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sorry that was my son thinking he was posting on dell customer service
dell sucks custopmer service is terrible at best they have had 2003.00 of mine for 2 weeks they will not return it to me
test
findit; glad to hear you are doing well..............
I know you have been involved a very long time......
Thank you for the faith.
Norman
P.S. I believe more to come......
Am here with all of you and enjoying the ride,........
Am in Okla, tending to some family business......
All is well........
I get to ck in on things a little ........
What a nice Fri....
Been here a week..........
Will not get back to my home for another week or more.....
Will ck in as I can........
findit; I see you and others have been busy reeling in a nice one.......lol
Having fun with you.....
Thanks EVO for the warning.em
SPZI on watch here.em
findit; imo there will more of the better days ahead,....
the PRs look very good...
The future looks bright for SPZI.....imo
Vince; You behave......
You have Posted here before, under a different duo-alias.... and now you come back now approx 6 mos later under the alias that did not get kicked off........
I know you have an agenda..with the company...... this is not the place.......you need to talk to the company bout your past differences...........
You need to call and work that out with them.....
or
You said you have shares...........
Kick back and make yourself some money........
When the PPS goes up.......imo
Do not come here to bash SPZI.....because of personal differences.
I am asking you not to come here to disrupt this thread and try to stir up trouble.
Spooz Common Share Par value is $ 0 .0001...... Per Public records.
Gregk;.....................
"SPZI or PBLS is the question"
either one will be fine........
?s are which will;
go first
and
..highest
both are getting hot.......
Thank you sir..eom
Yes it will be; and I expect a rocket man song lol
SPZI: Ibox updated..... eom
I updated the Ibox,...........................
imo this will only get better, there will come a chasing day.
I believe the O/S is correct and the Float also....
Insiders own 55% of O/S and none of the float.....
This will be fun............
......................................
Hate this bad link crud
Thank u sir: The best is yet to come.imho
SPZI; Something I ran up on that some of you might like..........
AS of today......
Global-Investor > Glossary > Golden cross
Golden cross
Definition
In technical analysis, what happens when the short moving average price of a stock (say, its 20-day moving average) cuts above a longer moving average (say, its 50-day average).
For chartists, this cross is a sign that sentiment in the market has turned decidedly in favour of the stock, especially if up to that point two moving averages have been moving roughly in parallel.
The Great Louisiana Gold Rush of 05....eom
lol....wantoberich..eom
Jim; got some good days coming..................
Norman
WEE....WEEE....EZ: sorry never had 2 weees in one day.........
Go SPZI and PBLS
Makes me want to cugg dwn a couple of Ice cold Pepsi's lol
You might want to read that last PR real close...............
alot is being said in it.........
imho
Think bout the market and who would want Spoozs product......
Its a big market for Spooz..........
Am hearing good things coming our way......................
Might want keep a little SPZI around the house...........lol
looks like there will multi PRs...............
GLTA
Couple of things;.....................................
1st Have a corrupt link to Ihub
So please if you bring info from Ihub to RB, do cut and paste, otherwise I have to wait and log in on a friends puter. Thanks
2nd Since Katrina came right up the Pearl River they took a direct hit however Ron said they are Ok except for some things that will be corrected he hopes by Mon then they are off and running.
Understand the Dirt,Under burden, Sand and Gravel is still there.
And don't forget they have a fresh cleared place besides the mine they are working...................
Worse case is they bring in a Diesel Generator and trailer and they are fine.....cause with power, comes light 24/7..............
Our Trucks their Trucks does not matter
............................................................
The main thing imo is that we remember the Work is there and the big boys who have the clout to get the money to do the job are there too......
I believe I read that bids are suspended.... in other words don't care bout cost GET IT DONE ASAP........
.........................................................
I would venture to guess some people sold to secure a profit and then bought back in on a dip............
Plus the MMs are having to cover their short and every time they bring it down they get clobbered with buys by these people and new buyers
Notice the Lows are getting higher
I was told by Ron that he has over 40 mill shares and is still buying,....its way too cheap..............
.............................................................
? in my mind is PBLS spelled SPEA lol
I'm a buyer; the big dogs are running, stay on the porch if you want, My money is on the big dogs.........
Run Halliburton Run
You .0004s hope you make a killing.................
locking my shares up with a GTC; can't for sure whether its true or not, but only takes 2 sec to change my sell order
GLTA
P.S. RB immune11 = Ihub Walworth
Test, Test
I know it has been a long wait but I believe we will be rewarded for our faith..............
Imo we will see that SPZI has been working very hard.
SPZI Update:/News................................
http://www.spooz.com/august_25,_2005.htm
SPOOZ, INC. Reports Summer Of Activity
Spooz, Inc. issued a progress update detailing a flurry of recent corporate activity
Chicago, IL (PRWEB) August 25, 2005 -- Spooz, Inc. (Pink Sheets: SPZI) issued a progress update detailing a flurry of recent corporate activity. Company CEO, Paul Strickland, addressed the shareholders directly with the following statement:
Dear Shareholders of Spooz, Inc.,
The last three months has been an extraordinary time for all Spooz shareholders as our customers and the industry anticipate the release of our software. We continue to negotiate alliances with major Industry players to act as our channel partners.
In the coming weeks and months we will be communicating these developments to both existing and prospective shareholders, but for now I would like to highlight just some of the market interest that validates our value proposition. SpoozToolz suite of trading technologies anticipate rapid customer acceptance in the future for wireless trading, affordable trading tools, automated trading, and trading platforms for the financial services industry. We at Spooz who have been working on this technology and its predecessors for 7 years would like to give our heartfelt thanks for those who persevered and supported us during the dark time of development and never lost sight of our vision.
Another validation of our achievements is the caliber of people we have been able to attract who recognize the potentials of Spooz’ technology on the Microsoft Excel platform, and the future value of your company.
We welcome Tony Hines, the former Director of Canadian Operations for Microsoft Corporation as Chief Operating Officer for Spooz. Based on his experience with Microsoft Corporation (NASDAQ: MSFT: Quote) and prior positions with PepsiCo (NYSE: PEP: Quote) and IBM (NYSE: IBM). Mr. Hines’s role is to help establish the planning, systems and control processes critical to our growth, as well as assist with global strategic alliances and distribution agreements.
We designed Spooz’s technology to be robust and flexible. One of our target markets is Futures and Derivatives market, which since the 70’s have long been the domain of the ultra-wealthy or institutions. Last year, the Chicago Mercantile Exchange (NYSE: CME), which has seen its stock rocket to the $300 level from the $40 level when it went public in late 2002 has caused even CBOT Holdings Inc., the Chicago Board of Trade's parent company, to consider an initial public offering of its common stock. Other successful offerings by specialized financial services companies this year, including equity options market International Securities Exchange Inc. (NYSE: ISE: Quote) and online brokerage OptionsXpress Holdings Inc. (NASDAQ: OXPS: Quote )
In summation, I would like to again take this opportunity to thank the shareholders and the Spooz team for their faith that has allowed us to bring forth revolutionary new tools for the electronic trading industry. We set high goals, created a team of staff and advisors with a record of accomplishments and are now being validated by the validation our peers.
Sincerely,
Paul Strickland, CEO
Spooz, Inc.
About Spooz, Inc.
Spooz, Inc. provides a suite of solutions designed to simplify financial trading for professional hedgers and traders and non-professional trading enthusiasts alike. The company's flagship product, SpoozToolz(TM), add built-in trading capabilities to the popular Microsoft® Excel software application, combining a customizable interface, streaming quotes, charts, technical analysis, a comprehensive historical database, and trade execution into a simple add-in that becomes part of the Excel tool bar. These Excel add-in tools provide trading and analysis screens and promote building highly customized templates that track the real-time market value of users' portfolios, asset inventories, and production using data directly from their existing accounting systems. For more information, visit www.spooz.com.
Safe Harbor
This press release contains statements, which may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of Spooz, Inc., and members of its management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully and the ability to complete before-mentioned transactions. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
FOR FURTHER INFORMATION on Spooz, Inc. call 312-379-3166
Revenues coming?.............................
Look up NXTU,
Last 3 PRs might be worth reading
jmo
10Q out.................................
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001144204%252D05...
Yes or I can:
Might feel better this way
lol
Am Having puter problems, seems I have a corrupt link to Ihub, so I cannot get to Ihub unless I use a friends puter.
Spoke with TA today and the O/S is still the same as it has been since I last up dated the ibox;
O/S 361,167,185
Hope all doing well, that hold SPZI, imho, think we will be rewarded for staying with it.
KROH: Insider Buying..SC-13D........................
http://www.otcbb.com/asp/Info_Center.asp
SC-13D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Kairos Holdings, Inc.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.0001 par value
-------------------------------------------------------------------------------
(Title of Class of Securities)
483006 10 2
-------------------------------------------------------------------------------
(CUSIP Number)
Ellen Salisbury, G. P. 7658 Municipal Dr., Orlando, Florida 32819
407 3704300
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 2, 2005
-------------------------------------------------------------------------------
(Dates of Events which Require Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box /_/.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 483006 10 2
--------------------------------------------------------------------------------
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).
KMA Capital Partners, Ltd. (030531072) and Ellen Salisbury, G. P.
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) /X/
(b) /_/
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds (See instructions)
WC and OO
--------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/_/
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power KMA 100%
Shares Bene- --------------------------------------------------------
ficially (8) Shared Voting Power
Owned by --------------------------------------------------------
Each Report- (9) Sole Dispositive Power
ing Person --------------------------------------------------------
With (10) Shared Dispositive Power
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,135,750
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
/_/
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
54.09%
-------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
PN
----------
(1) Includes warrants
(2) Based on information provided by Issuer Kairos Holdings, Inc. Issuer had
2,099,709 shares of common stock outstanding as of August 2, 2005.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, $.0001 par value, of Kairos
Holdings, Inc., a Nevada corporation ("Issuer"). The address of the principal
executive offices of Issuer is 7658 Municipal Drive, Orlando, Florida 32819.
ITEM 2. IDENTITY AND BACKGROUND
The person filing this statement is KMA Capital Partners, Ltd. KMA Capital
Partners, Ltd. is a Florida Limited Partnership. The address of 7658 Municipal
Dr. Orlando, Florida 32819. KMA Capital Partners, Ltd. is a financial services
firm.
During the last five years, KMA Capital Partners, Ltd. has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, KMA Capital Partners, Ltd. has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which a judgment, decree, or final order has been issued
enjoining future violations of, or prohibiting or mandating activities subject
to, United States federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of all funds used for the purchase of the securities identified
herein was other consideration.
ITEM 4. PURPOSE OF TRANSACTION
The securities identified herein have been acquired by KMA Capital Partners,
Ltd. solely for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) KMA Capital Partners, Ltd. beneficially owns 1,135,750 shares of
common stock of Issuer representing 54.09% of Issuer's outstanding shares of
common stock.
(b) KMA Capital Partners, Ltd. has the sole power to vote and dispose of
1,135,7500 of the shares of common stock identified in paragraph (a) of this
Item 5.
(c) During the past 60 days, KMA Capital Partners, Ltd. has acquired the
following shares of common stock of Issuer:
Date Shares Price Per Share
---- ------ ---------------
see attached schedule
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
shares owned by KMA Capital Partners, Ltd.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Purchase schedule
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 2 2005
/s/ Ellen M. Salisbury
--------------------------------
Symbol Quantity Cost Basis Date Acquired
------ -------- ---------- -------------
KROH 350 0.13 9-Jun-05
KROH 1500 0.0575 13-Jun-05
KROH 5150 0.06 13-Jun-05
KROH 6000 0.08 14-Jun-05
KROH 350 0.08 15-Jun-05
KROH 3000 0.075 17-Jun-05
KROH 250 0.12 8-Jul-05
KROH 750 0.15 11-Jul-05
KROH 400 0.15 12-Jul-05
KROH 38200 0.15 13-Jul-05
KROH 2500 0.16 13-Jul-05
KROH 5000 0.17 13-Jul-05
KROH 7000 0.18 13-Jul-05
KROH 2200 0.22 13-Jul-05
KROH 4200 0.22 14-Jul-05
KROH 4750 0.23 14-Jul-05
KROH 1000 0.25 14-Jul-05
KROH 1250 0.26 14-Jul-05
KROH 2750 0.25 14-Jul-05
KROH 2750 0.28 15-Jul-05
KROH 1250 0.28 18-Jul-05
KROH 1000 0.28 19-Jul-05
KROH 15250 0.28 20-Jul-05
KROH 1000 0.28 21-Jul-05
KROH 500 0.28 22-Jul-05
KROH 1250 0.28 25-Jul-05
KROH 4600 0.27 26-Jul-05
KROH 3000 0.27 27-Jul-05
KROH 1500 0.27 28-Jul-05
KROH 5000 0.26 29-Jul-05
KROH 7550 0.27 29-Jul-05
KROH 2250 0.25 1-Aug-05
KROH 14750 0.23 2-Aug-05
KROH 15000 0.25 2-Aug-05
KROH 5000 0.26 2-Aug-05
KROH 5000 0.28 2-Aug-05
KROH 3000 0.29 2-Aug-05
Total: 176250
8-K filed:........................
ISME -- International Sports and Media Group, Inc.
Com ($0.0001)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report: July 28, 2005
INTERNATIONAL SPORTS AND MEDIA GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada
000-27487
88-0350156
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer ID Number)
11301 Olympic Blvd. Suite 680, Los Angeles, California 90064
(Address of principal executive offices)
Registrant's telephone number, including area code: 310-445-2599
3803 Mission Blvd. Suite 290, San Diego, CA 92109
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On July 28, 2005, the Board of Directors accepted the resignation of Gordon F. Lee as Chairman of the Board and Yan K. Skwara as President. The Board of Directors then appointed Manolo Cevalos as President of the Company and appointed Yan K. Skwara as acting Chairman of the Board. Gordon Lee will continue to serve as company CEO and a director of the company. Both Mr. Lee’s and Mr. Skwara’s resignations were not because of any disagreement with the Company. A copy of Mr. Lee’s resignation letter is attached as an exhibit to this report. Further, a copy of Mr. Skwara’s severance agreement is attached hereto as an exhibit to this report. Under this agreement, Mr. Skwara is entitled to his accrued salary and $250,000 in severance pay, payable in cash or registered common stock.
On July 28, 2005, the company entered into an employment agreement with Mr. Cevallos, whereby Mr. Cevallos will act as President of the company until July 2007 in exchange for thirty one and one half million (31,500,000) shares of the common stock of the company and a yearly salary of $60,000 plus merit bonuses as applicable, payable in cash and stock.
Manolo Cevallos, President – Manolo Cevallos, who is 51 years old and a resident of Los Angeles, California, has worked in the area of sports promotion as well as handling various forms of sports media for over the past 25 years. Mr. Cevallos has had over two decades of business experience in the promotion of professional international soccer matches here in the United States. Since 2002, Mr. Cevallos has been a Partner at Futbol Channel Telecommunications, Inc. Since 2001, he has been a partner of C.G.P. Groups, Editorial Mundo Latino USA, Inc.-Deportimundo y Mas Magazine. He is also President-CEO of the Los Angeles Metropolitan Hispanic Chamber of Commerce and Vice Chairman of the California Hispanic Chamber of Commerce-International Trade Comité, as well as Executive Director of the Latino National Association for Business and Entrepreneuers. Since 2000, Mr. Cevallos has served as a sports writer for El Clasificado Weekly Magazine. Mr. Cevallos received a Masters in Administrative Management and Journalism from Catholic University in Quito, Ecuador.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
10.1 Severance Agreement with Yan Skwara
10.2 Employment Agreement with Manolo Cevallos
99.1 Resignation Letter from Gordon F. Lee
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INTERNATIONAL SPORTS AND MEDIA GROUP, INC.
August 2, 2005
Date
/s/ Gordon F. Lee
Gordon Lee, CEO
10.1 Severance Agreement with Yan Skwara
SEVERANCE AGREEMENT
This Severance Agreement (“Agreement”) is entered to be effective as of July 28, 2005 by and between International Sports and Media Group, Inc., a Nevada corporation (“ISME”), and Yan K. Skwara, a person residing in the State of California (“Skwara”).
[Recitals]
WHEREAS, Skwara is currently President and a director of ISME; and has put substantial time, effort and finances into the company as its founder;
WHEREAS, Skwara, subject to the terms and conditions of this Agreement, has agreed to terminate all employment, consulting and other related agreements with ISME; and
WHEREAS, Skwara, subject to the terms and conditions of this Agreement, is resigning the office of President of ISME to focus more time on other interests. Skwara will remain a director of the company and will serve as temporary chairman until the next meeting of stockholders;
[The Agreement]
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, ISME and Skwara agree as follows.
1.
ISME shall indemnify Skwara to the fullest extent permitted by law if Skwara is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a "CLAIM") by reason of (or arising in part out of) any event or occurrence related to the fact that Skwara personally guaranteed any of ISME’s obligations, is or was a director, officer, employee, agent or fiduciary of ISME, against any and all expenses (including attorneys' fees and all other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if such settlement is approved in advance by ISME, which approval shall not be unreasonably withheld) of such Claim and any federal, state, local or foreign taxes imposed on Skwara as a result of the actual or deemed receipt of any payments under this Agreement (collectively, hereinafter "EXPENSES"), including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses. Such payment of Expenses shall be made by ISME as soon as practicable but in any event no later than twenty days after written demand by Skwara is presented to ISME.
2.
ISME agrees that it is indebted to Skwara in the amount of $155,831 for unpaid salary through July 2005. Further, ISME agrees to pay Skwara $250,000 as a severance fee. All payments shall be made in cash or registered common stock, valued at the date of issuance, within thirty days of the execution of this Agreement. These payments are made in full satisfaction of any amounts owed to Skwara under all all employment, consulting and other related agreements with ISME. ISME shall fully cooperate with Skwara in any subsequent sale or transfer of Skwara’s shares, including but not limited to payment by ISME of any transfer agent fees and legal opinions.
3.
Subject to the terms and conditions of this Agreement, Skwara resigns, effective immediately, as President of ISME. Skwara’s resignation is not because of any disagreement with ISME concerning ISME’s operations, policies or practices, but so that Skwara can focus on other activities.
4.
This Agreement may be executed in one or more counterparts, each of which shall constitute an original.
5.
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of ISME. ISME shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of ISME, by written agreement in form and substance satisfactory to Skwara, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that ISME would be required to perform if no such succession had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnifiable Events regardless of whether Skwara continues to serve as a director, officer, employee, agent or fiduciary of ISME or of any other enterprise at ISME's request.
6.
In the event that any action is instituted by Skwara under this Agreement or under any liability insurance policies maintained by ISME to enforce or interpret any of the terms hereof or thereof, Skwara shall be entitled to be paid all Expenses incurred by Skwara with respect to such action, regardless of whether Skwara is ultimately successful in such action, and shall be entitled to the advancement of Expenses with respect to such action, unless, as a part of such action, a court of competent jurisdiction over such action determines that each of the material assertions made by Skwara as a basis for such action was not made in good faith or was frivolous. In the event of an action instituted by or in the name of ISME under this Agreement to enforce or interpret any of the terms of this Agreement, Skwara shall be entitled to be paid all Expenses incurred by Skwara in defense of such action (including costs and expenses incurred with respect to Skwara's counterclaims and cross-claims made in such action), and shall be entitled to the advancement of Expenses with respect to such action, unless, as a part of such action, a court having jurisdiction over such action determines that each of Skwara's material defenses to such action was made in bad faith or was frivolous.
7.
All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid, or (d) one day after the business day of delivery by facsimile transmission, if delivered by facsimile transmission, with copy by first class mail, postage prepaid.
8.
Consent to Jurisdiction. ISME and Skwara each hereby irrevocably consent to the jurisdiction of the courts of the State of California for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted and continued only in the State of California in and for Los Angeles County, which shall be the exclusive and only proper forum for adjudicating such a claim.
9.
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitations, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
10.
This Agreement shall be governed by and its provisions construed and enforced in accordance with the laws of the State of California, as applied to contracts between California residents, entered into and to be performed entirely within the State of California, without regard to the conflict of laws principles thereof.
11.
No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.
12.
This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto.
13.
Nothing contained in this Agreement shall be construed as giving Skwara any right to be retained in the employ of ISME or any of its subsidiaries.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
Yan K. Skwara
By: /s/Yan K. Skwara
Name: Yan K. Skwara
International Sports and Media Group, Inc.
By: /s/Gordon F. Lee
Name: Gordon F. Lee
Title: CEO
10.2 Employment Agreement with Manolo Cevallos
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 26th day of July 2005, by and between International Sports and Media Group, a Nevada Corporation (“Employer”), with its principal place of business located at 3803 Mission Blvd., Suite 290, San Diego, CA 92109 and Manolo Cevallos, an individual (“Employee”) who can be located at 13402 Droxford Street, Cerritos California 90703.
WHEREAS, the Employer desires to employ Manolo Cevallos in the areas of Soccer Development and Business Strategy for the Employer (the "Services") in connection with the Company's business, namely, targeted business opportunities within the sports and media industry (the "Business");
WHEREAS, Employee is willing to provide such services;
WHEREAS, in consideration for the Services, the Employer shall pay a monthly salary to Employee and issue its common stock upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual undertakings contained herein, the parties agree as follows:
1.Term . Employee agrees to provide Services to Employer from the date of execution of this Agreement until July 27th, 2007, unless earlier terminated (the “Term”). Employee shall be available to the Company for a minimum of One Hundred (100) hours per month during the period, provided that Employee shall not be required to perform any services hereunder while Employee is on vacation or suffering from an illness.
2. Provision of Services . Employee shall act as President of Employer and perform duties related to such title as determined from time to time by the board of directors. Other initial duties shall include:
a) Identifying prospective strategic partners and strategic alliances.
b) Corporate planning, strategy and negotiations with potential strategic business partners and/or other general business consulting needs as expressed by the Employer.
c) Business strategies.
d) Formation of International soccer matches both domestically and internationally.
Employee would undertake such services under the direction of Yan Skwara, the Employer’s Chairman. The Employer hereby acknowledges and agrees that Employee may engage directly or indirectly in other businesses and ventures and shall not be required to perform any services under this Agreement when, or for such periods in which, the rendering of such services shall unduly interfere with such other businesses and ventures, providing that such undertakings do not completely preempt Employee's availability during the term of this Agreement and are in accordance with the provisions of this Agreement. To the extend that potential business opportunity arises such as a soccer game, and the employer does not wish to participate, employee shall be allowed to undertake the business opportunity on his own and will also offer the opportunity to employer to handle related services such as internet broadcasting and text message services (if this last part apply).
3. Compensation; Issuance of Stock . In consideration of Services rendered to date and to be rendered during the Term, the Employer, in the manner and for the price stated below shall (i) compensate Employee by delivering to the Employee, no later than August 30th, 2005, Thrity One and One Half Million (31,500,000) [Employee had 1,000,000 shares previously granted to him as such his total share should be 32.5 million] shares of the common stock of the Company and (ii) the Employee shall receive a yearly salary of $60,000 plus merit bonuses as applicable, payable in cash and stock and (iii) subject to the Employer's prior written authorization and consent, the Employer shall be responsible for the payment of the reasonable out-of-pocket costs and expenses of Employee incurred prior to, or on or after the date of this Agreement, in connection with its engagement under this Agreement, including, but not limited to, reasonable fees and disbursements of counsel for Employee, travel and related expenses, document production and computer database charges. [Travel cost and reasonable expenses as agreed by employee and employer shall be paid in advance and employee shall also have the right to seek reimbursement for any additional expenses incurred] The Employer shall reimburse Employee for such authorized costs and expenses as they are incurred, promptly after receipt of a request for reimbursement from Employee.
Employee acknowledges that this issuance constitutes taxable compensation and that any tax liability related thereto shall be the responsibility of Employee. In these regards, the Employer will issue Employee a Form 1099, with the value of the shares being determined based upon the closing price of the Employer's stock on the date of issuance.
4. Employee Covenants.
Unauthorized Disclosure of Confidential Information. While employed by the Employer and thereafter, Employee shall not, directly or indirectly, disclose to anyone outside of the Employer any Confidential Information or use any Confidential Information (as hereinafter defined) other than pursuant to the employment by and for the benefit of the Employer.
The term "Confidential Information" as used throughout this Agreement means any and all trade secrets and any and all data or information not generally known outside of the Employer whether prepared or developed by or for the Employer or received by the Employer from any outside source. Without limiting the scope of this definition, Confidential Information includes any customer files, customer lists, any business, marketing, financial or sales record, data, plan, or survey; and any other record or information relating to the present or future business, product, or service of the Employer. All Confidential Information and copies thereof are the sole property of the Employer.
Notwithstanding the foregoing, the term Confidential Information shall not apply to information that the Employer has voluntarily disclosed to the public without restriction, or which has otherwise lawfully entered the public domain.
5. Successors and Assigns . This Agreement is binding upon and inures to the benefit of the Employer and its affiliates, successors and assigns and is binding upon and inures to the benefit of Employee and his successors and assigns; provided that in no event shall Employee's obligations to perform the Services be delegated or transferred by Employee without the prior written consent of the Employer.
6. Termination . Either the Employer or Employee may terminate this Agreement by mutual written consent or for material breach upon at least thirty (30) days prior written notice specifying the nature of the breach, if such breach has not been substantially cured within the thirty (30) day period.
7. Indemnification . Employer shall indemnify and hold harmless the Employee from and against any and all losses, damages, liabilities, reasonable attorney's fees, court costs and expenses resulting or arising from any act or omission by Employer. The Employee shall indemnify and hold harmless the Employer from and against any and all losses, damages, liabilities, reasonable attorney's fees, court costs and expenses resulting or arising from any act or omission by the Employee.
8. Notice . For the purpose of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given (i) when delivered, if personally delivered, (ii) when sent by facsimile transmission, when receipt therefore has been duly received, or (iii) when mailed by United States registered mail, return receipt requested, postage prepaid, or by recognized overnight courier, addressed set forth in the preamble to this Agreement or to such other address as any party may have furnished to the other in any writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
9. Waiver . No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by each party. No waiver by either party hereto of or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
10. Miscellaneous . This Agreement (1) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede all prior understandings and agreements as to such subject matter; (ii) may be amended or modified only by a writing executed by the party against whom enforcement is sought; (iii) shall inure to the benefit of and be binding upon the respective heirs, administrators, personal representatives, successors and assigns of the parties hereto; and (iv) the validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California. Any controversy arising under or in relation to this Agreement shall be settled by binding arbitration in Los Angeles, California in accordance with the laws of the State of California and the rules of the American Arbitration Association.
11. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
12. Severability . If any term of provision hereof is deemed unlawful or invalid for any reason whatsoever, such unlawfulness or invalidity shall not affect the validity of this Agreement, and the Agreement shall be interpreted without such unlawful or invalid provision.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.
Agreed to and accepted:
Manolo Cevallos
International Sports and Media Group
/s/ Manolo Cevallos /s/ Yan Skwara
Authorized Signature Authorized Signature
Manolo Cevallos Yan Skwara-President
Name Name/Title
Date June 26, 2005
99.1 Resignation Letter from Gordon F. Lee
July 28, 2005
Board of Directors
International Sports and Media Group, Inc.
3803 Mission Blvd., Suite 290
San Diego, CA 92109
Re: Resignation as Chairman
Greetings:
Effective immediately, I hereby resign my position as Chairman of the Company. I will continue to serve as director and CEO of the Company. My resignation is not due to any disagreement with the Company’s operations, policies or practices.
Sincerely,
/s/ Gordon F. Lee
Gordon F. Lee
Bruce: I need help if you can,
I have dial up, bout the 1st week of July I left town when I came back I could no longer bring up IHub.
All I get is page cannot be displayed and I have followed the directions on that page
I am not banned nor in trouble with IHUB
I can get RB, SI, Allstocks boards and more.
I have gone to RUN and typed in CMD and
ping investorshub.com
it shows 207.90.219.90
then 207.173.3.83 destination net unreachable
pops up.
Any ideas on how to resolve this problem?
TIA
PS
I have to go to a friends computer to get on Ihub
PHOX looks to be reversing eom
SC-13D........................
http://www.otcbb.com/asp/Info_Center.asp
SC-13D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Kairos Holdings, Inc.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.0001 par value
-------------------------------------------------------------------------------
(Title of Class of Securities)
483006 10 2
-------------------------------------------------------------------------------
(CUSIP Number)
Ellen Salisbury, G. P. 7658 Municipal Dr., Orlando, Florida 32819
407 3704300
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 2, 2005
-------------------------------------------------------------------------------
(Dates of Events which Require Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box /_/.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 483006 10 2
--------------------------------------------------------------------------------
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).
KMA Capital Partners, Ltd. (030531072) and Ellen Salisbury, G. P.
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) /X/
(b) /_/
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds (See instructions)
WC and OO
--------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/_/
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power KMA 100%
Shares Bene- --------------------------------------------------------
ficially (8) Shared Voting Power
Owned by --------------------------------------------------------
Each Report- (9) Sole Dispositive Power
ing Person --------------------------------------------------------
With (10) Shared Dispositive Power
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,135,750
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
/_/
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
54.09%
-------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
PN
----------
(1) Includes warrants
(2) Based on information provided by Issuer Kairos Holdings, Inc. Issuer had
2,099,709 shares of common stock outstanding as of August 2, 2005.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, $.0001 par value, of Kairos
Holdings, Inc., a Nevada corporation ("Issuer"). The address of the principal
executive offices of Issuer is 7658 Municipal Drive, Orlando, Florida 32819.
ITEM 2. IDENTITY AND BACKGROUND
The person filing this statement is KMA Capital Partners, Ltd. KMA Capital
Partners, Ltd. is a Florida Limited Partnership. The address of 7658 Municipal
Dr. Orlando, Florida 32819. KMA Capital Partners, Ltd. is a financial services
firm.
During the last five years, KMA Capital Partners, Ltd. has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, KMA Capital Partners, Ltd. has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which a judgment, decree, or final order has been issued
enjoining future violations of, or prohibiting or mandating activities subject
to, United States federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of all funds used for the purchase of the securities identified
herein was other consideration.
ITEM 4. PURPOSE OF TRANSACTION
The securities identified herein have been acquired by KMA Capital Partners,
Ltd. solely for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) KMA Capital Partners, Ltd. beneficially owns 1,135,750 shares of
common stock of Issuer representing 54.09% of Issuer's outstanding shares of
common stock.
(b) KMA Capital Partners, Ltd. has the sole power to vote and dispose of
1,135,7500 of the shares of common stock identified in paragraph (a) of this
Item 5.
(c) During the past 60 days, KMA Capital Partners, Ltd. has acquired the
following shares of common stock of Issuer:
Date Shares Price Per Share
---- ------ ---------------
see attached schedule
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
shares owned by KMA Capital Partners, Ltd.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Purchase schedule
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 2 2005
/s/ Ellen M. Salisbury
--------------------------------
Symbol Quantity Cost Basis Date Acquired
------ -------- ---------- -------------
KROH 350 0.13 9-Jun-05
KROH 1500 0.0575 13-Jun-05
KROH 5150 0.06 13-Jun-05
KROH 6000 0.08 14-Jun-05
KROH 350 0.08 15-Jun-05
KROH 3000 0.075 17-Jun-05
KROH 250 0.12 8-Jul-05
KROH 750 0.15 11-Jul-05
KROH 400 0.15 12-Jul-05
KROH 38200 0.15 13-Jul-05
KROH 2500 0.16 13-Jul-05
KROH 5000 0.17 13-Jul-05
KROH 7000 0.18 13-Jul-05
KROH 2200 0.22 13-Jul-05
KROH 4200 0.22 14-Jul-05
KROH 4750 0.23 14-Jul-05
KROH 1000 0.25 14-Jul-05
KROH 1250 0.26 14-Jul-05
KROH 2750 0.25 14-Jul-05
KROH 2750 0.28 15-Jul-05
KROH 1250 0.28 18-Jul-05
KROH 1000 0.28 19-Jul-05
KROH 15250 0.28 20-Jul-05
KROH 1000 0.28 21-Jul-05
KROH 500 0.28 22-Jul-05
KROH 1250 0.28 25-Jul-05
KROH 4600 0.27 26-Jul-05
KROH 3000 0.27 27-Jul-05
KROH 1500 0.27 28-Jul-05
KROH 5000 0.26 29-Jul-05
KROH 7550 0.27 29-Jul-05
KROH 2250 0.25 1-Aug-05
KROH 14750 0.23 2-Aug-05
KROH 15000 0.25 2-Aug-05
KROH 5000 0.26 2-Aug-05
KROH 5000 0.28 2-Aug-05
KROH 3000 0.29 2-Aug-05
Total: 176250
Grumps don't bout the others but KROH info can be found here
http://www.investorshub.com/boards/board.asp?board_id=3991
Low O/S 2 mill
Low floater 900k
Insiders buying
SC-13D filed today
KROH: For anyone interested SC-13D released tonite, Insiders been buying
http://www.otcbb.com/asp/Info_Center.asp
Been trying keep any info I find placed at this board (don't know who started it but I'm posting on it, lol)
http://www.investorshub.com/boards/board.asp?board_id=3991
I think the Chart looks good too
jmo
A little Weeeeee here hope there will a bigger one soon......
Kroh: Insiders buying, new high, and closed on HOD
http://www.otcbb.com/asp/Info_Center.asp
SC-13D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Kairos Holdings, Inc.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.0001 par value
-------------------------------------------------------------------------------
(Title of Class of Securities)
483006 10 2
-------------------------------------------------------------------------------
(CUSIP Number)
Ellen Salisbury, G. P. 7658 Municipal Dr., Orlando, Florida 32819
407 3704300
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 2, 2005
-------------------------------------------------------------------------------
(Dates of Events which Require Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box /_/.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 483006 10 2
--------------------------------------------------------------------------------
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).
KMA Capital Partners, Ltd. (030531072) and Ellen Salisbury, G. P.
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) /X/
(b) /_/
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds (See instructions)
WC and OO
--------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/_/
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power KMA 100%
Shares Bene- --------------------------------------------------------
ficially (8) Shared Voting Power
Owned by --------------------------------------------------------
Each Report- (9) Sole Dispositive Power
ing Person --------------------------------------------------------
With (10) Shared Dispositive Power
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,135,750
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
/_/
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
54.09%
-------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
PN
----------
(1) Includes warrants
(2) Based on information provided by Issuer Kairos Holdings, Inc. Issuer had
2,099,709 shares of common stock outstanding as of August 2, 2005.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, $.0001 par value, of Kairos
Holdings, Inc., a Nevada corporation ("Issuer"). The address of the principal
executive offices of Issuer is 7658 Municipal Drive, Orlando, Florida 32819.
ITEM 2. IDENTITY AND BACKGROUND
The person filing this statement is KMA Capital Partners, Ltd. KMA Capital
Partners, Ltd. is a Florida Limited Partnership. The address of 7658 Municipal
Dr. Orlando, Florida 32819. KMA Capital Partners, Ltd. is a financial services
firm.
During the last five years, KMA Capital Partners, Ltd. has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, KMA Capital Partners, Ltd. has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which a judgment, decree, or final order has been issued
enjoining future violations of, or prohibiting or mandating activities subject
to, United States federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of all funds used for the purchase of the securities identified
herein was other consideration.
ITEM 4. PURPOSE OF TRANSACTION
The securities identified herein have been acquired by KMA Capital Partners,
Ltd. solely for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) KMA Capital Partners, Ltd. beneficially owns 1,135,750 shares of
common stock of Issuer representing 54.09% of Issuer's outstanding shares of
common stock.
(b) KMA Capital Partners, Ltd. has the sole power to vote and dispose of
1,135,7500 of the shares of common stock identified in paragraph (a) of this
Item 5.
(c) During the past 60 days, KMA Capital Partners, Ltd. has acquired the
following shares of common stock of Issuer:
Date Shares Price Per Share
---- ------ ---------------
see attached schedule
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
shares owned by KMA Capital Partners, Ltd.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Purchase schedule
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 2 2005
/s/ Ellen M. Salisbury
--------------------------------
Symbol Quantity Cost Basis Date Acquired
------ -------- ---------- -------------
KROH 350 0.13 9-Jun-05
KROH 1500 0.0575 13-Jun-05
KROH 5150 0.06 13-Jun-05
KROH 6000 0.08 14-Jun-05
KROH 350 0.08 15-Jun-05
KROH 3000 0.075 17-Jun-05
KROH 250 0.12 8-Jul-05
KROH 750 0.15 11-Jul-05
KROH 400 0.15 12-Jul-05
KROH 38200 0.15 13-Jul-05
KROH 2500 0.16 13-Jul-05
KROH 5000 0.17 13-Jul-05
KROH 7000 0.18 13-Jul-05
KROH 2200 0.22 13-Jul-05
KROH 4200 0.22 14-Jul-05
KROH 4750 0.23 14-Jul-05
KROH 1000 0.25 14-Jul-05
KROH 1250 0.26 14-Jul-05
KROH 2750 0.25 14-Jul-05
KROH 2750 0.28 15-Jul-05
KROH 1250 0.28 18-Jul-05
KROH 1000 0.28 19-Jul-05
KROH 15250 0.28 20-Jul-05
KROH 1000 0.28 21-Jul-05
KROH 500 0.28 22-Jul-05
KROH 1250 0.28 25-Jul-05
KROH 4600 0.27 26-Jul-05
KROH 3000 0.27 27-Jul-05
KROH 1500 0.27 28-Jul-05
KROH 5000 0.26 29-Jul-05
KROH 7550 0.27 29-Jul-05
KROH 2250 0.25 1-Aug-05
KROH 14750 0.23 2-Aug-05
KROH 15000 0.25 2-Aug-05
KROH 5000 0.26 2-Aug-05
KROH 5000 0.28 2-Aug-05
KROH 3000 0.29 2-Aug-05
Total: 176250
Kroh: Insiders buying, new high, and closed on HOD
http://www.otcbb.com/asp/Info_Center.asp
SC-13D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Kairos Holdings, Inc.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.0001 par value
-------------------------------------------------------------------------------
(Title of Class of Securities)
483006 10 2
-------------------------------------------------------------------------------
(CUSIP Number)
Ellen Salisbury, G. P. 7658 Municipal Dr., Orlando, Florida 32819
407 3704300
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 2, 2005
-------------------------------------------------------------------------------
(Dates of Events which Require Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box /_/.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 483006 10 2
--------------------------------------------------------------------------------
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (entities only).
KMA Capital Partners, Ltd. (030531072) and Ellen Salisbury, G. P.
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) /X/
(b) /_/
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds (See instructions)
WC and OO
--------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/_/
--------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power KMA 100%
Shares Bene- --------------------------------------------------------
ficially (8) Shared Voting Power
Owned by --------------------------------------------------------
Each Report- (9) Sole Dispositive Power
ing Person --------------------------------------------------------
With (10) Shared Dispositive Power
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,135,750
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
/_/
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
54.09%
-------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
PN
----------
(1) Includes warrants
(2) Based on information provided by Issuer Kairos Holdings, Inc. Issuer had
2,099,709 shares of common stock outstanding as of August 2, 2005.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, $.0001 par value, of Kairos
Holdings, Inc., a Nevada corporation ("Issuer"). The address of the principal
executive offices of Issuer is 7658 Municipal Drive, Orlando, Florida 32819.
ITEM 2. IDENTITY AND BACKGROUND
The person filing this statement is KMA Capital Partners, Ltd. KMA Capital
Partners, Ltd. is a Florida Limited Partnership. The address of 7658 Municipal
Dr. Orlando, Florida 32819. KMA Capital Partners, Ltd. is a financial services
firm.
During the last five years, KMA Capital Partners, Ltd. has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, KMA Capital Partners, Ltd. has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which a judgment, decree, or final order has been issued
enjoining future violations of, or prohibiting or mandating activities subject
to, United States federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of all funds used for the purchase of the securities identified
herein was other consideration.
ITEM 4. PURPOSE OF TRANSACTION
The securities identified herein have been acquired by KMA Capital Partners,
Ltd. solely for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) KMA Capital Partners, Ltd. beneficially owns 1,135,750 shares of
common stock of Issuer representing 54.09% of Issuer's outstanding shares of
common stock.
(b) KMA Capital Partners, Ltd. has the sole power to vote and dispose of
1,135,7500 of the shares of common stock identified in paragraph (a) of this
Item 5.
(c) During the past 60 days, KMA Capital Partners, Ltd. has acquired the
following shares of common stock of Issuer:
Date Shares Price Per Share
---- ------ ---------------
see attached schedule
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
shares owned by KMA Capital Partners, Ltd.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Purchase schedule
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 2 2005
/s/ Ellen M. Salisbury
--------------------------------
Symbol Quantity Cost Basis Date Acquired
------ -------- ---------- -------------
KROH 350 0.13 9-Jun-05
KROH 1500 0.0575 13-Jun-05
KROH 5150 0.06 13-Jun-05
KROH 6000 0.08 14-Jun-05
KROH 350 0.08 15-Jun-05
KROH 3000 0.075 17-Jun-05
KROH 250 0.12 8-Jul-05
KROH 750 0.15 11-Jul-05
KROH 400 0.15 12-Jul-05
KROH 38200 0.15 13-Jul-05
KROH 2500 0.16 13-Jul-05
KROH 5000 0.17 13-Jul-05
KROH 7000 0.18 13-Jul-05
KROH 2200 0.22 13-Jul-05
KROH 4200 0.22 14-Jul-05
KROH 4750 0.23 14-Jul-05
KROH 1000 0.25 14-Jul-05
KROH 1250 0.26 14-Jul-05
KROH 2750 0.25 14-Jul-05
KROH 2750 0.28 15-Jul-05
KROH 1250 0.28 18-Jul-05
KROH 1000 0.28 19-Jul-05
KROH 15250 0.28 20-Jul-05
KROH 1000 0.28 21-Jul-05
KROH 500 0.28 22-Jul-05
KROH 1250 0.28 25-Jul-05
KROH 4600 0.27 26-Jul-05
KROH 3000 0.27 27-Jul-05
KROH 1500 0.27 28-Jul-05
KROH 5000 0.26 29-Jul-05
KROH 7550 0.27 29-Jul-05
KROH 2250 0.25 1-Aug-05
KROH 14750 0.23 2-Aug-05
KROH 15000 0.25 2-Aug-05
KROH 5000 0.26 2-Aug-05
KROH 5000 0.28 2-Aug-05
KROH 3000 0.29 2-Aug-05
Total: 176250