TT, what you think about that WTPE 8k? :)
WTPE -- Water Petroleum & Environmental Technologies Co.
Com ($0.0001) (New)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT(DATE OF EARLIEST EVENT REPORTED): NOVEMBER 15, 2000
WATER PETROLEUM AND ENVIRONMENTAL
TECHNOLOGIES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 000-31099 04-3365594
---------------------------- ----------- ------------------
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
165 MAIN STREET, PENN YAN, NEW YORK 14527
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (607) 243-7670
5882 S. 900 E., SUITE 202, SALT LAKE CITY, UTAH
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
Item 1. Changes in Control of Registrant.
On October 16, 2000, the Registrant entered into an Agreement and Plan of Reorganization with
SkyGivers, Inc, a Nevada corporation ("SkyGivers") which closed on November 15, 2000 pursuant to
which Carol Fitzgerald, the sole stockholder of SkyGivers, received 7,008,895 restricted shares of the
Registrant's common stock in exchange for all of the issued and outstanding shares of common stock of
SkyGivers. Ms. Fitzgerald then returned 5,660,751 shares of the restricted common stock to the
Registrant resulting in her ownership of 1,348,144 restricted shares of the Registrant's common stock
representing 16% of the outstanding voting securities of the Registrant.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits:
Exhibit 10 Agreement and Plan of Reorganization between Water Petroleum and Environmental
Technologies Company and SkyGivers, Inc. dated October 16, 2000.
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.
NEW GENERATION PLASTIC, INC.
Dated: November 29, 2000 By: /s/ CAROL FITZGERALD
Carol Fitzgerald
President
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization ("the Agreement"), dated as of the 16th day of October, 2000,
by and between Water Petroleum and Environmental Technologies Company, a Nevada corporation
("WPET") and SkyGivers, Inc., a Nevada corporation, ("SkyGivers") and the shareholders of SkyGivers
("Shareholders"), with reference to the following:
A. WPET is a Nevada corporation organized on April 24, 1997. WPET has authorized capital stock of
75,000,000 shares of common stock, $.0001 par value, of which 1,409,924 shares are issued and
outstanding and 25,000,000 shares of preferred stock, $.0001 par value, of which no shares are issued
and outstanding.
B. SkyGivers, Inc. is a privately held corporation organized under the laws of the State of Nevada on
October 5, 2000. SkyGivers has authorized capital stock of 1,000 shares of common stock, $.01 par
value, of which 100 shares are issued and outstanding.
C. The respective Boards of Directors of WPET and SkyGivers have deemed it advisable and in the best
interests of WPET and SkyGivers that SkyGivers be acquired by WPET, pursuant to the terms and
conditions set forth in this Agreement.
D. WPET and SkyGivers propose to enter into this Agreement which provides among other things that all
of the outstanding shares of SkyGivers be acquired by WPET, in exchange for shares of WPET and such
additional items as more fully described in the Agreement.
E. The parties desire the transaction to qualify as a tax-free reorganization under Section 368 (a)(1)(B) of
the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
THE ACQUISITION
1.01 At the Closing, a total of 100 common shares, which represents all of the outstanding shares of
SkyGivers shall be acquired by WPET in exchange for 7,008,895 restricted common shares of WPET.
The shares of WPET to be issued in this transaction shall be issued as set forth in Exhibit A to this
Agreement.
1.02 At the Closing, SkyGivers will cause it's shareholders to deliver certificates for the outstanding shares
of SkyGivers, duly endorsed so as to make WPET the sole holder thereof, free and clear of all claims and
encumbrances and WPET shall deliver a transmittal letter directed to the transfer agent of WPET directing
the issuance of shares to the shareholders of SkyGivers as set forth on Exhibit A of this Agreement.
1.03 Following the reorganization there will be a total of 12,324,549 shares, $.0001 par value, issued and
outstanding in WPET.
1.04 Following the reorganization, SkyGivers will be a wholly owned subsidiary of WPET.
1.05 At the closing, Carol Fitzgerald shall be appointed a director of WPET and Curtis Olsen and Allison
Olsen shall resign as directors and officers of WPET.
ARTICLE 2
THE CLOSING
2.01 The consummation of the transactions contemplated by this Agreement (the "Closing") shall take
place at Westerman Shapiro Draghi & Miller, LLP, 600 Old Country Road, Suite 500, Garden City, New
York 11530 on or before November 10, 2000, (the "Closing Date") or at such other place or date and
time as may be agreed to in writing by the parties hereto.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF WPET
WPET hereby represents and warrants to SkyGivers as follows:
3.01 WPET shall deliver to SkyGivers, on or before Closing, each of the following:
(a) Financial Statements. Audited financial statements of WPET including, but not limited to, balance sheets
and profit and loss statements for the periods from inception on April 24, 1997 to April 30, 2000,
prepared in accordance with generally accepted accounting principles and which fairly present the financial
condition of WPET at the dates thereof. (Schedule A)
(b) Property. An accurate list and description of all property, real or personal, owned by WPET of a value
equal to or greater than $10,000.00. (Schedule B.)
(c) Liens and Liabilities. A complete and accurate list of all material liens, encumbrances, easements,
security interests or similar interests in or on any of the assets listed on Schedule A. (Schedule C.) A
complete and accurate list of all debts, liabilities and obligations of WPET incurred or owing as of the date
of this Agreement. (Schedule C.1.)
(d) Leases and Contracts. A complete and accurate list describing all material terms of each lease (whether
of real or personal property) and each contract, promissory note, mortgage, license, franchise, or other
written agreement to which WPET is a party which involves or can reasonably be expected to involve
aggregate future payments or receipts by WPET (whether by the terms of such lease, contract, promissory
note, license, franchise or other written agreement or as a result of a guarantee of the payment of or
indemnity against the failure to pay same) of $1,000.00 or more annually during the twelve-month period
ended December 31, 2000, or any consecutive twelve-month period thereafter, except any of said
instruments which terminate or are cancelable without penalty during such twelve-month period. (Schedule
D.)
(e) Loan Agreements. Complete and accurate copies of all loan agreements and other documents with
respect to obligations of WPET for the repayment of borrowed money. (Schedule E.)
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(f) Consents Required. A complete list of all agreements wherein consent to the transaction herein
contemplated is required to avoid a default thereunder; or where notice of such transaction is required at or
subsequent to closing, or where consent to an acquisition, consolidation, or sale of all or substantially all of
the assets is required to avoid a default thereunder. (Schedule F.)
(g) Articles and Bylaws. Complete and accurate copies of the Certificate and Articles of Incorporation and
Bylaws of WPET together with all amendments thereto to the date hereof. (Schedule G.)
(h) Shareholders. A complete list of all persons or entities holding capital stock of WPET or any rights to
subscribe for, acquire, or receive shares of the capital stock of WPET (whether warrants, calls, options, or
conversion rights), including copies of all stock option plans whether qualified or nonqualified, and other
similar agreements. (Schedule H.)
(i) Officers and Directors. A complete and current list of all Officers and Directors of WPET. (Schedule I.)
(j) Salary Schedule. A complete and accurate list (in all material respects) of the names and the current
salary rate for each present employee of WPET who received $10,000.00 or more in aggregate
compensation from WPET whether in salary, bonus or otherwise, during the year 1999, or who is
presently scheduled to receive from WPET a salary in excess of $10,000.00 during the year ending
December 2000, including in each case the amount of compensation received or scheduled to be received,
and a schedule of the hourly rates of all other employees listed according to departments. (Schedule J.)
(k) Litigation. A complete and accurate list (in all material respects) of all material civil, criminal,
administrative, arbitration or other such proceedings or investigations (including without limitations unfair
labor practice matters, labor organization activities, environmental matters and civil rights violations)
pending or, to the knowledge of WPET threatened, which may materially and adversely affect WPET.
(Schedule K.)
(l) Tax Returns. Accurate copies of all Federal and State tax returns for WPET for the last fiscal year.
(Schedule L.)
(m) Agency Reports. Copies of all material reports or filings (and a list of the categories of reports or filings
made on a regular basis) made by WPET under ERISA, EEOC, FDA and all other governmental agencies
(federal, state or local) during the last fiscal year.
(Schedule M.)
(n) Banks. A true and complete list (in all material respects), as of the date of this Agreement, showing (1)
the name of each bank in which WPET has an account or safe deposit box, and (2) the names and
addresses of all signatories. (Schedule N.)
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(o) Jurisdictions Where Qualified. A list of all jurisdictions wherein WPET is qualified to do business and is
in good standing.
(Schedule O.)
(p) Subsidiaries. A complete list of all subsidiaries of WPET. (Schedule P.) The term "Subsidiary" or
"Subsidiaries" shall include corporations, unincorporated associations, partnerships, joint ventures, or
similar entities in which WPET has an interest, direct or indirect.
(q) Union Matters. An accurate list and description (in all material respects) of all union contracts and
collective bargaining agreements of WPET, if any. (Schedule Q.)
(r) Employee and Consultant Contracts. A complete and accurate list of all employee and consultant
contracts which WPET may have, other than those listed in the schedule on Union Matters. (Schedule R.)
(s) Employee Benefit Plans. Complete and accurate copies of all salary, stock options, bonus, incentive
compensation, deferred compensation, profit sharing, retirement, pension, group insurance, disability, death
benefit or other benefit plans, trust agreements or arrangements of WPET in effect on the date hereof or to
become effective after the date thereof, together with copies of any determination letters issued by the
Internal Revenue Service with respect thereto. (Schedule S.)
(t) Insurance Policies. A complete and accurate list (in all material respects) and a description of all material
insurance policies naming WPET as an insured or beneficiary or as a loss payable payee or for which
WPET has paid all or part of the premium in force on the date hereof, specifying any notice or other
information possessed by WPET regarding possible claims thereunder, cancellation thereof or premium
increases thereon, including any policies now in effect naming WPET as beneficiary covering the business
activities of WPET. (Schedule T.)
(u) Customers. A complete and accurate list (in all material respects) of the customers of WPET, including
presently effective contracts of WPET to be assigned to WPET, accounting for the principle revenues of
WPET, indicating the dollar amounts of gross income of each such customer for the current period.
(Schedule U.)
(v) Licenses and Permits. A complete list of all licenses, permits and other authorizations of WPET.
(Schedule V.)
3.02 Organization, Standing and Power. WPET is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada with all requisite corporate power to own or lease its
properties and carry on its businesses as are now being conducted.
3.03 Qualification. WPET is duly qualified and is licensed as a foreign corporation authorized to do
business in each jurisdiction wherein it conducts its business operations. Such jurisdictions, which are the
only jurisdictions in which WPET is duly qualified and licensed as a foreign corporation, are shown in
Schedule O.
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3.04 Capitalization of WPET. The authorized capital stock of WPET consists of 75,000,000 shares of
Common Stock, $.0001 par value, of which 1,409,924 shares are currently issued and outstanding and
25,000,000 shares of Preferred Stock, $.0001 par value, of which no shares are currently issued and
outstanding. There are no preemptive rights with respect to the WPET stock.
3.05 Authority. The execution and delivery of this Agreement and consummation of the transactions
contemplated herein have been duly authorized by all necessary corporate actions, including but not limited
to duly and validly authorized action and approval by the Board of Directors, on the part of WPET. This
Agreement constitutes the valid and binding obligation of WPET enforceable against it in accordance with
its terms, subject to the principles of equity applicable to the availability of the remedy of specific
performance. This Agreement has been duly executed by WPET and the execution and delivery of this
Agreement and the consummation of the transactions contemplated by this Agreement shall not result in
any breach of any terms or provisions of WPET's Certificate and Articles of Incorporation or Bylaws or of
any other agreement, court order or instrument to which WPET is a party or bound by.
3.06 Absence of Undisclosed Liabilities. WPET has no material liabilities of any nature, whether fixed,
absolute, contingent or accrued, which were not reflected on the financial statements set forth in Schedule
A or otherwise disclosed in this Agreement or any of the Schedules or Exhibits attached hereto. As of the
Closing, WPET shall have no assets or liabilities of any nature, real, absolute or contingent, other than
those resulting from the acquisition of SkyGivers.
3.07 Absence of Changes. Since April 30, 2000 there has not been any material adverse change in the
condition (financial or otherwise), assets, liabilities, earnings or business of WPET, except for changes
resulting from completion of those transactions described in Section 5.01.
3.08 Tax Matters. All taxes and other assessments and levies which WPET is required by law to withhold
or to collect have been duly withheld and collected, and have been paid over to the proper government
authorities or are held by WPET in separate bank accounts for such payment or are represented by
depository receipts, and all such withholdings and collections and all other payments due in connection
therewith (including, without limitation, employment taxes, both the employee's and employer's share) have
been paid over to the government or placed in a separate and segregated bank account for such purpose.
There are no known deficiencies in income taxes for any periods and further, the representations and
warranties as to absence of undisclosed liabilities contained in Section 3.06 includes any and all tax
liabilities of whatsoever kind or nature (including, without limitation, all federal, state, local and foreign
income, profit, franchise, sales, use and property taxes) due or to become due, incurred in respect of or
measured by WPET income or business prior to the Closing Date.
3.09 Options, Warrants, etc. Except as otherwise described in Schedule H, there are no outstanding
options, warrants, calls, commitments or agreements of any character to which WPET or its shareholders
are a party or by which WPET or its shareholders are bound, or are a party, calling for the issuance of
shares of capital stock of WPET or any securities representing the right to purchase or otherwise receive
any such capital stock of WPET.
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3.10 Title to Assets. Except for liens set forth in Schedule C, WPET is the sole unconditional owner of,
with good and marketable title to, all assets listed in the schedules as owned by it and all other property
and assets are free and clear of all mortgages, liens, pledges, charges or encumbrances of any nature
whatsoever.
3.11 Agreements in Force and Effect. Except as set forth in Schedules D and E, all material contracts,
agreements, plans, promissory notes, mortgages, leases, policies, licenses, franchises or similar instruments
to which WPET is a party are valid and in full force and effect on the date hereof, and WPET has not
breached any material provision of, and is not in default in any material respect under the terms of, any such
contract, agreement, plan, promissory note, mortgage, lease, policy, license, franchise or similar instrument
which breach or default would have a material adverse effect upon the business, operations or financial
condition of WPET.
3.12 Legal Proceedings, Etc. Except as set forth in Schedule K, there are no civil, criminal, administrative,
arbitration or other such proceedings or investigations pending or, to the knowledge of either WPET or the
shareholders thereof, threatened, in which, individually or in the aggregate, an adverse determination would
materially and adversely affect the assets, properties, business or income of WPET. WPET has
substantially complied with, and is not in default in any material respect under, any laws, ordinances,
requirements, regulations or orders applicable to its businesses.
3.13 Governmental Regulation. To the knowledge of WPET and except as set forth in Schedule K, WPET
is not in violation of or in default with respect to any applicable law or any applicable rule, regulation,
order, writ or decree of any court or any governmental commission, board, bureau, agency or
instrumentality, or delinquent with respect to any report required to be filed with any governmental
commission, board, bureau, agency or instrumentality which violation or default could have a material
adverse effect upon the business, operations or financial condition of WPET.
3.14 Brokers and Finders. WPET shall be solely responsible for payment to any broker or finder retained
by WPET for any brokerage fees, commissions or finders' fees in connection with the transactions
contemplated herein.
3.15 Accuracy of Information. No representation or warranty by WPET contained in this Agreement and
no statement contained in any certificate or other instrument delivered or to be delivered to SkyGivers
pursuant hereto or in connection with the transactions contemplated hereby (including without limitation all
Schedules and exhibits hereto) contains or will contain any untrue statement of material fact or omits or will
omit to state any material fact necessary in order to make the statements contained herein or therein not
misleading.
3.16 Subsidiaries. Except as listed in Schedule P, WPET does not have any other subsidiaries or own
capital stock representing ten percent (10%) or more of the issued and outstanding stock of any other
corporation.
3.17 Consents. Except as listed in Schedule F, no consent or approval of, or registration, qualification or
filing with, any governmental authority or other person is required to be obtained or accomplished by
WPET or any shareholder thereof in connection with the consummation of the transactions contemplated
hereby.
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3.18 Improper Payments. Neither WPET, nor any person acting on behalf of WPET has made any
payment or otherwise transmitted anything of value, directly or indirectly, to (a) any official or any
government or agency or political subdivision thereof for the purpose of influencing any decision affecting
the business of WPET (b) any customer, supplier or competitor of WPET or employee of such customer,
supplier or competitor, for the purpose of obtaining, retaining or directing business for WPET or (c) any
political party or any candidate for elective political office nor has any fund or other asset of WPET been
maintained that was not fully and accurately recorded on the books of account of WPET.
3.19 Copies of Documents. WPET has made available for inspection and copying by SkyGivers and its
duly authorized representatives, and will continue to do so at all times, true and correct copies of all
documents which it has filed with the Securities and Exchange Commission and all other governmental
agencies which are material to the terms and conditions contained in this Agreement. Furthermore, all filings
by WPET with the Securities and Exchange Commission, and all other governmental agencies, including
but not limited to the Internal Revenue Service, have contained information which is true and correct, to the
best knowledge of the Board of Directors of WPET, in all material respects and did not contain any untrue
statement of a material fact or omit to state any material fact necessary to make the statements made
therein not misleading or which could have any material adverse effect upon the financial condition or
operations of WPET or adversely effect the objectives of this Agreement with respect to SkyGivers
including, but not limited to, the issuance and subsequent trading of the shares of common stock of WPET
to be received hereby, subject to compliance by the shareholders of SkyGivers with applicable law.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF
SKYGIVERS
SkyGivers hereby represents and warrants to WPET as follows:
4.01 SkyGivers shall deliver to WPET, on or before Closing, the following:
(a) Financial Statements. Unaudited financial statements of SkyGivers including, but not limited to, balance
sheets and profit and loss statements from inception to the current period, prepared in accordance with
generally accepted accounting principles and which fairly present the financial condition of SkyGivers at the
dates thereof. (Schedule AA)
(b) Property. An accurate list and description of all property, real or personal owned by SkyGivers of a
value equal to or greater than $1,000.00. (Schedule BB)
(c) Liens and Liabilities. A complete and accurate list of all material liens, encumbrances, easements,
security interests or similar interests in or on any of the assets listed on Schedule AA. (Schedule CC.) A
complete and accurate list of all debts, liabilities and obligations of SkyGivers incurred or owing as of the
date of this Agreement. (Schedule CC.1.)
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(d) Leases and Contracts. A complete and accurate list describing all material terms of material leases
(whether of real or personal property) and each contract, promissory note, mortgage, license, franchise, or
other written agreement to which SkyGivers is a party which involves or can reasonably be expected to
involve aggregate future payments or receipts by SkyGivers (whether by the ter |
