UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10KSB
Annual Report Pursuant to Setion 13 or 15(d)
The Securities Exchange Act of 1934
REGEN ENVIRONMENTAL INC.
----------------------------------------------------
(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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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 December 31, 2000, the following shares of the Registrant's
common stock were issued and outstanding:
25,000,000 shares authorized, $0.001 par value
10,676,000 issued and outstanding
Traditional Small Business Disclosure
(check one): Yes X No
<PAGE>
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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."
3
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. The
surviving legal entity subsequent to this transaction was Regen
Environmental, Inc., a Delaware Corporation. However, for
accounting purposes, the Atrium Group of Companies, a United
Kingdom corporation, is treated as the surviving entity.
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.
4
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
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. The
Carbon Cor joint venture has been dormant to date.
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.
5
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.
The Company's activities are being developed as vertically
integrated products contributing to a bio-environmental
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.
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.
6
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. 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 has not experienced any problems or incurred any
costs related with the Year 2000.
7
<PAGE>
Item 2. PROPERTIES
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 3. LEGAL PROCEEDINGS
No legal proceedings are pending at this time.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the past year, no matters were submitted to a vote of
security holders.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY
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 6. SELECTED FINANCIAL DATA
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
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. It should be noted that none of the
$1.65 million has been received to date. The funds will not be
received until the company has cleared the comment period with
the Securities and Exchange Commission and has cleared its Form
2-11 application with the NASD.
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.
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 in areas of European Union external overseas
investment.
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
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 short term contingency
plan involves seeking any requisite financing from private
investors to support the business development of the Company up
to such time when the Company can obtain funding through a public
offering by becoming listed on an equity exchange market. The
Company intends to raise interest in any offering based upon the
proven success of its continuing client projects and the
commitment of these companies to the future of Regen. The
Company will not undertake to expand its operations until such
time as sufficient additional funds are available.
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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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. (f/k/a Atrim Group of Companies Limited)(a
development stage company) as of December 31, 1999, and the
related statements of loss, cash flows and shareholders' equity
(deficiency) for the year ended, and for the period from December
16, 1997 (inception) to December 31, 1999. 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., (f/k/a Atrium Group of Companies
Limited) as of December 31, 1999, and the results of its
operations and its cash flows for the year then ended and for the
period from December 16, 1997 (inception) to December 31, 1999 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
April 26, 2000
<PAGE>
<PAGE>
REGEN ENVIRONMENTAL, INC.
F/K/A ATRIUM GROUP OF COMPANIES LIMITED
(A Development Stage Company)
CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
<S> <C> <C>
AS OF AS OF
DEC. 31 1999 DEC. 31 1998
ASSETS
Current Assets
Cash $ 0 $ 0
Deferred Charges - Note 4 4,270 -
Investment in ASA Biotechnologies -
Note 5 9 9
---------- ----------
Total Current Assets 4,279 9
Other Assets 0 0
---------- ----------
Total Assets $ 4,279 $ 9
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable $ 0 $ 0
Accrued Expenses 166,486 140,936
----------- -----------
Total Current Liabilities 166,486 140,936
Other Liabilities -
Loan Payable - Tech Capital Group
(Note 7) 10,000 0
----------- -----------
Total Liabilities 176,486 140,936
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 100,000 Shares;
Issued and Outstanding
10,676,000 Shares 10,676
Additional Paid in Capital 139,407 0
Deficit Accumulated During
the Development Stage (322,290)
-----------
Total Stockholders' Equity (172,207)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 4,279
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
REGEN ENVIRONMENTAL, INC.
(f/k/a Atrium Group of Companies Limited)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Year From Inception
Ended To
December 31, 1999 December 31, 1999
------------- -------------
<S> <C> <C>
TOTAL REVENUES: $ 0 $ 0
---------- ----------
OPERATING EXPENSES:
Research and Development 50,000 184,815
Contributed Services 53,000 53,000
Legal Services 15,000 15,000
Accounting 20,500 22,900
Telephone and Utilities 1,888 1,888
Travel 6,072 6,072
Business Entertainment 657 657
Equipment Rental 561 561
Office Expense 860 860
Filing Fee 50 50
Other Start up Costs - 3,872
---------- ----------
Total Operating Expenses 148,588 289,675
NET LOSS $(148,588) $(289,675)
Deficit - Beginning of Period (141,087) -
Adjustment to deficit for
purchase agreement - Note 1f (32,615) (32,615)
Deficit - End of Period (322,290) (322,290)
NET LOSS PER SHARE $ (0.01) $(0.03)
---------- ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 10,672,438 10,247,409
---------- ----------
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
REGEN ENVIRONMENTAL, INC.
(f/k/a Atrium Group of Companies Limited)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the Year From Inception
Ended To
December 31, 1999 December 31,1999
------------- -------------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $(148,588) $(289,675)
-------- --------
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Changes in Assets and Liabilities:
Capital stock issued for contributed
services 50,000 50,000
Additional paid in capital contributed
for:
Payment of Accounts payable 5,150 5,150
Contributed services 53,000 53,000
Expense paid out of pocket by
officers 10,038 10,038
Changes in Assets and Liabilities:
Increase in accounts payable and
accrued expenses 25,550 166,486
-------- ---------
Total Adjustments 143,738 284,674
-------- ---------
Net Cash Used in
Operating Activities (4,850) (5,001)
-------- ---------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from Issuance of
Common Stock 31,735 31,895
Increase in deferred charge (4,270) (4,270)
Increase in loan payable 10,000 10,000
-------- ---------
Net Cash Provided by Financing
Activities 37,465 37,625
CASH FLOWS FROM
INVESTING ACTIVITIES:
Increase in deficit resulting from
purchase agreement (32,615) (32,615)
Investment in ASA Biotechnologies - ( 9)
-------- ---------
Net Cash Used in Investing
Activities (32,615) (32,624)
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.
(f/k/a Atrium Group of Companies Limited)
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FROM DECEMBER 16, 1997 (INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
Total
COMMON STOCK ISSUED Additional Accumulated Shareholders'
SHARES PAR VALUE Paid in Cap Deficit Equity
-------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Loss for the
Period from Inception
to December 31, 1997 0 0 0 0 0
---------------------------------------------------------------
Balance as of
December 31, 1997 0 0 0 0 0
---------------------------------------------------------------
Issuance of 100 shares
January 8, 1998 100 160 0 0 160
Net Loss
For the Year Ended
December 31, 1998 0 0 0 (141,087) (141,087)
-------------------------------------------------------------
BALANCE
DECEMBER 31, 1998 100 160 0 (141,087) (140,927)
Exchange of January 13,
1999 of Atrium Group of
Companies Ltd Shares (100) (160) 0 0 (160)
for shares of Regen
Environmental Inc. 4,936,000 4,936 0 (32,615) (27,679)
Issuance of additional
shares on January 13,
1999 in connection
with purchase
agreement 5,740,000 5,740 3,749 0 9,489
Net Loss for the year
ended
December 31, 1999 0 0 135,658 (148,588) (12,930)
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<PAGE>
REGEN ENVIRONMENTAL, INC.
(F/K/A Atrium Group of Companies Limited)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
a) Description of Company
Regen Environmental, Inc. (F/K/A 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 have changed to Regen Metals Ltd., Regen
Agriculture Ltd., Regen Carbon Tech Ltd., and Regen Solutions
Ltd. respectively.
b) Basis of Presentation
The accompanying financial statements are prepared in accordance
with generally accepted accounting principles in the United
States. These statements are also 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 Equivalents
For purposes of the statement 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 Note 2.
e) 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.
f) Purchase Agreement
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 development stage company with no
assets and $5,150 of liabilities as of December 31, 1998. The
agreement called for a one-for 7.5 reverse split of Regen's
currently outstanding shares resulting in 576,000 shares
outstanding. The financial statements as presented do not
reflect the stock split. Regen then issued 10,000,000 post-
reverse split shares with a par value of $10,000 to the
shareholders of Atrium Group and others in exchange for 100% of
the issued and outstanding stock of Atrium Group.
Regen Environmental accounted for the purchase agreement
transaction as a capital transaction rather than a business
combination. Additional paid in capital was reduced for the
$10,000 par value of the stock Regen will issue in exchange for
the outstanding stock of Atrium. Atrium Group recorded Regen's
accrued expenses of $5,150 as its own liabilities with a
corresponding increase in its deficit. No goodwill or other
intangible asset was recorded. Upon consummation of the
transaction, the prior historic financial statements of the new
entity reflected Atrium Group's historic financial statements.
The Company is known as Regen Environmental, Inc.
Although Regen is the legal acquirer of Atrium, Atrium is the
acquirer for accounting purposes because the former shareholders
of Atrium hold 46% of the total shares of Regen, and the former
shareholders of Regen hold 5% of the total shares immediately
after the acquisition. Thus, the former shareholders of Atrium
have control of the merged entity.
An additional 100,000 shares of post-reverse split shares of
Regen were issued to Eagle Ventures Ltd., for consulting services
rendered in connection with the purchase agreement. From
December 1, 1998 to January 13, 1999 Eagle Ventures provided
advice regarding Regen's technologies and future possibilities of
those technologies. The fair market value of the services
rendered is $50,000 which was 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 was 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. Upon
closing of the purchase agreement, Regen has 10,676,000 shares of
stock outstanding.
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, 1999 no revenue and a net loss from operations of ($322,290).
As of December 31, 1999, the Company had a net capital deficiency
of ($172,207).
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.
3. EARNINGS PER SHARE
For the Year From December 16, 1997
Ended (Inception) to
December 31, 1999 December 31, 1999
Net Loss per share $ (0.01) $ (0.03)
Net loss per share as presented represents both basic and
diluted. The Company has not granted any options, warrants, or
other common stock equivalents.
4.NOTES PAYABLE
On October 20, 1998, Regen Environmental, Inc signed two notes
payable. Receipt of the funds represented by each of the notes
payable is contingent upon being fully registered with the SEC
and NASD. 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 the
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 from BHV over a one-year
period as Regen achieves the performance milestones listed below.
PERIOD KEY MILESTONES:
QUARTER ONE
APRIL TO JUNE 2000
Investment Schedule Net $525,000
ETI Ltd - $325,000 BHV Ltd - $200,000
Metals Remediation
1. Heads of agreement with major UK/International
contractor for commercialization of zinc recovery in steel making
in the UK
2. Further R&D project associated with sulfur management
in steel industry
3. Initiation of commercialization project with Southern
African mining operator
Carbon
1. Initiation of a feasibility study and planning for
Southern Pacific based plant producing activated carbons with
South African and Australian joint venture partners. Operated by
Regen group joint venture partners.
2. Development of plans to build a reactivation plant in
the UK with an international industry partner, currently
activated, in food filtration.
Agriculture
Development of a project plan for hyperaccumulation
research in association with Oxford/Sheffield Universities and in
particular with associates in Australia and South Africa research
based on cyanide management in decaying mining waste.
Regen Solutions
The pursuit of phase one for two associated waste
management projects currently in early stages of planning with
authorities in the South Pacific.
QUARTER TWO
JULY TO SEPTEMBER 2000
Investment Schedule Net $350,000
ETI Ltd - $350,00 BHV Ltd - $0
Metals Remediation
1. Initiate detailed commercial research, in the field,
into the needs for cyanide management in the gold recovery
process and waste management prior to replanting slime dams.
Seek a potential commercial development partner in South Africa
and Australia.
2. Continue development of zinc recovery project for UK
and Southern African clients, proving scaling up of the process.
3. Review the prospects to develop initial, existing Regen
research in to gold recovery and associated metals by
biotechnical means.
Carbon
1. Initiate discussion with the European water industry,
UK first, to seek a potential partner for reactivation
technologies to be commercialized.
2. Commence plant establishment in South Pacific site.
Agriculture
Seek to develop specific opportunities to extend European
research in association with UK government body for remediation
of Brownfield sites, CLAIRE
Regen Solutions
1. Launch the company officially with supporting
literature and marketing effort.
2. Take up opportunity available for project on coal
desulferisation with European client and UK University research
team.
QUARTER THREE
OCTOBER TO DECEMBER 2000
Investment Schedule Net $600,000
ETI Ltd - $0 BHV Ltd - $600,000
Metals Remediation
1. Initiate the design of operational plant for zinc
recovery based upon research findings.
2. Research the potential and needs for remediation of
nickel in the field, in Australia in particular.
Carbon
Establishment of a plant with commercial partner in the
food industry on a UK site - operational benefit to them and a
show site for Regen in Europe.
Agriculture
1. Continuation of development to site trials in South
Africa for metals/cyanide, in Australia for metals and salinity
Regen Solutions
1. Active marketing in Europe, South Africa and Australia
2. Use Solutions to seek and develop partners in the
American continent.
Regen Environmental Inc.
Initiate program to raise further funding on market quarter
one, year two
QUARTER FOUR
JANUARY TO MARCH 2001
Investment Schedule Net $175,000
ETI Ltd - $175,000 BHV Ltd - $0
Metals Remediation
1. Select commercial partner and initiate a nickel
remediation research and development project.
2. Commence building of zinc recovery plant in steel UK
with steel industry partner.
3. Commit to build plant during next quarter in Southern
Africa for zinc recovery from mining waste with mining operator
Carbon
1. Management of build program in the UK food industry.
2. Gain commitment to install plant in the water industry.
3. Seek to develop the infrastructure to allow increased
utilization of raw materials in the South Pacific installation.
Agriculture
1. Management and monitoring of research program continued
with commercial partners involved.
2. Initiate examination of recovery technologies for the
metals lifted by hyperaccumulators
Regen Solutions
1. Establish formal links to USA and Mexican partners for
the metals remediation technologies in particular.
2. Seek a potential technology partner in or associated
directly with the Activated Carbon business in the USA.
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 BHV 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 BHV were each issued 2,135,000 shares of Regen stock as
part of the 10,000,000 shares issued under the agreement to
purchase Atrium Group. These 4,270,000 shares were 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 are 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.
Upon closing of the purchase agreement, which took place on
January 13, 1999, Regen has 10,676,000 shares of stock
outstanding.
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 shares 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 no activity through December 31, 1998, therefore there is no
pro-forma financial information to be included in Atrium's
financial statements. Furthermore, the joint venture has been
dormant to date.
6. CONTRIBUTED SERVICES
Beginning July 1, 1999, two of the Company's officers rendered
services on behalf of the Company at no cost. The average fair
market value of $4,417 per officer per month. In addition, the
officers contributed a total of $10,038 for payment of out of
pocket expenses on behalf of the Company. These expenses are
telephone and utilities, travel, business entertainment,
equipment rental, and office expense. Each amount is reflected
as an expense with a corresponding credit to additional paid in
capital.
7. LOAN PAYABLE - TECH CAPITAL GROUP
As of December 31, 1999, Tech Capital Group has paid $10,000 of
expenses on behalf of Regen Environmental, Inc. Tech Capital
Group will lend up to $60,000 to REI upon request. The loan is
not evidenced by a note. The informal agreement calls for no
payment of interest. REI intends to repay the loan out of any
fundraising that it may carry out or when the company achieves
sustainable revenue.
PART III
Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
Position(s) Held and
Name Age Duration of Service Family Relation
---------------- --- ------------------- ---------------
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
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.
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
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;
(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 10. 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.
CASH COMPENSATION:
There was no cash compensation paid to any director or executive
officer of the Company during the two fiscal years ended December
31, 1999 and 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 11. 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, 1999, 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
---------------- -------------------- --------
Biotechnology &
Healthcare Ventures 2,135,200 14.3%
European Technology
Investments 2,135,200 14.3%
Patrick Foss-Smith 1,676,132 11.2%
Bernard Gray 1,676,132 11.2%
Christopher Every 1,676,132 11.2%
Christopher Knowles 160,140 1.1%
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 14,946,000 shares of common stock outstanding as of the
date of this filing.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
WITH MANAGEMENT AND OTHERS.
During the year 1999 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, 1999 and
1999, 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, 1999 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, 1999 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 13. EXHIBITS AND REPORTS ON FORM 8-K
(A) 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
10.1 Acquisition Agreement
10.2 Promissory Note
10.3 Promissory Note
27 Financial Data Schedule
(B) 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>
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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.
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(Registrant)
Date: August 17, 2000
By: /s/ Patrick Foss-Smith
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President
