BAP ACQUISITION CORP
1051 FIFTH AVENUE NORTH,
NAPLES, FLORIDA 34102
TEL: (941) 261-3396
FAX: (941) 261-5031
February 15, 1998
Ms. Barbara Jacobs, Deputy Director
Mr. Ed. Loftus, Accountant
Securities and Exchange Commission
Corporate Finance Small Business Section,
Washington D.C.
Please find enclosed corrected Form 10SB/G filing for BAP ACQUISITION
CORP. Please also be advised that this filing in our opinion, answers
all questions and comments generated from all previous filings on
behalf BAP ACQUISITION CORP., however should the commission have more
comments or questions, we will be pleased to answer them.
The missing 10Q's and 10K are being prepared and will be filed
shortly.
Thanks,
Yours Truly,
BAP ACQUISITION CORP
/s/ Garfield Ricketts
--------------------
Garfield Ricketts
State of Florida
[SEAL]
Department of State
I certify the attached is a true and correct copy of the Articles
ofIncorporation 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 no wise 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
ofthe 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 par 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 258 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
ofFebruary, 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
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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.
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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;
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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.
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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 Collier. 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 thereofin 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
ofIncorporation 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.
- -----------------------------------------------------------------------------
Address of Executive Offices (Number and Street, City, State, Zip Code)
2541 MONROE AVE. #301 ROCHESTER, N.Y. 14618
- -----------------------------------------------------------------------------
Telephone Number (Including Area Code)
716-224-1840
- -----------------------------------------------------------------------------
Address of Principal Business Operations (Number and Street, City, State, Zip
Code)
(if different from Executive Offices)
- -----------------------------------------------------------------------------
Telephone Number (Including Area Code)
- -----------------------------------------------------------------------------
Brief Description of Business
GENERAL BUSINESS
- -----------------------------------------------------------------------------
Type of Business Organization
[x]corporation [ ]limited partnership, already formed
[ ]business trust [ ]limited partnership, to be formed
[ ]other (please specify):
- -----------------------------------------------------------------------------
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>
- -----------------------------------------------------------------------------
A. BASIC IDENTIFICATION DATA
- -----------------------------------------------------------------------------
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.
- -----------------------------------------------------------------------------
Check Box(es) that Apply; [ ]Promoter [x]Beneficial Owner
[x] Executive Officer [x]Director [ ]General and/or Managing Partner
- -----------------------------------------------------------------------------
Full Name (Last name first, if individual)
DIAMOND, MORRIS
- -----------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
105 SOUTHERN PARKWAY ROCHESTER, NEW YORK 14618
- -----------------------------------------------------------------------------
Check Box(es) that Apply; [ ]Promoter [x]Beneficial Owner
[x] Executive Officer [x]Director [ ]General and/or Managing Partner
- -----------------------------------------------------------------------------
Full Name (Last name first, if individual)
DIAMOND, SHIRLEY
- -----------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
105 SOUTHERN PARKWAY ROCHESTER, NEW YORK 14618
- -----------------------------------------------------------------------------
Check Box(es) that Apply; [ ]Promoter [x]Beneficial Owner
[x] Executive Officer [x]Director [ ]General and/or Managing Partner
- -----------------------------------------------------------------------------
Full Name (Last name first, if individual)
LUXENBERG, SUSANNE
- -----------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
20 CASTLEBAR ROAD ROCHESTER, NEW YORK 14610
- -----------------------------------------------------------------------------
Check Box(es) that Apply; [ ]Promoter [x]Beneficial Owner
[ ] Executive Officer [ ]Director [ ]General and/or Managing Partner
- -----------------------------------------------------------------------------
Full Name (Last name first, if individual)
SOUTHWARD INVESTMENT
- -----------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
2541 MONROE AVE. SUITE 310 ROCHESTER, NEW YORK 14618
- -----------------------------------------------------------------------------
Check Box(es) that Apply; [ ]Promoter [x]Beneficial Owner
[ ] Executive Officer [ ]Director [ ]General and/or Managing Partner
- -----------------------------------------------------------------------------
Full Name (Last name first, if individual)
TRAMDOT DEVELOPMENT CORP.
- -----------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
2541 MONROE AVE. SUITE 310 ROCHESTER, NEW YORK 14618
- -----------------------------------------------------------------------------
Check Box(es) that Apply; [ ]Promoter [x]Beneficial Owner
[ ] Executive Officer [ ]Director [ ]General and/or Managing Partner
- -----------------------------------------------------------------------------
Full Name (Last name first, if individual)
LIVINGSTON REALTY CORP.
- -----------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
105 SOUTHERN PARKWAY ROCHESTER, NEW YORK 14618
2 of 8
<PAGE>
- -----------------------------------------------------------------------------
B. INFORMATION ABOUT OFFERING
- -----------------------------------------------------------------------------
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>
- -----------------------------------------------------------------------------
C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS
- -----------------------------------------------------------------------------
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
--------- ---------
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
-------- ---------
Rule 504............................................ common $11553.10
--------- ---------
Total.......................................... $11553.10
--------- ---------
</TABLE>
4.A. Furnish a statement of all expenses in connection with the issuance and
distrubution ofthe 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>
- -----------------------------------------------------------------------------
C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS
- -----------------------------------------------------------------------------
<TABLE> <C>
<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
--------- ---------
Other (specify):________________________________[ ] $ .00 [ ] $ .00
--------- ---------
_______________________________________________.[ ] $ .00 [ ] $ .00
--------- ---------
Column Totals...................................[ ] $ .00 [ ] $ 3553.10
--------- ---------
Total Payments Listed (column totals added)..... [ ] $ 3553.10
---------
</TABLE>
- -----------------------------------------------------------------------------
D. FEDERAL SIGNATURE
- -----------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------
Issuer (Print or Type) Signature Date
BAP ACQUISITION CORP. /s/ Morris Diamond OCTOBER 5, 1994
- -----------------------------------------------------------------------------
Name of Signer (Print or Type) Title of Signer (Print or Type)
MORRIS DIAMOND PRESIDENT
- -----------------------------------------------------------------------------
- ----------------------------------ATTENTION----------------------------------
Intentional misstatements or ommissions of fact constitute federal criminal
violations. (See 18 U.S.C. 1001.)
- -----------------------------------------------------------------------------
5
<PAGE>
- -----------------------------------------------------------------------------
E. STATE SIGNATURE
- -----------------------------------------------------------------------------
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.
- -----------------------------------------------------------------------------
Issuer (Print or Type) Signature Date
BAP ACQUISITION CORP. /s/ Morris Diamond OCTOBER 5, 1994
- -----------------------------------------------------------------------------
Name (Print or Type) Title (Print or Type)
MORRIS DIAMOND PRESIDENT
- -----------------------------------------------------------------------------
6
<PAGE>
<TABLE>
<CAPTION>
1 2 3 4 5
Disqualification
Type of security under State ULOE
Intend to sell and aggregate Type Of Investor (if yes, attach
to non-accredited offering price Amount Purchased explanation of
investors in State offered in state 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
<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 October 22,1997 relating
to the financial statements of BAP Acquisition Corp. appearing in the
Prospectus, which is part of this Registration Statement. AT no time have,
been any disagreements with any prior or current accountants, regarding any
matter of accounting principles or practices, financial statements disclosure,
or auditing scope or procedure.
None of the accounting reports associated with the financial statements
of either the Company or REI over the past two years contained an adverse
opinion or disclaimer of opinion, or was modified as to uncertainty, audit
scope, or accounting principles.
We also consent to the reference to us under the heading "Experts"
in such Prospectus.
/s/ Rotenberg & Company, LLP
Rochester, New York
October 22, 1997
BAP ACQUISITION CORP.
AND SUBSIDIARY
(A DELAWARE CORPORATION)
NAPLES, FLORIDA
--------------
TABLE OF CONTENTS
-----------------
Independent Auditor's Report 1
Consolidated Balance Sheets at December 31, 1996, 1995
and September 30, 1997 2
Consolidated Statements of Changes in Stockholders' Equity
for the Years Ended December 31, 1996, 1995 and 1994
and for the Nine Months Ended September 30, 1997 3
Consolidated Statements of Operations for the Years Ended
December 31, 1996, 1995 and 1994 and for the Nine Months
Ended September 30, 1997 and 1996 4
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1996, 1995 and 1994 and for the Nine Months
Ended September 30, 1997 and 1996 5
Notes to the Consolidated Financial Statements 6-11
---------------------
<PAGE>
INDEPENDENT AUDITOR'S REPORTS
To the Board of Directors
and Stockholders
BAP Acquisition Corp.
and Subsidiary
(A Delaware Corporation)
Naples, Florida
We have audited the accompanying consolidated balance sheets of BAP
Acquisition Corp. and Subsidiary as of December 31, 1996 and 1995, and the
related consolidated statements of changes in stockholders' equity,
operations and cash flows for each of the three years in the period ended
December 31, 1996. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of BAP Acquisition Corp. and Subsidiary as of December 31, 1996 and 1995 and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.
Rochester, New York
October 22, 1997
-1-
<PAGE>
BAP ACQUISITION CORP.
AND SUBSIDIARY
(A Delaware Corporation)
Naples, Florida
CONSOLIDATED BALANCE SHEETS AT
DECEMBER 31, 1996 AND 1995
AND SEPTEMBER 30, 1997
ASSETS
September 30
1996 1995 1997
Assets (Unaudited)
---------- --------- ---------
Revenue Producing Assets -
Net of Accumulated Depreciation $ 238,004 $ 246,335 $ 231,754
and Held for Investment 24,000 24,000 24,000
Cash and Cash Equivalents 11,187 --- 199
Rents Receivable 1,380 4,396 4,583
Prepaid Expenses 512 --- 3,187
Tenant Escrow Account 20,404 14,812 27,012
Property and Equipment -
Net of Accumulated Depreciation 3,628 3,091 6,991
Organization Costs -
Net of Accumulated Amortization 36,511 45,833 29,519
---------- ---------- ---------
Total Assets $ 335,626 $ 338,467 $ 327,245
----------- ---------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Mortgages Payable-Due Within One Year $ 4,265 $ 3,869 $ 4,310
Cash Overdraft --- 6,179 ---
Accrued Expenses 1,307 320 ---
Tenant Security Deposits Payable 20,404 14,812 27,012
Due to Stockholder - Within One Year 22,555 24,241 17,804
Mortgages Payable - Due After One Year 141,133 145,398 137,932
---------- --------- --------
Total Liabilities $ 189,664 $194,819 $187,058
----------- ---------- ---------
Stockholders' Equity
Common Stock: $.001 Par;
20,000,000 Shares Authorized,
4,655,310 Shares Issued and
Outstanding 4,655 4,655 4,655
Additional Paid In Capital 336,381 336,381 336,381
Deficit (195,074) (197,388) (200,849)
---------- ---------- -----------
Total Stockholders' Equity $ 145,962 $ 143,648 $ 140,187
---------- --------- -----------
Total Liabilities and
Stockholders' Equity $ 335,626 $ 338,467 $ 327,245
---------- ---------- ----------
The accompanying notes are an integral part of this financial statement and
should be read in conjunction therewith.
-2-
<PAGE>
BAP ACQUISITION CORP.
AND SUBSIDIARY
(A Delaware Corporation)
Naples, Florida
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
Common
Stock Additional Total
$.001 Par Paid-In Stockholders'
Shares Value Capital Deficit Equity
---------- ------- --------- --------- ------------
Balance
January 1,1994 ---- $ --- $--- $(184,876) $(184,876)
Recapitalization 3,500,000 3,500 --- --- 3,500
----------- ------ ---------- ----------- ------------
Adjusted Balance
January 1,1994 3,500,000 3,500 $--- $(184,876) $(181,376)
Issuance of Shares:
Initial Capitalization
August 30, 1994 11,553,100 11,553 --- --- 11,553
10 for 1 Reverse
Split (10,397,790) (10,398) 10,398 --- ---
Net Income, 1994 --- --- --- 4,865 4,865
----------- ---------- ----------- ---------- ----------
Balance
December 31,1994 4,655,310 $4,655 $10,398 $(180,011) $(164,958)
Non-Cash Capital
Contribution
of Stockholder ---- --- 325,983 --- 325,983
Net Loss-1995 --- --- --- (17,377) (17,377)
---------- ---------- ---------- ------------ -----------
Balance
December 31,1995 4,655,310 $4,655 $336,381 $(197,388) $ 143,648
Net Income-1996 --- --- --- 2,314 2,314
----------- ---------- -------- ------------ ------------
Balance
December 31,1996 4,655,310 $4,655 $336,381 $(195,074) $ 145,962
Net Loss-Nine Months ended
September 30,1997 --- --- --- (5,775) (5,775)
--------- -------- --------- ----------- -------------
Balance
September 30,1997 4,655,310 $4,655 $336,381 $(200,849) $140,187
----------- -------- --------- --------- ------------
The accompanying notes are an integral part of this financial statement and
should be read in conjunction therewith
-3-
<PAGE>
BAP ACQUISITION CORP.
AND SUBSIDIARY
(A Delaware Corporation)
Naples, Florida
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Nine Months Ended
September 30 September 30
(Unaudited)
Revenues 1996 1995 1994 1997 1996
---------- --------- -------- -------- ---------
Commissions $ 7,450 $ 1,650 $ 5,445 $ --- $ 3,955
Management Services 25,860 29,705 29,993 17,075 18,042
Rental Income 58,946 27,623 --- 43,050 43,177
Interest and Other 577 298 250 193 211
---------- ---------- --------- ---------- -------
Total Revenues $ 92,833 $ 59,276 $ 35,688 $ 60,318 $ 65,385
----------- --------- ---------- --------- --------
Direct Expenses
Advertising $ 392 $ 450 $ 677 $ 126 $ 392
Bad Debts --- 8,529 474 --- ---
Commission and
Management Fees 3,351 675 975 553 1,817
Depreciation and
Amortization 17,653 17,267 --- 13,242 13,241
Insurance 3,795 610 --- 5,883 3,701
Interest 15,885 8,600 --- 9,437 11,761
License and
Filing Fees 1,747 972 280 1,350 1,497
Real Estate Taxes 9,063 1,795 --- 10,007 9,063
Repairs and
Maintenance 6,375 6,700 --- 5,845 5,648
Utilities 4,034 1,322 --- 3,641 2,673
---------- --------- ---------- ----------- --------
Total Direct Expenses $62,295 $46,920 $2,406 $ 50,084 $ 49,793
--------- ------- ---------- ---------- ---------
General and Administrative Expenses
Contributions $ 246 $ 150 $ 55 $ 150 $ 211
Depreciation 509 428 --- 650 382
Dues and
Subscriptions 3,644 3,845 1,962 2,822 2,951
Occupancy Expenses 10,743 12,951 9,173 6,345 7,526
Office Supplies and
Expense 4,645 6,684 7,833 1,946 3,427
Professional Fees 1,989 950 --- 637 1,739
Telephone 3,823 3,497 3,328 2,798 2,889
Travel and
Entertainment 1,318 1,220 6,056 661 1,081
---------- ---------- ---------- --------- ---------
Total General and
Administrative
Expenses $ 26,917 $ 29,725 $ 28,407 $ 16,009 $ 20,206
---------- --------- -------- --------- --------
-4-
<PAGE>
Income (Loss)
Before Provision
for Taxes $ 3,621 $(17,369) $ 4,875 $ 5,775) $(4,614)
Provision for Taxes 1,307 8 10 --- ---
--------- ---------- --------- --------- --------
Net Income (Loss) $ 2,314 $(17,377) $ 4,865 $ (5,775) $ (4,614)
---------- ---------- ---------- ---------- ----------
Nine Months Ended
September 30 September 30
(Unaudited)
1996 1995 1994 1997 1996
________ ________ ________ _________ _________
Income (Loss) per
Common Share: $ --- $(.004) $ .001 $(.001) $(.001)
________ _________ ________ _________ _________
Weighted Average
Number of Common
Shares Outstanding 4,655,310 4,655,310 4,655,310 4,655,310 4,655,310
________ _________ _________ __________ ________
The accompanying notes are an integral part of this financial statement and
should be read in conjunction therewith.
BAP ACQUISITION CORP.
AND SUBSIDIARY
(A Delaware Corporation)
Naples, Florida
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Nine Months Ended
September 30 September 30
(Unaudited)
1996 1995 1994 1997 1996
__________ _________ ________ ________ _________
Cash Flows from
Operating Activities
Net Income (Loss) $ 2,314 $(17,377) $ 4,865 $ (5,775) $(4,614)
Adjustments to Reconcile
Net Income to Net Cash Flows
from Operating Activities:
Amortization 9,322 12,422 --- 6,992 6,992
Depreciation 8,840 5,273 --- 6,900 6,631
Bad Debts --- 8,529 474 --- ---
Changes in Assets
and Liabilities:
Rents Receivable 3,016 (8,661) --- (3,203) (4,661)
Prepaids and Escrows (512) 1,104 --- (2,675) ---
Current Liabilities (5,192) (23,406) 5,492 (1,307) (5,083)
________ _________ _________ _________ ________
Net Cash Flows from
Operating Activities $ 17,788 $(22,116) $ 10,831 $ 932 $ (735)
_________ ________ _________ _________ _______
-5-
<PAGE>
Cash Flows form Investing Activities
Acquisition of
Fixed Assets $ (1,046) $ (1,006) $ --- $ (4,013) $ (642)
Change in Due to
Stockholder (1,686) 24,241 (18,045) (4,751) 4,241
__________ _________ _________ _________ ______
Net Cash Flows from
Investing Activities $ (2,732) $ 23,235 $(18,045) $ (8,764) $ 3,599
_________ _________ _________ ________ _______
Cash Flows from
Financing Activities
Repayment of Mortgages $ (3,869) $ (1,119) $ --- $ (3,156) (2,864)
---------- --------- -------- --------- -------
Net Cash Flows from
Financing Activities $ (3,869) $ (1,119) $ --- $ (3,156) $(2,864)
_________ _________ _________ _________ _______
Net Increase (Decrease)
in Cash and Cash
Equivalents $ 11,187 $ --- $(7,214) $(10,988) $ ---
Cash and Cash Equivalents
Beginning of Year --- --- 7,214 11,187 ---
_________ _________ _________ _________ _______
Cash and Cash Equivalents -
End of Year $ 11,187 $ --- $ --- $ 199 $ ---
_________ _________ _________ _________ _______
Nine Months Ended
September 30 September 30
(Unaudited)
1996 1995 1994 1997 1996
---------- --------- ---------- -------- --------
Supplementary Disclosures
Interest Paid $ 15,885 $ 8,600 $ --- $ 9,437 $ 11,761
Income Taxes Paid --- 18 --- 1,307 ---
NON-CASH INVESTING AND FINANCING ACTIVITIES
Capital Contribution of Stockholder
on June 30, 1995 (See Note H) $ 329,483
The Accompanying notes are an integeral part of this financial statement and
should be read in conjunction therewith
-6-
<PAGE>
BAP ACQUISITION CORP.
AND SUBSIDIARY
(A DELAWARE CORPORATION)
Naples, Florida
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A - Summary of Transaction
The consolidated financial statements for all periods presented reflect
the Plan of Reorganization which was effected as of November 21, 1995,
pursuant to which Ricketts Enterprises International, Inc. became a wholly-
owned subsidiary of BAP Acquisition Corp. The business combination is
accounted for as a recapitalization.
All references to the "Corporation" herein include BAP Acquisition Corp.
and its wholly-owned subsidiary, Ricketts Enterprises International, Inc.,
individually or collectively.
Note B-Nature of Operations and Summary of Significant Accounting Policies
BAP Acquisition Corp.
The Corporation was formed on August 24, 1994 under the laws of the
state of Delaware. On November 21, 1995, the Corporation acquired 100%
of the issued and outstanding shares of common stock of Ricketts
Enterprises International, Inc., a Florida corporation (hereinafter "REI").
The transaction was treated as a reverse acquisition of the Corporation by
REI. Prior to the reverse acquisition, the Corporation had not engaged in
any form of business activity and as a result had no operating history.
The principal business of the Corporation is currently carried on through
its wholly-owned subsidiary, REI.
Ricketts Enterprises International, Inc.
REI is a duly licensed real estate corporation in the state of Florida
and is presently active in the ownership, management, and sale of residential
real estate in the states of Florida, Texas, and New York. The acquisition
of REI by BAP Acquisition Corp. has been accounted for as a recapitalization,
resulting in the historical operations of REI being treated as the historical
operations of the Corporation. Accordingly, the accompanying historical
financial statements of REI have been restated to reflect the financial
position, results of operations, and cash flows for all years presented as
if the reorganization had occurred at the beginning of the earliest period
presented.
Segment Data, Geographic Information, and Significant Customers
The Corporation operates in one industry segment and receives rental
revenues from third party tenants located in Florida and Texas.
Approximately 65% of revenues are from rental operations, 35% from
commissions and management fees, and less than 1% from interest and other
income.
Method of Accounting
The Corporation maintains its books and prepares its financial statements
on the accrual basis of accounting.
-7-
<PAGE>
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expense during the
reporting period. Actual results can differ from those estimates.
Note B-Nature of Operations and Summary of Significant Accounting Policies
- continued
Concentrations of Credit Risk
Financial instruments which potentially expose the Corporation to
significant concentrations of credit risk consist principally of bank
deposits and rents receivable. Cash is placed primarily in high quality
short term interest bearing financial instruments. The Corporation performs
evaluations of its clients' financial condition and timely collection
procedures on rents receivable.
Cash and Cash Equivalents
Cash and cash equivalents include time deposits, certificates of deposit,
and all highly liquid debt instruments with original maturities of three
months or less. The company maintains cash and cash equivalents at financial
institutions which periodically may exceed federally insured amounts.
Rents Receivable
The Corporation performs evaluations of its clients' financial conditions
and collectibility of rents receivable. No allowance for uncollectable
accounts has been provided, as management believes that all accounts are
collectable.
Revenue Producing Assets and Depreciation
Revenue Producing Assets consist of land and buildings which are stated
at cost, less the buildings' accumulated depreciation computed on the
straight line method over the estimated useful lives of 28 years.
Renewals and improvements are charged to property accounts. Costs of
maintenance and repairs that do not improve or extend asset lives are
charged to expense. The cost of property retired or otherwise disposed of
and the related accumulated depreciation are removed from the accounts.
The Revenue Producing Assets are considered long-lived assets and are
reviewed for impairment whenever events or changes in circumstances indicate
that the related carrying amount may not be recoverable. In performing the
review for recoverability, the Corporation estimates the future cash flows
expected to result from the use of the assets and their eventual disposition
in determining their fair value. When required, impairment losses on assets
to be held and used are recognized based on the difference between the fair
value and the carrying amount of the assets. Long-lived assets to be
disposed of are reported at the lower of carrying amount or fair value less
cost to sell.
-8-
<PAGE>
Property, Equipment and Depreciation
Property and equipment are stated at cost, less accumulated depreciation
computed using the straight line method over the estimated useful lives as
follows:
Office Equipment 5 - 10 Years
Office Furniture 15 Years
Maintenance and repairs are charged to expense. The cost of the assets
retired or otherwise disposed of and the related accumulated depreciation
are removed from the accounts.
Organization Costs and Amortization
Organization costs have been capitalized and are being amortized over
a life of five years.
Note B-Nature of Operations and Summary of Significant Accounting Poiicies-
continued
Revenue Recognition
Revenues from commissions and management services are recognized as
services are rendered. Revenues from rental properties are recognized
monthly based on agreed upon payments in annual lease term agreements.
Income Taxes
The corporation provides for income taxes based on income reported in the
Financial statements. Deferred taxes are recognized on the differences between
financial statement income and taxable income are attributable to depreciation
and entertainment expenses.
Interim Results (Unaudited)
The accompanying consolidated balance sheet as of September 30, 1997
and the related consolidated statements of changes in stockholders' equity,
operations, and cash flows for the nine months ended September 30, 1997 and
1996 are unaudited. In the opinion of management, these financial statements
have been prepared on the same basis as the annual audited financial
statements and include all adjustments, consisting of only normal recurring
adjustments, necessary for the fair presentation of the results of the
interim periods.
Note C - Land Held for Investment
The Corporation owns three building lots zoned for duplexes on which it
plans to build rental properties as soon as construction and permanent
financing can be arranged. The land is recorded at cost on the balance sheet
of $24,000.
-9-
<PAGE>
Note D - Revenue Producing Assets
Revenue Producing Assets consisted of the following at December 31, 1996
and 1995:
1996 1995
___________ ___________
Land $ 33,670 $ 33,670
Apartment Buildings 233,315 233,315
---------- -----------
$ 266,985 $ 266,985
Less: Accumulated Depreciation 28,981 20,650
---------- ------------
Net Revenue Producing Assets $ 238,004 $ 246,335
---------- ------------
Depreciation expense for the years ended December 31, 1996, 1995, and
1994 was $8,331, $4,845, and $0, respectively.
Note E - Property and Equipment
Property and equipment are recorded at cost and consisted of the following
at December 31, 1996 and 1995:
1996 1995
----------- ----------
Office Equipment $ 5,827 $ 4,781
Office Furniture 5,671 5,671
----------- ----------
$ 11,498 $ 10,452
Less: Accumulated Depreciation 7,870 7,361
---------- ----------
Net Property and Equipment $ 3,628 $ 3,091
---------- ----------
Depreciation expense for the years ended December 31, 1996, 1995, and
1994 was $509, $428, and $0, respectively.
Note F - Organization Costs
Organization costs are being amortized over 5 years and consisted of the
following at December 31, 1996 and 1995:
1996 1995
--------- -----------
BAP Acquisition Organization Costs $ --- $ 11,553
Legal Fees $ 40,000 $ 40,000
Property Transfer Fees 6,702 6,702
--------- ---------
$ 46,702 $ 58,255
Less: Accumulated Depreciation (10,191) (12,422)
----------- -----------
Net Organization Costs $ 36,511 $ 45,833
--------- -----------
Amortization expense for the years ended December 31, 1996, 1995, and
1994 was $9,322, $12,422, and $0, respectively.
-10-
<PAGE>
Note G - Mortgages Payable
Mortgages payable consisted of the following at December 31, 1996 and
1995:
1996 1995
------------ -----------
1st Nationwide Mortgage
First mortgage due December, 2020, payable
in monthly payments of $307 including
principal and interest at 10.00%. $ 26,247 $ 27,254
Lloyd G. Sheehan
First mortgage due December, 2025, payable
in monthly payments of $353 including
principal and interest at 10.00%. 38,248 38,637
Lloyd G. Sheehan
First mortgage due December, 2020, payable
in monthly payments of $241 including
principal and interest at 8.75%. 21,066 22,065
Fleet Mortgage Group
First mortgage due December, 2020, payable
in monthly payments of $256 including
principal and interest at 9.50%. 22,279 23,187
Chase Manhattan Mortgage Corporation
First mortgage due December, 2020, payable
in monthly payments of $426 including
principal and interest at 12.00%. 37,558 38,124
------------ -----------
Total Mortgages Payable $ 145,398 $ 149,267
Less: Amount Due Within One Year 4,265 3,869
---------- ---------
Amount Due After One Year $ 141,133 $ 145,398
----------- ---------
Note G - Mortgages Payable - continued
Aggregate annual maturities of mortgages as of December 31, 1996 are as
follows:
1997 $ 4,265
1998 4,705
1999 5,191
2000 5,729
2001 6,322
2002 and Thereafter 119,186
-------------
Total $ 145,398
-------------
Interest expense for the years ended December 31, 1996, 1995, and 1994
was $15,885, $8,600, and $0, respectively.
-11-
<PAGE>
Note H - Related Party Transactions
The Corporation provides real estate services for Garfield Ricketts, a 60%
stockholder, which include the collection of rents for his personal rental
properties and the Disbursement of related expenses. The Corporation receives
10% of the gross rents collected for this service. The balance sheet item
titled Due To Stockholder-Within One Year, represents the net amount collected
on behalf of Garfield Ricketts.
The land held for investment and revenue producing assets owned by the
corporation to date resulted from the transfer of the properties to REI in
June, 1995, which were previously owned by Garfield Ricketts, the President
of the Corporation and REI. REI managed the properties prior to the transfer
and acquired the portfolio at the carrying value from Garfield Ricketts,
based on the assumption of the existing outstanding mortgages of the
properties. The transaction resulted in a non-cash capital contribution from
Garfield Ricketts as shown below.
The following transactions occurred in June, 1995 and resulted in non-cash
capital contributions from Garfield Ricketts, a 60% stockholder:
Additional
Common Stock Paid-In-Capital
------------- ----------------
Transfer of ownership of Land Held for
Investment and Revenue Producing Assets
at cost less accumulated depreciation to
Ricketts Enterprises International, Inc. $ --- $ 275,180
Transfer of respective mortgages on
Revenue Producing Assets to Ricketts
Enterprises International, Inc. --- (148,148)
Cash paid by Garfield Ricketts for
Organization Costs --- 46,702
Converted loan payable to Garfield Ricketts
to Common Stock and Additional
Paid-in-Capital 3,500 152,249
------------ ------------
Total Non-Cash Contributions $ 3,500 $ 325,983
----------- ------------
Note I - Other Matters
REI has an agreement represented by a Letter of Intent dated January 15,
1996 to acquire an additional 26 residential rental properties and one
commercial office property held by the former REI shareholders.
The properties are valued at approximately $2.5 million, based on Multiple
Listing Service's market analysis which tracks sales prices of comparable
properties within the area. The acquisition will be completed when permanent
financing can be arranged. Financial data of the properties consisted of
the following for the years ended December 31, 1996 and 1995:
-12-
<PAGE>
1996 1995
---------- ---------
Rental Income $ 266,932 $ 253,097
Comparable Expenses 118,478 113,583
---------- ----------
Subtotal 148,454 139,514
Non-Comparable Expenses 169,565 165,825
----------- ----------
Net Loss $ (21,111) $ (26,311)
---------- -----------
Non-comparable expenses includes mortgage interest and depreciation.
Future estimated taxable operating results of the properties would
approximate the results as shown above if the Corporation assumes the
existing outstanding mortgages. Results could differ based on the financing
structure used to acquire the properties. The Corporation does not intend to
pay cash distributions from any positive cash flow that may be generated from
the properties.
-13-
