FORM 10-SB
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under section 12(b) or (g) of the Securities Exchange Act of 1934
Commission File Number:
PRO GLASS TECHNOLOGIES, INC.
(Name of small business issuer in its charter)
NEVADA 88-0231200
(States of other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
# 8 3927 Edmonton Trail N.E., Calgary, Alberta Canada T2E6T1
(Address of principal executive offices) (Zip Code)
Issuers telephone number (403) 291-7020
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
to be so registered each class is to be registered
N/A N/A
Securities registered under Section 12 (g) of the Exchange Act:
Common stock, par value $.001 per share
(Title of class)
(Title of class)
As June 30, 2000, the aggregate market value of the voting stock held by non
affiliates is undeterminable and is considered to be 0.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of June 30, 2000, the registrants had 22,692,449 shares of common stock
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part
of the form 10-KSB (e.g., part I, part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) any proxy or other
information statement; and (3) Any prospectus filed pursuant to rule 424 (b) or
(c ) under the Securities Act of 1933: None
PRO GLASS TECHNOLOGIES, INC.
FORM 10 - SB
TABLE OF CONTENTS
PAGE
PART I
ITEM 1. Description of Business . . . . . . . . . . . . . . 4
ITEM 2. Managements Discussion and Analysis or Plan of Operation 6
ITEM 3. Description of Property . . . . . . . . . . . . . . . . 8
ITEM 4. Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . 9
ITEM 5. Directors, Executive Officers, Promoters and Control
Persons . . . . . . . . . . . . . . 10
ITEM 6. Executive Compensation . . . . . . . . . . . . . . . . 12
ITEM 7. Certain Relationships and Related Transactions . . . . 12
ITEM 8. Description of Securities. . . . . . . . . . . . . . . . 13
PART II
ITEM 1. Market Price of and Dividends on Registrants Common Equity and
Other Shareholder Matters . . . . . . . . . . 13
ITEM 2. Legal Proceedings . . . . . . . . . . . . . . . . . . 15
ITEM 3. Changes in and Disagreements with Accountants . . . . 15
ITEM 4. Recent Sales of Unregistered Securities . . . . . . . 15
ITEM 5. Indemnification of Directors and Officers . . . . . . 16
PART F / S
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 18
PART III
ITEM 1. Index to Exhibits . . . . . . . . . . . . . . . . . . S - 1
ITEM 2. Description of Exhibits . . . . . . . . . . . . . . . S - 1
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S - 2
FORM 10 - SB
PART I
ITEM 1. Description of Business
Pro Glass Technologies, Inc. (the Company) formerly Ragen Corporation,
incorporated under the laws the Nevada on August 24, 1987, was engaged in the
real estate and construction business, manufacturing, and installing seamless
rain gutters in Nevada.
On August 24, 1996 the Company executed a forward split of its outstanding
stock on a 1,000 to 1 basis or to 3,000,000 common shares. This split reduced
the par value of its common stock from $1.00 to $.001 per share increasing the
authorized shares from 25,000 to 25,000,000 shares. The Company sold its
business in late 1997and was reduced to minimal operations.
On October 21, 1999 the Company entered into a reverse merger pursuant to
Rule 368 (a)(1)(B) of the Internal Revenue Code of 1986 as amended. Whereas,
Ragen acquired 100% of the common stock of Pro Glass Technologies, Inc., a
Canadian corporation, and its three wholly owned subsidiaries for 17,714,000
shares of authorized but unissued common stock. Ragen changed its name to Pro
Glass Technologies, Inc., on October 25, 1999 and increased the authorized
capital to 50,000,000 shares of $.001 par value common stock. Pro Glass
Technologies, Inc., is the predecessor due to a reverse merger. Pro Glass
Technologies, Inc., is a holding company.
Pro Glass Technologies, Inc., the Canadian corporation, was incorporated
under the laws of Alberta, BC Canada. Pro Glass Technologies, Inc., the Canadian
corporation, has three wholly owned subsidiaries Windshield Superstore, Ltd.,
Canada Autoglass Warranty, Inc., and Shatterprufe Industries. All three
subsidiaries where incorporated in Alberta, Canada on December 4, 1997.
Pro Glass sells and installs auto glass products through two Calgary based
outlets. Pro Glass replaces and repairs windshields of all domestic and foreign
vehicles and to a lesser degree, other types of auto glass. Additionally, flat
glass for non-auto related applications such as furniture, mirrors,
greenhouses, etc., is also sold.
Subsidiaries
Windshield Superstore, Ltd., 100% owned: Windshield Superstore Ltd., is the
operating company that operates the two business locations. Windshield
Superstore, Ltd., markets, installs, replaces, and repairs windshields for all
types of automobiles. The Company also deals with other types of auto glass and
flat glass for non-auto related applications.
Canada Auto Glass Warranty, Inc., 100% owned: Canada Auto Glass Warranty,
Inc., is currently inactive. The Company plans to use this subsidiary to offer
repair insurance to customers for windshield damage. The customers will pay a
monthly fee to be involved in this program.
Shatterprufe Industries, Inc., 100% owned: Shatterprufe Industries, Inc.,
is currently inactive, The Company plans to activate Shatterprufe Industries,
Inc., when there is a sufficient amount of Pro Glass Technologies, Inc., auto
glass outlets to make it cost beneficial to have a distribution and purchasing
subsidiary.
Marketing
It is Pro Glass Technologies, Inc., opinion that the long term market
outlook will witness State and Provincial government mandates that will force
drivers to immediately repair or replace cracked auto glass windshields or risk
the removal of the vehicle from the road with a financial penalty. This mandate
currently exists in British Columbia, Canada.
The industry is overwhelmingly private. This makes it somewhat difficult to
accurately ascertain balance sheet numbers. However, from Pro Glass
Technologies, Inc., experience the industry has strong fundamentals with decades
of profitable growth. The estimated average EBITDA (Earnings Before Income Tax
Depreciation and Amortization) in the industry is then normal and it is not
uncommon for retail operations to exceed 22%. Pro Glass Technologies, Inc.,
recognizes and believes that by bringing innovative and sophisticated
marketing/sales technology to the fragmented ma/pa auto glass industry there is
the opportunity to increase the EBITDA up to 30%.
Besides overall industry growth, Pro Glass Technologies, Inc., believes
distinct market trends will happen in the auto glass industry including: 1)
Mergers and consolidations and 2) Integration of Specialty Products and
Services. As a result consolidation will achieve economies of scale with the
ability to introduce new services to a captured clientele. All of these trends
are evident in Pro Glass Technologies, Inc. The Company is poised to experience
immediate and rapid growth in revenues, operations, and employees due to both
internal and growth acquisitions.
The auto glass industry is unique in that it does not face the typical
threats to the same extent that other businesses do. Our society is totally
reliant on the use of transportation vehicles for business and pleasure. With
vehicle use comes windshield damage. On an annual basis, over 10% of all the
vehicles on North American roads require windshield replacement or repair. As a
result, the industry tends to sustain growth whether the economy is experiencing
a boom or a recession.
The near term market outlook for the industry is that it will continue its
growth pattern mainly due to increased population growth along with increased
economic factors for individuals and their families. The industry is parallel to
the automobile industry that has been on the upward growth curve for over 30
years. With increased population and prosperity, it is not uncommon now to see
two or more cars per household. With increased auto sales comes increased auto
glass replacement and repair especially in cold climates.
Pro Glass Technologies, Inc., will be aggressive and proactive to new
marketing and sales techniques. An aggressive advertising campaign is planned
using both Standard methods and new Grass Roots programs. The standard
methods of advertising include newspapers, magazines, radio and TV, as well as
billboards, direct mail, flyers and coupons. The grass roots programs include
incentive fund raising rebates to schools, communities, and non-profit
organizations with direct coupon sales for windshield replacement or repairs. In
the first quarter of 2001 Pro Glass Technologies, Inc., plans to launch a
e-commerce/Website sales campaign to both the Original Equipment Manufactured
Glass (OEM) and the Do-it-Yourself consumer. This covers the total consumer
sales spectrum and should prove to be profitable.
Competition
The market in Canada sees annual growth revenues exceeding $600 million
dollars ($415) US) with an estimated number of retail auto glass outlets in
excess of 1200. The United States figures are ten times greater than those in
Canada. The industry is dominantly made up of ma/pa type operations (in excess
of 65%). The industry has not changed significantly in applications and service
over the last 25 years with the installation of auto glass techniques remaining
the same.
In such areas a Colorado and Alberta, the use of crushed gravel for
roadways to offset winter conditions is significant. More rocks mean more
replacement and repair work. For example, a study prepared by Urton Engele, Kook
Associated of Saskatoon, Saskatchewan estimated that windshield replacement in
Western Canada occurs to approximately 12% of the regions vehicle registrations
and 6% in other parts of the country. The annual growth rate is approximately 5%
and is estimated that 650,000 replacement windshields for Western Canada in
1999. At an average blended cost of $375 per replacement windshield
(Insurance/No Insurance), the market alone for Western Canada is approximately
$243,750,000.
Research and Development
The Company has not allocated funds for conducting research and
development.
Patents and Trademarks
All auto glass products handled have trademark protection by their
manufacturers.
Employees
Presently, the Company has 8 employees. This consists of 6 full time and 2
part time employees. All the employees spend 100% of their time working for
Windshield Superstore, Ltd. Management intends to hire additional employees in
the United States and Canada only as needed and as funds are available. In such
cases, compensation to management and employees will be consistent with
prevailing wages for service rendered.
Facilities
The Company has a resident agent statutory office at 1905 South Eastern
Avenue, Las Vegas, Nevada and two sales offices in Calgary, Alberta, Canada The
Company maintains a headquarter office in Kelowna at #300 369 Queens Way Ave.,
Kelowna, B.C.
Legal
The Company is not a party to any material pending legal proceedings and no
such action by, or to the best of its knowledge, against the Company has been
threatened.
ITEM 2. Managements Discussion and Analysis or Plan of Operation
Overview
Pro Glass Technologies, Inc., (the predecessor due to a reverse merger)
became incorporated on December 15, 1997. The Company began operations by
consolidating two retail auto glass outlets.
The Companys current capital was provided by the founders of the Company
and by private placements for the sale of common stock. Management believes that
the Companys cash requirement can be satisfied with the current operations.
Management anticipates that Company will need further capital of approximately
$5,000,000 when the Company decides to enact its plan of acquisitions and a
glass distribution subsidiary. This additional capital is expected to come from
sales and/or installations of auto glass or the possibility of outside funding.
In the event that outside funding is necessary, the Company will
investigate the possibility of interim financing, either debt or equity, to
provide capital. Although management has not made any arrangements, the Company
would consider private funding or the private placement of its securities and/or
a private offering. Any outstanding funding will be procured by the parent
holding company, Pro Glass Technology, Inc., if the Company experiences a
substantial delay in its ability to secure public financing from the sale of its
securities or from private lenders. Management does not feel the Company as a
going concern would be seriously jeopardized.
All of the present lines offered by the Company have an established
customer base. Management would consider additional products and services that
would fit their customer profile, but are manufactured by others.
The Company maintains a minimal inventory with a wholesale value of
approximately $5,000. The Company operates on a Just In Time inventory system
where parts are ordered on an as needed basis.
Management intends to hire additional employees in the US and Canada only
as needed and as funds are available. In such cases compensation to management
and employees will be consistent with prevailing wages for services rendered.
Net Operating Loss
The Company has accumulated approximately $39,286 of net operating loss as
of September 30, 1999. As of nine months ended June 30, 2000 the Companys net
operating loss $13,860. This net operating loss may be offset against taxable
income and income taxes in future years. The use of these losses to reduce
income taxes, will depend on the generation of sufficient taxable income prior
to the expiration of the net operating loss carryforwards, The carryforwards
expires in the year 2014. In the event if certain changes in control of the
Company, there will be an annual limitation on the amount of net operating loss
carryforwards which can be used. A tax benefit has been recorded in the
financial statements for the year ended September 30, 1999 in the amount of
$6,933 and for the nine months ended June 30, 1999 in the amount of $7,238.
Recent Accounting Pronouncements
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standard (SFAS) No. 128, Earnings Per Share and Statement of
Financial Accounting Standards No. 129 Disclosures of Information About an
Entitys Capital Structure. SFAS No. 128 provides a different method of
calculating earnings per share than is currently used in accordance with
Accounting Principles Board Opinion No. 15, Earnings Per Share. SFAS No. 128
provides for the calculation of Basic and Dilutive earnings per share. Basic
earnings per share includes no dilution and is computed by dividing income
available to common shareholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution of securities that could share in the earnings of an entity, similar to
fully diluted earnings per share. SFAS no. 129 establishes standards for
disclosing information about an entitys capital structure. SFAS no. 128 and
SFAS no. 129 are effective for financial statements issued for periods ending
after December 15, 1997. Their implementation is not expected to have a material
effect on the financial statements.
The Financial Accounting Standards Board has also issued SFAS No. 131, No.
130, Reporting Comprehensive Income and SFAS no. 131, Disclosures about
Segments of an Enterprise and Related Information. SFAS No. 130 establishes
standards for reporting and display of comprehensive income, its components and
accumulated balances. Comprehensive income is defined to include all changes in
equity except those resulting from investments by owners and distributors to
owners. Among other disclosures, SFAS no. 130 requires that all items that are
required to be recognized under current accounting standards as components of
comprehensive income be reported in a financial statement that displays with the
same prominence as other financial statements. SFAS no. 131 supersedes SFAS no.
14 Financial Reporting for Segments of a Business Enterprise. SFAS no. 131
establishes standards on the way that public companies report financial
information abut operating segments in annual financial statements and requires
reporting of selected information about operating segments in interim financial
statements issued to the public. It also establishes standards for disclosure
regarding products and services, geographic areas and major customer. SFAS no.
131 defines operating segments as components of a company about which separate
financial information is available that is evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and in assessing
performance.
SFAS 130 and 131 are effective for financial statements for periods
beginning after December 15, 1997 and requires comparative information for
earlier years to be restated. Because of the recent issuance of the standard,
management has been unable to fully evaluate the impact, if any the standard may
have on future financial statement disclosures. Results of operations and
financial position, however, will be unaffected by implementation of the
standard.
Inflation
In the opinion of management, inflation will not have a material effect on
the operations of the Company.
Risk Factors and Cautionary Statements
This Registration Statement contains certain forward-looking statements.
The Company wishes to advise readers that actual results may differ
substantially from such forward-looking statements. Forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those expressed in or implied by the statements, including, but
not limited to, the following: the ability of the Company to meet its cash and
working capital needs, the ability of the Company to successfully market its
product, and other risks detailed in the Companys periodic report filings with
the Securities and Exchange Commission.
Quarterly Trends
The auto glass industry in cold climates is very cyclical. Business rises
approximately 100% in the third and fourth quarters of the year. This is due to
the fact consumers are repairing cracks, and chips n their auto glass due to the
application of gravel on the roadways during icy/snowy conditions. Pro Glass
Technologies, Inc., anticipates results comparative to thefourth quarter of
2000. Liquidity and Capital Resources
As of June 30, 2000 the Company had current assets of $320,936 and current
liabilities of $70,482 or a working capital ratio of 41/2 to 1 , with a
shareholders equity of $611,710.
For the nine months ending June 30 ,2000 the Company had revenues of
$542,936.
ITEM 3. Description of Property
Pro Glass Technologies, Inc., and its subsidiary, Windshield Superstore,
Ltd., lease a 1200 square foot office located at #300 369 Queens Way Ave.,
Kelowna, BC V1Y8E6. Windshield Superstore, Ltd., operates the auto glass
business out of two retail locations. There is a 2500 square feet shop located
at Bay #8 3927 Edmontrail NE., Calgary, Alberta T2E6T1. Another shop is 5000
square feet and is located at 9827 A Horton Road, SW., Calgary T2V2X5.
ITEM 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the best of the Companys
knowledge, as of June 30, 2000, with respect to each person known by the Company
to own beneficially more than 5% of the outstanding Common Stock, each director
and all directors and officers as a group.
Name and Amount
Address Position Owned Percent
Frank Aiello President 11,740,000 53%
529 Hawk Ford Way N.W Director
Calgary, Alberta T3G3J7
Fred DaSilva Secretary 100,000 .4%
123 Sanderling Pl. N.W Director
Calgary, Alberta T3K3A8
Peter E. von Sass Vice President 250,000 1%
15812 75th Ave. N.W Director
Edmonton, Alberta T5R5X8
Omkar Nath Channan Director 100,000 .4%
Site 18 Box 31 SS1
Calgary, Alberta T2M4N3
Michael Kelleher Treasurer 100,000 .4%
45798 Jeronimo St Director
Temecula, CA 92592
Gary DeGano Director 100,000 .4%
818 Nantasket Court
San Diego, CA 92109
----
Management as a group 12,390,000 56%
Based on 22,692,449 shares outstanding as of 6-30-00
(1) Mr. Aiello owns FAA Enterprises, Inc., and Cal Alta which own 5,000,000
and 1,504,000 shares respectfully, which are included in Mr. Aiello beneficial
interests.
Other owners of more than 5%.
Triad Industries, Inc. 1,118,892 5%
16395 W. Bernardo Drive Ste. 232
San Diego, CA 92127
Mr. DeGano and Mr. Kelleher, directors of the company, are officers and
directors of Triad Industries, Inc., a publicly traded company.
ITEM 5. Directors, Executive Officers, Promoters, Control Persons and Directors
Name and
Address Age Position
Frank Aiello 46 President
529 Hawk Ford Way N.W Director
Calgary, Alberta T3G3J7
Fred DaSilva 37 Secretary
123 Sanderling Pl. N.W Director
Calgary, Alberta T3K3A8
Peter E. von Sass 69 Vice President
15812 75th Ave. N.W Director
Edmonton, Alberta T5R5X8
Michael Kelleher 26 Treasurer
45798 Jeronimo St Director
Temecula, CA 92592
Gary DeGano 60 Director
818 Nantasket Court
San Diego, CA 92109
The directors are elected to serve for one year, or until the next annual
meeting, or until their successors are duly qualified. The officers are
appointed by the directors of the Company.
Frank Aiello
529 Hawk Ford Way N.W.
Calgary, Alberta T3G3J7 President/Director
Mr. Aiello, 46, has owned and operated successful auto glass outlets for
the past fifteen years. His visionary and pragmatic approach towards the auto
glass industry will ne the driving force behind PRO GLASS. His management skills
and experience in the industry include outlet design and finance, operations,
purchasing and distribution setup, marketing and sales and advertising programs.
These skills are paramount to ensure the Companys success. Mr. Aiello also
President of PRO GLASSs wholly owned subsidiaries, Canada Auto Glass Warranty,
Inc., and Shatterprufe Industries, Inc.
Fred DaSilva
123 Sanderling Pl. N.W.
Calgary, Alberta T3K3A8 Secretary/Director
Mr. DaSilva, 37, is the architect of Canada Auto Glass Warranty, Inc.s
product offering, brings a vast marketing experience to the Company. His
experience also includes successful operation of his own companies. Mr. DaSilva
will oversee the marketing and sales operations of Windshield Superstore and
Canada Auto Glass Warranty.
Peter E. von Sass
15812 75th Ave. N.W.
Edmonton, Alberta T5R5X8 Vice President/Director
Mr. von Sass, 69, has more than thirty years experience of domestic and
international business experience including executive and financial positions
with major multinational corporations in the manufacturing, financial,
construction and natural resource industries (mining, oil and gas, pulp and
paper). He also has fifteen years of corporate and financial consulting
experience through his own group of companies. He was the vice president of Elco
Mining, Ltd., manager of the $1.0 billion Elk River Coal Project on behalf on a
consortium comprised of Home Oil, Stelco and several major steel companies from
Germany, Italy, and Holland. Mr. von Sass was also president and CEO if
Northgane Minerals Ltd., of Calgary, Alberta, which was involved in the
development of precious metal mines in Canada and South America. He was also an
executive with Kaiser Engineers, co-developers of the Wabush Iron Ore Mine in
Quebec. Mr. von Sass has served as quest lecturer at McGill Universitys
(Montreal) School of Management in the field of International Business and
Finance.
Omkar Nath Channan
Site 18 Box 31 SS1
Calgary, Alberta T2M4N3 Director
Mr Channan, 69, was educated in Kenya and England before becoming a
citizen of Canada. He has extensive international and domestic experience
and connections in business, human settlements (Habitat) and law which,
includes 9 years at the Middlesex Magistrates Court of Greater London (UK),
19 years at Her Majestys Supreme Court of Kenya, 2 years as Senior Legal
Assistant, East Africa Community and 20 years as Chief Controller of
Prosecutions, City of Calgary, Alberta. He has served as an International
Consultant and Principal Advisor to the United Nations Center for Human
Settlements (Habitat). Mr. Channan was founding World President and
Chairman of the Board of Governors for 6 years and Governor since 1984 to
date of the World Organization of Council of the United Nations
Organization and United Nations Industrial Development Organization. He is
also International Consultant to the Federation of Arab Contractors (Cairo,
Egypt), International Consultant to the United Arab Emirates Contractors
Association (Dubai) and the President of the Calgary-Jaipur Development
Foundation (sister cities of India and Canada). Mr. Channan is a Member of
the International Business Committee of the Calgary Chamber of Commerce
since 1990 and President of the United Nations Association in Canada,
Calgary branch since 1993. He is also a Fellow of the Institute of
Chartered Arbitrators (UK)m and of the Institute of Company Accountants
(UK). For 3 years, Mr. Channan, was a Senator of the University of Calgary,
Alberta. Mr. Channan is also an author of two legal books and a recipient
of the Governor-Generals Commemorative Medal from the Government of
Alberta, Canada.
Michael Kelleher
45798 Jeronimo St.
Temecula, CA 92592 Treasurer/Director
Mr. Kelleher, 26, received his B.S. degree in Accounting from San
Diego State University. He is currently the Secretary/Treasurer of RB
Capital & Equities, Inc., a corporation in the financial services field.
Mr. Kelleher is also the President of Escondido Capital, Inc., an
investment corporation. Mr. Kelleher also serves as a financial consultant
to a number of private clients. Mr. Kelleher also serves as Chief Financial
Officer and as a director if Triad Industries, Inc, a publicly traded
company.
Gary DeGano
818 Nantasket Court.
San Diego, CA 92109 Director
Mr. DeGano, 60, is the President, CEO and Director of Triad
Industries, Inc., a publicly traded Nevada corporation that functions in
the real estate business and financial service industries. Mr. DeGano also
served as the President of Miramar Associates that owns a $4,000,000 office
building owned by Triad. He has served for over twenty six years in a
mortgage banking firm that provides source of real estate loan funding to
builders, mortgage brokers and the general real estate sales community,
directly responsible for developing programs, processing and quality
control systems, loans servicing and foreclosures. Mr. DeGano was the
President and CEO of Sun Harbor Financial Resources, a publicly held
holding company that directs mortgage lending and escrow operations. Mr.
DeGano also serves at the President of American Electric Automobile, a
publicly traded company.
ITEM 6. Executive Compensation
Officer and directors received the following compensation for the year
October 1, 1999 through September 30, 2000.
Frank Aiello. Mr. Aiello is the President of the Company. He has
donated his services for the year. Mr. Aiello owns directly or indirectly
53% of the Company.
Fred DaSilva. Mr. DaSilva is the Secretary and a Director of the
Company. Mr. DaSilva received $13,000 for administrative services and
100,000 shares of restricted common stock for services as Secretary and
Director.
Peter von Sass. Mr. von Sass is the Vice President and a Director of
the Company. Mr. von Sass received 100,000 shares of restricted common
stock for services as Vice President and Director.
Omkar Channan. Mr. Channan is a Director of the Company. Mr. Channan
received 100,000 shares of restricted common stock for services as
Director.
Michael Kelleher. Mr. Kelleher is the Treasurer and a Director of the
Company. Mr. Kelleher received 100,000 shares of restricted common stock
for services as Treasurer and Director.
Gary DeGano. Mr. DeGano is a Director of the Company. Mr. DeGano
received 100,000 shares of restricted common stock for services a Director.
Directors receive $7,586 per year paid by Pro Glass Technologies,
Inc., payable in stock, paid quarterly, plus expenses for attending
meetings.
ITEM 7. Certain Relationships and Related Transactions
Mr. Aiello received his shares as a result of the business combination
and Mr. von Sass received 150,000 as part of the same business combination,
Mr. Channan, Mr. Kelleher, Mr. DeGano, Mr. DaSilva, and Mr. von Sass
received 100,000 shares for serving as directors.
Windshield Superstores, Ltd., a subsidiary holding of Pro Glass
Technologies, Inc., pays $6,000.00 a month as a management fee to the
parent holding company. Included in this management contract are fees for
investor relations, accounting, and other professional fees.
ITEM 8. Description of Securities
Common Stock
The Company is authorized to issue 50,000,000 shares of Common Stock,
par value $.001 per share, of which 3,000,000 shares were issued and
outstanding as of September 30, 1999. 21,961,049 shares were issued and
outstanding as of December 31, 1999. As of March 31, 2000 there were
22,311,049 shares of common stock were issued and outstanding. As of June
30, 2000 there were 22,692,444 share of common issued and outstanding.
All shares of Common Stock have equal rights and privileges with
respect to voting, liquidation and dividend rights. All shares of Common
Stock entitle the holder thereof to (i) one non-cumulative vote for each
share held of record on all matters submitted to a vote of the
stockholders; (ii) to participate equally and to receive any and all such
dividends as may be declared by the Board of Directors out of funds legally
available therefore; and (iii) to participate pro rata in any distribution
of assets available for distribution upon liquidation of the Company.
Stockholders of the Company have no preemptive rights to acquire additional
shares of Common Stock or any other securities. The Common Stock is not
subject to redemption and carries no subscription or conversion rights. All
outstanding shares of Common Stock are fully paid and non-assessable.
PART II
ITEM 1. Market Price of and Dividends on the Registrants Common
Equity and Other Shareholder Matters
The Companys shares have never traded, and there exists no public
trading market for the shares. The Company has eighty-nine (89)
shareholders, including officers, directors, and control persons, The
Company has never paid a dividend, nor does it intent to do so in the
foreseeable future. There are no restrictions on the power of the Board of
Directors to declare and pay dividends.
No securities are currently being offered for sale, nor are there
outstanding any options, rights, warrants to purchase, or securities
convertible into, the common equity of the Registrant.
Prior to the filing of this registration statement, no shares of the
Companys Common Stock have been registered with the Securities and
Exchange Commission (the Commission) or any state securities agency of
authority. The Companys Common Stock is eligible to be traded in the
over-the-counter market upon the filing of this Form 10SB and the clearings
and comments thereto by the Commission.
The ability of an individual shareholder to trade their shares in a
particular state may be subject to various rules and regulations of that
state. A number of states require that an issuers securities be registered
in their state or appropriately exempted from registration before the
securities are permitted to trade in that state. Presently, the Company has
no plans to register its securities in any particular state. Further, most
likely the Companys shares will be subject to the provisions of Section
15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), commonly referred to as the penny stock rule.
Section 15(g) sets forth certain requirements for transactions in penny
stocks and rule 15g-9(d)(1) incorporates the definition of penny stock as
that used in Rule 3a51-1 of the d that used in Rule 3a51-1 of the Exchange
Act.
The Commission generally defines penny stock to be any equity security
that has a market price less than $5.00 per share, subject to certain
exception. Rule 3a51-1 provides that any equity security is considered to
be a penny stock unless that security is: registered and traded on a
national securities exchange meeting specified criteria set by the
Commission; authorized for quotation on the NASDAQ stock Market; issued by
a registered investment company; excluded from the definition on the basis
of price (at least $5.00 per share) or the issuers net tangible assets; or
exempted from the definition by the Commission. If the Companys shares are
deemed to be a penny stock, trading in the shares will be subject to
additional sales practice requirements on broker-dealers who sell penny
stocks to persons other than established customers and accredited
investors, generally persons with assets in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such security and
must have received the purchasers written consent to the transaction prior
to the purchase. Additionally, for any transaction involving a penny stock,
unless exempt, the rules require the delivery, prior to the first
transaction, of a risk disclosure document relating to the penny stock
market. A broker-dealer also must disclose the commissions payable to both
the broker-dealer and the registered representative, and current quotations
for the securities. Finally, monthly statements must be sent disclosing
recent price information for the penny stocks held in the account and
information on the limited market in penny stocks. Consequently, these
rules may restrict the ability of broker-dealers to trade and/or maintain a
market in the Companys Common Stock and may affect the ability of
shareholders to sell their shares.
As of June 30, 2000 there were 89 holders respectfully of record of
the Companys Common Stock. Because the Company does not presently trade,
no trading history is presented herein.
As of June 30,2000 the Company has issued and outstanding 22,692,449
shares of common stock. 3,000,000 shares were issued pursuant to 4(2) and
are 144K qualified. These certificates were issued in September 1997 in the
acquired company (due to reverse merger) and bear a restrictive 144 legend.
In October 1999, 17,714,000 shares of common stock were issued for the
reverse merger acquisition, all there certificates bear restrictive 144
legends. Also in the first quarter of 2000 the Company issued 1,247,049
shares of common stock for services and directors fees. These certificates
bear a 144 restrictive legend.
On January 11, 2000 the Company issued 350,000 shares of common stock
for services and director fees. The certificates also bear a 144
restrictive legend.
On April 10, 2000 the Company issued 371,400 shares of common stock to
four individuals for cash. These shares were issued under section 4(2) and
4(6) as restrictive securities.
On June 1, 2000 the Company issued 10,000 shares of common stock in a
private transaction. These 10,000 shares are deemed restrictive
securities as defined by the Act and certificates representing such shares
bear an appropriate restrictive legend.
Of the Companys total shares outstanding 3,484,000 shares may be
sold, transferred or otherwise traded in the public market, should one
develop, unless held by an affiliate or controlling shareholder of the
Company. Of these 3,484,000 shares, the Company has identified no shares a
being held by affiliates of the Company.
Of the 19,208,449 restricted common shares 13,508,892 shares
considered restricted securities are held presently by affiliates and/or
controlling shareholders of the Company. These shares may be sold pursuant
to Rule 144 in the future, subject to the volume and other limitations set
forth under Rule 144. In general, under Rule 144 as currently in effect, a
person (or persons whose shares are aggregated) who has beneficially owned
restricted shares of the Company for at least one year, including any
person who may be deemed to be an affiliate of the Company (as the term
affiliate is defined under the Act), is entitled to sell, within any
three-month period, an amount of shares that does not exceed the greater of
(i) the average weekly trading volume in the Companys Common Stock, as
reported through the automated quotation system of a registered securities
association, during the four calendar weeks preceding such sale or (ii) 1%
of the shares then outstanding. A person who is not deemed to be an
affiliate of the Company and has not been an affiliate for the most
recent three months, and who has held restricted shares for a least two
years would be entitled to sell such shares without regard to the resale
limitations of Rule 144.
Generally, the shares of restricted stock may not be sold or otherwise
transferred unless first registered under the Act or unless there is an
appropriate exemption from registration available.
Dividend Policy
The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that it will
pay cash dividends or make distributions in the foreseeable future. The
Company currently intends to retain and invest future earnings to finance
its operations.
ITEM 2. Legal Proceedings
There are presently no material pending legal proceedings to which the
Company or any of its subsidiaries in a party or to which any of its
property is subject and, to the best of its knowledge, no such actions
against the Company are contemplated or threatened.
ITEM 3. Changes in and Disagreements with Accountants
There have been no changes in or disagreements with accountants.
ITEM 4. Recent Sales of Unregistered Securities
As of June 30,2000 the Company has issued and outstanding 22,692,449
shares of common stock. 3,000,000 shares were issued pursuant to 4(2) and
are 144K qualified. These certificates were issued from 1987 to 1997, in
September 1997 in the acquired company (due to reverse merger) and bear a
restrictive 144 legend.
In October 1999, 17,714,000 shares of common stock were issued for the
reverse merger acquisition, all there certificates bear restrictive 144
legends. Also in the first quarter of 2000 the Company issued 1,247,049
shares of common stock for services and directors fees. These certificates
bear a 144 restrictive legend.
On January 11, 2000 the Company issued 350,000 shares of common stock
for services and director fees. The certificates also bear a 144
restrictive legend.
On April 10, 2000 the Company issued 371,400 shares of common stock to
four individuals for cash. These shares were issued under section 4(2) and
4(6) as restrictive securities.
On June 1, 2000 the Company issued 10,000 shares of common stock in a
private transaction for cash. These 10,000 shares are deemed restrictive
securities as defined by the Act and certificates representing such shares
bear an appropriate restrictive legend.
ITEM 5. Indemnification of Directors and Officers
As permitted by the provisions of the Nevada Revised Statutes (the
NRS), the Company has the power to indemnify any person made a party to an
action, suit or proceeding by reason of the fact that they are or were a
director, officer, employee or agent of the Company, against expenses,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by them in connection with any such action, suit or proceeding if
they acted in good faith and in a manner which they reasonably believed to
be in, or not opposed to, the best interest of the Company and, in any
criminal action or proceeding, they had no reasonable cause to believe
their conduct was unlawful. Termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a presumption
that the person did not act in good faith and in a manner which they
reasonably believed to be in or not opposed to the best interests of the
Company, and, in any criminal action or proceeding, they had no reasonable
cause to believe their conduct was unlawful.
The Company must indemnify a director, officer, employee or agent of
the Company who is successful, on the merits or otherwise, in the defense
of any action, suit or proceeding, or in defense of any claim, issue, or
matter in the proceeding, to which they are a party because they are or
were a director, officer employee or agent of the Company against expenses
actually and reasonably incurred by them in connection with the defense.
The Company may provide to pay the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding as the
expenses are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf
of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that they are not entitled
to be indemnified by the Company.
The NRS also permits a corporation to purchase and maintain liability
insurance or make other financial arrangements on behalf of any person who
is or was a director, officer, employee or agent of the Company, or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise for any liability asserted against them and liability
and expenses incurred by them in their capacity as a director, officer,
employee or agent, or arising out of their status as such, whether or not
the Company has the authority to indemnify them against such liability and
expenses. Presently, the Company does not carry such insurance.
Transfer Agent
The Company has designated Holladay Stock Transfer, Inc., 2939 North
67th Place, Scottsdale, Arizona 85251, as its transfer agent.
Accountants and Attorneys
Accountants
Armando C. Ibarra, CPA
350 E Street
Chula Vista, CA 91910
United States
Bob Kinvig, Chartered Accountant
Ste. 200 839 5th Ave SW
Calgary Alberta Canada T2P3C8
Attorneys
Carmine Bua
3838 Camino Del Rio N.
San Diego, CA 92108
United States
Michael C. Dunkley
Ste. 11 1915 32nd Ave.
Calgary Alberta, Canada T2E7C8
PART F / S
The Companys financial statements for the fiscal year ended September
30, 1999 and June 30, 2000 have been examined to the extent indicated in
their reports by Armando C. Ibarra, independent certified public
accountants, and have been prepared in accordance with generally accepted
accounting principles and pursuant to Regulation S-B as promulgated by the
Securities and Exchange Commission and are included herein in response to
Item 15 of this Form 10-SB.
I -
PRO GLASS TECHNOLOGIES, INC.
(Formerly Ragen Corporation)
FINANCIAL STATEMENTS
For the Nine Months Ended June 30, 2000
Independent Auditor's Report
Audited Financial Statements
Balance Sheet
Statement of Operations
Schedule of General & Administrative Expenses
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements
ARMANDO C. IBMARRA
CERTIFIED PUBLIC ACCOUNTANTS
(A Professional Corporation)
Armando C, lbarra, CPA Armando Ibarra, Jr, C.P.A.
To the Board of Directors of
Pro Glass Technologies Inc.
(Formerly Ragen Corporation)
Bay 8, 3927 Edmonton Tr. N.E.
Calgary, Alberta T2E 6T1
We have reviewed the accompanying balance sheets of Pro Glass Technologies, Inc.
(formerly Ragen Corporation) as of June 30, 2000 and the related statements of
operations, statement of stockholders' equity, and cash flows for the nine
months then ended, in accordance with Statements on Standards for Accounting
Review Services issued by the American Institute of Certified Public
Accountants. All information included in these financial statements is the
representation of the management of Pro Glass Technologies, Inc.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any modifications that, should be made
to the accompanying financial statements in order for them to be in conformity
with generally accepted accounting principles.
Our review was made for the purpose of expressing limited assurance that there
are no material modifications that should be made to the financial statements in
order for them to be in conformity with generally accepted accounting
principles. The information included in the accompanying schedules of general
and administrative expenses is presented only for supplementary analysis
purposes. Such information has been subjected to the inquiry and analytical
procedures applied in the review of the basic financial statements, and we are
not aware of any material modifications that should be made to it.
Armando C. Ibarra, CPA
Chula Vista, CA August 8, 2000
Tel: (619) 422-1348
350 E. Street, Chula Vista, CA 91910
Fax: (619) 422-1465
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Balance Sheet
As of June 30, 2000
ASSETS
Current Assets:
Cash & trust funds $ 173,169
Accounts receivable 99,722
Other receivable 1,085
Inventory 2,759
Prepaid expenses 2,483
Investments 25,557
Provisions for future rebates 8,069
Income tax benefit 7,238
Total Current Assets 320,082
Net Property & Equipment 13,834
Investments:
Investment in securities available for sale 150,000
Total Investments 150,000
Other Assets:
Customer lists 86,207
Advertising rights 112,069
Total Other Assets 198,276
TOTAL ASSETS $ 682,192
Current Liabilities:
Accounts payable 62,316
GST collected 8,166
Total Current Liabilities
Stockholders' Equity: -Common stock,
($0.001 par value, 50,000,000 shares
authorized 22,692,449 shares issued and
outstanding) 22,692
Additional paid-in 605,797
capital Retained earnings (16,779)
Total Stockholders' Equity 611,710
TOTAL LIABILITIES
& STOCKHOLDERS'EQUITY $ 682,192
See Accompanying Notes andAccountants Review Report
2
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Statement of Operations
For The Nine Months Ended June 30, 2000
Revenues:
Sales $ 542,963
Total Revenues 542,963
Cost of Sales:
W/S glass, molding 233,292
W/S Sub. Installers 22,758
Total Cost of Sales 256,050
GROSS PROFIT 286,913
Administrative Expenses 303,451
OPERATINGINCOME (16,538)
Other Income (Expenses):
Interest revenue 2,414
Interest expense (41)
Total Other Income (Expenses) 2,373
NET INCOME / (LOSS) BEFORE INCOME TAXES (14,165)
INCOME TAX - BENEFIT 305
NET INCOME / (LOSS) AFTER TAXES $ (13,860)
BASIC EARNINGS (LOSS) PER SHARE $ (0.00)
AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 20,693,978
See Acconpanying Notes and Accountant's Review Repod
3
Pro Glass Technology, Inc.
(Formerly Ragen Corporation)
Schedule of General and Administrative Expenses
For the Nine Months Ended June 30,2000
GENERAL & ADMINISTRATIVE EXPENSES:
Accounting & legal $ 9,830
Advertising 97,227
Auto - expense 2,644
Auto - lease 9,040
Bank Charges 3,927
Business tax 1,400
Courier 555
Consulting fees 13,365
Dues & subscriptions 221
Fax lease 522
Equipment rental 1,018
Gas allowance 1,998
Insurance 2,037
Depreciation 2,628
Legal 446
Licenses, Fees 310
Management fees - Pro Glass 4,138
Merger and acquisition costs 50,745
Meals & entertainment 323
Office supplies 3,194
Rent 22,152
Repairs & maintenance 3,639
Shop supplies 2,155
Telephone 10,888
Travel 4,911
Utilities 5,037
Wages & employee benefits 48,385
WCB expense 716
Total General & Administrative Expenses $303,451
1
See Accompanying Notes and Accountant's Review Report
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Statement of Stockholder's Equity
As of June 30, 2000
Common Common Additional Retained Total
Shares Stock Paid-In Earnings
Amount Capital
Balance, September
30, 1997 3,000,000 $ 3,000 $ -- $ (2,409) $ 591
Operating (Loss)
September 30, 1998 -- -- -- (510) (510)
Balance, September
30, 1998 3,000,000 3,000 -- (2,919) 81
Operating Income
September 30, 1999 -- --
Balance, September
30, 1999 3,000,000 3,000 0 (2,919) 81
Common shares issued
October 21, 1999 17,714,000 17,714 368,807 -- 386,521
Common shares issued
December 7, 1999 1,247,049 1,247 122,459 -- 123,706
Common Shares issued
January 11, 2000 350,000 350 36,830 -- 37,180
Common Shares issued
April 10, 2000 371,400 371 72,711 -- 73,082
Common Shares issued
June 1, 2000 10,000 10 4,990 -- 5,000
Operating Income
June 30, 2000 -- -- -- (13,860) (13,860)
Balance, June 30,
2000 22,692,449 $22,692 $ 605,797 $ (16,779) $611,710
See Accompanying Notes and Accountant's Review Report
5
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Statement of Cash Flows
As of June 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (13,860)
Depreciation expense 2,628
(Increase) in accounts receivable (100,807)
(Increase) in inventory (2,759)
O=wse) in prepaid (2,483)
(Increase) in odier assets (198,076)
(Increase) in kvestments; (25,557)
(Increase) in provision for future rebates (8,069)
(Increase) in income tax benefit (7,238)
Increase in accounts payable 62,316
Increase in taxes payable 8,166
(Decrease) in note payable (1,749)
Net Cash provided (used) by operating activities (287,488)
,CASH FLOWS FROM DiVESTING ACUMUS:
Investment in securities for sale (150,000)
Net - acquisition of property & equipment (16,462)
Net cash used by investing activities (166,462)
CASH FLOWS FROM FINANCING ACTIVIMS:
Common stock 19,692
Paid in Capital 605,797
Net cash provided byfinancing activities 625,489
Net increase (decrease) in cash 171,539
1
Cash at beginning of year 1,630
Cash at end ofyear $ 173,169
See Accompanying Notes and Accountant's Review Report
6
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Notes to Financial Statements
For the Nine Months Ended June 30, 2000
NOTE 1. OPERATIONS AND DESCRIPTION OF BUSINESS
Organization
The Company was originally incorporated in the state of Nevada on August 24,
1987 as Ragen Corporation. On August 24, 1996 the Company executed a forward
split of its outstanding stock 1, 000 to 1 or 3, 000, 000 shares and restated
the par value of its common stock from $ 1. 00 to $.001 per share increasing the
authorized shares from 25,000 to 25,000,000 share with the same total capital
value of $25,000. On October 21, 1999 the Company entered into a reverse merger
whereby Ragen acquired 100% of the common stock of Pro Glass Technologies, Inc.,
(A Canadian Corporation) and its three wholly owned subsidiaries in exchange for
17,714,000 shares of authorized, and issued common stock. Ragen changed its name
to Pro Glass Technologies, Inc., on October 25, 1999 and increased the
authorized capital to 50,000,000 shares of $.001 par value common stock.
NOTE Z SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure or contingent
assets and liabilities, and reported amounts of revenues and expenses. Actual
results could differ from those estimates.
Cash and Cash Equivalents
For the purposes of the statement of cash flows, the Company considers all
investments with a maturity of three months or less to be cash equivalents.
Invento
Inventory is stated at the lower of cost (first-in, first-out) or net realizable
value, and consists of auto windshields and related materials. The company's
inventory is very consistent and not material.
Basis of Accounting
The Company policy is to use the accrual method of accounting and to prepare and
present financial statements in accordance with generally accepted accounting
principles.
7
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Notes to Financial Statements
For the Nine Months Ended June 30, 2000
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUTING POLICIES (CONTINUED)
Advertisine Rights
The Company has entered into an exclusivity contract with various companies. The
exclusivity enables Pro Glass to be the only auto glass company to deliver
advertisements to patrons homes.
Accounts Receivable-Trade
Accounts receivable-trade consists of the following at June 30, 2000:
Accounts receivable $ 99,722
Allowance for doubtful accounts 0
Total $ 99,722
Management considers accounts receivable as of June 30, 2000 to be Bally
collectible.
Property and Eauipment/Depreciation
Property and equipment are recorded at cost. Minor additions renewals are
expensed in the year incurred. Major additions and renewals are capitalized and
depreciated over their estimated useful lives. Depreciation is calculated using
straight-line and accelerated methods (five years for vehicles and equipment,
and seven years for office furniture). Total depreciation for the nine months
ended June 30, 2000 is $ 2,628.
Leases
The Company leases two locations under an operating lease that expires on
October 21, 2001 and March 31, 2002 (option renewal for a three year on both).
Rent expense for the nine months ended June 30, 2000 was $ 22,152. The Company
also leases a vehicle under operating lease expiring through July 2000. Lease
expense for the vehicle for the nine months ended June 30, 2000 was $ 9,040.
Earnines Per Share
Earnings per share are provided in accordance with Statement of Financial
Accounting Standards No. 128 (FAS No. 128) Earnings Per Share. Due to the
Company's simple capital structure, with only common stock outstanding, only
basic earnings per share is presented. Basic earnings per share are computed by
dividing earnings available to common stockholders by the weighted average
number of common shares outstanding plus the weighted average of common stock to
be issued during the period
8
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Notes to Financial Statements
For the Nine Months Ended June 30, 2000
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUTING POLICIES (CONTINUED
Income Taxes
Income taxes are provided in accordance with Statement of Financial accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of a of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
NOTE 3 INCOME TAX BENEFIT
1998 Net Income / (Loss) (75,692)
Income tax benefit 13,923
1999 Tax benefits used (6,990)
1999 Tax benefit carry forward 6,933
12/99 Income tax benefit (first quarter) 6,554
03/00 Income tax benefit (second quarter) 3,924
06/00 Tax benefit used (third quarter) (10,173)
Total Income Tax Benefit 7,238
NOTE 4. PROPER7T & EQULPMENT
A summary of property and equipment, and the related depreciation expense is as
follows:
2000
Office Equipment $ 20,205
Automobile 3,793
Total Office Equip. & Automobile 23,998
Accumulated depreciation (10,164)
Net Property and Equipment $ 13,834
Depreciation Expense $ 2,628
9
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Notes to Financial Statements
For the Nine Months Ended June 30, 2000
NOTE 5. INVESTMENT IN SECURITIES
This represents the Company's acquisition of 150,000 shares of preferred stock
in Triad Industries, Inc. in exchange for the FAA Enterprises, Inc. note
receivable.
NOTE 6. ACQUISITION OF BUSINESS
The acquisition of Pro Glass Technologies, Inc. was recorded as a purchase in
accordance with Accounting Principle Board Opinion No. 16 (APB No. 16) Business
Combinations. On October 21, 1999 the Company entered into a reverse merger
whereby Ragen acquired 100% of the common stock of ProGlass Technologies, Inc.,
(A Canadian Corporation) and its three wholly owned subsidiaries in exchange for
17,714,000 shares of authorized, and issued common stock. Ragen changed its name
to Pro Glass Technologies, Inc.
NOTE 7. COMMON STOCK
As of September 30, 1999 there were 3,000,000 shares of common stock
outstanding. On October 21, 1999 the Company issued 17,714,000 shares of common
stock. On December 7, 1999 the Company issued 1,247,049 shares of common stock.
On January 11, 2000 the Company issued 350,000 shares of common stock. On April
10, 2000 the Company issued 371,400 shares of common stock. On June 1, 2000 the
Company issued 10,000 shares of common stock. As of 16ne 30, 2000 there were
22,692,449 shares of common stock outstanding.
TABLE OF CONTENTS
Independent Auditors Report
Audited Financial Statements
Balance Sheet
Statement of Operations
Sechedule of General & Administrative Expenses
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements
ARMANDO C. IBARRA
CERTIFIED PUBLIC ACCOUNTANIS
(A Professional Corporation)
To the Board of Directors of
Pro Glass Technologies Inc.
(Formerly Ragen Corporation)
Bay 9, 3927 Edmonton Tr. NE.
Calgary, AlbaU T2E 6TI
We have reviewed the accompanying balance sheets of Pro Glass Technologies, Inc.
(formerly Ragen Corporsition) so of March 31, 2000 and the related statement of
operations, statement of stockholder's equity, and cash flows for the six months
then ended, in accordance with Statements on Standards for Accounting Review
Services issued by the American Institute of Certified Public Accountants. All
information included in these financial statements is the representation of the
management of Pro Glass Technologies, Inc.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the Wression of an opinion regarding the financial statements taken as
a whole. Accordingly, we do not eVreu such an opinion.
Based on our review, we are not aware of any modifications that should be made
to the accompanying financial statements in order for them to be in confbrmity
with generally accepted accounting principles.
Our review was made for the purpose of expressing limited assurance that them
are no material modifications that should be made to the financial statetments
in order for them to be in conformity with generally accepted accounting
principles. The information included in the accompanying schedules of general
and administrative expenses is presented only for supplementary analysis
purposes. Such information has been subjected to the inquiry and analytical
procedures applied in the review of the basic financial statements, and we are
not aware of any material modifications that should be made to it.
Armando C. lbarra, CPA
Chula Vista, CA
August 8, 2000
350 3rd Ave, Chula Vida, CA 91918
Tel: (619) 422-1349 Fax: (619) 422-1465
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Balance Sheet
As of March 31,2000
ASSETS
Cash and trust funds $ 60,572
Accounts Receivable 46,142
Other receivable 1,085
Due from concord leasing 436
Inventory 2,759
Prepaid expense 2,712
Investments 25,557
Provisions for future rebates 39,138
Income tax benefit 17,411
TOTAL CURRENT ASSETS 194,812
Net Property and Equipment 14,710
Investments:
Investment in securities available for sale 150,000
Total Investments 150,000
Other Assets
Curstomer lists 86,207
Advertising rights 112,069
Total Other Assets 198,276
TOTAL ASSETS 557,798
Current Liabilities:
Accounts payable 69,404
GST collected 285
Total Current Liabilities 69,689
LIABILurus & STOCKHOLDERS'EQUffY
Stockholders Equity
Common stock ($0.001 par value, 50,000,000
shares authorized 22,311,049 issued and
outstanding) 22,311
Additional paid-in capital 528,096
Retained earnings (62,298)
Total Stockholders Equity 488,109
TOTAL LIABILITIES
& STOCKHOLDERS EQUITY $ 557,798
See Accopanying Notes and Accountants Review Report
2
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Statement of Operations
For The Six Months Ended March 31, 2000
Revenues:
Sales $ 263,796
Total Revenues 263,786
Cost of Sales:
W/S glass, molding 111,474
W/S Sub. lnstallers 11,431
Total cost of sales 122,905
GROSS PROFIT 140,891
Adwinistnative Expenses 213,152
OPERATING INCOME (72,271)
Other Income (Expenses):
Interest revenue 2,414
Total Other Income (Expenses) 2,414
NET INCOME / (LOSS) BEFORE INCOME TAXES (69,857)
INCOME TAX - BENEFIT 10,478
NET INCOME / (LOSS) AFTER TAXES (59,379)
BASIC EARNINGS (LOSS) PER SEWU (0.00)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 22,297
See Accompanying Notes and Accountants Review Report
Pro Glass Technology, Inc.
(Formerly Ragen Corporation)
Schedule of General and Administrative Expenses
For the Six Months Ended March 31,2000
GENERAL & ADbWMTRATIVE EXPENSES:
Accounting and legal 7,139
Advertising 54,226
Auto - expense 1,334
Auto - lease 6,639
Bank Charges 2,450
Business tax 954
Courier 435
consulting fees 13,365
Dues & subscriptions 221
Equipment rental 916
Gas allowance 902
Imurance 1,805
Deprec4ation 1,732
License & rights 107
Iegal 446
Management fees 4,138
Merger & acquisitions costs 50,745
Office supplies 1,813
Rent 14,549
Repairs and Maintenance 1,265
shop supplies 1,292
Tolephone 8,259
Travel 3,252
utilities 3,554
Wages & employee benefts 31,094
WCB expense 20
Total General & Administrative Expenses $ 213,152
See Accompanying Notes and Assistant's Review Report
4
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Statement of Cash Flows
As of March 31, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (59,379)
Depreciation, aqmse 1,752
(Increase) in accounts receivable (47,227)
(increase) in inventory (2.759)
(increase in other assets (199,076)
(Increase) in prepaid (2,712)
(increase) in note receivable (436)
(Increase) in invesunent (25,557)
(Increase) in income tax benefit (17,411)
(Increase) in provision for future rebates (38,139)
(Increase) in accounts payable 69,404
(Increase) in taxes payable 285
(Decrease) in note payable (1,749)
Net Cash provided (used) by operating activities (322,003)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in securities for sale (150,000)
Net - acquisition of property & equipment (16,462)
Net cash used by investing activities (166,462)
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock 19,311
Paid in capital 328,096
Not cash proWded by financing aactivities 547,407
Net Increase (decrease)in cash 58,942
Cash at beginning of year 1,630
Cask at end of year 60,572
See Accountants Compilation Report
6
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Statement of Stockholdes Equity
As of March 31, 2000
Common Common Additional Retained Total
Shares Stock Paid-In Earnings
Amount Capital
Balance, September
30, 1997 3,000,000 $ 3,000 $ - $ (2,409) $ 591
Operating (Loss)
September 30, 1999 - - - (510) (510)
Balance, September
30, 1998 3,000,000 3,000 - (2,919) $ 1
Operating Income
September 30, 1999 - - - 0 0
Balance September
30, 1999 3,000,000 3,000 0 (2,919) 81
Common Shares issued
October 21, 1999 17,714,000 17,714 368,907 - 386,521
Commmom shares issued
December 7, 1999 1,247,049 1,247 122,459 - 123,706
Common shares issued
January 11, 2000 350,000 350 36,830 - 37,190
Operating (Loss) March
30, 2000 - - - (59,379) (59,379)
Balance, March
30, 2000 22,311,049 $ 22,311 $ 528,096 $ (62,298) $ 88,109
See Accompanying Notes and Accountants Review Reportt
5
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Notes to Financial Statements
For the Six Months Ended March 31, 2000
NOTE 1. OPERATIONS AND DESCRIPTION OF BUSINESS
Organization
The Company was originally incorporated in the state of Nevada on August 24,
1987 as Ragen Corporation. On August 24, 1996 the Company executed a forward
split of its outstanding stock 1,000 to I or 3,000,000 shares and restated the
par value of its common stock from $1.00 to $.001 per share increasing the
authorized shares from 25,000 to 25,000,000 share with the same total capital
value of $25,000. On October 21, 1999 the Company entered into a reverse merger
whereby Ragen acquired 100% of the common stock of Pro Glass Technologies, Inc.,
(A Canadian Corporation) and its three wholly owned subsidiaries in exchange for
17,714,000 shares of authorized, and issued common stock- Ragen changed its name
to Pro Glass Technologies, Inc., on October 25, 1999 and increased the
authorized capital to 50,000,000 shares of S.001 par value common stock.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of asses and liabilities, disclosure or contingent
assets and liabilities, and reported amounts of revenues and expenses. Actual
results could differ ftom those estimates.
Cash and Cash Equivalents
For the purposes of the statement of cash flows, the Company considers all
investments with a maturity of three months or less to be cash equivalents.
Inventory
Inventory is stated at the lower of cost (first-in, first-out) or net realizable
value, and consists of auto windshields and related materials. The company's
inventory is very consistent and not material.
Basis of Accounting
The Company poficy is to use the accrual method of accounting and to prepare and
present financial statements in accordance with generally accepted accounting
principles.
7
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Notes to Financial Statements
For the Six Months Ended March 31, 2000
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Advertising Rights
The Company has entered into an exclusivity contract with various companies. The
exclusivity enables Pro Glass to be the only auto glass company to deliver
advertisements to patrons homes.
Accounts Receivable-Trade
Accounts receivable-trade consists of the following at March 31, 2000:
Accounts receivable $ 46,142
Allowance for doubtfid accounts 0
Total $ 46-14
Management considers accounts receivable as of March 31, 2000 to be fully
collectible.
ProRsKV and Equipment/ftreciation
Property and equipment are recorded at cost. Minor additions renewals are
expensed in the year incurred. Major additions and renewals are capitalized and
depreciated over their estimated usefid lives. Depreciation is calculated using
straight-line and accelerated methods (five years for vehicles and equipment~
and seven years for office furniture). Total depreciation for the six months
ended March 31, 2000 is $ 1,752.
The Company leases two locations under an operating lease that expires on
October 21, 2001 and March 31, 2002 (option renewal for a three year on both).
Rent expense for the six months ended March 3 1 P 2000 was S 14,549. The Company
also leases a vehicle under operating lease expiring through July 2000. Lum
expense for the vehicle for the six months ended March 31, 2000 was $6,639.
Earnings Per Share
Earnings per share are provided in accordance with Statement of Financial
Accounting Standards No. 128 (FAS No. 128) Earnings Per Share. Due to the
Company's simple capital structure, with only common stock outstanding, only
basic earnings per share is presented. Basic earnings per share are computed by
dividing earnings available to common stockholders by the weighted average
number of common shares outstanding plus the weighted average of common stock to
be issued during the period
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Notes to Financial Statements
For the Six Months Ended March 31, 2000
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes am provided in accordance with Statement of Financial accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the yew of deferred tax assets and
liabilities.
Deferred tax amets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
NOTE 3. INCOME TAX BENEFIT
1998 Net Income / (Loss) (75,692)
Income tax benefit 13,923
1999 Tax benefits used (6,990)
1999 Tax benefit carry forward 6,933
12/99 Income tax benefit (first quarter) 6,554
03/00 Income tax benefit (second quarter) 3,924
Total Income Tax Benefit 17,411
NOTE 4 PROPERTY & EQUIPMENT
A summary of property and equipment, and the related depreciation expense is as
follows:
2000
Office Equipment $ 20,205
Automobile 3,793
Total Office Equip. & Automobile 23,999
Accumulated depredation (9,288)
Net Property and Equipment $ 14,710
Depreciation Expense
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Notes to Financial Statements
For the Six Months Ended March 31, 2000
NOTE 5. INVESTMENT IN SECURITIES
This represents the Company's acquisition of 150,000 shares of preferred stock
in Triad industrim Inc. in exchange for the FAA Enterprises, Inc. note
receivable.
NOTE 6. ACQUISITION OF BUSINESS
The acquisition of Pro Glass Technologies, Inc- was recorded as a purchase in
accordance with Accounting Principle Board Opinion No. 16 (APB No. 16) Business
Combinations. On October 21, 1999 the Company entered into a reverse merger
whereby Ragen acquired 1000/6 of the common stock of ProGlass Technologies,
Inc., (A Canadian Corporation) and its throe wholly owned subsidiaries in
exchange for 17,714,000 shares of authorized, and issued common stock. Ragen
changed its name to Pro Glass Technologies, Inc.
NOTE 7. COMMON STOCK
As of Septeinber 30, 1999 there were 3,000,000 shares of common stock
outstanding. On October 21, 1999 the Company issued 17,714,000 shares of conunon
stock. On December 7, 1999 the Company issued 1,247,049 shares of common stock.
On January 11, 2000 the Company issued 350,000 shares of common stock. As of
March 31, 2000 there were 22,311,049 shares of common stock outstanding.
10
PRO GLASS TECHNOLOGIES, INC.
(Formerly Ragen Corporation)
FINANCIAL STATEMENTS
For the Three Months Ended December 31, 1999
TABLE OF CONTENTS
Independent Auditor's Report
Audited Financial Statements:
Balance Sheet
Statement of Operations
Schedule of General & Administrative Expenses
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements
ARMANDO C. IBARRA
CERTIFIED PUBLIC ACCOUNTANTS
(A Professional Corporation)
Armando C. Ibarra C.P.A.
Armando lbarra, Jr, CPA
To the Board of Directors of
Pro Glass Technologies Inc.
(Formerly Ragen Corporation)
Bay 8, 3 927 Edmonton Tr. N.E.
Calgary, Alberta T2E 6T I
We have reviewed the accompanying balance sheets of Pro Glass Technologies, Inc.
(formerly Ragen Corporation) as of December 31, 1999 and the related statement
of operations, statement of stockholder's equity, and cash flows for the three
months then ended, in accordance with Statements on Standards for Accounting
Review Services issued by the American hisfitute of Certified Public
Accountants. All information included in these financial statements is the
representation of the management of Pro Glass Technologies, Inc.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any modifications that should be made
to the accompanying financial statements in order for them to be in conformity
with generally accepted accounting principles.
Our review was made for the purpose of expressing limited assurance that there
are no material modifications that should be made to the financial statements in
order for them to be in conformity with generally accepted accounting
principles. The information included in the accompanying schedules of general
and administrative expenses is presented only for supplementary analysis
purposes. Such information has been subjected to the inquiry and analytical
procedures applied in the review of the basic financial statements, and we are
not aware of any material modifications that should be made to it.
Armando C. lbarra, CPA
Chula Vista, CA
August 8, 2000
350 E. Street, Chula Vis;ta, CA 91910
Tel: (619) 422-1348 Fax: (619) 422-1465
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Balance Sheet
As of December 31, 1999
ASSETS
Current Assets :
Cash & trust funds $ 22,721
Accounts receivable 40,417
Odux receivable 1,085
Due fiom concord leasing 436
Inventory 2,759
Prepaid expense 2,942
Investments 25,557
Provisions for future rebates 28,759
Income tax benefit 13,713
Total Current Assets 137,713
Net Property & Equipment
Investments:
Investment in securities available for sale 150,000
Total investments 150,000
Other Assets:
Customer lists 86,207
Advertising rights 112,069
Total Other Assets 198,276
TOTAL ASSETS 501,575
Current Liabilities:
Accounts payable 26,958
GST collected 1,450
Total Current Liabilities
Stockholders' Equity:
LIABILITIES & STOCKHOLDERS'EQUITY
Common stock, ($0.001 par value,
50,000,000 shares authorized 21,961,049
shares issued and outstanding) 21,961
Additional paid-in capital 492,266
Retained earnings (40,060)
Total Stockholders' Equity 473,167
TOTAL LIABILITIES
& STOCKHOLDERS'EQUITY 501,575
See Accompanying Notes and Accountants Review Repoit
2
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Statement of Operations
For The Three Months Ended December 31, 1999
Revenues:
Sales $ 148,392
Total Revenues 148,392
Cost of Sales:
W/S glass, molding 57,377
W/S Sub. Installers 3,981
Total Cost of Sales 61,358
GROSSPROFIT 87,034
Administrative Expenses 133,143
OPERATINGINCOME (46,109)
Other Income (Expenses):
Interest revenue 2,414
Total Other Income (Expenses) 2,414
NET INCOME / (LOSS) BEFORE INCOME TAXES $ (43,695)
INCOME TAX - BENEFIT 6,554
NET INCOME / (LOSS) AFTER TAXES $ (37,141)
BASIC EARNINGS. (LOSS) PER SHARE $ (0.00)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 17,202,002
See Accompanying Notes and Accountant's Review Report
Pro Glass Technology, Inc.
(Formerly Ragen Corporation)
Schedule of General and Administrative Expenses
For the Three Months Ended December 31, 1999
GENERAL & ADMUMTRATIVE EXPENSES:
Accounting & legal $ 3,391
Advertising 26,501
Auto expense 1,017
Auto - lease 2,401
Bank Charges 1,491
Business tax 472
Courier 223
Consulting fees 8,193
Dues & subscriptions 221
Equipment rental 408
Gas allowance 902
Depreciation 876
Licenses and rights 107
Legal 191
Management fees - Pro Glass 4,138
Merger and acquisition costs 50,745
Office supplies 921
Rent 7,275
Repairs & maintenance 1,079
Shop supplies 684
Telephone 5,010
Travel 225
Utilities 1,391
Wages & employee benefits 15,262
WCB expense 20
Total General & Administrative Expenses 133,143
See Accompanying Notes and Accountant's Review Report
4
Pro Glass Technologies, 11nC
(Formerly Ragen Corporation)
Statement of Stockholder's Equity
For the Three Months Ended December 31, 1999
Common Common Additional Retained Total
Shares Stock Paid-In Earnings
Amount capital
Balance, September
30, 1997 3,000,000 $ 3,000 $ - $ (2,409) $ 591
Operating (Loss)
September 30, 1998 - - - (510) (510)
Balance, September
30, 1998 3,000,000 3,000 - (2,919) 81
Operating Income
September 30, 1999 - - - 0 0
Balance, September
30, 1999 3,000,000 3,000 0 (2,919) 81
Common shares issued
October 21, 1999 17,714,000 17,714 368,807 - 386,521
Common shares issued
December 7, 1999 1,247,049 1,247 122,459 - 123,706
Operating Income
December 31, 1999 - - - (37,141) (37,141)
Balance, December
31, 1999 21,961,049 $ 21,961 $491,266 $ (40,060) $473,167
See Accompanying Notes and Accountant's Review Report
5
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Statement of Cash Flows
As of December 31, 1999
CASH FLOWS FROM OPERATING ACTIVfMS:
Net Income $ (37,141)
Depreciation expense 876
(Increase) in accounts receivable (41,502)
(Increase) in inventory (2,759)
(Increase) in prepaid (2,942)
(Increase) in other assets (198,076)
(Increase) in investments (25,557)
(increase) in provision for future rebates (28,759)
(increase) in note receivable (436)
(Increase) in income tax benefit (13,487)
Increase in accounts payable 26,958
Increase in Wms payable 1,450
(Decrease) in note payable (1,749)
Net Cash provided (used) by operating activities (323,124)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in securities for sale (150,000)
Net - acquisition of property & equipment (16,462)
Nd cash used by investing activities (166,462)
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock 18,961
Paid in Capital 491,266
Nd cash provided by fin an cing activities 510,227
Net increase (decrease) in cash 20,641
Cash at beginning ofyear 1,630
Cash at end ofyear 22,271
See Accompanying Notes and Accountant's Review Report
6
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Notes to Financial Statements
For the Three Months Ended December 31 1999
NOTE 1. OPERATIONS AND DESCRIPTION OF BUSINESS
Organization
The Company was originally incorporated in the state of Nevada on August 24,
1987 as Ragen Corporation. On August 24, 1996 the Company executed a forward
split of its outstanding stock 1,000 to I or 3,000,000 shares and restated the
par value of its common stock from $1.00 to $.001 per share increasing the
authorized shares from 25,000 to 25,000,000 share with the same total capital
value of $25,000. On October 21, 1999 the Company entered into a reverse merger
whereby Ragen acquired 100% of the common stock of ProGlass Technologies, Inc.,
(A Canadian Corporation) and its three wholly owned subsidiaries in exchange for
17,714,000 shares of authorized, and issued common stock. Ragen changed its name
to Pro Glass Technologies, Inc., on October 25, 1999 and increased the
authorized capital to 50,000,000 shares of $.001 par value common stock.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure or contingent
assets and liabilities, and reported amounts of revenues and expenses. Actual
results could differ from those estimates.
Cash and Cash Equivalents
For the purposes of the statement of cash flows, the Company considers all
investments with a maturity of three months or less to be cash equivalents.
Inventory
Inventory is stated at the lower of cost (first-in, first-out) or net realizable
value, and consists of auto windshields and related materials. The company's
inventory is very consistent and not material.
Basis of Accounting
The Company policy is to use the accrual method of accounting and to prepare and
present financial staternents in accordance with generally accepted accounting
principles.
Pro Glass Technologiesq Inc.
(Formerly Ragen Corporation)
Notes to Financial Statements
For the Three Months Ended December 31, 1999
NOTE 2 SUMMARY OF SIGATIFICANT ACCOUNTING POLICIES (CONTINUED)
Advertising Rights
The Company has entered into an exclusivity contract with various companies. The
exclusivity enables Pro Glass to be the only auto glass company to deliver
advertisements to patrons homes.
Accounts Receivable-Trade
Accounts receivable-trade consists of the following at December 31, 1999:
Accounts receivable 401,417
Allowance for doubtfid accounts 0
Total 401,417
Management considers accounts receivable as of December 3 1, 1999 to be fully
collectible.
Property and Equipment/Depreciation
Property and equipment are recorded at cost. Minor additions renewals are
expensed in the year incurred. Major additions and renewals are capitalized and
depreciated over their estimated useful lives. Depreciation is calculated using
straight-line and accelerated methods (five years for vehicles and equipment,
and seven years for office furniture). Total depreciation for the as of December
31, 1999 is $ 876.
Leases
The Company leases two locations under an operating lease that expires on
October 21, 2001 and March 3 1, 2002 (option renewal for a three year on both).
Rent expense as of December 3 1, 1999 was $ 7,275. The Company also leases a
vehicle under operating lease expiring through July 2000. Lease expense for the
vehicle as of December 3 1, 1999 was $ 2,40
Earnings Per Share
Earnings per share are provided in accordance with Statement of Financial
Accounting Standards No. 128 (FAS No. 128) Earnings Per Share. Due to the
Company's simple capital structure, with only common stock outstanding, only
basic earnings per share is presented. Basic earnings per share are computed by
dividing earnings available to common stockholders by the weighted average
number of common shares outstanding plus the weighted average of common stock to
be issued during the period
8
Pro Glass Technologies, Inc
(Formerly Ragen Corporation)
Notes to Financial Statements
For the Three Months Ended December 31, 1999
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided in accordance with Statement of Financial accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
NOTE 3. 1MCOME TAX BENEFIT
1998 Net Income / (Loss) (75,692)
Income tax benefit 13,923
1999 Tax benefits used (6,990)
1999 Tax benefit carry forward 6,933
12/99 Income tax benefit (first quarter) 6,554
Total Income Tax Benerit 13,487
NOTE 4. PROPERTY& EQUIPMENT
A summary of property and equipment, and the related depreciation expense is as
follows:
1999
Office Equipment $ 20,205
Automobile 3,793
Total Office Equip. & Automobile 23,998
Accumulated depreciation (8,412)
Net Property and Equipment 15,586
Depreciation Expense 13,487
9
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Notes to Financial Statements
For the Three Months Ended December 31, 1999
NOTE S. INVESTMENT IN SECURITIES
This represents the Company's acquisition of 150,000 shares of preferred stock
in Triad Industries, Inc. in exchange for for the FAA Enterprises, Inc. note
receivable.
NOTE 6. ACQUISITION OF BUSINESS
The acquisition of Pro Glass Technologies, Inc. was recorded as a purchase in
accordance with Accounting Principle Board Opinion No. 16 (APB No. 16) Business
Combinations. On October 21$ 1999 the Company entered into a reverse merger
whereby Ragen acquired 1000/a of the common stock of ProGlass Technologies,
Inc., (A Canadian Corporation) and its three wholly owned subsidiaries in
exchange for 17,714,000 shares of authorized, and issued common stock. Ragen
changed its name to Pro Glass Technologies, Inc.
NOTE 7. COMMON STOCK
As of September 30, 1999 there were 3,000,000 shares of common stock
outstanding. On October 21, 1999 the Company issued 17,714,000 shares of common
stock. On December 7, 1999 the Company issued 1,247,049 shares of common stock.
As of December 31, 1999 there were 21,961,049 shares of common stock
outstanding.
10
PRO GLASS TECHNOLOGIES, INC.
(Formerly Ragen Corporation)
FINANCIAL STATEMENTS
Years Ended September 30, 1999 and 1998
TABLE OF CONTENTS
Independent Auditor's Report
Audited Financial Statements :
Balance Sheets
Statements of Operations
Schedules of General & Administrative Expenses
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to Financial Statements
ARMANDO C. IBARRA
CERTIFIED PUBLIC ACCOUNTANIS
(A Professional Corporation)
ARMANDO C. IBARRA CRA.
ARMEND IBARRA JR., CPA
To the Board of Directors of
Pro Glass Technologies Inc.
(Formerly Ragen Corporation)
Bay 8, 3927 Edmonton Tr. N.E.
Calgary, Alberta T2E 6T I
We have audited the accompanying balance sheets of Pro Glass Technologies Inc.
(Formerly Ragen Corporation) as of September 30, 1999 and 1998, and the related
statements of operations, stockholders equity, and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of September 30,
1999 and 1998, and the results of its operations and its cash flows for the
years then ended; in accordance with generally accepted accounting principles.
Armando C. lbarra, CPA
Chula Vista, CA
February 29, 2000
350 E. Street, Chula Vista, CA 91910
Tel: (619) 422-1348 Fax: (619) 422-1465
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Balance Sheets
As of September 30, 1999 and 1998
ASSETS
Current Assets
Cash $ 35,439 138
Accounts Receivable 49,894 54,077
Other Receivable 261 0
Inventory 2,759 2,759
Due from FAA Enterprises, lTD 131,379 0
Earned discounts receivable 19,586 0
Prepaid Expense 4,689 0
Income tax benefit 6,933 13,923
Total Current Assets 250,940 70,897
Property & Equipumat
Office Furniture & Equipment - Net 15,496 19,446
Total Property & Equipment 15,496 19,446
Other Assets
Customer Lists 86,207 0
Advertising Rights 112,069 0
Investment in Subsidiary 0 25,557
Total Other Assets 198,276 25,557
Total Assets $464,712 $115,900
1ABILITIES & STOCKHOLDERS- EQUITY
Current Liabilities
Accounts payable 54,533 $ 83,756
Total Current Liabilities 54,533 83,756
Stockholders' Equity
Common stock, ($0.001 par
value, 50,000,000 shares
authorized 17,714,000 and
564,000 shares issued and
outstanding as of September
31, 1999 and 1998 respectively) 17,714 564
Additional paid-iii capital 431,751 93,349
Retained earnings (39,286) (61,769)
Total Stockholders' Equity 410,179 32,144
Total Liabilities &
Stockholders' Equity $ 464,712 $ 115,900
See Notes to the Financial Statements
2
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Statements of Operations
For the Twelve Months Ended September 30, 1999 and 1998
REVENUES
Sales $ 727,849 $ 337,901
Total Revenues 727,849 337,901
COSTS OF SALES
Glass & Moldings 310,245 185,438
Sub contractors 26,791 17,104
Total Costs of Sales 337,036 202,542
GROSS PROFff 390,813 135,359
GENERAL & ADMINISTRATIVE EXPENSES 368,594 211,051
Operating Income (Loss) 22,219 (75,692)
Other Income
Interest Income 7,241 0
Gain on currency conversion 12 0
Total Other Income 7,254 0
NET INCOME BEFORE INCOME TAXES 29,473 (75,692)
(PROVISION FOR INCOME TAXES) - BENEFIT (6,990) 13,923
NET INCOME / (LOSS) AFTER TAXES 22,483 $ (61,769)
BASICS EARNING (LOSS) PER SHARE $ 0.00 $ (1.33)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 16,009,699 46,356
See Notes to the Financial Statements
3
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Schedule of General and Administrative Expenses
For the Twelve Months Ended September 30, 1999 and 1998
GENERAL & ADMINISTRATIVE EXPENSES
Accounting $ 13,078 $ 0
Advertising 135,614 65,553
Automobile 1,887 0
Auto Lease 9,604 0
Bank Charges 5,672 4,461
Business Taxes 4,800 0
Claims Paid & Inspections 1,155 0
Courier 848 0
Consulting fees 13,733 18,155
Depreciation 4,253 3,283
Dues & Memberships 210 0
Equipment Rentals 1,850 0
Fax Lease 1,630 0
Gas Allowance 3,061 0
Insurance 848 2,461
Interest expense 73 0
Licenses, Fees 175 0
Management Fees 0 33,103
Meals & Entertainment 2,882 0
Merger & acquisition costs 46,798 0
Office Supplies 2,259 8,316
Professional fees 0 5,931
Rent 26,608 18,419
Repairs & Maintenance 2,679 1,235
Shop Supplies 3,206 0
Telephone 10,834 7,262
Travel 9,161 6,606
Utilities 7,091 0
Wages & Employee Benefits 56,242 36,266
WCB Expense 2,341 0
Total General & Administrative expenses $368,594 $211,051
See Notes to the Financial Statements
4
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Statement of Stockholder's Equity
For the Twelve Months Ended September 30, 1999 and 1998
Common Common Additional Retained Total
Shares Stock Paid-In Earnings
Amount Capital
Common shares issued
Septermber 1, 1998 564,000 $ 564 $ 93,350 $ - $ 657,914
Operating Income
September 30, 1999 - - - (61,769) (61,769)
Balance, September
30, 1998 564,000 564 93,349 (61,769) 32,144
Common shares issued
October 1, 1998 15,000,000 15,000 256,605 - 271,605
Common shares issued
March 31, 1999 1,010,000 1,010 48,990 - 50,000
Common shares issued
July 31, 1999 1,140,000 1,140 32,807 - 33,947
Operating Income
September 30, 1999 - - - 22,483 22,483
Balance, September
30, 1999 17,714,000 $17,714 $431,751 $ (39,286) $ 410,179
See Notes to the Fiancial Statements
5
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Statements of Cash Flows
For the Twelve Months Ended September 30, 1999 and 1998
CASH FLOWS FROM OPERATING ACIIVITIES
Net income 22,483 $(61,769)
Depreciation expense 4,253 3,283
(Increase) / decrease in accounts receivable 3,922 (54,077)
(Increase) in inventory 0 (2,759)
(Increase) in prepaid (4,689) 0
(Increase) in other assets (172,719) (25,557)
(increase) in note receivable (131,379) 0
(Increase) in provision for unearned discounts (19,586) 0
Increase / (decrease) in accounts payable (29,223) 83,756
(Increase) / decrease in income tax benefit 6,990 (13,923)
Nd Cask (usa* by operating activities (319,948) (71,046)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property & equipment (303) (22,729)
Net cash (used) by investing activities (303) (22,729)
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock 16,640 564
Additional paid in capital 338,912 93,349
Nd cask provided by financing activities 355,552 93,913
Nd increase (decrease) in cask 35,301 138
Cask at beginning o year 138 0
Cask at end of year 35,439 $ 138
Supplemental Cask Flow Disclosures
Cash paid during year for interest $ 73 $ 0
See Notes to the Financial Statements
6
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Notes to the Financial Statements
For the Years Ended September 30, 1999 and 1998
NOTE 1 OPERATIONS AND DESCRIPTIONS OF BUSINESS
Organization
The Company was originally incorporated in the state of Nevada on August 24,
1987 as Ragen Corporation. On August 24, 1996 the Company executed a forward
split of its outstanding stock 1,000 to I or 3,000,000 shares and restated the
par value of its common stock from $1.00 to $.001 per share increasing the
authorized shares from 25,000 to 25,000,000 share with the same total capital
value of $25,000. On October 21, 1999 the Company entered into a reverse merger
whereby Ragen acquired 100% of the common stock of ProGlass Technologies, Inc.,
(A Canadian Corporation) and its three wholly owned subsidiaries in exchange for
17,714,000 shares of authorized, and issued common stock. Ragen changed its name
to Pro Glass Technologies, Inc., on October 25, 1999 and increased the
authorized capital to 50,000,000 shares of $.001 par value common stock.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUTNING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure or contingent
assets and liabilities, and reported amounts of revenues and expenses. Actual
results could differ from those estimates.
Cash and Cash Equivalents
For the purposes of the statement of cash flows, the Company considers all
investments with a maturity of three months or less to be cash equivalents.
Inventory
Inventory is stated at the lower of cost (first-in, first-out) or net realizable
value, and consists of auto windshields and related materials. The company's
inventory is very consistent and not material.
Advertising Rights
The Company has entered into an exclusivity contract with various companies. The
exclusivity enables Pro Glass to be the only auto glass company to deliver
advertisements to patrons homes.
7
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Notes to the Financial Statements
For the Years Ended September 30, 1999 and 1998
N0TE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICLES(CONTINUED)
Basis of Accounting
The Company policy is to use the accrual method of accounting and to prepare and
present financial statements in accordance with generally accepted accounting
principles.
Accounts Receivable-Trade
Accounts receivable-trade consists of the following at September 30, 1999 and
1998:
1999 1998
Accounts receivable $49,894 $54,077
Allowance for doubtfid accounts 0 0
Total 49,894 54,077
Management considers accounts receivable as of September 30, 1999 to be fully
collectible. Property and Eguipment/Depreciation
Property and equipment are recorded at cost. Minor additions renewals are
expensed in the year incurred. Major additions and renewals are capitalized and
depreciated over their estimated useful fives. Depreciation is'calculated using
straight-line and accelerated methods for income tax purposes (five years for
vehicles and equipment, and seven years for office Runiture). Total depreciation
for the years ended 1999 and 1998 is $ 4,253 and $ 3,283 respectively.
Earnings Per Share
Earnings per share are provided in accordance with Statement of Financial
Accounting Standards No. 128 (FAS No. 128) Earnings Per Share. Due to the
Company's simple capital structure, with only common stock outstanding, only
basic earnings per share is presented. Basic earnings per share are computed by
dividing earnings available to common stockholders by the weighted average
number of common shares outstanding plus the weighted average of common stock to
be issued during the period
8
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Notes to the Financial Statements
For the Years Ended September 30, 1999 and 1998
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Leases
The Company leases two locations under an operating lease that expires on
October 21, 2001 and March 31, 2002 (option renewal for a three year on both).
Rent expense for 1999 was $ 26,608. The Company also leases a vehicle under
operating lease expiring through July 2000. Lease expense for the vehicle in
1999 was $ 9,604.
Income Taxes
Income taxes are provided in accordance with Statement of Financial accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
NOTE 3. FAA ENTERPRISES, LTD, RECEIVABLE
The amount of $ 131,379 due fom FAA Enterprises, Ltd. (a related party) is
determined by management to be fully collectable.
NOTE 4. PROPERYT & EQUIPAIENT
A summary of property and equipment, and the related depreciation expense is as
follows:
1999 1998
Office Equipment $ 19,238 $ 18,936
Automobile 3,793 3,793
Total Office Equip. & Automobile 23,031 22,729
Accumulated depreciation (7,536) (3,283)
Net Property and Equipment $ 15,496 $ 19,446
Depreciation Expense $ 4,253 $ 3,283
9
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Notes to the Financial Statements
For the Years Ended September 30, 1999 and 1998
NOTE 5. COMMON STOCK
On September 1, 1998 the Company issued 564,000 shares of common stock. As of
September 30, 1998 there were 564,000 shares of common stock outstanding. On
October 1, 1999 the Company issued 15,000,000 shares of common stock. On March
31, 1999 the Company issued 1,010,000 shares of common stock. On July 31, 1999
the Company issued 1,140,000 shares of common stock. As of September 30, 1999
there were 17,714,000 shares of common stock outstanding.
NOTE 6. SUBSEQUENT EVENT
In October, 1999 subsequent to the balance sheet date the Company entered into a
reverse merger whereby Ragen Corporation (a Nevada Corporation) acquired 100% of
the common stock of Pro Glass Technologies, Inc. (a Canadian Corporation) and
its wholly owned subsidiaries. Ragen Corporation subsequently changed its name
to Pro Glass Technologies, Inc.
In October, 1999 the Company received 150,000 shares of Triad Industries, Inc.
preferred stock in exchange for the $ 13 1,3 79 note receivable from FAA
Enterprises, Ltd.
NOTE 7. RVCOME TAXBENEFIT
1998 Net Income / (Loss) (75,692)
1998 Income tax benefit 13,923
1999 Tax benefits used (6,990)
1999 Tax benefit carry forward 6P933
NOTE SCEDULE OF NET OPERATING LOSSES
1998 Net Operating Loss $(75,692)
1999 Net Operating Income 29,473
Net Operating Loss $ (50,219)
As of September 30, 1999, the Company has net operating loss carryforwards of
approximately $ 50,219 which will expire through 2014.
ARMANDO C. 1BARRA
CERTIFIED PUBLIC ACCOUNTANTS
(A Professonal Corporation)
To the Board of Directors of
Pro Glass Technologies Inc.
(Formerly Ragen Corporation)
Bay 8, 3927 Edmonton Tr. N.E.
Calgary, Alberta T2E 6T I
We have prepared a pro forma financial statcmcnt using the historical
information of Pro Glass Technologies, Inc. and Ragen Corporation. In October
1999 the two Companies entered into a reverse merger whereby Ragen Corporation
acquired 1004/9 of the conunon stock of Pro Glass Technologies, Inc. (a Canadian
Corporation) and its wholly owned subsidiaries. Ragen Corporation subsequently
changed its name to Pro Glass Technologies, Inc. The included pro forma
statements are ba3od on historical information as of September 1999-year end of
both Companies. The pro forma shows how the hi3torical financial statements
might have been affected if the transaction would have been consummated at an
earlier time. Due to kagen Corporation being dormant no extraordinary
adjustments were required.
Armando C. Ibarra, CPA
October 4, 2000
350 E. Street, Chula Vista, CA 91910
Tel: (619) 422-1348 FaX: (619) 422-1465
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Pro Forma Statement of Income
As of September 30, 1999
Pro Glass Ragen Corp. Pro Forma
Tech, Inc.
Historical Historical
Sept 1999 Sept 1999 Sept 1999
REVENUES $ 727,949 $ 93 $ 727,942
COSTS OF SALES 337,036 0 337,036
GROSSPROFIT 390,813 93 390,906
GENERAL & ADMINISTRATIVE EXPENSES 368,394 603 369,197
Operating Income (Loss) 22,219 (510) 21,709
Total Other Income 7,254 0 7,254
NET INCOME BEFORE INCOME TAXES 29,473 (510) 28,963
(PROVISION FOR INCOME TAXES) (6,990) 0 (6,990)
NET INCOME / (LOSS) AFTER TAXES $ 22,493 $ (510) $ 21,973
BASIS EARNING (LOSS) PER SHARE $ 0.00 $ 0.00 $ 0.00
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 16,009,699 3,000,000 19,009,699
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Pro Forma. Balance Sheet
As of September 30, 1999
ASSETS
Pro Glass Ragen Corp Pro Forma
Technogies, Inc.
Historical Historical
Sept 1999 Sept 1999 Sept, 1999
Current Assets
Cash $ 35,439 $ 1,630 $ 37,069
Acoounts Receivable 50,155 0 50,155
Due ftom FAA Enterprises, Ltd 131,379 0 131,379
Current assets 33,967 0 33,967
Total Current Assets 250,940 1,630 252,570
Property & Equipment 15,496 0 15,496
Other Assets 199,276 200 199,476
Total Assets 464,712 1,830 466,542
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities $ 54,533 $ 1,749 $ 56,292
Stockholders' Equity
Common stock 17,714 3,000 20,714
Additional paid-in capital 431,751 0 431,751
Retained earnings (39,286) (2,919) (42,205)
Total Stockholders' Equity 410,179 91 410,260
Total Liabilities &
Stockholders' Equity $ 464,712 $ 1,830 $ 466,542
RAGEN CORPORATION
FINANCIAL STATEMENTS
Years Ended September 30, 1999 and 1998
TABLE OF CONTENTS
Independent Auditor's Report
Audited Financial Statements:
Balance Sheets
Statements of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to Financial Statements
ARMANDO c. IBARRA
CERTIFIED PUBLIC ACCOUNTANTS
(A Professional Corporation)
Armando C. Ibarra C.P.A.
Armando lbara, Jr., C.P.A.
To the Board of Directors of
Ragen Corporation
Bay 8, 3927 Edmonton Tr. N.E.
Calgary, Alberta T2E 6T1
We have audited the accompanying balance sheets of Ragen Corporation as of
September 30, 1999 and 1998, and the related statements of operations,
stockholders equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of
September 30, 1999 and 1998, and the results of its operations and its cash
flows for the years then ended, in accordance with generally accepted
accounting principles.
Armando C. lbarra, CPA
February 29, 2000
350 E Street, Chula Vista, CA 91910
Tel: (619) 422-1348 Fax: (619) 422-1465
Ragen Corporation
Balance Sheets
As of September 30, 1999 and 1998
1999 1998
ASSETS
Current Assets
Cash 1,630 $1,630
Total Current Assets 1,630 1,630
Property & Equipment
Office Furniture & Equipment - Net 0 0
Total Property & Equipment 0 0
Other Assets
Other assets 200 200
Total Other Assets 200 200
TOTAL ASSETS 1,830 $1,830
LIABILITIES & STOCKHOLDERS'EQUITY
Current Liabilities
Note payable $ 1,749 $ 1,749
Total Current Liabilities 1,749 1,749
Stockholders' Equity
Common stock, ($0.001 par value, 50,000,000 shares
authorized 3,000,000 shares issued and outstanding
as of September 30, 1999 & 1998 respectively) 3,000 3,000
Retained earnings (2,919) (2,919)
Total Stockholders' Equity 81 81
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY 1,830 $ 1,830
See Notes to the Financial Statements
2
Ragen Corporation
Statements of Operations
For the Twelve Months Ended September 30, 1999 and 1998
1999 1998
REVENUES
Sales $ 0 $ 93
Total Revenues 0 93
GROSS PROFIT 0 93
GENERAL & ADMINISTRATIVE EXPENSES
Annual reports 0 220
Bank Charges 0 164
Office Supplies 0 219
Total General & Administrative expenses 0 603
NET INCOME 0 (510)
BASIC EARNINGS (LOSS) PER SHARE $ 0 $ 0
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 3,000,000 3,000,000
See Notes to the Financial Statements
3
Ragen Corporation
Statements of Stockholder's Equity
For the Twelve Months Ended September 30, 1999 and 1998
Common Common Additional Retained Total
Stock Stock Paid-In Earnings
Amount Capital
Balance, September
30, 1997 3,000,000 $ 3,000 $ - $ (2,409) $ 591
Operating (Loss)
September 30, 1998 - - - (510) (510)
Balance, September
30, 1998 3,000,000 3,000 - (2,919) 81
Operating Income
September 30, 1999 - - - 0 0
Balance, September
30, 1999 3,000,000 $ 3,000 $ - $ (2,919) $ 81
See Notes to the Financial Statements
4
Ragen Corporation
Statements of Cash Flows
As of September 30, 1999 and 1998
1999 1998
CASH FLOWS FROM OPERATING ACTIVIES
Net income $ 0 $ (510)
Net Cash provided (used) by operating activities 0 (510)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used by Investing activities 0 0
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provkIed byfinancing activities 0 0
Net increase (decrease) in cash 0 (510)
Cask at beginning ofycar 1,630 2,140
Cask at end ofyear $ 1,630 $ 1,630
Supplentental Cash Flow Disclosures
Cash paid dunng year for interest 0 0
See Notes to the Financial Statements
5
Ragen Corporation
Notes to the Financial Statements
For the Years Ended September 30, 1999 and 1998
NOTE 1. OPERATIONS AND DESCRIPTION OF BUSINESS
Organization
The Company was originally incorporated in the state of Nevada on August
24, 1987 as Ragen Corporation. On August 24, 1996 the Company executed a
forward split of its outstanding stock 1,000 to I or 3,000,000 shares and
restated the par value of its common stock from $1.00 to $.001 per share
increasing the authorized shares from 25,000 to 25,000,000 share with the
same total capital value of $25,000. On October 21, 1999 the Company
entered into a reverse merger whereby Ragen acquired 100% of the common
stock of ProGlass Technologies, Inc., (A Canadian Corporation) and its
three wholly owned subsidiaries in exchange for 17,537,060 shares of
authorized, but unissued common stock. Ragen changed its name to Pro Glass
Technologies, Inc., on October 25, 1999 and increased the authorized
capital to 50,000,000 shares of $.001 par value common stock.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accountin
The Company policy is to use the accrual method of accounting and to
prepare and present financial statements in accordance with generally
accepted accounting principles.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates. In accordance with FASB 16 all adjustments are normal and
recurring.
Earnines Per Share
Earnings per share are provided in accordance with Statement of Financial
Accounting Standards No. 128 (FAS No. 128) Earnings Per Share. Due to the
Company's simple capital structure, with only common stock outstanding, only
basic earnings per share is presented. Basic earnings per share are computed by
dividing earnings available to common stockholders by the weighted average
number of common shares outstanding plus the weighted average of common stock to
be issued during the period
6
Ragen Corporation
Notes to the Financial Statements
For the Years Ended September 30, 1999 and 1998
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income taxes
Income taxes are provided in accordance with Statement of Financial
accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A
deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carryforwards.
Deferred tax expense (benefit) results from the net change during the year
of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion of all
of the deferred tax assets will be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates
on the date of enactment.
NOTE 3. INCOME TAX
The Company's total deferred tax asset at September 30, 1998 is as follows:
Net operating loss carryforward $510
Valuation allowance =0
$ -0-
The Company has a net operating loss caryforward of $5 10 which, if not
utilized, will completely expire in 2013.
NOTE 4. SUBSEQUENT EVENT
In October, 1999 subsequent to the balance sheet date the Company entered
into a reverse merger whereby Ragen acquired 1000/6 of the common stock of
Pro Glass Technologies, Inc. (a Canadian Corporation) and its wholly owned
subsidiaries. Ragen Corporation subsequently changed its name to Pro Glass
Technologies, Inc.
7
PART III
ITEM 1. Index to Exhibits
The following exhibits are filed with this Registration Statement.
Exhibit Number Exhibit Name
3.1 Article of Incorporation with Amendments
3.2 By-Laws of Registrant
0.1 Acquisition Agreements
27. Financial Data Schedule
2. Description of Exhibits
1. Pro Glass Technologies, Inc. Articles of Incorporation - Canada
2. Windshield Superstore, Ltd. Articles of Incorporation - Canada
3. Canada Auto Glass Warranty, Inc. Articles of Incorporation - Canada
4. Shatterprufe Industries, Inc. Articles of Incorporation - Canada
S-1
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934,
the registrant caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly organized.
PRO GLASS TECHNOLOGIES, INC.
(Registrant)
Date: October 2, 2000 By:/S/ Frank Aiello
Frank Aiello
President
