EFFECTIVE AUGUST 23RD, 2004
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K - AMENDMENT
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 17, 2004
--------------------------------------------------------------------------------
CANGLOBE INTERNATIONAL INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-27737 77-0454856
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Suite 2440, 10303 Jasper Avenue, Edmonton, Alberta, Canada T5J 3N6
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(780) 428-6002
--------------------------------------------------------------------------------
Registrant's telephone number, including area code
#206, 10458 Mayfield Road, Edmonton, AB Canada T5P 4P4
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below): [ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS - NOT APPLICABLE
SECTION 2 - FINANCIAL INFORMATION - NOT APPLICABLE
SECTION 3 - SECURITIES AND TRADING MARKETS - NOT APPLICABLE
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
- NOT APPLICABLE
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
(a) A change in control of the registrant has occurred:
(1) LAVALLEE FINANCIAL CORPORATION INT. (AN ALBERTA COMPANY WHOLLY OWNED BY
MR. BERT LAVALLEE) ACQUIRED CONTROL OF THE REGISTRANT;
(2) THE CHANGE OF CONTROL TOOK PLACE ON: DECEMBER 17, 2004; THE
CIRCUMSTANCES WHICH CAUSED THE CHANGE IN CONTROL WERE AS FOLLOWS: ON
OCTOBER 15, 2002, LIBERTY HOLDINGS, INC. ("LIBERTY") UNDERTOOK SERVICES
WITH CANGLOBE DEVELOPMENT INC. ("CDI"). LAVALLEE FINANCIAL CORPORATION
INT. ("LAVALLEE") GUARANTEED PAYMENT OF THESE SERVICES MADE BY LIBERTY
TO CDI. ON NOVEMBER 26, 2004, LIBERTY, CDI AND LAVALLEE ENTERED INTO A
SETTLEMENT AGREEMENT WHEREBY IT WAS DEEMED THAT ANY AMOUNT OWED FOR
SERVICES MADE BY LIBERTY TO CDI WERE DEEMED SATISFIED, AND AN
ADDITIONAL $300,000 WAS PAID BY LAVALLEE TO CDI IN EXCHANGE FOR THE
1,950,570 SHARES OF COMMON STOCK OF CANGLOBE INTERNATIONAL INC. THE
SHARES WERE TRANSFERRED TO LAVALLEE EFFECTIVE DECEMBER 17, 2004.
(3) THE PERCENTAGE OF THE VOTING SECURITIES OWNED BY BERT LAVALLEE, THROUGH
HIS WHOLLY OWNED COMPANY, LAVALLEE FINANCIAL CORPORATION INT., IS -
63.9%;
(4) LAVALEE PAID - US$300,000 CASH;
(5) THE SOURCE(S) OF FUNDS USED BY LAVALLEE WAS WORKING CAPITAL
(6) CONTROL WAS ACQUIRED FROM CANGLOBE DEVELOPMENT INC. (OWNED AND
CONTROLLED BY MR. HEINZ LEUDERS) AND (7) THE ARRANGEMENT OR
UNDERSTANDING IN PLACE BETWEEN THE FORMER AND THE NEW CONTROL GROUP WAS
THAT THE CURRENT
DIRECTORS RESIGN.
(b) To the knowledge of management and based upon a review of the stock ledger
maintained by the Registrant's transfer agent and registrar, the following table
sets forth the beneficial ownership of persons who owned more than five percent
of the Registrant's common stock prior to the closing of the Agreement, and the
share holdings of the then members of management:
--------------------------- ------------------------ ----------------------- -----------------------
NAME POSITIONS HELD SHARES OWNED PERCENTAGE
--------------------------- ------------------------ ----------------------- -----------------------
Canglobe Development, Inc. 1,950,570 63.9
--------------------------- ------------------------ ----------------------- -----------------------
Charles Spooner Secretary/Director 60,250 2.0
--------------------------- ------------------------ ----------------------- -----------------------
Ian Stuart 150,000 5.0
--------------------------- ------------------------ ----------------------- -----------------------
To the knowledge of management and based upon a review of the stock ledger
maintained by the Registrant's transfer agent and registrar, the following table
sets forth the beneficial ownership of persons who owned more than five percent
of the Registrant's common stock following the closing of the Agreement, and the
share holdings of the new members of management:
--------------------------- ------------------------ ----------------------- -----------------------
NAME POSITIONS HELD SHARES OWNED PERCENTAGE
--------------------------- ------------------------ ----------------------- -----------------------
LFC Financial Corporation 1,950,570 63.9
Int.
--------------------------- ------------------------ ----------------------- -----------------------
Ian Stuart 150,000 5.0
--------------------------- ------------------------ ----------------------- -----------------------
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(a)(1) Director resignations:
(i) ALL OF THE DIRECTORS RESIGNED EFFECTIVE NOVEMBER 26, 2004;
(ii) PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY RESIGNED ON NOVEMBER 26,
2004; AND (iii) THE RESIGNATIONS WERE BY AGREEMENT.
(b) ALL DIRECTORS AND OFFICERS OF CANGLOBE INTERNATIONAL INC. RESIGNED NOVEMBER
26, 2004 BY AGREEMENT.
(c) the newly appointed officers are:
(1) DONALD GETTY, DIRECTOR AND CHAIRMAN; JAMES BAKER, DIRECTOR AND PRESIDENT;
AND DAVID ALEXANDER, DIRECTOR AND CHIEF FINANCIAL OFFICER AND SECRETARY; (2) not
applicable; and (3) THERE ARE NO EMPLOYMENT AGREEMENTS
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR - NOT APPLICABLE
ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT
PLANS - NOT APPLICABLE
ITEM 5.05 AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A
PROVISION OF THE CODE OF ETHICS - NOT APPLICABLE
SECTION 6 - [RESERVED] NOT APPLICABLE
SECTION 7 - REGULATION FD - NOT APPLICABLE
SECTION 8 - OTHER EVENTS - NOT APPLICABLE
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS- NOT APPLICABLE
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.
CANGLOBE INTERNATIONAL INC.
(Registrant)
Date: January 13, 2005 ____________________________
David Alexander
Director/Secretary