SUPERIORCLEAN, INC.
10011-123 St. NW, Suite 2303
Edmonton, Alberta, Canada T5N 1M9
(519) 541-1564
Information Statement
Pursuant To Section 14(f)
of the Securities Exchange Act of 1934
and Rule 14f-1 Thereunder
INTRODUCTION
This Information Statement is being mailed on or before
February 23, 2003, to holders of record on August 22, 2003
of shares of Common Stock of SuperiorClean, Inc., a Nevada
corporation (the "Company") in connection with changes in
members of the Company's Board of Directors. The
information contained in this Information Statement
regarding the persons designated to become directors of the
Company has been furnished to the Company by third parties
and the Company assumes no responsibility for its accuracy
or completeness.
SuperiorClean, Inc. is a Nevada corporation formed in March
2001. Superior Carpet Care Franchising Systems, Inc. was
formed on February 6, 2001 as a Colorado corporation. Each
was organized to franchise and support third party carpet
cleaning operations. In March 2001, Superior Carpet Care
Franchising Systems transferred all assets and operations to
SuperiorClean.
This Information Statement is being delivered to provide
information regarding changes and anticipated changes in the
membership of the Board of Directors of the Company which
occurred and will occur conjunction with the agreements as
described below, and is provided for information purposes
only. You are urged to read this Information Statement
carefully. However, no action on your part is sought or
required.
Change in control and majority of directors of the
registrant that has occurred since the beginning of its last
fiscal year.
Item 1. Changes in Control of Registrant.
If, to the knowledge of management, a change in control of
the registrant has occurred, state the name of the
person(s) who acquired such control: Mr. Aldo Rotondi and
Nevada Fund, Stephen Brock, Principal.
The amount and the source of the consideration used by such
person(s): $150,000. $10,000 from personal funds and
remainder used solely to purchase Nevada Fund shares from
note to company from Nevada Fund only.
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The basis of the control: Purchase of 5,000,000 shares,
constituting more than 50% of the issued and outstanding
common stock.
The date and a description of the transaction(s) which
resulted in the change in control: February 25, 2003.
Two Agreements:
Agreement made as of the twenty-fifth day of February, 2003
between SuperiorClean, Inc., a Nevada corporation
("SuperiorClean") and Nevada Fund ("Fund") and Aldo Rotondi
or assigns ("Aldo"), as subsequently amended.
1. SuperiorClean will sell 5,000,000 shares of common stock
of SuperiorClean to Fund and Rotondi or assigns at a price
of $0.03 per share for the following consideration:
$100,000.00, payable as follows:
* $5,000 previously paid,
* $5,000 paid upon execution.
* the remaining $90,000 will be payable as follows:
$10,000 paid prior to the date of this amendment, $30,000 on
August 7, 2003, $30,000 on September 7, 2003, and $20,000
on October 7, 2003
The shares shall be divided between Fund and Aldo as mutually agreed.
2. Prior to closing, Aldo shall be elected to the Board of
Directors of SuperiorClean to fill the vacancy created by
Gautier's resignation. Thereafter, Aldo will be the sole
director and officer of SuperiorClean.
Agreement made as of the twenty-fifth day of February, 2003
between SuperiorClean, Inc., a Nevada corporation ("SUCN")
and Micah Gautier ("Gautier"), as subsequently amended.
SUCN will purchase 5,800,000 issued and outstanding shares
of SUCN from Gautier, constituting all but 200,000 shares of
SUCN owned by Gautier, for the following consideration:
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$100,000.00, payable as follows:
* $5,000 previously paid,
* $5,000 paid upon execution.
* the remaining $90,000 will be payable as follows:
$10,000 paid prior to the date of this amendment, $30,000 on
August 7, 2003, $30,000 on September 7, 2003, and $20,000
on October 7, 2003
* PLUS 250,000 shares of restricted stock to be issued as
of July 30, 2003, subject to the following condition: On
July 30, 2004, with 30 days prior written notice required,
Gautier shall have the right to require SUCN to repurchase
the 250,000 shares at a price of $.25 per share, payable in
cash within 30 days of the date of purchase.
Gautier owns this stock free and clear of all liens, claims
or encumbrances and has the full right and power to sell
this stock back to SUCN as contemplated in this Agreement.
2. Gautier agrees to a termination of his Employment
Agreement with SUCN, if applicable and a release of all
liabilities associated therewith or otherwise in connection
with his employment by SUCN, subject to all provisions of
federal and state law concerning notice and opportunity to
rescind, incorporated by reference herein.
Describe any arrangements, known to the registrant,
including any pledge by any person of securities of the
registrant or any of its parents, the operation of which may
at a subsequent date result in a change in control of the
registrant: The agreement with Megola, Inc. described
below.
Agreement with Megola, Inc.
A Common Stock Purchase Agreement (the "Agreement") made
and entered into as of the 31st day of July, 2003, between
SuperiorClean, Inc., a Nevada corporation ("Buyer" or
"Superior") and Megola Inc., an Ontario Canada
corporation ("Seller" or "Megola").
Purchase and Sale. Subject to all the terms and
conditions of this Agreement, at the Closing, the
Seller agrees to receive from the Buyer, and Buyer
agree to issue to the shareholders of the Seller (a
"Shareholder") 13,389,593 Shares of Common Stock of
the Buyer ("Buyer Shares") (the "Share Consideration") in
exchange for the transfer of all the issued and
outstanding shares of the Common Stock of the Seller
("Seller's Shares") to the Buyer.
Other Consideration.
Cash Consideration
$250,000 consideration with a payment schedule made as
follows
* $10,000 deposit paid July 8, 2003
* $40,000 paid July 14th, 2003
* $50,000 paid July 21th, 2003
* $75,000 paid July 31st, 2003
* $75,000 payment will be made by wire transfer upon an
NASD market maker submitting an application to change the
SUCN ticker symbol or 120 days from July 8, 2003, whichever
is sooner
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ALL OF WHICH CASH CONSIDERATION, IS NON-REFUNDABLE
( see exception below) after payment of the $50,000 second
payment set forth above and any and all of which may be
used at any time to satisfy debts and obligations of
Superior and/or redeem shares held by shareholders of
Superior. These cash funds shall be paid by Megola on
the dates set forth above in funds immediately available
by wire transfer to an account or accounts designated by
Superior. However, following the $50,000 second
payment, Superior agrees not to negotiate a similar
transaction with any other party until August 7, 2003.
If the Parties have not executed a definitive agreement by
August 22, 2003, Superior shall be free to pursue
other acquisition opportunities without liability or
obligation to Megola. If Superior executes a letter
of intent or agreement for a similar transaction with
another party within the specified period, any monies paid
by Megola will be refunded back.
Note Consideration
Megola shall execute two promissory notes to Superior or
its assigns, each in the amount of $100,000 (the "Notes"),
bearing interest at the rate of 6% simple interest per
annum. The Notes shall be paid in full, all
principal and accrued interest, 12 months from the date of
execution of this agreement, regardless of the date of
closing of the definitive agreement. In addition to
standard language, the Notes shall have the following terms
and conditions:
[i] The Notes may assigned and may be used to satisfy
debts and obligations of Superior and/or redeem shares
held by shareholders of Superior, all without the
consent of Megola, and thereafter any payments due on
the Notes shall be paid directly to such assignee[s].
The Notes may be pledged, sold, hypotheticated, or
assigned by any assignee of Superior without consent
of Megola. All payments shall be made by wire transfer on
the due date to accounts as specified by Superior or
assignees of the Notes.
[ii] Holders of the Notes shall have the option at any
time prior to the due date so long as there is no default
to convert all unpaid principal and accrued interest into
common shares of stock of Superior ("Superior Common
Stock") at the rate of US$0.10 per share. This option
may be exercised in whole or in part at any time prior
to repayment of the Notes. If there is a default in the
Notes, then Holders of the Notes shall have the option
at any time the Notes are in default to convert all
unpaid principal and accrued interest into shares of
stock of Superior at the lower of (i) $0.10 per
share; and (ii) the average trading price of Superior
Common Stock for the twenty (20) day period immediately
prior to the date of the option exercise notice from the
Holders. This option may be exercised in whole or in
part at any time the Notes are in default. Further, to
the extent any shares are acquired under this option, the
owners of these shares if the option is exercised
collectively shall have a one time right to require that
Superior register the shares for resale within 90 days
of such request on a registration statement filed with
the Securities Exchange Commission ("SEC") and kept
effective until all such shares are resold, all at
Superior's expense.
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[iii] Payment of the Notes shall be personally guaranteed
by all principals of Megola, namely Mr. Joel Gardner which
guarantee shall be backed by a security interest in
all of their issued and outstanding stock of Superior post-
Closing.
[iv] Megola will be obligated to pay the outstanding Notes
before their due dates if they are successful in
obtaining further funding of a minimum of $600,000 USD.
If the minimum is not met, then payment due will be pro-
rata to the amount of funding obtained however the balance
will still be due on due date. Closing. The parties
shall hold the Closing no later than 30 days after the
execution of this Agreement (the "Closing Date"), at 11:00
A.M., local time, at the offices of Buyer, or at such other
time and place as the parties may agree upon.
Name Change. Prior to the Closing, Superior may change
its name to Megola, Inc. (the "Name Change"). Shareholder
consent will be required under a Schedule 14C filed with
the SEC and relevant provisions of Nevada law. The
Schedule 14C shall be filed with the SEC as required.
Board of Directors. On Closing, Aldo Rotondi and
the current directors of Megola; namely Mr. Joel Gardner,
and Mr. Todd Clark will be elected or appointed to
Superior Board of Directors. This will require the
designation of additional directors and filing of a
Schedule 14F with the SEC and the mailing of the
Schedule 14F to shareholders of Superior 10 days prior
to the date the new directors can take office.
Voting Securities
As to each class of voting securities of the registrant
entitled to be voted at the meeting (or by written consents
or authorizations if no meeting is held), state the number
of shares outstanding and the number of votes to which each
class is entitled:
9,589,000 shares of Common Stock as of August 22, 2003
Security Ownership of Certain Beneficial Owners
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Pre-Closing
The following table sets forth the number of shares of
Common Stock owned of record and beneficially as of August
31, 2003 by current executive officers, directors, persons
who hold 5% or more of the outstanding Common Stock of the
Company and by current officers and directors as a group.
The table also reflects the number of shares which are
expected to be owned by such persons following sale of their
shares pursuant to the Agreement. The business address of
all persons and entities below is: 10011-123 St. NW, Suite
2303, Edmonton, Alberta, Canada N7V 1X4.
Name and Address Number Percent
Aldo Rotondi 3,000,000 31.3%
Nevada Fund (1) 3,500,000 36.5
All directors and
executive officers 3,000,000 31.3%
(1 persons)
(1) Includes 500,000 shares also owned by Mr. Stephen Brock
and GoPublicToday.com,Inc., of which he is the principal.
Mr. Brock is also the principal of the Nevada Fund.
This table is based upon information derived from our stock
records. Unless otherwise indicated in the footnotes to this
table and subject to community property laws where
applicable, it believes that each of the shareholders named
in this table has sole or shared voting and investment power
with respect to the shares indicated as beneficially owned.
Applicable percentages are based upon 9,589,000 shares of
common stock outstanding as of August 22, 2003.
Post-Closing
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Name Business
Address Current Percent After Closing Percent
- ------------------------------------------------------------------------------
Aldo Rotondi 10011-123 St. 3,000,000 31.3 1,750,000 8.5
NW, Suite 2303,
Edmonton, Alberta,
Canada N7V 1X4.
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Nevada Fund 0011-123 St. 3,500,000 36.5 2,250,000 11.0
[1] NW, Suite 2303,
Edmonton, Alberta,
Canada N7V 1X4.
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200 Paddock 0 0 3,378,297 16.5
Green Circle.
Corunna, Ontario,
Joel Gardner Canada N0N 1G0
[2]
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257 Clairwood Ct. 0 0 1,167,298 5.7
Corunna, Ontario,
John Gardner Canada N0N 1G0
[2]
- ------------------------------------------------------------------------------
2485 Lakeshore 0 0 2,046,204 10
Brights Grove,
Ontario, Canada
Todd Clark N0N 1C0
- ------------------------------------------------------------------------------
1808 Oakridge Tr. 0 0 1,167,298 5.7
Sarnia, Ontario,
Mike Canada N7S 5X9
Banovksy
- ------------------------------------------------------------------------------
P.O. Bos 315 0 0 1,167,298 5.7
Austin,
Manitoba, Canada
Ralph Loyd R0H 0C0
- ------------------------------------------------------------------------------
Brigden Sideroad 0 0 1,441,956 7
Brigden, Ontario,
Scott Kelvin Canada N0N 1B0
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13568 County Rd 46 0 0 1,510,621 7.4
Comber, ON,
Canada N0P 1J0
Vince Lally
- ------------------------------------------------------------------------------
All directors 3,000,000 31.3 7,175,101 35
and executive
officers (3 persons)
==============================================================================
[1] Includes 500,000 shares also owned by Mr. Stephen
Brock. Mr. Brock is also the principal of the Nevada Fund.
[2] Joel Gardner is the son of John Gardner. Each disclaim
beneficial ownership of the other's shares.
This information is based upon 20,478,593 shares of common
stock to be outstanding subsequent to the closing of the
transaction.
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Information concerning officers and directors
Current Officer and Director
Name Age Position
- -------------------------------------------------------
Aldo Rotondi 40 President and
Director
Anticipated Officers and Directors after Closing of the Merger
Name Age Position
- -------------------------------------------------------------
Aldo Rotondi 40 Director
Joel Gardner 35 President and
Director
Todd Clark 41 Secretary/Director
Aldo Rotondi has been President and Director since February,
2003. Since prior to 1997, he has been President of Airam
Capital Group, Inc., a Nevada Corporation involved in
strategic business consulting primarily involved in
assisting companies to develop and implement business plans.
Mr. Rotondi will continue as a director following the
closing of the merger.
Joel Gardner joined Megola as president and Director in
August 2000. From August 1998 to July 2000, he was vice
president of Aqua-Cristall Limited. From September 1990 to
August 1998, he played professional hockey. In 1990 he
received a BA, Education major, minor in Geology from
Colgate University, NY.
Mr. Todd Clark joined Megola as director in October 2000.
He has been in management positions with Ron Clark Motors
since 1981. In May, 1981 he received a Diploma from
Fanshawe College.
Executive Compensation
No officer or director has received any remuneration or
compensation from the Company. The Company currently has no
stock option, retirement, pension, or profit-sharing
programs for the benefit of directors, officers or other
employees, except for the 2003 Stock Award Plan as described
in our Form S-8 filed March 2003.
Mr. Rotondi was issued 500,000 shares under the Plan, valued
at $.05 per share based upon the fair market value of
services to be rendered and the trading price of the
Company's common stock.
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Mr. Gardner has been paid approximately $52,000 Canadian as
yearly compensation with Megola. Any changes to this in the
future will be decided upon by the board of Directors of
the Company.
Compliance with Section 16(a) of the Exchange Act
The Company has been advised by its officers, directors and
principal shareholders that as of June 2003, its officers
and directors were current in filing all required reports
pursuant to Section 16(a) of the Exchange Act.
Audit, Nominating and Compensation Committees of the Board
of Directors
The Company has no standing audit, nominating or
compensation committees of the board of directors, or any
committees performing similar functions.
The Company's board of directors did not hold any formal
meetings during the fiscal year which ended February 28,
2003.
Certain Relationships and Related Transactions
Mr. Rotondi and Mr. Brock received 500,000 and 500,000
shares of common stock, respectively, issued under the
registration statement on Form S-8 filed in March 2003.
These shares were valued at $.05 per share based upon the
fair market value of services to be rendered and the trading
price of the Company's common stock.
Effective February 25, 2003, SuperiorClean sold its
operations to the owner of Superior Carpet Care. Superior
Clean paid $10,000 cash, issued a 90 day, zero interest note
payable in the amount of $140,000 and transferred all of its
assets and liabilities to the owner of Superior Carpet Care.
The owner of Superior Carpet Care returned 6,200,000 shares
of SuperiorClean common stock to SuperiorClean.
SuperiorClean canceled these shares when returned.
Additional information concerning this transaction is set
forth in Form 8-K, filed March 5, 2003, incorporated herein
by reference.
In December 2002, 250,000 shares were issued for services
valued at $.10 per share or $50,000 to Mr. Stephen Brock.
Mr. Rotondi and an affiliate of Mr. Brock were parties to
the transactions which resulted in the change in control
February 2003 as described above.
An affiliate of Mr. Brock, GoPublicToday.com, Inc. received
$45,000 and 250,000 Company shares for services rendered to
the Company prior to the date the Company's shares were
qualified for quotation on the over the counter bulletin
board.
Post closing, the Company intends to purchase or lease
vehicles from Ron Clark Motors, an affiliate of Mr. Clark.
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