LBO CAPITAL CORP - FORM 10-K/A - January 4, 2011

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A


 

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


     For the fiscal year ended December 31, 2008


[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


     For the transition period from _________ to ____________


     Commission File No. 33-19107


LBO CAPITAL CORP.

 (Exact name of Registrant as specified in its charter)



Colorado

38-2780733

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification)



3509 Auburn Rd. Auburn Hills, MI

48326

(Address of principal executive offices)

(Zip Code)


Registrant’s telephone number (248) 844-0300

Securities registered pursuant to Section 12(b) of the Act: none

Securities registered pursuant to Section 12 (g) of the Act: $0.0001 par value common stock

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ¨   No  x 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ¨   No  x

Indicate by check mark whether the Registrant (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

  

  

  

  

  

  

  

  

  

  

  

Large accelerated filer

  

¨

  

 Accelerated filer

  

¨

  

  

Non-accelerated filer

  

¨

  

 Smaller reporting company

  

x

 Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).    ¨ Yes xNo

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of June 30, 2008 is approximately $1,000.

The number of shares of the issuer’s Common Stock outstanding as of December 31, 2008 was 21,870,866.





Explanatory Note


This is an amendment to the form 10-K/A filed on January 4, 2011 for the sole purpose of attaching the exhibits that were not disseminated during the initial transmission of the 10-K/A.   The following exhibits are attached:  




10   Material contracts:

10.1       Definitive agreement dated December 31, 2007.

10.O-2   2007 Stock Option Plan.

10.3       ADCI credit agreement dated April 1, 2003.

10.4       GTI credit agreement dated April 1, 2003.

10.5       Lasera agreement dated September 27, 2008**.

10.6       Note payable between GTI and TICO.

10.7       Note payable between LBO and AP3.

10.8       Note payable between Load Hog and AP3.

10.9       Note payable to Battleridge.

10.10     US Quest and GTI license agreement dated April 8, 2006.    

10.11     NVH Solutions and GTI license agreement dated April 15, 2008.

10.12     License agreement between ERT and GTI dated June 18, 2008**.

10.13     License agreement between ERT and GTI dated June 23, 2008**.

10.14     Letter of Intent between GTI and Weldmation, Inc dated July 14, 2008.

10.15     Joint Venture agreement between GTI and Weldmation, Inc dated

              October 4, 2008.

10.16     LBO and Load Hog distribution agreement dated October 31, 2008.

10.17     License agreement dated November 1, 2008 between LBO and ERT.

10.18     Supplemental agreement dated December 15, 2003 between GTI and
              3DM.

10.19     Agreement dated November 22, 2003 between GTI and 3DM.

10.20     Agreement dated April 24, 2008 between LBO Capital Corp. and Global
              Energy Conversion, LLC.

10.21     LoadHog Industries, Inc and LBO Capital agreement dated
              September 2, 2008.

10.22    Agreement proposed by First Equity Corporation.

10.23     Board Minutes approving First Equity Agreement.

10.24     Capital - Plus Partners agreement.

10.25     Capital - Plus Partners certificate of resolution.

10.26     Capital - Plus Partners personal guaranty.

10.27     Capital - Plus Partners exhibit B to the agreement.

10.28     Capital - Plus Partners exhibit C to the agreement.

10.29     GreenTech Manufacturing invoice.

10.30     Technology share agreement. **

10.31     Subgrant letter date October 6, 2009. **

10.32     Note payable to Longborough

** Incorporated by reference from the Company’s report on Form 10-Q for the period ended
     September 30, 2009.

 




SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registration has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.




LBO CAPITAL CORP.

(Company)



By: /s/ Thomas W. Itin

            President and CEO


Date:    January 4, 2011


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities indicated,

on January 4, 2011.  



Signature:   /s/ Thomas W. Itin

                    Chairman of the Board of Directors,

                    President & Chief Excecutive Officer


Signature: /s/ Salvatore Parlatore

                     Director


Signature: /s/ Achille DiNello

                     Director


Signature: /s/ William Lopshire

                     Director


Signature: /s/ Sebastian Moeritz

                     Director


Signature: /s/ Majlinda Xhuti

                    Chief Financial Officer & Chief Accounting Offic




EXHIBIT 31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer


I, Thomas W. Itin certify that:

 

1.

I have reviewed this Annual Report on Form 10-K/A of LBO Capital Corp.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 


Date: January 4, 2011

 

 

/s/ Thomas W. Itin

Chief Executive Officer










EXHIBIT 31.2

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer


I, Majlinda Xhuti, certify that:

 

1.

I have reviewed this Annual Report on Form 10-K/A of LBO Capital, Corp.

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 


Date: January 4, 2011

 

 

/s/ Majlinda Xhuti

Chief Financial Officer






EXHIBIT 32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 


      I, Thomas W. Itin, Chief Executive Officer of LBO Capital Corp. (the “Company”), hereby certify pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

   

 

1.

the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2008, to which this statement is furnished as an exhibit (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

  

 

2.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: January 4, 2011

  

/s/Thomas W Itin.

 
  

Chairman of the Board of Directors and

 

Chief Executive Officer

 


EXHIBIT 32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 


      I, Majlinda Xhuti, Chief Financial Officer of LBO Capital Corp. (the “Company”), hereby certify pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

   

 

1.

the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2008 to which this statement is furnished as an exhibit (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

   

 

2.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: January 4, 2011

  

/s/Majlinda Xhuti.

 
  

Chief Financial Officer