SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No.: __)
Prelude Ventures, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.0001
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(Title of Class of Securities)
740456 20 7
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(CUSIP Number)
Michael S. Krome, P.C.
8 Teak Court
Lake Grove, New York 11755
(631) 737-8381
(Name Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 29, 2003
(Date of Event which Requires Filing of this Statement)
If 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 Rule 13d-1(b)(3) or (4), check the following box [ ].
Note. Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 on 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 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.: 740456 20 7
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1 Name of Reporting Person
S.S. or IRS IDENTIFICATION NO. of ABOVE PERSON 11-3494183
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2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
Number of 4,200,000
Shares -------------------------------------------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER
Owned by 250,000
Each ----------------------------------------------------------------------------------------
Reporting Person 9 SOLE DISPOSITIVE POWER
With 4,200,000
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10 SHARED DISPOSITIVE POWER
250,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,450,000
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12 CHECK BOX IF THAT AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29%
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14 TYPE OF REPORTING PERSON
IN
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Item 1. SECURITY AND ISSUER
The class of securities to which this statement relates in the common
stock, $0.001 par value (the "Common Stock") of Prelude Ventures, Inc., located
at 240-18 Gostick Place, North Vancouver, BC, Canada V7M 3G3
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c)
Name Principal Occupation Employer Address
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Michael S. Krome, Esq. Attorney Self 8 Teak Court
Lake Grove, NY 11755
(d) None
(e) None
(f) United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Shares were acquired pursuant to Escrow Agreement between Next Millennium
Management Ltd. ("Agent for Sellers"), having an office at 522-625 Howe Street,
Vancouver, BC, V6J 5L1, Gregory S. Yanke Law Corporation ("Sellers' Counsel"),
having its office at 200-675 West Hastings Street, Vancouver, BC V6B 1N2 and
Michael S. Krome, Esq., Escrow Agent.
ITEM 4. PURPOSE OF TRANSACTION
Shares were purchased in anticipation of a future transaction, either through a
stock exchange with an operating company, purchase of assets or combination of
such transactions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number and Percentage of Securities. The Reporting Person
is the beneficial owner of 4,200,00 shares of Common Stock of the
Issuer, representing approximately 28.3% of the Issuer's common stock
(based upon 14,982,700 shares of common stock outstanding at September
30, 2003).
(b) Power to Vote and Dispose. The Reporting Person has sole voting and
dispositive power over the 4,200,000 shares beneficially owned by the
Reporting Person.
(c) Transactions Within the Past 60 Days. Except as noted herein, the
Reporting Person has not effected any other transactions in the
Issuer's securities, including shares of the Issuer's common stock,
within sixty (60) days preceding the date hereof.
(d) Certain Rights of Other Persons. Not Applicable
(e) Date Ceased to be a 5% Owner. Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Attached is the Escrow Agreement related to the shares of common stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable
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.
Dated as of October 13, 2003
/s/ Michael S. Krome
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Michael S. Krome, Esq.
Escrow Agent
STOCK PURCHASE AND ESCROW AGREEMENT
STOCK PURCHASE and ESCROW AGREEMENT dated as of June 20, 2003, among
New Century Capital Consultants, Inc., ("Agent for Buyers'"), doing business at
1 Great Neck Road, Great Neck, New York 11201, Next Millennium Management Ltd.
("Agent for Sellers"), having an office at 522 -625 Howe Street, Vancouver, BC,
V6J 5L1, Gregory S. Yanke Law Corporation ("Sellers' Counsel"), having its
office at 200 - 675 West Hastings Street, Vancouver, BC V6B 1N2 and Michael S.
Krome, P.C., as escrow agent, having his office for the practice of law at 8
Teak Court, Lake Grove, New York ("Escrow Agent").
WHEREAS, a New Century Capital Consultants, Inc. (the "Agent for
Buyers'") is desirous of purchasing 14,832,700 of the shares of common stock
(the "Stock") of Prelude Ventures, Inc. ("PLUD") for an aggregate purchase price
of $520,000 (the "Purchase Price");
WHEREAS, the Agent For Sellers has the authority to act on behalf of
the owners of the Stock, which owners desire to sell the stock to Agent for
Buyers';
WHEREAS, Sellers' Counsel has possession of the Stock and upon the
receipt of the Purchase Price has irrevocable instructions to transfer the Stock
to the Escrow Agent; and
WHEREAS, in conjunction with sale and purchase of the Stock, all
parties desire the Escrow Agent to handle the transaction on behalf of the Agent
for Buyers'.
NOW, THEREFORE, for good and valuable consideration, the adequacy and
receipt of which are hereby acknowledged, the parties do hereby agree as
follows:
1. Purchase. Agent for Buyers' agrees to purchase the Stock for the
Purchase Price.
2. Transfer. Agent for Buyers' shall effect the payment of the Purchase
Price by way of a series of market transactions whereby Sellers' Counsel,
through a trust brokerage account, shall sell to Agent for Buyers' shares of
common stock of PLUD comprising a portion of the Stock. Immediately upon receipt
of the entire Purchase Price, Sellers' Counsel shall transfer all remaining
Stock in certificate form, duly endorsed, or by Depository Trust Company
transfer to the Escrow Agent in accordance with the instructions provided in
Exhibit "A" hereto.
3. Additional Shares. Agent for Sellers will use its best efforts to
locate and forward to Escrow Agent an additional 100,000 shares of PLUD that
were previously forwarded to a promoter in San Diego. If the shares cannot be
returned, then Seller will use its best efforts to arrange for a lock-up
agreement with the holder of the additional shares.
4. Failure to Transfer Shares. Upon the completion of the Purchase
Price, if the Sellers' Counsel fails to transfer the remaining Stock to the
Escrow Agent, the Agent for Buyers' shall have the right to rescind the Purchase
Price, and to seek punitive damages from the shareholders that the Agent for
Sellers represents.
5. Appointment of Escrow Agent.
a. Appointment. The Escrow Agent shall act as the escrow agent as
set forth herein, and as such shall receive, acknowledge
receipt, retain, release and deliver the Stock on the terms,
and subject to the conditions, set forth herein.
b. Rights, Duties and Immunities.
(i) The duties and obligations of the Escrow Agent shall
be determined solely by the express provisions of
this Agreement. The Escrow Agent shall not be liable
except for the performance of such duties and
obligations as are specifically set out in this
Agreement and the Escrow Agent shall not be deemed to
have any knowledge of, or responsibility for, the
terms of any other agreement, instrument or document.
(ii) The Escrow Agent shall not be responsible in any
manner whatsoever for any failure or inability of any
party hereto, or of any one else, to deliver
documents to the Escrow Agent or otherwise to honor
any of the provisions of this Agreement or otherwise.
(iii) The Agent for Buyers' and Seller will indemnify the
Escrow Agent for, and defend and hold it harmless
against, any loss, liability or expense (including
but not limited to attorneys' fees and disbursements)
arising out of or in connection with, its acceptance
of or the performance of its duties and obligations
under or the interpretation of this Agreement;
provided, however, that this Section 3(c) shall not
apply to losses, liabilities and expenses caused by
the bad faith, willful misconduct or gross negligence
of the Escrow Agent.
(iv) The Escrow Agent shall not be liable for any error of
judgment, or for any act done or step taken or
omitted by it in good faith, or for any mistake of
fact or law, or for anything which it may do or
refrain from doing in connection herewith, except its
own bad faith, willful misconduct or gross
negligence.
c. Release of Escrow. The Escrow Agent shall hold, release and
deliver the Stock as directed by the Agent for Buyers'.
e. Fees and Costs of the Escrow Agent. All fees and reimbursement
of any reasonable expenses to the Escrow Agent shall be the
responsibility of the Agent for Buyers'.
6. Governing Law and Construction. This Agreement, the rights of the parties in,
under and to this Agreement and any dispute or action relating to this Agreement
(whether in contract, tort or otherwise) will be governed by, construed and
enforced in accordance with the laws of New York applicable to the agreements
made and performed entirely in that State. Any legal actions, suits or
proceeding arising out of this Agreement (whether arising in contract, tort or
otherwise) other than any claim, action, dispute or controversy subject to
arbitration under Section 7 hereof, will be brought exclusively in a federal or
state court located in the State of New York having jurisdiction of those courts
with respect to any legal actions, suits or proceeding (whether arising in
contract, tort or otherwise) arising out of this Agreement. In the event of any
legal action, suit or proceeding, the parties waive their right to a jury trail.
7. Notices. All notices, demands, requests, consents, approvals, reports or
other communications required or permitted to be given pursuant to this
Agreement shall be in writing and delivered to the addresses indicated above.
8. Headings. The headings of the sections of this Agreement are inserted as a
matter of convenience and for reference purposes only, are of no binding effect,
and in no respect define, limit or describe the scope of this Agreement or the
instant of any section.
9. Counterparts. This Agreement may be signed in any number of counterparts with
the same effect as if the signatures to each were upon the same instrument.
10. Entire Agreement. This Agreement represents the entire understanding and
agreement between the parties with respect to the subject matter hereof,
supersedes all prior negotiations between the parties, and can be amended,
modified, supplemented, extended, terminated, discharged or changed only by an
agreement in writing which makes specific reference to this Agreement and which
is signed by all parties.
11. Severability. Any provision of this Agreement that may be determined by a
court of competent jurisdiction to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. It is expressly understood, however, that the parties intend
each and every provision of this Agreement to be valid and enforceable and
hereby knowingly waive all rights to object to any provision of this Agreement.
[Rest of page Intentionally left blank - Signature page follows]
IN WITNESS WHEREOF, the parties have caused this Escrow Agreement to be executed
as of the date first above written.
Michael S. Krome, P.C.
As Escrow Agent
By:______________________________
Michael S. Krome
Agent for Buyers': New Century Capital
Consultants, Inc.
By: _______________________________
Name:
Title: President
Agent for Seller: Next Millenium
Management Ltd.
By: __________________________________
Name: Keith Balderson
Title: President
Sellers' Counsel: Gregory S. Yanke
Law Corporation
By: __________________________________
Name: Greg Yanke
Title: President