Back to the $$$$$ topic. From sf/sKally http://www.jehovahs-witness.com/11/81925/1.ashx ('Watchtower' is divided into two words in this search, thus it is not cached by google.)
http://www.google.com/search?hl=en&lr=&q=Home+Solutions+of+America+Inc+Watchtower
Summary of HOME SOLUTIONS OF AMERICA INC - Yahoo! Finance
... July 1, 2004, by and among Home Solutions of America, Inc., RAM Home Warranty Holding
Corp., John Mazurkiewitz, Melinda Mazurkiewitz, and Watch Tower Bible & ...
biz.yahoo.com/e/040720/hom8-k.html - 11k - Cached - Similar pages
[[ ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2.1 Stock Purchase Agreement, dated July 1, 2004, by and among Home Solutions of America, Inc., RAM Home Warranty Holding Corp., John Mazurkiewitz, Melinda Mazurkiewitz, and Watch Tower Bible & Tract ]]
sKally
---------------------------------------------------------------------------------------------------------------------------- From Happy Guy: I have often questioned the wisdom of the WT practise of suggesting that donations are accepted in the form of stock. (If that is what happened here)
That would not be the case here BB.
This is a case of the WT purchasing shares in a company for investment purposes (presumably). These shares were not donated. The odd thing is this is a very small company and would be considered a high risk investment which does not seem like the type of investment which a "charity" would be involved in. I do not see where WT owns a massive share. It appears that their investment was done at a time when the company was in dire need of working capital and also to pay off the following loan:
In March 2003, the Company borrowed $250 from an affiliate of a stockholder of the Company. The note accrues interest at 8% per annum, payable monthly. The note and accrued interest was paid in July 2004.
That would be $250,000.00 referred to here. I wonder if perhaps a freind of someone in the WT was worried about not getting their note paid. By the WT making their investment in July '04 the previous outstanding loan was paid out with interest. A few days prior (June 30/04) to the WT making the share purchase investment directly with the comapany, the company also had to borrow 175K more cash for short term working capital. To me this high risk investment smells like a case of you scratch my back and I'll scratch yours.
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
20-Jul-2004
Other Events and Financial Statements & Exhibits
ITEM 5. OTHER EVENTS.
On July 19, 2004, Home Solutions of America, Inc. (the Registrant) completed a private placement with two institutional investors (the Investors) whereby the Investors purchased $1,000,000 of Home Solutions' Series B Convertible Preferred Stock, which is convertible into its common stock at a price of $1.50 per share. The net proceeds of such offering will be used for acquisition financing and general working capital needs. The preferred shares issued in this offering were not registered under the Securities Act of 1933, as amended (the Act), and may not be offered for sale or sold absent registration under the Act or an applicable exemption from the registration requirements of the Act.
The Registrant also entered into a Financial Advisory Agreement with the Investors, and issued the investors an aggregate of 666,667 warrants to purchase the Registrant's common stock at $1.75 per share in connection therewith, pursuant to which the Investors will assist the Registrant with the financing of the RAM Home Warranty acquisition, which is under a Stock Purchase Agreement among the Registrant and the current owners of such companies dated July 1, 2004 (attached hereto as an exhibit), and is subject to certain closing conditions, as previously announced by the Registrant.
Certain agreements related to the transactions described above are attached hereto as exhibits and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2.1 Stock Purchase Agreement, dated July 1, 2004, by and among Home Solutions of America, Inc., RAM Home Warranty Holding Corp., John Mazurkiewitz, Melinda Mazurkiewitz, and Watch Tower Bible & Tract Society of Pennsylvania, Inc.
3.1 Certificate of Designation of the Relative Rights and Preferences
of the Series B Convertible Preferred Stock of Home Solutions of
America, Inc., as filed with the Secretary of State of Delaware on
July 19, 2004.
10.1 Series B Convertible Preferred Stock Purchase Agreement, dated July
19, 2004, by and among Home Solutions of America, Inc. and the
purchasers of Series B Convertible Preferred Stock.
10.2 Registration Rights Agreement, dated July 19, 2004, by and among
Home Solutions of America, Inc., Victus Capital, LP, and Vicis
Capital Master Fund.
10.3 Financial Advisory Agreement, dated July 19, 2004, by and among
Home Solutions of America, Inc., Victus Capital, LP, and Vicis
Capital Master Fund.
10.4 Form of Series C Warrant to Purchase Shares of Common Stock of Home
Solutions of America, Inc., dated July 19, 2004, as issued
to Victus Capital, LP and Vicis Capital Master Fund.
10.5 Form of Series D Warrant to Purchase Shares of Common Stock of Home
Solutions of America, Inc., dated July 19, 2004, as issued
to Victus Capital, LP and Vicis Capital Master Fund.
10.6 Registration Rights Agreement, dated July 19, 2004, by and among
Home Solutions of America, Inc., Victus Capital, LP, and Vicis
Capital Master Fund.
99.1 Press Release dated July 20, 2004.
-----still digging!
