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): December 4, 2002
Commission File Number: 000-28005
MetaSource Group, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 88-0422028
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
40 Exchange Place, Suite 1607, New York, New York 10005
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(Address of principal executive offices) (Zip Code)
(646) 805-5141
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(Registrant's Telephone Number, Including Area Code)
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(Former name, if changed since last report)
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(Former Address and Telephone Number of Principal Executive Offices)
ITEM 2. ACQUISITION OF ASSETS.
On December 4, 2002, the Registrant entered into a Definitive Acquisition
Agreement entered with International Trade & Development Group, Ltd., a United
Kingdom corporation, ("ITD") dated December 4, 2002. ITD is the parent company
of Craft Digital (craft-digital.com), Craft Media, and OutsourceWorld
(outsourceworld.org). ITD provides marketing and software solutions including
application development, data procurement and management, market research, and
events planning. ITD is also the organizer of the OutSourceWorld conference, a
meeting place for outsourcing vendors and buyers.
The Registrant believes ITD 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 ITD works
with the 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 December 18, 2002.
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 Agreements.
Date: 21/10/2002 International Trade & Page: 1
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Development Group Ltd
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Time: 15:31:57 Profit & Loss
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From: Month 7, October 2002
To: Month 7, October 2002
Chart of Accounts: Gross accounts
Period Year to Date
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Sales
Outsource World 0.00 111,426.04
Irish Motor Show 0.00 (119.03)
Dynamic Marketing 0.00 30,427.28
0.00 141,734.29
Direct Expenses
Outsource World 0.00 80,021.97
Dynamic Marketing 0.00 10,998.55
0.00 91,020.52
Gross Profit/(Loss): 0.00 50,713.77
Overheads
Rent and Rates 0.00 10,643.86
Motor Expenses 0.00 149.00
Travelling and Entertainment 0.00 946.52
Printing and Stationery 0.00 7,479.75
Professional Fees 0.00 15,200.81
Maintenance 0.00 60.00
Bank Charges and Interest 0.00 863.21
General Expenses 0.00 288.64
0.00 35,631.79
Net Profit/(Loss): 0.00 15,081.98
Date: 21/10/2002 International Trade & Page: 1
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Development Group Ltd
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Time: 15:35:58 Balance Sheet
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From: Month 7, October 2002
To: Month 7, October 2002
Chart of Account: Gross accounts
Period Year to Date
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Fixed Assets
Plant and Machinery 0.00 5,607.99
Office Equipment 0.00 396.00
Furniture and Fixtures 0.00 354.97
0.00 6,358.96
Current Assets
Debtors 0.00 170,543.53
Deposits and Cash 0.00 2,275.65
Current account - J Freeman 0.00 7,847.12
0.00 180,666.30
Current Liabilities
Creditors : Short Term (1,000.00) 60,484.77
Taxation 0.00 (12,842.11)
Wages 0.00 (154,566.53)
Current account - J Magee 0.00 78,609.16
Bank Account 1,000.00 166,213.30
VAT Liability 0.00 5,913.51
0.00 143,812.10
Current Assets less Current 0.00 36,854.20
Liabilities:
Total Assets less Current 0.00 43,213.16
Liabilities:
Long Term Liabilities
0.00 0.00
Total Assets less Total 0.00 43,213.16
Liabilities:
Capital & Reserves
Reserves 0.00 30,207.61
P&L Account 0.00 15,081.98
0.00 45,289.59
Please refer to Notes in Appendix B to Exhibit 2 filed with this Report.
Index to Exhibits
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2 Agreement with International Trade & Development Group, Ltd.
99 Press Release dated December 18, 2002
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.
December 18, 2002
MetaSource Group, Inc.
/s/ Courtney Smith
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Courtney Smith, President