U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-SB12G/A
Amendment #8
General form for registration of securities of small business issuers
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
LAL Miami Enterprises, Inc.
(Name of Small Business Issuer in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
Applied For
(I.R.S. Employer Identification No.)
33555 Somerset Trace, Marietta, Georgia 30067
(Address of principal executive offices) (Zip Code)
(770) 953-6439
(Issuer's telephone number)
Securities to be registered under Section 12(b) of the Act:
Securities to be registered under Section 12(g) of the Act: X
Title of each class to be so registered: Common Stock,
$0.001 par value per share
Name of each exchange on which each class is to be registered:
National Quotation Bureau Pink Sheets
To simplify the language in this Registration Statement, LAL Miami Enterprises,
Inc. is referred to herein as the "Company" or "We."
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Item 1. Description of Business.
Business Development.
We were incorporated on April 4, 1997, in the State of Nevada.
We have not been involved in any bankruptcy, receivership or similar proceeding.
We have not been involved in any material reclassification, merger
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business.
Business of Issuer.
We are a development stage company. Our activities to date have been limited to
organization and capital formation. As such, we have never had specific
products, services, or business.
We can be defined as a "shell" company whose sole purpose at this time is to
locate and consummate a reverse merger or reverse acquisition with an
unidentified private entity (hereinafter referred to as the "business
opportunity"). We do not intend to locate or accept calls or correspondence from
a business opportunity candidate, unless this filing clears comments from the
Securities and Exchange Commission.
We are registering a class of our securities on this Form 10-SB registration
statement on a voluntary basis. We have no obligation to file such registration
statement pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). We believe that by filing such Form 10-SB and being obligated
to file reports subject to Section 13 of the Exchange Act, we can attract a
business opportunity candidate. In all likelihood, a business opportunity will
involve a transaction with a corporation not requiring cash or assets but which
desires to establish both a public market for its common stock and the perceived
advantages of status as an Exchange Act registered corporation. There is no
assurance that the foregoing assumption is correct.
Michael Fridovich, the Company's President and sole Director has never been the
president, a director or affiliate of any blank check company including blank
check companies which have done blank check offerings. We currently have no
promoters that are currently involved in our Company. Michael Fridovich has no
plans to become involved in the blank check offering of securities in the
future.
According to Eric Littman, our promoter and sole Officer and Director from our
inception until his resignation in September of 1999, he was involved in eleven
blank check companies as an Officer, Director or Controlling Shareholder.
According to Mr. Littman, none of these companies did blank check public
offerings of their securities during the period of his involvement with them.
Competition.
We are and will continue to be a limited competitor in the business of seeking
business opportunities with private companies. A large number of established and
well-financed entities, including venture capital firms, are active in reverse
mergers and reverse acquisitions of companies, which may be desirable business
opportunity candidates for us. Nearly all such entities have significantly
greater experience and financial resources, technical expertise and managerial
capabilities than we do. Consequently, we will be at a competitive disadvantage
in identifying possible business opportunities and successfully completing a
business opportunity.
We have no patents, trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts.
Government Regulation.
The proposed business activities described herein classify us as a "blank check"
company. Many states have enacted statutes, rules and regulations limiting the
sale of securities of "blank check" companies in their states. We do not intend
to undertake any offering of our securities, either debt or equity, until such
time as we have successfully implemented our business plan as described herein.
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We currently have no lock up agreements with Mrs. Littman, our principal
shareholder or any other shareholder to ensure that they will not sell their
shares until a business opportunity is completed. Currently, we are not making
a blank check offering. We are however, registering a class of our securities
on this Form 10-SB registration statement. We currently have no plans to
conduct a blank check offering. Upon consummation of a business opportunity,
however, our business opportunity candidate may elect to do so.
Transferability of the shares of our common stock is very limited because a
significant number of states have enacted regulations or "blue sky" laws
restricting or, in many instances, prohibiting, the initial sale and subsequent
resale of securities of "blank check" companies within that state. The following
states have enacted such regulations: Alaska, Arizona, Arkansas, California,
Colorado, Connecticut, Delaware, Florida, Georgia, Idaho, Illinois, Indiana,
Iowa, Kansas, Kentucky, Maryland, Massachusetts, Michigan, Missouri, Nebraska,
Nevada, New Jersey, New York, North Dakota, Ohio, Oregon, Pennsylvania, Rhode
Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia
and Washington.
We believe that the gift we made to our shareholders on April 17, 1997 did not
require registration, since we did not sell the securities to the recipients
thereof. As such, we did not seek state exemptions from registration.
It is impossible to determine if an exemption from registration exists for the
resale of such securities, as there are several unknown variables which would be
necessary to make an accurate determination of such an exemption, including, but
not limited to: the state of resale, the existing blue sky laws in effect within
the applicable state at the time of resale, the type and sophistication of each
investor, the seller's classification, numerous conditions surrounding such
resale and the status of our Company at that time. We currently have no plans to
register any of our securities for resale within any state. To ensure that no
state laws are violated through the resales of our securities, we will refuse to
register the transfer of any of our securities to residents of any state, which
prohibits such resale, if no exemption is available for such resale.
In addition, many states, while not specifically prohibiting or restricting
securities of "blank check" companies, may not register our securities for sale
or resale in their states depending on their interpretation of the relative
rules and regulations. We are unable to accurately predict which states may not
register sales or resales of securities of a "blank check" company. Therefore,
we currently have no plans to register any of our securities for sale within any
state. To ensure that no state laws are violated through the resales of our
securities, we will refuse to register the transfer of any of our securities to
residents of any state, which prohibits such resale, if no exemption is
available for such resale. It is not anticipated that a secondary trading market
for our securities will develop in any state until after consummation of a
business opportunity, if at all.
Although we will be subject to regulation under the Exchange Act, management
believes we will not be subject to regulation under the Investment Company Act
of 1940, insofar as we will not be engaged in the business of investing or
trading in securities.
Federal and state tax consequences will likely be major considerations in any
business opportunity that we may undertake. Currently, such transactions may be
structured so as to result in tax-free treatment to both companies, pursuant to
various federal and state tax provisions. The Company intends to structure any
business opportunity so as to minimize the federal and state tax consequences to
both the Company and the target entity; however, there can be no assurance that
such business opportunity will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non- qualifying reorganization could
result in the imposition of both federal and state taxes, which may have an
adverse effect on both parties to the transaction.
Sections 13 and 15(d) of the Exchange Act require companies subject thereto to
provide certain information about significant acquisitions, including certified
financial statements for the company acquired, covering one,
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two or three years, depending on the relative size of the acquisition. The time
and additional costs that may be incurred by the owners of some business
opportunities to prepare such statements may preclude consummation of an
otherwise desirable business opportunity. Business opportunity prospects
that do not have or are unable to obtain the required audited financial
statements may not be appropriate for consummation of a business opportunity
as long as the reporting requirements of the Exchange Act are applicable.
We have neither conducted, nor have others made available to us, results of
market research indicating that market demand exists for the transactions
contemplated by the Company. Moreover, we do not have, and do not plan to have,
and do not plan to establish, a marketing organization. Even in the event demand
is identified for a business opportunity contemplated by the Company, there is
no assurance the Company will be successful in completing any such business
opportunity.
We currently have no full-time employees. There are no collective bargaining
agreements or employment agreements with Michael Fridovich, our sole officer and
director. Michael Fridovich is involved in other full-time business activities
and participates in the running of the Company on a part time basis as needed
without compensation. We do not plan to make any change in the number of
employees of the Company to evaluate business opportunities. The need for
employees and their availability will be addressed in connection with our
decision whether or not to pursue a business opportunity.
Item 2. Plan of Operation.
We have never had revenues from operations. We have no day to day operations and
do not plan to accept calls from any potential representative of a business
opportunity candidate unless this Form 10-SB clears comments of the Securities
and Exchange Commission. In the next twelve months, we plan to seek out business
opportunity candidates. Our management believes that this plan of operations
will be conducted through the efforts of Michael Fridovich, our sole Officer and
Director, and will not require any additional funds. It is anticipated that
Business opportunities will be available to us through the contacts of Michael
Fridovich. We do not plan to use any notices or advertisements in our search for
business opportunities. It is anticipated that the investigation of specific
business opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will be done by Michael
Fridovich or under his direction. We plan to investigate, to the extent believed
reasonable by our management, such potential business opportunities. Due to our
limited experience in business analysis, we may not discover or adequately
evaluate adverse facts about a potential business opportunity.
Inasmuch as we will have no funds available to us in our search for business
opportunities, we will not be able to expend significant funds on a complete and
exhaustive investigation of such business or opportunity. We anticipate that we
will incur nominal expenses in the implementation of our business plan described
herein. Because we have no capital with which to pay these expenses, our present
management will pay any charges with their personal funds, as interest free
loans to the Company. However, we expect that the only opportunity we will have
for repayment of these loans will be from consummation of a business
opportunity. The repayment of any loans made to the Company will not impede, or
be made conditional in any manner to, consummation of a business opportunity.
We have not made loans to Michael Fridovich, our President or to any other
person or entity. Because we have no funds, we have no plans to make loans to
Michael Fridovich or any other person in the future. Further, we have
established that no loans will be made by the Company, while under the current
management. Should we later decide to make loans, there is no established cap
on the aggregate amount that may be loaned by the Company.
We have no particular business opportunity in mind and have not entered into any
negotiations regarding such business opportunity. None of our management,
affiliates or any promoters have engaged in any preliminary contact or
discussions with any representative of any other company regarding the
possibility of a business opportunity between us and such other company as of
the date of this registration statement.
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We will not restrict our search to any specific business, industry, or
geographical location, and we may participate in a business opportunity of
virtually any kind or nature. This discussion of the proposed business is
purposefully general and is not meant to be restrictive of our virtually
unlimited discretion to search for and enter into potential business
opportunities. We anticipate that we will be able to participate in only one
potential business opportunity, because we have no assets and limited financial
resources. To date, we have not developed any specific or minimum criteria for
the selection of business opportunities, and our management will have complete
discretion in selection of such business opportunity.
We will seek to expand our operations through consummation of a business
opportunity which is not currently identified and which entails risks that you
will not have a basis to evaluate. We plan to seek expansion of our operations
with companies that will complement or enhance our Company. We cannot assure you
that we will be able to ultimately effect any such business opportunity,
subsequently be able to integrate a business into our Company, or otherwise
successfully develop operations for us.
Consequently, there is no basis for you to evaluate the specific merits or risks
of any potential business opportunity that we may undertake. We anticipate that
Michael Fridovich, our President and sole Director, will investigate, to the
extent he believes necessary, the business opportunity.
Due to general economic conditions, rapid technological advances being made in
some industries and shortages of available capital, our management believes that
there are numerous firms seeking the perceived benefits of being a fully
reporting public company. Such perceived benefits may include facilitating or
improving the terms on which equity financing may be sought, providing liquidity
for incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all shareholders
and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex. We do not and will not have any capital with
which to provide the owners of business opportunities with any significant cash
or other assets. However, our management believes that we will be able to offer
business opportunity candidates the chance to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering or become a publicly-held
reporting company. The owners of the business opportunities will, however, incur
significant legal and accounting costs in connection with the consummation of a
business opportunity, including the costs of preparing Form 8-Ks, 10-Ks or
10-KSBs, agreements and related reports and documents. The Exchange Act
specifically requires that any business opportunity candidate comply with all
applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying with
the Exchange Act. Nevertheless, our management has not conducted market research
and is not aware of statistical data which would support our perceived benefits
for a business opportunity owner.
We believe that there is a demand by non-public corporations for shell
corporations that are publicly-held registered companies. We believe that demand
for shells has increased dramatically since the Securities and Exchange
Commission imposed burdensome requirements on "blank check" companies pursuant
to Regulation 419 of the Securities Act of 1933 (the "Act"). The foregoing
regulation has substantially decreased the number of "blank check" offerings
filed with the Commission and, as a result, has stimulated an increased demand
for shell corporations. We have made the foregoing assumption, but there is no
assurance that the same is accurate or correct and, accordingly, no assurance
that we will be successful in locating a business opportunity.
Prior to making a decision to recommend to our current and future shareholders
participation in a business opportunity, we plan to request that we be provided
with written materials regarding the business opportunity containing such items
as a description of products, services and company history; management resumes;
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financial information; available projections with related assumptions upon which
they are based; evidence of existing patents, trademarks or services marks or
rights thereto; present and proposed forms of compensation to management; a
description of transactions between the prospective entity and our affiliates
during relevant periods; a description of present and required facilities; an
analysis of risk and competitive conditions; and other information deemed
relevant.
Upon the consummation of a business opportunity, it is probable that our current
and future shareholders and management will no longer be in control of our
Company. In addition, our directors may, as part of the terms of the business
opportunity, resign and be replaced by new directors without a vote of our
current and future shareholders or may sell their stock in the Company. We do
not plan to raise any capital at the present time by private placement, public
offerings, pursuant to Regulation S promulgated under the Act, as amended, or by
any means whatsoever. Further, we have no plans, proposals, arrangements or
understandings with respect to the sale or issuance of additional securities
prior to the location of a business opportunity.
Under the current policy of the United States Securities and Exchange Commission
("the Commission") both before and after a business combination with an
operating entity, our promoters or affiliates as well as their transferees are
"underwriters" of the securities which we have issued to our current
shareholders. As such, under the Commissions current policy, none of our issued
and outstanding shares or future shares that we may issued can be sold or
transferred before or after a business combination in reliance upon Rule 144 of
the Securities Act of 1933. In addition, our securities may only be sold or
exchanged after a registration statement has been filed and become effective
under the Securities Act of 1933 or under an exemption from registration other
than Rule 144 of the Securities Act of 1933.
The issuance of substantial additional securities and their potential sale into
any trading market which may develop in our securities may have a depressive
effect on the value of our securities in the future, if such a market develops,
of which there is no assurance. The completion of any business opportunity may
result in a significant issuance of shares and substantial dilution to our
present and future stockholders.
Until such time that we identify a business opportunity, if at all, we cannot
make a determination of whether we will be involved in any: (a) product research
or development; (b) purchase of sale of plant and necessary equipment; or (c)
any significant change in the number of employees.
Item 3. Description of Property.
We currently have no material assets, and we do not own or lease any real or
personal property. We currently occupy office space without charge at 33555
Somerset Trace, Marietta, Georgia 30067, which is provided by and shared with
our sole officer and director, Michael Fridovich. We believe that this space is
sufficient for us at this time.
There are no preliminary agreements or understandings with respect to the office
facility subsequent to the completion of a business opportunity. Upon closure of
a business opportunity, we plan to relocate our office to that of the business
opportunity candidate.
We have no policy with respect to investments in real estate or interests in
real estate and no policy with respect to investments in real estate mortgages.
Further, we have no policy with respect to investments in securities of or
interests in persons primarily engaged in real estate activities.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
As of June 8, 1999, there were 5,000,000 Shares of our common stock, $.001 par
value outstanding. The following tabulates holdings of our shares by each person
who, subject to the above, at the date of
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this registration, holds of record or is known by our management to own
beneficially more than 5.0% of the common shares and, in addition, by all of our
directors and officers individually and as a group. Each named beneficial owner
(1) has sole voting and investment power with respect to the shares set forth
opposite his name.
Security Ownership of Beneficial Owners(1)(3):
Title of Class Common Stock
Name & Address of Beneficial Owner Jayne Littman
7695 SW 104th Street, Suite 210
Miami, Florida 33156
Amount & Nature of Beneficial Ownership Direct Ownership
4,967,000 shares
Percent of Class 99%
Security Ownership of Management(2):
Title of Class Common Stock
Name & Address of Beneficial Owner None
Amount & Nature of Beneficial Ownership 0 shares
Percent of Class 0%
(1) Pursuant to Rule 13-d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the voting) and/or sole or shared
investment power (including the power to dispose or direct the disposition) with
respect to a security whether through a contract, arrangement, understanding,
relationship or otherwise. Unless otherwise indicated, each person indicated
above has sole power to vote, or dispose or direct the disposition of all shares
beneficially owned. We are unaware of any shareholders whose voting rights would
be affected by unity property laws.
(2) This table is based upon information obtained from our stock records. Unless
otherwise indicated in the footnotes to the above tables and subject to
community property laws where applicable, we believe that each shareholder named
in the above table has sole or shared voting and investment power with respect
to the shares indicated as beneficially owned.
Change of Control.
There are currently no arrangements that would result in a change of control of
our Company. A business opportunity involving the issuance of our common shares
will, in all likelihood, result in shareholders of a private company obtaining a
controlling interest in our Company. Any such business opportunity may require
our management to sell or transfer all or a portion of our common shares held by
them, or resign as members of our Board of Directors. The resulting change in
control of our Company could result in the removal of all or some of our present
management and a corresponding reduction or elimination of their participation
in the future affairs of our Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
Michael Fridovich, 51 years of age, is our only Officer and Director. He has
served as President and Director since his appointment on September 7, 1999, and
his terms as President and Director both expire on March 1, 2001. We have made
no oral or written arrangements for a successor upon such expiration. Mr.
Fridovich obtained his B.S. in Urban Studies and American History from Georgia
State University. Since 1995, Mr. Fridovich has been a realtor for Remax of
Buckhead in Atlanta, GA. From January 1994 until 1995, Mr. Fridovich was a
realtor with the Condo Store in Atlanta, Georgia.
Eric Littman, 45 years of age, served as our promoter and sole officer and
director from our inception until his resignation and Mr. Fridovich's
appointment in September of 1999. For more than five years, Mr. Littman has been
an attorney practicing at his own firm in Miami, Florida. He holds no
directorships in any reporting companies.
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Mr. Littman has informed us that he has been involved in the following blank
check companies as an officer, director or controlling shareholder:
a. IJC Ventures Corp.;
b. First Project, Inc., n/k/a Hydrofuser Industries, Inc.;
c. SL Ventures, Inc., n/k/a Canadian Aerospace Group, International, Inc.;
d. Littman Ventures Corp, n/k/a 21stCentury Frontier Group;
e. Pastabella, Inc., n/k/a as Global Asset Holdings, Inc.;
f. Bella Pasta, Inc., n/k/a Power Capital Partnership, Inc.;
g. Sparta Ventures Corp., n/k/a as Poker.com;
h. October Project I, Inc.;
i. October Project II, Inc.;
j. October Project III, Inc.; and
October Project IV, Inc.
Mr. Littman has informed us that while involved with these companies, none
conducted a blank check public offering.
We currently have no significant employees, and we do not anticipate hiring any
in the future. There are no family relationships among management of the Company
or nominees for such positions.
Mr. Fridovich filed for Chapter 7 bankruptcy in 1998 (Case No. 98-64998) with
the United States Bankruptcy Court in the Northern District of Georgia and was
released from all dischargable debts on July 9, 1998. Other than this
proceeding, none of our directors, executive officers, promoters or control
persons have been involved in any legal proceedings material to the evaluation
of the ability or integrity of any of the aforementioned persons. We do not
anticipate involvement of our promoters in the future.
There is no agreement or understanding for Michael Fridovich, our sole officer
and director, to resign at the request of another person, and Michael Fridovich
is not acting and will not act in the future at the direction of any person. The
only person, whose activities are and will be material to our operations in the
future, is Michael Fridovich. We have not chosen any person to replace Mr.
Fridovich, as either an officer or director, when his term expires. Mr.
Fridovich has not been involved in any blank check offerings in the past and is
not currently involved in any such offerings.
Item 6. Executive Compensation.
<TABLE>
<CAPTION>
Name Position Year Salary Bonus Other Stock Options L/Tip All Other
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Michael Fridovich President 1999 0 0 0 0 0 0 0
</TABLE>
The payment of compensation to any officer or director is not a condition to
which any target business candidate must agree and the payment of compensation
to any officer or director will not be a condition to which any target business
candidate must agree in the future.
Item 7. Certain Relationships and Related Transactions.
We have not and do not intend to enter into any transactions with our management
or any nominees for such positions. We have not and do not intend to enter into
any transactions with our beneficial owners. We are not a subsidiary of any
parent company. Since inception, we have not entered into any transactions with
promoters, other than the initial issuance of 5,000,000 shares of our common
stock to Mr. Eric Littman, our past President and Director, for his legal
services rendered to the Company. (See Item 10. Recent Sales of Unregistered
Securities)
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Our management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between us and their other business interests. We have not formulated a policy
for the resolution of such conflicts. We will not merge into or acquire another
company in which our management or affiliates or associates directly or
indirectly have an ownership interest. Michael Fridovich, our President and sole
Director is unaware of any circumstance which would change this decision.
Item 8. Legal Proceedings.
We are not a party to any pending legal proceeding and are not aware of any
contemplated legal proceeding by a governmental authority involving our Company.
Item 9. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters.
There is no established public trading market for our securities. Our common
stock has been quoted by the National Quotation Bureau pink sheets since April
of 1999. Other than involvement by our initial market maker, J. Alexander
Securities, of submitting our application for listing on the National Quotation
Bureau pink sheets, we have had no market maker involvement in our securities.
We have not had discussions or understandings with any market maker and do not
plan to encourage and request any additional Market Makers to make a market in
our common stock. There has been no bid or ask for the securities since they
have been quoted on the pink sheets. None of our common stock is subject to
outstanding options or warrants to purchase shares of the Company. We currently
have no shares of preferred stock outstanding.
There are 33,000 shares of our common stock held by non-affiliates and 4,967,000
shares of our common stock held by Jayne Littman, an affiliate, that are
unregistered securities. The United States Securities and Exchange Commission
("the Commission") has taken the position that both before and after the
business combination with an operating entity, our promoters or affiliates as
well as their transferees are "underwriters" of the securities issued. As such,
under the Commissions current position, our issued and outstanding shares or
future shares that we may issue can not be sold in reliance upon Rule 144 of the
Securities Act of 1933 and our securities may only be sold pursuant to
registration under the Securities Act of 1933 or under an exemption from
registration other than Rule 144 of the Securities Act of 1933.
There is no common equity of our Company being offered subject to an employee
benefit plan.
Blue Sky Considerations.
The laws of some states prohibit the resale of securities issued by blank check
or shell corporations. We are considered a "blank check" or "shell" corporation
for the purpose of state securities laws. Accordingly, it is possible that our
current or future shareholders may be unable to resell their securities in other
states. Additionally, because each state has a series of exempt securities
predicated upon the particular facts of each transaction, it is not possible to
determine if a proposed transaction by an existing shareholder would violate the
securities laws of any particular state. In the event an existing and future
shareholders or broker/dealer resells our securities in a state where such
resale is prohibited, we believe that the seller thereof may be liable
criminally or civilly under that particular state's laws. Existing and future
shareholders should exercise caution in the resale of their shares of common
stock in light of the foregoing.
Penny Stock Considerations.
Broker-dealer practices in connection with transactions in penny stocks are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than $5.00. Penny stock rules require a broker-dealer, prior to a transaction in
a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the
risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction,
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and monthly account statements showing the market value of each penny stock held
in the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. Our shares will likely be subject to such penny stock rules
and our shareholders will in all likelihood find it difficult to sell their
securities.
No market exists for our securities and there is no assurance that a regular
trading market will develop, or if developed will be sustained. A shareholder in
all likelihood, therefore, will not be able to resell the securities referred to
herein should he or she desire to do so. Furthermore, it is unlikely that a
lending institution will accept our securities as pledged collateral for loans
unless a regular trading market develops. There are no plans, proposals,
arrangements or understandings with any person with regard to the development of
a trading market in any of our securities.
As of the date of this registration, we had thirty-four (34) holders of record
of our common stock. There is currently one class of common stock outstanding.
Item 10. Recent Sales of Unregistered Securities.
On April 4, 1997, 5,000,000 shares of our common stock were issued to Eric
Littman for legal services rendered. These legal services have a value of
$2,000.00. The aforementioned securities were issued under the exemption from
registration provided by Section 4(2) of the Act, as amended. On April 5, 1997,
5,000,000 shares of our common stock were canceled, reissued and gifted by the
Company on April 17, 1997, without general solicitation or advertising, in
reliance upon Section 4(2) to the current thirty-four (34) shareholders of our
common stock, who are friends and relatives of Eric Littman, who was our
President at that time. These persons are located in various states and the
state location of these persons bears no relationship to our gifting of the
shares.
In each state where the shares were gifted, the shares are unregistered
securities. We gifted these shares in order to give such persons something of
value as a present. Because Mr. Littman knew each shareholder personally and
because they did not have to pay for the stock, they were sophisticated enough
to absorb the risk involved in this transaction. Further because of Mr.
Littman's prior relationship with each investor, there was no general
solicitation.
Of these persons, Jayne Littman is the wife of Eric Littman, Cindy Singer, the
holder of 1,000 shares is Eric Littman's sister, James Littman, the holder of
1,000 shares is Eric Littman's brother and Ronald Pallot, the holder of 1,000
shares is Eric Littman's father-in law.
We have never utilized an underwriter for an offering of our securities. Other
than the securities mentioned above, we have not issued or sold any securities.
Item 11. Description of Securities.
Qualification.
The following statements constitute brief summaries of the material information
in our Articles of Incorporation and Bylaws, as amended.
Common Stock.
Our Articles of Incorporation authorize us to issue up to 50,000,000 common
shares, $.001 par value per common share. There are currently 5,000,000 shares
of common stock outstanding. All outstanding common shares are legally issued,
fully paid and non-assessable.
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<PAGE>
Liquidation Rights.
Upon liquidation or dissolution, each outstanding Common Share will be entitled
to share equally in our assets legally available for distribution to
shareholders after the payment of all debts and other liabilities.
Dividend Rights.
There are no limitations or restrictions upon the rights of the Board of
Directors to declare dividends, and we may pay dividends on our shares in cash,
property, or our own shares, except when we are insolvent or when the payment
thereof would render us insolvent subject to the provisions of the Florida
Statutes. We have not paid dividends to date, and it is not anticipated that any
dividends will be paid in the foreseeable future.
Voting Rights.
Holders of our common shares are entitled to cast one vote for each share held
at all shareholders meetings for all purposes.
Other Rights.
Common shares are not redeemable, have no conversion rights and carry no
preemptive or other rights to subscribe to or purchase additional common shares
in the event of a subsequent offering.
There are no other material rights of the common or preferred shareholders not
included herein. There is no provision in our charter or by-laws that would
delay, defer or prevent a change in control of our Company. We have not issued
debt securities.
Item 12. Indemnification of Directors and Officers.
Our Articles of Incorporation provide that we shall have the power, in our
by-laws or in any resolution of our stockholders or directors, to undertake to
indemnify our officers and directors against any contingency or peril as may be
determined to be in our best interests, and in conjunction therewith, to
procure, at our expense, policies of insurance.
At this time, no statute or provision of the by-laws, any contract or other
arrangement provides for insurance or indemnification of a controlling person,
director or officer of our Company which would affect his or her liability in
that capacity.
Item 13. Financial Statements
Included with Item 15(a).
Item 14. Changes in and Disagreements with Accountants.
During the two most recent fiscal years and the subsequent interim period, we
have had no disagreement, resignation or dismissal of our principal independent
accountant. The principal accountant consulted for us has been James Scheifley
C.P.A.
Item 15(a) Financial Statements
Page 11
<PAGE>
LAL MIAMI ENTERPRISES, INC.
(A Development Stage Company)
BALANCE SHEET
March 31, 1999 and December 31, 1998
ASSETS
(Unaudited)
1999 1998
---------------------
CURRENT ASSETS:
TOTAL CURRENT ASSETS $ 0 $ 0
TOTAL ASSETS $ 0 $ 0
--------------------
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
TOTAL CURRENT LIABILITIES $ 0 $ 0
--------------------
STOCKHOLDERS EQUITY:
Common stock, $0.01 par value
authorized 50,000,000 shares
5,00O,OOO shares issued &
outstanding $2,000 $2,000
(Deficit) Accumulated during
development stage $(2,000) $(2,000)
--------------------
$ 0 $ 0
--------------------
$ 0 $ 0
--------------------
See accompanying notes to financial statements.
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<PAGE>
LAL MIAMI ENTERPRISES, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Three Months Ended March 31, 1999 and
Years Ended December 31, 1998 and 1997
1/1/99 Year Year Inception
to Ended Ended to
3/31/99 12/31/98 12/31/97 3/31/99
---------------------------------------------
Operating Expenses $ 0 $ 0 $ 2,000 $ 2,000
(Loss from Operations)
and Net (loss) $ 0 $ 0 $ (2,000) $ (2,000)
---------------------------------------------
Per Share Information:
Basic & Diluted (loss)
per common share $ 0 $ 0 $ 0 $ 0
---------------------------------------------
Weighted average
number of common
shares outstanding 5,000,000 5,000,O0O 5,000,000 5,000,000
---------------------------------------------
See accompanying notes to financial statements.
Page 13
<PAGE>
<TABLE>
<CAPTION>
LAL MIAMI ENTERPRISES, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period From Inception (April 4, 1997) to December 31, 1998
Deficit
Accumulated
Development
Shares Amount Stage Total
-----------------------------------------------
<S> <C> <C> <C> <C>
Common shares issued
for services on 4/7/97
at $.0004 per share 5,000,000 $2,000 $ 0 $ 2,000
Net (loss) for period 0 0 $ (2,000) $ (2,000)
-----------------------------------------------
Balance, 12/31/97 & 12/31/98 5,000,000 $2,000 $ (2,000) $ 0
-----------------------------------------------
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
LAL MIAMI ENTERPRISES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Three Months Ended March 31, 1999 and
Years Ended December 31, 1998 and 1997
1/1/99 Year Year Inception
to Ended Ended to
3/31/99 12/31/98 12/31/97 3/31/99
--------------------------------------------
(Unaudited)
Net Income (Loss) $ 0 $ $(2,000) $(2,000)
Adjustments to reconcile net
income to net cash by
operating activities:
Stock issued for services $ 2,000 $2,000
Total Adjustments $ 0 $ 0 $ 2,000 $2,000
--------------------------------------------
Net cash provided by
operating activities $ 0 $ 0 $ 0 $ 0
Increase (decrease) in cash $ 0 $ 0 $ 0 $ 0
Cash & Cash Equivalents
beginning of period $ 0 $ 0 $ 0 $ 0
--------------------------------------------
Cash & Cash Equivalents
end of period $ 0 $ 0 $ 0 $ 0
--------------------------------------------
Supplemental Information:
Cash paid for Interest $ 0 $ 0 $ 0 $ 0
Cash paid for Income Taxes $ 0 $ 0 $ 0 $ 0
See accompanying notes to financial statements.
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<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
LAL Miami Enterprises, Inc.
We have audited the balance sheet of LAL Miami Enterprises, Inc. as of December
31, 1998 and the related statements of operations, changes in stockholders'
equity, and cash flows for the and each of the years in the two year period
ended December 31, 1998. 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 audits.
We conducted our audits 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 audits provide 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 LAL Miami Enterprises, Inc. as
of December 31, 1998 and the results of its operations and cash flows for each
of the years in the two year period ended December 31, 1998, in conformity with
generally accepted accounting principles.
/s/ James E. Scheifley
James E. Scheifley & Associates, P.C.
Certified Public Accountants
Denver, Colorado
May 21, 1999
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<PAGE>
LAL Miami Enterprises, Inc.
Notes to Financial Statements
December 31, 1998
NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
The Company was incorporated in Nevada on April 4, 1997. The Company is in its
development stage and to date its activities have been limited to organization
and capital formation.
Loss per share:
Basic Earnings per Share ("EPS") is computed by dividing net income available to
common stockholders by the weighted average number of common stock shares
outstanding during the year. Diluted EPS is computed by dividing net income
available to common stockholders by the weighted-average number of common stock
shares outstanding during the year plus potential dilutive instruments such as
stock options and warrants. The effect of stock options on diluted EPS is
determined through the application of the treasury stock method, whereby
proceeds received by the Company based on assumed exercises are hypothetically
used to repurchase the Company's common stock at the average market price during
the period. Loss per share is unchanged on a diluted basis since the Company has
no potentially dilutive securities outstanding.
Intangible Assets:
The Company makes reviews for the impairment of long-lived assets and certain
identifiable intangibles whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Under SFAS No. 121,
an impairment loss would be recognized when estimated future cash flows expected
to result from the use of the asset and its eventual disposition is less than
its carrying amount. No such impairment losses have been identified by the
Company to date.
Cash:
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents.
Estimates:
The preparation of the Company's financial statements requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates.
Fair value of financial instruments:
The Company's short-term financial instruments consist of cash and cash
equivalents and accounts payable. The carrying amounts of these financial
instruments approximates fair value because of their short-term maturities.
Financial instruments that potentially subject the Company to a concentration of
credit risk consist principally of cash. During the year the Company did not
maintain cash deposits at financial institutions in excess of the $100,000 limit
covered by the Federal Deposit Insurance Corporation. The Company does not hold
or issue financial instruments for trading purposes nor does it hold or issue
interest rate or leveraged derivative financial instruments.
Stock-based Compensation:
The Company adopted Statement of Financial Accounting Standard No. 123 (FAS
123), Accounting for Stock-Based Compensation beginning with the Company's first
quarter of 1996. Upon adoption of FAS
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<PAGE>
123, the Company continued to measure compensation expense for its stock-based
employee compensation plans using the intrinsic value method prescribed by APB
No. 25, Accounting for Stock Issued to Employees. The Company did not pay any
stock based compensation during any period presented.
New Accounting Pronouncements SFAS No. 130, AReporting Comprehensive Income@,
establishes guidelines for all items that are to be recognized under accounting
standards as components of comprehensive income to be reported in the financial
statements. The statement is effective for all periods beginning after December
15, 1997 and reclassification financial statements for earlier periods will be
required for comparative purposes. To date, the Company has not engaged in
transactions which would result in any significant difference between its
reported net loss and comprehensive net loss as defined in the statement.
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use ("SOP 98-1"). SOP 98-1 provides
authoritative guidance on when internal-use software costs should be capitalized
and when these costs should be expensed as incurred.
Effective in 1998, the Company adopted SOP 98-1, however the Company has not
incurred costs to date which would require evaluation in accordance with the
SOP.
Effective December 31, 1998, the Company adopted SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information ("SFAS 131"). SFAS 131
superseded SFAS No. 14, Financial Reporting for Segments of a Business
Enterprise. SFAS 131 establishes standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports. SFAS 131 also establishes
standards for related disclosures about products and services, geographic areas,
and major customers. The adoption of SFAS 131 did not affect results of
operations or financial position. To date, the Company has not operated in any
business activity.
Effective December 31, 1998, the Company adopted the provisions of SFAS No. 132,
Employers' Disclosures about Pensions and Other Post-retirement Benefits ("SFAS
132"). SFAS 132 supersedes the disclosure requirements in SFAS No. 87,
Employers' Accounting for Pensions, and SFAS No. 106, Employers' Accounting for
Post-retirement Benefits Other Than Pensions. The overall objective of SFAS 132
is to improve and standardize disclosures about pensions and other
post-retirement benefits and to make the required information more
understandable. The adoption of SFAS 132 did not affect results of operations or
financial position.
The Company has not initiated benefit plans to date which would require
disclosure under the statement.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), which
is required to be adopted in years beginning after June 15, 1999. SFAS 133 will
require the Company to recognize all derivatives on the balance sheet at fair
value. Derivatives that are not hedges must be adjusted to fair value through
income. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives will either be offset against the
change in fair value of hedged assets, liabilities, or firm commitments through
earnings or recognized in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings. The Company has not yet
determined what the effect of SFAS 133 will be on earnings and the financial
position of the Company, however it believes that it has not to date engaged in
significant transactions encompassed by the statement.
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<PAGE>
NOTE 2. STOCKHOLDERS' EQUITY.
On April 4, 1997 the Company issued 5,000,000 shares of its common stock valued
at $2,000 to its founders in exchange for their services.
NOTE 3. RELATED PARTY TRANSACTIONS.
The Company neither owns nor leases any real or personal property. Office
services are provided without charge by an officer of the Company. Such costs
are immaterial to the financial statements and, accordingly, have not been
reflected therein. The officers and directors of the Company are involved in
other business activities and may become involved in other business activities
in the future. Such business activities may conflict with the activities of the
Company. The Company has not formulated a policy for the resolution of any such
conflicts that may arise.
NOTE 4. INTERIM FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions incorporated in Regulation 10-SB of the Securities and
Exchange Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments and accruals) considered necessary for a fair
presentation have been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. The accompanying
financial statements should be read in conjunction with the Company's financial
statements for the year ended December 31, 1998.
Basic loss per share was computed using the weighted average number of common
shares outstanding.
Page 19
<PAGE>
Item 15(b) Exhibits
INDEX TO EXHIBITS PAGE
-------------------------------------------------------------------------------
Exhibit 1 Underwriting Agreement **
Exhibit 2 Plan of Acquisition, Reorganization, Arrangement, **
Liquidation, Etc. __
Exhibit 3 (i) Articles of Incorporation **
(ii) By-laws **
(iii) By-laws (as amended) **
Exhibit 4 Instruments Defining the Rights of Security Holders **
Exhibit 5 Voting Trust Agreement **
Exhibit 6 Material Contracts **
Exhibit 7 Letter on Accountant Change **
Exhibit 8 Information on Subsidiaries **
Exhibit 9 Power of Attorney **
**Previously filed.
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<PAGE>
Signatures
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.
/s/ Michael Fridovich
----------------------
By: Michael Fridovich
Title: Director/ President
Date: July 7, 2000
Page 21
<PAGE>
