UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: November 30, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from: ______________ to ______________
Commission File Number: 000-29477
D'Angelo Brands, Inc.
(Exact name of registrant as specified in its charter)
Nevada 87-0636386
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
14 Brewster Court, Brampton, Ontario Canada L6T 5B7
(Address of principal executive offices) (Postal code)
(905) 794-0335
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed
since last report.)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange
Act after the distribution of securities under a plan confirmed
by a court. Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
Common 9,257,259
Number of shares outstanding at February 7, 2002
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
D'ANGELO BRANDS LTD.
(Incorporated under the Ontario Business Corporations Act)
Interim Balance Sheet
October 31, 2001
<Table>
<s> <c> <c>
Oct. 31 Oct. 31
2001 2000
ASSETS
Current
Cash $ 19,394 $ -
Accounts receivable 131,017 151,118
Inventories 33,577 -
Loan receivable 795,626 -
------------ ------------
979,614 151,118
Capital (note 4) 2,109,809 -
Deferred Financing Charges (note 5) 48,981 -
------------ ------------
$ 3,138,404 $ 151,118
============ ============
LIABILITIES
Current
Bank indebtedness (note 6) $ - $ 7,005
Accounts payable and accrued charges 339,435 299,087
Loans payable (note 7) - 338,405
Advances - shareholders (note 8) 56,821 92,218
------------ ------------
396,256 736,715
------------ ------------
STOCKHOLDERS' EQUITY
Capital Stock (note 9) 1,747,410 65
Deficit (1,063,614) (555,420)
------------ ------------
683,796 (555,355)
Accumulated Other Comprehensive Loss 40,647 (23,242)
------------ ------------
724,443 (578,597)
------------ ------------
$ 3,138,404 $ 158,118
============ ============
</Table>
D'ANGELO BRANDS LTD.
Interim Statement of Operations
For the Three Months Ended October 31, 2001
<Table>
<s> <c> <c>
Oct. 31 Oct. 31
2001 2000
Sales $ 224,927 $ 75,182
Cost of Sales 178,456 29,239
------------- -----------
Gross Profit 46,471 45,943
Commission Income - 112,325
------------- -----------
46,471 158,268
============= ===========
Expenses
Selling 50,454 103,293
General and administrative 31,042 53,816
Financial - 16,462
------------- -----------
81,496 173,571
------------- -----------
Loss Before the Undernoted (35,025) (15,303)
------------- -----------
Interest 719 -
Amortization 11,509 -
------------- -----------
12,228 -
------------- -----------
Net Loss (47,253) (15,303)
Deficit - beginning of period (1,016,361) (540,117)
------------- -----------
Deficit - end of period $ (1,063,614) $ (555,420)
============= ===========
</Table>
D'ANGELO BRANDS LTD.
Interim Statement of Operations
For the Six Months Ended October 31, 2001
<Table>
<s> <c> <c>
Oct. 31 Oct. 31
2001 2000
Sales $ 374,879 $ 125,304
Cost of Sales 297,427 48,731
----------- ----------
Gross Profit 77,452 76,573
Commission Income - 187,208
----------- ----------
77,452 263,781
Expenses
Selling 84,090 172,155
General and administrative 51,737 89,693
Financial 27,436
----------- ----------
135,827 289,284
----------- ----------
Loss Before Undernoted ( 58,375)
Write down of Prepaid Expenses and
Advertising
Production costs -
Interest 1,198
Amortization 19,182
----------- ----------
20,380
----------- ----------
Net Loss (78,755) (25,503)
Deficit - beginning of year (984,859)
Deficit - beginning of period (529,917)
----------- ----------
Deficit - end of year $ (1,063,614)
Deficit - end of period $ (555,420)
=========== ==========
</Table>
D'ANGELO BRANDS LTD.
Interim Statement of Cash Flows
For the Three Months Ended October 31, 2001
<Table>
<s> <c> <c>
Oct. 31 Oct. 31
2001 2000
Cash Flows from Operating Activities
Net loss $ (47,253) $ (15,303)
Amortization 11,509 -
------------ ------------
(35,744) (15,303)
Changes in non-cash working capital ------------ ------------
Accounts receivable (54,483) (127,991)
Inventories (33,577) 3,093
Accounts payable and accrued charges 95,580 98,473
------------ ------------
(28,224) (41,728)
------------ ------------
Cash Flows from Investing Activities
Loan receivable (795,626) -
Purchase of capital assets (2,088,089) -
Deferred finance charges 6,564 -
------------ ------------
(2,812,991) -
------------ ------------
Cash Flows from Financing Activities
Loans payable 2,017,705 10,176
Advances - shareholders 53,041 67,076
Issurance of capital stock 795,626 -
------------ ------------
2,866,372 77,252
------------ ------------
Effect of Foreign Currency Exchange Rates 6,185 (22,776)
------------ ------------
Net Increase in Cash 31,342 12,748
Cash - beginning of period (11,948) (19,753)
------------ ------------
Cash - end of period $ 19,394 $ (7,005)
============ ============
</Table>
D'ANGELO BRANDS LTD.
Interim Statement of Cash Flows
For the Six Months Ended October 31, 2001
<Table>
<s> <c> <c>
Oct. 31 Oct. 31
2001 2000
Cash Flows from Operating Activities
Net Loss (78,755) (25,503)
Adjustment for:
Amortization 19,182 --
----------- -----------
(59,573)
Changes in non-cash working capital
Accounts receivable (54,483) (127,991)
Inventories (33,577) 3,093
Accounts payable and accrued charges 95,580 98,473
----------- -----------
(52,053) (51,928)
----------- -----------
Cash Flows from Investing Activities
Loan Receivable (795,626)
Purchase of Capital Assets (2,088,089)
Deferred Finance Charges 6,564
Deposit on building 64,160
----------- -----------
(2,812,991)
----------- -----------
Cash Flows from Financing Activities
Loans Payable 2,017,705 10,176
Advances - shareholders 53,041 67,076
Issuance of Capital Stock 795,626
----------- -----------
2,866,372 77,252
----------- -----------
Effect of Foreign Currency Exchange 6,815 (466)
Rates
----------- -----------
Net Increase in Cash 7,513 24,858
Cash - beginning of period 11,881 (31,863)
----------- -----------
Cash - end of period 19,394 (7,005)
----------- -----------
</Table>
D'ANGELO BRANDS LTD.
Notes to Financial Statements
October 31, 2001
1. Going Concern Assumption
The financial statements are prepared in accordance with generally
accepted in the United States of America accounting principles with
the assumption that the corporation will be able to realize its
assets and discharge its liabilities in the normal course of
business as a going concern.
The corporation sustained material losses in the prior year and has
a working capital deficiency. Management expects that the
corporation will become profitable in the current fiscal year.
Management has entered into negotiations to provide working capital
through a public offering. The corporations continued existence as
a going concern is dependant upon its ability to attain and
maintain profitable operations and to complete the public offering.
2. Summary of Significant Accounting Policies
The financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of
America. A summary of significant accounting policies is set out
below:
a) Capital assets and amortization
Capital assets are stated at cost or net replacement amount.
Amortization, based on the estimated useful lives of the
assets, is provided using the undernoted annual rates and
methods:
Building 4% Declining balance
Trucks 30% Declining balance
b) Inventory
Inventories are valued at the lower of cost (first-in,
first-out busis) or market.
c) Deferred financing charges
Deferred financing charges are amortized on a straight-line
basis over five years.
d) Use of Estimates
In preparing the company's financial statements, management is
required to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial
statements and reported amounts of revenue and expenses during
the period. Actual results could differ from these estimates.
D'ANGELO BRANDS LTD.
Notes to Financial Statements
October 31, 2001
2. Summary of Significant Accounting Policies - continued
e) Foreign Currency Translation
The translation of the Financial Statements from Canadian
dollars into United States dollars is performed for the
convenience of the reader. Balance Sheet accounts are
translated using closing exchange rates in effect at the Balance
Sheet date and income and expense accounts are translated using
an average exchange rate prevailing during each reporting
period. No representation is made that the Canadian dollar
amounts could have been, or could be, converted into United
States dollars at the rates on the respective dates and or at
any other certain rates. Adjustments resulting from the
translation are included in the cumulative translation
adjustments in shareholders' equity.
3. Nature of Business
The company is engaged in the wholesale and brokerage of consumer
groceries. The company was incorporated under the Ontario Business
Corporations Act on May 15, 1998 and commenced operations on May 1,
1999.
4. Capital Assets
Accumulated
Cost Amortization
Land and building $ 2,068,907 $ -
Trucks $ 48,120 $ 7,218
============== ===========
Net carrying amount $ 2,109,809
===========
5. Deferred Financing Charges
Accumulated
Cost Amortization
Financing charges $ 61,717 $ 12,736
========== ==========
Net carrying amount $ 48,981
==========
6. Bank Indebtedness
Bank indebtedness bears interest at prime plus 2% and is secured by
a general security agreement over all the assets of the company.
D'ANGELO BRANDS LTD.
Notes to Financial Statements
October 31, 2001
7. Loans Payable
2001 2000
Accounts receivable loan with $ - $ 94,256
Reservoir Capital Corporation of
Canada Inc. bears interest at
prime + 6% plus a facility fee of
1% and is secured by current
accounts receivable and a general
security agreement. Accounts not
collected before 90 days are to be
repurchased by the company.
Inventory loan with Reservoir - 39,989
Capital Corporation of Canada Inc.
bears interest at prime + 6%, is
secured by inventory and a general
security agreement and is
repayable the first day of each
month, as cash proceeds from sale
of inventory become available, or
on demand.
Purchase order loan with Reservoir - 179,756
Capital Corporation of Canada Inc.
bears interest at prime + 6%, is
secured by inventory and a general
security agreement and is
repayable 45 days after such
purchase order loans are made
available.
Demand Promissory Note with The - 24,404
Lifeboat Company LLC bears
interest at 24%, is secured by a
general security agreement and
matured on May 30, 1999
----------- ----------
$ - $ 338,405
=========== ==========
As per an agreement dated February 27, 2001, these loans were
assumed by a shareholder related to the controlling shareholder in
return for a promissory note totalling $338,747. The shareholder
provided promissory notes and pledged shares as security for the
indebtedness.
8. Advances from Shareholder
These advances are non-interest bearing and have no specified terms
of repayment.
9. Capital Stock
Authorized
Unlimited common shares
2001 2000
Issued
60,405,000 common shares
(October 31, 2000 - 100) $ 951,784 $ 65
============ ==========
D'ANGELO BRANDS LTD.
Notes to Financial Statements
October 31, 2001
10. Related Party Transactions
The company has entered into a 25 year Royalty Agreement for the
use of intellectual property (i.e. trademarks, etc.), held by a
related company under common control, which requires the company to
pay 3% of gross revenues from sales of all products. The company is
obligated to pay a minimum of $192,360 to a maximum of $513,280 in
royalties during each calendar year. This agreement commences
December 1, 2001. During the year the company was allowed to use
the intellectual property at no cost.
The company purchased printing plates included in prepaid expense
and production advertising materials as described in note , from a
shareholder related to the controlling shareholder in return for a
$320,800 promissory note.
11. Commitments and Significant Contract
The company is committed to a 25 year royalty agreement with a
related company for the use of the intellectual property as
described in note 10.
The company entered into a Purchase and Sale Agreement with
Reagents Canada Ltd. on December 4, 2000 to purchase a building
located at 14 Brewster Road, Brampton, for $2,021,040. The closing
date of the agreement is June 29, 2001.
12. Contingent Gain
A claim was issued in the Ontario Superior Court of Justice on
August 7, 2001 on behalf of D'Angelo brands Ltd. v. Les Aliments
Lexus Foods Inc. The claim is for outstanding commissions of
$178,365 plus $320,000 in general damages for breach of contract.
It is the opinion of Management and Legal Counsel that it is
likely that the company will succeed on its claim for commissions
and has a good case for the damages for breach of contract. No
provision has been made in these financial statements in respect of
this claim.
13. Subsequent Events
The company has entered into an agreement with PlayandWin Inc. and
its wholly-owned Ontario subsidiary D'Angelo Aquisitions Inc.
Pursuant to the agreement, D'Angelo Aquisitions Inc. will acquire
all of the issued and outstanding shares of D'Angelo Brands Ltd. in
exchange for 36,000,000 class "B" special shares of D'Angelo
Aquisition Inc. Each class "B" special share may be exchanged for
one common share of PlayandWin Inc. at the option of the holder.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
Special note regarding forward-looking statements
This report contains forward-looking statements within the
meaning of federal securities laws. These statements plan for or
anticipate the future. Forward-looking statements include
statements about our future business plans and strategies,
statements about our need for working capital, future revenues,
results of operations and most other statements that are not
historical in nature. In this Report, forward-looking statements
are generally identified by the words "intend", "plan",
"believe", "expect", "estimate", "could", "may", "will" and the
like. Investors are cautioned not to put undue reliance on
forward-looking statements. Except as otherwise required by
applicable securities statues or regulations, the Company
disclaims any intent or obligation to update publicly these
forward-looking statements, whether as a result of new
information, future events or otherwise. Because forward-looking
statements involve future risks and uncertainties, these are
factors that could cause actual results to differ materially from
those expressed or implied.
Results Of Operations
Three Months Ended October 31, 2001
For the three months ended October 31, 2001 and the three months ended
October 31 , 2000, the Company had revenues of 224,927 and 75,182
respectively.
The net loss for the three months ended October31, 2001 $47,253
compared with a net loss of $15,303 for the three months ended October
31, 2000. These losses consisted primarily of General & Administrative
("G & A") expenses of $31,042 and $53,816 respectively and selling
expenses of $50,454 and $103,293 respectively and amortization
expense of nil and nil respectively. The decrease in G & A was
primarily due to a downsizing of on site employees.
Six Months Ended October31, 2001
For the six months ended October31, 2001 and the six months ended
October 31, 2000, the Company had revenue of $374,879 and $466,574.
The net loss for the six months ended October 31, 2001 was $71,597
compared with a net loss of $38,077 for the six months ended October
31, 2000. These losses consisted primarily of G & A expenses of
$51,737 and $133,910 respectively and amortization expense of 19,182
and $ NIL, respectively. The decrease in G & A was primarily due to
the downsizing of on site staff.
Liquidity And Capital Resources
Historically, the Company has small revenues of $500,000. The current
period operating cash flow deficit of approximately $44,895 was funded
primarily by private placements and loans from shareholders. The
Company has certain cash requirements to expand its business and
execute its sales and marketing goals. Management has estimated these
requirements to be as follows, approximately $2.5 million is required
to purchase extra bottling lines and fund working capital needs. The
Company estimates that the above requirements will be expended during
the fiscal year 2002. The Company is currently in negotiations with
potential financiers for the funding of the required equipment through
a secured lease arrangement with a full buyback option. The working
capital funding will be funded through either an equity or debt issue
which is being discussed with potential financiers now.
Current Developments
Statement of Claim vs G.E. Capital December 21, 2001 claiming:
i. specific performance of a commitment to finance in the amount of
17,500.00.
ii. damages for breach of commitment in the amount of 25,000,000.00
iii. punitive damages in the amount of 10,000,000.00
The claim arises out of an agreement by G.E. to finance the
acquisition of the assets for New Wave Beverages and Premium Brand
Juice and Drinks. All of the essential terms of the purchase
agreements were agreed between D'Angelo and the receiver for the
estates of New Wave and Premium Brand however, as a result of a
disagreement between G.E. and the receiver which did not directly
affect or involve D' Angelo., G. E. withdrew from its agreement to
finance the purchases.
The management for D'Angelo and I are confident that D'Angelo will be
successful in the action and be in a position to establish significant
damages.
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
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.
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.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
A claim was issued in the Ontario Superior Court of Justice on
August 7, 2001 on behalf of D'Angelo brands Ltd. v. Les Aliments
Lexus Foods Inc. The claim is for outstanding commissions of
$178,365 plus $320,000 in general damages for breach of contract.
It is the opinion of Management and Legal Counsel that it is
likely that the company will succeed on its claim for
commissions and has a good case for the damages for breach of
contract. No provision has been made in these financial
statements in respect of this claim.
On or about December 21, 2001, the Company's wholly-owned
subsidiary D'Angelo Brands Ltd. issued a Statement of Claim in
the District Court of Ontario against G.E. Capital Canada, Inc.
The claim arises out of an agreement by G.E. to finance the
acquisition of the assets for New Wave Beverages and Premium
Brand Juice and Drinks in the amount of 17,500.00. All of the
essential terms of the purchase agreements were agreed between
D'Angelo and the receiver for the estates of New Wave and Premium
Brand however, as a result of a disagreement between G.E. and the
receiver which did not directly affect or involve D' Angelo., G.
E. withdrew from its agreement to finance the purchases.
The Company is seeking damages for breach of commitment in the
amount of 25,000,000.00 and punitive damages in the amount of
10,000,000.00.
ITEM 2 - CHANGES IN SECURITIES
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.
On October 1, 2001, the Company effected a 1:20 reverse split.
During the quarter, the company issued 701,257 shares of its
stock to Chapman & Flanagan, Ltd., In Trust. These were issued
pursuant to an assignment of its license and the spin-off of its
subsidiary. Please note that the shares held in Escrow by Chapman
& Flanagan, Ltd., In Trust do not have any voting rights until
they are exchanged 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. These shares were issued
reliance upon Section 4(2) of the Securities Act of 1933, as
amended.
The Company also issued 1,600,000 shares of its common stock to
Penguin Petroleum in exchange for a total consideration of
$93,750.
ITEM 5 - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit No. Description
2.1 Share Exchange Agreement (incorporated by
reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K filed with the Commission on
January 15, 2002).
3.1a Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Amended Form 10-SB
filed with the Commission on May 31, 2000).
3.1b Certificate of Change in Authorized Shares
Pursuant to NRS 78.209 (incorporated by reference
to Exhibit 3.1b of the Company's quarterly report
on Form 10-QSB filed with the Commission on
October 24, 2000).
3.1c Certificate of Change in Authorized Shares
Pursuant to NRS 78.209 (incorporated by reference
to Exhibit 4.3 to the Company's Registration
Statement on Form S-8 filed with the Commission on
October 9, 2001).
3.1d Certificate of Amendment re Name Change
(incorporated by reference to Exhibit 3.1 to the
Company's Current Report on Form 8-K filed with
the Commission on January 15, 2002).
3.2 Restated By-laws (incorporated by reference to
Exhibit 4.4 to the Company's Registration
Statement on Form S-8 filed with the Commission on
October 9, 2001).
10.1 Assignment of Licenses to Playandwin Canada Inc.
from Playandwin Inc. (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on
Form 8-K filed with the Commission on January 15,
2002).
10.2 Settlement Agreement between Stewart Garner and
Playandwin Inc. (incorporated by reference to
Exhibit 10.2 to the Company's Current Report on
Form 8-K filed with the Commission on January 15,
2002).
10.3 Declaration of Trust and Escrow Agreement
(incorporated by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K filed with
the Commission on January 15, 2002).
____________________
(b) Reports on Form 8-K:
January 15, 2002:On November 2001, 2001, the Company
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, which resulted in a change in control
of the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
D'Angelo Brands, Inc.
(Registrant)
BY: /s/ Frank D'Angelo
Frank D'Angelo, President
DATE: February 14, 2002