Schedule 13D

William Tay

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E/sK4MZUrsOVdf28DNfTSH4n7xl8A1xFWKFp0+3TI7GNXwMWtzy1Jdn59Kq7ihd5 SfFXAjQT8LVWU+6Skt/2YQ== 0001193125-04-105749.txt : 20040621 0001193125-04-105749.hdr.sgml : 20040621 20040621114024 ACCESSION NUMBER: 0001193125-04-105749 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040621 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCGUSTY EDWIN A CENTRAL INDEX KEY: 0001294552 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: (813) 931-8658 MAIL ADDRESS: STREET 1: 8649 N. HIMES AVENUE #1513 CITY: TAMPA STATE: FL ZIP: 33614 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DONAR ENTERPRISES INC CENTRAL INDEX KEY: 0001141590 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] IRS NUMBER: 233083371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79634 FILM NUMBER: 04871978 BUSINESS ADDRESS: STREET 1: 2000 HAMILTON STREET STREET 2: #520 CITY: PHILADELPHIA STATE: PA ZIP: 19130-3883 BUSINESS PHONE: 215-893-3662 MAIL ADDRESS: STREET 1: 2000 HAMILTON STREET STREET 2: #520 CITY: PHILADELPHIA STATE: PA ZIP: 19130-3883 FORMER COMPANY: FORMER CONFORMED NAME: DONAR CORP DATE OF NAME CHANGE: 20010530 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Donar Enterprises, Inc.

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

257674101

(CUSIP Number of Class of Securities)

Edwin A. McGusty

8649 N. Himes, Suite 1513

Tampa, FL

(813) 931-8658

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 11, 2004

(Date of Event which Requires Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.


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SCHEDULE 13D


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Edwin A. McGusty
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8,651,447

8 SHARED VOTING POWER

9 SOLE DISPOSITIVE POWER

8,651,447

10 SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 8,651,447
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 93%
14	TYPE OF REPORTING PERSON* IN


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Item 1.

Security and Issuer.

This statement on Schedule 13D (“Schedule 13D”) is being filed with respect to the common stock, $0.001 par value (the “Common Stock”), of Donar Enterprises, Inc., a Delaware corporation (the “Company”). The Company’s principal executive office is located at 2000 Hamilton Street, #520, Philadelphia, Pennsylvania 19130.

Item 2.

Identity and Background.

(a) This statement is filed by Edwin A. McGusty (the “Reporting Person”) with respect to shares directly owned by him.

Any disclosures herein with respect to persons other than the Reporting Person is made on information and belief after making inquiry to the appropriate party.

(b) The business address of Mr. McGusty is 8649 N. Himes, Suite 1513, Tampa, FL 33614.

(c) Mr. McGusty is principally engaged as the President of Total M.I.S., Inc., a Florida corporation maintaining a business address at 8649 N. Himes, Suite 1513, Tampa, FL 33614, and is a private investor.

(d) None of the Reporting Persons nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. McGusty is a citizen of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

Personal Funds.

Item 4.

Purpose of Transaction.

The shares of Common Stock deemed to be beneficially owned by Mr. McGusty were acquired for, and are being held for, investment purposes. The shares of Common Stock were acquired for the purpose of acquiring control of the Company and seeking one or more strategic acquisitions. In connection therewith, Mr. McGusty may recommend and/or vote in favor of one


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or more proposals which would amend the Company’s Certificate of Incorporation and for the appointment of directors.

The Reporting Person may in the future directly acquire shares of Common Stock in open market or private transactions, block purchases or otherwise. The Reporting Person may continue to hold or dispose of all or some of the securities reported herein from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, subject to compliance with applicable law. Other than as set forth herein, the Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of the Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider his or its position and formulate plans or proposals with respect thereto, but has no present intention of doing so.

Item 5.

Interest in Securities of the Issuer.

(a) As of the close of business on June 11, 2004, the Reporting Person was the beneficial owners, within the meaning of Rule 13d-3 under the Exchange Act, of 8,651,447 shares of Common Stock. As of June 11, 2004, these shares represented 93% of the sum of the 9,289,647 total shares of Common Stock outstanding as reported in the Company’s Form 10Q for the quarterly period ended March 31, 2004.

(b) The sole or shared power to vote or dispose of, or to direct the vote or disposition of the Common Stock with respect to each Reporting Person noted in paragraph (a) of this Item 5 is as set forth on the cover sheets of this Schedule 13D.

(c) There have been no transactions involving the shares of Common Stock of the Company engaged in by the Reporting Person during the 60 day period prior to and including April 11, 2004.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons named in Item 2 of this statement and between such Reporting Persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.

Material to be Filed as Exhibits.

(a) Capital Stock Purchase Agreement between William Tay and Edwin A. McGusty, dated as of June 7, 2004.

(b) Letter agreement dated June 4, 2004 from Edwin McGusty to William Tay.


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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.



Dated: June 11, 2004				/s/ EDWIN A. MCGUSTY
				Edwin A. McGusty

CAPITAL STOCK PURCHASE AGREEMENT

CAPITAL STOCK PURCHASE AGREEMENT (the “Agreement”), dated June 7, 2004, by and among Edwin A. McGusty, an individual residing 8649 Himes Avenue, Unit 1513 Tampa, FL 33614 (the “Purchaser”) and William Tay an individual residing at 2000 Hamilton Street, #520, Philadelphia, PA 19130 (the “Seller).

BACKGROUND INFORMATION

This Agreement sets forth the terms and conditions upon which the Purchaser is acquiring from the Seller and the Seller is selling and delivering to the Purchaser, free and clear of all liabilities, obligations, claims, liens and encumbrances Eight Million Six Hundred Fifty One Thousand Four Hundred Forty Seven (8,651,447) shares of the issued and outstanding common capital stock (the “Shares”) of Donar Enterprises, Inc., a Delaware corporation maintaining business offices at 2000 Hamilton Street, #520, Philadelphia, PA 19130 (“Donar), representing 93% of the issued and outstanding shares of the capital stock of Donar. In consideration of the mutual agreements contained herein, the parties agree as follows:

OPERATIVE PROVISIONS

ARTICLE 1

PURCHASE AND SALE OF SHARES

1.1 Shares to be Sold: Subject to the terms and conditions of this Agreement, at the Closing referred to in Section 1.4 hereof, the Seller shall sell and deliver to the Purchaser good, valid and marketable title to the Shares, free and clear of all liabilities, obligations, claims, liens and encumbrances, by delivering to the Purchaser one or more stock certificates representing the Shares, duly endorsed in blank or accompanied by one or more stock powers duly endorsed in blank, and in form for transfer satisfactory to counsel for the Purchaser.

1.2 Purchase Price of the Shares. The purchase price for the Shares is Five Hundred Thousand Dollars ($500,000) (the “Purchase Price”). The Purchaser shall, upon execution of this Agreement, deliver, via wire transfer, to the Seller Fifty Thousand Dollars ($50,000) as a deposit (the “Deposit”) to be held by the Seller in accordance with the terms and conditions of this Agreement.

1.3 Payment of Purchase Price. At the Closing (as defined herein), the Purchaser shall deliver to the Seller $450,000, via wire transfer, and the Seller shall be entitled to keep the Deposit, which shall constitue full payment of the Purchase Price. In the event the Closing has not occurred by June 11, 2004 the Seller shall return the Deposit to the Purchaser on or before June 15, 2004, unless the Closing did not occur as a result of the failure of one or more of the conditions set forth in Article 7. In the event that the Closing does not occur by June 11, 2004

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as a result of the failure of one or more of the reasons set forth in Article 7, the Deposit shall be retained by the Seller as liquidated damages sustained in connection with the negotiation and documentation of this Agreement and neither party shall have any further liability to the other party.

1.4 Closing: The closing of the sale and purchase of the Shares shall take place at the offices of counsel for the Purchaser, Bush Ross Gardner Warren & Rudy, P.A., 220 S. Franklin Street, Tampa, Florida 33602 on June 11, 2004, at 10:00 am., or at such other time and location as may be agreed to by the parties (the “Closing”). At the Closing, the Seller shall deliver to the Purchaser the certificates for the Shares, in negotiable form and the Purchaser shall deliver to the Seller the balance of the Purchase Price in the amount of Four Hundred Fifty Thousand Dollars ($450,000) by wire transfer to an account of the Seller. Following such delivery, the parties shall thereupon cause Donar to cancel each certificate delivered to the Purchaser, to issue in the name of the Purchaser one or more substitute certificates evidencing the Purchaser’s ownership of the Shares and to register such issuance and ownership in its stock transfer records. Each party shall be responsible for all fees and costs incurred by them or on their behalf in connection with the negotiation of this Agreement and the Closing.

If at the Closing the Seller shall fail to tender the Shares or if any of the conditions specified hereunder shall not have been fulfilled, the Purchaser shall, at his option, be relieved of his obligations under this Agreement without thereby waiving any rights he may have by reason of such failure or non-fulfillment. Conversely, if the Purchaser fails to close the transactions herein contemplated for any reason other than a default or breach occasioned by the Seller under the terms hereof, or a failure of performance of any of the conditions recited herein, Seller shall be entitled to retain the Deposit, which shall constitute its sole and exclusive remedy against the Purchaser. The Seller does not have the right to seek specific performance of this Agreement or to the right to seek damages from the Purchaser for any amount in excess of the Deposit.

ARTICLE 2

ADDITIONAL AGREEMENTS

2.1 Resignation: At the Closing, the Seller shall execute and deliver to Donar a letter, in form and content reasonably satisfactory to the Purchaser, resigning from Donar’s Board of Directors and from each officer position he then holds. Additionally, the Seller shall cause any other director or officer of Donar to tender to Donar his or her resignation as an officer and/or director of Donar, effective as of the Closing and Seller shall appoint the Purchaser and his nominees as the directors and officers of Donar. Donar, the Seller and the Purchaser will comply with Rule 14f-1 of the Securities Exchange Act of 1934, as amended.

2.2 Additional Closing Documents: At the Closing, the Seller shall to the Purchaser all of the corporate records of Donar, including, but not limited to the original minutes, of all meetings of the board of directors and shareholders, written actions of the board of directors and shareholders, Articles of Incorporation, By-Laws, stock transfer records, transfer agent

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information and monthly transfer agent statements, information from the Secretary of State of Delaware, information relating to the business of Donar (e.g. edgar filing information such as Donar’s filer codes and password), and information related to the domain. Additionally, Donar shall provide a shareholders list from its transfer agent, dated as closely to the Closing date as possible and certified as accurate by the Seller. The Seller shall also provide to the Purchaser, at the Closing, all accounting records of Donar, including, but not limited to, bank statements, audits, tax filings, documents, correspondence, general ledger information and contact information and files dealing with Donar’s auditors.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

The Seller represents, warrants and agrees as follows:

3.1 Organization and Standing of Donar: Donar is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted. Donar has furnished to the Purchaser complete and correct copies of its Articles of Incorporation and By-Laws as presently in effect.

3.2 Capitalization: The authorized capital stock of Donar consists of One Hundred Million Shares (100,000,000) shares of common stock and Twenty Million (20,000,000) Shares of preferred stock. On the date hereof, Nine Million Two Hundred Eighty Nine Thousand Six Forty Seven (9,289,647) shares of common stock are issued and outstanding, of which Eight Million Six Hundred Fifty One Thousand Four Hundred Forty Seven (8,651,447) are registered in the name of the Seller, all of which are issued and outstanding shares free and clear of any liabilities, obligations, claims, liens or encumbrances. Donar has issued no shares of preferred stock. Donar holds no shares of its capital stock in its treasury (any such shares having been returned to the status of authorized but unissued shares) and all issued and outstanding shares of capital stock have been duly authorized and validly issued and are fully paid and non-assessable. As of the Closing, there are no outstanding rights, options, warrants, conversion privileges or agreements of any kind for the purchase or acquisition from, or the sale or issuance by, Donar of any shares of its capital stock and no authorization therefor has been given.

3.3 Authorization of Seller and Donar: When executed and delivered by the Seller, this Agreement and those agreements referenced in Article 2, will constitute the valid and binding obligations of each of the Seller and Donar, respectively and as applicable, enforceable in accordance with their respective terms.

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3.4 Subsidiaries: Donar does not control (as such term is defined in §368(c) of the Internal Revenue Code of l986, as amended), directly or indirectly, any other corporation, association or other business entity, nor does it have any direct or indirect interest therein.

3.5 Consent: No consent, approval or authorization of or registration, qualification, designation, declaration or filing with any governmental authority or private person or entity on the part of the Seller or Donar is required in connection with the execution and delivery of this Agreement or the consummation of any other transaction contemplated hereby, except as shall have been duly taken or effected prior to the Closing.

3.6 Title to Shares: The Seller has good and marketable title to the Shares, free and clear of all liens, claims, encumbrances and restrictions, legal or equitable, of every kind, except for certain restrictions on transfer imposed by federal and state securities laws. The Seller has full and unrestricted legal right, power and authority to sell, assign and transfer its shares to the Purchaser without obtaining the consent or approval of any other person or governmental authority, and the delivery of such shares to the Purchaser pursuant to this Agreement will transfer valid title thereto, free and clear of all liens, encumbrances, claims and restrictions of every kind, except for certain restrictions on transferability imposed by federal and state securities laws. The execution of this Agreement and the consummation of the transactions contemplated hereby will not constitute a default under any provision of any agreement by which Seller or Donar is bound.

3.7 Financial Statements: Seller has delivered to the Purchaser: (a) the audited balance sheet of Donar as of December 31, 2003 (the “Balance Sheet”), and the related audited statement of income for the fiscal year then ended, (b) an unaudited balance sheet of Donar as of March 31, 2004 (the “Interim Balance Sheet”) and the related unaudited statement of income for the three (3) months then ended. To the knowledge of Seller, such financial statements fairly present the financial condition and the results of operations of Donar as at the respective dates of and for the periods referred to in such financial statements. At Closing Donar shall have no liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent, or otherwise). The Seller shall cause Donar to pay, in full, all of the liabilities of Donar, of whatever kind, immediately prior to the Closing.

3.8 Taxes: To Seller’s knowledge, Donar has filed or shall file prior to Closing all federal and state income tax returns, federal and state payroll tax returns and state sales tax returns that are or were required to be filed by or with respect to Donar and shall supply same to Purchaser at the Closing. To the knowledge of Seller, Donar has paid, or made provision for the payment of, all taxes reflected on those returns that have been filed, provided that such payment was due prior to the Closing. None of the returns are, to the knowledge of the Seller, being audited. Neither Donar nor Seller has given or been requested to give waivers or extensions of any statute of limitations relating to the payment of taxes of Donar or for which Donar may be liable. To the knowledge of Seller, all taxes that Donar is or was required to withhold or collect have been duly withheld or collected and, to the extent required, have, to the knowledge of Seller

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been paid. To the knowledge of Seller, all tax returns described in this Section 3.8 that have been filed or shall file prior to Closing by Donar are true, correct, and complete.

3.9 Litigation: To the knowledge of Seller, there are no claims, actions, suits, proceedings or investigations pending or threatened against or affecting Seller or Donar before any foreign, federal, state, local or other governmental authority or agency. To the knowledge of Seller, Donar is not in violation of any order or judgment of any court or governmental authority and there is no order, decree or judgment of any kind in existence enjoining or restraining Donar, or any of its officers, shareholders or employees from taking any action of any kind with respect to Donar, or requiring Donar, or any of its officers, shareholders or employees to take, any action of any kind with respect to Donar.

3.10 Compliance with Laws: To the knowledge of Seller, Donar has materially complied with all applicable material laws and regulations of foreign, federal, state, local and other governmental authorities and agencies which affect Donar.

3.11 Disclosure. Neither this Agreement, nor any other document, certificate or statement furnished to the Purchaser by or on behalf of the Seller in connection with the transactions contemplated hereby, within the actual knowledge of Seller, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading; and there is no fact which materially adversely affects, or in the future may (so far as the Seller can now reasonably foresee) materially adversely affect the assets, business, operations or prospects of the Seller which has not been set forth herein or in a schedule or statement furnished to the Purchaser.

ARTICLE 4

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER

The Purchaser represents and warrants to, and covenant with, the Seller as follows:

4.1 Authorization: When executed and delivered by the Purchaser, this Agreement and the agreement referenced in Article 2 above will constitute the valid and binding obligations of the Purchaser, enforceable in accordance with their respective terms.

4.2 No Contractual Violation: Neither the execution, delivery nor performance of this Agreement by the Purchaser, including the consummation by the Purchaser of the transactions contemplated hereby, will constitute a violation of or a default under, or conflict with, any term or provision of the any contract, commitment, indenture or other agreement, or of any other private restriction of any kind, to which the Purchaser is a party or by which he is otherwise bound.

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ARTICLE 5

ADDITIONAL AGREEMENTS AND COVENANTS

The parties further agree and covenant as follows:

5.1 Delivery of Additional Instruments on Request: Each party agrees to execute and deliver or cause to be executed and delivered at the Closing, and at such other times and places as shall be reasonably subsequently agreed to, such additional instruments as the other party may reasonably request for the purpose of fully effecting the transactions herein contemplated.

5.2 Agreements as to Conditions: Each party agrees to use his best efforts to satisfy each and every of the conditions set forth in Sections 6. and 7., respectively, of this Agreement.

5.3 Brokerage Fee: Each of the parties alleges that he has not engaged or authorized any broker or finder to act in a representative capacity or otherwise in connection with the transactions contemplated by this Agreement, and each agrees to indemnify and hold harmless the other from and against any and all claims, losses, liabilities or expenses which may be asserted against or suffered by either, or by Donar, as a result of any broker, finder or other person claiming any fee or commission by reason of services rendered or alleged to have been rendered for or at the instance of a particular party hereto with respect to the negotiation or execution of this Agreement or to the delivery of the consideration herein specified.

ARTICLE 6

CONDITIONS TO CLOSING BY THE PURCHASER

The obligations of the Purchaser to consummate the transactions herein contemplated is subject to the satisfaction at or prior to the Closing of each of the following conditions, and if the Purchaser shall not consummate such transactions by reason of the failure of any of such conditions to be met as herein provided, the Purchaser shall have no liability to the Seller:

6.1 Corporate Action, Good Standing and Certificates: The Purchaser shall have received a copy of the Articles of Incorporation and By-Laws of Donar, certified as to their accuracy and completeness by the Seller.

6.2 Truthfulness of Representations and Warranties: Each of the representations and warranties of the Seller contained in this Agreement shall be true and correct to the best knowledge of the Seller as of the Closing with the same effect as though such representations and warranties had been made on and as of such date. Each such representation and warranty shall survive the consummation of the transactions contemplated by this Agreement and shall remain in full force and effect thereafter. Seller will have no liability (for indemnification or otherwise) with respect to any representation or warranty, or covenant or obligation to be performed and complied with prior to the Closing, unless on or before May 31, 2007, the

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Purchaser notifies the Seller, in writing, of a claim and specifying the factual basis of that claim in reasonable detail to the extent then known by the Purchaser.

6.3 Performance: Each of the agreements of the Seller to be performed or complied with at or before the Closing pursuant to the terms hereof shall have been duly performed or complied with.

6.4 Consents: All consents to the consummation of the transactions contemplated herein which are required in order to prevent a breach of, or a default under, the terms of any agreement to which either of the Seller or Donar is a party or is bound shall have been obtained.

6.5 No Litigation Threatened: No action or proceeding shall have been instituted or, to the knowledge of the Seller, shall have been threatened before a court or other governmental body or by any public authority to restrain or prohibit the transactions contemplated herein. No governmental agency or body shall have taken any other action or made any request of the Purchaser or the Seller as a result of which the Purchaser deems it inadvisable to proceed with the transaction.

ARTICLE 7

CONDITIONS TO CLOSING BY THE SELLER

The obligations of the Seller to consummate the transactions herein contemplated shall be subject to the satisfaction of the Seller on or prior to the Closing of each of the following conditions, and if the Seller shall not consummate such transactions by reason of the failure of any of such conditions to be met as herein provided, the Seller shall have no liability to the Purchaser:

7.1 Truthfulness of Representations and Warranties: Each of the representations and warranties of the Purchaser contained in this Agreement shall be true and correct to the best knowledge of the Purchaser as of the Closing with the same effect as though such representations and warranties had been made on and as of such date. Each such representation and warranty shall survive the consummation of the transactions contemplated by this Agreement and shall remain in full force and effect thereafter.

7.2 Performance: Each of the agreements of the Purchaser to be performed or complied with on or before the Closing pursuant to the terms hereof shall have been duly performed and complied with.

7.3 No Litigation Threatened: No action or proceeding shall have been instituted or, to the knowledge of the Purchaser, shall have been threatened before a court or other governmental body or by any public authority to restrain or prohibit the transactions contemplated herein. No governmental agency or body shall have taken any other action or made any request of the Seller or the Purchaser as a result of which the Seller deems it inadvisable to proceed with the transaction.

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ARTICLE 8

MISCELLANEOUS PROVISIONS

8.1 Notices: All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as properly given or made if hand delivered, mailed from within the United States by certified mail, or sent by overnight delivery service to the applicable address appearing in the preamble to this Agreement, or to such other address as either party may have designated by like notice forwarded to the other party hereto. All notices shall be deemed given when postmarked (if mailed), when delivered to an overnight delivery service or, if hand delivered, when delivered to the recipient.

8.2 Binding Agreements; Non-Assignability: Each of the provisions and agreements herein contained shall be binding upon and inure to the benefit of the personal representatives, heirs, devisees and successors of the respective parties hereto; but none of the rights or obligations attaching to either party hereunder shall be assignable.

8.3 Entire Agreement: This Agreement, and the other documents referenced herein, constitute the entire understanding of the parties hereto with respect to the subject matter hereof, and no amendment, modification or alteration of the terms hereof shall be binding unless the same be in writing, dated subsequent to the date hereof and duly approved and executed by each party.

8.4 Severability: Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

8.5 Headings: The headings of this Agreement are inserted for convenience and identification only, and are in no way intended to describe, interpret, define or limit the scope, extent or intent hereof.

8.6 Application of Florida Law; Venue: This Agreement, and the application or interpretation thereof, shall be governed exclusively by its terms and by the laws of the State of Florida. Venue for any legal action which may be brought hereunder shall be deemed to lie in Hillsborough County, Florida.

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8.7 Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.8 Legal Fees and Costs: If a legal action is initiated by any party to this Agreement against another, arising out of or relating to the alleged performance or non-performance of any right or obligation established hereunder, or any dispute concerning the same, any and all fees, costs and expenses reasonably incurred by each successful party or his, her or its legal counsel in investigating, preparing for, prosecuting, defending against, or providing evidence, producing documents or taking any other action in respect of, such action shall be the joint and several obligation of and shall be paid or reimbursed by the unsuccessful party(ies).

8.9 Jurisdiction: The parties agree that, irrespective of any wording that might be construed to be in conflict with this paragraph, this agreement is one for performance in Florida. The parties to this agreement agree that they waive any objection, constitutional, statutory or otherwise, to a Florida court’s taking jurisdiction of any dispute between them. By entering into this agreement, the parties, and each of them understand that they might be called upon to answer a claim asserted in a Florida court.

8.10 Publicity. Except as otherwise required by law, none of the parties hereto shall issue any press release or make any other public statement, in each case relating to, connected with or arising out of this Agreement or the matters contained herein, without obtaining the prior approval of the other to the contents and the manner of presentation and publication thereof.

IN WITNESS WHEREOF, the parties have executed this Capital Stock Purchase Agreement as of the day and year first above written.

Seller

William Tay

Purchaser

Edwin A. McGusty

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EDWIN A. McGUSTY

8649 Himes Avenue #1513

Tampa, FL 33614

(813) 931-8658

June 4, 2004

William Tay

2000 Hamilton Street #520

Philadelphia, PA 19130

Re: Capital Stock Purchase Agreement

Mr. Tay,

The Capital Stock Purchase Agreement we entered into, dated June 7, 2004 references the sale and purchase of 8,651,447 shares of common stock of Donar Enterprises, Inc. (“Donar”) currently representing 93% of Donar’s issued and outstanding common stock.

I understand you will only be able to deliver 8,333,647 common shares (or 90% of the total issued and outstanding common stock) of Donar at the Closing on June 11, 2004. I also understand the balance of 317,800 common shares are currently being transferred into certificate form and will be delivered to my attorney, John Giordano at Bush Ross Gardner Warren & Rudy, PA in approximately three to four weeks, immediately upon the certificate being received by you.

I agree to close on the transaction on June 11, 2004 with the purchase of the 8,333,647 common shares for total consideration of $500,000, with the understanding that the balance of 317,800 common shares will be delivered as soon as possible after the Closing for no additional consideration.

If you are in agreement with this please sign where indicated below and fax to me at (813) 248-3638.

Sincerely,

Edwin A. McGusty

Agree and Accepted:

cc:	John Giordano, Bush Ross

Jerry Diamond, Apogee

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