UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 14F-1
INFORMATION STATEMENT
PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1
THEREUNDER FTLA, INC.
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(Exact name of registrant as
specified in its corporate charter)
333-94265
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Commission File No.
FLORIDA 06-1562447
(State of Incorporation) (IRS Employer Identification No.)
FTLA, INC.
6066 Vineyard Drive
Ottawa, Ontario Canada K1C 2M5
(Address of principal executive offices)
(613) 837-1909
(Issuer's telephone number)
FTLA, INC.
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
GENERAL
This Information Statement is being delivered on or about APRIL 10, 2002 to the
holders of shares of common stock, (the "common stock") of FTLA, Inc., a Florida
corporation ("us," "we," "our," or "the Company"). You are receiving this
Information Statement in connection with the appointment of a Lam Ko Chau, a new
member to our Board of Directors (the "Board"), who is now our sole Officer and
Director.
On March 26, 2002, our majority shareholder, Paragon Management and Marketing,
Inc., sold its 9,000,000 shares of our common stock to Kojon Biometrics, Inc., a
Canadian Corporation, which resulted in a restructuring of our management, Board
of Directors, and common stock ownership.
Lam Ko Chau is the majority shareholder of Kojon Biometrics, Inc. owning
3,500,000 shares or sixty percent (60%) of its common stock. As a result of the
transaction, Kojon Biometrics holds 9,000,000 shares of our common stock which
represents ninety-one percent (91%) of our common stock outstanding.
At the time of the stock purchase, Lyndell Parks, our President and a Director,
and Audra Parks, our Secretary, Treasurer and Director, resigned and appointed
Lam Ko Chau to our Board of Directors to fill the vacancies created by their
resignation. Lam Ko Chau will serve as our President and a Director until the
next annual meeting of our Shareholders. On March 26, 2002, we received a letter
of resignation from our two existing Board members, Audra Parks and Lyndell
Parks. Mr. Lam Ko Chau was appointed as our sole Director and President to fill
the vacancies created by the resignations of Audra and Lyndell Parks.
Lam Ko Chau took office immediately upon his appointment on March 26, 2002.
YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE NOT,
HOWEVER, REQUIRED TO TAKE ANY ACTION.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On March 26, 2002 and as of April 9, 2002 there were 9,898,000 shares of common
stock issued and outstanding. Each share of common stock entitles the holder
thereof to one vote on each matter that may come before a meeting of the
shareholders.
The following tables set forth the ownership as of April 4, 2002 by: Each
shareholder known by us to own beneficially more than 5% of our common stock;
Each executive officer; Each director or nominee to become a director; and All
directors and executive officers as a group.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS:**
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Nature of
Title of Class Name & Address Beneficial Percent of
Of Beneficial Owner Amount Ownership Class
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Common Lam Ko Chau 9,000,000(1) Indirect (1) 91%
6066 Vineyard Drive
Ottawa, Ontario Canada K1C 2M5
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Common TOTAL 9,000,000 91 %
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SECURITY OWNERSHIP OF MANAGEMENT:**
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Title of Class Name, Address and Position Amount Nature of Percent of
Of Management Beneficial Class
Ownership
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Common Lam Ko Chau (President and 9,000,000(1) Indirect (1) 91%
Director)
6066 Vineyard Drive
Ottawa, Ontario Canada K1C 2M5
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Common OFFICERS AND DIRECTORS AS A 9,000,000 91 %
GROUP
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(1) Lam Ko Chau is the controlling stockholder, President and an Officer of
Kojon Biometrics, Inc., a Canadian Corporation, and may be deemed the beneficial
owner of the shares of our Common Stock owned by Kojon Biometrics, Inc.
**This table is based upon information derived from our stock records. Unless
otherwise indicated in the footnotes to this table, we believe that each of the
shareholders named in this table has sole or shared voting and investment power
with respect to the shares indicated as beneficially owned. Except as otherwise
noted herein, we are not aware of any arrangements which may result in a change
in our control.
CHANGES IN CONTROL.
On March 26, 2002, Paragon Management and Marketing, Inc., our majority
shareholder sold 9,000,000 shares of our common stock to Kojon Biometrics, Inc.,
a Canadian Corporation, in exchange for $100,000. Of this amount, $75,000 was
paid in cash by Kojon Biometrics, Inc., and twenty-five thousand dollars
($25,000) was paid by a promissory note payable by Kojon Biometrics, Inc. to
Paragon Management and Marketing, Inc. Kojon Biometrics, Inc. must pay the note
in the amount of twenty-five thousand dollars ($25,000) on or before May 26,
2002. The note may be prepaid by Kojon Biometrics, Inc. without penalty. All
payments made under the note are payable to Paragon Management and Marketing,
Inc. The note bears interest at the rate of eight percent (8%) per annum. The
note is unsecured and is not personally guaranteed by any of the Officers,
Directors or shareholders of Kojon Biometrics, Inc.
Lam Ko Chau, the majority shareholder of Kojon Biometrics, Inc., owns 3,500,000
shares or sixty percent (60%) of Kojon Biometrics, Inc. common stock. Lam Ko
Chau is the President and a Director of Kojon Biometrics, Inc. As a result of
the transaction, Kojon Biometrics, Inc. holds 9,000,000 shares of our common
stock which represents ninety-one percent (91%) of our common stock.
LEGAL PROCEEDINGS OF DIRECTORS AND EXECUTIVE OFFICERS.
We are not aware of any legal proceedings in which any director, officer, or any
owner of record or beneficial owner of more than five percent of any class of
our voting securities, or any affiliate of any such director, officer,
affiliate, or security holder, is a party adverse to us or which has a material
interest adverse to us.
DIRECTORS AND EXECUTIVE OFFICERS.
The following table sets forth the names and ages of our sole Director and
Officer, and the principal offices and positions with us held by such person.
Such person become our Director and President on March 26, 2002. Our Executive
Officers are elected annually by our Board of Directors. Our Directors serve one
year terms until their successors are elected. The executive officers serve
terms of one year or until their death, resignation or removal by the Board of
Directors. There are no family relationships among any of the Directors and
Officers.
Name Age Position(s) Term
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Lam Ko Chau 62 President and Director 1 year
EXPERIENCE FOR THE PAST 5 YEARS
From, 1997 to present, Lam Ko Chau has been the President of Oscan Electro
Optics Inc. a Privately held Canadian Corporation. Mr. Lam Ko Chau is
responsible for the day-to-day operations of Oscan Electro Optics Inc. Oscan
Electro Optics Inc. designs and manufactures live-scan fingerprint scanners,
hardware and software, produces rolled impression optical fingerprint scanners,
with images stored in smart cards for one-to-one fingerprint matching. Since
April of 2001, Lam Ko Chau also serves as President and a Director of Kojon
Biometrics Inc., a privately held Canadian Corporation. Kojon is involved in the
research and development of opto-chemical fingerprint scanning and
pattern-to-number (short and stable) descriptor algorithm development for
live-scan and large database fingerprint on-line search applications.
NO COMMITTEES OF THE BOARD OF DIRECTORS
We do not currently have standing audit, nominating and compensation committees
of our Board of Directors, or committees performing similar functions.
MEETINGS OF THE BOARD OF DIRCTORS
There were irregular meetings of our Board of Directors during the fiscal year
ended December 31, 2001.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not Applicable.
Compliance with Section 16(a) of the Securities Exchange Act of 1934 requires
our Directors and Executive Officers and persons who own more than ten percent
of a registered class of our equity securities to file with the SEC initial
reports of ownership and reports of changes in ownership of our common stock and
our other equity securities. Officers, directors and greater than ten percent
shareholders are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file. To our knowledge, none of our Officers, Directors
or Shareholders were delinquent in any necessary filings under Section 16(a).
COMPENSATION OF DIRECTORS AND OFFICERS
We are not aware of any compensation paid to our officers and directors in
excess of $100,000 since our inception. We have not paid Mr. Lam Ko Chau, our
current president and sole officer and director, any compensation since his
appointment on March 26, 2002 and we have no arrangements to pay him
compensation in the future.
SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has caused this Notice to be signed on its behalf by the
undersigned, thereto authorized. Dated: April 10, 2002 FTLA, INC.
/s/ LAM KO CHAU
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LAM KO CHAU, President and sole Director