U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
___________________
FORM 10-SB
___________________
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(g) of
The Securities Exchange Act of 1934
___________________
LBF CORPORATION
(Name of Small Business Issuer in its charter)
Nevada 98-0177646
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 106
1460 Pandosy St.
Kelowna, British Columbia
Canada V14 1P3
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (250) 868-8445
Securities to be registered pursuant to Section 12(b) of the Act:
none
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of Class)
Page One of Sixty-Seven Pages
Exhibit Index is Located at Page 34.
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TABLE OF CONTENTS
Page
Part I
Item 1. Description of Business . . . . . . . . . . . . . 3
Item 2. Plan of Operation. . . . . . . . . . . . . . . . . 7
Item 3. Description of Property. . . . . . . . . . . . . . 13
Item 4. Security Ownership of Certain
Beneficial Owners and Management . . . . . . . . . 14
Item 5. Directors, Executive Officers, Promoters
and Control Persons. . . . . . . . . . . . . . . . 14
Item 6. Executive Compensation . . . . . . . . . . . . . . 17
Item 7. Certain Relationships and
Related Transactions. . . . . . . . . . . . . . . 18
Item 8. Description of Securities. . . . . . . . . . . . . 18
Part II
Item 1. Market for Common Equities and Related Stockholder
Matters. . . . . . . . . . . . . . . . . . . . . . 19
Item 2. Legal Proceedings. . . . . . . . . . . . . . . . . 21
Item 3. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . . . 21
Item 4. Recent Sales of Unregistered Securities. . . . . . 21
Item 5. Indemnification of Directors and Officers. . . . . 22
Part F/S
Financial Statements . . . . . . . . . . . . . . . 23
Part III
Item 1. Index to Exhibits. . . . . . . . . . . . . . . . . 34
Item 2. Description of Exhibits. . . . . . . . . . . . . . 35
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PART I
Item 1. Description of Business
LBF Corporation (the "Company"), was incorporated on February
17, 1993 under the laws of the State of Nevada to engage in any
lawful corporate purpose. Other than issuing shares to its
shareholders, the Company never commenced any other operational
activities. As such, the Company can be defined as a "shell"
company, whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity. The
Board of Directors of the Company has elected to commence
implementation of the Company's principal business purpose,
described below under "Item 2, Plan of Operation."
The Company is filing this registration statement on a
voluntary basis because the primary attraction of the Company as a
merger partner or acquisition vehicle will be its status as a
public company. Any business combination or transaction will
likely result in a significant issuance of shares and substantial
dilution to present stockholders of the Company.
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities or undertake any
offering of the Company's securities, either debt or equity, until
such time as the Company has successfully implemented its business
plan described herein. Relevant thereto, each shareholder of the
Company has executed and delivered a "lock-up" letter agreement,
affirming that they shall not sell their respective shares of the
Company's common stock until such time as the Company has
successfully consummated a merger or acquisition and the Company is
no longer classified as a "blank check" company. In order to
provide further assurances that no trading will occur in the
Company's securities until a merger or acquisition has been
consummated, each shareholder has agreed to place their respective
stock certificate with the Company's legal counsel, Andrew I.
Telsey, P.C., who will not release these respective certificates
until such time as legal counsel has confirmed that a merger or
acquisition has been successfully consummated. However, while
management believes that the procedures established to preclude any
sale of the Company's securities prior to closing of a merger or
acquisition will be sufficient, there can be no assurances that the
procedures established relevant herein will unequivocally limit any
shareholder's ability to sell their respective securities before
such closing.
The Company's business is subject to numerous risk factors,
including the following:
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No Operating History or Revenue and Minimal Assets. The
Company has had no recent operating history nor any revenues or
earnings from operations since its inception. The Company has no
significant assets or financial resources. The Company will, in
all likelihood, sustain operating expenses without corresponding
revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net
operating loss which will increase continuously until the Company
can consummate a business combination with a profitable business
opportunity. There is no assurance that the Company can identify
such a business opportunity and consummate such a business
combination.
Speculative Nature of Company's Proposed Operations. The
success of the Company's proposed plan of operation will depend to
a great extent on the operations, financial condition and
management of the identified business opportunity. While
management intends to seek business combination(s) with entities
having established operating histories, there can be no assurance
that the Company will be successful in locating candidates meeting
such criteria. In the event the Company completes a business
combination, of which there can be no assurance, the success of the
Company's operations may be dependent upon management of the
successor firm or venture partner firm and numerous other factors
beyond the Company's control.
Scarcity of and Competition for Business Opportunities and
Combinations. The Company is and will continue to be an
insignificant participant in the business of seeking mergers with,
joint ventures with and acquisitions of small private and public
entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers
and acquisitions of companies which may be desirable target
candidates for the Company. Nearly all such entities have
significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the
Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a
business combination. Moreover, the Company will also compete in
seeking merger or acquisition candidates with numerous other small
public companies.
No Agreement for Business Combination or Other Transaction-No
Standards for Business Combination. The Company has no arrangement,
agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public
entity. There can be no assurance the Company will be successful
in identifying and evaluating suitable business opportunities or in
concluding a business combination. Management has not identified
any particular industry or specific business within an industry for
evaluation by the Company. There is no assurance the Company will
be able to negotiate a business combination on terms favorable to
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the Company. The Company has not established a specific length of
operating history or a specified level of earnings, assets, net
worth or other criteria which it will require a target business
opportunity to have achieved, and without which the Company would
not consider a business combination in any form with such business
opportunity. Accordingly, the Company may enter into a business
combination with a business opportunity having no significant
operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative
characteristics.
Continued Management Control, Limited Time Availability.
While seeking a business combination, management anticipates
devoting up to twenty hours per month to the business of the
Company. None of the Company's officers has entered into a written
employment agreement with the Company and none is expected to do so
in the foreseeable future. The Company has not obtained key man
life insurance on any of its officers or directors. Notwithstanding
the combined limited experience and time commitment of management,
loss of the services of any of these individuals would adversely
affect development of the Company's business and its likelihood of
continuing operations. See "Item 5 - Directors, Executive
Officers, Promoters and Control Persons."
Conflicts of Interest - General. Officers and directors of
the Company may in the future participate in business ventures
which could be deemed to compete directly with the Company.
Additional conflicts of interest and non-arms length transactions
may also arise in the future in the event the Company's officers or
directors are involved in the management of any firm with which the
Company transacts business. Management has adopted a policy that
the Company will not seek a merger with, or acquisition of, any
entity in which management serve as officers, directors or
partners, or in which they or their family members own or hold any
ownership interest.
Reporting Requirements May Delay or Preclude Acquisition.
Sections 13 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), require companies subject thereto to provide
certain information about significant acquisitions, including
certified financial statements for the company acquired, covering
one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by
some target entities to prepare such statements may significantly
delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do
not have or are unable to obtain the required audited statements
may not be appropriate for acquisition so long as the reporting
requirements of the 1934 Act are applicable.
Lack of Market Research or Marketing Organization. The
Company has neither conducted, nor have others made available to
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it, results of market research indicating that market demand exists
for the transactions contemplated by the Company. Moreover, the
Company does not have, and does not plan to establish, a marketing
organization. Even in the event demand is identified for a merger
or acquisition contemplated by the Company, there is no assurance
the Company will be successful in completing any such business
combination.
Lack of Diversification. The Company's proposed operations,
even if successful, will in all likelihood result in the Company
engaging in a business combination with a business opportunity.
Consequently, the Company's activities may be limited to those
engaged in by business opportunities which the Company merges with
or acquires. The Company's inability to diversify its activities
into a number of areas may subject the Company to economic
fluctuations within a particular business or industry and therefore
increase the risks associated with the Company's operations.
Regulation. Although the Company will be subject to
regulation under the Securities Exchange Act of 1934, management
believes the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as the Company will not be
engaged in the business of investing or trading in securities. In
the event the Company engages in business combinations which result
in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the
Investment Company Act of 1940. In such event, the Company would
be required to register as an investment company and could be
expected to incur significant registration and compliance costs.
The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company
under the Investment Company Act of 1940 and, consequently, any
violation of such Act would subject the Company to material adverse
consequences.
Probable Change in Control and Management. A business
combination involving the issuance of the Company's Common Shares
will, in all likelihood, result in shareholders of a private
company obtaining a controlling interest in the Company. Any such
business combination may require management of the Company to sell
or transfer all or a portion of the Company's Common Shares held by
them, or resign as members of the Board of Directors of the
Company. The resulting change in control of the Company could
result in removal of one or more present officers and directors of
the Company and a corresponding reduction in or elimination of
their participation in the future affairs of the Company.
Reduction of Percentage Share Ownership Following Business
Combination. The Company's primary plan of operation is based
upon a business combination with a private concern which, in all
likelihood, would result in the Company issuing securities to
shareholders of any such private company. The issuance of
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previously authorized and unissued Common Shares of the Company
would result in reduction in percentage of shares owned by present
and prospective shareholders of the Company and may result in a
change in control or management of the Company.
Disadvantages of Blank Check Offering. The Company may enter
into a business combination with an entity that desires to
establish a public trading market for its shares. A business
opportunity may attempt to avoid what it deems to be adverse
consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may
include, but are not limited to, time delays of the registration
process, significant expenses to be incurred in such an offering,
loss of voting control to public shareholders and the inability or
unwillingness to comply with various federal and state laws enacted
for the protection of investors.
Taxation. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination the
Company may undertake. Currently, such transactions may be
structured so as to result in tax-free treatment to both companies,
pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize the
federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such
business combination will meet the statutory requirements of a tax-
free reorganization or that the parties will obtain the intended
tax-free treatment upon a transfer of stock or assets. A non-
qualifying reorganization could result in the imposition of both
federal and state taxes which may have an adverse effect on both
parties to the transaction.
Requirement of Audited Financial Statements May Disqualify
Business Opportunities. Management of the Company believes that
any potential business opportunity must provide audited financial
statements for review, for the protection of all parties to the
business combination. One or more attractive business
opportunities may choose to forego the possibility of a business
combination with the Company, rather than incur the expenses
associated with preparing audited financial statements.
Item 2. Plan of Operation
The Company intends to seek to acquire assets or shares of an
entity actively engaged in business which generates revenues, in
exchange for its securities. The Company has no particular
acquisitions in mind and has not entered into any negotiations
regarding such an acquisition. None of the Company's officers,
directors, promoters or affiliates have engaged in any preliminary
contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger between the
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Company and such other company as of the date of this registration
statement.
Depending upon the nature of the relevant business opportunity
and the applicable state statutes relating to the structure which
such transaction is undertaken, the Company's Board of Directors
expects that it will provide the Company's shareholders with
complete disclosure documentation concerning a potential business
opportunity and the structure of the proposed business combination
prior to consummation of the same, which disclosure, if so
undertaken, is expected to be in the form of a proxy or information
statement. While such disclosure may include audited financial
statements of such a target entity, there is no assurance that such
audited financial statements will be available. The Board of
Directors does intend to obtain certain assurances of value of the
target entity assets prior to consummating such a transaction, with
further assurances that an audited statement would be provided
within sixty days after closing of such a transaction. Closing
documents relative thereto will include representations that the
value of the assets conveyed to or otherwise so transferred will
not materially differ from the representations included in such
closing documents, or the transaction will be voidable.
The Company has no full time employees. The Company's
President and Secretary have agreed to allocate a portion of their
time to the activities of the Company, without compensation. These
officers anticipate that the business plan of the Company can be
implemented by their devoting approximately 20 hours per month to
the business affairs of the Company and, consequently, conflicts of
interest may arise with respect to the limited time commitment by
such officers. See "Item 5" hereinbelow.
The Company's officers and directors may, in the future,
become involved with other companies who have a business purpose
similar to that of the Company. As a result, potential conflicts
of interest may arise in the future. If such a conflict does arise
and an officer or director of the Company is presented with
business opportunities under circumstances where there may be a
doubt as to whether the opportunity should belong to the Company or
another "blank check" company they are affiliated with, they will
disclose the opportunity to all such companies. If a situation
arises in which more than one company desires to merge with or
acquire that target company and the principals of the proposed
target company has no preference as to which company will merge or
acquire such target company, the company which first filed a
registration statement with the Securities and Exchange Commission
will be entitled to proceed with the proposed transaction.
General Business Plan
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business
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opportunities presented to it by persons or firms who or which
desire to seek the perceived advantages of an Exchange Act
registered corporation. The Company will not restrict its search
to any specific business, industry, or geographical location and
the Company may participate in a business venture of virtually any
kind or nature. This discussion of the proposed business is
purposefully general and is not meant to be restrictive of the
Company's virtually unlimited discretion to search for and enter
into potential business opportunities. Management anticipates that
it may be able to participate in only one potential business
venture because the Company has nominal assets and limited
financial resources. See "Part F/S, Financial Statements." This
lack of diversification should be considered a substantial risk to
shareholders of the Company because it will not permit the Company
to offset potential losses from one venture against gains from
another.
The Company may seek a business opportunity with entities
which have recently commenced operations, or which wish to utilize
the public marketplace in order to raise additional capital in
order to expand into new products or markets, to develop a new
product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely
risky. Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking
the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms
on which additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of
applicable statutes) for all shareholders and other factors.
Potentially, available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex.
The Company has, and will continue to have, no capital
with which to provide the owners of business opportunities with any
significant cash or other assets. However, management believes the
Company will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and
accounting costs in connection with acquisition of a business
opportunity, including the costs of preparing Form 8-K's, 10-K's or
10-KSB's, agreements and related reports and documents. The
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Securities Exchange Act of 1934 (the "34 Act") specifically
requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited
financial statements to be included within the numerous filings
relevant to complying with the 34 Act. Nevertheless, the officers
and directors of the Company have not conducted market research and
are not aware of statistical data which would support the perceived
benefits of a merger or acquisition transaction for the owners of
a business opportunity.
The analysis of new business opportunities will be
undertaken by, or under the supervision of, the officers and
directors of the Company, none of whom is a professional business
analyst. Management intends to concentrate on identifying
preliminary prospective business opportunities which may be brought
to its attention through present associations of the Company's
officers and directors, or by the Company's shareholders. In
analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and
managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality and
experience of management services which may be available and the
depth of that management; the potential for further research,
development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the
proposed activities of the Company; the potential for growth or
expansion; the potential for profit; the perceived public
recognition of acceptance of products, services, or trades; name
identification; and other relevant factors. Officers and directors
of the Company expect to meet personally with management and key
personnel of the business opportunity as part of their
investigation. To the extent possible, the Company intends to
utilize written reports and personal investigation to evaluate the
above factors. The Company will not acquire or merge with any
company for which audited financial statements cannot be obtained
within a reasonable period of time after closing of the proposed
transaction.
Management of the Company, while not especially experienced in
matters relating to the new business of the Company, shall rely
upon their own efforts and, to a much lesser extent, the efforts of
the Company's shareholders, in accomplishing the business purposes
of the Company. It is not anticipated that any outside consultants
or advisors, except for the Company's legal counsel and
accountants, will be utilized by the Company to effectuate its
business purposes described herein. However, if the Company does
retain such an outside consultant or advisor, any cash fee earned
by such party will need to be paid by the prospective merger/
acquisition candidate, as the Company has no cash assets with which
to pay such obligation. There have been no contracts or agreements
with any outside consultants and none are anticipated in the
future.
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The Company will not restrict its search for any specific
kind of firms, but may acquire a venture which is in its
preliminary or development stage, which is already in operation, or
in essentially any stage of its corporate life. It is impossible
to predict at this time the status of any business in which the
Company may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded,
or may seek other perceived advantages which the Company may offer.
However, the Company does not intend to obtain funds in one or more
private placements to finance the operation of any acquired
business opportunity until such time as the Company has
successfully consummated such a merger or acquisition.
It is anticipated that the Company will incur nominal expenses
in the implementation of its business plan described herein.
Because the Company has no capital with which to pay these
anticipated expenses, present management of the Company will pay
these charges with their personal funds, as interest free loans to
the Company. However, the only opportunity which management has to
have these loans repaid will be from a prospective merger or
acquisition candidate. Management has agreed among themselves that
the repayment of any loans made on behalf of the Company will not
impede, or be made conditional in any manner, to consummation of a
proposed transaction.
Acquisition of Opportunities
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and
shareholders of the Company will no longer be in control of the
Company. In addition, the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by new
directors without a vote of the Company's shareholders or may sell
their stock in the Company. Any terms of sale of the shares
presently held by officers and/or directors of the Company will be
also afforded to all other shareholders of the Company on similar
terms and conditions. Any and all such sales will only be made in
compliance with the securities laws of the United States and any
applicable state.
It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, of
which there can be no assurance, it will be undertaken by the
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surviving entity after the Company has successfully consummated a
merger or acquisition and the Company is no longer considered a
"shell" company. Until such time as this occurs, the Company will
not attempt to register any additional securities. The issuance of
substantial additional securities and their potential sale into any
trading market which may develop in the Company's securities may
have a depressive effect on the value of the Company's securities
in the future, if such a market develops, of which there is no
assurance.
While the actual terms of a transaction to which the
Company may be a party cannot be predicted, it may be expected that
the parties to the business transaction will find it desirable to
avoid the creation of a taxable event and thereby structure the
acquisition in a so-called "tax-free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In
order to obtain tax-free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80% or
more of the voting stock of the surviving entity. In such event,
the shareholders of the Company would retain less than 20% of the
issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and
directors of the Company will meet personally with management and
key personnel, may visit and inspect material facilities, obtain
independent analysis of verification of certain information
provided, check references of management and key personnel, and
take other reasonable investigative measures to the extent of the
Company's limited financial resources and management expertise.
The manner in which the Company participates in an opportunity will
depend on the nature of the opportunity, the respective needs and
desires of the Company and other parties, the management of the
opportunity and the relative negotiation strength of the Company
and such other management.
With respect to any merger or acquisition, negotiations
with target company management is expected to focus on the
percentage of the Company which the target company shareholders
would acquire in exchange for all of their shareholdings in the
target company. Depending upon, among other things, the target
company's assets and liabilities, the Company's shareholders will
in all likelihood hold a substantially lesser percentage ownership
interest in the Company following any merger or acquisition. The
percentage ownership may be subject to significant reduction in the
event the Company acquires a target company with substantial
assets. Any merger or acquisition effected by the Company can be
expected to have a significant dilutive effect on the percentage of
shares held by the Company's then shareholders.
The Company will participate in a business opportunity
only after the negotiation and execution of appropriate written
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agreements. Although the terms of such agreements cannot be
predicted, generally such agreements will require some specific
representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by each of the parties
prior to and after such closing, will outline the manner of bearing
costs, including costs associated with the Company's attorneys and
accountants, will set forth remedies on default and will include
miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge
with any entity which cannot provide independent audited financial
statements within a reasonable period of time after closing of the
proposed transaction. The Company is subject to all of the
reporting requirements included in the 34 Act. Included in these
requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to
be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as the Company's
audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial
statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements
of the 34 Act, or if the audited financial statements provided do
not conform to the representations made by the candidate to be
acquired in the closing documents, the closing documents will
provide that the proposed transaction will be voidable at the
discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision
providing for the acquisition entity to reimburse the Company for
all costs associated with the proposed transaction.
Competition
The Company will remain an insignificant participant among
the firms which engage in the acquisition of business
opportunities. There are many established venture capital and
financial concerns which have significantly greater financial and
personnel resources and technical expertise than the Company. In
view of the Company's combined extremely limited financial
resources and limited management availability, the Company will
continue to be at a significant competitive disadvantage compared
to the Company's competitors.
Item 3. Description of Property
The Company has no properties and at this time has no
agreements to acquire any properties. The Company intends to
attempt to acquire assets or a business in exchange for its
securities, which assets or business is determined to be desirable
for its objectives.
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The Company operates from its offices at Suite 106, 1460
Pandosy St., Kelowna, British Columbia, Canada, which is space is
provided to the Company on a rent free basis by Mr. Hemmerling, an
officer and director of the Company and it is anticipated that this
arrangement will remain until such time as the Company successfully
consummates a merger or acquisition. Management believes that this
space will meet the Company's needs for the foreseeable future.
Item 4. Security Ownership of Certain Beneficial Owners and
Management
The table below lists the beneficial ownership of the
Company's voting securities by each person known by the Company to
be the beneficial owner of more than 5% of such securities, as well
as the securities of the Company beneficially owned by all
directors and officers of the Company. Unless otherwise indicated,
the shareholders listed possess sole voting and investment power
with respect to the shares shown.
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent of
Title of Class Owner Owner Class
- -------------- ------------------ ---------- ----------
Common David Ward 152,000 30.4%
4531 Granville Ave.
Richmond, B.C., Canada
Common Robert Hemmerling 152,000 30.4%
Suite 106
1460 Pandosy St.
Kelowna, B.C., Canada
Common All Officers and 304,000 60.8%
Directors as a
Group (2 persons)
The balance of the Company's outstanding Common Shares are
held by 8 persons.
Item 5. Directors, Executive Officers, Promoters and Control
Persons.
The directors and officers of the Company are as follows:
Name Age Position
- ---- --- --------
David Ward 37 President, Director
Robert Hemmerling 38 Secretary, Treasurer,
Director
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The above listed officers and directors will serve until the
next annual meeting of the shareholders or until their death,
resignation, retirement, removal, or disqualification, or until
their successors have been duly elected and qualified. Vacancies
in the existing Board of Directors are filled by majority vote of
the remaining Directors. Officers of the Company serve at the will
of the Board of Directors. There are no other family relationship
between any executive officer and director of the Company.
Resumes
David Ward, President and a director of the Company, was
appointed to his positions with the Company in August 1997. In
addition to his positions with the Company, since July 1992 Mr.
Ward has been self-employed as a business consultant, providing
management consulting services for various private companies in the
construction and service industries. Mr. Ward received a Bachelors
Degree in Commerce from the University of British Columbia in 1984
and a Professional Teaching Certificate from the University of
British Columbia in 1987. He devotes only such time as necessary
to the business of the Company, which time is expected to be
nominal.
Robert Hemmerling, Secretary, Treasurer and a director, was
appointed to his positions with the Company in August 1997. In
addition to his positions with the Company, since September 1996,
Mr. Hemmerling has been employed with Strathmore Resources, Ltd.,
Kelowna, British Columbia in the investor relations department.
Strathmore Resources is engaged in the business of acquiring and
developing uranium properties. Prior, from January 1996 through
August 1996, Mr. Hemmerling was unemployed. From January 1992
through December 1995, Mr. Hemmerling was an electrician with
Concord Electric, Kelowna, British Columbia. He devotes only such
time as necessary to the business of the Company, which time is
expected to be nominal.
Prior "Blank Check" Experience
None of the Company's officers and/or directors have had any
direct experience in identifying emerging companies for investment
and/or business combinations.
Conflicts of Interest
Members of the Company's management are associated with other
firms involved in a range of business activities. Consequently,
there are potential inherent conflicts of interest in their acting
as officers and directors of the Company. Insofar as the officers
and directors are engaged in other business activities, management
anticipates it will devote only a minor amount of time to the
Company's affairs.
15
<PAGE>
The officers and directors of the Company are now and may in
the future become shareholders, officers or directors of other
companies which may be formed for the purpose of engaging in
business activities similar to those conducted by the Company.
Accordingly, additional direct conflicts of interest may arise in
the future with respect to such individuals acting on behalf of the
Company or other entities. Moreover, additional conflicts of
interest may arise with respect to opportunities which come to the
attention of such individuals in the performance of their duties or
otherwise. The Company does not currently have a right of first
refusal pertaining to opportunities that come to management's
attention insofar as such opportunities may relate to the Company's
proposed business operations.
The officers and directors are, so long as they are officers
or directors of the Company, subject to the restriction that all
opportunities contemplated by the Company's plan of operation which
come to their attention, either in the performance of their duties
or in any other manner, will be considered opportunities of, and be
made available to the Company and the companies that they are
affiliated with on an equal basis. A breach of this requirement
will be a breach of the fiduciary duties of the officer or
director. If the Company or the companies in which the officers
and directors are affiliated with both desire to take advantage of
an opportunity, then said officers and directors would abstain from
negotiating and voting upon the opportunity. However, all
directors may still individually take advantage of opportunities if
the Company should decline to do so. Except as set forth above,
the Company has not adopted any other conflict of interest policy
with respect to such transactions.
Investment Company Act of 1940
Although the Company will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of 1934,
management believes the Company will not be subject to regulation
under the Investment Company Act of 1940 insofar as the Company
will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business
combinations which result in the Company holding passive investment
interests in a number of entities, the Company could be subject to
regulation under the Investment Company Act of 1940. In such
event, the Company would be required to register as an investment
company and could be expected to incur significant registration and
compliance costs. The Company has obtained no formal determination
from the Securities and Exchange Commission as to the status of the
Company under the Investment Company Act of 1940 and, consequently,
any violation of such Act would subject the Company to material
adverse consequences.
16
<PAGE>
Item 6. Executive Compensation.
None of the Company's officers and/or directors receive any
compensation for their respective services rendered unto the
Company, nor have they received such compensation in the past.
They all have agreed to act without compensation until authorized
by the Board of Directors, which is not expected to occur until the
Company has generated revenues from operations after consummation
of a merger or acquisition. As of the date of this registration
statement, the Company has no funds available to pay directors.
Further, none of the directors are accruing any compensation
pursuant to any agreement with the Company.
It is possible that, after the Company successfully
consummates a merger or acquisition with an unaffiliated entity,
that entity may desire to employ or retain one or a number of
members of the Company's management for the purposes of providing
services to the surviving entity or otherwise provide other
compensation to such persons. However, the Company has adopted a
policy whereby the offer of any post-transaction remuneration to
members of management will not be a consideration in the Company's
decision to undertake any proposed transaction. Each member of
management has agreed to disclose to the Company's Board of
Directors any discussions concerning possible compensation to be
paid to them by any entity which proposes to undertake a
transaction with the Company and further, to abstain from voting on
such transaction. Therefore, as a practical matter, if each member
of the Company's Board of Directors is offered compensation in any
form from any prospective merger or acquisition candidate, the
proposed transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to
affirmatively approve such a transaction.
It is possible that persons associated with management may
refer a prospective merger or acquisition candidate to the Company.
In the event the Company consummates a transaction with any entity
referred by associates of management, it is possible that such an
associate will be compensated for their referral in the form of a
finder's fee. It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part
of the terms of the proposed transaction, or will be in the form of
cash consideration. However, if such compensation is in the form
of cash, such payment will be tendered by the acquisition or merger
candidate, because the Company has insufficient cash available.
The amount of such finder's fee cannot be determined as of the date
of this registration statement, but is expected to be comparable to
consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either
directly or indirectly, as a result of their respective efforts to
implement the Company's business plan outlined herein.
17
<PAGE>
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
Item 7. Certain Relationships and Related Transactions.
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-B.
Item 8. Description of Securities.
The Company's authorized capital stock consists of 75,000,000
shares, of which 25,000,000 are preferred shares, par value $.001
per share and 50,000,000 shares of Common Stock, par value $.001
per share. There are 500,000 Common Shares issued and outstanding
as of the date of this filing.
Common Stock. All shares of Common Stock have equal voting
rights and, when validly issued and outstanding, are entitled to
one vote per share in all matters to be voted upon by shareholders.
The shares of Common Stock have no preemptive, subscription,
conversion or redemption rights and may be issued only as fully
paid and nonassessable shares. Cumulative voting in the election
of directors is not permitted, which means that the holders of a
majority of the issued and outstanding shares of Common Stock
represented at any meeting at which a quorum is present will be
able to elect the entire Board of Directors if they so choose and,
in such event, the holders of the remaining shares of Common Stock
will not be able to elect any directors. In the event of
liquidation of the Company, each shareholder is entitled to receive
a proportionate share of the Company's assets available for
distribution to shareholders after the payment of liabilities and
after distribution in full of preferential amounts, if any. All
shares of the Company's Common Stock issued and outstanding are
fully paid and nonassessable. Holders of the Common Stock are
entitled to share pro rata in dividends and distributions with
respect to the Common Stock, as may be declared by the Board of
Directors out of funds legally available therefor.
Preferred Shares. Shares of Preferred Stock may be issued
from time to time in one or more series as may be determined by the
Board of Directors. The voting powers and preferences, the
relative rights of each such series and the qualifications,
limitations and restrictions thereof shall be established by the
Board of Directors, except that no holder of Preferred Stock shall
have preemptive rights. The Company has no shares of Preferred
Stock outstanding, and the Board of Directors does not plan to
issue any shares of Preferred Stock for the foreseeable future,
unless the issuance thereof shall be in the best interests of the
Company.
18
<PAGE>
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as
the Company has successfully implemented its business plan
described herein. Relevant thereto, each shareholder of the
Company has executed and delivered a "lock-up" letter agreement,
affirming that they shall not sell their respective shares of the
Company's common stock until such time as the Company has
successfully consummated a merger or acquisition and the Company is
no longer classified as a "blank check" company. In order to
provide further assurances that no trading will occur in the
Company's securities until a merger or acquisition has been
consummated, each shareholder has agreed to place their respective
stock certificate with the Company's legal counsel, Andrew I.
Telsey, P.C., who will not release these respective certificates
until such time as legal counsel has confirmed that a merger or
acquisition has been successfully consummated. However, while
management believes that the procedures established to preclude any
sale of the Company's securities prior to closing of a merger or
acquisition will be sufficient, there can be no assurances that the
procedures established relevant herein will unequivocally limit any
shareholder's ability to sell their respective securities before
such closing.
PART II
Item 1. Market Price for Common Equity and Related Stockholder
Matters.
There is no trading market for the Company's Common Stock at
present and there has been no trading market to date. Management
has not undertaken any discussions, preliminary or otherwise, with
any prospective market maker concerning the participation of such
market maker in the aftermarket for the Company's securities and
management does not intend to initiate any such discussions until
such time as the Company has consummated a merger or acquisition.
There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.
a. Market Price. The Company's Common Stock is not quoted at
the present time.
The Securities and Exchange Commission has adopted a Rule
which established the definition of a "penny stock," for purposes
relevant to the Company, as any equity security that has a market
price of less than $5.00 per share or with an exercise price of
less than $5.00 per share, subject to certain exceptions. For any
transaction involving a penny stock, unless exempt, the rules
require: (i) that a broker or dealer approve a person's account for
19
<PAGE>
transactions in penny stocks; and (ii) the broker or dealer receive
from the investor a written agreement to the transaction, setting
forth the identity and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny
stocks, the broker or dealer must (i) obtain financial information
and investment experience and objectives of the person; and (ii)
make a reasonable determination that the transactions in penny
stocks are suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker
or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth
the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a
signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks of
investing in penny stock in both public offering and in secondary
trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in
cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for
the penny stock held in the account and information on the limited
market in penny stocks.
The National Association of Securities Dealers, Inc. (the
"NASD") which administers NASDAQ, has recently made changes in the
criteria for continued NASDAQ eligibility. In order to continue to
be included on NASDAQ, a company must maintain $2,000,000 in total
assets, a $200,000 market value of its publicly-traded securities
and $1,000,000 in total capital and surplus. In addition,
continued inclusion requires two market-makers and a minimum bid
price of $1.00 per share, provided, however, that if a company
falls below such minimum bid price it will remain eligible for
continued inclusion on NASDAQ if the market value of its publicly
traded securities is at least $1,000,000 and the Company has
$2,000,000 in capital and surplus.
Management intends to strongly consider undertaking a
transaction with any merger or acquisition candidate which will
allow the Company's securities to be traded without the aforesaid
limitations. However, there can be no assurances that, upon a
successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange,
or be able to maintain the maintenance criteria necessary to insure
continued listing. The failure of the Company to qualify its
securities or to meet the relevant maintenance criteria after such
qualification in the future may result in the discontinuance of the
inclusion of the Company's securities on a national exchange. In
such events, trading, if any, in the Company's securities may then
continue in the non-NASDAQ over-the-counter market. As a result,
20
<PAGE>
a shareholder may find it more difficult to dispose of, or to
obtain accurate quotations as to the market value of, the Company's
securities.
b. Holders. There are ten (10) holders of the Company's
Common Stock. In May 1993, the Company issued 300 of its Common
Shares for cash, services and expenses valued at $1.00 per share
($300.00). In October 1995, the Company issued an additional 700
shares to one person for cash and services valued at $1.00 per
share ($700.00). Subsequently, in August 1997, the Company
undertook a forward split of its issued and outstanding common
stock, whereby 500 shares of common stock were issued in exchange
for every 1 share then issued and outstanding. All of the issued
and outstanding shares of the Company's Common Stock were issued in
accordance with the exemption from registration afforded by Section
4(2) of the Securities Act of 1933.
As of the date of this report, all of the Company's Common
Stock are eligible for sale under Rule 144 promulgated under the
Securities Act of 1933, as amended, subject to certain limitations
included in said Rule. In general, under Rule 144, a person (or
persons whose shares are aggregated), who has satisfied a one year
holding period, under certain circumstances, may sell within any
three-month period a number of shares which does not exceed the
greater of one percent of the then outstanding Common Stock or the
average weekly trading volume during the four calendar weeks prior
to such sale. Rule 144 also permits, under certain circumstances,
the sale of shares without any quantity limitation by a person who
has satisfied a two-year holding period and who is not, and has not
been for the preceding three months, an affiliate of the Company.
c. Dividends. The Company has not paid any dividends to
date, and has no plans to do so in the immediate future.
Item 2. Legal Proceedings.
There is no litigation pending or threatened by or against
the Company.
Item 3. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.
The Company has not changed accountants since its
formation and there are no disagreements with the findings of said
accountants.
Item 4. Recent Sales of Unregistered Securities.
The Company has not issued any of its securities during the
three year period preceding the date of this Registration
Statement. All of the shares of Common Stock of the Company
previously issued have been issued for investment purposes in a
21
<PAGE>
"private transaction" and are "restricted" shares as defined in
Rule 144 under the Securities Act of 1933, as amended (the "Act").
These shares may not be offered for public sale except under Rule
144, or otherwise, pursuant to the Act.
As of the date of this report, all of the issued and
outstanding shares of the Company's Common Stock are eligible for
sale under Rule 144 promulgated under the Securities Act of 1933,
as amended, subject to certain limitations included in said Rule.
However, all of the shareholders of the Company have executed and
delivered a "lock-up" letter agreement which provides that each
such shareholder shall not sell their respective securities until
such time as the Company has successfully consummated a merger or
acquisition. Further, each shareholder has placed their respective
stock certificate with the Company's legal counsel, Andrew I.
Telsey, P.C., who has agreed not to release any of the certificates
until the Company has closed a merger or acquisition. Any
liquidation by the current shareholders after the release from the
"lock-up" selling limitation period may have a depressive effect
upon the trading prices of the Company's securities in any future
market which may develop.
In general, under Rule 144, a person (or persons whose shares
are aggregated) who has satisfied a one year holding period, under
certain circumstances, may sell within any three-month period a
number of shares which does not exceed the greater of one percent
of the then outstanding Common Stock or the average weekly trading
volume during the four calendar weeks prior to such sale. Rule 144
also permits, under certain circumstances, the sale of shares
without any quantity limitation by a person who has satisfied a
two-year holding period and who is not, and has not been for the
preceding three months, an affiliate of the Company.
Item 5. Indemnification of Directors and Officers.
Article VII of the Articles of Incorporation of the
Company, as amended, sets forth certain indemnification rights.
The Articles of Incorporation of the Company provide that the
Company shall possess and may exercise all powers of
indemnification of officers, directors, employees, agents and other
persons and all powers and authority incidental thereto. The
Company's Board of Directors is authorized and empowered to
exercise all of the Company's powers of indemnification, without
shareholder action. The assets of the Company could be used or
attached to satisfy any such liabilities subject to such
indemnification. See Exhibit 3.1 hereto.
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to officers, directors or persons
controlling the Company pursuant to the foregoing, the Company has
been informed that in the opinion of the U.S. Securities and
22
<PAGE>
Exchange Commission such indemnification is against public policy
as expressed in the 1933 Act, and is therefore unenforceable.
PART F/S
Financial Statements.
The following financial statements are attached to this report
and filed as a part thereof. See page 24.
1) Table of Contents - Financial Statements
2) Independent Auditor's Report
3) Balance Sheet
4) Statement of Operations
5) Statement of Cash Flows
6) Statement of Shareholders' Equity
7) Notes to Financial Statements
23
<PAGE>
LBF CORPORATION
Audited Financial Statements
For the Fiscal Years Ended June 30, 1997 and 1996
and the Period February 17, 1993 (Inception)
through June 30, 1997
and
Unaudited Financial Statements
For the Period Ended September 30, 1997
24
<PAGE>
LBF Corporation
TABLE OF CONTENTS
Page
Independent Auditors' Report F-1
Financial Statements
Balance Sheet F-2
Statement of Operations F-3
Statement of Cash Flow F-4
Statement of Shareholders' Equity F-5
Notes to the Financial Statements F-6 to F-8
25
<PAGE>
Kish Leake & Associates, P.C.
Certified Public Accountants
J.D. Kish, C.P.A., M.B.A. 7901 E. Belleview Ave., Suite 220
James D. Leake, C.P.A., M.T. Englewood, Colorado 80111
------------------- Telephone (303) 779-5006
Facsimile (303) 779-5724
Independent Auditors' Report
We have audited the accompanying balance sheet of LBF Corporation
(a Developmental Stage Company), as of June 30, 1997 and the
related statements of income, shareholders' equity, and cash flows
for the fiscal years ended June 30, 1997 and 1996 and period
February 17, 1993 (Inception) through June 30, 1997. 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 generally accepted
auditing standards. 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 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 LBF
Corporation at June 30, 1997 and the results of its operations and
its cash flows for the fiscal years ended June 30, 1997 and 1996
and the period February 17, 1993 (Inception) through June 30, 1997
in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 5, the Company is in the development stage and has no
operations as of June 30, 1997. The deficiency in working capital
as of June 30, 1997 raises substantial doubt about its ability to
continue as a going concern. Management's plans concerning these
matters are described in Note 5. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
s/Kish Leake & Associates, P.C.
Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
November 18, 1997
-1-
26
<PAGE>
<TABLE>
LBF Corporation
(A Development Stage Company)
Balance Sheet
___________________________________________________________________
<CAPTION>
Unaudited
September June
30, 1997 30, 1997
--------- --------
<S> <C> <C>
ASSETS $ 0 $ 0
--------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES - Accounts Payable 0 0
--------- --------
SHAREHOLDERS' EQUITY *
Preferred Stock, $.001 Par Value
Authorized 25,000,000 Shares; Issued
And Outstanding -0- Shares 0 0
Common Stock, $.001 Par Value
Authorized 50,000,000 Shares; Issued
And Outstanding 500,000 Shares 500 500
Additional Paid In Capital On Preferred Stock 10,010 10,010
Deficit Accumulated During The Development Stage (10,510) (10,510)
TOTAL SHAREHOLDERS' EQUITY 0 0
--------- --------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 0 $ 0
========= ========
<FN>
* - Restated See Note 2
The Accompanying Notes Are An Integral Part Of These Financial
Statements.
</TABLE>
F-2
27
<PAGE>
<TABLE>
LBF Corporation
(A Development Stage Company)
Statement Of Operations
___________________________________________________________________
<CAPTION>
Unaudited
February
17, 1993
(Inception)
Unaudited Through
September June June September
30, 1997 30, 1997 30, 1996 30, 1997
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Revenue $ 0 $ 0 $ 0 $ 0
-------- -------- -------- ---------
Expenses:
Legal 0 0 10,000 10,000
Office 0 0 0 510
-------- -------- -------- ---------
Total 0 0 10,000 10,510
-------- -------- -------- ---------
Net (Loss) $ 0 $ 0 ($ 10,000) ($ 10,510)
======== ======== ======== =========
Net (Loss) Per
Common Share $ 0.00 $ 0.00 ($ 0.02) ($ 0.02)
======== ======== ======== =========
Common Shares Outstanding 500,000 500,000 500,000 500,000
======== ======== ======== =========
<FN>
* - Restated See Note 2
The Accompanying Notes Are An Integral Part Of These Financial
Statements.
</TABLE>
F-3
28
<PAGE>
<TABLE>
LBF Corporation
(A Development Stage Company)
Statement Of Cash Flows
________________________________________________________________________
<CAPTION>
February
17, 1993
(Inception)
Unaudited Through
September June June June
30, 1997 30, 1997 30, 1996 30, 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net (Loss) Accumulated During
The Development Stage $ 0 $ 0 ($ 10,000) ($ 10,510)
Expenses Paid By Shareholder's 10,000
Issuance Of Common Stock Not For
Services 0 0 0 510
-------- -------- -------- --------
Cash Flows From Operations 0 0 0 (10,000)
-------- -------- -------- --------
Cash Flows From Financing
Activities:
0 0 0 0
-------- -------- -------- --------
Cash Flows From Financing 0 0 0 0
-------- -------- -------- --------
Cash Flows From Investing
Activities:
0 0 0 0
-------- -------- -------- --------
Cash Flows From Investing 0 0 0 0
-------- -------- -------- --------
Net Increase In Cash 0 0 0 0
Cash At Beginning Of Period 0 0 0 0
-------- -------- -------- --------
Cash At End Of Period $ 0 $ 0 $ 0 $ 0
======== ======== ======== ========
Non - Cash Activities:
Stock Issued For Cash
Advances & Services $ 0 $ 0 $ 510
======== ======== ========
Expenses Paid By Shareholder's
On Behalf Of the Company $ 0 $ 10,000 $ 510
======== ======== ========
<FN>
The Accompanying Notes Are An Integral Part Of These Financial
Statements.
</TABLE>
F-4
29
<PAGE>
<TABLE>
LBF Corporation
(A Development Stage Company)
Statement Of Shareholders' Equity
________________________________________________________________________
<CAPTION>
Deficit
Capital Accumulated
Number Of Paid In During The
Common Common Excess Of Development
Shares Stock Par Value Stage Total
------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C>
Balance At
February 17, 1993 0 $ 0 $ 0 $ 0 $ 0
Issuance Of Common Stock:
May 1993 for Cash
Advances Made on Behalf
of the Company & Services
at $.002 Per Share * 150,000 150 150 300 0
Net (Loss) (300) (300)
------- ------- ------- -------- -------
Balance At June 30,
1993 and 1994 150,000 150 150 (300) 0
Issuance Of Common Stock:
October 1995 for
Cash Advances Made
on Behalf of the
Company & Services
at $.30 Per Share * 350,000 350 (140) 0 210
Net (Loss) (210) (210)
------- ------- ------- -------- -------
Balance At June 30, 1995 500,000 $ 500 $ 10 ($ 510) $ 0
Expenses Paid By
Shareholder's on
Behalf of the Company 10,000 10,000
Net (Loss) ( 10,000) (10,000)
-------- ------- ------- -------- -------
Balance At June 30, 1997 500,000 $ 500 $10,010 ($ 10,510) $ 0
Net (Loss) 0 0
-------- ------- ------- -------- -------
Unaudited Balance At
September 30, 1997 500,000 $ 500 $10,010 ($ 10,510) $ 0
======== ======= ======= ======== =======
<FN>
* - Restated See Note 2
The Accompanying Notes Are An Integral Part Of These Financial Statements.
</TABLE>
F-5
30
<PAGE>
LBF Corporation
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended June 30, 1997 and 1996
Note 1 - Organization and Summary of Significant Accounting
Policies
Organization:
On February 17, 1993, LBF Corporation (the Company) was
incorporated under the laws of Nevada to engage in any lawful
business allowed by the sate of Nevada.
Development Stage:
The company entered the Development stage in accordance with SFAS
No. 7 on February 17, 1993. Its purpose is to evaluate, structure
and complete a merger with, or acquisition a privately owned
corporation.
Statement of Cash Flows:
For the purpose of the statement of cash flows, the company
considers demand deposits and highly liquid-debt instruments
purchased with a maturity of three months or less to be cash
equivalents.
Cash paid for interest in fiscal year ended June 30, 1997 and 1996
was $-0-. Cash paid for income taxes in fiscal year ended June 30,
1997 and 1996 was $-0-.
Net (Loss) per Common Share:
Net (Loss) per common share is computed by dividing the net loss
for the period by the number of shares outstanding at June 30, 1997
and 1996.
Use of Estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts.
Actual results could differ from those estimates.
F-6
31
<PAGE>
LBF Corporation
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended June 30, 1997 and 1996
Note 2 - Capital Stock and Capital in Excess of Par Value
The Company initially authorized 2,500 shares of no par value
common stock. In May 1993, the company issued 300 shares of common
stock valued at $300 or $1.00 per share for services and cash
advances paid on behalf of the Company. In October 1995 the company
issued 700 shares of common stock valued at $210 or $.30 per share
for services and cash advances paid on behalf of the Company.
In August 1996 the Company's board of directors and shareholder's
authorized an increase in the Company's authorized stock to
50,000,000 shares of $.001 par value common stock and 25,000,000
shares of $.001 par value preferred stock with preferences to be
determined by the board of directors at the time of issuance.The
Secretary Of State of the State of Nevada issued a Certificate of
Amendment to the Articles of Incorporation in September 1997
relative to the increase in the authorized shares of stock.
In August 1997 the board of directors of the Company approved a 500
to 1 forward split making the outstanding common stock equal to
500,000 shares.
Note 3 - Related Party Events
The Company maintains a mailing address at a shareholders place of
business. This address is located at Suite 106, 1460 Pandosy
Street, Kelowna, British Columbia V1Y 1P3. At this time the
Company has no need for an office other than to maintain a mailing
address. Management has incurred a minimal amount of time and
expense on behalf of the Company.
Note 4 - Income Taxes
At June 30, 1997, the company had net operating loss carryforwards
available for financial statement and Federal income tax purposes
of approximately $300 which, if not used, will expire in the year
2008.
The Company follows Financial Accounting Standards Board Statement
No. 109, "Accounting for Income Taxes" (SFAS #109), which requires,
among other things, an asset and liability approach to calculating
deferred income taxes. As of June 30, 1997, the Company has a
deferred tax asset of $6 primarily for its net operating loss
carryforward which has been fully reserved through a valuation
allowance. The change in the valuation allowance for June 30, 1997
is $-0-.
F-7
32
<PAGE>
LBF Corporation
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended June 30, 1997 and 1996
Note 5 - Basis of Presentation
In the course of its development activities the Company has
sustained continuing losses and expects such losses to continue for
the foreseeable future. The Company's management plans on
advancing funds on an as needed basis and in the longer term,
revenues from the operations of a merger candidate, if found. The
Company's ability to continue as a going concern is dependent on
these additional management advances, and, ultimately, upon
achieving profitable operations through a merger candidate.
Note 6 - Subsequent Events
The Company will be filing a Form 10 with the Securities and
Exchange Commission to become a 34 Act reporting company.
In August 1996 the Company's board of directors and shareholder's
authorized an increase in the Company's authorized stock to
50,000,000 shares of $.001 par value common stock and 25,000,000
shares of $.001 par value preferred stock with preferences to be
determined by the board of directors at the time of issuance.The
Secretary Of State of the State of Nevada issued a Certificate of
Amendment to the Articles of Incorporation in September 1997
relative to the increase in the authorized shares of stock.
In August 1997 the board of directors of the Company approved a 500
to 1 forward split making the outstanding common stock equal to
500,000 shares.
F-8
33
<PAGE>
PART IV
Item 1. Exhibit Index
No. Sequential
Page No.
(3) Articles of Incorporation and Bylaws.
3.1 Articles of Incorporation 35
3.2 Amendment to Articles of Incorporation 47
3.3 Bylaws 51
(4) Instruments Defining the Rights of Holders
4.1 Form of Lock-up Agreement Executed by the
Company's Shareholders 64
(27) Financial Data Schedule
27.1 Financial Data Schedule 67
34
<PAGE>
LBF CORPORATION
_________________________________
EXHIBIT 3.1
_________________________________
ARTICLES OF INCORPORATION
_________________________________
35
<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
FEB 17 1993
CHERYL A. LAU SECRETARY OF STATE
s/Cheryl A. Lau
No. 1569-93 ARTICLES OF INCORPORATION
----------------
OF
LBF CORPORATION
a Nevada Corporation
I, the undersigned, being the original incor-
porator herein named, for the purpose of forming a cor-
poration under the general corporation laws of the state
of Nevada, to do business both within and without the
state of Nevada, do make and file these Articles of
Incorporation hereby declaring and certifying that the
facts herein stated are true:
ARTICLE I
NAME
The name of the corporation is:
LBF CORPORATION
ARTICLE II
RESIDENT AGENT & REGISTERED OFFICE
Section 2.01 Resident Agent. The name and
address of the resident agent for service of process is
NETZORG, RALEIGH, HUNT & McGARRY, P.C., 301 East Clark
Avenue, Suite 700, Las Vegas, Nevada 89101.
36
<PAGE>
Section 2.02 Registered Office. The address
of its registered office is 301 East Clark Avenue, Suite
700, Las Vegas, Nevada 89101.
Section 2.03 Other Offices. The corporation
may also maintain offices for the transaction of any
business at such other places within or without the state
of Nevada as it may from time to time determine.
Corporate business of every kind and nature may be
conducted, and meetings of directors and stockholders
held outside the state of Nevada with the same effect as
if in the state of Nevada.
ARTICLE III
SHARES OF STOCK
The amount of the total authorized capital
stock of this corporation is Two Thousand Five Hundred
shares (2,500). All such stock shall be designated as
Common Stock. The Common Stock may be issued from time
to time without action by the stockholders. The Common
Stock may be issued for such consideration as may be
fixed from time to time by the Board of Directors.
The Board of Directors may issue such shares of
Common Stock in one or more series, at such price and in
2
37
<PAGE>
such number of each series with such voting powers,
designations, preferences and rights or qualifications,
limitations or restrictions thereof as shall be stated in
the resolution or resolutions adopted by them.
ARTICLE IV
DIRECTORS
Section 4.01 Governing Board. The members of
the governing board of the corporation shall be styled as
directors.
Section 4.02 Initial Board of Directors. The
initial Board of Directors shall consist of three (3)
members. The names and addresses of the initial members
of the Board of Directors are as follows:
NAME ADDRESS
Stanley Lowenbraun 250 E. Liberty St.
Louisville, Kentucky 40202
Eric Fisher 2065 Majestic Peak
Henderson, Nevada 89014
Sheldon Benden 48 South Service Rd
Melville, New York 11747
3
38
<PAGE>
These individuals shall serve as Directors until the
first annual meeting of the stockholders or until their
successors shall have been elected and qualified.
Section 4.03 Change in Number of Directors.
The number of specific or total directors may be
increased or decreased by a duly adopted amendment to the
Bylaws of the corporation.
ARTICLE V
INCORPORATOR
The name and address of the incorporator is
Timothy J. McGarry, 301 East Clark Avenue, Suite 700, Las
Vegas, Nevada 89101.
ARTICLE VI
DIRECTORS' AND OFFICERS' LIABILITY
A director or officer of the corporation shall
not be personally liable to this corporation or its
stockholders for damages for breach of fiduciary duty as
a director or officer, but this article shall not
eliminate or limit the liability of a director or officer
for (i) acts or omissions which involve intentional
4
39
<PAGE>
misconduct, fraud or a knowing violation of law or (ii)
the payment of distributions in violation of NRS 78.300.
Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective
only, and shall not adversely affect any limitation on
the personal liability of a director or officer of the
corporation for acts or omissions prior to such repeal
or modification.
ARTICLE VII
INDEMNITY
Every person who was or is a party to, or is
threatened to be made a party to, or is involved in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact
that he, or a person of whom he is the legal
representative, is or was a director or officer of the
corporation, or is or was serving at the request of the
corporation as a director or officer of another
corporation, or as its representative in a partnership,
joint venture, trust or other enterprise, shall be
indemnified and held harmless to the fullest extent
legally permissible under the laws of the state of Nevada
5
40
<PAGE>
from time to time against all expenses, liability and
loss (including attorneys' fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith.
Such right of indemnification shall be contract right
which may be enforced in any manner desired by such
person. The expenses of officers and directors incurred
in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are
incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled
to be indemnified by the corporation. Such right of
indemnification shall not be exclusive of any other right
which such directors, officers or representatives may
have or hereafter acquire, and, without limiting the
generality of such statement, they shall be entitled to
their respective rights of indemnification under any by-
law, agreement, vote of stockholders, provision of law,
or otherwise, as well as their rights under this Article.
6
41
<PAGE>
Without limiting the application of the forego-
ing, the Board of Directors may adopt by-laws from time
to time with respect to indemnification, to provide at
all times the fullest indemnification permitted by the
laws of the state of Nevada, and may cause the
corporation to purchase and maintain insurance on behalf
of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the
corporation as director or officer of another
corporation, or as its representative in a partnership,
joint venture, trust or other enterprises against any
liability asserted against such person and incurred in
any such capacity or arising out of such status, whether
or not the corporation would have the power to indemnify
such person.
The indemnification provided in this Article
shall continue as to a person who has ceased to be
a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of
such person.
7
42
<PAGE>
ARTICLE VIII
AMENDMENTS
This corporation reserves the right to amend,
alter, change, or repeal any provision contained in these
Articles of Incorporation or its Bylaws, in the manner
now or hereafter prescribed by statute or by these
Articles of Incorporation or said Bylaws, and all rights
conferred upon the stockholders are granted subject to
this reservation.
ARTICLE IX
POWERS OF DIRECTORS
In furtherance, and not in limitation of the
powers conferred by statute, the Board of Directors is
expressly authorized:
(1) Subject to the Bylaws, if any, adopted by
the stockholders, to make, alter or repeal the Bylaws of
the corporation;
(2) To authorize and cause to be executed
mortgages and liens, with or without limit as to amount,
upon the real and personal property of the corporation;
8
43
<PAGE>
(3) To authorize the guaranty by the
corporation of securities, evidences of indebtedness and
obligations of other persons, corporations and business
entities;
(4) To set apart out of any of the funds of the
corporation available for dividends a reserve or reserves
for any proper purpose and to abolish any such reserve;
and
(5) By resolution adopted by a majority of the
whole board, to designate one or more committees, each
committee to consist of one or more of the directors of
the corporation, which, to the extent provided in the
resolution or in the Bylaws of the corporation, shall
have and may exercise the powers of the Board of
Directors in the management of the business and affairs
of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require
it. Such committee or committees shall have such name or
names as may be stated in the Bylaws of the corporation
or as may be determined from time to time by resolution
adopted by the Board of Directors.
9
44
<PAGE>
All corporate powers of the corporation shall
be exercised by the Board of Directors except as
otherwise provided herein or by law.
IN WITNESS WHEREOF, I have hereunto set my hand
this 16th day of February, 1993, hereby declaring and
certifying that the facts stated hereinabove are true.
s/Timothy J. McGarry
------------------------------
Timothy J. McGarry,
Incorporator
ACKNOWLEDGMENT
STATE OF NEVADA )
) ss.
COUNTY OF CLARK )
On this 16th day of February, 1993, personally
appeared before me, a Notary Public, Timothy J. McGarry,
who acknowledged to me that he
10
45
<PAGE>
executed the foregoing instrument.
NOTARY PUBLIC-STATE OF NEVADA s/Angela B. Vanderpool
MY APPOINTMENT RECORDED IN ----------------------------
CLARK COUNTY NOTARY PUBLIC in and for
ANGELA B. VANDERPOOL said County and State
My Appointment Expires 10-20-96
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
In the matter of LBF CORPORATION
We, NETZORG, RALEIGH, HUNT, & McGARRY, P.C. with
address at Suite 700, Street 301 E. CLARK AVENUE, Town of
LAS VEGAS, County of CLARK, Zip Code 89101, state of
NEVADA, hereby accept the appointment as Resident Agent
of the above-entitled corporation in accordance with NRS
78.090.
Furthermore, that the mailing address for the
above registered office is 301 E. CLARK AVENUE, LAS
VEGAS, Zip Code 89101, state of Nevada.
IN WITNESS WHEREOF, we hereunto set our hand
this 16th day of February, 1993.
NETZORG, RALEIGH, HUNT
& McGARRY, P.C.
By: s/Timothy J. McGarry
---------------------------
Timothy J. McGarry
11
46
<PAGE>
LBF CORPORATION
_________________________________
EXHIBIT 3.2
_________________________________
AMENDMENT TO ARTICLES OF INCORPORATION
_________________________________
47
<PAGE>
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock) Filed by:
LBF CORPORATION
---------------------------------
We the undersigned President and
---------------------------------------------------
President or Vice President
Secretary of LBF CORPORATION
- --------------------------------------------- ------------------------------
Secretary or Assistant Secretary Name of Corporation
do hereby certify:
That the Board of Directors of said corporation at a meeting duly convened,
held on the 30th day of August , 19 96 , adopted a resolution to amend
--------- ---------- ------
original articles as follows:
Article III is hereby amended to read as follows:
--------
See annexed Article III.
The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 1,000; that the said change(s)
--------
and amendment have been consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon.
s/Hans Podzun s/David Ward
- ------------------------------------ ------------------------------------
As to the signature only of David President or Vice President
Ward signed before me on September David Ward, President
17th, 1997 at Richmond, British
Columbia. s/HP s/Robert Hemmerling
------------------------------------
Permanent Commission NOTARY PUBLIC Secretary or Assistant Secretary
630-4400 Hazelbridge Way Robert Hemmerling, Secretary
Richmond, BC V6X 3R8
Phone: (804) 273-1101
A Commissioner of Oaths in
and for British Columbia
Province of British Columbia, Canada )
) ss.
City of Kelowna )
On Sept 11/97 , personally appeared before me, a Notary Public,
-----------------
Robert Hemmerling , who acknowledged that he executed
- ----------------------------------------
the above instrument.
s/Lee C. Turner
------------------------------------
Signature of Notary
Lee C. Turner
(Notary Stamp or Seal) Barrister & Solicitor
200-537 Leon Avenue
Kelowna, B.C. V1Y 2A9
48
<PAGE>
ARTICLE III
SHARES OF STOCK
The total number of shares of all classes which the corporation shall have
authority to issue is 75,000,000 of which 25,000,000 shall be Preferred Shares,
par value $.001 per share, and 50,000,000 shall be Common Shares, par value
$.001 per share, and the designations, preferences, limitations and relative
rights of the shares of each class are as follows:
A. Preferred Shares. The corporation may divide and issue the
Preferred Shares in series. Preferred Shares of each series when issued
shall be designated to distinguish it from the shares of all other series.
The Board of Directors is hereby expressly vested with authority to divide
the class of Preferred Shares into series and to fix and determine the
relative rights and preferences of the shares of any such series so
established to the full extent permitted by these Articles of
Incorporation and the laws of the State of Nevada in respect to the
following:
(1) The number of shares to constitute such series, and the
distinctive designations thereof;
(2) The rate and preference of dividends, if any, the time
of payment of dividends, whether dividends are cumulative and the
date from which any dividend shall accrue;
(3) Whether shares may be redeemed and, if so, the
redemption price and the terms and conditions of redemption;
(4) The amount payable upon shares in event of involuntary
liquidation;
(5) The amount payable upon shares in event of voluntary
liquidation;
(6) Sinking fund or other provisions, if any, for the
redemption or purchase of shares;
(7) The terms and conditions on which shares may be
converted, if the shares of any series are issued with the privilege
of conversion;
(8) Voting powers, if any; and
(9) Any other relative rights and preferences of shares of
such series, including, without limitation, any restriction on an
increase in the number of shares of any series theretofore
authorized and any limitation or restriction of rights or powers to
which shares of any further series shall be subject.
49
<PAGE>
B. Common Shares.
(1) The rights of holders of Common Shares to receive
dividends or share in the distribution of assets in the event of
liquidation, dissolution or winding up of the affairs of the
corporation shall be subject to the preferences, limitations and
relative rights of the Preferred Shares fixed in the resolution or
resolutions which may be adopted from time to time by the Board of
Directors or the corporation providing for the issuance of one or
more series of the Preferred Shares.
(2) The holders of the Common Shares shall be entitled to
one vote for each share of Common Shares held by them of record at
the time for determining the holders thereof entitled to vote.
50
<PAGE>
LBF CORPORATION
_________________________________
EXHIBIT 3.3
_________________________________
BYLAWS
_________________________________
51
<PAGE>
BYLAWS - INDEX
ARTICLE I - OFFICES..PG.1
ARTICLE II - MEETING OF STOCKHOLDERS..PGS.1-3
SECTION 1. - ANNUAL MEETINGS..PG.1
SECTION 2. - SPECIAL MEETINGS..PG.1
SECTION 3. - PLACE OF MEETINGS..PG.1
SECTION 4. - NOTICE OF MEETINGS..PGS.1-2
SECTION 5. - QUORUM..PG.2
SECTION 6. - VOTING..PGS.2-3
ARTICLE III - BOARD OF DIRECTORS..PGS.3-6
SECTION 1. - NUMBER, ELECTION AND TERM OF OFFICE..PG.3
SECTION 2. - DUTIES AND POWERS..PG.3
SECTION 3. - ANNUAL AND REGULAR MEETINGS; NOTICE..PGS.3-4
SECTION 4. - SPECIAL MEETING; NOTICE..PG.4
SECTION 5. - CHAIRMAN..PG.4
SECTION 6. - QUORUM AND ADJOURNMENTS..PGS.4-5
SECTION 7. - MANNER OF ACTING..PG.5
SECTION 8. - VACANCIES..PG.5
SECTION 9. - RESIGNATION..PG.5
SECTION 10.- REMOVAL..PG.6
SECTION 11.- SALARY..PG.6
SECTION 12.- CONTRACTS..PG.6
SECTION 13.- COMMITTEES..PG.6
ARTICLE IV - OFFICERS..PGS.7-8
SECTION 1. - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE..PG.7
SECTION 2. - RESIGNATION..PG.7
SECTION 3. - REMOVAL..PG.7
SECTION 4. - VACANCIES..PG.7
SECTION 5. - DUTIES OF OFFICERS..PG.7
SECTION 6. - SURITIES AND BONDS..PG.8
SECTION 7. - SHARES OF STOCK OF OTHER CORPORATIONS..PG.8
ARTICLE V - SHARES OF STOCK..PGS.8-9
SECTION 1. - CERTIFICATE OF STOCK..PG.8
SECTION 2. - LOST OR DESTROYED CERTIFICATES..PGS.8-9
SECTION 3. - TRANSFER OF SHARES..PG.9
SECTION 4. - RECORD DATE..PG.9
ARTICLE VI - DIVIDENDS..PG.10
ARTICLE VII - FISCAL YEAR..PG.10
ARTICLE VIII - CORPORATE SEAL..PG.10
ARTICLE IX - INDEMNITY..PG.10
ARTICLE X - AMENDMENTS..PGS.10-11
SECTION 1. - BY STOCKHOLDERS..PGS.10-11
SECTION 2. - BY DIRECTORS..PG.11
CERTIFICATE OF PRESIDENT..PG.12
52
<PAGE>
BYLAWS
OF
ARTICLE I - OFFICES
The principal office of the Corporation shall be located at _____________
_________________, and it may be changed from time to time by the Board of
Directors. The Corporation may also maintain offices at such other places within
or without the United States as the Board of Directors may, from time to time,
determine.
ARTICLE II - MEETINGS OF STOCKHOLDERS
SECTION 1- ANNUAL MEETINGS:
The annual meeting of the stockholders of the Corporation shall be held
within six (6) months after the close of the fiscal year of the Corporation, for
the purposes of electing directors, and transacting such other business as may
properly come before the meeting.
SECTION 2 - SPECIAL MEETINGS:
Special meetings of the stockholders may be called at any time by the Board
of Directors or by the President, and shall be called by the President or the
Secretary at the written request of the holders of twenty-five percent (25%) of
the shares then outstanding and entitled to vote thereat, or as otherwise
required by law.
SECTION 3 - PLACE OF MEETINGS:
All meetings of stockholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waivers of notice of such meetings.
SECTION 4 - NOTICE OF MEETINGS:
(a) Except as otherwise provided by statute, written notice of each meeting of
stockholders, whether annual or special, stating the time when and place where
it is to be held, shall be served either personally or by mail, not less than
ten or more than sixty (60) days before the meeting, upon each stockholder of
record entitled to vote at such meeting, and to any other stockholder to whom
the giving of notice may be required by law. Notice of a special meeting shall
also state the purpose or purposes for which the meeting is called, and shall
indicate that it is being issued by, or at the direction of, the person or
persons calling the meeting. If, at any meeting, action is proposed to be taken
that would, if taken, entitle stockholders to receive payment for their shares
pursuant to statute, the notice of such
BYLAWS- 1
53
<PAGE>
meeting shall include a statement of that purpose and to that effect. If
mailed, such notice shall be directed to each such stockholder at his address,
as it appears on the records of the stockholders of the Corporation, unless he
shall have previously filed with the Secretary of the Corporation a written
request that notices intended for him be mailed to some other address, in which
case, it shall be mailed to the address designated in such request.
(b) Notice of any meeting need not be given to any person who may become a
stockholder of record after the mailing of such notice and prior to the meeting,
or to any stockholder who attends such meeting, in person or by proxy, or
submits a signed waiver of notice either before or after such a meeting. Notice
of any adjourned meeting of stockholders need not be given, unless otherwise
required by statute.
SECTION 5 - QUORUM
(a) Except as otherwise provided herein, or by statute, or in the Certificate
of Incorporation (such certificate and any amendments thereof being hereinafter
collectively referred to as the "Certificate of Incorporation"), at all meetings
of stockholders of the Corporation, the presence at the commencement of such
meetings in person or by proxy of stockholders holding of record __% of the
total number of shares of the Corporation then issued and outstanding and
entitled to vote, shall be necessary and sufficient to constitute a quorum for
the transaction of any business. The withdrawal of any stockholder after the
commencement of a meeting shall have no effect on the existence of a quorum,
alter a quorum has been established at such meeting.
(b) Despite the absence of a quorum at any annual or special meeting of
stockholders, the stockholders, by a majority of the votes cast by the holders
of shares entitled to vote thereat, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business, may be transacted
at the meeting as originally called if a quorum had been present.
SECTION 6 - VOTING:
(a) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors, to be
taken by vote of the stockholders, shall be authorized by a majority of votes
cast at a meeting of stockholders by the holders of shares entitled to vote
thereat.
(b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of stockholders, each holder of record of stock
of the Corporation entitled to vote thereat, shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.
(c) Each stockholder entitled to vote or to express consent or dissent without
a meeting, may do so by proxy; provided, however, that the instrument
authorizing such proxy to act shall have been
BYLAWS - 2
54
<PAGE>
executed in writing by the stockholder himself or by his attorney-in-fact
hereunto duly authorized in writing. No Proxy shall be after the expiration of
eleven (11) months from the date of its execution, unless the person executing
it shall have specified therein the length of time it is to continue in force.
Such instrument shall be exhibited to the Secretary at the meeting and shall be
filed with the minutes of the meeting.
(d) Any action, except election of directors, which may be taken by a vote of
stockholders at a meeting, may be taken without a meeting if authorized by a
written consent of shareholders holding at least a majority of the voting power;
provided that if a greater proportion of voting power is required by such action
at such meeting, then such greater proportion of written consents shall be
required.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1 - NUMBER, ELECTION AND TERM OF OFFICE:
(a) The number of the directors of the Corporation shall be not less than 1 nor
more than 9, unless and until otherwise determined by vote of a majority of the
entire Board of Directors. The number of Directors shall not be less than three
(3), unless all of the outstanding shares of stock are owned beneficially and of
record by less than three (3) stockholders, in which event the number of
directors shall not be less than the number of stockholders or the minimum
permitted by statute.
(b) Except as may otherwise be provided herein or in the Certificate of
Incorporation by way of cumulative voting rights the members of the Board of
Directors of the Corporation, who need not be stockholders, shall be elected by
a majority of the votes cast at a meeting of stockholders, by the holders of
shares of stock present in person or by proxy, entitled to vote in the election.
(c) Each director shall hold office until the annual meeting of the
stockholders next succeeding his election, and until his successor is elected
and qualified, or until his prior death, resignation or removal.
SECTION 2 - DUTIES AND POWERS
The Board of Directors shall be responsible for the control and management of
the affairs, property and interests of the Corporation and may exercise all
powers of the Corporation, except as are in the Certificate of Incorporation or
by statute expressly conferred upon or reserved to the stockholders.
SECTION 3 - ANNUAL AND REGULAR MEETINGS; NOTICE:
(a) Regular annual meeting of the Board of Directors shall be held immediately
following the annual meeting of the stockholders, at the place of such annual
meeting of stockholders.
(b) The Board of Directors, from time to time, may provide by resolution for
the holding of other
BYLAWS - 3
55
<PAGE>
regular meetings of the Board of Directors, and may fix the time and place
thereof.
(c) Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the meeting;
provided, however, that in case the Board of Directors shall fix or change the
time or place of any regular meeting, notice of such action shall be given to
each director who shall not have been present at the meeting at which such
change was made within the time limited, and in the manner set forth in
Paragraph (b) Section 4 of this Article III, with respect to special meetings,
unless such notice shall be waived in the manner set forth in Paragraph (c) of
such Section 4.
SECTION 4 - SPECIAL MEETING; NOTICE:
(a) Special meetings of the Board of Directors shall be held whenever called by
the President or by one of the directors, at such time and place as may be
specified in the respective notices or waivers of notice thereof.
(b) Except as otherwise required by statute, notice of special meetings shall
be mailed directly to each director, addressed to him at his residence or usual
place of business, at least four (4) days before the day on which the meeting is
to be held, or shall be sent to him at such place by telegram, radio or cable,
or shall be delivered to him personally or given to him orally, not later than
the day before the day on which the meeting is to be held. A notice, or waiver
of notice except as required by Section 8 or this Article III, need not specify
the purpose of the meeting.
(c) Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting without protesting prior thereto or at
its commencement, the lack of notice to him or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.
SECTION 5 - CHAIRMAN:
At all meetings of the Board of Directors, the Chairman of the Board, if any and
if present, shall preside. If there shall be no Chairman, or he shall be
absent, then the Vice Chairman shall preside, and in his absence, a Chairman
chosen by the directors shall preside.
SECTION 6 - QUORUM AND ADJOURNMENTS:
(a) At all meetings of the Board of Directors, the presence of a majority of
the entire Board shall be necessary and sufficient to constitute a quorum for
the transaction of business, except as otherwise provided by law, by the
Certificate of Incorporation, or by these Bylaws.
(b) A majority of the directors, present at the time and place of any regular
or special meeting,
BYLAWS - 4
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<PAGE>
although less than a quorum, may adjourn the same from time to time without
notice, until a quorum shall be present.
SECTION 7 - MANNER OF ACTING:
(a) At all meetings of the Board of Directors, each director present shall have
one vote, irrespective of the number of shares of stock, if any, which he may
hold.
(b) Except as otherwise provided by statute, by the Certificate of
Incorporation, or by these Bylaws, the action of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors.
(c) Unless otherwise required by amendment to the Articles of Incorporation or
statute, any action required or permitted to be taken at any meeting of the
Board of Directors or any Committee thereof may be taken without a meeting if a
written consent thereto is signed by all the members of the Board or Committee.
Such written consent shall be filed with the minutes of the proceedings of the
Board or Committee.
(d) Unless otherwise prohibited by Amendments to the Articles of Incorporation
or statute, members of the Board of Directors or of any Committee of the Board
of Directors may participate in a meeting of such Board or Committee by means of
a conference telephone network or a similar communications method by which all
persons participating in the meeting can hear each other. Such participation is
constituted presence of all of the participating persons at such meeting, and
each person participating in the meeting shall sign the minutes thereof, which
may be signed in counterparts.
SECTION 8 - VACANCIES:
Any vacancy in the Board of Directors, occurring by reason of an increase in the
number of directors, or by reason of the death, resignation, disqualification,
removal (unless vacancy created by the removal of a director by the stockholders
shall be filled by the stockholders at the meeting at which the removal was
effected) or inability to act of any director, or otherwise, shall be filled for
the unexpired portion of the term by a majority vote of the remaining directors,
though less than a quorum, at any regular meeting or special meeting of the
Board of Directors called for that purpose.
SECTION 9 - RESIGNATION:
Any director may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary of the Corporation. Unless otherwise
specified in such written notice such resignation shall take effect upon receipt
thereof by the Board of Directors or such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
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<PAGE>
SECTION 10 - REMOVAL:
Any director may be removed with or without cause at any time by the affirmative
vote of stockholders holding of record in the aggregate at least a majority of
the outstanding shares of stock of the Corporation at a special meeting of the
stockholders called for that purpose, and may be removed for cause by action of
the Board.
SECTION 11- SALARY:
No stated salary shall be paid to directors, as such, for their services, but by
resolution of the Board of Directors a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each regular or special meeting of the
Board; provided, however, that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
SECTION 12 - CONTRACTS:
(a) No contract or other transaction between this Corporation and any other
corporation shall be impaired, affected or invalidated, nor shall any director
be liable in any way by reason of the fact that one or more of the directors of
this Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other corporations, provided that such facts are
disclosed or made known to the Board of Directors, prior to their authorizing
such transaction.
(b) Any director, personally and individually, may be a party to or may be
interested in any contract or transaction of this Corporation, and no directors
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors prior to
their authorization of such contract or transaction, and provided that the Board
of Directors shall authorized, approve or ratify such contract or transaction by
the vote (not counting the vote of any such Director) of a majority of a quorum,
notwithstanding the presence of any such director at the meeting at which such
action is taken. Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall not be construed to
impair, invalidate or in any way affect any contract or other transaction which
would otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.
SECTION 13 - COMMITTEES:
The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time designate from among its members an executive committee
and such other committees, and alternate members thereof, as they may deem
desirable, with such powers and authority (to the extent permitted by law) as
may be provided in such resolution. Each such committee shall serve at the
pleasure of the Board.
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<PAGE>
ARTICLE IV - OFFICERS
SECTION 1 - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE:
(a) The officers of the Corporation shall consist of a President, a Secretary,
a Treasurer, or a President and Secretary-Treasurer, and such other officers,
including a Chairman of the Board of Directors, and one or more Vice Presidents,
as the Board of Directors may from time to time deem advisable. Any officer
other than the Chairman or Vice Chairman of the Board of Directors may be, but
is not required to be a director of the Corporation. Any two or more offices
maybe held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
stockholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified or until his death, resignation or removal.
SECTION 2 - RESIGNATION:
Any officer may resign at any time by giving written notice of such resignation
to the Board of Directors, or to the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not be necessary
to make it effective.
SECTION 3 - REMOVAL:
Any officer may be removed, either with or without cause, and a successor
elected by a majority vote of the Board of Directors at any time.
SECTION 4 - VACANCIES:
A vacancy in any office by reason of death, resignation, inability to act,
disqualification or any other cause, may at any time be filled for the unexpired
portion of the term by a majority vote of the Board of Directors.
SECTION 5 - DUTIES OF OFFICERS:
Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these Bylaws, or may from time to time be specifically conferred or imposed by
the Board of Directors. The President shall be the chief executive officer of
the Corporation.
BYLAWS - 7
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<PAGE>
SECTION 6 - SURITIES AND BONDS:
In case the Board of Directors shall so require any officer, employee or agent
of the Corporation shall execute to the Corporation a bond in such sum, and with
such surety or sureties as the Board of Directors may direct, conditioned upon
the faithful performance of his duties to the Corporation, including
responsibility for negligence for the accounting for all property, funds or
securities of the Corporation which may come into his hands.
SECTION 7 - SHARES OF STOCK OF OTHER CORPORATIONS:
Whenever the Corporation is the holder of shares of stock of any other
corporation, any right or power of the Corporation as such stockholder
(including the attendance, acting and voting at stockholders' meetings and
execution of waivers, consents, proxies or other instruments) may be exercised
on behalf of the Corporation by the President, any Vice President or such other
person as the Board of Directors may authorize.
ARTICLE V - SHARES OF STOCK
SECTION 1- CERTIFICATE OF STOCK:
(a) The certificates representing shares of the Corporation's stock shall be in
such form as shall be adopted by the Board of Directors, and shall be numbered
and registered in the order issued. The certificates shall bear the following:
the Corporate Seal, the holder's name, the number of shares of stock and the
signatures of: (1) the Chairman of the Board, the President or a Vice President
and (2) the Secretary, Treasurer, any Assistant Secretary or Assistant
Treasurer.
(b) No certificate representing shares of stock shall be issued until the full
amount of consideration therefor has been paid, except as otherwise permitted by
law.
(c) To the extent permitted by law, the Board of Directors may authorize the
issuance of certificates for fractions of a share of stock which shall entitle
the holder to exercise voting rights, receive dividends and participate in
liquidating distributions, in proportion to the fractional holdings; or it may
authorize the payment in cash of the fair value of fractions of a share of stock
as of the time when those entitled to receive such fractions are determined; or
it may authorize the issuance, subject to such conditions as may be permitted by
law, of scrip in registered or bearer form over the signature of an officer or
agent of the Corporation, exchangeable as therein provided for full shares of
stock, but such scrip shall not entitle the holder to any rights of a
stockholder, except as therein provided.
SECTION 2 - LOST OR DESTROYED CERTIFICATES:
The holder of any certificate representing shares of stock of the Corporation
shall immediately notify the Corporation of any loss or destruction of the
certificate representing the same. The Corporation
BYLAWS - 8
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<PAGE>
may issue a new certificate in the place of any certificate theretofore issued
by it, alleged to have been lost or destroyed. On production of such evidence
of loss or destruction as the Board of Directors in its discretion may require,
the Board of Directors may, in its discretion, require the owner of the lost or
destroyed certificate, or his legal representatives, to give the Corporation a
bond in such sum as the Board may direct, and with such surety or sureties as
may be satisfactory to the Board, to indemnify the Corporation against any
claims, loss, liability or damage it may suffer on account of the issuance of
the new certificate. A new certificate may be issued without requiring any such
evidence or bond when, in the judgment of the Board of Directors, it is proper
to do so.
SECTION 3 - TRANSFER OF SHARES:
(a) Transfer of shares of stock of the Corporation shall be made on the stock
ledger of the Corporation only by the holder of record thereof, in person or by
his duly authorized attorney, upon surrender for cancellation of the certificate
or certificates representing such shares of stock with an assignment or power of
transfer endorsed thereon or delivered therewith, duly executed, with such proof
of the authenticity of the signature and of authority to transfer and of payment
of taxes as the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other claim
to, or interest in, such share or shares of stock on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.
SECTION 4 - RECORD DATE:
In lieu of closing the stock ledger of the Corporation, the Board of Directors
may fix, in advance, a date not exceeding sixty (60) days, nor less than ten
(10) days, as the record date for the determination of stockholders entitled to
receive notice of, or to vote at, any meeting of stockholders, or to consent to
any proposal without a meeting, or for the purpose of determining stockholders
entitled to receive payment of any dividends or allotment of any rights, or for
the purpose of any other action. If no record date is fixed, the record date
for the determination of stockholders entitled to notice of, or to vote at, a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which the notice is given, or, if no notice is given, the
day preceding the day on which the meeting is held. The record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the resolution of the directors relating thereto is adopted.
When a determination of stockholders of record entitled to notice of, or to vote
at, any meeting of stockholders has been made, as provided for herein, such
determination shall apply to any adjournment thereof, unless the directors fix a
new record date for the adjourned meeting.
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61
<PAGE>
ARTICLE VI - DIVIDENDS
Subject to applicable law, dividends may be declared and paid out of any funds
available therefor, as often, in such amount, and at such time or times as the
Board of Directors may determine.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be June 30, and may be changed by the
Board of Directors from time to time subject to applicable law.
ARTICLE VIII - CORPORATE SEAL
The corporate seal shall be in such form as shall be approved from time to time
by the Board of Directors.
ARTICLE IX - INDEMNITY
(a) Any person made a party to any action, suit or proceeding, by reason of the
fact that he, his testator or interstate representative is or was a director,
officer or employee of the Corporation or of any corporation in which he served
as such at the request of the Corporation shall be indemnified by the
Corporation against the reasonable expenses, including attorneys' fees, actually
and necessarily incurred by him in connection with the defense of such action,
suit or proceedings, or in connection with any appeal therein, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding or in connection with any appeal therein that such officer director
or employee is liable for gross negligence or misconduct in the performance of
his duties.
(b) The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which any officer or director or employee may be entitled apart
from the provisions of this section.
(c) The amount of indemnity to which any officer or any director may be
entitled shall be fixed by the Board of Directors, except that in any case in
which there is no disinterested majority of the Board available, the amount
shall be fixed by arbitration pursuant to the then existing rules of the
American Arbitration Association.
ARTICLE X - AMENDMENTS
SECTION 1 - BY STOCKHOLDERS:
All bylaws of the Corporation shall be subject to alteration or repeal, and new
bylaws may be made, by the affirmative vote of stockholders holding of record in
the aggregate at least a majority of the
BYLAWS- 10
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<PAGE>
outstanding shares of stock entitled to vote in the election of directors at any
annual or special meeting of stockholders, provided that the notice or waiver of
notice of such meeting shall have summarized or set forth in full therein, the
proposed amendment.
SECTION 2 -BY DIRECTORS:
The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time, bylaws of the Corporation, provided, however, that the
stockholders entitled to vote with respect thereto as in this Article X
above-provided may alter, amend or repeal bylaws made by the Board of Directors,
except that the Board of Directors shall have no power to change the quorum for
meetings of stockholders or of the Board of Directors or to change any
provisions of the bylaws with respect to the removal of directors of the filling
of vacancies in the Board resulting from the removal by the stockholders. In
any bylaw regulating an impending election of directors is adopted, amended or
repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of stockholders for the election of Directors, the bylaws so
adopted, amended or repealed, together with a concise statement of the changes
made.
BYLAWS- 11
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<PAGE>
LBF CORPORATION
_________________________________
EXHIBIT 4.1
_________________________________
FORM OF LOCK-UP AGREEMENT
_________________________________
64
<PAGE>
, 1997
Board of Directors
LBF Corporation
Gentlemen:
The undersigned, a beneficial owner of the common stock of LBF
Corporation (the "Company"), no par value per share (the "Common
Stock"), understands that the Company has filed with the U.S.
Securities and Exchange Commission a registration statement on Form
10-SB (File No. ) (the "Registration Statement"),
for the registration of the Company's Common Stock. As part of the
disclosure included in the Registration Statement, the Company has
affirmatively stated that there will be no trading of the Company's
securities until such time as the Company successfully implements
its business plan as described in such Registration Statement,
consummating a merger or acquisition.
In order to insure that the aforesaid disclosure is adhered
to, the undersigned agrees, for the benefit of the Company, that
he/she will not offer to sell, assign, pledge, hypothecate, grant
any option for the sale of, or otherwise dispose of, directly or
indirectly, any shares of the Common Stock of the Company owned by
him/her, or subsequently acquired through the exercise of any
options, warrants or rights, or conversion of any other security,
grant options, rights or warrants with respect to any such shares
of Common Stock, until the Company successfully closes a merger or
acquisition. Furthermore, the undersigned will permit all
certificates evidencing his/her shares to be endorsed with the
appropriate restrictive legends and will consent to the placement
of appropriate stop transfer orders with the transfer agent of the
Company.
Very truly yours,
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
[Signature of Holder]
[Please Print Name(s)]
[Number of Shares of Common
Stock Owned]
65
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
LBF CORPORATION
(Registrant)
Date: December 2, 1997
By:/s/ David Ward
---------------------------
David Ward,
President
66
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED JUNE 30, 1997 AND
1996, AND UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30,
1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> JUN-30-1997 JUN-30-1998
<PERIOD-END> JUN-30-1997 SEP-30-1997
<CASH> 0 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 0
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<BONDS> 0 0
0 0
0 0
<COMMON> 500 500
<OTHER-SE> (500) (500)
<TOTAL-LIABILITY-AND-EQUITY> 0 0
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
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<INCOME-CONTINUING> 0 0
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