Does CIA have a stake in Mantas ? It certainly has an investment in its parent company SRA International and its 'NetOwl' web search engine.
by Tony Ryals 4:53am Sat Dec 24 '05 article#62957
Should the CIA be allowed to both invest in U.S. securities and 'anti-money laundering' technology or a company involved in 'AML' that could be used both to detect unusual activities in stocks but also to cover it up ? Note,Mantas was in charge of Charles Schwab's anti-money laundering ops when James Dale Davidson of Agora Inc.,Baltimore and the Beltway's far right National Taxpayers Union promoted the fraudulent Endovasc penny stock 'pump and dump' of Montgomery,Texas through Agora inc.'s 'Vantage Point' and millions of shares were dumped from a Schwab account.(i.e.illegal pump and dump scam.)
Does CIA have a stake in Mantas ? It certainly has an investment in its parent company SRA International and its 'NetOwl' web search engine.
This post is a follow up to:
Australia : Mantas Inc,Herndon, Va, Pro Money Laundering Arm of international...
Below is from my indymedia article,'Mantas Inc, Herndon, Va, Pro-Money Laundering Arm of International Bankers, Brokers', as well as a link to SRA International website explaining its links to both the CIA as well as Mantas Inc.'anti-money laundering ' experts who should have detected both the illegal pump and dump of Endovasc as well as all those other U.S.penny stock transactions from its client Charles Schwab's LOM account but didn't.Is there a conflict of interest here and is Mantas Inc. and the CIA 's interest really in protecting American investors and preventing money laundering or not ?
Mantas Inc,Herndon, Va, Pro-Money Laundering Arm of International Bankers,Brokers...
by Tony Ryals Monday December 19, 2005 at 01:22 PM
endoscam (at) lycos.com
Mantas Inc. whose expertise is supposedly anti-money laundering has allowed untold millions or perhaps billions of laundered dollars go unchecked by criminals or even possibly terrorists through our banking , brokerage and market maker systems and the promotion of Endovasc penny stock by Agora Inc. of Baltimore followed by massive dumping of 'up to 30 million shares' from a Charles Schwab account is proof but still not even the tip of the 'share-money laundering' iceberg they are apparently paid to ignore. Charles Schwab sold their corrupt market maker business to UBS not long after that and many other illegal pump and dump schemes in partnership with LOM of Bermuda.Mantas Inc.was rewarded for not doing its supposed job of guarding against money laundering and illegal pump and dump activities by being contracted to oversee the supposed 'anti-money laundering' activities of UBS who bought Charles Schwab's market maker business.It should come as no surprise unfortunately that the CIA's In-Q-Tel has been an investor in SRA International, Inc (NYSE:SRX), and that its other parent company Safeguard Scientifics, Inc. (NYSE:SFE) actually shows every indication of having been an illegal pump and dump itself having been promoted even by Agora Inc. in the past to near $100 per share a few years back to having become a penny stock today .
Mantas Inc,Herndon, Va, Pro-Money Laundering Arm of International Bankers,Brokers,Market Makers..
NASAA:Agora Inc.'s James Dale Davidson created the 'anti-naked short selling' scam
by Tony Ryals Wednesday December 21, 2005 at 10:22 AM
endoscam (at) lycos.com
Below are quotes from SRA INTERNATIONAL (SRX)the founder of Mantas LLC explaining both its relation to CIA as well as Mantas LLC which was indeed transfer officially to Safeguard Scientifics or SRE sometime later with SRA International maintaining an ongoing interest in the supposed 'anti-money laundering' corporation.The appropriate Google cache link that color highlights SRA International,CIA,and Mantas is below the quotes.:
''Through a partnership with In-Q-Tel, a Central Intelligence Agency(CIA) funded venture capital
firm, we employ 'NetOwl' text mining technology to support user functions including information retieval for a daily briefing of world events....''
''On Decenber 15,2000 the company formed a wholly owned subsidiary, Mantas LLC,with the expectation that the Company would soon transfer its Mantas its service offering consisting of contracts,people,and intellectual property to Mantas and a thrird party investor would purchase an equity interest in Manas LLC for cash.....''
link to 220.127.116.11
Now this from an anonymous poster 'Welshing' on offshorebusiness.com message board explains that SRA International was coincidentally promoted by an offshore boiler room operation Bellador Group,(Kuala Lumpur,Dubai, etc.),whose main business is selling
U.S.penny stocks such as Endovasc of Montgomery, Texas who defrauded me with a Stanford patent,etc. and a fraudulent claim of being 'naked shorted' to cover up the unregistered and unaudited shares they dump around the qworld while the SEC coincidentally, looks the other way.
One wonders if there is not perhaps a Bellador Group,CIA connection. Below from offshorebusiness
Re: Bellador Group
By By: welshing on 11/19/2004 4:39:08 PM
L&G(Arizona law firm Logan&Goetas) write:
"Bellador's directors, not the company itself, have invested in some companies funded by its clients".
This seems indeed to be the case, according to the info below, plucked from SEC filings where they figure. The company (Bellador) does not need to invest in the companies funded by its clients in order to function in the way it does (i.e. stock placement, as opposed to stock purchase). Commission only on stock sold following the cold-calling campaign. You can see below how they can offer "clients" a discount on the bid price.
The 3 companies, American Soil, Biophan and China Wireless appear to be the only ones associated with Bellador through SEC filings. Others may have been pre-IPO or via a third party.
The promotion by Bellador of Endovasc in 2002 obviously followed a SEC-free route in terms of how Bellador earned its commission. L&G state in the message they posted to KYC and copied here that "Anyone (who doubts this) can call Endovasc and speak with CFO Dwight Cantrell or Vice President for Business Development, Rob Johnson, about their high regard for Bellador and its directors". So, assuming that is the case, both Cantrell and Johnson sound pleased with the level of service offered by Bellador.
The Bellador web site lists the following as previous recommendations:
InforMax Inc., Possis Medical, Allied Healthcare International Inc., SureBeam Corporation, Rite Aid Corporation, Hybridon Inc., CITA BioMedical, SRA International Inc., Biophan Technologies Inc.
While American Soil may be too recent for inclusion, 2 notable absentees are Endovasc and China Wireless.
Also remarkable (and amusing) is how Peter Taylor, Director of Bellador, seems to be trying to throw us off the scent (in his KYC board messages) by writing in a style that would be more typical of someone who left school age 12.
Bellador deal with American Soil:
American Soil Technologies Inc Â· 10QSB Â· For 6/30/4 Â· EX-10.2
STOCK PLACEMENT AGREEMENT
DATED JULY 16, 2004
AMERICAN SOIL TECHNOLOGIES, INC.'S
STOCK PLACEMENT AGREEMENT
STOCK PLACEMENT AGREEMENT (the "Agreement"), dated as of July ___, 2004 between
AMERICAN SOIL TECHNOLOGIES, INC., a Nevada corporation having offices at 12224
Montague Street, Pacoima, California 91331 (the "Company"), and Bellador
Advisory Services (Labuan) Ltd. a Malaysian business company licensed as a fund
manager in Labuan, the registered address of which is Level 6, Wisma Oceanic,
Jalan OKK Awang Besar, 87007 W P Labuan, East Malaysia, Malaysia, the investment
advisor of its clients (sometimes referred to as "Bellador") who shall be
purchasers of the securities. Company and Bellador shall sometimes be
collectively referred to as the "Parties."
WHEREAS, Bellador has examined the business and financial records of
Company and has relied upon the information and representations provided by the
Company herein, and
WHEREAS, Bellador has decided to recommend the Company to Bellador's
clients as an investment, and
WHEREAS, the Parties intend for this Agreement to set forth their
understanding of the terms and conditions of both phases of funding and
acknowledge that Bellador will be raising funds for the Company from clients
outside of the United States, and
WHEREAS, Bellador agrees that it will only recommend investment in the
Company to Bellador's clients outside the United States only to those clients
that are not "U.S. Persons" as defined in SECTION 1.4(F) and after providing all
such clients with information about the Company that has been approved by the
Company and the attorneys for the Company.
IT IS, THEREFORE, HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:
PURCHASE, SALE AND TERMS OF SHARES
1.1. THE SHARES. The Company agrees to issue and sell to Bellador's clients
(sometimes referred to collectively as "Purchasers" and individually as
"Purchaser") in an offshore transaction negotiated outside the United States and
to be consummated outside the United States. In consideration of and in express
reliance upon the representations, warranties, covenants, terms and conditions
of this Agreement, Bellador agrees to recommend that its clients evaluate the
opportunity to purchase from the Company shares (the "Shares") of the Company's
Common Stock. Shares will be sold by the Company to Bellador's clients for the
previous trading day's closing bid price of the Company's shares of Common Stock
as quoted on the OTC Bulletin Board (the "OTCBB") immediately preceding the date
on which the Purchaser makes a firm commitment to purchase such Shares, which
shall be confirmed in writing by Bellador to Purchaser, and the Company shall
receive the previous trading day's last bid for its shares from time to time,
and, after all expenses of the transaction, including legal, due diligence,
accounting, marketing and consulting fees, the Company shall net no less than
50% of the closing bid price. If the Company becomes listed on another United
States stock exchange or public trading market on which the shares of the
Company trade, the price shall be fixed in an amount equal to the previous
trading day's last trade during hours that the market was open and not based
upon after-hours trading.
1.2. SUBSCRIPTION FOR SHARES; CLOSING. Bellador shall deliver to the
Company a subscription agreement ("Subscription Agreement") completed in full
and signed by each potential Purchaser of Shares. After the Company accepts
subscriptions, the closing of the purchases of the Shares will take place in
Phoenix, Arizona, using the services of Arizona Escrow & Financial Corporation
("Escrow Agent"), a licensed Arizona escrow company. At each closing, the
Purchaser will cause immediately available funds to be delivered to the Escrow
Agent and Company shall deliver the share certificate(s) and/or other securities
that may be purchased to the Escrow Agent according to the terms of the Escrow
Agreement (a copy of which is attached hereto as EXHIBIT A). If the Company has
not had the opportunity to fully review the Subscription Agreement or any other
Transaction Documents related to any such purchase before the Closing with
Escrow Agent, the Company shall notify Bellador that such closing remains
"subject to" the Company's review of any documents that have not yet been
delivered to and examined by the Company, in which case Bellador will hold the
certificate(s) for such Shares pending the Company's review of such documents.
Once the Company has completed its review, it will promptly notify Bellador that
it either (a) accepts such subscription, in which case Bellador shall promptly
release such certificate(s) to the Purchaser; or (b) rejects such subscription,
in which case (i) the Company shall promptly refund the purchase price for such
Shares to the Purchaser, and (ii) Bellador, or Escrow Agent, as the case may be,
shall promptly return the certificate(s) for such Shares to the Company.
1.3 COVENANT OF BEST EFFORTS. Subject to the rights of each party to
terminate this Agreement as provided in SECTION 1.5 below, Bellador agrees to
use its best efforts to arrange for up to $3,500,000 (U.S.) of net funding to
Company on or before May 31, 2005, until the funds have been delivered to
Company or one of the Parties has terminated this Agreement.
(a) ACCESS TO INFORMATION. Bellador, in making its recommendation to
prospective Purchasers regarding the decision to purchase the Shares, has relied
and will rely upon independent investigations made by it and/or its
representatives that were based upon information, documents and representations
by the Company. Reports based upon such information have been and will be
prepared by Bellador and submitted to the Company and its legal counsel for
approval. Bellador will not submit reports or other information on the Company
to its clients regarding potential purchases of the Company's Shares without
obtaining prior approval of the materials by the Company. Each Purchaser and/or
its representatives during the course of this transaction, and prior to the
purchase of any Shares, will have had the opportunity to ask questions of and
receive answers from the management of the Company concerning the terms and
conditions of the offering of the Shares and to receive any additional
information, documents, records and books relative to its business, assets,
financial condition, results of operations and liabilities (contingent or
otherwise) of the Company.
(b) SOPHISTICATION AND KNOWLEDGE. Each Purchaser and/or its
representatives will have such knowledge and experience in financial and
business matters that such Purchaser can represent himself/herself/itself and
will be capable of evaluating the merits and risks of the purchase of the
Shares. Each Purchaser will be instructed not to rely on the Company with
respect to the tax and other economic considerations of an investment in the
Shares, and each Purchaser will be instructed to rely on the advice of, or to
consult with, only the Purchaser's own advisor(s). The Purchasers shall be
required to represent that he/she/it has not been organized for the purpose of
acquiring the Shares in a signed Subscription Agreement.
(c) ACKNOWLEDGEMENT OF RISK. Each Purchaser will acknowledge in
his/her/its Subscription Agreement that the purchase of the Shares involves a
high degree of risk and further acknowledge that he/she/it can bear the economic
risk of the purchase of the Shares, including the total loss of its investment.
Each Purchaser will acknowledge in his/her/its Subscription Agreement that
he/she/it has no present need for liquidity in connection with its purchase of
(d) NO PUBLIC SOLICITATION. Each Purchaser will acknowledge in
his/her/its Subscription Agreement that he/she/it is not subscribing for the
Shares as a result of or subsequent to any advertisement, article, notice or
other communication published in any newspaper, magazine or similar media or
broadcast over television or radio, or presented at any seminar or meeting, or
any solicitation of a subscription by a person not previously known to the
Purchaser in connection with investments in securities generally. Bellador has
not engaged and will not engage in any "Directed Selling Efforts in the U.S." as
defined in Regulation S promulgated by the SEC under U.S. securities laws.
(e) AUTHORITY. Bellador has full right and power to enter into and
perform pursuant to this Agreement. This Agreement constitutes Bellador's valid
and legally binding obligation, enforceable in accordance with its terms.
Bellador is authorized, licensed and otherwise duly qualified to give investment
advice to its clients under the laws of Labuan. Bellador agrees to comply with
the laws of any jurisdiction in which it contacts clients regarding this
(f) REGULATION S EXEMPTION. Bellador understands and will require each
Purchaser to acknowledge in writing that the Shares are being offered and sold
to it in reliance on an exemption from the registration requirements of United
States federal and state securities laws under Regulation S promulgated under
the Securities Act of 1933 (the "Securities Act") and that the Company is
relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of such Purchaser set forth in
his/her/its Subscription Agreement in order to determine the applicability of
such exemptions and the suitability of the Purchaser to acquire the Shares. In
regard to Shares sold pursuant to the Regulation S exemption, Bellador
represents, warrants and agrees that:
(i) No Purchaser will be a U.S. Person (as defined below) or an
affiliate (as defined in Rule 501(b) under the Securities Act) of the Company. A
U.S. Person means any one of the following:
(A) Any natural person residing in the United States of America;
(B) Any partnership or corporation organized or incorporated
under the laws of the United States of America;
(C) Any estate of which any executor or administrator is a U.S.
(D) Any trust of which any trustee is a U.S. person;
(E) Any agency or branch of a foreign entity located in the
United States of America;
(F) Any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for the
benefit or account of a U.S. person;
(G) Any discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary organized,
incorporated or (if an individual) resident in the United States of
(H) Any partnership or corporation if:
(1) Organized or incorporated under the laws of an foreign
(2) Formed by a U.S. person principally for the purpose of
investing in securities not registered under the Securities Act,
unless it is organized or incorporated, and owned, by accredited
investors (as defined in Rule 501(a) under the Securities Act)
who are not natural persons, estates or trusts.
(ii) At the time of the origination of contact concerning this
Agreement and the date of the execution and delivery of this Agreement, Bellador
was outside of the United States and has agreed to limit its communications
about the Shares to clients who are non-U. S. Persons.
(iii) Each Purchaser will be required to agree in writing that
he/she/it shall not, during the period commencing on the date of issuance of the
Shares and ending on the first anniversary of such date, or such shorter period
as may be permitted by Regulation S or other applicable securities law,
including any registration of the Shares, below (the "Restricted Period"),
offer, sell, pledge or otherwise transfer the shares in the United States, or to
a U.S. Person for the account or benefit of a U.S. Person, or otherwise in a
manner that is not in compliance with Regulation S.
(iv) Each Purchaser will be required to agree in writing that he/she/it
shall, after expiration of the Restricted Period, offer, sell, pledge or
otherwise transfer the Shares only pursuant to registration under the Securities
Act or an available exemption therefrom and in accordance with all applicable
state and foreign securities laws.
(v) Each Purchaser shall be required to represent in writing that
he/she/it has not in any jurisdiction engaged in, and prior to the expiration of
the Restricted Period will not engage in, any short selling of or any hedging
transaction with respect to any of the shares of Company's common stock,
including without limitation, any put, call or other option transaction, option
writing or equity swap.
(vi) Each Purchaser shall be required to represent in writing that
neither he/she/it nor any person acting on his/her/its behalf has engaged, nor
will engage, in any directed selling efforts to U.S. Persons with respect to the
Shares and the Purchaser and any person acting on its behalf has and will comply
with the "offering restrictions" requirements of Regulation S under the
vii) The transactions contemplated by this Agreement have not been
pre-arranged with a buyer located in the United States or with a U.S. Person,
and are not part of a plan or scheme to evade the registration requirements of
the Securities Act.
(viii) Neither Bellador nor any person acting on its behalf has
undertaken or carried out any activity for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in the
United States, its territories or possessions, for any of the Shares. Bellador
agrees not to cause any advertisement of the Shares to be published in any
newspaper or periodical or posted in any public place and not to issue any
circular relating to the Shares in the U.S. or its territories and only in
compliance with any local applicable securities laws.
(ix) Each certificate representing the Shares shall be endorsed with
the following legends:
(a) THESE SECURITIES ARE NOT REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT, IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER REGULATION S
PROMULGATED UNDER THE SECURITIES ACT. TRANSFER IS PROHIBITED EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO
REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION; AND HEDGING TRANSACTIONS INVOLVING THESE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
(b) Any other legend required to be placed thereon by applicable
federal or state securities laws.
3.5 APPROVAL OF PURCHASERS' LEGAL COUNSEL FOR RESTRICTED SECURITIES OPINION
LETTERS. Company acknowledges that each Purchaser may use the services of Logan
& Geotas, PLC, of Phoenix, Arizona, as legal counsel to determine whether, after
the required holding period, each proposed sale of the shares purchased under
this Agreement pursuant to Regulation S may be sold in compliance with Rule 144
and, if so, to issue an appropriate opinion letter. The Company agrees the
opinion letter forms attached hereto as EXHIBIT B are approved as the forms to
be used by Logan & Geotas for such purposes.
3.7 ALLOCATION OF PROCEEDS FROM SALES OF THE SHARES. The Company and
Bellador agree as follows with respect to the Company's allocation of proceeds
from sales of the Shares:
(a) Marketing and sales: $720,000;
(b) General and administrative: $1,300,000,
(c) Inventory and development: $1,000,000;
(d) The Company shall set aside up to a maximum of $480,000, from
proceeds of sales of the Shares in order to fund the retention of an investor
relations firm and a public relations firm and to otherwise conduct investor
relations activity pursuant to SECTION 3.3. The Company shall provide a monthly,
written report of its investor relations and public relations efforts and
expenses to Bellador.
... IN WITNESS WHEREOF, the parties hereto have caused this Stock Placement
Agreement to be executed as of the date first above written. .
AMERICAN SOIL TECHNOLOGIES, INC.
/s/ Carl Ranno
By: Carl Ranno
BELLADOR ADVISORY SERVICES (LABUAN) LTD.
/s/ James Kirby
By: James Kirby
Bellador and Biophan:
BioPhan Technologies Inc.
Financial Accommodations Agreement
Bellador (Labuan) Ltd Date: July 1, 2002
The undersigned as a duly authorized officer's or agent's of Bellador
(Labuan) Ltd., a company incorporated in Malaysia hereby states and agrees
on behalf of BELLADOR (LABUAN) LTD., as follows:
BELLADOR (LABUAN) LTD., understands that BioPhan Technologies Inc., a
corporation organized under the laws of the State of Nevada, U.S.A. (the
"Company"), is making available, pursuant to the exemption from
registration provided under Regulation S promulgated by the United States
Securities and Exchange Commission (the "SEC") under the Securities Act of
1933, as amended (the "1933 Act"), up to 1,000,000 restricted shares of its
$.005 par value Common Stock (the "Restricted Shares"). At the Company's
election, it may increase the number of Restricted Shares to 3,000,000.
In acknowledgement of the foregoing and upon the representations appearing
hereinafter, BELLADOR (LABUAN) LTD., hereby agrees to offer the Restricted
Shares (the "Shares") to their clients (the "Clients"), at such times and
in such numbers of the Shares as shall be determined by BELLADOR (LABUAN)
LTD., and with reference to clauses 4 (c) and 4 (d) herein, at a price per
Share equal to the reported closing trading price; (i.e. Bid Price) of the
Company's shares on the most recent day, prior to the date of the sale of
Shares, upon which the Company's shares traded on the OTC Bulletin Board.
BELLADOR (LABUAN) LTD., Each Client purchasing Shares shall deliver a
subscription agreement along with the purchase price for the Shares,
together with a transaction fee of 0.75% or a minimum of $75.00 in US
dollars to the Company. The Company agrees to issue to BELLADOR (LABUAN)
LTD., restricted common shares valued on the same basis in the equivalent
amount of 10 (ten) percent of the value of any Shares so placed by BELLADOR
(LABUAN) LTD; the Company will remit to BELLADOR (LABUAN) LTD. additional
compensation for the services provided a cash amount equal to 35% of the
amount BELLADOR (LABUAN) LTD's clients paid for the shares, plus the
relevant transaction fee less any related bank clearance fees. Funds due to
BELLADOR (LABUAN) LTD., will be remitted by the Company to BELLADOR
(LABUAN) LTD. or its nominees, on a weekly basis. Upon acceptance by the
Company, BELLADOR (LABUAN) LTD will hereby confirm its intent to
encourage Clients to become a shareholder of the Company. In order to
induce the Company to accept its offer, BELLADOR (LABUAN) LTD., advises as
1 Receipt of Information ; BELLADOR (LABUAN) LTD., acknowledges that it
has received and has carefully reviewed the Company's annual report on Form
10-K for the fiscal year ended February 28, 2002 and the report on Form 10-
Q for the quarters ended May 31, August 31 and November 30, 2001 (the
2 Availability of Information; BELLADOR (LABUAN) LTD., hereby
acknowledges that the Company has made available to it the opportunity to
ask questions of, and receive answers from, the Chief Executive Officer of
the Company, and any other person or entity acting on behalf of the Company
as requested by BELLADOR (LABUAN) LTD., concerning the terms and conditions
of the offering and the materials and information contained in the Reports,
and to obtain any additional information requested by BELLADOR (LABUAN)
LTD., to the extent the Company possesses such information or can acquire
it without unreasonable effort or expense, as it may deem necessary to
verify the accuracy of the information provided by the Company or any such
person or entity.
3 Representations, Warranties and Covenants; BELLADOR (LABUAN) LTD.,
represents and warrants to the Company (and understands and acknowledges
that the Company is relying on the accuracy and completeness of such
representations and warranties in connection with the availability of an
exemption for the offer and sale of the Shares from the registration
requirements of the U.S. securities laws) that:
a) BELLADOR (LABUAN) LTD., understands and agrees that the Shares
have not been registered under the 1933 Act, or the securities
laws of any other jurisdiction and will be deemed "restricted
securities" as defined in Rule 144 under 1933 Act.
b) BELLADOR (LABUAN) LTD., understands and agrees that, if this
Finance Agreement is accepted and the Shares are sold to BELLADOR
(LABUAN) LTD., Clients, such sales will be pursuant to the
exemption from the 1933 Act's registration requirement provided in
Regulation S, and that BELLADOR (LABUAN) LTD., is prohibited from
selling or otherwise disposing of the Shares except in accordance
with Regulation S which imposes, among other things, the resale
restrictions specified in Rule 144 promulgated under the 1933 Act,
or pursuant to another available exemption from registration, and
the shares will continue to be deemed restricted securities
notwithstanding that they were acquired in a transaction pursuant
to Regulation S.
c) BELLADOR (LABUAN) LTD., understands and agrees that hedging
transactions involving the Shares may not be conducted unless in
compliance with the 1933 Act.
d) BELLADOR (LABUAN) LTD., understands and agrees that the Company
may lodge stop transfer instructions with its transfer agent in
order to restrict the transfer of the Shares in accordance with
the foregoing representations, and that the certificates
representing the Shares will contain a legend restricting transfer
as prescribed by Section 903(b)(3) of Regulation S.
e) BELLADOR (LABUAN) LTD., understands and agrees that Clients are
not "U.S. Persons" as that term is defined in Regulation S and
that no offer or sale shall be made to any US resident or citizen
or Canadian resident or citizen.
f) BELLADOR (LABUAN) LTD., understands and agrees that Clients will
always reside and be located outside the U.S. at the time of both
the offer and sale of the Shares and that there will be no
directed selling efforts in the US or Canada.
g) BELLADOR (LABUAN) LTD., understands and agrees that Clients are
not purchasing the Shares as a part of any plan or scheme to evade
the registration requirements of the 1933 Act. BELLADOR (LABUAN)
LTD. and that Clients are buying for investment and not for resale
in the United States, except in accordance with Rule 144 or any
other exemption from registration.
h) BELLADOR (LABUAN) LTD., understands and agrees that Clients have
an interest only in part with respect to this Finance Agreement
Clients are not acquiring the Shares, or any part of them, for the
account or benefit of a U.S. person or US or Canadian resident or
citizen, and that No buyer at the time of the order or sale shall
be in the US and BELLADOR (LABUAN) LTD., must in good faith so
i) In the event BELLADOR (LABUAN) LTD., distributes any portion of
the Shares subscribed for hereby to any distributor, dealer or
other person receiving any selling concession, fee or other
remuneration, prior to the expiration of a one-year distribution
compliance period, BELLADOR (LABUAN) LTD., agrees that it will
send a written confirmation or other notice to such purchaser
stating that such purchaser is subject to the same restrictions on
offers and sales that apply to a distribution under Regulation S
and that the Shares acquired are subject to Rule 144 resale
j) BELLADOR (LABUAN) LTD., understands and agrees that it shall have
sole responsibility for determining whether securities laws
registration or other procedures of any non-United States
jurisdiction or jurisdictions will be applicable to the
transactions contemplated herein, and shall take all steps
necessary to ensure compliance with any such applicable securities
laws and regulations and BELLADOR (LABUAN) LTD., shall have sole
responsibility for making any disclosures required by any non
United States jurisdiction.
k) BELLADOR (LABUAN) LTD., agrees that it will not make any
representation to its Clients about BioPhan Technologies Inc.,
without authorization from BioPhan Technologies Inc., BELLADOR
(LABUAN) LTD., agrees that it will indemnify and hold BioPhan
Technologies Inc., harmless in the event of any breach or
violation of any securities laws in any jurisdiction and all
activities undertaken pursuant to this agreement are at the sole
risk of BELLADOR (LABUAN) LTD.
l) Neither BELLADOR (LABUAN) LTD., nor any affiliates of BELLADOR
(LABUAN) LTD., nor any person acting on its behalf, has engaged in
any (i) general solicitation or general advertising within the
meaning of Rule 502(c) under the 1933 Act or (ii) directed selling
efforts within the meaning of Rule 903 under Regulation S and
BELLADOR (LABUAN) LTD. has complied and will comply with the
offering restrictions of such Rule 903.
4 Offering Procedure; BELLADOR (LABUAN) LTD., understands agrees that
this Financial Agreement is subject to each of the following terms and
a) The Company may reject this Financial Agreement for any reason,
and this Financial Accommodations Agreement shall become binding
upon the Company only when accepted, in writing, by the Company.
b) If the Financial Agreement is rejected, all funds submitted hereby
will be returned to BELLADOR (LABUAN) LTD., Clients without
interest thereon or deduction there from.
c) This Financial Agreement will have an initial term of three months
(the "Initial Term") but will automatically renew for successive
one month periods unless terminated pursuant to paragraph 4(e).
d) Each order shall be accompanied by a subscription agreement in
form and substance satisfactory to BioPhan Technologies Inc.,, and
its acceptance shall be at the sole discretion of BioPhan
e) After the Initial Term, this Financial Agreement may be terminated
by either party with thirty (30) days notice to the other party.
5 Payment; As payment for the subscription made hereby, BELLADOR (LABUAN)
LTD., Clients will tender to the Company, or its escrow agent as designate
by the Company, payment in U.S. Dollars, made to the order of BioPhan
Technologies Inc., or in such other form as may be acceptable to the
Company. Payment shall not be deemed completed until the money is
transferred to BioPhan's designated bank account.
6 Rule 144 Restriction Statement; Upon acceptance by BioPhan Technologies
Inc., of a fully completed subscription agreement, BioPhan Technologies
Inc., will undertake to issue a "Statement" "In Letter Format attached to
the Share Certificate" that will advise BELLADOR (LABUAN) LTD., Clients
that the shares purchased will become freely tradable after the elapse of
the fifteen month hold restriction period in compliance with Rule 144.
7 Share Certificates; BioPhan Technologies Inc., will provide share
certificates issued through a registered Stock Transfer Agent to BELLADOR
(LABUAN) LTD., Clients and to BELLADOR (LABUAN) LTD., within two weeks of
funds being received by the Company.
Very truly yours,
BioPhan Technologies Inc.
/s/Michael L. Weiner
Michael L. Weiner
President and CEO
Accepted and Agreed to:
Bellador (Labuan) Ltd.
/s/Peter Taylor /s/James Kirby
Peter Taylor James Kirby
Bellador and China Wireless
REGULATION S STOCK PURCHASE AGREEMENT, dated as of October 22, 2003 between
CHINA WIRELESS COMMUNICATIONS, INC., a Nevada corporation having offices at 1746
Cole Boulevard, Suite 225, Golden, CO 80401-3210 (the "Company"), and Bellador
Advisory Services (Labuan) Ltd. a Malaysian international business company
licensed as a fund manager in Labuan, the registered address of which is 6th
Floor, West Block, Wisma Selangor Dredging, Jalan Ampang, 50450 Kuala Lumpor,
Malaysia the investment advisor of its clients (sometimes referred to as
"Purchasers' Advisor") who shall be purchasers of the securities.
PURCHASE, SALE AND TERMS OF SHARES
1.1. THE SHARES. The Company agrees to issue and sell to the
clients of Purchasers' Advisor in an offshore transaction negotiated outside the
U.S. and to be consummated and closed outside the U.S. and, in consideration of
and in express reliance upon the representations, warranties, covenants, terms
and conditions of this Agreement, the Purchasers' Advisor agrees to recommend
that its clients evaluate the opportunity to purchase from the Company shares
(the "Shares") of the Company's Common Stock. The Company shall be paid 50% of
the bid price of the Company's shares of Common Stock as quoted on the OTC
Bulletin Board (the "OTCBB") (or on such other United States stock exchange or
public trading market on which the shares of the Company trade if, at the time
of purchase, they are not trading on the OTCBB) immediately preceding the date
(the "Call Date") the purchase order (the "Purchase Notice") is received by the
Company (the "Purchase Price"). Subject to the rights of each party to terminate
this agreement as provided in Section 1.5 below, Purchasers' Advisor agrees to
make a good faith effort to provide $3,500,000 of net funding to Company on or
before the end of July 2004 according to the following schedule: Purchaser shall
make a good faith effort to provide (1) $250,000 of net proceeds to Company by
the end of November 2003; (2) $400,000 of net proceeds to Company by December
31, 2004 and (3) $350,000 or more of net proceeds every 30 days to Company
beginning January 15, 2004, until the funds that Purchasers' Advisor has agreed
to raise have been delivered to Company.
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