SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20594
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
APRIL 15, 2002
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
LOUGHRAN/GO CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
000-28457 86-0955239
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(Commission File Number) (IRS Employer Identification No.)
18036 N 15th Street, Phoenix, AZ 85022
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(Address of principal executive offices) (Zip Code)
(602) 485-1346
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Registrant's telephone number, including area code
N/A
(Former name and former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Effective April 12, 2002, Loughran/Go Corporation (LGC), the Registrant, through
an agreement and Plan of Merger with 12 to 20 Plus, Incorporated (12 to 20), a
Delaware corporation, into Loughran/Go Corporation, a Nevada corporation, and
the surviving corporation being Loughran/Go Corporation. For additional
information on the merger reference is made to Item 2 - Acquisition or
Disposition of Assets of this Form 8-K.
12 to 20 Plus Incorporated shall be merged with and into Loughran/Go Corporation
(the "Merger"). The separate existence of 12 to 20 shall cease and LGC shall
be, and is herein sometimes referred to as the "Surviving Corporation", and the
name of the Surviving Corporation shall be 12 to 20 Plus, Incorporated.
The Board of Directors of 12 to 20 Plus, Incorporated was increased to three and
Carol Slavin, Linda Hannon and Elizabeth Jaeger were elected to the Company
Board of Directors and the following executive officers were elected.
Carol Slavin President and Chief Executive Officer
Linda Hannon Secretary and Director
Elizabeth Jaeger Director
Upon the effective date of the merger there will be 1,450,000 shares of stock
issued and outstanding out of 25,000,000 shares authorized.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effect of the Merger. Upon the Effective Date of the Merger, the separate
existence of 12 to 20 shall cease and LGC, as the Surviving Corporation (I)
shall continue to possess all of 12 to 20's assets, rights, powers and property
as constituted immediately prior to the Effective Date of the Merger, (ii) shall
be subject to all actions previously taken by its and 12 to 20 Boards of
Directors, (iii) shall succeed, without other transfer, to all of the assets,
rights, powers and property of 12 to 20.
GENERAL
12 to 20 Plus, Incorporated has researched and developed an innovative Acne
Therapy System, driven by the market void for effective over-the-counter
products that treat acne skin conditions without irritation.
The market category, in excess of $350 million nationally at retail, is
controlled by complacent manufacturers marketing extremely irritating products.
The 12 to 20 Plus concept is counter to the acne treatment industry's marketing
of harsh products which are designed to "strip away" acne and while the acne is
being stripped, the skin is being robbed of its natural moisture and the acne
condition is actually being aggravated in the process.
The Company has acquired the rights to use the registered trademark, "Zit
Stick".
CONCEPT
12 to 20 Plus products offer the following benefits over typical acne treatment
products:
a. reduced irritation
b. moisture retention properties
c. maintenance of skin's natural pH balance
d. skin healing qualities
The complete system of product use is key to the marketing concept. The 12 to
20 Plus system is gentle enough for daily use and primarily designed to help
control and prevent acne conditions from taking over.
Acne treatment products are constantly in demand and demand for less-irritating
products is skyrocketing. While teenagers are the primary demographic targets,
there has been a shift to develop remedies geared toward adults. Retailers say
adult acne is an area of increased interest and it is an increasing problem due
to environmental stress. Dermatologists report that since adults have more
sensitive skin, their acne needs to be treated differently than teenage
breakouts. The ingredients in the 12 to 20Plus products are gentle enough to
treat adult skin.
The product mix combines high purity drying and peeling agents (for the purpose
of exfoliation), chosen for their gentleness to skin along with biological and
botanical extracts and water-soluble humectants that gently , powerfully and
quickly treat acne conditions.
Offering innovative super trends, the 12 to 20 Plus Acne Therapy System
incorporates a high tech with natural overtones product development technology.
Zit Stick, a handy carry-around remedy in a pocket-size container is odorless,
colorless and greaseless; a star product to zap those zits any time of the day.
Companion products include Pimple Pencil, a medicated cover stick in a pencil
and soothing Blemish -Free Skin Enhancer Lotion containing antioxidants,
vitamins and enzymes plus silky smooth amino acids for beautiful skin.
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Research breakthroughs from leading scientists and dermatologists were utilized
to produce products that deliver on the promise-working to help prevent and
control acne skin conditions while allowing the skin to keep its natural
moisture balance.
MARKET
According to A.C. Nielsen, sales of acne remedies in the drug, mass and
supermarket channels reached $343 million in the 52-week period ended May 19,
2001. The medicated skin care market increased 7.9% in food channels with sales
in excess of $88 million; 12.7% at drug stores bumping sales to about $95
million and experienced a 16.8% gain at mass merchants where sales exceed $120
million. The Company has a national sales broker network comprised of 22
offices nationwide (including Alaska and Hawaii) in line to sell-in to all three
channels of distribution. 12 to 20 Plus management also has access to an
international distributor who has marketed and distributed health and beauty
products such as the Helene Curtis brand for the past 20 years. The
international market for acne remedies is estimated at another $400 million,
bringing the total potential market to around $800 million worldwide.
The Company intends to capture a one percent (1%) share of the national market
over the next 24 months and is targeted to accomplish a four percent (4%) market
share within 36 months.
STRATEGY
12 to 20 Plus will be taken to market as a complete Acne Therapy System for the
prevention, control and treatment of acne skin conditions. Dual purpose product
benefits will be promoted in advertising that will position the products as
medicated cosmetics which enhance and beautify skin while working to clear and
control acne related skin problems.
Renowned researchers are proclaiming the new technology ingredients in 12 to 20
Plus formulations as the "next generation in skin care". The Company will
capitalize on the incorporation of two super trends in skin care-high tech and
natural-positioning in its consumer advertising campaign.
Additionally, the Company will participate in e-commerce with Drug Store. Com
and Beauty Online where consumer spending on skin care, cosmetics and fragrances
is expected to jump to $553 million in 2003. The Company will launch a
marketing campaign to dermatologists via direct mail efforts and educational Web
site.
Distribution will be accomplished through brokers and distributors in selected
U.S. markets.
COMPETITION
Products such as Clearasil, Oxy, Stridex and Neutrogena continue to dominate the
market, although an innovative newcomer, Biore, has made an appearance. Most
products continue to contain Benzoyl Peroxide, a very intense drying and peeling
agent which tends to reverse the elasticity of skin over prolonged use.
These market leaders have many years of name recognition behind them, major
advertising budgets and unlimited research and development dollars. A vast
majority of their products are extremely irritating to most skin types.
By exploiting the uniqueness of the 12 to 20 Plus gentle, but powerful
non-irritating formulations, the Company can emerge as an innovator in the acne
remedy category, capturing a small but profitable market share.
ITEM 3-FINANCIAL STATEMENTS AND EXHIBITS.
The following documents are filed as a part of this report:
(a) Financial statement of business.
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It is impracticable to provide the required financial statements at this time.
Audited financial statements of the constituent corporations will be filed as
soon as practicable.
(b) Pro forma financial information.
It is impracticable to provide the required pro forma financial information at
this time. Pro forma financial statements reflecting the merger of 12 to 20
Plus and Loughran/Go will be filed as soon as practicable.
(c ) Exhibits
2.1 - Agreement and Plan dated April 12, 2002 among 12 to 20 Plus, Incorporated
and Loughran/Go Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Loughran/Go Corporation
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(Registrant)
By: /s/ Carol Slavin
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Carol Slavin, President& CEO
Date 4/15/02
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Exhibit 2.1 Agreement
AGREEMENT
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AGREEMENT made April 12, 2002,by and between 12 to 20 Plus, Incorporated, a
Delaware corporation (the "Seller") and Loughran/Go Corporation, a Nevada
corporation (the "Purchaser"), and is effective as of May 8, 2002.
RECITALS
The Seller, 12 to 20 Plus, Incorporated, a Delaware corporation with
approximately 30 shareholders, has researched and developed and will take to
market an Acne Therapy System.
The Purchaser, a Securities and Exchange Commission reporting Company with
approximately 30 shareholders, without any current operations desires to enter
the acne treatment market.
IT IS THEREFORE AGREED:
1. In accordance with the provisions of the Merger Agreement, the Delaware
Corporation Law and the Nevada Revised Statutes ("NRS"), 12 to 20 Plus,
Incorporated (12 to 20) shall be merged with and into Loughran/Go Corporation
(LGC). The separate existence of 12 to 20 shall cease and LGC shall be, and is
herein sometimes referred to as, the "Surviving Corporation", and the name of
the Surviving Corporation shall be 12 to 20 Plus, Incorporated.
2. 12 to 20 and LGC have adopted an Agreement and Plan of Merger ( the "Merger
Agreement") pursuant to which the surviving corporation shall be LGC.
3. The Merger Agreement was submitted for approval to the shareholders of 12 to
20 and LGC.
4. The vote required for approval of the Merger Agreement by the shareholders
of 12 to 20 is the consent of the holders of a majority of the outstanding 12 to
20 Common Stock voting together as a class. As of the record date for such
consent there were 950,000 shares of 12 to 20 common stock outstanding. The
Merger Agreement was approved by more than a majority of 12 to 20 which consent
is sufficient for approval by the shareholders of 12 to 20.
5. The vote required for approval of the Merger Agreement by the shareholders
of LGC is the consent of the holders of a majority of the outstanding LGC Common
Stock voting together as a class. As of the record date for such consent there
were 500,000 shares of LGC common stock outstanding. The Merger Agreement was
approved by more than a majority of LGC which consent is sufficient for approval
by the shareholders of LGC.
6. The articles of incorporation and Bylaws of LGC as in effect immediately
prior to the Merger will survive the merger of 12 to 20 into LGC.
7. Representations and Warranties of Seller. The Seller represents and
warrants to the Purchaser that:
(a) Authorization. Sellers are the majority shareholders of the outstanding
shares of 12 to 20 Plus and have been duly authorized to exchange the shares for
shares of the Purchaser.
(b) Title. The Seller at the Closing Date will have full and valid title to
the majority shares of issued and outstanding shares to be delivered, and there
will be no existing impediment to the sale and transfer of such assets to the
Purchaser. Upon delivery the shares shall be free and clear of all liens,
charges, security interest, and encumbrances whatsoever.
(c ) Seller's Capacity. Seller has full right, power, legal capacity, and
authority to enter into this Agreement.
(d) Obligations. As of April 12, 2002, 12 to 20 had no obligations or
liabilities in excess of $1,000.00, contingent or otherwise, which were not
disclosed to Purchaser.
(e) Assets. 12 to 20 Plus has good and marketable title to all of its property
and assets.
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(f) No Material Changes. Since negotiations for this sale commenced, there have
been no changes in the nature of the business of 12 to 20, or in its financial
condition or property, other than changes arising out of the ordinary course of
its business, or obligations, none of which have been materially adverse, and 12
to 20 has not incurred any obligations or liabilities, or made any
disbursements, other than those in the ordinary course of business and
operations.
(g) Claims and Proceedings. 12 to 20 is not a party in any litigation, pending
or threatened, nor has any material claim been made or asserted against 12 to
20, nor are there any proceedings threatened or pending before any federal,
state or municipal government, or any department, board, body or agency
involving 12 to 20.
(h) Payments. 12 to 20 is not in default in the payment of any of its
obligations.
8. Purchaser's Representations and Warranties. Purchaser represents and
warrants to the Seller that:
(a) Capacity. Purchaser has full right, power, legal capacity, and authority to
enter into this Agreement.
(b) Corporate Status. LGC is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada and has all corporate
power necessary to engage in the business in which it is presently engaged.
(c ) No Material Changes. Since negotiations for this sale commenced, there
have been no changes in the nature of the business of LGC, or in its financial
condition or property, other than changes arising out of the ordinary course of
its business, or obligations, none of which have been materially adverse, and
LGC has not incurred any obligations or liabilities, or made any disbursements
other than those in the ordinary course of business and operations.
(d) Claims and Proceedings. LGC is not a party in any litigation, pending or
threatened, nor has any material claim been made or asserted against LGC, nor
are there any proceedings threatened or pending before any federal, state, or
municipal government, or any department, board, body, or agency involving LGC.
(e) Compliance. LGC is not in violation of any provision of its Certificate of
Incorporation or Bylaws, nor has it defaulted under any agreement or other
instrument to which LGC is a party to by which it is bound, other than those of
an immaterial or unsubstantial nature.
9. Mutual Representations and Warranties. Seller and Purchaser each have
disclosed all litigation, proceedings, or assessed tax deficiency pending
against or relating to Seller, and Purchaser or properties, assets, or business
sold hereunder which may interfere with the use and quiet possession of the
assets of the respective businesses.
10. Condition of Business. Seller and Purchaser shall take no action in the
period preceding closing that will materially change the nature of the business
and its relationship with its customers, employees, and suppliers beyond normal
business actions of a prudent business person.
11. Additional Act or Documentation. Seller and Purchaser agree to make,
execute, and deliver such additional documents and instruments and take such
actions as may be necessary or appropriate to carry out the full intent and
purpose of this Agreement.
12. Closing. It is the intent of the parties that the merger be effective April
12, 2002, with the actual closing occurring no later than May 8, 2002, at a time
and place mutually agreeable to all parties. Operational control of 12 to 20
shall be granted to the Surviving Corporation at the effective date.
13. Notices. Any notices that may be required under this Agreement shall be in
writing, shall be effective on the earlier of the date when received or the
third day following mailing, and shall be given by personal service, or by
certified or registered mail, return receipt requested, to the address set forth
below, or to such other addresses as may be specified in writing to all parties
hereto.
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If to Purchaser:
Loughran/Go Corporation
In care of Mr. Philip M. Young 18036 N. 15th Street
Phoenix, AZ 85022
If to Seller:
12 to 20 Plus, Incorporated
Carol Slavin
3485 Sacramento Drive, #F, San Luis Obispo, California 93401
14. Access to Books and Records. From the date of this Agreement to the Closing
Date, the parties will give each other free access to the records, files, books
of account, and tax returns of the other, provided the same shall not
unreasonably interfere with its normal operations.
15. Binding Effect. This Agreement shall be binding upon and shall inure to the
benefit of the parties, the successors and assigns of the Purchaser, and the
legal representatives and assigns of the Seller.
16. Survival. All representations and warranties shall survive the closing of
the transactions hereunder.
17. Brokerage. The Purchaser represents to Seller that they have not employed
any broker or entered into any agreement for the payment of any fees,
compensation, or expense to any person, firm, or corporation in connection with
the within transaction.
IN WITNESS WHEREOF, the parties have signed this agreement.
SELLER:
12 to 20 Plus, Incorporated
A Delaware corporation
Date: April 20, 2002 /s/ Carol Slavin
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By Carol Slavin, its President
PURCHASER:
Loughran/Go Corporation
A Nevada corporation
Date: April 20, 2002 /s/ Philip M. Young
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By Philip M. Young, its Chief Executive Officer
END OF FILING
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