EXHIBIT 6.a
LICENSE AGREEMENT
AGREEMENT made this 27th day of August, 1998 between Cra-Z Soap Corp., a Nevada
corporation (hereinafter Licensee), and Masters Marketing and Development, Inc.,
a Tennessee corporation (hereinafter Licensor).
WHEREAS Licensee wishes to obtain an irrevocable exclusive license under the
Licensed Properties, as defined below, to make, have made, use, sell and have
sold products using the techno1ogy contained in the Licensed Properties
throughout the Territory, as defined below; and
WHEREAS: Licensor is willing to grant Licensee such an exclusive license.
NOW THEREFORE, in consideration of the premises above, and the mutual covenants
and conditions contained in this Agreement, as well as other valuable
consideration, the receipt and sufficient of which is hereby acknowledged, the
parties agree as follows:
ARTICLE I-DEFINITIONS
The following terms (except as otherwise expressly provided or unless, the
context otherwise requires) for all purposes of this Agreement shall have the
following respective meanings (it being understood that the terms defined in
this Agreement shall include in the singular number of the plural, and in the
plural number the singular).
1.01 "AFFILIATE" shall mean any corporation or other entity which either
directly or indirectly controls a party to this Agreement, is controlled by
such party, or is under common control with such party. As used here, the
term "control" means possession of the power to direct or cause the direction of
the management and policies of a corporation or other entity, whether through
the ownership of voting securities, by contract or otherwise.
1.02 "AGREEMENT" shall mean this Agreement, including all exhibits and schedules
annexed to this Agreement.
1.03 "LICENSED PROPERTIES" shall mean the patents and other intellectual
properties and applications for patents, improvements, technology, products and
devices that are identified in Exhibit A annexed to this Agreement, and all
foreign counterparts and extensions thereof, as well as all other patents,
know-how, inventions, ideas, methods, processes and concepts, whether now
existing or hereinafter conceived or acquired by or through Licensor.
1.04 "PRODUCTS" shall means any and all products, devices and supplies
manufactured, distributed or sold by Licensee using the Licensed Properties
under the License granted by this Agreement.
1.05 "TERRITORY" as used herein shall mean the entire world.
1.06 "TERM" as used herein, the term of this license shall be twenty (20) years
beginning from the date of signing of this Agreement.
ARTICLE II-GRANT OF LICENSE
2.01 LICENSED PROPERTIES. Licensor hereby grants and agrees to grant Licensee
and its Affiliates, and Licensee and its Affiliates accept, an irrevocable
exclusive license, even as to Licensor, under the Licensed Properties in the
Territory with the right to grant sublicenses, to use and sell the technology
and to use, sell and have sold the Products in the Territory. The license shall
include, but not be limited to, all products and devices presently and in the
future conceived and developed by Licensor, as well as all improvements on
existing technology, devices and products
2.02 TRADEMARKS. Licensee and its Affiliates shall be free to sell products
using the Licensed Properties, and shall be free to register trademarks and
tradenames with respect to such products under any trademark selected or
registered by Licensee or any of its Affiliates in any country in the Territory,
and all trademarks, tradenames, slogans, logos, trade dress and goodwill owned
or developed by Licensee or associated with the Licensed Properties or any
products or devices developed from the Licensed Properties shall be the sole and
exclusive property of Licensee or its Affiliates.
PAGE 1 OF 6
LICENSE AGREEMENT
2.03 RIGHT OF FIRST REFUSAL ON TECHNOLOGY. Licensor hereby grants to Licensee
and its Affiliates a right of first refusal to exclusively use, manufacture,
develop, sell, market and distribute products based on new patents and
applications for patents, other intellectual property, improvements, technology,
products, devices, know-how, inventions, ideas, methods, processes and concepts
which are owned or developed by Licensor and are not included in the Licensed
Properties ("NEW TECHNOLOGY"). At the time when Licensor develops any such New
Technology, Licensor shall offer to Licensee, in writing, the right to use,
manufacture, develop, sell, market and distribute products based on such New
Technology, describing in sufficient detail the nature of such New Technology.
Licensee and Licensor shall discuss the offer, negotiating its terms in good
faith, and Licensor shall memorialize an offer to Licensee in writing based on
such discussions ("OFFER"). From the date the Offer is received, Licensee shall
have sixty (60) days within which to accept the Offer which acceptance shall
also be in writing. If Licensee declines the Offer, Licensor shall be free to
solicit other interest in the New Technology proposed. However, prior to
licensing any such New Technology to a third party, Licensor shall offer
Licensee in writing the same terms and conditions on which the proposed license
to the third party is based and Licensee shall have thirty (30) days in which to
meet the terms and conditions of such proposed license, which shall be done in
writing.
ARTICLE III-ROYALTIES
3.01 ROYALTIES. Each month Licensee shall pay Licensor a royalty of ten percent
(10%) of the Adjusted Gross Sales Price of any Products sold by Licensee or its
Affiliates for which Licensee receives payment OR twenty thousand dollars U.S.
($20 000.00) (the "monthly minimum"), whichever is greater ("Royalties").
"Adjusted Gross Sales Price" shall mean the gross sales price of any Products
sold less returns and reasonable actual discounts or rebates. At such time as
the total amount of Royalties paid reaches a sum equal to or exceeding two
million dollars U.S. ($2,000,000.00), the percentage of Adjusted Gross Sales
paid as royalty as defined above shall change FROM ten percent (10%) TO three
percent (3%) with NO MONTHLY MINIMUM.
3.02 PAYMENT OF ROYALTIES. Licensee shall pay Licensor the Royalties on the
first day of each month during the Term.
3.03 INSPECTION. Licensor shall be permitted at reasonable times, and upon at
least three (3) days prior written notice to Licensee, to inspect the books and
records of Licensee as such relate to sales of the Products for the purpose of
determining the accuracy of the Royalties paid to Licensor pursuant to this
Article III.
ARTICLE IV-ADVANCED ROYALTIES AND LOAN
4.01 ADVANCE ROYALTIES. There are no advance royalties due under this License.
ARTICLE V-INSPECTIONS AND AUDITS
5.01 INSPECTIONS. Licensee and Licensor shall have the right to have its
representatives inspect and audit the facilities, premises, and books and
records of the other party with thirty (30) days notice. Each party shall
cooperate fully with the other party in all such inspections and audits.
ARTICLE VI-REPRESENTATIONS AND WARRANTIES
6.01 REPRESENTATIONS AND WARRANTIES OF LICENSOR. Licensor hereby represents and
warrants the following to License as of the date of this Agreement:
(a) Licensor is a corporation duly organized, validly existing and in good
standing under the laws of the State of Tennessee.
(b) Licensor has full corporate power and authority to enter into and
perform this Agreement. The execution, delivery and performance of this
Agreement by Licensor have been duly authorized by all requisite
corporate action.
(c) Licensor is the sole owner of all right, title and interest in and to
the licensed Patents and other intellectual property, and Licensor has
legal power, authority and right to grant the exclusive license under
the Licensed Properties.
LICENSE AGREEMENT PAGE 2 OF 6
(d) To Licensor's knowledge, there are no patents owned by others and no
other property rights or property of others which would be infringed or
misused by Licensee or its Affiliates or sublicensees as a result of
their exercise of the rights in and to the Licensed Properties and the
products granted by this Agreement.
(e) There are no actions, suits, or claims pending against Licensor or its
Affiliates in any court or by or before any governmental body or
agency with respect to the Licensed Properties or Products, and to the
best of Licensor's knowledge, no such actions, suits or claims have
been threatened against Licensor or its Affiliates.
(f) Licensor has no knowledge of any infringement of the Licensed
Properties or knowledge of any claim or allegation, or any basis
thereof, of patent infringement or misuse of any confidential
information with regard to the Licensed Properties or Products.
(g) No other person or organization presently has any effective
assignment, option, license or sublicense under the Licensed
Properties or with respect to the manufacture, use or sale of the
Products or other products using the Licensed Properties.
(h) The Licensed Properties include all of the patents, applications for
patents, improvements, technology, products, foreign counterparts and
extensions thereof, know-how, inventions, ideas, concepts, methods and
processes presently owned, used or developed by Licensor.
(i) Licensor's facilities, equipment and operations are in material
compliance with all applicable laws and regulations. Licensor holds all
material licenses, permits and other governmental authorizations
necessary or required by Licensor to conduct its operations and
business in the manner presently conducted.
6.02 REPRESENTATIONS AND WARRANTIES OF LICENSEE. Licensee hereby represents and
warrants the following to Licensor as of the date hereof:
(a) Licensee is a corporation duly organized and validly existing under
the laws of the State of Nevada.
(b) Licensee has full corporate power and authority to enter into and
perform this Agreement. The execution, delivery and performance of this
Agreement by Licensee have been duly authorized by all requisite corporate
action.
6.03 SURVIVAL. The foregoing representations and warranties of the parties
shall survive termination or expiration of this Agreement.
ARTICLE VII-INDEMNIFICATION
7.01 LICENSOR INDEMNIFICATION. Licensor shall indemnify and hold Licensee
harmless against any and all liabilities, damages, losses, costs, expenses,
claims, suits, recoveries and judgments (including attorneys' fees and expenses)
of Licensee, its Affiliates or any third party resulting from or arising out of
(i) a breach of Licensor of any of its obligations, covenants or agreements
under this Agreement, (ii) the failure of any of the representations and
warranties made by Licensor under this Agreement to be true and correct as of
the date hereof, (iii) any act or omission on the part of Licensor or any of its
employees or Affiliates or agents in the performance of this Agreement, (iv) any
actual or alleged damage to property, injury or death occurring to any person
resulting from Licensor's Product Development or any defects which occur in the
Product Development, (v) patent infringement claims relating to the Licensed
Properties, to the extent provided in Article VIII of this Agreement below, and
(vi) infringement, unauthorized use or other claims relating to other
intellectual or other property owned or licensed by Licensor, its employees,
agents or Affiliates and not expressly licensed to Licensee under this
Agreement.
7.02 SURVIVAL. The foregoing indemnification obligations shall survive
termination or expiration of this Agreement.
LICENSE AGREEMENT PAGE 3 OF 6
ARTICLE VIII-PATENT PROSECUTION AND INFRINGEMENT
8.01 PROSECUTION. Licensor shall keep Licensee currently advised of all steps
taken or to be taken in the prosecution of all applications for patents and
improvements included in the Licensed Properties and shall furnish Licensee with
copies of all such patent applications promptly after filing. Licensee shall be
responsible for all fees with respect to such patent applications and all fees
necessary for the maintenance of the Licensed Properties in the Territory.
Licensor shall consult with Licensee with respect to the prosecution of such
patent applications or patents resulting therefrom.
8.02 INFRINGEMENT ACTIONS.
(a) Licensee and Licensor shall each promptly notify the other following
the discovery of any infringement of the Licensed Properties or
unauthorized use of the Products which may come to their attention.
Licensor shall promptly make all efforts to obtain a discontinuance of
the infringement and, if not successful, Licensor shall bring suit
against the infringer.
(b) If Licensor fails to obtain a discontinuance of such infringement or
unauthorized use and/or fails to bring an infringement suit within
thirty (30) days after discovery of such infringement or unauthorized
use ("Initial Period"), then Licensor shall give notice in writing to
Licensee within fifteen (15) days following the Initial Period of such
failure, and Licensee may, but is not required to obtain a
discontinuance of the alleged infringement or unauthorized use or bring
an infringement suit. Any infringement suit brought by Licensee shall
be in the name of Licensor or Licensee, or jointly in the name of
Licensor and Licensee, as Licensee shall elect in its sole discretion,
or as required by the law of the forum.
(c) With respect to any suit for infringement of the Licensed Properties
or unauthorized use of the Products, the party that did not institute
suit shall render all reasonable assistance to the party that did
institute suit including, but not limited to, executing all documents
as may be reasonably requested by the party that did institute suit. In
the event Licensee institutes suit, Licensee shall be entitled to
reimbursement from Licensor for all of its attorneys' fees, costs and
expenses including the expenses of any expert witnesses that may be
retained ("INFRINGEMENT EXPENSES"), which Licensor shall pay upon
demand from Licensee, and Licensee may deduct such Infringement
Expenses from any and all sums, including Royalties, which Licensee
owes Licensor on a first priority basis.
8.03 INFRINGEMENT OF THIRD PARTY PATENTS. Each party shall notify the other
promptly in the event of the receipt of notice of any action, suit or claim
alleging infringement by the manufacture, use or sale of the Products, or of any
patent or proprietary right held or alleged to be held by a third party.
Licensor shall indemnify and hold Licensee, its Affiliates and sublicensees,
harmless from all damages, losses, costs, expenses, claims, suits, recoveries
and judgments (including attorneys' fees, expenses, costs and expert witness
fees) related thereto. This indemnification obligation shall survive the
termination of this Agreement.
8.04 OFFSET. In the event it is necessary, in Licensee's judgment, for Licensee
to make royalty or other payments to a third party in order for Licensee to
exercise or continue to exercise any rights granted to Licensee pursuant to the
terms of this Agreement in relation to the Licensed Properties and Products,
Licensee shall be entitled to offset any amounts so paid to any third party
against amounts due or which may become due to Licensor under this Agreement.
ARTICLE IX-CONFIDENTIALITY
9.01 During the Term and for a period of five (5) years thereafter, each of
the parties and their respective employees, agents, directors, officers,
Affiliates and sublicensees shall hold in confidence all confidential or
proprietary information of the other party disclosed hereunder ("INFORMATION")
except for and to the extent that such Information (i) is or becomes generally
available to the public through no fault of the receiving party; (ii) can be
demonstrated in writing to have been known by the receiving party at the time of
its disclosure by the other party or is independently developed after the date
of disclosure by the receiving party without the application or use of the
Information; (iii) becomes known to the other party from a source other than the
disclosing party without breach of this Agreement by such party, provided, that
such other source has the lawful right to disclose
LICENSE AGREEMENT PAGE 4 OF 6
such Information, or (iv) is disclosed pursuant to a final, binding,
nonappealable order or requirement of a court, administrative agency or other
government body.
ARTICLE X-MISCELLANEOUS
10.01 GOVERNING LAW. This Agreement shall be covered by and construed in
accordance with the laws of the State of Nevada other than provisions relating
to conflicts of law provided, however, that all questions concerning the
construction or effect of any patent applications or patents shall be decided in
accordance with the laws of the country or territory in question. Each party
hereto submits to the jurisdiction of the courts of the State of Nevada, County
of Xxxxx, or to the United States District Court in connection with any matter
relating to this Agreement.
10.02 ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and
agreement between the parties hereto with respect to the Licensed Properties,
the Products and the other matters contemplated or covered herein. This
Agreement supersedes any and all previous agreements, commitment and
understandings, whether oral or written, between the parties hereto. This
Agreement may not be modified, amended or supplemented except by way of a
writing signed by a duly authorized representative of each of the Parties
hereto.
10.03 ASSIGNMENT. This Agreement shall not be assignable by either party without
the prior written consent of the other party.
10.04 NOTICES. Any notice, request, instruction, report or other document to be
given hereunder shall be given in writing by hand delivery or by posting by
certified or registered mail, postage prepaid, or by facsimile, receipt
confirmed, as follows:
IF TO LICENSEE: WITH A COPY TO:
Cra-Z Soap Corp. Xxxxxx X. Xxxxxx & Associates
000 Xxxxx Xx. X,000 000 Xxxxx Xxxxxxx Xx. Xxxxx 000
Xxxxxxxx, XX 00000 Xxx Xxxxx, XX 00000
ATTN: President
Fax:
IF TO LICENSEE: WITH A COPY TO:
Masters Marketing and Development Inc. Xxxxxx X. XxXxxxx
0000 Xxxxxxxxx Xx. 0000 Xxx Xxxxxxx Xxxxx X-00
Xxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
ATTN: President
Fax: (000) 000-0000
or to such other address as a party may specify by notice hereunder.
10.05 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties and their respective permitted successors,
legal representatives and assigns.
10.06 SEVERABILITY. If and to the extent that any court of competent
jurisdiction holds any provision or part of this Agreement to be invalid or
unenforceable, such holding shall in no way affect the Validity of the remainder
of this Agreement.
10.07 INDEPENDENT CONTRACTORS. The relationship of the parties under this
Agreement is that of independent contractors. Neither party shall be deemed to
be the agent of the other, and neither is authorized to take any action binding
upon the other.
10.08 COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original and both together shall be deemed to be
one and the same Agreement.
10.09 HEADINGS. All headings in this Agreement are inserted for convenience of
reference only and shall not affect its meaning or interpretation.
10.10 WAIVERS. Any waiver of any term or condition of or obligation under this
Agreement must be set forth explicitly in writing, signed by the waiving party.
A waiver by either party of any of the terms and conditions of
LICENSE AGREEMENT PAGE 5 OF 6
or obligations of the other party under this Agreement in any instance shall not
be deemed or construed to be a waiver of such term condition or obligation for
the future.
10.11 FURTHER ASSURANCES. Licensor and Licensee each agree on behalf of
themselves and their respective Affiliates and sublicensees to produce or
execute such other documents or agreements as may be necessary or desirable
for the execution and implementation of this Agreement and the consummation of
the transactions contemplated hereby.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first written above.
FOR CRA-Z SOAP CORP. FOR MASTER MARKETING AND DEVELOPMENT, INC.
By: /s/ XXXXXX XXXXXX By: /s/ XXXXXXX XXXXXX
--------------------- ----------------------
Xxxxxx Xxxxxx Xxxxxxx Xxxxxx
Secretary President
--------- ---------
TITLE TITLE
LICENSE AGREEMENT PAGE 6 OF 6
Exhibit "A"
to
Cra-Z Soap License Agreement
This License covers any and all formulas, patents, applications for patents,
trade secrets, improvements, technology or technological products, intellectual
properties, know-how, ideas, methods, processes and concepts, and devices
("formulas"), whether now existing or hereafter conceived, developed or acquired
by Licensor relating to the product known as Cra-Z Soap or any similar product
or any application of the formulas to any product or commercialization thereof.
ADDENDUM TO LICENSE AGREEMENT
FROM MASTERS MARKETING INC. TO CRA-Z SOAP INC.
The following two paragraphs are an Addendum to that certain License
Agreement referenced above, and are executed and agreed to as though they are
included in the original License Agreement and each have the same force and
effect as though they were included in the original License Agreement.
1. The License agreement may not be voided, dissolved, terminated or
eliminated, except in the instance of complete insolvency or
disillusion of Cra-Z Soap Inc. or any subsequent assignee of the
License. The licensor may not pursue invalidation of the license
unless the licensee is at least one year delinquent in its obligations
to the licensor.
2. The licensee and licensor acknowledge that they are controlled by
the same parties. Accordingly, the licensor agrees that its officers,
directors, agents or principal share holders shall not conduct any
business that shall favor the licensor over the licensee in any way.
The unsigned licensor and licensee execute the foregoing and make this
Addendum part of the original License Agreement.
Executed this 2nd day of September, 1998.
By: /s/ XXXX D'AGATA
---------------------
Cra-Z Soap Inc.
Licensee
By: /s/ XXXXXX XXXXXX
----------------------
Masters Marketing
Licensor
AGREEMENT OF MERGER
OF
CRA-Z SOAP CORP., A NEVADA CORPORATION
INTO
ADVANCED TECHNOLOGIES GROUP, INC., A DELAWARE CORPORATION
AS THE SURVIVING CORPORATION
AGREEMENT OF MERGER, dated as of this 28th day of August, 1998, between
Cra-Z Soap Corp., a Nevada corporation, herein called CRA-Z, and Advanced
Technologies Group, Inc., a Delaware corporation, herein called ATG, the two
entities being hereinafter sometimes called the Constituent Corporations.
WHEREAS the Boards of Directors of the Constituent Corporations deem it
advisable and to the benefit of both corporations that the corporations merge
under the terms and conditions hereinafter set forth, such merger to be effected
pursuant to the statutes of the State of Delaware and they have duly approved
and authorized the form of agreement of merger.
WHEREAS CRA-Z is a corporation duly organized under the laws of the
State of Nevada having been formed August 27, 1998, having authorized
capitalization of twenty-five million (25,000,000) shares at $0.001 par value
common stock of which seven million three hundred and eleven thousand
(7,311,000) shares have been issued, and
WHEREAS ATG is a corporation duly organized under the laws of the State of
Delaware having been incorporated December 31, 1985, said corporation having
authorized capital stock consisting of forty million (40,000,000) shares all of
which are of one class with a par value of $0.001 per share of which
approximately one million one hundred thousand (1,100,000) shares are issued
and outstanding, and
WHEREAS the laws of the State of Delaware permit such a merger, and the
Constituent Corporations desire to merge under and pursuant to the provisions
of the laws of the State of Delaware;
NOW THEREFORE, In consideration of the premises and of the mutual
agreements end covenants herein contained, it is agreed that CRA-Z is merged
into ATG, a Delaware corporation, which shall be the Surviving Corporation, and
the terms and condition, of such merger and the mode of carrying it into effect
are and shall be as follows:
1. NAME OF SURVIVING CORPORATION: The name of the corporation, which is
sometimes hereinafter referred to as the Surviving Corporation, shall, from
and after the effective date of the merger, be Cra-Z Products, Inc., a
Delaware corporation. The separate existence of Cra-Z Soap Corp., a Nevada
corporation, shall cease at the effective time of the merger, except
insofar as it may be continued by law or in order to carry out the purposes
of this Agreement of Merger and except as continued in the Surviving
Corporation.
2. ARTICLES OF INCORPORATION OF SURVIVING CORPORATION. The Articles of
Incorporation of the Surviving Corporation shall be the Articles of
Incorporation of ATG, a Delaware corporation, as amended, a copy of which
is attached as Exhibit 1, hereto.
3. BYLAWS. The Bylaws of ATG at the effective time of the merger shall be the
Bylaws of the Surviving Corporation until altered or repeated as provided
therein.
4. BOARD OF DIRECTORS AND OFFICERS. Simultaneously with the Closing of the
transactions contemplated by this Agreement, ATG shall deliver the written
resignations from all of its officers and directors, and a certificate of
ATG directors action, dated the Closing Date, electing those persons
designated by CRA-Z as the sole officers and directors of the Surviving
Corporation.
5. CONVERSION OF SHARES. The manner of converting the securities of the
Constituent Corporations into shares of the Surviving Corporation shall be
set forth in this paragraph:
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(a) Immediately upon the effective date of the merger, each share of common
stock of CRA-Z outstanding, without any action on the part of the holder
thereof, shall automatically become and be converted into common stock or
Series "A" super preferred voting shares of the Surviving Corporation as
delineated on Schedule "D" attached hereto. Accordingly the Surviving
Corporation shall issue one million one hundred thousand (1,100,000)
restricted common shares and three hundred and ten thousand five hundred
and fifty (310,550) Series "A" super preferred voting shares to the current
shareholders of CRA-Z. The Series "A" super preferred voting shares (the
"Shares") shall have the following characteristics, preferences, rights and
attributes:
(1) Voting Rights. The holder of each shares of the Shares shall have the
right to cast twenty (20) votes per Share held on any and all matters
presented for shareholder consideration. Each holder of common shares
may cast one (1) vote per common share held on any and all matters
presented for shareholder consideration.
(2) Preferences. Holders of the Shares shall be preferred over holders of
common shares for payment of dividends or in any distribution to
shareholders resulting from liquidation of the issuer.
(3) Face Value and Redemption Value. The Shares have a face value of $1.00
each. The Shares may be redeemed by the issuer prior to any
conversion thereof any time after two (2) years from date of issuance
for $1.00 each at the option of the issuer.
(4) Dividends. The Shares earn a non-cumulative dividend of three percent
(3%) annually based upon the Shares face value and redemption value.
Dividends shall only be paid from earnings of the issuer, if any.
(5) Conversion. The Shares may be converted into restricted common shares
at any time commending two (2) years after date of issuance. Each
Series "A" preferred voting share may be converted into twenty (20)
restricted common shares. The holding period of any restricted common
shares issued as a result of conversion for purposes of Rule 144 or
any subsection thereof, as promulgated by the Securities and Exchange
Commission, shall commence upon the date of issuance of any such
Shares converted.
(b) After the effective date of the merger, any holder of a certificate or
certificates which theretofore represented shares of CRA-Z is required to
surrender the same to the Transfer Agent of the Surviving Corporation [the
name and address of the Transfer Agent is: Fidelity Transfer, 0000 Xxxxx
Xxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, XX 00000] and shall, upon the
payment of the required fee, thereupon be entitled to receive in exchange a
certificate or certificates representing the number of shares of common or
preferred stock of the Surviving Corporation into which the shares
represented by such certificate or certificates shall be converted.
(c) After the effective date of merger any holder of a certificate or
certificates theretofore represented shares of common stock of ATG may, but
shall not be required to surrender to the Transfer Agent of the Surviving
Corporation [give name and address to transfer agent], and shall upon
payment of the required fee, be entitled to receive in exchange for each
one (1) share of ATG, a certificate or certificates representing one (1)
share of the Surviving Corporation, i.e., the same number of ATG shares
previously held.
(d) Subsequent to the Closing Date, there will be approximately two million two
hundred thousand (2,200,000) common and three hundred and ten thousand five
hundred and fifty (310,550) Series "A" super preferred voting shares issued
and outstanding.
(e) Current shareholders of ATG hold options to acquire up to two million
(2,000,000) unrestricted common shares at a price of $0.25 per share
acquired. The option provides that the shares be issued as unrestricted
shares pursuant to exemptions provided by Regulation D, Rule 504 as
promulgated by the Securities and Exchange Commission.
(f) Creation of Class "B" Preferred Shares. The Surviving Corporation shall
authorize and form Class "B" convertible preferred shares with an annual
dividend rate of twelve percent (12%), a conversion rate to
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restricted common shares of $5.00 per share, a purchase price of $5.00 per
share and such other rights, preferences, characteristics and attributes as
determined by the Board of Directors of the Surviving Corporation.
6. REPRESENTATIONS OF ATG. The Officers and Directors of ATG hereby represent
and warrant as follows:
(a) FINANCIAL STATEMENT. The audited balance sheet of ATG dated as of July
31, 1997 and the related statements of income and changes of financial
position for the period then ended have been furnished to CRA-Z. Such
financial statements are complete and correct and have been prepared
in accordance with generally accepted accounting principles
consistently applied.
(b) PROPERTY AND ASSETS. Since completing the financial statements
referred to in Paragraph 6(a) above, ATG has abandoned its business
and has no material property or assets.
(c) ABSENCE OF CONTINGENT LIABILITIES. ATG has no material liabilities,
known or unknown, contingent or otherwise, as of August 26, 1998 which
are not reflected in the balance sheet of ATG other than as disclosed
therein.
(d) GOOD STANDING. ATG was duly organized and exists in good standing with
the laws of the State of Delaware and has all necessary corporate
power and authority to carry on its business.
(e) LITIGATION. To the best of the knowledge of the officers and directors
of ATG, there is no litigation, action or proceeding, pending or
threatened, which might result in any material liability on the part
of ATG, nor do they have any knowledge of any claims against ATG or of
any facts from which the assertion of a claim against ATG might be
reasonably inferred.
(f) TAXES. To the best knowledge and belief of ATG, all income, excise,
unemployment, social security, occupational, franchise and any and all
other taxes, duties, assessments or charges levied, assessed or
imposed upon ATG by the United States or by any state or municipal
government or subdivision or instrumentality thereof have been duly
paid, and all required tax returns or reports concerning any such
items have been duly filed. Further, ATG has not waived any statutes
of limitations with respect to any tax liability whatsoever nor have
consents been filed by ATG pursuant to section 3419(f) of the Internal
Revenue Code.
(g) MISCELLANEOUS. ATG has no employment contracts with any person; ATG
has no obligations to any officer or other employee and is not a party
to any written contracts; except as may be disclosed in a schedule
delivered concurrently with execution hereof.
(h) PUBLIC COMPANY STATUS. ATG represents that it is a non-reporting
public company that trades on the NASD OTC Bulletin Board
(i) VALID AGREEMENT. This Agreement has been duly executed and delivered
by ATG and constitutes a valid and legally binding obligation
enforceable in accordance with its terms. Neither the execution nor
delivery of this Agreement by ATG nor its performance, will result in
a violation or breach of any term or provision of or constitute a
default or give any party a right to accelerate the due date of any
indebtedness of ATG under any indenture, mortgage, deed of trust or
other contract or agreement.
(j) DISCLOSURE OF INFORMATION. ATG acknowledges that it or its
representatives have been furnished with substantially the same kind
of information regarding CRA-Z and its business, assets, results of
operations and financial condition, as might be provided in a public
sale of CRA-Z shares. ATG further represents that it has had the
opportunity to ask questions of and receive answers from CRA-Z shares.
ATG further represents that it has had the opportunity to ask
questions of and receive answers from CRA-Z regarding CRA-Z and its
business, assets, results of operations and financial condition and
the terms and conditions of the issuance of the shares in the
Surviving Corporation.
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7. REPRESENTATIONS OF CRA-Z. The officers and Directors of CRA-Z hereby
represent and warrant as follows:
(a) FINANCIAL STATEMENT. There is no audited financial statement of CRA-Z
due to the fact that it is a newly incorporated entity.
(b) PROPERTY AND ASSETS. CRA-Z has a license from Masters Marketing and
Development, Inc. previously disclosed to ATG. Such license provides
an irrevocable exclusive worldwide license to market Cra-Z Soap and
any future products developed using the same anionic surfectant
formula as Cra-Z Soap.
(c) ACCOUNTS RECEIVABLE. CRA-Z represents that it has no accounts
receivable as of the writing of this Agreement.
(d) INVENTORIES. CRA-Z has no inventory.
(e) UNDISCLOSED LIABILITIES. Other than as disclosed on Schedule A hereof,
CRA-Z has no material liabilities, known or unknown, contingent or
otherwise which are not reflected in Schedule A.
(f) GOOD STANDING. CRA-Z was duly organized and exists in good standing
under the laws of the State of Nevada and has all necessary corporate
power and authority to carry on its business as presently conducted.
(g) LITIGATION. Other than as disclosed on Schedule A hereof, to the best
of the knowledge of the officers and directors of CRA-Z, there is no
litigation, action or proceeding, pending or threatened, which might
result in any material liability on the part of CRA-Z nor do they have
any knowledge of any claims against CRA-Z or of any facts from which
the assertion of a claim against CRA-Z might be reasonably inferred.
(h) EMPLOYMENT CONTRACTS; OBLIGATIONS TO OFFICERS AND EMPLOYEES. Other
than as provided in Schedule B, CRA-Z has no employment contracts or
other obligations to any officer or other employee,
(i) WRITTEN CONTRACTS. Other than as may be described in Schedule C
hereof, CRA-Z has no written contracts other than those entered into
in the ordinary and normal course of its business.
(j) VALID AGREEMENT. This Agreement has been duly executed and delivered
by CRA-Z and constitutes a valid and legally binding obligation
enforceable in accordance with its terms. Neither the execution nor
delivery of the Agreement by CRA-Z nor its performance, will result in
a violation or breach of any term or provision of or constitute a
default or give any party a right to accelerate the due date of any
indebtedness of CRA-Z under any indenture, mortgage, deed of trust or
other contract or agreement.
(k) TAXES. Other than as may be described on Schedule A hereof, to the
best knowledge and belief of CRA-Z, all income, excise, unemployment,
social security, occupational, franchise and any and all other taxes,
duties, assessments or charges levied, assessed or imposed upon CRA-Z
by the United States or by any state or municipal government or
subdivision or instrumentality thereof have been duly paid, and all
required tax returns or reports concerning any such item, have been
duly filed. Further, CRA-Z has not waived any statutes or limitations
with respect to any tax liability whatsoever nor have consents been
filed by CRA-Z pursuant to section 34l9(f) of the Internal Revenue
Code.
(I) DISCLOSURE OF INFORMATION. CRA-Z acknowledges that it or its
representatives have been furnished with substantially the same kind
of information regarding ATG and its business, assets, results of
operations and financial condition, as might be provided in a public
sale of ATG shares. CRA-Z further represents that it has had the
opportunity to ask questions of and receive answers from ATG regarding
ATG and its business, assets, results of operations and financial
condition and the terms and conditions of the issuance of the shares
in the Surviving Corporation.
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8. CONDITIONS TO OBLIGATIONS OF CRA-Z. All obligations of CRA-Z under this
Agreement are subject to the fulfillment, prior to the Closing Date, of
each of the following conditions (any one or more of which may, in the
absolute discretion of ATG, be waived by ATG):
DOCUMENTS DELIVERED TO ATG. At the Closing, the following document
shall be delivered to ATG:
A certificate executed by CRA-Z dated the Closing Date,
certifying that:
(a) The representations and warranties of CRA-Z contained
in this Agreement are then true in all respects; and
(b) CRA-Z has complied with all agreements and conditions
required by this Agreement to be performed or complied
with by it.
9. CONDITIONS TO OBLIGATIONS OF ATG. All obligations of ATG under this
Agreement are subject to the fulfillment, prior to the Closing Date, or
each of the following conditions (any one or more of which may, in the
absolute discretion of CRA-Z, be waived by CRA-Z):
DOCUMENTS DELIVERED TO CRA-Z. At the Closing, the following documents
shall be delivered to CRA-Z:
(a) A certificate executed by ATG and its officers and directors
dated the Closing Date, certifying that:
(i) The representations and warranties of ATG contained in
this Agreement are then true in all respects; and
(ii) ATG has complied with all agreements and conditions
required by this Agreement to be performed or complied
with by it.
(b) The delivery of all original corporate books and records
which are appropriate for the new control of shareholders to
properly continue with the corporation; and
(c) The delivery to CRA-Z of a certified copy of resolutions
adopted by the board of directors of ATG authorizing the
execution, delivery and performance of this Agreement.
10. EFFECTIVE DATE OF MERGER.
(a) For all purposes of the laws of the State of Delaware, this Agreement
of Merger and the merger herein provided for shall become effective
and the separate existence of CRA-Z as a Nevada Corporation, except
insofar as it may be continued by statute, shall cease as soon as:
This Agreement of Merger shall have been adopted, approved, signed,
acknowledged in accordance with the laws of the State of Delaware and
certificates of its adoption and approval shall have been executed in
accordance with such laws; and the Certificate and Agreement of Merger
shall have been filed in the Office of the Delaware Corporation
Commission or other such equivalent office.
(b) The corporate identity, existence, purposes, powers, objects,
franchises, rights and immunities of ATG, a Delaware corporation shall
continue unaffected an unimpaired by the merger hereby provided for;
and the identities, existences, purposes, powers, objects, franchises,
right and immunities of CRA-Z shall be continued in and merged into
ATG, a Delaware corporation, which shall be fully vested therewith.
(c) The date upon which this Agreement is filed in the offices mentioned
above and upon which the Constituent Corporations shall so become a
single Corporation is the effective date of the merger.
(d) The date of execution of this Agreement by all required signatories
may be referred to as the "Closing Date."
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11. AUTHORIZATION. The parties hereto acknowledge and respectively represent
that this Merger Agreement is authorized by the laws of the respective
Jurisdictions of the Constituent Corporations and that the matter was
approved at a special Board of Directors' meeting of the respective
corporations.
12. FURTHER ASSURANCES OF TITLE. As and when requested by the Surviving
Corporation or by its successors or assigns, CRA-Z will execute and deliver
or cause to be executed and delivered all such deeds and instruments and
will take or cause to be taken all such further action as the Surviving
Corporation may deem necessary or desirable in order to vest in and confirm
to the Surviving Corporation title to and possession of any property of any
of the constituent Corporations acquired by the Surviving Corporation by
reason or as a result of the merger herein provided for and otherwise to
carry out the intent and purposes hereof, and the officers and directors of
CRA-Z and officers and directors of the Surviving Corporation are fully
authorized in the name of the respective Constituent Corporations or
otherwise to take any and all such action.
13. SERVICE OF PROCESS ON SURVIVING CORPORATION. The Surviving Corporation
agrees that it may be served with process in the State of Delaware in any
proceeding for enforcement of any obligation of CRA-Z as for the
enforcement of any obligation of the Surviving Corporation arising from the
merger, including any suit or other proceeding to enforce the right of any
shareholder as determined in appraisal proceedings pursuant to the
provisions of the law of the State of Delaware and hereby irrevocable
appoints the Secretary of State of Delaware as its agent to accept service
of process in any suit or other proceedings. Copies of such process shall
be mailed to Advanced Technologies Group, Inc., c/o Xxxxxx Xxxxx, Esq.,
0000 X. Xxxxxxx Xxxx., Xxxxx 000, Xxxx Xxxx Xxxx, XX 00000.
14. SHAREHOLDERS RIGHTS TO PAYMENT. The Surviving Corporation agrees that
subject to the provisions of the General Business Law of the State of
Delaware, it will pay to the holders of securities of CRA-Z the amount, if
any ("book value"), to which such shareholders may be entitled under the
provisions of the above statutes of the law of the State of Delaware as the
case may be.
15. ABANDONMENT. The Agreement of Merger may be abandoned (a) by either
Constituent Corporation, acting by its Board of Directors at any time prior
to its adoption by the shareholders of both the Constituent Corporations as
provided by law, or (b) by the mutual consent of the Constituent
Corporations, acting each by its Board of Directors, at any time after such
adoption by such shareholders and prior to the effective time of the
merger. In the event of abandonment of the Agreement of Merger pursuant to
(a) above, notice thereof shall be given by the Board of Directors of the
Constituent Corporations so terminating to the other Constituent
Corporation, and thereupon, or abandonment pursuant to (b) above, this
Agreement of Merger shall become wholly void and of no effect and there
shall be further liability or obligation hereunder on the part of either of
the Constituent Corporations or of their Boards of Directors, or
shareholders.
16. FEDERAL SECURITIES LAW.
(a) The Officers and Directors of CRA-Z understand that the certificates
for common stock to be issued to its securities holders may be
restricted from transfer, that the securities may not be freely
tradeable and might be held by each stockholder indefinitely or until
such time, if any, such securities are either registered under the
Securities Act of 1933 as amended (the "Act"), or transfers may be
made pursuant to an exemption from such registration as is accorded by
the Act or the rules and regulations promulgated thereunder. The
restricted stock certificates to be issued to all CRA-Z stockholders
shall carry an appropriate legend to be printed on the form of the
certificates to ensure that the transfer distribution and any proposed
sale or subsequent distribution of any of such securities is not in
violation of the Act or the terms thereof.
(b) Certificates to be issued to ATG shareholders will carry the same
status as such shares held prior to the merger, i.e. restricted shares
shall remain restricted and unrestricted shares shall remain
unrestricted.
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(c) Pursuant to paragraph (a) and subject to paragraph (b) above, it is
agreed and understood by ATG and CRA-Z that the certificates
representing restricted shares of the Surviving Corporation Shares
shall each conspicuously set forth on the face of back thereof a
legend in substantially the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
17. LAW VIOLATIONS. ATG and CRA-Z covenant that as per item 401, paragraph (f),
sections 2 through 6 of Regulation S-K of the Securities Act of 1933 as
amended and the Securities Act of 1934 as amended, they have not been
convicted on any criminal proceedings or named subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses), nor have they been subject of any order, judgment, or decree,
not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently enjoining them from, or otherwise limiting the
engagement in any type of business practice; or engaging in any activity in
connection with the purchase of sale of any security or commodity or in
connection with any violation of Federal or State Securities laws.
18. MISCELLANEOUS.
(a) DILUTION. Except for shares issued pursuant to the exercise of options
as specified in Paragraph 6(c) above, the Constituent Corporations
agree that for a period of two (2) years following the Closing, the
Surviving Corporation will only issue new shares with the prior
written consent of Colonial National, Ltd., which consent of Colonial
National, Ltd. will not be reasonably withheld.
(b) INVESTMENT. If the Surviving Corporation enters into an investment
banking agreement with a licensed broker-dealer to do a secondary
offering or private placement such as a preferred convertible offering
or other such instrument, Colonial National, Ltd. will assist the
Surviving Corporation and act as advisor. Colonial National, Ltd. will
assist the Surviving Corporation in raising additional capital for a
period of two (2) years following the Closing, but will move aside in
the event the Surviving Corporation enters into a BONA FIDE investment
agreement.
(c) WAIVER OF CONDITION AGREEMENT. Failure of a party to insist on strict
compliance with any of the terms and conditions of this Agreement
shall not be deemed a waiver of any such terms or conditions.
(d) BINDING EFFECT OF AGREEMENT. This Agreement shall be binding upon, and
inure to the benefit of, the assigns, successors, heirs, executors,
administrators and other legal representatives of each of the parties
hereto.
(e) GOVERNING LAW. This Agreement is made and entered into in the State of
Delaware. It is the intention of the parties hereto that this
Agreement shall be subject to and shall be enforced and construed
pursuant to the internal laws of the State of Delaware without
reference to Delaware's choice of law rules.
(f) COSTS TO ENFORCE AGREEMENT. In the event of any litigation arising in
any manner out of this Agreement or the asserted breach hereof, the
prevailing party shall recover court costs and reasonable attorneys'
fees.
(g) SEVERABILITY OF PROVISIONS. The provisions of the Agreement are
severable, and if any one or more provisions may be determined to be
judicially unenforceable. In whole or in part, the remaining
provisions, and any partially unenforceable provisions, to the extent
enforceable, shall nevertheless be binding and enforceable.
(h) ENTIRE UNDERSTANDING. This Agreement contains the entire understanding
between the parties concerning the subject matter and supersedes all
prior understandings and agreements, whether oral or written,
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between them respecting the within subject matter. There are no
representations, agreements, arrangements or understandings, oral or
written, between and among the parties hereto relating to the subject
matter of this Agreement which are not fully expressed herein.
(i) MODIFICATION. This Agreement may be modified only by an agreement in
writing signed by all the parties hereto.
(j) COUNTERPARTS. The Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument. Execution and delivery
of this letter by exchange of facsimile copies bearing facsimile
signature of a party shall constitute a valid and binding execution
and delivery of this letter of intent by such party. Such facsimile
copies shall constitute enforceable original documents.
IN WITNESS WHEREOF each of the Constituent Corporations, pursuant to
authority duly granted by its Board of Directors, has caused this Agreement of
Merger to be executed by its President and Secretary.
The respective Directors and officers of the Constituent Corporations,
do hereby certify that the above Merger Agreement was adopted by vote of the
Shareholders of the Constituent Corporations as set forth in the above Agreement
and that said resolutions have not been revoked or amended.
CRA-Z SOAP CORP. ADVANCED TECHNOLOGIES GROUP, INC.
_____________________________________ ______________________________________
PRESIDENT PRESIDENT
_____________________________________ ______________________________________
SECRETARY SECRETARY
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SCHEDULE B
CRA-Z SOAP CORP.
EMPLOYMENT CONTRACTS
AND/OR OBLIGATIONS TO EXISTING OFFICERS OR EMPLOYEES
Cra-Z Soap Corp. has no employment contracts with any individual and it has no
contractual obligations to any individual.
SCHEDULE C
CRA-Z SOAP CORP.
LIST OF EXISTING CONTRACTS OR AGREEMENTS
Cra-Z Soap Corp. has an exclusive license agreement with Masters Marketing and
Development, Inc., a copy of which is attached hereto.
XXXXXXXXXXXX AND COMPANY
CERTIFIED PUBLIC ACCOUNTANT
000 X. XXXXX XXXXXX, XXXXX 000
XXXX XXXX XXXX, XXXX 00000
(000) 000-0000
Xxxxxxx X. Xxxxxxxxxxxx, C.P.A.
INDEPENDENT AUDITORS REPORT
Board of Directors
Total Lifestyle Corporation
I have audited the accompanying balance sheets of Total Lifestyle
Corporation, as of July 31, 1997 and January 31, 1997 and 1996, and the related
statements of operations, stockholders' equity, and cash flows for the period
February 1, 1997 to July 31, 1997 and for the years ended January 31, 1997 and
1996. 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
misstatements. 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 the significant estimates made by
management, as well as evaluating the overall financial statements presentation.
I believe that my audit provides a reasonable basis for my opinion.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #7 to the
financial statements, the Company has an accumulated deficit and a negative net
worth at July 31, 1997. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in Note #7. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
In my opinion, the aforementioned financial statements present fairly, in
all material respects, the financial position of Total Lifestyle Corporation,
as of July 31, l997 and January 31, 1997 and 1996, and the results of its
operations and its cash flows for the period February 1, 1996 to July 31, 1997
and for the years ended January 31, 1997 and 1996, in conformity with generally
accepted accounting principles.
/s/ XXXXXXXXXXXX & COMPANY
Salt Lake City, Utah
August 28, 1997
TOTAL LIFESTYLE CORPORATION
Balance Sheets
July 31, 1997 and January 31, 1997 and 1996,
JULY JANUARY JANUARY
1997 1997 1996
--------- --------- ---------
ASSETS
CURRENT ASSETS $ -0- $ -0- $ -0-
========= ========= =========
Total Assets $ -0- $ -0- $ -0-
========= ========= =========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 2,958 $ 2,958 $ 4,822
Payroll Taxes Payable 21,580 21,580 23,449
--------- --------- ---------
Total Liabilities 24,538 24,538 28,271
STOCKHOLDERS' EQUITY
Common Shares; 40,000,000
Shares Authorized, $0.001 Par
Value Retroactively Restated,
5,693,811 Shares & 871,811
Shares Issued & Outstanding
Respectively 5,694 5,694 872
Paid In Capital 903,261 903,261 899,192
Retained Earnings - Deficit (933,493) (933,493) (928,335)
--------- --------- ---------
Total Stockholders' Equity
(Deficit) (24,538) (24,538) (28,271)
--------- --------- ---------
Total Liabilities &
Stockholders' Equity $ -0- $ -0- $ -0-
========= ========= =========
The accompanying notes are an integral part of these financial statements.
TOTAL LIFESTYLE CORPORATION
Statement of Operations
For the Period February 1, 1996 to July 31, 1997 and
For the Years Ended January 31, 1997, 1996 and 1995
JULY JANUARY JANUARY JANUARY
1997 1997 1996 1995
--------- --------- --------- ---------
REVENUES $ -0- $ -0- $ -0- $ -0-
EXPENSES
Franchise Taxes -0- 1,305 600 -0-
Reinstatement Fees -0- -0- 1,792 -0-
Professional Fees -0- 3,600 -0- -0-
Filing Fees -0- 253 -0- -0-
--------- --------- --------- ---------
Total Expenses $ -0- $ 5,158 $ 2,392 $ -0-
--------- --------- --------- ---------
Net (Loss) from
Operations $ -0- $ (5,158) $ (2,392) $ -0-
========= ========= ========= =========
Loss Per Weighted Average
Shares Outstanding $ -0- $ -0- $ (.29) $ -0-
Weighted Average
Shares Outstanding
Retroactively Restated 5,693,811 3,810,764 871,811 871,811
The accompanying notes are an integral part of these financial statements.
TOTAL LIFESTYLE CORPORATION
Statement of Stockholders' Equity
February 1, 1994 to July 31, 1997
RETAINED
COMMON STOCK PAID IN EARNINGS
SHARES AMOUNT CAPITAL (DEFICIT)
-------------------------------------------------
Balance, February 1, 1994
Retroactively Restated 871,811 872 891,929 (925,943)
Capital Contributed by Former Officer 3,631
No Operations -0-
-------------------------------------------------
Balance, January 31, 1995 871,811 872 895,560 (925,943)
Capital Contributed by Former Officer 3,632
Net Loss for Current Year (2,392)
-------------------------------------------------
Balance, January 31, 1996 871,811 872 899,192 (928,335)
Shares Issued to Officers in Lieu of
Cash for Accounts Payable 4,822,000 4,822 -0- -0-
Capital Contributed by Former Officer 1,869
Capital Contributed by Current Officer 2,200
Net Loss for Current Year (5,158)
-------------------------------------------------
Balance, January 31, 1997 5,693,811 5,694 903,261 (933,493)
Net Loss for Current Period -0-
-------------------------------------------------
Balance, July 31, 1997 5,693,811 $ 5,694 $ 903,261 $(933,493)
=================================================
The accompanying notes are an integral part of these financial statements.
TOTAL LIFESTYLE CORPORATION
Statements of Cash flows
For the Period February 1, 1997 to July 31, 1997 and
For the Years Ended January 31, 1997, 1996 and 1995
JULY JANUARY JANUARY JANUARY
1997 1997 1996 1995
---------- -------- ---------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss from Operations $ (-0-) $ (5,158) $ (2,392) $ -0-
---------- -------- ---------- --------
Shares Issued in Lieu of Cash for
Payment of Accounts Payable -0- 4,822 -0- -0-
Changes in Operating Liabilities:
(Decrease) Increase in Accounts
Payable -0- (1,864) 2,392 -0-
(Decrease) in Payroll Taxes Payable -0- (1,869) (3,632) (3,631)
---------- -------- ---------- --------
Net Cash Used by
Operating Activities -0- (4,069) (3,632) (3,631)
CASH FLOWS FROM INVESTING ACTIVITIES -0- -0- -0- -0-
CASH FLOWS FROM FINANCING ACTIVITIES
Contributed Capital -0- 4,069 3,632 3,631
---------- -------- ---------- --------
Net Cash Provided by
Financing Activities -0- 4,069 3,632 3,631
---------- -------- ---------- --------
Increase in Cash -0- -0- -0- -0-
Cash at Beginning of Period -0- -0- -0- -0-
---------- -------- ---------- --------
Cash at End of Year $ -0- $ -0- $ -0- $ -0-
========== ======== ========== ========
SIGNIFICANT NON CASH TRANSACTIONS
---------------------------------
Issued 4,822,000 Shares in
Payment of Accounts Payable
to Officers
OTHER DISCLOSURES FOR OPERATING ACTIVITIES
------------------------------------------
Interest $ -0- $ -0- $ -0- $ -0-
Taxes -0- -0- -0- -0-
The accompanying notes are an integral part of these financial statements.
TOTAL LIFESTYLE CORPORATION
Notes to Financial Statements
NOTE #1 - CORPORATE HISTORY
Total Lifestyle Corporation (the Company), was organized in the state of
Delaware, on March 25, 1987. On March 25, 1987, the Company filed a Certificate
of Ownership and Merger, merging Forecaster Resources, Inc., a Utah Corporation,
organized on December 31, 1985 into the Company. After the merger the
Corporation was governed by the laws of the state of Delaware.
In 1989, the Company filed a voluntary Chapter 11 Petition in the United
States Bankruptcy Court, for the Western District of Tennessee. On November 2,
1990, the Court issued an order converting the filing from a Chapter 11 to a
Chapter 7. A final decree in the case was filed by the Court on March 10, 1994.
On December 30, 1995, the Company issued a Certificate for Renewal and
Revival of Charter. The Company received from the Secretary of State in the
State of Delaware a Certificate of Good Standing dated April 1, 1996.
NOTE #2 - SIGNIFICANT ACCOUNTING POLICIES
(A) The Company uses the accrual method of accounting.
(B) Revenues and expenses are recognized in the period in which the activities
occur.
(C) The Company has had no noncash investing and financing activities.
(D) The Company considers all short term, highly liquid investments, that are
readily convertible to known amounts, within ninety days, as cash.
(E) Estimates: The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could defer from those
estimates.
NOTE #3 - ACCOUNTS PAYABLE
In the process of reinstatement with the State of Delaware it was
determined that the Company had failed to pay required franchise taxes for the
years 1987 and 1988 totaling $2,430. This amount has been recorded retroactively
to the years in which the expense occurred. A current officer has advanced the
Company $4,822 to pay the state of Delaware the above mentioned taxes and $2,392
in fees incidental to reinstatement. On May 16, 1996, the Company issued the
Officers 4,822,000 shares at par value in lieu of cash as payment of the
accrued expenses.
TOTAL LIFESTYLE CORPORATION
Notes to Financial Statements -Continued-
NOTE #4 - PAYROLL TAXES PAYABLE
In 1988, the Company failed to pay the Internal Revenue Service $45,236 in
payroll taxes. These taxes were not dismissed pursuant to the bankruptcy
proceedings. The former President has agreed to personally reimburse the
Internal Revenue Service with monthly installments, and at July 31, 1997, had
paid the Internal Revenue Service $25,346. If the former Officer should fail in
her commitment to the Internal Revenue Service the Company would still have the
liability of the remaining unpaid balance, and any interest as penalties accrued
by the IRS.
NOTE #5 - TAXES
The Company has adopted FASB 109 to account for income taxes. The Company
currently has net operating losses of approximately $930,200 as carryforward
losses. These losses expire over a period of years beginning in 2001 and
expiring 2010. However, because of majority ownership changes and other factors
in the Internal Revenue Code it is unlikely that the Company will be able to use
the net operating loss carryforward provision. Accordingly, the Company has
established an evaluation allowance equal to any potential tax asset benefit
from the net operating losses.
NOTE #6 - CHANGE IN SHARES ISSUED AND OUTSTANDING
On May 16, 1996, the Board of Directors resolved to reverse split all of
the outstanding shares on a one for ten basis. Prior to Board of Director
resolution there were 8,718,071 shares issued and outstanding and after the
action there were 871,811 shares issued and outstanding. (There were four shares
issued because of the rounding factor).
NOTE #7 - GOING CONCERN
The Company currently has no assets or operations to provide working
capital and is dependent upon its officers for its capital requirements. The
Company is attempting to find a suitable business opportunity for acquisition or
merger to provide capital and revenues to meet these needs.
ADDENDUM TO MERGER AGREEMENT
This Addendum is made to that certain Merger Agreement by and between
Advanced Technologies Group, Inc. and Cra-Z Soap Inc.
This Addendum is executed and agreed to as though it were included in the
original Agreement, and shall have the same force and effect as though it were
part of the original Agreement.
1. The surviving corporation shall create a subsidiary known as Cra-Z
Products Distributing Inc., and shall assign the license of Cra-Z Soap
Inc. to Cra-Z Soap Products Distributing Inc., and cause all
operations related to the sale and distribution of the products
available to the surviving corporation pursuant to the License
Agreement to occur in it's subsidiary, Cra-Z Products Distributing
Inc.
The undersigned hereby accept the terms and conditions of this Addendum.
And by so doing make this Addendum part of the original Merger Agreement between
Cra-Z Soap Inc. and Advanced Technologies Group, Inc.
/s/ XXXXXX XXXXXX
--------------------------------------
Cra-Z Soap Inc.
Authorized Officer
--------------------------------------
Advanced Technologies Group, Inc.
Authorized Officer
SCHEDULE A
CRA-Z SOAP CORP.
KNOWN LITIGATION, TAX AND/OR OTHER LIABILITIES
There is no known litigation involving Cra-Z Soap Corp. Cra-Z Soap Corp. has no
know liabilities, tax or otherwise.
FORM D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM D
NOTICE OF SALE OF SECURITIES
PURSUANT TO REGULATION D,
SECTION 4(b) AND OR
UNIFORM LIMITED OFFERING EXEMPTION
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Name of Offering: ([ ] check if this is an amendment and name has changed and indicate change.)
CRAZ PRODUCTS, INC.
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Filing Under (Check box(es) that apply): [X]Rule 504 [ ]Rule 505 [ ] Rule 506[ ]Section 4(b) [ ] ULOE
Type of Filing: [X] New Filing [ ] Amendment
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A. BASIC IDENTIFICATION DATA
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1. Enter the information requested about the issuer
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Name of Issuer ([ ] check if this is an amendment and name has changed and indicate change.)
CRAZ PRODUCTS, INC.
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Address of Executive Offices: (Number and Street, City, State, Zip Code) Telephone Number (Including Area Code)
0000 X. XXXXXXX XXXXX XXXXXXXX XX 00000 (000) 000-0000
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Address of Principal Business Operations (Number and Street, City, State, Zip Code) Telephone Number (Including Area Code)
if different from Executive Offices)
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Brief Description of Business
SALES, MANUFACTURE & MARKETING OF VARIOUS AFTERMARKET PRODUCTS.
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Type of Business Organization:
[X] corporation [ ] limited partnership, already formed [ ] other (please specify):
[ ] business trust [ ] limited partnership, to be formed
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Month Year
Actual or Estimated Date of Incorporation or Organization [09] [98] [X] Actual [ ] Estimated
Jurisdiction of Incorporation or Organization (Enter two-letter U.S. Postal Services abbrevation for State:
CN for Canada; FN for other foreign jurisdiction) [DE]
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GENERAL INSTRUCTIONS
FEDERAL:
WHO MAY FILE: All issuers making an offering of securities in reliance or an exemption under Regulation D of Section 4(b),
17 CFR 230.501 et seq. or 15 U.S.C. 77d.6.
WHEN TO FILE: A notice must be filed no later than 15 days after the first sale of securities in the offering. A notice is deemed
filed with the U.S. Securities and Exchange Commission (SEC) on the earlier of the date it is received by the SEC at the address
given below or, if received at that address after the date on which is due on the date it was mailed by United States registered or
certified mail to that address.
WHERE TO FILE: U.S. Securities and Exchange Commission, 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, XX 00000.
COPIES REQUIRED: FIVE (5) COPIES of this notice must be filed with the SEC, one of which must be manually signed. Any copies not
manually signed must be photocopies of the manually signed copy or bear typed or penned signatures.
INFORMATION REQUIRED: A new filing must contain all information requested. Amendments need only report the name of the issuer
and offering any changes thereto, the information requested in Part C, and any material changes from the information previously
supplied in Parts A and B. Part E and the Appendix need not be filed with the SEC.
FILING FEE: There is no federal filing fee.
STATE:
This notice shall be used to indicate reliance on the Uniform Limited Offering Exemption (ULOE) for sales of securities in those
states that have adopted ULOE and that have adopted this form, Issuers relying on ULOE must file a separate notice with the
Securities Administrator of each state where sales are to be, or have been made. If a state requires the payment of a fee as
a precondition to the claim for the exemption, a fee in the proper amount shall accompany this form. This notice shall be filed
in accordance with state law. The Appendix to the notice constitutes a part of this notice and must be completed.
ATTENTION
FAILURE TO FILE NOTICE IN THE APPROPRIATE STATES WILL NOT RESULT IN A LOSS OF THE FEDERAL EXEMPTION. CONVERSELY,
FAILURE TO FILE THE APPROPRIATE FEDERAL NOTICE WILL NOT RESULT IN A LOSS OF AN AVAILABLE STATE EXEMPTION UNLESS SUCH
EXEMPTION IF PREDICATED ON THE FILING OF A FEDERAL NOTICE.
SEC 1972(1/94) 1 OF 8
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A. BASIC IDENTIFICATION DATA
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[ILLEGIBLE]
o [ILLEGIBLE]
O Each beneficial owner having the power to vote or dispose, or direct the vote of separation of __ or share of a class of
equity securities of the issuer;
o Each executive officer and director of corporate issuers and of corporate general and managing partners of partnership issuers,
and
o Each general and managing partner of partnership issuers.
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Check Box(es) that Apply: [ ] Promoter [ ] Beneficial Owner [X] Executive Officer [ ] Director [ ] General and/or
Managing Partner
XXXXXX X. XX XXXXX XX.
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Full Name (last name first, if individual)
0000 XXX XXXXXXX B44
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Business or Xxxxxxxxx Xxxxxxx (Xxxxxx xxx Xxxxxx, Xxxx, Xxxxx, Xxx Code)
BROOKLYN N.Y. 11214
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Check Box(es) that Apply: [ ] Promoter [ ] Beneficial Owner [X] Executive Officer [X] Director [ ] General and/or
Managing Partner
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Full Name (Last name first, if individual)
RUS D'AGATA
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Business or Xxxxxxxxx Xxxxxxx (Xxxxxx xxx Xxxxxx, Xxxx, Xxxxx, Xxx Code)
0000 X. XXXXXXX XXXXX XXX 000 XXXXXXXX XX 00000
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Check Box(es) that Apply: [ ] Promoter [ ] Beneficial Owner [ ] Executive Officer [X] Director [ ] General and/or
Managing Partner
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Full Name (Last name first, if individual)
XXXXXXX X. XXXXXX
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Business or Xxxxxxxxx Xxxxxxx (Xxxxxx xxx Xxxxxx, Xxxx, Xxxxx, Xxx Code)
0000 X. XXXXXXX XXXXX XXX 000 XXXXXXXX XX 00000
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Check Box(es) that Apply: [ ] Promoter [ ] Beneficial Owner [ ] Executive Officer [ ] Director [ ] General and/or
Managing Partner
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Full Name (Last name first, if individual)
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Business or Residence Address (Number and Street, City, State, Zip Code)
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Check Box(es) that Apply: [ ] Promoter [ ] Beneficial Owner [ ] Executive Officer [ ] Director [ ] General and/or
Managing Partner
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Full Name (Last Name first, if individual)
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Business or Residence Address (Number and Street, City, State, Zip Code)
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Check Box(es) that Apply: [ ] Promoter [ ] Beneficial Owner [ ] Executive Officer [ ] Director [ ] General and/or
Managing Partner
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Full Name (Last Name first, if individual)
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Business or Xxxxxxxxx Xxxxxxx (Xxxxxx xxx Xxxxxx, Xxxx, Xxxxx, Xxx Code)
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(Use blank sheet, or copy and use additional copies of this sheet, as necessary.)
2 of 8
SEC 1972 (1/94)
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B. INFORMATION ABOUT OFFERING
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1. [ILLEGIBLE]
2. What is the maximum registered that will be accepted from any individual $16,000
3. [ILLEGIBLE]
4. Enter the information requested for each person who has been or will be paid or given, directly or indirectly, any commission
or similar rembursement for solicitation of purchases in connection with sales of securities in the offering. If a person
to be listed as an associated person or agent of a broker or dealer registered with the SEC and/or with a state or states,
list the names of the broker or dealer. If more that five (5) persons to be listed are associated persons of such a broker
or dealer, you may set forth the information for that broker or dealer only.
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Full Name (Last name first, if individual)
NON-APPLICABLE
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Business or Xxxxxxxxx Xxxxxxx (Xxxxxx xxx Xxxxxx, Xxxx, Xxxxx, Xxx Code)
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Name of Associated Broker or Dealer
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States in Which Person Listed Has Solicited or Intends to Solicit Purchasers
(CHECK "ALL STATES" OR CHECK INDIVIDUAL STATES)........................................................ [ ] All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] [MS] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND] [OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA] [WV] [WI] [WY] [PR]
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Full Name (Last name first, if individual)
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Business or Xxxxxxxxx Xxxxxxx (Xxxxxx xxx Xxxxxx, Xxxx, Xxxxx, Xxx Code)
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Name of Associated Broker or Dealer
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States in Which Person Listed Has Solicited or Intends to Solicit Purchasers
(CHECK "ALL STATES" OR CHECK INDIVIDUAL STATES)........................................................ [ ] All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] [MS] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND] [OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA] [WV] [WI] [WY] [PR]
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Full Name (Last name first, if individual)
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Business or Xxxxxxxxx Xxxxxxx (Xxxxxx xxx Xxxxxx, Xxxx, Xxxxx, Xxx Code)
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Name of Associated Broker or Dealer
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States in Which Person Listed Has Solicited or Intends to Solicit Purchasers
(CHECK "ALL STATES" OR CHECK INDIVIDUAL STATES)........................................................ [ ] All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] [MS] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND] [OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA] [WV] [WI] [WY] [PR]
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(Use blank sheet, or copy and use additional copies of this sheet, as necessary.)
3 of 8
SEC 1972 (1/94)
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C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS
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1. Insert the aggregate offering price of securities included in this offering and the total amounts
already sold. Enter "0" if answer is "none" or "zero". If the transaction is an exchange offering,
check this box [ ] and indicate in the columns below the amounts of the securities offered for exchange
and already exchanged.
Aggregate Amount Already
Type of Security Offering Price Sold
Debt ....................................................................... $ -0- $ -0-
--------- ---------
Equity ..................................................................... $ 418,545 $ 418,545
--------- ---------
[X] Common [ ] Preferred
Convertible Securities (including warrants) ................................ $ 0 $ 0
--------- ---------
Partnership Interests ...................................................... $ 0 $ 0
--------- ---------
Other (Specify _____________________) ...................................... $ 0 $ 0
--------- ---------
Total ................................................................. $ 418,545 $ 418,545
--------- ---------
Answer also in Appendix Column 3, if filing under ULOE.
2. Enter the amount of accredited and non-accredited investors who have purchased securities in this
[ILLEGIBLE]
Non-accredited investors ................................................... $ 3 $ 418,545
--------- ---------
Total (for filings under Rule 504 only) ............................... $ 3 $ 418,545
--------- ---------
Answer also in Appendix Column 3, if filing under ULOE.
3. If this filing is for an offering under Rule 504 or 505, enter the information requested for all
securities sold by the issuer, to date, in offerings of the types indicated. In the twelve (12) months prior
to the first date of securities in this offering. Classify securities by type listed in Part C - Question 1.
Type of Dealer Amount
Type of Offering Security Sold
Rule 505 ................................................................... 0 $ 0
--------- ---------
Regulation A ............................................................... 0 $ 0
--------- ---------
Rule 504 ................................................................... Common Equity $ 85,211
--------- ---------
Total ................................................................. $ 85,211
--------- ---------
4. Furnish a statement of all expenses in connection with the issuance and distribution of the
securities in this offering. Exclude amount relate soley to organization expenses of the issuer.
[ILLEGIBLE]
If not known, furnish an estimate and check the box to the left of the estimate.
Transfer Agent's Fees ..................................................................... [ ] $ 0
---------
Printing and Engraving Costs .............................................................. [ ] $ 0
---------
Legal Fees ................................................................................ [ ] $ 0
---------
Accounting Fees ........................................................................... [ ] $ 0
---------
Engineering Fees .......................................................................... [ ] $ 0
---------
Sales Commissions (specify finders' fees separately) ...................................... [ ] $ 0
---------
Other Expenses (identify) _________________________________ ............................... [ ] $ 0
---------
Total ................................................................................ [ ] $ 0
---------
4 of 8
SEC 1972 (1/94)
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C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OR PROCEEDS
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Enter the difference between the aggregate offering price given in response to
Part C. Question I and total expenses furnished in response to Part C. Question
4.a. This difference is the "adjusted gross proceeds to the issuer.............. $418,545
-------
Indicate below the amount of the advanced gross proceeds to the issuer used or
proposed to be held for each on the purposes shown if the amount for any purpose
is not known, furnish an estimate and check the box to the left of the estimate.
The total of the payments listed must equal the adjusted gross proceeds to the
issuer set forth in response to Part C. Question 4.b above.
Payments to
Officers,
Directors, & Payment to
Affiliates Others
Salaries and fees ........................................................ [ ] $ 0 [ ] $
------- -------
Purchases of real estate ................................................. [ ] $ 0 [ ] $
------- -------
Purchase, rental or leasing and installation of machinery and equipment... [ ] $ 0 [ ] $
------- -------
Construction or leasing of plans buildings and facilities ................ [ ] $ 0 [ ] $
------- -------
Acquisition of other businesses (including the value of securities involved
in this offering that may be used in exchange for the assets or securities
of another issuer pursuant to a merger) .................................. [ ] $ 0 [ ] $
------- -------
Repayment of indebtedness ................................................ [ ] $ 0 [ ] $418,545
------- -------
Working capital .......................................................... [ ] $ 0 [ ] $
------- -------
Other (specify): [ ] $ 0 [ ] $
----------------------------------------------------------- ------- --------
---------------------------------------------------------------------------
---------------------------------------------------------------------------[ ] $ [ ] $
------- -------
Column Totals .............................................................[ ] $ [ ] $
------- -------
Total Payments _____ (column totals added) ................................ [ ] $418,545
-------
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D. FEDERAL SIGNATURE
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The issuer has duly caused this notice to be signed by the undersigned duly
authorized person. If this notice is filed under Rule 505, the following
signature constitutes and undertaking by the issuer to furnish to the U.S.
Securities and Exchange Commission, upon written request of its staff, the
information furnished by the issuer to any non-accredited investor pursuant to
paragraph (b)(2) of Rule 502.
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Issuer (Print or Type) Signature Date
CRAZ PRODUCTS INC. /s/ XXXXXX X. XX XXXXX, XX. 4/1/99
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Name of Signer (Print or Type:) Title of Signer (Print or Type)
Xxxxxx X. Xx Xxxxx, Xx. President
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ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS. (SEE 18 U.S.C. 1001.)
5 of 8
