Filed On 4/27/01 1:03pm ET · SEC File 5-44825 · Accession Number 1019687-1-500051
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
4/27/01 Future Arts Ltd SC 13D 7:47 Record Lab Corp Publicease Inc/FA
Esther Siromachoff
Future Arts Ltd
Future Arts Ltd
Rachamim Siromachoff
Shavit Siromachoff
General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D Recordlab Corporation 9 41K
2: EX-3.1 EX-3.1 Contract for Private Sale of Stock 6 31K
3: EX-3.2 EX-3.2 Promissory Note 6 28K
4: EX-3.3 EX-3.3 Stock Pledge and Security Agreement 18 73K
5: EX-3.4 EX-3.4 Personal Guaranty 6 30K
6: EX-6.1 EX-6.1 Proxy From Bps 1 9K
7: EX-6.2 EX-6.2 Proxy From Dalton Kaye 1 6K
SCHEDULE 13D
RecordLab CORPORATION
Common Stock
75626L 10 9
Robert D. Krintzman, Esq., Venture Counsel Inc.,
4330 La Jolla Village Dr., #330, San Diego, CA 92122; (858) 450-2900
December 1, 2000
1
CUSIP #: 75626L 10 9
Page 2 FUTURE ARTS LTD.
1. [Name of Reporting Person]: Future Arts Ltd.
2. [Check the Appropriate Box if a Member of a Group]: (a) x
3. [SEC Use Only]
4. [Source of Funds]: AF
5. [Check of Disclosure of Legal Proceeding Is Required Pursuant to Items
2(d) or 2(e)]
6. [Citizenship or Place of Organization]: Israel
7. [Sole Voting Power]: 0
8. [Shared Voting Power]: 4,000,000
9. [Sole Dispositive Power]: 0
10. [Shared Dispositive Power]: 4,000,000
11. [Aggregate Amount Beneficially Owned by Each Reporting Person]:
4,000,000
12. [Check if the Aggregate Amount in Row (11) excludes Certain Shares]
13. [Percent of Class Represented by Amount in Row (11)]: 24.0%
14. [Type of Reporting Person]: CO
--------------------------------------------------------------------------------
Page 2 RACHAMIM SIROMACHOFF
1. [Name of Reporting Person]: Rachamim Siromachoff
2. [Check the Appropriate Box if a Member of a Group]: (a) x
3. [SEC Use Only]
4. [Source of Funds]: PF and AF
5. [Check of Disclosure of Legal Proceeding Is Required Pursuant to Items
2(d) or 2(e)]
6. [Citizenship or Place of Organization]: Israel
7. [Sole Voting Power]: 11,295,942]
8. [Shared Voting Power]: 4,000,000
9. [Sole Dispositive Power]: 0
10. [Shared Dispositive Power]: 4,000,000
11. [Aggregate Amount Beneficially Owned by Each Reporting Person]:
15,295,942
12. [Check if the Aggregate Amount in Row (11) excludes Certain Shares]
13. Percent of Class Represented by Amount in Row (11)]: 65.7%
14. [Type of Reporting Person]: IN
--------------------------------------------------------------------------------
2
Page 2 ESTHER SIROMACHOFF
1. [Name of Reporting Person]: Esther Siromachoff
2. [Check the Appropriate Box if a Member of a Group]: (a) x
3. [SEC Use Only]
4. [Source of Funds]: AF
5. [Check of Disclosure of Legal Proceeding Is Required Pursuant to Items
2(d) or 2(e)]
6. [Citizenship or Place of Organization]: Israel
7. [Sole Voting Power]: 0
8. [Shared Voting Power]: 2,000,000
9. [Sole Dispositive Power]: 0
10. [Shared Dispositive Power]: 2,000,000
11. [Aggregate Amount Beneficially Owned by Each Reporting Person]:
2,000,000
12. [Check if the Aggregate Amount in Row (11) excludes Certain Shares]
13. Percent of Class Represented by Amount in Row (11)]: 12.0%
14. [Type of Reporting Person]: IN
--------------------------------------------------------------------------------
Page 2 SHAVIT SIROMACHOFF
1. [Name of Reporting Person]: Shavit Siromachoff
2. [Check the Appropriate Box if a Member of a Group]: (a) x
3. [SEC Use Only]
4. [Source of Funds]: AF
5. [Check of Disclosure of Legal Proceeding Is Required Pursuant to Items
2(d) or 2(e)]
6. [Citizenship or Place of Organization]: Israel
7. [Sole Voting Power]: 0
8. [Shared Voting Power]: 2,000,000
9. [Sole Dispositive Power]: 0
10. [Shared Dispositive Power]: 2,000,000
11. [Aggregate Amount Beneficially Owned by Each Reporting Person]:
2,000,000
12. [Check if the Aggregate Amount in Row (11) excludes Certain Shares]
13. Percent of Class Represented by Amount in Row (11)]: 12. 0%
14. [Type of Reporting Person]: IN
--------------------------------------------------------------------------------
3
ITEM 1. SECURITY AND ISSUER *****************************************
This statement relates to the common stock of RecordLab CORPORATION (a
Washington corporation), whose principal executive offices are currently located
at 20944 Sherman Way, Suite 116, Canoga Park, CA 91303.
ITEM 2. IDENTITY AND BACKGROUND *************************************
I. (a) Name: Future Arts Ltd.
(b) Business address: 4775 Topeka Dr., Tarzana, CA 91356
(c) Principal business: Investment holding company
(d) The named person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) The named person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction , and as a result of such
proceeding becomes subject to a judgment, decree or final
order enjoining future violations or, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
II. (a) Name: Rachamim Siromachoff
(b) Residence address: 4775 Topeka Dr., Tarzana, CA 91356
(c) Principal business: art publishing consultant and
entrepreneur. Primary employment as a director of - and
consultant to - Smart Collector, Inc., whose principal
business is the publication and distribution of a quarterly
magazine for art collectors, and whose address is 9111 West
Pico Blvd., Suite 630, Los Angeles, CA 90035. Chief Executive
Officer and Treasurer of Future Arts Ltd., an art dealing and
investment holding company whose address is 4775 Topeka Dr.,
Tarzana, CA 91356.
(d) The named person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) The named person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction , and as a result of such
proceeding becomes subject to a judgment, decree or final
order enjoining future violations or, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
4
III. (a) Name: Esther Siromachoff
(b) Residence address: 4775 Topeka Dr., Tarzana, CA 91356
(c) Principal business: President, 50% shareholder and co-director
of Future Arts. Ltd., and art dealing and investment holding
company whose address is 4775 Topeka Dr., Tarzana, CA 91356.
(d) The named person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) The named person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction , and as a result of such
proceeding becomes subject to a judgment, decree or final
order enjoining future violations or, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
IV. (a) Name: Shavit Siromachoff
(b) Residence address: 4775 Topeka Dr., Tarzana, CA 91356
(c) Principal business: Vice-President and Secretary, 50%
shareholder and co-director of Future Arts. Ltd., and art
dealing and investment holding company whose address is 4775
Topeka Dr., Tarzana, CA 91356.
(d) The named person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) The named person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction , and as a result of such
proceeding becomes subject to a judgment, decree or final
order enjoining future violations or, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
--------------------------------------------------------------------------------
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On April 10, 2001, a group consisting of Future Arts Ltd., an Israeli
corporation ("FAL"), Rachamim Siromachoff, the CEO of FAL and director-elect of
the registrant, and Esther and Shavit Siromachoff, each 50% shareholders and
co-directors of FAL, received 4,000,000 shares (24.0%) of the common stock of
registrant. Esther Siromachoff is the wife of Rachamim Siromachoff and President
of FAL. Shavit Siromachoff is the son of Rachamim Siromachoff and Vice President
and Secretary of FAL.
5
The agreement with respect to the purchase of said shares (Exhibit 3.1)
had been entered into on or about December 1, 2000, by FAL and BP Software Ltd,
a Texas limited partnership ("BPS"), which prior to the effective date of such
sale, owned 12,425,104 shares of registrant's common stock (including 3,778,050
shares issuable upon exercise of warrants that are exercisable within 60 days),
plus additional shares issuable upon conversion of principal and interest
pursuant to a promissory note that is convertible within 60 days (approximately
2,510,838 shares, based upon accrued interest through April 26, 2001).
The purchase price for the 4,000,000 shares was $0.02/share, or a total
of $80,000 for all 4,000,000 shares. FAL's obligation was evidenced by its
promissory note due March 31, 2001 (Exhibit 3.2). FAL and BPS entered into a
stock pledge and security agreement (Exhibit 3.3). This agreement provided for
the 4,000,000 shares to be collateral for the note, but no security interest has
been perfected in such shares. Payment of the note was personally guaranteed by
Rachamim Siromachoff. $12,000 of the $80,000 promissory note was paid on or
about March 20, 2001, and an additional amount of $8,000 was tendered on or
about April 3, 2001. As further consideration for the shares, Rachamim
Siromachoff agreed to serve as a director of the issuer.
ITEM 4. PURPOSE OF TRANSACTION
The 4,000,000 shares were acquired by Future Arts Ltd. for investment
appreciation. Those shares, and voting proxies for additional shares, were
transferred to Future Arts Ltd. as an incentive for its affiliate Rachamim
Siromachoff to become a director of - and assume an active role in the
management of - the issuer. Rachamim Siromachoff has, for several years prior to
any of the foregoing described transaction, owned a 2% limited partnership
interest in BPS. Prior to the sale of the hereindescribed 4,000,000 shares, BPS
owned approximately 12,425,104 shares of the issuer, (including 3,778,050 shares
issuable upon exercise of warrants that are exercisable within 60 days), plus
additional shares issuable upon conversion of principal and interest pursuant to
a promissory note that is convertible within 60 days (approximately 2,510,838
shares, based upon accrued interest through April 26, 2001).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
I. Future Arts Ltd.
(a) 4,000,000 shares (24.0%) of common stock of issuer are
beneficially owned.
(b) Shared power to vote or to direct the vote, and shared power
to dispose or to direct the disposition of, 4,000,000 shares.
Sole power to vote or to direct the vote, and sole power to
dispose or to direct the disposition of, no (zero) shares.
6
(c) No transactions in the common stock of issuer by Future Arts
Ltd. in the past 60 days other than as described in "Item 3.
Source and Amount of Funds or Other Consideration" set forth
above.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, said 4,000,000 shares, other than the
members of the group disclosed herein.
(e) Item 5(e) is not applicable.
II. Rachamim Siromachoff
(a) 15,295,942 shares (65.7%) of common stock of issuer are
beneficially owned.
(b) Shared power to vote or to direct the vote, and shared power
to dispose or to direct the disposition of, 4,000,000 shares.
Sole power to vote or to direct the vote of 11,295,942 shares,
and sole power to dispose or to direct the disposition of, no
(zero) shares.
(c) No transactions in the common stock of issuer by Rachamim
Siromachoff. in the past 60 days other than as described in
"Item 3. Source and Amount of Funds or Other Consideration"
set forth above.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, said 15,295,942 shares, except: (1) The
members of the group disclosed herein as to 4,000,000 shares;
(2) BPS as to 10,935,942 shares subject to the proxy given to
Rachamim Siromachoff, described in Item 6 below; and (3)
Dalton Kaye as to 360,000 shares subject to the proxy given to
Rachamim Siromachoff, described in Item 6 below.
(e) Item 5(e) is not applicable.
III. Esther Siromachoff
(a) 2,000,000 shares (12.0%) of common stock of issuer are
beneficially owned.
(b) Shared power to vote or to direct the vote, and shared power
to dispose or to direct the disposition of, 4,000,000 shares.
Sole power to vote or to direct the vote, and sole power to
dispose or to direct the disposition of, no (zero) shares.
(c) No transactions in the common stock of issuer by Esther
Siromachoff in the past 60 days other than as an officer,
shareholder and director of Future Arts Ltd., whose activities
are described in "Item 3. Source and Amount of Funds or Other
Consideration" set forth above.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, said 4,000,000 shares, other than the
members of the group disclosed herein.
(e) Item 5(e) is not applicable.
7
IV. Shavit Siromachoff
(a) 2,000,000 shares (12.0%) of common stock of issuer are
beneficially owned.
(b) Shared power to vote or to direct the vote, and shared power
to dispose or to direct the disposition of, 4,000,000 shares.
Sole power to vote or to direct the vote, and sole power to
dispose or to direct the disposition of, no (zero) shares.
(c) No transactions in the common stock of issuer by Shavit
Siromachoff. in the past 60 days other than as an officer,
shareholder and director of Future Arts Ltd., whose activities
are described in "Item 3. Source and Amount of Funds or Other
Consideration" set forth above.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, said 4,000,000 shares, other than the
members of the group disclosed herein.
(e) Item 5(e) is not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Rachamim Siromachoff obtained an irrevocable proxy from Dalton Kaye on
or about January 16, 2001, with respect to all of shares of the issuer's common
stock owned by Mr. Kaye (360,000 shares issuable upon exercise of options and/or
warrants that are exercisable within 60 days) (Exhibit 6.2). The proxy, by its
terms, is irrevocable for 6 months, after which it becomes revocable by Mr. Kaye
at any time.
Future Arts Ltd. obtained from BPS, on or about December 1, 2001, an
irrevocable proxy to vote all shares of the issuer's commons stock owned by BPS
(approximately 10,935,942 shares after the sale of 4,000,000 shares of issuer's
common stock to Future Arts Ltd.), including 3,778,050 shares issuable upon
exercise of warrants that are exercisable within 60 days and approximately
2,510,838 additional shares issuable upon conversion of principal and interest
pursuant to a promissory note that is convertible within 60 days (based upon
estimated interest accruals through April 26, 2001) (Exhibit 6.1). The proxy, by
its terms, was irrevocable for 120 days, after which it became revocable by BPS
at any time. The proxy has not been revoked.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 3.1 - Contract for Private Sale of Stock dated as of November
30, 2000, between Future Arts Ltd. and BPS.
Exhibit 3.2 - Secured Non-Recourse Promissory Note dated November 30,
2000 from Future Arts Ltd. to BPS.
Exhibit 3.3 - Stock Pledge and Security Agreement.
Exhibit 3.4 - Personal Guaranty.
Exhibit 6.1 - Proxy from BPS to Future Arts Ltd. dated December 1,
2000.
Exhibit 6.2 - Proxy from Dalton Kaye to Rachamim Siromachoff dated
January 16, 2001.
8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 26, 2001
----------------------------------------
(Date)
Future Arts Ltd. by
/S/ Rachamim Siromachoff, President
----------------------------------------
(Signature/Title)
/S/ Rachamim Siromachoff
----------------------------------------
(Signature/Title)
/S/ Esther Siromachoff
----------------------------------------
(Signature/Title)
/S/ Shavit Siromachoff
----------------------------------------
(Signature/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Dates Referenced Herein and Documents Incorporated By Reference
| Referenced-On Page |
|---|
| This SC 13D Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 11/30/00 | | 8 |
| | 12/1/00 | | 1 | | 8 | | | 8-K |
| | 1/16/01 | | 8 |
| | 3/20/01 | | 6 |
| | 3/31/01 | | 6 |
| | 4/3/01 | | 6 |
| | 4/10/01 | | 5 |
| | 4/26/01 | | 6 | | 9 |
| Filed On / Filed As Of | | 4/27/01 | | | | | | | 8-K |
| | 12/1/01 | | 8 |
| |
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