In April 1999, the Company issued 3,888,888 shares of its unrestricted Common Stock to three(3) companies in exchange for services rendered or release of debt incurred, which services and debt release were valued at $349,999. The Company relied upon Section 3(b) of the Act and Rule 504, the Florida Exemption. No Form D was filed with the SEC.
Effective May 5, 1999 and ending on November 11, 1999, the Company entered into a Consulting Agreement with Buying Power Network to provide financial public relations consulting services to the Company in exchange for $50,000 for the first month, $35,000 for the second month and $25,000 for the third month, with subsequent months to be agreed upon, each payable in cash or by issuance of unrestricted shares of Common Stock with equivalent value. The contract was terminated as of June 1, 1999. In exchange for services rendered by Buying Power Network the first month, the Company issued 500,000 shares of its restricted Common Stock valued at $50,000 to Joyce Research Group, of which Buying Power Network is a division. The Company relied upon Section 4(2) of the Act and Rule 506 and Florida Code Section 517.061(11). No Form D was filed with the SEC.
In June 1999, the Company entered into an agreement with DFL, wherein the Company acknowledged indebtedness to DFL in the amount of $518,000 and agreed to issue DFL 3,375,333 shares of its restricted common stock and to pay DFL $10,000 in full and final satisfaction of such indebtedness. The Company has the right to repurchase the shares until such time as the shares are either registered or the Rule 144 restriction is lifted. The shares carry registration rights and NBM must buy back the shares at the earlier of closing on specified amounts of equity funding or after November 1, 1999. The repurchase price is $0.15 per share. NBM also committed to issue DFL 600,000 shares of its restricted common stock as payment for services rendered. No stock has been issued to date.
In June 1999, the Company entered into an agreement with ECG, wherein the Company acknowledged indebtedness to ECG in the amount of $126,700 and agreed to issue ECG 711,334 shares of its restricted common stock and to pay ECG $20,000 in full and final satisfaction of such indebtedness. The Company has the right to repurchase the stock at a price of $0.15 per share. No stock has been issued to date.
In June 1999, the Company entered into an agreement with DFL, wherein the Company acknowledged an indebtedness by Hernandez to DLF in the amount of $100,000, which indebtedness is secured partially by shares of the Company's common stock owned by Hernandez. The Company agreed to assume joint liability for the indebtedness subsequent to and subject to an agreement by Hernandez to liquidate his NBM shares. The Company also agreed to issue DFL 125,560 shares of its restricted common stock. No shares have been issued to date.
In July 1999, the Company issued 1,465,412 shares of its restricted common stock to two (2) companies and two (2) individuals in exchange for services rendered or release of debt incurred, which services and debt release were valued at $366,353. The Company relied upon Section 4(2) of the Act and Rule 506 and Florida code section 517.061(11) and Section 75-71-408 of the Mississippi code and Section 90.532 of the Nevada code. No state exemption was necessary for one (1) company, as it is a foreign corporation. No Form D was filed with the SEC.
In July, 1999, the Company issued 150,000 shares of its restricted common stock to Dr. David Vitko, inventor of the Backstroke(TM) and were valued at $37,500. The Company relied upon Section 4(2) of the Act and Rule 506 and Section 1707.03(X) of the Ohio code. No Form D was filed with the SEC.
In July 1999, the Company issued 870,000 shares of its restricted common stock to eight (8) persons for past services on the Company's Board of Directors. The Company relied upon Section 4(2) of the Act and Rule 506 and Section 8-6-11 of the Alabama code, Section 517.061(11) of the Florida code, Section 51:705 of the Louisiana code, Section 402(b)(9) of the Massachusetts code, Section 75-71-408 of the Mississippi code and Section 1707.03(X) of the Ohio code. No state exemption was required for two (2) individuals who are Canadian residents. No Form D was filed with the SEC.
The Company has an employment contract with Mr. Hoyng. Under this contract, in July 1999, the Company issued 250,000 shares of its restricted Common Stock to Mr. Hoyng. Mr. Hoyng is entitled to receive 250,000 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 2,000,000 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, 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 and is entitled to a transition bonus of 250,000 shares of the Company's restricted common stock. All shares carry piggy-back registration rights. The Company relied upon Section 4(2) of the Act and Rule 506 and Section 359(f)(2)(d) of the Massachusetts Code. No Form D was filed with the SEC.
The Company has an employment contract with Mr. Lozowicki. Mr. Lozowicki is entitled to receive 187,500 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 400,000 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 and is entitled to a signing bonus of 100,000 shares of the Company's restricted common stock. All shares carry piggy-back registration rights. The Company relied upon Section 4(2) of the Act and Rule 506 and Section 359(f)(2)(d) of the Massachusetts Code.
The Company has an employment contract with Mr. McFarland. Mr. McFarland is entitled to receive 500,000 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 500,000 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 and is entitled to a signing bonus of 500,000 shares of the Company's restricted common stock. All shares carry piggy-back registration rights. The Company relied upon Section 4(2) of the Act and Rule 506 and Section 359(f)(2)(d) of the Massachusetts Code.
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