<PAGE>2
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment 1 to
FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 30, 1999
ThermoElastic Technologies, Inc.
(formerly LPR Cybertek, Inc.)
(Exact name of registrant as specified in its charter)
Colorado 84-1316284
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number
5446 Canvasback Road, Blaine WA 98230
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (360) 371-5061
<PAGE>3
Item 1. Changes in Control of Registrant - On July 30, 1999, the Registrant
entered into an Agreement and Plan of Reorganization with ThermoElastic
Technologies, Inc., a Delaware corporation "ThermoElastic". Pursuant to the
Agreement and Plan of Reorganization, ThermoElastic will be merged
into the Registrant. All current shareholders of ThermoElastic will be
exchanged for 134,822 Common Shares, 666,400 Class A Warrants, 666,400 Class B
Warrant and 100,000 options to purchase Common Shares of the Registrant at $1.00
per Common Share. Additionally, pursuant to the Articles of Merger, the
name of the Registrant was changed to ThermoElastic Technologies, Inc.
Additionally, on July 15, 1999, certain shareholders of the Registrant sold
15,766,629 Common Shares (representing 91.67% of the outstanding Common Shares)
to designees of ThermoElastic resulting in a change in control in the
Registrant.
Item 2. Acquisition or Disposition of Assets. - None
Item 3. Bankruptcy or Receivership. None.
Item 4. Changes in Registrant's Certifying Accountant. None.
Item 5. Other Events. None
Item 6. Resignation of Registrant's Directors. None
<PAGE>4
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders
ThermoElastic Technologies, Inc.
We have audited the accompanying balance sheet of ThermoElastic Technologies,
Inc., a development stage entity, as of July 15, 1999 and the related statements
of operations, stockholder's equity and cash flows for the period from inception
(January 21, 1999) to July 15, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ThermoElastic Technologies,
Inc. as of July 15, 1999 and the results of its operations and its cash flows
for the period from inception (January 21, 1999) to July 15, 1999, in conformity
with generally accepted accounting principles.
Meeks, Dorman & Company, P.A.
Longwood, Florida
August 26, 1999
<PAGE>5
THERMOELASTIC TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTITY)
Balance Sheet
July 15, 1999
ASSETS
Current assets:
Cash $ 189,570
Note receivable (Note 2) 165,000
---------
Total current assets 354,570
Fixed assets 2,104
---------
Other assets:
Refundable deposit (Note 3) 5,000
Website 9,021
Product rights (Note 4) 250,000
---------
Total other assets 264,021
---------
Total Assets 620,695
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 15,781
Due to related parties (Note 6) 25,150
Product rights payable (Note 4) 110,000
--------
Total liabilities 150,931
---------
Commitments (Notes 8 & 9)
Stockholders' equity (Note 7):
Common stock, par value $.0001,
50,000,000 shares authorized
13,816,400 shares issued and
outstanding 1,382
Additional paid-in capital 719,533
Accumulated deficit (249,196)
Accumulated other comprehensive
income:
Foreign currency translation
adjustments (1,955)
--------
Total stockholders' equity 469,764
---------
Total Liabilities and Stockholders'
Equity $ 620,695
=========
The accompanying notes are an integral part
of these financial statements.
<PAGE>6
THERMOELASTIC TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTITY)
Statement of Operations
For The Period From Inception
(January 21, 1999) to July 15, 1999
Revenue $ -
Operating expenses 249,196
--------
Net loss (249,196)
-------
Other comprehensive income:
Foreign currency translation adjustments (1,955)
-------
Total comprehensive loss $ (251,151)
----------
Net loss per share $ (.02)
----------
Weighted average common
shares outstanding 13,543,782
----------
The accompanying notes are an integral part
of these financial statements.
<PAGE>7
THERMOELASTIC TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTITY)
Statement Of Stockholders' Equity
For the Period From Inception
(January 21, 1999) to July 15, 1999
<TABLE>
<CAPTION>
Common Shares
---------------------------- Deficit
Accumulated Accumulated
Number Additional Other During the Total
of Paid-In Comprehensive Development Stockholders'
Shares Amount Capital Income Stage Equity
------ ------ ------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, January 21, 1999 - $ - $ - $ - $ - $ -
Issuance of common stock
to founders for cash 13,050,000 1,305 - - - 1,305
Issuance of common stock
to founders for product
rights 100,000 10 20,000 - - 20,010
Issuance of common stock
in connection with
private offering for cash 666,400 67 699,533 - - 699,600
Net loss - - - - (249,196) (249,196)
Foreign currency translation
adjustments - - - (1,955) - (1,955)
---------- ------- --------- -------- ---------- ---------
BALANCE, July 15, 1999 13,816,400 $ 1,382 $ 719,533 $ (1,955) $ (249,196) $ 469,764
========== ======= ========= ========= ========== =========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
<PAGE>8
THERMOELASTIC TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTITY)
Statement of Cash Flow
For the Period From Inception
(January 21, 1999) to July 15, 1999
Cash flows from operating activities:
Net loss $ (251,151)
Increases in liabilities: -
Accounts payable 15,781
Due to related parties 25,150
Product rights payable 110,000
----------
Net cash used for operating activities: (100,220)
----------
Cash flows from investing activities:
Purchase of product rights (230,000)
Purchase of website (9,021)
Increase in deposits (5,000)
Purchase of equipment (2,104)
---------
Net cash used for investing activities: (246,125)
---------
Cash flows from financing activities:
Issuance of common stock 700,915
Issuance of note receivable (165,000)
---------
Net cash provided by financing activities: 535,915
---------
Net increase in cash 189,570
Cash, beginning of period -
Cash, end of period $ 189,570
=========
Supplemental disclosures of
cash flow information:
- -----------------------------------------------------------
Cash paid for interest $ -
Cash paid for income taxes $ -
Purchase of product rights through
issuance of stock $ 20,000
==========
The accompanying notes are an integral part
of these financial statements.
<PAGE>9
THERMOELASTIC TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTITY)
Notes to Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations - ThermoElastic Technologies, Inc., a development stage
entity (the "Company"), was incorporated on January 21, 1999, in the State of
Delaware to carry on the business of marketing and distributing a new generation
acrylic, known as Biocompatible Intraoral Thermo Elastic Material (BITEM), which
is anticipated to be sold to dental related businesses and other allied fields
throughout the world.
Dependence on Future Financing - The Company is newly organized, and has
sustained losses since its inception. The Company's ability to meet its
obligations in the ordinary course of business is dependent on its ability to
raise additional financing through public or private equity financings, or
secure other sources of financing.
The Company has no revenues from operations and is subject to the risks,
expenses, and uncertainties frequently encountered by companies in the
development stage. In the event the Company does not successfully implement
its business plan, certain assets may not be recoverable.
Merger - Effective July 15, 1999, the Company entered into a merger agreement
with LPR Cybertek, a public shell company with no operations. Pursuant to the
agreement, the Company will be merged into LPR Cybertek with LPR Cybertek being
the surviving corporation. The LPR Cybertek name will then be changed to
ThermoElastic Technologies, Inc.
Wholly-Owned Subsidiary - On June 14, 1999, the Company filed articles of
incorporation for a wholly-owned subsidiary, ThermoElastic Technologies
(Canada), Inc., a Canadian corporation. As of July 15, 1999, no activity had
taken place in the subsidiary.
Cash Equivalents - The Company considers all highly liquid investments with an
original maturity of three months or less as cash equivalents.
Fixed Assets - Fixed assets are stated at cost. Depreciation will be provided
for fixed assets over the estimated useful life of the asset using a straight-
line method.
Other Assets - Other assets includes intangible assets consisting of product
rights and a website carried at cost. These intangible assets will be amortized
on a straight-line basis over their estimated useful lives once the Company
commences operations.
Income Taxes - The Company follows the provisions of Statement of Finanncial
Accounting Standard No.109, "Accounting for Income Taxes," which requires the
recognition of deferred tax assets and liabilities for expected future tax
consequences of events that have been included in the Company's financial
statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on the difference between financial statement
and tax basis of assets and liabilities using enacted tax rates in effect when
these differences are expected to reverse. Valuation allowances are
established, when appropriate, to reduce deferred tax assets to the amount
expected to be realized.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
<PAGE>10
Long-Lived Assets - In March 1995, Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of,"
("SFAS No. 121") was issued. SFAS No. 121 requires that long-lived assets and
certain identifiable intangibles to be held and used or disposed of by an entity
be reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The Company has
adopted this statement and determined that no impairment loss need be recognized
for applicable assets.
Earnings Per Share - The Company has adopted Statement of Financial Accounting
Standards No. 128, "Earnings Per Share," which requires presentation of basic
earnings per share ("Basic EPS") and diluted earnings per share ("Diluted EPS").
The computation of Basic EPS is computed by dividing income available to common
stockholders by the weighted average number of outstanding common shares during
the period. Diluted EPS gives effect to all dilutive potential common shares
outstanding during the period. The computation of Diluted EPS does not assume
conversion, exercise or contingent exercise of securities that would have an
anti-dilutive effect on earnings.
The shares used in the computation as of July 15, 1999 were as follows:
Basic EPS 13,543,782
----------
Diluted EPS 13,543,782
----------
Comprehensive Income - The Company has adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS No. 130"). SFAS No.
130 establishes standards for the reporting and display of comprehensive income
and its components in the financial statements. This schedule has been included
in the statement of operations.
Fair Value Of Financial Instruments - The carrying value of cash and cash
equivalents, notes receivable, accounts payable, due to related parties, and
product rights payable, approximates fair value due to the relatively short
maturity of these instruments.
Impact of Year 2000 Issue - During the period ended July 15, 1999, the Company
conducted an assessment of issues related to the Year 2000 and determined that
there were no modifications needed in order to ensure that its computer systems
will properly utilize dates beyond December 31, 1999. At this time, the Company
cannot determine the impact the Year 2000 will have on its key suppliers. If
the Company's suppliers do not convert their systems to become Year 2000
compliant, the Company may be adversely impacted. The Company is addressing
these risks in order to reduce the impact on the Company.
Recent Accounting Pronouncements - During 1998, the FASB issued statement of
Financial Accounting Standards No. 131 (SFAS No. 131), "Disclosure About
Segments of an Enterprise and Related Information" which changes the way public
companies report information about segments. SFAS No. 131 establishes standards
for the way public companies report information about operating segments in
annual financial statements and requires reporting of selected information about
operating segments in interim financial statements issued to the public. The
Company does not have any disclosure requirements under this standard.
Concentration of Credit Risk - The Company's financial instruments that are
exposed to concentrations of credit risk consist of cash, which includes
checking accounts placed with federally insured financial institutions. Such
accounts may at times exceed federally insured limits. The Company has
not experienced any losses on such accounts.
<PAGE>11
NOTE 2 - NOTE RECEIVABLE
On July 15, 1999, the Company had a $165,000 note receivable from LPR Cybertek.
The Company advanced money to LPR Cybertek to be used for the repurchase of
preferred stock in connection with the merger. Upon the merger of the two
companies, the note receivable will be eliminated against the offsetting note
payable of LPR Cybertek.
NOTE 3 - REFUNDABLE DEPOSIT
On March 15, 1999, the Company paid a $5,000 refundable deposit for the
acquisition of a public shell company having no significant assets and no
on-going operations. As of the date of these financial statements, the Company
had acquired a different public shell company, and it was management's intent to
request a refund of this deposit.
NOTE 4 - PRODUCT RIGHTS
The Company has entered into an exclusive agreement to acquire the rights and
related privileges to manufacture, market, distribute and sell by retail,
wholesale or any other method, the "BITEM" products. These products are
protected by U.S., Canadian and European patents, and all divisional patents
for non-dental applications, along with improvements, variations and changes to
these patents for the entire world for a term which is the longer of 25 years or
the life of the patents or any extension or amendments of the patents.
For granting this exclusive license, the licensor will receive, the following:
(a) A royalty calculated as follows:
(i) 5% of the first $25,000,000 in gross annual income, and
(ii) 3.5% of the next $25,000,000 in gross annual income, and
(iii) 2.5% of gross annual income exceeding $50,000,000.
(b) A consulting agreement for a 3-year term, a maximum of Canadian $60,000 (US
$40,469 as of July 15, 1999) per year for further research and development of
new products, marketing and training. This agreement shall be renewable on
mutual consent for two successive periods of two years.
(c) The right to purchase 100,000 common shares, par value of $.0001 per share,
at $.20 per share, or $20,000. This right had been exercised as of the date of
these financial statements.
(d) A two-year option to purchase 100,000 common shares at $1.00 per share.
The license agreement has been capitalized at a cost of $250,000. Payments for
the license agreement are $50,000 at the time of initial funding, $20,000 in
common stock, three payments of $35,000 every 2 months, and $75,000 at the end
of one year. At July 15, 1999, $110,000 remained in product rights payable.
Product rights will begin being amortized once business activities commence.
NOTE 5 - INCOME TAXES
The components of the net deferred tax assets consist of the following at July
15, 1999:
Deferred tax assets:
Net operating loss carryforwards $ 99,200
--------
Gross deferred income tax assets 99,200
Valuation allowance (99,200)
--------
Total deferred income tax assets -
Total deferred income tax liabilities -
--------
Net deferred income tax assets -
========
The following summary reconciles differences from taxes at the federal statutory
rate with the effective rate:
<PAGE>12
Federal income taxes at statutory rates 34.0%
State taxes, net of federal benefit 5.5%
------
Net deferred income tax assets 39.5%
------
Unused net operating losses for income tax purposes, expiring in various amounts
through 2014, of $251,151 are available at July 15, 1999 for carryforward
against future years' taxable income. The tax benefit of these losses of
approximately $99,200 has been offset by a valuation allowance due to it being
more likely than not that the deferred tax assets be realized.
NOTE 6 - DUE TO RELATED PARTIES
The Company has entered into management consulting fee contracts with Vista
Developments, Ltd., Gritell International Limited, Trilock Financial Corporation
and PEL Moulds, Inc. as described further in Note 8 - Commitments. Vista
Developments, Ltd. is a shareholder in the Company. Gritell International
Limited, Trilock Financial Corporation and PEL Moulds, Inc. are owned by
shareholders of the Company.
Due to related parties consisted of the following at July 15, 1999:
Gritell International $ 16,250
Vista Developments, Ltd. 6,250
Trilock Financial Corporation 1,750
PEL Moulds, Inc. 900
-------
Total $ 25,150
========
Management fees and other expenses paid or accrued to related parties consisted
of the following at July 15, 1999:
Gritell International $ 41,298
Vista Developments, Ltd. 62,500
Trilock Financial Corporation 18,000
PEL Moulds, Inc. 19,486
--------
Total $ 141,284
=========
NOTE 7 - STOCKHOLDERS' EQUITY
The Company issued a total of 13,150,000 common shares to its founders for
$1,305 in cash and $20,010 of product rights. In addition, the Company issued
666,400 common shares for $999,600, less a $300,000 commission, in a private
offering.
In the Company's private offering, each share of common stock issued includes
one Series A warrant, exercisable for one share of common stock at a price of
$3.00, and one Series B warrant, exercisable for one share of common stock at a
price of $4.00. The warrants are exercisable at any time after April 30, 2000.
Both Series A and Series B warrants expire December 31, 2001. The Company may
redeem its warrants with 30 days written notice at a price of $0.01 per warrant.
NOTE 8 - COMMITMENTS
On February 2, 1999, the Company entered into a contract with Vista Developments
Ltd., in which Vista would provide required marketing, promotion and sales
services. The contract stipulates such services will cost $150,000 per annum,
payable $12,500 per month, plus certain stock options and commissions above
stipulated sales levels.
On February 8, 1999, the Company entered into a five-year contract with Gritell
International Limited, in which Gritell would provide certain management,
business and financial advice and expertise. As amended April 1, 1999, Gritell
will receive $6,000 per month for its services until further notice plus certain
expenses. The original compensation terms outlined in the contract were $13,334
per month during the first year, $20,000 per the month during the second and
third years, and $33,334 per month during the fourth and fifth years. Gritell
has reserved the right to demand payment of any unpaid accrued balances.
On February 22, 1999, the Company entered into a five-year contract with Trilock
Financial Corporation, in which Trilock would provide certain management,
business and financial advice and expertise. As
<PAGE>13
amended April 1, 1999, Trilock will receive $3,000 per month plus certain other
expenses for its ices until further notice. The original compensation terms
outlined in the contract were $6,666 per month during the first year, $10,000
per month during the second and third years, and $16,666 per month during the
fourth and fifth years. Trilock has reserved the right to demand payment of any
unpaid accrued balances.
NOTE 9 - OPERATING LEASE COMMITMENTS
The Company leases two vehicles under operating leases with four-year terms.
The Company leases two offices under operating leases with terms of one year or
less. Future minimum lease payments under the vehicle leases, are as follows:
2000 $ 13,712
2001 13,712
2002 13,712
2003 11,963
--------
Total $ 53,099
=========
<PAGE>14
(b) Pro forma financial information.
LPR CYBERTEK, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
The following unaudited pro forma condensed combined balance sheet as of July
15, 1999 and the unaudited pro forma condensed combined statement of operations
for the nine and one half month period ended July 15, 1999 give effect to the
Merger as of July 15, 1999 for the pro forma consolidated balance sheet and as
of January 1, 1998 for the pro forma statement of operations.
The unaudited pro forma condensed combined financial statements are based on
historical financial statements of LPR Cybertek, Inc. ("LPR" or the "Company")
and ThermoElastic Technologies, Inc. ("TTI"), giving effect to the Merger
applying the purchase method of accounting and the assumptions and adjustments
as discussed in the accompanying notes to the unaudited pro forma condensed
combined financial statements (see Note A). These unaudited pro forma condensed
combined financial statements have been prepared by the management of LPR based
upon the condensed combined financial statements of LPR and TTI as of December
31, 1998 and for the year ended December 31, 1998. The unaudited pro forma
condensed combined financial statements should be read in conjunction with the
historical financial statements and notes thereto. The unaudited pro forma
condensed combined financial statements are not necessarily indicative of what
actual results of operations would have been for the period presented
had the transaction occurred on the dates indicated and do not purport to
indicate the results of the future operations.
<PAGE>15
LPR CYBERTEK, INC.
Unaudited Pro Forma Consolidated Balance Sheet
July 15, 1999
<TABLE>
<CAPTION>
ThermoElastic
LPR Cybertek Technologies, Inc.
July 15, July 15, Pro Forma
1999 1999 Adjustments Total
------------- ------------------ ----------- ------
<S> <C> <C> <C> <C>
Assets
Cash $ 165,081 $ 189,570 $ (165,000) (c) $189,651
Note receivable - 165,000 (165,000) (d) -
---------- --------- ----------- --------
Total current assets 165,081 354,570 (330,000) 189,651
---------- -------- ----------- -------
Property and Equipment, net 579 2,104 - 2,683
--------- -------- ----------- ------
Other Assets:
Deposit 5,000 5,000
Website 9,021 9,021
Product rights 250,000 250,000
--------- -------- ----------- -------
Total other assets 264,021 264,021
--------- -------- ----------- -------
Total asset $ 165,000 $620,695 $ (330,000) $ 456,335
========== ======== ========== =========
Liabilities and Stockholders' Equity
Accounts payable $ 546 $ 15,781 $ - $ 16,327
Note payable 165,000 (165,000) (d) -
Due to related parties 25,150 25,150
Stockholder advance 2,235 (2,235) (c) -
Product rights payable 110,000 110,000
---------- -------- --------- ---------
Total current liabilities 167,781 150,931 (167,235) 151,477
---------- -------- --------- ---------
Stockholders' equity
Preferred stock 165 (165) (c) -
Common stock 1,000 1,382 720 (a) 1,734
14 (b)
(1,382) (b)
Additional paid-in capital 29,200 719,533 (719,533) (b) 355,630
(162,600) (c)
(720) (a)
469,764 (b)
(14) (b)
Accumulated deficit (32,486) (249,196) 249,196 (b) (32,486)
Accumulated other comprehensive income:
Foreign currency translation adjustments (1,955) 1,955 (b) -
---------- -------- -------- -------
Total stockholders' equity (2,121) 469,764 (162,765) 304,878
---------- -------- -------- -------
Total liabilities and stockholders' equity $ 165,660 $ 620,695 $ (330,000) $ 456,355
========== ========= =========== =========
</TABLE>
See notes to unaudited pro forma consolidated balance sheet.
<PAGE>16
LPR CYBERTEK, INC.
Unaudited Pro Forma Consolidated Statements of Operations
For the period Ended July 15, 1999
<TABLE>
<CAPTION>
ThermoElastic
LPR Cybertek Technologies, Inc.
Period Period Pro Forma
Ended Ended Pro Forma Consolidated
July 15, 1999 July 15, 1999 Adjustments Company
------------- ------------------ ----------- ------
<S> <C> <C> <C> <C>
Revenue $ - $ - $ - $ -
Operating expenses 6,094 249,196 - 255,290
--------- ----------- --------- ----------
Net loss (6,094) (249,196) - (255,290)
--------- ----------- --------- ----------
Other comprehensive loss - (1,955) - (1,955)
--------- ----------- --------- ----------
Total comprehensive loss $ (6,094) $ (251,151) $ - $ (257,245)
========= =========== ========= ==========
Total comprehensive loss per share $ (0.00) $ (0.01)
Weighted average shares outstanding 10,000,000 17,338,164
========== ==========
</TABLE>
See notes to unaudited pro forma consolidated statements of operations
<PAGE>17
LPR CYBERTEK, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
NOTE A
As consideration for LPR's acquisition of TTI through the Merger, LPR has paid
and has agreed to pay to holders of TTI common stock consideration pursuant to
the terms of the merger agreement , as follows:
The consideration paid at closing was in the form of 138,164 shares of LPR
common stock, par value $.0001 per share. The Company also issued 7,200,000
shares of LPR common stock to LPR shareholders in connection with the Company's
1.72-to-1 stock split.
NOTE B
The pro forma condensed combined balance sheet includes the adjustments
necessary to give full effect to the Merger as if it had occurred on July 15,
1999 and to reflect the allocation of the cost of the merger to the estimated
fair value of assets acquired and liabilities assumed including: (i) the
issuance of approximately 7,200,000 shares of LPR's common stock issued in
connection with the Company's 1.72-to-1 stock split; (ii) the issuance of
138,164 shares of LPR's common stock in exchange for all of the outstanding
shares of TTI; and (iii) the elimination of TTI's equity accounts.
These adjustments are summarized as follows:
(a) Net effect of issuance of LPR Common Stock in 1.72-to-1
stock split $ 0
=========
(b) Issuance of LPR Common Stock in exchange
for TTI Common Stock $ 469,764
=========
Elimination of TTI's equity accounts:
Common stock $ (1,382)
Additional paid-in capital (719,533)
Accumulated deficit 249,196
Accumulated other comprehensive income effect
from foreign currency translation adjustments 1,955
----------
$(469,764)
=========
(c ) Repurchase and retirement of LPR Preferred Stock and elimination
of liabilities not assumed in the merger:
Stockholder advances $ 2,235
Preferred stock 165
Additional paid-in capital 162,600
Cash $(165,000)
(d) Upon the closing of the merger between LPR and TTI, the notes receivable
and payable of $165,000 was eliminated.
<PAGE>18
Exhibits.
Previously Filed - Agreement and Plan of Reorganization
dated July 30, 1999
Item 8. Change in Fiscal Year. None
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned here unto
duly authorized.
ThermoElastic Technologies, Inc.
(formerly LPR Cybertek, Inc.) (Registrant)
By: /s/ Kenneth B. Liebscher, President
----------------------------
Kenneth B. Liebscher
Date: October 14, 1999
