10SB12G/A
Special Services Agreements
o In June 1998, pursuant to a stock purchase agreement, the Company
issued 25,000,000 shares of common stock for public relations and
marketing services. Subsequently, the purchaser defaulted on the terms
of the agreement and 9,250,000 shares were returned to the Company.
These shares of stock are reflected as treasury stock in the
accompanying financial statements.
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o On March 31, 1999, the Company entered into a cancelable special
services agreement with an unrelated active participation investor.
Pursuant to this agreement, the investor was to provide various public
relations and marketing services to the Company in exchange for the
right to purchase 87,500,000 shares of the Company's stock for
$1,000,000. The purchase of these shares was to occur in stages, at
varying per share prices ranging from $.0025 to $.20 per share. At
March 31, 1999, the shares associated with this agreement were recorded
as subscribed common shares. The shares were offered under a 504-D
offering.
o In accordance with the above agreement, upon collection of the
subscription price for the first stage, 25,000,000 shares of common
stock were issued. For these shares, the $812,500 difference between
the fair value of the stock at March 31, 1999, and its selling price,
was recorded as stock promotion expense.
On or about September 1, 1999, the Company was de-listed from the OTCBB.
Subsequently, the company reduced the subscription price on the remaining
62,500,000 shares to 0.005 per share. In the accompanying financial statements,
the stock subscription receivable was adjusted to reflect the revised
subscription price.
In March 2000, the remaining 62,500,000 shares were issued for $312,500,
completing the Company's obligation for this special services agreement.
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