REFERENCE 10.6
NATIONAL BROKER DEALER SERVICE CORP. CONSULTING AGREEMENT
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National Broker Dealer Service Corp.
April 21, 1999
Xxxxx Xxxx, CEO
Nova Pharmaceutical Inc.
00000 Xxxxxx Xxxxx Xxxxx 0X
Xxxx Xxxxxxxx, XX 00000
Via Telefax
Re: Agreement Concerning SEC Reporting Status for Trading, Non-Reporting
Companies.
Dear Sirs:
Your are currently trading on the Pink Sheets but are not yet a SEC reporting
company.
We agree to provide all services necessary to make you a fully-reporting SEC
company under our Fast Track SEC Reporting Program(TM).
Description of Process and timing
1. We will send you a checklist of information we need to begin to prepare the
SEC filing.
2. You must have 2 years audited financial statements (or a shorter period if
you have not been in existence for 2 years) that have been prepared by a
qualified SEC accounting firm. Even if you have an audit, if your audit was
not done by such a firm, it will have to re redone before the SEC filing can
be made.
3. Our SEC counsel will prepare the SEC filing and the necessary SEC legal
opinion.
4. When we have all necessary information, including the exhibits to the SEC
filing and your audit, and the SEC filing is completed, it will be submitted
to the SEC.
5. It will take approximately 90 days after we file to clear the SEC, assuming
they have no accounting comments, in which case the process could be delayed
for an additional period of time.
Legal Services
All SEC legal services will be provided by our SEC Counsel. You must separately
retain an attorney for the transaction, as some legal work is required. Our
Counsel cannot represent you because to do so would be a conflict of interest.
None of the legal work required of your attorney will be SEC work. It will be
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general corporate work that we identify as needing to be done to file with the
SEC. We can assist your customers in locating qualified counsel.
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Fees
Our fee for these services is $150,000 worth of the issued and outstanding
shares of the your company at the time of execution of this letter, based upon
the Bid price of your stock on the date of execution of this letter, to be
issued to persons or entities we designate. You may not reduce the number of
shares issued to us through a reverse stock split or similar transaction.
Costs
We will be responsible for paying the $100 SEC filing fee associated with the
services provided above.
To indicate your agreement with the foregoing, please sign this Letter below and
return it with a stock certificate for the shares.
Sincerely,
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx, Vice President
National Broker Dealer Service Corporation
Agreed and Accepted:
Nova Pharmaceutical Inc
/s/ Xxxxx Xxxx
By: ________________________________
Xxxxx Xxxx, Nova Pharmaceutical Inc
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