SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2001
LEFTBID CORP.
(Exact name of registrant as specified in its charter)
California 1-16717 91-2021595
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
13314 I Street, Omaha, Nebraska 68137
(Address of principal executive offices) (Zip Code)
(402) 334-5556)
(Registrants telephone number, including area code)
Item 5. Other Information
Registrant entered into an Agreement For The Exchange of Common
Stock dated November 8, 2001 by and between Spicology, Inc., a
California corporatioin, and Leftbid.com, Inc., a Nevada
Corporation, for an exchange of securities whereby Leftbid.com,
Inc., becomes a wholly owned subsidiary of Spicology, Inc. Such
Agreement is recited below in total.
On November 20, 2001, Spicology, Inc., filed with the Secretary of
State of California, a Certificate of Amendment to Articles
Of Incorporation of Spicology, Inc., whereby the name of the
Corporatioin was changed to Leftbid Corp. Such Certificate
Of Amendent to Articles of Incorporation was received by
The State of California and recorded as of November 28, 2001.
Registrant is not profitable at the present time and does not
expect to be in the near future. Registrant has limited
financial resources and there can be no
assurance it will raise sufficient capital to fund its
operations or fulfill the Agreement.
Certain information herein contains forward-looking statements
that may involve risk and uncertainties. Registrant believes
that its expectations are based on reasonable assumptions.
However, no assurances can be given that its goals will
be achieved. Factors that could cause actual results to
differ materially include, but are not limited to, changes
in federal, state and local regulations, new product
introductions by competitors and changes in technology.
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE "1933 ACT"), NOR REGISTERED UNDER ANY STATE SECURITIES
LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS
DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY
NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH
IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
AGREEMENT FOR THE EXCHANGE OF
COMMON STOCK
AGREEMENT made this 16th day of October,
2001, by and between Spicology, Inc., a California
corporation, (the "ISSUER"), RICK FEINSTEIN
("Transferring Shareholder"), and for the benefit of the
individual shareholders, (the "SHAREHOLDERS"),
which SHAREHOLDERS own of all the issued and
outstanding shares of LEFT BID.COM, INC., a Nevada
corporation ("Left Bid").
In consideration of the mutual promises,
covenants, and representations contained herein, and
other good and valuable consideration,
THE PARTIES HERETO AGREE AS
FOLLOWS:
1. EXCHANGE OF SECURITIES.
i. Subject to the terms and conditions of this
Agreement, ISSUER agrees to issue to
SHAREHOLDERS, a total of 7,449,000 shares of the
common stock of ISSUER, and Transferring
Shareholder shall transfer to SHAREHOLDERS,
1,051,000 shares, $0.001 par value (the "Shares"), in
exchange for 100% of the issued and outstanding
shares of Left Bid, such that Left Bid shall become a
wholly owned subsidiary of the ISSUER.
ii Concurrent with the closing of this
agreement, ISSUER shall issue 350,000 shares to
ZIRK ENGLEBRECHT and MATT GOHD as and for
consultant's fees.
iii. The exchange of shares contemplated
hereby is intended not to give rise to any taxable
income to either Transferring Shareholder or
Shareholders. The parties agree to take all necessary
steps to assure that no taxable income results from this
transaction.
2. REPRESENTATIONS AND
WARRANTIES. ISSUER represents and warrants
to SHAREHOLDERS and Left Bid the following:
i. Organization. ISSUER is a
corporation duly organized, validly existing, and in
good standing under the laws of California, and has all
necessary corporate powers to own properties and carry
on a business, and is duly qualified to do business and
is in good standing in California. All actions taken by
the Incorporators, directors and shareholders of
ISSUER have been valid and in accordance with the
laws of the State of California. ISSUER is current in
its reporting obligations to the Securities and Exchange
Commission.
ii. Capital. The authorized
capital stock of ISSUER consists of 100,000,000
shares of common stock, $0.001 par value, of which
2,201,000 are issued and outstanding. All outstanding
shares are fully paid and nonassessable, free of liens,
encumbrances, options, restrictions (with the exception
of Rule 144 requirements) and legal or equitable rights
of others not a party to this Agreement. Following this
closing, there shall be a total of 10,000,000 shares of
common stock of ISSUER issued and outstanding and
there will be no outstanding subscriptions, options,
rights, warrants, convertible securities, or other
agreements or commitments obligating ISSUER to
issue or to transfer from treasury any additional shares
of its capital stock. None of the outstanding shares of
ISSUER are subject to any stock restriction
agreements. All of the shareholders of ISSUER have
valid title to such shares and acquired their shares in a
lawful transaction and in accordance with the laws of
California.
iii. Financial Statements. The
financial statements of the Company have been
prepared in accordance with generally accepted
accounting principles consistently followed by
ISSUER throughout the periods indicated, and fairly
present the financial position of ISSUER as of the date
of the balance sheet and the financial statements, and
the results of its operations for the periods indicated.
ISSUER is current in its filings with the Securities and
Exchange Commission.
iv. Absence of Changes. Since the
date of the financial statements filed with the Securities
and Exchange Commission, there has not been any
change in the financial condition or operations of
ISSUER, except changes in the ordinary course of
business, which changes have not in the aggregate been
materially adverse.
v. Liabilities. ISSUER does not
have any debt, liability, or obligation of any nature,
whether accrued, absolute, contingent, or otherwise,
and whether due or to become due, that is not reflected
on the ISSUERS' financial statement. ISSUER is not
aware of any pending, threatened or asserted claims,
lawsuits or contingencies involving ISSUER or its
common stock. There is no dispute of any kind
between the ISSUER and any third party, and no such
dispute will exist at the closing of this Agreement. At
closing, ISSUER will be free from any and all
liabilities, liens, claims and/or commitments.
vi. Ability to Carry Out Obligations.
ISSUER has the right, power, and authority to
enter into and perform its obligations under this
Agreement. The execution and delivery of this
Agreement by Issuer and the performance by ISSUER
of its obligations hereunder will not cause, constitute,
or conflict with or result in (a) any breach or violation
or any of the provisions of or constitute a default under
any license, indenture, mortgage, charter, instrument,
articles of incorporation, bylaw, or other agreement or
instrument to which ISSUER or its shareholders are a
party, or by which they may be bound, nor will any
consents or authorizations of any party other than those
hereto be required, (b) an event that would cause
ISSUER to be liable to any party, or (c) an event that
would result in the creation or imposition or any lien,
charge or encumbrance on any asset of ISSUER or
upon the securities of ISSUER to be acquired by
SHAREHOLDERS.
vii. Full Disclosure. None of
the representations and warranties made by the
ISSUER, or in any certificate or memorandum
furnished or to be furnished by the ISSUER, contains
or will contain any untrue statement of a material fact,
or omit any material fact the omission of which would
be misleading.
viii. Contract and Leases. ISSUER
is not currently carrying on any business and is not a
party to any contract, agreement or lease. No person
holds a power of attorney from ISSUER.
ix. Compliance with Laws.
ISSUER has complied with, and is not in
violation of any federal, state, or local statute, law,
and/or regulation pertaining to ISSUER. ISSUER has
complied with all federal and state securities laws in
connection with the issuance, sale and distribution of
its securities.
x. Litigation. ISSUER is not
(and has not been) a party to any suit, action,
arbitration, or legal, administrative, or other
proceeding, or pending governmental investigation. To
the best knowledge of the ISSUER, there is no basis
for any such action or proceeding and no such action or
proceeding is threatened against ISSUER and ISSUER
is not subject to or in default with respect to any order,
writ, injunction, or decree of any federal, state, local, or
foreign court, department, agency, or instrumentality.
xi. Conduct of Business. Prior to
the closing, ISSUER shall conduct its business in the
normal course, and shall not (1) sell, pledge, or assign
any assets (2) amend its Articles of Incorporation or
Bylaws, (3) declare dividends, redeem or sell stock or
other securities, (4) incur any liabilities, (5) acquire or
dispose of any assets, enter into any contract, guarantee
obligations of any third party, or (6) enter into any
other transaction.
xii. Documents. All minutes,
consents or other documents pertaining to ISSUER to
be delivered at closing shall be valid and in accordance
with the laws of California.
xiv. Title. The Shares to be issued
to SHAREHOLDERS will be, at closing, free and clear
of all liens, security interests, pledges, charges, claims,
encumbrances and restrictions of any kind, shall be
issued pursuant to Regulation D, Section 506 and
4(2)of the Act and shall bear a Rule 144 legend. None
of such Shares are or will be subject to any voting trust
or agreement. No person holds or has the right to
receive any proxy or similar instrument with respect to
such shares, except as provided in this Agreement, the
ISSUER is not a party to any agreement which offers
or grants to any person the right to purchase or acquire
any of the securities to be issued to
SHAREHOLDERS. There is no applicable local, state
or federal law, rule, regulation, or decree which would,
as a result of the issuance of the Shares to
SHAREHOLDERS, impair, restrict or delay
SHAREHOLDERS' voting rights with respect to the
Shares.
xv. SEC and State Security Filings.
Issuer
is current with all SEC and state filings.
3. SHAREHOLDERS and Left Bid
represent and warrant to ISSUER the following:
i. Organization. Left Bid is a
corporation duly organized, validly existing, and in
good standing under the laws of Nevada, has all
necessary corporate powers to own properties and carry
on a business, and is duly qualified to do business and
is in good standing in Nevada. All actions taken by the
Incorporators, directors and shareholders of Left Bid
have been valid and in accordance with the laws of
Nevada.
ii. Shareholders and Issued Stock.
Aden Enterprises, Inc. will deliver 100% of the capital
stock of Left Bid, and enters into this agreement with
the full authority and consent.
iii. General Obligations. Following
the closing, ISSUER shall comply with applicable
federal and state securities laws.
iv. Counsel.
SHAREHOLDERS and Left Bid represent and
warrant that prior to Closing, that they are represented
by independent counsel or have had the opportunity to
retain independent counsel to represent them in this
transaction.
4. INVESTMENT INTENT.
SHAREHOLDERS agree that the shares being
issued pursuant to this Agreement may be sold,
pledged, assigned, hypothecate or otherwise
transferred, with or without consideration (a
"Transfer"), only pursuant to an effective registration
statement under the Act, or pursuant to an exemption
from registration under the Act, the availability of
which is to be established to the satisfaction of
ISSUER. SHAREHOLDERS agree, prior to any
transfer, to give written notice to ISSUER expressing
his desire to effect the transfer and describing the
proposed transfer.
5. CLOSING. The closing of this
transaction shall take place at the offices of the Issuer's
counsel at 827 State Street, Suite 12, Santa Barbara,
California, on or before November 8, 2001.
6. DOCUMENTS TO BE DELIVERED
AT CLOSING.
i. By the ISSUER
(1) Board of Directors Minutes
authorizing the issuance of a certificate or certificates
for 7,449,000 Shares, registered in the names of the
SHAREHOLDERS equal to their pro-rata Left Bid in
Left Bid. All certificates shall be delivered promptly
after closing.
(2) The resignation of all officers of
ISSUER.
(3) A Board of Directors resolution
appointing such person as SHAREHOLDERS
designate as a director(s) of ISSUER.
(4) The resignation of all the
directors of ISSUER, except that of
SHAREHOLDER'S designee, dated subsequent to the
resolution described in 3, above.
(5) Current SEC filings of the
ISSUER, which shall include a current balance sheet
and statements of operations, stockholders equity and
cash flows for the twelve (12) month period then
ended.
(6) All of the business and corporate
records of ISSUER, including but not limited to
correspondence files, bank statements, checkbooks,
savings account books, minutes of shareholder and
directors meetings, financial statements, shareholder
listings, stock transfer records, agreements and
contracts.
(7) Such other minutes of ISSUER's
shareholders or directors as may reasonably be required
by SHAREHOLDERS.
(8) An Opinion Letter from
ISSUER's Attorney attesting to the validity and
condition of the ISS
UER.
ii. By SHAREHOLDERS AND
Left Bid:
(1) Delivery to the ISSUER, or to its
Transfer Agent, the issued and outstanding stock of
Left Bid, with fully executed and medallioned stock
powers and third party releases.
(2) Consents signed by Aden
Enterprises, Inc. , and the remaining shareholders
consenting to the terms of this Agreement.
iii. By Transferring Shareholder: Delivery of
certificates representing the 1,051,000 shares of
Spicology, with fully executed and medallioned stock
powers.
7. MISCELLANEOUS.
i. Captions and Headings.
The Article and paragraph headings throughout
this Agreement are for convenience and reference only,
and shall in no way be deemed to define, limit, or add
to the meaning of any provision of this Agreement.
ii. No oral change. This
Agreement and any provision hereof, may not be
waived, changed, modified, or discharged orally, but
only by an agreement in writing signed by the party
against whom enforcement of any waiver, change,
modification, or discharge is sought.
iii. Non Waiver. Except as
otherwise provided herein, no waiver of any covenant,
condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing
and signed by the party against whom such waiver is
charged; and (I) the failure of any party to insist in any
one or more cases upon the performance of any of the
provisions, covenants, or conditions of this Agreement
or to exercise any option herein contained shall not be
construed as a waiver or relinquishment for the future
of any such provisions, covenants, or conditions, (ii)
the acceptance of performance of anything required by
this Agreement to be performed with knowledge of the
breach or failure of a covenant, condition, or provision
hereof shall not be deemed a waiver of such breach or
failure, and (iii) no waiver by any party of one breach
by another party shall be construed as a waiver with
respect to any other or subsequent breach.
iv. Time of Essence. Time is of
the essence of this Agreement and of each and every
provision hereof.
v. Entire Agreement. This
Agreement contains the entire Agreement and
understanding between the parties hereto, and
supersedes all prior agreements and understandings.
vi. Counterparts. This Agreement
may be executed simultaneously in one or more
counterparts, each of which shall be deemed an
original, but all of which together shall constitute one
and the same instrument.
viii. Notices. All notices, requests,
demands, and other communications under this
Agreement shall be in writing and shall be deemed to
have been duly given on the date of service if served
personally on the party to whom notice is to be given,
or on the third day after mailing if mailed to the party
to whom notice is to be given, by first class mail,
registered or certified, postage prepaid, and properly
addressed, and by fax, as follows:
ISSUER: Kenneth G. Eade, Esq.
827 State Street, Suite 12
Santa Barbara, CA 93101
Phone: (805) 560-9828
Fax: (805) 560-3608
Left Bid: Virgil K. Johnson, Esq.
Erickson & Sederstrom, P.C.
10330 Regency Parkway Dr, # 100
Omaha, NE 68114
Phone:(402) 390-7104
Fax: (402) 390-7137
IN WITNESS WHEREOF, the undersigned has
executed this Agreement this 8th day of November
2001.
Spicology, Inc.
By: /s/ Rick Feinstein
Rick Feinstein, President
Left Bid.com, Inc.
By: /s/ Michael S. Luther
Michael S. Luther,
President
Transferring Shareholder
By: /s/ Rick Feinstein__
Rick Feinstein
ADEN ENTERPRISES,
INC.
By/s/ Michael S. Luther
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