNATIONAL CORP.
(Registrant) |
|
|
|
| Dated:
July 12, 2007 |
By: |
/s/ John
G.
Simmonds |
| |
John
G. Simmonds, Chief Executive Officer |
| |
|