In November 1998, the Company issued a total of 100,000 shares of its restricted Common Stock to two (2) individuals. It issued 75,000 shares to Richard Alfieri in exchange for services and 25,000 shares to one (1) individual who should have received the property distribution made in October, 1998, but who did not receive his shares. These shares were valued at $4,000 ($3,000 was attributable to Mr. Alfieri's services.) The Company relied upon Section 4(2) of the Act and Rule 506 and the Florida Exemption. There was no need for no state exemption for the one party who was a Mexican resident. No Form D was filed with the SEC.
On November 21, 1998, the Company entered into a share exchange agreement with Flex and its shareholders whereby the Company exchanged 400,000 (200,000 each) shares of its restricted common stock with Ernest Zavoral and Remon Heyek for 100% of the issued and outstanding shares of Flex. Following the exchange, Flex became a wholly-owned subsidiary of the Company. These shares were valued at $248,000. The President of Flex, Ernest Zavoral, remained with the Company as the President of Flex and received 400,000 shares of the restricted common stock of the Company. Mr. Zavoral is entitled to receive 150,000 restricted shares of the Common Stock annually (for which he is currently entitled to vote and receive dividends), has the ability to purchase additional shares in the event of any offering of the Company's stock at 75% of the offering price to maintain his then current percentage of the Company's outstanding common stock, has an option to purchase 750,000 shares of the restricted common stock of the Company over the next three (3) years for the average trading price of the Company's common stock for the last twelve (12) months or the then current market price at the time the option is exercised and he may convert one-third of his salary to shares of the Company's restricted common stock at the average trading price of the Company's common stock for the last twelve (12) months or the then current market price at the time the option is exercised. All shares carry piggy-back registration rights. The Company relied upon Section 4(2) of the Act and Rule 506 and Section 1707.03(X) of the Ohio Code.
On November 28, 1998, the Company executed a 10% convertible note in the amount of $750,000 in favor of TK and issued a warrant to purchase 200,000 shares of the Company's Common Stock. The Note was convertible into restricted shares of the Company's Common Stock and has registration rights. The warrant is exercisable at $0.48 per share and has piggy-back registration rights. The exercise period commences 30 days following the effective date of a registration statement covering such warrants. The Note has since been converted into 8,000,000 shares of restricted common stock of the Company in full and final satisfaction of the Note. The Company relied upon Section 4(2) of the Act and Rule 506. No state exemption was required as TK is located in Canada. No Form D was filed with the SEC.
Effective January 20, 1999, the Company entered into an agreement to spinoff Fragrance Florida and its wholly-owned subsidiary, Fragrance Express of Florida, Inc. Pursuant to this agreement, NBM was to return all issued and outstanding stock of Fragrance Florida at such time as Fragrance Florida became a wholly-owned subsidiary of Telenetworx, Inc, a Florida corporation ("Telenetworx") in exchange for (i) the issuance of 15% of the issued and outstanding stock of Telenetworx; (ii) a demand note from Fragrance Florida payable to the Company in the amount of $700,000 bearing interest at the rate of 10% per annum and secured by a third mortgage on property located in Athens, Georgia and (iii) an irrevocable agreement for a period of sixty (60) days for the Company to have the right to refinance the Athens' property, the proceeds of which would liquidate the demand note. To date, neither the Telenetworx stock nor the demand note have been delivered to the Company. No Form D was filed with the SEC.
In January 1999, the Company sold 1,212,121 shares of its unrestricted Common Stock to one (1) company for $100,000. The Company relied upon Section 3(b) of the Act and Rule 504. Since the company was a Canadian corporation, no state exemption was required. No Form D wad filed with the SEC.
On February 1, 1999, the Company entered into another Consulting Agreement with Equity to provide financial public relations consulting services in exchange for $30,000 payable over six (6) months. The term of the contract was for a period of six (6) months. The Company had previously issued 175,000 shares of its stock in December 1998 for services rendered which were valued at $7,000. The contract was terminated by NBM in March of 1999. As part of the settlement, Equity was paid $7,5000 and executed a full and general release. No Form D was filed with the SEC.
On February 11, 1999, the Company entered into a Consulting Agreement with GFC Communications Corp. to provide public and financial communication consulting services to the Company in exchange for $5,000 per month. The term of the contract was for a period of one (1) year, but provided for termination on 30 days notice. NBM could elect to pay the fee with unrestricted common stock. No shares have been issued as of this date.
In February 1999, the Company issued warrants to purchase 1,000,000 shares of the Company's restricted Common Stock exercisable at $1.00 to DermaGuard. in connection with an amendment to a Manufacturing, Distribution and Assignment Agreement with the Company relative to the Company's Safeshield products. These warrants have piggy-back registration rights. The Company relied upon Section 4(2) of the Act and Rule 506 and Louisiana Code Section 51:705. No Form D was filed with the SEC.
In February 1999, the Company sold 1,666,667 shares of its unrestricted Common Stock to one (1) company for $100,000. The Company relied upon Section 3(b) of the Act and Rule 504. Since the company was a Canadian corporation, no state exemption was required. No Form D was filed with the SEC.
In February 1999, the Company entered into an agreement for a term of one (1) year with Webfoot Marketing Inc. to redesign NBM's website. The Company committed to issue 40,000 shares of its unrestricted Common Stock and 137,500 of its restricted Common Stock at the time of the execution of the agreement. The shares were valued at $14,200. The Company committed to pay $10,000 each quarter in cash or to issue an equivalent value in unrestricted Common Stock if the Company could qualify for a registration on Form S-8. Either party can cancel the contract with 30 days notice. The Company relied on Section 3(b) of the Act and Rule 504 for the unrestricted Common Stock and Section 4(2) and Rule 506 for the restricted Common Stock and the Florida Exemption.
In March 1999, the Company issued 800,000 of its restricted Common Stock to be held in escrow for the benefit of Virasept to secure payment on a promissory note given in settlement of Virasept's cancellation of the distribution agreement relative to Allergy Guard(TM). Such shares have not been delivered to Virasept and remain in escrow. The Company relied upon Section 4(2) of the Act and Rule 506 and New York Code Section 359(f)(2)(d). No Form D was filed with the SEC.
In March 1999, the Company entered into an agreement for a term of one (1) year with MCM to supply airtime and to act as the Company's agent for the Backstroke(TM) infomercials. NBM pays 100% of the airtime cost, of which MCM retains a 10% commission. NBM also issued to MCM 75,000 shares of its common stock upon execution, which stock carries Piggy-Back Registration rights. NBM must also issue 50,000 shares for every three month period where the sales to advertising ratio average exceeds 1.9 to 1. The contract can be terminated on 30 days notice. The Company relied upon Section 4(2) of the Act and Rule 506 and Section 25102(f) of the California Code. No Form D was filed with the SEC.
In April, 1999, the Company sold 1,250,000 shares of its unrestricted Common Stock, and cashless warrants to purchase 200,000 shares of the Company's restricted Common Stock to one (1) individual for $100,000. The warrants are exercisable at $.25, $.50, $.75 and $1.00 over a period of two (2) years from issuance and contain piggy-back registration rights. The Company relied upon Section 3(b) of the Act and Rule 504 for the unrestricted Common Stock, Section 4(2) of the Act and Rule 506 for the warrants and Oklahoma Code Sections 401(b)(22) and 660-10-11-50. The facts upon which the Company relied are the sale was made to an accredited investor, the Company is not in the development stage, the Company reasonably believed that the investor was purchasing for investment, is not subject to any "bad-boy" provisions and engaged in no advertising (though permitted). No Form D was filed with the SEC.
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