UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
BJO ENTERPRISES LTD.
(Exact name of registrant as specified in its charter)
NEVADA 88-0378978
(State or other jurisdiction of (IRS Employer Identification No.
incorporation or organization)
6623 CALLAGHAN ROAD, SUITE 2402, SAN ANTONIO, TX 83301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code ( 210 ) 614 - 8487
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
COMMON STOCK OTC BULLETIN BOARD (OTCBB)
Securities to be registered pursuant to Section 12(g) of the Act NONE
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BJO ENTERPRISES LTD.
Subscription Price: $0.10 per Warrant
Minimum Subscription: 10,000 Warrants
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE, INVOLVE A HIGH DEGREE OF
RISK AND IMMEDIATE SUBSTANTIAL DILUTION AND SHOULD BE PURCHASED ONLY BY PERSONS
WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS" BEGINNING ON
PAGE 5.
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
PRICE TO PUBLIC EXERCISE PRICE UNDERWRITING PROCEEDS TO
PER SHARE DISCOUNTS AND ISSUER
COMMISSION
PER WARRANT $0.10 $1.00(1) $0 $1.10
TOTAL MINIMUM $1,000 $10,000 $0 $11,000
TOTAL MAXIMUM(2) $100,000 $1,000,000 $0 $1,100,000
(1) There is no established market for the Shares and there can be no guarantee
that such a market will ever develop. The Exercise Price of the Shares has
been established arbitrarily and does not bear any relationship to the
Company's assets, earnings, book value or any other generally accepted
criteria of value. See "Risk Factors" and "Plan of Distribution". The
Company may agree to waive the minimum purchase requirement for selected
investors in the Company's sole discretion. See "Plan of Distribution".
(2) The Company may, without notice to investors, increase the maximum by up to
10% (10,000 Warrants).
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
The date of this Prospectus is
January 20, 1998
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THE REGISTRANT WILL FILE WITH THE OTC BULLETIN BOARD TO BE LISTED. ALL REPORTS
AND OTHER INFORMATION FILED BY THE REGISTRANT MY BE INSPECTED AND COPIED AT THE
PUBLIC REFERENCE FACILITIES OF THE COMMISSION IN WASHINGTON, DC AND THAT COPIES
OF SUCH MATERIAL CAN BE OBTAINED FROM THE PUBLIC REFERENCE SECTION OF THE
COMMISSION, WASHINGTON, DC 20549 AT PRESCRIBED RATES. FURTHERMORE, UPON BEING
LISTED ON THE OTC BULLETIN BOARD, ALL REPORTS AND OTHER INFORMATION CONCERNING
THE REGISTRANT CAN BE INSPECTED AT THAT EXCHANGE.
TABLE OF CONTENTS
COVER PAGE 2
SUMMARY INFORMATION 4
RISK FACTORS 5
DESCRIPTION OF BUSINESS 7
DESCRIPTION OF PROPERTY 8
LEGAL PROCEEDINGS 8
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 9
DESCRIPTION OF SECURITIES 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION 9
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 10
EXECUTIVE COMPENSATION 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 13
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT 13
USE OF PROCEEDS 13
DETERMINATION OF OFFERING PRICE 14
DILUTION 14
SELLING SECURITY HOLDERS 14
RECENT SALES OF UNREGISTERED SECURITIES 14
PLAN OF DISTRIBUTION 14
INTEREST OF NAMED EXPERTS AND COUNSEL 14
INDEMNIFICATION OF DIRECTORS AND OFFICERS 14
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE 15
FINANCIAL STATEMENTS 16
SIGNATURE PAGE 19
LIST OF EXHIBITS
EXHIBIT
NUMBER EXHIBIT
3.1 ARTICLES OF INCORPORATION/CHARTER
3.2 BY-LAWS
5. OPINION RE LEGALITY
99.1 WRITTEN CONSENT OF ORIGINAL DIRECTOR(S)/OFFICER(S)
99.2 EMPLOYMENT CONTRACTS
99.3 SUBSCRIPTION AGREEMENT
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SUMMARY INFORMATION
The following summary is qualified in its entirety by the detailed information
and financial statements appearing elsewhere in this Registration.
THE COMPANY
BJO Enterprises Ltd. (the "Company") is newly formed, having been incorporated
in the State of Nevada on September 25, 1997. Its office address is 6623
Callaghan Road, Suite 2402, San Antonio, TX 78229. Its office telephone number
is 210-614-8487. It also maintains offices at 2533 N. Carson Street, Suite 3383,
Carson City, NV 89706, telephone 702.841.5177; and at Fuente #107, 2nd Floor,
Suite 3, Pierdras Negras, Coahuila, Mexico, telephone 011-52-787-250-13.
BJO Enterprises Ltd. has prepared this Registration and has provided all
information contained herein, including financial data. This Registration has
been reviewed by all appropriate Officer(s) and/or Director(s) and approved for
submission to the Securities & Exchange Commission and to potential investors.
Purchasers and their representatives are urged to read this Registration
carefully. Offerees who desire additional information may call Bernardo Leonard,
the President of the Company, at 210-614- 8487. Copies of all documents,
contracts, financial statements, and other Company records to which reference is
herein made will be available for inspection upon request at the office of the
Company at 6623 Callaghan Road, Suite 2402, San Antonio, TX 78229 during normal
business hours Central Time. Because of the confidential nature of many of these
documents, copies may not be made and purchasers and their representatives will
be required to sign a nondisclosure agreement before inspecting any confidential
documents. Purchasers and their representatives, if any, will be asked to
acknowledge in the Subscription Agreement and Letter of Investment Intent that
they were given the opportunity to obtain such additional information and that
they either did so or elected to waive such opportunity.
THE OFFERING
Securities Offered: Up to 100,000 warrants at a price of $0.10 per warrant
(subject to an increase of not more than 10,000 warrants
at the option of the Company, without notice to
investors). The exercise price for the warrants is $1.00
per share. Each warrant gives the holder the right to
purchase one share no later than ninety days after the
Effective Date of this Registration. See "Plan of
Distribution".
Minimum Investment: 10,000 warrants (an aggregate purchase price of $1,000).
The minimum purchase requirement may be waived for
selected investors. See "Plan of Distribution".
Use of Proceeds: The net proceeds of this Offering, estimated to be
$1,100,000 if all warrants are purchased and executed in
a timely fashion, will be used to provide initial
financing for the Company and to provide for general
working capital. See "Use of Proceeds".
Shares Outstanding
Before Offering: 4,000,000
After Offering: 5,000,000
Dilution: Investors purchasing shares pursuant to this Offering
will suffer immediate and substantial dilution in the
net tangible book value of their shares. See "Dilution".
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Dividends: The Company does not intend to pay cash dividends.
How to Subscribe: The minimum purchase is $1,000 for 10,000 warrants. The
minimum purchase may be waived for selected investors.
There are no suitability requirements for investors. See
"Procedures for Subscribing and Restrictions" for
detailed information regarding the procedure and
requirements for purchasing the warrants offered hereby.
SELECTED FINANCIAL INFORMATION
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THE REGISTRANT DATED DECEMBER 31, 1997 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
Balance Sheet Data: December 31, 1997
Actual As Adjusted(1)
Current Assets $1,004 $1,101,004
Current Liabilities 3,510 3,510
Long-term Debt 0 $ 0
Stockholders' Equity $36,081 $1,036,081
RISK FACTORS
1. DEPENDENCE ON KEY EXECUTIVES
The Company's future success depends in significant part upon the continued
service of its key executives. Competition for such personnel is intense and
there can be no assurance that the Company will retain its key executives and be
able to hire qualified managers or that it can retain other highly-qualified
personnel in the future. The loss of its key executives could have a material
adverse effect upon the Company's business, operational results, and financial
condition. The Company does have employment contracts with Bernardo Leonard, Jo
Leonard and Paul Garza. The Company does not currently maintain key person life
insurance on Mr. Leonard, but it plans to obtain such insurance subject to the
availability of funds.
2. DETERMINATION OF EXERCISE PRICE
The exercise price of the shares has been arbitrarily determined by the Company
and does not bear any relationship to book value, assets, earnings, or any other
accepted criterion of value. The exercise price should not be regarded as an
indication of any future market price of the securities offered hereby.
3. UNCERTAINTY OF MARKET ACCEPTANCE
The Company has not commenced operations; and, although management cumulatively
has a substantial background in marketing and finance, the Company has limited
experience in negotiating and structuring acquisitions. Achieving market
acceptance for the Company's concept will require substantial marketing effort
and expenditures of significant funds to inform
- ---------------------------
(1) Adjusted to reflect the sale of the maximum number of warrants and their
execution.
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potential customers of the distinctive characteristics and benefits of the
Company's possible future acquisitions. There can be no assurance that there
will be broad appeal for the Company's potential product(s) and/or marketing
approach.
4. NO OPERATING HISTORY
The Company is newly formed and has no operating history upon which to base an
evaluation of the merits of making an investment in the Company. The Company
will faces competition with other companies which may be better capitalized and
better established in negotiating for potential acquisitions.
5. ILLIQUIDITY - LACK OF MARKET FOR COMMON STOCK
The Company will file to be listed on the OTC Bulletin Board. At the present
time there is no public market for the common stock offered hereby and there can
be no assurance that such a market can be developed and, if developed,
sustained. Accordingly, purchasers of the securities offered hereby may not be
able to resell any of them should they need to do so in an emergency or
otherwise wish to do so.
6. COMPETITION
Management anticipates that if the Company's concept proves to be successful,
the Company will likely face intense competition from well-financed firms
utilizing similar sales and marketing strategies.
7. LIMITED WORKING CAPITAL
The Company is dependent on the proceeds of this offering in order to expand
commercialization of its services and operations. If the Offering is not
completely successful and all of the warrants are not executed, it may not be
possible for management to operate or maintain the Company's operations
adequately without additional working capital. If additional funds are required,
there is no assurance that such funds will be available.
8. RISKS OF LOW-PRICED STOCKS
There is currently no public market for the Company's common stock, and there is
no assurance that one will develop after completion of this offering. Neither
the Company nor any broker or dealer is under obligation to create a secondary
market in the shares of common stock offered hereby.
The Securities & Exchange Commission (the "SEC" or "Commission") has adopted
regulations which define a "penny stock" to be an equity security that has a
market price (as therein defined) of less than $5.00 per share subject to
certain exceptions. Trading in penny stocks is subject to more restrictions than
trading in other equity securities. If the common stock offered hereby trades at
less that $5.00 per share after the completion of this offering, it will
probably be considered a penny stock. In that event, it will be more difficult
for a trading market in the common stock to develop, of, if developed, to be
sustained.
9. NON-REGISTRATION IN CERTAIN JURISDICTIONS
The securities offered hereby will be registered only in a limited number of
states. Transfers to residents of other states must be made pursuant to
registration or an exemption from registration in the transferee's state.
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10. "BEST EFFORTS" OFFERING
The offering of the Company's warrants is being conducted on a "best-efforts"
basis. No underwriter, placement agent, or other person has contracted with the
Company to purchase or sell all, or a portion of, the securities offered hereby
and there is no assurance that the Company can sell all or any of the
securities.
11. NO PAYMENT OF DIVIDENDS
The Company has not paid any dividends and does not anticipate that dividends
will be paid in the foreseeable future.
12. DILUTION
This offering involves immediate substantial dilution of the book value of the
common equity offered hereby from the exercise price of $1.00 per share. Such
dilution will be $0.79 per share if the maximum number of shares offered hereby
are sold. In addition, upon the sale of the maximum number of shares offered
hereby, the purchasers will have invested $1,100,000, will have assumed
virtually all of the financial risks through purchase of the shares, and will
own 20% of the outstanding shares of common stock of the Company, while the
present shareholder will have invested only $170,000 and will own 80% of the
outstanding shares of common stock of the Company.
NOTE: IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT
FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS DISCLOSURE
DOCUMENT POTENTIAL INVESTORS SHOULD KEEP IN MIND OTHER POSSIBLE RISKS THAT COULD
BE IMPORTANT.
DESCRIPTION OF BUSINESS
A. BUSINESS DEVELOPMENT
BJO Enterprises Ltd. (the "Company") is newly formed, having been incorporated
in the State of Nevada on September 25, 1997. The Company has not filed for
bankruptcy, receivership or any similar proceeding. Nor has there been any
material reclassification, merger, consolidation or purchase or sale of a
significant amount of assets not in the ordinary course of business.
B. BUSINESS OF THE ISSUER
The Company was formed in order to acquire as subsidiaries several ventures
formulated and initially developed by Bernardo Leonard, the primary shareholder
of the Company. The funding for the proposed subsidiaries is being provided
independently of the Company. At the present time, no agreements have been
finalized or are being negotiated between the Company and its proposed
subsidiaries. Since each of the ventures must be funded separately prior to a
possible business combination with the Company, such business combinations
cannot be determined at this time even to be probable, as defined by Item 310 of
Regulation S-B.
Bernardo Leonard, the principal of the Company, is currently involved in
numerous other projects, some of which may eventually be acquired by the
Company. No business combination is probable at this time. No negotiations are
currently taking place. These projects are being referred to only as information
which may be directly or indirectly material to the registrant's business. These
projects are:
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BASEBALL VIDEO
Leonard is the principal shareholder of 44 Sports II, Inc. 44 Sports is the
producer of sports videos. 44 Sports won the 1995 Special Interest Video
Association (SIVA) Award in 1995 with its video "The Hitter's Commandments". The
video has been translated into Japanese and is currently being translated into
Spanish. On June 4, 1996 "The Hitter's Commandments" won the Publishers
Marketing Association Benjamin Franklin Award as the Sports Video of the Year.
It is an approved and endorsed product of the Parent's Choice Foundation.
44 Sports as already finished the pilot of "Home Run Derby" and will begin
filming a soccer video. "Home Run Derby" will be exhibited in January, 1998 in
New Orleans at the National Association of Television Program Executives
Exposition
CLOTHING LINE
Leonard has developed a clothing line called O.B. Amici. The clothing line is
upscale active wear and has been test marketed in various stores such as Macy's,
J.C. Penny and Dillards. A lower priced version has been test marketed in
Target. Leonard will develop company owned stores and then intends to franchise.
OIL AND GAS TRANSPORT
Leonard is negotiating with a Mexican oil company named Pemex to transport L.P.
Gas, Butane Gas, Propane Gas, Gasoline and Diesel starting in Piedras Negras,
Coah.
FEATURE FILMS
Leonard has a joint agreement with American Arts Media of Beverly Hills, CA to
produce two major feature films. The one film is "Saturday's Child". American
Arts Media announced "Saturday's Child" at Cannes in May of 1996. The second
film is "The Fourth Witness".
WORLD TECH LABORATORIES
Leonard owns the controlling interest in World Tech Lab, Inc. based in Houston,
TX. This company conducts medical research and is pursuing the creation of a
multiple diagnostic test capable of distinguishing various viruses and bacteria.
Currently there is no product approved by the federal government capable of
diagnosing multiples.
Since the Company is newly formed, it has not engaged in any previous business.
The Company will not be active in any operating business. It will be a holding
company. In the next number of months it will negotiate with one or more of the
above entities to acquire them as wholly owned subsidiaries. Negotiations have
not yet begun. The Company will perform the necessary legal and accounting work
for the acquisition and provide, on an as needed basis, mezzanine financing. It
is anticipated that the acquisitions, if successful, will be primarily in the
form of an exchange of shares of common stock.
The Company is not expected to employ more than three individuals, two of whom
will be in executive positions and one in an administrative position.
DESCRIPTION OF PROPERTY
The Company does not own any physical plants or other property. Nor does the
Company have any interest in such physical plants or other property.
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LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings. Nor is the Company party to
any past, pending, or threatened litigation or administrative action which has
had or may have a material effect on the Company's business, financial
condition, or operations, including any litigation or action involving the
Company's Officers, Directors, or other key personnel.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is currently no public trading market for the Company's common equity. The
Company intends to offer for sale 1,000,000 warrants upon receiving an Effective
Date for the registration of its common equity. Each warrant will give the
purchaser the right to purchase one share of common equity. The price of the
warrant is $0.10 per warrant; the exercise price is $1.00 per share.
DESCRIPTION OF SECURITIES
The Company has no debt securities. All of the securities in the Company is
common equity. There are no special rights for shareholders of the common
equity. The securities have (yes or no):
Cumulative Voting Rights: No
Other Special Voting Rights: No
Preemptive Rights to Purchase in New Issues of Shares: No
Preference as to Dividends or Interest: No
Preference upon Liquidation: No
Other Special Rights or Preferences: None
The Board of Directors have voted to issue warrants for sale upon the receipt of
an Effective Date of this registration. Such warrants will be convertible into
shares of common equity, one share for one warrant. The Offering will comprise
1,000,000 warrants at $0.10 per warrant with a exercise price of $1.00. The
warrants will expire ninety days from the Effective Date of this registration.
There are no restrictions on dividends under loan or other financing
arrangements or otherwise. The Company does not expect to pay dividends in the
foreseeable future since there are no current assets available for payment of
dividends.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
PLAN OF OPERATION
The Company has not had any revenues from operations since its inception. The
Company will not be active in any operating business. It will be a holding
company. The Company intends, in the next twelve months, to provide assistance
in securing financing for other projects of the Company's principal, Bernardo
Leonard. When those projects have received sufficient, independent financing,
negotiations will begin for the business combination of the Company with that
enterprise. Such negotiations will not be at arms-length. The Company will
perform the necessary legal and accounting work for the acquisition and provide,
on an as needed basis, mezzanine financing. It is expected that the purchase of
the entity to be acquired will be by the equity method.
Such a program over the next twelve months will not require any additional cash
funding for the Company. Nor is it expected to change significantly the number
of Company employees.
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS
A. DIRECTORS AND EXECUTIVE OFFICERS
1. EXECUTIVE OFFICERS
Each of the executive officers of the Company has an employment contract stating
the terms and conditions of employment. The contracts are each for a period of
three years. The executive officers of the Company are as follows, together with
their business experience within the past five years:
BERNARDO LEONARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER, AGE 50
Bernardo Leonard is the founder of BJO Enterprises Ltd. Mr. Leonard spent
fourteen years in professional baseball including stints with the Milwaukee
Brewers and Detroit Tigers. He has been a major league scout and minor league
manager. Mr. Leonard is a two-time All Conference in Baseball with a Honorable
mention All-American, High School All-American Team in Baseball, two-time All
State Baseball and Basketball, and valedictorian of his high school graduating
class. Mr. Leonard is a two-time award winning sports video producer. He
authored THE SUPERSTARS HITTERS BIBLE in 1996, which was published by
Contemporary Books. Previously in 1991 he authored BASEBALL LEONARD'S WAY. Mr.
Leonard is a naturalized citizen who was born in Sydney, Australia and raised in
New Orleans, Louisiana. Mr. Leonard attended Southern University, Baton Rouge
and the University of Southern California at Los Angeles. His degree is in
Psychology and Recreation.
JO LEONARD, SECRETARY, AGE 44
Ms. Leonard is the spouse of Bernardo Leonard. She is currently employed by
Southwestern Bell Corporation and is responsible for maintenance of the E911
Fault Resistant database, updating of maps for boundary changes, annexations,
issues correcting orders, validating addresses with county and city officials,
customer contact, assistance for various offices with major accounts for the
South Texas market region. Ms. Leonard attended San Antonio College and is a
member of the Black Telecommunications Professionals of SBC.
PAUL GARZA, TREASURER, AGE 41
Mr. Garza is the Finance Manager for Cavender Toyota, Inc. in San Antonio. He is
responsible for completing the transactions of the dealership through finance
programs, credit insurance programs and vehicle service contracts. Mr. Garza
attended Texas A&M University.
2. OUTSIDE DIRECTORS
Each of the directors has a concurrent three year term in office beginning with
the date of the incorporation of the Company.
JAY JOHNSTONE, AGE 52
Mr. Johnstone had a distinguished 20-year career in Major League Baseball. While
playing for the California Angles, Mr. Johnstone won the American League Rookie
of the Year award. After five great years with the Angels and two years with the
Chicago White Sox, Mr. Johnstone joined the Oakland A's in 1973 and helped them
advance to the World Series that year. In 1974 he joined the Philadelphia
Phillies where for two years he guided the team to Eastern Division Titles. In
1976 he set an N.L.C.S. record by going 7 for 9 (.778 average) against
Cincinnati in
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the three game series. In 1976 and 1977 Mr. Johnstone was named Sportsman and
Player-of-the-Year for the Phillies by the State of Pennsylvania. He also played
with New York Yankees, Los Angeles Dodgers and Chicago Cubs in a distinguished
career.
Mr. Johnstone has written three books on his humorous escapades during his
twenty years of Major League Baseball. His first book "Temporary Insanity",
became a best seller on several lists across the country, reaching over 250,000
copies sold in hard cover and paperback, making it the best selling sports book
of 1985. Two years later his second book, "Over the Edge", had similar results.
His third book, "Some of my Best Friends are Crazy" was published last year.
Mr. Johnstone is currently involved in a wide variety of baseball related
activities, including two syndicated TV sports shows: "Baseball's Funniest
Pranks" and "Super Sports Follies."
TIMOTHY E. ISAACS, AGE 32
Mr. Isaacs is the President and Chief Executive Officer of Isaacs International,
Inc., a privately held software development company which specializes in
international telecommunications projects. Mr. Isaacs founded his software
development company in 1990 and that same year signed a contract developing a
speech recognition and speech verification calling card system for Sprint and
Texas Instruments, called the Voice Card. The following year, Isaacs
International, developed the largest hardware independent debit/pre-paid calling
card system in the United States for Sprint Telemedia. These projects carved a
telecommunications niche for Isaacs and since then Isaacs has provided software
and services to Sprint International, Coca-Cola, Microsoft, NBC, FTD, ADP, H&R
Block, Matrix Telecom, Hallmark Card, JVC, Sprint Canada, Cheseborough-Ponds and
many other companies.
VERNON F. WILLIAMS M.D., AGE 40
Dr. Williams has been an emergency Medicine physician since 1985. Dr. Williams
is currently also the Vice-President of World Tech Laboratories. He received his
medical degree from the Albert Einstein College of Medicine in 1983, and has a
significant VITA of activities and accomplishments in the medical field.
SYED G. ZAIDI, AGE 51
Mr. Zaidi has over twenty years management experience in international
operations, profit and loss, business development, marketing, sales,
manufacturing and engineering. His expertise is in the area of planning and the
establishment and eventual operation of manufacturing facilities.
In 1980 Mr. Zaidi founded Alphacom, Inc., a company engaging in the business of
design, manufacturing and marketing of computer printer products for OEM and
consumers. Within three years sales grew to $35MM with a $100MM backlog. The
company expanded distribution from the United States to include OEM distributors
in Germany, Japan, Italy, France and the United Kingdom. He initiated and
maintained relationships with financial institutions and investment bankers in
order to raise over $12MM in operating capital. He sold his interest in
Alphacom, Inc. in 1984. Mr. Zaidi has agreed to reenter the business world with
BJO Enterprises Ltd.
Mr. Zaidi is a graduate of Oklahoma State University with a B.S. in Electrical
Engineering.
B. SIGNIFICANT EMPLOYEES
Other than the executive officers, the Company does not have any significant
employees.
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C. FAMILY RELATIONSHIPS
Bernardo Leonard is the husband of Jo Leonard.
D. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Events that may be material to an evaluation of the ability or integrity of any
director, person nominated to become a director, executive officer, promoter or
control person of the Company and which may have occurred within the past five
years are indicated below by 'yes' or 'no'.
(1) Any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time: No
(2) Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses):
No
(3) Being subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting that
person's involvement in any type of business, securities or banking
activities: No
(4) Being found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not
been reversed, suspended, or vacated: No
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
NAME AND PRINCIPAL YEAR SALARY BONUS OTHER ANNUAL
POSITION COMPENSATION
Bernardo Leonard, CEO 1997 $0 $0 $0
Jo Leonard, Secretary 1997 $0 $0 $0
Paul Garza, Treasurer 1997 $0 $0 $0
LONG TERM COMPENSATION
AWARDS PAYOUTS
------------------------------- ---------------------
NAME AND PRINCIPAL YEAR RESTRICTED SECURITIES LTIP ALL OTHER
POSITION STOCK UNDERLYING PAYOUTS COMPEN-
AWARDS OPTIONS/ SATION
SARS (#)
Bernardo Leonard, CEO 1997 $0 None $0 $0
Jo Leonard, Secretary 1997 $0 None $0 $0
Paul Garza, Treasurer 1997 $0 None $0 $0
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
A. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
(1) Title of Class (2) Name and Address of (3) Amount and Nature of (4) Percent of Class
Beneficial Owner Beneficial Ownership
Common Stock Bernardo Leonard 4,000,000 issued shares 100%
6623 Callaghan Road
Suite 2401
San Antonio, TX 78229
B. SECURITY OWNERSHIP OF MANAGEMENT
(1) Title of Class (2) Name and Address of (3) Amount and Nature of (4) Percent of Class
Beneficial Owner Beneficial Ownership
Common Stock Bernardo Leonard 4,000,000 issued shares 100%
6623 Callaghan Road
Suite 2401
San Antonio, TX 78229
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have not been any transactions during the last two years, or proposed
transactions, to which the Company was or is to be a party, in which any of the
executive officer or director had or is to have a direct or indirect material
interest.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
This item is not applicable to the Registrant.
USE OF PROCEEDS
IF MAXIMUM SOLD
AMOUNT %
---------- -------
TOTAL PROCEEDS $1,100,000 100.00%
Less: Offering Expenses
Sales Commission $0 0%
Legal and Accounting $10,000 0.91%
Organizational and Filing Fees $5,000 0.45%
Printing and Mailings $1,000 0.09%
Net Proceeds from Offering $1,084,000 98.55%
Use of Net Proceeds
Legal and Accounting (Acquisitions) $250,000 23.06%
Mezzanine Financing (Acquisitions) $700,000 64.58%
Working Capital Reserve $134,000 12.36%
TOTAL USE OF NET PROCEEDS $1,084,000 100.00%
13
<PAGE>
DETERMINATION OF OFFERING PRICE
The exercise price of the shares has been arbitrarily determined by the Company
and does not bear any relationship to book value, assets, earnings, or any other
accepted criterion of value. The exercise price should not be regarded as an
indication of any future market price of the securities offered hereby. Likewise
the price of the warrant has been arbitrarily determined by the Company.
DILUTION
This offering involves immediate substantial dilution of the book value of the
common equity offered hereby from the exercise price of $1.00 per share. Such
dilution will be $0.88 per share if the maximum number of shares offered hereby
are sold. In addition, upon the sale of the maximum number of shares offered
hereby, the purchasers will have invested $1,100,000, will have assumed
virtually all of the financial risks through purchase of the shares, and will
own 20% of the outstanding shares of common stock of the Company, while the
present shareholder will have invested only $1,000 and will own 80% of the
outstanding shares of common stock of the Company.
SELLING SECURITY HOLDERS
No security holder of the Registrant is offering securities for sale in the
Offering.
RECENT SALES OF UNREGISTERED SECURITIES
The Company has had no recent sales of unregistered securities.
PLAN OF DISTRIBUTION
The Company will solicit and attempt to engage one or more market makers to make
the market in its common equity upon the receipt of an Effective Date. The
Company will offer the warrants for sale to a limited number of investors, none
of whom are currently security holders but who have expressed interest in
becoming security holders subject to the registration of the Company's common
equity and to other possible interested parties through networking.
INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel has received or is receiving an interest in the Company
exceeding $50,000 based upon the fair market value of all securities received or
to be received, or subject to options, warrants or rights received or to be
received.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant will file for an acceleration of the Effective Date of the
registration statement under Rule 461 of the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is
14
<PAGE>
asserted by such director, officer or controlling person in connection with the
securities being registered, the small business issuer will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
This item is not applicable to the Registrant.
15
<PAGE>
TO:
BJO ENTERPRISES
BJO ENTERPRISES
2533 N. CARSON ST SUITE 3383
CARSON CITY, NV 89706
The accompanying Balance Sheet of BJO ENTERPRISES / BJO ENTERPRISES, related
Statements of Income and all other related schedules and statements for the
period ending 12-31-97 have been prepared by us.
During the course of this preparation we did notice that the company prepares
its Financial Statements on a basis of cash receipts and disbursements.
Generally accepted accounting principles require that Financial Statements be
prepared on the accrual basis. Accordingly, these statements are not intended to
present financial position and results of operations in conformity with
generally accepted accounting principles.
Management has elected to omit the Statement of Cash Flow and substantially all
of the disclosures required by generally accepted accounting principles. If the
omitted disclosures and Statement of Cash Flow were included in the Financial
Statements. They might influence the user's conclusions about the company's
financial position.
Our preparation is limited to presenting information that is the representation
of the management of the company in the form of financial statements. These
financial statements are designed for internal use and not for use by those who
are not informed in such matters.
Cordially.
PADGETT BUSINESS SERVICES
<PAGE>
BJO ENTERPRISES
BJO ENTERPRISES
2533 N. CARSON ST SUITE 3383
CARSON CITY, NV 89706
BALANCE SHEET
12-31-97
ASSETS
CURRENT ASSETS
CASH
CASH 1,004
------
TOTAL CASH 1,004
------
TOTAL CURRENT ASSETS 1,004
FIXED ASSETS
EQUIPMENT 35,187
FURNITURE & FIXTURES 3,400
------
TOTAL FIXED ASSETS 38,587
OTHER ASSETS
TOTAL OTHER ASSETS 0
------
TOTAL ASSETS 39,591
======
* This summary and any related tax or other reports have been prepared from
information furnished to us by management.
1
<PAGE>
BJO ENTERPRISES
BJO ENTERPRISES
2533 N. CARSON ST SUITE 3383
CARSON CITY, NV 89706
BALANCE SHEET
12-31-97
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
P/R TAXES PAYABLE 3,510
------
TOTAL CURRENT LIABILITIES 3,510
LONG-TERM LIABILITIES
TOTAL LONG-TERM LIABILITIES 0
------
TOTAL LIABILITIES 3,510
STOCKHOLDERS' EQUITY
CAPITAL STOCK 100,000
PAID IN CAPITAL 70,000
OPENING RETAINED EARNINGS 0
NET INCOME YTD (133,919)
DIVIDENDS 0
--------
CLOSING RETAINED EARNINGS (133,919)
--------
TOTAL STOCKHOLDERS' EQUITY 36,081
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 39,591
========
* This summary and any related tax or other reports have been prepared from
information furnished to us by management.
2
<PAGE>
SIGNATURE PAGE
The issuer has duly caused this offering statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of San Antonio, State of
Texas on January __ ,1998.
Applicant: BJO Enterprises Ltd.
By: BERNARDO LEONARD, PRESIDENT
Bernardo Leonard, President
CORPORATE ACKNOWLEDGMENT
State of Texas}
County of _________}
On this ______ day of __________, 1998, before me, __________________, the
undersigned officer, personally appeared Bernardo Leonard known personally to me
to be the President of BJO Enterprises Ltd. and acknowledged that he, as an
officer being authorized so to do, executed the foregoing instrument for the
purposes therein contained, by signing the name of the corporation by herself as
an officer.
IN WITNESS WHEREOF I have hereunto set my hand and official seal.
___________________________________________
Notary Public/Commissioner of Oaths
My Commission Expires ____________________
(Seal)
<PAGE>
SIGNATURE PAGE
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant: BJO Enterprises Ltd.
By: BERNARDO LEONARD Date: 2-28-98
Bernardo Leonard, President
CORPORATE ACKNOWLEDGMENT
State of Texas}
County of _____}
On this 28th day of January, 1998, before me, Bernardo Leonard, the undersigned
officer, personally appeared Bernardo Leonard known personally to me to be the
President of BJO Enterprises Lt. and acknowledged that he, as an officer being
authorized so to do, executed the foregoing instrument for the purposes therein
contained, by signing the name of the corporation by herself as an officer.
IN WITNESS WHEREOF I have hereunto set my hand and official seal.
/s/ GLORIA M. WARD
Notary Public/Commissioner of Oaths
(Seal) My Commission Expires October 24, 1998
EXHIBIT 3.1
SECRETARY OF STATE
THE GREAT SEAL OF THE STATE OF NEVADA
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that BJO ENTERPRISES LTD. did on SEPTEMBER 25, 1997 file in this
office the original Articles of Incorporation; that said Articles are now on
file and of record in the office of the Secretary of State of the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set
my hand and affixed the Great Seal of
State, at my office, in Carson City,
[SEAL] Nevada, on SEPTEMBER 26, 1997.
/s/ DEAN HELLER
Secretary of State
By /s/ MARY [ILLEGIABLE]
1 Certification Clerk
<PAGE>
ARTICLES OF INCORPORATION
OF
BJO ENTERPRISES LTD.
FIRST. The name of the corporation is:
BJO ENTERPRISES LTD
SECOND. Its registered office in the State of Nevada is located at 2533
North Carson Street, Carson City, Nevada 89706 that this Corporation may
maintain an office, or offices, in such other place within or without the State
of Nevada as may be from time to time designated by the Board of Directors, or
by the By-Laws of said Corporation, and that this Corporation may conduct all
Corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada.
THIRD. The objects for which this Corporation is formed are: To engage in
any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred upon
corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.
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<PAGE>
(C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have power to sue and be sued in any court of law or equity.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal estate
and to mortgage or lease any such real and personal estate with its franchises.
The power to hold real and personal estate shall include the power to take the
same by devise or bequest in the State of Nevada, or in any other state,
territory or country.
(G) Shall have power to appoint such officers and agents as the affairs of
the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not inconsistent with the constitution
or laws of the United States, or of the State of Nevada, for the management,
regulation and government of its affairs and property, the transfer of its
stock, the transaction of its business, and the calling and holding of meetings
of its stockholders.
(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
(J) Shall have power to adopt and use a common seal or stamp, and alter the
same at pleasure. The use of a seal or stamp by the corporation on any corporate
documents is not necessary. The corporation may use a seal or stamp, if it
desires, but such use or nonuse shall not in any way affect the legality of the
document.
(K) Shall have power to borrow money and contract debts when necessary for
the transaction of its business, or for the exercise of its corporate rights,
privileges or franchises,
2
<PAGE>
or for any other lawful purpose of its incorporation; to issue bonds, promissory
notes, bills of exchange, debentures, and other obligations and evidences of
indebtedness, payable at a specified time or times, or payable upon the
happening of a specified event or events, whether secured by mortgage, pledge or
otherwise, or unsecured, for money borrowed, or in payment for property
purchased, or acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock of, or
any bonds, securities or evidences of the indebtedness created by, any other
corporation or corporations of the State of Nevada, or any other state or
government, and, while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its own
capital stock, and use therefor its capital, capital surplus, surplus, or other
property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries.
(O) Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the
3
<PAGE>
objects of the corporation, whether or not such business is similar in nature to
the objects set forth in the certificate or articles of incorporation of the
corporation, or any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities, as may be allowed by
law.
FOURTH. That the total number of common stock authorized that may be issued
by the Corporation is ONE HUNDRED MILLION (100,000,000) shares of stock @ $.001
par value and no other class of stock shall be authorized. Said shares may be
issued by the corporation from time to time for such considerations as may be
fixed by the Board of Directors.
FIFTH. The governing board of this corporation shall be known as directors,
and the number of directors may from time to time be increased or decreased in
such manner as shall be provided by the By-Laws of this Corporation, providing
that the number of directors shall not be reduced to fewer than one (1).
The name and post office address of the first board of Directors shall be one
(1) in number and listed as follows:
NAME POST OFFICE ADDRESS
Brent Buscay 2533 North Carson Street
Carson City, Nevada 89706
SIXTH. The capital stock, after the amount of the subscription price, or
par value, has been paid in, shall not be subject to assessment to pay the debts
of the corporation.
4
<PAGE>
SEVENTH. The name and post office address of the Incorporator signing the
Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
Brent Buscay 2533 North Carson Street
Carson City, Nevada 89706
EIGHTH. The resident agent for this corporation shall be:
LAUGHLIN ASSOCIATES, INC.
The address of said agent, and, the registered or statutory address of this
corporation in the state of Nevada, shall be:
2533 North Carson Street
Carson City, Nevada 89706
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter
or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one (1)
or more committees, each committee to consist of one or more of the Directors of
the Corporation,
5
<PAGE>
and may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation. Such committee, or committees, shall
have such name, or names, as may be stated in the By-Laws of the Corporation, or
as may be determined from time to time by resolution adopted by the Board of
Directors.
When and as authorized by the affirmative vote of the Stockholders holding
stock entitling them to exercise at least a majority of the voting power given
at the Stockholders meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the Board of Directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its good will and its corporate franchises, upon such
terms and conditions as its Board of Directors deems expedient and for the best
interests of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.
TWELFTH. No director or officer of the Corporation shall be personally
liable to the Corporation or any of its stockholders for damages for breach for
breach of fiduciary duty as a director or officer involving any act or omission
of any such director or
6
<PAGE>
officer; provided, however, that the foregoing provision shall not eliminate or
limit the liability of a director or officer (i) for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or (ii) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. 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.
THIRTEENTH. This Corporation reserves the right to amend, alter, change or
repeal any provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by statute, or by the Articles of Incorporation, and
all rights conferred upon Stockholders herein are granted subject to this
reservation.
7
EXHIBIT 3.2
BJO ENTERPRISES LTD
BY-LAWS
ARTICLE I MEETING OF SHAREHOLDERS
1. Shareholders' Meetings shall be held in the office of the corporation,
at Carson City, NV, or at such other place or places as the Directors shall,
from time to time, determine.
2. The annual meeting of the shareholders of this corporation shall be held
at 11:00 a.m., on the 25th day of September of each year beginning in 1998, at
which time there shall be elected by the shareholders of the corporation a Board
of Directors for the ensuing year, and the shareholders shall transact such
other business as shall properly come before them. If the day fixed for the
annual meeting shall be a legal holiday such meeting shall be held on the next
succeeding business day.
3. A notice signed by any Officer of the corporation or by any person
designated by the Board of Directors, which sets forth the place of annual
meeting, shall be personally delivered to each of the shareholders of record, or
mailed postage prepaid, at the address as appears on the stock book of the
corporation, or if no such address appears in the stock book of the corporation,
to his last known address, at least ten (10) days prior to the annual meeting.
Whenever any notice whatever is required to be given under any article of
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to the notice, whether before or after the time of the meeting of the
shareholders, shall be deemed equivalent to proper notice.
4-1
<PAGE>
4. A majority of the shares issued and outstanding, either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of the shareholders.
5. If a quorum is not present at the annual meeting, the shareholders
present, in person or by proxy, may adjourn to such future time as shall be
agreed upon by them, and notice of such adjournment shall be mailed, postage
prepaid, to each shareholder of record at least ten (10) days before such date
to which the meeting was adjourned; but it a quorum is present, they may adjourn
from day to day as they see fit, and no notice of such adjournment need by
given.
6. Special meetings of the shareholders may be called at anytime by the
President; by all of the Directors provided there are no more than three, or if
more than three, by any three Directors; or by the holder of a majority share of
the capital stock of the corporation. The Secretary shall send a notice of such
called meeting to each shareholder of record at least ten (10) days before such
meeting, and such notice shall state the time and place of the meeting, and the
object thereof. No business shall be transacted at a special meeting except as
stated in the notice to the shareholders, unless by unanimous consent of all
shareholders present, either in person or by proxy.
7. Each shareholder shall be entitled to one vote for each share of stock
in his own name on the books of the corporation, whether represented in person
or by proxy.
8. At all meetings of shareholders, a shareholder may vote by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting.
9. The following order of business shall be observed at all meetings of the
4-2
<PAGE>
shareholders so far as is practicable:
a. Call the roll;
b. Reading, correcting, and approving
of the minutes of the previous meeting;
c. Reports of Officers;
d. Reports of Committees;
e. Election of Directors;
f. Unfinished business; and
g. New business.
10. Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action to be taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter
thereof.
ARTICLE II STOCK
1. Certificates of stock shall be in a form adopted by the Board of
Directors and shall be signed by the President and Secretary of the
corporation.
2. All certificates shall be consecutively numbered; the name of the person
owning the shares represented thereby, with the number of such shares and
the date of issue shall be entered on the company's books.
3. All certificates of stock transferred by endorsement thereon shall be
surrendered by cancellation and new certificates issued to the purchaser or
assignee.
4. Upon surrender to the corporation or the transfer agent of the
corporation of a
4-3
<PAGE>
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, and
cancel the old certificate; every such transfer shall be entered on the transfer
book of the corporation.
5. The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this state.
ARTICLE III DIRECTORS
1. A Board of Directors, consisting of at least one (1) person shall be
chosen annually by the shareholders at their meeting to manage the affairs of
the corporation. The Directors' term of office shall be one (1) year, and
Directors may be re-elected for successive annual terms.
2. Vacancies on the Board of Directors by reason of death, resignation or
other causes shall be filled by the remaining Director or Directors choosing a
Director or Directors to fill the unexpired term.
3. Regular meetings of the Board of Directors shall be held at 1:00 p.m.,
on the 25th day of September of each year beginning in 1998 at the office of the
company at Carson City, NV, or at such other time or place as the Board of
Directors shall by resolution appoint; special meetings may be called by the
President or any Director giving ten (10) days notice to each Director. Special
meetings may also be called by execution of the appropriate waiver of notice and
called when executed by a majority of the Directors of the company. A majority
of the
4-4
<PAGE>
4. The Directors shall have the general management and control of the
business and affairs of the corporation and shall exercise all the powers that
may be exercised or performed by the corporation, under the statutes, the
Articles of Incorporation, and the By-Laws. Such management will be by equal
vote of each member of the Board of Directors with each Board member having an
equal vote.
5. The act of the majority of the Directors present at a meeting at which a
quorum is present shall be the act of the Directors.
6. A resolution, in writing, signed by all or a majority of the members of
the Board of Directors, shall constitute action by the Board of Directors to
effect therein expressed, with the same force and effect as though such
resolution had been passed at a duly convened meeting; and it shall be the duty
of the Secretary to record every such resolution in the Minute Book of the
corporation under its proper date.
7. Any or all of the Directors may be removed for cause by vote of the
shareholders or by action of the Board. Directors may be removed without cause
only by vote of the shareholders.
8. A Director may resign at any time by giving written notice to the Board,
the President or the Secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the Board
or such Officer, and the acceptance of the resignation shall not be necessary to
make it effective.
9. A Director of the corporation who is present at a meeting of the
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action
4-5
<PAGE>
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the Secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
ARTICLE IV OFFICERS
1. The Officers of this company shall consist of: a President, one or more
Vice Presidents, Secretary, Treasurer, and such other officers as shall, from
time to time, be elected or appointed by the Board of Directors.
2. The PRESIDENT shall preside at all meetings of the Directors and the
shareholders and shall have general charge and control over the affairs of the
corporation subject to the Board of Directors. He shall sign or countersign all
certificates, contracts and other instruments of the corporation as authorized
by the Board of Directors and shall perform all such other duties as are
incident to his office or are required by him by the Board of Directors.
3. The VICE PRESIDENT shall exercise the functions of the President during
the absence or disability of the President and shall have such powers and such
duties as may be assigned to him, from time to time, by the Board of Directors.
4. The SECRETARY shall issue notices for all meetings as required by the
By-Laws, shall keep a record of the minutes of the proceedings of the meetings
of the shareholders and Directors, shall have charge of the corporate books, and
shall make such reports and perform such other duties as are incident to his
office, or properly required of him by the Board of Directors. He shall be
responsible that the corporation complies with Section 78.105 of the
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<PAGE>
Nevada Revised Statutes and supplies to the Nevada Resident Agent or Registered
Office in Nevada, any and all amendments to the corporation's Articles of
Incorporation and any and all amendments or changes to the By-Laws of the
corporation. In compliance with Section 78.105, he will also supply to the
Nevada Resident Agent or Registered Office in Nevada, and maintain, a current
statement setting out the name of the custodian of the stock ledger or duplicate
stock ledger, and the present and complete Post Office address, including street
and number, if any, where such stock ledger or duplicate stock ledger is kept.
5. The TREASURER shall have the custody of all monies and securities of the
corporation and shall keep regular books of account. He shall disburse the funds
of the corporation in payment of the just demands against the corporation, or as
may be ordered by the Board of Directors, making proper vouchers for such
disbursements and shall render to the Board of Directors, from time to time, as
may be required of him, an account of all his transactions as Treasurer and of
the financial condition of the corporation. He shall perform all duties incident
to his office or which are properly required of him by the Board of Directors.
6. The RESIDENT AGENT shall be in charge of the corporation's registered
office in the State of Nevada, upon whom process against the corporation may be
served and shall perform all duties required of him by statute.
7. The salaries of all Officers shall be fixed by the Board of Directors
and may be changed, from time to time, by a majority vote of the Board.
8. Each of such Officers shall serve for a term of one (1) year or until
their successors are chosen and qualified. Officers may be re-elected or
appointed for successive annual terms.
4-7
<PAGE>
9. The Board of Directors may appoint such other Officers and Agents, as it
shall deem necessary or expedient, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined,
from time to time, by the Board of Directors.
10. Any Officer or Agent elected or appointed by the Directors may be
removed by the Directors whenever in their judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
11. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Directors for the unexpired
portion of the term.
ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Corporation shall indemnify any and all of its Directors and Officers,
and its former Directors and Officers, or any person who may have served at the
corporation's request as a Director or Officer of another corporation in which
it owns shares of capital stock or of which it is a creditor, against expenses
actually and necessarily incurred by them in connection with the defense of any
action, suit or proceeding in which they, or any of them, are made parties, or a
party, by reason of being or having been Director(s) or Officer(s) of the
corporation, or of such other corporation, except, in relation to matters as to
which any such Director or Officer or former Director or Officer or person shall
be adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty. Such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled, under
By-Law, agreement, vote of shareholders or otherwise.
4-8
<PAGE>
ARTICLE VI DIVIDENDS
The Directors may, from time to time, declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE VII WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or Director of the corporation under the provisions of
these By-Laws or under the provisions of the Articles of Incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE VIII AMENDMENTS
1. Any of these By-Laws may be amended by a majority vote of the
shareholders at any annual meeting or at any special meeting called for that
purpose.
2. The Board of Directors may amend the By-Laws or adopt additional
By-Laws, but shall not alter or repeal any By-Laws adopted by the shareholders
of the company.
CERTIFIED TO BE THE BY-LAWS OF:
BJO ENTERPRISES LTD
BY: [ILLEGIBLE]
Secretary
4-9
EXHIBIT 5
STEVEN F. STUCKER, CHARTERED
A PROFESSIONAL LAW CORPORATION
400 W. KING STREET, SUITE 101
CARSON CITY, NEVADA 89703
702-884-1979
FAX 702-884-1938
January 5, 1998
SECURITIES EXCHANGE COMMISSION
RE: OPINION ON LEGALITY
BJO ENTERPRISES LTD., a Nevada corporation; EIN 88-0378978
Dear Sirs;
I have been requested to prepare an opinion on the legality of the proposed
offering of stock by BJO ENTERPRISES LTD., a Nevada corporation. I am an
attorney at law duly licensed to practice law in the State of Nevada. I have
licensed in Nevada since September 1974 and am currently in good standing with
the State Bar of Nevada.
I have reviewed the Articles of Incorporation of BJO Enterprises LTD.,
filed with the Nevada Secretary of State on September 25, 1997; the Certificate
Amending Articles of Incorporation of BJO Enterprises Ltd., filed on December 3,
1997; the By-Laws of BJO Enterprises Ltd.; the Corporate Charter of BJO
Enterprises Ltd., executed by the Nevada Secretary of State on September 26,
1997; the corporate records relating to BJO Enterprises Ltd., of the Secretary
of State of Nevada; the Prospectus of BJO Enterprises Ltd., and its accompanying
documents; the appropriate chapters and sections of the Nevada Revised Statutes
applicable to business corporations; and such other documents that in my opinion
are necessary or appropriate for the preparation of my opinion.
The documentation available to me revealed that the corporation has total
authorized stock of 100 million shares, consisting of 50 million shares of
common stock of $.001 par value and 50 million shares of convertible preferred
stock at $.001 par value. In consideration of the information presented and
available, the number of shares of stock available for issuance, and the
relevant sections of Nevada statutory law, it is my opinion that BJO Enterprises
Ltd., a Nevada corporation, is lawfully incorporated in the State of Nevada,
that it is currently in good standing, and that the securities being registered
hereunder will, when sold, be legally issued, fully paid and non-assessable.
Sincerely,
STEVEN F. STUCKER
Steven F. Stucker
State Bar No: 000039
EXHIBIT 99.1
RESOLUTION
WRITTEN CONSENT OF ORIGINAL DIRECTOR(S)/OFFICER(S) OF
BJO ENTERPRISES LTD
The undersigned, being all or a quorum of the original temporary
Director(s)/Officer(s) of BJO ENTERPRISES LTD, a Nevada Corporation, named in
the original Articles of Incorporation, for purposes of incorporation only,
which were filed with the Secretary of State of Nevada on the 25th day of
September, 1997, do hereby consent, in writing, pursuant to NRS 78.315 to the
following resolution:
RESOLVED, that this corporation shall be offered for sale and sold in its
present shell form prior to the issuance or sale of any of the corporation's
capital stock and/or election of permanent Directors and Officers and without
further organizational procedures or the further conduct of any business,
internal or otherwise; any and all such matters, privileges and responsibilities
being deferred in favor of the new owners, Directors and Officers; with the
exceptions that the original Articles of Incorporation of this corporation may
be amended by majority of the original incorporators to accommodate the request
and pleasure of the buyer of this said corporate shell and,
FURTHER, the Directors shall guarantee to, and indemnify the buyer of this
corporation that there are NO liabilities, taxes or encumbrances of any kind or
nature whatsoever outstanding against this corporation and resign as a Director
and Officer of this corporation transferring all right, title and interest in
and to this corporation to the new owners, etc.
2-1
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Written Consent as of the
date hereof.
DATED AT Carson City, this 25th day of September, 1997.
/s/BRENT BUSCAY
Brent Buscay, Director
2-2
EXHIBIT 99.2
[BJO ENTERPRISES, LTD. LETTERHEAD]
EMPLOYMENT CONTRACT
This Employment Contract ("this Contract") is made effective September 25,
1997 by, and between BJO ENTERPRISES, LTD ("the Employer"), of 2533 NORTH
CARSON ST, SUITE 3383, CARSON CITY, NEVADA 89706, and BERNARDO LEONARD LACOUR
("Employee"), of 13419 WAKEWOOD ST, SAN ANTONIO, TEXAS 78233.
A. Employee is engaged in the business of SPORTS, ENTERTAINMENT, MEDICAL
RESEARCH, CLOTHING and TRANSPORTATION.
B. Employer desires to have the services of the Employee.
C. Employee is willing to be employed by Employer.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Employer shall employ Employee as CHIEF EXECUTIVE OFFICER AND
PRESIDENT. Employee accepts and agrees to such employment. Employee shall
perform such duties as are customarily performed by an employee in these
positions.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability, experience, and talents,
all of the duties that may be required by the express and implicit terms of this
Contract, to the reasonable satisfaction of Employer. Such duties shall be
provided at SAN ANTONIO, TEXAS and at such other place(s) as the needs,
business, or opportunities of the Employer may require from time to time.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
Employee under this Contract, Employer will pay Employee an annual salary of
$204,000.00. Salary is payable in semi-monthly installments on the first day and
the fifteenth day of each month. Upon termination of this Contract, payments
under this paragraph shall cease; provided, however, that the Employee shall
be entitled to payments for periods or partial periods that occurred prior to
the date of termination and for which the Employee has not yet been paid.
<PAGE>
4. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Employee shall provide Employer
with all information, suggestions, and recommendations regarding Employer's
business, of which Employee has knowledge, that will be of benefit to Employer.
5. REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH EMPLOYER POLICY. The Employer
will reimburse Employee for "out-of-pocket" expenses in accordance with Employer
policies in effect from time to time. Employer will also pay for any business
related travel and expenses incurred from the business trips.
6. CONFIDENTIALITY. Employee recognizes that Employer has and will have
information regarding the following:
-inventions
-products
-costs
-discounts
-future plans
-business affairs
-processes
-trade secrets
-technical matters
-customer lists
-product designs
-copyrights
and other vital information (collectively, "Information") which are valuable,
special and unique assets of Employer. Employee agrees that the Employee will
not at any time or in any manner, either directly or indirectly, divulge,
disclose, or communicate in any manner any Information to any third party
without the prior written consent of the Employer. Employee will protect the
Information and treat it as strictly confidential. A violation by Employee of
this paragraph shall be a material violation of this Contract and will justify
legal and /or equitable relief.
7. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Employee has
disclosed (or has threatened to disclose) Information in violation of this
Contract, Employer shall be entitled to an injunction to restrain Employee from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. Employer shall not be prohibited by this provision from pursuing
other remedies, including a claim for losses and damages.
<PAGE>
8. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Contract shall remain in full force and effect for a 2 Year
period after the termination of Employee's employment. During such 2 Year
period, neither party shall make or permit the making of any public announcement
or statement of any kind that Employee was formerly employed by or connected
with Employer.
9. NON-COMPETE AGREEMENT. Recognizing that the various items of Information are
special and unique assets of the company, Employee agrees and covenants that for
a period of 2 Years following the termination of this Agreement, whether such
termination is voluntary or involuntary, Employee will not directly or
indirectly include the area within a 250 mile radius of SAN ANTONIO, TEXAS
directly or indirectly engaging in any competitive business includes, but is not
limited to, (i) engaging in a business as owner, partner or agent, (ii) becoming
an employee of any third party that is engaged in such business, (iii) becoming
interested directly or indirectly in any such business, or (iv) soliciting any
customer of Employer for the benefit of a third party that is engaged in such
business.
10. EMPLOYEE'S INABILITY TO CONTRACT FOR EMPLOYER. Employee shall not have the
right to make any contracts or commitments for or on behalf of Employer without
first obtaining the express written consent of Employer.
11. OTHER BENEFITS. Employee will receive 60,000,000 shares of common stock and
30,000,000 shares of preferred stock in BJO ENTERPRISES, LTD that will be
placed in a trust at execution of this contract. A yearly end of the business
bonus of 10% of net profit. A company car when financial position of company
warrants it. Employee further has the option in the future to purchase (1)
million shares of stock in BJO ENTERPRISES, LTD at 50% of the initial public
offering price. Employee will receive $2,000.00 annually for serving as a member
of the Board of Directors. When company becomes public, Employer will provide
employee with Officer's and Director's Errors and Omissions Liability coverage.
12. VACATION. Employee will have earned 2 weeks paid vacation after the first
six months of the first year of employment. Second year of employment, employee
will have earned 3 weeks paid vacation to be taken at a time (or) times
determined in advance discussions between Employee and Employer. Third year of
employment, employee will have earned 4 weeks paid vacation to be taken at a
time (or) times determined in advance discussions between Employee and Employer.
<PAGE>
13. SICK LEAVE/PERSONAL BUSINESS. After completion of SIX MONTHS of employment,
Employee shall be entitled to SEVEN days paid time due to illness each year of
employment beginning on the first date of Employee's employment. Sick leave
benefits may not be converted into cash compensation. Employee's rights to
unused sick leave benefits shall be forfeited upon termination of employment.
14. HOLIDAYS. Employee shall be entitled to the following holidays with pay
during each calendar year:
-New Year's Day -Memorial Day -Independence Day
-Labor Day -Thanksgiving Day -Christmas Day
15. RETURN OF PROPERTY. Upon termination of this Contract, the Employee shall
deliver all property (including keys, ledgers, records, notes, data, memorandum,
models, and equipment) that is in the Employee's possession or under the
Employee's control which is Employer's property or related to Employer's
business.
16. NOTICES. All notices permitted under this Contract shall be in writing and
shall be deemed delivered when delivered in person or deposited in the United
States mail, postage paid, addressed as follows:
Employer:
BJO ENTERPRISES, LTD
2533 North Carson St Ste 3383
Carson City, NV 89706
Employee:
Bernardo Leonard LaCour
13419 Wakewood St
San Antonio, Tx 78233
Such addresses may be changed from time to time by either party by providing
written notice in the manner set forth above.
17. ENTIRE CONTRACT. This contract contains the entire contract of the parties
and there are not other promises or conditions in any other agreement whether
oral or written. This Contract supersedes any prior written or oral agreements
between the parties.
<PAGE>
18. AMENDMENT. This contract may be modified or amended, if the amendment is
made in writing and is signed by both parties.
19. SEVERABILITY. If any provisions of this Contract shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Contract is
invalid or unenforceable, but that by limiting such provisions it would become
valid or enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
20. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provisions shall continue to be valid and enforceable. If a court finds that any
provision of this Contract is invalid or unenforceable, but that by limiting
such provision it would become valid or enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
21. APPLICABLE LAW. This contract shall be governed by the laws of the State of
Nevada.
Employer:
BJO ENTERPRISES, LTD
By:BERNARDO LEONARD LaCOUR
BERNARDO LEONARD LaCOUR
CEO/PRESIDENT
Employee:
By:BERNARDO LEONARD LaCOUR
BERNARDO LEONARD LaCOUR
<PAGE>
[BJO ENTERPRISES, LTD. LETTERHEAD]
EMPLOYMENT CONTRACT
This Employment Contract ("this Contract") is made effective September 25, 1997
by, and between BJO ENTERPRISES, LTD ("the Employer"), of 2533 NORTH CARSON ST,
SUITE 3383, CARSON CITY, NEVADA 89706, and JO ANN LEONARD LACOUR ("Employee"),
of 13419 WAKEWOOD ST, SAN ANTONIO, TEXAS 78233.
A. Employee is engaged in the business of SPORTS, ENTERTAINMENT, MEDICAL
RESEARCH, CLOTHING and TRANSPORTATION.
B. Employee desires to have the services of the Employee.
C. Employee is willing to be employed by Employer.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Employer shall employ Employee as ASSISTANT VICE PRESIDENT and
SECRETARY. Employee accepts and agrees to such employment. Employee shall
perform such duties as are customarily performed by an employee in these
positions.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability, experience, and talents,
all of the duties that may be required by the express and implicit terms of this
Contract, to the reasonable satisfaction of Employer. Such duties shall be
provided at SAN ANTONIO, TEXAS and at such other place(s) as the needs,
business, or opportunities of the Employer may require from time to time.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
Employee under this Contract, Employer will pay Employee an annual salary of
$52,000.00. Salary is payable in semi-monthly installments on the first day and
the fifteenth day of each month. Upon termination of this Contract, payments
under this paragraph shall cease; provided, however, that the Employee shall be
entitled to payments for periods or partial periods that occurred prior to the
date of termination and for which the Employee has not yet been paid.
<PAGE>
4. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Employee shall provide Employer
with all information, suggestions, and recommendations regarding Employer's
business, of which Employee has knowledge, that will be of benefit to Employer.
5. REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH EMPLOYER POLICY. The Employer
will reimburse Employee for "out-of-pocket" expenses in accordance with Employer
policies in effect from time to time. Employer will also pay for any business
related travel and expenses incurred from the business trips.
6. CONFIDENTIALITY. Employee recognizes that Employer has and will have
information regarding the following:
-inventions
-products
-costs
-discounts
-future plans
-business affairs
-processes
-trade secrets
-technical matters
-customer lists
-product designs
-copyrights
and other vital information (collectively, "Information") which are valuable,
special and unique assets of Employer. Employee agrees that the Employee will
not at any time or in any manner, either directly or indirectly, divulge,
disclose, or communicate in any manner any Information to any third party
without the prior written consent of the Employer. Employee will protect the
Information and treat it as strictly confidential. A violation by Employee of
this paragraph shall be a material violation of this Contract and will justify
legal and/or equitable relief.
7. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Employee has
disclosed (or has threatened to disclose) Information in violation of this
Contract, Employer shall be entitled to an injunction to restrain Employee from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. Employer shall not be prohibited by this provision from pursuing
other remedies, including a claim for losses and damages.
<PAGE>
8. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Contract shall remain in full force and effect for a 2 Year
period after the termination of Employee's employment. During such 2 Year
period, neither party shall make or permit the making of any public announcement
or statement of any kind that Employee was formerly employed by or connected
with Employer.
9. NON-COMPETE AGREEMENT. Recognizing that the various items of Information are
special and unique assets of the company, Employee agrees and covenants that for
a period of 2 Years following the termination of this Agreement, whether such
termination is voluntary or involuntary, Employee will not directly or
indirectly include the area within a 250 mile radius of SAN ANTONIO, TEXAS
directly or indirectly engaging in any competitive business includes, but is not
limited to, (i) engaging in a business as owner, partner or agent, (ii) becoming
an employee of any third party that is engaged in such business, (iii) becoming
interested directly or indirectly in any such business, or (iv) soliciting any
customer of Employer for the benefit of a third party that is engaged in such
business.
10. EMPLOYEE'S INABILITY TO CONTRACT FOR EMPLOYER. Employee shall not have the
right to make any contracts or commitments for or on behalf of Employer without
first obtaining the express written consent of Employer.
11. OTHER BENEFITS. Employee will receive 1,000,000 (one million) shares of
common stock in BJO ENTERPRISES, LTD at the execution of this contract. Employee
further has the option in the future to purchase (1) million shares of stock in
BJO ENTERPRISES, LTD at 50% of the initial public offering price. Employee will
receive $2,000.00 annually for serving as a member of the Board of Directors.
When company becomes public, Employer will provide employee with Officer's and
Director's Errors and Omissions Liability coverage.
12. VACATION. Employee will have earned 2 weeks paid vacation after the first
six months of the first year of employments. Second year of employment, employee
will have earned 3 weeks paid vacation to be taken at a time (or) times
determined in advance discussions between Employee and Employer. Third year of
employment, employee will have earned 4 weeks paid vacation to be taken at a
time (or) times determined in advance discussions between Employee and Employer.
<PAGE>
13. SICK LEAVE/PERSONAL BUSINESS. After completion of SIX MONTHS of employment,
Employee shall be entitled to SEVEN days paid time due to illness each year of
employment beginning on the first date of Employee's employment. Sick leave
benefits may not be converted into cash compensation. Employee's rights to
unused sick leave benefits shall be forfeited upon termination of employment.
14. HOLIDAYS. Employee shall be entitled to the following holidays with pay
during each calendar year:
- -New Year's Day -Memorial Day -Independence Day
- -Labor Day -Thanksgiving Day -Christmas Day
15. RETURN OF PROPERTY. Upon termination of this Contract, the Employee shall
deliver all property (including keys, ledgers, records, notes, data, memorandum,
models, and equipment) that is in the Employee's possession or under the
Employee's control which is Employer's property or related to Employer's
business.
16. NOTICES. All notices permitted under this Contract shall be in writing and
shall be deemed delivered when delivered in person or deposited in the United
States mail, postage paid, addressed as follows:
Employer:
BJO ENTERPRISES, LTD
2533 North Carson St Ste 3383
Carson City, Nv 89706
Employee:
Jo Ann Leonard LaCour
13419 Wakewood St
San Antonio, Tx 78233
Such addresses may be changed from time to time by either party by providing
written notice in the manner set forth above.
17. ENTIRE CONTRACT. This contract contains the entire contract of the parties
and there are not other promises or conditions in any other agreement whether
oral or written. This Contract supersedes any prior written or oral agreements
between the parties.
<PAGE>
18. AMENDMENT. This contract may be modified or amended, if the amendment is
made in writing and is signed by both parties.
19. SEVERABILITY. If any provisions of this Contract shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Contract is
invalid or unenforceable, but that by limiting such provisions it would become
valid or enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
20. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provisions shall continue to be valid and enforceable. If a court finds that any
provision of this Contract is invalid or unenforceable, but that by limiting
such provision it would become valid or enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
21. APPLICABLE LAW. This contract shall be governed by the laws of the State of
Nevada.
Employer:
BJO ENTERPRISES, LTD
By: BERNARDO LEONARD LaCOUR
BERNARDO LEONARD LaCOUR
CEO/PRESIDENT
Employee:
By: JO ANN LEONARD LaCOUR
JO ANN LEONARD LaCOUR
<PAGE>
[BJO ENTERPRISES, LTD. LETTER HEAD]
EMPLOYMENT CONTRACT
This Employment Contract ("this Contract") is made effective September 25, 1997
by, and between BJO ENTERPRISES, LTD ("the Employer"), of 2533 NORTH CARSON
ST, SUITE 3383, CARSON CITY, NEVADA 89706, and PAUL M GARZA ("Employee"), of
9642 WICKLOW DR, SAN ANTONIO, TEXAS 78250.
A. Employee is engaged in the business of SPORTS, ENTERTAINMENT, MEDICAL
RESEARCH, CLOTHING and TRANSPORTATION.
B. Employer desires to have the services of the Employee.
C. Employee is willing to be employed by Employer.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Employer shall employ Employee as VICE PRESIDENT. Employee
accepts and agrees to such employment. Employee shall perform such duties as
are customarily performed by an employee in these positions.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability, experience, and talents,
all of the duties that may be required by the express and implicit terms of this
Contract, to the reasonable satisfaction of Employer. Such duties shall be
provided at SAN ANTONIO, TEXAS and at such other place(s) as the needs,
business, or opportunities of the Employer may require from time to time.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
Employee under this Contract, Employer will pay Employee an annual salary of
"NOT APPLICABLE AT THIS TIME". Salary is payable in semi-monthly installments on
the first day and the fifteenth day of each month. Upon termination of this
Contract, payments under this paragraph shall cease; provided, however, that the
Employee shall be entitled to payments for periods or partial periods that
occurred prior to the date of termination and for which the Employee has not yet
been paid.
<PAGE>
4. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Employee shall provide Employer
with all information, suggestions, and recommendations regarding Employer's
business, of which Employee has knowledge, that will be of benefit to Employer.
5. REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH EMPLOYER POLICY. The Employer
will reimburse Employee for "out-of-pocket" expenses in accordance with Employer
policies in effect from time to time. Employer will also pay for any business
related travel and expenses incurred from the business trips.
6. CONFIDENTIALITY. Employee recognizes that Employer has and will have
information regarding the following:
- inventions
- products
- costs
- discounts
- future plans
- business affairs
- processes
- trade secrets
- technical matters
- customer lists
- product designs
- copyrights
and other vital information (collectively, "Information") which are valuable,
special and unique assets of Employer. Employee agrees that the Employee will
not at any time or in any manner, either directly or indirectly, divulge,
disclose, or communicate in any manner any Information to any third party
without the prior written consent of the Employer. Employee will protect the
Information and treat it as strictly confidential. A violation by Employee of
this paragraph shall be a material violation of this Contract and will justify
legal and/or equitable relief.
7. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Employee has
disclosed (or has threatened to disclose) Information in violation of this
Contract, Employer shall be entitled to an injunction to restrain Employee from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. Employer shall not be prohibited by this provision from pursuing
other remedies, including a claim for losses and damages.
<PAGE>
8. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Contract shall remain in full force and effect for a 2 Year
period after the termination of Employee's employment. During such 2 Year
period, neither party shall make or permit the making of any public announcement
or statement of any kind that Employee was formerly employed by or connected
with Employer.
9. NON-COMPETE AGREEMENT. Recognizing that the various items of Information are
special and unique assets of the company, Employee agrees and covenants that for
a period of 2 Years following the termination of this Agreement, whether such
termination is voluntary or involuntary, Employee will not directly or
indirectly include the area within a 250 mile radius of SAN ANTONIO, TEXAS
directly or indirectly engaging in any competitive business includes, but is not
limited to, (i) engaging in a business as owner, partner or agent, (ii) becoming
an employee of any third party that is engaged in such business, (iii) becoming
interested directly or indirectly in any way business, or (iv) soliciting any
customer of Employer for the benefit of a third party that is engaged in such
business.
10. EMPLOYEE'S INABILITY TO CONTRACT FOR EMPLOYER. Employer shall not have the
right to make any contracts or commitments for or on behalf of Employer without
first obtaining the express written consent of Employer.
11. OTHER BENEFITS. Employee will receive 1,000,000 (one million) shares of
stock in BJO ENTERPRISES, LTD at the execution of this contract. Employee
further has the option in the future to purchase (1) million shares of stock in
BJO ENTERPRISES, LTD at 50% of the initial public offering price. Employee will
receive $2,000.00 annually for serving as a member of the Board of Directors.
When company becomes public, Employer will provide Employee with Officer's and
Director's Errors and Omissions Liability coverage.
12. VACATION. Employee will have earned 2 weeks paid vacation after the first
six months of the first year of employment. Second year of employment, employee
will have earned 3 weeks paid vacation to be taken at a time (or) times
determined in advance discussions between Employee and Employer. Third year of
employment, employee will have earned 4 weeks paid vacation to be taken at a
time (or) times determined in advance discussions between Employee and Employer.
<PAGE>
13. SICK LEAVE/PERSONAL BUSINESS. After completion of SIX MONTHS of employment,
Employee shall be entitled to SEVEN days paid time due to illness each year of
employment beginning on the first date of Employee's employment. Sick leave
benefits may not be converted into cash compensation. Employee's rights to
unused sick leave benefits shall be forfeited upon termination of employment.
14. HOLIDAYS. Employee shall be entitled to the following holidays with pay
during each calendar year:
-New Year's Day -Memorial Day -Independence Day
-Labor Day -Thanksgiving Day -Christmas Day
15. RETURN OF PROPERTY. Upon termination of this Contract, the Employee shall
deliver all property (including keys, ledgers, records, notes, data, memorandum,
models, and equipment) that is in the Employee's possession or under the
Employee's control which is Employer's property or related to Employer's
business.
16. NOTICES. All notices permitted under this Contract shall be in writing and
shall be deemed delivered when delivered in person or deposited in the United
States mail, postage paid, addressed as follows:
Employer:
BJO ENTERPRISES, LTD
2533 North Carson St Ste 3383
Carson City, Nv 89706
Employee:
Paul M. Garza
9642 Wicklow Dr
San Antonio, Tx 78250
Such addresses may be changed from time to time by either party by providing
written notice in the manner set forth above.
17. ENTIRE CONTRACT. This contract contains the entire contract of the parties
and there are not other promises or conditions in any other agreement whether
oral or written. This Contract supersedes any prior written or oral agreements
between the parties.
<PAGE>
18. AMENDMENT. This contract may be modified or amended, if the amendment is
made in writing and is signed by both parties.
19. SEVERABILITY. If any provisions of this Contract shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Contract is
invalid or unenforceable, but that by limiting such provisions it would become
valid or enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
20. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provisions shall continue to be valid and enforceable. If a court finds that any
provision of this Contract is invalid or unenforceable, but that by limiting
such provision it would become valid or enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
21. APPLICABLE LAW. This contract shall be governed by the laws of the State of
Nevada.
Employer:
BJO ENTERPRISES, LTD
By:BERNARDO LEONARD LaCOUR
BERNARDO LEONARD LaCOUR
CEO/PRESIDENT
Employee:
By:PAUL M. GARZA
PAUL M. GARZA
EXHIBIT 99.3
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING
SIGNIFICANT REPRESENTATIONS ARE
CALLED FOR HEREIN
SUBSCRIPTION AGREEMENT
AND
LETTER OF INVESTMENT INTENT
BJO Enterprises Ltd.
6623 Callaghan Road, Suite 2402
San Antonio, TX 78229
Gentlemen:
The undersigned hereby tenders this subscription and applies for the
purchases _____ of Warrants upon the terms and conditions set forth below.
A check or wire transfer payable to the Company in the amount of
$_______ for such purchase, at a price of $0.10 per Warrant, is delivered
herewith.
The undersigned understands that the Company has the right to reject any
subscription for the Warrants for any reason and that the Company will promptly
return the funds delivered herewith if this subscription is rejected. By
execution below, the undersigned acknowledges that the Company is relying upon
the accuracy and completeness of the representations contained herein in
complying with its obligations under applicable securities laws.
1. The undersigned acknowledges and represents as follows:
(a) That the undersigned has received, carefully reviewed and is
familiar with the Company's Form 10-SB, dated January 20, 1998
and the Exhibits thereto, as supplemented (the "Form SB-10");
(b) That the undersigned believes it, either alone or with the
assistance of its professional advisor, has such knowledge and
experience in financial and business matters that it is capable
of reading and interpreting the Form 10-SB and evaluating the
merits and risks of the prospective investment in the warrants
and has the net worth to undertake such risks;
(c) That the undersigned has obtained, to the extent it deems
necessary, professional advice with respect to the risks
inherent in the investment in the Warrants, and the suitability
of the investment in the Warrants in light of its financial
condition and investment needs;
(d) That the undersigned believes that the investment in the
Warrants is suitable for it based upon its investment objectives
and financial needs, and the undersigned has adequate means for
providing for its current financial needs and contingencies and
has no need for liquidity of investment with respect to the
Warrants;
(e) That the undersigned has been given access to full and complete
information regarding the Company and has utilized such access
to its satisfaction for the purpose of obtaining information in
addition to, or verifying information included in, the Form
SB-10, and that the undersigned has either met with or been
given reasonable opportunity to meet with officers of the
Company for the purpose of asking questions of, and receiving
answers from, such officers concerning the terms and conditions
of the offering of the Warrants and the proposed business and
operations of the Company and to obtain any additional
information, to the extent reasonably available.
<PAGE>
(f) That the undersigned recognizes that the Warrants as an
investment involve a high degree of risk including, but not
limited to, the risk of economic losses from operations of the
Company and the total loss of its investment.
(g) That the undersigned recognizes that any financial projections,
assumptions or estimates included in or referred to in the Form
10-SB or otherwise delivered or communicated to the undersigned
are not statements of fact and that no representation of
warranties made, by the Company or any officer, director,
shareholders, employee or agent thereof, with respect to the
accuracy of such projections, assumptions or estimates with
respect to the future operations or the amount of any future
income or loss of the Company.
(h) That:
1. the operating results, predictions, estimates
and projections contained in the Company's
financial projections are for illustrative
purposes only and are based upon certain
assumptions and events over which the Company
has only partial or no control;
2. variations in such assumptions, including sales,
costs, selling expenses, general and
administrative expenses, development expenses,
regulatory matters, consumer acceptance and
competitive developments could significantly
affect the projections;
3. to the extent that assumed events do not
materialize, the outcome will vary substantially
from that projected; and
4. there are a number of other factors and risks
which could cause actual results to be
substantially less than projected.
2. The undersigned has been advised that the Warrants are not being
registered under the Securities Act of 1933 or the relevant state securities
laws but are being offered and sold pursuant to exemptions from such laws and
that the Company's reliance upon such exemptions is predicated in part on the
undersigned's representations as contained herein. The undersigned represents
and warrants that the Warrants are being purchased for its own account and for
investment and without the intention of reselling or redistributing the same,
that it has made no agreement with others regarding any of such Warrants and
that its financial condition is such that it is not likely that it will be
necessary to dispose of any of the Warrants in the foreseeable future. The
undersigned is aware that, in the view of the Securities and Exchange
Commission, a purchase of Warrants with an intent to resell by reason of any
foreseeable specific contingency or anticipated change in market value, or any
change in the condition of the Company, or in connection with a contemplated
liquidation or settlement of any loan obtained for the acquisition of the
Warrants and for which the Warrants were pledged as security, would represent an
intent inconsistent with the representations set forth above. The undersigned
further represents and agrees that if, contrary to its foregoing intentions, it
should later desire to dispose of or transfer any of the Warrants in any manner,
it shall not do so without first obtaining (1) the opinion of counsel to the
Company that such proposed disposition or transfer lawfully may be made without
the registration of such Warrants pursuant to the Securities Act of 1933, as
then amended, and applicable state securities laws, or (2) such registration (it
being expressly understood that the Company shall not have any obligation to
register the Warrants for such purpose).
<PAGE>
3. The undersigned represents and warrants that it is a bona fide
resident of, and is domiciled in, the State of ___________________ and, if any
entity, that its executive offices are located in the State of ________________,
and that the Warrants are being purchased by it in its name solely for its own
beneficial interest and not as nominee for, or on behalf of, or for the
beneficial interest of, or with the intention to transfer to, any other person,
trust or organization.
4. The undersigned represents and warrants that he/she meets one of the
following two standards (initial one or both):
(a) _____ I certify that I have a net worth, exclusive of home,
furnishings and automobiles, of at least $100,000, and/or
(b) _____ I certify that I have a net worth, exclusive of home,
furnishings and automobiles, of at least $60,000, plus an annual
gross income for the previous year of at least $60,000 and who
expect to have income of at least $60,000 in each of the next
three years.
6. The undersigned, if other than an individual, makes the following
additional representation:
(a) this Agreement has been duly authorized by all necessary action
on the part of the undersigned, has been duly executed by an
authorized officer or representative of the undersigned, and is
a legal, valid and binding obligation of the undersigned
enforceable in accordance with its terms.
8. MANNER IN WHICH TITLE IS TO BE HELD. (check one)
(a) _____ Individual Ownership
(b) _____ Community Property
(c) _____ Joint Tenants with Right of Survivorship (both parties
must sign)
(d) _____ Tenants in Common
Dated: ____________________, 1998
INDIVIDUAL INVESTORS ENTITY INVESTORS
_______________________________
Name of Entity, if any
_______________________________
Signature (individual)
By ____________________________
*Signature
_______________________________ Its ___________________________
Signature Title
(all record holders should sign)
_______________________________ _______________________________
Name(s) Typed or Printed Name Typed or Printed
_______________________________ _______________________________
Address to Which Correspondence Address to Which Correspondence
Should be Directed Should be Directed
_______________________________ _______________________________
City, State and Zip Code City, State and Zip Code
_______________________________ _______________________________
Tax Identification or Tax Identification or
Social Security Number Social Security Number
_______________________________ _______________________________
Phone Number Phone Number
* If Warrants are being subscribed for by any entity, the
Certificate of Signatory must also be completed.
<PAGE>
WHEN COMPLETED AND SIGNED THIS SUBSCRIPTION AGREEMENT AND THE SUBSCRIBER'S CHECK
(PAYABLE TO BJO ENTERPRISES LTD) SHOULD BE DELIVERED TO THE COMPANY AT
6623 Callaghan Road
Suite 2402
San Antonio, TX 78229
ACCEPTANCE:
The attached subscription is hereby accepted as of ___________________,
1998.
BJO Enterprises Ltd.
By: ___________________________________
Its: __________________________________
CERTIFICATE OF SIGNATORY
(To be completed if Warrants are being subscribed for by an entity)
I, _______________________________ the ___________________________ of
____________________________________ (the "Entity"), hereby certify that I am
empowered and duly authorized by the Entity to execute and carry out the terms
of the Subscription Agreement and Letter of Investment Intent and to purchase
the Warrants, and certify further that the Subscription Agreement and Letter of
Investment Intent has been duly and validly executed on behalf of the Entity and
constitutes a legal and binding obligation of the Entity.
IN WITNESS WHEREOF, I have set my hand this __________ day of _________,
19____.
_______________________________
(Signature)
_______________________________
(Printed Name/Title)
