As filed with the Securities and Exchange Commission on June 1, 1999
Registration No. 002-97360-A
FORM S-4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LIGHT MANAGEMENT GROUP, INC.
FORMALLY KNOWN AS: TRITON ACQUISITION CORP.
(Name of small business issuer in its charter)
3060 Mainway drive, Suite 301, Burlington, Ontario, Canada L7M1A3;
Telephone (905) 319-1111
(Address and telephone number of Registrants principal executive
offices and principal place of business)
Shawn F. Hackman, Esq., 3360 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
(702) 732-2253
(Name, address, and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
Title of each
class of
securities to
be registered
Amount to be
registered (1)
Proposed
maximum
offering price
per unit (12)
Proposed
maximum
aggregate
offering price
Amount of
registration
fee
Common shares
10,500,000
$1.00 US
$3,000,750 US
$688.00
(1) This Registration Statement relates to the securities of
the Registrant to be issued to the shareholders of Light
Management Group, Inc. (Light) and Laser Show Systems (Canada),
Ltd. (Laser), pursuant to an Agreement and share exchange dated
May 19, 1999.
(2) Estimated solely for purposes of calculating the registration
fee. The registrant hereby amends this registration statement
on such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
LIGHT MANAGEMENT GROUP, INC.
CROSS REFERENCE SHEET
(Showing Location in the Prospectus/Proxy of Information
Required by Items 1 through 19, Part I, of Form S-4)
Item in Form S-4 Prospectus/Proxy Caption
1.
Front of Registration Statement and
Outside Front Cover of Prospectus
Facing Page of Registration Statement;
Outside Front Page of Prospectus
2.
Inside Front and Outside Back Cover
Pages of Prospectus
Inside Front Cover Page of Prospectus;
Outside Back Page of Prospectus
3.
Summary Information and Risk Factors
Prospectus Summary; Risk Factors
4.
Terms of Transaction
Prospectus Summary. The Merger; The
Transaction; Tax Consequences
5.
Pro Forma Financial Information
Pro Forma Financial Information
6.
Material Contacts with Company Being
Acquired
Management; Certain Transaction
7.
Re-offering by Persons deemed
Underwriters
Shares Eligible for Future Sale
8.
Interest of Named Experts and Counsel
Experts; Legal Matters
9.
Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities
Indemnification of Directors and
Officers
14.
A. Description of Business
Light/Business
B. Description of Property
Properties
C. Legal Proceedings
Legal Proceedings
17.
Information regarding LASER
The Companies; Certain Transactions
LASER/Business
18.
Information if Proxies, Consents or
Authorizations are to be Solicited
Proxy Information
SUBJECT TO COMPLETION, DATED June 1, 1999
PROSPECTUS/PROXY STATEMENT
LIGHT MANAGEMENT GROUP, INC.
A Nevada Corporation
This Prospectus/Proxy relates to the proposed merger between LIGHT
MANAGEMENT GROUP, INC. (LIGHT) with LASER SHOW SYSTEMS (CANADA),
LTD., (LASER), pursuant to an Agreement and Plan of Merger dated May
19, 1999.
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL DILUTION OF THE BOOK VALUE
OF THE COMMON STOCK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN
AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE DILUTION and RISK
FACTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS/PROXY. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus/proxy
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any
State in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such State.
Prior to this registration, there has been no public market for the
shares of Common Stock other than trading on the Over-the Counter
Bulletin Board. See RISK FACTORS and DESCRIPTION OF SECURITIES.
LIGHTs Common Stock, symbol LMGR, is currently being traded on the
National Association of Securities Dealers Automated Quotation
System (NASDAQ), although there can be no assurances that an active
trading market will continue in the future. Additionally, LIGHT is
still required to maintain certain minimum criteria, of which there
can be no assurance (See RISK FACTORS).
The date of this Prospectus/Proxy Statement is June 1, 1999.
AVAILABLE INFORMATION
LIGHT filed a Form 10QSB with the Securities and Exchange Commission
(the Commission) on April 9, 1999, and is subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the
Exchange Act) and in accordance therewith will file reports, proxy
statements and other information with the Securities and Exchange
Commission (the Commission).
Reports and other information filed by LIGHT can be inspected and
copied at the public reference facilities maintained at the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such material can be obtained upon written request
addressed to the Commission, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Company has filed with the Commission a registration statement on
Form S-4 (herein together with all amendments and exhibits referred
to as the Registration Statement) under the Securities Act of 1933,
as amended (the Act) of which this Prospectus forms a part. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which have been omitted in
accordance with the rules and regulations of the Commission. For
further information reference is made to the Registration Statement.
LIGHTs Form 10QSB is hereby incorporated herein by reference. This
includes the following Exhibits:
3.1
Articles of Incorporation of Light
3.2
By-Laws of Light
4.1
Share Purchase Agreement
4.2
Share Exchange Agreement
4.3
Articles of Share Exchange
4.4
Consent of Directors of Light
4.5
Consent of Directors of Laser
LIGHT will provide copies of its Form 10QSB and any exhibit upon
request made to LIGHTs offices, as identified herein.
ITEM 3. PROSPECTUS/PROXY SUMMARY AND RISK FACTORS
The following summary is qualified in its entirety by reference to
the more detailed information and the financial statements,
including the notes thereto, appearing elsewhere in this
Prospectus/Proxy. Each prospective investor is urged to read this
Prospectus/Proxy in its entirety.
THE COMPANIES
Light Management Group, Inc. (Light) was organized under the laws of
the State of Nevada on April 20, 1998 under the name Triton
Acquisition Corp. Our primary activity has been directed toward
growth through merger and acquisition of high technology companies
that utilize the unique properties of light. Triton Acquisition
Corp. was a vehicle designed to be acquired by a private company
desiring to become an SEC reporting company in order thereafter to
secure a listing on the over the counter bulletin board (OTC BB).
Laser was incorporated in Ontario Canada in September 1998. Lasers
primary activity has been directed toward using a patented technique
to acoustically manage light. Laser sells and markets this system
of light projections that emanate graphics in a colorful and
attractive design that is utilized as a marketing technique. With
up to 1024 points per object, each object can be displayed with 64
different colors, from a palette of 16.7 million colors. Each
palette can be changed continuously to get smooth color changes,
fades, color cycling, etc. Software features allow objects to be
positioned, rotated, sized, scaled, and distorted. Including, the
mapping of objects onto surfaces (i.e. a logo can be put on a waving
flag). The software and laser allows the appearance of animated
text to fly through the air and/or flying over a landscape. The
applications for this product are numerous, including entertainment
packages, display of logos, and advertising.
From its inception to the present the business was operated as a
private entity. Its current President and Chief Executive Officer
Barrington L. Simon has been recruiting personnel, developing the
technological structure necessary to operate the laser system,
including the process orders, building operating structure,
establishing distributor relationships necessary to fulfill the
orders.
Light, formally known as Triton Acquisition Corp., plans to expand
its holdings through the merger and acquisition of promising high
technology companies. Once the acquisitions have been deemed by the
Board of Directors to be of such strength as to warranting a
possible sale and/or distribution to become a self-standing publicly
traded company.
Lights executive offices are located at 3060 Mainway drive, Suite
301, Burlington, Ontario, Canada L7M1A3.
LASERs executive offices are located at 3060 Mainway drive, Suite
301, Burlington, Ontario, Canada L7M1A3.
THE MERGER SUMMARY
Light has entered into an Exchange Agreement and Plan of
Reorganization with LASER. LASER has been acquired by Light through
an exchange of shares with LASER, which is now a wholly owned
subsidiary of Light. The Reorganization/Exchange requires Light to
issue 3,000,000 shares of common stock from treasury, $.001 par
value, to the existing shareholders of LASER for 100% of all shares
of common stock of LASER, $0.01 par value.
The Board of Directors of Light and LASER unanimously voted in favor
of the Reorganization/Exchange at a special meeting held May 19,
1999.
Securities Outstanding Prior to the Offering: Light Common Stock
10,000,000 Shares
Subsequent to the Offering: Light Common Stock 13,000,000 Shares
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND SHOULD BE
PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE
INVESTMENT IN THE COMPANY. EACH PROSPECTIVE INVESTOR SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, AS WELL AS ALL OTHER
INFORMATION SET FORTH ELSEWHERE IN THIS PROSPECTUS.
Dependence Upon Management. After the Merger, we will be
substantially dependent upon the personal efforts and ability of our
President, Secretary, and Directors, Barrington L. Simon, Bryan
Latimer and Ian Brock.
The loss or inability of Barrington L. Simon, Bryan Latimer and Ian
Brock to perform any of their respective duties may have a serious
adverse effect upon our activities and could significantly delay the
achievements of our economic goals. (See MANAGEMENT).
Requirement of Audited Financial Information for Businesses That May
Be Acquired. We will be subject to the periodic reporting
requirements of the Exchange Act. Current reports will be required
each time a reportable event occurs relating to our business
affairs. Should we contemplate the acquisition of a significant
amount of assets of another company or of the other company itself,
it will be required to provide the Securities and Exchange
Commission with certified financial statements of the company or
companies to be acquired. No assurances can be given that such
certified financial statements of a contemplated acquisition will be
available to us. We may, therefore, be precluded from making such
acquisition or acquisitions if the requisite financial information
is unavailable or can only be obtained at excessive cost to us.
No Assurance of continued NASD Listing. Subsequent to this Offering,
there are no assurances that a public trading market shall continue
to exist for the Common Stock of LIGHT. There can be no assurances
that a public trading market for the Common Stock will be sustained.
Although we anticipate that it will continue on the OTC BULLETIN
BOARD. Consequently, there can be no assurance that a regular
trading market, other than OTC trading, for our securities will
develop in the future. If a trading market does in fact develop for
the securities offered hereby, there can be no assurance that it
will be maintained. If for any reason such securities fail to
maintain their listing on OTC BB, the listing is not maintained, or
a public trading market ceases to exist, holders of such securities
may have difficulty in selling their securities should they desire
to do so.
Dilution. With the completion of the Reorganization/Exchange the net
tangible book value per share of Lights Common Stock will be $.077,
representing an immediate increase of approximately $.07 in net
tangible book value, or 1,000%.
Dividends. Light as of the date of this registration has paid no
dividends on its Common Stock since its inception. However, Light
does intend to pay dividends on its Common Stock in the foreseeable
future. Light hereby reserves the right to determine what if any
distribution shall be considered a dividend, within the confines of
state and federal law. Any earnings which Light may realize in the
foreseeable future may be retained for the benefit of Light and to
finance its economic growth (See DESCRIPTION OF SECURITIES).
Loss of Control of Laser by Present Shareholder After Offering.
Since the completion of the Reorganization/Exchange, Lasers present
shareholders own less than 34% of the shares issued and outstanding
of the parent company Light. Accordingly, as a practical matter,
Lasers present shareholders no longer are in a position to elect all
of our directors and control its policies. (See DILUTION, and
PRINCIPAL SHAREHOLDERS).
Shares Available for Resale. The 10,500,000 shares of our Common
Stock will be free trading securities and, in the future, may be
sold in compliance with Rule 144 adopted under the Securities Act,
as amended. Possible or actual sales of our Common Stock by present
shareholders under Rule 144 may have a depressive effect on the
price of our Common Stock in any market which is in existence or may
develop (See DILUTION and CERTAIN TRANSACTIONS).
ITEM 4. TERMS OF TRANSACTION
THE SPECIAL MEETING
If necessary, special meeting of the shareholders of Light and LASER
will be held at the executive offices of Light at 3060 Mainway
drive, Suite 301, Burlington, Ontario, Canada L7M1A3,
on June 30, 1999 at 12 noon, Eastern Standard Time.
At the special meeting, holders of LIGHT/LASER shares will affirm
and vote upon (i) a proposal to adopt the Exchange Agreement and
Plan of Reorganization attached as Schedule A to this
Prospectus/Proxy (the Reorganization/Exchange) providing for LASER,
becoming a wholly owned subsidiary of LIGHT, and the issuance to
LASER shareholders of 3,000,000 common shares of Light issued from
treasury for 100% of LASERs issued and outstanding capital
structure, in connection therewith, (ii) any other matters that may
properly come before the special meeting.
The record date for the special meeting is June 30, 1999 (the
Record Date).
The vote of the holders of a majority of the outstanding shares of
Light and LASER Common Stock entitled to vote shall be taken to
affirm and adopt in its entirety the Reorganization/Exchange
Agreement.
All shares of LIGHT and LASER Common Stock represented at the
special meeting by properly executed proxies received prior to or at
the special meeting, and not revoked, will be voted in accordance
with the instructions indicated on such proxies. If no
instructions are indicated, such proxies will be voted for the
adoption of the Reorganization/Exchange Agreement.
Any proxy given may be revoked by the person giving it at any time,
without affecting any vote previously taken, by (i) giving notice to
the Secretary of LASER in writing or in open meeting or (ii) duly
executing a later dated proxy relating to the same shares and
delivering it to the Secretary of LASER before the taking of the
vote at the special meeting. Any written notice of revocation or
subsequent proxy should be sent and delivered to LIGHT or LASER as
the case may be, Attention: Secretary, or hand delivered to the
Corporate Secretary at or before the taking of the vote at the
special meeting.
THE TRANSACTION
LASER has exchanged 100% of its issued and outstanding common shares
for 3,000,000 common shares of LIGHT, issued from Lights authorized
but unissued treasury stock. LASER has become a wholly owned
subsidiary of LIGHT.
In accordance with the Reorganization/Exchange Agreement, on its
effective date, the officers and directors of LIGHT resigned, and
were replaced by Barrington L. Simon, Bryan Latimer and Ian Brock
who shall remain as officers and directors of LIGHT.
On the effective date of the Reorganization/Exchange Agreement, each
of the outstanding shares of LASER common stock were exchanged for
3,000,000 shares of LIGHT common stock. After the
Reorganization/Exchange, there are 13,000,000 shares of LIGHT shares
outstanding.
TAX CONSEQUENCES
The Reorganization contemplated by this Agreement is intended to
qualify as a tax-free reorganization, as contemplated by Section
368(A) of the Internal Revenue Code of 1986, as amended.
ITEM 5. PRO-FORMA FINANCIAL INFORMATION
Please see attached audited financial statements for Light and
Laser.
ITEM 6. MATERIAL CONTACTS WITH COMPANY BEING ACQUIRED
Pursuant to the Agreement and Plan of Reorganization/Exchange with
LASER, 100% of the outstanding common stock of LASER has been
exchanged for shares of Lights common stock based on a value of
$1.00 US per share.
ITEM 7. REOFFERING BY PERSONS DEEMED UNDERWRITERS
Since the consummation of this Reorganization/Exchange, Light has
13,000,000 shares of Common Stock outstanding. Of these shares, the
10,500,000 shares issued in the Reorganization/Exchange are freely
tradable without restriction or further registration under the
Securities Act of 1933, as amended, except for any shares purchased
by an affiliate of the Company (in general, a person who has a
control relationship with us) which will be Subject to the
limitations of Rule 144 adopted under the Act.
ITEM 8. INTEREST OF NAMED EXPERTS AND COUNSEL
No named expert or counsel was hired on a contingent basis, will
receive a direct or indirect interest in the small business issuer,
or was a promoter, underwriter, voting trustee, director, officer
or employee of the small business issuer.
ITEM 9. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
The bylaws of LIGHT do provide for the indemnification of any
director, officer, employee or agent of the issuer, or any person
serving in such capacity for any other entity or enterprise at the
request of the issuer against any and all legal expenses (including
attorneys fees), claims and liabilities arising out of any action,
suit or proceeding, except an action by or in the right of the
issuer. The bylaws of LASER do provide for such indemnification, and
management intends that the bylaws of each company shall provide for
indemnification of officers and directors to the extent permitted by
Nevada law for LIGHT and by Canadian law for LASER.
Nevada law provides liberal indemnification of officers and
directors of Nevada corporations.
Section 78.7502 of the Nevada Revised Statutes permits a corporation
to indemnify any officer, Director, employee, or agent, who is, was,
or is threatened to be made a party to any action, whether civil,
criminal, administrative, or investigative, except an action by or
in the right of the corporation, by reason of the fact that he is or
was an officer, director, employee, or agent, if he acted in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, in the case
of a criminal action, he had no reasonable cause to believe that
his conduct was unlawful. In the case in which a director, officer,
employee, or agent of a corporation has been successful on the
merits or otherwise in defense of such action, the corporation must
indemnify him for expenses, including attorneys fees, actually and
reasonably incurred by him. Insofar as indemnification for
liabilities arising under the federal securities laws may be
permitted to directors and controlling persons of the issuer, the
issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the law and is, therefor, unenforceable. In the event
a demand for indemnification is made, the issuer will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy
as expressed in the law and will be governed by the final
adjudication of such issue.
ITEM 14. INFORMATION WITH RESPECT TO REGISTRANT
LIGHT BUSINESS
Light was organized under the laws of the State of Nevada on April
20, 1998 under the name Triton Acquisition Corp. The Board of
Directors of Triton Acquisition Corp. changed its name to Light
Management Group, Inc. at a special meeting of the Board held on May
19, 1999. Since inception, Lights primary activity has been directed
to organizational efforts. Triton Acquisition Corp. was designed as
a vehicle to acquire a private company desiring to become an SEC
reporting company in order thereafter to secure a listing on the
over the counter bulletin board.
DILUTION
The difference between the initial public offering price per share
of Common Stock and the pro forma net tangible book value per share
after this offering constitutes the dilution to investors in this
offering. Net tangible book value per share is determined by
dividing the net tangible book value (total assets less intangible
assets and total liabilities) by the number of outstanding shares of
Common Stock.
At May 19, 1999, we had outstanding an aggregate of 10,000,000
shares of Common Stock having an aggregate net tangible book value
of $(54.51)or $(.0054) per share. After giving effect to the
3,000,000 shares to be issued in connection with the
Reorganization/Exchange, the pro forma net tangible book value of
the Common Stock would be $1,002,489 or approximately $.077 per
share. This represents an immediate increase in pro forma net
tangible book value of $.072 per share.
Additionally, Light may, in the future, issue shares of its Common
Stock for whatever business purposes we deem valid. Such issuances
of shares of Common Stock, including shares issuable pursuant to a
company stock option plan, may result in a further dilution of the
interest of our shareholders as well as the percentage of ownership
of purchasers of shares in this Offering.
CAPITALIZATION
The following table sets forth the capitalization of LIGHT as of May
19, 1999 and as adjusted to give effect to the securities currently
issued and outstanding, and the issuance of securities in connection
with the Reorganization/Exchange. For a description of the Common
Stock see DESCRIPTION OF SECURITIES.
Actual
As Adjusted
Short Term Debt
$0
$0
Shareholders Equity:
Common Stock, $.001 par value;
100,000,000 shares authorized;
10,000,000 shares issued and
outstanding;
13,000,000 shares issued as adjusted
$200,000
$260,000
Paid in Capital
$285,715
$371,429.50
Retained Earnings
$0
$0
Total Shareholders Equity
$485,715
$631,429.50
Total Capitalization
$485,715
$631,429.50
SELECTED FINANCIAL INFORMATION
The following summary financial information has been summarized from
the Companys Financial Statements included elsewhere in this
Prospectus/Proxy. The information should be read in conjunction with
the Financial Statements and the related Notes thereto. See
FINANCIAL STATEMENTS.
LIGHT MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
YEAR ENDED MARCH 31, 19991
1998
1999
SUMMARY OF OPERATING REVENUES
$ 0
$ 0
General, selling and
administrative expenses
$ 0
$ 0
Net profit per common share
$ 0
$ 0
Summary balance sheet data
$ 0
$ 0
Total assets
$ 0
$ 0
(1) May 19, 1999, total assets were $ 0 due to repayment of a long-
term note of $5,451 in 1999.
MANAGEMENT
As of May 19, 1999, the Board of Directors and officers consisted of
Barrington L. Simon, Bryan Latimer and Ian Brock.
Name / Title / Address
Age
Start of Term
on LIGHT Board
Start of Term on
LASER Board
Barrington L. Simon
President; Chief Executive
Officer and Director
3060 Mainway, Suite 310
Burlington, Ontario Canada
L7M1A3
Bryan Latimer
Ian Brock
53
34
61
May 19, 1999
May 19, 1999
May 19, 1999
September 4, 1998
September 4, 1998
September 4, 1998
BARRINGTON L. SIMON
Mr. Simon has been President and Chief Executive Officer and
Director of the Issuer since May 19, 1999. Since 1996 to present,
he has been the President of Omega Financial Services, Inc. a
Southern Ontario financial planning services firm. Mr. Simon
attended a general business degree program at the Stratford
Technical College England. Upon immigration to Canada he received
recognition and the designation Certified General Account. Mr.
Simon has worked for many reputable companies such as Mercantile
Bank of Canada (currently known as Citibank), Halton Credit Union,
Colortron Photo Services, Taylor Liebow Chartered Accountant and PPG
Canada Limited. In addition to working for the above companies, he
has owned and operated his own financial services company.
PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding the ownership
of our Common Stock (i) before the Merger as of the date of this
Prospectus, and (ii) as adjusted to reflect the shares issued in the
Merger, by each person who is known by the Company to own more than
5% of our outstanding Common Stock; each of our directors; and
directors of the Company as a group:
Security ownership of certain beneficial owners Security ownership
of certain beneficial owners-LIGHT MANAGEMENT GROUP, INC. as of
May 19, 1999/Pre-Reorganization/Exchange
Title of
Class
Name/Address of Owner
Shares
Beneficially
Owned
Percent of
Class
Common
Barrington L. Simon
3060 Mainway, Suite 310
Burlington, Ontario Canada L7M1A3
0
0%
Common
Officers and Directors
(1 person)
0
0%
Post-Merger/shown in common stock of the new company
Title of
Class
Name/Address of Owner
Shares
Beneficially
Owned
Percent of Class
Common
Barrington L. Simon
3060 Mainway, Suite 301
Burlington, Ontario Canada
L7M1A3
3,817,832
29.3%
Common
Bryan Latimer
967 Glenwood Avenue
Burlington, Ontario
Canada L7L 2K1
300,000
2%
Common
Ian Brock
2164 Alconbury Cres.
Burlington, Ontario
Canada L7P 3C4
20,000
.001%
Common
Officers and Directors
(3 individuals)
4,137,832
31%
(1) Barrington L. Simon
(2) Ian Brock
(3) Bryan Latimer
Resumes of Post-Merger Officers and Directors
BARRINGTON L. SIMON
Mr. Simon has been President and Chief Executive Officer and
Director of the Issuer since May 19, 1999. Since 1996 to present,
he has been the President of Omega Financial Services, Inc. a
Southern Ontario financial planning services firm. Mr. Simon
attended a general business degree program at the Stratford
Technical College England. Upon immigration to Canada he received
recognition and the designation Certified General Account. Mr.
Simon has worked for many reputable companies such as Mercantile
Bank of Canada (currently known as Citibank), Halton Credit Union,
Colortron Photo Services, Taylor Leibow Chartered Accountant and PPG
Canada Limited. In addition to working for the above companies, he
has owned and operated his own financial services company.
BRYAN LATIMER
Mr. Latimer, has successfully owned and operated an automobile
dealership specializing in the exportation of vehicles, fleet
leasing and specialty application vehicles. In addition to being a
member of the Chamber of Commerce of Burlington Ontario Canada, Mr.
Latimer is registered with the Ontario Minister of Consumer and
Commercial Relations, currently known as the OMVIC. Prior to owning
his business, Mr. Latimer worked for Daymond Vynal Products, a
division of Red Path Sugar, as a distribution coordinator. Mr.
Latimer is married with three children and stables standard bred
horses.
IAN BROCK
Mr. Brock comes to the Company with a strong sales background
working with such companies as York International, as Sales Manager,
GE Technical, as Sales Manager, Phillips Industries Engineered
Productions, as Sales Engineer and American Standard Engineered
Productions, as Sales Engineer. Mr. Brock is currently Pastor of
the Brock Faith Ministries in Ontario Canada. He is married with
two children.
MARKET PRICE AND DIVIDEND POLICY
Registrants common stock is traded at a value of approximately seven
and one half US dollars ($7.50) at close of market May 25, 1999.
The Registrant has never paid a cash dividend, however, Light does
anticipate that it will, at some undetermined point in the future,
declare a dividend distribution. The value, if any, of the
distribution has not been determined and the mere inclusion of this
intent to declare a distribution should not in any way be construed
as giving a value to such dividend.
DESCRIPTION OF SECURITIES
LIGHT Common Stock. The holders of Common Stock are entitled to one
vote for each share held of record on all matters to be voted on by
the shareholders.
There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50 percent
of the shares have the ability to elect the directors. The holders
of Common Stock are entitled to receive dividends when, as, and if
declared by the Board of Directors out of assets legally available
therefor. In the event of liquidation, dissolution or winding up of
the Company the holders of Common Stock are entitled to share
ratably in all assets remaining available for distribution to them
after payment of liabilities and after provision has been made for
each class of stock, if any, having preference. The Common Stock.
Holders of shares of Common Stock, as such, have no conversion,
preemptive or other subscription rights, and there are no redemption
provisions applicable to the Common Stock. All of the outstanding
shares of Common Stock are, and the shares of Common Stock offered
hereby when issued against the consideration set forth in this
Prospectus, will be, fully paid and nonassessable. The Companys
Certificate of Incorporation, as amended, authorizes 100,000,000
shares of $.001 par value Common Stock, of which 10,000,000 shares
were issued and outstanding as of May 19, 1999. All of the issued
and outstanding shares of Common Stock are fully paid, validly
issued and non-assessable.
Transfer Agent. The Transfer Agent and Registrar for the Common
Stock is General Securities Transfer Agency, Inc. a Stock Transfer
Company located at 3614 Calle del Sol NE, Albuquerque.
Warrants. No LIGHT warrants are outstanding.
LITIGATION
No material legal proceedings are pending to which LIGHT or any of
its property is subject and to the knowledge of LIGHT, there are no
other proceedings threatened.
ITEM 17. INFORMATION WITH RESPECT TO LASER
LASER/BUSINESS
Laser was incorporated in Ontario Canada in September 1998. Laser
sells and markets a system of light projections that emanate
graphics in a colorful and attractive design that is utilized as a
marketing technique. With up to 1024 points per object, each object
can be displayed with 64 different colors, from a palette of 16.7
million colors. Each palette can be changed continuously to get
smooth color changes, fades, color cycling, etc. Software features
allow objects to be positioned, rotated, sized, scaled, and
distorted. Including, the mapping of objects onto surfaces (i.e. a
logo can be put on a waving flag). The software and laser allows
the appearance of animated text to fly through the air and/or flying
over a landscape. The applications for this product are numerous,
including entertainment packages, display of logos, and advertising.
From its inception to the present the business was operated as a
private entity. Its current President and Chief Executive Officer
Barrington L. Simon has been recruiting personnel, developing the
technological structure necessary to operate the laser system,
including the process orders, building operating structure,
establishing distributor relationships necessary to fulfill the
orders.
Security Ownership of Certain Beneficial Owners/Laser Show Systems
(Canada) Ltd., Inc. as of May 19, 1999 Pre-merger
Title of
Class
Name/Address of Owner
Shares
Beneficially
Owned
Percent of
Class
Percent
of Class
Diluted
Common
Barrington L. Simon
3060 Mainway, Suite 301
Burlington, Ontario
Canada
L7M1A3
757
63.1%
29.4%
Common
Officers and Directors
(1 individual)
757
63.1%
29.4%
LASER-SELECTED FINANCIAL INFORMATION
The following summary financial information has been summarized from
the Companys Financial Statements included elsewhere in this
Prospectus/Proxy. The information should be read in conjunction with
the Financial Statements and the related Notes thereto. See
FINANCIAL STATEMENTS.
LASER SHOW SYSTEMS (CANADA) LTD.
YEAR ENDED February 15, 1999
Feb 15, 1999
SUMMARY OF OPERATIONS
REVENUES
0
COSTS OF SALES
0
TOTAL OPERATING EXPENSES
146,786
OTHER INCOME
1,073,708
EXTRAORDINARY ITEMS
(147,195)
NET PROFIT
(9.353)
NET PROFIT PER COMMON SHARE
BASIC
(.009)
SUMMARY BALANCE SHEET DATA
TOTAL ASSETS
1,542,143
INFORMATION REGARDING LASER SECURITIES
LASERs stock is not traded.
As of May 19, 1999 LASER had 1,200 shares of common stock
outstanding. LASER has never paid a cash dividend and has no
present intention of so doing.
There are no recent sales of LASERs unregistered securities to be
reported.
LASER MANAGEMENT
BARRINGTON L. SIMON
Mr. Simon has been President and Chief Executive Officer and
Director of the Issuer since May 19, 1999. Since 1996 to present,
he has been the President of Omega Financial Services, Inc. a
Southern Ontario financial planning services firm. Mr. Simon
attended a general business degree program at the Stratford
Technical College England. Upon immigration to Canada he received
recognition and the designation Certified General Account. Mr.
Simon has worked for many reputable companies such as Mercantile
Bank of Canada (currently known as Citibank), Halton Credit Union,
Colortron Photo Services, Taylor Leibow Chartered Accountant and PPG
Canada Limited. In addition to working for the above companies, he
has owned and operated his own financial services company.
LASER EXECUTIVE COMPENSATION
LASER has not entered into employment agreements with any of its
employees
LASER CERTAIN TRANSACTIONS
ITEM 18. PROXY INFORMATION
FINANCIAL STATEMENTS
Financial Statements-LIGHT
Reports of Independent Auditor, Dated December 31, 1998.
Balance Sheets as of and for the Period Ended March 31, 1999.
Statement of Operation for the years ended two years and for the
period ended March 31, 1999.
Financial Statements-LASER
Report of Independent Auditor, Taylor Leibow, dated February 19,
1999.
Balance Sheets as of and for the Period Ended February 19, 1999.
Statement of Operation for the years ended two years and for the
period ended February 19, 1999.
No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained in this
Prospectus and if given or made, such information or representations
must not be relied upon as having been authorized by the Company.
Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that there has
been no change in the affairs of the Company since the date hereof.
This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby
in any jurisdiction to any person to make such offer or solicitation
in such jurisdiction.
No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained in this
Prospectus and if given or made, such information or representations
must not be relied upon as having been authorized by the Company.
Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any publication that there has
been no change in the affairs of the Company since the date hereof.
This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby
in any jurisdiction to any person to make such offer or solicitation
in such jurisdiction.
TABLE OF CONTENTS Page
Available Information Inside
Front Cover
Prospectus/Proxy Summary __
The Companies __
The Reorganization/Exchange-Summary __
Risk Factors __
Terms of Transaction __
Special Meeting __
The Transaction __
Tax Consequences __
Pro Forma Financial Information __
Material Contacts with Company Being Acquired __
Reoffering by Persons Deemed Underwriters __
Interest of Named Experts and Counsel __
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities __
Information with Respect to Registrant __
LIGHT Business __
Dilution __
Capitalization __
Selected Financial Information __
Management __
Principal Stockholders __
Market Price and Dividend Policy __
Description of Securities __
Litigation __
Information with Respect to LASER __
LASER Business __
LASER Selected Financial Information __
LASER Information Regarding
LASER Securities __
LASER Management __
LASER Executive Compensation __
LASER Certain Transactions __
Proxy Information __
Financial Statements __
PART II
ITEM 20. INDEMNIFICATIONS OF OFFICERS AND DIRECTORS
The bylaws of LIGHT do provide for the indemnification of any
director, officer, employee or agent of the issuer, or any person
serving in such capacity for any other entity or enterprise at the
request of the issuer against any and all legal expenses (including
attorneys fees), claims and liabilities arising out of any action,
suit or proceeding, except an action by or in the right of the
issuer. The bylaws of LASER also provide for such indemnification,
and management intends that the bylaws of the surviving post-merger
entity shall provide for indemnification of officers and directors
to the extent permitted by Nevada law.
Nevada law provides liberal indemnification of officers and
directors of Nevada corporations. Section 78.7502 of the Nevada
Revised Statutes permits a corporation to indemnify any officer,
director, employee, or agent, who is, was, or is threatened to be
made a party to any action, whether civil, criminal, administrative,
or investigative, except an action by or in the right of the
corporation, by reason of the fact that he is or was an officer,
director, employee, or agent, if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and, in the case of a criminal
action, he had no reasonable cause to believe that his conduct was
unlawful. In the case in which a director, officer, employee, or
agent of a corporation has been successful on the merits or
otherwise in defense of such action, the corporation must indemnify
him for expenses, including attorneys fees, actually and reasonably
incurred by him.
Insofar as indemnification for liabilities arising under the federal
securities laws may be permitted to directors and controlling
persons of the issuer, the issuer has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the law and
is, therefor, unenforceable. In the event a demand for
indemnification is made, the issuer will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the law and will be governed by the final adjudication of such
issue.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
This Registration Statement incorporates LIGHTs Form 10QSB filed
April 9, 1999 and the following Exhibits thereto:
EXHIBITS
3.1 Articles of Incorporation/LIGHT
3.2 Articles of Exchange
3.3 Consent of Directors/Light
3.4 Consent of Directors/Laser
3.5 By-Laws LIGHT
10.1 Share Purchase Agreement
10.2 Share Exchange Agreement
13.1 Financial Statements/Laser
13.2 Latest Quarterly Report to Security Holders on
Form 10-Q/Light
24. Special Power of Attorney
27 Financial Data Schedule
The following financial statements are also incorporated by
reference to the Form 10-SB:
EXHIBITS
3.1 Articles of Incorporation LIGHT
3.2 By-Laws LIGHT
The following financial statements are also incorporated by
reference to the Form 10-SB:
PRO-FORMA FINANCIAL STATEMENTS LIGHT
Unaudited Pro-Forma Consolidated Balance Sheet as of March 31,
1999
Unaudited Pro-Forma Consolidated Income Statement for the first
quarter and nine months ended March 31, 1999.
FINANCIAL STATEMENTS LIGHT
The Financial Statements required by Item 310 of Regulation S-
B (in the form of the latest Annual Report on Form 10-Q) are
incorporated by reference in this Prospectus.
FINANCIAL STATEMENTS LASER
The Financial Statements required by Item 310 of Regulation S-
B (in the form of the latest Annual Report on Form 10-Q) are
incorporated by reference in this Prospectus, and are set forth in
their entirety as Exhibits 13.1 to this Form S-4.
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Information on this item is set forth in Prospectus under the
heading Disclosure of Commission Position on Indemnification for
Securities Act Liabilities.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Information on this item is set forth in the Prospectus under
the heading Use of Proceeds.
RECENT SALES OF UNREGISTERED SECURITIES
None.
EXHIBITS
The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached.
ITEM 22. UNDERTAKINGS
(a) 1. The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus
and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3
of Regulation S-X are not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
2. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrants annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of any employee benefit plans annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
3. The undersigned registrant hereby undertakes as follows: that
prior to any public re-offering of the securities registered
hereunder through use of a prospectus which is a part of this
registration statement, by any person or party who is deemed to
be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such re-offering prospectus will contain the
information called for by the applicable registration form with
respect to re-offerings by person who may be deemed
underwriters, in addition to the information called for by the
other items of the applicable form.
4. The registrant undertakes that every prospectus (i) that is
filed pursuant to paragraph (1) that is filed pursuant to
paragraph (i) immediately preceding, or (ii) that purports to
meet the requirements of section 10(a)(3) of the Act and is
used in connection with an offering of securities subject to
Rule 415, will be filed as a part of an amendment to the
registration statement and will not be used until such
amendment is effective, and that, for purposes of determining
any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(b) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into
the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to
send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration
statement through the date of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means
of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
has duly caused this registration statement to be signed on its
behalf by the undersigned; thereunto duly authorized, in the City of
Ontario, Canada, on June 1, 1999.
LIGHT MANAGEMENT GROUP, INC.
By:____________________________
BARRINGTON L. SIMON,
CHAIRMAN OF THE BOARD,
PRESIDENT, CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
Special Power of Attorney
The undersigned constitute and appoint Barrington L. Simon
their true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any and
all capacities, to sign any and all amendments, including post-
effective amendments, to this Form S-4 Registration Statement, and
to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission,
granting such attorney-in-fact the full power and authority to do
and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorney0in-fact may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons
in the capacities and on the date indicated:
Signature
Title
Date
/s/Barrington L. Simon
Barrington L. Simon
President, Chief
Executive
Officer,
Director
June 3, 1999
/s/ Bryan Latimer
Bryan Latimer
Director
June 3, 1999
/s/ Ian Brock
Ian Brock
Director
June 3, 1999
EXHIBIT INDEX
Exhibit
Number
Description
Method of Filing
3.1
Articles of Incorporation
Incorporated by
Reference
3.2
Articles of Share Exchange
See Below
3.3
Consent of Directors/Light
See Below
3.4
Consent of Directors/Laser
See Below
3.5
By-Laws
Incorporated by
Reference
10.1
Share Purchase Agreement
See Below
10.2
Share Exchange Agreement
See Below
13.1
Financial Statements of Light
Management Group, Inc.
Incorporated by
Reference
13.2
Financial Statements of Laser Show
Systems (Canada), Ltd.
See Below
13.3
Latest Quarterly Report to Security
Holders on Form 10-Q
Incorporated by
Reference
23.2
Consent of Accountants/Light
See Below
24
Special Power of Attorney
See Signature Page
27
Financial Data Schedule
See Below
ARTICLES OF SHARE EXCHANGE
LIGHT MANGEMENT GROUP, INC.
And
LASER SHOW SYSTEMS (CANADA) LTD.
In accordance with NRA 92A.200 Articles of Mergers and Exchanges of
Interest
The undersigned President of Laser Show Systems (Canada)
Ltd. (Laser) a Canadian corporation and the Chairman of Light
Management Group, Inc. (Light) a Nevada corporation, DO HEREBY
CERTIFY AS FOLLOWS:
(1) The constituent corporations in the share exchange
agreement (the Exchange) are Laser and Light.
(2) An Agreement and Plan of Share Exchange dated May
19, 1999 (the Share Exchange Agreement) has been
approved, adopted and executed by each of the
constituent corporations in accordance with NRA 92A.200
Articles of Mergers and Exchanges of Interest and is
hereby incorporated herein by this reference.
(3) The Exchange is hereby duly recommended for
approval by the shareholders of each constituent
corporation.
(4) The Exchange shall become effective on the date on
which these Articles of Share Exchange are
executed.
IN WITNESS WHEREOF, the parties hereto have caused these
Articles of Share Exchanged to be duly executed as of
this 19th day of May 1999.
Light Management Group, Inc
Date: May 19, 1999 By:/s/ Barrington L. Simon
Barrington L. Simon, President
Laser Show Systems (Canada) Ltd.
Date: May 19, 1999 By:/s/ Barrington L. Simon
Barrington L. Simon, President
CONSENT OF DIRECTORS
IN LIEU OF SPECIAL MEETING
OF
LASER SHOW SYSTEMS (CANADA) LTD.
Pursuant to regulations and laws of Canada the
undersigned, being all of the directors of Laser Show Systems
(Canada) Ltd. (Laser) a Canadian corporation, acting without a
meeting, DO HEREBY UNANIMOUSLY ADOPT the following resolutions and
DO HEREBY UNANIMOUSLY CONSENT to the taking of the action therein
set forth.
RESOLVED, that the Board of Directors of the Laser deems
it advisable and in the best interest of the Company and
its shareholders that the Company becomes the wholly
owned subsidiary of Light Management Group, Inc.
(Light), a Nevada corporation, by way of an exchange of
shares of the company for shares of Light (the
Exchange);
FURTHER RESOLVED, that, the Exchange be effected
pursuant to an Agreement and Plan of Share Exchange
attached hereto as Exhibit A and incorporated herein by
this reference, and that the Exchange has been approved
by the requisite majority of shareholders of Laser;
DISCUSSED, that the members of the Board are
interested directors in the transaction, however,
disclosure to the shareholders and their approval of the
Exchange resolves any issues.
FURTHER RESOLVED, that, the President of the Company is
hereby authorized and directed, on behalf of the Company
to execute such Agreement and Plan of Share Exchange;
and
FURTHER RESOLVED, that any officer or officers of the
Company are hereby authorized and directed to procure
any government authorizations, licenses and/or permits,
execute and file any documents and take any actions that
such officer(s) may deem to be necessary or desirable to
accomplish the purposes of the foregoing resolution.
The procurement of any such authorization(s),
license(s), and/or permit(s), the execution or filing of
any document(s) or the taking of any such action(s) by
such officer(s) shall constitute conclusive evidence
that the officer(s) deemed such document(s) or action(s)
to be necessary or desirable to accomplish the purpose
of these resolutions.
The execution of this consent shall constitute a written
waiver of any notice required by the Laws of Canada or the Companys
By-laws. The actions set forth herein shall be effective when the
last director signs this consent.
Laser Show Systems (Canada) Ltd.
Date:May 19, 1999 By:/s/ Barrington L. Simon
Barrington L. Simon, President,
Chief Executive Officer and
Director
CONSENT OF DIRECTORS
IN LIEU OF SPECIAL MEETING
OF
LIGHT MANAGEMENT GROUP, INC.
Pursuant to regulations and laws of the State of Nevada,
specifically NRA 92A.200 articles of Mergers and Exchanges of
Interest, the undersigned, being all of the directors of Light
Management Group, Inc. (Light) a Nevada corporation, acting without
a meeting, DO HEREBY UNANIMOUSLY ADOPT the following resolutions and
DO HEREBY UNANIMOUSLY CONSENT to the taking of the action therein
set forth.
RESOLVED, that the Board of Directors of the Light deems
it advisable and in the best interest of the Company and
its shareholders that the Company acquire as a wholly
owned subsidiary of Laser Show Systems (Canada) Ltd.
(Laser), a Canadian corporation, by way of an exchange
of shares of the company for 100% of the capital
structure of Laser (the Exchange);
FURTHER RESOLVED, that, the Exchange be effected
pursuant to an Agreement and Plan of Share Exchange
attached hereto as Exhibit A and incorporated herein by
this reference, and that the Exchange has been approved
by the requisite majority of shareholders of Light;
DISCUSSED, that the members of the Board are
interested directors in the transaction, however,
disclosure to the shareholders and their approval of the
Exchange resolves any issues.
FURTHER RESOLVED, that, the President of the Company is
hereby authorized and directed, on behalf of the Company
to execute such Agreement and Plan of Share Exchange;
and
FURTHER RESOLVED, that any officer or officers of the
Company are hereby authorized and directed to procure
any government authorizations, licenses and/or permits,
execute and file any documents and take any actions that
such officer(s) may deem to be necessary or desirable to
accomplish the purposes of the foregoing resolution.
The procurement of any such authorization(s),
license(s), and/or permit(s), the execution or filing of
any document(s) or the taking of any such action(s) by
such officer(s) shall constitute conclusive evidence
that the officer(s) deemed such document(s) or action(s)
to be necessary or desirable to accomplish the purpose
of these resolutions.
The execution of this consent shall constitute a written
waiver of any notice required by the Laws of Nevada or the Companys
By-laws. The actions set forth herein shall be effective when the
last director signs this consent.
Light Management Group, Inc.
Date: May 19, 1999 By:/s/Barrington L. Simon
Barrington L. Simon, President
Light Management Group, Inc.
By:/s/Bryan Latimer
Bryan Latimer, Director
Light Management Group, Inc.
By:/s/Ian Brock
Ian Brock, Director
SHARE PURCHASE AGREEMENT
This Agreement is made and entered into this 19th day of May,
1999, by and between Triton Acquisition Corporation (hereinafter
Triton), a Nevada corporation, with offices located at 211 West
Wall, Midland, Texas 79701 and Omega Financial Services, Inc.
(hereinafter Omega) a Canadian corporation, with offices located at
3060 Mainway Drive, Suite 301, Burlington, Ontario, Canada L7M1A3;
both of whom hereby agree to the purchase of 7,350,000 shares of
Tritons authorized but un-issued shares of common stock by Omega as
described herein.
RECITALS
WHEREAS, It is understood by the Parties that Triton is a
Nevada corporation, whose shares are traded over-the-counter (OTC BB
symbol: TRAM) and publicly held, stock information is attached
hereto as Exhibit A.
WHEREAS, It is understood by the Parties that Omega is a
Canadian corporation, whose shares are privately held.
WHEREAS, Triton has recently completely a three to one reverse
split of all of its capital stock;
WHEREAS, Omega desires to purchase from Triton 7,350,000
shares of Tritons common stock issued from treasury;
WHEREAS, Triton desires to sell Omega 7,350,000 shares
of Tritons common stock issued from treasury;
AGREEMENT
NOW THEREFORE, in consideration of the recitals, mutual
promises and covenants set forth herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties agree as follows:
1. Sale of Stock
Subject to the terms and conditions set forth herein, Triton
hereby sells to Omega seven million, three hundred fifty thousand
(7,350,000) shares of its authorized but un-issued shares of common
stock from treasury. In consideration for the shares, Omega shall
wire transfer to Triton the sum of seven hundred, thirty-five
($735.00) US dollars.
2. Issuance of Shares
Triton hereby agrees to have issued seven million, three
hundred fifty thousand (7,350,000) shares from its authorized but
un-issued common stock from treasury simultaneously with the signing
of this Agreement.
3. Effective Date
The Effective Date of this share exchange shall be the signing
date of this Agreement.
In exercising their rights under this Agreement each of the
Constituent Corporations may act by its Board of Directors, and
such rights may be so exercised, notwithstanding the prior
approval of this Agreement by the shareholders of a Constituent
Corporation.
4. Representations and Warranties of Omega
4.1 Triton hereby makes the following representations and
warranties to Omega, each of which is true as of the date hereof and
as of the Effective Date:
The operations of Omega are validly licensed, organized, and
existing in good standing with all State and Federal appropriate
regulatory agencies, and Omega has taken all requisite corporate
actions required under the Certificates of Incorporation and the By-
Laws of Omega and its subsidiaries, and the laws of Canada, to the
extent necessary to enter into this Agreement and to carry out the
terms and conditions to be performed by Omega.
4.2 Omega represents that it is under no impediment or constraint,
legal or otherwise, which would prevent it from entering into this
Agreement and performing the exchange transaction described herein;
and further represents that it has taken any and all corporate
action required under its Certificate of Incorporation, By-Laws, and
the laws of Canada, to the extent necessary for the performance by
Omega of the promises and covenants contained herein.
4.3 Omega is not involved in any pending litigation or
governmental investigation or proceeding. To the best knowledge of
Omega, no material litigation, claim, assessment or governmental
investigation or proceeding is threatened, which could affect its
ability to enter into this Agreement or to carry out its purposes
and covenants, which has not been disclosed. Triton acknowledges
its duty to exercise due diligence in ascertaining the existence of
any pending claims, which were not known to Omega prior to executing
this Agreement.
4.4 Omega has full power, authority, and legal right to enter into
this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the
compliance by Omega with the provisions hereof will not (1) conflict
with or result in a breach of any provisions of, or constitute a
material default (or an event which, with notice or lapse of time or
both, would constitute a material default) under, or result in the
creation of any material lien, security interest, charge, or
encumbrance upon the Omega property(ies) or any of the material
property, business operations, licenses, or other assets of Omega
under any of the terms, conditions, or provisions of the Certificate
of Incorporation or By-Laws, if applicable, or any material note,
bond, mortgage, indenture, license, agreement, or other instrument
or obligation to which Omega is a party, or by which it is bound; or
(2) violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Omega or any of its respective properties,
business operations, or assets.
4.5 Omega has, to the best of its knowledge, disclosed to Triton
all events, conditions, and facts materially affecting their
business and properties of Omega. Omega has neither withheld
information nor knowledge of any such events, conditions, or facts,
which he knows, or have reasonable grounds to know, may materially
affect the business of Omega or future prospects.
4.6 Omega warrants and represents that, before entering into this
transaction, it has investigated the business and financial
condition of Triton and has relied upon his own independent
investigation and his own legal and accounting counsel before
executing this Agreement.
4.7 Omega understands that Triton has exercised the necessary due
diligence to verify the accuracy of all representations made to it
herein by Omega and to satisfy itself of the condition of Omega and
Omega enters into the Agreement with that understanding.
5. Representations and Warranties of Triton
5.1 Triton hereby makes the following representations and
warranties to Omega, each of which is true as of the date hereof and
as of the Effective Date:
5.2 Triton is a corporation duly organized and existing by virtue
of the laws of the State of Nevada, USA.
5.3 Triton has an authorized capitalization of 100,000,000 shares
of common stock, no par value per share, of which approximately
10,000,000 shares are currently issued and outstanding.
5.4 All filings required to be made by Triton pursuant to any
federal or state securities laws have been or are being made and are
current, and contain no material misstatement or omit any facts
required so as not to be misleading. The shares of Triton to be
transferred to Omega hereby will, upon the issuance hereof, be duly
and validly issued, fully paid, and non-assessable under the
Securities Act of 1933 and shall bear no restrictive legend. All of
the Tritons shares transferred to Omega will carry full voting
rights and, when delivered, shall be free and clear of all liens,
and all other encumbrances, claims, equities, and liabilities of
every nature, and Triton, having duly taken all corporate action
required thereto, has the unqualified right to issue the Tritons
shares and to deliver a clear and unencumbered title thereto to
Omega. Triton is under no obligation, legal or otherwise, to
establish any other class of common or preferred stock, or any other
type of security.
5.5 The execution of this Agreement by Triton, and the performance
by Triton of its covenants and undertakings hereunder, have been
duly authorized by all requisite corporate action and approved by
the Board of Directors. Triton has the corporate power and authority
to enter into this Agreement and perform the covenants and
undertakings to be performed by it hereunder, and is under no
impediment, which would affect or prohibit this transaction.
5.6 All documents of Triton heretofore delivered to Omega are true
and correct copies thereof.
5.7 Triton asserts that it is not involved in any pending
litigation or governmental investigation or proceeding and, to the
best knowledge of Triton, no material litigation, claim, assessment,
or governmental investigation or proceeding is pending or threatened
which might result in any change in the business or condition,
financial or otherwise, of the Triton, or in any of its properties
or assets, or which might result in any liability on the part of
Triton or which questions the validity of this Agreement, or might
otherwise adversely affect Triton, or of any action taken or to be
taken pursuant to or in connection with the provisions of this
Agreement, and to the best of the Tritons knowledge, there is no
basis for any such litigation, claim, assessment or governmental
investigation or proceeding.
5.8 All Triton shares to be issued to Omega will be validly
issued, non-assessable, and fully paid, with full voting rights, and
will be issued in a non-public offering pursuant to exemptions from
registration under federal and state securities laws.
5.9 Triton has not breached, nor is there any pending or
threatened claim or any legal basis for a claim that Triton has
breached, any of the terms or conditions of any agreement, contract,
or commitment to which it is a party or is bound, and the execution
and performance hereof will not violate any law or any provisions of
any agreement to which Triton is subject.
5.10 Triton has disclosed all events, conditions, and facts
materially affecting the business and prospects of Triton. Triton
has not withheld disclosure of any such events, conditions, and fact
which it, through management, has knowledge of, or has reasonable
grounds to know, that may materially affect the business and
prospects of Triton.
5.11 Triton has full power, authority and legal right to enter into
this Agreement and to consummate the transactions contemplated
hereby. The execution of delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the
compliance by Triton with the provisions hereof will not: (1)
conflict with or result in a breach of any provisions of, or
constitute a material conflict (or an event which, with notice or
lapse of time or both, would constitute a material default) under,
or result in the creation of any material lien, security interest,
charge, or encumbrance upon the Triton under any of the terms,
conditions, or provisions of the Articles of Incorporation or By-
Laws of Triton or any material note, bond, mortgage, indenture,
license, agreement, or the instrument or obligation to which Triton
is a party, or by which it is bound; or (2) violate any order, writ,
injunction, decree, statute, rule, or regulation applicable to
Triton or any of its properties or assets.
5.12 This Agreement has been duly authorized by all requisite
corporate action of the Triton, duly approved by the vote of Tritons
Board of Directors, duly executed and delivered by the Triton, and
constitutes the valid and legally binding obligation of the Triton
enforceable against the Triton in accordance with its terms.
5.13 Triton is not, nor immediately following the Effective Date
will be, in violation or breach of or in default under its
Certificate of Incorporation or By-Laws. The execution, delivery,
and performance by the Triton of this Agreement will not conflict
with, result in a breach or violation of, constitute a default
under, or result in the create of any lien on the properties or
assets of the Triton pursuant to the Certificate of Incorporation or
By-Laws of the Triton, or violate any law, rule, or regulation or,
to the best knowledge of its counsel, breach any material agreement
or instrument, order, judgment, or decree to which the Triton is
subject or by which its assets are bound.
5.14 Triton shall be responsible for filing all reports or making
any disclosures regarding this transaction that are required by any
federal securities statutes and shall indemnify and hold harmless
Omega and its shareholders from its failure to comply therewith,
including any attorneys fees incurred relative thereto.
6. Nature and Survival of Representations.
All representations, warranties, promises, and covenants made
by a party to this Agreement and set forth herein, or in any Exhibit
hereto, shall survive the execution of this Agreement and its
closing as set forth herein.
7. Miscellaneous Provisions.
7.1 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. All
parties hereto shall be provided with duplicate originals of the
signature pages evidencing the execution of this Agreement by all
parties hereto within seven (7) days from the date each party
affixes his or her signature to this Agreement. It shall be the
responsibility of each signing party to forward duplicate originals
of his or her signature to the other parties to this Agreement in
accordance with this provision.
7.2 Entire Agreement.
This Agreement constitutes the entire Agreement among the
parties pertaining to the subject matter hereof, and supersedes all
prior and contemporaneous agreements and understandings of the
parties in connection herewith. There are no oral promises,
conditions, representations, understandings, interpretations, or
terms of any kind as conditions or inducements to the execution of
the Agreement, which are not set forth herein.
7.3 Further Assurances.
At any time, and from time to time after the date hereof, each
party will execute such additional instruments, and take such
action, as may be reasonably requested by the other party to confirm
or perfect title to any shares, or other asset transferred
hereunder, or to otherwise carry out the intent and purposes of this
Agreement.
7.4 Waiver.
Any failure on the part of either party hereto to comply with
any of the obligations, agreements, or conditions hereunder may be
waived in writing by the party to whom such compliance is owned.
7.5 Notices.
All notices and communications hereunder shall be made in
writing and shall be deemed to have been given if delivered in
person or sent by prepaid, first class, registered or certified
mail, return receipt requested to each party.
7.6 Severability.
The parties to the Agreement hereby agree and affirm that none
of the above provisions is dependent upon the validity of all of the
provisions, and if any part of this Agreement is deemed to be
unenforceable, the balance of the Agreement shall remain in full
force and effect.
7.7 Default Cost.
In the event any party hereto has to result to legal action to
enforce any of the terms hereof, such party shall be entitled to
collect attorneys fees and all other costs from the party at fault.
7.8 Amendment.
This Agreement or any provision hereof, may not be changed,
waived, terminated, or discharged except by means of a written
supplemental instrument signed by the arty or parties against whom
enforcement of the change, waiver, termination, or discharge is
sought.
7.9 Governing Law.
This Agreement shall be governed by the laws of the State of
Nevada.
7.10 Inurement.
This Agreement shall be binding upon the parties hereto, and
inure to the benefit of the parties, and, where applicable, their
heirs, personal representatives, successors in interest, and
assigns.
___________________________
Triton Acquisition Corp. Date: ______
Glenn Little
___________________________
Omega Financial Services, Inc. Date:
Barrington L. Simon
SHARE EXCHANGE AGREEMENT
Acquisition of Laser Show Systems (Canada), Ltd., by
Light Management Group, Inc.
This Agreement is made and entered into this ___ day of May,
1999, by and between Light Management Group, Inc. (hereinafter
Light), a Nevada corporation, with offices located at 211 West Wall,
Midland, Texas 79701 and Laser Show Systems (Canada), Ltd.
(hereinafter Laser) a Canadian corporation, with offices located at
3060 Mainway Drive, Suite 301, Burlington, Ontario, Canada L7M1A3;
both of whom hereby agree to the acquisition of Laser by Light as
described herein.
RECITALS
WHEREAS, It is understood by the Parties that Light is a
Nevada corporation, whose shares are traded over-the-counter (OTC BB
symbol: LMGI) and publicly held, stock information is attached
hereto as Exhibit A.
WHEREAS, It is understood by the Parties that Laser is a
Canadian corporation, whose shares are privately held.
WHEREAS, Light desires to acquire from Laser one hundred
percent (100%) of its ownership, rights, and interest in the entire
issued and outstanding share capital of Laser in exchange for three
million (3,000,000) shares of Light common stock issued from
treasury.
WHEREAS, Laser desires to sell Light one hundred percent
(100%) of its ownership, rights, and interest in the entire issued
and outstanding share capital of Laser its stock in exchange for
three million (3,000,000) shares of Light common stock issued from
treasury.
WHEREAS, the share exchange is intended to qualify as a
reorganization under section 368(a)(1)(b) of the Internal Revenue
Code (hereinafter the Code).
AGREEMENT
NOW THEREFORE, in consideration of the recitals, mutual
promises and covenants set forth herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties agree as follows:
1. Acquisition of Laser
Subject to the terms and conditions set forth herein, Laser
hereby exchanges and transfers to Light one hundred percent (100%)
of its ownership, rights and interest in its entire issued and
outstanding share capital for three million (3,000,000) shares of
Lights authorized but un-issued common stock from treasury in a non-
taxable, asset for asset exchange. It is hereby agreed that Light
shall honor and give full force and effect to any employee purchase
agreement of Laser in effect as of the date of this Agreement.
2. Issuance of Shares
Light hereby agrees to have issued three million (3,000,000)
shares of Light from its authorized but un-issued common stock from
treasury within five (5) business days from the date of this
Agreement.
3. Effective Date
The Effective Date of this share exchange shall be, and such term
as used herein shall mean, the exact day and time on which the
Articles of Share Exchange attached hereto as Exhibit B are
signed by the respective Board of Directors.
In exercising their rights under this Agreement each of the
Constituent Corporations may act by its Board of Directors, and
such rights may be so exercised, notwithstanding the prior
approval of this Agreement by the shareholders of a Constituent
Corporation.
4. Representations and Warranties of Laser
4.1 Light hereby makes the following representations and
warranties to Laser, each of which is true as of the date hereof and
as of the Effective Date:
The operations of Laser are validly licensed, organized, and
existing in good standing with all State and Federal appropriate
regulatory agencies, and Laser has taken all requisite corporate
actions required under the Certificates of Incorporation and the By-
Laws of Laser and its subsidiaries, and the laws of Canada, to the
extent necessary to enter into this Agreement and to carry out the
terms and conditions to be performed by Laser.
4.2 Laser represents that it is under no impediment or constraint,
legal or otherwise, which would prevent it from entering into this
Agreement and performing the exchange transaction described herein;
and further represents that it has taken any and all corporate
action required under its Certificate of Incorporation, By-Laws, and
the laws of Canada, to the extent necessary for the performance by
Laser of the promises and covenants contained herein.
4.3 Laser is not involved in any pending litigation or
governmental investigation or proceeding. To the best knowledge of
Laser, no material litigation, claim, assessment or governmental
investigation or proceeding is threatened, which could affect its
ability to enter into this Agreement or to carry out its purposes
and covenants, which has not been disclosed. Light acknowledges its
duty to exercise due diligence in ascertaining the existence of any
pending claims, which were not known to Laser prior to executing
this Agreement.
4.4 Laser has full power, authority, and legal right to enter into
this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the
compliance by Laser with the provisions hereof will not (1) conflict
with or result in a breach of any provisions of, or constitute a
material default (or an event which, with notice or lapse of time or
both, would constitute a material default) under, or result in the
creation of any material lien, security interest, charge, or
encumbrance upon the Laser property(ies) or any of the material
property, business operations, licenses, or other assets of Laser
under any of the terms, conditions, or provisions of the Certificate
of Incorporation or By-Laws, if applicable, or any material note,
bond, mortgage, indenture, license, agreement, or other instrument
or obligation to which Laser is a party, or by which it is bound; or
(2) violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Laser or any of its respective properties,
business operations, or assets.
4.5 Laser has, to the best of its knowledge, disclosed to Light
all events, conditions, and facts materially affecting their
business and properties of Laser. Laser has neither withheld
information nor knowledge of any such events, conditions, or facts,
which he knows, or have reasonable grounds to know, may materially
affect the business of Laser or future prospects.
4.6 Laser warrants and represents that, before entering into this
transaction, it has investigated the business and financial
condition of Light and has relied upon his own independent
investigation and his own legal and accounting counsel before
executing this Agreement.
4.7 Laser understands that Light has exercised the necessary due
diligence to verify the accuracy of all representations made to it
herein by Laser and to satisfy itself of the condition of Laser and
Laser enters into the Agreement with that understanding.
5. Representations and Warranties of Light
5.1 Light hereby makes the following representations and
warranties to Laser, each of which is true as of the date hereof and
as of the Effective Date:
5.2 Light is a corporation duly organized and existing by virtue
of the laws of the State of Nevada, USA.
5.3 Light has an authorized capitalization of 100,000,000 shares
of common stock, no par value per share, of which approximately
10,000,000 shares are currently issued and outstanding.
5.4 All filings required to be made by Light pursuant to any
federal or state securities laws have been or are being made and are
current, and contain no material misstatement or omit any facts
required so as not to be misleading. The shares of Light to be
transferred to Laser hereby will, upon the issuance hereof, be duly
and validly issued, fully paid, and non-assessable under the
Securities Act of 1933 and shall bear no restrictive legend. All of
the Lights shares transferred to Laser will carry full voting rights
and, when delivered, shall be free and clear of all liens, and all
other encumbrances, claims, equities, and liabilities of every
nature, and Light, having duly taken all corporate action required
thereto, has the unqualified right to issue the Lights shares and to
deliver a clear and unencumbered title thereto to Laser. Light is
under no obligation, legal or otherwise, to establish any other
class of common or preferred stock, or any other type of security.
5.5 The execution of this Agreement by Light, and the performance
by Light of its covenants and undertakings hereunder, have been duly
authorized by all requisite corporate action and approved by the
Board of Directors. Light has the corporate power and authority to
enter into this Agreement and perform the covenants and undertakings
to be performed by it hereunder, and is under no impediment, which
would affect or prohibit this transaction.
5.6 All documents of Light heretofore delivered to Laser are true
and correct copies thereof.
5.7 Light asserts that it is not involved in any pending
litigation or governmental investigation or proceeding and, to the
best knowledge of Light, no material litigation, claim, assessment,
or governmental investigation or proceeding is pending or threatened
which might result in any change in the business or condition,
financial or otherwise, of the Light, or in any of its properties or
assets, or which might result in any liability on the part of Light
or which questions the validity of this Agreement, or might
otherwise adversely affect Light, or of any action taken or to be
taken pursuant to or in connection with the provisions of this
Agreement, and to the best of the Lights knowledge, there is no
basis for any such litigation, claim, assessment or governmental
investigation or proceeding.
5.8 All Light shares to be issued to Laser will be validly issued,
non-assessable, and fully paid, with full voting rights, and will be
issued in a non-public offering pursuant to exemptions from
registration under federal and state securities laws.
5.9 Light has not breached, nor is there any pending or threatened
claim or any legal basis for a claim that Light has breached, any of
the terms or conditions of any agreement, contract, or commitment to
which it is a party or is bound, and the execution and performance
hereof will not violate any law or any provisions of any agreement
to which Light is subject.
5.10 Light has disclosed all events, conditions, and facts
materially affecting the business and prospects of Light. Light has
not withheld disclosure of any such events, conditions, and fact
which it, through management, has knowledge of, or has reasonable
grounds to know, that may materially affect the business and
prospects of Light.
5.11 Light has full power, authority and legal right to enter into
this Agreement and to consummate the transactions contemplated
hereby. The execution of delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the
compliance by Light with the provisions hereof will not: (1)
conflict with or result in a breach of any provisions of, or
constitute a material conflict (or an event which, with notice or
lapse of time or both, would constitute a material default) under,
or result in the creation of any material lien, security interest,
charge, or encumbrance upon the Light under any of the terms,
conditions, or provisions of the Articles of Incorporation or By-
Laws of Light or any material note, bond, mortgage, indenture,
license, agreement, or the instrument or obligation to which Light
is a party, or by which it is bound; or (2) violate any order, writ,
injunction, decree, statute, rule, or regulation applicable to Light
or any of its properties or assets.
5.12 This Agreement has been duly authorized by all requisite
corporate action of the Light, duly approved by the vote of Lights
Board of Directors, duly executed and delivered by the Light, and
constitutes the valid and legally binding obligation of the Light
enforceable against the Light in accordance with its terms.
5.13 Light is not, nor immediately following the Effective Date
will be, in violation or breach of or in default under its
Certificate of Incorporation or By-Laws. The execution, delivery,
and performance by the Light of this Agreement will not conflict
with, result in a breach or violation of, constitute a default
under, or result in the create of any lien on the properties or
assets of the Light pursuant to the Certificate of Incorporation or
By-Laws of the Light, or violate any law, rule, or regulation or, to
the best knowledge of its counsel, breach any material agreement or
instrument, order, judgment, or decree to which the Light is subject
or by which its assets are bound.
5.14 Light shall be responsible for filing all reports or making
any disclosures regarding this transaction that are required by any
federal securities statutes and shall indemnify and hold harmless
Laser and its shareholders from its failure to comply therewith,
including any attorneys fees incurred relative thereto.
6. Nature and Survival of Representations.
All representations, warranties, promises, and covenants made
by a party to this Agreement and set forth herein, or in any Exhibit
hereto, shall survive the execution of this Agreement and its
closing as set forth herein.
7. Miscellaneous Provisions.
7.1 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. All
parties hereto shall be provided with duplicate originals of the
signature pages evidencing the execution of this Agreement by all
parties hereto within seven (7) days from the date each party
affixes his or her signature to this Agreement. It shall be the
responsibility of each signing party to forward duplicate originals
of his or her signature to the other parties to this Agreement in
accordance with this provision.
7.2 Entire Agreement.
This Agreement constitutes the entire Agreement among the
parties pertaining to the subject matter hereof, and supersedes all
prior and contemporaneous agreements and understandings of the
parties in connection herewith. There are no oral promises,
conditions, representations, understandings, interpretations, or
terms of any kind as conditions or inducements to the execution of
the Agreement, which are not set forth herein.
7.3 Further Assurances.
At any time, and from time to time after the date hereof, each
party will execute such additional instruments, and take such
action, as may be reasonably requested by the other party to confirm
or perfect title to any shares, or other asset transferred
hereunder, or to otherwise carry out the intent and purposes of this
Agreement.
7.4 Waiver.
Any failure on the part of either party hereto to comply with
any of the obligations, agreements, or conditions hereunder may be
waived in writing by the party to whom such compliance is owned.
7.5 Notices.
All notices and communications hereunder shall be made in
writing and shall be deemed to have been given if delivered in
person or sent by prepaid, first class, registered or certified
mail, return receipt requested to each party.
7.6 Severability.
The parties to the Agreement hereby agree and affirm that none
of the above provisions is dependent upon the validity of all of the
provisions, and if any part of this Agreement is deemed to be
unenforceable, the balance of the Agreement shall remain in full
force and effect.
7.7 Default Cost.
In the event any party hereto has to result to legal action to
enforce any of the terms hereof, such party shall be entitled to
collect attorneys fees and all other costs from the party at fault.
7.8 Amendment.
This Agreement or any provision hereof, may not be changed,
waived, terminated, or discharged except by means of a written
supplemental instrument signed by the arty or parties against whom
enforcement of the change, waiver, termination, or discharge is
sought.
7.9 Governing Law.
This Agreement shall be governed by the laws of the State of
Nevada.
7.10 Inurement.
This Agreement shall be binding upon the parties hereto, and
inure to the benefit of the parties, and, where applicable, their
heirs, personal representatives, successors in interest, and
assigns.
Light Management Group, Inc.
Date: May 19, 1999 By:/s/Barrington L. Simon
Barrington L. Simon, Chairman
Laser Show Systems (Canada) Ltd. Date: May 19, 1999
By:/s/Barrington L. Simon
Barrington L. Simon
President
INDEPENDENT AUDITORS REPORT
To the Shareholders of
Laser Show Systems (Canada) Ltd.:
(A development stage enterprise):
We have audited the balance sheet of Laser Show
Systems (Canada) Ltd., (a development stage
enterprise) as at February 15, 1999 and the
statements of operations and cash flows from
September 4, 1998 (inception date) to February
15, 1999. These financial statements are the
responsibility of the companys management. Our
responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with
generally accepted auditing standards. Those
standards require that we plan and perform an
audit to obtain reasonable assurance 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.
In our opinion, these financial statements
present fairly, in all material respects, the
financial position of Laser Show Systems (Canada)
Ltd. (a development stage enterprise) as at
February 15, 1999 and the results of its
operations and its cash flows from September 4,
1998 to February 15, 1999, in accordance with
generally accepted accounting principles.
CHARTERED ACCOUNTANTS
Hamilton, Ontario
March 5, 1999
LASER SHOW SYSTEMS (CANADA) LTD.
(A Development Stage Enterprise)
BALANCE SHEET
As at February 15
1999
$
ASSETS
CURRENT
Accounts receivable 23,010
Prepaid expenses and deposits 45,023
68,033
CAPITAL ASSETS (Note 3) 1,467,927
INTANGIBLE ASSETS 6,183
1,542,143
LIABILITIES
CURRENT
Bank indebtedness 9,353
Accounts payable 286,560
Accrued liabilities 203,000
498,913
LOANS PAYABLE (Note 4) 35,290
534,203
STOCKHOLDERS EQUITY
COMMON STOCK (Note 5) 1,263
ADDITIONAL PAID IN CAPITAL 1,153,463
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE (146,786)
1,007,940
1,542,143
(See accompanying Notes to Financial Statements)
LASER SHOW SYSTEMS (CANADA) LTD.
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
For the period September 4, 1998
(inception date) to February 15, 1999
$
INTEREST AND OTHER INCOME 51
EXPENSES
Amortization 3,268
Bank charges and interest 361
Insurance 2,010
Office and general 2,688
Professional fees 1,330
Repairs and maintenance 1,598
Telephone 4,842
Travel 5,027
Utilities 9,405
Write-off of amount due from company related
through common shareholders 116,308
146,837
NET LOSS (DEFICIT) (146,786)
(See accompanying Notes to Financial Statements)
LASER SHOW SYSTEMS (CANADA) LTD.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
For the period September 4, 1998
(inception date) to February 15, 1999
$
CASH RESOURCES PROVIDED BY (USED IN):
OPERATING ACTIVITIES
Net loss (146,786)
Items not involving cash:
Amortization 3,268
Write-off of amount due from company related
through common shareholder 116,308
(27,210)
Changes in non-cash working capital (Note 8) 421,527
394,317
FINANCING ACTIVITIES
Increase in loans payable 35,290
Increase in contributed surplus 1,153,463
Issuance of common shares 1,263
Advances made to company related through
common shareholders (116,308)
1,073,708
INVESTING ACTIVITIES
Purchase of capital assets (1,471,195)
Purchase of intangible assets (6,183)
(1,477,378)
DECREASE IN CASH (9,353)
CASH, BEGINNING OF YEAR -
CASH DEFICIENCY, END OF YEAR (9,353)
(See accompanying Notes to Financial Statements)
1. COMMENCEMENT OF OPERATIONS
The company was incorporated under the Ontario Business
Corporations Act on September 4, 1998 and commenced active
operations on that date. The company is engaged in the
development and sale of advanced laser projection systems and in
the general technology of light management. Immediately
following the incorporation of the company all of the assets and
liabilities of the previous operating company, Laser Show
Systems International Inc. were transferred to Laser Show
Systems (Canada) Ltd. at cost by agreement of the shareholders
of Laser Show Systems International Inc.
2. SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared by management in
accordance with generally accepted accounting principles and
include the following significant accounting policies:
USE OF ESTIMATES
The preparation of financial statements in accordance with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amount
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amount of revenues and expenses during the reported
period. These estimates are reviewed periodically and, as
adjustments become necessary, they are reported in earnings in
the period in which they become known.
CAPITAL ASSETS AND AMORTIZATION
Capital assets are recorded at cost. Amortization is provided
for at the following methods and rates which are designed to
charge the cost of capital assets to income over their estimated
useful lives:
Equipment 20%
diminishing balance
Equipment under development 30%
diminishing balance
Furniture and fixtures 20%
diminishing balance
Computer equipment 30%
diminishing balance
Leasehold improvements 20%
straight line
All costs associated with acquiring, developing and testing the
advanced laser projection systems have been capitalized as part
of the cost of equipment under development.
No amortization has been recorded on the equipment under
development as it was still in the development stage, and was
not yet available for use as at February 15, 1999.
INTANGIBLE ASSETS
Intangible assets consist of patents and rights to the laser
projection systems and are recorded at cost. No amortization
has been recorded on intangible assets as the equipment was
still in the development stage, and was not yet available for
use at February 15, 1999.
3. CAPITAL ASSETS
Accumulated
Cost amortization Net
$ $ $
Equipment 14,498 1,450 13,048
Equipment under development 1,442,215 -
1,442,215
Furniture and fixtures 4,073 407 3,666
Computer equipment 8,897 1,335 7,562
Leasehold improvements 1,512 76 1,436
1,471,195 3,268 1,467,927
4. LOANS PAYABLE
Loans payable are unsecured and bear interest at 12%. Since the
lenders have indicated that they will not request payment in the
next year, the amounts have been classified as a non-current
liability.
5. COMMON STOCK
AUTHORIZED-
Unlimited number of common shares
Unlimited number of preference shares
ISSUED-
12,625 common shares at $1,263
6. RELATED PARTY TRANSACTIONS
Since July 1997, a total of $178,800 of consulting and
management fees have been incurred by the company and the
previously operating company known as Laser Show Systems
International Inc. to a company related through a common
shareholder. All of these amounts have been capitalized as
part of the cost of equipment under development.
7. FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS-
The fair values of accounts receivable, deposits, bank
indebtedness, accounts payable and accrued liabilities are
assumed to approximate their carrying amounts because of their
short term to maturity.
FOREIGN EXCHANGE RISK-
The company purchases its laser projection systems in U.S.
dollars and is therefore subject to foreign exchange
fluctuations. As at February 15, 1999, accounts payable
included $100,000 in U.S. dollars regarding the purchase of the
laser projection systems.
8. CHANGES IN NON-CASH WORKING CAPITAL
$
Accounts receivable (23,010)
Prepaid expenses and deposits (45,023)
Accounts payable 286,560
Accrued liabilities 203,000
421,527
Form 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1999
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
For the transition period from __________ to __________
Commission File No. 2-97360-A
Triton Acquisition Corporation
(Exact Name of Registrant as Specified in its Charter)
Nevada 59-
2091510
(State or Other Jurisdiction of (I.R.S.
Employer
incorporation or organization)
Identification Number)
211 West Wall, Midland, Texas 79701
(Address of Principal Executive Offices, including Zip
Code)
(915) 682-1761
(Registrants telephone number, including area code)
Indicate by check mark whether Registrant (1) has filed all reports
required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during
the preceding 12 months (or for such shorter period that Registrant
was required
to file such reports), and (2) has been subject to such filing
requirements for
the past 90 days:
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuers
classes of
common stock as of the latest practicable date:
Class Outstanding as of
March 31, 1999
Common Stock, $.0001 par value 7,950,000
Quarterly Report on Form 10-QSB for the Three Months Ended March 31,
1999
Triton Asset Management, Inc.-Page 1
<PAGE>
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements.
The accompanying interim unaudited financial
statements have been
prepared in accordance with the instructions to Form 10-QSB and do
not include
all of the information and footnotes required by generally accepted
accounting
principles for complete financial statements. In the opinion of
management, all
adjustments (consisting of normal recurring adjustments)
considered necessary
for a fair presentation have been included, and the disclosures are
adequate to
make the information presented not misleading. Operating results
for the three
months ended March 31, 1999, are not necessarily indicative of the
results that
may be expected for the year ended December 31, 1999. These
statements should be
read in conjunction with the financial statements and notes thereto
included in
the Annual Report on Form 10-KSB (filed with the Securities
and Exchange
Commission) for the year ended December 31, 1998.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Triton Acquisition Corporation
(a development-stage company)
Page
----
Balance Sheets as at March 31, 1999 (unaudited), and
December 31, 1998
3
Statements of Operations for the Three Months Ended
March 31, 1999, and 1998 (unaudited)
4
Statements of Cash Flows for the Three Months Ended
March 31, 1999(unaudited), and 1998 (unaudited)
5
Quarterly Report on Form 10-QSB for the Three Months Ended
March 31, 1999
Triton Asset Management, Inc.-Page 2
<PAGE>
<TABLE>
<CAPTION>
Triton Acquisition Corporation
(a development-stage company)
Balance Sheets as at
March 31, 1999 (unaudited), and December 31, 1998
ASSETS
March 31, 1999 December 31, 1998
<S> <C> <C>
(unaudited)
Cash -0- -0-
Total Assets -0- -0-
LIABILITIES AND SHAREHOLDERS EQUITY
Liabilities
Accounts Payable 4,451 3,820
Advances from stockholders 1,000 1,000
Total Liabilities 5,451 5,451
Shareholders Equity
Common Stock, $.0001 par value
per share; 100,000,000 shares,
7,950,000 shares
issued and outstanding 159,000 159,000
Additional paid-in Capital 227,144 227,144
Deficit Accumulated During
Development Stage (441,565) (441,565)
Total Shareholders
Equity (Deficit) (5,451) (5,451)
Total Liabilities and
Shareholders Equity -0- -0-
</TABLE>
Quarterly Report on Form 10-QSB for the Three Months Ended March 31,
1999
Triton Asset Management,
Inc.-Page 3
<PAGE>
Triton Acquisition Corporation
(a development-stage company)
Statements of Operations For the Three Months Ended
March 31, 1999 (unaudited), and March 31, 1998
(unaudited)
March 31, 1999
March 31, 1998
(unaudited)
(unaudited)
Revenue -0-
-0-
Total Revenue -0-
-0-
Expenses
Professional Fees -0-
-0-
Regulatory Expense -0-
-0-
Advertising and Marketing -0-
-0-
Miscellaneous Expense -0-
-0-
Office Supplies -0-
-0-
Total Expenses -0-
-0-
Net Income (Loss) Before Taxes -0-
-0-
Net Income (Loss) -0-
-0-
Primary Earnings Per Common Share -0-
-0-
Net Earnings (Loss) -0-
-0-
Weighted Average Number of 7,950,000
7,950,000
Common Shares Outstanding
Fully Diluted Earnings Per
Common Share -0-
-0-
Net Earnings (Loss) Per
Common Share -0-
-0-
Quarterly Report on Form 10-QSB for the Three Months Ended
March 31, 1999
Triton Asset Management,
Inc.-Page 4
<PAGE>
Triton Acquisition Corporation
(a development-stage company)
Statements of Cash Flows for the Three Months Ended
March 31, 1999 (unaudited), and March 31, 1998
(unaudited)
March 31, 1999
March 31, 1998
(unaudited)
(unaudited)
Cash Flows from Operating
Activities -0-
-0-
Increase in Accrued Liabilities -0-
-0-
New Cash Used from
Operating Activities -0-
-0-
Cash Flows from Investing
Activities -0-
-0-
Total Cash Flow from
Financing Activities -0-
-0-
Cash at Beginning of Period -0-
-0-
Net increase (decrease) -0-
-0-
Cash at End of Period 0-
-0-
Quarterly Report on Form 10-QSB for the Three Months Ended
March 31, 1999
Triton Asset Management,
Inc.-Page 5
<PAGE>
Item 2. Managements Discussion and Analysis of Financial Condition
and
Results of Operations.
Discussion of Financial Condition
The Company currently has no revenues, no operations
and owns no
assets. The Company will remain illiquid until such time as
a business
combination transaction occurs, if ever. No prediction of the
future financial
condition of the Company can be made.
Plan of Business
General. The Company intends to locate and combine with
an existing,
privately-held company which is profitable or, in managements view,
has growth
potential, irrespective of the industry in which it is engaged.
However, the
Company does not intend to combine with a private company which may
be deemed to
be an investment company subject to the Investment Company Act
of 1940. A
combination may be structured as a merger, consolidation,
exchange of the
Companys common stock for stock or assets or any other form which
will result
in the combined enterprises becoming a publicly-held corporation.
Pending negotiation and consummation of a combination,
the Company
anticipates that it will have, aside from carrying on its
search for a
combination partner, no business activities, and, thus, will have
no source of
revenue. Should the Company incur any significant liabilities
prior to a
combination with a private company, it may not be able to
satisfy such
liabilities as are incurred.
If the Companys management pursues one or more
combination
opportunities beyond the preliminary negotiations stage and those
negotiations
are subsequently terminated, it is foreseeable that such efforts
will exhaust
the Companys ability to continue to seek such combination
opportunities before
any successful combination can be consummated. In that event,
the Companys
common stock will become worthless and holders of the Companys
common stock
will receive a nominal distribution, if any, upon the Companys
liquidation and
dissolution.
Quarterly Report on Form 10-QSB for the Three Months Ended
March 31, 1999
Triton Asset Management,
Inc.-Page 6
<PAGE>
Combination Suitability Standards. In its pursuit for a
combination
partner, the Companys management intends to consider only
combination
candidates which are profitable or, in managements view, have growth
potential.
The Companys management does not intend to pursue any
combination proposal
beyond the preliminary negotiation stage with any combination
candidate which
does not furnish the Company with audited financial statements for
at least its
most recent fiscal year and unaudited financial statements for
interim periods
subsequent to the date of such audited financial statements, or is
in a position
to provide such financial statements in a timely manner. The
Company will, if
necessary funds are available, engage attorneys and/or
accountants in its
efforts to investigate a combination candidate and to
consummate a business
combination. The Company may require payment of fees by such
combination
candidate to fund the investigation of such candidate. In the
event such a
combination candidate is engaged in a high technology business, the
Company may
also obtain reports from independent organizations of
recognized standing
covering the technology being developed and/or used by the
candidate. The
Companys limited financial resources may make the acquisition of
such reports
difficult or even impossible to obtain and, thus, there can be no
assurance that
the Company will have sufficient funds to obtain such reports when
considering
combination proposals or candidates. To the extent the Company
is unable to
obtain the advice or reports from experts, the risks of
any combined
enterprises being unsuccessful will be enhanced. Furthermore, to
the knowledge
of the Companys officers and directors, neither the candidate nor
any of its
directors, executive officers, principal shareholders or general
partners:
(1) will not have been convicted of securities fraud,
mail fraud,
tax fraud, embezzlement, bribery, or a
similar criminal
offense involving misappropriation or theft of
funds, or be
the subject of a pending investigation or
indictment involving
any of those offenses;
(2) will not have been subject to a temporary
or permanent
injunction or restraining order arising
from unlawful
transactions in securities, whether as issuer,
underwriter,
broker, dealer, or investment advisor, may be
the subject of
any pending investigation or a defendant in a
pending lawsuit
arising from or based upon allegations
of unlawful
transactions in securities; or
(3) will not have been defendants in a civil action
which resulted
in a final judgement against it or him awarding
damages or
rescission based upon unlawful practices
or sales of
securities.
The Companys officers and directors will make these
determinations by
asking pertinent questions of the management of prospective
combination
candidates. Such persons will also ask pertinent questions of
others who may be
involved in the combination proceedings. However, the officers and
directors of
the Company will not generally take other steps to verify
independently
information obtained in this manner which is favorable. Unless
something comes
to their attention which puts them on notice of a possible
disqualification
which is being concealed from them, such persons will rely on
information
received from the management of the prospective combination
candidate and from
others who may be involved in the combination proceedings.
PART II-OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults upon Senior Securities.
None.
- - ------------------------------------------------------------------
- --------------
Quarterly Report on Form 10-QSB for the Three Months Ended
March 31, 1999
Triton Asset Management,
Inc.-Page 7
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None
SIGNATURES
In accordance with the requirements of the Securities
Exchange Act of
1934, Registrant has duly caused this report to be signed on its
behalf by the
undersigned, thereunto duly authorized.
Dated: April 1, 1999 Triton Asset Management, Inc.
By: /s/ Glenn A. Little
-----------------------
Glenn A. Little
President and
Principal Financial
Officer
- - ------------------------------------------------------------------
- --------------
Quarterly Report on Form 10-QSB for the Three Months Ended
March 31, 1999
Triton Asset Management,
Inc.-Page 8
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE>5
<MULTIPLIER>1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 5451
<BONDS> 0
0
0
<COMMON> 159000
<OTHER-SE> (5451)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
Taylor Leigow LLP Chartered Accountants
Effort Square, 7th Floor, 105 Main Street, Hamilton, Ontario Canada
L8N 1G6
Hamilton, June 3, 1999
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.
20459
Re: Light Management Group Inc. (formerly known as Triton
Acquisition Corp.)
Form S-4
Dear Sir/Madame:
As a Chartered Accountant, I hereby consent to the inclusion in this
Form SB-4 Registration Statement of my financial report dated March
5, 1999 in Light Management Group Inc.s submission for the fiscal
period ended February 15, 1999, and to all references to my firm
included in this Registration Statement.
Sincerely,
DAVID C. WELAND, C.A.
PARTNER
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAY-15-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 23
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 23
<PP&E> 45
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,542
<CURRENT-LIABILITIES> 498
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 1,153
<TOTAL-LIABILITY-AND-EQUITY> 1,542
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 146
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (146)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (146)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
