PRO GLASS TECHNOLOGIES INC
10SB12G/A, 2001-01-19
MOTOR VEHICLE SUPPLIES & NEW PARTS
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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





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