24
FORM 10-SB/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A
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: 000-31735
PRO GLASS TECHNOLOGIES, INC.
(Name of small business issuer in its charter)
NEVADA 88-0231200
(States of other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
# 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)
At September 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 September 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/A
TABLE OF CONTENTS
PAGE
PART I
ITEM 1. Description of Business . . . . . . . . . . . . . . 4
ITEM 2. Managements Discussion and Analysis or
Plan of Operation . . . . 8
ITEM 3. Description of Property . . . . . . . . . . . . . . 11
ITEM 4. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . 11
ITEM 5. Directors, Executive Officers, Promoters
and Control Persons . . . . . . . . . . . . . . 12
ITEM 6. Executive Compensation . . . . . . . . . . . . . 14
ITEM 7. Certain Relationships and Related Transactions . . . 15
ITEM 8. Description of Securities. . . . . . . . . . . . . . 15
PART II
ITEM 1. Market Price of and Dividends on Registrants Common Equity and
Other Shareholder Matters . . . . . . . . . 16
ITEM 2. Legal Proceedings . . . . . . . . . . . . . . . . . 19
ITEM 3. Changes in and Disagreements with Accountants . . . . 19
ITEM 4. Recent Sales of Unregistered Securities . . . . . . . 19
ITEM 5. Indemnification of Directors and Officers . . . . . . 21
PART F / S
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . 22-38
PART III
ITEM 1. Index to Exhibits . . . . . . . . . . . . . . . . . S-1
ITEM 2. Description of Exhibits . . . . . . . . . . . . . . S-1
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
FORM 10 SB/A
PART I
ITEM 1. Description of Business
Pro Glass Technologies, Inc., of Canada was incorporated December 15, 1997.
On February 10, 1998, Pro Glass acquired the business and business assets of the
Cal Alta Auto Glass Ltd. (Cal Alta) and commenced to operate the auto glass
business under Windshield Superstore Ltd. , from the two existing Calgary
locations. The location in North East Calgary located at Bay #8 3927 Edmonton
Trail NE., Calgary Canada T2E6T1 has been in operation since 1986 and the South
West Calgary location located at 9827 A Horton Road, SW Calgary Alberta T2V2X5
has been in operation for 9 years. Frank Aiello is a 100% owner of Cal Alta and
the President and CEO of Pro Glass Technologies, Inc.
The business of Pro Glass Technologies, Inc., since its inception has been
to operate its auto glass repair and replacement business from the two Calgary
locations, with an outlook to maintaining and improving its share of the
marketplace through continued advertising and customer service.
On December 15, 1997 Pro Glass Technologies, Inc., became the parent
holding company for the three subsidiaries Windshield Superstore, Ltd., Canada
Autoglass Warranty, Inc., and Shatterpruffe Industries. The subsidiaries were
acquired in a stock for stock transaction.
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 corporation 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, Canada, on December 15, 1997. 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. The subsidiaries were acquired on December 15, 1997 in a stock for stock
transaction.
The operating subsidiaries will comply with Canadian and Alberta
regulations. Pro Glass of Nevada will be the consolidated parent company of the
Canadian subsidiaries and will comply with US regulations. If Pro Glass starts
operations if glass shops in the US, the glass shops will operate in accordance
with US law as a subsidiary of Pro Glass Technologies, Inc.
There is an arrangement between Windshield Superstores, Ltd., a subsidiary
holding of Pro Glass Technologies, Inc., the US corporation where as Windshield
Superstore pays $6,000.00 a month as a management fee to Pro Glass Technologies,
Inc., the Canadian corporation. Included in this management contract are fees
for investor relations, accounting, and other professional fees.
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.
Pro Glass, a holding company, sells and installs auto windshields and auto
side and back glass through its subsidiary, Windshield Superstores, Ltd. In
addition, Windshield repairs small cracks in auto windshields and also provides
the customer service of obtaining flat glass, such as home glass and mirrors.
Windshield Superstore, Ltd., operates from two Calgary, Alberta locations.
Approximately 40% of annual sales are paid by customers auto insurance policies
with the balance being cash sales to customers.
Windshield Superstore, Ltd., purchases its windshields from PPG Canada,
Inc., a world leader in quality auto glass manufacturing.
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.
Windshield Superstore, Ltd., has been operating the two current locations
since December 4, 1997. A 2,500 square foot shop located at Bay #8, 3297
Edmonton Trail NW., Calgary, Alberta T2E6T1, and a 5,000 square foot shop
located at 9827 A Horton Road, SW Calgary, Alberta T2V2X5. A Horton Road a glass
outlet was there for eleven (11) years prior to Windshield Superstore, Ltd.
Edmonton Trail the glass outlet was there for approximately nine (9) months
prior to Windshield Superstore, Ltd.
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., (ie.
Windshield Superstores) 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. The location
in North East Calgary located at Bay #8 3927 Edmonton Trail NE., Calgary Canada
T2E6T1 has been in operation since 1986 and the South West Calgary location
located at 9827 A Horton Road, SW Calgary Alberta T2V2X5 has been in operation
for 9 years. Frank Aiello is a 100% owner of Cal Alta. Mr. Aiello is currently
the President of Pro Glass Technologies, Inc.
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.
The Company will only acquire auto glass shops that fit into the Companys
profile. The Companys acquisition profile is shops that are in areas that show
potential demographic and economic growth, however; the Company has not yet set
parameters to gauge this growth. The Company has just recently set up an
administrative office in British Columbia for this purpose.
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.
Currently the plans for an E-Commerce website have been put on hold. This
is due to the fact the Company is researching market viability for auto glass
sales and products over the internet. The Company has not compiled any material
to date for the online auto glass market place.
The Company does not manufacture auto glass, flat glass, or related
products.
As of June 30, 2000, it should be noted that Canadian Auto Glass Warranty,
Inc., is inactive. The Company is researching the marketing and competition of
this program versus traditional auto glass insurance. Pro Glass Technologies,
Inc., was developed an auto glass warranty product marketed under the subsidiary
Canada Auto Glass Warranty. Currently this product and subsidiary are inactive.
Canada Auto Glass Warranty was set up to provide low cost window replacement and
repair insurance at all Windshield Superstores. The warranty product would
require a monthly payment of approximately $10.00 for a client to be under the
warranty program. The client would sign up for this program on an annual basis.
If at anytime, during the year their windshield broke or was damaged the
windshield would be replaced at no cost.
Traditional auto insurance for automobile windows varies significantly
depending on the clients coverage. The client may or may not have glass
coverage. Sometimes even if the client has glass coverage their could be a
deductible. The average windshield costs for the consumer $375.00 to replace. So
it is possible the consumer could be paying for glass coverage in their auto
insurance and still have to pay for the deductible.
The competitive advantage the Company has is that the client can drop their
traditional auto glass insurance and now use the Canada Auto Glass Warranty
program. There is no deductible with Canada Auto Glass and the program could
possibly be more cost efficient for consumers with high glass coverage costs and
deductibles.
It should be noted that Mr. Aiello owned Cal Alta Auto Glass. He sold his
two shops to Pro Glass Technologies, Inc., of Canada. Mr. Aiello currently does
not run any auto glass shops of his own.
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% of the auto glass operations are ma/pa type. For our purposes Ma/pa type
is defined as auto glass operations that operate 1 shop and are not affiliated
with larger chains. 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 as 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.
The Company has heavy competition in the Calgary, Alberta area. In the
metropolitan Calgary area it is estimated that there are approximately 109 auto
glass shops. The main Calgary competitor is Crystal Glass, with 7 shops, Speedy
Glass, with 5 shops, and Apple Glass, with 3 shops. The rest of the market is
segregated into Companys owning only 1 or 2 shops in the greater Calgary,
Alberta area.
Currently, the Company has a good competitive position in the Calgary area.
This is due to the fact the Company has an exclusive right to be the only auto
glass company in the direct mailers that reach consumers in the greater Calgary,
Alberta area.
Research and Development
The Company has not allocated funds for conducting research and
development.
Patents and Trademarks
All auto glass and flat glass products handled have trademark protection by
their manufacturers. The Company does not manufacture auto glass, flat glass, or
related products.
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 services rendered.
Facilities
The Company has a office at 1905 South Eastern Avenue, Las Vegas, Nevada.
The Company maintains an administrative office at #300 369 Queens Way Ave.,
Kelowna, B.C. The administrative office is responsible for examining acquisition
parameters and performing diligence for possible future expansion into the
British Columbia auto glass market. As of June 30, 2000 the Company had not
complied any significant market data for the British Columbia area.
A 2,500 square foot shop is located at Bay #8, 3297 Edmonton Trail NE,
Calgary, Alberta T2E6T1 and a 5,000 square foot shop located at 9827 A Horton
Road, SW Calgary, Alberta T2V2X5.
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., of Canada was incorporated December 15, 1997.
On February 10, 1998, Pro Glass acquired the business and business assets of the
Cal Alta Auto Glass Ltd. (Cal Alta) and commenced to operate the auto glass
business under Windshield Superstore Ltd. , from the two existing Calgary
locations. Pro Glass shares were issued to Cal Alta to accomplish the purchase.
The location in North East Calgary located at Bay #8 3927 Edmonton Trail NE.,
Calgary Canada T2E6T1 has been in operation since 1986 and the South West
Calgary location located at 9827 A Horton Road, SW Calgary Alberta T2V2X5 has
been in operation for 9 years. Frank Aiello is a 100% owner of Cal Alta. Mr.
Aiello is currently the President of Pro Glass Technologies, Inc.
On December 15, 1997 Pro Glass Technologies, Inc., became the parent
holding company for the three subsidiaries Windshield Superstore, Ltd., Canada
Autoglass Warranty, Inc., and Shatterprufe Industries. The subsidiaries were
acquired in a stock for stock transaction.
The business of Pro Glass Technologies, Inc., since its inception has been
to operate its auto glass repair and replacement business from the two Calgary
locations, with an outlook to maintaining and improving its share of the
marketplace through continued advertising and customer service.
For the year ended September 30, 2000 the Company had sales of $800,173
compared to $703,587 for the same period ended September 30, 1999 with a net
loss of $(19,269) compared with a net income of $21,501 for the same period
respectively. Contributing to this loss was a $13,352 increase in filing fees
for the year of 2000 when compared to 1999. The increase is due to the fact that
the Company is now a publicly held entity and has quarterly filing fees, whereas
a private company does not have these fees. There was approximately $40,000
increase in the cost of sales, this is due to the increased revenues from
windshield installation.
There are seasonal impacts on the Companys operation; however, the timing
of the impact is hard to pin down but it has to due with the amount of snowfall
the Calgary area receives. The more snowfall received in the area, the more rock
and gravel which gets applied to the roadways. This induces more damage to the
windshields of vehicles due to the increased amount of gravel on the road.
As of September 30, 2000, in liquid assets the Company has $189,350 in cash
and approximately $65,000 in accounts receivable. Compared with $35,439 in cash
and $49,894 in accounts receivable as of September 30, 1999. The Company has not
yet secured any outside funding, or offerings in case external financing is
necessary. However, the Company feels its current cash position would be able to
fund the Company for at least 6 months if the Company had no revenues. However,
in managements opinion this is highly unlikely.
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. Just In Time inventory systems
are common in the auto glass industry. This is due to the fact that there are
hundreds of different types of glass due to car manufactures, but also due to
the ever changing body styles. A Just In Time inventory system does not affect
the Company in any material aspect.
The Company plans to acquire auto glass shops that fit into the Companys
profile. The Companys profile is shops that are in area that show potential
demographic and economic growth. However, the Company has not yet set parameters
to gauge this growth. The Company has just recently set up an administrative
office in British Columbia for this
purpose.
Mr. Aiello owned Cal Alta Auto Glass. He sold his two shops to Pro Glass
Technologies, Inc., of Canada. Mr. Aiello currently does not own or run.
The Company does have sufficient funding to operate the proposed E-Commerce
site. However, currently the plans for an E-Commerce website have been put on
hold. This is due to the fact the Company is researching market viability for
auto glass sales and products over the internet. The Company has not completed
any material data to date for the online auto glass market place.
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.
The Companys proposed glass distribution facility will require
approximately $3,500,000.00 in funding from the above mentioned possible outside
funding. The Company will then purchase approximately $2,000,000.00 in auto
glass from an auto glass supplier. This initial purchase will allow the Company
to achieve lower costs on the auto glass due to the large volume purchase, Once
this has occurred the average cost of the auto glass to the Company will be
approximately $80.00 per unit, instead of the current approximation of $130.00
per unit.
Net Operating Loss
The Company has accumulated approximately $39,286 of net operating losses
as of September 30, 1999. As of the 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, 2000 in the amount of $8,832.
Recent Accounting Pronouncements
The Financial Accounting Standards Board has issued Statement of Financial
Accounting (SFAS), No. 133, Accounting for Derivative Instruments. SFAS No.
133 provides a different method for accounting for derivative instruments
embedded in other contracts and hedging activities. Derivative instruments
represent rights or obligations that meet the definition of assets or
liabilities and should be reported in the financial statements. Fair value is
the most relevant measure for financial statements and the only relevant measure
for derivative instruments. Derivative instruments should be measured at fair
value and adjustments to the Companys derivative of hedging items should
reflect changes in their fair value that are attributable to the risk being
hedged and that arise while the hedge is in effect. SFAS. No. 133 is effective
for financial statements ending after June 15, 1999. SFAS No. 133 implementation
did not have a material effect on the financial statements.
The Financial Accounting Standards Board has also issued FINYY Accounting
for Certain Transactions involving Stock Compensation (an interpretation of APB
Opinion No. 25). APN No. 25 APB Opinion No. 25 APB Opinion No. 25, Accounting
for Stock Issued to Employees, was issued in October 1972. Since its issuance,
questions have been raised about its application and diversity in practice has
developed. During its consideration of the accounting for stock-based
compensation, which lead to the issuance of SFAS No. 123, Accounting for Stock
Based Compensation, the Board decided not to address practice issues related to
Opinion 25 because the Board had planned to supersede Opinion 25. However,
Statement 123 permits entities to continue applying Opinion 25 to stock
compensation involving employees. Consequently, questions remain about the
application of Opinion 25 in a number of different circumstances.
This Interpretation clarifies the application of Opinion 25 for only
certain issues. It does not address any issued related to the application of the
fair value method in Statement 123. The issues addressed herein were selected
after receiving input from members of both the FASB Emerging Issues Task Force
and the task force on stock compensation that assisted in the development of
Statement 123. Among other issues, this Interpretation clarifies (a) the
definition of employee for purposes of applying Opinion 25, (b) the criteria for
determining whether a plan qualified as a noncompensatory plan, (c ) the
accounting consequence of various modifications to the terms of a previously
fixed stock option or award, and (d) the accounting for an exchange of stock
compensation awards in a business combination.
APB No. 25 is effective for financial statements issued for periods ending
after July 1, 2000. The implementation of APB No. 25 did not have a material
affect on the financial statement.
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. Consumers are
putting off repairing cracks and chips that occurred in the icy conditions of
winter when gravel is applied to roadways. The consumers will wait until the
winter thaws out so roads can be cleared of the gravel so they do not have to
bring in their vehicles multiple times during the winter months. Pro Glass
Technologies, Inc., anticipates results comparative to the fourth quarter of
1999.
Liquidity and Capital Resources
As of September 30, 2000, in liquid assets the Company has $189,350 in cash
and approximately $65,000 in accounts receivable. Compared with $35,439 in cash
and $49,894 in accounts receivable as of September 30, 1999. The Company has not
yet secured any outside funding, or offerings in case external financing is
necessary. However, the Company feels its current cash position would be able to
fund the Company for at least 6 months if the Company had no revenues. However,
in managements opinion this is highly unlikely.
For the year ending September 30, 2000 the Company had revenues of $800,173
compared to $703,587 for the year ended September 30, 1999.
ITEM 3. Description of Property
Pro Glass Technologies, Inc., and its subsidiary, Windshield Superstore,
Ltd., lease a 1200 square foot administrative 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. There is a 5000
square foot shop located at 9827 A Horton Road, SW., Calgary T2V2X5.
The Company keeps approximately $2,500.00 in inventory on hand in each
Windshield Superstore location. There are work bays, however; there are no
garages for the customers to keep their vehicles.
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 September 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. Cal Alta is now a holding company owned 100% by Frank Aiello.
Other owners of more than 5%.
Triad Industries, Inc. 1,500,000 7%
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
Omkar Nath Channan 69 Director
Site 18 Box 31 SS1
Calgary, Alberta T2M4N3
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 been the Owner and President of FAA Enterprise Ltd., a
private corporation (holding company) since 1995 to present. Commencing February
1998, Mr. Aiello is also the Manager and President of Pro Glass Technologies,
Inc., a public corporation which owns and operates two automobile glass
replacement and repair locations in Calgary, Alberta. In 1995 through February
1998 he was the Owner/manager and President of Cal Alta Auto Glass Ltd., a
private corporation which owned and operated two automobile glass replacement
and repair locations in Calgary, Alberta. Currently Mr. Aiello is the Owner and
President of Cal Alta Auto Glass Ltd.
Fred DaSilva
123 Sanderling Pl. N.W.
Calgary, Alberta T3K3A8 Secretary/Director
Mr. DaSilva, 37, served on the board of directors from October 1998 through
June 2000. During this time Mr. DaSilva was also a consult to the Company and
was responsible for the business development. He was also the architect of the
Canadian Autoglass Warranty, Inc. From February 1995 through September 1998 Mr.
DaSilva was a consultant to Maddison Investment Corporation. He arranged the
financing for start up companies and the business development with the view of
going public.
Peter E. von Sass
15812 75th Ave. N.W.
Edmonton, Alberta T5R5X8 Vice President/Director
Mr. von Sass, 69, has been serving on the board commencing October 1999.
From March 1999 until June 2000 Mr. von Sass served as Vice President and
Director of Pro Glass Technologies, Inc. He assisted the Company in sourcing and
structuring of private and public financing and strategic planning. Mr. von Sass
was the Chairman, CEO and director of Alusil International, Inc. from December
1996 until June 2000. Mr. von Sass assisted the company in sourcing of
financing, product testing, strategic planning, and international market
development. Mr. von Sass was the Chairman, CEO and director of ECG Empire
Capital Group, Inc., from June 1995 until June 2000. Mr. von Sass was
responsible for assisting corporation in structuring and sourcing of private and
public financing. He was also responsible for the analysis, planning and
improvement of corporate operating performance and strategy, At time, Mr. von
Sass assumed the position of management in client companies.
Omkar Nath Channan
Site 18 Box 31 SS1
Calgary, Alberta T2M4N3 Director
Mr Channan, 69, has been serving on the board commencing October 1999. From
June 1996 until June 2000, Mr. Channan was the Founding World President and
Governor of The Workd Organization of Building Officals. He was also the
President of the Calgary Julpar Development Foundation. Mr. Channan was also the
President of the United Nations Association in Canada Calgary Branch and a
member of the International Business Committee of the Calgary Chamber of
Commerce.
Michael Kelleher
32621 Guevara Drive
Temecula, CA 92592 Treasurer/Director
Mr. Kelleher, 26, has been serving on the board commencing October 1999.
Mr. Kelleher received his B.S. degree in Accounting from San Diego State
University in June of 1997. Commencing February 1997 to current Mr. Kelleher has
served as the Secretary/Treasurer of RB Capital & Equities, Inc., a corporation
in the financial service field. From 1997 to current Mr. Kelleher has served as
the President of Escondido Capital, Inc., an investment corporation. Since March
of 1999, Mr. Kelleher has also served as the Chief Financial Officer and as a
director of Triad Industries, Inc., a publicly traded company. Mr. Kelleher also
serves as a financial consultant to a number of private clients.
Gary DeGano
818 Nantasket Court.
San Diego, CA 92109 Director
Mr. DeGano, 60, has been serving on the board commencing October 1999. Mr.
DeGano is currently 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 serves as President and manger
of Miramar Road Associates, LLC., which owns and operates a 51,000 square foot
office facility in San Diego, CA. Mr. DeGano has served as its President and
manager since 1999. Currently, serves on the Board of California Electric
Automobile Company, a private company. From 1996 to the present Mr. DeGano has
worked for RB Capital and Equities, Inc. Mr. DeGano has served over twenty six
years in the mortgage brokers and the general real estate sales community.
Directly responsible for developing programs for loan processing, quality
control systems, loan servicing and foreclosures as well as warehousing lines of
credit. Mr. DeGano was the President and CEO of Sun Harbor Financial Resources,
a publicly held holding company that owned a mortgage banking firm and directed
real estate escrow transactions from 1985 to 1994. He attended Ohio State
University obtaining a FNMA underwriter designation.
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 shares of common stock 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.
There is an arrangement between Windshield Superstores, Ltd., a subsidiary
holding of Pro Glass Technologies, Inc., the US corporation, pays $6,000.00 a
month as a management fee to Pro Glass Technologies, Inc., of Canada. Included
in this management contract are fees for investor relations, accounting, and
other professional fees.
FAA Enterprises, Inc., exchanged 150,000 shares of Triad Industries, Inc.,
preferred stock with Pro Glass Technologies, Inc., to retire a debt in the
amount of $150,000.00. Mr. Aiello is the owner of FAA Enterprises, Inc.
As of June 30, 2000 there have been no contracts or defined terms to any
promoters for stock, cash, or any other payment terms.
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
shares of common issued and outstanding. As of September 30, 2000 there were
22,692,449 shares of common stock 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-seven (87) 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 September 30, 2000 there were 87 holders respectfully of record of
the Companys Common Stock. Because the Company does not presently trade, no
trading history is presented herein.
On October 25, 1999 the Company increased the authorized capital to
50,000,000 of $.001 par value stock.
The shares of Ragen Corporation (the acquired due to the reverse merger)
were all issued for cash at $1.00 per share. The shares were issued to the
following: #1 Barbara J. Skipworth (1,000), #2 Donald R. Skipworth, Living Trust
(1,000), and #3 Terry Pantelakis (1,000). Certificate #1 was cancelled and
reissued to the following: #4 Donner Investment Corporation (400), #5 Escondido
Capital Corporation (300), #6 Combined Communications Corp. (200) and #7 Barbara
J. Skipworth (100). Certificate #2 was cancelled and reissued to the following:
#8 Trans Caribe Investors, Inc. (300), #9 Pembridge Securities, Ltd. (300), #10
Robert Bryson (300), and #11 Donald R. Skipworth, Living Trust. Certificate #3
was cancelled and reissued to the following: #12 Terry Pantelakis (200), #13 AAA
Jewelry, Inc. (200), #14 Antal Markus (200), #15 Global Investment Network, Inc.
(200), and #16 Mike Callister (200). These shares were issued pursuant to 4(2)
and are 144K qualified. On August 24, 1996 Ragen Corporation forward split the
stock on a 3,000 to 1 basis. At this time stock certificates #4 through 16 were
canceled and reissued to the following: #17 Donner Investment Corporation
(400,000), #18 Escondido Capital Corporation (300,000), #19 Combined
Communication (200,000), #20 Barbara J. Skipworth (100,000), #21 Trans Caribe
Investors, Inc. (300,000), #22 Pembridge Securities, Inc. (300,000), #23 Robert
Bryson (300,000), #24 Donald R. Skipworth, Living Trust (100,000), #25 Terry
Pantelakis (200,000), #26 AAA Jewelry, Inc. (200,000), #27Antal Markus
(200,000), #28 Global Investment Network, Inc. (200,000) and #29 Mike Callister
(200,000) These certificates were originally issued from 1987 to 1997. These
certificates were reissued in the acquired company (due to reverse merger) and
bear a restrictive 144 legend.
On September 1, 1998, 564,000 shares of common stock were issued for cash
at $.167 per share to the following: Megaplex Investment Corp. (20,000), Fulton
How (20,000), Troy Layton (20,000), Bridgette Abubakari (24,000), James King
(40,000), Al-Karim Jiuraj (20,000), Brent Hobson (20,000), Lane Carrington
(20,000), Alex Michaud (40,000), David Iwanicka (20,000), Robert Michaud
(40,000), Delores Michaud (20,000), Brian Wilson (20,000), Jack Hampton
(20,000), Jeanette Iwanicka (20,000), Brent Innes (40,000), James Mones
(20,000), Darrell & Carol Brown (20,000), GD Smith Enterprises, Ltd (20,000),
Jarrod Food Brokers (20,000) and James Ling (40,000). Total consideration
received for the shares was $93,914. All these certificates bear a restrictive
144 legend. These shares were issued under Canadian exemption Section 107(1)(p)
and (z).
On October 1, 1998 15,000,000 shares of common stock were issued to Frank
Aiello for all the assets subject to liabilities of Cal Alta Auto Glass. The
shares were issued at $.02 per share for total consideration of $271,605. All
these certificates bear a restrictive 144 legend.
On March 31, 1999 1,010,000 shares of common stock were issued for cash at
$.068 per share to the following: Diane Wilson (50,000), Alex Michaud (50,000),
Travis Peckham (50,000) Tom Desmarias (50,000), Ralph Ostenberg (50,000), Tom
Trent (50,000), Larry Patriquin (50,000), 647583 Alberta, Ltd. (50,000),
Margaret Labrie (50,000), Jack Hampton (50,000), Roseland Development (100,000),
Dwayne Thiessen (100,000) Norman Blair (50,000), Zoltan nagy (10,000), Michael
Hackney (50,000), Peter von Sass (50,000), Karen Morrison (10,000), Mark Waslen
(60,000), Biri Nikhanj (50,000), and Garald Walsen (30,000). All these
certificates bear a restrictive 144 legend.
On July 31, 1999 1,140,000 shares of common stock were issued for cash at
$.068 per share to the following: Kelly Bley (50,000), Ed Lukowich (100,000),
Rosealta Mortgage (Bob Cameron)(100,000), Larry Kincade (100,000), Mason Graff
(20,000), Louie Costa (30,000), Daryl Birnie (50,000), Robert Wolff (50,000),
Randy James (50,000), gerald van Bruggen (150,000), Mark Nedrow (25,000), Rick
Brnum (25,000), Peter von Sass (50,000), Eco Rite Associates (50,000), 352649
Alberta Ltd. (25,000), Rosealta Mortgage Corp. (100,000). Gerald van Bruggen
(25,000), Rudy De Leon (15,000) Dwayne Thiessen (50,000). Peter von Sass
(50,000), and Kelly Bley (25,000). Total consideration received for the shares
was $77,520. All these certificates bear a restrictive 144 legend.
In October 1999, 17,714,000 shares of common stock of Ragen, Inc., were
issued for the recapitalization in exchange for all the issued and outstanding
shares of Pro Glass Technologies, Inc., of Canada. All these certificates bear a
restrictive 144 legend.
On December 7, 1999 1,247,049 shares of common stock were issued for
services rendered at $.10 per share. The shares were issued to: RB Capital and
Equities, Inc. (368,892), Triad Industries, Inc. (368,892), William Daniels
(309,265), Gary DeGano (100,000) and Michael Kelleher (100,000) for a total
consideration of $123,706 in lieu of services rendered. All these certificates
bear a restrictive 144 legend.
On January 11, 2000 350,000 shares of common stock were issued for services
rendered at $.11 per share. These shares were issued to: Peter von Sass
(150,000), Omkar Nath Channan (100,000), and Fred DaSilva (100,000) for total
consideration of $37,180 in lieu of services rendered. All these certificates
bear a restrictive 144 legend.
On April 3, 2000 250,000 shares of common stock were issued for cash at
$.27 per share. These shares were issued to Terry Puskas for total cash
consideration of $67,500. These shares were issued under Section 4(2) as
restricted securities and bear a restrictive legend.
On April 10, 2000 121,400 shares of common stock were issued for cash at
$.34 per share. These shares were issued to Johannes Schwartlander (100,000),
Sheldon Yakiwchuk (10,000), and Cornelia Goodwin (11,400) for total
consideration of $41,292. These shares were issued under Section 4(2) as
restricted securities and bear a restrictive legend.
On June 14, 2000 10,000 shares of common stock were issued at $.34 per
share. These shares were issued to Orchid Paradise for total consideration of
$3,400. These shares were issued under Section 4(2) as restricted securities and
bear a restrictive legend.
As of September 30, 2000 the Company has issued and outstanding 22,692,449
shares of common stock.
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
The shares of Ragen Corporation (the acquired due to the reverse merger)
were all issued for cash at $1.00 per share. The shares were issued to the
following: #1 Barbara J. Skipworth (1,000), #2 Donald R. Skipworth, Living Trust
(1,000), and #3 Terry Pantelakis (1,000). Certificate #1 was cancelled and
reissued to the following: #4 Donner Investment Corporation (400), #5 Escondido
Capital Corporation (300), #6 Combined Communications Corp. (200) and #7 Barbara
J. Skipworth (100). Certificate #2 was cancelled and reissued to the following:
#8 Trans Caribe Investors, Inc. (300), #9 Pembridge Securities, Ltd. (300), #10
Robert Bryson (300), and #11 Donald R. Skipworth, Living Trust. Certificate #3
was cancelled and reissued to the following: #12 Terry Pantelakis (200), #13 AAA
Jewelry, Inc. (200), #14 Antal Markus (200), #15 Global Investment Network, Inc.
(200), and #16 Mike Callister (200). These shares were issued pursuant to 4(2)
and are 144K qualified. On August 24, 1996 Ragen Corporation forward split the
stock on a 3,000 to 1 basis. At this time stock certificates #4 through 16 were
canceled and reissued to the following: #17 Donner Investment Corporation
(400,000), #18 Escondido Capital Corporation (300,000), #19 Combined
Communication (200,000), #20 Barbara J. Skipworth (100,000), #21 Trans Caribe
Investors, Inc. (300,000), #22 Pembridge Securities, Inc. (300,000), #23 Robert
Bryson (300,000), #24 Donald R. Skipworth, Living Trust (100,000), #25 Terry
Pantelakis (200,000), #26 AAA Jewelry, Inc. (200,000), #27Antal Markus
(200,000), #28 Global Investment Network, Inc. (200,000) and #29 Mike Callister
(200,000) These certificates were originally issued from 1987 to 1997. These
certificates were reissued in the acquired company (due to reverse merger) and
bear a restrictive 144 legend.
On September 1, 1998, 564,000 shares of common stock were issued for cash
at $.167 per share to the following: Megaplex Investment Corp. (20,000), Fulton
How (20,000), Troy Layton (20,000), Bridgette Abubakari (24,000), James King
(40,000), Al-Karim Jiuraj (20,000), Brent Hobson (20,000), Lane Carrington
(20,000), Alex Michaud (40,000), David Iwanicka (20,000), Robert Michaud
(40,000), Delores Michaud (20,000), Brian Wilson (20,000), Jack Hampton
(20,000), Jeanette Iwanicka (20,000), Brent Innes (40,000), James Mones
(20,000), Darrell & Carol Brown (20,000), GD Smith Enterprises, Ltd (20,000),
Jarrod Food Brokers (20,000) and James Ling (40,000). Total consideration
received for the shares was $93,914. All these certificates bear a restrictive
144 legend. These shares were issued under Canadian exemption Section 107(1)(p)
and (z).
On October 1, 1998 15,000,000 shares of common stock were issued to Frank
Aiello for all the assets subject to liabilities of Cal Alta Auto Glass. The
shares were issued at $.02 per share for total consideration of $271,605. All
these certificates bear a restrictive 144 legend.
On March 31, 1999 1,010,000 shares of common stock were issued for cash at
$.068 per share to the following: Diane Wilson (50,000), Alex Michaud (50,000),
Travis Peckham (50,000) Tom Desmarias (50,000), Ralph Ostenberg (50,000), Tom
Trent (50,000), Larry Patriquin (50,000), 647583 Alberta, Ltd. (50,000),
Margaret Labrie (50,000), Jack Hampton (50,000), Roseland Development (100,000),
Dwayne Thiessen (100,000) Norman Blair (50,000), Zoltan nagy (10,000), Michael
Hackney (50,000), Peter von Sass (50,000), Karen Morrison (10,000), Mark Waslen
(60,000), Biri Nikhanj (50,000), and Garald Walsen (30,000). All these
certificates bear a restrictive 144 legend.
On July 31, 1999 1,140,000 shares of common stock were issued for cash at
$.068 per share to the following: Kelly Bley (50,000), Ed Lukowich (100,000),
Rosealta Mortgage (Bob Cameron)(100,000), Larry Kincade (100,000), Mason Graff
(20,000), Louie Costa (30,000), Daryl Birnie (50,000), Robert Wolff (50,000),
Randy James (50,000), gerald van Bruggen (150,000), Mark Nedrow (25,000), Rick
Brnum (25,000), Peter von Sass (50,000), Eco Rite Associates (50,000), 352649
Alberta Ltd. (25,000), Rosealta Mortgage Corp. (100,000). Gerald van Bruggen
(25,000), Rudy De Leon (15,000) Dwayne Thiessen (50,000). Peter von Sass
(50,000), and Kelly Bley (25,000). Total consideration received for the shares
was $77,520. All these certificates bear a restrictive 144 legend.
In October 1999, 17,714,000 shares of common stock of Ragen, Inc., were
issued for the recapitalization in exchange for all the issued and outstanding
shares of Pro Glass Technologies, Inc., of Canada. All these certificates bear a
restrictive 144 legend.
On December 7, 1999 1,247,049 shares of common stock were issued for
services rendered at $.10 per share. The shares were issued to: RB Capital and
Equities, Inc. (368,892), Triad Industries, Inc. (368,892), William Daniels
(309,265), Gary DeGano (100,000) and Michael Kelleher (100,000) for a total
consideration of $123,706 in lieu of services rendered. All these certificates
bear a restrictive 144 legend.
On January 11, 2000 350,000 shares of common stock were issued for services
rendered at $.11 per share. These shares were issued to: Peter von Sass
(150,000), Omkar Nath Channan (100,000), and Fred DaSilva (100,000) for total
consideration of $37,180 in lieu of services rendered. All these certificates
bear a restrictive 144 legend.
On April 3, 2000 250,000 shares of common stock were issued for cash at
$.27 per share. These shares were issued to Terry Puskas for total cash
consideration of $67,500. These shares were issued under Section 4(2) as
restricted securities and bear a restrictive legend.
On April 10, 2000 121,400 shares of common stock were issued for cash at
$.34 per share. These shares were issued to Johannes Schwartlander (100,000),
Sheldon Yakiwchuk (10,000), and Cornelia Goodwin (11,400) for total
consideration of $41,292. These shares were issued under Section 4(2) as
restricted securities and bear a restrictive legend.
On June 14, 2000 10,000 shares of common stock were issued at $.34 per
share. These shares were issued to Orchid Paradise for total consideration of
$3,400. These shares were issued under Section 4(2) as restricted securities and
bear a restrictive legend.
As of September 30, 2000 the Company has issued and outstanding 22,692,449
shares of common stock.
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 judgement, 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 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.
PRO GLASS TECHNOLOGIES, INC.
(Formerly Pro Glass Technologies, Inc. Canada)
FINANCIAL STATEMENTS
Years Ended September 30, 2000 and 1999
TABLE OF CONTENTS
No.
Independent Auditors Report 1
Audited Financial Statements :
Balance Sheets 2
Statements of Operations 3
Statements of Stockholders Equity 4
Statements of Cash Flows 5
Notes to Financial Statements 6 - 11
350 E Street, Chula Vista, CA 91910
Tel (619)422-1348 Fax: (619)422-1465
ARMANDO C. IBADDA
CERTIFIED PUBLIC ACCOUNTANTS
(A Professional Corporation)
To the Board of Directors of
Pro Glass Technologies, Inc.
(Formerly Ragen Corporation)
Bay 8, 3927 Edmonton Trail NE
Calgary, Alberta T2e6T1
We have aduited the accompanying balance sheets of Pro Glass Technolgies, Inc.
(formerly Pro Glass Technologies, Inc. Canada) as os September 30, 2000 and
1999, and the related statements of operations, stockholders equity, and cahd
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 have conducted our audit in accordance with generally accepted auditing
standards. Thos standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of amterial
misstatement. An audit includes examining, in a test basis, evidence supporting
the amopunts and disclosures in the financial statements, An audit also includes
assessing the accouting 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 fianancial position of the Company as of September
30, 2000 and 1999, and the results of its operations and its cash flows for the
years then ended, in accordance with generally accepted accoutning principles.
Armando C. Ibarra
December 7, 2000
Pro Glass Technologies, Inc
(Formerly Pro Glass Technologies, Inc. Canada)
Balance Sheets
As of September 30, 2000 and 1999
ASSETS
2000 1999
Current Assets
Cash $154,423 $ 35,439
Accounts receivable 64,815 49,894
Other receivable 1,049 261
Due from FAA enterprises, ltd 0 131,379
Due from Cal Alta 131,470 62,253
Inventory 2,667 2,759
Earned discounts receivable 23,733 19,586
Prepaid expense 6,719 4,689
Income tax benefit 25,958 17,123
Total Current Assets 560,834 323,383
Net Property & Equipment 14,547 15,496
Other Assets
Customer lists 83,333 86,207
Advertising rights 108,333 112,069
Investment 150,000 0
Total Other Assets 341,66 198,276
TOTAL ASSETS $767,047 $537,155
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 53,422 $ 54,533
GST payable 4,242 0
Note payable 18,621 0
Salary payable 40,000 0
Total Current Liabilities 116,5258 54,533
Stockholders' Equity
Common stock, ($0.001 par value,
50,000,000 shares authorized;
22,692,449 and 17,714,000 shares
issued and outstanding as of
September 30, 2000 and 1999,
respectively) 22,692 17,714
Additional paid-in capital 714,540 534,004
Retained earnings (deficit) (88,014) (68,745)
Foreign currency translation adjustment 1,544 (351)
Total Stockholders' Equity 650,762 482,622
TOTAL LIABILITIES
& STOCKHOLDERS' EQUITY $ 767,047 $ 537,155
Pro Glass Technologies, Inc
(Formerly PRo Glass Technoloiges, Inc. Canada)
Statement of Operations
For the Twelve Months Ended September 30,2000 and 1999
2000 1999
---------------- --------------
REVENUES
Sales $ 800,173 $ 703,587
-----------------------------------
Total Revenues 800,173 703,587
COSTS OF SALES
Glass & moldings 330,005 299,904
Sub contractors 34,376 25,898
-----------------------------------
Total Costs of Sales 364,381 325,801
GROSS PROFIT 435,792 377,786
GENERAL & ADMINISTRATIVE EXPENSES 466,233 394,902
-----------------------------------
Operating Income (Loss) (30,441) (17,116)
Other Income / (Expenses)
Interest income 2,381 7,000
Interest expense (41) (72)
Gain on currency conversion 0 12
-----------------------------------
Total Other Income 2,340 6,940
NET INCOME BEFORE INCOME TAXES (28,101) (10,176)
(PROVISION FOR INCOME TAXES) - BENEFIT $ 8,832 $ 3,200
-----------------------------------
NET INCOME / (LOSS) $ (19,269) $ (6,976)
===================================
BASIS EARNING (LOSS) PER SHARE $ (0.001) $ (0.001)
===================================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 21,999,330 18,702,795
Pro Glass Technologies, Inc.
(Formerly Pro Glass Technologies, Inc Canada)
Statement of Stockholders Equity
For the Twelve Months Ended September 30, 2000 and 1999
Common Common
Shares Stock
Amount
Common shares issued September 1, 1998
for cash @ $.167 per share $ 564,000 $ 564
Operating loss September 30, 1998
Balance, September 30, 1998
564,000 564
Common shares issued October 1, 1998
to F. Aiello @ $ .02 a share 15,000,000 15,000
Common shares issued March 31, 1999
for cash @ $ .068 a share 1,010
1,010,000
Common shares issued July 31, 1999
for cash @ $ .068 a share 1,140,000
Contributed capital for services (note 8)
Foreign currency translation adjustment
Operating Income September 30, 1999
Balance, September 30, 1999 17,714,000 $ 17,714
Recapitalization (note 1) 3,000,000 3,000
Common shares issued December 7, 1999
for services rendered @ $ .10 a share 1,247,049 1,247
Common Shares issued January 11, 2000
for services rendered @ $ .11 a share 350,000 350
Common Shares issued April 3, 2000 250,000 250
for cash @ $ .27 a share
Common Shares issued April 10, 2000 121,400 121
for cash @ $ .34 a share
Common Shares issued June 14, 2000
for cash @ $ .34 a share 10,000 10
Foreign currency translation adjustment
Operating loss September 30, 2000
Balance, September 30, 2000 22,692,449 $ 22,692
Additional Retained
Paid in Earnings
Capital (Deficit) Total
Common shares issued September 1, 1998
for cash @ $.167 per share $ 93,350 $ - $ 93,914
Operating loss September 30, 1998 0 (61,769) (61,769)
Balance, September 30, 1998 93,349 (61,769) 32,144
Common shares issued October 1, 1998
to F. Aiello @ $ .02 a share 256,605 0 271,605
Common shares issued March 31, 1999
for cash @ $ .068 a share 67,670 0 68,680
Common shares issued July 31, 1999
for cash @ $ .068 a share 76,380 0 77,520
Contributed capital for services (note 8) 40,000 0 40,000
Foreign currency translation adjustment 0 0 (351)
Operating Income September 30, 1999 0 (6,976) (6,976)
Balance, September 30, 1999 $ 534,004 $ (68,745) $ 482,622
Recapitalization (note 1) (90,564) 0 (87,564)
Common shares issued December 7, 1999
for services rendered @ $ .10 a share 122,459 0 123,706
Common Shares issued January 11, 2000
for services rendered @ $ .11 a share 36,830 0 37,180
Common Shares issued April 3, 2000
for cash @ $ .27 a share 67,250 0 67,500
Common Shares issued April 10, 2000
for cash @ $ .34 a share 41,171 0 41,292
Shares issued June 14, 2000
for cash @ $ .34 a share 3,390 0 3,400
Foreign currency translation adjustment 0 0 1,895
Operating loss September 30, 2000 0 (19,269) (19,269)
Balance, September 30, 2000 $ 714,540 $ (88,014) $ 650,762
2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net income / (loss) $ (19,269) $ (6,976)
Depreciation expense 3,716 4,111
(Increase) / decrease in accounts receivable (16,030) 3,791
Decrease in inventory 94 0
(Increase) in prepaid (2,071) (4,533)
Decrease / (increase) in other assets 6,745 (166,962)
(Increase) in provision for unearned discounts (4,232) (18,933)
(Decrease) in accounts payable (1,134) 0
Increase / (decrease) in payables 45,145 (28,249)
Decrease / (increase) in note receivables 63,431 (187,178)
(Increase) in income tax benefit (8,835) (3,200)
Common stock issued for services 160,886 0
Net cash (used) / provided by
operating activities 228,446 (408,128)
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) in investments (150,000) 0
Common stock issued for acquisition
of Pro Glass Canada 0 271,605
Acquisition of property & equipment (2,750) (293)
Net cash (used) by investing activities (152,750) 271,312
CASH FLOWS FROM FINANCING ACTIVITIES
Recapitalization (87,564) 0
Common stock issued for cash 381 2,150
Additional paid-in capital 111,811 184,050
Net cash provided by financing activities 24,628 186,200
Effect of Exchange rate changes on Cash 18,660 (14,083)
Net increase in cash 118,984 35,301
Cash at beginning of year 35,439 138
Cash at end of year $ 154,423 $ 35,439
Supplemental Cash Flow Disclosures
Cash paid during year for interest $ 41 $ 72
Supplemental Schedule of
Non-Cash Investing & Financing Activities
Common Stock issued in purchase
of Pro Glass Canada $ 0 $ 15,000,000
Investment in securities
received for a note receivable $ 0 $ 150,000
Pro Glass Technologies, Inc
(Formerly Pro Glass Technologies, Inc Canada)
Notes to Financial Statement
For the Years Ended September 30,2000 and 1999
NOTE 1. OPERATIONS AND DESCRIPTION OF BUSINESS
Organization
Pro Glass Technologies, Inc. was incorporated in Canada on December 15, 1997. On
October 21, 1999 the Company entered into a recapitalization with Regan
Corporation (a Nevada Corporation). Ragen changed its name to Pro Glass
Technologies, Inc., on October 25, 1999 and increased the authorized shares to
50,000,000 of $.001 par value common stock.
On October 21, 1999. Ragen Corporation and Pro Glass Technologies, Inc.
completed an Agreement and Plan of Merger whereby Ragen issued 17,714,000 shares
of its common stock in exchange for all of the outstanding common stock of Pro
Glass. Immediately prior to the Agreement and Plan of Merger, Ragen had
3,000,000 shares of common stock issued and outstanding. The acquisition was
accounted for as a recapitalization of Pro Glass because the shareholders of Pro
Glass controlled Ragen after the acquisition. Therefore, Pro Glass was treated
as the acquiring entity for accounting purposes and Ragen was the surviving
entity for legal purposes.
The Company operates an auto glass repair and installation business.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
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.
Consolidation
The accompanying financial statements include the accounts of the Company and
its subsidiaries. Significant intercompany accounts and transactions have been
eliminated in consolidation.
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.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 Companys
inventory is very consistent and not material.
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.
Accounts Receivable-Trade
Accounts receivable-trade consists of the following at September 30, 2000 and
1999:
2000 1999
Accounts receivable $64,815 $49,894
Allowance for doubtful accounts
0 0
Total $64,815 $49,894
Management considers accounts receivable as of September 30, 2000 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 for income tax purposes (five years for
vehicles and equipment, and seven years for office furniture). Total
depreciation for the years ended 2000 and 1999 is $ 3,973 and $ 4,111,
respectively.
Revenue Recognition
The Company recognizes revenue from windshield repairs and replacements at the
date the customers job is completed.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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
Companys 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.
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 2000 and 1999 was $ 29,775 and $ 25,721, respectively. The
Company also leases a vehicle under operating lease expiring through July 2001.
Lease expense for the vehicle for 2000 and was $ 13,718 and $ 9,284,
respectively. At September 30, 2000, minimum annual rental commitments under the
property non-cancelable lease were as follows:
Year Ending
2000 $ 28,132
2001 28,132
2002 28,132
Income Taxes & Tax Reporting
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.
Income tax returns are reported to Canada and United States as required by
regulated agencies.
NOTE 3. INVESTMENT
This represents the Companys acquisition of 150,0000 shares of preferred stock
in Triad Industries, Inc. in exchange for the FAA Enterprises, Inc. note
receivable of $ 131,379. The remaining balance of $ 18,261 is a note payable to
FAA Enterprises, Inc. (See note #7).
NOTE 4. INCOME TAX BENEFIT
1998 Net Income / (Loss) (75,692)
1998 Tax benefit carry forward 13,923
1999 Income tax benefit 3,200
1999 Tax benefit carry forward 17,123
2000 Income tax benefit 8,835
2000 Tax benefit carry forward $ 25,958
NOTE 5. SCHEDULE OF NET OPERATING LOSSES
1998 Net Operating Loss $ (75,692)
1999 Net Operating Loss (10,176)
2000 Net Operating Loss (28,101)
Net Operating Loss $(113,320)
As of September 30, 2000, the Company has net operating loss carryforwards of
approximately $ 113,969 which will expire through 2019.
NOTE 6. PROPERTY & EQUIPMENT
A summary of property and equipment, and the related depreciation expense is as
follows:
2000 1999
Office Equipment $ 22,059 $ 19,238
Automobile 3,667 3,667
Total Office Equip. & Automobile 25,726 23,031
Accumulated depreciation (11,178)
(7,536)
Net Property and Equipment $ 14,547 $ 15,496
Depreciation Expense $ 3,973 $ 4,111
NOTE 7. RELATED PARTY TRANSACTIONS
At September 30, 2000 the Corporation has an unsecured note payable to an
officer/stockholder. FAA Enterprises, Inc. note receivable was received in
exchange for 150,000 shares of $1.00 preferred stock in Triad Industries, Inc.
The difference of $ 18,261 was recorded as a note payable.
NOTE 8. CONTRIBUTED CAPITAL
The contributed capital of $ 40,000 represents management services that Mr.
Frank Aiello donated to Pro Glass Technologies, Inc.
NOTE 9. NOTE RECEIVABLE
The amount of $ 131,470 represents a receivable due to Pro Glass from Cal Alta
(a related party) as of September 30, 2000. This amount was carried over from
the merger between Pro Glass Canada and Pro Glass USA. Its an amount own from
Cal Alta which is a holding Company that is owned by an officer/stockholder.
NOTE 10. FOREIGN CURRENCY TRANSLATION
Balance sheets for 2000 and 1999 were translated at there respective year end
rate; $1.50 and $ 1.47, respectively. Statement of operations, general and
administrative, and cash flow financial statements were reported on the weighted
average for each respective year as required by FASB # 52.
NOTE 11. COMMON STOCK
On September 1, 1998 the Company issued 564,000 shares of common stock for cash
@ $ .167 per share. As of September 30, 1998 there were 564,000 shares of common
stock outstanding. On October 1, 1998 the Company issued 15,000,000 shares of
common stock to F. Aiello @ $ .02 a share. On March 31, 1999 the Company issued
1,010,000 shares of common stock for cash @ $ .068 a share. On July 31, 1999 the
Company issued 1,140,000 shares of common stock for cash @ $ .068 a share. As of
September 30, 1999 there were 17,714,000 shares of common stock outstanding. On
October 21, 1999 (prior to the recapitalization) the Company had 3,000,000
shares of common stock outstanding. On December 7, 1999 the Company issued
1,247,049 shares of common stock for services rendered @ $ .10 a share. On
January 11, 2000 the Company issued 350,000 shares of common stock for services
rendered @ $ .11 a share. On April 3, 2000 the Company issued 250,000 shares of
common stock for cash @ $ .27 a share. On April 10, 2000 the Company issued
121,400 shares of common stock for cash @ $ .34 a share. On June 14, 2000 the
Company issued 10,000 shares of common stock for cash @ $ .34 a share. As of
September 30, 2000 there were 22,692,449 shares of common stock outstanding.
NOTE 11. COMMON STOCK (CONTINUED)
15 million shares of common stock were issued to Frank Aiello (a related party)
for the purchase of Pro Glass Technologies, Inc. Canada. A share price of $ .02
per share was determined by management to be market value of the business
acquisition.
Management determines the per share price of each issuance on a transaction
basis.
NOTE 12. STOCKHOLDERS EQUITY
The stockholders equity section of the Company contains the following classes of
capital stock as of September 30, 2000.
Common stock, $ 0.001 par value; 50,000,000 shares authorized; 22,692,449 and
17,714,000 shares issued and outstanding for 2000 and 1999, respectively.
NOTE 13. ISSUANCE OF SHARES FOR SERVICES STOCK OPTIONS
The company has a nonqualified stock option plan, which provides for the
granting of options to key employees, consultants, and nonemployees directors of
the Company. The valuation of shares for services are based on the fair market
value of services. The Company has elected to account for the stock option plan
under Accounting Principles Board Opinion No. 25 Accounting for Stock Issued to
Employees, and related interpretations.
A total of 1,247,049 shares at $ 0.10 and a total of 350,000 shares at $ .11 a
share were issued for services to management and key employees for the year
ended September 30, 2000.
NOTE 14. BUSINESS COMBINATION
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 recapitalization
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.
ARMANDO C. IBARRA
CERTIFIED PUBLIC ACCOUNTANTS
(A Professional Corporation)
Armando C. Ibarra,
C.P.A.
Members of the California Society of
Armando Ibarra, Jr.,
C.P.A.
Certified Public
Accounts
January 8, 2001
To the Board of Directors of
Pro Glass Technologies Inc.
(Formerly Ragen Corporation)
Bay 8, 3927 Edmonton Tr. N.E.
Calgary, Alberta T2E
Re: Pro Glass Technologies, Inc.
This is to confirm that we consent to the use of our September 30, 2000
audited financial statements of Pro Glass Technologies, Inc. in your required
SEC filings including the 10Q report.
Sincerely,
_________________________
ARMANDO IBARRA, C.P.A.
ARMANDO C. IBARRA
CERTIFIED PUBLIC ACCOUNTANTS
(A Professional Corporation)
Armando C. Ibarra,
C.P.A.
Members of the California Society of
Armando Ibarra, Jr.,
C.P.A.
Certified Public
Accounts
December 27, 2000
To the Board of Directors of
Pro Glass Technologies Inc.
(Formerly Ragen Corporation)
Bay 8, 3927 Edmonton Tr. N.E.
Calgary, Alberta T2E
We have compiled a pro forma financial statement using the historical
information of Pro Glass Technologies, Inc. and Ragen Corporation. On October
21, 1999 the two Companies entered into a recapitalization whereby Ragen
Corporation acquired 100% of the common stock of Pro Glass Technologies, (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 based on historical information as of September 1999 year
end of both Companies. The pro forma shows how the historical financial
statements might have been affected if the transaction would have been
consummated at an earlier time. Due to Ragen Corporation being dormant no extra
ordinary adjustments were required.
A compilation is limited to presenting in the form of financial statements,
information that is the representation of the management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
Sincerely,
_________________________
ARMANDO IBARRA, C.P.A.
Pro Glass Ragen
Tech, Inc. Corporation
Historical Historical
----------------- -----------------
REVENUES $ 727,849 $ 93
COSTS OF SALES 337,036 0
------------------------------
GROSS PROFIT 390,813 93
GENERAL & ADMINISTRATIVE EXPENSES 368,594 603
------------------------------
Operating Income (Loss) 22,219 (510)
Total Other Income 7,254 0
NET INCOME BEFORE INCOME TAXES 29,473 (510)
(PROVISION FOR INCOME TAXES) (6,990) 0
------------------------------
NET INCOME / (LOSS) AFTER TAXES $ 22,483 $ (510)
================= ============
Pro Forma
Adjustments
Increase Pro Forma
(decrease) Consolidated
Revenues $ 0 $ 727,942
Cost of Sales 0 337,036
Gross Profit 0 390,906
General and Administative Expense 0 369,197
Operating Income(loss) 0 21,709
Total Other Income 0 7,254
Net Income Before Income Taxes 0 28,963
(Provision for income taxes) 0 (6,990)
Net Income/(Loss) after taxes 0 21,973
Pro Glass technologies, Inc.
(Formerly Pro Glass Technologies, Inc Canada)
Consolidated Pro Forma Balance Sheet
September 30, 1999
(Unaudited)
ASSETS
Pro Glass Ragen
Tech, Inc. Corporation Pro Forma
Historical Historical Consolidated
Current Assets
Cash $ 35,439 $ 1,630 $ 37,069
Accounts Receivable 50,155 0 0
Due from FAA Enterprises, Ltd 131,379 0 0
Current assets 33,967 0 0
Total Current Assets 250,940 0 252,570
Property & Equipment 15,496 0 0
Other Assets 198,276 0 198,476
Total Assets $ 464,712 $ 1,830 $ 466,542
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities 54,533 $ 1,749 $ 56,282
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 81 410,260
Total Liabilities &
tockholders' Equity $ 464,712 $ 1,830 $ 466,542
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
10.1 Acquisition Agreements
10.1 Material Contracts
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: January 18, 2001 By:/S/ Frank Aiello
Frank Aiello
President
