Leading Edge Earth Products (fka LEEP)

[ONEBGG]

2005: LEEP, Inc. Special Shareholders’ Meeting

July 6, 2005, Montoursville, PA.

The special shareholders’ meeting was held on July 6, 2005 at the LEEP manufacturing facility in Montoursville, PA. Dennis Schrage, Chairman of the Board, called the meeting to order at 10:30 AM Eastern Standard Time. The meeting was attended by over 30 shareholders, Board members, managers and employees.

Chairman Schrage opened by stating that the meeting would consist of discussions and presentations of the following material:

To provide an update on recent developments in marketing, manufacturing and funding.

To present a resolution to amend three articles of the LEEP, Inc Articles of Incorporation to provide more appropriate, convenient and flexible operations for the Board and management of LEEP, Inc. and to increase the shares of authorized stock.

Chairman Schrage proceeded by presenting the following overviews of LEEP operations and recent developments:

Marketing

Meeting attendees were presented with recent photographs of the construction of classroom buildings built with LeepCore for the Baker County Florida school district. The five building project represents 40 pre-K classrooms. The first of these buildings is nearing completion, while the second and third building are erected and will be completed over the next four weeks. All five buildings will be completed by early October.

An outline was presented that described the current activity in sales that encompassed the ongoing design, engineering and bidding process for an array of new two, four and eight classroom buildings being developed by LEEP architectural, engineering and construction customers for a growing list of Florida school districts. The presentation was highlighted by a discussion of new LeepCore projects currently being finalized and slated to begin construction within the next few weeks.

Shareholders were also presented with an outline of current sales activities that included the current activity in Florida and ongoing new customer relationships that were developing in the Southeastern US, Texas and California.

Manufacturing

The production of the Montoursville Plant was evident in the many stacks of LeepCore that surrounded the meeting. Shareholders were able to observe nearly 200,000 square feet of newly produced LeepCore panels staged to be shipped over the coming weeks to fill the growing need for classrooms in Florida. The Montoursville plant is scheduled to reach production capacity of 120,000 square feet of LeepCore panels per month well before the end of the year.

A description of the new 30,000 square foot LeepCore panelization facility that has been developed by LEEP in Quincy, Florida was presented. LEEP, over the last few months, set up a new assembly plant that is now building LeepCore panels into wall, roof and floor sections. This new facility has assembled all of the Baker County classroom building walls and roof sections, which has provided LEEP with an additional source of revenue.

Funding

LEEP management continues to negotiate the funding that will finance our new high speed Florida plant and allow LEEP management to implement LEEP’s complete Business Plan. The financing arrangements have been identified, and the management and the Board have agreed to an initial term sheet. Details and logistics are being worked out and the company expects to complete the funding agreements and reach a closing in the very near future.

Chairman Schrage then moved to the business portion of the agenda:

Motion: Chairman Schrage called for a motion to amend LEEP’s Articles of Incorporation. Specifically, to:

Amend Article II.I. to better define the current business of LEEP, Inc.

Amend Article III to increase the authorized common stock of LEEP from 750 million (750,000,000) shares to 2 billion (2,000,000,000) shares, which will, in part, enable LEEP to satisfy its obligations under agreements entered into between LEEP and certain investors in May 2005 in connection with a major financing transaction. In addition, the authorization will create a significant reserve of authorized common stock for the long-term future.

Make the addition of Article IV to decrease the quorum required to be present at a shareholders' meeting from a majority to one-third of the votes entitled to be cast on any matter at the meeting, which is intended to make it easier to meet the quorum requirement for shareholders' meetings.

Make the addition of Article V to permit action to be taken by the shareholders without a meeting, if approved by the written consent of shareholders having at least one-third of the votes entitled to be cast. Currently, action by LEEP's shareholders may be taken without a meeting only if all shareholders sign a written consent authorizing the action. Adoption of this amendment will enable LEEP to take action requiring shareholder approval more quickly.

A motion to approve the resolution to make the Article changes was made by Marvin Staiman and seconded by Mike Roberts. There being no further discussion, Chairman Schrage called for the vote on the resolution.

All shareholders present at the meeting voted FOR the resolution. There were no votes AGAINST or ABSTAINED.

Proxy votes received from shareholders prior to the meeting equaled 99,094,411 voting FOR the resolution (57.7% of 173,201,486 shares outstanding) and 250 shares voted AGAINST.

Chairman Schrage then opened the meeting for general questions and discussions.

Questions:

A shareholder asked when the company thought the price of LEEP stock would increase. Chairman Schrage answered by saying that the fruition of both the pending funding to build our new manufacturing facility and the solidification of new high volume customers should greatly strengthen the value of the company. Over time, the more value we can build into the company the better our stock should perform in the market.

A shareholder asked if the company could foresee LeepCore replacing cement blocks and how does LeepCore compete with the price of concrete and cement blocks? Chairman Schrage responded by saying that LeepCore will certainly be replacing both cement block construction and concrete. He added that while we can be very price competitive to most current structural materials, the most significant LeepCore advantage over these methods is time. LeepCore enables the builders to reduce their overall construction time, completing and delivering buildings faster. Ultimately, using LeepCore means the builder will reduce their overall cost and shorten their delivery time over traditional cement or block construction.

A shareholder asked how the $4 million bridge financing received by LEEP last year was applied to LEEP operations. Chairman Schrage stated that those funds were used to purchase the raw materials for current production together with funding the expansion of the Montoursville plant to a full three-shift operation. In addition, a certain amount of the funds were allocated to build new customer relationships, solidify sales and install the new panelization plant in Florida.

There being no further questions, the shareholders approved a motion to adjourn the meeting at 12:15 PM. Following the meeting, LEEP Senior Vice President of Manufacturing, Dave Thorne, conducted a plant tour for all interested shareholders.

THESE MEETING MINUTES ARE
CERTIFIED BY THE SECRETARY
OF THE CORPORATION, GRANT
RECORD.

http://www.leepinc.com/july6shareholdersmeeting.htm