RUSSIAN IMPORTS COM
8-K, 2000-12-18
MISCELLANEOUS NONDURABLE GOODS
Previous: SIMMONS MEDIA GROUP INC, RW, 2000-12-18
Next: MELLON AUTO GRANTOR TRUST 2000-1, 8-K, 2000-12-18





                    U.S. 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 OF 1934


         Date of Report (Date of earliest event reported): Sept 15, 2000

                        COMMISSION FILE NUMBER: 0-21322

                              RUSSIAN IMPORTS.COM
              (Exact name of registrant as specified in its charter)

            Delaware                                        95-4363944
--------------------------------------                   ----------------
(State or jurisdiction of incorporation                 (I.R.S. Employer
 or organization                                         I.D. No.)

3811 Turtle Creek Blvd., Suite 350
Dallas, Texas                                                  75219
(Address of principal executive offices)                     (Zip Code)
--------------------------------------                    ----------------

                   Registrant's telephone number: (214)528-8200

                                 Not applicable
         (Former name or former address, if changed since last report)

Item 1.    Changes in Control of Registrant

     On or about December 14, 2000 (the closing date) an agreement dated
November 17, 2000 between the company, selling shareholders Jeffrey Volpe and
Agata Gotova, and buyer A. Rene Devraes, Jr. resulted in the transfer of
1,775,000 shares of restricted common stock.  On or about December 8, 2000, A.
Rene Devraes, Jr. was issued 2,000,000 additional shares of restricted common
stock in exchange for present and future services, and subscribed to an
additional 3,000,000 shares in exchange for a promissory note in the sum of
$1,200,000.  These transactions resulted in A. Rene Devraes becoming the
controlling shareholder of the company.


Item 2.    Acquisition or Disposition of Assets

Not applicable.

Item 3.    Bankruptcy or Receivership

           Not Applicable

Item 4.    Changes in Registrant's Certifying Accountant

           Not Applicable

Item 5.    Other Events

     As a result of the share exchange agreement, the company added a director
to its board of directors and effected a change in management, as follows:

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Name                     Age                 Position

A. Rene Devraes, Jr.     61                  President, Secretary,CFO
                                             Director

A. Rene Devraes, Jr.  Mr. Devraes is the current President, Secretary and
Director of the company, since December 8, 2000.  He was the co-founder of the
A.R. Devraes Company, Inc., a manufacturer and supplier of heavy equipment,and
its Chairman from 1961 to 1982.  From 1982 though 1985, he was President of
Khonbu Industries, a designer and nationwide distributor of exclusive consumer
products.  From 1978 to 1986, he acted as Chairman and CEO of Eagle Rock
Corporation.  From 1986 through 1990, he served as Chairman and CEO of Vantage
Industries, an international marketing firm.  From 1991 to the present time, he
has served as Chairman and CEO of Secured Retirement International, Inc.,
specializing in the design and marketing of proprietary U.S. Treasury and
municipal bond mutual funds.  Mr. Devraes also co-invented a unique finance
product that pays increasing distributions through a patented method for
pooling and distributing bond income.


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:

The following table sets forth certain information regarding the beneficial
ownership of the shares of Common Stock of Russian Imports as of the date of
this disclosure(1), by (I) each person who is known by Russian Imports to be
the beneficial owner of more than five percent (5%) of the issued and
outstanding shares of common stock, (ii) each of Nortech's directors and
executive officers, and (iii) all directors and executive officers as a group.

Name and Address              Number of Shares          Percentage Owned
----------------              ----------------          ----------------

A. Rene Devraes, Jr.          6,610,000                 94.27%
170 South County Road
Palm Beach, CA 33480

----------------------------------------
Based on outstanding shares of 7,011,500.

Item 6.    Resignations of Registrant's Directors

           Effective December 14, 2000, Agata Gotova resigned as the sole
officer and director of the company.

Item 7.    Financial Statements and Exhibits

     (a)   Financial Statements of Business Acquired.

    Not applicable.

     (b)   Pro forma Financial Information.

    Not applicable.
 s
     Exhibits.

     There is attached hereto the following exhibits:

     Exhibit 1.     Acquisition agreement

     Exhibit 2.     Resignation of Agata Gotova

     Exhibit 3.     Subscription Agreement of Rene Devraes

     Exhibit 4.     Corporate Resolution


                           SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Dated: December 14, 2000

RUSSIAN IMPORTS.COM

/s/ A. Rene Devraes, Jr.
-----------------------------------
By: A. Rene Devraes, Jr., President

[CAPTION]
EXHIBIT 1.

ACQUISITION AGREEMENT



     THIS AGREEMENT (hereinafter "the agreement"), is made and entered into as
of the 17th day of November, 2000, by and between RUSSIAN IMPORTS.COM, INC., a
California corporation (hereinafter "Imports"), A. RENEE DERVAES, (hereinafter
"Buyer"), and AGATA GOTOVA and JEFFREY VOLPE (hereinafter "Selling
Shareholder), provides as follows:


     1.  RECITALS:

          This agreement is made and entered into with reference to the
following facts and circumstances:


     A.  Imports is a publicly held California corporation, with currently
issued and outstanding, 1,974,000 shares of common stock.

     B.  Selling Shareholder holds 1,775,000 shares of restricted common stock.

     C.  Buyer desires to purchase all of the shares held by Selling
Shareholder.

     D.  Imports has filed a form 10SB with the S.E.C., which has been declared
effective with no further comments, and there is now pending with National
Capital, LLC, a 15c-211 filing with the NASD.  The trading symbol assigned to
Imports is RSIM.

                           ACQUISITION OF IMPORTS STOCK

     A.  Upon the closing of this agreement and the transfer of funds, Selling
Shareholders shall transfer, in the aggregate, 1,775,000 shares of free trading
common stock to Buyer, in exchange for the sum of $336,000, payable to the
account of Montana Capital, escrow agent upon closing, in full consideration
for the Shares.

     B.  The closing for the consummation of the transactions contemplated by
this Agreement ("Closing"), shall, unless another date or place is agreed to in
writing by the parties, take place at the Offices of Kenneth G. Eade, 827 State
Street, Suite 12, Santa Barbara, CA 93101, on or before November 30, 2000.


     3.  CONDITIONS PRECEDENT TO IMPORT'S PERFORMANCE

     The exchange of Imports stock is conditioned upon the following:

     A.  The satisfactory completion of the parties'  due diligence
investigation of  Buyer,  and their respective business, officers, directors
and shareholders.

     B.  The representations and warranties contained in this agreement shall
have been true in all material respects when made, and, in addition, shall be
true and correct in all material respects as of the Closing Date, except for
representations and warranties specifically relating to a time or times other
than the Closing Date (which shall be true and correct in all material respects
at such time or times) and except for changes contemplated and permitted by
this Agreement, with the same force and effect as if made as of the Closing
Date.  Buyer shall have performed or complied in all material respects with all
terms, agreements, and covenants and conditions required by this Agreement to
be performed by it or prior to the Closing Date, and shall deliver a
certificate of its President and Secretary or Assistant Secretary to such
effect on the Closing Date.


     4.  CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE

     The exchange of Imports stock is conditioned on the following:

     A.  There shall have been no material adverse change in the business or
conditions (financial or otherwise) of Imports since the execution of the
letter of intent between the parties.

     B.  The satisfactory completion of Buyer's  due diligence investigation of
Imports and its business, operations and officers and directors.

     C.  The representations and warranties contained in this agreement shall
have been true in all material respects when made, and, in addition, shall be
true and correct in all material respects as of the Closing Date, except for
representations and warranties specifically relating to a time or times other
than the Closing Date (which shall be true and correct in all material respects
at such time or times) and except for changes contemplated and permitted by
this Agreement, with the same force and effect as if made as of the Closing
Date.  Imports shall have performed or complied in all material respects with
all terms, agreements, and covenants and conditions required by this Agreement
to be performed by it or prior to the Closing Date.

     D.  The approval by NASD for a quotation of the common stock of Imports on
the OTC Bulletin Board on of before the time of closing.


     5.  REPRESENTATIONS AND WARRANTIES OF BUYER.

     Buyer hereby represents and warrants to Imports as follows:

     A.  Buyer has the full power, right and authority to make, execute,
deliver and perform this Agreement and all other instruments and documents
required or contemplated hereunder, and to take all steps and to do all things
necessary and appropriate to consummate the transactions contemplated herein.
Such execution, delivery and performance of this Agreement and all other
instruments and documents to be delivered hereunder have been duly authorized
by all necessary corporate action on the part of Buyer and Imports, and will
not contravene or violate or constitute a breach of the terms of either of its
Articles of Incorporation, founding documents,  or By-Laws, or conflict with,
result in a breach of, or entitle any party to terminate or call a default with
respect to any instrument or decree to which either is bound or any contract or
any instrument, judgment, order, decree, law, rule or regulation applicable to
it.  Neither Buyer, Imports, nor their shareholders is a party to, or subject
to, or bound by any judgment, injunction, or decree of any court or
governmental authority or agreement which may restrict or interfere with its
performance of this Agreement.  This Agreement has been duly executed and
delivered and constitutes, and the other instruments and documents to be
delivered by Buyer and Imports hereunder will constitute, the valid and binding
obligations of both of them, enforceable against it in accordance with their
respective terms.

     B.  Except as otherwise set forth herein, no consent of any party to any
contract or arrangement to which Buyer or Imports is a party or by which either
is bound is required for the execution, performance, or consummation of this
Agreement.

     C.  There are no actions, suits, proceedings, orders, investigations or
claims pending or, to either Buyer or Imports' knowledge, threatened against
either one of them, at law or in equity, or before any federal, state or other
governmental body.

     D.  The representations and warranties contained in this Section will be
accurate, true and correct, in all respects, on and as of the date of Closing
as though made at such date in identical language.

     E.  All of Buyer's assets are free and clear of security interests, liens,
pledges, charge and encumbrances, equities or claims, except those obligations
to shareholders and others as reported on its financial statements.

     F.  Neither Buyer,  nor any of its officers and directors has ever been
convicted of any felony or misdemeanor offense involving moral turpitude; nor
have they been the subject of any temporary or permanent restraining order
resulting from unlawful transactions in securities; nor are they now, or have
they ever been, a defendant in any lawsuit alleging unlawful business practices
or the unlawful sale of securities; nor have they been the debtor in any
proceedings, whether voluntary or involuntary, filed in the U.S. Bankruptcy
Court.

     G.  The execution, delivery and performance of this agreement by Buyer
does not require the consent, waiver, approval, license or authorizations of
any person or public authority which has not been obtained, does not violate,
with or without the giving of notice or the passage of time or both, any law
applicable to either Buyer, and does not conflict with or result in a breach or
termination of any provisions of, or constitute a default under, or result in
the creation of any lien, charge or encumbrance upon any of the property or
assets of Buyer or Imports.

     H.  Buyer has complied with all laws, ordinances, regulations and orders
which have application to their respective businesses, the violation of which
might have a material adverse effect on their respective financial condition or
results of operations, and possesses all governmental licenses and permits
material to and necessary for the conduct of their respective business, the
absence of which might have a material adverse effect on their respective
financial condition or results of operations.  All such licenses and permits
are in full force and effect, no violations are or have been recorded in
respect of any such licenses or permits, and no proceeding is pending or
threatened to revoke or limit any such licenses or permits.

     6.  REPRESENTATIONS AND WARRANTIES  OF IMPORTS.

          Imports hereby represents and warrants as follows:

     A.  Imports is a corporation duly formed and validly existing and in good
standing under the laws of the state of California, it has all necessary
corporate powers to own its properties and carry on its business as now owned
and operated by it, and is in good standing in every jurisdiction in which
failure to qualify would have a material adverse affect on its business and
financial condition, and has the corporate power to enter into and perform this
agreement, subject only to the approval of its shareholders.

     B.  Imports has the full corporate power, right and authority to make,
execute, deliver and perform this Agreement and all other instruments and
documents required or contemplated hereunder, and to take all steps and to do
all things necessary and appropriate to consummate the transactions
contemplated herein.  Such execution, delivery and performance of this
Agreement and all other instruments and documents to be delivered hereunder
have been duly authorized by all necessary corporate action on the part of
Imports, and will not contravene or violate or constitute a breach of the terms
of either of its Articles of Incorporation, founding documents,  or By-Laws, or
conflict with, result in a breach of, or entitle any party to terminate or call
a default with respect to any instrument or decree to which either is bound or
any contract or any instrument, judgment, order, decree, law, rule or
regulation applicable to it.  Imports is not a party to, or subject to, or
bound by any judgment, injunction, or decree of any court or governmental
authority or agreement which may restrict or interfere with its performance of
this Agreement.  This Agreement has been duly executed and delivered and
constitutes, and the other instruments and documents to be delivered by Imports
hereunder will constitute, the valid and binding obligations of it, enforceable
against it in accordance with their respective terms.

     C.  Except as otherwise set forth herein, no consent of any party to any
contract or arrangement to which Imports is a party or by which either is bound
is required for the execution, performance, or consummation of this Agreement.

     D.  The representations and warranties contained in this Section will be
accurate, true and correct, in all respects, on and as of the date of Closing
as though made at such date in identical language.

     E.  All of Imports' assets are free and clear of security interests,
liens, pledges, charge and encumbrances, equities or claims, except those
obligations to shareholders and others as reported on its financial statements.

     F.  The shares of Imports being transferred pursuant to this agreement
will be validly and legally issued and not subject to any security interests,
liens, pledges, charges, encumbrances or proxies of any kind.

     G.  Neither Imports, nor any of its officers and directors has ever been
convicted of any felony or misdemeanor offense involving moral turpitude; nor
have they been the subject of any temporary or permanent restraining order
resulting from unlawful transactions in securities; nor are they now, or have
they ever been, a defendant in any lawsuit alleging unlawful business practices
or the unlawful sale of securities; nor have they been the debtor in any
proceedings, whether voluntary or involuntary, filed in the U.S. Bankruptcy
Court.

     H.  The authorized share capital of Imports consists of 100,000,000 shares
of common class stock, 1,974,000 of which are issued and outstanding, and are
owned, beneficially and of record by Imports' shareholders and no other share
capital of Imports is issued and outstanding.  There are no subscriptions,
options or other agreements or commitments,  obligating Imports to issue any
shares or securities convertible into its shares at the date of this agreement,
and there shall not be any others on the Closing Date.

     I.  Imports has submitted to Buyer a list of all of its notes, mortgages
and other obligations and agreements and other instruments for or relating to
any borrowing effected by Imports or to which any properties or assets of
Imports is subject, a list of all leases and similar agreements under which
Imports is subject, and a list of any and all contracts, agreements, and other
instruments material to the conduct of Imports''s business.  Imports has
performed all obligations required by it to be performed under the any of the
foregoing, and there has not occurred any event which with the passage of time
or giving notice or both would constitute a default.

     J.  The execution, delivery and performance of this agreement by Imports
does not require the consent, waiver, approval, license or authorizations of
any person or public authority which has not been obtained, does not violate,
with or without the giving of notice or the passage of time or both, any law
applicable to Imports, and does not conflict with or result in a breach or
termination of any provisions of, or constitute a default under, or result in
the creation of any lien, charge or encumbrance upon any of the property or
assets of Imports.

     K.  Imports has complied with all laws, ordinances, regulations and orders
which have application to its business, the violation of which might have a
material adverse effect on its financial condition or results of operations,
and possesses all governmental licenses and permits material to and necessary
for the conduct of its business, the absence of which might have a material
adverse effect on their respective financial condition or results of
operations.  All such licenses and permits are in full force and effect, no
violations are or have been recorded in respect of any such licenses or
permits, and no proceeding is pending or threatened to revoke or limit any such
licenses or permits.

     L.  All of the representations and warranties herein made by Imports are
applicable to it and to each of its subsidiaries as well.

     M.  There are no actions, suits, and proceedings pending or threatened
against or affecting Imports or its respective properties, business, or
subsidiaries, at law or in equity and before or by any federal, state or other
governmental body or any arbitration board, domestic or foreign.  Imports has
no knowledge or notice of, any grounds for any other action, suit or
proceeding.

     N.   Imports has no outstanding payables.

     O.  Buyer shall have received an opinion, dated the Closing Date, from
Imports' legal counsel, which shall be in a form and substance satisfactory to
Buyer, as follows:

          1.  Imports is a corporation, formed and duly organized, validly
existing and in good standing under the laws of the state of California.
Imports has the corporate power to enter into and perform this agreement.
Imports has the corporate power to own or lease its properties and to carry on
its business as now being conducted.  The capitalization of Imports is as
stated in such opinion, and all issued and outstanding shares of Imports are
duly authorized, validly issued, fully paid and non-assessable.

          2.  No provision of the founding documents or statutes of Imports, or
of any mortgage, indenture, agreement, contract, or other instrument known to
such counsel to which Imports is a party, will be violated or breached by the
performance of this agreement, or to the knowledge of such counsel, requires
the consent or authorization of any other person, firm or corporation to this
agreement or that, if required, such consent or authorization has been
obtained.

          3.  Except for the matters referred to in this Agreement or disclosed
in writing to Imports prior to the date of this agreement, such counsel knows
of no materially adverse action, suit or proceeding pending or threatened
against Imports, except that is specifically set forth in Exhibit 2 hereto.

          4.  Imports has full power and authority to execute this Agreement.

          5.  All corporate acts and other proceedings required to be taken by
Imports to authorize the performance of this Agreement have been duly and
properly taken, except for the approval of Imports' shareholders, pursuant to a
duly noticed shareholder's meeting, which is required to consummate this
agreement.  This agreement constitutes the legal, valid and binding obligations
of Imports, enforceable in accordance with its terms, except as the same may be
limited by bankruptcy, insolvency, reorganization, or other laws affecting the
enforcement of creditors' rights generally from time to time in effect.

     7.  AFTER ACQUISITION PROVISIONS

     The parties hereto understand that, after the exchange of stock
contemplated hereby, Buyer's Board of Directors or nominees of Buyer will be
placed on a provisional Board of Directors of Imports, and the present
directors of Imports will resign.


     8.  CLOSING

      Concurrently with the Closing, Selling Shareholders shall deliver
certificates representing the 1,775,000 shares for the exchange of Imports ,
and Buyer shall deliver the balance of the purchase price, which shall be
turned over to Selling Shareholders.  If the funds representing the purchase
price are not paid within 48 hours of the resolution of all contingencies of
this agreement, then it shall be null and void and the Selling Shareholders
will be free to sell the shares to any third party.  The closing shall take
place on or before 45 days after the execution of this agreement, unless
otherwise extended by the parties.

     9.  NOTICES

     Any notices called for in this agreement shall be effective upon personal
service or upon service by first class mail, postage prepaid, to the parties at
such  addresses to be designated by the parties in writing.

     10.  ESCROW PROVISIONS

     A.  Concurrently with the closing, Selling Shareholders shall deliver
certificates representing the shares exchanged to Montana Capital, escrow
agent, who shall hold and administer said shares in accordance with the
provisions of this paragraph.

     B.  Any funds issued for the sale of any shares herein shall be held by
Montana Capital and not released until all provisions of the agreement have
been complied with and the shares and the balance of the purchase price
therefor shall be simultaneously exchanged upon closing.


     11.    MISCELLANEOUS PROVISIONS:

     This agreement shall be construed in accordance with the laws of the State
of California..

     This agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their beneficiaries, heirs, representatives, assigns, and all
other successors in interest.

     Each of the parties shall execute any and all documents required to be
executed and perform all acts required to be performed in order to effectuate
the terms of this agreement.

     This agreement contains all of the agreements and understandings of the
parties hereto with respect to the matters referred to herein, and no prior
agreement or understanding pertaining to any such matters shall be effective
for any purpose.

     Each of the parties hereto has agreed to the use of the particular
language of the provisions of this Agreement, and any question of doubtful
interpretation shall not be resolved by any rule of interpretation against the
party who causes the uncertainty to exist or against the draftsman.

     This agreement may not be superseded, amended or added to except by an
agreement in writing, signed by the parties hereto, or their respective
successors-in-interest.

     Any waiver of any provision of this agreement shall not be deemed a waiver
of such provision as to any prior or subsequent breach of the same provision or
any other breach of any other provision of this agreement.

     If any provision of this agreement is held, by a court of competent
jurisdiction, to be invalid, or unenforceable, said provisions shall be deemed
deleted, and neither such provision, its severance or deletion shall affect the
validity of the remaining provisions of this agreement, which shall,
nevertheless, continue in full force and effect.

     The parties may execute this agreement in two or more counterparts, each
of which shall be signed by all of the parties; and each such counterpart shall
be deemed an original instrument as
 against any party who has signed it.

     The parties shall use their reasonable best efforts to obtain the consent
of all necessary persons and agencies to the transfer of shares provided for in
this agreement.

     The parties agree to indemnify and hold the trustee harmless for any acts
other than a
breach of fiduciary duty, and, further, agree to waive any potential conflict
of interest involving the trustee.  The trustee shall not be liable for any
non-performance of any party, or the resolution of any dispute between the
parties.  In the event of a dispute over the disbursement of cash or stock, the
Trustee shall be entitled to interplead any funds and/or stock into a court of
competent jurisdiction.


     IN WITNESS WHEREOF, the parties have executed this agreement as of the day
and year first above written.

                              RUSSIAN IMPORTS.COM, INC.

                                   /s/ Agata Gotova
                              By__________________________________
                                   AGATA GOTOVA, Pres., Secretary, CFO

                              Selling Shareholder

                                   /s/ Jeffrey Volpe
                              By___________________________________
                                   JEFFREY VOLPE



                              Selling Shareholder

                                   /s/ Agata Gotova
                              By_________________________________
                                   AGATA GOTOVA
                                   Selling Shareholder

                              Buyer


                                   /s/ A. Renee Devraes
                              By__________________________
                                   A. RENEE DERVAES


[CAPTION]
Exhibit 2.

     I, Agata Gotova, hereby resign as an officer and director of Russian
Imports.com, effective immediately.

Date: December 14, 2000
                                 /s/  Agata Gotova
                                 -----------------------
                                     AGATA GOTOVA

[CAPTION]
Exhibit 3.
SUBSCRIPTION AGREEMENT

Russian Imports, Inc.
827 State Street, Suite 14
Santa Barbara, CA 93101

Gentlemen:

The undersigned acknowledges that he has received and reviewed all relative
information requested regarding Russian Imports, Inc., a California corporation
("RSIM"and/or "the Company"), and desires to subscribe for Common stock (the
"Shares") of the Company, pursuant to Section 4(2) of the Securities Act of
1933,  and other applicable exemptions from registration, in a private offering
of shares.

1]   Subscription

     Subject to the terms and conditions hereof the undersigned hereby
irrevocably subscribes for and agrees to purchase 3,000,000 shares of Common
stock, at the price of $.40 per share, for a total of $1,200,000, represented
by a promissory note of even date herewith, which shall be payable in quarterly
installments of $100,000 each, beginning 120 days from the date of execution of
this agreement.  Pending receipt of the quarterly payments, the shares shall be
held jointly by the company and the undersigned subscriber, and will be
released to subscriber in 250,000 share increments upon receipt by the company
of each quarterly payment.

2.]  Acceptance of Subscription

     The undersigned understands and agrees that this subscription is made
subject to the following terms and conditions:

     a.   The Company shall have the right to reject this subscription, in
whole or in part;
     b.   The subscription agreement to be issued and delivered upon account of
this      subscription will only be issued in the name of, delivered to, the
undersigned, and the  undersigned agrees to comply with the terms with the
agreement and to execute any and   all further documents necessary in
connection with his investment.

     c.  This subscription shall be accepted by the Company signing and
delivering to Purchaser at the address set forth on the signature page hereof a
fully executed counterpart of this Subscription Agreement.

     d.  There is no minimum number of shares of Common stock that must be
sold, and accordingly the Purchaser's individual subscription closes upon the
Company's acceptance and payments shall be immediately available for use by the
Company.

3.   Representations and Warranties of the Undersigned

     You hereby acknowledge that you have received and read copies of the 's
Company's annual report on Form 10SB for the last fiscal year, and all of the
Company's Form 10QSB's for the periods following the last fiscal year, up to
and including September 30, 2000.  You hereby further acknowledge that you are
aware from these Documents, among other things, that the Company has recently
changed its business and is subject to all of the risks of a new venture, it
has experienced operating losses since inception, that additional financing
will be required for which no provision has been made, that the capitalization
of the Company is subject to change and that, accordingly, your investment is
highly speculative. The undersigned understands that the Shares are being
offered and sold under the exemption from registration provided for in Section
4(2) of the Securities Act of 1933, that this subscription was unsolicited,
that the undersigned is purchasing an interest in the Company having been
furnished with said reports, and no other offering literature or prospectus
other than the information already received has been provided, that this
transaction has not been scrutinized by the United States Securities and
Exchange Commission or by any administrative agency charged with the
administration of the Securities laws of any state (except some states where
the transaction might be registered) because of the small number of persons
solicited and the private aspects of the offering, that all documents, records
and books, pertaining to this investment, have been made available to the
undersigned and his representatives, including his attorney, his accountant
and/or his purchaser representative and that the books and records of the
issuer will be available upon reasonable notice for inspection by investors
during reasonable business hours at its principal place of business, and the
undersigned hereby represents and warrants as follows:

                                        /ad/
     a.   The undersigned (I) is a citizen of
 .............................................
     Florida________________, and at least 21          (Initial)
     years of age and (ii) is a bonafide per-
     manent resident of and is domiciled in
     this State set forth on the signature page
     and has no present intention of becoming
     a resident of any other State or jurisdiction;

     b.   The undersigned (including each
 ..................................................
     Partner of the undersigned if the un-             (Initial)
     dersigned) (exclusive of homes, home
     furnishings and personal automobiles) (I)
     A) in excess of (4) times the aggregate
     purchase price of the shares he is subscribing
     for but in no event less than $.............. and
     B) estimates that he will have during the current
     taxable years and in future years, taxable
     income (after taking into account the effect
     of the purchase of any units) in an amount
     at least equal to $............., or (ii) in excess
     of $........... with no taxable income require-
     ment (except that a corporate purchaser
     may represent that it has a corporate net worth
     in access of $................ and make no repre-
     sentations regarding taxable income);

     c)   The undersigned understands
 ......................................................
     that (I) this investment is suitable only for          (Initial)
     an investor who is in a high tax bracket and
     who expects to remain in such bracket for
     the duration of the investment (ii) the Company
     has no financial and operating history,
     (iii) the Shares are speculative invest-
     ments with a high degree of risk of loss and
     (iv) There are substantial restrictions on the
     transferability of, and there will be no public
     market for the Shares until after the contemplated
     merger with the public entity, and it may
      not be possible to liquidate an investment in the
     Shares in case of emergency;

     d)   The undersigned is able (I) to

 .........................................................
     bear the economic risk of this invest-       (Initial)
     ment, (ii) to hold the shares indefinitely,
     and (iii) presently to afford a complete
     loss of this investment; the undersigned
     has adequate means of providing for
     current needs and personal contingencies,
     has no need for liquidity in this invest-
     ment;
                                        /ad/
     e)   The undersigned, or the undersigned
 ........................................................
     together with his purchaser representative,       (Initial)
     if any, have such knowledge and experience
     in financial and business matters that he and
     such representative are capable of evaluating
     the merits and risks of an investment in the
     Shares and of making an informed investment
     decision;
                                        /ad/
     f)   The undersigned confirms that,
 .........................................................
     in making his decision to purchase the       (Initial)
     Shares, he has relied solely upon indepen-
     dent investigations made by him and/or
     by his representatives, including his own
     professional tax and other advisors and that
     he and such representatives and advisors
     have been given the opportunity to ask
     questions of, and to receive answers from,
     persons acting on behalf of the Company
     concerning the terms an conditions of
     this offering, and to obtain any additional
     information, to the extent such persons
     possess such information or can acquire
     it without unreasonable effort or expense,
     necessary to verify the accuracy of the
     information received by the Company, and
     the undersigned further confirms that he
     understands that any anticipated Federal
     or state income tax benefits may not be
     available, and, further, such tax benefits
     may be adversely affected through adoption
     of new laws, amendments to existing laws
     or regulations or the interpretation of
     existing laws or regulations.
                                        /ad/
     g)   The Shares hereby subscribed are
 ........................................................
     being acquired by the undersigned in              (Initial)
     good faith solely for his own personal
     account, for investment purposes only,
     and are not being purchased for resale,
     resyndication, distribution, subdivision
     or fractionalization thereof; the undersigned
     has no contract or arrangement with any
     person to sell, transfer or pledge to any
     person the Shares of any part thereof, any
     interest therein or any rights thereto; the
     undersigned has not present plans to
     enter into any such contract or arrangement;
     and he understands that as a result he must
     bear the economic risk of the investment
     for an indefinite period of time because the
     Shares have not been registered under the
     Act and, therefore, cannot be sold unless
     they are subsequently registered under the
     Act or unless and exemption from such
     registration is available;
                                        /ad/
     h)   The undersigned understands that
 .........................................................
     No federal or state agency has passed        (Initial)
     on or made any recommendation or endorse-
     ment of the Shares and that the Company is
     relying on the truth and accuracy of the
     representations, declarations and warranties
     herein made by him in offering the shares for
     sale to him without having first registered
     the same under the Act;
                                        /ad/
     I)   The undersigned realizes that, in the
 .....................................................
     The absence of the availability of Rule 144,      (Initial)
     any disposition by him of his Shares may
     require compliance with some exemption
           from the Act, and that the Company is under
            no obligation, and has no
     present intention, to take any action to make
     Rule 144 or any such exemption so available,
     except with regard to the registration rights
     granted to the undersigned hereby;

                                        /ad/
     j)   The undersigned represents that the
 ........................................................
     Funds provided for this investment are       (Initial)
     either separate property of the undersigned,
     community property over which the under-
     signed has the right of control or are other-
     wise funds as to which the undersigned has
     the sole right of management;
                                        /ad/
     k)   The undersigned consents to the
 ........................................................
     placement of a legend on the Shares               (Initial)
     Certificates representing the Shares, which
     legend shall be in form substantially as follows:


"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED BY THE ISSUEE FOR
INVESTMENT PURPOSES.  SAID SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT
OF 1933, OR A PRIOR OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT
REGISTRATION IS NOT REQUIRED UNDER THE ACT."

     L)   ____________________ has acted          If the undersigned has no
Purchase
     as Purchase Representative (as defined in         Representative, please
insert "none."
     Rule 501 of the Securities and Exchange
     Commission) for the undersigned (if none,
 .......................................................
     so specify).  The undersigned has been       (Initial only if the
undersigned has a
     advised by his Purchaser Representatives          Purchaser Representative
for this
     as to the merits and risks of the investment      purchase.)
     In the Company in general and suitability
     of the investment for the undersigned in
     particular.  His Purchaser Representative
     has confirmed to the undersigned in writing
     (A copy of which instrument has been attached
     to the Subscription Agreement by the under-
     signed) of any past, present or presently
     intended future relationship between the
     Purchaser Representative and any entity or
     affiliate of any entity described in the
     Memorandum, and any compensation
     Received or to be received as a result of such
     relationship.  Such Purchaser Representative
     Questionnaire in the form submitted to the
     undersigned, and such Purchaser Represen-
     tative Questionnaire has been furnished to
     the Placement Agent.

     M)   FOR PARTNERSHIPS, CORPOR-
     ATIONS, TRUSTS, OR OTHER ENTITIES
     ONLY: If the undersigned is a partnership,
     corporation, trust or other entity,

     (i)  The undersigned represents and
 ......................................................
     Warrants that each of its beneficial owners       (Initial)
     meets the suitability requirements described
     in subparagraph (b) of this paragraph 3,

     (ii) The undersigned has enclosed
 .........................................................
     With this Agreement appropriate evi-         (Initial)
     dence of the authority of the individual
     executing this Agreement to act on its
     behalf (i.e., if a trust, a copy of the trust
     agreement; if a corporation, a certified
     corporation resolution authorizing the
     signature and a copy of the articles
     of incorporation; or if a partnership, a
     copy of the partnership agreement),

     (iii)     The undersigned represents and
 ........................................................
     Warrants that it was not organized or        (Initial)
     reorganized for the specific purpose of
     acquiring Shares, and

     (iv) The undersigned has the full
 .........................................................
     Power and authority to execute this               (Initial)
     Subscription Agreement on behalf of
     such entity and to make the represen-
     tations and warranties made herein on
     their behalf and this investment in the
     Partnership has been affirmatively
     authorized by the governing board of
     such entity and is not prohibited by the
     governing documents of the entity.

     The foregoing representations and warranties and undertakings, along with
the representations made by the undersigned in the Investor Questionnaire
submitted herewith (which representations are incorporated herein by this
reference), are made by the undersigned with the intent that they be relied
upon in determining his suitability as an investor in the Company and the
undersigned hereby agrees that such representations and warranties shall
survive his subscription.  By initialing the blank contained in this Agreement,
the undersigned represents that he has read and acknowledged the
representations contained opposite such initialed blanks.

     If more than one person is signing this Agreement, each representation and
warranty and undertaking made herein shall be a joint and several
representation, warranty or undertaking of each person.

4]   Transferability

     The undersigned agrees not to transfer or assign this Agreement, or any of
his interest herein, and further agrees that the assignment and transfer of the
Shares acquired pursuant hereto shall be made only in accordance with the
applicable state and federal laws.

5]   Use of Proceeds

     The Company agrees to use the proceeds from the sale of the Shares for
working capital purposes.

6]   Representations of Company

Good Standing.  The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.Capital Stock.
The Company has authorized capital stock as set forth in the Disclosure
Documents.
No Default.  The Company is not in violation in any material respect under any
applicable statute, rule, order or regulation of any governmental authority
having jurisdiction over it, nor in default in the performance, observance or
fulfillment of any material obligations, covenants, or condition contained in
any note, bond, mortgage, evidence or indebtedness or material agreement to
which it is a party which, in the aggregate, would materially and adversely
affect the Company, its business, property, assets or financial condition.
Agreement Valid.  This Agreement has been duly authorized, executed and
delivered on behalf of the Company and constitutes a valid and binding
agreement of the Company.
Valid Issuance.  The Company has duly authorized the issuance and delivery of
the Common stock upon terms and conditions set forth herein, and upon such
issuance and delivery against payment, the Common stock will be validly issued,
fully paid and non-assessable.
Issuance and Sale.  Neither the issuance, sale nor delivery of the Common stock
will, in any material respect, conflict with or result in a breach of any of
the terms, conditions or provisions of the Certificate of Incorporation or
Bylaws of the Company, of any law, or any regulation, order, writ, injunction
or decrees of any Court or governmental authority, or of any agreement or
instrument to which the Company is a party or by which it is bound or to which
it is subject, or will constitute any default thereunder or result in the
creation or imposition of any lien, charge, or encumbrance of any nature
whatsoever upon any of the property of the Company pursuant to the terms of any
such agreement or instrument.

7]   Further Representations and Warranties of the Investors
     Each of the Investors represents and warrants to the Company as follows:

     A.   Authorization.  When executed and delivered by such Investor, this
Agreement will constitute the valid and legally binding obligation of such
Investor.

     B.   Accredited Investor.  Such investor (other than those identified in
writing to counsel for the company prior to the closing) is an "accredited
investor" as the term is defined in Rule 501 promulgated under the Act.

          ________Yes                   _________No

     C.  The Securities are not being acquired for resale or distribution or
for the purpose of effecting or causing to be effected a public offering of any
part thereof; that, unless an appropriate registration statement is in effect
specifically with respect to the Securities, you will at no time offer or sell
the Securities in connection with the distribution of any securities of the
Company or participate or have any participation in any such distribution and
will not otherwise sell, transfer, assign or in any manner dispose of the
Securities except, in accordance with the Securities Act of 1933, as amended
(the "Act") and the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder; that all of the Securities are being
acquired for your sole account and no other person shall have any beneficial
interest in any of the Securities; and that no agreement or understanding
exists with regard to the disposition, sale, transfer or assignment of the
Securities other than that set forth herein.

     D.  Purchaser has received and read the entire contents of the Disclosure
Documents and understands the nature and risks associated with an investment in
the Company.  Purchaser has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering of
the Securities and Purchaser is satisfied that the Company has provided
adequate responsible information to all such Purchaser's questions.  The
foregoing, however, does not limit or modify the representations and warranties
of the Company in Section 6 of this Agreement or the right of Purchaser to rely
thereon.

     D.  Without in any way limiting the representations set forth above,
Purchaser further agrees not to make any disposition of all or any portion of
the Common stock unless and until:

There is then in effect a Registration Statement under the Securities Act of
1933, as amended, covering such proposed disposition and such disposition is
made in accordance with such Registration Statement; or (i) Purchaser shall
have notified the Company of the proposed disposition and shall have furnished
the Company with a statement of the circumstances surrounding the proposed
disposition, and (ii) shall have furnished the Company, upon Company's
reasonable request, with an opinion of counsel, reasonably satisfactory to the
Company, that such disposition will not require registration of such shares
under the Act.

8]   Securities Act of 1933 Investment Representation

     (a)  This Agreement is made with each of the Investors in reliance upon
their respective representations to the Company, which by its acceptance hereof
each of the Investors hereby confirms, that the Shares to be received will be
acquired for investment for an indefinite period for its own account and not
with a view to the sale or distribution of any part thereof, and that it has
not present intention of selling or otherwise distributing the same, but
subject, nevertheless, to any requirement of law that the disposition of its
property shall at all times be within its control.  By executing this
Agreement, each of the Investors further represents that it does not have any
contract, undertaking, agreement or arrangement with any person to sell or
transfer to such person any of the Shares or any Common stock acquired on
conversion of the Shares (all of such securities are hereinafter collectively
referred to as the "Securities").

     (b)  Each of the Investors understands that the Securities are not
registered under the Act on the ground that the sale provided for in this
Agreement and the issuance of securities is exempt pursuant to Section 4(2) of
the Act, and that the Company's reliance on such exemption is predicated on its
representations set forth herein.

     c)   Each of the Investors agrees that in no event will it make a
disposition of any of the Securities, unless the Securities shall have been
registered under the Act, or unless and until (I) it shall have notified the
Company with a statement of the circumstances surrounding the proposed
disposition and (ii) it shall have furnished the Company with an opinion of
counsel reasonably satisfactory to the Company with an opinion of counsel
reasonably satisfactory to the Company to the effect that (A) such disposition
will not require registration of such securities under the Act, and (B) that
appropriate action necessary for compliance with the Act has been taken.

     (d)  Each of the Investors represent that it is able to fend for itself in
the transactions contemplated by this Agreement, has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of its investment, has the ability to bear the economic risks
of its investment and has been furnished with and has had access to such
information as would be made available in the form of a registration statement
together with such additional information as is necessary to verify the
accuracy of the information supplied and to have all questions which have been
asked by the Investors answered by the Company.

     (e)  Each of the investors understands that if a registration statement
covering the Securities under the Act is not in effect when it desires to sell
any of the Securities, it may be required to hold such Securities for an
indeterminate period.  Each of the Investors also acknowledges that it
understands that any sale of the Securities which might be made by it in
reliance upon Rule 144 under the act may be made only in limited amounts in
accordance with the terms and conditions of that rule.

     (f)  Rule 144.  The Company covenants and agrees that; (I) at all times
while it is subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934 it will use its best efforts to comply with the
current public information requirements of Rule 144(c)(1) under the Act; and
(ii) it will furnish the Investors upon request with all information about the
Company required for the preparation and filing of Form 144.

     (g)  Proceedings and Documents.  All corporate and other proceedings in
connection with the transactions contemplated at the Closing hereby and all
documents and instruments incident to such transactions will be reasonably
satisfactory in substance and form to the Investors and their counsel, and the
Investors and their counsel will have received all such counterpart originals
or certified or other copies of such documents as they may reasonably request.

9.   Miscellaneous

     A.   Agreement is Entire Contract.  Except as specifically referenced
herein, this Agreement constitutes the entire contact between the parties
hereto concerning the subject matter hereof and no party shall be liable or
bound to the other in any manner by any warranties, representations or
covenants except as specifically set forth herein.  Any previous agreement
among the parties related to the transactions described herein is superseded
hereby.  The terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties
hereto.  Nothing in this Agreement, express or implied, is intended to confer
upon any party, other than the parties hereto, and their respective successors
and assigns, any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided herein.

     B.   Governing Law.  This Agreement shall be governed by and construed
under the laws of the State of Nevada.

     C.   Counterparts.  This Agreement may be executed 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.

     D.   Title and Subtitles.  The titles of the paragraphs and subparagraphs
of this Agreement are for convenience and are not to be considered in
construing this Agreement.

     E.   Notices.  Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States Post Office, by registered or certified mail,
addressed to a party at its address hereinafter shown below its signature or at
such other address as such party may designate by ten (10) days advance written
notice to the other party.

     F.   Finders Fee.   The Company agrees to indemnify and hold harmless the
Investors from any liability for any commission and compensation in the nature
of a finder's fee (and the costs and expenses of defending against such
liability or asserted liability) for which the Company or against such
liability or asserted liability) for which the Company or any of its officers,
employees or representatives is responsible.

     G.   Survival of Warranties.  The warranties and representations of the
Company contained in or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement and the Closing hereunder.

     H.   Amendment of Agreement.  Except as expressly provided herein, any
provision of this Agreement may be amended or waived on behalf of all Investors
by a written instrument signed by the Company, and by Investors holding at
least a majority of the aggregate of the shares of Common Stock issuable and
issued upon conversion of the Shares.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day
and year first written above.

RUSSIAN IMPORTS, INC.
   /s/  Agata Gotova/
By:________________________________

Subscriber:
   /s/  A. Rene Devraes, Jr.
By:________________________________
      A. RENE DEVRAES, JR.

[CAPTION]
Exhibit 4.
RESOLUTION OF THE BOARD OF DIRECTORS
OF RUSSIAN IMPORTS, INC.
A California corporation

     Pursuant to the laws of the state of California and the By-Laws of RUSSIAN
IMPORTS, INC., the Board of Directors of RUSSIAN IMPORTS, INC. herewith adopt
the following Resolution, without the necessity of a Board of Director's
Meeting:

     RESOLVED, that, in exchange for present and future services, 2,000,000
shares of common stock shall be issued to A. Rene Devraes, Jr., 170 South
County Road, Palm Beach, Florida.

     FURTHER RESOLVED, that A. Rene Devraes, Jr. be issued an additional
3,000,000 shares of common stock in exchange for a promissory note in the
principal amount of $1,200,000, payable in quarterly installments of $100,000.
     FURTHER RESOLVED, that the following common shares be issued pursuant to
the Company's Registration Statement on Form SB-2:

Legal Computer Technology, Inc., 265 Sunrise Ave., Ste. 204
Palm Beach, FL 33480
                                        37,500 shares
     FURTHER RESOLVED, that the company's offering on Form SB-2 be and hereby
is closed.

     FURTHER RESOLVED, that A. RENE DEVRAES, JR. be and hereby is appointed as
a Director of the Company.

          The undersigned directors hereby adopt this resolution as of the 8th
day of December, 2000.

                                        /s/  Agata Gotova
                                        -----------------------
                                            AGATA GOTOVA




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission