Jake - Here's why the stock can't get up yet IMO (who else could be selling at these current orices?) :
Stock Acquisition Agreement, 12/18/97
Pursuant to a Stock Acquisition Agreement dated as of
December 18, 1997, Advanced Oxygen Technologies, Inc.
("AOXY") has issued 23,750,00 shares of its common stock,
par value $.01 per share for $60,000 cash plus consulting
services rendered valued at $177,500, to Crossland, Ltd.,
("Crossland"), Eastern Star, Ltd., ("Eastern Star"), Coastal
Oil, Ltd. ("Coastal") and Crossland, Ltd. (Belize) ("CLB").
Crossland and Eastern Star, Ltd. are Bahamas corporations.
Coastal Oil and CLB are Belize corporations.
Purchase Agreement, 12/18/97
Pursuant to a Purchase Agreement dated as of
December 18, 1997, CLB, Triton-International, Ltd.,
("Triton"), a Bahamas corporation, and Robert E. Wolfe
purchased an aggregate of 800,000 shares of AOXY's
common stock from Edelson Technology Partners II, L.P.
("ETPII") for $10,000 cash. AOXY issued 450,000 shares
of its capital stock to ETPII in exchange
for consulting services to be rendered.
The general partner of ETPII is Harry Edelson, Chairman of
the Board and Chief Executive Officer of AOXY prior to the
transactions resulting in the change of control (the
"Transactions"). Prior to the Transactions Mr. Edelson
directly or indirectly owned approximately 25% of the issued
and outstanding common stock of AOXY, and following the
completion of Mr. Edelson's consultancy he will own approximately 1.5%.
Company/Individual # OF SHARES %
Robert E. Wolfe 50,000 shares 0.17%
Triton-International 375,000 shares 1.26%
Crossland, Ltd. (Blze) 6,312,500 shares 21.30%
Crossland, Ltd. 5,937,500 shares 20.03%
Coastal Oil, Ltd. 5,937,500 shares 20.03%
Eastern Star, Ltd. 5,937,500 shares 20.03%
The 23,750,000 shares of AOXY common stock sold
by AOXY as of December 18, 1997 to Crossland, Eastern,
Coastal and CLB pursuant to the Stock Acquisition
Agreement (the "Regulation S Shares") have not been
registered under the Securities Act of 1933, as amended, in
reliance on the exemption from registration provided by Rule 903(c)(2) of
Regulation S. Consideration for the Regulation S Shares
consisted of $60,000 cash and consulting services renderedvalued at $177,500.
Each of the purchasers of the Regulation S Shares (a
"Buyer") has represented to AOXY that (I) it is not a "U.S.
Person" as that term is defined in Rule 902 (o) of Regulation
S; (ii) the sale of the Regulation S Shares was taking place
outside of the United States; (iii) no offer was made in the
United States; (iv) it was purchasing the Regulation S Shares
for its own account and not as a nominee or for the account
of any other person or entity; (v) it had no intention to sell or
distribute the shares except in accordance with Regulation S;
(vi) it agreed that it would not transfer Regulation S Shares to
a U.S. Person before the 41st day from the date the Buyer
purchased the Regulation S Shares.
AOXY represented to the Buyers that it had not
conducted any "directed selling effort" as defined in
Regulation S, and that it had filed all reports required to be
filed under the Securities Exchange Act of 1934 during the
preceding twelve months. |
