As filed with the Securities and Exchange Commission on May 5, 2000
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 Registrant's principal executive
offices and principal place of business)
CSC Services of Nevada, Inc.
502 East John Street
Carson City, NV 89706
(779) 882-3072
(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
<TABLE>
<CAPTION>
Title of each Proposed Proposed
class of maximum maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered (1) per unit (12) offering price fee
<S> <C> <C> <C> <C>
Common shares 500,000 $1.00 US $500,750 US $132.00
</TABLE>
(1) This Registration Statement relates to the securities of
the Registrant to be issued to the shareholders of Light
Management Group, Inc. (Light) and Exclusive Advertising, Inc.
(Exclusive), pursuant to an Agreement dated March 24, 2000.
(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 Exclusive
The Companies; Certain Transactions
Exclusive/Business
18.
Information in Proxies, Consents or
Authorizations are to be Solicited
Proxy Information
SUBJECT TO COMPLETION, DATED MAY 5, 2000
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 EXCLUSIVE
ADVERTISING, INC. (EXCLUSIVE), pursuant to an Agreement
and Plan of Merger dated March 24th, 2000.
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.
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 May 5, 2000.
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.
Light's 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 Agreement and Plan of Merger
4.2 Consent of Directors of Light
4.3 Consent of Directors of Exclusive
Light will provide without charge copies of its Form 10QSB and any exhibit upon
request made to Light's offices, as identified herein. To obtain timely
delivery, holders must request the information no later than five business days
before the date they must make their investment decision. To request information
security holders must contact:
Mr. Barrington L. Simon, CEO
Light Management Group, Inc.
Suite 301, 3060 Mainway Drive
Burlington, Ontario
Canada L7M 1A3
(905) 319-1111
TABLE OF CONTENTS Page
Available Information Inside
Front Cover
Prospectus/Proxy Summary 6
The Companies 7
The Reorganization/Exchange-Summary 7
Risk Factors 8
Terms of Transaction 10
Special Meeting 10
The Transaction 11
Tax Consequences 12
Pro Forma Financial Information 12
Material Contacts with Company Being Acquired 12
Reoffering by Persons Deemed Underwriters 12
Interest of Named Experts and Counsel 12
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities 13
Information with Respect to Registrant 14
Light Business 14
Dilution 14
Capitalization 14
Selected Financial Information 15
Management 16
Principal Stockholders 19
Market Price and Dividend Policy 19
Description of Securities 20
Litigation 20
Information with Respect to Exclusive 20
Exclusive Business 20
Exclusive Selected Financial Information 21
Exclusive Information Regarding
Exclusive Securities 21
Exclusive Management 21
Exclusive Executive Compensation 21
Exclusive Certain Transactions 21
Proxy Information 21
Financial Statements 21
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).
Exclusive was incorporated in Ontario Canada on August 24, 1995. It is a
privately held Canadian corporation. Exclusive's primary and sole activity
has been the marketing of advertising space on Toronto's GO Transit system.
Exclusive holds the exclusive contract to sell such advertising space.
Exclusive has 100 shares of stock outstanding. Book value is $1.00 per share.
Stock is not traded. All 100 shares of stock are held by Gare Pare.
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 warrant a
possible sale and/or distribution to become a self-standing publicly
traded company.
Light's executive offices are located at 3060 Mainway drive, Suite
301, Burlington, Ontario, Canada L7M1A3, (905) 319-1111.
Exclusive's executive offices are located at 4181 Sladeview Crescent,
Unit 44, Mississauga, Ontario, Canada L5L 5R2.
THE MERGER SUMMARY
Light has entered into an Agreement and Plan of Merger (Merger) with Exclusive.
Exclusive has been acquired by Light through an exchange of shares
with Exclusive, which has now been merged with and into Light.
The Merger requires Light to issue 500,000 shares of common stock from
treasury, $.001 par value, to the existing shareholders of Exclusive for 100%
of all shares of common stock of Exclusive, $0.01 par value.
The Board of Directors of Light unanimously voted in favor
of the Merger at a special meeting held March 24, 2000.
The Board of Directors of Exclusive unanimously voted in favor
of the Merger at a special meeting held May 31, 1999.
Securities Outstanding Prior to the Offering: Light Common Stock
16,177,424 Shares
Subsequent to the Offering: Light Common Stock 15,677,424
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.
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 Merger, the net tangible book value
per share of Light's Common Stock will be $.03
which does not reflect any substantial increase in the Company's
net book value.
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 Exclusive by Present Shareholder After Offering.
Since the completion of the Merger, Exclusive's present
shareholder owns less than 4% of the shares issued and outstanding
of the parent company Light. Accordingly, as a practical matter,
Exclusive's present shareholder no longer is in a position to elect all
of our directors and control its policies. (See DILUTION, and
PRINCIPAL SHAREHOLDERS).
Shares Available for Resale.
The 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).
For Tax Consequences of the transaction see Item 4 TAX CONSEQUENCES
For information regarding Light's book value per share, cash dividends per
share, income per share from continuing operations and market value of
securities on the day preceding the day the agreement was entered,
see FINANCIAL STATEMENTS.
Vote is not required for approval of the transaction.
There are no Federal or State requirements that must be complied with.
Dissenter's right.
Under current Nevada law, a shareholder is afforded dissenters' rights which,
if properly exercised, may require the Company to purchase his shares.
Dissenter's rights commonly arise in extraordinary transactions such as
mergers, consolidations, reorganizations, substantial asset sales,
liquidating distributions, and certain amendments to the Company's
certificate of incorporation.
ITEM 4. TERMS OF TRANSACTION
THE SPECIAL MEETING
If necessary, a special meeting of the shareholders of Light and Exclusive
will be held at the executive offices of Light at 3060 Mainway
Drive, Suite 301, Burlington, Ontario, Canada L7M 1A3,
on May 30, 2000, at 12 noon, Eastern Standard Time.
At the special meeting, holders of Light/Exclusive shares will affirm
and vote upon (i) a proposal to adopt the Agreement and Plan of
Merger attached as Schedule A to this Prospectus/Proxy
(the Merger) providing for Exclusive's merger with and into Light,
and the issuance to Exclusive shareholders of 500,000 common shares of
Light issued from treasury for 100% of Exclusive's 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 May 30, 2000.
The vote of the holders of a majority of the outstanding shares of
Light and Exclusive's Common Stock entitled to vote shall be taken to
affirm and adopt in its entirety the Merger Agreement.
All shares of Light and Exclusive's 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 Merger 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 Exclusive 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 Exclusive 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 Exclusive 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
Exclusive has exchanged 100% of its issued and outstanding common shares
for 500,000 common shares of Light, issued from Light's authorized
but unissued treasury stock. Exclusive has become a wholly owned
subsidiary of Light.
In accordance with the Merger 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 Merger Agreement, each
of the outstanding shares of Exclusive's common stock were exchanged for
500,000 shares of Light's common stock. After the Merger, there are
15,677,424 Light shares outstanding.
The business combination will be accounted for as a pooling of interests in
accordance with Generally Accepted Accounting Principals.
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.
REASONS FOR ENGAGING IN TRANSACTION
Light wished to acquire Exclusive for its advertising contract with the
Toronto transit system, its sole asset.
DIFFERENCES BETWEEN THE RIGHTS OF SECURITY HOLDERS OF THE COMPANY
BEING ACQUIRED AND THE RIGHTS OF HOLDERS OF SECURITIES BEING
OFFERED.
None
ITEM 5. PRO-FORMA FINANCIAL INFORMATION
Please see attached audited financial statements for Light and
Exclusive.
ITEM 6. MATERIAL CONTACTS WITH COMPANY BEING ACQUIRED
Pursuant to the Agreement and Plan of Merger with
Exclusive, 100% of the outstanding common stock of Exclusive has been
exchanged for shares of Light's common stock based on a value of
$1.00 US per share.
ITEM 7. REOFFERING BY PERSONS DEEMED UNDERWRITERS
Since the consummation of this Merger, Light has
15,677,424 shares of Common Stock outstanding. Of these shares, the
500,000 shares issued in the Merger Agreement 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 Exclusive 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 Exclusive.
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, Light's 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 December 31, 1999, we had outstanding an aggregate of 16,177,424
shares of Common Stock having an aggregate net tangible book value
of $471,565 or $.03 per share. After giving effect to the
500,000 shares to be issued in connection with the
Merger, the pro forma net tangible book value of
the Common Stock would be approximately $.03 per
share. This does not represent an increase in pro forma net
tangible book value 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 December
31, 1999 and as adjusted to give effect to the securities currently
issued and outstanding, and the issuance of securities in connection
with the Merger. For a description of the Common
Stock see DESCRIPTION OF SECURITIES.
SELECTED FINANCIAL INFORMATION
The following summary financial information has been summarized from
the Company's Financial Statements included elsewhere in this
Prospectus/Proxy. The information should be read in conjunction with
the Financial Statements and the related Notes thereto.
FINANCIAL STATEMENTS.
LIGHT MANAGEMENT GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
1998 1999
<S> <C> <C>
SUMMARY OF OPERATING REVENUES $ 0.00 $ 1,061,572.00
General, selling and administrative expenses $ 1,631.00 $664,159.00
Net profit per common share $0.00 $ (0.01)
Total assets $ 0.00 $ 2,037,589.00
</TABLE>
MANAGEMENT
As of December 31, 1999, the Board of Directors and officers consisted of
Barrington L. Simon, Bryan Latimer and Ian Brock.
<TABLE>
<CAPTION>
Name / Title / Address Age Start of Term Start of Term on
on Light Board Exclusive Board
<S> <C> <C> <C>
================================================================================
Barrington L. Simon 53 May 19, 1999 March 24, 2000
Chief Executive
Officer and Director
3060 Mainway, Suite 310
Burlington, Ontario Canada
L7M1A3
Bryan Latimer 34 May 19, 1999 March 24, 2000
Ian Brock 61 May 19, 1999 March 24, 2000
</TABLE>
BARRINGTON L. SIMON
Mr. Simon has been 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-LIGHT MANAGEMENT GROUP, INC. as
of December 31, 1999/Pre-Merger
<TABLE>
<CAPTION>
Title of Name/Address of Owner Shares Percent of
Class Beneficially Class
Owned
============================================================
<S> <C> <C> <C>
Common Barrington L. Simon 4,786,023 29.5 %
3060 Mainway, Suite 310
Burlington, Ontario Canada L7M1A3
Common Bryan Latimer 300,000 1.8%
967 Glenwood Avenue
Burlington, Ontario
Canada L7L 2K1
Common Ian Brock 20,000 Less than 1 %
2164 Alconbury Cres.
Burlington, Ontario
Canada L7P 3C4
</TABLE>
Post-Merger/shown in common stock of the new company
<TABLE>
<CAPTION>
Title of Name/Address of Owner Shares Percent of
Class Beneficially Class
Owned
============================================================
<S> <C> <C> <C>
Common Barrington L. Simon 4,786,023 30.5%
3060 Mainway, Suite 301
Burlington, Ontario Canada
L7M1A3
Common Bryan Latimer 300,000 1.9%
967 Glenwood Avenue
Burlington, Ontario
Canada L7L 2K1
Common Ian Brock 20,000 less than 1 %
2164 Alconbury Cres.
Burlington, Ontario
Canada L7P 3C4
Common Gary Pare
4181 Sladeview Crescent,44 500,000 3.1%
Mississauga, Ontario,
Canada L5L 5R2.
Common Officers and Directors 5,106,023 32.6%
(3 individuals)
</TABLE>
Resumes of Post-Merger Officers and Directors
BARRINGTON L. SIMON
Mr. Simon has been 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
$6.00 per share (US dollars) determined by the value of the shares at noon
New York time the date of the Agreement.
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 Company's
Certificate of Incorporation, as amended, authorizes 100,000,000
shares of $.001 par value Common Stock, of which 16,177,424 shares
were issued and outstanding as of September 30, 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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATING
Included in Light's financial statements (see attached FINANCIAL STATEMENTS)
For quantitative or qualitative information on Market Risk see ITEM 3 -
RISK FACTORS.
ITEM 17. INFORMATION WITH RESPECT TO EXCLUSIVE
EXCLUSIVE/BUSINESS
Exclusive was incorporated in Ontario Canada on August 24, 1995. It is a
privately held Canadian corporation. Exclusive's primary, and sole, activity
has been the marketing of advertising space on Toronto's GO Transit System.
It holds the exclusive contract to sell such advertising space. There are
100 shares outstanding, book value $1.00. Stock is not traded.
Security Ownership of Certain Beneficial Owners/Exclusive
as of December 31, 1999 Pre-merger
<TABLE>
<CAPTION>
Title of Name/Address of Owner Shares Percent of Percent
Class Beneficially Class Of Class
Owned Diluted
=====================================================================
<S> <C> <C> <C> <C>
common Gary Pare 100 100% 100%
4181 Sladeview Crescent,
Unit 44, Mississauga, Ontario,
Canada L5L 5R2.
</TABLE>
EXCLUSIVE-SELECTED FINANCIAL INFORMATION
The following summary financial information has been summarized from
the Company's Financial Statements included elsewhere in this
Prospectus/Proxy. The information should be read in conjunction with
the Financial Statements and the related Notes thereto.
FINANCIAL STATEMENTS.
EXCLUSIVE ADVERTISING, INC.
Year End December 31, 1999
<TABLE>
<CAPTION>
SUMMARY OF OPERATIONS
<S> <C>
REVENUES 296,182
COSTS OF SALES 261,761
TOTAL OPERATING EXPENSES 57,839
OTHER INCOME 56
EXTRAORDINARY ITEMS 0
NET PROFIT (23,418)
NET PROFIT PER COMMON SHARE
BASIC (.004)
SUMMARY BALANCE SHEET DATA
TOTAL ASSETS 104,191
</TABLE>
INFORMATION REGARDING EXCLUSIVE SECURITIES
Exclusive's stock is not traded.
Prior to the merger, Exclusive had 100 shares of common stock outstanding.
Exclusive has never paid a cash dividend and has no present intention of so
doing.
There are no recent sales of Exclusive's unregistered securities to be
reported.
EXCLUSIVE MANAGEMENT
GARY PARE
Gary Pare, an ordained minister active in church planning, was born, raised
and educated in Canada. Mr. Pare holds a business degree from York University
and has a Certificate in Electronic Technology. Mr. Pare worked for many
years with Rogers Cable Systems, Inc., before he co-founded "A Signplace &
Associates, Inc., " a business in which he has served as a president and
which has been based for the last 11 years in Mississauga, Ontario, Canada.
Mr. Pare is the founder and President of Exclusive Advertising.
Gary Pare will not be director or officer in Light.
EXCLUSIVE EXECUTIVE COMPENSATION
Exclusive has not entered into employment agreements with any of its
employees
EXCLUSIVE CERTAIN TRANSACTIONS
None
ITEM 18. PROXY INFORMATION
FINANCIAL STATEMENTS
Financial Statements-Light
Reports of Independent Auditor, Dated December 31, 1998, and December 31, 1999.
Balance Sheets as of and for the Period Ended September 30, 1999.
Statement of Operation for the years ended two years and for the
period ended September 30, 1999.
Financial Statements-Exclusive
EXCLUSIVE Advertising
Balance Sheet as At 12/31/1999
<TABLE>
<CAPTION>
ASSETS
<S> <C> <C>
Current Assets
Petty Cash 0.00
Royal Bank Account 4,786.38
Scotia Bank Account 31,645.77
-------------
Total Cash 36,432.15
Accounts Receivable 66,333.15
Allowance for Doubtful Accounts 0.00
Advances 895.00
-------------
Total Receivable 67,228.15
Prepaids 531.00
-------------
Total Current Assets 104,191.30
Fixed Assets
Equipment 272,169.84
Accumulated Depreciation-Equipment -15,539.50
-------------
Total Fixed Assets 256,630.34
-------------
Other Assets
Goodwill 36,000.00
Incorporation Cost 0.00
-------------
Total Other Assets 36,000.00
-------------
TOTAL ASSETS 396,821.64
========
LIABILITIES
Current Liabilities
Account Payable 85,004.94
A/P-Gary Pare 100.00
-------------
Total Accounts Payable 100.00
Corporate Taxes payable 0.00
PST Payable 0.00
GST Charged on Sales 20,299.30
GST Paid on Purchases -48,665.08
-------------
GST Owing (Refund) -28,365.75
-------------
Total Current Liabilities 56,739.16
-------------
Long Term Liabilities
Bank Loan - Nova Scotia 218,860.68
Due To LMGI 0.00
Due To LSSC 163,697.23
-------------
Total Long Term Liabilities 382,557.91
-------------
TOTAL LIABILITIES 439,297.07
-------------
EQUITY
Share Capital
Common Shares 0.00
Preferred Shares 0.00
-------------
Total Share Capital 0.00
-------------
Retained Earnings
Investor's Equity -19,057.53
Retained Earnings - Previous Year 0.00
Current Earnings -23,417.90
-------------
Total Retained Earnings -45,475.43
-------------
TOTAL EQUITY -42,475.43
-------------
LIABILITIES AND EQUITY 396,821.64
========
</TABLE>
<PAGE>
EXCLUSIVE ADVERTISING
Income Statement 01/01/1999 to 12/31/1999
<TABLE>
<CAPTION>
REVENUE
<S> <C>
Sales
Sales - Posters 254,275.68
Sales - L.E.D. 41,850.19
-------------
Net Sales 296,125.87
-------------
Other Revenue
Miscellaneous Revenue 56.36
-------------
Total Other Revenue 56.36
-------------
TOTAL REVENUE 296,182.23
-------------
EXPENSE
Direct Costs
Installations 17,692.50
L.E.D.'s 2,957.24
Deprecation - Equipment 0.00
Co Contract 241,111.08
-------------
Total Direct Costs 261,760.82
-------------
General & Administrative Expenses
Accounting 3,750.00
Advertising -5,022.51
Bad Debts 0.00
Legal 1,115.00
Courier & postage 873.66
Consulting 0.00
Sales Agent 24,309.05
Depreciation Expense 15,539.50
Income Taxes 0.00
Insurance 1,062.00
Interest Charges 4,617.62
Bank Charges 675.96
Office Supplies 46.31
Miscellaneous 38.00
Salaries & Wages 0.00
Rent 9,000.00
Repair & Maintenance 0.00
Telephone 36.94
Travel & Entertainment 1,797.78
Utilities 0.00
-------------
Total General & Admin. Expenses 57,839.31
-------------
TOTAL EXPENSE 319,600.13
-------------
NET INCOME -23,417.90
===========
</TABLE>
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.
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 Exclusive 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 Light's Form 10QSB filed
April 9, 1999 and the following Exhibits thereto:
EXHIBITS
3.1 Articles of Incorporation/Light
3.2 Bylaws/Light
4.1 Agreement and Plan of Merger
4.2 Consent of Directors/Light
4.3 Consent of Directors/Exclusive
13.1 Financial Statements/Light
13.2 Financial Statements/Exclusive
13.3 Latest Quarterly Report to Security Holders on
Form 10-Q/Light
13.4 Changes in Accountant/Light, Form 8-K
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 Exclusive
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
Registrant's independent accountant, S.W. Hatfield, CPA, resigned, effective
December 10, 1999. The change in accountants was not recommended or approved by
the Board of Directors.
Registrant has retained the services of James E. Slayton, CPA, 2858
West Market Street, Suite C, Fairlawn, OH 44333, as the principal
independent accountant, effective January 20, 2000. See registrant's Form 8-k
incorporated herein by reference.
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) (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 May 5, 2000.
LIGHT MANAGEMENT GROUP, INC.
By:/s/ Barrington L. Simon
BARRINGTON L. SIMON,
CHAIRMAN OF THE BOARD,
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:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Barrington L. Simon Chief Executive
Barrington L. Simon Officer, Director May 5, 2000
/s/ Bryan Latimer Director May 5, 2000
Bryan Latimer
/s/ Ian Brock Director May 5, 2000
</TABLE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Method of Filing
<S> <C> <C>
3.1 Articles of Incorporation Incorporated by Reference
3.2 Bylaws/Light Incorporated by Reference
4.1 Agreement and Plan of Merger See Below
4.2 Consent of Directors/Light See Below
4.3 Consent of Directors/Exclusive See Below
13.1 Financial Statements of Light
Management Group, Inc. See Below
13.2 Financial Statements of Exclusive
Advertising, Inc. See Below
13.3 Latest Quarterly Report to Security
Holders on Form 10-Q See Below
23.2 Consent of Accountants/Light See Below
24 Special Power of Attorney See Signature Page
27 Financial Data Schedule See Below
</TABLE>
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT made the 24th day of March, 2000
BETWEEN:
LIGHT MANAGEMENT GROUP, INC.,
a corporation organized and existing under the laws of the State of Nevada
(hereinafter referred to as "LMG")
OF THE FIRST PART
-and-
EXCLUSIVE ADVERTISEMENT, INC.,
a corporation incorporated under the laws of the Province of Ontario
(hereinafter referred to as "Exclusive")
OF THE SECOND PART
WHEREAS,
1. The authorized capital stock of LMG consists of 100,000,000 shares of
common stock, two tenths of one cent ($.002) par value, of which approximately
15,000,000 and no more than 16,000,000 shares are issued and outstanding as of
the date hereof;
2. The authorized capital stock of Exclusive consists of an unlimited number
of shares of common stock without par value, of which 100 shares are issued and
outstanding as of the date hereof;
3. The respective Boards of Directors of LMG, and Exclusive have deemed it
advisable and to the advantage of the two corporations that Exclusive merge with
and into LMG upon the terms and conditions herein provided;
4. LMG and Exclusive intend that the merger contemplated hereby qualify as a
tax-free reorganization within the meaning of Section 368(a)(1) of the Internal
Revenue Code of 1986, as amended; and
5. The respective Boards of Directors of LMG and Exclusive have approved this
Agreement and Plan of Merger and have directed that this Agreement and Plan of
Merger be submitted to a vote of the shareholders (for Shareholders) and Board
of Directors (of LMG), respectively.
NOW THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, LMG and Exclusive hereby agree to merge in accordance with the
following plan:
1. Merger. Exclusive shall be merged with and into LMG and LMG shall
survive the merger, all as, and with the effect, provided by the corporation
laws of the State of Nevada, the laws of the Province of Ontario and in
accordance with this Agreement and Plan of Merger. As soon as practicable after
the shareholders of each of said corporations shall approve this Agreement and
Plan of Merger, an appropriate Certificate of Merger, or articles or
amalgamation as the case may be (hereinafter "Certificate of Merger"), shall be
signed, verified and delivered for filing with each of the Secretary of the
State of Nevada and the Director appointed by the Minister of Consumer and
Commercial Relations of the Province of Ontario. This agreement shall become
effective for the purposes of all applicable law on the date above first
written. The merger contemplated by this agreement shall become effective
for purposes of all applicable law at the close of business on the date which is
the latest of the dates on which the Certificate of Merger is filed in Nevada
and Ontario (hereinafter referred to as the "Effective Time").
2. Directors and Officers and Governing Documents. The directors and
officers of LMG shall be the same upon the Effective Time as they are for LMG
immediately prior thereto. The Certificate of Incorporation of LMG shall
continue to be the Certificate of Incorporation of LMG as the surviving
corporation without change or amendment until further amended in accordance with
the provisions thereof and applicable laws. The by-laws of LMG, as in effect at
the Effective Time, shall continue to be the by-laws of LMG as the surviving
corporation without charge or amendment until further amended in accordance with
the provisions thereof and applicable laws. The entity created at the Effective
Time representing the merged LMG and Exclusive shall be referred to herein as
the Merged LMG.
3. Rights and Liabilities of LMG and Exclusive. At and after the
Effective Time, the Merged LMG shall possess all of the rights privileges,
immunities and franchises of a public private nature of each of LMG and
Exclusive; any and all property, real, personal and mixed, and any and all debts
due to LMG and Exclusive on whatever account, and all other choses in action,
and all and every other interest of either of the merged corporations shall be
taken and transferred to and vested in the Merged LMG without further act or
deed; and the title to any real estate, or any interest therein, vested in any
of such corporations shall not prevent or be in any way impaired by reason of
the merger.
4. Further Assurances. From time to time, as and when required by the
Merged LMG, there shall be executed and delivered on behalf of LMG and Exclusive
such deeds and other instruments, and there shall be taken or caused to be taken
by it all such further and other action, as shall be appropriate or necessary in
order to vest, perfect or confirm, of record or otherwise, in the Merged LMGI
the title to and possession of powers, franchises and authority of LMG and
Exclusive and otherwise to carry out the purposes of this Agreement and Plan of
Merger, and the officers and directors of LMG and Exclusive are fully authorized
in the name and on behalf of LMG and Exclusive or otherwise to take any and all
such action and to execute and deliver any and all such deeds and other
instruments.
5. Stock of Exclusive
(1) Upon the Effective Time, by virtue of this Agreement and Plan of
Merger, and without any action on the part of the holder thereof, all of the 100
issued and outstanding common shares of Exclusive shall be converted into
500,000 issued and fully paid and on-assessable shares of the Common Stock of
the Merged LMG on the basis of one (1) of Exclusive's common shares of 5,000
shares of the Capital Stock of the Merged LMG.
(2) At the end after the Effective Time, each certificate representing
common shares of Exclusive shall be exchanged for a certificates representing
shares of Common Stock of the Merging Corporation. The shares shall be
exchanged on a ratio of one (1) common share of Exclusive to 5,000 shares of
Common Stock in the Merger LMG based upon the representations made herein, and
relied upon by the parties hereto, by Exclusive that its issued and allotted
capital consists of 100 fully paid common shares and by LMG that its issued and
outstanding capital stock consists of approximately 16,988,510 but not more than
18,000,000 shares of Common Stock. Promptly upon such exchange, the Merged LMG
shall cause to be canceled and retired each such certificate representing shares
of Common Stock of Exclusive. Until so exchanged, canceled or returned, each
such certificate, upon and after the Effective Time, shall be deemed for all
purposes, other than the payment of dividends or other distributions, if any, to
shareholders, to represent the number of shares of Common Stock, of Exclusive
represented thereby.
(3) The 500,000 shares of Common Stock in the Merged LMG issued and
allotted to, and exchanged for the 100 common shares of Exclusive held by,
Exclusive's shareholder shall be unrestricted and non-retractable at the
instance of the Merged LMG.
(4) A certificate representing the 500,000 shares of Common Stock in the
Merged LMG shall be exchanged as aforesaid and shall be delivered to the
shareholder so exchanging its shares within twenty-one (21) calendar days of the
Effective Time.
(5) The Merged LMG shall execute and deliver a separate agreement, in the
form attached hereto as Schedule "A" at the Effective Time to give effect to
this section.
(6) The Merged LMG shall execute and deliver a separate agreement, in the
form attached hereto as Schedule "B" at the Effective Time.
(7) The parties hereto agree that notwithstanding anything else herein
contained, this section 5 shall be interpreted in accordance with the laws of
the Province of Ontario and the parties hereto agree and do hereby attorn to the
exclusive jurisdiction of the Courts of the Province of Ontario and the Dominion
of Canada for all matters concerning the rights and obligations of the parties
arising from this Article 5.
6. Stock of LMG. Upon the Effective Time, by virtue of this Agreement
and Plan of Merger, and without any action on the part of the holder thereof,
each share of Common Stock of LMG outstanding immediately prior thereto shall
retain the status of an authorized and issued share of Common Stock of the
Merged LMG.
7. Employee Benefit Plans. As of the Effective Time, the Merged LMG
shall assume all obligations of LMG and Exclusive under any and all employee
benefit plans in effect as of such time or with respect to which employee rights
or accrued benefits are outstanding of such time.
8. Book entries. As of the Effective Time, entries shall be made upon
the books of the Merged LMG in respect of this Agreement and Plan of Merger in
accordance with the following:
(a) The assets and liabilities of Exclusive immediately prior to the
Effective Time shall be recorded on the books of the Merged LMG at the same
amounts at which they were carried on the books of Exclusive immediately prior
to the Effective Time.
(b) There shall be credited as stated capital in respect of the Common
Stock of the Merged LMG the aggregate amount of the value of all shares of
Common Stock of Exclusive pursuant to this Agreement and Plan of Merger.
(c) There shall be credited as surplus in respect of the capital account
of the Merged LMG the excess of (i) the amount of the capital of Exclusive in
respect of the Common Stock o Exclusive, respectively, plus the amount carried
in the Capital Surplus account of Exclusive immediately prior to the Effective
Time over (ii) the amount credited as stated capital in respect of the Common
Stock of Exclusive pursuant to paragraphs (b) and (c) of this Section 8.
(d) There shall be credited as surplus in respect of retained earnings of
the Merged LMG the aggregate of the amount carried in the Retained Earnings
account of Exclusive immediately prior to the Effective Time.
9. Appointment of Agent. The Merged LMG hereby consents to service of
process in the State of Nevada and the Province of Ontario in any action or
special proceeding for the enforcement of any liability or obligation of
Exclusive, and hereby irrevocably appoints the Secretary of State of Nevada and
the Director of Consumer and Commercial Relations (Ontario) as Exclusive's agent
to accept service of process in any action or special proceeding for the
enforcement of any such liability or obligation. The address to which a copy of
such process shall be mailed by the Secretary of State or the
Director _______________________, Attention: Secretary
10. Counterparts. In order to facilitate the filing and recording of this
Agreement and Plan of Merger, the same may be executed in two or more
counterparts, each of which shall be deemed to be an original and the same
agreement.
IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to
authority granted by the Board of Directors of Light Management Group, Inc. and
Exclusive Advertisement, Inc. have caused this Agreement and Plan of Merger to
be executed by their respective Presidents and attested to by their respective
Secretarys or Assistant Secretarys and their corporate seals to be affixed
hereto as of the date first above written.
Agreed to on behalf of: Agreed to on behalf of:
LIGHT MANAGEMENT GROUP, INC. EXCLUSIVE ADVERTISING, INC.
Signature /s/ Barrington L. Simon c/s Signature /s/ Gary W. Pare c/s
Name Barrington L. Simon Name Gary W. Pare
Title COB & CEO Title President
Signature ______________________c/s Signature _____________________c/s
Name _______________________ Name ______________________
Title _______________________ Title ______________________
<PAGE>
SCHEDULE "A"
THIS AGREEMENT made the day of _____ 2000
BETWEEN:
LIGHT MANAGEMENT GROUP, INC.
a corporation organized and existing under the laws of the State of Nevada
(hereinafter referred to as "LMG")
OF THE FIRST PART
- and -
GARY PARE HOLDINGS, LTD.
a corporation incorporated under the laws of the Province of Ontario
(hereinafter referred to as "GPH")
OF THE SECOND PART
WHEREAS.
1. LMG is the result of a merger between Light Management Group, Inc., of
Nevada and Exclusive Advertising Inc. ("Exclusive") of Ontario;
2. GPH owned, either absolutely or as trustee for others, all of the issued
and outstanding shares of Exclusive at the time of the merger;
3. GPH exchanged all of its shares in Exclusive for 500,000 shares in the
Common Stock of LMG;
4. GPH would not have consented to the merger or the share exchange unless
certain conditions, set out herein, were or would be fulfilled;
NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein and the payment of $10.00 now made to LMG by GPH, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. The 500,000 shares of Common Stock LMG issued and allotted to, and
exchanged for the 100 common shares of Exclusive held by, GPH shall be
unrestricted and non-retractable at the instance of the Merged LMG.
2. A certificate representing the 500,000 shares of Common Stock in LMGI shall
be exchanged as aforesaid and shall be delivered to GPH within twenty-one (21)
calendar days of the effective time of the merger of Exclusive with LMG.
3. This agreement shall be read and interpreted in accordance with the laws of
the Province of Ontario, Dominion of Canada and the parties hereto agree and do
hereby attorn to the exclusive jurisdiction of the Courts of the Province of
Ontario and the Dominion of Canada.
4. This agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original and the same agreement.
IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to
authority granted by the Board of Directors of Light Management Group, Inc. and
Gary Pare Holdings, Ltd. have caused this Agreement to be executed by their
respective Presidents and attested to by their respective Secretarys or
Assistant Secretarys and their corporate seals to be affixed hereto as of the
date first above written.
Agreed to on behalf of: Agreed to on behalf of:
LIGHT MANAGEMENT GROUP, INC. GARY PARE HOLDINGS, LTD.
Signature /s/ Barrington L. Simon c/s Signature /s/ Gary W. Pare c/s
Name _________________________ Name _________________________
Title COB & CEO Title President
Signature _______________________c/s Signature ______________________c/s
Name _________________________ Name _________________________
Title _________________________ Title _________________________
<PAGE>
SCHEDULE "B"
THIS AGREEMENT made the day of , 2000
BETWEEN:
LIGHT MANAGEMENT GROUP, INC.,
a corporation organized and existing under the laws of the State of Nevada
(hereinafter referred to as "LMG")
OF THE FIRST PART
- and -
GARY PARE
an individual resident in the Province of Ontario
(hereinafter referred to as "Pare")
OF THE SECOND PART
WHEREAS
1. LMG is the result of a merger between Light Management Group, Inc. of
Nevada and Exclusive Advertising Inc. ("Exclusive") of Ontario;
2. Pare contributed capital to Exclusive prior to the merger and has not been
compensated for such contribution;
3. Exclusive would not have consented to the merger unless certain conditions,
set out herein, were or would be fulfilled;
NOW THEREFORE, in consideration of the mutual agreements and covenants set
forth herein and the payment of $10.00 now made to LMG by Pare, the receipt and
adequacy of which is hereby acknowledge, the parties hereto agree as follows:
1. LMG agrees to issue and allot 75,000 shares of Common Stock LMG (the
"Shares") to Gare Pare and to deliver to Gary Pare a certificate representing
such shares within twenty-one (21) days of the date first above written.
2. The Shares shall be issued, fully paid and non- assessable.
3. The Shares shall be non-retractable at the instance of the Merged LMG.
4. The Shares will be unrestricted save that Gary Pare cannot sell, transfer,
assign for value or in any way convey the Shares for a period of one full year
from the date first above written.
5. This agreement shall be read and interpreted in accordance with the laws of
the Province of Ontario, Dominion of Canada and the parties hereto agree and do
hereby attorn to the exclusive jurisdiction of the Courts of the Province of
Ontario and the Dominion of Canada.
6. This agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original and the same agreement.
IN WITNESS WHEREOF, Light Management Group, Inc., pursuant to authority
granted by the Board of Directors of Light Management Group, Inc. has caused
this Agreement to be executed by its President and attested to by its Secretary
or Assistant Secretary and its corporate seal to be affixed hereto, and Gary
Pare has personally executed this Agreement, as of the date first above written.
Agreed to on behalf of
LIGHT MANAGEMENT GROUP, INC. GARY PARE
Signature /s/ Barrington L. Simon c/s Signature /s/ Gary W. Pare
Name Barrington L. Simon Witness ____________________
Title COB & CEO
Signature ______________________c/s
Name ________________________
Title ________________________
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 Light deems it advisable and in
the best interest of the Company and its shareholders that the Company merge
with Exclusive Advertising, Inc. ("Exclusive"), and that Exclusive be merged
into Light, by way of an exchange of shares of the company for 100% of the
capital structure of Exclusive (the Exchange);
FURTHER RESOLVED, that, the Exchange be effected pursuant to an Agreement
and Plan of Merger 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;
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
Merger; 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 Company's By-laws. The actions set
forth herein shall be effective when the last director signs this consent.
Light Management Group, Inc. Date: March 24, 2000
By:_____________________________
Barrington L. Simon, CEO, Director
Light Management Group, Inc.
By:_____________________________
Bryan Latimer, Director
Light Management Group, Inc.
By:_____________________________
Ian Brock, Director
CONSENT OF DIRECTORS
IN LIEU OF SPECIAL MEETING
OF
Exclusive Advertisement, Ltd.
Pursuant to regulations and laws of Canada the undersigned, being all of
the directors of Exclusive Advertising, Ltd. ("Exclusive") 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 Exclusive 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 Exclusive;
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 authorization, 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 Company's By-laws. The actions set
forth herein shall be effective when the laws director signs this consent.
/s/ Gary Pare Date: May 31, 1999
_______________________
Chairman
_______________________ Dated: _________
Director
_______________________ Dated: _________
Director
Light Management Group Inc.
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT................................ 1
BALANCE SHEET............................................. 2-3
STATEMENT OF OPERATIONS..................................... 4
STATEMENT OF STOCKHOLDERS' EQUITY........................... 5
STATEMENT OF CASH FLOWS...................................... 6
NOTES TO FINANCIAL STATEMENTS............................... 7
James E. Slayton, CPA
2858 W EST Market Street
Suite C
FAIRLAWN, Ohio 44333
INDEPENDENT AUDITORS' REPORT
Board of Directors March 16, 2000
Light Management Group Inc. (the Company)
I have audited the Consolidated Balance Sheet of Light Management
Group Inc., as of December 31, 1999, and the related Consolidated Statements of
Operations, Stockholders' Equity and Cash Flows for the year ending December 31,
1999. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit. The financial statements of Light Management
Group, Inc. as of December 31, 1998, were audited by other auditors whose report
dated January 26, 1999, expressed an unqualified opinion on those statements and
was furnished to us, and our opinion, insofar as it relates to the amounts
included from December 31, 1998, is based solely on the report of the other
auditors.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis evidence supporting
the amounts and disclosures in the financial statement presentation. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit and the report of other auditors provide
provides a reasonable basis for our opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Light Management Group,
Inc., at December 31, 1999, and the results of its operations and cash flows for
the year ended in conformity with generally accepted accounting principles.
James E. Slayton, CPA
Ohio License ID# 04-1-15582
Light Management Group Inc.
CONSOLIDATED BALANCE SHEET
as at December 31, 1999 and December 31, 1998
ASSETS
<TABLE>
<CAPTION>
Unaudited
December 31, 1999 December 31, 1998
<S> <C> <C>
Current Assets
Receivables 1,366,038.00 0.00
Prepaid Expenses 11,227.00 0.00
Other Current Assets 4,279.00 0.00
----------------- ---------------------
Total Current Assets 1,381,544.00 0.00
OTHER ASSETS
Property and Equipment (net of depreciation) 656,045.00 0.00
--------------------- -------------------
Total Other Assets 656,045.00 0.00
TOTAL ASSETS 2,037,589.00 0.00
</TABLE>
See accompanying notes to financial statements
- -2-
<PAGE>
Light Management Group Inc.
CONSOLIDATED BALANCE SHEET
as at December 31, 1999 and December 31, 1998
<TABLE>
<CAPTION>
Unaudited
<S> <C> <C>
LIABILITIES & EQUITY
Current Liabilities
Accounts Payable 610,509.00 4,451.00
Accrued Liabilities 30,662.00 0.00
------------------- ---------------------
Total Current Liabilities 641,171.00 4,451.00
Non Current Liabilities
Due to Omega 145,093.00 0.00
Loans Payable 86,401.00 1,000.00
------------------- ---------------------
Total Non Current Liabilities 231,494.00 1,000.00
Total Liabilities 872,665.00 5,451.00
EQUITY
Common Stock, authorized 100,000,000 common shares;
common shares; issued and outstanding at 12/31/99,
16,177,424 210,328.00 159,000.00
Additional paid in capital 1,500,537.00 277,114.00
Retained Earnings (545,941.00) (441,565.00)
Total Stockholders' Equity 1,164,924.00 (5,451.00)
-------------------- ---------------------
TOTAL LIABILITIES & OWNER'S EQUITY 2,037,589.00 0.00
==================== =====================
</TABLE>
See accompanying notes to financial statements
-3-
<PAGE>
Light Management Group Inc.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR YEARS ENDING DECEMBER 31, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
Unaudited
<S> <C> <C>
REVENUE
Sales $1,061,572.00 $0.00
COSTS AND EXPENSES
General and Administrative 664,159.00 1,631.00
Management Salaries 145,833.00 0.00
Salaries and Wages 160,518.00 0.00
Advertising 100,151.00 0.00
Depreciation Expense 54,345.00 0.00
Interest Expense 40,942.00 0.00
Total Costs and Expenses 1,165,948.00 1,631.00
Other Income (Expense):
Net Income or (Loss) ($104,376.00) ($1,631.00)
Weighted average number of common shares
outstanding 15,568,611 7,950,000
Net Earnings Per Share (0.01) 0.00
</TABLE>
See accompanying notes to financial statements
-4-
<PAGE>
Light Management Group Inc.
A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR YEAR ENDING
December 31, 1999
<TABLE>
<CAPTION>
Additional Retained Total
Common Stock Paid-in Earnings or Stockholder's
Shares Amount Capital (Deficit) Equity
<S> <C> <C> <C> <C> <C>
Balance December 31, 1997 7,950,000 $159,000.00 $277,144.00 ($493,934.00)
($3,820.00)
Net Loss for the year ($1,631.00) (1,631.00)
------------ ----------- ---------------- ----------------- ------------
Balance December 31, 1998 7,950,000 $159,000.00 $277,114.00 ($441,565.00)
($5,451.00)
----------------------------------------------------------------------------
Reverse Split May, 1999 (5,300,000)
Issued for cash 10,527,424 51,328.00 51,328.00
Issued for acquisitions 3,000,000 1,223,423.00 1,223,423.00
Net Income (Deficit) January 1,
1999 to December 31, 1999 (104,376.00) (104,376.00)
----------------------------------------------------------------------------
Balance December 31, 1999 16,177,424 $210,328.00 $1,500,537.00 ($545,941.00)
$1,164,924.00
=====================================================================
=======
</TABLE>
See accompanying notes to financial statements
-5-
<PAGE>
Light Management Group Inc.
STATEMENT OF CASH FLOWS
FOR YEAR ENDING DECEMBER 31, 1999
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income from operations (104,376.00) (1,631.00)
Adjustments to reconcile net income to net cash provided
Depreciation Expense 54,345.00 0.00
(Increase) Decrease in current assets (1,381,544.00) 0.00
Increase (Decrease) in current liabilities 641,171.00 631.00
Net Cash provided by Operating Activities (790,404.00) (1,000.00)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Property and Equipment (710,390.00) 0.00
Net cash provided by investing
activities (710,390.00) 0.00
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 1,269,300.00 0.00
Increase in Loans Payable 231,494.00 0.00
Advances from controlling shareholder 1,000.00
Net cash provided by financing
activities 1,500,794.00 1,000.00
Net increase (decrease) in cash 0.00 0.00
Cash and cash equivalents, beginning
of period 0.00 0.00
Cash and cash equivalents, end of
year 0.00 0.00
</TABLE>
See accompanying notes to financial statements
-6-
<PAGE>
Light Management Group Inc.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
Triton Acquisition Corporation (formerly Triton Asset Management, Inc.)
(Company) was originally incorporated on March 4, 1985 under the laws of the
State of Florida as Vyquest International Capital, Inc. The Company was formed
for the purpose of seeking, investigating, and if warranted, acquiring an
interest in or merging with a suitable on-going business entity.
In 1989, the Company changed its corporate name to Triton Asset Management,
Inc. In 1991, concurrent with a pending transaction, the Company changed its
corporate name to Bio-Chem Technology, Inc. This pending transaction did not
consummate and, in 1993, the Company failed to file the required reports and pay
the requisite fees to the State of Florida and its corporate charter was
revoked. In September 1997, the Company reinstated its corporate charter and
changed its corporate name back to Triton Asset Management, Inc.
On December 28, 1998, the Company changed its State of Incorporation from
Florida to Nevada by means of a merger with and into Triton Acquisition
Corporation, a Nevada corporation formed solely for the purpose of effecting the
reincorporation.
Currently, the Company is organized under the laws of the State of Nevada, as
Light Management Group Inc. The Company is authorized to issue 100,000,000
shares of $.0001 par value common stock. The Company has issued and
outstanding 16,177,424 shares of its common stock.
In May of 1999, the Company purchased the outstanding stock of Laser Shows
Systems International, Inc.
The Company formerly reported as a developmental stage company. The Company
is producing significant revenues from its planned principal operations is not
now considered a development stage company.
The Company's transfer agent issued 2,650,000 shares of common in error, which
is being returned to the Company.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting polices and procedures have been determined except as follows:
1. The Company uses the accrual method of accounting, recording revenues when
invoiced and there is a realistic expectation of receiving payment.
2. Basic earnings per share is computed using the weighted average number of
shares of common stock outstanding. There were no items which would have
diluted earnings per share.
3. The Company has adopted December 31 as its fiscal year end.
4. The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.
5. The Company has not yet adopted all accounting pronouncements issued. The
effect on the financial statements is deemed insignificant and immaterial and
there were no adjustments made to the financial statements.
6. Organization costs were expensed in 1999 to conform with accounting
policies.
7. The Company records its inventory at cost.
8. The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates and
assumptions which affect the reported amounts of assets and liabilities as at
the date of the financial statements and revenues and expenses for the period
reported. Actual results may differ from these estimates.
-7-
Light Management Group Inc.
NOTES TO FINANCIAL STATEMENTS
9. The cost of plant and equipment is recorded at cost and depreciated over
the estimated useful life of the equipment utilizing the straight line method of
depreciation. The amount of depreciation recorded during this period was
$54,345.00.
10. The Company's Statement of Cash Flows is reported utilizing cash
(currency on hand and demand deposits) and cash equivalents( short-term, highly
liquid investments). The Company's Statement of Cash Flows is reported
utilizing the indirect method of reporting cash flows. There were no cash
equivalents during the reporting period.
11. The Company has adopted FASB 109 for reporting income taxes. The
Company's marginal tax rate is 30% with an effective tax rate for 1999 of 0%.
12. The Company's financial statements are stated in US Dollars. The balance
sheet was translated as at December 31, 1999. The income statement was
translated at an average exchange rate for the year of 1999.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. Previously, the Company had no source of revenue and financial
reports included an explanatory paragraph regarding going concern. The Company
is now generating revenues through operations which exceed its expected
operating expenses for the next twelve months.
NOTE 4 - RELATED PARTY TRANSACTION
Since July 1997, a total of $178,800 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 they were used in purchasing
equipment. During 1999, a company with a common director advanced the company
$145,093 which is recorded as a long term liability.
NOTE 5 - FOREIGN EXCHANGE RISK
The Company purchases its laser projection systems in U.S. dollars and is
therefore subject to foreign exchange fluctuations.
NOTE 6 - LITIGATION
The company and some of its officers are being sued by a shareholder of a
company that formerly had a contractual relationship with LaserShow Systems,
Moscow, who owned patents that have been transferred to LaserShow Systems(U.K.),
with whom the Company has a purchase agreement.
The Company and its officers denied all allegations and vigorously defended the
charges and has resolved the litigation.
NOTE 7 - SUBSEQUENT EVENTS
On March 24, 2000, the Company completed the purchase of a 100% interest in
Exclusive Advertising Inc. (Exclusive). Terms of the purchase called for the
issuance of 500,000 shares in the Company at a deemed value of $5.00 pr share.
Exclusive is an Ontario incorporated company active in advertising on the GO
transit system of Ontario. It has an exclusive contract to provide such
advertising. The contract has 4 years left and has a renewal clause for a
further five years. During 1999, the Company advanced Exclusive $115,085.00
which are shown on these statements as accounts receivable.
-8-
EXCLUSIVE Advertising
Balance Sheet as At 12/31/1999
<TABLE>
<CAPTION>
ASSETS
<S> <C> <C>
Current Assets
Petty Cash 0.00
Royal Bank Account 4,786.38
Scotia Bank Account 31,645.77
-------------
Total Cash 36,432.15
Accounts Receivable 66,333.15
Allowance for Doubtful Accounts 0.00
Advances 895.00
-------------
Total Receivable 67,228.15
Prepaids 531.00
-------------
Total Current Assets 104,191.30
Fixed Assets
Equipment 272,169.84
Accumulated Depreciation-Equipment -15,539.50
-------------
Total Fixed Assets 256,630.34
-------------
Other Assets
Goodwill 36,000.00
Incorporation Cost 0.00
-------------
Total Other Assets 36,000.00
-------------
TOTAL ASSETS 396,821.64
========
LIABILITIES
Current Liabilities
Account Payable 85,004.94
A/P-Gary Pare 100.00
-------------
Total Accounts Payable 100.00
Corporate Taxes payable 0.00
PST Payable 0.00
GST Charged on Sales 20,299.30
GST Paid on Purchases -48,665.08
-------------
GST Owing (Refund) -28,365.75
-------------
Total Current Liabilities 56,739.16
-------------
Long Term Liabilities
Bank Loan - Nova Scotia 218,860.68
Due To LMGI 0.00
Due To LSSC 163,697.23
-------------
Total Long Term Liabilities 382,557.91
-------------
TOTAL LIABILITIES 439,297.07
-------------
EQUITY
Share Capital
Common Shares 0.00
Preferred Shares 0.00
-------------
Total Share Capital 0.00
-------------
Retained Earnings
Investor's Equity -19,057.53
Retained Earnings - Previous Year 0.00
Current Earnings -23,417.90
-------------
Total Retained Earnings -45,475.43
-------------
TOTAL EQUITY -42,475.43
-------------
LIABILITIES AND EQUITY 396,821.64
========
</TABLE>
<PAGE>
EXCLUSIVE ADVERTISING
Income Statement 01/01/1999 to 12/31/1999
<TABLE>
<CAPTION>
REVENUE
<S> <C>
Sales
Sales - Posters 254,275.68
Sales - L.E.D. 41,850.19
-------------
Net Sales 296,125.87
-------------
Other Revenue
Miscellaneous Revenue 56.36
-------------
Total Other Revenue 56.36
-------------
TOTAL REVENUE 296,182.23
-------------
EXPENSE
Direct Costs
Installations 17,692.50
L.E.D.'s 2,957.24
Deprecation - Equipment 0.00
Co Contract 241,111.08
-------------
Total Direct Costs 261,760.82
-------------
General & Administrative Expenses
Accounting 3,750.00
Advertising -5,022.51
Bad Debts 0.00
Legal 1,115.00
Courier & postage 873.66
Consulting 0.00
Sales Agent 24,309.05
Depreciation Expense 15,539.50
Income Taxes 0.00
Insurance 1,062.00
Interest Charges 4,617.62
Bank Charges 675.96
Office Supplies 46.31
Miscellaneous 38.00
Salaries & Wages 0.00
Rent 9,000.00
Repair & Maintenance 0.00
Telephone 36.94
Travel & Entertainment 1,797.78
Utilities 0.00
-------------
Total General & Admin. Expenses 57,839.31
-------------
TOTAL EXPENSE 319,600.13
-------------
NET INCOME -23,417.90
===========
</TABLE>
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.
PART II-OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults upon Senior Securities.
None.
- - - ------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.D. 20549
(Mark One)
[X] Amended Quarterly report pursuant to Section
13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period ended September 30, 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 number 2-97360-A
LIGHT MANAGEMENT GROUP, INC.
(Exact name of registrant as specified in its
charter)
Nevada 59-2091510
(State or jurisdiction (I.R.S. Employer
of incorporation Identification No.)
or organization)
Suite 301
3060 Mainway
Burlington, Ontario L7M 1A3
305-771-5255
(Registrant's telephone number, including
area code)
(Former Address, if changed since last
report)
Indicate by check mark whether the
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 that the
registrant was required to file such
reports), and (2) has shorter period been
subject to such filing requirements for the
past 90 days.
Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY.
Indicate by check mark whether the
registrant has filed all documents and
reports required to be filed by Sections 12,
13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of
securities under a plan confirmed by a court.
Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares
outstanding of each of the issuer's classes
of common stock, as of the latest practicable
date.
As of September 30, 1999, approximately
16,988,510 shares of the Registrant's Common
Stock, $.01 par value, were outstanding.
Part I - Financial Information.
Item 1. Financial Statements.
LIGHT MANAGEMENT GROUP INC.
CONSOLIDATED BALANCE SHEET
(NOT AUDITED) As at September 30 1999
<TABLE>
<C> <C>
1999
$
- - ----------------------------------------------------------------------------------------------------
ASSETS
CURRENT
Accounts receivable 1,048,666
Inventory 76,613
Prepaid expenses and deposits 11,700
- - ----------------------------------------------------------------------------------------------------
1,136,979
CAPITAL ASSETS (Note 3) 882,310
INTANGIBLE ASSETS 2,530,681
- - ----------------------------------------------------------------------------------------------------
4,549,970
LIABILITIES
CURRENT
Bank indebtedness 27,292
Accounts payable 302,257
Accrued liabilities 10,232
Income taxes payable 27,967
Due to shareholder 26,161
Current portion of long term bank loan 30,719
- - ----------------------------------------------------------------------------------------------------
424,628
- - ----------------------------------------------------------------------------------------------------
LONG TERM BANK LOAN (Note 4) 133,116
LOANS PAYABLE (Note 4) 87,349
- - ----------------------------------------------------------------------------------------------------
645,093
- - ----------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
COMMON STOCK (Note 5) 3,142,243
ADDITIONAL PAID IN CAPITAL 697,720
RETAINED EARNINGS 64,914
- - ----------------------------------------------------------------------------------------------------
3,904,877
- - ----------------------------------------------------------------------------------------------------
4,549,970
- - ----------------------------------------------------------------------------------------------------
(See accompanying Notes to Financial Statements)
</TABLE>
<PAGE>
LIGHT MANAGEMENT GROUP INC.
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
(NOT AUDITED) for the quarter ended September 30, 1999
$
<C> <C>
REVENUE
Income from operations 924,357
Interest and other income 186
- - ----------------------------------------------------------------------------------------------------
924,543
- - ----------------------------------------------------------------------------------------------------
EXPENSES
Advertising and promotion 25,202
Amortization 5,789
Bank charges and interest 39,587
Cost of sales 314,903
Insurance 1,824
Office and general 14,277
Professional fees 139,638
Rent 32,733
Repairs and maintenance 1,877
Salaries and fringe costs 128,286
Telephone 6,630
Travel 30,572
Utilities 8,965
Write-off of amount due from company related through
common shareholders 81,379
- - ----------------------------------------------------------------------------------------------------
831,662
- - ----------------------------------------------------------------------------------------------------
NET INCOME before income taxes 92,881
- - ----------------------------------------------------------------------------------------------------
Income taxes 27,967
- - ----------------------------------------------------------------------------------------------------
NET INCOME 64,914
- - ----------------------------------------------------------------------------------------------------
(See accompanying Notes to Financial Statements)
</TABLE>
<PAGE>
LASER SHOW SYSTEMS (CANADA) LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
(NOT AUDITED) for the quarter ended September 30, 1999
$
<C> <C>
- - ----------------------------------------------------------------------------------------------------
CASH RESOURCES PROVIDED BY (USED IN);
OPERATING ACTIVITIES
Net income 64,914
Items not involving cash:
Amortization 5,789
Write-off of amount due from company related through
common shareholders 81,379
- - ----------------------------------------------------------------------------------------------------
152,082
Changes in non-cash working capital (Note 8) (770,362)
- - ----------------------------------------------------------------------------------------------------
(618,280)
- - ----------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
- - ----------------------------------------------------------------------------------------------------
Long term bank loan 163,835
Increase in loans payable 87,349
Increase in contributed surplus 697,720
Issuance of common shares 3,142,243
Advances made to company related through common shareholders (81,379)
- - ----------------------------------------------------------------------------------------------------
4,009,768
- - ----------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Purchase of capital assets (888,099)
Purchase of intangible assets (2,530,681)
- - ----------------------------------------------------------------------------------------------------
(3,418,780)
- - ----------------------------------------------------------------------------------------------------
DECREASE IN CASH (27,292)
CASH, BEGINNING OF YEAR -
- - ----------------------------------------------------------------------------------------------------
CASH DEFICIENCY, END OF YEAR (27,292)
- - ----------------------------------------------------------------------------------------------------
(See accompanying Notes to Financial Statements)
</TABLE>
Item 2. Managements Discussion and Analysis
of Financial Condition and Results of
Operations.
LIGHT MANAGEMENT GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
(Not Audited)
- - ------------------------------------------------------------------------------
1 COMMENCEMENT OF OPERATIONS
The consolidated corporation is primarily involved in the development
and sale of advanced laser projection systems and in the general technology
of light management and the development and sale of public advertising.
These Consolidated Financial Statements include the accounts of two wholly
owned subsidiaries, Laser Show Systems Inc. and Exclusive Advertising Inc.
2. SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared by management in accordance
with generally accepted accounting principles. This amended 10-Q is being
filed to restate the financial information in United States currency. The past
10-Q for the third quarter 1999 stated financial information in Canadian
currency.
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 ion 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-
Continued
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
September 30, 1999.
INTANGIBLE ASSETS-
Intangible assets consist of $4,218 for patents and rights to the laser
projection systems and are recorded at cost and goodwill on the purchase of
subsidiary of $2,526,463. No amortization has been recorded on the patents and
rights as the equipment was still in the development stage, and was not yet
available for use at September 30, 1999.
COMPARATIVE FIGURES
No comparative figures for September 30, 1998 have been provided as the com-
pany substantially changed its business focus and the prior years numbers would
be misleading.
3. CAPITAL ASSETS
<TABLE>
<CAPTION>
Accumulated
Cost amortization Net
<S> <C> <C> <C>
Equipment 216,902 3,426 213,476
Equipment under development 659,472 -- 659,472
Furniture and Fixtures 2,983 528 2,455
Computer Equipment 7,710 1,684 6,026
Leasehold Improvements 1,032 151 881
</TABLE>
4. LOANS PAYABLE
Bank loan is secured by an assignment on equipment. It is repayable over 64
months at $2,560.60 monthly plus interest at 2.5% over prime. 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-
Continued
5. COMMON STOCK
AUTHORIZED ISSUED
100,000,000 COMMON SHARES 16,988,510 COMMON SHARES
6 RELATED PARTY TRANSACTIONS
Since July 1997, a total of $121,965 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.
8. CHANGES IN NON-CASH WORKING CAPITAL
$
Accounts Receivable (1,048,666.00)
Inventory (76,613.00)
Prepaid expenses and deposits (11,700.00)
Accounts Payable 302,257.00
Accrued Liabilities 10,232.00
Income tax payable 27,967.00
Due to Shareholder 26,161.00
(770,362.00)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
Continued
9. LITIGATION
The Company and some of its officers are being sued by a shareholder
of a company that formerly had a contractual relationship with LaserShow
Systems, Moscow, who owned patents that have been transferred to
LaserShow Systems (U.K.), with whom the Company has a purchase agreement.
The Company and its officers deny all allegations and expects to
resolve the dispute in the foreseeable future.
10. REVENUE
Income from operations reported under Revenue included amounts invoiced,
whether or not those amounts have been paid.
Signatures
Pursuant to the requirements of the
Securities Exchange Act of 1934, the
registrant has duly caused this report
to be signed on its behalf by the undersigned
there unto duly authorized.
Light Management Group, Inc.
(Registrant)
Date
March 14,2000 /s/ Donald Iwacha
President
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 1048666
<ALLOWANCES> 0
<INVENTORY> 76613
<CURRENT-ASSETS> 1136979
<PP&E> 888099
<DEPRECIATION> 5789
<TOTAL-ASSETS> 4549970
<CURRENT-LIABILITIES> 424628
<BONDS> 0
0
0
<COMMON> 3142243
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3904877
<SALES> 924357
<TOTAL-REVENUES> 924543
<CGS> 314903
<TOTAL-COSTS> 314903
<OTHER-EXPENSES> 516759
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 92881
<INCOME-TAX> 27967
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 64914
<EPS-BASIC> 0
<EPS-DILUTED> 0
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K - AMENDED
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): _____
LIGHT MANAGEMENT GROUP, INC.
(Exact name of registrant as specified in its charger)
Nevada 002-97370-A 59-2091510
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3060 Mainway Drive, Suite 301, Burlington, Ontario, Canada L7M 1A3
(Address of principal executive offices) (Zip Code)
Registrants telephone number: (800) 877-5647
Triton Acquisition Corporation
211 West Wall, Midland, Texas 79701
(Former name or address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
1. i. Registrant's independent accountant, S.W. Hatfield, CPA, has
resigned, effective December 10, 1999.
ii. See Exhibit A, resignation letter from S.W. Hatfield
regarding information required by Item 304, 4(a)(1)(ii) of Regulation S-K.
iii. The change in accountants was not recommended or approved by
the Board of Directors.
iv. See Exhibit A, resignation letter from S.W. Hatfield
regarding information required by Item 304, 4(a)(1)(iv) of Regulation S-K.
v. See Exhibit A, resignation letter from S.W. Hatfield,
regarding information required by Item 304, 4(a)(1)(v) of Regulation S-K.
2. Registrant has retained the services of James E. Slayton, CPA, 2858
West Market Street, Suite C, Fairlawn, OH 44333, as the principal
independent accountant, effective January 20, 2000. Registrant,
or someone on registrant's behalf, has not contacted the accountant
prior to his reply regarding:
i. The application of accounting principals to a specified
transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the registrant's financial
statements, and either a written report was provided to the registrant
or oral advice was provided that the new accountant concluded was an
important factor considered by the registrant in reaching a decision
as to the accounting, auditing or financial reporting issue; or
ii. Any matter that was either the subject of a disagreement (as
defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or a
reportable event (as described in paragraph (a)(1)(v) of Item 304 of
Regulation S-K).
3. Registrant has provided the former accountant with a copy of the
disclosures made herein and requested the former accountant to furnish the
registrant with a letter addressed to the Commission stating whether it
agrees with the statements made by the registrant in this filing, and, if
not, stating the respects in which it does not agree. Such response
stating no disagreement is attached hereto as Exhibit B.
Item 5. Other Events
The registrants Chief Financial Officer, Eva Sigfreid, has resigned from the
Company.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
LIGHT MANAGEMENT GROUP, INC.
Dated: _____ By: /s/ Barrington L. Simon
Barrington L. Simon
Chief Executive Officer
Exhibit A
Letter of Resignation
S.W. HATFIELD, CPA
certified public accountants
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
December 10, 1999
Board of Directors
i/c/o LIGHT MANAGEMENT GROUP, INC.
(formerly Triton Acquisition Corporation)
3060 Mainway Drive, Suite 301
Burlington Ontario L7M 1A3
CANADA
Gentleman:
In June 1999, Light Management Group, Inc. (formerly Triton Acquisition
Corporation) (SEC File #333-79959) (Company) filed a Form S-4, Registration of
Securities Issued in a Business Combination Transaction (SEC Registration
#002-97360-A). Please be advised that this document did not contain an
incorporation by reference of the Company's Form 10-KSB filed as of and for the
year ended December 31, 1998. Additionally, this firm was not provided a copy of
the filing prior to its submission to the U.S. Securities and Exchange
Commission as required by our engagement letter with Company dated December 30,
1998 and, accordingly, this firm was not requested to and did not provide a
consent of independent certified public accountants to be filed as an exhibit in
the aforementioned June 1999 Form S-4. It is our opinion and position that the
Form S-4, filed in June 1999, is deficient and incomplete based upon the
requirements and Regulations of the U.S. Securities and Exchange Commission.
We have searched the U.S. Securities and Exchange Commission EDGAR database and
another commercial database and are unable to verify that the Company has filed
the required Form 10-QSB as of and for the respective quarters ended June 30,
1999 and September 30, 1999.
Further, we have hade no communication from Company officers and/or directors
and/or corporate legal counsel since the change in control of the Company during
May 1999.
Use our past to assist your futuresm
P.O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 [email protected]
Board of Directors
i/c/o Mr. Barrington L. Simon, President
LIGHT MANAGEMENT GROUP, INC.
(formerly Triton Acquisition Corporation)
December 10, 1999
Page 2
Accordingly, we hereby resign as auditors for Light Management Group, Inc.
(formerly Triton Acquisition Corporation) (SEC File #333-79959), effective
immediately.
We hereby confirm that the client-auditor relationship between Light Management
Group, Inc. (formerly Triton Acquisition Corporation (SEC File #333-79959) and
S. W. Hatfield, CPA (formerly S.W. Hatfield + Associates) has ceased.
Very truly yours,
S. W. HATFIELD, CPA
/s/ Scott W. Hatfield, CPA
Scott W. Hatfield, CPA
SWH/
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, NW
Washington, DC 20549
Exhibit B
Responsive Comment Letter
S. W. HATFIELD, CPA
certified public accountants
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
January 24, 2000
U. S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington DC 20549
Gentleman:
On January 24, 2000, this firm received and reviewed Item 4 - Changes in
Registrant's Certifying Accountant of the Form 8-K to be filed by Light
Management Group, Inc. (formerly Triton Acquisition Corp.) (SEC File
#002-97370-A) during January 2000.
We have no disagreements with the statements made within Item 4 of the
referenced Form 8-K.
Yours truly,
S. W. HATFIELD, CPA
/s/ Scott W. Hatfield, CPA
Scott W. Hatfield, CPA
SWH/
Use our past to assist your futuresm
P.O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 [email protected]
James E. Slayton, CPA
- - --------------------------------------------------------------------------------
2858 West Market Street
Suite C
Fairlawn, Ohio 44333
1-330-864-3553
To Whom It May Concern:
The firm of James E. Slayton, Certified Public Accountant consents to
the inclusion of my report of December 31, 1999, on the Consolidated Financial
Statements of Light Management Group Inc. from January 31, 1999 through December
31, 1999, in any filings that are necessary now or in the near future to be
filed with the U. S. Securities and Exchange Commission.
Professionally,
James E. Slayton, CPA
Ohio License ID # 04-1-15582
