SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 2011
LAUFER BRIDGE ENTERPRISES, INC.
NEVADA |
| 333-149177 |
| 04-3626788 |
(State or other jurisdiction of incorporation) |
| (Commission File No.) |
| (IRS Employer Identification No.) |
3276 Buford Drive, Bldg. 104, Suite 320, Buford, GA |
| 30519 |
(Address of principal executive officers) |
| (Zip Code) |
678-596-6872 |
(Registrant’s telephone number, including area code) |
|
(Former name or former address, if changes since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
. Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 8
Other Events Item 8.01 Other Events.
Reference is herewith made to Laufer Bridge Enterprises, Inc. (hereinafter the “Company”) initial filing of it Registration Statement with the SEC on February 12, 2009 (File No.: 333-149177) and in particular to: (i) Part 2, Item 13 indicating estimated legal fees of $50,000; and (ii) Exhibit 10.2 (dated January 13, 2008) the latter of which indicates, in part:
“NOW, THEREFORE, it is herewith agreed as follows: Absent sufficient revenues to pay these amounts within six (6) months of the date of the LAUFER prospectus, LAUFER’s President agrees to loan LAUFER the funds to cover the balance of outstanding professional and related fees relating to LAUFER’s prospectus if the professionals involved insist on cash payments. If and when loaned, the loan will be evidenced by a non-interest bearing unsecured corporate note to be treated as a loan until repaid, if and when LAUFER has the financial resources to do so. Gary B. Wolff, P.C., LAUFER’s counsel, by signing this Agreement agrees in full to defer his legal fees in the manner set forth in this Agreement.”
The Company’s Registration Statement was declared effective on March 11, 2008 and 6 months later no portion of the aforesaid $50,000 had been paid.
Accordingly, a Convertible Promissory Note (the “Note”) was entered into between Gary B. Wolff and the Company on September 13, 2008, which Note was subsequently partially assigned by Gary B. Wolff to First Trust Management on April 23, 2011 in accordance with Unanimous Consent of Company’s directors and thereafter and in accordance with Debt Purchase Agreement dated April 23, 2011, a portion of the $50,000 indebtedness, $10,000 was purchased by First Trust Management in exchange for 10,000,000 shares of the Company, which, upon issuance increased total Company outstanding shares from 319,325,000 to 329,325,000 and decreased Note to $10,000. In accordance with Forms 8-K filed 7/30/09, 8/14/09, and 6/30/10 the Promissory Note was reduced by $12,500, $8,700, $8,800 respectively leaving a balance outstanding (prior to the transaction reported herein) of $20,000.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed as part of this Current Report.
(d) Exhibits
10.1
Agreement between Company, its President and its counsel, dated January 13, 2008 and incorporated by reference as filed as Exhibit 10.2 to Registration Statement filed February 12, 2008 (File No.: 333-149177)
10.2
Convertible Promissory Note, dated September 13, 2008
10.3
Board of Directors Resolutions dated April 23, 2011
10.4
Debt Purchase Agreement dated April 23, 2011
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized.
LAUFER BRIDGE ENTERPRISES, INC.
(Registrant)
/s/ Joel Stohlman
By: JOEL STOHLMAN, PRESIDENT
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Exhibit 10.2
LAUFER BRIDGE ENTERPRISES, INC.
CONVERTIBLE PROMISSORY NOTE
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATIFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SUCH SECURITIES ARE SOLD PURSUANT TO RULE 144 OF SUCH ACT.
$50,000 | September 13, 2008 | New York, New York |
FOR VALUE RECEIVED, Laufer Bridge Enterprises, Inc., a Nevada corporation (“Maker”), promises to pay to the order of Gary B. Wolff (“Holder”), the aggregate principal amount of Fifty Thousand ($50,000) Dollars plus interest (the “Aggregate Loan Amount”), at 2% interest annually. Payment shall be made by Maker to Holder at the offices of Holder, located at 488 Madison Avenue, New York 10022, or to such other office as Holder may, from time to time, designate in writing to Maker.
The Aggregate Loan Amount shall be due and payable as follows:
Payment Amount |
| Due Date |
50,000 |
| December 1, 2008 |
Payment shall be made in lawful tender of the United States and may be made at any time without penalty or premium.
The unpaid balance under this Note (or any portion thereof) shall be convertible at the option of Holder into shares of Maker’s Common Stock at any time prior to the earlier of repayment in full of this Note or the Maturity Date, upon Maker’s receipt of written notice by Holder. The price per share of Maker’s Common Stock into which such unpaid balance may be converted shall be $.001.
In the event Holder institutes an action to collect this Note, Maker will pay all costs and expenses, including reasonable attorneys’ fees, incurred in connection with such action. Maker hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.
In the event a court of competent jurisdiction holds any provision of this Note to be invalid or unenforceable, such holding shall not affect any other provision of this Note and all such other provisions shall remain in full force and effect.
This Note shall be construed in accordance with the laws of the State of New York, without regard to the conflicts of law provisions of the State of Nevada or of any other state.
IN WITNESS WHEREOF, Maker has caused this Convertible Promissory Note to be issued as of the date first above written.
Laufer Bridge Enterprises, Inc.
By: /s/ Richard Laufer
Richard Laufer, President
In accordance with Forms 8-K filed 7/30/09, 8/14/09, and 6/30/10 this Promissory Note was reduced by $12,500, $8,700, $8,800 respectively leaving a balance outstanding (prior to the transaction reported herein) of $20,000.
Laufer Bridge Enterprises, Inc.
By: /s/ Joel Stohlman
Joel Stohlman, President
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Exhibit 10.3
LAUFER BRIDGE ENTERPRISES, INC.
3276 Buford Drive, Bldg. 104, Suite 320, Buford, GA 30519
UNANIMOUS CONSENT OF DIRECTORS OF LAUFER BRIDGE ENTERPRISES, INC. IN LIEU OF A MEETING OF THE BOARD OF DIRECTORS OF LAUFER BRIDGE ENTERPRISES, INC. (A NEVADA CORPORATION)
Pursuant to the Authority granted to directors to take action by unanimous consent without a meeting pursuant to Nevada General Corporation Law 78.315 (pursuant to the Articles of Incorporation) of Laufer Bridge Enterprises, Inc. (“Laufer”) the Board of Directors (“Directors”) of Laufer, a Nevada corporation (the “Company”), do hereby consent to adopt, ratify, confirm and approve, as of the date indicated below, the following recitals and resolutions, as evidenced by their signature hereunder:
WHEREAS, the Directors have been presented with the proposal to authorize the issuance of 10,000,000 shares of common stock of the Company in exchange for relief of debt owed by the Company in the amount of Ten Thousand ($10,000) Dollars represented by a Fifty Thousand ($50,000) Dollar Promissory Note (the “Promissory Note”) dated September 13, 2008;
WHEREAS, the Directors shall specifically authorize the issuance of 10,000,000 shares of common stock of the Company to First Trust Management;
WHEREAS, the Directors believe it is in the best interest of the Company to authorize the issuance of the common stock to First Trust Management in exchange for relief of the debt represented by the Promissory Note as set forth herein;
NOW, BE IT RESOLVED, that it is hereby authorized and approved to issue 10,000,000 shares of common stock of the Company to First Trust Management in exchange for relief of the debt represented by the Promissory Note.
GENERAL RESOLUTIONS
RESOLVED, that the officers of the Company are hereby authorized and instructed to take whatever steps necessary to effectuate the above described resolutions.
FURTHER RESOLVED, that the Promissory Note shall be restated and amended to show that a payment in the amount of $10,000 on the Promissory Note has been satisfied by the Company.
(Remainder of page intentionally left blank; signature page to follow)
IN WITNESS WHEREOF, the undersigned have set forth their hands in their capacity as of this 23rd day of April, 2011.
/s/ Joel Stohlman
JOEL STOHLMAN, DIRECTOR
/s/ Reid Stone
REID STONE, DIRECTOR
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Exhibit 10.4
DEBT PURCHASE AGREEMENT
This Debt Purchase Agreement (“Debt Purchase Agreement”) is made and entered into effective as of April 23, 2011 by and among Gary B. Wolff (“GBW”), First Trust Management, (“FT”) and Laufer Bridge Enterprises, Inc. (“Laufer”).
WHEREAS, the parties to this Debt Purchase Agreement desire to modify that a certain promissory note dated September 13, 2008 (the “Promissory Note”) executed between GBW and Laufer by selling, assigning, transferring and conveying the rights and interests to partial payment of the Promissory Note in the amount of fifty thousand ($50,000) dollars from GBW to FT.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:
1.
Transfer and Assignment. As permitted by Laufer, GBW hereby sells, assigns, transfers, and conveys unto FT its rights and interests to receive payments in the amount of $10,000 under the Promissory Note. The remaining rights and interests in the balance of the Debt, if any, will remain with GBW.
2.
Consideration. Consideration to be paid to GBW shall be a total of $10,000.
3.
Agreement to be bound. Laufer agrees to be bound by all the terms and conditions applicable to GBW under the Debt.
4.
Entire Agreement. This Debt Purchase Agreement embodies the entire agreement between GBW and FT and supersedes any prior agreements, whether written or oral with respect to the subject matter thereof.
5.
Successors. This Debt Purchase Agreement shall be binding upon and shall inure to the benefit of each of the parties to this Debt Purchase Agreement and each of their respective successors and assigns.
6.
Counterparts. This Debt Purchase Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon and all of which together shall constitute one instrument.
(Remainder of page intentionally left blank: signature page to follow)
IN WITNESS WHEREOF, the parties hereto have caused this Debt Purchase Agreement to be duly executed and delivered as of the date first written above.
Gary B. Wolff, P.C. | |
| |
/s/ Gary B. Wolff |
|
Name: Gary B. Wolff | |
Its: President and Sole Owner | |
| |
First Trust Management | |
| |
/s/ John Zukowski |
|
Name: John Zukowski | |
| |
| |
ACCEPTED, ACKNOWLEDGED AND APPROVED | |
Laufer Bridge Enterprises, Inc. | |
| |
/s/Joel Stohlman |
|
Name: Joel Stohlman | |
Its: President | |
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