UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 3, 2002
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Trivantage Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-27039 88-0292249
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(Commission File Number) (IRS Employer Identification No.)
2775 Mesa Verde Drive East, #F101, Costa Mesa, CA 92626
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(Address of principal executive offices) (Zip Code)
(949) 979-7074
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Registrant's telephone number, including area code:
15303 Ventura Blvd., Suite 1510
Sherman Oaks, CA 91403
(818) 380-8180
--------------------------------
(Former name, address and telephone number)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On December 28, 2001, the Company entered into a Shell Acquisition
Agreement (the "Acquisition Agreement") with Proteo, Inc., a Nevada corporation
("Old Proteo"), which results in a restructuring of the Company's management,
Board of Directors, and ownership.
In accordance with the Acquisition Agreement, Proteo, Inc. acquired
176,660,280 shares of the Company's common stock from Sitestar Corporation,
representing approximately 90% of the issued and outstanding common stock of the
Company. As part of the Agreement, the existing directors of the Company
resigned and appointed Oliver Wiedow, Birge Bargmann, Holger Pusch, Ulrich Gl
ser, Hartmut Weigelt and Joerg Alte to the Board of Directors. Those directors
elected Joerg Alte as President and Chief Financial Officer and Ulrich Gl ser as
Secretary.
The name of the Company is being changed to Proteo, Inc. The name of the
acquiring entity is being changed from Proteo, Inc. to Proteo Marketing, Inc.
Simultaneously with the name change, the Company is completing a one for one
hundred fifty reverse stock split of its equity securities. Prior to the
acquisition and the reverse split, the Company had 196,000,000 shares
outstanding.
Immediately upon completion of the reverse stock split and the name change,
the Company will issue an aggregate of 20,286,512 shares to the shareholders of
Proteo Marketing, Inc. in consideration for their Proteo Marketing, Inc. shares.
This will result in approximately 21,953,179 shares issued and outstanding.
Notice of the acquisition and the reverse stock split was sent to all of
the shareholders of the Company on a Schedule 14f-1 information which was first
mailed to shareholders on or about January 11, 2002.
The Acquisition Agreement was adopted by the unanimous consent of the Board
of Directors of the Company and Old Proteo.
2
(b) The following table sets forth, as of January 4, 2002, certain
information with respect to the Company's equity securities owned of record or
beneficially by (i) each Officer and Director of the Company; (ii) each person
who owns beneficially more than 5% of each class of the Company's outstanding
equity securities; and (iii) all Directors and Executive Officers as a group.
The address for all of the following entities and individuals is c/o Proteo,
Inc., 2775 Mesa Verde Drive East, #F101, Costa Mesa, CA 92626. The numbers
reflect a proposed 1 for 150 reverse stock split of the Company's common stock
and the issuance of 20,286,512 newly issued shares to the shareholders of Proteo
Marketing, Inc. in exchange for their Proteo Marketing, Inc. shares.
Name and Address of Amount and Nature of Percent
Title of Class. . . . . . . . . . . . . . . . . . . Beneficial Owner Beneficial Ownership (1) of Class
- --------------------------------------------------- ---------------------- ------------------------ --------
Common. . . . . . . . . . . . . . . . . . . . . . . Proteo Marketing, Inc. 1,177,735 5.4%
Stock
Common. . . . . . . . . . . . . . . . . . . . . . . Oliver Wiedow 10,680,000 48.6%
Stock
Common. . . . . . . . . . . . . . . . . . . . . . . Birge Bargmann 2,000,000 9.3%
Stock
Common. . . . . . . . . . . . . . . . . . . . . . . Holger Pusch 20,000 0.1%
Stock
Common. . . . . . . . . . . . . . . . . . . . . . . Ulrich Glaser 100,000 0.5%
Stock
Common. . . . . . . . . . . . . . . . . . . . . . . Hartmut Weigelt 150,000 0.7%
Stock
Common. . . . . . . . . . . . . . . . . . . . . . . Joerg Alte 140,000 0.6%
Stock
All officers and directors as a group (6 persons) 13,090,000 60.6%
(1) Based on 21,593,179 shares outstanding after the reverse stock split and
the issuance of shares to Proteo Marketing, Inc. shareholders
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) The consideration exchanged pursuant to the Acquisition Agreement was
negotiated between the shareholders of Trivantage, Trivantage and Proteo.
In evaluating Proteo as a candidate for the proposed acquisition,
Trivantage and its shareholders used criteria such as Proteo's business strategy
which is focused on the development of pharmaceuticals based on human protein
(in particular Elafin) (as set forth more fully below under "Business") and
other anticipated operations, and Proteo's and its principal's business name and
3
reputation. The Trivantage shareholders also believed the cash purchase price
paid in the acquisition was reasonable and comparable to similar type of
transactions. Trivantage and its shareholders determined that the consideration
for the merger was reasonable.
(b) Proteo as the combined entity intends to continue its historical
businesses and proposed businesses as set forth more fully immediately below.
The historical business and operations of Trivantage shall no longer be
continued by the new Proteo.
BUSINESS
Proteo, Inc. ("Old Proteo") was incorporated in the State of Nevada and
began operations in November 2000. In December 2000, Old Proteo entered into a
Reorganization and Stock Exchange Agreement with Proteo Biotech AG, a German
corporation located in Kiel, Germany. Pursuant to the terms of the agreement,
all of the shareholders of Proteo Biotech AG exchanged their common stock for an
aggregate of 2,500,000 shares of Old Proteo's common stock. As a result, Proteo
Biotech AG (the "Subsidiary") is currently a wholly owned subsidiary of Old
Proteo, which will become a wholly owned subsidiary of Trivantage Group, Inc.,
which is being renamed Proteo, Inc. ("Proteo" or the "Company").
The Company and the Subsidiary intend to develop, manufacture, promote, and
market pharmaceuticals and other biotech products. However, we do not believe
that any of our planned products will produce sufficient revenues in the next
six years to support us financially. We currently expect to only sell small
quantities of these products in the first few business years. We intend to
identify and develop other potential products. To achieve profitable
operations, the Company, independently or in collaboration with others, must
successfully identify, develop, manufacture, and market proprietary products.
The products and technologies we intend to develop will require significant
commitments of personnel and financial resources.
Our business strategy is focused on the development of pharmaceuticals
based on human protein. Specifically, we intend to initially focus our research
on the development of drugs based on the human protein Elafin. We believe that
Elafin may be useful in the treatment of cardiac infarction, serious injuries
caused by accidents, post-surgery damage to tissue, and complications resulting
from organ transplantation.
Elafin is a human protein that naturally occurs in human skin, lungs and
mammary gland. Elafin is an elastase inhibitor which inhibits the activity of
two enzymes called elastase and proteinase 3. Both of these enzymes are known
to be involved in the breakdown of tissue in various inflammatory diseases.
Elafin protects cells containing it against destruction by these enzymes. We
intend to utilize Elafin as a drug in the treatment of various diseases and
injuries.
We believe that Elafin may be useful as a drug in the treatment of cardiac
infarction. Cardiac infarction appears as a result of deficiencies in the blood
supply of heart muscles caused by damage to the supplying coronary vessels. As
an immediate result, the heart weakens and the heart muscles are destroyed.
Damage to tissue caused by cardiac infarction will slowly form scars. Current
methods of treatment are aimed at restoring the blood supply to the heart,
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either by replacement with new blood vessels (bypass surgery) or by removal of
blood-clots in the coronary vessels (lyse therapy). Utilizing this methods, the
mortality of patients suffering from cardiac infarction is reduced from
approximately 12% to 8% during clinical treatment. The remaining deaths are
mainly a result of inflammation of the heart muscle after the cardiac
infarction, which causes the destruction of the affected muscle tissue. Animal
experiments have shown that Elafin may be effective in protecting the heart
muscles against destruction after blood supply was interrupted.
Elafin may also be used in the treatment of the seriously injured. Similar
to damage of heart muscles as described above, much of the damage caused by
serious injuries appear after the injury causing event (e.g.: traffic
accidents). In emergency treatment following accidents, the blood supply, nerve
fibers and the stability of bones and joints are given priority. Due to blood
supply deficiencies, inflammation will occur in injured muscles and in injured
vessels. Because muscles may be destroyed by the inflammation, limbs may have
to be amputated despite successful surgeries. Elafin may protect muscles
against damage caused by inflammation. In animal experiments, rat legs treated
with Elafin remained unaffected, although the blood supply of the leg was cut
off for six hours.
Elafin may also be used in the course of heart transplantation. To
transplant hearts successfully, simultaneous treatment with anti-inflammatory
drugs is necessary. Inflammations of transplanted organs are mainly caused
either by rejection of the organ by the immune system or by blood supply
deficiencies during the transplantation. Although various drugs are used today
to avoid the rejection of the organ, such rejections still occur quite often.
Therefore, additional anti-inflammatory drugs like Elafin are needed, which may
potentially prevent damages caused by blood supply deficiencies. Animal
experiments have shown that treatment solely with Elafin may avoid rejection of
transplanted hearts.
Other preliminary data indicate that Elafin may be useful in a broad range
of other applications whether pharmaceutical or not. Therefore, we will attempt
to encourage other scientists, research centers as well as other companies to do
research and development on Elafin for other applications than described above.
For example, Elafin may also be effective in the treatment of dermatological
diseases and defects, or as ingredient in cosmetics.
Further, Proteo intends to engage in the research and development of other
drugs and biotechnical products based on human protein. We may also be able to
implement unique technologies and biotechnological production procedures that
may enable the Company to offer related services to other companies.
We have received a grant in the amount of 766,000 Euro (approximately
$700,000) from the government of the German state Schleswig-Holstein for the
research and pre-clinical development of the our pharmaceuticals based on the
human protein Elafin. Such grant required that the Company prove its economical
ability to cover at least 50% of the project costs on its own as well as the
achievement of milestones. The grant will be paid as reimbursement of 50% of
related expenses over the next two years.
5
Initially, Proteo will focus on the development of a production procedure
for Elafin and the initiation of clinical trials to achieve governmental
approval for the use of Elafin as a drug. After development of production
procedures have been achieved, we will initiate pre-clinical and subsequently,
Phase 1, 2, and 3 clinical trials to determine the safety and effectiveness of
Elafin as a drug.
Our goals for German (CE Mark) approval on our initial product designed for
patients suffering from serious injuries is targeted for 2007 and U.S. (FDA)
approval in 2010. It should be noted that this specialized application, if
successfully developed, would have a market potential substantially smaller than
the overall market of Elafin for more widespread applications such as for the
treatment of cardiac infarction.
THE SUBSIDIARY
In December 2000, Old Proteo entered into a stock exchange agreement with
the shareholders of Proteo Biotech AG and acquired all of the issued and
outstanding capital stock of Proteo Biotech AG, a German corporation, with its
principal place of business located in Kiel, Germany. Proteo Biotech AG will be
the only subsidiary of Proteo.
Proteo Biotech AG was formed in Kiel, Germany, on April 6, 2000. Proteo
Biotech AG is in the business of developing a pharmaceutical based on the human
protein called Elafin and possible by-products thereof as well as related
technologies. The President and CEO of Proteo Biotech AG is currently Nils
Wichmann. The directors of Proteo Biotech AG are Prof. Oliver Wiedow, MD.,
Birge Bargmann, Holger Pusch and Hartmut Weigelt, Ph.D.
Proteo Biotech AG owns licenses to exclusively develop products based on
patents and filings relating to Elafin, including nine patents already issued
and another four patent applications already in the process of patent office
reviews. Of the issued patents, two patents were issued in the U.S.
To date, our Subsidiary has not had any profitable operations.
Furthermore, we do not anticipate that we will have profitable operations in the
near future.
COLLABORATION WITH OTHER COMPANIES
In an effort to provide the Company with some revenue which will be
utilized in the implementation of our business plan, our Subsidiary plans
periodically to provide research and development and manufacturing services as a
sub-contractor and/or consultant to unaffiliated companies which do not compete
with the Company. We plan to explore such opportunities if deemed advantageous
to the Company.
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COMPETITION
The market for our planned products and technologies is highly competitive,
and we expect competition to increase. We will compete with many other health
care research product suppliers, most of which will be larger than Proteo. Some
of our anticipated competitors offer a broad range of equipment, supplies,
products and technology, including many of the products and technologies
contemplated to be offered by us. To the extent that customers exhibit loyalty
to the supplier that first supplies them with a particular product or
technology, our competitors may have an advantage over Proteo with respect to
such products and technologies. Additionally, many of our competitors have, and
will continue to have, greater research and development, marketing, financial
and other resources than us and, therefore, represent and will continue to
represent significant competition in our anticipated markets. As a result of
their size and the breadth of their product offering, certain of these companies
have been and will be able to establish managed accounts by which, through a
combination of direct computer links and volume discounts, they seek to gain a
disproportionate share of orders for health care products and technologies from
prospective customers. Such managed accounts present significant competitive
barriers for us. It is anticipated that we will benefit from their
participation in selected markets, which, as they expand, may attract the
attention of our competitors. The business of research and development of
pharmaceuticals for the treatment of cardiac infarction is intensely
competitive. Major companies with immense financial and personal resources are
also engaged in this field.
Currently, we are not aware of any substance available in the market with
similar effectiveness to Elafin. Elastase inhibitors such as Elafin, which may
be applied to humans, have been under research and development in the
pharmaceutical industry for more than ten years. Currently, there have been
more than 200 related patents granted. Most of these substances are produced
synthetically, and are not applicable in the treatment of cardiac infarctions.
Two other elastase inhibitors, inhianti-leukoprotease (SLPI) and
1-Antitrypsin, are similar to Elafin in that they are of human descent and may
be applied like Elafin principally. Like Elafin, both substances have to be
given by grams (as opposed to micro or milligrams) per day. Two other substances
under development, ZD8321 and ZD0892 are artificial elastase inhibitors, which
may have comparable effectiveness to that of Elafin.
Anti-leukoprotease (SLPI)
Amgen, Inc. is the owner of the patent for SLPI (anti-leukoprotease).
Amgen purchased this patent by acquiring Synergen, Inc. SLPI is quite similar
to Elafin. Nevertheless, SLPI has some disadvantages in its intended
application in the treatment of cardiac infarctions and in the treatment of
serious injuries. It is only effective against one (leukocyte-elastase) of the
two (leukocyte-elastase and proteinase 3) major enzymes which destroy tissue,
while Elafin has shown effectiveness against both. Therefore, Elafin is probably
of higher effectiveness. Furthermore, SLPI is not as stable as Elafin, which is
a disadvantage in its distribution as a drug. SLPI was discovered much earlier
than Elafin, therefore, the remaining term of the covering patent should be
shorter than that related to Elafin. Amgen does not mention the development of
SLPI as a drug in its annual report of 1998.
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a1-Antitrypsin
Human blood contains relatively large amounts of a1-Antitrypsin naturally.
Research into the use of a1-Antitrypsin for the the treatment of cardiac
infarctions, shock and of other serious inflammations has been ongoing for the
last twenty years. Compared to Elafin, however, there are some substantial
problems related to a1-Antitrypsin. For example, a1-Antitrypsin is not as
stable as Elafin, and therefore, from the scientific point of view it is
probably not as effective as Elafin. Additionally, a1-Antitrypsin is very
difficult to produce. The existing biotechnological procedure to produce
a1-Antitrypsin is to use genetically manipulated sheep, which produce
a1-Antitrypsin in their milk. Existing flocks of sheep do not produce sufficient
amounts of a1-Antitrypsin. As a result, experiments involving cloning of sheep
(such as "Dolly") have been performed to produce a better flock of sheep
compatible with the production of a1-Antitrypsin.
ZD8321 and ZD0892
Both ZD8321 and ZD0892 have been developed by AstraZeneca with the
intention of treating lung diseases. However, AstraZeneca has recently
suspended both inhibitors from their research and development pipeline.
EMPLOYEES
Currently, Proteo has one full time employee, and Proteo Biotech AG has
three employees. We expect the number of employees in the Subsidiary to increase
to six in 2002.
8
MARKET FOR SECURITIES
The Company's common stock is presently traded on the OTC Bulletin Board
operated by Nasdaq under the symbol "TVGE". The Company intends to seek to
change the trading symbol upon completion of the name change. The following
table sets forth the high and low closing prices for shares of Company common
stock for the periods noted, as reported by the National Daily Quotation Service
and the Over-The-Counter Bulletin Board. Quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions. None of these prices reflect the acquisition of Old
Proteo.
PRICES
YEAR PERIOD HIGH ASK LOW BID
- ---- ------ -------- -------
2001 First quarter $ 0.08 $ 0.03
Second quarter
Third quarter
Fourth quarter
2000 First quarter $ 1.00 $ 0.15
Second quarter $ 0.50 $ 0.14
Third quarter $ 0.25 $ 0.06
Fourth quarter $ 0.25 $ 0.06
On January 4, 2001, the Company approved a one for one-hundred fifty
reverse split of its Common Stock. The table above has not been adjusted to
reflect the effect of this split.
The number of beneficial holders of record of Company common stock as of
the date of the acquisition was approximately 1,193. Many of the shares of the
Company's common stock are held in "street name" and consequently reflect
numerous additional beneficial owners.
9
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and ages of the current and
incoming directors and executive officers of the Company, the principal offices
and positions with the Company held by each person and the date such person
became a director or executive officer of the Company. The executive officers
of the Company are elected annually by the Board of Directors. The directors
serve one year terms until their successors are elected. The executive officers
serve terms of one year or until their death, resignation or removal by the
Board of Directors. Unless described below, there are no family relationships
among any of the directors and officers.
Name Age Positions
Joerg Alte . . . . . . . . . . 39 President, Chief Executive Officer, Chief Financial Officer, and Director
Professor Oliver Wiedow, MD. 44 Director
Birge Bargmann . . . . . . . . 40 Director
Holger Pusch . . . . . . . . 44 Director
Ulrich Glaser. . . . . . . . 43 Secretary and Director
Hartmut Weigelt, Ph.D. . . . 56 Director
BIOGRAPHICAL INFORMATION:
JOERG ALTE, currently serves as the President, Chief Executive Officer,
Chief Financial Officer and Director of the Company. Mr. Alte is a German
lawyer by training and practice. After studying law and passing his second
state examination, he worked for more than three years at a German law office
predominantly engaged in economic and corporate laws with both public and
private company clients engaged in international business. Subsequently, Mr.
Alte worked as a legal advisor with a German diagnostic company, where he also
practiced German and U.S. Securities laws. From November 1998 to April 2000,
Mr. Alte served as President and CEO for Sangui BioTech International, Inc., a
publicly traded company.
PROF. OLIVER WIEDOW, M.D., currently serves as a Director of the Company.
Since 1985 Professor Wiedow has served as physician and scientist at the
University of Kiel, Germany. Currently, Prof. Wiedow is a Professor of
dermatology, venerology and allergology at the university's dermatological
clinic. Mr. Wiedow discovered Elafin in human skin and has researched its
biological effects. He has knowledge in biochemistry which is needed for the
production of Elafin.
10
BIRGE BARGMANN, currently serves as a Director of the Company. Since 1989,
Ms. Bargmann has worked as a medical technique assistant engaged in the Elafin
project at the dermatological clinic of the University of Kiel. She
co-developed and carried out procedures to detect and to clean up Elafin.
HOLGER PUSCH, currently serves as a Director of the Company. Mr. Pusch is
presently employed by Agfa-Gaevert. For the last 15 years, Mr. Pusch has worked
as a Director of Marketing and Distribution and as a division leader for major
German companies.
ULRICH GL SER, currently serves as Secretary and as a Director of the
Company. Before joining Proteo AG as Chief Executive Officer in May 2001, Mr.
Gl ser was sales and marketing manager at Draeger ProTech Gmb H in L beck,
Germany. In addition to his degrees in economics and engineering, he has a
Master of Business Marketing (MBM) degree from the Technical University of
Berlin.
HARTMUT WEIGELT, PH.D., currently serves as a Director of the Company.
Since 1996, Mr. Weigelt has served as the managing director of Eco Impact GmbH
which he co-founded. Between 1995 and 1996, Mr. Weigelt was the Director of
Environmental Agency for the city of Dortmund, Germany. From 1992 to 1994 Mr.
Weigelt served as the managing directgor of Environmental Resources Management
GmbH. From 1989 to 1992 Mr. Weigelt worked as the Director for Environmental
Risk-Analysis and Business Coordination for Gerling AG (a large German insurance
company). From 1987 to 1989 Mr. Weigelt worked as the Director for
Drug-Development-Coordination of Schering AG (a German pharmaceutical company).
Between 1972 to 1985, Mr. Weigelt worked for Max-Planck-Institute for
Systems-Physiology. Mr. Weigelt was also a co-founder of the first German
private university, Witten/Herdecke. Mr. Weigelt studied chemistry and biology
and graduated with a M.Sc., Ph.D., and D.Sc. in biology.
Certain Relationships and Related Transactions
- --------------------------------------------------
On December 28, 2001, the Company entered into the Shell Acquisition
Agreement which resulted in a restructuring of the Company's management, Board
of Directors, and ownership. Many of the directors and officers of Proteo
Marketing, Inc. became directors, officers and shareholders of the Company.
The Company has agreed to pay Prof. Wiedow, a director of the Company,
three percent (3%) of the gross revenues of Company from products based on
patents where he was the principal inventor. Furthermore, the Company has
agreed to pay licensing fees in the amount of 110,000 Euro (approximately
$100,000) per year and a refund for all expenses needed to maintain the patents
(e.g., patent fees, lawyers fees, etc).
11
AstraZeneca, Inc. (formerly Zeneca, Inc., formerly ICI Pharmaceuticals,
Inc.) has held the patents for Elafin (Proteo's primary product) for several
years and has significantly contributed to the current knowledge. Therefore, the
Company has agreed to pay AstraZeneca Inc. 2% of the gross revenues of Proteo
and the Subsidiary from products based on patents in which Prof. Wiedow was the
principal inventor.
The officers and directors of the Company may be engaged in other
businesses, either individually or through partnerships and corporations in
which they have ownership interests, hold offices or serve on Boards of
Directors.
The Company will attempt to resolve any such conflicts of interest in favor
of the Company. The officers and directors of the Company are accountable to the
Company and the Company's shareholders as fiduciaries.
12
EXECUTIVE COMPENSATION
Executive Officers and Directors
- -----------------------------------
To date, there has been no consideration paid to the newly elected officers
and directors of the Company.
A director who is an employee does not receive any cash compensation as a
director. There is no plan in place for compensation of persons who are
directors who are not employees of the Company.
Summary Compensation Table
- ----------------------------
The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal years ended December 31, 1998
and 1999. Other than as set forth herein, no executive officer's salary and
bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
---------------------- AWARDS PAYOUTS
-------------------------------
OTHER RESTRICTED SECURITIES ALL
NAME AND ANNUAL STOCK UNDERLYING LTIP OTHER
PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPESATION
POSITION YEAR ($) ($) ($) ($) SARS (#) ($) ($)
- ---------------------------------------------------------------------------------------------------------------------------
Earl T. Shannon 2000 $ 60,000 -0- -0- -0- 500,000 -0- -0-
(President,
Secretary,
Treasurer, Director) 1999 $ 60,000 -0- -0- -0- 500,000 -0- -0-
Robert W. Tupper 2000 -0- -0- -0- -0- 500,000 -0- -0-
(Director)
1999 -0- -0- -0- -0- -0- -0- -0-
Matthew Gilbert 2000 -0- -0- -0- -0- 500,000 -0- -0-
(Director)
1999 -0- -0- -0- -0- -0- -0- -0-
(1) All of these parties are no longer affiliated with the Company.
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OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SAR'S GRANTED
OPTIONS/SAR'S GRANTED TO EMPLOYEES IN FISCAL EXERCISE OF BASE PRICE
NAME (#) YEAR ($/SH) EXPIRATION DATE
---------------------- ----------------------- ------------------------ ---------------
Earl T. Shannon 500,000 33.3% $0.15 10/27/05
Ronald W. Tupper 500,000 33.3% $0.15 10/27/05
Matthew Gilbert 500,000 33.3% $0.15 10/27/05
(1) These options have all been terminated.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN
SECURITIES UNDERLYING THE-MONEY OPTION/SARS
SHARES ACQUIRED ON VALUE OPTIONS/SARS AT FY-END (#) AT FY-END ($)
NAME EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---------------------- ------------------------ -------------------------- --------------------------
Earl T. Shannon -0- -0- -0- -0-
Ronald W. Tupper -0- -0- -0- -0-
Matthew Gilbert -0- -0- -0- -0-
Compensation of Directors
- ---------------------------
The Directors have not received any compensation for serving in such
capacity, and the Company does not currently contemplate compensating its
Directors in the future for serving in such capacity.
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company for the period from inception
until December 31, 2001 and the financial statements of Old Proteo from
inception until December 31, 2001, as well as applicable pro forma financial
information, will be filed by amendment to this Form 8-K within the time period
required pursuant to SEC regulations.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable
EXHIBITS
3.1 Articles of Incorporation of the Company, as amended
3.2 Bylaws of the Company
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
TRIVANTAGE GROUP, INC.
/s/ Joerg Alte
----------------------------------
President
Date: January 14, 2002
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