-----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, T8hi7LCdsNxSd5v7TfwqFW6wEuGnwD29NijfA97WiwhGCcijpgc3PdkLlzFIDKFj YSgDlWkK4vl9Lr/Fv72veg== /in/edgar/work/20000526/0001074413-00-000001/0001074413-00-000001.txt : 20000919 0001074413-00-000001.hdr.sgml : 20000919 ACCESSION NUMBER: 0001074413-00-000001 CONFORMED SUBMISSION TYPE: 10SB12G/A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20000526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLINI HUT INC CENTRAL INDEX KEY: 0000943912 STANDARD INDUSTRIAL CLASSIFICATION: [5812 ] IRS NUMBER: 880335902 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10SB12G/A SEC ACT: SEC FILE NUMBER: 000-27313 FILM NUMBER: 644144 BUSINESS ADDRESS: STREET 1: 4739 49TH ST STREET 2: SUITE G CITY: WOODSIDE STATE: NY ZIP: 11377 BUSINESS PHONE: 7187843344 MAIL ADDRESS: STREET 1: 4739 49TH ST CITY: WOODSIDE STATE: NY ZIP: 11377 FORMER COMPANY: FORMER CONFORMED NAME: BARGAIN PRODUCTS INC DATE OF NAME CHANGE: 19990423 10SB12G/A 1 United States U. S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-SB12G Amendment No. 2 GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS Under Section 12(b) or (g) of the Securities Exchange Act of 1934 Blini Hut, Inc. Formerly "Bargain Products, Inc." (Exact name of registrant as specified in its charter) Nevada 88-0335902 ________________________________ ________________ (State or other jurisdiction of (I.R.S. employer identification incorporation or organization) number) 2920 North Green Valley Parkway, Building 3, Suite 321 Henderson, Nevada 89014 (Address of principal executive offices) Issuer's Telephone Number: (702) 458-4153 Securities to be registered under Section 12(b) of the Act: Title of each class to be so registered: n/a Name of exchange on which each class is to be registered: n/a Securities to be registered under Section 12(g) of the Act: Common Stock, par value $.03 per share INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1 - DESCRIPTION OF BUSINESS GENERAL Blini Hut, Inc., formerly Bargain Products, Inc. (the "Company") was organized as a Nevada corporation on April 6, 1995. The Company was engaged in the business of selling low cost consumer products at the retail level through its wholly owned subsidiary, Dollar Mania, Inc., from June 1995 through September 1996. Dollar Mania was unable to financially support its rapid expansion and in order to protect its assets filed chapter 11 bankruptcy on March 28, 1996.Because the company's obligations were far in excess of its assets, after a number of months of review, examination, and discussions between major creditors, the bankruptcy trustee, the company's bankruptcy counsel, and its corporate counsel, the company decided to spin off its wholly owned subsidiary, Dollar Mania, by transferring all of the issued and outstanding common stock of Dollar Mania to the Bankruptcy Trustee. The Chapter 7 Bankruptcy proceedings are still pending, therefore, no final disposition of the bankruptcy proceedings exist. The Company has been inactive without operations since September 1996, but on May 18, 1999 the Company changed its name to Blini Hut, Inc., and now intends to engage in the marketing and distribution of various specialty Eastern/European fast food restaurants. The Company proposes to develop specialty Eastern/European fast foods restaurants through creating company owned restaurants and through franchising. The Company has no current operations in the marketing and development of specialty foods or fast food restaurants, and current management has no experience in this line of business. PRINCIPAL MARKETS AND PRODUCTS The principal market at this time is proposed to be in the New York Metropolitan area. The products are specialty Eastern/European foods which will be sold through fast food restaurants. The Company has no existing committments related to opening new restaurants nor has the Company sought to market its proposed business to potential franchisees at this time. The Company hopes to be able to open restaurants and/or engage in franchising efforts during the first quarter of 2000. METHODS OF DISTRIBUTION The Company proposes to expand through development of company owned stores and franchising in ethnic quick serve restaurants. The Company has no existing commitments relating to opening new restaurants, nor has the Company sought to market its proposed business to potential franchises. SUPPLIERS The Company will be supplied by food wholesalers in the New York Metropolitan area. COMPETITION The market for the establishment of specialty Eastern/European fast food restaurant operations is expanding. The company will be at a disadvantage with other companies having larger technical staffs, established market shares and greater financial and operational resources than the company. There can be no assurance that the Company will be able to successfully compete. YEAR 2000 ISSUES AND DISCLOSURE Management has determined that the issues/problems associated with the 'Year 2000' computer bug will not have a material effect on the Company's business, results of operations, or financial condition. The Company does not own, lease, or operate any equipment at this time. Management will use precaution in the future when purchasing equipment to make sure it meets any and all compliance standards. Although management deems it highly improbable, a risk associated with the Y2K issue would be that vendors who supply products to the Company could be affected, and thereby could affect its operations. Although The company is not currently operating, it plans to commence operations in the first quarter of 2000. Transportation could be affected which could cause us to receive supplies late, and could cease or slow operations, resulting in a detrimental effect on the Company. SEASONALITY The Company is not measurably affected by a seasonal trend. EMPLOYEES The Company has no employees at this time. Upon initial operations, the Company anticipates that it will need five employees to develop menus, find and secure site locations, negotiate leases, design layout of restaurants, set up operational procedures and develop training guidelines for future employees. The Company proposes to have five employees upon initial operation and expects that it will require eight to ten employees per restaurant. The company plans to open five restaurants during the year 2000. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION GENERAL Blini Hut, Inc, formerly Bargain Products, Inc., (the "Company") was organized as a Nevada corporation on April 6, 1995. The Company was engaged in the business of selling low cost consumer products at the retail level through its wholly owned subsidiary of Dollar Mania from June 1995 through September 1996. The Company has been inactive without operations since September 1996. May 18, 1999 the Company changed its name to Blini Hut, Inc., and now intends to engage in the marketing and distribution of various Eastern/European specialty food through fast food restaurants. The Company has entered into an agreement to acquire Troika Food, Inc., a Delaware Corporation ("Troika") which currently has no business operations but plans to market and distribute various specialty foods through fast food restaurants. ACQUISITION On April 10, 1999, the Company entered into an agreement with the shareholders of Troika to issue them 6,000,000 shares of common stock in exchange for all the outstanding shares of common stock of Troika, which made Troika a wholly owned subsidiary of the Company. Troika has no business operations at this time but plans to open and operate specialty fast food restaurants focusing on Eastern/European menus. The Blini Hut/Troika acquisition was negotiated by the shareholders of Troika and the management of Blini Hut and their counsel. The consideration of stock issued was negotiated by the above parties based upon an arrangement whereby six Bargain Products shares were issued for each of the Troika shares. The Troika shares were valued higher based on the management expertise of Troika in the Eastern European fast food business. With regards to the issuance of these shares, Blini Hut is relying on the exemptions of Regulation D and Section 4(2) of the Securities Act of 1933. Blini Hut has not had any revenues from operations in each of the last two fiscal years. The Company plans to open 5 restaurants during the year 2000, at a cost of approximately $200,000 per restaurant, which amount is anticipated to be expended in the following manner: Initial Lease Payments...................$40,000 (including 3mo. security dep.) Leasehold Improvements...................$50,000 Equipment................................$80,000 Inventory................................$10,000 Advertising/Promotions...................$20,000 ========== TOTAL...................$200,000 The cost of opening a restaurant may vary depending on location, price of rent, condition of structure and existing equiment. The company does not have sufficient capital at this time to open any restaurants, but anticipates raising capital for its restaurant operations through public and/or private financing either through stock offerings or loans from private parties. There is no assurance that the Company will be successful in raising capital for its restaurant operations. The Company may also consider leasing its restaurant equipment. The Company may also consider acquiring other quick serve operations and convert them to Eastern Euorpean fast food specialty restaurants. Acquisitions may be made through a combination of stock and cash. The Company has no agreements to acquire other quick serve restaurants at this time. ITEM 3-DESCRIPTION OF PROPERTY The Company does not own or lease any property at this time but is using without charge the office address of its President for mailing purposes only. Using the address has no intrinsic value and is done as a convenience to the President of the Company. The mailing address is 4739 49th St., telephone no. (718) 784-3344. ITEM 4-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following tables sets forth, as of the March 15, 1999 Offering Memorandum, the outstanding shares of common Stock of the company owned of record or beneficially by each person who owned of record, or was known by the Company to own beneficially, more than 5% of the Company's Common Stock, and the name and share holding of each officer and director and all officers and directors as a group. Title of Class Name & Address Amount & Nature Percent of Class of Beneficial Owner(1) of Beneficial Owner(1) ______ ____________________ ______________________ _____________ Common Simon Kublanov 1,800,000 20% 2675 York Ave. #1614 NYC,NY 10128 Common Leonid Kuvykin 4,200,000 46.6% 1222 Ave. Y Brooklyn, NY 11235 Common Dimitri Gratchev 500,000 5.5% 42A Altvfevskoe Shsse#74 Moscow, Russia 127566 Common Max Tanner 496,000 5.5% 2950 E. Flamingo Rd. Ste.G Las Vegas, Nevada 89121 CHANGES IN CONTROL Now that the agreement to acquire Troika Foods, Inc. has been consumated, Mr. Simon Kublanov, a principle shareholder of Troika, owns 1,800,000 shares or 20% of Blini Hut and Leonid Kuvykin, also a principle shareholder of Troika owns 4,200,000 shares of Blini Hut, or 46.6%. ITEM 5-DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS The following table sets forth certain information with respect to each of the Directors, Executive Officers of the Company, their ages, and all positions with the Company. Name Age Position ___________________________ _______ ______________________________ Simon Kublanov (1) 58 President & CEO 2675 York Ave. #1614 NYC,NY 10128 Leonid Kuvykin (1) 49 Secretary/Treasurer 1222 Ave. Y Brooklyn, NY 11235 ____________________ Simon Kublanov, age 58, is president of Blini Hut and co-founder of the Troika Food, Inc. Mr Kublanov obtained a B.S. degree in economics and in Russian cuisine from the University of Food Industry and Trade, St. Petersburg, Russia, in 1962. From 1993 to present, Mr. Kublanov was the founder of Da Pie, Russian Chef, and Rush'n Express all of which have focused on Russian fast food. From 1984 to 1987, Mr. Kublanov founded "k's Fried Chicken". From 1962 to 1984 Mr. Kublanov worked in a number of restaurants both in the U.S. and Russia in management and chef capacities. Leonid Kuvykin, age 49, is secretary, treasurer, director of Blini Hut and a co-founder of Troika Food,Inc. Mr. Kuvykin received a B.S. in business administration and an associates degree in Economics from the college of trade and marketing, Ukraine. From October of 1997 to the present, Mr. Kuvykin also serves as a member of the board to Russian Chef, Inc. Mr. Kuvykin from 1979 until 1987 has been involved with several transportation businesses most of which were franchise based. In 1979, Mr. Kuvykin immigrated to the United States from Odessa, Ukraine where from 1971 until 1978 he held several management positions in government owned food businesses. FAMILY RELATIONSHIPS Not applicable. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS To the best of management's knowledge, during the past five years, no present or former director or executive officer of the company: (1) Has filed a petition under federal bankruptcy laws or any state insolvency law, had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; (2) Was convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and other minor offences); (3) Was the subject of any order judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from otherwise limiting his involvement in any type of business, securities or banking activities; or (4) Was found by a court of competent jurisdiction in a civil action, by the Securities and Exchange Commodity Futures Trading Commission to have violated any federal or state securities law. ITEM 6-EXECUTIVE COMPENSATION Any compensation received by officers or directors of the Company will be determined from time to time by the board of Directors. Name and Principal All other Position Compensation Year ________________________ ___________ ________ Simon Kublanov - (1) 0 1999 Leonid Kuvykin -(2) 0 1999 ________________ OPTION/SAR GRANTS None AGGREGATE OPTIONS/SAR EXERCISES AND FISCAL YEAR END OPTION/SAR VALUE TABLE None LONG TERM INCENTIVE PLANS None COMPENSATION OF DIRECTORS None EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS None ITEM 7 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Each of the officers and directors of the Company are engaged in other businesses, either individually or through partnerships and corporations in which they have an interest, hold an office or serve on boards of directors. Certain conflicts of interest may arise between the Company and its officers and directors. Messrs Kublanov and Kuvykin are the owners and operators of Russian Chef, a privately owned company which makes and distributes private labeled food for gourmet food stores in New York City. Upon completing the acquisition of Troika, there may be potential conflicts with Russian Chef in supplying food to gourmet food stores as well as to Blini Hut's restaurants particularly should there be a shortage of some food items. There may also be a conflict with the time in which messrs Kublanov and Kuvykin have to devote to the Company as a result of their time committment to Russian Chef. The Company has retained one of the shareholders, Max C. Tanner, as legal counsel in connection with the preparation of the offering memorandum for the May, 1995 securities offering and paid him $24,000 for those services and $5,000 for other legal services rendered to the Company. The Company retained Max C. Tanner as legal counsel in connection with the on going legal services required by the Company. The total amount due for those services was $21,561 for the years 1995 and 1996. In December of 1996, the Company issued to Mr. Tanner 1,000,000 shares of common stock as payment for those services. Those services were valued at $.021561 per share or $21,561. The Company retained one of its shareholders, again Mr. Max Tanner, as legal counsel in connection with a proposed securities offering and other legal matters during 1998. The proposed securities offering was abandoned. The legal fees incurred by the Company of $49,500 for preparation of the offering memorandum and other legal services was paid by issuing 495,000 shares of its common stock for these services which were valued at $.10 per share or $49,500. The Company will attempt to resolve any such conflicts of interest in favor of the Company. An attempt will be made to resolve any conflicts by bringing such conflicts to the attention of independent board members or advisors. In addition, any such conflicts may be raised at any annual or special meeting of the Shareholders. The officers and directors of the company are accountable to it and its shareholders as fiduciaries, which requires that such officers and directors exercise good faith and integrity in handling the Company's affairs. A Shareholder may be able to institute legal action on behalf of the Company or on behalf of itself and all other similarly situated shareholders to recover damages or for other relief in cases of the resolution of conflicts in any manner prejudicial to the Company. TRANSACTIONS BETWEEN THE COMPANY AND MANAGEMENT None ITEM 8-LEGAL PROCEEDINGS The Company is not a party to any material pending legal proceedings and, to the best of its knowledge, no such action by or against the Company has been threatened. None of the Company's officers, directors, or beneficial owners of 5% or more of the Company's outstanding securities is a party adverse to the Company nor do any of the foregoing individuals have a material interest adverse to the Company. ITEM 9-MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTER MARKET INFORMATION The Company's common stock is traded on the Pink Sheets under the symbol "BHUT". The 52 week high is 6 1/2 and the 52 week low is 1/32. The approximate last 90 day period from Aug 17, 1999 to November 10,1999 has a high of 6 1/2 and a low of 4 3/4. STOCKHOLDERS The Company's transfer agent, Silver State Registrar and Transfer Corporation, confirms that as of September 9, 1999, there are approximately 300 shareholders of record for the Company including those shares held in street name. DIVIDENDS The payment by the company of dividends, if any in the future, rests within the discretion of its Board of Directors and will depend among other things, upon the Company's earning, its capital requirements and its financial condition, as well as other relevant factors. The company has not paid or declared any dividends to date due to its present financial status. ITEM 10 - RECENT SALES OF UNREGISTERED SECURITIES On March 25, 1999, the company sold three million shares of common stock to approximately thirty shareholders at $.03 per share pursuant to an Offering Memorandum dated March 25, 1999. The shares were offered pursuant to an exemption from Registration under Regulation D Rule 504. The following is a list of shareholders who purchased in this offering: Shareholder Date Type of Number of Security Shares _____________________________________________________________________________ Alexandre Bardeev 4/6/99 Common Stock 76,666 Natalia Belogourova 4/6/99 Common Stock 103,333 Nataliy Bobkova 4/6/99 Common Stock 70,000 Lidiy Butova 4/6/99 Common Stock 42,667 Dana Fedrova 4/6/99 Common Stock 33,333 Nataliya Gerasina 4/6/99 Common Stock 60,000 Tanya Gerosimeko 4/6/99 Common Stock 53,333 Irina Goncharova 4/6/99 Common Stock 116,667 Vadim Gratchev 4/6/99 Common Stock 16,666 Tamara Gratcheva 4/6/99 Common Stock 116,000 Viatchesiav, Ivanov 4/6/99 Common Stock 79,000 Andrey Kagramanov 4/6/99 Common Stock 100,000 Andrey Kuvichinsky 4/6/99 Common Stock 93,333 Maria Kuznetsova 4/6/99 Common Stock 65,666 Tatiana Lapina 4/6/99 Common Stock 116,667 Maxim Lavrov 4/6/99 Common Stock 38,333 Dimitry Nazarov 4/6/99 Common Stock 63,333 Alexandr Obukov 4/6/99 Common Stock 96,666 Margo Petrunina 4/6/99 Common Stock 53,333 Galina Ratner 4/6/99 Common Stock 63,666 Mark Ratner 4/6/99 Common Stock 70,000 Irina Romanova 4/6/99 Common Stock 83,333 Kapitolina Smirnova 4/6/99 Common Stock 75,000 Max Tanner 4/6/99 Common Stock 495,000 Viarkov Valeriy 4/6/99 Common Stock 80,000 Total Number of Investors: 25 On September 1, 1997, the Company sold Kristine Gornichec 50,000 shares of common stock at $.01 per share pursuant to an exemption from Registration under Section 4(2) of the Securities Act of 1933. After taking into account a 1 for 10 reverse stock split on April 10, 1998, these 50,000 shares are currently only 5,000 shares. ITEM 11-DESCRIPTION OF SECURITIES The authorized capital stock of the Company consists of 10,000,000 Shares of Common Stock. The holders of Common Stock (i) have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution or winding up of the affairs of the Company; (iii) do not have preemptive subscription or conversion rights and there are no redemption or sinking fund applicable thereto; and (iv) are entitled to one non-cumulative vote per share, on all matters which shareholders may vote on at all meetings of shareholders. NON-CUMULATIVE VOTING Holders of Shares of Common Stock of the Company do not have cumulative voting rights which means that the holders of more than 50% of such outstanding Shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining Shares will not be able to elect any of the Company's directors. ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS A. Indemnification provided by statute: Sections 78.037, 78.295, 78.300, 78.7502, 78.751 and 78.752 of the Nevada Revised Statutes offer limitation of liability protection for officers and directors and/or indemnification protection of officers, directors, employees and agents of the Company, and provide as follows: NRS 78.037. Articles of incorporation: Optional provision. The articles of incorporation may also contain: 1. A provision eliminating or limiting the personal liability of a director or officer to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but such a provision must not eliminate or limit the liability of a director or officer for: (a) Acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law; or (b) The payment of distributions in violation of NRS 78.300. 2. Any provision, not contrary to the laws of this state, for the management of the business and for the conduct of the affairs of the corporation, and any provision creating, defining, limiting or regulating the powers of the corporation or the rights, powers or duties of the directors, and the stockholders, or any class of the stockholders, or the holders of bonds or other obligations of the corporation, or governing the distribution or division of the profits of the corporation. NRS 78.295. Liability of directors for declaration of distributions. A director is fully protected in relying in good faith upon the books of account of the corporation or statements prepared by any of its officials as to the value and other facts pertinent to the existence and amount of money from which distributions may properly be declared. NRS 78.300. Liability of directors for unlawful distributions. 1. The directors of a corporation shall not make distributions to stockholders except as provided by this chapter. 2. In case of any willful or grossly negligent violation of the provisions of this section, the directors under whose administration the violation occurred, except those who caused their dissent to be entered upon the minutes of the meeting of the directors at the time, or who not then being present caused their dissent to be entered on learning of such action, are jointly and severally liable, at any time within 3 years after each violation, to the corporation, and, in the event of its dissolution or insolvency, to its creditors at the time of the violation, or any of them, to the lesser of the full amount of the distribution made or of any loss sustained by the corporation by reason of the distribution to stockholders. NRS 78.7502. Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions. 1. A corporation may indemnify any person who was or is a party of is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses,including attorneys fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. 2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue of matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. 3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys fees, actually and reasonably incurred by him in connection with the defense. NRS 78.751. Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses. 1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) By the stockholders; (b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. 2. The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law. 3. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: (a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. (b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. NRS 78.752. Insurance and other financial arrangements against liability of directors, officers, employees and agents. 1. A corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses. 2. The other financial arrangements made by the corporation pursuant to subsection 1 may include the following: (a) The creation of a trust fund. (b) The establishment of a program of self-insurance. (c) The securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation. (d) The establishment of a letter of credit, guaranty or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court. 3. Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by the corporation or any other person approved by the Board of Directors, even if all or part of the other person stock or other securities is owned by the corporation. 4. In the absence of fraud: (a) The decision of the board of directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this section and the choice of the person to provide the insurance or other financial arrangement is conclusive; and (b) The insurance or other financial arrangement: (1) Is not void or voidable; and (2) Does not subject any director approving it to personal liability for his action, even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement. 5. A corporation or its subsidiary which provides self-insurance for itself or for another affiliated corporation pursuant to this section is not subject to the provisions of Title 57 of NRS. B. Indemnification provided by the Articles of Incorporation The NINTH article of the Company's Articles of Incorporation limits the liability exposure of officers and directors of the Company for damages. It provides as follows: No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director of officer; provided however, that the foregoing provision shall not eliminate or limit the liability or a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts of omissions prior to such repeal or modification. C. Indemnification provided by the By-Laws of the Company Article VII, INDEMNIFICATION, of the Company's By-Laws provides for the following indemnification protections: Except as hereinafter stated otherwise, the Corporation shall indemnify all of its officers and directors, past, present and future, against any and all expenses incurred by them, and each of them including but not limited to legal fees, judgments and penalties which may be incurred, rendered or levied in any legal action brought against any or all of them for or on account of any act or omission alleged to have been committed while acting within the scope of their duties as officers or directors of this Corporation. As of the date hereof, the Company has no contracts in effect providing any indemnitee with any specific rights of indemnification although the Company's bylaws authorize its Board of Directors to enter into and deliver such contracts to provide an indemnitee with specific rights of indemnification in addition to the rights provided in the Articles and Bylaws to the fullest extent provided under Nevada law. The Company has no special insurance against liability although the Company's Bylaws provide that the Company may, unless prohibited by Nevada law, maintain such insurance. ITEM 13. FINANCIAL STATEMENTS AUDITED FINANCIAL STATEMENTS BLINI HUT, INC. INDEX - ----- PAGE INDEPENDENT AUDITORS' REPORT F2 BALANCE SHEETS F3 STATEMENTS OF OPERATIONS F4 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY F5 STATEMENTS OF CASH FLOWS F6-F7 NOTES TO FINANCIAL STATEMENTS F8-F15 F1 KEMPISTY & COMPANY CERTIFIED PUBLIC ACCOUNTANTS, P.C. 15 MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 - FAX (212) 513-1930 INDEPENDENT AUDITORS' REPORT The Board of Directors Blini Hut, Inc. We have audited the consolidated balance sheets of Blini Hut, Inc. as of December 31, 1999 and 1998 and the related statements of operations, shareholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management.Our responsibility is to express an opinion on these finnancial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Blini Hut, Inc. as of December 31, 1999 and 1998 and the results of its' operations and cash flows for the years then ended in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 11 conditions exist which raise substantial doubt about the Company's ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations. Management's plan regarding these matters is also described in Note 11. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Kempisty & Company Certified Public Accountants PC New York, New York March 30, 2000 F2 BLINI HUT, INC. BALANCE SHEETS December 31, December 31, 1999 1998 ASSETS Current Assets Cash $ 3,896 $ 7,540 Accounts receivable (Note 4) 45,000 4,613 Inventory (Note 5) 30,000 20,000 Total Current Assets 78,896 32,153 Plant Property and Equipment-at cost 314,063 285,203 Less: Accumulated Depreciation (Note 6) 97,416 56,924 216,647 228,279 Other Assets Security deposit 49,660 784 TOTAL ASSETS $ 345,203 $ 261,216 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities 8% Demand note payable $ 50,000 $ - Current portion of equipment loan (Note 7) 2,918 2,438 Current portion of capital leases payable 21,842 9,404 Accounts payable and accrued expenses 80,175 27,092 Payroll tax payable 2,095 3,701 Total Current Liabilities 157,030 42,635 Commitments and contingencies (Note 10) - - Long Term Liabilities Equipment loan less current portion (Note 7 6,282 9,200 Capitalized leases less current portion 25,786 16,847 TOTAL LIABILITIES 189,098 68,682 Stockholders' Equity Capital stock (10,000,000 shares authorized, $0.01 par value, 9,508,461 and 508,461 issued and outstanding, respectively) (Note 9) 95,085 5,085 Capital in excess of par value 773,288 603,488 Deficit (712,268) (416,039) Total Stockholders' Equity 156,105 192,534 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 345,203 $ 261,216 See Notes to Financial Statements. F3 BLINI HUT, INC. STATEMENTS OF OPERATIONS For the Year Ended December 31, 1999 1998 Sales revenues $ 674,094 $ 452,586 Cost of sales 529,843 199,590 Gross profit 144,251 252,996 General selling and administrative expenses 440,480 353,053 Loss from operations (296,229) (100,057) Other income and expenses - - Loss before income tax (296,229) (100,057) Provision for income tax (Note 8) - - Net loss $ (296,229)$ (100,057) Basic and diluted loss per common share $ (0.09)$ (0.41) Basic and diluted weighted average shares outstanding 3,294,762 242,653 See Notes to Financial Statements. F4 BLINI HUT, INC. STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Common Stock Capital In ($0.01) Par Value Excess Of Shares Amount Par Value Deficit Total Balance January 1, 1998 13,461 $ 135 $ 558,938 $ (315,982)$ 243,091 Shares issued for legal services to Related Party 495,000 4,950 44,550 - 49,500 Loss for year ended December 31, 1998 - - - (100,057) (100,057) Balance December 31, 1998 508,461 5,085 603,488 (416,039) 192,534 Sale of common stock 3,000,000 30,000 60,000 - 90,000 Offering cost - - (10,200) - (10,200) Shares issued for merger with Troika Food, Inc. 6,000,000 60,000 120,000 - 180,000 Loss for year ended December 31, 1999 - - - (296,229) (296,229) Balance December 31, 1999 9,508,461$ 95,085 $ 773,288 $ (712,268)$ 156,105 See Notes to Financial Statements. F5 BLINI HUT, INC. STATEMENTS OF CASH FLOWS For the Year Ended December 31, 1999 1998 Operating Activities Net (loss) $ (296,229)$ (100,057) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Depreciation and amortization 40,492 36,499 Expenses not requiring the use of cash 168,605 10,863 Common stock issued for services-related party - 49,500 (Increase) decrease in accounts receivable (40,387) 6,595 (Increase) in inventory (10,000) (5,000) Increase in accounts payable and accruals 51,477 7,765 Net cash provided (used) by operating activitie (86,042) 6,165 Investing Activities Purchase of fixed assets (28,860) (27,056) (Increase) in security deposits (48,876) (784) Net cash (used) by investing activities (77,736) (27,840) Financing Activities Increase in capitalized leases 28,860 26,936 Sale of common stock 90,000 - Increase in demand notes payable 50,000 - (Payment) for equipment loans (2,438) (2,036) (Payment) for capitalized leases (6,288) (685) Net cash provided by financing activities 160,134 24,215 Increase (decrease) in cash (3,644) 2,540 Cash at beginning of period 7,540 5,000 Cash at end of period $ 3,896 $ 7,540 Supplemental Disclosures of Cash Flow Information: Cash paid during year for: Interest $ 10,569 $ 3,045 Income taxes $ 2,073 $ - See Notes to Financial Statements. F6 BLINI HUT, INC. STATEMENTS OF CASH FLOWS (continued) For the Year Ended December 31, 1999 1998 Supplemental Disclosures of Cash Flow Information Non-cash investing and financing activities: Issuance of common stock to a shareholder for legal services $ - $ 49,500 Issuance of common stock for Troika Food, I$ 180,000 $ - See Notes to Financial Statements. F7 BLINI HUT, INC. NOTES TO FINANCIAL STATEMENTS December 31, 1999 and 1998 Note 1- ORGANIZATION AND OPERATIONS The Company was incorporated as Bargain Products, Inc. in the State of Nevada on April 6, 1995. The Company was engaged in the business of selling low cost consumer products at the retail level through a wholly owned subsidiary until September, 1996. On March 28, 1996 the wholly owned subsidiary filed for the protection of Chapter 11 of the Bankruptcy Code. In September, 1996 the Company off its wholly owned subsidiary to the wholly owned subsidiary's creditors as part of the bankruptcy settlement. On May 18, 1999 the Company changed its name to Blini Hut, Inc. On December 2, 1999 the Company merged with Troika Food, Inc. ("Troika") in exchange for 6,000,000 shares of the Company's common stock. Troika Food, Inc. operates a wholesale Eastern European food preparation business selling to gourmet food stores and delicatessens. In January, 2000 the Company opened a quick serve restaurant to sell its Eastern European foods. Note 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiary, Troika Food, Inc. All significant intercompany transactions and balances have been eliminated in consolidation. For accounting purposes, the acquisition has been treated as an acquisition of the Company by Troika and as a recapitalization of Troika. The historical financial statements prior to December 2, 1999 are those of Troika giving effect to the acquisition as if the acquisition took place on May 1, 1997. Revenue Recognition Revenues are recorded at the time of shipment of products or performance of services. Reverse Stock Split The Company's Board of Directors effected a 1 for 10 reverse stock split of its common stock $0.01 par value on April 10, 1998. All shares and per share amounts in the accompanying financial statements have been retroactively adjusted to reflect the stock splits. F8 BLINI HUT, INC. NOTES TO FINANCIAL STATEMENTS December 31, 1999 and 1998 Note 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less at acquisition to be cash equivalents. Inventories Inventories are stated at the lower of cost determined by the FIFO method, or market. Depreciation and Amortization The cost of furniture and equipment and capitalized leased assets is depreciated over the estimated useful lives of the related assets. The cost of leasehold improvements is amortized over the lesser of the length of the related lease (10 years) or the estimated useful life of the assets. Depreciation is computed on a straight line basis (7 years) for financial reporting purposes and on an accelerated basis for income tax purposes. For income tax purposes, leasehold improvements are amortized in accordance with Internal Revenue Service regulations. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, demand notes payable, accounts payable and accrued liabilities are reflected in the financial statements at fair value because of the short-term maturity of these instruments. Comprehensive Income Effective January 1, 1998 the Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS No. 130"). SFAS No. 130 requires an entity to report comprehensive income and its components and increases financial reporting disclosures. This standard has no impact on the Company's financial position, cash flows or results of operations since the Company's comprehensive income is the same as its reported net income for 1999 and 1998. F9 BLINI HUT, INC. NOTES TO FINANCIAL STATEMENTS December 31, 1999 and 1998 Note 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Income Taxes The Company previously adopted Statement of Financial Accounting StandardsNo. 109, "Accounting for Income Taxes", ("SFAS No.109") which requires the assetand liability method of accounting for income taxes. Enacted statutory tax rates are applied to temporary differences arising from the differences in financial statement carrying amounts and the tax basis of existing assets and liabilities. Due to the uncertainty of the realization of income tax benefits, (Note 8), the adoption of SFAS No. 109 had no effect on the financial statements of the Company. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents, most of which are maintained in high-quality financial institutions. The Company extends credit to various customers and establishes an allowance for doubtful accounts for specific customers that it determines to have significant credit risk. The Company provides allowances for potential credit losses when necessary. Net (Loss) Per Share During 1998 the Company adopted SFAS No. 128, "Earnings Per Share", which requires the reporting of both basic and diluted earnings per share. Net income per share-basic is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Fully diluted loss per share has not been disclosed as it is anti-dilutive. The weighted average number of common shares outstanding used in the computation of net loss per share has been adjusted to give effect for the 1 for 10 reverse stock split of April 10, 1998. Note 3- RELATED PARTY TRANSACTIONS The Company rents space from a corporation owned by the officers of the Company. The rent was $102,000 for 1999 and $102,000 for 1998. In 1998, the Company issued 495,000 shares of its common stock $0.01 par value per share for legal services to a shareholder. The value of the common stock issued was $49,500. In 1999, the Company paid $35,200 to a shareholder for legal services of which $10,200 was charged to offering cost which is a reduction of capital in excess of par value. F10 BLINI HUT, INC. NOTES TO FINANCIAL STATEMENTS December 31, 1999 and 1998 Note 4- ACCOUNTS RECEIVABLE December 31, 1999 1998 Trade receivables $ 47,647 $ 4,613 Less allowance for uncollectable accoun 2,647 - $ 45,000 $ 4,613 Note 5- INVENTORY December 31, 1999 1998 Work in progress $ - $ - Raw materials 6,409 4,145 Finished goods 36,295 24,425 42,704 28,570 Provision for obsolete inventory (12,704) (8,570) $ 30,000 $ 20,000 Note 6- PROPERTY AND EQUIPMENT Equipment and leasehold consists of the following: December 31, 1999 1998 Equipment $ 181,738 $ 181,738 Capitalized leases 55,916 27,056 Leasehold improvements 76,409 76,409 314,063 285,203 Less: Accumulated depreciation and amortization: Equipment 70,457 43,531 Capitalized leases 7,859 1,933 Leasehold improvements 19,100 11,460 97,416 56,924 $ 216,647 $ 228,279 Note 7- EQUIPMENT LOANS - LONG TERM Long term debt consists of the following: December 31, 1999 Installment loan $ 9,200 Less current portion 2,918 $ 6,282 F11 BLINI HUT, INC. NOTES TO FINANCIAL STATEMENTS December 31, 1999 and 1998 Note 7- EQUIPMENT LOAN - LONG TERM (continued) The installment loan payable to a finance company is secured by equipment and is payable in monthly installments of $360, which include principal and interest through September 2004. The interest rate on the loan is 17.4%. As of December 31, 1999 the maturities for long term debt are as follows: Year Amount 2000 $ 2,918 2001 3,492 2002 2,790 $ 9,200 Note 8- INCOME TAXES The provision (benefit) for income taxes consists of the following: Year ended December 31, 1999 1998 Current: Federal tax expense $ (56,800) $ (11,600) State tax expense (8,400) (1,700) Deferred: Federal tax expense 56,800 11,600 State tax expense 8,400 1,700 $ 0 $ 0 A reconciliation of differences between the statutory U.S. federal income tax rate and the Company's effective tax rate are as follows: Year ended December 31, 1999 1998 Statutory federal income tax 34% 34% State income tax-net of federal benefit 5% 5% Valuation allowance -39% -39% 0% 0% The components of deferred tax assets and liabilities were as follows: December 31, 1999 1998 Deferred tax assets: Net operating loss carryforward $ 55,400 $ 0 Total deferred tax assets 55,400 0 Valuation allowance (55,400) 0 Net deferred tax assets $ 0 $ 0 F12 BLINI HUT, INC. NOTES TO FINANCIAL STATEMENTS December 31, 1999 and 1998 Note 8- INCOME TAXES (continued) SFAS No. 109 requires a valuation allowance to be recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. At December 31, 1999, a valuation allowance for the full amount of the net deferred tax asset was recorded because of continuing losses and uncertainties regarding the amount of taxable income that would be generated in future years. The Company recognized losses for the years December 31, 1999 and 1998. The amount of available net operating loss carryforwards is approximately $138,000 for 1999. If the net operating loss carryforwards are not utilized, they will expire in the year 2014. The use of these carryforwards is subject to limitations imposed by the Internal Revenue Service in the event of a change in control of the Company. Note 9- COMMON STOCK On April 10, 1998, the Company effected a one for ten reverse stock split of its $.001 par value common stock, decreasing the authorized common stock from 10,000,000 shares, to 1,000,000 shares and changed the par value of the common stock from $.001 per share to $.10 per share. All references to number of shares, and to per share information in the financial statements have been adjusted to reflect the stock split. On May 2, 1998, the Company increased the authorized common stock $.10 par value to 10,000,000 shares. On March 24, 1999, the Company amended its articles of incorporation to change the par value of its common stock from $0.10 to $0.01 per share. During 1998, the Company issued 495,000 shares of its common stock to a shareholder for legal services in connection with the preparation of an offering memorandum and other corporate matters. These shares were valued at $.10 per share for a total of $49,500 that was charged to operations. On March 25, 1999, the Company sold to unrelated third parties, under Rule 504 of the Securities and Exchange Act of 1933, as amended, 3,000,000 shares of $.01 par value common stock for $.03 per share for net proceeds of $90,000. The Company paid $10,200 to a shareholder for legal fee which was charged to Capial in excess of par as offering cost. On December 2, 1999, the Company exchanged 6,000,000 shares of its common stock, $0.01 par value for 100% of the common stock of Troika Food, Inc. The Company valued the 6,000,000 shares of its common stock at $0.03 per share. Troika business assets and liabilities were recorded at carryover basis except that equipment and leasehold improvements as well as accumulated depreciation and amortization were restated. The value of the common stock was based upon both current market prices at the time the shares were issued and whether the shares were restricted. (No discount for restricted common stock was taken). F13 BLINI HUT, INC. NOTES TO FINANCIAL STATEMENTS December 31, 1999 and 1998 Note 10-COMMITMENTS AND CONTINGENCIES In 1998, the Company entered into a lease agreement with a related party for office, warehouse and kitchen space which expires in the year 2004. In addition in 1999 the Company entered into a store lease agreement which expires in the year 2010. Rent expense for the Company for both leases for 1999 and 1998 was approximately $110,000 and $102,000, respectively. The Company entered into capitalized leases in 1999 and 1998 which require future minimum lease payments. The remaining commitments under the operating and capitalized leases are approximately as follows: The Company entered into capitalized leases in 1999 and 1998 which require future minimum lease payments. Capitalized Operating Equipment Year Leases Leases 2000 $ 204,000 $ 10,000 2001 207,000 13,000 2002 210,000 13,000 2003 213,000 4,000 2004 220,000 2,000 Next five years 628,000 - Balance to maturity 22,000 - $ 1,704,000 $ 42,000 Note 11-GOING CONCERN MATTERS The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements for the years ended December 31, 1999 and 1998, the Company incurred losses of $296,229 and $100,057, respectively, and has not made a profit in any year since its inception. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to its obligations on a timely basis and to obtain additional financing as may be required to ultimately attain profitability. The Company is also actively pursuing additional equity financing through stock sales. (See Note 12) F14 BLINI HUT, INC. NOTES TO FINANCIAL STATEMENTS December 31, 1999 and 1998 Note 12-SUBSEQUENT EVENTS In January 2000, the Company and a private investor entered into a stock subscription agreement whereby the investor will purchase 235,294 restricted shares of the Company's $.01 par value common stock for a total of $1,000,000 or approximately $4.25 per share. In January, 2000 the Company received the initial deposit of $100,000 required by the agreement. The balance is due December, 2000. The common shares sold will be held in escrow until the transaction is closed upon the receipt of the additional $900,000 due the Company. On January 24, 2000, the Company opened its first quick-serve Eastern/European restaurant in New York City. BARGAIN PRODUCTS, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS December 31, 1998 TABLE OF CONTENTS Page Number ----------- ACCOUNTANT'S REPORT........................................1 FINANCIAL STATEMENT: Balance Sheet.........................................2 Statement of Operations and Deficit Accumulated During the Development Stage..............3 Statement of Changes in Stockholders' Equity..........4 Statement of Cash Flows...............................5 Notes to the Financial Statements....................6-8 DAVID E. COFFEY 3651 Lindell Rd. - Suite H Las Vegas, NV 89103 CERTIFIED PUBLIC ACCOUNTANT (702) 871-3979 To the Board of Directors and Stockholders of Bargain Products, Inc. Las Vegas, Nevada I have audited the accompanying balance sheet of Bargain Products, Inc. (a development stage company) as of December 31, 1998 and the related statements of operations, changes in stockholders' equity and cash flows for the period from April 6, 1995 (date of inception) to December 31, 1998. These financial statements are the responsibility of Bargain Products Inc.'s management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with generally accepted audited standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit of the financial statements provide a reasonable basis for my opnion. In my opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Bargain Products, Inc. as of December 31, 1998 and the results of operations, cash flows and changes in stockholders' equity for the year then ended in conformity with generally accepted accounting principles. /s/ DAVID COFFEY C.P.A. David Coffey C.P.A. Las Vegas, Nevada June 2, 1999 BARGAIN PRODUCTS, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET December 31, 1998 ASSETS Cash $ 100 Organizational costs less accumulated amortization of $375 125 ----- Total Assets $ 225 ===== LIABILITIES & STOCKHOLDERS' EQUITY Accounts payable $ 100 ----- Total Liabilities 100 Stockholders' Equity Common stock, authorized 10,000,000 shares at $.10 par value, issued and outstanding 508,461 shares 50,843 Additional paid-in capital 1,629,676 Deficit accumulated during the development stage (1,680,394) ----- Total Stockholders' Equity 125 Total Liabilities and Stockholders' Equity $ 225 ===== The accompanying notes are an integral part of these financial statements. -2- BARGAIN PRODUCTS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS AND DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE FOR THE YEAR ENDED December 31, 1998 (With Cumulative Figures From Inception) From Inception January 1, 1998 April 6, 1995 To December 31, 1998 To Dec. 31, 1998 ----------------- ---------------- Income $ 0 $ 0 Expenses Amortization 100 375 Bank Charges 258 1,278 Consulting 0 216,200 Licenses 0 85 Legal 49,500 93,477 Travel 0 500 Write off of investment in wholly owned subsidiary; stock 0 4,828 capital contributions 0 1,363,651 ----- --- ----- Total expenses 49,858 1,680,394 Net loss (49,858) ------ net loss (49,858) Retained earnings, beginning of period (1,630,536) ---------- Deficit accumulated during the development state $(1,680,394) =========== The accompanying notes are an integral part of these financial statements. -3- BARGAIN PRODUCTS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY PERIOD FROM April 6, 1995 (Date of Inception) To December 31, 1998 Additional Common Stock Paid-in Shares Amount Capital Total ---------- ------ ------- ----- Issuance of common stock for cash 100,000 $ 100 $ 0 $ 100 Issuance of common stock for cash 2,500,000 2,500 147,500 150,000 Issuance of common stock for stock 4,828,571 4,828 0 4,828 Contributed capital 0 0 1,255,600 1,255,600 Less offering costs 0 0 (30,070) (30,070) Net loss 0 0 0 (1,386,670) --------- ----- --------- --------- December 31, 1993 7,428, 571 7,428 1,373,030 (6,212) Issuance of common stock for services 1,000,000 1,000 20,561 21,561 Contributed capital 0 0 224,000 224,000 Less net loss 0 0 0 (238,573) --------- ------ ------- ------- Balance, December 31, 1996 8,428,571 8,428 1,617,591 776 Reverse stock split 100 to 1 (8,344,276) 0 0 0 Issuance of common stock for cash 50,000 5,000 0 5,000 Net loss 0 0 (5,293) -------- ----- ----- ----- Balance, December 31, 1997 134,295 13,428 1,617,591 483 Reverse stock split 10 to 1 (120,834) (12,085) 12,085 0 Issuance for common stock for services 495,000 49,500 0 0 Net loss 0 0 0 (49,858) --------- ----- ----- ----- Balance, December 31, 1998 508,461 $ 50,843 $ 1,629,676 $ 125 ======= ====== ========= === The accompanying notes are an integral part of these financial statements. -4- BARGAIN PRODUCTS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED December 31, 1998 (With Cumulative Figures Fom Inception) From Inception, Year ended April 6, 1995 December 31, 1998 To Dec. 31, 1998 ----------------- ---------------- CASH FLOWS PROVIDED BY OPERATING ACTIVITIES Net loss $ (49,858) $ (1,680,394) Noncash expenses included in net loss Amortization 100 375 Stock issued for legal services 49,500 76,061 Write off stock in wholly owned subsidiary 0 4,828 Increase in accounts payable 100 100 ------ --------- NET CASH USED BY OPERATING ACTIVITIES (158) (1,599,030) CASH FLOWS USED BY INVESTING ACTIVITIES Organizational costs 0 500 ----- --- NET CASH USED BY INVESTING ACTIVITIES 0 5400 CASH FLOWS FROM FINANCING ACTIVITIES Sale of common stock 0 2,600 Additional paid-in capital 0 1,627,100 Less offering costs 0 (30,070) ------ ------ NET CASH PROVIDED BY FINANCING ACTIVITY 0 1,599,630 NET INCREASE IN CASH (158) $ 100 === CASH AT BEGINNING OF PERIOD 258 --- CASH AT END OF PERIOD $ 100 === Supplemental disclosures of cash flow information: Issuance of common stock in exchange for services 49,500 $ 71,061 ====== ====== The accompanying notes are an integral part of these financial statements. -5- BARGAIN PRODUCTS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS December 31, 1998 NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company was incorporated on April 6, 1995 under the laws of the state of Nevada. The business purpose of Company is to engage in retail sales of low cost consumer products at the retail level. The Company will adopt accounting policies and procedures based upon the nature of future transactions. NOTE B ORGANIZATION COSTS Organization costs are capitalized and amortized over 60 months. NOTE C OFFERING COSTS The offering costs which were incurred by the Company in connection with the public stock offering were deducted from the net proceeds of that offering. NOTE D WHOLLY OWNED SUBSIDIARY The Company entered into an agreement on June 20, 1995 to exchange 4,828,571 shares of its common stock to acquire 25,000 shares of common stock in Dollar Mania, Inc., a Nevada corporation. After this exchange, Dollar Mania, Inc. became a wholly owned subsidiary of Bargain Products, Inc. On March 28, 1996, the wholly owned subsidiary filed for protection under the bankruptcy laws in the State of Nevada. In December of 1996, the Company abandoned the 25,000 shares of common stock in Dollar Mania, Inc., its wholly owned sdubsidiary, to the trustees in the bankruptcy proceedings and there by disposed of the wholly owned subsidiary. The cost of the stock was written off as an extraordinary item in the amount of $4,828. NOTE E PUBLIC STOCK OFFERING In may of 1995, a public stock offering was made and the net proceedws of that offering will be used for the purpose of engaging in retail sales of low cost consumer products at the retail level. The Company sold 2,500,000 shares of the common stock for $150,000. -6- BARGAIN PRODUCTS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS December 31, 1998 NOTE F CAPITAL CONTRIBUTIONS TO WHOLLY OWNED SUBSIDIARY On March 28, 1996 Dollar Mania, Inc. filed for protection under the bankruptcy laws in the State of Nevada. All of the capital contributions made in 1995 and 1996, in the amount of $1,363,651 were written off as an extraordinary item. NOTE G RELATED PARTY TRANSACTIONS The Company has retained one of the shareholders as legal counsel in connection with the preparation of the offering memorandum for the May, 1995 securities offering and paid him $24,000 for those services and $5,000 for other legal services rendered to the Company. The Company retained one of its shareholders as legal counsel in connection with the on going legal services required by the Company. The total amount due for those services was $21,561 for the years 1995 and 1996. In December of 1996, the Company issued to its shareholder 1,000,000 shares of common stock as payment for those services. Those services were valued at $.021561 per share or $21,561. The Company retained one of its shareholders as legal counsel in connection with a proposed securities offering and other legal matters during 1998. The proposed securities offering was abandoned. The legal fees incurred by the company of $49,500 for preparation of the offering memorandum and other legal services was paid by issuing 495,000 shares of its common stock for these services which were valued at $.10 per share of $49,500 in addition to the $5,000 referenced above. NOTE H REVERSE STOCK SPLIT On July 15, 1997, the Company approved a one for one hundred reverse stock split of the common stock, decreasing the authorized common stock from 25,000,000 shares, $.001 par value per share to 250,000 shares of common stock, $.10 par value. There were 8,428,571 shares of common stock issued and outstanding before the reverse stock split and 84,295 after the reverse stock split. The company raised the authorized common stock to 10,000,000 shares effective July 29, 1997. -7- BARGAIN PRODUCTS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS December 31, 1998 NOTE I PRIVATE STOCK PLACEMENT In December of 1997, the Company sold 50,000 shares of its common stock for $.10 per share or $5,000. The proceeds were used to pay legal expenses of the Company. NOTE J REVERSE STOCK SPLIT On April 10, 1998 the Company approved a one for ten reverse stock split of the common stock, decreasing the authorized common stock from 10,000,000 shares, $.001 par value per share to 1,000,000 shares of common stock, $.10 par value. There were 134,295 shares of common stock issued and outstanding before the reverse stock split and 13,429 after the reverse stock split. The Company raised the authorized common stock to 10,000,000 shares effective May 2, 1998. On March 24, 1999, the company amended its articles of incorporation to change the par value of its common stock from $.10 to $.01 per share. In March of 1999, the Company approved a securities offering of 3,000,000 shares of its common stock to be sold at $.03 per share. ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE The Company changed accountants in March 2002 and has not had any disagreements with said accountants. ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS (a) The Company's financial statements for the period from inception to December 31, 1999 are included herein under Item 13 of this Registration Statement. (b) The following exhibits are furnished as required by Item 601 of Regulation S-B. Exhibit No. Description 3.0 Certificate of Incorporation of Bargain Products, Incorporated consisting of Articles of Incorporation filed with the Secretary of State of the State of Nevada on April 6, 1995, filed with SEC in this Registration Statement. 3.1 By-Laws of Bargain Products, Incorporated, dated April 6, 1995 , are attached hereto, filed with SEC in this Registration Statement. 3.2 Amendment to the Articles of Incorporation, dated July 15, 1997. 3.3 Amendment to the Articles of Incorporation, dated April 16, 1998. 3.4 Amendment to the Articles of Incorporation, dated May 11, 1999. 4.0 Common Stock certificate, filed with SEC in this Registration Statement. 10.0 Stock for Stock Agreement between Troika Food, Inc. & Blini Hut 27.0 Financial Data Schedule for the period ending 12/31/99, filed with the SEC in this Registration Statement. SIGNATURES In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Blini Hut, Inc. (Registrant) Date: May 25th, 2000 By: /s/Simon Kublanov -------------------------------- Simon Kublanov President and Director EX-3.1 2 CERTIFICATE I, DEAN HELLER, Secretary of State of the State of Nevada, do hereby certify that BARGAIN PRODUCTS, INC. did on the SIXTH day of APRIL, 1995, file in this office the original Articles of Incorporation; that said Articles are now on file and of record in the office of the Secretary of State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office in Carson City, Nevada, this SIXTH day of APRIL, A.D. 1995. /s/ DEAN HELLER Secretary of state By /s/ DEANNA MARGUEW Certification Clerk [Filed stamped as follows: "Filed in the office of the Secretary of State of the State of Nevada, April 6, 1995] ARTICLES OF INCORPORATION OF BARGAIN PRODUCTS,INC. KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, have this day voluntarily associated ourselves together for the purpose of forming a Corporation under and pursuant to the laws of the State of Nevada, and we do hereby certify that: ARTICLE I - NAME: The exact name of this Corporation is: Bargain Products, Inc. ARTICLE II - RESIDENT AGENT: The Resident Agent of the Corporation is Max C. Tanner,Esq., The Law Offices of Max C. Tanner, 2950 East Flamingo Road, Suite G, Las Vegas, Nevada 89121. ARTICLE III - DURATION: The Corporation shall have perpetual existence. ARTICLE IV - PURPOSES: The purpose, object and nature of the business for which this Corporation is organized are: (a) To engage in any lawful activity; (b) To carry on such business as may be necessary, convenient, or desirable to accomplish the above purposes, and to do all other things incidental thereto which are not forbidden by law or by these Articles of Incorporation. ARTICLE V - POWERS: The powers of the Corporation shall be those powers granted by 78.060 and 78.070 of the Nevada Revised Statutes under which this corporation is formed. In addition, the Corporation shall have the following specific powers: (a) To elect or appoint officers and agents of the Corporation and to fix their compensation; (b) To act as an agent for any individual, association, partnership, corporation or other legal entity; (c) To receive, acquire, hold, exercise rights arising out of the ownership or possession thereof, sell, or otherwise dispose of, shares or other interests in, or obligations of, individuals, associations, partnerships, corporations, or governments; (d) To receive, acquire, hold, pledge, transfer, or otherwise dispose of shares of the corporation, but such shares may only be purchased, directly or indirectly, out of earned surplus; (e) To make gifts or contributions for the public welfare or for charitable, scientific or educational purposes, and in time of war, to make donations in aid of war activities. ARTICLE VI - CAPITAL STOCK: Section 1. Authorized Shares. The total number of shares which this Corporation is authorized to issue is 25,000,000 shares of Common Stock at $.001 par value per share. Section 2. Voting Rights of Shareholders. Each holder of the Common Stock shall be entitled to one vote for each share of stock standing in his name on the books of the Corporation. Section 3. Consideration for Shares. The Common Stock shall be issued for such consideration, as shall be fixed from time to time by the Board of Directors. In the absence of fraud, the judgment of the Directors as to the value of any property for shares shall be conclusive. When shares are issued upon payment of the consideration fixed by the Board of Directors, such shares shall be taken to be fully paid stock and shall be non-assessable. The Articles shall not be amended in this particular. Section 4. Pre-emotive Rights. Except as may otherwise be provided by the Board of Directors, no holder of any shares of the stock of the Corporation, shall have any preemptive right to purchase, subscribe for, or otherwise acquire any shares of stock of the Corporation of any class now or hereafter authorized, or any securities exchangeable for or convertible into such shares, or any warrants or other instruments evidencing rights or options to subscribe for, purchase, or otherwise acquire such shares. Section 5. Stock Rights and Options. The Corporation shall have the power to create and issue rights, warrants, or options entitling the holders thereof to purchase from the corporation any shares of its capital stock of any class or classes, upon such terms and conditions and at such times and prices as the Board of Directors may provide, which terms and conditions shall be incorporated in an instrument or instruments evidencing such rights. In the absence of fraud, the judgment of the Directors as to the adequacy of consideration for the issuance of such rights or options and the sufficiency thereof shall be conclusive. ARTICLE VII - ASSESSMENT OF STOCK: The capital stock of this Corporation, after the amount of the subscription price has been fully paid in, shall not be assessable for any purpose, and no stock issued as fully paid up shall ever be assessable or assessed. The holders of such stock shall not be individually responsible for the debts, contracts, or liabilities of the Corporation and shall not be liable for assessments to restore impairments in the capital of the Corporation. ARTICLE VIII - DIRECTORS: For the management of the business, and for the conduct of the affairs of the Corporation, and for the future definition, limitation, and regulation of the powers of the Corporation and its directors and shareholders, it is further provided: Section 1. Size of Board. The members of the governing board of the Corporation shall be styled directors. The number of directors of the Corporation, their qualifications, terms of office, manner of election, time and place of meeting, and powers and duties shall be such as are prescribed by statute and in the by-laws of the Corporation. The name and post office address of the directors constituting the first board of directors, which shall be Two (2) in number are: NAME ADDRESS Terry Fields 2115 Main Street Santa Monica, California 90405 Ron Drake 2950 East Flamingo Road Suite F Las Vegas, Nevada 89121 Section 2. Powers of Board. In furtherance and not in limitation of the powers conferred by the laws of the State of Nevada, the Board of Directors is expressly authorized and empowered: (a) To make, alter, amend, and repeal the By-Laws subject to the power of the shareholders to alter or repeal the By-Laws made by the Board of Directors. (b) Subject to the applicable provisions of the ByLaws then in effect, to determine, from time to time, whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the Corporation, or any of them, shall be open to shareholder inspection. No shareholder shall have any right to inspect any of the accounts, books or documents of the Corporation, except as permitted by law, unless and until authorized to do so by resolution of the Board of Directors or of the Shareholders of the Corporation; (c) To issue stock of the Corporation for money, property, services rendered, labor performed, cash advanced, acquisitions for other corporations or for any other assets of value in accordance with the action of the board of directors without vote or consent of the shareholders and the judgment of the board of directors as to value received and in return therefore shall be conclusive and said stock, when issued, shall be fully-paid and non-assessable. (d) To authorize and issue, without shareholder consent, obligations of the Corporation, secured and unsecured, under such terms and conditions as the Board, in its sole discretion, may determine, and to pledge or mortgage, as security therefore, any real or personal property of the Corporation, including after-acquired property; (e) To determine whether any and, if so, what part, of the earned surplus of the Corporation shall be paid in dividends to the shareholders, and to direct and determine other use and disposition of any such earned surplus; (f) To fix, from time to time, the amount of the profits of the Corporation to be reserved as working capital or for any other lawful purpose; (g) To establish bonus, profit-sharing, stock option, or other types of incentive compensation plans for the employees, including officers and directors, of the Corporation, and to fix the amount of profits to be shared or distributed, and to determine the persons to participate in any such plans and the amount of their respective participations. (h) To designate, by resolution or resolutions passed by a majority of the whole Board, one or more committees, each consisting of two or more directors, which, to the extent permitted by law and authorized by the resolution or the By-Laws, shall have and may exercise the powers of the Board; (i) To provide for the reasonable compensation of its own members by By-Law, and to fix the terms and conditions upon which such compensation will be paid; (j) In addition to the powers and authority herein before, or by statute, expressly conferred upon it, the Board of Directors may exercise all such powers and do all such acts and things as may be exercised or done by the corporation, subject, nevertheless, to the provisions of the laws of the State of Nevada, of these Articles of Incorporation, and of the By-Laws of the Corporation. Section 3. Interested Directors. No contract or transaction between this Corporation and any of its directors, or between this Corporation and any other corporation, firm, association, or other legal entity shall be invalidated by reason of the fact that the director of the Corporation has a direct or indirect interest, pecuniary or otherwise, in such corporation, firm, association, or legal entity, or because the interested director was present at the meeting of the Board of Directors which acted upon or in reference to such contract or transaction, or because he participated in such action, provided that: (1) the interest of each such director shall have been disclosed to or known by the Board and and a disinterested majority of the Board shall have nonetheless ratified and approved such contract or transaction (such interested director or directors may be counted in determining whether a quorum is present for the meeting at which such ratification or approval is given); or (2) the conditions of N.R.S. 78.140 are met. ARTICLE IX - LIMITATION OF LIABILITY OF OFFICERS OR DIRECTORS: The personal liability of a director or officer of the corporation to the corporation or the Shareholders for damages for breach of fiduciary duty as a director or officer shall be limited to acts or omissions which involve intentional misconduct, fraud or a knowing violation of law. ARTICLE X - INDEMNIFICATION: Each director and each officer of the corporation may be indemnified by the corporation as follows: (a) The corporation may indemnify any person who was or is a party, or is threatened to be made a party,to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of other corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' (fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with the action, suit or proceeding, if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suite or proceeding, by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. (b) The corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation, to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit, if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. (c) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense for any action, suit or proceeding referred to in subsections (a) and (b) of this Article, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the defense. (d) Any indemnification under subsections (a) and (b) unless ordered by a court or advanced pursuant to subsection (e), must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (i) By the stockholders; (ii) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding; (iii) If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; or (iv) If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. (e) Expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law. (f) The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: (i) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the certificate or articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to subsection (b) or for the advancement of expenses made pursuant to subsection (e) may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. (ii) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. ARTICLE XI - PLACE OF MEETING; CORPORATE BOOKS: Subject to the laws of the State of Nevada, the shareholders and the Directors shall have power to hold their meetings, and the Directors shall have power to have an office or offices and to maintain the books of the Corporation outside the State of Nevada, at such place or places as may from time to time be designated in the By-Laws or by appropriate resolution. ARTICLE XII - AMENDMENT OF ARTICLES: The provisions of these Articles of Incorporation may be amended, altered or repealed from time to time to the extent and in the manner prescribed by the laws of the State of Nevada, and additional provisions authorized by such laws as are then in force may be added. All rights herein conferred on the directors, officers and shareholders are granted subject to this reservation. ARTICLE XIII - INCORPORATOR: The name and address of the sole incorporator signing these Articles of Incorporation is as follows: NAME POST OFFICE ADDRESS 1. Max C. Tanner 2950 East Flamingo Road, Suite G Las Vegas, Nevada 89121 IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this 17th day of August, 1993. /s/ MAX C. TANNER Max C. Tanner STATE OF NEVADA ) )ss: COUNTY OF CLARK ) On April 6, 1995, personally appeared before me, a Notary Public, Max C. Tanner, who acknowledged to me that he executed the foregoing Articles of Incorporation for Bargain Products, Inc., a Nevada corporation. /s/ WENDY PULLMAN Notary Public [Filed stamped as follows: "FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA, APR 08 1995] CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT IN THE MATTER OF BARGAIN PRODUCTS, INC. We, The Law Offices of Max C. Tanner, do hereby certify that on the 17th day of August, 1993, we accepted the appointment as Resident Agent of the above-entitled corporation in accordance with Sec. 78.090, NRS 1957. Furthermore, that the principal office in this state is located at The Law Offices of Max C. Tanner, 2950 East Flamingo Road, Suite G, City of Las Vegas 89121, County of Clark, State of Nevada. IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of April, 1995. THE LAW OFFICES OF MAX C. TANNER By: /s/MAX C. TANNER Max C. Tanner, Esq. Resident Agent EX-3.2 3 BY-LAWS OF BLINI HUT, INC. (FORMERLY BARGAIN PRODUCTS, INC.) ARTICLE I SHAREHOLDERS Section 1.01 Annual Meeting. The annual meeting of the shareholders shall be held at such date and time as shall be designated by the board of directors and stated in the notice of the meeting or in a duly-executed waiver of notice thereof. If the corporation shall fail to provide notice of the annual meeting of the shareholders as set forth above, the annual meeting of the shareholders of the corporation shall be held during the month of November or December of each year as determined by the Board of Directors, for the purpose of electing directors of the corporation to serve during the ensuing year and for the transaction of such other business as may properly come before the meeting. If the election of the directors is not held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the president shall cause the election to be held at a special meeting of the shareholders as soon thereafter as is convenient. Section 1.02 Special Meetings. Special meetings of the shareholders may be called by the president or the Board of Directors and shall be called by the president at the written request of the holders of not less than 51% of the issued and outstanding shares of capital stock of the corporation. All business lawfully to be transacted by the shareholders may be transacted at any special meeting at any adjournment thereof. However, no business shall be acted upon at a special meeting, except that referred to in the notice calling the meeting, unless all of the outstanding capital stock of the corporation is represented either in person or by proxy. Where all of the capital stock is represented, any lawful business may be transacted and the meeting shall be valid for all purposes. Section 1.03 Place of Meetings. Any meeting of the shareholders of the corporation may be held at its principal office in the State of Nevada or such other place in or out of the United States as the Board of Directors may designate. A waiver of notice signed by the shareholders entitled to vote may designate any place for the holding of such meeting. Section 1.04 Notice of Meetings. (a) The secretary shall sign and deliver to all shareholders of record written or printed notice of any meeting at least ten (10) days, but not more than sixty (60) days, before the date of such meeting; which notice shall state the place, date and time of the meeting, the general nature of the business to be transacted, and, in the case of any meeting at which directors are to be elected, the names of nominees, if any, to be presented for election. (b) In the case of any meeting, any proper business may be presented for action, except that the following items shall be valid only if the general nature of the proposal is stated in the notice or written waiver of notice: (1) Action with respect to any contract or transaction between the corporation and one or more of its directors or another firm, association, or corporation in which one or more of its directors has a material financial interest; (2) Adoption of amendments to the Articles of Incorporation; or (3) Action with respect to the merger, consolidation, reorganization, partial or complete liquidation, or dissolution of the corporation. (c) The notice shall be personally delivered or mailed by first class mail to each shareholder of record at the last known address thereof, as the same appears on the books of the corporation, and the giving of such notice shall be deemed delivered the date the same is deposited in the United States mail, postage prepaid. If the address of any shareholder does not appear upon the books of the corporation, it will be sufficient to address any notice to such shareholder at the principal office of the corporation. (d) The written certificate of the person calling any meeting, duly sworn, setting forth the substance of the notice, the time and place the notice was mailed or personally delivered to the several shareholders, and the addresses to which the notice was mailed shall be prima facie evidence of the manner and fact of giving such notice. Section 1.05 Waiver of Notice. If all of the shareholders of the corporation shall waive notice of a meeting, no notice shall be required, and, whenever all of the shareholders shall meet in person or by proxy, such meeting shall be valid for all purposes without call or notice, and at such meeting any corporate action may be taken. Section 1.06 Determination of Shareholders of Record. (a) The Board of Directors may at any time fix a future date as a record date for the determination of the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action. The record date so fixed shall not be more than sixty (60) days prior to the date of such meeting nor more than sixty (60) days prior to any other action. When a record date is so fixed, only shareholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution or allotment of rights, or to exercise their rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date. (b) If no record date is fixed by the Board of Directors, then (1) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which written consent is given; and (3) the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later. Section 1.07 Quorum: Adjourned Meetings. (a) At any meeting of the shareholders, a majority of the issued and outstanding shares of the corporation represented in person or by proxy, shall constitute a quorum. (b) If less than a majority of the issued and outstanding shares are represented, a majority of shares so represented may adjourn from time to time at the meeting, until holders of the amount of stock required to constitute a quorum shall be in attendance. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted as originally called. When a shareholders' meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than ten (10) days in which event notice thereof shall be given. Section 1.08 Voting. (a) Each shareholder of record, such shareholder's duly authorized proxy or attorney-in-fact shall be entitled to one (1) vote for each share of stock standing registered in such shareholder's name on the books of the corporation on the record date. (b) Except as otherwise provided herein, all votes with respect to shares standing in the name of an individual on the record date (included pledged shares) shall be cast only by that individual or such individual's duly authorized proxy or attorney-in-fact. With respect to shares held by a representative of the estate of a deceased shareholder, guardian, conservator, custodian or trustee, votes may be cast by such holder upon proof of capacity, even though the shares do not stand in the name of such holder.In the case of shares under the control of a receiver, the receiver may cast votes carried by such shares even though the shares do not stand in the name of the receiver provided that the order of the court of competentjurisdiction which appoints the receiver contains the authority to cast votes carried by such shares. If shares stand in the name of a minor, votes may be cast only by the duly- appointed guardian of the estate of such minor if such guardian has provided the corporation with written notice and proof of such appointment. (c) With respect to shares standing in the name of a corporation on the record date, votes may be cast by such officer or agents as the by-laws of such corporation prescribe or, in the absence of an applicable by-law provision, by such person as may be appointed by resolution of the Board of Directors of such corporation. In the event no person is so appointed, such votes of the corporation may be cast by any person (including the officer making the authorization) authorized to do so by the Chairman of the Board of Directors, President or any Vice President of such corporation. (d) Notwithstanding anything to the contrary herein contained, no votes may be cast by shares owned by this corporation or its subsidiaries, if any. If shares are held by this corporation or its subsidiaries, if any, in a fiduciary capacity, no votes shall be cast with respect thereto on any matter except to the extent that the beneficial owner thereof possesses and exercises either a right to vote or to give the corporation holding the same binding instructions on how to vote. (e) With respect to shares standing in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise and shares held by two or more persons (including proxy holders) having the same fiduciary relationship respect in the same shares, votes may be cast in the following manner: (1) If only one such person votes, the votes of such person binds all. (2) If more than one person casts votes, the act of the majority so voting binds all. (3) If more than one person casts votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately as split. (f) Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case of elections of directors. If such holder entitled to vote fails to specify the number of affirmative votes, it will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held. (g) If a quorum is present, the affirmative vote of holders of a majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the shareholders, unless a vote of greater number or voting by classes is required by the laws of the State of Nevada, the Articles of Incorporation and these By-Laws. Section 1.09 Proxies. At any meeting of shareholders, any holder of shares entitled to vote may authorize another person or persons to vote by proxy with respect to the shares held by an instrument in writing and subscribed to by the holder of such shares entitled to vote. No proxy shall be valid after the expiration of six (6) months from the date of execution thereof, unless coupled with an interest or unless otherwise specified in the proxy. In no event shall the term of a proxy exceed seven (7) years from the date of its execution. Every proxy shall continue in full force and effect until its expiration or revocation. Revocation may be effected by filing an instrument revoking the same or a duly-executed proxy bearing a later date with the secretary of the corporation. Section 1.10 Order of Business. At the annual shareholders meeting, the regular order of business shall be as follows: (1) Determination of shareholders present and existence of quorum; (2) Reading and approval of the minutes of the previous meeting or meetings; (3) Reports of the Board of Directors, the president, treasurer and secretary of the corporation, in the order named; (4) Reports of committee; (5) Election of directors; (6) Unfinished business; (7) New business; (8) Adjournment. Section 1.11 Absentees Consent to Meetings. Transactions of any meeting of the shareholders are as valid as though had at a meeting duly-held after regular call and notice if a quorum is present, either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy (and those who, although present, either object at the beginning of the meeting to the transaction of any business because the meeting has not been lawfully called or convened or expressly object at the meeting to the consideration of matters not included in the notice which are legally required to be included therein), signs a written waiver of notice and/or consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records and made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice if such objection is expressly made at the beginning. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, except as otherwise provided in Section 1.04(b) of these By-Laws. Section 1.12 Action Without Meeting. Any action which may be taken by the vote of the shareholders at a meeting may be taken without a meeting if consented to by the holders of a majority of the shares entitled to vote or such greater proportion as may be required by the laws of the State of Nevada, the Articles of Incorporation, or these ByLaws. Whenever action is taken by written consent, a meeting of shareholders needs not be called or noticed. ARTICLE II DIRECTORS Section 2.01 Number, Tenure and Qualification. Except as otherwise provided herein, the Board of Directors of the corporation shall consist of at least one (1) but no more than nine (9) persons, who shall be elected at the annual meeting of the shareholders of the corporation and who shall hold office for one (1) year or until their successors are elected and qualify. Section 2.02 Resignation. Any director may resign effective upon giving written notice to the chairman of the Board of Directors, the president, or the secretary of the corporation, unless the notice specifies a later time for effectiveness of such resignation. If the Board of Directors accepts the resignation of a director tendered to take effect at a future date, the Board or the shareholders may elect a successor to take office when the resignation becomes effective. Section 2.03 Reduction in Number. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term of office. Section 2.04 Removal. (a) The Board of Directors or the shareholders of the corporation, by a majority vote, may declare vacant the office of a director who has been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony. Section 2.05 Vacancies. (a) A vacancy in the Board of Directors because of death, resignation, removal, change in number of directors, or otherwise may be filled by the shareholders at any regular or special meeting or any adjourned meeting thereof or the remaining director(s) by the affirmative vote of a majority thereof. A Board of Directors consisting of less than the maximum number authorized in Section 2.01 of ARTICLE II constitutes vacancies on the Board of Directors for purposes of this paragraph and may be filled as set forth above including by the election of a majority of the remaining directors. Each successor so elected shall hold office until the next annual meeting of shareholders or until a successor shall have been duly-elected and qualified. (b) If, after the filling of any vacancy by the directors, the directors then in office who have been elected by the shareholders shall constitute less than a majority of the directors then in office, any holder or holders of an aggregate of five percent (5%) or more of the total number of shares entitled to vote may call a special meeting of shareholders to be held to elect the entire Board of Directors. The term of office of any director shall terminate upon such election of a successor. Section 2.06 Regular Meetings. Immediately following the adjournment of, and at the same place as, the annual meeting of the shareholders, the Board of Directors, including directors newly elected, shall hold its annual meeting without notice, other than this provision, to elect officers of the corporation and to transact such further business as may be necessary or appropriate. The Board of Directors may provide by resolution the place, date and hour for holding additional regular meetings. Section 2.07 Special Meetings. Special meetings of the Board of Directors may be called by the chairman and shall be called by the chairman upon the request of any two (2) directors or the president of the corporation. Section 2.08 Place of Meetings. Any meeting of the directors of the corporation may be held at its principal office in the State of Nevada, or at such other place in or out of the United States as the Board of Directors may designate. A waiver or notice signed by the directors may designate any place for the holding of such meeting. Section 2.09 Notice of Meetings. Except as otherwise provided in Section 2.06, the chairman shall deliver to all directors written or printed notice of any special meeting, at least three (3) days before the date of such meeting, by delivery of such notice personally or mailing such notice first class mail, or by telegram. If mailed, the notice shall be deemed delivered two (2) business days following the date the same is deposited in the United States mail, postage prepaid. Any director may waive notice of any meeting, and the attendance of a director at a meeting shall constitute a waiver of notice of such meeting, unless such attendance is for the express purpose of objecting to the transaction of business threat because the meeting is not properly called or convened. Section 2.10 Quorum: Adjourned Meetings. (a) A majority of the Board of Directors in office shall constitute a quorum. (b) At any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally called. Section 2.11 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all of the members of the Board of Directors or of such committee. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors or committee. Such action by written consent shall have the same force and effect as the unanimous vote of the Board of Directors or committee. Section 2.12 Telephonic Meetings. Meetings of the Board of Directors may be held through the use of a conference telephone or similar communications equipment so long as all members participating in such meeting can hear one another at the time of such meeting. Participation in such a meeting constitutes presence in person at such meeting. Section 2.13 Board Decisions. The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.14 Powers and Duties. (a) Except as otherwise provided in the Articles of Incorporation or the laws of the State of Nevada, the Board of Directors is invested with the complete and unrestrained authority to manage the affairs of the corporation, and is authorized to exercise for such purpose as the general agent of the corporation, its entire corporate authority in such manner as it sees fit. The Board of Directors may delegate any of its authority to manage, control or conduct the current business of the corporation to any standing or special committee or to any officer or agent and to appoint any persons to be agents of the corporation with such powers, including the power to sub-delegate, and upon such terms as may be deemed fit. (b) The Board of Directors shall present to the shareholders at annual meetings of the shareholders, and when called for by a majority vote of the shareholders at a special meeting of the shareholders, a full and clear statement of the condition of the corporation, and shall, at request, furnish each of the shareholders with a true copy thereof. (c) The Board of Directors, in its discretion, may submit any contract or act for approval or ratification at any annual meeting of the shareholders or any special meeting properly called for the purpose of considering any such contract or act, provided a quorum is present. The contract or act shall be valid and binding upon the corporation and upon all the shareholders thereof, if approved and ratified by the affirmative vote of a majority of the shareholders at such meeting. (d) In furtherance and not in limitation of the powers conferred by the laws of the State of Nevada, the Board of Directors is expressly authorized and empowered to issue stock of the Corporation for money, property, services rendered, labor performed, cash advanced, acquisitions for other corporations or for any other assets of value in accordance with the action of the Board of Directors without vote or consent of the shareholders and the judgment of the Board of Directors as to the value received and in return therefore shall be conclusive and said stock, when issued, shall be fully-paid and non-assessable. Section 2.15 Compensation. The directors shall be allowed and paid all necessary expenses incurred in attending any meetings of the Board. Section 2.16 Board Officers. (a) At its annual meeting, the Board of Directors shall elect, from among its members, a chairman to preside at the meetings of the Board of Directors. The Board of Directors may also elect such other board officers and for such term as it may, from time to time, determine advisable. (b) Any vacancy in any board office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office. Section 2.17 Order of Business. The order of business at any meeting of the Board of Directors shall be as follows: (1) Determination of members present and existence of quorum; (2) Reading and approval of the minutes of any previous meeting or meetings; (3) Reports of officers and committeemen; (4) Election of officers; (5) Unfinished business; (6) New business; (7) Adjournment. ARTICLE III OFFICERS Section 3.01 Election. The Board of Directors, at its first meeting following the annual meeting of shareholders, shall elect a president, a secretary and a treasurer to hold office for one (1) year next coming and until their successors are elected and qualify. Any person may hold two or more offices. The Board of Directors may, from time to time, by resolution, appoint one or more vice presidents, assistant secretaries, assistant treasurers and transfer agents of the corporation as it may deem advisable; prescribe their duties; and fix their compensation. Section 3.02 Removal; Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed by it whenever, in its judgment, the best interest of the corporation would be served thereby. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the resigning officer is a party. Section 3.03 Vacancies. Any vacancy in any office because of death, resignation, removal, or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office. Section 3.04 President. The president shall be the general manager and executive officer of the corporation, subject to the supervision and control of the Board of Directors, and shall direct the corporate affairs, with full power to execute all resolutions and orders of the Board of Directors not especially entrusted to some other officer of the corporation. The president shall preside at all meetings of the shareholders and shall sign the certificates of stock issued by the corporation, and shall perform such other duties as shall be prescribed by the Board of Directors. Unless otherwise ordered by the Board of Directors, the president shall have full power and authority on behalf of the corporation to attend and to act and to vote at any meetings of the shareholders of any corporation in which the corporation may hold stock and, at any such meetings, shall possess and may exercise any and all rights and powers incident to the ownership of such stock. The Board of Directors, by resolution from time to time, may confer like powers on any person or persons in place of the president to represent the corporation for these purposes. Section 3.05 Vice President. The Board of Directors may elect one or more vice presidents who shall be vested with all the powers and perform all the duties of the president whenever the president is absent or unable to act, including the signing of the certificates of stock issued by the corporation, and the vice president shall perform such other duties as shall be prescribed by the Board of Directors. Section 3.06 Secretary. The secretary shall keep the minutes of all meetings of the shareholders and the Board of Directors in books provided for that purpose. The secretary shall attend to the giving and service of all notices of the corporation, may sign with the president in the name of the corporation all contracts authorized by the Board of Directors or appropriate committee, shall have the custody of the corporate seal, shall affix the corporate seal to all certificates of stock duly issued by the corporation, shall have charge of stock certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or appropriate committee may direct, and shall, in general perform all duties incident to the office of the secretary. All corporate books kept by the secretary shall be open for examination by any director at any reasonable time. Section 3.07 Assistant Secretary. The Board of Directors may appoint an assistant secretary who shall have such powers and perform such duties as may be prescribed for him by the secretary of the corporation or by the Board of Directors. Section 3.08 Treasurer. The treasurer shall be the chief financial officer of the corporation, subject to the supervision and control of the Board of Directors, and shall have custody of all the funds and securities of the corporation. When necessary or proper, the treasurer shall endorse on behalf of the corporation for collection checks, notes and other obligations, and shall deposit all monies to the credit of the corporation in such bank or banks or other depository as the Board of Directors may designate, and shall sign all receipts and vouchers for payments made by the corporation. Unless otherwise specified by the Board of Directors, the treasurer shall sign with the president all bills of exchange and promissory notes of the corporation, shall also have the care and custody of the stocks, bonds, certificates, vouchers, evidence of debts, securities and such other property belonging to the corporation as the Board of Directors shall designate, and shall sign all papers required by law, by these By-laws or by the Board of Directors to be signed by the treasurer. The treasurer shall enter regularly in the books of the corporation, to be kept for that purpose, full and accurate accounts of all monies received and paid on account of the corporation and whenever required by the Board of Directors, the treasurer shall render a statement of any or all accounts. The treasurer shall at all reasonable times exhibit the books of account to any directors of the corporation and shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors. The treasurer shall, if required by the Board of Directors,give a bond to the corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of the treasurer and for restoration to the corporation in the event of the treasurer's death, resignation, retirement, or removal from office, of all books, records, papers, vouchers, money and other property belonging to the corporation. The expense of such bond shall be borne by the corporation. Section 3.09 Assistant Treasurer. The Board of Directors may appoint an assistant treasurer who shall have such powers and perform such duties as may be prescribed by the treasurer of the corporation or by the Board of Directors, and the Board of Directors may require the assistant treasurer to give a bond to the corporation in such sum and with such security as it may approve,for the faithful performance of the duties of assistant treasurer, and for the restoration to the corporation, in the event of the assistant treasurer's death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property belonging to the corporation. The expense of such bond shall be borne by the corporation. ARTICLE IV CAPITAL STOCK Section 4.01 Issuance. Shares of capital stock of the corporation shall be issued in such manner and at such times and upon such conditions as shall be prescribed by the Board of Directors. Section 4.02 Certificates. Ownership in the corporation shall be evidenced by certificates for shares of stock in such form as shall be prescribed by the Board of Directors, shall be under the seal of the corporation and shall be signed by the president or the vice president and also by the secretary or an assistant secretary. Each certificate shall contain the name of the record holder, the number, designation, if any, class or series of shares represented, a statement of summary of any applicable rights, preferences, privileges, or restrictions thereon, and a statement that the shares are assessable, if applicable. All certificates shall be consecutively numbered. The name and address of the shareholder, the number of shares, and the date of issue shall be entered on the stock transfer books of the corporation. Section 4.03 Surrender: Lost or Destroyed Certificates. All certificates surrendered to the corporation, except those representing shares of treasury stock, shall be canceled and no new certificates shall be issued until the former certificate for a like number of shares shall have been canceled, except that in case of a lost, stolen, destroyed or mutilated certificate, a new one may be issued therefor. However, any shareholder applying for the issuance of a stock certificate in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a replacement, provide the corporation with his, her or its affidavit of the facts surrounding the loss, theft, destruction or mutilation and an indemnity bond in an amount and upon such terms as the treasurer, or the Board of Directors, shall require. In no case shall the bond be in amount less than twice the current market value of the stock and it shall indemnify the corporation against any loss, damage, cost or inconvenience arising as a consequence of the issuance of a replacement certificate. Section 4.04 Replacement Certificate. When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares of capital stock of the corporation or it becomes desirable for any reason, including, without limitation, the merger or consolidation of the corporation with another corporation or the reorganization of the corporation, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange the same for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificate(s) ordered to be surrendered shall not be entitled to vote, receive dividends or exercise any other rights of shareholders until the holder has complied with the order provided that such order operates to suspend such rights only after notice and until compliance. Section 4.05 Transfer of Shares. No transfer of stock shall be valid as against the corporation except on surrender and cancellation by the certificate therefor, accompanied by an assignment or transfer by the registered owner made either in person or under assignment. Whenever any transfer shall be expressly made for collateral security and not absolutely, the collateral nature of the transfer shall be reflected in the entry of transfer on the books of the corporation. Section 4.06 Transfer Agent. The Board of Directors may appoint one or more transfer agents and registrars of transfer and may require all certificates for shares of stock to bear the signature of such transfer agent and such registrar of transfer. Section 4.07 Stock Transfer Books. The stock transfer books shall be closed for a period of ten (10) days prior to all meetings of the shareholders and shall be closed for the payment of dividends as provided in Article V hereof and during such periods as, from time to time, may be fixed by the Board of Directors, and, during such periods, no stock shall be transferable. Section 4.08 Miscellaneous. The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the capital stock of the corporation. ARTICLE V DIVIDENDS Section 5.01 Dividends may be declared, subject to the provisions of the laws of the State of Nevada and the Articles of Incorporation, by the Board of Directors at any regular or special meeting and may be paid in cash, property, shares of corporate stock, or any other medium. The Board of Directors may fix in advance a record date, as provided in Section 1.06 of these By-laws, prior to the dividend payment for the purpose of determining shareholders entitled to receive payment of any dividend. The Board of Directors may close the stock transfer books for such purpose for a period of not more than ten (10) days prior to the payment date of such dividend. ARTICLE VI OFFICES; RECORDS; REPORTS; SEAL AND FINANCIAL MATTERS Section 6.01 Principal Office. The principal office of the corporation in the State of Nevada shall be the Law Offices of Max C. Tanner, 2950 East Flamingo Road, Suite G, Las Vegas, Nevada 89121, and the corporation may have an office in any other state or territory as the Board of Directors may designate. Section 6.02 Records. The stock transfer books and a certified copy of the By-laws, Articles of Incorporation, any amendments thereto, and the minutes of the proceedings of the shareholders, the Board of Directors, and committees of the Board of Directors shall be kept at the principal office of the corporation for the inspection of all who have the right to see the same and for the transfer of stock. All other books of the corporation shall be kept at such places as may be prescribed by the Board of Directors. Section 6.03 Financial Report on Request. Any shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock may make a written request for an income statement of the corporation for the three (3) month, six (6) month, or nine (9) month period of the current fiscal year ended more than thirty (30) days prior to the date of the request and a balance sheet of the corporation as of the end of such period. In addition, if no annual report for the last fiscal year has been sent to shareholders, such shareholder or shareholders may make a request for a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year. The statement shall be delivered or mailed to the person making the request within thirty (30) days thereafter. A copy of the statements shall be kept on file in the principal office of the corporation for twelve (12) months, and such copies shall be exhibited at all reasonable times to any shareholder demanding an examination of them or a copy shall be mailed to each shareholder. Upon request by any shareholder, there shall be mailed to the shareholder a copy of the last annual, semiannual or quarterly income statement which it has prepared and a balance sheet as of the end of the period. The financial statements referred to in this Section 6.03 shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that such financial statements were prepared without audit from the books and records of the corporation. Section 6.04 Right of Inspection. (a) The accounting books and records and minutes of proceedings of the shareholders and the Board of Directors and committees of the Board of Directors shall be open to inspection upon the written demand of any shareholder or holder of a voting > trust certificate at any reasonable time during usual business hours for a purpose reasonably related to such holder's interest as a shareholder or as the holder of such voting trust certificate. This right of inspection shall extend to the records of the subsidiaries, if any, of the corporation. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts. (b) Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and/or its subsidiary corporations. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts. Section 6.05 Corporate Seal. The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise. Except when otherwise specifically provided herein, any officer of the corporation shall have the authority to affix the seal to any document requiring it. Section 6.06 Fiscal Year. The fiscal year-end of the corporation shall be the calendar year or such other term as may be fixed by resolution of the Board of Directors. Section 6.07 Reserves. The Board of Directors may create, by resolution, out of the earned surplus of the corporation such reserves as the directors may, from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends or to repair or maintain any property of the corporation, or for such other purpose as the Board of Directors may deem beneficial to the corporation, and the directors may modify or abolish any such reserves in the manner in which they were created. ARTICLE VII INDEMNIFICATION Section 7.01 Indemnification. The corporation shall, unless prohibited by Nevada Law, indemnify any person (an "Indemnitee") who is or was involved in any manner (including, without limitation, as a party or a witness) or is threatened to be so involved in any threatened, pending or completed action suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, including without limitation, any action, suit or proceeding brought by or in the right of the corporation to procure a judgment in its favor (collectively, a "Proceeding") by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise, against all Expenses and Liabilities actually and reasonably incurred by him. in connection with such Proceeding. The right to indemnification conferred in this Article shall be presumed to have been relied upon by the directors, officers, employees and agents of the corporation and shall be enforceable as a contract right and inure to the benefit of heirs, executors and administrators of such individuals. Section 7.02 Indemnification Contracts. The Board of Directors is authorized on behalf of the corporation, to enter into, deliver and perform agreements or other arrangements to provide any Indemnitee with specific rights of indemnification in addition to the rights provided hereunder to the fullest extent permitted by Nevada Law. Such agreements or arrangements may provide (i) that the Expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding, must be paid by the corporation as they are incurred and in advance of the final disposition of any such action, suit or proceeding provided that, if required by Nevada Law at the time of such advance, the officer or director provides an undertaking to repay such amounts if it is ultimately determined by a court of competent jurisdiction that such individual is not entitled to be indemnified against such expenses, (iii) that the Indemnitee shall be presumed to be entitled to indemnification under this Article or such agreement or arrangement and the corporation shall have the burden of proof to overcome that presumption, (iii) for procedures to be followed by the corporation and the Indemnitee in making any determination of entitlement to indemnification or for appeals therefrom and (iv) for insurance or such other Financial Arrangements described in Paragraph 7.02 of this Article, all as may be deemed appropriate by the Board of Directors at the time of execution of such agreement or arrangement. Section 7.03 Insurance and Financial Arrangements. The corporation may, unless prohibited by Nevada Law, purchase and maintain insurance or make other financial arrangements ("Financial Arrangements") on behalf of any Indemnitee for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses. Such other Financial Arrangements may include (i) the creation of a trust fund, (ii) the establishment of a program of self-insurance, (iii) the securing of the corporation's obligation of indemnification by granting a security interest or other lien on any assets of the corporation, or (iv) the establishment of a letter of credit, guaranty or surety. Section 7.04 Definitions. For purposes of this Article: Expenses. The word "Expenses" shall be broadly construed and, without limitation, means (i) all direct and indirect costs incurred, paid or accrued, (ii) all attorneys' fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, food and lodging expenses while traveling, duplicating costs, printing and binding costs, telephone charges, postage, delivery service, freight or other transportation fees and expenses, (iii) all other disbursements and out-of-pocket expenses, (iv) amounts paid in settlement, to the extent permitted by Nevada Law, and (v) reasonable compensation for time spent by the Indemnitee for which he is otherwise not compensated by the corporation or any third party, actually and reasonably incurred in connection with either the appearance at or investigation, defense, settlement or appeal of a Proceeding or establishing or enforcing a right to indemnification under any agreement or arrangement, this Article, the Nevada Law or otherwise; provided, however, that "Expenses" shall not include any judgments or fines or excise taxes or penalties imposed under the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or other excise taxes or penalties. Liabilities. "Liabilities" means liabilities of any type whatsoever, including, but not limited to, judgments or fines, ERISA or other excise taxes and penalties, and amounts paid in settlement. Nevada Law. "Nevada Law" means Chapter 78 of the Nevada Revised Statutes as amended and in effect from time to time or any successor or other statutes of Nevada having similar import and effect. This Article. "This Article" means Paragraphs 7.01 through 7.04 of these bylaws or any portion of them. Power of Stockholders. Paragraphs 7.01 through 7.04, including this Paragraph, of these Bylaws may be amended by the stockholders only by vote of the holders of sixty-six and two-thirds percent (66 2/3%) of the entire number of shares of each class, voting separately, of the outstanding capital stock of the corporation (even though the right of any class to vote is otherwise restricted or denied); provided, however, no amendment or repeal of this Article shall adversely affect any right of any Indemnitee existing at the time such amendment or repeal becomes effective. Power of Directors. Paragraphs 7.01 through 7.04 and this Paragraph of these Bylaws may be amended or repealed by the Board of Directors only by vote of eighty percent (80%) of the total number of Directors and the holders of sixty-six and two-thirds percent (66 2/3) of the entire number of shares of each class, voting separately, of the outstanding capital stock of the corporation (even though the right of any class to vote is otherwise restricted or denied); provided, however, no amendment or repeal of this Article shall adversely affect any right of any Indemnitee existing at the time such amendment or repeal becomes effective. ARTICLE VIII BY-LAWS Section 8.01 Amendment. Amendments and changes of these By-Laws may be made at any regular or special meeting of the Board of Directors by a vote of not less than all of the entire Board, or may be made by a vote of, or a consent in writing signed by the holders of a majority of the issued and outstanding capital stock. Section 8.02 Additional By-Laws. Additional by-laws not inconsistent herewith may be adopted by the Board of Directors at any meeting of the Board of Directors at which a quorum is present by an affirmative vote of a majority of the directors present or by the unanimous consent of the Board of Directors in accordance with Section 2.11 of these By-laws. CERTIFICATION I, the undersigned, being the duly elected secretary of the Corporation, do hereby certify that the foregoing By-laws were adopted by the Board of Directors on the 6th day of April, 1995. /s/ MONT TANNER Mont Tanner, Secretary EX-3.2 4 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION FOR BARGAIN PRODUCTS, INC. Pursuant to NRS 78.385, 78/390 and 78.207, the undersigned President and Secretary of Bargain Products, Inc. do hereby certify: That the following amendments to the articles of incorporation were approved by the Board of Directors of said corporation by written consent in lieu of a special meeting of the Board of Directors, dated July 14, 1997, and by a positive vote of a majority of the outstanding shares entitled to vote on July 14, 1997, there being 8,428,571 shares authorized to vote and 4,802,500 shares having voted in favor of the amended articles. 1. CHANGE OF AUTHORIZED CAPITAL After giving effect to a on for one hundred (1 for 100) reverse stock stock split of the common stock, the authorized common stock shall be decreased from 25,000,000 shares, $.001 par value per share to 250,000 shares of common stock, $.10 par value per share, which stock split and subsequent decrease in the number of authorized shares shall be effective on July 29, 1997 pending approval from the NASD. Any fractions created by one for one hundred (1 for 100) reverse stock split of the common stock shall be rounded up. Subsequent to the one for one hundred (1 for 100) reverse stock split, the authorized common stock shall be increased from 250,000 shares of common stock, $.10 par value per share to 10,000,000 shares of common stock, $.10 par value per share, also effective on July 29, 1997. Accordingly, Effective July 29, 1997, pending approval from the NASD, Article VI, Section 1, is hereby amended to read as follows: Section 1. AUTHORIZED SHARES. The total number of shares which this Corporation is authorized to issue is 10,000,000 shares of common stock, $.10 par value per share, after giving effect to a one for one hundred (1 for 100) reverse stock split and a subsequent increase in the authorized shares of common stock. The Certificate of Amendment of Articles of Incorporation may be executed in two or more counterparts. /s/Max C. Tanner /s/Mont E. Tanner ___________________________ _________________________ President Secretary EX-3.3 5 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION FOR BARGAIN PRODUCTS, INC. Pursuant to NRS 78.207, the undersigned President and Secretary of Bargain Products, Inc. do hereby certify: That the following amendment to the articles of incorporation were approved by the Board of Directors of said corporation by written consent in lieu of a special meeting of the Board of Directors, dated April 10, 1998, there being 84,286 shares authorized to vote and 48,025 shares having voted in favor of the amended articles. 1. CHANGE OF PAR VALUE AND AUTHORIZED CAPITAL. After giving effect to a one for ten (1 for 10) reverse stock split of common stock, the authorized common stock shall be decreased from 10,000,000 share, $.10 par value per share to 1,000,000 shares of common stock, $.10 par value per share, which stock split and subsequent decrease in the number of authorized shares, shall be effective on May 2, 1998 pending approval from NASD. Any fractions created by the one for ten (1 for 10) reverse stock split of the common stock shall be rounded up. Accordingly, Effective May 2, 1998, pending approval from NASD, Article VI, Section 1, is hereby amended to read as follows: Section 1. AUTHORIZED SHARES. The total number of shares which this Corporation is authorized to issue is 1,000,000 shares of common stock, $.10 par value per share, after giving effect to a one for ten (1 for 10) reverse stock split of common stock. This Certificate of Amendment of Articles of Incorporation may be executed in two or more counterparts. /s/Max C. Tanner /s/Mont E. Tanner ______________________________ _____________________________ President Secretary EX-3.4 6 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION FOR PROFIT NEVADA CORPORATIONS (Pursuant to NRS 78.385 and 78.390 After Issuance of Stock) Remit in Duplicate 1. Name of corporation: Bargain Products, Inc. 2. The articles have been amended as follows: NAME CHANGE FROM BARGAIN PRODUCTS, INC, TO BLINI HUT, INC. 3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendments is: OVER 50% 4. Signatures: By: /s/Mont E. Tanner _______________________ President State of: NEVADA County of: CLARK This instrument was acknowledged before me on 5/18/1999 by Mont Tanner as President as designated to sign this certificate of BARGAIN PRODUCTS, INC. By: /s/Max C. Tanner - -------------------- Notary Public Note: If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regarkless of limitation or restriction on the voting power thereof. EX-4.0 7 (in form of certificate, two-sided) Blini Hut, Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA 25,000,000 SHARES OF COMMON STOCK AUTHORIZED, $.001 PAR VALUE NUMBER_________ SHARES________ CUSIP 093544104 This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF Blini Hut, Inc transferable on the books of the corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are subject to the laws of the State of Nevada, and to the Certificate of Incorporation and Bylaws by the Corporation, as now or hereafter amended. This certificate is not valid unless countersigned by the Transfer Agent. WITNESS the facsimile seal of the Corporation and the signature of its duly authorized officers. DATED (seal as follows: "BARGAIN PRODUCTS, INC. CORPORATE SEAL, NEVADA") /s/RONALD L DRAKE /s/TERRY FIELDS PRESIDENT SECRETARY Countersigned and Registered PACIFIC STOCK TRANSFER COMPANY P.O. Box 93385 Las Vegas, NV 89193 By:____________________________________ AUTHORIZED SIGNATURE The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT--Custodian-- TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act_______________________ in common (State) Additional abbreviations may also be used though not in the above list. For Value Received, __________hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE __________________________________ - ----------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- - -----------------------------------------------------------------------Shares of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint___________________________________Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated__________________ _________________________________________________________________________ NOTICE: SIGNATURE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERNATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, BROKER OR ANY OTHER ELIGIBLE GUARANTOR INSTITUTION THAT IS AUTHORIZED TO DO SO UNDER THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (STAMP) UNDER RULES PROMULGATED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION. EX-10.0 8 STOCK-FOR-STOCK AGREEMENT REORGANIZATION AGREEMENT between Bargain Products, Inc., a Nevada corporation (hereinafter referred to as "BRGN"), and shareholders of Troika, a Delaware corporation (hereinafter referred to as "Troika"). For the Acquisition by BRGN of all the outstanding stock of Troika, in exchange for stock of BRGN. AGREEMENT, dated as of this 10th day of April, 1999, between BRGN and all of the Shareholders of Troika (hereinafter collectively referred to as the "Troika Shareholders"). WHEREAS, the Troika Shareholders own 1,000,000 shares of common stock, $.01 par value per share, of Troika, and which constitutes all of the outstanding shares of common stock of Troika. of the outstanding common stock of Troika, for a total of 1,000,000 issued and outstanding shares of common stock of Troika. WHEREAS, the Troika Shareholders own and have the right to sell, transfer and exchange all of the shares for the purchase of the capital stock of Bargain Products, Inc., Bargain Products, Inc. hereby offers 6,000,000 shares of its restricted common stock to the Troika Shareholders for all of the outstanding common stock of Troika and Bargain Products will have $80,000 in its corporate account at the time of the exchange. The Troika Shareholders wish to make said exchange. WHEREAS, the parties hereto intend that the securities exchange described herein between Bargain Products, Inc. and the Shareholders of Troika will be tax free in accordance with the provisions of Section 368(a)(1)(B) of the Internal Revenue Code. NOW THEREFORE, in consideration of the premises and of the mutual covenants hereinafter set forth, the parties hereto have agreed and by these present do hereby agree as follows: 1.Exchange of Securities. Subject to the terms and conditions hereinafter set forth, at the time of the closing referred to in Section 6 hereof (the "Closing Date"), Bargain Products, Inc. will issue and deliver, or cause to be issued and delivered to the Troika Shareholders, in exchange for all of the issued and outstanding shares of Troika, 6,000,000 shares of its common stock.The shares of Bargain Products, Inc. will be allocated as set forth in Schedule I, attached hereto. The shares of Troika Shareholders will be exchanged for shares in Bargain Products, Inc. on a six-for-one (6 for 1) basis. 2.Representations and Warranties by Troika and Troika Shareholders. Troika and Troika Shareholders each represent and warrant to Bargain Products, Inc., all of which representations and warranties shall be true at the time of closing, and shall survive the closing for a period of six (6) months from the date of closing, except as to the warranties and representations set forth in subsection (i) herein, which shall survive for a period of three (3) years from the date of closing, and those set forth in subsection (l) herein, which shall survive for a period of six (6) months from the date of closing, or from the date when the accounts receivable may become due and payable, whichever shall occur later, that: (a)Troika is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has the corporate powers to own its property and carry on its business as and where it is now being conducted. Copies of the Certificate of Incorporation and the By-Laws of Troika, which have heretofore been furnished by Troika Shareholders to Bargain Products, Inc., are true and correct copies of said Certificate of Incorporation and By-Laws including all amendments to the date hereof. (b)The authorized capital stock of Troika consists of 4,000,000 shares of common stock, $.01 par value ("Common Stock of Troika"), of which 1,000,000 shares have been validly issued and are now outstanding. (c)Troika Shareholders have full power to exchange the shares to purchase the capital stock of Bargain Products, Inc. on behalf of themselves upon the terms provided for in this Agreement, and said shares have been duly and validly issued and are free and clear of any lien or other encumbrance. (d)From the date hereof, and until the date of closing, no dividends or distributions of capital, surplus, or profits shall be paid or declared by Troika in redemption of their outstanding shares or otherwise, and except as described herein no additional shares shall be issued by said corporation. (e)Since the date hereof, Troika has not engaged in any transaction other than transactions in the normal course of the operations of their business, except as specifically authorized by Bargain Products, Inc. in writing. (f)Troika is not involved in any pending or threatened litigation which would materially affect its financial condition disclosed to Bargain Products, Inc. in writing. (g)Troika has and will have on the Closing Date, good and marketable title to all of its property and assets shown on Schedule II, attached hereto, free and clear of any and all liens or encumbrances or restrictions, except as shown on Schedule II, attached hereto and except for taxes and assessments due and payable after the Closing Date and easements or minor restrictions with respect to its property which do not materially affect the present use of such property. (h)(1)The inventories of Troika as reflected in Schedule II, furnished by Troika Shareholders to Bargain Products, Inc. prior to the execution hereof, are valued at book value. (2)The inventory of Troika listed on the schedule referred to in (h) (1) above is hereinafter collectively referred to as the "Inventory." The Inventory is in good and usable condition. (i)As of the date hereof, there are no accounts receivable of Troika of a material nature, except for those accounts receivable set forth in Schedule II, attached hereto. (j)Troika does not now have, nor will it have on the Closing Date, any long-term contracts ("long-term" being defined as more than one year) except those set forth in Schedule II attached hereto. (k)Troika does not now have, nor will it have on the Closing Date any pension plan, profit-sharing plan, or stock purchase plan for any of its employees except those set forth in Schedule II, attached hereto and certain options to proposed executive officers. (l)Troika does not now have, nor will it have on the Closing Date, any known liabilities or contingent liabilities. (m)Upon completion of the stock exchange described herein, the former Troika shareholders who will be receiving the 6,000,000 shares of BRGN restricted common stock will not cause or allow BRGN to undertake a reverse stock split until all options to purchase any currently outstanding common stock have been exercised. 3.Representations and Warranties by Bargain Products, Inc.. Bargain Products, Inc. represents and warrants to the Troika Shareholders, all of which representations and warranties shall be true at the time of closing, and shall survive the closing for a period of six (6) months from the date of closing, as follows: (a)Bargain Products, Inc. is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada and has the corporate power to own its properties and carry on its business as now being conducted and has authorized capital stock consisting of 10,000,000 shares of common stock, $.01 par value per share, of which there are 508,461 shares presently outstanding. (b)Bargain Products, Inc. has the corporate power to execute and perform this Agreement, and to deliver the stock required to be delivered to Troika Shareholders hereunder. (c)The execution and delivery of this Agreement, and the issuance of the stock required to be delivered hereunder have been duly authorized by all necessary corporate actions, and neither the execution nor delivery of this Agreement, nor the issuance of the stock, nor the performance, observance or compliance with the terms and provisions of this Agreement will violate any provision of law, any order of any court or other governmental agency, the Certificate of Incorporation or By-Laws of Bargain Products, Inc. or any indenture, agreement or other instrument to which Bargain Products, Inc. is a party, or by which Bargain Products, Inc. is bound, or by which any of its property is bound. (d)The shares of Common Stock of Bargain Products, Inc. deliverable pursuant hereto will on delivery in accordance with the terms hereof, be duly authorized, validly issued, and fully paid, and non-assessable. (e)Bargain Products, Inc., agrees not to undertake a reverse stock split until such time as all options to purchase any currently outstanding common stock have been exercised. 4.Conditions to the Obligations of Bargain Products, Inc.. The obligations of Bargain Products, Inc. hereunder shall be subject to the conditions that: (a)Bargain Products, Inc. shall not have discovered any material error or misstatement in any of the representations and warranties by the Troika Shareholders herein, and all the terms and conditions of this Agreement to be performed and complied with shall have been performed and complied with. (b)There shall have been no substantial adverse changes in the conditions, financial, business otherwise of Troika from the date of this Agreement, and until the date of closing, except for changes resulting from those operations in the usual and ordinary course of business, and between such dates the business and assets of Troika shall not have been materially adversely affected as the result of any fire, explosion, earthquake, flood, accident, strike, lockout, combination of workmen, taking over of any such assets by any governmental authorities, riot, activities of armed forces, or acts of God or of the public enemies. (c)Bargain Products, Inc. shall upon request and at the time of closing, receive an opinion of counsel to the effect that: (1) Troika is duly organized and validly existing under the laws of the State of Delaware and has the power and authority to own its properties and to carry on its respective business wherever the same shall be located and operated as of the Closing Date; and, (2) this Agreement has been duly executed and delivered by Troika Shareholders and constitutes a legal, valid and binding obligation of the Troika Shareholders enforceable in accordance with its terms. (d)Troika does not now have, nor will it have on the date of closing, any known or unknown liabilities or contingent liabilities, except as specifically set forth on Schedule II, attached hereto. 5.Conditions to the Obligations of Troika Shareholders. The obligations of the Troika Shareholders hereunder are subject to the conditions that: (a)Troika Shareholders shall not have discovered any material error or misstatement in any of the representations and warranties made by Bargain Products, Inc. herein and all the terms and conditions of this Agreement to be performed and complied with by Bargain Products, Inc. shall have been performed and complied with. (b)The Troika Shareholders shall upon request, at the time of closing, receive an opinion of counsel to the effect that: (1) Bargain Products, Inc. is a corporation duly organized and validly existing under the laws of the State of Nevada, and has the power to own and operate its properties wherever the same shall be located as of the Closing Date; (2) the execution, delivery and performance of this Agreement by Bargain Products, Inc. has been duly authorized by all necessary corporate action and constitutes a legal, valid and binding obligation of Bargain Products, Inc., enforceable in accordance with its terms; (3) the securities to be delivered to Troika Stockholders pursuant to the terms of this Agreement has been validly issued, is fully paid and non-assessable; (4) the exchange of the securities herein contemplated does not require the registration of the Bargain Products, Inc. securities pursuant to any Federal law dealing with the issuance, sale, transfer, and/or exchange of corporate securities; (5) that Bargain Products, Inc. is not under investigation by the SEC, the NASD or any state securities commission; (6) that there are no known securities violations; (7) all shares issued by Bargain Products, Inc. have been validly issued in accordance with Nevada or Federal law, are fully paid and non-assessable; and (8) there are no outstanding options, rights, warrants, conversion privileges or other agreements which would require issuance of additional shares. 6.Closing Date. The closing shall take place on or before April 9, 1999, or as soon thereafter as is practicable, at the Law Offices of Max C. Tanner, 2950 East Flamingo Road, Suite G, Las Vegas, Nevada 89121, or at such other time and place as the parties hereto shall agree upon. 7.Actions at the Closing. At the closing, Bargain Products, Inc. and Troika Shareholders will each deliver, or cause to be delivered to the other, the securities to be exchanged in accordance with Section I of this Agreement and each party shall pay any and all Federal and State taxes required to be paid in connection with the issuance and the delivery of their own securities. All stock certificates shall be in the name of the party to which the same are deliverable. 8.Conduct of Business, Board of Directors, etc. Between the date hereof and the Closing Date, Troika will conduct its business in the same manner in which it has heretofore been conducted and the Troika Shareholders will not permit Troika to: (1) enter into any contract, etc., other than in the ordinary course of business; or (2) declare or make any distribution of any kind to the stockholders of Troika, without first obtaining the written consent of Bargain Products, Inc.. Upon closing, the old officers and members of the board of directors of Bargain Products, Inc. will tender their resignations and a new Board of Directors will be elected by the shareholders of Bargain Products, Inc., which shall consist of the following individuals: Simon Kublanov Leonid Kuvykin Upon election of the above Board of Directors, and subject to the authority of the Board of Directors as provided by law and the By-Laws of Bargain Products Inc., the new officers of Bargain Products, Inc., after the closing date of this Agreement shall be as follows: Simon KublanovPresident and Chief Executive Officer Leonid KuvykinSecretary & Treasurer 9.Access to the Properties and Books of Troika. The Troika Shareholders hereby grant to Bargain Products, Inc., through their duly authorized representatives and during normal business hours between the date hereof and the Closing Date, the right of full and complete access to the properties of Troika and full opportunity to examine their books and records. 10.Miscellaneous (a)This Agreement shall be controlled, construed and enforced in accordance with the laws of the State of Nevada. (b)Each of the Constituent Corporations shall bear and pay all costs and expenses incurred by it or on its behalf in connection with the consummation of this Agreement, including, without limiting the generality of the foregoing, fees and expenses of financial consultants, accountants and counsel and the cost of any documentary stamps, sales and excise taxes which may be imposed upon or be payable in respect to the transaction. (c)At any time before or after the approval and adoption by the respective stockholders of the Constituent Corporations, if required, this Reorganization Agreement may be amended or supplemented by additional written agreements, as may be determined in the judgment of the respective Boards of Directors of the Constituent Corporations to be necessary, desirable or expedient to further the purpose of this Reorganization Agreement, to clarify the intention of the parties, to add to or to modify the covenants, terms or conditions contained herein, or otherwise to effectuate or facilitate the consummation of the transaction contemplated hereby. Any written agreement referred to in this paragraph shall be validly and sufficiently authorized for the purposes of this Reorganization Agreement if signed on behalf of Troika or Bargain Products, Inc., as the case may be, by its Chairman of the Board, or its President. (d)This Reorganization Agreement may be executed in any number of counterparts and each counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one Reorganization Agreement. (e)This Agreement shall be binding upon and shall inure to the benefit of the heirs, executors, administrators and assigns of the Troika Shareholders and upon the successors and assigns of Bargain Products, Inc.. (f)All notices, requests, instructions, or other documents to be given hereunder shall be in writing and sent by registered mail: If to Troika Shareholders, then:Simon Kublanov 47-39 49th Street Woodside, NY 11377 If to Bargain Products, Inc., then:Bargain Products, Inc. 2959 E. Flamingo Road, Ste. G Las Vegas, NV 89121 The foregoing Reorganization Agreement, having been duly approved or adopted by the Board of Directors, and duly approved or adopted by the stockholders of the constituent corporation, as required, in the manner provided by the laws of the State of Nevada, the Chairman of the Board, the President or the Secretary of said corporations, and the Shareholders of Troika do now execute this Reorganization Agreement under the respective seals of said corporation by the authority of the directors and stockholders of each, as required, as the act, deed and agreement of each of said corporations. This Stock-For-Stock Agreement may be signed in two or more counterparts. BARGAIN PRODUCTS, INC. By:____________________ Mont Tanner, President SHAREHOLDERS _____________________ Simon Kublanov _____________________ Leonid Kuvykin SHAREHOLDERS OF TROIKA Name Number of Shares Simon Kublanov 300,000 Leonid Kuvykin 700,000 EX-27.0 9
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED FINANCIAL STATEMENT DATED DECEMEBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000943912 BLINI HUT, INC. 1 USD 12-MOS DEC-31-1999 JAN-31-1999 DEC-31-1999 1 3,896 0 47,647 2,647 30,000 78,896 314,063 97,416 345,203 157,030 0 0 0 95,085 61,020 345,203 674,094 674,094 529,843 440,480 0 0 0 (296,229) 0 (296,229) 0 0 0 (296,229) (.09) (.09)
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