Form SB-2/A for Purezza Group, Inc.

SB-2/A 1 purezza.htm Form SB-2/A for Purezza Group, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2
Amendment No. 2
---------------

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PUREZZA GROUP, INC.

(State or jurisdiction of incorporation or organization)
Florida

(Primary Std. Industrial Classification Code Number)
2800

(IRS Employer ID Number)
65-093-9305

(Address and telephone number of principal executive offices)
24 Madison Road
Fairfield, New Jersey 07004
(973) 439-1933

(Address of principal place of business or intended principal place of business)
24 Madison Road
Fairfield, New Jersey 07004

(Name, address and telephone number of agent for service)
------------------------------------------------------------------
Larry Legel
5100 N. Federal Highway, Suite 409
Fort Lauderdale, Florida 33308
(954) 493-8900

(All communications to)
Brenda Lee Hamilton, Esq.
Hamilton, Lehrer and Dargan, P.A.
2 East Camino Real, Suite 202
Boca Raton, Florida 33432
(561) 416-8956

PUREZZA GROUP, INC.

487,700 SHARES ARE BEING OFFERED BY SELLING SHAREHOLDERS

Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.

If any of the Securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box:

[X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act of 1933 registration number of the
earlier effective registration statement for the same offering.

[ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the Securities
Act of 1933 registration statement number of the earlier effective registration
statement for the same offering.

[ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the Securities
Act of 1933 registration statement number of the earlier effective registration
statement for the same offering.

[ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.

[ ]

CALCULATION OF REGISTRATION FEE (1)(2)

Title of each class Amount of Registration
of securities Amount to be Offering price aggregate offering Fee
to be registered registered
--------------------------------------------------------------------------------------------

Common Stock, 487,700 $1.10 $536,470 $115.77 (3)
$.001 par value
--------------------------------------------------------------------------------------------

(1) Estimated solely to calculate the registration fee pursuant to Rule 457.

(2) Selling Shareholders hold all of the shares that we are registering. The
Selling Shareholders will be required to sell their shares at one dollar and
ten cents per share until all our common stock is quoted on the Over-the-
Counter Bulletin Board and thereafter at prevailing prices or privately
negotiated prices. We will not receive proceeds from the sale of the shares
from the Selling Shareholders.
(3) Previously paid based on 1,144,000 shares of common stock that were
previously to be registered on this Registration Statement.

We hereby amend this Registration Statement on such date or dates as may be
necessary to delay its effective date until we shall file a further amendment
which specifically states that this Registration Statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933
or until this Registration Statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Our
Selling Shareholders may not sell these securities until the Registration
Statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.

SUBJECT TO COMPLETION, DATED JULY 17 , 2002

Our current shareholders are offering 487,700 shares of our common stock.

Our common stock is not now listed on the Over-the-Counter Bulletin Board or any
national securities exchange or the NASDAQ stock market.

The Selling Shareholders will be required to sell their shares at one dollar and
ten cents per share. We will pay all expenses of registering the securities.

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY
PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS"
BEGINNING ON PAGE 10.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The information in this prospectus is not complete and may be changed. Our
Selling Shareholders may not sell these securities until this Registration
Statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to sell these securities in any state where the offer or sale is not
permitted.

The date of this preliminary prospectus is July 17 , 2002

Offering Information

Price to Underwriting Estimated Proceeds to
Commissions(2) Expenses(1) Company(2)

Per Share $1.10 N/A N/A N/A
--------------------------------------------------------------------------------
Total $0.0 $0.0 $0.0 $0.0
--------------------------------------------------------------------------------
(1) Does not include offering costs, including filing, legal, and accounting
estimated at $60,115.77. We have agreed to pay all the costs of this
offering. Selling Shareholders will pay no offering expenses.

(2) We will not receive proceeds from the sale of shares from the Selling
Shareholders.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the Registration Statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to sell these
securities in any state where the offer or sale is not permitted.

The date of this preliminary prospectus is July 17, 2002

TABLE OF CONTENTS

PART I - INFORMATION REQUIRED IN PROSPECTUS

ITEM 1. Front of Registration Statement and Outside Front Cover of
Prospectus.....................................................3

ITEM 2. Inside Front and Outside Back Cover Pages of Prospectus.............4

ITEM 3. Summary Information and Risk Factors................................8

Because we have a limited operating history with no revenues, you
will be unable to determine whether we will ever become profitable....10

We have a history of losses and expect losses for the foreseeable
future due to increasing costs which may prevent us from ever becoming
profitable............................................................10

If we are unable to obtain financing to support our future
growth plans, we will have to curtail our operations and our
growth plans..........................................................10

Because neither our management nor our exclusive sales agent
has marketing or environmental clean-up experience or background,
we may be unable to develop sales of our products.....................10

Our management currently devotes limited time to our business and
may continue to do so in the future, which may prevent us from
implementing our plan of operations...................................10

United States and foreign regulation may increase our costs and
lead to delays, fines or restrictions on doing business...............11

If we are unable to make royalty payments to our licensor, our
sublicense agreement may be terminated, as well as our business.......12

Our agreement with our licensor imposes restrictions on our
ability to market and promote the Phoslock product, which may
prevent us from successfully marketing our products...................12

Because the licensor of our sole product is located in Australia, it
will be difficult to enforce liabilities or pursue any legal action
against the Australian-based licensor.................................12

Our operations are subject to possible conflicts of interest; there
are no assurances that we will resolve these conflicts in a manner
favorable to our minority shareholders................................13

Our environmental product may be ineffective for use on any land
or water in our target markets, and as such, we may be unable to sell
our products in our target markets....................................13

Because the Phoslock product is new to the environmental clean-up
business in our target markets, we may encounter difficulties
marketing our product.................................................13

ITEM 4. Use of Proceeds....................................................14
ITEM 5. Determination of Offering Price....................................14
ITEM 6. Dilution...........................................................14
ITEM 7. Selling Security Holders...........................................14
ITEM 8. Plan of Distribution...............................................16
ITEM 9. Legal Proceedings..................................................18
ITEM 10. Directors, Executive Officers, Promoters and Control Persons.......18
ITEM 11. Security Ownership of Certain Beneficial Owners and Management.....19
ITEM 12. Description of Securities..........................................21
ITEM 13. Interest of Named Experts and Counsel..............................23
ITEM 14. Disclosure of Commission Position on Indemnification for
Securities Act Liabilities....................................23
ITEM 15. Organization Within Last Five Years................................23
ITEM 16. Description of Business............................................24
ITEM 17. Management's Discussion and Analysis or Plan of Operation ........43
ITEM 18. Description of Property............................................47
ITEM 19. Certain Relationships and Related Transactions.....................47
ITEM 20. Market for Common Equity and Related Stockholder Matters...........48
ITEM 21. Executive Compensation.............................................50
ITEM 22. Financial Statements...............................................51
ITEM 23. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure................................51
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. Indemnification of Directors and Officers..........................51
ITEM 25. Other Expenses of Issuance and Distribution........................52
ITEM 26. Recent Sales of Unregistered Securities............................53
ITEM 27. Exhibits...........................................................62
ITEM 28. Undertakings.......................................................62

ITEM 3. SUMMARY INFORMATION AND RISK FACTORS

PROSPECTUS SUMMARY

This prospectus contains statements about our future business operations that
involve risks and uncertainties. Our actual results could differ significantly
from our anticipated future operations, as a result of many factors, including
those identified under the "Risk Factors" section of this prospectus beginning
on page 10. The prospectus summary contains a summary of all material terms of
the prospectus. You should carefully read all information in the prospectus,
including the financial statements and their explanatory notes, under the
Financial Statements section beginning on page 43, prior to making an investment
decision.

HOW WE ARE ORGANIZED

We were incorporated in the State of Florida on August 9, 2001 to engage in the
business of marketing an environmental clean-up product, Phoslock. We are
authorized to issue 100,000,000 shares of common stock, of which 7,565,000
shares are issued and outstanding. We are not authorized to issue preferred
stock.

WHERE YOU CAN FIND US

Our principal executive offices are located at 24 Madison Road, Fairfield, New
Jersey 07004. Our telephone number is (973) 439-1933.

ABOUT OUR BUSINESS

We are a development stage company with limited operations and no revenues. We
were formed to market Phoslock, an environmental clean-up product, which removes
phosphorus and other substances that contaminate natural and industrial waters
and waste water streams. We have a sublicense agreement with an unaffiliated
third party Australia-based company, Integrated Minerals Technology, a licensor
of the Phoslock product. This agreement permits us to manufacture, market and
distribute the Phoslock product to the United States, Canada, Mexico, Central
America, and South America. We have no other affiliation with Integrated
Minerals Technology other than this agreement. During our first year of
operations, we plan to focus our marketing efforts of Phoslock only in the
United States through an affiliated company, Pro-Finishes, Inc. Although we have
the rights to do so, we will not attempt to market Phoslock in Canada, Mexico
and Central and South America, until at least our second year of operations.

THE OFFERING

As of the date of this prospectus, we have 7,565,000 shares of common stock
outstanding and no shares of preferred stock outstanding. This offering is
comprised entirely of shares of our common stock held by our Selling
Shareholders.

Although we have agreed to pay all offering expenses, we will not receive any
proceeds from the sale by the Selling Shareholders of their securities. We
anticipate estimated offering expenses of $60,115.77. We may borrow funds from
our management or others to pay the offering expenses.

The Selling Shareholders are offering 487,700 shares of our common stock. The
Selling Shareholders will be required to sell their shares at $1.10 until all
our shares are quoted on the Over-the-Counter Bulletin Board and thereafter at
prevailing prices or privately negotiated prices.

OUR FINANCIAL SUMMARY:
Because this is only a financial summary, it does not contain all the financial
information that may be important to you. Therefore, you should also carefully
read all the information in this prospectus, including the financial
statements and their explanatory notes before making an investment decision.

----------------------------------- -----------------------------------
BALANCE SHEET
AS OF
March 31, 2002
----------------------------------- -----------------------------------
ASSETS
-----------------------------------------------------------------------
Total Current Assets $612,467
----------------------------------- -----------------------------------
Total Property and Equipment $ 1,824
----------------------------------- -----------------------------------
Total Other Assets (License) $150,000
----------------------------------- -----------------------------------

Total Assets $764,139
----------------------------------- -----------------------------------

LIABILITIES & STOCKHOLDERS' EQUITY
----------------------------------- -----------------------------------
Current Liabilities:
----------------------------------- -----------------------------------
Accounts Payable
$ 0
----------------------------------- -----------------------------------
Accrued expenses payable $ 1,319
-----------------------------------------------------------------------

Total Current Liabilities $ 1,319
----------------------------------- -----------------------------------
Long-Term Debt
----------------------------------- -----------------------------------
Convertible debenture note $600,000
---------------------------------- -----------------------------------
Accrued Interest Payable $ 32,088
----------------------------------- -----------------------------------
Total Long Term Debt: $632,088
----------------------------------- -----------------------------------
Total Liabilities $633,407
----------------------------------- -----------------------------------
Stockholders Equity
Common stock, $0.001 par value,
Authorized 100,000,000 shares;
11,440,000 shares issues and outstanding $ 11,440
----------------------------------- -----------------------------------
Additional paid-in capital $327,318
----------------------------------- -----------------------------------
Deficit accumulated during
Development stage $(208,026)
Total Stockholders' Equity $130,732
----------------------------------- -----------------------------------
Total Liabilities and
Stockholders' Equity $764,139
----------------------------------- -----------------------------------

----------------------------------- -----------------------------------
STATEMENT OF OPERATIONS
PERIOD FROM
INCEPTION TO March 31, 2002
----------------------------------- -----------------------------------
Revenues $ 0
----------------------------------- -----------------------------------
Total expenses $ 179,369
----------------------------------- -----------------------------------

Loss from Operations ($ 179,369)
----------------------------------- -----------------------------------
Other income (expense)
Interest income $ 3,431
----------------------------------- -----------------------------------
Interest expense ($ 32,088
----------------------------------- -----------------------------------
Total other income (expense) ($ 28,657)
----------------------------------- -----------------------------------
Interest income Net Loss ($ 208,026)
----------------------------------- -----------------------------------

RISK FACTORS

AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED IN THIS PROSPECTUS INVOLVES
HIGH DEGREE OF RISK. WE CANNOT ASSURE PROSPECTIVE INVESTORS THAT WE WILL
CONTINUE OPERATIONS, GENERATE REVENUES OR MAKE A PROFIT IN THE FUTURE.

Because we have a limited operating history with no revenues, you will be unable
to determine whether we will ever become profitable.
Because we are a recently formed development stage company with minimal
operations and no revenues, you will be unable to evaluate our performance or
potential profitability.

We have a history of losses and expect losses for the foreseeable future due to
increasing costs which may prevent us from ever becoming profitable.
We have no revenues. Through March 31, 2002, we incurred losses of $208,026.
We believe that our costs will increase over the next twelve months and our
losses will continue to increase in the foreseeable future. As a result, we may
never achieve or sustain profitability.

If we are unable to obtain financing to support our future growth plans, we will
have to curtail our operations and our growth plans.
Our plan of operations involves substantial marketing and personnel costs. If
our revenues and existing cash are insufficient to implement our plan of
operations, we may need traditional bank financing or financing from a debt or
equity offering. If we are unable to obtain financing when needed on favorable
terms, we may be forced to curtail our operations and our growth plans.

Because neither our management nor our exclusive sales agent has marketing or
environmental clean-up experience or background, we may be unable to develop
sales of our products.
Neither our management nor our exclusive sales agent, Pro-Finishes, Inc., has
any marketing or other environmental solutions experience. Accordingly, we may
be unable to generate sufficient interest in our environmental product to
develop sales of our product.

Our management currently devotes limited time to our business and may continue
to do so in the future, which may prevent us from implementing our plan of
operations.
We currently have no full-time employees. Our President/Chairman of the Board,
Leonard Perle, will devote 90% of his time to our business; however, our
Secretary/Director, Larry Legel, will only devote 25% of his time to our
business and the remainder to his accounting practice. Mr. Legel will continue
to spend limited time on our business in the future. The amount of time our
management devotes to our business may be inadequate to implement our plan of
operations.

United States and foreign regulation may increase our costs and lead to delays,
fines or restrictions on doing business.
We plan to file an application with the United States Environmental Protection
Agency to register Phoslock as a new chemical under that agency's Toxic
Substance Control Act. There is no assurance we will obtain this approval;
therefore, if we are unable to register Phoslock with the United States
Environmental Protection Agency or obtain an appropriate exemption, we will be
unable to conduct our business. Our shipment of raw materials to our
manufacturers will subject us to United States Department of Transportation
regulations. The manufacture of the Phoslock product will subject us as well as
our sub-manufacturers to the regulations of the Occupational Safety and
Hazardous Administration. These United States regulations will subject us to
increased regulation costs, and possibly fines or restrictions on conducting our
operations. In addition, our target markets of Canada, Mexico, and countries
located in Central and South America, have different standards and controls
related to the environment, currency fluctuations, exchange controls, customs,
foreign tax increases, import and export, investment and taxation which will
also subject us to increased regulation costs, and possibly fines or
restrictions on conducting our operations.

If we fail to meet our debt obligations on a debenture agreement we may be
required to make immediate repayment of the principal and interest due which
will affect our working capital.
We received $600,000 of financing under the terms of a debenture agreement.
This agreement obligates us to pay 8% interest on the unpaid principal balance.
As of March 31, 2002, $600,000 of principal and accrued interest at 8% annual
interest of $32,088 is due on the debenture note and remains unpaid. Under the
terms of the note, we are required to pay principal and accrued interest due
until May 24, 2004. Should we default upon the debenture note when this
principal and accrued interest is due, we will be required to make full
repayment of the debenture note and interest outstanding to the debenture holder
which may prevent us from having sufficient working capital to conduct our
operations.

Should our agreement with our Australian-based licensor or their agreement with
an Australian government agency be terminated, we will have to find an
alternative business or cease our operations.
Our legal right to manufacture and market Phoslock is based upon our license
agreement with an Australia-based licensor. Their right to sublicense Phoslock
to us is based upon their agreement with an Australian government agency that
owns the Phoslock patent. If either of those agreements is terminated due to a
breach of contract claim or for any reason, we will not have the ability to
conduct our planned business. Accordingly, if we fail to find an alternative
business, our operations would cease to exist.

If we are unable to make royalty payments to our licensor, our sublicense
agreement may be terminated, as well as our business.
Under our sublicense agreement, we are required to make two sets of royalty
payments. First, we are required to make minimum royalty payments of $850,000
to our Australia-based licensor, if any only if we sell specified amounts of the
Phoslock product. Second, we are required to make royalty payments totaling in
excess of $18 million from 2002 to until the end of the 18 year agreement, the
specifics of which are detailed in our Material Agreements Section at page 31.
We are required to make these royalty payments whether or not we sell Phoslock.
To date, because we have sold no product we have not made minimum royalty
payments; however, if we fail to make these minimum royalty payments based on
sales or make any of the other royalty payments, we will be in violation of the
agreement with our licensor, which could lead to termination of the agreement
and our business.

Our agreement with our licensor imposes restrictions on our ability to market
and promote the Phoslock product, which may prevent us from successfully
marketing our products.
Our sublicense agreement requires us to use promotional materials supplied by or
approved by our licensor. Although we may present promotional materials to our
licensor which we believe will successfully market the Phoslock product, our
licensor may disapprove of the materials, which may affect our ability to
effectively market our products.

Because the Australian government agency which owns the patent to our products
has failed to file for patent protection in the countries where we intend to
operate, we may be subject to litigation, increased competition, increased costs
and/or limits on our use of the Phoslock product.
Our success depends on the ability of the Australian government agency owning
the patent to our products to protect our use of proprietary technology and
intellectual property rights regarding the Phoslock product; however, the
Australia-based government agency that owns the patent for Phoslock has not
filed for patent protection with the appropriate governmental patent agencies
located in the United States, Canada, Mexico, and Central and South America.
Accordingly, we may be subject to patent infringement claims which may lead to
litigation costs, possible injunctions against further use of the product, or
monetary judgments against us, our licensor, or the Australian government agency
patent owner, and increased competition. We may also be unable to prevent other
companies from attempting to market similar products in these markets.

Because the licensor of our sole product is located in Australia, it will be
difficult to enforce liabilities or pursue any legal action against the
Australian-based licensor.
Because the licensor of the product we intend to market is Australia-based, it
will be difficult to pursue legal action for breaches of the license agreement.
For instance, we may have difficulties in serving process on our licensor in the
United States or courts in Australia may not enforce judgments of U.S. courts
obtained in an action against our licensor based upon applicable U.S. federal or
state laws.

Our operations are subject to possible conflicts of interest; there are no
assurances that we will resolve these conflicts in a manner favorable to our
minority shareholders.
We have several existing and possible future conflicts of interests. Our
President, Leonard Perle, is employed as a Vice-President of Operations by Jeen
International, which is solely owned by our President's son, Adam Perle.
Currently, we are leasing office space at Jeen International's facility in
Fairfield, New Jersey. We also have an exclusive marketing agreement with
another company that is owned by Adam Perle, Pro-Finishes, Inc., which owns
900,000 shares of our common stock. This agreement provides for commission
payments of 10% upon gross sales of the environmental product we intend to
market. The Pro-Finishes agreement was not negotiated at "arms length." In
addition, although Mr. Leonard Perle is not involved in other business
activities, he may become so involved in the future. These agreements and
possible future business activities may create conflicts of interest that may
not be resolved in a manner favorable to our minority stockholders. We have not
formulated a policy for the resolution of such conflicts.

Our environmental product may be ineffective for use on any land or water in our
target markets, and as such, we may be unable to sell our products in our
target markets.
Although we plan to conduct testing of water bodies located in our target
markets of the United States, Canada, Mexico, or Central or South America, no
testing has yet occurred. Accordingly, we may find that our environmental
product will not be a successful means of removing phosphorus and other
contaminants in the natural and industrial waters and waste water streams in our
target markets.

Because the Phoslock product is new to the environmental clean-up business in
our target markets, we may encounter difficulties marketing our product.
The Phoslock product has never been introduced in the countries where we intend
to market and distribute the Phoslock product, including the United States which
will encompass our first year of operations. These countries have traditionally
used dredging and Aluminum Sulphate to reduce phosphorous levels. Unless we can
distinguish our product from others, we may have difficulty in introducing
Phoslock as an environmental solution in these countries.

Because our common stock is considered a penny stock, any investment in our
common stock is a high-risk investment and is subject to restrictions on
marketability; you may be unable to sell your shares.
A market does not exist and may never develop for our securities. If in the
future our common stock becomes tradable in the secondary market, we will be
subject to the penny stock rules adopted by the Securities and Exchange
Commission that require brokers to provide extensive disclosure to its customers
prior to executing trades in penny stocks. These disclosure requirements may
cause a reduction in the trading activity of our common stock and as a result
you may be subject to the risk of being unable to sell your shares. In addition,
our shareholders will, in all likelihood, find it difficult to sell their
securities. For additional details concerning the disclosure requirements under
the penny stock rules, please see our Penny Stock Considerations Section at
pages 49.

We may not meet the National Association of Security Dealers exchange listing
requirements which will be implemented on January 1, 2003 which may lead to
increased investment risk and inability to sell your shares.
If this Registration Statement is approved by the Securities and Exchange
Commission, we plan to apply to the National Association of Security Dealers to
have our common stock quoted on the Over-the-Counter Bulletin Board; however, as
of January 1, 2003 and continuing through June 1, 2003, the National Association
of Security Dealers, subject to the approval of the Securities and Exchange
Commission, is phasing out the Over-the-Counter Bulletin Board and as of June 1,
2003, it will be eliminated and replaced with an exchange. There are no
assurances that we will meet the new exchange requirements, including
requirements to have 100 round lot shareholders and a float of 200,000 shares.
Should we fail to meet the new exchange requirements, our common stock will not
trade, and you will be unable to sell your shares.

ITEM 4. USE OF PROCEEDS

Not Applicable. We will not receive any proceeds from the sale of the securities
by the Selling Shareholders.

ITEM 5. DETERMINATION OF OFFERING PRICE

A market does not currently exist and may never develop for our securities. Our
management has determined the offering price for the Selling Shareholders'
shares. The offering price has been arbitrarily determined and does not bear any
relationship to our assets, results of operations, or book value, or to any
other generally accepted criteria of valuation.

ITEM 6. DILUTION

Not Applicable. We are not offering any shares in this Registration Statement.
All shares are being registered on behalf of our Selling Shareholders.

ITEM 7. SELLING SECURITY HOLDERS

The Selling Shareholders named below are selling the securities. The table
assumes that all of the securities will be sold in this offering. However, any
or all of the securities listed below may be retained by any of the Selling
Shareholders, and therefore, no accurate forecast can be made as to the number
of securities that will be held by the Selling Shareholders upon termination of
this offering. We believe that the Selling Shareholders listed in the table have
sole voting and investment powers with respect to the securities indicated. None
of the Selling Shareholders are broker-dealers or affiliates of broker-dealers.
We will not receive any proceeds from the sale of the securities by the Selling
Shareholders.

Name Beneficial Amount Amount Percentage Owned
Relationship Owned Prior to be Before/After
with Issuer to Offering Offered Offering

Black, John L. 10,000 1,000 ‹1%/0%
Cane, Rudolph C. 17,500 1,750 ‹1%/0%
Crenshaw, Kirby 5,000 500 ‹1%/0%
Davis, Rich & Connie 10,000 1,000 ‹1%/0%
DFM Management, Ltd Beneficial Owner* 1,500,000 150,000 19.83%/17.85%
Ettenger, Robert Lee 7,500 750 ‹1%/0%
Fasoldt, Chris 5,000 500 ‹1%/0%
Glacier Marketing Int'l, Inc. Director ** 25,000 2,500 ‹1%/0%
Glacier Marketing Int'l, Inc. ESOP Director ** 5,000 500 ‹1%/0%
Grant, Larry T. 10,000 1,000 ‹1%/0%
Hamilton, Lehrer & Dargan Law Firm 5,000 500 ‹1%/0%
Hofer, Richard 10,000 1,000 ‹1%/0%
Hokenson, Peter F. 50,000 5,000 ‹1%/0%
International Equities Grp, Inc. Beneficial Owner* 500,000 50,000 6.60%/5.95%
Jasper Marketing, Inc Director ** 10,000 1,000 ‹1%/0%
Kissner, William J. 68,000 6,800 ‹1%/0%
Legel, Larry Director 5,000 500 ‹1%/0%
Legel, Larry & Brenda Director 5,000 500 ‹1%/0%
Mantey, Jeffrey 11,000 1,100 ‹1%/0%
Nagel, Gregory Beneficial Owner/ 850,000 85,000 11.24%/10.11%
Debenture Holder
Otto, Michael D. 10,000 1,000 ‹1%/0%
Perle, Leonard Officer 900,000 90,000 11.9%/10.7%
Pro-Finishes, Inc. Sales Agent**** 900,000 90,000 11.9/10.7%?
Pumper, Scott 250,000 25,000 3.30%/2,97%
Ross, Warren A. & Frances F. 3,000 300 ‹1%/0%
R.S. Silkscreening, Inc. 10,000 1,000 ‹1%/0%
Sanzari Family Trust 250,000 25,000 3.30%/2.97%
Schaefer, Duane 3,000 300 ‹1%/0%
Scott, Bradley J. 8,000 800 ‹1%/0%
Smith, Donald W. 10,000 1,000 ‹1%/0%
Spackeen, Scott 30,000 3,000 ‹1%/0%
Sprague, Roy W. & Gertrude M. 15,000 1,500 ‹1%/0%
Tricou, Rene 9,000 900 ‹1%/0%
Vaughn, Gary 15,000 1,500 ‹1%/0%
Whalen, William P. 250,000 25,000 3.20%.2.97%
Wright, John B. 5,000 500 ‹1%/0%
TOTAL 3,977,000 487,700

* DFM Management, LTD's and International Equities Group, Inc.'s shares
together reflect the indirect ownership of 26.43% of our shares owned by
beneficial owner, Joseph Safina.

** The shares of Glacier Marketing Int'l Inc., Glacial Marketing International
Inc. ESOP and Jasper Marketing, Inc. reflect the indirect ownership of one of
our Directors, Larry Legal.

*** The control persons of the Selling Shareholders that are corporate entities are:
DFM Management, Ltd - 99% owned by beneficial owner Joseph Safina.

****The shares of Pro-Finishes, Inc. relect the indirect ownership of that
corporation's President and owner, Adam Perle

Glacier Marketing Int'l Inc. - 100% owned by one of our directors, Larry Legel.

Glacier Marketing Int'l Inc. ESOP - 100% owned by one of our directors, Larry Legel.

Hamilton, Lehrer & Dargan, P.A. - 100% owned by Brenda Lee Hamilton.

Integrated Mineral Tech. Ltd. - Mr. Bidois owns 28% of Integrated Minerals
Technology through JN Bidois Holdings Unit Trust Pty Ltd which is 100% owned
by Mr. Bidois and members of his family.

International Equities Group - owned 50% by beneficial owner, Joseph
Safina, and 50% by Mr. Safina's wife, Jennifer Safina.

Jasper Marketing Group, Inc. - 100% owned by one of our directors, Larry Legel.

Apart from Larry Legel and his affiliation with the entities noted in footnote
** above (specifically Glacier Marketing International, Inc. and Jasper
Marketing Group,Inc.), none of the named natural person Selling Shareholders
listed above are affiliated with the corporate entities listed in footnote ***
above.

We intend to seek qualification for sale of the securities in those states where
the securities will be offered. That qualification is necessary to resell the
securities in the public market and only if the securities are qualified for
sale or are exempt from qualification in the states in which the Selling
Shareholders or proposed purchasers reside. There is no assurance that the
states in which we seek qualification will approve of the security resales.

ITEM 8. PLAN OF DISTRIBUTION

Our Selling Shareholders are offering 487,700 of our common stock. We will not
receive proceeds from the sale of shares by the Selling Shareholders. The
Selling Shareholders and any of their pledges, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are then traded or in private transactions at a price of one dollar and
ten cents per share until all our shares of common stock are quoted on the
Over-the-Counter Bulletin Board and thereafter at prevailing prices or privately
negotiated prices. The Selling Shareholders may use any one or more of the
following methods when selling shares:

o Ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o Block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
o Purchases by a broker-dealer as principal and resale by the broker-
dealer for its account;
o An exchange distribution in accordance with the rules of the
applicable exchanges;
o Privately negotiated transactions;
o A combination of any such methods of sale; and
o Any other method permitted pursuant to applicable law.

The securities offered by this prospectus will be sold by the Selling
Shareholders or by those to whom such shares are transferred. We will file a
post-effective amendment to this Registration Statement to identify transferees
to whom the Selling Shareholders transfer their stock. We are not aware of any
underwriting arrangements that have been entered into by the Selling
Shareholders. The distribution of the securities by the Selling Shareholders may
be effected in one or more transactions that may take place in the
Over-the-Counter market, including broker's transactions, privately negotiated
transactions or through sales to one or more dealers acting as principals in the
resale of these securities.

Any of the Selling Shareholders, acting alone or in concert with one another,
may be considered statutory underwriters under the Securities Act of 1933, if
they are directly or indirectly conducting an illegal distribution of the
securities on behalf of our corporation. For instance, an illegal distribution
may occur if any of the Selling Shareholders were to provide us with cash
proceeds from their sales of the securities. If any of the Selling Shareholders
are determined to be underwriters, they may be liable for securities violations
in connection with any material misrepresentations or omissions made in this
prospectus.

In addition, the Selling Shareholders and any brokers and dealers through whom
sales of the securities are made may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, and the commissions or discounts and
other compensation paid to such persons may be regarded as underwriters'
compensation.

The Selling Shareholders may pledge all or a portion of the securities owned as
collateral for margin accounts or in loan transactions, and the securities may
be resold pursuant to the terms of such pledges, accounts or loan transactions.
Upon default by such Selling Shareholders, the pledgee in such loan transaction
would have the same rights of sale as the Selling Shareholders under this
prospectus. The Selling Shareholders may also enter into exchange traded listed
option transactions, which require the delivery of the securities listed under
this prospectus. The Selling Shareholders may also transfer securities owned in
other ways not involving market makers or established trading markets, including
directly by gift, distribution, or other transfer without consideration, and
upon any such transfer the transferee would have the same rights of sale as such
Selling Shareholders under this prospectus.

In addition to the above, each of the Selling Shareholders and any other person
participating in a distribution will be affected by the applicable provisions of
the Securities Exchange Act of 1934, including, without limitation, Regulation
M, which may limit the timing of purchases and sales of any of the securities by
the Selling Shareholders or any such other person. Upon this registration being
declared effective, the Selling Shareholders may offer and sell their shares
from time to time until all of the shares registered are sold; however, this
offering may not extend beyond two years from the initial effective date of this
Registration Statement.

There can be no assurances that the Selling Shareholders will sell any or all of
the securities. In order to comply with state securities laws, if applicable,
the securities will be sold in jurisdictions only through registered or licensed
brokers or dealers. In various states, the securities may not be sold unless
these securities have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is complied with.
Under applicable rules and regulations of the Securities Exchange Act of 1934,
as amended, any person engaged in a distribution of the securities may not
simultaneously engage in market-making activities in these securities for a
period of one or five business days prior to the commencement of such
distribution.

All of the foregoing may affect the marketability of the securities. Pursuant to
the various agreements we have with the Selling Shareholders, we will pay all
the fees and expenses incident to the registration of the securities, other than
the Selling Shareholders' pro rata share of underwriting discounts and
commissions, if any, which is to be paid by the Selling Shareholders.

Should any substantial change occur regarding the status or other matters
concerning the Selling Shareholders, we will file a Rule 424(b) prospectus
disclosing such matters.

ITEM 9. LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal proceedings in which we are
involved.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The Board of Directors elects our executive officers annually. A majority vote
of the directors who are in office is required to fill vacancies. Each director
shall be elected for the term of one year, and until his successor is elected
and qualified, or until his earlier resignation or removal. There are no family
relationships between any of the directors and executive officers. Our directors
and executive officers are as follows:

Name Age Position Term
----- --- -------- ----
Leonard Perle 66 President/Chief Executive 1 year
Officer/Chairman of the Board

Larry Legel 55 Director/Secretary/Treasurer/ 1 year
Chief Financial Officer

Leonard Perle has been our President, Chief Executive Officer and Chairman of
the Board Officer since January 20, 2002. From approximately April 1996 to
present, Mr. Perle has been the Vice President of Operations of Jeen
International Corporation, a chemical manufacturing and distributor located in
Fairfield, New Jersey and incorporated in Florida. Jeen International is solely
owned by Mr. Perle's son, Adam Perle. Since our inception, Mr. Perle has devoted
approximately 75% of his time to his position at Jeen International and only 25%
of his time to our business. Commencing in April 2002, Mr. Perle will devote
approximately 90% of his time to our business, and only 10% to Jeen
International. From 1969 to 1996, Mr. Perle was the president of Protameen
Chemical Company, a chemical manufacturing and distributor located in Totowa,
New Jersey. Mr. Perle received a Bachelors Degree in Chemistry from Brooklyn
College in 1961.

Mr. Larry Legel has been a member of our Board of Directors since our inception.
From our inception to January 19, 2002, Mr. Legel was our President, Chief
Executive Officer, Chief Financial Officer, Secretary, and Treasurer. Mr. Legel
spent approximately 25% of his time as our President/Chief Executive Officer
until January 19, 2002, when he resigned his position as our President/Chief
Executive Officer in order that we could hire a President/Chief Executive
Officer that could devote most of his time to those positions. Mr. Legel
continues in his capacity as our Chief Financial Officer, Secretary, and
Treasurer. Mr. Legel has been licensed as a Certified Public Accountant in the
State of Florida since 1974 and has operated and owned his own Certified Public
Accounting firm since 1974. Mr. Legel now spends approximately 25% of his time
to our business and 75% to his accounting practice. Mr. Legel received a
Bachelors Degree in Business Administration from Wayne State University in 1969.

The directors named above will serve until the next annual meeting of our
shareholders to be held within six months of the close of our fiscal year or
until a successor shall have been elected and accepted the position. Directors
are elected for one-year terms.

SIGNIFICANT EMPLOYEES

Other than the aforementioned, we have no other employees.

FAMILY RELATIONSHIPS

There are no family relationships among our officers, directors, or persons
nominated for such positions.

LEGAL PROCEEDINGS.

No officer, director, or person nominated for such positions, promoter, control
person, or significant employee has been involved in legal proceedings that
would be material to an evaluation of our management.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of the date of this
Registration Statement, of our common stock (a) by each person known by us to be
the beneficial owner of more than 5% of our outstanding common stock, and (b) by
each of our directors or nominees, by all executive officers and our directors
and executive officers as a group. To the best of our knowledge, all persons
named have sole voting and investment power with respect to such shares, except
as otherwise noted. There are not any pending or anticipated arrangements that
may cause a change in control of our company.

Security Ownership of Beneficial Owners:

Title of Class Name & Address Amount Nature
Percent

Common Adam Perle* 900,000 Indirect
11.90% 24 Madison Road
Fairfield, New Jersey
07004

Common Leonard Perle** 900,000 Direct
11.90% 30 E. 63rd Street
New York, New York
10021

Common Joe Safina*** 2,000,000 Indirect
26.43% 1 E. Broward Blvd.
Suite 700
Fort Lauderdale, Florida
33301

Common Gregory Nagel 850,000 Direct
11.24% 5828 Sebastian, #109
San Antonio, Texas
78249

Common Joel Bidois**** 780,000**** Indirect
10.31% 24 Eagle View Place
Eagle Farm, Brisbane
Queen Land 40009
Australia

Common Cameron Tregaskis***** 500,000 Indirect
6.60% 8 Admiralty Drive
Alexander Headlands QLD 4572
Australia

* Adam Perle's indirect ownership is composed of 900,000 shares directly owned
by Pro-Finishes, Inc., of which he is the sole owner. Adam Perle, is the son of
our President, Leonard Perle, who is employed by Jeen International, Inc., a
company solely owned by Adam Perle. In addition, Pro-Finishes, Inc., a company
solely owned by Adam Perle, is our exclusive sales agent. Adam Perle is of
majority age and does not live in the same household as Leonard Perle. Neither
Adam or Leonard Perle derive any beneficial ownership in our common stock from
one another.

**Does not include Leonard Perle's receipt of 7,000,000 options which he may
exercise at certain revenue or earnings levels. None of the options have been
exercised to date. None of the options are reasonably expected to be exercised
in the next sixty days.

***Mr. Safina's indirect ownership interest is composed of: (a) 500,000 shares
directly held by International Equities Group, Inc., a Florida corporation; 50%
owned by Mr. Safina and 50% owned by his wife, Jennifer Safina; and (b)
1,500,000 shares directly held by DFM Management, Ltd., a limited partnership
created under the Texas Revised Limited Partnership Act, 99% of which is owned
by Mr. Safina as a limited partner of DFM Management, Ltd. International
Equities Group, Inc. is located at 1 East Broward Boulevard, Suite 700, Fort
Lauderdale, Florida 33301. DFM Management, Ltd. is located at 1900 West Loop
South, Suite 2050, Houston, Texas 77027. Mr. Safina assisted us in negotiating
our license agreement with Integrated Minerals Technology. There was no verbal
or written agreement involving Mr. Safina's negotiations with Integrated
Minerals Technology on our behalf or to compensate Mr. Safina for this service,
for which he received none.

****Mr. Bidois's indirect ownership interest is composed of: (a) 250,000 shares
directly held by Genesis Research Corporation which is 100% owned by Mr. Bidois;
and (b) 530,000 shares directly held by Integrated Minerals Technology. Mr.
Bidois owns 28% of Integrated Minerals Technology through JN Bidois Holdings
Unit Trust Pty Ltd which is 100% owned by Mr. Bidois and members of his family.

******Mr. Trekasgis's indirect ownership interest is composed of 500,000 shares
of common stock directly held by Consolidated Alliance, Ltd. which is 100% owned
by Mr. Trekasgis.

Security Ownership of Management:

Title of Class Name & Address Amount Nature Percent

Common Leonard Perle 900,000 Direct 11.90*
30 E. 63rd Street
New York, New York
10021

Common Larry Legel** 50,000 Direct/ 0.66%
5100 N. Federal Highway Indirect
Suite 409
Fort Lauderdale, Florida 33308

Common Officers & Directors 950,000 Direct/ 12.66%
as a Group (2) Indirect

*Does not include Leonard Perle's receipt of 7,000,000 options which he may
exercise at certain revenue or earnings levels. None of the options have been
exercised to date. None of the options are reasonably expected to be exercised
in the next sixty days.

**Mr. Legel's direct ownership interest is composed of 5,000 shares of common
stock owned by Mr. Legel individually and 5,000 shares of common stock owned
with his wife as joint tenants. Mr. Legel's indirect ownership interest is
composed of: (a) 25,000 shares of common stock owned by Glacier Marketing
International, Inc., a Florida corporation 100% owned by Mr. Legel; (b) 5,000
shares of common stock owned by Glacier Marketing International, Inc. ESOP; and
(c) 10,000 shares of common stock owned by Jasper Marketing, Inc., a Florida
corporation 100% owned by Mr. Legel. Glacier Marketing International and Jasper
Marketing are located at 5100 N. Federal Highway, Suite 409, Fort Lauderdale,
Florida.

ITEM 12. DESCRIPTION OF SECURITIES

The following description is a summary of the material terms of our securities
and is qualified in its entirety by reference to our Articles of Incorporation
and Bylaws. The Articles of Incorporation and Bylaws have been filed as exhibits
to the Registration Statement of which this prospectus is a part.

COMMON STOCK

GENERAL:

We are authorized to issue 100,000,000 shares of common stock with a par value
of $.001 per share. As of the date of this Registration Statement, there were
7,565,000 common shares issued and outstanding held by 52 shareholders -- of
record. All shares of common stock outstanding are validly issued, fully paid
and non-assessable.

We are not authorized to issue shares of preferred stock.

VOTING RIGHTS:

Each share of common stock entitles the holder to one vote on each matter
submitted to a vote at a meeting of shareholders, either in person or by proxy.
At each election of directors, each shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by the shareholder, for as many persons as there are directors to
be elected at that time for whose election the shareholder has the right to
vote.

DIVIDEND POLICY:

The Board of Directors may authorize, and we may make, dividends on our shares
in cash, property, or our own shares and other distributions to our
shareholders, subject to the restrictions contained in our Articles of
Incorporation, to the requirements of Sections 607.0623 and 607.06401 of the
Florida Business Corporation Act. We have not declared or paid any dividends
since our inception and presently anticipate that all earnings, if any, will be
retained for development of our business. Any future disposition of dividends
will be at the discretion of our Board of Directors and will depend upon, among
other things, our future earnings, operating and financial condition, capital
requirements, and other factors.

MISCELLANEOUS RIGHTS AND PROVISIONS:

Holders of our common stock have no preemptive rights. Upon our liquidation,
dissolution or winding up, the holders of our common stock will be entitled to
share ratably in the net assets legally available for distribution to
shareholders after the payment of all of our debts and other liabilities. All
outstanding shares of our common stock are, and the common stock to be
outstanding upon completion of this offering will be, fully paid and assessable.
There are no provisions in our Articles of Incorporation or our Bylaws that
would prevent or delay change in our control.

SHARES ELIGIBLE FOR FUTURE SALE:

Once this Registration Statement is effective, the 397,700 shares being offered
by our Selling Shareholders will be freely tradable without restrictions under
the Securities Act of 1933, except for any shares held by our "affiliates",
which will be restricted by the resale limitations of Rule 144 under the
Securities Act of 1933.

In general, under Rule 144 as currently in effect, any of our affiliates and any
person or persons whose sales are aggregated who has beneficially owned his or
her restricted shares for at least one year, may be entitled to sell in the open
market within any three-month period a number of shares of common stock that
does not exceed the greater of (i) 1% of the then outstanding shares of our
common stock, or (ii) the average weekly trading volume in the common stock
during the four calendar weeks preceding such sale. Sales under Rule 144 are
also affected by limitations on manner of sale, notice requirements, and
availability of current public information about us. Non-affiliates who have
held their restricted shares for one year may be entitled to sell their shares
under Rule 144 without regard to any of the above limitations, provided they
have not been affiliates for the three months preceding such sale.

Further, Rule 144A as currently in effect, in general, permits unlimited resales
of restricted securities of any issuer provided that the purchaser is an
institution that owns and invests on a discretionary basis at least $100 million
in securities or is a registered broker-dealer that owns and invests $10 million
in securities. Rule 144A allows our existing stockholders to sell their shares
of common stock to such institutions and registered broker-dealers without
regard to any volume or other restrictions. Unlike under Rule 144, restricted
securities sold under Rule 144A to non-affiliates do not lose their status as
restricted securities.

All of the shares being offered by our Selling Shareholders could be available
for sale in a public market, if developed, beginning 90 days after the date of
this prospectus. The availability for sale of substantial amounts of common
stock under Rule 144 could adversely affect prevailing market prices for our
securities.

ITEM 13. INTEREST OF NAMED EXPERTS AND COUNSEL

Our Financial Statements as of December 31, 2001, and the related Statement of
Operations, Stockholders' Equity and Cash Flows for the period from August 9,
2001 at our inception, through December 31, 2001 have been included in this
prospectus are in reliance on the report of Durland and Company, Independent
Certified Public Accountants, P.A., given on the authority of that firm, as
experts in accounting and auditing.

ITEM 14. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES

Our Bylaws provide that: (a) we have the power to indemnify any director,
officer, employee, or agent as provided in Section 607.0850 of the Business
Corporation Act; (b) we may make any other or further indemnification or
advancement of expenses of any of our directors, officers, employees, or agents,
under any bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in the person's official capacity and as to action
in another capacity while holding such office; and (c) a director, officer,
employee, or agent may apply for indemnification or advancement of expenses, or
both, to a court of competent jurisdiction.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons, we
have been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable.

ITEM 15. ORGANIZATION WITHIN LAST FIVE YEARS

On September 30, 2001, we sold 5,000 shares of common stock to our prior
president, Larry Legel, for $.001 per share, for total consideration of $50.

On September 30, 2001, we sold 900,000 shares of our common stock to Leonard
Perle at $.001 per share for total consideration of $900. Mr. Perle became our
President on January 20, 2002.

On September 30, 2001, we sold 900,000, shares of our common stock to
Pro-Finishes, Inc. for $.001 per share for total consideration of $900. The
president of Pro-Finishes, Inc., Adam Perle, is the son of our President,
Leonard Perle. Adam Perle is of majority age, lives in a separate residence from
Leonard Perle, and Leonard Perle derives no beneficial interest from shares
owned by Pro-Finishes.

On September 30, 2001, we sold 500,000 shares of our common stock to
International Equities Group, Inc., a Florida corporation 100% owned by Joseph
Safina, a beneficial owner of our common stock, for $.001 per share for total
consideration of $500.

On September 30, 2001, we sold 1,500,000 shares of our common stock to DFM
Management, Ltd., a limited partnership that is 99% owned by Joseph Safina, a
beneficial owner of our common stock, for $.001 per share for total
consideration of $1,500.

On November 20, 2001, we sold 5,000 shares of our common stock at $.001 per
share for total consideration of $5 to Larry and Brenda Legel as Tenants by the
Entirety.

On November 20, 2001, we sold 25,000 shares of our common stock at $.001 per
share for total consideration of $25 to Glacier Marketing International, Inc., a
Florida corporation 100% owned by our then president, Larry Legel.

On November 20, 2001, we sold 5,000 shares of our common stock at $.001 per
share for total consideration of $5 to Glacier Marketing International, Inc.
ESOP.

On November 20, 2001, we sold 10,000 shares of our common stock at $.001 per
share for total consideration of $10 to Jasper Marketing, Inc., a Florida
corporation 100% owned by our previous president, Larry Legel.

Other than the above transactions, we have not entered into any material
transactions with any director, executive officer, and nominee for director,
beneficial owner of five percent or more of our common stock, or family members
of such persons. Also, we have not had any transactions with any promoter. We
are not a subsidiary of any company.

ITEM 16. DESCRIPTION OF BUSINESS.

BUSINESS DEVELOPMENT.

We were incorporated in Florida on August 9, 2001 to market Phoslock, a patented
third party's product that removes phosphorus and other contaminants in natural
and industrial waters and waste water streams. We have been a development stage
company since our inception. To date, we have devoted all of our efforts on:

o Formulating our business, marketing, and operational plan;
o Raising capital; and
o Negotiating and completing agreements with the licensor of the
Phoslock product and our exclusive sales agent.

We have never been the subject of any bankruptcy or receivership action. We have
had no material reclassification, merger, consolidation, or purchase or sale of
a significant amount of assets outside the ordinary course of business. We began
implementing our business plan in September 2001 that consisted of the above
activities.

We have no plans to seek a merger, acquisition or business reorganization or to
otherwise enter into a business combination with another entity.

PRINCIPAL PRODUCT & SERVICES

Statement of the Environmental Problem
--------------------------------------

Waterways are prone to toxic algae. A low phosphorous content to soil in an
agricultural setting requires the addition of fertilizer which washes away
during rainfall. Nutrients also pour into the water from human and animal sewage
effluent, eroded soil, urban storm runoff, groundwater and various industries.
These unwelcome nutrients cause water bodies to become so rich in nutrients that
the populations of toxic algae can explode. These algae blooms can be toxic to
humans and they remove oxygen from infested water causing poor water quality.

Development of Phoslock
------------------------

The development of Phoslock was the result of a joint initiative involving the
following three entities:

o The Australia Commonwealth Government agency, Commonwealth
Scientific and Industrial Research Organization of Australia,
otherwise known as CSIRO, which is a global provider of
Technologies. CSIRO sought a solution to phosphorous as a
contributor to the poor health of water systems throughout Australia
and other countries.

o The Western Australian Water and Rivers Commission, which is a
division of the Western Australian Government charged with the
responsibility of providing uncontaminated water to Western
Australia's citizens.

o The Swan River Trust, which is an organization charged with the
responsibility of administering the environmental well-being of the
Swan River located in Perth, Western Australia. Algal blooms have
been a regular occurrence over recent years in river systems and
lakes flowing into the Swan River. During 2001, the Swan River
experienced its largest algal bloom in its recorded history. The
Swan River Trust has been a major collaborator in the development of
Phoslock.

The development of Phoslock was the result of research and development
undertaken by the joint initiative members in order to identify and develop
environmental control measures that could be used in the Swan and Canning Rivers
located in Perth, Western Australia and to reduce the concentration of the
nutrients nitrogen and phosphorus derived from river sediments. The release of
these nutrients had been identified by the joint initiative as a key factor in
triggering algal blooms.

We have had no affiliation or relationship with any of the joint initiative
members that were involved in the development of the Phoslock product; however,
Integrated Mineral Technologies which granted us the Phoslock sublicense was
previously involved with one of the joint initiative partners, CSIRO, in that in
November 2000 CSIRO granted Integrated Mineral Technology a 20 year worldwide
non-transferable license to market and manufacture Phoslock in November 2000.
Our involvement with the Phoslock product did not begin until August 2001 when
we entered into a sublicense agreement with Integrated Minerals Technology.

Developmental History
---------------------

Research of Phoslock began in November 1994 by CSIRO by conducting a detailed
review of available remediation materials, followed by laboratory screening
during the period from 1995 to 1996 of a selected number of materials. Among the
screened materials, modified clay demonstrated the greatest potential for use as
a remediation material. CSIRO conducted further laboratory trials to determine
the features and performance of the clay under a variety of water conditions.
These laboratory trials were completed in late 1996 and showed that bentonite
generally performed better than the other types of clays, providing a stable
compound when mixed with rare earth that would safely keep the adsorbed
phosphorus bound under a wide range of environmental conditions.

On March 26, 1997, CSIRO filed a Provisional Australian patent application with
IP Australia in Perth, the Australian government agency responsible for
applications and registration of patents, trademarks and designs. On December
30, 1997, an International Patent Application was filed with the World
Intellectual Property Organization on the modified clay that had been developed
and registered under the trademark Phoslock.

In mid-1998, CSIRO sought expressions of interest in commercializing the
Phoslock technology. In September 1999, CSIRO appointed Pacific Rim Minerals Pty
Ltd (later renamed Integrated Minerals Technology Ltd) as the preferred
commercial partner for all market areas other than the wastewater market in
Australia. Integrated Mineral Technology Ltd was appointed by CSIRO as the
exclusive worldwide Head Licensee for the production, distribution and
manufacturing of Phoslock in all applications (including wastewater treatment).

During 1999 and 2000, Integrated Mineral Technology provided logistical and
technical support in the field trials. These field trials consisted of applying
Phoslock slurry to controlled sections of the Swan and Canning rivers in Perth,
Western Australia. Phoslock was applied to the surface of the water as a slurry
and worked by absorbing the phosphorus in the water column as it sank to the
bottom. After sinking, Phoslock formed a reactive capping on the river bed that
continued to absorb phosphorus released from the sediments.

Description of the Phoslock Product
-----------------------------------

Phoslock is predominately a bentonite-based modified clay, initially developed
to reduce phosphorus recycling within fresh water systems. Bentonite is a
versatile industrial mineral that is used for industrial absorbents, pet
litters, fertilizer formulations, and other miscellaneous uses. Bentonite is
typically derived from volcanic ash and is clay that possesses a unique
chemistry and crystalline structure and has special binding, swelling, sealing,
lubricating and thickening, and absorbing properties. Bentonite is chemically
modified by exchanging the cations normally present in clays, mainly bentonite,
with the rare earth element, lanthanum. It is a positively charged clay that
irreversibly binds the lanthanum phosphate to the surface of the clay substrate
thereby removing phosphorus from water.

Phoslock can be formulated and applied to water systems as a slurry, powder or
granule and works by absorbing phosphate from the water column as it settles to
the bottom. Once it has passed through the water column, Phoslock forms stable
sediment on the bed of the water body which effectively traps the nutrients that
have already been absorbed as well as those released from the sediments.

Potential Application of Phoslock to Natural Water Bodies such as Lakes, Ponds
and Rivers

To date, our licensor, Integrated Mineral Technology, has concentrated its
efforts on the application of Phoslock to natural water bodies. Based on the
research conducted by the joint initiative members, we believe that Phoslock is
an effective environmental solution to removing phosphorous in natural water
bodies. Our belief that Phoslock has the potential to remove Phosphorous from
natural water bodies is based on a technical report published by CSIRO in
November 2000, "Land and Water, 2000 Canning River Trials: Technical Report".
This report summarizes the Canning River case study as a major trial that was
undertaken by CSIRO on the Canning River in Western Australia in early 2000 to
evaluate the performance of Phoslock in reducing filterable reactive phosphorus
and in monitoring the ecosystem on a large scale. The trial involved the
application of forty tones of Phoslock over two 400 metre sections of the river.
After application, Phoslock was allowed to settle and form a thin reactive
capping on the bottom sediments. Urban drains discharging into the river were
also dosed. Unseasonably heavy rainfall 25 days into the trial markedly changed
the character of the trial. This flood event resulted in over 100 bed volumes of
water being flushed through both of the Phoslock treated sections in one week.
As a result of the rainfall, the trial provided an opportunity to evaluate how
Phoslock would perform after a major system perturbation.

The key findings reported by the technical report published by CSIRO are as
follows:

o After the application of Phoslock, average surface water
concentration of filterable reactive phosphorus declined to below
detection limits within 24 hours. Bottom water concentrations also
declined to below detection limits between 3-5 days after
application; and
o Even after a major flood, where Phoslock was reburied and
redistributed on the bottom sediments, Phoslock still continued to
actively remove a large proportion of filterable reactive Phosphorus
that was released from the bottom sediments.

Potential Applications of Phoslock to Industrial, Agriculture and Recreational
Settings:

We believe that Phoslock may have the potential to remove phosphorous and other
oxyanions such as arsenate in industrial, agriculture and recreational settings.
The major problem affiliated with environmental problems under these settings is
the same as in natural water settings, namely still water being affected by
environmental conditions and causing algae. The basis for this belief is that
the same environmental solution processes with Phoslock would be involved as in
natural waterways; however, whether in fact Phoslock offers opportunities for
the removal of phosphorus from industrial process water or effluent is subject
to further research and development and testing that must be conducted on these
settings to determine its effectiveness as a phosphorous removal agent. Phoslock
then may possibly be used in the following settings:

o Man-made waterways, such as artificial wetlands and housing developments;
o Municipal water treatment;
o Industrial effluents;
o Aquaria such as commercial hatcheries and consumer aquaria;
o Farms dams;
o Dairy farms;
o Power plants;
o Constructed wetlands;
o Aquaculture farms;
o Commercial development;
o Piggeries;
o Aquariums;
o Feedlots;
o Mining outflows;
o Golf courses; and
o Industrial effluents.

We will market Phoslock for industrial settings if research and development and
testing establishes that Phoslock has potential to remove Phosphorous in
industrial settings.

OUR ROLE IN ESTABLISHING POTENTIAL MARKETS FOR PHOSLOCK LOCATED IN THE UNITED
STATES, CANADA, MEXICO AND COUNTRIES LOCATED IN CENTRAL AND SOUTH AMERICA.

We intend to market and manufacture Phoslock through third parties. At present,
our current financial condition, including our cash position, does not permit
us to implement an in-house marketing or manufacturing operation. To implement
in-house manufacturing and marketing operations would require total expenditures
of approximately $400,000, as follows:

o $125,000 for mixers, dryers and baggers used in the manufacturing
process; and
o $250,000 for in-house marketing, including an in-house sales manager
at a $100,000 salary and 3 sales persons at a salary of $50,000 each.

If we generate sufficient revenues in excess of our working capital, required
royalty payments and other needs, we may establish an in-house manufacturing
facility; however, at the present time we cannot predict with any accuracy
whether we will be in a financial position to do so.

Our operations will be exclusively managed by our President. Our
Secretary/Director will assist in the financial aspects of our operations. We
intend to market the Phoslock product through our exclusive sales agent,
Pro-Finishes, Inc. Our President will assist our exclusive sales agent in the
marketing of the product by conducting an advertising campaign consisting of
environmentally targeted publications, direct mail, and telephone contact and
providing Pro-Finishes with sales leads based on our own research of industries
that could benefit from the Phoslock product, such as governmental authorities
with algae problems. In addition, our president will: (a) manage our day to day
operations; (b) provide technical support to our sub-manufacturers regarding the
manufacturing process to make Phoslock; (c) provide technical support to our
customers regarding the application of Phoslock; (d) arrange for shipping of raw
materials; and (e) provide water testing to determine the amount of product
needed for specific applications and the effectiveness of Phoslock in particular
settings.

We intend to manufacture the Phoslock product through sub-manufacturers. Our
President has made only informal arrangements with certain sub-manufacturers to
manufacture Phoslock; however, no verbal or written agreements exist presently
and these arrangements have not been formalized in any other format. Our
President will conduct further research and interviews of potential
sub-manufacturers and make selections based on cost and efficiencies of adhering
to standards of quality. Our President will assist our sub-manufacturers by: (a)
arranging for the shipment of the raw material bentonite from various suppliers
to the sub-manufacturers and lanthanum chloride from our New Jersey operations;
(b) providing the exact mixing formula; (c) periodically inspecting the
sub-manufacturing facility; (d) arranging for the testing of the product at the
sub-manufacturing facility; and (e) assisting in the sub-manufacturing mixing,
bagging, and shipping procedures.

MARKETING PLANS

We plan to market Phoslock through our exclusive sales agent, Pro-Finishes, Inc.
During our first year of operations, Pro-Finishes will only attempt to market
the Phoslock product in the United States. Marketing to Canada, Mexico, and
Central and South America will not occur until at least our second year of
operations. During the period from approximately July 2002 to July 2003, the
president of Pro-Finishes, Inc., Adam Perle, will be responsible for marketing
the Phoslock product. Thereafter, Mr. Adam Perle plans to recruit three sales
persons from his affiliated company, Jeen International, Inc., to become
employed by Pro-Finishes and market the Phoslock product. Jeen International,
Inc. is a manufacturer and distributor of approximately 300 cosmetic chemical
products throughout the United States and has conducted business from April 1996
to present. Jeen International employs 8 salespersons to sell such products. Our
salespersons will be compensated on a commission basis, the specific commission
of which has not been determined by Pro-Finishes. Pro-Finishes marketing program
will consist of the following:

1. Conduct research to determine the appropriate contact information regarding
water managers, directors, government officials, technical persons, or other
persons responsible for environmental water problems concerning:

o natural waterways, such as lakes, rivers, estuaries and ponds;
o man-made water bodies such as that contained in golf courses, farms
dams and artificial wetlands;
o municipal and industrial wastewater systems, including sewerage
treatment and industrial wastewater treatment of light, medium and
heavy industry;
o intensive animal production, including treatment of effluent from
intensive animal production units such as piggeries, feedlots,
aquaculture farms and dairy farms; and
o retail products - possible application of the Phoslock product to
development of other retail products such as swimming pool cleaners.

2. Send a brochure to these persons demonstrating the usage of Phoslock and its
advantages, followed up by a telephone call to schedule an appointment with
interested parties.

3. Conduct a sales presentation at the appointments. Offer free testing of water
and perform a comparison test using the Phoslock product.

In addition, we will: (a) attend at least three trade shows a year that
specialize in environmental clean-up products; (b) disseminate press releases
regarding the Phoslock product; and (c) conduct print and/or Internet
advertising.

We will pursue the above marketing plans throughout our twelve month plan of
operations; however, as of the date of this Registration Statement we have not
undertaken any of the above marketing plans. The estimated costs affiliated with
our marketing plans are:

o Pro-Finishes Sales Persons - 10% commission to Pro-Finishes, the
total cost of which is now undeterminable;
o Attendance at Trade Shows - Approximately $15,000 for travel,
lodging, attendance fees and set-up costs; and
o Print and/or Internet Advertising - Approximately $75,000 during
first year of operations.

All of the above-described marketing plans will occur throughout our first year
of operations. We do not anticipate any costs associated with disseminating
press releases regarding the Phoslock product.

DISTRIBUTION OF PRODUCTS AND SERVICES

As detailed above Phoslock can be used in a large range of diverse applications
and industries.

Each application will have an appropriate distribution channel for commercial
sale of the product. Distribution channels may vary from direct retail sale for
an aquaria product to sublicense for certain industrial applications and
collaborative sale with water engineering companies to government
instrumentalities.

MATERIAL AGREEMENTS

Our Agreement with International Minerals Technologies to Sell Phoslock On
August 15, 2001.

International Minerals appointed us as its exclusive sub-licensee to manufacture
and sell Phoslock based on the Phoslock technology in the United States, Canada,
Mexico and countries in Central and South America. We may use the Phoslock
product in all these territories. Our obligations under the license agreement
include actively promoting the sale of Phoslock within the licensed territories.

Term:
The term of the license comprises two parts:
o Initial Period - The period commencing on August 15, 2001 and ending
on June 30, 2002.
o Further Term - The period of 18 years and 4 months commencing on
July 1, 2002.

Termination of Agreement:
The license may be terminated in the event either party is in breach of the
agreement or in the event that the head license granted by CSIRO to
International Minerals is terminated.

Consideration:
The consideration for the grant of the license is $150,000 which we paid to
Integrated Minerals on July 10, 2001.

Best Efforts:
We are required to use our best efforts to sell Phoslock.

Minimum Royalties - Initial Period:
During the Initial Period, from August 15, 2001 to June 30, 2002, we are
required to pay minimum royalties of $850,000 consisting of eight payments of
$106,260 each. These payments are required to be made if and only if we sell
specified amounts of Phoslock, specifically orders of 250 tons of product. To
date we have not sold any Phoslock; accordingly, we are not required to pay the
minimum royalties of $850,000, nor have we done so. However, if we do sell
Phoslock and fail to pay the minimum royalties, we may be considered in default
of our agreement with Integrated Minerals and the agreement may be terminated by
Integrated Minerals.

Royalties - Further Term:
The provisions in the agreement for further term royalties are:
o January 2003 to December 2003 - Minimum Royalty Amount of $250,000
plus 30,000 shares of our common stock, if our common stock is
publicly traded. This Minimum Royalty Amount cash component is
payable in two installments of $125,000 each. Installment 1 is due
and payable when we sell a total of 500 tons of Phoslock for the
year 2003. Installment 2 is payable when we sell a total of 1000
tons of Phoslock for the year 2003;
o January 2004 to December 2004 - Minimum royalty of $843,750;
o January 2005 to December 2011 - Minimum royalty of $1,260,000 for
each year from 2005 to 2011; and
o January 2012 to end of License - Minimum royalty of $1,680,000 for
each year from 2012 until the end of the Agreement.

We are required to make the foregoing royalty payments during the further term
whether or not we sell Phoslock.

Assignment of Transferability of Agreement:
The agreement provides under "Assignment" that the agreement is personal to us,
and that we may not assign our rights under the agreement or subcontract the
obligations imposed under the agreement without the prior written consent of
Integrated Minerals and that such approval may not be unreasonably withheld.
There is no other provision in the agreement which provides for assignment or
transfer of the agreement.

Sublicenses:
We may sub-license to other parties in accordance with the terms of the
agreement. The agreement provides that if we sell a sub-license, a payment of
15% of the up front sales price due to us is payable to Integrated Mineral
at a maximum of $100,000.

Approval of Authorities:
Although Integrated Minerals warrants in the agreement that additional Federal
Environmental Protection Agency approvals are not required for use of Phoslock
in natural waterways and sewage plants in the United States and further warrants
that the sole ingredients of Phoslock are bentonite and lanthanum chloride,
which are both already approved substances of the Environmental Protection,
Integrated Minerals nonetheless has undertaken in the Agreement to complete any
action required by the Environmental Protection Agency to finalize such approval.

Sales Representative Agreement with Pro-Finishes, Inc.
-------------------------------------------------------

On October 1, 2001, we entered into a Sales Representative Agreement with
Pro-Finishes, Inc. in which Pro-Finishes became our exclusive Sales
Representative to market existing or future Phoslock products in the United
States, Canada, and Mexico in return for 10% of the gross sales. Pro-Finishes'
president, Adam Perle, is the son of our president, Leonard Perle. This
agreement provides for commission payments to Pro-Finishes for sales of
Phoslock. The Pro-Finishes agreement was not negotiated at "arms length". This
agreement and Pro-Finishes' stock ownership subjects us to potential conflicts
of interest that may not be resolved in a manner favorable to our minority
stockholders.

Pro-Finishes was incorporated in 1997 in the State of New Jersey and was formed
with the intention of obtaining the rights to and brokering various chemicals
and finishes; however, it has not conducted any business since its inception.

Amended Convertible Debenture and Common Stock Agreement
--------------------------------------------------------

On February 25, 2002, we entered into an Amended Convertible Debenture and
Common Stock Agreement in which we received $600,000 in proceeds. Of the
$600,000 proceeds, $150,000 was disbursed to Integrated Minerals Technology, in
connection with our license agreement with that company for the Phoslock
product. In connection with the Convertible Debenture and Common Stock
Agreement, we issued a Debenture Note payable for $600,000 convertible to 60,000
shares of our common stock at $10 per share at any time up to May 24, 2004,
otherwise payable at 8% interest annually, plus principal payable on May 24,
2004. As of March 31, 2002 accrued interest payable is $32,088 upon the $600,000
Debenture Note payable.

In addition to the foregoing, we issued 850,000 of our common stock to the
Debenture Holder for consideration of $14,387.

Employment Agreement with our President
---------------------------------------

On October 1, 2001 we entered into an employment agreement with our
President/Chief Executive Officer/Director, Leonard M. Perle, which did not
become effective until January 20, 2002. The term of employment provided for in
the agreement is five years. Mr. Perle took over as our President on January 20,
2002. The agreement provides that Mr. Perle serve as our President and a member
of our Board of Directors in return for the following compensation:

o During month one through month twelve of his employment, an annual
base salary of $60,000;
o During months thirteen through nineteen, a $100,000 annual salary;
o During months twenty through twenty-six a $150,000 annual salary;
o During months twenty-seven through thirty-two, a $200,000 annual
salary; and
o During months thirty-three through sixty, a $250,000 annual salary.

In addition to the foregoing, the employment agreement provides for a total of
7,000,000 stock options that Mr. Perle has received and may exercise if we
attain certain revenue or earnings levels, if ever.

Of the 7,000,000 options, Mr. Perle has received 1,500,000 options that he may
exercise at the following revenue levels:

No. Of Options Price Revenue Level
-------------- ----- --------------

500,000 $ .50 Options exercisable at $1,000,000 in Revenue
500,000 2.00 Options exercisable at $2,000,000 in Revenue
500,000 2.50 Options exercisable at $4,000,000 in Revenue

Of the 7,000,0000 options, Mr. Perle has received 5,500,000 options that he may
exercise at certain earnings levels, as follows:

No. Of Options Price Earnings Level
-------------- ----- ---------------
500,000 $1.00 Options exercisable at $250,000 in Earnings
500,000 2.50 Options exercisable at $500,000 in Earnings
500,000 3.00 Options exercisable at $750,000 in Earnings
1,000,000 5.00 Options exercisable at $1,000,000 in Earnings
1,000,000 5.00 Options exercisable at $2,000,000 in Earnings
1,000,000 7.00 Options exercisable at $5,000,000 in Earnings
1,000,000 7.00 Options exercisable at $7,500,000 in Earnings

COMPETITIVE BUSINESS CONDITIONS AND OUR PLACE IN THE MARKET

Damage to United States water bodies has been identified as a serious
environmental problem. A report named "Water Quality Conditions in the United
States: A Profile from the 1998 National Water Quality Inventory Report to
Congress" published by the United States Environmental Protection Agency, Office
of Water, stated the following findings:

"States, tribes, territories and interstate commissions report that, in 1998,
about 40% of U.S. streams, lakes and estuaries that were assessed were not clean
enough to support uses such as fishing and swimming. About 32% of U.S. waters
were assessed for this national inventory of water quality. Leading pollutants
in impaired waters include siltation, bacteria, nutrients and metals. Runoff
from agricultural lands and urban areas are the primary sources of these
pollutants. Although the U.S. has made significant progress in cleaning up
polluted waters over the past 30 years, much remains to be done to restore and
protect the nation's waters."

"Findings"

"Recent water quality data finds that more than 291,000 miles of assessed rivers
and streams do not meet water quality standards. Across all types of water
bodies, states, territories, tribes and other jurisdictions report that poor
water quality affects aquatic life, fish consumption, swimming, and drinking
water. In their 1998 reports, states assessed 840,000 miles of rivers and 17.4
million acres of lakes, including 150,000 more river miles and 600,000 more lake
acres than in their previous reports in 1996."

SUMMARY OF QUALITY OF ASSESSED RIVERS, LAKES, AND ESTUARIES

-------------- ------------- ---------------- ------------ ------------------- -------------
Waterbed Total Amount Good Good but Polluted
------------- Size Assessed* (% of Threatened (% of
Type (% of Total) Assessed) (% of Assessed) Assessed)
-------------- ------------- ---------------- ------------ ------------------- -------------
-------------- ------------- ---------------- ------------ ------------------- -------------
Rivers 3.662.255 842.426 463.441 85.544 291.264
(miles) (23%) (55%) (10%) (35%)
-------------- ------------- ---------------- ------------ ------------------- -------------
-------------- ------------- ---------------- ------------ ------------------- -------------
Lakes 41.593.748 17.390.370 7.927.486 1.565.175 7.897.110
(acres) (42%) (46%) (9%) (35%)
-------------- ------------- ---------------- ------------ ------------------- -------------
-------------- ------------- ---------------- ------------ ------------------- -------------
Estuaries 90.465 28.687 13.439 2.766 12.482
Sq. miles) (32%) (47%) (10%) (44%)
-------------- ------------- ---------------- ------------ ------------------- -------------

Of the assessed ocean shoreline miles, 12% are impaired, primarily because of
bacteria, turbidity and excess nutrients. Primary sources of pollution include
urban runoff, storm sewers and land disposal of wastes. States assessed only 5%
of the Nation's ocean shoreline miles.

States also found that 96% of assessed Great Lakes shoreline miles are impaired,
primarily due to pollutants in fish tissue at levels that exceed standards to
protect human health. States assessed 90% of Great Lakes shoreline miles.

Based on the extensive nature of the environmental problems in United States
water bodies, we believe that competition will be intense and perhaps
increasingly intensified in the future with a rapidly evolving market. There are
no assurances that we can keep pace with such intense competition in this
market.

Environmental Treatments Used by our Competitors

Aluminum sulphate, otherwise known as alum, is one of the most frequently used
substances to remove phosphorous from natural water systems. Our biggest
competitor, Gen-Tek, located in Hampton, New Hampshire is the largest single
supplier of alum in North America with a turnover in excess of US$300 million.
The company sells 550,000 tons of alum annually, with approximately 250,000 tons
of alum being sold into the water treatment market accounting for 50% of that
market. Alum is applied to natural water systems as follows: (a) condition the
water to an appropriate pH level; and (b) distribute the Alum solution onto the
water surface by spraying.

Our competitive position in the marketplace compared to our major competitors in
the alum market regarding such factors as price, quality, ability to get product
to market, potential toxicity to living organisms, and potential product
effectiveness is discussed in the charts below.

We believe that Phoslock has certain advantages over alum, as follows:

ADVANTAGES OF PHOSLOCK OVER ALUM

---------------------------------------- ------------------------------------------ ------------------------
----------------------------------------- ------------------------------------------ ------------------------
Phoslock Alum Basis
----------------------------------------- ------------------------------------------ ------------------------
----------------------------------------- ------------------------------------------ ------------------------
High setting rate in most waters Poor setting rate/more CSIRO Article -
and can be enhanced subject to physical factors Chemical Methods of
Sediment Remediation *
----------------------------------------- ------------------------------------------ ------------------------
----------------------------------------- ------------------------------------------ ------------------------
No sludge formation meaning that Potential Sludge formation - alum CSIRO Article -
Phoslock locks the contaminants into potentially creates sludge Chemical Methods of
Pebble-like substances that when formation because when the material Sediment Remediation *
removed from the bottom of the that is formed from the alum/algae is
water body are not then
re-released in the removed from the bottom of the water
water body, the nature of its formation may
lead to
re-releasing the contaminants back into
the water
----------------------------------------- ------------------------------------------ ------------------------
----------------------------------------- ------------------------------------------ ------------------------
Has wider operational pH which can be Lower operational pH of which CSIRO Article -
adjusted to proper pH under the may require adjustment with greater Chemical Methods of
circumstances and thereby result in danger of: (a) low Sediment Remediation *
lower toxicity pH being created with potential toxicity
to living organisms; or (b) high pH
being created and corresponding risk of
potential toxicity to living organisms
----------------------------------------- ------------------------------------------ ------------------------
----------------------------------------- ------------------------------------------ ------------------------
Possible future desire for greener Possible risk of poor public perception CSIRO Article -
alternatives related to studies indicating that Chemical Methods of
chemical additive to alum causes Sediment Remediation *
Alzheimer's disease an/or renal failure
----------------------------------------- ------------------------------------------ ------------------------
----------------------------------------- ------------------------------------------ ------------------------
Ability to affect proper pH to create Possible inability to affect proper pH CSIRO Article -
proper pH to kill algae, but which will to provide optimum Chemical Methods of
kill other living organisms algae removal; risk of killing other Sediment Remediation *
living organisms
----------------------------------------- ------------------------------------------ ------------------------
----------------------------------------- ------------------------------------------ ------------------------
Multiple modes of applications in Sprayed as solution only
pellets, powder and slurry form
----------------------------------------- ------------------------------------------ ------------------------
*Published by CSIRO in CSIRO Sediment Remediation Review; date of publication - March 1997.

In contrast, the advantages of alum over Phoslock are:

ADVANTAGES OF ALUM OVER PHOSLOCK

--------------------------------- ------------------------------------------------------ --------------------
--------------------------------- ------------------------------------------------------ --------------------
Long standing established Testing of the Phoslock product is extremely CSIRO Article -
testing results limited, specifically limited to laboratory testing Chemical Methods
under controlled circumstances and upon only two of Sediment
waterways located in Western Australia Remediation *

--------------------------------- ------------------------------------------------------ --------------------
--------------------------------- ------------------------------------------------------ --------------------
Brand Name Recognition is We have no or limited brand name recognition. We are CSIRO Article -
excellent. Historical use and a new product and we will have to overcome the Chemical Methods
customer confidence in product. public's resistance to change in using new products of Sediment
Excellent reputation for Remediation *
reliability
--------------------------------- ------------------------------------------------------ --------------------
--------------------------------- ------------------------------------------------------ --------------------

*Published by CSIRO in CSIRO Sediment Remediation Review; date of publication -
March 1997

In addition, dredging has been the most frequently applied technique used to
remediate contaminated sediments in water systems. The advantage of dredging is
that it is particularly suitable for selective removal of contaminated sediments
when no other remediation technique is suitable. In addition, because dredging
has been an established environmental solution process for at least the past 30
years, there is an enormous body of technology and practical experience that has
accumulated from extensive dredging operations and there are a wide range of
dredging operations available. The disadvantage of dredging is that it is
expensive and often unsuitable in many applications due to the sheer volume of
waste soil that is generated, the costs associated with dewatering and disposal
of dredge soil and the possible destruction to the aquatic habitat. In contrast,
we have conducted only limited testing, we do not have the practical experience
compared to dredging operations and we have made no progress into our target
markets.

Gen-Tek and other competitors have substantially longer operating histories,
greater name recognition, larger customer bases, and greater financial and
technical resources than us. Accordingly, these companies are able to conduct
extensive marketing campaigns that we are financially unable to accomplish. In
addition, these companies may create more attractive pricing to potential
customers. Our ability to compete will be limited by our success in
distinguishing our product from others. There can be no assurance that we will
be able to compete in the sale of waterway clean-up products and services, which
could have a materially negative impact upon market awareness and acceptance of
our products and services.

To meet these competitive conditions, we plan to demonstrate that Phoslock has
certain advantages over other products or processes. Phoslock can potentially be
manufactured as pellets, powder, or in a granular formulation. These multiple
modes of applications provide wastewater engineers with significant flexibility
enabling the use of relatively low cost and compact separation technologies.
Additionally, the inherent stability of the clay phosphorus complex simplifies
handling and disposal without the risk of phosphorus being re-released and
leaching into groundwater and/or other natural waterways. We will demonstrate
that the use of Phoslock is inexpensive compared to dredging operations. In
addition, we will demonstrate that dredging is unsuitable to certain
applications where Phoslock would be suitable; specifically, when the
environmental clean-up involves a large volume of waste soil that is generated
with possible destruction of the aquatic habitat. We plan to demonstrate these
advantages through our attendance at trade shows and conferences, writing
technical articles, advertising in trade journals, and direct mail. Among the
journals that we will attempt to advertise in or submit technical articles are
"Environmental Progress" located in New York, New York; Environmental Protection
located in Dallas, Texas; and Environmental Business Journal located in San
Diego, California.

SOURCES AND AVAILABILITY OF RAW MATERIALS:

The Phoslock product is composed of bentonite and lanthanum chloride. We plan to
purchase the raw materials from the following sources:

We plan to purchase bentonite from any one or a combination of the following
United States based suppliers on a per order basis which will then be shipped to
our sub-manufacturers: Bentonite Performance Minerals located in Denver,
Colorado; American Colloid Corporation located in Chicago, Illinois; and Waverly
Mineral Products located in Maigis, Georgia. We do not believe that we will have
any delays in shipment of Bentonite because it is in plentiful supply by these
suppliers on a per order basis and is available to be shipped on a one day
delivery basis.

Lanthanum chloride is a rare earth substance. We plan to purchase lanthanum
chloride from Inner Mongolia Hi Tech and Baotou Hefa, China-based rare earth
suppliers.

Because lanthanum chloride constitutes less than 10% of the Phoslock product and
will be purchased from China-based suppliers requiring longer shipping time, we
will attempt to avoid delivery delays to our sub-manufactures, by purchasing
approximately 40 tons of lanthanum chloride at one time from the China-based
suppliers for delivery to our operations in New Jersey; however, if needed, we
can purchase up to 1000 tons at a time for delivery to our New Jersey
operations. We will then store lanthanum chloride at our operations in New
Jersey for delivery of an appropriate amount of the lanthanum chloride to our
sub-manufacturers. The procedure by which we will affect delivery of the
lanthanum chloride to our sub-manufacturers is:

o Packaging in one ton bulk bags; and
o Delivery by ship for delivery time of approximately 60 days.

We do not have any contracts or arrangements with these suppliers that will
ensure that we will be able to purchase bentonite and lanthanum chloride from
them.

OUR MANUFACTURING PLANS THROUGH OTHER COMPANIES:

We plan to use Heterene Corporation, a chemical manufacturer located in
Patterson, New Jersey, and Diamond Chemical Corporation, a chemical manufacturer
located in East Rutherford, New Jersey, to manufacture the Phoslock product.
Although our President has made informal arrangements with the principals of
these companies to sub-manufacture the Phoslock product on a per order basis, we
have neither a verbal or written agreement with these companies. The only
agreement that these companies and possibly other sub manufacturers be required
to enter into with us will be a confidentiality agreement regarding the
confidential design and formulation of the Phoslock product. To date, there are
no confidential agreements that have been entered into with our prospective
sub-manufacturers.

We plan to furnish Heterene Corporation and Diamond Chemical Corporation with
the raw materials that we plan to purchase from suppliers as described in our
Raw Materials Section described above.

CUSTOMER DEPENDENCY:

We currently have no customers. Although we do not intend to become dependent
upon a single or a few customers, there are no assurances that we will not
become so dependent.

INTELLECTUAL PROPERTY:

We are a sublicensee of the licensor of Phoslock, Integrated Mineral Technology,
which was granted a license by the holder of the original rights to the Phoslock
product, the Commonwealth Scientific and Industrial Research Organization,
otherwise known as CSIRO. CSIRO filed the following applications for
international patent protection with the World Intellectual Property
Organization in December 1997.

The following information pertaining to the World Intellectual Property
Organization was obtained from that organization's website located at
WWW.WIPO.ORG.

The World Intellectual Property Organization, headquartered in Geneva,
Switzerland, is an international organization dedicated to promoting the use and
protection of intellectual property works. This organization is one of the 16
specialized agencies of the United Nations system of organizations, it
administers 23 international treaties dealing with different aspects of
intellectual property protection, and has approximately 179 member states. In
1974, this organization became a specialized agency of the United Nations system
of organizations, with a mandate to administer intellectual property matters
recognized by the member states of the Untied Nations. A fundamental and
enduring part of the organization's activities in promoting the protection of
intellectual protection of intellectual property is the progressive development
and application of international norms and standards. The organization currently
administers 11 treaties that set out internationally agreed upon rights and
common standards for their protection that the states which sign them agree to
apply them within their own territories. The most successful and widely used of
these treaties is the Patent Cooperation Treaty, which implements the concept of
a single international patent application which has legal effect in the
countries which are bound by the treaty and which are designated by the
applicant. Once such an application is filed, an applicant receives valuable
information about the potential patentability of his invention through the
international search report and the optional international preliminary
examination report and has more time than under the traditional patent system in
which of the designated countries to continue the application. Thus, this system
consolidates and streamlines patenting procedures and reduces costs.

Additional information pertaining to the World Intellectual Property
Organization may be obtained from its website as noted above.

The following is a summary of the national phases entered from PCT/AU97/00892
and the status of each application:

Australia
Title: "Remediation Material and Remediation
Process for Sediments"
Patent No: 737327
Application No: 89381/98
Status: Patent in force
Filing Date: December 30, 1997
Priority Date: March 26, 1997
Expiration: December 30, 2017
(subject to annuities)
(IPM Reference: TW6144/AU)

New Zealand
Title: "Remediation Material and Remediation
Process for Sediments"
Patent No: 502802
Application No: 337890
Status: Patent in force
Filing Date: December 30, 1997
Priority Date: March 26, 1997
Expiration: December 30, 2017
(subject to renewals)
(IPM Reference: TW6144/NZ)

Japan
Title: "Remediation Material and Remediation
Process for Sediments"
Application No: 544396/98
Status: Application pending
Request for examination
due on or before
30 December 2004
Filing Date: December 30, 1997
Priority Date: March 26, 1997
(IPM Reference: TW6144/JP)

Canada
Title: "Remediation Material and Remediation
Process for Sediments"
Application No: 2284766
Status: Application pending
Request for examination
due on or before December 30, 2002
Filing Date: December 30, 1997
Priority Date: March 26, 1997
(IPM Reference: TW6144/CA)

Europe
Title: "Remediation Material and Remediation
Process for Sediments"
Application No: 97948664.4
Status: Application in force
Filing Date: December 30, 1997
Priority Date: March 26, 1997
(IPM Reference: TW6144/EP)

The United States patents filed with the World Intellectual Property Organization are:

United States
Title: "Remediation Material and Remediation
Process for Sediments"
Patent No: 6350383
Application No: 09/381383
Status: Application allowed
Issue fee paid January 2, 2002
Awaiting Patent Certificate (Patent Pending)
Filing Date: December 30, 1997
Priority Date: March 26, 1997

This particular patent application refers to a sediment remediation process,
together with a material for use in a sediment remediation process, which
comprises the Phoslock product.

United States
Title: "Remediation Material and Remediation
(IPM Reference: TW6144/US)
Title: "Remediation Material and Remediation
Process for Sediments"
Application No: 10/050332
Status: Continuation from
US09/381383
Awaiting examiner's report
Continuing application with amendments filed January 15, 2002
Priority Date: March 26, 1997
(IPM Reference: not yet advised)

This particular patent application refers to a sediment remediation process,
together with a material for use in a sediment remediation process, which
comprises the Phoslock product.

The application described the material and process, in part, as follows: "A
material and method for removal of environmental oxyanions (and especially
phosphates), the material comprising a substrate such as a clay modified with
complexing elements...and lanthanide elements (or a mixture of such elements).
The resultant modified substrate can bind oxyanions and make them unavailable
for utilization in the environment in the case of phosphates, by algae and the
like. The method includes forming a capping of material at the sediment/water
interface, applying the material in the form of pellets at the sediment/water
interface, or injecting the pellets into the sediments."

We have no involvement or cost affiliated with the patent applications to the
World Intellectual Property Organization. CSIRO retained the services of
Australia-based patent attorneys, Wray & Associates, to assist in the patent
application process; legal fees relating to these services were paid by CSIRO.
Dr. Brant Brian Douglas was the applicant for the United States since under
United States patent practice, patent applications may only be filed in the name
of the inventor. An assignment to the benefit of the CSIRO may be filed when
completing the national phase entry in the United States.

After a patent application is made to the World Intellectual Property
Organization, an application number is assigned which identifies the filing and
the applicant name. The review process typically takes at least 6 to 8 months to
attain a "Patent Pending" status, which protects the applicant against
duplication of the patent by other parties. The approval of a patent may take
from 1 to 5 years.

Our business and competitive position are dependent upon the ability of CSIRO,
Integrated Mineral Technology and our ability to protect the proprietary product
we use in our business. Despite our efforts and those of CSIRO and Integrated
Mineral Technology to protect such proprietary rights, unauthorized parties may
attempt to obtain and use information that we regard as proprietary. We will
rely on patent and trade secret law and nondisclosure and other contractual
arrangements to protect such proprietary information. There can be no assurance
that others will not independently develop substantially equivalent proprietary
information or product or otherwise gain access to our proprietary information,
that such information will not be disclosed or that we can effectively protect
our rights to unpatented trade secrets or other proprietary information.

GOVERNMENTAL APPROVAL REQUIREMENTS:

The two chemicals used to make the Phoslock product, bentonite, which is the
primary ingredient of kiddy litter, and lanthanum chloride, are Environmental
Protection Agency chemicals that have been individually approved by the
Environmental Protection Agency through companies that are unaffiliated with us
or otherwise unrelated to our operations.

CSIRO, through its agreement with our licensor, Integrated Minerals Technology,
plans to hire Exponent, Inc., a United States-based engineering and scientific
consulting firm to prepare an application to the United States Environmental
Protection Agency to register Phoslock as a new chemical under that agency's
Toxic Substance Control Act. The agreement is expected to be completed by
approximately July 2002 and an application is expected to be completed by
approximately August 2002 and immediately filed thereafter. The application will
be made under Integrated Minerals Technology's name, as well as our name. The
application will be supported by toxicity reports regarding the Phoslock product
that were maintained by CSIRO. CISCO maintained the toxicity reports because it
is a worldwide research organization that ensures that its testing falls within
Environmental Protection Agency guidelines. Approval granted under the Toxic
Substance Control Act typically takes no more than 6 months. There is no
assurance that the Environmental Protection Agency will approve Phoslock as a
new chemical under the Toxic Substance Control Act or that we will accomplish
the approval within the expected 6 month period.

We are subject to Department of Transportation guidelines in our shipment of
Phoslock as a possible hazardous substance. According to Department of
Transportation guidelines, any substance that is transported via truck container
may be deemed a hazardous substance if it has any ability to spill out over the
highways. We intend to hire truckers that are capable of transporting such
materials. Should Phoslock be deemed a toxic substance by the Environmental
Protection Agency, the Department of Transportation would require us to use
truckers that have a Toxic Materials License to transport toxic substances,
which we would do under those circumstances.

EFFECT OF EXISTING GOVERNMENTAL REGULATIONS:

Other than the Environmental Protection Agency approval under the Toxic
Substance Control Act and Department of Transportation regulations that we are
subject to, we are not aware of any governmental regulations that will affect
our business.

RESEARCH AND DEVELOPMENT:

During the period from our inception to the date of this Registration Statement,
we have not spent any funds on research and development. The research and
development of the Phoslock product was conducted by the CSIRO, the Western
Australian Water and Rivers Commission.

COSTS ASSOCIATED WITH ENVIRONMENTAL COMPLIANCE:

We will subcontract our manufacturing to third party manufacturers. Therefore,
we do not anticipate any direct cost affiliated with environmental compliance.

EMPLOYEES:

Our only full time employee is our president, Leonard Perle. We have no
collective bargaining agreements in existence. Over the next twelve months, we
plan to add the following additional employees:

o One water treatment specialist; and
o One full time secretary.

ITEM 17. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

PLAN OF OPERATIONS

The discussion in this prospectus contains "forward-looking statements" that
involve risk and uncertainties These statements may be identified by the use of
terminology such as "believes", "expects", "may", "will", or " should", or "
anticipates", or expressing this terminology negatively or similar expressions
or by discussions of strategy. The cautionary statements made in this prospectus
should be read as being applicable to all related forward-looking statements
wherever they appear in this prospectus. Our actual results could differ
materially from those discussed in this prospectus. Important factors that could
cause or contribute to such differences include those discussed under the
caption entitled "risk factors," as well as those discussed elsewhere in this
prospectus.

We will need approximately $335,500 as detailed in our Plan of Operations chart
below to accomplish our goals. The $335,500 and our chart below, however, does
not account for two sets of substantial royalty payment obligations that we will
incur under the terms of the license agreement with Integrated Mineral
Technology, as follows: (a) we are required to make minimum royalty payments of
$850,000 to our Australia-based licensor, if any only if we sell specified
amounts of the Phoslock product; and (b) separate and apart from the minimum
royalty payments, we are required to make royalty payments totaling in excess of
$18 million from 2002 to until the end of the 18 year agreement, the specifics
of which are detailed in our Material Agreements Section at pages 31-32. We are
required to make these royalty payments whether or not we sell Phoslock.

We have $612,467 of cash available for our anticipated expenses detailed in our
Plan of Operations and our royalty payment obligations summarized above which
will be insufficient accomplish our goals. We anticipate that even if our
current cash requirements change we will not have sufficient cash for a period
of 12 months through our existing capital and revenue from product sales;
moreover, there are no assurances there our estimated expenses or revenue
expectations will be correct. In the event that our cash or our revenues are
insufficient to meet our needs, we will seek financing through traditional bank
financing or a debt or equity offering. However, because we are a development
stage company with no operating history and a poor financial condition, we may
be unsuccessful in obtaining such financing or the amount of the financing may
be minimal and therefore inadequate to implement our plan of operations. In
addition, if we only have nominal funds by which to conduct our operations, we
may have to curtail our marketing or be unable to conduct any marketing or
advertising, both of which will negatively impact development of our brand name
and reputation. In the event that we do not receive financing or our financing
is inadequate or if we do not adequately implement an alternative plan of
operations that enables us to conduct operations without having received
adequate financing, we may have to liquidate our business and undertake any or
all of the following actions:

o Sell or dispose of our assets, if any;
o Pay our liabilities in order of priority, if we have available cash
to pay such liabilities;
o If any cash remains after we satisfy amounts due to our creditors,
distribute any remaining cash to our shareholders in an amount equal
to the net market value of our net assets;
o File a Certificate of Dissolution with the State of Florida to
dissolve our corporation and close our business;
o Make the appropriate filings with the Securities and Exchange
Commission so that we will no longer be required to file periodic
and other required reports with the Securities and Exchange
Commission, if, in fact, we are a reporting company at that time; and
o Make the appropriate filings with the National Association of
Security Dealers to affect a delisting of our common stock, if, in
fact, our common stock is trading on the Over-the-Counter Bulletin
Board at that time.

Based upon our current assets, however, we will not have the ability to
distribute any cash to our shareholders.

If we have any liabilities that we are unable to satisfy and we qualify for
protection under the U.S. Bankruptcy Code, we may voluntarily file for
reorganization under Chapter 11 or liquidation under Chapter 7. If our creditors
or we file for Chapter 7 or Chapter 11 bankruptcy, our creditors will take
priority over our shareholders. If we fail to file for bankruptcy under Chapter
7 or Chapter 11 and we have creditors, such creditors may institute proceedings
against us seeking forfeiture of our assets, if any.

We do not know and cannot determine which, if any, of these actions we will be
forced to take.

If any of these foregoing events occur, you could lose your entire investment
in our shares.

We have accomplished the following thus far regarding our plan of operations:

o Formulating our business, marketing, and operational plans;
o Raising capital;
o Negotiating and completing agreements with the licensor of the
Phoslock product and our exclusive sales agent;
o Establishing a website at WWW.PUREZZA.COM to refer potential
customers to for information regarding our business; and
o Duplicating the Phoslock product and sending it to our licensor for
testing.

Our plan of operations is as follows:

During our twelve month plan of operations, we will market the Phoslock product
only in the United States. We will not market Phoslock to Canada, Mexico,
Central and South America until at least our second year of operations.

Our Plan of Operations, is as follows:

--------------------------- ---------------------- ---------------------------------- -----------------------
Event or Milestone Time Frame Method Estimated Cost
For Of
Implementation Achievement
--------------------------- ---------------------- ---------------------------------- -----------------------
--------------------------- ---------------------- ---------------------------------- -----------------------
Our exclusive sales Throughout our (a) Contact technical person There is no cost
agent, Pro-Finishes, Inc. 12 month Plan of associated with potential affiliated with the
will identify prospective Operations customers such as companies and identification
customers municipalities that are affected process; Pro-Finishes
by environmental water is compensated by
problems;(b) send a brochure commission only if a
demonstrating usage of Phoslock; sale is made
(c) schedule appointment with
interested parties
--------------------------- ---------------------- ---------------------------------- -----------------------
--------------------------- ---------------------- ---------------------------------- -----------------------
Pro-Finishes will arrange Throughout our 12 Our exclusive agent, In
accordance with
meetings with prospective month Plan of Pro-Finishes, will offer free the terms of the
customers based on Operations testing of water and perform a Pro-Finishes
identification process comparison test against agreement which
described above and make treatment of the water with provides for a 10%
sales presentations Phoslock. Pro-Finishes will commission on sales.
conduct sales presentations at
customer locations to
demonstrate the advantages of
Phoslock
--------------------------- ---------------------- ---------------------------------- -----------------------
--------------------------- ---------------------- ---------------------------------- -----------------------

Pro-Finishes will hire Sales person hires Pro-Finishes president will In accordance with
three sales persons to will occur in attempt to recruit three sales the terms of the
sell the Phoslock product approximately July persons from his affiliated Pro-Finishes
2002 company, Jeen International, agreement which
Inc. Sales persons will be provides for a 10%
compensated on a commission commission on sales.
basis, the specific commission
of which has not been
determined.
--------------------------- ---------------------- ---------------------------------- -----------------------
--------------------------- ---------------------- ---------------------------------- -----------------------
Attending trade shows Throughout our We plan to attend at least 3 Approximately $15,000
12 month Plan of trade shows a year that for
Operations specialize in water purification Travel, lodging,
products or environmental attendance fees and
clean-up products. Our set-up costs at each
president and/or one of our trade show
technical advisors and a
Pro-Finishes representative
will attend the trade shows to
introduce the Phoslock products
and our sublicense concept.
--------------------------- ---------------------- ---------------------------------- -----------------------
--------------------------- ---------------------- ---------------------------------- -----------------------
Disseminate press Throughout our 12 Our president and/or one of our Because all work will
releases regarding the month Plan of technical advisors will draft be performed
Phoslock product Operations press releases to be in-house, we do not
disseminated to Environmental anticipate any cost
Journals regarding the Phoslock with disseminating
products, their uses, and any press releases
testing results associated with
Phoslock.
--------------------------- ---------------------- ---------------------------------- -----------------------
--------------------------- ---------------------- ---------------------------------- -----------------------
Print and/or Internet Throughout our 12 Our president and/or one of our We anticipate
Advertising month Plan of technical advisors will draft spending
Operations advertisements that highlight approximately $75,000
the advantages of the Phoslock in advertising costs
products. We will consult with during our first year
the publications with which we of operations
will advertise as to graphics
and content of the
advertisements. Advertisements
will appear in environmental
publications and trade and
magazines.
--------------------------- ---------------------- ---------------------------------- -----------------------
--------------------------- ---------------------- ---------------------------------- ----------------

Locate additional Throughout our plan We have made arrangements with 2 Approximately $.10 to
manufacturers of operations sub manufacturers to manufacture $.15 per pound
Phoslock. We will attempt to
make arrangements with other sub
manufacturers to manufacture
Phoslock on a per order basis,
subject to a confidentiality
agreement.
--------------------------- ---------------------- ---------------------------------- -----------------------
--------------------------- ---------------------- ---------------------------------- -----------------------
Review of our operations First visit was The technical advisory board Licensor,
by technical advisory scheduled for will review the following International
board. February 2002,but aspects of our operations:(a) Minerals Technology
rescheduled to Quality of US manufactured will assume the
July 1, 2002 product; (b) Facility travel and other
And every 6 inspection; (c) Sales and costs of their visit
Months thereafter marketing training
--------------------------- ---------------------- ----------------------------------
-------------------------- ---------------------- ---------------------------------- -----------------------
Testing procedures Throughout our 12 A sample of each manufactured Approximately $500.00
month plan of product will be tested for of mailing costs to
operations quality control and to determine Australia.
whether it meets the quality
standard of IMT and CSIRO. For Approximately $5,000
the first six months of our for equipment when we
operations, testing will be establish our own
conducted by licensor, testing.
Integrated Mineral Technology.
By the seventh month of our
operations we will develop our
own means of testing the
product.
--------------------------- ---------------------- ---------------------------------- -----------------------
--------------------------- ---------------------- ---------------------------------- -----------------------
Hire a water treatment Approximately the Our president will advertise for Approximate salary of
specialist sixth month of our an experienced water treatment $100,000
operations specialist
--------------------------- ---------------------- ---------------------------------- -----------------------

In addition to the total expenses of $195,500 described above which do not
include future production costs, our expenses will also include: (a) our
President's annual salary of $60,000; and (b) annual working capital needs of
approximately $80,000. Therefore, our total estimated expenses are $335,000.

ITEM 18. DESCRIPTION OF PROPERTY

From August 1, 2001 to December 31, 2001, we operated from the offices of our
former President, Larry Legel. We were not charged rent for use of these
offices. Since January 1, 2002, we have operated out of 2000 square feet of
space located at 24 Madison Road, Fairfield, New Jersey. We have occupied this
space rent free from Jeen International, which occupies approximately 40,000
square feet at the same address. Commencing April 1, 2002, we will pay Jeen
International $250 per month for our leased space. Our offices are sufficient to
conduct our operations.

We do not own any property nor do we have any plans to own any property in the
future. We do not intend to renovate, improve or develop properties. We are not
subject to competitive conditions for property and currently we have no property
to insure. We have no policy with respect to investments in real estate or
interests in real estate and no policy with respect to investments in real
estate mortgages. Further, we have no policy with respect to investments in
securities of or interests in persons primarily engaged in real estate
activities.

ITEM 19. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On September 30, 2001, we sold 5,000 shares of common stock to our prior
president, Larry Legel for $.001 per share, for total consideration of $5.

On September 30, 2001, we sold 900,000 shares of our common stock to Leonard
Perle at $.001 per share for total consideration of $900. Mr. Perle became our
President on December 21, 2001.

On November 20, 2001, we sold 5,000 shares of our common stock at $.001 per
share for total consideration of $5 to Larry and Brenda Legel as Tenants by the
Entirety.

On November 20, 2001, we sold 5,000 shares of our common stock at $.001 per
share for total consideration of $5 to Glacier Marketing International, Inc.
ESOP.

ITEM 20. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no established public trading market for our securities. Management has
not discussed market making with any market maker or broker dealer. No market
exists for our securities and there is no assurance that a regular trading
market will develop, or if developed will be sustained. A shareholder in all
likelihood, therefore, will not be able to resell their securities should he or
she desire to do so when eligible for public resales. Furthermore, it is
unlikely that a lending institution will accept our securities as pledged
collateral for loans unless a regular trading market develops. We have no plans,
proposals, arrangements or understandings with any person with regard to the
development of a trading market in any of our securities.

We currently have no shares of preferred stock outstanding.

There are 950,000 shares of our common stock held by non-affiliates and
6,615,000 shares of our common stock held by affiliates that Rule 144 of the
Securities Act of 1933 defines as restricted securities. No shares have been
sold pursuant to Rule 144 of the Securities Act of 1933 and no shares are
eligible to be resold pursuant to Rule 144. We have agreed to register all of
the shares held by our existing non-affiliate Selling Shareholders. We plan to
issue common stock subject to an employee benefit plan.

Options
Our President/Chief Executive Officer has received 7,000,000 options, 5,500,000
options of which may be exercised at specified earnings levels, and 1,500,000
options which may be exercised at specified revenue levels. Apart from these
options, we have no shares of our common equity that are subject to outstanding
options to purchase.

Penny Stock Considerations.
Our Shares are "penny stocks" as that term is generally defined in the Securities
Exchange Act of 1934 as equity securities with a price of less than $5.00. Our
shares may be subject to rules that impose sales practice and disclosure
requirements on broker-dealers who engage in certain transactions involving a
penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to
anyone other than an established customer or "accredited investor" must make a
special suitability determination regarding the purchaser and must receive the
purchaser's written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt. Generally, an individual with a net worth in
excess of $1,000,000 or annual income exceeding $200,000 individually or
$300,000 together with his or her spouse is considered an accredited investor.

In addition, under the penny stock regulations the broker-dealer is required to:

o Deliver, prior to any transaction involving a penny stock, a
disclosure schedule prepared by the Securities and Exchange
Commission relating to the penny stock market, unless the broker-
dealer or the transaction is otherwise exempt;
o Disclose commissions payable to the broker-dealer and its registered
representatives and current bid and offer quotations for the
securities;
o Send monthly statements disclosing recent price information
pertaining to the penny stock held in a customer's account, the
account's value and information regarding the limited market in
penny stocks; and
o Make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction, prior to conducting any penny
stock transaction in the customer's account.

Because of these regulations, broker-dealers may encounter difficulties in their
attempt to sell shares of our common stock, which may affect the ability of the
Selling Shareholders or other holders to sell their shares in the secondary
market and have the effect of reducing the level of trading activity in the
secondary market. These additional sales practice and disclosure requirements
could impede the sale of our securities, if our securities become publicly
traded. In addition, the liquidity for our securities may be adversely affected,
with a corresponding decrease in the price of our securities. Our shares may
someday be subject to such penny stock rules and our shareholders will, in all
likelihood, find it difficult to sell their securities.

Holders.
As of the date of this Registration Statement, we had 52 holders of record of
our common stock. We have one class of common stock outstanding.

Dividends.
We have not declared any cash dividends on our common stock since our inception
and do not anticipate paying such dividends in the foreseeable future. We plan
to retain any future earnings for use in our business. Any decisions as to
future payment of dividends will depend on our earnings and financial position
and such other factors, as the Board of Directors deems relevant.

ITEM 21. EXECUTIVE COMPENSATION

We have entered into an employment agreement with our President in which we are
obligated to compensate him in the future. The following Executive Compensation
Chart highlights the terms of compensation for our Executives.

----------------------------- -------------------------------------------
Summary Annual Compensation Long Term Compensation
Compensation Chart
----------------------------- -------------------------------------------
-------------------- -------- --------------- ------------ -------------- -------------- ------------- ----------
Name & Position Year Salary Bonus Other Restricted Options L/Tip
All
($) ($) ($) Stock Awards ($) ($)
Other
-------------------- -------- --------------- ------------ -------------- -------------- ------------- ----------
-------------------- -------- --------------- ------------ -------------- -------------- ------------- ----------
Leonard 2002 60,000 0 0 0 * 0
Perle
President
-------------------- -------- --------------- ------------ -------------- -------------- ------------- ----------
-------------------- -------- --------------- ------------ -------------- -------------- ------------- ----------
2003 100,000 0 0 0 * 0
150,000
-------------------- -------- --------------- ------------ -------------- -------------- ------------- ----------
-------------------- -------- --------------- ------------ -------------- -------------- ------------- ----------

* Our employment agreement with Mr. Perle provides for a total of 7,000,000
options that Mr. Perle has received and may exercise as we achieve certain
revenue or earnings levels, if ever. Of the 7,000,000 options, Mr. Perle has
received 1,500,000 options that he may exercise at certain revenue levels, as
follows:

No. Of Options Price Revenue Level
-------------- ----- --------------

500,000 $ .50 Options exercisable at $1,000,000 in Revenue
500,000 2.00 Options exercisable at $2,000,000 in Revenue
500,000 2.50 Options exercisable at $4,000,000 in Revenue

Of the 7,000,0000 options, Mr. Perle has received 5,500,000 options
that he may exercise at certain earnings levels, as follows:

No. Of Options Price Earnings Level
-------------- ----- ---------------
500,000 $ 1.00 Options exercisable at $250,000 in Earnings
500,000 2.50 Options exercisable at $500,000 in Earnings
500,000 3.00 Options exercisable at $750,000 in Earnings
1,000,000 5.00 Options exercisable at $1,000,000 in Earnings
1,000,000 5.00 Options exercisable at $2,000,000 in Earnings
1,000,000 7.00 Options exercisable at $5,000,000 in Earnings
1,000,000 7.00 Options exercisable at $7,500,000 in Earnings

**During months thirteen through nineteen of Mr. Perle's employment, he will
receive a $100,000 annual salary; during months twenty through twenty six, he
will receive a $150,000 annual salary.

The number of options which Mr. Perle has received and may exercise at
certain levels of Company revenue are as follows:

Number of
Options Price Company Revenue
-------------- ------- ---------------------
500,000 $ .50 $ 1,000,000
500,000 2.00 2,000,000
500,000 2.50 4,000,000
--------------
Subtotal 1,500,000

The number of options which Mr. Perle has received and may exercise at
certain levels of Company earnings is as follows:

Number of
Options Price Company Earnings
-------------- ------- ---------------------
500,000 1.00 250,000
500,000 2.50 500,000
500,000 3.00 750,000
1,000,000 5.00 1,000,000
1,000,000 5.00 2,000,000
1,000,000 7.00 5,000,000
1,000,000 7.00 7,500,000
--------------
Subtotal 5,500,000
--------------

Total 7,000,000
==============

ITEM 22.FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

Independent Auditors' Report.................................................F-2

Balance Sheet................................................................F-3

Statement of Operations......................................................F-4

Statement of Stockholders' Equity............................................F-5

Statement of Cash Flows......................................................F-6

Notes to Financial Statement.................................................F-7

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Purezza Group, Inc.
(A Development Stage Enterprise)
Fairfield, New Jersey

We have audited the accompanying balance sheet of Purezza Group, Inc., a
development stage enterprise, as of December 31, 2001, and the related
statements of operations, stockholders' equity and cash flows for the period
from August 9, 2001 (Inception) through December 31, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Purezza Group, Inc. as of
December 31, 2001 and the results of its operations and its cash flows for the
period from August 9, 2001 (Inception) through December 31, 2001, in conformity
with accounting principles generally accepted in the United States.

Durland & Company, CPAs, P.A.
Palm Beach, Florida
February 12, 2002

F-2

Purreza Group, Inc.
(A Development Stage Enterprise)
Balance Sheet

March 31, 2002 December 31, 2001
---------------- ------------------
(unaudited)
ASSETS
CURRENT ASSETS
Cash $612,467 $686,262
---------------- ------------------

Total current assets 612,467 686,262
---------------- ------------------

PROPERTY AND EQUIPMENT
Equipment 1,824 1,824

Less: Accumulated depreciation (152) 0
---------------- ------------------

Total property and equipment 1,672 1,824
---------------- ------------------

OTHER ASSETS
License 150,000 150,000
---------------- ------------------

Total other assets 150,000 150,000
---------------- ------------------

Total Assets $764,139 $838,086
================ ==================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable $0 $11,250
Accrued expenses payable 1,319 $ 0
---------------- ------------------

Total current liabilities 1,319 11,250

LONG-TERM DEBT
Convertible debenture note payable 600,000 600,000
Accrued interest payable 32,088 20,252
---------------- ------------------

Total long-term debt 632,088 620,252
---------------- ------------------

Total Liabilities 633,407 631,502
---------------- ------------------

STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, authorized 100,000,000 shares;
11,440,000 shares issued and outstanding 11,440 11,440
Additional paid-in capital 327,318 327,318
Deficit accumulated during the development stage (208,026) (132,174)
---------------- ------------------

Total stockholders' equity 130,732 206,584
---------------- ------------------

Total Liabilities and Stockholders' Equity $764,139 $838,086
================ ==================

The accompanying notes are an integral part of the financial statements

F-3

Purezza Group, Inc.
(A Development Stage Enterprise)
Statement of Operations

Revenues $ 0 $ 0 $ 0
----------------------------------------------------------

Expenses
Advertising 15,000 0 15,000
Salaries 34,800 0 34,800
General and administrative expenses 6,582 69,305 75,887
Professional fees 8,770 44,760 53,530
Depreciation expense 152 0 152
----------------------------------------------------------

Total expenses 65,304 114,065 179,369
----------------------------------------------------------

Loss from operations (65,304) (114,065) (179,369)

Other income (expense)
Interest income 1,288 2,143 3,431
Interest expense (11,836) (20,252) (32,088)
----------------------------------------------------------

Total other income (expense) (10,548) (18,109) (28,657)
----------------------------------------------------------

Net loss $(75,852) $(132,174) $(208,026)
==========================================================

Loss per weighted average common share $ (0.01) $ (0.01)

=======================================

Number of weighted average common shares outstanding
11,440,000 8,945,326
=======================================

The accompanying notes are an integral part of the financial statements

F-4

Purezza Group, Inc.
(A Development Stage Enterprise)
Statement of Stockholders' Equity

Deficit
Accumulated
Additional During the Total
Number of Common Paid-In Development Stockholders'
Shares Stock Capital Stage Equity
---------------------------------------------------------------------------

BEGINNING BALANCE, August 9, 2001 0 $0 $0 $0 $0

Shares issued for cash-founders at $0.001/sh. 10,271,000 10,271 0 0 10,271
Shares issued with debt at $0.017/sh. 850,000 850 13,537 0 14,387
Shares issued for services at $0.02/sh. 5,000 5 95 0 100
Shares issued for cash at $1.00/sh. 314,000 314 313,686 0 314,000

Net loss 0 0 0 (132,174) (132,174)
---------------------------------------------------------------------------

BALANCE, December 31, 2001 11,440,000 11,440 327,318 (132,174) 206,584

Three Months Ended March 31, 2002:

Net loss 0 0 0 (75,852) (75,852)
---------------------------------------------------------------------------

ENDING BALANCE, March 31, 2002 (unaudited)
11,440,000 $11,440 $327,318 $(208,026) $130,732
===========================================================================

The accompanying notes are an integral part of the financial statements

F-5

Purezza Group, Inc.
(A Development Stage Enterprise)
Statement of Cash Flows

From From
August 9, 2001 August 9, 2001
Three Months (Inception) (Inception)
Ended through through
March 31, 2002 December 31, 2001 March 31, 2002
---------------------------------------------------------
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(75,852) $(132,174) $(208,026)
Adjustments to reconcile net loss to net cash used for
operating activities:
Stock issued for services 0 100 100
Depreciation expense 152 0 152
Changes in operating assets and liabilities
Increase (decrease) in accounts payable (11,250) 11,250 0
Increase (decrease) in accrued expense payable 1,318 0 1,318
Increase (decrease) in accrued interest payable 11,836 20,252 32,088
---------------------------------------------------------

Net cash used by operating activities (73,796) (100,572) (174,368)
---------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of license 0 (150,000) (150,000)
Purchase of computer 0 (1,824) (1,824)
---------------------------------------------------------

Net cash used investing activities 0 (151,824) (151,824)
---------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 0 338,658 338,658
Proceeds from convertible debenture 0 600,000 600,000
---------------------------------------------------------

Net cash provided by financing activities 0 938,658 938,658
---------------------------------------------------------

Net increase (decrease) in cash (73,796) 686,262 612,466

CASH, beginning of period 686,262 0 0
---------------------------------------------------------

CASH, end of period $612,466 $686,262 $612,466
=========================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non-Cash Financing Activities:
None

The accompanying notes are an integral part of the financial statements

F-6

Purezza Group, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements
(Information with regard to the three months ended March 31, 2002 is unaudited)

(1) The Company Purezza Group, Inc. (the Company) is a Florida chartered
development stage corporation which conducts business from its headquarters in
Fairfield, New Jersey. The Company was incorporated on August 9, 2001 to market
a product called Phoslock. Phoslock is a patented product that efficiently
removes phosphorus and other oxyanions in natural and industrial waters and
waste water streams.

Phoslock was developed five years ago by CSIRO, an Australian Government Agency,
a research tank of 6,500 scientists. The product is currently being used
successfully in Australia by IMT, a private Australian company selected by CSIRO
to promote the commercial applications of the product.

The applications of Phoslock include removal of phosphorus in natural waterways,
sewage treatment plants, farm dams, constructed wetlands, piggeries, feedlots,
golf courses, dairy farms, aquaculture farms, aquariums, mining, industrial
effluent, power plants, commercial development, and recreational and domestic
consumer use.

Phoslock is a modified clay product of slurry powder granules. It works by being
spread onto water surface. It absorbs nutrients from the water column as it
settles to the bottom. Once it has passed through the water column, Phoslock
forms a stable sediment on the bed of the water body, which effectively traps
not only the nutrients that it has absorbed on the way down but those nutrients
already contained in bottom sediments.

The following summarize the more significant accounting and reporting policies
and practices of the Company:

a) Use of estimates Thefinancial statements have been prepared in
conformity with generally accepted accounting principles. In
preparing the financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets
and liabilities as of the date of the statements of financial
condition and revenues and expenses for the year then ended. Actual
results may differ significantly from those estimates.

b) Start-up costs Costs of start-up activities, including organization
costs, are expensed as incurred, in accordance with Statement of
Position (SOP) 98-5.

c) Net loss per share Basic loss per weighted average common share is
computed by dividing the net loss by the weighted average number of
common shares outstanding during the period.

d) Stock compensation for services rendered The Company may issue
shares of common stock in exchange for services rendered. The costs
of the services are valued according to generally accepted
accounting principles and will be charged to operations.

e) Revenue recognition Revenue from product sales will be recognized at
the time the sale is made.

f) Interim financial information The financial statements for the three
months ended March 31, 2002 are unaudited and include all
adjustments which in the opinion of management are necessary for
fair presentation, and such adjustments are of a normal and
recurring nature. The results for the three months are not
indicative of a full year results.

(2) Stockholders' Equity The Company has authorized 100,000,000 shares of $0.001
par value common stock and had 11,440,000 shares of common stock issued and
outstanding at December 31, 2001. The Company issued 10,271,000 shares of common
stock to its founders in exchange for $10,271 in cash. It issued 850,000 shares

F-7

Purezza Group, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements

(2) Stockholders' Equity (Continued) of common stock to the Debenture Holder in
exchange for $14,387 in cash. The Company issued 5,000 shares of common stock in
exchange for services valued at $100. Through a Regulation D Rule 506 Private
Placement, the Company issued 314,000 shares of common stock in exchange for
$314,000 in cash.

The Company has issued 7,000,000 options to purchase shares of its common stock
to its President. (See Note 8a.)

(3) Convertible Debenture On September 30, 2001, the Company entered into a
Convertible Debenture and Common Stock Agreement whereby the company received
$600,000 in proceeds and issued a Debenture Note Payable in the amount of
$600,000 convertible to 60,000 shares of the common stock of the Company, at $10
per share, at any time up to May 24, 2004, otherwise payable @ 8% interest
annually, plus principal payable on May 24, 2004. Accrued interest payable at
March 31, 2002 is $20,252.

(4) Income Taxes The Company adopted Statement of Financial Accounting Standards
No. 109 (SFAS No. 109), "Accounting for Income Taxes", since inception. SFAS No.
109 requires the liability method of accounting for income taxes. Deferred
income taxes result in temporary differences in the recognition of revenue and
expenses for income tax and financial reporting purposes. These differences are
primarily due to the differences in accrual basis reporting for statement
purposes and cash basis reporting for tax purposes.

At March 31, 2002, the Company had Federal and State net operating loss
carry-forwards of $208,000, which expire $132,200 and $75,800 at December 31,
2021 and 2022, respectively. Significant components of deferred income taxes are
as follows:

Net Operating Loss $208,000
-----------
Total Deferred Tax Asset 31,000
Less: Valuation Allowance (31,000)
-----------
Net Deferred Tax Asset $ 0
===========

The amount recorded as deferred tax assets as of March 31, 2002 is $31,000,
which represents the amount of tax benefit of the loss carryforward. The Company
has established a valuation allowance against this deferred tax asset, as the
company has no history of profitable operations.

(5) Fair Value of Financial Instruments The Company's financial instruments
consist entirely of cash in bank and a license and a convertible debenture note.
The carrying amounts of such financial instruments, as reflected in the balance
sheet, approximate the estimated fair value of the accounts as of March 31,
2001. The estimated fair value is not necessarily indicative of the amounts the
Company could realize in a current market exchange or of future earnings or cash
flows.

(6) Property and Equipment Property and equipment are carried at cost.
Depreciation and amortization are provided using accelerated and straight-line
methods over their useful lives, generally three, five or seven years. $152 in
depreciation was recorded at March 31, 2002.

(7) License Agreement On August 15, 2001, the company entered into a License
Agreement with Integrated Mineral Technology Limited (IMT) whereby the company
received the exclusive use of the product "Phoslock" for all applicable purposes
in the USA, Canada, Mexico, Central American and South America. The Agreement
was effective August 15, 2001 and is for a term of nineteen years and two and
one-half months, ending October 31, Purezza Group, Inc. (A Development Stage
Enterprise) Notes to Financial Statements

F-8

Purezza Group, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements

(7) License Agreement (Continued) 2020. The initial license fee paid by the
Company was $150,000. In conjunction with the License Agreement, the Company
sold 530,000 shares of the company's common stock to IMT in exchange for $530 in
cash, and the Agreement is subject to certain other conditions.

When the Company begins commercialization of this license, it will amortize the
initial license fee over the then remaining life of the license.

The Company will pay IMT certain royalties pursuant to the Agreement. The
Company has an exclusive license to sell and or manufacture the product,
Phoslock, in the license territories. The Agreement provides for minium royalty
amounts, contracted product pricing and specific use requirements of the
product, as well as mutual benefits and obligations for sub licensing and
referrals and various other considerations.

(8) Related Parties
(a) Executive employment agreement On October 1, 2001, the Company
entered into an Employment Agreement with employee Leonard M.
Perle, as President and a member of the Board of Directors, for
five years. Pursuant to the Agreement, the base compensation to be
paid to Leonard M. Perle for months one through twelve of the
employment term is at $60,000 annually; for months thirteen through
nineteen, at $100,000 annually; for months twenty through twenty-
six, at $150,000 annually; for months twenty-seven through
thirty-two, at $200,000 annually; for months thirty-three through
sixty, at $250,000 annually.

The number of options which Mr. Perle has received and may exercise at certain
levels of Company revenue are as follows:
Number of
Options Price Company Revenue
-------------- ------- ---------------------
500,000 $ .50 $ 1,000,000
500,000 2.00 2,000,000
500,000 2.50 4,000,000
--------------
Subtotal 1,500,000

The number of options which Mr. Perle has received and may exercise at certain
levels of Company earnings is as follows:
Number of
Options Price Company Earnings
-------------- ------- ---------------------
500,000 1.00 250,000
500,000 2.50 500,000
500,000 3.00 750,000
1,000,000 5.00 1,000,000
1,000,000 5.00 2,000,000
1,000,000 7.00 5,000,000
1,000,000 7.00 7,500,000
--------------
Subtotal 5,500,000
--------------

Total 7,000,000
==============

(9) Subsequent Events
(a) Stockholders'equity In April 2002, 8 shareholders returned
3,500,000 shares of the Company's common stock to the Company.
Such shares were immediately canceled by the Company.

F-9

ITEM 23. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Bylaws contain the following provisions under Section 607.0850 of the
Business Corporation Act: We shall have the power to indemnify any of our
directors, officers, employees, or agents under Section 607.0850 of the Business
Corporation Act;

We may make any other or further indemnification or advancement of expenses of
any of its directors, officers, employees, or agents, under any bylaw, agreement
vote of shareholders or disinterested directors, or otherwise, both as to action
in the person's official capacity and as to action in another capacity while
holding such office. However, such further indemnification or advancement or
expenses shall not be made in those instances specified in Section 607.0850(7)
(a-d) of the Business Corporation Act; Unless otherwise provided by our articles
of incorporation, notwithstanding our failure to provide indemnification, and
despite any contrary determination of the board or of the shareholders in the
specific case, a director, officer, employee, or agent of the corporation who is
or was a party to a proceeding may apply for indemnification or advancement of
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction in accordance with Section
607.0850(9) of the Business Corporation Act.

With regard to the foregoing provisions, or otherwise, we have been advised that
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person of the Corporation in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by a controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by us is against
public policy as expressed in the Securities Act of 1933, as amended, and will
be governed by the final adjudication of such case.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table is an itemization of all expenses, without consideration to
future contingencies, which we have incurred or expect to incur in connection
with the issuance and distribution of the securities being offered by this
prospectus. Items marked with an asterisk (*) represent estimated expenses. We
have agreed to pay all the costs and expenses of this offering. Selling
Shareholders will pay no offering expenses.

ITEM EXPENSE
----- --------
SEC Registration Fee $ 115.77
Legal Fees and Expenses $ 35,000.00
Accounting Fees and Expenses $ 25,000.00
Miscellaneous* $ 0
====================================================
Total* $ 60,115.77

* Estimated Figure

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

On August 31, 2001, we sold 850,000 shares of our common stock to Gregory Nagel
at a price of $0.017 per share or an aggregate price of $14,386. We relied upon
Section 4(2) of the Securities Act of 1933, as amended ("the Act") for the offer
and sale to Mr. Nagel. We believed that Section 4(2) was available because the
sale did not involve a public offering. Mr. Nagel had a pre-existing
relationship with Larry Legel, our Officer and Director. Mr. Nagel represented
to us that he was an accredited investor, was purchasing the shares for
investment purposes and had access to all relevant information pertaining to us.

On September 30, 2001, we sold 5,000 shares to Larry Legel at a price of $.001
per share or an aggregate price of $5. We relied upon Section 4(2) of the Act
for the sale. We believed that Section 4(2) was available because the sale did
not involve a public offering. Mr. Legel is our officer and director.

On September 30, 2001, we sold 520,000 shares at a price of $.001 per share to
Two Metres & Offshore Limited or an aggregate price of $520. We relied upon
Section 4(2) of the Act for the sale. We believed that Section 4(2) was
available because the sale did not involve a public offering. Two Metres &
Offshore Limited is an Australian Corporation controlled by Mr. John Kenafake
who has a preexisting relationship with Larry Legel, our Officer and Director.
Mr. Kenafake represented to us that he is an accredited investor who purchased
shares for investment purposes and who had access to all relevant information
pertaining to us.

On September 30, 2001, we sold 520,000 shares at a price of $.001 per share to
Consolidated Alliance Limited or an aggregate price of $520. Consolidated
Alliance Limited is an Australian Corporation controlled by Mr. Cameron
Tregaskis who has a preexisting relationship with Larry Legel, our Officer and
Director. Mr. Tregaskis represented to us that he is an accredited investor who
purchased shares for investment purposes and who had access to all relevant
information pertaining to us.

On September 30, 2001, we sold 520,000 shares at a price of $.001 per share to
Environmental Research Corporation or an aggregate price of $520. Environmental
Research Corporation is an Australian Corporation controlled by Mr. Norman
Kirwin who has a preexisting relationship with Larry Legel, our Officer and
Director. Mr. Kirwin represented to us that he is an accredited investor who
purchased shares for investment purposes and who had access to all relevant
information pertaining to us.

On September 30, 2001, we sold 400,000 shares at a price of $.001 per share to
Dorkon Investments Pty Ltd or an aggregate price of $400. Dorkon Investments Pty
Ltd is an Australian Corporation controlled by Mr. Donald Poole who has a
preexisting relationship with Larry Legel, our Officer and Director. Mr. Poole
represented to us that he is an accredited investor who purchased shares for
investment purposes and who had access to all relevant information pertaining to
us.

On September 30, 2001, we sold 500,000 shares at a price of $.001 per share to
James Dean or an aggregate price of $500. We relied upon Section 4(2) of the Act
for the sale. We believed that Section 4(2) was available because the sale did
not involve a public offering. Mr. Dean had a pre-existing relationship with
Joel Bidois, our Licensor. Mr. Dean represented to us that he was an accredited
investor, was purchasing the shares for investment purposes and had access to
all relevant information pertaining to us.

On September 30, 2001, we sold 520,000 shares at a price of $.001 per share to
Isabella Galluzzo or an aggregate price of $520. We relied upon Section 4(2) of
the Act for the sale. We believed that Section 4(2) was available because the
sale did not involve a public offering. Ms. Galluzzo had a pre-existing
relationship with Joel Bidois, our Licensor. Ms. Galluzzo represented to us that
she was an accredited investor, was purchasing the shares for investment
purposes and had access to all relevant information pertaining to us.

On September 30, 2001, we sold 520,000 shares at a price of $.001 per share to
Bentonite Research Corporation or an aggregate price of $520. Bentonite Research
Corporation is an Australian Corporation controlled by Mr. John Tragaskis who
has a preexisting relationship with Joel Bidois, our Licensor. Mr. Tragaskis
represented to us that he is an accredited investor who purchased shares for
investment purposes and who had access to all relevant information pertaining to
us.

On September 30, 2001, we sold 500,000 shares at a price of $.001 per share to
Genesis Research Corporation or an aggregate price of $500. Genesis Research
Corporation is an Australian Corporation controlled by Mr. Joel Bidois who has a
preexisting relationship with Larry Legel, our Officer and Director. Mr. Bidois
represented to us that he is an accredited investor who purchased shares for
investment purposes and who had access to all relevant information pertaining to
us.

On September 30, 2001, we sold 500,000 shares at a price of $.001 per share to
Mia Gemma Limited or an aggregate price of $500. Mia Gemma Limited is an
Australian Corporation controlled by Ms. Ana Terio who has a preexisting
relationship with Joel Bidois, our Licensor. Ms. Terio represented to us that
she is an accredited investor who purchased shares for investment purposes and
who had access to all relevant information pertaining to us.

On September 30, 2001, we sold 530,000 shares at a price of $.001 per share to
Integrated Mineral Technology Limited or an aggregate price of $530. Integrated
Mineral Technology Limited is an Australian Corporation controlled by Mr. Joel
Bidois who is our Licensor. Mr. Bidois represented to us that he is an
accredited investor who purchased shares for investment purposes and who had
access to all relevant information pertaining to us.

On September 30, 2001, we sold 500,000 shares at a price of $.001 per share to
International Equities Group, Inc. or an aggregate price of $500. International
Equities Group, Inc. is a Florida Corporation controlled by Mr. Joseph Safina
who has a preexisting relationship with Larry Legel, our Officer and Director.
Mr. Safina represented to us that he is an accredited investor who purchased
shares for investment purposes and who had access to all relevant information
pertaining to us.

On September 30, 2001, we sold 1,500,000 shares at a price of $.001 per share to
DFM Management, Ltd. or an aggregate price of $1,500. DFM Management, Ltd. is a
Texas Corporation controlled by Mr. Joseph Safina who has a preexisting
relationship with Larry Legel, our Officer and Director. Mr. Safina represented
to us that he is an accredited investor who purchased shares for investment
purposes and who had access to all relevant information pertaining to us.

On September 30, 2001, we sold 250,000 shares at a price of $.001 per share to
Scott Pumper or an aggregate price of $250. We relied upon Section 4(2) of the
Act for the sale. We believed that Section 4(2) was available because the sale
did not involve a public offering. Mr. Pumper had a pre-existing relationship
with Larry Legel, our Officer and Director. Mr. Pumper represented to us that he
was an accredited investor, was purchasing the shares for investment purposes
and had access to all relevant information pertaining to us.

On September 30, 2001, we sold 25,000 shares at a price of $.001 per share to
Michael Storms or an aggregate price of $25. We relied upon Section 4(2) of the
Act for the sale. We believed that Section 4(2) was available because the sale
did not involve a public offering. Mr. Storms had a pre-existing relationship
with Larry Legel, our Officer and Director. Mr. Storms represented to us that he
was an accredited investor, was purchasing the shares for investment purposes
and had access to all relevant information pertaining to us.

On September 30, 2001, we sold 250,000 shares at a price of $.001 per share to
Sanzari Family Trust or an aggregate price of $250. Sanzari Family Trust is a
Nevada trust controlled by Mr. Tony Sanzari who has a preexisting relationship
with Larry Legel, our Officer and Director. Mr. Sanzari represented to us that
he is an accredited investor who purchased shares for investment purposes and
who had access to all relevant information pertaining to us.

On September 30, 2001, we sold 900,000 shares at a price of $.001 per share to
Pro-Finishes, Inc. or an aggregate price of $900. Pro-Finishes, Inc. is a New
Jersey Corporation controlled by Mr. Adam Perle who has a preexisting
relationship with Leonard M. Perle, our President. Mr. Adam Perle represented to
us that he is an accredited investor who purchased shares for investment
purposes and who had access to all relevant information pertaining to us.

On September 30, 2001, we sold 900,000 shares at a price of $.001 per share to
Leonard M. Perle or an aggregate price of $900. We relied upon Section 4(2) of
the Act for the sale. We believed that Section 4(2) was available because the
sale did not involve a public offering. Mr. Perle is our President.

On September 30, 2001, we sold 300,000 shares at a price of $.001 per share to
Rick Tuten or an aggregate price of $300. We relied upon Section 4(2) of the Act
for the sale. We believed that Section 4(2) was available because the sale did
not involve a public offering. Mr. Tuten had a pre-existing relationship with
Joel Bidois, our Licensor. Mr. Tuten represented to us that he was an accredited
investor, was purchasing the shares for investment purposes and had access to
all relevant information pertaining to us.

On November 15, 2001, we sold 3,000 shares of our common stock to Warran A. and
Frances F. Ross, at a price of $1.00 or an aggregate price of $3,000. We relied
upon Section 4(2) of the Act for the sale. We believed that Section 4(2) was
available because the sale did not involve a public offering. Mr. and Ms. Ross
had a pre-existing relationship with Larry Legel, our Officer and Director. Mr.
and Ms. Ross represented to us that they were accredited investors, were
purchasing the shares for investment purposes and had access to all relevant
information pertaining to us.

On November 16, 2001, we sold 25,000 shares of our common stock to Lloyd
Claycomb at a price of $.001 per share or an aggregate price of $25. We relied
upon Section 4(2) of the Act for the sale. We believed that Section 4(2) was
available because the sale did not involve a public offering. Mr. Claycomb had a
pre-existing relationship with Leonard M. Perle, our President. Mr. Claycomb
represented to us that he was an accredited investor, was purchasing the shares
for investment purposes and had access to all relevant information pertaining to
us.

On November 19, 2001, we sold 30,000 shares to Glacier Marketing International,
Inc. at $.001 per share or an aggregate price of $30. Glacier Marketing
International, Inc. is a Florida Corporation controlled by Larry Legel, our
Officer and Director.

On November 19, 2001, we sold 10,000 shares to Jasper Marketing, Inc. at a price
of $.001 per share or an aggregate price of $10. Jasper Marketing, Inc. is a
Florida Corporation controlled by Larry Legel, our Officer and Director.

On November 19, 2001, we sold 5,000 shares at a price of $.001 per share to
Larry and Brenda Legel or an aggregate price of $5. We relied upon Section 4(2)
of the Act for the sale. We believed that Section 4(2) was available because the
sale did not involve a public offering. Larry Legel is our Officer and Director.
Brenda Legel is the wife of Larry Legel.

On November 19, 2001, we sold 250,000 shares at a price of $.001 per share to W.
Douglas Moreland or an aggregate price of $250. We relied upon Section 4(2) of
the Act for the sale. We believed that Section 4(2) was available because the
sale did not involve a public offering. Mr. Moreland had a pre-existing
relationship with Larry Legel, our Officer and Director. Mr. Moreland
represented to us that he was an accredited investor, was purchasing the shares
for investment purposes and had access to all relevant information pertaining to
us.

On November 19, 2001, we sold 25,000 shares at a price of $.001 per share to
Michael P. Porricelli or an aggregate price of $25. We relied upon Section 4(2)
of the Act for the sale. We believed that Section 4(2) was available because the
sale did not involve a public offering. Mr. Porricelli had a pre-existing
relationship with Larry Legel, our Officer and Director. Mr. Porricelli
represented that he was an accredited investor, was purchasing the shares for
investment purposes and had access to all relevant information pertaining to us.

On November 19, 2001, we sold 250,000 shares at a price of $.001 per share to
William P. Whalen or an aggregate price of $250. We relied upon Section 4(2) of
the Act for the sale. We believed that Section 4(2) was available because the
sale did not involve a public offering. Mr. Whalen had a pre-existing
relationship with Larry Legel, our Officer and Director. Mr. Whalen represented
to us that he was an accredited investor, was purchasing the shares for
investment purposes and had access to all relevant information pertaining to us.

On November 19, 2001, we sold 8,000 shares at a price of $.001 per share to C.
Beau Greely or an aggregate price of $8. We relied upon Section 4(2) of the Act
for the sale. We believed that Section 4(2) was available because the sale did
not involve a public offering. Mr. Greely had a pre-existing relationship with
Larry Legel, our Officer and Director. Mr. Greely represented to us that he was
an accredited investor, was purchasing the shares for investment purposes and
had access to all relevant information pertaining to us.

On November 19, 2001, we sold 8,000 shares at a price of $.001 per share to
Bradley J. Scott or an aggregate price of $8. We relied upon Section 4(2) of the
Act for the sale. We believed that Section 4(2) was available because the sale
did not involve a public offering. Mr. Scott had a pre-existing relationship
with Larry Legel, our Officer and Director. Mr. Scott represented to us that he
was an accredited investor, was purchasing the shares for investment purposes
and had access to all relevant information pertaining to us.

On November 19, 2001, we issued 5,000 shares to the law firm of Hamilton, Lehrer
& Dargan, P.A., in partial payment for legal services rendered. The shares
issued to the law firm were valued at a price of $0.02 per share, or an
aggregate price of $100.

On November 20, 2001, we sold 68,000 shares at a price of $1.00 per share to
William Kissner or an aggregate price of $68,000. We relied upon Section 4(2) of
the Act for the sale. We believed that Section 4(2) was available because the
sale did not involve a public offering. Mr. Kissner had a pre-existing
relationship with Scott Pumper, our shareholder. Mr. Kissner represented to us
that he was an accredited investor, was purchasing the shares for investment
purposes and had access to all relevant information pertaining to us.

On November 20, 2001, we sold 17,500 shares at a price of $1.00 per share to
Rudolph C. Cane or an aggregate price of $17,500. We relied upon Section 4(2) of
the Act for the sale. We believed that Section 4(2) was available because the
sale did not involve a public offering. Mr. Cane had a pre-existing relationship
with Larry Legel, our Officer and Director. Mr. Cane represented to us that he
was an accredited investor, was purchasing the shares for investment purposes
and had access to all relevant information pertaining to us.

On November 20, 2001, we sold 30,000 shares at a price of $1.00 per share to
Scott Spackeen or an aggregate price of $30,000. We relied upon Section 4(2) of
the Act for the sale. We believed that Section 4(2) was available because the
sale did not involve a public offering. Mr. Spackeen had a pre-existing
relationship with Tony Sanzari, our shareholder. Mr. Spackeen represented to us
that he was an accredited investor, was purchasing the shares for investment
purposes and had access to all relevant information pertaining to us.

On November 20, 2001, we sold 9,000 shares at a price of $1.00 per share to Rene
Tricou or an aggregate price of $9,000. We relied upon Section 4(2) of the Act
for the sale. We believed that Section 4(2) was available because the sale did
not involve a public offering. Mr. Tricou had a pre-existing relationship with
Larry Legel, our Officer and Director. Mr. Tricou represented to us that he was
an accredited investor, was purchasing the shares for investment purposes and
had access to all relevant information pertaining to us.

On November 20, 2001, we sold 15,000 shares at a price of $1.00 per share to
Gary Vaughn or an aggregate price of $15,000. We relied upon Section 4(2) of the
Act for the sale. We believed that Section 4(2) was available because the sale
did not involve a public offering. Mr. Vaughn had a pre-existing relationship
with Scott Pumper, our shareholder. Mr. Vaughn represented to us that he was an
accredited investor, was purchasing the shares for investment purposes and had
access to all relevant information pertaining to us.

On November 20, 2001, we sold 10,000 shares at a price of $1.00 per share to
R.S. Silkscreening, Inc. or an aggregate price of $10,000. R.S. Silscreening,
Inc. is a Massachusetts Corporation controlled by Mr. Ralf Jacobs who has a
preexisting relationship with Larry Legel, our officer and director. Mr. Jacobs
represented to us that he is an accredited investor who purchased shares for
investment purposes and who had access to all relevant information pertaining to
us.

On November 27, 2001, we sold Donald Smith 10,000 shares at a price of $1.00 per
share or an aggregate price of $10,000. We relied upon Section 4(2) of the Act
for the sale. We believed that Section 4(2) was available because the sale did
not involve a public offering. Mr. Smith had a pre-existing relationship with
Larry Legel, our Officer and Director. Mr. Smith represented to us that he was
an accredited investor, was purchasing the shares for investment purposes and
had access to all relevant information pertaining to us.

On November 27, 2001, we sold Kirby Crenshaw 5,000 shares at a price of $1.00
per share or an aggregate price of $5,000. We relied upon Section 4(2) of the
Act for the sale. We believed that Section 4(2) was available because the sale
did not involve a public offering. Mr. Crenshaw had a pre-existing relationship
with Larry Legel, our Officer and Director. Mr. Crenshaw represented to us that
he was an accredited investor, was purchasing the shares for investment purposes
and had access to all relevant information pertaining to us.

On November 27, 2001, we sold John L. Black 10,000 shares at a price of $1.00
per share or an aggregate price of $10,000. We relied upon Section 4(2) of the
Act for the sale. We believed that Section 4(2) was available because the sale
did not involve a public offering. Mr. Black had a pre-existing relationship
with Larry Legel, our Officer and Director. Mr. Black represented to us that he
was an accredited investor, was purchasing the shares for investment purposes
and had access to all relevant information pertaining to us.

On November 27, 2001, we sold Duane Schaefer 3,000 shares at a price of $1.00
per share or an aggregate price of $3,000. We relied upon Section 4(2) of the
Act for the sale. We believed that Section 4(2) was available because the sale
did not involve a public offering. Mr. Schaefer had a pre-existing relationship
with Larry Legel, our Officer and Director. Mr. Schaefer represented to us that
he was an accredited investor, was purchasing the shares for investment purposes
and had access to all relevant information pertaining to us.

On November 27, 2001, we sold Chris Fasoldt 5,000 shares at a price of $1.00 per
share or an aggregate price of $5,000. We relied upon Section 4(2) of the Act
for the sale. We believed that Section 4(2) was available because the sale did
not involve a public offering. Mr. Fasoldt had a pre-existing relationship with
Larry Legel, our Officer and Director. Mr. Fasoldt represented to us that he was
an accredited investor, was purchasing the shares for investment purposes and
had access to all relevant information pertaining to us.

On November 27, 2001, we sold Robert Lee Ettenger 7,500 shares at a price of
$1.00 per share or an aggregate price of $7,500. We relied upon Section 4(2) of
the Act for the sale. We believed that Section 4(2) was available because the
sale did not involve a public offering. Mr. Ettenger had a pre-existing
relationship with Larry Legel, our Officer and Director. Mr. Ettenger
represented to us that he was an accredited investor, was purchasing the shares
for investment purposes and had access to all relevant information pertaining to
us.

On November 27, 2001, we sold Jeffrey Mantey 11,000 shares at a price of $1.00
per share or an aggregate price of $11,000. We relied upon Section 4(2) of the
Act for the sale. We believed that Section 4(2) was available because the sale
did not involve a public offering. Mr. Mantey had a pre-existing relationship
with Larry Legel, our Officer and Director. Mr. Mantey represented to us that he
was an accredited investor, was purchasing the shares for investment purposes
and had access to all relevant information pertaining to us.

On November 27, 2001, we sold Peter F. Hokenson 50,000 shares at a price of
$1.00 per share or an aggregate price of $50,000. We relied upon Section 4(2) of
the Act for the sale. We believed that Section 4(2) was available because the
sale did not involve a public offering. Mr. Hokenson had a pre-existing
relationship with Larry Legel, our Officer and Director. Mr. Hokenson
represented to us that he was an accredited investor, was purchasing the shares
for investment purposes and had access to all relevant information pertaining to
us.

On November 27, 2001, we sold Roy and Gertrude Sprague 15,000 shares at a price
of $1.00 per share or an aggregate price of 15,000. We relied upon Section 4(2)
of the Act for the sale. We believed that Section 4(2) was available because the
sale did not involve a public offering. Mr. and Ms. Sprague had a pre-existing
relationship with Larry Legel, our Officer and Director. Mr. and Ms. Sprague
represented to us that they were accredited investors, were purchasing the
shares for investment purposes and had access to all relevant information
pertaining to us.

On November 27, 2001, we sold John B. Wright 5,000 shares at a price of $1.00
per share or an aggregate price of $5,000. We relied upon Section 4(2) of the
Act for the sale. We believed that Section 4(2) was available because the sale
did not involve a public offering. Mr. Wright had a pre-existing relationship
with Larry Legel, our Officer and Director. Mr. Wright represented to us that he
was an accredited investor, was purchasing the shares for investment purposes
and had access to all relevant information pertaining to us.

On November 27, 2001, we sold 10,000 shares at a price of $1.00 per share to
Larry T. Grant or an aggregate price of $10,000. We relied upon Section 4(2) of
the Act for the sale. We believed that Section 4(2) was available because the
sale did not involve a public offering. Mr. Grant had a pre-existing
relationship with Larry Legel, our Officer and Director. Mr. Grant represented
to us that he was an accredited investor, was purchasing the shares for
investment purposes and had access to all relevant information pertaining to us.

On December 14, 2001, we sold 10,000 shares of our common stock to Rich and
Connie Davis, for a price $1.00 per share and total consideration of $10,000. We
relied upon Section 4(2) of the Act for the sale. We believed that Section 4(2)
was available because the sale did not involve a public offering. Mr. and Ms.
Davis had a pre-existing relationship with Larry Legel, our Officer and
Director. Mr. and Ms. Davis represented to us that they were accredited
investors, were purchasing the shares for investment purposes and had access to
all relevant information pertaining to us.

On December 14, 2001, we sold 10,000 shares of our common stock to Richard Hofer
for a price of $1.00 per share and total consideration of $10,000. We relied
upon Section 4(2) of the Act for the sale. We believed that Section 4(2) was
available because the sale did not involve a public offering. Mr. Hofer had a
pre-existing relationship with Larry Legel, our Officer and Director. Mr. Hofer
represented to us that he was an accredited investor, was purchasing the shares
for investment purposes and had access to all relevant information pertaining to
us.

On December 14, 2001, we sold 10,000 shares of our common stock to Michael D.
Otto for a price of $1.00 per share and total consideration of $10,000. We
relied upon Section 4(2) of the Act for the sale. We believed that Section 4(2)
was available because the sale did not involve a public offering. Mr. Otto had a
pre-existing relationship with Larry Legel, our President. Mr. Otto represented
to us that he was an accredited investor, was purchasing the shares for
investment purposes and had access to all relevant information pertaining to us.

None of the above issuances involved underwriters, underwriting discounts or
commissions. All of the above accredited investors had access to our documents
at our business offices.

On April 17, 2002, Isabella Galluzzo voluntarily surrendered to our treasury
420,000 of the 520,000 shares of our common stock she previously owned. We paid
back Ms. Galluzzo her original investment amount in proportion to her
investment of 420,000 shares of our common stock for returning these shares to
our treasury. Ms. Galluzzo now owns 100,000 shares of our common stock.

On April 17, 2002, James Dean voluntarily surrendered to our treasury, 500,000
of the 500,000 shares of our common stock that he previously owned. We paid back
Mr. Dean his original investment amount for returning these shares to our
treasury. Mr. Dean no longer owns any of our shares of common stock.

On April 17, 2002, Dorkon Investments Pty Ltd voluntarily surrendered to our
treasury, 300,000 shares of our common stock that it previously owned. We paid
back Dorkon Investments its original investment amount in proportion to its
investment of 300,000 shares of our common stock for returning these shares to
our treasury. Dorkon Investments now owns 100,000 shares of our common stock.

On April 17, 2002, Environmental Research Corporation voluntarily surrendered to
our treasury, 420,000 shares of our common stock that it previously owned. We
paid back Environmental Research its original investment amount in proportion to
its investment of 420,000 shares of our common stock for returning these shares
to our treasury. Environmental Research now owns 100,000 shares of our common
stock.

On April 17, 2002, Two Metres & Offshore Limited voluntarily surrendered to our
treasury, 320,000 shares of our common stock that it previously owned. We paid
back Two Metres & Offshore its original investment amount in proportion to its
investment of 320,000 shares of our common stock for returning these shares to
our treasury. Two Metres & Offshore now owns 200,000 shares of our common stock.

On April 17, 2002, Mia Gemma Limited voluntarily surrendered to our treasury,
500,000 shares of our common stock that it previously owned. We paid back Mia
Gemma Limited its original investment amount for returning these shares to our
treasury. Mia Gemma no longer owns any of our shares of common stock.

On April 17, 2002, Consolidated Alliance Limited voluntarily surrendered to our
treasury, 520,000 shares of our common stock that it previously owned. We paid
back Consolidated Alliance its original investment amount for returning these
shares to our treasury. Consolidated Alliance no longer owns any of our shares.

On April 17, 2002, Bentonite Research Corporation Pty Ltd surrendered to our
treasury, 520,000 shares of our common stock that it previously owned. We paid
back Bentonite Research Corporation its original investment amount for returning
these shares to our treasury. Bentonite Research Corporation no longer owns any
of our shares.

ITEM 27. EXHIBITS
----------------- --------------------------------------------------------------
EXHIBIT NUMBER EXHIBIT DESCRIPTION
----------------- --------------------------------------------------------------
3.1 Articles of Incorporation*
----------------- --------------------------------------------------------------
3.2 Bylaws*
----------------- --------------------------------------------------------------
5 Legal Opinion of Hamilton, Lehrer & Dargan, P.A.
----------------- --------------------------------------------------------------
10.1 Sales Representative Agreement with Pro-Finishes, Inc.*
----------------- --------------------------------------------------------------
10.2 Phoslock License Agreement*
----------------- --------------------------------------------------------------
10.3 Letter from Integrated Mineral Technology*
----------------- --------------------------------------------------------------
10.4 Employment Agreement with Leonard Perle*
----------------- --------------------------------------------------------------
10.5 Debenture Agreement*
----------------- --------------------------------------------------------------
23.1 Consent of Durland and Company, Certified Public Accountants**
----------------- --------------------------------------------------------------
23.2 Consent of Hamilton, Lehrer & Dargan, P.A. regarding Legal;
Opinion of Hamilton, Lehrer & Dargan, P.A. as contained in
Exhibit 5
----------------- --------------------------------------------------------------
99 Research Article, "Chemical Methods of Sediment Remediation"
in CSIRO Remediation Review**
----------------- --------------------------------------------------------------

* Denotes previously filed in the Form SB-2 filed with the Securities and
Exchange Commission on April 1, 2002.

**Denotes previously filed in the Form SB-2 filed with the Securities and
Exchange Commission on July 11, 2002

ITEM 28. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:

a. Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;

b. Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
Registration Statement. Nothwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(f) if, in the aggregate, the changes
in the volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
c. Include any additional or changed material information on the plan of
distribution.

2. That, for determining liability under the Securities Act of 1933, to treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

3. To file a post-effective amendment to remove from registration any of the
securities that remains unsold at the end of the offering.

4. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and ontrolling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.

5. In the event that a claim for indemnification against such liabilities,
other than the payment by the Registrant of expenses incurred and paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding, is asserted by such director, officer
or controlling person in connection with the securities being registered hereby,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this Registration
Statement to be signed on its behalf by the undersigned, in the City of
Fairfield, State of New Jersey on July 17 , 2002.

(REGISTRANT) PUREZZA GROUP, INC.

By /s/ Leonard Perle
-----------------------
Leonard Perle, President
(Signatures and Title)

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.

/s/ Leonard Perle /s/ Larry Legel
----------------------------- ------------------------------
Leonard Perle Larry Legel,
Chairman of the Board Director
President Secretary
Chief Executive Officer Treasurer
Principal
Accounting
Officer