GRAND ENTERPRISES INC/DE filed this SB-2/A on 01/16/2002.
PRINCIPAL AND SELLING SECURITY HOLDERS
The shares of common stock may be offered and sold from time to time by the
shareholders or by their transferees, pledgees, donees or their successors
pursuant to this prospectus. The following table sets forth certain information
about the selling shareholders. Except as otherwise provided, none of the
selling shareholders has, or within the past three years has had, any position,
office or other material relationship with Grand Enterprises or any of its
predecessors or affiliates. Because some of the selling shareholders may offer
all or some portion of the shares pursuant to this prospectus, no estimate can
be given as to the number of shares of common stock which will be held by the
selling shareholders upon termination of any such sales.
In addition, the table sets forth certain information concerning the
beneficial ownership of our common stock as of the date of this prospectus, by
(i) each person known by us to be the beneficial owner of more than 5% of our
common stock, (ii) each of our named executive officers, (iii) each of our
directors, and (iv) all directors and executive officers as a group. Unless
otherwise indicated, each of the stockholders has sole voting and investment
power with respect to the shares beneficially owned.
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<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND 5% HOLDERS
<Table>
<Caption>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY
PRIOR TO OFFERING OWNED AFTER OFFERING
NAME, TITLE AND ADDRESS -------------------------- ---------------------
OF BENEFICIAL OWNERS TITLE OF CLASS NUMBER PERCENT NUMBER PERCENT
----------------------- -------------- ----------- --------- ---------- --------
Teodosio Pangia.................... Common Stock 9,710,000(1) 43.16% 8,739,000 38.84%
CEO, President and Director
119 West 23rd Street
Suite 507
New York, NY 10004
All officers and directors as a Common Stock 9,710,000 43.16% 8,739,000 38.84%
group............................
TVP Capital Corp.(2)............... Common Stock 3,910,000 17.38% 3,519,000 15.641%
119 West 23rd Street
Suite 507
New York, NY 10004
Maurizio DeCarli................... Common Stock 4,900,000 21.78% 4,410,000 19.60%
251 Folino Drive
Bridgeport, CT 06606
Mario Salvatore Pandolfo........... Common Stock 4,900,000 21.78% 4,410,000 19.60%
Via Acquabianca N 42
01100 Viterbo, Italy
</Table>
---------------
(1) Includes an aggregate of 5,800,000 shares held by Altea Investments,Ltd.,
Gata Investments, Ltd, Baychester Investments, Ltd., Bekeman Investments,
Ltd., RDT Investments, Ltd., and SD Investments, Ltd., companies
beneficially owned and/or controlled (directly or indirectly) by Mr. Pangia,
and 3,910,000 shares held by TVP Capital Corp. See footnote (2) below.
(2) Mr. Pangia is the sole officer, director and shareholder of TVP Capital
Corp.
(3) Mr. DeCarli was a principal of EC2000 prior to the Merger.
(4) Mr Pandolfo was a principal of EC2000 prior to the Merger.
SELLING STOCKHOLDERS
<Table>
<Caption>
COMMON SHARES COMMON SHARES
BENEFICIALLY OWNED BENEFICIALLY OWNED
PRIOR TO OFFERING(1) NUMBER OF AFTER OFFERING
--------------------- SHARES -------------------
NAME AND ADDRESS NUMBER PERCENT OFFERED NUMBER PERCENT
---------------- ---------- -------- --------- --------- -------
Altea Investments, Ltd.(2).................. 1,000,000 4.44 100,000 900,000 4.00
Baychester Investments, Ltd.(2)............. 900,000 4.00 90,000 810,000 3.60
Bekeman Investments, Ltd.(2)................ 1,000,000 4.44 100,000 900,000 4.20
Bondy & Schloss LLP......................... 90,000 * 9,000 81,000 *
Capital Advisory Partners LLC............... 80,000 * 8,000 72,000 *
Massimo DeCarli............................. 112,500 * 11,250 101,250 *
Maura DeCarli............................... 112,500 * 11,250 101,250 *
Maurizio DeCarli............................ 4,900,000 21.78 490,000 4,410,000 19.60
Finglas LLC................................. 80,000 * 8,000 72,000 *
Thomas Franzone............................. 250,000 1.11 25,000 225,000 1.00
Gata Investments, Ltd.(2)................... 1,000,000 4.44 100,000 950,000 4.22
Gorda Private Investments, Ltd.............. 250,000 1.11 25,000 225,000 1.00
Kilkenny Group LLC.......................... 80,000 * 8,000 72,000 *
Tony Lemma Trust............................ 900,000 4.0 90,000 810,000 3.60
Monkstown LLC............................... 80,000 * 8,000 72,000 *
Wilson Nixon................................ 50,000 * 5,000 45,000 *
</Table>
19
<PAGE>
<Table>
<Caption>
COMMON SHARES COMMON SHARES
BENEFICIALLY OWNED BENEFICIALLY OWNED
PRIOR TO OFFERING(1) NUMBER OF AFTER OFFERING
--------------------- SHARES -------------------
NAME AND ADDRESS NUMBER PERCENT OFFERED NUMBER PERCENT
---------------- ---------- -------- --------- --------- -------
1381037 Ontario Ltd......................... 150,000 * 15,000 135,000 *
Mario Salvatore Pandolfo.................... 4,900,000 21.78 490,000 4,410,000 19.60
Franco Pizzola.............................. 112,500 * 11,250 101,250 *
Rathgar LLC................................. 80,000 * 8,000 72,000 *
RDT Investments, Ltd.(2).................... 900,000 4.0 90,000 810,000 3.60
S D Investments, Ltd.(2).................... 1,000,000 4.44 100,000 900,000 4.20
Spartan Investments......................... 200,000 * 20,000 180,000 *
Tunku Mudzaffar Bin Tunku Must Apha......... 250,000 1.11 25,000 225,000 1.00
TVP Capital Corp............................ 3,910,000 17.38 391,000 3,519,000 15.64
Alan M. Wiernasz............................ 112,500 * 11,250 101,250 *
</Table>
---------------
(1) * Indicates less than 1%.
(2) Company beneficially owned and/or controlled directly or indirectly by Mr.
Ted Pangia.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Teodosio Pangia, our president, CEO and sole director, is the sole
principal of TVP Capital Corp, a Delaware corporation which owns 3,910,000
shares or 17.38% of our shares of common stock and beneficially owns and/or
controls, either directly or indirectly, six companies, Altea Investments, Ltd.,
Gata Investments, Ltd., Baychester Investments, Ltd., Bekeman Investments, Ltd.,
RDT Investments, Ltd. and S D Investments, Ltd., which in the aggregate hold
5,800,000 shares or 25.78% of our shares of common stock. TVP Capital Corp. is
owed $116,044 from the Company for net advances made by it. These advances are
non-interest bearing and payable on demand.
Maurizio DeCarli and Mario Pandolfo each owns 4,900,000 shares, or 21.78%
each, of our common stock. Messrs. DeCarli and Pandolfo were the principals of
EC2000 prior to the Merger and are the owners of the Fuel Energizing Cell
technology which they have licensed exclusively to EC2000. EC2000 purchases all
of its products from Sonical S.R.L. of Tuscania, Italy. The majority stockholder
of Sonical S.R.L. is Mario Pandolfo. Dr. Pandolfo is owed $570,795 from the
Company for non-interest bearing advances made by him for the purchase of
inventory by the Company.
As of September 30, 2001, we held a note receivable of $500,000 from Mr.
Pandolfo that is due on November 2, 2002 and bears interest at the prime rate.
Upon the due date, we have the option to convert the outstanding balance into
shares of treasury stock at $1.00 per share. However, if at any time during the
term of the note, the bid price equals or exceeds $4.00 per share for a period
of twenty consecutive trading days, the outstanding balance is automatically
converted into treasury stock at $1.00 per share.
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