Private Placements
sec.gov
"On March 31, 1999, the Company entered into a cancelable special services agreement with
The Baldridge Company,
an unrelated active participation investor.
Pursuant to this agreement, Baldridge 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 will 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.
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, has been recorded as stock promotion
expense.
This was the only stage exercised by Baldridge.
On or about September 1, 1999, the Company was delisted from the OTCBB.
Baldridge decided at that time not to continue purchasing the stock as agreed and defaulted on the contract.
The Company notified Baldridge of the default and gave the required ten-day notice as specified in the contract.
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."
ENTER HARDING ASSET FUNDS - "active participation investor."
"On March 4, 2000, the Company entered into an agreement with Harding Asset Funds, Inc. to purchase the remaining 62,500,000 shares for $0.005 or a total of
$312,500.
Harding was one of the original partners with Baldridge."
The active participation investor is not a "beneficial owner" under this definition as the purpose is to resell the stock.
The active participation investor is defined for the Company under the following terms:
"WHEREAS, the Company desires to be assured of the association and services of the
Active Participation Investor
in order to avail itself of the
Active Participation Investor's
consulting experience, skills, abilities, background
and knowledge to facilitate long range planning and to execute the Company's stock marketing needs in an orderly and efficient manner;
the Company is therefore willing to engage the
Active Participation Investor
upon the terms and conditions herein contained:
WHEREAS, the Active Participation Investor agrees to be engaged and retained by the Company in accordance with the following terms and conditions.
NOW, THEREFORE, in consideration of the recitals, promises and conditions contained herein, the
Active Participation Investor
and the Company agrees as follows:
THE ACTIVE PARTICIPATION INVESTOR OFFERS THE FOLLOWING CONSULTING SERVICES:
o Will arrange a Public Relations Program
o Will write and design a color PR Research Report.
o Will introduce the company to the Active Participation Investor's network of brokers. These brokers have been identified as ones that will recommend emerging growth companies in the Bulletin Board Market.
o Will distribute leads to brokers.
o Will qualify and track all leads.
o Will add sufficient Market Makers
o Will make our toll-free number available."
Maybe the ACTIVE PARTICIPATION INVESTOR couldn't get that toll-free number for BIFS?
Where is HARDING ASSET FUNDS located, and who are the officers and directors of the company? |
