SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information [ ] Confidential, for use of
Statement Commission only (as permitted by
Rule 14c-5(d)(2))
[x] Definitive Information Statement
SEALANT SOLUTIONS, INC.
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(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rule 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:_____________________________________________
(2) Form, Schedule or Registration Statement No.:_______________________
(3) Filing Party:_______________________________________________________
(4) Date filed:_________________________________________________________
1
Item 1. Issuer & Class of Securities Subject to the Transaction
-------------------------------------------------------
The Issuer of the Class of Securities subject to this Transaction
Statement is Sealant Solutions, Inc. with principal offices at 29 Abbey
Lane, Middleboro, MA 02346. This Transaction Statement is filed in
connection with an increase in the authorized Common Stock of the Issuer
which comprises a recapitalization of the Issuer as reflected in the
Information Statement attributed to Shareholders pursuant to Regulation
14C. The Issuer's authorized Common Stock is increased from 1,200,000
to 20,000,000 shares in accordance with provisions of Section 228 of the
General Corporation Law of the State of Delaware. There are
approximately 1958 holders of the Issuer's Common Stock of record and
there are 1,074,155 post-split shares of the Issuer's Common Stock issued
and outstanding as of the date of this Schedule 13E-3. The Common Stock
is currently traded on the OTC Bulletin Board under the symbol "SLTN".
The closing bid price for the Company's common stock as of February 28,
2003 was $.12 per share. There have been no dividends paid with respect
to Issuer's Common Stock during the past two years.
On December 26, 2002 (the "Record Date"), the Company effected a
one-for-fifty (1-for-50) reverse stock split of the Company's Common
Stock, pursuant to which each fifty (50) shares of the Company's Common
Stock outstanding were exchanged into one (1) share of the Company's
Common Stock. Trading in the Company's new shares will commence at the
opening of business on December 26, 2002, under the new trading symbol
of "SLTN". No fractional shares were issued and stockholders entitled
to receive fractional shares because they held a number of shares not
evenly divisible by fifty received, in lieu of such fractional shares,
shares based on rounding up to the nearest whole share. The total number
of shares of the Company's common stock issued and outstanding prior to
the reverse split was 53,626,325 and the total number of shares of the
Company's common stock that will be issued and outstanding after the
reverse split is approximately 1,074,155. In connection with the reverse
split, the Company maintained the par value of its common stock at $.01
par value per share. In conjunction with the reverse stock split the
Company increased the number of authorized shares from 1,200,000 to
20,000,000 shares.
Item 2. Identity and Background
-----------------------
Not Applicable.
Item 3. Past Contracts, Transactions and Negotiations
---------------------------------------------
Not Applicable.
Item 4. Terms of the Transaction
------------------------
The Company increased its authorized Common Stock from 1,200,000
shares to 20,000,000 shares as set out in its Information Statement
distributed to its stockholders and filed pursuant to Rule 14C.
Item 5. Plans and Proposals of the Issuer or Affiliates
-----------------------------------------------
Not Applicable.
Item 6. Source and Amounts of Funds or Other Consideration
--------------------------------------------------
Not Applicable.
2
Item 7. Purpose, Alternatives, Reasons and Effects
------------------------------------------
The Issuer's Board of Directors authorized the increase in
authorized Common Stock in connection with the Company's on-going efforts
to seek and acquire a business which might warrant the Company's
involvement. The Company anticipates that it will require issuance of
additional Common Stock beyond that previously authorized to complete a
suitable acquisition if and when it is able to do so. No alternative
means to accomplish that purpose was identified or considered.
Upon completion of the increase in its authorized Common Stock, the
Company will have the ability to issue substantial additional Common
Stock to acquire commensurate value through acquisition of an as yet
unidentified business. Mere increase in the authorized Capital Stock of
the Company has no other effect and has no effect on the Company's
stockholders, including an absence of any tax consequence.
Item 8. Fairness of the Transaction
---------------------------
Since the transaction consists solely of increasing the Issuer's
authority to issue additional Common Stock, there is no issue of fairness
to unaffiliated stockholders. No director dissented or abstained from
the increase in authorized Common Stock. The increase in authorized
Common Stock was implemented by written consent of the Company's
majority shareholders without a meeting pursuant to the authority granted
by applicable provisions of Section 228 of the General Corporation Law
of the State of Delaware. Approval of unaffiliated security holders was
neither required nor sought. No affiliated representative was retained
to act on behalf of unaffiliated security holders with regard to
increasing the number of shares of Common Stock authorized in the
Company's Certificate of Incorporation.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations
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Not Applicable.
Item 10. Interest in Securities of the Issuer
------------------------------------
Not Applicable.
Item 11. Contracts, Arrangements or Understandings with Respect to the
Issue of Securities
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Not Applicable.
Item 12. Present Intention and Recommendation of Certain Persons with
Regard to the Transaction
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Not Applicable.
Item 13. Other Provisions of the Transaction
-----------------------------------
Pursuant to the Delaware General Corporation Law dissenting
stockholders do not have appraisal rights in connection with the increase
in authorized Common Stock in the transaction reflected in this Schedule
13E-3.
Item 14. Financial Information
---------------------
The Issuer's audited financial statement for the fiscal year ended
December 31, 2001 and unaudited quarterly statement for the period ending
3
September 30, 2002, and filed with the Issuer's Annual Report on Form 10-
KSB and 10-QSB, respectively, for those fiscal periods are incorporated
by reference. The transaction reported in this Schedule 13E-3, an
Amendment to the Company's Certificate of Incorporation to increase its
authorized Common Stock from 1,200,000 shares to 20,000,000 shares has
no effect on the Company's financial condition or situation.
Item 15. Persons and Assets Employed, Retained or Utilized
-------------------------------------------------
Not Applicable.
Item 16. Additional Information
----------------------
None.
Item 17. Material to be Filed as Exhibits
--------------------------------
The Issuer's Information Statement regarding the proposed increase
of authorized Common Stock of the Company from 1,200,000 shares to
20,000,000 shares is included herewith as Exhibit (d).
SIGNATURE
---------
After due 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.
SEALANT SOLUTIONS, INC.
By:/s/ Michael E. Fasci
-----------------------------
Michael E. Fasci
Chief Executive Officer
Dated: March 11, 2003
4
[EXHIBIT]
Stockholders Should Carefully Read this Information Statement
and the Accompanying Materials in their Entirety
INFORMATION STATEMENT
REGARDING THE PROPOSED INCREASE OF
AUTHORIZED COMMON STOCK
OF THE COMPANY FROM
1,200,000 SHARES TO 20,000,000 SHARES BY
SEALANT SOLUTIONS, INC.
This Information Statement and the accompanying materials are being
provided by Sealant Solutions, Inc. (the "Company") to the Company's
stockholders in connection with an increase of authorized Common Stock
of the Company from 1,200,000 shares to 20,000,000 shares approved by the
Company's Board of Directors on December 7, 2002. This Information
Statement and such accompanying materials were first sent or given to
stockholders on or about March 1, 2003 to stockholders of record as of
December 13, 2002. As of December 12, 2002, there were 53,626,325 shares
of Common Stock issued and outstanding held by approximately 1,958
stockholders of record. The Company resolved that the increase in its
authorized Common Stock be effective on or about December 23, 2002 (the
"Effective Date").
The Company will bear all the costs of the preparation and dissemination
of this Information Statement and the accompanying materials, which are
estimated to be approximately $5,000. No consideration has or will be
paid to any officer, director, or employee of the company in connection
with the increase in authorized Common Stock or the preparation and
dissemination of this Information Statement or otherwise in connection
with the increase in authorized Common Stock.
Correspondence with respect to the increase in authorized Common Stock
should be addressed to the Chief Executive Officer of the Company at the
Company's principal executive office at:
29 Abbey Lane
Middleboro, Massachusetts 02346.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY
PURSUANT TO THE DELAWARE GENERAL CORPORATION LAW, DISSENTING STOCKHOLDERS
WILL NOT HAVE APPRAISAL RIGHTS IF THE INCREASE IN AUTHORIZED COMMON STOCK
IS EFFECTED. See Increase in Authorized Common Stock - Lack of Appraisal
Rights.
Exhibit - Pg. 1
TABLE OF CONTENTS
-----------------
Page
INFORMATION STATEMENT ......................................... 1
The Company............................................... 1
The Increase in Authorized Common Stock................... 3
Reasons for the Increase in Authorized
Common Stock........................................... 3
Further Stockholder Approval Not Required................. 3
No Exchange of Stock Certificates......................... 4
Postponement or Abandonment............................... 4
Effective Time............................................ 4
Lack of Income Tax Consequences........................... 4
EFFECTS OF INCREASE IN AUTHORIZED COMMON STOCK
ON THE COMPANY............................................... 4
Changes in Authorized Capital Stock; Terms of
Common Stock Unchanged................................. 4
No Changes in Proportionate Stock Ownership and
Share Values........................................... 4
Possible Extraordinary Transactions...................... 5
THE COMPANY - BACKGROUND...................................... 5
Market For Company's Common Equity And
Related Stockholder Matters........................... 5
Financial Condition...................................... 7
Liquidity................................................ 7
Capital Resources........................................ 7
Results of Operations.................................... 7
Going Concern Uncertainty................................ 8
Absence of Firm Offers for Acquisition Transactions...... 8
COMMON STOCK OWNERSHIP OF MAJORITY
SHAREHOLDERS AND MANAGEMENT................................ 8
Certain Relationships and Related Transactions.......... 9
FINANCIAL INFORMATION......................................... 9
OTHER INFORMATION;
Exhibit "A" - Certificate of Amendments to
Certificate of Incorporation............................ 10
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS
OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
Exhibit - Pg. 2
INFORMATION STATEMENT
---------------------
Stockholders are urged to read this Information Statement and its
exhibits in their entirety.
The Company
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The Company was incorporated in Delaware in 1995 under the name
UC'NWIN Systems, Inc. In August 1999, the Company changed its name to The
Winners Edge.com, Inc. During 1999, as a result of a Chapter 11
Bankruptcy Plan of Reorganization, the Company acquired the assets of The
Winners Edge Licensing Corporation. In addition to the assets, the
Company also acquired a ten-year license with the exclusive right to
market the Winners Edge handicapping product renewable for a second ten
years. The Company did not acquire the ownership of the handicapping
program. In September 2000, the Company stopped marketing the Winners
Edge handicapping product due to insufficient income. On March 30, 2001,
the Company acquired a roofing sealant product, Roof Shield, which the
Company intends to market worldwide. In July 2001, the Company changed
its name to Sealant Solutions, Inc. In September 2001, the Company
acquired the rights to sell and distribute in the United States the Lady
Ole' line of cosmetics products. In February 2002, the Company entered
into a joint venture agreement with IFG Goldstar Cement Company for the
entitlement to a royalty payment based upon the sale of certain concrete
products. In April 2002, the Company sold its rights to the Lady Ole line
of cosmetic products, and is no longer in that business. In November
2002, the Company agreed to terminate and cancel the remaining term of
it's licensing agreement with the Winners Edge Licensing Corporation, and
will no longer attempt to market that product.
In August 2002, Wayne Baldridge and Jeff Morris (the "Plaintiffs")
former officers and directors of the Company, filed suit in the Circuit
Court in and for Broward County, Florida, against the Company, Michael
Fasci and Cary Parish (the "Defendants") alleging that the Defendants
refused to authorize the removal of the restrictive legend on their
shares of the Company's common stock resulting in damages in excess of
$15,000. The Company retained legal counsel to defend the litigation.
In November 2002, the Company reached an agreement with Plaintiffs.
Without admitting or denying the allegations, and in exchange for
dismissal of the lawsuit, the Company agreed to issue to the Plaintiffs,
750,000 shares of Rule 144 restricted stock and to cancel the remainder
of the licensing agreement between the Company and The Winners Edge
Licensing Corporation. The Company's Board of Directors believes that
the settlement is favorable to the Company.
The Company is currently attempting to effect a merger, exchange of
capital stock, asset acquisition, or other similar business combination
with an operating or development stage business that the Company may
consider to have significant growth potential. Management has determined
that the Company's business plan is primarily to seek one or more
potential businesses which may, in the opinion of management, warrant the
Company's involvement. The Company recognizes that as a result of its
limited financial, managerial, or other resources, the number of suitable
potential businesses which may be available to it will be extremely
limited. In seeking to attain its business objective, the Company will
not restrict its search to any particular industry. Rather, the Company
may investigate businesses of essentially any kind or nature, including
but not limited to, finance, high technology, manufacturing, service,
sports, research and development, communications, insurance, brokerage,
transportation and others. Notwithstanding the foregoing, management
does not intend to become involved with a company which is an "investment
company" under the Investment Company Act of 1940, or with a company
which may be deemed an "investment advisor" under the Investment Advisors
Act of 1940. Nor does the Company intend to become an investment company
Exhibit - Pg. 3
or an investment advisor. Management's discretion is otherwise
unrestricted and it may participate in any business whatsoever which may
in the opinion of management, meet the business objectives discussed
herein. It is emphasized that the business objectives discussed herein
are extremely general and are not intended to be restrictive upon the
discretion of management. As of the date of this report, the Company has
not chosen the particular area of business in which its proposes to
engage and has not conducted any market studies with respect to any
business or industry, although management of the Company has had
preliminary discussions with a variety of enterprises.
The Company will not restrict its search to any specific industry
(except as set forth above), but may acquire an entity or position in a
company which is (i) in its preliminary or development state; or (ii) is
a going concern. At this time, it is impossible to determine the needs
of the business in which the Company may seek to participate, and whether
such business may require additional capital, management, or may be
seeking other advantages which the Company may offer. In other
instances, possible business endeavors may involve the acquisition of or
a merger with a company which does not need additional equity, but seeks
to establish a public trading market for its securities.
Businesses which seek the Company's participation in their
operations may desire to do so to avoid what such businesses deem to be
adverse factors related to undertaking a public offering. Such factors
include substantial time requirements and legal costs, along with other
conditions or requirements imposed by Federal and state securities laws.
The analysis of potential business endeavors will be undertaken by
or under the supervision of the Company's management. Management is
comprised of individuals of varying business experiences, and management
will rely on their own business judgment in formulating decisions as to
the types of businesses which the Company may acquire or in which the
Company may participate. It is quite possible that management will not
have any business experience or expertise in the type of businesses
engaged in by a company which may be investigated by the Company.
In analyzing prospective businesses, management anticipates
considering such factors as available technical, financial and managerial
resources; working capital and other financial requirements; such
businesses' history of operations, if any, and prospects for the future;
the nature of present and expected competition; the quality and
experience of management services which may be available and the depth
of that management; the potential for further research and development;
risk factors; the potential for growth and expansion; the potential for
profit; the perceived public recognition or acceptance of such
businesses, products, services, trade or service marks; its name
identification; and other relevant factors.
While it is anticipated that these factors will be considered, to
a large extent a decision to participate in a specific business will be
difficult, if not impossible, to analyze through the application of
objective criteria. In many instances, the achievements of a specific
business to date may not necessarily be indicative of its potential for
the future because of various changing requirements in the marketplace,
such as the ability to substantially shift marketing approaches, expand
significantly or change product emphasis, change or substantially alter
management, or other factors. On the other hand, the management of such
companies may not have proven their abilities or effectiveness, or
established the viability of the market, or the products or services
which they propose to market. As such, the profitability of such a
business may be unpredictable and might therefore subject the Company and
its assets to substantial risks.
It is anticipated that any number of prospective businesses will be
available to the Company from various sources, including its management,
its professional advisors, securities broker-dealers, venture
Exhibit - Pg. 4
capitalists, members of the financial community, and others who may
present unsolicited proposals. In some instances, the Company may
publish notices or advertisements in financial or trade publications
seeking potential business acquisitions. In certain circumstances, the
Company may agree, in connection with an acquisition, to pay a finder's
fee or other compensation to an investment banking firm or other person
(who may or may not be affiliated with the Company) who submits to the
Company a business in which the Company participates.
It is anticipated that locating and investigating specific proposals
will take a substantial period of time, although the time such process
will take can by no means be assured. Further, even after a business is
located, the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments may require substantial
additional time, effort and attention on the part of management, as well
as substantial costs for attorneys, accountants and others. If a
decision is made not to participate in a specific business endeavor, the
costs theretofore incurred in the related investigation might not be
recoverable. Furthermore, even if an agreement were reached for the
participation in a specific business, the failure to consummate that
transaction might result in the loss to the Company of the related costs
incurred.
At present, the Company does not own any property. The Company
maintains its business address at a minimal cost. Administrative
services, including the use of fixtures, furniture and equipment, and the
use of employees to provide secretarial and bookkeeping services, are
provided to the Company at no cost by the Company's current officers and
directors.
The Increase in Authorized Common Stock
- ---------------------------------------
The Company's Board of Directors and shareholders approved a
proposal on December 7, 2002 authorizing an amendment to the Company's
Certificate of Incorporation increasing the authorized number of shares
of Common Stock from 1,200,000 shares to 20,000,000 shares.
Reasons for the Increase in Authorized Common Stock
- ---------------------------------------------------
The Board of Directors authorized the increase in authorized Common
Stock in connection with the Company's on-going efforts to seek and
acquire a business which might warrant the Company's involvement. The
Company anticipates that it will require issuance of additional Common
Stock to complete a suitable acquisition if and when it is able to do so.
Further Stockholder Approval Not Required
- -----------------------------------------
The Increase in Authorized Common Stock has been approved by the
written consent of the Company's majority stockholders, dated December
7, 2002. Such consent from holders of a majority of the Company's issued
and outstanding shares is sufficient to approve the Increase in
Authorized Common Stock under the Delaware General Corporation Law. No
other vote or consent of any other stockholders, including the vote or
consent of a majority of the unaffiliated stockholders is required or
will be sought in connection with the Increase in Authorized Common
Stock. Under the Delaware General Corporation Law and the Company's
Certificate of Incorporation, the affirmative vote of a majority of the
issued and outstanding shares voting by written consent constitutes the
act of the stockholders. ACCORDINGLY, THE COMPANY IS NOT ASKING YOU FOR
A PROXY AND YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
Exhibit - Pg. 5
No Exchange of Stock Certificates
- ---------------------------------
If the Increase in Authorized Common Stock is effected, all stock
certificates representing shares of the Company's Common Stock will
continue to represent the same number of shares of Common Stock.
Stockholders should NOT send their certificates to the Company in
connection with the Increase in Authorized Common Stock. Each
stockholder of record who holds shares of Common Stock will continue to
hold such shares represented by their existing stock certificates.
PLEASE NOTE THAT ALL EXISTING STOCK CERTIFICATES SHOULD NOT BE SENT
TO THE COMPANY OR THE TRANSFER AGENT IN CONNECTION WITH THE INCREASE IN
AUTHORIZED COMMON STOCK.
Postponement or Abandonment
- ---------------------------
The Company's Board of Directors is not likely to postpone, revise
or abandon the Increase in Authorized Common Stock for any reason,
including, without limitation, in the Directors' sole judgment.
Effective Time
- --------------
Subject to the ability of the Board of Directors to postpone or
abandon the Increase in Authorized Common Stock, the Increase in
Authorized Common Stock will be effected by filing an amendment to the
Company's Certificate of Incorporation with the Delaware Secretary of
State and will be effective upon such filing. The Amendment to the
Company's Certificate of Incorporation is set forth as Exhibit "A" to
this Information Statement. The Company filed the Amendment to its
Certificate of Incorporation on December 22, 2002 and the Amendment
became effective on or about December 23, 2002, the "Effective Date".
Lack of Income Tax Consequences
- -------------------------------
The Increase in Authorized Common Stock will not have any income tax
consequence to the Company or its stockholders.
EFFECTS OF INCREASE IN AUTHORIZED COMMON STOCK ON THE COMPANY
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Changes to Authorized Capital Stock; Terms of Common Stock Unchanged
- --------------------------------------------------------------------
When the Increase in Authorized Common Stock is effected, the number
of authorized shares of the Company's Common Stock will be increased from
1,200,000 shares, $0.01 par value to 20,000,000 shares, $0.01 par value.
Apart from such changes, the terms of the Company's Common Stock will
remain the same.
No Changes in Proportionate Stock Ownership and Share Values
- ------------------------------------------------------------
Stockholders who remain stockholders of the Company after the
Increase in Authorized Common Stock will experience no change in their
percentage stock ownership in the Company as a result of the increase in
authorized Common Stock.
Exhibit - Pg. 6
Possible Extraordinary Transactions
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Other than as described in this Information Statement with respect
to the Company's efforts to locate and acquire a viable business
enterprise, the Company has no current plan to effect any extraordinary
corporate transaction, such as reorganization, liquidation, change in its
present Board of Directors or management, or change in no dividend
policy. The Company also has no current plans to engage in any public
offering of shares of common stock or other securities. There is no
assurance, however, that the Company will not form an intention to engage
in any of the foregoing transactions in the near future, or that it will
be able to negotiate any or all of the contemplated transactions on terms
favorable to the Company.
THE COMPANY - BACKGROUND
------------------------
Market For Company's Common Equity and Related Stockholder Matters
- ------------------------------------------------------------------
The Common Stock is currently traded on the OTC Bulletin Board under
the symbol "SLTN". The following table sets forth, for the fiscal
periods indicated, the high and low bid prices for the Common Stock on
the Nasdaq SmallCap Market for the periods prior to December 31, 2002,
and the OTC Bulletin Board thereafter. This information represents
prices between dealers and does not reflect retail mark-up or mark-down
or commissions, and may not necessarily represent actual market
transactions.
Fiscal Period High Bid Low Bid
- ------------- -------- -------
2000:
- -----
First Quarter........................... $ .31 $ .21
Second Quarter.......................... .80 .80
Third Quarter .......................... .15 .10
Fourth Quarter.......................... .02 .01
2001:
First Quarter........................... $ .12 $ .08
Second Quarter.......................... .05 .05
Third Quarter .......................... .11 .09
Fourth Quarter.......................... .05 .04
2002:
First Quarter........................... $ .03 $ .03
Second Quarter.......................... .02 .02
Third Quarter .......................... .02 .02
Fourth Quarter.......................... .10 .10
The closing bid price for the Company's Common Stock on the OTC
Bulletin Board on February 28, 2003 was $.12 per share.
As of February 28, 2003, there were approximately 1958 record
holders of the Company's outstanding Common Stock. Moreover, additional
shares of the Company's Common Stock are held for stockholders at
brokerage firms and/or clearing houses, and therefore the Company was
unable to determine the precise number of beneficial owners of Common
Stock as of February 28, 2003.
Exhibit - Pg. 7
The Company has never declared or paid cash dividends on its capital
stock and the Company's Board of Directors intends to continue its policy
for the foreseeable future. Earnings, if any, will be used to finance
the development and expansion of the Company's business. Future dividend
policy will depend upon the Company's earnings, capital requirements,
financial condition and other factors considered relevant by the
Company's Board of Directors and will be subject to limitations imposed
under Delaware law.
The Company was incorporated in Delaware in 1995 under the name
UC'NWIN Systems, Inc. In August 1999, the Company changed its name to The
Winners Edge.com, Inc. During 1999, as a result of a Chapter 11
Bankruptcy Plan of Reorganization, the Company acquired the assets of The
Winners Edge Licensing Corporation. In addition to the assets, the
Company also acquired a ten-year license with the exclusive right to
market the Winners Edge handicapping product renewable for a second ten
years. The Company did not acquire the ownership of the handicapping
program. In September 2000, the Company stopped marketing the Winners
Edge handicapping product due to insufficient income. On March 30, 2001,
the Company acquired a roofing sealant product, Roof Shield, which the
Company intends to market worldwide. In July 2001, the Company changed
its name to Sealant Solutions, Inc. In September 2001, the Company
acquired the rights to sell and distribute in the United States the Lady
Ole' line of cosmetics products. In February 2002, the Company entered
into a joint venture agreement with IFG Goldstar Cement Company for the
entitlement to a royalty payment based upon the sale of certain concrete
products. In April 2002, the Company sold its rights to the Lady Ole line
of cosmetic products, and is no longer in that business. In November
2002, the Company agreed to terminate and cancel the remaining term of
it's licensing agreement with the Winners Edge Licensing Corporation, and
will no longer attempt to market that product.
Business Discussion
- -------------------
The following is a review of some of the company's major business
activities during the previous 24 months:
Universal Sealant, Ltd.
-----------------------
In March, 2001, the Company acquired the assets of Universal
Sealant, Ltd. One of the terms of the acquisition was that Universal
Sealant, Ltd. was to provide the sales and marketing effort for the sale
of the "Roof Shield" product. The Company was to pay Universal Sealant,
Ltd. for the acquisition out of the "net-profits" of the sale of the
product over two years. To date, Universal Sealant has provided minimal
sales and marketing effort in support of the sale of the Roof Shield
product. This lack of effort prevented the Company from reaching its
expected sales goals in 2001. In light of the minimal efforts of
Universal Sealant, Ltd. the Company has expended its own monies to sell
and market the Roof Shield product in an attempt to enhance shareholder
value. While sales of Roof Shield have been minimal to date, the company
is encouraged by its own internal sales and marketing efforts. The
company anticipates receiving Roof Shield orders in the future. As a
result of the minimal sales and marketing efforts of Universal Sealant,
Ltd., the Company anticipates taking title to all of the assets of
Universal Sealant, Ltd. in March 2003, with no payments being made to
Universal Sealant, Ltd. for the acquisition.
IFG Goldstar Cement Company
---------------------------
On February 1, 2002, the Company sold its securities via a private
placement to accredited investors. The Company issued and sold
12,500,000 restricted shares at a price of $.02 per share totaling
$250,000 to a single investor (see Item 11). The Company used these
funds to enter into a royalty agreement with IFG Goldstar Cement Company
("Goldstar") whereby the Company would receive a royalty of $.375 per
Exhibit - Pg. 8
metric ton from the import of concrete sold by Goldstar and delivered
directly or indirectly through the Goldstar distribution center in Los
Angeles, California which distribution is estimated to start in June
2003. Edward R. Showalter, the principal shareholder of International
Financial Group d/b/a IFG Goldstar Cement Company is the subject of a
civil action initiated by the Securities and Exchange Commission.
Financial Condition
- -------------------
At September 30, 2002, the Company had current assets of $12,349 as
compared to $23,106 at December 31, 2001, total assets of $263,234, as
compared to $60,397 at December 31, 2001, and shareholders equity of $
165,432 compared to a shareholder deficiency of assets of ($37,111) as
of December 31, 2001. Both the increase in assets and shareholder equity
were primarily due to a $ 250,000 private placement of the Company's
common stock in February of 2002. Those proceeds were used to enter into
its royalty agreement with IFG Goldstar Cement Co.
Liquidity
- ---------
The Company had a net increase in cash and cash equivalents for the
nine months ended September 30, 2002 of $443, cash and cash equivalents
at September 30, 2002 of $2,149, and cash and cash equivalents of $1,706
at December 31, 2001.
Capital Resources
- -----------------
The Company has no present material commitments for additional
capital expenditures. The Company has no outstanding credit lines and no
loan commitments in place. Short term, the Company anticipates generating
cash to continue its operations either thru private placements of its
common stock or from capital contributions from its officers and/or
directors.
Results of Operations
- ---------------------
The Company continues to pursue its business objectives, but has yet to
generate any significant revenues from its sealant product or from its
cement joint venture with IFG Goldstar. There were essentially no
revenues generated from the sales of its products for the nine months
ended September 30, 2002. The Company continues to pursue the sales of
its Roof Shield product and anticipates revenues developing in the
fourth quarter of 2002 as a result of its efforts over the past year. The
Company continues to work with IFG Goldstar Cement Company to assist in
the completion of the final phase of funding it requires to enable the
royalty revenue stream to commence. The Company anticipates these
revenues to begin in the first quarter of 2003.
The Company's revenues for the quarter ended September 30, 2002,
were $-0- compared to sales of $13,500 in the year earlier quarter. The
principal reason for the decreased revenue was the reduction in sales of
its sealant product as seen in the previous period.
Operating expenses for the nine months ended September 30, 2002 were
$123,905, as compared to $ 145,063 for the nine months ended September
30, 2001. The decrease in operating expenses is due to the Company
reducing its expenditures to be more in line with income.
Operating expenses for the quarter ended September 30, 2002 were
$19,341 compared to net loss of $79,037 in the quarter ended September
30, 2001. The decrease in operating expenses is due to the Company
Exhibit - Pg. 9
reducing its expenditures to be more in line with income, primarily due
to a reduction in employee compensation.
The Company realized a net loss of $(119,467) for the nine months
ending September 30, 2002, as compared to a net loss of $(118,730) for
the nine months ending September 30, 2001.
The Company realized a net loss of $(19,341) for the three months
ending September 30, 2002, as compared to a net loss of $(79,037) for the
three months ending September 30, 2001. The decrease in net loss for the
period was primarily due to a reduction in compensation to the employees
of the Company as a result of the lack of income from the sale of the
Company's products.
The Company knows of no unusual or infrequent events or
transactions, nor significant economic changes that have materially
affected the amount of it's reported income from continuing operations
for the nine-month period ended September 30, 2002.
Going Concern Uncertainty
- -------------------------
As of December 31, 2002, the Company effectively had no operations
and was seeking a merger or acquisition partner for future operations.
As of December 31, 2001 and 2002, the Company had no material assets.
These factors raise substantial doubt as to the Company's ability to
continue as a going concern unless management can acquire a profitable
operation and develop the necessary cash flow to meet financial
obligations as they become due. Presently, management is attempting to
fulfill these objectives by bringing the Company into compliance with the
filing requirements of the Securities and Exchange Commission.
Absence of Firm Offers for Acquisition Transactions
- ---------------------------------------------------
Since January 1, 2003, the Company has not received any firm offers
made by any unaffiliated persons for the merger or consolidation of the
Company with or into such person or of such person with the Company.
COMMON STOCK OWNERSHIP OF
MAJORITY SHAREHOLDERS AND MANAGEMENT
------------------------------------
The following table sets forth, as of the date of this Information
Statement, certain information concerning beneficial ownership of the
Company's Common Stock by (i) each person known to the Company to own 5%
or more of the Company's outstanding Common Stock, (ii) all directors of
the Company and (iii) all directors and officers of the Company as a
group:
Name and Address Shares Beneficially Percent of
of Beneficial Owner Owned (1) Class
- ------------------- ------------------- ----------
Michael E. Fasci 28,041,500(1)(2) 52.2 %
P.O. Box 500
E. Taunton, MA 02718
Edward W. Fasci Jr 205,000 (1) 0.4 %
105 Saranac Drive
Nashua, NH
------------ ----
Exhibit - Pg. 10
All Directors and Executive 28,246,500 (1) 52.6 %
Officers as a Group
(2 Persons)
- ---------------------------
(1) Pre-split shares
(2) Includes 2,500,000 common shares owned by Guest Travel, Inc., a
private corporation owned by Mr. Fasci.
As of February 28, 2003 there were 53,707,750 pre-split or 1,074,155
post-split shares of the registrant's Common Stock issued and
outstanding.
Certain Relationships and Related Transactions
- ----------------------------------------------
Since the appointment of new Company management, certain members of
the Board of Directors have agreed to pay certain obligations of the
Company, including certain past due and current accounting and legal
fees, stock transfer agent fees, franchise taxes, state and federal
taxes, and other expenses incurred or to be incurred in connection with
bringing the Company current with respect to reporting obligations under
the 1934 Act.
FINANCIAL INFORMATION; OTHER INFORMATION;
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Pursuant to the Exchange Act, the Company files with the SEC
periodic reports and other documents relating to its business and
operations, financial condition, and other matters. Financial
information is incorporated by reference from the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2001, and its Quarterly
Reports on Form 10-QSB for the quarters ended March 31, 2002, June 30,
2002, and September 30, 2002. In connection with the Increase in
Authorized Common Stock, the Company has filed with the SEC a Rule 13e-3
Transaction Statement on Schedule 13E-3. The Schedule 13E-3 and the
other filings made by the Company as described above, may be inspected
without charge, and copies may be obtained at prescribed rates at the
public reference facilities maintained by the SEC at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, or on-line from
the Securities & Exchange EDGAR system at: http://www.sec.gov The
Schedule 13E-3 and the Annual and Quarterly Reports are also available
for inspection and copying during normal business hours at the principal
executive offices of the Company at 29 Abbey Lane, Middleboro, MA 02346.
Exhibit - Pg. 11
SEALANT SOLUTIONS, INC.
-----------------------
EXHIBIT "A"
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
Exhibit - Pg. 11
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SEALANT SOLUTIONS, INC.
SEALANT SOLUTIONS, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,
does certify:
FIRST: that pursuant to the Unanimous Written Consent of the Board
of Directors of the Corporation, the Board adopted a resolution dated
December 7, 2002, amending Article Four to the Articles of Incorporation
of the Company to change the aggregate number of shares of Capital Stock
that the Company shall have authority to issue at One Million Two Hundred
Thousand (1,200,000) shares in accordance with a one-for-fifty reverse
stock split.
SECOND: that in lieu of a meeting and vote of stockholders, and in
accordance with the provisions of Section 303 of the General Corporation
Law of the State of Delaware, the Board of Directors of said corporation,
by the unanimous written consent of its members, adopted a resolution
proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said Corporation:
RESOLVED, that the Certificate of Incorporation of SEALANT
SOLUTIONS, Inc. be amended by deleting Article Four to the Articles of
Incorporation of the Company and to insert the following in its place and
stead:
"The total number of shares of stock which the
Corporation shall have authority to issue is twenty
million (20,000,000). All such shares are to be
common stock, par value of one cent ($.01), and are
to be of one class."
THIRD: that the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, Sealant Solutions, Inc. has caused this
Certificate to be signed by Michael E. Fasci, its Secretary this 8th day
of December, 2002.
SEALANT SOLUTIONS, INC.
By:/s/ Michael E. Fasci
----------------------------------
Michael E. Fasci, Secretary
Exhibit - Pg. 12