UNITED STATES
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 reported) ~~May~~July 2322, 2002

Merlin Software Technologies International, Inc.
(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

0-27189

(Commission File Number)

88-0398103

(IRS Employer Identification No.)

4370 Dominion Street, 3rd Floor
Burnaby, British Columbia, Canada V5G 4L7

(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code (604) 320-7227

Not applicable
(Former name or former address, if changed since last report.)

Item 5. Other Events and Regulation FD Disclosure

OnWe ~~May~~have ~~23,~~established ~~2002,~~a wenew ~~restructured~~subsidiary, ~~our~~MASUBI ~~Series~~LLC, A("MASUBI"), ~~10%~~as ~~Senior~~a ~~Secured~~limited ~~Convertible~~liability ~~Notes~~company ~~through~~under ~~agreements reached with~~ the ~~holders~~laws of ~~Series~~Delaware Ato ~~Notes,~~expand ~~by exchanging them and~~ the ~~associated~~business ~~warrants~~opportunities for ~~Series B-1 Notes and 1,520,000 Exchange Warrants. We have also exchanged $1.5 million of~~ our ~~existing~~products ~~bridge~~in ~~loan~~India ~~facility~~and ~~for a Series B-2 Note in~~ the ~~principal~~Middle ~~amount~~East ofand ~~$1.5 million. In part consideration of their agreement~~ to ~~participate~~facilitate in the restructuring, ~~we have issued to the holders~~ of ~~the~~our ~~Series~~overall Bcapital ~~Notes a total of 2,750,000 Series B Warrants~~structure. ~~The Series B Warrants and the Exchange Warrants are each exercisable for five (5) years, at an exercise price of $0.75.~~

~~The~~Pursuant ~~Series~~to Athe ~~Notes~~restructuring, ~~and~~which ~~the~~closed ~~associated~~as ~~warrants~~of ~~were~~July ~~issued~~22, in2002, ~~August~~we ~~2000~~acquired ~~and~~401,000 ~~April~~common ~~2001~~equity units in ~~connection~~the ~~with~~capital aof ~~private~~MASUBI ~~placement~~representing all of ~~Series~~the Aissued ~~Notes~~and outstanding common equity of MASUBI. We also acquired 275,000 preferred equity units in MASUBI. We acquired the ~~aggregate~~common ~~principal~~equity ~~amount~~and preferred equity units in consideration of $~~2.1 million~~250,000 in cash and the granting of a perpetual non-exclusive, royalty-fee license to ~~four~~use ~~accredited~~and ~~investors. As~~exploit atthe ~~May~~source 23code of our computer software for our EssentialServerTM and SecurDVRTM products as they will exist on December 31, 2002. We then sold these 275,000 ~~there~~preferred ~~was~~equity units to SDS Merchant Fund LP. ("SDS"), a ~~total~~third ofparty $1investor,~~745,880.47~~ in ~~principal~~payment and ~~accrued~~settlement ~~interest~~of ~~outstanding~~$2.75 ~~under~~million of the ~~Series~~bridge Afinancing ~~Notes~~that SDS has extended to us during 2001 and 2002, ~~which~~thereby reducing our annual interest expense by approximately $250,000. asSDS ahas ~~result~~also subscribed for additional preferred equity units of ~~the~~MASUBI ~~restructuring~~for $250,000 ~~now~~in ~~forms~~cash. ~~the~~The ~~aggregate~~cash ~~principal~~has ~~amount~~been ofplaced ~~the~~in ~~Series~~escrow ~~B-1~~pursuant ~~Notes~~to an Escrow Agreement dated as of July 22, 2002.

The ~~Series~~preferred ~~B-1~~equity ~~Notes~~units ~~have~~are afully ~~term~~voting, ofand ~~eighteen~~give ~~(18)~~SDS ~~months~~43% ~~and~~of the ~~Series~~voting ~~B-2~~rights ~~Note~~attaching ~~has~~to aall ~~term~~outstanding ofequity ~~thirty~~units ~~(30)~~of ~~months~~MASUBI. ~~Each~~ ~~Series~~We Bhave ~~Note~~retained ~~has~~ownership aof ~~ten~~all ~~percent~~of ~~(10%)~~the ~~interest~~common ~~rate~~equity ~~per~~units ~~annum~~of MASUBI, ~~calculated~~giving onus a57% ~~365-day~~voting ~~year,~~control ~~and~~over ~~payable~~MASUBI. ~~semi-annually~~We have pledged our common equity units in ~~cash~~MASUBI orand ~~registered~~granted ~~common~~additional ~~stock~~security atinterests ~~the~~in ~~election~~certain of ~~the~~our ~~Company. Each~~intellectual ~~Series~~property Bto ~~Note~~secure iscertain ~~convertible~~indebtedness ~~into~~to ~~common~~SDS ~~shares~~and in the ~~capital~~other holders of our ~~company~~Series atB aNotes. ~~fixed~~In ~~conversion~~addition, ~~price~~MASUBI has guaranteed certain of ~~$0.40~~our indebtedness to SDS and, ~~subject~~together with our Company, have caused certain intellectual property to ~~adjustment.~~be placed in escrow.

~~Each~~MASUBI ~~Series~~provides BMerlin ~~Noteholder~~with ~~has~~a ~~agreed~~vehicle tofor ~~voluntarily~~implementing ~~surrender~~a ~~for~~strategic ~~cancellation~~alliance upwith toICICI ~~916~~Infotech,~~666~~ ~~Series~~Inc. B("ICICI ~~Warrants~~Infotech") that was contemplated by a non-binding Memorandum of Understanding signed by the parties in February, 2002. MASUBI intends to collaborate with ICICI Infotech to rapidly deploy its products based on the ~~occurrence~~growing ofneed ~~one~~for ofsecurity and surveillance products by government, corporate and financial institutions in the ~~following~~India ~~events~~and Middle Eastern markets. Business development expenses (including salaries, atbenefits, ~~our~~and ~~election:~~operational costs) to build MASUBI's business in India and the Middle East will be borne directly by MASUBI.

1.Under ifthe license that we ~~generate~~have angranted ~~average~~to ~~quarterly~~MASUBI, ~~sales~~MASUBI ~~growth~~has ~~rate~~the ofexclusive ~~one~~right ~~hundred~~to ~~percent~~manufacture, ~~(100%)~~market ~~for~~and distribute our EssentialServerTM and SecurDVRTM products in India, Pakistan, Saudi Arabia, Afghanistan, Iraq, Iran, Oman, United Arab Emirates, Yemen, Bahrain, Egypt, Libya, Turkey, Quatar, Jordan, Syria, Kuwait, Lebanon, the ~~next~~Philippines ~~three~~and ~~quarters~~Malaysia, ofand ~~fiscal~~the ~~2002;~~non-exclusive orright to manufacture, market and distribute these products in certain other regions, including the United States but excluding China, Japan, Taiwan, Korea and Canada. In addition, Merlin and MASUBI entered into a non-exclusive intellectual property sharing agreement. We will provide MASUBI with development, maintenance and training support and other fee-based services. We have also granted to MASUBI a preferential right to provide us with outsourcing software engineering services.

2.Pursuant ifto a Securities Purchase Agreement dated as of July 22, at2002 ~~any~~among ~~time~~MASUBI, ~~prior~~our toCompany, ~~June~~SDS, 20Pequot Scout Fund, ~~2003~~L.P., Narragansett Offshore Ltd. and ~~upon~~Narragansett ~~certain~~I, ~~conditions~~L.P., ~~our~~SDS may tender its preferred equity units of MASUBI in exchange for shares of common stock ~~trades~~in atthe capital of our Company: (a) ~~daily~~until July 31, 2004 at an exchange ratio of 13.3 shares of our common stock for each unit tendered (provided that if the market price of our stock has been greater than $1.50 ~~per share~~ for ~~twenty~~at (least 20) trading days during any consecutive ~~thirty (~~30) trading days, the exchange ratio shall be 6.7 shares of our common stock for each unit tendered); and (b) after July 31, 2004, the greater of (1) that number of shares of our common stock as determined in accordance with the foregoing subclause (a) as of July 31, 2004, and (2) that number of shares of our common stock resulting from dividing 10 by the market price of our stock. Such exchange right shall be exercisable until the earlier of July 22, 2006 and such time that the dividends distributed to SDS on the preferred equity units of MASUBI shall in the aggregate equal $6,000,000.

~~The~~Under ~~Series~~the BSecurities ~~Noteholders~~Purchase ~~have~~Agreement, ~~also~~if ~~agreed~~at toany ~~surrender~~time 82after July 22, 2004 the market price of our stock is greater than $2.550 ~~Series~~for Bat ~~Warrants~~least 20 consecutive trading days, SDS shall be required to sell to us all of its preferred equity units of MASUBI in exchange for ~~each~~such ~~$100~~number of shares of common stock in the ~~outstanding~~capital ~~principal~~of ~~that~~our weCompany ~~repay~~as ~~within~~shall ~~180~~be ~~days~~determined under such of the foregoing exchange ratios as shall then be applicable.

WeUnder ~~have~~the ~~also~~terms ~~obtained~~attaching to the ~~option~~preferred equity units of MASUBI, the holders of such units are entitled to ~~prepay~~receive semi-annually out of the ~~principal~~assets of MASUBI legally available for the payment of dividends, prior to and ~~accrued~~in ~~interest~~preference ~~outstanding~~to ~~under~~any declaration or payment any dividend on the ~~Series~~common Bequity ~~Notes~~units, ~~without~~cumulative acash ~~premium~~dividends ~~for~~at ~~180~~the ~~days~~rate of $10 per unit per annum (being the original purchase price of each preferred equity unit), subject to adjustment. The dividends on the ~~Noteholders~~preferred equity units shall be deferred and not be paid before June 30, 2003, but, until such date, MASUBI may, at its option, in lieu of accrued cash dividends issue additional fully-paid and non-assessable preferred equity units at an annual rate of 0.15 of a unit on each preferred equity unit then outstanding. In addition to such dividend rights, the holders of the preferred equity units are entitled under MASUBI's ~~right~~Operating Agreement to ~~exercise~~a ~~their~~preferential ~~conversion~~cash ~~rights~~sweep, pursuant to which MASUBI must distribute to the holders of the preferred equity units as dividends two-thirds of its "Available Cash",and to the holders of its common equity units one-third of its "Available Cash", until the earlier of: (a) July 22, 2007, or (b) such time that the dividends distributed to the holders of the preferred equity units solely under the preferential cash sweep provision of the Operating Agreement shall in the aggregate equal $6,000,000. ~~After~~ "Available Cash" means the ~~first~~amount ~~180~~of ~~days~~MASUBI's after-tax income exceeding the sum of $2,000,000 weand ~~can~~the ~~prepay~~reserve ~~but~~amount to be set aside for MASUBI's capital requirements pursuant to MASUBI's Operating Plan, which is to be adopted subject to ~~paying~~the aapproval ~~10%~~of ~~prepayment~~at ~~premium~~least two-thirds of MASUBI's directors.

IfEach wepreferred ~~receive~~equity ~~financing~~unit ~~from~~is convertible into one common equity unit of MASUBI, subject to adjustment under certain antidilution provisions: (a) at any ~~source~~time ~~within~~at ~~180~~the ~~days~~option of the holder; and (b) automatically if MASUBI effects a firm commitment underwritten offering of its common equity units, weregistered ~~have~~under ~~agreed~~the toSecurities ~~apply~~Act ~~10%~~of 1933 (or under the equivalent statute in the Republic of ~~any~~India), ~~gross~~provided that the aggregate proceeds ~~that~~of ~~exceed~~the offering to MASUBI shall be at least $330,000,000, ~~and~~the anprice ~~additional~~per ~~15%~~unit ofshall ~~any~~be ~~gross~~at ~~proceeds~~least ~~that~~equal ~~exceed~~to the quotient of $435,~~000~~050,000, todivided by the ~~prepayment~~number of ~~the~~common ~~principal~~equity ~~and~~units ~~interest~~then outstanding, ~~under~~and, as a result of the ~~Series~~offering, BMASUBI's ~~Notes~~common equity units are listed on a national securities exchange or trading market.

AsIn ~~collateral security for~~ the ~~payment~~event ~~and satisfaction~~ of ~~all~~any ofliquidation, ~~our~~dissolution ~~obligations~~or ~~under~~winding ~~the~~up ~~Series~~of ~~B Notes~~MASUBI, wethe ~~and~~holders ~~our~~of ~~subsidiary~~the ~~granted~~preferred aequity ~~continuing~~units ~~first~~are ~~priority~~entitled ~~security~~to ~~interest~~receive inout ~~and~~of tothe ~~all~~assets of ~~our~~MASUBI ~~and~~legally ~~our~~available ~~subsidiary's~~for ~~assets~~distribution, ~~(which~~prior weto ~~now~~and ~~own~~in orpreference ~~which~~to weany ~~acquire~~distribution ~~in the future)~~ to the holders of the ~~Series~~common Bequity ~~Notes. The~~units, ~~assets~~a ~~included~~preferential ~~all~~liquidation ~~accounts,~~amount ~~accounts~~equal ~~receivable,~~to ~~contracts,~~the ~~notes,~~greater ~~bills,~~of: ~~inventory,~~(a) ~~machinery,~~$20 ~~equipment,~~per ~~supplies,~~preferred ~~furniture,~~equity ~~furnishings~~unit, ~~fixtures,~~subject ~~corporate~~to ~~or business records~~adjustment, ~~inventions,~~plus ~~designs,~~all ~~patents,~~accrued ~~patent~~but ~~applications,~~unpaid ~~trademarks~~dividends, ~~trademark~~and ~~registrations~~(b) ~~and~~such ~~applications,~~amount ~~goodwill,~~as ~~trade~~would ~~names,~~have ~~trade~~been ~~secrets,~~payable ~~trade~~per ~~processes,~~each ~~copyrights,~~preferred ~~copyright~~equity ~~registrations~~unit ~~and~~had ~~applications,~~such ~~licenses,~~unit ~~permits,~~been ~~franchises,~~converted ~~customer~~into ~~lists,~~common ~~computer~~equity ~~programs,~~units ~~all~~immediately ~~claims~~prior ~~under~~to ~~guaranties~~the ~~and~~liquidation, ~~tax~~dissolution ~~refund~~or ~~claims~~winding up.

~~As collateral security for the payment and satisfaction of all of our obligations under the Series B Notes~~We, weSDS ~~also pledged~~ and ~~collaterally~~MASUBI ~~assigned~~are parties to ~~the holders~~ a ~~first~~Stockholders ~~priority~~Agreement ~~security~~dated ~~interest~~as ~~in the shares~~ of ~~common~~July ~~stock of our subsidiary and in any and all cash~~22, ~~securities,~~2002 ~~dividends,~~which ~~rights~~provides, ~~and~~among other ~~property~~things, atthat: ~~any time and from time to time declared or distributed in respect of or in exchange for any or all of such shares.~~

As- ~~part~~MASUBI's ofboard ~~this financing we also agreed to file a registration statement with the Securities and Exchange Commission to qualify for resale any~~ of ~~our~~directors ~~common~~shall ~~shares~~consist ~~that may be issued up conversion~~ of ~~the~~no ~~Series~~more Bthan ~~Notes,~~five ~~upon~~members; ~~exercise of the Series B Warrants and the Exchange Warrants, for payment of interest or otherwise issuable as a default or penalty under the Series B Convertible Notes or related agreements.~~

~~For~~- ~~further~~the ~~details~~initial ~~concerning~~members ~~the~~of ~~foregoing~~MASUBI's ~~transaction,~~board ~~please~~of ~~refer~~directors toshall be Raahim Don (who has also been appointed the ~~material~~President ~~contracts~~of ~~filed~~MASUBI) asand ~~exhibits~~Trevor toMcConnell ~~this~~(our ~~current~~CFO ~~report.~~and the Secretary of MASUBI);

- at any time at which members of MASUBI shall vote, or shall have the right to vote, for the election of directors, the holders of the preferred equity units (collectively, the "Investors") and the holders of the common equity units shall vote in favor of the following actions: (1) for so long as any Investors own any equity units of MASUBI to cause and maintain the election to MASUBI's board of two individuals nominated by the affirmative vote of the holders of the preferred equity units, and (2) to cause and maintain the election to MASUBI's board of three individuals nominated by the affirmative vote of the holders of the common equity units;

- so long as SDS continues to own 20% or more of any voting securities of MASUBI, SDS shall have a right of first refusal with respect to any common equity units that the holder thereof proposes to sell, assign or otherwise dispose of;

- if we have repaid in full all of our debts and obligations to SDS, we shall have a right of first refusal with respect to any equity securities of MASUBI that any Investor proposes to sell, assign or otherwise dispose of;

- until the earlier of (1) July 31, 2006, (2) the conversion of all of the outstanding preferred equity units into common equity units, or (3) the exchange of all of the preferred equity units then held by SDS for shares of our common stock pursuant to the Securities Purchase Agreement, each Investor shall have the right to participate in any proposed sale, transfer or other disposition of equity units by another unit holder;

- subject to certain limitations, so long as we continue to own at least 20% of the common equity units of MASUBI on a fully-diluted basis, we shall have the right to participate in any proposed sale, transfer or disposition by SDS of any equity units of MASUBI to ICICI Inc.;

- if any equity units of MASUBI become subject to transfer, assignment or other disposition by reason of the bankruptcy or insolvency of, or distraint, foreclosure or any similar proceeding against, the holder, then, subject to any security interests granted in such equity units, MASUBI and then the Investors who are not subject to any such proceeding shall have successive rights of first refusal to purchase all or any such units;

- if the holder of any common equity units of MASUBI is subject to any transaction that results in a change of control of such holder (whereby any person acquires, directly or indirectly or by means of a voting trust, control over 35% or more of the voting securities of such holder), the Investors shall have the right to put any or all of their equity units to such common equity unit holder for purchase at their fair market value;

- if the Investors do not exercise such put rights with certain time periods, MASUBI shall have the right to purchase from such common equity unit holder any or all of its common equity units; and

- if SDS continues to own at least 240,000 preferred equity units of MASUBI (subject to adjustment) and it desires to effect a sale of MASUBI to an unrelated person (the "Acquirer") at a valuation of MASUBI of at least $21,030,000, either by way of a sale of shares or assets, by way of a merger or consolidation, or any combination thereof, then, subject to the rights of first refusal discussed above, all of the other Investors and the holders of common equity units, shall be obligated to sell all of their equity units of MASUBI to the Acquirer.

MASUBI has granted us 100,000 warrants, each entitling us upon exercise to purchase one common equity unit of MASUBI at an exercise price of $20 per unit for a period of five years, subject to adjustment. In addition, MASUBI has issued to SDS and the other holders of our Series B Notes an aggregate of 100,000 warrants, each entitling the holder upon exercise to purchase one common equity unit of MASUBI at an exercise price of $10 per unit for a period of five years, subject to adjustment.

For further details concerning the foregoing transaction, please refer to the following material contracts filed as exhibits to this current report.

Item 7. Exhibits

10. Material Contracts

10.1 ~~Amended~~Software ~~and~~Escrow ~~Restated~~Agreement ~~Pledge~~dated ~~Agreement~~July ~~between~~22, 2002 among Merlin Software Technologies International, Inc., ~~Narrangansett~~Merlin I,Software ~~L.P.~~Technologies, ~~Narragansett Offshore Ltd~~Inc., ~~Pequot~~Escrow ~~Scout Fund~~Associates, ~~L.P.~~LLC and ~~SDS~~MASUBI ~~Merchant~~LLC ~~Fund L.P., dated May 22, 2002~~

10.2 ~~Securities~~Intellectual ~~Purchase~~Property Security Agreement ~~between~~dated ~~Merlin~~July ~~Software Technologies International~~22, ~~Inc.,~~2002 ~~Narrangansett~~between I,MASUBI ~~L.P.,~~LLC ~~Narragansett Offshore Ltd., Pequot Scout Fund, L.P.~~ and SDS Merchant Fund, L.P.~~, dated May 22, 2002~~

10.3 ~~Registration~~Promissory ~~Rights~~Note ~~Agreement~~dated ~~between~~July ~~Merlin~~22, ~~Software~~2002 ~~Technologies~~for ~~International,~~the ~~Inc.,~~principal ~~Narrangansett~~amount I,of ~~L.P.~~$300,000, ~~Narragansett~~made ~~Offshore~~by ~~Ltd.,~~Merlin ~~Pequot~~Software ~~Scout~~Technologies ~~Fund~~International, LInc.P. and payable to the order of SDS Merchant Fund, L.P.~~, dated May 22, 2002~~

10.4 ~~Amended~~Securities ~~and~~Purchase ~~Restated~~Agreement ~~Security~~dated ~~Agreement~~July ~~between~~22, 2002 among Merlin Software Technologies International, Inc., ~~Narrangansett~~SDS I,Merchant Fund L.P., ~~Narragansett Offshore Ltd.,~~ Pequot Scout Fund, L.P., ~~and~~Narragansett ~~SDS~~I, ~~Merchant Fund~~ L.P., ~~dated~~and ~~May~~Narragansett ~~22,~~Offshore ~~2002~~Ltd.

10.5 ~~Amended~~Stockholders ~~and Restated Subsidiary Security~~ Agreement ~~between~~dated ~~Merlin~~July ~~Software~~22, ~~Technologies~~2002 ~~Inc.,~~among ~~Narrangansett~~MASUBI ILLC, ~~L.P.,~~Merlin ~~Narragansett~~Software ~~Offshore~~Technologies ~~Ltd.~~International, ~~Pequot Scout Fund, L~~Inc.P. and SDS Merchant Fund L.P.~~, dated May 22, 2002~~

10.6 ~~Amended~~Certificate ~~and~~of ~~Restated Intellectual Property Security Agreement between Merlin Software Technologies International~~Designation, ~~Inc.,~~Preferences ~~Narrangansett~~and I,Rights ~~L.P.,~~of ~~Narragansett~~Series ~~Offshore~~A ~~Ltd.,~~Convertible ~~Pequot~~Preferred ~~Scout~~Stock ~~Fund,~~of ~~L.P.~~MASUBI ~~and SDS Merchant Fund L.P., dated May 22, 2002~~LLC

10.7 ~~Amended~~Promissory ~~and~~Note ~~Restated~~dated ~~Subsidiary~~July ~~Intellectual~~22, ~~Property~~2002 ~~Agreement~~for ~~between~~the ~~Merlin~~principal ~~Software~~amount ~~Technologies~~of ~~Inc.~~$250, ~~Narrangansett I~~000, ~~L.P.,~~made ~~Narragansett~~by ~~Offshore~~Merlin ~~Ltd.,~~Software ~~Pequot~~Technologies ~~Scout Fund~~International, LInc.P. and payable to the order of SDS Merchant Fund, L.P.~~, dated May 22, 2002~~

10.8 ~~Amended~~Operating ~~and Restated Subsidiary Guaranty~~ Agreement ~~between~~among ~~Merlin~~MASUBI ~~Software~~LLC ~~Technologies~~and ~~Inc.,~~the ~~Narrangansett~~holders I,of ~~L.P.,~~MASUBI ~~Narragansett~~LLC's ~~Offshore~~Series ~~Ltd.,~~A ~~Pequot~~Preferred ~~Scout~~Units ~~Fund, L.P.~~ and ~~SDS~~Common ~~Merchant Fund L.P., dated May 22, 2002~~Units

10.9 Escrow Agreement ~~between~~dated ~~Merlin~~July ~~Software Technologies International~~22, ~~Inc.,~~2002 ~~Narrangansett~~among I,MASUBI ~~L.P.~~LLC, ~~Narragansett Offshore Ltd., Pequot Scout Fund, L.P.,~~ SDS Merchant Fund, L.P. and ~~Kane~~Jenkens ~~Kessler,~~& ~~P.C.,~~Gilchrist ~~dated~~Parker ~~May~~Chapin ~~22, 2002~~LLP

10.10 ~~Form~~Escrow ofAgreement ~~Series~~dated ~~B-1~~July ~~Convertible~~22, ~~Note~~2002 ~~between~~among MASUBI LLC, Merlin Software Technologies International, Inc. ~~and each of Narrangansett I~~, ~~L.P.,~~SDS ~~Narragansett~~Merchant ~~Offshore Ltd., Pequot Scout~~ Fund, L.P. and ~~SDS~~Jenkens ~~Merchant~~& ~~Fund~~Gilchrist ~~L.P.~~Parker ~~(as~~Chapin ~~applicable), dated May 22, 2002~~LLP

10.11 ~~Series~~Pledge ~~B-2~~Agreement ~~Convertible~~dated ~~Note~~July ~~between~~22, 2002 made by Merlin Software Technologies International, Inc. ~~and~~in ~~SDS~~favor ~~Merchant~~of ~~Fund~~Narragansett I, L.P., ~~dated~~Narragansett ~~May~~Offshore 22Ltd., ~~2002~~Pequot Scout Fund, L.P. and SDS Merchant Fund, L.P.

10.12 ~~Form~~Common ofStock ~~Series~~Purchase B Warrant ~~between~~dated ~~Merlin~~July ~~Software Technologies International~~22, ~~Inc. and each of Narrangansett I~~2002, ~~L.P.,~~Certificate ~~Narragansett Offshore Ltd~~No., ~~Pequot Scout Fund~~1, ~~L.P.~~granted ~~and~~by ~~SDS~~MASUBI ~~Merchant~~LLC ~~Fund~~to ~~L.P.~~Merlin ~~(as~~Software ~~applicable),~~Technologies ~~dated May 22~~International, ~~2002~~Inc.

10.13 ~~Form~~Common ofStock ~~Exchange~~Purchase Warrant ~~between~~dated ~~Merlin~~July ~~Software~~22, ~~Technologies International~~2002, ~~Inc~~Certificate No. ~~and~~2, ~~each~~granted ofby ~~Narrangansett~~MASUBI I,LLC ~~L.P.,~~to Narragansett ~~Offshore Ltd.~~I, ~~Pequot Scout Fund,~~ L.P. ~~and SDS Merchant Fund L.P. (as applicable), dated May 22, 2002~~

10.14 Common Stock Purchase Warrant dated July 22, 2002, Certificate No. 3, granted by MASUBI LLC to Pequot Scout Fund, L.P.

10.15 Common Stock Purchase Warrant dated July 22, 2002, Certificate No. 4, granted by MASUBI LLC to Narragansett Offshore Ltd.

10.16 Common Stock Purchase Warrant dated July 22, 2002, Certificate No. 5, granted by MASUBI LLC to SDS Merchant Fund, L.P.

10.17 Amended and Restated Promissory Note dated July 22, 2002 for the principal amount of $3,656,527, made by Merlin Software Technologies International, Inc. and payable to the order of SDS Merchant Fund, L.P.

10.18 Software License Agreement dated July 22, 2002 among MASUBI LLC, Merlin Software Technologies International, Inc. and Merlin Software Technologies, Inc.

10.19 Escrow Agreement dated July 22, 2002 among Merlin Software Technologies International, Inc., Narragansett I, L.P., Narragansett Offshore Ltd., Pequot Scout Fund, L.P. and SDS Merchant Fund L.P., and SDS Merchant Fund L.P. as escrow agent

10.20 Subsidiary Guaranty Agreement dated July 22, 2002 between MASUBI LLC and SDS Merchant Fund, L.P.

10.21 Amendment No. 1 to Security Agreement dated July 22, 2002, made by Merlin Software Technologies International, Inc. in favor of Narragansett I, L.P., Narragansett Offshore Ltd., Pequot Scout Fund, L.P. and SDS Merchant Fund, L.P.

10.22 Amendment No. 1 to Intellectual Property Security Agreement dated July 22, 2002, made by Merlin Software Technologies International, Inc. in favor of Narragansett I, L.P., Narragansett Offshore Ltd., Pequot Scout Fund, L.P. and SDS Merchant Fund, L.P.

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.

MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL, INC.

Date: ~~May~~ 28August 20, 2002

/s/ Robert Heller Robert Heller, ~~President~~Executive ~~and CEO~~Vice-President

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