UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10SB-12G/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
REGEN ENVIRONMENTAL INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-4025857
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1700 Montgomery Street - Suite 111
San Francisco, California 94111
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number 415-835-9488
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Securities to be registered pursuant to Section 12(g) of the Act:
10,676,000 Shares of Voting Common Stock
Check here whether the issuer (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days.
Yes X No
As of June 30, 1999, the following shares of the Registrant's
common stock were issued and outstanding:
25,000,000 shares authorized, $0.01 par value
10,676,000 issued and outstanding
Traditional Small Business Disclosure
(check one): Yes X No
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INDEX
ITEMS PAGE
Item 1. BUSINESS 3
Item 2. FINANCIAL INFORMATION 8
Item 3. PROPERTIES 12
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT 12
Item 5. DIRECTORS AND EXECUTIVE OFFICERS 13
Item 6. EXECUTIVE COMPENSATION 17
Item 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS 18
Item 8. LEGAL PROCEEDINGS 19
Item 9. MARKET PRICE OF AND DIVIDENDS ON THE
REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTER 19
Item 10. RECENT SALES OF UNREGISTERED SECURITIES 19
Item 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO
BE REGISTERED 20
Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS 20
Item 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 21
Item 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 40
Item 15. FINANCIAL STATEMENTS AND EXHIBITS 40
SIGNATURES 41
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Item 1. DESCRIPTION OF THE BUSINESS
HISTORY AND ORGANIZATION
REGEN ENVIRONMENTAL, (the "Company"), a development stage
company, was organized on December 19, 1996 as Dach Industries,
Inc., under the laws of the State of Delaware, having the stated
purpose of engaging in any lawful act or activity for which
corporations may be organized under the General Corporation Law
of Delaware.
The Company was initially formed to provide leisure equipment and
software through a chain of warehouse style stores in the United
Kingdom. The retail products to be provided by the company were
televisions, computers and hi-fi stereo equipment. The Company
believes that the fall in price of then existing technology
provided for a high level of growth in the home entertainment
market.
Prior to entering this market, the Company conducted additional
research pertaining to consumer demand and retail sales. The
Company was approached by another business entity to enter the
retailing of golf and golf related products. The Company
believed, based on its research, that this area provided greater
opportunities for success and therefore chose to enter the
sporting goods field. To better market its retail interests, the
Company on February 17, 1997 decided to change its name to Total
Golf Inc.
The Company's initial objective failed because of poor strategy
and the lack of a viable marketing plan. The Company then
abandoned its plans to open a chain of golfing superstores
because the change of government in the United Kingdom in 1997
caused potential investors to withdraw their support for the
Company's plan.
The Company then decided to pursue a new business and began to
search for potential opportunities. The new and current
management of the Company took over and decided to seek to
consummate a merger or business acquisition with another entity.
The Company believed that this was the best opportunity which the
shareholders had to realize a return on their investment in the
Company. The Company also felt that the name "Total Golf Inc"
limited the Company's opportunity to attract potential business
opportunities. It therefore decided on April 16, 1998 to change
the name of the Company from "Total Golf Inc." to "Tallman Supply
Inc."
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On October 20, 1998, the Company agreed to terms to acquire the
Atrium Group of Companies (hereinafter "Atrium"). A meeting of
the board of directors was held at Talbot House, High Street,
Crowthorne Berks, United Kingdom, whereupon the company voted to
effectuate the acquisition. The terms of the acquisition were
that the owners of the shares of common stock of Atrium would
sell their 100% ownership to the Company, representing 100 shares
of common stock, in exchange for 10,000,000 shares of common
stock, post reverse split, par value $0.001, in the Company. A
copy of the acquisition agreement is attached as Exhibit 10. The
transaction closed on January 13, 1999 after all the terms and
conditions under paragraph 7 of the Agreement were met.
Atrium was formed in November 1997 to develop three technology
platforms in metals remediation, carbon technology and land
remediation. Atrium sought to raise capital to develop the
technologies, conduct research and development to bring the
technologies to the point of commercial implementation and
developing marketing channels to enable early establishment of
commercial partners in the appropriate markets for each
technology. The Directors have contributed the funding towards
these efforts.
The three technology areas which Atrium sought to develop are as
follows:
Metals Remediation:
Oxford University had carried out work, on the recovery of gold
and zinc from mining and industrial process waste, using
biotechnical and naturally occurring, chemical processes.
Laboratory results had been the basis of discussion with
potential clients who were willing to disclose their technical
data in order to evaluate and commit to investing in the
development of the processes with a view to licensing in the
future.
Following the acquisition, development of the zinc recovery
process is continuing with Oxford University and a prospective
licensee for one particular market sector where zinc recovery is
an attractive proposition in significantly reducing the process
costs as well as producing saleable waste. Further programmes
involving management of cyanide contaminated mine waste, sulphur
recovery, and nickel are also being pursued.
Land Remediation:
The agreement to the acquisition of Terraseed Ltd by Atrium was
already in place, bringing an exciting product capable of
extensive further development. The initial field trials in
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Australia and the particular knowledge of lamination technology
which Atrium were able to bring to the initial development
provided confidence for the future of the technology. This was
further strengthened by the reaction of Western Sydney
University's, Hawksbury Agricultural College, and Pretoria
University Agricultural Department to the product and it's
commercial potential. Client interest from civil engineering
contractors, commercial agriculturists and growers of high value
crops (i.e. pharmaceuticals) is strong in the UK, Australia and
South Africa.
Carbon Reactivation
At the time of acquisition Atrium had established a joint venture
with Carbon Cor (pty) Ltd of South Africa and gained access to
activated carbon production and re-activation technology. Used
in filtration in many industries including water, food
production, waste management and mining, activated carbon is
usually produced on large-scale plant by a limited number of
companies around the world. As a result the cost of reactivation
for large users, such as the water and mining industries is
prohibitive and small runs of specialized grades very expensive.
As a result of the political isolation of South Africa over many
years local technology development has led to a unique
re-activation process, using superheated steam, being successful
created. Commercial success for this business in South Africa
and the interest of major clients in the food, brewing, water and
mining industries in Europe and Australia provided further
confidence in the value of this technology to the business.
On November 1, 1998, the company decided to change its name to
Regen Environmental Inc., as it better reflected the proposed
operations of the Company.
The Company is currently developing the commercial opportunities
for this technology in the UK/European and Australian market
places. This program will include further technical development
to meet specific needs for particular application areas. In
particular the company is attempting to develop relations with
suppliers to the food industry.
The Company is developing a "solutions" oriented market approach.
This means that only technologies with a viable end-use market
will be developed. The Company will therefore grow organically,
by matching market needs with new or modified platform
technologies and by technology acquisition.
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The Company's activities are being developed as vertically
integrated products contributing to a bio-environmental
portfolio. The portfolio will categorize the Company as
embracing the principles of sustainable development through the
profitable remediation of contaminated sites and contaminated
site waste arisings and the subsequent profitable after-use of
sites and products. The Company will aim to become a "one stop
shop" for releasing the potential of contaminated sites and
materials. The Company will also generate spin-offs from these
technologies while retaining varying degrees of interest in those
businesses for its overall objectives.
The Company intends to develop a number of commercial
subsidiaries to administer the business operations. Those
subsidiaries are to be as follows and a description of the each
subsidiaries' milestones are included:
Regen Agriculture Ltd. - Plant growth matrix for agricultural,
pharmaceutical and civil engineering propagation under adverse
soil/weather conditions. Milestone: Develop a project plan for
hyperaccumulation research with associates in Australia and South
Africa. Develop specific opportunities to extend European
research in association with UK government body for remediation.
Regen Metals Ltd. - Microbiological/metallurgical removal of
strategic precious metals from mine tailings and contaminated
sites. Milestone: Conduct further research of sulphur management
in the steel industry. Continue development of zinc recovery
project for UK and Southern African clients.
Regen Carbon Tech Ltd. - Carbon reactivation technology for
reactivating carbon filter media together with other advanced
filtration technologies. Milestone: Initiate a study and
planning for Southern Pacific based plant producing activated
carbons with South African and Australian joint venture partners.
Seek a potential partner for reactivation technologies to be
commercialized.
Regen Solutions Ltd - A consultancy and research and development
entity with the task of identifying, evaluating and developing
new technologies and evaluating demand for new technologies.
Milestone: Pursue associated waste management projects which are
to be planned with authorities in the South Pacific. Launch the
company officially with supporting literature and marketing
efforts.
The broad aims of the Company are to develop a sufficient income
stream from each entity.
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The Company is filing this Form 10-SB on a voluntary basis for
the purpose of making information regarding its operations
readily available to the public.
YEAR 2000 DISCLOSURE
The Company is aware of the Year 2000 issue and states that it
currently does not maintain any material active operations which
it foresees will be impacted by the Year 2000 problem.
Management therefore does not anticipate that the company will be
affected by this issue, financially or otherwise. This
disclosure complies with the directives of the Securities and
Exchange Commission, specifically Staff Legal Bulletin No. 5
(CF/IM), regarding Year 2000 issues.
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Item 2. FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company is a development stage company. The Company has no
assets and no recent operating history. The Company's goal is to
develop biotechnology and related solutions to environmental
problems in three key technological areas. Those areas are the
remediation of precious and strategic metals from mining and
other wastes; the development of matrices to improve
stabilization of remediated land surfaces and commercial
agricultural processes in harsh climates; and the development of
carbon related technologies which increase the use and life of
carbon filtration materials.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
sustain its business operations or achieve material profits. In
the opinion of management, inflation has not and will not have a
material affect on the operations of the Company over the next
six months as the Company currently does not have any significant
assets, debt or income.
There are no assurances that the Company will be able to
implement its business plan or continue its operations as an
ongoing concern. There is also no guarantee that, even if the
Company is able to implement its business plan, its operations
will result in profitability in the near or long term.
Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the
Company's directors will forego any compensation until such time
as the Company begins to generate sufficient investment in the
Company to cover such expenses. However, if the Company engages
outside advisors or consultants in search for business
opportunities, it may be necessary for the Company to attempt to
raise additional funds. There is no assurance that the Company
will be able to obtain additional funding when and if needed, or
that such funding, if available, can be obtained on terms
acceptable to the Company.
There is no certainty that the Company's business operations will
be successful or profitable. There is also no certainty that the
Company will be able to operate a successful business. Potential
investors are alerted that the investment in the Company is
highly speculative and involves a high degree of risk.
The Company has raised $1.65 million dollars to allocate towards
its business operations over the next four years. The funds were
acquired by the Company through two promissory notes. The first
note, for $800,000, was provided by the Company to Biotechnology
& Healthcare Ventures, Ltd. The second, for $850,000, was
provided by the Company to European Technology Investments Ltd.
Copies of both Promissory Notes are attached hereto as Exhibit
10. Failure to deliver the funding to the company against agreed
milestones will result in a proportionate reduction of the shares
retained by the investors.
The purpose of this investment is primarily to provide working
capital during the further development phases of each of the
technology platforms planned in year one. The funds will support
the development programs during the first year as commercial
relationships are established and license fees and royalties are
established. The availability of the additional working capital
will also protect the market leadership achievable in certain
technologies, through protection of the Intellectual Property
involved and speeding the time to market.
The Company intends to extend the development of the three
technology platforms through licensing specific applications of
the technologies and thereby acquiring additional financing from
licensing arrangements. This will create the opportunity for the
Company to provide operational services for these applications
and to earn ongoing revenues from the applications under license.
The Company also plans to raise further funds to enable the
investment in an operational plant for the Metals and Carbon
technologies and to fund further acquisition of related
technologies at the earliest possible stage from sources
including University departments and technology incubator
organizations. The Company intends to achieve this by becoming
listed in an equity market which would enable it to raise funds
from professional investors and institutions in the initial
stages prior to a full IPO. At the present, the Company is not
listed on any equity market and there are no applications pending
for such listing.
TECHNOLOGY INVESTMENT
The Company will seek to purchase technology to provide the basis
of the products for Regen Agriculture's initial commercial
implementation. Additional investments and acquisitions will be
made in the future, when and where appropriate, to develop the
Company's technologies. The Company has adopted a policy to
acquire technologies only where the market for those technologies
is already defined and readily available.
There are three technology platforms under development by the
Company. They are as follows:
Remediation of Metals: Three projects have been initiated in a
program with Oxford University and under the auspices of the
UK's, Natural Research Council (which will be added to in due
course) providing the foundation for the development program.
Those areas are remediation of gold, PGMs (platinum group metals)
and zinc. In each area the research has focused upon both a
biological route and a chemically engineered route to the
extraction of residual value in mining waste in such a way as to
improve and sustain the local environment and create no harmful
consequences for it. Proof of principle in each case will result
in the involvement of a commercial interest from prospective
licensees of the technology in the relevant industry for the
metal being remediated. In each case the intellectual protection
of the process will be further secured by protection of elements
in the production process at the point of scaling up to pilot
plant. Additional target metals, including copper, nickel and
cadmium, and related projects will be built upon these three
founding areas in due course following the proof of principle
phase being completed for each. The level of research required
and potential development programs for these metals cannot be
defined at this stage. In addition commercial opportunities
arising from available sources of material to remediate will
influence the focus of further projects.
Agricultural & Land Remediation Systems: The core of this
business will be based upon the acquisition of a range of
products which the company hopes to acquire. The development of
such products includes a laminated growing matrix which provides
a number of beneficial controls to the user including greatly
reduced use of water, improved germination rates, precise and
accurate methods of application for pesticides and herbicides as
well as targeted application of fertilizers, and in commercial
agriculture the reduction of crop management labor and
opportunity to increase yields as well as the number of crops per
season in some cases. In addition the process of planting is
both simple and rapid requiring minimal labor. While commercial
activity will establish the products, further research to develop
a more sophisticated matrix with greater biodegradability will be
undertaken in the first year. In addition, the Company has the
support of the agricultural departments of Hawksbury College
(Western Sydney University, Australia) and Pretoria University in
South Africa. These Universities provide the Company with
technical and trial facilities in their local markets on an
ongoing commercial arrangement under non-disclosure agreements,
enabling climatic, soil and seed variety trials to be conducted
in a controlled environment on behalf of clients.
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Carbon Reactivation Technology:
Activated Carbon (GAC - Granular Activated Carbon) is a high-
performance filtration system normally produced as granules or
powder. GAC is used within the food and drinks industry, water
treatment systems, gas filtration systems and other applications
to remove impurities from a process flow. The filtration
properties of activated carbon are well known World War II gas
masks were charged with GAC to filter out chemical warfare. It
is a relatively expensive commodity which can only be used once.
The Company, in association with its South African joint venture
partners, are developing applications for a patented GAC re-
activation system which allows the carbon to be re-used many
times following low-cost re-processing. The applications
currently being developed are based on a vertically integrated
production and re-activation business which includes the
growing of coconuts (from which GAC is made) to a range of
agricultural products, specialist filtration devices and contract
filtration services.
Market opportunities for these applications are currently being
developed in the UK, South Africa, Australia and Polynesia.
Major players in the brewing, foods and water treatment industry
are in discussion with a view to employing the technology to
optimizing their current usage of GAC.
To assist in the marketing of its technologies the Company has
established links with the UK remediation body CLAIRE. This is a
public organization supported by the UK government, with the
objective of bringing together new remediation technologies with
the owners of contaminated sites in the UK under strictly
controlled, monitored testing projects leading to a
recommendation and promotion of the successful technologies.
While the organization covers a wide range of remediation needs
it can provide those companies approved to run trials under its
auspices with independently assured recommendations and publicity
of the success of trails. Regen has been invited to run trials in
the future, in particular in the areas using the phytoremediation
techniques and metals recovery, on a site selected and monitored
by CLAIRE. The timetable for test remains open to us is over the
next two years. The link to CLAIRE has also been followed in a
similar fashion to the European Union Environment Directorate
DGXI. These contacts open similar opportunities to the ones
offered by CLAIRE for the UK plus the additional opportunity to
be put forward, where the Regen technologies are suitable, in
areas of European Union external overseas investment in
environmental projects.
INTENDED PLAN OF OPERATION
The Company intends to expand its operation by working with
companies in the mining, agriculture and carbon market who are
known and trusted. The Company intends to distribute and market
its technology for each specific area through either a license
arrangement or the establishment of a joint venture depending on
the commercial benefits and constraints of the situation.
Once a joint venture is established the Company will work with a
local organization to develop its business, through their
contacts, and to provide services. In this manner, the Company
intends to earn license fees and ongoing royalty payments.
Additionally, it intends to forge relationships with other
companies where the Company will act as a prime contractor
managing the application of the technology in association with
its partners, and earning revenue through the licensing of the
technology and from the application of the services. The Company
may also obtain revenue from the value in materials recovered
from the application of its technologies, particularly in the
recovery of mining waste where the value of residual metals is
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considerably higher than the revenues from the recovery
processes.
The Company's target for the first year of operation is to
consolidate the contacts it has established in Africa, Australia,
the UK & Europe, and North America and to target and select a
suitable partner to engage in a joint venture.
The Company's sales efforts will be based in the UK but in due
course the Company foresees the establishment of commercial
managers for each territory, who would spend most of their time
on the ground with the local partner organizations. Since the
Company's business is primarily selling the application of its
technology, it prefers to use local skills and talent wherever it
is possible, encouraging the development of local, licensed and
royalty paying businesses.
As a result of implementing this marketing plan, the Company does
not foresee a major growth in personnel. The Company's
operational and research base will remain in the Cambridge area
in the UK and the additional staff employed in the first twelve
months of trading, including the acquisition of Terraseed, should
not exceed 8 persons. Additional support, if needed, may be
obtained by joint venture partners in each of the territories who
already have infrastructures in place at a local level.
Assuming the investment funding is available as expected under
the terms agreed with the investors, the Company expects to be in
a position to operate without further cash injection throughout
the first financial year from the initial infusion of funds. In
the mean time revenues will be generated from commercial activity
in the Metals and Carbon businesses in the next twelve months.
Initial revenues are expected from the metals business during the
last quarter of 1999 while the first operational revenues from
the Carbon business will fall at the end of quarter two 2000.
Should the planned investment funds not be available operations
will not cease with the projects above. The effect would be
constraining on development of short-term revenue and expansion
plans but a short-term contingency plan would be implemented to
ensure our live business opportunities remain in tact while
another source of funds is sought.
The acquisition of alternative funds would be achieved through
equity funding and this would be sought internationally,
reflecting the markets where we will be operating in future. The
resulting delays would effect longer-term development projects in
the metals remediation technology and the hyperaccumulation
research in the land remediation area, delaying our ability to
invest in them. In addition it would delay our ability to
support the vertical integration of the carbon business to
underpin the supply of raw materials for our own plant. However
this could be managed into a short-term effect on revenues
through focusing on acceleration of some of the out-sourced
service installations we recognise as opportunities now.
Item 3. DESCRIPTION OF PROPERTY
The company's administrative offices are located at 1750
Montgomery Street, San Francisco, California 94111. The company
also maintains offices, on a short term rental arrangement, at
Alexander House, 38 Forehill, Ely, Cambridgeshire, CB7 4AF,
United Kingdom The company at this time has no other material
assets or property.
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth the information, to the best
knowledge of the Company as of December 31, 1998, with respect to
each person known by the Company to own beneficially more than 5%
of the Company's outstanding common stock, each director of the
Company and all directors and officers of the Company as a group.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
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Biotechnology &
Healthcare Ventures 2,135,200 20.0%
European Technology
Investments 2,135,200 20.0%
Patrick Foss-Smith 1,676,132 15.7%
Bernard Gray 1,676,132 15.7%
Christopher Every 1,676,132 15.7%
Christopher Knowles 160,140 1.5%
The Company has been advised that each of the persons listed
above has sole voting, investment, and dispositive power over the
share indicated above. Percent of Class (third column above) is
based on 10,676,000 shares of common stock outstanding as of the
date of this filing.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
Position(s) Held and
Name Age Duration of Service Family Relation
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Chris Every 46 President and Director None
Patrick Foss-Smith 45 Vice-President and
Director None
Bernard Grey 62 Vice-President and
Director None
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected
and qualified. There are no agreements with respects to the
election of directors.
Set forth below is certain biographical information regarding the
Company's executive officers and directors:
Chris Every, President, has a successful career in sales and
marketing, predominantly in the industrial and business to
business areas, working up to board level management roles. His
career includes sales and marketing roles for Wiggins Teape
(paper and coated materials), National Starch Corporation of
America (a Unilever subsidiary group and world leader in
packaging and converting adhesives), International Marine
Coatings (a Courtaulds subsidiary group coating over one third of
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the worlds ships) and GEC (fractional horsepower motors). In
1985, Chris Every began operating as an independent management
consultant and worked for a wide range of clients including
Electrolux, Entre Computers, Promo Ticket Promotions Ltd and
Ashridge Management College. From 1988 to 1991 he took a long
term role with Williams Holdings PLC, running a group of
subsidiaries, in the communications and office equipment sector
in the UK and Europe, which were awaiting disposal following
their purchase of the GBP350M Pilgrim House Group. He has provided
consultancy in the UK and Europe to major companies and
government bodies on strategic management, sales, marketing and
IT projects.
Patrick Foss-Smith, Vice President, is an engineer and brings a
wide range of practical experience to the team in the area of
waste management in particular. He was trained as a marine
engineer with the merchant marine, later joining the army as a
Royal Engineer gaining experience in heavy civil engineering
projects, overseas road building projects and a specialization in
explosives. On leaving the Army he moved into the field of waste
management with George Wimpey PLC, taking responsibility for the
design and building of specialist road and rail plant including,
a pyrophoric catalyst screening rig, inert entry life support
vehicle, TRACVAC - a rail mounted cleaning plant and a single
pass cleaning platform for London Underground. He then moved to
a role responsible for the conveying of high pressure water
jetting and vacuum wastes for such areas as the petroleum
industry. He became an independent consultant in 1985 and has
since built a successful career and reputation for himself with a
wide range of clients bringing the opportunity to broaden his
already extensive experience still further.
Bernard Gray is a mechanical engineer with experience in general
management in the automotive and related component manufacturing
industries. He began his senior management career as Deputy
Chief Engineer of TRW UK, moving to Japan to take a senior role
with the TRW business there and then back to Europe as Director
of Engineering Europe. In 1985 he moved to Gleason Corporation,
USA, and took contributed to that company's revival by
restructuring that company's international business. In 1988 he
returned to the UK as Technical Director at the Parkfield Group
plc. In 1990 he established the European base for a paper
engineering business manufacturing automotive components for the
largest paper manufacturer from Japan. In the last year he has
moved into independent management consultancy with clients
including Volvo, Lear Corporation and other automotive industry
specialists.
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Patrick Foss Smith, Bernard Gray, and Chris Every were founding
members of the Atrium group of companies and involved in the
development of the business/technology concept from the
beginning, in 1997. In addition to these three main officers the
company is strengthening the management team through appointing a
number of additional Directors. These include, Arthur Johnson,
main shareholder and Director of our South African partners,
Carbon Cor (Pty) Ltd who was asked to join the Board in January
1999, and Professor Chris Knowles of Oxford University, also in
January 1999.
In the course of the next quarter we are appointing; Ms Libby
Cooper, a very experienced environmental lawyer and UK qualified
company secretary as Company Secretary and Mr Bill Gerard, a well
recognized non executive director with prominent career success
in the biotechnology industry and current directorships of a
number of successful companies in the UK and Europe.
The three senior officers commitment to Regen is as follow:
Chris Every will be devoting full time effort to Regen with the
exception of occasional days fulfilling existing obligations as a
non executive / non full time Director of two other UK companies.
Both these roles are derived from his past career in consultancy
and are not significant contributors to his annual income.
Patrick Foss Smith will be devoting full time effort to Regen
with the exception of occasional days fulfilling non executive /
consultant roles derived from his past as a waste management
consultant. These connections are seen to be of great value to
Regen, in developing industry and market contacts and business
opportunities.
H Bernard Gray expects during the first year of operation to
spend over sixty percent of his time being involved with Regen
business. This percentage for year two will develop to almost
full time as progress is made on projects during year one.
Chris Knowles will be providing ongoing scientific and
technological support to the management on the basis of three to
four days a month as and when required.
As the various technology platforms develop each will require
further operational management within its specific subsidiary
company and the appropriate management to develop it to market as
effectively as possible. In the light of this the directors and
officers are already targeting suitable managers to employ. In
addition Mr David Holloway will join with the Terraseed
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acquisition as the Managing Director of the Regen Agriculture
subsidiary.
To the best knowledge of management, during the past five years,
no present or former director or executive officer of the
Company:
(1) filed a petition under the federal bankruptcy laws or any
state insolvency law, nor had a receiver, fiscal agent or similar
officer appointed by a court for the business or present of such
a person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any
corporation or business association of which he was an executive
officer within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations and
other minor
offenses);
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
form or otherwise limiting, the following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, associated person of any of the
foregoing, or as an investment advisor, underwriter, broker or
dealer in securities, or as an affiliated person, director of any
investment company, or engaging in or continuing any conduct or
practice in connection with such activity; (ii) engaging in any
type of business practice; or (iii) engaging in any activity in
connection with the purchase or sale of any security or commodity
or in connection with any violation of federal or state
securities laws or federal commodity laws;
(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or
state authority barring, suspending, or otherwise limiting for
more than 60 days the right of such person to engage in any
activity described above under this Item, or to be associated
with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment in
subsequently reversed, suspended, or vacate;
<PAGE>
<PAGE>
(6) was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such
civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.
The Company's Common Stock is registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in connection therewith, directors,
officers, and beneficial owners of more than 10% of the Company's
Common Stock are required to file on a timely basis certain
reports under Section 16 of the Exchange Act as to their
beneficial ownership of the Company's Common Stock. The
following table sets forth, as of the date of this report, the
name and relationship of each person who is required to file on
a timely basis any reports required pursuant to Section 16 of
the Exchange Act:
Name Position Report to be
filed
- ---- --------- ------------------
Biotechnology &
Healthcare Ventures 20.0% ownership Form 3
European Technology
Investments 20.0% ownership Form 3
Patrick Foss Smith 15.7% ownership Form 3
Bernard Gray 15.7% ownership Form 3
Christopher Every 15.7% ownership Form 3
Item 6. EXECUTIVE COMPENSATION
SUMMARY
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. The Company will pay the following compensation
packages to its three operational directors as set forth above:
* A basic salary of $85,000 per year
* Fully expensed vehicle and other operating expenses
* Healthcare and insurance packages
COMPENSATION TABLE: None; no form of compensation was paid to any
officer or director prior to the acquisition of Atrium.
<PAGE>
<PAGE>
CASH COMPENSATION:
There was no cash compensation paid to any director or executive
officer of the Company during the two fiscal years ended June 30,
1998.
BONUSES AND DEFERRED COMPENSATION: None.
COMPENSATION PURSUANT TO PLANS: None.
PENSION TABLE: None.
OTHER COMPENSATION: None.
COMPENSATION OF DIRECTORS: Compensation is paid to the three
operational directors as set forth above.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT:
There are no compensatory plans or arrangements of any kind,
including payments to be received from the Company, with respect
to any person which would in any way result in payments to any
such person because of his or her resignation, retirement, or
other termination of such person's employment with the Company or
its subsidiaries, or any change in control of the Company, or a
change in the person's responsibilities following a change in
control of the Company.
Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
WITH MANAGEMENT AND OTHERS.
During the year 1997 to 1998 the acquisition of the Atrium Group
of Companies resulted in the three Directors of the Atrium Group
of Companies, Christopher Every, Patrick Foss Smith, and Bernard
Gray acquiring shares in the Regen Group of Companies to the
values detailed below.
Under the terms of the acquisition transaction the three Atrium
Directors acquired shares in Regen at a value of 10 cents each
for the Atrium Companies as follows:
Atrium Director Number of Share % Regen Shares
Issued
Patrick Foss-Smith 1,676,132 15.7%
Bernard Gray 1,676,132 15.7%
Christopher Every 1,676,132 15.7%
In addition each of these individuals became a officer of Regen
Environmental Inc as detailed earlier in this filing.
Apart from this transaction to the best of Management's
knowledge, during the fiscal year ended December 31, 1997 and
1998, there was no further material transactions, or series of
similar transactions, since the beginning the Company's last
fiscal year, or any currently proposed transactions, or series of
similar transactions, to which the Company was or is to be a
party, in which the amount involved exceeds $60,000, and in which
any director or executive officer, or any security holder who is
known by the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an
interest.
CERTAIN BUSINESS RELATIONSHIPS:
During the fiscal years ended December 31, 1997 and 1998, there
were no material transactions between the Company and its
management.
INDEBTEDNESS OF MANAGEMENT:
To the best of Management's knowledge, during the fiscal years
ended December 31, 1997 and 1998, there were no material
transactions, or series of similar transactions, since the
beginning of the Company's last fiscal year, or any currently
proposed transactions, or series of similar transactions, to
which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive
officer, or any security holder who is known by the Company to
own of record or beneficially more than 5% of any class of the
company's common stock, or any member of the immediate family of
any of the foregoing persons, has an interest.
TRANSACTIONS WITH PROMOTERS:
To the best Knowledge of management, no such transactions exist.
Item 8. LEGAL PROCEEDINGS
No legal proceedings are pending at this time.
Item 9. MARKET PRICE OF AND DIVIDENDS FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company is not aware of any quotations for its common stock,
now or at any time within the past two years. At December 31,
1998, there were approximately 146 holders of record of the
issued and outstanding shares of Issuer's common stock. Issuer
has never paid a dividend on its outstanding equity. The Company
currently has no established public trading market for its common
stock. The Company plans to obtain a listing on NASDAQ at the
earliest opportunity following successful registration with the
SEC.
Item 10. RECENT SALES OF UNREGISTERED SECURITIES
The Company in April 1997 performed a private placement of its
shares pursuant to Rule 504 of Regulation D 504 of the Securities
Act of 1933 whereby it issued 1,200,000 shares of its common
stock. On October 20, 1998, the Company conducted a 7.5 to 1
reverse split of its shares of common stock and, subsequent to
its merger with Atrium Group of Companies Limited, issued
10,000,000 shares of common stock to the shareholders of Atrium
pursuant to the terms of the parties' agreement. An additional
100,000 shares of the Company's stock were issued to consultants
of the Company since the acquisition of Atrium Group.
Item 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED
The securities of the registrant to be registered are 10,676,000
shares of voting common stock, $0.01 par value, no dividend.
Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification of Directors and Officers of the Company are
provided under Section XI of the Company's By-laws, a copy of
which is attached hereto as an Exhibit 3. Additionally, Delaware
General Corporation Law provides for the indemnification of
Directors and Officers performing duties at the request of the
Company.
<PAGE>
<PAGE>
Item 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL INFORMATION
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and
Stockholders of Regen Environmental Inc.
We have audited the accompanying balance sheet of Regen
Environmental, Inc. (a development stage company) as of December
31, 1998, and the related statements of loss, cash flows and
shareholders' equity for the e year then ended, and for the
period from December 19, 1996 (inception) to December 31, 1998.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an.
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standard require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidences supporting
the amounts and disclosures in the financial statements, An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Regen Environmental, Inc., as of December 31, 1998, and the
results of its operations and its cash flows for the year then
ended and for the period from December 19, 1996 (inception) to
December 31, 1998 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, the Company has losses
from operations and a net capital deficiency, which raise
substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters also are
described in Notes 2 and 4. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
Graf Repetti & Co., LLP
New York, New York
January 13, 1999
<PAGE>
<PAGE>
REGEN ENVIRONMENTAL, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
<S> <C> <C>
AS OF AS OF
DEC. 1998 DEC. 1997
ASSETS
Current Assets
Cash $ 0 $ 0
Other Current Assets 0 0
---------- ---------
Total Current Assets 0 0
Other Assets 0 0
---------- ---------
Total Assets $ 0 $ 0
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable $ 0 0
Accrued Expenses 5,150 100
----------- ---------
Total Current Liabilities $5,150 $ 100
Other Liabilities 0 0
----------- ---------
Total Liabilities $5,150 100
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding 4,325,000
Shares 4,325 4,325
Additional Paid in Capital 23,300 15,800
Deficit Accumulated During
the Development Stage (32,775) (20,225)
---------- -----------
Total Stockholders' Equity ( 5,150) (100)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 0 0
The accompanying notes are an integral part of these financial
statements
</TABLE>
<PAGE>
<PAGE>
REGEN ENVIRONMENTAL, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF LOSS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
For the Year For the Year
Ended Ended
December 31, 1998 December 31, 1997
------------- -------------
<S> <C> <C>
TOTAL REVENUES: $ 0 $ 0
---------- ----------
OPERATING EXPENSES:
Accounting 5,000 15,125
Legal 7,500 5,000
Filing Fee 50 50
Other Start Up Costs 0 0
---------- ----------
Total Operating Expenses 12,550 20,175
---------- ----------
Operating Loss $(12,550) $(20,175)
---------- ----------
OTHER INCOME (EXPENSES):
Other Income 0 0
---------- ----------
NET LOSS $(12,550) $(20,225)
NET LOSS PER SHARE $ (0.02) $(0.04)
---------- ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 576,000 4,164,521
---------- ----------
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
REGEN ENVIRONMENTAL, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
For the Year For the Year
Ended Ended
December 31, 1998 December 31, 1997
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $(12,550) $(20,175)
-------- --------
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Legal Services 7,500 5,000
Changes in Assets and
Liabilities Increase in
Accounts Payable and Accrued
Expenses 5,050 50
-------- --------
Total Adjustments 12,550 5,050
-------- --------
Net Cash Used in
Operating Activities 0 (15,125)
-------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Additional Paid In Capital 0 0
Proceeds from Insurance of
Common Stock 0 0
-------- --------
Net Cash Provided by
Financing Activities 0 0
-------- --------
Net Change in Cash 0 0
Cash at Beginning of Period 0 0
Cash at End of Period $ 0 $ 0
-------- --------
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Cash Paid During the Period
for Interest Expense $ 0 $ 0
-------- --------
Corporate Taxes $ 0 $ 0
-------- --------
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
REGEN ENVIRONMENTAL, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Total
COMMON STOCK ISSUED Additional Accumulated
Shareholders'
SHARES PAR VALUE Paid in Cap Deficit
Equity
- -------------------------------------------------------------
<S> <C> <C> <C> <C>
<C>
ISSUANCE OF
3,125,000
SHARES
JANUARY 3, 1997 3,125,000 $ 3,125 $ 0 $ 0
$ 3,125
ISSUANCE OF
1,200,000
SHARES
FEBRUARY 10, 1997 1,200,000 1,200 10,800 0
12,000
NET LOSS
FOR THE
PERIOD FROM
INCEPTION TO
DECEMBER 31, 1997 0 0 5,000
(20,225) (15,225)
- -----------------------------------------------------------
BALANCE
DECEMBER 31, 1997 4,325,000 4,325 15,800
(20,225) ( 100)
NET LOSS
FOR THE
YEAR ENDED
DECEMBER 31, 1998 0 0 7,500
(12,550) ( 5,050)
- -----------------------------------------------------------
BALANCE
DECEMBER 31, 1998 4,325,000 $4,325 $23,300
$(32,775) $( 5,150)
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
REGEN ENVIRONMENTAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. Description of Company
Regen Environmental, Inc. ("the Company") is a for profit
corporation incorporated under the laws of the State of Delaware
on December 19, 1996. Regen Environmental's principal objective
is to identify, develop and market emergent bioenvironmental
technologies.
B. Basis of Presentation
Financial statements are prepared on the accrual basis of
accounting. Accordingly, revenue is recognized when earned and
expenses when incurred.
C. Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company
considers all short-term investments with maturity of three
months or less to be cash equivalents.
D. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that, affect certain reported
amounts and disclosures. Accordingly actual results could differ
from these estimates. Significant estimates in the financial
statements include the assumption that the Company will continue
as a going concern. See Notes 2 and 4.
NOTE 2 - LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional, capital, and ultimately, having net income.
The Company's limited operating history including its losses and
no revenues, primarily reflect the operations of its early stage.
As a result, the Company had from time of inception to December
31, 1998 no revenue and a net loss from operations of $32,775.
As of December 31, 1998 the Company had a net capital deficiency
of $5,150.
The Company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses and to fund costs associated with the
start up of its bioenvironmental technologies. It is not
anticipated that the Company will be able to meet its financial
obligations through internal net revenue in the foreseeable
future. Regen Environmental Inc., does not have a working
capital line of credit with any financial institution.
Therefore, future sources of liquidity will be limited to the
Company's ability to obtain additional debt or equity funding.
See Note 4.
NOTE 3 - EARNINGS PER SHARE
For the Year From Inception
Ended To
December 31, 1998 December 31, 1998
---------------------------------------
Net Loss per share $(0.00) $(0.01)
NOTE 4 - SUBSEQUENT EVENTS
On October 20, 1998, the Company entered into an agreement
whereby it agreed to purchase 100 percent of the issued and
outstanding stock of Atrium Group of Companies Ltd., a company
incorporated under the laws of England. Atrium Group is a
developmental stage company with no assets and approximately
$52,000 of liabilities as of November 30, 1998. The agreement
calls for a one-for 7.5 reverse split of Regen's currently
outstanding shares. Regen will then issue 10,000,000
post-reverse split shares with a par value of $10,000 to the
shareholders of Atrium Group in exchange for 100 percent of the
issued and outstanding stock of Atrium Group. An additional
100,000 shares of post-reverse split shares will be issued to
consultants in connection with the purchase. After the agreement
closes, Regen will have 10,676,000 shares of stock outstanding.
The agreement is subject to terms that were not met until January
13, 1999.
Also on October 20, 1998, the Company signed two notes payable.
One note for $850,000 is due to Europoean Technology Investments,
Ltd. In return, Regen will receive $850,000 in loans from ETI
over a one-year period as Regen achieves performance milestones.
The other note for $800,000 is due to Biotechnology &
Healthcare Ventures, Ltd. In return, Regen will receive $800,000.
in loans B&HVL over a one-year period as Regen achieves
performance milestones. The following terms apply to both notes:
1) no interest shall accrue during the first 36 months of the
loan period; 2) For the 24 months after the first 36-month
period, interest only shall be paid. quarterly in arrears
computed quarterly on the unpaid balance at the U.S. Federal
Reserve prime rate; 3) At the end of 60 months, the principle
amount of each note shall be payable, at the discretion of the
REI board, either in a lump sum of cash, or the equivalent value
in shares of Regen, with the price per share being computed as
the average share price over the last 5 trading days prior to the
note being paid. The principal amount of the note to ETI is
$850,000; the principal amount of the note, to B&HVL is $800,000,
Each note is dependent on the closing of the acquisition
agreement between Regen and Atrium. As described above, not all
terms were met until January 13, 1999 therefore no asset or
liability has been recorded on the financial statements. The
principal amounts are due more than five years after the date of
the financial statements.
ETI and B&HVL will each be issued 2,135,000 shares of Regen
stock under the agreement to purchase Atrium Group. All of this
stock will be held in an escrow account as security for payment
of the loans to Regen.
<PAGE>
<PAGE>
REGEN ENVIRONMENTAL INC.
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
As Of As Of
March 31, 1999 Dec. 31, 1998
(Unaudited) (Audited)
--------------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash $ 0 $0
Other Current Assets 0 0
_________ ________
Total Current Assets 0 0
Other Assets
Deferred Charges 4,270 0
Investment in ASA Biotech.
(Note 6) 9 0
_________ ________
TOTAL ASSETS $4,279 $0
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 0 $0
Accrued Expenses - Note 4 54,761 5,150
_________ ________
Total Liabilities $54,761 $5,150
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding
14,946,000 Shares 14,946 4,325
Additional Paid in Capital 72,099 23,300
Deficit Accumulated During the
Development Stage (137,527) (32,775)
_________ ________
Total Stockholders' Equity $(50,482) $(5,150)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 4,279 $0
</TABLE>
The accompanying notes and accountant's report are an integral
part of these financial statements.
<PAGE>
<PAGE>
REGEN ENVIRONMENTAL INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)
<TABLE>
For the 3 Mos Ended For the 3 Mos Ended
March 31 Sep. 31
1999 1998 1998 1997
------------------------------------------
<S> <C> <C> <C> <C>
TOTAL REVENUES: $ 0 0 0 N/A
OPERATING EXPENSES:
Accounting 0 0 0 N/A
Legal 0 0 0
Rent Expense 0 0 0
Filing Fee 13 13 13
Contributed Svcs 50,000 0 0
________ _______ ________ ________
NET LOSS (50,013) (13) ( 13) N/A
Deficit Beginning of
Period (32,775) (20,225) (20,250)
Adjustment to Deficit
for purchase of
Atrium Group (54,739) 0 0
________ _______ ________ ________
Deficit End of
Period (137,527) (20,238) (20,263)
NET LOSS PER SHARE (.01) (.00) (.00)
Weighted Average
Number of Shares
Outstanding 12,870,333 4,325,000 4,325,000
</TABLE>
The accompanying notes and accountant's report are an integral
part of these financial statements.
<PAGE>
<PAGE>
REGEN ENVIRONEMTNAL INC.
STATEMENT OF CASH FLOWS (unaudited)
<TABLE>
For the 3 mos For the 3 mos
Ended Ended
to to
Mar. 31, 1999 Mar. 31, 1998
________________________________________
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $(50,013) $ (13)
Adjustments to Reconcile Net Loss
to Net Cash Used in operating
Activities:
Capital Stock Issued for
Contributed Services 50,000
Additional Paid in Capital
Contributed by Shareholders
For:
Payment of Accounts Payable 5,150
Changes in Assets and Liabilities
Increase in Accounts Payable and
Accrued Expenses 49,611 13
________ ________
Total Adjustments 104,761 0
Net Cash Provided by
Operating Activities 54,748 0
Cash Flow From
Financing Activities:
Proceeds from Issuance of
Common Stock 4,270 0
Increase in Deferred Charge (4,270) 0
_________ __________
Net Cash Used in
Operating Activities 0 0
Cash Flow From
Investing Activities
Investment in ASA Biotech ( 9) 0
Increase in Deficit Resulting
From Purchase of Atrium Group
Of Companies (54,739) 0
__________
Net Cash Used in
Investing Activities (54,748)
Net Change in Cash 0 0
Cash at Beginning of Period 0 0
Cash at End of Period $ 0 0
Supplemental Disclosure of
Cash Flow Information
Cash Paid During the Period for
Interest Expense 0 0
Corporate Taxes $ 0 0
</TABLE>
The accompanying notes and accountant's report are an integral
part of these financial statements.
<PAGE>
<PAGE>
REGEN ENVIRONMENTAL INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. Description of Company
REGEN ENVIRONMENTAL INC., ("the Company") is a for-profit
corporation, incorporated under the laws of the State of
Delaware on December 19, 1996. On February 17, 1997 the
Company's name was changed to Total Golf Inc. On April 16, 1998
its name was changed to Tallman Supply Inc. On November 11,
1998, its name was changed to Regen Environmental Inc. The
Company's principal objective is to identify, develop and market
emergent bioenvironmental technologies.
B. Basis of Presentation
Financial statements are prepared on the accrual basis of
accounting. Accordingly, revenue is recognized when earned and
expenses when incurred.
C. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could
differ from these estimates. Significant estimates in the
financial statements include the assumption that the Company will
continue as a going concern. See Notes 2, 4 and 5.
NOTE 2 - LIQUIDITY
The Company viability as a going concern is dependent upon
raising additional capital, and ultimately, having net
income. The Company's limited operating history,
including its losses and no revenues, primarily reflect the
operations of its early stage. As a result, the Company had
from time of inception to March 31, 1999 no revenue and a net
loss from operations of ($137,536). As of March 31,
1999, the Company had a net capital deficiency of ($50,491).
The Company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses and to fund costs associated with the
start up of its telecommunications operations. It is not
anticipated that the Company will be able to meet its financial
obligations through internal net revenue in the foreseeable
future. The Company does not have a working capital line of
credit with any financial institution. Therefore, future sources
of liquidity will be limited to the Company's ability to obtain
additional debt or equity funding. See Note 4.
NOTE 3 - EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED FROM INCEPTION TO
MARCH 31, 1999 MARCH 31, 1999
Net Loss Per Share $ (0.00) $(0.03)
NOTE 4 - PURCHASE AGREEMENT
On October 20, 1998, the Company entered into an agreement
whereby it agreed to purchase 100 percent of the issued and
outstanding stock of Atrium Group of Companies Ltd., a company
incorporated under the laws of England on December 16, 1997.
Atrium Group is a developmental stage company with no assets and
approximately $52,000 of liabilities as of November 30, 1998.
Atrium Group has four subsidiaries, each incorporated under the
laws of England in November 1997. The subsidiaries are: Atrium
Metals Ltd., Atrium Agriculture Ltd., Atrium Healthcare Ltd., and
Atri Ltd. After the purchase, the subsidiaries' names will
change to Regen Metals Ltd., Regen Agriculture Ltd., Regen Carbon
Tech Ltd., and Regen Solutions Ltd., respectively.
The agreement between Regen and Atrium Group calls for a one-for
7.5 reverse split of Regen's currently outstanding shares
resulting in 576,000 shares outstanding. Regen will then issue
10,000,000 post-reverse split shares with a par value of $10,000
to the shareholders of Atrium Group in exchange for 100 percent
of the issued and outstanding stock of Atrium.
The Company will account for the purchase agreement transaction
as a capital transaction rather than a business combination.
Additional paid in capital will be reduced for the $10,000 par
value of the stock Regen will issue in exchange for the
outstanding stock of Atrium. Regen will record Atrium Group's
accrued expenses of $54,748 as its own liabilities with a
corresponding increase in Regen's Deficit. No goodwill or other
intangible asset will be recorded. Upon consummation of the
transaction, Regen's prior historic financial statements will
reflect Atrium Group's historic financial statements.
An additional 100,000 shares of post-reverse split shares will be
issued to Eagle Ventures for consulting servies rendered in
connection with the purchase agreement. From December 1, 1998 to
January 13, 1999 Eagle Ventures is providing advice regarding
Atrium's technologies and future possibilities of those
technologies. The fair market value of the services rendered is
$50,000 which will be recognized as an expense upon issuance of
the stock. The issuance of stock to Eagle Ventures Ltd., is
contingent upon closing of the purchase agreement.
The purchase agreement is subject to an assessment of some of the
metals remediation technologies under development. Confirmation
of satisfactory results in early 1999 allowed completion of the
purchase agreement on January 13, 1999.
NOTE 5 - NOTES PAYABLE AND SUBSEQUENT EVENTS
Also on October 20, 1998, the Company signed two notes payable.
One note for $850,000 is due to Europoean Technology Investments,
Ltd. ("ETI"). In return, Regen will receive $850,000 in loans
from ETI over a one-year period as Regen achieves performance
milestones listed below. The other note for $800,000 is due to
Biotechnology & Healthcare Ventures, Ltd. In return, Regen will
receive $800,000 in loans BHV over a one-year period as Regen
achieves performance milestones.
<PAGE>
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors Atrium Group of Companies Limited
To the Board of Directors and
Stockholders of Atrium Group of Companies Limited
We have audited the accompanying balance sheet of Atrium Group of
Companies Limited (a development stage company) as of November
30, 1998, and the related statements of loss, cash flows and
shareholders' equity for the year then ended, and for the
period from December 16, 1997 (inception) to November 30, 1998.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an.
opinion on these financial statements based on our audits.
We conducted our audit in accordance with generally accepted
auditing standards. Those standard require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidences supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Atrium Group of Companies Limited as of November 30, 1998, and
the results of its operations and its cash flows for the year
then ended in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, the Company has losses
from operations and a net capital deficiency, which raise
substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters also are
described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
Graf Repetti & Co., LLP.
New York, New York
June 3, 1999
<PAGE>
<PAGE>
ATRIUM GROUP OF COMPANIES LTD.
(A Development Stage Company)
BALANCE SHEET
NOVEMBER 30, 1998
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Current Assets
Cash $ 0
Other Current Assets 0
----------
Total Current Assets 0
Other Assets
Investment in ASA Biotechnologies
(Note 5) 9
----------
Total Assets $ 0
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable $ 0
Accrued Expenses 54,748
-----------
Total Liabilities $54,748
Stockholders' Equity
Common Stock, $.61 par value,
Authorized 100,000 Shares;
Issued and Outstanding 100 Shares 60
Deficit Accumulated During
the Development Stage (54,800)
Translation Adjustments 1
----------
Total Stockholders' Equity (54,739)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 9
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
ATRIUM GROUP OF COMPANIES LIMITED
(A Development Stage Company)
STATEMENT OF LOSS AND COMPREHENSIVE LOSS
FROM DECEMBER 16, 1997 (INCEPTION) TO NOVEMBER 30, 1998
<TABLE>
<CAPTION>
<S> <C>
TOTAL REVENUES: $ 0
----------
OPERATING EXPENSES:
Research and Development 51,153
Professional Fee - Accountant 2,400
Other Start Up Costs 1,247
----------
Total Operating Expenses 54,800
----------
Operating Loss $(54,800)
----------
OTHER INCOME (EXPENSES):
Foreign Currency Translation
Adjustments 1
----------
NET LOSS $(54,799)
NET LOSS PER SHARE $(588.24)
----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 93.16
----------
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
ATRIUM GROUP OF COMPANIES LIMITED
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FROM DECEMBER 16, 1997 (INCEPTION) TO NOVEMBER 30, 1998
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $(54,800)
--------
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Changes in Assets and
Liabilities Increase in
Accounts Payable and Accrued
Expenses 54,748
--------
Total Adjustments 54,748
--------
Net Cash Used in
Operating Activities ( 52)
--------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Investment in
ASA Biotechnologies ( 9)
--------
Net Cash Used by
Investing Activities ( 9)
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from Insurance of
Common Stock 60
--------
Net Cash Provided by
Financing Activities 60
--------
Effect of Exchange Rate
Changes on Cash 1
--------
Net Change in Cash 0
Cash at Beginning of Period 0
Cash at End of Period $ 0
--------
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Cash Paid During the Period
for Interest Expense $ 0
--------
Corporate Taxes $ 0
--------
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
ATRIUM GROUP OF COMPANIES LIMITED
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Total
COMMON STOCK ISSUED Additional Accumulated
Shareholders'
SHARES PAR VALUE Paid in Cap Deficit
Equity
- --------------------------------------------------------------
<S> <C> <C> <C> <C>
<C>
ISSUANCE OF
100 SHARES
JANUARY 8, 1998 100 $ 60 $ 0 $ 0
$ 60
NET LOSS FOR THE
PERIOD FROM
INCEPTION TO
NOVEMBER 30, 1998 0 0 0 (54,799)
(54,799)
- --------------------------------------------------------------
BALANCE
NOVEMBER 30, 1998 100 60 0 (54,799)
(54,739)
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
ATRIUM GROUP OF COMPANIES LIMITED
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. Description of Company
Atrium Group of Companies Limited ("the Company") is a
for-profit corporation incorporated under the laws of England on
December 16, 1997. The Company's principal objective is to
identify, develop, and market emergent bioenvironmental
technologies. Atrium Group has four subsidiaries, each
incorporated under the laws of England in November 1997. The
subsidiaries are: Atrium Metals Ltd., Atrium Agriculture Ltd.,
Atrium Healthcare Ltd., and Atri Ltd. After closing of the
purchase agreement described in Note 4, the subsidiaries' names
will change to Regen Metals Ltd., Regen Agriculture Ltd., Regen
Carbon Tech Ltd., and Regen Solutions Ltd., respectively.
B. Basis of Presentation
Financial statements are prepared on the accrual basis of
accounting. Accordingly, revenue is recognized when earned and
expenses when incurred. Amounts which are refundable or subject
to future performance obligations are not recognized as revenue.
C. Cash and Cash Equivalent
For purposes of the statements of cash flows, the Company
considers all short term investments with maturity of three
months or less to be cash equivalents.
D. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principals requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could
differ from these estimates. Significant estimates in the
financial statements include the assumption that the Company will
continue as a going concern. See Notes 2 and 4.
E. Changes During the Period in Accumulated Other
Comprehensive Income for Cumulative Translation
Adjustments
Beginning Cumulative Translation Adjustments $0
Ending Cumulative Translation Adjustments $1
F. Consolidation Policy
The accompanying consolidated financial statements
include the accounts of the company and all of its wholly owned
and majority owned subsidiaries. There were no inter-company
transactions to eliminate in consolidation.
NOTE 2 - Liquidity
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company's limited operating history, including its losses and
no revenues, primarily reflect the operations of its early stage.
As a result, the Company has from time of inception to November
30, 1998 no revenue and a net loss from operations of $54,809.
As of November 30, l999 the Company had a net capital deficiency
of $54,748.
The Company requires additional capital principally to meet
its costs, for the implementation of its business plan, for
general and administrative expenses and to fund costs associated
with the start up of its bioenviromnental technologies. It is
not anticipated that the Company will be able to meet its
financial obligations through internal net revenue in the
foreseeable future. Atrium Group of Companies, Limited does not
have a working capital line of credit with any financial
institution. Therefore future sources of liquidity will be
limited to the Company's ability to obtain additional debt or
equity funding. See Note 4.
NOTE 3 - Earnings Per Share
From December 16, 1997 (Inception)
To November 30, 1998
Net Loss per share $(588.32)
Net loss per share as presented represents both basic and
diluted. The Company has not granted any options, warrants or
other common stock equivalents.
NOTE 4 - Subsequent Events
On October 20, 1998, the Company entered into an agreement
whereby it agreed to be purchased by Regen Environmental, Inc, a
company incorporated under the laws of the State of Delaware.
Regen Environmental, Inc., is a developmental. stage company with
no assets and $5,150 of liabilities as of December 31, 1998. The
agreement calls for a one-for 7.5 reverse split of Regen's
currently outstanding shares resulting in 576,000 shares
outstanding. Regen will then issue 10,000,000 post-reverse split
shares with a par value of $10,000 to the shareholders of Atrium
Group in exchange for 100 percent of the issued and outstanding
stock of Atrium Group.
Regen will account for the purchase agreement transaction as a
capital transaction rather than a business combination.
Additional paid in capital will be reduced for the $10,000 par
value of the stock Regen will issue in exchange for the
outstanding stock of Atrium. Regen will record Atrium Group's
accrued expenses of $54,748 as its own liabilities with a
corresponding increase in Regen's Deficit. No goodwill or other
intagible asset will be recorded. Upon consummation of the
transaction, Regen's prior historic financial statements will
reflect Atrium Group's historic financial statements.
An additional 100,000 shares of post-reverse split shares of
Regen will be issued to consultants in connection with the
purchase agreement. From December 1, 1998 to January 13, 1999
Eagle Ventures is providing advice regarding Atrium's
technologies and future possibilities of those technologies. The
fair market value of the services rendered is $50,000 which will
be recognized as an expense upon issuance of the stock. The
issuance of stock to Eagle Ventures Ltd., is contingent upon
closing of the purchase agreement.
The purchase agreement is subject to an assessment of some of the
metals remediation technologies under development. Confirmation
of satisfactory results in early 1999 allowed completion of the
purchase agreement on January 13, 1999.
Also on October 20, 1998 Regen Environmental, Inc signed two
notes payable. One note for $850,000 is due to European
Technology Investments, Ltd. In return, Regen will receive
$850,000 in loans, from ETI over a one-year period as Regen
achieves performance milestones. The other note for $800,000 is
due to Biotethnology & Healthcare Ventures, Ltd. In return, Regen
will receive $800,000 in loans from B&HVL over a one-year period
as Regen achieves performance milestones.
The following terms apply to both notes: 1) No interest shall
accrue during the first 36 months of the loan period. 2) For the
24 months after the first 36-month period, interest only shall be
paid quarterly in arrears computed quarterly on the unpaid
balance at the U.S. Federal Reserve prime rate. 3) At the end of
60 months the principal amount of each note shall be payable at
the discretion of the REI board, either in a lump sum of cash or
the equivalent value in shares of Regen, with the price per share
being computed as the average share price over the last 5 trading
days prior to the note being paid.
Regen intends to account for the interest payments by the use of
the interest method based on the five year life of the notes.
Interest expense will be recorded in each period the loan is
outstanding at an interest rate such that the present value of
the interest expense over the life of the loan equals the present
value of the interest payments required under the terms of the
notes.
The principal amount of the note to ETI is $850,000; the
principal amount of the note to B&HVL is $800,000. Each note is
dependent on the closing of the acquisition agreement between
Regen and Atrium which took place as described above on January
13, 1999. No cash was received by Regen from either ETI or BHV
as of December 31, 1998. Therefore no asset or liability has
been recorded on the financial statements. The principal amounts
are due more than five years after the date of the financial
statements.
ETI and B&HVL will be each be issued 2,135,000 shares of Regen
stock under the agreement to purchase Atrium Group. These
4,270,000 shares will be valued at their par value of $4,270 upon
issuance, with a corresponding asset on the balance sheet called
deferred charges representing the cost of issuing the notes.
These deferred charges will be amortized over the five-year life
of the notes.
These 4,270,000 shares will be held in escrow accounts as
security for payment of the loans to Regen. The fair value of
the shares at the time they are released from escrow will be
recognized as a charge to income in that period.
After the purchase agreement closes, Regen will have 14,946,000
shares of stock outstanding.
NOTE 5 - INVESTMENT IN ASA BIOTECHNOLOGIES
In November of 1998, Atrium Group invested $9 in a joint venture
in South Africa named ASA Biotechnologies (Pty) Ltd. Formerly
known as Carbon Dynamics, the joint venture is authorized to
issue 1,000 shars of RSA 1 Rand par value. Atrium Group and
Carbon Cor (Pty) Ltd. of South Africa each own 50 of the 100
outstanding shares of ASA Biotechnologies. The joint venture has
had not activity through November 30, 1998, therefore there is no
pro-forma information to be included in Atrium's financial
statements.
<PAGE>
<PAGE>
Item 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
No changes in and disagreements with accountants on accounting
and financial disclosure.
Item 15. FINANCIAL STATEMENTS, EXHIBITS AND
REPORTS ON FORM 8-K
(A) FINANCIAL STATEMENTS
The Following financial statements are filed as part of this
registration statement:
Balance Sheet
Statement of Loss
Statement of Cash Flows
Statement of Shareholders' Equity (Deficit)
Selected Financial Data
(B) EXHIBITS AND INDEX OF EXHIBITS
The following exhibits are included in Item 13(c). Other
exhibits have been omitted since the required information is not
applicable to the registrant.
EXHIBIT
3 Certificate of incorporation and by-laws
10 Material Contracts
11 Statement regarding computation of per share
earnings
27 Financial Data Schedule
(C) REPORTS ON FORM 8-K
No Report on Form 8-K was filed during the fourth quarter of the
period for which this Annual Report is filed.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
REGEN ENVIRONMENTAL INC.
- ----------------------
(Registrant)
Date: December 22, 1999
By: /s/ Patrick Foss-Smith
----------------------
President
ARTICLE I - OFFICES
Section 1. The registered office of the corporation in the
State of Delaware shall be at 1050 South State Street,
Dover, Delaware 19901. The registered agent in charge
thereof shall be Corp. America Inc.
Section 2. The corporation may also have offices at such
other places as the Board of Directors may from time to
time appoint or the business of the corporation may
require.
ARTICLE II - SEAL
Section 1. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware".
ARTICLE III - STOCKHOLDERS'MEETINGS
Section 1. Meetings of stockholders shall be held at the
registered office of the corporation in this state or at such
place, either within or without this state, as may be selected
from time to time by the Board of Directors.
Section 2. ANNUAL MEETINGS: The annual meeting of the
stockholders shall be held on the 30th day of December in each
year if not a legal holiday, and if a legal holiday, then on the
next secular day following at 11 o'clock a.m.., when they shall
elect a Board of Directors and transact such other business as
may properly be brought before the meeting. If the annual
meeting for election of directors is not held on the date
designated therefor, the directors shall cause the meeting to be
held as soon thereafter as convenient.
Section 3. ELECTION OF DIRECTORS: Elections of the directors of
the corporation will be by written ballot.
Section 4. SPECIAL MEETINGS: Special meetings of the stock-
holders may be called at any time by the President, or the Board
of Directors, or stockholders entitled to cast votes at the
particular meeting. At any time, upon written request of any
person or persons who have duly called a special meeting, it
shall be the duty of the Secretary to fix the date of the
meeting, to be held not more than sixty days after receipt of
the request, and to give due notice thereof. If the Secretary
shall neglect or refuse to fix the date of the meeting and give
notice thereof, the person or persons calling the meeting may do
so.
Business transacted at all special meetings shall be confined to
the objects stated in the call and matters germane thereto,
unless all stockholders entitled to vote are present and
consent.
Written notice of a special meeting of stockholders stating the
time and place and object thereof, shall be given to each
stockholder entitled to vote thereat at least 14 days before
such meeting, unless a greater period of notice is required by
statute in a particular case.
Section 5. QUORUM: A majority of the outstanding shares of
the corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders.
If less than a majority of the outstanding shares entitled to
vote is represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally
noticed. The stockholders present at a duly organized meeting
may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.
Section 6. PROXIES: Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize
another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it
is irrevocable and if, and only as long as, it is coupled with
an interest sufficient in law to support an irrevocable proxy
regardless of whether the interest with which it is coupled is
an interest in the stock itself or an interest in the
corporation generally. All proxies shall be filed with the
Secretary of the meeting before being voted upon.
Section 7. NOTICE OF MEETINGS: Whenever stockholders are
required or permitted to take any action at a meeting, a written
notice of the meeting shall be given which shall state the
place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting
is called.
Unless otherwise provided by law, written notice of any meeting
shall be given not less than ten nor more than sixty days before
the date of the meeting to each stockholder entitled to vote at
such meeting.
Section 8. CONSENT IN LIEU OF MEETINGS: Any action required to
be taken at any annual or special meeting of stockholders of a
corporation, or any action which may be taken at any annual or
special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed
by the holders of outstanding stock having not less that the
minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders
who have not consented in writing.
Section 9. LIST OF STOCKHOLDERS: The officer who has charge of
the stock ledger of the corporation shall prepare and make, at
least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of
each stockholder. No share of stock upon which any installment
is due and unpaid shall be voted at any meeting. The list shall
be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
ARTICLE IV - DIRECTORS
Section 1. The business and affairs of this corporation
shall be managed by its Board of Directors, three in number.
The directors need not be residents of this state or
stockholders in the corporation. They shall be elected by the
stockholders at the annual meeting of stockholders of the
corporation, and each director shall be elected for the term of
one year, and until his successor shall be elected and shall
qualify or until his earlier resignation or removal.
Section 2. REGULAR MEETINGS: Regular meetings of the Board
shall be held without notice at the registered office of the
corporation, or at such other time and place as shall be
determined by the Board.
Section 3. SPECIAL MEETINGS: Special Meetings of the Board
may be called by the President on 14 days notice to each
director, either personally or by mail or by telegram; special
meetings shall be called by the President or Secretary in like
manner and on like notice on the written request of a majority
of the directors.
Section 4. QUORUM: A majority of the total number of
directors shall constitute a quorum for the transaction of
business.
Section 5. CONSENT IN LIEU OF MEETING: Any action required
or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a
meeting if all members of the board or committee, as the case
may be, consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board or
committee. The Board of Directors may hold its meetings, and
have an office or offices, outside of this state.
Section 6. CONFERENCE TELEPHONE: One or more directors may
participate in a meeting of the Board, of a committee of the
Board or of the stockholders, by means of conference telephone
or similar communications equipment by means of which all
persons participating in the meeting can hear each other;
participation in this manner shall constitute presence in person
at such meeting.
Section 7. COMPENSATION: Directors, as such, shall not receive
any stated salary for their services, but by resolution of the
Board, a fixed sum and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the
Board PROVIDED, that nothing herein contained shall be construed
to preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
Section 8. REMOVAL: Any director or the entire Board of
Directors may be removed, with or without cause, by the holders
of a majority of the shares then entitled to vote at an election
of directors, except that when cumulative voting is permitted,
if less than the entire Board is to be removed, no director may
be removed without cause if the votes cast against his removal
would be sufficient to elect him if then cumulatively voted at
an election of the entire Board of Directors, or, if there be
classes of directors, at an election of the class of directors
of which he is a part.
ARTICLE V - OFFICERS
Section 1. The executive officers of the corporation shall
be chosen by the directors and shall be a President, Secretary
and Treasurer. The Board of Directors may also choose a
Chairman, one or more Vice Presidents and such other officers as
it shall deem necessary. Any number of offices may be held by
the same person.
Section 2. SALARIES: Salaries of all officers and agents of
the corporation shall be fixed by the Board of Directors.
Section 3. TERM OF OFFICE: The officers of the corporation
shall hold office for one year and until their successors are
chosen and have qualified. Any officer or agent elected or
appointed by the Board may be removed by the Board of Directors
whenever, in its judgment, the best interest of the corporation
will be served thereby.
Section 4. PRESIDENT: The President shall be the chief
executive officer of the corporation; he shall preside at all
meetings of the stockholders and directors; he shall have
general and active management of the business of the
corporation, shall see that all orders and resolutions of the
Board are carried into effect, subject, however, to the right of
the directors to delegate any specific powers, except such as
may be by statute exclusively conferred on the President, to any
other officer or officers of the corporation. He shall execute
bonds, mortgages and other contracts requiring a seal, under the
seal of the corporation. He shall be EX-OFFICIO a member of all
committees, and shall have the general power and duties of
supervision and management usually vested in the office of
President of a corporation.
Section 5. SECRETARY: The Secretary shall attend all sessions of
the Board and all meetings of the stockholders and act as clerk
thereof, and record all the votes of the corporation and the
minutes of all its transactions in a book to be kept for that
purpose, and shall perform like duties for all committees of the
Board of Directors when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and of the
Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or President, and under
whose supervision he shall be. He shall keep in safe custody
the corporate seal of the corporation, and when authorized by
the Board, affix the same to any instrument requiring it.
Section 6. TREASURER: The Treasurer shall have custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation, and shall keep the moneys of the corporation in a
separate account to the credit of the corporation. He shall
disburse the funds of the corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall
render to the President and directors, at the regular meetings
of the Board, or whenever they may require it, an account of all
his transactions as Treasurer and of the financial condition of
the corporation.
ARTICLE VI - VACANCIES
Section 1. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, shall
be filled by the Board of Directors. Vacancies and newly
created directorships resulting from an increase in the
authorized number of directors may be filled by a majority of
the directors then in office, although less than a quorum, or by
a sole remaining director. If at any time, by reason of death
or resignation or other cause, the corporation should have no
directors in office, then any officer or any stockholder or an
executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the
person or estate of a stockholder, may call a special meeting of
stockholders in accordance with the provisions of these By-
law's.
Section 2. RESIGNATIONS EFFECTIVE AT FUTURE DATE: When one
or more directors shall resign from the Board, effective at a
future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective.
ARTICLE VII - CORPORATE RECORDS
Section 1. Any stockholder of record, in person or by
attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual
hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its
other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean a purpose reasonably
related to such person's interest as a stockholder. In every
instance where an attorney or other agent shall be the person
who seeks the right to inspection, the demand under oath shall
be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on behalf
of the stockholder. The demand under oath shall be directed to
the corporation at its registered office in this state or at its
principal place of business.
ARTICLE VIII - STOCK CERTIFICATES, DIVIDEND, ETC.
Section 1. The stock certificates of the corporation shall
be numbered and registered in the share ledger and transfer
books of the corporation as they are issued. They shall bear
the corporate seal and shall be signed by the President and
Secretary.
Section 2. TRANSFERS: Transfers of shares shall be made on the
he books of the corporation upon surrender of the certificates
therefor, endorsed by the person named in the certificate or by
attorney, lawfully constituted in writing. No transfer shall be
made which inconsistent with law.
Section 3. LOST CERTIFICATE: The corporation may issue a new
certificate of stock in the place of any certificate signed by
it, alleged to have been lost, stolen or destroyed, and the
corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the
corporation a bond sufficient to indemnify it against any claim
that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of
such new certificate.
Section 4. RECORD DATE: In order that the corporation may
determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board
of Directors may fix, in advance, a record date, which shall not
be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other
action.
If no record date is fixed-.
(a) The record date for determining stockholders
entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day
next preceding the day on which notice is given, if
notice is waived, at the close of business on the day
next preceding the day on which the meeting is held.
(b) The record date for determining stockholders
entitled to express consent to corporate action in
writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on
which the first written consent is expressed.
(c) The record date for determining stockholders for
any other purpose shall be at the close of business on
the day on which the Board of Directors adopts the
resolution relating thereto.
(d) A determination of stockholders of record
entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
Section 5. DIVIDENDS: The Board of Directors may declare
and pay dividends upon the outstanding shares of the
corporation, from time to time and to such extent as they deem
advisable, in the manner and upon the terms and conditions
provided by statute and the Certificate of Incorporation.
Section 6. RESERVES: Before payment of any dividend there may
be set aside out of the net profits of the corporation such sum
or sums as the directors, from time to time, in their absolute
discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interests
of the corporation, and the directors may abolish any such
reserve in the manner in which it was created.
ARTICLE IX - MISCELLANEOUS PROVISIONS
Section 1. CHECKS: All checks or demands for money and notes of
the corporation shall be signed by such officer or officers as
the Board of Directors may from time to time designate.
Section 2. FISCAL YEAR: The fiscal year shall begin on the first
day of January.
Section 3. NOTICE: Whenever written notice is required to
be given to any person, it may be given to such person, either
personally or by sending a copy thereof through the mail, or by
telegram, charge prepaid, to his address appearing on the books
of the corporation, or supplied by him to the corporation for
the purpose of notice. If the notice is sent by mail or by
telegraph, it shall be deemed to have been given to the person
entitled thereto when deposited in the United States mail or
with a telegraph office for transmission to such person. Such
notice shall specify the place, day and hour of the meeting and,
in the case of a special meeting of stockholders, the general
nature of the business to be transacted.
Section 4. WAIVER OF NOTICE: Whenever any written notice is
required by statute, or by the Certificate or the By-law's of
this corporation, a waiver thereof in writing, signed by the
person or persons entitle to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the
giving of such notice. Except in the case of a special meeting
of stockholders, neither the business to be transacted at nor
the purpose of the meeting need be specified in the waiver of
notice of such meeting. Attendance of a person either in person
or by proxy, at any meeting shall constitute a wavier of notice
of such meeting, except where a person attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened.
Section 5. DISALLOWED COMPENSATION Any payments made to an
officer or employee of the corporation such as a salary,
commission, bonus, interest, rent, travel or entertainment
expense incurred by him, which shall be disallowed in whole or
in part as a deductible expense by the Internal Revenue Service,
shall be reimbursed by such officer or employee to the
corporation to the full extent of such disallowance. It shall
be the duty of the directors, as a Board, to enforce payment of
each such amount disallowed. In lieu of payment by the officer
or employee, subject to the determination of the directors,
proportionate amounts may be withheld from his future
compensation payments until the amount owed to the corporation
has been recovered.
Section 6. RESIGNATIONS: Any director or other officer may
resign at any time, such resignation to be in writing and to
take effect from the time of its receipt by the corporation,
unless some time be fixed in the resignation and then from that
date. The acceptance of a resignation shall not be required to
make it effective.
ARTICLE X - ANNUAL STATEMENT
Section 1. The President and the Board of Directors shall
present at each annual meeting a full and complete statement of
the business and affairs of the corporation for the preceding
year. Such statement shall be prepared and presented in
whatever manner the Board of Directors shall deem advisable and
need not be verified by a Certified Public Accountant.
ARTICLE XI - INDEMNIFICATION AND INSURANCE:
Section 1. (a) RIGHT TO INDEMNIFICATION. Each person who
was or is made a party or is threatened to be made a party or is
involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigation (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a
director or officer, of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a
director, officer, employee or agent, shall be indemnified and
held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment), against all
expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in paragraph (b)
hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or
part thereof) was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to
be paid by the Corporation the expenses incurred in defending
any such proceeding in advance of its disposition: provided,
however, that, if the Delaware General Corporation Law requires,
the payment of such expenses incurred by a director or officer
in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such
person while a director or officer), to repay all amounts so
advanced if it shall ultimately be determined that such director
or officer is not entitled to be indemnified under this Section
or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of
the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
(b) RIGHT OF CLAIMANT TO BRING SUIT: If a written claim under
paragraph (a) of this Section has been received by the
Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the
claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition
where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the
standards of conduct which make it permissible under the
Delaware Corporation law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior
to the commencement of such action that indemnification of the
claimant is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) that the claimant has not met such
applicable standard or conduct, shall be a defense to the action
or create a presumption that the claimant has not met the
applicable standard or conduct.
(c) Notwithstanding any limitation to the contrary contained in
sub-paragraphs (a) and (b) of this section, the corporation
shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, indemnify any and all persons
whom it shall have power to indemnify under said section from
and against any and all of the expenses, liabilities or other
matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be
entitled under any By-law, agreement, vote of stockholders or
disinterested Directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such a person.
(d) INSURANCE: The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee
or agent of the Corporation or another corporation, partnership,
joint venture, trust or other enterprise against any such
expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
ARTICLE XII - AMENDMENTS
Section 1. These By-Laws may be amended or repealed by the vote
of stockholders entitled to cast at least a majority of the
votes which all stockholders are entitled to cast thereon, at
any regular or special meeting of the stockholders, duly
convened after notice to the stockholders of that purpose.
December 22, 1999
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Re: Regen Environmental Inc.
Form 10-SB, filed June 11, 1999
File no. 0-25263
Dear Sir/Madam:
The following sets forth the Company's responses to the SEC's
comment letter dated September 17, 1999 which have been
incorporated into a Form 10SB-12G/A filed on behalf of the
Company:
Item 1 - Description of Business
1. The Company's activities are being developed as vertically
integrated products contributing to a bioenvironmental portfolio.
That is to say we are seeking, wherever possible, to develop and
produce the raw materials to feed our primary business of
remediation. For example we are planning the facilities to
manufacture new activated carbon product in locations where
suitable coconut is grown to feed our reactivation business
around the world with the new material necessary to maintain
working volumes of the granular activated carbon in client's
filtration systems. Similarly in the metals remediation area we
will have the rights to manufacture the biologically produced
adsorbent materials to feed our remediation systems where the
size of the project and its duration make this economically
sensible. This type of vertically integrated approach, where we
control the production of our raw materials as well as the
remediation process for our clients enables us to protect our
technology from our competitors involvement in our business as
suppliers to it. We also gain the advantage of controlling our
own competitive commercial position with our clients in terms of
price, service levels and supply lines.
2. There are no assurances that the Company will be able to
implement its business plan or continue its operations as an
ongoing concern. There is also no guarantee that, even if the
Company is able to implement its business plan, its operations
will result in profitability in the near or long term.
3. To assist in the marketing of its technologies the Company
has established links with the UK remediation body CLAIRE. This
is a public organization supported by the UK government, with the
objective of bringing together new remediation technologies with
the owners of contaminated sites in the UK under strictly
controlled, monitored testing projects leading to a
recommendation and promotion of the successful technologies.
While the organization covers a wide range of remediation needs
it can provide those companies approved to run trials under its
auspices with independently assured recommendations and publicity
of the success of trails. Regen has been invited to run trials in
the future, in particular in the areas using the phytoremediation
techniques and metals recovery, on a site selected and monitored
by CLAIRE. The timetable for test remains open to us is over the
next two years. The link to CLAIRE has also been followed in a
similar fashion to the European Union Environment Directorate
DGXI. These contacts open similar opportunities to the ones
offered by CLAIRE for the UK plus the additional opportunity to
be put forward, where the Regen technologies are suitable, in
areas of European Union external overseas investment in
environmental projects.
4. Assuming the investment funding is available as expected
under the terms agreed with the investors, the Company expects to
be in a position to operate without further cash injection
throughout the first financial year from the initial infusion of
funds. In the mean time revenues will be generated from
commercial activity in the Metals and Carbon businesses in the
next twelve months. Initial revenues are expected from the
metals business during the last quarter of 1999 while the first
operational revenues from the Carbon business will fall at the
end of quarter two 2000.
Should the planned investment funds not be available operations
will not cease with the projects above. The effect would be
constraining on development of short-term revenue and expansion
plans but a short-term contingency plan would be implemented to
ensure our live business opportunities remain in tact while
another source of funds is sought.
The acquisition of alternative funds would be achieved through
equity funding and this would be sought internationally,
reflecting the markets where we will be operating in future. The
resulting delays would effect longer-term development projects in
the metals remediation technology and the hyperaccumulation
research in the land remediation area, delaying our ability to
invest in them. In addition it would delay our ability to
support the vertical integration of the carbon business to
underpin the supply of raw materials for our own plant. However
this could be managed into a short-term effect on revenues
through focusing on acceleration of some of the out-sourced
service installations we recognise as opportunities now.
5. During the year 1997 to 1998 the acquisition of the Atrium
Group of Companies resulted in the three Directors of the Atrium
Group of Companies, Christopher Every, Patrick Foss Smith, and
Bernard Gray acquiring shares in the Regen Group of Companies to
the values detailed below.
Under the terms of the acquisition transaction the three Atrium
Directors acquired shares in Regen at a value of 10 cents each
for the Atrium Companies as follows:
Atrium Director Number of Share % Regen Shares
Issued
Patrick Foss-Smith 1,676,132 15.7%
Bernard Gray 1,676,132 15.7%
Christopher Every 1,676,132 15.7%
In addition each of these individuals became a officer of Regen
Environmental Inc as detailed earlier in this filing.
Apart from this transaction to the best of Management's
knowledge, during the fiscal year ended December 31, 1997 and
1998, there was no further material
transactions, or series of similar transactions, since the
beginning the Company's last fiscal year, or any currently
proposed transactions, or series of similar transactions, to
which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive
officer, or any security holder who is known by the Company's
common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
CERTAIN BUSINESS RELATIONSHIPS:
During the fiscal years ended December 31, 1997 and 1998, there
were no material transactions between the Company and its
management.
6. The requested changes have been made and instructions
followed.
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ACQUISITION AGREMENT
AGREEMENT dated __ October 1998 ("the Agreement"), by, between
and among TALLMAN SUPPLY INC, a company incorporated under the
laws of the state of Delaware (herein referred to as TALLMAN),
the persons listed on Exhibit A attached hereto and made a
part hereof, being all of the shareholders and executive
officers of TALLMAN (hereinafter referred to as "MANAGEMENT");
ATRIUM GROUP OF COMPANIES LTD, a company incorporated under
the laws of England and Wales (hereinafter referred to as
"AGC"); and the persons listed on Exhibit "A" attached hereto
and made a part hereof, (hereinafter referred to as the
"SELLERS").
WHEREAS, the SELLERS own a total of 100 shares of common
stock, $.01 par value, of AGC, said shares being 100% of the
issued and outstanding common stock of AGC.
WHEREAS, the SELLERS desire to sell and TALLMAN desires to
purchase one hundred (100%) percent of such shares.
NOW, THEREFORE, in consideration of the mutual convenants,
agreements, representations and warranties herein contained,
the parties hereby agree as follows:
1. Purchase and Sale - The SELLERS hereby agree to sell,
transfer, assign and convey to TALLMAN and TALLMAN hereby
agrees to purchase and acquire from the SELLERS, a total of
100 shares of common stock of AGC, which equates one hundred
percent (100%) percent of all of AGC's currently issued and
outstanding common stock (the AGC Common Shares"), in a tax-
free stock-for-stock acquisition.
2. Purchase Price - The aggregate purchase price to be paid
by TALLMAN for the AGC Common Shares shall be 10,000,000
post-reverse split shares of TALLMAN $0.01 par value voting
common stock (the "TALLMAN Common Shares"). The TALLMAN
Common Shares will be issued to the individual SELLERS in
accordance with Exhibit "A-1" attached hereto.
3. Warranties Representations and Covenants of AGC and AGC
PRINCIPALS - In order to induce TALLMAN to enter into this
Agreement and to complete the transaction contemplated
hereby, AGC and its principal executive officers
(hereinafter referred to as the "AGC PRINCIPALS", jointly
and severally warrant and represent to TALLMAN that:
(a) Organization and Standing AGC is a corporation duly
organized, validly existing and in a good standing under
the laws of the United Kingdom, is qualified to do
business as a foreign corporation in every other state or
jurisdiction in which it operates to the extent required
by the laws of such states and jurisdictions, and has
full power and authority to carry on its business as now
conducted and to own and operate its assets, properties
and business. Attached hereto as Exhibit "B" are true
and correct copies of AGC's Certificate of Incorporation,
amendments thereto and all current \by-laws of AGC. No
changes thereto will be made in any of the Exhibit "B"
documents before the closing. AGC has no subsidiaries
except as listed or any investments or ownership
interests in any corporation, partnership, joint venture
or other business enterprise which is material to its
business.
(b) Capitalization As of the Closing Date of AGC's entire
authorized equity capital consists of 100 shares of GBP1 par
value, of which 100 shares of Common Stock will be
outstanding as of the Closing. As of the Closing Date,
there will be no other voting or equity securities
authorized or issued, nor any authorized or issued
securities convertible into voting stock, and no outstanding
subscriptions, warrants, calls, options, rights, commitments
or agreements by which AGC or the SELLERS are bound, calling
for the issuance of any additional shares of common stock or
any other voting or equity security, except as set forth in
Exhibit "AGC-S", attached hereto. The 100 issued and
outstanding AGC Common Shares to be transferred by SELLERS
constitutes one hundred (100%) percent of the currently
issued and outstanding shares of Common Stock of AGC, which
includes inter-claim, that same percentage of AGC's voting
power, right to receive dividends, when, as and if declared
and paid, and the right to receive the proceeds of
liquidation attributable to common stock, if any.
(c) Ownership of AGC Shares Each SELLER warrants and
represents, severally, that as of the date hereof, such
SELLER is the sole owner of the AGC Common Shares listed by
his or her name on Exhibit "A-1", free and clear of all
liens, encumbrances, and restrictions whatsoever, except
that the AGC Common Shares so listed have not been
registered under the Securities Act of 1933, as amended (the
"33 Act"), or any applicable State Securities laws. By
SELLERS' transfer of the AGC Common Shares to TALLMAN
pursuant to this Agreement. TALLMAN will thereby acquire
100% of the outstanding capital stock of AGC, free and clear
of all liens, encumbrances and restrictions of any nature
whatsoever, except by reason of the fact that the AGC Common
Shares will not have been registered under the '33 Act, or
any applicable State securities laws.
(d) Taxes AGC has filed all federal, state and local income
or other tax returns and reports that it is required to file
with all governmental agencies, wherever situate, and has
paid or accrued for payment all taxes as shown on such
returns, such that a failure to file, pay or accrue will not
have a material adverse effect on AGC. AGC's income tax
returns have never been audited by any authority empowered
to do so.
(e) Pending Actions There are no known material legal
actions, lawsuits, proceedings or investigations, either
administrative or judicial, pending or threatened, against
or affecting AGC, or against the AGC PRINCIPALS that arrive
out of their operation of AGC, except as described in
Exhibit "C" attached hereto. AGC is not knowingly in
material violation of any law, material ordinance or
regulation of any kind whatever, including, but not limited
to laws, rules and regulations governing the sale of its
services, the 33 Act, the Securities Exchange Act of 1934,
as amended (the "34 Act"), the Rules and Regulations of the
U.S. Securities and Exchange Commission ("SEC"), or the
Securities Laws and Regulations of any state or nation.
(f) Government and Regulation AGC holds the licenses and
registrations set forth on Exhibit "D" hereto from the
jurisdictions set forth therein, which licenses and
registrations are all of the licenses and registrations
necessary to permit AGC to conduct its current business.
All of such licenses and registrations are in full force and
effect, and there are no proceedings, hearings or other
actions pending that may affect the validity or continuation
of any of them. No approval of any other trade or
professional association or agency of government other than
as set forth on Exhibit "D" is required for any of the
transactions effected by this Agreement, and the completion
of the transactions contemplated by this Agreement will not,
in and of themselves, affect or jeopardize the validity or
continuation of any of them.
(g) Ownership of Assets Except as set forth in Exhibit "E"
attached hereto, AGC has good, marketable title, without any
liens or encumbrances of any nature whatever, to all of the
following, if any; assets, properties and rights of every
type and description, including, without limitation, all
cash on hand and in banks, certificates of deposit, stocks,
bonds, and other securities, good will, customer lists, its
corporate name and all variants thereof, trademarks and
trade names, copyrights and interests thereunder, licenses
and registrations, pending licenses and permits and
applications therefor, inventions, processes, know-how,
trade secrets, real estate and interests therein and
improvements thereto, machinery, equipment, vehicles, notes
and accounts receivable, fixtures, rights under agreements
and leases, franchises, all rights and claims under
insurance policies and other contracts of whatever nature,
rights in funds of whatever nature, books and records and
all other property and rights of every kind and nature owned
or held by AGC as of this date, and will continue to hold
such title on and after the completion of the transactions
contemplated by this Agreement; nor, except in the ordinary
course of its business, has AGC disposed of any such asset
since the date of the most recent balance sheet described in
Section 3(0) of this Agreement.
(h) No Interest in Suppliers, Customers, Landlords or
Competitors Neither the AGC PRINCIPALS nor any member of
their families have any material interest of any nature
whatever in any supplier, customer, landlord or competitor
of AGC.
(i) No Debt Owed by AGC to AGC PRINCIPALS Except as set forth
in Exhibit "F" attached hereto, AGC does not owe any money,
securities, or property to either the AGC PRINCIPALS or any
member of their families or to any company controlled by
such a person, directly or indirectly. To the extent that
AF+GC may have any undisclosed liability to pay any sum or
property to any such person or equity or any member of their
families such liability is hereby forever irrevocably
released and discharged.
(j) Complete Records All of AGC's books and records,
including, without limitation, its books of account,
corporate records, minute book, stock certificate books and
other records are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all
material respects since its date of incorporation.
(k) No Misleading Statements or Omissions Neither this
Agreement nor any financial statement, exhibit, schedule or
document attached hereto or presented to TALLMAN in
connection herewith, contains any materially misleading
statement or omits any fact or statement necessary to make
the other statements or facts therein set forth not
materially misleading.
(l) Validity of this Agreement All corporate and other
proceedings required to be taken by the SELLERS and by AGC
in order to enter into and carry out this Agreement have
been duly and properly taken. This Agreement has been duly
executed by the SELLERS and by AGC, and constitutes the
valid and binding obligation of each of them, enforceable in
accordance with its terms except to the extent limited by
applicable bankruptcy, reorganization, insolvency,
moratorium or other laws relating to or effecting generally
the enforcement of creditors rights. The execution and
delivery of this Agreement and the carrying out of its
purposes will not result in the breach of any of the terms
and conditions of, or constitute a default under or violate,
AGC's Certificate of Incorporation or By-Laws, or any
material agreement, lease, mortgage, bond, indenture,
license or other material document or undertaking, oral or
written, to which AGC or the SELLERS is a party or is bound
or may be affected, nor will such execution, delivery and
carrying out violate any law, rule or regulation or any
order, with injunction or decree, of any court, regulatory
agency or other governmental body; and the business now
conducted by AGC can continue to be so conducted after
completion of the transaction contemplated hereby, with AGC
as a wholly owned subsidiary of TALLMAN.
(m) Concepts and Approvals: Compliance with Laws Neither AGC
nor the SELLERS are required to make any filing with, or
obtain the consent or approval of, any person or entity as a
condition to the consummation of the transactions
contemplated by this Agreement. The business of AGC has
been operated in material compliance with all laws, rules,
and regulations applicable to its business, including,
without limitation, those related to securities matters,
trade matters, environmental matters, public health and
safety, and labor and employment.
(n) Access to Books and Records TALLMAN will have full and
free access to AGC's books during the course of this
transaction prior to Closing, during regular business hours,
on reasonable notice.
(o) AGC Financial Statements Before the Closing, AGC's
audited financial statements as of and for the period from
inception to September 30, 1998, will be provided to TALLMAN
and will be annexed hereto as Exhibit "G"; the AGC financial
statements will accurately describe AGC's financial position
as of the dates thereof. The AGC financial statements will
have been prepared in accordance with generally accepted
accounting principles in the United States ("GAAP") (or as
permitted by regulation S-X, S-B, and/or the rules
promulgated under the 33 Act and the 34 Act) and for the
period from inception to September 30, 1998 audited by
independent certified public accountants with SEC
experience.
(p) AGC's Corporate Summary AGC's Business Plan, dated August
1998 (attached hereto as Exhibit "L") accurately describes
AGC's business assets, proposed operations and management as
of the date thereof; since the date of the Corporate Plan,
there has been no material adverse change in the Business
Plan and no material adverse change in AGC; provided that no
warranties or representations are made as to any financial
projections.
4. Warranties, representations and Covenants of TALLMAN AND
MANAGEMENT OF TALLMAN ("MANAGEMENT") In order to induce the
SELLERS and AGC to enter into this Agreement and to complete
the transaction contemplated hereby, TALLMAN AND MANAGEMENT
jointly and severally warrant, represent and covenant to AGC
and SELLERS that :
(a) Organization and Standing TALLMAN is a corporation
duly organized, validly existing and in good standing
under the laws of the State of Delaware, will be
qualified to do business as a foreign corporation in
every other state and jurisdiction in which it operates
to the extent required by the laws of such states or
jurisdictions, and will have full power and authority
to carry on its business as now conducted and to own
and operate its assets, properties and business.
TALLMAN has no subsidiaries or any other investments or
ownership interests in any corporation, partnership,
joint venture or other business enterprise.
(b) Capitalization TALLMAN's entire authorized equity
capital consists of 25,000,000 shares of voting common
stock, $0.01 par value. As of the Closing, after
giving effect to (I) the proposed one-for-7.5 reverse
split of TALLMAN's 4,325,000 currently outstanding
shares into 576,000 shares; and (II) the issuance of
10,000,000 post-reverse split shares to the SELLERS as
described in Section 2 herein; (III) the issuance of
100,000 post-reverse split shares to the Consultants
described in Section 12 hereof, TALLMAN will have
authorized 25,000,000 shares of Common Stock, par value
$0.01; and will have issued and outstanding 10,676,000
shares of voting common stock, $0.01 par value and no
shares of preferred stock issued. Upon issuance, all
of the TALLMAN Common Stock will be validly issued,
fully paid and non-assessable. The relative rights and
preferences of TALLMAN's equity securities are set
forth on the Certificate of Incorporation, as amended
and TALLMAN's By-laws (Exhibit "H" hereto). There are
no other voting or equity securities authorized or
issued, not any authorized or issued securities
convertible into voting stock, and no outstanding
subscriptions, warrants, calls, options, rights,
commitments or agreements by which TALLMAN is bound,
calling for the issuance of any additional shares of
common stock or any other voting or equity security.
The By-laws of TALLMAN provide that a simple majority
of the shares voting at a stock holders' meeting at
which a quorum is present may elect all of the
directors of TALLMAN. Cumulative voting is not
provided for by the By-Laws or Certificate of
Incorporation of TALLMAN. Accordingly, as of the
Closing the 10,000,000 shares being issued to and
acquired by the SELLERS will constitute 93.7% of the
10,676,000 shares of TALLMAN which will then be issued
and outstanding (including all consulting fees) which
includes, inter alia, that same percentage of TALLMAN's
voting power (subject to the provisions regarding
cumulative rights), right to receive dividends, when,
as and if declared and paid, and the right to receive
the proceeds of liquidation attributable to common
stock, if any.
(c) Ownership of Shares By TALLMAN's issuance of the
TALLMAN Common Shares to the SELLERS pursuant to this
Agreement, the SELLERS will thereby acquire good,
absolute marketable title thereto, free and clear of
all liens, encumbrances and restrictions of any nature
whatsoever, except by reason of the fact that such
TALLMAN shares will not have been registered under the
33 Act, or any applicable state securities laws.
(d) Significant Agreements TALLMAN is not and will not
at Closing be bound by any of the following:
(i) Employment, advisory or consulting contract
(except as described in Section 12 herein).
(ii) Plan providing for employee benefits of
any nature.
(iii) Lease with respect to any property or
equipment.
(iv) Contract of commitments for any current
expanditure.
(v) Contract or commitment pursuant to which it has
assumed, guaranteed, endorsed or otherwise become
liable for any obligation of any other person,
firm or organization.
(vi) Contract, agreement, understanding,
commitment or arrangement either than in the
normal course of business, not set forth in the
Agreement or an Exhibit hereto.
(vii) Agreement with any person relating to the
dividend, purchase or sale of securities, that has
not been settled by the delivery of payment of
securities when due, and which remains unsettled
upon the date of this Agreement.
(e)Taxes TALLMAN has filed all federal, state and local
income or other tax returns and reports that it is
required to file with all governmental agencies,
wherever situate, and has paid all taxes as shown
on such returns. All of such returns are true and
complete. TALLMAN's income tax returns have never
been audited by say authority empowered to do so.
(f)Absence of Liabilities As of the Closing Date
TALLMAN will have no liabilities of any kind or
nature, fixed or contingent, except for the costs,
including legal and accounting fees and other
expenses, in connection with this transaction, for
which TALLMAN agrees to be responsible and to pay
in full at or before the Closing.
(g)No Pending Actions To the best of management's
knowledge, there are no legal actions, lawsuits,
proceedings or investigations, either
administrative or judicial, pending or threatened
against or affecting TALLMAN, or against any of
the TALLMAN MANAGEMENT and arising out of their
operation of TALLMAN. TALLMAN has been in
compliance with, and has not received notice of
violation of any law, ordinance of any kind
whatever, including, but not limited to, the 33
Act, the Rules and Regulations of the SEC, or the
Securities Laws and Regulations of any sale.
TALLMAN is not an investment company as defined
in, or otherwise subject to regulation under, the
Investment Company Act of 1940. TALLMAN is not
required to file reports pursuant to either
Section 13 or Section 15 (d) of the 34 Act.
(h)Corporate Records All of TALLMAN's books and
records, including, without limitation, its books
of account, corporate records, minute book, stock
certificate books and other records are up-to-date
complete and reflect accurately and fairly the
conduct of its business in all respects since its
date of incorporation; all of said books and
records will be made available for inspection by
AGC's authorized representatives prior to the
Closing as provided by Section 4(I) herein, and
will be delivered to TALLMAN's new management at
the Closing.
(i)No Misleading Statements or Omissions Neither
this agreement nor any financial statement,
exhibit, schedule or document attached hereto or
presented to AGC in connection herewith contains
any materially misleading statement, or omits any
fact or statement necessary to make the other
statements or facts therein set forth not
materially misleading.
(j)Validity of this Agreement All corporate and
other proceedings required to be taken by TALLMAN
in order to enter into and to carry out this
Agreement will have been duly and properly taken
at or before the Closing. This Agreement has been
duly executed by TALLMAN, constitutes a valid and
binding obligation of TALLMAN enforceable in
accordance with its terms. The execution and
delivery of this Agreement and the carrying out of
its purposes will not result in the breach of any
of the terms or conditions of, or constitute a
default under or violate, TALLMAN's Certificate of
Incorporation or By-Laws, or any agreement, lease,
mortgage, bond, indenture, license or other
document or undertaking, oral or written, to which
TALLMAN is a party or is bound or may be affected
nor will such execution, delivery and carrying out
violate any law, rule or regulation or any order,
writ, injunction or decree of any court,
regulatory agency or other governmental body.
(k)Consents and Approvals, Compliance with Laws
Except for the notices to be filed as described in
Section 7(a)(v) herein, neither AGC nor MANAGEMENT
is required to make any filing with, or obtain the
consent or approval of, any person or entity as a
condition to the consummation of the transactions
contemplated by this Agreement. The business of
TALLMAN has been operated in compliance with all
laws, rules and regulations applicable to its
business, including, without limitation, those
related to securities matters, trade matters,
environmental matters, public health and safety,
and labor and employment.
(l)Access to Books and Records AGC and SELLERS
will have full and free access to AGC's books and
records during the course of this transaction
prior to and at the Closing on reasonable notice.
(m)TALLMAN Financial Statements At or before the
Closing, TALLMAN and MANAGEMENT will provide AGC
with TALLMAN's audited financial statements for
the fiscal year ended September 30, 1998 which
will be audited in accordance with GAAP by
independent certified public accountants with SEC
experience, and which comply with applicable
Federal securities laws and regulations including
Regulation S-X. There will have been no material
change in the business, assets or condition
(financial or otherwise) of TALLMAN since the date
of such financial statements to the Closing.
(n)TALLMAN Financial Condition As of the Closing,
TALLMAN will have no assets or liabilities, except
as disclosed in financial statements.
(o)Directors and Shareholders Approval As of the
Closing, TALLMAN's Board of Directors and
Shareholders, by meeting or consent shall have
properly authorized the matters described in
section 7(a)(iv)herein.
(p)The TALLMAN Shares All of the TALLMAN Common
Shares issued to SELLERS shall be validly issued,
fully-paid non-assessable shares of TALLMAN Common
Stock, with full voting rights, dividend rights,
and right to receive the proceeds of liquidation
, if any, as set forth in TALLMAN's Certificate of
Incorporation.
(q)Trading of TALLMAN Stock TALLMAN will file 15-C2-
11 with NASD prior to closing.
5. Term: Indemnification All representations, warranties,
covenants and agreements made herein and in the exhibits
attached hereto shall survive the execution and delivery of
this Agreement and payment pursuant thereto. MANAGEMENT and
AGC MANAGEMENT ("management") of both parties to the
agreement hereby agree, jointly and severally, to indemnify,
defend, and hold harmless TALLMAN, AGC, and the SELLERS from
and against any damage, loss, liability, or expense
(including without limitation, reasonable expenses of
investigation and reasonable attorney's fees) arising out of
any material breech of any representation, warranty,
covenant, or agreement made by AGC MANAGEMENT or management
in this Agreement.
1. Restricted Shares: Legend All of the TALLMAN Common
Shares issued to SELLERS hereunder will be "restricted
securities" as defined in Rule 144 under the 33 Act and each
stock certificate issued to SELLERS hereunder, will bear the
usual restrictive legend to such effect. Appropriate Stop
Transfer instructions will be given to TALLMAN'' stock
transfer agent.
2. Conditions Precedent to Closing (a) The obligations of
AGC and the SELLERS under this Agreement shall be and are
subject to fulfillment, prior to or at the Closing, of each
of the following conditions:
(i) That TALLMAN's and MANAGEMENT's representations and
warranties contained herein shall be true and correct
at the time of Closing as if such representations and
warranties were made at such time, and MANAGEMENT will
deliver an executed certification confirming the
foregoing;
(ii) That TALLMAN and MANAGEMENT shall have
performed or complied with all agreements, terms and
conditions required by this Agreement to be performed
or complied with by them prior to or at the time of the
Closing;
(iii) That TALLMAN's directors and shareholders, by
proper and sufficient vote taken either by consent or
at a meeting duly and properly called and held, shall
have properly approved all of the matters required to
be approved by TALLMAN's directors and shareholders,
respectively;
(iv) That TALLMAN shall have filed the notice of the
reverse split required by Rule 10b-17 under that Act,
and shall have sent notice to its stockholders of the
transactions contemplated herein; and
(v) That TALLMAN shall have filed the Form D
contemplated by Section 12 herein and shall have
provided AGC and the CONSULTANTS (as defined in Section
12 herein) with a legal opinion that the shares issued
to CONSULTANTS, by virtue of the filing of Form D, are
freely tradeable without having been registered under
the 33 Act; and
(vi) That TALLMAN's Board of Directors, by proper
and sufficient vote, shall have approved this Agreement
and the transactions contemplated hereby; approved the
contemplated reverse split of TALLMAN's outstanding
Common Stock without changing either the authorized
shares or the par value; approved the change of
TALLMAN's corporate name to a name selected by AGC;
approved the resignation of all of TALLMAN's current
directors and the election of up to three designees of
AGC to serve as directors in place of TALLMAN's current
directors; and will have approved such other changes as
are consistent with this Agreement and approved by AGC
and TALLMAN; and
(b) The obligations of TALLMAN and MANAGEMENT under this
Agreement shall be and are subject to fulfillment, prior to
or at the Closing of each of the following conditions:
(i) That AGC's and SELLERS' representations and
warranties contained herein shall be true and correct
at the time of Closing as if such representations and
warranties were made at such time and AGC and the AGC
PRINCIPALS shall deliver an executed certification
confirming the foregoing;
(ii) That AGC and AGC PRINCIPALS shall have
performed or complied with all agreements, terms and
conditions required by this Agreement to be performed
or complied with by them prior to or at the time of
Closing; and
(iii) That AGC's officers will have signed non-
compete clauses in the form attached hereto as Exhibit
"J".
8 Termination This Agreement may be terminated at any time
before or at Closing, by;
(a)The mutual agreement of the parties;
(b)Any party if:
(iv) Any provision of this Agreement applicable
to a party shall be materially untrue or fail to
be accomplished on or before November 30, 1998
(v) Any legal proceeding shall have been instituted
or shall be imminently threatening to delay,
restrain or prevent the consummation of this
Agreement.
Upon termination of this Agreement for any reason, in
accordance with the terms and conditions set forth in this
paragraph, each said party shall bear all costs and expenses
as each party has incurred and no party shall be liable to the
other.
9. Exhibits All Exhibits attached hereto are incorporated
herein by this reference as if they were set forth in their
entirety.
1. Miscellaneous Provisions This Agreement is the entire
agreement between the parties in respect of the subject
matter hereof, and there are no other agreements, written or
oral, nor may this Agreement be modified except in writing
and executed by all of the parties hereto. The failure to
insist upon strict compliance with any of the terms,
covenants or conditions of this Agreement shall not be
deemed a waiver or relinquishment of such rights or power at
any other time or times.
2. Closing The Closing of the transactions contemplated by
this Agreement ("Closing") shall take place at the offices
of Shane H Sutton, P.C. attorneys for Tallman Supply Inc, at
1.00 P.M. on the first business day after the letter of the
approval of SELLERS owning at least 80% of AGC's Common
Stock or the shareholders of TALLMAN approving this
Agreement and the matters referred to in section 7(a)(vi)
herein, or such other date as the parties hereto shall
mutually agree upon. At the Closing, all of the documents
and items referred to herein shall be exchanged.
3. Prohibited Actions Between the date hereof and the
effective date of the merger, neither Purchaser nor Seller
will, except with the prior written consent of the other:
(a)issue or sell any stock, bonds, or other corporate
securities;
(b)incur any obligation or liability (absolute or
contingent), except current liabilities incurred, and
obligations under contracts entered into, other than in the
ordinary course of business;
(c) discharge or satisfy any lien or encumbrance or pay any
obligation or liability (absolute or contingent) other than
in the ordinary course of business;
(d) make any dividend or other payment or distribution to
its shareholders or Purchase or redeem any shares of its
capital stock other than in the ordinary course of business;
(e)mortgage, pledge, create a security interest in, or
subject to lien or other encumbrance any of its assets,
tangible or intangible other than in the ordinary course of
business;
(f)sell or transfer any of its tangible assets or cancel any
debts or claims except in each case in the ordinary course
of business other than in the ordinary course of business;
(g)sell, assign, or transfer any trademark, trade name,
patent, or other intangible asset;
(h)waive any right of any substantial value other than in
the ordinary course of business; or
(i) enter into any other transaction other than in the
ordinary course of business.
4. Further Instruments From time to time, as and when
requested by the either of the parties or by its successors
or assigns, the other party will execute and deliver, or
cause to be delivered, all such deeds and other instruments;
and will take or cause to be taken such further or other
action as the parties may deem necessary or desirable in
order to vest in and confirm to the purchaser title to and
possession of all its property, rights, privileges,
possessions, and franchises and otherwise to carry out the
intent and purposes of this agreement.
5. Fees and Commissions: (a) Except as described in this
Section 12, no broker, finder, or other person or entity is
entitled to any free or commission from TALLMAN or AGC for
services rendered on behalf of TALLMAN or AGC in connection
with the transactions contemplated by this Agreement. As
compensation for its services in initiating this transaction
and ongoing consulting services to TALLMAN and AGC, TALLMAN
agrees to issue to the individuals listed in Schedule 504
attached hereto, ("Type")(collectively, the CONSULTANTS"),
including their designees, a total of 100,000 post-reverse
split shares. All of these 100,000 shares shall be issued
at Closing under SEC Rule 504 pursuant to the Consulting
Agreements attached hereto as Exhibit 504.
(b) At the Closing, TALLMAN's attorney will provide a legal
opinion that upon the filing of an appropriate Form D, the
shares being issued to CONSULTANTS may be issued with no
restrictions on transfer under the 33 Act.
15. Governing Law This Agreement shall be governed by and
construed in accordance with the internal laws of the State
of Delaware.
16. Counterparts This Agreement may be executed in
duplicate facsimile
counterparts, each of which shall be deemed an original
and together shall constitute one and the same binding
Agreement, with one counterpart being delivered to each
party hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands
and seals as of the date and year above first written.
TALLMAN SUPPLY INC
By: ____________________________
____________________________
ATRIUM GROUP OF COMPANIES LIMITED
By: ____________________________
