SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
March 22, 2000
Date of Report
(Date of Earliest Event Reported)
QUIK PIX, INC.
(Exact Name of Registrant as Specified in its Charter)
7050 Village Drive, Suite F
Buena Park, California 90621
(Address of principal executive offices)
714/522-8255
(Registrant's telephone number)
Baroque Corporation
1504 R Street, N.W.
Washington, D.C. 20009
(Former name and former address)
Nevada 0-26407 33-0198595
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to an Agreement and Plan of Reorganization
(the "Acquisition Agreement"), Quik Pix, Inc. ("Quik Pix" or the
"Company"), a Nevada corporation, has acquired all the outstanding
shares of common stock of Baroque Corporation ("Baroque"), a
Delaware corporation, from the shareholders thereof in an exchange
for an aggregate of 410,510 shares of common stock of (the
"Acquisition"). As a result, Baroque has become a wholly-owned
subsidiary of Quik Pix.
The Acquisition was approved by the unanimous consent of the
Board of Directors of Quik Pix on March 21, 2000. The Acquisition
was effective March 22, 2000. The Acquisition is intended to
qualify as a reorganization within the meaning of Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
Quik Pix had 8,503,462 shares of common stock issued and
outstanding prior to the Acquisition and 8,913,972 shares issued and
outstanding following the Acquisition.
Upon effectiveness of the Acquisition, pursuant to Rule
12g-3(a) of the General Rules and Regulations of the Securities and
Exchange Commission, Quik Pix elected to become the successor issuer
to Baroque for reporting purposes under the Securities Exchange Act
of 1934 and elects to report under the Act.
A copy of the Acquisition Agreement is filed as an exhibit
to this Current Report and is incorporated in its entirety herein.
The foregoing description is modified by such reference.
(b) The following table contains information regarding the
shareholdings of Quik Pix's current directors and executive officers
and those persons or entities who beneficially own more than 5% of
its common stock (giving effect to the exercise of any warrants held
by each such person or entity which are exercisable within 60 days
of the date of this Current Report):
Number of shares of Percent of
Common Stock Beneficially Common Stock
Name Owned (1) Beneificially
Owned (2)
John Capie 3,333,333 37.39%
President, Chief Executive Officer,
Chairman, Director
7050 Village Drive, Suite F
Buena Park, California 90621
Woo Young Kim 2,500,000 28.04%
STI, #501
Dong Woo Building, 784-13
Weok Smdong
Kang Anm Gu
Seoul, Korea 135-080
Ed Youngman 60,000 *
Secretary, Treasurer, Director
7050 Village Drive, Suite F
Buena Park, California 90621
Lee Finger 160,000 1.79%
Director
7050 Village Drive, Suite F
Buena Park, California 90621
Brian Bonar 0 *
Director
2428 Oak Canyon Place
Escondido, California 92025
Chris McKee 0 *
Director
1792 Old Canyon Drive
Hacienda Heights, California 91745
All executive officers
and directors of the company
as a group (5 persons) 3,553,333 67.22%
* Less than 1%
(1) Includes options and warrants which are exercisable within
60 days of the date of this Current Report.
(2) Based upon 8,913,972 shares outstanding following the
Acquisition.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) The consideration exchanged pursuant to the Acquisition
Agreement was negotiated between Baroque and Quik Pix. In evaluating
the Acquisition, Baroque used criteria such as the value of assets
of Quik Pix, Quik Pix's ability to compete in the market place, Quik
Pix's current and anticipated business operations, and Quik Pix
management's experience and business plan. In evaluating Baroque,
Quik Pix placed a primary emphasis on Baroque's status as a
reporting company under Section 12(g) of the Securities Exchange Act
of 1934, as amended, and Baroque's facilitation of Quik Pix's
becoming a reporting company under the Act.
(b) The Company intends to achieve its expansion objectives
by maintaining growth at its existing facilities, using multiple
media consumer education marketing efforts, and establishing name
recognition and consumer familiarity with the Company's products and
services.
BUSINESS
COMPANY
Quik Pix, Inc., doing business as Quality Photographic
Imaging, is a publicly held company located in Buena Park,
California. The Company was established in 1982 with the purpose of
capitalizing on its patented Photomotion(TM) technology and its
commercial applications. The common stock of the Company is traded
on the NASD OTC Bulletin Board under the symbol "QPIX."
The Company offers a spectrum of services allowing a client
to produce color visuals (digital and photographic) according to
parameters as specified by a client. The process allows a
combination of three or more images into a single color transparency
that changes as a viewer moves past the image. The Company's
services include a full range of Photomotion(TM) technology related
client support, technical and customer service.
The Company has limited finances and requires additional
funding in order to accomplish its growth objectives and marketing
of its products and services. There is no assurance that the Company
will have revenues in the future or that it will be able to secure
other funding necessary for its future growth and expansion. There
is also no assurance that the Company's technology will perform as
intended or that potential customers will show sufficient interest
in the Company's product and related services. See ITEM 2, "RISK
FACTORS"
PRODUCTS
The Company's principal product is a patented technology for
adding multiple images to backlit static displays that appear to
change as the viewer passes by the image. The patented process is
called Photomotion(TM) and uses existing original art to create an
illusion of movement. This color medium uses existing originals and
allows for three to five distinct images to be displayed within an
existing light box. Images appear to change or "morph" as the viewer
passes the display. The Company's ability to put multiple images in
a single space allows the user to create an active and entertaining
display using existing originals and fixtures. The illusion is
optical and requires no special equipment. This patented process of
"pop and display" advertising is intended to capture the targeted
audience for a longer period of time and to increase visual
effectiveness. Several large companies and services providers have
selected PhotoMotion(TM) as part of their marketing campaigns.
OPERATIONS
The Company currently operates at a loss. The Company's
management expects losses to continue for the foreseeable future.
The Company requires additional funding to achieve its growth
objectives. If the Company does not receive additional funding, it
will not be able to pursue the intended marketing plan and, in such
case, may not be able to successfully conduct its operations. There
is no assurance that the Company will be successful in development
or marketing of its product or in generating any meaningful revenues
from operations.
The Company intends to acquire other related businesses in
exchange for cash or issuance of securities. To date, no
acquisitions have been consummated and there can be no assurance
that any future acquisitions will be consummated. Furthermore, no
assurance can be given that the Company will be able to effect any
aspects of its business plan or to maintain the operations that it
has currently established. The Company will need additional capital
either through financing or through operations to meet its business
goals. There is no assurance that the Company can reverse its
operating losses or that it can raise additional capital to allow it
to expand its planned operations.
MARKETING
The Company intends to employ a variety of marketing
techniques to attract potential consumers of its products. In
addition to trade shows, conferences and conventions, the Company
intends to mount an integrated marketing campaign targeting Fortune
1000 companies, distributors and other related channels for the
Company's products. To that end, the Company has employed a
marketing consultant to establish and expand its presence into
alternative markets. To date, the Company has not launched any such
marketing efforts.
As part of its promotional campaign, the Company has begun a
direct mailing and Internet initiative.
There is no assurance that the Company will be able to
successfully market and distribute its product to
any of its intended customers.
TRADEMARKS AND PATENTS
In July, 1999, the Company was issued a patent by the United
States Patent Office for its "Back Lit Multi Image Transparency"
(Photomotion) technology. The United States patent number is
5,782,026. The Company has registered "Photomotion"as a trademark.
PROPERTY
The Company's main executive and administrative offices are
located in the Village Business Park, in the City of Buena Park,
California. There are two facilities. The first is a 8,600 square
foot facility occupying 2 suites. This facility houses the primary
color labs, the digital imaging equipment, retouching, and finishing
operations. It also provides production capabilities for mounting,
shipping and dispatching, as well as housing the administrative
offices, customer service, and marketing. The Company leases this
facility at a rate of $5,500.00 per month. The lease term is three
(3) years which may be terminated after May 1, 2003.
The Company's second facility, a 1,750 square foot facility,
is located less than 1 mile away and is dedicated to manufacturing
support capabilities. This facility provides finished substrate
mountings, custom displays, full scale models, trade show support,
and custom crate manufacturing from raw materials. The Company
leases this space at a rate of $1,750.00 per month. The
lease term is three (3) years which may be terminated after May 1,
2003.
In November, 1999, Quik Pix announced an upgrade to its
leased facility in Buena Park. Included in the upgrade is the
addition of new staff and equipment.
The Company's mailing address is 7050 Village Drive, Suite
F, Buena Park, California 90621. Its telephone number is
800/734-0432 and its facsimile number is 714/521-1745. Its e-mail
address is [email protected]. The Company maintains an Internet Web
site located at http://www.qpivisuals.com.
SUPPLIERS
The Company uses a variety of vendors for its film and
manufacturing processes. Presently, there are no contractual
arrangements between the Company and its suppliers. Purchase orders
are written to request parts on a "as required" basis. There is no
assurance that the Company will maintain a sufficient number of
suppliers for film and manufacturing processes in the foreseeable
future.
EMPLOYEES
The Company currently employees 20 full-time and no
part-time employees.
LITIGATION
There is no current outstanding litigation in which the
Company is involved and the Company is unaware of any pending
actions or claims against it.
DESCRIPTION OF SECURITIES
The authorized capitalization of the Company consists of
50,000,000 shares of common stock, $.001par value per share, and no
shares of preferred stock. The Company has 8,913,972 shares of its
common stock issued and outstanding.
MARKET FOR THE COMPANY'S SECURITIES
The common stock of the Company is traded on the NASD OTC
Bulletin Board under the symbol "QPIX." The market for OTC securities
is characterized frequently by low volume and broad price and
volume volatility. The Company cannot give any assurance that a
stable trading market will develop for its stock or that an active
trading market will be sustained. Moreover, the trading price of the
Company's common stock could be subject to wide fluctuations due to
such factors as quarterly variations in operating results,
competition, announcements of new products by the Company or its
competitors, product enhancements by the Company or its competitors,
regulatory changes, differences in actual results from those
expected by investors and analysts, changes in financial estimates
by securities analysts, and other events or factors.
The Company has been a non-reporting publicly traded company
with certain of its securities exempt from registration under the
Securities Act of 1933, as amended. The NASD Stock Market has
implemented a change in its rules requiring all companies trading
securities on the NASD OTC Bulletin Board to become reporting
companies under the Securities Exchange Act of 1934. Quik Pix
acquired all the outstanding shares of Baroque to become successor
issuer to it pursuant to Rule 12g-3 in order to comply with the
Eligibility Rule for the NASD OTC Bulletin Board.
The following is the last 12-month trading history for the Company's
common stock:
Date High Low Volume
March,1999 0.220 0.020 1,400
April,1999 0.020 0.020 1,600
May,1999 0.718 0.020 64,400
June,1999 0.125 0.070 15,600
July,1999 0.250 0.070 19,500
August,1999 0.070 0.150 -
September,1999 0.230 0.070 9,800
October,1999 0.312 0.070 1,600
November,1999 0.312 0.070 22,500
December,1999 0.650 0.070 4,100
January,2000 0.500 0.070 3,100
February,2000 2.687 0.070 763,200
March,2000* 1.750 0.625 121,100
________
*As of March 20th, 2000.
The market price of the Company's common stock over the
last 52 weeks has ranged from $0.02 to $2.68. On March 21, 2000,
the high was $0.93 and the low $0.93 with a volume of 3,000 shares.
TRANSFER AGENT
The Company's transfer agent is Atlas Stock Transfer, 5899
State Street, Salt Lake City, Utah 84107.
MANAGEMENT
Name Age Title
John Capie 53 President, Chief Executive
Officer, Chairman
Ed Youngman 68 Secretary, Treasurer, Director
Lee Finger 57 Director
Brian Bonar 52 Director
Chris McKee 51 Director
All directors hold office until the next annual meeting of
shareholders or until their successors are duly elected and
qualified. Officers serve at the pleasure of the Board of
Directors. Set forth below is a summary description of the business
experience of each director and officer of the Company.
JOHN CAPIE has been President of the Company since its
inception in 1982. Mr. Capie's employment history includes
employment at various managerial positions in New York-based
photographic labs. Mr. Capie has also had extensive experience in
Point of Purchase Displays and Trade Show exhibit building. Over the
last twelve years he has been on the Board of Directors for
corporations including Exhibitronix Inc., Modular Display Systems,
Inc., Tabery Corporation, Delta Transport, American Distributing
Company.
ED YOUNGMAN has served as Controller and Secretary/Treasurer
of the Company since 1987. Mr. Youngman has held numerous senior
executive roles at Litton, Sargent Industries and HN Bailey Associates.
LEE FINGER has been a Director of the Company since 1982 to
present.
BRIAN BONAR has been a Director of the Company since
February, 2000. Mr. Bonar has served since April, 1998, as a CFO
of Imaging Technologies, San Diego, California, a software and
hardware company. Mr. Bonar and has been a Director
since 1992 and recently became Chairman of the Board. From 1991 to
1992, Mr. Bonar was Vice President of Worldwide Sales and Marketing
for Bezier Systems, Inc., a San Jose, California-based manufacturer
and marketer of laser printers. From 1990 to 1991, he was a
Worldwide Sales Manager for Adaptec, Inc., a San Jose-based laser
printer controller developer. From 1988 to 1990, Mr. Bonar was Vice
President of Sales and Marketing for Rastek Corporation, a laser
printer controller developer located in Huntsville, Alabama. From
1984 to 1988, Mr. Bonar was employed as Executive Director of
Engineering at QMS, Inc., an Alabama-based developer and
manufacturer of high-performance color and monochrome printing
solutions. Prior to these positions, Mr. Bonar was employed by IBM
U.K. Ltd. for approximately 17 years.
CHRIS MCKEE has been a Director of the Company since
February, 2000. Mr. McKee also has served since August, 1998
as Senior Vice President of Finance and Operations for Imaging Technologies,
San Diego, California, a software and hardware company. Prior
to joining the Company, Mr. McKee spent 23 years with
Flowserve Corporation and its predecessor company, BW/IP, Inc., in
various financial management positions, including most recently as
its Director of Information Technology and Baan Implementation. Mr.
McKee holds a Masters in Business Administration degree from
Pepperdine University in 1979.
EXECUTIVE COMPENSATION
The Company has no audit, compensation or executive
committees. No officers of the Company earned more than $100,000 a
year during any of the last three fiscal years. There is no
key man life insurance on any director or officer.
RELATED TRANSACTIONS
In May, 1999, the Company and YARC Systems Corporation
entered into discussions regarding the possible acquisition of the
Company by YARC Systems, a company located in Camarillo, California.
In March, 2000, all such discussions with YARC Systems were formally
ended.
SUMMARY OF UNAUDITED FINANCIAL INFORMATION
Quik Pix incurred a net loss for the year ended September
30, 1997 of ($234,840) on net sales of $1,876,923. Quik Pix incurred
a net loss for the year ended September 30, 1998 of ($243,701) on
net sales of $1,853,024. During the three months ended December 31,
1999, the Company incurred a net loss of ($46,519) on net sales of
$379,511. As of December 31, 1999, the Company had current assets of
$384,027 and current liabilities of $1,148,269. Figures for the
fiscal year ended September 30, 1999 are not available at the time
of this Current Report.
RISK FACTORS
QUIK PIX IS CURRENTLY OPERATING AT A LOSS. The Company
has historically operated at a loss. If losses continue, the Company may
need to raise additional capital through the sale of its securities or from
debt or equity financing. If the Company is not able to riase such financing
or obtain alternative sources of funding, management will be required
to curtail operations. The Company's operations are subject to the risks
and competition inherent in the establishment of a business enterprise
in the competitive field of high technology companies. There can be no
assurance that future operations will be profitable. Revenues and profits,
if any, will depend upon various factors, including market acceptance
of its concepts, market awareness, its ability to expand its network
of participating distributors and customers, dependability of its
advertising and recruiting network, and general economic conditions.
There is no assurance that the Company will achieve its expansion goals
and the failure to achieve such goals would have an adverse impact on it.
HISTORY OF OPERATIONS; CURRENT OPERATIONS. The Company incurred
a net loss for the year ended September 30, 1997 of ($234,840) on
net sales of $1,876,923. The Company incurred a net loss for the year
ended September 30, 1998 of ($243,701) on net sales of
$1,853,024. During the three months ended December 31, 1999, the
Company incurred a net loss of ($46,519) on net sales of
$379,511. As of December 31, 1999, the Company had current assets of
$384,027 and current liabilities of $1,148,269. If losses
continue, the Company may need to raise additional capital through
the sale of its securities or from debt or equity financing. If the
Company is not able to raise such financing or obtain alternative
sources of funding, management will be required to curtail
operations. The Company's operations are subject to the risks and
competition inherent in the operating a business enterprise in a
competitive field of high technology s companies. There can be no
assurance that future operations will be profitable. Revenues and
profits, if any, will depend upon various factors, including market
acceptance of its products, market awareness, its ability to expand
its network of participating distributors and customers,
dependability of its advertising and recruiting network, and general
economic conditions. There is no assurance that the Company will
achieve its expansion goals and the failure to achieve such goals
would have an adverse impact on it.
THE COMPANY MAY NEED ADDITIONAL FINANCING. Future events,
including the problems, delays, expenses and difficulties frequently
encountered by companies may lead to cost increases that could make
the Company's funds insufficient to fund the Company's proposed
operations. The Company may seek additional capital, including an
offering of its equity securities, an offering of debt securities or
obtaining financing through a bank or other entity. The Company has
not established a limit as to the amount of debt it may incur nor
has it adopted a ratio of its equity to a debt allowance. If the
Company needs to obtain additional financing, there is no assurance
that financing will be available from any source, or that it will be
available on terms acceptable to the Company, or that any future
offering of securities will be successful. The Company could suffer
adverse consequences if it is unable to obtain additional capital
when needed.
FAILURE TO ATTRACT OR RETAIN QUALIFIED PERSONNEL. A change
in labor market conditions that either further reduces the
availability of employees or increases significantly the cost of
labor could have a material adverse effect on the Company's
business, financial condition and results of operations. The Company's
business is dependent upon its ability to attract and retain highly
sophisticated research and development personnel, business
administrators and corporate management. There is no assurance that
it will be able to employ a sufficient number of such personnel in
order to accomplish its growth objectives.
ISSUANCE OF FUTURE SHARES MAY DILUTE INVESTORS' SHARE VALUE.
The Company is authorized to issue 50,000,000 shares of common
stock. The future issuance of all or part of the remaining
authorized common stock may result in substantial
dilution in the percentage of the Company's common stock held by the
its then existing shareholders. Moreover, any common stock issued
in the future may be valued on an arbitrary basis by the Company.
The issuance of the Company's shares for future services or
acquisitions or other corporate actions may have the effect of
diluting the value of the shares held by investors, and might have
an adverse effect on any trading market, should a trading market for
the Company's common stock develop.
SHARES AVAILABLE FOR FUTURE SALE MAY AFFECT MARKET PRICE.
The market price of the Company's common stock could drop if substantial
amounts of shares are sold in the public market or if the market
perceives that such sales could occur. A drop in the market price
could adversely affect holders of the stock and could also harm
the Company's ability to raise additional capital by selling equity
securities.
ADVERSE ECONOMIC CONDITIONS OR A CHANGE IN GENERAL MARKET
PATTERNS. A weak economic environment could adversely affect the
Company sales and promotional efforts. General economic conditions
impact high technology commerce and demand and interest for the
Company's patented technology may decline at any time, especially
during recessionary periods. Many factors beyond the Company's
control may decrease overall demand for the Company's technology
including, among other things, decrease in the entry costs by other
similarly situated companies, better and more efficient technology,
increase in the overall unemployment rate, and additional government
regulation. There can be no assurance that the general market demand
for the Company's technology will remain the same or will not
decrease in the future.
THE COMPANY MAY FAIL TO GENERATE SUFFICIENT INTEREST IN ITS
PRODUCTS. The Company must undertake substantial effort to market
its technology in the United States and other markets. There is no
assurance that the Company will be able to generate sufficient
interest in and to create and maintain steady demand for its
products over time.
LOSS OF THE COMPANY KEY EMPLOYEES MAY ADVERSELY AFFECT
GROWTH OBJECTIVES. The Company's success in achieving its growth
objectives depends upon the efforts of John Capie, President of the
Company, as well as other key management personnel. The loss of the
services of these individuals could have a material adverse effect
on the Company business, financial condition and results of
operations. There is no assurance that the Company will be able to
maintain and achieve its growth objectives should it lose any of its
key management members' services.
THIRD-PARTY MARKET PRICE MANIPULATIONS. The shares of the
Company's common stock are traded on the NASD OTC Bulletin Board.
Share price quotations for the Company's stock may reflect
inter-dealer prices, without retail mark-up, without retail
mark-up, mark-down or commissions, and may not represent actual
transactions. In addition, from time to time, persons not affiliated
with the Company may seek to manipulate the market price of the
Company's common stock in a manner unknown to the Company, which may
cause a drastic change in the price of the Company's common stock
unrelated to any activity by the Company. Any rapid change in the
Company's stock price should be viewed with caution.
THE COMPANY HAS NOT BEEN AUDITED BY INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS. Although the Company is required to file audited
financial statements no later than 60 days from the date that this
Current Report is required to be filed, no such audited financial
statements have been prepared or are available for inspection as of
the date hereof. Consequently, there can be no assurance that any
representations as to the financial condition or assets of the
Company are as stated herein.
COMPETITION FROM LARGER AND MORE ESTABLISHED COMPANIES MAY
HAMPER MARKETABILITY. The competition in the high technology
industry is intense. Large and highly fragmented, these industries
host a number of well-established competitors, including national,
regional and local companies possessing greater financial,
marketing, personnel and other resources than the Company. There is
no assurance that the Company will be able to market or sell its
product if faced with direct product and services competition from
these larger and more established companies.
THE COMPANY'S TECHNOLOGY MAY BECOME OBSOLETE. The
technology patented by the Company and which the Company intends to
market could become obsolete as a result of a superior piece of
technology developed by a third-party designer or by discovering a
more efficient and speedier way of communicating images that the
Company's technology promises to deliver. Either or both of those
events, upon occurrence, could lead to an erosion in the Company's
ability to market its product as well as an erosion of potential
customer base.
TRADEMARK PROTECTION AND PROPRIETARY MARKS. There is no
assurance that the Company will be able to prevent competitors from
using its trade marks or trade names or similar names, marks,
concepts or appearances or that it will have the financial resources
necessary to protect its marks against infringing use.
PENNY STOCK REGULATION. Penny stocks generally are equity
securities with a price of less than $5.00 per share other than
securities registered on certain national securities exchanges or
quoted on the NASD Stock Market, provided that current price and
volume information with respect to transactions in such securities
is provided by the exchange or system. The Company's securities may
be subject to "penny stock rules" that impose additional sales
practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 together with their spouse).
For transactions covered by these rules, the broker-dealer must make
a special suitability determination for the purchase of such
securities and have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the "penny stock
rules" require the delivery, prior to the transaction, of a
disclosure schedule prescribed by the Commission relating to the
penny stock market. The broker-dealer also must disclose the
commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information
on the limited market in penny stocks. Consequently, the "penny
stock rules" may restrict the ability of broker-dealers to sell the
Company's securities. The foregoing required penny stock
restrictions will not apply to the Company's securities if such
securities maintain a market price of $5.00 or greater. There can be
no assurance that the price of the Company's securities will
maintain such a level.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Successor Issuer Election.
Pursuant to Rule 12g-3(a) of the General Rules and
Regulations of the Securities and Exchange Commission, the Company
elected to become the successor issuer to Baroque for reporting
purposes under the Securities Exchange Act of 1934.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
The sole officer and director of Baroque resigned effective
upon completion of the Acquisition.
ITEM 7. FINANCIAL STATEMENTS
The audited financial statements of Baroque Corporation
are attached. The Registrant is required
to file consolidated audited financial statements no later than 60
days after the date that this Current Report must be filed reflecting
the Acquisition.
ITEM 8. CHANGE IN FISCAL YEAR
Baroque's fiscal year ends December 31. The Company intends
to keep its fiscal year which ends September 30.
BAROQUE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
BAROQUE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 - INDEPENDENT AUDITORS' REPORT
PAGE 2 - BALANCE SHEET AS OF DECEMBER 31, 1999
PAGE 3 STATEMENT OF OPERATIONS FOR THE PERIOD
FROM JUNE 4, 1999 (INCEPTION) TO DECEMBER 31, 1999
PAGE 4 STATEMENT OF CHANGES IN STOCKHOLDER'S
EQUITY FOR THE PERIOD FROM JUNE 4, 1999
(INCEPTION) TO DECEMBER 31, 1999
PAGE 5 STATEMENT OF CASH FLOWS FOR THE PERIOD FROM
JUNE 4, 1999 (INCEPTION) TO DECEMBER 31, 1999
PAGES 6 8 NOTES TO FINANCIAL STATEMENTS AS OF
DECEMBER 31, 1999
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Baroque Corporation
(A Development Stage Company)
We have audited the accompanying balance sheet of Baroque Corporation (a
development stage company) as of December 31, 1999 and the related statements
of operations, changes in stockholder's equity and cash flows for the period
from June 4, 1999 (inception) to December 31, 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 Baroque Corporation (a
development stage company) as of December 31, 1999, and the results of its
operations and its cash flows for the period from June 4, 1999 (inception)
to December 31, 1999 in conformity with generally accepted accounting
principles.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
March 17, 1999
BAROQUE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 1999
ASSETS
Cash $ 500
TOTAL ASSETS $ 500
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES $ -
STOCKHOLDER'S EQUITY
Preferred Stock, $.0001 par value, 20 million
shares authorized, zero issued and outstanding -
Common Stock, $.0001 par value, 100 million
shares authorized, 5,000,000 issued
and outstanding 500
Additional paid-in capital 4,830
Deficit accumulated during development stage (4,830)
Total Stockholder's Equity 500
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 500
See accompanying notes to financial statements.
2
BAROQUE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JUNE 4, 1999
(INCEPTION) TO DECEMBER 31, 1999
Income $ -
Expenses
Executive services contributed by president 3,500
Organization expense 580
Professional fees 750
Total expenses 4,830
NET LOSS $ (4,830)
See accompanying notes to financial statements.
3
BAROQUE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN
STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM JUNE 4, 1999
(INCEPTION) TO DECEMBER 31, 1999
Deficit
Additional Accumulated
Common Paid-In During Devel-
Stock Capital opment Stage Total
Common stock issuance $ 500 $ - $ - $ 500
Fair value of services
and expenses contributed - 4,830 - 4,830
Net loss for the period
ended December 31, 1999 - - (4,830) (4,830)
BALANCE AT DECEMBER
31, 1999 $ 500 $ 4,830 $ (4,830) $ 500
See accompanying notes to financial statements.
4
BAROQUE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JUNE 4, 1999
(INCEPTION) TO DECEMBER 31, 1999
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (4,830)
Adjustment to reconcile net loss
to net cash used by operating activities:
Capitalized services and expenses 4,830
Net cash used in operating activities -
CASH FLOWS FROM INVESTING ACTIVITIES -
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 500
Net cash provided by financing activities 500
INCREASE IN CASH AND CASH EQUIVALENTS 500
CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD -
CASH AND CASH EQUIVALENTS END OF PERIOD $ 500
See accompanying notes to financial statements.
5
BAROQUE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Baroque Corporation (a development stage company) ("the Company") was
incorporated in Delaware on June 7, 1999 to serve as a vehicle to
effect a merger, exchange of capital stock, asset acquisition or
other business combination with a domestic or foreign private
business. At December 31, 1999, the Company had not yet commenced any
formal business operations, and all activity to date relates to the
Company's formation and proposed fund raising. The Company's fiscal
year end is December 31.
The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business and raise the
capital it will require through the issuance of equity securities,
debt securities, bank borrowings or a combination thereof.
B. Use of Estimates
The preparation of the 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 disclosure 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.
C. Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers
all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.
6
BAROQUE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
D. Income Taxes
The Company accounts for income taxes under the Financial Accounting
Standards Board of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("Statement 109"). Under Statement 109,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred
tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. There were no
current or deferred income tax expense or benefits due to the Company
not having any material operations for the period ending December
31, 1999.
NOTE 2 - STOCKHOLDER'S EQUITY
A. Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred
stock at $.0001 par value, with such designations, voting and other
rights and preferences as may be determined from time to time by the
Board of Directors.
B. Common Stock
The Company is authorized to issue 100,000,000 shares of common stock
at $.0001 par value. The Company issued 5,000,000 shares of its
common stock to TPG Capital Corporation pursuant to Rule 506 for an
aggregate consideration of $500.
7
BAROQUE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 2 - STOCKHOLDER'S EQUITY (CONT'D)
C. Additional Paid-In Capital
Additional paid-in capital at December 31, 1999 represents the fair
value of services contributed to the Company by its president and the
amount of organization and professional costs incurred by TPG Capital
on behalf of the Company. (See Note 3)
NOTE 3 AGREEMENT
On June 7, 1999, the Company signed an agreement with TPG Capital
Corporation (TPG), a related entity (See Note 4). The Agreement
calls for TPG to provide the following services, without
reimbursement from the Company, until the Company enters into a
business combination as described in Note 1A:
1. Preparation and filing of required documents with the
Securities and Exchange Commission.
2. Location and review of potential target companies.
3. Payment of all corporate, organizational, and other costs
incurred by the Company.
NOTE 4 - RELATED PARTIES
Legal counsel to the Company is a firm owned by a director of the
Company who also owns a controlling interest in the outstanding stock
of TPG Capital Corporation. (See Note 3)
8
ITEM 8. CHANGE IN FISCAL YEAR
Baroque's fiscal year ends December 31. The Company intends
to keep its fiscal year which ends September 30.
EXHIBITS
2.1. Agreement and Plan of Reorganization between Quik Pix, Inc.
and Baroque Corporation.
*27.1. Financial Data schedule.
_______
*To be filed by amendment
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Current Report to be
signed on its behalf by the undersigned hereunto duly authorized.
Quik Pix, Inc.
By_______________________________
John Capie, President
Date: March 22, 2000.
AGREEMENT AND PLAN OF REORGANIZATION among QUIK PIX,
INC., a Nevada corporation ("Quik Pix"), BAROQUE CORPORATION, a
Delaware corporation ("Baroque") and the persons listed in Exhibit A
hereof (collectively the "Shareholders"), being the owners of record
of all the issued and outstanding stock of Baroque.
Whereas, Quik Pix wishes to acquire and the Shareholders
wish to transfer all of the issued and outstanding securities of
Baroque in a transaction intended to qualify as a reorganization
within the meaning of Section368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended (the "Exchange").
Now, therefore, Quik Pix, Baroque, and the Shareholders
adopt this plan of reorganization and agree as follows:
1. EXCHANGE OF STOCK
1.1. NUMBER OF SHARES. The Shareholders agree to
transfer to Quik Pix at the Closing (defined below) the number of
shares of common stock of Baroque, $.0001 par value per share, shown
opposite their names in Exhibit A, in exchange for an aggregate of
410,510 shares of voting common stock of Quik Pix, $____ par value
per share.
1.2. EXCHANGE OF CERTIFICATES. Each holder of an
outstanding certificate or certificates theretofore representing
shares of Baroque common stock shall surrender such certificate(s)
for cancellation to Quik Pix, and shall receive in exchange a
certificate or certificates representing the number of full shares
of Quik Pix common stock into which the shares of Baroque common
stock represented by the certificate or certificates so surrendered
shall have been converted. The transfer of Baroque shares by the
Shareholders shall be effected by the delivery to Quik Pix at the
Closing of certificates representing the transferred shares endorsed
in blank or accompanied by stock powers executed in blank.
1.3. FRACTIONAL SHARES. Fractional shares of Quik
Pix common stock shall not be issued, but in lieu thereof Quik Pix
shall round up fractional shares to the next highest whole number.
1.4. FURTHER ASSURANCES. At the Closing and from
time to time thereafter, the Shareholders shall execute such
additional instruments and take such other action as Quik Pix may
request in order more effectively to sell, transfer, and assign the
transferred stock to Quik Pix and to confirm Quik Pix's title thereto.
2. CLOSING
2.1. DATE AND PLACE. The Closing contemplated
herein shall be held at the offices of the Exchange Agent provided
for herein without requiring the meeting of the parties hereof. All
proceedings to be taken and all documents to be executed at the
Closing shall be deemed to have been taken, delivered and executed
simultaneously, and no proceeding shall be deemed taken nor
documents deemed executed or delivered until all have been taken,
delivered and executed. The date of Closing may be accelerated or
extended by agreement of the parties.
2.2. EXECUTION OF DOCUMENTS. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or
transmission required by this agreement or any signature required
thereon may be used in lieu of an original writing or transmission
or signature for any and all purposes for which the original could
be used, provided that such copy, facsimile telecommunication or
other reproduction shall be a complete reproduction of the entire
original writing or transmission or original signature.
3. UNEXCHANGED CERTIFICATES. Until surrendered, each
outstanding certificate that prior to the Closing represented
Baroque common stock shall be deemed for all purposes, other than
the payment of dividends or other distributions, to evidence
ownership of the number of shares of Quik Pix common stock into
which it was converted. No dividend or other distribution shall be
paid to the holders of certificates of Baroque common stock until
presented for exchange at which time any outstanding dividends or
other distributions shall be paid.
4. REPRESENTATIONS AND WARRANTIES OF BAROQUE
Baroque represents and warrants as follows:
4.1. CORPORATE ORGANIZATION AND GOOD STANDING. Baroque is a
corporation duly organized, validly existing, and in good standing
under the laws of the State of Delaware, and is qualified to do
business as a foreign corporation in each jurisdiction, if any, in
which its property or business requires such qualification.
4.2. REPORTING COMPANY STATUS. Baroque has filed with the
Securities and Exchange Commission a registration statement on Form
10-SB which became effective pursuant to the Securities Exchange Act
of 1934 and is a reporting company pursuant to Section12(g) thereunder.
4.3. REPORTING COMPANY FILINGS. Baroque has timely filed and
is current on all reports required to be filed by it pursuant to
Section13 of the Securities Exchange Act of 1934.
4.4. CAPITALIZATION. Baroque's authorized capital stock
consists of 100,000,000 shares of common stock, $.0001 par value, of
which 5,000,000 shares are issued and outstanding, and 20,000,000
shares of non-designated preferred stock of which no shares are
designated or issued.
4.5. ISSUED STOCK. All the outstanding shares of its common
stock are duly authorized and validly issued, fully paid and
non-assessable.
4.6. STOCK RIGHTS. Except as may be set out by attached
schedule, there are no stock grants, options, rights, warrants or
other rights to purchase or obtain Baroque Common or Preferred Stock
issued or committed to be issued.
4.7. CORPORATE AUTHORITY. Baroque has all requisite
corporate power and authority to own, operate and lease its
properties, to carry on its business as it is now being conducted
and to execute, deliver, perform and conclude the transactions
contemplated by this agreement and all other agreements and
instruments related to this agreement.
4.8. AUTHORIZATION. Execution of this agreement has been
duly authorized and approved by Baroque's board of directors.
4.9. SUBSIDIARIES. Except as may be set out by attached
schedule, Baroque has no subsidiaries.
4.10. FINANCIAL STATEMENTS. Baroque's financial statements
dated October 31, 1999, copies of which will have been delivered by
Baroque to Quik Pix prior to the Closing (the "Baroque Financial
Statements"), fairly present the financial condition of Baroque as
of the date therein and the results of its operations for the
periods then ended in conformity with generally accepted accounting
principles consistently applied.
4.11. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the
extent reflected or reserved against in the Baroque Financial
Statements, Baroque did not have at that date any liabilities or
obligations (secured, unsecured, contingent, or otherwise) of a
nature customarily reflected in a corporate balance sheet prepared
in accordance with generally accepted accounting principles.
4.12. NO MATERIAL CHANGES. Except as may be set out by
attached schedule, there has been no material adverse change in the
business, properties, or financial condition of Baroque since the
date of the Baroque Financial Statements.
4.13. LITIGATION. Except as may be set out by attached
schedule, there is not, to the knowledge of Baroque, any pending,
threatened, or existing litigation, bankruptcy, criminal, civil, or
regulatory proceeding or investigation, threatened or contemplated
against Baroque or against any of its officers.
4.14. CONTRACTS. Except as may be set out by attached
schedule, Baroque is not a party to any material contract not in the
ordinary course of business that is to be performed in whole or in
part at or after the date of this agreement.
4.15. TITLE. Except as may be set out by attached schedule,
Baroque has good and marketable title to all the real property and
good and valid title to all other property included in the Baroque
Financial Statements. Except as set out in the balance sheet
thereof, the properties of Baroque are not subject to any mortgage,
encumbrance, or lien of any kind except minor encumbrances that do
not materially interfere with the use of the property in the conduct
of the business of Baroque.
4.16. TAX RETURNS. Except as may be set out by attached
schedule, all required tax returns for federal, state, county,
municipal, local, foreign and other taxes and assessments have been
properly prepared and filed by Baroque for all years for which such
returns are due unless an extension for filing any such return has
been filed. Any and all federal, state, county, municipal, local,
foreign and other taxes and assessments, including any and all
interest, penalties and additions imposed with respect to such
amounts have been paid or provided for. The provisions for federal
and state taxes reflected in the Baroque Financial Statements are
adequate to cover any such taxes that may be assessed against
Baroque in respect of its business and its operations during the
periods covered by the Baroque Financial Statements and all prior
periods.
4.17. NO VIOLATION. Consummation of the Exchange will not
constitute or result in a breach or default under any provision of
any charter, bylaw, indenture, mortgage, lease, or agreement, or any
order, judgment, decree, law, or regulation to which any property of
Baroque is subject or by which Baroque is bound.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders, individually and separately, represent and
warrant as follows:
5.1. TITLE TO SHARES. The Shareholders, and each of them, are
the owners, free and clear of any liens and encumbrances, of the
number of Baroque shares which are listed in the attached Exhibit A
and which they have contracted to exchange.
5.2. LITIGATION. There is no litigation or proceeding
pending, or to each Shareholder's knowledge threatened, against or
relating to shares of Baroque held by the Shareholders.
6. REPRESENTATIONS AND WARRANTIES OF QUIK PIX
Quik Pix represents and warrants as follows:
6.1. CORPORATE ORGANIZATION AND GOOD STANDING. Quik Pix is a
corporation duly organized, validly existing, and in good standing
under the laws of the State of Nevada and is qualified to do
business as a foreign corporation in each jurisdiction, if any, in
which its property or business requires such qualification.
6.2. CAPITALIZATION. Quik Pix's authorized capital stock
consists of 50,000,000 shares of common stock, $.001 par value
per share, of which 8,503,462 shares are issued and outstanding, and
no shares of preferred stock.
6.3. ISSUED STOCK. All the outstanding shares of its common
stock are duly authorized and validly issued, fully paid and
non-assessable.
6.4. STOCK RIGHTS. Except as may be set out by attached
schedule, there are no stock grants, options, rights, warrants or
other rights to purchase or obtain Quik Pix common or preferred
stock issued or committed to be issued.
6.5. CORPORATE AUTHORITY. Quik Pix has all requisite
corporate power and authority to own, operate and lease its
properties, to carry on its business as it is now being conducted
and to execute, deliver, perform and conclude the transactions
contemplated by this agreement and all other agreements and
instruments related to this agreement.
6.6. AUTHORIZATION. Execution of this agreement has been
duly authorized and approved by Quik Pix's board of directors.
6.7. SUBSIDIARIES. Except as may be set out by attached
schedule, Quik Pix has no subsidiaries.
6.8. FINANCIAL STATEMENTS. Quik Pix's financial statements
dated as of _______________ copies of which will have been
delivered by Quik Pix to Baroque prior to the Exchange Date (the
"Quik Pix Financial Statements"), fairly present the financial
condition of Quik Pix as of the date therein and the results of its
operations for the periods then ended in conformity with generally
accepted accounting principles consistently applied.
6.9. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the
extent reflected or reserved against in the Quik Pix Financial
Statements, Quik Pix did not have at that date any liabilities or
obligations (secured, unsecured, contingent, or otherwise) of a
nature customarily reflected in a corporate balance sheet prepared
in accordance with generally accepted accounting principles.
6.10. NO MATERIAL CHANGES. Except as may be set out by
attached schedule, there has been no material adverse change in the
business, properties, or financial condition of Quik Pix since the
date of the Quik Pix Financial Statements.
6.11. LITIGATION. Except as may be set out by attached
schedule, there is not, to the knowledge of Quik Pix, any pending,
threatened, or existing litigation, bankruptcy, criminal, civil, or
regulatory proceeding or investigation, threatened or contemplated
against Quik Pix or against any of its officers.
6.12. CONTRACTS. Except as may be set out by attached
schedule, Quik Pix is not a party to any material contract not in
the ordinary course of business that is to be performed in whole or
in part at or after the date of this agreement.
6.13. TITLE. Except as may be set out by attached schedule,
Quik Pix has good and marketable title to all the real property and
good and valid title to all other property included in the Quik Pix
Financial Statements. Except as set out in the balance sheet
thereof, the properties of Quik Pix are not subject to any mortgage,
encumbrance, or lien of any kind except minor encumbrances that do
not materially interfere with the use of the property in the conduct
of the business of Quik Pix.
6.14. TAX RETURNS. Except as may be set out by attached
schedule, all required tax returns for federal, state, county,
municipal, local, foreign and other taxes and assessments have been
properly prepared and filed by Quik Pix for all years for which such
returns are due unless an extension for filing any such return has
been filed. Any and all federal, state, county, municipal, local,
foreign and other taxes and assessments, including any and all
interest, penalties and additions imposed with respect to such
amounts have been paid or provided for. The provisions for federal
and state taxes reflected in the Quik Pix Financial Statements are
adequate to cover any such taxes that may be assessed against Quik
Pix in respect of its business and its operations during the periods
covered by the Quik Pix Financial Statements and all prior periods.
6.15. NO VIOLATION. Consummation of the Exchange will not
constitute or result in a breach or default under any provision of
any charter, bylaw, indenture, mortgage, lease, or agreement, or any
order, judgment, decree, law, or regulation to which any property of
Quik Pix is subject or by which Quik Pix is bound.
7. CONDUCT OF BAROQUE PENDING THE CLOSING. Baroque
covenants that between the date of this agreement and the Closing:
7.1. No change will be made in Baroque's certificate of
incorporation or bylaws.
7.2. Baroque will not make any change in its authorized or
issued capital stock, declare or pay any dividend or other
distribution or issue, encumber, purchase, or otherwise acquire any
of its capital stock other than as provided herein.
7.3. Baroque will use its best efforts to maintain and
preserve its business organization, employee relationships, and
goodwill intact, and will not enter into any material commitment
except in the ordinary course of business.
8. CONDUCT PENDING THE CLOSING
Quik Pix, Baroque and the Shareholders covenant that between
the date of this agreement and the Closing as to each of them:
8.1. No change will be made in the charter documents,
by-laws, or other corporate documents of Quik Pix or Baroque.
8.2. Baroque and Quik Pix will use their best efforts to
maintain and preserve their business organization, employee
relationships, and goodwill intact, and will not enter into any
material commitment except in the ordinary course of business.
8.3. None of the Shareholders will sell, transfer, assign,
hypothecate, lien, or otherwise dispose or encumber the Baroque
shares of common stock owned by them.
9. CONDITIONS PRECEDENT TO OBLIGATION OF BAROQUE AND THE
SHAREHOLDERS
Baroque's and the Shareholders' obligation to consummate the
Exchange shall be subject to fulfillment on or before the Closing of
each of the following conditions, unless waived in writing or by
acceptance of Quik Pix's shares by the Shareholders:
9.1. QUIK PIX'S REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Quik Pix set forth herein shall be
true and correct at the Closing as though made at and as of that
date, except as affected by transactions contemplated hereby.
9.2. QUIK PIX'S COVENANTS. Quik Pix shall have performed all
covenants required by this agreement to be performed by it on or
before the Closing.
9.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall have
been approved by the Board of Directors of Quik Pix.
9.4. SUPPORTING DOCUMENTS OF QUIK PIX. Quik Pix shall have
delivered to Baroque and the Shareholders supporting documents in
form and substance reasonably satisfactory to Baroque and the
Shareholders, to the effect that:
(a) Quik Pix is a corporation duly organized, validly
existing, and in good standing;
(b) Quik Pix's authorized capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of
directors of Quik Pix authorizing the execution of this agreement
and the consummation hereof;
(d) Secretary's certificate of incumbency of the officers and
directors of Quik Pix;
(e) Quik Pix's Financial Statements and unaudited financial
statement from the date of Quik Pix's Financial Statements to close
of most recent fiscal quarter; and
(f) Any document as may be specified herein or required to
satisfy the conditions, representations and warranties enumerated
elsewhere herein.
10. CONDITIONS PRECEDENT TO OBLIGATION OF QUIK PIX
Quik Pix's obligation to consummate the Exchange shall be
subject to fulfillment on or before the Closing of each of the
following conditions, unless waived in writing or by acceptance of
Baroque's shares by Quik Pix:
10.1. BAROQUE'S AND THE SHAREHOLDERS' REPRESENTATIONS AND
WARRANTIES. The representations and warranties of Baroque and the
Shareholders set forth herein shall be true and correct at the
Closing as though made at and as of that date, except as affected by
transactions contemplated hereby.
10.2. BAROQUE'S AND THE SHAREHOLDERS' COVENANTS. Baroque and
the Shareholders shall have performed all covenants required by this
agreement to be performed by them on or before the Closing.
10.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall
have been approved by the Board of Directors of Baroque.
10.4. SHAREHOLDER EXECUTION. This Agreement shall have been
executed by the required number of shareholders of Baroque.
10.5. SUPPORTING DOCUMENTS OF BAROQUE. Baroque shall have
delivered to Quik Pix supporting documents in form and substance
reasonably satisfactory to Quik Pix to the effect that:
(a) Baroque is a corporation duly organized, validly
existing, and in good standing;
(b) Baroque's capital stock is as set forth herein;
(c) Certified copies of the resolutions of the board of
directors of Baroque authorizing the execution of this agreement and
the consummation hereof;
(d) Secretary's certificate of incumbency of the officers and
directors of Baroque;
(e) Baroque's Financial Statements and unaudited financial
statements for the period from the date of the Baroque's Financial
Statements to the close of the most recent fiscal quarter; and
(f) Any document as may be specified herein or required to
satisfy the conditions, representations and warranties enumerated
elsewhere herein.
11. SHAREHOLDERS' REPRESENTATIVE. The Shareholders hereby
irrevocably designate and appoint Cassidy & Associates, Washington,
D.C. as their agent and attorney in fact ("Shareholders'
Representative") with full power and authority until the Closing to
execute, deliver, and receive on their behalf all notices, requests,
and other communications hereunder; to fix and alter on their behalf
the date, time, and place of the Closing; to waive, amend, or modify
any provisions of this agreement, and to take such other action on
their behalf in connection with this agreement, the Closing, and the
transactions contemplated hereby as such agent or agents deem
appropriate; provided, however, that no such waiver, amendment, or
modification may be made if it would decrease the number of shares
to be issued to the Shareholders hereunder or increase the extent of
their obligation to indemnify Quik Pix hereunder.
12. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties
of Baroque, the Shareholders and Quik Pix set out herein shall
survive the Closing.
13. ARBITRATION
13.1. SCOPE. The parties hereby agree that any and all claims
(except only for requests for injunctive or other equitable relief)
whether existing now, in the past or in the future as to which the
parties or any affiliates may be adverse parties, and whether
arising out of this agreement or from any other cause, will be
resolved by arbitration before the American Arbitration Association
within the District of Columbia.
13.2. CONSENT TO JURISDICTION, SITUS AND JUDGEMENT. The
parties hereby irrevocably consent to the jurisdiction of the
American Arbitration Association and the situs of the arbitration
(and any requests for injunctive or other equitable relief) within
the District of Columbia. Any award in arbitration may be entered
in any domestic or foreign court having jurisdiction over the
enforcement of such awards.
13.3. APPLICABLE LAW. The law applicable to the arbitration
and this agreement shall be that of the State of Delaware,
determined without regard to its provisions which would otherwise
apply to a question of conflict of laws.
13.4. DISCLOSURE AND DISCOVERY. The arbitrator may, in its
discretion, allow the parties to make reasonable disclosure and
discovery in regard to any matters which are the subject of the
arbitration and to compel compliance with such disclosure and
discovery order. The arbitrator may order the parties to comply
with all or any of the disclosure and discovery provisions of the
Federal Rules of Civil Procedure, as they then exist, as may be
modified by the arbitrator consistent with the desire to simplify
the conduct and minimize the expense of the arbitration.
13.5. RULES OF LAW. Regardless of any practices of
arbitration to the contrary, the arbitrator will apply the rules of
contract and other law of the jurisdiction whose law applies to the
arbitration so that the decision of the arbitrator will be, as much
as possible, the same as if the dispute had been determined by a
court of competent jurisdiction.
13.6. FINALITY AND FEES. Any award or decision by the
American Arbitration Association shall be final, binding and
non-appealable except as to errors of law or the failure of the
arbitrator to adhere to the arbitration provisions contained in this
agreement. Each party to the arbitration shall pay its own costs
and counsel fees except as specifically provided otherwise in this
agreement.
13.7. MEASURE OF DAMAGES. In any adverse action, the parties
shall restrict themselves to claims for compensatory damages and\or
securities issued or to be issued and no claims shall be made by any
party or affiliate for lost profits, punitive or multiple damages.
13.8. COVENANT NOT TO SUE. The parties covenant that under no
conditions will any party or any affiliate file any action against
the other (except only requests for injunctive or other equitable
relief) in any forum other than before the American Arbitration
Association, and the parties agree that any such action, if filed,
shall be dismissed upon application and shall be referred for
arbitration hereunder with costs and attorney's fees to the
prevailing party.
13.9. INTENTION. It is the intention of the parties and their
affiliates that all disputes of any nature between them, whenever
arising, whether in regard to this agreement or any other matter,
from whatever cause, based on whatever law, rule or regulation,
whether statutory or common law, and however characterized, be
decided by arbitration as provided herein and that no party or
affiliate be required to litigate in any other forum any disputes or
other matters except for requests for injunctive or equitable
relief. This agreement shall be interpreted in conformance with
this stated intent of the parties and their affiliates.
13.10. SURVIVAL. The provisions for arbitration
contained herein shall survive the termination of this agreement for
any reason.
14. GENERAL PROVISIONS.
14.1. FURTHER ASSURANCES. From time to time, each party will
execute such additional instruments and take such actions as may be
reasonably required to carry out the intent and purposes of this
agreement.
14.2. WAIVER. Any failure on the part of either party hereto
to comply with any of its obligations, agreements, or conditions
hereunder may be waived in writing by the party to whom such
compliance is owed.
14.3. BROKERS. Each party agrees to indemnify and hold
harmless the other party against any fee, loss, or expense arising
out of claims by brokers or finders employed or alleged to have been
employed by the indemnifying party.
14.4. NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if
delivered in person or sent by prepaid first-class certified mail,
return receipt requested, or recognized commercial courier service,
as follows:
If to Quik Pix, to:
Quik Pix, Inc.
7050 Village Drive, Suite F
Buena Park, California 90621
If to Baroque, to:
Baroque Corporation
1504 R Street, N.W.
Washington, D.C. 20009
If to the Shareholders, to:
Cassidy & Associates
1504 R Street N.W.
Washington, D.C. 20009
14.5. GOVERNING LAW. This agreement shall be
governed by and construed and enforced in accordance with the laws
of the State of Delaware.
14.6. ASSIGNMENT. This agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their
successors and assigns; provided, however, that any assignment by
either party of its rights under this agreement without the written
consent of the other party shall be void.
14.7. COUNTERPARTS. This agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument. Signatures sent by facsimile transmission
shall be deemed to be evidence of the original execution thereof.
14.8. EXCHANGE AGENT AND CLOSING DATE. The Exchange
Agent shall be Cassidy & Associates, Washington, D.C. The Closing
shall take place upon the fulfillment by each party of all the
conditions of the Closing required herein, but not later than 15
days following execution of this agreement unless extended by mutual
consent of the parties.
14.9. REVIEW OF AGREEMENT. Each party acknowledges
that it has had time to review this agreement and, as desired,
consult with counsel. In the interpretation of this agreement, no
adverse presumption shall be made against any party on the basis
that it has prepared, or participated in the preparation of, this
agreement.
14.10. SCHEDULES. All schedules attached hereto, if
any, shall be acknowledged by each party by signature or initials
thereon.
14.11. EFFECTIVE DATE. This effective date of this
agreement shall be March 21, 2000.
SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION
AMONG QUIK PIX, BAROQUE AND THE SHAREHOLDERS OF BAROQUE
IN WITNESS WHEREOF, the parties have executed this
agreement.
QUIK PIX, INC.
By___________________________________
BAROQUE CORPORATION
By___________________________________
SHAREHOLDERS:
TPG CAPITAL CORPORATION
By___________________________________
