UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the three months ending March 31, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to _________________
Commission file number: 333-85306
PUREZZA GROUP, INC.
(Exact name of small business issuer as specified in its charter)
Florida 65-1129912
(State or other jurisdiction of (IRS Employer Identification)
incorporation
936A Beachland Blvd, Suite 13
Vero Beach, FL 32963
(Address of principal executive offices)
(772) 231-7544
(Issuer's telephone number)
(772) 231-5947
(Issuer's fax number)
Previous Addresses:
800 West Cypress Creek Road, Suite 470
Ft. Lauderdale, FL 33309
24 Madison Road
Fairfield, NJ 07004
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes [ ] No [ ]
[ ] Not applicable
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of May 17, 2004,
we had 52,500,000 shares of common stock outstanding.
Transactional Small Business Disclosure Format (Check one): Yes [ ] No [X]
PART I-- FINANCIAL INFORMATION
Item 1. Financial Statements.
FORWARD LOOKING STATEMENT
Statements made in this Form 10-QSB (the "Quarterly Report") that are not
historical or current facts are "forward-looking statements" made pursuant
to the safe harbor provisions of Section 27A of the Securities Act of 1933,
as amended (the "Act"), and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). These statements often can be
identified by the use of terms such as "may", "will", "expect", "believe",
"anticipate", "estimate", "approximate", or "continue", or the negative
thereof. Transax International Limited (the "Company") intends that such
forward-looking statements be subject to the safe harbors for such
statements. The Company wishes to caution readers not to place undue
reliance on any such forward-looking statements, which speak only as of the
date made. Any forward-looking statements represent management's best
judgment as to what may occur in the future. However, forward-looking
statements are subject to risks, uncertainties and important factors beyond
the control of the Company that could cause actual results and events to
differ materially from historical results of operations and events and
those presently anticipated or projected. These factors include adverse
economic conditions, entry of new and stronger competitors, inadequate
capital and unexpected costs. The Company disclaims any obligation
subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
PUREZZA GROUP, INC.
(A Development Stage Enterprise)
CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDING MARCH 31, 2004
(UNAUDITED)
PUREZZA GROUP, INC.
(A Development Stage Enterprise)
CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDING MARCH 31, 2004
(UNAUDITED)
TABLE OF CONTENTS
Condensed Financial Statements:
Condensed Balance Sheet as of March 31, 2004 (unaudited).........1
Condensed Statements of Operations for the three months ending
March 31, 2004 and for the period from August 9, 2001
(inception) through March 31, 2004 (unaudited)..................2
Condensed Statements of Cash Flows for the three months ending
March 31, 2004 and 2003 and for the period from August 9,
2001 (inception) through March 31, 2004 (unaudited).............3
Condensed Statement of Stockholders' Equity as of and for
period from August 9, 2001 (inception)
through March 31, 2004 (unaudited)............................. 4
Notes to Condensed Financial Statement (unaudited)................5-10
PUREZZA GROUP, INC.
(A Development Stage Enterprise)
CONDENSED BALANCE SHEET
MARCH 31, 2004
(UNAUDITED)
ASSETS
Current assets:
Cash $ 26,647
Money Market Account 200,055
Total Current assets $ 226,702
Computers and Equipment
Computers 4,074
Accumulated Depreciation (3,220)
Total Computers and Equipment 854
Total Assets $ 227,556
LIABILITIES AND STOCKHOLDERS' DEFICIT
Long-term debt:
Convertible Debenture Note Payable 600,000
Total Liabilities $ 600,000
Stockholders' Equity (deficit):
Common stock(100,000,000 shares authorized, 7,815
7,815,000 issued and outstanding)
Paid In Capital 326,707
Deficit Accumulated Development Stage (706,966)
Total Stockholders' Equity (Deficit) (372,444)
Total Liabilities and Stockholders' Equity $ 227,556
See accompanying notes to condensed financial statements.
-1-
PUREZZA GROUP, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDING MARCH 31, 2004
AND FOR THE PERIOD FROM AUGUST 9, 2001 (INCEPTION) THROUGH
MARCH 31, 2004
(UNAUDITED)
August 9, 2001
Three Months Ending (Inception)
March 31, Through
2004 2003 March 31, 2004
------- ------ -------------
Revenue $ - $ - $ -
Operating expenses:
General and administrative
expenses 18,402 37,489 362,172
Professional fees 9,351 22,885 202,957
------ ------ -------
Total operating expenses 27,753 60,374 565,129
------ ------ -------
(Loss) from operations (27,753) (60,374) (565,129)
------ ------ -------
Other income (expense):
Impairment of license - - (150,000)
Interest income 215 500 8,163
Interest expense (waiver) - (11,967) -
Adjustment 1 - -
------ ------- -------
Total other income (expense) 216 (11,467) (141,837)
------ ------- -------
Net (loss) income $ (27,537) $(71,841) $(706,966)
====== ======= ========
Net(loss)income per share $ (0.01) $ (0.01) $ (0.09)
====== ======= ========
Weighted average number of
shares 7,815,000 7,815,000 7,815,000
======== ========= ==========
See accompanying notes to condensed financial statements.
-2-
PUREZZA GROUP, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDING MARCH 31, 2004 AND 2003
AND FOR THE PERIOD FROM AUGUST 9, 2001 (INCEPTION) THROUGH
MARCH 31, 2004
(UNAUDITED)
For the period
From August 9, 2001
Three Months Ending (Inception)
March 31, Through
Cash flows from operating activities:
Net (loss) $(27,537) $(71,841) $(706,966)
Adjustments to reconcile net loss to
net cash used in operating activities:
Stock issued for services - - 100
Depreciation expense 214 884 1,909
Impairment of license - - 150,000
Increase (decrease) in:
Accounts payable - - -
Accrued expenses - 6,300 -
Accrued interest (waiver) - 11,967 -
Adjustments 427 - 700
------- ------- -------
Net cash used in operating
activities: (26,896) (52,690) (554,257)
------- ------- -------
Cash flows from investing activities:
Purchase of license 0 0 (150,000)
Purchase of computer 0 0 (4,074)
------- ------- ---------
Net cash used in investing activities 0 0 (154,074)
------- ------- ---------
Cash flows from financing activities:
Proceeds from issuance of common stock 0 0 338,658
Repurchase of common stock 0 0 (3,625)
Proceeds from convertible debenture 0 0 600,000
------- ------- ---------
Net cash provided by financing
activities 0 0 935,033
------- ------- --------
Net increase (decrease) in cash (26,896) (52,690) 226,702
Cash, beginning of period 253,598 476,717 -
------- -------- -------
Cash, end of period $ 226,702 $ 424,027 $ 226,702
======= ======== =======
See accompanying notes to condensed financial statements.
-3-
PUREZZA GROUP, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
AS OF AND FOR THE PERIOD FROM AUGUST 9, 2001
(INCEPTION) THROUGH MARCH 31, 2004
(UNAUDITED)
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 12,926 0 13,776
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 11,440 326,707 (132,174) 205,973
Shares repurchased
for cash (3,625,000)(3,625) 0 0 (3,625)
Net Loss 0 0 0 (393,760) (393,760)
------ ---- ------ ------ -------
BALANCE,
December 31, 2002 7,815,000 7,815 326,707 (525,934) (191,412)
Net Loss 0 0 0 (153,494) (153,494)
------ ---- ------ ------ -------
BALANCE,
December 31, 20037,815,000 7,815 326,707 (679,429) (344,907)
Net Loss 0 0 0 ( 27,537) ( 27,537)
------ ----- ------ ------ ------
ENDING BALANCE,
March 31, 2004 7,815,000 7,815 326,707 (706,966) (322,444)
======= ===== ===== ====== ======
See accompanying notes to condensed financial statements
-4-
PUREZZA GROUP, INC.
(A Development Stage Enterprise)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDING
MARCH 31, 2004
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements of Purezza Group,
Inc. (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of the results for the interim
periods presented have been included.
These results have been determined on the basis of generally accepted
accounting principles and practices applied consistently with those used in
the preparation of the Company's Annual Financial Statements for the years
ending December 31, 2003 and 2002. Operating results for the three months
ending March 31, 2004 are not necessarily indicative of the results that
may be expected for the year ended December 31, 2004.
It is recommended that the accompanying condensed financial statements be
read in conjunction with the financial statements and notes for the years
ending December 31, 2003, and 2002 previously filed.
NOTE 2 - NATURE OF BUSINESS
Purezza Group, Inc. (the Company) is a Florida chartered development stage
corporation, which as of March 31, 2004 conducted business in Ft. Lauderdale,
Florida but as of April 23, 2004 moved its offices to Vero Beach, Florida.
See Note 9, Subsequent Events. 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 wastewater streams.
NOTE 3 - SUMMARY OF ACCOUNTING POLICIES
Use of estimates
The financial 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.
-5-
PUREZZA GROUP, INC.
(A Development Stage Enterprise)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDING
MARCH 31, 2003
(UNAUDITED)
NOTE 3 - SUMMARY OF ACCOUNTING POLICIES, CONTINUED
Start-up costs
Costs of start-up activities, including organization costs, are expensed
as incurred, in accordance with Statement of Position (SOP) 98-5.
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.
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.
Revenue Recognition
Revenue from product sales will be recognized at the time the sale is made.
Property and Equipment
All property and equipment are recorded at cost and depreciated over their
estimated useful lives, generally three, five or seven years, using the
straight-line method. Upon sale or retirement, the costs and related
accumulated depreciation are eliminated from their respective accounts, and
the resulting gain or loss is included in the results of operations.
Repairs and maintenance charges which do not increase the useful lives of
the assets are charged to operations as incurred. Depreciation expense was
$214 and $884 for the three months ending March 31, 2004 and 2003,
respectfully.
Fair Value of Financial Instruments
The Company's financial instruments consist entirely of cash in bank 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, 2004 and 2003. 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-
PUREZZA GROUP, INC.
(A Development Stage Enterprise)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDING
MARCH 31, 2004
(UNAUDITED)
NOTE 4 - MANAGEMENT'S PLANS
PROPOSED OPERATIONS
Purezza Group, Inc. has no assets, liabilities or ongoing operations.
Nevertheless, management believes that it may be able to recover some value
for its shareholders by the adoption and implementation of a plan to seek,
investigate and, if the results of such investigation warrants, effect a
business combination with a suitable privately held company that has both
business history and operating assets. Our potential success will be
primarily dependent on the efforts and abilities of our new management team,
who will have virtually unlimited discretion in searching for, negotiating
and entering into a business combination transaction.
Management believes that the selection of a business opportunity will be
complex and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries and shortages of
available capital, our new management team believes that there are numerous
privately held companies, seeking the perceived benefits may include
facilitating debt financing or improving the terms on which additional equity
may be sought, providing liquidity for the principals of the business,
creating a means for providing stock incentives or similar benefits to key
employees, providing liquidity for all stockholders and other factors.
NOTE 5 - COMMITMENTS
As of March 31, 2004 the Company was obligated to pay royalty payments
pursuant to its license agreement for the use of the Company's product,
Phoslock. The Company's license agreement was with Integrated Mineral
Technology Pty Ltd. (Integrated), an Australian entity, which has also been a
shareholder of the Company since the early organizational stage of the Company.
Royalty payments due for the year 2003 had previously been waived by Integrated.
Future minimum royalty payments under the agreement were to be as follows:
2004 843,750
2005 1,260,000
2006 1,260,000
2007 1,260,000
Thereafter 20,160,000
---------------
Total $ 24,783,750
===============
However, the liability has been transferred to another entity as of April 22,
2004.
-7-
PUREZZA GROUP, INC.
(A Development Stage Enterprise)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDING
MARCH 31, 2004
(UNAUDITED)
NOTE 6 - DEBENTURE NOTE PAYABLE
During the quarter ending September 30, 2003, debenture note holder,
Gregory A. Nagel, waived the accrued interest payable on the debenture
note. The interest on the debenture note was waived through May, 2004.
The Note was satisfied in full on April 22, 2004, subsequent to the balance
sheet date. See Note 9, SUBSEQUENT EVENTS - DEBENTURE NOTE.
NOTE 7 - PHOSLOCK PRODUCT CHANGE
As of March 31, 2004, Purezza Group, Inc.in conjunction with its licensor
has arranged for the production of a consistent Phoslock product.
A granulation plant is now under construction in Kunming, China, which will
produce Phoslock for distribution to all licensees. The Corporation's former
president, Leonard M. Perle, who recently resigned due to health reasons and
product consultant, Dr. Clifford Buntin, of the University of Southern
California, along with special international cooperation from our Australian
shareholders and licensor, were able to formulate a granule Phoslock product
which is a vast improvement over the slurry product.
All Phoslock license holders will be able to take delivery, commencing in
May, 2004, of the new granule Phoslock. The new Phoslock should be
economically superior, as it is a dry product which can be more easily
produced, stored, shipped, and used. The previous slurry product was
80% water, making it less efficient to handle.
As of April 23, 2004 the Phoslock product line was discontinued by the
company and transferred to Purezza Marketing, Inc. See Note 9, SUBSEQUENT
EVENTS.
-8-
PUREZZA GROUP, INC.
(A Development Stage Enterprise)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDING
MARCH 31, 2004
(UNAUDITED)
NOTE 8 - OPTIONS
During the quarter ending December 31, 2003, the Corporation issued
options to purchase common stock as follows:
to Larry Legel, former President, Chief Executive Officer, Chief
Administrative Officer, Director, Secretary, Treasurer and Chief Financial
Officer, in the amount of 150,000 options at a strike price of $0.10 per
share. The options may be exercised at any time for five years. The option
date is October 20, 2003. The expiration date is October 20, 2008.
The options were issued to Director/Officer in consideration for services
rendered, and in anticipation of future services to be rendered.
to Sanzari Family Trust, in the amount of 250,000 options at a strike
price of $1.00 per share. The options may be exercised at any time for
three years. The option date is October 27, 2003. The expiration date is
October 27, 2006. The options were issued in consideration of the option
holder providing working capital to the Corporation.
to TJP Management, Inc., in the amount of 250,000 options at a strike
price of $1.00 per share. The options may be exercised at any time for
three years. The option date is October 27, 2003. The expiration date is
October 27, 2006. The options were issued in consideration of the option
holder providing working capital to the Corporation.
to Gregory A. Nagel, in the amount of 1,000,000 options at a strike price
of $1.00 per share. The options may be exercised at any time for five
years. The option date is November 5, 2003. The expiration date is
November 5, 2006. The options were issued in consideration of the option
holder providing working capital to the Corporation.
On April 22, 2004 the corporation issued options to purchase common
stock as follows:
to Gregory A. Nagel, subsequent to the balance sheet date, an option to
purchase 5,000,000 shares was granted to Gregory A. Nagel.
See Note 9, SUBSEQUENT EVENTS - OPTIONS.
NOTE 9 - SUBSEQUENT EVENTS
DEBENTURE NOTE
In a stock for debt transaction dated April 22, 2004 the $600,000 Debenture
Note Payable was satisfied in full.
TRANSFER OF ASSETS TO PUREZZA MARKETING, INC.
On April 23, 2004 Purezza Group, Inc. ("PRZA") transferred all of its assets
to Purezza Marketing, Inc. ("PMI"). Concurrently with this transfer, PRZA
distributed on a pro rata basis all of its ownership in PMI to the holders
of its common stock (the "Distribution"). As a result of this transfer and
the Distribution, PMI will operate independently from PRZA and as a successor
to PRZA's business and operations.
-9-
PUREZZA GROUP, INC.
(A Development Stage Enterprise)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDING
MARCH 31, 2004
(UNAUDITED)
NOTE 9 - SUBSEQUENT EVENTS, CONTINUED
TRANSFER OF SHARES TO KEATING REVERSE MERGER FUND, LLC
On April 23, 2004, International Equities Group, Inc. sold 37,185,000
shares of the common stock of Purezza Group, Inc. owned by it to Keating
Reverse Merger Fund, LLC. for an aggregate purchase price of $350,000.
As of May 17, 2004 Keating Reverse Merger Fund, LLC (KRM) owns 42,185,000
shares, 80.35% of the Registrant's common stock and the other shareholders
of Purezza Group, Inc. (PRZA) own 10,315,000 shares, or 19.65% of its common
stock. IEG has no continuing economic interest in the company as to that
block of 37,185,000 shares as either a stockholder or creditor. Included
in the 42,815,000 shares owned by KRM is 5,000,000 shares purchased from the
company by KRM for $50,000 @$.01 per share on April 26, 2004. IEG also
transferred the $600,000 Debenture Note to the company and it was retired.
See Form 8-K/A filed on May 14, 2004 for the pro forms effects of the transfer
of the assets and debt to equity commission.
SHARES ISSUED FOR SERVICES RENDERED
On April 26, 2004, 2,000,000 shares of the company stock was issued to Kevin
R. Keating, the new President of the company as executive compensation for
services rendered.
On April 26, 2004, 500,000 shares of the company stock was issued to Bertrand
T. Unger for consulting services rendered.
OPTION TO PURCHASE SHARES GRANTED TO GREGORY A. NAGEL
In connection with this transaction, Gregory A. Nagel, the former debenture
bond holder, received an option to purchase 5,000,000 pre-split shares of
the common stock of Purezza Group, Inc. @ $.08 per share in exchange for the
$600,000 debenture note. The option was granted for a year on April 22,
2004, and expires April 22, 2005.
CHANGES IN BOARD OF DIRECTORS, OFFICERS, AND COMPANY ADDRESS
In connection with this transaction, Larry Legel resigned as chairman of
PRZA's Board of Directors and as its President and Kevin R. Keating was
nominated to serve as a Director and as the Company's President, Secretary
and Treasurer. Concurrently, the principal executive office of the company
was moved to 936A Beachland Blvd., Suite 13, Vero Beach, FL 32963.
LICENSE AGREEMENT
On April 20, 2004 a royalty payment became due on the required fixed payment
pursuant to the License Agreement. The Company had been negotiating an
amendment to the aforesaid license agreement. The license and the related
liability were transferred to Purezza Marketing, Inc., as of April 22, 2004.
The Company no longer has the license agreement nor does it owe any royalty
payments to the licensor.
-10-
THE FOLLOWING THREE PAGES ARE
NOT PART OF THE
FINANCIAL STATEMENTS
BUT ARE INCLUDED AS
SUPPORTING SCHEDULES
PUREZZA GROUP, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENT OF INCOME
(LOSS) AND RETAINED EARNINGS
FOR THE THREE MONTHS ENDING MARCH 31, 2004
(UNAUDITED)
For The Three
Months Ending
March 31, 2004
Other income 215
General and Administrative Expenses
Professional Fees 5,926
Attorney Fees 1,000
Consulting Fees 2,150
Consulting Fees, EPA 2,500
CPA Fees 5,850
Depreciation Expense 214
Dues and Subscriptions 69
Licenses, Dues & Fees 150
Officer Salaries 8,333
Payroll Taxes 88
Delivery Charges 29
Travel Expenses 328
Bank Charges 407
Telephone 282
Other Expense 426
Total General and Administrative Expenses 27,752
Net Income/(Loss) (27,537)
Deficit Accumulated Development Stage, Beginning (679,429)
Deficit Accumulated Development Stage, Ending $(706,966)
See accompanying notes to condensed financial statements.
-Supporting Schedule-
PUREZZA GROUP, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
AS OF AND FOR THE PERIOD FROM AUGUST 9, 2001
(INCEPTION) THROUGH MARCH 31, 2004
(UNAUDITED)
Deficit
Accumulated
Additional During the Total
Number of Common Paid-In Development Stockholders
Shares Stock Capital Stage Equity
------- ---- ------- -------- ----------
BEGINNING BALANCE,
August 9, 2001 0 $ - $ - $ - $ -
Shares issued for
cash-founders
at $0.001/sh 6,646,000 6,646 0 0 6,646
Shares issued with debt
at $0.017/sh 850,000 850 13,537 0 14,387
Shares issued
for cash at
$1.00/sh 314,000 314 313,686 0 314,000
Balance from
shares issued
for cash 7,810,000 7,810 327,223 0 335,033
Shares issued
for services
at $0.02/sh 5,000 5 95 0 100
Balance including
services 7,815,000 7,815 327,318 0 335,133
Shares
adjustment 0 0 (611) 0 (611)
Balance
subsequent
to share
sales 7,815,000 7,815 326,707 0 334,522
Net Loss,
Period Ending
December 31, 2001 (132,174) (132,174)
BALANCE,
December 31,
2001 7,815,000 7,815 326,707 (132,174) 202,348
Net Loss, Three Months
Ending March 31, 2002 (76,370) (76,370)
BALANCE, March 31,
2002 7,815,000 7,815 326,707 (208,544) 125,978
Net Loss, Three Months
Ending June 30, 2002 (199,332) (199,332)
See accompanying notes to condensed financial statements
-Supporting Schedule-
PUREZZA GROUP, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
AS OF AND FOR THE PERIOD FROM AUGUST 9, 2001
(INCEPTION) THROUGH MARCH 31, 2004
(UNAUDITED)
Deficit
Accumulated
Additional During the Total
Number of Common Paid-In Development Stockholders
Shares Stock Capital Stage Equity
------- ---- ------- -------- ----------
BALANCE, June 30,
2002 7,815,000 7,815 326,707 (407,876) (73,354)
Net Loss, Three Months
Ending September 30, 2002 (59,870) (59,870)
BALANCE,
September 30,
2002 7,815,000 7,815 326,707 (467,746) (133,224)
Net Loss, Three Months
Ending December 31, 2002 (58,188) (58,188)
BALANCE, December
31, 2002 7,815,000 7,815 326,707 (525,934) (191,412)
Net Loss, Three Months
Ending March 31, 2003 (69,340) (69,340)
BALANCE, March
31, 2003 7,815,000 7,815 326,707 (595,274) (260,752)
Net Loss, Three Months
Ending June 30, 2003 (62,664) (62,664)
BALANCE, June
30, 2003 7,815,000 7,815 326,707 (657,938) (323,416)
Net Income, Three Months
Ending September 30, 2003 20,726 20,726
BALANCE, September
30, 2003 7,815,000 7,815 326,707 (637,212) (302,690)
Net Loss, Three Months
Ending December 31, 2003 (42,216) (42,216)
BALANCE, December
31, 2003 7,815,000 7,815 326,707 (679,429) (344,907)
Net Loss, Three Months
Ending March 31, 2004 ( 27,537) ( 27,537)
BALANCE, March
31, 2004 7,815,000 $7,815 $326,707 $(706,966) $372,444)
See accompanying notes to condensed financial statements
-Supporting Schedule-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
NOTE 9 - SUBSEQUENT EVENTS
LICENSE AGREEMENT
On April 22, 2004, the Phoslock License Agreement and the related liability
to pay royalties to Integrated Mineral Technology Pty Ltd. were transferred
from Purezza Group, Inc. to Purezza Marketing, Inc. and the Company
discontinued its Phoslock line of business.
At the time the transfers were made, the license agreement was being
renegotiated. Pursuant to that agreement, a fixed royalty payment would have
been due April 20, 2004 but that payment was not going to be paid because
other issues concerning the license agreement were unresolved. Upon the
transfer, Purezza Group, Inc. no longer has the license nor does it owe any
royalty payments to the licensor. Since the original cost of the license
had already been expensed in a prior year and the previously required
royalty payments had been waived through 2003, there is no effect on the
balance sheet as of March 31, 2004 due to the transfer.
As of April 22, 2004 there is no future liability and Purezza Group, Inc. is
no longer liable for $24,783,750 in future commitments as stated under
Note 5, COMMITMENTS.
-11-
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
PLAN OF OPERATIONS - PREVIOUS PLAN AS OF MARCH 31, 2004
Significant changes have occurred between the previous Plan of Operations
which had been in place as of March 31, 2004 and a new Plan of Operations
which is in place as of this filing date, May 17, 2004, and operable since
the changes that took place April 22, 23, and 26, 2004. See below, PLAN
OF OPERATIONS - NEW PLAN AS OF APRIL 23, 2004 and notes to the
financial statements under Note 9, SUBSEQUENT EVENTS.
Prior to the changes, the Plan of Operations had been based on the business
plan of using some of the Company's cash to market the Company's product.
Basically, the previous Plan of Operations was to use the Company's
approximately $200,000 cash to market Phoslock. The exact details as to what
the Company was going to do to market Phoslock is no longer an important
issue because the Company has discontinued its Phoslock line of business as
of April 23, 2004.
What is now the previous Plan of Operations, but as of March 31, 2004, was
the only Plan, is fully explained in detail in all of the previous filings
of the Company: Forms 10QSB's, the Form 10KSB, and the Form SB-2 Registration
Statement, all of which are available for review at the Securities and
Exchange Commission's Edgar System at www.sec.gov.
PLAN OF OPERATIONS - NEW PLAN AS OF APRIL 23, 2004
Subsequent to the changes, the Company's new Plan of Operations is based on
attracting a suitable privately held Company, one that has both a business
history and operating assets, with which to effect a business combination.
The significant changes that occurred are explained in the footnotes to the
financial statements that are included herewith under Note 9,
SUBSEQUENT EVENTS and are summarized as follows:
The Company issued 42,185,000 additional shares to a new controlling
shareholder; retired the $600,000 debenture note; transferred the license
agreement to sell Phoslock; transferred all of its assets including over
$200,000 in cash; transferred its liability to pay $24,783,750 in future
royalty payments, changed its Officers, Directors, and address; and is
headed in a completely different business direction, as compared to the
Plan to market Phoslock which was the Plan of Operations as of
March 31, 2004.
Purezza Group, Inc. has no assets, liabilities or ongoing operations.
Nevertheless, management believes that it may be able to recover some value
for its shareholders by the adoption and implementation of a plan to seek,
investigate and, if the results of such investigation warrants, effect a
business combination with a suitable privately held company that has both
business history and operating assets. Our potential success will be
primarily dependent on the efforts and abilities of our new management team,
who will have virtually unlimited discretion in searching for, negotiating
and entering into a business combination transaction.
-12-
The details of these changes are as follows:
DEBENTURE NOTE
In a stock for debt transaction dated April 22, 2004 the $600,000 Debenture
Note Payable was satisfied in full.
TRANSFER OF ASSETS TO PUREZZA MARKETING, INC.
On April 23, 2004 Purezza Group, Inc. ("PRZA") transferred all of its assets
to Purezza Marketing, Inc. ("PMI"). Concurrently with this transfer, PRZA
distributed on a pro rata basis all of its ownership in PMI to the holders
of its common stock (the "Distribution"). As a result of this transfer and
the Distribution, PMI will operate independently from PRZA and as a successor
to PRZA's business and operations.
TRANSFER OF SHARES TO KEATING REVERSE MERGER FUND, LLC
On April 23, 2004, International Equities Group, Inc. sold 37,185,000
shares of the common stock of Purezza Group, Inc. owned by it to Keating
Reverse Merger Fund, LLC. for an aggregate purchase price of $350,000.
As of May 11, 2004 Keating Reverse Merger Fund, LLC (KRM) owns 42,185,000
shares, or 84.37% of the Registrant's common stock and the other
shareholders of Purezza Group, Inc. (PRZA) own 7,815,000 shares, or 15.63%
of its common stock. IEG has no continuing economic interest in the company
as to that block of 37,185,000 shares as either a stockholder or creditor.
Included in the 42,815,000 shares owned by KRM is 5,000,000 shares purchased
from the company by KRM for $50,000 @$.01 per share on April 26, 2004.
IEG also transferred the $600,000 Debenture Note to the company and it was
retired.
SHARES ISSUED FOR SERVICES RENDERED
On April 26, 2004, 2,000,000 shares of the company stock was issued to Kevin
R. Keating, the new President of the company as executive compensation for
services rendered.
On April 26, 2004, 500,000 shares of the company stock was issued to
Bertrand T. Unger for consulting services rendered.
OPTION TO PURCHASE SHARES GRANTED TO GREGORY A. NAGEL
In connection with this transaction, Gregory A. Nagel, the former debenture
bond holder, received an option to purchase 5,000,000 pre-split shares of
the common stock of Purezza Group, Inc. @ $.08 per share in exchange for the
$600,000 debenture note. The option was granted for a year on April 22,
2004, and expires April 22, 2005.
-13-
CHANGES IN BOARD OF DIRECTORS, OFFICERS, AND COMPANY ADDRESS
In connection with this transaction, Larry Legel resigned as chairman of
PRZA's Board of Directors and as its President and Kevin R. Keating was
nominated to serve as a Director and as the Company's President, Secretary
and Treasurer. Concurrently, the principal executive office of the company
was moved to 936A Beachland Blvd., Suite 13, Vero Beach, FL 32963.
LICENSE AGREEMENT
On April 20, 2004 a royalty payment became due on the required fixed payment
pursuant to the License Agreement. The Company had been negotiating an
amendment to the aforesaid license agreement. The license and the related
liability were transferred to Purezza Marketing, Inc., as of April 22, 2004.
The Company no longer has the license agreement nor does it owe any royalty
payments to the licensor.
PLAN OF OPERATIONS - NEW PLAN AS OF APRIL 23, 2004
Management believes that the selection of a business opportunity will be
complex and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries and shortages of
available capital, our new management team believes that there are numerous
privately held companies, seeking the perceived benefits may include
facilitating debt financing or improving the terms on which additional equity
may be sought, providing liquidity for the principals of the business,
creating a means for providing stock incentives or similar benefits to key
employees, providing liquidity for all stockholders and other factors.
-14-
Item 3. CONTROLS AND PROCEDURES.
The Company's Chief Executive Officer and Chief Financial Officer evaluated
the Company's disclosure controls and procedures within the 90 days
preceding the filing date of this quarterly report. Based upon this
evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are
effective in ensuring that material information required to be disclosed is
included in the reports that it files with the Securities and Exchange
Commission.
There were no significant changes in the Company's internal controls or, to
the knowledge of the management of the Company, in other factors that could
significantly affect these controls subsequent to the evaluation date.
PART II-- OTHER INFORMATION
Item 1. Legal Proceedings.
Not Applicable.
Item 2. Changes in Securities.
Not Applicable.
Item 3. Defaults Upon Senior Securities.
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable
Item 5. Other Information.
Not Applicable.
-15-
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits and Index of Exhibits
Exhibit Number Description
3i) Articles of Incorporation (1)
3(ii) By-Laws (1)
31.3(i)-3(ii) Denotes exhibits previously filed on April 1, 2003 with
Purezza Group, Inc.'s SB-2/A Registration Statement
amendment 6., File #333-85306, hereby incorporated by
reference.
31.1 Certification on September 3, 2003 of Chief Executive
Officer for the quarter ending March 31, 2003 pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification on September 3, 2003 of Chief Financial
Officer for the quarter ending March 31, 2003 pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification on September 3, 2003 of Chief Executive
Officer for the quarter ending March 31, 2003 pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification on September 3, 2003 of Chief Financial
Officer for the quarter ending March 31, 2003 pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sabanes-Oxley Act of 2002.
31.1-32.2 Denotes exhibits previously filed on September 3, 2003
with Purezza Group, Inc.'s, Form 10-QSB for the quarter
ending March 31, 2003.
31.3 Certification on September 10, 2003 of Chief Executive
Officer for the quarter ending June 30, 2003 pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.4 Certification on September 10, 2003 of Chief Financial
Officer for the quarter ending June 30, 2003 pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.5 Certification on September 10, 2003 of Chief Executive
Officer for the quarter ending June 30, 2003 pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
32.6 Certification on September 10, 2003 of Chief Financial
Officer for the quarter ending June 30, 2003 pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
31.3-32.6 Denotes exhibits previously filed on September 10, 2003
with Form 10QSB for the quarter ending June 30, 2003.
-16-
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits and Index of Exhibits
Exhibit Number Description
31.5 Certification on November 13, 2003 of Chief Executive
Officer for the quarter ending September 30, 2003 pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.6 Certification on November 13, 2003 of Chief Financial
Officer for the quarter ending September 30, 2003 pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.7 Certification on November 13, 2003 of Chief Executive
Officer for the quarter ending September 30, 2003 pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.8 Certification on November 13, 2003 of Chief Financial
Officer for the quarter ending September 30, 2003 pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sabanes-Oxley Act of 2002.
31.5-32.8 Denotes exhibits filed on November 13, 2003 with Form
10QSB for the quarter ending September 30, 2003.
31.7 Certification on March 30, 2004 of Chief Executive
Officer for the quarter ending December 31, 2003 pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.8 Certification on March 30, 2004 of Chief Financial
Officer for the quarter ending December 31, 2003 pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.9 Certification on March 30, 2004 of Chief Executive
Officer for the quarter ending December 31, 2003 pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.10 Certification on March 30, 2004 of Chief Financial
Officer for the quarter ending December 31, 2003 pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
31.7-32.10 Denotes exhibits filed on March 30, 2004 with Form
10KSB for the year ending December 31, 2003.
-17-
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits and Index of Exhibits
Exhibit Number Description
31.9 Certification on May 17, 2004 of Chief Executive
Officer for the quarter ending March 31, 2004 pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.10 Certification on May 17, 2004 of Chief Financial
Officer for the quarter ending March 31, 2004 pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.11 Certification on May 17, 2004 of Chief Executive
Officer for the quarter ending March 31, 2004 pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.12 Certification on May 17, 2004 of Chief Financial
Officer for the quarter ending March 31, 2004 pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
31.9-32.12 Denotes exhibits filed on May 17, 2004 with Form
10QSB for the quarter ending March 31, 2004.
-18-
(b) Reports on Form 8-K.
On July 2, 2003, the registrant filed a Form 8-K/A under Item 4. "CHANGES IN
REGISTRANT'S CERTIFYING ACCOUNTANT", stating that the registrant changed its
accounting firm from Durland and Company, CPAs, P.A. to Daszkal Bolton LLP.
On June 12, 2003, the registrant filed a Form 8-K under Item 4. "CHANGES IN
REGISTRANT'S CERTIFYING ACCOUNTANT", stating that the registrant changed its
accounting firm from Durland and Company, CPAs, P.A. to Daszkal Bolton LLP.
On November 7, 2003, the registrant filed a Form 8-K under Item 4, "CHANGES
IN REGISTRANT'S CERTIFYING ACCOUNTANT", stating that the registrant changed
its accounting firm from Daszkal Bolton LLP back to Durland and Company,
CPA's, PA.
On April 30, 2004, the registrant filed a Form 8-K/A under Item 4, "CHANGES IN
CONTROL OF REGISTRANT", "ACQUISITION OR DISPOSITION OF ASSETS", "FINANCIAL
STATEMENTS AND EXHIBITS".
On May 3, 2004, the registrant filed a Form 8-K/A under Item 4, "CHANGES IN
CONTROL OF REGISTRANT", "ACQUISITION OR DISPOSITION OF ASSETS", "FINANCIAL
STATEMENTS AND EXHIBITS".
On May 14, 2004, the registrant filed a Form 8-K/A under Item 4, "CHANGES IN
CONTROL OF REGISTRANT", "ACQUISITION OR DISPOSITION OF ASSETS", "FINANCIAL
STATEMENTS AND EXHIBITS".
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: May 17, 2004
Purezza Group, Inc.
(Registrant)
/s/ Kevin R. Keating
Kevin R. Keating
President and Chief Executive Officer
/s/ Kevin R. Keating
Kevin R. Keating
Principal Financial Officer and Principal Accounting Officer
and Chief Administrative Officer
-19-
EX-31 3 purezzaex311.htm
Exhibit 31.7
CERTIFICATIONS ACCOMPANYING PERIODIC REPORT PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
CERTIFICATIONS
I, Kevin R. Keating, certify that:
1. I have reviewed this quarterly report for March 31, 2004 on Form 10QSB
of Purezza Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report
is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: May 17, 2004
/s/ Kevin R. Keating
Kevin R. Keating
President and Chief Executive Officer
EX-31 4 purezzaex312.htm
Exhibit 31.8
CERTIFICATIONS ACCOMPANYING PERIODIC REPORT PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
CERTIFICATIONS
I, Kevin R. Keating, certify that:
1. I have reviewed this quarterly report for March 31, 2004 on Form 10QSB
of Purezza Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report
is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: May 17, 2004
/s/ Kevin R. Keating
Kevin R. Keating
Principal Financial Officer and Principal Accounting Officer
and Chief Administrative Officer
EX-32 5 purezzaex321.htm
Exhibit 32.9
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Form 10QSB quarterly report of Purezza Group, Inc.
(the "Company") for the period ended March 31, 2004, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
o the Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
o the information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
May 17, 2004
/s/ Kevin R. Keating
Kevin R. Keating
President and Chief Executive Officer
EX-32 6 purezzaex322.htm
Exhibit 32.10
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Form 10QSB quarterly Report of Purezza Group, Inc.
(the"Company") for the period ended March 31, 2004, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
o the Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
o the information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
May 17, 2004,
/s/ Kevin R. Keating
Kevin R. Keating
Principal Financial Officer and Principal Accounting Officer