UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Chattown.com Network, Inc.
(formerly Vaxcel, Inc.)
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(Name of Issuer)
Common Stock, par value $0.001
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(Title of Class of Securities)
162467 10 4
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(CUSIP Number)
Thomas Clay, President
200 South Washington Boulevard, Suite 9
Sarasota, Florida 34236
(941) 957-1009
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(Name, address and telephone number of person
authorized to receive notices and communications)
July 28, 2000
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
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SCHEDULE 13D
CUSIP No. 162467 10 4 Page 1 of 3 Pages
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A-Z Professional Consultants, Inc., n.k.a. World Alliance Consulting,Inc.
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP
(A) (x)
(B) ( )
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E). [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
A-Z Professional Consultants, Inc., n.k.a. World Alliance
Consulting, Inc. is a Utah corporation.
7) SOLE VOTING POWER 6,075,000
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER - 0 -
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 6,075,000
PERSON WITH
10) SHARED DISPOSITIVE POWER - 0 -
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,075,000
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.21 %
14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 162467 10 4 Page 2 of 3 Pages
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allen Wolfson
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP
(A) (x)
(B) ( )
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E). [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Allen Wolfson is an individual and resident of the State of Utah
7) SOLE VOTING POWER - 0 -
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER 6,075,000
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER - 0 -
PERSON WITH
10) SHARED DISPOSITIVE POWER 6,075,000
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,075,000
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.21 %
14) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 162467 10 4 Page 3 of 3 Pages
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BonnieJean C. Tippetts
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP
(A) (x)
(B) ( )
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E). [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
BonnieJean C. Tippetts is an individual and resident of the State of Utah.
7) SOLE VOTING POWER - 0 -
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER 6,075,000
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER - 0 -
PERSON WITH
10) SHARED DISPOSITIVE POWER 6,075,000
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,075,000
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.21 %
14) TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
This schedule relates to the common stock, par value $0.001 per share, of
Chattown.com, Network, Inc. ("Common Stock"). Chattown.com Network Inc., a
Delaware corporation is a corporation with principal executive offices at 200
South Washington Boulevard, Suite 8, Sarasota, Florida 34236 ("Issuer").
Item 2. Identity and Background
(a) This statement is filed by A-Z Professional Consultants, Inc. (now known as
World Alliance Consulting, Inc.) ("A-Z Professional"), Allen Wolfson
("Wolfson"), and BonnieJean C. Tippetts ("Tippetts").
(b) The principal business address for A-Z Professional, Wolfson, and Tippetts
is 268 West 400 South, Salt Lake City, Utah, 84101.
(c) A-Z Professional is a Utah consulting company. Wolfson is the sole
shareholder and 100% owner of A-Z Professional. Tippetts is the President
of A-Z Professional.
(d) A-Z Professional, Wolfson, and Tippetts have not been convicted in a
criminal proceeding during the last five years.
(e) During the last five years, A-Z Professional, Wolfson, and Tippetts, have
not been a party to a civil proceeding that resulted in a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
A-Z Professional transferred or conveyed 2,850,000 shares of the Issuer's common
stock pursuant to a Stock Purchase Agreement between A-Z Professional
Consultants, Inc. (now known as World Alliance Consulting, Inc.), and
CyberAmerica Corporation dated July 18, 2000, attached hereto as Exhibit "A" and
incorporated herein by reference. Closing of this transaction and final approval
by the respective boards of the involved corporations took place on July 28,
2000 by agreement of the parties. This Stock Purchase Agreement provides as
follows:
In exchange for the transfer of 2,850,000 shares of the common stock
of the issuer, A-Z acquired 100% of CyberAmerica's interest in the
following corporations, the primary assets of which consist of raw
land in the states of Nevada and Utah: Oasis International
Corporation, Adobe Hills II, L.L.C., Diversified Holdings II, Inc.,
Diversified Holdings III, Inc., Diversified Holdings V, Inc.,
Diversified Land and Cattle Co., Great Basin Water Corporation,
Lexington 3 Mile East Terrace Mountain Estates, Inc., Lexington 4 Mile
East Terrace Mountain Estates, Inc., and Lexington One Mile East
Little Pigeon Mountain Estates, Inc..
A-Z Professional agreed to transfer 125,000 shares of the Issuer's common stock
to settle obligations that it had to Ronald Friedman and to transfer 125,000
shares of the Issuer's common stock to settle obligations that is had to Reid
Friedman. 250,000 shares were also transferred to Richard Maus for services
provided to A-Z Professional. Final approval of these debt settlements was made
by A-Z Professional's Board of Directors and authorization has been forwarded to
the Issuer's transfer agent to carry out these transfers.
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Item 4. Purpose of Transaction
The following discussion states the purpose or purposes of the transfer of the
Issuer's securities and describes any plans or proposals resulting in material
transactions with the Issuer. A-Z Professional transferred its shares of the
Issuer's common stock to acquire raw land for future development, to settle
outstanding obligations of A-Z Professional and to carry out the terms of an
Agreement entered into between the Issuer and A-Z Professional.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of class of securities identified
pursuant to Item 1 beneficially owned by each person named in Item 2 may be
found in rows 11 and 13 of the cover page.
(b) The powers of the reporting person identified in the preceding paragraph has
relative to the shares discussed herein may be found in rows 7 through 10 of the
cover page.
(c) There were no transactions in the class of securities reported on that were
effected during the last sixty days aside from those discussed herein.
(d) No person aside from the reporting person listed herein has the right to
receive or power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None.
Item 7. Material to Be Filed as Exhibits.
Stock Purchase Agreement, July 18, 2000, CyberAmerica Corporation and World
Alliance Consulting, Inc. four pages.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: 15 Aug 2000 A-Z Professional Consultants, Inc.
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a Utah corporation
By: /s/ BonnieJean C. Tippetts
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BonnieJean C. Tippetts
Its: President
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Date: 8/15/00 Allen Wolfson
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an individual
By: /s/ Allen Wolfson
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Allen Wolfson
Date: 15 Aug 2000 BonnieJean C. Tippetts
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an individual
By: /s/ BonnieJean C. Tippetts
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BonnieJean C. Tippets
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061)
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