Exhibit 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is entered into on December 30, 2003 by and
between Nevern Johns ("Seller") and Safe Technologies International, Inc., a
Delaware corporation ("Buyer") (collectively, the "Parties").
Seller owns and/or controls all of the outstanding common stock (the "Shares")
of Time Bytes LTD., ( a UK company); Time Bytes International, Inc., (a US
company), and Sports Profiles LTD, ( a UK company). The term "the Companies" as
used in this Agreement refers to the entities in their present form or as
redomiciled in the jurisdiction and name chosen. Buyer wishes to purchase a
sixty percent (60%) equity position in "the Companies", and Seller has agreed to
sell to Buyer the number of shares necessary to make Buyer the owner of 60% of
the outstanding shares of each of "the Companies" at the time of closing (the
"Shares").
THEREFORE, in consideration of the mutual promises, covenants and conditions set
forth herein, the parties hereby agree as follows:
1. Purchase and Sale of the Shares. Upon the terms and subject to the conditions
set forth in this Agreement, Seller agrees to sell and deliver the Shares to
Buyer, and Buyer agrees to purchase the Shares from Seller, free and clear of
all liens, charges or encumbrances of any kind or nature whatsoever. The
purchase and sale shall take place at a closing (the "Closing") to be held at
Buyer's offices within 10 days after Seller's delivery to Buyer of "the
Companies" audited financial statements as required hereunder and Stock
Certificates from each Company evidencing a Sixty Percent equity position in
each Company. (the "Closing Date").
2. Purchase Price. The purchase price for the Shares will be Seventeen Million
(17,000,000) shares of the stock of the Buyer. A Distribution Plan of these
Shares is attached as SCHEDULE 1. Seller acknowledges that some of the common
stock of Buyer to be issued hereunder will be issued without registration under
federal or state securities laws, due to Seller's consultancy and work out for
stock. Other stock will be restricted stock, and as restricted stock, the stock
may not be sold or otherwise transferred without registration or an exemption
therefrom, such as SEC Rule 144.
3. Conditions to Closing. Closing under this Agreement is subject to the
accomplishment of the following items:
a) Within 10 days of the date of this Agreement, Seller will provide
Buyer with audited financial statements of "the Companies" for the two most
recently ended fiscal years, and unaudited financial statements for each fiscal
quarter ended since the date of the last audited balance sheet. Seller will also
deliver copies of "the Companies" asset schedule and schedule of contracts,
which Buyer agrees to maintain in confidentiality.
b) Seller will enter into an Employment Agreement with "the Companies"
for a term of five (5) years, with two five (5) Year renewal options, assuming
the position of President and/or Managing Director of "the Companies". Seller
will be responsible for all day to day operations of "the Companies", establish
appropriate budgets for "the Companies" subject to the approval of "the
Companies" Board of Directors, and will operate "the Companies" on a full time
basis, in accordance with good business practices, and subject to the direction
of "the Companies" Board of Directors. If Seller wishes to resign his position
as President of "the Companies", he will provide Buyer with not less than 120
days prior written notice, during which period Seller will seek out and train a
replacement President. Seller will cause "the Companies" to retain an additional
officer capable of operating "the Companies" in the event Seller becomes
incapacitated and unable to fulfill his duties with "the Companies". Should
Seller resign, die, become disabled, or otherwise become incapable of fulfilling
his duties with "the Companies", Buyer will be entitled to choose Seller's
successor as President of "the Companies".
c) At all times up to Closing, Seller will afford Buyer and its
accountants, attorneys, consultants, representatives, agents and employees, at
all reasonable times, access to "the Companies"' books, files, records and
insurance policies for the purpose of audit, inspection and examination thereof,
and will do everything reasonably necessary to enable Buyer to make a complete
examination of "the Companies" and the condition thereof. All information so
obtained by Buyer and its representatives, agents, and employees shall be kept
confidential.
d) Seller will immediately provide a Litigation Affidavit, Schedule 1
(b), listing any and/or all litigation in process, pending, or threatened that
adversely affects the authority of Seller to transfer the Shares in accordance
with this Agreement.
4. Operation of "the Companies".
a) Seller understands that Buyer is a publicly traded company, and is
subject to SEC rules and regulations. Seller therefore agrees that the following
procedures, relating to accounting, reporting and fiscal responsibility, will be
maintained at all times by "the Companies". "The Companies" will retain, at
their expense, a part time Accountant who will prepare a monthly balance sheet
and income statement that will be routinely forwarded to Buyer. The Accountant
will be an accounting liaison between "the Companies" and Buyer's management in
the preparation of Buyer's Quarterly and Annual Reports to be filed with the
SEC.
b) Buyer agrees that it will not seek any dividends or other payments
from "the Companies" until "the Companies" have attained annual revenues of at
least $4,000,000. An exception to this would occur if a new large Client were
secured, wherein Seller could comfortably send upstream a percentage of
Operating Profits. Thereafter, unless the spinoff option (as provided for below)
is exercised, Seller will join with Buyer in causing "the Companies" to make
periodic distributions to shareholders from operating profits, to the extent
determined to be prudent by "the Companies" Board of Directors.
c) Seller agrees that so long as Buyer holds more than 10% of the
outstanding stock of "the Companies", Seller will vote his stock in "the
Companies" so as to elect one person designated by Buyer to "the Companies"
Board of Directors, and that the number of Directors of "the Companies" will not
be more than three, except as may be approved by Buyer.
d) If at any time one and/or all of "the Companies" is approached for
an acquisition, merger or similar opportunity, Buyer and Seller agree to
equitably and fairly consider the opportunity and viability of the opportunity
for all of the Parties.
5. Spinoff Option.
a) At such time as the audited annual revenues of "the Companies" reach
$5,000,000, but not prior to Twenty Four (24) months from the date of this
Agreement, Seller and Buyer may agree that it would be propitious and timely for
one or more of "the Companies" to SpinOff, so as to create a separate publicly
traded entity. Upon written agreement between Seller and Buyer that they wish to
2
effectuate such a Spinoff, Buyer and Seller will join together in effecting a
spinoff. Upon effectiveness of a spinoff, and immediately prior to the
commencement of public trading in "the Companies" common stock, Buyer will
surrender to "the Companies", the appropriate number of Shares for cancellation,
while retaining a Fifteen Percent (15) Equity Position in "the SpinOff
Company(s)", of which a portion of the Fifteen Percent of Stock will be
distributed to SFAD's shareholders. All expenses incurred in effecting any
spinoff transaction (legal and accounting, etc.) will be borne by "the
Companies", including reimbursement for Buyer's expenses, legal, accounting and
other out-of-pocket expenses incurred in effecting the spinoff and providing
"the Companies" with information and assistance in connection with its efforts
to become a public company. Expense reimbursements to Buyer will be made monthly
upon presentation of appropriate evidence of the expense.
b) If for any currently unforeseen reason, "the Companies" are legally
or politically prohibited from being able to effect a Spinoff, and/or if the
Seller elects not to do a spinoff, Seller may either remain in his capacity as
President/Managing Director of "the Companies" or terminate his Employment
Agreement in accordance with the notice provisions of the Employment Agreement.
If Seller elects to continue with "the Companies", Seller will cause "the
Companies" to either offer the Buyer a repurchase of the Companies' Shares held,
at that time, by the Buyer or make provision for a continual regular
distribution of Pro Rata Operating Profits to Buyer.
6. Failure to Achieve Revenues. If Seller is not able, for any reason, to cause
"the Companies" to achieve annual revenues of at least $5,000,000 within a five
year period, Seller will either remain as operating CEO of "the Companies",
and/or seek out and appoint an acceptable replacement for the position.
7. Capitalization. Following Closing, Buyer, at its expense, will prepare a
Private Placement Memorandum for use in raising capital for the development and
growth of "the Companies", subject to receiving the necessary business and
financial information from "the Companies", and will assist "the Companies" in
raising the funding, on a best efforts basis. In the event of any Dilution
resulting from the sale of "the Companies" stock that would cause SFAD's Equity
Position Percentage to drop below Fifty Five (55) Percent, then the Founder(s)
will surrender to the "Companies" for cancellation sufficient number of shares
so that SFAD's resulting equity percentage is not less than Fifty Five (55)
Percent. The only exception to this would be, in the event of the Spinoff, as
detailed in Section 5: Spinoff Option.
8. Representations and Warranties of Seller. Seller represents and warrants to
the Buyer that each of the following items is true and correct as of the date
hereof and will be true and correct as of the Closing Date. The obligation of
Buyer to consummate the transaction described herein is conditioned upon each of
the following representations and warranties being true in all material respects
as of the Closing Date.
a) Good Standing. "the Companies" are duly organized and existing and
in good standing, and are duly authorized to carry on their business and to own
and lease properties as and in the places where such properties are now owned,
leased or operated.
b) Title to Assets. "the Companies" have good and marketable title to
the assets described on the asset schedule to be delivered to Buyer, subject to
existing mortgages, conditional sales agreement, charges, liens, or
encumbrances, or any other assignment of rights and/or interests.
3
c) Financial Statements. "the Companies"' audited financial statements
(as described above) will be delivered to Buyer within 10 days of the date of
this Agreement, will be made part of this agreement and will be attached as
SCHEDULE 1 (A) upon receipt. Such financial statements (including any related
schedules and/or notes) will be true and correct in all material respects, and
show all liabilities, direct and contingent, as required to be shown in
accordance with the principles of GAAP. From the date of such financial
statements to the date of their being provided to Buyer, there has been no
material change in the assets, liabilities, financial condition, business or
prospects of Seller from that reflected in such financial statements, other than
changes in the ordinary course of business, including acquisitions, none of
which have been, either in any case or in the aggregate, materially adverse.
d) Title to Shares. Seller has and will convey to Buyer, pursuant to
the Closing good and marketable title to the Shares, free and clear of any and
all liens, trusts, claims, charges, restrictions, security agreements and other
encumbrances of any kind or nature whatsoever.
e) Accounts Receivable and Inventories. All accounts receivable of "the
Companies" reflected on "the Companies" most current balance sheet are within a
90 day aging period, represent amounts due in the ordinary course of business,
and are collectible.
f) Tax Filings and Payment. "the Companies" have filed and paid all UK
Inland Revenue, any and all applicable US Federal, state and local governmental
tax returns required to be filed in accordance with applicable law and has paid
all taxes and assessments (including, without limitation, income, excise,
unemployment, social security, occupation, franchise, property, sales, and
import taxes, duties or charges and all penalties and interest in respect
thereto) required to have been paid to date.
g) Litigation. Except as set forth on SCHEDULE 1 (B), as of the date of
this agreement, there are no legal, quasi-judicial or administrative actions,
suits or proceedings of any kind or nature now pending or threatened before any
court or administrative body in any manner involving "the Companies" or any of
its assets or shares of capital stock, or which may adversely affect the power
or authority of Seller to transfer the Shares in accordance with this Agreement.
h) No Breach. The consummation of the transactions contemplated by this
Agreement and compliance with the provisions hereof will not conflict with or
result in a breach of the terms, conditions or provisions of, any order of any
court or other agency of government, the charter or bylaws of either Company, or
any note, debenture, mortgage, loan agreement or other instrument to which
Seller or either Company is a party, or by which it is bound, or result in the
creation or imposition of any lien, charge or encumbrance of any kind whatsoever
on any of the assets of "the Companies".
i) No Broker. No broker, finder or other intermediary has acted on
behalf of Seller in connection with the transactions contemplated herein, or is
owed any fee or other compensation as a result of this transaction, with the
exception that New Amsterdam Trust will receive Ten Percent of the Purchase
Price, in SFAD 144 Common Shares, for an introduction of the Parties. Nevern
Johns, Consultant and Procuring Cause for this Agreement, will receive Common
Shares, as part of the purchase price, as compensation for services.
4
j) Compliance with Hazardous Materials Laws. "the Companies" are in
compliance with all applicable laws, rules and regulations regarding the
handling of hazardous substances, and has secured all necessary permits,
licenses, and approvals necessary to their operations. Such permits are
currently valid and "the Companies" are in compliance with such permits.
k) Compliance with Laws. "the Companies" have complied with, and are
not in violation of, any UK, US federal, state or local statutes, laws or
regulations applicable to the conduct of its business.
l) Survival. All representations and warranties contained herein will
be true in all material respects as of the Closing as though made at such time
and will survive the consummation of the transactions contemplated by this
Agreement.
m) Indemnity. Seller agrees to indemnify and hold Buyer harmless from
and against any and all losses, claims, demands, liabilities, suits, actions,
costs and expenses (including, without limitation, reasonable attorneys' fees,
expenses and court costs) arising out of the inaccuracy of any of Seller's
representations or warranties contained herein. If Buyer receives any notice or
claim of liability against which Buyer would be indemnified hereunder, Buyer
shall promptly give Seller written notice of such claim and Seller shall have 30
days from receipt of such notice to pay the claim or provide Buyer with written
verification that the claim is being disputed along with a check in the amount
of 100% of the claim which amount will be held in escrow by Buyer's attorney
until final resolution of the matter.
9. Closing. At Closing, Seller will deliver to Buyer the certificates
representing the Shares, accompanied by stock powers duly executed, and such
other documents and certificates as are required by this Agreement and those
which may reasonably be requested by counsel to Buyer. Buyer and Seller will
appoint one person designated by Buyer to "the Companies" Board of Directors. At
Closing, Buyer will deliver to Seller executed instructions to its transfer
agent for the issuance of Buyer's stock to Seller as provided herein, in
Schedule 1.
10. Arbitration. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by binding arbitration in
Palm Beach County, Florida, in accordance with the Commercial Arbitration Rules
of the American Arbitration Association, and judgment upon the award rendered by
the arbitrator may be entered in any court having jurisdiction thereof. The
arbitration shall be conducted before and by a single arbitrator selected by the
parties. If the parties have not selected an arbitrator within 10 days of
written demand for arbitration, the arbitrator shall be selected by the American
Arbitration Association pursuant to the then current rules of that Association.
The expenses of arbitration shall be divided equally between the parties. The
duty to arbitrate shall survive the cancellation or termination of this
Agreement.
11. Miscellaneous.
a) Headings. The subject headings used in this Agreement are included
for purposes of convenience only and shall not affect the construction or
interpretation of any of its provisions.
b) Modifications and Waiver. This Agreement constitutes the full and
accurate understanding and agreement between the parties pertaining to its
entire subject matter and supersedes all prior agreements, representations and
understandings of the parties. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both parties. No waiver
5
of any provision of this Agreement shall be deemed, or shall constitute, a
waiver of any other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver or a waiver of any future or past breach or
violation of any such provision or of any other provision. No waiver shall be
binding unless executed in writing by the party making the waiver.
c) Parties. Nothing in this Agreement, whether express or implied, is
intended to confer any rights or remedies under or by reason of this Agreement
on any persons other than the parties to it and their respective successors and
assigns, nor is anything in this Agreement intended to relieve or discharge the
obligation or liability of any third persons to any Party to this Agreement, nor
shall any provision give any third persons any right of subrogation or action
over against any party to this Agreement.
d) Further Assurances. The parties will execute and deliver such
further documents and take such further actions as may reasonably be requested
by counsel for any party in order more fully to carry out the intentions of this
Agreement.
d) Attorney's Fees. Each Party will assume their own legal costs
associated with entering into this Stock Purchase Agreement transaction. If
future litigation would occur, relating to this Agreement, in addition to all
other remedies available to either party hereto, the prevailing party in any
proceeding brought by reason of any breach, or alleged breach, of this Agreement
shall be entitled to recover reasonable attorneys' fees and costs.
e) Notices. Any notice, communication, request, reply or advice
hereunder (a "Notice") must be in writing and may be given by registered or
certified mail, with return receipt requested, or by hand delivery or facsimile.
Notice deposited in the mail as set forth above shall be effective three
business days after it is so deposited. Notice given in any other manner shall
be effective when received by the party to whom it is given. For purposes of
notice, the addresses of the parties shall be as follows:
Seller: NEVERN JOHNS
---------------------- -----------------------
---------------------- -----------------------
USA Address United Kingdom Address
Buyer: Safe Technologies International, Inc.
2875 S. Ocean Blvd. Suite 104
Palm Beach, Florida, 33480
g) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, United States of America.
h) Counterparts. This Agreement may be executed in any number of
counterparts each one of which shall be deemed an original.
6
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.
SELLER: /s/ Nevern Johns 12/30/03
--------------------------- -----------------
Nevern Johns Date
MEDALLION SIGNATURE GUARANTEE
BY:
----------------------- -----------------
Date
BUYER: SAFE TECHNOLOGIES INTERNATIONAL, INC.
BY: /s/ Bradford L. Tolley, Secretary/Treasurer 12/30/03
------------------------------------------- -----------------
Company Officer Date
State of Florida
County of Palm Beach
As to Nevern Johns 12/30/03
UK DL Johns 603280NJ8WY-16
As to Bradford L. Tolley 12/30/03
FL DL T402-072-64-102-0
[NOTARY PUBLIC SEAL STATE OF FLORIDA] MARYANN CAMPBELL
MY COMMISSION # DD 068217
EXPIRES: October 29, 2005
Bonded Thru Budget Notary Services
7
INDEX OF SCHEDULES
Schedule 1 Purchase Price Agreement
Schedule 1(a) Companies' Financial Statements
Schedule 1(b) Companies' Litigation Affidavit
Schedule 1(c) Stock Incentive Plan
8
SCHEDULE 1
Purchase Price Stock Agreement
Nevern Johns, Consultant will receive SFAD Common Stock, as part of and included
in the Purchase Price, for his efforts in procuring and negotiating the
agreement between the Parties:
2,000,000 shares Upon execution of Stock Purchase Agreement, two years Companies' audits and
SFAD's share certificates in Companies. (the `Closing')
2,000,000 shares Upon receipt of Companies' Y2003 Certified Audits that must be provided to
SFAD, on or before January 20, 2004
2,000,000 shares Upon receipt of Companies' Y2004, 1st quarter financials unaudited, on or
before April 15, 2004
2,000,000 shares Upon receipt of Companies' Y2004, 2nd quarter financials unaudited, on or
before July 15, 2004
2,000,000 shares Upon receipt of Companies' Y2004, 3rd quarter financials unaudited, on or
before October 15, 2004
Additionally, the Companies' former Shareholder(s) will receive 7,000,000 144
Common Shares to be distributed Pro Rata, contingent upon SFAD's receipt of the
`Companies' Y2004 Year End Certified Audits that must be provided to SFAD, on or
before January 20, 2005.
SCHEDULE 1 (a)
Registered number
4089606
Time Bytes Limited
Report and Accounts
31 October 2001
TIME BYTES LIMITED
REPORT AND ACCOUNTS
CONTENTS
PAGE
Directors' report 2
Independent auditors' report 4
Profit and loss account 5
Balance sheet 6
Notes to the accounts 7
TIME BYTES LIMITED
DIRECTORS' REPORT
The directors present their report and accounts for the period ended 31 October
2001.
PRINCIPAL ACTIVITIES
The company's principal activity during the year was the sale of franchises for
DVD greetings cards.
DIRECTORS
The directors who served during the period and their interests in the share
capital of the company were as follows:
$ 1.8 Ordinary shares
2001 2000
D Flank 2
N Johns --
D Jackson --
DIRECTORS' RESPONSIBILITIES
Company law requires the directors to prepare accounts for each financial year
which give a true and fair view of the state of affairs of the company and of
the profit or loss for that period. In preparing those accounts, the directors
are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent; and
- prepare the accounts on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for maintaining proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the accounts comply with the Companies
Act 1985. They are also responsible for safeguarding the assets of the company
and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
AUDITORS
A resolution to reappoint Campbell & Co as auditors will be put to the members
at the Annual General Meeting.
SMALL COMPANY SPECIAL PROVISIONS
The report of the directors has been prepared in accordance with the special
provisions of Part VII of the Companies Act 1985 relating to small companies.
This report was approved by the board on 14 October 2002.
N Johns
Director
1
TIME BYTES LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE SHAREHOLDERS OF TIME BYTES LIMITED
We have audited the accounts of Time Bytes Limited for the period ended
31 October 2001 which comprise pages 5 to 12. These accounts have been prepared
in accordance with the Financial Reporting Standard for Smaller Entities
(effective June 2002), under the historical cost convention and the accounting
policies set out therein.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As described in the Statement of Directors' Responsibilities the company's
directors are responsible for the preparation of the accounts in accordance with
applicable law and United Kingdom Accounting Standards.
Our responsibility is to audit the accounts in accordance with relevant legal
and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the accounts give a true and fair
view and are properly prepared in accordance with the Companies Act 1985. We
also report to you if, in our opinion, the Directors' Report is not consistent
with the accounts, if the company has not kept proper accounting records, if we
have not received all the information and explanations we require for our audit,
or if information specified by law regarding directors' remuneration and
transactions with the company is not disclosed.
We read the Directors' Report and consider the implications for our report if we
become aware of any apparent misstatements within it.
BASIS OF AUDIT OPINION
We conducted our audit in accordance with United Kingdom Auditing Standards
issued by the Auditing Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures in the accounts. It
also includes an assessment of the significant estimates and judgements made by
the directors in the preparation of the accounts, and of whether the accounting
policies are appropriate to the company's circumstances, consistently applied
and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the accounts are free from
material misstatement, whether caused by fraud or other irregularity or error.
In forming our opinion we also evaluated the overall adequacy of the
presentation of information in the accounts.
OPINION
In our opinion the accounts give a true and fair view of the state of the
company's affairs as at 31 October 2001 and of its profit/loss for the year then
ended and have been properly prepared in accordance with the Companies Act 1985.
Campbell & Co
Registered auditors
Southleigh
Reading Road
Burghfield Common
Berkshire
RG7 3BL 23 October 2003
2
TIME BYTES LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD FROM 13 OCTOBER 2000 TO 31 OCTOBER 2001
NOTES 2001
$
Administrative expenses (60,151)
---------
Operating loss 2 (60,151)
Loss on ordinary activities before taxation (60,151)
Tax on loss on ordinary activities --
---------
Loss for the period (60,151)
---------
Retained loss for the period 9 (60,151)
=========
3
TIME BYTES LIMITED
BALANCE SHEET
AS AT 31 OCTOBER 2001
NOTES
2001
$
FIXED ASSETS
Intangible assets 3 90,000
Tangible assets 4 5,240
--------
95,240
CURRENT ASSETS
Debtors 5 1,955
Cash at bank and in hand 1,516
--------
3,471
CREDITORS: AMOUNTS FALLING DUE
WITHIN ONE YEAR 6 (113,862)
--------
Net current liabilities (110,391)
--------
Net liabilities (15,151)
========
CAPITAL AND RESERVES
Called up share capital 7 900
Share premium 8 44,100
Profit and loss account 9 (60,151)
--------
SHAREHOLDERS' FUNDS (15,151)
========
The accounts have been prepared in accordance with the special provisions
relating to small companies within Part VII of the Companies Act 1985.
D Flank
Director
Approved by the board on 14 October 2002
4
TIME BYTES LIMITED
NOTES TO THE ACCOUNTS
FOR THE PERIOD FROM 13 OCTOBER 2000 TO 31 OCTOBER 2001
1 ACCOUNTING POLICIES
The accounts have been prepared under the historical cost convention and in
accordance with the Financial Reporting Standard for Smaller Entities
(effective June 2002).
TURNOVER
Turnover represents the invoiced value of goods and services supplied by
the company, net of value added tax and trade discounts.
DEPRECIATION
Depreciation has been provided at the following rates in order to write off
the assets over their estimated useful lives.
Plant and machinery 20% straight line
STOCKS
Stock is valued at the lower of cost and net realisable value.
DEFERRED TAXATION
Provision is made for deferred taxation using the liability method to take
account of timing differences between the incidence of income and
expenditure for taxation and accounting purposes, except to the extent that
a liability to taxation is unlikely to crystallise.
FOREIGN CURRENCIES
Transactions in foreign currencies are recorded at the rate ruling at the
date of the transaction. Monetary assets and liabilities denominated in
foreign currencies are translated at the rate of exchange ruling at the
balance sheet date. All differences are taken to the profit and loss
account.
LEASING AND HIRE PURCHASE COMMITMENTS
Assets held under finance leases and hire purchase contracts, which are
those where substantially all the risks and rewards of ownership of the
asset have passed to the company, are capitalised in the balance sheet and
depreciated over their useful lives.
The interest element of the rental obligations is charged to the profit and
loss account over the period of the lease and represents a constant
proportion of the balance of capital repayments outstanding.
Rentals paid under operating leases are charged to income on a straight
line basis over the lease term.
PENSIONS
The company operates a defined contribution pension scheme. Contributions
are charged to the profit and loss account as they become payable in
accordance with the rules of the scheme.
5
TIME BYTES LIMITED
NOTES TO THE ACCOUNTS
FOR THE PERIOD FROM 13 OCTOBER 2000 TO 31 OCTOBER 2001
2 OPERATING PROFIT 2001
$
This is stated after charging:
Depreciation of owned fixed assets 1,310
--------
3 INTANGIBLE FIXED ASSETS $
Goodwill:
COST
Additions 90,000
--------
At 31 October 2001 90,000
========
Amortisation
--------
At 31 October 2001 --
========
NET BOOK VALUE
At 31 October 2001 90,000
========
Goodwill is being written off in equal annual instalments over its
estimated economic life of 5 years.
4 TANGIBLE FIXED ASSETS
Plant and
machinery
$
COST
Additions 6,550
--------
At 31 October 2001 6,550
========
DEPRECIATION
Charge for the period 1,310
--------
At 31 October 2001 1 310
========
NET BOOK VALUE
At 31 October 2001 5,240
========
5 DEBTORS 2001
$
Other debtors 1,955
========
6
TIME BYTES LIMITED
NOTES TO THE ACCOUNTS
FOR THE PERIOD FROM 13 OCTOBER 2000 TO 31 OCTOBER 2001
6 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 2001
$
Trade creditors 36,983
Other creditors 76,879
--------
113,862
========
7 SHARE CAPITAL 2001
$
Authorised:
Ordinary shares of (pound)1 each 1,000
========
2001 2001
NO $
Allotted, called up and fully paid:
Ordinary shares of (pound)1 each 500 900
========
MOVEMENT IN SHARE CAPITAL 2001
$
Shares issued 900
--------
At 31 October 900
8 SHARE PREMIUM 2001
$
Shares issued 44,100
--------
At 31 October 44,100
========
9 PROFIT AND LOSS ACCOUNT 2001
$
Retained loss (60,151)
--------
At 31 October (60,151)
========
7
Registered number
4089606
Time Bytes Limited
Report and Accounts
31 October 2002
TIME BYTES LIMITED
REPORT AND ACCOUNTS
CONTENTS
PAGE
Directors' report 2
Independent auditors' report 4
Profit and loss account 5
Balance sheet 6
Notes to the accounts 7
TIME BYTES LIMITED
DIRECTORS' REPORT
The directors present their report and accounts for the year ended 31 October
2002.
PRINCIPAL ACTIVITIES
The company's principal activity during the year was the sale of franchises for
DVD greetings cards and the subsequent sale of the cards.
DIRECTORS
The directors who served during the year and their interests in the share
capital of the company were as follows:
$1.8 Ordinary shares
2002 2001
D Flank 252 2
N Johns 252 --
D Jackson 252 --
DIRECTORS' RESPONSIBILITIES
Company law requires the directors to prepare accounts for each financial year
which give a true and fair view of the state of affairs of the company and of
the profit or loss for that period. In preparing those accounts, the directors
are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent; and
- prepare the accounts on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The directors are responsible for maintaining proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the accounts comply with the Companies
Act 1985. They are also responsible for safeguarding the assets of the company
and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
AUDITORS
A resolution to reappoint Campbell & Co as auditors will be put to the members
at the Annual General Meeting.
SMALL COMPANY SPECIAL PROVISIONS
The report of the directors has been prepared in accordance with the special
provisions of Part VII of the Companies Act 1985 relating to small companies.
This report was approved by the board on 12 August 2003.
N Johns
Director
1
TIME BYTES LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE SHAREHOLDERS OF TIME BYTES LIMITED
We have audited the accounts of Time Bytes Limited for the year ended 31 October
2002 which comprise pages 5 to 12. These accounts have been prepared in
accordance with the Financial Reporting Standard for Smaller Entities (effective
June 2002), under the historical cost convention and the accounting policies set
out therein.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As described in the Statement of Directors' Responsibilities the company's
directors are responsible for the preparation of the accounts in accordance with
applicable law and United Kingdom Accounting Standards.
Our responsibility is to audit the accounts in accordance with relevant legal
and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the accounts give a true and fair
view and are properly prepared in accordance with the Companies Act 1985. We
also report to you if, in our opinion, the Directors' Report is not consistent
with the accounts, if the company has not kept proper accounting records, if we
have not received all the information and explanations we require for our audit,
or if information specified by law regarding directors' remuneration and
transactions with the company is not disclosed.
We read the Directors' Report and consider the implications for our report if we
become aware of any apparent misstatements within it.
We conducted our audit in accordance with United Kingdom Auditing Standards
issued by the Auditing Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures in the accounts. It
also includes an assessment of the significant estimates and judgements made by
the directors in the preparation of the accounts, and of whether the accounting
policies are appropriate to the company's circumstances, consistently applied
and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the accounts are free from
material misstatement, whether caused by fraud or other irregularity or error.
In forming our opinion we also evaluated the overall adequacy of the
presentation of information in the accounts.
OPINION
In our opinion the accounts give a true and fair view of the state of the
company's affairs as at 31 October 2002 and of its profit for the year then
ended and have been properly prepared in accordance with the Companies Act 1985.
Campbell & Co
Registered auditors
Southleigh
Reading Road
Burghfield Common
Berkshire
RG7 3BL 23 October 2003
2
TIME BYTES LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 OCTOBER 2002
NOTES 2002 2001
$ $
TURNOVER 867,713 --
Cost of sales (158,865) --
----------- ---------
Gross profit 708,848 --
Administrative expenses (431,492) (60,151)
----------- ---------
Operating profit/(loss) 2 277,356 (60,151)
----------- ---------
Profit/(loss) on ordinary activities
before taxation 277,356 (60,151)
Tax on profit/(loss) on ordianry activities -- --
----------- ---------
Profit/(loss) for the financial year 277,356 (60,151)
----------- ---------
Retained profit/(loss) for the financial year 9 277,356 (60,151)
=========== =========
3
TIME BYTES LIMITED
BALANCE SHEET
AS AT 31 OCTOBER 2002
NOTES 2002 2001
$ $
FIXED ASSETS
Intangible assets 3 90,000 90,000
Tangible assets 4 7,292 5,240
-------- --------
97,292 95,240
CURRENT ASSETS
Stocks 67,102 --
Debtors 5 387,092 1,955
Cash at bank and in hand 19,145 1,516
-------- --------
473,339 3,471
CREDITORS: AMOUNTS FALLING
DUE WITHIN ONE YEAR 6 (242,788) (113,862)
-------- --------
Net current assets/(liabilities) 230,551 (110,391)
-------- --------
Net assets/(liabilities) 327,843 (15,151)
======== ========
CAPITAL AND RESERVES
Called up share capital 7 1,800 900
Share premium 8 108,839 44,100
Profit and loss account 9 217,204 (60,151)
-------- --------
SHAREHOLDERS' FUNDS 327,843 (15,151)
======== ========
The accounts have been prepared in accordance with the special provisions
relating to small companies within Part VII of the Companies Act 1985.
D Flank
Director
Approved by the board on 12 August 2003
4
TIME BYTES LIMITED
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 OCTOBER 2002
1 Accounting policies
The accounts have been prepared under the historical cost convention and in
accordance with the Financial Reporting Standard for Smaller Entities
(effective June 2002).
TURNOVER
Turnover represents the invoiced value of goods and services supplied by
the company, net of value added tax and trade discounts.
DEPRECIATION
Depreciation has been provided at the following rates in order to write off
the assets over their estimated useful lives.
Furniture and Equipment 20% straight line
STOCKS
Stock is valued at the lower of cost and net realisable value.
DEFERRED TAXATION
Provision is made for deferred taxation using the liability method to take
account of timing differences between the incidence of income and
expenditure for taxation and accounting purposes, except to the extent that
a liability to taxation is unlikely to crystallise.
FOREIGN CURRENCIES
Transactions in foreign currencies are recorded at the rate ruling at the
date of the transaction. Monetary assets and liabilities denominated in
foreign currencies are translated at the rate of exchange ruling at the
balance sheet date. All differences are taken to the profit and loss
account.
LEASING AND HIRE PURCHASE COMMITMENTS
Assets held under finance leases and hire purchase contracts, which are
those where substantially all the risks and rewards of ownership of the
asset have passed to the company, are capitalised in the balance sheet and
depreciated over their useful lives.
The interest element of the rental obligations is charged to the profit and
loss account over the period of the lease and represents a constant
proportion of the balance of capital repayments outstanding.
Rentals paid under operating leases are charged to income on a straight
line basis over the lease term.
5
TIME BYTES LIMITED
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 OCTOBER 2002
2 OPERATING PROFIT 2002 2001
$ $
This is stated after charging:
Depreciation of owned fixed assets 2,151 728
======== ========
3 INTANGIBLE FIXED ASSETS $
Goodwill:
COST
At 1 November 2001 90,000
--------
At 31 October 2002 90,000
========
AMORTISATION
--------
At 31 October 2002 --
========
NET BOOK VALUE
At 31 October 2002 90,000
========
At 31 October 2001 90,000
========
Goodwill is being written off in equal annual instalments over its
estimated economic life of 5 years.
4 TANGIBLE FIXED ASSETS
PLANT AND
MACHINERY
$
COST
At 1 November 2001 6,550
Additions 4,203
--------
At 31 October 2002 10,753
========
DEPRECIATION
At 1 November 2001 1,310
Charge for the year 2,151
--------
At 31 October 2002 3,461
========
NET BOOK VALUE
At 31 October 2002 7,292
========
At 31 October 2001 5,240
========
6
TIME BYTES LIMITED
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 OCTOBER 2002
5 DEBTORS 2002 2001
$ $
Trade debtors 189,916 --
Other debtors 197,176 1,955
-------- --------
387,092 1,086
======== ========
6 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 2002 2001
$ $
Obligations under finance lease and hire purchase
contracts 37,913 --
Trade creditors 94,766 36,983
Other taxes and social security costs 66,447 --
Other creditors 43,662 76,879
-------- --------
242,788 113,862
======== ========
7 SHARE CAPITAL 2002 2001
$ $
Authorised:
Ordinary shares of (pound)1 each 1,000 1,000
======== ========
2002 2001 2002 2001
NO NO $ $
Allotted, called up and fully
paid:
Ordinary shares of (pound)1 each 1,000 500 1,800 900
======== ========
MOVEMENT IN SHARE CAPITAL 2002 2001
$ $
At 1 November 900 --
Shares issued 900 900
-------- --------
At 31 October 1,800 900
======== ========
7
TIME BYTES LIMITED
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 OCTOBER 2002
8 SHARE PREMIUM 2002 2001
$ $
At 1 November 44,100 --
Shares issued 64,739 44,100
-------- -------
At 31 October 108,839 44,100
======== =======
9 PROFIT AND LOSS ACCOUNT 2002 2001
$ $
At 1 November (60,152) --
Retained profit/(loss) 277,356 (60,151)
-------- -------
At 31 October 217,204 (60,151)
======== =======
8
Schedule 1(b)
Companies' Litigation Affidavit
Safe Technolgies International Inc
West Palm Beach
Florida
USA
Attn Brad Tolley
20 January 2004
Dear Sirs
You have requested a letter regarding litigation at the present time relating to
Time Bytes Ltd, Time Bytes International Inc and Sports Profiles Ltd as part of
your due diligence.
Time Bytes International Inc has not yet traded as far as I am aware and
therefore there can be no litigation.
I am pleased to be able to confirm that to the best of my knowledge there is no
current civil, criminal, product liability, employee liability or other
litigation whatsoever apart from the claims listed below for unpaid sums:
GKD Ltd (pound)4,430.47
(GKD is a printer and there was a dispute regarding the quality of their print)
Duraweld Ltd (pound)16,677.41
(There was a dispute concerning the quality of packaging they supplied)
Walkers of Manchester (pound)3,170.61 less (pound)1,000 paid,
current balance (pound)2,170.61
Trevor Blunt (pound)3,625.85 less (pound)3,095.85 paid,
current balance (pound)530
TNT (pound)3,819.91
As noted above, two of these were disputed but judgment was awarded against the
company.
I am not aware at present of any other creditors who have issued writs for
unpaid invoices at the present time.
Also I know of no matters pending which might lead to a claim for damages.
I trust the above will be sufficient for your purposes.
Yours faithfully
Margaret Campbell
Campbell & Co
SCHEDULE 1 (c)
STOCK INCENTIVE PLAN:
For each year that `the Companies', Management, for up to a Three (3)
Period, are able to increase `the Companies' Revenues over the prior year's
Revenues, by a minimum of $500,000 in Annual Revenues, the Companies' former
Founder/ Operating CEO will receive a Stock Bonus of One (1) Million Shares of
SFAD 144 Common Stock for each year the benchmark is achieved.