Tessa Complete Health Care Inc/GA · SC 14F1 · Tessa Complete Health Care Inc/GA · On 11/9/99

Filed On 11/9/99   ·   SEC File 5-51303   ·   Accession Number 1013596-99-495

Statement re: Change in Majority of Directors   ·   Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Schedule 14f Disclosure Statement                      5     28K 

Document Table of Contents

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ZABA INTERNATIONAL, INC.
5650 Greenwood Plaza Blvd.
 Suite 216
 Englewood, Colorado 80111
COMMISSION FILE NUMBER 0-21099

DISCLOSURE STATEMENT

 PURSUANT TO
SECTION 14(f) OF THE
 SECURITIES EXCHANGE ACT OF 1934 AND
 RULE 14f-1 THEREUNDER

INTRODUCTION

         This  Statement is being mailed on or about November 8, 1999 to holders
of record on November 1, 1999 of the shares of Common Stock, par value $.001 per
share (the "Common Stock") of Zaba International,  Inc., a Colorado  corporation
(the  "Company").  It is being  furnished in  connection  with the change of the
Company's  directors to be effected at a Board meeting to be held at the closing
of the transaction  discussed below (the "Closing Date"), to be held on or about
November 19, 1999.                                                              

 BACKGROUND OF TRANSACTION AND CHANGE IN CONTROL

         Pursuant to the terms of an agreement  between the Company and Merendon
Mining  Corporation  Ltd.  ("MMC"),  a privately held Canadian  corporation (the
"Agreement"),  the Company has agreed to undertake a forward split of its issued
and outstanding  common stock,  whereby 2 shares of Common Stock shall be issued
in exchange for every share of Common Stock presently issued and outstanding, in
order to establish  the number of issued and  outstanding  Common  Shares of the
Company at the Closing Date to be 4,814,332 shares. Thereafter, the Company will
acquire  all  of  MMC's   issued  and   outstanding   shares  of  common   stock
(collectively,  the "MMC  Stock") in exchange  for an  aggregate  of  12,369,133
"restricted"   shares  of  the  Company's  Common  Stock  (the   "Transaction").
Accordingly,  if all of the  issued  and  outstanding  shares  of MMC  Stock are
exchanged  for  the  Company's  Common  Stock,  the  holders  thereof  will  own
approximately 72% of the Company's outstanding shares of Common Stock.          

         MMC is a private  Canadian  corporation  based in  Calgary,  Canada and
which is engaged in gold exploration,  production and processing in the Republic
of Honduras.  MMC has completed the  construction of a gold processing  facility
located  in  Tegucigalpa,  Honduras,  the  capital  of  Honduras,  that has been
designed  to process up to 500 ounces of gold per day,  which can be expanded as
supply  contracts for gold  concentrates  are secured.  It also has  concessions
covering  196,197  ha in  preliminary  exploration  stages.  However,  due  to a
concentration of MMC's resources on completion of the gold processing  facility,
exploration  efforts have been nominal to date. It is anticipated  that the gold
exploration program will become active as cash flow from the processing facility
is allocated by management.                                                     

         As of  August  31,  1999,  MMC had  $6,644,328  in total  assets,  with
$448,699 in total liabilities (unaudited).  MMC is currently engaged in an audit
of its  financial  statements,  which is expected to be  completed on or shortly
after  closing  of  the  Transaction.   The  relevant   Agreement  will  contain
representations and warranties  concerning MMC's financial condition and results
of the audit in the event the audit is not  completed  by the  proposed  Closing
Date.                                                                           

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         Upon  consummation of the Transaction,  the Company's  current officers
and directors will resign and be replaced by directors and officers  selected by
MMC's   management   (see   "Directors   and  Executive   Officers  and  Related
Transactions" below). Also, as part of the terms of the Transaction, the name of
the Company will change to "Merendon Mining Corporation,  Ltd." MMC shall become
a wholly owned subsidiary of the Company.                                       

         Consummation of the Transaction will result in a change of control.  If
the Transaction is not consummated,  the forward split referenced above will not
be  undertaken,  Company's  current  officers and directors  will not resign and
there  will not be a change in  control.  The  Company  anticipates,  but cannot
assure,  that the Agreement will be executed on or about November 19, 1999, with
the closing to occur shortly thereafter.                                        

 REASON FOR DISCLOSURE STATEMENT

         Because a majority of its directors is being changed  otherwise than at
a meeting of  stockholders,  the  Company  is  required  pursuant  to Rule 14f-1
promulgated  under the Securities  Exchange Act of 1934, as amended,  to provide
its stockholders and the Securities and Exchange  Commission (the  "Commission")
with certain  information  not less than ten days prior to the date on which the
change will take place,  or such other time period as may be  established by the
Commission.  This  Disclosure  Statement is being filed with the  Commission and
sent to stockholders in compliance with that Rule.                              

INFORMATION RELATING TO THE COMPANY'S SECURITIES

         As of the date of this report, there were outstanding  2,407,166 shares
of the Company's Common Stock.  Each outstanding  share of Common Stock entitles
the record  holder  thereof to one vote on all matters which are to be presented
to stockholders for their consideration. The Common Stock is the only issued and
outstanding stock of the Company.                                               

PRINCIPAL STOCKHOLDERS

         The  following  table sets forth as of the date of this report  certain
information  with  respect  to all those  known by the  Company  to be record or
beneficial owners of more than 5% of its outstanding Common Stock, each Director
and all Directors and Officers as a group.  The figures provided are so provided
on a pre-reverse split basis.                                                   

                                    No. of                    Percentage
Name and Address                     Shares Owned                  Ownership    
----------------                     ------------                  ---------    

Gregory W. Skufca(1)                   1,200,000                     49.9%      
5650 Greenwood Plaza Blvd.                                                      
Suite 216                                                                       
Englewood, CO 80111                                                             

William L. Skufca(1)                     570,833                     23.7%      
620 Front Range Rd.                                                             
Littleton, CO 80120                                                             

Jack Beam                                466,666                     19.3%      
3433 E. 7th Ave.                                                                
Denver, CO 80206                                                                

Reed Johnson                             125,000                      5.2%      
2175 E. Grapevince Rd.                                                          
Idledale, CO 80453                                                              

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                                     No. of                   Percentage
Name and Address                      Shares Owned                 Ownership    
----------------                      ------------                 ---------    

All Directors                          1,770,833                     73.6%      
and Officers as a                                                               
Group (2 persons)                                                               
--------------------                                                            
(1)      Officer and/or director of the Company.                                

         The  following  table  sets  forth  as  of  the  date  hereof,  certain
information  with  respect  to all  those  known by the  Company  who,  assuming
consummation  of the  Transaction,  would be the record or beneficial  owners of
more than 5% of its outstanding  Common Stock, each to be appointed director and
executive  officer of the Company and all to be appointed  Directors as a group.
Except as indicated in the footnotes to the table, the listed  stockholders will
hold sole voting and investment power over their respective  shares. The figures
so provided  assume that the forward stock split  discussed above herein becomes
effective.                                                                      

                                                                · Download Table

                                                     Shares of                
                                                   Common Stock               
                                                 to be owned upon  Approximate
                                                  consummation of    Percent  
Name and Address          Offices To Be Held        the Transfer     of Class 
----------------          ------------------        ------------     -------- 
                                                                              
Gary A. Sorenson        Chairman of the Board &      5,384,420         31.3%  
Suite 630               Chief Executive Officer                               
333 11th Ave.                                                                 
Calgary, Alberta                                                              
Canada T2R 1L9                                                                

Luis F. Lorie                  Director                 10,000           *    
10735 S.W. 58 Ave.                                                            
Pinecrest, FL 33156                                                           

All Proposed Directors            -                  5,394,420         31.4%  
and Officers as a                                                             
Group (2 persons)                                                             


 LEGAL PROCEEDINGS

         There  are no legal  proceedings  to which  any  director,  officer  or
affiliate of the Company,  any owner of record or beneficially of more than five
percent of the Company's Common Stock, or any associate of any of the foregoing,
is a party adverse to the Company or any of its  subsidiaries  or has a material
interest adverse to Company or any of its subsidiaries.                         

 DIRECTORS AND EXECUTIVE OFFICERS AND RELATED TRANSACTIONS

DIRECTORS AND EXECUTIVE OFFICERS.                                               

         If and when the  Transaction  is  consummated,  the  Company's  current
officers and  directors  will resign and will be replaced,  without  stockholder
action, by the following Officers and Directors:                                

Name                   Age                      Position            
----                   ---                      --------            

Gary A. Sorenson              56             CEO, Chairman of the Board of      
                                     Directors

Luis F. Lorie                 34                       Director                 

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Resumes:                                                                        

         Gary  A.  Sorenson  will be  appointed  as  Chairman  of the  Board  of
Directors  and Chief  Executive  Officer  of the  Company  upon  closing  of the
Transaction.  Since May 1996,  Mr.  Sorenson has been CEO and a director of MMC.
From 1990 through April 1996, Mr. Sorenson was employed by the Canadian National
Investment  Corporation,  Ltd., where his  responsibilities  included  directing
corporate  development.  Upon closing of the proposed Transaction,  Mr. Sorenson
intends to devote substantially all of his time to the business of the Company. 

         Luis F.  Lorie will be  appointed  as a director  of the  Company  upon
closing of the Transaction. Since December 1997, Mr. Lorie has been the Managing
Partner of Exclusive Real Estate Investments Ltd., Pinecrest, FL, which owns and
manages  commercial real estate  properties.  Prior,  from December 1995 through
December 1997, Mr. Lorie was vice president of operations of the retail mortgage
division  of  Global  Mortgage  Investors,  Inc.,  Coral  Gables,  FL,  where he
supervised  loan  originations.  From November 1993 through  December  1995, Mr.
Lorie was vice  president  of  operations  for the retail  mortgage  division of
Exclusive  Mortgage  Co.,  Coral  Gables,  FL. Mr. Lorie  received a Bachelor of
Science  degree in economics  and finance from Barry  University  in 1986.  Upon
closing of the Transaction,  it is expected that Mr. Lorie will devote only such
time as necessary to the business of the Company.                               

COMPENSATION                                                                    

         Upon  closing of the  Transaction,  Gary A.  Sorenson  is  expected  to
receive an annual salary of $78,000 (CDN).  No executive  officer is expected to
receive annual compensation in excess of $100,000 during the next fiscal year of
the Company.  There are no employment  agreements  between MMC and its executive
officers or directors.                                                          

         In addition,  MMC may award stock options to key employees,  members of
management,  directors and  consultants  under stock option  programs as bonuses
based on performance.                                                           

STANDING AUDIT, NOMINATING AND COMPENSATION COMMITTEES.                         

         The Board of Directors of the Company has no standing audit, nominating
or compensation committees.                                                     

INFORMATION RELATING TO BOARD OF DIRECTORS MEETINGS.                            

         The Company  presently has two Directors.  During the fiscal year ended
November 30, 1999, the Directors held one meeting of the Board of Directors.    

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

         The Company's officers and directors have not been paid a salary during
the fiscal years ended November 30, 1999, 1998 and 1997. The Company maintains a
policy  whereby  the  directors  and  executive  officers  of the Company may be
reimbursed  for  out-of-pocket  expenses  incurred in the  performance  of their
duties.  The Company did not reimburse any director or officer for such expenses
during the 1999, 1998 or 1997 fiscal years.                                     

         The Company has no bonus or  incentive  plans in effect,  nor are there
any understandings in place concerning additional  compensation to the Company's
officers or directors.                                                          

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SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's officers,  directors and person who own more than 10% of the Company's
Common  Stock to file reports of  ownership  and changes in  ownership  with the
Securities and Exchange Commission, provided that there were any changes to such
persons  respective  stock  holdings in the Company  during the previous  fiscal
year.                                                                           

         Based solely on its review of the copies of such forms  received by it,
or written  representations  from certain  reporting  persons that no forms were
required for those  persons,  the Company  believes  that during the 1998 fiscal
year and  subsequent  thereto all filing  requirements  applicable  to Officers,
Directors and greater than 10% beneficial owners were complied with.            

Dated:  November 8, 1999.                                                       

          ZABA INTERNATIONAL, INC.

     s/Gregory W. Skufca

              Gregory W. Skufca, President

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 14F1 Filing		Date		First		Last			Other Filings
		11/30/97		4					10KSB
		11/30/98		4					10KSB
		8/31/99		1					10QSB
		11/1/99		1
		11/8/99		1		5
Filed On / Filed As Of		11/9/99
		11/19/99		1		2
		11/30/99		4					10KSB, NT 10-K
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