U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of
The Securities Exchange Act of 1934
BAP ACQUISITION CORP.
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(Name of Small Business Issuer)
Delaware 51-0373876
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(State of Incorporation) (I.R.S. Employer ID No.)
1051 Fifth Avenue North, Naples, Florida 33940-5818
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(Address of Principal Executive Offices)
Issuer's Telephone Number: 1-941-261-3396
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Securities and Exchange Commission File Number: 21-16563-B
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Securities to be Registered under Section 12(b) of the Act: NONE
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Title of each Class Name of each Exchange on which
to be so Registered: each Class is to be Registered:
Not Applicable Not Applicable
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Securities to be Registered under Section 12(g) of the Act:
Title of each Class
to be so Registered:
Common Stock, $0.001 par value
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BAP ACQUISITION CORP.
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Form 10-SB
Table of Contents
PART ONE
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ITEM 1: DESCRIPTION OF BUSINESS............................................. 3
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION................................................ 6
ITEM 3: DESCRIPTION OF PROPERTY............................................. 7
ITEM 4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT............................................... 7
ITEM 5: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS................................................. 8
ITEM 6: EXECUTIVE COMPENSATION.............................................. 9
ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................... 10
ITEM 8: DESCRIPTION OF SECURITIES........................................... 11
PART 2
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ITEM 1: MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS......................... 12
ITEM 2: LEGAL PROCEEDINGS................................................... 12
ITEM 3: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS....................... 12
ITEM 4: RECENT SALES OF UNREGISTERED SECURITIES............................. 13
ITEM 5: INDEMNIFICATION OF OFFICERS AND DIRECTORS........................... 13
PART F/S
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ITEM 1: FINANCIAL STATEMENTS................................................ 14
PART 3
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ITEM 1: INDEX TO EXHIBITS................................................... 15
ITEM 2: DESCRIPTION OF EXHIBITS............................................. 15
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ITEM 1: DESCRIPTION OF BUSINESS
BAP ACQUISITION CORP., a Delaware Corporation, (hereinafter the
"Company") was incorporated on August 24, 1994. On July 1, 1995 the Company
entered into an agreement to acquire 100% of the issued and outstanding shares
of Common Stock of Ricketts Enterprises International, Inc., a Florida
Corporation (hereinafter "REI"). Said acquisition was completed on November 21,
1995. Prior to the acquisition of REI the Company had not engaged in any form of
commercial business activity and as a result had no operating history. REI was
incorporated on February 23, 1993 as a closely held Sub-Chapter "S" Corporation
to own and manage real estate properties, both residential and commercial. The
principal business activity of the Company is currently carried on through its
wholly owned REI subsidiary.
REI is a duly licensed Real Estate Corporation in the State of Florida,
and is presently active in the ownership, management and sale of Real Estate in
three States (New York, Florida, Texas). In addition REI is a member of the
Naples Board of Realtors, and the Multiple Listing Service. On June 1st, 1993
Mr. Dan McCaslin was appointed to the Board of Directors and made Vice President
of REI. Mr. McCaslin is a licensed Real Estate Broker in the State of Florida
and represents REI as its designated Real Estate Broker as required by the laws
of Florida.
As a result of the acquisition of REI the Company currently owns five
single family residences, two residential duplexes (4 units) and three building
lots zoned for duplexes on which it plans to build rental properties as soon as
construction and permanent financing can be arranged. All of the improved
properties are rented to third party tenants. The addition of three new rental
properties (6 units) will further enhance the income of the Company. All the
property owned by the Company to date resulted from the transfer to REI of
properties belonging to the President of the Company and REI, Mr. Garfield
Ricketts. REI acquired the Portfolio based solely on the assumption of the
existing outstanding mortgages in the amount of $148,148. Mr. Ricketts
contributed equity in the properties of $325,772 and transaction costs of
$46,702 to shareholder's equity in REI.
REI has an agreement in principal represented by a Letter of Intent
dated January 15, 1996 to acquire an additional 27 residential rental properties
and one commercial office property held by the former REI shareholders. The
properties are valued at approximately $2.5 million dollars. Upon completion of
such an acquisition the current book value of the Company is projected to
increase by approximately $1.2 million dollars. The gross annual income of the
Company would increase approximately three fold. At present, in order to
complete the acquisition of properties form shareholders the Company must either
qualify to assume the existing mortgages, arrange for new mortgages or pay cash
for the properties being acquired. All the properties being acquired currently
have sufficient net cash flow derived from rental income to service existing or
new mortgages.
The long term goals of the Company are to acquire and develop
commercial and residential properties in southwest Florida, and to seek out and
acquire other business related to the real estate industry. Except for the
agreement with current shareholders for the acquisition of certain income
producing properties the Company presently has no plan, proposal, agreement,
understanding or arrangement to acquire or merge with any specific business or
company. Future diversification will reduce the risk of operating losses if
there is a downturn in the real estate rental market, and will enhance the
Company's ability to increase income where possible. The Florida residential
rental market has been very stable over the last ten years fluctuating only plus
or minus 5%.
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The fact that the Company operates in three States rather than in a
single area of a single State, allows it to take advantage of all opportunities
that may be available in the areas in which it operates. There are no immediate
plans to widen the area of operation, however such expansion may be considered
in the future. The company is therefore poised to grow and can compete favorably
with the larger Property Management firms as well as the Real Estate Companies
involved in general sales and service.
COMPETITION
The Company is a relatively new entrant to the residential rental
market but since rental properties in the moderate income range in the markets
where the Company owns and manages properties are at a premium the Company is
able to compete. In Southwest Florida market trends indicate a continuing short
supply of residential properties available to service the rental market demand.
Currently, in the Company's prime Florida operating area, only 200 additional
apartments are currently being built, however current studies show that a
minimum of 2500 rental units will be required over the next 5 years.
Consequently the shortage will continue to exist in the near future. Even if 200
units per year continue to be built, it would take over 12 years before current
demand could be supplied. As a result, it is anticipated that the continuing
small growth rate will leave the residential rental market under supplied as
well as rental income at a premium.
EVALUATION OF OPPORTUNITIES
Mr. Garfield Ricketts, the Company's President and a Licensed Real
Estate Broker in the State of New York, has been acquiring and selling real
estate since 1983 and built a significant portfolio of residential properties in
New York, Florida, Oklahoma and Texas. As a result Mr. Ricketts has the
knowledge to seek out the best available opportunities for acquisition by the
Company. Mr. Dan McCaslin, a Licensed Real Estate Broker in the State of
Florida, has been consistently engaged in real estate since 1989, and affords
the Company the ability to continue to acquire property in southwest Florida on
a very competitive basis. The fact that southwest Florida, at the present time,
is one of the fastest growing areas in the country, the Company believes that
substantial growth can be achieved by acquiring existing properties and land for
future development.
MERGER AND/OR ACQUISITION OPPORTUNITIES
Even though mergers will be a path to growth and development, the
Company will seek only mergers with or acquire firms that can provide audited
financial statements, and can easily fall within the scope of the Company's
present and future growth plans. There are certain risks which may arise from
any merger situation, especially where there is an opportunity to acquire or
merge with a relative new operating entity, however all efforts will be
exercised to minimize such risks with careful examination of the merging or to
be acquired company, its audited financial statements, as well as an analysis of
the potential for success based on present and potential competition and overall
market conditions.
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FACILITIES
The Company presently occupies approximately 1000 square feet of office
space in the city of Naples, Florida, 35 miles south of Fort Myers, Florida. The
building in which the office is located is presently owned by the President of
the Company. It is anticipated that the office building facility will be part of
a package of properties that will be acquired by the Company in the near future.
The office is fully supported with all the necessary computers and office
equipment and furniture required to efficiently conduct a real estate property
management operation. The Company pays the sum of $635.00 monthly for the
rental, maintenance and other costs of the facility. It is anticipated however
that larger facilities will be needed in the near future to accommodate
anticipated expansion of the Company's operations.
EMPLOYEES
Currently the Company has no full time staff employees. All current
workers are either contract employees or commission personnel. The Company
employs contract management and maintenance services for the properties it
manages in New York and Texas. In Florida the Company is managed by its
President and other Company Officers. All property maintenance work is
accomplished via third party independent contractors. There are no employment
contracts with any individuals working for or associated with the Company or its
subsidiary.
INDUSTRY SEGMENTS
No information is presented as to industry segments. The Company is
presently engaged in a single line of business, the owning, rental, and
management of commercial and residential real estate and/or related real estate
products and services. Reference is made to the statements of income included
herein in response to Part F/S of this Form 10-SB for a statement of the
Company's revenues and operating profit (loss) for the past two fiscal years.
GOVERNMENT REGULATION
The Company is regulated pursuant to the Securities Act of 1933 and
1934 as well as the rules and regulations promulgated by the Securities and
Exchange Commission. The Company is also subject to State Securities Laws in the
States where it operates as well as the States in which its securities may be
sold. In addition, since the Company is engaged in the purchase, sale, rental
and management of real estate it is subject to the real property laws and the
rules and regulations enacted by the Real Estate Commission in each of the
States in which it operates. As a result, the Company is required to retain the
services of a Licensed Real Estate Broker to represent the Company in its real
estate activities in each of the States in which it operates.
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Management's' Discussion and Analysis of Financial Condition and Results of
Operations
The following discussion of the results of operations and financial
condition should be read in conjunction with the financial statements and notes
thereto appearing elsewhere in this Form 10-SB reflecting operations and
financial condition both before and after the acquisition of REI. As set forth
in Item 1 above, prior to November 21, 1995, the Company had no operating
history. Subsequent to November 21, 1995 all of the Company's operations are
carried out by its wholly owned subsidiary REI. Therefore, all discussions below
concerning the Company prior to the Acquisition of REI relate to and reflect the
operations of REI only.
Liquidity and Capital Resources:
From the date of incorporation to the date of the acquisition of REI
the Company had no revenues or operating income. As of the date of acquisition
of REI, the Company had no tangible assets. As a result of the acquisition of
REI for the 12 months ending December 31, 1995 the Company had total assets of
$542,571 and total stockholders' equity of $362,166. During the same period the
Company had current assets of $6,275 and current liabilities of $55,724 which
results is a lack of liquidity. The Company's capital resources consisted of
$4,609 in cash and equity in land and buildings of $325,772. For the period
ending March 31, 1996 the Company had total assets of $538,478 and total
stockholder's equity of $361,125. During the same period in the Company had
current assets of $6,166 and current liabilities of $54,256. The Company
continues to experience a liquidity problem with a cash deficit of $4,998 at
March 31, 1996. However, the Company is current in servicing all of it's current
portion of long term debt.
Historically the Company's working capital needs have been satisfied
through net operating profits, if any, and financing activities primarily
consisting of private loans being made to the Company from its shareholders.
The Company anticipates meeting its working capital needs during the
current fiscal year primarily with revenues from operations. The Company
believes that it may require additional funds to cover the costs (primarily
legal and accounting) of meeting its reporting obligations under the Exchange
Act and in order to effect the acquisition of additional real estate income
producing properties or real estate related entities. If such funds are
necessary, the Company will seek to borrow such funds and/or raise such funds
through the private or public sale of its Common Stock. No assurances can be
given that such financing, if required, will be available, or that it can be
obtained on terms satisfactory to the Company. If the Company is unable to
secure financing from the sale of its securities or from private lenders,
management believes that the Company can continue operating by realizing working
capital from its current operations and its current funding activities. In the
opinion of management, inflation has not had a material effect on the operations
of the Company.
During the next 12 months the Company will stress the acquisition of
existing and the development of new income producing commercial and residential
real estate properties. The Company is currently contemplating undertaking a new
offering of its debt and/or equity securities in order to achieve its business
objectives over the next 12 months. Unless the Company is able to raise
additional Capital from borrowing or the sale of corporate debt and/or equity
securities, the Company may encounter a shortage of capital to accomplish its
business objectives.
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Results of Operations
From the date of incorporation to the date of acquisition of REI, the
Company had no revenues or operating income. Prior to the acquisition of REI the
Company's expenses were minimal and administrative in nature. The Results of
Operations discussed below reflect only the operations of REI. Included herein
are audited financial statements of REI covering the period from incorporation
through December 31, 1995. For the years ended December 31, 1993, 1994 and 1995,
REI had net operating income of $5,105, $4,244, $9,961, respectively on total
revenues of $18,697, 35,688, $57.009, respectively. Operating expenses in 1995
were approximately 59% of gross revenues down from approximately 87% in 1994.
For the periods ending March 31, 1995 and 1996, REI had net operating income
(loss) of $3,760 and ($1,041), respectively on total revenues of $10,325 and
$21,954, respectively, and increase of over 50% for the period. The 1996 first
quarter operating loss of ($1,041) resulted from increased expenses involving
repairs and maintenance, real estate taxes, interest, depreciation, and legal
and accounting costs. For the years ending December 31, 1993, 1994 and 1995 the
increase in total revenues and net operating income are a direct result of REI
acquiring additional income properties into its portfolio. Reduction in
operating costs came as a result of reducing travel and entertainment along with
general office expenses. As the Company continues to acquire properties an
economy of scale will result and a further reduction in operating expenses will
occur as a function of gross revenues. The Company has no short term debts other
than operating accounts payable that may impact its operation. The debts for
which the Company is responsible are long term mortgages on the properties
owned, the service of which is well within the income stream of the properties.
ITEM 3: DESCRIPTION OF PROPERTY
The Information required by this item 3, Description of Property, is
set forth in Item 1, "Description of Business", of this Form 10-SB
ITEM 4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT
The following table sets forth, information with respect to (1) any
person, management or otherwise, known by the Company to own beneficially more
than five percent (5%) of the Company's common stock, (2) the shares of Common
Stock beneficially owned by each Officer & Director of the Company, and (3) the
total of the Company's Common Stock beneficially owned by Company's Officers and
Directors as a group. Each stockholder holds the sole voting and investment
power with regard to the shares owned beneficially by such stockholder.
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class (1)
- ---------------- -------------------- ---------
Garfield H. Ricketts 2,800,000 (2) 60%
Una M. Ricketts 700,000 (2) 15%
Karen Ricketts 0 (3) 0
Dan McCaslin (REI) 0 0
All Directors and Executive
Officers as a Group (4 Persons) 3,500,000 75%
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Notes: Unless otherwise indicated in the footnotes below, the Company has been
advised that each person above has sole voting power over the shares indicated.
Note 1: Based upon 4,655,310 shares of Common Stock being issued and outstanding
on December 31, 1995.
Note 2: Garfield Ricketts and Una M. Rickets are related by marriage since
February 1952.
Note 3: Karen Ricketts is the Daughter of Garfield & Una Ricketts
ITEM 5: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The Directors and Executive Officers of the Company and their ages are
as follows:
NAME AGE POSITION
---- --- --------
Garfield H. Ricketts 66 President/CEO/Director
Dan McCaslin (REI Only) 32 V.P. of Sales/Director
Karen Ricketts 35 Vice President/Director
Una M. Ricketts 63 Secretary/Treasurer/Director
All Company Directors were elected upon the closing of the acquisition
of REI on November 21, 1995, and will remain in office until the next annual
meeting of the stockholders, and until their successors have been duly elected
and qualified. There are no agreements with respect to the election of
Directors. The Company has not compensated its Directors for service on the
Board of Directors, or any committee thereof, or reimbursed for expenses
incurred for attendance at meetings of the Board of Directors and/or any
committee of the Board of Directors. Officers are appointed annually by the
Board of Directors and each executive officer serves at the discretion of the
Board of Directors. The Company does not have any standing committees.
None of the Officers and/or Directors of the Company are officers or
directors of any other publicly traded corporation, nor have any of the
Officers, Directors, Affiliates or Promoters of the Company filed any bankruptcy
petition, been convicted of or been the subject of any criminal proceedings, or
the subject of any order, judgment, or decree involving the violation of any
state or federal securities laws within the past five years.
The business experience of each of the persons listed above during the past five
years is as follows:
Garfield H. Ricketts was Educated in Jamaica, West Indies at Excelsior
College, and Kingston Technical School, and studied further at the Thomas Edison
State College of New Jersey. Has been president, Chief Executive Officer and a
Director of REI since February 1993 where he the was the founder of REI. He is
Licensed as a Broadcast Engineer since March 1958 and was employed in Radio
Broadcasting From 1958 to 1966. He joined The National Broadcasting Co.
Inc.(NBC), in March 1966 as an engineer and was promoted to Field Technical
Supervisor in 1976, a managerial position, then to Manager of Electronic
Journalism in 1979. Later he was promoted to Manager of Field Operations and to
many other positions until retirement in January 1989. Mr. Ricketts began
building and managing a portfolio of Real property in real property 1983 prior
to his retirement. He has been Licensed as a Real Estate Broker in the State of
New York since 1989 and even though now living in Florida continues to maintain
the License.
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Dan McCaslin is a US Army Veteran, and graduated from Cal. State in
Bakersfield California, in Criminology in 1983. He became Licensed as a Real
Estate Broker in the State of California in 1986 and in the State of Florida in
1990. He was appointed Vice President of Ricketts Enterprises International
Inc., in June of 1993. In addition to being the designated Broker for REI he has
been President /CEO and sole stockholder of Naples Landscape Inc., since 1994.
Mr. McCaslin is an officer and director of REI only and not of the Company.
Una M. Ricketts was Educated in Jamaica West Indies in all phases of
Business (Accounting) and has been employed as bookkeeper for the past 43 years
rising to the position of Chief Accountant with Merchant's Importing Company of
New York. Mrs. Ricketts retired in July of 1993. She has been the Chief
Accountant for Ricketts Enterprises International Inc., since its inception in
February 1993.
Karen Ricketts obtained her Bachelor of Arts Degree in Communications
from the State University of New York, Buffalo in 1982. In 1989 she completed an
Associate Degree from Adelphi University and is a certified Paralegal. After
graduation in 1989 as a Paralegal Ms. Ricketts joined the law firm of Levey
Phillips & Koningdberg, New York, New York, as a Legal Assistant where she
continues in the same capacity today.
ITEM 6: EXECUTIVE COMPENSATION
At present the Company does not maintain any form of bonus, profit
sharing, or deferred compensation plan for the benefit of any Employees,
Officers or Directors. The Board of Directors is currently considering a package
of benefits and will present a plan at the Company's next annual meeting. There
are no employment contracts with any individual working for or associated with
the Company or its subsidiary.
Until the acquisition of REI the Company paid no compensation to its
Officers and Directors and the Company did not have any Employees. REI was
previously organized as a Sub-Chapter "S" Corporation and the net income of REI
was distributed to its Stockholders on an annual basis. Compensation previously
received by Mr. McCaslin was paid in the form of real estate commissions paid to
him by REI.
Name and Annual Other Annual All Other
Principal Position Year Salary Bonus Compensation Compensation
- ------------------ ---- ------ ----- ------------ ------------
Garfield Ricketts 1993 $2,693.00 -0- -0- -0-
President & CEO 1994 $2,355.50 -0- -0- -0-
1995 -0- -0- -0- -0-
1996 -0- -0- -0- -0-
Dan McCaslin 1993 -0- -0- -0- -0-
REI V.P. & Director 1994 $ 975.00 -0- -0- -0-
1995 -0- -0- -0- -0-
1996 -0- -0- -0- -0-
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Una Ricketts 1993 $2,693.00 -0- -0- -0-
Secretary/Treasurer 1994 $2,355.50 -0- -0- -0-
1995 -0- -0- -0- -0-
1996 -0- -0- -0- -0-
Karen Ricketts 1995 -0- -0- -0- -0-
V.P./Director 1996 -0- -0- -0- -0-
The Officers of the Company, after the acquisition of REI, will not
receive any cash compensation except for Mr. Dan McCaslin. He will continue to
receive commissions on the sale or purchase of real estate properties as the
designated Real Estate Broker for REI. At some point in the future a new
contract will be established with each Company Officer wherein they will receive
shares of the Company's Common Stock in lieu of salaries until such time that
the Company can sustain such expenses. The shares to be delivered to the
Officers in lieu of salaries will be based on the value of the shares, and such
basis will be determined at a meeting of the Board of Directors of the Company
wherein said shares will be issued annually.
ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the Company's last two fiscal years, there have been no
arrangements between the Company and any of its current or previous Officers,
Directors, or nominees for election as a Director, or any shareholder owning
greater than five percent (5%) of the Company's outstanding shares, nor any
member of the above referenced individuals' immediate family except as set forth
below.
The Company acquired 100% of the issued and outstanding Shares of
Ricketts Enterprises International, Inc. on November 21, 1995 from Garfield and
Una Ricketts, husband and wife, in exchange for 3,500,000 shares of Common Stock
of the Company. Prior to the acquisition of REI by the Company Garfield and Una
Ricketts, husband and wife, sold to REI a portfolio of Real Estate involving ten
real estate properties (see item 1, Business Description for details). The value
of the properties was considered to be $473,920.00. As part of the transaction
REI assumed first mortgages in the amount of $148,148.00. Mr. & Mrs. Rickets
contributed their equity of $325,772.00 to stockholder equity of REI. In
addition Mr. & Mrs. Ricketts paid transaction cost associated with the transfer
of the properties and the acquisition of REI by the Company in the amount of
$46,702. This amount was also contributed as shareholder equity in REI.
The Company's subsidiary REI has entered into a letter of intent, dated
January 15, 1996 with Mr. Garfield Ricketts, President of the Company, for the
acquisition of an additional portfolio of income producing Real Estate. The
portfolio consists of 27 income producing residential properties and one
commercial office building with a total acquisition cost of approximately
$2,500,000.00. The Company will assume or refinance first mortgages totaling
approximately $1,300,000.00. The consideration paid to the Sellers for the
equity of approximately $1,200,000.00 currently associated with said portfolio
will be in the form of cash or shares of the Company's Common Stock, or a
combination thereof. Such determination will be made at the time of acquisition.
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The Company and its subsidiary REI currently occupies office facilities
of approximately 1000 square feet in a building that is owned by Mr. Garfield
Ricketts, President of the Company. The Company pays $635 a month rent. There is
no written lease agreement between the Company or its subsidiary REI with Mr.
Ricketts. The Company is considered to be a month to month tenant.
ITEM 8: DESCRIPTION OF SECURITIES
The Company is authorized to issue 20,000,000 shares of Common Stock,
$0.001 par value per share, 4,655,310 of which were issued and outstanding as of
December 31, 1995. Each outstanding share of Common Stock is entitled to one
vote, either in person or by proxy, on all matters that may be voted upon by the
owners thereof at all meetings of the stockholders. Stockholders of the Company
have no rights to acquire additional shares of Common Stock or any other of the
Company's securities. All shares of issued and outstanding Common Stock are
fully paid and non-assessable.
The holders of common stock (I) have equal ratable rights to dividends
from funds legally available therefor, when, and if declared by the Board of
Directors of the Company; (ii) are entitled to share ratably in all of the
assets of the Company available for distribution to holders of shares of Common
Stock upon liquidation, dissolution or winding up of affairs of the Company;
(iii) do not have preemptive, subscription or conversion rights, or redemption
or sinking fund provisions applicable thereto; and (iv) are entitled to one
non-cumulative vote per share on all matters on which stockholders may vote at
all meetings of the stockholders.
On November 20, 1995, the Company amended its Articles of Incorporation
to reverse split, at a ratio of one for ten, the then existing 11,553,100 issued
and outstanding shares of Common Stock. As a result of the one for ten reverse
split 1,155,310 shares of Common Stock remained issued and outstanding. On
November 21, 1995 the Company issued 3,500,000 new shares of 144 Restricted
Common Stock in association with the acquisition of REI.
Currently there are no shares of Preferred Stock authorized,
designated, issued or outstanding. In the future should the stockholders vote in
the affirmative to amend the Company's Articles of Incorporation to authorize
shares of Preferred Stock the Company's Board of Directors would be empowered to
designate classes of the Company's Preferred Stock and to establish relative
rights, preferences, qualifications and restrictions with regard to any
designated classes.
The Company's Board of Directors has total discretion as to the
issuance and the determination of the rights and privileges of any shares of
Preferred or Common Stock which may be issued in the future, which rights and
privileges may be detrimental to the rights and privileges of the holders of the
existing shares of the Company's Common Stock now issued and outstanding.
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PART II
ITEM 1: MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S EQUITY AND OTHER
SHAREHOLDER MATTERS
(A) Marketing Information: No shares of the Company's Common or
Preferred Stock have been registered with the Securities and Exchange Commission
or any State securities agency or authority. There is no established public
trading market for the Company's issued and outstanding Common Stock. In the
near future the Company intends to seek sponsorship of one or more NASD Member
Registered Securities Dealers and a quotation on The National Association of
Securities Dealers NASDAQ quotation system at the Bulletin Board level.
(B) Holders: The number of record holders of shares of the Company's
Common stock as of December 31, 1995 was 1316, inclusive of those brokerage
firms and/or clearing houses, if any, holding shares of the Company's Common
Stock for their clientele (with each such brokerage house and/or clearing house,
if any, being considered as one holder), The aggregate number of shares of the
Company's Common Stock issued and outstanding as of December 31, 1996 was
4,655,310 Of this amount 3,500,000 shares were issued in 1995 pursuant to the
acquisition of REI and said shares are deemed "restricted securities" as defined
by Rule 144 of the Securities Act of 1933, as amended. As to the balance of
outstanding shares of the Company's Common Stock, 1,155,310 shares, are
considered to have been issued and outstanding for more than three years and may
be sold or otherwise transferred without restriction unless held by an affiliate
or controlling stockholder of the Company. Of these shares, the Company is not
aware of any held by Affiliates, Officers, or Directors of the Company or
beneficial interests thereof. The Company has no holders of Preferred Stock.
(C) Dividends: The Company has not paid or declared any dividends upon
its shares of Common Stock since its inception and, by reason of its present
financial status and its contemplated financial requirements, does not
contemplate or anticipate paying any dividends upon its shares of Common Stock
in the foreseeable future.
ITEM 2: LEGAL PROCEEDINGS
The Company is not presently a party to any litigation of any kind or
nature whosoever, nor to the Company's best knowledge and belief is any
litigation threatened or contemplated.
ITEM 3: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
From the inception of the Company until the acquisition of REI its
accountants were Rotenberg & Company, LLP of Rochester, New York. Due to the
change in control of the Company resulting from the acquisition of REI the
Company's Board of Directors decided to retain as its certifying accountant the
prior accountants for REI, Mr. Karl E. Reddies, CPA of Naples, Florida. The
decision to change accountants was that solely of the Company's Board of
Directors. At no time have there been any disagreements with prior or current
accountants regarding any matter of accounting principals or practices,
financial statement disclosure, or auditing scope or procedure.
12
<PAGE>
ITEM 4: RECENT SALES OF UNREGISTERED SECURITIES
On October 5, 1994 the Company filed with the U.S. Securities and
Exchange Commission a Notice of Sale of Securities pursuant to Regulation "D",
Section 4(6), Rule 504. The filing reported the exchange of 11,553,100 shares of
the Company's Common Stock.
The 3,500,000 shares of the Company's Common Stock issued pursuant to a
stock exchange agreement with Garfield and Una Ricketts, husband and wife,
associated with the acquisition of REI were unregistered and deemed "restricted
securities" as defined by Rule 144 of the Securities Act of 1933, as amended.
All certificates representing the securities bear a restrictive legend
preventing their transfer except in accordance with the Securities Act of 1933,
as amended and the regulations promulgated thereunder.
For each of the above transactions, the Company relied upon the
exemption from registration under the Securities Act of 1933, as amended (the
"Act"), as provided by Section 4(2) of the Act.
ITEM 5: INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the provisions of the Delaware General Corporation Laws
(the "Act"), the Company has the power to indemnify an individual made a party
to a proceeding because they are or were a director, against liability incurred
in the proceeding, if such individual acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interest of the
Company and, in a criminal proceeding, they had no reasonable cause to believe
their conduct was unlawful. Indemnification under the provision is limited to
reasonable expenses incurred in connection with the proceeding. The Company must
indemnify a director or officer who is successful on the merits or otherwise, in
the defense of any proceeding, to which they are a party because they are or
were a director or officer of the Company, against reasonable expenses incurred
by them in connection with the proceeding claim with respect to which they have
been successful. The Company's Articles of Incorporation empower the Board of
Directors to indemnify its officers, directors, agents or employees against any
loss or damage sustained when acting in good faith in the performance of their
corporate duties.
The Company may pay for or reimburse expenses incurred by a director,
officer, employee, fiduciary, or agent of the Company who is a party to a
proceeding in advance of final disposition of the proceeding provided the
individual furnishes the Company with written affirmation that their conduct was
in good faith and in a manner reasonably believed to be in, or not opposed to,
the best interest of the Company, and to undertake to repay the advance if it is
ultimately determined that they did not meet such standard of conduct.
TRANSFER AGENT: The Company has designated OTR, Inc., 1130 South West
Morrison, Suite 250, Portland, Oregon 97205, as its Registrar of Stock and
Transfer Agent.
13
<PAGE>
PART F/S: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Audited Financial Statements for the Company from the date of
inception to December 31, 1994 have been examined to the extent indicated in
their reports by Rotenberg & Company, LLP (for the period August 24, 1994 to
December 31, 1994), and Karl E. Reddies for the period from January 1, 1995 to
December 31, 1995 (1995), independent certified public accountants. Also
included are Audited Financial Statements for Ricketts Enterprises
International, Inc. for the fiscal years ended December 31, 1993, 1994 and 1995,
and Compiled Balance Sheets and Income Statements for the periods ended March
31, 1995 and 1996, by Karl E. Reddies, independent certified public accountant.
All Financial Statements have been prepared in accordance with generally
accepted accounting principals. The aforementioned financial statements are
included herein in response to Item 15 of this form 10-SB
(THE BALANCE OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK)
14
<PAGE>
BAP Acquisition Corp
and its subsidiaries
Audited Financial Statements
For the Twelve Months Ending
December 31, 1995
TABLE OF CONTENTS:
Independent Auditor's Report 1
Balance Sheet 2 - 3
Income Statement 4
Statement of Retained Earnings 5
Statement of Cash Flows 6
Notes to the Financial Statements 7 - 8
<PAGE>
KARL E. REDDIES
CERTIFIED PUBLIC ACCOUNTANT
660 TAMIAMI TRAIL NORTH
SUITE 1
NAPLES, FL 33940
(941) 263-8887
February 14, 1996
To the Directors:
BAP Acquisition Corp.
1051 Fifth Avenue North
Naples, FL 33940
I have audited the accompanying balance sheet of BAP Corp. (a Delaware
Corporation) and it's subsidiaries as of December 31, 1995 and the related
statements of income, retained earnings and cash flows for the year then ended.
These financial statements are the responsibility of the company's management.
My responsibility is to express an opinion on these financial statements based
on my work.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of BAP Corp. as of December 31, 1995
and the results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.
Karl E. Reddies, CPA
Naples, Florida
(1)
<PAGE>
BAP Acquisition Corp. and its Subsidiaries
Balance Sheet - Audited
December 31, 1995
ASSETS:
CURRENT ASSETS
Accounts Receivable (Note 2) $ 4,609
Prepaid Expenses 1,666
---------
Total Current Assets $ 6,275
---------
PROPERTY, PLANT AND EQUIPMENT (Note 1)
Equipment and Furniture $ 10,452
Buildings 387,750
Land 86,170
Less: Accumulated Depreciation (6,331)
---------
Total Property, Plant and Equipment $ 478,041
---------
OTHER ASSETS
Organizational Costs (Note 1) $ 58,255
---------
TOTAL ASSETS $ 542,571
=========
See auditor's report and the notes to the financial statements
(2)
<PAGE>
BAP Acquisition Corp. and its Subsidiaries
Balance Sheet - Audited
December 31, 1995
LIABILITIES AND STOCKHOLDER'S EQUITY:
LIABILITIES:
CURRENT LIABILITIES
Cash Deficit $ 2,855
Accounts Payable 29,402
Current Maturities of Long-term Debt 23,467
---------
Total Current Liabilities $ 55,724
---------
LONG-TERM LIABILITIES
Mortgages Payable (Note 4) $ 148,148
Less: Current Portion (23,467)
---------
Total Long-term Liabilities $ 124,681
---------
TOTAL LIABILITIES $ 180,405
---------
STOCKHOLDER'S EQUITY:
Common Stock ($0.001 Par Value
20 Million Authorized and
4,655,310 Outstanding) $ 4,655
Additional Paid in Capital 347,550
Retained Earnings 9,961
---------
Total Stockholder's Equity $ 362,166
---------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 542,571
=========
See auditor's report and the notes to the financial statements
(3)
<PAGE>
BAP Acquisition Corp. and its Subsidiaries
Income Statement - Audited
For the Year Ended December 31, 1995
REVENUE $57,009
-------
EXPENSES
Repairs and Maintenance $ 8,329
Office Expense 5,848
Utilities and Telephone 5,786
Rent 5,751
Dues & Subscriptions 3,845
Management 1,195
Professional Fees 950
Taxes and Licenses 780
Travel & Entertainment 731
Auto Expense 488
-------
Total Operating Expenses $33,703
-------
INCOME FROM OPERATIONS $23,305
-------
OTHER EXPENSES
Depreciation $ 5,713
Interest 7,481
Contributions 150
-------
Total Other Expenses $13,344
-------
NET INCOME $ 9,961
=======
See auditor's report and the notes to the financial statements
(4)
<PAGE>
BAP Acquisition Corp and its Subsidiaries
Statement of Retained Earnings - Audited
For the Year Ended December 31, 1995
Retained Earnings 1/1/95 $ -0-
Net Income for 1995 9,961
---------
Retained Earnings 12/31/95 $ 9,961
=========
See auditor's report and the notes to the financial statements
(5)
<PAGE>
BAP Acquisition Corp and its Subsidiaries
Statement of Cash Flows - Audited
For the Year Ended December 31, 1995
CASH FLOW FROM OPERATING ACTIVITIES:
Net Cash Flow From Operations $ (11,731)
-----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Ricketts Enterprises International $ (473,920)
Purchase of Furniture and Equipment (6,006)
-----------
Net Cash Flows from Investing $ (479,926)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Assumption of Mortgages $ 148,148
Shares issued 340,654
-----------
Net Cash Flows from Financing $ 488,802
-----------
Decrease in Cash $ ( 2,855)
===========
See auditor's report and the notes to the financial statements
(6)
<PAGE>
BAP Acquisition Corp. and its Subsidiaries
Notes to the Audited Financial Statements
For the Year Ended December 31, 1995
Note 1 - Summary of Significant Accounting Policies: Depreciation: The company
uses straight line depreciation with a half year convention. Office equipment is
depreciated over ten years, and furniture over fifteen years. Buildings are
depreciated over thirty-five years using straight line depreciation a half month
convention.
Income taxes: The company acquired 100% of Ricketts Enterprises International,
Inc. (A Florida S Corporation) at the close of business on December 31, 1995.
All items of income, expense, gains and losses are reported by the original
shareholder of Ricketts Enterprises International, Inc. on his form 1040 and BAP
Corp had no activity for the year. Accordingly, there is no provision for income
taxes.
Organizational Costs: The organizational costs will be amortized over 40 years
starting on January 1, 1996.
Note 2 - Accounts Receivable - All accounts are expected to be collected in
full. Therefore, there is no provision for bad debts.
Note 3 - Related Party Transactions - The company engaged in the following
transactions with Garfield and Una Ricketts:
Purchase of Ricketts Enterprises
International, Inc. $473,920
Mortgages assumed from
shareholder 148,148
Advance for the payment
acquisition costs 46,702
Note 4 - Mortgages Payable - The company assumed mortgages as part of the
transfer of properties from the stockholders. All mortgages are secured by the
property subject to each mortgage. The mortgages are as follows:
5330 Jennings Street Naples, Florida - Mortgage Payable for $22,064 with 41
monthly payments of $241 and bearing 8.75% interest.
5326 Jennings Street Naples, Florida - Mortgage Payable for $38,638 with 295
monthly payments of $353 and bearing 10% interest.
5238 & 5240 Hardee Street Naples, Florida - Mortgage Payable for $23,145 with
160 monthly payments of $256 and bearing 9.5% interest.
4603 Orchid Lane Naples, Florida - Mortgage Payable for $27,199 with 161 monthly
payments of $307 and bearing 10% interest.
(7)
<PAGE>
BAP Acquisition Corp. andi its Subsidiaries
Notes to the Audited Financial Statements
For the Year Ended December 31, 1995
5450 Hardee Street Naples, Florida - Mortgage Payable for $37,101 with 205
payments of $426 and bearing 12% interest.
Maturities of principal are as follows:
1996 4,816
1997 5,122
1998 5,382
1999 4,624
2000 4,523
(8)
<PAGE>
================================================================================
BAP ACQUISITION CORP.
(A DELAWARE CORPORATION)
ROCHESTER, NEW YORK
FINANCIAL REPORTS
AT
DECEMBER 31, 1994
================================================================================
<PAGE>
================================================================================
BAP ACQUISITION CORP.
(A Delaware Corporation)
Rochester, New York
TABLE OF CONTENTS
-----------------
Independent Auditor's Report 1
Balance Sheet at December 31, 1994 2
Statement of Stockholders' Equity for the Period
August 24, 1994 (Date of Inception) to December 31, 1994 3
Notes to Financial Statements 4
================================================================================
<PAGE>
ROTENBERG & COMPANY, LLP
Certified Public Accountants & Consultants
500 First Federal Plaza o Rochester, N.Y. 14614
(714) 546-1158 Fax (715) 546-2943
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
and Stockholders
BAP Acquisition Corp.
Rochester, New York
We have audited the accompanying balance sheet of BAP Acquisition Corp.
(a Delaware Corporation) as of December 31, 1994, and the related statement of
stockholders' equity for the period August 24, 1994 (date of inception) to
December 31, 1994. 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 balance sheet and statement of
stockholders' equity 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 presentation of the balance sheet and statement of
stockholders' equity. We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the balance sheet and statement of stockholders' equity
present fairly, in all material respects, the financial position of BAP
Acquisition Corp. as of December 31, 1994, in conformity with generally accepted
accounting principles.
/s/ Rotenberg & Company, LLP
Rochester, New York
July 8, 1996
<PAGE>
BAP ACQUISITION CORP.
(A Delaware Corporation)
Rochester, New York
BALANCE SHEET AT DECEMBER 31, 1994
----------------------------------
ASSETS
------
Cash and Cash Equivalents $ ---
Accounts Receivable ---
Marketable Securities ---
Inventory ---
Organizational Expense 11,553
Start-Up Costs 50
--------
Total Assets $ 11,603
------------ ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities
Accounts Payable $ ---
Accrued Expense ---
Customer Deposits and Advances ---
Delaware Franchise Taxes Payable and Accrued 50
--------
Total Liabilities $ 50
----------------- --------
Stockholders' Equity
Common Stock: $.001 Par; 20,000,000 Shares Authorized,
11,553,100 Shares Issued and Outstanding 11,553
Additional Paid In Capital ---
Retained Earnings ---
Total Stockholders' Equity $ 11,553
-------------------------- --------
Total Liabilities and Stockholders' Equity $ 11,603
------------------------------------------ ========
The accompanying notes are an integral part of this financial statement and
should be read in conjunction therewith.
- 2 -
<PAGE>
BAP ACQUISITION CORP.
(A Delaware Corporation)
Rochester, New York
STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD
------------------------------------------------
AUGUST 24, 1994 (DATE OF INCEPTION) TO DECEMBER 31, 1994
--------------------------------------------------------
<TABLE>
<CAPTION>
Additional
Number Par Common Paid In Retained Stockholders'
of Shares Value Stock Capital Earnings Equity
---------- ------ -------- ------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance - August 24, 1994 --- $ --- $ --- $ --- $ --- $ ---
Common Stock Issued on August 30, 1994 11,553,100 .001 11,553 2,845 --- 14,398
Net Income for the Period
August 24, 1994 to December 31, 1994 --- --- --- --- --- ---
Distribution to Stockholders - October 12, 1994 --- --- --- (2,845) --- (2,845)
---------- ------ -------- ------- ------ --------
Balance - December 31, 1994 11,553,100 $ .001 $ 11,553 $ --- $ --- $ 11,553
========== ====== ======== ======= ====== ========
</TABLE>
The accompanying notes are an integral part of this financial statement and
should be read in conjunction therewith.
- 3 -
<PAGE>
BAP ACQUISITION CORP.
(A Delaware Corporation)
Rochester, New York
NOTES TO FINANCIAL STATEMENTS
-----------------------------
Note A - Summary of Significant Accounting Policies
- -----------------------------------------------------
Method of Accounting
--------------------
The corporation maintains its books and prepares its financial
statements on the accrual basis of accounting.
Note B - Scope of Business
- ----------------------------
The corporation was formed on August 24, 1994 under the laws of the
State of Delaware. The corporation has been inactive since its
formation and has never conducted any business.
Note C - Organizational Expenses
- ----------------------------------
Organizational expenses represent management, consulting, legal,
accounting, and filing fees, incurred to date in the formation of the
corporation.
Note D - Issuance of Common Stock
- -----------------------------------
On August 30, 1994, the corporation issued 11,553,100 shares of its
common stock to BAP Holding Company in exchange for all of its
assets.
A summary of the assigned fair value of the assets received in
exchange for the corporation's common stock follows:
Common Stock:
130,000 Shares Cross Country Industries, Inc. $ 2,600
190,000 Shares Kessler Acquisition Corp. 190
55,000 Shares US Chefs Open Inc. 55
--------
$ 2,845
Organization Expenses of Forming,
the Corporation (See Note C) 11,553
--------
Total $ 14,398
========
The above stock securities have no established market and the
companies are inactive. The corporation has assigned a fair value
equal to the legal par value of the common stock.
Note E - Distribution to Stockholders
- ---------------------------------------
On October 12, 1994, the corporation transferred all of its
tangible assets (stock securities) to Security Holding Co. for the
benefit of stockholders of record as of August 24, 1994. Said stock
securities had a fair value equal to carrying value on the corporate
books of $2,845 as of the date of the distribution.
- 4 -
<PAGE>
Ricketts Enterprises International, Inc.
Audited Financial Statements
For the Years Ended
December 31, 1993 & December 31, 1994
TABLE OF CONTENTS:
Independent Auditor's Report 1
Balance Sheet 2
Income Statement 3
Statement of Retained Earnings 4
Statement of Cash Flows 5
Notes to the Financial Statements 6
<PAGE>
KARL E. REDDIES
CERTIFIED PUBLIC ACCOUNTANT
660 TAMIAMI TRAIL NORTH
SUITE 1
NAPLES, FL 33940
(941) 263-8887
August 1, 1995
Ricketts Enterprises International, Inc.
1051 Fifth Avenue North
Naples, FL 33940
I have audited the accompanying balance sheet of Ricketts Enterprises
International, Inc. ( a Florida Subchapter S corporation) as of December 31,
1993 and December 31, 1994 and the related statements of income, retained
earnings and cash flows for the years then ended. These financial Statements are
the responsibility of the company's management. My responsibility is to express
and opinion on these financial statements based on my work.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Ricketts Enterprises International,
Inc. as of December 31, 1993 and December 31, 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ Karl E. Reddies
Karl E. Reddies, CPA
(1)
<PAGE>
Ricketts Enterprises International
Balance Sheet - Audited
December 31, 1993 & December 31, 1994
Assets:
12/31/93 12/31/94
CURRENT ASSETS
Cash $ 7,214 $ -0-
-------- -------
Total Current Assets $ 7,214 $ -0-
-------- -------
EQUIPMENT (Note 1)
Equipment and Furniture $ 4,446 $ 4,446
Less: Accumulated Depreciation (206) (618)
Total Equipment $ 4,240 $ 3,828
-------- -------
TOTAL ASSETS $ 11,454 $ 3,828
======== =======
LIABILITIES AND STOCKHOLDER'S EQUITY:
LIABILITIES:
CURRENT LIABILITIES
Cash Deficit $ -0- $ 507
Accounts Payable 876 3,093
Loans From Stockholder (Note 2) 23,524 8,930
-------- -------
Total Current Liabilities $ 24,400 $12,530
-------- -------
Total Long-Term Liabilities $ -0- $ -0-
-------- -------
TOTAL LIABILITIES $ 24,400 $12,530
-------- -------
STOCKHOLDER'S EQUITY
Common Stock (No par, 1,000
shares issued and outstanding) $ 500 $ 500
Retained Earnings (13,446) (9,202)
-------- -------
Total Stockholder's Equity $(12,946) $(8,702)
-------- -------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 11,454 $ 3,828
======== =======
See auditor's report and the notes to the financial statements
(2)
<PAGE>
Ricketts Enterprises International, Inc.
Income Statement - Audited
For the Years Ended December 31, 1993 & December 31, 1994
12/31/93 12/31/94
REVENUE $18,697 $35,688
------- -------
OPERATING EXPENSES
Commissions $ -0- $ 975
Advertising 344 677
Office Expense 3,978 8,328
Travel and Entertainment 259 6,056
Dues and Subscriptions 2,206 1,864
Utilities and Telephone 2,817 4,736
Rent 2,301 6,902
Repairs and Maintenance 706 1,148
Taxes and Licenses 700 291
------- -------
Total Operating Expenses $13,311 $30,977
------- -------
INCOME FROM OPERATIONS $ 5,386 $ 4,711
------- -------
OTHER EXPENSES
Depreciation $ 206 $ 412
Contributions 75 55
------- -------
Total Other Expenses $ 281 $ 467
------- -------
NET INCOME (LOSS) $ 5,105 $ 4,244
======= =======
See auditor's report and the notes to the financial statements
(3)
<PAGE>
Ricketts Enterprises International, Inc.
Statement of Retained Earnings - Audited
For the Years Ended December 31, 1993 & December 31, 1994
Deficit in Retained Earnings 12/31/92 $(18,551)
Net Income for 1993 5,105
--------
Deficit in Retained Earnings 12/31/93 $(13,446)
========
Deficit in Retained Earnings 12/31/93 $(13,446)
Net Income for 1994 4,244
--------
Deficit in Retained Earnings 12/31/94 $ (9,202)
========
See auditor's report and the notes to the financial statements
(4)
<PAGE>
Ricketts Enterprises International, Inc.
Statement of Cash Flows - Audited
For the Years Ended December 31, 1993 & December 31, 1994
CASH FLOW FROM OPERATING ACTIVITIES:
Net Cash flow from
Commercial Operations $ 5,105 $ 4,244
------- -------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Equipment $(4,446) $ -0-
------- -------
Net Cash Flows from Investing $(4,446) $ -0-
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Shareholder Loans $ 2,273 $
Payment of Shareholder
Loans (11,965)
------- -------
Net Cash Flows from Financing $ 2,273 $(11,965)
------- -------
Increase (Decrease) in Cash $ 2,932 $(7,721)
======= =======
See auditor's report and the notes to the financial statements
(5)
<PAGE>
Ricketts Enterprises International, Inc.
Notes to the Audited Financial Statements
For the Years Ended December 31, 1993 & December 31, 1994
Note 1 - Summary of Significant Accounting Policies:
Depreciation: The company uses straight line depreciation with a half year
convention. Office equipment is depreciated over ten years, and furniture over
fifteen years.
Income taxes: The company has elected to be a subchapter S corporation pursuant
to the Internal Revenue Code. All items of income, expense, gains and losses are
reported by the shareholder. Accordingly, there is no provision for income tax.
Note 2 - Related Party Transactions - The company engaged in the following
transactions with Garfield and Una Ricketts, the sole stockholders:
12/31/93 12/31/94
Payment of Loans $ 14,594
Loans Received $ 2,273
(6)
<PAGE>
KARL E. REDDIES
CERTIFIED PUBLIC ACCOUNTANT
660 TAMIAMI TRAIL NORTH
SUITE 1
NAPLES, FL 33940
(941) 263-8887
May 9, 1996
Mr. Garfield Ricketts, President
BAP Acquisition Corp and Its Subsidiaries
1051 5th Avenue North
Naples, FL 33940
I have compiled the accompanying balance sheet of Ricketts Enterprises
International, Inc. (a Florida S Corporation) as of March 31, 1995 and for the
three months then ended and the balance sheet of BAP Acquisition Corp and its
subsidiaries (a Delaware Corporation) as of March 31, 1996 and for the three
months then ended in accordance with standards established by the American
Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. I have not audited or
reviewed the accompanying financial statement and, accordingly, do not express
an opinion or any other form of assurance on them.
Ricketts Enterprises International, Inc. became a subsidiary
of BAP Acquisition Corp on December 31, 1995. The following
statements are presented in this format to facilitate
comparison of the two quarters referred to above.
Sincerely,
/s/ Karl E. Reddies
- --------------------
Karl E. Reddies, CPA
<PAGE>
Balance Sheets - Unaudited
Ricketts Enterprises International, Inc. - March 31, 1995
BAP Acquisition Corp and Its Subsidiaries - March 31, 1996
ASSETS:
3/31/95 3/31/96
CURRENT ASSETS
Accounts Receivable $ 4,264 $ 3,284
Prepaid Expenses 185 2,882
Loans to Stockholder 39,789 -0-
--------- ---------
Total Current Assets $ 44,238 $ 6,166
--------- ---------
PROPERTY, PLANT AND EQUIPMENT
Equipment and Furniture $ 4,446 $ 10,452
Buildings 387,750
Land 86,170
Less: Accumulated Depreciation ( 777) (10,315)
--------- ---------
Total Property, Plant and
Equipment $ 3,669 $ 474,057
--------- ---------
OTHER ASSETS
Organizational Costs $ -0- $ 58,255
--------- ---------
TOTAL ASSETS $ 47,907 $ 538,478
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY:
LIABILITIES:
CURRENT LIABILITIES
Cash Deficit $ 6,370 $ 4,998
Accounts Payable 46,979 25,821
Current Maturities of Debt -0- 23,437
--------- ---------
Total Current Liabilities $ 53,349 $ 54,256
--------- ---------
LONG-TERM LIABILITIES
Mortgages Payable $ -0- $ 146,534
Less: Current Maturities -0- (23,437)
--------- ---------
Total Long-Term Liabilities $ -0- $ 123,097
--------- ---------
TOTAL LIABILITIES $ 53,349 $ 177,353
--------- ---------
STOCKHOLDER'S EQUITY:
Common Stock $ 500 $ 4,655
Additional Paid in Capital -0- 347,550
Retained Earnings (9,702) 9,961
Year to Date Profit 3,760 (1,041)
--------- ---------
Total Stockholder's Equity $ (5,442) $ 361,125
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 47,907 $ 538,478
========= =========
See auditor's report and the notes to the financial statements
(2)
<PAGE>
Income Statements - Unaudited
Ricketts Enterprises International, Inc.
For the Three Months Ended March 31, 1995
and
BAP Acquisition Corp. and its Subsidiaries
For the Three Months Ended March 31, 1996
3-31-95 3-31-96
-------- --------
$ 10,325 $ 21,954
REVENUE -------- --------
EXPENSES
Repairs and Maintenance $ 194 $ 2,301
Office Expense 1,878 2,312
Utilities and Telephone 1,438 1,681
Rent 575 1,725
Dues & Subscriptions 1,416 1,318
Advertising 213 200
Licenses 692 -0-
Real Estate Taxes -0- 3,591
Auto Expense -0- 95
Insurance -0- 982
Legal & Accounting -0- 1,250
Management Fees -0- 338
Interest -0- 3,215
Depreciation 159 3,984
-------- --------
Total Operating Expenses $ 6,565 $ 22,992
-------- --------
NET INCOME (LOSS) $ 3,760 $(1,041)
======== ========
See Accountant's Report
<PAGE>
PART III
ITEM I: INDEX TO EXHIBITS
The following exhibits are filed with this Registration Statement:
EXHIBIT NUMBER EXHIBIT NAME
- -------------- ------------
1. CERTIFICATE OF GOOD STANDING OF BAP ACQUISITION
CORP.
2. CERTIFICATE OF INCORPORATION OF RICKETTS
ENTERPRISES INTERNATIONAL, INC.
3. ARTICLES OF INCORPORATION OF BAP ACQUISITION CORP.
4. AMENDMENTS TO ARTICLES OF INCORPORATION OF BAP
ACQUISITION CORP.
5. ARTICLES OF INCORPORATION OF RICKETTS ENTERPRISES
INTERNATIONAL, INC.
6. BY-LAWS OF BAP ACQUISITION CORP.
7. BY-LAWS OF RICKETTS ENTERPRISES INTERNATIONAL, INC.
8. SPECIMEN STOCK CERTIFICATE BAP ACQUISITION CORP.
9. AGREEMENT AND PLAN OF REORGANIZATION DATED JULY 1,
1995 BY AND BETWEEN BAP ACQUISITION CORP. AND THE
SHAREHOLDERS OF RICKETTS ENTERPRISES, INC.
10. COPY OF REGULATION "D" FILING WITH THE SECURITIES
AND EXCHANGE COMMISSION DATED OCTOBER 5, 1994
11. COPY OF LETTER OF INTENT FOR ACQUISITION OF
ADDITIONAL INCOME PROPERTIES.
12. LETTERS OF PERMISSION BY CERTIFYING PUBLIC
ACCOUNTANTS.
ITEM 2: DESCRIPTION OF EXHIBITS
See Item 1, Part III above.
15
<PAGE>
SIGNATURES
In accordance with section 12 of the Securities Exchange Act of 1934,
the Company caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
BAP ACQUISITION CORP.
BY:/s/ Garfield Ricketts Dated: May 31, 1996
---------------------
Garfield Ricketts, President & CEO
State of Delaware
Office of the Secretary of State
--------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY "BAP ACQUISITION CORP." IS DULY INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR
AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE SECOND DAY OF FEBRUARY, A.D. 1996.
[SEAL]
[SEAL] /s/ Edward J. Freel, Secretary of State
----------------------------------------------------------------
Edward J. Freel, Secretary of State
2428903 8300 DATE: 7814316
960029125 02-02-96
State of Florida
[SEAL]
Department of State
I certify the attached is a true and correct copy of the Articles of
Incorporation of RICKETTS ENTERPRISES INTERNATIONAL INC., a corporation
organized under the laws of the State of Florida, filed on February 23, 1993, as
shown by the records of this office.
The document number of this corporation is P93000015435.
Given under my hand and the
Great Seal of the State of Florida,
at Tallahassee, the Capital, this the
Eleventh day of May, 1993
[SEAL] /s/ Jim Smith
Jim Smith
Secretary of State
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/24/1994
944158912 - 2428903
CERTIFICATE OF INCORPORATION
OF
BAP Acquisition Corp.
FIRST: The name of this corporation is BAP Acquisition Corp.
SECOND: Its registered office in the state of Delaware is to be located at Three
Christina Centre, 201 N. Walnut Street, Wilmington DE 19801, New Castle County.
The registered agent in charge thereof is The Company Corporation, address "same
as above".
THIRD: The nature of the business and, the objects and purposes proposed to be
transacted, promoted and carried on, are to do any or all the things herein
mentioned as fully and to the same extent as natural persons might or could do,
and in any part of the world, viz:
The purpose of the corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
Delaware.
FOURTH: The amount of the total authorized capital stock of this corporation is
divided into 20,000,000 shares of stock at $.001 par value.
FIFTH: The name and mailing address of the incorporator is as follows:
Vanessa Foster, Three Christina Centre, 201 N. Walnut Street;
Wilmington DE 19801
SIXTH: The Directors shall have power to make and to alter or amend the By-Laws;
to fix the amount to be reserved as working capital, and to authorize and cause
to be executed, mortgages and liens without limit as to the amount, upon the
property and franchise of the Corporation.
With the consent in writing, and pursuant to a vote of the holders of a majority
of the capital stock issued and outstanding, the Directors shall have the
authority to dispose, in any manner, of the whole property of this corporation.
The By-Laws shall determine whether and to what extent the accounts and books of
this corporation, or any of them shall be open to the inspection of the
stockholders; and no stockholder shall have any right of inspecting any account,
or book or document of this Corporation, except as conferred by the law or the
By-Laws, or by resolution of the stockholders.
The stockholders and directors shall have power to hold their meetings and keep
the books, documents, and papers of the Corporation outside of the State of
Delaware, at such places as may be from time to time designated by the By-Laws
or by resolution of the stockholders or directors, except as otherwise required
by the laws of Delaware.
It is the intention that the objects purposes and powers specified in the Third
paragraph hereof shall, except where otherwise specified in said paragraph, be
nowise limited or restricted by reference to or inference from the terms of any
other clause or paragraph in this certificate of incorporation, that the
objects, purposes and powers specified in the Third paragraph and in each of the
clauses or paragraphs of this charter shall be regarded as independent objects,
purposes and powers.
SEVENTH: Directors of the corporation shall not be liable to either the
corporation or its stockholders for monetary damages for a breach of fiduciary
duties unless the breach involves: (1) a director's duty of loyalty to the
corporation or its stockholders; (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (3)
liability for unlawful payments of dividends or unlawful stock purchase or
redemption by the corporation; or (4) a transaction from which the director
derived an improper personal benefit.
I, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws of
the State of Delaware, do make, file and record this Certificate and do certify
that the facts herein are true; and I have accordingly hereunto set my hand.
DATED: August 24, 1994 /s/ Vanessa Foster
--------------------------
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
OF
BAP ACQUISITION CORP.
PURSUANT TO THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
BAP ACQUISITION CORP., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:
FIRST: The name of the Corporation is BAP ACQUISITION CORP.
SECOND: The Certificate of Incorporation of the Corporation was filed
with the Department of State on August 24, 1994.
THIRD: That the amendment to the Corporation's Certificate of
Incorporation set forth in the following resolution was duly adopted by the
unanimous written consent of the Corporation's Board of Directors on the 1st day
of November, 1995:
RESOLVED, that Article Fourth of the Certificate of
Incorporation of the Corporation, relating to the total authorized capital stock
of the Corporation, be amended to read as follows:
FOURTH: The amount of the total authorized capital stock of
this corporation is divided into 20,000,000 shares of stock at $.001 par value.
All such shares are of one class and are shares of common stock. The 11,553,100
issued shares of common stock of the corporation each with a $.001 par value
which are outstanding on the effective date of this amendment are hereby changed
into 1,155,310 issued shares of common stock of the corporation each with a
$.001 par value with the terms of the change being at the rate of 1 issued share
of common stock with a $.001 pare value for 10 issued shares of common stock
each with a $.001 par value.
FOURTH: That the foregoing amendment of the Certificate of
Incorporation of the Corporation was duly adopted and approved by stockholders
holding more than fifty percent (50%) of the outstanding stock of the
Corporation at a special meeting of Stockholders held on November 17, 1995
pursuant to notice duly given.
FIFTH: That the foregoing amendment of the Certificate of Incorporation
of the Corporation was duly adopted in accordance with the provisions of Section
242 of Title 8 of the Delaware Code of 1953.
IN WITNESS WHEREOF, BAP Acquisitions Corp. has caused this Certificate
to be signed and attested by its duly authorized Officers, this 20th day of
November 1995.
BAP Acquisition Corp.
BY: /s/ Ronald Conquest BY: /s/John H. Berry
-------------------------- ------------------------
Ronald Conquest, President John H. Berry, Secretary
ARTICLES OF INCORPORATION
OF
Ricketts Enterprises International Inc.
A Close Corporation
FILED
93FEB23 PH5:19
SECRETARY OF STATE
TALLAHASSEE FLORIDA
The undersigned natural person(s), of the age of 21 or more, acting to
form a corpoation under the corporate laws of the state of Florida do hereby
certify the following:
FIRST: The name of the corporation shall be Ricketts Enterprises International
Inc.
SECOND: The address of the initial registered office of the corporation is 200 A
John Knox Road, in the city of Tallahassee County of Leon. The name of the
registered agent located at said address is Larry Wolfe.
THIRD: The principal address of the corporation is
374 Islip Ave., Islip NY 11751
FOURTH: The purpose for which this corporation is organized shall be to engage
in any lawful act or activity for which corporations may be organized under the
Florida Business Corporation Act.
FIFTH: The total authorized stock of this corporation is divided into 1000
shares of no par value,
SIXTH: The number of directors constituting the initial board of directors is
two, and the name(s) and address(es) who will serve as directors until the first
annual meeting of shareholders or until their successors are as follows:
Garfield Ricketts 253 Southlaws Ave., N. Great River NY 11722-3407
Una. Ricketts same as above
SEVENTH: The duration of the corporation perpetual.
EIGHTH: The name(s) and address(es) of the persons who are to act as
Incorporator(s) are as follows:
Kimberly Andras c/o the Company Corporation
Three Christina Centre, 201 N. Walnut St., Wilmington DE 19801
We (I), the undersigned, being all the Incorporators of the corporation
identified above, declare that we have examined the foregoing this 16th day of
February, 1993.
/s/ Kimberly Andras
- ----------------------------------
State of Delaware County of New Castle
THE FOREGOING Instrument was acknowledged and sworn to before me this 16th day
of February, 1993 by Kimberly Andras.
/s/ SIGNATURE ILLEGIBLE
------------------------------------
Notary Public
This document was prepared by Kimberly Andras, Three Christina Centre, 201 N.
Walnut Street, Wilmington DE 19801 (302) 575-0440
<PAGE>
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICLE FOR THE SERVICE OF PROCESS
WITHIN FLORIDA, NAMING AGENT UPON PROCESS MAY BE SERVED.
FILED
93FEB23 PH5:19
SECRETARY OF STATE
TALLAHASSEE FLORIDA
In compliance with Section 43.091, Florida Statutes, the following is
submitted:
First, this Ricketts Enterprises International Inc. desiring to
organize under the laws of the state of Florida with its principal place of
business located in the city of Tallahassee , State of Florida, has named Larry
Wolfe located at 200 - A John Knox Road, Tallahassee FL 32309-6643 as its agent
for service of process within Florida.
Having been named to accept service of process for the above stated
corporation, at the place designated in this Certificate, I hereby agree to act
in this capacity, and I further agree to comply with the provisions of all
statutes relative to the proper and complete performance of my duties.
/s/ Larry Wolfe
---------------------------------
Larry Wolfe
2/16/93
---------------------------------
Date
BY-LAWS OF
BAP ACQUISITION CORP.
ARTICLE I--Offices
The principal office of the corporation shall be located in the State of
New York in the County of Monroe. The corporation may have such other
offices, either within or outside the state, as the Board of Directors
may designate or as the business or the corporation may require from
time to time. The registered office of the corporation may be, but need
not be, identical with the principal office, and the address of the
registered office may be changed from time to time by the Board of
Directors.
ARTICLE II--Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholder's shall be held
at 4:00 o'clock P.M. on the Third Tuesday in the month of January in each year,
beginning with the year 1995. If the day fixed for the annual meeting shall be a
legal holiday, such meeting shall be held on the next succeeding business day.
Section 2. Special Meetings. Special meetings of the shareholders, for any
purpose, unless otherwise prescribed by statute, may be called by the president
or by the Board of Directors, and shall be called by the president at the
request of the holders of not less than one-tenth of all the outstanding shares
of the corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors may designate any place as
the place for any annual meeting or for any special meeting called by the Board
of Directors. A waiver of notice signed by all shareholders entitled to vote at
a meeting may designate any place as the place for such meeting. If no
designation is made, or if a special meeting shall be called otherwise than by
the Board, the place of meeting shall be the registered office of the
corporation.
Section 4. Notice of Meeting. Written or printed notice stating the place, day
and hour of the meeting, and, in case of a special meeting, the purposes for
which the meeting is called, shall be delivered not less than ten nor more than
fifty days before the date of the meeting, either personally or by mail, by or
at the direction of the president, or the secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting, except that if the authorized capital stock is to be increased at least
thirty days notice shall be given. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at his address as it appears on the stock transfer books of the corporation,
with postage thereon prepaid. If requested by the person or persons lawfully
calling such meeting, the secretary shall give notice thereof at corporate
expense.
Section 5. Closing of Transfer Books or Fixing of Record Date. For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders
1
<PAGE>
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for any stated period not
exceeding fifty days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
days, and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has bean made as provided in this section, such
determination shall apply to any adjournment thereof except where the
determination has been made through the closing of the stock transfer books and
the stated period of the closing has expired.
Section 6. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
For a period of ten days prior to such meeting, this list shall be kept on file
at the principal office of the corporation and shall be subject to inspection by
any shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.
Section 7. Quorum. Fifty one percent (51%) of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a quorum of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
2
<PAGE>
If a quorum is present, the affirmative vote of a majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders, unless the vote of a greater number or
voting by classes is required by law or the articles of incorporation.
Section 8. Proxies. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or his or her duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time or the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.
Section 9. Voting of Shares. Each outstanding share, regardless of class, shall
be entitled to one vote, and each fractional share shall be entitled to a
corresponding fractional vote on each matter submitted to a vote at a meeting of
shareholders. Cumulative voting shall not be allowed.
Section 10. Voting of Shares by Certain Holders. Neither treasury shares, nor
shares of its own stock held by the corporation in a fiduciary capacity, nor
shares held by another corporation if a majority of the shares entitled to vote
for the election of Directors of such other corporation is held by this
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.
Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the bylaws of such corporation may prescribe or, in
the absence of such provision, as the Board of Directors of such corporation may
determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by him or her, either in person or by proxy, without a transfer of such
shares into his or her name. Shares standing in the name of a trustee may be
voted by him or her, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him or her without a transfer of such shares
into his or her name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his or her name if authority to
do so be contained in an appropriate order of the court by which such receiver
was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
3
<PAGE>
Section 11. Informal Action by Shareholders. Any action required to be taken at
a meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof. Such
consent shall have the same force and effect as a unanimous vote of the
shareholders.
ARTICLE III--Board of Directors
Section 1. General Powers. The business and affairs of the corporation shall be
managed by its Board or Directors, except as otherwise provided by statute or
the articles of incorporation.
Section 2. Number, Tenure and Qualifications. The number of Directors of the
corporation shall be not less than three nor more than five unless a lesser
number is allowed by statute. Directors shall be elected at each annual meeting
of shareholders. Each director shall hold office until the next annual meeting
of shareholders and thereafter until his or her successor shall have been
elected and qualified.
Directors need not be residents of this state or shareholders of the
corporation. Directors shall be removable in the manner provided by statute.
Section 3. Vacancies. Any director may resign at any time by giving written
notice to the president or to the secretary of the corporation. Any vacancy
occurring in the Board of Directors may be filled by the affirmative vote of a
majority of the remaining Directors though not less than a quorum. A director
elected to fill a vacancy shall be elected for the unexpired term of his or her
predecessor in office. Any Directorship to be filled by the affirmative vote of
a majority of the Directors then in office or by an election at an annual
meeting or at a special meeting of shareholders called for that purpose, and a
director so chosen shall hold office for the term specified in Section 2 above.
Section 4. Regular Meetings. A regular meeting of the Board of Directors shall
be held without other notice than this bylaw immediately after and at the same
place as the annual meeting of shareholders. The Board of Directors may provide
by resolution the time and place for the holding of additional regular meetings
without other notice than such resolution.
Section 5. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the president or any two Directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place as the place for holding any special meeting of the Board of Directors
called by them.
Section 6. Notice. Notice of any special meeting shall be given at least seven
days previous thereto by written notice delivered personally
4
<PAGE>
or mailed to each director at his or her business address, or by notice given at
least two days previously by telegraph. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail so addressed, with
postage thereon prepaid. If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
Any director may waive notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special necking of the Board of Directors need be specified in the
notice of waiver of notice of such meeting.
Section 7. Quorum. A majority of the number of Directors fixed by Section 2
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such majority is present at a meeting, a
majority of the Directors present may adjourn the meeting from time to time
without further notice.
Section 8. Manner of Acting. The act of the majority of the Directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors.
Section 9. Compensation. By resolution of the Board of Directors, any director
may be paid any one or more of the following: expenses, if any, of attendance at
meetings; a fixed sum for attendance at each meeting; or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
Section 10. Informal Action by Directors. Any action required or permitted to be
taken at a meeting of the Directors may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all of the
Directors entitled to vote with respect to the subject matter thereof. Such
consent shall have the same force and effect as a unanimous vote of the
Directors.
ARTICLE IV--Officers and Agents
Section 1. General. The officers of the corporation shall be a president, one or
more vice presidents, a secretary and a treasurer. The salaries of all the
officers of the corporation shall be fixed by the Board of Directors.
One person may hold any two offices, except that no person may
simultaneously hold the offices of president and secretary.
Section 2. Election and Term of Office. The officers of the corporation shall be
elected by the Board of Directors annually at the first meeting of the Board
held after each annual meeting of the shareholders.
5
<PAGE>
Section 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the corporation will be
served thereby.
Section 4. Vacancies. A vacancy in any office, however occurring, may be filled
by the Board of Directors for the unexpired portion of the term.
Section 5. President. The president shall:
(a) subject to the direction and supervision of the Board of Directors,
be the chief executive officer of the corporation;
(b) shall have general and active control of its affairs and business
and general supervision of its officers, agents and employees; and
(c) the president shall have custody of the treasurer's bond, if any.
Section 6. Vice Presidents. The vice presidents shall:
(a) assist the president; and
(b) shall perform such duties as may be assigned to them by the
president or by the Board of Directors.
Section 7. Secretary. The secretary shall:
(a) keep the minutes of the proceedings of the shareholders and the
Board of Directors;
(b) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the
corporation and affix the seal to all documents when authorized by the Board of
Directors;
(d) keep at its registered office or principal place of business a
record containing the names and addresses of all shareholders and the number and
class of shares held by each, unless such a record shall be kept at the office
of the corporation's transfer agent or registrar;
(e) sign with the president, or a vice president, certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors;
(f) have general charge of the stock transfer books of the corporation,
unless the corporation has a transfer agent; and
(g) in general, perform all duties incident to the office as secretary
and such other duties as from time to time may be assigned to him or her by the
president or by the Board of Directors.
Section 8. Treasurer. The treasurer shall:
(a) be the principal financial officer of the corporation;
(b) perform all other duties incident to the office of the treasurer
and, upon request of the Board, shall make such reports to it as may be required
at any time;
(c) be the principal accounting officer of the corporation; and
(d) have such other powers and perform such other duties as maybe from
time to time prescribed by the Board of Directors or the president;
6
<PAGE>
ARTICLE V--Stock
Section 1. Certificates. The shares of stock shall be represented by
consecutively numbered certificates signed in the name of the corporation by its
president or a vice president and the secretary, and shall be sealed with the
seal of the corporation, or with a facsimile thereof. No certificate shall be
issued until the shares represented thereby are fully paid.
Section 2. Consideration for Shares. Shares shall be issued for such
consideration, expressed in dollars (but not less than the par value thereof, if
any) as shall be fixed from time to time by the Board of Directors. Such
consideration may consist in whole or in part of money, other property, tangible
or intangible, or in labor or services actually performed for the corporation,
but neither promissory notes nor future services shall constitute payment or
part payment for shares.
Section 3. Transfer of Shares. Upon surrender to the corporation or to a
transfer agent of the corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and such documentary stamps as may be required by law, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate. Every such transfer of stock shall be
entered on the stock book of the corporation which shall be kept at its
principal office, or by its registrar duly appointed.
Section 4. Transfer Agents, Registrars and Paying Agents. The Board may at its
discretion appoint one or more transfer agents, registrars and agents for making
payment upon any class of stock, bond, debenture or other security of the
corporation.
ARTICLE VI--Indemnification of Officers and Directors
Each director and officer of this corporation shall be indemnified by the
corporation against all costs and expenses actually and necessarily incurred by
him or her in connection with the defense of any action, suit or proceeding in
which he or she may be involved or to which he or she may be made a party by
reason of his or her being or having been such director or officer, except in
relation to matters as to which he or she shall be finally adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty.
ARTICLE VII--Miscellaneous
Section 1. Waivers of Notice. Whenever notice is required by law, by the
articles of incorporation or by these bylaws, a waiver thereof in writing signed
by the director, shareholder or other person entitled to said notice, whether
before or after the time slated therein, or his or her appearance at such
meeting in person or (in the case of a shareholders' meeting) by proxy, shall be
equivalent to such notice.
7
<PAGE>
Section 2. Seal. The corporate seal of the corporation shall be in the form
impressed on the margin hereof.
Section 3. Fiscal Year. The fiscal year of the corporation shall be as
established by the Board of Directors.
Section 4. Amendments. The Board of Directors shall have power to make, amend
and repeal the bylaws of the corporation at any regular meeting of the Board or
at any special meeting called for the purpose.
APPROVED:
DATED: August 31, 1994 /s/ Morris Diamond
--------------------------------------------
Director: Morris Diamond
/s/ Suzanne Luxemberg
--------------------------------------------
Director: Suzanne Luxemberg
/s/ Shirley Diamond
--------------------------------------------
Director: Shirley Diamond
8
BY-LAWS
OF
Ricketts Enterprises International, Inc.
---------------------------------------------------------------------
ARTICLE I - OFFICES
-------------------
The principal office of the corporation in the State of Florida shall
be established and maintained at 1051 Fifth Avenue North, Naples, Florida in the
County of . The corporation may have such other offices, either within or
without the State of incorporation at such place or places as the Board of
Directors from time to time appoint or the business of the Corporation may
require.
ARTICLE II- MEETING OF STOCKHOLDERS
-----------------------------------
SECTION 1. ANNUAL MEETINGS. - Annual meetings of stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting, shall be held at such place, either within or without the State,
and at such time and date as the Board of Directors, by resolution, shall
determine and as set forth in the notice of the meeting. In the event the Board
of Directors fails to so determine the time, date and place of the meeting, the
annual meeting of stockholders shall be held at the registered office of the
corporation on .
If the date of the annual meeting shall fall upon a legal holiday, the
meeting shall be held on the next succeeding business day. At each annual
meeting, the stockholders entitled to vote shall elect a Board of Directors and
may transact such other corporate business as shall be stated in the notice of
the meeting.
SECTION 2. OTHER MEETINGS. - Meetings of stockholders for any purpose
other than the election of directors may be held at such time and place, within
or without the State , as shall be stated in the notice of the meeting.
SECTION 3. Voting. - Each stockholder entitled to vote in accordance
with the terms and provisions of the Certificate of Incorporation and these
By-Laws shall be entitled to one vote, in person or by proxy, for each share of
stock entitled to vote held by such stockholder, but no proxy shall be voted
after three years from its date unless such proxy provides for a longer period.
Upon the demand of any stockholder, the vote for directors and upon any
questions before the meeting shall be by ballot. All elections for directors
shall be decided by plurality vote; all other questions shall be decided by
majority vote except as otherwise provided by the Certificate of Incorporation
or and laws of the State of
<PAGE>
SECTION 4. STOCKHOLDER LIST. - The officer who has charge of the stock
ledger of the corporation shall at least 10 days before each meeting of
stockholders prepare a complete alphabetically addressed list of the
stockholders entitled to vote at the ensuing election, with the number of shares
held by each. Said list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not specified, at the place where the meeting is to be held.
The list shall be available for inspection at the meeting.
SECTION 5. QUORUM. - Except as otherwise required by law, by the
Certificate of Incorporation or by these By-Laws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the corporation
entitled to vote shall constitute a meeting, a majority in interest of the
stockholders entitled to vote thereat, present in person or by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of stock entitled to
vote shall be present. At any such adjourned meeting at which the requisite
amount of stock entitled to vote shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.
SECTION 6. SPECIAL MEETING. - Special meeting of the stockholders, for
any purpose, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the directors
or stockholders entitled to vote. Such request shall state the purpose of the
proposed meeting.
SECTION 7. NOTICE OF MEETINGS. - Written notice, stating the place,
date and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat at his
address as it appears on the records of the corporation, not less than ten nor
more than fifty days before the date of the meeting.
SECTION 8. BUSINESS TRANSACTED. - No business other than that stated in
the notice shall be transacted at any meeting without the unanimous consent of
all the stockholders entitled to vote thereat.
SECTION 9. ACTION WITHOUT MEETING. - Except as otherwise provided by
the Certificate of Incorporation, whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action by any provisions of the statutes or the Certificate of Incorporation or
of these By-Laws, the meeting and vote of stockholders may be dispensed with, if
all the stockholders who would have been entitled to vote upon the action if
such meeting were held shall consent in writing to such corporate action being
taken.
<PAGE>
ARTICLE III - DIRECTORS
-----------------------
SECTION 1. NUMBER AND TERM. - The number of directors shall
be . The directors shall be elected at the annual meeting of
stockholders and each director shall be elected to serve until his successor
shall be elected and shall qualify. The number of directors may not be less than
three except that where all the shares of the corporation are owned beneficially
and of record by either one or two stockholders, the number of directors may be
less than three but not less than the number of stockholders.
SECTION 2. RESIGNATIONS. - Any director, member of a committee or other
officer may resign at any time. Such resignation shall be made in writing, and
shall take effect at the time specified therein, and if no time be specified, at
the time of its receipt by the President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective.
SECTION 3. VACANCIES. - If the office of any director, member of a
committee or other officer becomes vacant, the remaining directors in office,
though less than a quorum by a majority vote, may appoint any qualified person
to fill such vacancy, who shall hold office for the unexpired term and until his
successor shall be duly chosen.
SECTION 4. REMOVAL. - Any director or directors may be removed either
for or without cause at any time by the affirmative vote of the holders of
majority of all the shares of stock outstanding and entitled to vote, at a
special meeting of the stockholders called for the purpose and the vacancies
thus created may be filled, at the meeting held for the purpose of removal, by
the affirmative vote of a majority in interest of the stockholders entitled to
vote.
SECTION 5. INCREASE OF NUMBER. - The number of directors may be
increased by amendment of these By-Laws by the affirmative vote of a majority of
the directors, though less than a quorum, or, by the affirmative vote of a
majority in interest of the stockholders, at the annual meeting or at a special
meeting called for that purpose, and by like vote the additional directors may
be chosen at such meeting to hold office until the next annual election and
until their successors are elected and qualify.
SECTION 6. COMPENSATION. - Directors shall not receive any stated
salary for their services as directors or as members of committees, but by
resolution of the board a fixed fee and expenses of attendance may be allowed
for attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation thereof.
SECTION 7. ACTION WITHOUT MEETING. - Any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting, if prior of such action a written
consent thereto is signed by all members of the board, or of such committee as
the case may be, and such written consent is filed with the minutes of
proceedings of the board or committee.
<PAGE>
ARTICLE IV - OFFICERS
---------------------
SECTION 1. OFFICERS. - The officers of the corporation shall consist of
a President, a Treasurer, and a Secretary, and shall be elected by the Board of
Directors and shall hold office until their successors are elected and
qualified. In addition, the Board of Directors may elect a Chairman, one or more
Vice Presidents and such Assistant Secretaries and Assistant Treasurers as it
may deem proper. None of the officers of the corporation need be directors. The
officers shall be elected at the first meeting of the Board of Directors after
each annual meeting. More than two offices may be held by the same person.
SECTION 2. OTHER OFFICERS AND AGENTS. - The Board of Directors may
appoint such officers and agents as it may deem advisable, who shall hold their
offices for such terms and shall exercise such power and perform such duties as
shall be determined from time to time by the Board of Directors.
SECTION 3. CHAIRMAN. - The Chairman of the Board of Directors if one be
elected, shall preside at all meetings of the Board of Directors, and he shall
have and perform such other duties as from time to time may be assigned to him
by the Board of Directors.
SECTION 4. PRESIDENT. -- The President shall be the chief executive
officer of the corporation and shall have the general powers and duties of
supervision and management usually vested in the office of President of a
corporation. He shall preside at all meetings of the stockholders if present
thereat, and in the absence or non-election of the Chairman of the Board of
Directors, at all meetings of the Board of Directors, and shall have general
supervision, direction and control of the business of the corporation. Except as
the Board of Directors shall authorize the execution thereof in some other
manner, he shall execute bonds, mortgages, and other contracts in behalf of the
corporation. Except as the Board of Directors shall authorize the execution
thereof in some other manner, he shall execute bonds, mortgages, and other
contracts in behalf of the corporation, and shall cause the seal to be affixed
to any instrument requiring it, and when so affixed the seal shall be attested
by the signature of the Secretary or the Treasurer or an Assistant Secretary or
an Assistant Treasurer.
SECTION 5. VICE PRESIDENT. - Each Vice President shall have such powers
and shall perform such duties as shall be assigned to him by the directors.
SECTION 6. TREASURER. - The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipt and disbursements in books belonging to the corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the corporation as may be ordered by
the Board of Directors, or the President, taking proper vouchers for such
disbursements. He shall render to the President and Board of Directors at the
regular meetings of the Board of Directors, or whenever they may request it, an
account of all his transactions as Treasurer and of the financial condition of
the corporation. If required by the Board of Directors, he shall give the
corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the board shall prescribe.
SECTION 7. SECRETARY. - The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by law or by these By- Laws, and in case of his absence or refusal or
neglect to do so, any such notice may be given by any person thereunto directed
by the President, or by the directors, or stockholders, upon whose
<PAGE>
requisition the meeting is called provided in the By-Laws. He shall record all
the proceedings of the meetings of the corporation and of directors in a book to
be kept for that purpose and shall affix the seal to all instruments requiring
it, when authorized by the President, and attest the same.
SECTION 8. ASSISTANT TREASURERS & ASSISTANT SECRETARIES. - Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the directors.
ARTICLE V
---------
SECTION 1. CERTIFICATE OF STOCK. - Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the chairman or vice chairman of the board of directors,
or the president or a vice-president and the treasurer or an assistant
treasurer, or the secretary of the corporation, certifying the number of shares
owned by him in the corporation. If the corporation shall be authorized to issue
more than one class of stock or more than one series of any class, the
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof, and the qualifications,
limitations, or restrictions of such preferences and/or rights shall be set
forth in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock, provided
that, there may be set forth on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock, a statement
that the corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights. Where a certificate is countersigned (1) by a transfer agent other than
the corporation or its employee, or (2) by a registrar other than the
corporation or its employee, the signatures of such officers may be facsimiles.
SECTION 2. LOST CERTIFICATES. - New certificates of stock may be issued
in the place of any certificate therefore issued by the corporation, alleged to
have been lost or destroyed, and the directors may, in their discretion, require
the owner of the lost of destroyed certificate or his legal representatives, to
give the corporation a bond, in such sum as they may direct, not exceeding
double the value of the stock, to indemnify the corporation against it on
account of alleged loss of any such new certificate.
SECTION 3. TRANSFER OF SHARES. - The shares of stock of the corporation
shall be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the corporation by the delivery
thereof to the person in charge of the stock and transfer books and ledgers, or
to such other persons as the directors may designate, by whom they shall be
cancelled, and new certificates shall thereupon be issued. A record shall be
made of each transfer and whenever a transfer shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer.
SECTION 4. STOCKHOLDERS RECORDS DATE. - In order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion, or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance a record date, which shall not be more than sixty nor less then ten
days before the day of such meeting, nor more
<PAGE>
than sixty days prior to any other action. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
SECTION 5. DIVIDENDS. - Subject to the provisions of the Certificate of
Incorporation the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividends there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the corporation.
SECTION 6. SEAL. - The corporate seal shall be circular in form and
shall contain the name of the corporation, the year of its creation and the
words "CORPORATE SEAL STATE OF FLORIDA." Said seal may be used by causing it or
a facsimile thereof to be impressed or affixed or otherwise reproduced.
SECTION 7. FISCAL YEAR. - The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.
SECTION 8. CHECKS. - All checks, drafts, or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the corporation shall be signed by officer or officers, agent or agents of
the corporation, and in such manner as shall be determined from time to time by
resolution of the Board of Directors.
SECTION 9. NOTICE AND WAIVER OF NOTICE. - Whenever any notice is
required by these By-Laws to be given, personal notice is not meant unless
expressly stated, and any notice so required shall be deemed to be sufficient if
given by depositing the same in the United States mail, postage prepaid,
addressed to the person entitled thereto at his address as it appears on the
records of the corporation, and such notice shall be deemed to have been given
on the day of such mailing. Stockholders not entitled to vote shall not be
entitled to receive notice of any meetings except as otherwise provided by
statute.
Whenever any notice whatever is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the corporation or these By-Laws, a waiver thereof in writing
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed proper notice.
ARTICLE VI - AMENDMENTS
-----------------------
These By-Laws may be altered and repealed, and By-Laws may be made at
any annual meeting of stockholders or at any special meeting thereof if notice
thereof is contained in the notice of such special meeting by the affirmative
vote of a majority of the stock issued and outstanding or entitled to vote
thereat, or by the regular meeting of the Board of Directors, if notice of such
special meeting by the affirmative vote of a majority of the stock issued and
outstanding or entitled to vote thereat, or by the regular meeting of the Board
of Directors, if notice thereof is contained in the notice of such special
meeting.
BAP ACQUISITION CORP.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
20,000,000 shares authorized
NUMBER SHARES
THIS CERTIFIES that SEE REVERSE SIDE FOR CERTAIN DEFINITIONS
CUSP 055247 10 0
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK $.001 PAR VALUE
_____________________________BAP ACQUISITION CORP.______________________________
Transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid unless countersigned by the transfer
agent and registered by the registrar.
WITNESS the facsimile seal of the corporation and the facsimile
signatures of the duly authorized officers.
Dated:
/s/ Una M. Ricketts [SEAL] /s/ Garfield Ricketts
Secretary Chairman
Registered and Countersigned
OXFORD TRANSFER & REGISTRAR AGENCY, INC.
1130 S.W. Morrison, Suite 250 Portland, OR 97205
by ___________________________________
Authorized Officer
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to the applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entities
JT TEN - as joint tenants with the right of survivorship and not as tenants
in common
UNIF.GIF.MIN ACT--...............Custodian..........................
(CUST) (Minor)
under the Uniform Gifts to Minors Act............
(State)
Additional abbreviations may also be used though not in the above list.
For value received,__________hereby sell, assign, and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- -----------------------------------------
| |
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
__________________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint______________________________________________
Attorney to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated,_____________________
--------------------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN ON THE FACE OF THE CERTIFICATE ON EVERY
PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
WHATEVER.
AGREEMENT AND PLAN OF REORGANIZATION
------------------------------------
THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of July 1,
1995, made and entered into by and among BAP Acquisition Corp., a corporation
organized and existing under the laws of the State of Delaware (hereinafter
called "BAP", and those persons set forth on Exhibit "A" hereof (hereinafter
called "Sellers").
W I T N E S S E T H:
--------------------
WHEREAS, BAP and Sellers deem it advisable that a
reorganization be effected consisting of the acquisition by BAP from Sellers of
all of the issued and outstanding shares of common stock of Ricketts Enterprises
International, Inc., a corporation organized and existing under the laws of the
State of Florida (hereinafter called "Ricketts"), all in accordance with the
applicable statutes of the States of Delaware and Florida and upon the terms and
subject to the conditions set forth in this Agreement and Plan of Reorganization
(hereinafter called the "Agreement"), for the purpose of carrying out a tax-free
reorganization within the meaning of the Internal Revenue Code of 1986, as
amended.
NOW, THEREFORE, BAP and Sellers each in consideration that the
other join herein, hereby represent, warrant and agree as follows:
1. Exchange of Shares. Subject to the terms and conditions
hereof, and in reliance on the respective representations and warranties of each
party to the other hereunder, BAP agrees to issue its shares to Sellers and
Sellers agree to assign, transfer and deliver to BAP at the Closing (as defined
in paragraph 5 below) all of the issued and outstanding shares of common stock
of Ricketts. Sellers will assign, transfer and deliver the number of shares set
opposite their names on Exhibit "A".
2. Exchange Ratio. The total shares to be issued to Sellers
shall be 3,500,000 restricted shares of common stock, $.001 par value of BAP.
3. Representations. Warranties and Agreements of Sellers.
Sellers jointly and severally represent and warrant to and agree with BAP that:
<PAGE>
(a) Ricketts is duly organized and existing under the
laws of the State of Florida and is in good standing, and is
authorized and qualified to own and operate its properties and
assets and conduct its business as, and in all jurisdictions
where, such properties and assets are owned and operated and
such business conducted. Ricketts has duly filed any and all
certificates and reports required to be filed to date by the
laws of Florida and any other applicable law.
(b) Ricketts has authorized 1000 shares of common
stock, no par value, of which 1,000 shares of common stock are
issued and outstanding. All such outstanding shares were
validly issued and are fully paid and non assessable, and free
from any restrictions, liens, encumbrances, rights, title and
interests in others. There are no other shares of stock,
convertible or other securities, or rights, warrants or
options with respect to any share of stock or securities of
Ricketts authorized, issued or out-standing.
(c) Neither Ricketts nor any of its directors,
officers, agents or employees, is in material violation of any
applicable law, rule, regulation or requirement of any
governmental authority in any way relating to Ricketts's
business or operations. Consummation of the transactions
contemplated hereby, and continuation of Ricketts's business
in the same manner as heretofore conducted by it will be in
material compliance with all presently applicable laws, rules,
regulations and requirements of all governmental authorities
without the necessity for any license or permit or other
action or permission in the nature thereof, or any
registration with, or consent of, any governmental authority.
(d) Ricketts is not in default under or in violation
of any provision of its Articles of Incorporation or Bylaws
and Ricketts is not in material default under or in violation
of any restriction, lien, encumbrance, indenture, contract,
lease, sublease, loan agreement, note or other obligation or
liability relating to Ricketts's business, to which it is a
party or by which it is bound, or to which its assets are
subject. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby
will conflict with or result in a breach of or constitute a
default under any provision of the Articles of
<PAGE>
Incorporation or Bylaws of Ricketts or any restriction, lien,
encumbrance, indenture, contract, lease, sublease, loan
agreement, note or other material obligation or liability to
which Sellers or it is a party or by which Sellers or it is
bound, or to which any of their or its assets are subject, or
result in the creation of any lien or encumbrance upon said
assets.
(e) Ricketts's audited financial statements dated
December 31, 1994 and unaudited financial statements dated
June 30, 1995, which are attached hereto as Exhibit "B" are
correct and complete and fairly present the financial
condition of Ricketts at the dates described therein, and have
been prepared in accordance with generally accepted accounting
principles consistently applied.
(f) Except as shown on Exhibit "B", Ricketts has no
liabilities of any nature, whether absolute, accrued,
contingent or otherwise, including, without limitation, any
tax liabilities, other than liabilities incurred after
December 31, 1994, in the ordinary course of business as a
result of transactions or occurrences which do not and will
not either singularly or in the aggregate have a material
adverse effect on the financial or business condition of
Ricketts. The properties and assets presently owned by
Ricketts include all properties and assets of every kind,
class and description, real and personal, tangible and
intangible, known and unknown, or shown on the books of or
used in the business of Ricketts and all properties and assets
in which Ricketts had any right, title or interest on June 30,
1995, except as changed in the ordinary course of business,
none of such changes being materially adverse.
(g) All buildings, fixtures and equipment owned or
used by Ricketts are in reasonably good and sound condition
and are in compliance with all laws, rules, regulations and
requirements of governmental authorities.
(h) Ricketts enjoys peaceful and undisturbed
possession under all leases to which it is a party. All such
leases are valid, freely assignable and enforceable in
accordance with their terms, and no party thereto is in
default thereunder.
<PAGE>
(i) No one other than Ricketts has any right, title,
interest, restriction, lien or encumbrance in, on or to the
business conducted by it.
(j) Ricketts does not have any material obligation,
liability, contract, agreement, lease, sublease, commitment or
understanding of any kind, nature, or description, fixed or
contingent, due or to become due, existing or inchoate, other
than those reflected in Exhibit "B".
(k) Except as disclosed on Exhibit "B", there are no
suits or proceedings at law or in equity, or before any
governmental agency or arbitrator, pending, or to the
knowledge of Sellers, threatened, anticipated or contemplated,
which in any way adversely affects Ricketts or its business
and there are no unsatisfied or outstanding judgments, orders,
decrees or stipulations affecting Ricketts or its assets or to
which Ricketts is or may become a party which in any way
affects Ricketts. There are no claims against Sellers or
Ricketts pending, or to the knowledge of Sellers, threatened,
anticipated or contemplated, which, if valid, would constitute
or result in a breach of any representation, warranty or
agreement set forth herein.
(1) To the best of the knowledge of the Sellers,
since the date of Incorporation of Ricketts:
(i) Neither Ricketts nor any of its current
or former directors, officers or employees nor any
third party acting on behalf of Ricketts have,
directly or indirectly, made any bribes, kickbacks,
or any other payments of a similar or comparable
nature, whether lawful or not, to any person or
entity, public or private, regardless of form,
whether in money, property or services, to obtain
favorable treatment in securing business or to obtain
special concessions or to pay for favorable treatment
for business already secured or for special
concessions already obtained;
<PAGE>
(ii) No funds or property of any kind of
Ricketts was donated, loaned, or made available,
directly or indirectly, for the benefit of, or for
the purpose of opposing, any government or
subdivision thereof, political party, candidate or
committee, either domestic or foreign;
(iii) No officer, employee, contractor or
agent of Ricketts was compensated, directly or
indirectly, by Ricketts for time spent or expenses
incurred in performing services for the benefit of,
or for the purpose of opposing, any government or
subdivision thereof, political party, candidate or
committee, either domestic or foreign;
(iv) Ricketts has not made any loan,
donation, or other disbursement, directly or
indirectly, to officers or employees of Ricketts or
others for contributions made, or to be made,
directly or indirectly, for the benefit of, or for
the purpose of opposing, any government or
subdivision thereof, political party, candidate or
committee, either domestic or foreign; and
(v) Ricketts has not, or any other entity
acting on behalf of Ricketts maintained or maintains
a bank account, or any other account of any kind
whether domestic or foreign, which account was not
reflected in the corporate books and records, or
which account was not listed, titled or identified in
the name of Ricketts.
(m) Since June 30, 1995, there has not been:
(i) Any material adverse change in the
properties, assets, business, affairs or prospects of
Ricketts nor, to the knowledge of Sellers, are any
such changes threatened, anticipated, or
contemplated;
(ii) Any actual or, to the knowledge of
Sellers, threatened, anticipated, or contemplated
damage, destruction, loss, conversion, termination,
cancellation, default or taking by eminent domain or
other action by governmental authority
<PAGE>
which has affected or may hereafter affect the
properties, assets, business, affairs or prospects of
Ricketts;
(iii) Any material and adverse dispute,
pending or, to the knowledge of Sellers, threatened,
anticipated or contemplated of any kind with any
customer, supplier, source of financing, employee,
landlord, subtenant or licensee of Ricketts or any
pending or, to the knowledge of Sellers, threatened,
anticipated or contemplated occurrence or situation
of any kind, nature or description which is
reasonably likely to result in any reduction in the
amount, or any change in the terms or conditions, of
the business with any substantial customer, supplier
or source of financing;
(iv) Any pending or, to the knowledge of
Sellers, threatened, anticipated or contemplated
occurrence or situation of any kind, nature or
description peculiar to the business of Ricketts and
materially and adversely affecting the properties,
assets, business affairs or prospects of Ricketts; or
(v) Any reduction of capital, redemption of
stock or dividend or distribution with respect to
stock by Ricketts.
(n) Sellers have not taken any action which may
result in BAP having any responsibility, obligation, or
liability for any finder or broker fees, commission or other
compensation payable in connection with any of the
transactions contemplated hereby.
(o) Ricketts's Board of Directors has Authorized the
execution, delivery and performance of this Agreement by
Sellers. All present and previous stockholders, directors and
officers of Ricketts will at any time or from time to time
hereafter execute whatever minutes of meetings or other
instruments and take whatever action BAP may deem necessary or
desirable to effect, perfect or confirm of record or otherwise
in BAP, full right, title and interest in and to the business,
properties and assets of Ricketts or to carry out the intent
and purpose of the transactions contemplated hereby.
<PAGE>
(p) The corporate record books of Ricketts are in
good order, complete, accurate, up to date, with all necessary
signatures, and set forth all meetings and actions taken by
the stockholders and directors, including all actions set
forth in all certificates of votes of stockholders or
directors furnished to anyone at any time. The copies of
Ricketts's Articles of Incorporation and Bylaws which have
been delivered to BAP are complete and correct.
(q) The stock transfer books and stock ledgers of
Ricketts are in good order, complete, accurate, and up to
date, and with all necessary signatures, and set forth all
stock and securities issued, transferred and surrendered. No
duplicate certificate has been issued at any time heretofore.
No transfer has been made without surrender of the proper
certificate duly endorsed. All certificates surrendered have
been duly canceled and are attached to the proper stubs with
all necessary stock powers attached thereto.
(r) Ricketts owns all assets, properties, real
estate, equipment, material, inventory, raw materials,
copyrights, rights of reproduction, trademarks, trade names,
trademark applications, service marks, patent applications,
patents, and patent license rights, all whether registered or
unregistered, U.S. or foreign, inventions, franchises,
discoveries, ideas, research, engineering, methods, practices,
processes, systems, formulas, designs, drawings, products,
projects, permits, improvements, developments, know-how, and
trade secrets which are used in or necessary for the conduct
of its business, without conflict with or infringement of any,
and subject to no restriction, lien, encumbrance, right, title
or interest in others. All of the foregoing stand in the name
of Ricketts and not in the name of any stockholder, director,
officer, agent, partner or employee or anyone else known to
Sellers, and none of the same have any right, title, interest,
restriction, lien or encumbrance therein, or thereon or
thereto.
(s) Sellers are the owners, free and clear of any
claim, lien, charge or encumbrance or restriction, of all of
the issued and outstanding shares of common stock of Ricketts
and Sellers now have and will have, at the Closing, full power
and authority and the legal right to sell such shares to BAP
pursuant to this Agreement.
<PAGE>
(t) Sellers have not made any material misstatement
of fact or omitted to state any material fact necessary or
desirable to make complete, accurate and not misleading every
representation, warranty and agreement set forth herein.
(u) Since June 30, 1995, there has not been:
(i) Any increase in the compensation,
including, but not limited to, bonus or percentage
compensation payments, payable to or to become
payable by Ricketts to any of its officers, employees
or agents; or
(ii) Any labor strike or demands for
collective bargaining directly affecting Ricketts.
(v) The assets of Ricketts on the Closing Date shall
include current assets, inventory, machinery and equipment,
office furniture and fixtures, good will, leases and other
assets set forth on Exhibit "B".
(w) For a minimum of three years following the Close,
Sellers will cause BAP to timely file with the Securities and
Exchange Commission pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934, a Form 10-K for the end of
each fiscal year and a Form 10-Q for each of the first three
quarters of each year, and during such period will not cause
BAP to file a Form 15 pursuant to either Rule 12h-3 or 15d-6
electing to suspend its duty to file. Sellers will also cause
BAP to hold an annual meeting of shareholders for the election
of directors within 180 days after the end of each fiscal year
end, and within 180 days after the end of each fiscal year
end, will provide BAP's shareholders with the audited
financial statements of BAP as of the end of the fiscal year
just completed prior thereto. Such financial statements shall
be those required by Rule 14a-3 under the Securities Exchange
Act of 1934, and shall be included in an annual report meeting
the requirements of such Rule. In addition, Sellers agree that
within 30 days of the Close, they will cause BAP to submit
information about BAP to be included in various securities
manuals, including Moody's Over-the-Counter Manual and/or
Standard & Poor's Standard Corporation Records to facilitate
the secondary trading in BAP's common shares.
<PAGE>
(x) No information furnished by Sellers to be used
in connection with any filing with the Securities and Exchange
Commission will contain when made or furnished, any untrue
statement of a material fact or omits or will omit to state
any material fact necessary to make the statements contained
therein not misleading.
(y) Each of the representations, warranties and
agreements of Sellers is true and correct in every respect as
of the date hereof. Sellers will exonerate and indemnify BAP
against all claims, suits, obligations, liabilities and
damages, including, without limitation of the foregoing,
reasonable attorney's fees, based upon, arising out of or
resulting from any breach of any of the representations,
warranties or agreements of Sellers herein or any certificate
delivered pursuant hereto, or non fulfillment of any of their
undertakings hereunder or thereunder or any actual or alleged
occurrence or situation in any way inconsistent herewith or
therewith.
(z) Every representation, warranty and agreement of
Sellers set forth in this Agreement, and any certificate
delivered pursuant hereto and every one of the rights and
remedies of BAP for any one or more breaches hereof shall
survive and not be deemed waived by the Closing for a period
of two years after the Closing, and shall be effective
regardless of any investigation that may have been made at any
time by or on behalf of BAP.
4. Representations. Warranties and Agreements of BAP.
BAP represents and warrants to and agrees with Sellers that:
(a) BAP is duly organized and validly existing under
the laws of the State of Delaware and is in good standing, and
is authorized and qualified to own and operate its properties
and assets and conduct its business as, and in all
jurisdictions where, such properties and assets are owned and
operated and such business conducted. BAP has duly filed any
and all certificates and reports required to be filed to date
by the laws of Delaware and any other applicable law.
<PAGE>
(b) The shares of BAP's common stock to be issued and
delivered to Sellers pursuant to this Agreement will, upon
issuance and delivery pursuant hereto be duly authorized,
validly issued, fully paid and non assessable.
(c) BAP has full right, power and authority to
execute, deliver and perform the terms of this Agreement. This
Agreement has been duly authorized by BAP and, when approved
by its shareholders, will constitute the binding obligation
enforceable in accordance with its terms.
(d) BAP has authorized 20,000,000 shares of common
stock, $0.001 par value per share, of which 11,553,100 shares
of common stock are issued and outstanding. Prior to, or at
the Closing, the outstanding shares of BAP common stock shall
be reduced so that at the Closing there will be 4,655,310
shares of common stock issued and outstanding. All such
outstanding shares were validly issued and are fully paid and
non-assessable. There are no other shares of stock,
convertible or other securities, or rights, warrants or
options with respect to any shares of stock or securities of
BAP authorized, issued or outstanding. BAP has not granted any
right of first refusal or any option to any underwriter,
finder, broker or participant.
(e) BAP's audited financial statements dated
September 30, 1994 and unaudited financial statements dated
June 30, 1995, which are attached hereto as Exhibit "C" are
correct and complete and fairly present the financial
condition of BAP at the dates described therein, and have been
prepared in accordance with generally accepted accounting
principles consistently applied.
(f) BAP is not in default under or in violation of
any provision of its Certificate of Incorporation or Bylaws
and BAP is not in material default under or in violation of
any restriction, lien, encumbrance, indenture, contract,
lease, sublease, loan agreement, note or other obligation or
liability relating to BAP's business, to which it is a party
or by which it is bound, or to which its assets are subject.
Neither the execution and delivery of this Agreement nor
consummation of the transactions contemplated hereby will
conflict with or
<PAGE>
result in a breach of or constitute a default under any
provision of BAP's Certificate of Incorporation or Bylaws or
any restriction, lien, encumbrance, indenture, contract,
lease, sublease, loan agreement, note or other material
obligation or liability to which it is a party or by which it
is bound, or to which any of its assets are subject, or result
in the creation of any lien encumbrance upon its assets.
(g) BAP has not taken any action which may result in
Sellers having any responsibility, obligation or liability for
any finder or broker fees, commission or other compensation
payable in connection with any of the transactions
contemplated hereby.
(h) Neither BAP nor any of its directors, officers,
agents or employees, is in material violation of any
applicable law, rule, regulation or requirement of any
governmental authority in any way relating to BAP's business
or operations. BAP has filed all reports with the Securities
and Exchange Commission which have been required to be filed
pursuant to either the Securities Act of 1933 or the
Securities Exchange Act of 1934. None of such reports
contained when made or furnished, any untrue statement of a
material fact or omitted to state any material fact necessary
to make the statements contained therein not misleading.
Consummation of the transactions contemplated hereby will be
in compliance with all presently applicable laws, rules,
regulations and requirements of all governmental authorities
without the necessity for any license or permit or other
action or permission in the nature thereof, or any
registration with, or consent of, any governmental authority.
(i) Except as shown on Exhibit "C," BAP has no
liabilities of any nature, whether absolute, accrued,
contingent or otherwise, including, without limitation, any
tax liabilities, other than liabilities incurred after
September 30, 1994, in the ordinary course of business as a
result of transactions or occurrences which do not and will
not either singularly or in the aggregate have a material
adverse effect on the financial or business condition of BAP.
The properties and assets presently owned by BAP include all
properties and assets of every kind, class and description,
real and personal, tangible and intangible, known and
<PAGE>
unknown, or shown on the books of or used in the business of
BAP and all properties and assets in which BAP had any right,
title or interest on June 30, 1994, except as changed in the
ordinary course of business, none of such changes being
materially adverse.
(j) BAP does not have any material obligation,
liability, contract, agreement, lease, sublease, commitment or
understanding of any kind, nature, or description, fixed or
contingent, due or to become due, existing or inchoate, other
than those reflected in Exhibit "C".
(k) There are no suits or proceedings at law or in
equity, or before any governmental agency or arbitrator,
pending, or to the knowledge of BAP's officers, threatened,
anticipated or contemplated, which in any way adversely
affects BAP and there are no unsatisfied or outstanding
judgments, orders, decrees or stipulations affecting BAP or
its assets or to which BAP is or may become a party which in
any way affects BAP. There are no claims against BAP pending,
or to the knowledge of BAP's officers, threatened, anticipated
or contemplated, which, if valid, would constitute or result
in a breach of any representation, warranty or agreement set
forth herein.
(l) To the best of the knowledge of BAP, since the
date of Incorporation of BAP:
(i) Neither BAP nor any of its current or
former directors, officers or employees nor any third
party acting on behalf of BAP have, directly or
indirectly, made any bribes, kickbacks, or any other
payments of a similar or comparable nature, whether
lawful or not, to any person or entity, public or
private, regardless of form, whether in money,
property or services, to obtain favorable treatment
in securing business or to obtain special concessions
or to pay for favorable treatment for business
already secured or for special concessions already
obtained;
<PAGE>
(ii) No funds or property of any kind of BAP
was donated, loaned, or made available, directly or
indirectly, for the benefit of, or for the purpose of
opposing, any government or subdivision thereof,
political party, candidate or committee, either
domestic or foreign;
(iii) No officer, employee, contractor or
agent of BAP was compensated, directly or indirectly,
by BAP for time spent or expenses incurred in
performing services for the benefit of, or for the
purpose of opposing, any government or subdivision
thereof, political party, candidate or committee,
either domestic or foreign;
(iv) BAP has not made any loan, donation, or
other disbursement, directly or indirectly, to
officers or employees of BAP or others for
contributions made, or to be made, directly or
indirectly, for the benefit of, or for the purpose of
opposing, any government or subdivision thereof,
political party, candidate or committee, either
domestic or foreign; and
(v) BAP has not, or any other entity acting
on behalf of BAP maintained or maintains a bank
account, or any other account of any kind whether
domestic or foreign, which account was not reflected
in the corporate books and records, or which account
was not listed, titled or identified in the name of
BAP.
(m) The corporate record books of BAP are in good
order, complete, accurate, up to date, with all necessary
signatures, and set forth all meetings and actions set forth
in all certificates of votes of stockholders or directors
furnished to anyone at any time. The copies of BAP's
Certificate of Incorporation and Bylaws which have been
delivered to Sellers are complete and correct.
(n) The stock transfer books and stock ledgers of BAP
are in good order, complete, accurate, and up to date, and
with all necessary signatures, and set forth all stock and
securities issued, transferred and surrendered. No duplicate
certificate has been issued at any time heretofore without an
indemnity agreement and/or bond being posted.
<PAGE>
No transfer has been made without surrender of the proper
certificate duly endorsed. All certificates so surrendered
have been duly canceled and are attached to the proper stubs
with all necessary stock powers attached thereto.
(o) BAP has filed with the appropriate governmental
agencies all tax returns required to be filed by it and there
are no unpaid assessments nor, to the best of BAP's knowledge,
proposed assessments of Federal, state or local taxes pending
against BAP. All liability for taxes shown on Federal and
State tax returns filed have been paid or the liability there
for has been provided for in the attached financial
statements, and all Federal and state income or franchise
taxes for periods subsequent to the periods covered by said
returns likewise have been paid or adequately accrued except
for current year taxes not yet due.
(p) The Board of Directors' Meeting provided for in
paragraph 6 will be duly called, convened and conducted in
accordance with all applicable requirements of the corporation
laws of the State of Delaware and in accordance and compliance
with all applicable provisions of the Certificate of
Incorporation and Bylaws of BAP and the resolutions to be
adopted by the Board of Directors at the Board of Directors'
Meeting when adopted, will constitute the duly authorized
actions of BAP and will be in full force and effect as of the
Closing date hereof.
(q) No information furnished by BAP to be used in
connection with any filing to be made with the Securities and
Exchange Commission will contain when made or furnished, any
untrue statement of a material fact or will omit to state a
material fact necessary to make the statements contained
therein not misleading.
(r) Each of the representations, warranties and
agreements of BAP is true and correct in every respect as of
the date hereof. BAP will exonerate and indemnify Sellers
against all claims, suits, obligations, liabilities and
damages, including, without limitation of the foregoing,
reasonable attorney's fees, based upon, arising out of or
resulting from any breach of any of the representations,
warranties or agreements of BAP herein or any
<PAGE>
certificate delivered pursuant hereto, or non fulfillment of
any of its undertakings hereunder or thereunder, or any actual
or alleged occurrence or situation in any way inconsistent
herewith or therewith.
(s) Every representation, warranty and agreement of
BAP set forth in this Agreement, and any certificate delivered
pursuant hereto and every one of the rights and remedies of
Sellers for any one or more breaches hereof shall survive and
not be deemed waived by the Closing for a period of two years
after the Closing, and shall be effective regardless of any
investigation that may have been made at any time by or on
behalf of Sellers.
5. The Closing.
------------
(a) The exchange of Sellers' shares in Ricketts to
BAP shall occur at such time and place as shall be fixed by
the mutual consent of the parties. However such date shall be
no later than ten (10) days following the completion and
delivery of the audited financial statements of Ricketts. Said
date is herein sometimes called the "Closing".
(b) At the Closing:
(i) Sellers shall deliver to BAP
certificates evidencing not less than 100% of the
issued and outstanding shares of Ricketts, in each
case duly endorsed for transfer in blank or
accompanied by a blank stock power or with such other
endorsements or instruments of transfer as BAP may
reasonably request, together with other documents and
matters referred to in subparagraphs (a)(ii), and
(iii) of paragraph 7; and
(ii) BAP shall deliver certificates to
Sellers representing the shares of common stock of
BAP to be delivered pursuant to Paragraph 2 hereof,
together with other documents and matters referred to
in subparagraph (b)(ii) of paragraph 7.
<PAGE>
6. Actions Prior to Closing.
-------------------------
(a) After the date of this Agreement and prior to the
Closing and except as may be first approved in writing by BAP
or Sellers as the case may be, or as otherwise permitted or
contemplated by this Agreement:
(i) The business of BAP and Ricketts shall
be conducted only in the usual and ordinary course
without the creation of indebtedness for money
borrowed, except in the ordinary course of business;
(ii) No change shall be made in the Articles
of Incorporation or Bylaws of BAP or Ricketts;
(iii) No shares of stock of any class of BAP
or Ricketts shall be authorized for issuance or
issued or delivered from treasury and no agreement
for such issuance or delivery thereof shall be
entered into;
(iv) No dividend or other distribution in of
and no redemption of any shares of stock of any class
shall be made by either BAP or Ricketts;
(v) No increases shall be made in the
compensation (including any bonus or profit-sharing
payment) payable or to become payable by either BAP
or Ricketts to an employee;
(vi) No contract or commitment shall be
entered into by or on behalf of BAP or Ricketts
except in the ordinary course of business;
(vii) Each party will continue in effect
present insurance coverage on all its properties,
assets, business and personnel;
(viii) No general increases shall be made in
wages or benefits of any group of employees as a
result of collective bargaining or otherwise; and
(ix) Neither BAP or Ricketts will (so far as
within its control and except in the ordinary course
of business) subject any property or assets to any
material lien, claim, charge, option or encumbrance
nor will it do or omit to do any act
<PAGE>
which will cause a material breach in any contract,
agreement, lease, commitment or obligation to which
it is a party or by which it is bound.
( b) The parties agree that each of them will fully
cooperate each with the other and their respective counsel and
accountants in connection with any steps required to be taken
as part of their obligations under this Agreement.
(c) BAP will call a meeting of its Board of Directors
for the purpose of voting upon and authorizing this Agreement
and the transactions contemplated hereby. At such meeting the
directors shall be asked to consider and vote upon the
following actions:
(i) Approval to issue shares of common stock
to Sellers pursuant to this Agreement.
(ii) Resignation of current directors and
election of Sellers' designates as directors of BAP.
(iii) Approval of this Agreement.
(d) BAP will obtain the consent of shareholders
owning at least a majority of the outstanding common shares
(which consent shall be conditioned on the Closing) for the
following actions:
(i) Amending the Certificate of
Incorporation to change the name of the corporation
to REI, Inc.
(ii) Amending the Certificate of
Incorporation to decrease the authorized and issued
and outstanding shares of common stock by ratio of
ten (10) to on (1) and after such decrease to
increase the number of authorized shares of common
stock to 20,000,000.
(iii) Electing Sellers designates as
directors of BAP.
7. Conditions of BAP's and Sellers' Performance.
---------------------------------------------
(a) The obligation of BAP to consummate this
Agreement is subject to the satisfaction at the Closing, by
BAP in writing, of each of the following conditions:
<PAGE>
(i) All proceedings taken in connection with
the transactions contemplated herein and all
instruments and documents required in connection
therewith or incident thereto shall be satisfactory
in form to legal counsel for BAP.
(ii) The representations and warranties of
Sellers contained in this Agreement or in any
certificate or document delivered to BAP pursuant
hereto shall be deemed to have been made again at the
Closing and shall then be true in all material
respects; Sellers shall have performed and complied
with all agreements and conditions required by this
Agreement to be performed or complied with by them
prior to or at the Closing; and BAP shall have been
furnished with certificates of appropriate officers
of Ricketts dated at the Closing date, certifying to
the fulfillment of the foregoing conditions and
further certifying that neither Ricketts or Sellers
are parties to any litigation or have knowledge of
any claim, brought or threatened, seeking to recover
damages or to prevent Ricketts or Sellers from
continuing to use Ricketts's assets or to conduct its
business in the manner the same were used or
conducted prior thereto, and which litigation or
claim is likely to result in any judgment, order,
decree or settlement which will materially and
adversely affect the financial condition or business
of Ricketts.
(iii) Sellers shall have executed and
delivered to BAP investment letters in the form set
forth in Exhibit "D" hereto.
(iv) Owners of not less than 100% of the
issued and outstanding shares of common stock of
Ricketts shall have executed this Agreement either
personally or pursuant to power of attorney.
(b) The obligation of Sellers to consummate this
Agreement is subject to the satisfaction at the Closing, or
waiver by Sellers in writing, of each of the following
conditions:
<PAGE>
(i) All proceedings taken in connection with
the transactions contemplated herein and all
instruments and documents required in connection
therewith or incident thereto shall be satisfactory
in form to counsel for Sellers.
(ii) The representations and warranties of
BAP contained in this Agreement or in any certificate
or document delivered to Sellers pursuant hereto
shall be deemed to have been made again at the
Closing and shall then be true in all material
respects; BAP shall have performed and complied with
all agreements and conditions required by this
Agreement to be formed or complied with by it prior
to or at the Closing; and Sellers shall have been
furnished with certificates of appropriate officers
of BAP dated at the Closing date, certifying to the
fulfillment of the foregoing conditions and further
certifying that BAP is not a party to any litigation
or has knowledge of any claim, brought or threatened,
seeking to recover damages or to prevent BAP from
continuing to use its assets or to conduct its
business in the manner the same were used or
conducted prior thereto, and which litigation or
claim is likely to result in any judgment, order,
decree or settlement which will materially and
adversely affect the financial condition or business
of BAP.
(iii) BAP's directors shall have resigned
and appointed Seller's designates as directors.
8. Termination and Amendment.
--------------------------
(a) This Agreement may be terminated by either party
upon written notice if the Closing referred to in Section 5
hereof shall not have occurred on or prior to September 30,
1995.
(b) This Agreement may be terminated by either party
at any time prior to the time fixed for Closing in Section 5
hereof upon written notice to the other party:
<PAGE>
(i) If the representations, warranties and
agreements or conditions of this Agreement to be
complied with or performed by Sellers (in the case of
BAP) or BAP (in the case of Sellers) on or before the
Closing shall not, in any material respect have been
complied with or performed and such material
noncompliance or nonperformance shall not have been
waived by the party giving notice of termination or
shall not have been cured by the defaulting party or
cure thereof commenced and diligently prosecuted
thereafter by such party 10 days after written notice
of such material noncompliance or nonperformance is
given by the non-defaulting party;
(ii) If any governmental action is commenced
to prevent the consummation of the transactions
contemplated hereby; or
(iii) By mutual consent of the parties.
(c) Any representation, warranty, agreement or
condition of this Agreement may be waived at any time by the
party entitled to the benefit thereof by action taken by the
Board of Directors of BAP or authorized committees or officers
thereof or by Sellers and evidenced by a written waiver
executed by any such party.
(d) In the event of termination, this Agreement shall
be of no further force or effect and no obligation, right or
liability shall arise hereunder and each party shall bear its
own costs incurred in connection with this Agreement.
9. Separability. If any term or provision of this Agreement
including the exhibits hereto or the application thereof to any person, property
or circumstances shall to any extent be invalid or unenforceable, the remainder
of this Agreement including the exhibits or the application of such term or
provision to persons, property or circumstances other than those invalid and
unenforceable shall not be affected thereby, and each term and provision of this
Agreement and the exhibits shall be valid and enforced to the fullest extent
permitted by law.
<PAGE>
10. Notices. Any notice hereunder shall be deemed given, and
any instrument delivered, only two days after they have been mailed by
registered or certified mail, postage prepaid, or 12 hours after such notice has
been sent by straight telegram, telegraphic charges prepaid as follows:
Name Address
-------------------------------------------
To BAP: BAP Acquisition Corp.
c/o Ron Conquest
4647 North 32nd Street
Suite 205
Phoenix, Arizona 85018
To Sellers: Garfield Ricketts
Una Ricketts
4010 Royal Wood Blvd.
Naples, Florida 33962
Except that any of the foregoing may from time to time by written notice to the
others designate another address which shall thereupon become its effective
address for the purposes of this paragraph.
11. Entire Agreement and Amendments. This Agreement, including
the exhibits referred to herein as a part hereof, contains the entire
understanding of the parties hereto with respect to the subject matter contained
herein and may be amended only by a written instrument executed by Sellers and
BAP or their respective successors or assigns. There are no restrictions,
promises, warranties, covenants, or undertakings other than those expressly set
forth herein. The section and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
12. 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.
<PAGE>
13. Parties in Interest. This Agreement shall inure to the
benefit of and be binding upon Sellers and BAP and their respective successors
but shall not inure to the benefit of anyone other than the parties signatory to
this Agreement and their respective successors.
14. Merger of Agreements. All representations, warranties,
agreements and other inducements to this Agreement or the transactions
contemplated hereby, whether oral or written, prior to the execution and
delivery hereof, have been included herein, or in the exhibits hereto, and shall
be deemed to have been fully performed and discharged to the extent not included
herein or therein. This Agreement including the exhibits hereto sets forth all
rights, remedies, obligations and liabilities of the parties, and no term or
provision hereof or thereof, including, without limitation, the terms and
provisions contained in this sentence, shall be waived, modified or altered as
to impose any additional right or remedy, and no custom, payment, act,
knowledge, extension of time, favor or indulgence, gratuitous or otherwise, or
words or silence at any time, shall impose any additional obligation or grant
any additional right or remedy or be deemed a waiver or release of any
obligation, liability, right or remedy except as set forth in a written
instrument properly executed and delivered by the party sought to be charged,
expressly stating that it is, and to the extent to which it is, intended to be
so effective. No assent, express or implied, by either party or waiver by either
party, to or of, any breach of any term or provision of this Agreement or of the
exhibits shall be deemed to be an assent or waiver to or of such or any
succeeding breach of the same or any other such term or provision. All
representations, warranties, and agreements made herein by anyone shall survive
the Closing to the extent provided in this Agreement.
15. Applicable Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of Florida.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first above written.
BAP Acquisition Corp.
By:/s/ Ronald Conquest
---------------------------------------
Ronald Conquest, President
Ricketts Enterprises International, Inc., Shareholders:
By:/s/ Garfield Ricketts
---------------------------------------
Garfield Ricketts
By: /s/ Una Ricketts
---------------------------------------
Una Ricketts
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTICE OF SALE OF SECURITIES
PURSUANT TO REGULATION D,
SECTION 4(6), AND/OR
UNIFORM LIMITED OFFERING EXEMPTION
- --------------------------------------------------------------------------------
Name of Offering ([ ] check if this in an amendment and name has changed, and
indicate change.)
BAP ACQUISITION CORP.
- --------------------------------------------------------------------------------
Filing Under (Check box(es) that apply): [x]Rule 504 [ ]Rule 505 [ ]Rule 506
[ ]Section 4(6) [ ]ULOE
Type of Filing: [x] New Filing [ ] Amendment
- --------------------------------------------------------------------------------
A. BASIC IDENTIFICATION DATA
- --------------------------------------------------------------------------------
1. Enter the information requested about the issuer
- --------------------------------------------------------------------------------
Name of Issuer ([ ] check if this is an amendment and name has changed, and
indicate change.)
BAP ACQUISITION CORP.
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Address of Executive Offices (Number and Street, City, State, Zip Code)
2541 MONROE AVE. #301 ROCHESTER, N.Y. 14618
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Telephone Number (Including Area Code)
716-224-1840
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Address of Principal Business Operations (Number and Street, City, State, Zip
Code)
(if different from Executive Offices)
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Telephone Number (Including Area Code)
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Brief Description of Business
GENERAL BUSINESS
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Type of Business Organization
[x]corporation [ ]limited partnership, already formed
[ ]business trust [ ]limited partnership, to be formed
[ ]other (please specify):
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Month Year
Actual or Estimated Date of Incorporation or Organization: 08 1994
[x] Actual [ ] Estimated
Juristiction of Incorporation or Organization:
(Enter two-letter U.S. Postal Service abbreviation for State:
CN for Canada; FN for other foreign jurisdiction) DE
<PAGE>
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A. BASIC IDENTIFICATION DATA
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2. Enter the information requested for the following:
* Each promoter of the issuer, if the issuer has been organized within the
past five years;
* Each beneficial owner having the power to vote or dispose, or direct the
vote or disposition of, 10% or more of a class of equity securities of the
issuer;
* Each executive officer and director of corporate issuers and of corporate
general and managing partners of partnership issues; and
* Each general and managing partner of partnership issuers.
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Check Box(es) that Apply; [ ]Promoter [x]Beneficial Owner
[x] Executive Officer [x]Director [ ]General and/or Managing Partner
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Full Name (Last name first, if individual)
DIAMOND, MORRIS
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Business or Residence Address (Number and Street, City, State, Zip Code)
105 SOUTHERN PARKWAY ROCHESTER, NEW YORK 14618
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Check Box(es) that Apply; [ ]Promoter [x]Beneficial Owner
[x] Executive Officer [x]Director [ ]General and/or Managing Partner
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Full Name (Last name first, if individual)
DIAMOND, SHIRLEY
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Business or Residence Address (Number and Street, City, State, Zip Code)
105 SOUTHERN PARKWAY ROCHESTER, NEW YORK 14618
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Check Box(es) that Apply; [ ]Promoter [x]Beneficial Owner
[x] Executive Officer [x]Director [ ]General and/or Managing Partner
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Full Name (Last name first, if individual)
LUXENBERG, SUSANNE
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Business or Residence Address (Number and Street, City, State, Zip Code)
20 CASTLEBAR ROAD ROCHESTER, NEW YORK 14610
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Check Box(es) that Apply; [ ]Promoter [x]Beneficial Owner
[ ] Executive Officer [ ]Director [ ]General and/or Managing Partner
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Full Name (Last name first, if individual)
SOUTHWARD INVESTMENT
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Business or Residence Address (Number and Street, City, State, Zip Code)
2541 MONROE AVE. SUITE 310 ROCHESTER, NEW YORK 14618
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Check Box(es) that Apply; [ ]Promoter [x]Beneficial Owner
[ ] Executive Officer [ ]Director [ ]General and/or Managing Partner
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Full Name (Last name first, if individual)
TRAMDOT DEVELOPMENT CORP.
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Business or Residence Address (Number and Street, City, State, Zip Code)
2541 MONROE AVE. SUITE 310 ROCHESTER, NEW YORK 14618
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Check Box(es) that Apply; [ ]Promoter [x]Beneficial Owner
[ ] Executive Officer [ ]Director [ ]General and/or Managing Partner
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Full Name (Last name first, if individual)
LIVINGSTON REALTY CORP.
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Business or Residence Address (Number and Street, City, State, Zip Code)
105 SOUTHERN PARKWAY ROCHESTER, NEW YORK 14618
2 of 8
<PAGE>
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B. INFORMATION ABOUT OFFERING
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1. Has the issuer sold, or does the issuer intend to sell, to non-accredited
investors in this offering?...................................Yes [x] No [ ]
Answer also in Appendix, Column 2, if filing under ULOE.
2. What is the minimum investment that will be accepted from any
individual?...................................................$ .10
--------------
3. Does the offering permit joint ownership of a single unit?....Yes [x] No [ ]
4. Enter the information requested for each person who has been or will be paid
or given, directly or indirectly, any commission or similar remuneration for
solicitation of purchasers in connection with sales of securities in the
offering. If a person to be listed is an associated person or agent of a
broker or dealer registered with the SEC and/or with a state or states, list
the name of the broker or dealer. If more than five (5) persons to be listed
are associated persons of such a broker or dealer, you may set forth the
information for that broker or dealer only.
[NONE]
3 of 8
<PAGE>
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C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS
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1. Enter the aggregate offering price of securities included in this offering
and the total amount already sold. Enter "0" if answer is "none" or "zero."
If the transaction is an exchange offering, check this box [x] and indicate
in the columns below the amounts of the securities offered for exchange and
already exchanged.
<TABLE>
<CAPTION>
Aggregate Amount Already
Type of Security Offering Price Sold
<S> <C> <C>
Debt............................................................................$ .00 $ .00
--------- ---------
Equity..EXCHANGE OF 11,553,100 common SHARES....................................$11553.10 $11553.10
--------- ---------
[x] Common [ ] Preferred
Convertible Securities (including warrants).....................................$ .00 $ .00
--------- ---------
Partnership Interests...........................................................$ .00 $ .00
--------- ---------
Other (Specify _________________)...............................................$ .00 $ .00
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Total.......................................................................$11553.10 $11553.10
--------- ---------
</TABLE>
Answer also in Appendix, Column 3, if filing under ULOE.
2. Enter the number of accredited and non-accredited investors who have
purchased securities in this offering and the aggregate dollar amounts of
their purchases. For offerings under Rule 504, indicate the number of persons
who have purchased securities and the aggregate dollar amount of their
purchases on the total lines. Enter "0" if answer is "none" or "zero."
<TABLE>
<CAPTION>
Aggregate
Number Dollar Amount
Investors of Purchases
<S> <C> <C>
Accredited Investors............................................................ $
--------- ---------
Non-Accredited Investors........................................................ 1314. $11553.10
--------- ---------
Total (for filings under Rule 504 only)..................................... 1314. $11553.10
--------- ---------
</TABLE>
Answer in Appendix, Column 4, if filing under ULOE.
3. If this filing is for an offering under Rule 504 or 505, enter the
information requested for all securities sold by the issuer, to date, in
offerings of the types indicated, in the twelve (12) months prior to the
first sale of securities in this offering. Classify securities by type listed
in Part C-Question 1.
<TABLE>
<CAPTION>
Type of Dollar Amount
Type of offering Security Sold
<S> <C> <C>
Rule 505........................................................................ $ .00
--------- ---------
Regulation A.................................................................... $ .00
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Rule 504........................................................................ common $11553.10
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Total....................................................................... $11553.10
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</TABLE>
4. A. Furnish a statement of all expenses in connection with the issuance and
distrubution of the securities in this offering. Exclude amounts relating
solely to organization expenses of the issuer. The information may be given
as subject to future contingencies. If the amount of an expenditure is not
known, furnish an estimate and check the box to the left of the estimate.
<TABLE>
<CAPTION>
<S> <C> <C>
Transfer Agent's Fees............................................................... [ ] $ .00
---------
Printing and Engraving Costs........................................................ [ ] $ 1700.00
---------
Legal Fees.......................................................................... [ ] $ 3000.00
---------
Accounting Fees..................................................................... [ ] $ 1500.00
---------
Engineering Fees.................................................................... [ ] $ .00
---------
Sales Commissions (specify finders' fees separately)................................ [ ] $ .00
---------
Other Expenses (identify)....PRINTING & MAILING..................................... [ ] $ 1800.00
---------
Total........................................................................... [ ] $ 8000.00
---------
</TABLE>
4
<PAGE>
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C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS
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<TABLE>
<CAPTION>
<S> <C>
b. Enter the difference between the aggregate offering price given in response
to Part C - Question 1 and total expenses furnished in response to Part C -
Question 4.a. This difference is the "adjusted gross proceeds to the issuer.".. $ 3553.00
---------
</TABLE>
Indicate below the amount of the adjusted gross proceeds to the issuer used or
proposed to be used for each of the purposes shown. If the amount for any
purpose is not known, furnish an estimate and check the box to the left of the
estimate. The total of the payments listed must equal the adjusted gross
proceeds to the issuer set forth in response to Part C - Questions 4.b above.
<TABLE>
<CAPTION>
Payments to
Officers,
Directors, & Payments to
Affiliates Others
<S> <C> <C>
Salaries and fees.................................................................[ ] $ .00 [ ] $ .00
--------- ---------
Purchase of real estate...........................................................[ ] $ .00 [ ] $ .00
--------- ---------
Purchase, rental or leasing and installation of machinery and equipment...........[ ] $ .00 [ ] $ .00
--------- ---------
Construction or leasing of plant buildings and facilities.........................[ ] $ .00 [ ] $ .00
--------- ---------
Acquisition of other businesses (including the value of securities involved in this
offering that may be used in exchange for the assets or securities of another
issuer pursuant to a merger)......................................................[ ] $ .00 [ ] $ .00
--------- ---------
Repayment of indebtedness.........................................................[ ] $ .00 [ ] $ .00
--------- ---------
Working capital...................................................................[ ] $ .00 [ ] $ 3553.10
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Other (specify):__________________________________________________________________[ ] $ .00 [ ] $ .00
--------- ---------
__________________________________________________________________________________
______________________________________________________________________________....[ ] $ .00 [ ] $ .00
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Column Totals.....................................................................[ ] $ .00 [ ] $ 3553.10
--------- ---------
Total Payments Listed (column totals added)....................................... [ ] $ 3553.10
---------
</TABLE>
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D. FEDERAL SIGNATURE
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The issuer has duly caused this notice to be signed by the undersigned duly
authorized person. If this notice is filed under Rule 505, the following
signature constitutes an undertaking by the issuer to furnish to the U.S.
Securities and Exchange Commission, upon written request of its staff, the
information furnished by the issuer to any non-accredited investor pursuant to
paragraph (b)(2) of Rule 502
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Issuer (Print or Type) Signature Date
BAP ACQUISITION CORP. /s/ Morris Diamond OCTOBER 5, 1994
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Name of Signer (Print or Type) Title of Signer (Print or Type)
MORRIS DIAMOND PRESIDENT
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- -----------------------------------ATTENTION------------------------------------
Intentional misstatements or ommissions of fact constitute federal criminal
violations. (See 18 U.S.C. 1001.)
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5
<PAGE>
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E. STATE SIGNATURE
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1. Is any party described in 17 CFR 230.252(c), (d), (e) or (f) presently
subject to any of the disqualification provisions of such rule..............
Yes [ ] No [x]
See Appendix, Column 5, for state response.
The undersigned issuer hereby undertakes to furnish to any state
administrator of any state in which this notice is filed, a notice on Form D
(17 CFR 239.500) at such times as required by state law.
3. The undersigned issuer hereby undertakes to furnish to the state
administrators, upon written request, information furnished by the issuer to
offerees.
4. The undersigned issuer represents that the issuer is familiar with
conditions that must be satisfied to be entitled to the Uniform limited
Offering Exemption (ULOE) of the state in which this notice is filed and
understands that the issuer claiming the availability of this exemption has
the burden of establishing that these conditions have been satisfied.
The issuer has read this notification and knows the contents to be true and has
duly caused this notice to be signed on its behalf by the undersigned duly
authorized person.
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Issuer (Print or Type) Signature Date
BAP ACQUISITION CORP. /s/ Morris Diamond OCTOBER 5, 1994
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Name (Print or Type) Title (Print or Type)
MORRIS DIAMOND PRESIDENT
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6
<PAGE>
<TABLE>
<CAPTION>
1 2 3 4 5
Disqualification
Type of security under State ULOE
Intend to sell and aggregate (if yes, attach
to non-accredited offering price Type of investor and explanation of
investors in State offered in state amount purchased in State waiver granted)
(Part B-Item 1) (Part C-Item 1) (Part C-Item 2) (Part E-Item 1)
- ----------------------------------------------------------------------------------------------------------------
Number of Number of
Accredited Non-Accredited
State Yes No COMMON Investors Amount Investors Amount Yes No
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AL NO NO
AK NO NO
AZ NO 1 .15 NO
AR NO NO
CA NO 3 .45 NO
CO NO 1 .15 NO
CT NO 533 84.80 NO
DE NO NO
DC NO NO
FL NO 16 2.40 NO
GA NO 443 66.45 NO
HI NO NO
ID NO NO
IL NO 3 43.00 NO
IN NO 16 2.40 NO
IA NO NO
KS NO NO
KY NO NO
LA NO 1 .15 NO
ME NO NO
MD NO NO
MA NO 2 4.15 NO
MI NO NO
MN NO NO
MS NO NO
MO NO 1 .15 NO
7
<PAGE>
MT NO NO
NE NO NO
NV NO NO
NH NO 1 .15 NO
NJ NO 12 1.80 NO
NM NO NO
NY NO 237 11082.35 NO
NC NO 1 .15 NO
ND NO NO
OH NO 12 167.05 NO
OK NO NO
OR NO 1 .15 NO
PA NO 5 .75 NO
RI NO NO
SC NO NO
SD NO NO
TN NO 1 .15 NO
TX NO 3 .45 NO
UT NO NO
VT NO NO
VA NO 1 .15 NO
WA NO 3 128.00 NO
WV NO NO
WI NO NO
WY NO NO
PR NO NO
</TABLE>
8
<PAGE>
BAP ACQUISITION CORP. 2541 MONROE AVE. SUITE 30, ROCHESTER, NY 14618
PRINTED ON 9/16/94
AL SHAREHOLDERS = 0 NUMBER OF SHARES = 0
AK SHAREHOLDERS = 0 NUMBER OF SHARES = 0
AR SHAREHOLDERS = 0 NUMBER OF SHARES = 0
AZ SHAREHOLDERS = 1 NUMBER OF SHARES = 150
CA SHAREHOLDERS = 3 NUMBER OF SHARES = 450
CO SHAREHOLDERS = 1 NUMBER OF SHARES = 150
CT SHAREHOLDERS = 533 NUMBER OF SHARES = 84800
DE SHAREHOLDERS = 0 NUMBER OF SHARES = 0
DC SHAREHOLDERS = 0 NUMBER OF SHARES = 0
FL SHAREHOLDERS = 16 NUMBER OF SHARES = 2400
GA SHAREHOLDERS = 443 NUMBER OF SHARES = 66450
HI SHAREHOLDERS = 0 NUMBER OF SHARES = 0
IA SHAREHOLDERS = 0 NUMBER OF SHARES = 0
ID SHAREHOLDERS = 0 NUMBER OF SHARES = 0
IL SHAREHOLDERS = 3 NUMBER OF SHARES = 4300
IN SHAREHOLDERS = 16 NUMBER OF SHARES = 2400
KS SHAREHOLDERS = 0 NUMBER OF SHARES = 0
KY SHAREHOLDERS = 0 NUMBER OF SHARES = 0
LA SHAREHOLDERS = 1 NUMBER OF SHARES = 150
MA SHAREHOLDERS = 2 NUMBER OF SHARES = 4150
MD SHAREHOLDERS = 0 NUMBER OF SHARES = 0
ME SHAREHOLDERS = 0 NUMBER OF SHARES = 0
MI SHAREHOLDERS = 0 NUMBER OF SHARES = 0
MN SHAREHOLDERS = 0 NUMBER OF SHARES = 0
MS SHAREHOLDERS = 0 NUMBER OF SHARES = 0
MO SHAREHOLDERS = 1 NUMBER OF SHARES = 150
MT SHAREHOLDERS = 0 NUMBER OF SHARES = 0
NC SHAREHOLDERS = 1 NUMBER OF SHARES = 150
ND SHAREHOLDERS = 0 NUMBER OF SHARES = 0
NE SHAREHOLDERS = 0 NUMBER OF SHARES = 0
NH SHAREHOLDERS = 1 NUMBER OF SHARES = 150
NJ SHAREHOLDERS = 12 NUMBER OF SHARES = 1800
NM SHAREHOLDERS = 0 NUMBER OF SHARES = 0
NV SHAREHOLDERS = 0 NUMBER OF SHARES = 0
NY SHAREHOLDERS = 237 NUMBER OF SHARES = 11082350
OH SHAREHOLDERS = 12 NUMBER OF SHARES = 167050
OK SHAREHOLDERS = 0 NUMBER OF SHARES = 0
OR SHAREHOLDERS = 1 NUMBER OF SHARES = 150
PA SHAREHOLDERS = 5 NUMBER OF SHARES = 750
RI SHAREHOLDERS = 0 NUMBER OF SHARES = 0
SC SHAREHOLDERS = 0 NUMBER OF SHARES = 0
SD SHAREHOLDERS = 0 NUMBER OF SHARES = 0
TN SHAREHOLDERS = 1 NUMBER OF SHARES = 150
TX SHAREHOLDERS = 3 NUMBER OF SHARES = 450
UT SHAREHOLDERS = 0 NUMBER OF SHARES = 0
VA SHAREHOLDERS = 1 NUMBER OF SHARES = 150
VT SHAREHOLDERS = 0 NUMBER OF SHARES = 0
WA SHAREHOLDERS = 3 NUMBER OF SHARES = 128000
WI SHAREHOLDERS = 0 NUMBER OF SHARES = 0
WV SHAREHOLDERS = 0 NUMBER OF SHARES = 0
WY SHAREHOLDERS = 0 NUMBER OF SHARES = 0
PR SHAREHOLDERS = 0 NUMBER OF SHARES = 0
OUT USA STKHOLDR = 17 NUMBER OF SHARES = 6400
TOTAL NUMBER OF SHARES ISSUED ARE 11553100
TOTAL NUMBER OF SHAREHOLDERS ARE 1314
AGREEMENT OF INTENT TO PURCHASE
Buyer: Ricketts Enterprises International Inc.,
A subsidiary of BAP Acquisition Corp.
1051-Fifth Avenue North,
Naples, FL 33940-5818
Seller: Garfield Ricketts
4010 Royal Wood Blvd.,
Naples, FL 33962
The Buyer agrees to purchase the properties identified in Schedule "A" under the
following terms and conditions.
1.) PURCHASE PRICE: The purchase price shall be Two Million Four Hundred Eighty
Two Thousand, Eight Hundred .00 ( $ 2,482,800.00) payable as follows.
a.) Buyer shall resolve all the 1st mortgage liens in the amount of One
Million Three Hundred Ten Thousand, Three Hundred Ninety Six.49 ($1,310,396.49)
existing on the said properties to the satisfaction of the lien holders
b.)Buyer will Pay the sum of One Million One Hundred Seventy Two
Thousand Four Hundred Three .51 ($ 1,172,403.51) to the Seller.
2.) CONTRACT: This agreement of intent will be superseded by a purchase and sale
agreement drawn up by the buyer and delivered to Seller when the following
conditions are met.
a.) Buyer has raised funds to retire all existing liens in full.
b.) Buyer has raised enough funds to pay Seller difference between the
purchase price and the existing 1st Mortgage liens at the time of closing.
3.) PROPERTY INSPECTION & APPRAISAL:
a.) The properties will be inspected as to their condition, to insure
acceptability of condition and functionality, prior to any transfer of
ownership.
b.) The properties will be appraised by a certified appraiser in the
state which they are located to insure that there is no serious reduction in the
value stated under Schedule "A".
c.) Buyer or designated agent, will be the sole judge of inspection and
appraisal reports, to insure that this transaction is guided by good business
principles.
4.) FINANCING CONTINGENCY: Should the Buyer fail to raise all the funds
necessary to complete the purchase of the properties, them the Seller is willing
to negotiate some alternate method of payment for the difference between the
purchase price and the amount of the 1st Mortgage Liens, providing all 1st
mortgage liens are resolved.
<PAGE>
5.) CLOSING:Closing shall take place at a time and date to be agreed to by both
parties.
AGREED AND ACCEPTED
RICKETTS ENTERPRISES INT'L INC.
BY /s/ Una Ricketts DATE 1/15/96
------------------------------------------ -------------------
Una Ricketts Secretary
GARFIELD RICKETTS
/s/ Garfield Ricketts DATE 1/15/96
-------------------------------------- -------------------
<PAGE>
SHEDULE "A"
PROPERTY PRESENT VALUE AMOUNT OWED
18 PEAR STREET
Central Islip, NY 11722 $110.000.00 $24,792.62
2801-52nd Terrace SW
Golden Gate, FL 33999 89,000.00 55,281.95
1743-54th Street. SW
Golden Gate, FL 33999 89,000.00 41,449.00
2600 Santa Barbara Blvd.
Golden Gate, FL 33999 149,000.00 99,057.00
5081-27th Place SW
Golden Gate, FL 33999 89,000.00 49,869.00
222 Willoughby Drive
Naples, FL 33942 150,000.00 63,760.00
1009 SE 9th Avenue
Cape Coral, FL 33904 85,000.00 45,476.00
1110 SE 9th Court,
Cape Coral, FL 33904 85,000.00 45,476.00
205 SW 33rd Street
Cape Coral, FL 33904 89,000.00 52,191.00
5247/5249 24th Avenue SW
Golden Gate, FL 33999 125,000.00 62,000.00
2620 SANTA BARBARA BLVD
Golden Gate, FL 33999 125,000.00 77,875.00
5384-24th AVENUE SW
Golden Gate, FL 33999 125,000.00 61,500.00
2700 SANTA BARBARA BLVD
Golden Gate, FL 33999 120,000.00 73,086.00
5250/5280 28th AVENUE SW
GOLDEN GATE, FL 33999 189,000.00 104,185.00
5210/5240 28TH AVENUE SW
GOLDEN GATE, FL 33999 189,000.00 104,185.00
1051-5TH AVENUE NORTH
Naples, FL 33940 70,000.00 47,900.00
<PAGE>
19506 MUNSEY
Houston TX 77450 55,000.00 32,181.00
5927 BERKRIDGE
Missouri City, TX 77450 50,000.00 28,829.96
15930 GATEBRIAR
Missouri City, TX 77459 50,000.00 32,845.06
5934 BEACONRIDGE
Missouri City, TX 77459 55,000.00 29,763.00
17611 NORTH FALK
Houston, TX 58,000.00 28,310.00
2934 WALNUT SPRINGS
Houston, TX 52,000.00 31,062.00
5926 BEACONRIDGE
Houston, TX 77053 59,900.00 25,494.00
19455 CYPRESS CLIFF
Houston, TX 77053 52,000.00 22,155.00
10718 PARKLAND WOODS
Houston, TX 77053 58,000.00 25,390.00
16342 BODEGA BAY DR,
Houston, TX 77053 65,000.00 29,232.00
5118 RIDGESTONE DR
Houston, TX 77054 49,900.00 17,051.00
TOTAL VALUE OF PROPERTIES $2,482,800.00
TOTAL MORTGAGES $ 1,310,396.49
KARL E. REDDIES
CERTIFIED PUBLIC ACCOUNTANT
660 TAMIAMI TRAIL NORTH
SUITE 1
NAPLES, FL 33940
(941) 263-8887
May 15, 1996
I consent to the use in this registration statement of my reports dated August
1, 1995, February 14, 1996 and May 9, 1996 on the financial statements of
Ricketts Enterprises International, Inc. and BAP Acquisitions Corp and its
Subsidiaries dated December 31, 1993 & 1994, December 31, 1995 and March 31,
1995 & 1996 included herein, and to the reference made to me under the caption
"Financial Statements and Supplementary Data" in the registration statement.
/s/ Karl E. Reddies
Naples, Florida
<PAGE>
Rotenberg & Company, LLP
Certified Public Accountants & Consultants
500 First Federal Plaza o Rochester, N.Y. 14614
(714) 546-1158 Fax (715) 546-2943
INDEPENDENT AUDITOR'S CONSENT
We consent to the use in this Registration Statement of BAP Acquisition
Corp. on Form 10-SB of our report dated July 8, 1996 relating to the financial
statements of BAP Acquisition Corp. appearing in the Prospectus, which is part
of this Registration Statement.
We also consent to the reference to us under the heading "Experts" in
such Prospectus.
/s/ Rotenberg & Company, LLP
Rochester, New York
July 8, 1996
