The following table sets forth information about our executive officers and directors.
NAME
AGE
POSITION
Anthony Fusco
41
President, Treasurer and Director
ANTHONY FUSCO - Mr. Fusco is our President, Treasurer and Director and has been an officer and director since our inception in 1998. In addition, he was an officer and director of Northport Holding, Inc., our parent company, upon its inception in 1997 until its merger with us effective January 1, 2000. Mr. Fusco has a background in accounting, management, and financial markets. Mr. Fusco holds Series 7, Series 63, Series 55 and Series 24 securities licenses. As stated above, in June 1997 he founded Northport Holding, Inc., which merged with Stocktrade Network, Inc. (it was known as Northport Equity Trading, Inc. immediately prior to the merger) in January 2000. During his tenure as President of Stocktrade, he has acted as a principal for several broker-dealers for the benefit of Stocktrade. The broker-dealers include Thomas M. Couch, Inc. from July 1999 through September 1999; Legend
Securities, Inc. from December 2000 to the present time; and Lieber and Weissman Securities, LLC from November 1998 through December 2000. Mr. Fusco is also the Chief Financial Officer and Executive Vice-President of Collective Infrastructure Technology, Inc. (CIT) is a New York Corporation with its office at 572 Craig Avenue, Staten Island, NY 10307. CIT was formed in November, 2001. Its core business is to design, engineer and install infrastructure for voice, data, video (satellite and terrestrial) and security systems in large residential and commercial buildings. In 1986, Mr. Fusco earned a Bachelor of Science degree in Accounting from St. John’s University in New York City. Mr. Fusco works at least forty plus hours per week for us. His obligations as an Executive VP and CFO for Collective Infrastructure Technology, Inc. require about ten hours per week and much of that time is spent after regular business hours.
All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of directors. We have not compensated our directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees.
None of our officers and/or directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.
The following is a description of Legend’s officers and directors:
Anthony Fusco – Chief Executive Officer
Mr. Fusco has been an officer of Legend since December 2000. The remainder of his background is listed above.
Salvatore C. Caruso - President
Mr. Caruso has been an officer and director of Legend since its inception. Mr. Caruso has over 10 years of experience in the financial services industry. He has held his Certified Financial Planner license since 1997. Additionally, Mr. Caruso has held senior management positions, and in 1996 founded StratVest Financial Management (Stratvest), a financial planning and investment advisory firm. Mr. Caruso provides financial planning services for personal clients and currently remains a principal at Stratvest. He is in charge of compliance and financial planning at Legend.
Mark Sulavka – Chief Technology Officer
Mr. Sulavka has been an officer and director of Legend since December 2000. Prior to joining Legend, Mr. Sulavka spent 14 years in the financial industry, most recently focusing on financial technology. Mr. Sulavka was Head of the International Trading Desk for Quantum Financial, a joint venture between ING Baring and Rosenthal Collins, and was later the Senior Dealer of Foreign Exchange Operations at Rosenthal Collins. Mr. Sulavka has also been a committee member of various electronic exchange initiatives including: GLOBEX (Chicago Mercantile Exchange), ACCESS (New York Mercantile Exchange), and Project A (Chicago Board of Trade). In 1998, Mr. Sulavka founded and remains President of Platform Technologies, a financial consultancy that builds enterprise software for the financial industry.
BOARD COMMITTEES
The Board of Directors has established no committees.
The following table sets forth information concerning annual and long-term compensation, on an annualized basis for the 2004 and 2005 fiscal year, for our Chief Executive Officer and for each of our other executive officers (the “Named Executive Officers”) whose compensation on an annualized basis is anticipated to exceed $100,000 during fiscal 2004 and 2005.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
LONG TERM COMPENSATION
NAME AND PRINCIPAL
POSITION
FISCAL
YEAR(1)
OTHER
SALARY
ANNUAL
BONUS
RESTRICTED
STOCK
COMPENSATION
SECURITIES
UNDERLYING
AWARDS
OPTIONS
(NO. OF SHARES)
ALL OTHER
COMPENSATION
Anthony Fusco President, Treasurer
and Director
2004
$140,000
0
0
0
0
13,000
2005
$140,000
0
0
0
0
13,000
2006
$140,000
0
0
0
14,000,000(2)
19,000
(1)
Our fiscal year ends December 31.
(2)
Mr. Fusco received 14,000,000 options to purchase shares of our common stock as described below. If exercised, Mr. Fusco could forgive past due salaries as consideration for said shares.
Our shareholders may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.
STOCK OPTIONS
The following table sets forth information with respect to stock options granted to the Named Executive Officers during fiscal year 2006 to date (no options were granted in fiscal 2005):
OPTION GRANTS IN FISCAL 2006
(INDIVIDUAL GRANTS)(1)
NAME
NUMBER OF
SECURITIES UNDERLYING
OPTIONS GRANTED
% OF TOTAL OPTIONS
GRANTED TO EMPLOYEES IN
FISCAL 2006
EXERCISE
PRICE
EXPIRATION
DATE
Anthony Fusco
14,000,000
100%
$0.03
3/31/2011
No Executive Officer held options during the 2004 or 2005 fiscal year. The following table sets forth information as to the number of shares of common stock underlying unexercised stock options and the value of unexercised in-the-money stock options at the 2004 and 2005 fiscal year ends: None
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
Aggregated Option Exercises and Fiscal Year-End Option Value Table. The following table sets forth certain information regarding stock options exercised during fiscal year ending December 31, 2005, by the executive officer named in the Summary Compensation Table.
Name
Shares acquired on exercise (#)
Value realized ($)
Number of Securities Underlying Unexercised Options at Fiscal
Year-End(#)
Exercisable/ Unexercisable
Value of Unexercised In-the-Money Options at Fiscal Year-
End($)(1)
Exercisable/ Unexercisable
None
Employment Contracts - We presently do not have any employments agreements.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of August 11, 2006, certain information with
respect to the beneficial ownership of the common stock by (1) each person known
by us to beneficially own more than 5% of our outstanding shares, (2) each of
our directors, (3) each Named Executive Officer and (4) all of our executive
officers and directors as a group. Except as otherwise indicated, each person
listed below has sole voting and investment power with respect to the shares of
common stock set forth opposite such person’s name.
NAME AND ADDRESS OF
BENEFICIAL OWNER
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
PERCENT OF
OUTSTANDING SHARES (1)
Anthony Fusco
39 Broadway
Suite 740
New York, New York 10006
2,085,602
20.89%
Irwin Tancer
39 Broadway
Suite 740
New York, New York 10016
1,303,334
13.06%
Charles Noto
39 Broadway
Suite 740
New York, New York 10016
1,250,000
12.52%
David Serure
39 Broadway
Suite 740
New York, New York 10016
527,334
5.28%
All directors and executive
officers as a Group (1 person)
2,085,602
20.89%
(1) Based on 9,982,525 shares issued and outstanding as of August 11, 2006. This table is based upon information obtained from our stock records. Unless otherwise indicated in the footnotes to the above table and subject to community property laws where applicable, we believe that each shareholder named in the above table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.
SELLING STOCKHOLDERS
The following table sets forth the name of the selling stockholders, the number
of shares of common stock beneficially owned by each of the selling stockholders
as of August 11, 2006 and the number of shares of common stock being offered by
the selling stockholders. The shares being offered hereby are being registered
to permit public secondary trading, and the selling stockholders may offer all
or part of the shares for resale from time to time. However, the selling
stockholders are under no obligation to sell all or any portion of such shares
nor are the selling stockholders obligated to sell any shares immediately upon
effectiveness of this prospectus. All information with respect to share
ownership has been furnished by the selling stockholders.
Name Of Selling Stockholder
Shares of common Stock owned prior to offering *
Percent of Common Stock owned prior to offering **
Shares of common stock to be sold
Shares of common Stock owned After offering
Percent **
Steve Bhalala
500
0.005%
500
0
0.000%
Gary Guerriero
1,000
0.010%
1,000
0
0.000%
John Harrison
1,000
0.010%
1,000
0
0.000%
Mr Humphries & Mrs Humphries
1,000
0.010%
1,000
0
0.000%
Julia Morrissey
1,000
0.010%
1,000
0
0.000%
Larry Severson
1,000
0.010%
1,000
0
0.000%
John Ruth
1,250
0.013%
1,250
0
0.000%
Philip Buchen & Mary Jane Buchen Jtten
2,000
0.020%
2,000
0
0.000%
Rickey Liston
2,000
0.020%
2,000
0
0.000%
Jason Simms
2,500
0.025%
2,500
0
0.000%
Mr. Paul Walther
2,500
0.025%
2,500
0
0.000%
Wendell Mcdowell
2,666
0.027%
2,666
0
0.000%
Guy Izzo
3,000
0.030%
3,000
0
0.000%
Ivan Flannery
4,000
0.040%
4,000
0
0.000%
Dave Lewis Gale
4,000
0.040%
4,000
0
0.000%
Sterling Trust Company FBO Michel R Claybrook Ira
4,000
0.040%
4,000
0
0.000%
Marianne Beede
5,000
0.050%
5,000
0
0.000%
Vincent Costanza Iii
5,000
0.050%
5,000
0
0.000%
Delaware Charter Guar & Trust FBO Charles Rice Tr 1333877
5,000
0.050%
5,000
0
0.000%
Mark Fleer
5,000
0.050%
5,000
0
0.000%
Mr. Greg Hardy
5,000
0.050%
5,000
0
0.000%
O F Jones
5,000
0.050%
5,000
0
0.000%
Zoila Serrano
5,000
0.050%
5,000
0
0.000%
Sterling Trust Company FBO Mark E Fleer Ira
5,000
0.050%
5,000
0
0.000%
Daniel Keith Ehnis
6,000
0.060%
6,000
0
0.000%
National Financial Services Co Dave Lewis Gale Ira
6,000
0.060%
6,000
0
0.000%
Keith Green
6,666
0.067%
6,666
0
0.000%
Dennis Healy
7,000
0.070%
7,000
0
0.000%
Daniel Abadir & Susan Abadir Jtten
10,000
0.100%
10,000
0
0.000%
Steve Anzalone
10,000
0.100%
10,000
0
0.000%
Jefferson G Bangs
10,000
0.100%
10,000
0
0.000%
James E. Beale, Jr.
10,000
0.100%
10,000
0
0.000%
Richard Becker
10,000
0.100%
10,000
0
0.000%
Eugene Bracken
10,000
0.100%
10,000
0
0.000%
Houston W Briggs Ii
10,000
0.100%
10,000
0
0.000%
Ralph W Bronkema & Ethel L Bronkema Jten
10,000
0.100%
10,000
0
0.000%
Phillip R Buchen & Mary Buchen Jtten
10,000
0.100%
10,000
0
0.000%
Dale Buford
10,000
0.100%
10,000
0
0.000%
Central Hydraulics Inc
[1]
10,000
0.100%
10,000
0
0.000%
Charles Schwab & Co FBO William M Enright Ira
10,000
0.100%
10,000
0
0.000%
Cj & Rs Kelly Pty Ltd
10,000
0.100%
10,000
0
0.000%
Vincent Costanza Jr
10,000
0.100%
10,000
0
0.000%
Vincent Costanza Iii
10,000
0.100%
10,000
0
0.000%
Thomas Cuen
10,000
0.100%
10,000
0
0.000%
Philip Day
10,000
0.100%
10,000
0
0.000%
Greg Deanna & Alison Deanna Jtwros
10,000
0.100%
10,000
0
0.000%
Delaware Charter Guar & Trust FBO William H Buegue Tr 130762
10,000
0.100%
10,000
0
0.000%
Delaware Charter Guar & Trust FBO James Punchess Tr 1290523
10,000
0.100%
10,000
0
0.000%
Delaware Charter Guar & Trust FBO Norman Ruiz Tr 1319116
10,000
0.100%
10,000
0
0.000%
Delaware Charter Guar & Trust FBO Charles Bonuccelli Tr 1341
10,000
0.100%
10,000
0
0.000%
Delaware Charter Guar & Trust FBO Albert Davis Tr 1328417
10,000
0.100%
10,000
0
0.000%
Deleware Charter Guar & Trust FBO David O Neal Tr 1307623
10,000
0.100%
10,000
0
0.000%
Ruth Dragg & Alan Taylor Jtten
10,000
0.100%
10,000
0
0.000%
Joel Maroney
10,000
0.100%
10,000
0
0.000%
E-Trade Securities Inc FBO Ralph V Johnson Ira
10,000
0.100%
10,000
0
0.000%
Robert Emmert
10,000
0.100%
10,000
0
0.000%
Doulas Engers
10,000
0.100%
10,000
0
0.000%
Fidelity Investments FBO Franklin T Ralton Ira
10,000
0.100%
10,000
0
0.000%
George Fore
10,000
0.100%
10,000
0
0.000%
Robert M Frazette
10,000
0.100%
10,000
0
0.000%
Sneha Gandhi
10,000
0.100%
10,000
0
0.000%
Lawrence S Greco & Anna Marie Piccininni
10,000
0.100%
10,000
0
0.000%
Robert Guthrie
10,000
0.100%
10,000
0
0.000%
Donald Harris
10,000
0.100%
10,000
0
0.000%
Gerald Hecker
10,000
0.100%
10,000
0
0.000%
John P Hess
10,000
0.100%
10,000
0
0.000%
David Hughes
10,000
0.100%
10,000
0
0.000%
Dr Adrian Humphries & Deborah Humphries Jtten
10,000
0.100%
10,000
0
0.000%
James S Hurst
10,000
0.100%
10,000
0
0.000%
Independent Trust Corp Ttee Philip Day
10,000
0.100%
10,000
0
0.000%
Independent Trust Corporation Donald L Brooks Tr 51243
10,000
0.100%
10,000
0
0.000%
Stephen R Jacapraro
10,000
0.100%
10,000
0
0.000%
Joe & Genevieve Aberle Living
10,000
0.100%
10,000
0
0.000%
_________________________
(1) Scott and Margaret Bronseth are the beneficial owners of Central Hydraulics Inc.
Edward D Jones FBO Gregory J Young Ira
10,000
0.100%
10,000
0
0.000%
David Koch & John Read Jtten
10,000
0.100%
10,000
0
0.000%
Roger F. Kuss & Sara B. Kuss Jtwros
10,000
0.100%
10,000
0
0.000%
Lakeview Valve & Fitting
[2]
10,000
0.100%
10,000
0
0.000%
Merrill Lynch FBO David C Hulst Ira
10,000
0.100%
10,000
0
0.000%
Deborah B Mahaney & Dana Faye Serure Jtten
10,000
0.100%
10,000
0
0.000%
Matt Matsumura
10,000
0.100%
10,000
0
0.000%
Carl H Mitchell
10,000
0.100%
10,000
0
0.000%
Michael J O’Neil IRA
10,000
0.100%
10,000
0
0.000%
Robert Parish
10,000
0.100%
10,000
0
0.000%
Brian Patterson
10,000
0.100%
10,000
0
0.000%
Ellis Paz
10,000
0.100%
10,000
0
0.000%
Patricia Pearson
10,000
0.100%
10,000
0
0.000%
Timothy Peterson
10,000
0.100%
10,000
0
0.000%
Progressive Financial Systems
[3]
10,000
0.100%
10,000
0
0.000%
Prudential Securities FBO Ronald L Avery Ira
10,000
0.100%
10,000
0
0.000%
Retirement Accounts Inc FBO Robert E Peyser Ira
10,000
0.100%
10,000
0
0.000%
Charles Rice & Charles Sizemore Jtten
10,000
0.100%
10,000
0
0.000%
Charles E Rice & Marianne Beede Jtten
10,000
0.100%
10,000
0
0.000%
Jesse Schreiber
10,000
0.100%
10,000
0
0.000%
Mark A Schuknecht
10,000
0.100%
10,000
0
0.000%
Charles Schwab FBO Keith Patrick Green Ira
10,000
0.100%
10,000
0
0.000%
Socrates Siadas
10,000
0.100%
10,000
0
0.000%
George R Smith
10,000
0.100%
10,000
0
0.000%
Ian Smith
10,000
0.100%
10,000
0
0.000%
Robert A Smith
10,000
0.100%
10,000
0
0.000%
James Snyder
10,000
0.100%
10,000
0
0.000%
Luke Spano Jr & Teresa Spano Jtten
10,000
0.100%
10,000
0
0.000%
Luke Spano Iii & Linda Spano Jtten
10,000
0.100%
10,000
0
0.000%
Ronald Stein
10,000
0.100%
10,000
0
0.000%
Sterling Trust Co FBO Joel Maroney Ira
10,000
0.100%
10,000
0
0.000%
Sterling Trust Company FBO Rosaleen C Bierwagen Ira
10,000
0.100%
10,000
0
0.000%
Sterling Trust Company FBO Adrian Humphries Ira
10,000
0.100%
10,000
0
0.000%
James Patrick Sullivan
10,000
0.100%
10,000
0
0.000%
Fred Swartz
10,000
0.100%
10,000
0
0.000%
Alan Taylor
10,000
0.100%
10,000
0
0.000%
William R Tipton
10,000
0.100%
10,000
0
0.000%
Turland Building Company
[4]
10,000
0.100%
10,000
0
0.000%
Turner Toys Inc. Retirement Pl
[5]
10,000
0.100%
10,000
0
0.000%
Mark Vetterli
10,000
0.100%
10,000
0
0.000%
Hg White
10,000
0.100%
10,000
0
0.000%
Byron Yancy
10,000
0.100%
10,000
0
0.000%
Harold H Young & Gail D Young Jtwros
10,000
0.100%
10,000
0
0.000%
_________________________
(2) Timothy Colman is the beneficial owner of Lakeview Valve and Fitting.
(3)Kenneth Gerhardt is the beneficial owner of Progressive Financial Systems.
(4)Gary Turland is the beneficial owner of Turland Building Co.
(5)Paul Turner is the beneficial owners of Turner Toys Inc Retirement Acct Pl
Leonard Zehnpfennig & Penney Zehnpfennig Jtten
10,000
0.100%
10,000
0
0.000%
Philip Jones
12,000
0.120%
12,000
0
0.000%
John White
12,400
0.124%
12,400
0
0.000%
The Joseph & Idii Lieber Found
12,500
0.125%
12,500
0
0.000%
Edward Morse
12,500
0.125%
12,500
0
0.000%
Mark Schukneckt
12,500
0.125%
12,500
0
0.000%
Bob Parish
13,354
0.134%
13,354
0
0.000%
Charles E Rice
14,000
0.140%
14,000
0
0.000%
Ted Adams
15,000
0.150%
15,000
0
0.000%
Delaware Charter Guarantee & Tttee FBO O F Jones Tr 1325873
15,000
0.150%
15,000
0
0.000%
NFSC C/O Fidelity FBO James E Schwiner Ira
15,000
0.150%
15,000
0
0.000%
Thomas Gardner
15,000
0.150%
15,000
0
0.000%
Clifford Milton
15,000
0.150%
15,000
0
0.000%
Salvatore Palma
15,000
0.150%
15,000
0
0.000%
Richard Pickering
15,000
0.150%
15,000
0
0.000%
Charles E Rice
15,000
0.150%
15,000
0
0.000%
Stuart Stevens
15,000
0.150%
15,000
0
0.000%
Walter Ward
15,000
0.150%
15,000
0
0.000%
Shell Claybrook
16,000
0.160%
16,000
0
0.000%
Kenneth Gerhardt
16,000
0.160%
16,000
0
0.000%
Adrian Humphries
17,500
0.175%
17,500
0
0.000%
Peter Oliver & Cj Coxhead
18,000
0.180%
18,000
0
0.000%
James Dys
20,000
0.200%
20,000
0
0.000%
Edward Jones Investments FBO Wendell D Mcdowell Ira
20,000
0.200%
20,000
0
0.000%
NFSC C/O Fidelity FBO Fred Swartz Ira
20,000
0.200%
20,000
0
0.000%
Ivan Flannery
20,000
0.200%
20,000
0
0.000%
John Robert Guy
20,000
0.200%
20,000
0
0.000%
Frederick Hall
20,000
0.200%
20,000
0
0.000%
Greg Hardy
20,000
0.200%
20,000
0
0.000%
James S Hurst
20,000
0.200%
20,000
0
0.000%
Of Jones
20,000
0.200%
20,000
0
0.000%
Rickey Lee Liston
20,000
0.200%
20,000
0
0.000%
Joel Maroney
20,000
0.200%
20,000
0
0.000%
Matt Matsamura
20,000
0.200%
20,000
0
0.000%
Michael Mcknight
20,000
0.200%
20,000
0
0.000%
Russell F Paterson & Margaret D Hill Jtten
20,000
0.200%
20,000
0
0.000%
David R Replogle
20,000
0.200%
20,000
0
0.000%
Fred Swartz
20,000
0.200%
20,000
0
0.000%
Donald R Talbot
20,000
0.200%
20,000
0
0.000%
Donald R Talbot
20,000
0.200%
20,000
0
0.000%
Jack Tyler
20,000
0.200%
20,000
0
0.000%
Raymond Wagner
20,000
0.200%
20,000
0
0.000%
Christopher Michael Windridge
21,666
0.217%
21,666
0
0.000%
Danny Williams
23,332
0.234%
23,332
0
0.000%
Randy Massey
23,400
0.234%
23,400
0
0.000%
Ronald Kuenning
24,000
0.240%
24,000
0
0.000%
Simon Bullen
25,000
0.250%
25,000
0
0.000%
Rose Ciampolilo & Paul Sciarrino Jtwros
25,000
0.250%
25,000
0
0.000%
Donald Freeburg
25,000
0.250%
25,000
0
0.000%
Revocable Liv Tr Of John A Hog Mathilda G Hoglund Uad 6/1/00
25,000
0.250%
25,000
0
0.000%
Micael Tseghai Siyah Partnersh
25,000
0.250%
25,000
0
0.000%
National Financial Services Co FBO Ronald Kuenning
25,000
0.250%
25,000
0
0.000%
Larry Severson Ira
25,000
0.250%
25,000
0
0.000%
George R. Smtih
25,000
0.250%
25,000
0
0.000%
Sterling Trust Co FBO G Fraser Brown
25,000
0.250%
25,000
0
0.000%
Paul Walther & A Ruth Walther Jtten
25,000
0.250%
25,000
0
0.000%
Alan Treadwell
26,000
0.260%
26,000
0
0.000%
Charles Schwab & Co Ira FBO Bruce Campbell Ira
28,500
0.285%
28,500
0
0.000%
Russell Dorr
30,000
0.301%
30,000
0
0.000%
Robert B Guthrie
30,000
0.301%
30,000
0
0.000%
Carl H Mitchell
30,000
0.301%
30,000
0
0.000%
Perfection Fresh Merchandising
[1]
30,000
0.301%
30,000
0
0.000%
John Poposki
30,000
0.301%
30,000
0
0.000%
Kenneth Rall
30,000
0.301%
30,000
0
0.000%
James Schwiner
30,000
0.301%
30,000
0
0.000%
D Thomas Willis
30,000
0.301%
30,000
0
0.000%
William Connelly
30,785
0.308%
30,785
0
0.000%
Thomas Daley
30,785
0.308%
30,785
0
0.000%
Matthew Walsh
30,785
0.308%
30,785
0
0.000%
Bradley B Root & Holly S. Root Jtwros
35,000
0.351%
35,000
0
0.000%
Eric D Root & Gail G. Root Jtwros
35,000
0.351%
35,000
0
0.000%
Delaware Carter Guar & Trust C FBO Don Griffey Tr 1295751
37,500
0.376%
37,500
0
0.000%
Greg Hardy
37,500
0.376%
37,500
0
0.000%
Richard Bishop
38,250
0.383%
38,250
0
0.000%
Michael Tseghai
39,666
0.397%
39,666
0
0.000%
Richard I Anslow
40,000
0.401%
40,000
0
0.000%
Delaware Charter Guar & Trust FBO Yungee Chang Tr 1305698
40,000
0.401%
40,000
0
0.000%
James Schwiner
40,000
0.401%
40,000
0
0.000%
D Thomas Willis
44,000
0.441%
44,000
0
0.000%
E D Jones FBO John Wesley Mathis Iv 91691297
47,000
0.471%
47,000
0
0.000%
Dale Burford
50,000
0.501%
50,000
0
0.000%
Tom Cuen
50,000
0.501%
50,000
0
0.000%
Kenneth P Dys & Ann M Dys Jtten
50,000
0.501%
50,000
0
0.000%
Paul Sciarrino
50,000
0.501%
50,000
0
0.000%
John Simonetta
50,000
0.501%
50,000
0
0.000%
Hilary Dash
52,250
0.523%
52,250
0
0.000%
David Boyanich
55,000
0.551%
55,000
0
0.000%
Philip Jones
60,000
0.601%
60,000
0
0.000%
Siyah Partnership
[7]
60,000
0.601%
60,000
0
0.000%
Paul Walther & A Ruth Walther Jtten
60,000
0.601%
60,000
0
0.000%
Delaware Charter Guar & Trust FBO Kenneth Rall Tr 1284458
75,000
0.751%
75,000
0
0.000%
Scott A. Root
87,500
0.877%
87,500
0
0.000%
Delbert Smith
90,000
0.902%
90,000
0
0.000%
David B Root & Kathleen F. Root Jtten
105,000
1.052%
105,000
0
0.000%
Daivd B Root & Marjorie D. Root Jtwros
122,500
1.227%
122,500
0
0.000%
Sterling Trust Co FBO Diana Lyn Farran Ira
125,000
1.252%
125,000
0
0.000%
_________________________
(6) John Simonetta is the beneficial owners of Perfection Fresh Merchandising.
(7) Michael Tseghai are the beneficial owners of Siyah Partnership
Eric Farran
140,000
1.402%
140,000
0
0.000%
Marjorie D. Root
140,000
1.402%
140,000
0
0.000%
Dennis Arrouet
175,000
1.753%
175,000
0
0.000%
Allen J Baird
360,000
3.606%
360,000
0
0.000%
David A Serure
527,334
5.283%
0
527,334
5.283%
Anthony Fusco
2,085,602
20.893%
0
2,085,602
20.893%
Stocktrade Treasury
20,000
0.000%
0
0.000%
(*)
Assumes that all of the shares of common stock offered in this prospectus are
sold and no other shares of common stock are sold or issued during the offering
period.
(**) Based on 9,982,525 shares issued and outstanding as of August 11, 2006.
None of the selling shareholders are broker-dealers or are affiliated with broker-dealers. Both currently own in excess of 10% of our shares of common stock and therefore are beneficial owners of our subsidiary, Legend Securities.
PLAN OF DISTRIBUTION
The shares may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokers, dealers or underwriters who may act solely as agents or may acquire shares as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. We will file a post-effective amendment if the selling shareholders enter into an agreement, after effectiveness, to sell their shares to a broker-dealer. In addition, if these shares being registered for resale are transferred from the named selling shareholders and the new shareholders wish to rely on the prospectus to resell these shares, then a post-effective amendment will be filed naming these individuals as selling shareholders in accordance with the information required by Item 507 of Regulation S-B. The
distribution of the shares may be effected in one or more of the following methods:
*
ordinary brokers transactions, which may include long or short sales,
*
transactions involving cross or block trades on any securities or market where our common stock is trading,
*
purchases by brokers, dealers or underwriters as principal and resale by such purchasers for their own accounts pursuant to this prospectus,
*
“at the market” to or through market makers or into an existing market for the common stock,
*
in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents,
*
through transactions in options, swaps or other derivatives (whether exchange listed or otherwise), or
*
any combination of the foregoing, or by any other legally available means.
In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus.
Our common stock is not traded on any national stock exchange and in accordance
with Rule 457, the offering price was determined by the price selling
shareholders purchased shares in our May 2005 private placement
memorandum.
Brokers, dealers, underwriters or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). The selling stockholders and any broker-dealers acting in connection with the sale of the shares hereunder may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act of 1933, and any commissions received by them and any profit realized by them on the resale of shares as principals may be deemed underwriting compensation under the Securities Act of 1933. Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no
existing arrangements between the selling stockholders and any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares.
We have informed the Selling Security Holders that certain anti-manipulative rules contained in Regulation M under the Securities Exchange Act of 1934 may apply to their sales in the market and have furnished the selling stockholders with a copy of such rules and have informed them of the need for delivery of copies of this prospectus. The selling stockholders may also use Rule 144 under the Securities Act of 1933 to sell the shares if they meet the criteria and conform to the requirements of such rule.
We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $28,500.
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