UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSURERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
ADVANCED PRODUCTS GROUP, INC
- - - - --------------------------------------------------------------------------------
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
DELAWARE 75-2035917
- - - - ------------------------------- --------------------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.
INCORPORATION OR ORGANIZATION)
7820 S. HOLIDAY DRIVE SUITE 205, SARASOTA, FLORIDA 34231
- - - - -------------------------------------------------- ---------
(ADDRESS OF PRINCIPAL OFFICE) (ZIP CODE)
Issuer's telephone number (941) 924-0007
----------------
Securities to be registered pursuant to Section 12(b) of the Act
Title of each class Name of each exchange on which registered
APGP COMMON SHARES NASD OTC BB
- - - - ------------------------------- ------------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act
- - - - --------------------------------------------------------------------------------
<PAGE>
2
ITEM 1. BUSINESS DESCRIPTION: ADVANCED Products Group, Inc. (the "Company") is a
market based company selling soaps, hand cleaners and other related products
primarily in the automotive aftermarket. Originally formed as a Nevada
Corporation on August 27, 1998, using the name Cra-Z Soap Corp. The Company
filed articles of Amendment on March 12, 1999 and changed its name to Advanced
Products Group, Inc.
Pursuant to an Agreement of Merger dated August 28, 1998, the Company
merged into Advanced Technologies Group, Inc., a Delaware Corporation organized
under the laws of Delaware on March 25, 1987. By this Agreement of Merger Cra-Z
Soap, a Nevada Corporation, (the legal acquiree) and Advanced Technologies
Group, Inc., a Delaware Corporation, (the legal acquirer) exchanged common stock
to give the shareholders of the legal acquiree control of the legal acquirer.
Shareholders of the legal acquiree surrendered 100% of the outstanding
shares in exchange for 1,100,000 shares of Common Stock and 310,000 Series A
Super Preferred Voting Shares of the legal acquirer.
On April 30, 1999, Advanced Technologies Group, Inc., the legal
acquirer, filed a Certificate of Amendment with the Secretary of State of the
State of Delaware changing its name to Advanced Products Group, Inc. The
majority of the shareholders voted to cancel the outstanding Series A Super
Preferred Voting Shares.
The share exchange of a private operating company, (Cra-Z Soap, Corp.)
into a non-operating public shell corporation (Advanced Technologies Group,
Inc.), with no assets or liabilities resulted in the shareholders of the private
company having actual operating control of the combined company after the
transaction, and the shareholders of the former public shell continuing only as
passive investors.
(B) 1. The principal products of the Company are proprietary formulae for a
heavy duty hand cleaner for which it holds a license for the exclusive
sale, manufacture and distribution from Masters Marketing, a privately
held Tennessee Corporation. This product is well suited to the automotive
aftermarket as it is a strong remover of grease and grime generally
associated with mechanic type work. In addition to the hand cleaner the
Company has several other cleaning chemical products such as a car wash,
oil remover, cement cleaner, and degreaser.
<PAGE>
3
2. The Company relies heavily on traditional distribution channels through
the use of manufacturers' representatives. In addition, it has an
agreement with Telebrands, Inc. to provide infomercial and other media
advertising in the hopes of generating a wider retail distribution
network.
3. Recently the Company announced the development of an Internet web site
for the sale and distribution of OEM, and Replacement auto parts,
WWW.GOAUTOPARTSDIRECT.COM. This site is currently under construction and
a working model can be viewed a WWW.ADVANCED.COM. The Company is in the
process of establishing a manufacturer's advisory committee and expects
to be live with its site in the very near future. The Company's marketing
strategy is to establish a portal site for the direct communication and
purchase of parts from participating manufacturers. The Company as such
eliminates the wholesaler from the distribution channel. It is expected
that this will provide consumers with better pricing for their auto parts
needs.
4. The hand cleaner market is extremely competitive and the Company
currently holds a very small market share. The Company has expanded to
the auto parts industry because management has well over 60 combined
years of experience in that industry. The Company anticipates including
its hand cleaners as part of the accessory line it will sell over the
Internet. The Internet market is expected to grow to over a trillion
dollars by 2003. While there are some 20,000 sites having to do with auto
parts only a few retail parts. Of those only two (2) do not require an
e-mail response and none are direct to manufacturers, each of the sites
acts as a wholesaler.
5. Hand Cleaner and other cleansing chemical products are manufactured for
the Company by Agreement with Diamond Chemical Company and Costco
manufacturing. The availability of raw materials is excellent.
6. The Company's consumer base is large and it does not rely on one or even
a few major customers but on a broad based marketing and advertising
program.
7. By a license Agreement with Masters Marketing and Development, a
Tennessee corporation, Advanced Products Group, Inc has the exclusive
right to
<PAGE>
4
manufacture a heavy duty hand cleaner, which formula is proprietary to
Masters Marketing and Development, Inc.
8. The chemicals used in the Company's hand cleaner are environmentally
friendly and do not require any license from any governmental agency at
this time.
9. At the present time the Company has four (4) full time employees.
(C) The Company shall voluntarily provide its shareholders with an annual
report that will include audited financial statements. The public may read
and copy any materials the Company files with the SEC at the SEC's Public
Reference Room at 450 Fifth Street, NW, Washington, DC 20549. Information
regarding the operation of the Public Reference Room may be obtained by
calling the SEC at 1-800-SEC-0330.
ITEM 2. MANAGEMENT'S DECISIONS AND ANALYSIS OR PLAN OF OPERATIONS:
PLAN OF OPERATION:
The Company is a developmental stage company. It has developed a
comprehensive marketing plan to launch its Internet web site. The Company has
entered into an agreement with Telebrands, Inc to provide media exposure of its
web site. Additionally, management is in the process of completing agreements
with several manufacturers' representatives to provide direct access to various
auto aftermarket manufacturers.
No Internet site can be successful without strong media advertising.
The Company has forged a strategic alliance with one of the largest producers
and purchasers of TV advertising time. They are committed to help us launch our
program with TV and radio and an infomercial as well. With their help and that
of our marketing and advertising agency, Daugherty Tegarden Hanley, management
is confident that will make our site successful.
The Company's Internet site will allow users to directly purchase from
various manufacturers OEM, Replacement and Accessory auto parts; additionally
the user will be linked to an auction site that will specialize in antique
automobiles and trucks. At this site the user will be able to link directly with
used auto parts facilities to search for hard to find parts and accessories.
<PAGE>
5
Additionally the site will provide an avenue of distribution for its
cleaning products. This is a highly competitive arena and a captive distribution
channel through the Internet should facilitate the launch of this product to the
market place.
The Company can satisfy its cash requirements for a period of 60 days
from September 1, 1999. It is currently engaged in raising sufficient capital to
launch it Internet site and is expecting to raise such capital.
The Company has researched the number and type of auto parts sites
found on the Web. There are some 20,000 sites having something to do with auto
parts. Only a few sell auto parts and only two provide for sales without a
requirement for an e-mail transaction. None of the sites provide direct access
to the manufacturer, each being a distributor site. Additionally, the Company
plans to continue its research into the technical requirements, most especially
software, to provide the direct type of service it envisions. It does expect
that these technical requirements will require significant purchases of both
hardware and software in the near term. Management expects these expenditures to
be approximately $250,000. Management also anticipates that the Company will not
require any significant new employment to accomplish its launch.
ITEM 3. DESCRIPTION OF PROPERTY:
(A) The Company does not own any property other than business
machines, computers and telephonic equipment. All of its equipment
is in good working order. It principal location 7820 S. Holiday
Drive, Suite 205, Sarasota, Florida is rented.
(B) At the present time the Company has no investment policy with
respect to any real estate transactions. Pursuant to the By-laws
the Board of Directors has the sole discretion for any such
investment without limitation. Any change in this regard would
require the vote of the shareholders.
<PAGE>
6
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(A) Security ownership of certain beneficial owners.
<TABLE>
<CAPTION>
- - - - ----------------------- ------------------------------------- ----------------------------------- ---------------------
(1) (2) (3) (4)
NAME AND AMOUNT AND
TITLE OF CLASS ADDRESS OF BENEFICIAL OWNER NATURE OF BENEFICIAL OWNER PERCENT OF CLASS
- - - - ----------------------- ------------------------------------- ----------------------------------- ---------------------
<S> <C> <C> <C>
Nathan Drage, Esq.
6975 S Union Park Center 1,000,000 33%
Common Voting Suite 600
Salt Lake City, Utah Individual
- - - - ----------------------- ------------------------------------- ----------------------------------- ---------------------
Cede & Co.
Box 222 207,000 6.9%
Common Voting Bowling Green Station Institutional
New York, New York 10014
- - - - ----------------------- ------------------------------------- ----------------------------------- ---------------------
Hamilton, Ltd.
Box SS-6827 222,000 7.4%
Common Voting Nassau, Bahamas Institutional
- - - - ----------------------- ------------------------------------- ----------------------------------- ---------------------
Castle Pines, Inc
Box F-42544 222,000
Common Voting Freeport, Bahamas Institutional 7.4%
- - - - ----------------------- ------------------------------------- ----------------------------------- ---------------------
National Colonial, Inc
Citibank Bldg 2nd Floor
Common Voting 42544 348000 11.6%
Freeport, Bahamas Institutional
- - - - ----------------------- ------------------------------------- ----------------------------------- ---------------------
</TABLE>
(B) Security ownership of management:
<TABLE>
<CAPTION>
- - - - ----------------------- ------------------------------------- ----------------------------------- ---------------------
(1) (2) (3) (4)
- - - - ----------------------- ------------------------------------- ----------------------------------- ---------------------
NAME AND AMOUNT AND
TITLE OF CLASS ADDRESS OF BENEFICIAL OWNER NATURE OF BENEFICIAL OWNER PERCENT OF CLASS
- - - - ----------------------- ------------------------------------- ----------------------------------- ---------------------
<S> <C> <C> <C>
Ronald Weprin 100000
420 Beach Rd # 403 Director and Secretary 3.3%
Common Voting Sarasota, Florida
- - - - ----------------------- ------------------------------------- ----------------------------------- ---------------------
Rus D'Agata 82000
512 Armada Rd S #5 Director and Executive VP 2.75%
Common Voting Venice, Florida
- - - - ----------------------- ------------------------------------- ----------------------------------- ---------------------
Richard Herman 135000
734 Franklin Ave #271 Director 4.5%
Common Voting Garden City, NY
- - - - ----------------------- ------------------------------------- ----------------------------------- ---------------------
Edward J. da Parma, Jr. 16666
2462 85th Street President and CEO
Common Voting Brooklyn, NY 11214 .06%
- - - - ----------------------- ------------------------------------- ----------------------------------- ---------------------
</TABLE>
(C) There are no arrangements that would result in a change of control
of the Company.
<PAGE>
7
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
(A) The following are the Directors and Executive Officers of the
Company:
Edward J. da Parma, Jr., age 50, President and CEO term of office
2 years began serving March 12, 1999. Prior to Advanced Products
Group, Inc. Mr. da Parma served as the managing partner of Aim 4
Legal and Consulting, LLP and has held various senior management
positions with Farberware, Inc and ACCO USA (formerly Swingline,
Inc.)
Ronald Weprin, age 57, Secretary/ Treasurer, term of office 2
years, began serving August 29, 1998. Prior to taking a leadership
position with APG, Mr. Weprin was a partner in Masters Marketing
and Development. Masters developed a proprietary formula for a
heavy-duty hand cleaner, which licensed Cra-Z Soap Inc, which in
turn merged with Advanced Technologies Group, Inc. give birth to
what eventually became Advanced Products Group, Inc. Mr. Weprin
brings over 30 years of auto aftermarket experience to the
Company. He began his career in his family's auto parts business,
and later as VP for Marketing for Al Automotive. Mr. Weprin also
serves as a Director of the Company.
Rus D'Agata, age 56, Director and VP Administration, term of
office 2 years began serving on August 29, 1998. . He has enjoyed
a successful career in the automotive aftermarket working for the
automotive divisions of Congoleum Corporation and A1 Automotive.
He successfully led these divisions to increased sales and
profitability. In 1989, Mr. D'Agata formed his own consulting firm
that specialized in the oil and gas industry. Among the clients
Mr. D'Agata's firm provided management consulting to Shell, Amoco,
Mobil and Kimbro Oil.
Richard Herman, age 42, Director previously held the position of
President and CEO from August 29, 1998 to March 12, 1999 term as
director is 2 years began serving March 12, 1999. Mr. Herman
brings entrepreneurial experience to the Company. He owned and
operated Marl Wash and Dry Cleaning and later he established a
successful auto body and repair business. He sold this business to
finance the research and development required for Masters
Marketing to develop its hand-cleaner product.
(B) There are no key employees at this time other than those serving
in the official capacities above.
<PAGE>
8
(C) There are no family relationships among any of the directors,
executive officers, or any person nominated or chosen to be a
director or executive officer.
(D) 1. There are no legal proceedings, pending or completed against
the Company, its directors, executive officers, or of any business
that any such person was a general partner or executive officer.
2. None of the directors or executive officers has been convicted
of any criminal offense (excluding traffic violations and other
minor offenses) nor are any such proceedings pending in any court
of competent jurisdiction.
3. No executive officer or director has been the subject of any
judgment or decree by any court of competent jurisdiction
revoking, suspending or enjoining any such executive officer or
director of the Company or otherwise limiting in any way the
participation of such person in the total involvement of business,
securities or banking activities.
4. No executive officer or director has been found by any court of
competent jurisdiction to have violated a federal securities or
commodities law, including any such finding by the Commission or
Commodity Futures Trading Commission.
<PAGE>
9
<TABLE>
<CAPTION>
ITEM 6. EXECUTIVE COMPENSATION
- - - - ------------------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- - - - -------------------------------------------------------------------------- --------------------------------------------- -----------
LONG TERM COMPENSATION
- - - - --------------------------------------------------- ---------------------- --------------------------------- ----------- -----------
ANNUAL COMPENSATION AWARDS PAYOUTS
- - - - -------------------- ------- ------------ --------- ---------------------- -------------- ------------------ ----------- -----------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
- - - - -------------------- ------- ------------ --------- ---------------------- -------------- ------------------ ----------- -----------
NAME AND RESTRICTED SECURITIES
PRINCIPLE OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION AWARDS OPTIONS/SAR'S PAYOUTS COMP
($) ($) (#) ($) ($)
- - - - -------------------- ------- ------------ --------- ---------------------- -------------- ------------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CEO
Edward da Parma 1999 -0- -0- none none none -0-
- - - - -------------------- ------- ------------ --------- ---------------------- -------------- ------------------ ----------- -----------
Secretary Treasurer 1998 -0- -0-
Ronald Weprin 1999 -0- -0- none none none -0-
- - - - -------------------- ------- ------------ --------- ---------------------- -------------- ------------------ ----------- -----------
Executive VP 1998 -0- -0-
Rus D'Agata 1999 -0- -0- none none none -0-
- - - - -------------------- ------- ------------ --------- ---------------------- -------------- ------------------ ----------- -----------
VP Sales 1998 -0- -0-
Richard Herman 1999 -0- -0- none none none -0-
- - - - -------------------- ------- ------------ --------- ---------------------- -------------- ------------------ ----------- -----------
</TABLE>
The officers and directors of the Company have served without compensation other
than the shares of restricted stock issued above.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(A) There have been no transactions or proposed transactions to which
the Company was or is to be a party, in which any of its officers,
directors, nominees had a direct or indirect material interest
(B) The Company has not issued, either directly or indirectly,
anything of value to any promoter, including money, shares,
property, assets, contracts or options of any kind.
<PAGE>
10
(C) The Company has not granted any material underwriting discounts or
commissions upon the sale of securities to any party who was or is
to be a principal underwriter or is controlling person or member
of a firm that was to be a principal underwriter.
(D) There have been no transactions either to purchase or sell assets
of the Company extraordinary to the normal business operations of
the Company.
ITEM 8. DESCRIPTION OF SECURITIES
(A) 1. The Company is offering common equity shares with no dividend
or preemption rights and voting rights of one vote per share.
2. The Company also offers a Series C Preferred share with a
coupon of 6%, a redemption value of $10.00, a face value of
$10.00 with voting rights of 2votes per share and a conversion
of 2 common shares for each share after one year.
(B) The Company has no debt securities.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER'S MATTERS
The Company's stock is being traded on the NASD OTC Bulletin Board since
September 28, 1998. The following represents the high and low prices for each
quarter therefrom.
- - - - --------------- --------------- ------------- ------------- --------------
QUARTER DECEMBER MARCH JUNE SEPTEMBER
ENDING 1998 1999 1999 1999
- - - - --------------- --------------- ------------- ------------- --------------
HIGH 7 7 16.129 15
- - - - --------------- --------------- ------------- ------------- --------------
LOW 5.25 4.67 13 3.25
- - - - --------------- --------------- ------------- ------------- --------------
In April the Company issued a 3:1 reverse split of its outstanding and issued
shares reducing the total outstanding and issued shares to 3MM.
<PAGE>
11
(B) There are approximately 700 shareholders of common voting stock,
and no holders of Series C Preferred shares.
(C) There have been no dividends declared on the common equities of
the Company. The stock is not restricted in any way as to limit
the ability to pay dividends on common equity now or in the
future.
ITEM 2. LEGAL PROCEEDINGS
There are no legal proceedings, judicial or administrative, pending
against the Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
There are no disagreements between the Company's independent
accountants nor has there been a change in the independent account
chosen by the Company.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
On April 1, 1999 the Company filed a Form D Notice of Sale of
Securities Pursuant to Regulation D with the Securities and Exchange
Commission under rule 504 of the Act. The securities sold were common
shares and the aggregate dollars sold was $418,545 to three
non-accredited investors, Colonial National, Ltd., Hamilton, Ltd. and
Castle Pines, Inc. No officer, director or affiliate received any
payment from these funds. All proceeds have been used to pay
indebtedness to others.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
There is nothing in the Company charter, by-laws, contracts or other
agreements or arrangements that would insure or indemnify a controlling
person, director or officer of the Company as to his or her liability
in that capacity.
<PAGE>
12
PART III
FINANCIAL STATEMENTS
<PAGE>
Advanced Products Group, Inc.
(A Development Stage Company)
Financial Statements
June 30, 1999 &
December 31, 1998
<PAGE>
SCHVANEVELDT AND COMPANY
CERTIFIED PUBLIC ACCOUNTANT
275 E. SOUTH TEMPLE, SUITE 300
SALT LAKE CITY, UTAH 84111
(801) 521-2392
Darrell T. Schvaneveldt, C.P.A.
Independent Auditors Report
Board of Directors
Advanced Products Group, Inc.
(A Development Stage Company)
I have audited the accompanying balance sheets of Advanced Products Group, Inc.,
as of June 30, 1999 and December 31, 1998, and the related statements of
operations, stockholders' equity, and cash flows for the period accumulated
from August 27, 1998 (Inception) to June 30, 1999 and the period January 1, 1999
to June 30, 1999 and the period August 27, 1998 to December 31, 1998. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates made by
management, as well as evaluating the overall financial statements presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of Advanced Products Group, Inc., as
of June 30, 1999 and December 31, 1998, and the results of its operations and
its cash flows for the accumulated from August 27, 1998 (Inception) to June 30,
1999 and the period January 1, 1999 to June 30, 1999 and the period August 27,
1998 to December 31, 1998, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #5 to the financial
statements, the Company has an accumulated deficit and a negative net worth at
June 30, 1999 and December 31, 1998. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also discussed in Note #5. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ SCHVANEVELDT & COMPANY
Salt Lake City, Utah
August 30, 1999
<PAGE>
Advanced Products Group, Inc.
(A Development Stage Company)
Balance Sheets
June 30, 1999 and December 31, 1998
JUNE 30, DECEMBER 31,
1999 1998
-------- ------------
Assets
CURRENT ASSETS
Cash in Bank $ 710 $ 31,770
Accounts Receivable 127 8,357
Interest Receivable 2,215 -0-
Inventory -0- 1,343
Prepaid Expenses -0- 1,400
------- --------
Total Current Assets 3,052 42,870
------- --------
Total Assets $ 3,052 $ 42,870
======= ========
The accompanying notes are an integral part of these financial statements
3
<PAGE>
Advanced Products Group, Inc.
(A Development Stage Company)
Balance Sheets -Continued-
June 30, 1999 and December 31, 1998
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
--------- ------------
<S> <C> <C>
Liabilities & Stockholders' Equity
CURRENT LIABILITIES
Accounts Payable $ 107,624 $ 47,300
Accrued Expenses 5,980 221
Loans Payable -0- 60,970
--------- ---------
Total Current Liabilities 113,604 108,491
STOCKHOLDERS' EQUITY
Preferred Stock; 1,000,000 Shares Authorized
at $0.001 Par Value No Shares & 99,327 Shares
Issued & Outstanding Retroactively Restated -0- 100
Common Stock; 40,000,000 Shares Authorized
at $0.001 Par Value 3,060,590 Shares
& 1,675,952 Shares Issued & Outstanding
Retroactively Restated 3,061 1,675
Paid In Capital 551,273 34,584
Outstanding Notes Receivable for Sale of Shares Issued (403,410) -0-
Accumulated in the Development Stage (261,476) (101,980)
--------- ---------
Total Stockholders' Equity (110,552) (65,621)
--------- ---------
Total Liabilities & Stockholders' Equity $ 3,052 $ 42,870
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
4
<PAGE>
Advanced Products Group, Inc.
(A Development Stage Company)
Statements of Operations
Accumulated from August 27, 1998 (Inception) to June 30, 1999
and the Period January 1, 1999 to June 30, 1999
and the Period August 27, 1998 to December 31, 1998
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
ACCUMULATED 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES
Sales $ 14,336 $ 5,830 $ 8,506
Cost of Sale 3,090 1,343 1,747
----------- ----------- -----------
Total Revenues 11,246 4,487 6,759
OPERATING EXPENSES
Royalties 200,000 120,000 80,000
Travel 32,072 17,884 14,188
Telephone 12,844 9,551 3,293
Rent 5,262 4,562 700
Professional Fees 5,217 3,621 1,596
Advertising 8,760 1,267 7,493
General & Administrative Expenses 11,240 9,769 1,471
----------- ----------- -----------
Total Operating Expenses 275,395 166,654 108,741
----------- ----------- -----------
OTHER INCOME
Interest 2,673 2,673 -0-
----------- ----------- -----------
Net Loss $ (261,476) $ (159,494) $ (101,982)
=========== =========== ===========
Loss Per Share $ (.07) $ (.10)
Weighted Average Shares Outstanding 2,364,502 1,036,900
</TABLE>
The accompanying notes are an integral part of these financial statements
5
<PAGE>
Advanced Products Group, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
From August 27, 1998 (Inception) to June 30, 1999
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK PAID IN ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Beginning Balance
August 27, 1998 (Inception) -0- $ -0- -0- $ -0- -0- $ -0-
Shares held by Shareholders
of Advanced Technology
Group, Inc. Retroactively
Restated 1,117,863 1,118 -0- -0- 2,236 -0-
Shares Issued to Acquire,
Shares Outstanding of
Cra-Z Soap, Corp.,
Retroactively Restated 417,332 417 103,517 104 835 -0-
Shares Issued to Convert
Series A Preferred to
Common Shares
Retroactively Restated 83,807 84 (4,190) (4) 247 -0-
Shares Issued for Cash at
$15.00 Per Share
Retroactively Restated 200 -0- -0- -0- 3,003 -0-
Shares issued for Cash at
$3.00 Per Share
Retroactively Restated 167 -0- -0- -0- 501 -0-
Shares Issued for Cash at
$0.60 Per Share
Retroactively Restated 25,000 25 -0- -0- 14,975 -0-
Shares Issued for Cash at
$1.50 Per Share
Retroactively Restated 6,667 7 -0- -0- 9,973 -0-
</TABLE>
The accompanying notes are an integral part of these financial statements
6
<PAGE>
Advanced Products Group, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity -Continued-
From August 27, 1998 (Inception) to June 30, 1999
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK PAID IN ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Shares Issued for Service
at $0.003 Per Share
Retroactively Restated 24,583 24 -0- -0- 714 -0-
Shares Issued for Service
at $6.00 Per Share
Retroactively Restated 333 -0- -0- -0- 2,100 -0-
Net Loss for Period Ended
December 31, 1998 (101,980)
-------------------------------------------------------------------------------------
Balance,
December 31, 1998 1,675,952 1,675 99,327 100 34,584 (101,980)
Shares Issued to Convert
Series A Preferred to
Common Shares
Retroactively Restated 390,333 390 (19,516) (20) 20 -0-
Shares issued for Services
at $8.00 Per Share
Retroactively Restated 66 1 -0- -0- 581 -0-
Shares Issued for Services
at $0.60 Per Share
Retroactively Restated 8,333 8 -0- -0- 4,992 -0-
Shares Issued for Services
at $0.003 Per Share
Retroactively Restated 275,833 276 -0- -0- 552 -0-
Shares Issued for Note
Receivable on Option to
Acquire Common Stock at
$0.001 for $.003 Per Share
Retroactively Restated 33,333 33 -0- -0- 67 -0-
</TABLE>
The accompanying notes are an integral part of these financial statements
7
<PAGE>
Advanced Products Group, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity -Continued-
From August 27, 1998 (Inception) to June 30, 1999
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK PAID IN ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Shares Issued for Notes
Receivable at $0.75 Per
Share Retroactively Restated 666,666 667 -0- -0- 499,333 -0-
Shares Issued for Services
at $14.53 Per Share 74 1 -0- -0- 1,074 -0-
Shares Issued for Cash
at $1.00 Per Share 10,000 10 -0- -0- 9,990 -0-
Series A Preferred Shares
Returned & Canceled -0- -0- (79,811) (80) 80 -0-
Loss for Period Ended
June 30, 1999 (159,494)
---------------------------------------------------------------------------------
Balance, June 30, 1999 3,060,590 $ 3,061 -0- $ 0 $ 551,273 $(261,474)
=================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
8
<PAGE>
Advanced Products Group, Inc.
(A Development Stage Company)
Statement of Cash Flows
Accumulated from August 27, 1998 (Inception) to June 30, 1999
and the Period January 1, 1999 to June 30, 1999
and the Period August 27, 1998 to December 31, 1998
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
ACCUMULATED 1999 1998
----------- --------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $(261,476) $(159,494) $(101,982)
Adjustment to Reconcile Net Loss to Cash
Non Cash Expenses 10,750 2,873 7,877
Changes in Operating Assets & Liabilities
(Increase) Decrease in Accounts Receivable (127) 8,230 (8,357)
(Increase) Decrease in Interest Receivable (2,215) (2,215) -0-
(Increase) Decrease in Inventory -0- 1,343 (1,343)
(Increase) Decrease in Prepaid Expenses -0- 1,400 (1,400)
Increase in Accounts Payable 107,624 60,324 47,300
Increase in Accrued Expenses 5,980 5,759 221
--------- --------- ---------
Net Cash by Operating Activities (139,464) (81,780) (57,684)
CASH FLOWS FROM INVESTING ACTIVITIES -0- -0- -0-
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Sale of Common Stock 140,174 111,690 28,484
Increase in Loan Payable -0- (60,970) 60,970
--------- --------- ---------
Net Cash Provided by Financing Activities 140,174 50,720 89,454
--------- --------- ---------
Increase (Decrease) in Cash & Cash Equivalents 710 (31,060) 31,770
Cash & Cash Equivalents at Beginning of Period -0- 31,770 -0-
--------- --------- ---------
Cash & Cash Equivalents at End of Period $ 710 $ 710 $ 31,770
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
9
<PAGE>
Advanced Products Group, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE #1 - CORPORATE HISTORY
Advanced Products Group, Inc., (the Company), is a market based company selling
soaps, hand cleaners and other related products. Originally formed as a Nevada
Corporation on August 27, 1998, using the name Cra-Z Soap Corp. the Company
filed Articles of Amendment on March 12, 1999, and changed its name to Advanced
Products Group, Inc.
Pursuant to an Agreement of Merger dated August 28, 1998, the Company merged
into Advanced Technologies Group, Inc., a Delaware Corporation organized under
the laws of the state of Delaware on March 25, 1987.
The Company is considered to be a development stage company.
NOTE #2 - SIGNIFICANT ACCOUNTING POLICIES
A. The Company uses the accrual method of accounting.
B. Revenues and directly related expenses are recognized in the period when
the goods are shipped to the customer.
C. The Company considers all short term, highly liquid investments that are
readily convertible, within three months, to known amounts as cash
equivalents. The Company currently has no cash equivalents.
D. Basic Earnings Per Shares are computed by dividing income available to
common stockholders by the weighted average number of common shares
outstanding during the period. Diluted Earnings Per Share shall be computed
by including contingently issuable shares with the weighted average shares
outstanding during the period. When inclusion of the contingently issuable
shares would have an antidilutive effect upon earnings per share no diluted
earnings per share shall be presented.
E. Consolidation Policies: The accompanying consolidated financial statements
include the accounts of the company and its majority - owned subsidiary.
Intercompany transactions and balances have been eliminated in
consolidation.
F. Depreciation: The cost of property and equipment is depreciated over the
estimated useful lives of the related assets. The cost of leasehold
improvements is amortized over the lesser of the length of the lease of the
related assets of the estimated lives of the assets. Depreciation and
amortization is computed on the straight line method.
NOTE #3 - REVERSE TAKEOVER AND RECAPITALIZATION
Pursuant to an Agreement of Merger dated August 27, 1998, Cra-Z-Soap Corp., a
Nevada Corporation, (the legal acquiree) and Advanced Technologies Group, Inc.,
a Delaware Corporation, (the legal acquirer) exchanged common stock to give
the shareholders of the legal acquiree control of the legal acquirer.
10
<PAGE>
Advanced Products Group, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #3 - REVERSE TAKEOVER AND RECAPITALIZATION -CONTINUED-
Shareholders of the legal acquiree surrendered 100% of the outstanding shares in
exchange for 1,100,000 Shares of Common Stock and 310,550 Series A Super
Preferred Voting Shares of the legal acquirer.
On April 30, 1999, Advanced Technologies Group, Inc., the legal acquirer, filed
a Certificate of Amendment with the Secretary of State of the state of Delaware
changing its name to Advanced Products Group, Inc.
The share exchange of a private operating Company, (Cra-Z-Soap Corp.) into a
non-operating public shell corporation (Advanced Technologies Group, Inc.), with
no assets or liabilities resulted in the shareholders of the private company
having actual operating control of the combined company after the transaction,
and the shareholders of the former public shell continuing only as passive
investors.
This transaction is considered to be a capital transaction in substance, rather
than a business combination. That is, the transaction is equivalent to the
issuance of stock by the private company for the net monetary assets of the
shell corporation, accompanied by a recapitalization. The accounting is
identical to that resulting from a reverse acquisition, except no goodwill or
other intangible is recorded.
APB No., 16, paragraph 70 states that, "Presumptive evidence of the acquiring
corporation in combinations effected by an exchange of stock is obtained by
identifying the former common stockholder interest of a combined company which
either retains or receives the larger portion of the voting rights of the
combined corporation. That corporation should be treated as the acquirer unless
other evidence clearly indicates that another corporation is the acquirer."
Staff accounting Bulletin Topic 2A affirms the above principle and gives
guidelines that the post reverse-acquisition comparative historical financial
statements furnished for the legal acquirer should be those of the legal
acquiree.
In accordance with this guideline the outstanding shares of Cra-Z Soap Products
Corp., have been retroactively restated on the Balance Sheet, and the Statement
of Stockholders' Equity to give effect to the three shares for one share
exchange. The retroactively restated shares have been used in the Computations
for Earnings (Losses) Per Share to preserve comparability of those figures.
11
<PAGE>
Advanced Products Group, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #4 - INCOME TAXES
The Company has adopted FASB 109 to account for income taxes. The Company
currently has no issues that create timing differences that would mandate
deferred tax expense. Net operating losses would create possible tax assets in
future years. Due to the uncertainty as to the utilization of net operating loss
carryforwards an evaluation allowance has been made to the extent of any tax
benefit that net operating losses may generate.
The Company has incurred losses that can be carried forward to offset future
earnings if conditions of the Internal revenue Codes are met. These losses are
as follows:
Year of Loss Amount Expiration Date
-------------------------------------------
1998 $ 101,226 2018
1999
----------
Current Tax Asset Value of Net Operating Loss Carryforwards
at Current Prevailing Federal Tax Rate $ 34,416
Evaluation Allowance (34,416)
---------
Net Tax Asset $ -0-
=========
Current Income Tax Expense -0-
Deferred Income Tax Benefit -0-
NOTE #5 - GOING CONCERN
The Company has no assets and no operations from which it can obtain working
capital. The Company recognizes that it must find a source of working capital or
the Company may not be able to continue its existence.
NOTE #6 - LICENSE AGREEMENT
On August 27, 1998, Cra-Z Soap Corp., (the Licensor) entered into an Agreement
with Masters Marketing and Development, Inc., a Tennessee Corporation (the
Licensor). Pursuant to the Agreement the Licensor granted to the Licensee
property that is identified as all formulas, patents, applications for patents,
trade secrets, improvements, technology or technological products, intellectual
properties, know-how, ideas, methods, processes and concepts, and devices
("formulas"), whether now existing or hereafter conceived, developed or acquired
by Licensor relating to the product known as Cra-Z Soap or any similar product
or any application of the formulas to any product or commercialization thereof.
12
<PAGE>
Advanced Products Group, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #6 - LICENSE AGREEMENT -CONTINUED-
A royalty often percent (10%) of the Adjusted Gross Sales price of any Products
sold by Licensee or its Affiliates for which Licensee receives payment or Twenty
Thousand Dollars and U. S. ($20,000) (the "monthly minimum"), whichever is
greater ("Royalties"). "Adjusted Gross Sales Price" shall mean the gross sales
price of any Products sold less returns and reasonable actual discounts or
rebates. At such time as the total amount of Royalties paid reaches a sum equal
to or exceeding two million dollars U.S. ($2,000,000), the percentage of
Adjusted Gross Sales paid as royalty as defined above shall change from ten
percent (10%) to three percent (3%) with no monthly minimum.
Licensee shall pay Licensor the Royalties on the first day of each month during
the Term.
NOTE #7 - STOCKHOLDERS' EQUITY
The Company is authorized to issue 40,000,000 shares of common stock with a par
value of $0.00 per share.
The Company is authorized to issued 1,000,000 Shares of Series "A" Super
Preferred Voting Shares. Pursuant to the Agreement of Merger 103,517 Series "A"
Super Preferred Voting Shares, retroactively restated have the following
characteristics;
A. Voting Rights: The holder of each share of the Shares shall have the
right to cast twenty (20) votes per Share held on any and all matters
presented for shareholder consideration. Each holder of common shares
may cash one (1) vote per common share held on any and all matters
presented for shareholder consideration.
B. Preference: Holders of the Shares shall be preferred over holders of
common shares for payment of dividends or in any distribution to
shareholders resulting from liquidation of the issuer.
C. Face Value and Redemption Value: The Shares have a face value of $1.00
each. The Shares may be redeemed by the issuer prior to any conversion
thereof any time after two (2) years from date of issuance for $1.00
each at the option of the issuer.
D. Dividends: The Shares earn a non-cumulative dividend of three percent
(3%) annually based upon the Shares face value and redemption value.
Dividends shall be paid from earnings of the issuer, if any.
E. Conversion: The Shares may be converted into restricted common shares
at any time commencing two (2) years after date of issuance. Each
Series "A" Preferred Voting Share may be converted into twenty (20)
restricted common shares. The holding periods of any restricted
common shares issued as a result of conversion for purposes of Rule
144, or any subsection thereof, as promulgated by the Securities &
Exchange Commission, shall commence upon the date of issuance of any
such Series converted.
13
<PAGE>
Advanced Products Group, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #7 - STOCKHOLDERS' EQUITY -CONTINUED-
On March 12, 1999, at a Special Meeting, Shareholders authorized a one for three
split of the issued and outstanding shares of common and preferred stock.
Retroactive restatement has been made to the financial statements. The remaining
preferred shares outstanding were returned to the Company at no cost and were
canceled.
The Company issued 24,916 shares of common stock for services valued at $2,838
in 1998 and 317,639 shares for services valued at $7,585 in 1999.
The Company issued shareholders of Advanced Technologies Group, Inc., options to
acquire up to 666,667 post split shares of common stock at $0.75 per share. In
1999, the Shareholders exercised the options and the Company issued 666,667
shares of common stock for Notes Receivable of $500,000. At June 30, 1999, the
Company had received $96,690 from one of the note holders.
NOTE #8 - NOTES RECEIVABLE
The Company has three short term notes receivables as follows;
<TABLE>
<S> <C>
Note #1 - From a Business Entity, Note of $166,667 is dated April 1, 1999,
Due March 31, 2000, Interest at .025% Per Annum $ 166,667
Note #2 - From a Business Entity, Note of $166,667 is dated April 1, 1999,
Due March 31, 2000, Interest at .025% Per Annum 166,667
Note #3 - From a Business Entity, Note of $166,667 is dated April 1, 1999,
Due March 31, 2000, Interest at .025% Per Annum 69,976
---------
Total $ 403,310
=========
</TABLE>
The Company issued 666,667 shares of common stock for the notes receivable.
Generally accepted accounting principle require that note receivable for stock
issued be offset against the equity increased from the original sale.
NOTE #9 - DEFICIT ACCUMULATED IN THE DEVELOPMENT STAGE
Subsequent to the Agreement of Merger the surviving entity is considered to be a
development stage company. Deficits accumulated are as follows;
PERIOD AMOUNT
---------------------------------------------------------------------------
From August 27, 1998, (Inception) to December 31, 1998 $ 101,226
From January 1, 1999 to June 30, 1999 160,493
----------
Total $ 261,719
==========
14
<PAGE>
Advanced Products Group, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #10 - NEW TECHNICAL PRONOUNCEMENTS
In February 1997, SFAS No. 129, "Disclosure of Information about Capital
Structure" was issued effective for periods ending after December 31, 1997. The
Company has adopted the disclosure provisions of SFAS No. 129 effective with the
fiscal year ended December 31, 1998.
In June 1997, SFAS No. 130, "Reporting Comprehensive Income" was issued
effective for fiscal years beginning after December 31, 1997, with earlier
application permitted. The Company has elected to adopt SFAS No. 130 effective
with the fiscal year ended December 31, 1998. Adoption of SFAS No. 130 is not
expected to have a material impact on the Company's financial statements.
In June 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information" was issued for fiscal year beginning after December 31,
1997, with earlier application permitted. The Company has elected to adopt SFAS
No. 131, effective with the fiscal years ended December 31, 1998. Adoption of
SFAS No. 131 is not expected to have a material impact on the Company's
financial statements.
15
<PAGE>
13
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.
ADVANCED PRODUCTS GROUP, INC.
-----------------------------
(Registrant)
Date: SEPTEMBER 28, 1999 By: /s/ EDWARD J. DA PARMA, JR.
-----------------------------------
EDWARD J. DA PARMA, JR., PRESIDENT
<PAGE>
14
PART IV INDEX OF EXHIBITS
EXHIBIT # DESCRIPTION
2 CORPORATE BY-LAWS
3 STOCK CERTIFICATE
3.a AMENDED ARTICLES OF INCORPORATION
6.a LICENSE AGREEMENT
ADDITIONAL EXHIBITS
A. MERGER AGREEMENT
B. FORM D
EXHIBIT 2
BYLAWS - INDEX
ARTICLE I - OFFICES..PG.1
ARTICLE II - MEETING OF STOCKHOLDERS..PGS.1-3
SECTION 1. - ANNUAL MEETINGS..PG.1
SECTION 2. - SPECIAL MEETINGS..PG.1
SECTION 3. - PLACE OF MEETINGS..PG.1
SECTION 4. - NOTICE OF MEETINGS..PGS.1-2
SECTION 5. - QUORUM..PG.2
SECTION 6. - VOTING..PGS.2-3
ARTICLE III - BOARD OF DIRECTORS..PGS.3-6
SECTION 1. - NUMBER, ELECTION AND TERM OF OFFICE..PG.3
SECTION 2. - DUTIES AND POWERS..PG.3
SECTION 3. - ANNUAL AND REGULAR MEETINGS: NOTICE..PGS.3-4
SECTION 4. - SPECIAL MEETING: NOTICE..PG.4
SECTION 5. - CHAIRMAN..PG.4
SECTION 6. - QUORUM AND ADJOURNMENTS..PGS.4-5
SECTION 7. - MANNER OF ACTING..PG.5
SECTION 8. - VACANCIES..PG.5
SECTION 9. - RESIGNATION..PG.5
SECTION 10. - REMOVAL..PG.6
SECTION 11. - SALARY..PG.6
SECTION 12. - CONTRACTS..PG.6
SECTION 13. - COMMITTEES..PG.6
ARTICLE IV - OFFICERS..PGS.7-8
SECTION 1. - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE..PG.7
SECTION 2. - RESIGNATION..PG.7
SECTION 3. - REMOVAL..PG.7
SECTION 4. - VACANCIES..PG.7
SECTION 5. - DUTIES OF OFFICERS..PG.7
SECTION 6. - SURETIES AND BONDS..PG.8
SECTION 7. - SHARES OF STOCK OF OTHER CORPORATIONS..PG.8
ARTICLE V - SHARES OF STOCK..PGS.8-9
SECTION 1. - CERTIFICATE OF STOCK..PG.8
SECTION 2. - LOST OR DESTROYED CERTIFICATES..PGS.8-9
SECTION 3. - TRANSFER OF SHARES..PG.9
SECTION 4. - RECORD DATE..PG.9
ARTICLE VI - DIVIDENDS..PG.10
ARTICLE VII - FISCAL YEAR..PG.10
ARTICLE VIII - CORPORATE SEAL..PG.10
ARTICLE IX - INDEMNITY..PG.10
ARTICLE X - AMENDMENTS..PGS.10-11
SECTION 1. - BY STOCKHOLDERS..PGS.10-11
SECTION 2. - BY DIRECTORS..PG.11
CERTIFICATE OF PRESIDENT..PG.12
<PAGE>
BYLAWS
OF
ARTICLE I - OFFICES
The principal office of the Corporation shall be located at _______________
____________, and it may be changed from time to time by the Board of Directors.
The Corporation may also maintain offices at such other places within or without
the United States as the Board of Directors may, from time to time, determine.
ARTICLE II - MEETINGS OF STOCKHOLDERS
SECTION 1 - ANNUAL MEETINGS:
The annual meeting of the stockholders of the corporation shall be held
within six (6) months after the close of the fiscal year of the Corporation, for
the purposes of electing directors, and transacting such other business as may
properly come before the meeting.
SECTION 2 - SPECIAL MEETINGS:
Special meetings of the stockholders may be called at any time by the Board
of Directors or by the President, and shall be called by the President or the
Secretary at the written request of the holders of twenty-five (25%) of the
shares then outstanding and entitled to vote thereat, or as otherwise required
by law.
SECTION 3 - PLACE OF MEETINGS:
All meetings of stockholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waivers of notice of such meetings.
SECTION 4 - NOTICE OF MEETINGS:
(a) Except as otherwise provided by statute, written notice of each meeting of
stockholders, whether annual or special, stating the time when and place where
it is to be held, shall be served either personally or by mail, not less than
ten or more than sixty (60) days before the meeting, upon each stockholder of
record entitled to vote at such meeting, and to any other stockholder to whom
the giving of notice may be required by law. Notice of a special meeting shall
also state the purpose or purposes for which the meeting is called, and shall
indicate that it is being issued by, or at the direction of, the person or
persons calling the meeting. If, at any meeting, action is proposed to be taken
that would, if taken, entitle stockholders to receive payment for their shares
pursuant to statute, the notice of such
BYLAWS - 1
<PAGE>
meeting shall include a statement of that purpose and to that effect. If mailed,
such notice shall be directed to each such stockholder at his address, as it
appears on the records of the stockholders of the Corporation, unless he shall
have previously filed with the Secretary of the Corporation a written request
that notices intended for him be mailed to some other address, in which case, it
shall be mailed to the address designated in such request.
(b) Notice of any meeting need not be given to any person who may become a
stockholder of record after the mailing of such notice and prior to the meeting,
or to any stockholder who attends such meeting, in person or by proxy, or
submits a signed waiver of notice either before or after such a meeting. Notice
of any adjourned meeting of stockholders need not be given, unless otherwise
required by statute.
SECTION 5 - QUORUM
(a) Except as otherwise provided herein, or by statute, or in the Certificate
of Incorporation (such certificate and any amendments thereof being hereinafter
collectively referred to as the "Certificate of Incorporation"), at all meetings
of stockholders of the Corporation, the presence at the commencement of such
meetings in person or by proxy of stockholders holding of record __% of the
total number of shares of the Corporation then issued and outstanding and
entitled to vote, shall be necessary and sufficient to constitute a quorum for
the transaction of any business. The withdrawal of any stockholder after the
commencement of a meeting shall have no effect on the existence of a quorum,
after a quorum has been established at such meeting.
(b) Despite the absence of a quorum at any annual or special meeting of
stockholders, the stockholders, by a majority of the votes cast by the holders
of shares entitled to vote thereat, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business, may be transacted
at the meeting as originally called if a quorum had been present.
SECTION 6 - VOTING:
(a) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors, to be
taken by vote of the stockholder, shall be authorized by a majority of votes
cast at a meeting of stockholders by the holders of shares entitled to vote
thereat.
(b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of stockholder, each holder of record of stock of
the Corporation entitled to vote thereat, shall be entitled to one vote for each
share of stock registered in his name on the books of the Corporation.
(c) Each stockholder entitled to vote or to express consent or dissent without
a meeting, may do so by proxy; provided, however, that the instrument
authorizing such proxy to act shall have been
BYLAWS - 2
<PAGE>
executed in writing by the stockholder himself or by his attorney-in-fact
thereunto duly authorized in writing. No Proxy shall be valid after the
expiration of eleven (11) months from the date of its execution, unless the
person executing it shall have specified therein the length of time it is to
continue in force. Such instrument shall be exhibited to the Secretary at the
meeting and shall be filed with the minutes of the meeting.
(d) Any action, except election of directors, which may be taken by a vote of
stockholders at a meeting, may be taken without a meeting if authorized by a
written consent of shareholders holding at least a majority of the voting power;
provided that if a greater proportion of voting power is required by such action
at such meeting, then such greater proportion of written consents shall be
required.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1 - NUMBER, ELECTION AND TERM OF OFFICE:
(a) The number of the directors of the Corporation shall not be less than 1 nor
more than 9, unless and until otherwise determined by vote of a majority of the
entire Board of Directors. The number of Directors shall not be less than three
(3), unless all of the outstanding shares of stock are owned beneficially and of
record by less than three (3) stockholders, in which event the number of
directors shall not be less than the number of stockholders or the minimum
permitted by statute.
(b) Except as may otherwise be provided herein or in the Certificate of
Incorporation by way of cumulative voting rights the members of the Board of
Directors of the Corporation, who need not be stockholders, shall be elected by
a majority of the votes cast at a meeting of stockholders, by the holders of
shares of stock present in person or by proxy, entitled to vote in the election.
(c) Each director shall hold office until the annual meeting of the
stockholders next succeeding his election, and until his successor is elected
and qualified, or until his prior death, resignation or removal.
SECTION 2 - DUTIES AND POWERS
The Board of Directors shall be responsible for the control and management of
the affairs, property and interests of the Corporation and may exercise all
powers of the Corporation, except as are in the Certificate of Incorporation or
by statute expressly conferred upon or reserved to the stockholders.
SECTION 3 - ANNUAL AND REGULAR MEETINGS; NOTICE:
(a) Regular annual meeting of the Board of Directors shall be held immediately
following the annual meeting of the stockholders, at the place of such annual
meeting of stockholders.
(b) The Board of Directors, from time to time, may provide by resolution for
the holding of other
BYLAWS - 3
<PAGE>
regular meetings of the Board of Directors, and may fix the time and place
thereof.
(c) Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the meeting;
provided, however, that in case the Board of Directors shall fix or change the
time or place of any regular meeting, notice of such action shall be given to
each director who shall not have been present at the meeting at which such
change was made within the time limited, and in the manner set forth in
Paragraph (b) Section 4 of this Article III, with respect to special meetings,
unless such notice shall be waived in the manner set forth in Paragraph (c) of
such Section 4.
SECTION 4 - SPECIAL MEETING; NOTICE:
(a) Special Meetings of the Board of Directors shall be held whenever called by
the President or by one of the directors, at such time and place as may be
specified in the respective notices or waivers of notice thereof.
(b) Except as otherwise required by statute, notice of special meetings shall
be mailed directly to each director, addressed to him at his residence or usual
place of business, at least four (4) days before the day on which the meeting is
to be held, or shall be sent to him at such place by telegram, radio or cable,
or shall be delivered to him personally or given to him orally, not later than
the day before the day on which the meeting is to be held. A notice, or waiver
of notice except as required by Section 8 or this Article III, need not specify
the purpose of the meeting.
(c) Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting without protesting prior thereto or at
its commencement, the lack of notice to him or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.
SECTION 5 - CHAIRMAN:
At all meetings of the Board of Directors, the Chairman of the Board, if any and
if present, shall preside. If there shall be no Chairman, or he shall be absent,
then the Vice Chairman shall preside, and in his absence, a Chairman chosen by
the directors shall preside.
SECTION 6 - QUORUM AND ADJOURNMENTS:
(a) At all meetings of the Board of Directors, the presence of a majority of
the entire Board shall be necessary and sufficient to constitute a quorum for
the transaction of business, except as otherwise provided by law, by the
Certificate of Incorporation, or by these Bylaws.
(b) A majority of the directors, present at the time and place of any regular
or special meeting,
BYLAWS - 4
<PAGE>
although less than a quorum, may adjourn the same from time to time without
notice, until a quorum shall be present.
SECTION 7 - MANNER OF ACTING:
(a) At all meetings of the Board of Directors, each director present shall have
one vote, irrespective of the number of shares of stock, if any, which he may
hold.
(b) Except as otherwise provided by statute, by the Certificate of
Incorporation, or by these Bylaws, the action of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors.
(c) Unless otherwise required by amendment to the Articles of Incorporation or
statute, any action required or permitted to be taken at any meeting of the
Board of Directors or any Committee thereof may be taken without a meeting if a
written consent thereto is signed by all the members of the Board or Committee.
Such written consent shall be filed with the minutes of the proceedings of the
Board or Committee.
(d) Unless otherwise prohibited by Amendments to the Articles of Incorporation
or statute, members of the Board of Directors or of any Committee of the Board
of Directors may participate in a meeting of such Board or Committee by means of
a conference telephone network or a similar communications method by which all
persons participating in the meeting can hear each other. Such participation is
constituted presence of all of the participating persons at such meeting, and
each person participating in the meeting shall sign the minutes thereof, which
may be signed in counterparts.
SECTION 8 - VACANCIES
Any vacancy in the Board of Directors, occurring by reason of an increase in the
number of directors, or by reason of the death, resignation, disqualification,
removal (unless vacancy created by the removal of a director by the stockholders
shall be filled by the stockholders at the meeting at which the removal was
effected) or inability to act of any director, or otherwise, shall be filled for
the unexpired portion of the term by a majority vote of the remaining directors,
though less than a quorum, at any regular meeting or special meeting of the
Board of Directors called for that purpose.
SECTION 9 - RESIGNATION:
Any director may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary of the Corporation. Unless otherwise
specified in such written notice such resignation shall take effect upon receipt
thereof by the Board of Directors or such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
BYLAWS - 5
<PAGE>
SECTION 10 - REMOVAL:
Any director may be removed with or without cause at any time by the affirmative
vote of stockholders holding of record in the aggregate at least a majority of
the outstanding shares of stock of the Corporation at a special meeting of the
stockholders called for that purpose, and may be removed for cause by action of
the Board.
SECTION 11 - SALARY:
No stated salary shall be paid to directors, as such, for their services, but by
resolution of the Board of Directors a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting of the
Board; provided, however, that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
SECTION 12 - CONTRACTS:
(a) No contract or other transaction between this Corporation and any other
corporation shall be impaired, affected or invalidated, nor shall any director
be liable in any way by reason of the fact that one of more of the directors of
this Corporation are interested in, or is a director or officer, or are
directors or officers of such other corporations, provided that such facts are
disclosed or made known to the Board of Directors, prior to their authorizing
such transaction.
(b) Any director, personally and individually, may be a party to or may be
interested in any contract or transaction of this Corporation, and no directors
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors prior to
their authorization of such contract or transaction, and provided that the Board
of Directors shall authorized, approve or ratify such contract or transaction by
the vote (not counting the vote of any such Director) of a majority of a quorum,
notwithstanding the presence of any such director at the meeting at which such
action is taken. Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall not be construed to
impair, invalidate or in any way affect any contract or other transaction which
would otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.
SECTION 13 - COMMITTEES:
The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time designate from among its members an executive committee
and such other committees, and alternate members thereof, as they may deem
desirable, with such powers and authority (to the extent permitted by law) as
may be provided in such resolution. Each such committee shall serve at the
pleasure of the Board.
BYLAWS - 6
<PAGE>
ARTICLE IV - OFFICERS
SECTION 1 - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE:
(a) The officers of the Corporation shall consist of a President, a Secretary,
a Treasurer, or a President and Secretary-Treasurer, and such other officers,
including a Chairman of the Board of Directors, and one or more Vice Presidents,
as the Board of Directors may from time to time deem advisable. Any officer
other than the Chairman or Vice Chairman of the Board of Directors may be, but
is not required to be a director of the Corporation. Any two or more offices may
be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
stockholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified or until his death, resignation or removal.
SECTION 2 - RESIGNATION:
Any officer may resign at any time by giving written notice of such resignation
to the Board of Directors, or to the President of the Secretary of the
Corporation. Unless otherwise specified in such written notice, such resignation
shall take effect upon receipt thereof by the Board of Directors or by such
officer, and the acceptance of such resignation shall not be necessary to make
it effective.
SECTION 3 - REMOVAL:
Any officer may be removed, either with or without cause, and a successor
elected by a majority vote of the Board of Directors at any time.
SECTION 4 - VACANCIES:
A vacancy in any office by reason of death, resignation, inability to act,
disqualification or any other cause, may at any time be filled for the unexpired
portion of the term by a majority vote of the Board of Directors.
SECTION 5 - DUTIES OF OFFICERS:
Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these Bylaws, or may from time to time be specifically conferred or imposed by
the Board of Directors. The President shall be the chief executive officer of
the Corporation.
BYLAWS - 7
<PAGE>
SECTION 6 - SURETIES AND BONDS:
In case the Board of Directors shall so require any officer, employee or agent
of the Corporation shall execute to the Corporation a bond in such sum, and with
such surety or sureties as the Board of Directors may direct, conditioned upon
the faithful performance of his duties to the Corporation, including
responsibility for negligence for the accounting for all property, funds or
securities of the Corporation which may come into his hands.
SECTION 7 - SHARES OF STOCK OF OTHER CORPORATIONS:
Whenever the Corporation is the holder of shares of stock of any other
corporation, any right or power of the Corporation as such stockholder
(including the attendance, acting and voting at stockholders' meetings and
execution of waiver, consents, proxies or other instruments) may be exercised on
behalf of the Corporation by the President, any Vice President or such other
person as the Board of Directors may authorize.
ARTICLE V - SHARES OF STOCK
SECTION 1 - CERTIFICATE OF STOCK:
(a) The certificates representing shares of the Corporation's stock shall be in
such form as shall be adopted by the Board of Directors, and shall be numbered
and registered in the order issued. The certificates shall bear the following:
the Corporate Seal, the holder's name, the number of shares of stock and the
signatures of: (1) the Chairman of the Board, the President or a Vice President
and (2) the Secretary, Treasurer, any Assistant Secretary or Assistant
Treasurer.
(b) No certificate representing shares of stock shall be issued until the full
amount of consideration therefore has been paid, except as otherwise permitted
by law.
(c) To the extent permitted by law, the Board of Directors may authorize the
issuance of certificates for fractions of a share of stock which shall entitle
the holder to exercise voting rights, receive dividends and participate in
liquidating distributions, in proportion to the fractional holdings; or it may
authorize the payment in cash of the fair value of fractions of a share of stock
as of the time when those entitled to receive such fractions are determined; or
it may authorize the issuance, subject to such conditions as may be permitted by
law, of scrip in registered or bearer form over the signature of an officer or
agent of the Corporation, exchangeable as therein provided for full shares of
stock, but such scrip shall not entitle the holder to any rights of a
stockholder, except as therein provided.
SECTION 2 - LOST OR DESTROYED CERTIFICATES:
The holder of any certificate representing shares of stock of the Corporation
shall immediately notify the Corporation of any loss or destruction of the
certificate representing the same. The Corporation
BYLAWS - 8
<PAGE>
may issue a new certificate in the place of any certificate theretofore issued
by it, alleged to have been lost or destroyed. On production of such evidence or
loss or destruction as the Board of Directors in its discretion may require, the
Board of Directors may, in its discretion, require the owner of the lost or
destroyed certificate, or his legal representatives, to give the Corporation a
bond in such sum as the Board may direct, and with surety or sureties as may be
satisfactory to the Board, to indemnify the Corporation against any claims,
loss, liability or damage it may suffer on account of the issuance of the new
certificate. A new certificate may be issued without requiring any such evidence
or bond when, in the judgment of the Board of Directors, it is proper to do so.
SECTION 3 - TRANSFER OF SHARES:
(a) Transfer of shares of stock of the Corporation shall be made on the stock
ledger of the Corporation only by the holder of record thereof, in person or by
his duly authorized attorney, upon surrender for cancellation of the certificate
or certificates representing such shares of stock with an assignment or power of
transfer endorsed thereon or delivered therewith, duly executed, with such proof
of the authenticity of the signature and of authority to transfer and of payment
of taxes as the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of record of any
shares of stock as the absolute owner thereof for all purposes and accordingly,
shall not be bound to recognize any legal, equitable or other claim to, or
interest in, such share or shares of stock on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.
SECTION 4 - RECORD DATE:
In lieu of closing the stock ledger of the Corporation, the Board of Directors
may fix, in advance, a date not exceeding sixty (60) days, nor less than ten
(10) days, as the record date for the determination of stockholders entitled to
receive notice of, or to vote at, any meeting of stockholders, or to consent to
any proposal without a meeting, or for the purpose of determining stockholders
entitled to receive payment of any dividends or allotment of any rights, or for
the purpose of any other action. If no record date is fixed, the record date for
the determination of stockholders entitled to notice or, or to vote at, a
meeting of stockholders hall be at the close of business on the day next
preceding the day on which the notice is given, or, if no notice is given, the
day preceding the day on which the meeting is held. The record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the resolution of the directors relating thereto is adopted.
When a determination of stockholders of record entitled to notice of, or to vote
at, any meeting of stockholders has been made, as provided for herein, such
determination shall apply to any adjournment thereof, unless the directors fix a
new record date for the adjourned meeting.
BYLAWS - 9
<PAGE>
ARTICLE VI - DIVIDENDS
Subject to applicable law, dividends may be declared and paid out of any funds
available therefor, as often, in such amount, and at such time or times as the
Board of Directors may determine.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be ___________________, and may be
changed by the Board of Directors from time to time subject to applicable law.
ARTICLE VIII - CORPORATE SEAL
The corporate seal shall be in such form as shall be approved from time to time
by the Board of Directors.
ARTICLE IX - INDEMNITY
(a) Any person made a party to any action, suit or proceeding, by reason of the
fact that he, his testator or interstate representative is or was a director,
officer or employee of the Corporation or of any corporation in which he served
as such at the request of the Corporation shall be indemnified by the
Corporation against the reasonable expenses, including attorneys' fees, actually
and necessarily incurred by him in connection with the defense of such action,
suit or proceedings, or in connection with any appeal therein, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding or in connection with any appeal therein that such officer director
or employee is liable for gross negligence or misconduct in the performance of
his duties.
(b) The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which any officer or director or employee may be entitled apart
from the provisions of this section.
(c) The amount of indemnity to which any officer or any director may be
entitled shall be fixed by the Board of Directors, except that in any case in
which there is no disinterested majority of the Board available, the amount
shall be fixed by arbitration pursuant to the then existing rules of the
American Arbitration Association.
ARTICLE X - AMENDMENTS
SECTION 1 - BY STOCKHOLDERS:
All bylaws of the Corporation shall be subject to alteration or repeal, and new
bylaws may be made, by the affirmative vote of stockholders holding of record in
the aggregate at least a majority of the
BYLAWS - 10
<PAGE>
outstanding shares of stock entitled to vote in the election of directors at any
annual or special meeting of stockholders, provided that the notice or waiver of
notice of such meeting shall have summarized or set forth in full therein, the
proposed amendment.
SECTION 2 - BY DIRECTORS:
The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time, bylaws of the Corporation, provided, however, that the
stockholders entitled to vote with respect thereto as in this Article X
above-provided may alter, amend or repeal bylaws made by the Board of Directors,
except that the Board of Directors shall have no power to change the quorum for
meetings of stockholders or of the Board of Directors or to change any
provisions of the bylaws with respect to the removal of directors of the filling
of vacancies in the Board resulting from the removal by the stockholders. In any
bylaw regulating an impending election of directors is adopted, amended or
repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of stockholders for the election of Directors, the bylaws so
adopted, amended or repealed, together with a concise statement of the changes
made.
BYLAWS - 11
<PAGE>
CERTIFICATE OF PRESIDENT
THIS IS TO CERTIFY that I am the duly elected, qualified and acting
President of
_______________________________________________
and that the above and foregoing bylaws constituting a true original copy were
duly adopted as the bylaws of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand.
DATED: ________________________
__________________________________________
PRESIDENT
BYLAWS - 12
EXHIBIT 3
INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE
NUMBER SHARES
1068 **5000**
CUSIP NO. 00759K 10 8
ADVANCED PRODUCTS GROUP, INC.
40,000,000 AUTHORIZED SHARES $.001 PAR VALUE NON-ASSESSABLE
THIS CERTIFIES THAT STRAWBERRY FAMILY LIMITED IS THE RECORD HOLDER OF FIVE
THOUSAND SHARES OF ADVANCED PRODUCTS GROUP, INC. COMMON STOCK TRANSFERABLE ON
THE CORPORATION IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THE
CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED
BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR. WITNESS THE FACSIMILE
SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES OF ITS DULY AUTHORIZED
OFFICERS.
DATED: JULY 8th 1999 COUNTERSIGNED AND REGISTERED
- - - - -------------------- FIDELITY TRANSFER COMPANY (SALT LAKE CITY, UTAH)
By:[ILLEGIBLE]
------------------------
TRANSFER AGENT AND REGISTRAR - AUTHORIZED SIGNATURE
/s/ RONALD WEPRIN /s/ EDWARD J. DEPARMA, JR.
- - - - ---------------- --------------------------
Ronald Weprin Edward J. Deparma, Jr.
SECRETARY PRESIDENT
[CORPORATE SEAL]
[ILLEGIBLE]
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS A COMPLIANCE WITH THE REGISTRATION
PROVISIONS OF SUCH ACT HAS BEEN MADE OR UNLESS AVAILABILITY OF AN EXEMPTION
FROM SUCH REGISTRATION PROVISIONS HAS BEEN ESTABLISHED, OR UNLESS SOLD PURSUANT
TO RULE 144 UNDER THE SECURITIES ACT OF 1933.
EXHIBIT 3.a
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
AUG 27 1998
No. C-20451-98
----------
/s/ DEAN HELLER
- - - - -------------------------------
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
CRA-Z SOAP CORP.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned has this day formed a corporation for the
transaction of business, and the promotion and conduct of the objects and
purposes hereinafter stated, under and pursuant to the laws of the State of
Nevada.
AND WE DO HEREBY CERTIFY THAT
I.
The name of the corporation is:
CRA-Z SOAP CORP.
II.
The Resident Agent of the corporation shall be Ronald M. Pehr, Esq.,
with offices located in the County of Clark at the following address:
Edward J. Achrem & Associates
512 South Tonopah Drive, Suite 100
Las Vegas, Nevada 89106
Offices for the transaction of any business of the corporation and
where the meetings of the Board of Directors and of the stockholders may be
held, may be established and maintained in any other part of the State of
Nevada, or in any other state, territory or
<PAGE>
possession of the United States of America, or in any foreign country.
III.
The nature of the business and objects and purposes proposed to be
transacted, promoted or carried on by the corporation is: To transact any and
all lawful business.
IV.
The amount of the total authorized capital stock of this corporation
is 25,000,000 shares with a par value of .001 cent. Each share of stock shall be
entitled to voting power.
V.
The governing board of this corporation shall be known as Directors,
and the number thereof shall be one (3). The number of Directors may from time
to time be increased in such manner as shall be provided by the bylaws of this
corporation. Directors need not be shareholders, but shall be of full age and at
least one shall be a citizen of the United States. The number of directors may
be increased or decreased if the shareholders do not exceed the number of
directors. The name and post office address of the first Board of Directors,
which shall be (3) in number are as follows:
Ronald I. Weprin
420 Beach Road, #403
Sarasota, Florida 34242
Richard N. Herman
420 Beach Road, #403
Sarasota, Florida 34242
Russ D'Agata
420 Beach Road, #403
Sarasota, Florida 34242
<PAGE>
VI.
The private property of the stockholders, directors, and officers
shall not be liable for the debts and liabilities of the corporation, and the
directors, officers, and stockholders shall not be personally liable for damages
for breach of fiduciary duty.
VII.
The capital stock of the corporation, after the amount of the
subscription price has been paid in money, property or services, as the
Directors shall determine, shall not be subject to assessment to pay the debts
of the corporation, nor for any other purpose, and no stock issued as fully paid
up shall be assessable or assessed, and the Articles of Incorporation shall not
be amended in this particular.
VIII.
The corporation is to have perpetual existence.
IX.
The name and address of the incorporator signing these Articles of
Incorporation is:
Ronald I. Weprin
420 Beach Road, #403
Sarasota, Florida 34242
The undersigned, being the original incorporator hereinbefore named,
for the purpose of forming a corporation to do business both within and without
the State of Nevada, and in pursuance of the general corporation laws of the
State of Nevada, does make and file this certificate, hereby declaring and
certifying that the facts
<PAGE>
hereinabove stated are true, and accordingly have hereunto set my hand this 26th
day of August, 1998.
/s/ RONALD I. WEPRIN
--------------------
RONALD I. WEPRIN
STATE OF NEVADA)
) ss.
COUNTY OF CLARK)
On this 26th day of August, 1998, before me the undersigned notary
public in and for the County of Clark, State of Nevada, duly questioned and
sworn, personally appeared, RONALD I. WEPRIN, known to me to be the persons
named herein, who executed the foregoing and acknowledged to me that he did
execute the same freely and voluntarily for the purposes and uses herein
mentioned.
/s/ MARIE LUM
-----------------
[NOTARY SEAL] NOTARY PUBLIC
NOTARY PUBLIC
MARIE LUM
-------------
STATE OF NEVADA
COUNTY OF CLARK
MY APPOINTMENT EXPIRES
MAY 19, 2002
NO. 98-1889-1
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
CRAZ PRODUCTS, INC.
CRAZ PRODUCTS, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
1. That the Board of Directors of CRAZ PRODUCTS, INC. duly adopted
resolutions setting forth proposed amendments of the Certificate of
Incorporation of said corporation, declaring said amendments to be advisable and
taking action of the stockholders of said corporation for consideration
thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Articles thereof numbered "FIRST" and "FOURTH" so that,
as amended said Article shall be and read as follows:
FIRST: The name of the corporation is Advanced Products Group, Inc.
FOURTH: The amount of total authorized capital stock of the
corporation shall be divided into 40,000,000 shares of common stock having a par
value of $0.001 each and 1,000,000 shares of Series A Preferred Stock with terms
as follows: $.001 par value, 1 vote per share voting rights, a 1% non
cumulative dividend based on a face value with preference over the common
shares, $0.001 per share face value, with no conversion.
2. That said amendments were duly adopted by written consent in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, said CRAZ PRODUCTS, INC. has caused this certificate to be
signed by its Authorized Officer this 12th day of March 1999.
By: /s/ RONALD WEPRIN
-----------------------------
Ronald Weprin, VP & Secretary
<PAGE>
NOTARY CERTIFICATE
State of Florida )
) ss.
County of )
On the 10th day of September, 1998, personally appeared before me, a Notary
Public, Richard Herman and Ronald Weprin, who executed the foregoing Articles
of Amendment of Advance Technologies Group, Inc.
/s/ ELAINE M. DAMASCO
-------------------------
NOTARY PUBLIC
MY COMMISSION EXPIRES:
[NOTARY SEAL]
ELAINE M. DAMASCO
COMMISSION #CC 628815
EXPIRES APR. 22, 2001
BONDED THROUGH
ATLANTIC BONDING CO. INC.
2
<PAGE>
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
CRAZ PRODUCTS, INC.
Pursuant to the provisions of the Delaware Corporation code, as
amended, the Undersigned corporation adopts the following amendment to the
Articles of Incorporation.
1. Pursuant to the taking action by consent of the majority of the
Shareholders of Craz Products Inc. (the "Company") on March 12, 1999
2. The number of common shares of the corporation outstanding at time
of adoption was 4,892,106 common shares and 266,684 Series A Preferred shares
the number of shares entitled to vote thereon being 10,225,783.
3. Of the 10,225,783 possible votes, shareholders representing
5,265,149 consented to an amendment to the Articles of Incorporation as follows:
A. Change the preference for 1 million A Series Preferred
shares as follows: $0.001 par value, 1 vote per share voting
rights, a 1% non cumulative dividend based on face value
with a preference over common shares, $.001 per share face
value, with no conversion rights
B. The name of the Company is: Advanced Products Group, Inc.
Dated this ___day of March, 1999
By: /s/ RONALD WEPRIN
------------------------
Ronald Weprin, Secretary
State of Florida )
:
County of Sarasota )
On the 16th day of March, 1999 personally appeared before me, a Notary
Public, Ronald Weprin, who executed the foregoing Articles of Amendment of
Advanced Technologies Group, Inc.
/s/ TAMMY J. FREED
-----------------------
Notary Public
My commission expires;
[NOTARY SEAL]
Tammy J. Freed
Notary Public, State of Florida
Commission No. CC 505010
My Commission Expires 10/24/99
<PAGE>
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
ADVANCED TECHNOLOGIES GROUP, INC.
Pursuant to the provisions of the Delaware Corporation code, as
amended, the Undersigned corporation adopts the following amendment to the
Articles of Incorporation.
1. Pursuant to the taking action by consent of a majority of the
Shareholders of Advanced Technologies Group, Inc. ("the Company") on September
10, 1998.
2. The number of common shares of the corporation outstanding at the
time of adoption was 5,200,000 common shares and the number of shares entitled
to vote thereon was the same.
3. Of the 5,200,000 possible votes, shareholders representing
3,000,000 consented to an Amendment to the Articles of Incorporation as follows:
A. Capitalization to include: Series A Preferred Stock. Authorized one
million shares of Series A preferred stock with terms as follows: $.001 par
value, 20 votes per share voting rights, a 3% non cumulative dividend based on
face value with preference over the common shares, $1.00 per share face value,
convertible into common shares on a twenty for one basis commencing two years
after issuance.
B. Name of the Company: Cra-Z Products, Inc.
Dated this 10th day of September, 1998.
/s/ RONALD WEPRIN, SECRETARY
------------------------------
Ronald Weprin, Secretary
[NOTARY SEAL]
PAMELA A. MATHEWS
State of Florida
My Comm. Exp. Dec. 20, 1999
Comm. #CC 520188
/s/ PAMELA A. MATHEWS
- - - - ---------------------------
1
EXHIBIT 6.a
LICENSE AGREEMENT
AGREEMENT made this 27th day of August, 1998 between Cra-Z Soap Corp., a Nevada
corporation (hereinafter Licensee), and Masters Marketing and Development, Inc.,
a Tennessee corporation (hereinafter Licensor).
WHEREAS Licensee wishes to obtain an irrevocable exclusive license under the
Licensed Properties, as defined below, to make, have made, use, sell and have
sold products using the techno1ogy contained in the Licensed Properties
throughout the Territory, as defined below; and
WHEREAS: Licensor is willing to grant Licensee such an exclusive license.
NOW THEREFORE, in consideration of the premises above, and the mutual covenants
and conditions contained in this Agreement, as well as other valuable
consideration, the receipt and sufficient of which is hereby acknowledged, the
parties agree as follows:
ARTICLE I-DEFINITIONS
The following terms (except as otherwise expressly provided or unless, the
context otherwise requires) for all purposes of this Agreement shall have the
following respective meanings (it being understood that the terms defined in
this Agreement shall include in the singular number of the plural, and in the
plural number the singular).
1.01 "AFFILIATE" shall mean any corporation or other entity which either
directly or indirectly controls a party to this Agreement, is controlled by
such party, or is under common control with such party. As used here, the
term "control" means possession of the power to direct or cause the direction of
the management and policies of a corporation or other entity, whether through
the ownership of voting securities, by contract or otherwise.
1.02 "AGREEMENT" shall mean this Agreement, including all exhibits and schedules
annexed to this Agreement.
1.03 "LICENSED PROPERTIES" shall mean the patents and other intellectual
properties and applications for patents, improvements, technology, products and
devices that are identified in Exhibit A annexed to this Agreement, and all
foreign counterparts and extensions thereof, as well as all other patents,
know-how, inventions, ideas, methods, processes and concepts, whether now
existing or hereinafter conceived or acquired by or through Licensor.
1.04 "PRODUCTS" shall means any and all products, devices and supplies
manufactured, distributed or sold by Licensee using the Licensed Properties
under the License granted by this Agreement.
1.05 "TERRITORY" as used herein shall mean the entire world.
1.06 "TERM" as used herein, the term of this license shall be twenty (20) years
beginning from the date of signing of this Agreement.
ARTICLE II-GRANT OF LICENSE
2.01 LICENSED PROPERTIES. Licensor hereby grants and agrees to grant Licensee
and its Affiliates, and Licensee and its Affiliates accept, an irrevocable
exclusive license, even as to Licensor, under the Licensed Properties in the
Territory with the right to grant sublicenses, to use and sell the technology
and to use, sell and have sold the Products in the Territory. The license shall
include, but not be limited to, all products and devices presently and in the
future conceived and developed by Licensor, as well as all improvements on
existing technology, devices and products
2.02 TRADEMARKS. Licensee and its Affiliates shall be free to sell products
using the Licensed Properties, and shall be free to register trademarks and
tradenames with respect to such products under any trademark selected or
registered by Licensee or any of its Affiliates in any country in the Territory,
and all trademarks, tradenames, slogans, logos, trade dress and goodwill owned
or developed by Licensee or associated with the Licensed Properties or any
products or devices developed from the Licensed Properties shall be the sole and
exclusive property of Licensee or its Affiliates.
PAGE 1 OF 6
LICENSE AGREEMENT
<PAGE>
2.03 RIGHT OF FIRST REFUSAL ON TECHNOLOGY. Licensor hereby grants to Licensee
and its Affiliates a right of first refusal to exclusively use, manufacture,
develop, sell, market and distribute products based on new patents and
applications for patents, other intellectual property, improvements, technology,
products, devices, know-how, inventions, ideas, methods, processes and concepts
which are owned or developed by Licensor and are not included in the Licensed
Properties ("NEW TECHNOLOGY"). At the time when Licensor develops any such New
Technology, Licensor shall offer to Licensee, in writing, the right to use,
manufacture, develop, sell, market and distribute products based on such New
Technology, describing in sufficient detail the nature of such New Technology.
Licensee and Licensor shall discuss the offer, negotiating its terms in good
faith, and Licensor shall memorialize an offer to Licensee in writing based on
such discussions ("OFFER"). From the date the Offer is received, Licensee shall
have sixty (60) days within which to accept the Offer which acceptance shall
also be in writing. If Licensee declines the Offer, Licensor shall be free to
solicit other interest in the New Technology proposed. However, prior to
licensing any such New Technology to a third party, Licensor shall offer
Licensee in writing the same terms and conditions on which the proposed license
to the third party is based and Licensee shall have thirty (30) days in which to
meet the terms and conditions of such proposed license, which shall be done in
writing.
ARTICLE III-ROYALTIES
3.01 ROYALTIES. Each month Licensee shall pay Licensor a royalty of ten percent
(10%) of the Adjusted Gross Sales Price of any Products sold by Licensee or its
Affiliates for which Licensee receives payment OR twenty thousand dollars U.S.
($20 000.00) (the "monthly minimum"), whichever is greater ("Royalties").
"Adjusted Gross Sales Price" shall mean the gross sales price of any Products
sold less returns and reasonable actual discounts or rebates. At such time as
the total amount of Royalties paid reaches a sum equal to or exceeding two
million dollars U.S. ($2,000,000.00), the percentage of Adjusted Gross Sales
paid as royalty as defined above shall change FROM ten percent (10%) TO three
percent (3%) with NO MONTHLY MINIMUM.
3.02 PAYMENT OF ROYALTIES. Licensee shall pay Licensor the Royalties on the
first day of each month during the Term.
3.03 INSPECTION. Licensor shall be permitted at reasonable times, and upon at
least three (3) days prior written notice to Licensee, to inspect the books and
records of Licensee as such relate to sales of the Products for the purpose of
determining the accuracy of the Royalties paid to Licensor pursuant to this
Article III.
ARTICLE IV-ADVANCED ROYALTIES AND LOAN
4.01 ADVANCE ROYALTIES. There are no advance royalties due under this License.
ARTICLE V-INSPECTIONS AND AUDITS
5.01 INSPECTIONS. Licensee and Licensor shall have the right to have its
representatives inspect and audit the facilities, premises, and books and
records of the other party with thirty (30) days notice. Each party shall
cooperate fully with the other party in all such inspections and audits.
ARTICLE VI-REPRESENTATIONS AND WARRANTIES
6.01 REPRESENTATIONS AND WARRANTIES OF LICENSOR. Licensor hereby represents and
warrants the following to License as of the date of this Agreement:
(a) Licensor is a corporation duly organized, validly existing and in good
standing under the laws of the State of Tennessee.
(b) Licensor has full corporate power and authority to enter into and
perform this Agreement. The execution, delivery and performance of this
Agreement by Licensor have been duly authorized by all requisite
corporate action.
(c) Licensor is the sole owner of all right, title and interest in and to
the licensed Patents and other intellectual property, and Licensor has
legal power, authority and right to grant the exclusive license under
the Licensed Properties.
LICENSE AGREEMENT PAGE 2 OF 6
<PAGE>
(d) To Licensor's knowledge, there are no patents owned by others and no
other property rights or property of others which would be infringed or
misused by Licensee or its Affiliates or sublicensees as a result of
their exercise of the rights in and to the Licensed Properties and the
products granted by this Agreement.
(e) There are no actions, suits, or claims pending against Licensor or its
Affiliates in any court or by or before any governmental body or
agency with respect to the Licensed Properties or Products, and to the
best of Licensor's knowledge, no such actions, suits or claims have
been threatened against Licensor or its Affiliates.
(f) Licensor has no knowledge of any infringement of the Licensed
Properties or knowledge of any claim or allegation, or any basis
thereof, of patent infringement or misuse of any confidential
information with regard to the Licensed Properties or Products.
(g) No other person or organization presently has any effective
assignment, option, license or sublicense under the Licensed
Properties or with respect to the manufacture, use or sale of the
Products or other products using the Licensed Properties.
(h) The Licensed Properties include all of the patents, applications for
patents, improvements, technology, products, foreign counterparts and
extensions thereof, know-how, inventions, ideas, concepts, methods and
processes presently owned, used or developed by Licensor.
(i) Licensor's facilities, equipment and operations are in material
compliance with all applicable laws and regulations. Licensor holds all
material licenses, permits and other governmental authorizations
necessary or required by Licensor to conduct its operations and
business in the manner presently conducted.
6.02 REPRESENTATIONS AND WARRANTIES OF LICENSEE. Licensee hereby represents and
warrants the following to Licensor as of the date hereof:
(a) Licensee is a corporation duly organized and validly existing under
the laws of the State of Nevada.
(b) Licensee has full corporate power and authority to enter into and
perform this Agreement. The execution, delivery and performance of this
Agreement by Licensee have been duly authorized by all requisite corporate
action.
6.03 SURVIVAL. The foregoing representations and warranties of the parties
shall survive termination or expiration of this Agreement.
ARTICLE VII-INDEMNIFICATION
7.01 LICENSOR INDEMNIFICATION. Licensor shall indemnify and hold Licensee
harmless against any and all liabilities, damages, losses, costs, expenses,
claims, suits, recoveries and judgments (including attorneys' fees and expenses)
of Licensee, its Affiliates or any third party resulting from or arising out of
(i) a breach of Licensor of any of its obligations, covenants or agreements
under this Agreement, (ii) the failure of any of the representations and
warranties made by Licensor under this Agreement to be true and correct as of
the date hereof, (iii) any act or omission on the part of Licensor or any of its
employees or Affiliates or agents in the performance of this Agreement, (iv) any
actual or alleged damage to property, injury or death occurring to any person
resulting from Licensor's Product Development or any defects which occur in the
Product Development, (v) patent infringement claims relating to the Licensed
Properties, to the extent provided in Article VIII of this Agreement below, and
(vi) infringement, unauthorized use or other claims relating to other
intellectual or other property owned or licensed by Licensor, its employees,
agents or Affiliates and not expressly licensed to Licensee under this
Agreement.
7.02 SURVIVAL. The foregoing indemnification obligations shall survive
termination or expiration of this Agreement.
LICENSE AGREEMENT PAGE 3 OF 6
<PAGE>
ARTICLE VIII-PATENT PROSECUTION AND INFRINGEMENT
8.01 PROSECUTION. Licensor shall keep Licensee currently advised of all steps
taken or to be taken in the prosecution of all applications for patents and
improvements included in the Licensed Properties and shall furnish Licensee with
copies of all such patent applications promptly after filing. Licensee shall be
responsible for all fees with respect to such patent applications and all fees
necessary for the maintenance of the Licensed Properties in the Territory.
Licensor shall consult with Licensee with respect to the prosecution of such
patent applications or patents resulting therefrom.
8.02 INFRINGEMENT ACTIONS.
(a) Licensee and Licensor shall each promptly notify the other following
the discovery of any infringement of the Licensed Properties or
unauthorized use of the Products which may come to their attention.
Licensor shall promptly make all efforts to obtain a discontinuance of
the infringement and, if not successful, Licensor shall bring suit
against the infringer.
(b) If Licensor fails to obtain a discontinuance of such infringement or
unauthorized use and/or fails to bring an infringement suit within
thirty (30) days after discovery of such infringement or unauthorized
use ("Initial Period"), then Licensor shall give notice in writing to
Licensee within fifteen (15) days following the Initial Period of such
failure, and Licensee may, but is not required to obtain a
discontinuance of the alleged infringement or unauthorized use or bring
an infringement suit. Any infringement suit brought by Licensee shall
be in the name of Licensor or Licensee, or jointly in the name of
Licensor and Licensee, as Licensee shall elect in its sole discretion,
or as required by the law of the forum.
(c) With respect to any suit for infringement of the Licensed Properties
or unauthorized use of the Products, the party that did not institute
suit shall render all reasonable assistance to the party that did
institute suit including, but not limited to, executing all documents
as may be reasonably requested by the party that did institute suit. In
the event Licensee institutes suit, Licensee shall be entitled to
reimbursement from Licensor for all of its attorneys' fees, costs and
expenses including the expenses of any expert witnesses that may be
retained ("INFRINGEMENT EXPENSES"), which Licensor shall pay upon
demand from Licensee, and Licensee may deduct such Infringement
Expenses from any and all sums, including Royalties, which Licensee
owes Licensor on a first priority basis.
8.03 INFRINGEMENT OF THIRD PARTY PATENTS. Each party shall notify the other
promptly in the event of the receipt of notice of any action, suit or claim
alleging infringement by the manufacture, use or sale of the Products, or of any
patent or proprietary right held or alleged to be held by a third party.
Licensor shall indemnify and hold Licensee, its Affiliates and sublicensees,
harmless from all damages, losses, costs, expenses, claims, suits, recoveries
and judgments (including attorneys' fees, expenses, costs and expert witness
fees) related thereto. This indemnification obligation shall survive the
termination of this Agreement.
8.04 OFFSET. In the event it is necessary, in Licensee's judgment, for Licensee
to make royalty or other payments to a third party in order for Licensee to
exercise or continue to exercise any rights granted to Licensee pursuant to the
terms of this Agreement in relation to the Licensed Properties and Products,
Licensee shall be entitled to offset any amounts so paid to any third party
against amounts due or which may become due to Licensor under this Agreement.
ARTICLE IX-CONFIDENTIALITY
9.01 During the Term and for a period of five (5) years thereafter, each of
the parties and their respective employees, agents, directors, officers,
Affiliates and sublicensees shall hold in confidence all confidential or
proprietary information of the other party disclosed hereunder ("INFORMATION")
except for and to the extent that such Information (i) is or becomes generally
available to the public through no fault of the receiving party; (ii) can be
demonstrated in writing to have been known by the receiving party at the time of
its disclosure by the other party or is independently developed after the date
of disclosure by the receiving party without the application or use of the
Information; (iii) becomes known to the other party from a source other than the
disclosing party without breach of this Agreement by such party, provided, that
such other source has the lawful right to disclose
LICENSE AGREEMENT PAGE 4 OF 6
<PAGE>
such Information, or (iv) is disclosed pursuant to a final, binding,
nonappealable order or requirement of a court, administrative agency or other
government body.
ARTICLE X-MISCELLANEOUS
10.01 GOVERNING LAW. This Agreement shall be covered by and construed in
accordance with the laws of the State of Nevada other than provisions relating
to conflicts of law provided, however, that all questions concerning the
construction or effect of any patent applications or patents shall be decided in
accordance with the laws of the country or territory in question. Each party
hereto submits to the jurisdiction of the courts of the State of Nevada, County
of Clark, or to the United States District Court in connection with any matter
relating to this Agreement.
10.02 ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and
agreement between the parties hereto with respect to the Licensed Properties,
the Products and the other matters contemplated or covered herein. This
Agreement supersedes any and all previous agreements, commitment and
understandings, whether oral or written, between the parties hereto. This
Agreement may not be modified, amended or supplemented except by way of a
writing signed by a duly authorized representative of each of the Parties
hereto.
10.03 ASSIGNMENT. This Agreement shall not be assignable by either party without
the prior written consent of the other party.
10.04 NOTICES. Any notice, request, instruction, report or other document to be
given hereunder shall be given in writing by hand delivery or by posting by
certified or registered mail, postage prepaid, or by facsimile, receipt
confirmed, as follows:
IF TO LICENSEE: WITH A COPY TO:
Cra-Z Soap Corp. Edward I. Achrem & Associates
420 Beach Rd. A,403 512 South Tonopah Dr. Suite 100
Sarasota, FL 34242 Las Vegas, NV 89106
ATTN: President
Fax:
IF TO LICENSEE: WITH A COPY TO:
Masters Marketing and Development Inc. Edward J. DaParma
4551 Northgate Ct. 8735 Bay Parkway Suite B-44
Sarasota, FL 34242 Brooklyn, NY 11214
ATTN: President
Fax: (941) 351-3459
or to such other address as a party may specify by notice hereunder.
10.05 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties and their respective permitted successors,
legal representatives and assigns.
10.06 SEVERABILITY. If and to the extent that any court of competent
jurisdiction holds any provision or part of this Agreement to be invalid or
unenforceable, such holding shall in no way affect the Validity of the remainder
of this Agreement.
10.07 INDEPENDENT CONTRACTORS. The relationship of the parties under this
Agreement is that of independent contractors. Neither party shall be deemed to
be the agent of the other, and neither is authorized to take any action binding
upon the other.
10.08 COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original and both together shall be deemed to be
one and the same Agreement.
10.09 HEADINGS. All headings in this Agreement are inserted for convenience of
reference only and shall not affect its meaning or interpretation.
10.10 WAIVERS. Any waiver of any term or condition of or obligation under this
Agreement must be set forth explicitly in writing, signed by the waiving party.
A waiver by either party of any of the terms and conditions of
LICENSE AGREEMENT PAGE 5 OF 6
<PAGE>
or obligations of the other party under this Agreement in any instance shall not
be deemed or construed to be a waiver of such term condition or obligation for
the future.
10.11 FURTHER ASSURANCES. Licensor and Licensee each agree on behalf of
themselves and their respective Affiliates and sublicensees to produce or
execute such other documents or agreements as may be necessary or desirable
for the execution and implementation of this Agreement and the consummation of
the transactions contemplated hereby.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first written above.
FOR CRA-Z SOAP CORP. FOR MASTER MARKETING AND DEVELOPMENT, INC.
By: /s/ RONALD WEPRIN By: /s/ RICHARD HERMAN
- - - - --------------------- ----------------------
Ronald Weprin Richard Herman
Secretary President
- - - - --------- ---------
TITLE TITLE
LICENSE AGREEMENT PAGE 6 OF 6
<PAGE>
Exhibit "A"
to
Cra-Z Soap License Agreement
This License covers any and all formulas, patents, applications for patents,
trade secrets, improvements, technology or technological products, intellectual
properties, know-how, ideas, methods, processes and concepts, and devices
("formulas"), whether now existing or hereafter conceived, developed or acquired
by Licensor relating to the product known as Cra-Z Soap or any similar product
or any application of the formulas to any product or commercialization thereof.
<PAGE>
ADDENDUM TO LICENSE AGREEMENT
FROM MASTERS MARKETING INC. TO CRA-Z SOAP INC.
The following two paragraphs are an Addendum to that certain License
Agreement referenced above, and are executed and agreed to as though they are
included in the original License Agreement and each have the same force and
effect as though they were included in the original License Agreement.
1. The License agreement may not be voided, dissolved, terminated or
eliminated, except in the instance of complete insolvency or
disillusion of Cra-Z Soap Inc. or any subsequent assignee of the
License. The licensor may not pursue invalidation of the license
unless the licensee is at least one year delinquent in its obligations
to the licensor.
2. The licensee and licensor acknowledge that they are controlled by
the same parties. Accordingly, the licensor agrees that its officers,
directors, agents or principal share holders shall not conduct any
business that shall favor the licensor over the licensee in any way.
The unsigned licensor and licensee execute the foregoing and make this
Addendum part of the original License Agreement.
Executed this 2nd day of September, 1998.
By: /s/ RUSS D'AGATA
- - - - ---------------------
Cra-Z Soap Inc.
Licensee
By: /s/ RONALD WEPRIN
- - - - ----------------------
Masters Marketing
Licensor
<PAGE>
AGREEMENT OF MERGER
OF
CRA-Z SOAP CORP., A NEVADA CORPORATION
INTO
ADVANCED TECHNOLOGIES GROUP, INC., A DELAWARE CORPORATION
AS THE SURVIVING CORPORATION
AGREEMENT OF MERGER, dated as of this 28th day of August, 1998, between
Cra-Z Soap Corp., a Nevada corporation, herein called CRA-Z, and Advanced
Technologies Group, Inc., a Delaware corporation, herein called ATG, the two
entities being hereinafter sometimes called the Constituent Corporations.
WHEREAS the Boards of Directors of the Constituent Corporations deem it
advisable and to the benefit of both corporations that the corporations merge
under the terms and conditions hereinafter set forth, such merger to be effected
pursuant to the statutes of the State of Delaware and they have duly approved
and authorized the form of agreement of merger.
WHEREAS CRA-Z is a corporation duly organized under the laws of the
State of Nevada having been formed August 27, 1998, having authorized
capitalization of twenty-five million (25,000,000) shares at $0.001 par value
common stock of which seven million three hundred and eleven thousand
(7,311,000) shares have been issued, and
WHEREAS ATG is a corporation duly organized under the laws of the State of
Delaware having been incorporated December 31, 1985, said corporation having
authorized capital stock consisting of forty million (40,000,000) shares all of
which are of one class with a par value of $0.001 per share of which
approximately one million one hundred thousand (1,100,000) shares are issued
and outstanding, and
WHEREAS the laws of the State of Delaware permit such a merger, and the
Constituent Corporations desire to merge under and pursuant to the provisions
of the laws of the State of Delaware;
NOW THEREFORE, In consideration of the premises and of the mutual
agreements end covenants herein contained, it is agreed that CRA-Z is merged
into ATG, a Delaware corporation, which shall be the Surviving Corporation, and
the terms and condition, of such merger and the mode of carrying it into effect
are and shall be as follows:
1. NAME OF SURVIVING CORPORATION: The name of the corporation, which is
sometimes hereinafter referred to as the Surviving Corporation, shall, from
and after the effective date of the merger, be Cra-Z Products, Inc., a
Delaware corporation. The separate existence of Cra-Z Soap Corp., a Nevada
corporation, shall cease at the effective time of the merger, except
insofar as it may be continued by law or in order to carry out the purposes
of this Agreement of Merger and except as continued in the Surviving
Corporation.
2. ARTICLES OF INCORPORATION OF SURVIVING CORPORATION. The Articles of
Incorporation of the Surviving Corporation shall be the Articles of
Incorporation of ATG, a Delaware corporation, as amended, a copy of which
is attached as Exhibit 1, hereto.
3. BYLAWS. The Bylaws of ATG at the effective time of the merger shall be the
Bylaws of the Surviving Corporation until altered or repeated as provided
therein.
4. BOARD OF DIRECTORS AND OFFICERS. Simultaneously with the Closing of the
transactions contemplated by this Agreement, ATG shall deliver the written
resignations from all of its officers and directors, and a certificate of
ATG directors action, dated the Closing Date, electing those persons
designated by CRA-Z as the sole officers and directors of the Surviving
Corporation.
5. CONVERSION OF SHARES. The manner of converting the securities of the
Constituent Corporations into shares of the Surviving Corporation shall be
set forth in this paragraph:
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<PAGE>
(a) Immediately upon the effective date of the merger, each share of common
stock of CRA-Z outstanding, without any action on the part of the holder
thereof, shall automatically become and be converted into common stock or
Series "A" super preferred voting shares of the Surviving Corporation as
delineated on Schedule "D" attached hereto. Accordingly the Surviving
Corporation shall issue one million one hundred thousand (1,100,000)
restricted common shares and three hundred and ten thousand five hundred
and fifty (310,550) Series "A" super preferred voting shares to the current
shareholders of CRA-Z. The Series "A" super preferred voting shares (the
"Shares") shall have the following characteristics, preferences, rights and
attributes:
(1) Voting Rights. The holder of each shares of the Shares shall have the
right to cast twenty (20) votes per Share held on any and all matters
presented for shareholder consideration. Each holder of common shares
may cast one (1) vote per common share held on any and all matters
presented for shareholder consideration.
(2) Preferences. Holders of the Shares shall be preferred over holders of
common shares for payment of dividends or in any distribution to
shareholders resulting from liquidation of the issuer.
(3) Face Value and Redemption Value. The Shares have a face value of $1.00
each. The Shares may be redeemed by the issuer prior to any
conversion thereof any time after two (2) years from date of issuance
for $1.00 each at the option of the issuer.
(4) Dividends. The Shares earn a non-cumulative dividend of three percent
(3%) annually based upon the Shares face value and redemption value.
Dividends shall only be paid from earnings of the issuer, if any.
(5) Conversion. The Shares may be converted into restricted common shares
at any time commending two (2) years after date of issuance. Each
Series "A" preferred voting share may be converted into twenty (20)
restricted common shares. The holding period of any restricted common
shares issued as a result of conversion for purposes of Rule 144 or
any subsection thereof, as promulgated by the Securities and Exchange
Commission, shall commence upon the date of issuance of any such
Shares converted.
(b) After the effective date of the merger, any holder of a certificate or
certificates which theretofore represented shares of CRA-Z is required to
surrender the same to the Transfer Agent of the Surviving Corporation [the
name and address of the Transfer Agent is: Fidelity Transfer, 1800 South
West Temple, Suite 301, Salt Lake City, UT 84115] and shall, upon the
payment of the required fee, thereupon be entitled to receive in exchange a
certificate or certificates representing the number of shares of common or
preferred stock of the Surviving Corporation into which the shares
represented by such certificate or certificates shall be converted.
(c) After the effective date of merger any holder of a certificate or
certificates theretofore represented shares of common stock of ATG may, but
shall not be required to surrender to the Transfer Agent of the Surviving
Corporation [give name and address to transfer agent], and shall upon
payment of the required fee, be entitled to receive in exchange for each
one (1) share of ATG, a certificate or certificates representing one (1)
share of the Surviving Corporation, i.e., the same number of ATG shares
previously held.
(d) Subsequent to the Closing Date, there will be approximately two million two
hundred thousand (2,200,000) common and three hundred and ten thousand five
hundred and fifty (310,550) Series "A" super preferred voting shares issued
and outstanding.
(e) Current shareholders of ATG hold options to acquire up to two million
(2,000,000) unrestricted common shares at a price of $0.25 per share
acquired. The option provides that the shares be issued as unrestricted
shares pursuant to exemptions provided by Regulation D, Rule 504 as
promulgated by the Securities and Exchange Commission.
(f) Creation of Class "B" Preferred Shares. The Surviving Corporation shall
authorize and form Class "B" convertible preferred shares with an annual
dividend rate of twelve percent (12%), a conversion rate to
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<PAGE>
restricted common shares of $5.00 per share, a purchase price of $5.00 per
share and such other rights, preferences, characteristics and attributes as
determined by the Board of Directors of the Surviving Corporation.
6. REPRESENTATIONS OF ATG. The Officers and Directors of ATG hereby represent
and warrant as follows:
(a) FINANCIAL STATEMENT. The audited balance sheet of ATG dated as of July
31, 1997 and the related statements of income and changes of financial
position for the period then ended have been furnished to CRA-Z. Such
financial statements are complete and correct and have been prepared
in accordance with generally accepted accounting principles
consistently applied.
(b) PROPERTY AND ASSETS. Since completing the financial statements
referred to in Paragraph 6(a) above, ATG has abandoned its business
and has no material property or assets.
(c) ABSENCE OF CONTINGENT LIABILITIES. ATG has no material liabilities,
known or unknown, contingent or otherwise, as of August 26, 1998 which
are not reflected in the balance sheet of ATG other than as disclosed
therein.
(d) GOOD STANDING. ATG was duly organized and exists in good standing with
the laws of the State of Delaware and has all necessary corporate
power and authority to carry on its business.
(e) LITIGATION. To the best of the knowledge of the officers and directors
of ATG, there is no litigation, action or proceeding, pending or
threatened, which might result in any material liability on the part
of ATG, nor do they have any knowledge of any claims against ATG or of
any facts from which the assertion of a claim against ATG might be
reasonably inferred.
(f) TAXES. To the best knowledge and belief of ATG, all income, excise,
unemployment, social security, occupational, franchise and any and all
other taxes, duties, assessments or charges levied, assessed or
imposed upon ATG by the United States or by any state or municipal
government or subdivision or instrumentality thereof have been duly
paid, and all required tax returns or reports concerning any such
items have been duly filed. Further, ATG has not waived any statutes
of limitations with respect to any tax liability whatsoever nor have
consents been filed by ATG pursuant to section 3419(f) of the Internal
Revenue Code.
(g) MISCELLANEOUS. ATG has no employment contracts with any person; ATG
has no obligations to any officer or other employee and is not a party
to any written contracts; except as may be disclosed in a schedule
delivered concurrently with execution hereof.
(h) PUBLIC COMPANY STATUS. ATG represents that it is a non-reporting
public company that trades on the NASD OTC Bulletin Board
(i) VALID AGREEMENT. This Agreement has been duly executed and delivered
by ATG and constitutes a valid and legally binding obligation
enforceable in accordance with its terms. Neither the execution nor
delivery of this Agreement by ATG nor its performance, will result in
a violation or breach of any term or provision of or constitute a
default or give any party a right to accelerate the due date of any
indebtedness of ATG under any indenture, mortgage, deed of trust or
other contract or agreement.
(j) DISCLOSURE OF INFORMATION. ATG acknowledges that it or its
representatives have been furnished with substantially the same kind
of information regarding CRA-Z and its business, assets, results of
operations and financial condition, as might be provided in a public
sale of CRA-Z shares. ATG further represents that it has had the
opportunity to ask questions of and receive answers from CRA-Z shares.
ATG further represents that it has had the opportunity to ask
questions of and receive answers from CRA-Z regarding CRA-Z and its
business, assets, results of operations and financial condition and
the terms and conditions of the issuance of the shares in the
Surviving Corporation.
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<PAGE>
7. REPRESENTATIONS OF CRA-Z. The officers and Directors of CRA-Z hereby
represent and warrant as follows:
(a) FINANCIAL STATEMENT. There is no audited financial statement of CRA-Z
due to the fact that it is a newly incorporated entity.
(b) PROPERTY AND ASSETS. CRA-Z has a license from Masters Marketing and
Development, Inc. previously disclosed to ATG. Such license provides
an irrevocable exclusive worldwide license to market Cra-Z Soap and
any future products developed using the same anionic surfectant
formula as Cra-Z Soap.
(c) ACCOUNTS RECEIVABLE. CRA-Z represents that it has no accounts
receivable as of the writing of this Agreement.
(d) INVENTORIES. CRA-Z has no inventory.
(e) UNDISCLOSED LIABILITIES. Other than as disclosed on Schedule A hereof,
CRA-Z has no material liabilities, known or unknown, contingent or
otherwise which are not reflected in Schedule A.
(f) GOOD STANDING. CRA-Z was duly organized and exists in good standing
under the laws of the State of Nevada and has all necessary corporate
power and authority to carry on its business as presently conducted.
(g) LITIGATION. Other than as disclosed on Schedule A hereof, to the best
of the knowledge of the officers and directors of CRA-Z, there is no
litigation, action or proceeding, pending or threatened, which might
result in any material liability on the part of CRA-Z nor do they have
any knowledge of any claims against CRA-Z or of any facts from which
the assertion of a claim against CRA-Z might be reasonably inferred.
(h) EMPLOYMENT CONTRACTS; OBLIGATIONS TO OFFICERS AND EMPLOYEES. Other
than as provided in Schedule B, CRA-Z has no employment contracts or
other obligations to any officer or other employee,
(i) WRITTEN CONTRACTS. Other than as may be described in Schedule C
hereof, CRA-Z has no written contracts other than those entered into
in the ordinary and normal course of its business.
(j) VALID AGREEMENT. This Agreement has been duly executed and delivered
by CRA-Z and constitutes a valid and legally binding obligation
enforceable in accordance with its terms. Neither the execution nor
delivery of the Agreement by CRA-Z nor its performance, will result in
a violation or breach of any term or provision of or constitute a
default or give any party a right to accelerate the due date of any
indebtedness of CRA-Z under any indenture, mortgage, deed of trust or
other contract or agreement.
(k) TAXES. Other than as may be described on Schedule A hereof, to the
best knowledge and belief of CRA-Z, all income, excise, unemployment,
social security, occupational, franchise and any and all other taxes,
duties, assessments or charges levied, assessed or imposed upon CRA-Z
by the United States or by any state or municipal government or
subdivision or instrumentality thereof have been duly paid, and all
required tax returns or reports concerning any such item, have been
duly filed. Further, CRA-Z has not waived any statutes or limitations
with respect to any tax liability whatsoever nor have consents been
filed by CRA-Z pursuant to section 34l9(f) of the Internal Revenue
Code.
(I) DISCLOSURE OF INFORMATION. CRA-Z acknowledges that it or its
representatives have been furnished with substantially the same kind
of information regarding ATG and its business, assets, results of
operations and financial condition, as might be provided in a public
sale of ATG shares. CRA-Z further represents that it has had the
opportunity to ask questions of and receive answers from ATG regarding
ATG and its business, assets, results of operations and financial
condition and the terms and conditions of the issuance of the shares
in the Surviving Corporation.
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<PAGE>
8. CONDITIONS TO OBLIGATIONS OF CRA-Z. All obligations of CRA-Z under this
Agreement are subject to the fulfillment, prior to the Closing Date, of
each of the following conditions (any one or more of which may, in the
absolute discretion of ATG, be waived by ATG):
DOCUMENTS DELIVERED TO ATG. At the Closing, the following document
shall be delivered to ATG:
A certificate executed by CRA-Z dated the Closing Date,
certifying that:
(a) The representations and warranties of CRA-Z contained
in this Agreement are then true in all respects; and
(b) CRA-Z has complied with all agreements and conditions
required by this Agreement to be performed or complied
with by it.
9. CONDITIONS TO OBLIGATIONS OF ATG. All obligations of ATG under this
Agreement are subject to the fulfillment, prior to the Closing Date, or
each of the following conditions (any one or more of which may, in the
absolute discretion of CRA-Z, be waived by CRA-Z):
DOCUMENTS DELIVERED TO CRA-Z. At the Closing, the following documents
shall be delivered to CRA-Z:
(a) A certificate executed by ATG and its officers and directors
dated the Closing Date, certifying that:
(i) The representations and warranties of ATG contained in
this Agreement are then true in all respects; and
(ii) ATG has complied with all agreements and conditions
required by this Agreement to be performed or complied
with by it.
(b) The delivery of all original corporate books and records
which are appropriate for the new control of shareholders to
properly continue with the corporation; and
(c) The delivery to CRA-Z of a certified copy of resolutions
adopted by the board of directors of ATG authorizing the
execution, delivery and performance of this Agreement.
10. EFFECTIVE DATE OF MERGER.
(a) For all purposes of the laws of the State of Delaware, this Agreement
of Merger and the merger herein provided for shall become effective
and the separate existence of CRA-Z as a Nevada Corporation, except
insofar as it may be continued by statute, shall cease as soon as:
This Agreement of Merger shall have been adopted, approved, signed,
acknowledged in accordance with the laws of the State of Delaware and
certificates of its adoption and approval shall have been executed in
accordance with such laws; and the Certificate and Agreement of Merger
shall have been filed in the Office of the Delaware Corporation
Commission or other such equivalent office.
(b) The corporate identity, existence, purposes, powers, objects,
franchises, rights and immunities of ATG, a Delaware corporation shall
continue unaffected an unimpaired by the merger hereby provided for;
and the identities, existences, purposes, powers, objects, franchises,
right and immunities of CRA-Z shall be continued in and merged into
ATG, a Delaware corporation, which shall be fully vested therewith.
(c) The date upon which this Agreement is filed in the offices mentioned
above and upon which the Constituent Corporations shall so become a
single Corporation is the effective date of the merger.
(d) The date of execution of this Agreement by all required signatories
may be referred to as the "Closing Date."
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<PAGE>
11. AUTHORIZATION. The parties hereto acknowledge and respectively represent
that this Merger Agreement is authorized by the laws of the respective
Jurisdictions of the Constituent Corporations and that the matter was
approved at a special Board of Directors' meeting of the respective
corporations.
12. FURTHER ASSURANCES OF TITLE. As and when requested by the Surviving
Corporation or by its successors or assigns, CRA-Z will execute and deliver
or cause to be executed and delivered all such deeds and instruments and
will take or cause to be taken all such further action as the Surviving
Corporation may deem necessary or desirable in order to vest in and confirm
to the Surviving Corporation title to and possession of any property of any
of the constituent Corporations acquired by the Surviving Corporation by
reason or as a result of the merger herein provided for and otherwise to
carry out the intent and purposes hereof, and the officers and directors of
CRA-Z and officers and directors of the Surviving Corporation are fully
authorized in the name of the respective Constituent Corporations or
otherwise to take any and all such action.
13. SERVICE OF PROCESS ON SURVIVING CORPORATION. The Surviving Corporation
agrees that it may be served with process in the State of Delaware in any
proceeding for enforcement of any obligation of CRA-Z as for the
enforcement of any obligation of the Surviving Corporation arising from the
merger, including any suit or other proceeding to enforce the right of any
shareholder as determined in appraisal proceedings pursuant to the
provisions of the law of the State of Delaware and hereby irrevocable
appoints the Secretary of State of Delaware as its agent to accept service
of process in any suit or other proceedings. Copies of such process shall
be mailed to Advanced Technologies Group, Inc., c/o Nathan Drage, Esq.,
4505 S. Wasatch Blvd., Suite 210, Salt Lake City, UT 84124.
14. SHAREHOLDERS RIGHTS TO PAYMENT. The Surviving Corporation agrees that
subject to the provisions of the General Business Law of the State of
Delaware, it will pay to the holders of securities of CRA-Z the amount, if
any ("book value"), to which such shareholders may be entitled under the
provisions of the above statutes of the law of the State of Delaware as the
case may be.
15. ABANDONMENT. The Agreement of Merger may be abandoned (a) by either
Constituent Corporation, acting by its Board of Directors at any time prior
to its adoption by the shareholders of both the Constituent Corporations as
provided by law, or (b) by the mutual consent of the Constituent
Corporations, acting each by its Board of Directors, at any time after such
adoption by such shareholders and prior to the effective time of the
merger. In the event of abandonment of the Agreement of Merger pursuant to
(a) above, notice thereof shall be given by the Board of Directors of the
Constituent Corporations so terminating to the other Constituent
Corporation, and thereupon, or abandonment pursuant to (b) above, this
Agreement of Merger shall become wholly void and of no effect and there
shall be further liability or obligation hereunder on the part of either of
the Constituent Corporations or of their Boards of Directors, or
shareholders.
16. FEDERAL SECURITIES LAW.
(a) The Officers and Directors of CRA-Z understand that the certificates
for common stock to be issued to its securities holders may be
restricted from transfer, that the securities may not be freely
tradeable and might be held by each stockholder indefinitely or until
such time, if any, such securities are either registered under the
Securities Act of 1933 as amended (the "Act"), or transfers may be
made pursuant to an exemption from such registration as is accorded by
the Act or the rules and regulations promulgated thereunder. The
restricted stock certificates to be issued to all CRA-Z stockholders
shall carry an appropriate legend to be printed on the form of the
certificates to ensure that the transfer distribution and any proposed
sale or subsequent distribution of any of such securities is not in
violation of the Act or the terms thereof.
(b) Certificates to be issued to ATG shareholders will carry the same
status as such shares held prior to the merger, i.e. restricted shares
shall remain restricted and unrestricted shares shall remain
unrestricted.
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<PAGE>
(c) Pursuant to paragraph (a) and subject to paragraph (b) above, it is
agreed and understood by ATG and CRA-Z that the certificates
representing restricted shares of the Surviving Corporation Shares
shall each conspicuously set forth on the face of back thereof a
legend in substantially the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
17. LAW VIOLATIONS. ATG and CRA-Z covenant that as per item 401, paragraph (f),
sections 2 through 6 of Regulation S-K of the Securities Act of 1933 as
amended and the Securities Act of 1934 as amended, they have not been
convicted on any criminal proceedings or named subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses), nor have they been subject of any order, judgment, or decree,
not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently enjoining them from, or otherwise limiting the
engagement in any type of business practice; or engaging in any activity in
connection with the purchase of sale of any security or commodity or in
connection with any violation of Federal or State Securities laws.
18. MISCELLANEOUS.
(a) DILUTION. Except for shares issued pursuant to the exercise of options
as specified in Paragraph 6(c) above, the Constituent Corporations
agree that for a period of two (2) years following the Closing, the
Surviving Corporation will only issue new shares with the prior
written consent of Colonial National, Ltd., which consent of Colonial
National, Ltd. will not be reasonably withheld.
(b) INVESTMENT. If the Surviving Corporation enters into an investment
banking agreement with a licensed broker-dealer to do a secondary
offering or private placement such as a preferred convertible offering
or other such instrument, Colonial National, Ltd. will assist the
Surviving Corporation and act as advisor. Colonial National, Ltd. will
assist the Surviving Corporation in raising additional capital for a
period of two (2) years following the Closing, but will move aside in
the event the Surviving Corporation enters into a BONA FIDE investment
agreement.
(c) WAIVER OF CONDITION AGREEMENT. Failure of a party to insist on strict
compliance with any of the terms and conditions of this Agreement
shall not be deemed a waiver of any such terms or conditions.
(d) BINDING EFFECT OF AGREEMENT. This Agreement shall be binding upon, and
inure to the benefit of, the assigns, successors, heirs, executors,
administrators and other legal representatives of each of the parties
hereto.
(e) GOVERNING LAW. This Agreement is made and entered into in the State of
Delaware. It is the intention of the parties hereto that this
Agreement shall be subject to and shall be enforced and construed
pursuant to the internal laws of the State of Delaware without
reference to Delaware's choice of law rules.
(f) COSTS TO ENFORCE AGREEMENT. In the event of any litigation arising in
any manner out of this Agreement or the asserted breach hereof, the
prevailing party shall recover court costs and reasonable attorneys'
fees.
(g) SEVERABILITY OF PROVISIONS. The provisions of the Agreement are
severable, and if any one or more provisions may be determined to be
judicially unenforceable. In whole or in part, the remaining
provisions, and any partially unenforceable provisions, to the extent
enforceable, shall nevertheless be binding and enforceable.
(h) ENTIRE UNDERSTANDING. This Agreement contains the entire understanding
between the parties concerning the subject matter and supersedes all
prior understandings and agreements, whether oral or written,
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- - - - --------------------------------------------------------------------------------
<PAGE>
between them respecting the within subject matter. There are no
representations, agreements, arrangements or understandings, oral or
written, between and among the parties hereto relating to the subject
matter of this Agreement which are not fully expressed herein.
(i) MODIFICATION. This Agreement may be modified only by an agreement in
writing signed by all the parties hereto.
(j) COUNTERPARTS. The Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument. Execution and delivery
of this letter by exchange of facsimile copies bearing facsimile
signature of a party shall constitute a valid and binding execution
and delivery of this letter of intent by such party. Such facsimile
copies shall constitute enforceable original documents.
IN WITNESS WHEREOF each of the Constituent Corporations, pursuant to
authority duly granted by its Board of Directors, has caused this Agreement of
Merger to be executed by its President and Secretary.
The respective Directors and officers of the Constituent Corporations,
do hereby certify that the above Merger Agreement was adopted by vote of the
Shareholders of the Constituent Corporations as set forth in the above Agreement
and that said resolutions have not been revoked or amended.
CRA-Z SOAP CORP. ADVANCED TECHNOLOGIES GROUP, INC.
_____________________________________ ______________________________________
PRESIDENT PRESIDENT
_____________________________________ ______________________________________
SECRETARY SECRETARY
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- - - - --------------------------------------------------------------------------------
<PAGE>
SCHEDULE B
CRA-Z SOAP CORP.
EMPLOYMENT CONTRACTS
AND/OR OBLIGATIONS TO EXISTING OFFICERS OR EMPLOYEES
Cra-Z Soap Corp. has no employment contracts with any individual and it has no
contractual obligations to any individual.
<PAGE>
SCHEDULE C
CRA-Z SOAP CORP.
LIST OF EXISTING CONTRACTS OR AGREEMENTS
Cra-Z Soap Corp. has an exclusive license agreement with Masters Marketing and
Development, Inc., a copy of which is attached hereto.
<PAGE>
SCHVANEVELDT AND COMPANY
CERTIFIED PUBLIC ACCOUNTANT
275 E. SOUTH TEMPLE, SUITE 300
SALT LAKE CITY, UTAH 84111
(801) 521-2392
Darrell T. Schvaneveldt, C.P.A.
INDEPENDENT AUDITORS REPORT
Board of Directors
Total Lifestyle Corporation
I have audited the accompanying balance sheets of Total Lifestyle
Corporation, as of July 31, 1997 and January 31, 1997 and 1996, and the related
statements of operations, stockholders' equity, and cash flows for the period
February 1, 1997 to July 31, 1997 and for the years ended January 31, 1997 and
1996. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates made by
management, as well as evaluating the overall financial statements presentation.
I believe that my audit provides a reasonable basis for my opinion.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #7 to the
financial statements, the Company has an accumulated deficit and a negative net
worth at July 31, 1997. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in Note #7. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
In my opinion, the aforementioned financial statements present fairly, in
all material respects, the financial position of Total Lifestyle Corporation,
as of July 31, l997 and January 31, 1997 and 1996, and the results of its
operations and its cash flows for the period February 1, 1996 to July 31, 1997
and for the years ended January 31, 1997 and 1996, in conformity with generally
accepted accounting principles.
/s/ SCHVANEVELDT & COMPANY
Salt Lake City, Utah
August 28, 1997
<PAGE>
TOTAL LIFESTYLE CORPORATION
Balance Sheets
July 31, 1997 and January 31, 1997 and 1996,
<TABLE>
<CAPTION>
JULY JANUARY JANUARY
1997 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS $ -0- $ -0- $ -0-
========= ========= =========
Total Assets $ -0- $ -0- $ -0-
========= ========= =========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 2,958 $ 2,958 $ 4,822
Payroll Taxes Payable 21,580 21,580 23,449
--------- --------- ---------
Total Liabilities 24,538 24,538 28,271
STOCKHOLDERS' EQUITY
Common Shares; 40,000,000
Shares Authorized, $0.001 Par
Value Retroactively Restated,
5,693,811 Shares & 871,811
Shares Issued & Outstanding
Respectively 5,694 5,694 872
Paid In Capital 903,261 903,261 899,192
Retained Earnings - Deficit (933,493) (933,493) (928,335)
--------- --------- ---------
Total Stockholders' Equity
(Deficit) (24,538) (24,538) (28,271)
--------- --------- ---------
Total Liabilities &
Stockholders' Equity $ -0- $ -0- $ -0-
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
TOTAL LIFESTYLE CORPORATION
Statement of Operations
For the Period February 1, 1996 to July 31, 1997 and
For the Years Ended January 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
JULY JANUARY JANUARY JANUARY
1997 1997 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
REVENUES $ -0- $ -0- $ -0- $ -0-
EXPENSES
Franchise Taxes -0- 1,305 600 -0-
Reinstatement Fees -0- -0- 1,792 -0-
Professional Fees -0- 3,600 -0- -0-
Filing Fees -0- 253 -0- -0-
--------- --------- --------- ---------
Total Expenses $ -0- $ 5,158 $ 2,392 $ -0-
--------- --------- --------- ---------
Net (Loss) from
Operations $ -0- $ (5,158) $ (2,392) $ -0-
========= ========= ========= =========
Loss Per Weighted Average
Shares Outstanding $ -0- $ -0- $ (.29) $ -0-
Weighted Average
Shares Outstanding
Retroactively Restated 5,693,811 3,810,764 871,811 871,811
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
TOTAL LIFESTYLE CORPORATION
Statement of Stockholders' Equity
February 1, 1994 to July 31, 1997
<TABLE>
<CAPTION>
RETAINED
COMMON STOCK PAID IN EARNINGS
SHARES AMOUNT CAPITAL (DEFICIT)
-------------------------------------------------
<S> <C> <C> <C> <C>
Balance, February 1, 1994
Retroactively Restated 871,811 872 891,929 (925,943)
Capital Contributed by Former Officer 3,631
No Operations -0-
-------------------------------------------------
Balance, January 31, 1995 871,811 872 895,560 (925,943)
Capital Contributed by Former Officer 3,632
Net Loss for Current Year (2,392)
-------------------------------------------------
Balance, January 31, 1996 871,811 872 899,192 (928,335)
Shares Issued to Officers in Lieu of
Cash for Accounts Payable 4,822,000 4,822 -0- -0-
Capital Contributed by Former Officer 1,869
Capital Contributed by Current Officer 2,200
Net Loss for Current Year (5,158)
-------------------------------------------------
Balance, January 31, 1997 5,693,811 5,694 903,261 (933,493)
Net Loss for Current Period -0-
-------------------------------------------------
Balance, July 31, 1997 5,693,811 $ 5,694 $ 903,261 $(933,493)
=================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
TOTAL LIFESTYLE CORPORATION
Statements of Cash flows
For the Period February 1, 1997 to July 31, 1997 and
For the Years Ended January 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
JULY JANUARY JANUARY JANUARY
1997 1997 1996 1995
---------- -------- ---------- --------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss from Operations $ (-0-) $ (5,158) $ (2,392) $ -0-
---------- -------- ---------- --------
Shares Issued in Lieu of Cash for
Payment of Accounts Payable -0- 4,822 -0- -0-
Changes in Operating Liabilities:
(Decrease) Increase in Accounts
Payable -0- (1,864) 2,392 -0-
(Decrease) in Payroll Taxes Payable -0- (1,869) (3,632) (3,631)
---------- -------- ---------- --------
Net Cash Used by
Operating Activities -0- (4,069) (3,632) (3,631)
CASH FLOWS FROM INVESTING ACTIVITIES -0- -0- -0- -0-
CASH FLOWS FROM FINANCING ACTIVITIES
Contributed Capital -0- 4,069 3,632 3,631
---------- -------- ---------- --------
Net Cash Provided by
Financing Activities -0- 4,069 3,632 3,631
---------- -------- ---------- --------
Increase in Cash -0- -0- -0- -0-
Cash at Beginning of Period -0- -0- -0- -0-
---------- -------- ---------- --------
Cash at End of Year $ -0- $ -0- $ -0- $ -0-
========== ======== ========== ========
SIGNIFICANT NON CASH TRANSACTIONS
- - - - ---------------------------------
Issued 4,822,000 Shares in
Payment of Accounts Payable
to Officers
OTHER DISCLOSURES FOR OPERATING ACTIVITIES
- - - - ------------------------------------------
Interest $ -0- $ -0- $ -0- $ -0-
Taxes -0- -0- -0- -0-
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
TOTAL LIFESTYLE CORPORATION
Notes to Financial Statements
NOTE #1 - CORPORATE HISTORY
Total Lifestyle Corporation (the Company), was organized in the state of
Delaware, on March 25, 1987. On March 25, 1987, the Company filed a Certificate
of Ownership and Merger, merging Forecaster Resources, Inc., a Utah Corporation,
organized on December 31, 1985 into the Company. After the merger the
Corporation was governed by the laws of the state of Delaware.
In 1989, the Company filed a voluntary Chapter 11 Petition in the United
States Bankruptcy Court, for the Western District of Tennessee. On November 2,
1990, the Court issued an order converting the filing from a Chapter 11 to a
Chapter 7. A final decree in the case was filed by the Court on March 10, 1994.
On December 30, 1995, the Company issued a Certificate for Renewal and
Revival of Charter. The Company received from the Secretary of State in the
State of Delaware a Certificate of Good Standing dated April 1, 1996.
NOTE #2 - SIGNIFICANT ACCOUNTING POLICIES
(A) The Company uses the accrual method of accounting.
(B) Revenues and expenses are recognized in the period in which the activities
occur.
(C) The Company has had no noncash investing and financing activities.
(D) The Company considers all short term, highly liquid investments, that are
readily convertible to known amounts, within ninety days, as cash.
(E) Estimates: The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could defer from those
estimates.
NOTE #3 - ACCOUNTS PAYABLE
In the process of reinstatement with the State of Delaware it was
determined that the Company had failed to pay required franchise taxes for the
years 1987 and 1988 totaling $2,430. This amount has been recorded retroactively
to the years in which the expense occurred. A current officer has advanced the
Company $4,822 to pay the state of Delaware the above mentioned taxes and $2,392
in fees incidental to reinstatement. On May 16, 1996, the Company issued the
Officers 4,822,000 shares at par value in lieu of cash as payment of the
accrued expenses.
<PAGE>
TOTAL LIFESTYLE CORPORATION
Notes to Financial Statements -Continued-
NOTE #4 - PAYROLL TAXES PAYABLE
In 1988, the Company failed to pay the Internal Revenue Service $45,236 in
payroll taxes. These taxes were not dismissed pursuant to the bankruptcy
proceedings. The former President has agreed to personally reimburse the
Internal Revenue Service with monthly installments, and at July 31, 1997, had
paid the Internal Revenue Service $25,346. If the former Officer should fail in
her commitment to the Internal Revenue Service the Company would still have the
liability of the remaining unpaid balance, and any interest as penalties accrued
by the IRS.
NOTE #5 - TAXES
The Company has adopted FASB 109 to account for income taxes. The Company
currently has net operating losses of approximately $930,200 as carryforward
losses. These losses expire over a period of years beginning in 2001 and
expiring 2010. However, because of majority ownership changes and other factors
in the Internal Revenue Code it is unlikely that the Company will be able to use
the net operating loss carryforward provision. Accordingly, the Company has
established an evaluation allowance equal to any potential tax asset benefit
from the net operating losses.
NOTE #6 - CHANGE IN SHARES ISSUED AND OUTSTANDING
On May 16, 1996, the Board of Directors resolved to reverse split all of
the outstanding shares on a one for ten basis. Prior to Board of Director
resolution there were 8,718,071 shares issued and outstanding and after the
action there were 871,811 shares issued and outstanding. (There were four shares
issued because of the rounding factor).
NOTE #7 - GOING CONCERN
The Company currently has no assets or operations to provide working
capital and is dependent upon its officers for its capital requirements. The
Company is attempting to find a suitable business opportunity for acquisition or
merger to provide capital and revenues to meet these needs.
<PAGE>
ADDENDUM TO MERGER AGREEMENT
This Addendum is made to that certain Merger Agreement by and between
Advanced Technologies Group, Inc. and Cra-Z Soap Inc.
This Addendum is executed and agreed to as though it were included in the
original Agreement, and shall have the same force and effect as though it were
part of the original Agreement.
1. The surviving corporation shall create a subsidiary known as Cra-Z
Products Distributing Inc., and shall assign the license of Cra-Z Soap
Inc. to Cra-Z Soap Products Distributing Inc., and cause all
operations related to the sale and distribution of the products
available to the surviving corporation pursuant to the License
Agreement to occur in it's subsidiary, Cra-Z Products Distributing
Inc.
The undersigned hereby accept the terms and conditions of this Addendum.
And by so doing make this Addendum part of the original Merger Agreement between
Cra-Z Soap Inc. and Advanced Technologies Group, Inc.
/s/ RONALD WEPRIN
- - - - --------------------------------------
Cra-Z Soap Inc.
Authorized Officer
- - - - --------------------------------------
Advanced Technologies Group, Inc.
Authorized Officer
<PAGE>
SCHEDULE A
CRA-Z SOAP CORP.
KNOWN LITIGATION, TAX AND/OR OTHER LIABILITIES
There is no known litigation involving Cra-Z Soap Corp. Cra-Z Soap Corp. has no
know liabilities, tax or otherwise.
<PAGE>
FORM D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM D
NOTICE OF SALE OF SECURITIES
PURSUANT TO REGULATION D,
SECTION 4(b) AND OR
UNIFORM LIMITED OFFERING EXEMPTION
<TABLE>
<CAPTION>
- - - - ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Name of Offering: ([ ] check if this is an amendment and name has changed and indicate change.)
CRAZ PRODUCTS, INC.
- - - - ---------------------------------------------------------------------------------------------------------------------------
Filing Under (Check box(es) that apply): [X]Rule 504 [ ]Rule 505 [ ] Rule 506[ ]Section 4(b) [ ] ULOE
Type of Filing: [X] New Filing [ ] Amendment
- - - - ---------------------------------------------------------------------------------------------------------------------------
A. BASIC IDENTIFICATION DATA
- - - - ---------------------------------------------------------------------------------------------------------------------------
1. Enter the information requested about the issuer
- - - - ---------------------------------------------------------------------------------------------------------------------------
Name of Issuer ([ ] check if this is an amendment and name has changed and indicate change.)
CRAZ PRODUCTS, INC.
- - - - ---------------------------------------------------------------------------------------------------------------------------
Address of Executive Offices: (Number and Street, City, State, Zip Code) Telephone Number (Including Area Code)
7820 S. HOLIDAY DRIVE SARASOTA FL 34231 (941) 924-0007
- - - - ---------------------------------------------------------------------------------------------------------------------------
Address of Principal Business Operations (Number and Street, City, State, Zip Code) Telephone Number (Including Area Code)
if different from Executive Offices)
- - - - ---------------------------------------------------------------------------------------------------------------------------
Brief Description of Business
SALES, MANUFACTURE & MARKETING OF VARIOUS AFTERMARKET PRODUCTS.
- - - - ---------------------------------------------------------------------------------------------------------------------------
Type of Business Organization:
[X] corporation [ ] limited partnership, already formed [ ] other (please specify):
[ ] business trust [ ] limited partnership, to be formed
- - - - ---------------------------------------------------------------------------------------------------------------------------
Month Year
Actual or Estimated Date of Incorporation or Organization [09] [98] [X] Actual [ ] Estimated
Jurisdiction of Incorporation or Organization (Enter two-letter U.S. Postal Services abbrevation for State:
CN for Canada; FN for other foreign jurisdiction) [DE]
- - - - ---------------------------------------------------------------------------------------------------------------------------
GENERAL INSTRUCTIONS
FEDERAL:
WHO MAY FILE: All issuers making an offering of securities in reliance or an exemption under Regulation D of Section 4(b),
17 CFR 230.501 et seq. or 15 U.S.C. 77d.6.
WHEN TO FILE: A notice must be filed no later than 15 days after the first sale of securities in the offering. A notice is deemed
filed with the U.S. Securities and Exchange Commission (SEC) on the earlier of the date it is received by the SEC at the address
given below or, if received at that address after the date on which is due on the date it was mailed by United States registered or
certified mail to that address.
WHERE TO FILE: U.S. Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, DC 20549.
COPIES REQUIRED: FIVE (5) COPIES of this notice must be filed with the SEC, one of which must be manually signed. Any copies not
manually signed must be photocopies of the manually signed copy or bear typed or penned signatures.
INFORMATION REQUIRED: A new filing must contain all information requested. Amendments need only report the name of the issuer
and offering any changes thereto, the information requested in Part C, and any material changes from the information previously
supplied in Parts A and B. Part E and the Appendix need not be filed with the SEC.
FILING FEE: There is no federal filing fee.
STATE:
This notice shall be used to indicate reliance on the Uniform Limited Offering Exemption (ULOE) for sales of securities in those
states that have adopted ULOE and that have adopted this form, Issuers relying on ULOE must file a separate notice with the
Securities Administrator of each state where sales are to be, or have been made. If a state requires the payment of a fee as
a precondition to the claim for the exemption, a fee in the proper amount shall accompany this form. This notice shall be filed
in accordance with state law. The Appendix to the notice constitutes a part of this notice and must be completed.
ATTENTION
FAILURE TO FILE NOTICE IN THE APPROPRIATE STATES WILL NOT RESULT IN A LOSS OF THE FEDERAL EXEMPTION. CONVERSELY,
FAILURE TO FILE THE APPROPRIATE FEDERAL NOTICE WILL NOT RESULT IN A LOSS OF AN AVAILABLE STATE EXEMPTION UNLESS SUCH
EXEMPTION IF PREDICATED ON THE FILING OF A FEDERAL NOTICE.
SEC 1972(1/94) 1 OF 8
<PAGE>
- - - - ---------------------------------------------------------------------------------------------------------------------------
A. BASIC IDENTIFICATION DATA
- - - - ---------------------------------------------------------------------------------------------------------------------------
[ILLEGIBLE]
o [ILLEGIBLE]
O Each beneficial owner having the power to vote or dispose, or direct the vote of separation of __ or share of a class of
equity securities of the issuer;
o Each executive officer and director of corporate issuers and of corporate general and managing partners of partnership issuers,
and
o Each general and managing partner of partnership issuers.
- - - - ---------------------------------------------------------------------------------------------------------------------------
Check Box(es) that Apply: [ ] Promoter [ ] Beneficial Owner [X] Executive Officer [ ] Director [ ] General and/or
Managing Partner
EDWARD J. DA PARMA JR.
- - - - ---------------------------------------------------------------------------------------------------------------------------
Full Name (last name first, if individual)
8735 BAY PARKWAY B44
- - - - ---------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
BROOKLYN N.Y. 11214
- - - - ---------------------------------------------------------------------------------------------------------------------------
Check Box(es) that Apply: [ ] Promoter [ ] Beneficial Owner [X] Executive Officer [X] Director [ ] General and/or
Managing Partner
- - - - ---------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
RUS D'AGATA
- - - - ---------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
7820 S. HOLIDAY DRIVE STE 205 SARASOTA FL 34321
- - - - ---------------------------------------------------------------------------------------------------------------------------
Check Box(es) that Apply: [ ] Promoter [ ] Beneficial Owner [ ] Executive Officer [X] Director [ ] General and/or
Managing Partner
- - - - ---------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
RICHARD N. HERMAN
- - - - ---------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
7820 S. HOLIDAY DRIVE STE 205 SARASOTA FL 34321
- - - - ---------------------------------------------------------------------------------------------------------------------------
Check Box(es) that Apply: [ ] Promoter [ ] Beneficial Owner [ ] Executive Officer [ ] Director [ ] General and/or
Managing Partner
- - - - ---------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
- - - - ---------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- - - - ---------------------------------------------------------------------------------------------------------------------------
Check Box(es) that Apply: [ ] Promoter [ ] Beneficial Owner [ ] Executive Officer [ ] Director [ ] General and/or
Managing Partner
- - - - ---------------------------------------------------------------------------------------------------------------------------
Full Name (Last Name first, if individual)
- - - - ---------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- - - - ---------------------------------------------------------------------------------------------------------------------------
Check Box(es) that Apply: [ ] Promoter [ ] Beneficial Owner [ ] Executive Officer [ ] Director [ ] General and/or
Managing Partner
- - - - ---------------------------------------------------------------------------------------------------------------------------
Full Name (Last Name first, if individual)
- - - - ---------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- - - - ---------------------------------------------------------------------------------------------------------------------------
(Use blank sheet, or copy and use additional copies of this sheet, as necessary.)
2 of 8
SEC 1972 (1/94)
<PAGE>
- - - - ---------------------------------------------------------------------------------------------------------------------------
B. INFORMATION ABOUT OFFERING
- - - - ---------------------------------------------------------------------------------------------------------------------------
1. [ILLEGIBLE]
2. What is the maximum registered that will be accepted from any individual $16,000
3. [ILLEGIBLE]
4. Enter the information requested for each person who has been or will be paid or given, directly or indirectly, any commission
or similar rembursement for solicitation of purchases in connection with sales of securities in the offering. If a person
to be listed as an associated person or agent of a broker or dealer registered with the SEC and/or with a state or states,
list the names of the broker or dealer. If more that five (5) persons to be listed are associated persons of such a broker
or dealer, you may set forth the information for that broker or dealer only.
- - - - ---------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
NON-APPLICABLE
- - - - ---------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- - - - ---------------------------------------------------------------------------------------------------------------------------
Name of Associated Broker or Dealer
- - - - ---------------------------------------------------------------------------------------------------------------------------
States in Which Person Listed Has Solicited or Intends to Solicit Purchasers
(CHECK "ALL STATES" OR CHECK INDIVIDUAL STATES)........................................................ [ ] All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] [MS] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND] [OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA] [WV] [WI] [WY] [PR]
- - - - ---------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
- - - - ---------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- - - - ---------------------------------------------------------------------------------------------------------------------------
Name of Associated Broker or Dealer
- - - - ---------------------------------------------------------------------------------------------------------------------------
States in Which Person Listed Has Solicited or Intends to Solicit Purchasers
(CHECK "ALL STATES" OR CHECK INDIVIDUAL STATES)........................................................ [ ] All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] [MS] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND] [OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA] [WV] [WI] [WY] [PR]
- - - - ---------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
- - - - ---------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- - - - ---------------------------------------------------------------------------------------------------------------------------
Name of Associated Broker or Dealer
- - - - ---------------------------------------------------------------------------------------------------------------------------
States in Which Person Listed Has Solicited or Intends to Solicit Purchasers
(CHECK "ALL STATES" OR CHECK INDIVIDUAL STATES)........................................................ [ ] All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] [MS] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND] [OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA] [WV] [WI] [WY] [PR]
- - - - ---------------------------------------------------------------------------------------------------------------------------
(Use blank sheet, or copy and use additional copies of this sheet, as necessary.)
3 of 8
SEC 1972 (1/94)
<PAGE>
- - - - ---------------------------------------------------------------------------------------------------------------------------
C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS
- - - - ---------------------------------------------------------------------------------------------------------------------------
1. Insert the aggregate offering price of securities included in this offering and the total amounts
already sold. Enter "0" if answer is "none" or "zero". If the transaction is an exchange offering,
check this box [ ] and indicate in the columns below the amounts of the securities offered for exchange
and already exchanged.
Aggregate Amount Already
Type of Security Offering Price Sold
Debt ....................................................................... $ -0- $ -0-
--------- ---------
Equity ..................................................................... $ 418,545 $ 418,545
--------- ---------
[X] Common [ ] Preferred
Convertible Securities (including warrants) ................................ $ 0 $ 0
--------- ---------
Partnership Interests ...................................................... $ 0 $ 0
--------- ---------
Other (Specify _____________________) ...................................... $ 0 $ 0
--------- ---------
Total ................................................................. $ 418,545 $ 418,545
--------- ---------
Answer also in Appendix Column 3, if filing under ULOE.
2. Enter the amount of accredited and non-accredited investors who have purchased securities in this
[ILLEGIBLE]
Non-accredited investors ................................................... $ 3 $ 418,545
--------- ---------
Total (for filings under Rule 504 only) ............................... $ 3 $ 418,545
--------- ---------
Answer also in Appendix Column 3, if filing under ULOE.
3. If this filing is for an offering under Rule 504 or 505, enter the information requested for all
securities sold by the issuer, to date, in offerings of the types indicated. In the twelve (12) months prior
to the first date of securities in this offering. Classify securities by type listed in Part C - Question 1.
Type of Dealer Amount
Type of Offering Security Sold
Rule 505 ................................................................... 0 $ 0
--------- ---------
Regulation A ............................................................... 0 $ 0
--------- ---------
Rule 504 ................................................................... Common Equity $ 85,211
--------- ---------
Total ................................................................. $ 85,211
--------- ---------
4. Furnish a statement of all expenses in connection with the issuance and distribution of the
securities in this offering. Exclude amount relate soley to organization expenses of the issuer.
[ILLEGIBLE]
If not known, furnish an estimate and check the box to the left of the estimate.
Transfer Agent's Fees ..................................................................... [ ] $ 0
---------
Printing and Engraving Costs .............................................................. [ ] $ 0
---------
Legal Fees ................................................................................ [ ] $ 0
---------
Accounting Fees ........................................................................... [ ] $ 0
---------
Engineering Fees .......................................................................... [ ] $ 0
---------
Sales Commissions (specify finders' fees separately) ...................................... [ ] $ 0
---------
Other Expenses (identify) _________________________________ ............................... [ ] $ 0
---------
Total ................................................................................ [ ] $ 0
---------
4 of 8
SEC 1972 (1/94)
</TABLE>
<PAGE>
- - - - --------------------------------------------------------------------------------
C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OR PROCEEDS
- - - - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Enter the difference between the aggregate offering price given in response to
Part C. Question I and total expenses furnished in response to Part C. Question
4.a. This difference is the "adjusted gross proceeds to the issuer.............. $418,545
-------
</TABLE>
Indicate below the amount of the advanced gross proceeds to the issuer used or
proposed to be held for each on the purposes shown if the amount for any purpose
is not known, furnish an estimate and check the box to the left of the estimate.
The total of the payments listed must equal the adjusted gross proceeds to the
issuer set forth in response to Part C. Question 4.b above.
<TABLE>
<CAPTION>
Payments to
Officers,
Directors, & Payment to
Affiliates Others
<S> <C> <C> <C> <C>
Salaries and fees ........................................................ [ ] $ 0 [ ] $
------- -------
Purchases of real estate ................................................. [ ] $ 0 [ ] $
------- -------
Purchase, rental or leasing and installation of machinery and equipment... [ ] $ 0 [ ] $
------- -------
Construction or leasing of plans buildings and facilities ................ [ ] $ 0 [ ] $
------- -------
Acquisition of other businesses (including the value of securities involved
in this offering that may be used in exchange for the assets or securities
of another issuer pursuant to a merger) .................................. [ ] $ 0 [ ] $
------- -------
Repayment of indebtedness ................................................ [ ] $ 0 [ ] $418,545
------- -------
Working capital .......................................................... [ ] $ 0 [ ] $
------- -------
Other (specify): [ ] $ 0 [ ] $
----------------------------------------------------------- ------- --------
---------------------------------------------------------------------------
---------------------------------------------------------------------------[ ] $ [ ] $
------- -------
Column Totals .............................................................[ ] $ [ ] $
------- -------
Total Payments _____ (column totals added) ................................ [ ] $418,545
-------
</TABLE>
- - - - --------------------------------------------------------------------------------
D. FEDERAL SIGNATURE
- - - - --------------------------------------------------------------------------------
The issuer has duly caused this notice to be signed by the undersigned duly
authorized person. If this notice is filed under Rule 505, the following
signature constitutes and undertaking by the issuer to furnish to the U.S.
Securities and Exchange Commission, upon written request of its staff, the
information furnished by the issuer to any non-accredited investor pursuant to
paragraph (b)(2) of Rule 502.
- - - - --------------------------------------------------------------------------------
Issuer (Print or Type) Signature Date
CRAZ PRODUCTS INC. /s/ EDWARD J. DA PARMA, JR. 4/1/99
- - - - --------------------------------------------------------------------------------
Name of Signer (Print or Type:) Title of Signer (Print or Type)
Edward J. Da Parma, Jr. President
- - - - -------------------------------------------------------------------------------
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS. (SEE 18 U.S.C. 1001.)
5 of 8
