U.S. 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: June 25, 1998
LBF CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
000-23485 98-0177646
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(Commission File No.) (IRS Employer
Identification No.)
Suite 106
1460 Pandosy St.
Kelowna, British Columbia
Canada V14 1P3
- ------ -------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (250) 868-8445
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Item 2. Acquisition and Disposition of Assets.
Effective June 19, 1998 LBF Corporation (the "Company") did
acquire certain patent application rights (the "Assets") from FES
Innovations, Inc., a British Columbia, Canada corporation ("FES").
The relevant terms of the transaction provide for the Company to
(i) undertake a "forward split" of its common stock, whereby 10
shares of common stock have been issued in exchange for each share
of common stock issued and outstanding, in order to establish the
number of issued and outstanding common shares of the Company at
Closing to be 5,000,000 shares; and (ii) issue to FES and its
assigns an aggregate of 12,500,000 "restricted" common shares (post
split), representing approximately 71.4% of the Company's
outstanding common stock.
Coverage of the proposed patent is directed to a fuel heating
apparatus that includes a block of heat conductive material having
a passageway and an embedded heating element near the passageway.
The block conducts heat generated by the heating element to heat
fuel flowing in the passageway. In a subsequent dependent claim,
copper tubing is claimed in the passageway. A temperature sensor
senses the temperature of the fuel at the output of the passageway.
The block material is described as consisting of potting epoxy with
sufficiently dispersed metal filings. To the extent that the
patent application includes applications to diesel engines, such
applications are excluded from the assets to be acquired by LBF.
As a result of this acquisition, the Company believes that it
has effectively consummated its initial business plan as outlined
in its Registration Statement on Form 10-SB, as previously filed
with the Securities and Exchange Commission. In the immediate
future, the Company intends to raise a sufficient amount of equity
capital in order to perform research and development activities on
the apparatus to insure commercial viability and thereafter, it is
expected that additional equity capital will be required to enter
into the sale and marketing aspect of the Company's business.
There can be no assurances that the Company will be able to
generate sufficient equity or debt capital in which to fully
implement its business plan.
In addition to its research and development activities, as of
the date of this report the Company has filed patent applications
in over 140 countries, receiving approval of the same in a majority
of these jurisdictions. A working prototype has been developed in
order to undertake field tests with three separate fuel burning
systems (carboration, fuel injection and a combination of the two).
The results obtained from these tests were sufficiently encouraging
for the Company to retain independent entities to conduct tests of
the prototypes, including OceanAir Environmental Systems, Santa
Barbara, California, who is undertaking US testing, and the
Ministry of Environment in Ottowa, for Canadian testing. This
testing will include testing for hydrocarbons, nitric oxide and
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other nitrogen based gases, carbon monoxide, carbon dioxide and
other emissions which are detrimental to the environment.
Based upon the results of these tests, the Company plans on
raising additional equity capital to exploit the technology and
address marketing and distribution strategies, as well as the
continuation of research and development of the system for
additional applications in other sectors and industries, with an
emphasis focusing on strategic alliances and/or joint venture
partners in order to effectively achieve market penetration.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
The Registrant hereby undertakes to file with the Commission
an amendment to this Form 8-K wherein the Registrant shall provide
the audited financial statements of the Assets acquired by the
Company from FES and the Company's pro forma financial statements
within sixty (60) days after the filing of this Form 8-K.
(c) Exhibits.
2.0 Purchase and Sale Agreement Between the Company and FES
Innovations, Inc.
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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 hereunto duly authorized.
LBF CORPORATION
By: s/Bob Hemmerling
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Its: Secretary
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Dated: June 29, 1998
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LBF CORPORATION
___________________
EXHIBIT 2.0
___________________
PURCHASE AND SALE AGREEMENT
BETWEEN THE COMPANY AND
FES INNOVATIONS, INC.
___________________
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PURCHASE AND SALE AGREEMENT
This Agreement, made this ______ day of June, 1998, by and between LBF
CORPORATION, a company incorporated pursuant to the laws of the State of
Nevada, with its principal place of business located at Suite 106, 1460
Pandosy St., Kelowna, British Columbia, Canada, V14 1P3 (hereinafter
referred to as "Purchaser") and FES INNOVATIONS, INC., a company
incorporated pursuant to the laws of British Columbia, Canada, having its
principal place of business located at 303-478 Bernard Ave., Kelowna,
British Columbia, Canada V1Y 6N7 (hereinafter referred to as "Seller"), who
hereby agree as follows:
R E C I T A L S
WHEREAS, Purchaser is a development stage company which has its
common stock registered pursuant to Section 12(g) as promulgated under the
Securities Exchange Act of 1934, as amended, and whose principal business
is to merge with another entity, or otherwise acquire assets; and
WHEREAS, the Seller owns good and marketable title to a certain
patent application, more fully described in Exhibit "A" attached hereto and
incorporated herein as if set forth (the "Assets"); and
WHEREAS, Purchaser desires to purchase from Seller and Seller desires
to sell the Assets to Purchaser pursuant to the terms and conditions
contained herein;
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in
consideration of the premises and the covenants, agreements,
representations, warranties and payments hereinafter contained, the parties
hereto covenant and agree as follows:
1. Purchase and Sale of Assets.
1.01. Purchase. Upon the terms and subject to the conditions
hereof, the Seller agrees to sell, assign and transfer to the Purchaser
and the Purchaser agrees to purchase from the Seller, all of the
Seller's right, title and interest in the Assets. A copy of the
applicable Assignment of Patent Rights is attached hereto and
incorporated herein as Exhibit "B".
2. Purchase Price and Payment.
2.01. Payment. As full and complete payment for the Assets,
Purchaser shall cause to be issued to Seller, or its assigns, an
aggregate of 12,500,000 shares of Purchaser's common stock, par value
$.001 per share (post forward split), which shares shall be
"restricted" shares, as that term is defined under Rule 144 promulgated
under
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the Securities Act of 1933, as amended (the "Shares"). Relevant to
these Shares, Seller and its assigns agree to execute at closing hereof
(as defined hereinbelow) an "Investment Letter" in the form attached
hereto as Exhibit "C," the contents of which are incorporated herein
as if set forth.
3. Assumed Liabilities and Payment of Taxes.
3.01. Assumption of Liabilities. Other than as disclosed herein the
Purchaser will not assume any liabilities of the Seller.
3.02 Personal Property Taxes. At such time as the same becomes due
and payable, personal property taxes for the year 1998, if any, shall
be pro-rated as of the date of Closing. Thereafter, taxes and
assessments shall be the obligation of and shall be paid by the
Purchaser.
4. Representations and Warranties of the Seller. The Seller represents
and warrants to the Purchaser as follows, with the intent that the Purchaser
shall rely thereon in entering into this Agreement and in concluding the
purchase and sale contemplated herein.
4.01. Corporate Status. The Seller is a corporation duly
incorporated, validly existing and in good standing under the laws of
British Columbia, Canada and has the power and capacity to own and
dispose of the Assets and to carry on the Seller's business as now
being conducted by it and to enter into this Agreement and to carry out
its terms to the full extent.
4.02. Authority to Sell. The execution and delivery of this
Agreement and the completion of the transaction contemplated hereby has
been duly and validly authorized by all necessary corporate action on
the part of the Seller and this Agreement constitutes a legal, valid
and binding obligation of the Seller, enforceable against the Seller
in accordance with its terms except as may be limited by laws of
general application affecting the rights of creditors.
4.03. Sale Will Not Cause Default. Other than as previously
disclosed by Seller to Purchaser relevant to potential income tax
obligations which may be due by Seller to Revenue Canada and to the
best of Seller's information, knowledge and belief, neither the
execution and delivery of this Agreement, nor the completion of the
purchase and sale contemplated herein, will:
(a) violate any of the terms and provisions of the charter
or articles of incorporation or the bylaws of the Seller, or any
order, decree, statute, bylaw, regulation, covenant, or restriction
applicable to the Seller or any of the Assets; or
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(b) result in any fees, duties, taxes, assessments or other
amounts relating to any of the Assets becoming due or payable
other than sales tax payable by Purchaser in connection with the
purchase and sale, if any.
4.04. Assets. The Seller owns and possesses and has a good and
marketable title to the Assets, free and clear of all mortgages, liens,
charges, pledges, security interests, encumbrances or other claims
whatsoever, whether secured or unsecured and whether arising by reason
of statute or otherwise howsoever.
4.05. Litigation. There is no litigation or administrative or
governmental proceeding or inquiry pending, or to the knowledge of the
Seller, threatened against or relating to the Seller, the Seller's
business, or any of the Assets, nor does the Seller know of or have
reasonable grounds for believing that there is any basis for any such
action, proceeding or inquiry.
4.06. Conformity with Laws. Other than lawfully obtaining the
Letters Patent applicable to the Assets from the US Patent and
Trademark Office, the Seller has not sought and obtained any
governmental licenses and permits required for the conduct in the
ordinary course of the operations of the Seller's business and the uses
to which the Assets have been put.
4.07. Accuracy of Representations. No certificate furnished by
or on behalf of the Seller to the Purchaser at the time of closing in
respect of the representations, warranties or covenants of the Seller
herein will contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements contained
therein not misleading and all of the representations and warranties
of the Seller shall be true as at and as if made at the time of
closing.
4.08 Representations Relating to Issuance of Purchaser's Common
Stock. Seller hereby represents and warrants to Purchaser as follows:
(i) The Common Shares to be acquired by Seller and/or its
assigns is solely for its account and for investment and Seller
has no plan, intention, contract, understanding, agreement or
arrangement with any person to sell, assign, pledge, hypothecate
or otherwise transfer to any person the Shares, or any portion
thereof, except to its shareholders in the case of Seller's
voluntary dissolution or liquidation, which assignment shall occur
as a matter of law, or except as disclosed to Purchaser by Seller;
and
(ii) Seller understands that neither the Shares nor the sale
thereof to it has been registered under the Securities Act of
1933, as amended (the "1933 Act"), or under any state securities
laws. Seller understands that no registration statement has been
filed with the United States Securities and Exchange Commission,
nor with any other regulatory authority and that, as a result, any
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benefit which might normally accrue to a holder of the Shares by
an impartial review of such a registration statement by the
Securities and Exchange Commission or other regulatory authority
will not be forthcoming. Seller understands that it cannot sell
the Shares unless such sale is registered under the 1933 Act and
applicable state securities laws or exemptions from such
registration become available. In this connection, Seller
understands that the Purchaser has advised the Transfer Agent for
the Common Shares that the Shares are "restricted securities"
under the 1933 Act and that they may not be transferred by Seller
to any person without the prior consent of the Purchaser, which
consent of the Purchaser will require an opinion of counsel
acceptable to Purchaser to the effect that, in the event the
Shares are not registered under the 1933 Act, any transfer as may
be proposed by Seller must be entitled to an exemption from the
registration provisions of the 1933 Act. To this end, Seller
acknowledges that a legend to the following effect will be placed
upon any and all certificate(s) representing the Shares and that
the Transfer Agent has been advised of such facts:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND
SOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT
OR IF AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE,
THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE
SATISFACTION OF THE COMPANY.
Seller understands that the foregoing legend on its
certificate for the Shares limits their value, including their
value as collateral.
5. Covenants of the Seller.
5.01. Conduct of the Business. Until the time of closing, the
Seller shall conduct the Seller's business only in the ordinary course
and will use its best efforts to preserve the Assets intact and to
preserve for the Purchaser its relationship with its lessors,
suppliers, customers and others having business relations with it.
5.02. Access by Purchaser. The Seller will give to the
Purchaser and Purchaser's counsel, accountants and other
representatives full access, during normal business hours throughout
the period prior to the time of closing, to all of the properties,
books, contracts, commitments and records of the Seller relating to all
aspects of the Seller's business relevant to the Assets acquired herein
and will furnish to the Purchaser during such period all such
information as the Purchaser may reasonably request.
5.03. Covenants of Indemnity. The Seller, its successors and
assigns, will indemnify and hold harmless the Purchaser from and
against:
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(a) any and all of Seller's liabilities, whether related
to the Assets or otherwise, whether accrued, absolute, contingent
or otherwise, existing at the time of closing hereof;
(b) any and all damage or deficiencies resulting from any
misrepresentation, breach of warranty, non-fulfillment of any
covenant on the part of the Seller under this Agreement or from
any misrepresentation in or omission from any certificate or other
instrument furnished or to be furnished to the Purchaser
hereunder; and
(c) any and all actions, suits, proceedings, demands,
assessments, judgments, costs and legal and other expenses
incidental to any of the foregoing.
6. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Seller as follows, with the intent that the
Seller shall rely thereon in entering into this Agreement and in concluding
the purchase and sale contemplated herein.
6.01. Status of Purchaser. The Purchaser is a corporation duly
incorporated, validly existing and in good standing under the laws of
the State of Nevada and has the power and capacity to enter into this
Agreement and carry out its terms.
6.02. Authority to Purchase. The execution and delivery of this
Agreement and the completion of the transaction contemplated hereby has
been duly and validly authorized by all necessary corporate action on
the part of the Purchaser and this Agreement constitutes a legal, valid
and binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms except as limited by laws of
general application affecting the rights of creditors.
6.03. Sale Will Not Cause Default. Neither the execution and
delivery of this Agreement, nor the completion of the purchase and sale
contemplated herein, will:
(a) violate any of the terms and provisions of the articles
of incorporation or the bylaws of the Purchaser, or any order,
decree, statute, bylaw, regulation, covenant, or restriction
applicable to the Purchaser; or
(b) result in any fees, duties, taxes, assessments or other
amounts relating to any of the Assets becoming due or payable
other than sales tax payable by Purchaser in connection with the
purchase and sale, if any.
6.04. Accuracy of Representations. No certificate furnished by
or on behalf of the Purchaser to the Seller at the time of closing in
respect of the representations, warranties or covenants of the
Purchaser herein will contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements
contained
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therein not misleading and all of the representations and warranties
of the Purchaser shall be true as at and as if made at the time of
closing.
6.05 Purchaser's Indemnification of Seller. The Purchaser, its
successors and assigns, will indemnify and hold harmless the Seller and
its shareholders (in the case of Seller's voluntary dissolution or
liquidation) from and against any and all damage or deficiencies
resulting from any misrepresentation, breach of warranty, non
-fulfillment of any covenant on the part of Purchaser under this
Agreement or from any misrepresentation in or omission from any
certificate or other instrument furnished or to be furnished to the
Seller hereunder.
6.06 Purchaser's Capitalization. Purchaser's total authorized
capital stock consists of 25,000,000 shares of Preferred Stock, par
value $0.001 per share, and 50,000,000 shares of Common Stock, par
value $0.001 per share. As of the date hereof there are 500,000 common
shares of the Company issued and outstanding, subject only to the
provisions included hereinbelow. There are no preferred shares issued
or outstanding.
Prior to Closing, as defined hereinbelow, the Board of Directors
of the Purchaser shall undertake a forward split of the Company issued
and outstanding common stock, whereby 10 shares of common stock shall
be issued in exchange for each share of common stock then issued and
outstanding, in order to establish the number of issued and outstanding
common shares of the Company at Closing to be 5,000,000 shares.
7. Survival of Representations, Warranties and Covenants.
7.01. Seller's Representations, Warranties and Covenants. All
statements contained in any certificate or other instrument delivered
by or on behalf of the Seller pursuant hereto or in connection with the
transactions contemplated hereby shall be deemed to be representations
and warranties by the Seller. All representations, warranties,
covenants and agreements made by the Seller in this Agreement or
pursuant hereto shall, unless otherwise expressly stated, survive the
time of closing and any investigation at any time made by or on behalf
of the Purchaser and shall continue in full force and effect for the
benefit of the Purchaser.
7.02. Purchaser's Representations, Warranties and Covenants.
All statements contained in any certificate or other instrument
delivered by or on behalf of the Purchaser pursuant hereto or in
connection with the transactions contemplated hereby shall be deemed
to be representations and warranties by the Purchaser. All
representations, warranties, covenants and agreements made by the
Purchaser in this Agreement or pursuant hereto shall, unless otherwise
expressly stated, survive the time of closing and any investigation at
any time made by or on behalf of the Seller and shall continue in full
force and effect for the benefit of the Seller.
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8. Conditions Precedent to the Obligations of the Purchaser. All
obligations of the Purchaser under this Agreement are subject to the fulfillment
at or prior to the time of closing of the conditions hereinafter enumerated.
8.01. Seller's Representations and Warranties. The Seller's
representations and warranties contained in this Agreement and in any
certificate or document delivered pursuant to the provisions hereof or
in connection with the transactions contemplated hereby shall be true
at an as at the time of closing as if such representations and
warranties were made at and as of such time.
8.02. Seller's Covenants. The Seller shall have performed and
complied with all agreements, covenants and conditions required by this
Agreement to be performed or complied with by it prior to or at the
time of closing.
8.03. Seller's Certificate. The Seller shall have delivered to
the Purchaser a certificate of the President and Secretary of the
Seller, dated the time of closing, certifying in such detail as the
Purchaser may so require that the Purchaser has acquired a good and
marketable title to the Assets to the extent contemplated by this
Agreement.
8.04. Opinion of Seller's Counsel. The Purchaser shall have
received from Seller' counsel an opinion dated the time of closing,
that the Purchaser has acquired a good and marketable title to the
Assets to the extent contemplated by this Agreement and that the Seller
is a corporation duly formed pursuant to the laws of the jurisdiction
of incorporation and is in good standing as of the date of closing.
The foregoing conditions are for the exclusive benefit of the Purchaser
and any such condition may be waived in whole or in part by the Purchaser
at or prior to the time of closing by delivering to the Seller a written
waiver to that effect signed by the Purchaser.
9. Conditions Precedent to the Obligations of the Seller. All
obligations of the Seller under this Agreement are subject to the fulfillment,
prior to the time of closing, of the conditions hereinafter enumerated.
9.01. Purchaser's Representations and Warranties. The
Purchaser's representations and warranties contained in this Agreement
and in any certificate or document delivered pursuant to the provisions
hereof or in connection with the transactions contemplated hereby shall
be true at an as at the time of closing as if such representations and
warranties were made at and as of such time.
9.02. Purchaser's Covenants. The Purchaser shall have performed
and complied with all covenants, agreement and conditions required by
this Agreement to be performed or complied with by it at or prior to
the time of closing.
9.03. Closing Date. The Agreement shall have closed by June
_____, 1998.
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9.04 Opinion of Purchaser's Counsel. The Seller shall have
received from Purchaser's counsel an opinion dated the time of closing,
that the Purchaser is a corporation duly formed pursuant to the laws
of the jurisdiction of incorporation, is in good standing as of the
date of closing and has the authority to enter into this Agreement and
assume the obligations referenced herein.
Each of the foregoing conditions are for the exclusive benefit of the
Seller and any such condition may be waived in whole or in part by the
Seller at or prior to the time of closing by delivering to the Purchaser a
waiver to that effect signed by the Seller.
10. Closing.
10.01. Time of Closing. Subject to the terms and conditions
hereof, the purchase and sale of the Assets shall be completed at a
closing to be held at _______ p.m. on the ____ business day following
execution of this Agreement by the parties hereto ("the time of
closing").
10.02. Place of Closing. The closing shall take place at the
offices of the Purchaser's counsel, Andrew I. Telsey, P.C., 2851 S.
Parker Road, Suite 720, Aurora, Colorado 80014.
10.03. For Delivery by the Seller. At the closing, the Seller
shall deliver or cause to be delivered to the Purchaser:
(a) all deeds of conveyance, bills of sale, transfer and
assignments in form and content satisfactory to the Purchaser's
counsel, appropriate to effectively vest a good and marketable
title to the Assets in the Purchaser to the extent contemplated
by this Agreement and immediately registrable in all places where
registration of such instruments is required;
(b) the certificate of the President and Secretary of the
Seller to be given under Section 8.03;
(c) certified copies of such resolutions of the
shareholders and directors of the Seller as are required to be
passed to authorize the execution, delivery and implementation of
this Agreement and of all documents to be delivered by the Seller
pursuant thereto;
(d) a legal opinion of the Seller's counsel in a form
acceptable to the Purchaser and consistent with the terms outlined
herein; and
(e) an independent audit of the Assets, prepared in
accordance with generally accepted accounting principles and
suitable to allow the Purchaser to file the same with the US
Securities and Exchange Commission.
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10.04. For Delivery by the Purchaser. At the closing, the
Purchaser shall deliver or cause to be delivered to the Seller:
(a) the Shares; and
(b) a legal opinion of Purchaser's counsel in a form
acceptable to the Seller and consistent with the terms outlined
herein.
10.05. Possession. Purchaser shall be entitled to possession of
the Assets herein described as of 8:00 a.m. on the day following the
Effective Date herein and Seller shall deliver the Assets to Purchaser
at said time, provided that Purchaser has fully complied with the terms
and conditions contained herein. In the event Seller fails to deliver
possession of the Assets to Purchaser in a timely manner, Purchaser
shall be entitled to file with a court of competent jurisdiction a
motion for declaratory order (or its equivalent), wherein title to the
Assets shall be deemed to have been vested in the Purchaser. If such
an action is deemed necessary in Purchaser's sole discretion, Seller
shall be obligated to tender all costs associated with such action,
including but not limited to Purchaser's reasonable attorney fees.
10.06 Effective Date. The Effective Date of the transaction
contemplated herein shall be the date in which the requirements of
Sections 10.03 through 10.05 have been successfully consummated.
11. Further Assurances. The parties hereto shall execute such further
and other documents and do such further and other things as may be necessary
to carry out and give effect to the intent of this Agreement.
12. Notices. All notices required or permitted to be given hereunder
shall be in writing and personally delivered to the address of the intended
recipient set forth on the first page hereof, or at such other address as
may from time to time be notified by any of the parties hereto in the manner
herein provided.
13. Entire Agreement. This Agreement constitutes the entire Agreement
between the parties and there are no representations or warranties, express
or implied, statutory or otherwise and no agreements collateral hereto other
than as expressly set forth or referred to herein.
14. Time of the Essence. Time shall be of the essence of this
Agreement.
15. Applicable Law. This Agreement shall be governed by and
interpreted in accordance with the laws of British Columbia, Canada.
16. Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective successors
and assigns.
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17. Captions. The captions appearing in this Agreement are inserted
for convenience of reference only and shall not affect the interpretation
of this Agreement.
18. Attorney Fees. If a dispute arises between the parties hereto and
such dispute can only be resolved by litigation then, in such case, the
prevailing party in such litigation shall be entitled to recover all costs
of such action, including but not limited to, reasonable attorneys fees.
19. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
LBF CORPORATION
By: s/David Ward
-----------------------------------------
Its: President
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FES INNOVATIONS, INC.
By: s/Dale Peterson
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Its: President
----------------------------------------
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EXHIBIT "A"
Assets to be Acquired by LBF Corporation:
- -----------------------------------------
Patent Application # 08/927,108;
Title Heat Exchanger and Fuel Pre-Heater
Coverage of the proposed patent is directed to a fuel heating apparatus that
includes a block of heat conductive material having a passageway and an
embedded heating element near the passageway. The block conducts heat
generated by the heating element to heat fuel flowing in the passageway.
In a subsequent dependent claim, copper tubing is claimed in the passageway.
A temperature sensor senses the temperature of the fuel at the output of the
passageway. The block material is described as consisting of potting epoxy
with sufficiently dispersed metal filings.
To the extent that the patent application includes applications to diesel
engines, such applications are excluded from the assets to be acquired by
LBF Corporation.
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EXHIBIT "B"
ASSIGNMENT OF PATENT APPLICATION
ASSIGNMENT made _____________________, 1998, by FES INNOVATIONS, INC.,
a British Columbia corporation, of 303-478 Bernard Avenue, Kelowna, British
Columbia V1Y 6N7 ("Assignor"), to LBF CORPORATION, a Nevada corporation, of
1460 Pandosy Street, Suite 106, Kelowna, British Columbia V14 1P3
("Assignee").
Assignor has invented a title heat exchanger and fuel pre-heater (the
"Invention") as described in and for which an application for Letters Patent
was filed with the United States Office of Patents and Trademarks on ______
__________________________________, 19_____, bearing Patent Application No.
08/927,108.
Assignee desires to acquire the entire right, title and interest in the
Invention and in the Letters Patent to be obtained therefore, EXCEPT that
applications of the Invention to diesel engines are hereby specifically
excluded from this Assignment, which applications shall remain the sole and
exclusive property of Assignor.
NOW, THEREFORE, in consideration of the issuance by Assignee of
12,500,000 shares of its Common Stock to Assignor, the receipt and
sufficiency of which is acknowledged, Assignor hereby sells and assigns to
Assignee, its successors and assigns, the full and exclusive right to make,
use and sell the Invention as described in Patent Application No. 08/927,108
and in and to the Letters Patent for the Invention which may hereafter be
granted therefor by the United States Office of Patent and Trademarks,
EXCEPT THAT SUCH ASSIGNMENT OF THE RIGHT TO MAKE, USE AND SELL THE INVENTION
AND IN AND TO THE LETTERS PATENT WHICH MAY HEREAFTER BE GRANTED FOR THE
INVENTION SHALL EXCLUDE APPLICATIONS OF THE INVENTION TO DIESEL ENGINES.
Assignor authorizes and requests that the Commissioner of Patents and
Trademarks issue Letters Patent to LBF CORPORATION, as Assignee of the
entire right, title and interest in and to the Invention EXCEPT THAT SUCH
LETTERS PATENT SHALL EXCLUDE THEREFROM APPLICATIONS OF THE INVENTION TO
DIESEL ENGINES, for Assignee's sole use and benefit, and for the use and
benefit of its successors and assigns, to the full end of the term for which
said Letters Patent may be granted as fully and entirely as the same would
have been held by Assignor had this Assignment and sale not been made.
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Executed _____________________________, 1998, at Kelowna, British
Columbia.
FES INNOVATIONS, INC.
By its authorized signatory
s/Dale Peterson
---------------------------------------
Officer Signature(s)
_____________________________________
Province of British Columbia, Canada
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EXHIBIT "C"
INVESTMENT LETTER
June _______, 1998
LBF Corporation
Suite 106, 1460 Pandosy St.
Kelowna, British Columbia
Canada V14 1P3
Gentlemen:
The undersigned herewith subscribes for shares of common stock (the
"Shares") of LBF Corporation, a Nevada corporation, ("LBF"), in acceptance
of and subject to the terms and conditions of that certain Purchase and Sale
Agreement (the "Agreement"), between LBF and FES Innovations, Inc. ("FES"),
dated June _____, 1998, wherein FES did agree to assignment of that certain
Patent Application subject to the Agreement, in exchange for 12,500,000
Shares of LBF.
The undersigned hereby represents, warrants, covenants and agrees with
you that, in connection with the undersigned's acceptance of the Shares and
as of the date of this letter:
1. The undersigned is aware that its acceptance of the Shares is
irrevocable, absent an extension of the Expiration Date of any material
change to any of the terms and conditions of the Agreement.
2. The undersigned warrants full authority to assign said Patent
Application referred to above and that LBF will acquire a good and
unencumbered title thereto.
3. The undersigned has full power and authority to enter into this
Agreement and that this Agreement constitutes a valid and legally binding
obligation of the undersigned.
4. By execution hereof, the undersigned hereby confirms that the LBF
Shares to be received in exchange for the assignment of the Patent
Application will be acquired for investment for the undersigned's own
account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that the undersigned has no present
intention of selling, granting any participation in, or otherwise
distributing the same. By execution hereof, the undersigned further
represents the undersigned does not have any contract, undertaking,
agreement or arrangement with any third party, with respect to any of the
Shares, other than as previously disclosed to LBF.
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5. The undersigned understands that the Shares are being issued
pursuant to available exemption thereto and have not been registered under
the Shares Act of 1933, as amended (the "1933 Act"), or under any state
securities laws. The undersigned understands that no registration statement
has been filed with the United States Shares and Exchange Commission nor
with any other regulatory authority and that, as a result, any benefit which
might normally accrue to a holder such as the undersigned by an impartial
review of such a registration statement by the Securities and Exchange
Commission or other regulatory authority will not be forthcoming. I
understand that I cannot sell the Shares unless such sale is registered
under the 1933 Act and applicable state securities laws or exemptions from
such registration become available. In this connection I understand that
LBF has advised the Transfer Agent for the Common Shares that the Shares are
"restricted securities" under the 1933 Act and that they may not be
transferred by the undersigned to any person without the prior consent of
LBF, which consent of LBF will require an opinion of counsel satisfactory
to LBF to the effect that, in the event the Shares are not registered under
the 1933 Act, any transfer as may be proposed by the undersigned must be
entitled to an exemption from the registration provisions of the 1933 Act.
To this end, the undersigned acknowledges that a legend to the following
effect will be placed upon the certificate representing the Shares and that
the Transfer Agent has been advised of such facts:
THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED
PURSUANT TO THE PROVISIONS OF THE ACT OR IF AN
EXEMPTION FROM REGISTRATION THEREUNDER IS
AVAILABLE, THE AVAILABILITY OF WHICH MUST BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
The undersigned understands that the foregoing legend on its
certificate for the Shares limits their value, including their value as
collateral.
6. The undersigned represents that it is experienced in evaluation and
investing in securities of companies in the development stage and
acknowledges that it is able to fend for itself, can bear the economic risk
of this investment and has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of
the investment in the Shares.
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In Witness Whereof, the undersigned has duly executed this Investment
Letter as of the date indicated hereon.
Dated: June _______, 1998
Very truly yours,
FES INNOVATIONS, INC.
Per: s/Dale Peterson
____________________________
(signature) Presidehnt
Dale Peterson
____________________________
(print name in full)
994 Augusta Court
____________________________
(street address)
Kelowna, BC V1Y 7J9
____________________________
(city, state, zip)
622-372-746
____________________________
(social security number or
employer identification no.)
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