UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Chattown.com Network, Inc. f/k/a 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)
Richard D. Surber, 268 West 400 South,
Salt Lake City, Utah 84101 (801) 575-8073 Ext. 106
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(Name, address and telephone number of person
authorized to receive notices and communications)
March 24, 2000
--------------
(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 the subject of this Schedule 13A, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
<PAGE>
SCHEDULE 13D/A
CUSIP No. 162467 10 4 Page 2 of 13 Pages including exhibits
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A-Z Professional Consultants, 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
WC
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. is incorporated in the State of Utah
7) SOLE VOTING POWER 9,425,000
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER 0
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 9,425,000
PERSON WITH
10) SHARED DISPOSITIVE POWER 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,425,000 Mr. Wolfson is the 100% owner of A-Z Professional Consultants, Inc.
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.1%
14) TYPE OF REPORTING PERSON
CO - A-Z Professional Consultants, Inc.
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SCHEDULE 13D/A
CUSIP No. 162467 10 4 Page 3 of 13 Pages including exhibits
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allen Z. 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
AF
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 Z. Wolfson is an individual resident of the State of Utah
7) SOLE VOTING POWER 0
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER 9,425,000
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 0
PERSON WITH
10) SHARED DISPOSITIVE POWER 9,425,000
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,425,000 Mr. Wolfson as the 100% owner of A-Z Professional Consultants, Inc.
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.1%
14) TYPE OF REPORTING PERSON
IN - Allen Z. Wolfson
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SCHEDULE 13D/A
CUSIP No. 162467 10 4 Page 4 of 13 Pages including exhibits
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
AF
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 resident of the State of Utah
7) SOLE VOTING POWER 0
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER 9,425,000
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 0
PERSON WITH
10) SHARED DISPOSITIVE POWER 9.425,000
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,425,000 Ms. Tippetts is the President of A-Z Professional Consultants, Inc.
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.1%
14) TYPE OF REPORTING PERSON
IN - BonnieJean C. Tippetts
<PAGE>
Item 1. Security and Issuer
This schedule relates to common stock, par value $0.001 per share, of
Chattown.com Network, Inc. f/k/a Vaxcel, Inc. ("Common Stock"). Chattown.com
Network, Inc. ("Chattown.com") is a Delaware corporation with its current
principal offices at 268 West 400 South, Suite 300, Salt Lake City, Utah 84101.
Chattown.com and A-Z Professional Consultants, Inc. have entered into a Stock
Cancellation Agreement for 200,000 shares of the common stock of Chattown.com, a
copy of this Agreement is attached hereto.
Item 2. Identity and Background
(a) This schedule is filed by A-Z Professional Consultants, Inc., a Utah
corporation ("A-Z"), BonnieJean C. Tippetts, an individual resident of Utah
("Tippetts") and Allen Z. Wolfson, an individual resident of Utah ("Wolfson").
(b) The business address for A-Z, Tippetts, and Wolfson is 268 West 400 South,
Salt Lake City, Utah 84101.
(c) The principal business of A-Z and Wolfson is providing financial and
business consulting services, Tippetts serves as the President of A-Z.
(d) A-Z, Tippetts and Wolfson have not been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) during the last five
years.
(e) During the last five years A-Z, Tippetts and Wolfson have never 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 of finding any violation with respect to
such laws.
(f) A-Z is a Utah corporation, Wolfson is an individual resident of Utah,
Tippetts is an individual resident of Utah.
Item 3. Source and Amount of Funds or Other Consideration
The 200,000 shares of Chattown.com to be returned to Chattown.com are the
impetus for filing this schedule were acquired by A-Z from Cytrx Corporation,
pursuant to a Stock Acquisition Agreement dated June 2, 1999.
Item 4. Purpose of Transaction
The following discussion states the purpose or purposes of the transaction
in the securities of the issuer and describes any plans or proposals resulting
in material transactions with Chattown.com Network, Inc. A-Z is a financial
consulting firm that specializes in assisting private companies in becoming
public, debt settlement and other business related services. Chattown.com is
currently a public shell with no operations.
A-Z agreed to cancel or return 200,000 shares of its Chattown.com common stock
to facilitate Chattown.com's acquisition of Value Plus Marketing, Inc. and to
protect A-Z's remaining 26.7% share interest from the potential negative effects
of a reverse split. Accordingly, Chattown.com in consideration for its agreement
to not effect any reverse splits for a period of 24 months will either cancel
the 200,000 shares or take them into its treasury. As a result of the agreement
with the new shareholders and the cancellation of shares, A-Z's ownership
interest shall decrease from 87.5% to approximately 26.7% on April 10, 2000.
<PAGE>
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 A-Z Professional, Tippetts and Wolfson
may be found in rows 7 - 11 and 13 of the cover page.
(b) The powers that A-Z, Tippetts and Wolfson have relative to the shares
discussed herein may be found in rows 7 through 10 of the cover page. The
quantity of shares owned by A-Z is 9,425,000 shares of Common Stock which were
acquired pursuant to the Agreement dated June 2, 1999.
(c) There were no transactions in the class of securities reported on that were
effected during the last sixty days aside from those discussed in Item 4.
(d) Wolfson has the right to receive or power to direct the receipt of dividends
from, or the proceeds from the sale of, such securities. Wolfson owns 100% of
A-Z. Tippetts is the President of A-Z.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
There are currently no contracts, arrangements, understandings or
relationships with respect to securities of Chattown.com and A-Z, Tippetts
and/or Wolfson.
Item 7. Material to Be Filed as Exhibits.
A. Attached as Exhibit A is a copy of the Stock Cancellation Agreement
dated March 24, 2000 between A-Z Professional and Chattown.com Network, Inc..
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.
A-Z Professional Consulting Group, Inc.
Date:2/24/00 /s/ BonnieJean C. Tippetts
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BonnieJean C. Tippetts, President
Allen Z. Wolfson
Date:2/24/00 /s/ Allen Z. Wolfson
-----------------------------------
BonnieJean C. Tippetts
Date:2/24/00 /s/ BonnieJean C. Tippetts
-----------------------------------
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).
<PAGE>
EXHIBIT A
STOCK CANCELLATION AGREEMENT
THIS STOCK CANCELLATION AGREEMENT, dated as of March 24, 2000, by and among
Chattown.com Network, Inc., a Delaware corporation ("Chattown"), and A-Z
Professional Consultants, Inc., a Utah corporation ( "A-Z").
W I T N E S S E T H:
-------------------
WHEREAS, A-Z owns Nine Million Six Hundred Twenty Five Thousand (9,625,000)
of the shares of common stock of Chattown.com Network, Inc., a Delaware
corporation, and
WHEREAS, Chattown has entered into an agreement to acquire a controlling
interest in a corporation known as Value Plus Marketing, Inc. ; and
WHEREAS, to facilitate the purchase of Value Plus, Chattown needs to reduce
the number of its outstanding and issued shares of common stock and A-Z in
consideration of the provisions of this Agreement has agreed to cancel Two
Hundred Thousand (200,000) of its shares of the common stock of Chattown; and
WHEREAS, Chattown has agreed in exchange for the agreement of A-Z to cancel
a number of shares of the common stock, $.001 par value, of Chattown, that
Chattown shall not effect a reverse split of its common stock, $.001 par value
for a period of 24 months from the closing date of the Acquisition Agreement for
Value Plus Marketing, Inc.
NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties and agreements set forth herein, the parties hereto
agree as follows:
ARTICLE I
CANCELLATION OF SHARES
1.1 Cancellation of Shares. Subject to the terms and conditions of this
Agreement, on the Closing Date (as hereinafter defined):
(a) A-Z shall surrender and deliver to Chattown Two Hundred Thousand
(200,000) shares of Chattown Common Stock, $.001 par value for cancellation by
Chattown, including all necessary and required forms and papers to carry out the
transfer and cancellation of said shares of Chattown Common Stock; and
(b) Chattown agrees and covenants with A-Z that it will not conduct a
reverse split of its Common Stock, $.001 par value, for a period of not less
that twenty four (24) months from the closing hereof; and
Page 7 of 13
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1.2 Time and Place of Closing. The closing of the transactions contemplated
hereby (the "Closing") shall take place at the offices of Chattown immediately
subsequent to the closing of the Acquisition Agreement whereby Chattown acquires
control of Value Plus Marketing, Inc.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS OF Chattown
Chattown represents and warrants to A-Z that now and/or as of the Closing:
2.1 Capitalization. The authorized capital stock of Chattown immediately
prior to giving effect to the transactions contemplated hereby consists of
2,000,000 shares of preferred stock, none of which have been issued, and
200,000,000 shares of common stock of which 10,994,656 shares of common stock
are issued and outstanding as of the date hereof.
2.2 Compliance with Law.
(a) Neither Chattown nor any Subsidiary is conducting its respective
business or affairs in material violation of any applicable federal, state or
local law, ordinance, rule, regulation, court or administrative order, decree or
process, or any requirement of insurance carriers. Neither Chattown nor any
Subsidiary has received any notice of violation or claimed violation of any such
law, ordinance, rule, regulation, order, decree, process or requirement.
(b) Each of Chattown and the Subsidiaries is in compliance in all material
respects with all applicable federal, state, local and foreign laws and
regulations relating to the protection of the environment and human health.
There are no claims, notices, actions, suits, hearings, investigations,
inquiries or proceedings pending or, to the knowledge of the Company, threatened
against the Company or any of the Subsidiaries that are based on or related to
any environmental matters or the failure to have any required environmental
permits, and there are no past or present conditions that the Company has reason
to believe are likely to give rise to any material liability or other
obligations of the Company or any Subsidiary under any environmental laws.
2.3 Ordinary Course. Chattown and the Subsidiaries has conducted its
business, maintained its real property and equipment and kept its books of
account, records and files, substantially in the same manner as previously
conducted, maintained or kept and solely in the ordinary course; it being
understood and acknowledged that the Company is a publicly reporting shell with
no operation.
2.4 Litigation. (a) there is no claim, dispute, action, suit, proceeding or
investigation pending or, to the knowledge of Chattown, threatened, against or
affecting the business of Chattown or any Subsidiary, or challenging the
validity or propriety of the transactions contemplated by this Agreement, at law
or in equity or admiralty or before any federal, state, local, foreign or other
governmental authority, board, agency, commission or instrumentality, nor to the
knowledge of Chattown, has any such claim, dispute, action, suit, proceeding or
investigation been pending or threatened, during the 12-month period preceding
the date hereof; (b) there is no outstanding judgment, order, writ, ruling,
injunction, stipulation or decree of any court, arbitrator or federal, state,
local, foreign or other governmental authority, board, agency, commission or
instrumentality, against or materially affecting the business of Chattown or any
Subsidiary; and (c) neither Chattown nor any Subsidiary has received any written
or verbal inquiry from any federal, state, local, foreign or other governmental
authority, board, agency, commission or instrumentality concerning the possible
violation of any law, rule or regulation or any matter disclosed in respect of
its business.
Page 8 of 13
<PAGE>
2.5 Certificate of Incorporation and By-laws; Minute Books. The copies of
the Certificate of Incorporation and By-laws (or similar governing documents) of
Chattown and each Subsidiary, and all amendments to each are true, correct and
complete. The minute books of Chattown and each Subsidiary contain true and
complete records of all meetings and consents in lieu of meetings of their
respective Board of Directors (and any committees thereof), or similar governing
bodies, since the time of their respective organization. The stock books of
Chattown and each Subsidiary are true, correct and complete.
ARTICLE III
INDEMNIFICATION
3.1 Indemnity of A-Z. Chattown hereto agrees to defend, indemnify and hold
harmless A-Z from and against, and to reimburse A-Z with respect to, all
liabilities, losses, costs and expenses, including, without limitation,
reasonable attorneys' fees and disbursements, asserted against or incurred by
A-Z by reason of, arising out of, or in connection with any material breach of
any representation, warranty or covenant contained in this Agreement made by
Chattown or in any document or certificate delivered by Chattown pursuant to the
provisions of this Agreement or in connection with the transactions contemplated
thereby.
3.2 Indemnity of Chattown. A-Z agrees to defend, indemnify and hold
harmless Chattown from and against, and to reimburse Chattown with respect to,
all liabilities, losses, costs and expenses, including, without limitation,
reasonable attorneys' fees and disbursements, asserted against or incurred by
Chattown by reason of, arising out of, or in connection with any material breach
of any representation or warranty contained in this Agreement and made by A-Z or
in any document or certificate delivered by A-Z pursuant to the provisions of
this Agreement or in connection with the transactions contemplated thereby.
3.3 Indemnification Procedure.
A party (an "Indemnified Party") seeking indemnification shall give prompt
notice to the other party (the "Indemnifying Party") of any claim for
indemnification arising under this Article 3. The Indemnifying Party shall have
the right to assume and to control the defense of any such claim with counsel
reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own
cost and expense, including the cost and expense of reasonable attorneys' fees
and disbursements in connection with such defense, in which event the
Indemnifying Party shall not be obligated to pay the fees and disbursements of
separate counsel for such in such action. In the event, however, that such
Indemnified Party's legal counsel shall determine that defenses may be available
to such Indemnified Party that are different from or in addition to those
available to the Indemnifying Party, in that there could reasonably be expected
to be a conflict of interest if such Indemnifying Party and the Indemnified
Party have common counsel in any such proceeding, or if the Indemnified Party
has not assumed the defense of the action or proceedings, then such Indemnifying
Party may employ separate counsel to represent or defend such Indemnified Party,
and the Indemnifying Party shall pay the reasonable fees and disbursements of
counsel for such Indemnified Party. No settlement of any such claim or payment
in connection with any such settlement shall be made without the prior consent
of the Indemnifying Party which consent shall not be unreasonably withheld.
Page 9 of 13
<PAGE>
ARTICLE IV
CONDITIONS PRECEDENT
4.1 Conditions Precedent to Closing. The obligations of the Parties under
this Agreement shall be and are subject to fulfillment, prior to or at the
Closing, of each of the following conditions:
(a) That each of the representations and warranties of the Parties
contained herein shall be true and correct at the time of the Closing date as if
such representations and warranties were made at such time;
(b) That the Parties shall have performed or complied with all agreements,
terms and conditions required by this Agreement to be performed or complied with
by them prior to or at the time of the Closing;
(c) That the Parties shall be satisfied with the results of their due
diligence and review of the other books and records.
ARTICLE V
TERMINATION
5.1 Termination. This Agreement may be terminated at any time before or, at
Closing, by:
(a) The mutual written agreement of the Constituent Parties;
(b) Any party if:
(i) Any provision of this Agreement applicable to a party shall be
materially untrue or fail to be accomplished;
(ii) Any legal proceeding shall have been instituted or shall be
imminently threatening to delay, restrain or prevent the
consummation of this Agreement; or
(iii) The conditions precedence to Closing are not satisfied.
Page 10 of 13
<PAGE>
(c) Upon termination of this Agreement for any reason, in accordance with
the terms and conditions set forth in this paragraph, each said party shall bear
all costs and expenses as each party has incurred and no party shall be liable
to the other.
ARTICLE VI
MISCELLANEOUS
6.1 Survival of Representations, Warranties and Agreements. All
representations and warranties and statements made by a party to this Agreement
or in any document or certificate delivered pursuant hereto shall survive the
Closing Date for so long as the applicable statute of limitations shall remain
open. Each of the parties hereto is executing and carrying out the provisions of
this agreement in reliance upon the representations, warranties and covenants
and agreements contained in this agreement or at the closing of the transactions
herein provided for and not upon any investigation which it might have made or
any representations, warranty, agreement, promise or information, written or
oral, made by the other party or any other person other than as specifically set
forth herein.
6.2 Access to Books and Records. During the course of this transaction
through Closing, each party agrees to make available for inspection all
corporate books, records and assets, and otherwise afford to each other and
their respective representatives, reasonable access to all documentation and
other information concerning the business, financial and legal conditions of
each other for the purpose of conducting a due diligence investigation thereof.
Such due diligence investigation shall be for the purpose of satisfying each
party as to the business, financial and legal condition of each other for the
purpose of determining the desirability of consummating the proposed
transaction. The Parties further agree to keep confidential and not use for
their own benefit, except in accordance with this Agreement any information or
documentation obtained in connection with any such investigation.
6.3 Notice. All communications, notices, requests, consents or demands
given or required under this Agreement shall be in writing and shall be deemed
to have been duly given when delivered to, or received by prepaid registered or
certified mail or recognized overnight courier addressed to, or upon receipt of
a facsimile sent to, the party for whom intended, as follows, or to such other
address or facsimile number as may be furnished by such party by notice in the
manner provided herein:
If to Chattown:
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Attention: Richard Surber, President
Tel: (801) 575-8073
Fax: (801) 575-8092
BonnieJean C. Tippetts, President
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Tel: (801) 575-8073
Fax: (801) 575-8092
Page 11 of 13
<PAGE>
6.4 Entire Agreement. This Agreement and any instruments and agreements to
be executed pursuant to this Agreement, sets forth the entire understanding of
the parties hereto with respect to its subject matter, merges and supersedes all
prior and contemporaneous understandings with respect to its subject matter and
may not be waived or modified, in whole or in part, except by a writing signed
by each of the parties hereto. No waiver of any provision of this Agreement in
any instance shall be deemed to be a waiver of the same or any other provision
in any other instance. Failure of any party to enforce any provision of this
Agreement shall not be construed as a waiver of its rights under such provision.
6.5 Successors and Assigns. This Agreement shall be binding upon,
enforceable against and inure to the benefit of, the parties hereto and their
respective heirs, administrators, executors, personal representatives,
successors and assigns, and nothing herein is intended to confer any right,
remedy or benefit upon any other person. This Agreement may not be assigned by
any party hereto except with the prior written consent of the other parties,
which consent shall not be unreasonably withheld.
6.6 Governing Law. This Agreement shall in all respects be governed by and
construed in accordance with the laws of the State of Utah are applicable to
agreements made and fully to be performed in such state, without giving effect
to conflicts of law principles.
6.7 Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
6.8 Construction. Headings contained in this Agreement are for convenience
only and shall not be used in the interpretation of this Agreement. References
herein to Articles, Sections and Exhibits are to the articles, sections and
exhibits, respectively, of this Agreement. As used herein, the singular includes
the plural, and the masculine, feminine and neuter gender each includes the
others where the context so indicates.
6.9 Severability. If any provision of this Agreement is held to be invalid
or unenforceable by a court of competent jurisdiction, this Agreement shall be
interpreted and enforceable as if such provision were severed or limited, but
only to the extent necessary to render such provision and this Agreement
enforceable.
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of
the date first set forth above.
Chattown.com Network, Inc.
By: /s/ Richard Surber
------------------
Name: Richard Surber
Title: President
Page 12 of 13
<PAGE>
A-Z Professional Consultants, Inc.
By: /s/ BonnieJean C. Tippetts
--------------------------
Name: BonnieJean C. Tippetts
Title: President
Page 13 of 13
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