-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HzXBG2M4eymyIuI/FfEFa55vuM1QBzNQsUMeYIhLNbtgVIKpwj1a964m0OKvC64x 53kUBYGQTzoWovxVD9afLw== 0001359601-06-000002.txt : 20060421 0001359601-06-000002.hdr.sgml : 20060421 20060421172301 ACCESSION NUMBER: 0001359601-06-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060421 DATE AS OF CHANGE: 20060421 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Aerobic Creations, Inc. CENTRAL INDEX KEY: 0001311953 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 200781155 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81755 FILM NUMBER: 06773501 BUSINESS ADDRESS: STREET 1: #201 ? 15225 THRIFT AVENUE CITY: WHITE ROCK STATE: A1 ZIP: V4B 2K9 BUSINESS PHONE: (604) 576 2327 MAIL ADDRESS: STREET 1: #201 ? 15225 THRIFT AVENUE CITY: WHITE ROCK STATE: A1 ZIP: V4B 2K9 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Loethen Bartly J CENTRAL INDEX KEY: 0001359601 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 312-454-0015 MAIL ADDRESS: STREET 1: 730 W RANDOLPH STREET 2: 6TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60661 SC 13D 1 bjld.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 Aerobic Creations, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00772P100 (CUSIP Number) Bartly Loethen 730 West Randolph, 6th Floor Chicago, IL 60661 312-454-0015 _______________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 14, 2006 _______________________________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s240.13d-7 for other parties to whom copies are to be sent. - ---------------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shallbe subject to all other provisions of the Act (however, see the Notes). - ----------------------------------------------------------------------- 1 Name of Reporting Person. Bartly J. Loethen I.R.S. Identification Nos. of Above Persons (entities only). - ----------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) ........................................................ [ ] (b) ........................................................ [ ] - ----------------------------------------------------------------------- 3 SEC Use Only - ----------------------------------------------------------------------- 4 Source of Funds (See Instructions) PF - ---------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ----------------------------------------------------------------------- 6 Citizenship or Place of Organization United States - ----------------------------------------------------------------------- Number of Shares Beneficially 7 Sole Voting Power.........1,000,000 Owned by 8 Shared Voting Power ................ 0 Each 9 Sole Dispositive Power.....1,000,000 Reporting 10 Shared Dispositive Power ........... 0 Person With 11 Aggregate Amount Beneficially Owned by Reporting Persons 1,000,000 - ----------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - ----------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 55.55% - ----------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - ----------------------------------------------------------------------- - ----------------------------------------------------------------------- Item 1. Security and Issuer. This statement on Schedule 13D relates to the Common Stock ("Common Stock") of Aerobic Creations, Inc.,a Nevada corporation (the "Issuer"), and is being filed pursuant to Rule 13d-1 under the Act. The principal executive offices of the Issuer is located at 201 - 15225 Thrift Avenue, White Rock, B.C., Canada V4B 2K9. - ----------------------------------------------------------------------- Item 2. Identity and Background. (a) The name of the person filing this statement is Bart Loethen (the "Reporting Person"). --------------------------------------------------------------- (b) The Reporting Person's principal business office is located at 730 West Randolph, 6th Floor, Chicago, Illinois, 60661. --------------------------------------------------------------- (c) The Reporting Person is a founding partner of Synergy Law Group, L.L.C., which is located at 730 West Randolph, 6th Floor, Chicago, Illinois 60661. - --------------------------------------------------------------- (d) During the past five years, the Reporting Person has not been convicted in a criminal proceeding. --------------------------------------------------------------- (e) During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to Federal or State securities laws or finding any violation with respect to such laws. --------------------------------------------------------------- (f) The Reporting Person is a citizen of the United States of America. --------------------------------------------------------------- - ----------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. In acquiring 1,000,000 shares of Common Stock, the Reporting Person used $75,000 of his personal funds. - ----------------------------------------------------------------------- Item 4. Purpose of Transaction. On April 13, 2006, the Reporting Person entered into a Stock Purchase Agreement (the "Purchase Agreement") to purchase 1,000,000 shares of Common Stock, from Norm and Nicole Funk,whereby the $75,000 and stock certificates representing such shares of Common Stock were held in escrow and released to the respective parties on April 14, 2006. A copy of the Purchase Agreement is attached hereto as Exhibit 1. (a) Not Applicable (b) It is anticipated that the Issuer will be merged with and into a Delawarecorporation, in order to move the domicile of the Issuer to the State of Delaware. It also anticipated that, as part of such merger, the by-laws of the Issuer will be amended so as to change its corporate name, increase the authorized shares of commonstock, and authorize the issuance of preferred stock. (c) Not applicable. (d) On April 13, 2006, the then current director of the Issuer appointed the Reporting Person of the Issuer. Also, on April 13, 2006, the then-current Chief Executive Officer, Chief Financial Officer, President and Treasurer of the Issuer resigned and was replaced by the Reporting Person. (e) Reference the response in subpart (b) above. (f) Reference the response in subpart (b) above. (g) Reference the response in subpart (b) above. (h) Not Applicable. (i) Not Applicable. (j) Not Applicable. - ----------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a) The Reporting Person owns 1,000,000 shares of Common Stock of the Issuer equivalent to approximately 55.55% of the Common Stock of the Issuer. ---------------------------------------------------------------- (b) The Reporting Person has the sole power to direct the vote of all such shares. ---------------------------------------------------------------- (c) The transactions in the Issuer Common Stock that were effected by the Reporting Person, during the past 60 days were the following: The Reporting Person purchased 1,000,000 shares of Common Stock of the Issuer from Norm and Nicole Funk, pursuant to a stock purchase agreement dated April 13, 2006 for $75,000 in cash. (d) No other person other than the Reporting Person, to his knowledge, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of,the Common Stock owned beneficially by the Reporting Person. (e) Not Applicable - ----------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to securities of the Issuer. None. - ----------------------------------------------------------------------- Item 7. Materials to be Filed as Exhibits. Exhibit 1 is the Stock Purchase Agreement, dated April 13, 2006. - ----------------------------------------------------------------------- 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. Date: April 21, 2006 --------------------------------------- /s/ Bartly Loethen --------------------------------------- The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed orprinted beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) EX-1 2 spa1.txt STOCK PURCHASE AGREEMENT AGREEMENT dated April 13, 2006, between Bartly J. Loethen of 730 West Randolph, 6th Floor, Chicago, IL 60661 (hereinafter referred to as the "Buyer") and Norm and Nicole Funk of 15030 58th Ave., Unit 30, Surrey British Columbia, CANADA V3S 9G3 (hereinafter collectively the "Sellers"), stockholders of Aerobic Creations, Inc., a Nevada corporation (hereinafter the "Company"). This Agreement sets forth the terms and conditions upon which the Sellers are today selling to the Buyer, and the Buyer is today purchasing from the Sellers a total of 1,000,000 (500,000 from each Seller) restricted shares of common stock (the "Shares"), $0.001 par value per share, of the Company. In consideration of the mutual agreement contained herein, the parties hereby agree as follows: I. SALES OF THE SHARES. 1.01 Shares being Sold. Subject to the terms and conditions of this Agreement, the Sellers are selling, assigning, and delivering the Shares to the Buyer at the closing provided for in Section 1.03 hereof (the "Closing"), free and clear of all liens, charges, or encumbrances of whatsoever nature. 1.02 Consideration. At the Closing, the Buyer is delivering to the Seller a good funds in the amount of US$75,000.00 which will be delivered to the Escrow Agent. 1.03 Closing. The Closing of the transactions provided for in this Agreement is taking place on or before April 14, 2006 at 4190 Bonita Road, Suite 205, Bonita, CA 91902. 1.04 Escrow. The Buyer will deliver to Batcher Zarcone & Baker, LLP, to the attention of Karen Batcher, as escrow agent ("Escrow Agent"), the sum of US$75,000.00. Concurrently therewith the Sellers will deliver to Escrow Agent duly endorsed stock certificates representing 1,000,000 "non-restricted" shares of common stock (the "Shares"). Upon receipt of the aforementioned from both parties, Escrow Agent will deliver the Shares to Buyer and Escrow Agent will deliver US$75,000.00. In the event either party fails to deposit their respective money and Shares by April 14, 2006, this agreement will terminate. II. RELATED TRANSACTIONS. 2.01 Finder, Lawyer. There are no finders with respect to the transaction contemplated herein. III. REPRESENTATIONS AND WARRANTIES BY THE SELLER. The Seller hereby represents and warrants to the Buyer that to the best of the Sellers' knowledge, with the intent that the Buyer will rely on these representations and warranties in entering into this Agreement, and in concluding the purchase and sale contemplated by this Agreement, that: 3.01 Organization, Capitalization, etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada, and is qualified in no other state. (b) The authorized capital stock of the Company consists of 100,000,000 shares of common stock, $0.001 par value per share, 1,800,000 of which are validly issued and outstanding, fully paid and non-assessable. All of the shares owned by the Sellers are owned free and clear of any liens, claims, options, charges, or encumbrances of whatsoever nature. The Sellers have the unqualified right to sell, assign, and deliver the Shares, and, upon consummation of the transactions contemplated by this Agreement, the Buyer will acquire good and valid title to the Shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature. The Buyer acknowledges that the Shares being acquired from the Sellers are restricted securities as that term is defined in Rule 144 of the Securities Act of 1933, as amended (the "Act"). (c) The Company has the corporate power and authority to carry on its business as presently conducted. 3.02 No Violation. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or default under any term or provision of the Certificate of Incorporation or Bylaws of the Company, or of any contract, commitment, indenture, other agreement or restriction of any kind or character to which the Company or any of the Sellers is a party or by which the Company or any of the Sellers is bound. 3.03 Affiliate Shares. The Certificates representing the Shares delivered pursuant to this Agreement are owned by affiliates of the Company and as such, certain trading restrictions such as those imposed under Rule 144 of the Act or Regulation S promulgated under the Act are applicable to the Shares. IV. REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer hereby represents and warrants to the Sellers that to the best of the Buyer's knowledge, with the intent that the Sellers will rely on these representations and warranties in entering into this Agreement, and in concluding the purchase and sale contemplated by this Agreement, that: 4.01 Representations Regarding the Acquisition of the Shares. (a) The undersigned Buyer understands that the Shares have not been registered with the United States Securities and Exchange Commission or any state or foreign securities agencies; (b) The Buyer is not an underwriter and is acquiring the Sellers' Shares solely for investment for the account of the Buyer and not with a view to, or for, resale in connection with any distribution within the meaning of the federal securities act, the state securities acts or any other applicable laws; (c) The Buyer understands the speculative nature and risks of investments associated with the Company and confirms that the Shares are suitable and consistent with his or her investment program and that his or her financial position enables him or her to bear the risks of this investment; and that there may not be any public market for the Shares subscribed for herein; (d) The Shares subscribed for herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company and/or the prior opinion of legal counsel that is reasonably acceptable to the Company that such disposition will not violate federal and/or state securities acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, gifting, and any form of conveying, whether voluntary or not; (e) To the extent that any federal, and/or state securities laws shall require, the Buyer hereby agrees that any Shares acquired pursuant to this Agreement shall be without preference as to assets; (f) Neither the Company nor the Sellers are under an obligation to register or seek an exemption under any federal, state or foreign securities acts for any stock of the Company or to cause or permit such stock to be transferred in the absence of any such registration or exemption and that the Buyer herein must hold such stock indefinitely unless such stock is subsequently registered under any federal and/or state securities acts or an exemption from registration is available; (g) The Buyer represents that he is sophisticated and has had the opportunity to ask questions of the Company and the Sellers and receive additional information from the Company and the Sellers to the extent that the Company and the Sellers possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Buyer has been given or has had access to: (1) all material books and records of the Company; (2) all material contracts and documents relating to the Company and this proposed transaction; and (3) an opportunity to question the Sellers and the appropriate executive officers of the Company. (h) The Buyer has satisfied the suitability standards imposed by the laws of his/her/its domicile. V. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION. 5.01 Survival of Representations. All representations, warranties, and agreements made by any party in this Agreement or pursuant hereto shall survive the execution and delivery hereof and any investigation at any time made by or on behalf of any party for a period not to exceed 180 days. 5.02 Indemnification. The Sellers agree to indemnify the Buyer and hold him harmless from and in respect of any assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees) in excess of $1,000.00 in the aggregate, imposed upon or incurred by the Buyer resulting from a breach of any agreement, representation, or warranty of the Sellers. Assertion by a party to their right to indemnification under this Section 5.02 shall not preclude the assertion by the parties of any other rights or the seeking of any other remedies against the opposing party. VI. MISCELLANEOUS. 6.01 Expenses. All fees and expenses incurred by the Buyer and Sellers in connection with the transactions contemplated by this Agreement shall be borne by the respective parties hereto. 6.02 Further Assurances. From time to time, at the Buyer's request and without further consideration, the Sellers, at the Buyer's expense, will execute and transfer such documents and will take such action as the Buyer may reasonably request in order to effectively consummate the transactions herein contemplated. 6.03 Parties in Interest. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the prospective heirs, beneficiaries, representatives, successors, and assigns of the parties hereto. 6.04 Prior Agreements; Amendments. This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof. This Agreement may be amended only by a written instrument duly executed by the parties hereto or their respective successors or assigns. 6.05 Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretations of this Agreement. 6.06 Governing Law. The situs of this Agreement is San Diego, California, and for all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws and Courts prevailing in the State of California. 6.07 Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered or mailed (registered or certified mail, postage prepaid, return receipt requested) as follows: If to the Sellers: Nicole Funk 15030 58th Ave., Unit 30 Surrey, BC V3S 9G3 CANADA Norm Funk 15030 58th Ave., Unit 30 Surrey, BC V3S 9G3 CANADA If to the Buyer: Bartly J. Loethen 730 West Randolph, 6th Floor Chicago, IL 60661 6.08 Effect. In the event any portion of this Agreement is deemed to benull and void under any state, provincial, or federal law, all other portions and provisions not deemed void or voidable shall be given full force and effect. [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 6.09 Counterparts. This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Seller and the Buyer, on the date first above written. BUYER: /s/ Bartly Loethen Bartly J. Loethen SELLERS: /s/ Nicole Funk Nicole Funk /s/ Norm Funk Norm Funk Acknowledged by ESCROW AGENT BATCHER ZARCONE & BAKER, LLP /s/ Karen Batcher By: Karen A. Batcher -----END PRIVACY-ENHANCED MESSAGE-----