From todays filing,,,reg d and reg s placements
Item 4. Recent Sales of Unregistered Securities.
To provide capital, the Company has sold stock in private placement
offerings or issued stock in exchange for debts of the Company or pursuant to
contractual agreements as follows:
o In September 1986, the Company completed an offering in which it
raised $2,500 under Rule 504 of Regulation D pursuant to which it
sold 25,000 shares of Common Stock at an average of $0.10 per
share. The Company issued shares of Common Stock to three
investors. The investors executed subscription agreements and
FORM 10-SB Nevtah Capital Management Corporation Page 22
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acknowledged that the securities to be issued had not been
registered under the 1933 Securities Act, that the investors
understood the economic risk of an investment in the securities,
and that the investors had the opportunity to ask questions of
and receive answers from the Company's management concerning any
and all matters related to the acquisition of securities. No
underwriter was involved in the transaction, and no commissions
or other remuneration were paid in connection with the offer and
sale of the securities.
o On November 17, 1993, the Company completed an offering in which
it raised $25,000 under Regulation S pursuant to which it sold
100,000 shares of Common Stock at $0.25 per share. The Company
issued shares of Common Stock to one investor who was a
non-resident of the United States. The stock certificate
evidencing the shares of Common Stock was cancelled on June 29,
1994 and the Company returned the $25,000 to the investor.
o On December 20, 1994, the Company entered into an agreement with
Jose F. Carcia whereby the Company issued 400,000 shares of its
Common Stock to Jose F. Carcia in exchange for consideration in
the amount of $10,000 and 60,000 shares of restricted common
stock of Tera West Ventures, Inc., a company which trades its
securities on the ITC Bulletin Board under the symbol of TWVI.
The issuance of the Common Stock described herein was made in
connection with a contractual arrangement not involving a public
offering to a single investor, and is exempt from registration
pursuant to Section 4(2) of the 1933 Securities Act. The
certificate representing issuance of such shares of Common Stock
to Jose F. Carcia has a legend that the shares of Common Stock
cannot be resold without registration under the 1933 Securities
Act or in compliance with an available exemption from
registration. No underwriter was involved in the transaction, and
no commissions or other remuneration were paid in connection with
the offer and sale of the securities.
o On September 26, 1995, the Company completed an offering in which
is raised $17,000 under Regulation S pursuant to which it sold
7,100,000 shares of Common Stock at $0.002 per share. The Company
issued shares of Common Stock to three investors. All three
investors were non-residents of the United States. The investors
executed subscription agreements and acknowledged that the
securities to be issued had not been registered under the 1933
Securities Act, that the investors understood the economic risks
of an investment in the securities, and that the investors had
the opportunity to ask questions of and receive answers from the
Company's management concerning any and all matters related to
the acquisition of securities. No underwriter was involved in the
transaction, and no commissions or other remuneration were paid
in connection with the offer and sale of the securities.
o On September 15, 1996, the Company entered into two separate
settlement agreements with two creditors whereby the Company
agreed to issue to each creditor 100,000 shares of Common Stock
at $0.10 per share pursuant to Section 4(2) of the 1933
Securities Act. Under the terms of the settlement agreements, the
creditors respectively agreed to accept the 100,000 shares of
Common Stock as payment for respective debts owed to such
creditors. The Company issued the shares in reliance upon the
exemption from registration provided by Section 4(2) of the 1933
Securities Act. Both creditors represented to the Company that
they acquired the shares for their own respective account and not
with a view to distribution, and that the Company made available
all material information concerning the Company.
FORM 10-SB Nevtah Capital Management Corporation Page 23
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o In November 1997, the Company completed an offering in which is
raised $77,250 under Rule 504 of Regulation D pursuant to which
it sold 7,725,000 shares of its Common Stock at $0.01 per share.
The Company issued shares of Common Stock to 28 investors, of
which 27 were non-residents of the United States and one was a
resident of the United States who was not an accredited investor
as that term is defined in Regulation D . The investors executed
subscription agreements and acknowledged that the securities to
be issued had not been registered under the 1933 Securities Act,
that the investors understood the economic risk of an investment
in the securities, and that the investors had the opportunity to
ask questions of and receive answers from the Company's
management concerning any and all matters related to the
acquisition of securities. No underwriter was involved in the
transaction, and no commissions or other remuneration were paid
in connection with the offer and sale of the securities.
o In December 1998, the Company completed an offering in which it
raised $520,910 under Rule 504 of Regulation D pursuant to which
it sold 9,507,542 shares of Common Stock at $0.05 per share. The
Company issued shares of Common Stock to 14 investors, of which
13 were non-residents of the United States and one was a resident
of the United States who was an accredited investor as that term
is defined under Regulation D. The investors executed
subscription agreements and acknowledged that the securities to
be issued had not been registered under the 1933 Securities Act,
that the investors understood the economic risk of an investment
in the securities, and that the investors had the opportunity to
ask questions of and receive answers from the Company's
management concerning any and all matters related to the
acquisition of securities. No underwriter was involved in the
transaction, and no commissions or other remuneration were paid
in connection with the offer and sale of the securities.
o In March 1999, the Company completed an offering in which it
raised $200,000 under Regulation S pursuant to which it sold
20,000,000 shares of Common Stock at $0.01 per share. The Company
issued shares of Common Stock to 10 investors, all of who were
non-residents of the United States. The investors executed
subscription agreements and acknowledged that the securities to
be issued had not been registered under the 1933 Securities Act,
that the investors understood the economic risk of an investment
in the securities, and that the investors had the opportunity to
ask questions of and receive answers from the Company's
management concerning any and all matters related to the
acquisition of securities. No underwriter was involved in the
transaction, and no commissions or other remuneration were paid
in connection with the offer and sale of the securities.
o On March 29, 1999, the Company entered into two separate
settlement agreements with creditors whereby the Company agreed
to issue to each of the creditors 13,000,000 shares of Common
Stock at an average of $0.038 per share. Each of the creditors is
a non-resident of the United States. Under the terms of the
respective settlement agreements, the creditors each agreed to
accept the 13,000,000 shares of Common Stock as payment for the
respective debts owed to such creditor. The Company issued the
shares in reliance upon the exemption from registration provided
by Regulation S of the 1933 Securities Act. The creditors each
represented to the Company that they acquired the shares of their
own respective account and not with a view to distribution, and
that the Company made available all material information
concerning the Company.
FORM 10-SB Nevtah Capital Management Corporation Page 24
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o In August 1999, the Company completed an offering in which it
raised $70,800 under Regulation S pursuant to which it sold
160,000 shares of Common Stock at $0.43 per share. The Company
issued shares of Common Stock to one investor, who is a
non-resident of the United States. The investor executed a
subscription agreement and acknowledged that the securities to be
issued had not been registered under the 1933 Securities Act,
that the investor understood the economic risk of an investment
in the securities, and that the investor had the opportunity to
ask questions of and receive answers from the Company's
management concerning any and all matters related to the
acquisition of securities. No underwriter was involved in the
transaction, and no commissions or other remuneration were paid
in connection with the offer and sale of the securities.
o On September 7, 1999, the Company entered into two separate
settlement agreements with creditors whereby the Company agreed
to issue 140,000 shares of Common Stock at $0.45 per share and
60,000 shares of Common Stock at $0.45 per share, respectively,
pursuant to Section 4(2) of the 1933 Securities Act. Under the
terms of the settlement agreements, the creditors each agreed to
accept such shares of Common Stock as payment for the respective
debts owed to such creditor. The Company issued the shares in
reliance upon the exemption from registration provided by Section
4(2) of the 1933 Securities Act. The creditors each represented
to the Company that they acquired the shares for their own
respective account and not with a view to distribution, and that
the Company made available all material information concerning
the Company.
o On September 7, 1999, the Company entered into an agreement with
a consultant whereby the consultant agreed to the preparation of
a business plan and shareholder communications in exchange for
the issuance of 50,000 shares of Common Stock at $0.45 per share
pursuant to Regulation S of the 1933 Securities Act. Under the
terms of the agreement, the consultant agreed to accept the
50,000 shares of Common Stock in lieu of a cash payment. The
Company issued the shares in reliance upon the exemption from
registration provided by Regulation S of the 1933 Securities Act.
The consultant represented to the Company that he acquired the
shares for his own account and not with a view to distribution,
and that the Company made available all material information
concerning the Company.
o On December 9, 1999, the Company entered into nine separate
settlement agreements with creditors whereby the Company agreed
to issue an aggregate of 1,929,000 shares of Common Stock at
$0.40 per share pursuant to Section 4(2) and Regulation S of the
1933 Securities Act. Under the terms of the respective settlement
agreements, each creditor agreed to accept their respective
shares of Common Stock as payment for the respective debt owed to
such creditor. Eight of the creditors are non-residents of the
United States and one creditor is a resident of the United
States. The Company issued the shares in reliance upon the
exemption from registration provided by Regulation S and Section
4(2) of the 1933 Securities Act. The creditors each represented
to the Company that they acquired the shares for their own
respective account and not with a view to distribution, and that
the Company made available all material information concerning
the Company.
o On December 14, 1999, the president and director of the Company,
Daniel Kesonen, exercised his option to purchase 400,000 shares
of Common Stock at $0.40 per share pursuant to Section 4(2) of
the 1933 Securities Act.
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