UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 6, 1999
Commission file number 000-30234
MILLENNIUM PLASTICS CORPORATION
formerly, Aurora Corporation
(Exact name of registrant as specified in charter)
Nevada 88-0422242
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5631 S. Pecos Rd.,
Las Vegas, Nevada 89120
(Address of Principal Executive Office) (Zip Code)
(702) 454-2121
(Registrant's Telephone Number, Including Area Code)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to an Agreement and Plan of Merger, (the "Merger
Agreement"), dated as of November 23, 1999 between Millennium Plastics
Corporation, ("Millennium"), a Nevada corporation, and Graduated Plastics,
Inc., ("Graduated Plastics"), a Nevada corporation, all of the outstanding
shares of common stock of Graduated Plastics were exchanged for 6,750,000
shares of common stock of Millennium in a transaction in which Millennium
was the surviving corporation.
On December 3, 1999, Graduated Plastics stockholders assigned,
transferred and delivered to Millennium one hundred percent (100%) of the
issued and outstanding stock of Graduated Plastics in exchange for
6,750,000 shares of Millennium's $0.001 par value restricted common stock,
which represents approximately twenty-eight percent (28%) of the issued and
outstanding stock of Millennium. The Graduated Plastics stock was free
and clear of all liens, pledges, encumbrances, charges, restrictions or
known claims or any kind, nature or description. As soon as practicable
after to the date of this filing, assuming the Graduated Plastics
stockholders have delivered all of the certificates representing the 100%
ownership of Graduated Plastics and an exemption from the registration
provisions of Section 5 of the Securities Act of 1933 is available for the
issuance of Millennium's stock, the Graduated Plastics stockholders shall
be entitled to receive a certificate(s) evidencing shares of the exchanged
Millennium stock as provided for in the Merger Agreement. Pursuant to the
Merger Agreement, Millennium became the surviving corporation and Graduated
Plastics was dissolved.
The Merger Agreement was adopted by the unanimous consent of the Board
of Directors of Graduated Plastics and its stockholders on November 22,
1999. The Merger Agreement was adopted by the unanimous consent of the
Board of Directors of Millennium on November 23, 1999. The Articles of
Merger were filed on December 6, 1999.
At the Closing of the Merger, the current officers and directors of
Millennium Plastics submitted their resignations and appointed the
following officers and directors:
Paul T. Branagan President, Secretary/Treasurer and Director
William E. Lennon Vice President of Product Development and Director
James L. Arnold Vice President of Operations and Director
Donato Grieco Director
A copy of the Merger Agreement is filed as an exhibit to this Form 8-K
and is incorporated in its entirety. The foregoing description is modified
by such reference.
(b) The following table contains information regarding the
shareholdings of Millennium's current directors and executive officers and
those persons or entities who beneficially own more than 5% of its common
stock (giving effect to the exercise of the warrants held by each such
person or entity):
<TABLE>
Amount of Common Percent of
Stock Beneficially Common Stock
Name Owned (1) Beneficially Owned(2)
<S> <C> <C>
Paul T. Branagan 350,000 1%
William E. Lennon 120,000 1%
James L. Arnold 50,000 0%
Donato Grieco 100,000 0%
</TABLE>
(1) Based upon 23,850,000 outstanding shares of common stock
(subsequent to the merger).
(2) Assumes exercise of warrants, options or other rights to purchase
securities held by the named stockholder exercisable within six months
of the date hereof.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) The consideration exchanged pursuant to the Merger Agreement was
negotiated between Graduated Plastics and Millennium.
<PAGE>
BUSINESS
Millennium Plastics Corporation ("Millennium" or the "Company") was
incorporated in the State of Nevada. Millennium, through its merger with
Graduated Plastics Corporation, acquired the United States patent rights to
new and innovative polymer and coating technology invented in 1995 by
Solplax Ltd. of Ireland. International patent attorneys in Europe and the
United States have confirmed that the patent is comprehensive and durable,
having been written by the developers of the technology and a scientific
team with specialization in PVA polymers. Independent evaluations carried
out in London, and Trinity College of Dublin have also endorsed these
conclusions.
The plastics which have been developed have the unique and very
marketable characteristic of dissolving in water and leaving only non-toxic
water and atmospheric gases. Public perception and governmental pressures
for plastics which are environmentally friendly are projected to propel the
commercial demand for this product.
Product Chemistry and Characteristics
The new plastic product, termed Solplax, has its technological basis
in an improved method for the manufacture of thermoplastic polyvinyl
alcohol (PVA) in combination with other approved food grade additives which
are commonly used in commercial and consumer plastic products. Because all
of the individual components in Solplax formulations have been in
commercial and consumer products for so long, their physical properties and
impacts (actual or potential) on the environment have been globally
researched and assessed. These components have uniformly been found to be
safe, non-toxic and environmentally friendly. The chemical and biological
interaction of PVA is therefore well understood and a wide range of
reference documents dating back to the 1940's are available for
consultation.
All plastic products manufactured with Solplax polymers are, and will
be, entirely biodegradable when disposed of through landfill or into the
wider environment. In the biodegradation process, the Solplax plastic
decomposes entirely into environmentally benign substances: water (H20),
gas (C02) and air (02) - the molecules necessary for photosynthesis in
plants. Articles made from Solplax polymers will biodegrade within a
chemically pre-set time frame (several weeks). At the time of disposal, the
article need only to be brought into contact with either hot or cold water
depending on the basic materials chosen to cause it to dissolve. In about
four weeks the dissolved plastic would undergo total biodigestion to carbon
dioxide and water, leaving no residues in the environment.
Pure PVA rapidly degrades in contact with water or moisture which
would render it useless for typical industrial, consumer, food and medical
uses. Therefore, Solplax is coated with a PVA polymer having novel
properties. The patented Solplax process bonds a special coating to one or
both sides of the PVA film. This coating makes the overall product
impervious to liquid dissolution for its desiped-product lifetime. Solplax
base polymers offer clients an attractive range of specifications which can
be tailored to their planned end use or product application. Chemists can
vary the "recipe" for polymers using different combinations and ratios of
seven basic constituent ingredients to manufacture eight similar, but
different, polymers, which process distinctive characteristics. This allows
the granular polymer that is produced to be specifically tailored to the
end-use product which will be manufactured from it. The characteristics
which are common to all of the Solplax polymers include:
Water resistance until dissolution is required;
Excellent barrier to most odors and non-aqueous liquids;
Excellent characteristics for heat-sealing applications;
Patented time-controlled degrading process;
and Non-toxic, non-carcinogenic and fully biodigestible.
Solplax Manufacturing and Product Applications
The Solplax polymers can be produced on generic production machinery
and production scaled-up efficiently and economically. The Solplax plastics
can be fabricated into articles using known, standard manufacturing
processes (e.g., blow molding, injection molding, and cast extrusion) with
no risk of thermal degradation.
<PAGE>
The Solplax family of biodegradable plastic polymers have different
physical properties and can be used to produce a variety of disposable
items, ranging from gossamer shrouds for clothing to firm eating utensils.
These also include, amongst many other items; diaper liners, slow release
fertilizer pellets, dry goods containers, garbage and compost bags, golf
tees, a wide variety of packaging products, shot gun ammunition wadding,
swizzle sticks and yokes for beverage cans. Major market sectors who are
projected to have a high level of interest in the use of Solplax products
include the retail food and beverage industry, food packaging industry, and
the military.
Marketing Approach
Plastic products are essential and pervasive in the functioning of
modern societies - even in the least economically developed countries. As
the use of plastic products, and the resulting mountains of plastic waste
grow inexorably, the challenge facing producers, consumers and governments
is to find ways to reduce the rate of growth of the "mountains" as well as
to find safe, practical methods for disposal of the plastic waste that does
accumulate. Because Solplax is degraded and rendered into harmless
by-products (dispersed water and C02) and non-toxic organic residues, it is
well positioned to play a constructive and profitable role as these
problems are faced by the responsible government authorities, and concerned
manufacturers and consumers.
Personnel and Management
Officers and Directors and Key Personnel. The following information
sets forth the names of the officers and directors of the Company, their
present positions with the Company and certain biographical information.
NAME POSITION
Paul T. Branagan President, Secretary/Treasurer and Director
William E. Lennon Vice President of Product Development and Director
James L. Arnold Vice President of operation and Director
Donato Grieco Director
Paul T. Branagan (age 56) is the President, Secretary/Treasurer and a
member of the Board of Directors of the Company. Mr. Branagan graduated
from the University of Las Vegas Nevada with a B.S. in physics. From 1993
to the present Mr. Branagan has been the President and Senior Scientist of
Branagan & Associates, Inc. From 1975 to 1993 he was the Project Manager,
Assistant Oil and Gas Division Manager and Senior Scientist of CER
Corporation of Las Vegas, Nevada.
William E. Lennon (age 54) is the Vice President of Development and a
member if the Board of Directors of the Company. Mr. Lennon was on the Dean
of Students' staff at DePauw University. After leaving DePauw he became the
Chairman of the Business Department at Davenport College. Mr. Lennon is
presently the CEO and founder of F & L Investment Corporation.
James L. Arnold (age 66) is the Vice President of Operations and a
member of the Board of Directors of the Company. Mr. Arnold graduated from
Northeastern University with a B.S. in industrial engineering. From 1997 to
the present he has worked as a management consultant. From 1993 until 1997,
Mr. Arnold served as President and CEO of Ebtron, Inc.
Donato A. Grieco (age 64) is a member of the Board of Directors of the
Company. Mr. Grieco holds a B.S. in Business & Engineering Administration
from the Massachusetts Institute of Technology of Cambridge, Massachusetts.
Since 1986, Mr. Grieco has been Vice-President of Mollenberg-Betz, Inc. of
Buffalo, New York, a major contractor in the mechanical construction
industry, specializing in refrigeration, air conditioning, heating, and
industrial process piping systems. Primarily responsible for project cost
estimating, along with vendor and sub-contractor soliciting, leading to
total project bid presentations.
Executive Compensation
The officers and directors of the Company hold office until the next
annual meeting of stockholders or until their successors are elected and
qualified. At present, the Company's Bylaws provide for not less than two
nor more than seven directors. Currently, there are five directors of the
Company. The Bylaws permit the Board of Directors to fill any vacancy and
such director may serve until the next annual meeting of stockholders or
until his successor is elected and qualified. Officers serve at the
discretion of the Board of Directors.
<PAGE>
Property
Millennium Plastics maintains its administrative offices at 5631 S.
Pecos Rd., Las Vegas 89120 under an annual lease of $7,000 per month for
approximately 6,000 square feet.
Litigation
There is no outstanding litigation in which the Company is involved
and the Company is unaware of any pending actions or claims against it.
Description of Securities
The Company has an authorized capitalization of 50,000,000 shares of
common stock, $.001 par value per share. As a result of the Merger the
Company has 23,850,000 shares of common stock issued and outstanding.
MARKET FOR MILLENNIUM PLASTICS SECURITIES
Millennium is a reporting publicly traded company. Millennium's
common stock is traded on the NASD OTC Bulletin Board under the symbol
MPCO.
RISK FACTORS
Competition from larger and more established companies may hamper
marketability. Millennium may face intense competition from similar, more
well established competitors, including national, regional and local
companies possessing substantially greater financial, marketing, personnel
and other resources than Millennium. Millennium may not be able to market
or sell its products if faced with direct product competition from these
larger or more established companies.
Issuance of future shares may dilute investors share value. The
Articles of Incorporation as amended of Millennium authorizes the issuance
of 50,000,000 shares of common stock. The future issuance of all or part
of the remaining authorized common stock may result in substantial dilution
in the percentage of the Company's common stock held by the its then
existing stockholders. Moreover, any common stock issued in the future may
be valued on an arbitrary basis by Millennium Plastics. The issuance of
the Company's shares for future services or acquisitions or other corporate
actions may have the effect of diluting the value of the shares held by
investors, and might have an adverse effect on any trading market, should a
trading market develop for the Company's common stock.
Current trading market for the Company's securities. Millennium's
common stock is traded on the OTC Bulletin Board operated by NASD under the
symbol MPCO. Millennium (previously Aurora Corp did file a registration
statement with the Securities and Exchange Commission and has been a
reporting company under the Securities Exchange Act of 1934.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
<PAGE>
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
At the Closing of the Merger, the current officers and directors of
Millennium Plastics submitted their resignations and appoint the following
officers and directors:
Paul T. Branagan President, Secretary/Treasurer and Director
William E. Lennon Vice President of Product Development and Director
James L. Arnold Vice President of Operations and Director
Donato Grieco Director
ITEM 7. FINANCIAL STATEMENTS
Financial statements of Graduated Plastics Corporation are filed herewith.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
1.1* Agreement and Plan of Merger between Millennium Plastics Corporation
and Graduated Plastics Corporation.
1.2* Articles of Merger between Millennium Plastics Corporation and
Graduated Plastics Corporation.
1.3* Amended and Restated Articles of Incorporation for Millennium Plastics
Corporation.
1.4* Graduated Plastics Corporation Audited Financials Pre Merger
1.5* Patent Assignment and Royalty Agreement
______
* To be filed by amendment
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
MILLENNIUM PLASTICS
CORPORATION
By /s/ Paul T. Branagan
Paul T. Branagan,
President
Date: December 6, 1999
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Plan") is made this 23rd day
of November, 1999, among Millennium Plastics Corporation, a Nevada
corporation ("Millennium"); Graduated Plastics, Inc., a Nevada corporation,
("Graduated Plastics") and its shareholders ("Shareholders").
Millennium wishes to acquire one hundred percent (100%) of the
issued and outstanding stock of Graduated Plastics for and in exchange for
stock of Millennium, in a stock for stock transaction intending to qualify
as a tax-free exchange pursuant to 368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended. The parties intend for this Plan to represent
the terms and conditions of such tax-free reorganization, which Plan the
parties hereby adopt.
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, IT IS AGREED:
Section 1
Terms of Exchange
1.1 Number of Shares. Upon the execution hereof, the holders of
all the issued and outstanding stock of Graduated Plastics agree to assign,
transfer, and deliver to Millennium, free and clear of all liens, pledges,
encumbrances, charges or known claims of any kind, nature or description,
all of their shares of Graduated Plastics stock, and Millennium agrees to
acquire such shares on the date thereof, or as soon as practicable
thereafter, by issuing and delivering in exchange therefore solely common
shares of Millennium's stock, par value $.001, in the aggregate of
6,750,000 restricted common shares. Subsequent to the date hereof, the
Shareholders shall, upon the surrender to Millennium of the Graduated
Plastics certificates representing their respective beneficial and record
ownership of one hundred percent (100%) of the issued and outstanding
shares of Graduated Plastics or as soon as practicable thereafter, and
further provided an exemption from the registration provisions of Section 5
of the Securities Act of 1933 is available for the issuance thereof, the
Shareholders shall be entitled to receive a certificate(s) evidencing
shares of the exchanged Millennium stock as provided for herein. Upon the
consummation of the transaction contemplated herein, Millennium shall merge
with Graduated Plastics and become the surviving corporation.
1.2 Agreement of Majority Shareholder. It is further understood
that in addition to the shares being distributed in Section 1.1, upon the
execution of this Plan, VIP Worldnet, Inc. (the majority shareholder of
Millennium) has agreed as part of the Plan, to transfer and deliver
8,000,000 restricted common shares of Millennium to SCAC Holdings, Inc., as
further consideration pursuant to this Plan. The 8,000,000 common shares
of Millenium are are free and clear of all liens, pledges, encumbrances,
charges or known claims of any kind, nature or description.
<PAGE>
1.3 Anti-Dilution. For all relevant purposes of this Plan, the
number of Millennium shares to be issued and delivered pursuant to this
Plan shall be appropriately adjusted to take into account any stock split,
stock dividend, reverse stock split, recapitalization, or similar change in
Millennium common stock, which may occur between the date of the execution
of this Plan and the date of the delivery of such shares.
1.4 Delivery of Certificates. The Shareholders shall transfer
to Millennium at the closing provided for in Section 2 (the "Closing") the
shares of common stock of Graduated Plastics listed opposite their
respective names on Exhibit A hereto (the "Graduated Plastics shares") in
exchange for shares of the common stock of Millennium as outlined above in
Section 1.1 and 1.2 hereof (the "Millennium Stock"). All of such shares of
Millennium stock shall be issued at the closing to the Shareholders, in the
numbers shown opposite their respective names in Exhibit "A." The transfer
of Graduated Plastics shares by the Shareholders shall be effected by the
delivery to Millennium at the Closing of certificates representing the
transferred shares endorsed in blank or accompanied by stock powers
executed in blank, with all signatures guaranteed by a national bank and
with all necessary transfer taxes and other revenue stamps affixed and
acquired at the Shareholders' expense.
1.5 Further Assurances. Subsequent to the execution hereof, and
from time to time thereafter, the Shareholders shall execute such
additional instruments and take such other action as Millennium may request
in order to more effectively sell, transfer and assign clear title and
ownership in the Graduated Plastics shares to Millennium.
Section 2
Closing
2.1 Closing. The Closing contemplated by Section 1.3 shall be
held on or before November 23, 1999 or at such other time or place as may
be mutually agreed upon in writing by the parties. The Closing may also be
accomplished by wire, express mail or other courier service, conference
telephone communications or as otherwise agreed by the respective parties
or their duly authorized representatives. In any event, the closing of the
transactions contemplated by this Plan shall be effected as soon as
practicable after all of the conditions contained herein have been
satisfied.
2.2 Closing Events. At the Closing, each of the respective
parties hereto shall execute, acknowledge and deliver (or shall cause to be
executed, acknowledged, and delivered) any agreements, resolutions,
rulings, or other instruments required by this Plan to be so delivered at
or prior to Closing, together with such other items as may be reasonably
requested by the parties hereto and their respective legal counsel in order
to effectuate or evidence the transaction contemplated hereby. At the
Closing, the current officers and directors of Millennium shall submit
their resignations and appoint the following officers and directors:
Paul T. Branagan President, Secretary/Treasurer and Director
William E. Lennon Vice President of Product Development and Director
<PAGE>
James L. Arnold Vice President of Operations and Director
Peter J. Hurley Director
Donato Grieco Director
Section 3
Representations, Warranties and Covenants of Millennium
Millennium represents and warrants to, and covenants with, the
Shareholders and Graduated Plastics as follows:
3.1 Corporate Status. Millennium is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Nevada. Millennium has full corporate power and is duly
authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets and to carry on its business on all material respects
as it is now being conducted, and there is no jurisdiction in which the
character and location of the assets owned by it, or the nature of the
business transacted by it, requires qualification. Included in the
Millennium schedules (defined below) are complete and correct copies of its
Articles of Incorporation and Bylaws as in effect on the date hereof. The
execution and delivery of this Plan does not, and the consummation of the
transactions contemplated hereby will not, violate any provision of
Millennium's Articles of Incorporation or Bylaws. Millennium has taken all
action required by law, its Articles of Incorporation, its Bylaws, or
otherwise, to authorize the execution and delivery of this Plan.
3.2 Capitalization. The authorized capital stock of Millennium
as of the date hereof consists of 50,000,000 common shares, par value
$.001. As of the date hereof there are 17,100,000 common shares of
Millennium issued and outstanding. The common shares of Millennium issued
and outstanding are fully paid, non-assessable shares. There are no
outstanding options, warrants, obligations convertible into shares of
stock, or calls or any understanding, agreements, commitments, contracts or
promises with respect to the issuance of Millennium's common stock or with
regard to any options, warrants or other contractual rights to acquire any
of Millennium's authorized but unissued common shares.
3.3 Financial Statements.
(a) Millennium hereby warrants and covenants to Graduated
Plastics that the financial statements fairly and accurately represent the
financial condition of Millennium and that no material change has occurred
in the financial condition of Millennium.
(b) Millennium hereby warrants and represents that the
financial statements for the periods set forth in subparagraph (a), supra,
fairly and accurately represent the financial condition of Millennium as
submitted heretofore to Graduated Plastics for examination and review.
<PAGE>
3.4 Conduct of Business. Millennium is a development stage
company and has not been engaged in any operational activities prior to the
date hereof.
3.5 Options, Warrants and Rights. Millennium has no options,
warrants or stock appreciation rights related to the authorized but
unissued Millennium common stock. There are no existing options, warrants,
calls, or commitments of any character relating to the authorized and
unissued Millennium common stock, except options, warrants, calls, or
commitments, if any, to which Millennium is not a party and by which it is
not bound.
3.6 Title to Property. Millennium has good and marketable title
to all of its properties and assets, real and personal, proprietary or
otherwise, as will be reflected in the balance sheets of Millennium, and
the properties and assets of Millennium are subject to no mortgage, pledge,
lien or encumbrance, unless as otherwise disclosed in its financial
statements.
3.7 Litigation. There are no material actions, suits, or
proceedings, pending, or, to the best knowledge of Millennium, threatened
by or against or effecting Millennium at law or in equity, or before any
governmental agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind; Millennium does not have any knowledge of any
default on its part with respect to any judgment, order, writ, injunction,
decree, warrant, rule, or regulation of any court, arbitrator, or
governmental agency or instrumentality.
3.8 Books and Records. From the date hereof, and for any
reasonable period subsequent thereto, Millennium and its present management
will (i) give to the Shareholders and Graduated Plastics, or their duly
authorized representatives, full access, during normal business hours, to
all of its books, records, contracts and other corporate documents and
properties so that the Shareholders and Graduated Plastics, or their duly
authorized representatives, may inspect them; and (ii) furnish such
information concerning the properties and affairs of Millennium as the
Shareholders and Graduated Plastics, or their duly authorized
representatives, may reasonably request. Any such request to inspect
Millennium's books shall be directed to Millennium's counsel, Daniel W.
Jackson, at the address set forth herein under Section 10.4 Notices.
3.9 Confidentiality. Until the Closing (and thereafter if there
is no Closing), Millennium and its representatives will keep confidential
any information which they obtain from the Shareholders or from Graduated
Plastics concerning its properties, assets and the proposed business
operations of Graduated Plastics. If the terms and conditions of this Plan
imposed on the parties hereto are not consummated on or before 5:00 p.m.
MST on November 23, 1999 or otherwise waived or extended in writing to a
date mutually agreeable to the parties hereto, Millennium will return to
Graduated Plastics all written matter with regard to Graduated Plastics
obtained in connection with the negotiations or consummation of this Plan.
3.10 Conflict with Other Instruments. The transactions
contemplated by this Plan will not result in the breach of any term or
provision of, or constitute a default under any indenture, mortgage, deed
of trust, or other material agreements or instrument to which Millennium
was or is a party, or to which any of its assets or operations are subject,
and will not conflict with any provision of the Articles of Incorporation
or Bylaws of Millennium.
<PAGE>
3.11 Corporate Authority. Millennium has full corporate power
and authority to enter into this Plan and to carry out its obligations
hereunder and will deliver to the Shareholders and Graduated Plastics, or
their respective representatives, at the Closing, a certified copy of
resolutions of its Board of Directors authorizing execution of this Plan by
its officers and performance thereunder.
3.12 Consent of Shareholders. Millennium hereby warrants and
represents that the shareholders of Millennium, being the owners of a
majority of the issued and outstanding stock of the Corporation consented
in writing to the authorization to execute this Agreement and Plan of
Merger as between Millennium and Graduated Plastics pursuant to a stock-for-
stock transaction in which Millennium would acquire one hundred percent of
the issued and outstanding shares of Graduated Plastics in exchange for the
issuance of a total of 6,750,000 common shares of Millennium and thereby
Graduated Plastics shall merge with and into Millennium.
3.13 Special Covenants and Representations Regarding the
Exchanged Millennium Stock. The consummation of this Plan and the
transactions herein contemplated include the issuance of the exchanged
Millennium shares to the Shareholders, which constitutes an offer and sale
of securities under the Securities Act of 1933, as amended, and applicable
states' securities laws. Such transaction shall be consummated in reliance
on exemptions from the registration and prospectus requirements of such
statutes which depend interlace on the circumstances under which the
Shareholders acquire such securities. In connection with the reliance upon
exemptions from the registration and prospectus delivery requirements for
such transactions, at the Closing, Shareholders shall cause to be delivered
to Millennium a Letter(s) of Investment Intent in the form attached hereto
as Exhibit B and incorporated herein by reference.
3.14 Undisclosed or Contingent Liabilities. Millennium hereby
represents and warrants that it has no undisclosed or contingent
liabilities which have not been disclosed to Graduated Plastics in writing
or in this Agreement or in any exhibit attached hereto.
3.15 Information. The information concerning Millennium set
forth in this Plan, and the Millennium schedules attached hereto, are
complete and accurate in all material respects and do not contain, or will
not contain, when delivered, any untrue statement or a material fact or
omit to state a material fact the omission of which would be misleading to
Graduated Plastics in connection with this Plan.
3.16 Title and Related Matters. Millennium has good and
marketable title to all of its properties, interests in properties, and
assets, real and personal, which are reflected, or will be reflected, in
the Millennium balance sheets, free and clear of any and all liens and
encumbrances.
<PAGE>
3.17 Contracts or Agreements. Millennium is not bound by any
material contracts, agreements or obligations which it has not already
disclosed to Graduated Plastics in writing or in this Agreement or in any
Exhibit attached hereto.
3.18 Governmental Authorizations. Millennium has all licenses,
franchises, permits and other government authorizations that are legally
required to enable it to conduct its business in all material respects as
conducted on the date hereof.
3.19 Compliance with Laws and Regulations. Millennium has
complied with all applicable statutes and regulations of any federal,
state, or other applicable jurisdiction or agency thereof, except to the
extent that noncompliance would not materially and adversely effect the
business, operations, properties, assets, or condition of Millennium or
except to the extent that noncompliance would not result in the occurrence
of any material liability, not otherwise disclosed to Graduated Plastics.
3.20 Approval of Plan. The Board of Directors of Millennium has
authorized the execution and delivery of this Plan by Millennium and have
approved the Plan and the transactions contemplated hereby. Millennium has
full power, authority, and legal right to enter into this Plan and to
consummate the transactions contemplated hereby.
3.21 Investment Intent. Millennium is acquiring the Graduated
Plastics shares to be transferred to it under this Plan for the purpose of
merging with Graduated Plastics and not with a view to the sale or
distribution thereof, and Millennium shall cancel the Graduated Plastics
shares upon the completion of the merger.
3.22 Unregistered Shares and Access to Information. Millennium
understands that the offer and sale of the Graduated Plastics shares have
not been registered with or reviewed by the Securities and Exchange
Commission under the Securities Act of 1933, as amended, or with or by any
state securities law administrator, and no federal, state securities law
administrator has reviewed or approved any disclosure or other material
concerning Graduated Plastics or the Graduated Plastics shares. Millennium
has been provided with and reviewed all information concerning Graduated
Plastics, the Graduated Plastics shares as it has considered necessary or
appropriate as a prudent and knowledgeable investor to enable it to make an
informed investment decision concerning the Graduated Plastics shares.
Millennium has made an investigation as to the merits and risks of its
acquisition of the Graduated Plastics Shares and has had the opportunity to
ask questions of, and has received satisfactory answers from, the officers
and directors of Graduated Plastics concerning Graduated Plastics, the
Graduated Plastics shares and related matters, and has had an opportunity
to obtain additional information necessary to verify the accuracy of such
information and to evaluate the merits and risks of the proposed
acquisition of the Graduated Plastics shares.
3.23 Obligations. Millennium has no outstanding obligations to
any of its employees or consultants.
<PAGE>
3.24 Millennium Schedules. Millennium has delivered to
Graduated Plastics the following items listed below, hereafter referred to
as the "Millennium Schedules", which are hereby incorporated by reference
and made a part hereof. A certification executed by a duly authorized
officer of Millennium on or about the date of the Plan will be executed to
certify that the Millennium Schedules are true and correct.
(a) Copy of Articles of Incorporation and Bylaws, as
amended;
(b) Financial statements;
(c) Shareholder list;
(d) Resolutions of Directors approving Plan;
(e) Consent of Shareholders approving Plan;
(f) Officers' Certificate as required under Section
6.2 of the Plan;
(g) Opinion of counsel as required under Section 6.4
of the Plan;
(h) Certificate of Good Standing;
Section 4
Representations, Warranties and Covenants of Graduated Plastics
Graduated Plastics represents and warrants to, and covenants
with, the Shareholders and Millennium as follows:
4.1 Corporate Status. Graduated Plastics is a corporation duly
organized, validly existing and in under the laws of Nevada, incorporated
on August 2, 1999. Graduated Plastics has full corporate power and is duly
authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets and to carry on its business on all material respects
as it is now being conducted, and there is no jurisdiction in which the
character and location of the assets owned by it, or the nature of the
business transacted by it, requires qualification. Included in the
Graduated Plastics schedules (defined below) are complete and correct
copies of its Articles of Incorporation and Bylaws as in effect on the date
hereof. The execution and delivery of this Plan does not, and the
consummation of the transactions contemplated hereby will not, violate any
provision of Graduated Plastics's Articles of Incorporation or Bylaws.
Graduated Plastics has taken all action required by law, its Articles of
Incorporation, its Bylaws, or otherwise, to authorize the execution and
delivery of this Plan.
<PAGE>
4.2 Capitalization. The authorized capital stock of Graduated
Plastics as of the date hereof consists of 25,000,000 common shares, par
value $.001 and 10,000,000 preferred shares, par value $.001. As of the
date hereof there are 2,750,000 common shares of Graduated Plastics issued
and outstanding. The foregoing shares are fully paid, non-assessable
shares. There are no preferred shares issued and outstanding.
4.3 Conduct of Business. Graduated Plastics will use its best
efforts to maintain and preserve its business organization, employee
relationships and goodwill intact, and will not, without the prior written
consent of Millennium, enter into any material commitments from the date of
execution of the Plan and through the closing of the Plan.
Graduated Plastics agrees that Graduated Plastics will conduct
itself in the following manner pending the Closing:
(a) Certificate of Incorporation and Bylaws. No change
will be made in the Certificate of Incorporation or Bylaws of Graduated
Plastics.
(b) Capitalization, etc. Graduated Plastics will not make
any change in its authorized or issued shares of any class, declare or pay
any dividend or other distribution, or issue, encumber, purchase or
otherwise acquire any of its shares of any class.
4.4 Title to Property. Graduated Plastics has good and
marketable title to all of its properties and assets, real and personal,
proprietary or otherwise, as will be reflected in the balance sheets of
Graduated Plastics, and the properties and assets of Graduated Plastics are
subject to no mortgage, pledge, lien or encumbrance, unless as otherwise
disclosed in its financial statements.
4.5 Litigation. There are no material actions, suits, or
proceedings, pending, or, to the best knowledge of Graduated Plastics,
threatened by or against or effecting Graduated Plastics at law or in
equity, or before any governmental agency or instrumentality, domestic or
foreign, or before any arbitrator of any kind; Graduated Plastics does not
have any knowledge of any default on its part with respect to any judgment,
order, writ, injunction, decree, warrant, rule, or regulation of any court,
arbitrator, or governmental agency or instrumentality.
4.6 Books and Records. From the date hereof, and for any
reasonable period subsequent thereto, Graduated Plastics and its present
management will (i) give to Millennium, or their duly authorized
representatives, full access, during normal business hours, to all of its
books, records, contracts and other corporate documents and properties so
that Millennium, or their duly authorized representatives, may inspect
them; and (ii) furnish such information concerning the properties and
affairs of Graduated Plastics as the Shareholders and Graduated Plastics,
or their duly authorized representatives, may reasonably request. Any such
request to inspect Graduated Plastics's books shall be directed to
Graduated Plastics's representative, at the address set forth herein under
Section 10.4 Notices.
<PAGE>
4.7 Confidentiality. Until the Closing (and thereafter if there
is no Closing), Graduated Plastics and its representatives will keep
confidential any information which they obtain from the Shareholders or
from Graduated Plastics concerning its properties, assets and the proposed
business operations of Graduated Plastics. If the terms and conditions of
this Plan imposed on the parties hereto are not consummated on or before
5:00 p.m. MST on November 23, 1999, or otherwise waived or extended in
writing to a date mutually agreeable to the parties hereto, Graduated
Plastics will return to Millennium all written matter with regard to
Millennium obtained in connection with the negotiations or consummation of
this Plan.
4.8 Investment Intent. The Shareholders represent and covenant
that they are acquiring the unregistered and restricted common shares of
Millennium to be delivered to them under this Plan for investment purposes
and not with a view to the subsequent sale or distribution thereof, and as
agreed, supra, the Shareholders, their successors and assigns agree to
execute and deliver to Millennium on the date of Closing or no later than
the date on which the restricted shares are issued and delivered to the
Shareholders, their assigns, or designees, an Investment Letter similar in
form to that attached hereto as Exhibit B.
4.9 Unregistered Shares and Access to Information. Graduated
Plastics and the Shareholders understand that the offer and sale of
Millennium shares to be exchanged for the Graduated Plastics shares have
not been registered with or reviewed by the securities and Exchange
Commission under the Securities Act of 1933, as amended, or with or by any
state securities law administrator, and no federal or state securities law
administrator has reviewed or approved any disclosure or other material
facts concerning Millennium or Millennium stock. Graduated Plastics and
the Shareholders have been provided with and reviewed all information
concerning Millennium and Millennium shares, to be exchanged for the
Graduated Plastics shares as they have considered necessary or appropriate
as prudent and knowledgeable investors to enable them to make informed
investment decisions concerning the Millennium shares, to be exchanged for
the Graduated Plastics shares. Graduated Plastics and the Shareholders
have made an investigation as to the merits and risks of their acquisition
of the Millennium shares, to be exchanged for the Graduated Plastics shares
and have had the opportunity to ask questions of, and have received
satisfactory answers from, the officers and directors of Millennium
concerning Millennium shares to be exchanged for the Graduated Plastics
shares and related matters, and have had an opportunity to obtain
additional information necessary to verify the accuracy of such information
and to evaluate the merits and risks of the proposed acquisition of the
Millennium shares to be exchanged for the Graduated Plastics shares.
4.10 Title to Shares. The Shareholders are the beneficial and
record owners, free and clear of any liens and encumbrances, of whatever
kind or nature, of all of the shares of Graduated Plastics of whatever
class or series, which the Shareholders have contracted to exchange.
4.11 Contracts. Graduated Plastics is not a party to any
material oral or written (i) contract for employment of any officer which
is not terminable on 30 days (or less) notice; (ii) profit sharing, bonus,
deferred compensation, severance, or any other retirement plan of
arrangement covered by Title IV of the Employee Retirement Income Security
<PAGE>
Act, as amended, or otherwise covered; (iii) agreement providing for the
sale, assignment or transfer of any of its rights, assets or properties,
whether tangible or intangible, except sales of its property in the
ordinary course of business with a value of less than $2,000; or (iv)
waiver of any right of any value which in the aggregate is extraordinary or
material concerning the assets or properties scheduled by Graduated
Plastics, except for adequate value and pursuant to contract. Graduated
Plastics has not entered into any material transaction which is not listed
in the Graduated Plastics Schedules or reflected in the Graduated Plastics
financial statements.
4.12 Material Contract Defaults. Graduated Plastics is not in
default in any material respect under the terms of any contract, agreement,
lease or other commitment which is material to the business, operations,
properties or assets, or condition of Graduated Plastics, and there is no
event of default or event which, with notice of lapse of time or both,
would constitute a default in any material respect under any such contract,
agreement, lease, or other commitment in respect of which Graduated
Plastics has not taken adequate steps to prevent such default from
occurring, or otherwise compromised, reached a satisfaction of, or provided
for extensions of time in which to perform under any one or more contract
obligations.
4.13 Conflict with Other Instruments. The consummation of the
within transactions will not result in the breach of any term or provision
of, or constitute a default under any indenture, mortgage, deed of trust,
or other material agreement or instrument to which Graduated Plastics was
or is a party, or to which any of its assets or operations are subject, and
will not conflict with any provision of the Articles of Incorporation or
Bylaws of Graduated Plastics.
4.14 Governmental Authorizations. Graduated Plastics is in good
standing in the State of Nevada. Except for compliance with federal and
state securities laws, no authorization, approval, consent or order of, or
registration, declaration, or filing with, any court or other governmental
body is required in connection with the execution and delivery by Graduated
Plastics of this Plan and the consummation by Graduated Plastics of the
transactions contemplated hereby.
4.15 Compliance with Laws and Regulations. Graduated Plastics
has complied with all applicable statutes and regulations of any federal,
state, or other applicable jurisdiction or agency thereof, except to the
extent that noncompliance would not materially and adversely effect the
business, operations, properties, assets, or condition of Graduated
Plastics or except to the extent that noncompliance would not result in the
occurrence of any material liability, not otherwise disclosed to
Millennium.
4.16 Approval of Plan. The Board of Directors of Graduated
Plastics have authorized the execution and delivery of this Plan by
Graduated Plastics and have approved the Plan and the transactions
contemplated hereby. Graduated Plastics has full power, authority, and
legal right to enter into this Plan and to consummate the transactions
contemplated hereby.
<PAGE>
4.17 Information. The information concerning Graduated Plastics
set forth in this Plan, and the Graduated Plastics Schedules attached
hereto, are complete and accurate in all material respects and do not
contain, or will not contain, when delivered, any untrue statement or a
material fact or omit to state a material fact the omission of which would
be misleading to Millennium in connection with this Plan.
4.18 Graduated Plastics Schedules. Graduated Plastics has
delivered to Millennium the following items listed below, hereafter
referred to as the "Graduated Plastics Schedules", which is hereby
incorporated by reference and made a part hereof. A certification executed
by a duly authorized officer of Graduated Plastics on or about the date
within the Plan is executed to certify that the Graduated Plastics
Schedules are true and correct.
(a) Copy of Articles of Incorporation and Bylaws;
(b) Financial Statements;
(c) Resolutions of Board of Directors approving Plan;
(d) Consent of Shareholders approving Plan - All
shareholders consented by executing Agreement and Plan
of Merger;
(e) A schedule showing the name and location of each bank
or other institution with which Graduated Plastics has an account;
(f) A schedule setting forth all material contracts;
(g) A schedule setting forth the shareholders, together
with the number of shares owned beneficially or of record by each (also
attached as Exhibit A);
(h) Officers' Certificate as required by Section 7.2 of the
Plan;
(i) Patents Pending;
(j) Certificate of Good Standing
Section 5
Special Covenants
5.1 Resignation of Directors. At the Closing, all of
Millennium's current officers and directors will resign from their
respective positions, in seriatim.
<PAGE>
5.2 Graduated Plastics Information Incorporated in Millennium's
Reports. Graduated Plastics represents and warrants to Millennium that all
the information furnished under this Plan shall be true and correct in all
material respects and that there is no omission of any material fact
required to make the information stated not misleading. Graduated Plastics
agrees to indemnify and hold Millennium harmless, including each of its
Directors and Officers, and each person, if any, who controls such party,
under any applicable law from and against any and all losses, claims,
damages, expenses or liabilities to which any of them may become subject
under applicable law, or reimburse them for any legal or other expenses
reasonably incurred by them in connection with investigating or defending
any such actions, whether or not resulting in liability, insofar as such
losses, claims, damages, expenses, liabilities or actions arise out of or
are based on any untrue statement, or omission of a material fact contained
in such information delivered hereunder.
5.3 Millennium Information Incorporated in Graduated Plastics's
Reports. Millennium represents and warrants to Graduated Plastics that all
the information furnished under this Plan shall be true and correct in all
material respects and that there is no omission of any material fact
required to make the information stated not misleading. Millennium and the
current officers and directors of Millennium agree to indemnify and hold
Graduated Plastics harmless, including each of its Directors and Officers,
and each person, if any, who controls such party, under any applicable law
from and against any and all losses, claims, damages, expenses or
liabilities to which any of them may become subject under applicable law,
or reimburse them for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such actions,
whether or not resulting in liability, insofar as such losses, claims,
damages, expenses, liabilities or actions arise out of or are based on any
untrue statement, or omission of a material fact contained in such
information delivered hereunder.
5.4 Special Covenants and Representations Regarding the
Exchanged Millennium Stock. The consummation of this Plan and the
transactions herein contemplated, including the issuance of the Millennium
shares in exchange for one hundred percent (100%) of the issued and
outstanding shares of Graduated Plastics to the Shareholders constitutes
the offer and sale of securities under the Securities Act and the
applicable state statutes, which depend, inter alia, on the circumstances
under which the Shareholders acquire such securities. Millennium intends
to rely on the exemption of the registration provision of Section 5 of the
Securities Act as provided for under Section 4.2 of the Securities Act of
1933, which states "transactions not involving a public offering", among
others. Each Shareholder upon submission of his Graduated Plastics shares
and the receipt of the Millennium shares exchanged therefor, shall execute
and deliver to Millennium a letter of investment intent to indicate, among
other representations, that the Shareholder is exchanging the Graduated
Plastics shares for Millennium shares for investment purposes and not with
a view to the subsequent distribution thereof. A proposed Investment
Letter is attached hereto as Exhibit B and incorporated herein by reference
for the general use by the Shareholders, as they may determine.
5.5 Action Prior to Closing. Upon the execution hereof until
the Closing date,
(a) Graduated Plastics and Millennium will (i) perform all
of their obligations under material contracts, leases, insurance policies
and/or documents relating to their assets and business; (ii) use their best
efforts to maintain and preserve their business organization intact, to
<PAGE>
retain their key employees, and to maintain its relationship with existing
potential customers and clients; and (iii) fully comply with and perform in
all material respects all duties and obligations imposed on them by all
federal and state laws and all rules, regulations, and orders imposed by
all federal or state governmental authorities.
(b) Neither Graduated Plastics nor Millennium will (i) make
any change in their Articles of Incorporation or Bylaws except and unless
as contemplated pursuant to Section 3 and Section 5 of this Plan; (ii)
enter into or amend any contract, agreement, or other instrument of the
types described in the parties' schedules, except that a party may enter
into or amend any contract or other instrument in the ordinary course of
business involving the sale of goods or services, provided that such
contract does not involve obligations in excess of $10,000.
Section 6
Conditions Precedent to Obligations of
Graduated Plastics and the Shareholders
All obligations of Graduated Plastics and the Shareholders under
this Plan are subject to the satisfaction, on or before the Closing date,
except as otherwise provided for herein, or waived or extended in writing
by the parties hereto, of the following conditions:
6.1 Accuracy of Representations. The representations and
warranties made by Millennium in this Plan were true when made and shall be
true as of the Closing date (except for changes therein permitted by this
Plan) with the same force and effect as if such representations and
warranties were made at and as of the Closing date; and, Millennium shall
have performed and complied with all aspects of this Agreement, unless
waived or extended in writing by the parties hereto. Graduated Plastics
shall have been furnished with a certificate, signed by a duly authorized
executive officer of Millennium and dated the Closing date, to the
foregoing effect.
6.2 Officers' Certificate. Graduated Plastics and the
Shareholders shall have been furnished with a certificate dated the Closing
date and signed by a duly authorized executive officer of Millennium, to
the effect that no litigation, proceeding, investigation, claim, demand or
inquiry is pending, or to the best knowledge of Millennium, threatened,
which might result in an action to enjoin or prevent the consummation of
the transactions contemplated by this Plan, or which might result in any
material adverse change in the assets, properties, business, or operations
of Millennium, and that this Agreement has been complied with in all
material respects.
6.3 No Material Adverse Change. Prior to the Closing date,
there shall have not occurred any material adverse change in the financial
condition, business or operations of Millennium, nor shall any event have
occurred which, with lapse of time or the giving of notice or both, may
cause or create any material adverse change in the financial condition,
business or operations of Millennium, except as otherwise disclosed to
Graduated Plastics.
<PAGE>
6.4 Opinion of Counsel of Millennium. Millennium shall furnish
to Graduated Plastics and the Shareholders an opinion dated as of the
Closing date and in form and substance satisfactory to Graduated Plastics
and the Shareholders to the effect that:
(a) Millennium is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada, and
with all requisite corporate power to perform its obligations under this
Plan.
(b) The business of Millennium, as presently conducted,
including, upon the consummation hereof, the ownership of all of the issued
and outstanding shares of Graduated Plastics, does not require it to
register it to do business as a foreign corporation on any jurisdiction
other than under the jurisdiction of its Articles of Incorporation or
Bylaws and Millennium has complied to the best of its knowledge in all
material respects with all the laws, regulations, licensing requirements
and orders applicable to its business activities and has filed with the
proper authorities, including the Department of Commerce, Division of
Corporations, and Secretary of State for the State of Nevada, all
statements and reports required to be filed.
(c) The authorized and outstanding capital stock of
Millennium as set forth in Section 3.2 above, and all issued and
outstanding shares have been duly and validly authorized and issued and are
fully paid and non-assessable.
(d) There are no material claims, suits or other legal
proceedings pending or threatened against Millennium of any court or before
or by any governmental body which might materially effect the business of
Millennium or the financial condition of Millennium as a whole and no such
claims, suits or legal proceedings are contemplated by governmental
authorities against Millennium.
(e) To the best knowledge of such counsel, the consummation
of the transactions contemplated by this Plan will not violate or
contravene the provisions of the Certificate of Incorporation or Bylaws of
Millennium, or any contract, agreement, indenture, mortgage, or order by
which Millennium is bound.
(f) This Plan constitutes a legal, valid and binding
obligation of Millennium enforceable in accordance with its terms, subject
to the effect of any bankruptcy, insolvency, reorganization, moratorium, or
similar law effecting creditors' rights generally and general principles of
equity (regardless of whether such principles are considered in a
proceeding in equity or law).
(g) The execution and delivery of this Plan and the
consummation of the transactions contemplated hereby have been ratified by
a majority of the Shareholders of Millennium and have been duly authorized
by its Board of Directors.
<PAGE>
(h) Millennium has not, nor will it undertake any action,
the result of which would endanger the tax-free nature of the Plan.
6.5 Good Standing. Graduated Plastics shall have received a
Certificate of Good Standing from the State of Nevada, dated within ninety
(90) days prior to Closing, but in no event later than ten days subsequent
to the execution hereof certifying that Millennium is in good standing as a
corporation in the State of Nevada.
6.6 Other Items. Graduated Plastics and the Shareholders shall
have received such further documents, certifications or instruments
relating to the transactions contemplated hereby as Graduated Plastics and
the Shareholders may reasonably request.
Section 7
Conditions Precedent to Obligations of Millennium
All obligations of Millennium under this Plan are subject, at its
option, to the fulfillment, before the Closing, of each of the following
conditions:
7.1 Accuracy of Representations. The representations and
warranties made by Graduated Plastics and the Shareholders under this Plan
were true when made and shall be true as of the Closing date (except for
changes therein permitted by this Plan) with the same force and effect as
if such representations and warranties were made at and as of the Closing
date; and, Millennium shall have performed and complied with all aspects of
this Agreement, unless waived or extended in writing by the parties hereto.
Millennium shall have been furnished with a certificate, signed by a duly
authorized executive officer of Graduated Plastics and dated the Closing
date, to the foregoing effect.
7.2 Officers' Certificate. Millennium shall have been furnished
with a certificate dated the Closing date and signed by a duly authorized
executive officer of Graduated Plastics, to the effect that no litigation,
proceeding, investigation, claim, deed, or inquiry is pending, or to the
best knowledge of Graduated Plastics, threatened, which might result in an
action to enjoin or prevent the consummation of the transactions
contemplated by this Plan, or which might result in any material adverse
change in the assets, properties, business, or operations of Graduated
Plastics, and that this Agreement has been complied with in all material
respects.
7.3 No Material Adverse Change. Prior to the Closing date,
there shall have not occurred any material adverse change in the financial
condition, business or operations of Millennium, nor shall any event have
occurred which, with lapse of time or the giving of notice or both, may
cause or create any material adverse change in the financial condition,
business or operations of Graduated Plastics, except as otherwise disclosed
to Millennium.
<PAGE>
7.4 Dissenters' Rights Waived. Shareholders representing one
hundred percent (100%) of the issued and outstanding shares of Graduated
Plastics, and each of them, have agreed and hereby waive any dissenters'
rights, if any, under the laws of the State of Nevada in regards to any
objection to this Plan as outlined herein and otherwise consent to and
agree and authorize the execution and consummation of the within Plan in
accordance to the terms and conditions of this Plan by Graduated Plastics.
7.5 Other Items. Millennium shall have received such further
documents, certifications or instruments relating to the transactions
contemplated hereby as Millennium may reasonably request.
7.6 Execution of Investment Letter. The Shareholders shall have
executed and delivered copies of Exhibit B to Millennium.
Section 8
Termination
8.1 Termination by Graduated Plastics or the Shareholders. This
Plan may be terminated at any time prior to the Closing date by action of
Graduated Plastics or the Shareholders, if Millennium shall fail to comply
in any material respect with any of the covenants or agreements contained
in this Plan, or if any of its representations and warranties contained
herein shall be inaccurate in any material respect.
8.2 Termination by Millennium. This Plan may be terminated at
any time prior to the Closing date by action of Millennium if Graduated
Plastics shall fail to comply in any material respect with any of the
covenants or agreements contained in this Plan, or if any of its
representations or warranties contained herein shall be inaccurate in any
material respect.
8.3 Termination by Mutual Consent
(a) This Plan may be terminated at any time prior to the
Closing date by mutual consent of Millennium, expressed by action of its
Board of Directors, Graduated Plastics or the Shareholders.
(b) If this Plan is terminated pursuant to Section 8, this
Plan shall be of no further force and effect and no obligation, right or
liability shall arise hereunder. Each party shall bare its own costs in
connection herewith.
Section 9
Shareholders' Representative
The Shareholders hereby irrevocably designate and appoint Paul
Branagan, as their agent and attorney in fact (the "Shareholders'
Representative") with full power and authority until the Closing to
<PAGE>
execute, deliver and receive on their behalf all notices, requests and
other communications hereunder; to fix and alter on their behalf the date,
time and place of the Closing; to waive, amend or modify any provisions of
this Plan and to take such other action on their behalf in connection with
this Plan, the Closing and the transactions contemplated hereby as such
agent deems appropriate; provided, however, that no such waiver, amendment
or modification may be made if it would decrease the number of shares to be
issued to the Shareholders under Section 1 hereof or increase the extent of
their obligation to Millennium hereunder, unless agreed in writing by the
Shareholders.
Section 10
General Provisions
10.1 Further Assurances. At any time, and from time to time,
after the Closing date, each party will execute such additional instruments
and take such action as may be reasonably requested by the other party to
confirm or perfect title to any property transferred hereunder or otherwise
to carry out the intent and purposes of the Plan.
10.2 Consolidated Financial Statements. As soon as practicable
after the closing Graduated Plastics and the Shareholders shall cause to
have consolidated financial statements prepared.
10.3 Payments of Costs and Fees. Millennium and Graduated
Plastics shall each bear their own costs and expenses, including any legal
and accounting fees in connection with the negotiation, execution and
consummation of the Plan.
10.4 Press Release and Shareholders' Communications. On the
date of Closing, or as soon thereafter as practicable, Graduated Plastics
and the Shareholders shall cause to have promptly prepared and disseminated
a news release concerning the execution and consummation of the Plan, such
press release and communication to be released promptly and within the time
required by the laws, rules and regulations as promulgated by the United
States Securities and Exchange Commission, and concomitant therewith to
cause to be prepared a full and complete letter to Millennium's
shareholders which shall contain information required by Regulation 240.14f-
1 as promulgated under Section 14(f) as mandated under the Securities and
Exchange Act of 1934, as amended.
10.5 Notices. All notices and other communications required or
permitted hereunder shall be sufficiently given if personally delivered,
sent by registered mail, or certified mail, return receipt requested,
postage prepaid, or by facsimile transmission addressed to the following
parties hereto or at such other addresses as follows:
If to Millennium: Millennium Plastics Corporation
525 South 300 East
Salt Lake City, Utah 84111
<PAGE>
With a copy to: Daniel W. Jackson, Esq.
525 South 300 East
Salt Lake City, Utah 84111
If to Graduated Plastics: Graduated Plastics, Inc.
5631 Pecos
Las Vegas, Nevada 89120
If to the Shareholders: Paul Branagan
5631 Pecos
Las Vegas, Nevada 89120
or at such other addresses as shall be furnished in writing by any party in
the manner for giving notices hereunder, and any such notice or
communication shall be deemed to have been given as of the date so
delivered, mailed, sent by facsimile transmission, or telegraphed.
10.6 Entire Agreement. This Plan represents the entire
agreement between the parties relating to the subject matter hereof,
including any previous letters of intent, understandings, or agreements
between Millennium, Graduated Plastics and the Shareholders with respect to
the subject matter hereof, all of which are hereby merged into this Plan,
which alone fully and completely expresses the agreement of the parties
relating to the subject matter hereof. Excepting the foregoing agreement,
there are no other courses of dealing, understandings, agreements,
representations, or warranties, written or oral, except as set forth
herein.
10.7 Governing Law. This Plan shall be governed by and
construed and enforced in accordance with the laws of the State of Nevada,
except to the extent preempted by federal law, in which event (and to that
extent only) federal law shall govern.
10.8 Tax Treatment. The transaction contemplated by this Plan
is intended to qualify as a "tax-free" reorganization under the provisions
of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
Graduated Plastics and Millennium acknowledge, however, that each are being
represented by their own tax advisors in connection with this transaction,
and neither has made any representations or warranties to the other with
respect to treatment of such transaction or any part or effect thereof
under applicable tax laws, regulations or interpretations; and no
attorney's opinion or tax revenue ruling has been obtained with respect to
the tax consequences of the transactions contemplated by the within Plan.
10.9 Attorney Fees. In the event that any party prevails in any
action or suit to enforce this Plan, or secure relief from any default
hereunder or breach hereof, the nonprevailing party or parties shall
reimburse the prevailing party or parties for all costs, including
reasonable attorney fees, incurred in connection therewith.
<PAGE>
10.10 Amendment of Waiver. Every right and remedy provided
herein shall be cumulative with every other right and remedy, whether
conferred herein, at law or in equity, and may be enforced concurrently or
separately, and no waiver by any party of the performance of any obligation
by the other shall be construed as a waiver of the same or any other
default then, therefore, or thereafter occurring or existing. Any time
prior to the expiration of thirty (30) days from the date hereof, this Plan
may be amended by a writing signed by all parties hereto, with respect to
any of the terms contained herein, and any term or condition of this Plan
may be waived or the time for performance thereof may be extended by a
writing signed by the party or parties for whose benefit the provision is
intended.
10.11 Counterparts. This Plan may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to
be an original, and all of which together shall constitute one and the same
instruments.
10.12 Headings. The section and subsection headings in this
Plan are inserted for convenience only and shall not effect in any way the
meaning or interpretation of the Plan.
10.13 Parties in Interest. Except as may be otherwise expressly
provided herein, all terms and provisions of this Plan shall be binding
upon and inure to the benefit of the parties hereto and their respective
heirs, beneficiaries, personal and legal representatives, and assigns.
IN WITNESS WHEREOF, the parties have executed this Plan and
Agreement of Merger effective the day and year first set forth above.
MILLENNIUM PLASTICS CORPORATION
Attest:
_____________________ By/s/ Donald Mayor
Its President
GRADUATED PLASTICS, INC.
Attest:
_____________________ By /s/ Paul Branagan
Its President
SHAREHOLDERS
Attest:
_____________________ By /s/ Carole Grieco
Carole Grieco
Attest:
_____________________ By /s/ Bradley Grieco
Bradley Grieco
Attest:
_____________________ By /s/ Jefferey Grieco
Jefferey Grieco
Attest:
_____________________ By /s/ Gary Grieco
Gary Grieco
Attest:
_____________________ By /s/ Paul Branagan
Paul Branagan
Attest:
_____________________ By /s/ Gregory Grieco
Gregory Grieco
Attest:
_____________________ By /s/ James and Diane Arnold
James And Diane Arnold
Attest:
_____________________ By /s/ Kathleen Colquhoun
Kathleen Colquhoun
<PAGE>
Attest:
_____________________ By /s/ Donato Grieco
Donato Grieco
Attest:
_____________________ By /s/ Connie Ross
Connie Ross
Attest:
_____________________ By /s/ Michael Burnstein
Michael Burnstein
Attest:
_____________________ By /s/ David Lorenz
David M. Lorenz
Attest:
_____________________ By /s/ John Miller
John Miller
Augeous Partners
Attest:
_____________________ By /s/ Augeous Partners
Transint Consutancy & Holdings
Attest:
_____________________ By /s/ Transint Consutancy & Holdings
Willow Holdings
Attest:
_____________________ By /s/ Willow Holdings
<PAGE>
Event Management Incentives
Attest:
_____________________ By /s/ Event Management Incentives
Kidakus Consulting S.A.
Attest:
_____________________ By /s/ Kidakus Consulting
<PAGE>
NAME AND LOCATION OF GRADUATED PLASTICS, INC.'S
BANK ACCOUNT
BANK OF AMERICA
P.O. BOX 798
WIKTCHITA, KS 67201
SIGNER: PAUL BRANAGAN
<PAGE>
<TABLE>
SHAREHOLDERS OF GRADUATED PLASTICS CORPORATION
Name Shares
<S> <C>
Carole Grieco 100,000
Bradley Grieco 50,000
Jefferey Grieco 50,000
Gary Grieco 50,000
Paul Branagan 250,000
Gregory Grieco 25,000
James And Diane Arnold 50,000
Kathleen Colquhoun 25,000
Donato Grieco 100,000
Connie Ross 50,000
Event Management Incentives 100,000
Kidakus Consulting S.A. 1,200,000
Transint Consutancy & Holdings 500,000
Willow Holdings 400,000
Michael Burnstein 600,000
David M. Lorenz 600,000
John Miller 600,000
Augeous Partners 600,000
TOTAL 6,050,000 Shares
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
Graduated Plastics Public Company
Name Shares Shares
<S> <C> <C>
Carole Grieco 100,000
Bradley Grieco 50,000
Jefferey Grieco 50,000
Gary Grieco 50,000
Paul Branagan 250,000
Gregory Grieco 25,000
James And Diane Arnold 50,000
Kathleen Colquhoun 25,000
Donato Grieco 100,000
Connie Ross 50,000
Event Management Incentives 100,000
Kidakus Consulting S.A. 1,200,000
Transint Consutancy & Holdings 500,000
Willow Holdings 400,000
Michael Burnstein 600,000
David M. Lorenz 600,000
John Miller 600,000
Augeous Partners 600,000
TOTAL 6,050,000
</TABLE>
ARTICLES OF MERGER
OF
MILLENNIUM PLASTICS CORPORATION
a Nevada corporation
and
GRADUATED PLASTICS, INC.
a Nevada corporation
The undersigned corporations, MILLENIUM PLASTICS CORPORATION, a Nevada
corporation ("MPC"), and GRADUATED PLASTICS, INC., a Nevada corporation
("GPI"), do hereby certify:
1. GPI is a corporation duly organized and validly existing under
the laws of the State of Nevada. Articles of Incorporation were originally
filed on August 2, 1999.
2. MPC is a corporation duly organized and validly existing
under the laws of the State of Nevada. Articles of Incorporation were
originally filed on March 31, 1999.
3. GPI and MPC are parties to a Merger Agreement, as amended,
pursuant to which GPI will be merged with and into MPC. Upon completion of
the merger MPC will be the surviving corporation in the merger and GPI will
be dissolved. Pursuant to the Merger Agreement the stockholders of GPI
will receive stock in MPC.
4. The Articles of Incorporation and Bylaws of MPC as existing prior
to the effective date of the merger will be amended and restated as the
Articles of Incorporation and Bylaws of the surviving corporation. The
Amended and Restated Articles of Incorporation are being filed concurrent
with the filing of these Articles of Merger.
5. The complete executed Agreement and Plan of Merger dated as of
November 23, 1999, which sets forth the plan of merger providing for the
merger of GPI with and into MPC is on file at the corporate offices of MPC.
6. A copy of the Merger Agreement will be furnished by MPC on
request and without cost to any stockholder of any corporation which is a
party to the merger.
7. The plan of merger as set forth in the Agreement and Plan of
Merger, has been approved by a majority of the Board of Directors of GPI at
a meeting held November 22, 1999.
8. GPI has 2,750,000 shares of common stock issued,
outstanding and entitled to vote on the merger. At a meeting of the
Shareholders of GPI held November 22, 1999, 2,750,000 shares voted in favor
of the merger.
<PAGE>
9. The plan of merger as set forth in the Agreement and Plan
of Merger, was approved by a majority of the Board of Directors of MPC at a
meeting held November 23, 1999.
10. MPC had 17,100,000 shares of common stock issued, outstanding and
entitled to vote on the merger. At a meeting of the Shareholders held
November 23, 1999, 15,001,000 shares voted in favor of the merger.
11. The manner in which the exchange of issued shares of GPI shall be
affected is set forth in the Agreement and Plan of Merger.
IN WITNESS WHEREOF, the undersigned have executed these Articles of
Merger at Las Vegas, Nevada on December 3, 1999.
MILLENNIUM PLASTICS CORPORATION GRADUATED PLASTICS, INC.
a Nevada corporation a Nevada corporation
By /s/ Donald Mayer By /s/ Paul Branagan
Donald Mayer, President Paul Branagan, President
By /s/ Mark Clayton By /s/ Paul Branagan
Mark Clayton, Secretary Paul Branagan, Secretary
STATE OF UTAH )
) SS:
COUNTY OF Salt Lake )
On December 3, 1999 before me, a Notary Public, personally appeared
Don Mayer who is the President of MILLENNIUM PLASTICS CORPORATION,
and who is personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
authorized capacities and that, by his signatures on the instrument, the
person or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ Anita Patterson
________________________________
Notary Public
STATE OF UTAH )
) SS:
COUNTY OF Salt Lake )
On December 3, 1999 before me, a Notary Public, personally appeared
Mark Clayton who is the Secretary of MILLENNIUM PLASTICS CORPORATION,
and who is personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
authorized capacities and that, by his signatures on the instrument, the
person or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ Anita Patterson
________________________________
Notary Public
STATE OF NEVADA )
) SS:
COUNTY OF CLARK )
On December 3, 1999 before me, a Notary Public, personally appeared PAUL
BRANAGAN who is the President and Secretary of GRADUATED PLASTICS, INC.,
and who is personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
authorized capacities and that, by his signatures on the instrument, the
person or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ Debra Amigone
________________________________
Notary Public
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
MILLENNIUM PLASTICS CORPORATION
We the undersigned President and Secretary of MILLENNIUM PLASTICS
CORPORATION do hereby certify:
That the Board of Directors of said Corporation, at a meeting duly
convened and held on the 23rd day of November, 1999, adopted a resolution
to amend and restate the original Articles as follows:
Article I - NAME
The exact name of this corporation is:
MILLENNIUM PLASTICS CORPORATION
Article II - REGISTERED OFFICE AND RESIDENT AGENT
The registered office and place of business in the State of
Nevada of this corporation shall be located at 1495 Ridgeview Drive, Suite
220, Reno, Nevada. The resident agent of the corporation is MICHAEL J.
MORRISON, whose address is 1495 Ridgeview Drive, Suite 220, Reno, Nevada
89509.
Article III - DURATION
The Corporation shall have perpetual existence.
Article IV - PURPOSES
The purpose, object and nature of the business for which this
corporation is organized are:
(a) To engage in any lawful activity, (b) To carry on such
<PAGE>
business as may be necessary, convenient, or desirable to accomplish
the above purposes, and to do all other things incidental thereto
which are not forbidden by law or by these Articles of Incorporation.
Article V - POWERS
This Corporation is formed pursuant to Chapter 78 of the Nevada
Revised Statutes. The powers of the Corporation shall be those powers
granted by 78.060 and 78.070 of the Nevada Revised Statutes under which
this corporation is formed. In addition, the corporation shall have the
following specific powers:
(a) To elect or appoint officers and agents of the corporation
and to fix their compensation; (b) To act as an agent for any
individual, association, partnership, corporation or other legal
entity; (c) To receive, acquire, hold, exercise rights arising out of
the ownership or possession thereof, sell, or otherwise dispose of,
shares or other interests in, or obligations of, individuals,
association, partnerships, corporations, or governments; (d) To
receive, acquire, hold, pledge, transfer, or otherwise dispose of
shares of the corporation, but such shares may only be purchased,
directly or indirectly, out of earned surplus; (e) To make gifts or
contributions for the public welfare or for charitable, scientific or
educational purposes.
Article VI - CAPITAL STOCK
Section 1. Authorized Shares. The total number of shares which
this corporation is authorized to issue is 50,000,000 shares of Common
Stock of $.001 par value.
Section 2. Voting Rights of Stockholders. Each holder of the
Common Stock shall be entitled to one vote for each share of stock
standing in his name on the books of the corporation.
<PAGE>
Section 3. Consideration for Shares. The Common Stock shall be
issued for such consideration, as shall be fixed from time to time by
the Board of Directors. In the absence of fraud, the judgment of the
Directors as to the value of any property or services received in full
or partial payment for shares shall be conclusive. When shares are
issued upon payment of the consideration fixed by the Board of
Directors, such shares shall be taken to be fully paid stock and shall
be non-assessable. The Articles shall not be amended in this
particular.
Section 4. Stock Rights and Options. The corporation shall have
the power to create and issue rights, warrants, or options entitling
the holders thereof to purchase from the corporation any shares of its
capital stock of any class or classes, upon such terms and conditions
and at such times and prices as the Board of Directors may provide,
which terms and conditions shall be incorporated in an instrument or
instruments evidencing such rights. In the absence of fraud, the
judgment of the Directors as to the adequacy of consideration for the
issuance of such rights or options and the sufficiency thereof shall
be conclusive.
Article VII - MANAGEMENT
For the management of the business, and for the conduct of the affairs
of the corporation, and for the future definition, limitation, and
regulation of the powers of the corporation and its directors and
stockholders, it is further provided:
Section 1. Size of Board. The number of the Board of Directors
shall be four (4). Such number may from time to time be increased or
decreased in such manner as prescribed by the Bylaws. Directors need
not be stockholders.
<PAGE>
Section 2. Powers of Board. In furtherance and not in
limitation of the powers conferred by the laws of the State of Nevada,
the Board of Directors is expressly authorized and empowered:
(a) To make, alter, amend, and repeal the Bylaws subject to the
power of the stockholders to alter or repeal the Bylaws made by the
Board of Directors;
(b) Subject to the applicable provisions of the Bylaws then in
effect, to determine, from time to time, whether and to what extent,
and at what times and places, and under what conditions and
regulations, the accounts and books of the corporation, or any of
them, shall be open to stockholder inspection. No stockholder shall
have any right to inspect any of the accounts, books or documents of
the corporation, except as permitted by law, unless and until
authorized to do so by resolution of the Board of Directors or of the
stockholders of the Corporation;
(c) To authorize and issue, without stockholder consent,
obligations of the Corporation, secured and unsecured, under such
terms and conditions as the Board, in its sole discretion, may
determine, and to pledge or mortgage, as security therefore, any real
or personal property of the corporation, including after-acquired
property;
(d) To determine whether any and, if so, what part of the earned
surplus of the corporation shall be paid in dividends to the
stockholders, and to direct and determine other use and disposition of
any such earned surplus;
(e) To fix, from time to time, the amount of the profits of the
corporation to be reserved as working capital or for any other lawful
purpose;
(f) To establish bonus, profit-sharing, stock option, or other
types of incentive compensation plans for the employees, including
officers and directors, of the corporation, and to fix the amount of
profits to be shared or distributed, and to determine the persons to
participate in any such plans and the amount of their respective
participations.
<PAGE>
(g) To designate, by resolution or resolutions passed by a
majority of the whole Board, one or more committees, each consisting
of two or more directors, which, to the extent permitted by law and
authorized by the resolution or the Bylaws, shall have and may
exercise the powers of the Board;
(h) To provide for the reasonable compensation of its own
members by Bylaw, and to fix the terms and conditions upon which such
compensation will be paid;
(i) In addition to the powers and authority hereinbefore, or by
statute, expressly conferred upon it, the Board of Directors may
exercise all such powers and do all such acts and things as may be
exercised or done by the corporation, subject, nevertheless, to the
provisions of the laws of the State of Nevada, of these Articles of
Incorporation, and of the Bylaws of the corporation.
Section 3. Interested Directors. No contract or transaction
between this corporation and any of its directors, or between this
corporation and any other corporation, firm, association, or other
legal entity shall be invalidated by reason of the fact that the
director of the corporation has a direct or indirect interest,
pecuniary or otherwise, in such corporation, firm, association, or
legal entity, or because the interested director was present at the
meeting of the Board of Directors which acted upon or in reference to
such contract or transaction, or because he participated in such
action, provided that: (1) the interest of each such director shall
have been disclosed to or known by the Board and a disinterested
<PAGE>
majority of the Board shall have, nonetheless, ratified and approved
such contract or transaction (such interested director or directors
may be counted in determining whether a quorum is present for the
meeting at which such ratification or approval is given); or (2) the
conditions of N.R.S. 78.140 are met.
Section 4. Names and Addresses. The name and post office
addresses of the Board of Directors which consists of four (4) person
and who shall hold office until his successors are duly elected and
qualified, is as follows:
NAME ADDRESS
Paul Branagan 4341 Soria Way
Las Vegas, NV 89121
William Lennon 6889 Woodbrook S.E.
Grand Rapids, MI 49546
James Arnold 682 Berkeley Place
N. Westerville, OH 43081
Donato Grieco 39 Tangle Wood Road
Orchard Park, NY 14127
Article VIII - PLACE OF MEETING; CORPORATE BOOKS
Subject to the laws of the State of Nevada, the stockholders and the
directors shall have power to hold their meetings, and the directors shall
have power to have an office or offices and to maintain the books of the
Corporation outside the State of Nevada, at such place or places as may
from time to time be designated in the Bylaws or by appropriate resolution.
Article IX - AMENDMENT OF ARTICLES
The provisions of these Articles of Incorporation may be amended,
altered or repealed from time to time to the extent and in the manner
prescribed by the laws of the State of Nevada, and additional provisions
authorized by such laws as are then in force may be added. All rights
herein conferred on the directors, officers and stockholders are granted
subject to this reservation.
<PAGE>
Article X - LIMITED LIABILITY OF OFFICERS AND DIRECTORS
Except as hereinafter provided, all past, current and/or future
officers and directors of the corporation shall not be personally liable to
the corporation or its stockholders for damages for breach of fiduciary
duty as a director or officer. This limitation on personal liability shall
not apply to acts or omissions which involve intentional misconduct, fraud,
knowing violation of law, or unlawful distributions prohibited by Nevada
Revised Statutes Section 78.300.
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 17,100,000; that
the said changes and amendments have been consented to and approved by a
majority of the stockholders holding at least a majority of stock
outstanding and entitled to vote thereon at a meeting of the Shareholders
held November 23, 1999.
Dated: December 2, 1999
/s/ Donald Mayer
____________________________________
Donald R. Mayer, President
/s/ Mark Clayton
_____________________________________
Mark S. Clayton, Secretary
STATE OF UTAH )
) SS:
COUNTY OF Saltr Lake)
On December 3, 1999, personally appeared before me, a Notary Public,
DONALD R. MAYER, who is the President of MILLENNIUM PLASTICS CORPORATION
and who acknowledged to me that he executed the above instrument on behalf
of the Corporation.
/s/ Anita Patterson
_____________________________________
NOTARY PUBLIC
STATE OF UTAH )
) SS:
COUNTY OF Salt Lake )
On December 3, 1999, personally appeared before me, a Notary Public,
MARK S. CLAYTON, who is the Secretary of MILLENNIUM PLASTICS CORPORATION
and who acknowledged to me that he executed the above instrument on behalf
of the Corporation.
/s/ Anita Patterson
_____________________________________
NOTARY PUBLIC
GRADUATED PLASTICS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
November 15, 1999
<PAGE>
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT 1
BALANCE SHEET 2
STATEMENT OF OPERATIONS 3
STATEMENT OF STOCKHOLDERS' EQUITY 4
STATEMENT OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6-7
<PAGE>
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO.(702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board Of Directors November 16, 1999
Graduated Plastics, Inc.
Las Vegas, Nevada
I have audited the Balance Sheet of Graduated Plastics, Inc., (A
Development Stage Company), as of November 15, 1999, and the related
Statements of Operations, Stockholders, Equity and Cash Flows for the
period August 2, 1999, (inception) to November 15, 1999. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based
on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audit provides
a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Graduated
Plastics, Inc., (A Development Stage Company), at November 15, 1999, and
the results of its operations and cash flows for the period August 2, 1999,
(inception) to November 15, 1999, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #3 to the
financial statements, the Company has no established source of revenue.
This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters are also described in
Note #3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
<PAGE>
<TABLE>
GRADUATED PLASTICS, INC.
(A Development Stage Company)
November 15, 1999
BALANCE SHEET
ASSETS
<S> <C>
CURRENT ASSETS $ 27,500
---------
TOTAL CURRENT ASSETS $ 27,500
---------
OTHER ASSETS $ 0
---------
TOTAL OTHER ASSETS $ 0
---------
TOTAL ASSETS $ 27,500
=========
</TABLE>
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C>
CURRENT LIABILITIES $ 0
---------
TOTAL CURRENT LIABILITIES $ 0
---------
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value
Authorized 10,000,000 shares
Issued and outstanding at
November 15, 1999-None $ 0
Common stock, $.001 par value,
Authorized 25,000,000 shares;
Issued and outstanding at
November 15, 1999-2,750,000 shares $ 2,750
Additional paid-in capital 24,750
Deficit accumulated during
Development stage 0
---------
TOTAL STOCKHOLDER'S EQUITY $ 27,500
---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 25,500
=========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
GRADUATED PLASTICS, INC.
(A Development Stage Company)
August 2, 1999,(Inception) to November 15, 1999
STATEMENT OF OPERATIONS
<S> <C>
INCOME
Revenue $ 0
---------
EXPENSES
Expenses $ 0
---------
TOTAL EXPENSES $ 0
---------
NET LOSS $ 0
=========
Net Loss
Per Share $ .0000
=========
Weighted average
number of common
shares outstanding 2,750,000
=========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
GRADUATED PLASTICS, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
accumulated
Additional during
Common Stock paid-in development
Shares Amount capital stage
<S> <C> <C> <C> <C>
November 3, 1999
issued for services 2,750,000 $2,750 $24,750 $ 0
Net loss, August
2,1999(inception)
to November 15, 1999 0
--------- ------- --------- -----------
Balance,
November 15, 1999 2,750,000 $2,750 $ 24,750 $ 0
========= ======= ========= ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
GRADUATED PLASTICS, INC.
(A Development Stage Company)
August 2, 1999,(Inception) t0 November 15, 1999
STATEMENT OF CASH FLOWS
<S> <C>
Cash Flows from
Operating Activities
Net loss $ 0
Cash Flows from
Investing Activities 0
Cash Flows from
Financing Activities
Issue common stock 27,500
---------
Net increase in cash $ 27,500
Cash,
beginning of period 0
---------
Cash,
end of period $ 27,500
=========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
GRADUATED PLASTICS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 15, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized August 2, 1999, under the laws of the
State of Nevada, as Graduated Plastics, Inc. The Company
currently has no operations and, in accordance with SFAS #7, is
considered a development stage company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and Equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of November 15, 1999.
<PAGE>
GRADUATED PLASTICS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 15, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of
accounting 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
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Reporting on Costs of Start-Up Activities
In April 1998, the American Institute of Certified Public
Accountant's issued Statement of Position 98-5 ("SOP 98-5),
Reporting on the Costs of Start-Up Activities" which provides
guidance on the financial reporting of start-up costs and
organization costs. It requires costs of start-up activities and
organization costs to be expensed as incurred. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998,
with initial adoption reported as the cumulative effect of a
change in accounting principle. With the adoption of SOP 98-5,
there has been little or no effect on the Company's financial
statements.
Depreciation
Depreciation is calculated on the basis of 5 year straight line.
<PAGE>
GRADUATED PLASTICS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 15, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilutive common stock equivalents had been converted to common
stock. As of November 15, 1999, the Company had no dilutive
common stock equivalents such as stock options.
Year End
The Company has selected December 31st as its year-end.
Year 2000 Disclosure
The year 2000 issue is the result of computer programs being
written using two digits rather than four to define the
applicable year. Computer programs that have time sensitive
software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in a system failure or
miscalculations causing disruption or normal business activities.
Since the Company currently has no operating business and does
not use any computers, and since it has no customers, suppliers
or other constituents, there are no material Year 2000 concerns.
NOTE 3 - INCOME TAXES
There is no provision for income taxes as the Company was just
incorporated on August 2, 1999 and has not yet filed a tax
return.
<PAGE>
GRADUATED PLASTICS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 15, 1999
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of Graduated Plastics, Inc. consists
of 25,000,000 shares with a par value of $0.001 per share.
Preferred Stock
The authorized preferred stock of Graduated Plastics, Inc.
consists of 10,000,000 shares with a par value of $0.001 per
share.
On November 3, 1999, the Company issued 2,750,000 shares of its
$0.001 par value common stock for $0.01 per share or cash
consideration of $27,500.
On August 26, 1999, the State of Nevada approved the Company's
restated Articles of Incorporation, which added to its
capitalization 10,000,000 preferred shares. The par value of the
preferred shares was $0.001.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
However, the Company does not have significant cash or other
material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it
to continue as a going concern. It is the intent of the Company
to seek a merger with an existing, operating company. Until that
time, the stockholders/officers and or directors have committed
to advancing the operating costs of the Company interest free if
necessary.
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GRADUATED PLASTICS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 15, 1999
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns or leases any real or personal property.
Office services are provided without charge by a director. Such
costs are immaterial to the financial statements and,
accordingly, have not been reflected therein. The officers and
directors of the Company are involved in other business
activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to issue any
additional shares of common or preferred stock of the Company.
NOTE 8 - SUBSEQUENT EVENTS
On November 16, 1999, the Company completed a transaction with
Solplax Limited of Galway, Ireland, wherein the Company was
Assigned U.S. Patent No. 5,948,848 in exchange for the payment to
Solplax Limited of a 5% quarterly royalty payment. The royalty
payment is based upon the Net Receipts received by the Company
from all sales and licenses generated by the Company with regards
to the Patent or other intellectual property assigned to the
Company from Solplax Limited.
PATENT ASSIGNMENT AND ROYALTY AGREEMENT
THIS PATENT ASSIGNMENT AND ROYALTY AGREEMENT, consisting of seven pages
(hereinafter the "Agreement") is made and entered into as of the 30th day
of September, 1999 by and between Solplax Limited, of Galway, Ireland
(hereinafter "Assignor") and Graduated Plactics, Inc., a Nevada Corporation
(hereinafter "Assignee"), collectively referred to herein as the "Parties."
As authorized by: Bayan Oleg Thadius Giltsoff.
RECITALS
WHEREAS, Assignor is the owner of United States Patent - 5,948,848 a
patent for Biodegradable plastics - material and a method for its
manufacture, ("Patent"), as more specifically described in the Patent
attached as Exhibit A, and the associated Trademarks, Service Marks and any
patents currently pending as described in Exhibit B.
WHEREAS, Assignor is the owner of the Patent and patent pendings, as
set forth in attached Exhibit A and Exhibit B, along with any associated
trademarks (hereinafter collectively referred to as the "Intellectual
Property").
WHEREAS, Assignee is a Nevada corporation which has been formed for
purposes of manufacturing plactics in North America.
WHEREAS, Assignee wishes to use the Intellectual Property, and through
this Agreement seeks a grant from Assignor to utilize the Intellectual
Property in the manufacture, distribution and general marketing of its
plactics and any products associated therewith.
WHEREAS, Assignor is desirous of receiving royalties from Assignee in
exchange for granting to Assignee the Intellectual Property.
BASED UPON THE FOREGOING, and the mutual promises and covenants
contained herein, the Parties agree as follows:
1. Grant of Assignment. Subject to Assignee's full and faithful
performance of the terms and conditions of this Patent Assignment and
Royalty Agreement the Assignor hereby grants and the Assignee accepts the
Assignment of Patent.
2. Uses of Intellectual Property. The Assignee may use Intellectual
Property identified in attached Exhibit A and Exhibit B in, on and for
Assignee's exclusive rights.
3. Territory of Use. Assignee shall be entitled to make use of the
Intellectual Property in the manner prescribed herein only in the United
States of America. The foregoing notwithstanding, the Assignee may use the
Intellectual Property for advertising, worldwide.
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4. Expansion of Territory. Subject to the Assignee's full and faithful
performance of its obligations under this Agreement, the Assignor shall
enter into good faith negotiations with Assignee for additional Exclusive
Territory from time to time.
5. Term. The term of this Agreement shall be in perpetuity from the
date of execution hereof, subject to the Parties' termination rights as set
forth herein. Provided Assignee is not in default in its obligation under
this Patent Assignment and Royalty Agreement.
6. Consideration. As consideration for the Assignor's grant of the
Intellectual Property and Patents as described in Exhibit A and Exhibit B,
Assignee agrees that Assignor will pay to Assignor, on a quarterly basis,
an amount equal to five percent (5%) of the Net Receipts received by
Assignee.
6.1 "Net Receipts" means the gross receipts actually received by
Company or its affiliates from all Sales and Licenses of the Intellectual
Property, less the following amounts.
A. Taxes on sale or license, such as sales, use, excise, value-added
and other taxes.
B. Amounts reimbursed by customers, consumers, such as for insurance,
shipping, handling and similar charges.
C. Sales commissions, similar fees, compensation and related costs
paid to sales representatives.
D. Promotional amounts, such as credits, cash discounts, freight
discounts, rebates, promotional allowances or similar items to customers
and any receipts from copies supplied for promotional purposes to the
press, trade, sales representatives or potential customers.
E. Amounts for replacements or revisions, including any receipts from
copies of the Intellectual Property which are distributed by Company to
customers as replacement or replacement, whether provided under a warranty
or maintenance policy or otherwise.
F. Amounts for returns, such as credits, refunds or allowances.
G. Currency exchange fees incurred by Company with respect to
receipts other than in United States dollars.
H. Receipts from distress sales, which are defined as any Sale of the
Intellectual Property for the primary purpose of reducing inventory which
is made at a price less than or equal to thirty percent (30%) of the most
recently announced wholesale price of Company.
I. Unrepatriated amounts, which are receipts by Assignee or its
affiliates that cannot be repatriated to the United States because of
currency control or similar laws. Such amounts will become "received by
Assignee or its affiliates" when freed from such laws.
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6.2. Enforcement Assistance. As further consideration for the grant
of the Intellectual Property, Assignee hereby agrees that it will aid and
assist the Assignor in the policing and enforcement of the Intellectual
Property rights, and will cooperate with Assignor in the identification and
prosecution of infringers; which costs shall be borne by Assignor.
6.3. Forbearance from Challenge of Rights. As further consideration
for this grant of Intellectual Property, Assignee agrees that it will at no
time during the term of this Agreement or thereafter, engage in any
activity or legal proceeding, or aid or assist others in such activity or
proceeding, which would seek to challenge Assignor's right, title, and
interest in its Intellectual Property as defined herein.
7. Representations and Warranties.
7.1. Assignor's Covenants. Assignor has the good faith
belief, and represents and warrants that it:
7.1.1 has the exclusive right, title, and interest in and to the
Intellectual Property inclusive of those patents set forth and
described in Exhibit A and B;
7.1.2 has no knowledge, actual or constructive, of any past or
continuing infringements, alleged or otherwise, against or upon
the patents by any persons in the areas of its use;
7.1.3 has properly maintained the Intellectual Property;
7.1.4 has not assigned, licensed, sublicensed or otherwise
transferred any interest in and to the Patent or the Intellectual
Property to any third person ; and
7.1.5 will reasonably prosecute infringers of the Intellectual
Property when, at the Assignor's sole discretion and at its sole cost
and expense, enforcement is appropriate and necessary to preserve
Assignor's right, title and interest in and to the Patent.
8. Assignee's Covenants. Assignee will use its best efforts to
develop, manufacture, distribute, and promote its products
utilizing the Intellectual Property.
9. Indemnifications.
9.1 Indemnification by Assignor. Assignor shall defend, indemnify
and hold Assignee and all of Assignee's directors, officers, employees,
agents, affiliates, subAssignees, successors and assigns (collectively the
"Assignee's Protected Parties") harmless from and against any and all
liabilities, losses, claims, causes of action, suits, damages (including
incidental or consequential damages) and expenses, including reasonable
attorneys' fees and expenses, for which Assignee may become liable or may
incur, or be compelled to pay by reason of:
9.1.1 Assignee's use of the Intellectual Property;
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9.1.2 claims of infringement related to the Intellectual
Property; and
9.1.3 any instruction, request, demand, suggestion or other
proposal relating to the Intellectual Property made by Assignor.
9.2 Indemnification by Assignee. In addition to any indemnification
provided under any other agreement entered between these Parties, the
Assignee shall defend, indemnify and hold the Assignor and all of the
Assignor's directors, officers, employees, agents, affiliates, servants or
representatives (collectively, "Assignor's Protected Parties") harmless
from and against any and all liabilities, losses, claims, causes of action,
suits, damages (including incidental and consequential damages) and
expenses, including reasonable attorneys' fees and expenses, losses for
which Assignor or any of Assignor's Protected Parties become liable or may
incur, or be compelled to pay by reason of Assignee's manufacture,
production, distribution, or marketing by the Assignee for any negligence,
error or omission caused by the Assignee.
10. Termination.
10.1 Termination for Breach. Without prejudice to any other rights or
remedies available to either Party to this Patent Assignment and Royalty
Agreement or pursuant to law or equity, either Party shall have the right
to terminate this Agreement upon sixty (60) days prior written notice to
the other if either Party commits a material breach of this Agreement, or
after receiving written notice of such breach fails to:
10.1.1 cure the breach within thirty (30) days after expiration
of sixty (60) day notice provided above;
10.1.2 demonstrate that they are proceeding in good faith toward
a cure of the breach and have been prevented from completing such cure
by force majeure cause.
10.2 Termination by Mutual Consent. The Agreement may be terminated
upon thirty (30) days notice by the mutual consent of the Parties.
11. Arbitration Clause. Any controversy or claim relating to this
Agreement (other than a request for injunctive relief), including any
controversy or claim as to the arbitratibility of any controversy or claim
and any claim for rescission, shall be settled in the County of Clark,
State of Nevada, in accordance with the then rules of the American
Arbitration Association, and judgment upon an award rendered in such
arbitration may be entered in any court having jurisdiction of the matter.
12. Effect of Termination. Upon the termination of this Patent
Assignment and Royalty Agreement, any rights of Assignee granted hereunder
shall terminate and automatically revert to Assignor, and Assignee shall
reasonably cooperate with Assignor to record the expiration or termination
of this Agreement with the appropriate governmental offices. After
termination, Assignee shall have one hundred eighty (180) days to effect
the change of all trade usage of the Intellectual Property. Notwithstanding
any other provision of this Agreement, upon the expiration or termination
of this Agreement.
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13. Relationship of the Parties. The relationship of Assignor to the
Assignee is that of independent contracting Parties and neither the
Assignee nor its agents or employees shall be considered employees, agents,
servants or representatives of the Assignor. This Agreement shall not be
construed as authority for either Party to act for the other Party in an
agency or other capacity, or to make commitments of any kind for the
account of or on behalf of the other, except to the extent of and for the
purposes provided herein; nor shall this Agreement be interpreted to create
a partnership or joint venture.
14. Governmental Approvals and Taxes. Each party to this Agreement
shall pay their own fees relating to governmental approvals or taxes
relating to the income derived as the result of this Agreement.
15. Notice. All notices, consents, approvals or other documents
required to be given or delivered under this License Agreement shall be
given in writing either by personal delivery or certified mail, return
receipt requested.
Any written notice to Assignor shall be delivered to:
Solplax Limited
President
Any written notice to Assignee shall be delivered to:
Graduated Plactics
Paul Branagan, President
copy to:
Donald J. Stoecklein
Sperry Young & Stoecklein
1850 E. Flamingo Rd. Suite 111
Las Vegas, Nevada 89119
16. Governing Law. This License Agreement shall be governed by the
laws of the State of Nevada.
17. Construction. For purposes of this Agreement, the language
herein shall be deemed to be the language of both Parties, and neither
Party shall be deemed to be the Drafting Party.
18. Attorneys' Fees. In any action or controversy arising out of or
relating to this Agreement, the Prevailing Party shall be entitled to its
reasonable attorneys' fees and costs.
<PAGE>
19. Definitions. Whether used with upper or lower case initial
letters, the following terms will have the following meanings when used
herein:
19.1 "Patent" shall mean Assignor's rights to the Patent as used in
Assignor's Federal Registrations and Applications:
U.S. Patent No. 5,948,848
together with such other common law rights as the Assignor may possess.
19.2 "Intellectual Property" shall mean any rights resulting from
Assignor creation, perfection, use of the Patent and Patents Pending,
as more fully described in attached Exhibit A and Exhibit B, which
list may be modified from time to time by written agreement of the
Parties.
20. Integration. This Agreement constitutes the entire understanding
between the Parties with respect to the subject matter herein, and shall
supersede any pre-existing agreements and understandings between the
Parties whether written or oral; provided, however, that to the extent that
a conflict exists with respect to matters concerning the Patent,
Intellectual Property or the use thereof, this Agreement shall control.
21. Successors in Interest. The rights and obligations of the Parties
hereto shall inure to the benefit of, and be binding upon and enforceable
against the respective successors and assigns of the Parties.
22. Waiver. No waiver by any Party of any breach of any provision
herein shall constitute a waiver of any other breach of that or any other
provision hereof.
23. Severability. The invalidity of any provisions of this Agreement
or portion of a provision shall not affect the validity of any other
provision of this Agreement, nor the remaining portion of the applicable
provision.
24. Headings. Headings contained in this Agreement are for the
convenience of reference only and shall not affect the meaning or
interpretation of this Agreement.
25. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original, and all
such counterparts shall constitute one instrument.
26. Amendments. This Patent Assignment and Royalty Agreement shall not
be modified or amended except pursuant to an instrument in writing executed
by a duly authorized agent of each of the Parties to this Agreement.
WHEREFORE, this Agreement has been executed on the date first above written
in Las Vegas, Nevada.
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Graduated Plactics, Inc. Solplax Limited
A Nevada Corporation
/s/ Paul Branagan /s/ Solplax Limited
Signature Signature
President
Printed Name/Title Printed Name/Title
9/30/99 9/30/99
Date Date
Approved by:
/s/ Bayan Oleg Thadius Giltsoff
____________________________________
Bayan Oleg Thadius Giltsoff
