UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) NOVEMBER 14,
2001
D'ANGELO BRANDS, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-29477 87-0636386
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(State of (Commission (I.R.S. Employer
Organization) File Number) Identification No.)
pre-merger)
14 Brewster Court, Brampton, Ontario Canada L6T 5B7
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(Address of principal executive offices) (Zip Code)
(905) 794-0335
Registrant's telephone number, including area code
Playandwin, Inc.
7050 Weston Rd.
Vaughn, Ontario Canada L4L 8G7
(Former Name and/or Former Address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On November 15, 2001, D'Angelo incorporated a wholly-owned
subsidiary named D'Angelo Acquisitions Inc., an Ontario
corporation, which entered into a Share Exchange Agreement with
D'Angelo Brands Ltd., an Ontario corporation. Pursuant to a Share
Exchange Agreement (the "Agreement"), dated November 14, 2001,
D'Angelo Brands, Inc. (formerly D'Angelo, Inc.), a Nevada
corporation (the "D'Angelo"), acquired 100% of the outstanding
shares of common stock ("Common Stock") of D'Angelo Brands Ltd.,
for a total of 36,000,000 Exchangeable Shares.
Stewart Garner has resigned as President of D'Angelo and Frank
D'Angelo, the current President of D'Angelo Brands Ltd., has been
appointed the new President in his place. Of the previous
directors of D'Angelo, Douglas McFadden has resigned while Mr.
Garner will remain on the board. Frank D'Angelo, Giuseppe
D'Angelo, T. Hurdman and Patricia Domi, have now joined the board
of directors.
Settlement Agreement
On November 15, 2001, D'Angelo, Inc. entered into a Settlement
Agreement with Stewart Garner, its former President. Under the
terms of the Agreement, D'Angelo, Inc. is to pay Mr. Garner the
sum of $70,000 in ten equal monthly payments of $7,000 each,
which is to be payble upon the 15th of each month, commencing on
November 15, 2001. D'Angelo may pay Mr. Garner one lump sum of
$60,000 at any time prior to January 15, 2002, in which case the
obligated payments shall be deemed to be paid in full.
The following table sets forth information regarding the
beneficial ownership of the shares of the Common Stock (the only
class of shares previously issued by the Company) at January 10,
2002 by (i) each person known by the Company to be the beneficial
owner of more than five percent (5%) of the Company's outstanding
shares of Common Stock, and (ii) all directors and executive
officers of the Company as a group, prior to and upon conversion
of Exchangeable Shares. Each person named in the table has sole
voting and investment power with respect to all shares shown as
beneficially owned by such person and can be contacted at the
address of the Company.
Beneficial Holdings of Owners of 5% or more the Company's common
stock:
Title of Name/Address Shares Percentag
Class of Owner Beneficiall e
y Owned Ownership
Common Chapman & Flanagan, Ltd., In 701,257 7.68%
Trust (1)
777 N. Rainbow Blvd., Suite
390
Las Vegas, NV 89107
Common Penguin Petroleum 1,600,000 17.52%
4 Barristers Court
Thornhill, Ontario L3T 5X3
Common Total ownership of owners of 2,301,257 25.20%
5% or more
(1) Please note that the shares held in Escrow by Chapman &
Flanagan, Ltd., In Trust do not have any voting rights until they
are exhanged by the shareholders of Playandwin Canada, Inc.
pursuant to the terms of the Escrow Agreement in relation to the
spin-off of Playandwin Canada, Inc.
Beneficial Holdings of Officer and Directors:
Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Frank D'Angelo 0 0
265 Forest Hill Road
Toronto, Ontario
M5P2N3
Common Giuseppe D'Angelo 0 0
265 Forest Hill Road
Toronto, Ontario
M5P2N3
0 0
Common T. Hurdman
35 Auto Mall Drive
Scarborough, Ontario
M1B 5N5
Common 0 0
Patricia Domi
265 Forest Hill Road
Toronto Ontario
M5P 2N3
Common Stewart Garner 0 0
7050 Weston Rd.
Vaughn, Ontario
L4L 8G7
Common Total ownership of 0 0
officers and directors
Beneficial Holdings of Owners of 5% or more the Company's common
stock (upon conversion of Exchangeable Shares):
(NOTE: These shares are approximated on a pro rata basis pursuant
to their holdings in D'Angelo Brands Ltd.)
Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Frank D'Angelo 5,959,772 13.17%
265 Forest Hill Road
Toronto, Ontario
M5P2N3
Common Giuseppe D'Angelo 18,659,568 41.24%
265 Forest Hill Road
Toronto, Ontario
M5P2N3
Common Almond Resources (1) 1,579,339 3.49%
Cable Beach Courte #1
West Bay Street
P.O. Box CB-11728
Nassau, Bahamas
Common Fidra Holdings Ltd. (1) 1,787,931 3.95%
Cable Beach Court #1
West Bay Street
P.O. Box CB-11278
Nassau, Bahamas
Common Select Investments Ltd. 1,728,334 3.82%
(1)
Cable Beach Court #1
West Bay Street
P.O. Box CB-11278
Nassau, Bahamas
Common Total ownership of 29,714,944 65.68%
owners of 5% or more
(1) Mr. Ian Brown is the principle shareholder of Almond
Resources Ltd., Fidra Holdings Ltd., and Select Investments Ltd.
Therefore, Mr. Brown will be deemed the beneficial owner of an
aggregated total of approximately 5,095,604 shares, or 11.26% of
the issued and outstanding shares of the common stock, upon
conversion of the Exchangeable Shares.
Beneficial Holdings of Officer and Directors (upon conversion of
Exchangeable Shares):
Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Frank D'Angelo 5,959,772 13.17%
265 Forest Hill Road
Toronto, Ontario
M5P 2N3
Common Giuseppe D'Angelo 18,659,568 41.24%
265 Forest Hill Road
Toronto, Ontario
M5P 2N3
Common T. Hurdman (1) 297,989 0.66%
35 Auto Mall Drive
Scarborough, Ontario
M1B 5N5
Common Patricia Domi 0 0
265 Forest Hill Road
Toronto Ontario
M5P 2N3
Common Stewart Garner 110,500 0.24%
7050 Weston Rd.
Vaughn, Ontario
L4L 8G7
Common Total ownership of 24,917,329 55.07%
officers and directors
Note 1: Hurdman Enterprises Ltd. will be the beneficial owner of
approximately 297,989 shares upon conversion of the Exchangeable
Shares. Muriel J. Hurdman will be the beneficial owner of
approximately 59,598 shares upon conversion of the Exchangeable
Shares. Mr. T. Lynton Hurdman is the principle shareholder of
Hurdman Enterprises Ltd. and the husband of Muriel J. Hurdman.
Therefore, Mr. Hurdman will be deemed the beneficial owner of an
aggregate of approximately 357,587 shares, or 0.79%, of the
issued and outstanding shares of common stock upon conversion of
the Exchangeable Shares. Mr. Hurdman is a director of D'Angelo.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Acquisition
On November 15, 2001, D'Angelo incorporated a wholly-owned
subsidiary named D'Angelo Acquisitions Inc., an Ontario
corporation, which entered into a Share Exchange Agreement with
D'Angelo Brands Ltd., an Ontario corporation. Pursuant to a Share
Exchange Agreement (the "Agreement"), dated November 14, 2001,
D'Angelo Brands, Inc., a Nevada corporation (the "Company"),
acquired 100% of the outstanding shares of common stock ("Common
Stock") of D'Angelo Brands Ltd., for a total of 36,000,000
Exchangeable Shares. The Exchangeable Shares to be issued by the
Purchaser pursuant to this Agreement shall be subject to the
following terms:
(a) each Exchangeable Share may be exchanged for one (1)
D'Angelo Share at any time at the request of its holder at
any time during the period ending on and including the day
of the fifth anniversary of the Closing Date;
(b) each Exchangeable Share may be exchanged for one (1)
D'Angelo Share at the request of the Purchaser:
(i) on the occurrence of a take over bid for all of the
issued and outstanding shares of D'Angelo; or
(ii) after the fifth anniversary of the Closing Date;
(d) in case D'Angelo shall: (i) subdivide its outstanding common
shares into a greater number of shares: (ii) consolidate its
outstanding common shares into a smaller number of shares:
(iii) issue common shares of D'Angelo to the holders of its
outstanding common shares by way of stock dividend then the
number of D'Angelo Shares into which the Exchangeable Shares
may be converted on the effective date of such subdivision
or consolidation or on the record date for such stock
dividend, as the case may be, shall, in the case of the
events referred to in (i) and (iii) above, be decreased in
proportion to the total number of outstanding common shares
of D'Angelo resulting from such subdivision or issue, or
shall, in the case of the event referred to in (ii) above,
be increased in proportion to the total number of
outstanding common shares of D'Angelo resulting from such
consolidation; and
(e) the adjustments provided for in subsection (d) above are
cumulative and shall apply to successive dividends,
distributions, subdivisions, consolidations, issues or other
events resulting in any adjustment under the provisions of
said subsection;
(f) all of the foregoing rights, privileges and conditions and
the exercise or fulfillment thereof shall be subject to the
relevant securities laws.
Assignment of Licenses & Spin-Off
In connection with the share exchange, D'Angelo will assign to
its wholly-owned Ontario subsidiary, Playandwin Canada Inc.
("Playandwin-Canada") all of its licenses and rights to the
racing wager game known as "RACINGO". D'Angelo will also
distribute all of its common shares of Playandwin-Canada to
shareholders of record of D'Angelo prior to the closing of the
share exchange with D'Angelo Brands as a stock dividend on the
basis of one share of Playandwin-Canada for every one share of
D'Angelo held. As a result, Playandwin-Canada will carry on
D'Angelo's RACINGO business, while D'Angelo will concentrate on
the D'Angelo Brands' business.
Stock dividends were payable November 20, 2001 to all
shareholders of record at close of business October 29, 2001.
There are currently 701,257 Class B Special Shares of Playandwin-
Canada issued and outstanding. Each of these Class B D'Angelo-
Canada shares may be exchanged for one (1) common share of
D'Angelo. The Class B Playandwin-Canada shares were issued in
1999 on the acquisition of Lynx Gaming Corp. and P.E.S.T.
Creative Gaming Corporation by D'Angelo-Canada. These shares have
not been exchanged yet. In order to honor its commitment to the
holders of the Class B Playandwin-Canada shares without obliging
the proposed new management of D'Angelo to concern itself with
the same, D'Angelo will issue a sufficient number of D'Angelo
common shares to a trustee for benefit of the holders of the
Class B Playandwin-Canada shares. The trustee will hold the
D'Angelo common shares in trust until all conditions for the
exchange of the Class B Playandwin-Canada shares have been
satisfied.
ITEM 5. OTHER INFORMATION
On November 19, 2001, Playandwin, Inc. changed its name to
D'Angelo Brands Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
a) The Audited Financial Statements as of the end of most
recent fiscal year and the interim period for D'Angelo
Brands Ltd. will be filed on an amended Form 8-K on or
before January 28, 2002.
b) The pro-forma financial statements, which serve to state the
results of fiscal year ended February 28, 2001 as if the two
companies had combined operations during the most fiscal
year end will be filed on an amended Form 8-K on or before
January 28, 2002.
EXHIBITS
2.1 Share Exchange Agreement
3.1 Certificate of Amendment to Articles of Incorporation re:
Name change
10.1 Assignment of Licenses
10.2 Settlement Agreement
10.3 Escrow Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized.
D'Angelo Brands, Inc.
By: /s/ Frank D'Angelo
Frank D'Angelo, President
Date: Jan. 14, 2002